Fonterra Shareholders’ Fund Annual Results 2025

Fonterra Shareholders’ Fund

Page 1
Results for announcement to the market
Results for announcement to the market
Name of issuer Fonterra Shareholders’ Fund
Reporting Period 12 months to 31/07/2025
Previous Reporting Period 12 months to 31/07/2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing operations $394,000 149%
Total Revenue $394,000 149%
Net profit from continuing operations $nil -%
Total net profit $nil -%
Final Dividend
Amount per Quoted Equity Security $0.35
Imputed amount per Quoted Equity Security Not Applicable
Record Date 02/10/2025
Dividend Payment Date 15/10/2025
Current period Prior comparable period
Net tangible assets per Quoted Equity
Security
$6.99 $3.95
A brief explanation of any of the figures
above necessary to enable the figures to be
understood
Please refer to the audited financial statements for further
explanation. Revenue from continuing operations comprises net
fair value movements of Economic Rights of Fonterra Shares, and
(if any) dividend income.

Authority for this announcement
Name of person authorised to make this
announcement
Jackie Floyd
Contact person for this announcement Phil van Polanen
Contact phone number +64 21 021 999 59
Contact email address Investor.relations@fonterra.com
Date of release through MAP 25/09/2025
Audited financial statements accompany this announcement.

---

FOR THE YEAR ENDED 31 JULY 2025
Fonterra
Shareholders’ Fund
Annual Report
2025

Contents
Chair Report3
Our Board5
Financial Statements
Manager’s Statement6
Statement of Comprehensive Income7
Statement of Changes in Amounts
Attributable to Unit Holders
7
Statement of Financial Position8
Cash Flow Statement8
Basis of Preparation9
Notes to the Financial Statements12
Independent Auditor’s Report16
Statutory Information18
Corporate Governance Statement21
Directory27
Adam, Mila & Harriet, Taranaki
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Chair Report
Dear unit holders,
2025 was a record year for Fonterra, with $16.2 billion in cash
payments generated.
It consisted of the highest milk price payment to its supplying
farmers at $10.16 per kgMS or $15.3 billion in milk payments,
and the highest dividend at 57 cents per share or $916 million
distributed to shareholders and unit holders.
The fully imputed dividend of 57 cents per share consists of the 22 cent interim dividend
received on 8 April 2025, and a final dividend of 35 cents to be paid on 15 October 2025.
As a unit holder in the Fonterra Shareholders’ Fund you receive the same economic rights
as a Fonterra Co-operative Group share, such as dividends and capital returns.
Fonterra’s business performance
The Fund, and the Board of FSF Management Company Limited (the Manager)
that oversees it, have no direct involvement in Fonterra’s operations. However, as a
holder of economic rights in Fonterra, the performance of the Fund is tied directly to
Fonterra’s performance.
It is pleasing to see Fonterra’s strong operating performance continue in 2025,
with operating profit up $205 million, or 13%, to $1,732 million mainly due to higher
operating profit in the Ingredients business.
Meanwhile, Foodservice sales volumes continued to grow off the back of continued
strong demand in Greater China and key Asia markets for products including UHT cream,
butter and mozzarella.
The business proposed to be divested, Mainland Group, benefited from sales volume
growth in the Consumer business and the Australia business having a stable milk price
against higher global commodity prices.
Fonterra’s profit after tax was down $49 million to $1,079 million, reflecting the
change in tax treatment
1
, and includes $106 million of Mainland Group divestment and
separation costs.
Excluding the divestment costs and non-controlling interests, normalised profit after tax
is $1,144 million and equates to earnings per share of 71 cents, which is in line with prior
year performance on a normalised basis.
Fonterra’s adjusted net debt and debt to EBITDA remain in line with last year at $2.6 billion
and 1.1x, respectively. This robust position supports Fonterra’s decision to distribute 80%
of earnings, the top end of its dividend policy range, to shareholders and unit holders.
Fonterra’s return on capital of 10.9% is above the 5-year average and within the long-term
target range of 10-12%.
Divestment of Mainland Group
Fonterra announced in August 2025 that it had agreed the sale of the Mainland Group
businesses to Lactalis for $4.22 billion.
The sale is subject to approval from farmer shareholders on 30 October 2025, as well as
separation of the businesses from Fonterra and certain regulatory approvals.
Fonterra is targeting a tax-free capital return of $2.00 per share, which is approximately
$3.2 billion, following completion of the sale. Unit holders are entitled to any capital return.
The strategic targets and policy settings Fonterra announced in September 2024 remain
unchanged if Mainland Group is divested, including a target average Return on Capital of
10-12% from FY26, which is above Fonterra’s 5-year average.
Fonterra’s operating profit and earnings per share will be impacted in the short term
by the divestment of Mainland Group, but Miles Hurrell, Fonterra CEO, said they are
targeting earnings to return to current levels in three years.
1 Fonterra has exhausted its NZ tax losses and NZ tax expenses will generate imputation credits from FY25 onwards.
As part of the change, dividends on supply backed shares are no longer treated as tax deductible by Fonterra. For unit holders,
when Fonterra declares an imputed dividend, the Custodian for the Fund will be able to use the imputation credits to offset
the PIE tax that is deducted from those dividends, before distribution to unit holders.
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Our BoardFinancial StatementsDirectoryStatutory InformationCorporate Governance Statement ContentsChair Report

Fonterra’s 2026 outlook and priorities
Fonterra announced its 2026 forecast earnings from continuing operations, which
excludes the businesses to be divested, of 45-65 cents per share. Fonterra also left its
2025/26 season forecast Farmgate Milk Price unchanged at $10.00 per kgMS with a range
of $9.00-$11.00 per kgMS.
Miles Hurrell said global demand for Fonterra’s products continues to be strong. However,
global milk supply is increasing and the risk of potential volatility in commodity prices and
exchange rates from geopolitical dynamics remains.
Fonterra has stated its FY26 priorities are:
–Divestment process – supporting the farmer shareholder vote on the proposed
divestment and, if approved, completing the sale to Lactalis and returning capital
to shareholders and unit holders.
–New manufacturing capacity – Edendale UHT cream and Studholme proteins
completed in 2026 and new butter and cream cheese investments progressed.
–Fonterra’s foundations – Go-live of Fonterra’s new Enterprise Resource Planning
system at its first manufacturing site in November 2025.
Miles Hurrell believes the ongoing balance sheet strength, combined with Fonterra’s
focused strategic direction, means the business is well prepared for the future and
positioned to continue delivering strong returns to shareholders and unit holders.
For further clarity and detail on Fonterra’s performance, I encourage you to read the
other annual results material released by Fonterra, that can be found on its Investor
Relations webpage.
Nga mihi,
Mary Jane Daly
Chair
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Our Board
John Nicholls
Appointed to the Board of the
Manager by Fonterra
John Nicholls was elected to the
Fonterra Board in 2018, and joined
the FSF Board in November 2022
An experienced company director,
John was the previous chair
of MHV Water, New Zealand’s
largest intergenerational irrigation
co-operative.
As the owner of several mid-
Canterbury dairy farms forming
part of the Rylib Group, John is
highly focused on investing in and
mentoring the next generation
of farmers in New Zealand and on
safeguarding the sustainability of
farming for the long term. He brings
professionalism, cost consciousness
and a strategic mindset to
governance, ensuring that business
operations align with core strategy
and are consistently adding value.
John served on the Fonterra
Co-operative Council from 2009
to 2011.
B.Agr, PG AgrSci
Mary Jane Daly
Independent Director appointed
by unit holders
Mary-Jane Daly was appointed to
the FSF Board in November 2020.
She was appointed as Chair in
November 2022.
Mary-Jane is a professional director
with a wide range of experience
across a number of industries. Her
executive background is in banking
and finance in a variety of roles
both in New Zealand and the UK.
Mary-Jane is the Chair of AIG
Insurance New Zealand Limited
and Partners Life Limited and an
Independent Director of Kiwibank
Limited. Previous governance
roles have included Cigna Life
Insurance New Zealand, the Natural
Hazards Commission Toka Tu Ake,
OnePath Life, Airways Corporation,
Auckland Transport, the NZ Green
Building Council and Kiwi Property
Group Limited. Her last corporate
executive role was leading
State Insurance.
BCom, MBA
Carlie Eve
Independent Director appointed
by unit holders
Carlie Eve was appointed to the FSF
Board in November 2022.
Carlie has over 25 years’ experience
in financial markets and the
corporate sector. She has held
executive roles across equity
research, investment banking,
investor relations, corporate
strategy and funds management.
Carlie is currently a director of Kiwi
Property Group Limited, Chair
of the Diocesan School Heritage
Foundation and was previously
a Director of Hobsonville Land
Company Limited.
BSc, BCom
Alastair Hercus
Independent Director appointed
by unit holders
Alastair Hercus was appointed to
the FSF Board in November 2022.
After 29 years Alastair retired as a
Partner at Buddle Findlay, a leading
corporate law firm and is now a
Consultant to the firm. This followed
an earlier career as a diplomat in the
Ministry of Foreign Affairs and Trade.
He has significant professional
experience working with co-
operatives and primary sector
businesses, and in corporate
governance and economic
regulation. He is an experienced
director, particularly in the co-
operative and mutual sector. He is a
former Deputy Chair of the Medical
Assurance Society and is currently
Chair of Co operative Life Limited.
In the public sector he is a
Commissioner at the Natural
Hazards Commission Toka Tū
Ake, a Director of Invercargill
Airport Limited and Chair of the
Risk & Advisory Committee at the
Ministry of Business, Innovation
and Employment.
BA (Hons), LLB
Andy Macfarlane
Appointed to the Board of the
Manager by Fonterra
Andy Macfarlane was elected to
the Fonterra Board in 2017, and
has served on the FSF Board since
February 2019.
Andy was a farm management
consultant for 38 years and is a past
President of the New Zealand Institute
of Primary Industry Management
(NZIPIM). He is a Director of ANZCO,
chairs the SFFF Plantain Project and
Edgewater Hotel Lake Wanaka Boards
and is a member of the International
Farm Management Association
(IFMA). Andy is a previous Director
of Ngai Tahu Farming Limited and
AgResearch, past chair of Deer
Industry New Zealand, and served
on the council of Lincoln University
for 12 years.
Andy and his wife Tricia commenced
farming in 1989 and live near
Ashburton. His shareholding
interests are in Canterbury. He has a
strong interest in the governance of
food processing and manufacturing,
research and development, and
strategic use of technology in the
farming sector.
B . Agr. Sc
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Fonterra Shareholders’ Fund
Annual Report 2025
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Alastair Hercus
Director
FSF Management Company Limited
24 September 2025
Mary Jane Daly
Chair
FSF Management Company Limited
24 September 2025
FSF Management Company Limited (the Manager) presents to
the unit holders the financial statements for the Fonterra
Shareholders’ Fund (the Fund) for the year ended 31 July 2025.
The Manager is responsible for presenting financial statements for each financial year
which fairly present the financial position of the Fund and its financial performance and
cash flows for that period.
The Manager considers the financial statements of the Fund have been prepared using
accounting policies which have been consistently applied and supported by reasonable
judgements and estimates, and that all relevant financial reporting and accounting
standards have been followed.
The Manager believes that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position of the Fund and facilitate
compliance of the financial statements with the Financial Markets Conduct Act 2013 and
the Fonterra Shareholders’ Fund Trust Deed.
The Manager considers that it has taken adequate steps to safeguard the assets of the
Fund, and to prevent and detect fraud and other irregularities.
The Manager approves and authorises for issue the financial statements for the year
ended 31 July 2025 presented on pages 7 to 15.
For and on behalf of the Board of the Manager:
Financial Statements
FOR THE YEAR ENDED 31 JULY 2025
Manager’s Statement
FOR THE YEAR ENDED 31 JULY 2025
Bridgeman Farm, Taranaki
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Financial Statements

The accompanying basis of preparation and notes form part of these financial statements.
Statement of Comprehensive Income
FOR THE YEAR ENDED 31 JULY 2025
($ MILLION)
31 JULY 202531 JULY 2024
Net fair value gain on revaluation of Economic Rights of Fonterra shares32799
Dividend income6759
Investment income394158
Net increase in fair value of amounts attributable to unit holders(327)(99)
Distributions to unit holders(67)(59)
Finance cost(394)(158)
Profit before tax––
Tax expense––
Profit for the year––
There are no items of other comprehensive income.
Statement of Changes in Amounts Attributable
to Unit Holders
FOR THE YEAR ENDED 31 JULY 2025
($ MILLION)
Amounts attributable to unit holders at 1 August 2024424
Movements:
Revaluation of amounts attributable to unit holders327
Amounts attributable to unit holders at 31 July 2025751
Amounts attributable to unit holders at 1 August 2023325
Movements:
Revaluation of amounts attributable to unit holders99
Amounts attributable to unit holders at 31 July 2024424
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Independent Auditor’s ReportNotes to the Financial Statements
Financial Statements

The accompanying basis of preparation and notes form part of these financial statements.
Statement of Financial Position
AS AT 31 JULY 2025
($ MILLION)
NOTES31 JULY 202531 JULY 2024
Assets
Economic Rights of Fonterra shares2751424
Tot al a s s e t s751424
Liabilities
Amounts attributable to unit holders3751424
Total liabilities751424
Cash Flow Statement
FOR THE YEAR ENDED 31 JULY 2025
($ MILLION)
NOTES31 JULY 202531 JULY 2024
Cash flows from operating activities
Cash was provided from:
– Dividends received 6759
– Capital return received–54
Net cash flows from operating activities467113
Cash flows from financing activities
Cash was applied to:
– Distributions paid to unit holders (67)(59)
– Capital return paid to unit holders–(54)
Net cash flows from financing activities(67)(113)
Net change in cash and cash equivalents––
Cash and cash equivalents at the beginning of the year––
Cash and cash equivalents at the end of the year––
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Financial Statements

a) General information
The Fonterra Shareholders’ Fund (FSF or the Fund) is a New Zealand managed investment scheme
established to be the ‘Authorised Fund’ referred to in Fonterra’s Constitution. It is an FMC Reporting
Entity registered under the Financial Markets Conduct Act 2013 and its governing document is the
Fonterra Shareholders’ Fund Trust Deed (the Trust Deed) dated 23 October 2012 (as amended) and
has a life of 80 years. Under the Trust Deed, the Fund may invest only in authorised investments, which
are the Economic Rights of Fonterra shares (Economic Rights), and issue units to investors. It may not
invest directly in Fonterra shares (Shares).
At 31 July 2025, the Fund is listed on the NZX Main Board operated by NZX Limited. The activities
of the Fund and the issue of units to the public are managed by FSF Management Company Limited
(the Manager). The immediate and ultimate parent of the Fund is Fonterra Co-operative Group Limited
(Fonterra, or the Co-operative).
The New Zealand Guardian Trust Company Limited (the Trustee) acts as the trustee for the Fund.
The Economic Rights assets are held on trust for the Trustee under the Fonterra Economic Rights
Trust by Fonterra Farmer Custodian Limited (the Custodian). The trustees of the Fonterra Farmer
Custodian Trust also hold one unit known as the Fonterra unit.
The registered office of the Manager is 109 Fanshawe Street, Auckland Central, Auckland 1010,
New Zealand.
The financial statements were authorised for issue by the Manager on 24 September 2025.
Fonterra financial statements
Investors are encouraged to read the financial statements of Fonterra, together with the financial
statements of the Fund, given that the performance of the Fund is driven by the performance of
Fonterra. The Fonterra financial statements can be found in the ‘Investors/Results & Reporting’
section of Fonterra’s website.
Fonterra’s capital structure
Under Fonterra’s Flexible Shareholding capital structure, the ability for the Fund to acquire Economic
Rights and issue units to investors (i.e. to exchange shares for units) on a day-to-day basis is suspended.
The Fonterra Board retains the right to regulate this process, and if, in the future, the Fonterra Board
considered it was appropriate to increase the Fund size, it could do so up to the overall Fund size limit
of 10% of the total number of Fonterra shares on issue as specified in Fonterra’s Constitution. As at
31 July 2025, the Fund size is 6.7% (31 July 2024: 6.7%).
During the year ended 31 July 2025, Fonterra did not buy back any shares from shareholders
(31 July 2024: 54,114 shares were bought back at a total cost of $0.1 million). The buyback in the
prior year did not have a material impact on the Fund size percentage.
Information about Flexible Shareholding is available in the ‘Investors/Capital Structure’ section of
Fonterra’s website.
Activities
The principal activity of the Fund is to acquire and hold Economic Rights and issue units to investors
to allow investors in the Fund an opportunity to earn returns based on the financial performance of
Fonterra. As reflected in the previous section, the ability to exchange shares for units is suspended
under Flexible Shareholding.
Delisting from ASX
In January 2025, the Manager received conditional approval to remove the Fund from the official list
of the ASX. The Fund complied with the conditions and was removed from the ASX at the close of
ASX trading on 27 February 2025.
FSF units last traded on 25 February 2025. FSF units were placed into a two day voluntary suspension
from close of trading on 25 February 2025 to enable ASX trades to settle and units from the ASX to be
transferred to the NZX before the Fund was removed from the official list of the ASX. Units continue to
be available on the NZX to buy and sell and unit holders continue to be eligible to receive distributions.
Basis of Preparation
FOR THE YEAR ENDED 31 JULY 2025
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Independent Auditor’s ReportNotes to the Financial Statements
Financial Statements

Economic Rights and units
One Economic Right represents the right to receive dividends and other economic benefits derived from
a fully paid share in Fonterra. This does not include the right to hold legal title to the share or to exercise
voting rights in Fonterra.
A unit constitutes an undivided interest in the Fund. The Fund is designed to have the effect that each
unit on issue in the Fund will represent the Economic Right derived from a single share in Fonterra.
Key attributes of Economic Rights
–The right to receive a distribution equivalent to any dividend declared by the Fonterra Board (before
PIE tax, withholding tax or other tax on distribution).
–The right to participate in other transactions in respect of Fonterra shares such as bonus issues, rights
issues or buybacks.
–The right to share in any surplus on liquidation of Fonterra.
Key rights and restrictions of unit holders
–Unit holders will be entitled to have passed through to them an amount equal to any dividend payable
in relation to a share in Fonterra (adjusted for any PIE tax, withholding tax or any other adjustments
for tax in relation to that unit holder).
–If Fonterra reconstructs or adjusts its shares, an equivalent reconstruction or adjustment will be made
in respect of units.
–If Fonterra makes bonus issues or rights issues of shares to its shareholders, corresponding issues of
units will be made to unit holders.
–If there is an offer to acquire shares held by the Custodian, the Fund will seek instructions from unit
holders as to whether the offer should be accepted. If a unit holder directs the Fund to accept the
offer, the Fund will redeem units from such unit holder and accept the offer for shares in proportion
to that direction. The amount received from the sale of the shares will be paid by the Fund to the
unit holder.
–Unit holders are entitled to attend and vote at unit holder meetings and to elect three Directors of
the Manager of the Fund. The additional two Directors of the Manager of the Fund are appointed
by Fonterra.
–Unit holders do not have any right to attend or vote, or request the Custodian to attend or vote, at any
meeting of Fonterra farmer shareholders.
Key rights of the Fonterra unit holder
–The Trust Deed cannot be amended without the prior approval of the holder of the Fonterra unit if
that amendment would change the governance structure of the Board of the Manager, the scope
and role of the Fund, the exchange mechanism for units and Economic Rights and the individual
fund size restrictions.
–In other respects, the holder of the Fonterra unit has the same rights as any other unit holder.
b) Basis of preparation
These financial statements comply with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS Accounting Standards) and have been prepared in accordance with Generally
Accepted Accounting Practice (GAAP) applicable to for-profit entities. These financial statements also
comply with International Financial Reporting Standards (IFRS Accounting Standards).
These financial statements are prepared on a historical cost basis, except for Economic Rights and
amounts attributable to unit holders which have been measured at fair value.
These financial statements are presented in New Zealand dollars ($), which is the Fund’s functional and
presentation currency, and rounded to the nearest million, except where otherwise stated.
The same accounting policies are followed in these financial statements as were applied in the financial
statements for the year ended 31 July 2024.
The preparation of financial statements requires the Manager to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and
judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. Revisions of
accounting estimates are recognised in the period in which the estimates are revised and in any future
periods affected.
The judgement that has the most significant effect on the amounts recognised in the financial
statements relates to the valuation of the Economic Rights of Fonterra Shares. The valuation approach
used for the Economic Rights is described in Note 1.
Basis of Preparation CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
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Financial Statements

c) Material accounting policies
Operating segments
The Fund’s investments only include Economic Rights assets and the Fund’s performance is evaluated
on an overall basis. Therefore, the Fund is a single-segment entity. All of the Fund’s income is from
investments in the Economic Rights.
The internal reporting provided to the Board of the Manager, which is the Fund’s chief operating decision
maker, for the Fund’s assets, liabilities and performance is prepared on a consistent basis with the
measurement and recognition principles of NZ IFRS Accounting Standards. The Board of the Manager
reviews the Fund’s internal reporting in order to assess the performance and position of the Fund.
Dividend income
Dividend income from investments in Economic Rights is recognised in profit or loss on the date that the
right to receive payment of the dividend is established, when it is probable that the economic benefits
will flow to the Fund and the amount of the dividend can be reliably measured.
Distributions to unit holders
Distributions payable to unit holders are recognised in profit or loss as finance costs in the period in
which they are declared by the Board of the Manager.
Financial assets and financial liabilities
A financial asset or liability is recognised when the Fund becomes a party to the contractual provisions
of the asset or liability (i.e. trade date).
Financial assets are derecognised if the Fund’s contractual rights to the cash flows from the financial
assets expire or if the Fund transfers the financial asset to another party without retaining control
or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Fund’s
obligations specified in the contract expire or are discharged or cancelled.
Economic Rights of Fonterra shares
The Economic Rights of Fonterra shares are measured at fair value. Changes in fair value are recognised
as investment income or expense in profit or loss. The Economic Rights are a current asset.
Basis of Preparation CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Amounts attributable to unit holders
The Fund has an obligation to repurchase units from Farmers, the Registered Volume Providers and
Fonterra, therefore the amounts attributable to unit holders is a financial liability. It is presented as a
financial liability because it does not meet the limited set of criteria that would allow it to be presented
as equity. The amounts attributable to unit holders is a current liability.
The Fund manages its amounts attributable to unit holders on a fair value basis. Therefore, the Fund
has elected to measure the amounts attributable to unit holders at fair value. Changes in fair value are
recognised as finance costs in profit or loss.
Tax
The Fund has elected to be a ‘foreign investment variable-rate Portfolio Investment Entity’ for
New Zealand income tax purposes. Due to this election, income is effectively taxed in the hands
of the unit holders and therefore the Fund has no tax expense, current tax payable or deferred tax
assets or liabilities.
The Fund will attribute PIE income (being Fonterra dividends) to unit holders and pay tax on that income
at each relevant unit holder’s nominated prescribed investor rate (PIR), being their applicable tax rate,
subject to the option to apply the non-resident withholding tax rules in respect of Notified Foreign
Investors. When the Fund receives Fonterra dividends the Fund will retain an amount from dividends
distributed to a unit holder to satisfy the PIE (or withholding) tax liability in relation to that unit holder
and pay amounts owing direct to the IRD. It is not anticipated that the Fund will have a PIE tax loss or
excess tax credits which will be attributed to unit holders.
d) New standards and interpretations
Accounting standards effective from 1 August 2024
No new or amended standards and interpretations that became effective for the year ended
31 July 2025 have had a material impact to the Fund.
Accounting standards issued but not yet effective
There are no new or amended standards that are issued but not yet effective that are expected
to have a material recognition or measurement impact to the Fund.
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Financial Statements

Notes to the Financial Statements
FOR THE YEAR ENDED 31 JULY 2025
The Fund uses the following fair value hierarchy that reflects the significance of the inputs used in
making the measurements:
–Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
–Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued using: quoted prices in active
markets for similar instruments; quoted prices for identical or similar instruments in markets that are
considered less than active; or other valuation techniques for which all significant inputs are directly or
indirectly observable from market data.
–Level 3: Valuation techniques using significant unobservable inputs. The Fund has no Level 3 instruments.
The Fund’s amounts attributable to unit holders is a Level 1 instrument as the unit price is quoted on the
NZX Main Board, which is considered to be an active market. The Manager considers market prices to
be the most representative measure of fair value as they are used by market participants as a practical
expedient for fair value measurement.
Where there is a bid and ask price, the Fund uses the price within that range that is most representative
of fair value. Where the last traded price is within that range, the Fund uses the last traded price as fair
value. Where the last traded price falls outside that range the Fund uses the mid-point between the bid
and ask prices.
The market is monitored on an on-going basis to confirm that it remains active for the purposes of
establishing fair value.
Economic Rights are Level 2 instruments as Economic Rights are not listed and there is no active market
for Economic Rights assets. Economic Rights are valued using the quoted price of units (which are
considered to be a materially comparable instrument) in the Fund listed on the NZX Main Board.
There have been no transfers between the categories in the fair value hierarchy during any of the
periods presented.
Capital risk management
The Fund manages its amounts attributable to unit holders as capital, notwithstanding that amounts
attributable to unit holders is classified as a financial liability.
While the Fund is capped under Flexible Shareholding, Fonterra continues to monitor the Fund size,
relative to total Co-operative shares on issue. Under Flexible Shareholding the aggregate number
of Co-operative Shares which are at any time the subject of Fund Arrangements shall not exceed
an amount (“Overall Limit”) equal to 10% of the total number of Co-operative Shares on issue.
1 Financial risk management
The Fund was primarily established to invest in Economic Rights and issue units to investors. As such its
only investment comprises of Economic Rights. Through the holding of this investment and issuing units
to unit holders, the Fund has limited net exposure to market price risk and liquidity risk. The Fund has no
direct exposure to interest rate, foreign exchange or credit risk. The risk management policies employed
by the Fund are discussed below.
Market price risk
Market price risk is the risk that the value of an instrument will fluctuate as a result of changes in market
prices, whether caused by factors specific to an individual instrument, its issuer or factors affecting all
instruments traded in the market.
The Fund’s financial instruments primarily comprise of investments in the Economic Rights and amounts
attributable to unit holders which are both carried at fair value with fair value changes recognised in
profit or loss. Both of these instruments are exposed to market price risk. Any change in the market
price of the units will result in an equal and opposite change in the market price of the Economic Rights.
Hence, no impact on profit or loss in the Statement of Comprehensive Income is expected due to
changes in market prices.
Liquidity risk
Liquidity risk is the risk that the Fund will not be able to meet its financial obligations as they fall due.
The Fund is not exposed to cash redemptions and only certain parties are permitted to redeem their
units. Where permitted parties redeem units, the Fund will transfer one Economic Right for each unit
redeemed to meet the redemption. Unit holders will not otherwise have the ability to redeem their
units or exchange them for Shares. Hence, the Fund does not have significant liquidity risk.
Financial instruments fair value
The Fund measures the Economic Rights and amounts attributable to unit holders at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
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Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
2 Economic Rights of Fonterra shares
The Economic Rights are held on trust for the Fund by the Custodian under the Fonterra Economic
Rights Trust.
31 JULY 202531 JULY 2024
Value of Economic Rights ($ million)751424
Number of Economic Rights107,410,984107,410,984
The Economic Rights are measured at fair value, calculated as the number of Economic Rights held
multiplied by the established fair value for each Economic Right.
$ MILLION
31 JULY 202531 JULY 2024
Opening value of Economic Rights 424325
Revaluation of Economic Rights32799
Closing value of Economic Rights751424
3 Amounts attributable to unit holders
At 31 July 2025, there were 107,410,984 units on issue (31 July 2024: 107,410,984 units), including
one Fonterra unit held by the Custodian, which was issued at inception of the Fund.
The amounts attributable to unit holders is measured at fair value, calculated as the number of units
on issue multiplied by the market price per unit at the reporting date. At 31 July 2025, the market price
per unit was $6.99 (31 July 2024: $3.95). The fair value after reflecting market price movements during
the year ended 31 July 2025 is $751 million attributable to unit holders (31 July 2024: $424 million).

4 Reconciliation of net cash flow from operating activities to profit
$ MILLION
31 JULY 202531 JULY 2024
Reconciliation of profit for the year to net cash flows
from operating activities
Profit for the year––
Adjustments for:
– Fair value gain on revaluation of Economic Rights of Fonterra shares(327)(99)
– Net increase in fair value of amounts attributable to unit holders32799
– Distributions paid to unit holders6759
– Capital return received–54
Net cash flows from operating activities67113
5 Net assets per security
As at 31 July 2025, the net assets per unit on issue was $6.99 (31 July 2024: $3.95).
6 Commitments and contingent liabilities
The Fund has no material commitments or contingent liabilities as at 31 July 2025 (31 July 2024: nil).
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Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
7 Related parties
FSF Management Company Limited
FSF Management Company Limited is the Fund’s Manager whose sole role is to manage the Fund and
its property as a passive investment vehicle under the Trust Deed. Under the Trust Deed, the Manager
is not entitled to any fees in respect of its services.
Key Management Personnel
Key Management Personnel (KMP) are those people with the responsibility and authority for planning,
directing and controlling the activities of an entity. As the Fund does not have any employees or
directors, KMP are considered to be the Directors of the Manager.
As at 31 July 2025 150,541 units with a value of $1,052,282 were held by KMP (31 July 2024: 150,541
units with a value of $594,637).
Fonterra Co-operative Group Limited
Under the Authorised Fund Contract, Fonterra provides administrative services in relation to the Fund
for the Manager and meets the operating expenses of the Fund, including the fees of the Directors of
the Manager.
The Manager and the Trustee have agreed that Fonterra will meet the day-to-day operating costs of
the Fund. In addition, the Fund will use corporate facilities, support functions and services provided by
Fonterra. All of these services will be provided at no cost to the Fund.
There are some costs that will not be covered by Fonterra. These principally relate to circumstances
where the Manager has breached certain obligations or seeks to bring claims outside the ambit of those
which Fonterra has undertaken to pay. In these circumstances, the Manager would have to seek funding
from other sources. This could include seeking a resolution of unit holders that they agree to bear the
relevant costs through a deduction from distributions that would otherwise be made by the Fund.
Contract for Units Scheme
Fonterra’s Contract Fee for Units Scheme is no longer available to new participants, but will continue to
hold units for existing participants. Under Fonterra’s Contract Fee for Units Scheme, Fonterra provided
services and financial assistance to The New Zealand Guardian Trust Company Limited, as trustee of The
Contract Fee Trust, to acquire, on market, and hold units on behalf of Fonterra’s contract milk suppliers
participating in the Scheme. The purchase of units under the Contract Fee for Units Scheme was put
on hold from 6 May 2021 as part of Fonterra’s capital structure review and, as noted above, is no longer
available to new participants.
During the year ended 31 July 2025 on behalf of Fonterra’s contract milk suppliers participating
in Fonterra’s Contract Fee for Units Scheme, The New Zealand Guardian Trust Company Limited,
as trustee:
–Did not purchase any units (31 July 2024: purchased 2,238 units for $7,990);
–Sold 4,828 units for $24,575 (31 July 2024: sold 1,337 units for $5,241); and
–Distributed 28,607 units to contract milk suppliers (31 July 2024: 55,198 units).
As at 31 July 2025, The New Zealand Guardian Trust Company Limited, as trustee of The Contract Fee
Trust does not hold any units for participating contract milk suppliers (31 July 2024: 33,435 units).
Fonterra Farmer Custodian Limited
The Fund has appointed Fonterra Farmer Custodian Limited, a subsidiary of Fonterra, to provide
custodian services. The Economic Rights are held on trust for the Trustee by the Custodian under
the Fonterra Economic Rights Trust. Custodian services are provided at no cost to the Fund.
As at 31 July 2025, the Custodian holds 107,410,984 (31 July 2024: 107,410,984) Fonterra shares on
trust for the Fund.
Fonterra (Delegated Compliance Trading Services) Limited (DCT)
DCT is a wholly owned subsidiary of Fonterra which undertakes delegated compliance trading in the
Fund on behalf of Fonterra’s farmer shareholders.
On 4 October 2024, DCT made a net purchase of 7,684 units for $27,431 on behalf of Fonterra Farmer
shareholders participating in the 2024/25 season Delegated Compliance Trading Scheme. In the prior
year, on 5 October 2023, DCT made a net sale of 1,472 units for $3,327. The sale or purchase of units
with the Fonterra farmer shareholders are transacted on the same day. Therefore, no units are held by
DCT on behalf of Fonterra’s farmer shareholders at the close of trading.
Fund expenses
Fonterra, the Manager, the Trustee and the Custodian have entered into the Authorised Fund Contract,
which authorises the Fund to operate as an Authorised Fund and regulates the relationship between
Fonterra and the Fund.
Under the Authorised Fund Contract all expenses relating to the Fund are incurred and paid by either
Fonterra or the Manager. The costs of running the Fund include services by Fonterra for which there is
no payment made, as well as services for which the Fund contracts to third parties.
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Notes to the Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Included within the total expenses incurred and paid by Fonterra during the year ended 31 July 2025
with respect to the Fund are the following amounts paid to KPMG, appointed as auditor of the Fund:
–Fees for the annual audit of the financial statements of $29,000 (31 July 2024: $28,000); and
–Fees for the review of the interim financial statements of $12,500 (31 July 2024: $12,000).
KPMG has not provided any other audit related services during the year ended 31 July 2025
(31 July 2024: nil).
KPMG has not provided any non-audit related services during the year ended 31 July 2025
(31 July 2024: nil).
Dividends received from Fonterra
The dividends received are presented in the following table.
$ MILLION
YEAR ENDED
31 JULY 2025
YEAR ENDED
31 JULY 2024
2025 Interim dividend received - 22.0 cents per Economic Right
1
24–
2024 Final dividend received - 40.0 cents per Economic Right
2
43–
2024 Interim dividend received - 15.0 cents per Economic Right
3
–16
2023 Final dividend received - 40.0 cents per Economic Right
4
–43
1 This was distributed on to unit holders on 8 April 2025 and represented a cash distribution of 22.0 cents per unit, which
included a $0.3 million supplementary dividend for non-resident unit holders. The Distribution Reinvestment Plan did not
apply to this distribution.
2 This was distributed on to unit holders on 11 October 2024 and represented a cash distribution of 40.0 cents per unit.
The Distribution Reinvestment Plan did not apply to this distribution.
3 This was distributed on to unit holders on 11 April 2024 and represented a cash distribution of 15.0 cents per unit.
The Distribution Reinvestment Plan did not apply to this distribution.
4 This was distributed on to unit holders on 13 October 2023 and represented a cash distribution of 40.0 cents per unit.
The Distribution Reinvestment Plan did not apply to this distribution.
8 Subsequent events
Fonterra divestment
On 22 August 2025, Fonterra announced it had agreed to sell its Consumer and associated businesses to
B.S.A. SAS (Lactalis), subject to certain conditions. Fonterra is targeting a tax free capital return of $2 per
share to Fonterra shareholders and unit holders, which is not reflected in these financial statements as it
was not declared or finalised at balance date.
Declaration of distribution
On 24 September 2025, the Board of Directors of Fonterra declared a fully imputed final dividend
of 35 cents per share. Following Fonterra’s dividend declaration, the Board of the Manager declared
a distribution of 35 cents per unit for the year ended 31 July 2025. The distribution will be paid on
15 October 2025 to the unit holders on the register at 2 October 2025.
The Distribution Reinvestment Plan does not apply to this distribution.
Changes in unit price
Units are traded on the NZX and accordingly the unit price changes regularly, including during the period
between balance date and the date these financial statements were authorised for issue. Changes in the
market price of the units result in a corresponding change in the value of the Economic Rights asset held
by the Fund. Daily unit prices are available on the NZX website.
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Independent Auditor’s Report
FOR THE YEAR ENDED 31 JULY 2025
To the unit holders of Fonterra Shareholders’ Fund
Report on the audit of the financial statements
Opinion
We have audited the accompanying financial statements which comprise:
–the statement of financial position as at 31 July 2025;
–the statements of comprehensive income, changes in amounts attributable to unit holders and
cash flows for the year then ended; and
–notes, including material accounting policy information and other explanatory information.
In our opinion, the accompanying financial statements of Fonterra Shareholders’ Fund (the Fund) on
pages 7 to 15 present fairly, in all material respects:
–the Fund’s financial position as at 31 July 2025 and its financial performance and cash flows for
the year ended on that date; and
–in accordance with New Zealand Equivalents to International Financial Reporting Standards
(NZ IFRS) issued by the New Zealand Accounting Standards Board and the International Financial
Reporting Standards (IFRS Accounting Standards) issued by the International Accounting
Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
We are independent of Fonterra Shareholders’ Fund in accordance with Professional and Ethical Standard
1 International Code of Ethics for Assurance Practitioners (Including International Independence
Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (IESBA Code), as applicable to audits of
financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in
accordance with Professional and Ethical Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report.
Other than in our capacity as auditor we have no relationship with, or interests in, the Fund.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to
determine the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as a whole. The materiality for the
financial statements as a whole was set at $5,350,000 determined with reference to a benchmark of
the Fund’s total assets. We chose the benchmark because, in our view, this is a key measure of the
Fund’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements in the current period. The Fund only invests in Economic Rights of
Fonterra Shares (Economic Rights). The value of the Economic Rights is based on the price of the Units in
the Fund which are quoted on the NZX Main Board. Given the nature of the Fund’s operations, we have
determined that there are no key audit matters to communicate in our report.
Other information
The Manager, on behalf of the Fund, is responsible for the other information. The other information
comprises information included in the Annual Report but does not include the financial statements and
our auditor’s report thereon.
Our opinion on the financial statements does not cover any other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears materially misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
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Notes to the Financial Statements Independent Auditor’s Report

Independent Auditor’s Report CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Use of this independent auditor’s report
This independent auditor’s report is made solely to the unit holders as a body. Our audit work has been
undertaken so that we might state to the unit holders those matters we are required to state to them in
the independent auditor’s report and for no other purpose. To the fullest extent permitted by law, none
of KPMG, any entities directly or indirectly controlled by KPMG, or any of their respective members
or employees, accept or assume any responsibility and deny all liability to anyone other than the unit
holders for our audit work, this independent auditor’s report, or any of the opinions we have formed.
Responsibilities of the Manager for the financial statements
The Manager, on behalf of the Fund, is responsible for:
–the preparation and fair presentation of the financial statements in accordance with NZ IFRS issued
by the New Zealand Accounting Standards Board and IFRS Accounting Standards issued by the
International Accounting Standards Board;
–implementing the necessary internal control to enable the preparation of a set of financial statements
that is free from material misstatement, whether due to fraud or error; and
–assessing the ability of the Fund to continue as a going concern. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they either
intend to liquidate or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objective is:
–to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error; and
–to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in
accordance with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board (XRB) website at: https://www.xrb.govt.nz/standards/assurance-standards/
auditors-responsibilities/audit-report-2/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Jodi Newth.
For and on behalf of:
KPMG
Auckland
24 September 2025
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Notes to the Financial Statements Independent Auditor’s Report

Statutory information
FOR THE YEAR ENDED 31 JULY 2025
Twenty largest unit holders
as at 31 July 2025
UNIT HOLDER
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
New Zealand Depository Nominee Limited7,949,5277.40
Accident Compensation Corporation4,420,8484.12
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>4,410,2494.11
BNP Paribas Nominees (NZ) Limited - NZCSD4,154,2403.87
Custodial Services Limited2,110,4501.96
Craigmore Dairy II Services Limited2,069,5081.93
Citibank Nominees (New Zealand) Limited1,544,5201.44
Tea Custodians Limited Client Property Trust Account1,468,5281.37
JBWere (NZ) Nominees Limited <NZ Resident A/C>1,303,5061.21
HSBC Nominees (New Zealand) Limited966,8490.90
Forsyth Barr Custodians Limited826,5850.77
FNZ Custodians Limited778,9260.73
Michael Douglas Hammond & Helen Mavis Hammond &
Leigh Joseph Horton
770,2700.72
Leo Francis Dooley755,0000.70
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited704,8670.66
Peter John Dooley685,0000.64
Forsyth Barr Custodians Limited <PIR-17.5>618,3210.58
Admins Custodial Nominees Limited591,6770.55
Century Securities Limited590,0000.55
Peter Thomas Borrie & Adrienne Helen Borrie528,3040.49
37,247,17534.68
Total quoted units on issue107,410,983100.00
Mila & Mike, Taranaki
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Spread of unit holders
as at 31 July 2025
SIZE OF HOLDING
NUMBER
OF HOLDERS
NUMBER
OF UNITS
% OF TOTAL
ISSUED UNITS
1 - 1,000 2,4971,178,4991.10
1,001 - 5,0002,3355,843,1035.44
5,001 - 10,0006895,315,4924.95
10,001 - 100,00093933,112,63330.83
100,001 and over16361,961,25757.68
Tot al
1
6,623107,410,984100.00
1 Total includes the Fonterra unit (which is not quoted).
Substantial product holders
As at 31 July 2025 no unit holders had filed substantial product holder notices in accordance with the
Financial Markets Conduct Act 2013.
As at 31 July 2025 the Fund had 107,410,983 quoted units, and one Fonterra unit, on issue.
Director remuneration
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees
payable to the Directors (including former Directors) of the Manager. During the 12 months ended
31 July 2025, Fonterra paid the following amounts to the Directors in the form of fees:
DIRECTORTOTAL REMUNERATION ($)
Mary Jane Daly (Chair)90,000
Carlie Eve60,000
Alastair Hercus60,000
These amounts exclude GST, where applicable. Directors of the Manager are not paid any additional
remuneration for their roles on the Board committees.
Currently, Directors of the Manager that have been appointed by Fonterra are not paid any
remuneration, in addition to their remuneration as Directors of Fonterra, for their service on the
Board of the Manager.
Holdings of directors of the manager
As at 31 July 2025
The following Directors of the Manager have disclosed relevant interests in units of the Fund:
DIRECTORNUMBER OF UNITSNATURE OF INTEREST
Mary Jane Daly (Chair)3,500Power to control and exercise a right to vote and to control
the acquisition and disposal of these units
Andrew Macfarlane123,724Power to control and exercise a right to vote and to
control the acquisition and disposal of these units held by
Pencarrow Farm Limited
Andrew Macfarlane10,000Trustee and non-beneficial interest held by Stonylea Trust
Andrew Macfarlane4,000Trustee and beneficial interest held by GW and MA
Macfarlane Family Trust
Andrew Macfarlane9,317Partner in Deebury Pastoral Partnership
Statutory information CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
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Statutory information CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Interests register
The Manager is required to maintain an interests register in which the particulars of certain
transactions and matters involving the Directors of the Manager must be recorded. The interests
register is available for inspection on request.
General disclosures of interest
During the financial year, Directors of the Manager disclosed new interests (including changes to
previously disclosed interests), or a cessation of interests (indicated in italics), in the following entities
pursuant to section 140 of the Companies Act 1993:
DIRECTORNATURE OF INTEREST
Mary Jane Daly (Chair)
Director, Kiwi Property Group Limited (ceased July 2025)
Trustee, M. F. Daly Family Trust (ceased June 2025)
Trustee, Natalia Mander Trust (ceased June 2025)
Director and Chair, Partners Life Limited
Director and Chair, Partners Group Holdings Limited
Alastair Hercus
Director, Mid-town Agency Services Limited (ceased September 2024)
Director, Capital Agency Services Limited (ceased December 2024)
Director, Buddle Findlay Limited (ceased September 2024)
Director, Findgard Investments Auckland Limited (ceased September 2024)
Director, Findgard Investments Limited (ceased September 2024)
Director and Shareholder, Budfin Nominees Limited (ceased September 2024)
Andrew Macfarlane
Director and Shareholder, Riverbank Farm (Ashburton) Limited (ceased July 2025)
Director and Shareholder, Stoneybeck Holdings Limited (amalgamated April 2025)
Director and Chair, W. H. Collins & Co., Limited
Director, Du Velle Properties Limited
John Nicholls
Director and indirect Shareholder, Valley View Farming Limited
Specific disclosures of interest
During the financial year, no Director of the Manager specifically disclosed any transaction in which
that Director had entered into with the Manager.
Donations
No donations were made by the Fund or the Manager during the financial year ended 31 July 2025
(31 July 2024: nil).
NZX diversity reporting requirements
The table below provides a quantitative breakdown as to the gender composition of the Board of the
Manager as at 31 July 2025.
SELF-IDENTIFY AS FEMALESELF-IDENTIFY AS MALE
AS AT 31 JULY2025202420252024
Directors2233
There are no Officers of the Manager.
NZX waivers
A summary of waivers and approvals granted by NZ RegCo in relation to the NZX Listing Rules, which
have been relied upon by the Fund in the year ended 31 July 2025, can be found at www.fonterra.com
in the ‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Exchange Waivers’.
NZX non-standard designation
The Fonterra Shareholders’ Fund has been granted a ‘Non-Standard’ (“NS”) designation by NZ
RegCo. This designation was granted because of the unique governance arrangements and unit
holder restrictions.
ASX delisting
In January 2025, the Manager received conditional approval to remove the Fund from the official list
of the ASX. The Fund complied with the conditions and was removed from the ASX at the close of ASX
trading on 27 February 2025.
FSF units last traded on 25 February 2025. FSF units were placed into a two day voluntary suspension
from close of trading on 25 February 2025 to enable ASX trades to settle and units from the ASX to be
transferred to the NZX before the Fund was removed from the official list of the ASX.
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Background
The Fund is a registered managed investment scheme under the Financial Markets Conduct Act 2013.
The Fund is required to have a supervisor (trustee) and a manager. The role of the trustee is to hold
the economic benefit of shares held by the Fonterra Farmer Custodian for the benefit of the trustee
of the Fund. The role of the Manager is to issue or offer units in the Fund and to manage the property
of the Fund.
The Manager does not have any employees. Under the Authorised Fund Contract, Fonterra has agreed
to provide the Fund with administrative services and to meet the costs of the general business of the
Fund, including paying the fees and expenses of the Directors.
The Trust Deed defines a narrow function of the Fund which is, in summary to:
–issue units when new Economic Rights of Fonterra shares are held for the benefit of the Fund;
–redeem units when required by a farmer shareholder, Fonterra or the registered volume providers
and direct that the Fonterra Farmer Custodian transfers Fonterra shares to the farmer shareholder,
Fonterra or the Fonterra Farmer Custodian on behalf of the registered volume providers seeking that
redemption; and
–not undertake other trading activities.
The Fund is to be ‘passive’, i.e., it does not actively solicit Economic Rights or the redemption of units
except for undertaking the initial supply offer.
Corporate Governance Principles
The Board’s corporate governance statement takes into consideration contemporary standards in
New Zealand, including the NZX Corporate Governance Code (31 January 2025 edition) (NZX Code).
This corporate governance statement adopted by the Board is current as at 24 September 2025 and
reflects the Board’s role as a manager of a fund with limited operational activity, which in several ways is
different to the corporate governance structure appropriate for a traditional listed company carrying on
an operating business.
Given the special purpose nature of the Fund, as at 31 July 2025, the Manager has determined that a
number of the recommendations in the NZX Code are not appropriate for the Fund or are not relevant.
In accordance with the NZX Listing Rules, the Manager has disclosed in this corporate governance
statement a summary of the corporate governance policies, practices and processes adopted or
followed during the year ended 31 July 2025 or explained why the Manager has decided to not comply
with a particular recommendation (or part thereof) of the NZX Code.
References to ‘Board’ and ‘Directors’ in this statement are to the Board and Directors of the Manager.
The Board of the Manager has approved this corporate governance statement.

Corporate Governance Statement
FOR THE YEAR ENDED 31 JULY 2025
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Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Principle 1: Ethical Standards
Code of Conduct
The Manager has a well-established Code of Conduct that, together with the Board Charter, sets
ethical standards for each member of the Board of the Manager. The Code of Conduct guides the
Directors on:
–the practices necessary to maintain confidence in the Manager’s integrity; and
–the responsibility and accountability of individuals for reporting and investigating reports of
unethical practices.
The Code of Conduct and Board Charter are available on www.fonterra.com in the ‘Investors/
Fonterra Shareholders’ Fund’ section under the heading ‘Charters and policies’ and was last
reviewed in March 2024.
While the Manager has no employees, Fonterra has Whistleblower procedures in place which
apply to Fonterra employees who provide services to the Fund.
Securities Trading Policy and Standard
The Manager has adopted Fonterra’s Securities Trading Policy and Securities Trading Standard
that detail the rules for trading in units and other securities of Fonterra. The Policy and Standard
are available on www.fonterra.com and apply to Directors of the Manager and Directors, officers,
employees and contractors of Fonterra in addition to legal prohibitions on insider trading in
New Zealand and Australia.
Directors’ Unit Holdings
The Independent Directors of Fonterra who are also appointed to the Board of the Manager are
prohibited from acquiring any relevant interest in units. The other Directors of the Manager may
acquire units, and to the extent any units are acquired, these acquisitions will be disclosed to the
market as required by law.
Principle 2: Board Composition and Performance
Board Charter
The Board has statutory responsibilities for the activities of the Manager and the Fund.
The roles and responsibilities of the Board are set out in its Board Charter. Its roles and
responsibilities include:
–monitoring the performance of the Fund and the implementation of its objectives;
–monitoring compliance with the legal and regulatory requirements and ethical standards; and
–monitoring compliance with, and ensuring the unit holders’ interests are managed and protected in
accordance with, the constituent documents for the Fund.
Given the Fund’s limited operational activity, the Manager has limited discretion in respect of the
day-to-day management of the Fund. To the extent that any material exercise of discretion or other
decision-making authority is required, that discretion or authority is exercised by the Board.
The Board seeks independent professional advice when it considers that appropriate. Fonterra pays the
costs of independent professional advice in accordance with the Authorised Fund Contract.
The Board Charter is available on www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’
section under the heading ‘Charters and policies’.
Board Appointments
The constitution of the Manager provides for five Directors and sets out how they are appointed.
In accordance with the procedure set out in the Trust Deed, unit holders are entitled to elect three
Directors (Elected Directors) and may remove and replace any Elected Director.
The three Elected Directors must be ‘Independent Directors’ for the purposes of the NZX Listing Rules.
At the date of this statement the three Elected Directors are Mary Jane Daly, Carlie Eve and Alastair
Hercus. One Elected Director is required to retire at each annual meeting of the Fund. The Chair of the
Board must be one of the three Elected Directors. Mary Jane Daly is the Chair.
The remaining two Directors are appointed, and can be replaced, by Fonterra. There is no requirement
as to who the Fonterra-appointed Directors must be. While they need not be Directors of Fonterra, the
current people that Fonterra has appointed (Andrew Macfarlane and John Nicholls) are both Directors
of Fonterra.
Skills required of a Director on the Board of the Manager include governance experience, preferably
of a listed entity, financial and capital markets knowledge, an understanding of co-operatives, and
risk management experience. Each Director on the Board in the 2025 year possesses these skills
and experience.
The Manager has written agreements with each of its Directors.
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Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Disclosure
Information about each Director (including experience, length of service, independence and ownership
interests and attendance at Board meetings) is disclosed below or in the ‘Our Board’ section of this
annual report.
Board Tenure
The graphic below shows the tenure of the current Board members including the average length of
service on the Board.
Diversity Policy
Given the small size of the Board, and as Directors are either elected by unit holders or appointed by
Fonterra, the Manager has not followed recommendation 2.5 of the NZX Code and has not implemented
a gender diversity policy for the Board.
See the table under the ‘NZX Diversity Reporting Requirements’ section of this annual report, which
provides a quantitative breakdown as to the gender composition of the Board of the Manager and
Officers of the Manager as at 31 July 2025.
Director Training
Directors are expected to keep themselves abreast of changes and trends in economic, political, social
and legal climate generally. Directors are also expected to keep up to date with governance issues.
The Manager requests the Management of Fonterra to provide Fonterra-specific training to remain
current on how best to perform their duties as Directors of the Manager.
Performance Assessment
The Board assesses its performance against its role and the Board Charter and the performance of the
Audit and Risk Committee against the Audit and Risk Committee Charter.
Director Independence
As at 31 July 2025, the Board of the Manager comprised five Directors. The Board has considered which
of the Directors are Independent Directors for the purposes of the NZX Listing Rules and has determined
that, as at 31 July 2025, Mary Jane Daly, Carlie Eve and Alastair Hercus are Independent Directors.
As such, a majority of the Board of the Manager are ‘Independent Directors’ for the purposes of the
NZX Listing Rules.
The factors relevant to determining whether a Director is an Independent Director are the criteria in
the NZX Listing Rules for Independent Directors, including having regard to the factors described in the
NZX Code that may impact Director independence.
Division of Roles
In accordance with the Trust Deed the Chair of the Board must be one of the three unit holder Elected
Directors, who are required to be Independent Directors.
The Manager does not have a CEO, so recommendation 2.10 of the NZX Code that the Chair and the
CEO must be different people is not applicable.
Company Secretary
The Company Secretary for the Manager is currently Fonterra’s Director of Legal and has a direct line
of communication with the Chair of the Board (and by default, the Audit and Risk Committee (which is
the Board)).
The Company Secretary is not paid by the Manager.
Average
Board Tenure
3.2 years
0-3 years: 3
3-6 years: 2
Board and Audit and Risk Committee Attendance
The table below reports attendance of Directors at Board and Audit and Risk Committee meetings
during the 2025 reporting period. Board and Audit and Risk Committee meetings are held together.
Board/Audit and Risk Committee Meetings 1 August 2024 – 31 July 2025
BOARDAUDIT AND RISK COMMITTEE
MEETINGSATTENDEDMEETINGSATTENDED
Mary Jane Daly3333
Carlie Eve3333
Alastair Hercus3333
Andrew Macfarlane3333
John Nicholls3333
In addition to the above, all members of the Board attended the Annual Meeting of unit holders, held on
18 November 2024.
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Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Principle 3: Board Committees
Audit and Risk Committee
The Board acts as the Audit and Risk Committee for the Fund. The Chair of the Audit and Risk
Committee is the Chair of the Board. Due to the limited nature of the Fund’s operations, the Board does
not consider it necessary to comply with recommendation 3.1 of the NZX Code to have a separate Chair
for the Audit and Risk Committee.
The Board acting as Audit and Risk Committee is responsible for:
–providing oversight in relation to financial reporting and regulatory compliance; and
–reviewing financial reporting processes, internal controls, the audit process and the process for
monitoring legal and regulatory compliance.
The Manager has implemented a formal Audit and Risk Committee Charter which sets out the
responsibilities of the Audit and Risk
Committee in full and establishes a framework for the Fund’s relationship with its external auditor.
The Audit and Risk Committee Charter is available at www.fonterra.com in the ‘Investors/Fonterra
Shareholders’ Fund’ section under the heading ‘Charters and policies’.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor of
the Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of the
external auditor and also acts as a forum for communication between the Board and the auditor where
appropriate. The Audit and Risk Committee asks the external auditor to attend the annual unit holder
meeting and be available to answer questions relevant to the financial statements.
Remuneration Committee
Given the small size of the Board and the fact the Fund has no employees, the Manager has
not established a separate Remuneration Committee and therefore has decided not to follow
recommendation 3.3 of the NZX Code.
Under the Authorised Fund Contract, Fonterra is responsible for the payment of all director fees payable
to the Directors of the Manager.
The remuneration of the Directors of the Manager may be reviewed and adjusted from time to time.
Nominations Committee
Given the small size of the Board, the Manager has not established a separate Nominations
Committee to recommend director appointments to the Board and therefore has decided not to
follow recommendation 3.4 of the NZX Code. The Board is appointed in accordance with the Trust
Deed and the constitution of the Manager. The Board is responsible for establishing the criteria for
determining the suitability of potential Elected Directors and recommending persons suitable for
appointment to the Board.
Other Committees
As recommended by recommendation 3.5 of the NZX Code, the Board has considered whether it is
necessary or appropriate to have any other Board Committees as standing committees. Given the
Fund’s limited operational functions, the Board decided it was not appropriate to have any other Board
committees as standing committees.
The Board subcommittee (comprising of the independent directors on the Board) that was established
by the Board in May 2021 to consider the implications of Fonterra’s capital structure ceased following
the implementation of Fonterra’s Flexible Shareholding structure. The subcommittee did not meet
during the 2025 reporting period.
No Control Transaction Policy
Given the Fund cannot have any controlling interest in Fonterra, the Manager has not established
protocols that set out the procedure to be followed if there is a “control transaction” (such as a takeover
offer or scheme of arrangement) for the Fund (as contemplated by recommendation 3.6 of the
NZX Code).
Principle 4: Reporting and Disclosure
Continuous Disclosure
The Board aims to ensure that unit holders are informed of all major developments affecting the
Fund. Information is communicated to unit holders through NZX annual report and half and full-year
results announcements.
Fonterra and the Manager have agreed to take all steps reasonably required to ensure that information
to be disclosed by either of them under the NZX Listing Rules (other than any information to be
disclosed by Fonterra which only relates to any quoted debt securities issued by Fonterra) is disclosed
simultaneously to the NZX Main Board under both the listing code relating to Fonterra and the listing
code relating to the Fund.
The Manager does not consider it necessary to comply with recommendation 4.1 of the NZX Code and
to have its own continuous disclosure policy. Due to the relationship between units and Fonterra shares,
the majority of continuous disclosure announcements are made by Fonterra in relation to matters
affecting Fonterra and the value of Fonterra shares (and by implication the value of units).
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Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Fund Related Documents
At present the Fund has the following documents available on www.fonterra.com relating to
its governance:
–Board Charter
–Audit and Risk Committee Charter
–Code of Conduct
–Fonterra Group Securities Trading Policy and Securities Trading Standard
–Trust Deed
–Authorised Fund Contract
–A summary of key entitlements for unit holders and the Maximum Holding Restriction
–Fund Size Risk Management Policy
–Fund Prospectus and Investment Statement
–Summary of NZX Waivers
Financial and Non-Financial Reporting
The Manager partially complies with recommendation 4.3 of the NZX Code in that it provides financial
reporting that is balanced, clear and objective.
Given the Fund’s limited operational functions, the Manager does not consider it necessary to
comply with recommendation 4.4 of the NZX Code that recommends it provide non-financial
disclosures annually.
Principle 5: Remuneration
Neither the Manager nor Fonterra award options or provide for retirement benefits to directors. No
special exertion benefits, additional to director fees, are or will be paid without unit holder approval.
As the Manager does not have any employees, it cannot provide any golden parachutes/golden
handshakes to executives. The Manager also does not provide any special retirement allowances or the
likes to departing directors.
Further details of the Directors’ remuneration are contained under ‘Directors’ Remuneration’ within the
Statutory Information section.
Remuneration Policy
Given the small size of the Board, the fact that the Fund has no employees or CEO, and in light of the
arrangements with Fonterra around director remuneration, the Manager has decided not to comply with
recommendations 5.2 and 5.3 of the NZX Code.
Principle 6: Risk Management
The Board is responsible for the risk management of the Fund, including:
–reviewing the principal risks contained in the risk profile of the Fund on an annual basis;
–ensuring that a risk management framework is established which includes policies and procedures to
effectively identify, treat and monitor principal business risks, including consideration of internal audit;
–at least annually assessing the effectiveness of the implementation of the risk management system;
and
–monitoring compliance with the risk management framework.
Given the Fund’s limited operational functions, its general risk and health and safety risk profiles are
limited. The management of risks relating to Fonterra’s operations and which may affect the value of
Fonterra shares and dividends (and therefore the value of units and distributions flowed through to
unit holders) is a matter for the Board and Management of Fonterra and is beyond the control of the
Manager Board. On this basis, the Manager has decided not to follow recommendations 6.1 and 6.2 of
the NZX Code.
To the extent that there are risks that specifically impact the operation of the Fund, the Board reviews
the management of those risks at quarterly intervals. Specific areas of risk reviewed are:
–Regulatory compliance
–Investor confidence
–Data security
–People (Fonterra employees responsible for day-to-day operations of the Fund)
Principle 7: Auditors
External Audit
The Audit and Risk Committee Charter provides a framework for the Fund’s relationship with its
external auditor.
Under the Trust Deed that governs the Fund, Fonterra’s external auditor is also appointed as auditor
of the Fund unless Fonterra requires a different auditor. The Board of the Fund oversees the work of
the external auditor and also acts as a forum for communication between the Board and the auditor
where appropriate.
KPMG has been appointed the external auditor for six consecutive years. The lead audit partner has
served for one consecutive year.
The appointed external auditor has historically attended the annual unit holder meeting, and the lead
audit partner is available to answer relevant questions from unit holders at that meeting.
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Corporate Governance Statement CONTINUED
FOR THE YEAR ENDED 31 JULY 2025
Internal Audit
Due to the nature of the Manager’s role as a manager of a fund with limited operational activity,
recommendation 7.3 of the NZX Code has not been followed and the Manager has no formal or informal
internal audit functions.
Principle 8: Unit Holder Rights and Relations
Investor Centre Website
Fonterra maintains a dedicated investor webpage at www.fonterra.com under ‘Investors’. This website
is an important part of the Manager’s communication with unit holders. It contains financial information,
current and historical annual reports and presentations, dividend and distribution information and
other relevant information pertaining to the Fund. The website is freely accessible to the public and is
updated regularly.
Electronic Communications
The Manager provides an Investor Relations email address which provides unit holders a
mechanism by which they can communicate electronically with the Manager on any matters
relating to their investment. All unit holder-related enquiries are provided with a response within a
reasonable timeframe.
Investors who have provided the Manager with an email address will be sent annual and interim
reports electronically unless they expressly opt to receive hard copy reports and will receive other
communications electronically where requested. Unit holders are strongly encouraged to provide an
email address.
The 2024 Annual Meeting was held as a hybrid meeting. All shareholders had the opportunity to attend,
participate and vote either in person or online. Shareholders were also able to ask questions in person
or online via the online platform during the Annual Meeting. An Online Meeting Guide was provided to
shareholders prior to the 2024 Annual Meeting.
Voting
Under the Trust Deed the Manager and Fonterra need to comply with the provisions of all applicable
Listing Rules before taking action affecting the rights attached to any unit.
Maximum Holding Restriction
Under the Trust Deed, no unit holder and its associates (excluding Fonterra) can hold, or have a
“relevant interest” in, more than 15% of the units on issue or 15% of the voting rights in the Fund,
whichever is lower.
The Trust Deed also contains enforcement provisions to ensure compliance by unit holders with this
restriction. If Fonterra determines that a unit holder is in breach of this restriction, Fonterra may
determine that the unit holder is not entitled to vote some or all of the units it holds in breach of the
restriction and can require that the unit holder dispose of the units held in breach of the restriction. If
the units are not disposed of, the Manager or Fonterra can arrange for their disposal.
Capital Raising
As the Fund has not sought additional equity capital during the year, the Board has not needed to follow
recommendation 8.4 of the NZX Code which recommends the new equity capital raising be undertaken
on a pro rata basis.
Unit Holder Meetings
Mechanisms are in place to promote effective two-way communication with unit holders and to
encourage their participation at unit holder meetings, including:
–the Manager releasing to the NZX Main Board market announcement platform all information sent to
unit holders and will comply with the NZX Listing Rules with respect to unit holder communications;
and
–notices of meetings, which are sent to unit holders at least 20 working days before a meeting and
can be found at www.fonterra.com in the ‘Investors/Fonterra Shareholders’ Fund’ section under the
heading ‘Reports and Annual Meetings Documentation’.
A unit holder may raise matters for discussion or resolution at general meetings, by giving written notice
to the Manager. If the notice is received more than 25 working days before the last day on which notice
of the meeting is due, the Manager is required, at the expense of the Fund, to give notice of the unit
holder proposal and to provide the text of any proposed resolution to all unit holders entitled to receive
notice of the meeting. The unit holder proposing the resolution has the right to prepare a statement
in support of the proposal to include with the notice of meeting (clause 14.1 of the Schedule to the
Trust Deed).
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Registered Office of the Manager of the Fund – New Zealand
109 Fanshawe Street
Auckland Central, Auckland 1010
Telephone: +64 9 374 9000
Registered Office of the Manager of the Fund – Australia
C/o Fonterra Australia Pty. Ltd.
Level 2, 40 River Boulevard
Richmond, Victoria 3121
Telephone: +61 3 8541 1588
Directors of the Manager of the Fund
Mary Jane Daly
Carlie Eve
Alastair Hercus
Andrew Macfarlane
John Nicholls
Company Secretary
Jackie Floyd
Supervisor
The New Zealand Guardian Trust Company Limited
Level 6, 191 Queen Street
Auckland Central, Auckland 1010
New Zealand
Auditor of the Fund and the Manager of the Fund
KPMG
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Legal Advisers to the Manager of the Fund
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland 1010
New Zealand
Share Registrar – New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
Telephone: +64 9 488 8700
insightcreative.co.nz FONTERRA145
Directory
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Shareholders’ Fund Annual Report 2025
fonterra.com

---

Fonterra Shareholders’ Fund

Page 1
Distribution notice
Section 1: Issuer information
Name of issuer Fonterra Shareholders’ Fund
Financial product name/description Fonterra Shareholders’ Fund Units
NZX ticker code FSF
ISIN (If unknown, check on NZX website) NZFSFE0001S5
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 02/10/2025
Ex-Date (one business day before the
Record Date)
01/10/2025
Payment date (and allotment date for DRP) 15/10/2025
Total monies associated with the distribution
1
$37,593,844
Source of distribution (for example, retained
earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.35000000
Gross taxable amount
3
$0.35000000
Total cash distribution
4
$0.35000000
Excluded amount (applicable to listed PIEs) $0.35000000
Supplementary distribution amount $0.06176471
Section 3: Imputation credits and Resident Withholding Tax
5

Is the distribution imputed Fully imputed
Partial imputation
No imputation

1
Based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of Resident Withholding
Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT. This should include any
excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is fully imputed the
imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute advice as to whether or not RWT
needs to be withheld.

Page 2
If fully or partially imputed, please state
imputation rate as % applied
6

Not applicable
Imputation tax credits per financial product Not applicable
Resident Withholding Tax per financial
product
$0.00000000
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any) Not Applicable
Start date and end date for determining
market price for DRP
Not Applicable Not Applicable
Date strike price to be announced (if not
available at this time)
Not Applicable
Specify source of financial products to be
issued under DRP programme (new issue or
to be bought on market)
Not Applicable
DRP strike price per financial product Not Applicable
Last date to submit a participation notice for
this distribution in accordance with DRP
participation terms
Not Applicable
Section 5: Authority for this announcement
Name of person authorised to make this
announcement
Jackie Floyd
Contact person for this announcement Phil van Polanen
Contact phone number +64 21 021 999 59
Contact email address Investor.relations@fonterra.com
Date of release through MAP 25/10/2025


6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.