Fonterra announces final terms sheet for retail bond offer

1 November 2024

Fonterra announces final terms sheet for retail bond offer

Further to Fonterra Co-operative Group Limited’s announcements earlier today, the final terms sheet
relating to the offer of unsubordinated, unsecured five year fixed rate bonds is attached.

For further details investors can contact the Joint Lead Managers or their usual financial advisor.


ENDS

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

Joint Lead Mangers

0800 269 476

0800 772 142

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1 November 2024

Fonterra Co-operative Group – Final Terms Sheet Page 2

This Final Terms Sheet sets out the key terms of the offer by Fonterra Co-operative Group Limited (Fonterra)
of NZ$300,000,000 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 Final 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 – Final Terms Sheet Page 3

Fixed Rate Bonds Final Terms Sheet

1 November 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 Final 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 Final 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 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 NZ$300,000,000
Interest Rate 4.60 per cent per annum, being the aggregate of the Base Rate plus the Margin
on the Rate Set Date.
Margin 0.85 per cent per annum.
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.
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.

Fonterra Co-operative Group – Final Terms Sheet Page 4

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
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

Fonterra Co-operative Group – Final Terms Sheet Page 5

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
Final 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
Any internet site addresses provided in this Final 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 Final 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 Final 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 Final Terms Sheet; and
(c) to the extent permitted by law, do not accept any responsibility or liability for this Final Terms Sheet
or for any loss arising from this Final Terms Sheet or its contents or otherwise arising in connection
with the offer of Bonds.
This Final 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 – Final Terms Sheet Page 6

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 Final Terms Sheet. This Final 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 Final 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 Final 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 – Final Terms Sheet Page 7

(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 Final 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.
Singapore

Fonterra Co-operative Group – Final Terms Sheet Page 8

This Final Terms Sheet has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this Final 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 Final 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 Final 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 – Final Terms Sheet Page 9

By applying for the Bonds under this Final 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 Final 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.