Fonterra releases materials for Special Meeting in July

21 June 2023

Fonterra releases materials for Special Meeting in July

Further to the Co-operative’s announcement on 12 June 2023, see attached a copy of the Notice of
Meeting for the Special Meeting of Shareholders – Capital Return to be held virtually at 10:30am on 12
July 2023.

The Notice of Meeting contains a special resolution to approve a return of capital to shareholders by way
of a share buyback and, at the same time, a share subdivision.

The Notice of Meeting, including the Explanatory Notes, provides shareholders with the information
required to enable them to vote.

In accordance with the Initial Court Orders, relevant materials being sent to farmer shareholders are also
attached.

ENDS

For further information contact:

Anya Wicks
Director Governance, Risk and Audit
+64 9 374 9341

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Fonterra Special Meeting -
Capital Return
Notice of Special Meeting of Shareholders and
Explanatory Notes
Proposed Return of Capital
To be held virtually at
10:30am on Wednesday 12 July 2023

Contents
Fonterra Co-operative Group Limited Special Meeting - Capital Return 1
Virtual Meeting 1
Special Meeting Documents 1
Voting 1
Voting Entitlements 1
Proxies or Representatives 2
Questions 2
Votes Required and Quorum 2
Results of Voting 2
Meeting Attendees 2
Chairman’s Letter 3
Notice of Special Meeting of Shareholders of Fonterra Co-operative Group Limited 4
Business 4
Approval of Capital 4
Explanatory Notes 5
The Scheme and its Effect 5
Timetable and Key Steps 6
Taxation 6
Rationale for the Return of Capital 6
Reservations Over Shares 7
Costs of the Scheme 7
Further Information 7
Board Recommendation 7
Arrangement Document 8
Appendix 1: Special Meeting Voting Paper/Proxy Paper 9
Appendix 2: Final Court Orders Application 10
Appendix 3: Fonterra Online Meeting Guide 2023 14
Before you begin 14
How to vote 15
Asking a Question 15
Technical Help 15
Document Links 15
This Notice of Meeting contains a special resolution to approve a return of capital to shareholders by way of a share
buyback and, at the same time, a share subdivision.
It is important you read this Notice of Meeting, including the Explanatory Notes. This will provide you with the
information that you need to enable you to vote.

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
1
Fonterra Co-operative Group Limited
Special Meeting - Capital Return
Virtual Meeting
To attend the meeting and participate online, use
the following link to the virtual meeting platform:
https://edge.media-server.com/mmc/go/Fonterra-Special-
Meeting-2023
Shareholders may attend and participate in the meeting virtually
via the online platform and will be able to vote and ask questions
during the meeting. Shareholders will be required to enter their
name and contact number.
More information regarding virtual attendance at the
meeting (including how to vote and ask questions virtually
during the meeting) is set out in the Fonterra Online
Meeting Guide 2023 (Appendix 3) (also available here:
nzfarmsource.co.nz/fonterra-special-meeting).
Special Meeting Documents
Each shareholder has been sent this Notice of Meeting booklet
which includes:
• A Letter from the Chairman
• Notice of Meeting (including the text of the matter to be
voted on by shareholders)
• Explanatory Notes regarding the matter to be voted on by
shareholders
• A Special Meeting Voting Paper/Proxy Paper (Appendix 1).
You can use this Voting Paper/Proxy Paper:
• To vote online or by post by 10:30am on Monday,
10 July 2023.
• If you are unable to attend the Special 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 Voting Paper/Proxy Paper 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 electionz.com receives it no later than 10:30am on
Monday, 10 July 2023.
• If you are a company or other body corporate, you can
appoint a representative to attend and vote on your
behalf by completing the Voting Paper/Proxy Paper.
• A copy of Fonterra’s application to the Court for final orders
sanctioning the return of capital to shareholders (dated
26 May 2023) (Appendix 2).
Further instructions are on the back of the Special Meeting
Voting Paper/Proxy Paper and on page 2 of this Notice of
Meeting.
Voting
Shareholders can vote on the matters to be considered at the
Special Meeting online or by post. The instructions on how to
vote in this manner can be found on the Special Meeting Voting
Paper/Proxy Paper.
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/Proxy Paper, and count, all online and postal votes.
For the Special Meeting, shareholders can also vote by attending
the meeting virtually, or by appointing a proxy or representative
(who can attend the meeting virtually to vote on their behalf).
All online and postal votes must be received by electionz.com by
10:30am on Monday, 10 July 2023.
Voting Entitlements
A shareholder’s voting entitlement is based on their share
backed milk supply. “Supplying Shareholders” will receive one
vote for every 1,000 kilograms of milksolids backed by shares
that they supplied to Fonterra during the season ended 31 May
2023. A “Secondary Shareholder’s” voting entitlement is based
on share backed milk supply, up to the ‘agreed percentage’ in
relation to Fonterra’s share standard for the supplying farm. By
way of example:
• if a Supplying Shareholder supplied 100,000 kilograms of
milksolids but held only 75,000 shares, they would have only
75 votes, whereas if they held 100,000 shares they would
have 100 votes.
• if the ‘agreed percentage’ for a Secondary Shareholder is
50% and the supplying farm supplied 100,000 kilograms of
milksolids but the Secondary Shareholder held only 45,000
shares, they would have only 45 votes, whereas if they held
50,000 shares they would have 50 votes.
If a Supplying Shareholder did not supply last season but now
owns an existing farm that supplied last season, the voting
entitlement for that Supplying Shareholder and any Secondary
Shareholder will be based on that farm’s supply last season or
on the Board’s estimate of milksolids production for this season.
In the case of a dry farm conversion and farm amalgamations/
divisions, voting entitlement is based on one vote for every
estimated 1,000 kilograms of milksolids to be supplied during
the season ended 31 May 2024. Milk supplied on Contract
Supply and milk which is not backed by shares is excluded from
milksolids production when calculating voting entitlements.
This Special Meeting will be held as a virtual meeting at 10:30am on Wednesday, 12 July 2023. Shareholders may participate
using the instructions set out below under the heading ‘Virtual Meeting’.

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FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
In accordance with the Companies Act 1993, the Board has fixed
9:00pm on 10 July 2023 (the “Voting Entitlement Time”) as the
time for determining voting entitlements of shareholders for this
meeting.
Accordingly, those persons who are, at the Voting Entitlement
Time, registered as shareholders will be entitled to vote at the
Special Meeting in respect of their supply, as noted above,
backed by shares registered in their name at the Voting
Entitlement Time.
A shareholder’s voting entitlement for a supplying farm is
shown on their Voting Paper/Proxy Paper for that farm, which
is enclosed in this pack. If a shareholder appoints a proxy or
representative, the proxy or representative will exercise that
shareholder’s voting entitlement as described above.
Shareholder questions or requests for corrections relating to
voting entitlements should be sent to electionz.com (email:
info@electionz.com or phone: +64 3 377-3530).
Proxies or Representatives
Instructions to appoint a proxy or representative are outlined
in this Notice of Meeting and the Special Meeting Voting
Paper/Proxy Paper. electionz.com will contact each proxy or
representative ahead of the Special Meeting to provide them
with the necessary information required to enable them to
participate in and vote during the Special 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 Voting Paper/Proxy
Paper 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 resolution.
All proxy or representative appointments must be received by
electionz.com by 10:30am on Monday, 10 July 2023.
Questions
Shareholders will be able to ask questions via the online platform
during the Special Meeting. We encourage shareholders to
submit questions as early as possible to ensure that as many
questions as possible are received and addressed at the
appropriate time during the meeting.
Votes Required and Quorum
The special resolution will be passed if approved by a majority of
75% or more of the votes of those shareholders entitled to vote
and voting on the resolution.
The quorum for the Special 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 resolution to be considered at the meeting.
There are no voting restrictions on the resolution to be
considered at the Special Meeting.
Results of Voting
The results of voting at the Special Meeting will be posted on
NZX, the Farm Source website and our My Co-op app as soon as
vote counting is complete and the Chairman of the meeting has
declared the results.
Meeting Attendees
The Special 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 Fonterra’s legal advisers.

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
3
Chairman’s Letter
Dear Shareholders
Capital Return
On 16 March 2023 we provided further details on our intention to return approximately $800 million of capital to shareholders
following completion of the sale of Soprole. We announced on 25 May 2023 our intention to bring forward the payment date for the
capital return, from October 2023 to August 2023.
The capital return will be a pro rata return of capital effected by a Court approved scheme of arrangement under Part 15 of the
Companies Act 1993.
How will the return of capital actually work and how am I affected?
One (1) in every six (6) of your shares will be bought back by Fonterra and immediately cancelled and in return you will receive $3.00
for each cancelled share. At the same time as the share cancellation, a share subdivision will occur so that, immediately after the share
buyback and subdivision, you will continue to hold the same number of shares as you held before the share buyback and subdivision.
The reason the share subdivision is occurring is to ensure that no shareholder’s compliance with their minimum shareholding
requirements in relation to Fonterra’s share standard or their voting entitlement is affected by the share buyback.
While shareholders will receive $3.00 for each share that Fonterra buys back, shareholders will not pay anything for the shares they
receive as a result of the share subdivision.
The tax consequences of the return of capital are set out under the heading “Taxation” in the Explanatory Notes to the Notice of
Meeting. Shareholders are recommended to obtain independent tax advice on the effect of the capital return, based on their individual
circumstances.
What do I need to do?
The capital return requires approval by at least 75% of the votes cast on the resolution at the Special Meeting.
If the return of capital is approved by shareholders at the Special Meeting, Fonterra will then seek final Court approval to undertake
the return of capital. It is expected that the scheme will occur on 11 August 2023 with payment to be made by 17 August 2023 (although
these dates remain indicative only at this stage).
Board’s recommendation
The Fonterra Board unanimously recommends that you vote in favour of the resolution.
Yours sincerely
Peter McBride
Chairman

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FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Notice of Special Meeting of Shareholders of
Fonterra Co-operative Group Limited
Business
Welcome/Introduction.
Approval of Capital
Resolution 1: Approval of Capital Return
To consider and, if thought fit, to resolve as a special resolution:
“THAT the scheme of arrangement relating to the return of
capital to shareholders, as set out in the Arrangement Document
incorporated in the Explanatory Notes in the Notice of Meeting, be
approved.”
It is important you read the Explanatory Notes set out in this
Notice of Meeting. This will provide you with the detail that
you need to enable you to vote on the special resolution set
out above.
Notice is given that the Special Meeting of the Shareholders of Fonterra Co-operative Group Limited (“Fonterra”) will be held at
10:30am on Wednesday, 12 July 2023 virtually using the instructions set out under the heading ‘Virtual Meeting’.
Peter McBride
Chairman, on behalf of the Board
Notice of Meeting dated 21 June 2023

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
5
On 16 March 2023, Fonterra provided an update on its intention
to undertake a capital return to shareholders of approximately
$800 million, once the proceeds of the sale of Soprole had
been received. The proposed capital return would be put to
shareholders for approval by a special resolution at a special
meeting of shareholders. On 25 May 2023 Fonterra announced
it was bringing forward the payment date to August 2023.
The Board has determined that this return of capital should be
effected by way of a Court-approved arrangement under Part
15 of the Companies Act 1993 (“Scheme”). The Board considers
the proposed Scheme to be fair to all shareholders as it achieves
a return of capital on a pro rata basis and the share subdivision
that will occur at the same time ensures that a shareholder’s
compliance with the minimum shareholding requirements in
relation to Fonterra’s share standard, and their voting rights
(which require their milk supply to be backed by shares, as
explained on page 1 of this Notice of Meeting booklet) are not
affected by the share buyback.
On 26 May 2023, Fonterra applied to the High Court of New
Zealand for an order directing Fonterra to put the Scheme
to shareholders. The Court made initial orders on 9 June
2023 which require (amongst other things) the Scheme
to be approved by special resolution of shareholders (that
is, a resolution passed by a 75% majority of the votes of all
shareholders entitled to vote and voting at the meeting). If the
resolution is passed, Fonterra will seek final orders from the High
Court sanctioning the return of capital. The final orders that are
being sought by Fonterra sanctioning the Scheme are set out in
the copy of Fonterra’s application to the Court (dated 26 May
2023), which appears as Appendix 2 of this Notice of Meeting
booklet.
If shareholders do not approve the Scheme, it will not
proceed and Fonterra’s application to the High Court will be
discontinued.
The Scheme and its Effect
Subject to approval by shareholders, and receipt of final orders
from the High Court sanctioning the return of capital, the
Scheme will result in:
(a) the repurchase and cancellation of one (1) in every six (6)
shares held by each shareholder in Fonterra (together with
all rights attaching to those shares). Fractions of a share to
be acquired by Fonterra will be rounded up or down to the
nearest whole number (with 0.5 rounded up);
(b) at the same time, one share held by each shareholder which
is not repurchased by Fonterra will be subdivided into such
number of ordinary shares as were repurchased from that
shareholder, plus one (1); and
(c) the payment to each shareholder of $3.00 for each share
repurchased and cancelled (“Share Cancellation Payment”).
In this way, Fonterra will return to shareholders, on a pro rata
basis, approximately $800 million of capital.
Each shareholder’s individual circumstances are different as
to their backing of supply of milksolids with shares, as well
as their level of compliance with the minimum shareholding
requirements in relation to Fonterra’s share standard. To avoid
altering this, a share subdivision will occur at the same time so
shareholders will, after the share buyback, continue to hold the
same number of shares as they held immediately before that
share buyback. Shareholders will not pay any sum for the shares
they receive as a result of the share subdivision.
By way of example, if a shareholder supplies 100,000 kgMS to
Fonterra and holds 33,334 shares, by virtue of the share buyback
they would only hold 27,778 shares. They would therefore
cease to be in compliance with the minimum shareholding
requirements in relation to Fonterra’s share standard (as they
would hold less than 1/3 of the share standard of 100,000
shares). In addition, their votes would drop from 33 to 27.
However, due to the share subdivision, which will occur at the
same time as the share buyback, the shareholder will continue
to hold 33,334 shares after the buyback, so will remain in
compliance with the minimum shareholding requirement and
will retain their 33 votes.
For completeness, in relation to the Fonterra Shareholders’ Fund
(“Fund”), shares held by Fonterra Farmer Custodian Limited (as
Custodian of the Fund) would be subject to the Scheme. Shares
would be acquired from the Custodian in the same proportion as
for all other Fonterra shareholders. Due to the share subdivision
that will happen at the same time, the Custodian will remain
after the Scheme holding the same number of shares as there
are issued units, as is currently the case. The payment due to the
Custodian will be paid directly to unitholders recorded as being
unitholders at the Record Date (as that term is defined below).
Subject to the approval of shareholders, the final orders from the
High Court sanctioning the Scheme are expected to be made on
31 July 2023.
The share register is currently expected to close at 9:00pm
(New Zealand time) on 10 August 2023, or the date five
business days after the date on which the final orders from
the High Court sanctioning the Scheme are made, whichever
is the latest (“Record Date”). This will be for the purpose
of determining the shareholders who will participate in the
Scheme, the number of shares to be acquired from each such
shareholder and consequently the number of shares arising
from the share subdivision, as well as the amount to be paid to
that shareholder for the shares repurchased by Fonterra. The
share repurchase and subdivision will occur on the business day
following the Record Date.
Payment to shareholders (and unitholders) will be made in
the same manner and into the same account as distributions
have previously been made, within five business days after the
Record Date. Each shareholder will also be issued with a new
shareholding statement showing the share repurchase and share
subdivision, resulting in the same number of shares being held
by the shareholder following implementation of the Scheme as
were held immediately prior to implementation of the Scheme.
Both the payment to shareholders and the provision of a new
shareholding statement will be undertaken by Fonterra’s share
registrar.
Explanatory Notes

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FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Timetable and Key Steps
The timetable of the key steps necessary for the proposed
Scheme is set out in the table below.
EventDate
Special meeting of shareholders12 July 2023
Final orders made by High Court*31 July 2023
Record Date*10 August 2023
Implementation Date*11 August 2023
Payment to shareholders*By 17 August 2023
* The dates above are indicative only. If the final court orders
have not been made by 3 August 2023, the Record Date will
be five business days after the date on which the final orders
from the High Court sanctioning the Scheme are made. The
Implementation Date will occur one business day later, with
payment being made to shareholders within five business days
after the Record Date.
Taxation
The following is provided as general guidance as to the tax
effect in New Zealand. Shareholders should obtain independent
taxation advice on the effect of the Scheme based on their
individual circumstances.
Fonterra has obtained a binding tax ruling from Inland Revenue
that the amount paid to shareholders will be treated as a return
of capital and not as a dividend for New Zealand income tax
purposes.
This means the payment will generally not be taxable for
shareholders unless made in relation to shares which were
acquired for the purpose of resale (which will not include
shares that a shareholder holds to comply with the minimum
shareholding requirements in relation to Fonterra’s share
standard).
The binding tax ruling was made subject to the conditions that
(a) the amount paid to shareholders on the cancellation of
shares will be less than or equal to the “available subscribed
capital per share” calculated under the ordering rule in s CD 23
of the Income Tax Act 2007, and (b) the cancellation will be
a “fifteen percent capital reduction” as defined in s CD 22(9).
Fonterra confirms that it anticipates that both of these
conditions will be met.
Rationale for the Return of Capital
Fonterra has recently completed the sale of its Chilean business
Soprole.
Fonterra has been through an extensive exercise to determine
the best use of the sale proceeds. Some of the sale proceeds
will be used to reduce debt. After taking into account Fonterra’s
balance sheet structure, investment opportunities and operating
outlook, the Board has determined that approximately $800
million should be returned to shareholders by a pro rata return
of capital effected by way of a Court approved scheme of
arrangement under Part 15 of the Companies Act 1993.
In determining the amount of capital to be returned to
shareholders, Fonterra considered a number of factors,
including:
(a) forecast cashflows, including expected capital expenditure;
(b) Fonterra’s ability to meet all of its liabilities and maintain its
credit rating;
(c) the level of sustainable earnings following the disposals;
(d) potential risks, including cyclically adverse price relativities
and tax exposures; and
(e) the solvency position of the Fonterra Group.
In reviewing the options for the return of capital, Fonterra’s
objectives included:
(a) certainty that the return of capital would proceed (with a low
level of execution risk);
(b) ensuring that the payment made to shareholders is
appropriately treated as a return of capital for New Zealand
tax purposes (see further information under the heading
“Taxation”);
(c) ensuring the return of capital will be made in a timely
manner, so that shareholders receive cash in the near term;
and
(d) adopting a method that ensured all shareholders are treated
on the same basis and that the return of capital does not
alter any shareholder’s compliance with the minimum
shareholding requirements in relation to Fonterra’s share
standard, or their level of voting rights.
The Board considers that the above objectives are met and that
the return of capital is in the best interests of shareholders.
Directors of Fonterra and associated persons of Directors
who legally and/or beneficially own shares in Fonterra will
participate in the return of capital in exactly the same way as all
other ordinary shareholders of Fonterra. Directors and/or their
associated persons are entitled to vote on the special resolution
to approve the return of capital.

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
7
Reservations Over Shares
As at 12 June 2023, eight banks had “reservations” registered
with Fonterra’s share registrar (Computershare Investor Services
Limited (“Computershare”)) in respect of a large number of
shareholdings.
A registered reservation has the effect of directing
Computershare to not allow a transfer of the shares subject to
the reservation until authorised to do so by the relevant bank.
As the Scheme will involve a repurchase of shares (being
a transfer of shares to Fonterra), Fonterra has obtained an
authorisation from each of the eight banks that currently hold
reservations to permit each share transfer necessary to give
effect to the Scheme. Each such authorisation has been granted
on the basis that, immediately following the share buyback and
subdivision described above, each reservation will be reinstated
against the same number of shares as it applied to immediately
prior to the share buyback (so that the relevant bank and
shareholder are reinstated to their original positions).
If an additional bank or financier (i.e., one that is not one of
the existing eight banks) seeks to register a new reservation,
Fonterra will engage directly with that bank or financier to
implement a similar arrangement to that described above.
Accordingly, shareholders will not need to engage with
their banks to remove a reservation for the purposes of the
Scheme. Shareholders who have any questions about any other
implications that the Scheme may have in relation to their own
financing arrangements should speak directly with their bank.
Unitholders in the Fund are not affected by the above as the
Scheme does not involve a repurchase of units.
Costs of the Scheme
Fonterra estimates that the implementation costs associated
with the Scheme (excluding the amount which will be returned
to shareholders) will be $944,244.26 (plus GST). (These costs
include external legal fees, anticipated share registry costs,
regulators’ fees, preparation and postage of the Notice of
Meeting Booklet materials and convening the Special Meeting
of Shareholders). The total Share Cancellation Payment will be
determined at the time of implementation of the Scheme. As
at 13 June 2023, Fonterra had 1,609,244,669 shares on issue. At
$3.00 for one in every six shares, the total capital return would
be $804,622,335.
Further Information
Shareholders who have any questions about the effect of the
Scheme on their investment should consult their financial
advisers.
Copies of the Court documents filed in relation to the Scheme
and the initial court orders are available on the following website
nzfarmsource.co.nz/fonterra-special-meeting
Board Recommendation
The Board unanimously recommends that shareholders vote in
favour of the special resolution.

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FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993
BETWEEN: Fonterra Co-operative Group Limited and the holders of shares in Fonterra Co-operative Group Limited at 9:00pm (New
Zealand time) on the Record Date.
1. INTERPRETATION
1.1 In this document, unless the context otherwise requires:
“Business Day” means a day on which the New Zealand Stock Exchange operated by NZX Limited is open for trading.
“Custodian” means the person acting as the custodian of the Fonterra Shareholders’ Fund established by deed dated 23 October
2012, being Fonterra Farmer Custodian Limited.
“Fonterra” means Fonterra Co-operative Group Limited.
“Implementation Date” means the Business Day after the Record Date.
“Record Date” means 10 August 2023, or the date five Business Days after the date on which the final order from the High Court of
New Zealand is made pursuant to section 236(1) of the Companies Act 1993 sanctioning the arrangement, whichever is the latest.
“Share” means a co-operative share in Fonterra.
“Shareholder” means each person who is registered in the share register of Fonterra as the holder of a Share at 9:00pm
(New Zealand time) on the Record Date.
2. ARRANGEMENT
2.1 On the Implementation Date the following steps will occur contemporaneously:
(a) One (1) Share for every six (6) Shares registered in the name of each Shareholder at 9:00pm (New Zealand time) on the Record
Date shall be acquired by Fonterra and cancelled (together with all the rights attaching to those Shares). For this purpose,
fractions of a Share to be acquired by Fonterra shall be rounded up or down to the nearest whole Share (with 0.5 rounded up);
and
(b) One (1) Share that each Shareholder is registered in the share register of Fonterra as the holder of (and which is not to be
acquired by Fonterra pursuant to sub-paragraph (a) above) shall be subdivided into such number of Shares so that immediately
after the acquisition by Fonterra pursuant to sub-paragraph (a) above and such subdivision, each Shareholder is registered in
the share register of Fonterra as the holder of the same number of Shares as that Shareholder held immediately prior to the
acquisition by Fonterra pursuant to sub-paragraph (a) above and the subdivision.
2.2 Within five Business Days after the Record Date, Fonterra shall pay to each Shareholder (or in respect of the Custodian, as the
Custodian may direct Fonterra) $3.00 for each Share which has been acquired by Fonterra from that Shareholder in accordance
with the step in paragraph 2.1(a).
Arrangement Document

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
9
APPENDIX 1:
Special Meeting Voting Paper/Proxy Paper
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 Special 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”.
Unless you choose the 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 Special 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 Paper 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 resolution.
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 in a box, then your proxy cannot vote.
3. Sign the form: Each Shareholder must sign the “Special Meeting Proxy Paper”:
• Individuals/Sole Proprietors: the Shareholder must sign the Special Meeting Proxy Paper.
• Companies: a duly authorised representative of the company must sign the Special Meeting Proxy Paper.
• Joint Shareholders (including trusts, partnerships and estates): it is your responsibility to ensure that the
person(s) signing the Special Meeting Proxy Paper is/are authorised to sign on behalf of, and bind, all joint
holders.
• Attorneys: if the Special 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 Special Meeting Proxy Paper as soon as possible. It must be received by
electionz.com no later than 10.30am on Monday, 10 July 2023.
• Mail by separating, folding and inserting the Proxy Paper into the freepost envelope provided.
To ensure your Special Meeting Proxy Paper reaches electionz.com before the close of voting please post no later than
Wednesday 5 July
2023.
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 Special Meeting by completing the Proxy Paper. 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 Special Meeting, Fonterra Co-operative Group Limited, Private
Bag 92032, Auckland 1142 no later than 10.30am on Monday, 10 July 2023.
FONTERRA SPECIAL MEETING CAPITAL RETURN
Combined Special Meeting
Voting / Proxy Paper
FONTERRA SPECIAL MEETING CAPITAL RETURN
Special 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 MONDAY, 10 JULY 2023
PROXY APPOINTMENT CLOSES AT: 10.30AM ON MONDAY, 10 JULY 2023
1
POSTAL VOTING (INCLUDING ELECTRONICALLY) –
CLOSES AT 10.30AM ON MONDAY, 10 JULY 2023
Either:
(a) Post the completed “Special Meeting Voting Paper” to electionz.com in the freepost reply envelope
provided.
To ensure your Voting Paper reaches electionz.com before the close of voting please post no later
than Wednesday 5 July 2023.
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
BY PROXY – RECEIVED BY 10.30AM ON MONDAY, 10 JULY 2023
Appoint a person to attend the Special Meeting and vote on your behalf. A proxy need not be a
Shareholder.
Indicate your vote with a tick
FORAGAINST
1
Resolution 1: THAT the scheme of arrangement relating to the return of capital to
shareholders, as set out in the Arrangement Document incorporated in the
Explanatory Notes in the Notice of Meeting, be approved
FONTERRA SPECIAL MEETING CAPITAL RETURN
Special Meeting Voting Paper
FONTERRA SPECIAL MEETING CAPITAL RETURN
Special Meeting Proxy Paper
Use this paper to vote by post. If voting online either by way of electronic postal vote or online at the meeting,
refer to instructions overleaf.
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 Special Meeting of Shareholders to be held at 10.30am on Wednesday, 12 July 2023
and at any adjournment of that Special 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
Complete this section to instruct your proxy holder how to vote.
FOR AGAINST
PROXY
DISCRETION
ABSTAIN
1
Resolution 1: THAT the scheme of arrangement relating to the return
of capital to shareholders, as set out in the Arrangement
Document incorporated in the Explanatory Notes in the
Notice of Meeting, be approved
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 electionz.com no later than 10.30am
Monday, 10 July 2023.
Mail by separating, folding and inserting the Proxy Paper into the freepost envelope provided.
SAMPLE
SAMPLE

10
FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
APPENDIX 2:
Final Court Orders Application
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE CIV-2023-404-
UNDER Part 15 of the Companies Act 1993
IN THE MATTER OF an application for orders approving a scheme of arrangement under Part
15 of the Companies Act 1993
FONTERRA CO-OPERATIVE GROUP LIMITED a duly incorporated
company with its registered address at 109 Fanshawe Street, Auckland
Central, Auckland, 1010, New Zealand, and carrying on business as a dairy
co-operative
Applicant
ORIGINATING APPLICATION FOR ORDERS APPROVING A SCHEME OF
ARRANGEMENT UNDER PART 15 OF THE COMPANIES ACT 1993
DATED 26 MAY 2023
K M Massey | H M
Bain
P +64 9 367 8000
F +64 9 367 8163
PO Box 8
DX CX100085
Auckland

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
11
TO: The Registrar of the High Court at Auckland
AND TO: Any person that the High Court directs to be served
THIS DOCUMENT NOTIFIES YOU THAT:
1. The applicant, Fonterra Co-operative Group Limited (“Fonterra”), applies to the Court for the
following orders:
(a) the scheme of arrangement described in the Arrangement Document (which is located at
Schedule 1 of this application) (“Scheme”) is approved;
(b) the Scheme is binding with immediate effect upon:
(i) Fonterra;
(ii) every person who is a Shareholder (as defined in the Arrangement Document) as at
9:00 pm (New Zealand Time) on the Record Date (also defined in the Arrangement
Document); and (iii) such other persons as necessary to give effect to the Scheme; and
(c) Fonterra is granted leave to apply to the Court for approval of any amendment,
modification, or supplement to the Scheme.
2. The grounds on which each of the above orders are sought are:
(a) section 236(1) of the Companies Act 1993 (“Act”) provides jurisdiction for the Court to make
orders that the Scheme is binding on Fonterra and such other persons as the Court may
specify and upon such terms and conditions as the Court thinks fit;
(b) by the date on which this application is determined, Fonterra will have:
(i) complied with the initial orders made by this Court under section 236(2) of the Act; and
(ii) complied with Part 15 of the Act;
(c) the Scheme is such that an intelligent and honest person of business acting in respect of his
or her own interest would reasonably approve it;
(d) the terms and conditions of the Scheme are otherwise fair and equitable to the
shareholders of Fonterra;
(e) the Scheme will not adversely impact Fonterra’s creditors;
(f) as set out in the affidavits and the memorandum of counsel filed in support of this
application and the without notice interlocutory application for initial orders, filed herewith;
and
(g) as set out in any updating affidavits to be filed following implementation of the initial orders
and prior to the determination of this application.
3. This application is made in reliance on:
(a) Part 15 of the Act;
(b) Part 19 of the High Court Rules 2016;
(c) Re CM Banks Ltd [1944] NZLR 248 (SC), Weatherston v Waltus Property Investments Ltd [2001]
2 NZLR 103 (CA), Re Auckland International Airport Ltd [2014] NZHC 405, Re Kirkcaldie & Stains
Ltd [2016] NZHC 112, Re Tenon Ltd [2016] NZHC 2497, Re Tenon Ltd [2017] NZHC 674, Re
New Zealand Oil & Gas Ltd [2017], Re PGG Wrightson Ltd [2019] NZHC 1780, Re Tilt Renewables
Ltd [2022] NZHC 1398, and Re Tower Ltd [2022] NZHC 328;
(d) the memorandum of counsel filed in support of this application and the without notice
interlocutory application for initial orders;

12
FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
(e) the evidence filed in support of this application as set out in:
(i) the affidavit of Michael Rex Cronin, affirmed 26 May 2023; and
(ii) the affidavit of Bruce Ronald Hassall, affirmed 24 May 2023;
(f) any further affidavit(s) filed by Fonterra prior to the determination of this application; and
(g) any further memoranda of counsel filed prior to the determination of this application.
Dated: 26 May 2023
K M Massey | H M Bain
Counsel for the Applicant
This document is filed by Kirsten Margaret Massey, solicitor for the Applicant, of Russell McVeagh.
The address for service of the Applicant is Level 30, Vero Centre, 48 Shortland Street, Auckland 1010.
Documents for service on the Applicant may be left at that address or may be emailed to
kirsten.massey@russellmcveagh.com or hannah.bain@russellmcveagh.com.

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
13
Schedule 1 – Arrangement Document
Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993
BETWEEN: Fonterra Co-operative Group Limited and the holders of shares in Fonterra
Co-operative Group Limited at 9:00pm (New Zealand time) on the Record Date.
1. INTERPRETATION
1.1 In this document, unless the context otherwise requires:
“Business Day” means a day on which the New Zealand Stock Exchange operated by NZX
Limited is open for trading.
“Custodian” means the person acting as the custodian of the Fonterra Shareholders’ Fund
established by deed dated 23 October 2012, being Fonterra Farmer Custodian Limited.
“Fonterra” means Fonterra Co-operative Group Limited.
“Implementation Date” means the Business Day after the Record Date.
“Record Date” means 10 August 2023, or the date five Business Days after the date on which
the final order from the High Court of New Zealand is made pursuant to section 236(1) of the
Companies Act 1993 sanctioning the arrangement, whichever is the latest.
“Share” means a co-operative share in Fonterra.
“Shareholder” means each person who is registered in the share register of Fonterra as the
holder of a Share at 9:00pm (New Zealand time) on the Record Date.
2. ARRANGEMENT
2.1 On the Implementation Date the following steps will occur contemporaneously:
(a) One (1) Share for every six (6) Shares registered in the name of each Shareholder at
9:00pm (New Zealand time) on the Record Date shall be acquired by Fonterra and
cancelled (together with all the rights attaching to those Shares). For this purpose, fractions
of a Share to be acquired by Fonterra shall be rounded up or down to the nearest whole
Share (with 0.5 rounded up); and
(b) One (1) Share that each Shareholder is registered in the share register of Fonterra as
the holder of (and which is not to be acquired by Fonterra pursuant to sub-paragraph
(a) above) shall be subdivided into such number of Shares so that immediately after
the acquisition by Fonterra pursuant to sub-paragraph (a) above and such subdivision,
each Shareholder is registered in the share register of Fonterra as the holder of the
same number of Shares as that Shareholder held immediately prior to the acquisition by
Fonterra pursuant to sub-paragraph (a) above and the subdivision.
2.2 Within five Business Days after the Record Date, Fonterra shall pay to each Shareholder (or in
respect of the Custodian, as the Custodian may direct Fonterra) $3.00 for each Share which has
been acquired by Fonterra from that Shareholder in accordance with the step in paragraph
2.1(a).

14
FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
APPENDIX 3:
Fonterra Online Meeting Guide 2023
Before you begin
Ensure your operating system (desktop, mobile) and browser is supported:
Browsers
• Google Chrome (two latest versions)
• Microsoft Internet Explorer 11
• Microsoft Edge (two latest versions)
• Firefox (two latest versions)
• Safari (two latest versions)
Desktop operating systems
• Windows 7 (latest service pack)
• Windows 8.1 (latest service pack)
• Windows 10 (latest version)
• OS X 10.11 El Capitan
• macOS 10.12 Sierra
• macOS 10.13 High Sierra
Mobile operating systems
• iOS 10 and above
• Android 4.4 and above
To access the meeting online click on the link below, or copy and paste the link to your browser:
https://edge.media-server.com/mmc/go/Fonterra-Special-Meeting-2023
Enter your First Name, Last Name, and Contact Number. These fields are mandatory.
If you are a Proxy, enter your name.
If you are an invitee from another organisation, enter the name of the company.
Click on “Submit”

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
15
The video stream will appear in the left hand screen and begin to play automatically. This will be live once the meeting begins. If it does
not play automatically, click on the “play” icon in the bottom left corner of the screen to begin. The volume control is next to this.
The PowerPoint presentation will appear in the right hand screen.
How to vote
If you have not already voted and wish to vote during the meeting, click on “Click here to vote” in the top menu bar. This will open a
new tab in your browser taking you to the electionz.com voting page.
You will need your Personal Identification Number (PIN) and password from your voting pack.
By entering the PIN and password for a shareholder, you warrant and undertake that you are authorised to exercise the vote of that
shareholder.
The password is case sensitive and must be entered as it appears on your voting paper.
The Chairman will announce to the meeting when online voting on the resolutions opens and closes during the meeting. After voting
online, you do not need to submit your Voting Paper and it can be destroyed.
Asking a Question
In the top menu bar, click on “Ask a question”.
Enter your question and Supply Number(s) in the box on the right of the viewing panel and click “Submit your question” to send.
Click on “Slides” in the top menu bar to return to the PowerPoint presentation.
Technical Help
Click on the “Help” button in the top menu bar or phone support will be available on the day of the event and throughout the meeting
by calling 09 300 3069.
Document Links
The Meeting Guide and Notice of Special Meeting can be accessed by clicking Document Links in the top menu bar.

16
FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
THIS PAGE INTENTIONALLY LEFT BLANK

FONTERRA SPECIAL MEETING 2023 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
17

If undelivered please return to:
The Returning Officer
Fonterra Elections 2023
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

---

Chairman’s Email

21 June 2023

Subject: Notice of Meeting and voting info for July Special Meeting

Kia ora [name],

In March this year we provided details on our intention to return 50 cents per share, which is
approximately $800 million of capital, to shareholders following completion of the sale of
Soprole.

Today I can share further information with you on the Special Meeting that will be held virtually
at 10:30am on Wednesday 12 July, at which shareholders will be asked to vote to approve the
scheme of arrangement related to this proposed capital return.

Your voting packs have been posted and should be arriving in your mailbox over the coming
days.

In the meantime, the Notice of Meeting document can be viewed here and a guide showing how
you can join the virtual meeting is available here. Information related to the Special Meeting will
be kept updated on this Farm Source page.

You can vote online from tomorrow morning once you receive an email from
iro@electionz.com with your Pin and Passcode. Voting will remain open until 10.30am on
Monday, 10 July 2023. You can also vote via post, at the meeting or by proxy – for details see
further information on pages 1-2 of the Notice of Meeting.

How the return of capital will work

If approved by shareholders, the capital return will be a pro rata return of capital effected by a
Court approved scheme of arrangement under Part 15 of the Companies Act 1993.

One in every six of your shares will be bought back by Fonterra and immediately cancelled. In
return you will receive $3.00 for each cancelled share.

At the same time as the share cancellation, a share subdivision will occur so that, immediately
after the share buyback and subdivision, you will continue to hold the same number of shares
as you held before the share buyback and subdivision. The share subdivision ensures that no
shareholder’s compliance with their minimum shareholding requirements in relation to
Fonterra’s Share Standard or their voting entitlement is affected by the share buyback.

While shareholders will receive $3.00 for each share that Fonterra buys back, shareholders will
not pay anything for the shares they receive as a result of the share subdivision.

The tax consequences of the return of capital are set out under the heading “Taxation” in the
Explanatory Notes to the Notice of Meeting. We recommend that you obtain independent tax
advice on the effect of the capital return, based on your individual circumstances.

Next steps

The capital return requires approval by at least 75% of the votes cast on the resolution at the
Special Meeting.

If the return of capital is approved by shareholders at the Special Meeting, there’s nothing you
need to do after that. Fonterra will then seek final Court approval to undertake the return of
capital. It is expected that the scheme will occur on 11 August 2023 with payment to be made
by 17 August 2023 (these dates are indicative only at this stage).

The voting process is being overseen independently by electionz.com and you can expect to
receive email and/or text reminders while the voting period is open. If you have any queries
regarding the voting process, please call electionz.com during normal office hours on 0800 666
034.

Peter.

---

To: [Email address]
Subject: Voting Pack for the 2023 Special Meeting – Capital Return

Dear <Shareholder’s first name>


Voting Pack for the 2023 Special Meeting – Capital Return

This Voting Pack email provides you with the information and documentation you need to vote for the upcoming
Fonterra Special Meeting – Capital Return. The Special Meeting will be held virtually at 10:30am NZST on
Wednesday 12 July 2023.

You can attend the meeting and participate online by using the following link to the virtual meeting platform.
https://edge.media-server.com/mmc/go/Fonterra-Special-Meeting-2023

The Voting Pack has been mailed to all Shareholders on the Share Register at 9:00pm NZST on 19 June 2023.
You will also receive the Voting Pack materials by post.
In accordance with the Constitution, your voting entitlement for the Special Meeting is based on your share-
backed milk supply, with one vote for every 1,000 kilograms of milksolids (kgMS) backed by shares that you
supplied to Fonterra during the season ended 31 May 2023. A "Secondary Shareholder’s" voting entitlement is
based on share backed milk supply, up to the ‘agreed percentage’ in relation to Fonterra's Share Standard for
the supplying farm.
If you are a Supplying Shareholder and did not supply last season but now own an existing farm that did, your
voting entitlement (and your Secondary Shareholders’ (if any)) is either based on that farm’s supply last season
or on the Board’s estimate of milksolids production for this season. In the case of a dry farm conversion and
farm amalgamations/divisions, voting entitlement is based on the Board’s estimate of milksolids production for
the season ended 31 May 2024. Milk supplied on Contract Supply and milk which is not backed by shares is
excluded from milksolids production when calculating voting entitlements. Voting entitlements will be calculated
based on shareholdings recorded in the Share Register at 9:00pm NZST on 10 July 2023.
There is one special resolution to be voted on and this will be passed if approved by a majority of 75% or more
of the votes of those Shareholders entitled to vote and voting on the resolution.
The quorum for the Special 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
resolution to be considered at the meeting.
You can vote in any one of four ways. The Board has approved the use of online and postal voting for the
Special Meeting. You may also attend the Special Meeting virtually to vote, or appoint a proxy or representative
to attend virtually and vote for you.
Please read the following information carefully before voting.
Attached to this Voting Pack email are:
• Notice of Meeting booklet (or click
HERE); and
• Special Meeting Voting Paper and Proxy Form (or click HERE)

Please note that the Voting Pack you receive in the post will also include a freepost envelope, however, if you
are based outside of New Zealand, due to delivery timeframes, Fonterra recommends that you attend the
meeting virtually to vote or use one of the other voting methods.


Please see below for details of the Special Meeting and detailed voting instructions.

Voting Methods for Fonterra Special Meeting

Your vote can be cast in ONE of the following four ways. Please use only one option, and vote only once.
1. ONLINE Vote via nzfarmsource.co.nz. Login using your Farm Source login and password
and follow the link to the voting site. You will be asked at the voting site to enter
your unique Personal Identification Number (PIN) and password. Your PIN and

password are printed on your Voting Paper. Follow the onscreen instructions to
submit your vote. Once you have submitted your vote you will be able to print a
confirmation. After voting online, you do not need to submit the Voting Paper and it
can be destroyed.
2. POSTAL Complete and sign your Voting Paper, then fold your Voting Paper and post it to
electionz.com Limited in the freepost envelope provided in the physical Voting
Pack. However, if you are based outside of New Zealand, due to delivery
timeframes, Fonterra recommends that you attend the meeting virtually to vote or
use one of the other voting methods.
3. AT THE MEETING Vote by attending the Special Meeting virtually, or by appointing a proxy or
representative who can attend the Special Meeting virtually to vote on your behalf.
Attend the Special Meeting virtually, by logging into the virtual meeting platform
using the link provided at the beginning of this email and voting online as described
at item 1. above.
4. BY PROXY Appoint a proxy/representative to attend the Special Meeting and vote on your
behalf by completing and returning the Proxy Form. Further instructions are on the
back of the Proxy Form.
Important: If you have more than one farm, you will receive a Voting Pack for each farm and you must
complete the Voting Paper in each Voting Pack for all of your votes to be counted.
Votes for the Special Meeting cast in advance by internet or post, and Proxy Forms appointing a proxy, must be
received by electionz.com Limited by no later than 10:30am NZST on Monday 10 July 2023.

Any queries regarding voting should be made to the electionz.com Helpline on free phone +64 (0)800 666 034.

Yours faithfully
Warwick Lampp
Returning Officer – 2023 Fonterra Special Meeting
Free phone 0800 666 034
iro@electionz.com

For any assistance with voting, please phone the electionz.com Helpline on free phone +64 (0)800 666 034.