Notice of Annual Meeting Fonterra Co-operative Group Ltd

Fonterra Annual
Meeting 2021
Notice of Annual Meeting
of Shareholders and Explanatory Notes
10.30am on Thursday, 9 December 2021
ILT Stadium Southland
Surrey Park Sports Centre
18 Surrey Park Road
Invercargill

Contents
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING FOR 2021 1
COVID-19 Implications 1
Virtual Meeting 1
Annual Meeting Documents 1
Voting 2
Voting Entitlements 2
Proxies or Representatives 2
Questions 2
Votes Required and Quorum 2
Results of Voting 2
Meeting Attendees 2
CHAIRMAN’S LETTER 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, Co-operative Councillors and Directors’ Remuneration Committee
Members 5
Appointment of Auditor 5
Ratification of Appointment of Director 5
Approval of Milk Price Panel related Amendments to the Constitution 5
Approval of Governance and Representation Review related Amendments to the
Constitution and the Co-operative Council By-laws 6
Approval of 2020 Review of Council related Amendments to the Constitution and the
Co-operative Council By-laws 6
Co-operative Council Report 6
Approval of Co-operative Council Programme and Budget 6
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 7
Welcome 7
Annual Meeting Proceedings 7
Remuneration of Directors, Co-operative Councillors and Directors’ Remuneration Committee
Members 7
Appointment of Auditor 8
Ratification of Appointment of Director 8
Approval of Milk Price Panel related Amendments to the Constitution 9
Approval of Governance and Representation Review related Amendments to the
Constitution and the Co-operative Council By-laws 10
Approval of 2020 Review of Council Amendments to the Constitution and the
Co-operative Council By-laws 11
Approval of Co-operative Council Programme and Budget 12
PART THREE
GOVERNANCE AND REPRESENTATION REVIEW RELATED AMENDMENTS TO THE
CO-OPERATIVE COUNCIL BY-LAWS 16
PART FOUR
2020 REVIEW OF COUNCIL RELATED AMENDMENTS TO THE CONSTITUTION AND
EXPLANATORY NOTES 23

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
1
Fonterra Co-operative Group Limited
Annual Meeting for 2021
COVID-19 Implications
Fonterra intends to hold this Annual Meeting as a hybrid
meeting so that Shareholders can attend either:
• in person at the ILT Stadium Southland, Surrey Park Sports
Centre, 18 Surrey Park Road, Invercargill; or
• virtually, using the instructions set out below under the
heading ‘Virtual Meeting’.
However, due to the current uncertainty relating to the
COVID-19 pandemic, Fonterra may elect to hold this Annual
Meeting as an online only meeting, depending on the COVID-19
restrictions that are in place for Thursday, 9 December 2021.
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 an
online only meeting.
This Annual Meeting will follow the Ministry of Health
COVID-19 guidelines. This means that everyone attending
the meeting in person will need to comply with the current
government requirements in relation to the hosting of
meetings. These are presently to scan in using the COVID-19
tracer app and to follow all requirements around wearing face
coverings and social distancing. If you are feeling unwell or
have been to any COVID-19 locations of interest, we strongly
recommend you join the meeting virtually.
Virtual Meeting
To attend the meeting and participate online use
the following link to the virtual meeting platform:
https://edge.media-server.com/mmc/go/Fonterra-Meeting
Shareholders attending and participating in the meeting
virtually via the online platform will be able to watch the
Annual Meeting, vote and ask questions during the meeting.
Shareholders participating online will be required to enter their
name, contact number and supply number(s) for verification
purposes.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions virtually during the
meeting) is available here:
www.fonterra.com/online-meeting-guide
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)
- Governance and Representation Review related
Amendments to the Co-operative Council By-laws (Part
Three)
- 2020 Review of Council related Amendments to the
Constitution and Explanatory Notes (Part Four)
• A Fonterra Board of Directors Election Voting Paper
• A Fonterra Board of Directors Candidate booklet
• A Fonterra Co-operative Council Voting Paper (for
Shareholders in Wards 10, 13 and 19 only)
• A Fonterra Co-operative Council Candidate booklet (for
Shareholders in Wards 10, 13 and 19 only)
• A Fonterra Directors’ Remuneration Committee Voting
Paper
• A Fonterra Directors’ Remuneration Committee Candidate
booklet
• A combined Annual Meeting Voting Paper/Proxy Form. Use
this Voting Paper/Proxy Form:
- To vote online or by post by 1pm on Tuesday, 7 December
2021.
- 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, 7
December 2021.
- 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 Annual Meeting
Voting Paper/Proxy Form and on page 2 of this Notice of
Meeting.
Fonterra’s Annual Meeting will be held as a hybrid meeting so that Shareholders may either attend at the ILT Stadium Southland,
Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill at 10.30am on Thursday, 9 December 2021 or virtually using the
instructions set out below under the heading ‘Virtual Meeting’.

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Voting
Shareholders 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 Annual Meeting Voting
Paper/Proxy Form.
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 Shareholders can also vote by attending
the meeting in person or virtually, or by appointing a proxy or
representative (who can attend the meeting in person or online
to vote on their behalf).
All online and postal votes must be received by the Returning
Officer by 1.00pm on Tuesday, 7 December 2021.
Voting Entitlements
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 2021.
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 2022. 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 1993, the Board has fixed
5.00pm on 11 November 2021 as the date for determining
voting entitlements of Shareholders for this meeting.
Accordingly, those persons who are, at 5.00pm on 11 November
2021, 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 or representative, the proxy
or representative will exercise that Shareholder’s voting
entitlement as described above.
Proxies or Representatives
Instructions to appoint a proxy or representative are outlined
in this Notice of Meeting and the Combined Annual Meeting
Voting/Proxy Paper. The Returning Officer will contact each
proxy or representative ahead of the Annual Meeting to provide
them with the necessary information required to enable them to
participate in and vote during the Annual Meeting.
You may appoint the Chairman of the meeting or any director,
or any other person, as your proxy (a proxy need not be a
Shareholder). Where a Shareholder does not name a person as
their proxy but otherwise completes the proxy form in full, or
where a Shareholder’s named proxy does not attend the meeting,
the Chairman of the meeting will act as that Shareholder’s proxy
and will vote in accordance with that Shareholder’s express
direction.
The Chairman intends to vote any discretionary proxies, for
which they have authority to vote, in favour of the resolutions.
All proxy or representative appointments must be received by
the Returning Officer by 10.30am on Tuesday, 7 December 2021.
Questions
Shareholders will be able to ask questions in person or, for those
attending online, via the online platform during the Annual
Meeting. We encourage Shareholders to submit questions as
early as possible to ensure that as many questions as possible
are received and addressed at the appropriate time during the
meeting.
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 resolutions will be passed if they are approved by
a majority of 75% or more of the votes of those Shareholders
entitled to vote and voting on the resolutions.
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
NZX, the Farm Source website 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 the auditors
and invited members of the media.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Chairman’s Letter
Dear farmers,
Our 2021 Annual Meeting will be held at the ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill on
Thursday 9 December 2021. Due to the current COVID-19 restrictions, this meeting will be held as a hybrid meeting and Shareholders
will be able to attend the meeting online.
At this year’s meeting Miles and I will review the Co-operative’s performance and direction, including our long-term strategy to 2030
which we announced in September. Shareholders are also being asked to vote on six ordinary business resolutions to:
1. approve the remuneration of Shareholder Elected Directors;
2. approve the remuneration of Co-operative Councillors;
3. approve the remuneration of the Directors’ Remuneration Committee members;
4. approve the appointment of the Auditor;
5. ratify the appointment of an Appointed Director, Mr Clinton Dines; and
6. approve the Co-operative Council programme and budget.
Each of these ordinary resolutions require more than 50 per cent votes cast in favour on it to be passed.
There are also three special resolutions which Shareholders will be asked to vote on, to:
1. approve Milk Price Panel related amendments to the Constitution;
2. approve Governance and Representation Review related amendments to the Constitution and the Co-operative Council By-laws;
and
3. approve 2020 Council Review related amendments to the Constitution and Co-operative Council By-laws.
Each of these special resolutions require at least 75 per cent votes cast in favour on them to be passed.
Immediately following the conclusion of the Annual Meeting, we will begin the Special Meeting to consider changes to our Capital
Structure. A separate booklet containing the Notice of Special Meeting is also enclosed. It includes an overview of the recommended
changes and details of the associated special resolution that Shareholders are being asked to vote on at the Special Meeting.
If you can’t attend the Annual Meeting or Special Meeting in person or online, 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 respective voting papers in your voting pack.
I look forward to seeing as many of you as possible in Invercargill and online.
Peter McBride
Chairman

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FONTERRA ELECTIONS 2021 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, or to login to the virtual meeting
platform, prior to the start of the meeting.
10.00am - Registration
10.30am - Welcome
Welcome / Introduction – Peter McBride, Chairman of the Board
Annual Meeting Proceedings
Chairman’s Review
Chief Executive Officer’s Presentation
Approval of Remuneration of Directors, Co-operative Councillors and Directors’ Remuneration Committee Members
Directors’ Remuneration Committee Review – Glenn Holmes, Chair of the Directors’ Remuneration Committee
Resolution 1: Approval of remuneration of Shareholder Elected Directors
Resolution 2: Approval of remuneration of Co-operative Councillors
Resolution 3: Approval of remuneration of Members of Directors’ Remuneration Committee
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 Director
Resolution 5: Ratification of appointment of Clinton Dines
Approval of Milk Price Panel related Amendments to the Constitution
Resolution 6: Approval of Milk Price Panel related amendments to the Constitution
Approval of Governance and Representation Review related Amendments to the Constitution and the Co-operative Council
By-laws
Resolution 7: Approval of Governance and Representation Review related amendments to the Constitution and the Co-operative
Council By-laws
Approval of 2020 Review of Council related Amendments to the Constitution and the Co-operative Council By-laws
Resolution 8: Approval of 2020 Review of Council related amendments to the Constitution and the Co-operative Council By-laws
Co-operative Council Report
Chairman’s Review – James Barron
Approval of Co-operative Council Programme and Budget
Resolution 9: Approval of the Co-operative Council programme and budget
Voting Paper Collection
General Business
1.00pm - Closing (approximately)

FONTERRA ELECTIONS 2021 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, Co-operative
Councillors and Directors’ Remuneration
Committee Members
Directors’ Remuneration Committee Review
Resolution 1: Approval of remuneration of Shareholder
Elected Directors
To consider the remuneration of Shareholder Elected Directors
recommended by the Directors’ Remuneration Committee and,
if thought fit, to resolve:
“To approve the remuneration of Shareholder Elected Directors, as
recommended by the Directors’ Remuneration Committee.”
Resolution 2: Approval of remuneration of Co-operative
Councillors
To consider the remuneration of Co-operative Councillors
recommended by the Directors’ Remuneration Committee and,
if thought fit, to resolve:
“To approve the remuneration of Co-operative Councillors, as
recommended by the Directors’ Remuneration Committee.”
Resolution 3: Approval of remuneration of members of the
Directors’ Remuneration Committee
To consider the remuneration of members of the Directors’
Remuneration Committee recommended by the Board and, if
thought fit, to resolve:
“To approve the remuneration of members of the Directors’
Remuneration Committee, 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 Director
Resolution 5: Ratification of appointment of Mr Clinton
Dines
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Mr Clinton Dines as a
Director of the Company, under clause 12.4 of the Constitution.”
Approval of Milk Price Panel related
Amendments to the Constitution
Resolution 6: Approval of Milk Price Panel related
amendments to the Constitution
To consider and, if thought fit, to resolve as a special resolution
which, if passed, will be effective on and from the date that the
corresponding amendments have been made to the Fonterra
Shareholders’ Market Rules:
“To approve the proposed amendments to the Constitution of the
Company, as set out in the section headed ‘Resolution 6’ 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, 9 December 2021 at the ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill.
Shareholders can also attend the meeting virtually using the instructions set out under the heading ‘Virtual Meeting’.
Peter McBride
Chairman, on behalf of the Board
Notice of Meeting dated 16 November 2021

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Approval of Governance and
Representation Review related
Amendments to the Constitution and the
Co-operative Council By-laws
Resolution 7: Approval of Governance and Representation
Review related amendments to the
Constitution and the Co-operative Council By-
laws
To consider and, if thought fit, to resolve as a special resolution:
“To approve:
(a) the proposed amendments to the Constitution of the Company,
as set out in the section headed ‘Resolution 7’ of Part Two of the
Notice of Meeting; and
(b) the proposed amendments to the By-laws of the Co-operative
Council, as set out in Part Three of the Notice of Meeting.”
Approval of 2020 Review of Council related
Amendments to the Constitution and the
Co-operative Council By-laws
Resolution 8: Approval of 2020 Review of Council related
amendments to the Constitution and the Co-
operative Council By-laws
To consider and, if thought fit, to resolve as a special resolution:
“To approve:
(a) the proposed amendments to the Constitution of the Company,
as set out in Part Four of the Notice of Meeting; and
(b) the proposed amendments to the By-laws of the Co-operative
Council, as set out the section headed ‘Resolution 8’ of Part Two
of the Notice of Meeting.”
Co-operative Council Report
Chairman’s Review
Approval of Co-operative Council
Programme and Budget
Resolution 9: Approval of Co-operative Council programme
and budget
To receive and discuss the Co-operative Council report
(including the Milk Commissioner’s report) for 2020/21
(contained in the Co-operative Council’s 2021 Annual Report
to Shareholders) and the Co-operative Council’s programme
and budget for the current financial year and, if thought fit, to
resolve:
“To approve the Fonterra Co-operative Council’s programme and
budget for the financial year ending 31 July 2022.”

FONTERRA ELECTIONS 2021 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, Co-operative
Councillors and Directors’ Remuneration
Committee Members
Resolution 1: Approval of remuneration of Shareholder
Elected Directors
In accordance with clause 34.1 of the Company’s Constitution,
the Directors’ Remuneration Committee (“Committee”) met in
July 2021 to consider, and recommend to Shareholders, the form
and amount of the Shareholder Elected Directors’ remuneration.
The Committee comprises six elected Shareholders and is
chaired by Mr Glenn Holmes.
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, and recommended an increase to the remuneration
level for Directors. 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
of the Board 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 recommended no change to Director
remuneration due to the significant economic uncertainty as a
result of the COVID-19 pandemic. The Committee noted that
the $75,000 discretionary pool of fees had been utilised for the
second time, and recommended removal of the limit of $25,000
per Director.
In 2021 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 noted that a number of companies paid
different fee amounts to the Chairs of Board Committees,
to remunerate for differing workload expectations, and also
remunerated Directors for membership of Board Committees.
The Committee acknowledged that workloads varied between
the Board Committees. They also observed that Directors’
workloads were often also increased by other activities such
as stakeholder engagement, noting the current example of
the Capital Structure consultation. The Committee noted the
challenge in determining Director workload, given the varying
activities undertaken by Appointed Directors and Shareholder
Elected Directors, and Directors based in New Zealand versus
those based offshore.
The Committee discussed the discretionary fund and considered
whether an increase would be appropriate. The Committee
determined that an increase in the discretionary fund was
preferable to the implementation of Committee membership
fees, as the fund allowed the Appointments and Remuneration
Committee of the Board and the Chairman of the Board the
flexibility to remunerate Directors based on their particular
duties, workload and responsibilities.
Given that the last increase to Director remuneration had been
in 2017, the need to attract and retain high quality governors
and the substantial Director workload, the Committee
determined that a larger one off adjustment was appropriate.
The Committee noted that smaller annual incremental increases
in remuneration would be the Committee’s recommended
approach going forward, subject to unique events such as those
that had been experienced by Fonterra in the preceding years.
The Committee’s recommendation to Shareholders in relation
to the remuneration of Shareholder Elected Directors is:
That the remuneration for the Shareholder Elected Directors be
approved at the following amounts from the date of this Annual
Meeting:
• Chairman $455,000 p.a. (increase of $25,000)
• Director $185,000 p.a. (increase of $10,000)
In addition, at the discretion of the Appointments and
Remuneration Committee of the Board and the Chairman 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 $150,000 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 (increase of $75,000).
The Committee has also approved the expense reimbursement
policy for both Directors and Co-operative 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.

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Resolution 2: Approval of remuneration of Co-operative
Councillors
In accordance with By-law 3.1 of the Co-operative Council
By-laws, the Directors’ Remuneration Committee met in July
2021 to consider, and recommend to Shareholders, the form
and amount of the remuneration to be paid to Co-operative
Councillors.
In 2017 the Committee recommended an increase to the
Co-operative Councillor honoraria, which had remained
unchanged since 2013. 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
Co-operative Councillor honoraria remained unchanged. The
Committee noted that the role of Deputy Chair had been
disestablished in 2019.
The Committee recommended no change to Co-operative
Councillor remuneration in 2020, given the significant
economic uncertainty as a result of the COVID-19 pandemic and
the review of the Co-operative Council that was underway at
the time.
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 2020 review of the Co-operative
Council, and in particular, the recommendation regarding the
remuneration of the Council Chair.
Given that the last increase to Co-operative Councillor
remuneration had been in 2017, the Committee determined
that a larger one off adjustment was appropriate. The
Committee noted that smaller annual incremental increases
in remuneration would be the Committee’s recommended
approach going forward, subject to unique events such as those
that had been experienced by Fonterra in the preceding years.
The Committee reviews with the Chair of the Co-operative
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 Co-operative Councillors is:
That the honoraria for the Co-operative Councillors and the
Chairman of the Council be approved at the following amounts
from the date of this Annual Meeting:
• Chair $110,000 p.a. (increase of $10,000)
• Councillors $37,500 p.a. (increase of $2,500)
• Discretionary Pool
Up to $100,000 per annum (in aggregate), be provided for
additional honoraria of Co-operative Councillors (excluding the
Chairman of the Co-operative Council) who have additional
responsibilities including as Council committee chairpersons,
project leaders for Council workstreams, observers on Board
committees, or representing the Council at its request on
external committees (in each case not to exceed $17,500 per
annum per person); such provisions to be allocated in whole
or part at the discretion of the Chairman of the Co-operative
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: Approval of remuneration of members of the
Directors’ Remuneration Committee
In accordance with clause 34.1 of the Company’s Constitution,
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 not been increased since 2017.
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 $2,500 p.a. (an increase from $2,000 p.a.)
• Member $1,500 p.a. (an increase from $1,000 p.a.)
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
Co-operative Councillors.
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 2021.
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 Director
Resolution 5: Ratification of appointment of Mr Clinton
Dines
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 Clinton Dines 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 2021 Annual
Meeting.
The Fonterra Board has determined that Mr Clinton Dines
qualifies as an independent Director.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
9
Mr Dines’ remuneration and benefits, as with all of the
Appointed 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 Appointed Directors at the same level as
Shareholder Elected Directors.
Details of his qualifications and experience are set out below.
Mr Clinton Dines
Mr Dines was appointed to the Fonterra Board in 2015.
Mr Dines lived and worked in China for 36 years, 21 of which
as President of BHP Billiton’s China business. He has extensive
experience as an executive in China and Asia businesses and
has had an active career as a Non-Executive Director, currently
serving on the Boards of the Port of Newcastle, Sky Renewables
Pty Limited and Zanaga Iron Ore Company Limited.
Mr Dines was Executive Chairman of Caledonia Asia from
2010 to 2013, an investment group in Asia, and is a Partner
in Moreton Bay Partners, a strategic advisory firm based in
Brisbane. He is an Adjunct Professor at Griffith University’s Asia
Institute and is a Member of the Griffith University Council.
Mr Dines has extensive experience as a senior executive in
China and Asia businesses, including global manufacturing and
commodity businesses.
Approval of Milk Price Panel related
Amendments to the Constitution
Resolution 6: Approval of Milk Price Panel related
amendments to the Constitution
Resolution 6 is a special resolution required by section 106(1)(a)
of the Companies Act 1993.
The Dairy Industry Restructuring Amendment Act 2020
amended the Dairy Industry Restructuring Act 2001 (“DIRA”),
among other things, to require Fonterra to appoint one member
of the Milk Price Panel (“Panel”) who is nominated by the
responsible Minister under the DIRA (currently the Minister
of Agriculture) on the same terms and conditions as the other
Panel members, effective from 1 June 2021. The Minister’s
nominee must be “independent” for the purposes of DIRA.
The Company’s Constitution (clause 10.3) and the Fonterra
Shareholders’ Market (“FSM”) Rules (Rule 1.8.2) set out certain
requirements applying to the Panel, including that:
• it must comprise five members;
• not less than 50% must be “independent”;
• the Co-operative Council is entitled to appoint up to two
members (at least one of whom must be independent); and
• the remaining members are appointed by the Board.
Currently the Panel has five members:
• Mr Scott St John, an independent Appointed Director
(appointed to the Panel in 2017)
• Mr Bruce Hassall, an independent Appointed Director
(appointed to the Panel in 2017)
• Mr Brent Goldsack, a Shareholder Elected Director
(appointed to the Panel in 2017)
• Mr Andrew Wallace, a nominee of the Co-operative Council
who is independent (appointed to the Panel in 2016)
• Mr Bill Donaldson, a nominee of the Co-operative Council
(appointed to the Panel in 2014)
The Board recommends that the Company’s Constitution is
amended to increase the size of the Panel to six members to
accommodate the Minister of Agriculture’s nominee as an
additional member to the Panel in order that the number of
Panel positions held by the Fonterra Directors and Co-operative
Council nominees remain unchanged.
The proposed amendment to clause 10.3(c) of the Constitution
to give effect to this is set out below. The changes being made
are those in mark up. That is, where a matter is deleted it is
shown as being struck out and where a matter is inserted it is
shown as being underlined.
10.3(c) The Panel must at all times comply with the following
requirements:
(i) it must comprise five six members;
(ii) not less than 50% a majority of the members
must qualify for appointment as “independent”
(“independent”) members (within the meaning
of any applicable enactment or, if there is no
applicable enactment, as determined by the
Board from time to time);
(iii) the Shareholders’ Council is entitled to appoint up
to two members (at least one of whom must be
independent); and the remaining members shall
be appointed by the Board; and
(iv) one member of the Panel must be the person
(who must be independent) nominated by
the responsible Minister for appointment as a
member of the Panel under subsection 150E(1A)
of the Dairy Industry Restructuring Act 2001 so
long as such provision remains in force;
(v) the remaining members shall be appointed by the
Board; and
(iv)(vi) the chairman of the Panel must be independent
and shall have no casting vote.
Resolution 8 (discussed below) separately proposes, amongst
other things, an amendment to the Constitution that would
change all references to “Shareholders’ Council” in the
Constitution to “Co-operative Council”. Upon approval of such
amendment, the reference in clause 10.3(c)(iii) to “Shareholders’
Council” will change to “Co-operative Council”.
Fonterra has requested NZX that the corresponding FSM Rule
1.8.2 that sets out the size and membership composition of the
Panel also be amended, subject to Shareholder approval of the
proposed amendments to clause 10.3(c) of the Constitution.
A solicitor’s opinion regarding the Constitution of the Company,
as required under Rule 1.11.1 of the FSM Rules, has been provided
to NZX. As the proposed amendment will alter Part A of the
Company’s Constitution, the approval of the amendment by a
majority of 50 per cent or more of members of the Co-operative
Council is required under clause 18.1 of the Constitution.
This approval was received on 7 October 2021 and had the
unanimous support of the Co-operative Council.

10
FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
On 22 September 2021 the Board of Fonterra approved the
changes to the Constitution of the Company as outlined
in Resolution 6, subject to Shareholders’ approval. The
Board recommends that Shareholders vote to support the
amendments proposed in Resolution 6.
If Resolution 6 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 only upon the FSM Rules being amended to be
consistent with this change.
If Resolution 6 is not passed then the recommended changes
will not take effect. Voting against Resolution 6 will not prevent
the Fonterra Board from having to appoint the Minister’s
nominee to the Panel (as this requirement is mandated under
DIRA). The Board will formally appoint the Minister’s nominee
to the Panel following the Annual Meeting and the Company
will announce this appointment once it has occurred. If
Resolution 6 is not passed the Board of Fonterra will either
have to appoint the Minister’s nominee in place of one of the
Fonterra independent Appointed Directors or, with the approval
of the Co-operative Council, the independent appointee of the
Co-operative Council on the Panel.
Approval of Governance and
Representation Review related
Amendments to the Constitution and the
Co-operative Council By-laws
Resolution 7: Approval of Governance and Representation
Review related amendments to the
Constitution and the Co-operative Council By-
laws
Resolution 7 is a special resolution required by section 106(1)(a)
of the Companies Act 1993 and clause 16.7 of the Constitution of
the Company.
In February 2021 a joint Committee of the Board and
Co-operative Council was established to undertake the five year
review of the 2016 Governance and Representation changes.
After consideration of farmer feedback, and consultation with
the Fonterra Board, the Co-operative Council, the Independent
Selection Panel and the Returning Officer, the Committee put
forward a number of recommendations.
The recommendations included:
• Giving the Co-operative Council the ability to appoint up
to three additional Councillors with full voting rights, who
do not have to be qualified under the Constitution to be a
Councillor, if the breadth of diversity across the Co-operative
is not represented around the Co-operative Council table
– whether by skill set, farm size, supply relationship (e.g.
Shareholder, sharemilker, MyMilk supplier), generation (e.g.
young farmers or those new to the industry), gender (e.g.
female farmers), ethnicity (e.g. Māori farmers) or otherwise.
• The removal of the current requirement for Co-operative
Council endorsement of re-standing Councillors, to be
consistent with the Director election process.
To take effect, these recommendations require changes to
the Constitution of the Company and the By-laws of the
Co-operative Council.
Constitution of the Company
The proposed amendments to the Constitution to give effect to
these recommendations are set out below. The changes being
made are those in mark up. That is, where a matter is deleted it
is shown as being struck out and where a matter is inserted it is
shown as being underlined:
16.1 Establishment of Shareholders’ Council: Subject to
casual vacancies there shall be a Shareholders’ Council
of not fewer than 25 Ward Councillors and up to three
Appointed Councillors, which shall be elected or appointed
in accordance with the by-laws of the Shareholders’
Council. The Shareholders’ Council shall have the following
functions:
Please note that no amendments are proposed to the Shareholders’
Council functions listed in clause 16.1(a) to (q) in this Resolution
7. Proposed amendments to clause 16.1(a) to (q) are the subject of
Resolution 8.
16.4 Election and Appointment of Councillors: Subject to
the provisions of this clause 16, the manner in which
Councillors are nominated, elected, appointed and
removed by the respective Wards shall be governed by
the by-laws of the Shareholders’ Council. Every election
of Councillors shall be held, and every appointment of
Councillors shall be made, in the manner for the time
being approved pursuant to this clause. The Shareholders’
Council at the date of this Constitution shall continue in
office.
16.5 Qualifications of Councillors: No person may be elected
or hold office as a Councillor unless he or she:
(a) is a person who would be qualified for election as a
Director in terms of clause 12.3, provided that this
requirement shall not apply to persons who are
appointed by the Shareholders’ Council to hold office
as an Appointed Councillor pursuant to the by-laws of
the Shareholders’ Council;
(b) is not during their tenure as a Councillor, a Director or
executive of the Company or the Milk Commissioner;
and
(c) has signed a Confidentiality Deed and Indemnity
in the form determined by the Board relating to
information he or she receives in his or her capacity as
a Councillor.
Inclusion of the following definitions in clause 48.1:
“Appointed Councillor” has the meaning set out in the by-laws
of the Shareholders’ Council.
“Ward Councillor” has the meaning set out in the by-laws of
the Shareholders’ Council.
Resolution 8 (discussed below) separately proposes, amongst
other things, an amendment to the Constitution that would
change all references to “Shareholders’ Council” in the
Constitution to “Co-operative Council”. Upon approval of such
amendment, the references in clause 16 and the associated
definitions to “Shareholders’ Council” will change to “Co-operative
Council”. If the amendments proposed in Resolution 8 are
approved, the clause numbers referred to in Resolution 7 will
change so that clause 16.1 becomes clause 16.2, clause 16.4
becomes clause 16.8 and clause 16.5 becomes clause 16.9.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
11
A solicitor’s opinion regarding the Constitution of the Company,
as required under Rule 1.11.1 of the Fonterra Shareholders’
Market rules, has been provided to NZX.
By-laws of the Co-operative Council
The proposed amendments to the By-laws of the Co-operative
Council to give effect to these recommendations are set out in
Part Three of this Notice of Meeting. The opportunity has also
been taken to propose the following additional amendments to
the By-laws:
• To amend the rotation of Councillors so that if a Councillor
retires before the end of their three-year term, then the
Councillor elected in their place will automatically have
a three-year term from election, without Council having
to formally amend the rotation Schedule to effect that.
Previously the Co-operative Council has had newly elected
Councillors being up for re-election after only one or two
years (clauses 1.6 and 1.7).
• To ensure the consistency of language used in the By-laws
(e.g. the inclusion of references to “hold office” and “longer”
in clauses 1.6(a) and (b)).
• To recognise online voting (clause 1.9).
• To remove references to facsimile voting and notices being
sent by facsimile.
Resolution 8 (discussed below) separately proposes, amongst
other things, an amendment to the By-laws that would change
all references to “Shareholders’ Council” in the By-laws to
“Co-operative Council”. Upon approval of such amendment, the
references in the By-laws to “Shareholders’ Council” will change
to “Co-operative Council”.
On 22 October 2021 the Board of Fonterra approved the
changes to the Constitution of the Company as outlined
in Resolution 7, subject to Shareholders’ approval. The
Board recommends that Shareholders vote to support the
amendments proposed in Resolution 7.
On 26 October 2021 the Co-operative Council endorsed the
changes to the Constitution of the Company and approved the
Co-operative Council By-laws, subject to Shareholders’ approval.
The Co-operative Council recommends that Shareholders vote
to support the amendments.
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 and the Co-operative
Council By-laws will be amended as set out above and in Part
Three of this Notice of Meeting. If the Resolution is not passed
then the recommended changes will not take effect. This will
mean that the Co-operative Council will not have the ability
to appoint up to three additional Councillors, and will still be
required to endorse re-standing Councillors.
Approval of 2020 Review of Council
Amendments to the Constitution and the
Co-operative Council By-laws
Resolution 8: Approval of 2020 Review of Council related
amendments to the Constitution and the
Co-operative Council By-laws
Resolution 8 is a special resolution required by section 106(1)(a)
of the Companies Act 1993 and clause 16.7 of the Constitution of
the Company.
In 2020, following concern about the effectiveness of the
Shareholders’ Council (as it was then known) and growing
disconnect between what Fonterra farmers believed Council’s
functions were and what is set out in the Fonterra Constitution,
a Steering Group was established to undertake a review of
Council’s role and functions. The Steering Group members
were four Fonterra farmer Shareholders, two Councillors, two
Board members and an independent chair. The Steering Group
sought Fonterra farmer views on Council’s core functions,
considered Council’s view on the areas that Council believed
would benefit from discussion and consultation, analysed the
key issues raised by Fonterra farmers and Council, identified
options to address them, and then consulted with the Board,
Council and Fonterra farmers on those issues and options. After
considering all feedback, the Steering Group issued its final
report in October 2020, putting forward 27 recommendations
(the ”Recommendations”).
The Recommendations can be found in the Council’s 2021
Annual Report, and online at https://nzfarmsource.co.nz/
business/advice-support/shareholders-council/shc-review.
Together the Recommendations comprise a significant reset
to Council, to better meet the interests of Shareholders and
other members of the wider Fonterra Co-operative community,
and require changes to Council’s role, functions and operating
framework. While most of the Recommendations can be
implemented within the current Constitution, the Steering
Group concluded that Council should seek Shareholder approval
of amendments to clause 16 of Part A of the Constitution in
order to embed the changes to the functions and operating
framework contained in the Recommendations.
Constitution of the Company
The proposed amendments to the Constitution to give effect
to the Recommendations are set out in Part Four of this Notice
of Meeting, with explanatory notes. The opportunity has also
been taken to propose further amendments to the Constitution,
which are also set out in Part Four of this Notice of Meeting
with explanatory notes.
A solicitor’s opinion regarding the Constitution of the Company,
as required under Rule 1.11.1 of the Fonterra Shareholders’
Market Rules, has been provided to NZX. As the proposed
amendment to change all references to “Shareholders’ Council”
to “Co-operative Council” will alter Part A of the Company’s
Constitution, the approval of those amendments by a majority
of 50 per cent or more of members of the Co-operative Council
is required under clause 18.1 of the Constitution. This approval
was received on 1 November 2021 and had the unanimous
support of the Co-operative Council. Amendments to clause
16 of the Constitution do not require the support of the
Co-operative Council.

12
FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
By-laws of the Co-operative Council
The proposed amendments to the By-laws of the Co-operative
Council to reflect Recommendation 5 to rename the Council as
the Co-operative Council are:
• To change all references to “Shareholders’ Council” to
“Co-operative Council”.
The Co-operative Council has approved the amendments
to the Co-operative Council By-laws and has proposed the
changes to the Constitution of the Company, subject to
Shareholders’ approval. The Co-operative Council recommends
that Shareholders vote to support the amendments to the
Constitution and the Co-operative Council By-laws, as outlined
in Resolution 8.
The Board has reviewed the proposed changes to the
Constitution of the Company as outlined in Resolution 8,
and recommends that Shareholders vote to support the
amendments.
If Resolution 8 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 and the Co-operative
Council By-laws will be amended as set out above. If Resolution
8 is not passed then some of the Recommendations may not be
able to be given effect to, as they would not be embedded in the
Constitution of the Company, which creates the Co-operative
Council. In addition, the By-laws will not have been amended.
If the amendments proposed in Resolution 7 are approved,
clause 16 of the Constitution will be amended as set out in
Resolution 7. If the amendments proposed in Resolution 8 are
also approved, both the amendments in Resolutions 7 and 8
will be made to clause 16 of the Constitution. If only one of the
two Resolutions 7 and 8 are passed, only the amendments made
by the Resolution which is passed will be made to clause 16.
If neither Resolution 7 nor 8 is passed, no amendment will be
made to clause 16 of the Constitution.
Approval of Co-operative Council
Programme and Budget
Resolution 9: Approval of Co-operative Council programme
and budget
Under this item of business the Chairman of the Co-operative
Council will, in accordance with the requirements of the
Company’s Constitution:
• present the Co-operative Council’s programme and budget
for the current financial year to Shareholders for approval;
• report on the activities of the Co-operative Council in the
preceding financial year;
• report on the Co-operative Council’s view as to the
Company’s direction, performance and operations for the
preceding financial year;
• present the Milk Commissioner’s Report for the preceding
financial year; and
• comment on other Company and dairy industry matters.
Shareholders are then asked to approve the programme and
budget of the Co-operative Council for the financial year ending
31 July 2022 (FY22).
The Co-operative Council seeks Shareholder approval for
a budget of $2.422 million for operating costs for FY22
and $792,000 for other costs contributed to or met by the
Co-operative Council, giving a combined total of $3.214 million,
as summarised below:

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
13
FY21 Budget
$000
FY21 Actual
$000
FY22 Budget
$000
Co-operative Council operating costs:
Councillor honoraria (refer Resolution 2 for amounts), and Council staff salaries
and associated costs
1,6501,6461,800
Co-operative Council meetings – including accommodation and travel for
Council meetings, Board/Board Committee meetings, and meetings with
external stakeholders, and Diligent meeting papers software costs
Note: Excludes meetings relating to the capital structure review which are
separately listed below
200235235
Communications – including Annual Report design and print131212
Councillor Ward meetings – including travel, accommodation and catering6847
Councillor training and development – including course/facilitator and travel
costs, and new Councillor introduction programme
70050
Insurance and IT costs – including Councillor liability insurance and staff
information technology costs
243343
2020 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
75870
External analyst support:
• financial
• Letter of Members’ Expectations survey design and analysis
100162125
Capital structure review costs:
• accommodation and travel for Council meetings, travel for farmer meetings
• independent legal and analytical support
0
0
41
14
25
125
Total Co-operative Council operating costs2,2002,2342,422
Other costs contributed to or met by the Co-operative Council:
Connection
Contribution to costs of MyConnect conference
Understanding Your Co-operative Programme
Governance Development Programme
160
170
100
0
158
139
0
180
140
Guardianship
Fonterra Director election:
• Returning Officer costs
• Director candidate meetings
• Independent Selection Panel and secretariat, independent agent and
candidate interview expenses
• Candidate booklet printing costs
Professional services - Milk Commissioner costs, fees and other costs relating to
the Co-operative Council appointees to the Milk Price Panel, legal costs
170
45
185

-
125
124
40
122

13
74
130
40
135

15
152
Total other costs contributed to or met by the Co-operative Council955680792
Combined Total3,1552,9143,214

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Budget
In November 2020 Fonterra Shareholders approved a budget of
$3.155 million for FY21 of which $2.914 million (92%) was utilised.
Material variations between FY21 budgeted and actual
expenditure, and FY21 actual spend and FY22 budgeted spend,
are summarised as follows:
• Councillor honoraria, and Council staff salaries and
associated costs: The increased budget for FY22 allows for:
- the Honoraria increases recommended by the Directors’
Remuneration Committee, which are subject to approval
by Shareholders (refer Resolution 2);
- the appointment of one Additional Councillor (subject
to approval by Shareholders of Resolution 7) should
Council determine to make such an appointment due
to the breadth of diversity across the Co-operative not
being represented within the Co-operative Council at the
conclusion of the 2021 Council elections; and
- increases in staff costs, as recommended by Fonterra
for FY22, and to enable strengthening of Council
secretariat’s analytical capability as recommended by the
Steering Group following the 2020 review of Council.
• Co-operative Council Meetings: FY21 costs exceeded budget
notwithstanding Council met less frequently in person
than it has in past years. The FY22 budget contemplates full
Council will meet in person four times during the year. Usual
allowance has been made for other costs, as summarised.
• Councillor Ward meetings: The costs of holding twice-yearly
meetings across the 25 Wards were significantly less than
budgeted.
• Councillor training and development: During FY21 this was
internally facilitated, time-constrained by workstreams
and limited by COVID-19 restrictions. The FY22 budget will
enable all 25 Councillors to undertake targeted relevant
training and development which is considered imperative to
Council effectively fulfilling its functions.
• Insurance and IT costs: Costs exceeded budget due to
premium increases. A further increase in premium is
expected in FY22.
• 2020 review of Council: Costs for the review were incurred
during FY20 ($54,000) and FY21. FY21 costs exceeded
budget due to higher costs than expected being incurred for
the farmer consultation meetings.
• External analyst support: Council commissioned external
support for financial analysis and to survey members to
inform the first Letter of Members’ Expectations. The level of
support and analysis required for that Letter, and therefore
costs, exceeded budget. For FY22, allowance has been made
for quarterly financial analysis support and a reduced level of
support (compared to 2021) to inform the 2022 review and
refresh of the Letter of Members’ Expectations.
• Capital structure review: No allowance for costs was
included in the FY21 budget as the timing of Council’s
involvement was not known when the budget was
developed. FY21 costs were incurred from May 2021.
The FY22 budget is based on the assumption the Board’s
preferred option will be finalised and put to members at
the 2021 Special Meeting with limited (if any) Council
consultation and independent external support required
after that.
• My Connect conference: In line with Recommendation
16 from the 2020 review of Council, Council ceased its
involvement in organising and funding the My Connect
conference, leaving this instead to Fonterra management to
deliver.
• Understanding Your Co-operative Programme: Three events
were held during FY21, attended by 261 members. Three
events are planned for FY22.
• Governance Development Programme: This programme
is a joint Co-operative Council and Board initiative, with
costs shared equally between Council and the Board. Due to
COVID-19 restrictions, a significant proportion of the 2020
intake programme costs were incurred in FY21. There were
fewer participants in the 2021 intake resulting in a greater
proportion of the total programme cost being funded by
Council and the Board, than by participant contributions.
The 2020 Alumni workshop had to be deferred to the end
of 2020 due to COVID-19 restrictions and the 2021 event
was moved to June 2021. As a result, FY21 costs include two
Alumni events rather than the one that was budgeted for.
• Director election: The FY21 reduction in Returning Officer
costs reflects the re-allocation of Returning Officer costs
that do not relate to the Director or Directors’ Remuneration
Committee elections to Fonterra head office, which manages
the Annual Meeting, Council and other elections that the
Returning Officer also supports.
• Professional services: FY21 costs were less than budgeted
due to there being no disputes considered by the Milk
Commissioner and lower legal costs incurred than budgeted
for. FY22 costs include allowances for Milk Commissioner
costs for consideration of disputes, legal costs, and search
agent and other costs relating to Council’s appointment of a
new independent member to the Milk Price Panel following
the retirement of the current independent appointee.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
15
Work Programme
Council’s work programme for FY22 includes the following key
workstreams:
Connection
• Foster member engagement with their Co-op through Ward
meetings
• Further develop Council’s understanding of members’
interests, needs, views and expectations through survey and
meetings
• Represent members’ interests, needs, views and
expectations to the Board
• Provide regular feedback to members on how their interests,
needs, views and expectations have been represented and
are being met
• When the Board or Management wish to consult with
members on decisions which have the potential to affect
members interests in their Co-operative, engage with the
Board and/or management as part of that consultation
• Deliver the Understanding Your Co-operative Programme
Guardianship
• Capital structure review
• Appoint a new independent member to the Milk Price
Panel following the retirement of the current independent
appointee
• Milk Commissioner appointment / re-appointment (the
current term of appointment ends on 31 May 2022)
• Review and refresh (as necessary) the Co-operative
philosophy to ensure it reflects members’ overall interests,
and promote greater member understanding of it
• 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
• Foster Councillor succession
• Administer the Governance Development Programme
Accountability
• Meet with the Board each quarter to discuss reports on
consolidated and key business unit operations, including
actual achievements compared to the Board’s key measures
for performance, and any identified risks to the Company’s
ongoing performance
• Monitor information provided by the Company to members
and assist members to understand the implications of that
information to them
• Seek Board explanation of and responsibility for the
Company’s strategy and performance
• Communicate to members on the extent to which their
expectations are being met / Report on how members’
interests, needs, views and expectations align with Board
strategy and Co-op performance
• Represent members’ interests in relation to Milk Price
Manual changes and governance
Council will report to members at least quarterly, including
through its Quarterly Updates, Annual Report and at the 2022
Annual Meeting.

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Governance and Representation Review
related Amendments to the
Co-operative Council By-laws
PART THREE
The amendments to the Co-operative Council By-laws marked up in this Part Three relate to Resolution 7. The amendments to the
Co-operative Council By-laws proposed under Resolution 8 are limited to changing all references to “Shareholders’ Council” to
“Co-operative Council”.
1. ELECTION AND APPOINTMENT OF COUNCILLORS
1.1 Number of Ward Councillors and Wards: Subject to casual vacancies, the number of Ward Councillors and Wards shall be not
fewer than 25.
1.2 Representation of Wards: Subject to casual vacancies, each Ward is entitled to be represented by at least one Ward Councillor.
1.3 Election by Shareholders: Subject to clause 1.1, a person may be elected or removed as a Ward Councillor to represent a Ward at
any time by an Election.
1.4 Appointed Councillors: The Shareholders’ Council may appoint up to three additional persons as Councillors with full voting
rights if the Shareholders’ Council determines (at its sole and absolute discretion) that the breadth of diversity across the
Company’s Members is not represented (whether by skill set, farm size, supply relationship, generation, gender, ethnicity or
otherwise) within the Shareholders’ Council. Appointed Councillors will not represent a particular Ward and may be persons who
are not qualified in terms of clause 12.3 of the Constitution but must in all other respects be qualified under the Constitution to
be a Councillor. Subject to section 3 of these By-laws, the terms of appointment of Appointed Councillors will be determined
by the Shareholders’ Council (at its sole and absolute discretion) and will be reviewed at least every three years. Appointed
Councillors may not hold office for longer than nine years.
1.41.5 Existing Ward Councillors: The persons elected as Ward Councillors at the date of these By-laws to represent a Ward shall
continue in office.
1.51.6 Rotation of Ward Councillors: Schedule 1 sets out the year in which an Electionelection is to be held in each Ward for the
rotation of Ward Councillors, on the basis that an Electionelection is to be held in each Ward at intervals of approximately 3
years. Following each Election (including an Election where a Ward Councillor is elected unopposed) Schedule 1 will automatically
update to reflect the year in which the next Election is expected to be held in that Ward, which will be in approximately three
years from the last Election in that Ward. The Council may from time to time amend Schedule 1 or adopt a new Schedule 1. On
the date of each annual meeting of the Company the Ward Councillors in the Wards subject to rotation in that year in accordance
with Schedule 1 shall duly retire. A Ward Councillor retiring by rotation is eligible for re-election, provided that:
(a) Ward Councillors may not servehold office for longer than nine years (or, where the Election cycle in a Ward is such that
the period between the time a Ward Councillor was first elected and the second Election in that Ward is greater than nine
years, for longer than the date of the third Election since that Ward Councillor was first elected) unless the Council resolves
(by 75% majority in accordance with clause 5.8), for reasons of continuity or experience, to approve the Ward Councillor
standing for re-election for a fourth term; and
(b) Ward Councillors shall not hold office for morelonger than 12 years (or, where the Election cycle in a Ward is such that the
period between the time a Ward Councillor was first elected and the fourth Election in that Ward is greater than 12 years, for
longer than the date of the fourth Election since that Ward Councillor was first elected).
1.6 Endorsement on re-election: In the case of a Councillor standing for re-election, the Council shall determine (by 75% majority in
accordance with clause 5.8), and communicate to Shareholders, whether it supports the Councillor’s re-election.
1.7 Casual vacancies: If the position of a Ward Councillor (‘Vacating Councillor”) becomes vacant in any Ward, the Shareholders’
Council may (at its sole and absolute discretion):
(a) hold an Election to fill that vacancy, in which case the person elected shall hold office until the date on which the Vacating
Councillor was due to retire by rotation pursuant to clause 1.5of the annual meeting of the Company that occurs in
approximately 3 years in accordance with clause 1.6, at which time that person shall be eligible for re-election; or
(b) may appoint a person who is qualified under the Constitution to be a Councillor to fill that casual vacancy, in which case the
person appointed shall hold office from the date of appointment until the next Election scheduled under clause 1.51.6 for any
Ward (whether or not the Ward in which the casual vacancy has been filled is due for rotation under clause 1.51.6), at which
time an Election to fill the vacancy shall be held at which that person shall be eligible for re-election. The person elected at
the next Election under clause 1.51.6 shall hold office until the date on which the Vacating Councillor was due to retire by
rotation pursuant tofor approximately 3 years from that Election in accordance with clause 1.51.6.

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17
1.8 Vacation of office: A Councillor ceases to be a Councillor if he or shethey:
(a) retires are a Ward Councillor and retire by rotation pursuant to clause 1.51.6 and isare not re-elected or deemed to have been
re- elected; or
(b) isare a Ward Councillor and are removed from office by an Ordinary Resolution of the Shareholders in the Ward represented
by that Ward Councillor; or
(c) are an Appointed Councillor and their appointment is terminated in accordance with their terms of appointment or they are
removed from office by an Ordinary Resolution of Shareholders; or
(c)(d) diesdie or becomesbecome mentally disordered or subject to a property order or personal order made under the
Protection of Personal and Properly Rights Act 1988; or
(d)(e) resignsresign by written notice delivered to the Company at its address for service or at its registered office (such notice
to be effective at the time when it is so received unless a later time is specified in the notice); or
(e)(f) becomesbecome disqualified from being a Councillor pursuant to the Constitution; or
(f)(g) becomesbecome bankrupt or makesmake an arrangement or composition with his or hertheir creditors generally; or
(g)(h) hashave for more than three months been absent without approval of the Shareholders’ Council from meetings of the
Shareholders’ Council held during that period.
1.9 Removal of Ward Councillors: For the purpose of clause 1.8(b), the Shareholders’ Council shall, on written request from
Shareholders of a Ward representing not less than 10% of the Shareholders of that Ward in number, put a resolution to the
Shareholders of that Ward that a Ward Councillor representing that Ward be removed from office. Voting on the resolution
shall be carried out by postal and electronic vote on the same basis as an Election, with such changes as may be determined
appropriate by the Shareholders’ Council.
1.10 Removal of Appointed Councillors: For the purpose of clause 18.1(c), the Shareholders’ Council shall, on written request from
Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on a vote on the
resolution, put a resolution to all Shareholders entitled to vote that an Appointed Councillor be removed from office. Voting on
the resolution shall be carried out by postal and electronic vote on the same basis as an Election, with such changes as may be
determined appropriate by the Shareholders’ Council.
1.101.11 Timing of retirement, removal and appointment: If:
(a) a Ward Councillor retires on the date of the annual meeting of the Company and is not re- elected or deemed to be re-
elected in accordance with these By-laws, the Ward Councillor shall remain in office until, and his or hertheir retirement
shall take effect at, the close of that annual meeting;
(b) a person who is not already a Ward Councillor is elected as a Ward Councillor pursuant to an Election by rotation scheduled
under clause 1.51.6, that person shall take office as a Ward Councillor at the close of the annual meeting following that
Election;
(c) a person who is not already a Ward Councillor is elected as a Councillor pursuant to an Election scheduled otherwise than
under clause 1.51.6, that person shall take office as a Ward Councillor at 5pm on the date on which the result of that Election
is declared by the chairperson of the Company;
(d) a Ward Councillor is removed from office under clause 1.8(b), the removal shall take effect at 5pm on the date on which the
result of the postal vote on that removal is declared by the chairperson of the Company:
(e) a person is appointed as an Appointed Councillor pursuant to clause 1.4, that person shall take office as an Appointed
Councillor at 5pm on the date on which that appointment commences;
(f) an Appointed Councillor’s appointment terminates in accordance with their terms of appointment, the termination shall
take effect at 5pm on the date of termination;
(g) an Appointed Councillor is removed from office under clause 1.8(c), the removal shall take effect at 5pm on the date on
which the result of the vote on that removal is declared by the chairperson of the Company.
2. ELECTION PROCEDURES FOR WARD COUNCILLORS
2.1 Nomination: No person may be elected as a Ward Councillor to represent a Ward by an Election pursuant to clause 1.3 unless:
(a) not more than four months nor fewer than two months before the annual meeting of the Company or, in respect of an
Election scheduled otherwise then under clause 1.51.6, the date of the Election, that person qualifies to be appointed as a
Councillor in terms of the Constitution; and
(b) that person has been nominated by two or more Shareholders in that Ward (not including the person being nominated) by
written notice to the Returning Officer accompanied by the consent in writing of that person to the nomination.
The requirements of clause 2.1(b) do not apply to a Councillor who is retiring on the date of the annual meeting of the Company
or the date of the Election and is standing for re-election.

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2.2 Delivery of notice: Notice of every valid nomination of a Ward Councillor to represent a Ward received by the Returning Officer
before the closing date for nominations shall be sent by the Returning Officer to all Shareholders in that Ward together with
voting papers and, for an Election scheduled under clause 1.51.6, at the same time the postal ballot for the election of Directors is
sent to Shareholders.
2.3 Electing by voting paper: Every Election of Shareholders of a Ward to elect a Ward Councillor or Ward Councillors to represent
that Ward shall be exercised by voting paper. The voting paper shall be in such form as the Returning Officer may approve from
time to time.
2.4 Two voting papers per Election: On an Election to elect a Ward Councillor or Ward Councillors (in the case of Wards that have
two Ward Councillors and the Returning Officer has advised on the voting paper that two Ward Councillors are to be elected on
that Election) to represent a Ward each Shareholder in that Ward shall have two separate voting papers. Each Shareholder may
transfer one voting paper to the Sharemilker with whom the Shareholder has entered into a sharemilking agreement in relation
to the farm dairy to which the voting papers relate. For the avoidance of doubt, voting entitlement in respect of Ward Councillors
is not related to Milksolids production.
2.5 Return of voting papers: No voting paper is effective in relation to an Election of a Ward Councillor or Ward Councillors to
represent a Ward unless the voting paper is received by the Returning Officer at the Company’s registered office, or at such other
address (including any electronic address) as is specified for that purpose on the voting paper, not later than the time specified on
the voting paper. Voting papers may be returned to the Returning Officer by:
(a) post; or
(b) facsimile; or
(c)(b) by electronic means, if appropriate provision for electronic voting has been determined.
2.6 Scrutineer: One person appointed by the Returning Officer shall act as scrutineer.
2.7 Counting of votes: Voting papers shall be opened or accessed, and voting papers validated to ensure that each Shareholder has
cast only the number of votes to which they are entitled. Voting preferences may be entered at any time into the STV Software
System but counting shall not commence until after the closing time for receiving voting papers. After this closing time, the
Returning Officer will supervise the counting of all voting papers after rejecting all invalid voting papers. The Returning Officer
will ascertain the result for the election and report the results to the chairperson of the Company.
2.8 Retention of voting papers: All voting papers must be secured by the Returning Officer in the presence of the scrutineer if they
choose to be present and kept for a period of not fewer than 30 days after the closing time for receiving voting papers, after
which time they may be destroyed by the Returning Officer.
2.9 Declaration of result: A declaration by the chairperson of the Company that a particular person or persons has or have been
elected by a certain majority is conclusive evidence of that fact.
2.10 Secrecy: The Returning Officer, any person involved in counting voting papers, the chairperson of the Company and the
scrutineer must keep secret and confidential, except as provided in these By-laws, any fact directly or indirectly coming to their
knowledge in respect of any Election.
2.11 Validity of voting paper: No voting paper will be deemed invalid because of want of form or other technicality provided
the Returning Officer is satisfied that the intention of the Shareholder or Sharemilker, as the case may require, is clear and
unequivocal. The decision of the Returning Officer in any such matter is final. No voting paper will have any effect if it arrives
at the registered office of the Company or at such other address (including any electronic address) as is specified on the voting
paper, after the time specified on the voting paper or if the Shareholder or Sharemilker, as the case may require, votes for more
candidates than the number advised by the Returning Officer on the voting paper. If the Returning Officer has issued a duplicate
voting paper in respect of an original voting paper then the original voting paper to which the duplicate voting paper relates will
be invalid.
2.12 Death or Withdrawal of Candidate: If a nominated candidate dies, or advises the Returning Officer in writing of his or hertheir
intention to withdraw from an Election, after the time fixed for receiving nominations and before the time fixed for the closing
date for the return of voting papers, the Election will not be cancelled. The next highest polling candidate is deemed to be the
successful candidate.
2.13 Candidates may stand for Election of Directors: For the avoidance of doubt a candidate in an Election may (provided that the
candidate has not, at any time following the date of the annual meeting immediately preceding the relevant election of Directors,
held office as a Councillor) also be a candidate in an election of Directors held at the same time, but if that candidate is elected as
a Director then the votes for that person in the Election shall be disregarded and if there is no other candidate in the Election a
casual vacancy in terms of clause 1.7 shall be deemed to have arisen.
3. REMUNERATION AND OTHER BENEFITS OF COUNCILLORS
3.1 Power to authorise: The Shareholders’ Council may not authorise any payment or other benefit to or in respect of a Councillor
in his or hertheir capacity as such, without the prior approval of the Shareholders by Ordinary Resolution, except as provided
in this section 3. The Directors’ Remuneration Committee shall consider and recommend the form and amount of Councillors’
remuneration to the Shareholders for their approval.

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19
3.2 Payment of expenses: Notwithstanding the provisions of clause 3.1, Councillors are entitled to be reimbursed, on presentation
of accounts, for all reasonable expenses including travelling, accommodation and other expenses properly incurred by them in
attending meetings of:
(a) the Shareholders’ Council:
(b) any committee of the Shareholders’ Council;
(c) Shareholders;
(d) the Ward which the Ward Councillor represents; or
(e) otherwise properly incurred in connection with the business of the Shareholders’ Council.
3.3 Special remuneration: The Board may authorise the Company to pay special remuneration to any Councillor who is, or has been,
engaged by the Company or the Shareholders’ Council (with the prior approval of the Board) to carry out work in a capacity other
than that of Councillor.
4. FUNCTIONS OF SHAREHOLDERS’ COUNCIL
4.1 Exercise of functions by Shareholders’ Council: The Shareholders’ Council is responsible for performing the functions required
by the Constitution to be performed by the Shareholders’ Council. Those functions are to be performed by, or under the direction
or supervision of, the Shareholders’ Council.
4.2 Delegation of powers: The Shareholders’ Council may delegate to a committee of the Shareholders’ Council, a Councillor or, with
the agreement of the chief executive of the Company, an employee of the Company.
4.3 Ratification by Shareholders: The Shareholders may ratify the purported exercise of a power by a Councillor, a delegate of
Shareholders’ Council or the Shareholders’ Council. The purported exercise of a function or power that is ratified under this
clause is deemed to be, and always to have been, a proper and valid exercise of that function or power.
4.4 Attributes and capabilities list: The Council shall adopt and maintain a list of the attributes and capabilities that it considers
should be represented on the Council, and ensure that such list is communicated to Shareholders together with the voting papers
for each Election.
4.5 Appointment to Independent Selection Panel: The Council shall appoint an independent member (who may not be a
Councillor) to the Independent Selection Panel.
5. PROCEEDINGS OF SHAREHOLDERS’ COUNCIL
5.1 Alternative forms of meeting: A meeting of the Shareholders’ Council may be held either:
(a) by a quorum of the Councillors, being assembled together at the place, date and time appointed for the meeting; or
(b) by means of audio, or audio and visual, communication by which all Councillors participating and constituting a quorum can
simultaneously hear each other throughout the meeting.
5.2 Procedure: Except as provided in these By-laws, the Shareholders’ Council may regulate its own procedure.
5.3 Notice of meeting: The following provisions apply in relation to meetings of the Shareholders’ Council (except where otherwise
agreed by at least 75% of Councillors in relation to any particular meeting or meetings):
(a) Not fewer than two days’ notice of a meeting shall be given to each Councillor (other than a Councillor who has waived that
right).
(b) Notice to a Councillor of a meeting may be:
(i) given to the Councillor in person by telephone or other oral communication;
(ii) delivered to the Councillor;
(iii) posted to the address given by the Councillor to the Company for such purpose; or
(iv) sent by facsimile transmission to the facsimile telephone number given by the Councillor to the Company for such
purpose; or
(v)(iv) sent by electronic means in accordance with any request made by the Councillor from time to time for such purpose.
(c) A notice of meeting shall specify the date, time and place of the meeting and, in the case of a meeting by means of audio, or
audio and visual, communication, the manner in which each Councillor may participate in the proceedings of the meeting.
(d) A notice of meeting given to a Councillor pursuant to this clause is deemed to be given:
(i) in the case of oral communication, at the time of notification;
(ii) in the case of delivery, by handing the notice to the Councillor or by delivery of the notice to the address of the
Councillor:
(iii) in the case of posting, three days after it is posted;

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
(iv) in the case of facsimile transmission, when the Company receives a transmission report by the sending machine which
indicates that the facsimile was sent in its entirety to the facsimile telephone number given by the Councillor;
(iv)(v) in the case of electronic means, at the time of transmission.
5.4 Councillor may convene meeting: Without limiting the provisions of clauses 5.2 or 5.3, a Councillor has the right at any time
to convene a meeting of the Shareholders’ Council, or to require an employee of the Company to convene a meeting of the
Shareholders’ Council, at the registered office of the Company or at the place where the meetings of the Shareholders’ Council
for the time being are customarily held, by giving not fewer than seven days’ written notice signed by or on behalf of the
Councillor to each of the other Councillors stating the date, time and place of the meeting and the matters to be discussed.
5.5 Waiver of notice irregularity: An irregularity in the giving of notice of a meeting is waived if each of the Councillors either
attends the meeting without protest as to the irregularity or agrees (whether before, during or after the meeting) to the waiver.
5.6 Quorum: A quorum for a meeting of the Shareholders’ Council is 75% of the Councillors. No business may be transacted at a
meeting of the Shareholders’ Council if a quorum is not present.
5.7 Chairperson: The Councillors may elect one of their number as chairperson of the Shareholders’ Council and determine the
period for which he or she isthey are to hold office. If no chairperson is elected or if, at a meeting of the Shareholders’ Council,
the chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting, the Councillors
present may choose one of their number to be chairperson of the meeting.
5.8 Voting: Every Councillor has one vote. The chairperson does not have a casting vote. A resolution of the Shareholders’ Council is
passed if it is agreed to by all Councillors present without dissent, or if 75% of the votes cast on it are in favour of the resolution.
A Councillor present at a meeting of the Shareholders’ Council is presumed to have agreed to, and to have voted in favour of, a
resolution of the Shareholders’ Council unless he or shethey expressly dissentdissents from or votevotes against, or expressly
abstainsabstain from voting on, the resolution.
5.9 Written resolution: A written resolution, signed or assented to by 75% of the Councillors is as valid and effective as if passed
at a meeting of the Shareholders’ Council. Any such resolution may consist of several documents (including facsimileelectronic
or other similar means of communication) in similar form, each signed or assented to by one or more Councillors. A copy of any
such resolution shall be entered in the records of the Shareholders’ Council. The Shareholders’ Council shall, within seven days
after any resolution is passed in accordance with this clause, send a copy of the resolution to each Councillor who has not signed
or assented to the resolution.
5.10 Committees: A committee of Councillors shall, in the exercise of the powers delegated to it, comply with any procedural or
other requirements imposed on it by the Shareholders’ Council. Subject to any such requirements, the provisions of these By-
laws relating to proceedings of the Shareholders’ Council apply, with appropriate modification, to meetings of a committee of
Councillors.
5.11 Validity of actions: The acts of a person as a Councillor are valid even though the person’s appointment was defective or the
person is not qualified for appointment.
5.12 Minutes: The Shareholders’ Council shall ensure that minutes are kept of all proceedings at meetings of the Shareholders’
Council. Minutes which have been signed correct by the chairperson of the meeting are prima facie evidence of the proceedings.
6. DEFINITIONS AND INTERPRETATION
6.1 Definitions: In these By-laws, unless the context otherwise requires:
“Act” means the Companies Act 1993.
“Appointed Councillor” means a person appointed in accordance with clause 1.4 of these By-laws.
“Board” means Directors who number not fewer than the required quorum, acting together as a board of Directors.
“By-laws” means these By-laws, as altered from time to time.
“Company” means Fonterra Co-operative Group Limited.
“Constitution” means the constitution of the Company, as altered from time to time.
“Co-operative Companies Act” means the Co-operative Companies Act 1996.
“Councillor” means a person elected or appointed as a Ward Councillor or an Appointed Councillorcouncillor of the Shareholders’
Council, in accordance with the Constitution and these By-laws.
“Director” means a person elected or appointed as a director of the Company in accordance with the Constitution.
“Election” means an election to elect a Ward Councillor as a representative of a Ward in accordance with the procedures in these By-
laws.
“Member” means a Shareholder who is supplying Milk to the Company, a Sharemilker or contract milker of a Shareholder who is
supplying Milk to the Company, and other persons supplying Milk to the Company or any of its subsidiaries in New Zealand, under the
standard Terms and Conditions of the Company or any of its subsidiaries.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
21
“month” means calendar month.
“Ordinary Resolution” means a resolution that is approved by a simple majority of the votes of those Shareholders entitled to vote
and voting on the question.
“person” includes an individual, partnership, firm, company, body corporate, corporation, association, organisation, trust, a state or
government or any agency thereof, a municipal, local or regional authority, and any other entity or organisation, whether incorporated
or not (in each case whether or not having a separate legal personality).
“Returning Officer” means the person appointed to that position by the Board from time to time for the purposes of these By-laws.
“Shareholders’ Council” means the Councillors who number not fewer than the required quorum, acting together as the
Shareholders’ Council.
“STV Software System” means the Choice Plus Pro Version 2.1 software developed by Voting Solutions and/or such other hardware
and software used from time to time for the purpose of counting votes pursuant to these By-laws.
“Voting Paper” means a voting paper, a facsimile copy of a voting paper, and, if appropriate provision for electronic voting has
been determined, an electronic document or electronic message that is designed to enable a voter to record his or hertheir vote at
an election and transmit it electronically for counting; and any copy of that document or message (with or without the voters vote
recorded); and any record of that document or message with the voter’s vote recorded.
“Ward Councillor” means a person elected or appointed to represent a Ward in accordance with clauses 1.3 or 1.7 of these By-laws.
6.2 Interpretation: In these By-laws, unless the context otherwise requires:
(a) the table of contents, headings, and descriptions relating to sections of the Act and Co-operative Companies Act, are
inserted for convenience only and shall be ignored in construing these By-laws;
(b) the singular includes the plural and vice versa;
(c) reference to any legislation or to any provision of any legislation (including regulations and orders) includes:
(i) that legislation or provision as from time to time amended, re-enacted or substituted;
(ii) any statutory instruments, regulations, rules and orders issued under that legislation or provision;
(d) “written” and “in writing” include any means of representing or reproducing words, figures and symbols in a tangible and
visible form;
(e) words and expressions defined or explained in the Act, Co-operative Companies Act or the Constitution have the same
meaning in these By-laws;
(f) words and expressions cognate with words or expressions defined in these By-laws have meanings corresponding to those
of the defined words and expressions; and
(g) references to clauses and sections (other than sections of the Act or the Co-operative Companies Act) are references to
clauses and sections in these By-laws, unless stated otherwise.
6.3 Constitution to prevail: If there is any conflict between:
(a) a provision in the Constitution and a provision in these By-laws, the Act or the Co-operative Companies Act which is
expressly permitted to be altered by the Constitution; or
(b) a word or expression defined or explained in the Constitution, the Act or the Co-operative Companies Act and a word or
expression defined or explained in these By-laws, the provision, word or expression in the Constitution prevails.

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Schedule 1: Retirement of Councillors
WardDistrictYear of retirement
1Northern Northland 2021
2Central Northland 2022
3Southern Northland 20202023
4Waikato West2023
5Hauraki 2022
6Piako 20202023
7Waipa 2021
8South Waikato2022
9King Country2022
10Northern Bay of Plenty2021
11Eastern Bay of Plenty2022
12Central Plateau20202023
13Central Taranaki2021
14Coastal Taranaki2022
15Southern Taranaki2022
16Central Districts westWest2021
17Hawke’s Bay2022
18Wairarapa20202023
19Tasman / Marlborough2021
20North Canterbury2022
21Central Canterbury2021
22South Canterbury2021
23Otago2022
24Eastern Southland20202023
25Western Southland2021

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
23
The amendments to the Constitution marked up in this Part Four and the associated Explanatory Notes relate to Resolution 8. The
Milk Price Panel related amendments to the Constitution proposed under Resolution 6 and the Governance and Representation
Review related amendments to the Constitution proposed under Resolution 7 are each separately provided for in Part Two of the
Notice of Meeting.
The changes being made are those in mark up. That is, where a matter is deleted it is shown as being struck out and where a matter is
inserted it is shown as being underlined.
Amendments to ConstitutionExplanatory Notes
16 SHAREHOLDERS’FONTERRA CO-OPERATIVE COUNCILName changes throughout as the Fonterra
Shareholders’ Council has been renamed ‘Fonterra
Co-operative Council’ reflecting Recommendation 5.
16.1 Establishment of Shareholders’ Co-operative Council: Clause
16 establishes the Co-operative Council. While the Co-operative
Council is not a separate legal entity, it shall, so far as is practicable,
operate as an independent body within the organisational
framework of the Company. This clause 16 does not alter the
Directors’ duty to act in the best interest of the Company
notwithstanding the Co-operative Council’s role, functions
or powers as set out in this clause 16 and such duty will apply
notwithstanding anything to the contrary in this clause.
This new clause recognises that, to represent
members’ interests objectively and transparently,
Council needs to operate, and be seen by members to
operate, independently of the Board.
16.2 Membership of the Co-operative Council: Subject to casual
vacancies there shall be a Shareholders’ Co-operative Council of
not fewer than 25 Councillors which shall be elected or appointed
in accordance with the by-laws of the Shareholders’Co-operative
Council. The Shareholders’ Council shall have the following
functions:
The addition of the words ’or appointed‘ recognises
that Council may appoint a person to fill a casual
vacancy under clause 1.7(b) of its By-laws.
If the separate proposed changes to clause 16.1 in
Resolution 7 are passed at the Annual Meeting, those
amendments will be made to this clause 16.2.
16.3 Role: The role of the Co-operative Council is to support
Shareholders’ democratic control of their Company and to actively
represent and seek to protect Members’ interests as owners,
investors, suppliers and members of the Fonterra co-operative
community.
This new clause reflects:
• Recommendation 1 - amend the Constitution to
include a role description, and
• that Council’s role should be to actively represent
the interests of all members of the Co-operative.
The wording incorporates the Steering Group’s
explanation of Council’s role (see page 8, Final Report
and Recommendations), amended to recognise that
shareholders have democratic control via their voting
entitlements.
A new definition for ‘Members’ has been added to
clause 48.1 and is set out below.
16.4 Functions: The Co-operative Council shall have the following
functions:
The functions have been re-ordered – those relating
to Connection are listed first, then Accountability and
then Guardianship.
(a) fostering Member engagement with the Company;This reflects Recommendation 6.
(b) understanding and representing to the Board the interests,
needs, views and expectations of Members;
This reflects Recommendation 10.
2020 Review of Council related Amendments
to the Constitution and Explanatory Notes
PART FOUR

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FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Amendments to ConstitutionExplanatory Notes
(c) (e) subject to any applicable legislative or regulatory
requirement and to the Market Rules, receiving from and
commenting on reports from discussing with the Board,
at least four times each financial year, reports on the
Company’s consolidated and key business unit operations.
at least four times each Season, sSuch reports will to include
a commentary on actual achievements compared with
the Board’s statement of intentions key measures for the
Company’s performance and operations of the Company
for that Season, and the Company’s key performance
indicators and any identified risks to the Company’s on-going
performance. The reports and discussions will only utilise
publicly available information or information which is not
Inside Information. The Co-operative Council will report to
Members on those engagements;
The amendments reflect:
• Recommendation 12 - that the Co-operative
Council should focus engagements with the
Board on critical members’ interests and needs,
and report transparently to members on those
engagements.
• Recommendation 13 – to cease Councillors’ access
to confidential information to ensure Council can
be independently objective.
Changes have been made to refer to ‘the Board’s key
measures’ and ‘any identified risks’, in place of the
annual ‘statement of intentions’ and the ‘Company’s
key performance indicators’, to recognise the longer-
term outlook of members, as reflected in the Letter of
Members’ Expectations.
A definition for “Inside Information” will be added to
cause 48.1 (see below).
(d) monitoring information provided by the Company to
Members and assisting Members to understand the
implications of that information to them;
This amendment reflects a core aspect of the
Accountability function, which is to ensure that
Members are fully informed by Fonterra about the
Company’s performance.
(e) seeking Board explanation of, and responsibility for, the
Company’s strategy and performance;
This reflects Recommendation 12.
The Steering Group’s definition of accountability
(page 13, Final Report) has been adopted.
(f) (g)(v) communicating with and commenting to Shareholders
and Sharemilkers Members on Company and dairy industry
matters, how the Co-operative Council represents Members’
interests, in accordance with protocols agreed between the
Board and the Shareholders’ Council;
Council’s role in relation to wider dairy industry
matters is now set out in new paragraph (i) below.
(g) (a) working with the Board to develop as joint guardians of
the Company’s co-operative philosophy, as expressed in the
Company’s Co-operative Principles, Purpose Statement and
Values. Either the Board or Council may, from time to time,
require that the co-operative philosophy is reviewed. In this
context guardianship includes:
(i) considering the extent to which the co-operative
philosophy reflects Members’ overall interests; and
(ii) ensuring that the co-operative philosophy is not changed
except with the consent of the Co-operative Council and
the Board;
The amendments reflect that the co-operative
philosophy exists and clarify where it is expressed.
Definitions of “Co-operative Principles”, “Purpose
Statement” and “Values” will be added to clause
48.1 (see below, where the related explanatory note
sets out the current wording of the Co-operative
Principles, Purpose Statement and Values).
Recommendation 14 was to assign Council lead
responsibility for guardianship of the co-operative
philosophy. The current approach of joint
guardianship between Board and Council on the
co-operative philosophy has been retained, reflecting
“You, me, us, together”.
The requirement for consent to any changes reflects
existing clause 16.1(c) which will be deleted – see the
deletion after paragraph (j) below.
(h) consulting with the Board and/or management on decisions
which have the potential to affect Members’ interests in their
co-operative;
This reflects Recommendation 17.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
25
Amendments to ConstitutionExplanatory Notes
(i) advocating publicly, after consultation with the Board, on
Members’ collective behalf on matters relating directly to
their interests in their co-operative and, when it considers it
appropriate, on matters relating to the dairy industry;
This reflects Recommendation 18.
The wording also clarifies Council’s role in relation
to wider dairy industry matters, currently in clause
16.1(g)(v) which will be deleted (see paragraph (f)
above).
(j) (b) adopting from time to time such written procedures as
the Shareholders’ Co-operative Council thinks fit for holding
a postal ballot of Shareholders for the election and removal of
Directors pursuant to clause 12.2;
Name change only.
(c) approving the Company’s mission statement and values as
proposed by the Board. After such approval, the Company’s
mission statement and values may not be changed by the
Board except with the consent of the Shareholders’ Council;
Replaced by paragraph (g) above.
(d) receiving from the Board and reviewing the Board’s statement
of intentions for the performance and operations of the
Company for each Season;
Deleted. Amended paragraph (c) above requires the
Board’s reports to Council to include commentary
on actual achievements compared to the Board’s key
measures for the Company’s performance.
Moving beyond measures ‘for each Season’
recognises members’ longer-term outlook as
reflected in the Letter of Members’ Expectations.
(f) representing the views of Shareholders;Covered in new paragraph (b) above.
(k) (h) administering training programmes for prospective
Directors and for Councillors, and providing to Shareholders
Members learning and development opportunities
with a view to facilitating informed and participating
ShareholdersMembers;
Amended to recognise Council delivers training
programmes for existing Councillors.
(l) (i) consulting with the Board in relation to specific projects
or activities, if itthe Co-operative Council considers that the
projects or activities warrant discussion;
(m) considering and, in consultation with the Board, proposing to
Shareholders changes to this Constitution;
(n) consulting with the Board in relation to the operation of the
Fonterra Shareholders’ Market and any Authorised Fund;
(o) consulting with the Board in relation to any changes to the
Milk Price Manual and the Milk Price Principles;
(p) appointing any Valuer and procuring that any such Valuer
acts in accordance with the provisions of this Constitution;
and
Name change only.

26
FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Amendments to ConstitutionExplanatory Notes
(q) in relation to the Milk Commissioner:
(i) appointing the Milk Commissioner in accordance with
clause 17.1;
(ii) giving such assistance to the Milk Commissioner
concerning the performance of its duties as shall seem
expedient to the Shareholders’ Co-operative Council;
(iii) receiving reports from the Milk Commissioner on the
status and outcome of concerns or complaints referred to
it;
(iv) receiving and considering recommendations from the
Milk Commissioner for changes to the by-laws of the Milk
Commissioner;
(v) monitoring the by-laws of the Milk Commissioner and
subject to clause 17 from time to time amending or fixing
the by-laws of the Milk Commissioner;
(vi) receiving and, if thought fit, approving the report of the
Milk Commissioner for each Season;
(vii) considering and, if thought fit, approving a draft financial
budget prepared by including provision for the costs of
the Milk Commissioner for each financial year for each
upcoming Season, which is to then be incorporated into
in the Shareholders’ Co-operative Council budget;
(viii) suspending or removing the Milk Commissioner; and
(ix) at any time and from time to time obtaining additional
money for the purposes of the Milk Commissioner by
levying the Company, the amount of any such levy being
determined by the Milk Commissioner and approved
by the Shareholders’ Co-operative Council, which shall
be due and payable by the Company four weeks after a
notice in writing requesting the money has been given to
the Company by the Shareholders’ Co-operative Council.
and
Amended to reflect:
• Council does not approve the Milk
Commissioner’s report – that report is accepted
as received and included in Council’s Annual
Report.
• Council no longer receives a draft budget from
the Milk Commissioner. This reflects that it is not
feasible for the Milk Commissioner to predict with
any accuracy the number or complexity of matters
that may be referred to the Commissioner in any
year. Council will continue to include provision for
the costs of the Milk Commissioner in Council’s
budget which is put to shareholders for approval.
That provision is based on Council’s estimate
of costs taking into consideration recent years’
costs.
(r) (g) preparing the Shareholders’ Council’s programme and
budget for each Season financial year and, at each annual
meeting of the Company:
(i) presenting that programme and budget to Shareholders
for approval;
(ii) reporting on the activities of the Shareholders’Co-
operative Council in the preceding Season financial year;
(iii) reporting on the view of the Shareholders’ Co-operative
Council on the alignment of Company strategy
and performance to Members’ expectations and
aspirations, as to the Company’s direction, performance
and operations including a commentary on actual
achievements compared with the Board’s key measures
for the Company’s performancestatement of intentions
for the performance and operations of the Company the
most recently completed Season;
(iiiv) presenting the Milk Commissioner’s report for the most
recently completed Season provided that, at the Milk
Commissioner’s discretion, the Milk Commissioner may
present that report; and
(iv) presenting the Co-operative Council’s programme and
budget for the current financial year to Shareholders for
approval.
Amended to:
• remove duplicate wording
• re-order paragraphs sequentially by year, and
• reflect the changes made to paragraph (c) above.
16.5 Powers: The Co-operative Council shall have the following
powers:
A new clause has been created to separate these
powers from Council’s functions.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
27
Amendments to ConstitutionExplanatory Notes
(a) 16.1(j) recommending to the Board, if itthe Co-operative
Council decides (by a majority of 75% or more of Councillors)
that circumstances have arisen which require a report, the
commissioning by the Company of a special report (whether
internal or independent) on specific projects or activities as
identified by the Shareholders’Co-operative Council;
Additional wording inserted to clarify:
• the level of Councillor support required, and
• that the report would be commissioned by the
Company.
(b) 16.1(k) recommending to the Shareholders, if itthe Co-
operative Council decides (by a majority of 75% or more of
Councillors) that circumstances have arisen which require
a report, the commissioning by the Co-operative Council
of a special report (whether internal or independent)
on specific projects or activities as identified by the
Shareholders’Co-operative Council; and
Amended to enable Council to commission this
report. Council can already refer to shareholders the
sorts of ‘circumstances’ contemplated by this clause
under the next paragraph (c)(iv).
(c) 16.1(l) calling a special meeting of Shareholders, if the
Shareholders’Co-operative Council has serious concerns
about:
(i) the Company’s compliance with the co-operative
philosophy referred to in clause 16.4(g); or
(ii) whether the Company is achieving itsthe purpose set out
in clause 1.2 of this Constitution of maximising the wealth
of its Shareholders; or
(iii) the achievement of the Board’s Company’s key
performance indicatorsmeasures for the Company; or
(iv) the alignment of the Board’s strategy or key performance
measures to Members’ expectations and aspirations,
as set out in the then current Letter of Members’
Expectations; or
(iv) any other material issue which the Shareholders’Co-
operative Council considers has or may have a
detrimental effect on the Company,
and the calling of that meeting is supported by a majority of 75% or
more of Councillors.;
Amended:
• to clarify that the ‘purpose’ referred to in (ii) is the
purpose stated in clause 1.2 of the Constitution,
as distinct from the Co-operative’s purpose
statement. Any serious concerns about that latter
purpose statement fall within the preceding (i) as
it is part of the co-operative philosophy
• to reflect in (iii) the new wording in clause 16.4(c)
• to include new (iv), and
• in (v) to enable Council to act proactively, not just
reactively.
A definition for “Letter of Members’ Expectations”
will be added to clause 48.1 (see below).
16.62 Wards: Pursuant to determinations of the
Shareholders’Co-operative Council:
(a) the area covered by the operations of the Company in New
Zealand is divided into Wards; and
(b) the number of Councillors by whom each Ward is entitled to
be represented is set.
16.73 Review of Wards: The Shareholders’Co-operative Council shall from
time to time review the Ward boundaries and Ward representation
and determine whether they should be changed. The Shareholders’
Co-operative Council may then change the Ward boundaries and
representation having regard, with respect to each Ward, to the
number of Shareholders, the amount of Milksolids supplied and
communities of interest, provided that:
(a) a minimum of one and no more than two Councillors shall be
allocated to each Ward; and
(b) the Shareholders’ Co-operative Council shall not reduce the
number of Wards below 25.
Name change only.
16.84 Election of Councillors: Subject to the provisions of this clause
16, the manner in which Councillors are nominated, elected and
removed by the respective Wards shall be governed by the by-
laws of the Shareholders’ Co-operative Council. Every election of
Councillors shall be held in the manner for the time being approved
pursuant to this clause. The Shareholders’ Co-operative Council at
the date of this Constitution shall continue in office.
If the separate proposed changes to clause 16.4 in
Resolution 7 are passed at the Annual Meeting, those
amendments will be made to this clause 16.8.

28
FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Amendments to ConstitutionExplanatory Notes
16.95 Qualifications of Councillors: No person may be elected or hold
office as a Councillor unless he or she:
(a) is a person who would be qualified for election as a Director in
terms of clause 12.3;
(b) is not during their tenure as a Councillor, a Director or executive
of the Company or the Milk Commissioner; and
(c) has signed a Confidentiality Deed and Indemnity in the form
determined by the Board relating to information he or she
receives in his or her capacity as a Councillor.
16.106 Councillors to be bound by Constitution: If a Councillor is not
a Shareholder, that Councillor shall, before taking office, execute
a document agreeing to be bound by the provisions of this
Constitution.
16.117 By-laws of Shareholders’ Co-operative Council: Subject to this
clause 16, the Shareholders’ Co-operative Council has the rights,
powers, duties and obligations set out in the by-laws of the
Shareholders’Co-operative Council. The Shareholders’ Co-operative
Council may with the approval of Shareholders by Special
Resolution amend the by-laws of the Shareholders’ Co-operative
Council from time to time.
16.128 Indemnity for Councillors: Each Councillor shall be granted an
indemnity by the Company in respect of liability to any person
other than the Company or a related company. The indemnity will
be for any act or omission of the Councillor in his or her capacity as
a Councillor and for costs incurred by the Councillor in defending
or settling any claim or proceeding relating to any such liability. The
indemnity will not cover criminal liability or liability in respect of
a breach of any duty owed by the Councillor to the Company. The
form of the indemnity will be determined by the Board.
16.139 Power to retain advisers: The Shareholders’ Co-operative Council
shall, for the purpose of performing its functions, have power to
retain such legal, accounting, financial and other advisers as the
Chairperson of the Shareholders’ Co-operative Council acting
reasonably deems fit.
If the separate proposed changes to clause 16.5 in
Resolution 7 are passed at the Annual Meeting, those
amendments will be made to this clause 16.9.
16.140 Board to Provide Information to Shareholders’ Co-operative
Council: The Board will, subject to all relevant legislative and
regulatory requirements and to the Market Rules, including by only
disclosing information which is not Inside Information:
(a) provide the level of information to the Shareholders’
Co-operative Council that enables the Shareholders’
Co-operative Council to fully perform its roles, duties and
functions and exercise its powers as envisaged by the
Company’s this Constitution. In addition the Board will,
subject to legislative and regulatory requirements and the
Market Rules,; and
(b) consult with the Shareholders’ Co-operative Council in
relation to matters on which consultation is contemplated
in clause 16.14, including the terms of the Risk Management
Policy adopted from time to time by the Board (and on
any changes thereto) in relation to an Authorised Fund,
and the Board will take all practical steps to facilitate such
consultation.
To the extent that information is provided to the Shareholders’
Co-operative Council it shall be subject to the Confidentiality Deed
and Indemnity referred to in clause 16.95(c) of this Constitution
being entered into by each Councillor.
Amended to:
• clarify that Inside Information will not
be disclosed, which is consistent with
Recommendation 13 (noted above) to cease
Councillors’ access to confidential information
• reflect new clause 16.5 above which separates
Council’s powers from its functions
• remove repetitive wording, and
• update clause references.
A definition for “Inside Information” will be added to
clause 48.1 (see below).
If the separate proposed changes to clause 16.10 in
Resolution 1 to be considered at the Special Meeting
which follows the Annual Meeting are passed, and
the proposed changes to this clause are passed at the
Annual Meeting, the amendments proposed to clause
16.10 in Resolution 1 at the Special Meeting will be
made to renumbered clause 16.14(b) in addition to the
amendments shown here.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
29
Amendments to ConstitutionExplanatory Notes
16.151 Working Interface between Board and Shareholders’
Co-operative Council: The Board and the Shareholders’
Co-operative Council will comply with the document entitled
“Fonterra Board, Executive and Shareholders’ Co-operative Council
and Management wWorking iInterface” agreed between the Board
and the Shareholders’ Co-operative Council from time to time,
which shall include a consultation framework.
Amended to:
• reflect the Co-operative Council’s name change
• refer to the current title of the working interface
document, and
• stipulate that the working interface document is
to include a consultation framework.
Consequential Amendments
Add the following definitions in clause 48.1:
“Co-operative Principles” means the Company’s co-operative principles
from time to time, which are set out in the annual report of the
Co-operative Council.
“Inside Information” has the meaning ascribed to that term in the
Financial Markets Conduct Act 2013.
“Letter of Members’ Expectations” means the letter from the
Co-operative Council to the Board from time to time setting out the
expectations of Members, which is set out in the annual report of the Co-
operative Council.
“Member” means a Shareholder who is supplying Milk to the Company, a
Sharemilker or contract milker of a Shareholder who is supplying Milk to
the Company, and other persons supplying Milk to the Company or any of
its subsidiaries in New Zealand, under the standard Terms and Conditions
of the Company or any of its subsidiaries.
“Purpose Statement” means the Company’s purpose statement from time
to time, which is set out in the annual report of the Co-operative Council.
“Values” means the Company’s values from time to time, which are set out
in the annual report of the Co-operative Council.
As at 1 November 2021, the Co-operative Principles
are:
1. Shares in Fonterra Co-operative Group can only
be acquired by persons supplying milksolids to
Fonterra.
2. Fonterra supplying shareholders agree to the dual
commitment to supply milk and invest capital
3. Supplying shareholders must comply with the
Co-operative Share standard in respect of their
milksolids supplied.
4. Control of Fonterra is exercised by its supplying
shareholders who have voting rights in proportion
to their total milksolids supplied.
5. Financial benefits and obligations that arise
from selling milk are allocated to supplying
shareholders in proportion to their total
milksolids supplied.
6. Financial benefits and obligations that arise from
invested capital are allocated to shareholders in
proportion to their shareholding.
The definition of “Member” reflects Recommendation
3.
As at 1 November 2021, the Purpose Statement is:
Our Co-operative,
Empowering people
To create goodness for generations.
You, me, us together
Tātou, tātou
As at 1 November 2021, the Values are:
Do what’s right – We act with care, empathy and
respect and we hold ourselves and others to high
standards.
Challenge boundaries – We are progressive, open-
minded and always eager to uncover new ways of
working to benefit everyone in our Co-op.
Co-operative spirit – We pitch in and work as one
connected team to create goodness together.
Make it happen – We deliver on our commitments
and live all our values in everything we do.
References to “Shareholders’ Council” to be changed to “Co-operative
Council” throughout.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2021
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

YOU CAN VOTE IN ONE OF THE FOLLOWING 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 space provided for “Primary
Proxy” in the box labelled “Appointment of Proxy” in the Annual Meeting Proxy Paper. 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
space labelled “Alternate Proxy” in the box labelled “Appointment of Proxy”.
Where a Shareholder does not name a person as their proxy but otherwise completes the proxy form in full,
or where a Shareholder’s named proxy (and any alternate, if one has been appointed) does not attend the
meeting, the Chairman of the meeting will act as that Shareholder’s proxy and will vote in accordance with
their express direction. The Chairman intends to vote any discretionary proxies, for which they have authority
to vote, in favour of the resolutions.
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 in the box labelled “Voting Instructions”. If you wish for your proxy to vote as she/he
determines place a tick in the “Proxy Discretion” box. Your proxy CANNOT change the direction of your vote
if you instruct them how to vote in this manner. If you do not expressly direct your proxy on how to vote by
placing a tick a box, then your proxy cannot vote.
3. Sign the form: Each Shareholder must sign the “Annual Meeting Proxy Paper”:
• Individuals/Sole Proprietors: the Shareholder must sign the Annual Meeting Proxy Paper.
• Companies: a duly authorised representative of the Company must sign the Annual Meeting Proxy Paper.
• Joint Shareholders (including trusts, partnerships and estates): it is your responsibility to ensure that the
person(s) signing the Annual Meeting Proxy Paper is/are authorised to sign on behalf of, and bind, all joint
holders.
• Attorneys: if the Annual Meeting Proxy 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 Annual Meeting Proxy Paper as soon as possible. It must be received by the
Returning Officer no later than 10.30am on Tuesday, 7 December 2021.
• Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.
To ensure your Annual Meeting Proxy Paper reaches the Returning Officer before the close of voting please post no later
than Wednesday, 1 December 2021.
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.
REVOKING YOUR APPOINTMENT
A Shareholder can still attend, even if they have appointed a proxy (although Shareholders attending virtually
will not be able to vote if a proxy has been appointed). 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, 7 December 2021.
FONTERRA ANNUAL MEETING 2021
Combined Annual Meeting
Voting / Proxy Paper
FONTERRA ANNUAL MEETING 2021
Annual Meeting
Proxy Paper Information
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
POSTAL VOTING (INCLUDING ELECTRONICALLY) CLOSES AT:
1.00PM ON TUESDAY, 7 DECEMBER 2021
PROXY APPOINTMENT CLOSES AT: 10.30AM ON TUESDAY, 7 DECEMBER 2021
10.30am on Thursday, 9 December 2021, ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey
Park Road, Invercargill. Shareholders can also attend the meeting virtually using the instructions in
the Notice of Meeting.
1
POSTAL VOTING (INCLUDING ELECTRONICALLY) – CLOSES AT 1.00PM
ON TUESDAY, 7 DECEMBER 2021
Either:
(a) Post the completed “Annual Meeting 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 Wednesday, 1 December 2021.
Or
(b) Electronically 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.
PINPASSWORD
2
AT THE MEETING – FROM 10.30AM ON THURSDAY, 9 DECEMBER 2021
If you plan to attend the meeting in person, 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.
If you plan to attend the meeting virtually, please vote via the virtual meeting platform:
https://edge.media-server.com/mmc/go/Fonterra-Meeting
• Login using name, contact number and supply number(s)
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password – see above.
3
BY PROXY – RECEIVED BY 10.30AM ON TUESDAY, 7 DECEMBER 2021
Appoint a person to attend the Annual Meeting and vote on your behalf. A proxy need not be a
Shareholder.

Indicate your vote with a tick
FORAGAINST
1
Resolution 1: Approval of remuneration of Shareholder Elected Directors
2
Resolution 2: Approval of remuneration of Co-operative Councillors
3
Resolution 3: Approval of remuneration of Members of Directors’ Remuneration Committee
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 Clinton Dines
6
Resolution 6: Approval of Milk Price Panel related amendments to the Constitution
7
Resolution 7: Approval of Governance and Representation Review related amendments to
the Constitution and the Co-operative Council By-laws
8
Resolution 8: Approval of 2020 Review of Council related amendments to the Constitution
and the Co-operative Council By-laws
9
Resolution 9: Approval of the Co-operative Council programme and budget
FONTERRA ANNUAL MEETING 2021
Annual Meeting Voting Paper
FONTERRA ANNUAL MEETING 2021
Annual Meeting Proxy Paper
Use this paper to vote by post or by attending the Annual Meeting to vote in person. If voting online, either by
way of electronic postal vote or online at the meeting, refer to instructions above.
10.30am on Thursday, 9 December 2021, ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road,
Invercargill. Shareholders can also attend the meeting virtually using the instructions in the Notice of Meeting.
Supply No.:
Details of person completing this Voting Paper:
First Name:
Surname:
Signature:
Only use this proxy 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, 9 December
2021 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.
FOR AGAINST
PROXY
DISCRETION
1
Resolution 1: Approval of remuneration of Shareholder Elected Directors
2
Resolution 2: Approval of remuneration of Co-operative Councillors
3
Resolution 3: Approval of remuneration of Members of Directors’ Remuneration Committee
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 Clinton Dines
6
Resolution 6: Approval of Milk Price Panel related amendments to the Constitution
7
Resolution 7: Approval of Governance and Representation Review related amendments to
the Constitution and the Co-operative Council By-laws
8
Resolution 8: Approval of 2020 Review of Council related amendments to the
Constitution and the Co-operative Council By-laws
9
Resolution 9: Approval of the Co-operative Council programme and budget
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, 7 December 2021.
Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.

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Fonterra Online Meeting
Guide 2021
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Click on the “Help” button in the top menu bar or phone support will be available on the day of the event and throughout the meeting
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Document Links
Meeting Guide, Notice of Annual Meeting and Notice of Special Meeting documents can be accessed by clicking Document Links in
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Fonterra Elections 2021
Board of Directors
Candidate Profiles

KEY INFORMATION – 2021 ELECTION 1
FONTERRA DIRECTOR CANDIDATE WEBINAR MEETINGS 2
ATTRIBUTES AND SKILLS 3
THE INDEPENDENT SELECTION PANEL 6
2021 REPORT OF INDEPENDENT SELECTION PANEL 7
PROFILES
LEONIE GUINEY 8
PETER MCBRIDE 12
JOHN NICHOLLS 15
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 – 2021 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
1
Key information – 2021 election
Number of vacancies to be filled
There are three candidates:
Independently Assessed Candidates
• Leonie Guiney
• Peter McBride
• John Nicholls
Votes may be cast via post or online and must be received by
1.00pm on Tuesday, 7 December.
Voting entitlements
Voting entitlements are calculated on the basis of milksolids
production for each farm for the last season (2020/2021) or,
in the case of dry farm conversions and farm amalgamations/
divisions, the estimated milksolids production for this season
(2021/2022).
Every shareholder who is supplying milk to Fonterra this season
has one vote for every 1,000 kilograms of milksolids.
Milk supplied on Contract Supply and milk which is not
backed by shares is excluded from milksolids production when
calculating voting entitlements.
Voting system
The Director election uses First Past the Post Majority voting.
This year, each shareholder may vote in favour of up to three
candidates.
As there is an equivalent number of candidates to the vacancies,
candidates must gain more than 50% support of votes cast to
be elected. If one or more candidates in an uncontested election
do not achieve that threshold, a second election will not be
held. The Fonterra Constitution and Election Rules require that
the Board must appoint a farmer director to fill a casual vacancy
that will continue for six months or more and the Board may not
appoint any of the unsuccessful candidates who stood in the
uncontested election.
Lost or damaged voting papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of voting
at 1.00pm on Tuesday, 7 December 2021.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed replacement Voting Papers must be returned to the
Returning Officer by 1.00pm on Tuesday, 7 December 2021.
Required attributes
There are certain attributes that the Board considers that all of
Fonterra’s Directors must be able to demonstrate:
(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.
See page 3 for more information.
Targeted skills
Based on the 2021 Skills Matrix (see page 5), the Board’s
current priorities, and the external operating environment, the
Board prioritised the following skills to be targeted in the 2021
Director election:
(a) In depth dairy farming experience.
(b) Effective leadership.
(c) Customer/consumer experience.
(d) Global manufacturing/commodity experience.
(e) Global experience/understanding.
(f) Corporate sustainability and responsibility expertise.
(g) Innovation and research & development.
See page 3 for more information.

2
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
Fonterra shareholders have the opportunity to hear from
and question the Director candidates at three online webinar
meetings. This year the usual in-person meetings throughout
the country will not be held due to the uncertainties of
COVID-19 restrictions.
Chaired by a Co-operative Councillor, the webinar meetings will
be a panel discussion where candidates first have an allotted
time to introduce themselves and then answer questions from
the audience.
The dates of the webinar meetings are listed. Fonterra
shareholders can join a webinar by registering via the Farm
Source website or the My Co-op app.
Fonterra Director Candidate Webinar Meetings
Date Time
Thursday 25 November7.00PM – 9.00PM
Monday 29 November11.00AM – 1.00PM
Thursday 2 December7.00PM – 9.00PM

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
3
Attributes and Skills
Required attributes
There are certain attributes that the Board considers that
all of our Directors must be able to demonstrate. These
are as follows:
(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-operative
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.
Targeted skills
Based on the 2021 Skills Matrix (see page 5), the
Board’s current priorities, and the external operating
environment, the Board has prioritised the following
skills to be targeted in the 2021 Director election:
(a) In depth dairy farming experience.
(b) Effective leadership.
(c) Customer/consumer experience.
(d) Global manufacturing/commodity experience.
(e) Global experience/understanding.
(f) Corporate sustainability and responsibility expertise.
(g) Innovation and research & development.
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 of 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 4) 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.

4
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
Skill Category Definition
In depth dairy farming experienceHas 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 experienceHas 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 experienceHas 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.
Customer/consumer experienceHas had a senior level executive or governance role in a customer-oriented, B2B, retail or
consumer goods company with significant local, regional or global brands.
Effective leadershipDemonstrated 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/understandingHas 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 governanceHas 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 &
Development
Has experience in or a strong understanding of the management or governance of
research and development and applied innovation.
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 Director election each year. The list has
also been used to help with the selection and appointment of
our Appointed 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 (i.e. how many Directors need to
exhibit each skill and to what level).

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
5
Skills Matrix
The Fonterra Board has produced a Skills Matrix which shows
for each skill:
• the aggregate skills of the current Board
• the required and desired levels of that skill across the whole
Board.
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 2021.
The Skills Matrix (below) shows the skills that the Board is
looking for over time, and should be used as guidance. The Skills
Matrix was provided to the Independent Selection Panel to
assist them as they assessed the best candidates for the Board,
and it is included in voting packs as guidance for shareholders
when making their voting decisions.
In Depth Dairy Farming Experience
Dairy Industry / Understand Value Drivers of Milk Price / Profit
Financial Experience
Risk Management Experience
Global Manufacturing / Commodity Experience
Customer / Consumer Experience
Effective Leadership
Commercial / Value Creation Track Record
Global Experience / Understanding
Technology Strategy and Governance
Corporate Sustainability and Responsibility Expertise
Innovation and Research & Development
Remaining BoardDirectors retiring by rotationRequired skill levelDesired skill level
2021 Skills Matrix – Aggregated Skills of Existing Fonterra Board
Director Tenure - 1 November 2021
0-2 Years = 2 Directors2-4 Years = 5 Directors4-6 Years = 4 Directors6+ Years = 0 Directors

6
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
The Independent Selection Panel
Overview
The role of the Independent Selection Panel (Panel) is to
rigorously assess and evaluate potential candidates and then
to shortlist and recommend the best candidates to Fonterra’s
shareholders.
The Panel’s assessment process is designed to provide
candidates with a confidential, rigorous and totally independent
assessment of their skills and experience against the skills
required by the Board in any year, and to provide shareholders
with independent and comprehensive information about
recommended candidates.
The Panel assessment process is open to all intending Director
candidates.
The Panel’s assessment reports on each Independently Assessed
Candidate can be found with the Candidate Profile Statements
on the following pages.
Panel membership
• Tony Carter, Independent Chair appointed by the Panel
members
• Joan Withers, Independent Member appointed by the Board
• Rob Campbell, Independent Member appointed by the
Council
Panel Biographies
Chair: Antony (Tony) Carter
Tony is presently Chairman of My Food Bag Limited, TR Group
and Datacom Group Limited. He is currently a Director of
Vector Limited and was previously Director and Chairman at
Air New Zealand Limited and at Fisher and Paykel Healthcare
Limited and was a Director of Fletcher Building Limited and
ANZ Bank New Zealand Limited.
Tony has had extensive experience in co-operatives, having
previously served as a Director and Chairman of Mitre 10 New
Zealand Limited and as Chief Executive of Foodstuffs (South
Island) Limited from 1995 to 2001. In 2001 he was appointed
as Managing Director of Foodstuffs (Auckland) Limited and
Managing Director of Foodstuffs (New Zealand) Limited until he
retired in December 2010.
Tony attended the University of Canterbury where he studied
chemical engineering, graduating with a Bachelor in Engineering
with honours and a Masters in Engineering. He then went on to
study at Loughborough University of Technology in the United
Kingdom and graduated with a Master of Philosophy degree.
Tony was appointed a Companion of the New Zealand Order of
Merit in the 2020 New Year’s Honours List for his services to
business governance. He is a Chartered Fellow of the Institute
of Directors and was awarded Chairperson of the Year in the
Deloitte Top 200 Awards in 2014.
Joan Withers
Joan has been a professional Director for more than 20
years and spent over 25 years working in the media industry,
previously holding CEO positions at The Radio Network and
Fairfax Media.
Her current governance roles are Chair of The Warehouse
Group Limited and Director of ANZ Bank New Zealand Limited,
SKY Network Television Limited and Origin Energy Limited.
Joan has previously held Chair positions at Mercury NZ Limited,
TVNZ and Auckland International Airport Limited and was on
the advisory board of The Treasury.
Joan is a Trustee of the Louise Perkins Foundation and is Chair
of a steering committee working to increase the percentage
of South Auckland Māori and Pacific Island students taking up
roles in the health sector.
She holds a Master’s Degree in Business Administration from
The University of Auckland. Joan is also a University of Auckland
Distinguished Alumni (2015). In 2015 she was named Supreme
Winner in the Women of Influence Awards and was named as
Chairperson of the Year at the Deloitte Top 200 Management
Awards.
Rob Campbell
Rob is a professional Director and investor with over 40
years’ experience in investment management and corporate
governance.
His current directorships include Chair, Interim Board of Health
NZ as well as Chair of Skycity Entertainment Group Limited,
Tourism Holdings Limited, NZ Rural Land Limited, Ara Ake
Limited and WEL Networks Limited.
Rob holds the degrees of Bachelor of Arts with First Class
Honours in Economic History and Political Science, and Master
of Philosophy in Economics. He was also Senior Scholar in
his final year at Victoria University and a member of the
University’s Professorial Board.
Rob was made a Companion of the New Zealand Order of Merit
in the 2020 New Year’s Honours List for services to governance
and business. In 2017 he was awarded the NZ Shareholders’
Association Beacon Award and Chairperson of the year in the
Deloitte Top 200 Awards. Rob is a Chartered Fellow of the
Institute of Directors.

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
7
Introduction
This report sets out the 2021 process undertaken by the
Independent Selection Panel (Panel) to:
• Rigorously assess and evaluate potential Elected Director
candidates under the Independent Assessment Process
and make recommendations to Shareholders of the Elected
Director candidates to stand for election at the upcoming
Fonterra 2021 election of directors; and
• Rigorously assess and evaluate incumbent directors standing
for re-election in the 2021 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 Co-operative 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 Co-operative Council.
A joint committee of the Fonterra Board and Fonterra
Co-operative 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 2021 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 Co-operative Council
The objectives of the Panel are:
• To have high quality Elected Director candidates nominated
for election to the Fonterra Board; and
• That Shareholders will be better informed in the electoral
process.
2021 Process Undertaken by the Panel
The Panel met in August to:
• Elect the Chair of the Panel and note the re-appointment of
the representative Panel members by the Fonterra Board and
Fonterra Co-operative 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 2021 Panel Search Brief; and
• Agree the timetable to be followed in respect of the 2021
election process.
At the close of the nominations process for Independently
Assessed Candidates the Panel was advised by the Returning
Officer that the three incumbent directors who are eligible for
re-election were all electing to participate in the Independent
Assessment Process. These are Peter McBride, Leonie Guiney
and John Nicholls. No other candidates put themselves forward
for the Independent Assessment 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 incumbent directors that applied under the 2021
Independent Assessment Process. The Panel instructed the
independent search agent to arrange interviews with the
incumbent directors and those interviews were all conducted
on Monday 4 October. Due to COVID restrictions all the
interviews were conducted via Zoom, with time being allowed
for deliberation after each interview, and following conclusion
of all interviews.
During the selection process, the Panel undertook a rigorous
assessment of each of the incumbent director candidate’s
attributes, skills and experience relative to those identified
in the 2021 Candidate Handbook published by Fonterra, with
particular regard given to the seven targeted skills identified.
Following the Independent Assessment Process, confidential
feedback was provided to each of the incumbent directors who
participated in the process, and they have each confirmed that
they would stand for re-election in the 2021 election process.
To assist Shareholders in the 2021 director elections, the Panel
has prepared candidate assessments of each of the incumbent
directors standing for re-election relative to the skills and
attributes set out in the 2021 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, and it is the intention of
the Panel to make any such associations known to shareholders
to ensure full transparency.
This year none of the Panel members have worked with or have
a continuing business relationship with any of the incumbent
directors standing for re-election and nominating to participate
in the Independent Assessment Process.
Yours faithfully
Independent Selection Panel
2021 Report of Independent Selection Panel
Tony CarterJoan WithersRob Campbell

8
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 293 3228
Email: lffoster@xtra.co.nz
Leonie GUINEY
Independent Selection Panel (ISP) Assessment - Incumbent Director
Leonie Guiney is a shareholder of multiple farming
companies, including a commercial property company and
a trust. The business supplies 1.4 million kgs of milksolids to
Fonterra from dairy farms in South Canterbury.
She has served twice on the Fonterra Board – for three
years between 2014 and 2017, before returning as an elected
‘non-assessed’ candidate in 2018. She is currently the Chair
of the Board’s Safety and Risk Committee and also serves on
the Divestment Review Committee, Co-operative Relations
Committee and Capital Structure Committee.
Leonie is a former self-employed farm business consultant
in New Zealand and Ireland and has written extensively
on industry issues as a correspondent for international
publications.
Returning to NZ in 2000, she lectured in Dairy Production
at Lincoln University, joined FarmRight consultancy and
contracted to BNZ on strategic planning and wealth creation
for farmers. She has a degree in Agricultural Science from
Massey University.
With her husband Kieran, the couple embarked on two large
sharemilking jobs following a period of contract milking
and then made their first farm purchase in 2005, winning
Canterbury Sharemilker of the Year 12 months later.
The family continued to buy and convert farms and won the
Low Input Dairy Business of the Year award in 2014. Their
own sharemilkers are now award winners.
Panel’s assessment of Leonie’s capabilities relative to
2021 Attributes:
The Panel respected Leonie’s deep commitment to the
highest standards of governance, which had been very
publicly demonstrated in previous years, through her
challenge to the Fonterra Board on its accounts and during
the Trading Among Farmers (TAF) discussions, where she
had taken a strong and contrary stance.
It was recognised that Leonie is entirely unafraid to be a
fighter for what she believes is right and it was noted by
Panel members that her governance position in the past
had proved to be correct, which spoke to the quality of her
judgement, questioning capability and understanding of
Fonterra’s wider commercial and economic framework.
The Panel Chair summarised her behavioural style as the
‘constructive cynic’, which he commented was valuable
in governance. It was further observed however, that
her challenger stance did not tip over into the disruptive
without good reason. In addition, at interview, Leonie well-
articulated her ongoing development of a more nuanced
and sophisticated mode of Board expression and described
how she had invested considerable energy in re-building
relationships with Board members.
The Panel took the view that she had a very high empathy
with the Co-op, to the extent that she views the organisation
as an extension of her own successful business and affords
it equal passion and commitment. She has an excellent track
record of shareholder value creation, both indirectly through
her years of dairy industry consulting, and directly, through
her own farming business and in her contribution to the
improved Fonterra financial performance along with others.
She has acquired some global perspective through time
spent working in Ireland and living in France in particular.
Her honesty and integrity are unquestioned.
It should be noted that Leonie deliberately strictly limits her
governance roles to Fonterra alone to ensure she has the
time to fully contribute.
Panel’s assessment of Leonie’s capabilities relative to
2021 Skills:
The Panel acknowledged Leonie’s strong leadership
capability through the operation of her own business,
significant breadth of learnings from her previous consulting
experience and through her role on the Fonterra Board,
where (as previously mentioned), she had demonstrated
passion, conviction and discipline in holding the Board to
account. It was noted that she continued to closely follow
the Co-op’s key metrics and consistently held a longer-term
view of the organisation. Her significant dairy farming
experience was acknowledged.
She has some global manufacturing/commodity
understanding through her time working with Golden
Vale co-operative in Ireland along with some customer
understanding acquired in the same setting, although
she has no executive experience in a customer-oriented
business. She views Fonterra’s farmer-shareholders as
customers of the organisation and takes her fiduciary
duties to them very seriously. She has developed more of an
understanding of the global consumer through her Board
role but acknowledged this was a developing area. The Panel
took the view that she had very solid to extensive financial
experience and acumen, noting that she talked extremely
fluently about the Co-op’s balance sheet position and
demonstrated a strong understanding of milk price drivers.

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
9
My objective is for a strong Fonterra, that makes prudent
choices with shareholder capital, in the long-term
interests of Fonterra’s owners. This would see NZ dairy
farmers choosing to contribute both milk and capital to
a co-operative that maintains a comparative advantage
onshore and offshore.
I bring a significant owner’s interest to my role. A lifetime
working with farmers in and outside NZ, brings empathy and a
clear understanding of our competitive place in the world.
I believe Fonterra’s strategy should reflect and exploit our NZ on
farm comparative advantages.
I am a co-operative advocate. Well governed co-operatives
prioritise producers, respect their past and work for inter-
generational success.
None of my above objectives has changed since my first
election. Shareholders will be the judge of whether Fonterra is
changing.
Governance is strategic oversight, with clarity on what to measure
your people and success by.
These are the most important things to get right, and when we
do, a director’s role is not complex.
I’ve served on Fonterra’s Board since 2014. For some years we
were not getting this right.
My challenge of Fonterra’s strategy and governance in the past
are well known. This culminated in my opportunity to stand
for the Board in 2017 being removed. That year, serving on
the Audit and Finance Committee I did not approve the 2017
accounts owing to issues I had with Fonterra’s methodology in
calculating net interest bearing debt and assumptions on net
tangible asset backing. Decisions flowing from that were, in my
opinion, putting Fonterra at risk. Subsequently, Fonterra took
major write downs on those assets.
Incentives driving to short term earnings targets encourage
unfortunate behaviours. Any company that pays out all its
earnings while delaying dealing with problems, drives price
up in the short term, but fails the future and its shareholders.
Fonterra’s unique strengths remain. Protecting the co-ops
strength as a price setter in NZ, and also focusing management
priority on the longer term and growing our strengths, will see
Fonterra succeed.
It’s not what we say but what we do that reveals our conviction.
Today I am part of a Board that’s realigning Fonterra strategy
and management’s incentives with the risk appetite of our
owners, refocused on selling well our NZ milk, reducing debt,
and is guiding management to prioritise and focus on owning
assets that align with our strengths. The dissenting voice is now
valued. Structural change will ensure the future uncertain milk
supply is our strength rather than our problem.
The Safety and Risk Committee I Chair now has metrics in place
that inform risk adjusted decision making. More conservative
gearing and dividend policy have resulted from positive Board
culture.
Experience has taught me risk is managed by understanding
advantage, the price you pay for assets, management
accountability, and balance sheet management.
Success comes not from predicting the future but from in
creating people and businesses that can thrive despite what
will be an unpredictable future. The COVID-19 supply chain
disruption has illustrated how superbly positioned Fonterra
is. NZ providence can be marketed by anyone, but not
Fonterra NZ providence. Our ability to manage risk on behalf
of our customers via multiple plants, multiple channels and
partnerships in shipping and distribution make us increasingly
indispensable to them.
We don’t want illusions of grandeur, just to connect our
shareholders with our customers.
Candidate Profile Statement
Her understanding of risk in the context of the Co-op was
also extensive and continued to deepen through her role as
Chair of the Board’s Safety and Risk Committee.
Her extensive contribution to commercial and value
creation formed the backdrop to her interview. Her limited
understanding of technology strategy and governance was
noted.
She demonstrated some understanding of sustainability
issues, R&D and innovation, although this area was not
recognised to be out of the ordinary and was considered to
be a development area for her and others.
In summary, the Panel considered Leonie to be an
impressive interviewee and a formidable Board member.
They found her to be articulate and intelligent in her
answers and assessed her to be a deep, analytical
thinker who brought a real diversity of thought to the
Fonterra Board. Her courage in the governance context
was also recognised and admired, along with her broad
understanding of the relationships within the Board and
between the Board and other stakeholders, such as the
Co-operative Council.

10
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
Just 5 % of world milk is produced off grass. It has unique
and marketable characteristics in functionality, nutrition
and low relative GHG impact. Only Fonterra can offer these
characteristics at scale. Add our positive environmental
attributes and capability on farm to ride cycles, and Fonterra’s
differentiating advantages are formidable – provided we retain
the trust of our shareholders and customers.
Background
Mother of four, I’m married to Kieran.
Most of my career has been helping farmers clarify business
objectives and successfully ride dairy cycles. Five years working
in the Irish dairy industry crystallised for me where our
competitive advantages lie.
I lectured in Dairy Production at Lincoln, joined FarmRight
consultancy and contracted to BNZ on strategic planning for
farmers.
I presented at Parliament to Select Committee on TAF in 2012.
The Co-operative, and sharemilking enabled Kieran and my
growth from careers outside farming to a multiple farm
business. The Co-operative’s delivery of the value earned from
milk back to the producer, and its management of risk on our
behalf via scale, multiple processing sites, diversified sales
channels and supply chain partnerships enabled our use of debt
and partnerships to grow.
We’ve built our business on knowledge that:
• Farming the pasture curve is our advantage
• Disciplined capital allocation, targeting a margin over
interest cost, grows equity
• Building leaders within the business serves us and them as
they grow with us
We supply 1.4 million fully shared kgs of milksolids to Fonterra
from five dairy farms, expanding recently (2020) in South
Canterbury. Systems are simple, replicable and quality of our
people such, that we’ve lived a year offshore while our farms
operated successfully. We now have three 50/50 sharemilkers, a
variable order and contract milker.
All our people understand the key drivers of consistent
profitability in our cyclical business. They respect capital.
I influence Fonterra to apply similar principles because
Fonterra’s success is critical to our success.
I am prepared to articulate a researched alternative view. Better
outcomes come from informed debate, which is encouraged by
our Chairman, giving me confidence in Fonterra’s future.
Guided by clarity on why and for whom Fonterra exists, I’m
deeply grateful for your trust in re-electing me in 2018.
I remain constructively dissatisfied with Fonterra’s performance
and would appreciate your vote to continue to serve.
Committees
Past: Audit and Finance Committee
Current: Safety and Risk Committee (Chair), Divestment
Review Committee, Co-operative Relations Committee, Capital
Structure Committee
Qualifications
BAgSci, Massey
The Leading Board, Co-operative Governance, IOD Corporate
Governance
China study Tour 2013
Co-operative governance member engagement in Holland 2013
North American tour economics of confinement and pasture
systems
Speaker to Irish Positive farmers Conference, Australian Large
Herds, NZ/Ireland Pasture Summit, Agritech NZ UK
Canterbury Sharemilker of the Year 2006
Low input Dairy Business of the year 2014

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
11
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 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 my name) jointly and with associated persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• 36705 KJ & LF Guiney, Shamrock Fern Dairies Ltd Co-operative shares 268,663 Vouchers 68,072
• 36800 KJ & LF Guiney, Shamrock Fern Dairies Ltd Co-operative shares 340,000
• 36789 KJ & LF Guiney, Hillcrest Dairy Ltd Co-operative shares 160,681 Vouchers 37,867
• 36707 Wimborne Dairy Farm Ltd Co-operative shares 260,422 Vouchers 62,865
• 36699 Greenburn Dairy Farm Ltd Co-operative shares 169,058 Vouchers 38,396
I am a Director and shareholder of:
• Shamrock Fern Dairies Ltd ; Hillcrest Dairy Ltd ; Wimborne Dairy Farm Ltd (KJ & LF Guiney, RD Smith) ; Greenburn Dairy
Farm Ltd (KJ & LF Guiney, RD Smith); Bobby Square Ltd
I am a shareholder of:
• Foxburn Ltd
To the best of my knowledge and belief the disclosures set out above are full and complete.

12
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 481 907
Email: peterm@trinitylands.co.nz
Peter McBRIDE
Independent Selection Panel (ISP) Assessment - Incumbent Director
Peter McBride is a highly respected, longstanding leader
and current Chair of the Fonterra Board. He also has a
high-profile in the kiwifruit industry, having been elected
to the Zespri board at the age of 38 and serving as Chair for
six years until 2019. He has significant commercial, global
experience and an intuitive understanding of trade and
customer relationships in the primary sector. Peter also has
a deep connection to the land and dairy farming, having
been raised on a dairy farm in Waikato and continues his
dairy interests to the present day.
Following university, he spent four years managing
properties in the horticulture sector before switching
to dairy and assuming contract milking and 50/50 share
milking roles in the South Waikato for nine years.
He is now Chief Executive of the large-scale, dairying and
kiwifruit business, Trinity Lands, which is mostly based in the
same region. It produces 7 million kgs of milksolids per year
from 15,000 cows on 21 dairy farms, alongside 180 hectares
of kiwifruit. He and his wife Linda have a farm in Tokoroa,
where they farm 1,000 cows on 330 hectares of land.
He is passionate about the co-operative model and believes
he has the credibility, energy and commitment to make a
significant contribution to New Zealand Agribusiness and to
Fonterra.
Panel’s assessment of Peter’s capabilities relative to
2021 Attributes:
The Panel appreciated that as Fonterra’s current Board
Chair, Peter has had the opportunity to acquire an extensive
understanding of the decision-making process of the
Fonterra Board and was in the position to effectively
orchestrate constructive dialogue. As such, they judged
his governance level, understanding of the Co-op and its
commercial and economic framework as impressive.
He articulated pride of, and commitment to, the
organisation and whilst his previous governance experience
had been largely in the horticultural sector, the Panel
recognised the breadth and depth of his experiences in that
context and his performance in response to turbulent times
as Chair of Zespri, for example.
The Panel also assessed Peter’s understanding of Fonterra’s
wider commercial and economic frameworks, and his
judgment and strategic thinking, as being his greatest
strengths and viewed these as core to his value-add to the
Fonterra Board. He spoke convincingly about commercial
performance and strategy, and he has presided over a period
of significant financial improvement for the Co-op, whilst
humbly acknowledging the work of the previous Chair in this
recent success.
He has worked in a primary and export-led sector which had
contributed to his global perspective, and it was accepted
that the global pandemic’s travel restrictions had slowed the
development of his and others understanding in this area.
His questioning capability was acknowledged, along with
his understanding of the time commitment required of
a Fonterra Board Chair. His honesty and integrity was
unquestioned.
Overall, the Panel observed that Peter was a deep thinker
with an authentic empathy for farmers. Panel members
expressed the view that he held what they saw as the ‘total
package’ of attributes desired by the Co- op, performing his
Chair role with clarity, calm and confidence.
Panel’s assessment of Peter’s capabilities relative to
2021 skills:
The Panel viewed Peter’s leadership skills as outstanding
and highly intuitive. In the context of farming and the dairy
industry, he has a solid track record, having grown up on a
farm and spending almost a decade in contract milking and
share milking. Panel members also recognised that his role
as Chief Executive of the large- scale, dairying and kiwifruit
business, Trinity Lands, gave him a keen understanding of
contemporary industry issues. They expressed the view that
he was acutely aware of the current operational challenges
and opportunities at the Co-op and would have a natural
empathy with the Executive management team.
As might be expected of a Fonterra Board Chair, he also has
a detailed understanding of the complex drivers of the milk
price. However, the Panel also valued Peter’s self-awareness
and humility of approach in his journey to understand the
deep complexity of Fonterra as an organisation.
Peter is very brand focused and seeks to influence to build
marketing capacity at the Co-op. He takes pride in Zespri’s
journey towards becoming an effective, global consumer
brand in China and one of the top five brands in most of
its major overseas markets. Highly commercial, he has a
high regard for effective marketing and innovation. He
travelled widely with Zespri, meeting a network of overseas

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
13
My wife Linda and I live near Tauranga in the BOP and we have
four adult children. Our dairy farm is near Tokoroa in the South
Waikato and we have horticultural interests in the BOP and
South Auckland regions. I am also the CEO of Trinity Lands, a
large business in the South Waikato that has significant dairy
interests across 21 farms and I have been in the role for the past
4.5 years.
I started my Governance career with Zespri in 2002 and was a
director up until 2019, having been Chairman for the last 6 years
of my time there. Whilst this was a pivotal role for me, I also
have wider governance experience. I have been on the Fonterra
Board for 3 years now and served as Chairman for the last 12
months.
ATTRIBUTES:
I believe I have the attributes necessary to be an effective
Fonterra Director. I understand the role and responsibility of
a Director, the importance of mutual respect, consensus and
binding decision making. I have a proven track record of leading
through a crisis and extremely complex difficult situations and
of understanding and driving sustainable value for both farmers
and shareholders. I have a strategic and global mindset, very
focused on performance. My understanding of and commitment
to the Co-operative ethos is clearly demonstrated through my
long-term commitment to the businesses I have been, and are
currently involved with.
TARGETED SKILLS:
In Depth Dairy Farming Experience – I grew up on a dairy farm
and have had significant dairy involvement over many years
at both an operational and governance level. Having worked
through the industry as a contract milker, sharemilker and as
a current farm owner. I am also the CEO of a significant dairy
business and an incumbent Fonterra Director.
Effective Leadership – Effective Governance is all about
leadership, it’s also about values. The tone of an organisation
is set from the top and that is defined by its leadership. The
Chairman plays a critical role in supporting both the Board and
Management; to this end empowerment of others and clearly
understanding roles and responsibilities leads to improved
performance and accountability. It takes courage to be an
effective leader, and for me personally it is deeply philosophical
and driven by purpose.
Corporate Sustainability and Responsibility – I am
acutely aware of the responsibilities of directors in this very
important space and the topic is much broader than is often
perceived; none more so than in a regulated, rural co-operative
environment.
Global Experience / Understanding – Having travelled
extensively over the last 20 years with a particular interest in
markets, but also in agribusiness meeting with farmers and
growers, I have developed a good understanding of global
business. I have travelled frequently to China, Japan, Taiwan,
Korea, SE Asia, Europe, USA, Brazil and Chile. This has given me
a strong understanding of the social and business cultures in
those markets.
marketing managers, listening to full briefings and visiting
key customers. He has maintained his roles on Zespri’s
China Advisory Board and Global Supply Advisory Board.
Peter also demonstrated a clear understanding of the
Co-op’s commitment to sustainability and the $1bn capital
investment into initiatives over the coming decade, along
with the ramping up of capital investment into innovation
and R&D.
It was noted that risk is an area in which Peter has a
strong and active interest and he served on the Audit &
Risk Committee at Zespri for several years. It was also
acknowledged that he has solid financial literacy and
acumen and has been instrumental in the allocation of
capital to support Fonterra’s strategy, for example, the
commitment to sustainability initiatives and research
& development. It was accepted that he had some
understanding of technology and accompanying strategy
and governance.
In summary, the Panel described Peter as ideally suited to
lead the Fonterra Board – both modern and democratic
in his approach. They recognised his strong skillset and
relevant experience but highlighted particularly his astute
people management skills. Peter demands high performance
of Board members but also shows patience during the
decision-making process, ensuring directors have time to
reflect and consider. He is resilient in the face of public
criticism, calling upon his strong values-set as the basis for
his conviction.
Candidate Profile Statement

14
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
Financial Experience – I have previous and current experience
as both a member of audit and finance committees of significant
corporate businesses, and also reporting to such committees.
In my current management roles, I have responsibility for over
$600 million of agribusiness assets. I am financially literate and I
understand effective risk management.
R&D and Innovation – This is a topic I am passionate about and
had previous governance experience and direct involvement
with over 17 years as a Director of Zespri. Effective innovation
is critical to the long-term success of Fonterra and our farmer
suppliers. It’s important that innovation is across the business,
decentralised, consumer oriented and commercially lead. R&D is
also fundamental to protecting our core business in Ingredients
and Manufacturing, as well as shareholder wealth creation
through the development and monetisation of Intellectual
Property.
Global Customer / Consumer Experience – In a previous
governance role I was involved with the oversight of $165
million in direct consumer and trade marketing. I have a
good understanding of the strategy and key performance
measures that are required in relation to effective marketing
and building brands. Fonterra has a significantly more complex
consumer business, with multiple brands, segments and SKU’s.
The ongoing challenge for Fonterra as it refines its consumer
strategy is to continue to target resources where it has a
deemed comparative advantage and to continue to evolve its
channel strategy at pace. A deep understanding of consumer
insights and trends is critical to success, and an industry that
has a strong customer focus and consumer orientation will
ultimately be more successful.
When I stood for the Board three years ago I made a couple
of observations in my candidate profile statement:
• It is critical for NZ farmers that the dairy industry has
a successful Co-op leading it, that is an absolute non-
negotiable. There are many complex issues facing the
business, least of all environmental sustainability, risk
of diminishing supply, capital structure and efficacy and
increased competition.
• Fonterra has some key challenges to re-establish its
relationships with the NZ Government, the NZ public
and indeed to win back the hearts and minds of its own
shareholders and farmers. We want to be proud of our
vocation and our company.
We have made significant progress in a number of key areas, but
still have work to do. Clearly the issues raised above are a subset
of broader issues we have grappled with as a Co-operative over
the past few years. Of utmost importance to me is continuing
to rebuild your trust and confidence in Fonterra. I am really
pleased we have delivered strong results and clearly articulated
our strategy -including a set of transparent targets across the
next decade. We are also confronting the challenge of how we
sustain a New Zealand farmer owned Co-operative long into the
future, and our capital structure proposal at the 2021 Special
Meeting is the most profound decision we will make as farmers
in more than a decade.
Finally, it’s a privilege to serve you as a Fonterra Director and as
Chairman. I am humbly seeking your continued support.
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 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 via my shareholding in Crocodile Farm Limited, which holds 509,730 shares. I am
also a Director of Crocodile Farm Limited.
• I am Chief Executive Officer of supplying shareholder Trinity Lands Ltd, which holds 5,750,386 shares and 882,462 vouchers.
• I am a shareholder of Pokai Farm Limited as an Independent Trustee of Ian Elliott Family Trust and MA Elliott Family Trust,
which holds 350,329 shares.
• I am a shareholder of Kennedy Farm Limited as an Independent Trustee of Ian Elliott Family Trust and MA Elliott Family
Trust, which holds 479,875 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
15
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 541 6117
Email: john@rylib.co.nz
John NICHOLLS
Independent Selection Panel (ISP) Assessment - Incumbent Director
John Nicholls is a dairy farmer of over 25 years in the South
Wairarapa and Mid-Canterbury and the force, with his
family, behind Rylib Group. For the past three years he has
served as a Fonterra Elected Director and he is a current
member of the Co-operative Relations Committee, Safety
and Risk Committee, Disclosure Committee, and the Capital
Structure Committee. Previously he served on the Fonterra
Co-operative Council. Outside of the co-operative, John has
led MHV Water, New Zealand’s largest intergenerational
irrigation co-operative, as Board Chair for seven years
through a period of significant change. He is involved as a
governor and advisor to various other local entities. John
is mentoring the next generation of farmers, including his
own son. John graduated from Massey University in 1990
with a degree in Agriculture and a postgraduate diploma
in Agricultural Science. The Nicholls family business, the
Rylib Group, currently employs 35 staff, milking more than
5,000 cows and producing 2.5 million kgs of milksolids. The
Group’s mission is based on family values and a commitment
to people and culture, service to the wider community,
environmental excellence and profitable growth.
Panel’s assessment of John’s capabilities relative to
2021 Attributes:
The Panel found John’s commitment to a broad concept of
high governance standards convincing and recognised his
leadership of a highly successful business, in addition to his
other governance roles. He has very strong relationships
with farmers and his passion and empathy for the Co-op
were clear and unquestioned. The Panel also acknowledged
that his deep connections and relationships with the
shareholder base and his understanding of the role of the
Co-operative Council to the organisation, were a core
contribution and constituted added value.
Whilst fully acknowledging the success of his judgement in
relation to his own business, at interview, Panel members
took the view that John could have articulated a clearer
sense of the strategic direction for the Co-op. It was
accepted that he was unafraid to critique and question
and had a good understanding of the time commitment
required of a Fonterra director, as might be expected from
an incumbent Board member.
Given John’s tenure on the Board and his previous position
on the Co-operative Council, the Panel also felt that he
could aspire to Chair one of the Board Committees and
actively seek mentorship and learning opportunities to
facilitate his ability to offer this further service to his Board
responsibilities.
The Panel acknowledged his contribution to delivering
shareholder value and the acquisition of some global
perspective. His honesty and integrity were unquestioned.
Overall, Panel members expressed the view that John had
clear strengths and weaknesses in relation to the attributes
identified by Fonterra this year.
Panel’s assessment of John’s capabilities relative to
2021 skills:
John’s in-depth dairy farming experience and pragmatic
understanding of contemporary industry issues were fully
recognised by the Panel. His leadership in this context,
his stance as a continuing champion for New Zealand’s
dairy industry and as a contributor to an improved Board
culture at Fonterra, were accepted. It was commented that
overlaid with this grassroots appeal, he had demonstrated
a commitment and willingness to build more productive
relationships around the Board table, utilising his personable
communication style.
It was further acknowledged that his strong, personal
connections and influence were of high value to the
organisation, and he has a strong track record of value
creation both within his own business and in terms of his
contribution to the Co-op’s improved financial performance.
His understanding of global manufacturing/commodity
experience and his global understanding more generally,
were more limited, although these appeared to be
developing and he had the opportunity, pre- pandemic, to
participate in some short, overseas trips with Fonterra which
had exposed him to issues such as sustainable packaging
and the conversion of coal-fired production plants to
renewables for example. He also has some knowledge of
foreign markets, singling out South Korea in particular, as a
growing market for dairy products and he particularly raises
his appreciation of geo-political risk in the international
context.
The Panel felt that he articulated a reasonably good
understanding of the sustainability imperative, citing
‘people, planet, profit’ as a guiding mantra in this regard,
however, members took the view that he could develop
more depth of understanding in this area. With respect
to R&D and innovation, he appeared to have taken a keen
interest in the development of alternative proteins and had
given some thought to the impact of this trend on Fonterra.
The Panel accepted his solid skillset in the financial area
and his high engagement with the Co-op’s risk management

16
FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
I am seeking another term as a Fonterra director so that we can
continue what we’ve started.
Over the last three years we’ve reset the strategy, culture
and balance sheet of Fonterra. Now we must build on that
foundation to set Fonterra up for the future – to continue
to build trust, to deliver consistently strong results and to
create future value. We must strive to create a great co-op for
ourselves, for the generations that follow us and for all New
Zealand.
Governance Experience
I have served on the Fonterra Board since 2018 and am a
member of the Co-operative Relations Committee, Safety
and Risk Committee, Disclosure Committee, and the Capital
Structure Committee.
Outside of Fonterra I have;
• Led MHV Water as Chair for seven years (through a period
of significant change),
• Been involved as a Governor and Advisor to various other
local entities,
• Previously served on the Fonterra Co-operative Council.
(MHV Water is a co-operatively owned irrigation scheme
supplying water and environmental services to 58,000 hectares
of farmland in the Ashburton District).
Achievements and Future Focus
Fonterra today is in a much better place than when I joined the
Board.
As previously stated, we’ve reset the strategy and balance sheet
and we’re now back on the path towards delivering what is
important to our owners and our nation. There are still many
challenges and opportunities in front of us and we need to build
on the foundation to meet the future head on.
The achievements of the past few years are the result of a
Board and Management Team working together to achieve
the outcomes we needed to get Fonterra back on track. I am
honoured to have been part of the team that has achieved that
and to have played my part in the collective decisions of the
Board which directed those actions.
We have turned the balance sheet around with key divestments
of DFE Pharma, Tip Top, Beingmate and China farms and the
sale of other non-performing assets and businesses. Over three
years we’ve reduced debt by almost 40%, from a peak of $6.2
billion. Every business investment is a balance between risk and
reward and we’ve made the tough calls to cut our losses.
A stronger balance sheet gives us more choices. We’ve pulled
payments forward to the 15th of the month, tidied up our
advance policy and simplified our payment terms. We’ve started
the important conversation around capital structure to ensure a
financially sustainable co-op going forward.
With the debt repayment we’ve been able to lift after-tax profits
by 110%, but financially we’ve still got work to do. Despite
selling non-performing businesses, our return on capital has
barely changed and remains around 6.5% - we should be striving
to achieve better than 8.5%. We have reduced costs by 10%
but that’s not enough given the businesses we’ve sold. We
still need a determined focus on efficient execution and cost
management.
There’s a lot of change on the horizon and we’ve just released
our Long-Term Aspirational Plan.
Milk growth has stopped as environmental and climate change
rules impact on farm. Those same rules are also impacting
Fonterra’s operations and, while the changes they require are
the right thing to do, they are driving up costs within Fonterra
and on-farm.
Milk is the gold standard for nutrition, but alternative protein
technologies like fermentation are rapidly improving and,
along with the rise of plant-based milks, will shift the balance in
demand for cows’ milk. We are involved in some of this work as
we need to remain close to it to seize opportunities and to help
shape the future of our industry.
Our strategy seeks to prioritise investments in market sectors
and innovations that can create sustainable value from our New
Zealand milk. Global trends show demand for milk remaining
strong, and our aim must always be to capture superior value
for your milk. We already have many fantastic businesses doing
this well.
Locally we’re working hard to bring balance to Government
policy – to ensure that Government aspirations recognise the
efforts being made on-farm and provide time for the science to
catch-up.
Candidate Profile Statement
framework, particularly with respect to safety. It was noted
that his technology strategy and governance experience was
limited.
In summary, the Panel unanimously expressed the view that
John offered a solid skillset, but this was the least strong
against Fonterra’s Targeted Skills list for 2021 compared to
the other two candidates.

FONTERRA ELECTIONS 2021 BOARD OF DIRECTORS CANDIDATE PROFILES
17
Fonterra is a remarkable business and as shareholders we can all
be proud of what it has achieved, the potential it has to achieve
even more, and the leadership role it plays in New Zealand. To
deliver on its ongoing potential, we need a Board that is not
afraid to face up to the issues and decisions needed to be made.
It takes a lot more courage to take decisions or bring issues to
you that we know will not be popular than it does to sugar-coat
things or not face up to them in the first place.
I’m a proud member of the Fonterra Board. We have an
exceptional Board, with a strong and positive culture which
continues to drive performance and accountability while
keeping its eyes on the horizon to create long term value.
About Me
I’m a dairy farmer, whose livelihood depends on the monthly
milk cheque.
I graduated from Massey University in 1990 with a Degree in
Agriculture and Post Graduate Diploma in Agricultural Science.
After a brief OE and a short time working in the Agri-services
sector, I started my career in Dairy Farming in 1996 with Kelly
and I converting a Sheep Farm in South Wairarapa. In 2005 we
shifted our focus to Mid Canterbury and currently employ 35
staff, milking over 5000 cows and producing 2.5 million kgs of
milksolids.
We are a family-values based business - committed to our
people and culture, our wider community, environmental
excellence and growth. My philosophy on farm, and in business,
is to drive profitable performance through applying sound
business judgement to all that I do – to invest wisely, to move
quickly and to be disciplined in operational execution and cost
management.
With your support, we can continue the journey we have started
– to protect all that is good about Fonterra and help it strive for
greatness.
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 my name) jointly and with associated persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• Ma Taua Dairies Ltd 456,000 Co-operative shares Vouchers 114,225
• Delarbe Farm Ltd 262,000 Co-operative shares Vouchers 64,000
• Fairmont Farm Ltd 326,000 Co-operative shares Vouchers 102,535
• Mahanga Dairies Ltd 395,000 Co-operative shares Vouchers 12,000
• Kairoa Dairies Ltd 374,000 Co-operative shares Vouchers 11,000
• Akitu Dairies Ltd 265,000 Co-operative shares Vouchers 48,000 930 units in the Fonterra Shareholders’ Fund
I am a shareholder of D & D Dairies Limited as a Trustee of G&K Duckett Trust, which holds 137,164 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2021
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

FONTERRA ELECTIONS 2021
Board of Directors
VOTING PAPER
Election of THREE (3) Directors
First Past the Post Majority Voting
This is a First Past the Post Majority vote to elect
THREE (3) Directors.
To be elected to the Board a candidate must obtain
more than 50% support of votes cast.
If one or more candidates do not achieve more than
50% support, a second election will not be held.
The Fonterra Constitution and Election rules require
that the Board must appoint a farmer director
to fill a casual vacancy that will continue for six
months or more and the Board may not appoint any
of the unsuccessful candidates who stood in the
uncontested election.
Postal Voting Instructions
• You are encouraged to cast a vote (either YES or
NO) for each and every candidate.
• Vote by placing a tick “” in the YES or NO
circle next to the name of each candidate.
YESNO
VOTE HERE
Leonie GUINEY
Independently Assessed Candidate
Peter McBRIDE
Independently Assessed Candidate
John NICHOLLS
Independently Assessed Candidate
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
1.00PM ON TUESDAY, 7 DECEMBER 2021
1
ONLINE VOTING
Electronically 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.
PINPASSWORD
OR
2
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 Wednesday, 1 December 2021.
*123456x*
123456

---

Fonterra Elections 2021
Directors’ Remuneration Committee
Candidate Profiles

KEY INFORMATION – 2021 ELECTION 1
SKILLS AND ATTRIBUTES 1
ABOUT THE DIRECTORS’ REMUNERATION COMMITTEE 1
PROFILES
STEPHEN SILCOCK 2
RICHARD STALKER 3
CONALL BUCHANAN 4
HARRY RICH 5
NOTE ON CANDIDATE STATEMENTS
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 – 2021 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2021 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
1
There are four candidates – Stephen Silcock, Richard Stalker,
Conall Buchanan and Harry Rich.
Votes may be made via post or online and must be received by
1.00pm on Tuesday, 7 December.
Voting entitlement
Voting entitlements are calculated on the basis of milksolids
production for each farm for the last season (2020/2021) or,
in the case of dry farm conversions and farm amalgamations/
divisions, the estimated milksolids production for this season
(2021/2022).
Every shareholder who is supplying milk to Fonterra this season
has one vote for every 1,000 kilograms of milksolids.
Milk supplied on Contract Supply and milk which is not
backed by shares is excluded from milksolids production when
calculating voting entitlements.
To be able to effectively work as part of a committee that
gathers and reviews information pertaining to remuneration,
candidates need to have:
• Research and evaluation skills
• A good understanding of the current business environment
• The ability to seek advice from others
• Integrity and high ethical standards
• An understanding of financial detail
• Analytical decision making skills
• The ability to work as part of a team
• Effective communication skills.
The Directors’ Remuneration Committee comprises six Fonterra
shareholders elected on a national basis by shareholders.
The Directors’ Remuneration Committee considers and
recommends to shareholders the form and amount of
remuneration to be paid to the Elected Directors and
Co-operative Councillors. The Committee makes this
recommendation to shareholders for their approval at the
Fonterra Annual Meeting.
The Committee does not make any recommendation in respect
of Appointed Directors. Their remuneration is authorised by the
Fonterra Board of Directors.
In proposing the remuneration of Directors and Councillors, the
Committee must review all relevant information including:
• Workload
• Time spent on company business
• Annual movements in remuneration for similar national and
international companies
Voting system
The Directors’ Remuneration Committee Election uses First Past
the Post voting.
Each shareholder may vote for up to (but not more than) two
candidates.
The two candidates with the highest number of votes will be
elected to the Directors’ Remuneration Committee. In the event
of a tied vote the outcome will be determined by lot by the
Returning Officer.
Lost or damaged voting papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of voting
at 1.00pm on Tuesday, 7 December 2021.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed replacement Voting Papers must be returned to the
Returning Officer by 1.00pm on Tuesday, 7 December 2021.
Key information – 2021 Election
Skills and attributesAbout the Directors’
Remuneration
Committee
Number of vacancies to be filled

2
FONTERRA ELECTIONS 2021 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
MORRINSVILLE
Mobile: 027 472 3927
Email: ssilcock@xtra.co.nz
Stephen SILCOCK
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 shareholder and Director of Newton Lee Willows Limited which is a supplying shareholder of Fonterra and holds
202,907 shares.
• I am a shareholder of Rimu SA which is a company in Chile that owns farms and supplies milk to Prolesur, a subsidiary of
Fonterra Group.
To the best of my knowledge and belief the disclosures set out above are full and complete.
INTRODUCTION
Stephen and Annette Silcock have been farming just north of Morrinsville for 46 years and have been heavily involved in their
community for all that time, taking leadership roles and contributing in many sporting, cultural and educational organisations.
Stephen has completed 46 years as a volunteer fire fighter at Tahuna, and Annette continues as a Primary School Teacher in a
leadership role in Morrinsville. We are proud parents of three adult children and soon to be six grandchildren.
BACKGROUND
I have been a member of the Directors’ Remuneration Committee since 2016, and am seeking support from shareholders to serve one
more term.
Previous to the formation of Fonterra I was a Director of the Morrinsville Thames Valley Dairy Company. This gave me great insight
and appreciation that supports the need for sound governance as a key ingredient for any successful enterprise.
Subsequent roles in both industry and farming organisations has furthered my knowledge of matters relating to our industry, and has
enhanced by ability to think critically on all matters affecting us as Fonterra Farmers.
As a Councillor representing Morrinsville on the inaugural Co-operative Council, and through my continued active interest in our co-
operative, I believe I have gained an in depth understanding and appreciation of Fonterra’s journey so far.
STATEMENT
Setting remuneration for Fonterra Directors is not an exact science, but requires pragmatic judgement taking a number of varied
factors into consideration. These include, but are not limited to, our unique construct as a milk co-operative, trends in remuneration of
Directors across similar enterprises and the relevance of our independent Appointed Directors sitting at the Board table.
The level of remuneration should always be centred around recognising what is appropriate to attract and retain the best skilled and
qualified Directors for our co-operative.
I believe I have made a worthwhile contribution over the past 6 years to the deliberations of the Directors’ Remuneration Committee
by working productively as part of a team, and by ably expressing my own judgement whilst taking due consideration of the views of
others.
Thank you for your support.

FONTERRA ELECTIONS 2021 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
3
RANGIORA
Mobile: 027 643 6079
Email: richstalker@xtra.co.nz
Richard STALKER
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 shareholder and Director of Keswick Farm Dairies Limited, which is a supplying shareholder of Fonterra and holds
248,812 shares.
• We are 4 years into a 6 year share up over time agreement with Fonterra, and have a further 41,188 shares to meet the
current share standard of 290,000 kilograms of milksolids.
• For our sharemilking position, the land owner is represented by Geoff Spark, who is also our local Fonterra Co-operative
Councillor. We supply 295,000 kilograms of milksolids through this arrangement.
• I provide contract management and people and culture services to VetEnt, who interact with Fonterra in their capacity as a
nationwide veterinary services provider.
• I am a shareholder in LIC, Farmlands, Ravensdown, Ballance and Silver Fern Farms Ltd.
To the best of my knowledge and belief the disclosures set out above are full and complete.
My reason for standing for the Directors’ Remuneration Committee is to ensure that directors and Fonterra Co-operative
Councillors are rewarded fairly for the work they do, and that their remuneration is in line with the purpose and values of
Fonterra and our co-operative ethos.
The attributes I bring to this role include a relentless commitment to fairness and transparency, and an ability to work with others
constructively, while at the same time providing a healthy amount of challenge and critical thinking.
Over the last four years, I have greatly increased my understanding of our co-operative through being part of the Fonterra Purpose
Review Group, the Fonterra Governance Development Programme and through continual interactions with farmers, the Fonterra
Co-operative Council, and many of our directors. I have also been fortunate to have had a really good look into Fonterra management,
both at head office and regional level. I am also part of the Silver Fern Farms extended governance development group.
Our family converted to dairy in the late 1880’s, and we have supplied our co-operative and it’s forerunners for over 130 years. I have
also engaged with many co-operative members throughout New Zealand while supporting Fonterra, and have also have gained an
understanding of our shareholders through 20 years as a veterinarian in the Waikato, South Canterbury, Mid and North Canterbury
and Hawkes Bay.
We farm in many various capacities. This includes as an owner, as a 50:50 sharemilker and we also lease land from many land owners.
We farm on the town boundary of Rangiora, and we very much farm in the public spotlight.
I have a keen interest in community and co-operative governance.
I would like to be part of the Fonterra Directors’ Remuneration Committee to make sure the Committee considers all possible options
when setting remuneration for directors and councillors.
This role interests me because the culture and performance of our co-operative is set from the top, and how we remunerate our
directors sets the tone for the rest of our co-operative.

4
FONTERRA ELECTIONS 2021 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
PAEROA
Mobile: 027 688 9984
Email: c.r.buchanan@xtra.co.nz
Conall BUCHANAN
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 director and shareholder of C&ER Buchanan Ltd which is a supplying shareholder of Fonterra and holds 200,459
shares and 29,154 vouchers.
• I am a director and shareholder of C&ER Buchanan Ltd which has a 50/50 sharemilking agreement with a supplying
shareholder of Fonterra.
• I am a National judge of the Responsible Dairying section of the New Zealand Dairy Industry Awards, of which Fonterra is a
significant sponsor.
To the best of my knowledge and belief the disclosures set out above are full and complete.
Conall Buchanan would bring specific, relevant experience to the Directors’ Remuneration Committee and deep understanding of
both our industry, and governance, to the role.
Conall chaired the Directors’ Remuneration Committee of Manuka S.A. for 11 years. His career has been associated with the dairy
industry; achieving farm ownership through sharemilking. He also spent time developing a large multi-farm enterprise in Chile and
then engaged in corporate advisory work back in New Zealand.
Conall and his wife now run their own 1100 cow operation on the Hauraki Plains. He currently Chairs the Waikato Farmers Trust, Audit
and Risk Committee of the Hauraki District Council and Paeroa College Board of Trustees.
Past relevant roles include; Founding member of the Fonterra Co-operative Council (2001 – 2005), National Chair Sharemilker
Section, and a number of community/industry positions. He is currently a National Judge of Responsible Dairying for the NZ Dairy
Industry Awards.
Qualifications;
• Institute of Directors, Certificate of Company Direction
• Kellogg’s Rural Leadership Programme
• GSE (Group Study Exchange) to UK
• Massey University, Bachelor of Agriculture

FONTERRA ELECTIONS 2021 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
5
HUNTLY
Mobile: 0274 459 994
Email: office@richmcc.co.nz
Harry RICH
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 an associated person (as defined in the Financial Markets Conduct Act 2013) as a shareholder and director of Rich &
McCallum Ltd which is a supplying shareholder of Fonterra and holds 60,125 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
Harry Rich, is a professional Agri business Manager and Dairy Farm owner. With previous experience as the General Manager of a
large South Waikato Corporate Dairy Farming business, equity owner of a 2200 cow dairy farm in the North Waikato, and a former
board member of a Vet club. As well as running his own dairy farm, he provides Farm advisory and management services in the
Waikato.
Standing for the Directors’ Remuneration Committee is an opportunity to give back to our co-operative. Applying my values of
honesty and integrity and utilising the skills I process of critical thinking, analysis and working positively in a team.
As well as holding agricultural qualifications gained in the UK, Harry graduated from the Dairy NZ Enhancing Governance Course and
is also a member of New Zealand Institute of Primary Industry Management.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2021
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

FONTERRA ELECTIONS 2021
Directors’ Remuneration Committee
VOTING PAPER
Election of TWO (2) Committee members
First Past the Post Voting
This is a First Past the Post vote to elect two (2)
members of the Directors’ Remuneration Committee.
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
Stephen SILCOCK
Richard STALKER
Conall BUCHANAN
Harry RICH
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
1.00PM ON TUESDAY, 7 DECEMBER 2021
1
ONLINE VOTING
Electronically 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.
PINPASSWORD
OR
2
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 Wednesday, 1 December 2021.
*123456x*
123456