Notice of Annual Meeting Fonterra Co-operative Group Ltd

Fonterra Annual
Meeting 2023
Notice of Hybrid Annual Meeting
of Shareholders and Explanatory Notes
10.30am on Thursday, 9 November 2023
Mt Hutt Memorial Hall
160 Main Street
Methven
Canterbury

Contents
FONTERRA CO-OPERATIVE GROUP LIMITED 2023 ANNUAL MEETING 1
Annual Meeting documents 1
How to join online 1
Questions 1
Meeting attendees 1
Voting 1
Voting entitlements 2
Proxies or representatives 2
Votes required and quorum 2
Results of voting 2
CHAIR’S LETTER 3
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING AGENDA 4
PART 1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FONTERRA CO-OPERATIVE GROUP LIMITED 5
Business 5
Annual Meeting proceedings 5
Remuneration of Elected Directors, Co-operative Councillors and Directors’ Remuneration Committee members 5
Appointment of auditor 5
Ratification of appointment of Directors 5
Amendments to the Constitution relating to the Milk Price Panel 5
Amendments to the Constitution relating to Board size and composition 6
Co-operative Council report 6
Co-operative Council programme and budget 6
Shareholder proposals 6
PART 2
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 7
Welcome 7
Annual Meeting proceedings 7
Appointment of auditor 8
Ratification of appointment of Directors 8
Amendments to the Constitution relating to the Milk Price Panel 8
Amendments to the Constitution relating to Board size and composition 10
Co-operative Council programme and budget 11
Shareholder proposals 13

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Fonterra Co-operative Group Limited
2023 Annual Meeting
How to join online
To attend the meeting and participate online, use
the following link to the virtual meeting platform:
https://edge.media-server.com/mmc/go/AnnualMeeting2023
Shareholders may attend and participate in the meeting virtually
via the online platform and will be able to vote and ask questions
during the meeting. Shareholders will be required to enter their
name and contact number.
More information regarding virtual attendance at the
meeting (including how to vote and ask questions
virtually during the meeting) is available here:
www.fonterra.com/online-meeting-guide-2023
Questions
Shareholders will be able to ask questions in person or, for those
attending online, via the online platform during the Annual
Meeting. We encourage shareholders to submit questions online
as early as possible to ensure that as many questions as possible
are received and addressed at the appropriate time during the
meeting.
Meeting attendees
The Annual Meeting is held for the benefit of shareholders
and their authorised proxies and representatives. Fonterra
management will also be in attendance, as well as the auditors
and invited members of the media.
Voting
Shareholders can vote on the matters to be considered at the
Annual Meeting online or by post. The instructions on how to
vote in this manner can be found on the Annual Meeting Voting/
Proxy Paper.
electionz.com Limited has been authorised by the Board to
receive, at the address specified on the freepost envelope
included in the voting pack or otherwise set out on the Annual
Meeting Voting/Proxy Paper, and count, all online and postal
votes.
Shareholders can also vote by attending the meeting in person
or online, or by appointing a proxy or representative (who can
attend the meeting in person or online to vote on their behalf).
All online and postal votes must be received by the Returning
Officer by 10.30am on Tuesday, 7 November 2023.
Annual Meeting documents
Each shareholder has been sent:
• This Notice of Meeting booklet, which includes:
- a letter from the Chair;
- the Notice of Meeting (including the text of the matters
to be voted on by shareholders) (Part One); and
- explanatory notes regarding each of the matters to be
voted on by shareholders (Part Two).
• A Fonterra Board of Directors Election Voting Paper.
• A Fonterra Board of Directors Candidate Booklet.
• A Fonterra Co-operative Council Voting Paper (for
shareholders in Wards 3 and 6 only).
• A Fonterra Co-operative Council Candidate Booklet (for
shareholders in Wards 3 and 6 only).
• A combined Annual Meeting Voting/Proxy Paper. Use this
Voting/Proxy Paper:
- To vote online or by post so that the Returning Officer
receives your vote no later than 10.30am on Tuesday,
7 November 2023.
- If you are attending the Annual Meeting in person, to
vote in person.
- If you are unable to attend the Annual Meeting, and you
do not wish to vote online or by post, you can appoint a
proxy to attend and vote on your behalf by completing
the Voting/Proxy Paper and returning it to the address
specified on the freepost envelope included in the
voting pack or otherwise set out on the form, so that the
Returning Officer receives it no later than 10.30am on
Tuesday, 7 November 2023.
- If you are a company or other body corporate, you can
appoint a representative to attend and vote on your
behalf by completing the Voting/Proxy Paper.
Further instructions are on the back of the Annual Meeting
Voting/Proxy Paper and on page 2 of this Notice of Meeting.
Note: Shareholders without voting entitlements have only been
sent this Notice of Meeting booklet.
Fonterra’s Annual Meeting will be held as a hybrid meeting at 10.30am on Thursday, 9 November 2023. Shareholders may
either attend in person at the Mt Hutt Memorial Hall, 160 Main Street, Methven, Canterbury or join online using the
instructions set out below.

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Voting entitlements
A shareholder’s voting entitlement is based on their share
backed milk supply.
‘Supplying Shareholders’ receive one vote for every 1,000
kilograms of milksolids backed by shares that they supplied
to Fonterra during the season ended 31 May 2023. The voting
entitlements of ‘Secondary Shareholders’ are based on share
backed milk supply, up to the ‘agreed percentage’ in relation to
Fonterra’s share standard for the relevant supplying farm. By way
of example:
• if a Supplying Shareholder supplied 100,000 kilograms of
milksolids but held only 75,000 shares, they would have only
75 votes, whereas if they held 100,000 shares they would
have 100 votes; and
• if the ‘agreed percentage’ for a Secondary Shareholder is
50% and the supplying farm supplied 100,000 kilograms of
milksolids but the Secondary Shareholder held only 45,000
shares, they would have only 45 votes, whereas if they held
50,000 shares they would have 50 votes.
If a Supplying Shareholder did not supply last season but now
owns an existing farm that supplied last season, the voting
entitlement for that Supplying Shareholder and any Secondary
Shareholder will be based on that farm’s supply last season or on
the Board’s estimate of milksolids production for this season.
In the case of a dry farm conversion and farm amalgamations/
divisions, voting entitlement is based on one vote for every
estimated 1,000 kilograms of milksolids to be supplied during
the season ended 31 May 2024. Milk supplied on Contract
Supply and milk which is not backed by shares is excluded from
milksolids production when calculating voting entitlements.
In accordance with the Companies Act 1993, the Board has fixed
5.00pm on 11 October 2023 (the Voting Entitlement Time) as
the date for determining voting entitlements of shareholders for
this meeting.
Accordingly, those persons who are, at the Voting Entitlement
Time, registered as shareholders will be entitled to vote at the
Annual Meeting in respect of their supply, as noted above,
backed by shares registered in their name at the Voting
Entitlement Time.
A shareholder’s voting entitlement (as at the date of printing)
is shown on their Annual Meeting Voting/Proxy Paper, which is
enclosed with this pack (if applicable). If a shareholder appoints
a proxy or representative, the proxy or representative will
exercise that shareholder’s voting entitlement as described
above.
Shareholder questions or requests for corrections relating to
voting entitlements should be sent to electionz.com

(email: info@electionz.com or phone: +64 3 377-3530).
Proxies or representatives
Instructions to appoint a proxy or representative are outlined
in this Notice of Meeting and the Annual Meeting Voting/
Proxy Paper. The Returning Officer will contact each proxy or
representative ahead of the Annual Meeting to provide them
with the necessary information required to enable them to
participate in and vote during the Annual Meeting.
You may appoint the Chair of the meeting or any director, or any
other person, as your proxy (a proxy need not be a shareholder).
Where a shareholder does not name a person as their proxy but
otherwise completes the Annual Meeting Voting/Proxy Paper in
full, or where a shareholder’s named proxy does not attend the
meeting, the Chair of the meeting will act as that shareholder’s
proxy and will vote in accordance with that shareholder’s express
direction.
The Chair intends to vote any discretionary proxies, for which
they have authority to vote, in favour of the resolutions (other
than the shareholder proposals).
All proxy or representative appointments must be received by
the Returning Officer by 10.30am on Tuesday, 7 November
2023.
Votes required and quorum
The ordinary resolutions will be passed if they are approved by
a simple majority of the votes of those shareholders entitled to
vote and voting on the resolutions.
The special resolutions will be passed if they are approved by
a majority of 75% or more of the votes of those shareholders
entitled to vote and voting on the resolutions.
The quorum for the meeting is present if not fewer than 50
shareholders have cast postal votes (including by electronic
means) or are present in person or by a representative, who
between them hold or represent the holder or holders of not less
than two per cent of the voting rights entitled to be exercised on
the resolutions to be considered at the meeting.
There are no voting restrictions on the resolutions to be
considered at the meeting.
Results of voting
The results of voting at the Annual Meeting will be posted on
NZX, the Farm Source website and our My Co-op app as soon as
vote counting is complete and the Chair has declared the results.

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Chair’s Letter
Kia ora tātou
Our 2023 Annual Meeting will be held as a hybrid meeting at 10.30am on Thursday, 9 November 2023. Shareholders may either attend
in person at the Mt Hutt Memorial Hall, 160 Main Street, Methven, Canterbury, or join the meeting online.
At this year’s meeting, Miles and I will review the Co-operative’s performance and discuss our progress towards our 2030 strategic
goals.
Given the pressure our individual farming businesses are under as we face into a combination of on-farm inflation and a significantly
lower forecast Farmgate Milk Price range for the 2023/24 season, Miles and I will also discuss how our Co-op will be supporting our
members, and the actions management is undertaking to reduce the Co-op’s costs and ultimately improve overall returns to members.
Shareholders are being asked to vote on seven ordinary business resolutions to:
1. approve changes to the remuneration of Elected Directors;
2. approve changes to the remuneration of Co-operative Councillors;
3. approve no change to the remuneration of the Directors’ Remuneration Committee members;
4. approve the appointment of the auditor;
5. ratify the appointment of Mr Bruce Hassall as an Appointed Director;
6. ratify the appointment of Ms Holly Kramer as an Appointed Director; and
7. approve the Co-operative Council programme and budget.
Each of these ordinary resolutions requires more than 50% of votes cast in favour on it to be passed.
There are also two special resolutions which shareholders are being asked to vote on, to:
1. approve amendments to the Constitution relating to the composition of the Milk Price Panel, to address recent changes to the Dairy
Industry Restructuring Act 2001; and
2. approve amendments to the Constitution relating to Board size and composition.
Each of these special resolutions requires more than 75% of votes cast in favour of it to be passed.
There are also four shareholder proposals for consideration by shareholders. Further details on each of the proposals is included in
this Notice of Meeting. You will see that two of these proposals (Resolutions 10 and 11) are inconsistent with the Board’s proposal
on Board size and composition in Resolution 8. Given the Co-operative Council has advised that it does not support these proposals,
even if Resolutions 10 and 11 are passed, they will not become effective under our Constitution. Therefore, in the unlikely event that
both Resolution 8 and Resolutions 10 and 11 are passed, only Resolution 8 would be given effect to. In any event, your Board strongly
encourages you to vote FOR Resolution 8 and AGAINST Resolutions 10, 11, 12 and 13.
If you can’t attend the Annual Meeting in person or online and are eligible to vote, you can cast your vote online, by post, or by way of
proxy. Further instructions on how to vote by all of these methods can be found on the voting paper in your voting pack (if applicable).
I look forward to seeing as many of you as possible in Methven and online.
Ngā mihi
Peter McBride
Chairman

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Fonterra Co-operative Group Limited
Annual Meeting Agenda
Below is the proposed programme for the Annual Meeting. Shareholders should note that the order may change at the discretion of the
Chair. Shareholders should allow sufficient time to register their attendance upon arrival, prior to the start of the meeting.
10.00am - Registration
10.30am - Welcome
Welcome - Peter McBride, Chair of the Board
Annual Meeting Proceedings
Chief Executive Officer’s presentation
Chair’s review
Approval of Remuneration of Elected Directors, Co-operative Councillors and Directors’ Remuneration Committee Members
Directors’ Remuneration Committee review – Conall Buchanan, Chair of the Directors’ Remuneration Committee
Resolution 1: Approval of changes to the remuneration of Elected Directors
Resolution 2: Approval of changes to the remuneration of Co-operative Councillors
Resolution 3: Approval of no change to the remuneration of members of the Directors’ Remuneration Committee
Appointment of auditor
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors to fix the auditor’s remuneration
Ratification of appointment of Directors
Resolution 5: Ratification of appointment of Mr Bruce Hassall
Resolution 6: Ratification of appointment of Ms Holly Kramer
Amendments to the Constitution relating to the Milk Price Panel
Resolution 7: Approval of amendments to the Constitution relating to the composition of the Milk Price Panel
Amendments to the Constitution relating to Board size and composition
Resolution 8: Approval of amendments to the Constitution relating to Board size and composition
Co-operative Council report
Chair’s review – John Stevenson
Co-operative Council programme and budget
Resolution 9: Approval of the Co-operative Council programme and budget
Shareholder proposals
Resolution 10: Mr Richard Dampney’s first proposal
Resolution 11: Mr Richard Dampney’s second proposal
Resolution 12: Mr Richard Dampney’s third proposal
Resolution 13: Mr Richard Dampney’s fourth proposal
Voting paper collection
General business
12.45pm - Closing (approximately)

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Notice of Annual Meeting of Shareholders of
Fonterra Co-operative Group Limited
PART ONE
Business
Welcome
Annual Meeting proceedings
Chief Executive Officer’s presentation
Chair’s review
Remuneration of Elected Directors,
Co-operative Councillors and Directors’
Remuneration Committee members
Directors’ Remuneration Committee review
Resolution 1: Approval of changes to the remuneration
of Elected Directors
To consider changes to the remuneration of Elected Directors
recommended by the Directors’ Remuneration Committee and,
if thought fit, to resolve:
“To approve the changes to the remuneration of Elected Directors, as
recommended by the Directors’ Remuneration Committee.”
Resolution 2: Approval of changes to the remuneration of
Co-operative Councillors
To consider changes to the remuneration of Co-operative
Councillors recommended by the Directors’ Remuneration
Committee and, if thought fit, to resolve:
“To approve the changes to the remuneration of Co-operative
Councillors, as recommended by the Directors’ Remuneration
Committee.”
Resolution 3: Approval of no change to the remuneration
of members of the Directors’ Remuneration
Committee
To consider any changes to the remuneration of members of the
Directors’ Remuneration Committee recommended by the Board
and, if thought fit, to resolve:
“That no increase of remuneration of members of the Directors’
Remuneration Committee be approved, as recommended by the
Board.”
Appointment of auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
To consider the appointment of KPMG as auditor of the
Company and authorisation of the Directors to fix the auditor’s
remuneration and, if thought fit, to resolve:
“To appoint KPMG as auditor of the Company until the conclusion
of the Company’s next Annual Meeting and authorise the Directors
to fix the auditor’s remuneration.”
Ratification of appointment of Directors
Resolution 5: Ratification of appointment of Mr Bruce Hassall
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Mr Bruce Hassall as a
Director of the Company, under clause 12.4 of the Constitution.”
Resolution 6: Ratification of appointment of Ms Holly Kramer
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Ms Holly Kramer as a
Director of the Company, under clause 12.4 of the Constitution.”
Amendments to the Constitution relating
to the Milk Price Panel
Resolution 7: Approval of amendments to the Constitution
relating to the composition of the Milk Price
Panel
To consider and, if thought fit, to resolve as a special resolution:
“To approve the proposed amendments to the Constitution of the
Company, as set out in the section headed ‘Resolution 7’ of Part
Two of the Notice of Meeting, to be effective on and from the date
that corresponding amendments have been made to the Fonterra
Shareholders’ Market Rules.”
Notice is given that the Annual Meeting of the shareholders of Fonterra Co-operative Group Limited (the Company) will be
held as a hybrid meeting at 10.30am on Thursday, 9 November 2023. Shareholders may either attend in person at the Mt Hutt
Memorial Hall, 160 Main Street, Methven, Canterbury or join online using the instructions set out in this Notice of Meeting.
Peter McBride
Chair, on behalf of the Board
Notice of Meeting dated 16 October 2023

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Amendments to the Constitution relating
to Board size and composition
Resolution 8: Approval of amendments to the Constitution
relating to Board size and composition
To consider and, if thought fit, to resolve as a special resolution:
“To approve the proposed amendments to the Constitution of the
Company, as set out in the section headed ‘Resolution 8’ of Part Two
of the Notice of Meeting.”
Co-operative Council report
Chair’s review
Co-operative Council programme and
budget
Resolution 9: Approval of Co-operative Council programme
and budget
To receive and consider the Co-operative Council’s report
on its activities during the financial year ending 31 July 2023
and its view on the alignment of Company strategy and
performance to members’ expectations and aspirations; the
Milk Commissioner’s report for the 2022/23 season (which is set
out in the Co-operative Council’s 2023 Annual Report); and the
Co-operative Council’s programme and budget for the financial
year ending 31 July 2024 and, if thought fit, to resolve:
“To approve the Co-operative Council’s programme and budget for
the financial year ending 31 July 2024.”
Shareholder proposals
Resolution 10: Mr Richard Dampney’s first proposal
To consider and, if thought fit, to resolve as a special
resolution:
“That the number of Appointed (Independent) Directors be
reduced from four to two.”
Resolution 11: Mr Richard Dampney’s second proposal
To consider and, if thought fit, to resolve as a special
resolution:
“That the number of Farmer Elected Directors remain.”
Resolution 12: Mr Richard Dampney’s third proposal
To consider and, if thought fit, to resolve:
“That Fonterra shareholders or former Elected Directors can
be appointed as “Independent Directors” provided they have
had a five year stand down and 75% approval is attained
from voting shareholders.”
Resolution 13: Mr Richard Dampney’s fourth proposal
To consider and, if thought fit, to resolve:
“That the Independent Assessment Panel for Elected
Directors be scrapped.”

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Explanatory Notes to Notice of Annual Meeting
PA RT T WO
Welcome
The Chair will welcome shareholders.
Annual Meeting proceedings
Remuneration of Elected Directors,
Co-operative Councillors and Directors’
Remuneration Committee Members
Resolution 1: Approval of changes to the remuneration of
Elected Directors
In accordance with clause 34.1 of the Company’s Constitution,
the Directors’ Remuneration Committee (DRC) met in July
2023 to consider, and recommend to shareholders, the form
and amount of the Elected Directors’ remuneration. The DRC
comprises six elected shareholders and is chaired by Mr Conall
Buchanan.
The DRC reviewed remuneration practices in New Zealand and
Australia. The DRC considered whether current remuneration
levels were appropriate to ensure highly skilled Directors were
attracted and retained on the Board, noting the substantial
Director workload. The DRC confirmed that small incremental
annual increases in fees continued to be its preferred approach,
rather than having periods of no increase followed by large
uplifts. The DRC discussed the appropriate level of an increase
in the current inflationary environment and being mindful of the
financial difficulties that many shareholders were facing with
rising on-farm costs and interest rates.
The DRC reviewed the allocations made from the discretionary
pool in the prior year, and was comfortable that the pool was
utilised in a reasonable manner.
The DRC recommended that the following changes to the
remuneration of Elected Directors be approved from the date of
this Annual Meeting:
• Chair: Increase of $14,000 (being ~2.97%) to $484,000 p.a.
• Elected Director: Increase of $5,500 (being ~2.88%) to
$196,500 p.a.
• In addition, at the discretion of the Board:
- The Chair of each permanent Board Committee (unless
that person is the Chair of the Board, the Chair of
the Audit, Finance and Risk Committee or already in
receipt of a Committee Chair allowance): Increase of
$1,000 (being ~2.78%) to $37 ,000 p.a.
- The Chair of the Audit, Finance and Risk Committee:
Increase of $1,500 (being 3%) to $51,500 p.a.
• Discretionary pool: No change from up to $150,000 p.a. in
aggregate. The discretionary pool is provided for Directors
to be remunerated for additional duties, workload and
responsibilities (such fees to be allocated at the discretion of
the People, Culture and Safety Committee of the Board and
the Chair of the Board).
The DRC also approved the expense reimbursement policy for
both Directors and Co-operative Councillors, whereby actual
and reasonable expenses associated with their positions are
reimbursed. It has also approved, and regularly monitors, the
reimbursement of reasonable travel expenses for Directors’
spouses/partners.
Resolution 2: Approval of changes to the remuneration of
Co-operative Councillors
In accordance with By-law 3.1 of the Co-operative Council By-
laws, the DRC met in July 2023 to consider, and recommend to
shareholders, the form and amount of the remuneration to be
paid to Co-operative Councillors.
The DRC considered Councillor remuneration, noting that
small incremental annual increases in fees continued to be its
preferred approach, rather than having periods of no increase
followed by large uplifts. The DRC agreed that the level of the
honoraria needed to be sufficient to attract shareholders of a
high calibre, and to recognise that Councillors were required
to pay rising labour costs for time off-farm while performing
Council duties. The DRC discussed the appropriate level of an
increase in the current inflationary environment and being
mindful of the financial difficulties that many shareholders were
facing with rising on-farm costs and interest rates.
The DRC reviewed the allocations made from the discretionary
pool in the prior year, and was comfortable that the pool was
utilised in a reasonable manner.
The DRC recommended that the following changes to the
remuneration of Co-operative Councillors be approved from the
date of this Annual Meeting:
• Chair: Increase of $4,000 (being ~3.33%) to $124,000 p.a.
• Councillor: Increase of $1,250 (being ~3.25%) to $39,750 p.a.
• Discretionary pool: No change from up to $100,000 p.a. in
aggregate. The discretionary pool is provided for additional
honoraria of Co-operative Councillors (excluding the
Chair of the Co-operative Council) who have additional
responsibilities including as Council committee chairpersons,
project leaders for Council workstreams, observers on Board
Committees, or representing the Council at its request
on external committees; (such provisions to be allocated
in whole or part at the discretion of the Chair of the
Co-operative Council).

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Resolution 3: Approval of no change to the remuneration
of members of the Directors’ Remuneration
Committee
In accordance with clause 34.1 of the Company’s Constitution,
the Board met to consider, and recommend to shareholders, the
form and amount of the remuneration to be paid to members of
the DRC. The DRC comprises six elected shareholders.
The Board noted that the DRC members’ honoraria was last
increased in 2021 to $2,500 p.a. for the Chair and $1,500 p.a. for
the other members.
The Board recommends no change to this in 2023.
Members of the DRC are also entitled to be paid for reasonable
expenses incurred in connection with the business of the DRC,
in line with the policy for remuneration of Directors and Co-
operative Councillors.
Appointment of auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
The Companies Act 1993 (the Companies Act) requires the
Company to appoint an auditor. Section 207S of the Companies
Act provides that the fees and expenses of an auditor appointed
at an Annual Meeting can be fixed in the manner determined at
that meeting.
KPMG has audited the Company’s financial statements for the
year ended 31 July 2023.
The Directors recommend that KPMG be appointed as auditor
for the coming year. The Directors recommend that shareholders
authorise the Board to fix the auditor’s remuneration.
Ratification of appointment of Directors
Resolution 5: Ratification of appointment of Mr Bruce Hassall
Resolution 6: Ratification of appointment of Ms Holly Kramer
The Company’s Constitution requires that the shareholders of
the Company ratify the appointment of each Director appointed
by the Board in accordance with clause 12.4 of the Constitution.
This is to take place at the first Annual Meeting of the
Company following that Director’s appointment and, where the
appointment is for a term exceeding three years, shall be ratified
by shareholders every three years.
Mr Bruce Hassall was appointed by the Board in 2017 and re-
appointed in 2020 and 2023. In accordance with clause 12.4 of
the Constitution, his latest re-appointment is required to be
ratified by shareholders at the 2023 Annual Meeting.
Ms Holly Kramer was appointed by the Board in 2020 and
re-appointed in 2023. In accordance with clause 12.4 of the
Constitution, her re-appointment is required to be ratified by
shareholders at the 2023 Annual Meeting.
The Fonterra Board has determined that Mr Bruce Hassall and
Ms Holly Kramer each qualify as an independent Director.
The remuneration and benefits of Mr Bruce Hassall and Ms Holly
Kramer, as with all of the Appointed Directors, are determined
by the Board in accordance with section 161 of the Companies
Act and are not subject to Resolution 1. However, the Fonterra
Board remunerates Appointed Directors at the same level as
Elected Directors.
Details of their qualifications and experience are set out below.
Mr Bruce Hassall
Mr Hassall is a Chartered Accountant and has had a 35-year
career at PwC, including holding the position of Chief Executive
Officer of the New Zealand practice from 2009 to 2016. He is
Chair of The Farmers Trading Company Limited, Prolife Foods
Limited and Fletcher Building Limited.
Mr Hassall was previously a Director of the Bank of New Zealand
and a member of the University of Auckland Business School
Advisory Board. He was a founding Board Member of the New
Zealand China Council. Mr Hassall has extensive experience
in financial reporting, information system processes, risk
management, business acquisitions, capital raising and IPOs
across both listed and private companies.
Ms Holly Kramer
Ms Kramer has more than 30 years of extensive governance,
management and product/marketing experience. She was Chief
Executive Officer of major Australian retailer Best & Less. She
has also held senior executive roles at Telstra Corporation, Ford
Motor Company (in the US and Australia) and Pacific Brands.
Ms Kramer is currently a Director on the Boards of Woolworths
(Chair, Sustainability Committee), ANZ Banking Group and
associated companies, the GO (Goodes-O’Loughlin) Foundation
and agritech start-up NBryo Limited. She is also the Pro-
Chancellor of Western Sydney University and a Member of the
Bain Advisory Group. Her previous governance roles include the
Boards of Abacus Property Group, Australia Post, Endeavour
Group, Nine Entertainment Corporation, AMP Limited, Lendi,
Telstra Clear (NZ) and The Ethics Centre.
Amendments to the Constitution relating
to the Milk Price Panel
Resolution 7: Approval of amendments to the
Constitution relating to the composition of
the Milk Price Panel
Resolution 7 is a special resolution required by section 106(1)(a)
of the Companies Act.
Background
The Dairy Industry Restructuring (Fonterra Capital Restructuring)
Amendment Act 2022 amended the Dairy Industry Restructuring
Act 2001 (DIRA) to, amongst other things:
• require that the independent Chair of the Milk Price
Panel (the Panel) have no ‘meaningful association’ with
the Company or a shareholder, and be approved by the
responsible Minister under DIRA (the Minister); and

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
9
• increase the number of members on the Panel nominated by
the Minister from one to two.
The Company’s Constitution and the Fonterra Shareholders’
Market Rules (the FSM Rules) set out certain requirements
applying to the Panel, including that:
• it must comprise six members;
• a majority must be ‘independent’;
• the Co-operative Council is entitled to appoint up to two
members (at least one of whom must be independent);
• one member must be nominated by the Minister; and
• the remaining members are appointed by the Board.
Currently, the Panel has six members:
• Mr David Pilkington, independent Chair with no ‘meaningful
association’ with the Company and approved by the Minister
(appointed to the Panel in 2023);
• Professor Hamish Gow, independent Ministerial nominee
(appointed to the Panel in 2021);
• Ms Ming Lim-Pollard, independent Ministerial nominee
(appointed to the Panel in 2023);
• Mr Fred Ohlsson, independent Co-operative Council
nominee (appointed to the Panel in 2022);
• Mr Bill Donaldson, Co-operative Council nominee (appointed
to the Panel in 2014); and
• Ms Leonie Guiney, an Elected Director (appointed to the
Panel in 2023).
Mr Bruce Hassall, an independent Appointed Director, stood
down from the Panel on Ms Lim-Pollard’s appointment taking
effect and has since been attending Panel meetings as an
observer.
The Board recommends that the Company’s Constitution is
amended to increase the size of the Panel to seven members
to accommodate the additional Ministerial nominee and
independent Chair, while allowing the number of Panel positions
held by the Fonterra Directors and Co-operative Council
nominees to be two each. This is consistent with section 150E(1)
of DIRA, which allows there to be up to seven Panel members.
Proposed amendments
The proposed amendments to clause 10.3(c) of the Constitution
to give effect to this are set out below in mark up.
10.3(c) The Panel must at all times comply with the following
requirements:
(i) it must comprise six
seven members;
(ii) a majority of the members must qualify for appointment
asat all times be “independent” (“independent”) members
(within the meaning of any applicable enactment or, if there
is no applicable enactment, as determined by the Board
from time to time);
(iii) the Co-operative Council is entitled to appoint up to two
members (at least one of whom must be independent);
(iv) one two members of the Panel must be the persons (who
must be independent) nominated by the responsible
Minister for appointment as a members of the Panel under
subsection 150E(1A)(a) of the Dairy Industry Restructuring
Act 2001 (“DIRA”) so long as such provision remains in
force or, in the event that the chair of the Panel is a member
nominated by the responsible Minister, three members
of the Panel must be persons (who must be independent)
nominated by the responsible Minister for appointment as
members of the Panel under subsections 150E(1)(a) and (d)
of DIRA so long as such provisions remain in force;
(v) the remaining members shall be appointed by the Board;
and
(vi) the chairman
of the Panel is nominated by the Board and,
for so long as subsection 150E(1)(b) of DIRA remains in
force, approved by the responsible Minister and:
(aa) must be independent;
(bb) must, for so long as subsection 150E(2A) of DIRA
remains in force, not have a “meaningful association”
with the Company or with a Shareholder; and
(cc) shall have no casting vote.
Fonterra has requested that the corresponding FSM Rule 1.8.2
that sets out the size and membership composition of the
Panel also be amended, subject to shareholder approval of the
proposed amendments to clause 10.3(c) of the Constitution.
A solicitor’s opinion regarding the Constitution of the Company,
as required under Rule 1.11. 1 of the FSM Rules, has been provided
to NZX. As the proposed amendment will alter Part A of the
Company’s Constitution, the approval of the amendment by a
majority of 50% or more of members of the Co-operative Council
is required under clause 18.1 of the Constitution. This approval
was received on 3 October 2023.
The Board of Fonterra has approved the changes to the
Constitution of the Company as outlined in Resolution 7,
subject to shareholders’ approval. The Board recommends that
shareholders vote to support the amendments proposed in
Resolution 7.
If Resolution 7 is passed by the requisite majority of 75% or more
of votes cast by shareholders entitled to vote and voting on the
resolution, the Constitution will be amended as set out above
only upon the FSM Rules being amended to be consistent with
this change.
If Resolution 7 is not passed then the recommended changes will
not take effect. Voting against Resolution 7 will not prevent the
Fonterra Board from being required to appoint two Ministerial
nominees and an independent Chair with no “meaningful
association” with Fonterra or any shareholder on the Panel (as
these requirements are mandated under DIRA). Rather, this
would mean that there would only be three (rather than four)
Panel positions able to be held by Fonterra Directors and Co-
operative Council nominees.

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Amendments to the Constitution relating
to Board size and composition
Resolution 8: Approval of amendments to the Constitution
relating to Board size and composition
Resolution 8 is a special resolution required by section 106(1)(a)
of the Companies Act.
Background
As part of earlier governance and representation reviews, a
commitment was made to review the Company’s Board size and
composition in 2024.
With the capital structure review, asset divestment programme
and long term strategy work largely behind the Company,
the Board believes it is the right time to review its size and
composition. The Board has been consulting with shareholders
and the Co-operative Council on Board size and composition
since early June this year to determine if there were sufficient
indications of support for further change.
When thinking about the right size of the Board, striking a
balance is important. The Company wants to increase efficiency
and avoid ‘group think’, whilst retaining an appropriate level of
skills and capabilities as defined by its Board skills matrix.
The New Zealand Institute of Directors recommends, as a
general rule, a Board size of between 6-8 directors in the case
of medium to large sized companies in New Zealand. The
Company’s global scale makes it an outlier.
As well as the size of the organisation, optimal Board size is also
informed by the associated workload requirements. The changes
in the Company’s governance framework, with changes to
Board sub-committees and no requirement for an Independent
Director to chair the Milk Price Panel support the concept of a
smaller Board.
Through the previous governance and representation reviews it
was clear that a strong Elected Director majority on the Board
was important to farmers, alongside the other elements of
farmer control.
The proposal being put to shareholders is to reduce the number
of directors on the Board from 11 down to 9. The current balance
between Elected Directors and Appointed Directors would be
maintained, with a composition of 6 Elected Directors and 3
Appointed Directors. As is the case today, the Chair would still
be selected from within the pool of Elected Directors.
The Board’s view is that this reduction strikes the right balance
between a strong and diverse level of perspectives, skills
and experiences and manageable workloads while providing
directors the opportunity to participate in discussions and
decisions to the best of their abilities.
The Board does not intend that the number of Elected Directors
would fall below six, given the workload implications of having a
smaller number.
Proposed amendments
The proposed amendments to clause 12.1 of the Constitution
to give effect to the proposed change in Board size are set out
below in mark up.
12.1 Number of Directors: There shall be not more than 13
11
Directors until the conclusion of the 2016 2024 annual
meeting of the Company, not more than 12 Directors until
the conclusion of the 2017 annual meeting of the Company,
and not more than 11 9 Directors thereafter, of whom:
(a) not more than 9
7 until the conclusion of the 2016
2024 annual meeting, 8 until the conclusion of the
2017 annual meeting, and 7 6 thereafter, are Directors
elected by Shareholders in accordance with clauses
12.2 and 33.4 or appointed by the Board in accordance
with clause 33.1; and
(b) not more than 4 until the conclusion of the 2024
annual meeting, and 3 thereafter, are Directors
appointed by the Board in accordance with clause 12.4.
A solicitor’s opinion regarding the Constitution of the Company,
as required under Rule 1.11. 1 of the FSM Rules, has been provided
to NZX. As the proposed amendment will alter Part A of the
Company’s Constitution, the approval of the amendment by a
majority of 50% or more of members of the Co-operative Council
is required under clause 18.1 of the Constitution. This approval
was received on 3 October 2023.
The Board of Fonterra has approved the changes to the
Constitution of the Company as outlined in Resolution 8,
subject to shareholders’ approval. The Board recommends that
shareholders vote to support the amendments proposed in
Resolution 8.
If Resolution 8 is passed by the requisite majority of 75% or more
of votes cast by shareholders entitled to vote and voting on the
resolution, the Constitution will be amended as set out above.
The changes will apply from the 2024 Annual Meeting, with the
removal of one Elected Director position and one Appointed
Director position at that time.
If Resolution 8 is not passed then the recommended changes will
not take effect.
The shareholder proposals set out in Resolutions 10 and 11
are inconsistent with the Board’s proposal in Resolution 8.
The usual course is that inconsistent resolutions are not
proposed at the same meeting, with shareholders able to
vote against a resolution or seek an amendment to it rather
than an inconsistent resolution being put to the meeting.
However, the Companies Act provides that all shareholder
proposals be presented to shareholders, which has led to this
inconsistency. Given the Co-operative Council has advised
that it does not support these proposals, even if Resolutions
10 and 11 are passed, they will not become effective under the
Company’s Constitution. Therefore, in the unlikely event that
both Resolution 8 and Resolutions 10 and 11 are passed, only
Resolution 8 would be given effect to.

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
11
Co-operative Council programme and
budget
Resolution 9: Approval of Co-operative Council programme
and budget
Under this item of business, the Chair of the Co-operative
Council will, in accordance with the requirements of the
Company’s Constitution:
• report on the activities undertaken by Council during the
financial year ending 31 July 2023;
• report Council’s view on the alignment of the Company’s
strategy and performance to members’ expectations and
aspirations;
• present the Milk Commissioner’s report; and
• present Council’s programme and budget for the current
financial year to shareholders for approval.
The Co-operative Council seeks shareholder approval for
a budget of $2.371 million for operating costs for FY23 and
$925,000 for other costs contributed to or met by the
Co-operative Council, giving a combined total of $3.296 million,
as summarised below:
FY23 Budget
$000
FY23 Actual
$000
FY24 Budget
$000
Co-operative Council operating costs:
Councillor honoraria (refer Resolution 2 for amounts), and Council staff salaries
and associated costs
1,7751,864 1,970
Co-operative Council meetings – including accommodation and travel for
Council meetings, Board/Board Committee meetings, and meetings with
external stakeholders
215200200
Communications – including Annual Report design and print111113
Councillor Ward meetings – including travel and catering171818
Councillor training and development – including course/facilitator costs, and
new Councillor introduction programme
35715
Insurance and IT costs – including Councillor liability insurance and staff
information technology costs
424160
External analyst support:
- Financial
- Letter of Members’ Expectations survey
12511195
Total Co-operative Council operating costs2,2202,2522,371
Other costs contributed to or met by the Co-operative Council:
Connection
Understanding Your Co-operative Programme
Governance Development Programme
230
165
261
104
250
110
Accountability
External analyst – financial markets research and analysis required by Dairy
Industry Restructuring Act 2001
--100
Guardianship
Fonterra Director election:
- Returning Officer costs
- Director candidate meetings
- Independent Selection Panel and secretariat, independent agent and
candidate interview expenses
- Printing and mailhouse costs
Professional Services - Milk Commissioner costs, fees and other costs relating to
the Co-operative Council appointees to the Milk Price Panel, legal costs
125
40
130
25
100
133
35
131
30
130
133
35
141
33
123
Total other costs contributed to or met by the Co-operative Council815824925
Combined Total3,0353,0763,296

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Budget
In November 2022, Fonterra shareholders approved a budget of
$3.035 million for FY23. Actual costs incurred were $3.076 million
(101% of budget).
Material variations between FY23 budgeted and actual
expenditure, and FY23 actual expenditure and FY24 budgeted
expenditure, are explained below:
• Councillor honoraria and staff costs: FY23 staff salaries and
associated costs exceeded budget due to under-estimating
salary costs (following a staff vacancy during late 2021/early
2022), including the discretionary component of staff salaries
(which is recommended by Fonterra). The FY24 budget
allows for the appointment of one Additional Councillor,
the honoraria increases recommended by the Directors’
Remuneration Committee (which are subject to shareholder
approval, refer to Resolution 2), and increases in Council staff
salaries as recommended by Fonterra.
• Co-operative Council meetings: The FY23 budget included
an allowance for the costs of a digital platform for Council
meeting papers. During the year these costs were centralised
within the Fonterra business, and no allowance has been
made for these costs in FY24. Allowance has been made for
FY23 accommodation and travel cost increases continuing
during FY24.
• Councillor training and development: The FY23 budget made
allowance for externally facilitated training which was not
fully utilised as some Council development was facilitated by
Fonterra management. The FY24 budget makes allowance
for some externally facilitated relevant training and
development.
• Insurance and IT costs: FY23 insurance premium increases
were at the level budgeted. Allowance has been made in the
FY24 budget to fill a gap in existing insurance cover.
• External analyst support: Council’s external financial analyst
(Northington Partners) has been appointed to provide
the independent financial markets research and analysis
required by the Dairy Industry Restructuring Act 2001
(‘DIRA’) from 1 June 2023. FY24 costs therefore include
allowance for analysis of FY24 first quarter and third quarter
business updates under ‘Co-operative Council operating
costs - External analyst support’ and allowance for expanded
analysis of FY24 interim and full year results as required by
the DIRA under ‘Other costs contributed to or met by the
Co-operative Council - Accountability’.
• Understanding Your Co-operative Programme: FY23
accommodation, travel and catering costs exceeded budget.
Participants contribute towards these costs and their
contribution will be increased by $50 per person for 2024
events.
• Elections: FY23 costs exceeded budget reflecting inflationary
increases and the number of candidates. The FY24 budget
reflects cost increases advised by the Independent
Assessment Panel and their independent agent, and
anticipated increases in printing and mailhouse costs.
• Professional services: FY23 Milk Commissioner costs
exceeded budget due to the number of disputes which were
considered. No legal costs were incurred by Council during
FY23. The FY24 budget includes a greater allowance for Milk
Commissioner costs than the amount budgeted for in FY23,
but less than the amount actually incurred in FY23.
Work programme
Council’s work programme for FY24 includes the following key
workstreams:
Connection
• Foster members’ engagement with their Co-op through Ward
meetings
• Further develop Council’s understanding of members’
interests, needs, views and expectations through survey and
meetings
• Represent members’ interests, needs, views and expectations
to the Board including in the 2024 Letter of Members’
Expectations
• When the Board or Management wish to consult with
members on decisions which have the potential to affect
members’ interests in their Co-operative, engage with the
Board and/or Management as part of that consultation
• Deliver the Understanding Your Co-operative Programme
Guardianship
• With the Board, review and refresh (as necessary) the
Co-operative Philosophy including the Co-operative
Principles and promote greater member understanding
• Manage the Director and Directors’ Remuneration
Committee elections in consultation with the Board,
appoint the Returning Officer, and jointly with the Board
appoint the Independent Assessment Panel that assesses
Director candidates who choose to stand for election as
Independently Assessed Candidates
• Represent members’ interests in relation to changes to the
terms and conditions of supply and the operation of the
Fonterra Shareholders’ Fund and the Fonterra Shareholders’
Market
• Administer the Governance Development Programme
• Consider changes proposed by the Board to the Fonterra
Constitution in relation to the Milk Price Panel and the Board
size

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
13
Accountability
• Meet with the Board each quarter to discuss reports on
consolidated and key business unit operations, including
actual achievements compared to the Board’s key measures
for performance and any identified risks to the Company’s
ongoing performance
• Meet with the auditor to discuss their audit engagement and
reports
• Monitor information provided by the Company to members
and assist members to understand the implications of that
information to them
• Seek Board explanation of and responsibility for the
Company’s strategy and performance
• Report to members Council’s view on the extent to which
members’ expectations are being met
• Represent members’ interests in relation to Milk Price
Manual changes and governance.
Council will report to members at least quarterly, including
through its Quarterly Updates, Annual Report and at the 2024
Annual Meeting.
Shareholder proposals
Under clause 15.1 of the Constitution, a shareholder may
give written notice to the Board of a matter which the
shareholder proposes to raise for discussion or resolution at
the next meeting of shareholders at which the shareholder
is entitled to vote. Under the provisions of section 9 of the
first schedule to the Companies Act, the shareholder may
include a statement of not more than 1000 words in support
of the proposal, together with the name and address of the
proposing shareholder.
Where shareholders have advised that they wish that their
proposal, if adopted, to be binding on the Board (as is the
case with each of the shareholder resolutions proposed for
the Annual Meeting), this may require the Constitution to be
amended which requires the support of shareholders holding
75% or more of the voting rights at the Annual Meeting. With
the exception of changes to clause 16 of the Constitution,
changes to Part A of the Constitution also requires the
support of 50% or more of members of the Co-operative
Council.
All four shareholder proposals have been made by Mr
Richard Dampney, who has provided the following contact
details for inclusion in the Notice of Meeting:
Address: 44 Roger Road, RD3, Kaikohe
Telephone: 09 401 4754
Resolution 10: First shareholder proposal by Mr Richard
Dampney
The Company has received the following proposal from Mr
Dampney for shareholder consideration and resolution at the
Annual Meeting:
That the number of Appointed (Independent) Directors be
reduced from four to two.
Resolution 10 is inconsistent with the Board’s proposal
in Resolution 8. The usual course is that inconsistent
resolutions are not proposed at the same meeting, with
shareholders able to vote against a resolution or seek an
amendment to it rather than an inconsistent resolution
being put to the meeting. However, the Companies Act
provides that all shareholder proposals be presented
to shareholders, which has led to this inconsistency.
Given the Co-operative Council has advised that it
does not support the proposal, even if Resolution 10 is
passed, it will not become effective under the Company’s
Constitution. Therefore, in the unlikely event that
both Resolution 8 and Resolution 10 are passed, only
Resolution 8 would be given effect to.
Mr Dampney has advised that he wishes the proposal, if
adopted, to be binding on the Board. To achieve that, Part A
of the Constitution would require amendment. This requires
the support of shareholders holding 75% or more of the
voting rights at the Annual Meeting.
The Constitution also provides that the support of 50% or
more of members of the Co-operative Council is needed for
such an amendment.

14
FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
Your Board unanimously does not support this proposal
and strongly recommends that you vote against it.
The Co-operative Council has also advised that it does not
support the proposal. This means that, even if Resolution
10 receives the support of shareholders holding 75% or
more of the voting rights at the Annual Meeting, the
Constitution will not be amended for Mr Dampney’s first
proposal.
Mr Dampney was entitled to provide a statement in support
of his proposal. The following was supplied:
Talk is of reducing the Board size, Appointed or Independent
Directors are traditionally conservative and support the
Chairman, don’t rock the boat and don’t make any hard
decisions, they come from a school of so called Professional
Directors who have found a way of getting their free lunches
without having to make any tough decisions and get their egos
scratched at the same time.
If the Board needs specialist advice or knowledge, it’s not hard to
buy.
The Board comments on Mr Dampney’s first proposal as
follows:
The Board respects the rights of shareholders to propose
resolutions for consideration by all shareholders.
The Board has considered Mr Dampney’s first proposal
and strongly recommends that you vote AGAINST it for
the following reasons:
• The Board has made a recommended proposal to
shareholders in respect of Board size and composition in
Resolution 8. The Board’s view is that a reduction in the
number of directors on the Board from 11 down to 9 (with
a composition of 6 Elected Directors and 3 Appointed
Directors, which maintains the current balance between
Elected Directors and Appointed Directors) strikes
the right balance between required skills and greater
efficiency.
• The Board does not wish to change the current balance
between Elected Directors and Appointed Directors.
Appointed Directors are selected to enable the Board
to access the skills and competencies needed to lead an
enterprise of Fonterra’s size, global reach and complexity.
They are independent and bring perspectives, experience
and skills which complement and enhance the attributes
and skills provided by the Elected Directors.
• Appointed Directors currently fulfil a number of key roles
on the Board, and only having two would significantly
increase their workload and potentially risk Fonterra
being unable to attract and retain desirable candidates. In
particular:
• As recommended by the NZX Corporate Governance
Code, an independent Appointed Director chairs
Fonterra’s Audit, Finance and Risk Committee.
• If Resolution 7 (amendments to the Constitution
relating to the Milk Price Panel) is passed, an
Appointed Director will re-join the Milk Price Panel.
A majority of members of the Milk Price Panel must
be independent under DIRA, and the re-appointment
of an Appointed Director will count towards this
independence requirement.
The Co-operative Council comments on Mr Dampney’s
first proposal as follows:
The Co-operative Council acknowledges and respects
the rights of shareholders to propose resolutions for
consideration by all shareholders.
The Council has advised that it does not support this
proposal.
• Council recognises the value of the diverse views and
experiences offered by Independent Directors.
• Council supports a reduction of one Independent
Director, from four to three, as proposed by the Board in
Resolution 8.
• Whilst specialist advice can be commissioned, advisors do
not have the same duties and liabilities as directors nor
do they fulfil the role of governors of our Co-operative.
Resolution 11: Second shareholder proposal by
Mr Richard Dampney
The Company has received the following proposal from Mr
Dampney for shareholder consideration and resolution at the
Annual Meeting:
That the number of Farmer Elected Directors remain.
The Board assumes that, by proposing that the number of
Elected Directors ‘remain’, Mr Dampney is proposing that the
number of Elected Directors be not more than seven.
Resolution 11 is inconsistent with the Board’s proposal
in Resolution 8. As noted above, the usual course is
that inconsistent resolutions are not proposed at the
same meeting, with shareholders able to vote against
a resolution or seek an amendment to it rather than
an inconsistent resolution being put to the meeting.
However, the Companies Act provides that all shareholder
proposals be presented to shareholders, which has led
to this inconsistency. Given the Co-operative Council
has advised that it does not support the proposal, even if
Resolution 11 is passed, it will not become effective under
the Company’s Constitution. Therefore, in the unlikely
event that both Resolution 8 and Resolution 11 are passed,
only Resolution 8 would be given effect to.

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
15
Mr Dampney has advised that he wishes the proposal, if
adopted, to be binding on the Board. To achieve that, Part A
of the Constitution would require amendment. This requires
the support of shareholders holding 75% or more of the
voting rights at the Annual Meeting.
The Constitution also provides that the support of 50% or
more of members of the Co-operative Council is needed for
such an amendment.
Your Board unanimously does not support this proposal
and strongly recommends that you vote against it.
The Co-operative Council has also advised that it does not
support the proposal. This means that, even if Resolution
11 receives the support of shareholders holding 75% or
more of the voting rights at the Annual Meeting, the
Constitution will not be amended for Mr Dampney’s
second proposal.
Mr Dampney was entitled to provide a statement in support
of his proposal. The following was supplied:
Farmers are feeling ignored, disinfranchised and have a serious
disconnect from the Board. Less Farmer Directors will only make
this worse. Talk of a smaller Board takes away the risk of an A
& B division within the Board, that only happens because the
Chairman is not doing his job in keeping everyone all inclusive.
The Board has already been reduced once and appeared to be
harmonious at the present size.
Personally I would like to see a Board of nine Farmer elected
Directors with no Independent Directors on the current three-
year rotation, if the Board does not perform a third of the Board
find out real quick at the next election.
The Board comments on Mr Dampney’s second proposal
as follows:
The Board has considered Mr Dampney’s second proposal
and strongly recommends that you vote AGAINST it for
the following reasons:
• The Board has made a recommended proposal to
shareholders in respect of Board size in Resolution
8. The Board’s view is that a reduction in the number
of directors on the Board from 11 down to 9 (with a
composition of 6 Elected Directors and 3 Appointed
Directors, which maintains the current balance between
Elected Directors and Appointed Directors) strikes
the right balance between required skills and greater
efficiency.
• Since the Company’s formation it has been envisaged
that the Board size would be rationalised over time. With
the capital structure review, asset divestment programme
and long term strategy work largely behind the Company,
the Board believes it is the right time to reduce in size.
• The Board does not wish to change the current balance
between Elected Directors and Appointed Directors,
which it believes provides the right mix of experience
and independence while maintaining a strong Elected
Director majority on the Board.
• A smaller Board size is designed to encourage greater
sharing of ideas and opinions by both Elected Directors
and Appointed Directors. With Resolution 8, the Board
is aiming to improve the dynamics within the group and
support faster, robust decision making.
The Co-operative Council comments on Mr Dampney’s
second proposal as follows:
The Council has advised that it does not support this
proposal.
• Council supports a reduction in total Board size as
proposed by the Board in Resolution 8, which maintains
the current balance between Farmer Directors and
Independent Directors as well as the strong Farmer
Director majority on the Board that is important to
shareholders.
• The Board has assured shareholders that workload
requirements can be met by six Farmer Directors, and
that there will be no reduction in the availability of
Farmer Directors to Co-op members.
Resolution 12: Third shareholder proposal by Mr Richard
Dampney
The Company has received the following proposal from Mr
Dampney for shareholder consideration and resolution at the
Annual Meeting:
That Fonterra shareholders or former Elected Directors can be
appointed as “Independent Directors” provided they have had a
five year stand down and 75% approval is attained from voting
shareholders.
The Constitution does not include a definition of
“Independent Director” – rather, this is a definition which is
contained in the FSM Rules.
Because this proposal does not seek to amend the
Constitution, it is an ordinary resolution requiring
the support of a simple majority of the votes of those
shareholders entitled to vote and voting on the resolution.
Under Fonterra’s Constitution, the resolution will not be
binding on the Board.
Your Board unanimously does not support this proposal
and recommends that you vote against it.
The Co-operative Council has also advised that it does not
support the proposal.
Mr Dampney was entitled to provide a statement in support
of his proposal. The following was supplied:
We have some very good Directors and Shareholders who in the
past have resigned because of things that have happened. The
skills and knowledge they have is huge and if they came back to
the Board, they would be quickly up to speed and contributing
from day one and have proven in the past that they can make
tough decisions when needed.

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FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
The Board comments on Mr Dampney’s third proposal as
follows:
The Board has considered Mr Dampney’s third proposal
and recommends that you vote AGAINST it for the
following reasons:
• The FSM Rules define an ‘Independent Director’ as a
director who is not an ‘employee’ of Fonterra or who
has no ‘disqualifying relationship’. A director has a
disqualifying relationship where they have a direct or
indirect interest, position, association or relationship that
could reasonably influence, or reasonably be perceived
to influence, in a material way, the director’s capacity to
bring an independent view to decisions relating to the
Company, to act in the Company’s best interests and to
represent the interests of the Company’s shareholders
generally.
• Fonterra’s shareholders and former Elected Directors
would be likely to have a ‘disqualifying relationship’
with Fonterra, meaning that Mr Dampney’s proposal is
inconsistent with the FSM Rules.
• Fonterra’s Constitution requires it to comply with the
FSM Rules. The FSM Rules can only be changed by
the NZX, who are unlikely to consider an alternative
definition of “Independent Director” (noting that the
current definition is consistent with the NZX Listing
Rules).
The Co-operative Council comments on Mr Dampney’s
third proposal as follows:
The Council has advised that it does not support this
proposal.
• This proposal is inconsistent with regulatory
requirements around ‘independence’ which Fonterra
must comply with, and the proposed voting threshold is
higher than applies to other Independent Directors.
• All Fonterra shareholders have a pathway to the Board
under the Fonterra Director election process.
• Fonterra’s limits on Director tenure are in shareholders’
interests, and reflect good practice.
Resolution 13: Fourth shareholder proposal by Mr
Richard Dampney
The Company has received the following proposal from Mr
Dampney for shareholder consideration and resolution at the
Annual Meeting:
That the Independent Assessment Panel for Elected Directors be
scrapped.
The Independent Assessment Panel (the IAP) is a joint
initiative between the Board and the Co-operative Council.
The functions of the IAP are set out in the IAP’s Terms of
Reference.
Because this proposal does not seek to amend the
Constitution, it is an ordinary resolution which requires
the support of a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
Under Fonterra’s Constitution, the resolution will not be
binding on the Board.
Your Board unanimously does not support this proposal
and recommends that you vote against it.
The Co-operative Council has also advised that it does not
support the proposal.
Mr Dampney was entitled to provide a statement in support
of his proposal. The following was supplied:
All Fonterra Shareholders are reasonably intelligent and can
make up their own minds and sort the wheat from the chaff. We
do not need Fonterra telling us who to vote for via their so-called
independent panel.
Also if remits are put to the Board, let the Shareholders decide
on their merit, not get your preferred option pushed at us from
every angle.
The Board comments on Mr Dampney’s fourth proposal as
follows:
The Board has considered Mr Dampney’s fourth proposal
and recommends that you vote AGAINST it for the following
reasons:
• The IAP process is designed to provide an independent
assessment of candidates against the skills and
experience required by the Board in any year, and
to provide shareholders with independent and
comprehensive information about recommended
candidates.
• The IAP was formed as part of a governance and
representation review voted on by shareholders in 2016
(and subsequently reviewed in 2019). The membership
and operations of the IAP are independent of Fonterra.
• For those candidates who do not wish to go through the
IAP process, a non-assessed candidates process runs
in parallel. Any shareholder who has the support of 35
different shareholders can put themselves forward as
a director candidate and be considered alongside the
candidates assessed by the IAP.

FONTERRA ELECTIONS 2023 NOTICE OF HYBRID ANNUAL MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
17
The Co-operative Council comments on Mr Dampney’s
fourth proposal as follows:
The Council has advised that it does not support this
proposal.
• Shareholders have advised they value independent
opinion on Director candidate capability, skills and
experience to help them make their voting decisions.
• Fonterra’s Director election process also allows
candidates to stand on a non-assessed basis.
• There are protocols in place to ensure the IAP’s
independence from Fonterra.
• The IAP’s only role is to assess Farmer Director
candidates who choose to stand under the Independent
Assessment Process.

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

YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
HOW TO COMPLETE THE PROXY PAPER AND APPOINT A PROXY
1. Appoint a proxy: Provide the full name and address of your chosen proxy in the space provided for “Primary
Proxy” in the box labelled “Appointment of Proxy” in the Annual Meeting Proxy Paper. A proxy need not be a
shareholder.
The Chair of the meeting is willing to act as your primary proxy. If you wish to appoint the Chair of the meeting
you can simply write “Chair of the meeting”.
Where a shareholder does not name a person as their proxy but otherwise completes the Annual Meeting
Proxy Paper in full, or where a shareholder’s named proxy (and any alternate, if one has been appointed)
does not attend the meeting, the Chair of the meeting will act as that shareholder’s proxy and will vote in
accordance with their express direction. The Chair intends to vote any discretionary proxies, for which they
have authority to vote, in favour of the resolutions (except in the case of shareholder proposals).
Please note: You do NOT need to appoint an alternate proxy if the Chair of the meeting is your primary proxy.
2. Instruct your proxy how to vote: You can instruct your proxy how to vote by placing a tick in either the
“For” or “Against” box in the box labelled “Voting Instructions”. If you wish for your proxy to vote as she/he
determines place a tick in the “Proxy Discretion” box. Your proxy CANNOT change the direction of your vote
if you instruct them how to vote in this manner. If you do not expressly direct your proxy on how to vote by
placing a tick a box, then your proxy cannot vote.
3. Sign the form: Each shareholder who wishes to appoint a proxy must sign the “Annual Meeting Proxy Paper”:
• Individuals/sole proprietors: The shareholder must sign the Annual Meeting Proxy Paper.
• Companies: A duly authorised representative of the company must sign the Annual Meeting Proxy Paper.
• Joint shareholders (including trusts, partnerships and estates): It is your responsibility to ensure that the
person(s) signing the Annual Meeting Proxy Paper is/are authorised to sign on behalf of, and bind, all joint
holders.
• Attorneys: If the Annual Meeting Proxy Paper is signed under a power of attorney, it must be accompanied
by a signed certificate of non-revocation of the power of attorney. The power of attorney under which the
Annual Meeting Proxy Paper is signed must be sent with the Annual Meeting Proxy Paper if the power of
attorney has not been previously produced to the Company.
4. Return the form: Return the Annual Meeting Proxy Paper as soon as possible. It must be received by the
Returning Officer no later than 10.30am on Tuesday, 7 November 2023.
• Mail by separating, folding and inserting the Annual Meeting Proxy Paper into the freepost envelope
provided.
We recommend that you post your Annual Meeting Proxy Paper by no later than Tuesday, 31 October 2023 so that it is
received by the Returning Officer before the close of appointment.
HOW TO APPOINT A CORPORATE REPRESENTATIVE
In the case of a shareholder that is a company or other body corporate, a representative can be appointed to
attend the Annual Meeting by completing the Annual Meeting Proxy Paper. In this form, proxy can mean proxy or
representative appointed for a company or other body corporate.
REVOKING YOUR APPOINTMENT
A shareholder can still attend, even if they have appointed a proxy (although shareholders attending virtually
will not be able to vote if a proxy has been appointed). If you change your mind on the appointment of a proxy or
representative, you can revoke the appointment by written notice to the Company. Such notice must be received
at the registered office of the Company - Fonterra Annual Meeting, Fonterra Co-operative Group Limited, Private
Bag 92032, Auckland 1142 no later than 10.30am on Tuesday, 7 November 2023.
FONTERRA ANNUAL MEETING 2023
Combined Annual Meeting
Voting / Proxy Paper
FONTERRA ANNUAL MEETING 2023
Annual Meeting
Proxy Paper Information
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
POSTAL VOTING (INCLUDING ELECTRONICALLY) CLOSES AT:
10.30AM ON TUESDAY, 7 NOVEMBER 2023
PROXY APPOINTMENT CLOSES AT: 10.30AM ON TUESDAY, 7 NOVEMBER 2023
10.30am on Thursday, 9 November 2023, at Mt Hutt Memorial Hall, 160 Main Street, Methven,
Canterbury and online.
1
POSTAL VOTING (INCLUDING ELECTRONICALLY) – CLOSES AT
10.30AM ON TUESDAY, 7 NOVEMBER 2023
Either:
(a) Post the completed “Annual Meeting Voting Paper” to the Returning Officer in the freepost reply
envelope provided.
To ensure your Annual Meeting Voting Paper reaches the Returning Officer before the close of
voting please post no later than Tuesday, 31 October 2023.
Or
(b) Electronically via Farm Source website at: www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password – see below.
IMPORTANT: By entering the PIN and password you warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this Annual Meeting Voting Paper and it can be
destroyed.
PINPASSWORD
2
AT THE MEETING – FROM 10.30AM ON THURSDAY, 9 NOVEMBER 2023
If you plan to attend the meeting in person, bring this form with you.
Voting instructions:
• Indicate your vote with a tick
• When advised by the Chair of the meeting, pass the completed Voting Paper to an official of the
meeting.
3
BY PROXY – RECEIVED BY 10.30AM ON TUESDAY, 7 NOVEMBER 2023
Appoint a person to attend the Annual Meeting and vote on your behalf. A proxy need not be a
shareholder.

Indicate your vote with a tick
FORAGAINST
1
Resolution 1: Approval of changes to the remuneration of Elected Directors
2
Resolution 2: Approval of changes to the remuneration of Co-operative Councillors
3
Resolution 3: Approval of no change to the remuneration of members of the Directors’
Remuneration Committee
4
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors to fix the
auditor’s remuneration
5
Resolution 5: Ratification of appointment of Mr Bruce Hassall
6
Resolution 6: Ratification of appointment of Ms Holly Kramer
7
Resolution 7: Approval of amendments to the Constitution relating to the composition of
the Milk Price Panel
8
Resolution 8: Approval of amendments to the Constitution relating to Board size and
composition
9
Resolution 9: Approval of the Co-operative Council programme and budget
10
Resolution 10: Mr Richard Dampney’s first proposal
11
Resolution 11: Mr Richard Dampney’s second proposal
12
Resolution 12: Mr Richard Dampney’s third proposal
13
Resolution 13: Mr Richard Dampney’s fourth proposal
FONTERRA ANNUAL MEETING 2023
Annual Meeting Voting Paper
FONTERRA ANNUAL MEETING 2023
Annual Meeting Proxy Paper
Use this paper to vote by post or by attending the Annual Meeting to vote in person. If voting online by way of
electronic postal vote, refer to instructions above.
Supply No.:
Details of person completing this Voting Paper:
First Name:
Surname:
Signature:
Only use this proxy paper if you do not plan to attend the meeting but wish to be represented by a proxy holder at the meeting.
This paper can also be used by a shareholder that is a company or other body corporate to appoint a representative.
There are no voting restrictions on the resolutions to be considered at the meeting.
A: Shareholder Details
Name:
Supply Number:
Party Number:
B: Appointment of Proxy
If you wish to appoint someone as your proxy, insert their full name and address below. The Chair of the meeting is willing to act as a proxy.
Primary Proxy: I/We appoint:
Full name of your proxy:
Full address of your proxy:
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held at 10.30am on Thursday, 9 November
2023 and at any adjournment of that Annual Meeting.
Alternate Proxy: You do not need to appoint an alternate proxy but it is recommended that you do so, unless you are appointing the Chair of the
meeting as proxy. The Chair of the meeting is willing to act as an alternate proxy. If the person I/we have appointed is unable to be my/our proxy
then I/we appoint:
Full name of your alternate proxy:
Full address of your alternate proxy:
C: Voting Instructions
Complete this section to instruct your proxy holder how to vote.
FORAGAINST
PROXY
DISCRETION
FORAGAINST
PROXY
DISCRETION
1
Resolution 1
8
Resolution 8
2
Resolution 2
9
Resolution 9
3
Resolution 3
10
Resolution 10
4
Resolution 4
11
Resolution 11
5
Resolution 5
12
Resolution 12
6
Resolution 6
13
Resolution 13
7
Resolution 7
Signature(s) of shareholder(s) named in Section A (Please see signing instructions earlier.)
By signing this form, I/we warrant and undertake that I/we are authorised to sign on behalf of, and bind, the shareholder(s) named in Section A.
Name of shareholder:Signature:
Full name and title of signatory:Date:
Name of shareholder:Signature:
Full name and title of signatory:Date:
Name of shareholder:Signature:
Full name and title of signatory:Date:
If you are appointing a proxy, return this paper as soon as possible. It must be received by the Returning Officer no later than
10.30am Tuesday, 7 November 2023.
Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.

---

Fonterra Online Meeting Guide 2023
Before you begin
Ensure your operating system (desktop, mobile) and browser is supported:
Browsers
• Google Chrome (two latest versions)
• Microsoft Internet Explorer 11
• Microsoft Edge (two latest versions)
• Firefox (two latest versions)
• Safari (two latest versions)
Desktop operating systems
• Windows 7 (latest service pack)
• Windows 8.1 (latest service pack)
• Windows 10 (latest version)
• OS X 10.11 El Capitan
• macOS 10.12 Sierra
• macOS 10.13 High Sierra
Mobile operating systems
• iOS 10 and above
• Android 4.4 and above
To access the meeting online click on the link below, or copy and paste the link to your browser:
https://edge.media-server.com/mmc/go/AnnualMeeting2023
Enter your First Name, Last Name, and Contact Number. These fields are mandatory.
If you are a Proxy, enter your name.
If you are an invitee from another organisation, enter the name of the company.
Click on “Submit”

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

---

Fonterra Elections 2023
Board of Directors
Candidate Profiles

KEY INFORMATION – 2023 ELECTION 1
FONTERRA DIRECTOR CANDIDATE MEETINGS AND ONLINE MEETING 2
ATTRIBUTES AND SKILLS 3
THE INDEPENDENT ASSESSMENT PANEL 6
2023 REPORT OF INDEPENDENT ASSESSMENT PANEL 7
PROFILES
BRENT GOLDSACK 9
CATHY QUINN 12
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 1,000 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined by
the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet points)
has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no responsibility
for the content, or accuracy of the content, contained in Statements supplied by
candidates.
Warwick Lampp, Returning Officer – 2023 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
1
Key information – 2023 election
There are two candidates:
Independently Assessed Candidates
• Brent Goldsack
• Cathy Quinn
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 7 November.
Voting entitlements
Voting entitlements are calculated on the basis of share-
backed milksolids production for each farm for the last season
(2022/2023) or, in the case of dry farm conversions and farm
amalgamations/divisions, the estimated milksolids production
for this season which is backed by shares.
“Supplying Shareholders” will receive one vote for every 1,000
kilograms of milksolids backed by shares that they supplied to
Fonterra during the season ended 31 May 2023. A “Secondary
Shareholder’s” voting entitlement is based on share backed milk
supply, up to the ‘agreed percentage’ in relation to Fonterra’s
share standard for the supplying farm.
Majority voting
This year, each shareholder may vote in favour of up to two
candidates.
As this is an uncontested election (an equivalent number
or fewer candidates than vacancies), each candidate must
gain more than 50% support of votes cast in respect of that
candidate to be elected. If one or more candidates does not
achieve that threshold, a second election will not be held.
The Board may fill any such vacancy by appointing a ‘farmer’
director for the period up to the end of the next Annual
Meeting. The Board must appoint if a vacancy will continue
for six months or more. The Board may not appoint any of the
unsuccessful candidates who stood in the uncontested election.
Lost or damaged voting papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of voting
at 10.30am on Tuesday, 7 November 2023.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed Voting Papers must be received by the Returning
Officer by 10.30am on Tuesday, 7 November 2023.
Number of vacancies to be filled
2

2
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
Fonterra shareholders have the opportunity to meet and
ask questions of the Director candidates at eight meetings
throughout the country and one webinar.
Chaired by the Fonterra Co-operative Council, these meetings
provide a setting in which candidates meet with and answer
questions from Fonterra shareholders with a focus on
explaining how their governance skills and attributes meet the
requirements of the Co-operative.
The format of the meetings will be that of a panel discussion
whereby candidates are first provided an allotted time to
introduce themselves before the Chair takes questions from the
floor and moderates.
The date for the online meeting is listed below. Fonterra
shareholders can join the online meeting by registering via the
Farm Source website or the My Co-op app.
The dates and locations of the meetings are as follows:
Fonterra Director Candidate Meetings
and Online Meeting
Date Time LocationVenue
Tuesday, 17 October11.00am – 1.00pmRotoruaArawa Park
272 Fenton Street
Rotorua
Tuesday 17 October7.00pm – 9.00pmHamiltonMystery Creek
125 Mystery Creek Rd, Mystery Creek
Hamilton
Wednesday 18 October11.00am – 1.00pmKerikeriTurner Centre
43 Cobham Road
Kerikeri
Wednesday 18 October7.00pm – 9.00pmOnline meeting
Friday, 20 October11.00am – 1.00pmStratfordStratford Golf Club
Pembroke Road East
Stratford
Friday, 20 October7.00pm – 9.00pmPalmerston NorthAwapuni Function Centre
67 Racecourse Road
Palmerston North
* Note new venue
Tuesday, 24 October 11.00am – 1.00pmNelsonSeifried Winery
168 Redwood Road
Appleby
Nelson
Tuesday, 24 October 7.00pm – 9.00pmAshburtonHotel Ashburton
11/35 Racecourse Rd, Allenton
Ashburton
Wednesday, 25 October 11.30am – 1.30pmInvercargillAscot Park Hotel
Cnr Tay Street & Racecourse Road
Invercargill

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
3
Attributes and Skills
Required attributes
There are certain attributes that the Board considers that all of our Directors must be able to demonstrate. These are the
core requirements, and you should consider them carefully as you will be asked to show how you are able to deliver on each
attribute.
(a) Understanding of and commitment to the highest standards of governance including an understanding of the collective
group decision making processes adopted by the Fonterra Board.
(b) Understanding of and empathy with the Co-operative and its farmer owners.
(c) Ability and knowledge to comprehend the wider commercial and economic framework in which Fonterra operates.
(d) Broad governance experience.
(e) Proven track record of creating shareholder value.
(f) Global perspective.
(g) Time available to undertake a Director’s responsibilities.
(h) Sound judgement.
(i) Ability to apply strategic thought to important issues and to actively contribute to, and positively influence, Board
discussions.
(j) Ability and willingness to constructively question, challenge and critique in an open-minded way, and, where appropriate,
offer, and respect, diverse and alternative viewpoints.
(k) Unquestioned honesty and integrity.
Targeted skills
Based on the 2023 Skills Matrix (page 5), the Board’s
current priorities, and the external operating
environment, the Board has provided a list of targeted
skills being sought in the 2023 Director election.
These targeted skills are as follows:
(a) Innovation;
(b) Financial Acumen;
(c) Manufacturing / Commodity Experience;
(d) Customer / Consumer Experience;
(e) In Depth Dairy Farming;
(f) Global Experience; and
(g) Technology.
In 2023, the Board has targeted a similar set of skills
to last year given that the needs of the business in
terms of required and desired levels of each skill have
not changed substantially. Financial Acumen is a new
targeted skill for 2023, given the skill set of the Directors
retiring by rotation. Sustainability was removed from
the list of targeted skills in 2023, given the strong
aggregated skill levels of Sustainability on the Board.
All of our Directors must believe in and value the Co-operative
and be able to demonstrate that they have the attributes and
skills needed to deliver governance at a level expected for a
globally competitive New Zealand dairy co-operative.
Directors on most boards operate within a band of governance
experience, from the most experienced through to those who
are newer to the particular role, organisation or industry. Over
time, newer directors gain more experience and this helps
ensure that there is succession on a board as well as a range of
views and perspectives.
In order to attract the best candidates for our Board, we will
need to access the attributes and skills that we know are in our
farmer shareholder base that will result in the right balance of
experience and ability on the Board over time. It is important for
potential candidates and for all our farmer shareholders to be
clear on what is required of our Board to deliver the necessary
performance and to set up our Co-operative for success in the
future.
We have identified a list of attributes (described above) that
each Director of our Co-operative must be able to demonstrate.
For some of these attributes, a Director will continue to develop
expertise but it is important that they are able to show that they
have the attribute and the ability to keep developing in their
role as Directors of our Co-operative.
In addition to these required attributes, our Board requires a
set of skills to deliver good governance. There is no expectation
that each Director will have all of these skills but it is important
that they are appropriately represented across the Board. Some
Directors will have strengths in some of the skills while others

4
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
might be still developing them or will be able to rely on fellow
Directors to provide guidance and expertise in particular areas.
It is also important that the skills required for our Board take
into account the types of opportunities and challenges that
the Co-operative will face in the future, and ensure we are
developing the skills that may not be needed currently but will
be critical going forward.
This means that the search for skills on the Board should
always be looking to extend and build on current expertise.
The Fonterra Board Skills Matrix (described on page 5) shows
the aggregate skills that are shared across the Board, as well
as the skills that will be needed to deliver on the strategy in
coming years, and should never show that all skills are currently
being delivered. The Board Skills List (described on the right
and below) shows a balanced mix of skills related to the current
requirements of the Co-operative, which will continue to be
enhanced to match Fonterra’s future requirements.
A Director needs to demonstrate each of the attributes but
does not need to be able to demonstrate each of the skills. The
key requirement for a Director is that they are able to meet
the governance requirements at the level required for our
Co-operative. From time to time, we will identify particular
skills that may be needed on the Board. Prospective candidates
should not see the full list of skills or any particular set of skills
as a pre-requisite or as eligibility requirements but rather as
some of the things to take into account in considering if they
would meet the overall requirements for a Fonterra Director.
Skills list
Our strength as a co-operative relies on us being able to
maximise the opportunity for our farmer shareholders to move
from their farming businesses to the board room.
An appreciation of the experience and skills required to make
that transition and access to adequate training are essential
for any farmer shareholder who wants to become a Fonterra
Director.
We expect our Board to have access to Directors with on-
farm dairy knowledge based on having run or owned a dairy
operation as a member of our dairy Co-operative, who are
well versed in what drives Fonterra’s Farmgate Milk Price and
profitability in our global Co-operative, and who demonstrate
strong co-operative values.
For a number of Directors’ Elections, we have used a skills list
made up of the skills the Board requires to govern Fonterra.
This skills list has been updated regularly and is published in
the documents for the Director Election each year. The list has
also been used to help with the selection and appointment of
our Appointed Directors. In addition to keeping the skills list
updated, the Board has considered the relative weighting of
how much of each skill is needed on the Fonterra Board. This
weighting can be used to establish how much of each skill we
need on the Board over time (i.e. how many Directors need to
exhibit each skill and to what level).
Skill Category Definition
In Depth Dairy Farming
Deep “on farm” dairy experience, having run or owned dairy operations as a member of our
dairy Co-operative.
Dairy Industry / Understand
Value Drivers of Milk Price /
Profit
A strong understanding of what drives Fonterra’s milk price and of the profit drivers of the
Co-operative.
Financial Acumen
Strong financial skills and knowledge gained through business management, or as a highly
experienced auditor, or a functional expert in a senior financial position.
Risk Management
Senior level experience in, or governance of, organisations that have significant risk
management and control frameworks including health and safety, cybersecurity and climate
related risks.
Manufacturing / Commodity
Experience
Experience at a senior executive or governance level in a commodity/manufacturing business.
Customer / Consumer Experience
Senior level executive or governance experience in a customer-oriented, business to business
(B2B), retail or consumer goods company with significant local, regional or global brands.
Effective Leadership
Senior executive or governance experience in leadership roles including strategy oversight,
stakeholder management and people leadership, including experience in environments that
value and demonstrate diversity of thinking and approach.
Global Experience
Deep understanding of international issues and the macro-political and economic environment,
through experience working in multiple geographies, and a proven global mindset.
Technology
Knowledge and experience in the governance, strategic use and risk management of technology
including information systems, transforming and disruptive technologies and cyber risk.
Sustainability
Commitment to and a strong understanding of sustainability including the management of
social, environmental and economic factors and their contribution to long-term value creation.
Innovation
Experience in, or a strong understanding of, research and development and applied innovation,
including in relation to nutrition science.

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
5
Skills Matrix
The Fonterra Board has produced a Skills Matrix which shows for each skill:
• the aggregate skills of the current Board; and
• the required and desired levels of that skill across the whole Board.
The Board has determined these required and desired levels based on the right mix of skills to govern Fonterra currently, the present
composition of the Board and the future strategic needs of the business.
The Skills Matrix uses blue horizontal bars to show the current aggregated skill of the Board. The whole of each blue bar represents
the current Board’s aggregated level for each skill, and the darker shading within those bars represents the skills of the Directors who
are retiring by rotation in the current year.
The lighter shading represents the skills of Directors who are not retiring in 2023.
The Skills Matrix (below) shows the skills that the Board is looking for over time, and should be used as guidance. The Skills Matrix was
provided to the Independent Assessment Panel to assist them as they assessed the best candidates for the Board, and it is included in
voting packs as guidance for shareholders when making their voting decisions.
2023 Skills Matrix and Targeted Skills
Targeted skillsAggregated Skills of Existing Fonterra Board
In Depth Dairy Farming
Technology
Manufacturing / Commodity Experience
Financial Acumen
Innovation
Effective Leadership
Dairy Industry / Understand Value Drivers of Milk Price / Profit
Sustainability
Customer / Consumer Experience
Risk Management
Global Experience
In Depth Dairy Farming
Financial Acumen
Global Experience
Technology
Innovation
Customer / Consumer Experience
Manufacturing / Commodity
Experience
Remaining BoardDirectors Retiring by RotationDesired skill levelRequired skill level
Director Tenure
Remaining BoardDirectors Retiring by Rotation
Years on the Board at the conclusion of the 2023 Annual Meeting
123456789
Alison
Watters
John
Nicholls
Andy
Macfarlane
Clinton
Dines
Holly
Kramer
Scott
St John
Peter
McBride
Bruce
Hassall
Leonie
Guiney
Cathy
Quinn
Brent
Goldsack

6
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
The Independent Assessment Panel
Overview
The role of the Independent Assessment Panel (Panel) is to
rigorously assess and evaluate potential candidates and then
to shortlist and recommend the best candidates to Fonterra’s
shareholders.
The Panel process is designed to provide intending candidates
with a confidential, rigorous and totally independent
assessment of their skills and experience against the attributes
and skills required by the Board in any year, and to provide
shareholders with independent and comprehensive information
about recommended candidates.
The Panel’s process is open to all intending Director candidates
who opt to go through the Independent Assessment Process.
Panel membership
• Joan Withers (Chair)
• Rob Campbell
• Patrick Strange
Panel Biographies
Chair: Joan Withers
Joan has been a professional Director for
more than 20 years and spent over 25 years
working in the media industry, previously
holding CEO positions at The Radio
Network and Fairfax Media.
Her current governance roles are Chair of The Warehouse
Group Limited and Director of ANZ Bank New Zealand Limited,
SKY Network Television Limited and Origin Energy Limited.
Joan has previously held Chair positions at Mercury NZ Limited,
TVNZ and Auckland International Airport Limited and was on
the advisory board of The Treasury.
Joan is a Trustee of the Louise Perkins Foundation and is Chair
of a steering committee working to increase the percentage
of South Auckland Māori and Pacific Island students taking up
roles in the health sector.
She holds a Master’s Degree in Business Administration from
The University of Auckland. Joan is also a University of Auckland
Distinguished Alumni (2015). In 2015, she was named Supreme
Winner in the Women of Influence Awards and was named as
Chairperson of the Year at the Deloitte Top 200 Management
Awards.
Rob Campbell
Rob is a professional Director and
investor with over 40 years’ experience in
investment management and corporate
governance.
His current directorships include Chancellor
of Auckland University of Technology, Chair of NZ Rural Land
Limited, and Chair of Ara Ake Limited.
Rob holds the degrees of Bachelor of Arts with First Class
Honours in Economic History and Political Science, and
Master of Philosophy in Economics. He was also Senior
Scholar in his final year at Victoria University and a member
of the University’s Professorial Board, and is recognised as a
Distinguished Alumnus of the University.
Rob was made a Companion of the New Zealand Order of Merit
in the 2020 New Year’s Honours List for services to governance
and business. In 2017, he was awarded the NZ Shareholders’
Association Beacon Award and Chairperson of the year in the
Deloitte Top 200 Awards. Rob is a Chartered Fellow of the
Institute of Directors.
Patrick Strange
Patrick grew up on a dairy farm in Te Aroha
in the Waikato. He is currently the Chairman
of Auckland International Airport Limited,
an Independent Director of Mercury
NZ Limited, and a director at Transgrid
in Australia. His previous governance experience includes
directorships at the NZX, NSW Networks, Essential Energy,
Worksafe New Zealand, and Chorus – which he chaired until
retiring in 2022.
He was named New Zealand Chair of the Year in 2022.
Prior to focusing on governance, Patrick’s management career
included Chief Executive roles at Transpower, Mercury Energy,
and Vector.
Independent Secretariat
The Panel appoints an independent secretariat to carry out the
administration functions. Wendy Chen of Juno Legal fulfilled
this role in 2023.

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
7
Introduction
This report sets out the 2023 process undertaken by the
Independent Assessment Panel (Panel) to:
• Rigorously assess and evaluate potential Elected Director
candidates under the Independent Assessment Process
and make recommendations to shareholders of the Elected
Director candidates to stand for election at the upcoming
Fonterra 2023 election of directors; and
• Rigorously assess and evaluate incumbent directors
standing for re-election in the 2023 election of directors
who elected to participate in the Independent Assessment
Process.
The Panel was formed in 2016 by the Fonterra Board of
Directors and the Fonterra Co-operative Council to provide
intending candidates with a confidential, rigorous and totally
independent assessment of their skills and experience against
the attributes and skills required by the Fonterra Board in
any year; and to provide shareholders with independent and
comprehensive information about recommended candidates.
The membership and operations of the Panel are independent
of the Fonterra Board and Fonterra Co-operative Council.
A joint committee of the Fonterra Board and Fonterra
Co-operative Council was established in March 2019 to review
the director election process, following which changes were
made to improve the independence and transparency of the
‘Independent Assessment Process’.
The Panel Members for 2023 are as follows, all of whom are
appointed jointly by the Fonterra Board and the Fonterra
Co-operative Council:
• Joan Withers, Independent Member and Chair appointed by
the Panel members
• Rob Campbell, Independent Member
• Patrick Strange, Independent Member
The objectives of the Panel are:
• To have high quality Elected Director candidates nominated
for election to the Fonterra Board; and
• That shareholders will be better informed in the electoral
process.
2023 Process Undertaken by the Panel
In June, by circular resolution, the Panel agreed to:
• Elect the Chair of the Panel and note the re-appointment /
new appointment of the representative Panel members by
the Fonterra Board and Fonterra Co-operative Council;
• Appoint an independent secretariat to assist the Panel;
• Consider and note the required attributes and skill
requirements for director candidates, as set by the Fonterra
Board;
• Review and recommend minor amendments to its Terms of
Reference;
• Agree the 2023 Panel Search Brief; and
• Agree the timetable to be followed in respect of the 2023
election process.
In July, the Panel agreed to appoint an independent search
agent to support the assessment of intending Independently
Assessed Candidates.
Following review of the nominations received, and an initial
interview and reference checking process conducted by the
Panel’s independent search agent, the Panel interviewed
the one candidate that applied under the 2023 Independent
Assessment Process, together with the two incumbent directors
standing for re-election who had elected to participate in the
Independent Assessment Process.
Two interviews were carried out in person and one via Zoom
because the candidate concerned was overseas during the
interview period. Time was allowed for deliberation after each
interview and following conclusion of all interviews.
During the short-listing and selection process, the Panel
undertook a rigorous assessment of each candidate’s attributes,
skills and experience relative to those identified in the 2023
Candidate Handbook published by Fonterra, with particular
regard given to the seven targeted skills identified.
The Panel considers that the interview process was conducted
in such a way that each candidate had the same opportunity to
demonstrate why their attributes and skills meant they should
be recommended by the Panel to shareholders for consideration
as a director of Fonterra.
Following the Independent Assessment Process, confidential
feedback was provided to all candidates who participated in the
process.
2023 Report of Independent Assessment Panel

8
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
The incumbent directors who are eligible for re-election this
year, Brent Goldsack and Cathy Quinn, confirmed they would
stand for re-election in the 2023 election process.
The Panel unanimously agreed that the other intending
candidate was not suitable to put forward to shareholders for
election.
To assist shareholders when deciding which candidates to vote
for in the 2023 directors elections, the Panel has prepared an
assessment summary of the incumbent directors standing for
re-election, relative to the skills and attributes set out in the
2023 Candidate Handbook. These summaries are included in
these Voting Papers.
Declaration of Association
From time to time, Panel members may interview and assess
intending candidates they have worked with in the past or have
a continuing business relationship with, and it is the intention of
the Panel to make any such associations known to shareholders
to ensure full transparency.
This year the Panel interviewed Cathy Quinn with whom
two panel members have had business and professional
associations. Joan Withers is a fellow shareholder and director
of OnBeingBold Limited with Cathy Quinn. Rob Campbell
was the chair of Tourism Holdings Limited at the same time
that Cathy Quinn was a director on the board, and Rob had
a professional legal advisor relationship with Cathy Quinn a
number of years ago.
Notwithstanding these associations, the Panel is confident
that its assessment of each Independently Assessed Candidate
during the 2023 Independent Assessment Process was based on
merit and was not influenced by any prior or current business
relationship with any Panel members.
Joan WithersRob CampbellPatrick Strange
Yours faithfully
Independent Assessment Panel

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
9
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 756 154
Email: brent@dairygold.co.nz
Brent GOLDSACK
Panel Assessment - Incumbent Director
Brent has served on the Fonterra Board for six years,
having been elected in November 2017. During that
time, he has been Chair of the Co-operative Relations
Committee and the Capital Structure Committee, and
was a member of the Milk Price Panel, the Safety and
Risk, Audit and Finance, Sustainability and Innovation,
Divestment and Disclosure Committees. In addition, he
has served as the Fonterra representative on the ‘Dairy
Tomorrow’ Steering Group – the strategy for the industry.
Brent currently holds several board roles in addition to
Fonterra, including Rabobank and Power Farming. He is
also Chair of Waitomo Group and Better Eggs. Previously,
Brent enjoyed a professional services career with PwC of
more than 20 years as one of New Zealand’s leading tax
and financial advisors. He advised many New Zealand
companies operating in the primary and export led sectors
and led PwC New Zealand’s ‘Behind the Farm Gate’ Agri
strategy.
He is married with two daughters and lives just outside of
Hamilton. The family owns two dairy farms in the Waikato
milking 1,000 cows and he takes an active role in these
businesses.
Panel’s assessment of Brent’s capabilities relative to
2023 Attributes:
As an incumbent director, having had six years of
experience on the Fonterra Board, and a director of
several other agricultural organisations, the Panel felt
Brent demonstrated a breadth of board experience and
a thorough understanding of and commitment to the
highest standards of governance, collective decision-
making processes and the wider commercial and
economic framework within which Fonterra operates. He
feels privileged to serve on the Fonterra Board and brings
a genuine empathy with the Co-operative and its farmer
owners. The Panel were convinced of his unquestioned
honesty and integrity.
Brent’s 20+ year commercial background in accounting
and subsequent governance career, serving organisations
operating in several markets around the world has
given him a broad global perspective. The Panel felt
he demonstrated substantial strengths in his strategic
thinking and judgement, which would allow him to
continue to add value to the Fonterra Board. Brent is
proud of the Board’s achievements, particularly the
strengthening of the balance sheet and the reshaping
of the culture and is looking forward to delivering an
acceptable return on investment (ROI) for farmers.
Brent has a track record of creating shareholder value in
many organisations, and the Panel felt he brought the
experience and the energy to contribute effectively in this
area.
Panel’s assessment of Brent’s capabilities relative to
2023 Skills:
The Panel felt Brent demonstrated extensive capability
in his financial understanding, as a highly experienced
chartered accountant, governor, and business owner.
He also demonstrates a deep understanding of the
value drivers of the milk price / profit and can talk with
impressive clarity about the strategic options available to
Fonterra. Brent is actively involved as a shareholder of two
dairy operations in the Waikato with a focus on livestock
improvement through R&D in genetics. He is competent
in articulating the competing demands and levers related
to investment in R&D and innovation, and the effect on
ROI. He previously had interests in other dairy farms,
with experience operating in the United States, which the
Panel reflected provides him with solid experience in dairy
farming. Brent has significant experience in commodities,
being a governor of organisations involved in eggs, fuel
and banking, in addition to six years on the Fonterra
Board. This tenure with Fonterra has provided Brent many
opportunities to travel and understand the local market
dynamics and customer preferences. This is bolstered
through his other governance roles with organisations
operating in Australia, USA and Europe, providing a
compelling level of global experience. These governance
roles have also further developed his understanding
of consumers and customers – whilst not being a core
strength, Brent has had significant exposure to several
consumer brands and retail campaigns, with a marketing
and branding focus.
Brent has a comprehensive understanding of risk
and control frameworks from his time working as a
professional services consultant. He is currently Chair of
the Risk and Compliance Committee at Rabobank, where
he brings sophisticated oversight and risk management
approaches. Whilst Brent has not had a career in

10
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
My wife Delwyn and I live with our two daughters (15 and 18)
just out of Hamilton where we milk 1,000 cows on two farms.
I was first elected to serve on the Board of Fonterra in
November 2017. During the past 6 years I have chaired or been
a member of a number of Fonterra Board Committees and I
understand our Co-op well.
I take my position as a Farmer elected Board member very
seriously. It is our role to ensure that Fonterra collects our
milk every day, processes it efficiently, sells our products for as
much as we can and returns the maximum amount to our New
Zealand farmers.
I still believe passionately in the Co-op. I am proud to be a dairy
farmer and I am proud of Fonterra and what we have done over
the past 6 years. However, there is still a lot to do, in particular,
having a clear Milk Price strategy and generating an acceptable
return on the capital we have invested in the Co-op.
Our balance sheet is heathy, and our debt levels are relatively
low. We have a Fonterra strategy that is easy to understand.
We know what we are good at doing, and are becoming more
mature in our decision making as to where to allocate capital
and what to stop doing.
However, our working capital is still too high, and our return on
capital is not at our target levels. We need to constantly review
our costs and ensure we are as efficient as possible. We have
had a (relatively) stable milk price over the past three years
but that looks to have changed, and the global markets are
becoming more volatile. Strong governance will be required to
ensure we deliver the best milk price and returns to our farmers.
I would greatly appreciate your vote to be re-elected for a third
term on the Board and look forward to discussing your views on
the Co-op, and our strategy and performance.
Why am I am standing?
1. More than ever we need farmers on our Board who have the
necessary skills and preferably a track record of successful
governance. I meet all three of those criteria.
2. We must have a strong Co-op. At the heart of a strong Co-op
is a strong milk price. I pride myself on a deep understanding
of milk price, will fight for every cent and ensure the process
is transparent. This will be even more important with current
market conditions.
3. In times of uncertainty, having very clear expectations of
what Fonterra has to do to be successful and the ability to
hold management, the Board and myself accountable will be
important. We work well together as a Board. We are not all
the same. We don’t all agree on everything, however, we do
operate as a team and have a record of doing what we say
we will do.
I have the specific skills and experience that Fonterra currently
requires: we are farmers and I understand farmers, I have a lot
of global experience, deep financial skills, an understanding of
consumer and commodity markets. Importantly I have some
common sense and a deep understanding of the workings of the
Co-op from the past 6 years as a director.
Around the Board table I have a reputation for having a back-
bone, the ability to understand the big picture, to communicate
with passion and clarity, and the courage to hold people
(including myself) to account.
Empathy with farmers and the Co-op
We are farmers. I spend a lot of time talking with farmers
around New Zealand and also the rest of the world. Milk price is
important, as is having a strong Co-op we are proud of.
Compliance has become a headache for farmers and dilutes
value. We need to ensure that the Co-op does not get out of
sync and only requests what it actually needs to generate the
best milk price and earnings.
Candidate Profile Statement
technology, he is competent in the governance oversight
of technology systems and large transformation projects.
He is passionate about sustainability and, since taking on
further governance roles, has many more opportunities
to learn and trial different approaches. Brent recognises
the need to manage sometimes competing or conflicting
stakeholder interests, and acknowledges that the
management of social, environmental, and economic
factors must first involve a focus on being economically
driven (i.e., creating value) or initiatives will be unlikely
to succeed. The Panel viewed Brent’s track record
in leadership as particularly significant, having been
Managing Partner of the PwC Waikato office earlier in his
career, his recent expansion into further governance roles,
taking on Chair responsibilities, and taking a leadership
role in the recent consultation on changes to the Fonterra
capital structure.
Overall, the Panel felt Brent has matured as a governor
and leader over the last six years and the Panel were
impressed by his communication style – Brent effectively
balances a genuine passion for Fonterra, an insightful
knowledge of the relevant issues, with a constructive and
open-minded approach. He has vision, intelligence, and a
warm style.

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
11
I believe there is a great future for dairy and for Fonterra dairy
farmers. A number of the opportunities and challenges will need
to be addressed in a balanced and economic manner.
Commercial acumen
I am a Chartered Accountant. I was recently acknowledged by
being awarded a Fellowship by the Accounting Society folk. I
worked for a global accounting firm for 25 years and was on the
New Zealand board. I understand numbers and the importance
of allocating capital effectively.
During our time on the Board we have reduced capital
expenditure significantly, improved our cashflow, reduced our
debt, sold non-strategic assets and increased Advance Rate
payments to get more money to farmers earlier in the season.
I am on the Board of Rabobank New Zealand and Chair of the
fuel industry disruptor, Waitomo Group and Better Eggs (who
supply 25% of NZ eggs).
Formal qualifications:
• Commerce degree (accounting and finance) from Victoria
University
• Qualified Chartered Accountant, and appointed a Fellow
• Lectured on International tax at the Auckland University
Masters of Tax programme
• Completed short courses at Harvard and INSEAD University
Business Schools
Global experience
I had the privilege of working in Russia for 3 years, London
for 2.5 years and New York for 18 months. I have traveled to
many markets, also with board roles with Rabobank and Power
Farming (operation in the US and Australia).
I take a keen interest in global matters, in particular relating to
finance, dairy, and politics. I have a strong global network.
Understanding of milk price and our profit drivers
I am passionate and vocal on milk price and understand it in
detail. For 5 years I was the only farmer elected director on the
Milk Price Panel.
A better return of our capital invested in the Co-op is required.
I believe we are on the right track but we still have significant
work to do in this area.
Governance experience
Currently I am on the Boards of Fonterra, Rabobank New
Zealand (including the Audit Committee, the Risk and
Compliance Committee, and the Remuneration Committee) and
Power Farming. I am Chairman of Waitomo Group – a 75 year
old 3rd generation family business supplying the lowest cost
fuel we can with great service, and Better Eggs.
I understand good governance. Good governors need to be
close to the organisation’s culture, and understand the value
drivers. I am known to express my views, hold management
accountable and create a fun and positive environment.
I would be humbled to be re-elected to the Board of Fonterra
to work on behalf of farmers, continuing to build a strong
sustainable Co-op, and to maximise our milk price and
performance.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• Financial interest jointly with associated persons in Ngarua Dairy Limited, which holds 160,434 Fonterra shares.
• Partner jointly with associated persons in Kakepuku Farms L.P, which holds 249,409 Fonterra shares.
• I am the Chair of Waitomo Group Limited (and subsidiaries) who have a standard business relationship with Farm Source
for the sale of fuel to farmers.
• I am a director of Rabobank New Zealand Limited, who provide debt funding to a number of Fonterra supplying farmers.
Further, it is my understanding that from time to time Rabobank in the Netherlands may provide certain funding and advice
to Fonterra, however, I am not aware of what those arrangements are as I have never been party to any documentation or
discussion on such arrangements.
• Financial interest jointly with the associated persons in Ngarua Dairy Limited and Kakepuku Farms L.P. which holds shares
in Ballance Agri-Nutrients Limited and Livestock Improvement Corporation Limited.
To the best of my knowledge and belief, the disclosures set out above are full and complete.

12
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 610 771
Email: cathy@quinn.co.nz
Cathy QUINN
Panel Assessment - Incumbent Director
Cathy has served on the Fonterra Board for three years
and is Chair of the Disclosure and Long-Term Aspirations
Review Committees. She is also a member of the Audit,
Finance & Risk Committee and the People, Safety and
Culture Committee. Cathy was previously Chair of the
Divestment Committee, including during the Soprole
transaction, a member of the Capital Structure Committee
and an observer on the Milk Price Panel.
Cathy currently holds several board roles in addition
to Fonterra, including Fletcher Building and Rangatira
Limited. She is also Chair of Tourism Holdings and
Fertility Associates, as well as Pro-Chancellor, University
of Auckland. Previously, Cathy enjoyed a 30+ year
career as a commercial and corporate lawyer with
MinterEllisonRuddWatts, including eight years as Chair
leading the partnership during a period of transformation
and significant growth. She has significant expertise
in governance, equity capital markets, mergers and
acquisitions and private equity services. She has
advised the dairy industry for many years including the
Dairy Board, Fonterra, the Co-operative Council, and
competitors of Fonterra.
Amongst the numerous awards she has won, Cathy was
made an Officer of the New Zealand Order of Merit for
services to law and women in 2016. Cathy grew up in
rural New Zealand and spent summers on family farms
in her youth. She is now a director and shareholder of
Thistlehurst Dairy Limited, based in the Waikato.
Cathy lives in Auckland and has two adult sons.
Panel’s assessment of Cathy’s capabilities relative to
2023 Attributes:
The Panel felt Cathy demonstrated an extensive
understanding of and commitment to the highest
standards of governance, having developed a
comprehensive governance career, including being
governor of some highly complex organisations, and
through her extensive experience advising boards during
her legal career. She expresses a genuine empathy for the
Co-op and its farmer owners, gained through her own
experiences and through her broad outreach activities,
where she is committed to listening to farmers and
learning about different perspectives. She articulates
a clear understanding of the wider commercial and
economic framework in which Fonterra operates and
the Panel felt she had established herself as a strong and
active strategic contributor to the Board, having chaired
committees such as the Disclosure Committee, the
Divestment Committee, and the Long-Term Aspirations
Review Committee.
Cathy’s time on the Fonterra Board has increased her
exposure to global developments relevant to Fonterra,
and the Panel felt she expressed an informed global
perspective, bolstered through other internationally
focused governance roles and her commitment
to knowledge and personal development. This is
also conveyed through her open-minded approach
and willingness to constructively challenge, whilst
demonstrating a supportive approach to management
and fellow Board members. Having operated at significant
scale in mergers and acquisitions, the Panel felt Cathy is
well positioned to identify how best to create value and
has a proven track record of delivering shareholder value
through governance and advisory roles. She has been
sought out for her careful and considered judgement
throughout her career and the Panel were convinced of
her unquestioned honesty and integrity.
Panel’s assessment of Cathy’s capabilities relative to
2023 Skills:
The Panel felt Cathy demonstrated extensive capability
in risk management and control frameworks, given her
legal background, experience as a governor chairing Risk
and Audit committees and her role on the Fonterra Audit,
Finance & Risk Committee and chairing the Disclosure
Committee, which has a heavy involvement in reviewing
a range of reporting. These roles have also developed
her broad financial acumen and the Panel felt she had
developed a solid capability in this area. Whilst Cathy does
not bring in-depth hands-on dairy farming experience,
the Panel felt she has a comprehensive understanding
of the value drivers of milk price / profit and can clearly
articulate the practicalities for the organisation of
different drivers, having gained more nuance to her
understanding, during her first term on the Board. Cathy
demonstrates a solid global experience and the Panel
felt she has a deep appreciation of geopolitical risk, with
a particularly strong understanding of China. Over the
last three years she has further developed her customer

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
13
Why I want to stand for the Fonterra Board?
Fonterra’s success is critically important to each of us as
shareholders and our nation.
I was elected three years ago. I believe, my diverse skills,
experience and attributes have positively contributed to
Fonterra. I have learnt more about Fonterra’s business. This
positions me to contribute more to the Board.
Attributes
I believe I have the attributes to be an effective Fonterra
director.
• I’ve long been passionate about good governance - as an
adviser and regulator. I have an independent and inquiring
mind, challenge respectfully and the courage to offer an
alternative view. I listen to my colleagues and am open to
changing my mind. I respect collective decision-making.
• I worked in the industry as a lawyer for decades. I’ve relished
the opportunity as a director to talk with you. I seek to see
that your perspectives are listened to and considered in
decisions. As Fonterra works to meet the demands on it
regarding sustainability, I appreciate the need to support
you and take you with us on this journey. I understand the
cost and other pressures you face and the need for Fonterra
to perform regarding milk price and earnings. I know
the frustration of compliance and the need to make this
efficient. Similarly, you expect Fonterra to look for efficiency
and cost savings generally.
• Our future shareholders are important to me. I’m proud that
our farming business has provided sharemilking pathways to
the next generation of farmers.
• I’ve broad governance experience, having served on
government, listed and private boards.
• I have a track record of creating shareholder value. During
my tenure at my old law firm, profitability and reputation
grew significantly. As chair of Fertility Associates, I oversaw
a sales process that created significant wealth. At Tourism
Holdings we effected a significant merger strengthening the
business globally.
• I have a global perspective. In addition to Fonterra, Tourism
Holdings is a global business. Fertility Associates has a
business in Malaysia and is targeting Asia. Fletcher’s has
significant operations in Australia. I understand global issues
impact businesses.
• I have the time to give Fonterra. I’ve demonstrated this over
the past three years, including chairing several committees
and being a contributing member of others.
• I’m of sound judgment. I was sought out for this
professionally. I believe my Board colleagues respect my
judgment.
Candidate Profile Statement
and consumer understanding and speaks passionately
about the insights gained through market visits, and the
opportunities to facilitate improvement.
Cathy convinced the Panel of her extensive leadership
capabilities, due to past executive achievements,
governance leadership and the comprehensive committee
responsibility she has undertaken on the Fonterra Board.
Whilst not an area of long-standing expertise, Cathy has
quickly developed her understanding of manufacturing,
and speaks of the learnings she brings through her
experience at Fletcher Building, where she serves on
the Health, Safety and Sustainability Committee, in
the context of over 100 plant and manufacturing sites.
The Panel felt this transfer of learning is also relevant
in the context of technology governance, where Cathy
brings experience from Fletcher Building’s large-scale IT
transformation, despite this not being a core strength.
She recognises the inadequacy of current systems and
is focused on the risk/return of investment, and how it
translates to benefits for farmers. She applies a similar
approach to innovation and has gained considerable
exposure to R&D discussions since joining the
Fonterra Board. She brings experience of governing a
research and development led organisation in Fertility
Associates, understanding the link to strategy and the
governance role in driving innovation. Cathy convinced
the Panel of her understanding of the sustainability
journey for Fonterra and linking this to long-term value
creation. She demonstrated a solid appreciation of the
strategic importance of future opportunities relating to
sustainability for the Co-op, and clearly balances this with
a view on the practicalities of supporting farmers on the
journey.
Overall, the Panel were impressed with breadth of
perspective Cathy brought and felt she had developed as
a governor in the last three years. The Panel commented
that her enthusiasm and passion for the organisation and
the drive and work ethic she demonstrates would make
her an asset to the Fonterra Board in a second term.

14
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
• I have the ability to apply strategic thought to important
issues and to actively contribute to and positively influence,
Board discussions. I have demonstrated this at Fonterra. I
am seen by my colleagues on other Boards as doing so.
Targeted Skills
Innovation: As a Fonterra director, I understand the importance
of research and development, including nutrition science.
Fonterra operates in a dynamic market, and our innovation
program must keep up to pace with this. Fertility Associates
supports research and development into fertility issues. We use
applied innovation to provide services to patients. At Tourism
Holdings and Fletcher’s, we use applied innovation in our
manufacturing processes and are investing in technologies to
reduce emissions.
Financial acumen: I developed financial skills and knowledge
as a commercial lawyer and owner of a law firm. My skills
have grown, including through serving on Audit and Finance
committees of several companies.
Manufacturing/commodity experience: As well as serving on
Fonterra’s Board, Tourism Holdings and Fletcher’s have trans-
Tasman manufacturing businesses.
Customer/Consumer: In addition to Fonterra, companies
I am a director of have significant consumer and customer
businesses. Tourism Holdings rents and sells campervans
globally with strong brands. Fletcher’s manufactures and sells
products under different brands to businesses and consumers.
Fertility Associates offers fertility services under market-leading
brands. Rangatira has several consumer businesses. The law is a
competitive business with demanding customers.
In depth dairy farming: While not a hands-on farmer, I’ve been
a director of our dairy farming business for 12 years, navigating
the same opportunities and issues as our shareholders.
Global experience: All the businesses I’m involved with are
impacted by international issues, including geopolitics and the
global economy. I seek to keep abreast of global issues and their
impact.
Technology: I’ve experience as a governor regarding
technology. I championed my old law firm developing a
technology business which was sold successfully. Every business
I’m involved with uses technology to enhance customer
experience, improve health & safety and for efficiency. I’m
acutely aware of cyber risk and the importance of systems to
minimise this.
Other skills in Fonterra’s skills matrix
Understand value drivers of milk price/profit: I served as an
observer on the Milk Price Panel for a period. This enhanced
my understanding of the process of determining milk price as
well as the value drivers. During my time on the Board, I learned
more about our profit drivers.
Risk management: I’ve significant experience as a lawyer and
a director, including serving on Audit, Risk, Health, Safety and
Sustainability Committees.
Effective leadership: I have a track record of this. Chairing my
old law firm involved strategic leadership, people leadership,
stakeholder management and embracing diversity including
of thought. I was asked to continue as independent chair of
Fertility Associates post its sale. I was elected chair of Tourism
Holdings. I believe I am regarded as an effective chair of various
subcommittees at Fonterra.
Sustainability: I have a strong understanding of the importance
of sustainability in its broadest sense to long-term value
creation. I undertook a course on sustainability. I serve on
Fletcher’s Health, Safety and Sustainability Committee and
chaired Tourism Holdings’ before becoming chair.
Committees
Chair, Disclosure Committee, Long Term Aspirations Committee
Member, Audit, Finance and Risk Committee, People, Culture
and Safety Committee
Previous: Chair, Divestment Committee, Milk Price Panel
Observer
Intentions if re-elected
If re-elected, I will work hard to:
• use my skills and experience for your benefit; and
• deliver what most matters to you: the highest possible milk
price and dividends.
It has been a privilege to serve as your director, and I humbly
ask for your support to continue to do so.

FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES
15
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a director and shareholder (as trustee) of Thistlehurst Dairy Limited, a supplying shareholder of Fonterra which holds
444,280 Fonterra shares.
• I am currently a consultant to MinterEllisonRuddWatts. MinterEllisonRuddWatts has provided legal services from time to
time to Fonterra and competitors of Fonterra.
To the best of my knowledge and belief, the disclosure set out above are full and complete.

16
FONTERRA ELECTIONS 2023 BOARD OF DIRECTORS CANDIDATE PROFILES

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

FONTERRA ELECTIONS 2023
Board of Directors
VOTING PAPER
Election of TWO (2) Directors
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
10.30AM ON TUESDAY, 7 NOVEMBER 2023
1
ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
PINPASSWORD
OR
2
POSTAL VOTING
Post the completed “Voting Paper” to electionz.com in
the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning
Officer before the close of voting please post no later
than Wednesday, 1 November 2023.
Majority Voting
This is a majority vote to elect TWO (2) Directors.
To be elected to the Board a candidate must obtain
more than 50% support of votes cast in respect of
that candidate.
If either candidate does not achieve more than 50%
support, a second election will not be held.
The Fonterra Constitution and Election rules require
that the Board must appoint a farmer director
to fill a casual vacancy that will continue for six
months or more. The Board may not appoint any
of the unsuccessful candidates who stood in the
uncontested election.
Postal Voting Instructions
• You are encouraged to cast a vote (either YES or
NO) for each and every candidate.
• Vote by placing a tick “” in the YES or NO circle
next to the name of each candidate.
YESNO
VOTE HERE
Brent GOLDSACK
Independently Assessed Candidate
Cathy QUINN
Independently Assessed Candidate

---

Fonterra Elections 2023
Co-operative Council
Candidate Profiles
Ward 3 - Southern Northland

KEY INFORMATION – 2023 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
PROFILES
SUE MCKAY 3
CUSHLA SMITH 4
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 400 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined by
the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet points)
has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no responsibility
for the content, or accuracy of the content, contained in Statements supplied by
candidates.
Warwick Lampp, Returning Officer – 2023 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 3 - SOUTHERN NORTHLAND
1
Ward 3 - Southern Northland
There are two candidates – Sue McKay and Cushla Smith.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 7 November.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two votes
per shareholder who is entitled to vote in a Ward election. Both
votes may be used by the shareholder, or one may be given to a
sharemilker. Votes are not weighted by milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s representation role are set out to below. A Co-operative Councillor is
also expected to be willing to continually develop their capabilities around business understanding, communication and interpersonal
skills, and teamwork.
• Honesty and integrity
• Courage to question/challenge the status quo
• In-depth farming knowledge
• An understanding of Fonterra’s business
• Awareness of the regulatory frameworks in which the Co-operative operates
• An understanding of and empathy with the Co-operative
• An understanding of the key drivers of wealth - milk price and profit
• Business acumen - financial literacy and ability to think strategically
• Communication skills (including presentation/public speaking capability)
• Interpersonal skills (approachable nature, empathy with fellow farmers)
• Time available to undertake a Councillor’s responsibilities
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.
Councillors are expected to commit an average of one day per week to their role.
Lost or damaged Voting Papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of voting
at 10.30am on Tuesday, 7 November 2023.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed Voting Papers must be received by the Returning
Officer by 10.30am on Tuesday, 7 November 2023.
Key information – 2023 election
Key qualities and capabilities of a Councillor

2
FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 3 - SOUTHERN NORTHLAND
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role is to support Shareholders’ democratic control
of their Company and to actively represent and seek to protect
members’ interests as owners, investors, suppliers and members
of the Fonterra Co-operative community.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection
• The primary role of Council is to connect members to their
Co-operative.
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests, needs,
views and expectations and to provide members with
regular feedback on Council’s representation of these to the
Board.
• Councillors receive calls and emails from members and hold
Ward meetings, and may be asked to represent Council at
field days and other events.
• Councillors are expected to report in a timely manner on the
feedback and themes they hear.
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
(which Councillors host) and the Governance Development
Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance.
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives, and
what new and/or emerging challenges Fonterra is facing and
addressing.
• Council seeks to hold the Board to account by seeking from
the Board explanation of and responsibility for Fonterra’s
strategy and performance.
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis.
• Council regularly submits questions to the Board.
• Council regularly and transparently reports back to members
on its engagements with the Board, including the Board’s
explanations.
Guardianship
• Along with the Board, Council acts as the guardian of
the Co-operative Philosophy, including the Co-operative
Principals, Purpose Statement and Values.
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members.
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative.
• Council also:
- manages the Director election process in consultation
with the Board;
- appoints the Milk Commissioner;
- consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund;
- consults with the Board in relation to any changes to the
Milk Price Manual and Principles; and
- has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
Council has the power to:
• consider and, in consultation with the Board, propose to
shareholders changes to the Constitution;
• recommend the commissioning of a special report on
specific projects or activities; and
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role, Council represents the
interests of all members of the Co-operative, being shareholders
supplying milk to the Co-operative, their sharemilkers and
contract milkers, and other persons supplying milk to the
Co-operative in New Zealand under standard terms and
conditions of supply.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The role of Council

FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 3 - SOUTHERN NORTHLAND
3
PA PA ROA
Mobile: 021 431 831
Email: sharemilkers@hotmail.com
Sue McKAY
I believe everyone in Fonterra has a part to play and also a say, in making it a strong and enviable dairy company to supply and belong
to. When we work together with the belief that everyone can succeed, we will all achieve success and our Co-op will be stronger for it.
We must make the Co-op strong for generational succession.
My husband and I joined dairy later in life and we are proud to have worked our way up through to farm ownership. We do not come
from generational dairy farming backgrounds. Dairy has given us a great future, but it has also given us many challenges. I would be
bringing my understanding of those challenges and successes to this role.
It is my goal as a Co-operative Councillor to give my area’s Shareholders a voice at the table. I have a personality that questions
everything. I have listened and supported many dairy farmers over more than a decade, from new entrants to dairy, through to farm
owners. I believe I have the ability to voice their concerns and views where necessary with a balanced approach.
There are no fancy certificates, awards or degrees on my CV, but there is a lot of mud under my fingernails. A lack of certificates hasn’t
stopped me reaching our goal of farm ownership. This is an area I am passionate about, the next generation believing they can reach
the level they desire and providing a dairy farming industry where this can be achieved.
Communication both ways is crucial to creating an understanding of all parties’ goals and needs. We are all at different stages of our
dairy careers.
I promise to hear what you say and relay that to those who need to hear your voice.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra as a Director of RDB Farms Limited (supply number 11901). The company holds
43,092 Fonterra shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

4
FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 3 - SOUTHERN NORTHLAND
WELLSFORD
Mobile: 021 324 965
Email: smithcushla1@gmail.com
Cushla SMITH
My husband Matt and I have been involved in the dairy industry for the past 18 years. Having being Fonterra shareholders for 12 of
those and with many more to go I am putting myself forward to represent the Southern Northland region as Co-operative Councillor.
For the past 8 years we have owned and operated our 118ha farm at Tomarata milking 270 cows while raising our 3 young children.
Prior to that we leased a 300ha dairy and beef operation for 11 years in South Head, Helensville – also a great area with a talented
group of famers.
I come from a financial background being a registered property valuer and having worked in rural lending managing a dairy portfolio
at Rabobank Whangarei. Throughout our farming career we have been involved in the Sharemilker of the Year Contest, I have been
on the judging panel for the Ballance Farm Environment Awards and sat on the NDDT committee. With young children, community
involvement is a big part of my life chairing the Wellsford Kindergarten committee and coordinating the Junior Wellsford football club
with 140 members.
I believe communication is key when it comes to Fonterra and its shareholders. As your Co-operative Councillor my aim would be
to actively represent lower northland providing timely feedback on concerns and taking suggestions from farmers to the Council
for action. The role would also provide me with a more detailed insight into the direction from head office and continue to give
us confidence of our industry going forward. Northland farmers have plenty to offer and face a set of unique challenges, I would
continue to make sure your opinions are valued and voiced going forward.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• Matt and myself are 100% shareholders of Wacwac Farms, which is a supplying shareholder of the Fonterra Group and
holds 72,476 shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 3 - SOUTHERN NORTHLAND
5
Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland
Wards going to election
in 2023

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

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Sue McKAY
Cushla SMITH
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Sue McKAY
Cushla SMITH
For the Co-operative Council Election you have received two Voting Papers for each
farm that you own in Ward 3.
Votes for the Co-operative Council Elections are on a per farm basis, not on
milksolids production.
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
10.30AM ON TUESDAY, 7 NOVEMBER 2023
1
ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
PINPASSWORD
OR
2
POSTAL VOTING
Post the completed “Voting Paper” to electionz.com in
the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning
Officer before the close of voting please post no later
than Wednesday, 1 November 2023.
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
10.30AM ON TUESDAY, 7 NOVEMBER 2023
1
ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
PINPASSWORD
OR
2
POSTAL VOTING
Post the completed “Voting Paper” to electionz.com in
the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning
Officer before the close of voting please post no later
than Wednesday, 1 November 2023.
WARD 3 - SOUTHERN NORTHLAND
Election of ONE (1) Councillor
WARD 3 - SOUTHERN NORTHLAND
Election of ONE (1) Councillor
FONTERRA ELECTIONS 2023
Co-operative Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2023
Co-operative Council Election
VOTING PAPER 2

---

Fonterra Elections 2023
Co-operative Council
Candidate Profiles
Ward 6 - Piako

KEY INFORMATION – 2023 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
PROFILES
ALEISHA BROOMFIELD 3
ROBERT COOKSON 4
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 400 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined by
the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet points)
has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no responsibility
for the content, or accuracy of the content, contained in Statements supplied by
candidates.
Warwick Lampp, Returning Officer – 2023 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
1
Ward 6 - Piako
There are two candidates – Aleisha Broomfield and Robert
Cookson.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 7 November.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two votes
per shareholder who is entitled to vote in a Ward election. Both
votes may be used by the shareholder, or one may be given to a
sharemilker. Votes are not weighted by milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s representation role are set out to below. A Co-operative Councillor is
also expected to be willing to continually develop their capabilities around business understanding, communication and interpersonal
skills, and teamwork.
• Honesty and integrity
• Courage to question/challenge the status quo
• In-depth farming knowledge
• An understanding of Fonterra’s business
• Awareness of the regulatory frameworks in which the Co-operative operates
• An understanding of and empathy with the Co-operative
• An understanding of the key drivers of wealth - milk price and profit
• Business acumen - financial literacy and ability to think strategically
• Communication skills (including presentation/public speaking capability)
• Interpersonal skills (approachable nature, empathy with fellow farmers)
• Time available to undertake a Councillor’s responsibilities
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.
Councillors are expected to commit an average of one day per week to their role.
Lost or damaged Voting Papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of voting
at 10.30am on Tuesday, 7 November 2023.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed Voting Papers must be received by the Returning
Officer by 10.30am on Tuesday, 7 November 2023.
Key information – 2023 election
Key qualities and capabilities of a Councillor

2
FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role is to support Shareholders’ democratic control
of their Company and to actively represent and seek to protect
members’ interests as owners, investors, suppliers and members
of the Fonterra Co-operative community.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection
• The primary role of Council is to connect members to their
Co-operative.
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests, needs,
views and expectations and to provide members with
regular feedback on Council’s representation of these to the
Board.
• Councillors receive calls and emails from members and hold
Ward meetings, and may be asked to represent Council at
field days and other events.
• Councillors are expected to report in a timely manner on the
feedback and themes they hear.
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
(which Councillors host) and the Governance Development
Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance.
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives, and
what new and/or emerging challenges Fonterra is facing and
addressing.
• Council seeks to hold the Board to account by seeking from
the Board explanation of and responsibility for Fonterra’s
strategy and performance.
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis.
• Council regularly submits questions to the Board.
• Council regularly and transparently reports back to members
on its engagements with the Board, including the Board’s
explanations.
Guardianship
• Along with the Board, Council acts as the guardian of
the Co-operative Philosophy, including the Co-operative
Principals, Purpose Statement and Values.
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members.
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative.
• Council also:
- manages the Director election process in consultation
with the Board;
- appoints the Milk Commissioner;
- consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund;
- consults with the Board in relation to any changes to the
Milk Price Manual and Principles; and
- has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
Council has the power to:
• consider and, in consultation with the Board, propose to
shareholders changes to the Constitution;
• recommend the commissioning of a special report on
specific projects or activities; and
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role, Council represents the
interests of all members of the Co-operative, being shareholders
supplying milk to the Co-operative, their sharemilkers and
contract milkers, and other persons supplying milk to the
Co-operative in New Zealand under standard terms and
conditions of supply.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The role of Council

FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
3
SPRINGDALE
Mobile: 027 695 5360
Email: aleisha.broomfield@gmail.com
Aleisha BROOMFIELD
I’m standing for the Fonterra Co-operative Council as I feel I am well suited to represent the Ward 6 Farmers. I know many of you from
my time as a Consulting Officer in the area. I have had an interest in this position since that time.
I feel I can represent the diversity within our Ward as I have worked my way up through sharemilking and now my partner James and I
live in Springdale where we operate a 300-cow sharemilking business and our own 300-cow farm.
I have excellent written and verbal communication skills. I am a highly driven and self-motivated individual. I have recently completed
professional development including Bachelor of Agricultural Science (Hons 1) from Lincoln University, NZ Diploma in Agribusiness,
AWDT courses, Tatua Future Directors and To The Core Governance Programmes and more recently NZ Dairy Industry Awards.
Through these courses I have been able to improve my leadership skills.
My top 5 Clifton strengths are: Communication, Responsibility, Command, Futuristic and Competitive. I think these strengths would
bring a great diversity of thought to the Fonterra Co-operative Council. I have a strong moral compass and I am not afraid to speak up
and have the tough conversations when required.
I think it is important for hands on farmers to take on these leadership roles within our industry so that we have an industry to be
proud of in the future and continue to have young farmers progress through to farm ownership. We need to have strong Co-operatives
with a clear vision and strategy to maintain our competitive advantage. This however needs to balance with a focus on engaging with
farmers, so they understand what is happening in the Co-op and listening to farmers and their challenges. I see the Co-operative
Council as a pathway for Fonterra to hear the voices of their farmer owners whether that be the good or bad.
I think the Co-operative Council role would be both an interesting and challenging role and I would encourage you to vote in
these elections. Should you have any questions or comments in the lead up to the elections please feel free to give me a call on
027 695 5360. Between picking AB cows and other farm jobs I will do my best to get around and see you prior to the elections. All the
best for AB and the months ahead.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra as a beneficiary of Broomfield Trusts Partnership, which is a supplying shareholder
of the Fonterra Group and holds 178,325 shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

4
FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
SPRINGDALE
Mobile: 021 752 423
Email: robert.cookson1@gmail.com
Robert COOKSON
As a Waikato Regional Councillor and owner of a 170 hectare farm in Springdale, I am well aware of the frustrations and issues farmers
are facing daily.
It is imperative that our Co-operative Council continues to strongly advocate for us, ensuring our voices are heard and that our Board
of Directors are held to account and acting in the best interests of us as their suppliers.
Too often we tend to work in silos and limit how much information is shared and filtered down to where it matters. For our Co-op to
continue to thrive we need to bridge that gap between the Board and those on the ground.
I already have strong relationships with industry leaders, local farmers and within Fonterra which I believe will be crucial in this role to
represent the Piako ward effectively.
I am the Chair of the Integrated Catchment Management Committee for Regional Council which manages $1billion of flood protection
and drainage assets within the region; and have been heavily involved in this committee and its subcommittees for the past 6 years.
I also sit on the Environmental Performance and Finance and Services Committees; as well as Te Kōpu a Kānapanapa – a Joint
Management Committee for the Taupo catchment.
The Piako ward has a rich history of dairy farming. My family have proudly farmed in Springdale for over 90 years and currently
own several farms in the area. I want to see that we can continue to do so for the next 90 years which can only happen if Fonterra
continues as a financially strong company and continues to support its farmers.
Outside of Council and the farm I enjoy connecting with and supporting our rural communities. I am a sponsor of and enjoy attending
our local Surfing for Farmers, which has been a great way to spend time with my family and connect with others in the industry. I also
enjoy giving back to our communities – rearing and donating animals to several schools, sports clubs and events.
I look forward to meeting you and hearing how we can continue to strengthen our Co-op.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra in the name of Rangitahi Farms Limited and hold 163,315 Fonterra shares.
To the best of my knowledge and belief these disclosures set out above are full and complete.

FONTERRA ELECTIONS 2023 CO-OPERATIVE COUNCIL CANDIDATE PROFILES WARD 6 - PIAKO
5
Council Wards
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland
Wards going to election
in 2023

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

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Aleisha BROOMFIELD
Robert COOKSON
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “” or a tick, “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Aleisha BROOMFIELD
Robert COOKSON
For the Co-operative Council Election you have received two Voting Papers for each
farm that you own in Ward 6.
Votes for the Co-operative Council Elections are on a per farm basis, not on
milksolids production.
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
10.30AM ON TUESDAY, 7 NOVEMBER 2023
1
ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
PINPASSWORD
OR
2
POSTAL VOTING
Post the completed “Voting Paper” to electionz.com in
the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning
Officer before the close of voting please post no later
than Wednesday, 1 November 2023.
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT:
10.30AM ON TUESDAY, 7 NOVEMBER 2023
1
ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this shareholder.
After voting online, you do not need to submit this
Voting Paper and it can be destroyed.
PINPASSWORD
OR
2
POSTAL VOTING
Post the completed “Voting Paper” to electionz.com in
the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning
Officer before the close of voting please post no later
than Wednesday, 1 November 2023.
WARD 6 - PIAKO
Election of ONE (1) Councillor
WARD 6 - PIAKO
Election of ONE (1) Councillor
FONTERRA ELECTIONS 2023
Co-operative Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2023
Co-operative Council Election
VOTING PAPER 2