Fonterra Shareholders’ Fund Annual Results 2022

Page 1

Results for announcement to the market
Results for announcement to the market
Name of issuer Fonterra Shareholders’ Fund
Reporting Period 12 months to 31 July 2022
Previous Reporting Period 12 months to 31 July 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
($57,000) N/A
Total Revenue ($57,000) N/A
Net profit/(loss) from continuing
operations
$nil -%
Total net profit/(loss) $nil -%
Final Distribution
Amount per Quoted Equity
Security
$0.15
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date 29/09/2022
Distribution Payment Date 14/10/2022
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$3.02 $3.74
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
Please refer to the audited financial statements for further explanation.
Revenue from continuing operations comprises net fair value movements
of Economic Rights of Fonterra Shares, and (if any) dividend income.
Revenue from continuing operations has moved from a gain in the prior
year of $2,000,000 to a loss for the current reporting period. Therefore, the
percentage change is not considered meaningful.
Authority for this announcement
Name of person

authorised to
make this announcement
Andrew Cordner

Contact person for this
announcement
Simon Till

Contact phone number
+64 21 777 807

Contact email address
Investor.relations@fonterra.com

Date of release through MAP

22/09/2022

Audited financial statements accompany this announcement.

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Fonterra
Shareholders’
Fund Annual
Report 2022

Contents
CHAIRMAN’S REPORT03
OUR BOARD05
FINANCIAL STATEMENTS06
Manager’s Statement06
Statement of Comprehensive Income07
Statement of Changes in Amounts Attributable to Unit Holders07
Statement of Financial Position08
Cash Flow Statement08
Significant Accounting Policies09
Notes to the Financial Statements12
Independent Auditor’s Report17
STATUTORY INFORMATION19
DIRECTORY29
Blair, Tararua
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
02
CONTENTS

Chairman’s Report
Dear unit holders,
It has been a tough year for equity markets with most major equity
indexes experiencing heightened volatility and uncertainty driven by
inflationary pressure, higher interest rates, geopolitical events and
recessionary concerns. Over Fonterra’s 2022 financial year, 1 August 2021
to 31 July 2022, the S&P500 and ASX200 both declined around 6% and
the NZX50 declined 11%. The Fund’s unit price declined 19% over the
same period. In addition to the broader global market factors, the Fund
has been impacted by the ongoing uncertainty associated with the
implementation of Fonterra’s new flexible shareholding capital structure.
Pleasingly, the unit price has lifted in recent weeks following Fonterra’s
announcement that it has revised its 2023 forecast earnings guidance.
At mid-September the unit price decline from 1 August 2021 had reduced
to 8%, whereas the S&P500, ASX200 and NZX50 declined 12%, 9% and
11%, respectively over the same period.
Fonterra’s capital restructuring
Farmer shareholders voted 85% in favour of Fonterra’s capital
restructuring proposals in December 2021. Since then, Fonterra has been
working with the Government to secure enabling legislation. The required
amendments to the Dairy Industry Restructuring Act were introduced to
Parliament on 13 September, and implementation of the new capital
structure is expected to occur in the coming year.
The concerns of the Independent Directors of the Manager of the Fund
over the impact of the capital restructuring on the Fund’s unit price have
been outlined in detail in market updates, and at the 2021 annual
meeting. It is the Independent Directors’ view that Fonterra should have
offered to buy back the Fund, the units in which were trading at $4.60
when the restructuring plans were announced in May 2021.
Uncertainty over the restructuring, and the significant potential overhang
of shares on the Fonterra Shareholders Market (due to farmers no longer
having to hold as many shares as before when flexible shareholding
comes into effect) have had a dampening effect on the unit price.
Uncertainty should reduce as implementation of the new capital
structure proceeds. However, the Independent Directors remain of
the view that the buyback option should have been offered to unit
holders. As Chair I am troubled by the loss in value that unit holders
have incurred.
Fonterra’s business performance for the year ended
31 July 2022
Neither the Fund nor the Board of the Manager has direct
involvement in Fonterra’s operations. However, as a holder of Economic
Rights in Fonterra, the performance of the Fund is tied directly to
Fonterra’s performance.
It is good to see Fonterra making progress on implementing its strategy
and its ability to deliver a strong financial performance in the context of
historically high milk prices, inflationary pressure, and continued
geopolitical and supply chain disruption in several key regions.
Fonterra’s reported profit after tax for 2022 was $583 million.
After adjusting for the impact of asset sales and other normalisations,
Fonterra’s underlying performance has improved slightly, with normalised
profit after tax up $3 million to $591 million. Normalised earnings per
share came in at the top of the forecast range, at 35 cents per share and
up 3% on the prior year.
Fonterra has declared a total dividend of 20 cents for the 2022 financial
year. An interim dividend of 5 cents was paid in April 2022 and Fonterra is
now declaring a final dividend of 15 cents per share. As a result, unit
holders will receive a final distribution of 15 cents per unit, bringing total
distributions for the 2022 financial year to 20 cents per unit.
The record date for the final distribution is 29 September 2022 and the
payment date is 14 October 2022.
Fonterra delivered this result despite a significantly higher cost of milk
with the Farmgate Milk Price increasing from $7.54 per kgMS last year
to $9.30 per kgMS this year.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
03
CONTENTS

Chairman’s Report (CONTINUED)
Looking ahead
The 2023 financial year is off to a strong start. In early September,
Fonterra revised its 2023 forecast earnings guidance to 45 to 60 cents per
share, up from 30 to 45 cents per share, citing strong demand, particularly
for cheese and protein products.
Beyond the 2023 financial year, Fonterra’s CEO, Miles Hurrell, has
reaffirmed that the 2030 targets, announced last year in the Long-term
Aspirations booklet, are still firmly in sight. Mr Hurrell believes good
progress has been made since announcing the new strategy last
September and notes that now is the right time to double down on
Fonterra’s three strategic choices – to lead in sustainability, to lead in
dairy innovation and science and to focus on New Zealand milk.
For further information on Fonterra’s 2022 financial performance and
sustainability progress I encourage you to visit Fonterra’s investor
relations webpage.
Board changes
Two of the Independent Directors of the Manager of the Fund, Kim Ellis
and I, are retiring at this year’s annual meeting after 10 years on the
Board. One of the Fonterra appointed Directors, Donna Smit, is coming
off the Fonterra Board in November, so will also come off the Fund
Manager Board.
I take this opportunity to thank unit holders for their support. As a unit
holder myself I recognise that at times it has been a challenging
experience. The results Fonterra has announced for 2022, and the outlook
for 2023 and beyond, reflect much needed operational and strategic
stability, which I welcome.
The higher milk price and earnings performance reflects strong demand
for dairy across multiple markets and products at a time of constrained
milk supply, global supply chain challenges, and significantly higher input
costs for Fonterra’s Foodservice and Consumer businesses. This operating
environment and increase in late season milk production significantly
increased Fonterra’s working capital requirements through the second
half of the financial year, which has impacted Fonterra’s net debt position
at year end, increasing $1 billion to $5.3 billion.
Fonterra’s strong balance sheet gave it the flexibility to proactively
manage the challenging operating environment, and the increased
working capital requirements and net debt position are expected to
improve during the 2023 financial year as working capital returns to
normal levels.
Fonterra’s Total Group normalised EBIT increased $39 million in 2022 to
$991 million due to an improved performance in the Ingredients channel.
On a continuing operations basis, the Ingredients channel normalised
EBIT increased 151%, from $365 million to $916 million. The significant
increase in earnings from the Ingredients channel reflects the stronger
underlying market demand and a broad strengthening of product prices
and higher margins, particularly in Fonterra’s protein portfolio for
products such as casein. The improved Ingredients performance was
partially offset by the impact of higher milk input costs in Fonterra’s
Foodservice and Consumer channels, with normalised EBIT down 63%
and 54% to $138 million and $142 million, respectively. The Consumer
channel EBIT was also impacted by the economic crisis in Sri Lanka
and an impairment of $34 million on the Asia Brands – Anmum, Anlene
and Chesdale.
The improved Total Group normalised EBIT contributed to an increase
in Fonterra’s return on capital from 6.6% to 6.8%.
John Shewan
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
04
CONTENTS

John Shewan
CNZM BCA (Hons), FCA
Independent Director appointed
by unit holders
John Shewan was appointed Chairman of
the FSF Board in November 2012. In June
2022, John announced he will retire from
the Board following the Annual Meeting
in November 2022.
John currently chairs the Board of Munich
Reinsurance Australasia and is an Adjunct
professor in the Business School at
Victoria University.
Mary-Jane Daly
BCom, MBA
Independent Director appointed
by unit holders
Mary-Jane was appointed to the FSF Board
in November 2020, and was announced as
the Chair-Elect in June 2022. Mary-Jane is a
professional director with a wide range of
experience across a number of industries.
Her executive background is in banking
and finance in a variety of roles both in
New Zealand and the UK.
Mary-Jane is Chair of AIG Insurance
New Zealand Limited, and an Independent
Director of Kiwibank Limited, and
Kiwi Property Group Limited. Previous
governance roles have included Cigna Life
Insurance New Zealand, the Earthquake
Commission, OnePath Life, Airways
Corporation, Auckland Transport and
the NZ Green Building Council. Her last
corporate executive role was leading
State Insurance.
Kim Ellis
BCA (Hons), BE (Hons)
Independent Director appointed
by unit holders
Kim Ellis was appointed to the FSF Board
in November 2012. In June 2022, Kim
announced he would retire from the Board
following the Annual Meeting in November
2022. Kim was the Chief Executive Officer
of listed company Waste Management
NZ for 13 years, until its sale in 2006.
Kim currently chairs the Boards of Green
Cross Health and New Zealand Social
Infrastructure Fund. Kim is also a Director
on the Board of the Port of Tauranga.
Our Board
Donna Smit
FCA
Appointed to the Board of the
Manager by Fonterra
Donna Smit was elected to the Fonterra
Board in December 2016. Donna has
served on the FSF Board since November
2018. In July 2022, Donna announced she
will retire from the Fonterra Board and
the FSF Board following their respective
Annual Meetings in November 2022.
Donna lives and farms at Edgecumbe,
and has built and owns five dairy farms
in Eastern Bay of Plenty and Oamaru.
Donna is a Director of Kiwifruit Equities
Limited and a Trustee of the Dairy Women’s
Network and was previously a Director
of EastPack Limited. Donna is a Fellow
Chartered Accountant and was a company
administrator of kiwifruit co-operative
EastPack for 24 years. Donna’s strong focus
on financial and risk management has been
built through her extensive business and
manufacturing experience and financial
background, and complements her deep
dairy farming experience.
Andrew Macfarlane
B . Agr. Sc
Appointed to the Board of the
Manager by Fonterra
Andy Macfarlane was elected to the
Fonterra Board in 2017. Andy has served
on the FSF Board since February 2019.
Andy was a farm management consultant
for 38 years and is a past President of the
New Zealand Institute of Primary Industry
Management (NZIPIM). He is a Director of
ANZCO, chairs the SFFF Plantain Project
and Edgewater Hotel Lake Wanaka and
is a member of the International Farm
Management Association (IFMA). Andy is
a previous Director of Ngai Tahu Farming
Limited and AgResearch, past chair of Deer
Industry New Zealand, and served on the
council of Lincoln University for 12 years.
Andy and his wife Tricia commenced
farming in 1989 and live near Ashburton.
His shareholding interests are in Canterbury.
He has a strong interest in the governance
of food processing and manufacturing,
research and development, and strategic
use of technology in the farming sector.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
05
CONTENTS

FSF Management Company Limited (the Manager) presents to the unit
holders the financial statements for the Fonterra Shareholders’ Fund
(the Fund) for the year ended 31 July 2022.
The Manager is responsible for presenting financial statements for each
financial year which fairly present the financial position of the Fund and
its financial performance and cash flows for that period.
The Manager considers the financial statements of the Fund have
been prepared using accounting policies which have been consistently
applied and supported by reasonable judgements and estimates, and
that all relevant financial reporting and accounting standards have
been followed.
The Manager believes that proper accounting records have been
kept which enable, with reasonable accuracy, the determination of the
financial position of the Fund and facilitate compliance of the financial
statements with the Financial Markets Conduct Act 2013 and the
Fonterra Shareholders’ Fund Trust Deed.
The Manager considers that it has taken adequate steps to
safeguard the assets of the Fund, and to prevent and detect fraud and
other irregularities.
The Manager approves and authorises for issue the financial statements
for the year ended 31 July 2022 presented on pages 7 to 16.
For and on behalf of the Board of the Manager:
John Shewan
Chairman
FSF Management Company Limited
21 September 2022
Mary-Jane Daly
Director
FSF Management Company Limited
21 September 2022
Manager’s Statement
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
06
CONTENTS

Statement of Comprehensive Income
FOR THE YEAR ENDED 31 JULY 2022
Statement of Changes in Amounts Attributable to Unit Holders
FOR THE YEAR ENDED 31 JULY 2022
$ MILLION
31 JULY 202231 JULY 2021
Net fair value loss on revaluation of Economic Rights of Fonterra shares(78)(9)
Dividend income2111
Investment (expense)/income(57)2
Net decrease in fair value of amounts attributable to unit holders789
Distributions to unit holders(21)(11)
Finance income/(cost)57(2)
Profit before tax––
Tax exp ense––
Profit for the year––
There are no items of other comprehensive income.
$ MILLION
Amounts attributable to unit holders at 1 August 2021402
Movements:
Revaluation of amounts attributable to unit holders(78)
Issue of units–
Redemption of units–
Amounts attributable to unit holders at 31 July 2022324
Amounts attributable to unit holders at 1 August 2020400
Movements:
Revaluation of amounts attributable to unit holders(9)
Issue of units51
Redemption of units(40)
Amounts attributable to unit holders at 31 July 2021402
The accompanying significant accounting policies and notes form part of these financial statements.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
07
CONTENTS

Statement of Financial Position
AS AT 31 JULY 2022
$ MILLION
NOTES31 JULY 202231 JULY 2021
Assets
Economic Rights of Fonterra shares2324402
Total assets324402
Liabilities
Amounts attributable to unit holders3324402
Total liabilities324402
$ MILLION
NOTES31 JULY 202231 JULY 2021
Cash flows from operating activities
Cash was provided from:
– Sale of Economic Rights of Fonterra shares–40
– Dividends received (net of dividends reinvested)2110
Cash was applied to:
– Purchase of Economic Rights of Fonterra shares–(50)
Net cash flows from operating activities421–
Cash flows from financing activities
Cash was provided from:
– Proceeds from issue of units–50
Cash was applied to:
– Outflows on redemption of units–(40)
– Distributions paid to unit holders
(net of distributions reinvested)
(21)(10)
Net cash flows from financing activities(21)–
Net change in cash and cash equivalents––
Cash and cash equivalents at the beginning of the year––
Cash and cash equivalents at the end of the year––
Cash Flow Statement
FOR THE YEAR ENDED 31 JULY 2022
The accompanying significant accounting policies and notes form part of these financial statements.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
08
CONTENTS

Significant Accounting Policies
FOR THE YEAR ENDED 31 JULY 2022
a) General Information
The Fonterra Shareholders’ Fund (FSF or the Fund) is a New Zealand
managed investment scheme established to be the ‘Authorised Fund’
under Fonterra’s Trading Among Farmers scheme. It is an FMC Reporting
Entity registered under the Financial Markets Conduct Act 2013 and
its governing document is the Fonterra Shareholders’ Fund Trust Deed
(the Trust Deed) dated 23 October 2012 (as amended) and has a life of
80 years. Under the Trust Deed, the Fund may invest only in authorised
investments, which are the Economic Rights of Fonterra shares
(Economic Rights), and issue units to investors. It may not invest directly
in Fonterra shares (Shares).
The Fund is listed on the NZX Main Board operated by NZX Limited
and as a Foreign Exempt Listing on the Australian Securities Exchange
operated by ASX Limited. The activities of the Fund and the issue of units
to the public are managed by FSF Management Company Limited (the
Manager). The immediate and ultimate parent of the Fund is Fonterra
Co-operative Group Limited (Fonterra, or the Co-operative).
The New Zealand Guardian Trust Company Limited (the Trustee) acts as
the trustee for the Fund. The Economic Rights assets are held on trust for
the Trustee under the Fonterra Economic Rights Trust by Fonterra Farmer
Custodian Limited (the Custodian). The trustees of the Fonterra Farmer
Custodian Trust also hold one unit known as the Fonterra unit.
The registered office of the Manager is 109 Fanshawe Street, Auckland
Central, Auckland 1010, New Zealand.
The financial statements were authorised for issue by the Manager on
21 September 2022.
Fonterra financial statements
Investors are encouraged to read the financial statements of Fonterra,
together with the financial statements of the Fund, given that the
performance of the Fund is driven by the performance of Fonterra.
The Fonterra financial statements can be found at www.fonterra.com
in the ‘Investors/Results & Reporting’ section.
Fonterra’s capital structure review
At a Special Meeting held on 9 December 2021, Fonterra shareholders
voted in favour of capital structure related amendments to Fonterra’s
Constitution that would give effect to the Flexible Shareholding
structure. Subsequently, on 27 April 2022 the Government announced
that it intends to amend the Dairy Industry Restructuring Act 2001
to support the Co-operative’s new structure, signalling it expects the
amendments to DIRA to pass through Parliament in the 2022 calendar
year. The Constitution amendments and new structure will come into
effect once the Fonterra Board is satisfied that any steps necessary for
implementation have been (or will be) completed. The Co-operative is
aiming to implement the new structure as soon as possible.
Since 6 May 2021 when Fonterra commenced consultation on its
capital structure review and capped the Fund, the ability for the Fund
to acquire Economic Rights and issue units to investors on a day-to-day
basis has been suspended. This remains, as a capped Fund is a feature of
the Flexible Shareholding structure that Fonterra shareholders voted in
favour of at the Special Meeting on 9 December 2021.
The Flexible Shareholding structure caps the overall Fund size at 10%
of the total number of Fonterra shares on issue. The Fund size is currently
at around 6.7% at 31 July 2022.
On 8 June 2022 Fonterra announced that it would allocate up to
$50 million to an on-market share buyback programme, commencing
30 June 2022. At 31 July 2022 Fonterra had bought back 532,294 shares
at total cost of $1 million. The buyback has not had a material impact to
the Fund size percentage.
Units continue to be available on the NZX and ASX to buy and sell
and unit holders continue to be eligible to receive distributions.
Information about Fonterra’s capital structure review is available in
the ‘Investors/Capital Structure’ section of Fonterra’s website.
As the Fund is retained under the Flexible Shareholding structure, and
Fonterra has no current intention to buy back the Fund, these financial
statements have been prepared on a going concern basis.
Activities
The principal activity of the Fund is to acquire and hold Economic Rights
and issue units to investors to allow investors in the Fund an opportunity
to earn returns based on the financial performance of Fonterra.
Economic Rights and units
One Economic Right represents the right to receive dividends and other
economic benefits derived from a fully paid share in Fonterra. This does
not include the right to hold legal title to the share or to exercise voting
rights in Fonterra.
A unit constitutes an undivided interest in the Fund. The Fund is
designed to have the effect that each unit on issue in the Fund will
represent the Economic Right derived from a single share in Fonterra.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
09
CONTENTS

Key attributes of Economic Rights
–The right to receive a distribution equivalent to any dividend
declared by the Fonterra Board (before PIE tax, withholding tax or
other tax on distribution).
–The right to participate in other transactions in respect of Fonterra
shares such as bonus issues, rights issues or buy-backs.
–The right to share in any surplus on liquidation of Fonterra.
Key rights and restrictions of unit holders
–Unit holders will be entitled to have passed through to them an
amount equal to any dividend payable in relation to a share in Fonterra
(less any PIE tax, withholding tax or any other adjustments for tax in
relation to that unit holder).
–If Fonterra reconstructs or adjusts its shares, an equivalent
reconstruction or adjustment will be made in respect of units.
–If Fonterra makes bonus issues or rights issues of shares to its
shareholders, corresponding issues of units will be made to unit
holders.
–If there is an offer to acquire shares held by the Custodian, the Fund
will seek instructions from unit holders as to whether the offer should
be accepted. If a unit holder directs the Fund to accept the offer, the
Fund will redeem units from such unit holder and accept the offer for
shares in proportion to that direction. The amount received from the
sale of the shares will be paid by the Fund to the unit holder.
–Unit holders are entitled to attend and vote at unit holder meetings
and to elect three Directors of the Manager of the Fund. The
additional two Directors of the Manager of the Fund are appointed
by Fonterra.
–Unit holders do not have any right to attend or vote, or request
the Custodian to attend or vote, at any meeting of Fonterra farmer
shareholders.
Key rights of the Fonterra unit holder
The Trust Deed cannot be amended without the prior approval of
the holder of the Fonterra unit if that amendment would change the
governance structure of the Board of the Manager, the scope and role
of the Fund, the exchange mechanism for units and Economic Rights
and the individual Fund size restrictions.
In other respects, the holder of the Fonterra unit has the same rights
as any other unit holder.
b) Basis of Preparation
These financial statements comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and have been
prepared in accordance with Generally Accepted Accounting Practice
(GAAP) applicable to for-profit entities. These financial statements
also comply with International Financial Reporting Standards (IFRS).
These financial statements are prepared on a historical cost basis,
except for Economic Rights and amounts attributable to unit holders
which have been measured at fair value.
These financial statements are presented in New Zealand dollars ($),
which is the Fund’s functional and presentation currency, and rounded
to the nearest million, except where otherwise stated.
The same accounting policies are followed in these financial
statements as were applied in the financial statements for the year
ended 31 July 2021.
The preparation of financial statements requires the Manager to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
Revisions of accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected.
The judgement that has the most significant effect on the amounts
recognised in the financial statements relates to the valuation of the
Economic Rights of Fonterra Shares. The valuation approach used for
the Economic Rights is described in Note 1.
c) Operating Segments
The Fund’s investments only include Economic Rights assets and the
Fund’s performance is evaluated on an overall basis. Therefore, the Fund
is a single-segment entity.
All of the Fund’s income is from investments in the Economic Rights.
The internal reporting provided to the Board of the Manager, which is
the Fund’s chief operating decision maker, for the Fund’s assets, liabilities
and performance is prepared on a consistent basis with the measurement
and recognition principles of NZ IFRS. The Board of the Manager reviews
the Fund’s internal reporting in order to assess the performance and
position of the Fund.
Significant Accounting Policies (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
10
CONTENTS

d) Dividend Income
Dividend income from investments in Economic Rights is recognised
in profit or loss on the date that the right to receive payment of
the dividend is established, when it is probable that the economic
benefits will flow to the Fund and the amount of the dividend can be
reliably measured.
e) Distributions to Unit Holders
Distributions payable to unit holders are recognised in profit or loss as
finance costs in the period in which they are declared by the Board of
the Manager.
f ) Financial Assets and Financial Liabilities
A financial asset or liability is recognised when the Fund becomes a party
to the contractual provisions of the asset or liability (i.e. trade date).
Financial assets are derecognised if the Fund’s contractual rights to the
cash flows from the financial assets expire or if the Fund transfers the
financial asset to another party without retaining control or substantially
all risks and rewards of the asset. Financial liabilities are derecognised if
the Fund’s obligations specified in the contract expire or are discharged
or cancelled.
Economic Rights of Fonterra shares
The Economic Rights of Fonterra shares are measured at fair value.
Changes in fair value are recognised as investment income or expense
in profit or loss. The Economic Rights are a current asset.
Amounts attributable to unit holders
The Fund has an obligation to repurchase units from Farmers, the
Registered Volume Provider and Fonterra, therefore the amounts
attributable to unit holders is a financial liability. It is presented as a
financial liability because it does not meet the limited set of criteria
that would allow it to be presented as equity. The amounts attributable
to unit holders is a current liability.
The Fund manages its amounts attributable to unit holders on a fair
value basis. Therefore, the Fund has elected to measure the amounts
attributable to unit holders at fair value. Changes in fair value are
recognised as finance costs in profit or loss.
g ) Tax
The Fund has elected to be a ‘foreign investment variable-rate Portfolio
Investment Entity’ for New Zealand income tax purposes. Due to this
election, income is effectively taxed in the hands of the unit holders and
therefore the Fund has no tax expense, current tax payable or deferred
tax assets or liabilities.
The Fund will attribute PIE income (being Fonterra dividends) to unit
holders and pay tax on that income at each relevant unit holder’s
nominated prescribed investor rate (PIR), being their applicable tax rate,
subject to the option to apply the non-resident withholding tax rules in
respect of Notified Foreign Investors. When the Fund receives Fonterra
dividends the Fund will retain an amount from dividends distributed to
a unit holder to satisfy the PIE (or withholding) tax liability in relation
to that unit holder and pay amounts owing direct to the IRD. It is not
anticipated that the Fund will have a PIE tax loss or excess tax credits
which will be attributed to unit holders.
h) New Standards and Interpretations
Standards issued but not yet effective
No new or amended standards and interpretations that became effective
for the year ended 31 July 2022 have had a material impact to the Fund.
Significant Accounting Policies (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
11
CONTENTS

Notes to the Financial Statements
FOR THE YEAR ENDED 31 JULY 2022
1 Financial Risk Management
The Fund was primarily established to invest in Economic Rights and
issue units to investors. As such its only investment comprises of
Economic Rights. Through the holding of this investment and issuing
units to unit holders, the Fund has limited net exposure to market price
risk and liquidity risk. The Fund has no direct exposure to interest rate,
foreign exchange or credit risk. The risk management policies employed
by the Fund are discussed below.
Market price risk
Market price risk is the risk that the value of an instrument will fluctuate
as a result of changes in market prices, whether caused by factors
specific to an individual instrument, its issuer or factors affecting all
instruments traded in the market.
The Fund’s financial instruments primarily comprise of investments in
the Economic Rights and amounts attributable to unit holders which
are both carried at fair value with fair value changes recognised in profit
or loss. Both of these instruments are exposed to market price risk.
Any change in the market price of the units will result in an equal and
opposite change in the market price of the Economic Rights. Hence,
no impact on profit or loss in the Statement of Comprehensive Income
is expected due to changes in market prices.
Liquidity risk
Liquidity risk is the risk that the Fund will not be able to meet its financial
obligations as they fall due. The Fund is not exposed to cash redemptions
and only certain parties are permitted to redeem their units. Where
permitted parties redeem units, the Fund will transfer one Economic
Right for each unit redeemed to meet the redemption. Unit holders will
not otherwise have the ability to redeem their units or exchange them
for Shares. Hence, the Fund does not have significant liquidity risk.
Financial instruments fair value
The Fund measures the Economic Rights and amounts attributable
to unit holders at fair value.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants
at the measurement date.
The Fund uses the following fair value hierarchy that reflects the
significance of the inputs used in making the measurements:
–Level 1: Quoted price (unadjusted) in an active market for an
identical instrument.
–Level 2: Valuation techniques based on observable inputs, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
This category includes instruments valued using: quoted prices in
active markets for similar instruments; quoted prices for identical
or similar instruments in markets that are considered less than active;
or other valuation techniques for which all significant inputs are
directly or indirectly observable from market data.
–Level 3: Valuation techniques using significant unobservable inputs.
The Fund has no Level 3 instruments.
The Fund’s amounts attributable to unit holders is a Level 1 instrument
as the unit price is quoted on the NZX Main Board, which is considered
to be an active market. The Manager considers market prices to be the
most representative measure of fair value as they are used by market
participants as a practical expedient for fair value measurement.
Where there is a bid and ask price, the Fund uses the price within
that range that is most representative of fair value. Where the last
traded price is within that range, the Fund uses the last traded price as
fair value. Where the last traded price falls outside that range the Fund
uses the mid-point between the bid and ask prices.
The market is monitored on an on-going basis to confirm that it remains
active for the purposes of establishing fair value.
Economic Rights are Level 2 instruments as Economic Rights are not
listed and there is no active market for Economic Rights assets. Economic
Rights are valued using the quoted price of units (which are considered
to be a materially comparable instrument) in the Fund listed on the NZX
Main Board. The validity of assumptions relating to the comparability
between a unit and an Economic Right has been considered in the
context of Fonterra’s capital structure review and remains appropriate.
There have been no transfers between the categories in the fair value
hierarchy during any of the periods presented.
Capital risk management
The Fund manages its amounts attributable to unit holders as capital,
notwithstanding that amounts attributable to unit holders is classified
as a financial liability.
Prior to 6 May 2021, when the Fund was capped, the amount of unit
holders’ Funds could change on a daily basis as the Fund was subject
to the issue and redemption of units at the discretion of Fonterra, the
Registered Volume Provider, and Fonterra farmer shareholders.
To manage the stability of the Fund, Fonterra established a Fund Size
Risk Management Policy which requires that the number of units on
issue remain within specified limits and that, within these limits, the
number of units is managed appropriately.
Since the Fund was capped on 6 May 2021, Fonterra has not needed
to actively manage the Fund size other than to redeem units at the
discretion of Fonterra farmer shareholders.
As at 31 July 2022, the Actual Fund Size relative to total Fonterra shares on
issue is below the target range specified in the Fund Size Risk Management
Policy. Fonterra has taken no specific actions to address this.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
12
CONTENTS

2 Economic Rights of Fonterra Shares
The Economic Rights are held on trust for the Fund by the Custodian under the Fonterra Economic Rights Trust.
31 JULY 202231 JULY 2021
Value of Economic Rights ($ million)324402
Number of Economic Rights1 0 7, 4 1 7, 3 2 2107,420,162
The Economic Rights are measured at fair value, calculated as the number of Economic Rights held multiplied by
the established fair value for each Economic Right.
$ MILLION
31 JULY 202231 JULY 2021
Opening value of Economic Rights 402400
Movements:
Purchase of Economic Rights¹–51
Sale of Economic Rights–(40)
Revaluation of Economic Rights(78)(9)
Closing value of Economic Rights324402
1 Purchase of Economic Rights does not include any Economic Rights acquired in conjunction with Fonterra’s Dividend Reinvestment Plan
(31 July 2021: $0.6 million).
3 Amounts Attributable to Unit Holders
31 JULY 202231 JULY 2021
Value of amounts attributable to unit holders ($ million)¹324402
Opening number of units on issue²107,420,162104,581,516
Movements:
Number of units issued³–11,794,492
Number of units redeemed (2,840)(8,955,846)
Closing number of units on issue1 0 7, 4 1 7, 3 2 2107,420,162
1 The amounts attributable to unit holders is measured at fair value, calculated as the number of units on issue multiplied by the unit market price at
31 July 2022 of $3.02 (31 July 2021: $3.74).
2 Included in the total number of units is one Fonterra unit, held by the Fonterra Farmer Custodian Trust, which was issued at inception of the Fund.
3 No units have been issued under the Distribution Reinvestment Plan for the year ended 31 July 2022 (31 July 2021: 145,300 units with a value of
$0.6 million).
Notes to the Financial Statements (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
13
CONTENTS

4 Reconciliation of Net Cash Flow from Operating Activities to Profit
$ MILLION
31 JULY 202231 JULY 2021
Reconciliation of profit for the year to net cash flows from
operating activities
Profit for the year––
Adjustments for:
– Fair value loss on revaluation of Economic Rights of
Fonterra shares
789
– Net decrease in fair value of amounts attributable to
unit holders
(78)(9)
– Distributions to unit holders2111
– Non-cash dividend income–(1)
Changes in assets:
Net purchase of Economic Rights of Fonterra shares–(10)
Net cash flows from operating activities21–
5 Net Assets per Security
As at 31 July 2022, the net assets per unit on issue was $3.02 (31 July 2021: $3.74).
6 Commitments and Contingent Liabilities
The Fund has no material commitments or contingent liabilities as at 31 July 2022 (31 July 2021: nil).
7 Related Parties
FSF Management Company Limited
FSF Management Company Limited is the Fund’s Manager whose sole role is to manage the Fund and its property
as a passive investment vehicle under the Trust Deed. Under the Trust Deed, the Manager is not entitled to any
fees in respect of its services.
Key Management Personnel
Key Management Personnel (KMP) are those people with the responsibility and authority for planning, directing
and controlling the activities of an entity. As the Fund does not have any employees or directors, Key Management
Personnel are considered to be the Directors of the Manager.
As at 31 July 2022 192,192 units with a value of $580,420 were held by KMP (31 July 2021: 192,192 units with
a value of $718,798). There were no changes to the number of units held by KMP during the 12 month period to
31 July 2022.
Fonterra Co-operative Group Limited
Under the Authorised Fund Contract, Fonterra provides administrative services in relation to the Fund for the
Manager and meets the operating expenses of the Fund, including the fees of the Directors of the Manager.
The Manager and the Trustee have agreed that Fonterra will meet the day-to-day operating costs of the Fund.
In addition, the Fund will use corporate facilities, support functions and services provided by Fonterra. All of these
services will be provided at no cost to the Fund.
There are some costs that will not be covered by Fonterra. These principally relate to circumstances where the
Manager has breached certain obligations or seeks to bring claims outside the ambit of those which Fonterra has
undertaken to pay. In these circumstances, the Manager would have to seek funding from other sources. This
could include seeking a resolution of unit holders that they agree to bear the relevant costs through a deduction
from distributions that would otherwise be made by the Fund.
Notes to the Financial Statements (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
14
CONTENTS

Contract Fee for Units Scheme
Under Fonterra’s Contract Fee for Units Scheme, Fonterra provides services and financial assistance to
The New Zealand Guardian Trust Company Limited, as trustee of The Contract Fee Trust, to acquire, on market,
and hold units on behalf of Fonterra’s contract milk suppliers participating in the Scheme. The purchase of units
under the Contract Fee for Units Scheme has been put on hold from 6 May 2021 as part of Fonterra’s capital
structure review.
During the year ended 31 July 2022 on behalf of Fonterra’s contract milk suppliers participating in Fonterra’s
Contract Fee for Units Scheme, The New Zealand Guardian Trust Company Limited, as trustee:
–No units were purchased (31 July 2021: 498,163 units for $2.2 million);
–Sold 39,209 units for $0.1 million due to forfeiture (31 July 2021: 10,962 units for $0.05 million);
–No units were received from the Distribution Reinvestment Plan (31 July 2021: 8,366 units) and;
–Distributed 246,503 units to contract milk suppliers (31 July 2021: 409,586 units).
As at 31 July 2022, The New Zealand Guardian Trust Company Limited, as trustee of The Contract Fee Trust
holds 647,579 units for participating contract milk suppliers (31 July 2021: 933,291 units).
Fonterra Farmer Custodian Limited
The Fund has appointed Fonterra Farmer Custodian Limited, a subsidiary of Fonterra, to provide custodian
services. The Economic Rights are held on trust for the Trustee by the Custodian under the Fonterra Economic
Rights Trust. Custodian services are provided at no cost to the Fund.
As at 31 July 2022, the Custodian holds 107,417,322 (31 July 2021: 107,420,162) Fonterra shares on trust for
the Fund.
Fonterra (Delegated Compliance Trading Services) Limited (DCT)
DCT is a wholly owned subsidiary of Fonterra which undertakes delegated compliance trading in the Fund
on behalf of Fonterra’s farmer shareholders.
In the prior year on 9 February 2021, DCT made a net sale of 30,145 units for $0.1 million on behalf of Fonterra
Farmer shareholders participating in the 2021 season Delegated Compliance Trading Scheme. The sale or
purchase of units with the Fonterra farmer shareholders are transacted on the same day. Therefore, no units
are held by DCT on behalf of Fonterra’s farmer shareholders at the close of trading.
As part of Fonterra’s capital structure review, delegated compliance trading has been put on hold for farmers
holding a minimum of 1,000 shares. Delegated compliance trading has not been offered for the 2022/23 season.
Fund expenses
Fonterra, the Manager, the Trustee and the Custodian have entered into the Authorised Fund Contract, which
authorises the Fund to operate as an Authorised Fund and regulates the relationship between Fonterra and
the Fund.
Under the Authorised Fund Contract all expenses relating to the Fund are incurred and paid by either Fonterra or
the Manager. The costs of running the Fund include services by Fonterra for which there is no payment made, as
well as services for which the Fund contracts to third parties.
Included within the total expenses incurred and paid by Fonterra during the year ended 31 July 2022 with respect
to the Fund are the following amounts paid to KPMG, appointed as auditor of the Fund:
–Fees for the annual audit of the financial statements of $24,000 (31 July 2021: $24,000);
–Fees for the review of the interim financial statements of $10,000 (31 July 2021: $10,000); and
–Fees for other audit related services comprising agreed upon procedures for Annual Meeting voting of $4,000
(31 July 2021: $3,500).
KPMG has not provided any non-audit related services during the year ended 31 July 2022 (31 July 2021: nil).
Notes to the Financial Statements (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
15
CONTENTS

Dividends received from Fonterra
The following dividends were received during the year ended 31 July 2022 (31 July 2021: $10.6 million).
$ MILLION
DIVIDENDS
YEAR ENDED
31 JULY 2022
YEAR ENDED
31 JULY 2021
2022 Interim dividend received – 5.0 cents per Economic Right¹5.4–
2021 Final dividend received – 15.0 cents per Economic Right²16.1–
2021 Interim dividend received – 5.0 cents per Economic Right³–5.3
2020 Final dividend received – 5.0 cents per Economic Right⁴–5.3
1 This was distributed on to unit holders on 14 April 2022 and represented a cash distribution of 5.0 cents per unit. The Distribution Reinvestment
Plan did not apply to this distribution.
2 This was distributed on to unit holders on 15 October 2021 and represented a cash distribution of 15.0 cents per unit. The Distribution
Reinvestment Plan did not apply to this distribution.
3 This was distributed on to unit holders on 15 April 2021 and represented a cash distribution of 5.0 cents per unit. The Distribution Reinvestment
Plan did not apply to this distribution.
4 This was distributed on to unit holders on 15 October 2020 and represented a cash distribution of 5.0 cents per unit. The Distribution
Reinvestment Plan applied to this distribution.
8 Subsequent Events
Declaration of distribution
On 21 September 2022, the Board of Directors of Fonterra declared a dividend of 15 cents per share. Following
Fonterra’s dividend declaration, the Board of the Manager declared a distribution of 15 cents per unit for the
year ended 31 July 2022. The distribution will be paid on 14 October 2022 to the unit holders on the register at
29 September 2022.
The Distribution Reinvestment Plan does not apply to this distribution.
Changes in unit price
Units are traded on the NZX and ASX and accordingly the unit price changes regularly, including during the period
between balance date and the date these financial statements were authorised for issue. Changes in the market
price of the units result in a corresponding change in the value of the Economic Rights asset held by the Fund.
Daily unit prices are available on the NZX website.
Notes to the Financial Statements (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
16
CONTENTS

Independent Auditor’s Report
FOR THE YEAR ENDED 31 JULY 2022
Opinion
In our opinion, the financial statements of Fonterra Shareholders’
Fund (the ’Fund’) on pages 7 to 16:
i. present fairly in all material respects the Fund’s financial position
as at 31 July 2022 and its financial performance and cash flows
for the year ended on that date in accordance with New Zealand
Equivalents to International Financial Reporting Standards. We have
audited the accompanying financial statements which comprise:
– the statement of financial position as at 31 July 2022;
– the statements of comprehensive income, changes in amounts
attributable to unit holders and cash flows for the year then
ended; and
– notes, including a summary of significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe that the
audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
We are independent of the Fund in accordance with Professional and
Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(Including International Independence Standards) (New Zealand) issued
by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International
Independence Standards) (‘IESBA Code’), and we have fulfilled our
other ethical responsibilities in accordance with these requirements
and the IESBA Code.
TO THE UNIT HOLDERS OF FONTERRA SHAREHOLDERS’ FUND
Report on the audit of the financial statements
Our responsibilities under ISAs (NZ) are further described in the
Auditor’s responsibilities for the audit of the financial statements section
of our report.
Other than in our capacity as auditor we have no relationship with,
or interests in, the Fund.
Materiality
The scope of our audit was influenced by our application of materiality.
Materiality helped us to determine the nature, timing and extent of
our audit procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole. The materiality
for the financial statements as a whole was set at $3.2 million
determined with reference to a benchmark of the Fund’s total assets.
We chose the benchmark because, in our view, this is a key measure
of the Fund’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements in the
current period. The Fund only invests in Economic Rights of Fonterra
Shares (Economic Rights). The value of the Economic Rights is based on
the price of the Units in the Fund which are quoted on the NZX Main
Board. Given the nature of the Fund’s operations, we determined that
there were no key audit matters to communicate in our report.
Other information
The Manager, on behalf of the Fund, are responsible for the other
information included in the entity’s Annual Report. Other information
includes the Chairman’s report, Statutory information and Directory. Our
opinion on the financial statements does not cover any other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or
otherwise appears materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing
to report in this regard.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the unit holders as
a body. Our audit work has been undertaken so that we might state to
the unit holders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to
anyone other than the unit holders as a body for our audit work, this
independent auditor’s report, or any of the opinions we have formed.
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
17
CONTENTS

Independent Auditor’s Report (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
Responsibilities of the Manager for the
financial statements
The Manager, on behalf of the Fund, are responsible for:
–the preparation and fair presentation of the financial statements
in accordance with generally accepted accounting practice in
New Zealand (being New Zealand Equivalents to International
Financial Reporting Standards);
–implementing necessary internal control to enable the preparation
of a set of financial statements that is fairly presented and free from
material misstatement, whether due to fraud or error; and
–assessing the ability to continue as a going concern. This includes
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless they either intend to
liquidate or to cease operations or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objective is:
–to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement,
whether due to fraud or error; and
–to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs NZ will always detect
a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis
of these financial statements.
A further description of our responsibilities for the audit of these
financial statements is located at the External Reporting Board (XRB)
website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-2/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent
auditor’s report is Graeme Edwards.
For and on behalf of
KPMG
Auckland
21 September 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
18
CONTENTS

Statutory Information
FOR THE YEAR ENDED 31 JULY 2022
Twenty Largest Unit Holders
AS AT 31 JULY 2022
UNIT HOLDER
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
Accident Compensation Corporation5,154,2054.80
New Zealand Depository Nominee Limited3,409,4483.17
Citibank Nominees (New Zealand) Limited2 , 9 5 7, 4762.75
HSBC Nominees (New Zealand) Limited2,260,8912.10
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>2,189,9952.04
Craigsmore Dairy II Services Limited2,069,5081.93
Custodial Services Limited <A/C 4>1,788,7341.67
Michael Douglas Hammond & Helen Mavis Hammond & Leigh Joseph Horton770,2700.72
BNP Paribas Nominees (NZ) Limited – NZCSD707, 0260.66
Tea Custodians Limited Client Property Trust Account - NZCSD688,4170.64
Ingleton Properties Limited675,3800.63
The New Zealand Guardian Trust Company Limited6 47, 5 790.60
JBWere (NZ) Nominees Limited602,9600.56
Leo Francis Dooley & Peter John Dooley600,0000.56
FNZ Custodians Limited587,8690.55
Century Securities Limited545,0000.51
Peter Thomas Borrie & Adrienne Helen Borrie528,3040.49
Richard Wallace Shapero480,0000.45
Heathton Farms Limited4 6 7, 4 420.44
North Branch Farms Limited445,8010.42
2 7, 5 76 , 3 0 525.67
Total quoted units on issue1 0 7, 4 1 7, 3 2 1100.00
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
19
CONTENTS

Spread of Unit Holders
AS AT 31 JULY 2022
SIZE OF HOLDING
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
1 – 1,0002,7181,330,6831.24
1,001 – 5,0002,6886,718,9416.25
5,001 – 10,0007565,801,5055.40
10,001 – 100,0001,05238,171,13035.54
100,001 and over18855,395,06351.57
Total
1
7,4021 0 7, 4 1 7, 3 2 2100.00
1 Total includes the Fonterra unit (which is not quoted).
Substantial Product Holders
As at 31 July 2022 no unit holders had filed substantial product holder notices in accordance with the Financial
Markets Conduct Act 2013.
As at 31 July 2022 the Fund had 107,417,321 quoted units, and one Fonterra unit, on issue.
Holdings of Directors of the Manager
AS AT 31 JULY 2022
The following Directors of the Manager have disclosed relevant interests in units of the Fund:
DIRECTORNUMBER OF UNITS NATURE OF INTEREST
John Bruce Shewan (Chairman)9,317Trustee and discretionary beneficial interest held by
Hobson Wealth Custodian Limited
6,363Trustee and non-beneficial interest held by Hobson
Wealth Custodian Limited
4,512Power to control and exercise a right to vote and to
control the acquisition and disposal of these units held
on behalf of his wife by Private Nominees Limited
Kimmitt Rowland Ellis15,000Trustee and discretionary beneficial interest held by
Custodial Services Limited
Donna Maree Smit9,959Power to control and exercise a right to vote and to
control the acquisition and disposal of these units held
by Corona Farms Limited
Andrew Webster Macfarlane123,724Power to control and exercise a right to vote and to
control the acquisition and disposal of these units held
by Pencarrow Farm Limited
10,000Trustee and non-beneficial interest held by
Stonylea Trust
4,000Trustee and beneficial interest held by GW and MA
Macfarlane Family Trust
9,317Partner in Deebury Pastoral Partnership
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
20
CONTENTS

Interests Register
The Manager is required to maintain an interests register in which the particulars of certain transactions and
matters involving the Directors of the Manager must be recorded. The interests register is available for inspection
on request.
General disclosures of interest
During the financial year, Directors of the Manager disclosed new interests (including changes to previously
disclosed interests), or a cessation of interests (indicated in italics), in the following entities pursuant to section
140 of the Companies Act 1993:
DIRECTORNATURE OF INTEREST
John Bruce Shewan (Chairman)Director, China Construction Bank (New Zealand) Limited (ceased December 2021)
Mary-Jane DalyTrustee, Declan Marshall Trust
Trustee, Natalia Mander Trust
Chair, AIG Insurance New Zealand Limited
Director, Auckland Transport (ceased October 2021)
Chair, Earthquake Commission (ceased June 2022)
Kimmitt Rowland EllisDirector, Ballance Agri-Nutrients Limited (ceased February 2022)
Director, Freightways Limited (ceased October 2021)
Donna Maree SmitDirector, EastPack Limited (ceased May 2022)
Director and Shareholder, Fonterra Farmer Custodian Limited (ceased February 2022)
Director and Shareholder, Seven Mile Farms Limited (ceased June 2022)
Andrew Webster MacfarlaneChair, SFFF Plantain Potency and Practice Programme
Chair and Shareholder, Edgewater Resort Hotel Limited
Director and Shareholder, Deebury Lismore Limited
Trustee, Waddington Family Trust
Councillor, Lincoln University (ceased August 2021)
Specific disclosures of interest
During the financial year, no Director of the Manager specifically disclosed any transaction in which that
Director had entered into with the Manager.
NZX Trading Halts
There were no trading halts applied to the Fonterra shares and units in the Fund during the financial year
ended 31 July 2022.
Donations
No donations were made by the Fund or the Manager during the financial year ended 31 July 2022
(31 July 2021: nil).
NZX Diversity Reporting Requirements
The table below provides a quantitative breakdown as to the gender composition of the Board of the Manager as
at 31 July 2022.
SELF-IDENTIFY AS FEMALESELF-IDENTIFY AS MALE
AS AT 31 JULY2021202220212022
Directors2233
There are no Officers of the Manager.
NZX Waivers
A summary of waivers and approvals granted by NZ RegCo in relation to the NZX Listing Rules, which have been
relied upon by the Fund in the year ended 31 July 2022, can be found at www.fonterra.com in the ‘Investors/
Fonterra Shareholders’ Fund’ section under the heading ‘Exchange Waivers’.
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
21
CONTENTS

NZX Non-Standard Designation
The Fonterra Shareholders’ Fund has been granted a ‘Non-Standard’ (“NS”) designation by NZ RegCo.
This designation was granted because of the unique governance arrangements and unit holder restrictions.
ASX Listing
The Fund has an ASX Foreign Exempt Listing with ASX Limited which means the Fund is primarily regulated
by the NZX Listing Rules and is to be exempt from complying with most of the ASX Listing Rules.
Corporate Governance
Background
The Fund is a registered managed investment scheme under the Financial Markets Conduct Act 2013. The Fund
is required to have a supervisor (trustee) and a manager. The role of the trustee is to hold the economic benefit
of shares held by the Fonterra Farmer Custodian for the benefit of the trustee of the Fund. The role of the
Manager is to issue or offer units in the Fund and to manage the property of the Fund.
The Manager does not have any employees. Under the Authorised Fund Contract, Fonterra has agreed to provide
the Fund with administrative services and to meet the costs of the general business of the Fund, including paying
the fees and expenses of the Directors.
The Trust Deed defines a narrow function of the Fund which is, in summary to:
–issue units when new Economic Rights of Fonterra shares are held for the benefit of the Fund;
–redeem units when required by a farmer shareholder, Fonterra or the registered volume provider and direct
that the Fonterra Farmer Custodian transfers Fonterra shares to the farmer shareholder, Fonterra or the
Fonterra Farmer Custodian on behalf of the registered volume provider seeking that redemption; and
–not undertake other trading activities.
The Fund is to be ‘passive’, i.e., it does not actively solicit Economic Rights or the redemption of units except
for undertaking the initial supply offer.
Corporate Governance Principles
The Board’s corporate governance statement takes into consideration contemporary standards in New Zealand
and Australia, incorporating principles and guidelines issued by the Financial Markets Authority, the NZX
Corporate Governance Code 2022 (NZX Code) and the ASX Corporate Governance Council Principles and
Recommendations (ASX Principles).
This corporate governance statement adopted by the Board is current as at September 2022 and reflects the
Board’s role as a manager of a Fund with limited operational activity, which in several ways is different to the
corporate governance structure appropriate for a traditional listed company carrying on an operating business.
Given the special purpose nature of the Fund, as at 31 July 2022, the Manager has determined that a number
of the recommendations in the NZX Code and the ASX Principles are not appropriate for the Fund or are
not relevant.
In accordance with the NZX Listing Rules, the Manager has disclosed in this corporate governance statement
a summary of the corporate governance policies, practices and processes adopted or followed during the year
ended 31 July 2022 or explained why the Manager has decided to not comply with a particular recommendation
(or part thereof ) of the NZX Code.
References to ‘Board’ and ‘Directors’ in this statement are to the Board and Directors of the Manager. The Board
of the Manager has approved this corporate governance statement.
Principle 1: Code of Ethical Behaviour
Code of Conduct
The Manager has a well-established Code of Conduct that, together with the Board Charter, sets ethical standards
for each member of the Board of the Manager. The Code of Conduct guides the Directors on:
–the practices necessary to maintain confidence in the Manager’s integrity; and
–the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
22
CONTENTS

The Code of Conduct and Board Charter are available on www.fonterra.com in the ‘Investors/Fonterra
Shareholders’ Fund’ section under the heading ‘Charters and policies’ and was last reviewed in June 2022.
While the Manager has no employees, Fonterra has Whistleblower procedures in place which apply to Fonterra
employees who provide services to the Fund.
Securities Trading Policy and Standard
The Manager has adopted Fonterra’s Securities Trading Policy and Securities Trading Standard that detail the rules
for trading in units and other securities of Fonterra. The Policy and Standard are available on www.fonterra.com
and apply to Directors of the Manager and Directors, officers, employees and contractors of Fonterra in addition
to legal prohibitions on insider trading in New Zealand and Australia.
Directors’ Unit Holdings
The Independent Directors of Fonterra who are also appointed to the Board of the Manager are prohibited from
acquiring any relevant interest in units. The other Directors of the Manager may acquire units, and to the extent
any units are acquired, these acquisitions will be disclosed to the market as required by law.
Principle 2: Board Composition and Performance
Board Charter
The Board has statutory responsibilities for the affairs and activities of the Manager and the Fund.
The roles and responsibilities of the Board are set out in its Board Charter. Its roles and responsibilities include:
–monitoring the performance of the Fund and the implementation of its objectives;
–monitoring compliance with the regulatory requirements and ethical standards; and
–monitoring compliance with, and ensuring that unitholders’ interests are managed and protected in accordance
with, the constituent documents for Trading Among Farmers as they relate to the Fund.
Given the Fund’s limited operational activity, the Manager has limited discretion in respect of the day-to-day
management of the Fund. To the extent that any material exercise of discretion or other decision-making authority
is required, that discretion or authority is exercised by the Board.
The Board seeks independent professional advice when it considers that appropriate. Fonterra pays the costs of
independent professional advice in accordance with the Authorised Fund Contract.
The Board Charter is available on www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under
the heading ‘Charters and policies’.
Board Appointments
The constitution of the Manager provides for five Directors and sets out how they are appointed.
In accordance with the procedure set out in the Trust Deed, unit holders are entitled to elect three Directors
(Elected Directors) and may remove and replace any Elected Director.
The three Elected Directors must be ‘Independent Directors’ for the purposes of the NZX Listing Rules. At the
date of this statement the three Elected Directors are John Shewan, Mary-Jane Daly and Kim Ellis. One Elected
Director is required to retire at each annual meeting of the Fund. The Chair of the Board must be one of the three
Elected Directors. John Shewan is the Chair.
The remaining two Directors are appointed, and can be replaced, by Fonterra. There is no requirement as to who
the Fonterra-appointed Directors must be. While they need not be Directors of Fonterra, the current people that
Fonterra has appointed (Andrew Macfarlane and Donna Smit) are both Directors of Fonterra.
Skills required of a Director on the Board of the Manager include governance experience, preferably of a listed
entity, financial and capital markets knowledge, an understanding of co-operatives, and risk management
experience. Each Director on the Board in the 2022 year possesses these skills and experience.
The Manager has written agreements with each of its Directors.
Disclosure
Information about each Director (including experience, length of service, independence and ownership interests
and attendance at Board meetings) is disclosed below or in the ‘Our Board’ section of this annual report.
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
23
CONTENTS

Board Tenure
The graphic below shows the tenure of the current Board members including the average length of service
on the Board.
Tenure
3-6 years: 2
AVER AGE
5.6
YEARS
0-3 years: 1
9-12 years: 2
Board and Audit Committee Attendance
The table below reports attendance of Directors at Board and Audit Committee meetings during the
2022 reporting period. Board and Audit Committee meetings are held together.
Board/Audit Committee Meetings 1 August 2021 – 31 July 2022
BOARDAUDIT COMMITTEE
MEETINGSATTENDEDMEETINGSATTENDED
John Shewan3333
Kim Ellis3333
Mary-Jane Daly 3333
Donna Smit3333
Andy MacFarlane3333
In addition to the above, all members of the Board attended the Annual Meeting of unit holders, held on
13 December 2021.
Diversity Policy
Given the small size of the Board, and as Directors are either elected by unit holders or appointed by Fonterra,
the Manager has not followed recommendation 2.5 of the NZX Code and has not implemented a gender diversity
policy for the Board.
See the table under the ‘NZX Diversity Reporting Requirements’ section of this annual report, which provides a
quantitative breakdown as to the gender composition of the Board of the Manager and Officers of the Manager as
at 31 July 2022.
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
24
CONTENTS

Director Training
Directors are expected to keep themselves abreast of changes and trends in the economic, political, social
and legal climate generally. Directors are also expected to keep up to date with governance issues.
The Manager on an ad-hoc basis requests the Management of Fonterra to provide Fonterra-specific training
to remain current on how best to perform their duties as Directors of the Manager.
Performance Assessment
The Board assesses its performance against its role and the Board Charter and the performance of the Audit
Committee against the Audit Committee Charter.
Director Independence
As at 31 July 2022, the Board of the Manager comprised five Directors. The Board has considered which of the
Directors are Independent Directors for the purposes of the NZX Listing Rules and has determined that, as at
31 July 2022, John Shewan, Mary-Jane Daly and Kim Ellis are Independent Directors.
As such, a majority of the Board of the Manager are ‘Independent Directors’ for the purposes of the NZX
Listing Rules.
The factors relevant to determining whether a Director is an Independent Director are the criteria in the NZX
Listing Rules for Independent Directors, including having regard to the factors described in the NZX Code that
may impact Director independence.
Division of Roles
In accordance with the Trust Deed the Chair of the Board must be one of the three unit holder Elected Directors,
who are required to be Independent Directors.
The Manager does not have a CEO, so recommendation 2.9 of the NZX Code that the Chair and CEO must be
different people is not applicable.
Company Secretary
The Company Secretary for the Manager is currently Fonterra’s Director of Legal and has a direct line of
communication with the Chair of the Board (and by default, the Audit Committee (which is the Board)).
The Company Secretary is not paid by the Manager.
Principle 3: Board Committees
Audit Committee
The Board acts as the Audit Committee for the Fund. The Chair of the Audit Committee is the Chair of the Board.
Due to the limited nature of the Fund’s operations, the Board does not consider it necessary to comply with
recommendation 3.1 of the NZX Code to have a separate Chair for the Audit Committee.
The Board acting as Audit Committee is responsible for:
–providing oversight in relation to financial reporting and regulatory compliance; and
–reviewing financial reporting processes, internal controls, the audit process and the process for monitoring
legal and regulatory compliance.
The Manager has implemented a formal Audit Committee Charter which sets out the responsibilities of the Audit
Committee in full and establishes a framework for the Fund’s relationship with its external auditor. The Audit
Committee Charter is available at www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under
the heading ‘Charters and policies’.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor of the
Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of the external auditor
and also acts as a forum for communication between the Board and the auditor where appropriate. The Audit
Committee asks the external auditor to attend the annual unit holder meeting and be available to answer
questions relevant to the financial statements.
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
25
CONTENTS

Remuneration Committee
Given the small size of the Board and the fact the Fund has no employees, the Manager has not established a
separate Remuneration Committee and therefore has decided not to follow recommendation 3.3 of the NZX Code.
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees payable to the
Directors of the Manager.
The remuneration of the Directors of the Manager may be reviewed and adjusted from time to time.
Nominations Committee
Given the small size of the Board, the Manager has not established a separate Nominations Committee to
recommend director appointments to the Board and therefore has decided not to follow recommendation 3.4 of
the NZX Code. The Board is appointed in accordance with the Trust Deed and the constitution of the Manager.
The Board is responsible for establishing the criteria for determining the suitability of potential Elected Directors
and recommending persons suitable for appointment to the Board.
Other Committees
As recommended by recommendation 3.5 of the NZX Code, the Board considered whether it is necessary or
appropriate to have any other Board Committees as standing committees. Given the Fund’s limited operational
functions, the Board decided it was not appropriate to have any other Board committees as standing committees.
The Board subcommittee that was established by the Board in May 2021 to consider the implications of Fonterra’s
capital structure review met ten times during the 2022 reporting period, and all Independent Directors have
attended each of these meetings. The subcommittee will continue to be constituted until the implementation
of Fonterra’s Flexible Shareholding structure.
Takeovers Policy
Given the Fund cannot have any controlling interest in Fonterra, the Manager has not established protocols that
set out the procedure to be followed if there is a takeover offer for the Fund (as contemplated by recommendation
3.6 of the NZX Code).
Principle 4: Reporting and Disclosure
Continuous Disclosure
The Board aims to ensure that unit holders are informed of all major developments affecting the Fund.
Information is communicated to unit holders through NZX and ASX announcements, the Fund’s annual report
and half and full-year results announcements.
Fonterra and the Manager have entered into an arrangement to co-operate with each other and take all steps
reasonably required to ensure that information to be disclosed by either of them under the listing rules of the
Fonterra Shareholders’ Market, the NZX Listing Rules or the ASX Listing Rules (as the case may be) is disclosed
simultaneously to the Fonterra Shareholders’ Market, the NZX Main Board and ASX in relation to the Fund. It is
intended that where NZX, as market operator of the Fonterra Shareholders’ Market, receives information provided
by Fonterra for release under the Fonterra Shareholders’ Market, NZX simultaneously releases the information
under the code relating to the Fund. This process is intended to be automatic.
The Manager does not consider it necessary to comply with recommendation 4.1 of the NZX Code and to have
its own continuous disclosure policy. Due to the relationship between units and Fonterra shares, the majority of
continuous disclosure announcements are made by Fonterra in relation to matters affecting Fonterra and the
value of Fonterra shares (and by implication the value of units).
Website Disclosure
At present the Fund has the following documents available on www.fonterra.com relating to its governance:
–Board Charter
–Audit Committee Charter
–Code of Conduct
–Fonterra Group Securities Trading Policy and Securities Trading Standard
–Trust Deed
–A summary of key entitlements for unit holders and the Maximum Holding Restriction
–Fund Size Risk Management Policy
–Fund Prospectus and Investment Statement
–Summary of NZX Waivers
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
26
CONTENTS

Financial and Non-Financial Reporting
The Manager partially complies with recommendation 4.3 of the NZX Code in that it provides financial reporting
that is balanced, clear and objective.
Given the Fund’s limited operational functions, the Manager does not consider it necessary to comply with that
aspect of recommendation 4.3 of the NZX Code that recommends it provide non-financial disclosures annually.
Principle 5: Remuneration
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees payable to
the Directors of the Manager. During the 12 months ended 31 July 2022, Fonterra paid the following amounts
to the Directors in the form of fees:
–$80,000 per annum to the Chair of the Board; and
–$53,000 per annum to each Independent Director.
Fonterra has approved the following amounts of remuneration for the Directors, from 14 November 2022:
–$90,000 per annum to the Chair of the Board; and
–$60,000 per annum to each Independent Director.
These amounts exclude GST, where applicable.
Currently, Directors of the Manager that have been appointed by Fonterra are not paid any remuneration,
in addition to their remuneration as Directors of Fonterra, for their service on the Board of the Manager.
Neither the Manager nor Fonterra award options or provide for retirement benefits to directors. No special
exertion benefits, additional to director fees, are or will be paid without unit holder approval.
As the Manager does not have any employees, it cannot provide any golden parachutes/golden handshakes
to executives. The Manager also does not provide any special retirement allowances or the likes to
departing directors.
Remuneration Policy
Given the small size of the Board, the fact that the Fund has no employees or CEO, and in light of the
arrangements with Fonterra around director remuneration, the Manager has decided not to comply
with recommendations 5.2 and 5.3 of the NZX Code.
Principle 6: Risk Management
The Board is responsible for the risk management of the Fund, including:
–reviewing the principal risks contained in the risk profile of the Fund on an annual basis;
–ensuring that a risk management framework is established which includes policies and procedures to effectively
identify, treat and monitor principal business risks, including consideration of internal audit;
–at least annually assessing the effectiveness of the implementation of the risk management system; and
–monitoring compliance with the risk management framework.
Given the Fund’s limited operational functions, its general risk and health and safety risk profiles are limited.
The management of risks relating to Fonterra’s operations and which may affect the value of Fonterra shares and
dividends (and therefore the value of units and distributions flowed through to unit holders) is a matter for the
Board and Management of Fonterra and is beyond the control of the Manager Board. On this basis, the Manager
has decided not to follow recommendations 6.1 and 6.2 of the NZX Code.
To the extent that there are risks that specifically impact the operation of the Fund, the Board reviews the
management of those risks at quarterly intervals. Specific areas of risk reviewed are:
–Regulatory compliance
–Investor confidence
–Data security
–People (Fonterra employees responsible for day-to-day operations of the Fund)
Principle 7: Auditors
External Audit
The Audit Committee Charter provides a framework for the Fund’s relationship with its external auditor.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor of the Fund
unless Fonterra requires a different auditor. The Board of the Fund oversees the work of the external auditor and
also acts as a forum for communication between the Board and the auditor where appropriate.
Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
27
CONTENTS

Statutory Information (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
KPMG has been appointed the external auditor for three consecutive years. The lead audit partner has served
for three consecutive years.
The appointed external auditor has historically attended the annual unit holder meeting, and the lead audit
partner is available to answer relevant questions from unit holders at that meeting.
Internal Audit
Due to the nature of the Manager’s role as a manager of a Fund with limited operational activity, recommendation
7.3 of the NZX Code has not been followed and the Manager has no formal or informal internal audit functions.
Principle 8: Unit Holder Rights and Relations
Investor Centre Website
Fonterra maintains a dedicated investor webpage at www.fonterra.com under ‘Investors’. This website is an
important part of the Manager’s communication with unit holders. It contains financial information, current and
historical annual reports and presentations, dividend and distribution information and other relevant information
pertaining to the Fund. The website is freely accessible to the public and is updated regularly.
Electronic Communications
The Manager provides an Investor Relations email address which provides unit holders a mechanism by which
they can communicate electronically with the Manager on any matters relating to their investment. All unit holder-
related enquiries are provided with a response within a reasonable timeframe.
Investors who have provided the Manager with an email address will be sent annual and interim reports
electronically unless they expressly opt to receive hard copy reports and will receive other communications
electronically where requested. Unit holders are strongly encouraged to provide an email address.
Voting
Under the Trust Deed the Manager and Fonterra need to comply with the provisions of all applicable Listing Rules
before taking action affecting the rights attached to any unit.
Maximum Holding Restriction
Under the Trust Deed, no unit holder and its associates (excluding Fonterra) can hold, or have a “relevant interest”
in, more than 15% of the units on issue or 15% of the voting rights in the Fund, whichever is lower.
The Trust Deed also contains enforcement provisions to ensure compliance by unit holders with this restriction.
If Fonterra determines that a unit holder is in breach of this restriction, Fonterra may determine that the unit
holder is not entitled to vote some or all of the units it holds in breach of the restriction and can require that the
unit holder dispose of the units held in breach of the restriction. If the units are not disposed of, the Manager or
Fonterra can arrange for their disposal.
Capital Raising
As the Fund has not sought additional equity capital during the year, the Board has not needed to follow
recommendation 8.4 of the NZX Code which recommends the new equity capital raising be undertaken on a pro
rata basis.
Unit Holder Meetings
Mechanisms are in place to promote effective two-way communication with unit holders and to encourage their
participation at unit holder meetings, including:
–the Manager releasing to the NZX Main Board and ASX market announcements platform respectively all
information sent to unit holders and will comply with the NZX Listing Rules and ASX Listing Rules with respect
to unit holder communications; and
–notices of meetings, which are sent to unit holders at least 20 working days before a meeting and can be
found at www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Related
documents’.
A unit holder may raise matters for discussion or resolution at general meetings, by giving written notice to the
Manager. If the notice is received more than 25 working days before the last day on which notice of the meeting is
due, the Manager is required, at the expense of the Fund, to give notice of the unit holder proposal and to provide
the text of any proposed resolution to all unit holders entitled to receive notice of the meeting. The unit holder
proposing the resolution has the right to prepare a statement in support of the proposal to include with the notice
of meeting (clause 14.1 of the Schedule to the Trust Deed).
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
28
CONTENTS

Directory
FOR THE YEAR ENDED 31 JULY 2022
REGISTERED OFFICE OF THE MANAGER
OF THE FUND – NEW ZEALAND
109 Fanshawe Street
Auckland Central, Auckland 1010
Telephone: +64 9 374 9000
REGISTERED OFFICE OF THE MANAGER
OF THE FUND – AUSTRALIA
C/o Fonterra Australia Pty. Ltd.
Level 2, 40 River Boulevard
Richmond, Victoria 3121
Telephone: +61 3 8541 1588
DIRECTORS OF THE MANAGER
OF THE FUND
Mary-Jane Daly
Kimmitt Rowland Ellis
Andrew Webster Macfarlane
John Bruce Shewan
Donna Maree Smit
COMPANY SECRETARY
Andrew Cordner
SUPERVISOR
The New Zealand Guardian Trust Company Limited
Level 6, 191 Queen Street
Auckland Central, Auckland 1010
New Zealand
AUDITOR OF THE FUND AND THE MANAGER
OF THE FUND
KPMG
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
LEGAL ADVISERS TO THE MANAGER
OF THE FUND
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland 1010
New Zealand
SHARE REGISTRAR – NEW ZEALAND
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
Telephone: +64 9 488 8700
SHARE REGISTRAR – AUSTRALIA
Computershare Investor Services Pty. Limited
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
GPO Box 2975
Melbourne, Victoria 3000
Telephone: 1800 501 366 (within Australia)
Telephone: +61 3 9415 5000 (outside Australia)
FONTERRA SHAREHOLDERS’ FUND
ANNUAL REPORT 2022
29
CONTENTS

insightcreative.co.nz

fonterra.com

---

Page 1

Distribution Notice
Section 1: Issuer information
Name of issuer
Fonterra Shareholders’ Fund
Financial product name/description Fonterra Shareholders’ Fund Units
NZX ticker code FSF
ISIN (If unknown, check on NZX website) NZFSFE0001S5
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 29/09/2022
Ex-Date (one business day before the
Record Date)
28/09/2022
Payment date (and allotment date for DRP) 14/10/2022
Total monies associated with the
distribution
1

$16,112,555

Source of distribution (for example, retained
earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.15000000
Gross taxable amount
3
$0.15000000
Total cash distribution
4
$0.15000000
Excluded amount (applicable to listed PIEs) $0.15000000
Supplementary distribution amount Not Applicable
NOTE: FSF is a Foreign Investment Variable Rate PIE. The whole distribution is excluded income for NZ
resident investors. PIE tax (for resident investors) or NRWT (for non-residents) may be deducted at the rate
appropriate for the investor.

1
Based on the number of units on issue at the date of the form.
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of Resident
Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT. This should include
any excluded amounts, where applicable to listed PIEs.

Page 2

Section 3: Imputation credits and Resident Withholding Tax
5

Is the distribution imputed Fully imputed
Partial imputation
No imputation
If fully or partially imputed, please state
imputation rate as % applied
6

Not Applicable
Imputation tax credits per financial product Not Applicable
Resident Withholding Tax per financial
product
$-
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any) Not Applicable
Start date and end date for determining
market price for DRP
Not Applicable Not Applicable
Date strike price to be announced (if not
available at this time)
Not Applicable
Specify source of financial products to be
issued under DRP programme (new issue
or to be bought on market)
Not Applicable
DRP strike price per financial product Not Applicable
Last date to submit a participation notice for
this distribution in accordance with DRP
participation terms
Not Applicable
Section 5: Authority for this announcement
Name of person authorised to make this
announcement
Andrew Cordner
Contact person for this announcement Simon Till
Contact phone number +64 21 777 807
Contact email address Investor.relations@fonterra.com
Date of release through MAP 22/09/2022


5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is fully imputed the
imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute advice as to whether or not RWT
needs to be withheld.
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.