Quarterly Flexible Shareholding Metrics Update

1 December 2023

©FONTERRA
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•The percentage of Co-operative Shares on
issue above or below the combined Share
Standard of all Shareholders
•The threshold range is set at total Co-
operative Shares on issue being within
+/-15% of the Share Standard
•The percentage of shares held by
shareholders who have ceased supplying
milk to the Co-operative, and/or transferred
their shares to a non-supplying person or
entity in accordance with the permitted
transferee rules
•The threshold is set at no greater
than 25%
•The size of the Fonterra Shareholders’ Fund
has been capped at 10% of shares on issue
to protect farmer ownership and control of
the Co-operative
FLEXIBLE SHAREHOLDING METRICS 1 DECEMBER 2023

©FONTERRA
When considering the information on the following pages, it’s important to note share compliance was put on hold during the two-year capital structure
consultation period and this is reflected in some of the metrics. Furthermore, the level of shares held by Ceased Shareholders is not necessarily a reflection of lost
supply to the Co-operative.
1.The number of shares linked to Ceased Shareholders reflects the number of shares linked to farm sales within a year. Typically, the majority of farms that are
sold continue to supply the Co-operative under the new owner. Therefore, the milk solids linked to Ceased Shareholders are not necessarily lost to the
Co-operative, but the shares become uncoupled from the original supplying farm.
2.Historically around 60 –90 million shares shift from being linked to a Supplying Shareholder to a Ceased Shareholder at the endof each season. Therefore,
the current 134 million shares held by Ceased Shareholders and Permitted Transferees as at 30 November 2023 is in line with annual historical levels given it
captures the 2020/21 and 2021/22 seasons where share compliance was put on hold as well as the 2022/23 season.
3.Under the Flexible Shareholding capital structure, new shareholders have up to six seasons to reach their minimum holding of shares, while shareholders at
the time of the capital structure vote have up to 15 seasons to share down after they cease to supply the Co-operative. Given the change in the minimum
shareholding requirement, it is possible to see a proportion of shares held by non-supplying shareholders for a longer period.
FLEXIBLE SHAREHOLDING METRICS 1 DECEMBER 2023

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FLEXIBLE SHAREHOLDING METRICS 1 DECEMBER 2023
Supplying Shareholders1,361,168,450 84.59%
Secondary Shareholders3,369,191 0.21%
Associated Shareholders975,515 0.06%
Ceased Shareholders120,838,088 7.51%
Permitted Transferees13,087,803 0.81%
Custodian, on behalf of the Fund107,410,984 6.67%
Custodian shares, on behalf of the Market Makers2,340,524 0.15%
Total shares on Issue1,609,190,555 100.00%

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To be bought3,443,410 3,368,993 3,700,708 3,773,059 3,124,3572,019,473--
To be sold2,739,546 --22,818 86,179
To be bought------19,430,000
To be sold-----131,161,259 134,009,802
FLEXIBLE SHAREHOLDING METRICS 1 DECEMBER 2023
The table below shows the final season that shares for compliance requirements must be bought and sold by. Shares can be bought and sold in advance of
these dates.

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-
50
100
150
200
250
300
Number of Shareholding Farms
Percentage of Shares Held Relative to Share Standard
Note: Shareholding farms presented exclude Ceased Shareholders, Permitted Transferees, Associated
Shareholders and shareholding farms over 4x the Share Standard.
1. Milk Supply is derived from the shareholding farm’s Share Standard.
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FLEXIBLE SHAREHOLDING METRICS 1 DECEMBER 2023
< 33%33% -79%80% -120%> 120%Total
# of shareholding farms 423 918 5,632 1,277 8,250
Milk Supply
1
(kgMS)75,311,499 176,088,083 1,030,845,123 153,687,138 1,435,931,843
Shareholding farms
holding 33% of the
Share Standard
(Minimum Holding)
Shareholding farms
holding 100% of the
Share Standard
Shareholding farms
holding 4x the
Share Standard
(Maximum Holding)
-%33%66%100%150%200%250%300%350%
400%
-
10
20
30
40
50
60
Milk Supply
1
(million
kgMS
)
Percentage of Shares Held Relative to Share Standard
-%33%66%100%150%200%250%300%350%
400%
Milk supply at 33% of the
Share Standard
(Minimum Holding)
Milk supply at 100% of the
Share Standard
Milk supply at 4x the
Share Standard
(Maximum Holding)

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FLEXIBLE SHAREHOLDING METRICS 1 DECEMBER 2023
Is a Shareholder that is a Farm Lessor, Sharemilker or Contract Milker.
Is a Shareholder that has given notice of ceasing supply, or is treated as having given
such a notice, and whose cease notice has become effective.
Means the Fonterra Farmer Custodian, which is the legal holder of the shares in respect
of which economic rights are held for the Fund and any Market Makers.
Means kilograms of milk solids, the measure of the amount of fat and protein in the milk
supplied to Fonterra.
Is a third party appointed by the Co-op who is active in making bids and offers on a
minimum number of Fonterra Co-operative Group Shares.
Is the maximum number of shares a Supplying Shareholder can hold, which is equal to
4 times the Share Standard.
Is the minimum number of shares a Supplying Shareholder is required to hold, which is
equal to 33% of the Share Standard. New entrants have up to six seasons to meet this.
Meansall shareholdings that are not Supplying Shareholders.
Is a person who has been approved by the Co-op and who is (and remains) related
to or associated with a Ceased Shareholder.
New Zealand: A period of 12 months from 1 June to 31 May.
Is a sharemilker as defined in section 34 of the Co-operative Companies Act that
holds shares as if they were a Supplying Shareholder, pursuant to section 44 of the
Co-operative Companies Act and clause 30.5 of the Constitution.
Means one share per one kgMS supplied, used to calculate a Supplying
Shareholder’s Minimum Holding and Maximum Holding.
Means a farm where the owning entity of the farm has a minimum required
shareholding of at least 1,000 shares in the Co-operative. This includes farms where
the owning entity is in the process of sharing up on a Share Up Over Time contract
entered into before Flexible Shareholding became effective.
Is a shareholder supplying milk to the Co-op.