Fonterra Shareholders’ Fund Annual Results 2023

Page 1

Results for announcement to the market
Results for announcement to the market
Name of issuer Fonterra Shareholders’ Fund
Reporting Period 12 months to 31 July 2023
Previous Reporting Period 12 months to 31 July 2022
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$82,000 N/A
Total Revenue $82,000 N/A
Net profit/(loss) from continuing
operations
$nil -%
Total net profit/(loss) $nil -%
Final Distribution
Amount per Quoted Equity
Security
$0.40
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date 28/09/2023
Distribution Payment Date 13/10/2023
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$3.53 $3.02
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
Please refer to the audited financial statements for further explanation.
Revenue from continuing operations comprises net fair value movements
of Economic Rights of Fonterra Shares, and (if any) dividend income.
Revenue from continuing operations has moved from a loss in the prior
year of $57,000,000 to a gain for the current reporting period. Therefore,
the percentage change is not considered meaningful.
Authority for this announcement
Name of person

authorised to
make this announcement
Jackie Floyd

Contact person for this
announcement
Simon Till

Contact phone number
+64 21 777 807

Contact email address
Investor.relations@fonterra.com

Date of release through MAP

21/09/2023

Audited financial statements accompany this announcement.

---

Fonterra
Shareholders’
Fund Annual
Report 2023

Kathryn, Matthew,
Zara, Aiden & Brianna,
Taranaki

Contents
CHAIR REPORT04
OUR BOARD06
FINANCIAL STATEMENTS08
Manager’s Statement08
Statement of Comprehensive Income09
Statement of Changes in Amounts
Attributable to Unit Holders
09
Statement of Financial Position10
Cash Flow Statement10
Significant Accounting Policies11
Notes to the Financial Statements15
Independent Auditor’s Report20
S TATUTORY INFOR M ATION22
CORPORATE GOVERNANCE STATEMENT26
DIRECTORY34
OUR REPORTS ARE AVAILABLE
FROM FONTERRA.COM/NZ/
EN/INVESTORS.HTML
OUR 2023 SUITE
OF REPORTS
Annual Review 2023
(Referenced as AR)
Financial Statements 2023
(Referenced as FS)
Business Performance
Report 2023
(Referenced as BP)
Sustainability Report 2023
(Referenced as SR)
Governance & Statutory
Disclosures 2023
(Referenced as G&S)
Modern Slavery Statement
2023
(Referenced as MS)
Farmgate Milk Price
Statement 2023
(Referenced as MP)

Dear unit holders,
Fonterra has delivered a
strong financial result in
2023, and consequently
distributions back to the
Fonterra Shareholders’ Fund
(the Fund), and you as a unit
holder, have improved.
Normalised earnings per share came in at the top of the range
at 80 cents per share and with these higher earnings and a
strengthened balance sheet, Fonterra declared a final dividend
of 40 cents per share. As a result, unit holders will receive a
final distribution of 40 cents per unit. The record date for the
final distribution is 28 September 2023 and the payment date
is 13 October 2023.
When combined with the interim distribution of 10 cents per unit
in April and the 50 cents per unit capital return in August, this is a
total cash distribution of $1.00 per unit during 2023.
Over the past two years, the Fund has been impacted by the
uncertainty around Fonterra’s capital restructure consultation.
This concluded during the year with the implementation of the
Co-op’s new Flexible Shareholding structure in March 2023.
While this was a disruptive period for unit holders and
shareholders, the FSF unit price has increased 51 cents, or 17%,
over the financial year from an opening price of $3.02 per unit on
1 August 2022 to a closing price of $3.53 per unit on 31 July 2023.
During the same period the NZX50 declined just under 2%.
Since the end of the financial year Fonterra has completed the
capital return process and the unit price has adjusted to reflect
the return of capital to shareholders and unit holders.
The Fund, and the Board of FSF Management Company Limited
(FSF Management) that oversees it, have no direct involvement in
Fonterra’s operations. However, as a holder of Economic Rights in
Fonterra Co-operative Group Limited (Fonterra) the performance
of the Fund is tied directly to Fonterra’s performance. The Board
of FSF Management reviewed the specific areas of focus in
monitoring the interests of unit holders during the year and liaises
regularly with Fonterra in raising relevant matters.
Chair
Report
04
Chair Report

Mary Jane Daly
– Chair
Business performance for the 2023
financial year
Fonterra’s profit after tax increased $994 million to $1.58 billion.
Excluding minority interests this is equivalent to 95 cents per
share, up from 36 cents per share in the comparable period.
Fonterra’s profit after tax performance reflects a $1.3 billion
increase in gross profit to $4.6 billion. The increase in gross profit
was mainly due to favourable product margins in Fonterra’s
Ingredients channel, in particular, protein and cheese products
across multiple markets. The Foodservice channel earnings also
improved as in-market product prices adjusted to reflect the
higher cost of milk over recent years. However, market conditions
for Fonterra’s businesses in the Consumer channel remain
challenging, and earnings were down due to impairments on
Fonterra’s New Zealand consumer business and on Fonterra’s
Asia Brands – Anlene™, Anmum™ and Chesdale™.
Fonterra’s Total Group operating expenses increased
$344 million to $2.8 billion, mainly due to inflationary pressure
and impairments of $252 million.
Excluding the net gain on divestments, Fonterra’s normalised
profit after tax was up $738 million to $1.33 billion, and excluding
minority interests this is equivalent to 80 cents per share.
It is pleasing to see Fonterra’s operating environment continue
to improve following the pandemic, and with its global supply
chain network stabilising and slowly returning to normal,
Fonterra’s inventory levels at year end have improved. Year end
net debt was $3.2 billion, $2.1 billion lower due to the improved
inventory levels, increased earnings and the sale of Soprole for
aggregate proceeds before tax, hedging and transaction costs of
$1.3 billion – of which $804 million was returned to shareholders
and unit holders on 18 August 2023, and was provided for in the
year end net debt amount.
2024 financial year outlook
Looking at the 2024 financial year, it has started with reduced
demand for whole milk powder from key importing regions and
this has impacted the outlook for Fonterra’s Farmgate Milk Price,
with a 2023/24 forecast range currently of $6.00 - $7.50 per
kgMS, with a midpoint of $6.75.
The lower Farmgate Milk Price does mean the cost of milk
flowing into Fonterra’s Foodservice and Consumer businesses
will assist improved margins in these channels. In addition, the
favourable price relativities that Fonterra experienced across
FY23, while having reduced from their peaks, are still favourable.
As such, Fonterra’s forecast FY24 earnings are 45-60 cents
per share.
Fonterra’s CEO, Miles Hurrell, believes over the long-term,
the outlook for New Zealand dairy remains positive. Demand for
sustainable nutrition is continuing to grow and by implementing
Fonterra’s strategic plan they are well positioned to meet
this demand.
Mr Hurrell has also noted Fonterra’s intention to accelerate plans
to extract more value from its milk by refining its innovation
portfolio and investing in new areas for growth.
Fonterra intends to provide an update on its long-term strategy
early in calendar year 2024, which will further detail Fonterra’s
market context and plans to 2030 and beyond.
For further information on Fonterra’s 2023 financial performance,
I encourage you to visit Fonterra’s investor relations webpage.
Chair Report CONTINUED
Maunsell Farm,
Waiuku
05

Our
Board
Mary Jane Daly
Independent Director appointed by unit holders
Mary Jane Daly was appointed to the FSF Board in November
2020. She was appointed as Chair in November 2022.
Mary Jane is a professional director with a wide range of
experience across a number of industries. Her executive
background is in banking and finance in a variety of roles both in
New Zealand and the UK.
Mary Jane is Chair of AIG Insurance New Zealand Limited, a
Member of the Risk & Advisory Committee at the Ministry of
Business, Innovation and Employment, and an Independent
Director of Kiwibank Limited, and Kiwi Property Group Limited.
Previous governance roles have included Cigna Life Insurance
New Zealand, the Earthquake Commission, OnePath Life,
Airways Corporation, Auckland Transport and the NZ Green
Building Council. Her last corporate executive role was leading
State Insurance.
BCom, MBA
Carlie Eve
Independent Director appointed by unit holders
Carlie Eve was appointed to the FSF Board in November 2022.
Carlie has over 25 years’ experience in financial markets and
the corporate sector. She has held executive roles across equity
research, investment banking, investor relations, corporate
strategy and funds management.
Carlie is currently Chair of the Diocesan School Heritage
Foundation and a Director of Kiwi Property Group Limited, and
was previously a Director of Hobsonville Land Company Limited.
BSc, BCom
06

Andy Macfarlane
Appointed to the Board of the Manager by Fonterra
Andy Macfarlane was elected to the Fonterra Board in 2017, and
has served on the FSF Board since February 2019. Andy was a
farm management consultant for 38 years and is a past President
of the New Zealand Institute of Primary Industry Management
(NZIPIM). He is a Director of ANZCO, chairs the SFFF Plantain
Project and Edgewater Hotel Lake Wanaka and is a member of the
International Farm Management Association (IFMA). Andy is a
previous Director of Ngai Tahu Farming Limited and AgResearch,
past Chair of Deer Industry New Zealand, and served on the
council of Lincoln University for 12 years.
Andy and his wife Tricia commenced farming in 1989 and live
near Ashburton. His shareholding interests are in Canterbury. He
has a strong interest in the governance of food processing and
manufacturing, research and development, and strategic use of
technology in the farming sector.
B . Agr. Sc
John Nicholls
Appointed to the Board of the Manager by Fonterra
John Nicholls was elected to the Fonterra Board in 2018, and
joined the FSF Board in November 2022. John is an experienced
company director, and is the current chair of MHV Water,
New Zealand’s largest intergenerational irrigation co-operative.
As the owner of several mid-Canterbury dairy farms forming part
of the Rylib Group, John is highly focused on investing in and
mentoring the next generation of farmers in New Zealand and
safeguarding the sustainability of farming for the long term. He
brings professionalism, cost consciousness and a strategic mindset
to governance, ensuring that business operations align with core
strategy and are consistently adding value.
John served on the Fonterra Co-operative Council from 2009
to 2011.
B.Agr, PG AgrSci
Our Board CONTINUED
Alastair Hercus
Independent Director appointed by unit holders
Alastair Hercus was appointed to the FSF Board in November 2022.
Alastair has been a Partner at Buddle Findlay, a leading corporate
law firm, since 1995, following an earlier career as a diplomat in
the Ministry of Foreign Affairs and Trade.
He has significant professional experience working with
co-operatives and primary sector businesses, and in corporate
governance and economic regulation. He is an experienced
director, particularly in the co-operative and mutual sector. He is
a former Deputy Chair of the Medical Assurance Society and is
currently Chair of Co-operative Life Limited.
In the public sector he is a Commissioner at Toka Tū Ake EQC,
a Director of Invercargill Airport Limited and Chair of the Risk
& Advisory Committee at the Ministry of Business, Innovation
and Employment.
BA (Hons), LLB
07

Manager’s Statement
FOR THE YEAR ENDED 31 JULY 2023
FSF Management Company Limited (the Manager) presents to the unit
holders the financial statements for the Fonterra Shareholders’ Fund
(the Fund) for the year ended 31 July 2023.
The Manager is responsible for presenting financial statements for each financial year which
fairly present the financial position of the Fund and its financial performance and cash flows
for that period.
The Manager considers the financial statements of the Fund have been prepared using
accounting policies which have been consistently applied and supported by reasonable
judgements and estimates, and that all relevant financial reporting and accounting standards
have been followed.
The Manager believes that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position of the Fund and facilitate
compliance of the financial statements with the Financial Markets Conduct Act 2013 and the
Fonterra Shareholders’ Fund Trust Deed.
The Manager considers that it has taken adequate steps to safeguard the assets of the Fund,
and to prevent and detect fraud and other irregularities.
The Manager approves and authorises for issue the financial statements for the year
ended 31 July 2023 presented on pages 9 to 19.
For and on behalf of the Board of the Manager:
Alastair Hercus
Director
FSF Management Company Limited
20 September 2023

Mary Jane Daly
Chair
FSF Management Company Limited
20 September 2023

Financial
Statements
For the year ended 31 July 2023
08

Statement of Comprehensive Income
FOR THE YEAR ENDED 31 JULY 2023
31 JULY 202331 JULY 2022
Net fair value gain/(loss) on revaluation of Economic Rights of
Fonterra shares55(78)
Dividend income2721
Investment income/(expense)82(57)
Net (increase)/decrease in fair value of amounts attributable to unit holders(55)78
Distributions to unit holders(27)(21)
Finance (cost)/income(82)57
Profit before tax––
Tax exp ense––
Profit for the year––
There are no items of other comprehensive income.
The accompanying significant accounting policies and notes form part of these financial statements.
Statement of Changes in Amounts
Attributable to Unit Holders
FOR THE YEAR ENDED 31 JULY 2023
Amounts attributable to unit holders at 1 August 2022324
Movements:
Revaluation of amounts attributable to unit holders55
Capital return payable to unit holders(54)
Amounts attributable to unit holders at 31 July 2023325
Amounts attributable to unit holders at 1 August 2021402
Movements:
Revaluation of amounts attributable to unit holders(78)
Amounts attributable to unit holders at 31 July 2022324
($ MILLION)($ MILLION)
09

Statement of Financial Position
AS AT 31 JULY 2023
Cash Flow Statement
FOR THE YEAR ENDED 31 JULY 2023
NOTES31 JULY 202331 JULY 2022
Assets
Economic Rights of Fonterra shares2325324
Capital return receivable654–
Total assets379324
Liabilities
Amounts attributable to unit holders3325324
Capital return payable654–
Total liabilities379324
NOTES31 JULY 202331 JULY 2022
Cash flows from operating activities
Cash was provided from:
– Dividends received2721
Net cash flows from operating activities42721
Cash flows from financing activities
Cash was applied to:
– Distributions paid to unit holders(27)(21)
Net cash flows from financing activities(27)(21)
Net change in cash and cash equivalents––
Cash and cash equivalents at the beginning of the year––
Cash and cash equivalents at the end of the year––
The accompanying significant accounting policies and notes form part of these financial statements.
($ MILLION)($ MILLION)
10

a) General Information
The Fonterra Shareholders’ Fund (FSF or the Fund) is a New Zealand managed investment scheme
established to be the ‘Authorised Fund’ referred to in Fonterra’s Constitution. It is an FMC Reporting
Entity registered under the Financial Markets Conduct Act 2013 and its governing document is the
Fonterra Shareholders’ Fund Trust Deed (the Trust Deed) dated 23 October 2012 (as amended) and
has a life of 80 years. Under the Trust Deed, the Fund may invest only in authorised investments,
which are the Economic Rights of Fonterra shares (Economic Rights), and issue units to investors. It
may not invest directly in Fonterra shares (Shares).
The Fund is listed on the NZX Main Board operated by NZX Limited and as a Foreign Exempt Listing
on the Australian Securities Exchange operated by ASX Limited. The activities of the Fund and the
issue of units to the public are managed by FSF Management Company Limited (the Manager). The
immediate and ultimate parent of the Fund is Fonterra Co-operative Group Limited (Fonterra, or the
Co-operative).
The New Zealand Guardian Trust Company Limited (the Trustee) acts as the trustee for the Fund. The
Economic Rights assets are held on trust for the Trustee under the Fonterra Economic Rights Trust by
Fonterra Farmer Custodian Limited (the Custodian). The trustees of the Fonterra Farmer Custodian
Trust also hold one unit known as the Fonterra unit.
The registered office of the Manager is 109 Fanshawe Street, Auckland Central, Auckland 1010,
New Zealand.
The financial statements were authorised for issue by the Manager on 20 September 2023.
Fonterra financial statements
Investors are encouraged to read the financial statements of Fonterra, together with the financial
statements of the Fund, given that the performance of the Fund is driven by the performance of
Fonterra. The Fonterra financial statements can be found at www.fonterra.com in the ‘Investors/Results
& Reporting’ section.
Significant Accounting Policies
FOR THE YEAR ENDED 31 JULY 2023
Fonterra’s capital structure review
At a Special Meeting held on 9 December 2021, Fonterra shareholders voted in favour of capital
structure related amendments to Fonterra’s Constitution that would give effect to the Flexible
Shareholding structure (Flexible Shareholding). Fonterra transitioned to Flexible Shareholding on
28 March 2023.
Since 6 May 2021 when Fonterra commenced consultation on its capital structure review and capped
the Fund, the ability for the Fund to acquire Economic Rights and issue units to investors (i.e. to exchange
shares for units) on a day-to-day basis has been suspended. This remains, as a capped Fund is a feature
of Flexible Shareholding. Under the Constitution, the Fonterra Board retains its current rights to regulate
this process. If, in the future, the Board considered it was appropriate to increase the Fund size, it could
do so up to the overall limit specified in the Constitution.
Flexible Shareholding caps the overall Fund size at 10% of the total number of Fonterra shares on issue.
As at 31 July 2023, the Fund size is 6.7% (31 July 2022: 6.7%).
On 8 June 2022 Fonterra announced that it would allocate up to $50 million to an on-market share
buyback programme, commencing 30 June 2022. This $50 million buyback ended on 27 March 2023.
On 16 March 2023, Fonterra announced further details of the “Transitional Buyback” which commenced
on 28 March 2023 and ended on 9 June 2023. The Transitional Buyback is aimed at supporting liquidity
in the Fonterra Shareholders’ Market (FSM) as shareholders transition to the new Flexible Shareholding
capital structure.
During the year ended 31 July 2023 Fonterra had bought back 3,530,916 shares at a total cost of
$9 million (31 July 2022: 532,294 shares at total cost of $1 million) under the $50 million buyback,
and 50,000 shares at a total cost of $0.1 million under the Transitional Buyback. The buybacks have
not had a material impact to the Fund size percentage.
Units continue to be available on the NZX and ASX to buy and sell and unit holders continue to
be eligible to receive distributions.
Information about Fonterra’s capital structure review is available in the ‘Investors/Capital Structure’
section of Fonterra’s website.
As the Fund is retained under Flexible Shareholding, and Fonterra has no current intention to buy
back the Fund, these financial statements have been prepared on a going concern basis.
11

Significant Accounting Policies CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Activities
The principal activity of the Fund is to acquire and hold Economic Rights and issue units to investors
to allow investors in the Fund an opportunity to earn returns based on the financial performance of
Fonterra. As reflected in the previous section, the ability to exchange shares for units is suspended
under Flexible Shareholding.
Economic Rights and units
One Economic Right represents the right to receive dividends and other economic benefits derived
from a fully paid share in Fonterra. This does not include the right to hold legal title to the share or to
exercise voting rights in Fonterra.
A unit constitutes an undivided interest in the Fund. The Fund is designed to have the effect that each
unit on issue in the Fund will represent the Economic Right derived from a single share in Fonterra.
Key attributes of Economic Rights
–The right to receive a distribution equivalent to any dividend declared by the Fonterra Board
(before PIE tax, withholding tax or other tax on distribution).
–The right to participate in other transactions in respect of Fonterra shares such as bonus issues,
rights issues or buybacks.
–The right to share in any surplus on liquidation of Fonterra.
Key rights and restrictions of unit holders
–Unit holders will be entitled to have passed through to them an amount equal to any dividend payable
in relation to a share in Fonterra (less any PIE tax, withholding tax or any other adjustments for tax in
relation to that unit holder).
–If Fonterra reconstructs or adjusts its shares, an equivalent reconstruction or adjustment will be made
in respect of units.
–If Fonterra makes bonus issues or rights issues of shares to its shareholders, corresponding issues of
units will be made to unit holders.
–If there is an offer to acquire shares held by the Custodian, the Fund will seek instructions from unit
holders as to whether the offer should be accepted. If a unit holder directs the Fund to accept the
offer, the Fund will redeem units from such unit holder and accept the offer for shares in proportion
to that direction. The amount received from the sale of the shares will be paid by the Fund to the
unit holder.
–Unit holders are entitled to attend and vote at unit holder meetings and to elect three Directors of
the Manager of the Fund. The additional two Directors of the Manager of the Fund are appointed
by Fonterra.
–Unit holders do not have any right to attend or vote, or request the Custodian to attend or vote,
at any meeting of Fonterra farmer shareholders.
Key rights of the Fonterra unit holder
–The Trust Deed cannot be amended without the prior approval of the holder of the Fonterra unit
if that amendment would change the governance structure of the Board of the Manager, the scope
and role of the Fund, the exchange mechanism for units and Economic Rights and the individual
fund size restrictions.
–In other respects, the holder of the Fonterra unit has the same rights as any other unit holder.
a) General Information CONTINUED
12

Significant Accounting Policies CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
b) Basis of Preparation
These financial statements comply with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and have been prepared in accordance with Generally Accepted Accounting
Practice (GAAP) applicable to for-profit entities. These financial statements also comply with
International Financial Reporting Standards (IFRS).
These financial statements are prepared on a historical cost basis, except for Economic Rights and
amounts attributable to unit holders which have been measured at fair value.
These financial statements are presented in New Zealand dollars ($), which is the Fund’s functional
and presentation currency, and rounded to the nearest million, except where otherwise stated.
The same accounting policies are followed in these financial statements as were applied in the
financial statements for the year ended 31 July 2022.
The preparation of financial statements requires the Manager to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and
judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Revisions of accounting estimates are recognised in the period in which the estimates are revised and
in any future periods affected.
The judgement that has the most significant effect on the amounts recognised in the financial
statements relates to the valuation of the Economic Rights of Fonterra Shares. The valuation approach
used for the Economic Rights is described in Note 1.
c) Operating Segments
The Fund’s investments only include Economic Rights assets and the Fund’s performance is evaluated
on an overall basis. Therefore, the Fund is a single-segment entity.
All of the Fund’s income is from investments in the Economic Rights.
The internal reporting provided to the Board of the Manager, which is the Fund’s chief operating
decision maker, for the Fund’s assets, liabilities and performance is prepared on a consistent basis with
the measurement and recognition principles of NZ IFRS. The Board of the Manager reviews the Fund’s
internal reporting in order to assess the performance and position of the Fund.
d) Dividend Income
Dividend income from investments in Economic Rights is recognised in profit or loss on the date
that the right to receive payment of the dividend is established, when it is probable that the
economic benefits will flow to the Fund and the amount of the dividend can be reliably measured.
e) Distributions to Unit Holders
Distributions payable to unit holders are recognised in profit or loss as finance costs in the period in
which they are declared by the Board of the Manager.
f) Financial Assets and Financial Liabilities
A financial asset or liability is recognised when the Fund becomes a party to the contractual
provisions of the asset or liability (i.e. trade date).
Financial assets are derecognised if the Fund’s contractual rights to the cash flows from the financial
assets expire or if the Fund transfers the financial asset to another party without retaining control
or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Fund’s
obligations specified in the contract expire or are discharged or cancelled.
Economic Rights of Fonterra shares
The Economic Rights of Fonterra shares are measured at fair value. Changes in fair value are
recognised as investment income or expense in profit or loss. The Economic Rights are a
current asset.
Amounts attributable to unit holders
The Fund has an obligation to repurchase units from Farmers, the Registered Volume Providers and
Fonterra, therefore the amounts attributable to unit holders is a financial liability. It is presented
as a financial liability because it does not meet the limited set of criteria that would allow it to be
presented as equity. The amounts attributable to unit holders is a current liability.
The Fund manages its amounts attributable to unit holders on a fair value basis. Therefore, the Fund
has elected to measure the amounts attributable to unit holders at fair value. Changes in fair value
are recognised as finance costs in profit or loss.
13

Significant Accounting Policies CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Stu,
Manawatū-Whanganui
g ) Ta x
The Fund has elected to be a ‘foreign investment variable-rate Portfolio Investment Entity’ for
New Zealand income tax purposes. Due to this election, income is effectively taxed in the hands of
the unit holders and therefore the Fund has no tax expense, current tax payable or deferred tax assets
or liabilities.
The Fund will attribute PIE income (being Fonterra dividends) to unit holders and pay tax on that
income at each relevant unit holder’s nominated prescribed investor rate (PIR), being their applicable
tax rate, subject to the option to apply the non-resident withholding tax rules in respect of Notified
Foreign Investors. When the Fund receives Fonterra dividends the Fund will retain an amount from
dividends distributed to a unit holder to satisfy the PIE (or withholding) tax liability in relation to that
unit holder and pay amounts owing direct to the IRD. It is not anticipated that the Fund will have a PIE
tax loss or excess tax credits which will be attributed to unit holders.
h) New Standards and Interpretations
Standards issued but not yet effective
No new or amended standards and interpretations that became effective for the year ended 31 July
2023 have had a material impact to the Fund.
14

–Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
–Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued using: quoted prices in active
markets for similar instruments; quoted prices for identical or similar instruments in markets that are
considered less than active; or other valuation techniques for which all significant inputs are directly
or indirectly observable from market data.
–Level 3: Valuation techniques using significant unobservable inputs. The Fund has no Level 3 instruments.
The Fund’s amounts attributable to unit holders is a Level 1 instrument as the unit price is quoted
on the NZX Main Board, which is considered to be an active market. The Manager considers market
prices to be the most representative measure of fair value as they are used by market participants as a
practical expedient for fair value measurement.
Where there is a bid and ask price, the Fund uses the price within that range that is most representative
of fair value. Where the last traded price is within that range, the Fund uses the last traded price as fair
value. Where the last traded price falls outside that range the Fund uses the mid-point between the bid
and ask prices.
The market is monitored on an on-going basis to confirm that it remains active for the purposes of
establishing fair value.
Economic Rights are Level 2 instruments as Economic Rights are not listed and there is no active market
for Economic Rights assets. Economic Rights are valued using the quoted price of units (which are
considered to be a materially comparable instrument) in the Fund listed on the NZX Main Board. The
validity of assumptions relating to the comparability between a unit and an Economic Right has been
considered in the context of Fonterra’s capital structure review and remains appropriate.
There have been no transfers between the categories in the fair value hierarchy during any of the
periods presented.
Capital risk management
The Fund manages its amounts attributable to unit holders as capital, notwithstanding that amounts
attributable to unit holders is classified as a financial liability.
While the Fund is capped under Flexible Shareholding, Fonterra continues to monitor the Fund size,
relative to total Co-operative shares on issue. Under Flexible Shareholding the aggregate number of
Co-operative Shares which are at any time the subject of Fund Arrangements shall not exceed an
amount (“Overall Limit”) equal to 10% of the total number of Co-operative Shares on issue.
1 Financial Risk Management
The Fund was primarily established to invest in Economic Rights and issue units to investors. As such
its only investment comprises of Economic Rights. Through the holding of this investment and issuing
units to unit holders, the Fund has limited net exposure to market price risk and liquidity risk. The Fund
has no direct exposure to interest rate, foreign exchange or credit risk. The risk management policies
employed by the Fund are discussed below.
Market price risk
Market price risk is the risk that the value of an instrument will fluctuate as a result of changes in
market prices, whether caused by factors specific to an individual instrument, its issuer or factors
affecting all instruments traded in the market.
The Fund’s financial instruments primarily comprise of investments in the Economic Rights and
amounts attributable to unit holders which are both carried at fair value with fair value changes
recognised in profit or loss. Both of these instruments are exposed to market price risk. Any change
in the market price of the units will result in an equal and opposite change in the market price of the
Economic Rights. Hence, no impact on profit or loss in the Statement of Comprehensive Income is
expected due to changes in market prices.
Liquidity risk
Liquidity risk is the risk that the Fund will not be able to meet its financial obligations as they fall due.
The Fund is not exposed to cash redemptions and only certain parties are permitted to redeem their
units. Where permitted parties redeem units, the Fund will transfer one Economic Right for each unit
redeemed to meet the redemption. Unit holders will not otherwise have the ability to redeem their
units or exchange them for Shares. Hence, the Fund does not have significant liquidity risk.
Financial instruments fair value
The Fund measures the Economic Rights and amounts attributable to unit holders at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The Fund uses the following fair value hierarchy that reflects the significance of the inputs used in
making the measurements:
Notes to the Financial Statements
FOR THE YEAR ENDED 31 JULY 2023
15

Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
2 Economic Rights of Fonterra Shares
The Economic Rights are held on trust for the Fund by the Custodian under the Fonterra Economic Rights Trust.

31 JULY 202331 JULY 2022
Value of Economic Rights ($ million)325324
Number of Economic Rights107,410,984107, 417, 32 2

The Economic Rights are measured at fair value, calculated as the number of Economic Rights held multiplied by
the established fair value for each Economic Right.
$ MILLION
31 JULY 202331 JULY 2022
Opening value of Economic Rights 324402
Movements:
Revaluation of Economic Rights55(78)
Closing value of Economic Rights379324
Capital return receivable(54)–
Closing value of Economic Rights (adjusted for capital return)
1
325324
1 The presented value of Economic Rights is reduced at 31 July 2023 by the capital return receivable from Fonterra (refer to
Note 6 Fonterra’s Capital Return).
3 Amounts Attributable to Unit Holders


31 JULY 202331 JULY 2022
Value of amounts attributable to unit holders ($ million)¹325324
Opening number of units on issue²1 0 7, 4 1 7, 3 2 2107,420,162
Movements:
Number of units redeemed (6,338)(2,840)
Closing number of units on issue107,410,984107, 417, 32 2
1 The amounts attributable to unit holders is measured at fair value, calculated as the number of units on issue multiplied by the unit market price
at 31 July 2023 of $3.53 (31 July 2022: $3.02). The value after reflecting fair value movements during the year ended 31 July 2023 is $379 million
(31 July 2022: $324 million). The presented value is reduced at 31 July 2023 to $325 million by the capital return payable to unit holders of
$54 million (refer to Note 6 Fonterra’s Capital Return).
2 Included in the total number of units is one Fonterra unit, held by the Fonterra Farmer Custodian Trust, which was issued at inception of the Fund.
16

Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
4 Reconciliation of Net Cash Flow from Operating Activities to Profit

$ MILLION
31 JULY 202331 JULY 2022
Reconciliation of profit for the year to net cash flows from
operating activities
Profit for the year––
Adjustments for:
–Fair value (gain)/loss on revaluation of Economic Rights of
Fonterra shares(55)78
–Net increase/(decrease) in fair value of amounts attributable to
unit holders55(78)
–Distributions to unit holders2721
Net cash flows from operating activities2721
5 Net Assets per Security
As at 31 July 2023, the net assets per unit on issue was $3.53 (31 July 2022: $3.02).
6 Fonterra’s Capital Return
As at 31 July 2023 the Fund has recognised both an asset and liability of $54 million in relation to
Fonterra’s capital return receivable and the payable to unit holders. The capital return was paid on
18 August 2023 (refer to Note 9 Subsequent Events).
The capital return receivable and payable adjusts the presented value of the Economic Rights of
Fonterra shares and Amounts attributable to unit holders respectively, recognising that it is a return
of capital.
7 Commitments and Contingent Liabilities
The Fund has no material commitments or contingent liabilities as at 31 July 2023 (31 July 2022: nil).
8 Related Parties
FSF Management Company Limited
FSF Management Company Limited is the Fund’s Manager whose sole role is to manage the Fund and
its property as a passive investment vehicle under the Trust Deed. Under the Trust Deed, the Manager
is not entitled to any fees in respect of its services.
Key Management Personnel
Key Management Personnel (KMP) are those people with the responsibility and authority for planning,
directing and controlling the activities of an entity. As the Fund does not have any employees or
directors, Key Management Personnel are considered to be the Directors of the Manager.
As at 31 July 2023 150,541 units with a value of $531,410 were held by KMP (31 July 2022: 192,192
units with a value of $580,420). The change in number of units held by KMP relates to the following
transactions:
–An acquisition of 3,500 units through a new investment (31 July 2022: nil);
–An increase of 930 units from existing holdings of new directors classified as KMP (31 July 2022: nil);
–A reduction of 45,151 units due to retiring directors no longer classified as KMP (31 July 2022: nil);
and
–A disposal of 930 units from an on-market sale (31 July 2022: nil).
At 31 July 2023 capital return payable to KMP was $75,271 (31 July 2022: nil).
Fonterra Co-operative Group Limited
Under the Authorised Fund Contract, Fonterra provides administrative services in relation to the Fund
for the Manager and meets the operating expenses of the Fund, including the fees of the Directors of
the Manager.
The Manager and the Trustee have agreed that Fonterra will meet the day-to-day operating costs of
the Fund. In addition, the Fund will use corporate facilities, support functions and services provided by
Fonterra. All of these services will be provided at no cost to the Fund.
There are some costs that will not be covered by Fonterra. These principally relate to circumstances
where the Manager has breached certain obligations or seeks to bring claims outside the ambit of
those which Fonterra has undertaken to pay. In these circumstances, the Manager would have to seek
funding from other sources. This could include seeking a resolution of unit holders that they agree to
bear the relevant costs through a deduction from distributions that would otherwise be made by
the Fund.
17

Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Contract Fee for Units Scheme
Fonterra’s Contract Fee for Units Scheme is no longer available to new participants, but will continue
to hold units for existing participants. Under Fonterra’s Contract Fee for Units Scheme, Fonterra
provided services and financial assistance to The New Zealand Guardian Trust Company Limited,
as trustee of The Contract Fee Trust, to acquire, on market, and hold units on behalf of Fonterra’s
contract milk suppliers participating in the Scheme. The purchase of units under the Contract Fee for
Units Scheme was put on hold from 6 May 2021 as part of Fonterra’s capital structure review and, as
noted above, is no longer available to new participants.
During the year ended 31 July 2023 on behalf of Fonterra’s contract milk suppliers participating
in Fonterra’s Contract Fee for Units Scheme, The New Zealand Guardian Trust Company Limited,
as trustee:
–Sold no units (31 July 2022: 39,209 units for $0.1 million); and
–Distributed 559,847 units to contract milk suppliers (31 July 2022: 246,503 units).
As at 31 July 2023, The New Zealand Guardian Trust Company Limited, as trustee of The Contract Fee
Trust holds 87,732 units for participating contract milk suppliers (31 July 2022: 647,579 units).
Fonterra Farmer Custodian Limited
The Fund has appointed Fonterra Farmer Custodian Limited, a subsidiary of Fonterra, to provide
custodian services. The Economic Rights are held on trust for the Trustee by the Custodian under the
Fonterra Economic Rights Trust. Custodian services are provided at no cost to the Fund.
As at 31 July 2023, the Custodian holds 107,410,984 (31 July 2022: 107,417,322) Fonterra shares on
trust for the Fund.
Fund expenses
Fonterra, the Manager, the Trustee and the Custodian have entered into the Authorised Fund
Contract, which authorises the Fund to operate as an Authorised Fund and regulates the relationship
between Fonterra and the Fund.
Under the Authorised Fund Contract all expenses relating to the Fund are incurred and paid by either
Fonterra or the Manager. The costs of running the Fund include services by Fonterra for which there is
no payment made, as well as services for which the Fund contracts to third parties.
Included within the total expenses incurred and paid by Fonterra during the year ended 31 July 2023
with respect to the Fund are the following amounts paid to KPMG, appointed as auditor of the Fund:
–Fees for the annual audit of the financial statements of $27,000 (31 July 2022: $24,000);
–Fees for the review of the interim financial statements of $11,000 (31 July 2022: $10,000); and
–Fees for other audit related services comprising agreed upon procedures for Annual Meeting
voting of $4,000 (31 July 2022: $4,000).
KPMG has not provided any non-audit related services during the year ended 31 July 2023
(31 July 2022: nil).
8 Related Parties CONTINUED
18

Dividends received from Fonterra
The following dividends were received during the year ended 31 July 2023 (31 July 2022: $21.5 million).

$ MILLION
DIVIDENDS
YEAR ENDED
31 JULY 2023
YEAR ENDED
31 JULY 2022
2023 Interim dividend received – 10.0 cents per Economic Right¹10.7–
2022 Final dividend received – 15.0 cents per Economic Right²16.1–
2022 Interim dividend received – 5.0 cents per Economic Right³–5.4
2021 Final dividend received – 15.0 cents per Economic Right⁴–16.1
1 This was distributed on to unit holders on 14 April 2023 and represented a cash distribution of 10.0 cents per unit. The Distribution Reinvestment
Plan did not apply to this distribution.
2 This was distributed on to unit holders on 14 October 2022 and represented a cash distribution of 15.0 cents per unit. The Distribution
Reinvestment Plan did not apply to this distribution.
3 This was distributed on to unit holders on 14 April 2022 and represented a cash distribution of 5.0 cents per unit. The Distribution Reinvestment
Plan did not apply to this distribution.
4 This was distributed on to unit holders on 15 October 2021 and represented a cash distribution of 15.0 cents per unit. The Distribution
Reinvestment Plan did not apply to this distribution.
9 Subsequent Events
Declaration of distribution
On 20 September 2023, the Board of Directors of Fonterra declared a dividend of 40 cents per share.
Following Fonterra’s dividend declaration, the Board of the Manager declared a distribution of 40
cents per unit for the year ended 31 July 2023. The distribution will be paid on 13 October 2023 to
the unit holders on the register at 28 September 2023.
The Distribution Reinvestment Plan does not apply to this distribution.
Capital return distribution
On 26 July 2023, Fonterra shareholders approved the capital return of $804 million to Fonterra
shareholders and unit holders, which was subsequently paid on 18 August 2023. The payment
of $54 million to the Custodian was paid directly to the unit holders on the register at 9pm
on 16 August 2023. One in every six shares held by the Custodian was repurchased and cancelled,
and at the same time each share not repurchased was subdivided. As a result, the number of shares
held by the Custodian remains the same as before the capital return. There was no change to the
number of units on issue.
Changes in unit price
Units are traded on the NZX and ASX and accordingly the unit price changes regularly, including
during the period between balance date and the date these financial statements were authorised for
issue. Changes in the market price of the units result in a corresponding change in the value of the
Economic Rights asset held by the Fund. Daily unit prices are available on the NZX website.
Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
8 Related Parties CONTINUED
19

Independent Auditor’s Report
FOR THE YEAR ENDED 31 JULY 2023
To the unit holders of Fonterra Shareholders’ Fund
Report on the audit of the financial statements
Opinion
In our opinion, the financial statements of Fonterra Shareholders’ Fund (the ’Fund’) on pages 9 to 19 present fairly,
in all material respects the Fund’s financial position as at 31 July 2023 and its financial performance and cash flows
for the year ended on that date in accordance with New Zealand Equivalents to International Financial Reporting
Standards.
We have audited the accompanying financial statements which comprise:
–the statement of financial position as at 31 July 2023;
–the statements of comprehensive income, changes in amounts attributable to unit holders and cash flows for
the year then ended; and
–notes, including a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Fund in accordance with Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report.
Other than in our capacity as auditor we have no relationship with, or interests in, the Fund.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the financial statements as a whole. The materiality for the financial statements as a whole was set at
$3.8 million determined with reference to a benchmark of the Fund’s total assets. We chose the benchmark
because, in our view, this is a key measure of the Fund’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements in the current period. The Fund only invests in Economic Rights of Fonterra Shares
(Economic Rights). The value of the Economic Rights is based on the price of the Units in the Fund which are
quoted on the NZX Main Board. Given the nature of the Fund’s operations, we determined that there were no key
audit matters to communicate in our report.
Other information
The Manager, on behalf of the Fund, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Chair report, Statutory information, Corporate governance statement and
Directory. Our opinion on the financial statements does not cover any other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
20

Independent Auditor’s Report CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Use of this independent auditor’s report
This independent auditor’s report is made solely to the unit holders as a body. Our audit work has been
undertaken so that we might state to the unit holders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the unit holders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Manager for the financial statements
The Manager, on behalf of the Fund, are responsible for:
–the preparation and fair presentation of the financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards);
–implementing necessary internal control to enable the preparation of a set of financial statements that is free
from material misstatement, whether due to fraud or error; and
–assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless they either intend to liquidate or to cease
operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objective is:
–to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error; and
–to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of these financial statements is located at the External
Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Graeme Edwards.
For and on behalf of
KPMG
Auckland
20 September 2023
21

Twenty Largest Unit Holders
As at 31 July 2023

UNIT HOLDER
NUMBER
OF UNITS
% OF TOTAL
ISSUED UNITS
Accident Compensation Corporation5,218,1544.86
New Zealand Depository Nominee Limited3,957,1533.68
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>3,834,3153.57
Custodial Services Limited 2,155,9492.01
Craigmore Dairy II Services Limited2,069,5081.93
HSBC Nominees (New Zealand) Limited1,930,2401.80
Tea Custodians Limited Client Property Trust Account1,392,5401.30
Citibank Nominees (New Zealand) Limited861,5060.80
JBWere (NZ) Nominees Limited774 ,1610.72
BNP Paribas Nominees (NZ) Limited - NZCSD 772,4010.72
Michael Douglas Hammond & Helen Mavis Hammond & Leigh Joseph Horton770,2700.72
Hobson Wealth Custodian Limited758,9370.71
FNZ Custodians Limited712,8400.66
Ingleton Properties Limited675,3800.63
Leo Francis Dooley655,0000.61
Peter John Dooley625,0000.58
Century Securities Limited561,0000.52
Peter Thomas Borrie & Adrienne Helen Borrie528,3040.49
ANZ Custodial Services New Zealand Limited526,6360.49
Heathton Farms Limited4 6 7, 4 420.44
29,246,73627. 2 3
Total quoted units on issue107,410,983100.00
Statutory
Information
For the year ended 31 July 2023
22

Statutory Information CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Directors’ Remuneration
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees
payable to the Directors (including former Directors) of the Manager. During the 12 months ended
31 July 2023, Fonterra paid the following amounts to the Directors (including former Directors) in
the form of fees:

DIRECTOR
TOTAL
REMUNERATION ($)
Mary Jane Daly (Chair)79,517
Carlie Eve
1
42,923
Alastair Hercus
1
42,923
John Shewan (Chair until November 2022)
1
23,077
Kim Ellis (Director until November 2022)
1 2
30,917
1 Indicates a part year.
2 Includes $13,250 paid in arrears relating to the year ended 31 July 2022.
These amounts exclude GST, where applicable. Directors of the Manager are not paid any additional
remuneration for their roles on the Board committees.
Currently, Directors of the Manager that have been appointed by Fonterra are not paid any
remuneration, in addition to their remuneration as Directors of Fonterra, for their service on
the Board of the Manager.
Spread of Unit Holders
As at 31 July 2023

SIZE OF HOLDING
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
1 – 1,0002,7011,306,5131.22
1,001 – 5,0002,6816,698,9376.24
5,001 – 10,0007775,975,8565.56
10,001 – 100,0001,03537, 2 2 3 , 4 4134.66
100,001 and over18856,206,23752.32
Total
1
7, 3 8 2107,410,984100.00
1 Total includes the Fonterra unit (which is not quoted).
Substantial Product Holders
As at 31 July 2023 no unit holders had filed substantial product holder notices in accordance with
the Financial Markets Conduct Act 2013.
As at 31 July 2023 the Fund had 107,410,983 quoted units, and one Fonterra unit, on issue.
23

Statutory Information CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Holdings of Directors of the Manager
As at 31 July 2023
The following Directors of the Manager have disclosed relevant interests in units of the Fund:

DIRECTORNUMBER OF UNITSNATURE OF INTEREST
Mary Jane Daly (Chair)3,500Power to control and exercise a right to vote and to control the
acquisition and disposal of these units
Andrew Macfarlane123,724Power to control and exercise a right to vote and to control the
acquisition and disposal of these units held by Pencarrow Farm
Limited
Andrew Macfarlane10,000Trustee and non-beneficial interest held by Stonylea Trust
Andrew Macfarlane4,000Trustee and beneficial interest held by GW and MA Macfarlane
Family Trust
Andrew Macfarlane9,317Partner in Deebury Pastoral Partnership
Interests Register
The Manager is required to maintain an interests register in which the particulars of certain
transactions and matters involving the Directors of the Manager must be recorded. The interests
register is available for inspection on request.
General disclosures of interest
During the financial year, Directors of the Manager disclosed new interests (including changes to
previously disclosed interests), or a cessation of interests (indicated in italics), in the following entities
pursuant to section 140 of the Companies Act 1993:

DIRECTORNATURE OF INTEREST
Mary Jane Daly (Chair)Committee Member, Risk and Advisory Committee, Ministry of Business,
Innovation and Employment
Shareholder, Medbury Farm Limited (ceased September 2022)
Carlie EveShareholder, Amplifi Group Limited
Chair, Diocesan School Heritage Foundation
Director, Kiwi Property Group Limited
Alastair HercusChair, Co-operative Life Limited
Director, Mid-town Agency Services Limited
Director, Invercargill Airport Limited
Director, Capital Agency Services Limited
Director, Buddle Findlay Limited
Partner, Buddle Findlay
Director, Findgard Investments Auckland Limited
Director, Findgard Investments Limited
Director and Shareholder, Budfin Nominees Limited
Committee Chair, Risk and Advisory Committee, Ministry of Business,
Innovation and Employment
Independent Trustee, MG Marketing Charitable Trust
Commissioner, Toka Tū Ake Earthquake Commission
Trustee, ASL Trust
Trustee, Tracey Mac Trust
Trustee, CM & BMV Hercus Family Trust
John NichollsDirector and Indirect Shareholder, Akitu Dairies Limited
Director and Indirect Shareholder, Delarbe Farm Limited
Director and Indirect Shareholder, Fairmont Farm Limited
Trustee and Beneficiary, Jeeves Trust
Director and Indirect Shareholder, Kairoa Dairies Limited
Director and Indirect Shareholder, Ma Taua Dairies Limited
Director and Indirect Shareholder, Mahanga Dairies Limited
Director, MC Water Limited
Chair, MHV Water Limited
Director and Shareholder, Rylib Group Limited
Trustee and Beneficiary, Rylib Trust
Director, Taepu Land Limited
Director and Shareholder, Fonterra Farmer Custodian (ceased November 2022)
Trustee, G
& K Duckett Trust (ceased March 2023)
24

Statutory Information CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Specific disclosures of interest
During the financial year, no Director of the Manager specifically disclosed any transaction in which
that Director had entered into with the Manager.
NZX Trading Halts
There were no trading halts applied to the Fonterra shares and units in the Fund during the financial
year ended 31 July 2023.
Donations
No donations were made by the Fund or the Manager during the financial year ended 31 July 2023
(31 July 2022: nil).
NZX Diversity Reporting Requirements
The table below provides a quantitative breakdown as to the gender composition of the Board of the
Manager as at 31 July 2023.

SELF-IDENTIFY AS FEMALESELF-IDENTIFY AS MALE
AS AT 31 JULY2022202320222023
Directors2233
There are no Officers of the Manager.
NZX Waivers
A summary of waivers and approvals granted by NZ RegCo in relation to the NZX Listing Rules, which
have been relied upon by the Fund in the year ended 31 July 2023, can be found at www.fonterra.com in
the ‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Exchange Waivers’.
NZX Non-Standard Designation
The Fonterra Shareholders’ Fund has been granted a ‘Non-Standard’ (“NS”) designation by NZ RegCo. This
designation was granted because of the unique governance arrangements and unit holder restrictions.
ASX Listing
The Fund has an ASX Foreign Exempt Listing with ASX Limited which means the Fund is primarily regulated
by the NZX Listing Rules and is to be exempt from complying with most of the ASX Listing Rules.
25

Corporate
Governance
Statement
For the year ended 31 July 2023
Background
The Fund is a registered managed investment scheme under the Financial
Markets Conduct Act 2013. The Fund is required to have a supervisor
(trustee) and a manager. The role of the trustee is to hold the economic
benefit of shares held by the Fonterra Farmer Custodian for the benefit of
the trustee of the Fund. The role of the Manager is to issue or offer units in
the Fund and to manage the property of the Fund.
The Manager does not have any employees. Under the Authorised Fund
Contract, Fonterra has agreed to provide the Fund with administrative
services and to meet the costs of the general business of the Fund, including
paying the fees and expenses of the Directors.
The Trust Deed defines a narrow function of the Fund which is, in summary to:
–issue units when new Economic Rights of Fonterra shares are held for the
benefit of the Fund;
–redeem units when required by a farmer shareholder, Fonterra or the
registered volume providers and direct that the Fonterra Farmer Custodian
transfers Fonterra shares to the farmer shareholder, Fonterra or the
Fonterra Farmer Custodian on behalf of the registered volume providers
seeking that redemption; and
–not undertake other trading activities.
The Fund is to be ‘passive’, i.e., it does not actively solicit Economic Rights
or the redemption of units except for undertaking the initial supply offer.
Corporate Governance Principles
The Board’s corporate governance statement takes into consideration
contemporary standards in New Zealand and Australia, incorporating
principles and guidelines issued by the Financial Markets Authority,
the NZX Corporate Governance Code 1 April 2023 (NZX Code) and the
ASX Corporate Governance Council Principles and Recommendations
(ASX Principles).
This corporate governance statement adopted by the Board is current as
at September 2023 and reflects the Board’s role as a manager of a fund
with limited operational activity, which in several ways is different to the
corporate governance structure appropriate for a traditional listed company
carrying on an operating business.
Given the special purpose nature of the Fund, as at 31 July 2023, the
Manager has determined that a number of the recommendations in the
NZX Code and the ASX Principles are not appropriate for the Fund or are
not relevant.
26

In accordance with the NZX Listing Rules, the Manager has
disclosed in this corporate governance statement a summary
of the corporate governance policies, practices and processes
adopted or followed during the year ended 31 July 2023 or
explained why the Manager has decided to not comply with a
particular recommendation (or part thereof ) of the NZX Code.
References to ‘Board’ and ‘Directors’ in this statement are to the
Board and Directors of the Manager. The Board of the Manager
has approved this corporate governance statement.
Principle 1: Ethical Standards
Code of Conduct
The Manager has a well-established Code of Conduct that,
together with the Board Charter, sets ethical standards for each
member of the Board of the Manager. The Code of Conduct
guides the Directors on:
–the practices necessary to maintain confidence in the
Manager’s integrity; and
–the responsibility and accountability of individuals for reporting
and investigating reports of unethical practices.
The Code of Conduct and Board Charter are available on
www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’
section under the heading ‘Charters and policies’ and was last
reviewed in March 2023.
While the Manager has no employees, Fonterra has
Whistleblower procedures in place which apply to Fonterra
employees who provide services to the Fund.
Securities Trading Policy and Standard
The Manager has adopted Fonterra’s Securities Trading Policy
and Securities Trading Standard that detail the rules for trading
in units and other securities of Fonterra. The Policy and Standard
are available on www.fonterra.com and apply to Directors of the
Manager and Directors, officers, employees and contractors of
Fonterra in addition to legal prohibitions on insider trading in
New Zealand and Australia.
Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Directors’ Unit Holdings
The Independent Directors of Fonterra who are also appointed
to the Board of the Manager are prohibited from acquiring any
relevant interest in units. The other Directors of the Manager
may acquire units, and to the extent any units are acquired, these
acquisitions will be disclosed to the market as required by law.
Principle 2: Board Composition and Performance
Board Charter
The Board has statutory responsibilities for the affairs and
activities of the Manager and the Fund.
The roles and responsibilities of the Board are set out in its Board
Charter. Its roles and responsibilities include:
–monitoring the performance of the Fund and the
implementation of its objectives;
–monitoring compliance with the legal and regulatory
requirements and ethical standards; and
–monitoring compliance with, and ensuring that unitholders’
interests are managed and protected in accordance with, the
constituent documents for Trading Among Farmers as they
relate to the Fund.
Given the Fund’s limited operational activity, the Manager has
limited discretion in respect of the day-to-day management of
the Fund. To the extent that any material exercise of discretion
or other decision-making authority is required, that discretion or
authority is exercised by the Board.
The Board seeks independent professional advice when
it considers that appropriate. Fonterra pays the costs of
independent professional advice in accordance with the
Authorised Fund Contract.
The Board Charter is available on www.fonterra.com in the
‘Investors/Fonterra Shareholders’ Fund’ section under the
heading ‘Charters and policies’.
Board Appointments
The constitution of the Manager provides for five Directors and
sets out how they are appointed.
In accordance with the procedure set out in the Trust Deed, unit
holders are entitled to elect three Directors (Elected Directors)
and may remove and replace any Elected Director.
The three Elected Directors must be ‘Independent Directors’
for the purposes of the NZX Listing Rules. At the date of this
statement the three Elected Directors are Mary Jane Daly, Carlie
Eve and Alastair Hercus. One Elected Director is required to retire
at each annual meeting of the Fund. The Chair of the Board must
be one of the three Elected Directors. Mary Jane Daly is the Chair.
The remaining two Directors are appointed, and can be replaced,
by Fonterra. There is no requirement as to who the Fonterra-
appointed Directors must be. While they need not be Directors of
Fonterra, the current people that Fonterra has appointed (Andrew
Macfarlane and John Nicholls) are both Directors of Fonterra.
John Shewan the former Independent Chair, Kim Ellis a former
Independent Director and Donna Smit a former Fonterra-
appointed Director, all retired in November 2022.
Skills required of a Director on the Board of the Manager include
governance experience, preferably of a listed entity, financial and
capital markets knowledge, an understanding of co-operatives,
and risk management experience. Each Director on the Board in
the 2023 year possesses these skills and experience.
The Manager has written agreements with each of its Directors.
Disclosure
Information about each Director (including experience, length of
service, independence and ownership interests and attendance at
Board meetings) is disclosed below or in the ‘Our Board’ section
of this annual report.
27

Board Tenure
The graphic below shows the tenure of the current Board
members including the average length of service on the Board.
Tenure
Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
3-6 years: 1
AVER AGE
1.8
YEARS
Annabelle,
Auckland
0-3 years: 4
28

Board and Audit and Risk Committee Attendance
The table below reports attendance of Directors at Board and Audit and Risk Committee meetings
during the 2023 reporting period. Board and Audit and Risk Committee meetings are held together.

Board/Audit and Risk Committee Meetings 1 August 2022 – 31 July 2023

BOARD
AUDIT AND RISK COMMITTEE
MEETINGSATTENDEDMEETINGSATTENDED
Mary Jane Daly3333
Carlie Eve2222
Alastair Hercus 2222
Andrew Macfarlane 3333
John Nicholls2222
John Shewan1111
Kim Ellis1010
Donna Smit1111
In addition to the above, all members of the Board attended the Annual Meeting of unit holders,
held on 14 November 2022.
Diversity Policy
Given the small size of the Board, and as Directors are either elected by unit holders or appointed
by Fonterra, the Manager has not followed recommendation 2.5 of the NZX Code and has not
implemented a gender diversity policy for the Board.
See the table under the ‘NZX Diversity Reporting Requirements’ section of this annual report,
which provides a quantitative breakdown as to the gender composition of the Board of the Manager
and Officers of the Manager as at 31 July 2023.
Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Director Training
Directors are expected to keep themselves abreast of changes and trends in the economic,
political, social and legal climate generally. Directors are also expected to keep up to date with
governance issues.
The Manager on an ad-hoc basis requests the Management of Fonterra to provide Fonterra-specific
training to remain current on how best to perform their duties as Directors of the Manager.
Performance Assessment
The Board assesses its performance against its role and the Board Charter and the performance
of the Audit and Risk Committee against the Audit and Risk Committee Charter.
Director Independence
As at 31 July 2023, the Board of the Manager comprised five Directors. The Board has considered
which of the Directors are Independent Directors for the purposes of the NZX Listing Rules and
has determined that, as at 31 July 2023, Mary Jane Daly, Carlie Eve and Alastair Hercus are
Independent Directors.
As such, a majority of the Board of the Manager are ‘Independent Directors’ for the purposes
of the NZX Listing Rules.
The factors relevant to determining whether a Director is an Independent Director are the criteria
in the NZX Listing Rules for Independent Directors, including having regard to the factors described
in the NZX Code that may impact Director independence.
Division of Roles
In accordance with the Trust Deed the Chair of the Board must be one of the three unit holder
Elected Directors, who are required to be Independent Directors.
The Manager does not have a CEO, so recommendation 2.9 of the NZX Code that the Chair
and CEO must be different people is not applicable.
Company Secretary
The Company Secretary for the Manager is currently Fonterra’s Director of Legal and has a direct
line of communication with the Chair of the Board (and by default, the Audit and Risk Committee
(which is the Board)).
The Company Secretary is not paid by the Manager.
Annabelle,
Auckland
29

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Nominations Committee
Given the small size of the Board, the Manager has not established a separate Nominations
Committee to recommend director appointments to the Board and therefore has decided not to
follow recommendation 3.4 of the NZX Code. The Board is appointed in accordance with the Trust
Deed and the constitution of the Manager. The Board is responsible for establishing the criteria for
determining the suitability of potential Elected Directors and recommending persons suitable for
appointment to the Board.
Other Committees
As recommended by recommendation 3.5 of the NZX Code, the Board considered whether it is
necessary or appropriate to have any other Board Committees as standing committees. Given the
Fund’s limited operational functions, the Board decided it was not appropriate to have any other
Board committees as standing committees.
The Board subcommittee (comprising of the independent directors on the Board) that was established
by the Board in May 2021 to consider the implications of Fonterra’s capital structure ceased following
the implementation of Fonterra’s Flexible Shareholding structure. The subcommittee did not meet
during the 2023 reporting period.
The Board has established a subcommittee of the independent directors of the Board (the Capital
Return Committee) to, on behalf of the Manager, consider the proposed capital return (“Capital
Return”) by Fonterra, and provide input and feedback to, and engage with Fonterra and its
management and advisors, and The New Zealand Guardian Trust Limited, the supervisor and trustee
of the Fonterra Shareholders’ Fund, and its management and advisors, in connection with the
proposed Capital Return. The subcommittee met once during the 2023 reporting period, and
all Independent Directors attended.
Takeovers Policy
Given the Fund cannot have any controlling interest in Fonterra, the Manager has not established
protocols that set out the procedure to be followed if there is a takeover offer for the Fund (as
contemplated by recommendation 3.6 of the NZX Code).
Principle 3: Board Committees
Audit and Risk Committee
The Board acts as the Audit and Risk Committee for the Fund. The Chair of the Audit and Risk
Committee is the Chair of the Board. Due to the limited nature of the Fund’s operations, the Board
does not consider it necessary to comply with recommendation 3.1 of the NZX Code to have a
separate Chair for the Audit and Risk Committee.
The Board acting as Audit and Risk Committee is responsible for:
–providing oversight in relation to financial reporting and regulatory compliance; and
–reviewing financial reporting processes, internal controls, the audit process and the process for
monitoring legal and regulatory compliance.
The Manager has implemented a formal Audit and Risk Committee Charter which sets out the
responsibilities of the Audit and Risk Committee in full and establishes a framework for the
Fund’s relationship with its external auditor. The Audit and Risk Committee Charter is available at
www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Charters
and policies’.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor
of the Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of
the external auditor and also acts as a forum for communication between the Board and the auditor
where appropriate. The Audit and Risk Committee asks the external auditor to attend the annual unit
holder meeting and be available to answer questions relevant to the financial statements.
Remuneration Committee
Given the small size of the Board and the fact the Fund has no employees, the Manager has
not established a separate Remuneration Committee and therefore has decided not to follow
recommendation 3.3 of the NZX Code.
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees
payable to the Directors of the Manager.
The remuneration of the Directors of the Manager may be reviewed and adjusted from time to time.
30

Principle 4: Reporting and Disclosure
Continuous Disclosure
The Board aims to ensure that unit holders are informed of all major developments affecting
the Fund. Information is communicated to unit holders through NZX and ASX announcements,
the Fund’s annual report and half and full-year results announcements.
Fonterra and the Manager have entered into an arrangement to co-operate with each other and take
all steps reasonably required to ensure that information to be disclosed by either of them under the
listing rules of the Fonterra Shareholders’ Market, the NZX Listing Rules or the ASX Listing Rules
(as the case may be) is disclosed simultaneously to the Fonterra Shareholders’ Market, the NZX
Main Board and ASX in relation to the Fund. It is intended that where NZX, as market operator of
the Fonterra Shareholders’ Market, receives information provided by Fonterra for release under the
Fonterra Shareholders’ Market, NZX simultaneously releases the information under the code relating
to the Fund. This process is intended to be automatic.
The Manager does not consider it necessary to comply with recommendation 4.1 of the NZX Code
and to have its own continuous disclosure policy. Due to the relationship between units and Fonterra
shares, the majority of continuous disclosure announcements are made by Fonterra in relation to
matters affecting Fonterra and the value of Fonterra shares (and by implication the value of units).
Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Website Disclosure
At present the Fund has the following documents available on www.fonterra.com relating to
its governance:
–Board Charter
–Audit and Risk Committee Charter
–Code of Conduct
–Fonterra Group Securities Trading Policy and Securities Trading Standard
–Trust Deed
–A summary of key entitlements for unit holders and the Maximum Holding Restriction
–Fund Prospectus and Investment Statement
–Summary of NZX Waivers
Financial and Non-Financial Reporting
The Manager partially complies with recommendation 4.3 of the NZX Code in that it provides financial
reporting that is balanced, clear and objective.
Given the Fund’s limited operational functions, the Manager does not consider it necessary to comply
with that aspect of recommendation 4.3 of the NZX Code that recommends it provide non-financial
disclosures annually.
31

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Principle 7: Auditors
External Audit
The Audit and Risk Committee Charter provides a framework for the Fund’s relationship with its
external auditor.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor
of the Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of
the external auditor and also acts as a forum for communication between the Board and the auditor
where appropriate.
KPMG has been appointed the external auditor for four consecutive years. The lead audit partner has
served for four consecutive years.
The appointed external auditor has historically attended the annual unit holder meeting, and the lead
audit partner is available to answer relevant questions from unit holders at that meeting.
Internal Audit
Due to the nature of the Manager’s role as a manager of a fund with limited operational activity,
recommendation 7.3 of the NZX Code has not been followed and the Manager has no formal or
informal internal audit functions.
Principle 5: Remuneration
Neither the Manager nor Fonterra award options or provide for retirement benefits to directors.
No special exertion benefits, additional to director fees, are or will be paid without unit holder approval.
As the Manager does not have any employees, it cannot provide any golden parachutes/golden
handshakes to executives. The Manager also does not provide any special retirement allowances or the
likes to departing directors.
Further details of the Directors’ remuneration are contained under ‘Directors’ Remuneration’ within
the Statutory Information section.
Remuneration Policy
Given the small size of the Board, the fact that the Fund has no employees or CEO, and in light of the
arrangements with Fonterra around director remuneration, the Manager has decided not to comply
with recommendations 5.2 and 5.3 of the NZX Code.
Principle 6: Risk Management
The Board is responsible for the risk management of the Fund, including:
–reviewing the principal risks contained in the risk profile of the Fund on an annual basis;
–ensuring that a risk management framework is established which includes policies and procedures to
effectively identify, treat and monitor principal business risks, including consideration of internal audit;
–at least annually assessing the effectiveness of the implementation of the risk management system; and
–monitoring compliance with the risk management framework.
Given the Fund’s limited operational functions, its general risk and health and safety risk profiles are limited.
The management of risks relating to Fonterra’s operations and which may affect the value of Fonterra
shares and dividends (and therefore the value of units and distributions flowed through to unit holders) is
a matter for the Board and Management of Fonterra and is beyond the control of the Manager Board.
On this basis, the Manager has decided not to follow recommendations 6.1 and 6.2 of the NZX Code.
To the extent that there are risks that specifically impact the operation of the Fund, the Board reviews
the management of those risks at quarterly intervals. Specific areas of risk reviewed are:
–Regulatory compliance
–Investor confidence
–Data security
–People (Fonterra employees responsible for day-to-day operations of the Fund)
32

Principle 8: Unit Holder Rights and Relations
Investor Centre Website
Fonterra maintains a dedicated investor webpage at www.fonterra.com under ‘Investors’. This
website is an important part of the Manager’s communication with unit holders. It contains financial
information, current and historical annual reports and presentations, dividend and distribution
information and other relevant information pertaining to the Fund. The website is freely accessible
to the public and is updated regularly.
Electronic Communications
The Manager provides an Investor Relations email address which provides unit holders a mechanism by
which they can communicate electronically with the Manager on any matters relating to their investment.
All unit holder-related enquiries are provided with a response within a reasonable timeframe.
Investors who have provided the Manager with an email address will be sent annual and interim
reports electronically unless they expressly opt to receive hard copy reports and will receive other
communications electronically where requested. Unit holders are strongly encouraged to provide an
email address.
Voting
Under the Trust Deed the Manager and Fonterra need to comply with the provisions of all applicable
Listing Rules before taking action affecting the rights attached to any unit.
Maximum Holding Restriction
Under the Trust Deed, no unit holder and its associates (excluding Fonterra) can hold, or have a
“relevant interest” in, more than 15% of the units on issue or 15% of the voting rights in the Fund,
whichever is lower.
The Trust Deed also contains enforcement provisions to ensure compliance by unit holders with this
restriction. If Fonterra determines that a unit holder is in breach of this restriction, Fonterra may
determine that the unit holder is not entitled to vote some or all of the units it holds in breach of the
restriction and can require that the unit holder dispose of the units held in breach of the restriction.
If the units are not disposed of, the Manager or Fonterra can arrange for their disposal.
Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2023
Capital Raising
As the Fund has not sought additional equity capital during the year, the Board has not needed to
follow recommendation 8.4 of the NZX Code which recommends the new equity capital raising be
undertaken on a pro rata basis.
Unit Holder Meetings
Mechanisms are in place to promote effective two-way communication with unit holders and to
encourage their participation at unit holder meetings, including:
–the Manager releasing to the NZX Main Board and ASX market announcements platform
respectively all information sent to unit holders and will comply with the NZX Listing Rules and
ASX Listing Rules with respect to unit holder communications; and
–notices of meetings, which are sent to unit holders at least 20 working days before a meeting and
can be found at www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under
the heading ‘Reports and Annual Meetings Documentation’.
A unit holder may raise matters for discussion or resolution at general meetings, by giving written
notice to the Manager. If the notice is received more than 25 working days before the last day on
which notice of the meeting is due, the Manager is required, at the expense of the Fund, to give
notice of the unit holder proposal and to provide the text of any proposed resolution to all unit
holders entitled to receive notice of the meeting. The unit holder proposing the resolution has the
right to prepare a statement in support of the proposal to include with the notice of meeting (clause
14.1 of the Schedule to the Trust Deed).
33

Registered Office of the Manager
of the Fund – New Zealand
109 Fanshawe Street
Auckland Central, Auckland 1010
Telephone: +64 9 374 9000
Registered Office of the Manager
of the Fund – Australia
C/o Fonterra Australia Pty. Ltd.
Level 2, 40 River Boulevard
Richmond, Victoria 3121
Telephone: +61 3 8541 1588
Directors of the
Manager of the Fund
Mary Jane Daly
Carlie Eve
Alastair Hercus
Andrew Macfarlane
John Nicholls
Company Secretary
Jackie Floyd
Supervisor
The New Zealand Guardian Trust Company Limited
Level 6, 191 Queen Street
Auckland Central, Auckland 1010
New Zealand
Auditor of the Fund
& the Manager of the Fund
KPMG
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Legal Advisers
to the Manager of the Fund
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland 1010
New Zealand
Share Registrar – New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
Telephone: +64 9 488 8700
Share Registrar – Australia
Computershare Investor Services Pty. Limited
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
GPO Box 2975
Melbourne, Victoria 3000
Telephone: 1800 501 366 (within Australia)
Telephone: +61 3 9415 5000 (outside Australia)
Directory
34

Brianna,
Taranaki
insightcreative.co.nz FONTERRA124_SF
35

Fonterra Shareholders’ Fund Annual Report 2023
fonterra.com

---

Page 1

Distribution Notice
Section 1: Issuer information
Name of issuer
Fonterra Shareholders’ Fund
Financial product name/description Fonterra Shareholders’ Fund Units
NZX ticker code FSF
ISIN (If unknown, check on NZX website) NZFSFE0001S5
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 28/09/2023
Ex-Date (one business day before the
Record Date)
27/09/2023
Payment date (and allotment date for DRP) 13/10/2023
Total monies associated with the
distribution
1

$42,964,394

Source of distribution (for example, retained
earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.40000000
Gross taxable amount
3
$0.40000000
Total cash distribution
4
$0.40000000
Excluded amount (applicable to listed PIEs) $0.40000000
Supplementary distribution amount Not Applicable
NOTE: FSF is a Foreign Investment Variable Rate PIE. The whole distribution is excluded income for NZ
resident investors. PIE tax (for resident investors) or NRWT (for non-residents) may be deducted at the rate
appropriate for the investor.

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

Page 2

Section 3: Imputation credits and Resident Withholding Tax
5

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

Not Applicable
Imputation tax credits per financial product Not Applicable
Resident Withholding Tax per financial
product
$-
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any) Not Applicable
Start date and end date for determining
market price for DRP
Not Applicable Not Applicable
Date strike price to be announced (if not
available at this time)
Not Applicable
Specify source of financial products to be
issued under DRP programme (new issue
or to be bought on market)
Not Applicable
DRP strike price per financial product Not Applicable
Last date to submit a participation notice for
this distribution in accordance with DRP
participation terms
Not Applicable
Section 5: Authority for this announcement
Name of person authorised to make this
announcement
Jackie Floyd
Contact person for this announcement Simon Till
Contact phone number +64 21 777 807
Contact email address Investor.relations@fonterra.com
Date of release through MAP 21/09/2023


5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is fully imputed the
imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute advice as to whether or not RWT
needs to be withheld.

6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.