Fonterra Shareholders’ Fund Annual Results 2024

Page 1

Results for announcement to the market
Results for announcement to the market
Name of issuer Fonterra Shareholders’ Fund
Reporting Period 12 months to 31 July 2024
Previous Reporting Period 12 months to 31 July 2023
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$158,000 93%
Total Revenue $158,000 93%
Net profit/(loss) from continuing
operations
$nil -%
Total net profit/(loss) $nil -%
Final Distribution
Amount per Quoted Equity
Security
$0.40
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date 2 October 2024
Distribution Payment Date 11 October 2024
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$3.95 $3.53
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
Please refer to the audited financial statements for further explanation.
Revenue from continuing operations comprises net fair value movements
of Economic Rights of Fonterra Shares, and (if any) dividend income.
Authority for this announcement
Name of person

authorised to
make this announcement
Jackie Floyd

Contact person for this
announcement
Selena Robb

Contact phone number
+64 21 026 736 29

Contact email address
Investor.relations@fonterra.com

Date of release through MAP

25 September 2024

Audited financial statements accompany this announcement.

---

Fonterra
Shareholders’
Fund Annual
Report 2024
FOR THE YEAR ENDED 31 JULY 2024

Chair Report3
Our Board5
Financial Statements
Manager’s Statement
6
Statement of Comprehensive Income
7
Statement of Changes in Amounts Attributable
to Unit Holders
7
Statement of Financial Position
8
Cash Flow Statement
8
Material Accounting Policies
9
Notes to the Financial Statements
12
Independent Auditor’s Report
16
Statutory Information18
Corporate Governance Statement21
Directory27
Contents
Michael, Kiri, Te Kaihou Langdon & Alan, Bay of Plenty

Chair Report
Dear unit holders,
Fonterra has delivered another strong financial result in 2024.
Therefore distributions back to the Fonterra Shareholders’ Fund
(the Fund), and you as a unit holder, have improved.
Earnings per share attributable to equity holders from continuing operations came in at the top of the
guidance range at 70 cents per share. With these higher earnings, Fonterra declared a final dividend of
25 cents per share. In addition, a special dividend of 15 cents per share was also declared, reflecting
Fonterra’s capital management efficiency and ongoing balance sheet strength. As a result, unit holders will
receive a final distribution of 40 cents per unit. The record date for the final distribution is 2 October 2024
and the payment date is 11 October 2024.
When combined with the interim distribution of 15 cents per unit in April, this is a total cash distribution
of 55 cents per unit during 2024.
Fonterra has had two consecutive years of very strong performance. It is pleasing to see the benefits
flowing through to the Fund. The annualised total unit holder return over the two financial years is 34%,
comprising a 20% cash return and unit price appreciation of 14%. During the same period the NZX50
increased around 4%.
The Fund, and the Board of FSF Management Company Limited (FSF Management) that oversees the
Fund, have no direct involvement in Fonterra’s operations. However, as a holder of Economic Rights in
Fonterra, the performance of the Fund is tied directly to Fonterra’s performance. During the year the
Board of FSF Management monitored the interests of unit holders and liaised regularly with Fonterra
in raising relevant matters.
As part of the Board’s monitoring, we requested Fonterra review the Fund unit buyout price formula in the
Authorised Fund Contract. The purpose of the buy-out formulae is to set a proxy for a fair market value
in certain termination events and was based on an average of the volume weighted average price (VWAP)
of shares traded on the Fonterra Shareholders’ Market (i.e. 50% of the calculation was a function of the
Fonterra share price). With Fonterra having now permanently moved on from Trading Among Farmers to
the Flexible Shareholding capital structure, where the price of Fonterra shares and Fund units are de-linked,
FSF Management considered it appropriate to amend the Authorised Fund Contract so that the pricing
formulae only references the VWAP of Fund units. There is no intention to terminate the Fund.
Business performance for the 2024 financial year
Fonterra’s profit after tax from continuing operations was $1.17 billion and is equivalent to 70 cents per
unit. Including discontinued operations, Total Group profit after tax was $1.13 billion and is equivalent to
67 cents per unit, down from 95 cents in the prior period. The main drivers of the difference between the
periods are the very favourable price relativities in the Ingredients channel and the gain on sale of Soprole
in FY23.
It is pleasing to see Fonterra leveraging its scale and diversification of channels and markets. This is evident
in the significantly different composition of earnings between channels, with improved earnings in its
Foodservice and Consumer channels partially offsetting lower margins in the Ingredients channel.
FY23 benefited from significantly favourable price relativities which eased over FY24, and this is the primary
reason for the Ingredients channel operating profit decreasing $657 million to $898 million in FY24. This
was partially offset by Fonterra allocating milk away from the Ingredients channel and into the Foodservice
and Consumer channels. Foodservice and Consumer operating profit increased $138 million and $324
million to $463 million and $199 million, respectively, due to the increased sales volume and improved
gross margins. Consumer operating profit included impairments of $244 million and $31 million in FY23
and FY24, respectively. Adjusting for impairments, the underlying operating profit improvement year on
year was $111 million.
After adjusting for impairments, operating expenses for Fonterra’s continuing operations have increased
4% to $2.34 billion. This is largely reflective of Fonterra’s investment in its IT & Digital transformation that
is expensed, rather than capitalised. The IT & Digital transformation and associated spend is expected to
continue over the coming years.
Fonterra’s net debt at year-end was $2.6 billion, $0.6 billion lower than the prior year due to strong
underlying earnings and improved working capital, including the lower volume of year-end inventory.
The lower net debt coupled with higher equity, due to strong earnings, has resulted in Fonterra’s Debt
to EBITDA reducing to 1.2x, well below the 5-year trend.
Similarly, Fonterra’s return on capital for the year was 11.3% which was significantly ahead of its FY24
target range of 8-9% and the 5-year average.
Further information on Fonterra’s annual result can be found on its Investor Relations webpage.
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2025 financial year outlook
Fonterra has announced an increase to its forecast Farmgate Milk Price range with the range now
$8.25-$9.75 per kgMS and a forecast earnings range of 40-60 cents per share.
Fonterra has noted that the forecasted FY25 underlying operating performance is similar to the prior year, but
the mid-point of the forecasted net earnings range is lower and reflects the near-term increased expenditure
on Fonterra’s IT and Digital transformation and a change in Fonterra’s tax status and tax treatment of dividends
on supply backed shares, which impacts how Fonterra’s after-tax net earnings and distributions are reported.
Miles Hurrell, Fonterra CEO, announced that after several years of strong earnings performance,
Fonterra has exhausted its tax losses in FY24, meaning Fonterra will now be paying tax in New Zealand
and generating imputation credits. To enable all shareholders to receive the imputation credits, we are
changing how we treat supply backed shares for tax purposes which means that more tax will be paid
by Fonterra.
As a result of this change, when dividends are declared from FY25 and beyond, imputation credits will be
available to attach to dividends. While this change does not impact the operating performance of Fonterra,
it does reduce the after-tax earnings per share (EPS) in FY25 and beyond, as Fonterra will have paid the
tax on the cash to be distributed. The additional tax paid by Fonterra will be available as imputation credits
that can offset tax payable at the personal level by shareholders and unit holders.
For unit holders, when Fonterra declares an imputed dividend, the Custodian for the Fund will be able to
use the imputation credits to offset the PIE tax that is deducted from those dividends, before distribution
to unit holders.
Lastly, Fonterra has advised it will release its revised strategy next week. The Board of FSF Management
sees the embedding and implementation of the revised strategy in FY25 as an important step to grow
even greater value for shareholders and unit holders, including progressing work to assess potential
divestment options for the Consumer business.
Mary Jane Daly
Chair
Forecast earnings range of:
40-60c
per share
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Our Board
John Nicholls
Appointed to the Board of the
Manager by Fonterra
John Nicholls was elected to the
Fonterra Board in 2018, and joined the
FSF Board in November 2022.
John is an experienced company
director, and was the previous chair
of MHV Water, New Zealand’s largest
intergenerational irrigation co-operative.
As the owner of several mid-Canterbury
dairy farms forming part of the Rylib
Group, John is highly focused on
investing in and mentoring the next
generation of farmers in New Zealand
and on safeguarding the sustainability
of farming for the long term. He brings
professionalism, cost consciousness
and a strategic mindset to governance,
ensuring that business operations align
with core strategy and are consistently
adding value.
John served on the Fonterra Co-operative
Council from 2009 to 2011.
B.Agr, PG AgrSci
Mary Jane Daly
Independent Director appointed by
unit holders
Mary Jane Daly was appointed to the
FSF Board in November 2020. She was
appointed as Chair in November 2022.
Mary Jane is a professional director
with a wide range of experience across
a number of industries. Her executive
background is in banking and finance in
a variety of roles both in New Zealand
and the UK.
Mary Jane is Chair of AIG Insurance
New Zealand Limited, and an
Independent Director of Kiwibank
Limited, and Kiwi Property Group
Limited. Previous governance roles
have included Cigna Life Insurance
New Zealand, the Natural Hazards
Commission Toka Tu Ake, OnePath
Life, Airways Corporation, Auckland
Transport and the NZ Green Building
Council. Her last corporate executive
role was leading State Insurance.
BCom, MBA
Carlie Eve
Independent Director appointed by
unit holders
Carlie Eve was appointed to the
FSF Board in November 2022.
Carlie has over 25 years’ experience
in financial markets and the corporate
sector. She has held executive roles
across equity research, investment
banking, investor relations, corporate
strategy and funds management.
Carlie is currently a director of Kiwi
Property Group Limited, Chair of the
Diocesan School Heritage Foundation
and was previously a Director of
Hobsonville Land Company Limited.
BSc, BCom
Alastair Hercus
Independent Director appointed by
unit holders
Alastair Hercus was appointed to the
FSF Board in November 2022.
After 30 years Alastair recently retired
as a Partner at Buddle Findlay, a
leading corporate law firm and is now
a Consultant to the firm. This followed
an earlier career as a diplomat in the
Ministry of Foreign Affairs and Trade.
He has significant professional experience
working with co-operatives and primary
sector businesses, and in corporate
governance and economic regulation. He
is an experienced director, particularly in
the cooperative and mutual sector. He
is a former Deputy Chair of the Medical
Assurance Society and is currently Chair
of Co-operative Life Limited.
In the public sector he is a Commissioner
at the Natural Hazards Commission Toka
Tū Ake, a Director of Invercargill Airport
Limited and Chair of the Risk & Advisory
Committee at the Ministry of Business,
Innovation and Employment.
BA (Hons), LLB
Andy Macfarlane
Appointed to the Board of the
Manager by Fonterra
Andy was elected to the Fonterra Board
in 2017, and has served on the FSF Board
since February 2019.
Andy was a farm management consultant
for 38 years and is a past President of
the New Zealand Institute of Primary
Industry Management (NZIPIM). He is
a Director of ANZCO, chairs the SFFF
Plantain Project and Edgewater Hotel
Lake Wanaka Boards and is a member
of the International Farm Management
Association (IFMA). Andy is a previous
Director of Ngāi Tahu Farming Limited
and AgResearch, past chair of Deer
Industry New Zealand, and served on the
council of Lincoln University for 12 years.
Andy and his wife Tricia commenced
farming in 1989 and live near
Ashburton. His shareholding interests
are in Canterbury. He has a strong
interest in the governance of food
processing and manufacturing, research
and development, and strategic use of
technology in the farming sector.
B . Agr. Sc
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Annual Report 2024
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Our Board

Alastair Hercus
Director
FSF Management Company Limited
24 September 2024
Mary Jane Daly
Chair
FSF Management Company Limited
24 September 2024
FSF Management Company Limited (the Manager) presents to the
unit holders the financial statements for the Fonterra Shareholders’
Fund (the Fund) for the year ended 31 July 2024.
The Manager is responsible for presenting financial statements for each financial year which fairly
present the financial position of the Fund and its financial performance and cash flows for that period.
The Manager considers the financial statements of the Fund have been prepared using accounting
policies which have been consistently applied and supported by reasonable judgements and estimates,
and that all relevant financial reporting and accounting standards have been followed. The Manager
believes that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Fund and facilitate compliance of the financial statements
with the Financial Markets Conduct Act 2013 and the Fonterra Shareholders’ Fund Trust Deed.
The Manager considers that it has taken adequate steps to safeguard the assets of the Fund, and to
prevent and detect fraud and other irregularities.
The Manager approves and authorises for issue the financial statements for the year ended 31 July 2024
presented on pages 7 to 15.
For and on behalf of the Board of the Manager:
Financial
Statements
For the year ended 31 July 2024
Fonterra Shareholders’ Fund
Manager’s Statement
FOR THE YEAR ENDED 31 JULY 2024
Michael, Southland
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Independent Auditor’s ReportNotes to the Financial Statements
Financial Statements
Financial Statements

The accompany material accounting policies and notes form part of these financial statements.
Statement of Comprehensive Income
FOR THE YEAR ENDED 31 JULY 2024
($ MILLION)
31 JULY 202431 JULY 2023
Net fair value gain on revaluation of
Economic Rights of Fonterra shares
9955
Dividend income5927
Investment income15882
Net increase in fair value of amounts attributable to unit holders(99)(55)
Distributions to unit holders(59)(27)
Finance cost(158)(82)
Profit before tax––
Tax exp ense––
Profit for the year––
There are no items of other comprehensive income.
Statement of Changes in Amounts Attributable
to Unit Holders
FOR THE YEAR ENDED 31 JULY 2024
($ MILLION)
Amounts attributable to unit holders at 1 August 2023325
Movements:
Revaluation of amounts attributable to unit holders99
Amounts attributable to unit holders at 31 July 2024424
Amounts attributable to unit holders at 1 August 2022324
Movements:
Revaluation of amounts attributable to unit holders55
Capital return payable to unit holders(54)
Amounts attributable to unit holders at 31 July 2023325
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Independent Auditor’s ReportNotes to the Financial Statements
Financial Statements
Financial Statements

The accompany material accounting policies and notes form part of these financial statements.
Statement of Financial Position
AS AT 31 JULY 2024
($ MILLION)
NOTES31 JULY 202431 JULY 2023
Assets
Economic Rights of Fonterra shares2424325
Capital return receivable6–54
Total assets424379
Liabilities
Amounts attributable to unit holders3424325
Capital return payable6–54
Total liabilities424379
Cash Flow Statement
FOR THE YEAR ENDED 31 JULY 2024
($ MILLION)
NOTES31 JULY 202431 JULY 2023
Cash flows from operating activities
Cash was provided from:
– Dividends received 5927
– Capital return received54–
Net cash flows from operating activities411327
Cash flows from financing activities
Cash was applied to:
– Distributions paid to unit holders (59)(27)
– Capital return paid to unit holders(54)–
Net cash flows from financing activities(113)(27)
Net change in cash and cash equivalents––
Cash and cash equivalents at the beginning of the year––
Cash and cash equivalents at the end of the year––
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Independent Auditor’s ReportNotes to the Financial Statements
Financial Statements
Financial Statements

a) General Information
The Fonterra Shareholders’ Fund (FSF or the Fund) is a New Zealand managed investment scheme
established to be the ‘Authorised Fund’ referred to in Fonterra’s Constitution. It is an FMC Reporting
Entity registered under the Financial Markets Conduct Act 2013 and its governing document is the
Fonterra Shareholders’ Fund Trust Deed (the Trust Deed) dated 23 October 2012 (as amended) and has
a life of 80 years. Under the Trust Deed, the Fund may invest only in authorised investments, which are
the Economic Rights of Fonterra shares (Economic Rights), and issue units to investors. It may not invest
directly in Fonterra shares (Shares).
The Fund is listed on the NZX Main Board operated by NZX Limited and as a Foreign Exempt Listing on the
Australian Securities Exchange operated by ASX Limited. The activities of the Fund and the issue of units to
the public are managed by FSF Management Company Limited (the Manager). The immediate and ultimate
parent of the Fund is Fonterra Co-operative Group Limited (Fonterra, or the Co-operative).
The New Zealand Guardian Trust Company Limited (the Trustee) acts as the trustee for the Fund. The
Economic Rights assets are held on trust for the Trustee under the Fonterra Economic Rights Trust by
Fonterra Farmer Custodian Limited (the Custodian). The trustees of the Fonterra Farmer Custodian Trust
also hold one unit known as the Fonterra unit.
The registered office of the Manager is 109 Fanshawe Street, Auckland Central, Auckland 1010,
New Zealand.
The financial statements were authorised for issue by the Manager on 24 September 2024.
Fonterra financial statements
Investors are encouraged to read the financial statements of Fonterra, together with the financial statements
of the Fund, given that the performance of the Fund is driven by the performance of Fonterra. The Fonterra
financial statements can be found at www.fonterra.com in the ‘Investors/Results & Reporting’ section.
Fonterra’s capital structure
Under Fonterra’s Flexible Shareholding capital structure, the ability for the Fund to acquire Economic
Rights and issue units to investors (i.e. to exchange shares for units) on a day-to-day basis is suspended.
The Fonterra Board retains the right to regulate this process, and if, in the future, the Fonterra Board
considered it was appropriate to increase the Fund size, it could do so up to the overall Fund size limit of
10% of the total number of Fonterra shares on issue as specified in Fonterra’s Constitution. As at 31 July
2024, the Fund size is 6.7% (31 July 2023: 6.7%).
Fonterra allocated up to $50 million to an on-market share buyback programme, as part of Fonterra’s
ongoing capital management programme. This programme commenced on 18 August 2023 and was
terminated following the announcement in May 2024 of the step-change in strategic direction for
the Fonterra Group (including exploring full or partial divestment options for some or all of its global
Consumer business).
During the year ended 31 July 2024 Fonterra had bought back 54,114 shares at a total cost of $0.1 million
(31 July 2023: 3,530,916 shares at a total cost of $9 million). The buybacks have not had a material impact
to the Fund size percentage.
Units continue to be available on the NZX and ASX to buy and sell and unit holders continue to be eligible
to receive distributions.
Information about Flexible Shareholding is available in the ‘Investors/Capital Structure’ section of
Fonterra’s website.
Activities
The principal activity of the Fund is to acquire and hold Economic Rights and issue units to investors
to allow investors in the Fund an opportunity to earn returns based on the financial performance of
Fonterra. As reflected in the previous section, the ability to exchange shares for units is suspended
under Flexible Shareholding.
Economic Rights and units
One Economic Right represents the right to receive dividends and other economic benefits derived from
a fully paid share in Fonterra. This does not include the right to hold legal title to the share or to exercise
voting rights in Fonterra.
A unit constitutes an undivided interest in the Fund. The Fund is designed to have the effect that each unit
on issue in the Fund will represent the Economic Right derived from a single share in Fonterra.
Material Accounting Policies
FOR THE YEAR ENDED 31 JULY 2024
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Key attributes of Economic Rights
–The right to receive a distribution equivalent to any dividend declared by the Fonterra Board (before PIE
tax, withholding tax or other tax on distribution).
–The right to participate in other transactions in respect of Fonterra shares such as bonus issues, rights
issues or buybacks.
–The right to share in any surplus on liquidation of Fonterra.
Key rights and restrictions of unit holders
–Unit holders will be entitled to have passed through to them an amount equal to any dividend payable
in relation to a share in Fonterra (less any PIE tax, withholding tax or any other adjustments for tax in
relation to that unit holder).
–If Fonterra reconstructs or adjusts its shares, an equivalent reconstruction or adjustment will be made in
respect of units.
–If Fonterra makes bonus issues or rights issues of shares to its shareholders, corresponding issues of units
will be made to unit holders.
–If there is an offer to acquire shares held by the Custodian, the Fund will seek instructions from unit
holders as to whether the offer should be accepted. If a unit holder directs the Fund to accept the offer,
the Fund will redeem units from such unit holder and accept the offer for shares in proportion to that
direction. The amount received from the sale of the shares will be paid by the Fund to the unit holder.
–Unit holders are entitled to attend and vote at unit holder meetings and to elect three Directors of
the Manager of the Fund. The additional two Directors of the Manager of the Fund are appointed
by Fonterra.
–Unit holders do not have any right to attend or vote, or request the Custodian to attend or vote,
at any meeting of Fonterra farmer shareholders.
Key rights of the Fonterra unit holder
–The Trust Deed cannot be amended without the prior approval of the holder of the Fonterra unit
if that amendment would change the governance structure of the Board of the Manager, the scope
and role of the Fund, the exchange mechanism for units and Economic Rights and the individual
fund size restrictions.
–In other respects, the holder of the Fonterra unit has the same rights as any other unit holder.
b) Basis of Preparation
These financial statements comply with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS Accounting Standards) and have been prepared in accordance with Generally Accepted
Accounting Practice (GAAP) applicable to for-profit entities. These financial statements also comply with
International Financial Reporting Standards (IFRS Accounting Standards).
These financial statements are prepared on a historical cost basis, except for Economic Rights and amounts
attributable to unit holders which have been measured at fair value.
These financial statements are presented in New Zealand dollars ($), which is the Fund’s functional and
presentation currency, and rounded to the nearest million, except where otherwise stated.
The same accounting policies are followed in these financial statements as were applied in the financial
statements for the year ended 31 July 2023.
The preparation of financial statements requires the Manager to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements
are continually evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. Revisions of accounting estimates
are recognised in the period in which the estimates are revised and in any future periods affected.
The judgement that has the most significant effect on the amounts recognised in the financial statements
relates to the valuation of the Economic Rights of Fonterra Shares. The valuation approach used for the
Economic Rights is described in Note 1.
c) Operating Segments
The Fund’s investments only include Economic Rights assets and the Fund’s performance is evaluated on
an overall basis. Therefore, the Fund is a single-segment entity. All of the Fund’s income is from investments
in the Economic Rights.
The internal reporting provided to the Board of the Manager, which is the Fund’s chief operating decision
maker, for the Fund’s assets, liabilities and performance is prepared on a consistent basis with the
measurement and recognition principles of NZ IFRS Accounting Standards. The Board of the Manager
reviews the Fund’s internal reporting in order to assess the performance and position of the Fund.
Material Accounting Policies CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
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d) Dividend Income
Dividend income from investments in Economic Rights is recognised in profit or loss on the date that the
right to receive payment of the dividend is established, when it is probable that the economic benefits will
flow to the Fund and the amount of the dividend can be reliably measured.
e) Distributions to Unit Holders
Distributions payable to unit holders are recognised in profit or loss as finance costs in the period in which
they are declared by the Board of the Manager.
f) Financial Assets and Financial Liabilities
A financial asset or liability is recognised when the Fund becomes a party to the contractual provisions of
the asset or liability (i.e. trade date).
Financial assets are derecognised if the Fund’s contractual rights to the cash flows from the financial assets
expire or if the Fund transfers the financial asset to another party without retaining control or substantially
all risks and rewards of the asset. Financial liabilities are derecognised if the Fund’s obligations specified in
the contract expire or are discharged or cancelled.
Economic Rights of Fonterra shares
The Economic Rights of Fonterra shares are measured at fair value. Changes in fair value are recognised as
investment income or expense in profit or loss. The Economic Rights are a current asset.
Amounts attributable to unit holders
The Fund has an obligation to repurchase units from Farmers, the Registered Volume Providers and
Fonterra, therefore the amounts attributable to unit holders is a financial liability. It is presented as a
financial liability because it does not meet the limited set of criteria that would allow it to be presented as
equity. The amounts attributable to unit holders is a current liability.
The Fund manages its amounts attributable to unit holders on a fair value basis. Therefore, the Fund
has elected to measure the amounts attributable to unit holders at fair value. Changes in fair value are
recognised as finance costs in profit or loss.
g ) Tax
The Fund has elected to be a ‘foreign investment variable-rate Portfolio Investment Entity’ for New Zealand
income tax purposes. Due to this election, income is effectively taxed in the hands of the unit holders and
therefore the Fund has no tax expense, current tax payable or deferred tax assets or liabilities.
The Fund will attribute PIE income (being Fonterra dividends) to unit holders and pay tax on that income at
each relevant unit holder’s nominated prescribed investor rate (PIR), being their applicable tax rate, subject
to the option to apply the non-resident withholding tax rules in respect of Notified Foreign Investors. When
the Fund receives Fonterra dividends the Fund will retain an amount from dividends distributed to a unit
holder to satisfy the PIE (or withholding) tax liability in relation to that unit holder and pay amounts owing
direct to the IRD. It is not anticipated that the Fund will have a PIE tax loss or excess tax credits which will
be attributed to unit holders.
h) New Standards and Interpretations
Accounting standards effective from 1 August 2023
No new or amended standards and interpretations that became effective for the year ended 31 July 2024
have had a material impact to the Fund.
Accounting standards issued but not yet effective
There are no new or amended standards that are issued but not yet effective that are expected to have a
material recognition or measurement impact to the Fund.
Material Accounting Policies CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
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Financial StatementsNotes to the Financial Statements Independent Auditor’s Report

Notes to the Financial Statements
FOR THE YEAR ENDED 31 JULY 2024
1 Financial Risk Management
The Fund was primarily established to invest in Economic Rights and issue units to investors. As such its
only investment comprises of Economic Rights. Through the holding of this investment and issuing units to
unit holders, the Fund has limited net exposure to market price risk and liquidity risk. The Fund has no direct
exposure to interest rate, foreign exchange or credit risk. The risk management policies employed by the
Fund are discussed below.
Market price risk
Market price risk is the risk that the value of an instrument will fluctuate as a result of changes in market
prices, whether caused by factors specific to an individual instrument, its issuer or factors affecting all
instruments traded in the market.
The Fund’s financial instruments primarily comprise of investments in the Economic Rights and amounts
attributable to unit holders which are both carried at fair value with fair value changes recognised in
profit or loss. Both of these instruments are exposed to market price risk. Any change in the market
price of the units will result in an equal and opposite change in the market price of the Economic Rights.
Hence, no impact on profit or loss in the Statement of Comprehensive Income is expected due to
changes in market prices.
Liquidity risk
Liquidity risk is the risk that the Fund will not be able to meet its financial obligations as they fall due.
The Fund is not exposed to cash redemptions and only certain parties are permitted to redeem their units.
Where permitted parties redeem units, the Fund will transfer one Economic Right for each unit redeemed
to meet the redemption. Unit holders will not otherwise have the ability to redeem their units or exchange
them for Shares. Hence, the Fund does not have significant liquidity risk.
Financial instruments fair value
The Fund measures the Economic Rights and amounts attributable to unit holders at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The Fund uses the following fair value hierarchy that reflects the significance of the inputs used in making
the measurements:
–Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
–Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued using: quoted prices in active markets
for similar instruments; quoted prices for identical or similar instruments in markets that are considered
less than active; or other valuation techniques for which all significant inputs are directly or indirectly
observable from market data.
–Level 3: Valuation techniques using significant unobservable inputs. The Fund has no Level 3 instruments.
The Fund’s amounts attributable to unit holders is a Level 1 instrument as the unit price is quoted on the
NZX Main Board, which is considered to be an active market. The Manager considers market prices to
be the most representative measure of fair value as they are used by market participants as a practical
expedient for fair value measurement.
Where there is a bid and ask price, the Fund uses the price within that range that is most representative of fair
value. Where the last traded price is within that range, the Fund uses the last traded price as fair value. Where
the last traded price falls outside that range the Fund uses the mid-point between the bid and ask prices.
The market is monitored on an on-going basis to confirm that it remains active for the purposes of
establishing fair value.
Economic Rights are Level 2 instruments as Economic Rights are not listed and there is no active market for
Economic Rights assets. Economic Rights are valued using the quoted price of units (which are considered
to be a materially comparable instrument) in the Fund listed on the NZX Main Board. The validity of
assumptions relating to the comparability between a unit and an Economic Right has been considered in the
context of Fonterra’s capital structure review and remains appropriate.
There have been no transfers between the categories in the fair value hierarchy during any of the
periods presented.
Capital risk management
The Fund manages its amounts attributable to unit holders as capital, notwithstanding that amounts
attributable to unit holders is classified as a financial liability.
While the Fund is capped under Flexible Shareholding, Fonterra continues to monitor the Fund size,
relative to total Co-operative shares on issue. Under Flexible Shareholding the aggregate number of
Co-operative Shares which are at any time the subject of Fund Arrangements shall not exceed an amount
(“Overall Limit”) equal to 10% of the total number of Co-operative Shares on issue.
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Financial Statements

Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
2 Economic Rights of Fonterra Shares
The Economic Rights are held on trust for the Fund by the Custodian under the Fonterra Economic
Rights Trust.
31 JULY 202431 JULY 2023
Value of Economic Rights ($ million)424325
Number of Economic Rights107,410,984107,410,984
As part of Fonterra’s capital return on 18 August 2023, one in every six shares held by the Custodian was
repurchased and cancelled, and at the same time one of its shares not repurchased was subdivided into the
number of shares repurchased, plus one. As a result, the number of shares held by the Custodian remains
the same as before the capital return. The number of Economic Rights also remains the same as before the
capital return.
The Economic Rights are measured at fair value, calculated as the number of Economic Rights held
multiplied by the established fair value for each Economic Right.
$ MILLION
31 JULY 202431 JULY 2023
Opening value of Economic Rights 325324
Movements:
Revaluation of Economic Rights9955
Closing value of Economic Rights424379
Capital return receivable–(54)
Closing value of Economic Rights (adjusted for capital return)
1
424325
1 The presented value of Economic Rights is reduced at 31 July 2023 by the capital return receivable from Fonterra (refer to Note 6 Fonterra’s
Capital Return).
3 Amounts Attributable to Unit Holders
31 JULY 202431 JULY 2023
Value of amounts attributable to unit holders ($ million)
1
424325
Opening number of units on issue
2
107,410,984107, 417, 32 2
Movements:
Number of units redeemed –(6,338)
Closing number of units on issue107,410,984107,410,984
1 The amounts attributable to unit holders is measured at fair value, calculated as the number of units on issue multiplied by the unit market price
at 31 July 2024 of $3.95 (31 July 2023: $3.53). The value after reflecting fair value movements during the year ended 31 July 2024 is $424 million
(31 July 2023: $379 million). The presented value is reduced at 31 July 2023 to $325 million by the capital return payable to unit holders of
$54 million (refer to Note 6 Fonterra’s Capital Return).
2 Included in the total number of units is one Fonterra unit, held by the Fonterra Farmer Custodian Trust, which was issued at inception of the Fund.
4 Reconciliation of Net Cash Flow from Operating Activities to Profit
$ MILLION
31 JULY 202431 JULY 2023
Reconciliation of profit for the year to net cash flows from
operating activities
Profit for the year––
Adjustments for:
–Fair value gain on revaluation of Economic Rights of Fonterra shares
(99)(55)
–Net increase in fair value of amounts attributable to unit holders
9955
–Distributions paid to unit holders
5927
–Capital return received
54–
Net cash flows from operating activities11327
13
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Financial Statements

Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
5 Net Assets Per Security
As at 31 July 2024, the net assets per unit on issue was $3.95 (31 July 2023: $3.53).
6 Fonterra’s Capital Return
As at 31 July 2024 the Fund has no asset or liability in relation to Fonterra’s capital return receivable and the
payable to unit holders (31 July 2023: $54 million respectively). The capital return was paid directly to unit
holders on the register at 9pm on 16 August 2023.
The capital return receivable and payable at 31 July 2023 adjusted the presented value of the Economic
Rights of Fonterra shares and Amounts attributable to unit holders respectively, recognising that it is a
return of capital.
7 Commitments And Contingent Liabilities
The Fund has no material commitments or contingent liabilities as at 31 July 2024 (31 July 2023: nil).
8 Related Parties
FSF Management Company Limited
FSF Management Company Limited is the Fund’s Manager whose sole role is to manage the Fund and its
property as a passive investment vehicle under the Trust Deed. Under the Trust Deed, the Manager is not
entitled to any fees in respect of its services.
Key Management Personnel
Key Management Personnel (KMP) are those people with the responsibility and authority for planning,
directing and controlling the activities of an entity. As the Fund does not have any employees or directors,
KMP are considered to be the Directors of the Manager.
As at 31 July 2024 150,541 units with a value of $594,637 were held by KMP (31 July 2023: 150,541 units
with a value of $531,410).
At 31 July 2024 there was no capital return payable to KMP (31 July 2023: $75,271).
Fonterra Co-operative Group Limited
Under the Authorised Fund Contract, Fonterra provides administrative services in relation to the Fund
for the Manager and meets the operating expenses of the Fund, including the fees of the Directors of
the Manager.
The Manager and the Trustee have agreed that Fonterra will meet the day-to-day operating costs of the
Fund. In addition, the Fund will use corporate facilities, support functions and services provided by Fonterra.
All of these services will be provided at no cost to the Fund.
There are some costs that will not be covered by Fonterra. These principally relate to circumstances where
the Manager has breached certain obligations or seeks to bring claims outside the ambit of those which
Fonterra has undertaken to pay. In these circumstances, the Manager would have to seek funding from
other sources. This could include seeking a resolution of unit holders that they agree to bear the relevant
costs through a deduction from distributions that would otherwise be made by the Fund.
Contract Fee for Units Scheme
Fonterra’s Contract Fee for Units Scheme is no longer available to new participants, but will continue to
hold units for existing participants. Under Fonterra’s Contract Fee for Units Scheme, Fonterra provided
services and financial assistance to The New Zealand Guardian Trust Company Limited, as trustee of The
Contract Fee Trust, to acquire, on market, and hold units on behalf of Fonterra’s contract milk suppliers
participating in the Scheme. The purchase of units under the Contract Fee for Units Scheme was put
on hold from 6 May 2021 as part of Fonterra’s capital structure review and, as noted above, is no longer
available to new participants.
During the year ended 31 July 2024 on behalf of Fonterra’s contract milk suppliers participating in Fonterra’s
Contract Fee for Units Scheme, The New Zealand Guardian Trust Company Limited, as trustee:
–Purchased 2,238 units for $7,990 (31 July 2023: purchased no units);
–Sold 1,337 units for $5,241 (31 July 2023: sold no units); and
–Distributed 55,198 units to contract milk suppliers (31 July 2023: 559,847 units).
As at 31 July 2024, The New Zealand Guardian Trust Company Limited, as trustee of The Contract Fee Trust
holds 33,435 units for participating contract milk suppliers (31 July 2023: 87,732 units).
Fonterra Farmer Custodian Limited
The Fund has appointed Fonterra Farmer Custodian Limited, a subsidiary of Fonterra, to provide custodian
services. The Economic Rights are held on trust for the Trustee by the Custodian under the Fonterra
Economic Rights Trust. Custodian services are provided at no cost to the Fund.
As at 31 July 2024, the Custodian holds 107,410,984 (31 July 2023: 107,410,984) Fonterra shares on trust
for the Fund.
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Financial Statements

Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
Fonterra (Delegated Compliance Trading Services) Limited (DCT)
DCT is a wholly owned subsidiary of Fonterra which undertakes delegated compliance trading in
the Fund on behalf of Fonterra’s farmer shareholders.
As part of Fonterra’s capital structure review, delegated compliance trading was put on hold and
therefore was not offered for the 2022/23 season. Delegated compliance trading was offered again
for the 2023/24 season.
On 5 October 2023, DCT made a net sale of 1,472 units for $3,327 on behalf of Fonterra Farmer
shareholders participating in the 2023/24 season Delegated Compliance Trading Scheme. The sale or
purchase of units with the Fonterra farmer shareholders are transacted on the same day. Therefore,
no units are held by DCT on behalf of Fonterra’s farmer shareholders at the close of trading.
Fund expenses
Fonterra, the Manager, the Trustee and the Custodian have entered into the Authorised Fund Contract,
which authorises the Fund to operate as an Authorised Fund and regulates the relationship between
Fonterra and the Fund.
Under the Authorised Fund Contract all expenses relating to the Fund are incurred and paid by either
Fonterra or the Manager. The costs of running the Fund include services by Fonterra for which there
is no payment made, as well as services for which the Fund contracts to third parties.
Included within the total expenses incurred and paid by Fonterra during the year ended 31 July 2024
with respect to the Fund are the following amounts paid to KPMG, appointed as auditor of the Fund:
–Fees for the annual audit of the financial statements of $28,000 (31 July 2023: $27,000); and
–Fees for the review of the interim financial statements of $12,000 (31 July 2023: $11,000).
KPMG has not provided any other audit related services during the year ended 31 July 2024
(31 July 2023: fees of $4,000 for agreed upon procedures for Annual Meeting voting).
KPMG has not provided any non-audit related services during the year ended 31 July 2024
(31 July 2023: nil).
Dividends received from Fonterra
The dividends received are presented in the following table.
$ MILLION
DIVIDENDS
YEAR ENDED
31 JULY 2024
YEAR ENDED
31 JULY 2023
2024 Interim dividend received - 15.0 cents per Economic Right
1
16.1–
2023 Final dividend received - 40.0 cents per Economic Right
2
43.0–
2023 Interim dividend received - 10.0 cents per Economic Right
3
–10.7
2022 Final dividend received - 15.0 cents per Economic Right
4
–16.1
1 This was distributed on to unit holders on 11 April 2024 and represented a cash distribution of 15.0 cents per unit. The Distribution Reinvestment
Plan did not apply to this distribution.
2 This was distributed on to unit holders on 13 October 2023 and represented a cash distribution of 40.0 cents per unit. The Distribution
Reinvestment Plan did not apply to this distribution.
3 This was distributed on to unit holders on 14 April 2023 and represented a cash distribution of 10.0 cents per unit. The Distribution Reinvestment
Plan did not apply to this distribution.
4 This was distributed on to unit holders on 14 October 2022 and represented a cash distribution of 15.0 cents per unit. The Distribution
Reinvestment Plan did not apply to this distribution.
9 Subsequent Events
Declaration of distribution
On 24 September 2024, the Board of Directors of Fonterra declared a final dividend of 25 cents per share
and a special dividend of 15 cents per share. Following Fonterra’s dividend declaration, the Board of the
Manager declared a distribution of 40 cents per unit for the year ended 31 July 2024. The distribution will be
paid on 11 October 2024 to the unit holders on the register at 2 October 2024.
The Distribution Reinvestment Plan does not apply to this distribution.
Changes in unit price
Units are traded on the NZX and ASX and accordingly the unit price changes regularly, including during the
period between balance date and the date these financial statements were authorised for issue. Changes
in the market price of the units result in a corresponding change in the value of the Economic Rights asset
held by the Fund. Daily unit prices are available on the NZX website.
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Financial Statements

Independent Auditor’s Report
FOR THE YEAR ENDED 31 JULY 2024
Independent Auditor’s Report
FOR THE YEAR ENDED 31 JULY 2024
To the unit holders of Fonterra Shareholders’ Fund
Report on the audit of the financial statements
Opinion
In our opinion, the financial statements of Fonterra Shareholders’ Fund (the ’Fund’) on pages 7 to 15
present fairly, in all material respects the Fund’s financial position as at 31 July 2024 and its financial
performance and cash flows for the year ended on that date in accordance with New Zealand
Equivalents to International Financial Reporting Standards issued by the New Zealand Accounting
Standards Board.
We have audited the accompanying financial statements which comprise:
–the statement of financial position as at 31 July 2024;
–the statements of comprehensive income, changes in amounts attributable to unit holders and cash
flows for the year then ended; and
–notes, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs
(NZ)’). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the Fund in accordance with Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report.
Other than in our capacity as auditor we have no relationship with, or interests in, the Fund.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole. The materiality for the financial statements as a
whole was set at $3.7 million determined with reference to a benchmark of Funds total assets. We chose
the benchmark because, in our view, this is a key measure of the Fund’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements in the current period. The Fund only invests in Economic Rights of Fonterra
Shares (Economic Rights). The value of the Economic Rights is based on the price of the Units in the Fund
which are quoted on the NZX Main Board. Given the nature of the Fund’s operations, we have determined
that there are no key audit matters to communicate in our report.
Other information
The Manager, on behalf of the Fund, is responsible for the other information included in the entity’s
Annual Report. Other information includes the Chair report, Statutory information, Corporate governance
statement and Directory. Our opinion on the financial statements does not cover any other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
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Financial Statements

Independent Auditor’s Report CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
Use of this independent auditor’s report
This independent auditor’s report is made solely to the unit holders as a body. Our audit work has been
undertaken so that we might state to the unit holders those matters we are required to state to them in
the independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the unit holders as a body for our audit work,
this independent auditor’s report, or any of the opinions we have formed.
Responsibilities of the Manager for the financial statements
The Manager, on behalf of the Fund, is responsible for:
–the preparation and fair presentation of the financial statements in accordance with generally accepted
accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting
Standards) issued by the New Zealand Accounting Standards Board;
–implementing necessary internal control to enable the preparation of a set of financial statements that
is free from material misstatement, whether due to fraud or error; and
–assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless they either intend to
liquidate or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objective is:
–to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error; and
–to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Graeme Edwards.
For and on behalf of
KPMG
Auckland
24 September 2024

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Financial Statements

Twenty Largest Unit Holders
As at 31 July 2024
UNIT HOLDER
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
New Zealand Depository Nominee Limited6,092,6445.67
Accident Compensation Corporation5 , 317, 1 554.95
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>4,438,0144.13
HSBC Nominees (New Zealand) Limited2,432,3972.26
Custodial Services Limited2,118,2081.97
Craigmore Dairy II Services Limited2,069,5081.93
Tea Custodians Limited Client Property Trust Account1,635,3751.52
Citibank Nominees (New Zealand) Limited1,040,9110.97
JBWere (NZ) Nominees Limited <NZ Resident A/C>9 5 7, 7410.89
BNP Paribas Nominees (NZ) Limited - NZCSD902,5440.84
Michael Douglas Hammond & Helen Mavis Hammond &
Leigh Joseph Horton
770,2700.72
Leo Francis Dooley775,0000.70
FNZ Custodians Limited745, 4 850.69
Ingleton Properties Limited698,5290.65
Peter John Dooley685,0000.64
Century Securities Limited585,0000.54
Peter Thomas Borrie & Adrienne Helen Borrie528,3040.49
ANZ Custodial Services New Zealand Limited520,1450.48
JBWere (NZ) Nominees Limited <NR USA A/C>470,0200.44
Forsyth Barr Custodians Limited45 7, 81 20.43
33,220,06230.93
Total quoted units on issue107,410,983100.00
Statutory
Information
For the year ended 31 July 2024
Steve & Luana, Bay of Plenty
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Statutory Information

Spread Of Unit Holders
As at 31 July 2024
SIZE OF HOLDING
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
1 - 1,0002,6761,270,1891.18
1,001 - 5,0002,5786,482,9336.04
5,001 - 10,00074 05,690,7935.30
10,001 - 100,0001,00235,304,68732.87
100,001 and over17258,662,38254.61
Total
1
7, 1 6 8107,410,984100.00
1 Total includes the Fonterra unit (which is not quoted).
Substantial Product Holders
As at 31 July 2024 no unit holders had filed substantial product holder notices in accordance with the
Financial Markets Conduct Act 2013.
As at 31 July 2024 the Fund had 107,410,983 quoted units, and one Fonterra unit, on issue.
Directors’ Remuneration
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees payable
to the Directors (including former Directors) of the Manager. During the 12 months ended 31 July 2024,
Fonterra paid the following amounts to the Directors in the form of fees:
DIRECTOR
TOTAL
REMUNERATION
($)
Mary Jane Daly (Chair)90,000
Carlie Eve60,000
Alastair Hercus60,000
These amounts exclude GST, where applicable. Directors of the Manager are not paid any additional
remuneration for their roles on the Board committees.
Currently, Directors of the Manager that have been appointed by Fonterra are not paid any remuneration,
in addition to their remuneration as Directors of Fonterra, for their service on the Board of the Manager.
Holdings of Directors of the Manager
As at 31 July 2024
The following Directors of the Manager have disclosed relevant interests in units of the Fund:
DIRECTORNUMBER OF UNITSNATURE OF INTEREST
Mary Jane Daly (Chair)3,500Power to control and exercise a right to vote and to control the
acquisition and disposal of these units
Andrew Macfarlane123,724Power to control and exercise a right to vote and to control
the acquisition and disposal of these units held by Pencarrow
Farm Limited
1
Andrew Macfarlane10,000Trustee and non-beneficial interest held by Stonylea Trust
Andrew Macfarlane4,000Trustee and beneficial interest held by GW and MA
Macfarlane Family Trust
Andrew Macfarlane9,317Partner in Deebury Pastoral Partnership
Statutory Information CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
1 Entity previously known as Pencarrow Farm Limited.
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Statutory Information

Interests Register
The Manager is required to maintain an interests register in which the particulars of certain transactions
and matters involving the Directors of the Manager must be recorded. The interests register is available for
inspection on request.
General disclosures of interest
During the financial year, Directors of the Manager disclosed new interests (including changes to previously
disclosed interests), or a cessation of interests (indicated in italics), in the following entities pursuant to
section 140 of the Companies Act 1993:
DIRECTORNATURE OF INTEREST
Mary Jane Daly (Chair)Audit and Risk Committee, Auckland Transport (appointed October 2023, ceased
December 2023)
Alastair HercusPartner, Buddle Findlay (ceased December 2023)
Consultant, Buddle Findlay
Andrew MacfarlaneDirector and Shareholder, Pencarrow Farm Limited
1
John NichollsDirector, MC Water Limited (ceased October 2023)
Chair, MHV Water Limited (ceased October 2023)
1 Additional to his previously disclosed interest in respect of Pencarrow Farm Limited (which has changed its name to Pencarrow
Investments Limited).
Specific disclosures of interest
During the financial year, no Director of the Manager specifically disclosed any transaction in which that
Director had entered into with the Manager.
NZX Trading Halts
On 15 August 2023 NZX Regulation Limited (NZ RegCo) and ASX, at the request of Fonterra, placed a
trading halt on Fonterra shares and units in the Fund. The trading halt was in place to allow the trades
of the FSF units to settle and to prevent any FSF trading while NZX and the share registry processed a
capital return for Fonterra shareholders. The trading halt remained in effect until the market opened on
18 August 2023.
Donations
No donations were made by the Fund or the Manager during the financial year ended 31 July 2024
(31 July 2023: nil).
NZX Diversity Reporting Requirements
The table below provides a quantitative breakdown as to the gender composition of the Board of the
Manager as at 31 July 2024.
SELF-IDENTIFY AS FEMALESELF-IDENTIFY AS MALE
AS AT 31 JULY2023202420232024
Directors2233
There are no Officers of the Manager.
NZX Waivers
A summary of waivers and approvals granted by NZ RegCo in relation to the NZX Listing Rules, which have
been relied upon by the Fund in the year ended 31 July 2024, can be found at www.fonterra.com in the
‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Exchange Waivers’.
NZX Non-Standard Designation
The Fonterra Shareholders’ Fund has been granted a ‘Non-Standard’ (“NS”) designation by NZ RegCo.
This designation was granted because of the unique governance arrangements and unit holder restrictions.
ASX Listing
The Fund has an ASX Foreign Exempt Listing with ASX Limited which means the Fund is primarily regulated
by the NZX Listing Rules and is to be exempt from complying with most of the ASX Listing Rules.
Statutory Information CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
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Statutory Information

Background
The Fund is a registered managed investment scheme under the Financial Markets Conduct Act 2013.
The Fund is required to have a supervisor (trustee) and a manager. The role of the trustee is to hold the
economic benefit of shares held by the Fonterra Farmer Custodian for the benefit of the trustee of the
Fund. The role of the Manager is to issue or offer units in the Fund and to manage the property of the Fund.
The Manager does not have any employees. Under the Authorised Fund Contract, Fonterra has agreed to
provide the Fund with administrative services and to meet the costs of the general business of the Fund,
including paying the fees and expenses of the Directors.
The Trust Deed defines a narrow function of the Fund which is, in summary to:
–issue units when new Economic Rights of Fonterra shares are held for the benefit of the Fund;
–redeem units when required by a farmer shareholder, Fonterra or the registered volume providers and
direct that the Fonterra Farmer Custodian transfers Fonterra shares to the farmer shareholder, Fonterra or
the Fonterra Farmer Custodian on behalf of the registered volume providers seeking that redemption; and
–not undertake other trading activities.
The Fund is to be ‘passive’, i.e., it does not actively solicit Economic Rights or the redemption of units except
for undertaking the initial supply offer.
Corporate Governance Principles
The Board’s corporate governance statement takes into consideration contemporary standards in
New Zealand and Australia, incorporating principles and guidelines issued by the Financial Markets
Authority, the NZX Corporate Governance Code 1 April 2023 (NZX Code) and the ASX Corporate
Governance Council Principles and Recommendations (ASX Principles).
This corporate governance statement adopted by the Board is current as at September 2024 and reflects the
Board’s role as a manager of a fund with limited operational activity, which in several ways is different to the
corporate governance structure appropriate for a traditional listed company carrying on an operating business.
Given the special purpose nature of the Fund, as at 31 July 2024, the Manager has determined that a
number of the recommendations in the NZX Code and the ASX Principles are not appropriate for the Fund
or are not relevant.
In accordance with the NZX Listing Rules, the Manager has disclosed in this corporate governance
statement a summary of the corporate governance policies, practices and processes adopted or followed
during the year ended 31 July 2024 or explained why the Manager has decided to not comply with a
particular recommendation (or part thereof ) of the NZX Code.
References to ‘Board’ and ‘Directors’ in this statement are to the Board and Directors of the Manager.
The Board of the Manager has approved this corporate governance statement.
Corporate
Governance
Statement
For the year ended 31 July 2024
Michelle, Auckland
21
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Corporate Governance Statement

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
Principle 1: Ethical Standards
Code of Conduct
The Manager has a well-established Code of Conduct that, together with the Board Charter, sets ethical
standards for each member of the Board of the Manager. The Code of Conduct guides the Directors on:
–the practices necessary to maintain confidence in the Manager’s integrity; and
–the responsibility and accountability of individuals for reporting and investigating reports of
unethical practices.
The Code of Conduct and Board Charter are available on www.fonterra.com in the ‘Investors/Fonterra
Shareholders’ Fund’ section under the heading ‘Charters and policies’ and was last reviewed in March 2024.
While the Manager has no employees, Fonterra has Whistleblower procedures in place which apply to
Fonterra employees who provide services to the Fund.
Securities Trading Policy and Standard
The Manager has adopted Fonterra’s Securities Trading Policy and Securities Trading Standard that
detail the rules for trading in units and other securities of Fonterra. The Policy and Standard are available
on www.fonterra.com and apply to Directors of the Manager and Directors, officers, employees and
contractors of Fonterra in addition to legal prohibitions on insider trading in New Zealand and Australia.
Directors’ Unit Holdings
The Independent Directors of Fonterra who are also appointed to the Board of the Manager are prohibited
from acquiring any relevant interest in units. The other Directors of the Manager may acquire units, and to
the extent any units are acquired, these acquisitions will be disclosed to the market as required by law.
Principle 2: Board Composition and Performance
Board Charter
The Board has statutory responsibilities for the affairs and activities of the Manager and the Fund.
The roles and responsibilities of the Board are set out in its Board Charter. Its roles and
responsibilities include:
–monitoring the performance of the Fund and the implementation of its objectives;
–monitoring compliance with the legal and regulatory requirements and ethical standards; and
–monitoring compliance with, and ensuring the unitholders’ interests are managed and protected in
accordance with, the constituent documents for Trading Among Farmers as they relate to the Fund.
Given the Fund’s limited operational activity, the Manager has limited discretion in respect of the day-
to-day management of the Fund. To the extent that any material exercise of discretion or other decision-
making authority is required, that discretion or authority is exercised by the Board.
The Board seeks independent professional advice when it considers that appropriate. Fonterra pays the
costs of independent professional advice in accordance with the Authorised Fund Contract.
The Board Charter is available on www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section
under the heading ‘Charters and policies’.
Board Appointments
The constitution of the Manager provides for five Directors and sets out how they are appointed.
In accordance with the procedure set out in the Trust Deed, unit holders are entitled to elect three Directors
(Elected Directors) and may remove and replace any Elected Director.
The three Elected Directors must be ‘Independent Directors’ for the purposes of the NZX Listing Rules.
At the date of this statement the three Elected Directors are Mary Jane Daly, Carlie Eve and Alastair Hercus.
One Elected Director is required to retire at each annual meeting of the Fund. The Chair of the Board must
be one of the three Elected Directors. Mary Jane Daly is the Chair.
The remaining two Directors are appointed, and can be replaced, by Fonterra. There is no requirement as to
who the Fonterra-appointed Directors must be. While they need not be Directors of Fonterra, the current
people that Fonterra has appointed (Andrew Macfarlane and John Nicholls) are both Directors of Fonterra.
Skills required of a Director on the Board of the Manager include governance experience, preferably
of a listed entity, financial and capital markets knowledge, an understanding of co-operatives, and risk
management experience. Each Director on the Board in the 2024 year possesses these skills and experience.
The Manager has written agreements with each of its Directors.
Disclosure
Information about each Director (including experience, length of service, independence and ownership
interests and attendance at Board meetings) is disclosed below or in the ‘Our Board’ section of this
annual report.
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Corporate Governance Statement

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
Board Tenure
The graphic below shows the tenure of the current Board members including the average length of service
on the Board.
Tenure
Diversity Policy
Given the small size of the Board, and as Directors are either elected by unit holders or appointed by
Fonterra, the Manager has not followed recommendation 2.5 of the NZX Code and has not implemented
a gender diversity policy for the Board.
See the table under the ‘NZX Diversity Reporting Requirements’ section of this annual report, which
provides a quantitative breakdown as to the gender composition of the Board of the Manager and
Officers of the Manager as at 31 July 2024.
Director Training
Directors are expected to keep themselves abreast of changes and trends in economic, political, social
and legal climate generally. Directors are also expected to keep up to date with governance issues.
The Manager requests the Management of Fonterra to provide Fonterra-specific training to remain
current on how best to perform their duties as Directors of the Manager.
Performance Assessment
The Board assesses its performance against its role and the Board Charter and the performance of the
Audit and Risk Committee against the Audit and Risk Committee Charter.
Director Independence
As at 31 July 2024, the Board of the Manager comprised five Directors. The Board has considered which
of the Directors are Independent Directors for the purposes of the NZX Listing Rules and has determined
that, as at 31 July 2024, Mary Jane Daly, Carlie Eve and Alastair Hercus are Independent Directors.
As such, a majority of the Board of the Manager are ‘Independent Directors’ for the purposes of the
NZX Listing Rules.
The factors relevant to determining whether a Director is an Independent Director are the criteria in
the NZX Listing Rules for Independent Directors, including having regard to the factors described in
the NZX Code that may impact Director independence.
Division of Roles
In accordance with the Trust Deed the Chair of the Board must be one of the three unit holder Elected
Directors, who are required to be Independent Directors.
The Manager does not have a CEO, so recommendation 2.9 of the NZX Code that the Chair and the
CEO must be different people is not applicable.
Company Secretary
The Company Secretary for the Manager is currently Fonterra’s Director of Legal and has a direct line of
communication with the Chair of the Board (and by default, the Audit and Risk Committee (which is the Board)).
The Company Secretary is not paid by the Manager.
3-6 years: 2
AVER AGE
2.8
YEARS
0-3 years: 3
Board and Audit and Risk Committee Attendance
The table below reports attendance of Directors at Board and Audit and Risk Committee meetings during
the 2024 reporting period. Board and Audit and Risk Committee meetings are held together.
Board/Audit and Risk Committee Meetings 1 August 2023 – 31 July 2024
BOARD
AUDIT AND RISK
COMMITTEE
MEETINGSAT TENDEDMEETINGSAT TENDED
Mary Jane Daly3333
Carlie Eve3333
Alastair Hercus3333
Andrew Macfarlane3333
John Nicholls3333
In addition to the above, all members of the Board attended the Annual Meeting of unit holders, held on
13 November 2023.
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Corporate Governance Statement

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
Principle 3: Board Committees
Audit and Risk Committee
The Board acts as the Audit and Risk Committee for the Fund. The Chair of the Audit and Risk Committee
is the Chair of the Board. Due to the limited nature of the Fund’s operations, the Board does not consider it
necessary to comply with recommendation 3.1 of the NZX Code to have a separate Chair for the Audit and
Risk Committee.
The Board acting as Audit and Risk Committee is responsible for:
–providing oversight in relation to financial reporting and regulatory compliance; and
–reviewing financial reporting processes, internal controls, the audit process and the process for
monitoring legal and regulatory compliance.
The Manager has implemented a formal Audit and Risk Committee Charter which sets out the
responsibilities of the Audit and Risk Committee in full and establishes a framework for the
Fund’s relationship with its external auditor. The Audit and Risk Committee Charter is available at
www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Charters
and policies’.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor of the
Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of the external
auditor and also acts as a forum for communication between the Board and the auditor where appropriate.
The Audit and Risk Committee asks the external auditor to attend the annual unit holder meeting and be
available to answer questions relevant to the financial statements.
Remuneration Committee
Given the small size of the Board and the fact the Fund has no employees, the Manager has not established
a separate Remuneration Committee and therefore has decided not to follow recommendation 3.3 of the
NZX Code.
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees payable
to the Directors of the Manager.
The remuneration of the Directors of the Manager may be reviewed and adjusted from time to time.
Nominations Committee
Given the small size of the Board, the Manager has not established a separate Nominations Committee to
recommend director appointments to the Board and therefore has decided not to follow recommendation
3.4 of the NZX Code. The Board is appointed in accordance with the Trust Deed and the constitution of the
Manager. The Board is responsible for establishing the criteria for determining the suitability of potential
Elected Directors and recommending persons suitable for appointment to the Board.
Other Committees
As recommended by recommendation 3.5 of the NZX Code, the Board has considered whether it is
necessary or appropriate to have any other Board Committees as standing committees. Given the Fund’s
limited operational functions, the Board decided it was not appropriate to have any other Board committees
as standing committees.
The Board subcommittee (comprising of the independent directors on the Board) that was established by
the Board in May 2021 to consider the implications of Fonterra’s capital structure ceased following the
implementation of Fonterra’s Flexible Shareholding structure. The subcommittee did not meet during the
2024 reporting period.
The Board has established a subcommittee of the independent directors of the Board (the Capital
Return Committee) to, on behalf of the Manager, consider the proposed capital return (“Capital Return”)
by Fonterra, and provide input and feedback to, and engage with Fonterra and its management and
advisors, and The New Zealand Guardian Trust Limited, the supervisor and trustee of the Fonterra
Shareholders’ Fund, and its management and advisors, in connection with the proposed Capital Return.
The subcommittee met once during the 2024 reporting period, and all Independent Directors attended.
Takeovers Policy
Given the Fund cannot have any controlling interest in Fonterra, the Manager has not established protocols
that set out the procedure to be followed if there is a takeover offer for the Fund (as contemplated by
recommendation 3.6 of the NZX Code).
24
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Corporate Governance Statement

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
Principle 4: Reporting and Disclosure
Continuous Disclosure
The Board aims to ensure that unit holders are informed of all major developments affecting the Fund.
Information is communicated to unit holders through NZX and ASX annual report and half and full-year
results announcements.
Fonterra and the Manager have entered into an arrangement to co-operate with each other and take all
steps reasonably required to ensure that information to be disclosed by either of them under the listing
rules of the Fonterra Shareholders’ Market, the NZX Listing Rules or the ASX Listing Rules (as the case
may be) is disclosed simultaneously to the Fonterra Shareholders’ Market, the NZX Main Board and ASX
in relation to the Fund. It is intended that where NZX, as market operator of the Fonterra Shareholders’
Market, receives information provided by Fonterra for release under the Fonterra Shareholders’ Market,
NZX simultaneously releases the information under the code relating to the Fund. This process is intended
to be automatic.
The Manager does not consider it necessary to comply with recommendation 4.1 of the NZX Code and to
have its own continuous disclosure policy. Due to the relationship between units and Fonterra shares, the
majority of continuous disclosure announcements are made by Fonterra in relation to matters affecting
Fonterra and the value of Fonterra shares (and by implication the value of units).
Fund Related Documents
At present the Fund has the following documents available on www.fonterra.com relating to its governance:
–Board Charter
–Audit and Risk Committee Charter
–Code of Conduct
–Fonterra Group Securities Trading Policy and Securities Trading Standard
–Trust Deed
–Authorised Fund Contract
–A summary of key entitlements for unit holders and the Maximum Holding Restriction
–Fund Size Risk Management Policy
–Fund Prospectus and Investment Statement
–Summary of NZX Waivers
Due to the introduction of Fonterra’s flexible shareholding structure, on 18 September 2024, the Manager
agreed with Fonterra to amend the formula that applies to determine the Fund Unit buyout price if the
Fund is ever terminated under the Authorised Fund Contract. Under the amendment, the formula is a
volume weighted average price (VWAP) of the unit price for the 6-month period before termination,
rather than an equal weighting of the VWAP for Fund Units and Fonterra shares. A copy of the Deed of
Amendment to the Authorised Fund Contract is available from: https://www.fonterra.com/nz/en/investors/
fonterra-shareholders-fund.html.
Financial and Non-Financial Reporting
The Manager partially complies with recommendation 4.3 of the NZX Code in that it provides financial
reporting that is balanced, clear and objective.
Given the Fund’s limited operational functions, the Manager does not consider it necessary to comply
with recommendation 4.4 of the NZX Code that recommends it provide non-financial disclosures annually.
Principle 5: Remuneration
Neither the Manager nor Fonterra award options or provide for retirement benefits to directors. No special
exertion benefits, additional to director fees, are or will be paid without unit holder approval.
As the Manager does not have any employees, it cannot provide any golden parachutes/golden handshakes
to executives. The Manager also does not provide any special retirement allowances or the likes to
departing directors.
Further details of the Directors’ remuneration are contained under ‘Directors’ Remuneration’ within the
Statutory Information section.
Remuneration Policy
Given the small size of the Board, the fact that the Fund has no employees or CEO, and in light of the
arrangements with Fonterra around director remuneration, the Manager has decided not to comply with
recommendations 5.2 and 5.3 of the NZX Code.
Principle 6: Risk Management
The Board is responsible for the risk management of the Fund, including:
–reviewing the principal risks contained in the risk profile of the Fund on an annual basis;
–ensuring that a risk management framework is established which includes policies and procedures to
effectively identify, treat and monitor principal business risks, including consideration of internal audit;
–at least annually assessing the effectiveness of the implementation of the risk management system; and
–monitoring compliance with the risk management framework.
Given the Fund’s limited operational functions, its general risk and health and safety risk profiles are limited.
The management of risks relating to Fonterra’s operations and which may affect the value of Fonterra
shares and dividends (and therefore the value of units and distributions flowed through to unit holders)
is a matter for the Board and Management of Fonterra and is beyond the control of the Manager Board.
On this basis, the Manager has decided not to follow recommendations 6.1 and 6.2 of the NZX Code.
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Corporate Governance Statement

Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2024
To the extent that there are risks that specifically impact the operation of the Fund, the Board reviews
the management of those risks at quarterly intervals. Specific areas of risk reviewed are:
–Regulatory compliance
–Investor confidence
–Data security
–People (Fonterra employees responsible for day-to-day operations of the Fund)
Principle 7: Auditors
External Audit
The Audit and Risk Committee Charter provides a framework for the Fund’s relationship with its external auditor.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor of the
Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of the external
auditor and also acts as a forum for communication between the Board and the auditor where appropriate.
KPMG has been appointed the external auditor for five consecutive years. The lead audit partner has served
for five consecutive years.
The appointed external auditor has historically attended the annual unit holder meeting, and the lead audit
partner is available to answer relevant questions from unit holders at that meeting.
Internal Audit
Due to the nature of the Manager’s role as a manager of a fund with limited operational activity,
recommendation 7.3 of the NZX Code has not been followed and the Manager has no formal or informal
internal audit functions.
Principle 8: Unit Holder Rights and Relations
Investor Centre Website
Fonterra maintains a dedicated investor webpage at www.fonterra.com under ‘Investors’. This website is an
important part of the Manager’s communication with unit holders. It contains financial information, current
and historical annual reports and presentations, dividend and distribution information and other relevant
information pertaining to the Fund. The website is freely accessible to the public and is updated regularly.
Electronic Communications
The Manager provides an Investor Relations email address which provides unit holders a mechanism by
which they can communicate electronically with the Manager on any matters relating to their investment.
All unit holder-related enquiries are provided with a response within a reasonable timeframe.
Investors who have provided the Manager with an email address will be sent annual and interim reports
electronically unless they expressly opt to receive hard copy reports and will receive other communications
electronically where requested. Unit holders are strongly encouraged to provide an email address.
The 2023 Annual Meeting was held as a hybrid meeting. All shareholders had the opportunity to attend,
participate and vote either in person or online. Shareholders were also able to ask questions in person
or online via the online platform during the Annual Meeting. An Online Meeting Guide was provided to
shareholders prior to the 2023 Annual Meeting.
Voting
Under the Trust Deed the Manager and Fonterra need to comply with the provisions of all applicable Listing
Rules before taking action affecting the rights attached to any unit.
Maximum Holding Restriction
Under the Trust Deed, no unit holder and its associates (excluding Fonterra) can hold, or have a “relevant
interest” in, more than 15% of the units on issue or 15% of the voting rights in the Fund, whichever is lower.
The Trust Deed also contains enforcement provisions to ensure compliance by unit holders with this
restriction. If Fonterra determines that a unit holder is in breach of this restriction, Fonterra may determine
that the unit holder is not entitled to vote some or all of the units it holds in breach of the restriction and
can require that the unit holder dispose of the units held in breach of the restriction. If the units are not
disposed of, the Manager or Fonterra can arrange for their disposal.
Capital Raising
As the Fund has not sought additional equity capital during the year, the Board has not needed to follow
recommendation 8.4 of the NZX Code which recommends the new equity capital raising be undertaken on
a pro rata basis.
Unit Holder Meetings
Mechanisms are in place to promote effective two-way communication with unit holders and to encourage
their participation at unit holder meetings, including:
–the Manager releasing to the NZX Main Board and ASX market announcements platform respectively all
information sent to unit holders and will comply with the NZX Listing Rules and ASX Listing Rules with
respect to unit holder communications; and
–notices of meetings, which are sent to unit holders at least 20 working days before a meeting and can
be found at www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under the heading
‘Reports and Annual Meetings Documentation’.
A unit holder may raise matters for discussion or resolution at general meetings, by giving written notice
to the Manager. If the notice is received more than 25 working days before the last day on which notice of
the meeting is due, the Manager is required, at the expense of the Fund, to give notice of the unit holder
proposal and to provide the text of any proposed resolution to all unit holders entitled to receive notice of
the meeting. The unit holder proposing the resolution has the right to prepare a statement in support of the
proposal to include with the notice of meeting (clause 14.1 of the Schedule to the Trust Deed).
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Corporate Governance Statement

Registered Office of the Manager
of the Fund – New Zealand
109 Fanshawe Street
Auckland Central, Auckland 1010
Telephone: +64 9 374 9000
Registered Office of the Manager
of the Fund – Australia
C/o Fonterra Australia Pty. Ltd.
Level 2, 40 River Boulevard
Richmond, Victoria 3121
Telephone: +61 3 8541 1588
Directors of the
Manager of the Fund
Mary Jane Daly
Carlie Eve
Alastair Hercus
Andy Macfarlane
John Nicholls
Company Secretary
Jackie Floyd
Supervisor
The New Zealand Guardian Trust Company Limited
Level 6, 191 Queen Street
Auckland Central, Auckland 1010
New Zealand
Auditor of the Fund
& the Manager of the Fund
KPMG
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Legal Advisers
to the Manager of the Fund
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland 1010
New Zealand
Share Registrar – New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
Telephone: +64 9 488 8700
Share Registrar – Australia
Computershare Investor Services Pty. Limited
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
GPO Box 2975
Melbourne, Victoria 3001
Telephone: 1800 501 366 (within Australia)
Telephone: +61 3 9415 5000 (outside Australia)
Directory
insightcreative.co.nz FONTERRA131
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Fonterra Shareholders’ Fund Annual Report 2024
fonterra.com

---

Page 1

Distribution Notice
Section 1: Issuer information
Name of issuer
Fonterra Shareholders’ Fund
Financial product name/description Fonterra Shareholders’ Fund Units
NZX ticker code FSF
ISIN (If unknown, check on NZX website) NZFSFE0001S5
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 2/10/2024
Ex-Date (one business day before the
Record Date)
1/10/2024
Payment date (and allotment date for DRP) 11/10/2024
Total monies associated with the
distribution
1

$42,964,394

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

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

Page 2

Section 3: Imputation credits and Resident Withholding Tax
5

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

Not Applicable
Imputation tax credits per financial product Not Applicable
Resident Withholding Tax per financial
product
$-
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any) Not Applicable
Start date and end date for determining
market price for DRP
Not Applicable Not Applicable
Date strike price to be announced (if not
available at this time)
Not Applicable
Specify source of financial products to be
issued under DRP programme (new issue
or to be bought on market)
Not Applicable
DRP strike price per financial product Not Applicable
Last date to submit a participation notice for
this distribution in accordance with DRP
participation terms
Not Applicable
Section 5: Authority for this announcement
Name of person authorised to make this
announcement
Jackie Floyd
Contact person for this announcement Selena Robb
Contact phone number +64 21 026 736 29
Contact email address Investor.relations@fonterra.com
Date of release through MAP 25/09/2024


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

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