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Fonterra announces FY24 Annual Results and special dividend

Full Year Results24 September 2024FSFConsumer Staples

Fonterra Co-operative Group Limited


Fonterra Co-operative Group Page 1


Results for Announcement to the Market

Results for announcement to the market

Name of issuer

Fonterra Co-operative Group Limited

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 $22,822,000 (7 %)

Total Revenue $22,994,000 (1 2%)

Net profit from continuing operations $1,168,000 (6%)

Total net profit $1,128,000 (2 8%)

Final Dividend

Amount per Quoted Equity Security $0.40

Imputed amount per Quoted Equity Security Not Applicable

Record Date 2 October 2024

Dividend Payment Date 11 October 2024

Current period Prior comparable period

Net tangible assets per Quoted Equity

Security

$3.97 $3.82

A brief explanation of any of the figures

above necessary to enable the figures to be

understood


Authority for this announcement

Name of person authorised to make this

announcement

Anya Wicks

Contact person for this announcement Anya Wicks

Contact phone number (09) 374 9341

Contact email address Anya.wicks@fonterra.com

Date of release through MAP 25 September 2024

Audited financial statements accompany this announcement.

---

25 September 2024

Fonterra continues momentum in FY24, announces special dividend


• Profit after tax: NZ $1,168 million

• Continuing operations EBIT*: NZ $1,560 million

• Continuing operations earnings* per share: 70 cents per share

• Return on capital: 11.3%

• Total dividend: 55 cents per share, comprising:

o 15 cent interim and 25 cent final dividend

o 15 cent special dividend

• Full year milk collections: 1,471 million kgMS 

• Final 2023/24 season Farmgate Milk Price: NZ$7.83 per kgMS 


Fonterra Co-operative Group Ltd has today reported strong FY24 full year financial results, including a final

2023/24 season Farmgate Milk Price of $7.83 per kgMS and a total dividend of 55 cents per share.


CEO Miles Hurrell says the payout reflects both Fonterra’s continued strong earnings performance and the

long-term resilience of the Co-op.


“We’ve maintained the positive momentum seen in FY23 and delivered earnings at the top end of our

forecast range.


“Our total dividend of 55 cents per share is the second largest since Fonterra was formed. It includes a 15

cent interim dividend and a 25 cent final dividend driven by strong FY24 earnings.


“In addition, our capital management efficiency and ongoing balance sheet strength have enabled us to

return an extra 15 cents per share to farmer shareholders and unit holders through a special dividend.


“The final Farmgate Milk Price for the 2023/24 season finished at $7.83 per kgMS. This, combined with the

55 cents per share dividend, provides a total cash payout to a fully shared up farmer of $8.38 per kgMS.


“Our Co-op is in good shape, and I'm pleased to have delivered another year of solid returns to farmer

shareholders and unit holders.


“Looking ahead, we’re well placed to consider the next phase of our strategy to grow long-term value for

the Co-op,” says Mr Hurrell.


Business performance


The Co-op reported a return on capital for FY24 of 11.3%, above the target range for FY24.

Earnings (EBIT) from continuing operations were $1,560 million and continue to be well above previous

years, albeit down on FY23 which benefitted from elevated price relativities.


Fonterra’s profit after tax from continuing operations was $1,168 million, equivalent to 70 cents per share.

“Our FY24 earnings were driven by higher margins and increased sales volumes in our Foodservice and

Consumer channels. Our Ingredients channel also continued to deliver strong returns, although down

when compared to the record result seen in FY23,” says Mr Hurrell.

Fonterra Co-operative Group
Page 2



Sales volumes from continuing operations were down 1% to 3,470 kMT and gross margins were

maintained at 17%.



“We remain focused on making progress against our two efficiency metrics while also investing in the

areas that will improve long-term performance and the resilience of the Co-op.


“Our core operations manufacturing costs per kgMS reduced year-on-year by 2% to $2.58 per kgMS,

reflecting both operational improvements and improved input costs.


“Across the year we also achieved savings in our operating expenses which largely offset the impacts of

inflation. However, our cash operating expenses per kgMS are up mainly due to our investment in IT and

digital transformation projects.


“Our balance sheet position remains strong, providing optionality and flexibility for the future and resilience

against volatility.


“We have net debt of $2.6 billion, $600 million lower than last year, due to strong underlying operating

performance.



Our gearing ratio of 24% reflects our lower net debt position and higher equity from strong earnings,” says

Mr Hurrell.


Co-op strategy



This year, Fonterra completed a strategic review that reinforced the role of its Foodservice and Ingredients

channels and confirmed its strengths in partnering with customers to produce world-class, innovative dairy.



As a result of this work, in May the Co-op announced that it is exploring divestment options for its global

Consumer business, as well as Fonterra Oceania and Sri Lanka.


“Over the last few months, we have appointed advisors to assist with assessing divestment options for our

Consumer businesses and this work is ongoing,” says Mr Hurrell.


“As we can see from today’s result, the businesses in scope for potential divestment are performing well.

We remain committed to a pathway that would maximise value of these businesses for our farmer

shareholders and unit holders.



“Alongside this, we have revised our strategy to have a sharper focus on the Co-op’s strengths and where

we can best create value.


“We will be sharing this revised strategy, as well as the outcomes shareholders and unit holders can

expect from the Co-op, next week,” says Mr Hurrell.



*Excludes earnings from discontinued operations. In FY24 discontinued operations were DPA Brazil and in

FY23 discontinued operations were DPA Brazil, Soprole and China Farms.



ENDS




For further information contact: 



James Kaufman

Fonterra Communications 

Phone: +64 21 507 072 




Fonterra Co-operative Group
Page 3


About Fonterra 


Fonterra is a co-operative owned and supplied by thousands of farming families across Aotearoa New Zealand. Through the spirit

of co-operation and a can-do attitude, Fonterra’s farmers and employees share the goodness of our milk through innovative

consumer, foodservice and ingredients brands. Sustainability is at the heart of everything we do, and we’re committed to leaving

things in a better way than we found them. We are passionate about supporting our communities by Doing Good Together.


Non-GAAP financial information


Fonterra uses several non-GAAP measures when discussing financial performance. Non-GAAP measures are not defined or

specified by NZ IFRS.


Management believes that these measures provide useful information as they provide valuable insight on the underlying

performance of the business. They may be used internally to evaluate the underlying performance of business units and to

analyse trends. These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be

comparable with similarly titled measures used by other companies. Non-GAAP financial measures should not be viewed in

isolation nor considered as a substitute for measures reported in accordance with NZ IFRS.


Non-GAAP measures are not subject to audit unless they are included in Fonterra’s audited annual financial statements.

---

Results overview3-9
Drivers of operating performance10-16

Financial outcomes17-26

Outlook27-31

Appendix32-68

Flexible Shareholding metrics69-72

Additional Information73-80

 from 95c
 from 1,577m

 from 1,755m

 from 12.4%

 from 50c

 from 28.8%

 from $8.22

 from 75c

•55 cents per share
–Full year dividend of 40c made up of 15c interim dividend and 25cfinal dividend

–Special dividend of 15c reflecting capital management efficiency and robust balance sheet

5

2020

50

55

6.6%6.6%

6.8%

12.4%

11.3%

20202021202220232024

Dividends (cents)

Return on capital

•Resilience provides optionality and flexibility for future investments and mitigates volatility

•Balance sheet strength

–$2.6b net debt, $0.6b lower due to strong underlying operating performance and lower working

capital. Year-end inventory was down 25k MT (4%), equivalent to $0.2b

–Gearing ratio of 24.0% reflecting lower net debt and higher equity due to strong earnings

•Continued investment in essential and sustainability capital projects and strategic opex, including

enterprise systems, energy and wastewater projects

5.2

4.3

5.3

3.2

2.6

44%

39%

42%

29%

24%

20202021202220232024

Net debt ($b)

Gearing

1.3

0.9

0.9

1.8

1.6

48

31

36

75

70

20202021202220232024

Operating profit ($b)

EPS (cents)

•$1.6b operating profit (EBIT) from continuing operations

–Ingredients EBIT of $898m, down $657m; price relativities easing from prior year record high

–Foodservice EBIT of $463m, up $138m; improved margins and higher allocation of milk solids

–Consumer EBIT of $199m, up $324m; improved margins and lower operating expenses

•70c earnings per share from continuing operations

–Equivalent to profit after tax of $1.17b

•(3) cents per share from discontinued operations

•11.3% return on capital

–Significantly above 5-year average and above FY24 target range

•Announced the potential divestment of some or all of
our global Consumer business plus Fonterra Oceania

and Fonterra Sri Lanka

−Appointed advisors to assist with assessing our

divestment options

•Announced three new investments for the future

−$75m in a high-value protein hub at Studholme

−$150m to build a new UHT cream plant

at Edendale

−$150m to build a new cool store at Whareroa site

in Taranaki

•Collaboration with customers to support and accelerate

best practice in sustainability

•18.5% reduction in Scope 1 & 2 emissions across our

operations

•12.4% reduction in water use and the implementation

of Water Improvement Plans at all our global sites

•Announced a target 30% intensity reduction in on-farm

emissions by 2030 (from a 2018 baseline) to support

the emissions reduction profile of products

•Developed and implemented an AI based fault

detection system that improved butter and powder

packaging efficiency, reducing plant downtime

•Manufacturing innovation using steam infusion

technology to increase run time and yields for UHT

cream

•Collaborated with QSR customers to develop a soft

style mozzarella that improved quality of home

delivered pizzas

•Inaugural Horizon Awards to celebrate the innovation

of our people across the co-op with 240 entries


1.0%


0.5%

•Outlook for dairy trade is positive

–Continued strong demand from key import

regions, particularly Southeast Asia, and

Middle East and Africa

–China import demand impacted by

prioritisation of domestic milk supply

–EU production recovered due to stable milk

price and lower on-farm costs

–US production impacted by lower herd sizes

due to favourable beef prices

–Australia production increased due to better

weather conditions, high milk prices and

lower on-farm costs

–New Zealand current season production has

started strong due to favourable weather

conditions and early calving

•Lower production by litres in US offset by

improved milk solids yield per cow

•Slower domestic demand growth and lower milk

price in China impacting its local milk

supply growth


1.1%


0.2%


14.7%


12.0%


12.3%


10.0%


9.6%


0.2%


3.2%


3.1%


4.3%


2.4%


6.6%


6.3%

Note: Refer to additional information for source data and date ranges

•The average price for the Reference portfolio declined USD 450 per MT or 12%, compared with the Non-Reference portfolio which
declined by USD 764 per MT or 15% year-on-year, narrowing the spread between the two

•Stronger demand in the Reference portfolio in the second half. Greater demand for butter and AMF due to the market stabilising post-

covid with growth in the bakery channel across all markets and continued strong demand for powders from Southeast Asia and Middle

East markets

•Non-Reference pricing has remained relatively stable through FY24 after a significant decline in Q1

FY22

(USD/MT)

Note: Refer to additional information for source data and date ranges

FY23

FY24

Reference Product shipment price

Non-Reference Product shipment price

Annual average Non-Reference and

Reference price

2,500

3,500

4,500

5,500

6,500

$6
$7

$8

$9

$10

JunJulAugSepOctNovDecJanFebMarAprMay

2022/23 season2023/24 season

•Reference Product prices that informed the 2023/24 season were lower than

prior season

•The lower product prices were partially offset by favourable currency hedge

movements, as the NZD:USD trended downwards

•14 cents, or $147 million, of inflationary increases in the cost of most inputs,

with significant increases in the cost of energy, staff costs, packaging and

motor vehicle

($ per kgMS)

2022/23 season monthly milk

prices average to $8.22, the

Farmgate Milk Price

2023/24 season monthly milk

prices average to $7.83, the

Farmgate Milk Price

($ per kgMS)

8.22

7.83

0.01

0.39

(0.65)

(0.14)

22/23 season

Farmgate

Milk Price

VolumePricesForeign

exchange

Net costs23/24 season

Farmgate

Milk Price

•38% of milk was collected and manufactured in September to November,

and product prices informing monthly milk prices during this period were 19%

lower than prior season

•FY24 Foodservice and Consumer gross margins during Q1 – Q3 are higher

relative to prior year due to lower cost of milk at start of financial year

•Monthly Milk Prices in April and May over $9 impacted Q4 gross margin

•Higher FY24 dividend reflects higher earnings over the last two
years and a robust balance sheet

•Strong balance sheet enabled further improvement in advance

rate payments

–In 2023/24, early season payments increased to 75% of the

total forecasted milk price, up from the historical 65%

–In 2024/25 milk payments for early in the season have

increased to 85%

$7.14

$7.54

$9.30

$8.22

$7.83

$0.05

$0.20

$0.20

$0.50

$0.55

$0.50

20202021202220232024

Farmgate Milk PriceDividendsCapital returns

1

1.Cash returns announced in a calendar year

8,8568,5818,4358,2828,141
155

246

222

159

110

20202021202220232024

Shareholding farmsNon-shareholding farms

164,402

170,836

167,437

171,249

174,261

Average production per farm (kgMS)

Fonterra milk collection market share in New Zealand

80.0%

79.0%

79.1%

79.0%

78.1%

•Higher average production per farm mainly due to improved production

per cow and an increase in average farm size

•Focus on quality over quantity resulted in greater solid availability in milk

•Milk collected from 8,141 shareholding and 110 non-shareholding farms

around New Zealand. Supplying farms numbers lower due to:

–smaller farms converting to other land uses

–increase in competitor activity

•Non-shareholding farms largely made up of farms supplying MyMilk and

expected to steadily decline as the Co-operative no longer accepts new

applications for MyMilk with the introduction of flexible shareholding

structure

•Majority of farmers who exited MyMilk programme before the end of

2023/24 season, joined the Co-operative as supplying shareholders

1. Includes shareholding farms that were supplying milk as at 31 July

1

2.4 2.4
2.8

3.1

3.2

20202021202220232024

Collection costs (cents/litre)

97.8%

98.6%

98.5%

97.7%

98.0%

20202021202220232024

Collected in full on time

•Cost of collecting milk increased due to rising Road

User Charges after the temporary reduction ended

in June 2023, partially offset by favourable

diesel prices

•Inflation impacted staff and vehicle maintenance

costs

•Use of data and analytics to monitor fuel efficiency

by tanker and driver enabled targeted training to

improve efficiency

•“Collected in full on time” (CIFOT) is the measure

of how well we have performed in collecting our

farmer owners’ milk within our planned collection

windows

•Performance has remained strong and stable

•The rollout of milk vat monitoring technology has

enhanced our planning and management of milk

collection

16,876

17,121

16,404

16,317

16,001

1,5171,539

1,4781,4801,471

20202021202220232024

Litres collected (million)kgMS collected (million)

1,4821,5031,4441,4441,437

30

31

30

33

31

5

5

4

3

3

20202021202220232024

FonterraDIRA Bulk LiquidOther Bulk Liquid

1,168
154

121

1,177

180

124

1,105

183

107

1,196

195

97

1,160

210

111

IngredientsFoodserviceConsumer

FY20FY21FY22FY23FY24

8.4%

8.4%

7.7%

6.5%

7.5%

Note: Data presented as sales by channel

10.7%

12.1%

13.1%13.1%

14.2%

80.9%

79.5%

79.2%

80.4%

78.3%

% milk solids sold

(kgMS millions)

IngredientsFoodserviceConsumer



•Higher proportion of solids allocated to Foodservice and Consumer to capture higher margins in these channels

•Increased allocation of solids in Foodservice was due to higher demand in Greater China, particularly UHT cream

•A higher proportion of Ingredients was sold in FY23 due to the additional inventory carried over from FY22

•Milk utilisation (the proportion of milk solids made into products)
improved due to favourable product mix and improved operational

performance

−Favourable product mix due to increased production of skim

and cream products that have lower processing losses

•Unplanned downtime has improved through implementing robust

maintenance strategies

−Strategic projects such as Run to Target have improved

manufacturing efficiencies, lifting performance and operational

efficiency through standardised activity across operations

96.4%96.4%

96.5%

96.3%

96.7%

20202021202220232024

94.0%

95.0%

94.5%

95.3%

95.8%

20202021202220232024

$58m $58m

$72m

$56m

$92m

20202021202220232024

6.9%

6.5%

6.4%

5.8%

5.0%

20202021202220232024

•Product made right first time measures the percentage of

products that pass grading tests immediately after manufacturing

−improved to 95.8% mainly due to process improvements

which includes efficiencies through Run to Target programme

•Cost of quality is one of our key measures of the effectiveness of

our manufacturing activity

−two events relating to a sensory matter and product discounts

which resulted in a $29m impact

($ million)
($/kgMS)

$2.53

$2.51

$2.49

$2.63

$2.58

$2.06

$2.11

$2.30

$2.62

$2.58

20202021202220232024

Inflation adjustedActual

Actual ($ million)

3,1283,2433,3973,883

3,789

Cumulative inflation

1

22.5%19.2%8.3%0.3%

Inflation adjusted ($ million)

3,8343,8643,6783,893

3,789

(kgMS million)

New Zealand

1,5171,5391,4781,480

1,471

1.Real costs have been calculated using CPI and inflation in manufacturing components

•Achieved a 2% reduction in FY24 in line with target

•Key drivers of reduction in FY24 include:

−procurement benefits for materials and inputs

−shift in the product mix to lower cost products

−efficiency gains through performance improvement programs partially

offsetting inflation and labour cost increases

•Core Operations manufacturing costs per kgMS is the efficiency component

of the Gross Profit from Core Operations metric – see slide 61

3,883

(221)48

51

28

3,789

FY23MaterialsLabourEnergy &

packaging

OtherFY24

2.62

$ / kgMS

0.14

0.04

2.58



0.04

0.02


$1.32
$1.29

$1.28

$1.35

$1.36

$1.09

$1.10

$1.17

$1.30

$1.36

20202021202220232024

Inflation adjustedActual

(m kgMS)

35 kgMS  $7m $0.02 /kgMS 

13 kgMS  $62m  $0.17 /kgMS 

14 kgMS  $25m  $0.25 /kgMS 

($m)

Operational expenses

1,7631,8101,8582,046

2,067

IT & Digital transformation

---2281

Total

1,7631,8101,8582,068

2,148

Compound CPI

21.3%17.5%9.5%3.3%

Inflation adjusted

2,139 2,127 2,034 2,136 2,148

(kgMS million)

New Zealand

1,5171,5391,4781,480

1,471

Australia

107106106106107

Total

1,6241,6451,5841,5861,578

•Cash opex savings achieved largely offset the impact of inflation (3.3%)

and product mix change to higher cost products

•Increase in total cash operating expenses reflect investment in IT and

digital transformation that is expensed, rather than capitalised

•Foodservice cash opex per kgMS increased by $0.17 per kgMS due to

increased selling and marketing, IT and staff costs to support business

growth. Gross profit increased by $0.65 per kgMS

•Consumer cash opex has reduced by $0.25 per kgMS, as increased

investment in selling and marketing resulted in a 9% lift in sales volumes

and a lift in gross profit of $0.34 per kgMS

Note: Data is a 12-month rolling average for continuing operations. Comparative information has been represented for consistency with the current period

($/kgMS)

17.8
18.0

20.1

21.4

19.1

10.32

10.22

11.99

12.32

11.72

20202021202220232024

21.0

21.1

23.4

26.0

23.0

12.16

12.00

13.98

14.96

14.11

20202021202220232024

(million MT)($ billion)($ billion)($ billion)

($ billion)($ billion)

1.Note: All figures are for the year ended 31 July. ‘Other’ not included in the charts and is the reconciliation difference in calculating EBIT from gross profit

4.1

4.1

3.9

4.0

3.5

1.73

1.76

1.68

1.74

1.63

20202021202220232024

2.5

2.3

2.5

2.8

2.5

1.44

1.33

1.47

1.61

1.51

20202021202220232024

3.2

3.1

3.3

4.6

3.9

1.83

1.78

1.99

2.64

2.39

20202021202220232024

1.1

1.0

1.0

2.2

1.5

0.66

0.54

0.58

1.27

0.94

20202021202220232024

Total Group $/kgMS

($ billion)

0.48

0.36

0.39

0.64

0.40

0.28

0.20

0.23

0.37

0.24

20202021202220232024

($ billion)

0.7

0.6

0.6

1.6

1.1

0.38

0.34

0.35

0.91

0.69

20202021202220232024

billion kgMS

Segments
2,218(463)

1,755(691)

363

1331,560(33)

1,527

FY23 Total Group

EBIT

Discontinued EBITFY23 Continuing

operations EBIT

Core OperationsGlobal MarketsGreater ChinaFY24 Continuing

operations EBIT

Discontinued EBITFY24 Total Group

EBIT

($ million)

Note: For the year ended 31 July

1. Net impact of impairments in Global Markets is $193m, with impairments of $5m in FY24 and $198m in FY23

Reflects the loss

on sale of DPA

Brazil in October

2023

Improvement in

Foodservice with

higher volumes

and better margins

Improvement in

Consumer channel,

including lower

impairments¹ in FY24

FY23 benefitted

significantly from

very favourable

price relativities

FY23 includes

the gain on sale

from Soprole

Ingredients
$657

Foodservice

$138

Consumer

$324

1,755(97)

(585)

25

25

166(53)

49

83

1921,560

FY23

Continuing

operations EBIT

VolumeMarginOperating

expenses

and other

VolumeMarginOperating

expenses

and other

VolumeMarginOperating

expenses

and other

FY24

Continuing

operations EBIT

•Significant shift in composition of operating earnings between channels compared to prior year:

─Ingredients earnings $657m lower, due to narrower price relativities impacting margins and allocation of milk to higher value channels

─Foodservice earnings up $138m, due to increased sales volumes and higher margins as product prices maintained while input costs were lower

─Consumer earnings up $324m, due to higher sales volumes and increased margins. Adjusting for net impairments of $213m (FY23, $244m and FY24, 31m), underlying operating

earnings improved $111m in FY24

($ million)

Note: For the year ended 31 July. Includes Core Operations attribution

29
(136)

58

(76)

116

61

72

(50)

-200

-100

0

100

200

300

400

500

600











Note: For the year ended 31 July. Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period

283

552

497

223

251

216

274

157

0

100

200

300

400

500

600

700

800

900

1000

41

95

107

82

208

134

109

12

0

100

200

300

400

500

600

700

800

900

1000

Note: Figures are for the year ended 31 July and do not include normalisations. All tables exclude other operating
income, net foreign exchange gains/(losses) and share of profit/loss on equity accounted investees

1.Soprole was classed as a discontinued operation in 2023. Consequently, 2020, 2021 and 2022 was re-presented

2.2023 channel view has been re-presented for consistency with the current period

3.Impairment of $1.65 per kgMS and $0.19 per kgMS in FY23 and FY24, respectively

4.Other not included in the tables and is the reconciliation difference in calculating EBIT from Gross Profit

1,240

816

946

1,755

1,560

0.76

0.50

0.61

1.08

0.97

20202021202220232024

($ million)$/kgMS

1,026

347

813

1,555

898

0.81

0.27

0.69

1.23

0.74

20202021202220232024

$ per kgMS soldFY20FY21FY22FY23FY24

Revenue

10.82 10.72 13.1113.7712.36

Gross profit

1.180.901.422.101.61

Opex

0.740.700.850.900.93

EBIT

4

0.810.270.691.230.74

kgMS sold

1,2651,2671,1851,2651,221

Revenue

13.7314.4816.2117.6617.60

Gross profit

2.773.342.433.424.08

Opex

1.771.721.931.952.14

EBIT

4

1.041.680.571.482.01

kgMS sold

195201204219230

203

338

117

325

463

1.04

1.68

0.57

1.48

2.01

20202021202220232024

11 131 16

(125)

199

0.06

0.76

0.10

(0.85)

1.23

20202021202220232024

Revenue

16.6518.27 19.66 22.3622.80

Gross profit

4.40 5.15 4.70 5.29 5.66

Opex

3

4.27 4.42 4.30 6.28 4.55

EBIT

4

0.06 0.760.10(0.85)1.23

kgMS sold

180172156148161

•EBIT per kgMS over the last 5 years reflects

the overall lift in earnings on lower total kgMS

•In FY24 the change in EBIT per kgMS reflects

the lower volumes and price relativities in

Ingredients, partially offset by improved

margins and volumes in Foodservice

and Consumer

•The higher Consumer opex per kgMS in FY23

reflects the impairments

Continuing operations
1,577

(336)

1,241

(195)

54

68

1,168

(40)

1,128

Lower debt and

cost of funding

Decrease in tax due to

lower earnings and

higher dividend payment

FY23

Total Group

profit after tax

Discontinued

operations

profit after tax

FY23

Continuing

operations

profit after tax

Operating

earnings

Net finance

costs

TaxFY24

Continuing

operations

profit after tax

Discontinued

operations

loss after tax

FY24

Total Group

profit after tax

95c EPS

($ million)

75c EPS

70c EPS

67c EPS

Note: For the year ended 31 July. Profit after tax presented in the graph includes profit attributable to non-controlling interests. EPS presented is for profit attributable to equity holders of the Co-operative

Operating earnings down $387m

after adjusting for $192m less

impairments in FY24

$73

50.2
45.7

44.8

39.4

32.7

44.2

38.5

42.4

28.8

24.0

3.3

2.7

3.2

1.3

1.2

20202021202220232024

85

92

98

91

89

20202021202220232024

S&P Global Ratings A-Stable outlook

Fitch RatingsAStable outlook

($ billion)

6.5

5.75.7

5.1

3.9

5.2

4.3

5.3

3.2

2.6

20202021202220232024

Average debtYear-end debt

Figures presented for the Total Group

Gearing ratio (%) – Year-endGearing ratio (%) – Average

Year-end Debt to EBITDA (x)

811
805

837

1,586

1,348

12,313

12,281

12,356

12,774

11,904

20202021202220232024

Total Group net operating profit after tax ($m)Average capital employed ($m)

Return on Capital

6.6%6.6%

6.8%

12.4%

11.3%

Note: Figures presented for the Total Group

1.Comparative information has been re-presented for consistency with the current period

2.Ingredients and Consumer channels include impairments in FY22, FY23 and FY24

•Return on capital of 11.3% significantly above the 5-year average and above

the FY24 target range of 8-9%

•Average capital employed reduced due to lower working capital and

divestments and associated capital return

²

 from 16.3%

 from 15.7%

²

 from (3.9)%

¹

($ million)

Average capital employed

7,5277,9907,480

Net operating profit after tax

6761,302765

Return on Capital (%)

9.0%16.3%10.2%

Average capital employed

1,649 1,7741,984

Net operating profit after tax

91 279388

Return on Capital (%)

5.5% 15.7%19.6%

Average capital employed

2,492 2,4772,386

Net operating profit after tax

(10) (96)162

Return on Capital (%)

(0.4)% (3.9)%6.8%

Oceania
•Fonterra Oceania

Oceania

•FBNZ and

Fonterra Australia

Foodservice

Oceania

•Fonterra Australia

Ingredients

Sri Lanka

Sri Lanka

Southeast Asia

•Indonesia

•Malaysia

•Philippines

•Singapore

•Thailand

•Vietnam

Greater China

•China

•Taiwan

•Hong Kong

Rest of the World

•Americas

•Middle East

•Africa

We are exploring divestment options for Consumer and associated businesses









 

Note: For the year ended 31 July, comparative is FY23. Prepared on a continuing operations basis

Comparative changes are to FY23, and excludes impairments

In preparing the In Scope and Out of Scope breakdowns, we have applied the same principles and assumptions used in our externally published channel and segment reporting.

They reflect existing transfer pricing arrangements and Core Operations is fully attributed to the Out of Scope businesses. These breakdowns are unaudited.

-
1,000

2,000

3,000

4,000

5,000

6,000

May-22May-23May-24

per kgMS

$8.22

USD/MT

2022/23 Season

Fonterra Reference Product shipment price

The range reflects:

•recent strengthening in GDT prices and constrained milk supply in key producing regions

•maintaining wide range given early stage of the season

Note: Refer to additional information for source data and date ranges

$7.83

2023/24 Season

Average Reference Product shipment price for the season

-
1,000

2,000

3,000

4,000

5,000

6,000

Jul-22Jan-23Jul-23Jan-24Jul-24

Fonterra Non-Reference shipment priceFonterra Reference shipment price

,

,

,

USD/MT

FY24

FY23

per share

Note: Refer to additional information for source data and date ranges

The range reflects:

•an expectation that underlying performance will be similar to last year. Consumer operating profit forecast to increase through improved margins; Ingredients and Foodservice

performance expected to be stable

•higher investment in IT & digital transformation and a higher tax expense, which will generate imputation credits

•In FY24, Fonterra exhausted its New Zealand tax losses that have been used to offset its tax payable to date
•From FY25, Fonterra expects to be paying tax in New Zealand and as a result generating imputation credits

•To enable all shareholders to receive imputation credits, Fonterra is changing how it treats supply backed shares for tax purposes:

-prior to FY25, dividends on supply backed shares were treated as a business expense paid by Fonterra to farmer suppliers. This tax deduction reduces the amount of tax

payable by Fonterra but means imputation credits are not able to be attached to supply back shares

-from FY25 onwards, dividends on supply backed shares will not be deducted for tax purposes by Fonterra. This change will increase the amount of tax payable by

Fonterra but means that imputation credits will be able to be attached to dividends on all Fonterra shares and available to offset tax payable by shareholders

•These tax changes are not expected to impact the operating performance of the business, that is, no impact is expected on EBIT

•Fonterra’s higher tax expense will correspondingly reduce the reported earnings per share, that is, profit after tax per share

•The imputation credits can be attached to dividends on all shares and will be available to be used to offset tax payable at the shareholder level

•The benefit of the imputation credits will also be passed through to the Fonterra Shareholders’ Fund, and thereby to unit holders

An illustrative example is presented on the following slide

Co-operative
Profit before tax1,0001,000

Tax (28%)-(280)

Profit after tax1,000720

Earnings per share100 cents72 cents

Imputation credits-28 cents

Dividend Payout ratio100%100%

Shareholder

Gross dividend100 cents100 cents

Imputation credits-28 cents

Cash dividend100 cents72 cents

Tax payable (28%)(28) cents(28) cents

Imputation credits28 cents

Net cash for shareholder72 cents72 cents*

Higher tax reduces profit after

tax and EPS

Gross dividend is assessable for

tax. It is the sum of cash

dividend and imputation credits

Imputation credits available to

be offset against tax payable

•This example makes simplifying assumptions to

illustrate the impact of paying more tax at the Co-

op and generating imputation credits

• The example assumes:

-there are 10,000 shares

-100% of profit after tax is paid as a cash

dividend and can fully impute the dividend

-Before FY25, tax losses offset all tax

payable at the Co-op

-FY25 onwards, the Co-op pays tax at 28%

-The shareholder has an effective tax rate of

28% and can use imputation credits to offset

tax payable

•An individual shareholder’s tax position may

result in a different outcome to this example

*Tax paying shareholder with 28% tax rate receives 72

cents in both cases

Before FY25, receives higher cash dividend but pays tax

FY25 onwards, receives lower cash dividend but can use

imputation credit to offset tax payable

Generated from tax paid by the

Co-op

No change in operating

performance

Note: Figures are for the year ended 31 July and do not include normalisations, unless otherwise stated
1. Total payout for ‘a fully shared up supplier’

3,160

3,137

3,340

4,599

3,888

20202021202220232024

($ million)

4,069

4,102

3,924

3,973

3,529

20202021202220232024

('000 MT)

21.0

21.1

23.4

26.0

23.0

20202021202220232024

($ billion)

2,475

2,344

2,455

2,799

2,468

20202021202220232024

($ million)

1,517

1,539

1,478

1,480

1,471

20202021202220232024

Million kgMS

$7.14$7.54$9.30$8.22$7.83

$0.05

$0.20

$0.20

$0.50

$0.55

20202021202220232024

Milk PriceDividend

$7.19

$7.74

$9.50

$8.72

$8.38

419
545

587

668

614

106

63

30

79

106

525

608

617

747

720

20202021202220232024

CapexOther

Note: Figures are for the year ended 31 July and do not include normalisations, unless otherwise stated

1. Gearing ratio is at 31 July

1,147

959

976

2,218

1,527

20202021202220232024

($ million)

879

952

991

1,881

1,593

20202021202220232024

($ million)

659

599

583

1,577

1,128

20202021202220232024

($ million)

398

588

591

1,329

1,194

20202021202220232024

($ million)

44%

39%

42%

29%

24%

3.3x

2.7x

3.2x

1.3x

1.2x

20202021202220232024

Gearing RatioDebt to EBITDA

1

Note: Figures are for the year ended 31 July and do not include normalisations
1.Comparative information has been re-presented for consistency with the current period

2.Working capital days are presented on a 13-month rolling average basis. Inventory has been restated to reflect the inclusion of emissions trading units which were previously held as intangible assets

6.66.6

6.8

12.4

11.3

20202021202220232024

(%)

1,828

1,417

(324)

3,650

1,583

20202021202220232024

($ million)

85

92

98

91

89

20202021202220232024

(Days)

43

36 36

95

67

20202021202220232024

(cents)

24

34

35

80

71

20202021202220232024

(cents)

∆∆∆
Sales volume ('000 MT)

3,973 3,529

(11)%

3,497

3,470

(1)%

476

59

(88)%

Sales volume (million kgMS)

1,631 1,613

(1)%

1,631

1,613

(1)%

-

-

-

Revenue

26,046

22,994

(12)%

24,580

22,822

(7)%

1,466

172

(88)%

Cost of goods sold

(21,447)

(19,106)

11%

(20,399)

(19,000)

7%

(1,048)

(106)

90%

Gross profit

4,599

3,888

(15)%

4,181

3,822

(9)%

418

66

(84)%

Gross margin (%)

17.7%

16.9%

17.0%

16.7%

28.5%

38.4%

Operating expenses

(2,799)

(2,468)

12%

(2,496)

(2,369)

5%

(303)

(99)

67%

Other

3

418

107

(74)%

70

107

53%

348

-

-

EBIT

2,218

1,527 (31)%

1,755

1,560 (11)%

463

(33)-

Net finance costs

(261)

(164)

37%

(211)

(157)

26%

(50)

(7)

86%

Tax expense

(380)

(235)38%

(303)

(235)22%

(77)

- -

Profit after tax

4

1,577

1,128

(28)%

1,241

1,168

(6)%

336

(40)

-

Earnings per share (cents)

9567(29)%75

70(7)%

20

(3)-

Normalisations

5

(248)66--

--

(248)

66-

Normalised profit after tax

1,3291,194(10)%1,241

1,168(6)%

88

26(70)%

Normalised EPS (cents)

8071(11)%75

70(7)%

5

1(80)%

1.Refer to note 1a and 2c of FY24 Financial Statements

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes amounts attributable to non-controlling interests

5.Normalisations in FY24 comprise of $(66)m in relation to the sale of DPA Brazil (FY23 comprises of $260m

gain on sale of Soprole, and $(12)m in relation to exiting our Hangu China farm)

1.Performance is prepared on a continuing operations basis. Comparative information has been re-presented for
consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees


Sales volume ('000 MT)

3,4973,470(1)%3,0713,028426442

Sales volume (million kgMS)

1,6311,613(1)%1,4881,481143132

Revenue

24,58022,822(7)%21,79120,2222,7892,600

Cost of goods sold

(20,399)(19,000)7%(17,941)(16,664)(2,458)(2,336)

Gross profit

4,1813,822(9)%3,8503,558331264

Operating expenses

(2,496)(2,369)5%(2,252)(2,109)(244)(260)

Other

3

7010753%6993114

EBIT

1,7551,560(11)%1,6671,5428818

Net finance costs and tax expense

(514)(392)24%(464)(356)(50)(36)

Profit after tax from continuing operations

1,2411,168(6)%1,2031,18638(18)

Profit after tax from discontinued operations

336(40)---336(40)

Gross margin

17.0%16.7%17.7%17.6%11.9%10.2%

EBIT margin

7.1%6.8%7.6%7.6%3.2%0.7%


1

Staff expenses²

962

9852%

Storage and distribution

263

2682%

Advertising and promotion

219

24010%

Information technology

198

2127%

IT & Digital transformation

22

81268%

Technical and professional

153

19829%

Depreciation & amortisation

180

1874%

Impairments

248

34(86)%

Other

251

164(35)%

Continuing operations operating

expenses

2,4962,369

(5)%

Discontinued operations operating

expenses

303

99(67)%

Total Group operating expenses

2,7992,468

(12)%

Note: For operating expenses by function, refer to note 3a of the 2024 Annual Financial Statements

1.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table due to rounding of figures

2.Staff expenses displayed do not align to reported staff expenses in Financial Statements due to additional breakdown of IT & Digital transformation displayed in the table


•Operating expenses from continuing operations decreased $127m

•Two significant changes in FY24 relative to FY23 were the lower level of

impairments and the increased investment in IT and Digital transformation:

-impairments were $214m lower in FY24; partially offset by

-investment in IT and Digital transformation increased $59m, supporting future

efficiencies and resilience of the enterprise systems

•Removing the impact of the changes in impairments and investment in IT &

Digital transformation, operating expenses from continuing operations increased

$28m, or 1.3%, with cost savings partially offsetting the impact of inflation

Changes included:

-staff expenses increased $23m, or 2%, due to inflationary pressures and

redundancies costs;

-advertising and promotion increased $21m and supported increased sales

through the higher margin Foodservice and Consumer channels;

-technical and professional fees increased $45m mainly related to upfront

costs of delivering future efficiencies and initiatives; and

-‘Other’ expenses were down $87m due to various savings initiatives and

lower doubtful debts. FY23 was higher than previous years and reflected

higher travel and in-person engagement costs following easing of COVID

restrictions

•Operating expenses for discontinued operations decreased $204m mainly due

to the inclusion of Soprole in FY23 but not in FY24

•Research and development costs table shows a $12m decrease, mainly due to

timing of expenses in FY24. These costs are included in both operating

expenses and cost of good sold


1

Total Group research and

development costs ($m)

119107(10)%

Staff expenses in cost of goods sold
1,0621,1171,1741,2671,350

Staff expenses in operating expenses

901880860963995

Total

1,9631,9972,0342,2302,345

Global milk solids collected (million kgMS)

1,6241,6451,5841,5861,578

Note: For operating expenses by function, refer to note 3a of the 2024 Annual Financial Statements

$1.47

$1.43

$1.41

$1.45

$1.49

$1.21

$1.21

$1.28

$1.41

$1.49

20202021202220232024

RealNominal

9,713

9,810

9,877

10,027

9,958

4,926

5,008

5,011

4,975

4,881

845

848

905

933

894

688

741

760

657

638

20202021202220232024

Core OperationsGlobal Markets

Group FunctionsGreater China

•The number of full time equivalent (FTE) employees has reduced as the

businesses continue to drive improved efficiencies and performance

•Total staff expenses have increased reflecting the impact of inflation

•Staff expenses per kgMS has increased reflecting the higher staff expenses

and lower kgMS collected

EBIT
1

2,218 1,527

Net finance costs

(261)(164)

Tax expense

(380)(235)

Reported profit after tax

1,577 1,128

Normalisation adjustments

2

(337)66

Tax on normalisation adjustments

89 -

Normalised profit after tax

1,329 1,194

Less: Profit attributable to non-controlling interests

(40)(54)

Normalisation adjustments attributable to non-controlling interests

- 3

Normalised profit after tax attributable to equity holder of the Co-operative

1,289 1,143

Normalised earnings per share (cents)

80 71

Final dividend per share (cents)

50 55

1.Includes continuing and discontinued operations

2.Refer to Non-GAAP Measures section in the Annual Report 2024

Other operating income
-349349--

Other operating expenses

(12)-(12)

(66)(66)

Profit before net finance costs and tax

(12)349337

(66)(66)

Net finance costs and tax

-(89)(89)

--

Profit after tax

(12)260248

(66)(66)

Profit attributable to non-controlling interests

---

(3)(3)

Profit after tax attributable to equity holders of the Co-operative

(12)260248

(69)(69)

Reported profit after tax1,5771,128
Less: Profit attributable to non-controlling interests(40)(54)

Reported profit after tax attributable to equity holders of the Co-operative1,5371,074

Reported earnings per share (cents)9567

Normalised profit after tax1,3291,194

Less: Profit attributable to non-controlling interests(40)(54)

Add: Normalisation adjustments attributable to non-controlling interests-3

Normalised profit after tax attributable to equity holder of the Co-operative 1,289

1,143

Normalised earnings per share (cents)

8071

Reported earnings¹
9567

Less: abnormal gains

(16)-

Net earnings for dividend payment²

7967

Dividend payment percentage (%) for Interim and Final

63%60%

Total dividend

5055

Interim dividend

1015

Final dividend

4025

Special dividend

-15

•Total dividend of 55 cents per share:

–Interim dividend of 15 cents,

–Final dividend of 25 cents

–Special dividend 15 cents

•The 40 cent dividend (Interim and Final) reflects a payout

ratio of 60%

•The FY24 15 cent special dividend reflects the higher

earnings over the last two years, and strengthened

balance sheet and our leverage metrics being well within

target levels

1.Attributable to equity holders of the Co-operative, excludes non-controlling interest

2.Represents net earnings as specified in the Dividend Policy and is calculated as reported profit after tax less abnormal gains

55

10

15

5

1515

40

25

15

20202021202220232024

InterimFinalSpecial

Total Group normalised EBIT
1,881

1,593

Finance income on long-term advances

11

14

Notional tax charge

(305)

(259)

Total Group normalised EBIT plus finance income on

long-term advances less notional tax charge

1,587

1,348

Capital employed at 31 July

11,121

10,912

Impact of seasonal capital employed

1,653

992

Average capital employed

12,774

11,904

Return on capital

12.4%11.3%

•FY24 return on capital of 11.3% significantly above the 5-

year average and above FY24 target range of 8-9%

•The change relative to FY23 reflects:

−lower after-tax earnings with the lower price relativities

only partially offset by improved margins in

Foodservice and Consumer and lower interest and

tax; and

−the lower earnings were partially offset by lower

average capital employed as a result of lower working

capital and divestments and the associated return

of capital

Note: Comparative information has been re-presented for consistency with the current period
Cash generated from operations​2,744​2,201​

Net change in working capital​774​112​

A. Net cash flows from operating activities​3,518​2,313​

Cash flows from investing activities​

Divestments and asset sales​841​11​

Capital expenditure and other​(709)​(741)​

B. Net cash flows from investing activities​132​(730)​

Free cash flow (A+B)3,6501,583

Dividends paid to equity holders of the Co-operative​(403)​(884)​

Capital return paid​-(804)​

Other financing cash flows​(273)​(236)​

Capital return payable accrual/reversal​(804)​804​

Other non-cash changes in net debt​(38)​139​

Decrease/(increase) in net debt2,132602

•Decrease in net debt of $0.6b reflects

continued strong operating earnings​,

disciplined capital expenditure and lower

working capital

•Free cash flow of $1.6b was $2.1b lower than

last year, which largely reflects

−underlying cash flows from earnings

decreasing by $0.5b,​

−a reduction in working capital cash flows

of $0.7b, and​

−a decrease in net cash from divestments

of $0.8b due to sale of Soprole in 2023

•The lower free cash flow in FY24 relative to FY23 reflects the lower cash earnings, change in working capital and less cash from divestments with FY23 including the sale
of Soprole. Further details are provided on the previous slide

•Year-end trade working capital (excluding suppliers’ payable) was down in FY24 with the main changes being:

−lower Receivables reflecting a reduction in days sales outstanding (DSO) with lower overdues and less sales on extended terms; and

−higher trade payables in offshore markets

•The volume of year-end inventory was down 25k MT, or 4%. The value at year-end was higher in FY24 due to the higher closing price per MT offsetting the lower volume

3,650(543)

(253)

(409)

(862)

1,583

FY23

free cash flow

EarningsSuppliers

payable

Trade and

other working

capital

Capex and

other

investing

FY24

free cash flow

($ million)

4.5

(0.2)

0.1

(0.3)

4.1

FY23ReceivablesInventoryPayablesFY24

($ billion)

Note: Comparative information has been re-presented for consistency with the current period

Note: Figures are for as at 31 July 2024
1.Includes undrawn facilities and commercialpaper. DCM is debt capital markets

2.Excludes commercial paper

3.Weighted average term to maturity (WATM)

¹

²

0.01.02.03.0

FY23

FY24

FY25

FY26

FY27

FY28

FY29

FY30

FY31

$ billion

WATM

3

: 3.0 years

Maturity Profile

0.01.02.03.0

FY23

FY24

FY25

FY26

FY27

FY28

FY29

FY30

FY31

$ billion

WATM

3

: 2.7 years

Maturity Profile

Undrawn

Facilities

$4.0bn

98%

Drawn Facilities

$0.08bn

2%

EUR DCM 8%

AUD DCM 8%

CNY DCM

3%

NZD DCM 3%

USD DCM 18%

Bank Facilities

60%

382
466

534

621

558

37

79

53

47

56

106

63

30

79

106

525

608

617

747

720

20202021202220232024

Other capital investedGrowth capital expenditure

Essential capital expenditure

249

285

281

333

291

14

36

54

51

54

15

26

78

85

40

104

119

121

152

173

382

466

534

621

558

20202021202220232024

Essential capital for other operationsDecarbonisation

WastewaterEssential capital for NZ operations

($ million)

($ million)

•Total Capital Invested was $720 million for the 2024 financial year, made up of capital expenditure of $614 million and other capital invested of $106 million

•Capital expenditure comprised $558 million of essential capital expenditure. This includes $40 million on decarbonisation projects to meet commitments to

sustainability, $54 million on wastewater assets to improve environmental footprint and $464 million on maintaining and improving our asset network in New Zealand

and globally

•$56 million was invested to supportbusinessgrowth for the Foodservice & Ingredients businesses, including capacity expansion for high value products such as

lactoferrin,probiotics and hydrolysates

•Our “Other capital invested” included our Ki Tua Equity Investment Fund, right-of-use assets and other equity investments

1.Comparative information has been re-presented for consistency with the current period

Waitoa
•Investment in biomass boiler to replace coal

Tirau

•Upgraded infrastructure to better

manage wastewater

Te Rapa

•Milk powder product transfer improvements

Hautapu

•Upgraded infrastructure to better manage

wastewater

•Change from R22 based refrigeration to a

sustainable alternative

Lichfield

•Upgrade refrigeration plant to improve

performance

Whareroa

•Improved milk powder

manufacturing and process to

reduce losses and manage

product quality risk

Stirling

•Invested in biomass boiler to replace coal

Edendale

•Investment in electrode boiler to replace coal

Sites displayed are not a full representation of all Fonterra factories

•Milk tanker replacements annual

program

•Farm vats replacements annual

program

•National distribution centers

equipment replacements annual

program

2.81

2.83

2.87

2.89

2.92

1

2

3

4

5

20202021202220232024

•Ongoing review and assessment of

asset condition and risk profile, with

targeted investment to improve

condition and manage risk

•Implementing robust maintenance

strategies with an emphasis on

quality of execution to ensure

regulatory compliance, and improve

asset stability and performance

1.Asset health indicates the assessed condition of our manufacturing assets on a scale of 1 – 5, with 1 indicating the asset is in the best condition possible

1,041
411

1,026

445

994

425

973

446

977

433

FY20FY21FY22FY23FY24

71.7%

69.7%

70.1%

68.6%

69.3%

28.3%

30.3%

29.9%

31.4%

30.7%

Reference Products

Non-Reference Products

% milk solids manufactured

(kgMS millions)

•Materially less milk was allocated to Reference portfolio in 2023 due to high whole milk

powder inventory levels and strong domestic milk production in China. 2024 allocation is a

return to a more gradual reduction in Reference portfolio allocation

•Long-term trend remains positive, allocating a greater proportion of milk solids to higher

value products in the Non-Reference portfolio

•Lower milk collections over the past 5 years has meant total milk solids processed within

the Non-Reference portfolio is relatively flat, despite the increased proportion of solids

allocated

6.8%
6.6%

6.5%

6.7%

6.9%

4.7%

5.1%

5.3%

5.2%

4.7%

4.1%

5.1%

5.2%

5.2%

6.2%

24.7%

23.0%

24.0%

25.6%

24.8%

7.7%

6.5%

7.2%

8.5%

9.1%

38.4%

39.5%

38.1%

33.7%

34.5%

•FY23 and FY24 production significantly lower than prior years due to a conscious product mix decision to

allocate away from WMP into product streams with higher value and more stable demand

•Overall, WMP demand growth has remained relatively stable over the last 3 years and the outlook

remains similar

•Strong demand for cream in the Greater China Foodservice business, particularly UHT cream, has driven

an increase in solids allocated to Non-Reference cream

•Reduced allocation of cheese due to the value of these portfolios reduces relative to the WMP and cream

portfolios, and that have experienced better pricing during the year

•Strong demand relative to supply inside the US & EU have pushed prices higher in the regions with

expectations for export demand to shift the way of Oceania, presenting a positive outlook for Oceania

prices as we move past peak supply months

•Held inventory going into the financial year. Production of casein is expected to remain at similar levels

and near-term demand sentiment remains positive

Reference Products

Non-Reference Products

(kgMS millions)

10.9%

11.4%

11.2%

12.3%

11.3%

% milk solids manufactured

Note: Excludes Butter Milk Powder, and other smaller Non-Reference commodity groups

557

112

359

159

60

68

98

581

96

338

168

75

75

98

541

102

340

159

73

75

92

478

120

363

175

74

74

95

487

128

349

159

88

66

98

Whole Milk PowderSkim Milk PowderCream

(Butter and AMF)

CheeseCream (other)CaseinOther Proteins

FY20FY21FY22FY23FY24


Sales volume ('000 MT)

2,319 2,234 (4)%2,191 2,119 1,732 1,690 632 579 (2,236)(2,154)

Sales volume (million kgMS)

1,265 1,221 (3)%1,260 1,217 943 927 332 298 (1,270)(1,221)

Revenue

17,416 15,087 (13)%15,692 13,355 13,516 11,648 4,460 3,598 (16,252)(13,514)

Cost of goods sold

(14,765)(13,118)11%(14,207)(12,563)(12,584)(10,708)(4,226)(3,361)16,252 13,514

Gross profit

2,651 1,969 (26)%1,485 792 932 940 234 237 --

Operating expenses

(1,143)(1,141)-(678)(655)(403)(408)(62)(78)--

Other

3

47 70 49%16 28 31 41 - 1 --

EBIT

4

1,555 898 (42)%823 165 560 573 172 160 --

Net finance costs and tax expense

(409)(230)44%(221)(87)(149)(111)(39)(32)--

Profit after tax

1,146 668 (42)%602 78 411 462 133 128 --

Gross margin

15.2%13.1%9.5%5.9%6.9%8.1%5.2%6.6%--

EBIT margin

8.9%6.0%5.2%1.2%4.1%4.9%3.9%4.4%--

1.Ingredients performance is prepared on a continuing operations basis and includes sales to other segments.

Comparative information has been re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Core Operations, Global Markets and Greater China of $229m, $133m,

$69m and $27m ($138m, $79m, $43m and $16m for the comparative period), respectively.

1,555(658)
(43)

54(10)

898

FY23

EBIT

Core

Operations

VolumeMarginOperating

expenses and

other

FY24

EBIT

EBIT ($ million)

Within the regions

283

552

497

223

251

216

274

157

13.9%

16.4%

17.6%

12.5%

16.2%

11.9%

13.7%

11.3%

-80.0%

-70.0%

-60.0%

-50.0%

-40.0%

-30.0%

-20.0%

-10.0%

0.0%

10. 0%

20. 0%

0

100

200

300

400

500

600

700

800

900

1000

FY23 Q1FY23 Q2FY23 Q3FY23 Q4FY24 Q1FY24 Q2FY24 Q3FY24 Q4

EBIT ($ million)Gross margin (%)

FY24

•Ingredients EBIT is down $657m, mainly due to:

–lower margins achieved in Core Operations reflecting product prices declining at a

higher rate for the Non-Reference portfolio relative to the Reference portfolio

–the FY24 lactose price declining. As a result, the benefit to Core Operations of

relatively higher lactose costs in the Milk Price calculation (due to requiring more

lactose for standardisation of WMP, SMP and BMP) has significantly reduced

–lower volumes within the regions due to providing less volume to the ONIL tender in

Middle East and Africa and cream and Whole Milk Powder to China. This was partially

offset by higher volumes of Skim Milk Powder to Atlantic and proteins to North Asia

•Gross margins tightened in the second half of FY24 reflecting the increase in the price of

Reference Products relative to Non-Reference prices

•Higher margins within the regions, mainly due to improved demand for MPC in the US

and cheese and proteins in Latin America partially offset by higher Australia milk price

Note: Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period

(‘000 MT)
Reference Products1,7821,744

(2)%

Non-Reference Products883891

1%

(NZD)

Reference Products ($ billion) 11.110.1

(9)%

Non-Reference products ($ billion) 7.16.4

(10)%

Reference Products ($ per MT) 6,2575,764

(8)%

Non-Reference products ($ per MT) 8,0897,145

(12)%

(NZD)

Reference Products ($ billion) 8.47.5

(11)%

Non-Reference Products ($ billion) 3.53.3

(6)%

Reference Products ($ per MT)4,6964,313

(8)%

Non-Reference Products ($ per MT)3,9743,693

(7)%

Note: Table includes Ingredients’ products that are on-sold to the Foodservice and Consumer channels and excludes bulk liquid milk. Bulk liquid milk for 2024 was 71,000 MT of kgMS equivalent (for the comparative period it was

73,000 MT of kgMS equivalent). Milk solids used in the Reference Products sold were 962 million kgMS and 458 million kgMS in the Non-Reference Products (for the comparative period 1,004 million kgMS in Reference Products and

442 million kgMS in Non-Reference Products)

•Sales volume 30,000 MT lower due to:

–38,000 MT less of Reference products due to lower milk

collections and less inventory sell down relative to prior year

–8,000 MT increase in higher value Non-Reference due to

increased allocation of milk solids

•Product prices in the Non-Reference portfolio have declined from

the highs of FY23 across most product groups, and by more,

relative to the Reference portfolio, due to cream prices increasing in

the reference portfolio

•Non-Reference portfolio cost of milk did not decline as much as the

Reference Portfolio

–The cream products in the Non-Reference portfolio are

manufactured and sold on a shorter timeframe due to their

shorter shelf life, therefore, they get expensed at a more current

milk cost

–The cost of fat, which is the primary component of the milk cost

in cream products, has increased significantly over the past

12 months


Sales volume ('000 MT)

546 564 3%334 354 280 281 274 292 (342)(363)

Sales volume (million kgMS)

219 230 5%156 174 98 96 124 137 (159)(177)

Revenue

3,865 4,057 5%1,994 2,213 1,845 1,805 2,236 2,377 (2,210)(2,338)

Cost of goods sold

(3,116)(3,117)-(1,908)(2,148)(1,582)(1,463)(1,836)(1,844)2,210 2,338

Gross profit

749 940 26%86 65 263 342 400 533 --

Operating expenses

(427)(494)(16)%(89)(93)(201)(231)(137)(170)--

Other

3

3 17 467%- 6 3 11 - - --

EBIT

4

325 463 42%(3)(22)65 122 263 363 --

Net finance costs and tax expense

(92)(98)(7)%(9)(8)(23)(26)(60)(64)--

Profit after tax

233 365 57%(12)(30)42 96 203 299 --

Gross margin

19.4%23.2%4.3%2.9%14.3%18.9%17.9%22.4%--

EBIT margin

8.4%11.4%(0.2)%(1.0)%3.5%6.8%11.8%15.3%--

1.Foodservice performance is prepared on a continuing operations basis and includes sales to other segments.

Comparative information has been re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Core Operations, Global Markets and Greater China of $57m, $8m, $23m

and $26m ($58m, $36m, $5m and $17m for the comparative period), respectively.

FY24
EBIT ($ million)

Within the regions

41

95

107

82

208

134

109

12

14.4%

19.3%

21.7%

22.0%

29.4%

23.3%

23.5%

16.0%

-80.0%

-60.0%

-40.0%

-20.0%

0.0%

20. 0%

40. 0%

0

100

200

300

400

500

600

700

800

900

1000

FY23 Q1FY23 Q2FY23 Q3FY23 Q4FY24 Q1FY24 Q2FY24 Q3FY24 Q4

EBIT ($ million)Gross margin (%)

•Foodservice EBIT is up $138m, due to:

–reduced margins within Core Operations as the rise in milk component costs during

the second half outpaced the transfer price to in-market business units

–sales volume growth of 3%, mainly driven by UHT cream sales in Greater China

–favourable in-market margins predominately driven by the lower cost of milk, as well

as the benefit from higher in-market pricing particularly in our Southeast Asia

markets

•Lower cost of milk during the first half of FY24, coupled with favourable pricing resulted

in a strong FY24 gross margin and EBIT relative to FY23

•Gross margins tightened in the second half of FY24 due to a combination of lower

prices achieved in-market and higher cost of goods sold as cost of milk increased

•As expected, gross margins tightened further in the final quarter of FY24 reflecting the

increasing price of Reference Products

•Following strong sales volumes in H1, H2 volumes reflect historical averages

Note: Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period

325(19)

27

185(55)

463

FY23 EBITCore

Operations

VolumeMarginOperating

expenses and

other

FY24 EBIT


Sales volume ('000 MT)

632 672 6%259 268 563 606 72 73 (262)(275)

Sales volume (million kgMS)

148 161 9%108 113 135 149 13 14 (108)(115)

Revenue

3,299 3,678 11%1,456 1,409 3,040 3,365 376 394 (1,573)(1,490)

Cost of goods sold

(2,518)(2,765)(10)%(1,398)(1,363)(2,399)(2,604)(294)(288)1,573 1,490

Gross profit

781 913 17%58 46 641 761 82 106 --

Operating expenses

(926)(734)21%(73)(78)(706)(529)(147)(127)--

Other

3

20 20 -1 4 19 15 - 1 --

EBIT

4

(125)199 -(14)(28)(46)247 (65)(20)--

Net finance costs and tax expense

(13)(64)(392)%(4)(2)(22)(67)13 5 --

Profit after tax

(138)135 -(18)(30)(68)180 (52)(15)--

Gross margin

23.7%24.8%4.0%3.3%21.1%22.6%21.8%26.9%--

EBIT margin

(3.8)%5.4%(1.0)%(2.0)%(1.5)%7.3%(17.3)%(5.1)%--

1.Consumer performance is prepared on a continuing operations basis and includes sales to other segments.

Comparative information has been re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Core Operations, Global Markets and Greater China of $67m, $17m, $42m

and $8m ($64m, $33m, $24m and $7m for the comparative period), respectively.

(125)
(14)50

94

194199

FY23 EBITCore

Operations

VolumeMarginOperating

expenses and

other

FY24 EBIT

EBIT ($ million)

Within the regions

•Consumer EBIT increased $324m, due to:

–sales volume growth of 6%, with continued demand in Sri Lanka for consumer

powders, and FBNZ demand increasing as competitors exit the mainstream yoghurt

category and tourism returned in the Pacific

–improved product mix and favourable pricing across most regions

–lower operating expenses due to $213m less impairments in FY24

•Adjusting for impairments, Consumer EBIT increased by $111m

•Lower cost of milk during FY24 Q1, coupled with favourable pricing meant a strong

FY24 Q1 gross margin and EBIT relative to FY23

•FY24 Q2 gross margins tightened relative to Q1 due to a combination of lower in-

market prices and higher cost of milk

•FY24 Q3 gross margins increased due to an improved product mix with more premium

products sold compared to Q2

•As expected, gross margins tightened in the final quarter of FY24 reflecting increasing

price of Reference Products

Note: Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period

29

(136)

58

(76)

116

61

72

(50)

23.8%

21.2%

25.8%

24.0%

28.8%

25.2%

26.5%

18.5%

-70.0%

-50.0%

-30.0%

-10.0%

10. 0%

30. 0%

-200

-100

0

100

200

300

400

500

600

FY23 Q1FY23 Q2FY23 Q3FY23 Q4FY24 Q1FY24 Q2FY24 Q3FY24 Q4

EBIT ($ million)Gross margin (%)

FY24


Sales volume ('000 MT)

2,784 2,741 (2)%2,191 2,119 334 354 259 268

Sales volume (million kgMS)

1,524 1,504 (1)%1,260 1,217 156 174 108 113

Revenue

19,142 16,977 (11)%15,692 13,355 1,994 2,213 1,456 1,409

Cost of goods sold

(17,513)(16,074)8%(14,207)(12,563)(1,908)(2,148)(1,398)(1,363)

Gross profit

1,629 903 (45)%1,485 792 86 65 58 46

Operating expenses

(840)(826)2%(678)(655)(89)(93)(73)(78)

Other

3

17 38 124%16 28 - 6 1 4

EBIT

4

806 115 (86)%823 165 (3)(22)(14)(28)

Net finance costs and tax expense

(234)(97)59%(221)(87)(9)(8)(4)(2)

Profit after tax

57218(97)%60278(12)(30)(18)(30)

Gross margin8.5%5.3%9.5%5.9%4.3%2.9%4.0%3.3%

EBIT margin4.2%0.7%5.2%1.2%(0.2)%(1.0)%(1.0)%(2.0)%

1.Core Operations performance is prepared on a continuing operations basis and includes sales to other

segments. Comparative information has been re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Ingredients, Foodservice and Consumer of $158m, $133m, $8m and $17m

($148m, $79m, $36m and $33m for the comparative period), respectively.

$/kgMS
$7.64

$7.52

$9.42

$9.21

$8.12

$9.27

$8.83

$10.32

$9.51

$8.12

20202021202220232024

ActualInflation adjusted

Actual ($ million)

11,16811,54813,26614,019

12,189

Compound CPI %

21.3%17.5%9.5%3.3%

Inflation adjusted ($ million)

13,55113,56814,52614,482

12,189

Core Operations sales (kgMS)

1,4611,5361,4081,523

1,501

•The gross profit from Core Operations per kgMS is calculated by

dividing the gross profit from Core Operations (excluding Farm

Source and cost of milk) by kgMS of Core Operations’ sales

•This measure of ‘gross profit’ is effectively equivalent to revenue

less the manufacturing and other costs included in COGS (as

milk cost is excluded). Therefore, the change year-on-year

reflects the change in the combination of:

-commodity prices (reflected in Revenue per kgMS); and

-manufacturing performance (reflected in Manufacturing

costs per kgMS)

-‘Other’ including net recoveries, non-cash costs and COO

farm returns.

•The chart below illustrates that almost all of the change from

FY23 to FY24 is due to the change in commodity prices and a

small improvement in Manufacturing costs per kgMS

•When evaluating the efficiency metrics, the change in

Manufacturing cost per kgMS is shown separately – see slide 15

9.21(1.19)

0.04

0.068.12

FY23 GP

per kgMS

RevenueManufacturing

cash costs

OtherFY24 GP

per kgMS

Note: Figures are prepared on a continuing operations basis.
1.Percentages as shown in table may not align to the calculation of percentages based on numbers in the

table due to rounding of figures

2.Consists of other operating income and net foreign exchange gains/(losses)

∆¹

Sales volume (‘000 MT)

379384

1%

Sales volume (million kgMS)

139135

(3)%

Revenue

2,5312,457

(3)%

Cost of goods sold

(2,237)(2,188)

2%

Gross profit ($)

294269

(9)%

Gross margin (%)

11.6%10.9%

-

Operating expenses ($)

(219)(198)

10%

Other² ($)

-8

-

EBIT ($)

7579

5%

Net finance costs and tax expense

(52)(49)

6%

Profit after tax ($)

2330

30%

•Gross profit was down reflecting the higher milk price and particularly its impact

on Ingredients, partially offset by the continued strong performance in Consumer

and Foodservice

•Revenue was down 3% due to channel mix and lower commodity prices

•Breaking down by channel:

-Consumer revenue increased by 10% year-on-year, with sales volume

increasing by 5.4% (MT) and 7.6% (kgMS), respectively

-Foodservice maintained gross profit levels, up 0.4%, in a challenging market

due to increases in inflation and less people eating out of home

-Ingredients margins were adversely impacted due to the disconnect between

global commodity prices and domestic Australian milk price through the year

•EBIT increased by 5% to $79 million due to sales volume increases and a

reduction in one-off costs in operating expenses

•In FY23, operating expenses included the $27m impact of the class action

settlement agreement with Fonterra Australia milk suppliers in relation to milk

price in the 2015/16 season

•Focused on production efficiency at manufacturing sites throughout the year. For

example, Overall Equipment Effectiveness (OEE) increased by 9% in FY24 at the

Cobden site (South West Victoria), which produces our Western Star range

of products

•Investment in automation at manufacturing sites across Victoria and Tasmania

reduced manual handling and improved efficiency

•Energy-saving initiatives delivered a 9% reduction in gas consumption in FY24

1,389
1,366

1,360

1,365

1,359

108

106106106

107

20202021202220232024

Litres (million) collectedMilk Solids Collected (kgMS)

15.8%

15.4%

15.9%

16.7%

16.2%

•Stable Australian milk collection market share and milk collection volume

throughout the year

•Optimised volumes of milk collected to meet the accurate level of demand,

while managing the volatility in the global commodity prices

•Continued to provide additional value to dairy farmers in Australia through

Fonterra’s Farm Source model

•Focused attention on supporting farmers to understand the benefits of

operating sustainably, with more than 50% now completing Farm

Environment Plans

Fonterra Australia milk collection market share %

26.0%

27.3%

27.5%27.5%

27.2%

12.0%

11.5%

12.0%

13.7%

13.3%

6.5%

6.8%6.8%

6.7%

7.0%

20202021202220232024

Western StarBegaPerfect Italiano

(by value market share

1

)

•Fonterra held the #1 position for volume and value in key branded consumer

products throughout FY24

•43% of Australian households buy Western Star, with a pack sold every

second across the country

•Bega cheese is the #1 branded cheese in Australia, followed by Perfect

Italiano at #2

1.Nielsen RMS, Total AU grocery scan MAT Aug-20 to MAT Aug-23. Comparative information has been re-presented for consistency with the current period


Sales volume ('000 MT)

2,575 2,577 -1,732 1,690 280 281 563 606

Sales volume (million kgMS)

1,176 1,172 -943 927 98 96 135 149

Revenue

18,401 16,818 (9)%13,516 11,648 1,845 1,805 3,040 3,365

Cost of goods sold

(16,565)(14,775)11%(12,584)(10,708)(1,582)(1,463)(2,399)(2,604)

Gross profit

1,836 2,043 11%932 940 263 342 641 761

Operating expenses

(1,310)(1,168)11%(403)(408)(201)(231)(706)(529)

Other

3

53 67 26%31 41 3 11 19 15

EBIT

4

579 942 63%560 573 65 122 (46)247

Net finance costs and tax expense

(194)(204)(5)%(149)(111)(23)(26)(22)(67)

Profit after tax

385 738 92%411 462 42 96 (68)180

Gross margin

10.0%12.1%6.9%8.1%14.3%18.9%21.1%22.6%

EBIT margin

3.1%5.6%4.1%4.9%3.5%6.8%(1.5)%7.3%

1.Global Markets performance is prepared on a continuing operations basis and includes sales to other

segments. Comparative information has been re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Ingredients, Foodservice and Consumer of $134m, $69m, $23m and $42m

($72m, $43m, $5m and $24m for the comparative period), respectively.


Sales volume ('000 MT)

978944(3)%6325792742927273

Sales volume (million kgMS)

469449(4)%3322981241371314

Revenue

7,0726,369(10)%4,4603,5982,2362,377376394

Cost of goods sold

(6,356)(5,493)14%(4,226)(3,361)(1,836)(1,844)(294)(288)

Gross profit

71687622%23423740053382106

Operating expenses

(346)(375)(8)%(62)(78)(137)(170)(147)(127)

Other

3

-2--1---1

EBIT

4

37050336%172160263363(65)(20)

Net finance costs and tax expense

(86)(91)(6)%(39)(32)(60)(64)135

Profit after tax

28441245%133128203299(52)(15)

Gross margin

10.1%13.8%5.2%6.6%17.9%22.4%21.8%26.9%

EBIT margin

5.2%7.9%3.9%4.4%11.8%15.3%(17.3)%(5.1)%

1.Greater China performance is prepared on a continuing operations basis and includes sales to other segments.

Comparative information has been re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Ingredients, Foodservice and Consumer of $61m, $27m, $26m and $8m

($40m, $16m, $17m and $7m for the comparative period), respectively.


Sales volume ('000 MT)

2,517 2,526 -1,686 1,655 272 272 559 599

Sales volume (million kgMS)

1,162 1,164 -933 923 95 93 134 148

Revenue

17,926 16,665 (7)%13,218 11,628 1,758 1,737 2,950 3,300

Cost of goods sold

(14,911)(13,978)6%(11,176)(10,142)(1,486)(1,353)(2,249)(2,483)

Gross profit

3,015 2,687 (11)%2,042 1,486 272 384 701 817

Operating expenses

(1,882)(1,741)7%(904)(898)(221)(254)(757)(589)

Other

3

63 89 41%40 59 3 12 20 18

EBIT

4

1,196 1,035 (13)%1,178 647 54 142 (36)246

Net finance costs and tax expense

(366)(276)25%(312)(171)(24)(33)(30)(72)

Profit after tax

830 759 (9)%866 476 30 109 (66)174

Gross margin

16.8%16.1%15.4%12.8%15.5%22.1%23.8%24.8%

EBIT margin

6.7%6.2%8.9%5.6%3.1%8.2%(1.2)%7.5%

1.Global Markets performance is prepared on a continuing operations basis. Comparative information has been

re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Ingredients, Foodservice and Consumer of $238m, $146m, $29m and $63m

($163m, $95m, $17m and $51m for the comparative period), respectively.


Sales volume ('000 MT)980 944 (4)%

633579 274 292 73 73

Sales volume (million kgMS)469 449 (4)%

332 298 124 137 13 14

Revenue6,654 6,157 (7)%

4,198 3,459 2,107 2,320 349 378

Cost of goods sold(5,488)(5,022)8%

(3,589)(2,976)(1,630)(1,764)(269)(282)

Gross profit 1,166 1,135 (3)%

609 483 477 556 80 96

Operating expenses(614)(628)(2)%

(239)(243)(206)(240)(169)(145)

Other

3

7 18 157%

7 11 - 5 - 2

EBIT

4

559 525 (6)%

377 251 271 321 (89)(47)

Net finance costs and tax expense(148)(116)22%

(97)(59)(68)(65)17 8

Profit after tax411 409 -

280 192 203 256 (72)(39)

Gross margin17.5%18.4%

14.5%14.0%22.6%24.0%22.9%25.4%

EBIT margin8.4%8.5%

9.0%7.3%12.9%13.8%(25.5)%(12.4)%

1.Greater China performance is prepared on a continuing operations basis. Comparative information has been

re-presented for consistency with the current period

2.Percentages as shown in table may not align to the calculation of percentages based on numbers in the table

due to rounding of figures

3.Consists of other operating income, net foreign exchange gains/(losses) and share of profit or loss of equity

accounted investees

4.Includes corporate costs for Total, Ingredients, Foodservice and Consumer of $114m, $68m, $39m and $7m

($95m, $41m, $43m and $11m for the comparative period), respectively.


¹

Sales volume ('000 MT)47659 (88)%

1

-

224

59

251

-

Sales volume (million kgMS)---

-

-

-

-

-

-

Revenue

1466

172 (88)%

15

-

599

172

852

-

Cost of goods sold

(1,048)

(106)90%

(27)

-

(405)

(106)

(616)

-

Gross profit

418

66(84)%

(12)

-

194

66

236

-

Operating expenses

(303)

(99)67%

(12)

-

(137)

(99)

(154)

-

Other

3

348

--

(1)

-

-

-

349

-

EBIT

463

(33)-

(25)

-

57

(33)

431

-

Net finance costs and tax expense

(127)

(7)94%

-

-----

Profit after tax

336

(40) -(25)-16(40) 345-

Gross margin28.5%38.4%(80.0)%-32.4%38.4%27.7%-

EBIT margin31.6%(19.2)%(166.7)%-9.5%(19.2)%50.6%-

1.Percentages as shown in the table may not align to calculations of percentages based on numbers in the table

due to rounding of figures.

2.Consists of other operating income and net foreign exchange gains/(losses)

3.Depreciation is not recognised in discontinued operations from the date at which the operations are classified

as held for sale

As at 31 July 2024, the Co-operative was within the specified thresholds for all three Flexible Shareholding metrics
•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

Note: Movements are compared to figures as at 31 July 2023, the first publication of Flexible Shareholding metrics in the 2023 Business Performance Report

 from 12.22%

No change

 from 9.23%

Supplying Shareholders
1,329,997,79782.65%

Secondary Shareholders

3,196,4850.20%

Associated Shareholders

1,514,1500.09%

Ceased Shareholders

144,441,9028.98%

Permitted Transferees

19,609,5111.22%

Custodian shares, on behalf of the Fund

107,410,9846.67%

Custodian shares, on behalf of the Market Makers

3,019,7260.19%

Total shares on Issue1,609,190,555100.00%

To be bought

4,673,9074,846,8915,091,7894,647,6013,632,1261,819,316

-

To be sold

4,092,502-22,81845,381755,875-

-

To be bought- - - - - -

24,711,629

To be sold- - - - -

158,881,103

163,797,679

Note:
•Shareholding farms presented exclude Ceased Shareholders, Permitted Transferees, Associated

Shareholders, shareholding farms over 4x the Share Standard and includes entering supply shareholders

•Shareholdings can be less than 33% of Share Standard, under Flexible Shareholding new supplying entities

have six years to reach 33% of Share Standard

1.Milk Supply is derived from each shareholding farm’s Share Standard

# of shareholding farms

5621,0335,1371,4268,158

Milk Supply

1

(kgMS)

101,180,361201,632,511949,852,792171,735,5121,424,401,176

-

50

100

150

200

250

Number of Shareholding Farms

Percentage of Shares Held Relative to Share Standard

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%

-

5

10

15

20

25

30

35

40

45

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)

Serious harm
8534

Genderdiversity(Band12+)

37.6%39.5%40.1%40.0%

CultureMeasure

–7979–¹

GHGemissions(Scope1,2)²

(11.2)%(14.1)%(18.5)%(15.6)%

FEPadoption(NewZealand)

71%85%93%92%

WaterImprovementPlansinplace

–44.0%100%100.0%

ShareofNewZealandmilkcollectedfortheseasonto31May79.1%79.0%78.1%79.0%

Delivered infull,ontime(DIFOT,ex-NewZealand)51.6%53.2%70.8%80.0%

CashoperatingexpensesperkgMS(real)³1.391.441.461.37

CoreOperationsgrossprofitperkgMS(real)⁴

10.329.518.128.52

Returnoncapital(FY)6.8%12.4%11.3%8.0%-9.0%

FarmgateMilkPrice($)$9.30$8.22$7.83

$7.25-$8.75⁵

Total shareholder return

(closing share price plus dividend)

$2.73

$0.20

$3.20

$1.00⁶

$2.97⁷

$0.55

NotAvailable

On-farmprofitability($perhectare)⁸

4,1503,017NotAvailableNotAvailable

1.NotargetsetforFY24.

2.RelativetoFY18Baseline.Scope1&2includingfarmsunderouroperationalcontrol.

3.Based on New Zealand milk solids.

4.Excludes the cost of milk. Based on New Zealand milk solids.

5.FY24 Scorecard reflects opening forecast price for F24 season.

6.Includes50-centpersharecapitalreturn.

7.FCG closing share price on 31 July 2024.

8.DairyNZEconomicSurvey2022-2023(Owner-Operator).

Serious harm¹181612
Percentage of Health, Safety and Wellbeing priority actions fully completed by duedate76%77%95%

Culture Measure797981

GHGemissions(Scope1,2)²(14.1)%(18.5)%(21.1)%

Absolute water reduction across manufacturing sites (15% by FY30)²(6.7)%(12.4)%(13.1)%

ShareofNewZealandmilkcollectedfortheseasonto31May79.0%78.1%78%

Delivered infull,ontime(DIFOT,ex-NewZealand)53.2%70.8%80%

CashoperatingexpensesperkgMS(real)³1.351.361.43

Core Operations manufacturing cash costs perkgMS(real)⁴

2.632.582.57

Returnoncapital(FY)12.4%11.3%8%-10%

FarmgateMilkPrice($)$8.22$7.83$7.75-$9.25

Total shareholder return

(12-month Value Weighted Average Price of Fonterra Co-operative Unit plus dividend)⁵

$2.82

$1.00

$2.58

$0.55

Not Available

On-farmprofitability($perhectare)⁶

3,017NotAvailableNot Available

1.A broader definition, which also includes Contractors, has been adopted for FY25 resulting in an increased

number of injuries captured under the revised definition.

2.RelativetoFY18Baseline.Scope1&2including farmsunderouroperationalcontrol.

3.Based on New Zealand and Australia milk solids. FY25 includes IT and digital transformationcosts.

4.Based on New Zealand milk solids collected. Excludesthecostofmilk.

5.Value Weighted Average Price (VWAP) for the period 1 October to 30 September. As an indicator for FY25, VWAP for

the 12months to 31 August 2024 was $2.58. FY23 dividend includes 50-cent per share capital return.

6.DairyNZEconomic Survey 2022-2023(Owner-Operator).

•Dairy Production and Imports
–12-month production

▪NZ, US (Aug 2023 to Aug 2024) DCANZ, USDA

▪EU, Aus (Jun 2023 to Jun 2024) Eurostat, Dairy Australia

─3-month production

▪NZ, US (Jun 2023 – Aug 2023 to Jun 2024 – Aug 2024) DCANZ, USDA

▪EU, Aus (Apr 2023 – Jun 2023 to Apr 2024 – Jun 2024) Eurostat

─12-month imports

▪LATAM, Asia (excl. China), Middle East & Africa, China (Jul 2023 to Jul 2024) S&P Global

─3-month imports

▪LATAM, Asia (excl. China), Middle East & Africa, China (May 2023 – July 2023 to May 2024 – Jul 2024) S&P Global

•Price Relativities, Forecast 2023/24 season Farmgate Milk Price and FY24 continuing operations’ earnings outlook

–Reference and Non-Reference actuals: Fonterra Free Alongside Ship (FAS) prices of the New Zealand Ingredients portfolio

Is a Shareholder that is a Farm Lessor, Sharemilker or Contract Milker
is used to indicate that a measure or sub-total excludes amounts attributable

to non-controlling interests


is a 13-month rolling average of capital employed

means bulk raw milk that has not been processed and bulk separated cream

is adjusted net debt less the cash adjustment (used in calculating adjusted

net debt), plus cash and cash equivalents held by subsidiaries for working

capital purposes, plus equity excluding hedge reserves and net deferred tax

assets


is capital expenditure plus right of use asset (e.g. leases) additions and

business acquisitions, including equity contributions, long-term advances,

and other investments


is continuing operations operating expenses, less non-cash costs

(depreciation, amortization and impairments). Shown by kilogram of New

Zealand and Australia milk solids collected


represents the channel of branded consumer products, such as powders,

yoghurts, milk, butter, and cheese


means operations of the Group that are not discontinued operations


represents core operating functions including New Zealand milk collection

and processing operations and assets, supply chain and sustainability,

Fonterra Farm Source retail stores, and the Strategy and Optimisation

function

is the cost of sales, variable and fixed costs of the COO business unit less

non-cash costs (depreciation, amortisation and impairment) shown by

kilogram of New Zealand milk solids collected. Excludes, milk, ocean freight

and farm costs


means the Fonterra Farmer Custodian, which is the legal holder of the

shares in respect of which economic rights are held for the Fonterra

Shareholders’ Fund and any Market Makers


is adjusted net debt divided by Total Group normalised earnings before

interest, tax, depreciation and amortisation (Total Group normalised EBITDA)

excluding share of profit/loss of equity accounted investees, net foreign

exchange gains/losses and any normalised EBITDA relating to entities

divested during the year


means the Dairy Industry Restructuring Act 2001, which authorised

Fonterra’s formation and regulates its activities, subsequent amendments to

the Act, and the Dairy Industry Restructuring (Raw Milk) Regulations 2012


means a component of the Group that is classified as held for sale (or has

been sold) and represents, or is part of a single coordinated plan to dispose

of, a separate major line of business or geographical area of operations, or is

a subsidiary acquired exclusively with a view to resale


represents eliminations of inter-business unit sales


means the average price paid by Fonterra in New Zealand for each kgMS

supplied by Fonterra’s farmer shareholders under Fonterra’s standard terms

of supply. The Farmgate Milk Price is set by the Board, based on the

recommendation of the Milk Price Panel. In making that recommendation,

the Panel provides assurance to the Board that the Farmgate Milk Price has

been calculated in accordance with the Farmgate Milk Price Manual

represents the channel selling to businesses that cater for out-of-home

consumption; restaurants, hotels, cafés, airports, catering companies etc.

The focus is on customers such as; bakeries, cafés, Italian restaurants, and

global quick-service restaurant chains. High performance dairy ingredients

including whipping creams, mozzarella, cream cheese and butter sheets, are

sold in alongside our business solutions under the Anchor Food

Professionals brand.


is adjusted net debt divided by total capital. Total capital is equity excluding

hedge reserves, plus adjusted net debt


represents the Ingredients, Foodservice and Consumer channels outside of

Greater China


represents the Ingredients, Foodservice and Consumer channels in Greater

China


is investments to drive business expansion or improvement toward our

strategy and generate incremental revenue. This includes organic growth

(existing business projects) and inorganic growth (mergers and acquisitions)


is Core Operations business unit gross profit excluding Farm Source and the

cost of New Zealand milk sold. Shown per kilogram of New Zealand milk

solids sold by Core Operations (continuing business)


represents the channel comprising bulk and specialty dairy products such as

milk powders, dairy fats, cheese and proteins manufactured in New Zealand,

Australia and Europe, or sourced through our global network, and sold to

food producers and distributors

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


is calculated as total borrowings, plus bank overdraft, less cash and cash

equivalents, plus a cash adjustment for 25% of cash and cash equivalents

held by the Group’s subsidiaries, adjusted for derivatives used to manage

changes in hedged risks on debt instruments. Amounts relating to disposal

groups held for sale are included in the calculation


is calculated as total Group normalised EBIT plus finance income on long-

term advances less a notional tax charge

means all NZ milk solids processed by Core Operations, except for

Reference Commodity Products

means a farm where the owning entity is not entitled to hold shares in the

Cooperative. As an example, farms supplying MyMilk


means all shareholdings that are not Supplying Shareholders


means adjustments made for certain transactions that meet the requirements

of the Group’s Normalisation Policy. These transactions are typically unusual

in size and nature. Normalisation adjustments are set out in the Non-GAAP

Measures section of the financial statements.

is a person who has been approved by the Co-op and who is (and remains)

related to or associated with a Ceased Shareholder


refers to the difference in the weighted average price (in USD) between the

Reference Product portfolio and Non-Reference Product portfolio. The

difference between these two weighted average prices is a key driver of the

Ingredients’ gross margin


are the five commodity groups used to calculate the Farmgate Milk Price,

being Whole Milk Powder (WMP) and Skim Milk Powder (SMP), and their

by-products Butter, Anhydrous Milk Fat (AMF) and Buttermilk Powder (BMP)


is calculated as Total Group normalised EBIT including finance income on

long-term advances less a notional tax charge, divided by average capital

employed


New Zealand: A period of 12 months from 1 June to 31 May

Australia: A period of 12 months from 1 July to 30 June


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 of milk 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

is a shareholder supplying milk to the Co-op


represents investments to maintain the capability of our existing assets from

risk management, legislation/regulation commitments, business continuity

and capital replacement, as well as projects that drive the Co-operative's

sustainability targets


is used to indicate that a measure or sub-total comprises continuing

operations, discontinued operations and non-controlling interests. E.g. ‘Total

Group EBIT’


means the total cash payment per milk solid that is backed by a share, being

the sum of the Farmgate Milk Price per kgMS and the dividend per share

represents shares on issue that are in excess of aggregate minimum

shareholding


is total trade and associate receivables plus inventories, less trade and

associate payables and accruals. It excludes amounts owing to suppliers

and employee entitlements and includes trade working capital classified as

held for sale


is calculated as 13-month rolling average trade working capital divided by

revenue from the sale of goods (excluding impact of derivative financial

instruments) multiplied by the number of days in the period

This presentation may contain forward-looking statements, financial targets and ambitions (“Forward Statements”), each of which is based on a range of assumptions, including (in the case of our 2030
strategy) the assumptions noted in the Appendix of the booklet titled Our Path to 2030 which is available on our website. None of the Forward Statements is intended as a forecast, estimate or projection

of the outcome that will, or is likely to, eventuate. They should not be taken as forecasts or a guarantee of returns to shareholders.

There can be no certainty of outcome in relation to the matters to which the Forward Statements relate. Our ability to achieve the outcomes described in the Forward Statements is subject to a number of

assumptions, each of which could cause the actual outcomes to be materially different from the events or results expressed or implied by such Forward Statements.

The Forward Statements also involve known and unknown risks, uncertainties and other important factors that could cause the actual outcomes to be materially different from the events or results

expressed or implied by such Forward Statements. Those risks, uncertainties, assumptions and other important factors are not all within the control of Fonterra Co-operative Group Limited (“Fonterra”)

and its subsidiaries (the “Fonterra Group”) and cannot be predicted by the Fonterra Group. The Forward Statements in this presentation reflect views held only at the date of this presentation.

While all reasonable care has been taken in the preparation of this presentation, none of Fonterra, the Fonterra Group, or any of their respective subsidiaries, affiliates and associated companies (or any

of their respective officers, employees or agents) (together “Relevant Persons”) makes any representation or gives any assurance or guarantee as to the accuracy or completeness of any information in

this presentation or the likelihood of fulfilment of any Forward Statement or any outcomes expressed or implied in any Forward Statement. Accordingly, to the maximum extent permitted by law, none of

the Relevant Persons accepts any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of any Forward Statements or for any loss, howsoever

arising, from the use of this presentation.

Statements about past performance are not necessarily indicative of future performance.

Except to the extent (if any) as required by applicable law or any applicable Listing Rules (including the Fonterra Shareholders’ Market Rules), the Relevant Persons disclaim any obligation or

undertaking to update any information in this presentation.

This presentation does not constitute investment advice or opinions, or an inducement, recommendation or offer to buy or sell any securities in Fonterra or the Fonterra Shareholders’ Fund.

Fonterra uses several non-GAAP measures when discussing financial performance. Non-GAAP measures are not defined or specified by NZ IFRS.

Management believes that these measures provide useful information as they provide valuable insight on the underlying performance of the business. They may be used internally to evaluate the

underlying performance of business units and to analyse trends. These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be comparable with

similarly titled measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a substitute for measures reported in accordance with NZ IFRS.

Non-GAAP measures are not subject to audit unless they are included in Fonterra’s audited annual financial statements.

Please refer to the non-GAAP measures section in Fonterra’s 2024 Annual Report for reconciliation of NZ IFRS to non-GAAP measures, and the Glossary for definitions of non-GAAP measures referred

to by Fonterra.

---

Annual Report 2024
Pūrongo-ā-tau Te Mātāpuna

About this report
Welcome to our Annual Report, which forms part of our end-of-year

reporting suite.

We know there are a wide range of stakeholders who are interested in

our Co-op. This year our Annual Report follows a new approach by taking

an end-to-end view of our business and how we create value for farmer

shareholders and unit holders at every step of the value chain.

This starts with our farmers’ world class milk, which our operations collect

and process for sale through our Ingredients, Foodservice and Consumer

channels. Through our focus on sustainability and innovation we aim to add

value to farmers’ milk, solve challenges, and build a more resilient Co-op.

This year our Annual Report includes the audited Financial Statements,

the Corporate Governance Statement and our first mandatory

Climate-related Disclosures.

To supplement the disclosures in the Annual Report, we have prepared a

separate Sustainability Reporting Data Pack. The Sustainability Reporting

Data Pack does not form part of the Annual Report.

In addition to the Annual Report, we have also released our

Milk Price Statement and Modern Slavery Statement.

This report covers the activities of Fonterra Co-operative Group Limited for

Financial Year 2024, commencing 1 August 2023 and ending 31 July 2024.

More information about Fonterra and our previous years’ performance can

be found here: www.fonterra.com

Brown Farm, Bay of Plenty

Contents
Annual Review4

About us

4

Chair Letter

5

CEO Letter

8

Our Strategy

10

Our Progress

11

Business Performance

27

Financial Statements33

Independent Auditor’s Report

34

Financial Statements

39

Notes to the Financial Statements

46

Governance Disclosures89

Our Board

90

Our Management Team

91

Corporate Governance Statement

92

Remuneration report

106

Directors’ disclosures

118

Statutory information

120

Climate-related Disclosures125

Governance

126

Strategy

131

Risk management

143

Metrics and targets

146

Sustainability Reporting155

Approach

156

Material Topics

162

Data Consolidation

180

Appendices181

Non-GAAP Measures

182

Financial Historical Summary

184

CRD Index

192

GRI Assurance Statement

195

GRI Content Index

198

Glossary

201

Directory

205

Andrew, Canterbury

About us
We’re a dairy Co-operative, owned and

supplied by thousands of farming families

in Aotearoa, New Zealand.

Through the spirit of co-operation and a can-do attitude, we share

the goodness of milk with customers around the world through our

Ingredients, Foodservice and Consumer channels.

We believe that food and nutrition are essential to sustain us today

and for future generations to thrive. Which is why we take great

care with every drop of milk, from farm through to customer.

Irwin Family, Waikato

4

Fonterra Annual Report 2024

ContentsAnnual ReviewFinancial StatementsSustainability ReportingGovernance DisclosuresClimate-related DisclosuresAppendices

Chair LetterCEO LetterOur StrategyOur ProgressBusiness Performance

Chair Letter
Kia ora,

Our Co-op is proud to share this set of

financial results. They are the culmination

of a huge amount of hard work put in by

everyone across the Co-op, led by Miles

and the management team who continue

to deliver consistently strong financial results,

in an increasingly volatile world.

Fonterra is an extension of our owners’ farming businesses. It exists

to provide certainty and manage risk on their behalf, while maximising

returns via a competitive and sustainable milk price, and a respectable

return on the capital they invest in Fonterra.

This informs the way we govern the Co-op. Our financial settings

and risk appetite are closely aligned to that of our farmer owners,

which has served us well in FY24 and has set a strong platform for

the year ahead.

Consistent performance

builds confidence in

our Co-op

Continuing operations earnings

before interest and tax (EBIT):

$1,560m

Peter McBride

Chair

5

Fonterra Annual Report 2024

ContentsAnnual ReviewFinancial StatementsSustainability ReportingGovernance DisclosuresClimate-related DisclosuresAppendices

Chair LetterCEO LetterOur StrategyOur ProgressBusiness Performance

Stable earnings across the Co-op
Our earnings before interest and tax (EBIT) from continuing operations

of $1,560 million was driven by stable earnings across our Ingredients,

Foodservice and Consumer channels.

Our Foodservice channel was the standout performer with a return on

capital of 19.6%. Foodservice earnings before interest and tax were up

$138 million on the previous year, at $463 million.

Overall, the team delivered a reported profit after tax of $1,168 million,

equivalent to 70 cents per share. This represents a solid return on

capital of 11.3%, which is significantly above our five-year average.

Our balance sheet remains strong due to our lower debt position and

consistent underlying performance. We finish the year with a gearing

ratio of 24% which is within our target range.

A strong balance sheet delivers benefits

Our consistent underlying financial performance gives the Board the

confidence to announce a final dividend of 25 cents, which combined

with the interim dividend of 15 cents paid earlier in the year, which is

at the top end of our payout ratio of 40-60% of net earnings.

In recognition of the Co-op’s capital management and continued

balance sheet strength, for the 2024 financial year we are also pleased

to pay an additional dividend of 15 cents per share.

Combined with the Farmgate Milk Price and interim dividend, this

brings the total cash return for the year to $8.38 per kgMS for a fully

share-aligned farmer.

The strength of our balance sheet also enabled us to make

improvements to the Advance Rate in FY24, and, as Miles announced

in August, we have made further improvements to the FY25 schedule.

The FY25 Advance Rate has been increased, with the December paid

January payment now 85%, up from 75%, and stepping up across the

rest of the season.

The objective of the uplift in Advance Rate schedule is to deliver cash

back to farmers as quickly as possible. Any dividend decisions are still

at the discretion of the Board and will be made in-line with our desire

to maintain Fonterra’s “A” band credit rating.

Divergence in the share price and unit price

A lower share price was a well-signalled potential outcome of

moving to a Flexible Shareholding capital structure and is a common

consequence of a restricted market. As only farmers can buy and sell

shares to each other, it is ultimately farmers that determine the value

of the shares.

Over the course of the financial year, the share price improved from

$2.70

1

in July 2023, to $2.97 in July 2024.

Over the same period, unit prices in the Fonterra Shareholders’ Fund

increased from $3.03

1

to $3.95.

Farmers’ cost of capital, which is typically higher than that of other

investors, is a key part of their assessment of value and is one of the

potential reasons for the divergence between the share price and unit

price. There is also potentially a liquidity discount in the restricted

share market, which we have looked to address in part through our

market maker arrangements.

The other key driver is likely cashflow on farm, which is tight as

farmers deal with high inflation on most input costs.

Strategic review

In May 2024 we announced that the Co-op was exploring options

to divest our global Consumer business, as well as Fonterra Oceania

and Sri Lanka. Divesting our Consumer business has been an ongoing

conversation for more than two decades. During FY24 we received

unsolicited interest in parts of these businesses that formed one of

the catalysts for a wider strategic review.

The world has changed. We have entered a new era of global

competition, not cooperation. It’s a more expensive, competitive

and volatile world where customer expectations are evolving, and

New Zealand milk and capital are becoming scarcer.

Having a Co-op that is aligned to our comparative advantage is

fundamental. The strategic review has clarified the parts of the

business that generate the greatest returns for farmers today, and

highlighted where we see further headroom for growth.

The full outcomes of the review will be shared with the Co-op’s

members shortly.

Having a Co-op that is

aligned to our comparative

advantage is fundamental.

1 Adjusted for the 50 cent capital return.

6

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Chair LetterCEO LetterOur StrategyOur ProgressBusiness Performance

Governance changes
I’d like to briefly acknowledge the governance changes that will come

into effect at this year’s Annual Meeting.

Last year just over 88% of voting farmers supported the

recommendation for our Board size to reduce from 11 down to 9. These

changes will come into effect in November this year when at the Annual

Meeting we move to a Board comprising six Farmer Elected Directors

and three Appointed Independent Directors.

At the same time, two of our long-serving Directors, Leonie Guiney and

Clinton Dines will retire from the Board, having served the maximum

nine-year term specified by our Board Charter.

On behalf of our Co-op, I’d like to thank Leonie and Clinton for their

contribution over many years. They both have a strong focus on risk and

balance sheet management that has been invaluable to our Co-op as we

reset our risk appetite and overall strategy.

A competitive outlook

The Co-op’s strong foundations give us great confidence in the

future. But that future looks increasingly competitive – both here in

New Zealand and internationally.

Our full year NZ milk collections in FY24 were 1,471 million kgMS,

down from 1,480 million kgMS in FY23. That is consistent with the

trend in New Zealand milk volumes that we expect to continue for the

foreseeable future.

Our Co-op’s scale is one of its greatest strengths. There would be

a significant impact on milk prices if we lost our scale and the cost-

efficiencies that come with it.

At the moment, our milk retention teams are competing with one arm

tied behind their backs. The Co-op needs to think about milk retention

differently and be open to giving the team more tools to support win

backs and retention.

It’s in all of our interests to maintain a strong Co-op of scale and we

look forward to continuing these conversations within the Co-op as we

close out the calendar year.

Thank you to everyone in Fonterra for your loyalty and support this year.

Our Co-op is in good heart and we are confident in our ability to

execute on strategy in FY25 and beyond.

Peter

Full year dividend

55c

per share and unit

Total cash return:

$8.38

per kgMS

The Co-op’s strong

foundations give us great

confidence in the future.

7

Fonterra Annual Report 2024

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CEO Letter
Kia ora,

I’m proud to be sharing Fonterra’s FY24

annual results which show we have

maintained momentum in our financial

performance and made meaningful progress

towards our strategic ambitions.

This result is the culmination of effort right

across the Co-op since we reset the business

in 2018. We’re in a strong position, making

now the right time to be thinking about the

future of the Co-op.

Global dairy price volatility

Looking first at our Farmgate Milk Price, the 2023/24 season was

impacted by volatility in demand from key importing regions.

We started the season with an opening forecast range of $7.25–$8.75

per kgMS, with a midpoint of $8.00. However, reduced demand from

China for whole milk powder saw the forecast price drop sharply early

in the season, before recovering somewhat to finish the season at

$7.83 per kgMS.

We utilised our balance sheet strength to make several adjustments

to the Advance Rate Schedule to get more of the milk price payment

to farmers earlier in the season.

Alongside this, we announced a further uplift to our Advance Rate

payment schedule, with farmers to be paid 10% more of the 2024/25

forecast Farmgate Milk Price from December paid January.

I’m pleased our balance sheet strength has enabled us to assist with

on-farm cash flow during this period of volatility.

Our total dividend of

55 cents per share

includes a 15 cent

interim, 25 cent final

and 15 cent per share

special dividend

Miles Hurrell

Chief Executive Officer

8

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Stable, resilient Co-op
Our FY24 EBIT from continuing operations of $1,560 million and profit

after tax of $1,168 million were driven by strong performance across

our Ingredients, Foodservice and Consumer channels.

We improved margins in our Foodservice channel and allocated more of

the Co-op’s milk solids to this high-performing channel. Our Consumer

channel also improved margins while lowering its operating expenses.

Our Ingredients channel earnings were down when compared to last

year’s historic highs, but overall, the channel’s earnings performance

is good.

This is a fantastic result driven by teams right across the Co-op,

delivering a return on capital of 11.3%. This result has allowed

us to pay a 15 cent interim dividend and 25 cent final dividend.

In addition, we’re pleased to be in the position to pay a special dividend

of 15 cents per share, thanks to our capital management efficiency and

ongoing balance sheet strength. This makes our total dividend for the

year 55 cents per share.

When combined with our final Farmgate Milk Price for the 2023/24

season of $7.83 per kgMS, our total payout to fully shared up farmers

is $8.38 per kgMS.

While these results are pleasing, as it shows we’re constantly delivering

on our promises, it is by no means a job completed. We need to

continually look at all areas of the business to drive for efficiencies.

Strong foundations

We made good progress in FY24 towards our ambition to maximise

value from our farmers’ milk through our strengths in sustainability

and innovation.

A key milestone for the Co-op was the launch of our Climate Roadmap,

which sets out our sustainability targets to 2030. This includes how we

intend to meet our on-farm emissions target, which we announced in

November following extensive discussion with farmers.

Our Climate Roadmap is an important tool for engaging customers,

regulatory bodies and other stakeholders on our Co-op’s sustainability

credentials and plans. Our evidence-based approach to our

sustainability claims is supporting our work with customers to grow

value for farmers from their sustainability efforts.

This year we created a new payment programme funded by

Nestlé, which will see farms that achieve any of the three levels

of The Co-operative Difference framework for the FY24 and FY25

seasons receive an additional payment of 1-2 cents per kgMS.

Mars has also supported the launch of the Greener Choices

programme, which offers discounts for Fonterra suppliers on

sustainability-linked products through our Farm Source network.

We are continuing to look for ways to strengthen our strategic

partnerships with customers who value our sustainability position,

in turn providing value back to farmers.

As we look ahead, I’m also pleased we’re commencing work to expand

manufacturing capacity for two high-value products, supporting

growing demand through our Ingredients and Foodservice channels.

The Co-op is investing around $75 million in our Studholme site to

create a hub for functional proteins, which are designed to perform

well in medical and sports nutrition.

We’re also investing around $150 million to build a new UHT cream

plant at our Edendale site to meet growing demand from China and Asia.

These two products are the result of years of innovation by the Co-op.

They are a testament to our product innovation expertise, as well as our

ability to work closely with customers to develop products that meet

their needs.

Both capital investments support our strategy to grow further value by

focusing on our high-performing Ingredients and Foodservice channels.

We have also announced a $150 million capital investment in our

Whareroa cool store to support long-term resilience of this critical part

of our supply chain network.

Another significant programme of work underway is the transformation

of our IT and digital systems. This is a once in a generation project that

will future proof the Co-op’s critical processes and systems, leading to

reduced cash costs. Work began during FY24 with further investment

forecast over the next four years.

Strategic review

During FY24, we conducted a strategic review that confirmed

our strengths in producing world-class, innovative products sold

to customers through our Ingredients and Foodservice channels.

As an outcome of this work, we announced our decision to explore

potential divestment options for our global Consumer business, as well

as Fonterra Oceania and Sri Lanka.

While these are great businesses that are performing well, we believe

releasing capital in our Consumer businesses would generate more

value for the Co-op.

When announcing the potential divestment, it was appropriate for us to

withdraw our financial targets out to 2030.

We will be releasing a revised strategy later in September, outlining the Co-

op’s strategic plans and the new set of financial outcomes we are targeting.

The revised strategy is true to our Co-operative model and our

strengths, and we believe it will create even greater value for farmers.

Outlook

Looking out to FY25, we have a forecast Farmgate Milk Price of

$8.25-$9.75 per kgMS and a forecast earnings range of 40-60 cents

per share.

The forecast earnings range reflects an expectation we will maintain

strong margins in all three of our sales channels, helping to offset some

of the impact of our investment in IT & digital transformation and

higher tax expenses.

Embedding and implementing our revised strategy, including

progressing work to assess potential divestment options for our

Consumer business, will be top priority for me and the wider Co-op

for FY25.

I look forward to sharing more detail on our plans and accelerating

work to grow even greater value for our Co-op.

Nga mihi,

Miles

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Chair LetterCEO LetterOur StrategyOur ProgressBusiness Performance

Our purpose, values & strategic choices
Our Principles

Our principles are aligned

with the Māori world view.

Manaakitanga

is the care we show for others –

it strengthens our relationships

and communities.

Kaitiakitanga

is how we care for our environment today,

tomorrow, and for future generations.

Whanaungatanga

is our Co-operative spirit it sits at the heart

of our values.

Our Values

Good Together

Better Every Day

Every Drop Counts

Our Purpose

Our Co-operative,

Empowering people,

To create goodness,

for generations.

You, me, us together,

Tātou, tātou

We’ve made key

strategic choices


Focus on New Zealand milk


Be a leader in dairy

innovation and science


Be a leader in sustainability

10

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AppendicesSustainability ReportingClimate-related DisclosuresCorporate GovernanceFinancial StatementsAnnual ReviewContents

Our Progress
On farm

Every year we focus on making Fonterra the first choice for

New Zealand’s dairy farmers. We do this by managing our business

well to earn the maximum sustainable return and offering farmers

the best possible support, tools, and services.

This helps to manage risk for our farmer shareholders, allowing them

to focus on their own business and producing world-class milk.

Farmgate Milk Price

The Farmgate Milk Price is the primary way farmers earn a return from

the Co-op, followed by dividends and capital distributions.

We started the 2023/24 season with a strong opening forecast of

$7.25–$8.75 per kgMS.

However, reduced demand from key importing regions saw the forecast

price drop sharply early in the season, before recovering somewhat to

end the season at $7.83 per kgMs.

We took a cautious approach when setting the opening season forecast

for the 2024/25 season at $7.25–$8.75 per kgMS.

In September 2024, we lifted the 2024/25 season forecast range

by another 50 cents to $8.25–$9.75 per kgMs off the back of

improved Global Dairy Trade prices and constrained supply from

key producing regions.

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Helping to reduce risk for farmer shareholders
Being a Co-op of scale helps manage risk for farmer shareholders.

This has many benefits, including our ability to purchase at scale and

to hedge within a given market. For example, in the current economy,

this helps reduce the prices we pay for energy and resources, allowing

us to return more money to farmer shareholders.

We remain committed to maximising the Farmgate Milk Price and

finding ways to improve on-farm cash flow to help reduce risk for

farmer shareholders.

For example, through the implementation of a revised Advance Rate

guideline for 2023/24, we were able to get more of the Farmgate

Milk Price payment to farmers earlier in the season. Changes like this

are possible thanks to our Co-op’s strong balance sheet.

We know how important the financials are for farmer shareholders,

and we are playing our part to support with tools and looking at how

we can do things better to help maximise returns.

In FY24, we made improvements to our Fixed Milk Price programme,

which is a simple price risk management tool that farmers can use to

gain greater income certainty.

The programme enables farmers to fix the price of up to 50% of

their season’s milk supply. Run once a month for 10 months of the

year, all farmers can choose to participate when it suits them and

their business.

The Fixed Milk Price benefits all suppliers as it enables the Co-op

to secure longer term contracts and provide price risk management

solutions for our customers. These solutions are key reason they

prefer Fonterra as a supplier.

In March, we announced that we were doubling the volume of milk

on offer for the year as well as introducing greater flexibility around

over-subscribed events to put us in a better position to meet farmer

demand and further strengthen relationships with key customers.

Simplifying compliance

In FY24, Farm Source launched an initiative with the goal of reducing

the time our farmers spend on compliance reporting.

The Co-op will continue to need information from farmers about

on-farm practices. This data unlocks value as it gives our products

credibility with customers to support market access.

However, there are several improvements we’ve been working on

to save farmers time, such as:

–Establishing integration with other companies such as LIC,

Ballance, and Ravensdown to enable automated sharing of data

(with farmer permission).

Scott, Canterbury

–Working closely with MPI has resulted in a significant reduction

to proposed additional requirements for all dairy farmers in

New Zealand.

–Making multiple changes to the assessment process to reduce

pressure on farmers and to make these assessments faster.

–Removing charges if farmers have completed required work by

the time of their assessment revisit.

Our Farm Source team continues to work on removing duplication and

streamlining the assessment process, with further improvements due

to be piloted during the 2024/25 season.

12

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Sharesies – a new farmer trading experience
In June, Kiwi wealth app Sharesies became the new share trading

platform for Fonterra farmers who prefer to manage their own share

trading rather than using a stockbroker.

The previous trading platform technology had been in place since

2012 and was more limited.

Through working with Sharesies, we developed a tailored solution that

enables farmers to do things they previously couldn’t – for example

trade shares via their mobile phone, place orders without funds in

their account and receive price alerts.

We congratulate all farmers who have achieved one of the three

levels within the framework during the 2024/25 season:

This year we have made a change to how we present our

Co-operative Difference Honour roll for on-farm excellence,

shifting this update to a digital portal.

Fonterra suppliers can explore the list at: nzfarmsource.co.nz/

honourroll

Te Tihi (Summit of the mountain)

858 farmers

up from 718

Te Puku (The mid-point)

5,050 farmers

up from 5,038

Te Putake (The start of the journey)

1,429 farmers

up from 1,383

Moving to Sharesies followed testing with a pilot group of farmers

to ensure key activities such as buying and selling Co-op shares or

switching between any personal and business accounts or different

farms would be as straight forward as possible.

Within the first month, 2,500 farms signed up for a new

Sharesies account.

Overall, the partnership has enabled us to offer farmers an improved

trading experience while also helping to support liquidity under our

Flexible Shareholding capital structure that was introduced in 2023.

Co-operative Difference: Honour roll for on-farm excellence

The Co-operative Difference is our framework for enabling our

on-farm practices to support the delivery of our strategy.

It is broken down into five performance areas – environment,

animals, people & community, Co-op & prosperity, and milk.

Up to 10 cents of a farmers’ milk payment is influenced through

fulfilling the key practices within each of these areas.

In the 23/24 season 87% of Fonterra farms achieved a Co-operative

Difference Level, a 4% increase on the 22/23 season.

Drysdale Farm, Manawatū-Whanganui

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Efficient operations
Every day we work to operate our manufacturing and supply chain

network safely and efficiently.

Manufacturing costs

Our cash manufacturing costs per kgMS have decreased by the

targeted 2%. This is thanks to robust performance improvement

activities and complexity reduction across our business, offsetting

the impact of higher energy costs and fewer milk solids collected

on a fixed cost base. Major simplification programmes such as Digital

Value Chain will support long-term performance improvement.

Production quality

A key indicator of operational effectiveness is the cost of quality,

which are the costs associated with not making our products right

first time.

This year’s results were adversely affected by two events relating

to product made out of specification, resulting in a downgrade

of inventory.

Our teams are focused on reducing our cost of quality through

embedding Run To Target (RTT) standardised operating practices

across all our plants and the continued focus on making product

right first time.

RTT is an internationally standardised way of working being

deployed across our manufacturing sites. It aims to enhance

operational efficiency by identifying and addressing issues earlier

and lifting operational capability, starting on the factory floor.

RTT has been rolled out to 23 sites and will cover all manufacturing

sites, depots, distribution centres, and laboratories by the end

of FY26.

We will also continue to use a risk-based quality management

programme, enhanced automated process control, and better plant

stability supported by capital investments, to maintain and improve

our quality performance.

Supply chain efficiency

We started the year with higher inventory levels than anticipated

and a disrupted domestic and global supply chain network, which

impacted our Delivered In Full On Time (DIFOT) metric.

Neil & Adriana, Te Rapa

Operations

At the heart of the Co-op is our manufacturing and supply chain

network which collects and processes milk into world-class products

to deliver to our global customers.

Our focus during FY24 has been on safety, sustainability, efficiency

and nurturing strategic partnerships.

Health, Safety & Wellbeing

The Co-op introduced a new Global Health, Safety & Wellbeing

Strategic Plan to support our continued commitment to the safety

and wellbeing of our people.

The Plan established five priorities Health, Safety and Wellbeing

priorities for our Co-op:

1.

Leadership and culture

2.

Operational learning

3.

Risk reduction and operational resilience

4.

Work and system design

5.

Support and wellbeing

Underpinning these five areas will be a culture that encourages a safe

operating mindset across our network.

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Waimakariri Bridge, Canterbury
These three projects were announced in August and September

of FY25:

$75 million

Investment in Studholme to expand functional protein capacity

for our Ingredient channel

$150 million

Investment in Edendale to expand UHT cream capacity for our

Foodservice channel

$150 million

New cool store at the Whareroa site in Taranaki

Work on these site expansions will commence in FY25.

Our performance in this area improved in the second half of the year

thanks to strong collaboration with logistics partners and an internal

commitment to integrated and modernised systems and processes.

The team is focused on continuing to improve our service level by

working closely with Kotahi and other supply chain partners around

the world.

This year, Kotahi, our global shipping partnership, entered into a

second long-term freight agreement with Maersk aiming to create a

sustainable, more efficient supply chain. This partnership, alongside

our work with land-side freight joint venture, CODA, supports

resilience in delivering products both locally and globally amidst

supply chain disruptions.

Technology enabled improvements

Across FY24, the Co-op commenced two major digital transformation

projects to enhance our manufacturing and supply chain process.

Project Pūnaha

Recognising that scale often brings complexity, we introduced Project

Pūnaha to streamline our operations as we modernise our Enterprise

Resource Planning platforms. This transformative, once-in-a-generation

IT programme will deliver optimised decision-making processes, reduce

future cash costs, and sustainably transform our business practices.

Digital Value Chain

The introduction of the Digital Value Chain programme addresses

supply chain challenges, enhances our system and process efficiency,

and will improve our product delivery to market. It has the power

to streamline our operations, create efficiencies, and continue to

support our commitment to customer satisfaction.

Capital investments

During FY24, we progressed planning of three major capital projects that

will expand the production capacity of two high-value products and our

cool storage.

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Ingredients
Our Ingredients channel is at the core of our Co-op, driving

significant value for shareholders. Through our brand

NZMP we supply high-quality ingredients to a wide range

of customers in more than 100 destinations.

FY23 benefited from significantly favourable price relativities

which eased over FY24, and this is the primary reason for the

Ingredients channel EBIT decreasing $657 million to $898 million

in FY24.

Market performance

FY24 saw volatility in demand levels from key importing regions,

illustrating the value of Fonterra’s broad market reach.

Sales into Greater China slowed relative to previous seasons, reducing

volume by 8.4%. The decline in import volume into China was largely

driven by increasing local production of fresh milk.

Outside of China, we have seen gross profit increase by 10% in Asia

Pacific and North Asia and 7% in Atlantic compared to last year.

This has been driven by strong performances across multiple categories

including cheese protein and butter. This was slightly offset by some

reduction in earnings from Australia largely caused by a high domestic

milk price which was difficult to fully recover.

Note: Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period.

FY23 EBITFY24 EBITCore

Operations

VolumeMarginOperating

expenses and

other

1,555

(658)

(43)

(10)

898

54

Within the regions

Ingredients operating performance

Key performance drivers

EBIT ($ million)

Reportable Segments

Fonterra’s reportable segments are Core Operations and the

two customer-facing regional business units, Global Markets

and Greater China.

Operating profit (EBIT) of our reportable segments was:

–Core Operations’ EBIT decreased $691 million to $115 million

due to lower earnings in the Ingredients channel.

–Global Markets EBIT increased $363 million to $942 million

mainly due to improved earnings in the Consumer channel

and impacts of impairments in FY23.

–Greater China’s EBIT increased $133 million to $503 million

mainly due to improved earnings in the Foodservice channel

and impacts of impairments in FY23.

The following commentary is provided on the Co-op’s

product channels.

For a breakdown of the channel performance for each

reportable segment, please refer to page 31 in the Business

Performance section.

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Ingredients earnings (EBIT):
$898m

Free trade with the UK

The New Zealand-UK Free Trade Agreement, which went live in May

2023, is one of New Zealand’s most comprehensive agreements. It

allows high-quality market access for the first time in over 50 years.

This has enabled Fonterra to re-enter the market with a focus on lean

operations and strategic partnerships.

The UK is the world’s second-largest dairy net importer, with strong

local demand and export pull. Under the Free Trade Agreement, we’ve

contracted cheddar, butter, organic skim milk powder, and proteins.

Our recent wins at the International Cheese & Dairy Awards in

Cheshire, England, underscore our quality and innovation.

Although we are just returning to this market, FY24 has been a

significant success with over 11,735MT of sales from New Zealand

supply recorded.

Spotlight on protein

We are dedicated to advancing protein innovation, with a focus on

developing ingredients with enhanced performance and taste. Our

protein offerings are designed to support diverse product applications,

from beverages to snacks.

Our milk protein concentrate (MPC) protein portfolio excels in

delivering high protein content, meeting manufacturing requirements

and offering a desirable sensory experience. Sales of our high-protein

MPC increased by 26% in FY24.

Meanwhile, the planned expansion of our Studholme site will

create a protein hub for the Co-op to cater for increasing demand

for our functional proteins.

Expanding our manufacturing capacity for functional proteins will

enable us to continue to strengthen our offerings with existing

customers as well as attract new business.

Te Rapa, Waikato

Ingredients sales:

4%

*

* Sales volume based on ‘000 Metric Tonne (MT)

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Foodservice
Our Foodservice channel delivers high-quality dairy products and

solutions to global bakeries, cafes, dining outlets, restaurant chains,

local businesses, and emerging customers.

We have a leading Foodservice channel in Greater China and a growing

presence in other markets, in particular Southeast Asia.

Foodservice EBIT increased $138 million due to higher margins.

The improved Foodservice margins were mainly due to lower milk

input costs and some regions benefiting from higher in-market pricing,

most notably in our Southeast Asia markets.

Increased sales volume growth of 3% also contributed to our improved

earnings, mainly driven by UHT cream sales in Greater China.

10-year milestones in China Foodservice growth story

In June, two sites at the heart of Fonterra’s Foodservice channel

celebrated their 10th anniversaries. At the same time, the Co-op

announced it will open its sixth application centre in China to meet

growing demand.

In 2014, Fonterra opened its Waitoa UHT manufacturing site in the

Waikato, which specialises in producing high-value cream products

sought after by Fonterra’s Foodservice customers.

In the same year, Fonterra opened its first-ever application centre in

Shanghai, with the centres playing an important role in the Co-op’s

Foodservice channel by enabling Fonterra to partner with local

customers and develop product applications designed to meet

local consumer tastes and trends.

FY23 EBITFY24 EBITCore

Operations

VolumeMarginOperating

expenses and

other

325

(19)

27

(55)

463

185

Within the regions

Note: Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period.

Foodservice operating performance

Key performance drivers

EBIT ($ million)

Singapore, Southeast Asia

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Foodservice earnings (EBIT):
$463m

Fonterra confirmed it will open its sixth application centre in China

in late 2024, located in Wuhan. This application centre will add to

those in Beijing, Chengdu, Guangzhou, Shanghai and Shenzhen.

Chinese Premier Li visits Fonterra

In June, Chinese Premier Li visited the Fonterra Centre, as part of an

official visit to New Zealand. He was accompanied by New Zealand Prime

Minister Christopher Luxon and Minister of Agriculture Todd McClay.

It was an honour to host Premier Li and the visit is testament to the

strong relationships the Co-op has built in China.

During the event, Fonterra showcased a range of its products available

in China, including a showcase by our Foodservice chefs.

Foodservice growth in Southeast Asia

We continue to grow our Foodservice channel in key Asian

markets, capitalising on the region’s economic growth and

evolving consumer preferences.

An example of this is our integration of New Zealand dairy into

local staples across Southeast Asia, such as egg tarts in Thailand

and bánh mì sandwiches in Vietnam.

We offer a wide range of products catering to all customer

segments, from small street stalls to large establishments,

and we see increased demand for butter, cream, and cheese,

helping to grow our Foodservice channel outside of China.

We expect Foodservice growth across the region, along with Greater

China and the Middle East to continue to be influenced by modern

dietary habits and a growing appreciation for dairy’s versatility,

protein, and nutritional value.

Singapore, Southeast Asia

Foodservice sales:

3%

*

* Sales volume based on ‘000 Metric Tonne (MT)

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Consumer
Fonterra’s Consumer channel is home to well-known brands such as

Anchor, Mainland, Kāpiti, Fresh ‘n’ Fruity, Anlene, Fernleaf, Western

Star, Bega and Perfect Italiano, selling products direct to consumers

in China, Southeast Asia, Oceania, and the Middle East and Africa.

Consumer EBIT increased $324 million, due to lower impairment

expense, sales volume growth and improved margins.

Sales volume growth of 6%, was driven by continued demand in

Sri Lanka for consumer powders, and Fonterra Brands New Zealand

(FBNZ) benefiting as competitors exit the mainstream yoghurt

category and tourism returns in the Pacific.

Consumer margins improved due to favourable product mix and

pricing across most regions, and lower cost of milk.

Consumer’s operating expenses 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.

Consumer operating performance

Key performance drivers

EBIT ($ million)

FY23 EBIT

FY24 EBITCore

Operations

Volume

Margin

Operating

expenses and

other

(125)

(14)

50

194

199

94

Within the regions

Note: Prepared on a continuing operations basis. Comparative information has been re-presented for consistency with the current period.

Rachel, Auckland

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Consumer earnings (EBIT):
$199m

Potential divestment of global Consumer business

In May, the Co-op announced its intention to explore full or partial

divestment options for some or all of its global Consumer business,

as well as Fonterra Oceania and Fonterra Sri Lanka.

This decision followed a strategic review which reinforced the

opportunities for the Co-op to grow further value by working

closely with customers through our high-performing Ingredients

and Foodservice channels.

While the businesses in scope for potential divestment are performing

well, ownership of them is not required to fulfil Fonterra’s core

function of collecting, processing and selling milk.

At the same time, we believe Fonterra is not the highest-value owner

of the Consumer and associated businesses in the longer term and

a divestment could allow a new owner with the right expertise and

resources to unlock their full potential.

The process to explore potential divestment options is ongoing.

In the meantime, the businesses in scope for potential divestment

are operating as usual.

Tailoring our products to China’s aging population

Among China’s 1.4 billion population, more than 20% are aged 60-plus.

It is estimated that by 2050, China’s 60-plus population will reach

420 million, one third of the total population.

Based on the research of the aging generation’s needs, our China team

launched Anlene Heart Plus Milk Powder in November, a differentiated

functional benefits product. Its formulation focuses on cardiovascular

health with an added ingredient, Plant Sterol Ester.

Launch of Bega snacking in Australia

Fonterra Oceania has launched a new range of snacking products in

Australia’s growing A$275 million cheese snacking category under the

Bega brand, one of the most iconic and recognised cheese brands in

the country.

The team worked at speed to launch the new snacking range from

concept to supermarket shelf. These new products have the potential

to significantly increase the brand’s presence in the snacking category.

Retail Self Service – Anchor Orders

Anchor Orders is Fonterra Oceania’s new online sales platform that

allows customers to place their orders via e-commerce.

It was launched in FY24 and has been an overwhelming success for

our Anchor franchisees and our customers. To date, 600,000 customer

orders have been placed with 80% of franchise customers using

Anchor Orders.

It’s estimated that 2 hours per day of franchisee admin time, and 3 min

per delivery are saved, across 350 drivers.

Consumer sales:

6%

*

* Sales volume based on ‘000 Metric Tonne (MT)

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Innovation
Innovation plays a vital role right across our value chain to help solve

our Co-op’s challenges and explore opportunities for the future.

Manufacturing innovations

This year, optimisation activity on our Individual Quick-Frozen

Mozzarella line at Clandeboye resolved a blast freezer performance

issue, increasing the daily capacity by 10%.

We also developed a solution to extend our UHT cream production

at our Waitoa site, allowing us to produce 7.5% more product.

Meanwhile, our Automation & Operational Technology team

has developed and implemented AI-enabled image cognition

technology on 25kg powder bag packing lines to identify and

prevent packaging damage.

The AI model assesses each powder bag and automatically rejects

damaged ones, provides timestamped images for traceability, and

early issue detection and prevention.

The technology is currently applied to milk powder across 56

packing lines and will assess over 70 million bags per year.

It has also been successfully implemented at the Clandeboye butter

plant with further butter plant rollouts planned, as well as other

machine-vision applications.

Yiying & Olivia, Palmerston North

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Ki Tua Fund
The Ki Tua Fund is Fonterra’s venture capital fund. Its purpose is to

diversify the Co-op’s earnings through new business models and

building new capabilities that can enhance our core business.

Since its launch in June 2023, the Ki Tua Fund has made several strategic

investments in startups and new ventures.

Some of the key investments include:

1.

Pendulum Therapeutics

Developer of microbiome interventions designed to

improve healthcare by managing chronic illnesses and

tackling ailments such as type 2 diabetes.

2.

Prolific Machines

A photomolecular biomanufacturing innovator. Prolific

Machines’ innovative technology could enable the

production of complex and high value proteins that

are too miniscule to viably extract from milk, such as

Lactoferrin.

3.

Swan Genomics

DNA sequencing company developing an innovative

approach leveraging plasmonic nanoantenna to

improve sequencing accuracy via longer read lengths,

reducing costs while improving speed. This has

potential upside for the Co-op’s internal R&D teams as

this sequencing process is time consuming and costly.

James, Palmerston North

Foodservice product innovation

The global pizza market, currently valued at US$141 billion, is

projected to expand to US$192 billion by 2028. Individually

Quick Frozen (IQF) Mozzarella cheese is a key input to this category.

Increasingly, discerning consumers are moving toward home delivery

pizza that is high-quality, delicious, and without rising costs.

To cater to these market trends, Fonterra’s innovation team looked

at this opportunity and subsequently developed an IP protected IQF

‘Soft Style Mozzarella’ at our Clandeboye plant.

In FY24 our Soft Style Mozarella innovation has reached new

consumers in Latin America with Greater China scheduled for FY25.

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On-farm progress
As we work towards our emissions targets, there have been a

number of ways we’re supporting farmers with the improvement

actions they’re taking on farm.

The annual Farm Insights Report we shared with farmers in

September 2023 gave them a better understanding of their farm’s

emissions than then previous version, by providing benchmarking

against other similar farms. Then in November we published a

refreshed on-farm emissions booklet, with a section dedicated

to outlining on-farm actions farmers can take that may improve

efficiencies and result in reduced emissions on farm.

Our local Farm Source teams on the ground also play an important

role providing tailored and practical advice to farmers, and offering

services such as developing Farm Environment Plans with 93%

of our farmer owners now having a Farm Environment Plan and

90% having an Animal Wellbeing Plan.

Sustainable value

Sustainability remains a key driver in strengthening our relationships

with our key customers, helping us create value for farmers.

We have several collaborative programmes with Nestlé, including

the Net Zero Pilot farm, on-farm projects accelerating best practices,

and tree-planting initiatives.

Farmers who achieve The Co-operative Difference for the FY24 and

FY25 seasons will also receive a payment funded by Nestlé of 1-2c

per kgMS.

Additionally, Mars has supported the launch of the Greener Choices

programme, which offers discounts on sustainability-linked products

through Farm Source stores.

Blair, Manawatū-Whanganui

Our SBTi Targets

Energy and industrial:

–Fonterra Co-operative Group Limited commits to

reduce absolute Scope 1 and 2 GHG emissions by

50.4% by FY2030 from a FY2018 base year.*

–Fonterra Co-operative Group Limited also commits

that 78.2% of its suppliers and customers by emissions,

covering purchased goods and services, capital

goods, upstream and downstream transportation and

distribution, business travel, and processing of sold

products, will have science-based targets by FY2028.

Forest Land and Agriculture Guidance (FLAG)

–Fonterra Co-operative Group Limited commits to

reduce Scope 1 and 3 FLAG GHG emissions from dairy

30% per tonne of fat-and-protein-corrected milk by

FY2030 from a FY2018 base year.**

–Fonterra Co-operative Group Limited also commits

to no deforestation across its primary deforestation-

linked commodities, with a target date of 31 December

2025.

* The target boundary includes land-related emissions and removals from

bioenergy feedstocks.

** The target includes FLAG emissions and removals.

At the same time as announcing the target, we launched our Climate

Roadmap and released our first voluntary Climate-related Disclosures.

Our Climate Roadmap details Fonterra’s pathway to meeting its 2030

sustainability targets and ambition to be net zero by 2050.

In addition to our on-farm emissions target, the Co-op has a target

to reduce its Scope 1 and 2 emissions by 50.4% by 2030 from a

2018 baseline.

These targets, plus an additional Scope 3 energy and industrial

engagement target, were validated by the Science Based Target

initiative (SBTi) in July 2024.

Sustainability

During FY24, significant progress was made towards the Co-op’s

sustainability ambitions.

In November, we announced an on-farm emissions reduction target

following extensive conversations with farmers.

The Co-op is targeting a 30% intensity reduction in on-farm emissions

by 2030* (from a 2018 baseline) which will further reduce the

emissions profile of our products.

Fonterra expects this new target will be achieved through a number

of ways:

7%

Reduction through farming best practice such as feed quality

and improving herd performance

7%

Reduction through novel technologies that we’re developing

through AgriZero

NZ

, the joint venture between agribusiness

and Government working to find a solution to methane, and

other partnerships

8%

Reduction through carbon removals from existing and

new vegetation

8%

From historical land-use change conversions to dairy.

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This year our ingredients and solutions brand, NZMP, released the
Carbon Footprinter, giving customers the ability to access the latest

emissions data for major NZMP New Zealand products and using

data to strengthen customer relationships.

Customers are also able to request annual carbon footprint

certificates independently verified by globally recognised

sustainability accreditor Toitū Envirocare.

Planning for a more sophisticated customer-funded programme

to accelerate best practices on-farm has been a significant focus

internally in FY24 and will continue into FY25.

Decarbonising our manufacturing operations

At our manufacturing sites, we have made significant strides towards

our water and decarbonisation targets.

We achieved a 12.4% reduction in water use and implemented Water

Improvement Plans at all our global sites.

The majority of the Co-op’s Scope 1 and 2 emissions come from our

manufacturing and supply chain operations. During FY24, we have

achieved an 18.5% reduction in Scope 1 and 2 emissions across our

operations versus a 2018 baseline.

We have a significant decarbonisation programme underway, with

a focus on ensuring an enduring security of energy supply while

continuing to make progress towards our emissions reduction targets.

Our progress over the past year includes:

–Commenced the installation of a 20-megawatt Electrode boiler at

our Edendale site. Up to 50% of the funding for this project will come

from the Energy Efficiency Conservation Authority under a funding

agreement signed in 2023.

–The conversion of the boiler from coal to wood pellets at the

Hautapu site was completed in August 2024 with a forecast saving

of 12,000t CO

2

emissions from the conversion.

–Stirling’s wood biomass boiler now provides 100% renewable

thermal energy, cutting annual carbon emissions by 18,500 tonnes.

–At Waitoa, the new wood biomass boiler has halved coal usage,

decreasing carbon emissions by at least 48,000 tonnes annually.

–As a result of all of our activities, we are on track to eliminate the use of

coal as a fuel source in our North Island operations by the end of 2024.

We remain on track to eliminate the use of coal as a fuel source

in our operations by 2037 and we have begun our gas decarbonisation

programme.

Blair, Manawatū-Whanganui

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In 2024 we served 7.8 million KickStart Breakfasts
in 1,400 schools and donated 12 million dairy

serves to families across Aotearoa New Zealand.

Through our partnership with Trees for Survival

we supported planting native plants to protect

and restore nature.

We donated to community projects across the

country to keep our rural communities resilient

and thriving.

We supported events with Rural Support

Trust on mental health and wellbeing across

New Zealand.

Doing Good Together

Our Doing Good Together programme is dedicated to making a

positive impact on communities by focusing on three pillars:

1.

Putting good-quality nutrition into the

hands of those who need it most

2.

Empowering communities to protect and

restore nature, and

3.

Partnering to keep our rural communities

resilient and thriving.

By integrating nutrition, environmental stewardship, and community

support, we strive to build stronger, healthier, and more resilient

communities together.

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Business Performance
Results at a glance

Continuing operations’ operating

profit (EBIT)

$1,560m

From 1,755m

Net earnings (Profit after tax)

$1,128m

From 1,577m

Gearing ratio

24.0%

From 28.8%

Continuing operations’ earnings per share

70c

From 75c

Earnings per share

67c

From 95c

Farmgate Milk Price

$ 7. 8 3

From $8.22

Dividend

55c

From 50c

Return on capital

11.3%

From 12.4%

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Commodity product prices that inform the Farmgate Milk Price
(Reference Commodity Products) were down on average 7.7%

compared to the prior season and are the main reason for the

decline in the Farmgate Milk Price from $8.22 per kgMS last season.

20242023202220212020

7.14

0.05

7.54

0.20

$7.19

$7.74

9.30

0.20

$9.50

8.22

0.50

0.50

$9.22

7.83

0.55

$8.38

Farmgate Milk PriceDividendsCapital return

Cash distributions per kgMS¹

The robust underlying operating earnings in FY23 and FY24 reflect

a step change in the Co-op’s performance. Operating profit (EBIT)

from continuing operations for FY24 is $1.56 billion, with the

improvement in earnings from Foodservice and Consumer partially

offsetting the lower earnings in Ingredients. The lower Ingredients’

earnings reflect the less favourable price relativities in FY24 from

the favourable levels in FY23.

20242023202220212020

1.3

0.90.9

1.8

1.6

Continuing operations' operating profit

2

($b)

Profit after tax from continuing operations is $1.17 billion and is

equivalent to 70 cents per share. Including discontinued operations,

Total Group profit after tax is $1.13 billion and is equivalent

to 67 cents per share, down from 95 cents in the comparable

period. The main drivers of the difference are the favourable price

relativities and gain on sale of Soprole included in FY23.

20242023202220212020

48

31

36

75

50

70

55

20

20

5

Earnings per share (cents)

3

Dividends (cents)

The Co-op has returned

$7.83 on average for

every kilogram of milk

solids our farmer owners

supplied. Combined with

a full year dividend of

55 cents per share, this

means a total payout

of $8.38 per kgMS to a

fully shared up supplier.

1 For a fully shared up supplier.

2 Soprole was classified as a discontinued operation in 2023, and 2022 was re-presented.

Soprole operating earnings for 2020 and 2021 were $42 million and $71 million respectively.

3 Soprole was classified as a discontinued operation in 2023, and 2022

was re-presented. EPS prior to 2022 includes earnings from Soprole.

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Net debt at year-end is $2.6 billion, $0.6 billion lower due to the
lower inventory levels and strong underlying earnings. Lower net

debt and higher equity, due to strong earnings, has resulted in a

Gearing ratio of 24.0%, well below the 5-year trend.

The strength of the Co-op’s balance sheet provides optionality,

flexibility for future investments and mitigates market volatility.

The Co-op introduced the new Advance Rate Schedule guideline

improving timing of on-farm cash flows for our farmer shareholders.

We have also announced investments in expanding capacity for

UHT cream and high-value proteins to meet increasing demand.

20242023202220212020

44%

5.24.35.3

3.2

2.6

39%

42%

29%

24%

Year-end Net Debt ($b)

1

Gearing

Above average earnings combined with the strength of our

balance sheet has put the Co-op in a position to pay a full year

dividend of 55 cents per share, comprising 15 cents per share

at interim, a final dividend of 25 cents per share and a special

dividend of 15 cents per share.

Return on capital for the year was 11.3% which was significantly

ahead of our FY24 target range of 8-9% and the 5-year trend.

20242023202220212020

6.66.6

6.8

12.4

11.3

Return on Capital (%)

1 As at 31 July.

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Improvement in Foodservice and Consumer
partially offset lower Ingredients earnings

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 the Co-op 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.

($ million)

FY23

continuing

operations

EBIT

VolumeMarginOperating

expenses

and other

VolumeMarginOperating

expenses

and other

VolumeMarginOperating

expense

and other

FY24

continuing

operations

EBIT

Ingredients

$657

Foodservice

$138

Consumer

$324

1,755

(97)

(585)

25

25

166

(53)

49

83

192

1,560

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Core OperationsGlobal MarketsGreater ChinaTotal
External sales volume

(million kgMS)

1,164

0%

449

4%

1,613

1%

EBIT contribution from

continuing operations

Ingredients

$165m

$658m

$573m

$13m

$160m

$12m

$898m

$657m

Foodservice

$(22)m

$19m

$122m

$57m

$363m

$100m

$463m

$138m

Consumer

$(28)m

$14m

$247m

$293m

$(20)m

$45m

$199m

$324m

Total

$115m

$691m

$942m

$363m

$503m

$133m

$1,560m

$195m

EBIT by quarter from

continuing operations ($ million)

Core Operations’ operating profit decreased $691 million to

$115 million due to lower earnings in the Ingredients channel.

Global Markets’ operating profit increased $363 million to

$942 million mainly due to improved earnings in the Consumer

channel and impacts of impairments in FY23.

Greater China’s operating profit increased $133 million to

$503 million mainly due to improved earnings in the Foodservice

channel and impacts of impairments in FY23.

283

552

497

223

251

216

274

157

41

95

107

82

208

134

109

12

29

(136)

58

(76)

116

61

72

(50)

Q1Q2Q3Q4Q1Q2Q3Q4

FY23FY24

29

(136)

58

(76)

116

61

72

(50)

Q1Q2Q3Q4Q1Q2Q3Q4

FY23FY24

Note: For the year ended 31 July. Prepared on a continuing operations basis. Comparative

information has been re-presented for consistency with the current period.

Diversified across markets and products

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FY23
Total Group

profit after

tax

Discontinued

operations

profit after tax

FY23

continuing

operations

profit after tax

FY24

continuing

operations

profit after tax

Discontinued

operations

loss after tax

FY24

Total Group

profit

after tax

Operating

earnings

Net finance

costs

Tax

Continuing operations

$73

1,577

(336)

(195)

1,241

54

68

1,168

(40)

1,128

Lower earnings partially offset by lower finance costs and tax

Operating

earnings down

$387m after

adjusting for the

$192m net impact

of impairments in

FY23 and FY24

Lower debt and

cost of funding

Decrease in tax due

to lower earnings and

higher dividend payment

($ million)

1

1 Includes amounts attributable to non-controlling interests.

Kimberly & Michael, Southland

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In this section
Independent Auditor’s Report34

Statement of Financial Position39

Statement of Profit or Loss

and Other Comprehensive Income40

Statement of Cash Flows 41

Statement of Changes in Equity42

Basis of Preparation43

Notes to the Financial Statements 46

Financial Statements

Tiaki-Jack & Rachel, Bay of Plenty

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Independent Auditor’s Report
To the shareholders of Fonterra Co-operative Group Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements of Fonterra Co-operative Group Limited (the ’company’)

and its subsidiaries (the ‘Group’) on pages 39to88present fairly, in all material respects:

i. the Group’s financial position as at 31 July 2024 and its financial performance and cash flows for the year

ended on that date;

ii. in accordance with New Zealand Equivalents to International Financial Reporting Standards issued by the

New Zealand Accounting Standards Board and International Financial Reporting Standards issued by the

International Accounting Standards Board.

We have audited the accompanying consolidated financial statements which comprise:

– the consolidated statement of financial position as at 31 July 2024;

– the consolidated statements of profit or loss and other comprehensive income, cash flows and changes in

equity 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 Group 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

consolidated financial statements section of our report.

Our firm has also provided other services to the Group that are related to our role as the Group’s auditor, such as

assurance and agreed upon procedures services. This includes an engagement to provide a separate reasonable

assurance report in connection with the Farmgate Milk Price. A copy of this assurance report is attached as an

appendix to Fonterra’s Farmgate Milk Price Statement. Subject to certain restrictions, partners and employees

of our firm may also deal with the Group on normal terms within the ordinary course of trading activities of the

business of the Group. These matters have not impaired our independence as auditor of the Group. The firm has

no other relationship with, or interest in, the Group.

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 consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $60 million determined with reference to a benchmark of the cost of New Zealand sourced

milk. We chose the benchmark because, in our view, this is a key measure of the Group’s performance.

Scoping

The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on

the consolidated financial statements as a whole, taking into account the structure of the Group, the financial

reporting systems, processes and controls, and the industry in which it operates.

In establishing the overall approach to our audit, we considered the centralised nature of the Group’s operations,

the risk profile of countries where the Group operates, and changes taking place within the business. We also

considered the financial significance of each business unit together with any local statutory audit requirements.

The Group financial statements are a consolidation of over 100 individual subsidiaries and equity accounted

investees. We scoped in 7 subsidiaries in New Zealand and Australia to be subject to audit due to their financial

significance and risk profile. We undertook audits of these subsidiaries ourselves. In addition, we performed

specific risk-focused audit procedures on certain transactions and balances in respect of a further 7 subsidiaries

in Japan, the Netherlands, the USA, New Zealand and Singapore. We also identified 5 additional subsidiaries

in China, Indonesia, Philippines, United Arab Emirates and Saudi Arabia to include in our scoping to provide

additional coverage over the Group’s revenue and assets.

Taken together, the subsidiaries in scope for the Group audit accounted for 90% of the Group’s revenue and 87%

of the Group’s total assets. For the remaining subsidiaries, we performed analysis at an aggregated Group level to

confirm our assessment that there were no significant risks of material misstatement associated with them.

We assigned materiality levels to in scope subsidiaries for performance of audits and specified audit procedures.

These were lower than the materiality level for the Group as a whole, ranging from $5 million to $40 million, and

determined with reference to the size and risk profile of the subsidiary.

We visited subsidiary locations in New Zealand, Australia, Netherlands, Singapore, China, Indonesia, Philippines,

United Arab Emirates, and Saudi Arabia. We held meetings with management responsible for the financial

information of all in scope subsidiaries.

We audited the Group consolidation, financial statement disclosures and a number of complex items centrally

in New Zealand. These included general IT controls, controls operated through Fonterra’s shared service centre

environment, revenue recognition, the cost of New Zealand sourced milk, impairment of goodwill and brands,

useful lives of property, plant and equipment and financial instruments.

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Independent Auditor’s Report continued
Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of

our statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the consolidated financial statements.

THE KEY AUDIT MATTERHOW THE MATTER WAS ADDRESSED IN OUR AUDIT

Revenue Recognition

Refer to Note 1 to the financial statements.

We considered the recognition of revenue from contracts with key customers and distributors to be a key audit

matter due to:

–the significance of the Group’s $22.8 billion of revenue to the financial statements as a whole;

–the level of judgement involved in establishing the timing and amount of revenue recognised for certain

customers and distributors, in particular judgement related to agent versus principal considerations; and

–the extent of audit effort required to examine the Group’s contracts with customers in the context of the

size and complexity of this area, and the requirement under auditing standards for us to consider fraud risk

associated with revenue recognition.

The procedures we performed to evaluate whether revenue had been recognised appropriately included:

–identifying and testing relevant controls over revenue recognition, and using data analytics routines to evaluate

100% of sales transactions undertaken through the Group’s two core ERP systems (representing 93% of

Group revenue);

–assessing the Group’s revenue recognition accounting policies, and evaluating the application of these policies

to actual contracts with customers as noted below;

–evaluating contractual arrangements with key customers and distributors through discussion with management

and inspection of the underlying documentation, as well as sample testing other sales arrangements; and

–performing other audit procedures specifically designed to address the risk of management override of controls

including journal entry testing, applying particular focus to the timing of revenue transactions.

We completed these procedures and have no matters to report.

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Independent Auditor’s Report continued
THE KEY AUDIT MATTERHOW THE MATTER WAS ADDRESSED IN OUR AUDIT

Goodwill and Brands

Refer to Note 12 to the financial statements.

We considered the Group’s annual impairment testing of goodwill and brands to be a key audit matter due to

the significance of the balance of $1.5 billion to the financial statements as a whole and the level of judgement

involved in determining the methodology and assumptions used in the testing.

We focused our audit effort in respect of goodwill on the Fonterra Australia cash generating unit, which includes

$287 million of goodwill and brands, and is tested using the discounted cash flow method.

The Group’s consumer & foodservice brands are tested using the relief from royalty valuation method. We focused

our audit effort in respect of brands on those with a heightened risk of impairment:

–Anmum ($39 million of brand value); and

–Anlene ($164 million of brand value).

We focused on the significant forward-looking assumptions the Group applied in their impairment testing, including:

–forecast cash flows, for Fonterra Australia taking into account the Group’s assumptions regarding the Australia

milk price environment and cost saving initiatives;

–local currency sales forecasts and market royalty rates appropriate to each brand; and

–terminal growth rates and discount rates, as the Group’s impairment models are highly sensitive to small

changes in these assumptions.

In addition to the above, the carrying amount of the Group’s net assets at 31 July 2024 was $8.2 billion whilst the

market capitalisation of Fonterra Co-operative Group Limited was $4.8 billion. This is an indicator of impairment

and required additional analysis and interpretation.

The procedures we performed to evaluate the impairment assessments included:

–assessing whether the methodology adopted was consistent with accepted valuation approaches of IAS 36

Impairment of Assets;

–evaluating the significant assumptions by comparing to historical trends, approved budgets, business plans and

external market data;

–comparing discount rates and terminal growth rates applied to the estimated future cash flows to relevant

benchmarks using KPMG valuation specialists;

–challenging the above assumptions and judgements by performing sensitivity analysis, considering a range of likely

outcomes based on various scenarios;

–evaluating the estimate of the recoverable amount of the Group as a whole, including evaluating the work

performed by the Group’s external valuation specialists; and

–considering the appropriateness of the disclosures in the financial statements.

No impairment of goodwill was recognised in respect of Fonterra Australia.

The Group recognised an impairment of $31 million in respect of the Anmum brand. No impairment was recognised in

respect of the Anlene brand.

We found the impairment testing methodologies to be consistent with IAS 36. We found the discount rate and

terminal growth rate assumptions were in an acceptable range, and that the other significant assumptions were largely

supported by comparison to the sources we considered.

For Anmum, our scenario analysis indicated that the impairment recognised was appropriate. As there is no headroom

over the carrying value of this brand, any adverse movement in key assumptions would result in further impairment.

For Fonterra Australia and Anlene, our scenario analysis indicated that limited headroom exists over the carrying

amount of these assets and that adverse movements in key assumptions could result in impairments.

The estimate of the recoverable amount for the Group as a whole exceeded the carrying amount of the Group’s net

assets. The evidence we obtained in respect of valuation ranges for the Group as a whole did not indicate that further

impairment of goodwill and brands was necessary.

We consider the impairment disclosures to be a fair reflection of the underlying impairment tests.

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THE KEY AUDIT MATTERHOW THE MATTER WAS ADDRESSED IN OUR AUDIT
The cost of New Zealand sourced milk

Refer to Notes 3 and 9 to the financial statements.

The cost of New Zealand sourced milk supplied by farmer shareholders amounted to $11.7 billion and comprises

the volume of milk solids supplied at the Farmgate Milk Price as determined by the Board of Directors for the

relevant season.

In making that determination, the Board takes into account the Farmgate Milk Price calculated in accordance with

the Farmgate Milk Price Manual.

We considered the cost of New Zealand sourced milk to be a key audit matter due to:

–its significance to the financial statements as a whole. The cost of New Zealand sourced milk is a key component

of the Group’s cost of goods sold of $19.0 billion and the carrying value of the Group’s inventory of $4.5 billion;

and

–the extent of audit effort required to examine the cost of New Zealand sourced milk due to the complexity of

applying the Board approved milk price to cost of goods sold and inventory.

The procedures we performed to evaluate the impact of the Farmgate Milk Price calculation on the cost of

New Zealand sourced milk included:

–examining minutes of Milk Price Panel meetings and confirming with the Company Secretary that the Board

considered the recommended Farmgate Milk Price from the Milk Price Panel and approved the final Farmgate Milk

Price of $7.83 per kgMS for New Zealand sourced milk for the season ended 31 May 2024; and

–examining the application of the Board approved Farmgate Milk Price to cost of goods sold and inventory. This

involved understanding and evaluating relevant controls to ensure that the latest milk price forecast series has been

applied to cost of goods sold and inventory.

At season end, we checked that the cost of New Zealand sourced milk reflected the Board approved Farmgate Milk

Price for the season, particularly where there has been a dynamic monthly milk price and how that should be correctly

applied to the month of collection.

We completed these procedures and have no matters to report.

The Farmgate Milk Price calculation prepared by the Milk Price Group amounted to $7.83 per kgMS (which equates

to $11.7 billion in total) and we confirmed with the Company Secretary that the Board of Directors approved the

final Farmgate Milk Price of $7.83 per kgMS for New Zealand sourced milk for the season ended 31 May 2024 at their

meeting on 24 September 2024.

Independent Auditor’s Report continued

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Independent Auditor’s Report continued
Other information

The Directors, on behalf of the company, are responsible for the other information included in the entity’s Annual

Report and supporting reports. Other information includes:

–the Annual Review;

–the Corporate Governance Statement, Remuneration and Statutory Information;

–Climate Related Disclosures; and

–Sustainability Reporting.

Our opinion on the consolidated 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 consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated 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.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders 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 shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the company, are responsible for:

–the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards issued by the New Zealand Accounting

Standards Board;

–implementing necessary internal control to enable the preparation of a consolidated 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 consolidated 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

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated 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-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Matthew Diprose.

For and on behalf of

KPMG

Auckland

24 September 2024

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NOTES20242023
1

ASSETS

Current assets

Cash and cash equivalents5401,822

Trade and other receivables 19,17b2,1232,473

Inventories94,4054,306

Derivative financial instruments 282190

Other assets 1389149

Assets held for sale2b3515

Total current assets7, 4 4 29,455

Non-current assets

Inventories95340

Property, plant and equipment116,4006,343

Intangible assets121,7851,824

Deferred tax assets16b208182

Derivative financial instruments344379

Other assets 13447378

Total non-current assets9,2379,146

Total assets16,67918,601

Statement of Financial Position

AS AT 31 JULY

($ MILLION)

NOTES20242023

1

LIABILITIES

Current liabilities

Bank overdraft42102

Borrowings61,032785

Trade and other payables 10,17b4,1964,370

Tax payable107118

Derivative financial instruments362415

Capital return payable4–804

Other liabilities14108131

Liabilities held for sale2b–536

Total current liabilities 5,8477,261

Non-current liabilities

Borrowings62,3563,156

Derivative financial instruments 90106

Deferred tax liabilities16b13536

Other liabilities147674

Total non-current liabilities 2,6573,372

Total liabilities8,50410,633

Net assets8,1757, 9 6 8

EQUITY

Subscribed equity45,0645,073

Retained earnings2,9602,774

Reserves20a7559

Non-controlling interests7662

Total equity8,1757, 9 6 8

1 Comparative information includes re-presentations for consistency with the current period.

The Board approved and authorised for issue these Financial Statements on 24 September 2024.

For and on behalf of the Board:

Peter McBride Bruce Hassall

Chairman Director

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Statement of Profit or Loss and Other Comprehensive Income
FOR THE YEAR ENDED 31 JULY

($ MILLION)

NOTES20242023

1

Revenue from sale of goods

1

22,82224,580

Cost of goods sold:

New Zealand sourced cost of milk(11,679)(12,306)

Non-New Zealand sourced cost of milk(1,102)(1,109)

Other collection and manufacturing costs(6,318)(6,182)

Increase/(decrease) in inventories99(802)

Total cost of goods sold

2

3a(19,000)(20,399)

Gross profit3,8224,181

Other operating income9178

Foreign exchange gains/(losses)16(8)

Operating expenses3a(2,369)(2,496)

Net finance costs7(157)(211)

Profit before tax from continuing operations1,4031,544

Tax exp ense16(235)(303)

Profit after tax from continuing operations1,1681,241

(Loss)/profit after tax from discontinued operations2c(40)336

Profit after tax1,1281,577

Cash flow hedges and other costs of hedging, net of tax

20a

(115)389

Net investment hedges and translation of foreign operations, net of tax20a5266

Foreign currency translation reserve losses transferred to profit or loss2c, 20a68194

Other movements in reserves–5

Total items that may be reclassified subsequently to profit or loss5654

Total items that will not be reclassified subsequently to profit or loss7(4)

Total other comprehensive income12650

Total comprehensive income1,1402,227

Earnings per share attributed to equity holders of the Co-operative

Basic and diluted earnings per share from continuing operations ($)0.700.75

Basic and diluted (loss)/earnings per share from discontinued operations ($)(0.03)0.20

Total basic and diluted earnings per share ($)0.670.95

Weighted average number of shares (thousands of shares)1,606,9341,610,507

1 Comparative information includes re-presentations for consistency with the current period.

2 This Statement is presented on a functional basis. The shaded information provides an additional breakdown of Cost of goods sold by nature of expense.

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NOTES20242023
1

Cash flows from operating activities

Profit after tax1,1281,577

Adjustments for:

Net finance costs164261

Tax exp ense235380

Depreciation and amortisation627662

Impairments1256252

Loss/(gain) on sale of businesses2a66(341)

Foreign exchange losses/(gains)1(137)

Other13163

Total adjustments1,1621,240

Decrease in working capital and other operating activities15112774

Net taxes paid(89)(73)

Net cash flows from operating activities2,3133,518

Cash flows from investing activities

Proceeds relating to divestments

2

–1,084

Other cash inflows2544

Acquisition of property, plant and equipment (577)(598)

Hedging activities relating to the Chilean Soprole divestment2–(148)

Taxes paid relating to divestments2–(118)

Acquisition of intangible assets(73)(72)

Acquisition of investments(73)(44)

Other cash outflows(32)(16)

Net cash flows from investing activities(730)132

Statement of Cash Flows

FOR THE YEAR ENDED 31 JULY

($ MILLION)

NOTES20242023

1

Cash flows from financing activities

Proceeds from borrowings2,8952,698

Other cash inflows27101

Repayment of borrowings(3,806)(4,214)

Capital return paid4(804)–

Dividends paid(925)(430)

Interest paid(218)(336)

Share buyback(4)(11)

Net cash flows from financing activities(2,835)(2,192)

Net (decrease)/increase in cash(1,252)1,458

Opening cash 1,750281

Effect of exchange rate changes–11

Closing cash 4981,750

Reconciliation of closing cash to the Statement of

Financial Position

Cash and cash equivalents5401,822

Bank overdraft(42)(102)

Cash balances included in assets and liabilities held for sale2b–30

Closing cash4981,750

1 Comparative information includes re-presentations for consistency with the current period.

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Statement of Changes in Equity
FOR THE YEAR ENDED 31 JULY

($ MILLION)

ATTRIBUTABLE TO EQUITY HOLDERS

OF THE CO-OPERATIVE

NOTES

SUBSCRIBED

EQUITY

RETAINED

EARNINGSRESERVES

NON-

CONTROLLING

INTERESTSTOTAL EQUITY

As at 1 August 20235,0732 , 7 7459627, 9 6 8

Profit after tax–1 , 074–541,128

Transfer between reserves–(4)4––

Other comprehensive income––12–12

Total comprehensive income–1,07016541,140

Transactions with equity holders:

Dividends paid

5

–(884)–(41)(925)

Dairy Partners Americas Brasil Limitada capital contributions received2b–––88

Derecognition of non-controlling interest in Dairy Partners Americas Brasil Limitada

2b

–––(7)(7)

Share buyback

4

(9)–––(9)

As at 31 July 20245,0642,96075768,175

As at 1 August 20225,8911,611(569)(27)6,906

Profit after tax–1,537–401,577

Transfer between reserves–29(29)––

Other comprehensive income/(expense)––657(7)650

Total comprehensive income–1,566628332,227

Transactions with equity holders:

Dividends paid5–(403)–(27)(430)

Dairy Partners Americas Brasil Limitada capital contributions received2b–––8383

Capital return4(804)–––(804)

Share buyback4(14)–––(14)

As at 31 July 20235,0732,77459627, 9 6 8

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Basis of Preparation
FOR THE YEAR ENDED 31 JULY 2024

AT A GLANCE

The basis of preparation describes the significant accounting policies, judgements and estimates that are

relevant to the Group’s Financial Statements as a whole. Where a policy, judgement or estimate is specific to

a particular Note, it is included in the Note to which it relates.

a) About Fonterra

Fonterra Co-operative Group Limited (Fonterra, the Company or the Co-operative) is a multinational dairy co-

operative. Fonterra is primarily involved in the collection, manufacture and sale of milk and milk-derived products

through its Ingredients, Consumer and Foodservice channels.

Fonterra is incorporated and domiciled in New Zealand. Fonterra is registered under the Companies Act 1993 and

the Co-operative Companies Act 1996, and is an FMC Reporting Entity under the Financial Markets Conduct Act

2013. Fonterra is also required to comply with the Dairy Industry Restructuring Act 2001 (DIRA).

b) Basis of preparation

These Financial Statements comprise Fonterra and its subsidiaries (together referred to as the Group) and the

Group’s interests in its equity accounted investments.

These Financial Statements:

–Comply with International Financial Reporting Standards (IFRS Accounting Standards);

–Comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS Accounting

Standards);

–Have been prepared in accordance with Generally Accepted Accounting Practice (GAAP) applicable to for-profit

entities;

–Have been prepared on a historical cost basis except where otherwise stated. Assets and liabilities measured at

fair value are summarised in Note 18 Fair value measurement; and

–Are presented in New Zealand Dollars ($ or NZD), which is Fonterra’s functional currency, and rounded to the

nearest million, except where otherwise stated.

Re-presentations

At each balance date the Group assesses the aggregation and disaggregation of individual line items. The following

changes have been made (and comparative information has been re-presented for consistency with the current

period):

–Tax payable is presented separately from other current liabilities (31 July 2023: $118 million) and deferred tax

liabilities are presented separately from other non-current liabilities (31 July 2023: $36 million); and

–Emissions units held for compliance purposes that are expected to be consumed in production beyond one year

from balance date are presented as non-current inventories, separately from current inventories in the Statement

of Financial Position (31 July 2023: $40 million).

In operating activities within the Statement of Cash Flows, the comparative amounts of other adjustments and of

working capital and other operating activities have increased/decreased respectively by $97 million, for consistency

with the current period’s presentation of emission units held for compliance purposes.

In addition, changes in accounting policies have impacted comparatives and are described below. Certain

comparative note information has also been re-presented for consistency with the current period.

c) Basis of consolidation

In preparing these Financial Statements, subsidiaries are consolidated from the date the Group gains control until

the date on which control ceases. The Group’s share of results of equity accounted investments are included in

the Financial Statements from the date that significant influence or joint control commences, until the date that

significant influence or joint control ceases. All transactions with subsidiaries are eliminated.

Translation of the Financial Statements into NZD

The assets and liabilities of Group companies whose functional currency is not NZD are translated into NZD

at the year-end exchange rate. The revenue and expenses of these companies are translated into NZD at rates

approximating those at the dates of the transactions. Exchange differences arising on this translation that are

attributable to equity holders of the Co-operative are recognised in the foreign currency translation reserve.

On disposal or partial disposal of an entity, the related exchange differences that were recorded in equity are

recognised in profit or loss as part of the gain or loss on disposal.

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Basis of Preparation continued
FOR THE YEAR ENDED 31 JULY 2024

d) Material accounting policies

Accounting policies which are considered material to an understanding of the Financial Statements are

provided throughout the notes in blue shading.

Changes in accounting policies

The Group now presents interest paid as a financing activity (previously within operating activities) to better

reflect the underlying operating cash flows of the business, separately from the use of those cash flows. The re-

presentation has changed Net cash flows from operating activities and Net cash flows from financing activities.

There has been no impact to the Statement of Financial Position or the Statement of Profit or Loss and Other

Comprehensive Income. Comparative information has been re-presented for consistency with the current period

(31 July 2023: interest paid of $336 million).

New and amended accounting standards

No new or amended standards and interpretations that became effective for the year ended 31 July 2024 have had

a material impact to the Group.

Accounting standards issued but not yet effective

NZ IFRS 18 Presentation and Disclosure in Financial Statements is effective for the year ending 31 July 2028 and will

impact the presentation of the Statement of Profit or Loss and Other Comprehensive Income, with an allocation of

income and expenses between operating, investing and financing categories, and new sub-totals such as Operating

profit. Financial performance measures used to explain the Group financial performance in public communications

outside the financial statements will also be required to be disclosed, and there is enhanced guidance on the

aggregation and disaggregation of information. The Group is assessing the effect of applying NZ IFRS 18.

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 Group.

e) Significant judgements and estimates

In the preparation of these Financial Statements, a number of judgements and estimates have been made.

Accordingly, actual outcomes may differ to these estimates.

Information about judgements, estimates and assumptions which are considered material to an

understanding of the Financial Statements are provided in the following notes in grey shading.

NOTEITEM INVOLVING SIGNIFICANT JUDGEMENT OR ESTIMATION

Note 1 Segment reporting

and revenue

Revenue recognition for transactions involving distributors

Note 2DivestmentsDetermining if a disposal group is held for sale

Note 12Intangible assetsAssumptions used in the impairment tests

Note 11Property, plant and

equipment

Determining residual values and useful lives

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Basis of Preparation continued
FOR THE YEAR ENDED 31 JULY 2024

f ) Climate-related uncertainties

AT A GLANCE

This section provides information on climate-related risks and opportunities, and how the impact has been

considered in these Financial Statements.

Climate change, Fonterra’s response, and how farmer shareholders, customers, regulators and others also respond

may have significant impacts on the recognised amounts of assets and liabilities.

The Group has a number of climate-related targets, including:

–Reducing its global absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 50.4% by financial year (FY)

2030 (from a FY2018 base year); and

–Reducing its Scope 1 and 3 Forest, Land and Agriculture (FLAG) GHG emissions from dairy by 30% per tonne of

fat and protein corrected milk (FPCM) by FY2030 (from a FY2018 baseline).

The Group has also committed to exiting coal by FY2037.

While the effects of climate change are a continuing source of uncertainty, climate-related risks and opportunities

have been assessed as not having a material impact to the Financial Statements for the year ended 31 July 2024.

Judgements and estimates

The Group has specifically considered the following areas of uncertainty:

–Estimated useful lives of property, plant and equipment

The Group revisits the appropriateness of useful life estimates annually as described in Note 11 Property, plant and

equipment, and has taken into account decarbonisation plans, for example coal boiler assets that will no longer be

used following decarbonisation are expected to be fully depreciated by 2037.

–Recoverable amounts of assets - impairment assumptions

The Group performs impairment reviews as described in Note 12 Intangible assets, and although there have been

impairments recognised in the current year, these are not explicitly related to climate change and are attributed to

the estimates and assumptions for each cash generating unit as described in Note 12 Intangible assets.

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Notes to the Financial Statements
FOR THE YEAR ENDED 31 JULY 2024

NOTEFS PAGE

Performance

1Segment reporting and revenue47

2Divestments51

3Profit before tax from continuing operations53

Debt and Equity

4Subscribed equity instruments55

5Dividends56

6Borrowings57

7Net finance costs58

8Capital management58

Assets and Liabilities

9Inventories60

10Trade and other payables60

11Property, plant and equipment61

12Intangible assets63

13Other assets66

14Other liabilities66

Other

15Net movement in working capital and other operating activities67

16Taxation68

17Related party transactions70

18Fair value measurement71

19Financial risk management72

20Hedge accounting78

21Offsetting of financial assets and liabilities87

22Subsidiaries88

Amber & Fala, Auckland

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

Performance

This section focuses on the Group’s financial performance and the returns provided to equity holders.

1 Segment reporting and revenue

AT A GLANCE

This note provides information on the Group’s organisational structure and segment performance, from

continuing operations, together with information on the Group’s external revenue. The Group’s reportable

segments are Global Markets, Greater China, and Core Operations.

Segment information provided in this note reflects the Group’s performance from continuing operations only.

During the year the financial performance of the Brazil consumer and foodservice businesses was recognised

in profit after tax from discontinued operations up until the date of its sale, and it has been excluded from the

disclosures in this note (31 July 2023: the Hangu China farm, the Brazil consumer and foodservice business and

Chilean Soprole business). Please see Note 2 Divestments for further information about the Group’s discontinued

operations.

a) Reportable segments

Operating segments reflect the way financial information is regularly reviewed by the Fonterra Management Team

(FMT). The FMT is considered to be the Chief Operating Decision Maker (CODM). The FMT consists of the Group’s

Chief Executive Officer (CEO), Chief Financial Officer, Chief Operating Officer, the CEO Global Markets, the CEO

Greater China, the Chief Innovation and Brand Officer, the Managing Director Strategy and Optimisation, the

Managing Director People and Culture and the Managing Director Co-operative Affairs.

In June 2024, Fonterra announced changes to its FMT, following the announcement in May 2024 of a step-change

in its strategic direction. Two new FMT roles were created effective 1 August 2024, the President Global Markets -

Ingredients and the Managing Director Global Markets - Consumer and Foodservice. These replace the CEO Global

Markets FMT role.

During the year, the measure of profit or loss used by the FMT to evaluate the underlying performance of operating

segments was earnings before interest and tax (EBIT).

The Group’s organisational structure, operating model and the way financial information is presented to the FMT is

based around two customer-facing regional business units, Global Markets and Greater China, and Core Operations

which comprises:

–Chief Operating Office (COO) which includes New Zealand milk collection and processing operations, supply

chain, Safety and Food Safety;

–Strategy and Optimisation (S&O), which includes optimising the New Zealand milk pool, product pricing support

for the regions, managing Fonterra’s dairy and non-dairy price risk and providing price risk management tools to

both our customers and farmer shareholders; and

–Fonterra Farm Source™ retail stores.

Innovation and Brand and corporate costs including Group IT, Co-operative Affairs and other Group Functions, are

allocated to Global Markets, Greater China and Core Operations.

The operating model forms the basis for the Group’s operating segments.

The Group has identified its reportable segments based on a number of factors, including how the CODM makes

decisions about resource allocations and assesses performance. The Group has determined that its reportable

segments are Global Markets, Greater China and Core Operations at 31 July 2024.

REPORTABLE SEGMENTSDESCRIPTION

Global MarketsRepresents the global Ingredients, Foodservice and Consumer channels outside of

Greater China.

Greater ChinaRepresents the Ingredients, Foodservice and Consumer channels in Greater China.

Core OperationsRepresents COO, S&O and Fonterra Farm Source™ retail stores.

The performance of large multinational customers are reported within the reportable segment that they are

managed by. This can differ from the geographical region of the destination of goods sold.

The performance of the Group’s reporting segments includes transactions between the regional business units and

Core Operations for the purchase and sale of goods, which are eliminated at the total Group level. Transactions

between Core Operations and the other reportable segments are based on transfer pricing that is indexed where

possible to observable market pricing (such as Global Dairy Trade prices). For products with specifications that

vary from those with observable market pricing, incremental manufacturing and services costs are included in the

transfer price.

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

a) Reportable segments continued

GLOBAL MARKETSGREATER CHINACORE OPERATIONSELIMINATIONSTOTAL

CONTINUING OPERATIONS2024202320242023202420232024202320242023

Revenue from sale of goods16,81818,4016,3697, 07 216,97719,142( 1 7, 3 4 2)(20,035)22,82224,580

Cost of goods sold(14,775)(16,565)(5,493)(6,356)(16 , 074)(17, 51 3)1 7, 3 4 220,035(19,000)(20,399)

Gross profit2,0431,8368767169031,629––3,8224,181

Operating expenses(1,168)(1,310)(375)(346)(826)(840)––(2,369)(2,496)

Other

1

67532–3817––10770

EBIT

2

942579503370115806––1,5601,755

Profit after tax73838541228418572––1,1681,241

Profit after tax attributable to equity holders of the Co-operative

2

72736938326218571––1,1281,202

Other segment information:

– Inter-segment revenue3102995431 7, 0 2 719,693( 1 7, 3 4 2)(20,035)––

– External revenue

3

:

Ingredients channel revenue11,43413,2913,5934,44082(315)––15,10917, 416

Foodservice channel revenue1,7511,7922,3772,212(78)(139)––4,0503,865

Consumer channel revenue3,3233,019394377(54)(97)––3,6633,299

Total external revenue16,50818,1026,3647, 02 9(50)(551)––22,82224,580

– Depreciation and amortisation(160)(156)(24)(13)(443)(485)––(627)(654)

– Share of (loss)/profit of equity accounted investees77(2)–(6)10––(1)17

1 Comprises other operating income (inclusive of the share of profit of equity accounted investees) and foreign exchange gains/(losses).

2 During the year, the measure used by the FMT to evaluate the underlying performance of operating segments transitioned to EBIT, from Profit after tax attributable to equity holders. Profit after tax attributable to equity holders has continued to be presented in the table above for information purposes only.

3 External revenue is determined in accordance with the accounting policy, estimates and judgements set out below. Core Operations includes external revenue together with adjustments to reflect that it acts as an agent for other segments, and the volatility associated with the Group’s sales hedging

activities.

1 Segment reporting and revenue continued

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

b) Revenue

The Group recognises revenue from the sale of products when control of the products transfers to the

customer. The transfer of control of products typically occurs at the following times:

–Ingredient products (export sales) – once the products are loaded onto the ship.

–Ingredient products (domestic sales) – on delivery of the products to the customer’s designated location.

–Consumer and foodservice products – on delivery of the products to the customer’s designated location.

The amount of revenue recognised reflects the consideration that the Group expects to be entitled to for

providing the products to the customer. Revenue is measured as the sales price specified in the contract

adjusted for pricing adjustments, trade spend and rebates. Pricing adjustments, trade spend and rebates are

recognised as deductions from revenue at the time that the related sale is recognised. The estimated amount

of the deduction from revenue is based on historical experience and the specific terms of the contracts with

customers so that it is highly probable that a significant reversal of revenue recognised will not occur.

For export sales the Group sells a significant proportion of its products on terms that include freight and

insurance to the destination port. For these sales the Group has a separate performance obligation to

arrange freight and insurance services for the customers after the date at which control of the products

passes to the customer. As the Group does not control the freight and insurance services before those

services are transferred to the customer, the Group is acting as an agent. Therefore, the Group recognises

the net agency fee as revenue when freight and insurance services are made available to customers, usually

this is when the products are loaded onto the ship.

The Group offers credit terms which are short-term in nature. In addition, as part of its normal trade terms,

the Group receives payments in advance from certain customers. Contracts with customers do not contain

significant financing components.

The Group sells products either directly to customers or through distributors. For transactions involving

distributors, judgement is required to assess whether:

–Control of the products passes and therefore revenue is recognised when the products are transferred to

the distributor, in which case the distributor is the Group’s customer; or

–The Group retains control of the products after transfer to the distributor, in which case control of the

products does not pass until the products reach the customer in the supply chain who does obtain control

of the product. In this situation the customer, referred to as the ‘end customer’ may be a retailer, reseller

or food manufacturer. Revenue is not recognised until the products are transferred to the end customer.

The assessment of whether control of the products passes to the distributor can involve significant

judgement. In assessing control, the following indicators are considered:

–The ability to direct the use of the product. This includes consideration of who has the primary

responsibility for providing the products to the end customer and whether the Group can restrict who the

distributor sells the product to.

–The transfer of inventory risk and demand risk. This includes consideration of the level of, or allowance for,

product returns and who bears the residual risk of product expiry.

–The level of support provided by the Group to assist the distributor to on-sell the product. This includes

consideration of collaboration on marketing plans, financial support provided by the Group through

pricing discounts or funding of promotional activity.

Sales to distributors where significant judgement is involved in determining the timing of revenue

recognition are primarily in the Foodservice channel.

Contractual terms vary across markets and sales channels. In most arrangements the contractual terms

indicate that the distributor is responsible for providing the products to the end customer and has assumed

the inventory risk. The Group often retains price risk through the provision of price discounts, funding

promotional activity or influence over price setting. In general, these pricing mechanisms impact the amount

of revenue recognised by the Group rather than indicating control of the products is retained.

In order to conclude on the transfer of control of the products the contract must be assessed in its entirety,

along with implied contractual terms based on commercial customary practices.

1 Segment reporting and revenue continued

49

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

b) Revenue continued

In addition to the segment and channel revenue set out above, revenue is also presented by geography on the basis of the destination of the goods sold. Geographical groupings in the following table are not aligned with the Group’s

reportable segments.

GEOGRAPHICAL EXTERNAL REVENUE

ASIA

(EXCLUDING CHINA)CHINANEW ZEALANDAMERICASAUSTRALIAREST OF WORLDTOTAL

Year ended 31 July 20248,6915,6392,4252,3262,3091,43222,822

Year ended 31 July 20239,0126,1922,5182,4952,2392,12424,580

c) Geographical analysis of non-current assets

Geographical groupings in the following table are not aligned with the Group’s reportable segments.

GEOGRAPHICAL NON-CURRENT ASSETS

ASIA

(EXCLUDING CHINA)CHINANEW ZEALANDAMERICASAUSTRALIAREST OF WORLDTOTAL

As at 31 July 2024732216,35739701808,263

As at 31 July 2023

1

742236,31649621828,229

1 Comparative information includes re-presentations for consistency with the current period, primarily to exclude all other financial instruments.

RECONCILIATION OF GEOGRAPHICAL NON-CURRENT ASSETS TO TOTAL NON-CURRENT ASSETS20242023

1

Geographical non-current assets 8,2638,229

Deferred tax assets208182

Derivative financial instruments 344379

Other financial instruments422356

Total non-current assets9,2379,146

1 Comparative information includes re-presentations for consistency with the current period, primarily to exclude all other financial instruments.

1 Segment reporting and revenue continued

50

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

2 Divestments

AT A GLANCE

This note provides information on components of the Group that have been divested or are held for sale,

and discontinued operations.

The Group completed the sale of the Brazil consumer and foodservice business during the year.

In May 2024 the Group announced exploring full or partial divestment options for some or all of its global

Consumer business, as well as its integrated businesses Fonterra Oceania and Fonterra Sri Lanka. At 31 July 2024,

these businesses do not meet the criteria to be classified as held for sale or discontinued operations.

a) Divestments

An asset, investment or group of assets and liabilities (e.g. a business) are derecognised when the Group

loses control in a sale transaction. A gain or loss on sale is recognised as the difference between the total

sales proceeds and the carrying amount of the assets and liabilities at the date of sale, less transaction and

other disposal costs.

Foreign currency translation reserves (and cash flow hedge reserves) recorded in equity and reclassified to

profit or loss at sale also form part of the gain or loss on sale.

Sale of the Brazil consumer and foodservice business

In December 2022 the Group announced the sale of the Brazil consumer and foodservice business. The Brazil

consumer and foodservice business is considered a discontinued operation and its performance has not been

included in a reportable segment.

The divestment was completed in October 2023, with a loss of $66 million recognised in Profit after tax from

discontinued operations in the Statement of Profit or Loss and Other Comprehensive Income, mainly comprised of

a debit balance of $68 million that was reclassified from the foreign currency translation reserve.

A breakdown of net assets disposed of is presented in the following table.

2024

Cash and cash equivalents33

Trade receivables69

Inventory34

Property, plant and equipment91

Intangible assets123

Other assets159

Borrowings(183)

Trade and other payables(219)

Other liabilities(98)

Net assets disposed9

b) Disposal groups held for sale

A disposal group is a group of assets and liabilities to be disposed of (by sale or otherwise) in a single

transaction. A disposal group is classified as held for sale if it is available for immediate sale in its present

condition and its sale is highly probable.

Disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value

less costs to sell. Immediately prior to being classified as held for sale, the carrying amounts of assets and

liabilities in the disposal group are measured in accordance with the applicable accounting policy. Impairment

losses on initial classification as held for sale and subsequent gains and losses on remeasurement are

recognised in profit or loss.

Once classified as held for sale, assets are no longer depreciated or amortised and equity accounted

investments are no longer equity accounted.

Assets of disposal groups held for sale are presented in a single line item within current assets, and liabilities

of disposal groups held for sale are presented in a single line item within current liabilities. Comparative period

information for assets and liabilities held for sale is not re-presented in the Statement of Financial Position.

Judgement is involved in determining whether a disposal group is held for sale at balance date.

Uncertainty is involved in estimating fair value less costs to sell. The fair value less costs to sell for assets

and liabilities held for sale has been estimated based on information received through the sales process,

including agreed purchase price(s) where an agreement has been reached.

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

b) Disposal groups held for sale continued

The major classes of assets and liabilities held for sale are presented in the following table.

ASSETS AND LIABILITIES HELD FOR SALE20242023

Cash and cash equivalents–30

Trade receivables–70

Inventory–37

Property, plant and equipment–90

Intangible assets–124

Other assets3164

Total assets held for sale3515

Borrowings–199

Trade and other payables–239

Other liabilities–98

Total liabilities held for sale–536

Net assets/(liabilities) held for sale3(21)

c) Discontinued operations

A disposal group that meets the criteria to be classified as held for sale (or has been sold) is a discontinued

operation if it represents, or is part of a single co-ordinated plan to dispose of, a separate major line of

business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale.

Profit/(loss) after tax from discontinued operations is presented in a single line item in the Statement of

Profit or Loss and Other Comprehensive Income for both the current and comparative year.

During the year the financial performance of the Brazil consumer and foodservice business was recognised in profit

after tax from discontinued operations up until the date of its sale (31 July 2023: the Hangu China farm, the Brazil

consumer and foodservice business and Chilean Soprole business).

The summarised financial performance recognised in profit after tax from discontinued operations, total

comprehensive income/(expense) from discontinued operations, and net cash generated by the discontinued

operations, is presented in the following table.

2 Divestments continued

DISCONTINUED OPERATIONS20242023

Revenue1721,466

Cost of goods sold(106)(1,048)

Gross profit66418

Other operating income–349

Operating expenses(99)(304)

Net finance costs(7)(50)

(Loss)/profit before tax from discontinued operations(40)413

Tax benefit/(expense)–(77)

(Loss)/profit after tax from discontinued operations(40)336

Share of profit attributable to non-controlling interests141

(Loss)/profit after tax attributable to equity holders of the Co-operative(54)335

(Loss)/profit after tax from discontinued operations(40)336

(Loss)/profit after tax from discontinued operations(40)336

Movement in exchange differences on translation of discontinued operations–17

Foreign currency translation reserve losses transferred to profit or loss68188

Other reserve movements–(4)

Total comprehensive income from discontinued operations28537

Net cash (outflow)/inflow from operating activities(27)63

Net cash (outflow)/inflow from investing activities(29)769

Net cash outflow from financing activities(5)(82)

Net (decrease)/increase in cash generated by the discontinued

operations(61)750

Included in other cash outflows (31 July 2023: Proceeds relating to divestments) within investing activities in the

Statement of Cash Flows, amounts relating to divestments include the following.

20242023

Proceeds received41,094

Less: Cash and cash equivalents disposed of(33)(10)

Total (outflows)/proceeds(29)1,084

52

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

3 Profit before tax from continuing operations

AT A GLANCE

This note provides information on expenses and cost of goods sold by function that have been included in

profit before tax from continuing operations, together with additional information on expenses by nature.

Cost of goods sold is primarily made up of New Zealand-sourced cost of milk.

New Zealand-sourced cost of milk includes the cost of milk supplied by farmer shareholders, supplier

premiums paid, and the cost of milk purchased from contract milk suppliers during the financial year.

New Zealand-sourced cost of milk supplied by farmer shareholders comprises the volume of milk solids

supplied at the Farmgate Milk Price as determined by the Board for the relevant season. In making that

determination the Board takes into account the Farmgate Milk Price calculated in accordance with the

Farmgate Milk Price Manual, which is independently assured. The Fonterra Farmgate Milk Price Statement

sets out information about the Farmgate Milk Price, and how it is calculated. It can be found in the

‘Investors/Farmgate Milk Prices/Milk Price Methodology’ section of Fonterra’s website.

Other collection and manufacturing costs include changes in inventory levels together with purchases of

other products, raw materials, packaging, direct labour costs, depreciation and other costs directly incurred

to bring inventory to its final point of sale location.

a) Expenses by function

20242023

1

Cost of goods sold19,00020,399

Administrative expenses1,008928

Selling and marketing expenses587542

Distribution expenses449433

Other operating expenses325593

Operating expenses2,3692,496

1 Comparative information includes re-presentations for consistency with the current period.

b) Expenses by nature

COST OF GOODS SOLD20242023

Cost of milk:

– New Zealand sourced11,67912,306

– Non-New Zealand sourced1,1021,109

Other ingredient purchases and manufacturing costs2,8102,813

Employee benefits expense1,3501,267

Energy costs792632

Packaging544519

Storage and distribution382477

Depreciation and amortisation440474

Total other collection and manufacturing costs6,3186,182

(Increase)/decrease in inventories(99)802

Total cost of goods sold19,00020,399

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

3 Profit before tax from continuing operations continued

b) Expenses by nature continued

OPERATING EXPENSES20242023

1

Employee benefits expense995963

Storage and distribution268263

Advertising and promotion240219

Information technology231205

Professional and management fees250167

Depreciation and amortisation187180

Impairments34248

Other164251

Total operating expenses2,3692,496

1 Comparative information includes re-presentations for consistency with the current period.

The table below presents further information on expenses recognised in the Statement of Profit or Loss and Other

Comprehensive Income within both Cost of goods sold and Operating expenses from continuing operations.

20242023

Total employee benefits expense2,3452,230

Total depreciation and amortisation expense627654

Total research and development costs107116

c) Fees paid to the auditor and network firms

KPMG has been appointed the Group’s external auditor for five consecutive years and the lead audit partner has

served for five consecutive years. The Board has overseen compliance with the Group’s Audit Independence Policy

and KPMG has not provided any services during the year other than audit, review and audit-related services.

A breakdown of fees paid to the auditor and network firms which are included in the Statement of Profit or Loss and

Other Comprehensive Income is presented in the following table. Fees are inclusive of any disbursements.

$ THOUSANDS

20242023

Audit and review of the Financial Statements of the Group and its

subsidiaries:

–New Zealand

1

6,5246,627

–Network firms of the auditor1,3622,000

Total fees for the audit and review of the Financial Statements7, 8 8 68,627

Audit and review related services performed by the New Zealand auditor:

Assurance engagements

–Farmgate Milk Price Statement

1

51689

–Shareholder continuity report713

–Assurance to Directors over Climate Related Disclosures

(excluding GHG emissions)

155–

Agreed upon procedures engagements

–AGM vote scrutineering–4

–Compliance with banking arrangements1412

–Annual update of debt issuance prospectus–68

Total fees for audit and review related services692186

Total fees paid to auditor8,5788,813

1 The allocation of fees between Farmgate Milk Price Statement assurance engagement and the audit and review of the Financial Statements of the

Group and its subsidiaries: New Zealand has been changed in the current year.

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

Debt and equity

This section outlines the Group’s capital structure and the related financing costs. It also provides information on

how the funds that finance current and future activities are raised and how the Group manages capital.

4 Subscribed equity instruments

AT A GLANCE

This note provides information on the Group’s capital structure, including shares of the Co-operative and

Units of the Fonterra Shareholders’ Fund.

Subscribed equity instruments comprise Co-operative shares and units in the Fonterra Shareholders’ Fund

(the Fund). Incremental costs directly attributable to equity transactions are recognised as a deduction from

subscribed equity.

Under Fonterra’s Flexible Shareholding capital structure farmer shareholders are required to hold their “minimum

holding” and no more than their “maximum holding” of shares in accordance with Fonterra’s Constitution for the

2024/2025 season by the Compliance Date of 1 December 2024.

Information about the Group’s capital structure is available in the ‘Investors/Capital Structure’ section of Fonterra’s

website.

a) Co-operative shares, including shares held within the Group

Co-operative shares can be traded between eligible shareholders on the Fonterra Shareholders’ Market (a private

market operated by NZX Limited). Co-operative shares may only be held by:

–A shareholder supplying milk to Fonterra (farmer shareholder);

–Former farmer shareholders and/or their “permitted transferee(s)” (being a relative of, or someone with a

sufficient ownership or control relationship with, a former farmer shareholder) who must dispose of their shares

within a specified period after cessation of supply. This “exit period” is determined by when the former farmer

shareholder became a farmer shareholder;

–Sharemilkers, contract milkers and lessors who are associated with a farm that supplies milk to Fonterra; and

–Fonterra Farmer Custodian Limited (the Custodian).

Voting rights are dependent on milk supply supported by Co-operative shares. The rights attaching to Co-operative

shares are set out in Fonterra’s Constitution, available in the ‘Our Co-operative/Governance and Management’

section of Fonterra’s website.

A reconciliation of movements in shares of the Co-operative is presented in the following table.

SHARES$ MILLION

2024202320242023

Co-operative shares

Co-operative shares on issue at beginning

of period

1,609,244,6691,612,825,5855,0785,891

Shares acquired (and cancelled) under

buyback programmes

(54,114)(3,580,916)–(9)

Capital return payable–––(804)

Co-operative shares on issue at end of period1,609,190,5551,609,244,6695,0785,078

Treasury shares

Treasury shares at beginning of period(2,000,000)–(5)–

Additional treasury shares(3,000,000)(2,000,000)(9)(5)

Treasury shares at end of period(5,000,000)(2,000,000)(14)(5)

Co-operative shares on issue, excluding

treasury shares1,604,190,5551,607,244,6695,0645,073

On 18 August 2023 the approved capital return of $804 million was paid to shareholders. 268,208,181 shares were

repurchased and cancelled. At the same time, one share held by each shareholder which was not repurchased was

subdivided into such number of shares as were repurchased, plus one. Accordingly, there was no change in the

number of shares on issue following this transaction.

As part of Fonterra’s ongoing capital management programme, Fonterra allocated up to $50 million to an on-market

share buyback 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 Group (including exploring full or

partial divestment options for some or all of its global Consumer business).

The treasury shares relate to shares that can be acquired by the Market Makers which the Group is required to

fund, with the legal title held by Fonterra Farmer Custodian Limited, but which are treated as treasury shares for

accounting purposes. At 31 July 2024, the Market Makers had acquired and the Group had funded 1,947,594 shares

(31 July 2023: 1,199,961 shares).

55

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

4 Subscribed equity instruments continued

b) Units in the Fonterra Shareholders’ Fund (the Fund)

The Custodian holds legal title of Co-operative shares of which the Economic Rights have been sold to the Fund

on trust for the benefit of the Fund. Units in the Fund are traded on the New Zealand Stock Exchange (NZX) and

Australian Securities Exchange (ASX).

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 future, the Board considered it was appropriate to increase

the Fund size, it could do so up to the overall Fund size limit (as a percentage of total Co-operative shares on

issue) of 10% (31 July 2023: 10%). The current Fund size is 6.7% (31 July 2023: 6.7%). The Fonterra share buyback

programmes have not had a material impact on the Fund size as a percentage of the total number of Co-operative

shares on issue.

The rights attaching to units are set out in the Fonterra Shareholders’ Fund 2024 Annual Report, available in the

‘Investors/Fonterra Shareholders’ Fund’ section of Fonterra’s website.

A reconciliation of movements in units of the Fund is presented in the following table.

UNITS

20242023

Units on issue at beginning of period107,410,984107, 417, 32 2

Units redeemed–(6,338)

Units on issue at end of period107,410,984107,410,984

c) Market capitalisation

The Group’s market capitalisation has been below the carrying amount of net assets since Fonterra’s capital review

announcement in May 2021, and the gap has been increasing over time. At 31 July 2024, the Group’s market

capitalisation was $4.8 billion (31 July 2023: $5.1 billion) and the carrying amount of net assets was $8.2 billion

(31 July 2023: $8.0 billion).

The share price is not considered an accurate reflection of the fair value of the Group’s net assets for a number of

reasons, including the nature of the Co-operative and its unique capital structure. For example, shares traded in a

restricted market (i.e. Co-operative shares) are generally expected to trade at a discount compared to unrestricted

markets, there is reduced liquidity in the market, supply and demand dynamics are impacted, and there is limited or

no ability for investors to take a significant ownership interest or controlling interest.

However, accounting standards consider market capitalisation below the value of net assets to be an indicator

of impairment and an impairment test has been performed. An external valuation was obtained to support the

recoverable amount of the Group’s net assets, using a multiples based approach on a fair value less costs of disposal

basis. The valuation used key estimates including maintainable EBIT, earnings multiples of between 12.0x to 13.0x

and seasonally adjusted net debt. This valuation uses unobservable inputs which would be categorised under Level

3 of the fair value hierarchy. This implied an equity valuation range which exceeds the net assets of the Group.

As such, no impairment has been recognised.

5 Dividends

All Co-operative shares, including those held by the Custodian, are eligible to receive dividends if declared by

the Board.

Dividends are recognised as a liability in the Group’s Financial Statements in the period in which they are

declared by the Board. The Group’s Dividend Policy can be found in the ‘Investors/Results & Reporting/

Dividends & Reinvestment Plan’ section of Fonterra’s website.

20242023

2024 Interim dividend – 15 cents per share241–

2023 Final dividend – 40 cents per share643–

2023 Interim dividend – 10 cents per share–161

2022 Final dividend – 15 cents per share–242

Dividend declared after balance date

On 24 September 2024, the Board declared a final dividend of 25 cents per share and a special dividend of 15 cents

per share, to be paid on 11 October 2024 to all holders of Co-operative shares on issue at 2 October 2024.

56

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

6 Borrowings

AT A GLANCE

This note provides information on the Group’s borrowings, including movements during the year.

Borrowings (excluding lease liabilities) are recognised initially at fair value, net of transaction costs incurred.

Borrowings are subsequently measured at amortised cost using the effective interest method, with the

hedged risks on certain debt instruments measured at fair value.

Lease liabilities are recognised at the commencement date of the lease as the present value of the lease

payments over the lease term. The lease payments include the exercise price of a purchase option where the

Group is reasonably certain to exercise the option.

The lease payments are discounted using the incremental borrowing rate at the lease commencement date if

the interest rate implicit in the lease is not readily determinable.

The lease term is the non-cancellable period, plus renewal options if they are reasonably certain to be

exercised. Once a lease has commenced, the Group will only reassess the lease term on the occurrence of a

significant event or change in circumstance that is within its control and affects its ability to exercise, or not

exercise, an option not previously included in the lease term.

20242023

Total current borrowings1,032785

Total non-current borrowings2,3563,156

Total borrowings

1

3,3883,941

Bank loans3950

Lease liabilities359392

NZX-listed bonds

2

9895

Medium-term notes

2

2,8923,404

Total borrowings

1,3

3,3883,941

1 At 31 July 2023, borrowings of $199 million attributable to disposal groups held for sale were not included in the table above.

2 Comparatives have been re-presented for consistency with the current year.

3 All borrowings other than lease liabilities are both unsecured and unsubordinated.

A breakdown of movements in total borrowings is presented in the following table.

20242023

Opening balance3,9415,256

Proceeds2,8952,493

New lease liabilities4781

Repayments(3,643)(3,828)

Foreign exchange movements8398

Changes in fair values52(132)

Other13(27)

Closing balance3,3883,941

During the year total cash payments for leases (including lease liability repayments above, and also short-term and

low value leases) were $120 million (31 July 2023: $130 million).

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

7 Net finance costs

Interest income and expense is recognised on an accrual basis in profit or loss, using the effective interest

method.

Finance costs also include the changes in fair value relating to derivatives used to manage interest rate risk,

and the associated changes in fair value of the borrowings designated in a hedge relationship attributable

to the hedged risk. Information about the Group’s hedge accounting policies are included in Note 20 Hedge

accounting.

20242023

Finance income3023

Interest expense

1

(199)(256)

Changes in fair value relating to:

–Borrowings designated in a hedge relationship(52)132

–Derivatives designated in a hedge relationship66(110)

–Derivatives where hedge accounting has not been applied(2)–

Total interest income from fair value movements1222

Finance costs(187)(234)

Net finance costs(157)(211)

1 Includes interest expense of $12 million (31 July 2023: $13 million) relating to lease liabilities.

8 Capital management

AT A GLANCE

This note provides information on measures the Board uses to monitor the Group’s capital.

The Group’s objectives when managing capital are to maintain an appropriate balance between debt and equity to

finance the Group’s activities, assets and growth. The Group is not subject to substantive debt covenants or any

other externally imposed capital requirements. The Board closely monitors the following non-GAAP measures:

adjusted net debt, the gearing ratio, the debt to earnings before interest, tax, depreciation and amortisation

(EBITDA) ratio and return on capital.

a) Adjusted net debt, gearing and debt to EBITDA

Adjusted net debt, the gearing ratio and the debt to EBITDA ratio are monitored by the Board and Management and

provide useful information aligned with how certain rating agencies calculate these ratios when considering and

determining the Group’s credit rating.

At 31 July 2024, the Board approved Gearing Policy establishes a maximum adjusted net debt gearing ratio of 45%,

with a long-term target range of 30% to 40%, and the Board approved Debt Policy establishes a maximum debt to

EBITDA ratio of 3.75x, with a long-term target range of 2.5 to 3.0x.

The Adjusted net debt gearing ratio and Debt to EBITDA ratio are presented in the following tables.

20242023

Total borrowings3,3883,941

Add: Bank overdraft42102

Less: Cash and cash equivalents(540)(1,822)

Add: Capital return payable–804

Add: Borrowings attributable to disposal groups held for sale–199

Less: Cash and cash equivalents attributable to disposal groups held for sale–(30)

Add: Cash adjustment of 25% for cash held by subsidiaries (including cash

and cash equivalents attributable to disposal groups held for sale)

4750

Less: Derivatives used to manage changes in hedged risks on debt

instruments

(332)(37)

Adjusted net debt2,6053,207

Equity excluding hedge reserves8,2477, 92 5

Total capital10,85211,132

Adjusted net debt gearing ratio24.0%28.8%

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

8 Capital management continued

a) Adjusted net debt, gearing and debt to EBITDA continued

20242023

Adjusted net debt2,6053,207

Profit after tax1,1281,577

Add: Net finance costs from continuing operations157211

Add: Net finance costs from discontinued operations750

Add: Tax expense from continuing operations235303

Add: Tax expense from discontinued operations–77

Total Group EBIT1,5272,218

Add: Depreciation and amortisation from continuing operations627654

Add: Depreciation and amortisation from discontinued operations–8

Less: EBITDA relating to divestments(33)(78)

Add/(less): Normalisation adjustments

1

66(337)

Add/(less): Share of loss/(profit) of equity accounted investees1(17)

(Less)/add: Net foreign exchange (gains)/losses from continuing operations(16)8

Add: Net foreign exchange losses from discontinued operations–1

Total Group normalised EBITDA excluding divestments, share of profit

of equity accounted investees and net foreign exchange gains/losses

2,1722,457

Debt to EBITDA ratio1.2x1.3x

1 Comprised of a loss on sale of the Brazilian consumer and foodservice business of $66 million (31 July 2023: Gain on sale of the Chilean Soprole

business of $349 million less Hangu China farm loss of $12 million).

b) Average capital employed and return on capital

Return on capital is calculated as total Group normalised earnings before interest and tax (total Group normalised

EBIT) including finance income on long-term advances less a notional tax charge, divided by average capital

employed.

The return on capital ratio is reported regularly to key management personnel, and compared against budget and

prior years return on capital.

20242023

Adjusted net debt2,6053,207

Less: Cash adjustment(47)(50)

Add: Cash and cash equivalents held by subsidiaries for operational purposes180185

Add: Equity excluding hedge reserves8,2477, 92 5

Less: Net deferred tax assets(73)(146)

Capital employed (at 31 July)10,91211,121

Impact of seasonal variation in capital employed9921,653

Average capital employed (13 month rolling average)11,90412,774

Total Group EBIT1,5272,218

Add/(less): Normalisation adjustments

1

66(337)

Total Group normalised EBIT1,5931,881

Add: Finance income on long-term advances1411

Less: Notional tax charge(259)(305)

Total Group normalised EBIT including finance income on long-term

advances less notional tax charge

1,3481,587

Return on capital11.3%12.4%

1 Comprised of a loss on sale of the Brazilian consumer and foodservice business of $66 million (31 July 2023: Gain on sale of the Chilean Soprole

business of $349 million less Hangu China farm loss of $12 million).

59

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

Assets and liabilities

This section provides information about certain elements of the Group’s assets and liabilities. This includes:

–Short-term operating assets and liabilities generated by the Group. Movements in these items have a direct

impact on the net cash flows generated from operating activities.

–Long-term assets to operate the business and generate returns to equity holders. These assets include physical

assets such as land and buildings, and non-physical assets such as right-of-use assets, brands and goodwill.

9 Inventories

Raw materials and finished goods

Raw materials and finished goods are measured at the lower of cost or net realisable value on a first-in-first-

out basis.

In the case of manufactured inventories, cost includes all direct costs plus the portion of fixed and variable

production overheads incurred in bringing inventories to their present location and condition.

Net realisable value is the estimated selling price, less the costs of completion and selling expenses.

Emissions units

Emissions units are held primarily for compliance purposes, which are measured at the lower of cost or net

realisable value on a weighted average cost basis. The Group’s obligation to surrender emissions units is

included in other current liabilities. Emissions units are derecognised as they are surrendered to settle the

Group’s emissions obligation.

20242023

Raw materials741692

Finished goods3,6523,596

Less: Provision for impairment of raw materials and finished goods(94)(117)

Emissions units159175

Total inventories4,4584,346

10 Trade and other payables

Trade and other payables are recognised at the amount invoiced by the vendor and employee entitlements

are recognised on an accrual basis. Due to their short-term nature, they are not discounted.

Amounts owing to suppliers are amounts the Group owes to farmer shareholders and New Zealand contract

milk suppliers for the collection of milk, which includes end of season adjustments, offset by amounts

owing from farmer shareholders for goods and services provided to them by the Group. These amounts are

recognised at the net amount due to the supplier for the milk provided.

20242023

Owing to suppliers1,6231,997

Trade payables2,1201,909

Employee entitlements369344

Other84120

Total trade and other payables4,1964,370

The Board uses its discretion in establishing the rate at which the Group will pay suppliers for the milk supplied over

the season. This is referred to as the advance rate. For the 2024 season, amounts advanced during the financial year

as a percentage of the Farmgate Milk Price (per kgMS) were 87% (31 July 2023: 85%). The Fonterra Farmgate Milk

Price Statement sets out information about the Farmgate Milk Price as calculated in accordance with the Farmgate

Milk Price Manual. It can be found in the ‘Investors/Farmgate Milk Prices/Milk Price Methodology’ section of

Fonterra’s website.

60

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

11 Property, plant and equipment

AT A GLANCE

This note provides information on owned and leased assets including movements during the year, and capital

commitments at the reporting date.

20242023

Property, plant and equipment – owned6,0705,982

Right-of-use assets – leased330361

Total6,4006,343

a) Owned assets

Items of property, plant and equipment are measured at cost less accumulated depreciation and any

impairment losses. Cost includes the purchase consideration and those costs directly attributable to bringing

the asset to the location and condition necessary for its intended use. It also includes financing costs directly

attributable to the acquisition, production or construction of the asset. Subsequent costs are capitalised

only when it is probable that future economic benefits associated with the item will flow to the Group and

the cost of the item can be measured reliably. The carrying amount of any replaced part is derecognised. All

other repairs and maintenance costs are charged to profit or loss during the financial period in which they are

incurred.

Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount

and are recognised in profit or loss.

Depreciation

Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value,

over its estimated useful life. The range of estimated useful lives for each class of property, plant and

equipment is as follows:

–LandIndefinite

–Buildings and leasehold improvements2 to 35 years (31 July 2023: 2 to 35 years)

–Plant, vehicles and equipment2 to 35 years (31 July 2023: 2 to 35 years)

Judgement is involved in determining the assets’ residual values and useful lives, which are reviewed and

adjusted each financial year.

The estimates of useful lives may be impacted by climate-related risks in future and changes in expectations,

for example the following events may shorten estimated useful lives of existing assets and result in an

acceleration of depreciation:

–Milk supply and demand: In the event milk supply and demand reduce faster than expected, a plant

closure may become necessary before the end of an existing asset’s useful life; and

–Capital expenditure: In the event regulatory change or other factors require larger or earlier future

investments, existing assets may need to be replaced before the end of their useful lives.

The Group’s New Zealand ingredients manufacturing sites are utilised as a single network for processing

raw milk supply. In estimating useful lives and residual values of its New Zealand ingredients manufacturing

assets, the Group has considered the impact of:

–Possible flat or declining milk supply scenarios (together with individual plant peak milk processing

requirements);

–Regulatory or environmental matters (such as the New Zealand Government’s Emissions Reduction Plan);

–The Group’s investment in sustainability, including its decarbonisation plan to exit coal by 2037 and

electrification of the vehicle fleet;

–Technological advancements; and

–Changing consumer preferences and market competition.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

A breakdown of total owned property, plant and equipment is presented in the following table.

LAND

BUILDINGS AND

LEASEHOLD

IMPROVEMENTS

PLANT,

VEHICLES AND

EQUIPMENT

CAPITAL

WORK IN

PROGRESSTOTAL

Net book value

As at 1 August 20233781,4323,6515215,982

Additions614534545

Transferred from capital work in

progress–83496(579)–

Depreciation charge–(96)(352)–(448)

Transferred from assets held for sale–13–4

Other–(5)(4)(4)(13)

As at 31 July 20243841,4163,7984726,070

Represented by:

Cost3842 , 74 48,72647212,326

Accumulated depreciation

and impairment–(1,328)(4,928)–(6,256)

Net book value

As at 1 August 20223681,5173, 6745086,067

Additions1413571589

Transferred from capital work in

progress–70469(539)–

Depreciation charge–(106)(372)–(478)

Transferred to assets held for sale(4)(50)(110)(24)(188)

Other––(13)5(8)

As at 31 July 20233781,4323,6515215,982

Represented by:

Cost3782,6418,29452111,834

Accumulated depreciation

and impairment–(1,209)(4,643)–(5,852)

Capital commitments

As at 31 July 2024 the Group was committed to spend $229 million (31 July 2023: $98 million), primarily related to

plant, vehicles and equipment.

11 Property, plant and equipment continued

a) Owned assets continued

b) Leased assets

The Group is a lessee of various types of assets, including buildings, plant, vehicles and equipment. Right-of-use

assets reflect the Group’s right to use leased assets. Corresponding lease liabilities reflect the present value of the

related future lease payments.

Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses. Cost

is calculated as the initial amount of the lease liability plus any initial direct costs incurred and an estimate of

costs required to dismantle and remove the underlying asset or to restore the underlying asset or the site on

which it is located.

Right-of-use assets are depreciated on a straight-line basis over the lease term, unless the useful life of the

asset is less than the lease term or if the Group will own the asset at the end of the lease term. In these

situations, the right-of-use asset is depreciated over the useful life of the asset, which is determined on

the same basis as those of property, plant and equipment. Right-of-use assets are also adjusted for any

impairment losses and certain remeasurements of the lease liability.

The Group enters into lease arrangements for land and buildings with options for renewal that typically run

for a period of 3 to 10 years (31 July 2023: 3 to 10 years), however some property leases can run up to a

period of 35 years (31 July 2023: 35 years). Lease payment changes are renegotiated at periods specified in

the lease contracts and are usually based on local price indices or market rental rates.

Leases for plant, vehicles and equipment typically run for a period of 2 to 5 years (31 July 2023: 2 to 5 years).

Information about right-of-use assets from leases for which the Group is a lessee is presented in the following table.

NET BOOK VALUEDEPRECIATION CHARGE

2024202320242023

Land222422

Buildings2232405859

Plant, vehicles and equipment85972129

Total3303618190

Refer to Note 6 Borrowings for information about lease liabilities.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

12 Intangible assets

AT A GLANCE

This note provides information on the Group’s intangible assets which include goodwill, brands and software

assets. Movements during the year and information on the Group’s assessment of impairment for continuing

operations are also included within this note. An impairment is recognised when the carrying amount of an

asset or cash-generating unit (CGU) is greater than its recoverable value.

The significant intangible assets recognised by the Group are goodwill, brands and software assets.

Goodwill

Goodwill represents the premium paid by the Group over the fair value of the Group’s share of the net

identifiable assets of an acquired business at the date of acquisition. Goodwill is initially recognised at cost

and subsequently measured at cost less accumulated impairment losses. Goodwill is tested for impairment

annually and is not amortised.

Brands

Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as

part of a business combination, and subsequently measured at cost less any impairment losses. A brand is

determined to have an indefinite life where there is an intention to maintain and support the brand for an

indefinite period.

Indefinite life brands are tested for impairment annually and are not amortised.

Indefinite life brands that have been impaired are reviewed for possible reversal of impairment annually. A

reversal of an impairment loss shall not exceed the carrying amount that would have been recognised had no

impairment loss occurred in prior years.

Software assets

Software assets, both purchased and internally developed, are capitalised provided there is an identifiable

asset that will generate future economic benefits through cost savings or supporting revenue generation.

Subsequent costs are capitalised if they extend the useful life or enhance the functionality of the asset.

Software assets are amortised on a straight-line basis over their estimated useful lives (31 July 2024: 3

to 10 years, 31 July 2023: 3 to 10 years). Software assets are tested for impairment when an indicator of

impairment exists.

Impairment testing

A CGU is tested for impairment when there are indicators of impairment. An impairment test is also

completed on an annual basis when a CGU has goodwill or indefinite life intangibles allocated to it. To

determine if an asset or CGU is impaired, the carrying amount of the asset or CGU is compared to its

recoverable amount, being the higher of its value in use and fair value less costs of disposal. If the carrying

amount is higher than the recoverable amount, the CGU is impaired to its recoverable amount.

Uncertainty is involved in estimating value in use and fair value less costs of disposal.

Value in use is determined as the present value of the future cash flows expected to be derived from the

CGU. Judgement is involved in estimating future cash flows, discount rates and terminal growth rates. Cash

flows are based on approved forecasts which are consistent with the Board approved strategy. Cash flows do

not exceed five years, and discount rates are based on external data where possible.

Where the Group has applied the relief from royalty method for valuing its brands, judgement is involved in

estimating both forecasted sales growth and royalty rates.

Fair value less costs of disposal reflects the price that would be received to sell the CGU in an orderly

transaction between market participants at the measurement date, less the costs of disposal. Fair value has

been determined using a market approach, with judgement involved in the estimate of future maintainable

earnings and the earnings multiple applied.

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FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

12 Intangible assets continued

A breakdown of total intangible assets is presented in the following table.

BRANDSGOODWILLSOFTWARE

SOFTWARE

WIPOTHER

TOTAL

INTANGIBLES

Net book value

As at 1 August 20231,16131625282131,824

Additions–––403070

Transferred from work in progress––83(83)––

Amortisation––(91)–(7)(98)

Impairment (31)–(2)––(33)

Other214(5)1122

As at 31 July 20241,15132023740371,785

Represented by:

Cost1,4636571,56740643,791

Accumulated depreciation

and impairment(312)(337)(1,330)–(27)(2,006)

Net book value

As at 1 August 20221,24853328374152,153

Additions–––79–79

Transferred from work in progress––71(71)––

Amortisation––(92)–(2)(94)

Impairment (101)(121)–––(222)

Transferred to assets held for sale(20)(95)(1)––(116)

Other34(1)(9)––24

As at 31 July 20231,16131625282131,824

Represented by:

Cost1,4376531,49882343,704

Accumulated depreciation and

impairment(276)(337)(1,246)–(21)(1,880)

a) Goodwill and indefinite life brands

The allocation of goodwill and brands is presented in the following table. All brands presented have indefinite lives.

20242023

BRANDSGOODWILLTOTALBRANDSGOODWILLTOTAL

Asia brands600–600611–611

Australia CGU149138287148135283

New Zealand consumer

and foodservice CGU

282108390282108390

NZMP brand120–120120–120

Other CGUs–7474–7373

Total1,1513201,4711,1613161,477

b) Impairment testing of goodwill and indefinite life brands

The Group has performed impairment tests for CGUs with goodwill or intangible assets with indefinite useful lives.

Annual impairment tests are performed at 31 March, and an impairment of $31 million was recognised for brands

within operating expenses in the Statement of Profit or Loss and Other Comprehensive Income (31 July 2023: $222

million brands and goodwill impairment).

CGUs and assets were assessed for indicators of impairment at 31 July. Apart from the Group’s market capitalisation

(refer to Note 4 Subscribed equity instruments for further information), no indicators of impairment were identified at

the reporting date.

Further information for those CGUs with significant goodwill or indefinite life brands is provided below.

Asia brands

The Asia brands represent the Group’s trademarks and other intellectual property in territories outside of New

Zealand and Australia, relating to the Anchor™, Anlene™, Anmum™, and Chesdale™ brands.

The relief from royalty method is used to calculate the recoverable amounts of the brands. The relief from royalty

methodology is a value in use calculation which determines the recoverable amount by calculating the present value

of what a licensee would theoretically pay as a royalty to use the brands.

The key assumption used in the relief from royalty method is forecast sales growth. The value attributed to the

assumption is based on five-year revenue forecasts using the three-year business plans approved by the Board.

Revenues for years four and five have been prepared based on growth expectations for the brand.

The royalty rates applied in the calculation are determined based on comparable market data, and range from 3% to

7% (31 July 2023: 3% to 7%).

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

b) Impairment testing of goodwill and indefinite life brands continued

Asia brands impairment totalled $31 million (31 July 2023: $101 million). Of this impairment, $26 million is

attributed to the Greater China reportable segment and $5 million to the Global Markets reportable segment

(31 July 2023: $46 million Greater China, $55 million Global Markets).

Further information on the Anchor™, Anlene™ and Anmum™ brands is provided below.

Anchor™ Brand

The carrying value of the Anchor™ brand is $375 million (31 July 2023: $362 million). No impairment has been

recognised for the brand, and no reasonably possible change in key assumptions would cause the carrying amount

of the brand to exceed its recoverable amount.

The brand is sold across a number of markets, and the range of post-tax discount rates applied was 8.9% to 28.6%

(31 July 2023: 9.2% to 32.3%). The range of pre-tax discount rates was 10.5% to 40.3% (31 July 2023: 10.7% to 45.7%).

The long-term growth rates applied range from 1.0% to 4.6% (31 July 2023: 1.5% to 5.1%).

Anlene™ brand

The carrying value of the Anlene™ brand is $164 million (31 July 2023: $159 million) and no impairment has been

recognised for the brand (31 July 2023: impairment of $45 million).

As the brand is sold across a number of markets, all with different characteristics, the range of post-tax discount

rates applied was 8.9% to 28.6% (31 July 2023: 9.2% to 32.3%). The range of pre-tax discount rates was 10.5% to

40.3% (31 July 2023: 10.7% to 45.7%).

The long-term growth rates applied range from 1.0% to 4.6% (31 July 2023: 1.5% to 5.1%).

An adverse change in an assumption could result in a reduction in the recoverable amount, in which case an

impairment may be possible.

Anmum™ brand

The recoverable amount of the Anmum™ brand was assessed to be $39 million. This was lower than the carrying

value of the brand, resulting in an impairment of $31 million (31 July 2023: $51 million).

The impairment recognised is primarily due to a reduction in forecast sales growth driven by challenging market

conditions.

As the brand is sold across a number of markets, all with different characteristics, the range of post-tax discount

rates applied was 8.9% to 16.0% (31 July 2023: 9.2% to 16.4%). The range of pre-tax discount rates was 10.5% to

19.6% (31 July 2023: 10.7% to 19.8%).

The long-term growth rates applied range from 1.0% to 3.2% (31 July 2023: 1.5% to 3.7%).

Following this impairment, the carrying value of the brand has been reduced to the recoverable value. An adverse

change in a key assumption could result in a further reduction in the recoverable amount, in which case a further

impairment may be possible.

12 Intangible assets continued

Australia CGU

This CGU represents a business which sells dairy products in the ingredients, consumer and foodservice channels,

primarily in Australia.

The recoverable amount of the business was determined on a value in use basis using a discounted cash flow

methodology.

The model uses a five-year cash flow forecast based on the three-year business plan approved by the Board.

Cashflows for years four and five have been prepared based on economic growth expectations for Australia.

Key assumptions that will drive the business’ achievement of the cash flows included in the impairment model

reflect past experience and Management’s future expectations for the business, and are as follows:

–The Australian milk price aligning to historical relativities to global dairy prices;

–Revenue growth of 2.7%; and

–Ongoing operational cost savings of $30 million, including efficiencies created through the recently formed

Fonterra Oceania business.

The long-term growth rate applied to the future cash flows after year five of the forecast was 2.5% (31 July 2023:

2.5%). This reflects the expected long-term economic growth rate for Australia.

The post-tax discount rate was 7.4% (31 July 2023: 7.0%). The pre-tax discount rate was 9.8% (31 July 2023: 9.3%).

An adverse change in these assumptions could result in a reduction in the recoverable amount, in which case an

impairment may be possible.

New Zealand consumer and foodservice CGU

This CGU represents a business which sells dairy products in the consumer and foodservice channels in New

Zealand and selected export markets.

The recoverable amount of the business was determined on a fair value less costs of disposal basis under a market

approach. No impairment has been recognised, and no reasonably possible change in key assumptions would cause

the carrying amount to exceed its recoverable amount.

The valuation uses a sustainable earnings before interest, tax, depreciation and amortisation (EBITDA) based on

expected future maintainable earnings, and an appropriate earnings multiple based on benchmarking against peers.

This valuation uses unobservable inputs, which would be categorised under Level 3 of the fair value hierarchy.

65

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

13 Other assets

AT A GLANCE

This note provides a summary of other asset balances aggregated in the Statement of Financial Position.

A breakdown of other assets is presented in the following table.

20242023

Current

Tax receivable2349

Other66100

Total other current assets89149

Non-current

Equity accounted investments128116

Long-term advances163155

Ki Tua Fund investments

1

6117

Other

1

9590

Total other non-current assets447378

1 Comparative information includes re-presentations for consistency with the current period.

On 23 January 2020 Fonterra completed the sale of its 50 per cent share of DMV Fonterra Excipients GmbH &

Co. KG (DFE Pharma) and the sale proceeds included an interest-bearing loan of $93 million. This loan is due for

repayment in 2035 or earlier in certain circumstances. The amount included within long-term advances at 31 July

2024 is $135 million (31 July 2023: $120 million).

14 Other liabilities

AT A GLANCE

This note provides a summary of other liability balances aggregated in the Statement of Financial Position.

A breakdown of other liabilities is presented in the following table.

20242023

1

Current

Provisions5055

Other5876

Total other current liabilities108131

Non-current

Provisions7263

Other411

Total other non-current liabilities7674

1 Comparative information includes re-presentations for consistency with the current period.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

14 Other liabilities continued

a) Provisions and contingent liabilities

Provisions are recognised in the Statement of Financial Position only where the Group has a present legal or

constructive obligation. This obligation must be the result of a past event, when it is probable that an outflow

of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

Estimates and assumptions are made in determining the likelihood, amount and timing of cash outflows when the

outcome is uncertain. Legal counsel or other experts are consulted on matters that may give rise to a provision or a

contingent liability.

In the normal course of business, the Group is exposed to claims and legal proceedings that may in some cases

result in costs.

Provisions relate to employee benefits (defined benefit scheme obligations, other obligations that fall due on

termination of employment, and long-term employee benefits), and other provisions (customs and duties, legal

matters, product quality claims and other claims arising in the normal course of business). The timing and amount of

settlement is uncertain as it depends on the outcome of judicial proceedings or commercial negotiations relating to

each individual claim.

Employee benefit provisions total $60 million (31 July 2023: $52 million). A breakdown of provision movements is

presented in the following table.

2024

As at 1 August 2023118

Additional provisions76

Unused amounts reversed(18)

Utilised during the year(57)

Other3

As at 31 July 2024122

Other

This section contains notes and disclosures that aid in understanding the Group’s position and performance, and

outlines the key risk management activities undertaken to manage the Group’s exposure to financial risk.

15 Net movement in working capital and other operating activities

A breakdown of the decrease in working capital and other operating activities from the Statement of Cash Flows is

presented in the following table.

20242023

1

Trade and other receivables380(31)

Inventories(109)566

Trade and other payables(136)302

Other movements(23)(63)

Total decrease in working capital and other operating activities112774

1 Comparative information includes re-presentations for consistency with the current period.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

16 Taxation

AT A GLANCE

This note provides information on income tax that has been recognised in the Statement of Profit or Loss

and Other Comprehensive Income and the effective tax rate, together with information on the deferred tax

asset and liability in the Statement of Financial Position and movements during the year.

Tax expense comprises current and deferred tax. Tax expense, including the tax consequences of

distributions to farmer shareholders, is recognised in profit or loss. The tax consequences of distributions to

farmer shareholders are recognised in the year to which the distribution relates. Other than distributions to

farmer shareholders, tax consequences of items recognised directly in equity are also recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax

rates enacted or substantively enacted at the balance date, and any adjustment to tax payable or receivable

in respect of previous years.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and those for taxation purposes. Deferred tax is measured at the

tax rate that is expected to apply to the temporary differences when they reverse, based on laws that have

been enacted or substantively enacted at balance date.

Deferred tax is not recognised on the following temporary differences:

–The initial recognition of goodwill;

–The initial recognition of assets and liabilities in a transaction that is not a business combination and that

affects neither accounting nor taxable profit; and

–Differences relating to investments in subsidiaries and equity accounted investees to the extent that

the timing of the reversal is controlled by the Group and it is probable that they will not reverse in the

foreseeable future.

In determining the probability of reversal, consideration is taken of whether the related assets are held for

sale, future expectations of exiting, and if applicable, the impact any exit would have on the crystallisation of

the deferred tax.

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available

against which the temporary differences can be utilised.

a) Taxation – Statement of Profit or Loss and Other Comprehensive Income

The total tax expense in profit or loss is summarised in the following table.

20242023

Current tax expense11798

Prior period adjustments to current tax(4)(3)

Deferred tax movements: Origination and reversal of temporary differences122208

Tax expense235303

The taxation charge that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax

expense as follows:

20242023

Profit before tax from continuing operations1,4031,544

Prima facie tax expense at 28%393432

Tax effect of distributions to farmer shareholders(216)(189)

Add: Tax effect of other items5860

Tax expense from continuing operations235303

Effective tax rate16.7%19.6%

The Group does not expect to be significantly impacted by Pillar II tax reforms and the move towards global

minimum tax rates of 15%.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

16 Taxation continued

b) Taxation – Statement of Financial Position

The deferred tax assets and deferred tax liabilities in the Statement of Financial Position, along with the net deferred

tax, are presented in the following table.

20242023

1

DEFERRED

TA X A SSE T S

DEFERRED

TA X

LIABILITIES

NET

DEFERRED

TA X

DEFERRED

TAX ASSETS

DEFERRED

TA X

LIABILITIES

NET

DEFERRED

TA X

Property, plant and equipment104(257)(153)112(178)(66)

Intangible assets–(345)(345)–(358)(358)

Derivative financial instruments24–24–(18)(18)

Inventories165–165175–175

Tax losses193–193225–225

Other189–189188–188

Total before offsetting675(602)73700(554)146

Offset adjustment(467)467–(518)518–

Total208(135)73182(36)146

1 Comparative information includes re-presentations for consistency with the current period.

20242023

Movements for the year

Opening balance146501

Recognised in profit after tax(122)(208)

Recognised in other comprehensive income47(147)

Foreign currency translation2–

Closing balance73146

Deferred tax liabilities

Earnings generated by foreign subsidiaries could be subject to withholding and other taxes on remittance. Deferred

tax liabilities are not recognised in respect of unremitted earnings that are considered indefinitely reinvested in

foreign subsidiaries.

As at 31 July 2024, unremitted earnings that are considered indefinitely reinvested in foreign subsidiaries amount to

$165 million (31 July 2023: $171 million). The Group has made a judgement not to recognise deferred tax liabilities

in respect of these amounts because it can control the timing and the manner in which the associated temporary

difference will reverse. This includes controlling the timing of dividends, and in the event of divestments, the

manner in which divestment proceeds are remitted, and therefore the associated tax consequences.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

17 Related party transactions

AT A GLANCE

This note provides details on transactions, balances and commitments with persons or entities that are

related to the Group, including key management personnel and equity accounted investees.

a) Key management personnel

Key management personnel comprise members of the Board and members of the FMT.

A number of Board Directors are also farmer shareholders.

Transactions with key management personnel are on normal trade terms and no balances are secured.

20242023

Transactions with key management personnel

Short-term employee benefits2023

Long-term employee benefits21

Share-based payments11

Directors’ remuneration33

Total key management personnel remuneration2628

Purchases of goods, primarily milk supplied by farmer shareholder Directors119138

Sale of goods, primarily sales through Farm Source™ retail stores68

Dividends paid to farmer shareholder Directors94

Capital return paid to farmer shareholder Directors8–

Balances with key management personnel

Total payables and provisions arising from remuneration1719

Total capital return payable to farmer shareholder Directors–8

Total payables arising from the purchase of goods or services

1

1519

1 Comparative information includes re-presentations for consistency with the current period.

During the year ended 31 July 2024 (and the year ended 31 July 2023) Fonterra issued Alignment Rights to FMT

under a long-term incentive plan. The value on issuance of these Alignment Rights is split equally between:

–“Co-op Units”, where the participant receives distributions during the period of the arrangement and a cash

payment equal to the number of rights times the 12-month volume weighted average price of a Co-operative

Share. This is a cash-settled share-based payment as the payment is linked to share prices, and is presented as a

share-based payment above; and

–“Farm Units”, where the participant receives a cash payment equal to the number of rights times the 3-year

average owner operator Dairy Operating Profit per hectare, sourced from the Dairy NZ Economic Survey. This is

presented as a long-term employee benefit above.

The cost is spread over the 3-year service period, and paid between 4 to 6 years from the date of issue.

b) Equity accounted investees

Transactions with equity accounted investees are on normal trade terms and no balances are secured.

20242023

Transactions with equity accounted investees

Revenue from the sale of goods and services, primarily for commodity

products sold

2141

Other income, primarily dividends and royalties1121

Purchases of goods, primarily commodity products7887

Purchases of services, primarily freight services198218

Contributions paid2521

Balances with equity accounted investees

Total receivables arising from the sale of goods or services33

Total payables arising from the purchase of goods or services1014

The Group has prospective commitments with related parties including contracts with equity accounted investees

for the sale, supply and purchase of dairy products, energy and the provision of various management services.

The Group has committed to provide funding of up to $50 million to the AgriZero

NZ

joint venture, of which

$19 million has been contributed during the year (31 July 2023: $12 million contributed).

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

18 Fair value measurement

AT A GLANCE

This note provides a summary of assets and liabilities measured at fair value and categorises these into a

hierarchy that indicates the extent to which fair value is based on observable information. This note also

includes information about the fair value of financial assets and financial liabilities not measured at fair value.

The 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 fair values of financial assets and liabilities are calculated by reference to quoted market prices where that

is possible. A market is regarded as active if quoted prices are readily and regularly available from an exchange,

dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly

occurring market transactions on an arm’s length basis.

If quoted market prices are not available, the methodology used to calculate the fair values of financial assets and

liabilities is to identify the expected cash flows under the terms of each specific contract and then discount these

values back to the present value. These models use as their basis independently sourced market data where it is

available and rely as little as possible on entity-specific estimates.

The calculation of the fair value of financial instruments reflects the impact of credit risk where applicable.

Specific valuation techniques used to value financial instruments include:

–The fair value of foreign exchange contracts is determined using observable currency exchange rates, option

volatilities and interest rate yield curves;

–The fair value of interest rate contracts is calculated as the present value of the estimated future cash flows

based on observable interest rate yield curves;

–The fair value of commodity contracts that are not exchange traded is determined by calculating the present

value of estimated future cash flows based on observable quoted prices for similar instruments; and

–The fair value on the hedged risks of borrowings and long-term advances that are not exchange traded is

calculated as the present value of the estimated future cash flows based on observable currency exchange rates

and interest rate yield curves.

Fair value hierarchy

The fair value hierarchy described below is used to provide an indication of the level of estimation or judgement

required in determining fair value:

–Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

–Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either

directly (i.e. as prices) or indirectly (i.e. derived from prices).

–Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during

which the change occurred.

The fair value hierarchy for assets and liabilities measured at fair value are presented in the following table.

LEVEL 1LEVEL 2LEVEL 3

20242023

1

2024202320242023

1

Measured at fair value on a

recurring basis

Derivative assets12234504535––

Derivative liabilities(77)(190)(375)(331)––

Other3855–1311556

Measured at fair value on a non-

recurring basis

Net assets/(liabilities) held for sale––––3(21)

Fair value83(101)12921711835

1 Comparative information includes re-presentations for consistency with the current period.

The fair value of financial assets and liabilities not measured at fair value approximates carrying value, except in

respect of medium-term notes. The medium-term notes have a carrying value of $2,892 million (31 July 2023:

$3,404 million), and their fair value is $2,952 million (31 July 2023: $3,470 million) at level 2 of the fair value

hierarchy.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

19 Financial risk management

AT A GLANCE

This note provides information on the Group’s financial risks. The Group has exposure to market risk (which

includes volatility in foreign exchange, interest rates, and commodity prices), liquidity risk, and credit risk.

These risks are managed in accordance with established Group policies and procedures.

The Group has exposure to the following financial risks:

–Market risk;

–Liquidity risk; and

–Credit risk.

The Group’s overall financial risk management programme focuses primarily on maintaining a financial risk profile

that provides flexibility to implement the Group’s strategies, while optimising return on assets. Financial risk

management is centralised, which supports compliance with the financial risk management policies and procedures

set by the Board.

The Group uses derivatives, such as forwards, futures, options and swaps to manage its exposure to certain risks as

described in this section. Derivatives are measured at fair value.

Measurement differences between derivatives and the associated item being hedged can present volatility in profit

or loss. To reduce this volatility the Group applies hedge accounting. Refer to Note 20 Hedge accounting for further

information.

Market risk

a) Foreign exchange risk

Nature and exposure of risk

Foreign exchange risk is the risk that changes in foreign exchange rates will affect the Group’s future cash flows or

fair value of financial instruments.

The Group is exposed to movements in foreign exchange rates through transactions and balances denominated

in foreign currencies. The Group’s exposure to foreign currency before applying risk management strategies are as

follows:

–Forecast foreign currency transactions, which predominantly includes the Group’s forecast sales transactions

which are mainly denominated in United States Dollars;

–Net investments in foreign operations of $3,647 million (31 July 2023: $3,678 million). This amount includes

foreign currency receivables and payables, and excludes net investments in foreign operations held for sale and

borrowings held by the Group in the same currency as the investment;

–Borrowings denominated in foreign currency of $2,920 million (31 July 2023: $3,464 million); and

–Foreign currency receivables of $1,648 million (31 July 2023: $1,788 million) and payables of $1,022 million

(31 July 2023: $918 million).

The concentration of borrowings by currency is presented in the following table.

20242023

United States Dollar1,4591 , 374

Australian Dollar537709

European Euro668640

New Zealand Dollar468477

British Pound–468

Chinese Renminbi195193

Other6180

Total borrowings3,3883,941

How foreign exchange risk is managed

Forecast foreign currency transactions

The Group enters into foreign currency forward contracts and foreign currency options to manage foreign exchange

risk on the following forecast foreign currency transactions:

–Forecast cash receipts from foreign currency sales for a period of up to 18 months within decreasing limits

approved by the Board; and

–Up to 100% of other forecast foreign currency transactions.

Foreign operations

The Group also has discretion to use foreign currency denominated borrowings and foreign currency swaps to

manage foreign exchange risk on net investments in foreign operations.

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FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

a) Foreign exchange risk continued

Foreign currency denominated borrowings

To the extent the Group has monetary assets in the same foreign currency as the borrowing, the Group has a

reduced exposure to foreign exchange risk. Foreign currency gains and losses relating to these balances are offset in

profit or loss.

The Group uses cross-currency interest rate swaps (CCIRS) to manage residual foreign exchange and interest rate

risk on foreign currency denominated borrowings. CCIRS exchange fixed rate foreign currency borrowings and

interest payments into equivalent New Zealand Dollar-denominated amounts of principal with floating interest

rates. The Group’s policy is to maintain its net exposure to a foreign currency within Board approved predefined

limits.

Receivables and payables denominated in foreign currency

In accordance with Board approved policy, the Group enters into foreign currency forward contracts and foreign

currency options for 100% of its net foreign currency receivables and payables which generate foreign exchange

risk within profit or loss.

Derivatives used to hedge the changes in the value of foreign currency receivables and payables are not hedge

accounted. Changes in the fair value of these derivatives provide an offset to the changes in the value of foreign

currency receivables and payables recognised in profit or loss. These are recognised within foreign exchange gains/

(losses) in the Statement of Profit or Loss and Other Comprehensive Income.

Sensitivity analysis

The following table presents the Group’s post-tax sensitivity of financial instruments and net assets held in foreign

operations at reporting date, after taking into consideration the impact of hedge accounting, to a reasonably

possible strengthening or weakening NZD against foreign currencies. Hedged forecast transactions would offset

the equity impacts shown below when incurred.

Assets and liabilities held for sale have been excluded from the sensitivity analysis in the following table.

20242023

EQUITYPROFITEQUITYPROFIT

10% strengthening of the NZD4211352(9)

10% weakening of the NZD(497)(1)(389)9

19 Financial risk management continued

b) Interest rate risk

Nature and exposure of risk

Interest rate risk is the risk that changes in interest rates will affect the Group’s future cash flows or fair value of

financial instruments.

Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest

rates (fair value risk), and changes in future interest payments on borrowings subject to floating interest rates

(cash flow risk).

The Group is exposed to movements in interest rates on its interest-bearing borrowings and interest-bearing assets,

including cash and cash equivalents. The Group’s exposure before applying risk management strategies is $2,727

million (31 July 2023: $2,066 million).

How interest rate risk is managed

The Group issues fixed and floating rate debt and uses interest rate swaps (IRS) to manage interest rate exposure on

its borrowings within a Board approved target ratio of fixed and floating rate exposure.

Sensitivity analysis

The following table presents the Group’s post-tax sensitivity of floating rate financial instruments and of the fair

value of fixed rate financial assets and liabilities held at reporting date to a reasonably possible change in interest

rates. This analysis assumes that the amount and mix of fixed and floating rate debt remains unchanged from that in

place at reporting date, and that the change in interest rates is effective from the beginning of the year.

Assets and liabilities held for sale have been excluded from the sensitivity analysis in the following table.

20242023

EQUITYPROFITEQUITYPROFIT

100 basis point increase441442

100 basis point decrease(45)(1)(46)(2)

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

19 Financial risk management continued

c) Commodity price risk

Nature and exposure of risk

Commodity price risk is the risk that changes in commodity prices will affect the Group’s future cash flows or fair

value of financial instruments.

The Group is exposed to dairy commodity price risk through changes in selling prices and the cost of milk. In

addition, the Group is a large purchaser of electricity, diesel and emissions units and is exposed to changes in the

cost of these commodities.

How commodity price risk is managed

Dairy commodity price risk

The Group manages its exposure to dairy commodity price risk by:

–Determining the most appropriate mix of products to manufacture based on expected milk supply and global

demand for dairy products;

–Governing the length and terms of sales contracts, so that sales revenue is reflective of current market prices and

is, where possible, linked to Global Dairy Trade prices; and

–Using dairy commodity derivative contracts to obtain a certain price for future sales, or the cost of milk, to

manage margin risk. The markets for dairy commodity derivatives are relatively limited, which reduces the ability

to manage earnings volatility. As markets for these derivatives grow, the use of dairy commodity derivatives to

manage dairy commodity price risk may increase.

Other commodity price risk

The Group manages its exposure to other commodity price risk through the use of derivative contracts to hedge the

cost of electricity and diesel and the pre-purchase of emissions units to hedge the cost of emissions units. These are

transacted at Board approved levels.

Sensitivity analysis

The following table presents the Group’s post-tax sensitivity on its commodity derivatives, after taking into

consideration the impact of hedge accounting, from a reasonably possible increase or decrease in commodity

prices, with all other variables held constant. Commodity price sensitivity arises from the revaluation of derivative

assets and liabilities in the Statement of Financial Position at balance date. Hedged forecast transactions would

offset the equity impacts shown below when incurred.

20242023

EQUITYPROFITEQUITYPROFIT

1

10% increase in commodity prices54(27)38(17)

10% decrease in commodity prices(55)28(39)17

1 Comparative information includes re-presentations for consistency with the current period.

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FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

19 Financial risk management continued

Liquidity risk

Nature and exposure of risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The following table sets out the contractual, undiscounted cash flows for the Group’s financial instruments.

2024

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

3 MONTHS

OR LESS

3-1 2

MONTHS

1-5

YEARS

MORE THAN

5 YEARS

Non-derivative financial liabilities

Borrowings

–Bank loans(39)(39)(9)(30)––

–Lease liabilities(359)(413)(21)(56)(200)(136)

–NZX-listed bonds(98)(106)–(4)(102)–

–Medium-term notes(2,892)(3,294)(21)(1,002)(1,795)(476)

Bank overdraft(42)(43)(10)(33)––

Trade and other payables (excluding employee entitlements)(3,827)(3,827)(3,759)–(68)–

Other(56)(70)(25)(9)(36)–

Total non-derivative financial liabilities(7,313)( 7, 7 9 2)(3,845)(1,134)(2,201)(612)

Derivative financial instruments

Gross settled derivatives

Inflow23,61510,2419,6163,282476

Outflow(23,493)(10,322)(9,719)(3,111)(341)

Total gross settled derivative financial instruments65122(81)(103)171135

Net settled derivatives109113101012–

Total financial liabilities and derivatives( 7, 1 3 9 )( 7, 55 7 )(3,916)(1,136)(2,028)(477)

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

2023

1

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

3 MONTHS OR

LESS

3-1 2

MONTHS

1-5

YEARS

MORE THAN 5

YEARS

Non-derivative financial liabilities

Borrowings

–Bank loans(50)(50)(16)(34)––

–Lease liabilities(392)(445)(23)(65)(209)(148)

–NZX-listed bonds(95)(110)–(4)(106)–

–Medium-term notes(3,404)(3,993)(25)(780)(2,384)(804)

Bank overdraft(102)(102)(102)–––

Trade and other payables (excluding employee entitlements)(4,026)(4,026)(3,943)(83)––

Capital return payable(804)(804)(804)–––

Other(65)(79)(29)(6)(44)–

Total non-derivative financial liabilities(8,938)(9,609)(4,942)(972)(2,743)(952)

Derivative financial instruments

Gross settled derivatives

Inflow25,12812,2418,6283,455804

Outflow(25,014)(12,229)(8,834)(3,292)(659)

Total gross settled derivative financial instruments10511412(206)163145

Net settled derivatives(57)(18)(105)95(8)–

Total financial liabilities and derivatives(8,890)(9,513)(5,035)(1,083)(2,588)(807)

1 Comparative information includes re-presentations for consistency with the current period.

19 Financial risk management continued

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

How liquidity risk is managed

The Group’s approach to managing liquidity risk is to ensure that it will always have sufficient funds to meet its

liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation.

The Group has a Board approved policy in place to ensure that it has sufficient cash or facilities on demand

to meet expected operational expenses for a period of at least 80 days, including the servicing of financial

obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted,

such as natural disasters. In such situations back-up funding lines are maintained and as set out in Fonterra’s

Constitution, the Group can defer payments to farmer shareholders if necessary.

The Group manages its liquidity by retaining cash and marketable securities, and the availability of funding from

an adequate amount of committed credit facilities. The Group would also be able to close out market positions

if necessary. The Group’s funding facilities are reviewed at least annually, which is one of the key financial risk

management activities undertaken to ensure an appropriate maturity profile given the nature of the Group’s

business. At balance date the Group had undrawn lines of committed credit totalling $2,950 million (31 July 2023:

$2,830 million).

Liquidity and refinancing risks are also managed by ensuring that the Group can maintain access to funding

markets throughout the world. To that end, the Group maintains debt issuance programmes in a number of key

markets and manages relationships with international investors.

Credit risk

Nature and exposure of risk

Credit risk is the risk of loss to the Group due to customer or counterparty default on the Group’s receivable

balances. The Group’s maximum exposure to credit risk is represented by the carrying amounts of cash and cash

equivalents, trade and other receivables, long-term advances and derivative assets.

The Group has no significant concentrations of credit risk.

How credit risk is managed

The Group sets minimum credit quality requirements, credit limits and uses other credit mitigation tools

to manage its credit risk. The Group’s Board approved policy is to actively manage its exposure to credit risk

through the following actions.

Derivative contracts, cash and cash equivalents and other balances

–Use of financial counterparties that have a credit rating of at least ‘A-’ from S&P Global Ratings

(or equivalent);

–Use of commodity counterparties that have a credit rating of at least ‘BBB-’ from S&P Global Ratings

(or equivalent) for commodity derivative contracts; and

–Posting or receiving margin in respect of derivative contracts transacted on exchanges.

As at 31 July 2024 the Group posted $106 million (31 July 2023: posted $257 million) of margin as collateral

for derivative financial instruments. This collateral is included in other receivables within Trade and other

receivables.

The Group further manages its credit risk through the following:

Trade and other receivables

–Application of credit limits, and credit mitigation tools, such as letters of credit.

Long-term advances

–Counterparty creditworthiness is assessed before the commencement of any long-term advances. Depending

on the nature and amount of the advance, they are subject to Board approval. The collectability of long-term

advances is monitored on a regular basis.

Expected credit losses on trade and other receivables

The Group recognises an allowance for expected credit losses based on the lifetime expected credit losses

at balance date for trade receivables, and for other receivables if the credit risk has increased significantly

since initial recognition. The allowance for expected credit losses for other amounts receivable, if the credit

risk has not increased significantly since initial recognition, is based on expected credit losses during the

next 12 months.

The Group’s Trade and other receivables (excluding prepayments) of $1,993 million (31 July 2023: $2,371 million) are

largely current or less than one month past due (31 July 2024: $1,924 million, 31 July 2023: $2,268 million). Expected

credit losses of $12 million have been recognised (31 July 2023: $23 million) on a trade receivables balance of

$1,843 million (31 July 2023: $2,094 million).

Trade and other receivables includes other receivables of $159 million (31 July 2023: $297 million) and prepayments

of $130 million (31 July 2023: $102 million).

19 Financial risk management continued

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting

AT A GLANCE

This note provides information on the Group’s risk and hedging instruments, where hedge accounting

has been applied. The Group utilises fair value hedges, cash flow hedges, and net investment hedges to

manage foreign exchange, interest rate, and commodity price risk. The hedge accounting impacts are

presented within this note.

Derivatives are measured at fair value. Refer to Note 18 Fair value measurement for information on how

fair value is determined.

The resulting gain or loss on re-measurement is recognised immediately in profit or loss, unless the

derivative is designated into an effective hedge relationship as a hedging instrument, in which case the

timing of recognition in profit or loss depends on the nature of the designated hedge relationship.

The Group may designate derivatives as:

–Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised

assets and liabilities);

–Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to

recognised liabilities or forecast transactions); or

–Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in

the translated value of its foreign operations).

Hedge accounting is discontinued when the hedging instrument expires, is terminated, is exercised,

or no longer qualifies for hedge accounting.

Fair value hedges

For fair value hedges the following are recognised in profit or loss:

–The change in fair value of the hedging instruments; and

–The change in the fair value of the underlying hedged item attributable to the hedged risk.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued.

The fair value adjustment to the carrying amount of the hedged item upon discontinuance is amortised

and recognised in profit or loss over the remaining term of the original hedge. If the hedged item is sold

or extinguished any unamortised fair value adjustment is immediately recognised in profit or loss.

Cash flow hedges

The effective portion of changes in the fair value of the hedging instruments are recognised in other

comprehensive income in the Statement of Profit or Loss and Other Comprehensive Income and

accumulated in a separate reserve in equity. Subsequently the cumulative amount is transferred to profit

or loss when the underlying transactions are recognised in profit or loss.

The ineffective portion of changes in the fair value of the hedging instruments are recognised

immediately in profit or loss.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The

cumulative gain or loss recognised in other comprehensive income remains in the hedge reserve until the

forecast transaction occurs, or it is immediately recognised in profit or loss if the transaction is no longer

expected to occur.

Net investment hedges

The effective portion of changes in the fair value of the hedging instruments are recognised in other

comprehensive income and transferred to profit or loss when the foreign operation is disposed of or sold.

The ineffective portion of changes in the fair value of the hedging instruments are recognised

immediately in profit or loss.

Costs of hedging

The change in fair value of a hedging instrument relating to the time-value of foreign currency options,

and the foreign currency basis component of cross-currency interest rate swaps are recognised in other

comprehensive income and accumulated within hedge reserves in the Statement of Financial Position.

Subsequently, the cumulative amount is transferred to profit or loss at the same time as hedged item

impacts profit or loss.

The Group’s risk management activities described in Note 19 Financial risk management result in volatility to profit

or loss caused by timing and measurement differences between hedging instruments and the associated item being

hedged. Where a hedge relationship between a hedged item and the hedging instrument (e.g. a derivative) qualifies

for hedge accounting, and the Group applies hedge accounting, the volatility in profit or loss caused by the timing

and measurement differences between hedging instruments and the associated hedged item is reduced. The Group

applies the following hedge accounting activities.

78

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

Foreign exchange risk

Forecast foreign currency transactions

The Group applies cash flow hedge accounting where derivatives are used to manage foreign exchange risk on

forecast foreign currency transactions which predominantly includes the Group’s forecast sales transactions. The

amount and maturity of the derivative and the forecast transaction is aligned to ensure that the hedge relationship

remains effective, with any undesignated costs of hedging accounted for separately.

Hedge ineffectiveness arises if the amount of the forecast transactions falls below the amount of the designated

hedging instruments.

The impact of hedge accounting effectiveness and ineffectiveness is recognised within revenue from sale of goods

in the Statement of Profit or Loss and Other Comprehensive Income.

Foreign operations

The Group’s net investments are designated in hedge relationships to the extent borrowings denominated in the

same foreign currency and foreign currency swaps are directly attributed to the net investment.

Hedge ineffectiveness arises if the carrying amount of the net investment falls below the amount of the designated

hedging instruments.

The impact of hedge accounting effectiveness and ineffectiveness is recognised within foreign exchange gains/

(losses) in the Statement of Profit or Loss and Other Comprehensive Income.

Foreign currency denominated borrowings

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS.

The amount and maturity of the CCIRS and the hedged debt is aligned to ensure that the hedge relationship

remains effective, with any undesignated costs of hedging accounted for separately.

The hedge relationship may be designated into separate cash flow hedges and fair value hedges to manage the

different components of foreign currency and interest rate risk:

–Fair value hedge relationship where CCIRS are used to manage the interest rate and foreign currency risk in

relation to foreign currency denominated borrowings with fixed interest rates.

–Cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest

rate movements on floating interest rate payments and foreign exchange movements on payments of principal

and interest.

Hedge ineffectiveness arises in relation to CCIRS that have been designated in hedge relationships after their

initial recognition, or from changes in counterparty credit risk and cross currency basis spreads.

The impact of hedge accounting effectiveness and ineffectiveness is recognised within net finance costs and

foreign exchange gains/(losses) in the Statement of Profit or Loss and Other Comprehensive Income.

Interest rate risk

The Group applies hedge accounting to the borrowings and the associated IRS, for movements in benchmark

market interest rates (i.e. excluding any margin component).

Hedge ineffectiveness arises in relation to IRS that have been designated to hedge relationships after their initial

recognition or from changes in counterparty credit risk.

In specific situations, where changes in the fair value of fixed to floating IRS provide an offset to the changes in

the fair value of other associated floating-to-fixed IRS, hedge accounting is not applied. The changes in fair values

of these IRS offset each other and are recognised within net finance costs in the Statement of Profit or Loss and

Other Comprehensive Income.

The impact of hedge accounting effectiveness and ineffectiveness is recognised in net finance costs in the

Statement of Profit or Loss and Other Comprehensive Income.

Commodity price risk

The Group applies cash flow hedge accounting where derivatives are used to manage commodity price risk

on certain forecast transactions. The amount and maturity of the derivative and the forecast transaction is aligned

to ensure that the hedge relationship remains effective.

Hedge ineffectiveness arises if the amount of the forecast transactions falls below the amount of the designated

hedging instruments.

The impact of hedge accounting effectiveness and ineffectiveness is recognised within cost of goods sold in the

Statement of Profit or Loss and Other Comprehensive Income.

20 Hedge accounting continued

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

a) Impact to reserves in equity

A breakdown of reserves is presented in the following table.

20242023

Hedge reserves(72)43

Foreign currency translation reserve1277

Other209

Total7559

Hedge reserves20242023

Opening balance43(346)

Movements attributable to cash flow hedges

Change in value of effective derivative hedging instruments(90)(56)

Reclassifications to profit or loss:

–As hedged transactions occurred (64)563

Net change in the cost of hedging reserve(6)33

Tax credit/(expense)45(151)

Total movement(115)389

Closing balance(72)43

Foreign currency translation reserve20242023

Opening balance7(253)

Movements attributable to net investments in foreign operations and

net investment hedges

Net translation (loss)/profit on:

–Borrowings and derivative hedging instruments(5)15

–Net investments in foreign operations5547

Reclassifications to profit or loss:

–Disposals of foreign operations68194

–Tax credit24

Total movement120260

Closing balance1277

80

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

b) Hedging instruments designated in a hedge accounting relationship

Information about hedging instruments that the Group has designated in a hedge accounting relationship is presented in the following tables.

2024

CARRYING AMOUNT IN THE

STATEMENT OF FINANCIAL POSITION

RISK AND HEDGING INSTRUMENTS

MATURITY

(MONTHS)

WEIGHTED

AVERAGE RATE/

PRICE

NOMINAL

AMOUNT

1

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIESBORROWINGS

Foreign exchange risk – Forecast foreign currency transactions

Cash flow hedges

NZD:USD forwards and options (sales)1 – 180.61013,01919(259)–

USD:CNY forwards and options (sales)1 – 127. 1 6 39343(7)–

AUD:USD forwards (sales)1 – 120.6631091(2)–

USD:AUD forwards (purchases)1 – 130.671843(1)–

AUD:AED forwards (sales)1 – 42.4364–––

Total14,15026(269)–

Foreign exchange risk – Foreign operations

Net investment hedges

AUD borrowings40–89––(89)

EUR borrowings4–177––(177)

Total266––(266)

Foreign exchange risk and interest rate risk – Foreign currency denominated borrowings

Cash flow and fair value hedges

NZD:USD CCIRS26 – 730.760 /Floating1,184268––

NZD:EUR CCIRS40.656 /Floating38673––

NZD:CNY CCIRS124.669 /Floating17116––

Total1 , 741357––

1 Nominal amount is the face value converted into NZD using the exchange rate at year-end, except for CCIRS which are converted using the weighted average contracted foreign exchange rate.

81

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

2024

CARRYING AMOUNT IN THE

STATEMENT OF FINANCIAL POSITION

RISK AND HEDGING INSTRUMENTS

MATURITY

(MONTHS)

WEIGHTED

AVERAGE RATE/

PRICE

NOMINAL

AMOUNT

1

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIESBORROWINGS

Interest rate risk – Borrowings

Cash flow hedges

NZD IRS1 – 602.75%2,98954(23)–

AUD IRS13.76%39–––

Total3,02854(23)–

Fair value hedges

NZD IRS16Floating100–(2)–

AUD IRS23 – 40Floating532–(21)–

Total632–(23)–

Commodity price risk – Forecast transactions

Cash flow hedges

2

Fuel futures1 – 18$99.1121–(1)–

Milk Price futures and options3 – 27$8.797131(52)–

Electricity futures1 – 36$136.60174161(2)–

Total908162(55)–

1 Nominal amount is the face value converted into NZD using the exchange rate at year-end, except for CCIRS which are converted using the weighted average contracted foreign exchange rate.

2 The weighted average prices for commodity hedges are presented as the price per barrel for fuel futures (shown in USD), kilogram of milk solid for milk price futures and options, and per megawatt hour for electricity futures.

b) Hedging instruments designated in a hedge accounting relationship continued

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

b) Hedging instruments designated in a hedge accounting relationship continued

2023

CARRYING AMOUNT IN THE

STATEMENT OF FINANCIAL POSITION

RISK AND HEDGING INSTRUMENTS

MATURITY

(MONTHS)

WEIGHTED

AVERAGE RATE/

PRICE

NOMINAL

AMOUNT

1

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIESBORROWINGS

Foreign exchange risk – Forecast foreign currency transactions

Cash flow hedges

NZD:USD forwards and options (sales)1-1 80.62311,603117(114)–

USD:CNY forwards and options (sales)1-1 26.89877421(2)–

AUD:USD forwards (sales)1-70.6661141(1)–

USD:AUD forwards (purchases)1-1 80.704433(2)–

Total12,534142(119)–

Foreign exchange risk – Foreign operations

Net investment hedges

AUD borrowings52–87––(87)

EUR borrowings16–173––(173)

Total260––(260)

Foreign exchange risk and interest rate risk – Foreign currency denominated borrowings

Cash flow and fair value hedges

NZD:USD CCIRS38-850.760/Floating1,184179––

NZD:GBP CCIRS50.361/Floating623–(161)–

NZD:EUR CCIRS160.656/Floating38643––

NZD:CNY CCIRS244.669/Floating17111––

Total2,364233(161)–

1 Nominal amount is the face value converted into NZD using the exchange rate at year-end, except for CCIRS which are converted using the weighted average contracted foreign exchange rate.

83

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

b) Hedging instruments designated in a hedge accounting relationship continued

2023

CARRYING AMOUNT IN THE

STATEMENT OF FINANCIAL POSITION

RISK AND HEDGING INSTRUMENTS

MATURITY

(MONTHS)

WEIGHTED

AVERAGE RATE/

PRICE

NOMINAL

AMOUNT

1

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIESBORROWINGS

Interest rate risk – Borrowings

Cash flow hedges

NZD IRS1- 602.57%3,418144––

AUD IRS1 1-1 33.34%1732––

Total3,591146––

Fair value hedges

NZD IRS28Floating100–(4)–

AUD IRS35-52Floating519–(30)–

Total619–(34)–

Commodity price risk – Forecast transactions

Cash flow hedges

2

Fuel futures1-16$98.72151––

Milk Price futures and options

3

3-27$9.7883616(174)–

Electricity futures1-42$140.422623(26)–

Total1,11320(200)–

1 Nominal amount is the face value converted into NZD using the exchange rate at year-end, except for CCIRS which are converted using the weighted average contracted foreign exchange rate.

2 The weighted average prices for commodity hedges are presented as the price per barrel for fuel futures (shown in USD), kilogram of milk solid for milk price futures and options, and per megawatt hour for electricity futures.

3 Comparative information includes re-presentations for consistency with the current period.

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

c) Impact of hedge accounting

Information about the impact of hedge accounting on the Group’s Financial Statements is presented in the following tables.

2024

RISK AND HEDGING INSTRUMENTS USED

ACCUMULATED

COST OF HEDGING

CHANGE IN

VALUE USED

TO CALCULATE

HEDGE

EFFECTIVENESS

1

CHANGE IN VALUE

OF HEDGING

INSTRUMENT

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

AMOUNTS

RECLASSIFIED

FROM HEDGING

RESERVE TO

PROFIT OR LOSS

FAIR VALUE HEDGE

ADJUSTMENTS

RECOGNISED IN

PROFIT OR LOSS

Foreign exchange risk – Forecast foreign currency transactions

Cash flow hedges(30)(243)(320)68–

Foreign exchange risk – Foreign operations

Net investment hedges–(6)(6)––

Foreign exchange risk and interest rate risk – Foreign currency denominated borrowings

Cash flow and fair value hedges(6)37047(42)245

Interest rate risk – Borrowings

Cash flow hedges–41(28)(96)–

Fair value hedges–(21)––13

Commodity price risk – Forecast transactions

Cash flow hedges(1)962116–

Total(37)N/A(96)(64)258

1 For those borrowings in a net investment hedge, the change in value to calculate hedge effectiveness is for the year ended 2024.

85

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

20 Hedge accounting continued

2023

RISK AND HEDGING INSTRUMENTS USED

ACCUMULATED

COST OF HEDGING

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

1

CHANGE IN VALUE

OF HEDGING

INSTRUMENT

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

AMOUNTS

RECLASSIFIED

FROM HEDGING

RESERVE TO

PROFIT OR LOSS

FAIR VALUE HEDGE

ADJUSTMENTS

RECOGNISED IN

PROFIT OR LOSS

Foreign exchange risk – Forecast foreign currency transactions

Cash flow hedges(24)1080475–

Foreign exchange risk – Foreign operations

Net investment hedges–(14)(14)––

Foreign exchange risk and interest rate risk – Foreign currency denominated borrowings

Cash flow and fair value hedges(7)13526(7)(61)

Interest rate risk – Borrowings

Cash flow hedges–20785(48)–

Fair value hedges–(33)––(12)

Commodity price risk – Forecast transactions

Cash flow hedges–(177)(247)143–

Total(31)N/A(70)563(73)

1 For those borrowings in a net investment hedge, the change in value to calculate hedge effectiveness is for the year ended 2023.

d) Profit or loss impact from derivatives not designated in a hedge relationship

In addition to derivatives that are designated and qualify for hedge accounting, the Group also holds certain derivatives as economic hedges of foreign currency, commodity and interest rate exposure.

The impact of derivatives not designated in a hedge relationship on profit or loss was a loss of $54 million (31 July 2023: a gain of $27 million), predominantly related to $52 million unfavourable movements on foreign currency contracts

hedging net receivables (31 July 2023: $21 million favourable). Hedges of net receivables are offset within foreign exchange gains/(losses) by the revaluation of net receivables balances.

Additional impacts of derivatives not designated in a hedge relationship in relation to divestment activities are set out in Note 2 Divestments.

c) Impact of hedge accounting continued

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

21 Offsetting of financial assets and liabilities

AT A GLANCE

This note provides a summary of financial assets and financial liabilities which have been presented net in

Statement of Financial Position (and additional financial assets and financial liabilities with offset rights that

are conditional, and have not been presented net).

Financial assets and liabilities are offset, and the net amount reported in the Statement of Financial Position

where there currently is a legally enforceable right to set off the recognised amounts and there is an

intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Balances offset within the Statement of Financial Position include derivative transactions with certain

counterparties and amounts owed by farmer shareholders which are offset against amounts owed to them by the

Group.

The Group enters into various master netting arrangements or similar agreements that do not meet the criteria

for offsetting in the Statement of Financial Position but still allow for the related amounts to be offset in certain

circumstances. These principally relate to derivative transactions under ISDA (International Swaps and Derivatives

Association) agreements where each party has the option to settle amounts on a net basis in the event of default of

the other party.

Financial assets and financial liabilities subject to offsetting, enforceable master netting arrangements and

other agreements are presented in the following table.

AMOUNTS OFFSET IN THE STATEMENT OF

FINANCIAL POSITION

GROSS

FINANCIAL

ASSETS/

(LIABILITIES)

GROSS

FINANCIAL

ASSETS/

(LIABILITIES)

SET OFF

NET FINANCIAL

ASSETS/

(LIABILITIES)

PRESENTED

AMOUNTS

NOT OFFSETNET

As at 31 July 2024

Cash and cash equivalents540–540(5)535

Derivative financial assets925(299)626(240)386

Trade and other receivables

(excluding prepayments)

2,096(103)1,993(55)1,938

3,561(402)3,159(300)2,859

Derivative financial liabilities(751)299(452)300(152)

Total trade and other payables

(excluding employee entitlements)

(3,930)103(3,827)–(3,827)

(4,681)402(4,279)300(3,979)

As at 31 July 2023

Derivative financial assets741(172)569(197)372

Trade and other receivables

(excluding prepayments)

2,479(108)2,371(160)2,211

3,220(280)2,940(357)2,583

Derivative financial liabilities(693)172(521)357(164)

Total trade and other payables

(excluding employee entitlements)

(4,134)108(4,026)–(4,026)

(4,827)280(4,547)357(4,190)

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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2024

($ MILLION)

22 Subsidiaries

Subsidiaries are entities controlled by the Group. Subsidiaries are consolidated from the date the Group

gains control until the date on which control ceases.

Non-controlling interests are allocated their share of profit after tax in the Statement of Profit or Loss

and Other Comprehensive Income and are presented within equity in the Statement of Financial Position

separately from equity attributable to equity holders of the Co-operative. The effect of all transactions with

non-controlling interests that change the Group’s ownership interest but do not result in a change in control

are recorded in equity. Where control is lost, the remaining interest in the investment is remeasured to fair

value and any surplus or deficit arising from that remeasurement is recognised in profit or loss.

The Group’s subsidiaries are involved in the marketing, distribution, processing and financing of dairy products. All

Group subsidiaries have a balance date of 31 July unless otherwise indicated. Subsidiaries with different balance

dates from that of the Group are due to legislative requirements in the country the entities are domiciled. The

significant subsidiaries of the Group are presented in the following table.

SUBSIDIARY NAME

COUNTRY OF

INCORPORATION

AND PRINCIPAL PLACE

OF BUSINESS

OWNERSHIP INTERESTS (%)

20242023

New Zealand Milk (Australasia) Pty LimitedAustralia100100

Fonterra Australia Pty LimitedAustralia100100

Fonterra Brands (Australia) Pty LimitedAustralia100100

Fonterra Investments Pty LimitedAustralia100100

Dairy Partners Americas Brasil Limitada

1

Brazil–51

Fonterra Commercial Trading (Shanghai) Company Limited

2

China100100

Fonterra ( Japan) Limited

3

Japan5050

Fonterra Brands Indonesia, PTIndonesia100100

Fonterra Brands (Malaysia) Sdn BhdMalaysia100100

Fonterra (Europe) Coöperatie U.A.Netherlands100100

Fonterra Europe Manufacturing B.V.Netherlands100100

Fonterra (New Zealand) LimitedNew Zealand100100

Fonterra Brands (New Zealand) LimitedNew Zealand100100

Fonterra Dairy Solutions LimitedNew Zealand100100

Fonterra Ingredients LimitedNew Zealand100100

Fonterra LimitedNew Zealand100100

New Zealand Milk Brands LimitedNew Zealand100100

RD1 LimitedNew Zealand100100

Kotahi Logistics LPNew Zealand9091

Saudi NZ Milk Products Company LtdSaudi Arabia100100

Fonterra Brands (Singapore) Pte LimitedSingapore100100

Fonterra Brands Lanka (Private) LimitedSri Lanka100100

Fonterra Brands (Middle East) L.L.C.

3

UAE4949

Fonterra (USA) Inc.United States100100

1 Balance date 31 December. This subsidiary was disposed as part of the sale of the DPA Brazil business.

2 Balance date 31 December.

3 Consolidated on the basis that the Group controls through its exposure or rights to variable returns and the power to affect those returns.

In addition to the entities presented, the Group controls the Fonterra Shareholders’ Fund and Fonterra Farmer

Custodian Limited and consolidates these two entities. The trustees of the Fonterra Farmer Custodian Trust own

the legal title to all of the shares of the Custodian. The Fund is a managed investment scheme with an independent

trustee.

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Independent Auditor’s ReportFinancial StatementsNotes to the Financial Statements

Governance Disclosures
In this section

Our Board90

Our Management Team91

Corporate Governance Statement 92

Remuneration report106

Directors’ disclosures118

Statutory information120

Daniel, Emma & Joyce, Auckland

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Our Board
Peter McBride

Elected Director (Chairman)

Brent Goldsack

Elected Director

Leonie Guiney

Elected Director

Bruce Hassall

Appointed Director

Andy Macfarlane

Elected Director

Cathy Quinn

Elected Director

Holly Kramer

Appointed Director

John Nicholls

Elected Director

Alison Watters

Elected Director

Clinton Dines

Appointed Director

Our Board of

Directors is

responsible for

leadership, direction

and oversight of

Fonterra, and is

accountable to our

farmer shareholders

for the overall

performance of the

Co-op.

The current members of the

Board are shown here, with full

profiles available on our website.

Further information regarding

Board Committee membership

and responsibilities can be found

on pages 96-97.

Information regarding changes to the Board during FY24 and further upcoming changes can be found on page 93.

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Our Management Team
Miles Hurrell

Chief Executive Officer

Anna Palairet

Chief Operating Officer

Komal Mistry-Mehta

Chief Innovation and Brand

Officer

Emma Parsons

Managing Director Strategy

and Optimisation

Mike Cronin

Managing Director

Co-operative Affairs

Richard Allen

President Global Markets

Ingredients

Kate Daly

Managing Director People and

Culture

René Dedoncker

Managing Director Global Markets

Consumer and Foodservice

Teh-han Chow

Chief Executive Officer

Greater China

Andrew Murray

Chief Financial Officer

The Fonterra

Management Team

(FMT) leads the

business to deliver

on our strategy,

bringing together a

depth of expertise

and capability

to strengthen

our position as a

provider of high-

value, innovative

dairy ingredients.

The current members of the FMT

are shown here, with full profiles

available on our website.

The following changes have been made to the FMT since 1 August 2023:

–Anna Palairet was permanently appointed as Chief Operating Officer from 19 April 2024, after acting in the position since 1 June 2023;

–Andrew Murray was appointed as Chief Financial Officer from 1 August 2024, replacing Simon Till who was acting in the role since Neil Beaumont left Fonterra on 3 November 2023;

–René Dedoncker was appointed as Managing Director Global Markets Consumer and Foodservice and Richard Allen was appointed as President Global Markets Ingredients,

effective 1 August 2024, to replace Judith Swales in her role as Chief Executive Officer Global Markets; and

–Emma Parsons will be leaving Fonterra to start her new role as CEO for Kotahi, a joint venture between Fonterra and Silver Fern Farms, on 1 October 2024.

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Corporate Governance Statement
Fonterra’s Board of Directors, the Co-operative Council and FMT

are committed to achieving the highest standards of corporate

governance to promote the success of our Co-operative and build

long-term value.

Our governance framework reflects Fonterra’s unique characteristics as a globally competitive New Zealand

based dairy co-operative, and is regularly reviewed and updated to remain appropriate and effective, and to

align with best practice and contemporary corporate governance trends.

This Corporate Governance Statement reports the extent to which Fonterra has followed the

recommendations of the NZX Corporate Governance Code. It is current as at 24 September 2024 and has

been approved by the Board.

Principle 1: Ethical Standards

Code of ethics

Our Code of Business Conduct, The Way We Work, reflects the expectation that our Board of Directors and

employees globally should consistently maintain high standards of ethical behaviour, and act responsibly

and with integrity and transparency. We have an Ethical Behaviour Policy and Standard that set out our

commitments, expectations, and requirements that support the Code.

All new employees are provided with a copy of the Code, along with our other key global policies. An annual

e-learning is assigned to senior leaders and those in sensitive roles to support the ongoing awareness and

understanding of the Global Policy Framework, including our commitments and expectations regarding

ethical behaviour.

In addition, the Board has adopted its own Code of Conduct, undertaking the responsibility of leading by

example and nurturing an environment where integrity and accountability are key.

The Way We Work, the Ethical Behaviour Policy and the Board Code of Conduct are available on fonterra.com.

All employees are required to record actual or potential conflicts in the Fonterra Conflict of Interest register,

and mitigating actions must be approved by their managers. Fonterra also maintains a Gift and Entertainment

register, where employees must record all gifts given or received, above a nominal level, including

hospitality and entertainment with third parties. Employees are also required to declare external governance

appointments prior to accepting them (and new employees must declare existing appointments), and in

certain situations, such appointments will require approval from FMT.

We fund an independently administered whistleblowing hotline (The Way We Work Hotline), facilitated by

Deloitte. More information regarding this hotline can be found on pages 156 and 174 of the Sustainability

Reporting section of this report and page 16 of the Modern Slavery Statement. The legislative requirements

that must be followed in relation to whistleblowing (referred to as protected disclosures) are outlined in

Fonterra’s Ethical Behaviour Standard.

Securities Trading Policy

We have a Securities Trading Policy and Standard that detail the rules for trading in:

–shares, retail bonds, units, derivatives, and any other listed securities of Fonterra or the Fonterra

Shareholders’ Fund; and

–any swap contract, contract for difference, futures contract or options contract that settles to the Fonterra

Farmgate Milk Price.

The policy applies to all Directors, employees and contractors of the Fonterra group globally, as well as

members of the Co-operative Council and the Milk Price Panel, and is in addition to legislative prohibitions on

insider trading. Our Securities Trading Policy and Standard are available on fonterra.com.

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Principle 2: Board Composition and Performance
Board Charter

The Board Charter includes details about the Board’s role, responsibilities, obligations, composition and

procedures, and establishes the Board’s relationship with management. It is reviewed regularly and is available

on fonterra.com.

Board appointments

Fonterra’s Constitution currently provides for a maximum of 11 Directors, with up to seven Directors elected

by farmer shareholders (Elected Directors) and up to four Directors appointed by the Board (Appointed

Directors). At the 2023 Annual Meeting, shareholders voted to reduce the maximum number of Directors

to nine, effective from the 2024 Annual Meeting. The balance between Elected Directors and Appointed

Directors will be maintained, with a composition of six Elected Directors and three Appointed Directors.

The Board is committed to building its capabilities and maintaining a good balance of experience on the

Board. To achieve this, and the highest standards of governance, the Board has developed a list of attributes

that all Directors must be able to demonstrate and a list of skills that the Board believes are required to

effectively govern a complex, globally competitive New Zealand dairy co-operative with diverse stakeholders.

The attributes and skills lists are reviewed annually and updated as required.

Using the skills list, the Board develops a skills matrix by assessing the required weighting of each skill given

the Board’s current priorities and the external operating environment, against the aggregate skills of the

current Board. The skills matrix is used to identify the skills to be targeted each year as part of the Elected

Director election process and when selecting Appointed Directors. The attributes, skills list, skills matrix and

the year’s targeted skills are published annually as part of the Elected Director election process, to assist

potential candidates in assessing their suitability and to assist our farmer shareholders when assessing the

candidates put forward for election.

All Directors enter into written agreements establishing the terms of their appointment.

Elected Director selection process

The Elected Director selection process involves a three-member Independent Assessment Panel (IAP) that

assesses and recommends appropriate candidates (up to the number of vacancies to be filled, plus two) to

be put to our farmer shareholders for election. This includes any incumbent director seeking re-election

as a candidate assessed by the IAP. The members of the IAP are independent of the Co-operative and are

jointly appointed by the Board and the Co-operative Council. In addition to the candidates assessed and

recommended by the IAP, there is a non-assessed candidate process where candidates can put themselves

forward for election as Elected Directors with the support of 35 shareholders.

Elected Directors are elected by postal ballot and online voting by our farmer shareholders. The voting packs

circulated to all farmer shareholders with voting entitlements include biographical information on each candidate

including relevant skills and experience. The Elected Director elections are overseen by the Co-operative Council.

Director rotation

At each Annual Meeting, one-third of the Elected Directors retire from their position on the Board. The

Elected Directors who retire are those who have served the longest since their last election. Retiring Elected

Directors are eligible for re-election, subject to the tenure principles in the Board Charter.

Appointed Director selection process

Appointed Directors are selected to enable the Board to access the skills and competencies needed to lead an

enterprise of our size, global reach and complexity. They are independent and bring perspectives, experience

and skills to complement and enhance the attributes and skills provided by the Elected Directors.

The People, Culture and Safety Committee oversees the process for identifying and recommending potential

Appointed Directors. Prior to appointment by the Board, the Fonterra Shareholders’ Fund Board is consulted.

The Appointed Directors are ratified by farmer shareholders at the next Annual Meeting held following their

appointment.

Changes to Fonterra Board members

The Directors on the Fonterra Board as at 31 July 2024 are shown on page 90.

There have been several changes to the Board since 1 August 2023:

–In November 2023, Elected Directors Brent Goldsack and Cathy Quinn were re-elected to the Board.

–In March 2024, Appointed Director Scott St John retired from the Board. A recruitment process is currently

underway to fill the position vacated by Mr St John.

–In August 2024, it was announced that Appointed Director Clinton Dines and Elected Director Leonie

Guiney would retire from the Board following the Annual Meeting in November 2024.

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Diversity
Diversity, equity, and inclusion (DEI) are integral to the success of the Co-op and providing a supportive

environment for our people. Information about our DEI initiatives, and performance against our targets and

objectives can be found on pages 174-177 of the Sustainability Reporting section of this report, and in the

Sustainability Reporting Data Pack. Our Diversity, Equity, and Inclusion Policy is published on fonterra.com.

As the majority of Directors are elected by our farmer shareholders through an independent process, the

Board has not adopted formal Board gender targets for FY24. The Board is, however, committed to addressing

the gender composition of the Board through the appointment of Appointed Directors and building a pipeline

of diverse Directors through the Fonterra Governance Development programme.

The gender composition of the Board is shown in the table below.

TotalMaleFemale

Gender

diverseUndeclared

As at 31

July 2024

10

1

6

60%

4

40%


0%


0%

As at 31

July 2023

117

64%

4

36%


0%


0%

1 As at 31 July 2024, there was a vacant Appointed Director position.

The gender composition of the FMT

1

is shown in the table below.

TotalMaleFemale

Gender

diverseUndeclared

As at 31

July 2024

9

2

4

44%

5

56%


0%


0%

As at 31

July 2023

105

50%

5

50%


0%


0%

1 Fonterra’s ‘Officers’ for the purposes of the FSM Rules.

2 This includes Mr Simon Till, who held the position of acting Chief Financial Officer until 31 July 2024, and Ms Judith Swales, who held the position of

Chief Executive Officer Global Markets until 31 July 2024. It does not include the members of FMT appointed as of 1 August 2024.

Ongoing training

Directors undertake an induction programme following their appointment to the Board. The areas covered

include:

–business strategy and planning;

–an overview of key financial metrics to monitor business performance;

–an overview of material areas of our business, including through meetings with key executives; and

–our Constitution and governance framework.

Directors are expected to keep themselves informed of changes and trends in the business, Fonterra’s

environment and markets, and the economic, political, social and legal climate. Directors are encouraged to

attend external development and training courses and the Board holds training and workshops on relevant

subjects each year. The Board is also provided with regular strategic readings and Directors are expected to

keep up to date with governance trends. Board visits to our manufacturing sites and global businesses occur

regularly.

Performance assessment

Directors formally assess the performance of the Board, and the Board reviews each Committee’s

performance against its Charter. A regular programme of peer review of individual Directors occurs as part of

an ongoing Director development programme.

The Co-operative Council issues an annual Letter of Members’ Expectations to the Board setting out

the expectations of Co-op members. The Board and the Council’s independent assessment of Fonterra’s

performance against these expectations is published in the Council’s annual report. Further information

regarding the Council can be found on page 105.

The Board is responsible for reviewing the Chief Executive Officer’s performance.

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Director independence
The Fonterra Shareholders’ Market Listing Rules (FSM Rules) require us to have at least two Independent

Directors, defined in the FSM Rules as a Director who is not an employee of Fonterra or who has no

disqualifying relationship.

Elected Directors must be farmer shareholders under section 12.3 of the Constitution and are therefore not

considered independent.

Appointed Directors cannot be shareholders and are expected to maintain independence for the length of

their term.

To assess the independence of Appointed Directors, a holistic assessment is undertaken against the

requirements of the Companies Act 1993 (Companies Act), the Fonterra Board Charter and the NZX

Corporate Governance Code.

Fonterra currently has three Appointed Directors and one vacant Appointed Director position. As at 31

July 2024, Clinton Dines, Bruce Hassall, and Holly Kramer each did not have (and continue not to have) any

disqualifying relationship in relation to Fonterra and are therefore Independent Directors.

Our Constitution currently allows for up to four independent Appointed Directors, out of a maximum of 11

Board members (refer to page 93 for further information on changes to the Board size and composition which

will take effect from November 2024). Accordingly, the Board does not consist of a majority of independent

directors.

Conflict management arrangements

There are conflict management arrangements in place to record any actual or potential conflicts of interest of

Directors, and Directors are expected to proactively advise the Co-operative of any potential conflicts.

Division of roles

Under our Constitution the Chair must be an Elected Director, reflecting our structure as a co-operative

company, and is therefore not independent. Peter McBride, who is an Elected Director, is the Board-

elected Chair.

The Chair and Chief Executive Officer roles at Fonterra are not exercised by the same individual.

Fonterra Centre, Auckland

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Principle 3: Board Committees
We have a number of permanent Board Committees, and the membership and purpose of each

permanent Committee is detailed in the following tables. Additional non-permanent Committees are

formed when it is efficient or necessary to facilitate decision-making by providing for a sub-group of

Directors to focus on particular areas and to make recommendations to the Board.

Each permanent Committee is governed by a charter (available on fonterra.com), which defines the scope and

responsibilities of that Committee and is reviewed by the Board regularly.

In November 2023 the Board formed one non-permanent Committee, the Strategic Review Committee, to

assist the Board and management in considering strategic opportunities. Ms Cathy Quinn is the Chair of the

Committee and Mr Brent Goldsack, Mr Bruce Hassall, Ms Holly Kramer and Mr Peter McBride are members

of the Committee.

Committee or groupMembership as at 31 July 2024Purpose

Audit, Finance and

Risk Committee

Bruce Hassall

1

(Chair)

Clinton Dines

1


Brent Goldsack

Leonie Guiney

Cathy Quinn

To assist the Board in fulfilling its corporate governance responsibilities relating to Fonterra’s:

–financial management and internal control frameworks, financial reporting, climate risk reporting, audit activities, capital markets matters, and

funding activities; and

–management and monitoring of the Group Risk Appetite Statement, and the Group Risk Appetite and Tolerance position (noting that other Board

Committees share oversight of some individual Group Risks).

Co-operative

Relations Committee

John Nicholls (Chair)

Clinton Dines

1


Brent Goldsack

Andy Macfarlane

Alison Watters

–To assess matters relating to New Zealand milk supply terms and aspects of milk pricing, and to assess the rules relating to shareholding, and the risk

management policy as referred to in the Constitution.

–To support strong and effective engagement between the Co-operative and farmer shareholders, and assist the Board in the management of

Fonterra’s relationships with key external stakeholders and community initiatives.

–To review the Co-operative Principles periodically, seek to resolve supplier complaints before referral to the Milk Commissioner, and undertake

activities relating to the annual Fonterra Co-operative Council elections.

Disclosure CommitteeCathy Quinn (Chair)

Bruce Hassall

1


Peter McBride

Andy Macfarlane

John Nicholls

–To oversee Fonterra’s continuous disclosure obligations, including by considering the materiality of information and making judgements on other

information where it may not be material but its disclosure would benefit the market.

–To review and approve the materials for release relating to the Interim and Annual Results and Quarterly Business Updates (except for disclosures

reviewed by other Board Committees).

1 Independent Director.

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Committee or groupMembership as at 31 July 2024Purpose
Milk Price PanelDavid Pilkington

2,3

(Chair)

Leonie Guiney

Bruce Hassall

1


Bill Donaldson

4


Fred Ohlsson

2,4


Prof. Hamish Gow

2,5


Ming Lim-Pollard

2,5

–To provide assurances to the Board as to the governance of the Milk Price and the Milk Price Manual, and the proper application of the Milk Price

Principles.

–The Milk Price Panel does not determine the Farmgate Milk Price, as this is a decision reserved for the Board.

People, Culture and

Safety Committee

Holly Kramer

1

(Chair)

Clinton Dines

1


Leonie Guiney

Peter McBride

Cathy Quinn

To assist the Board in fulfilling its corporate governance responsibilities relating to:

–the recruitment, retention, remuneration and development of Directors, executives and other employees;

–optimising Fonterra’s culture to deliver high performance; and

–Fonterra’s management of health, safety and wellbeing (including promoting a safe and healthy working environment for all employees, contractors

and members of the public as required).

Sustainability and

Innovation Committee

Alison Watters (Chair)

Clinton Dines

1


Holly Kramer

1


Andy Macfarlane

Brent Goldsack

To assist the Board in fulfilling its corporate governance responsibilities relating to:

–reviewing and overseeing the sustainability aspects of Fonterra’s strategy, including reviewing the Co-operative’s key sustainability metrics,

commitments and targets and monitoring performance against them; and

–reviewing Fonterra’s innovation and research and development strategy, including monitoring performance against agreed metrics and reviewing the

approach to Fonterra’s intellectual property portfolio.

1 Independent Director.

2 Independent Member (as defined in the FSM Rules).

3 Approved by the Minister of Agriculture under subsection 150E(1)(b) of the Dairy Industry Restructuring Act 2001.

4 Appointed by the Co-operative Council.

5 Nominated by the Minister of Agriculture under subsection 150E(1)(a) of the Dairy Industry Restructuring Act 2001.

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Board and Committee attendance
Board

1

Audit, Finance and

Risk Committee

Co-operative

Relations CommitteeDisclosure CommitteeMilk Price Panel

People, Culture

and Safety Committee

Sustainability and

Innovation Committee

Eligible

to attendAttendance

Eligible

to attendAttendance

Eligible

to attendAttendance

Eligible

to attendAttendance

Eligible

to attendAttendance

Eligible

to attendAttendance

Eligible

to attendAttendance

Clinton Dines17147554––––973

2

2

Brent Goldsack17167755––––––55

Leonie Guiney171777––––88962

3

1

Bruce Hassall171277––8454––2

3

1

Holly Kramer17152

3

0–1

4

––––9755

Andy Macfarlane17152

3

25543––––55

Peter McBride17172

5

3

6

––87––99–1

4

John Nicholls1717––5586–––––3

4

Cathy Quinn171677––88––992

3

2

Scott St John

7

111055––42 ––––33

Alison Watters17172

3

255–––––1

4

55

1 Of the 17 Board meetings, eight were formal scheduled Board meetings and nine were Board calls or meetings convened at shorter notice.

2 Eligible to attend one meeting as a member of the Audit, Finance and Risk Committee (for the joint portion of the meeting to discuss the Climate-related Disclosures), and two meetings as a member of the Sustainability and Innovation Committee (which he joined in March 2024).

3 Eligible to attend the joint Audit, Finance and Risk Committee and Sustainability and Innovation Committee portion of the meeting to discuss the Climate-related Disclosures.

4 Attended as an observer.

5 Eligible to attend as Chair of the Board.

6 Attended two meetings as Chair of the Board, and one meeting as an observer.

7 Retired in March 2024.

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Independent Directors – Audit, Finance and Risk Committee and
People, Culture and Safety Committee

The membership of the Audit, Finance and Risk Committee and the People, Culture and Safety Committee

(which fulfils the role of a remuneration committee) does not consist of a majority of independent Appointed

Directors.

Under the FSM Rules, the Audit, Finance and Risk Committee is not required to comprise of a majority

of Appointed Directors. Given the Board’s composition there is no headroom to have more than four

independent Appointed Directors (or three from the 2024 Annual Meeting onwards), as the majority

of the positions are filled by Elected Directors (and as noted on page 95, the Elected Directors are not

considered independent). Given this, it is difficult for us to appoint a majority of Appointed Directors to these

Committees without excluding Elected Directors or significantly increasing the workload of the Appointed

Directors.

We do not consider that this is a significant issue, as both of these Committees are chaired by independent

Appointed Directors.

Management only attends Audit, Finance and Risk Committee and People, Culture and Safety Committee

meetings at the invitation of the respective Committee.

Milk Price Panel

The Dairy Industry Restructuring Act 2001 (DIRA) requires that the Chair and a majority of the members of

the Milk Price Panel (Panel) are independent. In addition, the Dairy Industry Restructuring (Fonterra Capital

Restructuring) Amendment Act 2022 (DIRA Amendment Act) amended DIRA with effect from 1 June 2023

to, amongst other things:

–require that the independent Chair of the Panel have no “meaningful association” with Fonterra or a

shareholder, and be approved by the responsible Minister under DIRA; and

–increase the number of members on the Panel nominated by the responsible Minister under DIRA from

one to two.

At the 2023 Annual Meeting, shareholders voted to amend the Constitution to increase the size of the Panel

from six to seven members, to accommodate the additional appointments under the DIRA Amendment

Act and to enable an independent Appointed Director to join the Panel. The amendment took effect on 15

January 2024, and Mr Bruce Hassall was appointed to the vacant position (having previously been a member

of the Panel).

Andrew Barlass joined the Panel as a non-voting observer on 1 September 2024 as an appointee of the

Co-operative Council. He will be appointed as a member of the Panel from 1 September 2025, when he will

succeed Bill Donaldson.

The Panel members as at 31 July 2024 are listed in the table on page 97.

Nominations committee

The People, Culture and Safety Committee fulfils the role of a nominations committee in respect of

Appointed Directors. The election and selection process for Elected Directors and Appointed Directors is

explained under Board appointments on page 93.

Takeover offer

The Board does not believe that it is necessary to establish protocols for a takeover offer, given our co-

operative structure and the thresholds on share ownership in our Constitution.

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Principle 4: Reporting and Disclosure
Continuous disclosure

Fonterra’s Disclosure Policy facilitates compliance with the continuous disclosure obligations in the NZX

Listing Rules and FSM Rules, and underpins our commitment to maintaining a well-informed market through

effective communication with investors and market participants. The Disclosure Policy and associated

Disclosure Standard are available on fonterra.com.

Fonterra and the Manager of the Fonterra Shareholders’ Fund have 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 FSM Rules and the listing rules of the NZX or the ASX (as the case may be) is disclosed

simultaneously to the FSM, the NZX Main Board and the ASX. We simultaneously disclose relevant

information on the ASX on behalf of the Fonterra Shareholders’ Fund.

Financial and non-financial reporting

Our Annual Report and supporting material disclose financial matters affecting the Co-op in a balanced,

clear and objective manner, and includes the audited Financial Statements on page 33. We also release

financial performance information during the year at our Interim Results and Quarterly Business Update

announcements.

In addition, we disclose non-financial information in our Annual Report and supporting material, which

includes consideration of environmental, social sustainability and governance factors and practices, and how

these support our strategic objectives.

For FY24, we have continued to prepare sustainability disclosures (refer to the Sustainability Reporting

section of this report on page 155, and the Sustainability Reporting Data Pack) with reference to the Global

Reporting Initiative (GRI) Standards, and we obtain independent assurance in relation to these disclosures.

We have adopted this internationally recognised reporting framework to help users of our sustainability

performance information compare our disclosed information with others.

We have also published our first mandatory Climate-related Disclosures (refer to page 125 of this report),

prepared in compliance with the Aotearoa New Zealand Climate Standards. This follows the voluntary

disclosure made for FY23, released in November 2023.

Our fifth Modern Slavery Statement has also been released, setting out the actions taken by Fonterra to

address modern slavery risks in its operations and supply chain during FY24 and meeting the regulatory

disclosure requirements in the Australian Modern Slavery Act 2018.

Principle 5: Remuneration

The Remuneration Report on page 106 of this report details Fonterra’s remuneration framework, strategy,

and governance processes for its employees and Directors.

Principle 6: Risk Management

The Board, supported by the Audit, Finance and Risk Committee, has responsibility for overseeing the

implementation of our risk management framework.

Our risk management framework supports the implementation of risk management practices across the

Co-operative and is aligned with the three lines model. First line managers hold clear risk management

responsibilities, including requirements to comply with external obligations as well as our Global Policy

framework. Our second line consists of the risk management practices and assurance processes delivered

by our Group and Specialist Functions, supporting a consistent best-practice approach to risk management

across the business. Third line independent assurance and oversight is provided by a dedicated internal audit

function, taking a risk-based approach to the control environment, and providing reporting to the FMT and to

the Board via the Audit, Finance and Risk Committee.

Our Risk Appetite Statement specifies the amount of risk we are willing to take or accept in pursuit of our

strategy. It indicates the parameters within which we conduct our operations. Our approach is to manage

and minimise risk to people and the capital associated with our business, whilst accepting and managing an

increased degree of risk in areas where it is required to deliver our strategy.

Fonterra’s Global Risk Management Policy and Standard are aligned to the AS/NZS ISO31000:2018

Risk management – Principles and Guideline standard. They outline our risk management principles and

accountabilities, and set out the requirements for managing risk across our business. They are designed to

embed a positive risk culture and co-operative-wide risk management capability, including establishing a

consistent approach to identifying, controlling, monitoring, and reporting on our key risks.

Continuous monitoring of risk occurs as part of integrated business planning processes, specific technical risk

councils and audit outcomes, with a focus on the key risks faced globally in implementing our strategy. As

part of their risk management responsibilities, the Board and the Audit, Finance and Risk Committee receive

regular reports of Fonterra’s Group Risk Appetite position and the measures in place to identify and manage

the impact of emerging risks. The Board and the People, Culture and Safety Committee also receive regular

reports on the health, safety and wellbeing of our people as part of our risk management framework.

The following table sets out Fonterra’s key risks and provides an overview of our mitigation activities in FY24.

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Key riskRisk descriptionRisk mitigations
Climate ChangeThe risk that the efficiency and continuity

of Fonterra’s milk supply and operations is

disrupted due to an increased prevalence

and severity of both physical and

transitionary climate impacts.

Deliver on our Climate Roadmap, including emissions reduction targets.

Continue to develop sustainability initiatives with customers.

Actively identify climate-related risks and potential mitigations to build a resilient Co-operative through our climate risk programme and

disclosure requirements.

Ongoing engagement with stakeholders on climate activities remains a priority.

Commodity

Price, Foreign

Exchange and

Interest Rate

The risk that market price volatility,

including foreign exchange, interest rates

and commodities, is not appropriately

responded to, adversely impacting

revenue and/or earnings.

Established governance framework including oversight from the Financial Risk Committee and the Audit, Finance and Risk Committee.

Regular review of relevant policies, standards, and procedures to maintain a robust control framework.

Review and approval of annual exposure management plans and financial trading limits.

Regular review of foreign exchange and interest rate exposures and approval of the hedging plan.

Regular review of dairy and non-dairy portfolios, and ongoing market exposure assessments.

CybersecurityThe risk that the Co-operative’s ability

to maintain the confidentiality, integrity

or availability of critical business assets

and information is compromised due to

unauthorised access to systems and/or a

data breach.

Implementation of ongoing cyber programme to build defence by improving capability to detect, protect, respond, restore and recover from cyber incidents.

Ongoing activity to improve cyber awareness and enable our staff as a key part of cyber defence.

Active engagement with key strategic partners, industry groups and government agencies to share information and work together to help keep Fonterra

cyber safe.

Regular cybersecurity control reviews and assessments conducted to assess the environment and manage cyber risk across people process and technology.

Environmental

Sustainability

Failure to enact measures to mitigate

the impact of Fonterra’s activities on the

environment.

Resourcing plans to make progress against environmental targets. Refer to the Sustainability Reporting section of this report on page 155, and the

Sustainability Reporting Data Pack for our sustainability goals and performance.

Proactive engagement with industry, iwi, government, non-governmental organisations, and regulators.

Food Safety

and Quality

The risk that Fonterra supplies unsafe food

(or food that is perceived to be unsafe), or

product that is of sub-standard quality.

Our Global Quality Management framework provides that the purchase, supply, production and release of food is aligned with global regulatory standards as

a minimum.

Our global third-party sourcing network undergoes specific food safety and quality audits by specialists from Fonterra.

External global regulatory bodies undertake independent audits of our global management system, and manufacturing and distribution footprint.

Internal second line global audit programme that supports and demonstrates compliance to external global regulatory and certification programme requirements.

Health, Safety

and Wellbeing

Failure to manage the health, safety and

wellbeing of the Co-operative’s people in

the workplace.

Regular detailed evaluations and verification of major accident risks and employee safety, prioritising hazard elimination.

Engaging employees in making work safe through proactive risk management and ongoing training and dialogue.

Addressing physical and psychosocial health risks through comprehensive programmes and balancing the nature of work with health.

Robust incident investigation using digital systems and tools to document, analyse, and act on incidents and feedback, promoting transparency and accountability.

Setting goals and reporting and measuring events in an enterprise-wide management system to drive action and delivery priorities.

Exceeding regulatory compliance and maintaining open communication with all stakeholders to enhance safety standards.

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Key riskRisk descriptionRisk mitigations
Information

Technology

Failure to establish, maintain and

safeguard an appropriate information

technology (IT) and data management

framework, that maintains the

confidentiality, integrity and availability of

Fonterra’s data, systems and supply chain.

Ongoing implementation of risk reduction programmes to improve stability, reliability and resilience of our IT landscape.

Initiated the Core System of Record programme (Project Pūnaha) to replace old and complex hardware and software systems.

Expansion of the Data and Artificial Intelligence (AI) programme to improve management and protection of data, and leverage AI technologies as these

develop.

InnovationInability to innovate effectively to respond

to market trends and disruptions.

Insights and outputs from strategic development and implementation processes feed directly through to integrated innovation forums.

Targeted use of a spectrum of innovation vehicles (e.g., Fonterra’s Ki Tua investment fund, internal research and development expertise, third party partners,

research institutions and government) to identify, develop, and/or acquire relevant innovations, technologies, and research and development capabilities.

Legal and

Compliance

Failure to manage or respond to changes

in Fonterra’s Legal and Compliance

obligations, within the markets in which

Fonterra operates.

Annual employee Policy commitment (including certification of compliance with Fonterra Legal and Compliance policies and standards).

Annual maturity assessment of compliance management processes aligned to key policies and standards.

Regular legal and compliance training (both broad based and market/function specific), accessible legal and compliance guidance, and reporting systems and

processes.

Support and advice from internal Legal, Regulatory and Trade Strategy teams, supplemented by specialist external support as required.

Licence to

Operate

The risk that Fonterra’s engagement with,

and treatment of, the communities and

environment where Fonterra operates is

ineffective and/or fails to consider societal

impacts, stakeholder interests, and/or

legal and regulatory obligations.

Fonterra’s Doing Good Together Programme, delivering community engagement and social impact programmes across three pillars.

Active stakeholder engagement programme in New Zealand and key international markets.

Achievement of key environmental and other relevant targets.

Continuous oversight and escalation processes relating to resource consents.

Liquidity and

Funding

Unable to access sufficient funds to meet

financial obligations, and/or insufficient

financial flexibility to take advantage of

opportunities.

Established financial assurance framework including oversight from the Financial Risk Committee, and the Audit, Finance, and Risk Committee.

Active management of debt, working capital, and cashflow forecasting.

Regular review of relevant policies, standards, and procedures to maintain a robust control framework.

Market Access

/ Geopolitical

The risk that changes within global

markets, including economic volatility,

geopolitical instability, market access and

market concentration adversely impacts

business operations, reputation and sales.

Trade strategy, insights and intelligence, advocacy, and government/industry engagement.

Scenario planning and modelling, and development of bespoke action plans, in relation to specific risks.

Regular review of market concentration risk.

Active centralised portfolio management with product portfolio plans that capture a diverse global demand pool.

Multimarket, diverse product and channel offerings with specific strategies in place to support.

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Key riskRisk descriptionRisk mitigations
Milk SupplyInability to retain milk supply driven by

disruption (e.g. biosecurity/weather event),

competitor activity, unfavourable returns

and/or adverse regulatory settings.

Delivery against strategic milestones and commitments, and strong financial performance which provides sustainable value for our suppliers and farmer

shareholders.

Comprehensive activity focused on winning and retaining milk, and supporting our farmers to maximise high-quality sustainable New Zealand milk.

Flexible capital structure, farmer-focused risk/cashflow management tools, and targeted engagement and support which attract the next generation of farmers

to supply Fonterra.

PeopleThe risk that leadership, organisational

culture, behaviour and people

management practices are inadequate or

insufficiently agile.

Continued delivery of programmes to strengthen organisational culture, talent, leadership development, future capabilities, and strategic workforce planning.

Clear roadmap to simplify People and Culture (P&C) processes and technology systems.

Leveraging the P&C operating model to improve strategic business partnering and support high priority initiative deployment.

Continued provision of tools and training to upskill people leaders, improve decision making, and leadership effectiveness.

Embedding diversity, equity and inclusion across all relevant facets of our high priority initiatives.

RegulatoryFailure to manage or respond to changes

in the regulatory environment in which

Fonterra and its farmers operate.

Proactive engagement with local and central government officials and regulators, and monitoring of policy and regulatory changes.

Support and advice from Legal, Government Affairs, Regulatory and Trade Strategy teams across Fonterra, and supplemented by specialist external support as

required.

Strategic

Decision

Sub-optimal strategy that does not

empower Fonterra’s innovation and

sustainability ambitions, enable

opportunity, leverage its competitive

advantage and/or provide improved

business performance.

Organisational strategy system generates continuous insights and provides regular reviews of the beliefs and assumptions which underpin the strategy for

consideration by the FMT and the Board.

Strategic

Execution

Sub-optimal execution of strategic

initiatives, and/or failure to adapt to

changes in the Co-operative’s operating

environment.

Strategic deployment milestones and decision points are integrated into management systems and business planning.

Annual review and reconciliation of business activity and results against strategic expectations and targets.

Supply

Chain and

Manufacturing

The risk that Fonterra’s ability to maintain

or operate the assets within its end-to-

end supply chain is disrupted, delayed or

reduced.

Reliable and efficient collection, treatment and distribution of milk.

Strong focus on global supply chain management: implementing resilience strategies to mitigate impacts of global shipping and local supply chain disruption.

Established, robust business continuity plans to address identified manufacturing and supply chain risks.

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Principle 7: Auditors
External auditor framework

The Audit, Finance and Risk Committee is responsible for making recommendations to the Board

regarding the appointment of the external auditor. It reviews the independence of the auditor, external

audit fees, terms of engagement and the annual audit plan.

The external auditor is appointed by our farmer shareholders at the Annual Meeting. KPMG has been

appointed as Fonterra’s external auditor for five consecutive years, and the fees paid to KPMG for FY24

are detailed in Note 3 of the Financial Statements (page 54 of this report). The lead external audit partner

must be rotated at least every five years, and this rotation will occur in FY25.

Our Group Audit Independence Policy and Standard enable the auditor to carry out its statutory audit

role in a manner where its independence is not impaired or could be perceived to be impaired. This Policy

and Standard set out the types of services that the auditor may undertake, those the auditor may only

undertake with the approval of the Audit, Finance and Risk Committee, and those that are not permitted.

All non-audit services to be undertaken by the auditor require pre-approval by the Chief Financial Officer

or the Director Group Finance. Regardless of the nature of the services proposed, any engagements

exceeding a total of NZD200,000 must be approved by the Audit, Finance and Risk Committee.

The external auditor attends all Audit, Finance and Risk Committee meetings, and meets with the

Committee without Fonterra management at least twice a year. The Chair of the Committee also

communicates regularly with the external auditor.

Annual Meeting

The external auditor attends our Annual Meeting and is available to answer questions from farmer

shareholders in relation to the audit.

Internal audit

Our Internal Audit function provides independent and objective assurance to the Audit, Finance and Risk

Committee and management on the adequacy of risk management, control and governance processes.

Our internal audit approach is based on the principle that Fonterra’s management is responsible for

implementing, operating, and monitoring the internal controls to manage risk and achieve business

objectives.

Fonterra’s Internal Audit team is responsible for:

–delivering a reasonable degree of assurance, as determined by the Audit, Finance and Risk Committee, over

business risk and the effectiveness of internal controls;

–assisting the business with special reviews or investigations; and

–complying with the internal audit methodology.

The appointment and removal of the Chief Internal Auditor (CIA) is subject to the approval of the Audit,

Finance and Risk Committee. The CIA is responsible for developing the annual internal audit plan and is

accountable for its implementation. The Audit, Finance and Risk Committee endorses the internal audit

plan and regularly monitors the progress of its implementation.

Principle 8: Shareholder Rights and Relations

Website and disclosure

Our website (fonterra.com) provides investors and interested stakeholders access to Fonterra’s financial,

operational, and key corporate governance information.

Information regarding our performance, annual and half-year financial results, Director changes, and other

significant matters, is disclosed to the market through the NZX and ASX in accordance with relevant laws

and listing rules. All media and market releases are also available on fonterra.com.

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Co-operative Council
One of the Board’s most important relationships is with the Co-operative Council, an independent body

consisting of farmer shareholders elected to represent the interests of Fonterra’s farmers. The Council

is established under the Constitution, and its functions are set out in clause 16.4. As at 31 July 2024,

the Council consisted of 25 elected Councillors from each of the 25 wards across New Zealand, and two

appointed Councillors. The Council publishes an annual report, outlining its activities and the Board’s

response to the Council’s Letter of Members’ Expectations. The Council’s annual report is emailed to all

members of the Co-operative and made available on the Farm Source website.

The Council, Board and Fonterra’s management have a working interface document which sets out the

principles to facilitate the working partnership and the way operational issues will be addressed. The

working interface document is available on the Farm Source website.

The Council and the Board meet regularly, as do the Chairs of the Board and the Council.

Engaging with farmer shareholders

We are looking to continuously improve the way we engage with our farmer shareholders with the aim of

keeping them well informed about key topics that are relevant to them. There’s a sense of belonging and

connection that comes with being part of a Co-op, and fostering that is an important part of what we do.

We have a team responsible for evolving and implementing our farmer engagement plan. They oversee

a diverse range of communications channels such as the Farm Source website, which enables farmer

shareholders, their employees and business partners to connect with Fonterra and access information

and tools on milk production and quality, online statements and relevant news. Farmer shareholders are

given the option to receive communications from us electronically.

The My Co-op app provides up-to-date news and information from across the Co-operative and the

industry, including Milk Price announcements, upcoming events, Farm Source Rewards balance and

updates from the Chair and Chief Executive Officer. Meanwhile, the On Farm app provides daily milk

production and quality information, comparisons against last season volumes, tanker movements, and

summary reports of key milk performance information for the last 30 days. Local Farm Source teams are

in regular contact with farmers in their area, and there’s also the Farmer Support Team available 24/7 on

0800 65 65 68.

We arrange face-to-face and online meetings throughout the year with farmer shareholders as well as

other key groups such as sharemilkers, contract milkers, farm lessors, farm workers and rural professionals

to have two-way communication on relevant topics.

Regular emails from the Chair, Chief Executive Officer, Group Director Farm Source and Regional Heads

are also used to keep our farmers informed, and we issue a monthly Global Dairy Update to provide an

overview of the global dairy market and our performance.

Annual and Special Meetings

Our Annual Meeting, held at a different venue around New Zealand each year, is an opportunity

to communicate directly with our farmer shareholders. The meetings are designed to encourage

participation from our farmers, with appropriate time provided for farmer shareholders to raise issues or

ask questions from the floor. The Chief Executive Officer attends the Annual Meeting.

Our Constitution describes the process for a farmer shareholder to raise a proposal for discussion or

resolution at the next meeting of farmer shareholders at which the farmer shareholder is entitled to vote.

Fonterra endeavours to send notices of annual or special meetings to farmer shareholders at least

20 working days prior to the relevant meeting. Due to the need to consider and include the details of

shareholder proposals received by Fonterra this is not always possible, however at a minimum, notices are

sent to farmer shareholders and published on fonterra.com at least 10 working days before the meeting in

line with Fonterra’s Constitution and the Companies Act. For Fonterra’s 2023 Annual Meeting held on 9

November 2023, the notice of meeting was made available on 16 October 2023.

Our 2024 Annual Meeting will be hybrid, allowing farmer shareholders to join either online or in person.

Voting

Shareholders have the right to vote on major transactions (as defined in the Companies Act) as well

as other major decisions that may change the nature of Fonterra as prescribed by the FSM Rules. In

particular, FSM Rule 4.1.1 restricts Fonterra from entering into any transaction (or series of related

transactions) which would significantly change, indirectly or directly, the nature of Fonterra’s business

or involve a gross value above 50% of the average market capitalisation of Fonterra, unless the

transaction(s) is approved by (or is conditional on the approval of ) Fonterra’s shareholders.

In accordance with the co-operative nature of Fonterra, voting is based on the quantity of milk solids

supplied to Fonterra, backed by shares, and is not on the principle of one vote per share.

Equity offers

Fonterra has not sought additional equity capital for the year ended 31 July 2024.

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Remuneration report
Dear Shareholders

On behalf of the Board, I am pleased to present Fonterra’s remuneration report for the financial year ended

31 July 2024.

FY24 performance and remuneration outcomes

Short-term Incentive (STI)

Our senior leaders’ STI is aimed at delivering exceptional results against our annual goals, which are aligned

with our three strategic choices. For FY24 we incorporated a customer measure of delivered in full, on time

(DIFOT) and our Innovation measure was evolved to better align with our Innovation Blueprint and to focus

on commercialisation of innovations.

Positive outcomes were achieved across seven of the eight measures including Group Return on Capital

(ROC) and Farmgate Milk Price (FGMP), both of which support alignment with our farmer shareholders. We

saw substantial progress against our Sustainability measures of Greenhouse Gas Emissions (GHG), and Water

Improvement Plans (WIPs), and good performance against our People and Innovation measures. Whilst

significant improvements were made in DIFOT through the year, this was the only measure not to meet the

respective targets, and therefore resulted in a zero payout on this measure.

DIFOT will remain in the STI for FY25 ensuring continued focus. The resulting achievement for the FY24 STI

plan is 99.8%.

The Chair of the Board reviews the CEO’s performance each year, and recommends to the Board the STI

payment to be made to the CEO. The CEO’s FY24 STI outcome as approved by the Board is provided in the

CEO Remuneration section of this Report.

Long-term Incentive (LTI)

The LTI plan introduced in FY23, called Alignment Rights, is aimed at rewarding the delivery of sustainable

outcomes for all shareholders. The second grant of Alignment Rights was made in FY24 to senior leaders,

further supporting attraction and retention and alignment to farmer outcomes.

Fifty percent of the value of Alignment Rights is based on the performance of a Co-operative share on the

Fonterra Shareholders’ Market (FSM) over a six-year period (called Co-op Unit).

The remaining 50% is based on the change in on-farm profitability per hectare over the six-year period as

measured through the DairyNZ Economic Survey (called Farm Unit).

Message from the People, Culture & Safety

Committee Chair — Holly Kramer

The value of the Co-op Unit as at 31 July 2024, is $2.55. This is a decrease from $2.82 for the FY23 grant, and

an increase from $2.38 for the FY24 grant. Participants of the FY23 grant also received dividend equivalent

payments and a cash distribution equivalent to the value of the interim and final dividends, and the capital

return per share provided to farmer shareholders resulting in a total shareholder return over the period of

25.9% for participants.

The value of the Farm Unit as at 31 July 2024, is $3,454. This is an increase from $2,700 for the FY23 grant

and from $3,365 for the FY24 grant. We expect to see the value of the Farm Unit adjust downwards as a

result of more recent inflation and higher on-farm costs. No payments are made to participants relating to

the Farm Unit until the end of the performance period (generally six years).

Looking ahead

Each year we review our STI plan with the objective of it driving the right outcomes for the Co-operative

and confirming that it continues to align with our long-term strategy. We have seen great progress against

our Health and Safety measure over the last few years, and for FY25, we will be further strengthening our

focus on Health, Safety and Wellbeing (HSW) with the introduction of an additional measure linked to our

long-term Global HSW plan. We will also be introducing a measure linked to milk supply, recognising the

importance of securing milk for the long-term performance of the Co-op. We have also further strengthened

alignment of remuneration outcomes with that of our farmer shareholders, by increasing the weighting of the

ROC and FGMP measures in the STI plan.

Gender diversity has been included in our STI plan for the past 3 years, and we are delighted to have

reached our target of >40% female representation in global senior leadership. We have also completed

all WIPs, a measure introduced in FY23, which has resulted in significant improvement in actual water

performance. Both measures will come out of our STI for FY25.

In FY25, we will continue to maintain our LTI plan and make the third grant of Alignment Rights to our

senior leaders, further supporting attraction and retention and alignment to farmer outcomes.

Holly Kramer

People, Culture & Safety Committee Chair

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Fonterra’s
remuneration strategy

has been designed to

align to and support

our purpose, values,

and the delivery of

our three strategic

choices. These are

the foundation of the

Co-operative and the

lens through which all

behaviours, decisions

and choices are made.

Our

values

Our strategic

choices

Our remuneration

principles

Align employees with

sustainable prosperity for

farmers via Co-op returns

and Farmgate Milk Price;

and strength and value of

the Co-op

Reward collaboration to

deliver the most value from

each litre of milk for dollar

of capital invested

Support Fonterra values

Attract and retain key

experience, expertise and

knowledge

Reflect individual

contribution

Be a leader in

dairy innovation

& science

Be a leader in

sustainability

Focus on

New Zealand milk

Good Together

Better Every Day

Every Drop Counts

Remuneration

strategy

Our

purpose

Our Co-operative,

Empowering people

To create goodness for

generations.

You, me, us together

Tātou, tātou

Employee remuneration

Be simple and transparent

Have robust governance

Michael & William, Southland

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Remuneration framework FY24
The details included in this section relate to the remuneration

framework in place for FY24.

Employee remuneration

The Co-operative’s remuneration framework is designed to attract

and retain talent, and motivate and recognise the role our people

play in the success of Fonterra. It is aimed at supporting our

strategy, purpose, and values.

Fonterra’s remuneration framework for salaried staff includes base

salary, benefits (KiwiSaver, superannuation and insurance where

applicable), and variable remuneration (incentives).

Fonterra’s remuneration packages are benchmarked against

comparable companies in relevant markets, using information

obtained from independent remuneration consultants. Adjustments

to remuneration packages may occur on a cyclical basis, such as

an annual salary review, or on an as-needed basis, for example

to recognise promotions, or address internal relativity (including

gender pay).

The framework is designed to take into account budget targets and

restraints, market conditions, internal equity (including gender pay),

and governance factors such as local legislation, as well as individual

performance.

Enterprise Leader remuneration

Senior employees, who are deemed to have the greatest ability to

have a long-term impact on the Co-operative’s performance, are

defined as Enterprise Leaders. This group generally includes the CEO,

FMT, and their senior direct reports.

The components of the remuneration package of Enterprise Leaders

are set out in the table to the right and includes the LTI plan called

Alignment Rights introduced in FY23.

The remuneration package and any incentive payments made

following the completion of the financial year, to the CEO and

eligible FMT, are approved by the People, Culture and Safety

Committee (PCSC) (and in the case of the CEO, the Board) at

its discretion. The PCSC retains absolute discretion in respect of

payments for all incentive schemes.

Total Remuneration

Fixed RemunerationShort-term IncentiveAlignment Rights

How it worksConsists of base salary and benefits

(KiwiSaver, superannuation and

insurance where applicable).

Reviewed annually based on

performance and behaviours.

Set based on capability, experience,

performance, internal relativity

(including gender pay), and external

relativity with the applicable

country or region.

Calculated based on achievement

against a Fonterra Group Scorecard

which aligns to our three strategic

choices and key people measures. It is

comprised of financial and non- financial

ESG measures. In FY23, an individual

multiplier was introduced (in the range

of 0.8x to 1.2x) for the CEO and FMT

to be applied to the STI outcome of

each individual to recognise and reward

individual performance and contribution.

Achievement is determined over a one-

year performance period (1 August – 31

July, aligned to Fonterra’s financial year).

The Group Scorecard is capped at 125%

of on-target opportunity. For the CEO and

FMT with the individual multiplier, total

incentive opportunity is capped at 150%.

CEO on-target opportunity is 72% of

Base Remuneration.

Eligible FMT and other Enterprise Leaders

on-target opportunity is between 25%

and 60% of Base Remuneration.

The value of the Alignment Rights will

increase or decrease in value relative

to sustainable farmer prosperity and

Co-operative value over a six-year

period.

50% of the Alignment Rights is based

on the performance of a Co-operative

share on the Fonterra Shareholders’

Market (FSM) over the six-year period.

The remaining 50% is based on the

change in on-farm profitability per

hectare over the six-year period

as measured through the DairyNZ

Economic Survey.

CEO grant value is 48% of Base

Remuneration.

Eligible FMT and other Enterprise

Leaders grant value is between 20%

and 40% of Base Remuneration.

What it doesAttracts and retains key talent in the

markets in which Fonterra operates.

Aligns Enterprise Leaders on delivering

exceptional results over both the short

and long term for farmer shareholders.

Aligns Enterprise Leaders with the

financial interests of Fonterra’s farmer

shareholders.

Benchmarking

& market

positioning

The remuneration packages of Enterprise Leaders are benchmarked against the external market using comparable companies

in the applicable country or region.

Benchmarking of the CEO and FMT’s remuneration packages is conducted using an independent remuneration consultant

appointed by the PCSC and is based on a comparator group of companies similar in size, complexity and operational scope.

Fonterra aims to pay Fixed Remuneration and Total Remuneration of the CEO and FMT in the range of the 50th to 65th

percentile of the comparator benchmark peer group.

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Short-term Incentive FY24
The STI is a critical component of our remuneration framework. It

is aimed at motivating, aligning and rewarding performance over a

12-month business performance cycle and comprises financial and

non-financial ESG measures.

The measures included in the scheme align with Fonterra’s

three strategic choices – focus on New Zealand milk, be a leader

in sustainability, and be a leader in dairy innovation and science, as

well as key people-related measures. Each year these measures are

reviewed to align with our longer-term strategic targets.

The FY24 measures include:

–Group Return on Capital, Farmgate Milk Price, Delivery in full,

on time

–Greenhouse gas emissions, and Water Improvement Plans

–Value from innovation

–Health and safety, and leadership gender diversity

Achievement against these for FY24 is provided in the CEO

Remuneration section of this report.

Long-term Incentive FY24

The LTI called Alignment Rights was introduced in FY23 and is aimed at aligning the financial interests of Fonterra’s Enterprise Leaders with that of

the Co-operative’s farmer shareholders.

Those eligible for Alignment Rights are our Enterprise Leaders which includes the CEO, FMT and their senior direct reports who are deemed to have

the greatest ability to have a long-term impact on the Co-operative’s performance.

Alignment Rights are comprised of two separate measures, each equally weighted at 50%. The first measure is called the Co-operative Unit and the

second is the Farm Unit. Further detail on these respective measures and the rationale for inclusion in the scheme is provided in the table below.

The performance period of the plan is typically six years. After completion of the performance period, a cash payment will be made based on

the performance of the Co-operative Unit and the Farm Unit. The first grant of Alignment Rights, including the value of the Co-operative Unit and

Farm Unit at grant, was approved by the PCSC and awarded in FY23. The second grant of Alignment Rights was approved by the PCSC and awarded

in FY24.

Prior to the introduction of Alignment Rights, the CEO and certain members of the FMT participated in the Executive Incentive Plan (EIP). This

plan included a deferred component payable three years after grant subject to a performance hurdle. The last grant made under the EIP was for

FY22 performance. Recognising the longer performance period of six years under the Alignment Rights plan, those transitioning from the EIP plan

(including the CEO) have shorter performance periods for the first two grants. These shorter performance periods are no less than four years.

MeasureWeightingFurther detail and rationale for measure

Co-operative Unit50%The value of the Co-operative Unit will go up or down based on the performance of a Co-operative

share.

Dividend equivalent payments and other cash distributions will be made during the performance

period to replicate the returns received for a Co-operative share.

The Co-operative Unit is designed to replicate the returns a farmer shareholder receives and

incentivises Enterprise Leaders to focus on the long-term performance of a Co-operative share.

Farm Unit50%The Farm Unit is based on the three year average of on-farm profitability per hectare as measured

through the DairyNZ Economic Survey. The value of the Farm Unit will go up or down based on

on-farm profitability.

No dividend equivalent payments or other cash distributions are made on the Farm Unit.

The Farm Unit is designed to replicate the change in on-farm profitability over the performance

period and incentivises Enterprise Leaders to focus on those factors that influence on-farm

profitability for our farmer shareholders.

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Chief Executive Officer remuneration
The following section of the remuneration report sets out the

remuneration structure, pay mix, and remuneration earned

and received by the CEO for FY24.

Fixed Remuneration

Short-term Incentive

Long-term Incentive

Fixed

Remuneration

Short-term

Incentive

Long-term

Incentive

1

Base salary

KiwiSaver

Assessed over a

1 year performance

period

Year 1

Year 4

Year 3Year 6Year 2Year 5

CEO remuneration components and performance period

The diagram below sets out the remuneration structure and delivery timing for the CEO.

The same performance periods apply for all Enterprise Leaders.

CEO pay-mix

The remuneration pay-mix graph below shows the percentage of each remuneration element that makes up the CEO’s on-target

remuneration opportunity for FY24.

Alignment Rights with performance period of six years

2

1 Eligible for dividend equivalent payments and other cash distributions during the performance period. These would be paid annually to support alignment though the performance period.

2 Recognising the longer performance period of six years under the Alignment Rights plan, those transitioning from the EIP plan (including the CEO) have shorter performance periods for the

first two grants. The first grant made to the CEO in FY23 comprised two equally weighted tranches. The first tranche had a performance period of four years, and the second tranche had a

performance period of five years. The second grant made to the CEO in FY24 comprised of two equally weighted tranches. The first tranche had a performance period of five years, and the

second tranche had a performance period of six years.

46%32%22%

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Total CEO remuneration paid
Total remuneration paid reflects the remuneration in the period it is received, rather than the performance

period to which payment relates.

Miles Hurrell has held the role of CEO for the full financial year.

His annual salary as at 31 July 2024 is $2,463,818. The pay for performance component paid in FY24 includes

the FY23 STI, the deferred component of the FY20 EIP which was subject to a performance hurdle being

met, and the dividend equivalent payments and cash distributions made on the Co-op Units of the FY23

Alignment Rights grant.

Further information on Alignment Rights can be found on page 109 of this report. The remuneration earned

by Mr Hurrell in FY24 for the Alignment Rights plan is set out in the section to the right.

The total remuneration received by Mr Hurrell in FY24 was $5,924,782 as shown in the table below.

Fixed

remuneration

Pay for

performance

Total remuneration

paid in FY24

SalaryBenefits

1

Short-term Incentives

2

Long-term Incentives

3

$2,459,310$172,566$1,666,655$1,626,251$5,924,782

1 Employee Superannuation contribution on salary, Short-term and Long-term Incentive.

2 The value of the Short-term Incentive represents the FY23 Short-term Incentive Plan.

3 The value of the Long-term Incentive represents the deferred component of the FY20 EIP which was subject to a performance hurdle being met and

the dividend equivalent payments and cash distributions on the Co-op Units of the Alignment Rights granted 1 October 2022.

Total CEO remuneration earned

Total remuneration earned aligns remuneration outcomes with the performance period in which the

remuneration is earned, providing what Fonterra believes is a more transparent indication of pay for performance.

The FY24 STI achievement for Mr Hurrell was $1,947,441, based on a Group Scorecard outcome of 99.8% and

an individual multiplier of 1.1. Achievement of the Group Scorecard measures is provided on the next page of

this report.

Alignment Rights awarded to Mr Hurrell during FY24 were comprised of two tranches equally weighted at a

total value at allocation of $1,182,633 (48% of Base Remuneration), which will be recognised over the service

period to 30 September 2026 (adjusted for movements in fair value). The first tranche has a payment date of

30 September 2028, and the second tranche has a payment date of 30 September 2029. The amounts in the

table below represent the fair value of the pro-rata amounts earned by Mr Hurrell in FY24.

The number of Alignment Rights granted to Mr Hurrell during FY24 is also provided on the next page.

Fonterra believes its reporting approach to total CEO remuneration earned provides the right balance of

transparency and disclosure while accurately reflecting the outcomes for FY24.

FY24

Fixed remuneration

Salary

$2,459,310

KiwiSaver on salary

1

$73,779

Pay for performance

Short-term Incentive

$ 1 , 9 47, 4 41

Long-term Incentive

Alignment Rights granted payable as cash in future periods

2

$621,228

Dividend Equivalent Payments and cash distributions

3

$148,695

FY21 and FY22 EIP Performance Multiplier adjustment

4

$867,195

KiwiSaver on Incentives

1

$107,537

Total remuneration earned in FY24

$6,225,185

1 Employer Superannuation contribution on salary, Short-term and Long-term Incentive.

2 The service period for the FY23 and FY24 grants ends on 30 September 2025 and 30 September 2026 respectively. Amounts recognised in the

above table represent the pro-rata amounts earned in FY24, adjusted for movements in fair value of the equivalent units. Further information on

grants – including grant date, number of units and payment dates can be found on page 112.

3 Dividend equivalent payments and cash distributions on Co-op Units will be made on an annual basis during the performance period, based on the

returns received by FSM shareholders. No dividend payments or cash distributions are made on Farm Units. Amount above is exclusive of the final

dividend for FY24 which will appear in FY25 earnings.

4 The deferred component of the EIP shown above is subject to a performance hurdle of Group ROC over Milk Price Weighted Average Cost of Capital

(WACC). Based on achievement against the performance hurdle, maximum payment was achieved for the FY21 EIP, resulting in a modifier of 150%

on the value accrued in FY21 ($831,870). Forecast performance of the FY22 EIP modifier is 150% on the value accrued in FY22 ($902,520). The

amount shown above represents the modifier amount recognised for the FY21 and FY22 EIP during FY24.

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Group Scorecard achievement
Achievement against the FY24 STI measures is provided in the

below table. This Scorecard achievement applies to the CEO,

FMT and their senior direct reports.

Strategic choice

/ pillarMeasures

STI

weighting

Weighted

outcome

Focus on NZ

Milk

Group ROC,

FGMP and DIFOT

60%54.1%

Be a leader in

sustainability

GHG Emissions

and WIPs

15%18.8%

Be a leader in

dairy innovation

Value from

innovation

10%10.0%

PeopleHealth and Safety

and Leadership

Gender Diversity

15%16.9%

TOTAL SCORECARD OUTCOME99.8%

Alignment Rights held by the CEO as at 31 July 2024

Mr Hurrell has been awarded two grants under the Alignment Rights Plan. The tables below summarise the number of Co-op Units and Farm Units

held at the end of FY23, the number granted during FY24 and the resulting balance at the end of FY24. No payments have been made relating to

the Co-op Units and Farm Units included in the below table, other than the dividend equivalent payments as set out in the CEO Remuneration Paid

and Earned sections of this report. The value of these units increases or decreases relative to performance of a Co-operative Share (in the case of

the Co-op Unit) and relative to on-farm profitability per hectare (in the case of the Farm Unit).

Co-op Unit

Grant datePayment date

Balance

as at

31 July

2023

Units

granted

during

FY24

Units

paid

during

FY24

Balance

as at

31 July

2024

Unit value

1

At

grant

At

payment

1 October 2022 (Tranche 1)30 -Sep-26101,298––101,2982.82–

1 October 2022 (Tranche 2)30 -Sep-27101,298––101,2982.82–

1 October 2023 (Tranche 1)30 -Sep-28–124,226–124,2262.38–

1 October 2023 (Tranche 2)30 -Sep-29–124,226–124,2262.38–

TOTAL

2

202,595248,452–451,047

1 Co-op Unit value is based on the 12-month Volume Weighted Average Price of a Co-operative Share.

2 The figures in this table may not sum to the total due to rounding.

Farm Unit

Grant datePayment date

Balance

as at

31 July

2023

Units

granted

during

FY24

Units

paid

during

FY24

Balance

as at

31 July

2024

Unit value

3

At

grant

At

payment

1 October 2022 (Tranche 1)30 -Sep-26106––1062,700–

1 October 2022 (Tranche 2)30 -Sep-27106– –1062,700–

1 October 2023 (Tranche 1)30 -Sep-28–88–883,365–

1 October 2023 (Tranche 2)30 -Sep-29–88–883,365

TOTAL

4

211176 387

3 Farm Unit value is based on the 3-year average Owner Operator Dairy Operating Profit/ha as published by the DairyNZ Economic Survey.

4 The figures in this table may not sum to the total due to rounding.

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Remuneration range (NZD)
New Zealand

head office

1

Regional

New Zealand

1

Offshore

2

Cessations

3

Total

$100,000 $110,00075 1,602 151 78 1,906

$110,000 $120,00061 2,106 174 55 2,396

$120,000 $130,00071 1,235 183 48 1,537

$130,000 $140,00058 684 224 50 1,016

$140,000 $150,00053 557 209 31 850

$150,000 $160,00051 662 149 29 891

$160,000 $170,00043 303 126 24 496

$170,000 $180,00037 179 140 14 370

$180,000 $190,00058 125 82 16 281

$190,000 $200,00039 98 74 15 226

$200,000 $210,00042 70 61 9 182

$210,000 $220,00034 59 52 10 155

$220,000 $230,00029 49 44 8 130

$230,000 $240,00031 27 34 9 101

$240,000 $250,00027 22 26 8 83

$250,000 $260,00025 18 33 5 81

$260,000 $270,00021 21 20 9 71

$270,000 $280,00016 13 11 4 44

$280,000 $290,00018 6 18 7 49

$290,000 $300,0007 11 21 8 47

$300,000 $310,00010 7 16 3 36

$310,000 $320,0007 4 13 5 29

$320,000 $330,0006 8 9 5 28

$330,000 $340,0006 3 13 2 24

$340,000 $350,0004 6 15 6 31

$350,000 $360,0007 7 12 3 29

$360,000 $370,0007 3 11 3 24

$370,000 $380,0002 4 6 1 13

$380,000 $390,0003 1 7 4 15

$390,000 $400,0001 5 11 3 20

$400,000 $410,0004 1 8 0 13

$410,000 $420,0003 2 7 4 16

Employee remuneration over $100,000

Fonterra operates in a number of countries where remuneration market levels differ widely. During

the year ended 31 July 2024, the number of employees, not being Directors of Fonterra, who received

remuneration, incentives, and other benefits (including superannuation and allowances etc) exceeding

$100,000 was as follows:

Karla, Northland

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Remuneration range (NZD)
New Zealand

head office

1

Regional

New Zealand

1

Offshore

2

Cessations

3

Total

$420,000 $430,000 3 2 5 2 12

$430,000 $440,000 2 1 9 1 13

$440,000 $450,000 3 1 4 2 10

$450,000 $460,000 3 3 2 1 9

$460,000 $470,000 2 0 6 2 10

$470,000 $480,000 1 2 6 2 11

$480,000 $490,000 6 0 1 1 8

$490,000 $500,000 1 0 2 1 4

$500,000 $510,000 2 0 2 0 4

$510,000 $520,000 0 0 0 2 2

$520,000 $530,000 2 0 4 1 7

$530,000 $540,000 0 0 1 4 5

$540,000 $550,000 6 0 3 0 9

$550,000 $560,000 1 0 2 0 3

$560,000 $570,000 1 0 3 0 4

$570,000 $580,000 0 2 4 0 6

$580,000 $590,000 3 1 0 1 5

$600,000 $610,000 1 0 0 0 1

$610,000 $620,000 1 0 3 0 4

$620,000 $630,000 0 0 1 1 2

$630,000 $640,000 1 0 4 0 5

$640,000 $650,000 1 0 2 0 3

$650,000 $660,000 0 1 1 1 3

$660,000 $670,000 0 0 2 1 3

$680,000 $690,000 1 0 1 1 3

$690,000 $700,000 1 0 2 1 4

$710,000 $720,000 0 0 1 0 1

$720,000 $730,000 0 0 1 0 1

$750,000 $760,000 0 0 2 0 2

$760,000 $770,000 1 0 1 1 3

$770,000 $780,000 0 0 1 1 2

$790,000 $800,000 1 1 0 0 2

$810,000 $820,000 0 0 1 1 2

$820,000 $830,000 0 0 1 1 2

$900,000 $910,000 0 0 0 1 1

$930,000 $940,000 1 0 0 1 2

$950,000 $960,000 0 0 1 0 1

Remuneration range (NZD)

New Zealand

head office

1

Regional

New Zealand

1

Offshore

2

Cessations

3

Total

$960,000 $970,000 1 0 0 0 1

$990,000 $1,000,000 0 0 1 0 1

$1,020,000 $1,030,000 1 0 0 1 2

$1,030,000 $1,040,000 0 0 1 0 1

$1,060,000 $1,070,000 1 0 0 0 1

$1,130,000 $1,140,000 0 0 2 0 2

$1,140,000 $1,150,000 1 0 0 0 1

$1,210,000 $1,220,000 1 0 0 0 1

$1,250,000 $1,260,000 0 0 1 0 1

$1,260,000 $1,270,000 0 0 1 0 1

$1,290,000 $1,300,000 0 0 1 0 1

$1,320,000 $1,330,000 0 0 1 0 1

$1,500,000 $1,510,000 0 0 0 1 1

$1,590,000 $1,600,000 0 0 1 0 1

$1,860,000 $1,870,000 1 0 0 0 1

$2,080,000 $2,090,000 0 0 0 1 1

$2,320,000 $2,330,000 1 0 0 0 1

$2,830,000 $2,840,000 0 0 1 0 1

$3,680,000 $3,690,000 0 0 1 0 1

$5,920,000 $5,930,000 1 0 0 0 1

Totals909 7, 9 1 2 2,050 510 11,381

The number of employees who received remuneration, incentives, and other benefits exceeding $100,000

varies from year to year. This number is impacted by a variety of factors including incentive payments,

overtime paid, termination entitlements, and remuneration increases provided in each respective year.

Exchange rates for those employees paid in currencies other than New Zealand dollar can also impact

employees either meeting or missing the threshold of $100,000.

1 Includes employees employed in New Zealand during the reporting period.

2 Includes employees employed in an offshore operation during the reporting period. Amounts paid in foreign currency have been converted at the

average conversion rate for the period. As Fonterra has a significant offshore population, the number of offshore employees exceeding the fixed

figure of $100,000 increases if the New Zealand dollar currency weakens significantly. Should the New Zealand dollar strengthen against those

markets’ currencies, these same individuals may not be reported in future lists.

3 Cessations include employees that have been terminated or retired during the reporting period, this includes employees in businesses divested part

way through the financial year. The amounts paid to former employees include salary and bonuses for the current period, prior period bonuses that

have been paid in the current period and termination entitlements including those arising from employment arrangements entered into by legacy

companies prior to the formation of Fonterra.

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Within New Zealand, employees who received remuneration, incentives, and other benefits (including
superannuation and allowances etc) exceeding $100,000 were based throughout the country as follows:

Total

Auckland1,410

Bay of Plenty317

Canterbury1,278

Manawatu-Wanganui551

Northland387

Rest of New Zealand193

Southland576

Taranaki1,221

Waikato2,888

New Zealand total8,821

In addition to being a significant employer in New Zealand, Fonterra also has employees in markets around

the world. Those who received remuneration, incentives, and other benefits (including superannuation and

allowances etc) exceeding $100,000 were based in markets around the world as follows:

Total

Australia1,154

Europe117

Greater China325

Latin America10

New Zealand8,821

Rest of Asia294

Rest of World72

United States78

Cessations

510

Global total11,381

Onuku Farm, Bay of Plenty

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Director remuneration
Our Constitution modifies the Board’s discretion to set remuneration of Elected Directors. The Directors’

Remuneration Committee, comprising six shareholders elected in accordance with the Constitution,

makes recommendations for shareholder approval as to the level of Elected Directors’ fees.

The members of the Directors’ Remuneration Committee as at 31 July 2024 were Conall Buchanan

(Chair), Ellen Bartlett, Simon Couper, Stephen Silcock, Richard Stalker and Shirley Trumper.

Directors and employees only attend Directors’ Remuneration Committee meetings at the invitation of

the Committee.

Given the arrangements outlined above, we do not have a specific policy for remuneration of Directors.

At the Annual Meeting on 9 November 2023, shareholders approved, on the recommendation of the

Directors’ Remuneration Committee, the following amounts of remuneration to apply from that date

onwards:

NZD

Chair484,000 per annum

Elected Directors196,500 per annum

Discretionary additional payments to the Chair of permanent Board Committees

(except when that person is the Chair of the Board, the Chair of the Audit, Finance

and Risk Committee, or is already in receipt of a Committee Chair allowance)37,000 per annum

Discretionary additional payment to the Chair of the Audit, Finance and Risk

Committee51,500 per annum


The Board has approved payment of the discretionary additional payments, at the rates outlined above.

The Board has discretion to set the remuneration of Appointed Directors, with such remuneration not

required to be approved at the Annual Meeting. The Board has historically remunerated Appointed

Directors at the same level as Elected Directors, in line with Directors’ Remuneration Committee

recommendations. This approach was taken by the Board for FY24.

The People, Culture and Safety Committee and the Chair of the Board have the discretion to allocate a

discretionary pool of up to $150,000 per annum to remunerate Directors for additional duties, workload,

and responsibilities. In FY24, the People, Culture and Safety Committee and the Chair of the Board

approved a payment of $12,000 per Director from the discretionary pool to recognise the additional

workload undertaken by those Directors who were members of more than three Board Committees

during that period (including non-permanent Committees but excluding Board Committees they collected

a Chair fee for).

Fees paid by subsidiary or associate companies in respect of Fonterra Directors or employees appointed

by Fonterra as Directors of those companies are payable directly to Fonterra.

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The total remuneration and value of other benefits (not including superannuation contributions, if applicable) received by each Director in
FY24 are below:


NZD

Board fees

Committee

Chair fees

Discretionary

pool

Total

remuneration

Clinton Dines194,98412,000206,984

Brent Goldsack194,98412,000206,984

Leonie Guiney194,98412,000206,984

Bruce Hassall (Chair of the Audit, Finance and Risk Committee)194,98451,08712,000258,071

Holly Kramer (Chair of the People, Culture and Safety Committee)

1

194,52636,641231,167

Andy Macfarlane

2

194,98424,39112,000231,375

Peter McBride (Chair of the Board of Directors)480,14112,000492,141

John Nicholls (Chair of the Co-operative Relations Committee)

3

194,98412,3332 07, 317

Cathy Quinn (Chair of the Disclosure Committee)194,98436,724231,708

Scott St John

4

129,484129,484

Alison Watters (Chair of the Sustainability and Innovation Committee)194,98436,724231,708

1 Ms Kramer’s fees vary for this period due to her remuneration being received a month in arrears.

2 Mr Macfarlane ceased to be Chair of the Co-operative Relations Committee on 30 April 2024.

3 Mr Nicholls became Chair of the Co-operative Relations Committee on 1 May 2024.

4 Mr St John ceased to be a Director in March 2024.

Bronte, Auckland

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Directors’ disclosures
Disclosures of Directors’ interests

The Directors have made the following general disclosures of interest during FY24.

DirectorInterest

Clinton Dines

Griffith University Council (ceased April 2024)Council Member

Bruce Hassall

Vector Limited

Fletcher Building Industries Limited (ceased March 2024)

Fletcher Building Limited (ceased March 2024)

Director

Chair and Director

Chair and Director

Holly Kramer

Australian Government – Remuneration Tribunal

Susan McKinnon Foundation

Goodes O’Loughlin Foundation (ceased March 2024)

Western Sydney University (ceased March 2024)

President

Chair, Advisory Board

Independent Non-Executive Director

Pro-Chancellor

Peter McBride

Sydney Markets Limited

Trinity Lands Limited

Ian Elliott Family Trust (ceased May 2023)

Kennedy Farm Limited (ceased May 2023)

MA Elliott Family Trust (ceased May 2023)

Pokai Farm Limited (ceased May 2023)

Trinity Lands Limited (ceased March 2024)

Chair

Director

Trustee

Shareholder

Trustee

Shareholder

Chief Executive Officer

John Nicholls

MC Water Limited (ceased October 2023)

MHV Water Limited (ceased October 2023)

Director

Chair

Scott St John

ANZ Group Holdings Limited

Australia and New Zealand Banking Group Limited

Mercury NZ Limited

Independent Non-Executive Director

Independent Non-Executive Director

Chair

Alison Watters

Figured Limited


Totally Vets Limited

Meteorological Service of New Zealand Limited (ceased July 2024)

National Science Challenge – High Value Nutrition (ceased July 2024)

Shareholder through shareholding

interest in AgInvest Holdings Limited

Chair

Director

Board member

Use of information by Directors

During FY24, there were no notices from Directors requesting to disclose or use information received in their

capacity as Directors which would not otherwise have been available to them.

Indemnity and insurance

Fonterra has given indemnities to, and has effected insurance for, the Directors and executives of Fonterra

and its related companies, in accordance with section 162 of the Companies Act and clause 35 of Fonterra’s

Constitution. Except for specific matters that are expressly excluded (such as the incurring of penalties and

fines that may be imposed for breaches of law), Directors and executives are indemnified and insured against

monetary losses as a result of actions undertaken by them in the course of their duties.

New disclosures of Directors’ interests in securities

There were no new disclosures of holdings of Fonterra securities made by Directors during FY24.

Disclosure of Directors’ interests in securities transactions

Directors disclosed that they (or their associated persons) acquired or disposed of a relevant interest in

financial products during FY24 as follows:

Director

Type of

transaction

Number of securities

acquired / (disposed)

Consideration

(NZD)

Date of

transaction

Leonie GuineyCo-operative

Shares

50,000113,50010 October 2023

Peter McBrideCo-operative

Shares

(479,875)

1

–31 May 2023

Peter McBrideCo-operative

Shares

(350,329)

1

–31 May 2023

Peter McBrideCo-operative

Shares

(7,970,000)

1

–1 March 2024

1 Effective disposal through ceasing to hold a relevant interest in shareholding entity.

There were no transactions by Directors (or their associated persons) in Retail Bonds or Wholesale Bonds

reported during FY24.

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Quoted Financial Products
The following table identifies the Quoted Financial Products in which each Director has a relevant interest

(defined in the Financial Markets Conduct Act 2013) as at 31 July 2024:

FSF unitsCo-operative shares

Brent Goldsack3,493409,843

Leonie Guiney–1,404,024

Andy Macfarlane147, 0 412,093,019

Peter McBride129,713509,730

John Nicholls–2,083,000

Cathy Quinn–444,280

Alison Watters9,317234,737

To qualify as an Elected Director under the Fonterra Constitution, a person must be a shareholder, a

shareholder of a company that is a shareholder, a member of a partnership that is a shareholder, or have

a legal or beneficial interest in, or a right or entitlement to participate directly in the distributions of, a

body corporate that is a shareholder of Fonterra. All current Elected Directors have relevant interests in

Co-operative shares.

Given the variety of ways that farmer shareholders can organise their interests, it is possible for Fonterra

Elected Directors to have an interest in Co-operative shares without this being a relevant interest as defined

in the Financial Markets Conduct Act 2013, and those interests are not disclosed above.

Fonterra Centre, Auckland

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Statutory information
Twenty largest registered shareholders as at 31 July 2024

1

Registered nameNumber of shares%

Fonterra Farmer Custodian Limited – Fund

2

107,410,9846.67

Fonterra Farmer Custodian Limited – Market Makers

2

3,019,726

3

0.19

Premier Dairies Limited2,131,4830.13

Fortuna Group Limited2,040,6060.12

NZ Rural Property Trust Nominees Limited – Shenstone 1,600,7610.09

Woodstock Farming Limited1,453,5770.09

Trinity Lands Limited1,420,6140.08

Twin Terraces Ltd1,273,8500.07

Raymond Ford Seebeck1,235,3780.07

Align Farms Limited1,211,9680.07

Anne Maureen Janson & Carrol Garth Janson1,150,0000.07

Theland Tahi Farm Group Limited1 , 0 5 7, 2 1 80.06

Singletree Dairies 2013 Limited1,012,7760.06

Coringa Park Dairies Limited988,4500.06

Cumberland Dairy Farm Limited980,2580.06

NZ Rural Property Trust Nominees Limited – Penshurst927,6060.05

Stewart Partnership Ltd922,5000.05

Arlanda Limited920,0330.05

Moffitt Dairy Ltd910,7130.05

Rangitata Dairies Limited Partnership T/A Rangitata Dairies902,6230.05

1 The FSM Rules, which reflect the rules of the NZX Main Board, require that Fonterra’s annual report contain the names and holdings of the

registered holders having the 20 largest holdings of Co-operative shares as at a date not earlier than two months before publication of the annual

report. There is a separate requirement in the Financial Markets Conduct Act 2013 to disclose in the annual report those persons who have a

relevant interest in Co-operative shares in excess of five per cent (a ‘substantial holding’), where this information has been provided to Fonterra.

Accordingly, the list of the 20 largest holdings of Co-operative shares is not required to show, and does not purport to show, the top 20 holdings

of relevant interests in Co-operative shares which may be owned or controlled by a person or entity and their associated entities. Other people or

entities may have relevant interests in a greater number of Co-operative shares than those listed above. However, it is not possible for Fonterra to

accurately determine those interests, nor is it a requirement of the FSM Rules for those interests to be reported in the annual report.

2 Fonterra Farmer Custodian Limited holds Co-operative shares for the Fonterra Shareholders’ Fund, and for the Registered Volume Providers

(Market Makers) in respect of the Fund.

3 Aggregated holdings of all shares held by Market Makers.

Distribution of shareholders and holdings as at 31 July 2024

Size of holding

Number of

shareholders%

Number of

shares%

1 – 50,0001,33814.2635,174 , 4972.19

50,001 – 100,0002,37525.32182,410,78811.34

100,001 – 200,0003,12633.33443,889,80927. 58

200,001 – 400,0002,01121.44552,048,84534.30

400,001 and over5305.65395,666,61624.59

Total9,380

4

1001,609,190,555100

4 The total number of shareholders includes all shareholders on the share register (including non-supplying shareholders e.g. ceased shareholders and

market makers).

Substantial product holders as at 31 July 2024

According to notices given under the Financial Markets Conduct Act 2013, the following were substantial

product holders in Fonterra through having a relevant interest in Co-operative shares:

Substantial product holderNumber of voting securitiesDate of most recent notice

Fonterra Farmer Custodian Limited111,816,18330 July 2018

FSF Management Company Limited111,735,18330 July 2018

The total number of Co-operative shares on issue as at 31 July 2024 was 1,609,190,555.

More than one relevant interest can exist in the same voting financial products. Fonterra Farmer Custodian

Limited holds Co-operative shares for the Fonterra Shareholders’ Fund (Fund), of which FSF Management

Company Limited is the Manager. These two notices therefore refer to substantially the same Co-operative

shares. Fonterra Farmer Custodian Limited also holds some Co-operative shares for the Registered Volume

Providers (market makers) in respect of the Fund.

The substantial product holders listed above and the Registered Volume Providers do not have voting rights

(as set out in the Constitution).

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Twenty largest registered holders of FCG050 $100 million retail bonds as at 8 August 2024
Registered nameNumber of bonds%

New Zealand Central Securities Depository Limited50,595,00050.59

FNZ Custodians Limited15,936,00015.93

Custodial Services Limited13,329,00013.32

Public Trust4,404,0004.40

Forsyth Barr Custodians Limited2,165,0002.16

FNZ Custodians Limited1,826,0001.82

NZX WT Nominees Limited1,036,0001.03

Dunedin City Council1,000,0001.00

RGTKMT Investments Limited1,000,0001.00

JBWere (NZ) Nominees Limited924,0000.92

Forsyth Barr Custodians Limited825,0000.82

Custodial Services Limited760,0000.76

FNZ Custodians Limited330,0000.33

Leveraged Equities Finance Limited213,0000.21

Forsyth Barr Custodians Limited200,0000.20

Jacobus Johannes Maria Van Bergen & Ruth Marie Van Bergen &

KFS Trustees Limited

185,0000.18

Investment Custodial Services Limited178,0000.17

Peace & Disarmament Education Trust Incorporated150,0000.15

Somsmith Nominees Limited150,0000.15

JBWere (NZ) Nominees Limited120,0000.12

Distribution of FCG050 $100 million retail bond holders as at 8 August 2024

Size of holding

Number of

bondholders%

Number of

bonds%

5,000 – 9,99963.0538,0000.04

10,000 – 49,99913166.502,925,0002.93

50,000 – 99,9992211.171,245,0001.25

100,000 – 999,9992412.187,165,0007. 17

1,000,000 and over147. 1 188,627,00088.63

Total197100100,000,000100

Co-operative status

In accordance with section 10 of the Co-operative Companies Act 1996 (the Co-operative Companies Act),

the Directors of Fonterra unanimously resolved on 22 August 2024 that Fonterra was, for FY24, a co-

operative company. The opinion was based upon the fact that:

–Throughout that period the principal activities of Fonterra have been the activities stated in clause 1.3 of

Fonterra’s constitution:

• the manufacture and sale of butter, cheese, dried milk, casein, or any other product derived from milk or

milk solids supplied to Fonterra by its shareholders;

• the sale to any person of milk or milk solids supplied to Fonterra by its shareholders;

• the collection, treatment, and distribution for human consumption of milk or cream supplied to Fonterra

by its shareholders.

–Each of Fonterra’s principal activities are co-operative activities (as defined in section 3 of the Co-operative

Companies Act).

–Throughout that period, not less than 60% of the voting rights attaching to shares in Fonterra have been

held by transacting shareholders (as defined in section 4 of the Co-operative Companies Act).

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Current credit rating status
S&P Global Ratings’ long-term rating for Fonterra is A- with a stable rating outlook. Fitch Ratings’ long-term

rating is A with a stable rating outlook. Retail Bonds have been rated the same as Fonterra’s long-term rating

by both S&P Global Ratings and Fitch Ratings.

Exchange rulings and waivers

There were no rulings or waivers granted by NZX or relied on by Fonterra in the 12 months preceding 31

July 2024.

NZX trading halts

From market open on 15 August 2023 until market close on 17 August 2023, an administrative trading halt

was applied to Fonterra’s securities on the FSM. The trading halt was required to implement the capital return

to Fonterra shareholders.

Stock exchange listings

Fonterra’s Co-operative shares are listed and quoted on the FSM (operated by NZX Limited for Fonterra)

under the code ‘FCG’. Fonterra has one retail bond listed and quoted on the NZDX under the code ‘FCG050’.

Fonterra also has a Euro Medium Term Note Programme listed on the Singapore Stock Exchange.

As at 31 July 2024, there were 1,609,190,555 Co-operative shares on issue.

Donations

Donations of $1,069,363 were made by Fonterra and its subsidiaries during FY24. This does not include other

amounts paid in relation to sponsorship or partnership arrangements.

For further information regarding our Doing Good Together programme and our community partnerships,

refer to page 26 in the Annual Review section of this report.

Subsidiary company directors

The following companies were subsidiaries of Fonterra as at 31 July 2024. Directors as of this date are listed

below. Those who resigned during the year are denoted with an (R), and alternate Directors are denoted with

an (A).

New Zealand

Assessment Labs Limited

1

B K Connolly (R), G A Duncan, J Swales

Canpac International LimitedB Morar, B M Ryan (R), P D Wynen

Dairy Industry Superannuation Scheme

Trustee Limited

M A Apiata-Wade, B J Kerr, T P McGuinness, S E Pinny,

R Price, D W C Scott (R), A K Williams, P D Wynen

Fonterra (Delegated Compliance Trading

Services) Limited

G A Duncan, S Reid, S D T Till (R)

Fonterra (International) LimitedG A Duncan, C E Rowe (R), R Whiteman

Fonterra (Kotahi) LimitedM R Cronin, A L Palairet

Fonterra (Middle East) LimitedG A Duncan, C E Rowe (R), R Whiteman

Fonterra (New Zealand) LimitedG A Duncan, C E Rowe (R), R Whiteman

Fonterra (North Asia) LimitedG A Duncan, S Reid, S D T Till (R)

Fonterra Brands (New Zealand) LimitedM R Cronin, B Henshaw (R), A B Murray, J Swales (R)

Fonterra Commodities LimitedG A Duncan, B M Turner

Fonterra Dairy Solutions Limited

1

G A Duncan, R McNickle

Fonterra Equities LimitedG A Duncan, S Reid, S D T Till (R)

Fonterra Finance Corporation LimitedG A Duncan, S Reid, S D T Till (R)

Fonterra Ingredients LimitedG A Duncan, B Morar, B M Ryan (R)

Fonterra LATAM Brands LimitedA J Cordner (R), G A Duncan, J B Nichols

Fonterra LimitedM R Cronin, A van der Nagel

Fonterra PGGRC LimitedG A Duncan, J P Hill

Fonterra TM LimitedG A Duncan, S Reid, S D T Till (R)

Glencoal Energy LimitedG A Duncan, P D Wynen

1 Assessment Labs Limited, Fonterra Dairy Solutions Limited and Fonterra Limited were amalgamated into Fonterra Limited on 6 August 2024.

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Ki Tua Fund GP Limited (previously Fonterra
Nutrition Science GP Limited)

R Barrangou, M R Cronin, W F Liao, K Mistry-Mehta

Kotahi GP LimitedD G Boulton (R), D J Courtney, M R Cronin, A L

Palairet, B M Ryan (R), R Whiteman

Kowbucha LimitedP J Hill, K Mistry-Mehta

Lactanol LimitedG A Duncan, B Morar, B M Ryan (R)

Milktest GP LimitedP J van Boheemen, P G Brown, G B McCullough (R), C J

Rutherford, R G Townshend, A Wicks, T A Winter

MyMilk LimitedM R Cronin, K F Shaw

New Zealand Dairy BoardG A Duncan, C E Rowe (R), H L Moore

New Zealand Milk (International) LimitedG A Duncan, C E Rowe (R), H L Moore

New Zealand Milk Brands LimitedG A Duncan, S D T Till (R), S Reid

NZAgbiz LimitedA Douglas, G A Duncan

RD1 LimitedA Douglas, G A Duncan

SAITL LimitedG B McCullough (R), A Wicks, T A Winter

Whareroa Co-Generation LimitedG A Duncan, P D Wynen

Overseas

Anchor Insurance Pte. Limited [Singapore]G A Duncan, C E Rowe (R), H N Toh (A), N

Weerasooriya, A Wicks

Anmum (Malaysia) Sdn. Bhd. [Malaysia]A B Murray, F Quak, G Thiagarajan, S W Yeo

Australasian Food Holdings Pty. Limited

[Australia]

R J Dedoncker, G A Duncan

Bonland Cheese Trading Pty. Limited.

[Australia]

R J Dedoncker, G A Duncan

Dairymas (Malaysia) Sdn Bhd [Malaysia]A B Murray, F Quak, G Thiagarajan, S W Yeo

Darnum Park Pty. Limited. [Australia]R J Dedoncker, G A Duncan

Fonterra (Brasil) Limitada [Brazil]R F Aracil Filho, B de Luca Zanatta

Fonterra (Canada), Inc. [Canada]R J Allen, G A Duncan, B Kipping, A Geraghty

Fonterra (China) Limited [Hong Kong]M R Cronin, G A Duncan

Fonterra (Europe) Coöperatie U.A.

[Netherlands]

M Bones, G A Duncan, D Krabbe

Fonterra (France) SAS [France] M Bones

Fonterra (Ing.) Limited [Mauritius]A Aggarwal, T Chow, C Lee, G Lee, K Lee, C Thomas

Fonterra ( Japan) Limited [Japan]R Allen, K Kumagai, K Kumagai, T Kunimoto, A

Okuyama, Y Saito (R), J Swales (R), R Whiteman,

Fonterra (Korea) Limited Liability Company

[Korea]

G A Duncan, T Kunimoto, Y Saito (R)

Fonterra (Logistics) Limited [United Kingdom]M Bones, G A Duncan, T Mackett

Fonterra (Mexico) S.A. de C.V. [Mexico]L Barona Mariscal (A), F R Camacho (A), G A Duncan, J

A Del Rio

Fonterra (SEA) Pte. Ltd. [Singapore]R Lawn, J Mueller-Leiendecker

Fonterra (Thailand) Limited [Thailand]R Lawn, K Vunthanadit

Fonterra (USA) Inc. [United States]R J Allen, N R Christiansen, G A Duncan, A Geraghty

Fonterra Australia Pty. Ltd. [Australia]R J Dedoncker, G A Duncan

Fonterra Brands (Asia Holdings) Pte. Ltd.

[Singapore]

B K Connolly, D Luo (R), C Y Nee, V Sivaraja, J Swales

(R)

Fonterra Brands (Australia) Pty. Ltd. [Australia]R J Dedoncker, G A Duncan

Fonterra Brands (Far East) Limited [Hong

Kong]

A Aggarwal, G A Duncan

Fonterra Brands (Guangzhou) Ltd. [China] (in

liquidation)

T T Lye, P A Turner, K A Wickham

Fonterra Brands (Hong Kong) Limited [Hong

Kong]

A Aggarwal, G A Duncan, S T Y Lam

Fonterra Brands (Malaysia) Sdn Bhd [Malaysia]A B Murray, F Quak, G Thiagarajan, S W Yeo

Fonterra Brands (New Young) Pte. Ltd.

[Singapore]

A Aggarwal, L Dan (R), Y Li, C Lin, Y Lin, J Ling, S

Mantry

Fonterra Brands (Singapore) Pte. Ltd.

[Singapore]

B K Connolly, D Luo (R), C Y Nee (R), C C Pheng (R), V

Siviraja, J Swales (R)

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Fonterra Brands (Thailand) Ltd. [Thailand]G A Duncan, G Julcampa, S Nitkitjatorn, G Tucker
Fonterra Brands (Viet Nam) Company Limited

[Vietnam]

A B Murray, V Sivaraja

Fonterra Brands Indonesia, PT [Indonesia]R Budiyanti, D M Irfani, C A Salinas Robeson (R), A J T

Punongbayan, Y Wigneswaran

Fonterra Brands Lanka (Private) Limited [Sri

Lanka]

M F Faizal, A B Murray, T Salpitikorala, V Sivaraja

Fonterra Brands Manufacturing Indonesia, PT

[Indonesia]

A B Murray (R), R Budiyanti, M A Nasution, C A Salinas

Robeson (R), T A B Siswanto, Y Wigneswaran

Fonterra Brands Myanmar Co. Ltd. [Myanmar]G A Duncan, S Nitkitjatorn, C D Wickramanayake

Fonterra Brands Phils. Inc. [Philippines]F K Cillo, J M D Concepcion, B K Connolly, R Cook (R),

R L Ibit (R), M J S Magsajo, R A Mendoza, A B Murray,

G Santiago (R), P S Tan

Fonterra Chile SpA [Chile]A J Cordner (R), G A Duncan, J P Egaña Bertoglia (A),

R Lavados McKenzie (A), J B Nichols, R Sepúlveda

Seminario, A Saffie Vega

Fonterra Commercial Trading (Shanghai)

Company Limited [China]

A Aggarwal, J Dai, G A Duncan, L Han (R)

Fonterra Egypt Limited [Egypt] (in liquidation)G A Duncan

Fonterra Europe Manufacturing B.V.

[Netherlands]

D Krabbe, B Morar, B M Ryan (R)

Fonterra Foodservices (USA), Inc. [United

States]

R J Allen, N R Christiansen, G A Duncan

Fonterra Global Business Services Asia Sdn

Bhd [Malaysia] (in liquidation)

M B Suzari, G Thiagarajan

Fonterra India Private Limited [India]A Aggarwal, H D Gowans, S G Mathews

Fonterra Ingredients Australia Pty. Ltd.

[Australia]

R J Dedoncker, G A Duncan

Fonterra Investments Pty Ltd [Australia]R J Dedoncker, G A Duncan

Fonterra Microbiome Research Centre

(Ireland) Limited [Ireland]

S Allan, M A J Birken, D Krabbe

Fonterra Milk Australia Pty. Ltd. [Australia]R J Dedoncker, G A Duncan

Fonterra Tangshan Dairy Farm (HK) Limited

[Hong Kong]

G A Duncan, G Yuan

Key Ingredients, Inc. [United States]R J Allen, N R Christiansen, G A Duncan, A Geraghty

Ki Tua Fund (US) Limited (previously Fonterra

Nutrition Science (US) Limited)

N R Christiansen, G A Duncan

Kotahi Logistics Australia Pty Limited

[Australia]

D Ross, S Allan (R), R Howell, K Paddy

Milk Products Holdings (North America) Inc.

[United States]

R J Allen, N R Christiansen, A Geraghty

New Tai Milk Products Co. Ltd. [Taiwan]A Aggarwal, T Chow, C Lee, G Lee, K Lee, C Thomas

New Zealand Milk (Australasia) Pty. Ltd.

[Australia]

R J Dedoncker, G A Duncan

New Zealand Milk (Barbados) Ltd. [Barbados]N R Christiansen, G A Duncan

New Zealand Milk Products (Ethiopia) SC

[Ethiopia]

A B Abubeker, M B Abubeker, G Amade, M Boyd (R), M

Woodward

Newdale Dairies (Private) Limited [Sri Lanka]M F Faizal, A B Murray, T Salpitikorala, V Sivaraja

NZMP Fonterra Nigeria Limited [Nigeria]

(in liquidation)

G A Duncan, G Amade

United Milk Tasmania Pty. Limited [Australia]R J Dedoncker, G A Duncan

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Climate-related Disclosures
In this section

Introduction126

Governance127

Strategy131

Risk management 143

Metrics and targets 146

Ismail & Neil, Te Rapa

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We have elected to use the following NZ CS 2 first-year
adoption provisions:

–Adoption provision 1: Current financial impacts

–Adoption provision 2: Anticipated financial impacts

–Adoption provision 3: Transition planning

A table mapping our climate-related disclosures to the NZ CS is

provided on page 192.

This report was approved on behalf of Fonterra on 24 September 2024.

Introduction

Peter McBride

Chairman

Bruce Hassall

Director

Materiality

How we define what is material for climate-related

disclosures

This disclosure follows the definition of material in NZ CS 3,

which mandates that climate-related information is material

if omitting, misstating or obscuring it could reasonably be

expected to influence decisions that primary users make on

the basis of our climate-related disclosures. Primary users are

defined as our existing and potential investors (including farmer

shareholders and unitholders), lenders and other creditors.

Given the nature of climate-related information, we recognise

that a single uniform quantitative threshold for determining

materiality is not appropriate and therefore have applied

judgement using qualitative and quantitative factors to identify,

assess, organise and review whether climate-related information

is material to our primary users.

Please see the Risk management section to learn more about the

scope of reporting.

This is Fonterra Co-operative Group Limited’s first mandatory climate-related disclosure for the period 1 August 2023 - 31 July 2024 (CRD). It follows a

voluntary disclosure released in November 2023. These climate statements have been prepared in compliance with the Aotearoa New Zealand Climate

Standards (NZ CS 1, NZ CS 2 and NZ CS 3) published by Te Kāwai Ārahi Pūrongo Mōwaho External Reporting Board (XRB) in December 2022.

Important notice

This CRD sets out our understanding of Fonterra’s climate-related

risks and opportunities, our approach to scenario analysis, our

understanding of the current and anticipated impacts of climate

change on our business and our strategy to respond to these risks and

opportunities. This report reflects our current understanding as at

24 September 2024, in respect of our financial year ending 31 July 2024.

This CRD contains forward-looking statements, including climate-

related metrics, climate scenarios, estimated climate projections,

targets, assumptions, judgements, forecasts and statements of

Fonterra’s future intentions. Fonterra has sought to provide accurate

disclosures as at publication, but we caution reliance being placed

on representations that are necessarily subject to significant risks,

uncertainties and/or assumptions, including those described more fully

in our Climate Roadmap, the Sustainability Reporting Data Pack, or the

Fonterra Group Financial Statements.

In particular, forward-looking statements are not facts, but rather

estimates and judgements regarding future results that are based on

current estimates and are necessarily subject to risks, uncertainties

and/or assumptions. These estimates may prove to be incorrect due

to unforeseen risks and general uncertainties of the business and

environment we operate in, as well as due to the inherent uncertainty

in the future impacts of climate change on our business and markets.

Fonterra has sought to provide a reasonable basis for forward-looking

statements but is constrained by the novel and developing nature of

this subject matter. Fonterra is committed to progressing our response

to climate-related risks and opportunities over time, and to reporting

our progress annually, but we caution reliance on aspects of this report

that are necessarily less reliable than other aspects of our annual

reporting. Readers are advised not to place undue reliance on forward-

looking information contained in this document.

Descriptions of the qualitative and quantitative current and anticipated

impacts and financial impacts of climate change, including vulnerability

metrics draw on and/or represent estimated figures only. In particular,

the risks and opportunities described in this CRD, and the forecast

emissions reductions, may not eventuate or may be more or less

significant than anticipated. There are many factors that could cause

Fonterra’s actual results, performance, or achievement of climate-

related metrics (including targets) to differ materially from that

described, including economic and technological viability, as well

as climatic, government, consumer, and market factors outside of

Fonterra’s control. Nothing in this report should be interpreted as

capital growth, earnings or any other legal, financial tax or other advice

or guidance. To the fullest extent possible, Fonterra disclaims liability

for any loss suffered as a result of reliance on this report.

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Governance
Climate Governance at Fonterra

Fonterra Board

Sustainability &

Innovation Committee

Audit, Finance & Risk

Committee

Co-operative Relations

Committee

People, Culture & Safety

Committee

Board

Management

Working group

Steering

committees

Fonterra Management Team

Sustainability

Advisory

Panel

Climate-related working groups & teams

Climate Risk

Steering Committee

Sustainability Activation

Steering Committee

COO Sustainability

Steering Committee

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Directors’ climate capability and understanding
As part of our annual Fonterra Director election process, the Board prepares a skills matrix that shows:

–the aggregate skills of the current Board

–the required and desired level of skills across the whole Board

–targeted skills based on the present composition of the Board and the future strategic needs of the business.

We evaluate our Board members against eleven skills as part of the annual Director election process. At our most recent evaluation, Directors

who were not retiring in 2024 had “effective leadership” as their top aggregate skill, closely followed by “sustainability”, “global experience”,

and “risk management”. We consider three of these top skills, namely “effective leadership”, “sustainability”, and “risk management” to be

particularly relevant for the effective governance of climate-related risks and opportunities.

Our Board continues to expand climate capability, including through external governance courses, engagement with internal subject matter

experts, and relevant readings provided by the Sustainability team as part of the monthly Board reading pack.

Fonterra Board of Directors

As part of its governance duties, our Board of Directors has

visibility and oversight of sustainability and climate-related risks

and opportunities.

The Board approves, and is ultimately responsible for, our overall

sustainability (including climate) strategy, initiatives, investments,

frameworks, targets, metrics and policies.

The Board monitors progress against and oversees delivery of broader

sustainability metrics and targets, which includes climate-related

achievements. In FY24, the Board met 17 times. The Board considers

climate-related risks and opportunities where they are relevant in its strategic

decision-making processes, noting that climate considerations emerge

in many different areas of the business. For example, in FY24 the Board

approved our 2030 emissions reduction targets, our Climate Roadmap, which

incorporates our 2050 ambition to be net zero as well as our 2030 emissions

reduction targets, the publication of our voluntary CRD in November 2023,

and further work on our operational decarbonisation programme (such as

new wood biomass boilers at our Waitoa and Stirling sites).

The Board receives a monthly report from the Chief Executive Officer

(CEO) that includes reporting on ‘Climate Change’ as part of our Group

Risk Appetite and Tolerance Position and performance against our climate

targets, sustainability-related Group Short Term Incentives (STI), value

generated from sustainability initiatives, as well as performance updates

on key decarbonisation projects. The Board Sustainability and Innovation

Committee also receives a quarterly sustainability performance report that

includes detail on our key climate-related milestones and our progress in

achieving each milestone. Various Board Committees take on governance

responsibility for elements of climate-related risks and opportunities that

align to particular areas of oversight, as set out in Table 1.

The Board Committees are accountable to the Board. To support

oversight of Board Committee activities, all Board members have access

to Board Committee meeting papers and are provided with the minutes

of meetings for their review, which are then an agenda item at each full

Board meeting. More information on our Board and Board Committees

can be found in our Governance Disclosures on page 89 of this Annual

Report and on our website.

Table 1 – Relevant Board Committees

Sustainability & Innovation

Committee (SIC)

The SIC oversees the sustainability and innovation aspects of our strategy. This includes reviewing our

sustainability and climate-related initiatives and investments, frameworks, targets, metrics and policies before

recommending them to the Board for approval, and once approved, monitoring their strategic integration into

the business and our performance against them. The SIC, along with AFRC, is responsible for reviewing CRD

and recommending these to the Board for approval. The SIC met five times in FY24. In addition, the SIC joined

two AFRC meetings in FY24 to discuss CRD.

Audit, Finance & Risk

Committee (AFRC)

The AFRC has responsibility for overseeing and monitoring climate risk and other sustainability-related risks,

as well as the preparation of our CRD, together with the SIC. Group Risk Reporting is an agenda item at each

meeting of the AFRC and includes ‘Climate Change’ as a Group Risk. The AFRC met seven times in FY24.

In addition, the AFRC joined two SIC meetings in FY24 to discuss CRD.

Co-operative Relations

Committee (CRC)

The CRC provides oversight and monitoring of climate-related risk and sustainability initiatives in relation to

on-farm practices, associated change management and regional community initiatives, working in conjunction

with the SIC. The CRC regularly considers on-farm greenhouse gas (GHG) emissions innovations and

investments, as well as overseeing engagement plans related to on-farm emissions reduction. The CRC met

five times in FY24.

People, Culture & Safety

Committee (PCSC)

The PCSC is responsible for the review and approval of our global remuneration strategy, including the base

pay structure and design of incentive plan components such as the measures and weightings in respect of

climate and sustainability. The PCSC met nine times in FY24 and considered climate as part of STI discussions

in eight meetings.

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Table 2 – FMT members with specific climate responsibilities
Chief Executive

Officer

(CEO)

–Responsible for managing and delivering our Co-op’s strategy and performance

including sustainability elements.

–Responsible for management of climate-related risks and opportunities,

including delivery of the Climate Roadmap.

–Attends Board meetings and some Committee items.

Managing Director

Co-operative Affairs

(MD CA)

–Responsible for our farmer-facing strategy and management of climate-related

governance and risk, including oversight of risk reporting to the AFRC and the

delivery of the CRD.

–Responsible for delivery of our on-farm emissions intensity target including

on-farm efficiency practices and farmer engagement.

–Attends CRC and SIC meetings.

Chief Financial

Officer

(CFO)

–Responsible for considering the financial implications of climate-related

risks and opportunities in financial planning, capital allocation and

financial reporting as well as aligning reporting on climate-related risks and

opportunities with standards.

–Responsible for assessing and monitoring climate-related targets as part of

integrated monthly reporting.

–Attends AFRC meetings.

Chief Operating

Officer

(COO)

–Responsible for delivery of our New Zealand ingredients manufacturing

operations decarbonisation programme and considers climate-related risks

and opportunities in relation to COO business decision making.

–Responsible for assessing and monitoring progress against Scope 1 and 2

climate-related targets in the Climate Roadmap.

–Member of the COO Sustainability Steering Committee.

–Attends relevant AFRC meetings.

Managing

Director Strategy

& Optimisation

(MD S&O)

1

–Responsible for integrating climate-related risks and opportunities into

strategic processes.

–Attends Board and Committee meetings as required, including for strategy

and budget and business planning.

Managing Director

People & Culture

(MD P&C)

–Responsible for including climate-related remuneration metrics and targets in

the annual STI scorecard and presenting to FMT for endorsement and PCSC

for approval.

–Attends PCSC meetings.

Sustainability Advisory Panel

In 2018, we appointed an external Sustainability Advisory Panel (SAP) to provide us with independent

sustainability insights. This includes perspectives on our climate strategy, targets, initiatives, risks, and

opportunities. In FY24 the SAP terms of reference were updated to shift its primary audience from the

Board to FMT. The SAP met three times and provided feedback on climate-related risks and scenarios

in FY24. To understand more about the SAP, please visit our website .

Fonterra Management Team

Day-to-day management of risks and opportunities within our Co-operative is delegated to members of our FMT via

the CEO and to relevant steering committees comprising of other senior leaders, as shown in Tables 2 and 3.

The wider FMT monitors and discusses sustainability and climate-related risks, opportunities and performance

through budget, business planning, strategy, capital planning, and other management decision-making

processes.

The FMT also endorses content and makes recommendations to go to the Board at monthly meetings.

The members identified in Table 2 have specific responsibilities related to climate-related risks and opportunities.

The FMT reviews performance against climate-related targets as part of integrated monthly reporting. The report

considers progress on our sustainability objectives including GHG emissions reductions, Farm Environment Plans

(FEPs) and water use. 12 such reports were provided to the Board in FY24.

Climate metrics and remuneration

Executive remuneration is used to incentivise management accountability for the implementation of climate

strategies, policies and targets. Our FMT and wider senior level employees have an STI scorecard, of which

10% was allocated in FY24 to GHG emissions Scope 1 and 2 intensity reduction, and 5% was allocated to

delivering Water Improvement Plans for all our manufacturing sites (with a stretch target of achieving water

intensity reduction for our New Zealand manufacturing sites). The overall sustainability weighting had been

lifted from 10 per cent in FY22 to 15 per cent in FY23 when the STI was extended to include water.

Refer to the Sustainability Reporting Data Pack for information on the Scope 1 and 2 data reporting

methods and uncertainties associated with the GHG emissions element of this STI measure and to the

Remuneration report for further information on our approach to remuneration.

1 Emma Parsons (MD S&O) will be leaving Fonterra to start her new role as CEO for Kotahi, a joint venture between Fonterra and Silver Fern Farms,

on 1 October 2024.

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Group climate leaders
Our management-level climate-related steering committees are

comprised of key senior leaders who report directly to an FMT member.

These senior leaders’ roles include day-to-day responsibility for the

oversight of key programmes, analysing and managing climate-related

risks and opportunities, and implementing climate-related elements of

our strategy.

Table 3 – Steering committees

Steering

committees

Climate Risk Steering

Committee

The Climate Risk Steering Committee manages the strategic implementation of our climate-related risk programme

and the preparation of CRD. This Steering Committee reports regularly to the AFRC, the SIC and the Board, as well as

to FMT on our climate-related risk programme. This Steering Committee also provides oversight on our annual climate-

related materiality assessment. This Steering Committee typically meets monthly, with additional meetings as needed

(15 meetings in FY24).

Sustainability

Activation Steering

Committee

The Sustainability Activation Steering Committee provides oversight of key workstreams responsible for executing

sustainability initiatives across our Co-operative, focusing on climate change, animal wellbeing, water quality and

sustainable value. This Steering Committee provides updates to the SIC five times a year, including progress against

our GHG emissions targets. This Steering Committee typically meets monthly (10 meetings in FY24).

COO Sustainability

Steering Committee

The COO Sustainability Steering Committee focuses on sustainability and environmental licence to operate

requirements at our direct operations. It provides support, challenge, and direction for strategic portfolios and

projects, and gating for projects to move to the COO Investment Committee. Its scope includes wastewater, water

use, waste, energy, and Scope 1 and 2 emissions reductions. This Steering Committee typically meets every four to six

weeks (nine meetings in FY24).

Climate-related working groups and teams regularly report progress of key deliverables to the relevant Steering Committees.

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Strategy
Time horizons

In FY24, we considered three time horizons when identifying

and assessing climate-related risks and opportunities, in our

climate scenarios and scenario analysis:

–Short-term: 2025-2027, in line with the Co-op’s budget and

business planning cycle (three-year duration)

–Medium-term: 2028-2034, in line with the ten-year outlook

considered in a number of the Co-op’s key strategic and

financial processes (seven-year duration)

–Long-term: 2035-2050, extending to the Co-op’s ambition to

be net zero by 2050 (15-year duration).

Current climate-related impacts

1


We are monitoring the effects that all physical climate events have

on our business, including both acute (often discrete, individual) and

chronic (ongoing, multifaceted) events. Internal review indicated that

we did not experience any material climate-related physical events

in FY24, including no material impact on milk supply, no material

disruption to our manufacturing operations and no material supply

chain issues from identifiable climate-related events. In FY23 a severe

tropical cyclone occurred in February 2023 on the North Island of

New Zealand (Cyclone Gabrielle). Cyclone Gabrielle affected our supply

chain, milk supply and on-farm operations. Despite the widespread

nature of this event, our geographic diversity and scale enabled us to

manage the impact. Costs associated with the cyclone were equivalent

to approximately 1 cent of earnings per share.

In FY24, we saw continuing customer demand for dairy products

supported by Fonterra emissions data as customers seek to achieve

their own emissions reductions targets. In response to this demand, we

received a premium for dairy supplied via a virtual milk pool based on

mass balance chain of custody principles,

2

generating revenue which is

passed on to farmers through The Co-operative Difference Programme

(with the first payments expected to be made in early October 2024).

We have continued to partner with customers on emissions-reduction

projects, receiving customer funding for projects like the Nestlé Net

Zero Dairy Farm Pilot in FY24.

The election of a new government in October 2023 resulted in a shift

in New Zealand’s climate policy in certain areas, including agricultural

emissions pricing. Internationally, we are observing an increase in

sustainability and climate-related regulations in many of our export

markets. Some of these regulations have direct implications for our

Co-op, such as the European Corporate Sustainability Reporting

Directive, European Corporate Sustainability Due Diligence Directive,

and Californian Climate Accountability Package. We are monitoring

changes in policy to assess any impacts to our business and to position

the Co-op to navigate the uncertainty associated with changing climate

regulations and, where applicable, meet our compliance obligations.

The risk of climate-related litigation remains real, with the Supreme

Court of New Zealand determining in February 2024 that litigation

brought against Fonterra and five other New Zealand companies will

proceed to trial. While this has not had a material financial impact on

our business in FY24, the claim is notable because it is targeted at all

New Zealand businesses beyond the named defendants.

In line with our science-aligned commitment to reduce Scope 1 and

2 GHG emissions by 50.4 per cent by 2030 from a 2018 base year,

we have continued to focus on energy efficiency and fuel switching

projects and invested a further $40 million in FY24. Included in this

was work toward the installation of an electrode boiler at our Edendale

site ($25 million), and a new boiler biomass pellet conversion at our

Waitoa site ($10 million) and a wood pellet conversion at our Hautapu

site ($3.4 million). The New Zealand natural gas market has recently

signalled a significant decline in upstream reserves, due to several

factors including numerous drilling programs in the existing older

fields being unsuccessful in bringing additional gas volume to market.

In addition there has been a substantial reduction in investment

in the sector for new fields since the 2018 ban on new offshore

exploration and drilling. As a result, there is an imbalance between

forecast demand and likely production. In response to this increased

risk to future security and cost of supply, we continue to review our

decarbonisation plans and how we manage our gas security of supply

concerns. These potential changes are not expected to compromise

our ability to achieve our 2030 emissions targets or our transition out

of coal by 2037.

In FY23, we announced our commitment to contributing up to

$50 million in AgriZero

NZ

, a joint venture between Government

and major agri-business companies who, together, are committed

to developing solutions to reduce agricultural emissions. We have

continued to fund AgriZero

NZ

contributing $19.1 million in FY24 as

part of our overall $50 million commitment. In addition to this, during

the year we spent $6 million on research and development (R&D) for

other initiatives targeting on-farm GHG emissions reduction, such

as Kowbucha

TM

.

1 We have elected to use Adoption Provision 1: Current financial impacts as set out in NZ CS 2 in relation to NZ CS 1 disclosures 12(b) and 12(c).

2 More information on chain of custody models is available via Toitū.

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Scenario analysis
Our climate scenarios provide us with a set of challenging and plausible

hypotheticals against which to test our strategy and explore climate-

related risks and opportunities. Climate scenarios do not reflect our

most likely view of the future. Rather, they are theoretical descriptions

of how the future may unfold. Our scenarios have been determined by

the interaction of key social, technological, economic, environmental

and political ‘drivers of change’ that may influence our operating

environment.

Our climate scenarios use The Aotearoa Circle’s Agriculture Sector

Climate Change Scenarios as a foundation, which themselves draw on

IPCC scenarios. The Orderly and Hothouse scenarios meet the NZ CS

requirement to analyse a 1.5°C scenario and a 3°C or greater scenario,

and the Disorderly scenario meets the NZ CS requirement for a third

climate-related scenario (in this case, temperature rise is limited to 2°C

above pre-industrial levels).

In FY23, we worked with PwC to iterate The Aotearoa Circle’s

Agriculture Sector Climate Change Scenarios to incorporate elements

relevant to the New Zealand dairy industry and our global operations

and markets, noting that the sector scenarios were domestically

focused and not specific to dairy. In FY24 we built on this work

without the support of external consultants. Our Sustainability team

held workshops with internal sustainability and business unit subject

matter experts to iterate the drivers of change initially identified by

The Aotearoa Circle in light of changes in the New Zealand context and

emerging global macrotrends, so that the scenarios remained plausible

for a dairy company of our international reach.

Key changes made in FY24, versus the sector scenarios, include:

–Removing references to He Waka Eke Noa and pricing of agricultural

emissions in the short term (no longer plausible due to Government

policy).

–Adding references to climate-related litigation (an emerging risk).

–Adding details specific to the dairy industry.

–Adjusting the presentation of the scenarios to make them more

accessible to business stakeholders.

Care was taken to maintain the challenge level of the original scenarios

and a variety of demand-side potential outcomes for dairy. The

variation between sector scenarios and our additions can be seen in

the narrative descriptions on pages 134 - 135 indicated by bolded text

and an asterisk. In FY24, we did not undertake any further modelling

of our climate scenario narratives beyond that reflected in the sector

scenarios. Our scenarios are shown in Table 4.

The process of scenario analysis was standalone in FY24, but

nevertheless engaged a wide range of business stakeholders. To

explore our strategic resilience to climate change, our Group Strategy

team facilitated a workshop with senior leaders from across the value

chain to test the Co-op’s strategic and business resilience to three

climate scenarios. The climate scenarios were also referenced in the

process of identifying and assessing the anticipated impacts of climate-

related risks and opportunities.

The FY24 scenario analysis process was approved by the Climate

Risk Steering Committee, and the Climate Risk Steering Committee,

FMT, AFRC, and SIC were given opportunities to review and discuss

the scenarios themselves and the outputs of scenario analysis

engagements. Except for our engagement with the SAP as set out on

page 129, external partners and stakeholders were not involved in the

scenario analysis process in FY24.

We expect that the findings of scenario analysis will be an important

input as we continue to develop transition plan elements of the Co-

op’s strategy.

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Table 4 – Climate-related scenarios
Note: These scenarios are intended to challenge, they do not reflect our strategic beliefs or anticipated view of the future.

Orderly (Net zero 2050)Disorderly (Delayed transition)Hothouse (Current policies)

SummaryThe Orderly scenario depicts a world that smoothly

transitions to net zero emissions by 2050, limiting

global warming to 1.5°C through progressively more

stringent climate policies and innovation. Global

emissions peak due to international efforts in the

2020s and physical climate risks are minimised.

Achieving net zero by 2050 reflects an ambitious

mitigation scenario.

The Disorderly scenario depicts a future where

policy action on climate is delayed until after 2030,

followed by a swift and robust response to limit

global warming to 2°C by 2050. Climate impacts

worsen, crossing critical tipping points. Global

recovery from Covid-19 is driven by fossil fuel-heavy

policies, leading to increased emissions and failure

to meet nationally determined contributions. This is

a costly, disruptive transition.

The Hothouse scenario depicts a world where

unchecked emissions and lack of climate policies

lead to a rise in global temperatures of 3°C above

pre-industrial levels by 2050, and a continued

increase thereafter. Globalisation remains high

and markets connected as decarbonisation is not

prioritised. The physical impacts of climate change

are severe and irreversible. Adaptation to climate

change is the priority, not mitigation.

Pathways

Scenario architecture

The Aotearoa Circle Tū-ā-pae

IPCC SSP1

NGFS ‘Net Zero Emissions’

RCP 1.9/2.6, SPANZ F, CCC Tailwinds

The Aotearoa Circle Tū-ā-hopo

IPCC SSP2

NGFS ‘Delayed Transition’

RCP 4.5, SPANZ B, CCC Headwinds

The Aotearoa Circle Tū-ā-tapape

IPCC SSP5

NGFS ‘Current Policies’

RCP 8.5, SPANZ D, CCC Current Policy

Temperature outcome by 2050~1.5°C*2°C3°C

Physical risk severityLow-ModerateModerateExtreme

Transition risk severityModerateLow then highLow

–Policy reactionImmediate & smoothDelayed & bluntNo new policies to drive emissions reductions

–Technology advancementsFast advancementSlow then fast advancementLittle technology advancement

–Customer/consumer behaviour changeFast changesSlow then fast changesSlow changes

–Socio-political instabilityLow-ModerateModerateHigh

* Due to the limited number of scenarios available and the nature of temperature projections being based on probabilities and ranges, this has led our 1.5°C scenario to have overshoot at 2050 before coming

back down to 1.5°C by 2100 (which is the closest available IPCC scenario to 1.5°C).

Note: Scenarios draw on Climate Change Commission and The Aotearoa Circle’s Agriculture Sector Climate Change Scenarios with regard implications for the New Zealand dairy herd, but also consider potential

physical impacts of climate change on dairy farming (noting that transition impacts are often not directionally aligned to physical impacts).

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* Additions to The Aotearoa Circle’s Agriculture Sector Climate Change Scenarios
OrderlyDisorderlyHothouse

Drivers of change

Limited temperature rise to 1.5°C (with overshoot)Limit temperature rise to 2°CTemperature rise increase past 3°C

Social

–Consumer preference moves strongly toward sustainable,

healthy products, and proteins from alternative sources

predominate. There is low demand for dairy due to increased

market share of low-cost dairy alternative. A reduced market

for sustainable, low-emissions dairy remains.*

–The agriculture sector is seen as attractive, but urbanisation

reduces the supply of agricultural labour.

–Global demand for affordable protein rises alongside

preference for local, fresh or lab-grown products.

–Consumers are primarily driven by cost and preference, but

from 2030, developed nations increasingly prefer sustainable,

low-carbon alternatives to dairy. Dairy demand declines

sharply from the 2030s.*

–From the 2030s, migration from climate-affected Pacific

nations boosts NZ’s labour force. Many immigrants settle in

urban centres and lack skills useful to the dairy industry.*

–High consumer demand for dairy remains, especially more affordable

dairy products, as most people prioritise being fed over sustainability

concerns.

–Plant-based food preferences are driven by health and wellbeing

concerns rather than climate.

–The younger generation is unwilling to work in the dairy sector, but

there is an increased supply of low-skilled migrant workers.

Technological

–Technology innovation and adoption takes off in the mid-2020s,

fuelled by policy, funding, and incentives.

–Methane inhibitors are cost effective and accessible by 2030.*

–Energy efficient technologies accelerate, with demand

outstripping supply.*

–Dairy proteins produced through precision fermentation gain

price parity.*

–Methane and energy emissions reduction tools become more

commonplace from the 2030s.

–Diversified proteins emerge, becoming cheaper than dairy.

–Technology innovation focuses on productivity and adaptation,

rather than reducing dairy’s environmental footprint.

Environmental

–Physical climate change is less severe than in other scenarios but

there are still increases in intensity of weather events.

–There are limited physical impacts to pasture-based dairying.*

–Critical climate tipping points have been crossed, and severity and

frequency of physical climate impacts (e.g., warming, drought,

extreme weather events) increase considerably

post-2030 .

–Moderate physical impacts to pasture-based dairying,

increasing out to 2050.*

–Increasingly devastating climate impacts. Storms, flooding, droughts

increase dramatically. Sea levels rise.

–Physical impacts of climate seriously affect the viability of

pasture-based farming, and many dairy operations consolidate

to create efficiencies.*

Table 4 – Climate-related scenarios (continued)

Note: These scenarios are intended to challenge, they do not reflect our strategic beliefs or anticipated view of the future.

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* Additions to The Aotearoa Circle’s Agriculture Sector Climate Change Scenarios
OrderlyDisorderlyHothouse

Drivers of change

Limited temperature rise to 1.5°C (with overshoot)Limit temperature rise to 2°CTemperature rise increase past 3°C

Economic/Market

–Financial services are increasingly linked to sustainability

credentials, regenerative and/or indigenous farming practices,

diversification, and climate resilience.*

–Insurance costs become prohibitively expensive in high-risk

coastal and flood prone areas.*

–Countries not playing their part in the transition face higher trade

barriers and shrinking export markets.

–In the 2020s, dairy remains cheaper than alternatives. After

failing to meet 2030 targets, customers pressure suppliers to

decarbonise, provide support to farmers to reduce emissions,

and invest in dairy alternatives.* A market for premium,

sustainable dairy emerges in the 2030s and increasingly only

premium, low-carbon dairy products are viable on the global

market.

–Banks and insurers increase costs for those highly exposed to

climate risks. From the 2030s, innovate financial products emerge

that drive sustainability outcomes.

–Strict climate-related trade barriers emerge in the 2030s, many

now including agricultural and food products.*

–The EU and US rapidly scale up to support farmers in the

transition, putting Australasia at a disadvantage.*

–Consumption of animal products is high and there is increased

demand for cheap protein. There is little consumer demand for

sustainability and most dairy products are undifferentiated. NZ’s

competitive edge has dwindled.

–Sustainability action is not part of lending decisions*, but banks

and insurers are no longer willing to lend to or insure operations and

assets highly exposed to physical climate impacts.

–Increased geopolitical tension and weather-related hazards cause

costs of exporting and fuel to increase.

Policy

–Government prioritises climate change mitigation with

inclusive and ambitious policy.*

–Farmers are incentivised to adopt sustainable practices and

technology, however smaller operations and those with low

adaptive capacity struggle to keep up with the pace of change.*

–Climate-related litigation risk increases as climate impacts

become more prevalent. Litigation is focused on non-

compliance and perceived non-compliance with strict

regulatory and policy settings. Greenwashing claims become

commonplace.*

–From the 2030s, on-farm sustainability compliance costs increase

and drive land use changes. Some agricultural land is converted to

forestry and solar or wind farms, while urbanisation increases.

–The New Zealand Government is a “follower” in climate policy in

the 2020s, but blunt and rapid policy interventions occur after

2030 creating inequalities.

–Agricultural emissions are priced in the 2030s, making the

transition for those who did not act early costly and difficult.*

–NZ policy changes enable gene editing and methane inhibitor use

from the 2030s, but these are prohibitively expensive.

–Climate-related litigation becomes more prevalent from

the 2030s.*

–No additional climate policies have been implemented since the

2020s with mitigation policy centred around the emissions trading

scheme. Agriculture is not included.

–Pastoral dairy farming continues in New Zealand but has become

unviable in high drought regions, driving some dairy farms to

consolidate and switch to indoor systems, or change land use.

Urban expansion has also appropriated productive land.*

–Policy development is centred around development, free markets,

human capital, and climate adaptation.* There is little focus on

emissions reductions. There are global food security concerns and

some geopolitical tensions.

–Litigation targeting high-emitting organisations is minimal.*

Table 4 – Climate-related scenarios (continued)

Note: These scenarios are intended to challenge, they do not reflect our strategic beliefs or anticipated view of the future.

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OrderlyDisorderlyHothouse
Global temp increase

1

Best estimate relative to pre-industrial levels by 2050

1.6°C

7

2°C3°C

Global population increase

2

For 2050 relative to 2020

7%16%8%

NZ carbon price

4

For 2050, per tonne

$277$369$35

6

NZ sea level rise

5


For 2050 relative to 2005

0.20m0.22m0.32m

NZ extreme rainfall

5

For 2040 relative to 1990

+1 5%+18 %+22%

NZ extreme heat

5

For 2040 relative to 1990

+1 5 days+20 days+30 days

NZ emissions

6

For 2050 relative to 2005

6 MtCO

2

e24 MtCO

2

e40 MtCO

2

e

Electricity from renewable sources

6


By 2050

98%96%92%

Global oil price/barrel

3

NZD in 2050

$43$89$157

NZ native forestry

6

For 2050 relative to 2020

0.8Mha0.5Mha0.2Mha

Data sources:

1 Intergovernmental Panel on Climate Change (IPCC) – RCP 2.6, 4.5, 8.5 from SSP Database (Shared Socioeconomic Pathways) Scenario Explorer.

2 SSP – 1,2,5 RCP 2.6, 4.5, 8.5 from SSP Database (Shared Socioeconomic Pathways) Scenario Explorer.

3 International Energy Agency. (2022). Global energy and climate model.

4 New Zealand Treasury. (2021). CBAx tool user guidance. Central pathway, High pathway.

5 Ministry for the Environment – (2022). Interim guidance on the use of new sea-level rise projections, (2018). Climate change projections for New Zealand.

6 He Pou a Rangi, Climate Change Commission. (2021). Scenarios dataset for the Commission’s 2021 Final Advice (output from ENZ model). Current Policy Reference, Headwinds, Tailwinds.

7 “Overshoot”, expected to return to 1.5 degrees above pre-industrial levels beyond 2050.

Table 4 – Climate-related scenarios (continued)

Note: These scenarios are intended to challenge, they do not reflect our strategic beliefs or anticipated view of the future.

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Table 5 – Climate-related risks
Typ eRiskRisk descriptionLocation Time horizonsAnticipated impactsSpecific mitigations

Physical

Reduced milk

supply

Temperature increases, coastal

inundation, water availability, soil

quality, disease prevalence, and acute

weather events leading to a decrease

in critical farming inputs (eg. feed,

fertiliser) and productivity of land to

maintain viable farming.

New ZealandShort, medium, longAnticipated impacts have been assessed across

animal stress, changing pasture growth, severe

events (flooding) and farmer wellbeing, with

flooding considered the acute climate hazard with

the greatest potential negative impact on milk

volumes.

2

A reduction in milk volumes could in turn

impact utilisation of manufacturing plants and could

ultimately result in plant closures.

–Continue to make strategic plans to maintain stable

milk supply.

–Continue to support research and development

that supports on-farm emissions reduction while

maintaining productivity and profitability.

–Continue to support on-farm preparedness

through 1:1 advice, tools and services and industry

partnerships such as Farm Environment Plans.

–Continue to partner with local government and

industry groups for disaster response.

–Continue to provide financial support mechanisms

for disrupted milk collection.

Supply chain

disruption

Increasing frequency and severity of

extreme weather events impacting

our supply chain.

New Zealand

Global

Short, medium, longImpacts could include uncollected milk, decreased

production, delays getting product to market, increased

operating costs, and potentially difficulty meeting

customer requirements.

2

The severity of disruption,

its location, timing, and specific supply chain aspects

affected determine the scale of impact. We anticipate

that disruption may increase over time as extreme

weather events become more frequent.

–Continue to partner with freight and logistics

providers (eg. Kotahi) and local councils/other

stakeholders.

–Continue to access and place insurance products

aligned to Board appetite for such climate-related

risks.

–Maintain Operational Business Continuity Plans.

Manufacturing

disruption

Damage or disruption to

manufacturing sites caused by

extreme weather (eg. flooding

bushfire event).

New ZealandShort, medium, longImpacts could include unplanned downtime for

repairs, capacity issues at unimpacted sites due to

redirected milk, and, in the most significant cases over

the long term, unmet contracts or customer loss.

1

The

severity of impact may vary depending on the site’s

purpose and the event’s timing within the season. The

cost of insuring these risks may increase and/or the

ability to secure insurance may decrease.

–Maintain Operational Business Continuity

Planning.

–Retain additional capacity to process milk to help

maintain business continuity through disruption.

–Continue to access and place insurance products

aligned to Board appetite for such climate-related

risks.

1 We have elected to use Adoption Provision 2: Anticipated financial impacts as set out in NZ CS 2 in relation to NZ CS 1 disclosures 15(b), 15(c) and 15(d).

2 These acute climate events are expected to occur with low frequency but high impact. This implies that in most years there can be expected to be no or little impact, but there may be a large impact in some years.

* indicates a new reported risk for FY24.

Climate-related risks and opportunities and anticipated impacts

1

The Aotearoa New Zealand Climate Standards require the identification of material climate-related risks

and opportunities, and the reasonably anticipated impacts of those risks and opportunities (i.e. prior to any

mitigation by our Co-op). We set out our material climate-related risks and opportunities and impacts on our

business in Tables 5 and 6.

As set out in the Risk management section of this report, we identified climate-related risks and opportunities

through a series of workshops with internal risk, sustainability, and business unit subject matter experts.

We then identified anticipated impacts for each of these risks and opportunities, using the insights gleaned

from scenario analysis as considerations. The anticipated impacts were informed by engagement with Co-op

employees with expertise in the relevant risk areas, external reports and literature, and indicative modelling.

They are described qualitatively and linked to a series of specific risk responses and strategic mitigations.

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IntroductionGovernanceStrategyRisk managementMetrics and targets

Typ eRiskRisk descriptionLocation Time horizonsAnticipated impactsSpecific mitigations
Transition

Restricted access

to financial

& insurance

products

Reduction in the availability of

financial and insurance products

for our Co-op, supplying farmers

and other key suppliers due to

potential non-compliance with

institutions’ increasing

climate-related requirements

(eg. targets, performance, standards)

or withdrawal of offerings, or

increased cost of capital or premiums.

New Zealand

Global

Medium, longWe anticipate financial institutions and insurance

providers will continue to consider sustainability and

climate in decision-making, and expect continued

demand for transparent reporting and science-based

targets to be influential in unlocking access to, and

reducing cost of capital. Over time, potential changes

in debt and insurance markets may impact the ability

to access financial and insurance products, if our

Co-op or our farmer shareholders are unable to meet

market expectations. This could result in increased

operating costs and financial exposure.

–Pursue engagement with financial institutions.

–Deliver on our Climate Roadmap, including

emissions reduction targets.

–Continue to deliver on-farm support (eg. Farm

Environment Plans and Co-operative Difference).

–Continue to report on sustainability performance.

Changing

customer &

consumer

preferences

Shift in customer and/or consumer

preferences away from our products

due to our environmental credentials

falling behind those of competitors or

due to consumers moving away from

dairy.

New Zealand

Global

Medium, longWe anticipate there may be increased consumer

interest in dairy alternatives such as plant-based or

lab-derived options over time, but that global demand

for bovine dairy will remain strong. Our exposure to

this risk includes from strategic ingredient customers

and managed accounts, as well as consumers who

prioritise sustainability and may perceive dairy to be a

higher-emissions source of nutrition than alternatives.

Impacts could include decreased demand, decreased

margins, and at the extreme end, a decrease in milk

supply if milk price is impacted.

–Deliver on our Climate Roadmap, including

emissions reduction targets.

–Continue to develop sustainability initiatives with

customers.

–Continue to deliver on-farm support (eg. Farm

Environment Plans and Co-operative Difference).

–Continue to educate market on nutritional

benefits of dairy vis-a-vis alternatives.

–Continue to provide the market with data

and information to support our sustainability

credentials.

–Pursue research and development around novel

uses for dairy.

Table 5 – Climate-related risks (continued)

* indicates a new reported risk for FY24.

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IntroductionGovernanceStrategyRisk managementMetrics and targets

Typ eRiskRisk descriptionLocation Time horizonsAnticipated impactsSpecific mitigations
Transition

Changing

regulations

Changes in local and global

regulations may lead to our Co-op and

supplying farmers facing increased

compliance requirements, customer

requirements and possibly inability to

access markets.

New Zealand

Global

Medium, longImpacts of this risk could include the introduction

of trade barriers, changing compliance obligations,

and indirect exposure to farm compliance changes.

This exposure is expected to increase as regulations

increasingly consider climate change and more

markets transition to a low carbon economy.

Increased monitoring and compliance costs are likely

even if market access is retained. Milk supply could

potentially be impacted if regulations change swiftly

and harshly.

–Monitor domestic and global regulatory

landscape.

–Continue to participate in policy consultations.

–Advocate for our sustainability credentials to

maintain market access.

–Continue to deliver on-farm support (eg. Farm

Environment Plans and the Co-operative

Difference).

–Deliver on our Climate Roadmap, including

emissions reduction targets.

Cost of carbonImplementation and expansion of

regulatory requirements relating to

emissions pricing results in an increase

in emissions-linked operating costs for

our Co-op and supplying farmers and/

or volatility in cost of carbon.

New Zealand

Global

Medium, long

We anticipate there will continue to be ongoing

developments with carbon pricing mechanisms. As

we deliver our Climate Roadmap, we anticipate a

significant decrease in exposure as emissions reduce.

We acknowledge that, if agriculture is introduced

into the New Zealand Emissions Trading Scheme, this

could be expected to present significant financial and

compliance costs to farmers which may in turn impact

milk supply.

–Monitor carbon pricing developments.

–Continue to participate in policy consultations.

–Continue to engage in policy development

through sector collaboration.

–Implement hedging strategies to manage

volatility.

–Ongoing forecasting and budgeting to manage

carbon costs associated with manufacturing and

operation emissions.

Table 5 – Climate-related risks (continued)

* indicates a new reported risk for FY24.

139

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ContentsAnnual ReviewFinancial StatementsSustainability ReportingGovernance DisclosuresClimate-related DisclosuresAppendices

IntroductionGovernanceStrategyRisk managementMetrics and targets

Typ eRiskRisk descriptionLocation Time horizonsAnticipated impactsSpecific mitigations
Transition

Climate

litigation*

Potential for increased frequency and

scope of legal claims by third parties

and novel approaches developed

by courts, where large-emitting

organisations are perceived or held

to be at fault for GHG emissions and/

or climate-related damage. Increased

scrutiny of environmental claims

(product/brand specific claims,

corporate sustainability positions,

targets and plans).

New Zealand

Global

Medium, longWe anticipate continuing external interest in our

GHG emissions profile, and an ongoing potential for

legal challenge or regulator enquiry in this area. We

also anticipate increased scrutiny of our products

and customer facing tools and initiatives, and how

we describe product provenance and sustainability in

communications and marketing.

The spectrum of impacts relating to this risk range

from unfavourable customer feedback, complaints

to regulators, to regulatory investigations, and/or

legal claims by third parties. Regulatory action may

result in fines, and litigation may result in legal cost

and declarations of non-compliance or fault. We may

experience associated business operations disruption,

resource diversion and reputational impacts.

–Deliver on our Climate Roadmap, including

emissions reduction targets.

–Continuing to robustly review products,

customer-facing tools and initiatives, marketing

and communications for accuracy and

substantiation.

Constraints to

non-ingredient

manufacturing

inputs*

Increased limitations on access to

manufacturing inputs, marked by low

availability and high cost of lower

carbon fuel, stringent water usage

regulations and regulatory barriers.

New Zealand

Global

Medium, longWe anticipate impacts could include potential changes

in prices and availability of lower carbon fuel sources

as the world decarbonises and demand for these fuel

sources increases, potentially undermining energy

security, heightening operational costs, and/or

disrupting site throughput and asset management. In

addition, we could be exposed to regulatory imposed

water usage limitations due to within-season drought-

related reduced water availability. Impacts could

include increased manufacturing and/or transport

costs, potentially resulting in lower margins, and/or

reduced availability of inputs.

–Continue internal work necessary to deliver

on our Climate Roadmap, including developing

strategic relationships/partner with lower carbon

fuel suppliers.

–Continue development of water improvement

plans.

* indicates a new reported risk for FY24.

Table 5 – Climate-related risks (continued)

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IntroductionGovernanceStrategyRisk managementMetrics and targets

Typ eOpportunityOpportunity descriptionLocation Time horizonsAnticipated impact Actions
Transition

Value

creation from

sustainability-

linked products

& services

As consumer and customer

preferences shift toward lower

emissions products, and as regulation

makes lower emissions options more

attractive, demand for sustainability-

linked products and services is

expected to increase.

GlobalShort, medium,

long

Impacts would include increasing proportion of total

category spend with customers as they prioritise

suppliers with aligned climate goals, increasing

availability of premiums for sustainability credentials

and climate-related product propositions, increasing

value from climate-related solutions, and/or customer

co-investment in climate-related initiatives. Some

sustainable value propositions may eventually

become baseline requirements rather than tools for

incremental value creation.

–Deliver our Climate Roadmap, including

emissions reduction targets, to maintain

credibility as a dairy supplier with sustainability

ambitions.

–Continue to collect sustainability data on

farm to support farmers and inform efficiency

improvements and support customer claims.

–Continue to partner with customers on

sustainability initiatives.

–Continue to monitor and respond to consumer

and customer needs.

Innovation to

reduce emissions

As the world transitions to a lower-

carbon economy, we expect to see

an increasing focus on reducing

agricultural emissions and particularly

methane emissions, alongside

ongoing focus on decarbonisation

of manufacturing. Our investment

in innovative emissions reduction

solutions sets us up to play a role in

shaping this global trend.

New ZealandShort, medium,

long

We anticipate that we can contribute to the

development of solutions to the methane challenge,

including through AgriZero

NZ

and Kowbucha

TM

.

We also anticipate contributing to the development

of innovative lower-emissions technologies for use in

manufacturing environments.

–Continue to fund AgriZero

NZ

.

–Continue research and development on priority

methane emission reduction innovations.

–Continue internal work necessary to deliver on

our Climate Roadmap, including entering into

strategic partnerships to develop innovative

solutions where appropriate.

Access to

broader

diversified

funding markets

Increased focus on driving emissions

reductions through financial

mechanisms may result in the

creation of new financial products,

new sources of finance, and/or

favourable terms for lending related

to sustainability projects or to

sustainable businesses.

Mainly New

Zealand

Short, medium,

long

Despite much commentary about green finance, we

anticipate that the impact of sustainability-linked

finance options will be limited. Over time the range

of products and the incentive level may increase, with

delivery of our Climate Roadmap enabling access. In

particular, sustainability-linked loans may help farmers

access emissions reduction tools and help our Co-op

manage borrowing costs associated with the COO

decarbonisation programme.

–Deliver our Climate Roadmap, including

emissions reduction targets.

–Continue to communicate emissions reductions

and other sustainability commitments

publicly and engage with banks and lenders as

appropriate.

Table 6 – Climate-related opportunities

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IntroductionGovernanceStrategyRisk managementMetrics and targets

Current business model and strategy, including
transition pl

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