Quarterly Flexible Shareholding Metrics Update

Flexible Shareholding Metrics
3 March 2025

2
Flexible Shareholding metrics
As at 28 February 2025, the Co-operative was within the specified thresholds for all three Flexible Shareholding metrics
Total shares on issue
above or below
the Share Standard
Shares held by
Ceased Shareholders and
Permitted Transferees
Shares held for the
Fonterra Shareholders’ Fund
•The percentage of Co-operative
Shares on issue above or below
the combined Share Standard of
all Shareholders
•The threshold range is set at total
Co-operative Shares on issue being
within +/- 15% of the Share Standard
•The percentage of shares held by
shareholders who have ceased
supplying milk to the Co-operative,
and/or transferred their shares to a non-
supplying person or entity in accordance
with the permitted transferee rules
•The threshold is set at no greater
than 25%
•The size of the Fonterra
Shareholders’ Fund has been
capped at 10% of shares on issue
to protect farmer ownership and
control of the Co-operative
FLEXIBLE SHAREHOLDING METRICS 3 March 2025
13.12%9.22%
6.67%
 from 13.21%No change from 9.44%

Additional
Information
To provide further transparency on
the distribution of Co-operative
ownership, Fonterra is providing
information on the proportion of
shares held by different shareholder
types and the number of shares to
be bought and sold by the
compliance date.

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Considerations to additional information
When considering the information on the following pages, it’s important to note share compliance was put on hold during the two-year capital structure
consultation period and this is reflected in some of the metrics. Furthermore, the level of shares held by Ceased Shareholders is not necessarily a reflection of lost
supply to the Co-operative.
•The number of shares linked to Ceased Shareholders reflects the number of shares linked to farm sales within a year. Typically, the majority of farms that are
sold continue to supply the Co-operative under the new owner. Therefore, the milk solids linked to Ceased Shareholders are not necessarily lost to the
Co-operative, but the shares become uncoupled from the original supplying farm. Historically around 60 – 90 million shares shift from being linked to a
Supplying Shareholder to a Ceased Shareholder at the end of each season.
•Under the Flexible Shareholding capital structure, new shareholders have up to six seasons to reach their minimum holding of shares, while shareholders at
the time of the capital structure vote have up to 15 seasons to share down after they cease to supply the Co-operative. Given the change in the minimum
shareholding requirement, it is possible to see a proportion of shares held by non-supplying shareholders for a longer period.
FLEXIBLE SHAREHOLDING METRICS 3 March 2025

5
Shareholder distribution
Shareholder Distribution
Shareholder% of total shares on issue
Supplying Shareholders
Secondary Shareholders
Associated Shareholders
Ceased Shareholders
Permitted Transferees
Custodian, on behalf of the Fund
Custodian shares, on behalf of the Market Makers
Total shares on Issue
1,344,010,720
3,100,484
3,582,769
125,077,107
23,106,269
107,410,984
2,902,222
83.52%
0.19%
0.22%
7.78%
1.44%
6.67%
0.18%
1,609,190,555
100.00%
# of shares held as at 28 February 2025
FLEXIBLE SHAREHOLDING METRICS 3 March 2025

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Share compliance requirements
Share compliance requirements
Season
# of shares:
To be bought
To be sold
Season (continued)
# of shares:Total
To be bought
To be sold
The table below shows the final season that shares for compliance requirements must be bought and sold by. Shares can be bought and sold in advance of
these dates.
2025/262026/272027/282028/292029/302030/31
4,454,3594,104,3643,931,0263,084,2851,611,632
564,978119,020930,526
--
2031/32
2033/342034/352035/362036/372032/33
-
-----
17,185,666
-
--
-
146,568,852
-
148,183,376
FLEXIBLE SHAREHOLDING METRICS 3 March 2025
-
-

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Shareholdings relative to share standard
Note: Shareholding farms presented exclude Ceased Shareholders, Permitted Transferees, Associated
Shareholders and shareholding farms over 4x the Share Standard.
1. Milk Supply is derived from the shareholding farm’s Share Standard.
Shareholding relative to Share Standard
< 33%33% - 79%80% - 120%> 120%Total
# of shareholding farms
Milk Supply
1
(kgMS)
467
1,163
5,053
1,449
8,132
82,295,213
229,988,163
935,798,723
174,519,081
1,422,601,180
Shareholdings by shareholding farms relative to 1:1 Share Standard
Shareholdings by milk supply relative to 1:1 Share Standard
FLEXIBLE SHAREHOLDING METRICS 3 March 2025

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Glossary
Associated Shareholder
Is a Shareholder that is a Farm Lessor, Sharemilker or Contract Milker.
Ceased Shareholder
Is a Shareholder that has given notice of ceasing supply, or is treated as having given
such a notice, and whose cease notice has become effective.
Custodian
Means the Fonterra Farmer Custodian, which is the legal holder of the shares in respect
of which economic rights are held for the Fund and any Market Makers.
kgMS
Means kilograms of milk solids, the measure of the amount of fat and protein in the milk
supplied to Fonterra.
Market Maker
Is a third party appointed by the Co-op who is active in making bids and offers on a
minimum number of Fonterra Co-operative Group Shares.
Maximum Holding
Is the maximum number of shares a Supplying Shareholder can hold, which is equal to
4 times the Share Standard.
Minimum Holding
Is the minimum number of shares a Supplying Shareholder is required to hold, which is
equal to 33% of the Share Standard. New entrants have up to six seasons to meet this.
Non-supplying Shareholder
Means all shareholdings that are not Supplying Shareholders.
Permitted Transferee
Is a person who has been approved by the Co-op and who is (and remains) related
to or associated with a Ceased Shareholder.
Season
New Zealand: A period of 12 months from 1 June to 31 May.
Secondary Shareholder
Is a sharemilker as defined in section 34 of the Co-operative Companies Act that
holds shares as if they were a Supplying Shareholder, pursuant to section 44 of the
Co-operative Companies Act and clause 30.5 of the Constitution.
Share Standard
Means one share per one kgMS supplied, used to calculate a Supplying
Shareholder’s Minimum Holding and Maximum Holding.
Shareholding farm
Means a farm where the owning entity of the farm has a minimum required
shareholding of at least 1,000 shares in the Co-operative. This includes farms where
the owning entity is in the process of sharing up on a Share Up Over Time contract
entered into before Flexible Shareholding became effective.
Supplying Shareholder
Is a shareholder supplying milk to the Co-op.
FLEXIBLE SHAREHOLDING METRICS 3 March 2025