Fonterra 2023 Special Meeting Materials

FONTERRA SPECIAL MEETING
26 JULY 2023
CHAIR’S ADDRESS

Your Co-op has been working to deliver the proposed capital return related to the sale
of Soprole as early as possible.

In May, we announced our intention to bring forward the payment date for the capital
return from October to August.

The capital return of 50 cents per share, which is approximately $800 million, will be
implemented using a scheme of arrangement under the Companies Act, which is a
common process for this type of transaction.

Subject to approval by shareholders, and receipt of final Court orders, the Co-op is on
track for the capital return to be paid in August this year.

Indicative timings of the key steps related to the proposed Scheme are set out on the
slides.

The dates on the slides may change depending on when final Court orders are
received.

Subject to the Scheme being approved by shareholders and final Court orders, the
payment process will happen in the background.

You don’t need to do anything, but we want to let you know about the mechanics of
the Scheme for your awareness.

One of the key points is that shareholders will hold the same number of shares as they
held immediately before the capital return.

Further details on how it will work are as follows:

• Fonterra will purchase one out of every six shares held by each shareholder for
$3.00 per share repurchased. This is equivalent to 50 cents for each of the six
shares.

• At the same time, one share held by each shareholder, which is not bought by
Fonterra, will be subdivided so that each shareholder will end up holding the same
total number of shares as they held before the repurchase. This is to avoid creating
share compliance issues for farmers or impacting shareholders' voting rights.

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 capital return that shareholders receive will generally not be taxable.
More information on this is in the Notice of Meeting.

The Scheme will also apply to the shares held by the Custodian of the Fonterra
Shareholders' Fund. The Custodian will pass on the payment directly to unit holders.

There will be no change to the number of units on issue.

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Fonterra Special Meeting –
Capital Return
26 July 2023
10.30 a.m.

© Fonterra Co-operative Group
Agenda
2
Welcome
Chairman’s Address
Resolution: Approval of the Scheme of Arrangement
relating to the Capital Return
Closing

© Fonterra Co-operative Group
Peter McBride
Chairman’s Address

© Fonterra Co-operative Group
Indicative Timetable
4
26 July 2023
Special Meeting of
Shareholders
We are
here
15 August 2023
Final orders made
by High Court¹
22 August 2023
Record Date¹
23 August 2023
Implementation
Date¹
By 29 August 2023
Payment to
Shareholders¹
1.The dates above are indicative only. If the final court orders have not been made by 3 August 2023, the Record Date will be fivebusiness 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.

© Fonterra Co-operative Group
Mechanics of the Scheme
5
How much will
shareholders
receive?
Fonterra will purchase one out of every six shares for $3 per
share – this is equivalent to 50 cents for each of the six shares
No change in
number of shares
held
At the same time, one share held by each shareholder will be
subdivided so that each shareholder will end up with the same
total number of shares as before the repurchase
Equal treatment
for unit holders
The scheme will apply equally to shareholders and unit holders
– there will be no change to the number of units on issue
Return will
generally not be
taxable
Binding tax ruling from the IRD that the payment will be treated
as a return of capital and not as a dividend

© Fonterra Co-operative Group
6
Approval of the Scheme of
Arrangement relating to the
Capital Return
Resolution
Please vote by
clicking on the
“Click here to vote”
button in the top
menu bar.
For any assistance with voting,
please phone the
electionz.com Helpline on
+64 (0)800 666 034

Thank you.