Notice of Annual Meeting Fonterra Co-operative Group Ltd

Fonterra Annual
Meeting 2020
Notice of Annual Meeting
of Shareholders and Explanatory Notes
10.30am on Thursday, 5 November 2020
Copthorne Hotel & Resort Solway Park Wairarapa
High Street
Masterton

Contents
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING FOR 2020 1
COVID-19 Implications 1
Annual Meeting Documents 1
Votes Required and Quorum 2
Results of Voting 2
Meeting Attendees 2
2020 FONTERRA ELECTIONS AND ANNUAL MEETING 3
FONTERRA CO-OPERATIVE GROUP LIMITED
ANNUAL MEETING AGENDA 4
PART ONE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FONTERRA
CO-OPERATIVE GROUP LIMITED 5
Business 5
Annual Meeting Proceedings 5
Remuneration of Directors, Shareholders’ Councillors and
Directors’ Remuneration Committee Members 5
Appointment of Auditor 5
Ratification of Appointment of Directors 5
Approval of Amendments to the Constitution 5
Shareholders’ Council Report 6
Approval of Shareholders’ Council Programme and Budget 6
Shareholder Proposal 6
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 7
Welcome 7
Annual Meeting Proceedings 7
Remuneration of Directors, Shareholders’ Councillors and
Directors’ Remuneration Committee Members 7
Appointment of Auditor 9
Ratification of Appointment of Directors 9
Approval of Amendments to the Constitution 10
Approval of Shareholders’ Council Programme and Budget 11
Shareholder Proposal 13

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
1
Fonterra Co-operative Group Limited
Annual Meeting for 2020
Fonterra’s Annual Meeting will be held at the Copthorne Hotel & Resort Solway Park Wairarapa, High Street, Masterton, at
10.30am on Thursday, 5 November 2020.
COVID-19 Implications
Fonterra intends to hold this Annual Meeting in person at the
Copthorne Hotel & Resort Solway Park Wairarapa, High Street,
Masterton. However, due to the current uncertainty relating to
the COVID-19 pandemic, Fonterra may elect to hold this Annual
Meeting as a hybrid meeting (being both in person and online),
or as an online only meeting, depending on the COVID-19 Alert
Level restrictions that are in place for Thursday, 5 November
2020.
Fonterra will provide Shareholders with as much notice as is
reasonably practicable, by way of an announcement to the NZX
and an email to Shareholders, if the meeting is to be held as a
hybrid or online only meeting.
This Notice of Meeting has been prepared on the basis of an
in person meeting. If Fonterra elects to change the Annual
Meeting to a hybrid or online only meeting, detail as to virtual
participation and voting will be provided at the time of advising
of the change.
Annual Meeting Documents
Each Shareholder has been sent:
• This Notice of Meeting booklet, which includes:
- Letter from the Chairman
- Notice of Meeting (including the text of the matters to
be voted on by Shareholders) (Part One)
- Explanatory Notes regarding each of the matters to be
voted on by Shareholders (Part Two)
• A Fonterra Board of Directors Election Voting Paper
• A Shareholders’ Council Voting Paper (for Shareholders in
Wards 4 and 6 only)
• A combined Annual Meeting Voting Paper/Proxy Form. Use
this Voting Paper:
- If you are attending the Annual Meeting to vote in
person.
- If you are unable to attend the Annual Meeting, and you
do not wish to vote online or by post, you can appoint a
proxy to attend and vote on your behalf by completing
the Proxy Form and returning it to the address specified
on the freepost envelope included in the Voting Pack
or otherwise set out on the form, so that the Returning
Officer receives it no later than 10.30am on Tuesday, 3
November 2020.
- If you are a company or other body corporate, you can
appoint a representative to attend and vote on your
behalf by completing the Proxy Form.
Further instructions are on the back of the Proxy form.

2
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
You can vote on the matters to be considered at the Annual
Meeting online or by post. The instructions on how to vote in
this manner can be found on the Voting Papers.
electionz.com Limited has been authorised by the Board to
receive, at the address specified on the freepost envelope
included in the Voting Pack or otherwise set out on the Voting
Paper, and count, all online and postal votes.
For the Annual Meeting you can also vote by proxy, or by
attending the meeting in person.
All online, postal and proxy votes must be received by the
Returning Officer by 10.30am on Tuesday, 3 November 2020.
A Shareholder’s voting entitlement is based on their milksolids
production. Shareholders will receive one vote for every 1,000
kilograms of milksolids supplied to Fonterra during the season
ended 31 May 2020.
If a Shareholder did not supply last season but now owns an
existing farm that supplied last season, the voting entitlement
will be based on that farm’s supply last season or on the Board’s
estimate of milksolids production for this season. In the case
of a dry farm conversion and farm amalgamations/ divisions,
voting entitlement is based on one vote for every estimated
1,000 kilograms of milksolids to be supplied during the season
ended 31 May 2021. Milk supplied on Contract Supply and
milk which is not backed by shares or counting vouchers is
excluded from milksolids production when calculating voting
entitlements.
In accordance with the Companies Act, the Board has fixed
5.00pm on 8 October 2020 as the date for determining voting
entitlements of Shareholders for this meeting.
Accordingly, those persons who are, at 5.00pm on 8 October
2020, registered as Shareholders will be entitled to vote at
the Annual Meeting in respect of the shares registered in their
name on that date backed by production.
A Shareholder’s voting entitlement for a farm is shown on
the Voting Paper enclosed for that farm with this pack. If a
Shareholder appoints a proxy, the proxy will exercise that
Shareholder’s voting entitlement as described above.
Votes Required and Quorum
The ordinary resolutions will be passed if they are approved by
a simple majority of the votes of those Shareholders entitled to
vote and voting on the resolutions.
The special resolution will be passed if approved by a majority of
75% or more of the votes of those Shareholders entitled to vote
and voting on the resolution.
The quorum for the meeting is present if not fewer than 50
Shareholders have cast postal votes (including by electronic
means) or are present in person or by a representative, who
between them hold or represent the holder or holders of
not less than two per cent of the voting rights entitled to be
exercised on the resolutions to be considered at the meeting.
There are no voting restrictions on the resolutions to be
considered at the meeting.
Results of Voting
The results of voting at the Annual Meeting will be posted on
Farm Source at www.nzfarmsource.co.nz and our My Co-op
app as soon as vote counting is complete and the Chairman has
declared the results.
Meeting Attendees
The Annual Meeting is held for the benefit of Shareholders
and their authorised proxies and representatives. Fonterra
management will also be in attendance, as well as invited
members of the media.

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
3
2020 Fonterra Elections and Annual Meeting
Dear farmers,
Our 2020 Annual Meeting will be held at the Copthorne Hotel & Resort Solway Park Wairarapa in Masterton on Thursday
5 November.
We have moved away from holding the Annual Meeting at our manufacturing facilities, to minimise the disruption to our operations
team and to reduce costs.
At this year’s meeting Miles and I will review the Co-operative’s financial performance and the outlook for 2021 and beyond.
Shareholders are also being asked to vote on seven ordinary business resolutions to:
1. approve the remuneration of Directors;
2. approve the remuneration of Councillors;
3. approve the remuneration of the Directors’ Remuneration Committee Members;
4. approve the appointment of the Auditor;
5. approve the Shareholders’ Council programme and budget;
6. ratify the appointment of an Independent Director, Ms Holly Kramer; and
7. ratify the appointment of an Independent Director, Mr Bruce Hassall.
Each of these ordinary resolutions require more than 50 per cent support from voting farmers to be passed.
There is also a special resolution to approve amendments to the Constitution related to the legislative changes to the Dairy Industry
Restructuring Act (DIRA):
1. Approval of open entry related amendments to the Constitution.
The special resolution requires at least 75 per cent support from voting farmers to be passed.
There is also a Shareholder proposal for consideration by Shareholders. Further detail on the proposal and the resolutions are included
within this booklet.
If you can’t attend the meeting in person, you can cast your vote online, by post, or by way of proxy. Further instructions on how to
vote by all of these methods can be found on the voting papers in your voting pack.
I look forward to seeing as many of you as possible in Masterton.
John Monaghan
Chairman

4
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Fonterra Co-operative Group Limited
Annual Meeting Agenda
Below is the proposed programme for the Annual Meeting. Shareholders should note that the order may change at the discretion of
the Chairman. Shareholders should allow sufficient time to register their attendance upon arrival prior to the start of the meeting.
10.00am - Registration / Morning Tea
10.30am - Welcome
Welcome / Introduction – John Monaghan, Chairman of the Board
10.45am – Annual Meeting Proceedings
Chairman’s Review
Chief Executive Officer’s Presentation
Approval of Remuneration of Directors, Shareholders’ Councillors and Directors’ Remuneration Committee Members
Directors’ Remuneration Committee Review – Glenn Holmes, Member of the Directors’ Remuneration Committee
Resolution 1: That no increase of remuneration of Directors be approved
Resolution 2: That no increase of remuneration of Shareholders’ Councillors be approved
Resolution 3: That no increase of remuneration of Members of Directors’ Remuneration Committee be approved
Appointment of Auditor
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors to fix the auditor’s remuneration
Ratification of Appointment of Directors
Resolution 5: Ratification of appointment of Holly Kramer
Resolution 6: Ratification of appointment of Bruce Hassall
Approval of Amendments to the Constitution
Resolution 7: Approval of open entry related amendments to the Constitution
Shareholders’ Council Report
Chairman’s Review – James Barron
Approval of Shareholders’ Council Programme and Budget
Resolution 8: Approval of the Shareholders’ Council programme and budget
Shareholder Proposal
Resolutions 9, 10 and 11: Mr Paterson’s Proposal
Voting Paper Collection
Announcement of Resolution Results
General Business
1.00 / 1.30pm - Closing / Lunch (approximately)

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
5
Notice of Annual Meeting of Shareholders of
Fonterra Co-operative Group Limited
PART ONE
Business
Welcome/Introduction
Annual Meeting Proceedings
Chairman’s Review
Chief Executive Officer’s Presentation
Remuneration of Directors, Shareholders’
Councillors and Directors’ Remuneration
Committee Members
Directors’ Remuneration Committee Review
Resolution 1: That no increase of remuneration of Directors
be approved
To consider the remuneration of Directors recommended by
the Directors’ Remuneration Committee and, if thought fit, to
resolve:
“That no increase of remuneration of Directors be approved, as
recommended by the Directors’ Remuneration Committee.”
Resolution 2: That no increase of remuneration of
Shareholders’ Councillors be approved
To consider the remuneration of Shareholders’ Councillors
recommended by the Directors’ Remuneration Committee and,
if thought fit, to resolve:
“That no increase of remuneration of Shareholders’ Councillors
be approved, as recommended by the Directors’ Remuneration
Committee.”
Resolution 3: That no increase of remuneration of Members
of the Directors’ Remuneration Committee be
approved
To consider the remuneration of Members of the Directors’
Remuneration Committee recommended by the Board and, if
thought fit, to resolve:
“That no increase of remuneration of Members of the Directors’
Remuneration Committee be approved, as recommended by the
Board.”
Appointment of Auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
To consider the appointment of KPMG as auditor of the
Company and authorisation of the Directors to fix the auditor’s
remuneration and, if thought fit, to resolve:
“To appoint KPMG as auditor of the Company until the conclusion
of the Company’s next Annual Meeting and authorise the Directors
to fix the auditor’s remuneration.”
Ratification of Appointment of Directors
Resolution 5: Ratification of appointment of Ms Holly
Kramer
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Ms Holly Kramer as a
Director of the Company, under clause 12.4 of the Constitution.”
Resolution 6: Ratification of appointment of Mr Bruce
Hassall
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Mr Bruce Hassall as a
Director of the Company, under clause 12.4 of the Constitution.”
Approval of Amendments to the
Constitution
Resolution 7: Approval of open entry related amendments
to the Constitution
To consider and, if thought fit, to resolve as a special resolution:
“To approve the proposed amendments to the Constitution, as set
out in the section headed ‘Resolution 7’ of Part Two of the Notice of
Meeting.”
Notice is given that the Annual Meeting of the Shareholders of Fonterra Co-operative Group Limited (“Company”) will be held
on Thursday, 5 November at the Copthorne Hotel & Resort Solway Park Wairarapa, High Street, Masterton.
John Monaghan
Chairman, on behalf of the Board
Notice of Meeting dated 12 October 2020

6
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Shareholders’ Council Report
Chairman’s Review
Approval of Shareholders’ Council
Programme and Budget
Resolution 8: Approval of Shareholders’ Council
programme and budget
To receive and discuss the Shareholders’ Council report
(including the Milk Commissioner’s report) for 2019/20
(contained in the Shareholders’ Council’s 2020 Annual Report
to Shareholders) and the Shareholders’ Council’s programme
and budget for 2020/21 and, if thought fit, to resolve:
“To approve the Shareholders’ Council’s programme and budget for
the financial year ending 31 July 2021.”
Shareholder Proposal
Resolutions 9, 10 and 11: Mr Paterson’s Proposal
“To consider and support the following resolutions to restrict
the Fonterra Shareholders’ Council to performing only its
Constitutional duties in the manner detailed below, and that
funding for these limited activities be via a cents/per kgMS levy to
be determined by a farmer vote every year.
Resolution 9: That the Shareholders’ Council must engage an
external expert to produce reports that satisfy clause 16.1(e) and
16.1(g)(iii) of the Constitution:
(e) subject to any applicable legislative or regulatory requirement
and to the Market Rules, receiving and commenting on reports
from the Board on the Company’s consolidated and key business
unit operations at least four times each Season, such reports to
include a commentary on actual achievements compared with
the Board’s statement of intentions for the performance and
operations of the Company for that Season, and the Company’s
key performance indicators;
(g) preparing the Shareholders’ Council’s programme and budget
for each Season and, at each annual meeting of the Company:
(iii) reporting on the view of the Shareholders’ Council as to the
Company’s direction, performance and operations including
a commentary on actual achievements compared with the
Board’s statement of intentions for the performance and
operations of the Company for the most recently completed
Season.
Resolution 10: That the Council’s annual budget be reduced in-line
with its constitutional purpose to a total of $2,271,000 based on the
following activities:
FY20 BudgetNew Budget
Operating Costs
(Communications,
Councillor
Honoraria, Council
staff, meetings,
Milk Commissioner,
Milk Price Panel
appointees, legal,
insurance, I.T)
$2,010,000$1,450,000
(achieved by reducing
the number of
committees, meetings
and utilising technology
to reduce travel
expenses)
Connection
(My Connect
conference,
UYCP, Purpose
Review, Councillor
development,
Shareholder
engagement).
$590,000$0
(These programmes will
now be fully-funded and
run by Management
using existing resources).
Governance
Development
Programme
$146,000$146,000
(This is a 50%
contribution to the
cost of the programme
which is shared
with the Board. The
programme is governed
by the Governance
Development
Committee)
Guardianship
(Elections -
Returning Officer,
ISP, candidate
meetings)
$475,000$475,000
Performance
(External analyst
and advice)
$50,000$200,000
(This cost increase
reflects the out-sourcing
of quarterly performance
updates and creation of
any special reports)
Total$3,271,000$2,271,000
Resolution 11: That the funding model for the Shareholders’
Council to be in the form of a Milk Price levy, voted on by farmers
every year and starting at 0.0015 cents per kgMS for the 2021
Financial Year.”

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
7
Explanatory Notes to Notice of
Annual Meeting
PA RT T WO
Welcome
The Chairman will welcome Shareholders.
Annual Meeting Proceedings
Remuneration of Directors, Shareholders’
Councillors and Directors’ Remuneration
Committee Members
Resolution 1: That no increase of remuneration of Directors
be approved
In accordance with clause 34.1 of the Company’s Constitution,
the Directors’ Remuneration Committee (“Committee”) met
in July 2020 to consider, and recommend to Shareholders,
the form and amount of the Directors’ remuneration. The
Committee comprises six elected Shareholders and is chaired by
Mr David Gasquoine.
Between 2014 and 2016 the Committee recommended that
Directors’ remuneration remain unchanged, which was
appropriate given the very challenging economic conditions
experienced by Shareholders.
In 2017 the Committee noted that market data showed that
remuneration levels for Directors had increased significantly
since the Fonterra Directors’ remuneration was last increased
in 2013. The Committee recommended increases to the
remuneration level for Directors to ensure that Fonterra
continued to attract and retain the very best Director
candidates, one of the key objectives of the Governance and
Representation Review recommendations.
The Committee also recommended that a discretionary pool of
$75,000 be available for remunerating Directors for additional
workload, to be allocated at the discretion of the Appointments
and Remuneration Committee and the Chairman of the Board.
In 2018 and 2019 the Committee considered workload
expectations and market trends and recommended no change
to Director remuneration. In 2019 the Committee noted that the
discretionary pool of fees put in place in 2017 had been used for
the first time to remunerate a Director $25,000 for additional
workload.
In 2020 the Committee reviewed remuneration practices in
New Zealand and Australia. The Committee noted that Director
remuneration had not been increased since 2017.
The Committee considered whether current remuneration
levels were appropriate, given the substantial Director
workload, to ensure highly skilled directors were attracted and
retained on the Board.
The Committee discussed the impact of the COVID-19
pandemic on Fonterra and globally, and noted that while
the general market trend was for a small annual increase in
directors’ remuneration, some companies had recently reduced
remuneration levels due to the financial implications of the
pandemic.
The Committee noted that the $75,000 discretionary pool
of fees had been utilised for the second time to remunerate
a Director $25,000 for additional workload. The Committee
determined that the discretionary pool gave the Board a tool
to adequately remunerate Directors for additional workload
including multiple Committee memberships, and recommended
removal of the limit of $25,000 per Director.
The Committee noted that while small incremental increases in
remuneration were preferable, there was significant economic
uncertainty as a result of the COVID-19 pandemic. As such the
Committee determined to recommend no change to Director
remuneration in 2020, other than to remove the discretionary
pool’s $25,000 limit per Director.
The Committee’s recommendation to Shareholders in relation
to the remuneration of Directors is:
That the remuneration for the Directors be approved at the
following amounts from the date of this Annual Meeting:
• Chairman $430,000 p.a. (no change)
• Director $175,000 p.a. (no change)
In addition, at the discretion of the Board, the Chair of each
permanent Board Committee may be paid an additional $35,000
p.a., unless that person is the Chairman of the Board or already
in receipt of a Committee Chair allowance (no change).
• Discretionary Pool
Up to $75,000 per annum (in aggregate), be provided for
fees for Directors to be remunerated for additional duties,
workload and responsibilities; such fees to be allocated at the
discretion of the Appointments and Remuneration Committee
of the Board and the Chairman of the Board and the tabling of
details of such fee payments to the Directors’ Remuneration
Committee annually (removal of the $25,000 limit per Director).
The Committee has also approved the expense reimbursement
policy for both Directors and Shareholders’ Councillors,
whereby actual and reasonable expenses associated with their
positions are reimbursed. It has also approved, and regularly
monitors, the reimbursement of reasonable travel expenses for
Directors’ spouses/partners.

8
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Resolution 2: That no increase of remuneration of
Shareholders’ Councillors be approved
In accordance with By-law 3.1 of the Shareholders’ Council
By-laws, the Directors’ Remuneration Committee met in July
2020 to consider, and recommend to Shareholders, the form
and amount of the remuneration to be paid to Shareholders’
Councillors.
The Committee considers the Councillor’s representative role
to be an important one for the Co-operative, and that the level
of the honoraria needs to be sufficient to attract and recognise
Shareholders of a high calibre serving in that capacity. The
Committee noted the review of the Shareholders’ Council which
was underway.
Between 2014 and 2016 the Committee recommended that
Shareholders’ Councillor honoraria remain unchanged, which
was appropriate given the very challenging economic conditions
experienced by Shareholders.
In 2017 the Committee recommended increases to the
Shareholders’ Councillor honoraria. The Committee noted that
the number of Council wards had been reduced to 25 from the
date of the 2017 Annual Meeting.
In 2018 and 2019 the Committee recommended that the
Shareholders’ Councillor honoraria remained unchanged. The
Committee noted that the role of Deputy Chair had been
disestablished in 2019.
The Committee discussed the significant economic uncertainty
as a result of the COVID-19 pandemic. Given this and the
present review of the Shareholders’ Council, the Committee
considers that the Shareholders’ Council honoraria remains
appropriate and determined to recommend no change to
Shareholders’ Councillor remuneration.
The Committee reviews with the Chair of the Shareholders’
Council the allocations made from the discretionary pool in
the prior year, and is comfortable that the pool was utilised
in a reasonable manner consistent with the intent of the
recommendation.
The Committee’s recommendation to Shareholders in relation
to the remuneration of Shareholders’ Councillors is:
That the honoraria for the Shareholders’ Councillors and the
Chairman of the Council be approved at the following amounts
from the date of this Annual Meeting:
• Chair $100,000 p.a. (no change)
• Councillors $35,000 p.a. (no change)
• Discretionary Pool
Up to $100,000 per annum (in aggregate), be provided for
additional honoraria of Project Leaders and Subcommittee
Chairpersons of the Shareholders’ Council (in each case not
to exceed $17,500 per annum per person); and for ordinary
Councillors representing the Council at its request on external
Committees; such provisions to be allocated in whole or part
at the discretion of the Chairman of the Shareholders’ Council
and the tabling of details of such honoraria payments to the
Directors’ Remuneration Committee annually (no change to the
amount of the current pool arrangement).
Resolution 3: That no increase of remuneration of Members
of the Directors’ Remuneration Committee be
approved
The Board met to consider, and recommend to Shareholders,
the form and amount of the remuneration to be paid to
Members of the Directors’ Remuneration Committee. The
Directors’ Remuneration Committee comprises six elected
Shareholders.
The Board noted that the Directors’ Remuneration Committee
members’ honoraria had been increased in 2017 and were not
changed in 2018 and 2019.
The Board recommends no change be made in 2020.
The Board’s recommendation to Shareholders in relation to
the remuneration of Members of the Directors’ Remuneration
Committee is that the remuneration be set at the following
amounts from the date of this Annual Meeting:
• Chairman $2,000 p.a. (no change)
• Member $1,000 p.a. (no change)
Furthermore, Members of the Directors’ Remuneration
Committee are entitled to be paid for reasonable expenses
incurred in connection with the business of the Committee,
in line with the policy for remuneration of Directors and
Shareholders’ Councillors.

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
9
Appointment of Auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
The Companies Act 1993 requires the Company to appoint an
auditor. Section 207S of the Companies Act 1993 provides that
the fees and expenses of an auditor appointed at an Annual
Meeting can be fixed in the manner determined at that meeting.
KPMG has audited the Company’s financial statements for the
year ended 31 July 2020.
The Directors recommend that KPMG be appointed as
auditor for the coming year. The Directors recommend
that Shareholders authorise the Board to fix the auditor’s
remuneration.
Ratification of Appointment of Directors
Resolution 5: Ratification of appointment of
Ms Holly Kramer
The Company’s Constitution requires that the Shareholders
of the Company ratify the appointment of each Director
appointed by the Board in accordance with clause 12.4 of the
Constitution. This is to take place at the first Annual Meeting of
the Company following that Director’s appointment and, where
the appointment is for a term exceeding three years, shall be
ratified by Shareholders every three years.
Ms Holly Kramer was appointed by the Board in accordance
with clause 12.4 of the Constitution and her appointment is
required to be ratified by Shareholders at the 2020 Annual
Meeting.
The Fonterra Board has determined that Ms Holly Kramer
qualifies as an Independent Director.
Ms Kramer’s remuneration and benefits, as with all of the
Independent Directors, are determined by the Board in
accordance with section 161 of the Companies Act and are
not subject to Resolution 1. However, the Fonterra Board
remunerates Independent Directors at the same level as Elected
Directors.
Details of her qualifications and experience are set out below.
Holly Kramer
Holly Kramer was appointed to the Fonterra Co-operative
Group Board in May 2020.
She has more than 25 years of extensive governance,
management and product/marketing experience. Holly was
Chief Executive Officer of major Australian retailer Best & Less.
She has also held senior executive roles at Telstra Corporation,
Ford Motor Company (in the US and Australia) and Pacific
Brands.
Holly is currently a Director on the Boards of Woolworths,
Abacus Property Group and the GO (Goodes-O’Loughlin)
Foundation. She is Chair of the unlisted mortgage broking
fintech, Lendi. She is also the Pro-Chancellor of Western Sydney
University. Holly’s previous governance roles include the
Boards of Australia Post, Nine Entertainment Corporation, AMP
Limited, and Telstra Clear (NZ).
Resolution 6: Ratification of appointment of
Mr Bruce Hassall
The Company’s Constitution requires that the Shareholders
of the Company ratify the appointment of each Director
appointed by the Board in accordance with clause 12.4 of the
Constitution. This is to take place at the first Annual Meeting of
the Company following that Director’s appointment and, where
the appointment is for a term exceeding three years, shall be
ratified by Shareholders every three years.
Mr Bruce Hassall was appointed by the Board in accordance
with clause 12.4 of the Constitution and his appointment is
required to be ratified by Shareholders at the 2020 Annual
Meeting.
The Fonterra Board has determined that Mr Bruce Hassall
qualifies as an Independent Director.
Mr Hassall’s remuneration and benefits, as with all of the
Independent Directors, are determined by the Board in
accordance with section 161 of the Companies Act and are
not subject to Resolution 1. However, the Fonterra Board
remunerates Independent Directors at the same level as Elected
Directors.
Details of his qualifications and experience are set out below.
Bruce Hassall
Bruce Hassall was appointed to the Fonterra Co-operative
Group Board in November 2017.
He is a Chartered Accountant and has had a 35-year career at
PwC, including holding the position of Chief Executive Officer of
the New Zealand practice from 2009 to 2016. Bruce is Chairman
of The Farmers Trading Company Limited, Prolife Foods Limited
and Fletcher Building Limited and serves as a director on the
Board of Bank of New Zealand.
He was previously a member of the University of Auckland
Business School Advisory Board and was a founding Board
Member of the New Zealand China Council. Bruce has extensive
experience in financial reporting, information system processes,
risk management, business acquisitions, capital raising and IPOs
across both listed and private companies.

10
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Approval of Amendments to the
Constitution
Resolution 7: Approval of open entry related amendments
to the Constitution
Resolution 7 is a special resolution required by section 106(1)(a)
of the Companies Act 1993.
In July 2020, the Company committed to farmers that once
open entry is removed from the Dairy Industry Restructuring
Act 2001 (“DIRA”), it will continue to accept applications to
supply from all farms that are, at the time of the application,
supplying the Company, until the remainder of the pro-
competition provisions in the DIRA fall away. The Company also
stated that it would propose that this commitment was included
in the Company’s Constitution at the 2020 Annual Meeting and
asked farmers to support its addition.
The Dairy Industry Restructuring Amendment Act 2020 amends
DIRA, amongst other things, to remove the requirement on
the Company to accept applications to become shareholding
farmers made by a new entrant, effective from 1 June 2023.
The proposed amendment to clause 2.3 of the Constitution
gives effect to the Company’s July 2020 commitment, and is set
out below.
Consequential clause reference amendments will also be made
to clauses 2.7, 8.2, 8.3 and 9.1(e), by replacing references to
clause “2.3(b)” in those clauses with “2.3(a)(ii)”.
2.3 Board may accept application:
(a) Subject to clause 2.3(b), T
the Board may in its
absolute discretion decide:
(ai) whether or not to accept an application by
a person to become a Shareholder made in
accordance with clause 2.2 or any application
procedure which the Board may from time to time
determine; and
(bii) whether or not to accept the supply of Milk from
any person, on such terms and conditions as the
Board thinks fit, without requiring that person to
become a Shareholder in respect of that supply.
(b) In respect of applications for the supply of Milk to the
Company that are made on or after 1 June 2023, the
Board will (subject to clause 2.4) accept an application
by a person to supply Milk to the Company from any
Farm from which, at the time of the application, Milk
is supplied to the Company, provided that the Board
is satisfied that the applicant and the relevant Farm
comply with the Terms and Conditions. This clause
2.3(b) will cease to apply on the first date that subpart
5 of Part 2 of the Dairy Industry Restructuring Act
2001 is repealed or otherwise ceases to apply to the
Company.
The proposed amendment differs from the July 2020
commitment by specifying that it ceases to apply when
subpart 5 of Part 2 of DIRA is repealed or ceases to apply to the
Company, rather than when the pro-competition provisions
in DIRA fall away. Subpart 5 of Part 2 of the DIRA sets out the
open entry/exit and associated “pro-competition” provisions. It
is separate to subpart 5A, which sets out the milk price regime.
This means that the proposed amendment will cease to apply
if subpart 5 of DIRA is repealed, even if the milk price regime in
subpart 5A continues in force.
This proposed amendment also clarifies that both the applicant
and the farm need to comply with the Company’s standard
terms and conditions of supply in order for the proposed
amendment to apply.
As the amendments to the Constitution of the Company that
are contemplated by Resolution 7 do not impose or remove a
restriction on the activities of the Company, Shareholders will
not have the benefit of the minority buy-out rights set out in
section 110 of the Companies Act 1993.
A solicitor’s opinion regarding the Constitution of the Company,
as required under rule 1.11. 1 of the FSM Rules applicable to the
Fonterra Shareholders’ Market, has been provided to NZX.
As the proposed amendments will alter Part A of Fonterra’s
Constitution, the approval of a majority of 50 per cent or more
of Shareholders’ Councillors is required under clause 18.1 of the
Constitution. This approval was received on 18 September 2020.
If Resolution 7 is passed by the requisite majority of 75 per
cent or more of votes cast by Shareholders entitled to vote and
voting on the resolution, the Constitution will be amended as
set out above.
If Resolution 7 is not passed then the recommended changes
will not take effect. However, this will not otherwise impact the
commitment the Company made in July 2020.

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
11
Approval of Shareholders’ Council
Programme and Budget
Resolution 8: Approval of Shareholders’ Council
programme and budget
Under this item of business the Chairman of the Shareholders’
Council will, in accordance with the requirements of the
Company’s Constitution:
• report on Council’s view of the Company’s direction,
performance and operations for the financial year ending 31
July 2020 (FY20);
• report on the activities undertaken by Council in FY20;
• present Council’s programme and budget for the current
financial year;
• present the Milk Commissioner’s Report;
• comment on other Company and dairy industry matters.
Shareholders are then asked to approve the programme and
budget of the Shareholders’ Council for the current financial
year, ending 31 July 2021 (FY21).
In preparing the below budget for FY21 Council has sought to
take into account possible outcomes of the Review of Council,
based on the Steering Group’s Issues and Options discussion
paper sent to farmers in late August 2020. The final report and
recommendations of the Steering Group are expected to be
received after this Notice of Meeting is sent to Shareholders.
FY20
Budget
$000
FY20
Actual
$000
FY21
Budget
$000
Council operating costs:
Communications – including
Annual Report design and
print
201113
Councillor Honoraria (refer
Resolution 2 for amounts),
and Council staff salaries and
associated costs
1,6601,6451,650
Council meetings – including
accommodation and travel
for Council meetings, Board/
Board Committee meetings,
and meetings with external
stakeholders, and Diligent
meeting papers software
costs
200234200
Councillor engagement with
farmers in Wards – including
travel, accommodation and
catering
1001568
Councillor training and
development – including
course/facilitator and travel
costs, and new Councillor
introduction programme
3010 70
Insurance and IT costs
– including Councillor
liability insurance and staff
information technology costs
202024
Review of Council – Steering
Group costs including fees
paid to independent Chair,
Steering Group travel and
meeting costs, Report
design, and costs of farmer
consultation meetings
05475
External analyst support –
including financial and survey
design and analysis
5053100
Total Council operating costs2,0802,0422,200
Other costs contributed to or met by Council:
Connection
Contribution to costs of
MyConnect conference
21050160
Understanding Your Co-
operative Programme
25074170
Governance Development
Programme
14622100
Guardianship
Fonterra Director Elections:
• Returning Officer costs235204170
• Director candidate
meetings
553845
• Independent Selection
Panel and secretariat,
independent agent and
candidate interview
expenses
185152185
Professional Services - Milk
Commissioner costs, fees
paid to Council’s appointees
to the Milk Price Panel, legal
costs
110112125
Total other costs
contributed to or met by
Council
1,191652955
Combined Total3,2712,6943,155

12
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Budget
Council seeks Shareholder approval for a budget of $2.2 million
for Council operating costs for FY21 and $955,000 for other
costs contributed to or met by Council, giving a combined total
of $3.155 million, as summarised above.
In November 2019 Fonterra Shareholders approved a budget
of $3.271 million for FY20 of which $2.694 million (82%) was
utilised.
Material variations between FY20 budgeted and actual
expenditure, and FY20 actual spend and FY21 budgeted spend
are summarised as follows:
• Council meetings: Costs exceeded budget, even with one
online meeting due to COVID-19 restrictions. During FY21
full Council will meet less frequently, however Committees
will need to meet occasionally in person. These meetings
will be scheduled as possible around Ward engagements to
manage costs.
• Councillor engagement with farmers in Wards: As
an extension to individual Councillor engagements in
Wards and in response to farmer requests, Leadership
Team meetings in Wards were planned for FY20 but were
impacted by COVID-19 restrictions. Recognising farmer
feedback during the Review of Council, more regional and
Ward engagements are planned for FY21.
• Councillor training and development: Councillor training
and development is imperative to Council effectively
fulfilling its functions. In FY19 and FY20 Council did not
allocate budget to training given the Fonterra wide focus
on reducing expenditure. The FY21 budget will enable all
25 Councillors to undertake targeted relevant training and
development, and reflects spend prior to FY19.
• Review of Council: The FY20 Budget did not include costs
for the Review as the Steering Group had not been formed
and would determine the Review process. Costs were
managed through the Terms of Reference which required
prior approval.
• External analyst support: Recognising farmer feedback
during the Review of Council, allowance has been made
for additional support including for financial analysis and
surveys.
• MyConnect conference: The 2020 conference was
cancelled due to COVID-19 restrictions. FY20 actual costs
are Council’s share of non-refundable deposits, which can be
credited to 2021 event costs. Allowance has been made for
the same contribution to the 2021 conference as in recent
years ($210,000), less the deposits already paid.
• Understanding Your Co-operative Programme: One
Programme was held in December 2019. The other planned
FY20 event and a series of shorter regional Know Your Co-op
programmes were cancelled due to COVID-19 restrictions.
Two UYCP events are planned for FY21.
• Governance Development Programme: COVID-19
restrictions required the second workshop to be deferred
to October. As a result, a significant proportion of the 2020
intake’s Programme costs will fall into FY21. After finalising
the FY20 budget the Governance Development Committee
decided to increase participant contributions which resulted
in a lower cost to the Co-op. This Programme is a joint
Council and Board initiative, with costs shared equally
between Council and the Board.
• Director election: The budgeted FY21 reduction in
Returning Officer costs reflects the costs that relate
to Councillor and Directors’ Remuneration Committee
elections (and the Fonterra Farmer Custodian Trust election
in 2019), which are met by Fonterra head office which
manages those elections.
Work Programme
Council’s work programme for FY21 includes the following key
workstreams:
Connection
• Foster members’ engagement with their Co-op through
Ward and regional meetings
• Understand members’ interests, needs and perspectives
through survey and meetings
• Represent members’ interests, needs and perspectives to
the Board
• Provide regular feedback on how members’ interests, needs
and perspectives have been represented
• Report on how members’ interests, needs and perspectives
align with Board strategy and Co-op performance
• Provide Councillors with relevant learning and development
programmes
• Foster Councillor succession
• Deliver the Understanding Your Co-operative Programme
Guardianship
• Progress any changes (including Constitutional, Council
By-laws, Board-Council-Management Working Interface
document (as applicable)) arising from the Review of Council
• Review and refresh (as necessary) the Co-operative
philosophy and principles, and promote greater member
understanding
• Manage the Director election in consultation with the
Board, and appoint the Returning Officer and Council’s
independent appointee to the Independent Selection Panel
• Represent members’ interests in relation to changes to the
terms and conditions of supply and the operation of the
Fonterra Shareholders’ Fund and the Fonterra Shareholders
Market

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
13
• Jointly with the Board, formally review the 2016 Governance
and Representation Review changes
Accountability
• Meet with the Board each quarter to understand
performance, strategy and future prospects and how well
members’ interests, needs and perspectives are being met
• Represent members’ interests in relation to Milk Price
Manual changes and governance
Council will report to members at least quarterly, including
through its Annual Report and at the 2021 Annual Meeting.
Shareholder Proposal
Under clause 15.1 of the Constitution, a Shareholder may give
written notice to the Board of a matter which the Shareholder
proposes to raise for discussion or resolution at the next
meeting of Shareholders at which the Shareholder is entitled to
vote. Under the provisions of section 9 of the first schedule to
the Companies Act, the Shareholder may include a statement of
not more than 1000 words in support of the proposal, together
with the name and address of the proposing shareholder.
Resolutions 9, 10 and 11: Mr Paterson’s Proposal
The Company has received the following proposal from Mr Tony
Paterson for shareholder consideration and resolution at the
Annual Meeting.
“To consider and support the following resolutions to restrict
the Fonterra Shareholders’ Council to performing only its
Constitutional duties in the manner detailed below, and that
funding for these limited activities be via a cents/per kgMS levy to
be determined by a farmer vote every year.
Resolution 9: That the Shareholders’ Council must engage an
external expert to produce reports that satisfy clause 16.1(e) and
16.1(g)(iii) of the Constitution:
(e) subject to any applicable legislative or regulatory requirement
and to the Market Rules, receiving and commenting on reports
from the Board on the Company’s consolidated and key business
unit operations at least four times each Season, such reports to
include a commentary on actual achievements compared with
the Board’s statement of intentions for the performance and
operations of the Company for that Season, and the Company’s key
performance indicators;
(g) preparing the Shareholders’ Council’s programme and budget
for each Season and, at each annual meeting of the Company:
(iii) reporting on the view of the Shareholders’ Council as to the
Company’s direction, performance and operations including
a commentary on actual achievements compared with the
Board’s statement of intentions for the performance and
operations of the Company for the most recently completed
Season.
Resolution 10: That the Council’s annual budget be reduced in-
line with its constitutional purpose to a total of
$2,271,000 based on the following activities:
FY20 BudgetNew Budget
Operating Costs
(Communications,
Councillor
Honoraria, Council
staff, meetings,
Milk Commissioner,
Milk Price Panel
appointees, legal,
insurance, I.T)
$2,010,000$1,450,000
(achieved by reducing
the number of
committees, meetings
and utilising technology
to reduce travel
expenses)
Connection
(My Connect
conference,
UYCP, Purpose
Review, Councillor
development,
Shareholder
engagement).
$590,000$0
(These programmes will
now be fully-funded and
run by Management
using existing resources)
Governance
Development
Programme
$146,000$146,000
(This is a 50%
contribution to the
cost of the programme
which is shared
with the Board. The
programme is governed
by the Governance
Development
Committee)
Guardianship
(Elections -
Returning Officer,
ISP, candidate
meetings)
$475,000$475,000
Performance
(External analyst
and advice)
$50,000$200,000
(This cost increase
reflects the out-sourcing
of quarterly performance
updates and creation of
any special reports)
Total$3,271,000$2,271,000
Resolution 11: That the funding model for the Shareholders’
Council to be in the form of a Milk Price levy, voted
on by farmers every year and starting at 0.0015
cents per kgMS for the 2021 Financial Year.”

14
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
The Board believes that Mr Paterson’s proposal raises
matters which are best considered by Shareholders.
For this reason, the Board will not be making a
recommendation to Shareholders regarding the
resolutions contained within Mr Paterson’s proposal.
The Shareholders’ Council has advised it does not support
the proposal.
This Shareholder proposal is three ordinary resolutions
requiring the support of a simple majority of the votes of those
Shareholders entitled to vote and voting on the resolutions.
Under Fonterra’s Constitution, the resolutions will not be
binding on the Board or Shareholders’ Council.
The proposing Shareholder, Mr Tony Paterson, was entitled to
provide a statement in support of the proposal. The following
was supplied:
Outcome:
For the Fonterra Shareholders’ Council to be restricted to
performing its Constitutional duties only, and that its funding
be provided by way of a cents per kgMS levy to be determined
by a farmer vote every three years.
Sponsors:
Tony Paterson
Background:
We are incredibly disappointed with the outcome of the
Shareholders’ Council Review. It is a lost opportunity to
return our representative body to the effective, respected
organisation it has been in the past.
Overwhelmingly, farmer feedback is that the Shareholders’
Council has not performed. It is ludicrous that the review
Steer-Co’s response to this is to suggest giving the Council
even greater responsibility.
Ultimately, everything we need from our Shareholders’ Council
is already possible within Clause 16.1 of the Constitution
today. In short, our proposal is that the Shareholders’ Council
stick to its Constitutional functions, provide farmers with
independent and expert financial analysis, and look for
significant cost-savings by transferring some activity to the
management team.
There has been a lot of noise about the Shareholders’ Council
being a ‘cornerstone shareholder’ and ‘holding the board to
account’. None of that is included within our Constitution.
Over time, Council has anointed itself with those titles
and expanded its scope - to the detriment of its overall
performance.
A review or self-assessment of the skills and attributes of our
Councillors was critically left out of the scope of this latest
review.
Our Shareholders’ Councillors are good people. They are
committed, passionate members of our ownership base who
are well placed to represent farmer interests to the Board and
communicate their independent view of the Co-op’s direction
farmer-to-farmer.
Councillors are also well-placed to advocate on behalf of their
fellow farmers when it comes to national or Co-operative
issues that impact their on-farm practices, such as freshwater
policy, DIRA, or the emissions trading scheme.
Aside from the skills and experience gained through their
farming businesses, Councillors may also be highly skilled in
other areas as a result of tertiary education or professional
careers in other sectors.
However, unlike our Directors, Councillors are not assessed
or elected against any set criteria of skills and attributes.
Therefore , it cannot guarantee that within its membership,
Council will have the ability to critically assess the performance
of the Board or Management team when it comes to complex
issues such as investment/divestment strategy or overall
financial performance.
Council is setting itself up for failure by anointing itself the
‘cornerstone shareholders’ and charging itself to ‘hold the
board to account’ - roles that it is neither empowered nor
qualified to undertake.
In developing the following proposal, we have looked at
the overlap between Council’s Constitutional function, the
capabilities of Councillors , and what farmers want from their
Council.
This leaves you with narrow list of jobs for the Shareholders’
Council that is more cost effective for farmers, and ultimately
can be delivered by the calibre of people filling Council positions.
The Refreshed Fonterra Shareholders’ Council
Role definition:
To share the collective view of Fonterra’s farmer-owners with
the Board and ensure the Co -operative acts in accordance with
our Co-operative Principles and its Constitutional purpose.
Scope:
a) Represent farmers‘ collective interests to the Fonterra
Board and ensure the Co-operative acts in accordance with
our Co-operative Principles and its Constitutional purpose.
b) Manage the Director election process in consultation with
the Board.
c) Oversee the creation of an independent quarterly review
of the Co-operative’s performance against the Board’s
statement of intentions, and report that back to farmers.
d) As required, commission a special report (whether internal
or independent) on specific projects or activities of the
Co-operative and report that back to farmers.
e) Call a special meeting of Shareholders, if the Shareholders’
Council has serious concerns about any Co-operative issue.
f) Consult with the Board in relation to the operation of the
Fonterra Shareholders Market and any Authorised Fund.

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
15
g) Consult with the Board in relation to any changes to the
Milk Price Manual and the Milk Price Principles.
h) Appoint any Valuer and procuring that any such Valuer acts
in accordance with the provisions of this Constitution.
i) Appoint and coordinate with the Milk Commissioner.
j) Publicly advocate on behalf of Fonterra farmers on matters
that impact their on-farm practices or the future of the
dairy industry.
Shareholder’s Council Budget:
FY20 BudgetNew Budget
Operating Costs
(Communications,
Councillor
Honoraria,
Council staff,
meetings, Milk
Commissioner,
Milk Price Panel
appointees, legal,
insurance, I.T)
$2,010,000$1,450,000
(achieved by
reducing the number
of committees,
meetings and utilising
technology to reduce
travel expenses)
Connection
(My Connect
conference,
UYCP, Purpose
Review, Councillor
development,
Shareholder
engagement.
$590,000$0
(These programmes
will now be run by
Management using
existing resources)
Governance
Development
Programme
$146,000$146,000
(This is a 50%
contribution to the
cost of the programme
which is shared
with the Board.
The programme
is governed by
the Governance
Development
Committee)
Guardianship
(Elections -
Returning Officer,
ISP, candidate
meetings)
$475,000$475,000
Performance
(External analyst
and advice)
$50,000$200,000
(This cost increase
reflects the out-
sourcing of quarterly
performance updates
and creation of any
special reports)
Total$3,271,000$2,271,000
Funding:
Shareholders’ Council funding be provided by way of a cents/
per kgMS levy to be determined by a farmer vote every year.
For the 2021 Financial Year, based on the budget above, the
levy would be set at 0.0015 cents per kgMS.
Farmer support:
We seek your support for this proposal to simplify and
improve the representative function of our Co-operative. We
appreciate the need for consultation with shareholders, but
believe this has been achieved through the official Steer-Co
and other recent Governance and Representation reviews in
2016 and 2019.
For our resolution to be successful, we require 50% support
of farmer votes cast and ask that you support all three of our
resolutions that will bring about this change.
If however you do not support one or more of the resolutions
we have put forward, we ask that you support those that you
do agree with as each resolution has merit in its own right.
Phone or email:
Any farmer who wished to discuss this proposal is welcome to
contact Tony Paterson by phone or email on the details below
Ph 0275948341 email tp.lisa@xtra.co.nz
The Board comments on Mr Paterson’s Proposal as
follows:
The Board respects the rights of Shareholders to propose
resolutions for consideration by all Shareholders. The Board
believes that Mr Paterson’s proposal raises matters which are
best considered by Shareholders. For this reason, the Board will
not be making a recommendation to Shareholders regarding the
resolutions contained within Mr Paterson’s proposal.
The Shareholders’ Council has reviewed Mr Paterson’s
Proposal.
Council respects the right of Shareholders to propose matters
for discussion or resolution at meetings of Shareholders.
Council has considered Mr Paterson’s proposal and the
statement provided in support of the proposal. Council does not
support the proposal for the reasons set out below.
1. The proposal pre-empts the outcomes of a review of Council
which has been conducted this year by a Steering Group
having a majority of members independent of the Council
and the Board. The Steering Group signalled possible
changes to Council’s role and functions in its Issues and
Options Discussion Paper sent to Fonterra farmers in late
August, which preceded a nation-wide series of consultation
meetings to discuss those issues and options. The Steering
Group’s final report and recommendations are expected to
be released soon (before the 2020 Annual Meeting). It is
premature for farmers to give a view on the outcomes of
the review before they are finalised and communicated to
farmers, or the recommendations have been acted on and
implemented.

16
FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
2. The proposal is not fully consistent with the views that
have been expressed by Fonterra farmers. Feedback and
submissions during the review clearly evidence that the vast
majority place a high value on all of Council’s representation,
monitoring, connection and guardianship functions.
This includes farmers wanting Council to help them feel
connected to their Co-op and also wanting greater visibility
of Councillors in their Wards to hear their views.
3. Council has seen the Steering Group’s draft final report.
Councillors are confident that changes can be implemented
and that these changes will address the issues identified by
Fonterra farmers during the review.
4. The Steering Group’s review has followed a thorough
and considered process, and has drawn on feedback and
submissions from Fonterra farmers, discussions with
independent experts of co-operatives (in New Zealand
and internationally), academic literature, discussions
with Council and the Board, and the Steering Group’s
own analysis. Council is confident that the Steering
Group’s recommendations are very well informed, have a
sound basis and will result in a Council that better meets
expectations and gives the Co-op’s members more effective
representation.
5. It is not accurate to assert that the Steering Group is
suggesting that the Council is given greater responsibility.
As noted in its Issues and Options Discussion Paper the
Steering Group’s proposed changes are ‘all aimed at
sharpening the Council’s focus and increasing its value for
members’.
6. The proposal does not recognise that:
• Council has for many years engaged external expertise
to assist with its analysis of Board reports on the
Company’s performance and operations. Council
currently reports quarterly. However quarterly reporting
against the Board’s Statement of Intentions (SOI’s) has
been prevented as the SOIs are not published until after
the end of the financial year. From FY21 Council will
be able to report against the SOIs on a quarterly basis
during the financial year and Council will engage external
analyst support to do this. Council’s budget set out in
this Notice of Meeting reflects this.
• In order to effectively represent Fonterra farmers’
collective interests to the Board, Councillors must be
enabled to connect and engage with the farmers they
represent, however no budget has been allocated to do
that.
• Councillors are elected against a ‘key qualities and
capabilities list’ which is included in the Candidate
Handbook when nominations are sought and in the
Candidate Profile booklets sent with voting papers.
• Bodies that operate effectively under a levy based
funding model must manage funding volatility arising
from production variations by holding adequate reserves
to cover poor seasons. Council has no ability or desire
to retain farmers’ funds in this manner. Council’s budget
for the year ahead already requires Shareholder approval
at each Annual Meeting. That budget must be adequate
for it to perform all the functions it is tasked with under
the Constitution. For these reasons Council believes
the current funding model and process for approval by
Shareholders is appropriate.

FONTERRA ELECTIONS 2020 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
17

If undelivered please return to:
The Returning Officer
Fonterra Elections 2020
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

YOU CAN VOTE IN ONE OF THE FOLLOWING FOUR WAYS:
HOW TO COMPLETE THE PROXY PAPER AND APPOINT A PROXY
1. Appoint a proxy: Provide the full name and address of your chosen proxy in the box labelled “Primary Proxy”.
A proxy need not be a Shareholder.
The Chairman of the Meeting is willing to act as your primary proxy. If you wish to appoint the Chairman of the
Meeting you can simply write “Chairman of the Meeting”.
It is recommended that you appoint an alternate proxy as well, in case your primary proxy is unable to attend
on the day of the Annual Meeting. Please provide the full name and address of your alternate proxy in the box
labelled “Alternate Proxy”.
Please note: You do NOT need to appoint an alternate proxy if the Chairman of the Meeting is your primary
proxy.
2. Instruct your proxy how to vote: You can instruct your proxy how to vote by placing a tick in either the “For”
or “Against” box. Your proxy CANNOT change the direction of your vote if you instruct them how to vote in
this manner. If you do not instruct your proxy how to vote by placing a tick in either the “For” or “Against” box,
then your proxy can vote as she/he determines.
3. Sign the form: Each Shareholder must sign the paper:
• Individuals/Sole Proprietors: the Shareholder must sign the paper.
• Companies: a duly authorised representative of the company must sign the paper.
• Joint Shareholders (including trusts, partnerships and estates): it is your responsibility to ensure that the
person(s) signing this paper is/are authorised to sign on behalf of, and bind, all joint holders.
• Attorneys: if the paper is signed under a power of attorney, it must be accompanied by a signed certificate
of non-revocation of the power of attorney. The power of attorney under which the paper is signed must be
sent with the paper if the power of attorney has not been previously produced to the Company.
4. Return the form: Return the proxy paper as soon as possible. It must be received by the Returning Officer no
later than 10.30am on Tuesday, 3 November 2020.
• Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.
To ensure your Proxy Paper reaches the Returning Officer before the close of voting please post no later than Thursday,
29 October 2020.
HOW TO APPOINT A CORPORATE REPRESENTATIVE
In the case of a Shareholder that is a company or other body corporate, a representative can be appointed to
attend the Annual Meeting by completing the proxy form. In this form, proxy can mean proxy or representative
appointed for a company or other body corporate or entity.
ERRORS AND OMISSIONS
By signing and returning the proxy paper, you authorise Fonterra, in its sole discretion, to rectify any errors in, or
omissions from, the paper form, including by inserting and correcting details.
REVOKING YOUR APPOINTMENT
If you change your mind on the appointment of a proxy or representative, you can revoke the appointment by
written notice to the Company. Such notice must be received at the registered office of the Company - Fonterra
Annual Meeting, Fonterra Co-operative Group Limited, Private Bag 92032, Auckland 1142 no later than 10.30am on
Tuesday, 3 November 2020.
FONTERRA ANNUAL MEETING 2020
Combined Annual Meeting
Voting / Proxy Paper
FONTERRA ANNUAL MEETING 2020
Annual Meeting
Proxy Paper Information
INTERNET VOTING
Vote via Farm Source website at: www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password – see below.
IMPORTANT: By entering the PIN and password you warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this Voting Paper and it can be destroyed.
POSTAL VOTING
Post the completed Voting Paper to electionz.com in the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning Officer before the close of voting
please post no later than Thursday, 29 October 2020.
AT THE MEETING
If you plan to attend the meeting, bring this form with you.
Voting instructions:
• Indicate your vote with a tick
• When advised by the Chairman of the Meeting, pass the completed Voting Paper to an
official of the meeting.
BY PROXY
Appoint a person to attend the Annual Meeting and vote on your behalf.
A proxy need not be a Shareholder.
1
2
3
4
PINPASSWORD
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT: 10.30AM ON TUESDAY, 3 NOVEMBER 2020
10.30am on Thursday, 5 November 2020. Copthorne Hotel & Resort Solway Park Wairarapa,
High Street, Masterton.

Indicate your vote with a tick
FORAGAINST
1
Resolution 1: That no increase of remuneration of Directors be approved
2
Resolution 2: That no increase of remuneration of Shareholders’ Councillors be approved
3
Resolution 3: That no increase of remuneration of Members of Directors’ Remuneration
Committee be approved
4
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors to fix the
auditor’s remuneration
5
Resolution 5: Ratification of appointment of Holly Kramer
6
Resolution 6: Ratification of appointment of Bruce Hassall
7
Resolution 7: Approval of open entry related amendments to the Constitution
8
Resolution 8: Approval of the Shareholders’ Council programme and budget
SHAREHOLDER PROPOSALS
Indicate your vote with a tick
FORAGAINST
9
Resolution 9: Mr Paterson’s Proposal
10
Resolution 10: Mr Paterson’s Proposal
11
Resolution 11: Mr Paterson’s Proposal
FONTERRA ANNUAL MEETING 2020
Annual Meeting Voting Paper
FONTERRA ANNUAL MEETING 2020
Annual Meeting Proxy Paper
Use this paper to vote online, by post or by attending the Annual Meeting to vote in person.10.30am on Thursday, 5 November 2020. Copthorne Hotel & Resort Solway Park Wairarapa, High Street, Masterton.
Supply No.:
Details of person completing this Voting Paper:
First Name:
Surname:
Signature:
Only use this paper if you do not plan to attend the meeting but wish to be represented by a proxy holder at the meeting.
This paper can also be used by a Shareholder that is a company or other body corporate to appoint a representative.
There are no voting restrictions on the resolutions to be considered at the meeting.
A: Shareholder Details
Name:
Supply Number:
Party Number:
B: Appointment of Proxy
If you wish to appoint someone as your proxy, insert their full name and address below. The Chairman of the Meeting is willing to act as a proxy.
Primary Proxy: I/We appoint:
Full name of your proxy:
Full address of your proxy:
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held at 10.30am on Thursday, 5 November
2020 and at any adjournment of that Annual Meeting.
Alternate Proxy: You do not need to appoint an alternate proxy but it is recommended that you do so, unless you are appointing the Chairman of
the Meeting as proxy. The Chairman of the Meeting is willing to act as an alternate proxy. If the person I/we have appointed is unable to be my/
our proxy then I/we appoint:
Full name of your alternate proxy:
Full address of your alternate proxy:
C: Voting Instructions
You only need to complete this section if you want to instruct your proxy holder how to vote.
FORAGAINSTFORAGAINST
1
Resolution 1
7
Resolution 7
2
Resolution 2
8
Resolution 8
3
Resolution 3
9
Resolution 9
4
Resolution 4
10
Resolution 10
5
Resolution 5
11
Resolution 11
6
Resolution 6
Signature(s) of Shareholder(s) named in Section A (Please see signing instructions on the next page.)
By signing this form, I/we warrant and undertake that I/we are authorised to sign on behalf of, and bind, the Shareholder(s) named in Section A.
Name of Shareholder:Signature:
Full name and title of signatory:Date:
Name of Shareholder:Signature:
Full name and title of signatory:Date:
Name of Shareholder:Signature:
Full name and title of signatory:Date:
If you are appointing a proxy, return this paper as soon as possible. It must be received by the Returning Officer no later than
10.30am Tuesday, 3 November 2020.
Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.

---

Fonterra Elections 2020
Board of Directors
Candidate Profiles

2
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Fonterra Directors Election Introduction 1
Attributes and Skills 2
Report of Independent Selection Panel 5
CANDIDATE PROFILES
Mike O’CONNER 7
Brent GOLDSACK 10
Cathy QUINN 13
Nathan GUY 16
Nicola SHADBOLT 19
Annabel COTTON 21
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 1,000 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined by
the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet points)
has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no responsibility
for the content, or accuracy of the content, contained in Statements supplied by
candidates.
Warwick Lampp, Returning Officer – 2020 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
1
Fonterra Directors Election Introduction
Voting is now open for the election of TWO (2) Directors to the Fonterra Board.
This year there are six candidates: four Independently Assessed Candidates (Mike O’Connor, Brent Goldsack, Cathy Quinn and Nathan
Guy), and two Non-Assessed Candidates (Nicola Shadbolt and Annabel Cotton).
The Fonterra Board has provided details of the Attributes and Skills the Board is seeking in the 2020 Directors’ Elections (pages 2-4 of
this booklet).
The four Independently Assessed Candidates have been assessed by the Independent Selection Panel against the desired Attributes
and Skills. The Independent Selection Panel’s Report outlining the process followed is on page 5 of this booklet. The Panel’s
assessment is included prior to each of these candidates’ Profile Statements.
The Non-Assessed Process allowed any Fonterra Shareholder (with the support of not less than 35 different Shareholders) to put
themselves forward as a Director candidate and be considered for election by their fellow Shareholders alongside the previously
announced Independently Assessed Candidates. Nicola Shadbolt and Annabel Cotton are standing as Non-Assessed Candidates in
2020.
‘First Past the Post’ Voting System
The Farmer Directors’ election uses First Past the Post voting. Each Shareholder may vote in favour of up to (but no more than) two
candidates.
The two candidates with the highest number of votes will be elected to the Board. In the event of a tied vote the outcome will be
determined by lot by the Returning Officer.
Fonterra Director Candidate Meetings
Fonterra Shareholders have the opportunity to meet and ask questions of the Director candidates at eight meetings throughout the
country.
Chaired by the Fonterra Shareholders’ Council, these meetings provide a setting in which candidates meet with and answer questions
from Fonterra Shareholders with a focus on explaining how their governance skills and attributes meet the requirements of the
Co-operative.
The format of the meetings will be that of a panel discussion whereby candidates are first provided an allotted time to introduce
themselves before the Chair takes questions from the floor and moderates.
The dates and locations of the meetings are as follows:
Date Time Location Venue
Monday 19 October 7:00 – 9:00pmInvercargillAparima Room, Ascot Park Hotel
Cnr Tay Street & Racecourse Road, Invercargill
Tuesday 20 October11: 00am – 1:00pmTimaruTalbot Room, The Landing Service Conference Centre
2 George Street, Timaru
Tuesday 20 October7:00pm – 9:00pmTempletonClubhouse (upstairs lounge), Templeton Golf Club
Pound Rd, Templeton, Christchurch
Wednesday 21 October11: 30am – 1:30pmStratfordMain Lounge, Stratford Golf Club
Pembroke Road East, Stratford
Wednesday 21 October7.00pm – 9.00pmPalmerston NorthElmwood Room, Palmerston North Convention Centre
354 Main Street, Palmerston North
Thursday 22 October11. 30am – 1.30pmRotoruaTotara Room, Holiday Inn
10 Tryon St, Whakarewarewa, Rotorua
Thursday 22 October7.00pm – 9.00pmHamiltonGallagher Building, Mystery Creek Event Centre
125 Mystery Creek Rd, Hamilton
Friday 23 October11. 00am – 1.00pmWhangareiLevel 2 Lounge, Semenoff Stadium
51 Okara Drive, Whangarei

2
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
All of our Directors must believe in and value the Co-operative
and be able to demonstrate that they have the attributes and
skills needed to deliver governance at a level expected for a
globally competitive New Zealand dairy co-operative.
Directors on most boards operate within a band of governance
experience, from the most experienced through to those who
are newer to the particular role, organisation or industry. Over
time, newer directors gain more experience and this helps
ensure that there is succession on a board as well as a range of
views and perspectives.
In order to attract the best candidates for our Board, we will
need to access the attributes and skills that we know are in our
farmer shareholder base that will result in the right balance of
experience and ability on the Board over time. It is important for
potential candidates and for all our farmer shareholders to be
clear on what is required on our Board to deliver the necessary
performance and to set up our Co-operative for success in the
future.
We have identified a list of attributes (described below) that
each Director of our Co-operative must be able to demonstrate.
For some of these attributes, a Director will continue to develop
expertise but it is important that they are able to show that they
have the attribute and the ability to keep developing in their
role as Directors of our Co-operative.
In addition to these required attributes, our Board requires a
set of skills to deliver good governance. There is no expectation
that each Director will have all of these skills but it is important
that they are appropriately represented across the Board. Some
Directors will have strengths in some of the skills while others
might be still developing them or will be able to rely on fellow
Directors to provide guidance and expertise in particular areas.
It is also important that the skills required for our Board take
into account the types of opportunities and challenges that
the Co-operative will face in the future, and ensure we are
developing the skills that may not be needed currently but will
be critical going forward.
This means that the search for skills on the Board should
always be looking to extend and build on current expertise. The
Fonterra Board Skills List (described on page 3) should never
show that all skills are currently being delivered – it works best
when it shows the aggregate skills that are shared across the
Board as well as the skills that will be needed to deliver on the
strategy in coming years. This has resulted in a balanced mix of
skills related to the current requirements of the Co-operative,
which will continue to be enhanced to match Fonterra’s future
requirements.
A Director needs to demonstrate each of the attributes but
does not need to be able to demonstrate each of the skills. The
key requirement for a Director is that they are able to meet
the governance requirements at the level required for our
Co-operative. From time to time, we will identify particular
skills that may be needed on the Board. Prospective candidates
should not see the full list of skills or any particular set of skills
as a pre-requisite or as eligibility requirements but rather as
some of the things to take into account in considering if they
would meet the overall requirements for a Fonterra Director.
Attributes
We consider that there are certain attributes that all of our
Directors must be able to demonstrate. These are the core
requirements, and you should consider them carefully as you
will be asked to show how you are able to deliver on each
attribute.
(a) Understanding of and commitment to the highest standards
of governance including an understanding of the collective
group decision making processes adopted by the Fonterra
Board.
(b) Understanding of and empathy with the Co-op and its
farmer owners.
(c) Ability and knowledge to comprehend the wider commercial
and economic framework in which Fonterra operates.
(d) Broad governance experience.
(e) Proven track record of creating shareholder value.
(f) Global perspective.
(g) Time available to undertake a Director’s responsibilities.
(h) Sound judgement.
(i) Ability to apply strategic thought to important issues.
(j) Ability and willingness to constructively question, challenge
and critique and, where appropriate, offer alternative
viewpoints.
(k) Unquestioned honesty and integrity.
Attributes and Skills

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
3
Skills List
Our strength as a co-operative relies on us being able to maximise the opportunity for our farmer shareholders to move from
their farming businesses to the board room.
An appreciation of the experience and skills required to make that transition and access to adequate training are essential for
any farmer shareholder who wants to become a Fonterra Director.
We expect our Board to have access to Directors with on-farm dairy knowledge based on having run or owned a dairy
operation as a member of our dairy Co-operative, who are well versed in what drives Fonterra’s Farmgate Milk Price and
profitability in our global Co-operative, and who demonstrate strong co-operative values.
For a number of Directors’ Elections, we have used a skills list made up of the skills the Board requires to govern Fonterra.
This skills list has been updated regularly and is published in the documents for the Directors’ Elections each year. The list
has also been used to help with the selection and appointment of our Independent Directors. In addition to keeping the skills
list updated, the Board has considered the relative weighting of how much of each skill is needed on the Fonterra Board. This
weighting can be used to establish how much of each skill we need on the Board over time (ie. how many Directors need to
exhibit each skill and to what level).
Skill Category Definition
In Depth Dairy Farming Experience
Has deep “on farm” dairy experience, having run or owned dairy operations as a
member of our dairy Co-operative
Dairy Industry/ Understand Value
Drivers of Milk Price/ profit
Well versed in and has a strong understanding of what drives Fonterra’s milk price
and of the profit drivers of the Co-operative
Financial Experience
Has strong financial skills and knowledge gained through business management,
or is a highly experienced auditor, or has functional expertise in a senior financial
position to make them a qualified financial expert
Risk Management Experience
Has had senior level experience in, or governed organisations that have
significant risk management frameworks including health and safety and
reputational risk management
Global Manufacturing/ Commodity
Experience
Has experience running manufacturing assets in order to maximise financial
return/or experience at a senior executive or governance level in a global
commodity business
Consumer Experience
Has had a senior level executive or governance role in a consumer-oriented, retail
or consumer goods company with significant local, regional or global brands
Effective leadership
Demonstrated governance leadership experience. Has had executive or
governance experience in strategy oversight, stakeholder management and
human resource/ people management, in particular, experience in environments
that value and demonstrate diversity of thinking and diversity of approach
Commercial/ Value creation track
record
Has functional experience as CEO of a large operating business or has been
the primary person responsible for driving significant value creation of either
a private or public organisation, including developing strategy and leading
implementation
Global Experience/ Understanding
Has a deep understanding of international issues, has had on the ground
experience in Asia or other emerging markets, or has a proven global mindset
Technology Strategy and Governance
Has knowledge and experience in the governance, strategic use and risk
management of technology including information systems
Corporate Sustainability and
Responsibility Expertise
Has knowledge and a strong understanding of corporate sustainability including
the management of social, environmental and economic factors and their
contribution to long-term value creation
Innovation and Research and
Development
Has experience in or a strong understanding of the management or governance
of research and development and applied innovation

4
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
2020 Skills Matrix – Aggregated Skills of Existing Fonterra Board
In Depth Dairy Farming Experience
Dairy Industry / Understand Value Drivers of Milk Price / Profit
Financial Experience
Risk Management Experience
Global Manufacturing / Commodity Experience
Consumer Experience
Technology Strategy and Governance
Corporate Sustainability and Responsibility Expertise
Innovation and Research and Development
Effective Leadership
Global Experience / Understanding
Commercial / Value Creation Track Record
Required skill level
Desired skill levelREMAINING BOARD
DIRECTORS RETIRING BY ROTATION
Skills Matrix
The Fonterra Board has produced a Skills Matrix. The purpose of the Skills Matrix is to show:
• the aggregate skills of the current Board
• for each skill the required level of that skill across the whole Board and the desired level of that skill
The Board has determined these required and desired levels based on the right mix of skills to govern Fonterra currently, the
present composition of the Board and the future strategic needs of the business.
The Skills Matrix uses blue horizontal bars to show the current aggregated skill of the Board. The whole of each blue bar
represents the current Board’s aggregated level for each skill, and the darker shading within those bars represents the skills of
the directors who are retiring by rotation in the current year.
The lighter shading represents the skills of directors who are not retiring in 2020.
The Skills Matrix will be provided to prospective candidates and to farmer shareholders to show them the skills that the Board
is looking for over time, and should be used as guidance. The Skills Matrix will be supplied to the Independent Selection Panel
to assist them as they assess the best candidates for the Board, and the Matrix will also provide useful information for farmers
when making voting decisions.
Based on this Skills Matrix (see below) the Board has prioritised a list of targeted skills being sought in the 2020 Farmer
Director Election. These are:
(a) Effective Leadership
(b) In Depth Dairy Farming Experience
(c) Financial Experience
(d) Global Manufacturing / Commodity Experience
(e) Global Experience / Understanding; and
(f) Innovation and Research & Development
Prospective candidates should consider these targeted skills, but should also consider the broader set of skills as they may
be able to demonstrate strengths and potential in some or all of these broader skills that would still make them worthy of
consideration.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
5
Introduction
This report sets out the 2020 process undertaken by the Independent Selection Panel (Panel) to:
• Rigorously assess and evaluate potential Farmer Director candidates under the Independent Assessment Process and make
recommendations to Shareholders of the Farmer Director candidates to stand for election at the upcoming Fonterra 2020 election
of directors; and
• Rigorously assess and evaluate incumbent directors standing for re-election in the 2020 election of directors who elected to
participate in the Independent Assessment Process.
The Panel was formed in 2016 by the Fonterra Board of Directors and the Fonterra Shareholders’ Council to provide intending
candidates with a confidential, rigorous and totally independent assessment of their skills and experience against the attributes and
skills required by the Fonterra Board in any year; and to provide Shareholders with independent and comprehensive information
about recommended candidates. The membership and operations of the Panel are independent of the Fonterra Board and Fonterra
Shareholders’ Council.
A joint committee of the Fonterra Board and Fonterra Shareholders’ Council was established in March 2019 to review the director
election process, following which changes were made to improve the independence and transparency of the ‘Independent Assessment
Process’.
The Panel Members for 2020 are as follows:
• Tony Carter, Independent Chair appointed by the Panel members
• Joan Withers, Independent Member appointed by the Fonterra Board
• Rob Campbell, Independent Member appointed by the Fonterra Shareholders’ Council
The objectives of the Panel are:
• To have high quality Farmer Director candidates nominated for election to the Fonterra Board; and
• That Shareholders will be better informed in the electoral process.
2020 Process Undertaken by the Panel
The Panel met in July to:
• Elect the Chair of the Panel and note the re-appointment of the representative Panel members by the Fonterra Board and Fonterra
Shareholders’ Council;
• Appoint an independent secretariat to assist the Panel;
• Appoint an independent search agent to support the assessment of intending Independently Assessed Candidates;
• Consider and note the required attributes and skill requirements for director candidates, as set by the Fonterra Board;
• Review and recommend minor amendments to its Terms of Reference;
• Agree the 2020 Panel Search Brief; and
• Agree the timetable to be followed in respect of the 2020 election process.
Following review of the nominations received, and an initial interview and reference checking process conducted by the Panel’s
independent search agent, the Panel interviewed each of the candidates that applied under the 2020 Independent Assessment
Process.
The Panel instructed the independent search agent to arrange interviews with the selected candidates, including the incumbent
director standing for re-election who had elected to participate in the Independent Assessment Process. The interviews were
all conducted over a two-day time-period. Time was allowed for deliberation after each interview and following conclusion of all
interviews.
Report of Independent Selection Panel
Appointed In Respect of Fonterra Co-operative Group Limited (Fonterra)
2020 Election of Directors

6
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Tony CarterJoan WithersRob Campbell
During the selection process, the Panel undertook a rigorous assessment of each candidate’s attributes, skills and experience relative
to those identified in the 2020 Candidate Handbook published by Fonterra, with particular regard given to the six targeted skills
identified.
The Panel considers that the interview process was conducted in such a way that each candidate had the same opportunity to
demonstrate why their attributes and skills meant they should be recommended by the Panel to shareholders for consideration as a
director of Fonterra.
Following the Independent Assessment Process, confidential feedback was provided to all candidates who participated in the process.
The incumbent director who is eligible for re-election this year, Brent Goldsack, confirmed he would stand for re-election in the 2020
election process.
The Panel unanimously selected three additional intending candidates to put forward to Shareholders for election (in alphabetical
order by surname) – Nathan Guy, Michael O’Connor, Cathy Quinn.
To assist Shareholders when deciding which candidates to vote for in the 2020 director elections, the Panel has prepared an
assessment summary of the incumbent director standing for re-election and the three additional intending candidates put forward by
the Panel, relative to the skills and attributes set out in the 2020 Candidate Handbook. These summaries are included in these Voting
Papers.
Declaration of Association
From time to time, Panel members may interview and assess intending candidates they have worked with in the past or have a
continuing business relationship with. The Panel is confident that, notwithstanding these associations, each Panel member will act
with professionalism and independent judgment when assessing Independently Assessed Candidates and it is the intention of the
Panel to make any such associations known to shareholders to ensure full transparency.
This year the Panel interviewed Cathy Quinn, with whom each Panel member has a current or prior business relationship.
Notwithstanding these associations, the Panel is confident that its assessment of each Independently Assessed Candidate during the
2020 Independent Assessment Process was based on merit and was not influenced by any prior or current business relationship with
Panel members.
Yours faithfully
Independent Selection Panel

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
7
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 476 9794
Email: mikeo@spectrumgroup.co.nz
Mike O’CONNOR
Independent Selection Panel (ISP) Assessment - Non-incumbent
Mike is a third-generation farmer and current General
Manager and majority shareholder of Spectrum Group.
The group comprises five Canterbury dairy farms and three
Waikato-based dairy operations, milking a total of 7,600 cows
and producing 3.1 million kgs milk solids/year. The group also
operates a large-scale heifer grazing block in Canterbury on a
fully irrigated 300ha lease block located in the West Melton
area. Mike started his farming career as a cadet, moving on
to a 50/50 sharemilking career which spanned twelve years.
He and his wife purchased their own Waikato dairy farm in
1992 where they still live and where they have raised three
children. Mike has been the General Manager of Spectrum
Group since 2007, leading the business through a complete
restructure in 2013 to allow the exit of other shareholders
and to create a sustainable business fit to withstand future
challenges and provide a succession pathway. He also has
experience in governance roles for several organisations,
including a current position as Chair of Koromiko Grazing Ltd.
Panel’s assessment of Mike’s capabilities relative to
2020 Attributes:
Whilst a lot of Mike’s governance experience has been in his
own businesses and is not broad in the traditional sense, the
Panel recognised that he takes a well-organised, pragmatic
approach to the oversight of farming objectives, constantly
strives for excellence and is unafraid to make bold decisions.
He introduced independent directors for example, including
an independent Chair onto the board of his own business,
Spectrum Group, and at a time when this was unusual in the
dairy industry. Mike impressed as an authentic, grassroots
New Zealand farmer who has worked his way up from being
a farm cadet to majority shareholder and General Manager of
an impressive and hugely successful farming business, whose
farms are considered ‘gold standard’. His humility and deep
sense of community contribution was viewed as innate in
his personality. His farming family background and personal
values embody the co-operative principles of collaboration,
fairness and shared property.
Panel members were satisfied that he had some
understanding of Fonterra’s commercial and economic
framework through his farming concerns. They saw his
considered judgement style and strategic mindset as a
strength and its success proven through his leadership of
a complex company restructure and his steady guidance
through the global financial crisis refinancing exercise. Mike
likes to take time to collate information before making
decisions to give the best possible chance of success – this is
his general judgement style.
It was acknowledged that the international experience
gained during an investment into a farm in Missouri, USA
and other overseas business trips, have given Mike a taste of
the challenges when operating offshore. But the Panel saw
that Mike’s heart generally lies closer to home in his deep
connection with the land and in nurturing a new generation
of farm leaders to ensure a bright future for the dairy industry
– a position Panel members strongly appreciated, believing
he would bring an extra level of shareholder connection to
the Fonterra board.
Panel’s assessment of Mike’s capabilities relative to
2020 Skills:
The Panel recognised Mike as a major shareholder and
General Manager of Spectrum Group and a successful ‘hands
on’ dairy farmer who cherishes the traditional but also
explores and considers the new. Spectrum Group is a Fonterra
top performer, and Mike’s focus is on building a thriving
business which gives others the opportunity to grow and
achieve in the dairy industry. Panel members welcomed this
commitment to build and nurture effective and loyal teams
and his approach to mentoring his staff to be the best they
can be, supporting from behind and leading from the front.
It is evident that achieving excellence in standards is very dear
to Mike, and he is just as happy in gumboots on the farm as he
is in corporate guise. Panel members observed that whilst he
is not a trained financier, he keeps very close to his business
and thoroughly understands the cashflows. At interview, he
could articulate some of the drivers of the milk price. The Panel
also saw that Mike has some global commodity experience
and international experience. In terms of technology, Mike
describes himself as a follower rather than a leader. In typical
style, he chooses technology carefully, with consideration
for the relevancy. However, he has demonstrated his ability
to embrace innovation in many areas of farm management.
Corporate sustainability and responsibility are very close to
Mike’s heart and he puts his staff and local rural communities
front and centre of what he does with the business. The Panel
were again impressed with his deep and natural connection to
the community eco-system.
The Panel acknowledge that Mike is the least experienced
candidate in a traditional governance sense, however, he
embodies the co-op principles and they believed he would
work diligently to develop skills where required to be an
effective Fonterra director.

8
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Being the eldest of six and the third generation of a farming
family, my destiny was set, I always wanted to be a farmer.
Having witnessed the frustrations of farming the family farm
during my childhood, I recognised that I needed to create my
own future and the dairy industry was the chosen pathway for
this.
My next realisation was that if I was to achieve farm ownership,
I had to develop sufficient expertise to operate profitably every
year. I needed to focus on the business of dairy farming.
The dairy industry has provided me with opportunities beyond
my expectations, but it has required resilience, energy, planning
and attention to detail, to bring these opportunities to life.
After completing a Diploma in Agriculture at Massey University,
I embarked on a 50/50 sharemilking career which spanned
twelve years. Andrea and I were married during the early stages
of our farming career and we have three adult children.
We purchased our own Waikato dairy farm in 1992 where we
continue to reside. Since then, we have grown our business
through the equity partnership model to include farming
operations in Waikato, King Country, Canterbury and for a
period, Missouri USA.
To complement my equity partners’ skills, my time was spent
on all parts of the business as was required but in particular
I have been involved in the set up of equity partnerships, the
management of them and the eventual restructure to satisfy
shareholder needs. There were challenges along the way and as
a result, I recognised the need for governance, organisation and
structure if the business was to have a long-term future.
Spectrum Group in its current form is the result of the
restructured business and Andrea and I are the majority
shareholders.
Attributes
Why do I believe that I have the requisite attributes to
contribute as a director of Fonterra?
• Firstly, I am a dairy farmer and I believe that a strong Co-
operative is necessary to ensure all New Zealand dairy
farmers can prosper. I am committed to the Co-operative
principles.
• My background may seem traditional, but I have reached
beyond the farm boundary to help grow our business. My
skillset expanded from undertaking initial due diligence
through to setting up and managing farming businesses
both within New Zealand and offshore.
• In my role as General Manager for Spectrum Group I helped
guide the business through refinancing from multi-banking
during the Global Financial Crisis, the restructure of the
original business over a two year period and resetting the
organisational framework to take the business forward.
• During my career, I have sought adult learning to
complement the experience already gained to remain
capable of managing the Spectrum Group. I believe that
these learnings combined with practical grass roots
experience, has provided me with the platform to step into
the Fonterra board.
• While I am a loyal team player with a collaborative style, I am
also comfortable in leadership roles. I am commercial and
work hard to become informed before sharing an opinion.
• I understand and differentiate governance from
management. As a Fonterra shareholder I have witnessed a
subtle change in the way Fonterra’s management and board
operate. This suggests that the Fonterra board is healthy,
and I would like to contribute.
Targeted Skills
I aim to achieve excellence in all that I do and expect that of
others around me. While this can be challenging for others at
times, I take pride in the culture that exists within Spectrum
Group.
• My skills are relatively broad being comfortable in overalls or
a suit jacket. Common sense, determination and attention to
detail is a pre-requisite to both.
• I committed to dairy farming early and remained so from
entering as a farm cadet through sharemilking to farm
ownership and equity ownership beyond the farm boundary.
• I recognise the importance of people in business and enjoy
helping develop potential, be it on farm or at a corporate
level. In the roles that I have had I have been given a unique
learning experience about people, structure and strategy.
• The experience gained while doing business in Missouri gave
me a taste of the challenges when operating offshore. I am
certainly no expert but do recognise that businesses such
as Fonterra need to be well versed around regulations and
cultures to operate a successful business abroad.
• I have operated in a management role reporting to our
Spectrum Board and in governance roles on boards.
This window into each side allows me to understand the
pressures that come with each role.
Candidate Profile Statement

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
9
Why Mike O’Connor?
My passion is farming, and I recognise there are many
opportunities that exist within the dairy industry. I have spent
the last decade in the General Manager’s role at Spectrum
Group helping to strengthen the business and organise it to be
capable of providing a successional answer for shareholders.
Our business is organised and is complemented by competent
and loyal people who are rising into the leadership roles within
the business. I have the time, experience and energy and want
to recognise the good fortune that I have enjoyed by serving on
the Fonterra Board which has had such an influence on our lives.
I realise that if elected, a position within the Fonterra Board of
Directors will be very challenging and I will do my best to be an
effective director.
Qualifications
Industry Involvement:
• Diploma in Agriculture - Massey University
• Winner - Waikato Sharemilker of the Year 1988
• Judge - NZ Sharemilker of the Year Competition. (judged for
3 years)
• Participant - Kelloggs Rural Leadership Programme
• Participant - NZ Institute of Directors Course
• Participant - NZ Icehouse Leadership Programme
• Participant - Fonterra Governance Development Programme
2010
• Participant - Seven Habits Programme
• Participant - ASB FAME Programme 2008
• Past Chairman - NZ Large Herds Conference, Waikato
Directorships:
• Director - Te Awamutu Veterinary Association, 1990 – 1996
• Director - RP O’Connor & Son Ltd
• Managing Director - Spectrum Group and associated
companies
• Chairman - Koromiko Grazing Ltd
• Director - M & A O’Connor Ltd
Candidate Interest Statement
Listed below are the details of all business, investment and other relationships I have with Fonterra Co-operative Group
Limited and its subsidiaries (the “Fonterra Group”) (including as supplying shareholder), or with any third party that transacts
with the Fonterra Group or carries on business in competition with the Fonterra Group:
I am a supplying Shareholder of Fonterra (in my name) jointly and with associated persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• M & A O’Connor Ltd 221,026 FC Shares
• R.P. O’Connor and Son Limited 199,623 FC Shares
• Burmont Holdings Ltd 441,599 FC Shares
• Jamieson Dairies Ltd 617,281 FC Shares
• Hinewai Holdings Ltd 248,614 FC Shares
• Mitcham Holdings Ltd 326,810 FC Shares
• Quintag Holdings Ltd 506,447 FC Shares
• Island Glen Dairies Ltd 355,463 FC Shares
I am a shareholder and director of the following companies supplying Open Country Dairies in a 50/50 sharemilking capacity:
• Piarere Holdings Ltd
• Totman Dairies Ltd
To the best of my knowledge and belief the disclosures set out above are full and complete.

10
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
INCUMBENT DIRECTOR - INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 756 154
Email: brent@dairygold.co.nz
Brent GOLDSACK
Independent Selection Panel (ISP) Assessment - Incumbent Director
Brent has served on the Fonterra Board for three years,
having been elected in November 2017. He is currently the
Chair of the Co-operative Relations Committee, is a member
of the Milk Price Panel, the Safety and Risk Committee,
the Capital Structure Committee, the Divestment Review
Committee, and the Disclosure Committee. In addition, he
serves as the Fonterra representative on the ‘Dairy Tomorrow’
Steering Group – which focuses on the strategy for the dairy
industry. Previously, Brent enjoyed a professional services
career with PwC of more than 20 years as a tax and financial
advisor. He advised many New Zealand companies operating
in the primary and export led sectors and led PwC New
Zealand’s ‘Behind the Farm Gate’ Agri strategy. He also holds
several governance roles, including director of Rabobank and
Chair of Waitomo Petroleum Group. He was previously on
the board of Canterbury Grasslands Limited and the New
Zealand National Fieldays Society. He is married with two
daughters and lives just outside of Hamilton. The family owns
three dairy farms in the Waikato milking 1,500 cows and takes
an active role in these businesses.
Panel’s assessment of Brent’s capabilities relative to
2020 Attributes:
The Panel appreciated that Brent has had the opportunity
to experience the dialogue and decision-making on the
Fonterra board. As such, they viewed his governance level,
understanding of the co-op and its commercial and economic
framework to be very strong, as might be expected from an
incumbent board member. He clearly takes immense pride in
the organisation and in what it has achieved over the past 2-3
years, whilst acknowledging there was still much more to be
done to realise further value for farmers, communities, and
the workforce.
With a 20+ year background at the global accounting
firm PwC, the Panel considered Brent’s understanding of
Fonterra’s wider commercial and economic frameworks,
and his judgment and strategic thinking, as some of his
greatest strengths and his value-add to the Fonterra Board.
He spoke convincingly about commercial performance and
strategy. As an advisor, he has worked with several of New
Zealand’s most significant companies to add value, including
those in the primary and export led sectors. He has also
worked internationally, which has contributed to his global
perspective.
The Panel was impressed with Brent’s energy and passion
for the Co-op. He is a clear communicator with a collegiate
personal style. He has multiple, diverse experiences to call on
and share when offering his contribution, which he delivers
with a deeply logical approach.
Panel’s assessment of Brent’s capabilities relative to
2020 skills:
The Panel viewed Brent’s track record in leadership as
particularly significant. As a PwC partner (including as
Managing Partner of the Waikato office) of 12 years he has
been tasked with delivering complex solutions and assisting
many high-level executive teams with strategic and practical
advice. His financial understanding is extensive - he is a
Chartered Accountant, with specific expertise in tax and
financial structuring, and it was observed that he had an
innate understanding of business risk. Maximisation of the
value of commodities/milk powders is an interest of Brent
and speaks to his financial skillset. He also has a detailed
understanding of the complex drivers of the milk price, being
the only farmer-elected director on the Milk Price Panel.
In terms of global perspective, Brent brings experience from
earlier in his career working in Moscow, London and New
York. He has also travelled extensively during his three-year
tenure on the Fonterra Board. He is actively involved as a
shareholder of three dairy operations in the Waikato and until
recently had shareholding interests in two other dairy farms
with operations in both New Zealand and the United States,
which the panel reflected as extensive experience in dairy
farming. His time on the Fonterra board has also provided
Brent with some experience of global manufacturing and
commodities, and consumer-focused issues, but the panel
recognised that these were not his core strengths. Similarly,
he has had some exposure to technology strategy through
previous roles in technology investment and advisory
work, as well as contributing to Fonterra’s digital strategy
discussions.
The Panel recognised that it is New Zealand’s farming success
which is Brent’s overriding motivation and his commitment
to sustainability is demonstrated through his involvement
on the ’Dairy Tomorrow’ Steering Group, the strategy for the
industry, which has a keen focus on national and international
sustainability goals.
Overall, the Panel viewed Brent as an energetic and
accomplished contributor who would continue to bring
extensive skills and experience in several categories to the
Fonterra board.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
11
My wife Delwyn and I live with our two daughters (12 and 15)
just out of Hamilton where we milk 1,500 cows on three farms.
I was first elected to serve on the Board of Fonterra in
November 2017. I am currently the Chair of the Co-operative
Relations Committee, a member of the Milk Price Panel, the
Safety and Risk Committee, the Capital Structure Committee,
and the Disclosure Committee. I am also the Fonterra
representative on the ‘Dairy Tomorrow’ Steering Group - which
focuses on the strategy for our industry and is led by Dairy NZ.
I take my position as a Farmer elected Board member very
seriously. It is our role to ensure that Fonterra collects our
milk every day, processes it efficiently, sells our products for as
much as we can and returns the maximum amount to our New
Zealand farmers.
I believe passionately in the Co-op. I am proud of our Co-op and
what we have done over the past 3 years, but am aware there
is still much to do to realise further value for our farmers, our
communities and our people.
Over the past three years Fonterra has gone through many
changes. We have had to make some difficult choices, but as
a Board we have not shied away from asking the necessary
questions. Today we have a Co-op that is in better shape, poised
for the future and is a Fonterra I am proud to say we supply, own
and have a role in governing on your behalf.
The majority of the board have served for less than 4 years.
Continuity of board leadership and experience are important to
our Co-op if we are to maintain our momentum.
I would greatly appreciate your vote to be re-elected for a
second term on the Board and look forward to discussing
strategy, culture and performance.
Why am I am standing?
1. We need farmers on our board who have the necessary
skills and preferably a recent track record of successful
governance. I meet all three of those criteria.
2. We must continue to have a strong Co-op. At the heart of
a strong Co-op is a strong milk price. I pride myself on my
deep understanding of milk price, will fight for every cent
and ensure the process is transparent.
3. In times of uncertainty, having an experienced director to
continue with the changes we have made is valuable. I am
proud of the difference we as a board are making. However,
there is still much to do.
I have the specific skills and experience that Fonterra currently
requires: empathy with farmers, global experience, deep
financial skills, an understanding of consumer markets and
risk management, common sense and now I also have a deep
understanding of the workings of the Co-op from the past 3
years as a director.
Around the Board table I have a reputation for having a back-
bone, the ability to understand the big picture, to communicate
with passion and clarity, and the courage to hold people
(including myself) to account.
Empathy with Farmers and the Co-op
Including our family farms, Delwyn and I are partners and
actively involved in three dairy operations in the Waikato. Each
has between 450-550 cows, with a strong focus on our people
and profit. I am often in the shed.
I am currently Chair of the Co-operative Relations Committee
and a Fonterra representative on the Steering Group of Dairy
Tomorrow – which focuses on the dairy industry’s long-term
strategy. I understand the opportunities and challenges
Fonterra and our industry is facing.
Commercial Nouse and Risk Management
I worked for PwC (a global accounting firm) for 25 years and
was a Partner for 12. I understand numbers, risk management
and the importance of allocating capital effectively. I have put
this experience to good use at Fonterra over the past two years,
where we have reduced operational expenditure and capital
expenditure significantly, improved our cashflow, reduced our
debt, sold non-strategic assets and increased Advance Rate
payments to get more money to farmers earlier in the season.
I am on the Board of Rabobank New Zealand and Chair of the
fuel industry disruptor, Waitomo Group.
Formal qualifications:
• Commerce degree (accounting and finance) from Victoria
University
• Qualified Chartered Accountant
• Member of the Institute of Directors
• Lectured on International tax at the Auckland University
Masters of Tax programme
• Completed a short course at INSEAD University Business
School in Singapore
Global Experience
I had the privilege of working in Russia for 3 years, London for
2.5 years and New York for 18 months. Over the past 3 years I
have travelled to more than 15 countries for business.
I take a keen interest in global matters, in particular relating to
finance, dairy, and politics. I have a strong global network.
Candidate Profile Statement

12
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Understanding of Milk Price and our Profit Drivers
I understand the milk price in detail, and for 3 years I have
been the only farmer elected director on the Milk Price Panel. I
believe that we need higher earnings from the assets we own,
and the capital we have invested in the Co-op. Although we
are on the right track, we still have significant work to do in this
area.
Governance experience
Currently I am on the board of Fonterra, and Rabobank
New Zealand (including the Audit Committee, the Risk and
Compliance Committee, and the Remuneration Committee). I
am Chairman of Waitomo Group – a 75 year old 3rd generation
family business supplying the lowest cost fuel we can with great
service.
I am an experienced governor, a member of the Institute
of Directors and have completed the Fonterra Governance
Development Program.
Previously I was a director of PwC New Zealand, New Zealand
National Fieldays, Canterbury Grasslands Limited and have
and continue to be an advisor to families, trusts and NZX listed
companies.
I would be humbled to be re-elected to the Board of Fonterra
to work on behalf of farmers, continuing to build a strong
sustainable Co-op, ensuring our strategy delivers, our culture
is one we are proud of, and to maximise our milk price and
performance.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
As at 31 July 2020:
• Financial interest jointly with associated persons in Ngarua Dairy Limited, which holds 160,434 Fonterra shares.
• Partner jointly with associated persons in Kakepuku Farms L.P, which holds 239,973 Fonterra shares. Kakepuku Farms L.P.
also has a Growth Contract Milk in relation approx. 180,000 milk solids.
• I am the Chair of Waitomo Group Limited (and subsidiaries) who have a standard business relationship with Farm Source for
the sale of fuel to farmers.
• I am a director of Rabobank New Zealand Limited, who provide debt funding to a number of Fonterra supplying farmers.
Further, it is my understanding that from time to time Rabobank in the Netherlands may provide certain funding and advice
to Fonterra, however, I am not aware of what those arrangements are as I have never been party to any documentation or
discussion on such arrangements.
• Financial interest jointly with the associated persons in Ngarua Dairy Limited and Kakepuku Farms L.P. which holds shares
in Ballance Agri-Nutrients Limited and Livestock Improvement Corporation Limited.
To the best of my knowledge and belief the disclosures set out above are full and complete.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
13
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 610 771
Email: cathy.quinn@minterellison.co.nz
Cathy QUINN
Independent Selection Panel (ISP) Assessment - Non-incumbent
Cathy has a number of governance roles having previously
enjoyed a 30+ year career as a commercial and corporate
lawyer with MinterEllisonRuddWatts, and has significant
expertise in governance, equity capital markets, mergers
and acquisitions and private equity services. Amongst the
numerous awards she has won, Cathy was made an Officer
of the New Zealand Order of Merit for services to law and
women in 2016.
Cathy grew up in rural New Zealand and spent summers
on family farms in her youth. She is now a director and
shareholder of Thistlehurst Dairy Limited, based in the
Waikato. She has advised the dairy industry for many years
including the Dairy Board, Fonterra, the Shareholders’
Council, and competitors of Fonterra.
Cathy is now pursuing a full-time governance career, having
stepped down from the MinterEllisonRuddWatts partnership
at the end of 2019. Key commercial Boards that Cathy serves
on are Fletcher Building, Tourism Holdings, Rangatira and
she chairs Fertility Associates. In terms of public service roles
Cathy is on the advisory board of New Zealand Treasury and
is a member of the Council of Auckland University. Cathy
lives in Auckland and has two adult sons.
Panel’s assessment of Cathy’s capabilities relative to
2020 Attributes:
The Panel respected Cathy’s deep commitment to the highest
standards of governance, both through her experience
advising boards on governance matters and through her
own broad range of governance roles. In her legal career,
she initiated and led the annual MinterEllisonRuddWatts
Governance Symposium to challenge and raise standards of
governance in New Zealand through thought leadership.
The Panel took the view that she had a solid empathy with
the co-operative, demonstrated through her provincial New
Zealand upbringing and through her legal work in the dairy
sector. She had a long association with the Dairy Board as a
legal advisor, and then advised Fonterra from formation up
to 2005. Cathy is a director and shareholder of Thistlehurst
Dairy Limited. The Panel felt that Cathy had a good track
record of shareholder value creation, both indirectly through
her years of advising different organisations, and directly,
having led a significant turnaround in the performance as
Chair of MinterEllisonRuddWatts. She was responsible for
growing revenue by 70 per cent and doubling its profitability,
demonstrating sound judgement in the decisions she took
to deliver this outcome. This tenure has also provided her
with a broad global perspective, having worked with many
international companies and organisations operating in global
markets. In addition, she has served on the NZ China Council,
where she has led trade delegations to China and represented
the Securities Commission at international meetings.
Despite having an active governance portfolio, the Panel
believe the strength of Cathy’s intellectual ability and work
ethic give her capacity to fulfil the role of a Fonterra Director.
Panel’s assessment of Cathy’s capabilities relative to
2020 Skills:
The Panel acknowledged Cathy’s strong leadership through
her role as Chair and Acting Managing Partner of the
MinterEllisonRuddWatts business, transforming it from a
second-tier law firm to one of the top four in NZ, recognised by
numerous awards. Honours for her leadership and
contribution, include an Officer of the New Zealand Order of
Merit in the Queen’s Birthday honours list 2016.
Cathy has limited ‘on farm’ experience, but the Panel
recognised her efforts over the last 12 months to nurture her
farming connections and better understand issues affecting
the dairy industry. At interview she spoke fluently about the
key challenges for Fonterra and the critical need for greater
shareholder engagement. She had already developed a very
solid understanding of the milk price and profit drivers of the
co-operative through her legal work. Whilst not a core area
of expertise, Panel members were satisfied that Cathy brings
experience in financial management. Her understanding of
risk is extensive, gained through her legal career and chairing
and membership of several Audit & Risk Committees. The
Panel noted that she had advised many clients operating in
global manufacturing and had further exposure through the
manufacturing operations of THL and Fletcher’s. She has a
strong global understanding developed partly through her
former board role on the NZ China Council which would be
potentially useful to the Fonterra board. Panel members saw
that Cathy has championed artificial intelligence projects and
IT at the law firm and understood corporate sustainability in
its widest sense, introducing integrated reporting at THL.
Overall, Panel members were highly impressed again by
Cathy’s calm, collected and intelligent communication style
and insightful questioning. They observed that she had
interviewed more strongly than last year and attributed this
to an extra 12 months of governance experience, through
particularly challenging times. The Panel expressed the view
that she would constructively challenge the Fonterra board
and offer significant value in representing farmer interests.

14
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Why I want to stand for the Fonterra Board
Fonterra‘s success is important to shareholders and our nation.
Fonterra was formed in expectation it would create a company
of global scale and deliver greater value than would otherwise
be.
Fonterra has not delivered on its full potential. While Fonterra‘s
performance has improved over the past year - there is still
much to do for Fonterra to be the success it should.
I am not a traditional farmer candidate but believe my skills,
experience and attributes would positively contribute.
Attributes
• I have the attributes sought - from experience as an adviser
to complex and global businesses, and as a director of
various entities including of scale.
• I have sought to raise corporate governance standards and
to apply them. I have an independent and inquiring mind,
ask challenging questions respectfully, listen and make
decisions taking into account the long term.
• I have advised the industry for decades, including the Dairy
Board, Fonterra, the Shareholders’ Council and competitors
of Fonterra. Through this, during last year’s election process
and subsequently I have engaged with many farmers and
heard their concerns.
• I have broad governance experience. Key commercial
director roles - Fletcher Building, Tourism Holdings,
Rangatira Investments, Fertility Associates (chair). Key
public service roles – NZ Treasury, Auckland University
Council. Previous roles- NZ China Council, Securities
Commission, chair of a law firm, director NZ Forest Research
Institute (now called Scion).
• I have a track record of creating value. During my tenure
as chair of a law firm, profitability and reputation grew
significantly. I contributed to clients’ strategies that created
value. All Boards I am on have strategies for long term value
creation.
• I have a global perspective. I have been involved in
organizations that interact globally. I represented the
Securities Commission at meetings of international
regulators. I advised companies from different jurisdictions.
On NZ Treasury we obtain international insights. I spent
time in China with NZ China Council. My governance roles
provide insights in respect of offshore businesses.
• I have time available to become a Fonterra director. I have
retired as a law partner and deliberately not pursued various
roles available.
• I am of sound judgment. Law clients sought me out for
this skill and I am seen as providing sound judgment as a
governor.
• A hallmark of a good commercial lawyer is the ability to
constructively question, challenge and critique before
advising. I have a successful track record of doing so as
a lawyer and director. A good lawyer is also capable of
listening to different stakeholder perspectives and having
these different perspectives considered by decision makers.
This is also a critical attribute of a good chair.
Skills
I have skills that could positively contribute to Fonterra.
Targeted skills
• Effective Leadership. I chaired a law firm for 8 years. We
developed and executed a strategy to be more successful.
We did things differently and embraced diversity. Our
enduring success reflects effective leadership including
management of different stakeholder groups. Diversity of
thought delivers creative solutions for clients. I lead teams
that provided creative client solutions. As a director, I offer
and listen to different perspectives.
• In depth dairy farming experience. While not a hands-on
farmer I have been a director of our dairy farming business
for 9 years.
• Financial experience. As a corporate lawyer, director and
chair I have financial skills and knowledge. I am on the
Finance Committee of Auckland University Council.
• Global Manufacturing/Commodity Experience. Tourism
Holdings is a global business with local and offshore
manufacturing. Fletcher Building has manufacturing
concentrated in New Zealand and Australia with offshore
suppliers. I advised global manufacturing/commodity
businesses over years.
• Global experience/Understanding. I am interested in
international issues and read widely. I spent time in Greater
China as a member of the NZ China Council and developing
a China legal practice. On the Securities Commission I
attended international conferences. I learn from global
competitors. My past law firm has a global brand and I
participated in its governance.
• Innovation and Research & Development. As chair of a law
firm I championed it investing in artificial intelligence. We
formed a joint venture to commercialise the technology.
Fertility Associates applies advanced technology and
science in treating patients. Fletcher Building is researching,
developing and applying innovative technologies and
approaches across a range of products and businesses
including at Golden Bay Cement and at its Clever Core
facility at Wiri. NZ Forest Research Institute specializes
in research, science and technology development for
forestry and wood products. Auckland University conducts
significant research and development.
Candidate Profile Statement

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
15
The skills matrix highlights skills in Corporate Sustainability
and Responsibility Expertise, Risk Management, Commercial/
Value Creation and Consumer Experience would be desirable on
Fonterra’s Board.
Corporate Sustainability and Responsibility. I chair the
Sustainability Committee for Tourism Holdings and am a
member of the Health, Safety and Sustainability Committee
of Fletcher Building. I completed Cambridge Institute’s
sustainability course. As a director, I advocate for sustainability
in its broadest sense.
Risk management experience. Over my career I advised
organizations on risk management issues. I am a member of
the Risk and Audit Committee, Fletcher Building and its Health,
Safety and Sustainability Committee. I am a member of the
Audit Committee, Tourism Holdings. I chair the Risk and Audit
Committee for NZ Treasury. I am a member of the Audit and
Risk Committee, Fertility Associates.
Consumer Experience. I advised consumer companies with
significant local, regional or global brands on a range of issues.
Tourism Holdings is a global business providing services to
customers in market . Fletcher Building operates in a globally
competitive market albeit now focused on the Australasian
market. Fertility Associates provides fertility services to
customers including in Malaysia. Rainbows End (a Rangatira
subsidiary) is focused on the domestic consumer market. In
addition, the law is a business and its customers are demanding
and sophisticated consumers.
Commercial/Value Creation. I led a law firm during a period
of transformation and growth resulting in significant value
creation which endures. I have contributed to value creation as
an adviser and director.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
Fonterra Group or carries on business in competition with Fonterra Group:
• I am a director and shareholder (as trustee) of Thistlehurst Dairy Limited, which is a supplying shareholder of Fonterra and
holds 444,280 Fonterra shares.
• I am currently a consultant on a part time basis at MinterEllisonRuddWatts. MinterEllisonRuddWatts has provided legal
services from time to time to Fonterra, the Fonterra Shareholders’ Council and competitors of Fonterra.
To the best of my knowledge and belief the disclosures set out above are full and complete.

16
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 618 498
Email: nathguy@xtra.co.nz
Nathan GUY
Independent Selection Panel (ISP) Assessment - Non-incumbent
Nathan, aged 50, is retiring at the 2020 election after 15 years
as a National MP, culminating in five years as the Minister for
Primary Industries. He is the third generation to grow up on
his family dairy farm at Koputaroa, near Levin. Nathan has a
long history with the dairy industry – his great grandfather,
Joseph Nathan, helped establish Glaxo in the Manawatu
and his grandfather, Duncan Guy, was Chair of Levin Dairy
Co-op. He also has a long history of public service, with
three generations of family before him all involved in local
government. Prior to becoming an MP, Nathan served as
an elected Councillor on the Horowhenua District Council.
Nathan is now the joint owner and Managing Director of
Kereru Farm that began supplying the Levin Dairy Co-op in
1933 and has grown to milk 1,400 cows. He is also a director
of Horowhenua Kapiti Rugby Football Union. He is married
with three children.
Panel’s assessment of Nathan’s capabilities relative to
2020 Attributes:
The Panel found Nathan’s commitment to a broad concept of
high governance standards convincing, developed through his
time in Cabinet. He has strong relationships with politicians
from all parties and senior officials who provide advice to
Government and the Panel acknowledged that access to
these networks would be invaluable around the Fonterra
board table.
As Minister for Primary Industries (MPI) and in his other
parliamentary roles; public service, collective decision-making
and integrity have high priority. Making sound judgements,
often under pressure and in the spotlight was evident in his
experience and the Panel believed he would take a fearless
approach to robust and constructive questioning.
The Panel viewed his empathy with the Co-op as very
strong. Much of this belief has been anchored by his family’s
intergenerational commitment to dairy and pioneering spirit
and this underpins his passionate belief that farmers should
stick together.
In summary, the nature of his MPI role and his farming
background means that he demonstrates a very good
understanding of the Co-op’s commercial and economic
drivers and he looks forward to adding value as he has done
to many other iconic Kiwi businesses through the Ministry.
Panel’s assessment of Nathan’s capabilities relative to
2020 skills:
Stepping away from politics this year, Nathan impressed the
Panel with his desire to contribute a wealth of experience to
the success of Fonterra and be a continuing champion for
New Zealand’s dairy industry. Extensive leadership positions
and portfolios during his career mean that he has strong,
contemporary connections and influence which would be
very valuable to the organisation. He has tackled many tough
issues at MPI, such as international food safety concerns
which he credits with sharpening his risk management
skills and his commitment to openness and transparency
generally. Panel members also recognised his sophisticated
communication skills which have been honed in the political
arena, but which are very much rooted and directed towards
achieving healthy relationships with the New Zealand
farming community. Overlaid with this grassroots appeal
is Nathan’s international experience, representing the
Government overseas, which has also given him a high-level
understanding of the global commodities area, foreign dairy
industries and trade.
His understanding of finance has grown and evolved over the
years. He articulates a strong commitment to get Fonterra’s
milk price and dividends as high as possible for its farmer
shareholders and believes this can be achieved with a well-
executed strategy delivering strong results year on year. This
is one of Nathan’s main motivations for being on Fonterra’s
board. Through his Minister roles, he has had experience
overseeing significant systems implementations, and has a
solid understanding of the risks and challenges involved. Like
other candidates, he has had some exposure to consumer
issues and innovation and research & development, but these
are not his core strengths.
In short, Panel members felt that Nathan demonstrated
real ambition for Fonterra and warmed to his optimism for
its sustainable and successful future. He is an unproven
commercial director and transitioning from Cabinet to a
commercial boardroom might be a challenge. However,
overall, the Panel felt that his government and wider industry
experience were strong credentials for his candidacy.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
17
I’m the third generation to grow up on our family dairy farm at
Koputaroa, near Levin. Married to Erica, we have two sons (15
and 12) and a daughter (13) all of whom love life on the farm.
I believe I can make a valuable contribution to Fonterra’s
Board. Fonterra faces some challenges but has considerable
opportunities.
My Background
I oversee and jointly own Kereru Farm that began supplying the
Levin Dairy Co-op in 1933 and has grown to milk 1,400 cows.
Our family has huge confidence in Fonterra, and we are
expanding our operation by installing two 50 bail rotary
platforms in one building that will milk 700 cows an hour. It’s
important for our business and staff that we harvest quality
milk in a sustainable, efficient and environmental manner.
Technology will enable us to better manage our whole
operation.
For the past 15 years I have been an MP in Parliament,
highlighted by five years as the Minister for Primary Industries
(MPI).
Pride in Dairying
Family farms remain at the heart of Fonterra. Our recognition
as ‘essential’ during Covid-19 lockdown and our major role in
New Zealand’s economic recovery provides an opportunity for
Fonterra farmers to gain well deserved kudos.
Fonterra and DairyNZ need to continue winning the ‘hearts and
minds’ of those that are disconnected from rural life. Like most
of you, we have fenced off our waterways, created wetlands and
done riparian planting.
Staunch Supporter of the Co-operative
I am a strong believer in the co-operative structure and
retaining Fonterra in Kiwi farmers’ control. Much of that
belief has been anchored by my family’s intergenerational
commitment to dairy and pioneering spirit.
I was fortunate to attend, with my late father Malcolm, the
shareholder meetings to create Tui Milk Products then Kiwi
Dairies and ultimately MergeCo and Fonterra.
I believe in the power of farmers sticking together and
benefitting from economies of scale through co-operative
ownership structures.
Fonterra’s strength comes from the success of its supply chain
which connects our dairy products with consumers around the
world.
Fonterra Should Play to Win
I strongly believe Fonterra needs to ‘back winners’ with a more
refined strategy. Now is not the time for high risk – high reward
investments.
There is an opportunity to create more value from New
Zealand’s grass-fed provenance story and having the most
efficient carbon footprint in the world.
Fonterra has an impressive track record in commodity markets
but shouldn’t take its eye off its ability to add more value to
products. Our research centre in Palmerston North has some of
the best scientific brains and needs to keep creating innovative
products.
Farmers should be proud of what Fonterra has achieved. The
fundamentals of the co-operative are strong and I want to be a
part of taking it to the next level.
Milk Price
Fonterra’s core purpose is to get milk price and dividends as
high as possible for its farmer shareholders.
To achieve this, Fonterra needs to execute its strategy well and
deliver results year on year.
I want to be part of a strong united Board that articulates
Fonterra’s direction and drives management to deliver.
My background is about leading and delivering for farmers and
my experiences have given me financial literacy and the ability
to assimilate large volumes of material. I have a track record of
speaking my mind while remembering the importance of being
a Board team player.
Transferable Skills
Cabinet operates much like a Board of Directors. During
my time in Parliament I built good relationships with senior
politicians from all parties.
As Fonterra is regulated, its relationship with Wellington
decision-makers is critical. I know how the system works and
have strong relationships with senior officials - who provide
advice to Government. These relationships and connections
will be invaluable around the Board table, whoever is in
Government.
Known for being calm under pressure, I have helped lead
the dairy industry through crisis situations with strong
communication skills, clear thinking and good decision-making.
Candidate Profile Statement

18
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Trade and Market Access
While Minister, I accompanied trade missions to China,
Thailand, Mexico, Brazil, Chile and Columbia, and led missions
to China, Sri Lanka, India, Chile, Colombia and Iran – often
promoting Fonterra’s interests.
These in-market experiences and relationships developed with
overseas Ministers and senior officials would benefit Fonterra.
They enabled me to deal more proactively with several food
safety and market access issues like getting infant formula
brands listed in China, the botulinum false alarm and the 1080
criminal blackmail threat.
Covid-19 proved Fonterra’s supply chain is strong and flexible,
and this agility will be necessary as markets respond to this
pandemic.
Summary
I would consider it a huge privilege if you elect me to the Board
of Fonterra. I will bring common sense governance mixed with
fresh new ideas.
I am ready to make a difference for you, your families and our
great country. A strong sustainable Fonterra is needed now -
more than ever.
Qualifications and Experience
• Independent Director, Horowhenua Kapiti Rugby Union
• Institute of Directors Member
• ‘Te Hono’ Primary Sector Leaders course, Stanford, USA
• Global Young Leaders Conference, South Korea.
• Kellogg’s Rural Leadership programme, Lincoln University
• Winston Churchill Fellowship, USA
• Rotary Group Study Exchange, Canada
• Bachelor of Agriculture and Diploma of Rural Studies,
Massey University.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-Operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
• Director of Kereru Farm (2005) Ltd which is a supplying shareholder of Fonterra and holds 439,207 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
19
NON-ASSESSED CANDIDATE
Mobile: 021 598 799
Email: nmshadbolt56@gmail.com
Nicola SHADBOLT
Nicola Shadbolt is standing as a candidate under the Non-Assessed Process.
Nicola provided the following statement, and the assessments and views on attributes and skills are her own.
Two years ago, based on a board initiated independent
assessment of my performance, the Fonterra Board endorsed
me to serve another term as an elected director. Unfortunately,
the election rules at that time meant that you, the owners, did
not get the chance to agree, or not, with that endorsement.
So, I am standing this year to give you that chance as I am still
willing and able to serve another term. My passion for Fonterra
is as strong as it was then and I bring to the board, again, a deep
knowledge of Fonterra and the industry, plus enhanced skills in
the areas identified as in short supply in the current board.
I would like to share with you some of the comments made by
that independent assessor. He identified that I possess notable
points of difference as a director - my strong awareness of
global dairy and my breadth and currency of knowledge across
multiple subject matters and their significance in strategic
planning and long-term value creation. He stated that my
assets are my intellect, my facts-based approach, currency
on contemporary issues and interest in good governance.
He recognised my knowledge and ability to contribute in
the “softer” issues of business (sustainability, CSR, safety,
innovation, R&D, governance) notwithstanding my board
experience in other areas. He noted my strength of knowledge
and advocacy in relation to science as a real driver of Fonterra’s
success. My science qualifications and background, together
with my scanning of international food and farming trends
and developments, provide me with a strong knowledge and
understanding of the central roles of science and innovation to
Fonterra’s strategic options.
He thought that I exhibited a healthy understanding of good
governance practices and requirements, and what makes for “a
good board” and suggested that I was somewhat of “an iron fist
in a velvet glove”, was principled, relatively tough, courageous
and called out behaviours or conduct that I don’t approve of.
Importantly he believed I understand governance well, know the
responsibilities of a Fonterra Board Member relative to farmer
representation, can draw on my personal experiences and have
the ability, in his opinion, to be a valuable sounding board for
less experienced directors. This, and finding ways to bring on
the next generation of directors, is an area I would like to focus
on if elected for another term.
Value Creation Track Record
I have been a farmer for nearly 40 years and have taken an
active involvement both in developing and implementing
strategic plans for the farms. In 2006, the main farm business,
Westview, won the Ballance Supreme Farm Environment
Award for the Horizon’s region. I have been a key driver in
the expansion of our farming business and in its financial
management. Our original partners are still in the business. We
have always prided ourselves on maintaining profitability and
being able to farm sustainably through the commodity cycles.
We are a farming family who understand the challenges and
opportunities of shareholders.
Starting from scratch, we now manage, and part own, a
farming venture with turnover of $4.7m and assets of $34m; a
mix of share and cash leasing arrangements within 4 equity
partnerships – including 1000 dairy cows plus sheep, beef, deer
& forestry. Our journey has not only created value for us but
also for all the partners who have travelled with us.
Co-operative Knowledge & Background: I am a strong
supporter of the Co-operative business model and have a broad
understanding of the factors impacting on the success of Co-
operatives internationally. In the last two years I have further
expanded this knowledge through being involved in aid projects
with Cambodian and Tanzanian cooperatives and being invited
to a Cooperative Leaders’ Forum in the US by Professor Mike
Cook, exploring a wide variety of cooperative business models.
More recently I was asked to attend a workshop of the Fonterra
Shareholders Council Review Committee to discuss responses
to the comments you all submitted. This workshop reminded
me that our cooperative is evolving and that there is more work
to be done to strengthen the critical link between the Board
and Council. It will take commitment at both levels to build the
respect and trust required to make this work.
Leadership & Science: In the last two years I have also taken
on the role of Chair of the Plant & Food Crown Research
Institute. This has provided an opportunity for me to expand my
leadership skills and to be involved in setting strategy and the
delivery of science-based solutions for the food industry. This
has strengthened my belief that Fonterra’s strategic solutions
and competitive positioning lie in its much better use of the
research and development capability that it has.
Candidate Profile Statement

20
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
• Pohangina Land Company (No.1) Limited
• North Grove Dairy Limited
• I am a supplying shareholder of Fonterra jointly with Associated Persons (as defined in the Companies Act 1993) and hold
386,705 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
My Passion for the Dairy Industry, and Fonterra
One of the most important strategic decisions dairy farmers
make is selecting membership of the Co-operative Board. When
I first stood for the board several of you asked if I was in for
the long haul and I said I was. You asked me to devote my time
and energy to Fonterra and I believe I did. The reasons why I
accepted the challenge have not changed, they have instead
been strengthened; I would like your support to enable me to,
once again, serve your cooperative.
Strong governance is critical for Fonterra. The reality is that
successful governance is most likely to be based around a
Board with a diverse, balanced and complementary set of skills.
My unique combination of agribusiness, science and practical
farming experience, international perspective and analytical
skill set, and governance experience will provide you with
choice to empower the Board.
I look forward to hearing your views on our Co-operative by
phone 021 598 799 or by email nmshadbolt56@gmail.com and at
the Directors’ Election Candidate Roadshow meetings. I ask for
your vote in this election. I would consider it a priority, and a
privilege, to join the team that leads Fonterra.
Qualifications: B.Sc(Hons), M.AgrSc(Hons), DipBusStud
(Accountancy), FNZIPIM (Reg), FAICD, INSEAD IDP-C, ONZM for
services to agribusiness.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
21
NON-ASSESSED CANDIDATE
Mobile: 027 473 7333
Email: acotton@merlinir.nz
Annabel COTTON
Annabel Cotton is standing as a candidate under the Non-Assessed Process.
Annabel provided the following statement, and the assessments and views on attributes and skills are her own.
A Family History of Industry Leadership
I own a 252 ha dairy farm west of Hamilton with my husband
Michael and brother David. Our sharemilkers run a top tier 420
cow herd.
I’m a proud 4th generation guardian of this property which my
family has owned since titles were issued in the late 1800s. My
great grandfather, Thomas Blackett, was Farmer Chair of the NZ
Dairy Association and drove the merger in 1919 that created the
NZ Co-operative Dairy Company, inherently securing farmer
control of co-operative dairy companies.
I Offer a Unique Skill Set
Like the vast majority of Fonterra shareholders we own a single
dairy property. I face the same challenges and opportunities
as many of you across the multitude of issues that affect our
business.
While my industry involvement qualifies me to stand in this
election what differentiates me from other candidates is the
knowledge and expertise I have gained in my 30+ year career
in finance. Having started as an investment analyst I now
advise NZX and ASX-listed companies on matters related to
investor communications and engagement, sustainability and
governance. I also have a portfolio of board appointments
built around trust being placed in me by national and local
government, and private sector shareholders to represent
their interests. I think independently and differently to many
directors.
As a director of and consultant to the boards of some of NZ’s
largest companies I have extensive experience reviewing
and assessing corporate strategy, capital expenditure, risk
management, sustainability and operational and financial
performance.
My leadership, integrity, judgement and commitment to
high standards of governance has been recognised by four
professional organisations awarding me with Fellow status.
Why I’ve Chosen the Non-assessed Path
Last year I was one of a small number of Panel-interviewed
candidates. This year, I’ve reached out to a broader group for an
assessment of my suitability to represent you. Senior company
directors, business leaders and Fonterra suppliers have told
me that my proven ability to think, analyse and constructively
critique is what Fonterra shareholders most need to represent
their interests as critical decisions are made regarding Fonterra’s
long-term strategy.
Targeted Skills Match
The board skills matrix identifies financial skills as the Board’s
second most required skill set. I have advanced level corporate
financial expertise and assess my other skill sets as follows:
LeadershipConsiderable senior level experience
Dairy farmingHighly engaged farm owner
Financial
Considerable advanced level experience
Global manufacturing /
Commodities
Limited experience
Global experience /
understanding
Considerable experience
Innovation and R&D
Moderate experience. Owner of
international software busines
My Four Priorities
Learn from past mistakes
Disrupted business models and changing consumer demand
patterns are today’s reality. As Fonterra’s owners we need
assurance that your directors apply 50+ years of corporate
memory to ensure that the strategy reset incorporates the
elements of our greatest successes and doesn’t repeat critical,
value-destroying mistakes.
Re-engage with capital markets
The Board’s engagement with capital markets participants
must be bolstered. Seeking their views can give direction to
communications improvements and boost market confidence in
Fonterra.
Candidate Profile Statement

22
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
Maximise our grass-fed protein and fat advantage
Fonterra should be the world’s most efficient commodity
manufacturer and leader in the manufacturing of innovative
nutrition products. Our natural competitive advantage in high-
quality production must be supported by an entrepreneurial,
market-leading vision for products. This must be underpinned
by astute capital management, and strong performance and risk
monitoring.
Reduce the environmental impact
Our industry’s long-term future and social licence to operate
requires a lower environmental impact between the paddock,
processing chain and consumer. Strengthening the co-op’s farm
advisory programme can deliver proven, appropriate solutions
to support us as we change and innovate our farming practices.
Experience, Attributes and Governance Style
Over the last 20+ years I have held governance appointments
at a number of large NZ companies across a range of industries.
My consultancy business advises NZX and ASX-listed boards
and executives on governance and communication of strategy,
and operational and financial performance.
My governance style is to be brave, thorough and question until
satisfied with management’s proposed approach. I probe deeply
and use the knowledge base and experience built up over many
years. I use common sense, a sense of what’s right and take a
long-term view. I’m pragmatic, outcome-focussed and think a
strategy should be simple to understand and explain.
I understand value creation from a technical and practical
perspective. However, experience tells me that by focussing on
generating long-term sustainable profitability, shareholder value
will naturally follow.
My global perspective on economics, trade, finance and risk is
based on many years’ working in financial markets, international
study tours, conferences, travel and plain hard work.
Fonterra’s shareholders include traditional farmers,
corporate owners, family and iwi groupings. Each has a
different perspective, but we are all guardians of the land.
My considerable experience managing complex stakeholder
relationships means I understand and will continue to support
the common threads binding us together and underpinning the
co-operative ethos. Tātou, tātou.
Governance Appointments
Private/ family-controlled companies are not included.
NZX Regulation Ltd Director
Hamilton & Waikato Tourism Ltd Chair
Global Women Trustee *
Trust Investments Management Ltd Director ** ^^
Waikato Regional Airport Ltd Director **
Donny Charitable Trust Trustee
Previous
External Reporting Board Board Member
Kingfish Ltd, Barramundi Ltd, Marlin Global Ltd Director **
Genesis Power Ltd Director *
Momentum Waikato Community Foundation Trustee ^
Reclaim Another Woman Director **
Securities Commission Commissioner *
Commissioner for
Financial Advisers
* Audit & Risk Committee Member
^ Investment Committee Chair
** Audit & Risk Committee Chair
^^ Due Diligence Committee Member
Fellowships Conferred
Institute of Directors
Chartered Accountants Australia & NZ
Institute of Finance Professionals
Australasian Investor Relations Association
Qualifications
Associate Chartered Accountant
Chartered Accountants Australia & NZ
Bachelor of Management Studies in Accounting and Finance
University of Waikato
Certified Securities Analyst
Institute of Finance Professionals
Professional memberships
Chartered Accountants Australia & NZ
Institute of Finance Professionals
Institute of Directors
NZ Global Women
I offer you the opportunity to appoint me to the Fonterra
board to apply my skills to govern on your behalf. I have
the knowledge, experience, time, energy and personal
commitment to contribute to guiding Fonterra’s future
success.

FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES
23
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (“Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with the
Fonterra Group or carries on business in competition with the Fonterra Group:
An Associated Person (as defined in the Financial Markets Conduct Act 2013) is a supplying shareholder of Fonterra Group as
follows:
• I am a director and shareholder (as trustee) of Farmy McFarm Limited, which is a supplying shareholder of Fonterra and
holds 116,607 Fonterra shares.
• I am Managing Director of Merlin Consulting Limited, a consulting business that provides:
• Beneficial ownership reporting services to Fonterra Group.
• Investor relations advisory services to Synlait Limited. Separation procedures are in place to ensure I have no access to
any workstreams undertaken for this client by Merlin Consulting advisers. Fees billed to Synlait in the 12 months to 31
August 2020 were approximately $3,500 + GST.
To the best of my knowledge and belief the disclosures set out above are full and complete.

24
FONTERRA ELECTIONS 2020 BOARD OF DIRECTORS CANDIDATE PROFILES

If undelivered please return to:
The Returning Officer
Fonterra Elections 2020
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

FONTERRA ELECTIONS 2020
Board of Directors
VOTING PAPER
Election of TWO (2) Directors
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
First Past the Post Voting
This is a First Past the Post vote to elect two (2)
directors.
The two candidates with the highest number of votes
will be elected.
Postal Voting Instructions
• You may select a maximum of TWO (2) candidates.
If you select more than two candidates, all your
votes will be invalid.
• You can select fewer than two candidates.
• Vote by placing a tick “” in the circle next to
the name of each candidate you wish to vote in
favour of.
VOTE HERE
Mike O’CONNOR
Independently Assessed Candidate
Brent GOLDSACK
Incumbent Director - Independently Assessed Candidate
Cathy QUINN
Independently Assessed Candidate
Nathan GUY
Independently Assessed Candidate
Nicola SHADBOLT
Non-Assessed Candidate
Annabel COTTON
Non-Assessed Candidate
INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday,
29 October 2020 so it reaches the Returning Officer
before the close of voting.
1
2
PINPASSWORD
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Voting closes at:
10.30am on Tuesday, 3 November 2020
*123456x*
123456

---

Fonterra Elections 2020
Shareholders’ Council
Candidate Profiles
Ward 4 - Waikato West
FONTERRA
SHAREHOLDERS’
COUNCIL

The Fonterra Shareholders’ Council Election 1
The Shareholders’ Council Representation Role 1
Key Qualities and Capabilities of a Councillor 2
Shareholders’ Council Wards 3
CANDIDATE PROFILES
Grant Coombes 4
Gaynor Tierney 5
DISCLAIMER STATEMENT BY FONTERRA CO-OPERATIVE GROUP LIMITED
Each Candidate Profile Statement contains a maximum of 400 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined by
the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet points)
has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no responsibility
for the content, or accuracy of the content, contained in Statements supplied by
candidates.
Warwick Lampp, Returning Officer – 2020 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 4 - WAIKATO WEST
1
There are 25 Shareholders’ Councillors representing Fonterra shareholders in 25 Wards throughout New Zealand.
Voting is now open for the election of a Councillor to represent shareholders in Ward 4 Waikato West.
There are two candidates – Grant Coombes and Gaynor Tierney.
Voting Method
Voting for Shareholders’ Councillors is on the basis of two votes per shareholder. Both votes may be used by the shareholder, or one
may be given to a sharemilker. Votes are not weighted by milksolids production.
The Shareholders’ Council Representation Role
The formal role of the Shareholders’ Council is set out in our Constitution and Council’s By-laws. It can currently be summarised under
the following three main themes, however this may change following the review of Council which is currently underway. The Steering
Group leading the review is aiming to complete its consultation process and deliver its recommendations in November 2020. Some
proposed changes may need to be voted on by shareholders before they can be implemented, others may be introduced straight away.
In the meantime, the role and functions of Council will continue as they are at present:
1) Monitoring:
• Council acts as the Co-operative’s
cornerstone shareholder
monitoring and reporting on the
performance of the Co-operative
against specified targets and its
strategy.
• Council provides farmers with an
objective, independent opinion
on matters which they deem to
be significant from an owner’s
perspective.
2) Farmer Connect:
• Council is responsible for
ensuring we have an informed and
connected farmer base within the
Co-operative.
• Council represents the collective
view of farmers up to the Board,
and provides farmer-minded
analysis of key Board decisions
back out to the farmer base.
• Council works with the Board to
develop a pipeline of future leaders
through educational programmes
such as the Understanding Your
Co-operative Programme and
the Governance Development
Programme.
• Council plays a supportive role in
developing farmers’ understanding
of our Co-operative’s strategy and
how key Board decisions relate to
that strategy. Importantly, Council
educates farmers on the benefit of
being in a co-operative, who we are
and why our Co-operative exists.
3) Guardians of our Co-operative
Principles:
• Council is the guardian of our
Co-operative Principles and acts as
a sounding-board for the Board on
matters that impact our individual
farming businesses.
• Council has other formal and
constitutional roles including:
• Managing the Director
elections process in
consultation with the Board.
• Approving the company’s
mission statement and values
as proposed by the Board.
• Appointing the Milk
Commissioner.
• Considering and, in
consultation with the Board,
proposing changes to Part A of
the Constitution.
• Ability to call a Special Meeting
of shareholders.
• Consulting with the Board
in relation to the Fonterra
Shareholders’ Market and
Fonterra Shareholders’ Fund.
• Consulting with the Board
in relation to the Milk Price
Manual and Principles.
• Sitting on the Board’s
Co-operative Relations
Committee.
The Fonterra Shareholders’ Council Election

2
FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 4 - WAIKATO WEST
Key Qualities and Capabilities of a Councillor
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• An understanding of Fonterra’s business.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of and empathy with the Co-operative.
• An understanding of the key drivers of wealth - milk price and profit.
• Business acumen - financial literacy and ability to think strategically.
• Communication skills (including presentation/public speaking capability).
• Interpersonal skills (approachable nature, empathy with fellow farmers).
• Time available to undertake the required Councillor responsibilities.
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.
Shareholders’ Councillors are elected representatives and are expected to commit an average of one day per week to their role.

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 4 - WAIKATO WEST
3
Shareholders’ Council Wards
2020 Shareholders’ Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland

4
FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 4 - WAIKATO WEST
TAUPIRI
Mobile: 027 223 4384
Email: foxrpl@gmail.com
Grant COOMBES
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group
• I am a supplying shareholder of Fonterra as a director and shareholder of Waikato Dairy Limited and hold 216,854 Fonterra
shares
To the best of my knowledge and belief the disclosures set out above are full and complete.
I ask for your vote in the Fonterra Shareholders’ Council elections. I represent a new voice at Fonterra Shareholders’ Council, it is one
that is committed to strong representation and advocacy for you as a Fonterra farmer in our ward.
My farming career has spanned over 25 years. My wife Kyly and I along with our four grown children Aleisha, Hayden, Liam and
Marcus farm in Taupiri and the surrounding areas. We have worked through the dairy pathway from 50/50 sharemilking through to
farm ownership now milking 460 cows on a farm we own on the outskirts of Hamilton.
I enjoy being part of our wider community, contributing with my role as a board member of Rural Support Trust, Waikato Hauraki
Coromandel and involvement with our local sports clubs.
As someone whom has supplied Fonterra since its inception, I am passionate about ensuring that the Shareholders’ Council creates
value to our Co-op. This comes via strong Shareholder engagement, effective representation and advocacy on your behalf. We have
a great Co-operative and it must be guarded wisely. We need to remain ever focused that our business remains strong for future
generations. To achieve this, we need our Shareholders’ Council to be effective.
I value your support and ask for your vote to enable me to ensure that your views are represented within our Co-operative.
Should you have any questions or comments in the lead up to the election please feel free to contact me on 027 223 4384.

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 4 - WAIKATO WEST
5
HAMILTON
Mobile: 021 125 0334
Email: gaynortierney@hotmail.com
Gaynor TIERNEY
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group
• I am a supplying shareholder of Fonterra (Gaynor Louise Tierney, Director of Glendine Ltd) and hold 78,139 Fonterra shares
To the best of my knowledge and belief the disclosures set out above are full and complete.
My husband and I currently farm in Ngaruawahia. Milking 240 cows. Returning from travel overseas in 2000 we progressed through
the industry from managing through to sharemilking and farm ownership. All in the local geographic area.
I am a working farmer, mother and passionate supplier and shareholder of Fonterra and whilst I am a relatively new farm owner and
shareholder (8 years) believe that the Cooperative is crucial to the future of the success of our NZ dairy Industry and rural prosperity.
I believe the Shareholders’ Council is fundamental in making this a success through working alongside and representing our farmers. I
would be a dedicated and focused member of the Council.
I want my generation to be paving the way for our next generation and the success of the Shareholders’ Council is vital to this.
I have been very fortunate and blessed to have met so many wonderful farmers in my time farming in our local area and have attended
Fonterra meetings, held shed meetings and farmer catch ups regularly for the past 20 years.
Having a clear vision and strategy and the right structure for Fonterra is imperative to the future success of the Cooperative and now
more than ever we need a strong Council who is able to listen and utilise the immense knowledge in their farming communities. They
need to be engaged with their members and the board at all times to ensure that Fonterra remains on track and a driving force for NZ
dairying.
In addition to working on the home farm and bringing up our children I have worked outside the farm gate in many roles with both
DairyNZ (Consulting Officer, Project Mgmt.) Federated Farmers, Primary ITO and currently Tutor the Agribusiness Diploma (part time)
and am a Director of Anexa FVC Waikato.
I am not afraid to challenge the status quo. I adapt to new environments easily and I always aim to ensure that I add value where I can.
I am open and honest and feel I have good communication, facilitation skills but most importantly am a good listener.
I am a keen observer, enjoy researching subjects and have a good ability to assimilate and retain information. Most of all I feel I am
loyal and have good empathy and a passion for our Dairy Industry and the amazing people that work within it and support it.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2020
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
FONTERRA ELECTIONS 2020
Shareholders’ Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2020
Shareholders’ Council Election
VOTING PAPER 2
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for in
your order of preference by clearly writing a “1”
beside the name of the candidate you most prefer
and a “2” beside the name of your second most
preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank all candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Gaynor TIERNEY
Grant COOMBES
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for in
your order of preference by clearly writing a “1”
beside the name of the candidate you most prefer
and a “2” beside the name of your second most
preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank all candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Gaynor TIERNEY
Grant COOMBES
WARD 4 WAIKATO WEST
Election of ONE (1) Councillor
WARD 4 WAIKATO WEST
Election of ONE (1) Councillor
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
For the Shareholders’ Council Election you have received two Voting Papers for each
farm that you own in Ward 4.
Votes for the Shareholders’ Council Elections are on a per farm basis, not on
milksolids production.
Voting closes at:
10.30am on Tuesday, 3 November 2020
Voting closes at:
10.30am on Tuesday, 3 November 2020
INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday,
29 October 2020 so it reaches the Returning Officer
before the close of voting.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday,
29 October 2020 so it reaches the Returning Officer
before the close of voting.
1
1
2
2
PINPASSWORD
PINPASSWORD

---

Fonterra Elections 2020
Shareholders’ Council
Candidate Profiles
Ward 6 - Piako
FONTERRA
SHAREHOLDERS’
COUNCIL

The Fonterra Shareholders’ Council Election 1
The Shareholders’ Council Representation Role 1
Key Qualities and Capabilities of a Councillor 2
Shareholders’ Council Wards 3
CANDIDATE PROFILES
Robert Cookson 4
Nacre Maiden 5
Andrew Reymer 6
DISCLAIMER STATEMENT BY FONTERRA CO-OPERATIVE GROUP LIMITED
Each Candidate Profile Statement contains a maximum of 400 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined by
the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet points)
has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no responsibility
for the content, or accuracy of the content, contained in Statements supplied by
candidates.
Warwick Lampp, Returning Officer – 2020 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
1
There are 25 Shareholders’ Councillors representing Fonterra shareholders in 25 Wards throughout New Zealand.
Voting is now open for the election of a Councillor to represent shareholders in Ward 6 Piako.
There are three candidates – Robert Cookson, Nacre Maiden and Andrew Reymer.
Voting Method
Voting for Shareholders’ Councillors is on the basis of two votes per shareholder. Both votes may be used by the shareholder, or one
may be given to a sharemilker. Votes are not weighted by milksolids production.
The Shareholders’ Council Representation Role
The formal role of the Shareholders’ Council is set out in our Constitution and Council’s By-laws. It can currently be summarised under
the following three main themes, however this may change following the review of Council which is currently underway. The Steering
Group leading the review is aiming to complete its consultation process and deliver its recommendations in November 2020. Some
proposed changes may need to be voted on by shareholders before they can be implemented, others may be introduced straight away.
In the meantime, the role and functions of Council will continue as they are at present:
1) Monitoring:
• Council acts as the Co-operative’s
cornerstone shareholder
monitoring and reporting on the
performance of the Co-operative
against specified targets and its
strategy.
• Council provides farmers with an
objective, independent opinion
on matters which they deem to
be significant from an owner’s
perspective.
2) Farmer Connect:
• Council is responsible for
ensuring we have an informed and
connected farmer base within the
Co-operative.
• Council represents the collective
view of farmers up to the Board,
and provides farmer-minded
analysis of key Board decisions
back out to the farmer base.
• Council works with the Board to
develop a pipeline of future leaders
through educational programmes
such as the Understanding Your
Co-operative Programme and
the Governance Development
Programme.
• Council plays a supportive role in
developing farmers’ understanding
of our Co-operative’s strategy and
how key Board decisions relate to
that strategy. Importantly, Council
educates farmers on the benefit of
being in a co-operative, who we are
and why our Co-operative exists.
3) Guardians of our Co-operative
Principles:
• Council is the guardian of our
Co-operative Principles and acts as
a sounding-board for the Board on
matters that impact our individual
farming businesses.
• Council has other formal and
constitutional roles including:
• Managing the Director
elections process in
consultation with the Board.
• Approving the company’s
mission statement and values
as proposed by the Board.
• Appointing the Milk
Commissioner.
• Considering and, in
consultation with the Board,
proposing changes to Part A of
the Constitution.
• Ability to call a Special Meeting
of shareholders.
• Consulting with the Board
in relation to the Fonterra
Shareholders’ Market and
Fonterra Shareholders’ Fund.
• Consulting with the Board
in relation to the Milk Price
Manual and Principles.
• Sitting on the Board’s
Co-operative Relations
Committee.
The Fonterra Shareholders’ Council Election

2
FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
Key Qualities and Capabilities of a Councillor
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• An understanding of Fonterra’s business.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of and empathy with the Co-operative.
• An understanding of the key drivers of wealth - milk price and profit.
• Business acumen - financial literacy and ability to think strategically.
• Communication skills (including presentation/public speaking capability).
• Interpersonal skills (approachable nature, empathy with fellow farmers).
• Time available to undertake the required Councillor responsibilities.
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.
Shareholders’ Councillors are elected representatives and are expected to commit an average of one day per week to their role.

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
3
Shareholders’ Council Wards
2020 Shareholders’ Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland

4
FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
WAITOA
Mobile: 021 752 423
Email: rjc76431@gmail.com
Robert COOKSON
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group
• I am a supplying shareholder of Fonterra in the name of Rangitahi Farms Limited and hold 163,315 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
Coming from a family that has been farming in Springdale for over 90 years I am proud to be standing for election this year to
represent Ward 6 as your local Shareholders’ Councillor.
I am involved in the daily operations of my 170 hectare farm, milking 420 cows, so am well aware of the challenges we face in
operating our farms day-to-day.
Despite the recent unrest and opinion that the Shareholders’ Council is ineffective, I believe this to be untrue. I do however, believe
changes in the way the Council currently operates would be beneficial in order to protect the interests of us, the farmers and
shareholders of our Co-op. Changes would also ensure there is a level of transparency and accountability within the Fonterra ranks.
I want to ensure our Co-op continues to thrive for generations to come and look forward to your support.

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
5
TE AROHA
Mobile: 021 137 2334
Email: kaimore@farmside.co.nz
Nacre MAIDEN
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group
• I am a supplying shareholder of Fonterra jointly with Associated Persons (as defined in the Financial Markets Conduct Act
2013) in the name of Kaimore Farms Limited, which holds 90,957 Fonterra shares.
• I have a beneficial and financial interest jointly with Associated Persons in Tauhei Farms Limited, which holds 820,150
Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
My husband and I own a 62ha Fonterra supply dairy farm with an Autumn calving herd. I am also involved in my family’s dairy farming
business, regularly milking to provide time off for the farm manager, among other tasks.
Having grown up on a dairy farm and continuing to see the challenges faced by the industry, now seems as good a time as any to put
my hand up to give back. My previous experience, having worked in local government and in agri-banking gives me a well-rounded
view of the challenges on both sides of the table for our farmers. It will be important to me that I am available to all Fonterra suppliers,
be they shareholders or sharemilkers, having come through the sharemilking system, one of my main concerns is how we retain
people within the Fonterra family. We want them to choose to supply Fonterra rather than our competitors, when they achieve farm
ownership. With this in mind, it is important to me that Fonterra continues to facilitate and support both existing and alternate
pathways to farm ownership and Fonterra supply.
Within the wider family business, we are very fortunate to have farmland that has been in the family for over 100 years, we aim to
retain this as productive land for another 100 years. Sustainability is a “no-brainer”, but it has to be done right. Many farmers feel they
have been burnt spending money on compliance but finding that very quickly the standards have changed and more expenditure is
required. Being ‘green’ but not making profit is not sustainability. We need to have money to invest in green technology and systems.
Environmental and financial sustainability must go hand in hand. As Fonterra suppliers we need Fonterra to continue to support us in
both aspects. Fonterra must be a financially strong company to provide us with a great milk price and significant dividends on a year
in, year out basis, while also upskilling and supporting farmers to be environmentally sustainable. We must retain our social licence to
dairy farm. The Shareholders’ Council must continue to remind the Board of both of these requirements.
I look forward to meeting you and hearing your views of the Co-op.

6
FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
OHAUPO
Mobile: 027 498 8496
Email: andrew@grasslandz.co.nz
Andrew REYMER
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group
• I am a supplying Shareholder of Ohaupo Dairies Ltd with associated persons, which is a fully shared up Fonterra supplier
holding 223,937 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
Guarding the Co-op is the single simplest form of the Shareholders’ Councilors’ role. While the Board is charged with running the
business, it is the Shareholders’ Council that must hold it to the Co-op principles. Once this clear distinction is made, the rest falls into
place. It is not our role to run the business, but simply to ensure it is run how we, the farmer shareholders would like to see it run.
What then are we looking for in a Shareholders’ Councilor? Simply someone that keeps us connected to the Co-op and gives us
the avenue for information to be passed both up and down. We want to know our opinions are heard, as well as have genuine ‘tell
us how it really is’ reporting coming back down about our Co-op. I have always prided myself in my ability to bridge this gap, to be
able to connect with farmers on the ground, but also the managers of the business. I enjoy people, understanding their thinking and
connecting them with others.
While actively involved with the daily operation on our 500-cow farm in Ohaupo, I have the time to commit to the role to do it justice
yet connected to the younger farmers coming through to understand their concerns and thinking.
Developing a strong Shareholders’ Council and representative network is one of the most important duties I see in this role. Building a
more engaged and informed shareholder base is the key to its survival. Information leads to knowledge, which leads to understanding
and then belief. Having farmers believe in their co-op is our strength.
Having completed the Fonterra Understanding Your Co-operative course in 2014, I developed the passion that followed on from
understanding. This led me to the Governance Development Program which I completed in 2015. What was evident to me from
that programme is that representation is key to shareholder’s connection with the Co-op. Governance and representation are very
different, but equally important. I am married to Liz with three budding All Blacks, Joshua 16, Curtis 15 and Nathan 11 who keep us
focused on why we are in a co-op, so we have a strong industry to pass on.
I am the chairman of the Te Awamutu Branch of the Federated farmers, and Waikato Vice Dairy Chair. Collective strength amongst
farmers is their philosophy, and this lines up with co-op principles, and mine.

FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
7

8
FONTERRA ELECTIONS 2020 SHAREHOLDERS’ COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO

If undelivered please return to:
The Returning Officer
Fonterra Elections 2020
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
FONTERRA ELECTIONS 2020
Shareholders’ Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2020
Shareholders’ Council Election
VOTING PAPER 2
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for in
your order of preference by clearly writing a “1”
beside the name of the candidate you most prefer
and a “2” beside the name of your second most
preferred candidate, and so on.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank all candidates.
• You can only write one number “1”, one number
“2”, one number “3” and you must not give the
same ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Nacre MAIDEN
Robert COOKSON
Andrew REYMER
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for in
your order of preference by clearly writing a “1”
beside the name of the candidate you most prefer
and a “2” beside the name of your second most
preferred candidate, and so on.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank all candidates.
• You can only write one number “1”, one number
“2”, one number “3” and you must not give the
same ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Nacre MAIDEN
Robert COOKSON
Andrew REYMER
WARD 6 PIAKO
Election of ONE (1) Councillor
WARD 6 PIAKO
Election of ONE (1) Councillor
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
For the Shareholders’ Council Election you have received two Voting Papers for each
farm that you own in Ward 6.
Votes for the Shareholders’ Council Elections are on a per farm basis, not on
milksolids production.
Voting closes at:
10.30am on Tuesday, 3 November 2020
Voting closes at:
10.30am on Tuesday, 3 November 2020
INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday,
29 October 2020 so it reaches the Returning Officer
before the close of voting.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday,
29 October 2020 so it reaches the Returning Officer
before the close of voting.
1
1
2
2
PINPASSWORD
PINPASSWORD