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D&O Ongoing Disclosure Notice – A Macfarlane

Insider Disclosure28 December 2025FSFConsumer Staples

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ONGOING DISCLOSURE NOTICE

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2) Financial Markets Conduct Act 2013


To NZX Limited; and


Name of listed issuer: Fonterra Shareholders’ Fund

Date this disclosure made: 29 December 2025

Date of last disclosure: 7 November 2024



A Director or senior manager giving disclosure


Full name(s): Andrew Webster Macfarlane

Name of listed issuer: Fonterra Shareholders’ Fund

Name of related body corporate (if applicable):


Position held in listed issuer: Retired Director (ceased 15 December 2025)


B Summary of acquisition or disposal of relevant interest (excluding specified

derivatives



Class of affected quoted financial products: Units in Fonterra Co-operative Group Limited

Nature of the affected relevant interest(s): Shareholder and Director of Pencarrow Farm Limited

For that relevant interest:

Number held in class before acquisition or disposal: 123,724

Number held in class after acquisition or disposal: 86,537

Current registered holder(s): Pencarrow Farm Limited

Registered holder(s) once transfers are registered: Unknown (on-market transactions)



C Summary of acquisition or disposal of specified derivatives relevant interest (if

applicable)


Type of affected derivative:

Class of underlying financial products:

Details of affected derivative-

The notional value of the derivative (if any) or the

notional amount of underlying financial products (if

any):


A statement as to whether the derivative is cash settled

or physically settled:


Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price specified in the terms of the derivative (if

any):


Any other details needed to understand how the

amount of the consideration payable under the

derivative or the value of the derivative is affected by


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the value of the underlying financial products:


For that derivative, -

Parties to the derivative:

If the director or senior manager is not a party to the

derivative, the nature of the relevant interest in the

derivative:



D Details of transactions giving rise to acquisition or disposal


Total number of transactions to which notice relates:


Two


Details of transactions requiring disclosure-

Date of transaction: (a) 19 December 2025

(b) 22 December 2025


Nature of transaction: On-market sale of FSF Units, in the name of

Pencarrow Farm Limited (of which Mr Macfarlane is a

Director and Shareholder).

Name of any other party or parties to the transaction (if

known):

Unknown (on-market transactions)

The consideration, expressed in New Zealand dollars,

paid or received for the acquisition or disposal. If the

consideration was not in cash and cannot be readily by

converted into a cash value, describe the

consideration:

(a) NZD8.3200 per Unit (sell)

(b) NZD8.2711 per Unit (sell)


Number of financial products to which the transaction

related:

(a) 20,000 Units (sell)

(b) 17,187 Units (sell)

If the issuer has a financial products trading policy that

prohibits directors or senior managers from trading

during any period without written clearance (a closed

period) include the following details—


Whether relevant interests were acquired or disposed

of during a closed period:

No

Whether prior written clearance was provided to allow

the acquisition or disposal to proceed during the closed

period:

Not applicable

Date of the prior written clearance (if any): Not applicable


E Summary of other relevant interests after acquisition or disposal:



Class of quoted financial products: Units in Fonterra Co-operative Group Limited

Nature of relevant interest: Partner of the Deebury Pastoral Partnership

For that relevant interest,-

Number held in class: 9,317

Current registered holder(s): Partners of the Deebury Pastoral Partnership


Class of quoted financial products: Units in Fonterra Shareholders’ Fund

Nature of relevant interest: Trustee and beneficiary of the GW & MA Macfarlane

Family Trust


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For that relevant interest,-

Number held in class: 4,000

Current registered holder(s): GW & MA Macfarlane Family Trust


Class of quoted financial products: Units in Fonterra Shareholders’ Fund

Nature of relevant interest: Non-Beneficial Trustee of Stoneylea Trust

For that relevant interest,-

Number held in class: 10,000

Current registered holder(s): Stoneylea Trust


For a derivative relevant interest,-

Type of derivative:

Details of derivative,-

The notional value of the derivative (if any) or the

notional amount of underlying financial products (if

any):


A statement as to whether the derivative is cash settled

or physically settled:


Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other details needed to understand how the

amount of the consideration payable under the

derivative or the value of the derivative is affected by

the value of the underlying financial products:


For that derivative relevant interest,-

Parties to the derivative:

If the director or senior manager is not a party to the

derivative, the nature of the relevant interest in the

derivative:



F Certification


I certify that, to the best of my knowledge and belief,

the information contained in this disclosure is correct

and that I am duly authorised to make this disclosure

by all persons for whom it is made.


Signature of director or officer:



Andrew Webster Macfarlane

Date of signature: 29 December 2025


or


Signature of person authorised to sign on behalf of

director or officer:


Date of signature:


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Name and title of authorised person:


Notes

Use this form to disclose all the acquisitions and disposals by a director or senior manager of a

listed issuer, or of a related body corporate, or in specified derivatives. The disclosure must be

made within—

(a) 20 working days after the first acquisition or disposal disclosed in this notice if the

acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial

Markets Conduct Act 2013; or

(b) in any other case, 5 trading days after the first acquisition or disposal disclosed in this

notice.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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