Fonterra 2023 Annual Meeting Materials

FONTERRA ANNUAL MEETING
9 NOVEMBER 2023
CEO’S ADDRESS
Kia ora. On behalf of Fonterra’s Management Team, I’m pleased to welcome you to our
2023 Annual Meeting.
I thank those who have travelled to be with us here in person and greetings to those joining
us online.
Before passing to Peter, I will share with you an overview of our Co-op’s performance for
FY23, our outlook for FY24, and provide key updates on our Co-op’s plan to deliver on our
2030 strategy.
Then I will hand over to Peter to provide an update from the Board.
The Co-op delivered strong results for FY23 and made good progress on its strategic
initiatives.
During the year, we implemented our new Flexible Shareholding capital structure, completed
the divestment of our China Farms and Chilean Soprole businesses, and launched our new
nutrition science corporate ventures arm Ki Tua.
These milestones were several years in the making and I’m proud the team delivered upon
the commitments we made to you, our shareholders.
Our FY23 financial performance was shaped by market dynamics which we worked hard to
make the most of where possible.
Our profit after tax was $1.6 billion, up 170% on last year, and our return on capital was
12.4%, up from 6.8%. This was primarily driven by high protein prices, which we captured in
our Ingredients channel.
Our earnings performance put us in the position to pay a full year dividend of 50 cents per
share, including the interim dividend of 10 cents per share.
In addition, we returned tax-free 50 cents per share following the divestment of our Chilean
Soprole business.
However, we acknowledge these strong returns were against the backdrop of a Farmgate
Milk Price which fell across the season. This was a result of reduced demand for Whole Milk
Powder, in particular from key importing regions.
To optimise our Farmgate Milk Price, we moved milk into higher performing reference
product categories, such as skim milk powder and cream where possible, and ended the
season with a final Farmgate Milk Price of $8.22 per kgMS.
Farmers faced pressure across the year from high input costs and a Farmgate Milk Price
that was below break even for many. In response, we utilised our balance sheet strength to
assist farmers with on-farm cash flow.
Fonterra’s balance sheet metrics are better than target levels, even after adjusting for the
impact of the Capital Return, thanks to a dedicated focus on lowering debt and financial
discipline.

This has allowed us to introduce a new Advance Rate Schedule which gets cash to farmers
sooner. It has also supported our ability to pay a full year dividend slightly above our
dividend policy range of 40% to 60% of earnings.
At all times, we focus on what’s within our control to maximise overall returns to our
shareholders and unit holders.
We are continuing our disciplined approach through the introduction of two new efficiency
measures and a new resource allocation framework.
The new efficiency measures will assist us to stay on track for our short and long-term
targets by ensuring that our costs are managed relative to the value we can generate and
the milk volumes we collect.
The two new core metrics are:
• a 4% cash operating cost improvement per year, which will assist long-term discipline
in our global operating expenses; and
• a 2% New Zealand cash manufacturing cost improvement every year. This is to
support efficient New Zealand operations while ensuring we remain laser focused on
delivering value.
We expect application of these two measures will see us reduce costs across our business
by $1 billion by 2030.
We are also increasing our focus on the efficient allocation of our farmers’ milk and capital,
guided by our new resource allocation framework.
Our first priority is safe and efficient operations. We then allocate our farmers’ milk toward
either our Ingredients, Foodservice or Consumer channels according to where we believe
we will see the highest returns.
Following this, we allocate the cash generated from these channels to either dividends,
capital returns, paying down debt, growth capital, innovation or share buybacks – whichever
will generate the best outcome for our shareholders over time.
Looking now at FY24, our current forecast Farmgate Milk Price range for the season is $6.50
- $8.00 per kgMS, with a midpoint of $7.25 per kgMS.
This reflects ongoing reduced demand for whole milk powder, although we have seen a
strengthening in prices recently as supply and demand dynamics improve.
New Zealand’s milk collections are forecast to be slightly lower than last season, while
aggregate milk growth in key export markets is also expected to be below average.
On the demand side, it is not yet clear whether the stronger demand seen in recent Global
Dairy Trade events will be sustained so we are cautious in our outlook.
Looking at our forecast earnings for FY24, the favourable price relativities that we
experienced across FY23, and which drove our Ingredients channel performance, have
reduced from their peaks.

But we are forecasting improvement in our Consumer and Foodservice channels as our
markets capture improved margins. As such, our FY24 forecast earnings range for
continuing operations is 45-60 cents per share.
Last week we announced that Neil Beaumont is leaving the Co-op after a relatively short
time with us as CFO.
While the terms of Neil’s exit are confidential, I can confirm that his departure was mutually
agreed by both Fonterra and Neil and was not in any way linked to the Co-op’s financial
performance.
While he was with us Neil created some real momentum in terms of how we set and achieve
our goals for 2030, including the Resource Allocation Framework, two additional efficiency
metrics and cost reduction targets we have added to our performance framework.
I am determined that this momentum will continue.
We will be commencing recruitment for our new CFO shortly, in the meantime I’m pleased to
have Simon Till acting in the CFO role. Simon has been with the Co-op for over a decade
and will be known to many of you.
I’m confident our management team, which now includes Simon, will continue to make
strong progress and deliver for our shareholders.
Turning now to strategy, over the medium to long-term, the outlook for New Zealand dairy
remains positive. Demand for sustainable nutrition is continuing to grow and by
implementing our strategic plans we are well positioned to meet this demand.
As we know, being a leader in sustainability is a fundamental part of our strategy. We
already have a competitive advantage, thanks to our pasture-based farming model that
produces some of the lowest carbon dairy in the world.
But we also know we need to keep moving to retain our competitive edge. At last years’
annual meeting, we signalled that we are considering introducing an on-farm emissions
target. Since then, we have held meetings, webinars and engagements with farmers on why
a target is needed and what one could look like. I thank those who participated in these
sessions.
To re-cap, having a target will assist us to retain and grow customer partnerships and
access finance and export markets. It will also bring us into line with our main global
competitors, most of which have already set targets.
This is why we have decided to introduce a target of a 30% reduction in our on-farm
emissions intensity by 2030, from a 2018 baseline.
Fonterra farmers have built a world leading business on the back of innovation and hard
work. We know farmers will continue this tradition and continue to lead the way in producing
high quality sustainable dairy, which gives us confidence to set this target.
It’s important to note that our target will be measured at the Co-op level, not the farm level.
But collectively achieving it will need action by all.
Also, an intensity target means we are seeking to reduce the number of emissions produced
per kilogram of milk solids, which is all about finding efficiencies on-farm.

We see a credible pathway to deliver the 30% reduction, which looks like:
• A 7% reduction through farming best practices, including feed quality and herd
performance.
• A 7% reduction through the application of new technologies, such as Kowbucha.
• An 8% reduction through carbon removals from existing and new vegetation
• An 8% reduction from historical land-use change.
While everyone will have opportunities for efficiency gains, the action plan will look different
for each farm. The Farm Insights Reports provided to you by your Co-op identify the
opportunities on your farm. Your Farm Source team can advise on the tools, services or
industry resources available to realise those gains.
As our target will be measured from a 2018 baseline, any change made since 2018 will
contribute to our 2030 goal. Progress has already been made in the areas of sequestration
and land use change. More importantly, of the seven percent we’re looking to achieve
through on-farm best practices, we’ve already achieved two percent Co-op wide.
We know the rate of change farmers are facing is already challenging. Good progress can
be made towards the target with the tools we already have available today, and your Co-op
is here to assist you along the way.
During visits this year to Europe, China and the US it’s been very clear to me that
sustainability is top of the agenda for our customers and that our competitors are moving at
pace.
It’s great to see Nestlé and Mars directly supporting farmers with this. You will hear more
about this next year.
The target we have introduced is credible and internationally recognised. It will help to future
proof both the Co-op and your farming businesses, supporting our ambition to be a long-
term sustainable Co-op for generations to come.
Thank you for your time and I will now hand over to Peter.

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FONTERRA ANNUAL MEETING
9 NOVEMBER 2023
CHAIR’S ADDRESS

Thank you for those comments Miles.

Before we move into the main business of the meeting I’d like to add the Board’s perspective
to a couple of the topics Miles covered.

Performance is always first and foremost for us, so I will start there.

Miles and the team delivered a third consecutive year of strong performance overall, despite
facing into difficult market conditions in a number of channels and regions.

Top line, the team can be proud of delivering a reported profit after tax of $1.58 billion,
equivalent to 95 cents per share and up 170% on last year.

For share aligned farmers, this strong earnings performance is helpful in the context of lower
Farmgate Milk Prices.

As Miles said, our final milk price for the 2022/23 season was $8.22 per kgMS. This is down
from the high forecast midpoint of $9.50 in June 2022, when we witnessed the impact of lower
than anticipated demand for imported products, particularly from China.

The impact would have been greater, if not for the team’s efforts to utilise the scale of the Co-
op and shift milk into the products and places that were delivering the most value at the time.

While on the one hand, our milk price was negatively impacted by market forces. On the other,
our earnings did benefit from favourable market conditions, including strong margins in our
Ingredients channel, in particular the cheese and protein portfolios.

In other words, the market presented us with an opportunity, and the diversity of the Co-op’s
product mix meant our teams could go after it, where others may have struggled.

There’s one other key performance indicator that I’d like to call out.

Improving the strength of our balance sheet and reducing debt has been a priority for us over
recent years.

As you can see from the slide, we have made significant progress over a number of years
through a combination of improved performance and increased financial discipline.

Our net debt is down $2.1 billion to $3.2 billion, reflecting our lift in earnings, reduced working
capital plus divestment proceeds.

By reducing our overall debt position we have been able to increase dividends, pay the capital
return and make changes to our Advance Rate Schedule.

In acknowledgement of the declining milk price environment and the impact that has on
farmers, the Board made the decision to pay a final dividend of 40 cents per share, which was
slightly above our dividend policy. Combined with the interim dividend of 10 cents per share,
it brought the full year dividend to 50 cents per share and unit.

Sitting behind these excellent numbers were some real challenges, particularly here in New
Zealand.

Extreme weather events again took a toll on many of our communities. In February, Cyclone
Gabrielle hit the North Island with Northland, Coromandel, the Hawke’s Bay and Gisborne
among the hardest hit.

In the Hawke’s Bay and Gisborne, some rural communities were cut off, suffered losses to
their property, and experienced animal welfare issues.

As a Co-op, we look after each other when it comes to natural disasters like this.

The Co-op helps farmers to manage these types of risk through what is known as a ‘Force
Majeure’ event. In accordance with the Terms of Supply, where we had to instruct a farmer to
dispose of milk or dry off, appropriate compensation for these farmers was made.

The payments are one less thing to worry about in a time of crisis and one of many benefits
of being part of a farmer co-operative.

Our Flexible Shareholding capital structure has been in place since March this year. It’s
working broadly as expected.

There is a misconception that Fonterra is active in the market to ‘prop up the share price.’

Following the transition to the Flexible Shareholding structure, we implemented market maker
arrangements to support liquidity in the Fonterra Shareholders’ Market.

We also have the ability to buy back shares as part of our ongoing capital management
programme, where we see it as value accretive to the Co-op.

Our share price has come down. This was anticipated and well-signalled before shareholders
voted to support the changes to our capital structure.

There has also been a share price impact as a result of the recent capital return.

Over time we expect that the price will reflect the Co-op’s financial performance, and the value
farmers see in that. Ultimately, farmers will determine the value of the shares.

Flexible Shareholding is the right capital structure for our Co-op.

By making it easier for farmers to join (or stay with) the Co-op, it will help us to maintain a
sustainable milk supply here in New Zealand, where milk volumes are declining.

The team of people that farmers engage with most often is Farm Source. I want to
acknowledge the feedback the Co-op received from farmers in response to the structural
changes that were made to some of our farmer-facing teams.

Representation of your interests is the primary role of the Co-operative Council. But, I
acknowledge that farmers value the relationships they have with our field teams and the direct
access they have to directors.

I want to reassure you that neither the governance changes we will discuss later in the
meeting, nor the changes that have been made to Farm Source, will impact on your ability to
share your views with us directly.

I know I speak for all of the directors when I say this: we will continue to make ourselves
available to you to discuss governance of our Co-op, farmer-to-farmer.

The changes that were made to Farm Source were motivated by the changing nature of the
role.

A lot of farmers are looking to the Co-op for guidance, technical information and help
connecting with experts that can help them with changes that are required on farm.
We will never tell you how to run your farming business.

However, we will support you as we all embrace the emissions challenge ahead of us. The
Farm Source team is critical to helping farmers access information and experts, connect the
dots for ourselves, and to create forums in which we can share insights and ideas between
us.

As Miles announced earlier, the Co-op is committing to a 30% intensity reduction in total on-
farm emissions by 2030. I want to reiterate his point that this is a Co-op wide target, not an
individual farm target.

There is no one solution to reducing on-farm emissions. We need to approach this farm-by-
farm. But we will all have work to do.

It is a confronting number. But as the saying goes, “there is only one way to eat an elephant:
one bite at a time.”

As Miles explained, we can see a credible pathway to achieving the target by making
incremental gains across those four areas of focus.

Achieving the target will require a combination of sharing best farming practices and
technology to reduce emissions – it’s both our biggest opportunity and our biggest challenge.

There is significant variation within and across farming systems when it comes to emissions
per kilogram of milk solids. We are confident that we can make solid progress towards our
target by working together and sharing information farmer-to-farmer.

The reduction target is also based on our 2018 baseline, so the good work farmers have
already done in this area will count.

We have deep empathy for the challenges our farmers are already dealing with. The Co-op’s
approach will be to work alongside farmers, not against them, as we collectively make
progress towards our target, including investing in methane reduction technologies.

Our methodology will continue to evolve alongside the science that supports the changes.

We will continue to invest with our dairy partners globally in the evolution of the scientific
models that assess agricultural emissions.

I do want to be very clear with you that, respectfully, the need for an on-farm target does not
change as a result of the general election.

The strongest motivating forces are offshore and, from my perspective, are both geopolitical
and commercial in nature.

Being a leader in sustainability is a fundamental part of our strategy.

Miles has already talked about the competitive landscape and the partnership requirements
of our key customers.

Sustainability and emissions are also the new trade barriers. We could essentially be locked
out of some of our most valuable markets if we cannot demonstrate emissions reductions.

You already see that in the EU. They are introducing a Carbon Border Adjustment Mechanism
that applies carbon tax to certain products imported into the EU. The EU is also looking to
impose carbon charges on transport of goods to market, levied on all large ships entering their
ports.

Our other main commercial driver is access to funding and capital – for both the Co-op and
our individual farming businesses.

The main banks and financial institutions have set emissions reduction targets. Our on-farm
emissions and the Co-op’s operating emissions are a large part of their Scope 3 emissions,
which they are seeking to reduce.

We know that some of our local competitors may use this as a procurement tool in the short
term. But the commercial reality of doing business at scale internationally will capture all of us
in time.

They will be late to the table, and presented with an even bigger elephant to eat.

Despite the upward trend across recent Global Dairy Trade Auction prices, we are still
anticipating a challenging operating environment for the year ahead.

The Co-op is entirely focused on performance and reducing its costs to offset the impact of
inflation over the coming years.

Farming is a long-term game and as an exporter, we need to accept that we are impacted by
demand and supply dynamics, commodity prices and geopolitical events. The Co-op does its
best to try and smooth the edges and optimise value, but there will always be volatility.

Ultimately, strong performance is the best way we can support our farmers through this difficult
period. That remains our focus for the year ahead.

Despite the very real challenges the industry faces this season, the longer-term outlook for
New Zealand dairy remains positive.

The world wants our sustainable New Zealand milk. Fonterra is in a strong position to meet
this demand. Our current balance sheet gives us a lot of options to create more value – which
is exciting for our future.

I’ll now ask Miles to join me and we will take any questions you have in relation to our opening
remarks.

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Fonterra Co-operative Group Limited
Annual Meeting 2023
Mt Hutt Memorial Hall, 160 Main Street, Methven, Canterbury and online
9 November 2023
10.30 a.m.

Welcome
Chief Executive Officer’s presentation
Chair’s review
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
2
Agenda

Agenda
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
Directors’ Remuneration Committee
Resolution
4
Appointment of KPMG as auditor and authorisation of the
Directors to fix the auditor’s remuneration
Resolution
5
Ratification of appointment of Mr Bruce Hassall
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
3

Resolution
6
Ratification of appointment of MsHolly Kramer
Resolution
7
Approval of amendments to the Constitution relating to the
composition of the Milk Price Panel
Resolution
8
Approval of amendments to the Constitution relating
to Board size and composition
Co-operative Council Report – John Stevenson
Resolution
9
Co-operative Council Report – John Stevenson
Agenda
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
4

Resolution
10
First shareholder proposal by MrRichard Dampney
Resolution
11
Second shareholder proposal by MrRichard Dampney
Resolution
12
Third shareholder proposal by MrRichard Dampney
Resolution
13
Fourth shareholder proposal by MrRichard Dampney
Voting paper collection
General business
Closing
Agenda
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
5

Fonterra Co-operative Group Limited
Annual Meeting 2023

Miles Hurrell
CEO’s address

$8.22
Capital Return
$0.50
FGMP
from $9.30
$0.50
Dividend
from $0.20
from 6.8%
We’ve had a good year
Return on capital
12.4%
Profit after tax
$1.6b
from $583m
Earnings per share
95c
from 36c
Gross profit from Core
Operations per kgMS
$ 9.21
4.3%
Cash operating
expenses per kgMS
$1.39
3.7%
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Balance sheet strengthened
Net debt($ billion)
6.0
5.2
4.3
5.3
3.2
20192020202120222023
50%
44%
39%
42%
29%
4.3x
3.3x
2.7x
3.2x
1.3x
20192020202120222023
Gearing Ratio (%)Debt to EBITDA (x)
Leverage
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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© FONTERRA
Two new efficiency metrics to assist long-term aspirations
Fonterra aspires to safely and sustainablyremove~$1 billion from its cost base by 2030
Cash operating expenses per kgMS– targeting a 4% cash operating cost improvement everyyear
Gross profit from Core Operations per kgMS– targeting a 2% New Zealand
operational cash cost improvement every year
7.00
8.00
9.00
10.00
2021202220232024202520262027202820292030
($/kgMS)
Inflation Adjusted
Long-term Aspiration
($/kgMS)
0.00
0.50
1.00
1.50
2.00
2.50
3.00
200420072010201320162019202220252028
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Resource Allocation Framework introduced
driving disciplined allocation of resources
Sustain safe,
productive operations
Competition for cash
Outcomes for the
Shareholder
Competition for milk
Sustaining CapitalCollect and Process Milk
Preliminary Cash Flow from Core Operations
IngredientsFoodserviceConsumer
Preliminary Cash Flow
DebtDividendsCapital Returns
Growth Capital
Innovation
Share Buybacks
Reported Cash Flow
Total Shareholder ReturnsFarm Profitability
Strong Balance Sheet
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Forecast 2023/24 season Farmgate Milk Price
The range reflects:
•Ongoingreduced demand for
whole milk powder, although we
have seen strengthening in prices
recently as supply and demand
dynamics improve.
$6.50-$8.00
per kgMS
Forecast Farmgate Milk Price
Reference product shipment price
Average reference product
shipment price for the season
Reference product contract
shipment price
USD/MT
1,000
2,000
3,000
4,000
5,000
6,000
May-21May-22May-23
Reference Product Prices
Feb-24
2021/22 Season
2023/24
Season
Forecast
2022/23 Season
$9.30
$8.22
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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FY24 earnings outlook
FY24FY23
USD/MT
Feb-24
2,000
3,000
4,000
5,000
6,000
Jul-22Jan-23Jul-23
Non-Reference Product shipment price
Reference Product Shipment price
Non-Reference Product contract shipment price
Reference Product contract shipment price
The range reflects:
•FavourableIngredients margins
continue but lower than FY23
•Lower milk costs assisting
improved margins in Foodservice
and Consumer channels
45-60c
per share
Continuing operations
forecast earnings
Reference and Non-ReferenceProduct Prices
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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14
Focus on New
Zealand milk
Be a leader in dairy
innovation and science
Be a le ader in
sustainability
A recap of our strategic priorities
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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15
Key drivers of our on-farm emissions approach
15
Access to markets
and customers
Access to
future funding
Our strategic choice
to lead in
sustainability
Increased legal
and reporting
obligations
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Our on farm emissions reduction target
30%
intensity reduction* by
2030 from a 2018 baseline
We have set a new target
related to on-farm emissions
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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*per tonneof Fat and Protein Corrected Milk

We see a credible pathway
On-farm
actions
Novel
technology
Carbon
Removals
Historical land
use change
7%
7%
8%
8%
Supporting farmers to
continue to adopt best
practice farming
Scaled up and
commercially viable
novel technologies
Carbon removals from
existing and new
vegetation
Historical land-use
change conversions
into dairy land
30%
Reduction in on-farm emissions per tonneof Fat and Protein
Corrected Milk (FPCM)by 2030 from a 2018 baseline
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Your hard work is already paying off
Progressive target achieved
We’ve already made progress against the on-farm actions portion of our target
Progress assessed against Emissions/kgMS incl. Organic soil and Land Use Change
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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2018201920202021202220232024202520262027202820292030
Target ReductionSingle year on-farm (cumulative)

Peter McBride
Chair’s review

from 6.8%
Key performance outcomes
Return on capital
12.4%
Farmgate Milk Price
$8.22
from $9.30
Dividend
50c
from $0.20
Profit after tax
$1.6b
from $583m
Net debt($ billion)
6.0
5.2
4.3
5.3
3.2
20192020202120222023
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Co-op responds to Cyclone Gabrielle
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
21

2,154
2,750
3,195
4,150
2,063
3.76
3.82
2.85
2.73
3.20
20192020202120222023
Profit per hectare ($/Ha)Closing share price ($)
Farm profitability and share price
$0.00$0.05$0.20$0.20$1.00
Cash return
per share
9
Estimate
10
11
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Working alongside farmers
We have
introduced new
support roles
alongside the
tools and
services we
provide
We are
advocating for
better outcomes
for farmers and
the co-op
We are
improving our
data and
verification
processes for
farmers
We are
collaborating
with others to
tackle industry
challenges
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Protecting our on-farm emissions advantage
Areas that will contribute to on-farm emissions intensity reduction
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Nutrition &
Animal
Genetics
Reproduction
& Animal
Health
Feed quality
& type
Nitrogen &
Effluent
Management
Imported
CO2: Feed,
Fuel &
Fertiliser
Novel
Technologies
Carbon
removals -
vegetation
Historical land
use change
7% continued adoption of best practice farming
Other
areas
2030
target
2018
baseline
7%
8%
8%

Outlook for 2024
$6.50-$8.00
per kgMS
Forecast 2023/24 season
Farmgate Milk Price
Continuing operations
forecast earnings
45-60c
per share
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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Fonterra Co-operative Group Limited
Annual Meeting 2023

Approval of changes to the
remuneration of Elected
Directors
Resolution
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1

Resolution
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
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2
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
28
Approval of changes to the
remuneration of Co-operative
Councillors

Resolution
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
29
3
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
29
Approval of no change to the
remuneration of members of
the Directors’ Remuneration
Committee

Resolution
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4
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
30
Appointment of KPMG as
auditor and authorisationof
the Directors to fix the
auditor’s remuneration

Resolution
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31
5
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
31
Ratification of appointment
of MrBruce Hassall

Resolution
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
32
6
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
32
Ratification of appointment
of MsHolly Kramer

Resolution
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
33
7
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
33
Approval of amendments to
the Constitution relating to
the composition of the Milk
Price Panel

Resolution
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
34
8
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
34
Approval of amendments to
the Constitution relating to
Board size and composition

John Stevenson
Chair - Fonterra Co-operative Council

Resolution
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
36
9
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
36
Approval of the
Co-operative Council
programme and budget

Resolutions
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
37
10, 11, 12 & 13
FONTERRA CO- OPERATIVE GROUP LIMITED –ANNUAL MEETING 2023
37
MrDampney’sfirst proposal:
That the number of Appointed
(Independent) Directors be reduced from
four to two
MrDampney’ssecond proposal:
That the number of Farmer Elected
Directors remain
MrDampney’sthird proposal:
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
MrDampney’sfourth proposal:
That the Independent Assessment Panel
for Elected Directors be scrapped

Fonterra Co-operative Group Limited
Annual Meeting 2023

General business

Fonterra Co-operative Group Limited
Annual Meeting 2023