Fonterra launches Retail Bond Offer

29 October 2024

Fonterra launches retail bond offer

Fonterra Co-operative Group Limited (Fonterra) confirms today that it is offering up to NZ$250,000,000 of
unsubordinated, unsecured five year fixed rate bonds (with the ability to accept up to NZ$100,000,000 in
oversubscriptions at Fonterra’s discretion) (Bonds) to institutional investors and to New Zealand retail
investors.

The offer opens today with an indicative margin range of 0.85 to 0.95 per cent per annum. The offer is
expected to close on 1 November 2024 following completion of the bookbuild process. An announcement
of the actual margin (which may be above or below the stated indicative margin range) and the interest
rate on the Bonds will be made shortly after the offer has closed. The Bonds are expected to be issued on
8 November 2024.

The offer will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt securities
of the same class as existing quoted debt securities. The notice required by the Financial Markets
Conduct Regulations 2014 has been provided to NZX and is attached. The Bonds are expected to be
quoted on the NZX Debt Market.

Full details of the offer are contained in the indicative terms sheet which has been prepared for the offer
and is attached. A copy of an investor presentation which has been prepared in relation to the offer is
also attached.

The Bonds are expected to be assigned a long term credit rating of A- by S&P Global Ratings and A by
Fitch Ratings.

There is no public pool for the offer, with all of the Bonds reserved for clients of the Joint Lead Managers,
Primary Market Participants and other approved financial intermediaries.

Interested investors should contact the Joint Lead Managers (details below) or their usual financial
advisor for more details.

ENDS

For further information contact:
Mark Woodward
Group Treasurer, Fonterra
Phone: +64 9 374 9363

Joint Lead Managers



0800 269 476



0800 772 142

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29 October 2024

Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets Conduct Regulations
2014


Fonterra Co-operative Group Limited (Fonterra) gives notice under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014 (Regulations) that it proposes to make an offer for the issue
of fixed rate bonds (New Bonds) in reliance upon the exclusion in clause 19 of schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA).

The main terms of the offer and the New Bonds are set out in the attached terms sheet. Except for the
interest rate and maturity date, the New Bonds will have identical rights, privileges, limitations and conditions
as Fonterra’s 4.15% NZ$100,000,000 fixed rate bonds maturing on 14 November 2025 which are currently
quoted on the NZX Debt Market under the ticker code FCG050 (Quoted Bonds), and therefore are of the
same class as the Quoted Bonds for the purposes of the FMCA and the Regulations. The Quoted Bonds
have been continuously quoted on the NZX Debt Market over the preceding 3 months.

As at the date of this notice, Fonterra is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and
(b) its financial reporting obligations (as defined under the Regulations).

As at the date of this notice, there is no excluded information required to be disclosed for the purposes of
the Regulations.

As at the date of this notice, there is no information that would be required to be disclosed under a continuous
disclosure obligation or which would be excluded information required to be disclosed for the purposes of
the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the New Bonds
being offered.

ENDS

For further information contact:
Mark Woodward
Group Treasurer, Fonterra
Phone: +64 9 374 9363

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29 October 2024

Fonterra Co-operative Group – Indicative Terms Sheet Page 2

This Indicative Terms Sheet sets out the key terms of the offer by Fonterra Co-operative Group Limited
(Fonterra) of up to NZ$250,000,000 (with the ability to accept up to NZ$100,000,000 in oversubscriptions at
Fonterra’s discretion) of fixed rate bonds maturing on 8 November 2029 (Bonds) under its master trust deed
dated 18 November 2002 (as amended and restated from time to time) as modified and supplemented by the
supplemental trust deed dated 21 October 2024 entered into between Fonterra and The New Zealand
Guardian Trust Company Limited (Trustee) (together, Trust Documents).
Important notice
The offer of Bonds by Fonterra is made in reliance upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA).
The offer contained in this Indicative Terms Sheet is an offer of Bonds that have identical rights, privileges,
limitations and conditions (except for the interest rate and maturity date) as Fonterra’s 4.15% NZ$100,000,000
fixed rate bonds maturing on 14 November 2025 which are currently quoted on the NZX Debt Market under
the ticker code FCG050 (Quoted Bonds). The Bonds are therefore of the same class as the Quoted Bonds
for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).
Fonterra is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited
(NZX) for the purpose of that information being made available to participants in the market and that
information can be found by visiting www.nzx.com/companies/FCG.
Investors should look to the market price of the Quoted Bonds referred to above to find out how the market
assesses the returns and risk premium for those bonds.
Investors should also read the ‘Important Information’ on page 5.
Address details
Issuer Arranger
Fonterra Co-operative Group Limited
109 Fanshawe Street
Auckland 1010
ANZ Bank New Zealand Limited
Level 26, 23-29 Albert Street
Auckland 1010

Joint Lead Managers
ANZ Bank New Zealand Limited
Level 26, 23-29 Albert Street
Auckland 1010

Westpac Banking Corporation (ABN 33 007
457 141) (acting through its New Zealand
branch)
Level 8, 16 Takutai Square
Auckland 1010
Registrar
Computershare Investor Services Limited
Postal address:
Private Bag 92119
Victoria Street West
Auckland 1142

Physical address:
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622

Fonterra Co-operative Group – Indicative Terms Sheet Page 3

Fixed Rate Bonds Indicative Terms Sheet

29 October 2024

Issuer Fonterra Co-operative Group Limited
Description of the
Bonds
The Bonds constitute unsecured, unsubordinated, fixed rate debt obligations of
Fonterra. The Bonds will rank equally and without any preference among
themselves and equally with all other unsecured and unsubordinated
indebtedness of Fonterra, except indebtedness preferred by law.
Use of proceeds The net proceeds from the issue of the Bonds will be used for general corporate
purposes.
Ratings Issuer Credit Rating Expected Issue Rating
S&P Global Ratings A- (stable) A-
Fitch Ratings A (stable) A
The ratings referred to in this Indicative Terms Sheet are not a recommendation
to buy, sell or hold the Bonds, and each rating may be subject to revision or
withdrawal at any time by S&P Global Ratings or Fitch Ratings, as the case
may be. Any downward revision or withdrawal of a rating may have an adverse
effect on the market price of the Bonds. Neither S&P Global Ratings nor Fitch
Ratings has been involved in the preparation of this Indicative Terms Sheet.
Opening Date Tuesday, 29 October 2024, immediately following the release on the NZX of the
notice required by the FMC Regulations in connection with the offer.
Closing Date The offer is expected to close at 11.00am on Friday, 1 November 2024.
Rate Set Date Friday, 1 November 2024
Issue Date and
Allotment Date
Friday, 8 November 2024
Maturity Date Thursday, 8 November 2029
Issue Amount Up to NZ$250,000,000, with the ability to accept up to NZ$100,000,000 in
oversubscriptions at Fonterra’s discretion.
Interest Rate The aggregate of the Base Rate plus the Margin on the Rate Set Date.
The Interest Rate will be announced by Fonterra via NZX on the Rate Set Date.
The Interest Rate will not change after the Rate Set Date.
Indicative Margin 0.85 to 0.95 per cent per annum.
Margin The Margin will be determined by Fonterra in consultation with the Joint Lead
Managers following a bookbuild process. The actual Margin for the Bonds
(which may be above or below the above mentioned indicative margin range)
will be announced by Fonterra via NZX on the Rate Set Date.
Base Rate The mid-market rate for an interest rate swap of a term matching the period
from the Issue Date to the Maturity Date as calculated by the Arranger on the
Rate Set Date according to market convention with reference to the Bloomberg
page ‘ICNZ4’ and expressed on a semi-annual basis, rounded to 2 decimal
places, if necessary, with 0.005 being rounded up.

Fonterra Co-operative Group – Indicative Terms Sheet Page 4

Principal Amount and
Issue Price
NZ$1.00 per Bond.
Interest Payment Dates 8 May and 8 November of each year up to and including the Maturity Date, with
the first Interest Payment Date being 8 May 2025.
Interest will be payable semi-annually in arrear in two equal amounts on each
Interest Payment Date.
Record Date The date 10 calendar days before an Interest Payment Date or, if not a Business
Day, the immediately preceding Business Day.
Business Day A day (other than a Saturday or Sunday) on which registered banks are
generally open for business in Auckland and Wellington.
If an Interest Payment Date or the Maturity Date falls on a day that is not a
Business Day, the due date for any payment to be made on that date will be the
next following Business Day.
Minimum subscription
amount and minimum
holding
NZ$5,000 and multiples of NZ$1,000 thereafter.
ISIN NZFCGDG006C2
New Zealand Registrar Computershare Investor Services Limited
Quotation Application has been made to NZX for permission to quote the Bonds on the
NZX Debt Market.
NZX Debt Market Ticker
Code
FCG060
Expected date of initial
quotation and trading
on the NZX Debt
Market
Monday, 11 November 2024
Early repayment Upon the occurrence of any of the events of default (as set out in the Trust
Documents) the Trustee may, and immediately upon being directed to do so by
an extraordinary resolution of bondholders must, declare the Bonds to be
immediately due and payable.
If the Bonds are declared due and payable prior to their Maturity Date, interest
will be payable at the Interest Rate from the most recent Interest Payment Date
to and excluding the date of repayment.
Further issues Fonterra may from time to time without the consent of the bondholders issue
further notes so as to form a single class with the Bonds. Fonterra may also
from time to time without the consent of bondholders issue notes having
different terms to those applicable to the Bonds. There is no restriction on the
amount of debt which Fonterra may issue or guarantee.
Repo-eligibility Fonterra intends to apply to the Reserve Bank of New Zealand for the Bonds to
be included as eligible securities for domestic market operations.
Governing law New Zealand

Fonterra Co-operative Group – Indicative Terms Sheet Page 5

Applications There will be no public pool for the offer. All of the Bonds are reserved for
clients of the Joint Lead Managers, Primary Market Participants and other
approved financial intermediaries.
Accordingly, investors wishing to purchase the Bonds should contact a Joint
Lead Manager or their usual financial advisor.
Any allotment of Bonds will be at Fonterra’s discretion, in consultation with the
Joint Lead Managers. Fonterra reserves the right to refuse to make any
allotment (or part thereof) without giving any reason. Fonterra may deal with
oversubscriptions (if any) in its sole discretion.
Each investor’s financial adviser will be able to advise them as to what
arrangements will need to be put in place for the investor to trade the Bonds
including obtaining a common shareholder number (CSN), an authorisation
code (FIN) and opening an account with a Primary Market Participant as well
as the costs and timeframes for putting such arrangements in place.
Selling restrictions It is a term of the offer of the Bonds that the selling restrictions included in this
Indicative Terms Sheet apply.
Joint Lead Managers ANZ Bank New Zealand Limited and Westpac Banking Corporation (ABN 33
007 457 141) (acting through its New Zealand branch).
Arranger ANZ Bank New Zealand Limited

Important Information
The dates, times and amounts set out in this Indicative Terms Sheet are indicative only and subject to change.
Fonterra, in conjunction with the Arranger, may change the dates or times set out in this Indicative Terms
Sheet. Fonterra has the right in its absolute discretion and without notice to amend the Indicative Margin and
Issue Amount, close the offer early, to extend the Closing Date, or to choose not to proceed with the offer. If
the Closing Date is changed, other dates (such as the Issue Date, the Maturity Date and the Interest Payment
Dates) may be changed accordingly.
Any internet site addresses provided in this Indicative Terms Sheet are for reference only and, except as
expressly stated otherwise, the content of any such internet site is not incorporated by reference into, and
does not form part of, this Indicative Terms Sheet.
Copies of the Trust Documents will be made available by Fonterra for inspection during usual business hours
by any bondholder at Fonterra’s registered office listed above (or such office as Fonterra may notify the
bondholders from time to time). Copies of the Trust Documents and final post-offer Terms Sheet can also be
found on Fonterra’s website at www.fonterra.com/nz/en/investors/investor-services/debt-investors.html
Investors are personally responsible for ensuring compliance with all relevant laws and regulations applicable
to them (including any required registration). Investors should seek qualified, independent financial and
taxation advice before deciding to invest.
The Arranger, the Joint Lead Managers and their respective directors, officers, employees and agents:
(a) have not authorised or caused the issue of, or made any statement in, any part of this Indicative
Terms Sheet;
(b) do not make any representation, recommendation or warranty, express or implied regarding the
origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or
omissions in, any information, statement or opinion contained in this Indicative Terms Sheet; and
(c) to the extent permitted by law, do not accept any responsibility or liability for this Indicative Terms
Sheet or for any loss arising from this Indicative Terms Sheet or its contents or otherwise arising
in connection with the offer of Bonds.

Fonterra Co-operative Group – Indicative Terms Sheet Page 6

This Indicative Terms Sheet does not constitute financial advice or a recommendation from the Arranger, any
Joint Lead Manager or any of their respective directors, officers, employees, agents or advisers to purchase,
any Bonds.
You must make your own independent investigation and assessment of the financial condition and affairs of
Fonterra before deciding whether or not to invest in the Bonds.
For further information regarding Fonterra, visit www.fonterra.com/nz/en/investors/investor-services.html or
www.nzx.com/companies/FCG

Fonterra Co-operative Group – Indicative Terms Sheet Page 7

Selling restrictions
The Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and
regulations in New Zealand. No Bonds may be offered for sale or sold in any other country or jurisdiction
except in conformity with all applicable laws and regulations of that country or jurisdiction and the selling
restrictions contained in this Indicative Terms Sheet. This Indicative Terms Sheet may not be published,
delivered or distributed in or from any country or jurisdiction except under circumstances which will result in
compliance with all applicable laws and regulations in that country or jurisdiction and the selling restrictions
contained in this Indicative Terms Sheet.
Without limiting the generality of the above, the following selling restrictions apply in respect of each relevant
jurisdiction:
United States of America
The Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the
Securities Act), or the securities laws of any state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S))
except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable state or local securities laws.
None of Fonterra, any Joint Lead Manager nor any person acting on its or their behalf has engaged or will
engage in any directed selling efforts in relation to the Bonds, and each of Fonterra and the Joint Lead
Managers has complied and will comply with the offering restrictions requirements of Regulation S under the
Securities Act.
The Bonds will not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the completion of the
distribution of all Bonds of the Tranche of which such Bonds are part, as determined and certified by the Joint
Lead Managers, except in accordance with Rule 903 of Regulation S. Any Bonds sold to any distributor,
dealer or person receiving a selling concession, fee or other remuneration during the distribution compliance
period require a confirmation or notice to the purchaser at or prior to the confirmation of the sale to substantially
the following effect:
"The Bonds covered hereby have not been registered under the United States Securities Act of 1933,
as amended (the Securities Act) or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered or sold within the United States, or to or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) (i) as part of
their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the
offering of the Bonds and the closing date except in either case pursuant to a valid exemption from
registration in accordance with Regulation S under the Securities Act. Terms used above have the
meaning given to them by Regulation S under the Securities Act."
Until 40 days after the completion of the distribution of all Bonds or the Series of which those Bonds are a
part, an offer or sale of the Bonds within the United States by the Joint Lead Managers or any dealer or other
distributor (whether or not participating in the offering) may violate the registration requirements of the
Securities Act if such offer or sale is made otherwise than in accordance with Regulation S.
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Bonds have been offered and no Bonds
will be offered that are the subject of the offering contemplated by this Indicative Terms Sheet in relation
thereto to the public in that Member State except that an offer of Bonds to the public in such Member State
may be made:
(a) at any time to any legal entity which is a qualified investor as defined in the EU Prospectus
Regulation;

Fonterra Co-operative Group – Indicative Terms Sheet Page 8

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in
the EU Prospectus Regulation) subject to obtaining the prior consent of the Joint Lead Managers
nominated by Fonterra for any such offer; or
(c) at any time in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
provided that no such offer of the Bonds referred to in (a) and (c) above shall require Fonterra or any Joint
Lead Manager to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression offer of Bonds to the public in relation to any Bonds in
any Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe
for the Bonds and the expression EU Prospectus Regulation means Regulation (EU) 2017/1129.
United Kingdom
Prohibition of Sales to UK Retail Investors
No Bonds have been offered and no Bonds will be offered that are the subject of the offering contemplated by
this Indicative Terms Sheet in relation thereto to the public in the United Kingdom except that an offer of Bonds
to the public in the United Kingdom may be made:
(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK
Prospectus Regulation;
(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in
Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior
consent of the Joint Lead Managers nominated by Fonterra for any such offer; or
(c) at any time in any other circumstances falling within section 86 of the Financial Services and Markets
Act 2000, as amended (FSMA),
provided that no such offer of the Bonds referred to in (a) to (c) above shall require Fonterra or any Joint Lead
Manager to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to
Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression offer of Bonds to the public in relation to any Bonds
means the communication in any form and by any means of sufficient information on the terms of the offer
and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Bonds and
the expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018.
Other UK Regulatory Restrictions
Each Joint Lead Manager has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) received by it in connection with the issue or sale of any Bonds in circumstances
in which section 21(1) of the FSMA does not apply to Fonterra.
All applicable provisions of the FSMA with respect to anything done in relation to the Bonds in, from or
otherwise involving the United Kingdom must be complied with.
Japan
The Bonds have not been and will not be registered in Japan pursuant to Article (4), Paragraph 1 of the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the FIEA) in reliance
upon the exemption from the registration requirements since the offering constitutes the small number private
placement as provided for in "ha" of Article (2), Paragraph 3, Item 2 of the FIEA. A Japanese Person who
transfers the Bonds shall not transfer or resell the Bonds except where the transferor transfers or resells all
the Bonds en bloc to one transferee. For the purposes of this paragraph, Japanese Person shall mean any
person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Fonterra Co-operative Group – Indicative Terms Sheet Page 9

Singapore
This Indicative Terms Sheet has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Indicative Terms Sheet and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the Bonds has not been, and will not be, circulated
or distributed, nor have the Bonds been, nor will they be, offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (a) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified
or amended from time to time (the SFA)) pursuant to Section 274 of the SFA, or (b) to an accredited investor
(as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section
275 of the SFA.
Hong Kong
No Bonds have been, and no Bonds will be, offered or sold in Hong Kong, by means of any document, other
than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong (the SFO) and any rules made under the SFO; or (b) in other circumstances which do not result in the
document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do not constitute an offer to the public within
the meaning of the C(WUMP)O.
The Joint Lead Managers have not issued or had in their possession for the purposes of issue, and will not
issue or have in their possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Bonds, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to the Bonds which are or are intended to be disposed of only to
persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made
under the SFO.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Bonds (including this Indicative Terms Sheet) has been, or will be,
lodged with, or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the Bonds (or an interest in them) for issue, sale or
purchase in, to or from Australia (including an offer or invitation which is received by a person in
Australia); and
(b) distribute or publish, any Indicative Terms Sheet, information memorandum, prospectus or any other
offering material or advertisement relating to the Bonds (or an interest in them) in Australia,
unless:
(i) the minimum aggregate consideration payable by each offeree or invitee is at least A$500,000
(or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the
offeror or other person offering the Bonds or its associates) or the offer or invitation otherwise
does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;
(ii) the offer or invitation is not made to a person who is a “retail client” within the meaning of section
761G of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives in Australia (including,
without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); and
(iv) such action does not require any document to be lodged with, or registered by, ASIC or any other
regulatory authority in Australia.

Fonterra Co-operative Group – Indicative Terms Sheet Page 10

By applying for the Bonds under this Indicative Terms Sheet, each person to whom the Bonds are issued (an
Investor):
(a) will be deemed by Fonterra and each of the Joint Lead Managers to have acknowledged that if any
Investor on-sells the Bonds within 12 months from their issue, the Investor will be required to lodge
a prospectus or other disclosure document (as defined in the Corporations Act) with ASIC unless
either:
(i) that sale is to an investor within one of the categories set out in sections 708(8) or 708(11) of the
Corporations Act to whom it is lawful to offer the Bonds in Australia without a prospectus or other
disclosure document lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by Fonterra and each of the Joint Lead Managers to have undertaken not to sell those
Bonds in any circumstances other than those described in paragraphs (a)(i) and (a)(ii) above for 12
months after the date of issue of such Bonds.
This Indicative Terms Sheet is not, and under no circumstances is to be construed as, an advertisement or
public offering of any Bonds in Australia.
Indemnity
By its subscription for or purchase of the Bonds, each bondholder agrees to indemnify Fonterra, the Arranger,
the Joint Lead Managers and the Trustee and each of their respective directors, officers and employees for
any loss, liability or expense sustained or incurred by Fonterra, the Arranger, the Joint Lead Managers or the
Trustee, as the case may be, as a result of the breach by that bondholder of the selling restrictions set out
above.

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29 October 2024

Fonterra Co-operative Group Limited (Fonterra or Issuer) is offering up to $250,000,000 (with the ability to accept up to
$100,000,000 in oversubscriptions at Fonterra’s discretion) of unsubordinated, unsecured, fixed rate bonds maturing on 8
November 2029 (Bonds) (Offer) in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act
2013 (FMCA).
TheOfferisanofferofBondsthathaveidenticalrights,privileges,limitationsandconditions(exceptfortheinterestrateand
maturitydate)asFonterra’s4.15%NZ$100,000,000fixedratebondsmaturingon14November2025whicharecurrentlyquoted
ontheNZXDebtMarketunderthetickercodeFCG050(QuotedBonds).TheBondsarethereforeofthesameclassasthe
QuotedBondsforthepurposesoftheFMCAandtheFinancialMarketsConductRegulations2014(FMCRegulations).
FonterraissubjecttoadisclosureobligationthatrequiresittonotifycertainmaterialinformationtoNZXLimited(NZX)forthe
purposeofthatinformationbeingmadeavailabletoparticipantsinthemarketandthatinformationcanbefoundbyvisiting
www.nzx.com/companies/FCG.
InvestorsshouldlooktothemarketpriceoftheQuotedBondsreferredtoabovetofindouthowthemarketassessesthereturns
andriskpremiumforthosebonds.
2

ANZ Bank New Zealand Limited (the Arranger) and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) (together, the Joint Lead Managers), The New Zealand Guardian Trust
Company Limited (the Trustee) and each of their respective directors, officers, employees and agents:
a) have not authorisedor caused the issue of, or made any statement in, any part of this presentation;
b) do not make any representation, recommendation or warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information,
statement or opinion contained in this presentation; and
c)totheextentpermittedbylaw,donotacceptanyresponsibilityorliabilityforthispresentationorforanylossarisingfromthispresentationoritscontentsorotherwisearisinginconnectionwiththeofferofBonds.
ThispresentationdoesnotconstitutefinancialadviceorarecommendationfromtheIssuer,theArranger,anyJointLeadManager,theTrusteeoranyoftheirrespectivedirectors,officers,employees,agentsoradvisersto
purchase,anyBonds.
YoumustmakeyourownindependentinvestigationandassessmentofthefinancialconditionandaffairsoftheIssuerbeforedecidingwhetherornottoinvestintheBonds.
This presentation is for preliminary information purposes only and is not an offer to sell or the solicitation of an offer to purchase or subscribe for the Bonds and no part of it shall form the basis of or be relied upon in connection
with any contract or commitment whatsoever. The information in this presentation is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy,
correctness and completeness cannot be guaranteed. All of the data provided in this presentation is derived from publicly available information in relation to the Issuer (including the annual report of the Issuer for its financial
year ended 31 July 2024) unless otherwise indicated.
Thispresentationcontainsforward-lookingstatements,financialtargetsandambitions(ForwardStatements),eachofwhichisbasedonarangeofassumptions.NoneoftheForwardStatementsisintendedasaforecast,
estimateorprojectionoftheoutcomethatwill,orislikelyto,eventuate.Theyshouldnotbetakenasforecastsoraguaranteeofreturnstoshareholders.
TherecanbenocertaintyofoutcomeinrelationtothematterstowhichtheForwardStatementsrelate.Fonterra'sabilitytoachievetheoutcomesdescribedintheForwardStatementsissubjecttoanumberofassumptions,
eachofwhichcouldcausetheactualoutcomestobemateriallydifferentfromtheeventsorresultsexpressedorimpliedbysuchForwardStatements.
TheForwardStatementsalsoinvolveknownandunknownrisks,uncertaintiesandotherimportantfactorsthatcouldcausetheactualoutcomestobemateriallydifferentfromtheeventsorresultsexpressedorimpliedbysuch
ForwardStatements.Thoserisks,uncertainties,assumptionsandotherimportantfactorsarenotallwithinthecontrolofFonterraanditssubsidiaries(theFonterraGroup)andcannotbepredictedbytheFonterraGroup.The
ForwardStatementsinthispresentationreflectviewsheldonlyatthedateofthispresentation.
Whileallreasonablecarehasbeentakeninthepreparationofthispresentation,noneofFonterra,theFonterraGroup,oranyoftheirrespectivesubsidiaries,affiliatesandassociatedcompanies(oranyoftheirrespective
officers,employeesoragents)(togetherRelevantPersons)makesanyrepresentationorgivesanyassuranceorguaranteeastotheaccuracyorcompletenessofanyinformationinthispresentationorthelikelihoodof
fulfilmentofanyForwardStatementoranyoutcomesexpressedorimpliedinanyForwardStatement.Accordingly,tothemaximumextentpermittedbylaw,noneoftheRelevantPersonsacceptsanyliabilitywhetherdirector
indirect,expressorimplied,contractual,tortious,statutoryorotherwise,inrespectofanyForwardStatementsorforanyloss,howsoeverarising,fromtheuseofthispresentationor its contents or otherwise arising in
connection with the Offer or any person's investment in the Bonds.
Statementsaboutpastperformancearenotnecessarilyindicativeoffutureperformance.
Excepttotheextent(ifany)asrequiredbyapplicablelaworanyapplicableListingRules(includingtheFonterraShareholders’MarketRules),theRelevantPersonsdisclaimanyobligationorundertakingtoupdateany
informationinthispresentation.
Any internet site addresses provided in this presentation are for reference only and, except as expressly stated otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of,
this presentation.
An Indicative Terms Sheet dated 29 October 2024 has been prepared in respect of the Offer. The Indicative Terms Sheet is an important document and should be read carefully. Investors should not purchase the Bonds until
they have read the Indicative Terms Sheet. Investors should consider the risks that are associated with an investment in the Bonds, particularly with regard to their personal circumstances (including financial and tax issues).
Nothinginthispresentationconstituteslegal,financial,taxorotheradvice.
ApplicationhasbeenmadetoNZXforpermissiontoquotetheBondsontheNZXDebtMarketandalltherequirementsofNZXrelatingtheretothatcanbecompliedwithonorbeforethedateofdistributionoftheIndicative
TermsSheethavebeendulycompliedwith.However,NZXacceptsnoresponsibilityforanystatementinthispresentation.NZXisalicensedmarketoperator,andtheNZXDebtMarketisalicensedmarketundertheFMCA.
The selling restrictions set out in the schedule to the Indicative Terms Sheet apply to the Bonds.
This presentation is dated 29 October 2024.
3

IKey Terms of the Offer
IIFonterra Overview
IIIUnique Features of the Co-operative
IVFY24 Financial Update and FY25 Outlook
VStrategy
Appendices
Glossary

Description of the BondsUnsecured, unsubordinated, fixed rate debt obligations of Fonterra. The Bonds will rank equally and without any preference
among themselves and equally with all other unsecured and unsubordinated indebtedness of Fonterra, except indebtedness
preferred by law.
Issue AmountUp to NZ$250,000,000, with the ability to accept up to NZ$100,000,000 in oversubscriptions at Fonterra’s discretion.
Tenor5 Years.
Interest RateThe aggregate of the Base Rate plus the Margin determined following a bookbuild on Friday, 1 November 2024, and announced
shortly thereafter by Fonterra via NZX.
Indicative Margin0.85 to 0.95 per cent per annum.
Interest PaymentsSemi-annually in arrear in two equal amounts on each Interest Payment Date.
Application AmountsNZ$5,000 and multiples of NZ$1,000 thereafter.
Opening DateTuesday, 29 October 2024.
Closing DateThe offer is expected to close at 11.00am on Friday, 1 November 2024.
Issue DateFriday, 8 November 2024.
Maturity DateThursday, 8 November 2029.
ListingTicker code FCG060 on the NZX Debt Market.
Issuer Credit Rating
1
A-(stable) by S&P Global Ratings & A (stable) by Fitch Ratings.
Expected Issue Credit Rating
1
A-by S&P Global Ratings & A by Fitch Ratings.
1.The ratings referred to in this presentation are not a recommendation to buy, sell or hold the Bonds, and each rating may be subject to revision or withdrawal at any time by S&P Global Ratings or
Fitch Ratings, as the case may be. Any downward revision or withdrawal of a rating may have an adverse effect on the market price of the Bonds. Neither S&P Global Ratings nor Fitch Ratings
has been involved in the preparation of this presentation.
5

Confidential to Fonterra Co-operative Group

Confidential to Fonterra Co-operative Group
•Co-operative owned by New Zealand supplying farmers, collecting milk from around 8,200
shareholding and non-shareholding farms in New Zealand
•Fully integrated dairy business
2
•Global scale and leadership
•22% of globally traded dairy
3
•Product portfolio diversified across markets and quality products
•Collects 78.1% of New Zealand’s milk
4
, which represents around 90% of Fonterra’s total
milk collections
•5.5% of GDP, around 22% of total goods exports
5
•New Zealand’s largest company by revenue (FY24: NZ$23b)
1.Market Cap as at 25 October 2024. FCG = Fonterra Co-operative Group Limited and FSF = Fonterra Shareholders Fund.
2.Fonterra announced on 16 May 2024 that it is exploring full or partial divestment options for some or all of its global Consumerbusiness, as well as its integrated businesses Fonterra Oceania and Fonterra Sri Lanka.
3.Fonterra exports for 2023 calendar year; major commodities (WMP, SMP, butter, AMF, cheese)
4.Milk season 2023/2024
5.Based on GDP and export goods data for the year to June 2024 from Stats NZ
Market Cap FCG (NZ$)¹6.9 billion
Market Cap FSF (NZ$)¹0.5 billion
FY24 Sales Volume(‘000 MT)3,529
FY24 Total Assets (NZ$)16.7 billion
FY24 Normalised EBITDA (NZ$)2.2 billion
Credit rating
S&P GlobalRatings
Fitch Ratings
A-stable
A stable
7

•“Market leadership in the global trade of dairy products”
•“Competitive cost position”
•“Accounts for about 20% of the world’s dairy exports and is New
Zealand’s largest company”
•“Effective subordination”
•“Significant flexibility in setting and revising price forecasts for milk
sourced in New Zealand”
•“Supportive financial policy with balance sheet capacity and buffer in
credit metrics”
•“The world leader in dairy exports”
•“Defensive traits support profitability”
•“New Zealand’s largest dairyproducer”
•“Effective subordination”
•“Can pass on global dairy-price and foreign exchange movements in its
global ingredient business to farmers”
•“Among most competitive”
1.November 2023 update - only certain statements supporting the credit rating have been extracted and this does not represent all statements contained in the relevant rating report including risks that may result in
downward rating pressure
2.December 2023 update - only certain statements supporting the credit rating have been extracted and this does not represent all statements contained in the relevant rating report including risks that may result in
downward rating pressure
S&P Global Ratings¹
A-/ A-2,Stable
•Full Annual Analysis Report issued 14 November 2023 confirming ‘A-’
rating with stable outlook
•Full Annual Analysis Report issued 6 December 2023 confirming ‘A’
rating with stable outlook
FitchRatings²
A / F1,Stable
8

Confidential to Fonterra Co-operative Group
Co-operative with secure access to quality milk
Scale and world-class ingredients business
Focussed high-value foodservice business
Financial strength and discipline
A commitment to ESG
Unique Co-operative structure supports strong credit profile, including effective subordination
Highly experienced board and management team
Strong industry fundamentals
9

Confidential to Fonterra Co-operative Group

Confidential to Fonterra Co-operative Group
Key Factors
GDT auctions
•Transparent bi-monthly pricing
Off-GDT pricing
Governance model
•Commerce Commission review
•External auditor
Farmgate Milk Price Manual
Efficient marginal competitor
•Basis for cost assumptions
WACC return on assets
•Allowed return in model
1.This also includes “approved adjustments” in respect of, for example, a portion of winter milk premiums paid
2.WMP: Whole Milk Powder, SMP: Skim Milk Powder, AMF: Anhydrous Milk Fat, BMP: Butter Milk Powder
Reference Products: Basket of commodities used in model – WMP/SMP/AMF/BMP/Butter²
Non-Reference Products: Other products produced by Fonterra e.g. proteins/higher-spec products/cheese
100% Reference
Products
Reference
Products
Non-reference
Products
Farmgate
Milk Price¹
Model Milk PriceFonterra
¹
¹
11

Confidential to Fonterra Co-operative Group
•The Farmgate Milk Price that Fonterra pays its suppliers is
set by the Fonterra Board based on the recommendation
of the Milk Price Panel.
•The Milk Price Panel oversees the calculation of the
Farmgate Milk Price in accordance with the Milk Price
Manual (a publicly available document).
•A detailed Milk Price Statement aims to help interested
parties understand the Farmgate Milk Price.
•This statement is published annually and released with
Fonterra’s Annual Report.
BOARD MAKES DECISIONS ON THE RECOMMENDATIONS OF THE MILK PRICE PANEL
12

JunJulAugSepOctNovDecJanFebMarAprMayJunJulAugSepFinal
Suppliers PayableAccrual
Milk season ends
Financial year ends
Final Milk Price set
Illustrative only
1.Amount advanced during the year as a percentage of the milk price for the season ended 31 May
As at 31 July202220232024
Milk Price $9.30$8.22$7.83
Total advance payments made
during the year
$7.90$7.00$6.81
Paid by July
1
85%85%87%
Owing to suppliers$2.1bn$2.0bn$1.6bn
13

Track record of frequent and sizable changes in both
Forecast Milk Price and Advance Rate
Demonstrated track record, willingness and ability to
change milk payments under the Constitution to
stabilise earning and cashflows:
•Season 2014: In order to protect the
Co-operative, the Farmgate Milk Price was lowered
by 53 cents per kgMS compared to the calculation
under the Farmgate Milk PriceManual
•Season 2018: The Farmgate Milk Price was
reduced by 5 cents per kgMS compared to the
calculation under the Farmgate Milk Price
Manual,in the best long-term interests of its farmer
shareholders and unit holders
14
2025 includes forecast months based on the current announced mid-point Farmgate Milk Price and advance payment rates published on https://nzfarmsource.co.nz/content/dam/farmsource/docs/pdf/advancerates/advance-rates.pdf
2024
2025
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2
3
4
5
6
7
8
9
10
Apr-13
Oct-13
Apr-14
Oct-14
Apr-15
Oct-15
Apr-16
Oct-16
Apr-17
Oct-17
Apr-18
Oct-18
Apr-19
Oct-19
Apr-20
Oct-20
Apr-21
Oct-21
Apr-22
Oct-22
Apr-23
Oct-23
Apr-24
Oct-24
Apr-25
Oct-25
NZD per kgMS
Forecast Milk PriceAdvance Rate

Confidential to Fonterra Co-operative Group

16
 from 95c
 from 1,577m
 from 1,755m
 from 12.4%
 from 50c
 from 28.8%
 from $8.22
 from 75c

17
•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


1.0%

0.5%
•Outlook for dairy trade is seen as 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
18

•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
19

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)
20

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%

-
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
22

-
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
23

Confidential to Fonterra Co-operative Group

25
25

26
26

27
27

28
28

29
29

Confidential to Fonterra Co-operative Group

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
31

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
32

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 valuechannels
─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
33

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
34

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
35

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
36

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
37

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
•Investment 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 inthe best condition possible
38

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%
39

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.
40

•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

Confidential to Fonterra Co-operative Group

Confidential to Fonterra Co-operative Group
43

Confidential to Fonterra Co-operative Group
44

Confidential to Fonterra Co-operative Group
45

Confidential to Fonterra Co-operative Group
46

Confidential to Fonterra Co-operative Group
47

Confidential to Fonterra Co-operative Group
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Acronyms and Definitions
Consumer
represents the channel of branded consumer products, such
as powders, yoghurts, milk, butter, and cheese
Core 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 Optimisationfunction
Debt to EBITDA
is adjusted net debt divided by Total Group normalised
earnings before interest, tax, depreciation and amortisation
(Total Group normalisedEBITDA) excluding share of
profit/loss of equity accounted investees, net foreign
exchange gains/losses and any normalisedEBITDA relating
to entities divested during the year
Farmgate Milk Price
means the average price paid by Fonterra in New Zealand
for each kgMSsupplied 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
Foodservice
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
GDT
GlobalDairyTrade, the online provider of the twice monthly
global auctions of dairy ingredients
Gearing Ratio
is adjustednet debt divided by total capital. Total capital is
equity excluding hedge reserves, plus adjusted net debt
Global Markets
represents the Ingredients, Foodservice and Consumer
channels outside of Greater China
Greater China
represents the Ingredients, Foodservice and Consumer
channels in Greater China
Ingredients
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
kgMS
means kilograms of milk solids, the measure of the amount
of fat and protein in the milk supplied to Fonterra
Net Debt (Adjusted Net Debt)
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
Non-Reference Products
means all NZ milk solids processed by Core Operations,
except for Reference Commodity Products
Price Relativities
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
Reference Products
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)
Return on Capital (ROC)
is calculated as Total Group normalisedEBIT including
finance income on long-term advances less a notional tax
charge, divided by average capital employed
Season
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
Trade Working Capital
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
WACC
Weighted Average Cost of Capital
Working Capital Days
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
49