2021 Fonterra Shareholders’ Fund Notice of Meeting

2021
Notice of
Annual Meeting
Notice is given that the 2021 Annual Meeting of unit holders of the
Fonterra Shareholders’ Fund will be held
MONDAY 13 DECEMBER 2021
Commencing at 10am
(New Zealand Time)
As a physical meeting is unlikely to be able to be held due to COVID-19
restrictions, the 2021 Annual Meeting will be held as an online meeting
only via the Computershare Meeting Platform. For information on how
to participate in the online meeting, please refer to the Procedural
Notes on page 5 of this notice and the attached Virtual Meeting Guide.

2
Notice of
Annual
Meeting
When
Monday 13 December 2021
Commencing at 10am
(New Zealand Time)
Items of Business
A. Welcome and Introduction
B. Address by the Chairman of the Manager of the
Fonterra Shareholders’ Fund
C. Address by the Chair of
Fonterra Co-operative Group Limited
D. Address by Chief Executive Officer of
Fonterra Co-operative Group Limited
E. Unit holder discussion
F. Address by nominated director for re-election to the
Board of the Manager of the Fonterra Shareholders’ Fund
G. Resolution:
Unit holders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolution:
1. To re-elect John Shewan who retires by rotation and
stands for re-election as a director of the Manager
of the Fund.
In accordance with the Fonterra Shareholders’ Fund
Trust Deed, the resolution above is to be considered as
an ordinary resolution and is required to be passed by a
simple majority of the votes of those unit holders entitled
to vote and voting at the Annual Meeting.
Explanatory Note
Further detail on Mr Shewan is set out in the Explanatory
Note on page 4.
ATTENDANCE
All unit holders are entitled to attend and vote at the Annual
Meeting or to appoint a proxy or representative to attend
and vote on their behalf.
PROXIES
A proxy need not be a unit holder, and may be appointed by
completing the form accompanying this Notice of Annual
Questions
Unit holders may submit questions to the Board of the
Manager ahead of the Annual Meeting. Questions should be
relevant to matters at the Annual Meeting, including matters
arising from the financial statements or general questions
regarding the performance of the Fund or Fonterra.
The Manager has a discretion on which questions will be
addressed at the Annual Meeting.
Please submit questions by email to Investor.Relations@
fonterra.com. Please write ‘Questions from Unit Holders’ in
the subject line of the email.
There will also be an opportunity for unit holders and proxy
holders to ask questions online at the Annual Meeting.
Where
Online via Computershare’s Virtual Meeting
Platform https://meetnow.global/nz
Due to COVID-19 restrictions there will be no
physical meeting this year.
Important Dates
These dates are given in New Zealand time.
Friday 10 December 2021, 5pm
Record Date for voting entitlements for the Annual Meeting
Saturday 11 December 2021, 10am
Latest time for receipt of Proxy/Voting forms or for online proxy
appointments
Monday 13 December 2021, 10am
Annual Meeting
Meeting or online at www.investorvote.co.nz.
The appointment of a proxy or representative does not
preclude a unit holder from attending and voting at the
Annual Meeting.
You may appoint the Chair of the Annual Meeting or any
other director of the Manager of the Fund as your proxy.
If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair of the
Annual Meeting will be appointed your proxy and will
vote in accordance with your express direction, and any
undirected votes will (subject to any restriction(s) set out
in the NZX Listing Rules) be voted in accordance with the
Chair’s discretion.
ANDREW CORDNER
Company Secretary
Auckland, New Zealand
12 November 2021
FSF Management Company Ltd (Australian Registered Business Number 190 539 935,
incorporated in New Zealand) is the Manager of the Fonterra Shareholders’ Fund.

3
Letter
from the
Chairman
Dear Unit Holders
On behalf of the Board of Directors of the Manager of the
Fonterra Shareholders’ Fund I am pleased to invite you to
the ninth Annual Meeting of the Manager of the Fonterra
Shareholders’ Fund unit holders, commencing at 10am NZT
on Monday 13 December 2021 online via the Computershare
meeting platform https://meetnow.global/nz.
At the Annual Meeting, the Fund Board will be joined by
Peter McBride, Chair of Fonterra, and Miles Hurrell, Chief
Executive Officer of Fonterra. I will present an overview of
the ninth year of the Fund and Peter and Miles will discuss
Fonterra’s performance over the past year. Unit holders
will also have the opportunity to ask questions about the
operations and management of Fonterra.
At the meeting, unit holders will be asked to vote for my
re-election as an Independent Director of the Manager. I was
last re-elected at the Company’s 2018 Annual Meeting and
will retire from office this year by rotation in accordance with
NZX Listing Rule 2.7.1.
I was originally appointed to the Board of the Manager by
Fonterra when the Fund was established in 2012. Having
served three terms, it was my intention to retire from the
Board at this year’s Annual Meeting. However, Fonterra’s
Capital Structure Review, and the potential implications for
unit holders, have caused me to conclude that this is not
an appropriate time for the Chair to step down from the
Board. There is currently uncertainty over the outcome of
Fonterra’s Capital Structure Review. The role the Capital
Structure Review Subcommittee of independent Directors of
the Manager performs in representing unit holders’ interests
is important. I believe there are benefits in continuity of
independent directors during this period.
Biographical details are included in the Explanatory Note on
the next page.
If you cannot attend the meeting and wish to appoint a proxy
to vote on your behalf, you may direct your proxy to vote
for or against the resolution, to abstain from voting, or to
exercise their discretion as to how to vote.
If you would like to appoint a proxy, complete and lodge
the enclosed Proxy/Voting form (either by post or fax) with
Computershare Investor Services. Alternatively, you can
appoint a proxy online by going to www.investorvote.co.nz.
You will need your CSN holder number and postcode (or
country of residence if outside New Zealand) to do this.
All Proxy/Voting forms need to reach Computershare by
10am NZT on Saturday 11 December 2021.
JOHN SHEWAN
CHAIRMAN
FONTERRA SHAREHOLDERS’ FUND

4
Explanatory
Note
The Board of the Manager of the Fonterra Shareholders’ Fund has statutory responsibilities for the activities of the Manager
and the Fund, including monitoring the compliance with regulatory requirements and ensuring that unit holders’ interests are
managed and protected in accordance with the constituent documents that relate to the Fund. Directors of the Manager have
no role in the governance or operation of Fonterra.
Skills required of a director on the Board of the Manager include governance experience, preferably of a listed entity, financial
and capital markets knowledge, an understanding of co-operatives, and risk management experience.
Resolution: Election of Director
NZX Listing Rule 2.7.1 requires that the Fund’s Directors
must not hold office without re-election past the third
Annual Meeting following their appointment or three years,
whichever is longer.
Chairman John Shewan was last re-elected at the Company’s
2018 Annual Meeting and therefore will retire from office at
this year’s Annual Meeting. Being eligible, John Shewan offers
himself for re-election.
John Shewan was appointed chairman of the FSF board in
November 2012. He is an independent director. In addition
to FSF, he currently chairs the board of Munich Reinsurance
Australasia and is a Director of China Construction Bank
(New Zealand) Limited.
He is also an Adjunct Professor in the Business School at
Victoria University of Wellington.
John Shewan is an “Independent Director” for the purposes
of the NZX Listing Rules.
JOHN SHEWAN
CNZM BCA (Hons) FCA
Independent Director appointed by unit holders

5
Procedural
Notes
Meeting Participation
Due to ongoing uncertainty over COVID-19 related
restrictions the Fund is holding the annual meeting online
this year through the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting, click ‘Go’
under the Fonterra Shareholders Fund meeting and then
click ‘JOIN MEETING NOW’. By using the meeting platform,
you will be able to watch the meeting, vote and ask questions
online using your smart phone, tablet or desktop device.
You will need the latest version of Chrome, Safari, Edge or
Firefox to access the meeting. Please ensure your browser
is compatible.
Please refer to the enclosed Virtual Meeting Guide for
more information.
Voting Entitlements and Process
Unit holders that will be entitled to vote on the resolution
at the Annual Meeting are those who are unit holders of
the Fonterra Shareholders’ Fund at 5pm NZT on Friday
10 December 2021.
Voting will be conducted by a poll. To vote, unit holders
can either:
VOTE ONLINE
You can vote online through the Computershare
Meeting Platform.
APPOINT A PROXY TO VOTE
If you do not propose to attend the Annual Meeting, you
can appoint a proxy to attend the meeting and vote on your
behalf. The Chair of the meeting or any other director of
the Fund is willing to act as a proxy for any unit holder who
wishes to appoint him or her for that purpose.
To do this, enter ‘the Chair’ or the name of your proxy in the
space provided on the Proxy/Voting form (further details are
provided on the form).
To appoint a proxy, you need to do one of the following:
ONLINE
Lodge your proxy online by going www.investorvote.co.nz.
You will need your CSN holder number and postcode (or
country of residence if outside New Zealand).
If you do not have your CSN holder number, please contact
Computershare at corporateactions@computershare.co.nz or
+64 9 488 8777 (international).
FAX
You can fax your Proxy/Voting form to +64 9 488 8787.
MAIL
Return the Proxy/Voting form by mail to the Share Registrar,
Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, using the Freepost envelope provided.
For your proxy appointment to be effective it must be
received by 10am NZT on Saturday 11 December 2021.
The addresses of the Manager of the Fund and the
Supervisor are as follows:
FSF MANAGEMENT COMPANY LIMITED
109 Fanshawe Street, Auckland 1010, New Zealand
Attention: Company Secretary
GUARDIAN TRUST COMPANY LIMITED
Level 6, 191 Queen Street, Auckland 1010, New Zealand
Attention: Relationship Manager Corporate Trusts

---

VIRTUAL MEETING
G
iven the uncertainty around the COVID-19 environment, the Annual Meeting will be held online only.
All unit holders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting
Guide 2021 that accompanies this Proxy/Voting Form.
Turn over to complete the form to vote
Lodge your proxy
Fonterra Shareholders’ Fund
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy appointment to be effective it must be received by 10am Saturday 11 December 2021
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the unit holder must sign.
Joint Holding
Where the holding is in more than one name, all of the unit holders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Manager) and a signed
certificate of non
-revocation of the power of attorney must be produced to the
Manager with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the Manager, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your units will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other director, is willing to act as proxy for any unit holder
who wishes to appoint him or her for that purpose. To do this, enter ‘the Chair’
or the name of your proxy in the space allocated in ‘Step 1’of this form. If you
do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will be appointed your proxy and will vote in accordance with
your express direction, and any undirected votes will (subject to any restriction(s)
set out in the NZX Listing Rules) be voted in accordance with the Chair’s
di
scretion. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite the item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Virtual Meeting
Th
e Fund is holding an online annual meeting this year virtually through the
Computershare Meeting Platform https://meetnow.global/nz . To access the
meeting, click ‘Go’ under the Fonterra Shareholders' Fund meeting and then click
‘JOIN MEETING NOW’. By using the meeting platform, you will be able to watch the
meeting, vote and ask questions online using your smart phone, tablet or desktop
d
evice. You will need the latest version of Chrome, Safari, Edge or Firefox to access
th
e meeting. Please ensure your browser is compatible.

If your proxy is not the chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
Proxy/Corporate Representative Form
Signature of unit holder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Unit holder 1Unit holder 2Unit holder 3
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be
counted in computing the required majority. If you do not mark a box your proxy may vote as they choose.
Ordinary resolution
Resolution 1
To re-elect John Shewan, who retires by rotation and stands for re-election, as a director of the Manager
of the Fund.
Proxy
DiscretionFor
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/her
of
I/We being a unit holder/s of the Fonterra Shareholders’ Fund
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Fonterra Shareholders’
Fund to be held on Monday 13 December 2021 at 10am (New Zealand time) on Computershare’s Virtual Meeting Platform https://meetnow.global/nz and at any
adjournment of that meeting.

---

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible unit holder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a unit holder:
Select 'Unit holder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day
before
the meeting to access the online meeting. Click on
the link in the invitation to access the meeting.
Contact
If y
ou have any issues accessing the website please
call +64 9 488 8700.