2024 Fonterra Shareholders’ Fund Notice of Meeting

2024
Notice of
Annual Meeting
Notice is given that the 2024 Annual Meeting of unit holders of the
Fonterra Shareholders’ Fund will be held
MONDAY 18 NOVEMBER 2024
Commencing at 10am
(NZDT)
The 2024 Annual Meeting will be held as a hybrid meeting, in person
at Fonterra’s Auckland office and online via the Computershare
Meeting Platform. For information on how to participate in the online
meeting, please refer to the Procedural Notes on page 5 of this notice
and the attached Virtual Meeting Guide.

2
Notice of
Annual
Meeting
When
Monday 18 November 2024
Commencing at 10am
(NZDT)
Items of Business
A. Welcome and Introduction
B. Address by the Chair of the Manager of the
Fonterra Shareholders’ Fund
C. Address by the Chair of
Fonterra Co‑operative Group Limited
D. Address by the Chief Executive Officer of Fonterra
Co‑operative Group Limited
E. Unit holder discussion
F. Address by the nominated director for re‑election to the
Board of the Manager of the Fonterra Shareholders’ Fund
G. Resolutions:
Unit holders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions
1. To re‑elect Alastair Hercus, who retires by rotation and
has offered himself for re‑election, as a director of the
Manager of the Fund
In accordance with the Fonterra Shareholders’ Fund
Trust Deed, the resolution above is to be considered as
an ordinary resolution and is required to be passed by a
simple majority of the votes of those unit holders entitled
to vote and voting at the Annual Meeting.
Explanatory Note
Further detail on the nominated director, Alastair Hercus, is
set out in the Explanatory Note on page 4.
ATTENDANCE
All unit holders are entitled to attend and vote at the Annual
Meeting or to appoint a proxy or representative to attend
and vote on their behalf.
Questions
Unit holders may submit questions to the Board of the
Manager ahead of the Annual Meeting. Questions should be
relevant to matters at the Annual Meeting, including matters
arising from the financial statements or general questions
regarding the performance of the Fund or Fonterra.
The Manager has a discretion on which questions will be
addressed at the Annual Meeting.
Please submit questions by email to Investor.Relations@
fonterra.com. Please write ‘Questions from Unit Holders’ in
the subject line of the email.
There will also be an opportunity for unit holders and proxy
holders to ask questions at the Annual Meeting.
Where
Fonterra’s Auckland Offices
109 Fanshawe Street, Auckland Central
and online via Computershare’s Virtual Meeting
Platform https://meetnow.global/nz.
Important Dates
These dates are given in New Zealand Daylight Time.
Friday 15 November 2024, 5pm
Record Date for voting entitlements for the Annual Meeting
Saturday 16 November 2024, 10am
Latest time for receipt of Proxy/Voting forms or for online proxy
appointments
Monday 18 November 2024, 10am
Annual Meeting
PROXIES
A proxy need not be a unit holder and may be appointed by
completing the form accompanying this Notice of Annual
Meeting or online at www.investorvote.co.nz.
The appointment of a proxy or representative does not
preclude a unit holder from attending and voting at the
Annual Meeting.
You may appoint the Chair of the Annual Meeting or any
other director of the Manager of the Fund as your proxy.
If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair of the
Annual Meeting will be appointed your proxy and will
vote in accordance with your express direction, and any
undirected votes will (subject to any restriction(s) set out
in the NZX Listing Rules) be voted in accordance with the
Chair’s discretion.
JACKIE FLOYD
Company Secretary
Auckland, New Zealand
17 October 2024

3
Letter
from the
Chair
Dear Unit Holders
On behalf of the Board of Directors of the Manager of the
Fonterra Shareholders’ Fund I am pleased to invite you
to the Annual Meeting of the Manager of the Fonterra
Shareholders’ Fund for unit holders, commencing at 10am
NZDT on Monday 18 November 2024 at Fonterra’s offices,
109 Fanshawe Street, Auckland Central and online via the
Computershare meeting platform https://meetnow.global/nz.
At the Annual Meeting, the Fund Board will be joined by
Peter McBride, Chair of Fonterra, and Miles Hurrell, Chief
Executive Officer of Fonterra. I will present an overview of
the twelfth year of the Fund and Peter and Miles will discuss
Fonterra’s performance over the past year. Unit holders
will also have the opportunity to ask questions about the
operations and management of Fonterra.
At the meeting, unit holders will be asked to vote for the
re‑election Alastair Hercus as an Independent Director.
The Board unanimously recommends that unit holders
re‑elect Mr Hercus as an Independent Director.
His biographical details are included in the Explanatory Note
on the next page.
If you cannot attend the meeting and wish to appoint a proxy
to vote on your behalf, you may direct your proxy to vote
for or against the resolutions, to abstain from voting, or to
exercise their discretion as to how to vote.
If you would like to appoint a proxy, complete and lodge the
enclosed Proxy/Voting form (either by post or email) with
Computershare Investor Services. Alternatively, you can
appoint a proxy online by going to www.investorvote.co.nz.
You will need your CSN holder number and postcode (or
country of residence if outside New Zealand) to do this.
All Proxy/Voting forms need to reach Computershare by
10am NZDT on Saturday 16 November 2024.
For those unit holders who are attending the Annual
Meeting, please bring the enclosed Proxy/Voting form,
or your CSN holder number with you to assist with
your registration.
You are invited to join the Fund Board and Fonterra senior
management for light refreshments at the conclusion of the
Annual Meeting.
I look forward to seeing you then.
MARY-JANE DALY
CHAIR
FONTERRA SHAREHOLDERS’ FUND

4
Explanatory
Note
The Board of the Manager of the Fonterra Shareholders’ Fund has statutory responsibilities for the activities of the Manager
and the Fund, including monitoring the compliance with regulatory requirements and ensuring that unit holders’ interests are
managed and protected in accordance with the constituent documents that relate to the Fund. Directors of the Manager have
no role in the governance or operation of Fonterra.
Skills required of a director on the Board of the Manager include governance experience, preferably of a listed entity, financial
and capital markets knowledge, an understanding of co‑operatives, and risk management experience.
Resolutions: Re-Election of Director
Alastair Hercus, one of the three Independent Directors
appointed by Unit holders, retires by rotation at the Annual
Meeting and offers himself for re-election.
Alastair Hercus was appointed to the FSF Board in
November 2022.
After 29 years Alastair recently retired as a Partner at Buddle
Findlay, a leading corporate law firm, and is now a Consultant
to the firm. This followed an earlier career as a diplomat in
the Ministry of Foreign Affairs and Trade.
He has significant professional experience working with
co‑operatives and primary sector businesses, and in
corporate governance and economic regulation. He is an
experienced director, particularly in the cooperative and
mutual sector. He is a former Deputy Chair of the Medical
Assurance Society and is currently Chair of Co‑operative
Life Limited.
In the public sector he is a Commissioner at the Natural
Hazards Commission Toka Tu Ake, a Director of Invercargill
Airport Limited and Chair of the Risk & Advisory Committee
at the Ministry of Business, Innovation and Employment.
Alastair Hercus
BA (Hons), LLB

5
Meeting Participation
The Fund is holding a hybrid meeting this year to allow unit holders
who are unable to attend in person to have the opportunity to
attend online through the Computershare Meeting Platform https://
meetnow.global/nz. To access the meeting, click ‘Go’ under the
Fonterra Shareholders Fund meeting and then click ‘JOIN MEETING
NOW’. By using the meeting platform, you will be able to watch the
meeting, vote and ask questions online using your smart phone, tablet
or desktop device. You will need the latest version of Chrome, Safari or
Edge to access the meeting. Please ensure your browser is compatible.
Please refer to the enclosed Virtual Meeting Guide for
more information.
Voting Entitlements and Process
Unit holders that will be entitled to vote on the resolution at the
Annual Meeting are those who are unit holders of the Fonterra
Shareholders’ Fund at 5pm NZDT on Friday 15 November 2024.
Voting will be conducted by a poll. To vote, unit holders can either:
ATTEND IN PERSON
If you wish to attend the Annual Meeting, please bring the enclosed
Proxy/Voting form or your CSN holder number with you to
the meeting.
VOTE ONLINE
You can vote online through the Computershare Meeting Platform.
APPOINT A PROXY TO VOTE
If you do not propose to attend the Annual Meeting, you can appoint
a proxy to attend the meeting and vote on your behalf. The proxy need
not be a unit holder. The Chair of the meeting or any other director of
the Fund is willing to act as a proxy for any unit holder who wishes to
appoint him or her for that purpose. To do this, enter ‘the Chair’ or the
name of your proxy in the space provided on the Proxy/Voting form
(further details are provided on the form).
If you appoint the Chair or any other director as proxy to exercise their
discretion on how to vote, they will cast your proxy votes in favour of
the election of Mr Alastair Hercus.
To appoint a proxy, you need to do one of the following:
ONLINE
Lodge your proxy online by going www.investorvote.co.nz. You will
need your CSN holder number and postcode (or country of residence
if outside New Zealand).
If you do not have your CSN holder number, please contact
Computershare at corporateactions@computershare.co.nz or
+64 9 488 8777 (international).
MAIL
Return the Proxy/Voting form by mail to the Share Registrar,
Computershare Investor Services Limited, Private Bag 92119, Auckland
1142, using the Freepost envelope provided.
For your proxy appointment to be effective it must be received by
10am NZDT on Saturday 16 November 2024.
Procedural
Notes
MEETING VENUE
Fonterra’s Auckland Offices
ADDRESS
109 Fanshawe Street, Auckland Central, New Zealand
PARKING
Parking is available at public car parks in the vicinity of the
venue including the Viaduct car park on Sturdee Street.
VICTORIA PARK
FANSHAWE STREET
FANSHAWE STREET
FANSH
AWE
ST
WYNDHAM ST
SWANSON STREET
WOLFE STREET
VICTORIA STREET WEST
VICTORIA STREET WEST
VICTORIA STREET
VICTORIA STREET
NELSON STREET
HOBSON STREET
HALSEY STREET
HALSEY STREET
BEAUMONT STREET
BEAUMONT STREET
DALDY STREET
GAUNT STREET
PACKENHAM STREET W
PACKENHAM ST E
VIADUCT
HBR
LN
CUSTOMS ST W
CUS
OMS
T
ST W
MARKET PL
STURDEE ST
FEDERAL STREET
ALBERT STREET
FONTERRA’S
AUCKLAND
OFFICE
VIADUCT
CARPARK
DOWNTOWN
CARPARK
AT PARKING


FANSHAWE ST
WILSONS
PARKING
The addresses of the Manager of the Fund and the Supervisor are
as follows:
FSF MANAGEMENT
COMPANY LIMITED
(Australian Registered Business Number
190 539 935, incorporated in New Zealand)
109 Fanshawe Street, Auckland
1010, New Zealand
Attention: Company Secretary
THE NEW ZEALAND
GUARDIAN TRUST
COMPANY LIMITED
Level 6, 191 Queen Street,
Auckland 1010, New Zealand
Attention: Relationship Manager
Corporate Trusts

---

Turn over to complete the form to vote
Lodge your proxy
Fonterra Shareholders’ Fund
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Unit holder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy appointment to be effective it must be received by 10am (NZDT) on Saturday, 16 November 2024.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the unit holder must sign.
Joint Holding
Where the holding is in more than one name, all of the unit holders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Manager) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Manager with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the Manager, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your units will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. Unit holders
may still attend the Meeting if they have appointed a proxy, but will not be able to
vote if a proxy has been appointed. The proxy need not be a unit holder. The Chair
of the Meeting, or any other director, is willing to act as proxy for any unit holder
who wishes to appoint him or her for that purpose. To do this, enter ‘the Chair’ or
the name of your proxy in the space allocated in ‘Step 1’of this form. If you do not
name a person as your proxy or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your express
direction, and any undirected votes will (subject to any restriction(s) set out in the
NZX Listing Rules) be voted in accordance with the Chair’s discretion. Alternatively
you can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite the item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
All unit holders are entitled to attend and vote at the Annual Meeting either
in person or online through the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting, click ‘Go’ under the Fonterra
Shareholders’ Fund meeting and then click ‘JOIN MEETING NOW’. By using the
meeting platform, you will be able to watch the meeting, vote and ask questions
online using your smart phone, tablet or desktop device. You will need the latest
version of Chrome, Safari, or Edge to access the meeting. Please ensure your
browser is compatible.

If your proxy is not the Chair of the Meeting or any other director of the company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Proxy/Corporate Representative Form
Signature of unit holder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Unit holder 1Unit holder 2Unit holder 3
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be
counted in computing the required majority. If you do not mark a box your proxy may vote as they choose.
Ordinary Resolution
Resolution
To re-elect Alastair Hercus, who retires by rotation and has offered himself for re-election, as a
director of the Manager of the Fund.
Proxy
DiscretionFor
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a unit holder/s of the Fonterra Shareholders’ Fund
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Fonterra Shareholders’
Fund to be held at 10am (NZDT) on Monday, 18 November 2024 at Fonterra’s Auckland Offices, 109 Fanshawe Street, Auckland Central and online through
Computershare’s Virtual Meeting Platform https://meetnow.global/nz and at any adjournment of that meeting and to vote on any resolutions to amend any of the
resolutions, on any resolutions so amended, and on any other resolution proposed at the meeting (or any adjournment thereof).
Annual Meeting of Fonterra Shareholders’ Fund to be held
at 10am (NZDT) on Monday, 18 November 2024 at Fonterra’s
Auckland Offices, 109 Fanshawe Street, Auckland Central
and online through Computershare’s
Virtual Meeting Platform https://meetnow.global/nz.
ATTENDANCE SLIP

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible unit holder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a unit holder:
Select 'Unit holder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before
the meeting to access the online meeting. Click on
the link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8
700.