Notice of Annual Meeting Fonterra Co-operative Group Ltd

Fonterra Annual
Meeting 2022
Notice of Annual Meeting
of Shareholders and Explanatory Notes
10.30am on Thursday, 10 November 2022
Rotorua Energy Events Centre
Queens Drive
Government Gardens
Rotorua 3010

Contents
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING FOR 2022 1
COVID-19 Implications 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
Co-operative Council Report 5
Approval of Co-operative Council Programme and Budget 5
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 6
Welcome 6
Annual Meeting Proceedings 6
Remuneration of Directors, Co-operative Councillors and Directors’ Remuneration Committee Members 6
Appointment of Auditor 7
Ratification of Appointment of Director 8
Approval of Co-operative Council Programme and Budget 8

FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Fonterra Co-operative Group Limited
Annual Meeting for 2022
COVID-19 Implications
Fonterra intends to hold this Annual Meeting in person at the
Rotorua Energy Events Centre, Queens Drive, Government
Gardens, Rotorua.
However, due to the uncertainty relating to the COVID-19
pandemic, Fonterra may elect to hold this Annual Meeting as
a hybrid meeting (being both in person and online) or online
only meeting, depending on the COVID-19 restrictions that are
in place for Thursday, 10 November 2022. Fonterra will provide
Shareholders with as much notice as is reasonably practicable,
by way of an announcement to the NZX and an email to
Shareholders, if the meeting is to be held as a hybrid or online
only meeting.
This Annual Meeting will follow the Ministry of Health COVID-19
guidelines. This means that everyone attending the meeting
will need to comply with the current requirements in relation to
COVID-19.
Annual Meeting Documents
Each Shareholder has been sent:
• This Notice of Meeting booklet, which includes:
- Letter from the Chairman
- Notice of Meeting (including the text of the matters to be
voted on by Shareholders) (Part One)
- Explanatory Notes regarding each of the matters to be
voted on by Shareholders (Part Two)
• A Fonterra Board of Directors Election Voting Paper
• A Fonterra Board of Directors Candidate booklet
• A Fonterra Co-operative Council Voting Paper (for
Shareholders in Wards 8, 14 and 23 only)
• A Fonterra Co-operative Council Candidate booklet (for
Shareholders in Wards 8, 14 and 23 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 so that the Returning Officer
receives your vote no later than 10.30am on Tuesday,
8 November 2022.
- 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,
8 November 2022.
- 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 at the Rotorua Energy Events Centre, Queens Drive, Government Gardens, Rotorua at
10.30am on Thursday, 10 November 2022.

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FONTERRA ELECTIONS 2022 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 by appointing a proxy or
representative (who can attend the meeting in person to vote on
their behalf).
All online and postal votes must be received by the Returning
Officer by 10.30am on Tuesday, 8 November 2022.
Voting Entitlements
A Shareholder’s voting entitlement is based on their share-
backed milksolids production. Shareholders will receive one
vote for every 1,000 kilograms of milksolids supplied to Fonterra
during the season ended 31 May 2022 which is backed by shares.
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 that is
backed by shares. 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 2023 which is backed
by shares. 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 12 October 2022 as the date for determining voting
entitlements of Shareholders for this meeting.
Accordingly, those persons who are, at 5.00pm on 12 October
2022, 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, 8 November
2022.
Questions
Shareholders will be able to ask questions in person during the
Annual 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 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 the 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 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Chairman’s Letter
Kia ora Farmer Shareholders,
Our 2022 Annual Meeting will be held at the Rotorua Energy Events Centre, Queens Drive, Government Gardens, Rotorua on Thursday
10 November 2022.
At this year’s meeting Miles and I will review the Co-operative’s performance in FY22, our progress towards our 2030 strategic goals,
and discuss the outlook for FY23. 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 Scott St John; and
6. approve the Co-operative Council programme and budget.
Each of these ordinary resolutions requires more than 50 per cent votes cast in favour on it to be passed.
If you can’t attend the Annual Meeting, you can cast your vote online, by post, or by way of proxy. Further instructions on how to vote
by all of these methods can be found on the voting paper in your voting pack.
I look forward to seeing as many of you as possible in Rotorua.
Ngā mihi
Peter McBride
Chairman

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FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Fonterra Co-operative Group Limited
Annual Meeting Agenda
Below is the proposed programme for the Annual Meeting. Shareholders should note that the order may change at the discretion of the
Chairman. Shareholders should allow sufficient time to register their attendance upon arrival, prior to the start of the meeting.
10.00am - Registration
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 Mr Scott St John
Co-operative Council Report
Chairman’s Review – James Barron
Approval of Co-operative Council Programme and Budget
Resolution 6: Approval of the Co-operative Council programme and budget
Voting Paper Collection
General Business
12.30pm - Closing (approximately)

FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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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 changes to 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 changes to 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:
“That no increase of remuneration of Members of the Directors’
Remuneration Committee be approved, as recommended by the
Board.”
Appointment of Auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
To consider the appointment of KPMG as auditor of the
Company and authorisation of the Directors to fix the auditor’s
remuneration and, if thought fit, to resolve:
“To appoint KPMG as auditor of the Company until the conclusion
of the Company’s next Annual Meeting and authorise the Directors
to fix the auditor’s remuneration.”
Ratification of Appointment of Director
Resolution 5: Ratification of appointment of Mr Scott
St John
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Mr Scott St John as a
Director of the Company, under clause 12.4 of the Constitution.”
Co-operative Council Report
Chairman’s Review
Approval of Co-operative Council
Programme and Budget
Resolution 6: Approval of Co-operative Council programme
and budget
To receive and consider the Co-operative Council’s report on its
activities during the financial year ending 31 July 2022 and its
view on the alignment of Company strategy and performance to
members’ expectations and aspirations; the Milk Commissioner’s
report for the 2021/22 season (which is set out in the Co-
operative Council’s 2022 Annual Report); and the Co-operative
Council’s programme and budget for the financial year ending 31
July 2023 and, if thought fit, to resolve:
“To approve the Co-operative Council’s programme and budget for
the financial year ending 31 July 2023.”
Notice is given that the Annual Meeting of the Shareholders of Fonterra Co-operative Group Limited (“Company”) will be held
on Thursday, 10 November 2022 at the Rotorua Energy Events Centre, Queens Drive, Government Gardens, Rotorua.
Peter McBride
Chairman, on behalf of the Board
Notice of Meeting dated 17 October 2022

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FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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 August 2022 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 2021 the Committee noted that Director remuneration had
not been increased since 2017. Given this, the need to attract
and retain high quality governors and the substantial Director
workload, the Committee recommended a larger one-off
adjustment to fees. The Committee noted that smaller annual
incremental increases in remuneration would be its approach
going forward, subject to unique events such as those that
had been experienced by Fonterra in the preceding years. The
Committee recommended that the discretionary fund available
for remunerating Directors for additional workload be increased
to $150,000, to allow the People, Culture and Safety Committee
of the Board and the Chairman of the Board to remunerate
Directors appropriately.
In 2022 the Committee reviewed remuneration practices in
New Zealand and Australia. The Committee considered whether
current remuneration levels were appropriate to ensure highly
skilled directors were attracted and retained on the Board, given
the substantial Director workload. The Committee confirmed
that small incremental annual increases in fees continued
to be its preferred approach. The Committee discussed the
appropriate level of an increase in the current inflationary
environment.
The Committee noted that the utilisation of the discretionary
fund had increased in comparison to prior years. The Committee
determined that $150,000 remained appropriate for the
discretionary fund.
The Committee discussed Committee Chair remuneration. The
Committee determined that the fee for the Chair of the Audit,
Finance and Risk Committee should be increased to reflect the
significant broadening of that Committee’s responsibilities,
which now included oversight of risk.
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 $470,000 p.a. (increase of $15,000 or ~3.3%)
• Director $191,000 p.a. (increase of $6,000 or ~3.25%)
• In addition, at the discretion of the Board:
- The Chair of each permanent Board Committee may be
paid an additional $36,000 p.a., unless that person is the
Chairman of the Board, the Chair of the Audit, Finance
and Risk Committee or already in receipt of a Committee
Chair allowance (increase of $1,000 or ~2.9%).
- The Chair of the Audit, Finance and Risk Committee may
be paid an additional $50,000 p.a (an increase from the
standard permanent Board Committee Chair allowance).
• 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 People, Culture and
Safety 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 (no
change).
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.

FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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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 August
2022 to consider, and recommend to Shareholders, the form
and amount of the remuneration to be paid to Co-operative
Councillors.
In 2021 the Committee noted that Councillor remuneration had
not been increased since 2017. The Committee also noted the
2020 Review of the Co-operative Council, and in particular, the
recommendation regarding the remuneration of the Council
Chair. As such, the Committee determined that a larger one-off
adjustment was appropriate. The Committee noted that smaller
annual incremental increases in remuneration would be its
approach going forward, subject to unique events such as those
that had been experienced by Fonterra in the preceding years.
In 2022 the Committee considered Councillor remuneration,
noting that small incremental annual increases in fees continued
to be their preferred approach. The Committee considered the
Councillor’s representative role to be an important one for the
Co-operative, and that the level of the honoraria needed to
be sufficient to attract and recognise Shareholders of a high
calibre serving in that capacity. The Committee discussed the
appropriate level of an increase in the current inflationary
environment.
The Committee discussed the remuneration of the Council Chair
and determined that an increase of $10,000 would address the
2020 Review of Council recommendation, and the Council Chair
role would be subject to smaller incremental annual increases
going forward.
The Committee reviewed with the Chair of the Co-operative
Council the allocations made from the discretionary pool in
the prior year, and was 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 $120,000 p.a. (increase of $10,000 or ~9.09%)
• Councillors $38,500 p.a. (increase of $1,000 or ~2.67%)
• 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; 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 (removal of the $17,500 limit per person).
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 was last increased in 2021. The Board
recommends no change be made in 2022.
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. (no change)
• Member $1,500 p.a. (no change)
Furthermore, members of the Directors’ Remuneration
Committee are entitled to be paid for reasonable expenses
incurred in connection with the business of the Committee,
in line with the policy for remuneration of Directors and
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 2022.
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.

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FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Ratification of Appointment of Director
Resolution 5: Ratification of appointment of
Mr Scott St John
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 Scott St John was appointed by the Board in 2016 and
reappointed in 2019, in accordance with clause 12.4 of the
Constitution and his appointment is required to be ratified by
Shareholders at the 2022 Annual Meeting.
The Fonterra Board has determined that Mr Scott St John
qualifies as an independent Director.
Mr St John’s 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 Scott St John
Mr St John was appointed to the Fonterra Board in 2016.
Mr St John was the CEO of First NZ Capital (FNZC) for 15 years,
stepping down from that role in early 2017. He is the Chair of
Fisher and Paykel Healthcare and serves on the Board of ANZ
Bank New Zealand, Mercury NZ Limited and NEXT Foundation.
Mr St John served on the Council of the University of Auckland
from 2009 to 2021, including as Chancellor from 2017 to
2021. His other previous roles have included Chairman of the
Securities Industries Association, and membership of both
the Capital Markets Development Taskforce and the Financial
Markets Authority Establishment Board.
Approval of Co-operative Council
Programme and Budget
Resolution 6: Approval of Co-operative Council programme
and budget
Under this item of business the Chair of the Co-operative
Council will, in accordance with the requirements of the
Company’s Constitution:
• report on the activities undertaken by Council during the
financial year ending 31 July 2022;
• report Council’s view on the alignment of the Company’s
strategy and performance to members’ expectations and
aspirations;
• present the Milk Commissioner’s report; and
• present Council’s programme and budget for the current
financial year to Shareholders for approval.
The Co-operative Council seeks Shareholder approval for
a budget of $2.220 million for operating costs for FY23
and $815,000 for other costs contributed to or met by the
Co-operative Council, giving a combined total of $3.035 million,
as summarised on the next page:

FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
9
FY22 Budget
$000
FY22 Actual
$000
FY23 Budget
$000
Co-operative Council operating costs:
Councillor honoraria (refer Resolution 2 for amounts), and Council staff salaries
and associated costs
1,800 1,6731,775
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
235121215
Communications – including Annual Report design and print121011
Councillor Ward meetings – including travel and catering71017
Councillor training and development – including course/facilitator costs, and
new Councillor introduction programme
501635
Insurance and IT costs – including Councillor liability insurance and staff
information technology costs
433742
External analyst support:
- Financial
- Letter of Members’ Expectations survey
12569125
Capital structure review costs:
- Accommodation and travel for Council meetings, travel for farmer meetings
- Independent legal and analytical support
25
125
4
103
0
0
Total Co-operative Council operating costs2,4222,0432,220
Other costs contributed to or met by the Co-operative Council:
Connection
Understanding Your Co-operative Programme
Governance Development Programme
180
140
81
152
230
165
Guardianship
Fonterra Director election:
- Returning Officer costs
- Director candidate meetings
- Independent Selection Panel and secretariat, independent agent and
candidate interview expenses
- Printing and mailhouse costs
Professional Services - Milk Commissioner costs, fees and other costs relating to
the Co-operative Council appointees to the Milk Price Panel, legal costs
130
40
135
15

152
125
0
112
24
101
125
40
130
25
100
Total other costs contributed to or met by Council792595815
Combined Total3,2142,6383,035

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FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Budget
In December 2021 Fonterra Shareholders approved a budget of
$3.214 million for FY22 of which $2.638 million (82%) was utilised.
Material variations between FY22 budgeted and actual
expenditure, and FY22 actual expenditure and FY23 budgeted
expenditure are explained below:
• Councillor honoraria and staff costs: The FY23 budget
allows for the appointment of one Additional Councillor,
the honoraria increases recommended by the Directors’
Remuneration Committee (which are subject to Shareholder
approval, refer Resolution 2), and increases in Council staff
remuneration as recommended by Fonterra.
• Co-operative Council meetings: During FY22 only three of
the five planned meetings were able to be held in person,
and a number of Councillors had to join those meetings by
conference call, due to Covid-19 restrictions. During FY23
Council plans to meet in person for the release of each
quarter’s results and at the 2022 Annual Meeting.
• Councillor Ward meetings: For FY22 this shows budgeted
and actual costs of the twice-yearly Councillor led meetings
across all Wards. For FY23 this includes the costs of these
meetings and all other Councillor Ward engagements
(currently these are allocated to Council meeting expenses).
• Councillor training and development: The FY22 budget
made allowance for all Councillors to undertake externally
facilitated training and development at each in person
Council meeting. Covid-19 related restrictions impacted
Council’s meetings and as a result some of the planned
sessions could not be delivered. The FY23 budget makes
allowance for targeted relevant training and development.
• Insurance and IT costs: FY22 insurance cost increases were
less than expected. Further cost increases are anticipated in
FY23.
• External analyst support: In FY22 Council decided it would
not conduct members’ expectations focus groups as well
as the survey, and financial analyst support costs were less
than expected. For FY23 allowance has been made for focus
groups and the usual level of financial analysis support.
• Understanding Your Co-operative Programme: Three events
were planned for FY22. Due to Covid-19 restrictions only
one Programme could be held in Auckland and one smaller
regional event was held in Taupo. The FY23 budget allows for
three Auckland-based Programmes and two regional events.
• Director election: The Director candidate meetings planned
for late 2021 were not held due to Covid-19 challenges at the
time and as the only candidates for the three vacancies were
the three incumbent directors required to retire by rotation.
Candidate meetings are planned for the 2022 Director
election.
• Professional expenses: During FY22 legal costs, search
agent costs relating to the appointment by Council of a new
member to the Milk Price Panel and Milk Commissioner
related costs were less than budgeted.
Work Programme
Council’s work programme for FY23 includes the following key
workstreams:
Connection
• Foster members’ 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 including in the 2023 Letter of Members’
Expectations
• 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
• Consult with the Board on the terms of the Flexible
Shareholding Risk Management Policy
• Submit on behalf of members on the Dairy Industry
Restructuring (Fonterra Capital Restructuring) Amendment Bill
• With the Board, review and refresh (as necessary) the
Co-operative Philosophy including the Co-operative
Principles and promote greater member understanding
• Manage the Director election in consultation with the
Board, appoint the Returning Officer, and jointly with
the Board appoint the Independent Selection Panel that
assesses candidates who choose to stand for election as
Independently Assessed Candidates
• 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
• 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
• Report to members Council’s view on the extent to which
members’ expectations are being met
• Represent members’ interests in relation to Milk Price
Manual changes and governance.
Council will report to members at least quarterly, including
through its Quarterly Updates, Annual Report and at the 2023
Annual Meeting.

FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
11
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12
FONTERRA ELECTIONS 2022 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
THIS PAGE INTENTIONALLY LEFT BLANK

If undelivered please return to:
The Returning Officer
Fonterra Elections 2022
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, 8 November 2022.
• 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 Tuesday, 1 November 2022.
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, 8 November 2022.
FONTERRA ANNUAL MEETING 2022
Combined Annual Meeting
Voting / Proxy Paper
FONTERRA ANNUAL MEETING 2022
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
PROXY APPOINTMENT CLOSES AT: 10.30AM ON TUESDAY, 8 NOVEMBER 2022
10.30am on Thursday, 10 November 2022, Rotorua Energy Events Centre, Queens Drive, Government
Gardens, Rotorua.
1
POSTAL VOTING (INCLUDING ELECTRONICALLY) – CLOSES AT
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
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, 10 NOVEMBER 2022
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.
3
BY PROXY – RECEIVED BY 10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Mr Scott St John
6
Resolution 6: Approval of the Co-operative Council programme and budget
FONTERRA ANNUAL MEETING 2022
Annual Meeting Voting Paper
FONTERRA ANNUAL MEETING 2022
Annual Meeting Proxy Paper
Use this paper to vote by post or by attending the Annual Meeting to vote in person. If voting online by way of
electronic postal vote, refer to instructions above.
10.30am on Thursday, 10 November 2022, at the Rotorua Energy Events Centre, Queens Drive, Government Gardens,
Rotorua.
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, 10 November
2022 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 Mr Scott St John
6
Resolution 6: 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, 8 November 2022.
Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.

---

Fonterra Elections 2022
Board of Directors
Candidate Profiles

KEY INFORMATION – 2022 ELECTION 1
FONTERRA DIRECTOR CANDIDATE MEETINGS AND ONLINE MEETING 2
ATTRIBUTES AND SKILLS 3
THE INDEPENDENT SELECTION PANEL 6
2022 REPORT OF INDEPENDENT SELECTION PANEL 7
PROFILES
ANDY MACFARLANE 9
ALISON WATTERS 12
MIKE FLEMING 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 – 2022 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
1
Key information – 2022 election
There are three candidates:
Independently Assessed Candidates
• Andy Macfarlane
• Alison Watters
• Mike Fleming
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 8 November.
Voting entitlements
Voting entitlements are calculated on the basis of share-
backed milksolids production for each farm for the last season
(2021/2022) or, in the case of dry farm conversions and farm
amalgamations/ divisions, the estimated milksolids production
for this season which is backed by shares.
Every shareholder who is supplying milk to Fonterra this season
has one vote for every 1,000kg of milksolids which is backed by
shares.
First Past the Post voting
The Fonterra Director Election uses First Past the Post voting.
This year, each shareholder may vote in favour of up to two
candidates.
As there are more candidates than vacancies, the two
candidates with the highest number of votes will be elected to
the Board.
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 10.30am on Tuesday, 8 November 2022.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed voting papers must be received by the Returning
Officer by 10.30am on Tuesday, 8 November 2022.
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-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 and
to actively contribute to, and positively influence, Board
discussions.
(j) Ability and willingness to constructively question, challenge
and critique in an open-minded way, and offer, and respect,
diverse and alternative viewpoints.
(k) Unquestioned honesty and integrity.
See page 3 for more information.
Targeted skills
Based on the 2022 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 2022
Director election:
(a) Innovation.
(b) Sustainability.
(c) Manufacturing / Commodity Experience.
(d) Customer / Consumer.
(e) In Depth Dairy Farming.
(f) Global Experience.
(g) Technology.
See page 3 for more information.
Number of vacancies to be filled
2

2
FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
Fonterra Shareholders have the opportunity to meet and
ask questions of the Director candidates at eight meetings
throughout the country and one webinar.
Chaired by the Fonterra Co-operative Council, these meetings
provide a setting in which candidates meet with and answer
questions from Fonterra shareholders with a focus on
explaining how their governance skills and attributes meet the
requirements of the Co-operative.
The format of the meetings will be that of a panel discussion
whereby candidates are first provided an allotted time to
introduce themselves before the Chair takes questions from the
floor and moderates.
The date for the online meeting is listed below. Fonterra
shareholders can join the online meeting by registering via the
Farm Source website or the My Co-op app.
The dates and locations of the meetings are as follows:
Fonterra Director Candidate Meetings
and Online Meeting
Date Time LocationVenue
Monday 24 October 7.00pm – 9.00pmWellsfordWellsford District Community Centre, 1 Matheson Rd,
Wellsford
Tuesday 25 October11.00am – 1.00pmRotoruaRydges Rotorua (formerly Holiday Inn), 10 Tyron St,
Whakarewarewa, Rotorua
Tuesday 25 October7.00pm – 9.00pmHamiltonFMG Stadium, HLive Lounge, 128 Seddon Road, Hamilton
Wednesday 26 October11.00am – 1.00pmHaweraTSB Hub, Southern Lounge, Camberwell Road, Hawera
Wednesday 26 October7.00pm – 9.00pmDannevirkeDannevirke Sports Club, 298 High St, Dannevirke
Thursday 27 October10.00am – 12.00pmRangioraRossburn Receptions, 17 Spark Lane, Rangiora
Thursday 27 October7.00pm – 9.00pmGoreCroydon Lodge (formerly Heartland Hotel),
100 Waimea St, Croydon
Friday 28 October11.30am – 1.30pmAshburtonHotel Ashburton, 11/35 Racecourse Rd, Allenton, Ashburton
Monday 31 October7.00pm – 9.00pmOnlineOnline Meeting

FONTERRA ELECTIONS 2022 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 the
core requirements, and you should consider them carefully as you will be asked to show how you are able to deliver on each
attribute.
(a) Understanding of and commitment to the highest standards of governance including an understanding of the collective
group decision making processes adopted by the Fonterra Board.
(b) Understanding of and empathy with the Co-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 and to actively contribute to, and positively influence, Board
discussions.
(j) Ability and willingness to constructively question, challenge and critique in an open-minded way, and offer, and respect,
diverse and alternative viewpoints.
(k) Unquestioned honesty and integrity.
Targeted skills
Based on the 2022 Skills Matrix (see page 5), the
Board’s current priorities, and the external operating
environment, the Board has provided the following skills
to be targeted in the 2022 Director Election:
(a) Innovation.
(b) Sustainability.
(c) Manufacturing / Commodity Experience.
(d) Customer / Consumer.
(e) In Depth Dairy Farming.
(f) Global Experience.
(g) Technology.
In 2022 the Board has given particular consideration to
the skills needed to effectively govern the organisation
as Fonterra works towards achieving its long term
strategy and 2030 targets. After this consideration the
Board has decided to prioritise a group of the targeted
skills that align with its strategic choices, this group of
prioritised skills is as follows: innovation, sustainability,
manufacturing/commodity experience and customer/
consumer.
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 above) 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.

4
FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
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 Matrix (described on page 5) 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, and should never show that all skills are currently being
delivered. The Board Skills List (described on the right) shows
a balanced mix of skills related to the current requirements of
the Co-operative, which will continue to be enhanced to match
Fonterra’s future requirements.
A Director needs to demonstrate each of the attributes but
does not need to be able to demonstrate each of the skills. The
key requirement for a Director is that they are able to meet
the governance requirements at the level required for our
Co-operative. From time to time, we will identify particular
skills that may be needed on the Board. Prospective candidates
should not see the full list of skills or any particular set of skills
as a pre-requisite or as eligibility requirements but rather as
some of the things to take into account in considering if they
would meet the overall requirements for a Fonterra Director.
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).
Skill Category Definition
In Depth Dairy Farming
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
A strong understanding of what drives Fonterra’s milk price and of the profit drivers of the
Co-operative.
Financial Acumen
Strong financial skills and knowledge gained through business management, or as a highly
experienced auditor, or a functional expert in a senior financial position.
Risk Management
Senior level experience in, or governance of, organisations that have significant risk
management and control frameworks including health and safety, cybersecurity and climate
related risks.
Manufacturing / Commodity
Experience
Experience at a senior executive or governance level in a commodity/manufacturing business.
Customer / Consumer Experience
Senior level executive or governance experience in a customer-oriented, business to business
(B2B), retail or consumer goods company with significant local, regional or global brands.
Effective Leadership
Senior executive or governance experience in leadership roles including strategy oversight,
stakeholder management and people leadership, including experience in environments that
value and demonstrate diversity of thinking and approach.
Global Experience
Deep understanding of international issues and the macro-political and economic environment,
through experience working in multiple geographies, and a proven global mindset.
Technology
Knowledge and experience in the governance, strategic use and risk management of technology
including information systems, transforming and disruptive technologies and cyber risk.
Sustainability
Commitment to and a strong understanding of sustainability including the management of
social, environmental and economic factors and their contribution to long-term value creation.
Innovation
Experience in, or a strong understanding of, research and development and applied innovation,
including in relation to nutrition science.

FONTERRA ELECTIONS 2022 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 2022.
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.
2022 Skills Matrix and Targeted Skills
Targeted skillsAggregated Skills of Existing Fonterra Board
In Depth Dairy Farming
Customer / Consumer Experience
Manufacturing /
Commodity Experience
Innovation
Sustainability
Technology
Global Experience
In Depth Dairy Farming
Technology
Manufacturing / Commodity Experience
Financial Acumen
Innovation
Effective Leadership
Dairy Industry / Understand Value Drivers of Milk Price / Profit
Sustainability
Customer / Consumer Experience
Risk Management
Global Experience
Remaining BoardDirectors Retiring by RotationDesired skill levelRequired skill level
Director Tenure
Remaining BoardDirectors Retiring by Rotation
Years on the Board at conclusion of 2022 Annual Meeting
123456789
Holly
Kramer
Peter
McBride
Bruce
Hassall
Clinton
Dines
Scott
St John
Cathy
Quinn
John
Nicholls
Brent
Goldsack
Leonie
Guiney
Donna
Smit
Andy
Macfarlane

6
FONTERRA ELECTIONS 2022 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 report on each Independently Assessed
Candidate can be found with the Candidate Profile Statements
on the following pages.
Panel membership
• Tony Carter (Chair)
• Joan Withers
• Rob Campbell
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, Skin Institute and The Interiors Group. He 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 of Te Whatu Ora (Health
NZ), Chair of Environment Protection Authority, Chancellor
of Auckland University of Technology, Chair of NZ Rural Land
Limited, and Chair of Ara Ake 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 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
7
Introduction
This report sets out the 2022 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 2022 election of directors; and
• Rigorously assess and evaluate incumbent directors
standing for re-election in the 2022 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 2022 are as follows, all of whom are
appointed jointly by the Fonterra Board and the Fonterra
Co-operative Council:
• Tony Carter, Independent Chair
• Joan Withers, Independent Member
• Rob Campbell, Independent Member
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.
2022 Process Undertaken by the Panel
In August, by circular resolution, the Panel agreed 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 2022 Panel Search Brief; and
• Agree the timetable to be followed in respect of the 2022
election process.
Following review of the nominations received, and an initial
interview and reference checking process conducted by the
Panel’s independent search agent, the Panel interviewed two of
the three candidates that applied under the 2022 Independent
Assessment Process, together with the incumbent director
standing for re-election who had elected to participate in the
Independent Assessment Process.
Two interviews were carried out in person and one via Zoom
because the candidate concerned was overseas during the
interview period. Time was allowed for deliberation after each
interview and following conclusion of all interviews.
During the short-listing and selection process, the Panel
undertook a rigorous assessment of each candidate’s attributes,
skills and experience relative to those identified in the 2022
Candidate Handbook published by Fonterra, with particular
regard given to the seven targeted skills identified.
The Panel considers that the interview process was conducted
in such a way that each candidate had the same opportunity to
demonstrate why their attributes and skills meant they should
be recommended by the Panel to shareholders for consideration
as a director of Fonterra.
Following the Independent Assessment Process, confidential
feedback was provided to all candidates who participated in the
process.
The incumbent director who is eligible for re-election this year,
Andy Macfarlane, confirmed he would stand for re-election in
the 2022 election process.
2022 Report of Independent Selection Panel

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FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
The Panel unanimously selected two additional intending
candidates to put forward to Shareholders for election – Alison
Watters and Mike Fleming.
To assist Shareholders when deciding which candidates to vote
for in the 2022 director elections, the Panel has prepared an
assessment summary of the incumbent director standing for
re-election and the two additional intending candidates put
forward by the Panel, relative to the skills and attributes set
out in the 2022 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 the Panel interviewed Mike Fleming with whom Rob
Campbell has an association through NZ Rural Land Company
Limited. Rob Campbell is the Chair of NZ Rural Land Company
Limited and Mike Fleming has an association with that company
through Fortuna Group Limited, of which Mike is the Chair.
Notwithstanding this association, the Panel is confident that
its assessment of each Independently Assessed Candidate
during the 2022 Independent Assessment Process was based on
merit and was not influenced by any prior or current business
relationship with any Panel members.
Tony CarterJoan WithersRob Campbell
Yours faithfully
Independent Selection Panel

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
9
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 432 3964
Email: andy@macfarlane.nz
Andy MACFARLANE
Independent Selection Panel (ISP) Assessment - Incumbent Director
Andy Macfarlane is standing for re-election to the
Fonterra Board, having completed a five-year tenure
after joining the Board in November 2017. He has been
a farm management consultant for 38 years and formed
Macfarlane Rural Business Limited with partners in 1997.
With the support of his wife Tricia, and in partnership with
his brother and sister-in-law, he started farming in 1989,
and completed the family’s first dairy conversion soon
afterwards. Andy purchased his first dairy co-op shares in
1990.
The Macfarlane’s farming interests encompass multiple
equity partnerships. The family lives near Ashburton
on ‘Pencarrow Farm’ which has a high profile for its
environmental record.
Andy has been active in Governance since the 1990s,
and serves as a director of ANZCO Foods Limited. He is
a past President of the New Zealand Institute of Primary
Industry Management (responsible for New Zealand Rural
Professionals), was Chair of Deer Industry New Zealand
for seven years, a director of AgResearch for six years,
and served on the board of Ngāi Tahu Farming. Andy
continues as a director of Edgewater Resort Hotel Limited
in Wanaka.
Andy was a founding partner in Agricom and has been
active in forming equity partnerships utilising commercial
property, which have served as a useful succession
planning and risk management tool for farmer investors.
Panel’s assessment of Andy’s capabilities relative to
2022 attributes:
The Panel appreciated that as an incumbent Fonterra
director and in his track-record serving in other larger-
scale board roles, Andy had demonstrated a commitment
to the highest standards of governance. During his five-
year tenure, he has had the opportunity to acquire an
extensive understanding of the decision-making process
of the Fonterra Board and contribute to constructive,
collective dialogue. As such, the Panel judged his
governance level, understanding of the Co-op and its
commercial and economic framework as extensive. The
Panel noted that he clearly demonstrated an increased
maturity in his understanding of the Co-op since his
previous election process three years ago.
Panel members also acknowledged the breadth of his
board experience, noting the relevancy of his governance
of other agricultural and primary industry organisations
and also those in science and education. They were also
assured of the solidity of his strategic thinking capability
and critical thinking skills. Despite pandemic travel
restrictions, it was noted that Andy had still maintained a
well-developed global perspective since his last election
and has already resumed a schedule of international
conference attendance in his Fonterra role, along with
some self-funded, professional fact-finding trips.
It was further acknowledged that his Fonterra tenure has
afforded him a true understanding of the commitment
required by Shareholder Elected Directors which Andy
had proactively responded to by effectively managing his
capacity and commitments.
Panel’s assessment of Andy’s capabilities relative to
2022 skills:
In terms of the priority skills for 2022, the Panel viewed
Andy’s commitment to innovation and sustainability
as strong and long-standing, noting the environmental
awards won by his own family farm and his work in the
development of sustainability strategies in his wider
board roles, including at Ngāi Tahu Farming. He had some
understanding of the value of technology in this context.
His understanding of manufacturing and commodities was
also deemed to be very strong, thanks to both his Fonterra
experience and a number of years advising and governing
the multinational exporter ANZCO. The Panel was also
satisfied that he had developed his understanding of
channels to market in the customer context, thanks in
part to his international exposure and curiosity to look at
competitor business models.
His in-depth dairy farming experience was unquestioned
given his background as a ‘hands-on’ farmer and farm
consultant and his tenure on the Fonterra Board had only
deepened his knowledge of the complexity of milk price
drivers.
Whilst not being a financial specialist, Andy chairs the
Audit & Risk Committee at ANZCO and has served on
similar committees in all his board roles. Panel members
recognised his financial literacy and commercial nous,
noting that he had a solid understanding of risk.

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FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
During my 38 years of farm management consultancy
experience (Macfarlane Rural Business Limited until 2018) and
now 33 years of farming, I have realised that top food and fibre
producers cannot become top businesses without world class
processing, supply chain and marketing entities to realise best
value in global markets.
As a Lincoln University Agricultural Science graduate, it has
always been apparent to me that farmers’ natural innovation
and entrepreneurial instinct must be ‘fed’ with a continuum
of good science that they, their advisors and their processing/
marketing partners can interpret and adapt to fulfil consumer
demand.
It has only been in the last 20 years that it has become clearer
that we cannot chase production at all costs. The long-term
ability of our businesses to thrive is also dependent on being
able to lighten our footprint alongside the productivity and
profitability goals. We are therefore part of the global challenge
to get nutrition to nine billion people, significantly reduce our
footprint, increase farm and supply chain profitability so we
have funds to meet the challenge, while retaining sufficient food
access and affordability to retain global economic stability.
Collective knowledge, capital, effort and commitment is
required to achieve that objective. Global scale co-operatives
such as Fonterra are a good example of where New Zealand can
rightfully claim a leadership position on the global stage.
My lens on farming was altered in my formative advisory years
of the 1980s where we all quickly learnt there is no “right” to
farm. Equally, the privilege of earning a degree teaches us more
about how to analyse and learn. The largest value is in the
networks, peer learning and broadened perspective.
Being lucky enough to buy our first farm in 1989 heightened
my sense of risk management. I also realised that we “cannot
be green if we are in the red” and that a strong balance sheet
and cash backed profitability would be essential for long term
prosperity.
As my brother and our wives realised the power of funding
expansion and on farm development via equity partnership
models, I realised I needed more knowledge of global supply
chains and a better understanding outside the farm gate.
In 1987, with three partners, we founded ‘Agricom’ to form a
mechanism to fund development, production and marketing
of new pastoral seed varieties. Agricom is now part of PGG
Wrightston Seeds.
By 1995 I was investing in offshore education and leadership
development (International Farm Management Association,
Global Dairy Farmers, UK Institute of Agriculture Development
course, Stanford ‘Boot Camps’). These involvements have
not only given me production, manufacturing and consumer
insights in many countries, but links across the world.
My first role as Chair was for the NZ Institute of Primary
Industry Management, responsible for New Zealand’s rural
professionals. I subsequently chaired Deer Industry NZ, the
industry good body representing venison and velvet processors
alongside farm producers.
I am indebted to Sir Graeme Harrison for shoulder tapping
a relatively inexperienced governor in 2009 to be a Director
of ANZCO, one of New Zealand’s largest exporters. That
understanding of processing, further manufacturing and global
trade dynamics has also stood me in good stead with Fonterra,
but I hope it is now a two way knowledge and insight transfer. I
chair the Audit and Risk committee at ANZCO.
Along that pathway, I served 11 years as a Councillor of Lincoln
University at a particularly turbulent time for food and fibre
research and education. To compound issues, the Christchurch
earthquakes applied capital funding pressure to the Lincoln
based University and Crown Research Institutes.
Alongside six years as a Director of AgResearch, I liken the
business model disruption experience to farming in the 1980s. I
am confident the blowtorch applied has created a more resilient
and innovative education and research model with greater
collaboration between entities.
In parallel, I was initially an on-farm advisor to Ngai Tahu
Property, then a Director of Ngai Tahu Farming. That experience
of the power of Iwi capital and effort and the need to consider
and incorporate a wide variety of stakeholder views, scaled for
collective benefit, has reinforced to me that our Māori economy
has significant potential to contribute more to New Zealand’s
social, environmental and economic wealth.
Candidate Profile Statement
In summary, the Panel believed that Andy had truly
grown into his role as a Fonterra Board member and
as previously mentioned, had matured in terms of his
thinking and understanding of the Co-op’s complexities.
They recognised his deep and authentic relationships with
the shareholder base and his passion for both the Co-op
and for Kiwi farmer success.

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
11
At the other end of the food spectrum, I chair Edgewater Resort
Hotel Limited in Wanaka. It is a people intensive business
gaining daily insights into New Zealand and international
consumer preferences for food and accommodation.
In the past twelve months I have accepted the chair role for the
SFF Futures project “Plantain potency and practice”. I see low
capital, natural methods of reducing our Nitrogen and GHG
footprint as underpinning our competitive advantage, both from
a cost and environmental perspective.
It has been a privilege to be a Director of Fonterra for almost
five years. I have learnt a lot. I am still learning and I believe I
have contributed some wide knowledge and experience.
In the next three-year term I can give back even more.
I am stimulated by sharing and receiving insights with
farmers and sharemilkers. It is a privilege to visit Fonterra’s
manufacturing sites and see our teams and their customers in
offshore markets.
We are at a critical stage in our pathway to success. We can
no longer aspire to produce more milk. A strategy to produce
more profit from less milk raw material is challenging but
readily achievable. We can build a nutrition science business
to complement our food service, consumer and protein based
businesses. Fonterra has a base of manufacturing and research
capability, talent, and potentially a structure to deliver that
profitability while maintaining a high milk price and making a
major contribution to reducing New Zealand’s environmental
footprint. It will require considerable capital which we have the
scale and capability to apply.
If granted the opportunity, I hope to contribute my wide range
of long experience to solving the ‘and, and’ challenges. My track
record demonstrates I can back discussion with results.
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:
• An associated entity Kintore Farm Limited, is a supplying shareholder of the Fonterra Group, and holds 813,301 shares.
• An associated entity, Deebury Pastoral Partnership, is a supplying shareholder of the Fonterra Group, and holds 1,072,689
shares and 9,317 units. I am a Director and Shareholder of Fernside Holdings Limited, Stoneybeck Holdings Limited and
Clover Fields Limited, which are associated with Deebury Pastoral Partnership.
• An associated entity, Windwhistle Pastoral Limited, is a supplying shareholder of the Fonterra Group, and holds 127,029
shares and 2,209 units.
• An associated company, Pencarrow Farm Limited, supplies Synlait Milk Limited until 31 May 2023, when it will commence
supply to the Fonterra Group. Pencarrow Farm Limited holds 123,724 units.
• I am a trustee (non-beneficial) to Stoneylea Trust, who holds 10,000 units.
• I am a trustee to GW & MA Macfarlane Family Trust, who holds 4,000 units.
• An associated company Riverbank Farm Limited supplies Synlait Milk Limited.
• An associated entity, Deebury Pastoral Partnership, is a supplier to Synlait Milk Limited.
• I am a founding partner of Macfarlane Rural Business, but not a director or shareholder, who provides advice to farmer
suppliers of Fonterra and other dairy companies.
To the best of my knowledge and belief, the disclosure set out above are full and complete.

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FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 029 441 4022
Email: watters@farmside.co.nz
Alison WATTERS
Independent Selection Panel (ISP) Assessment - Non-incumbent Director
Alison Watters, her husband Andrew and other family,
own a 510-cow dairy unit in the Wairarapa. They are the
fifth generation to farm the family property and it is a
priority for them that their farm and the industry provides
an opportunity for their two daughters to see a future in
dairy. They were proud recipients of the NZ Sharemilker
of the Year Title in 2003 and have since supported the
development of young farmers in the industry through a
range of programmes.
As a board chair and director, Alison has more than 20
years of experience governing a range of entities including
nonprofit organisations, small and medium enterprises,
and large global commercial companies. Currently, she
is the Chair of AsureQuality, a Director of LIC, and a
Director of MetService. She has completed the Fonterra
Governance Development Programme (2015) and is a
member of the Institute of Directors.
Previously, Alison was a Technical Manager (Nutrition
and Bioactives) at Fonterra from 2006-2011, managing a
team of scientists and technologists developing specialty
ingredients for human health and well-being. In addition,
she has contributed to science within a university
setting as Head of Department, Human Nutrition and
Health Research at Massey University. As such, Alison
has in-depth experience and understanding of Research
and Development and applied innovation in relation to
ingredient development and human nutrition.
Panel’s assessment of Alison’s capabilities relative to
2022 attributes:
The Panel found Alison’s commitment to a broad concept
of high governance standards convincing and recognised
her leadership in a range of governance settings, noting
her proactive work to improve board structure and her
understanding of best practice governance. Her portfolio
has reasonable breadth.
As both a dairy farmer and a former Fonterra manager
her relationships with farmers were well-developed
and her passion and empathy for the Co-op were clear
and unquestioned. The Panel observed that she would
bring a farmer’s perspective with the knowhow of an
independent.
It was accepted that she had some knowledge of the
Co-op’s wider economic and commercial framework,
but it was noted that this would understandably, be a
developing area for her on the Board.
Her record of delivering shareholder value had been
demonstrated both through her governance roles and
previously at Fonterra where she utilised her scientific
knowledge to drive innovation and product development.
Panel members observed that it was in this role that she
acquired her most relevant global perspective during
international trips to explore different cultural and
customer needs, however, it was commented that this
would require more breadth and structure for the Fonterra
Board.
The Panel accepted that Alison had a good understanding
of the need to create more time in her busy portfolio over
the next year to take on a Fonterra directorship – one of
her more demanding roles chairing AsureQuality would be
coming to an end in October 2022, and this would assist
the capacity consideration.
Panel members were convinced of Alison’s constructive
questioning ability and assessed her strategic
thinking skills as solid. Her honesty and integrity were
unquestioned.
Overall, it was felt that Alison presented as a highly
intelligent and thoughtful potential board director with a
sound combination of essential attributes this year.
Panel’s assessment of Alison’s capabilities relative to
2022 skills:
In relation to the Priority skills, Panel members were
excited by the potential contribution Alison could offer
to the Fonterra Board in the area of innovation – a key
skillset which the Board had sought to strengthen for
some years. It was noted that she was Technical Manager
(Nutrition and Bioactives) at Fonterra for five years
between 2006 and 2011, in addition to her deep scientific
background in human nutrition. It was commented
this provided a uniquely relevant combination of skill
and appreciation of the Co-op’s opportunities and
challenges with respect to Research and Development at a
transformative time for the industry.

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
13
I am passionate about the dairy industry and my personal and
professional life has been dedicated to it. Fonterra’s ongoing
success is very important to me.
Success for Fonterra means success for dairy farming in NZ and
I am deeply committed to Fonterra’s co-operative model and the
security this brings to its farmer shareholders.
Together with my husband Andrew and other family, I own a 510
cow dairy unit in the Wairarapa. We are the fifth generation to
farm the family property and it is a priority for me that our farm,
and the industry provides an opportunity for our daughters
to see a future in dairy. The dairy industry has helped me have
a rewarding professional career and business opportunities
and I am grateful for that. We were proud recipients of the
New Zealand Sharemilker of the Year Title in 2003.
It is essential that the Co-operative and your Board continues
to focus on delivering strong financial returns, whilst respecting
shareholder capital and achieving the highest payout possible.
The Co-operative must also remain proactive in supporting
sustainable farming practices; adopting climate-appropriate
collection, manufacturing and supply chain processes; and
operating with integrity in relation to animal welfare and people
management. We need a Fonterra that farmer shareholders are
proud of, others want to join, and is sought after by talented
people who want to be part of Fonterra.
To do this, Fonterra needs strong governance, and a board that
is able to support and challenge management appropriately
to ensure Fonterra’s strategy is effectively implemented, and
farmer shareholders are rewarded for their commitment to the
co-operative.
Why I am standing?
I have all the attributes required to be a successful Fonterra
Director. I also bring a unique perspective and skill set
that matches targeted skills identified, particularly around
innovation.
• I have 20+ years experience governing a range of entities
including nonprofit organisations, small and medium
enterprises, and large global commercial companies.
Currently, I am the Chair of AsureQuality Limited, a Director
of Livestock Improvement Corporation Limited (LIC), and a
Director of Meteorological Service of New Zealand Limited
(MetService). I have completed the Fonterra Governance
Development Programme (2015), and I am a member of the
Institute of Directors.
• I was a Technical Manager (Nutrition and Bioactives) at
Fonterra from 2006-2011, managing a team of scientists
and technologists developing speciality ingredients for
human health and well-being. I have indepth experience and
Candidate Profile Statement
The Panel also noted particularly that Alison was able
to take a commercial and highly relevant approach
with respect to the monetisation of research and was
commercially pragmatic in her considerations of product
development.
Her in-depth dairy farming experience was recognised as
considerable and the Panel believed that commitment to
sustainability had been authentically demonstrated in this
context with a large investment in her own farm workforce
accommodations and other improvements to ensure the
family business was sustainable for the next generation. This
was enhanced by understanding of Environmental, Social
and Governance (ESG) in the governance context through
her board roles at AsureQuality and LIC and through her
involvement in the Horizons Dairy Leaders Group.
The Panel accepted that Alison had some understanding
and exposure to manufacturing and commodities as well
as some understanding of the interplay with the customer,
mostly through previous project work with the Fonterra
Sales and Marketing team and through governance roles
with data-driven companies. However, it was felt that
this knowledge was still somewhat limited and required
further development to maximise her contribution at the
Fonterra Board.
Alison identified financial understanding as a developing
area, although the Panel were assured that she had
acquired some knowledge and was able to understand the
fundamentals of financial statements and capital decision-
making.
Her understanding of risk was deemed to be solid with the
Panel accepting that Alison had oversight experience of
the comprehensive risk frameworks at LIC, AsureQuality
and MetService which identified strategic risks and
mitigations. She had also participated in risk workshops,
working with partners including KPMG and BDO to
improve risk understanding and awareness. It was further
noted that Alison had some experience of technology and
a growing appreciation of its applications.
In summary, Panel members took the view that Alison
presented as an impressive director candidate offering
a highly relevant and desirable skillset which would fill a
gap on the Fonterra Board. It was noted that election to
the Fonterra Board would be a big step up for her in terms
of governance scale and complexity. However, all Panel
members observed that whilst her leadership was already
strong, this had the potential to develop even further in a
board environment such as that of Fonterra.

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FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
understanding of Research and Development (R&D) and
applied innovation in relation to ingredient development
and human nutrition. I worked closely with the Fonterra
Sales and Marketing teams to successfully connect R&D
outcomes with customer and consumer needs, gaining
experience in Fonterra’s markets in the United States,
Europe and Asia.
• During my time at Fonterra, and as a Fonterra shareholder
and supplier, I have taken a keen interest in understanding
the financial and economic framework around which
Fonterra operates, and what drives value, profit and the milk
price.
• As a governor, I have a particular interest in strategy, and
working with management to develop strategies that
protect and enhance shareholder value. For me, supporting
successful implementation of a strategy and holding
management to account for delivery are key responsibilities
of the Board.
• Consistently, during my governance career, I have received
postive feedback on my thoroughness of preparation,
attitude, approach to debate, not being afraid to ask tough
questions, and for holding management accountable. I am a
fair, but insistent director. I work hard to constantly expand
my knowledge base to be a more effective governor.
Targeted Skills
My worklife in the dairy industry started as a technical
officer with the New Zealand Dairy Board after graduating
with a B.Agr.Sc from Massey. I developed a passion for using
science to create value both for the consumer and for those
commercialising innovative ingredients and foods. I returned to
University, completing a PhD in infant nutrition, and remained
at Massey investigating the benefits of dairy in human nutrition
and health. On farm, I also appreciated that innovation was
making my life easier in many ways (genetics, technology, new
farming models) and this further reinforced my drive for being
involved in the success of the dairy industry, and Fonterra in
particular.
My involvement in innovation has come full circle from being
a scientist, to managing research programmes at Massey
University, being a funder of dairy science research as a
Technical Manager with Fonterra, and currently as a board
member of the National Science Challenge “High Value
Nutrition”. The insights I have from these experiences are vital
to the role I would have as a governor on the Fonterra Board.
I am critically aware of the need for Fonterra to have R&D
programmes that offer opportunities for emerging research,
but are grounded in a more applied approach, where there is a
clear pathway to monetisation of outcomes. R&D spend must
result in higher operating margins, higher profitability and
better returns to farmer shareholders so that being a suppling
shareholder of Fonterra is an attractive business today and for
the next generation.
Compared to other food groups, dairy is a superior source of
nutrition. Fonterra needs to build on the strong foundations
of R&D in dairy science already successfully commercialised
and ensure that our farmer shareholders continue to believe
in Fonterra’s strategy, and that the consumer continues to see
value in keeping dairy in their diet.
I have the attributes and skills needed to be an excellent
Fonterra Director, with strong governance, leadership, business
understanding, a global perspective and unique and valuable
insights on Innovation. I will rationalise my workload to ensure
that I prioritise my time and energy for Fonterra. This will be
aided by my role as Chair of AsureQuality ending in October
2022.
I am energised and excited by the prospect of being impactful
on the Fonterra Board and I respectfully ask for your support.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Ltd 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 own shares in Taumata Island Dairy Limited, a supplying shareholder of the Fonterra Group (in my name) jointly with
Associated Persons (as defined in the Financial Markets Conduct Act 2013) which holds 234,737 shares.
• I am the Board Chair of AsureQuality Limited, which provides Food Testing and Quality Assurance Inspection and
Certification to the Fonterra Group. This position concludes on 31 October 2022.
• I am a Director of Livestock Improvement Corporation Limited, which has a business relationship with the Fonterra Group.
• I am a Director of Totally Vet Limited, which is a veterinary business in the lower North Island that services the Fonterra
Group shareholders and provides support for the Co-operative Difference assessments.
• I am a board member of the National Science Challenge “High Value Nutrition”, which has some R&D involvement with the
Fonterra Group.
To the best of my knowledge and belief the disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
15
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 457 1118
Email: mike@visionag.co.nz
Mike FLEMING
Independent Selection Panel (ISP) Assessment - Non-incumbent Director
Mike Fleming has held executive management and
governance roles in Agribusiness for the past 20 years,
mostly related to pastoral farming (largely dairy), eggs and
related agribusinesses. He is a shareholder and is currently
the Chair of Fortuna Group Limited, which has grown to 19
dairy farms in Southland. He is a shareholder and director
of Better Eggs Limited, which is New Zealand’s second
largest egg producer and continues in a governance
capacity to farming families and trusts.
Mike is a previous director of Canterbury Grasslands
Limited (current shareholder) and a number of dairy
equity partnerships.
He leads with a very strong focus on value creation
through strategic acquisitions and a continual focus on
operating excellence.
Mike is incredibly proud to be connected to agriculture
in New Zealand. He grew up farming in Hawkes Bay,
gaining a Bachelor of Agricultural Commerce from Lincoln
University in 1993. Mike now resides in Napier with his
wife Kristen, who has also had a successful dairy farming
career in the Waikato and Hawkes Bay and was a recipient
of the prestigious Ahuwhenua Trophy in 2008.
He is an alumnus of the Fonterra Governance
Development Programme (2007/8) and member of the
Institute of Directors of New Zealand since 2005.
Panel’s assessment of Mike’s capabilities relative to
2022 attributes:
The Panel recognised Mike as a highly commercial farmer
with a proven track record of delivering shareholder value
as a CEO and governor. It was commented that in the
dairy industry, Mike’s businesses were widely considered
to be extremely well-run.
He has extensive experience in the governance of farming
businesses, and at some scale, particularly demonstrated
in his chair role at Fortuna Group, where he has led the
transformation from a family-owned business to a large,
corporate farming operation. It was accepted that his
governance experience has been long-standing and has
solid breadth – he has acted as a board member or in an
advisory capacity or consultant to farming businesses for
many years and is an alumnus of the Fonterra Governance
Development Programme.
As a result, the Panel was convinced that he had a very
strong commitment to ensuring the highest governance
standards and that he had extensive experience and
a keen, proactive commitment to improving board
structures and frameworks. He has introduced a greater
alignment of director skills with the activities and
aspirations of the entities that he is involved with and
ensures continuing development of governors. It was
accepted therefore, that Mike thrives and actively pursues
high performance environments and would strive to do
the same at the Fonterra Board table.
Panel members also believed he was empathetic and
understanding of the Co-op and its farmer shareholders,
an observation that in part stemmed from Mike’s own
formative experience in a family sheep and beef farm
experiencing financial difficulties growing up. This fueled
a passionate commitment to Co-op values, a strong
understanding of the benefits of collaboration and a
strong sense that his own success is tied up with that of
the dairy industry.
It was felt he had some understanding of Fonterra’s
commercial and economic frameworks, limited by not
yet being on the Board. However, it was acknowledged
by Panel members that his ability to acquire knowledge
rapidly in this area would be one of his strengths.
He was assessed as having very strong judgement and
an equally strong ability to constructively question and
critique at board level. His strategic capability was also
very solid and his involvement with the high-growth,
innovative, Better Eggs business demonstrated his
strength in these areas.
Panel members felt his global perspective was more
limited. He has visited the United States to work on
projects in his earlier career at Canterbury Grasslands and
has undertaken technology focused visits to Australia as
a director of Better Eggs, otherwise, his perspective is fed
through reading or other external viewpoints. His honesty
and integrity were unquestioned.
Panel’s assessment of Mike’s capabilities relative to
2022 Skills:
With respect to the priority skills identified by Fonterra
this year, the Panel members felt that Mike showed the
greatest strength in his extensive in-depth dairy farming

16
FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
The Paddock Where I Stand
I am incredibly proud to be connected to agriculture in
New Zealand. I grew up farming in Hawkes Bay, gaining a
Bachelor of Agricultural Commerce from Lincoln University in
1993. I reside in Napier with my wife Kristen, who has had a very
successful dairy farming career in the Waikato and Hawkes Bay
and was a recipient of the Ahuwhenua Trophy in 2008. There
has never been a time when I didn’t consider farming the most
rewarding profession in the world.
At 52, I’ve held executive management and governance roles in
Agribusiness for the past 20 years, mostly related to pastoral
farming (largely dairy), eggs and related agri businesses. I’m a
shareholder and current Chair of Fortuna Group Limited, which
has grown to 19 dairy farms in Southland, and a Director of
Better Eggs Limited, which is New Zealand’s second largest egg
producer.
There’s a common thread in all of these roles. Understanding
what the expectations are from shareholders and wider
stakeholders, setting out a strategy and business plan to
achieve these and an absolute focus on execution to meet
expectations which needs to be underpinned by a high
performance culture. I believe successful businesses need to be
agile and adapt quickly to changing conditions. My experience is
wide ranging, varied and characterised by strong leadership and
an ability to influence continuous change from the boardroom
to ensure financial performance and return to shareholders
meets expectation.
What I Bring To The Fonterra Board
I am an experienced director who will govern from the lens of
a farmer. I have a strong empathy for our farming families and
rural communities with a commitment to ensuring we create a
structure for the success of future generations.
As a director I have a proven history of value creation that is
underpinned by commercial decision making and absolute focus
on profitability and return on capital. Performance matters
and I enjoy the challenge of bringing everyone around me on
this journey. There are some critical decisions around capital
allocation in the near future for Fonterra. I will make an effective
contribution to this decision making process and ensure capital
is allocated appropriately so expected returns to shareholders
now and in the future can be achieved.
As a Director of Fonterra, you can be assured of my tireless
devotion, honesty and integrity. With complete accountability,
an open mind and listening with purpose, I will help lead and
influence the continuous improvement we need to see in our
Co-operative.
Candidate Profile Statement
experience having held executive management and
governance roles in agribusiness for two decades, mostly
related to dairy, eggs and related farming entities.
However, his experience of innovation and sustainability
issues was also strong, contemporary and the Panel
observed, often strategically placed in the commercial
context. He had proactively introduced new farming
systems into Henergy Eggs - the precursor entity to the
Better Eggs business - for example, which was the first
in New Zealand to use barn farming. This had helped to
build brand and respond to consumer demands for better
animal welfare. The Panel felt that his understanding of
technology was also better than average and was growing
in sophistication through his Better Eggs involvement
which had sourced technology from overseas to drive
innovation in the business.
Mike’s knowledge and understanding of the supply and
demand element of eggs and milk, logistics and the
economics of commodity volatility led the Panel to assess
that his understanding of manufacturing and commodities
was solid. Another aspect to his knowledge was the
commercial perspective - working with the supermarkets
on distribution and pricing. His understanding of the
customer was also approaching solid though it was
recognised this was still a developing area in a Fonterra
context.
As previously detailed, his global experience was more
limited than would be expected of a Fonterra Director and
whilst he had some, this was considered an area of future
focus.
With respect to the other skills sought, Mike
demonstrated some understanding of milk price drivers
which the Panel found satisfactory however, he expressed
the view that this would likely be an area of particular
interest for him as a Fonterra Director and the Panel
accepted this would play to his strengths.
Panel members believed his financial acumen, risk
management experience and leadership had been solidly
honed through an extensive executive and governance
career.
In summary, the Panel took the view that Mike was a
confident and highly commercial prospective candidate
for the Fonterra Board. They recognised him as a highly
networked individual within the dairy industry and as a
skilled and respected shareholder who had forged long-
standing relationships with the farming community and
therefore would be a powerful advocate for the Co-op
amongst its shareholders.

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
17
Targeted Skills
In Depth Dairy Farming
I have held executive management and governance roles for
dairy farm businesses since 2005. I lead with a very strong focus
on value creation through strategic acquisitions and continual
focus on operating excellence. Development of people and
effective systems is something I am hugely passionate about.
Sustainability
Within Fortuna Group, sustainability is at the core of our
farming strategy with a desire to leave the land in a better
state for future generations. We take a leadership role in on
farm sustainability demonstrating that investment in more
sustainable technology and management systems will result in
improved bottom line through more efficient use of resources.
The focus on environmental sustainability and wider social and
economic initiatives has also led opportunities to secure green
capital which will become more important for our industry into
the future.
Manufacturing/Commodity Experience
My experience in the egg industry through various management
roles and as a Director of Better Eggs provides deep knowledge
of a commodity business within fast moving consumer goods.
It is a very competitive, low-margin business environment.
The business is involved in the full supply chain from feed
manufacture, farm production, grading, distribution and sales.
The hard lessons of commodity cycles, inventory management,
competition and industry regulation have imprinted valuable
learnings and only the lowest cost producers will survive in this
industry – my understanding of these principles as it relates to
Fonterra is core to delivering a strong milk price.
Customer / Consumer Experience
My time in the egg industry started with a company that
developed a premium cage-free brand and has built on that
brand for over 20 years growing market share in a very
competitive environment. We have national distribution
through supermarkets and food service and have a clear
understanding of the many issues and challenges getting
product to market and negotiating for margin with retailers.
Global Experience
I was CEO with Canterbury Grasslands Ltd when dairy
operations in the US became established. I have maintained
a close involvement with the company (as a shareholder) as
we have grown milk supply in NZ and US to around 32,000
cows. Better Eggs has a strategic alliance with an Australasian
counterpart where we get insights into this highly competitive
retail market and access to technology that is likely to be part of
the future of this industry. With our revenue from commodities
being heavily influenced by global supply and demand we
regularly seek external input into board meetings from our
global networks.
Innovation and Technology
My experience in relation to innovation and use of technology
has been focused on understanding what is commercially
available for our businesses and ensuring that it is implemented
successfully. I strongly support continued investment in
Research and Development as a means to find ways to
continually adapt to constant change in our production systems
and supply chains to meet consumer preferences.
Governance Experience (current roles)
• Chair (and shareholder) of Fortuna Group Limited
• Director (and shareholder) of Better Eggs Limited
• Managing Director (and shareholder) of Heritage Farms
(New Zealand) Limited
• Chair of Progressive Livestock Limited
• Independent Director of Argyll Dairy Farm Limited
• Managing Director and Chair of Festive Fields (2015) Limited
• Independent Chair of Rochdale Station Trustee Company Ltd
• Deputy Chair of Egg Producers Federation of New Zealand
• Advisory Board Chair of White Group Holdings Limited
I am an experienced governor, a member of the Institute
of Directors and completed the Fonterra Governance
Development Program in 2007 and have continued involvement
and networking through the Alumni program.
Previously I was a director of Canterbury Grasslands Limited
(current shareholder) and a number of dairy equity partnerships
and continue to be an advisor to faming families and trusts.

18
FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a Director and shareholder of Fortuna Group Limited and its subsidiaries, which are supplying shareholders of the
Fonterra Group and hold 2,252,231 shares;
• I am a shareholder of Canterbury Grasslands Limited and its subsidiaries, which are supplying shareholders of the Fonterra
Group and hold 2,928,667 shares and 17,736 units;
• I am a Director of Argyll Dairy Farm Limited and its subsidiaries, which are supplying shareholders of the Fonterra Group
and hold 818,147 shares;
• I am a Director of Festive Fields (2015) Limited, a supplying shareholder of the Fonterra Group which holds 679,351 shares;
• An associated entity, Argyll Dairy Farm Limited (and one subsidiary) supplies Danone Nutricia NZ Limited;
• An associated entity, Fortuna Group Limited, purchased Piriti Dairies Limited in 2020 with one supply entity having an
existing supply contract with Open Country Dairies Limited;
• An associated entity, Canterbury Grasslands Limited, has three entities that supply Synlait Milk Limited.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
19
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20
FONTERRA ELECTIONS 2022 BOARD OF DIRECTORS CANDIDATE PROFILES
THIS PAGE INTENTIONALLY LEFT BLANK

If undelivered please return to:
The Returning Officer
Fonterra Elections 2022
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

FONTERRA ELECTIONS 2022
Board of Directors
VOTING PAPER
Election of TWO (2) Directors
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
First Past the Post Voting
This is a First Past the Post vote to elect two (2)
Directors.
The two candidates with the highest number of votes
will be elected.
Postal Voting Instructions
• You may select a maximum of TWO (2)
candidates. If you select more than two
candidates, all your votes will be invalid.
• You can select fewer than two candidates.
• Vote by placing a tick “” in the circle next to
the name of each candidate you wish to vote in
favour of.
VOTE HERE
Mike FLEMING
Independently Assessed Candidate
Andy MACFARLANE
Independently Assessed Candidate
Alison WATTERS
Independently Assessed Candidate

---

Fonterra Elections 2022
Directors’ Remuneration Committee
Candidate Profiles

KEY INFORMATION – 2022 ELECTION 1
SKILLS AND ATTRIBUTES 1
ABOUT THE DIRECTORS’ REMUNERATION COMMITTEE 1
PROFILES
SHIRLEY TRUMPER 2
CONALL BUCHANAN 3
BRIDIE VIRBICKAS 4
ELLEN BARTLETT 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 – 2022 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2022 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
1
There are four candidates – Shirley Trumper, Conall Buchanan,
Bridie Virbickas and Ellen Bartlett.
Votes may be made via post or online and must be received by
10.30am on Tuesday, 8 November.
Voting entitlement
Voting entitlements are calculated on the basis of share-
backed milksolids production for each farm for the last season
(2021/2022) or, in the case of dry farm conversions and farm
amalgamations/ divisions, the estimated milksolids production
for this season which is backed by shares.
Every shareholder who is supplying milk to Fonterra this season
has one vote for every 1,000kg of milksolids which is backed by
shares.
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 10.30am on Tuesday, 8 November 2022.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed voting papers must be received by the Returning
Officer by 10.30am on Tuesday, 8 November 2022.
Key information – 2022 Election
Skills and attributesAbout the Directors’
Remuneration
Committee
Number of vacancies to be filled

2
FONTERRA ELECTIONS 2022 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
ROTORUA
Mobile: 021 277 1040
Email: shirleytrumper@gmail.com
Shirley TRUMPER
With my husband, Steve, we farm in Waikite Valley and have done since 1976. We have two sons and four grandchildren. We have
progressed from sharemilking on 55ha to an equity partnership with a son and his family, currently farming a 480ha block of dairy /
beef. We run a once a day, split calving operation, rearing all heifer replacements, and beef cross calves for a mix of market options.
Current Governance
• Citizens Advice Bureau National Board
• Member of the Institute of Directors
• Member of the LIC Honoraria Committee
• Member of the DairyNZ Remuneration Committee
• Chair Dama Wallaby Bay of Plenty / Waikato Regional Coordination Group
Past Governance
• Chair Rotorua Rural Community Board (2016 -2022)
• Rotorua Lakes Council Leadership team member
• Rotorua Lakes Council CEO Performance Committee member
• Rotorua Lakes Council Partnership and Community Grants Funding Panel member
Education
• Diploma in Mediation
• Diploma Legal Executive
• Resource Management Commissioner with Chair Accreditation
• To the Core – Farmlands
• Institute of Directors Governance training
Why I am standing for the Directors’ Remuneration Committee
I am a grassroots thinker using a practical application when it comes to being the eyes and ears of shareholders. Using the skills
gained through my Not for Profit and Governance experience gives me the ability to use a wide lens approach on how to apply
rational processes to setting remuneration. Independent and experienced, I believe I bring the right skills, attributes, capability, and
integrity required to be an effective team player.
Using the skills gained through LIC and DairyNZ committees as well as having been a member of the Rotorua Lakes Council Chief
Executive Officer performance review committee has given me an insight on appropriate key attributes for director remuneration.
Moreover, these roles put me in a good position to be able to consider applicable and relevant material to determine remuneration
reflective of the effective governance of the Co-operative. Attracting and retaining good directors is essential for succession.
I am involved in Not for Profit, being a member of Rotorua Citizens Advice Bureau as an advocate and volunteer for the past 15 years, a
member of the Rotorua Community Patrol and Chair of our local Whirinaki Catchment Group. My interests include music and reading.
We are fully shared up, 100% Fonterra supplier and believe in the cooperative model.
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 of Win Dee Farms (2007) Limited which is a supplying shareholder of the Fonterra Group and holds
185,050 shares and 2,317 units.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
3
PAEROA
Mobile: 027 688 9984
Email: c.r.buchanan@xtra.co.nz
Conall BUCHANAN
“Every country has the government it deserves”
Those of us who disagree with this wisdom from the 1800’s need to look long and hard at our own situation.
It is just as relevant for the governance of our Co-operative.
As shareholders, we need to ensure Fonterra has the best mix of shareholder and independent governors available.
The Directors Remuneration Committee plays an important part in making that possible. Conall would bring a mix of relevant
experience, industry and commercial knowledge, and pragmatic judgement to this committee.
He chaired the Director Remuneration Committee of Manuka S.A. for 11 years. His full career has been associated with the dairy
industry, achieving farm ownership through sharemilking. He spent time developing a large multi-farm enterprise in Chile and then
engaged in corporate advisory work when back in New Zealand.
His experience in senior management, and then governance roles, would bring valuable perspective.
Conall and his wife Rowena now run their own 1100 cow operation on the Hauraki Plains. He currently Chairs the Waikato Farmers
Trust, the Audit and Risk Committee of the Hauraki District Council and the Paeroa College Board of Trustees. Strong links into
community have been a constant part of life.
Conall was a founding member of the Fonterra Co-operative Council (2001 – 2005). This was a time of change and formation of
culture and direction for Fonterra. He has been National Chair of the Sharemilker Section and a part of our dairy industry awards
organisations over the years.
He has held a number of other community and industry positions including some focused on environmental and economic
sustainability. He is currently a National Judge of Responsible Dairying for the NZ Dairy Industry Awards.
Conall has experience as a farmer, senior corporate manager, governor and remuneration committee member. He is able to consider
the balance required between ensuring appropriate remuneration for directors and best value for shareholders.
Qualifications;
Institute of Directors NZ, Certificate of Company Direction
Bachelor of Agriculture, Massey University,
Kellogg’s Rural Leadership Programme
GSE (Group Study Exchange) to UK
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 Limited which is a supplying Shareholder of the Fonterra Group and
holds 200,459 shares and 29,154 vouchers.
• I am a director and shareholder of C&ER Buchanan Limited which has a 50/50 sharemilking agreement with a supplying
shareholder of the Fonterra Group and holds 151,319 shares and 17,293 vouchers.
• I am a shareholder of Rimu S.A. and Manuka S.A. which supply milk to Prolesur, a subsidiary of Soprole, which is a subsidiary
of the Fonterra Group in Chile.
• I am a national judge of the Responsible Dairying section of the New Zealand Dairy Industry Awards, of which the Fonterra
Group is a significant sponsor.
To the best of my knowledge and belief these disclosures set out above are full and complete.

4
FONTERRA ELECTIONS 2022 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
WHAKATĀNE
Mobile: 027 612 7295
Email: ardeadairyltd@gmail.com
Bridie VIRBICKAS
Completing the Fonterra Governance Development Programme in 2020 really opened my eyes to the effort and commitment
directors have for our Co-operative. I feel that directors should be fairly remunerated for that effort, however, remain aligned with the
values of Fonterra.
I contribute to the Co-operative in different ways. I have been invited to speak at the My Connect conference as a younger generation
farmer sharing my views of the direction of the Co-operative. I have also been involved in promoting Fonterra through social media
channels being a part of the Our Whanau, Our Stories video series.
I feel that being on the Directors’ Remuneration Committee would allow me to further contribute to the business as well as help to
ensure the stability of our co-operative.
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 beneficiary of Awaiti Trust, which is a supplying shareholder of the Fonterra Group and holds 117,959 shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 DIRECTORS’ REMUNERATION COMMITTEE CANDIDATE PROFILES
5
FEILDING
Mobile: 027 442 9940
Email: primrosefarm@xtra.co.nz
Ellen BARTLETT
My name is Ellen Bartlett
I live and work, with my husband George, on our farm at Stanway, near Feilding in the Manawatu.
We have been dairy farming in the district for the last 30 years and have been Fonterra suppliers since the inception of the
Co-operative. Our farming business has grown over time and we now supply over 800,000kgs of milksolids to the Co-op.
I was on the Fonterra Co-operative Council for nine years, representing the Central Districts area, and was on the leadership team of
the Council for three of these years. This time has given me a good understanding of our Co-operative business.
I have been on the Directors’ Remuneration Committee for the last three years and I enjoy working with the team there. I would be
pleased to serve for another term on this Committee and I would really appreciate your vote for me to do this.
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 trustee of the Gemel Trust who is a supplying shareholder to the Fonterra Group and holds 643,187 shares and
4,988 units.
To the best of my knowledge and belief these disclosures set out above are full and complete.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2022
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

FONTERRA ELECTIONS 2022
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
Shirley TRUMPER
Conall BUCHANAN
Bridie VIRBICKAS
Ellen BARTLETT
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.

---

Fonterra Elections 2022
Co-operative Council
Candidate Profiles
Ward 8 - South Waikato

KEY INFORMATION – 2022 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
PROFILES
AMY GILLIES 3
WYNN BROWN 4
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 – 2022 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 8 - SOUTH WAIKATO
1
Ward 8 - South Waikato
There are two candidates – Amy Gillies and Wynn Brown.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 8 November.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two votes
per shareholder. Both votes may be used by the shareholder, or
one may be given to a sharemilker. Votes are not weighted by
milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s
representation role are set out to below. A Co-operative
Councillor is also expected to be willing to continually
develop their capabilities around business understanding,
communication and interpersonal skills, and teamwork.
• Honesty and integrity
• Courage to question/challenge the status quo
• In-depth farming knowledge
• An understanding of Fonterra’s business
• Awareness of the regulatory frameworks in which the
Co-operative operates
• An understanding of and empathy with the Co-operative
• An understanding of the key drivers of wealth - milk price
and profit
• Business acumen - financial literacy and ability to think
strategically
• Communication skills (including presentation/public
speaking capability)
• Interpersonal skills (approachable nature, empathy with
fellow farmers)
• Time available to undertake a Councillor’s responsibilities
• A commitment to on-going training including building broad-
based Co-operative and governance knowledge to enhance
their effectiveness in the role.
Councillors are expected to commit an average of one day per
week to their role.
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 10.30am on Tuesday, 8 November 2022.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed voting papers must be received by the Returning
Officer by 10.30am on Tuesday, 8 November 2022.
Key information – 2022 election
Key qualities and capabilities of a Councillor

2
FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 8 - SOUTH WAIKATO
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role 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.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection
• The primary role of Council is to connect members to their
Co-operative
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests, needs,
views and expectations and to provide members with
regular feedback on Council’s representation of these to the
Board
• Councillors receive calls and emails from members and hold
Ward meetings, and may be asked to represent Council at
field days and other events
• Councillors are expected to report in a timely manner on the
feedback and themes they hear
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
(which Councillors host) and the Governance Development
Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives, and
what new and/or emerging challenges Fonterra is facing and
addressing
• Council seeks to hold the Board to account by seeking from
the Board explanation of and responsibility for Fonterra’s
strategy and performance
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis
• Council regularly submits questions to the Board
• Council regularly and transparently reports back to members
on its engagements with the Board, including the Board’s
explanations.
Guardianship
• Along with the Board, Council acts as the guardian of
the Co-operative Philosophy, including the Co-operative
Principals, Purpose Statement and Values
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative
• Council also:
- manages the Director election process in consultation
with the Board
- appoints the Milk Commissioner
- consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund
- consults with the Board in relation to any changes to the
Milk Price Manual and Principles
- has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
Council has the power to:
• consider and, in consultation with the Board, propose to
shareholders changes to the Constitution
• recommend the commissioning of a special report on
specific projects or activities
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role, Council represents the
interests of all members of the Co-operative, who include
shareholders, sharemilkers, farmers supplying MyMilk,
and those farmers who supply milk to the Co-operative in
New Zealand on a non-share backed basis.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The role of Council

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 8 - SOUTH WAIKATO
3
PUTARURU
Mobile: 021 562 480
Email: amy_gillies@outloook.com
Amy GILLIES
My husband and I recently purchased our first farm, and after converting it to Fonterra, as it historically supplied another company, we
join you as shareholders of Fonterra. There were two main reasons for changing dairy company. Firstly, the New Zealand dairy industry
needs a strong Fonterra. Fonterra are leaders and price setters for our industry, this can only be achieved through the support of NZ
dairy farmers who provide Fonterra with the scale it needs to be market leaders. And secondly, after much analysis we were financially
better off supplying Fonterra than the competitor. Its critical this continues, and Fonterra is attractive to other first farm buyers.
In 2020, I completed the Fonterra Governance Development Programme, which aims to develop leaders in agribusiness. My husband
and I also attended Understanding Your Co-op. These opportunities gave me insights into how complicated the business is, with many
moving parts, but underneath it all, the core foundation of Fonterra are its farmer shareholders.
Prior to farming in the South Waikato, I worked as a DairyNZ consulting officer and rural banker in the area. These roles enabled me to
build many skills that will be required for the role of Councillor, including good communication skills and financial literacy.
I will bring a fresh perspective and ideas to the Co-operative Council. I’m not afraid to consider ideas that are ‘outside the box’.
We diversified our own farming business by purchasing an Equipment Hire business. We then diversified our business further by
establishing an Engineering Supplies store after identifying a need in our community.
Governance roles I currently hold include a directorship for Vetora Waikato and a directorship for the Hire Industry Association of
New Zealand (essentially the Federated Farmers of the hire industry), of which I have recently been elected president. I’m also a
member of the production committee for Manuka Farms in Chile.
The farm we own is a system 3 spring calving farm. We have also continued our sharemilking position which is a high input split
calving operation. While contract milking on this farm, we were lucky enough to win Waikato Sharemilker of the Year Award and pick
up third in the New Zealand placings.
I am very approachable and promise to always act with honesty and integrity. I look forwards to being able to advocate for you,
ensuring your thoughts and opinions are heard and considered by the Board of Fonterra.
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 50% shareholder of Broadmeadows Farms Limited, which is a supplying shareholder of the Fonterra
Group and holds 1,000 Fonterra shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

4
FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 8 - SOUTH WAIKATO
MATAMATA
Mobile: 027 554 4120
Email: wynnbrown11@gmail.com
Wynn BROWN
As a farmer I have always had a strong belief in the value of co-ops and the support they provide for us. The strength in unity and scale
provides not only stronger financial returns but many benefits inside the farm gate we sometimes take for granted.
I have taken on roles beyond the farm gate either in my community or farming related when time has allowed me to do so juggling
hands-on farming and family commitments. Our children have now grown up and left home leaving me in a position to be able to
contribute more. With your support I would like to put some of this time back into our co-op to ensure it stays strong and relevant
both now and for future generations.
With my background and achievements, I believe I’ve proven to be a forward-thinker with good communication and interpersonal
skills. I have the experience to help farmers navigate the challenges we have ahead of us as we work to ensure our businesses are
economically, environmentally, and socially sustainable.
Background
• 30yrs experience, farming on ‘Tiroroa’, Matamata, married to Tracy (4 teenage/adult children).
• Converted family sheep and beef farm to dairying, 1993.
• Worked for JD & RD Wallace, specialising in dairy conversions.
• Massey University B.Ag. (majoring Soil Science & Agronomy), 1988-1991.
Experience
2014 to present – DairyNZ Dairy Environment Leaders Alumni
2013 to 2020 – LIC Shareholders Councillor
2011 to present – Ballance Farm Environment Awards, Judge Waikato & National Alumni
2005 to 2014 – Hinuera School Board of Trustees (incl. Chair, 3yrs), Finalist Prime Ministers Educational Excellence Awards
‘Governance’ and ‘Leadership’ categories.
2005 to 2011 – Agriculture ITO, Waikato (Convenor Dairy Trainee of the Year)
Achievements
2018 – Fonterra Farm Source ‘Responsible Dairying Award’
2010 – Ballance Farm Environment Awards ‘Waikato Supreme Award’
2001 – Waikato Regional Council ‘Habitat Enhancement Award’
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 50% shareholder in Tiroroa Farms Limited, which is a supplying shareholder of the Fonterra Group and holds
261,065 shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 8 - SOUTH WAIKATO
5
Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland
Wards going to election
in 2022

If undelivered please return to:
The Returning Officer
Fonterra Elections 2022
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Amy GILLIES
Wynn BROWN
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Amy GILLIES
Wynn BROWN
For the Co-operative Council Election you have received two Voting Papers for each
farm that you own in Ward 8.
Votes for the Co-operative Council Elections are on a per farm basis, not on
milksolids production.
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
WARD 8 - SOUTH WAIKATO
Election of ONE (1) Councillor
WARD 8 - SOUTH WAIKATO
Election of ONE (1) Councillor
FONTERRA ELECTIONS 2022
Co-operative Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2022
Co-operative Council Election
VOTING PAPER 2

---

Fonterra Elections 2022
Co-operative Council
Candidate Profiles
Ward 14 - Coastal Taranaki

KEY INFORMATION – 2022 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
PROFILES
AARUN LANGTON 3
ANNE BRIDGES 4
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 – 2022 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 14 - COASTAL TARANAKI
1
Ward 14 - Coastal Taranaki
There are two candidates – Aarun Langton and Anne Bridges.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 8 November.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two votes
per shareholder. Both votes may be used by the shareholder, or
one may be given to a sharemilker. Votes are not weighted by
milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s
representation role are set out to below. A Co-operative
Councillor is also expected to be willing to continually
develop their capabilities around business understanding,
communication and interpersonal skills, and teamwork.
• Honesty and integrity
• Courage to question/challenge the status quo
• In-depth farming knowledge
• An understanding of Fonterra’s business
• Awareness of the regulatory frameworks in which the
Co-operative operates
• An understanding of and empathy with the Co-operative
• An understanding of the key drivers of wealth - milk price
and profit
• Business acumen - financial literacy and ability to think
strategically
• Communication skills (including presentation/public
speaking capability)
• Interpersonal skills (approachable nature, empathy with
fellow farmers)
• Time available to undertake a Councillor’s responsibilities
• A commitment to on-going training including building broad-
based Co-operative and governance knowledge to enhance
their effectiveness in the role.
Councillors are expected to commit an average of one day per
week to their role.
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 10.30am on Tuesday, 8 November 2022.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed voting papers must be received by the Returning
Officer by 10.30am on Tuesday, 8 November 2022.
Key information – 2022 election
Key qualities and capabilities of a Councillor

2
FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 14 - COASTAL TARANAKI
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role 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.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection
• The primary role of Council is to connect members to their
Co-operative
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests, needs,
views and expectations and to provide members with
regular feedback on Council’s representation of these to the
Board
• Councillors receive calls and emails from members and hold
Ward meetings, and may be asked to represent Council at
field days and other events
• Councillors are expected to report in a timely manner on the
feedback and themes they hear
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
(which Councillors host) and the Governance Development
Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives, and
what new and/or emerging challenges Fonterra is facing and
addressing
• Council seeks to hold the Board to account by seeking from
the Board explanation of and responsibility for Fonterra’s
strategy and performance
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis
• Council regularly submits questions to the Board
• Council regularly and transparently reports back to members
on its engagements with the Board, including the Board’s
explanations.
Guardianship
• Along with the Board, Council acts as the guardian of
the Co-operative Philosophy, including the Co-operative
Principals, Purpose Statement and Values
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative
• Council also:
- manages the Director election process in consultation
with the Board
- appoints the Milk Commissioner
- consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund
- consults with the Board in relation to any changes to the
Milk Price Manual and Principles
- has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
Council has the power to:
• consider and, in consultation with the Board, propose to
shareholders changes to the Constitution
• recommend the commissioning of a special report on
specific projects or activities
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role, Council represents the
interests of all members of the Co-operative, who include
shareholders, sharemilkers, farmers supplying MyMilk,
and those farmers who supply milk to the Co-operative in
New Zealand on a non-share backed basis.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The role of Council

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 14 - COASTAL TARANAKI
3
ŌPUNAKĒ
Mobile: 027 226 5386
Email: aslangton@gmail.com
Aarun LANGTON
Tēnā Koutou,
My wife, Stephenie and I, have raised our three now grown children on our 400 cow farm, just outside Ōpunakē. My family has a long
connection with the land we farm on Arawhata Road, with the farm having been in our family for over 125 years. Over our 30 years of
dairy farming we have grown our knowledge and skills, but we know that there is always more to learn.
Family, farming and sports have been key passions of mine over the years. These interests have led to my appointment to various
administration and governance roles across a variety of sectors.
As an elected councillor on the South Taranaki District Council I have further developed my organisation and communication skills
as well as broadening my outlook to represent my community. I thoroughly prepare for meetings and have become more digitally
confident and competent. I have undertaken different training opportunities in strategic planning, leadership and policy development
and I am now an accredited commissioner on the Resource Consent hearings. This knowledge has given me a better understanding of
the Resource Management Act and the challenges and opportunities that it will give the agriculture sector moving into the future. I
am not afraid to ask the hard questions. I actively listen to the contributions of others, so as to make decisions that are balanced, fair
and reflect the needs of those I represent.
Sport has provided me with both an opportunity to give back to my community as a coach, while also providing me with opportunities
to balance life off the farm. I have been recognised for my voluntary roles, named as Sport Taranaki Volunteer Administrator of the
Year last year, but recognition is certainly not why I do the things I do.
As a member of the Co-operative Council I will learn more about the governance structure of Fonterra and how our strategic strategy
will impact us both now and over future generations. I see this role as a platform to strengthen the connection between local farmers
in the Coastal Taranaki ward with the Co-operative Council, to empower them to engage more with their Co-operative, to guide them
to understand the goals of Fonterra, and to give them a voice.
I am approachable, open minded, communicative and highly relational and feel that I will confidently and positively contribute to this
role.
No reira tena koutou, tena koutou, tena koutou katoa.
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 beneficiary of the Macro Family Trust, which is a supplying shareholder of the Fonterra Group and holds 129,993
shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

4
FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 14 - COASTAL TARANAKI
ŌĀKURA
Mobile: 027 243 1766
Email: anne.bridges@xtra.co.nz
Anne BRIDGES
I have been involved in the Dairy Industry for the last 30 years – both as a supplier and previously as an employee of Fonterra and the
foundation cooperatives prior to the formation of Fonterra. As a result, I have seen lots of changes within the industry and have a
good understanding of how the industry works from multiple lenses.
I currently manage the financial and compliance roles within our Farming Equity Partnership (in Ōpunakē) and can see the
ever-increasing importance of staying up-to-speed with the changes that are coming our way. A strong Co-operative Council is
fundamental to assisting our shareholder base in adapting to the changing environment; working alongside and representing the
views of fellow shareholders will be vital going forward in this fast-changing world. To be involved in the Council in the future will be
interesting, challenging and rewarding – I would be a dedicated and focused member of the Council.
The timing of standing for Council now is right for me –
• The changes and challenges facing the Dairy Industry are high and I enjoy a good challenge.
• I have the time to commit to this role now that our children have finished school.
• The Dairy Industry has given a lot to me over the years, and it is timely to give back. The Co-operative Council role feels like a good
opportunity to realise this.
I am a strong supporter of the cooperative structure of Fonterra and I am committed to continued incremental improvement in
multiple areas of the dairy industry, even if this means questioning and challenging the status quo when appropriate. I am a good
listener, open-minded and ready to contribute.
Your vote would be welcomed.
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 of Poharu 2020 Limited jointly with Associated Persons, which is a supplying shareholder of the Fonterra
Group and holds 275,042 shares.
• My husband is a senior manager within the farming business of Southern Pastures (NZ) Limited, who supplies Fonterra, and
also owns Lewis Road Creamery which sells product in some of the same markets as Fonterra.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 14 - COASTAL TARANAKI
5
Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland
Wards going to election
in 2022

If undelivered please return to:
The Returning Officer
Fonterra Elections 2022
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Aarun LANGTON
Anne BRIDGES
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Aarun LANGTON
Anne BRIDGES
For the Co-operative Council Election you have received two Voting Papers for each
farm that you own in Ward 14.
Votes for the Co-operative Council Elections are on a per farm basis, not on
milksolids production.
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
WARD 14 - COASTAL TARANAKI
Election of ONE (1) Councillor
WARD 14 - COASTAL TARANAKI
Election of ONE (1) Councillor
FONTERRA ELECTIONS 2022
Co-operative Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2022
Co-operative Council Election
VOTING PAPER 2

---

Fonterra Elections 2022
Co-operative Council
Candidate Profiles
Ward 23 - Otago

KEY INFORMATION – 2022 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
PROFILES
LARRY FROST 3
ROBERT SCURR 4
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 – 2022 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 23 - OTAGO
1
Ward 23 - Otago
There are two candidates – Larry Frost and Robert Scurr.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 8 November.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two votes
per shareholder. Both votes may be used by the shareholder, or
one may be given to a sharemilker. Votes are not weighted by
milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s
representation role are set out to below. A Co-operative
Councillor is also expected to be willing to continually
develop their capabilities around business understanding,
communication and interpersonal skills, and teamwork.
• Honesty and integrity
• Courage to question/challenge the status quo
• In-depth farming knowledge
• An understanding of Fonterra’s business
• Awareness of the regulatory frameworks in which the
Co-operative operates
• An understanding of and empathy with the Co-operative
• An understanding of the key drivers of wealth - milk price
and profit
• Business acumen - financial literacy and ability to think
strategically
• Communication skills (including presentation/public
speaking capability)
• Interpersonal skills (approachable nature, empathy with
fellow farmers)
• Time available to undertake a Councillor’s responsibilities
• A commitment to on-going training including building broad-
based Co-operative and governance knowledge to enhance
their effectiveness in the role.
Councillors are expected to commit an average of one day per
week to their role.
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 10.30am on Tuesday, 8 November 2022.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed voting papers must be received by the Returning
Officer by 10.30am on Tuesday, 8 November 2022.
Key information – 2022 election
Key qualities and capabilities of a Councillor

2
FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 23 - OTAGO
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role 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.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection
• The primary role of Council is to connect members to their
Co-operative
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests, needs,
views and expectations and to provide members with
regular feedback on Council’s representation of these to the
Board
• Councillors receive calls and emails from members and hold
Ward meetings, and may be asked to represent Council at
field days and other events
• Councillors are expected to report in a timely manner on the
feedback and themes they hear
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
(which Councillors host) and the Governance Development
Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives, and
what new and/or emerging challenges Fonterra is facing and
addressing
• Council seeks to hold the Board to account by seeking from
the Board explanation of and responsibility for Fonterra’s
strategy and performance
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis
• Council regularly submits questions to the Board
• Council regularly and transparently reports back to members
on its engagements with the Board, including the Board’s
explanations.
Guardianship
• Along with the Board, Council acts as the guardian of
the Co-operative Philosophy, including the Co-operative
Principals, Purpose Statement and Values
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative
• Council also:
- manages the Director election process in consultation
with the Board
- appoints the Milk Commissioner
- consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund
- consults with the Board in relation to any changes to the
Milk Price Manual and Principles
- has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
Council has the power to:
• consider and, in consultation with the Board, propose to
shareholders changes to the Constitution
• recommend the commissioning of a special report on
specific projects or activities
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role, Council represents the
interests of all members of the Co-operative, who include
shareholders, sharemilkers, farmers supplying MyMilk,
and those farmers who supply milk to the Co-operative in
New Zealand on a non-share backed basis.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The role of Council

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 23 - OTAGO
3
MILTON
Mobile: 027 2737156
Email: larry@farmside.co.nz
Larry FROST
Hi everyone, I am Larry Frost born and raised on a dairy farm in the Naki. I started Dairy farming in Taranaki on Wages then onto
Lower Order Sharemilking during this time I bought and leased cows out before moving to Dunearn where I spent time 50/50%
sharemilking 500 cows in Southland and then 850 cows in South Otago before purchasing the property I currently farm milking 400
cows and also run bull beef on our runoff in conjunction with two of my sons and also have another son involved in Dairying contract
milking at Ngapara North Otago so have a vested interest in the future of our industry beyond my involvement. I have also owned and
operated an irrigated 480 cow property in Mid Canterbury.
I have been involved with the dairy industry going back to the Egmont Dairy Co-op and even the Riversdale Dairy factory in South
Taranaki and have been through many Dairy Co-op Amalgamations in my time so have attended many Dairy Co-op meetings during
my involvement in the industry.
I was Chairman of the Sharemilkers Sub-Section of Federated Farmers in Southland while I was sharemilking at Winton.
As your Otago Ward Councillor of the last three years I am re-standing for the Fonterra Co-operative Council as I believe over the
last three years I have developed an appreciation of the importance of this role especially ensuring members have a very good
understanding of the issues and solutions being put forward to members. I see my role is to provide information when required and
convey your views to the Council table and beyond respectfully.
Our Ward meetings I hope for those whom attend find to be informative open and inclusive and a worthwhile discussion so we all
have an open exchange of views and opinions.
If we do not have our opinions heard or our questions answered it is difficult to be informed or to be influential.
Information is Power so be empowered.
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 Trustee of the Frost Family Trust, which is a supplying shareholder of the Fonterra Group and holds 158,000 shares.
• The Frost Family Trust holds shares in Ravensdown Limited, Livestock Improvement Corporation, Silver Fern Farms
Co-operative Limited, Meridian Energy Limited and Mercury Energy Limited.
To the best of my knowledge and belief these disclosures set out above are full and complete.

4
FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 23 - OTAGO
OUTRAM
Mobile: 027 486 1040
Email: taurimafarms@gmail.com
Robert SCURR
I was born and raised on the Taieri Plains and after a short stint in software engineering in Christchurch, made a career switch to dairy
farming back in my home province. Together with my wife and two children, I run a dairy farm near Outram, milking 810 cows with
the help of a contract milker. We have been dairy farming since 2008, when we started out sharemilking working our way up over the
years to farm ownership.
I have the courage to challenge the status quo with honesty and integrity. I have in-depth farming knowledge of dairying in Otago
and understand how changes to supply requirements can effect farmers on the ground. I believe in the Co-operative model and the
importance of protecting it. I am empathetic and approachable. I have the capacity to understand financial details and the propensity
to look forward with strategies to adapt to the changing environment we are farming in.
Over the last few years, I have taken a great interest in how Fonterra is being run and the future plans it has, along with the dairy
industry as a whole, including being involved in the DairyNZ Great Futures in Dairying Plan. Our future depends on a strong Co-
operative picking up our milk. I ask for your vote to represent Ward 23, Otago, on the Co-operative Council.
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, shareholder and trustee/beneficiary shareholder of Taurima Farms Limited (3756357), which is a supplying
shareholder of the Fonterra Group and holds 277,687 shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2022 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 23 - OTAGO
5
Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland
Wards going to election
in 2022

If undelivered please return to:
The Returning Officer
Fonterra Elections 2022
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Larry FROST
Robert SCURR
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Larry FROST
Robert SCURR
For the Co-operative Council Election you have received two Voting Papers for each
farm that you own in Ward 23.
Votes for the Co-operative Council Elections are on a per farm basis, not on
milksolids production.
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
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:
10.30AM ON TUESDAY, 8 NOVEMBER 2022
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 Tuesday, 1 November 2022.
WARD 23 - OTAGO
Election of ONE (1) Councillor
WARD 23 - OTAGO
Election of ONE (1) Councillor
FONTERRA ELECTIONS 2022
Co-operative Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2022
Co-operative Council Election
VOTING PAPER 2