Fonterra releases materials for February Special Meeting

23 January 2026

Fonterra releases materials for February Special Meeting

Fonterra Co-operative Group Ltd has today provided further details on the upcoming shareholder
vote related to the return of capital that’s expected from the sale of its global consumer and
associated businesses, Mainland Group, to Lactalis.

The Co-operative is targeting a tax-free capital return of $2.00 per share to shareholders and unit
holders, equivalent to around $3.2 billion, once the sale is complete.

See attached a copy of the Notice of Meeting for the upcoming Special Meeting, at which
shareholders will be asked to vote to approve the scheme of arrangement related to the proposed
capital return.

The Special Meeting will be held virtually at 10:30am on Thursday 19 February 2026.

The Notice of Meeting, including the Explanatory Notes, provides shareholders with the information
required to enable them to vote.

In accordance with the Initial Court Orders, relevant materials being sent to farmer shareholders
are also attached.

Update on process to complete divestment

The sale of Mainland Group to Lactalis remains subject to receiving certain regulatory approvals
and separation of the business from Fonterra.

Fonterra can confirm that Lactalis has received approval from Australia’s Foreign Investment
Review Board (FIRB) for the acquisition.

The separation activity is also progressing well and, provided the remaining regulatory approvals
are received within the expected timeframes, the Co-operative now expects the transaction to be
complete in the first quarter of the 2026 calendar year.

Holding the shareholder vote on the capital return in February will enable Fonterra to return capital
to shareholders and unit holders as soon as possible after the transaction is complete.

An overview of how the capital return will work

The capital return will be a pro rata return of capital effected by a Court approved scheme of
arrangement under Part 15 of the Companies Act 1993.

Fonterra Co-operative Group
Page 2


The process of implementing the capital return involves a share buyback and then cancellation and
subdivision of shares so that shareholders hold the same number of shares after the capital return
as they did beforehand.

This is designed to ensure no shareholder’s compliance with Fonterra’s minimum shareholding
requirements or their voting entitlement is affected by the capital return.

As previously indicated, the payment should be tax-free, although it is recommended that
shareholders and unit holders obtain independent tax advice on the effect of the capital return
based on their individual circumstances. Page 8 of the Notice of the Meeting includes a section on
taxation with further details.

Next steps

The capital return requires approval by at least 75% of the votes cast on the resolution at the
Special Meeting.

If the resolution is approved, Fonterra will seek final Court approval to undertake the capital return
subject to divestment completion.

The record date for being eligible for the capital return will be within the five business days prior to
the payment being made to shareholders and unitholders.


ENDS

For further information contact:

Philippa Norman
Fonterra Communications
Phone: +64 21 507 072

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Notice of Special Meeting of Shareholders and
Explanatory Notes
To be held virtually at
10:30am on Thursday, 19 February 2026
Fonterra Special Meeting 2026 -
Capital Return

FONTERRA CO-OPERATIVE GROUP LIMITED SPECIAL MEETING 2026 -
CAPITAL RETURN 3
VIRTUAL MEETING 3
SPECIAL MEETING DOCUMENTS 3
VOTING 3
VOTING ENTITLEMENTS 3
PROXIES OR REPRESENTATIVES 4
VOTES REQUIRED AND QUORUM 4
RESULTS OF VOTING 4
CHAIR’S LETTER 5
PART ONE
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
FONTERRA CO-OPERATIVE GROUP LIMITED 6
BUSINESS 6
APPROVAL OF CAPITAL RETURN 6
PART TWO
EXPLANATORY NOTES TO NOTICE OF SPECIAL MEETING 7
THE SCHEME AND ITS EFFECT 7
TIMETABLE AND KEY STEPS 8
TAXATION 8
RATIONALE FOR THE RETURN OF CAPITAL 8
CONDITIONS OF THE RETURN OF CAPITAL 9
RESERVATIONS OVER SHARES 9
COSTS OF THE SCHEME 9
FURTHER INFORMATION 9
BOARD RECOMMENDATION 9
ARRANGEMENT DOCUMENT 10
APPENDIX A - FINAL COURT ORDERS APPLICATION 11
Contents

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return3
Fonterra Co-operative Group Limited
Special Meeting 2026 - Capital Return
Voting entitlements
A shareholder’s voting entitlement is based on their share backed
milk supply.
‘Supplying Shareholders’ receive one vote for every 1,000
kilograms of milksolids backed by shares that they supplied
to Fonterra during the season ended 31 May 2025. The voting
entitlement of ‘Secondary Shareholders’ is based on share
backed milk supply, up to the ‘agreed percentage’ in relation to
Fonterra’s share standard for the relevant supplying farm. By way
of example:
• if a Supplying Shareholder supplied 100,000 kilograms of
milksolids but held only 75,000 shares, they would have only
75 votes, whereas if they held 100,000 shares they would
have 100 votes; and
• if the ‘agreed percentage’ for a Secondary Shareholder is
50% and the supplying farm supplied 100,000 kilograms of
milksolids but the Secondary Shareholder held only 45,000
shares, they would have only 45 votes, whereas if they held
50,000 shares they would have 50 votes.
If a Supplying Shareholder did not supply last season but now
owns an existing farm that supplied last season, the voting
entitlement for that Supplying Shareholder and any Secondary
Shareholder will be based on that farm’s supply last season or on
the Board’s estimate of milksolids production for this season.
In the case of a dry farm conversion and farm amalgamations/
divisions, voting entitlement is based on one vote for every
estimated 1,000 kilograms of milksolids to be supplied during
the season ended 31 May 2026. Milk supplied on Contract
Supply and milk which is not backed by shares is excluded from
milksolids production when calculating voting entitlements.
In accordance with the Companies Act 1993 (the Companies
Act), the Board has fixed Wednesday, 21 January 2026 following
the close of trading (the Voting Entitlement Time) as the date
for determining voting entitlements of shareholders for this
meeting.
Accordingly, those persons who are, at the Voting Entitlement
Time, registered as shareholders will be entitled to vote at the
Special Meeting in respect of their supply, as noted above,
backed by shares registered in their name at the Voting
Entitlement Time.
A shareholder’s voting entitlement is shown on their Special
Meeting Voting/Proxy Paper, which is enclosed with this pack (if
applicable). If a shareholder appoints a proxy or representative,
the proxy or representative will exercise that shareholder’s voting
entitlement as described above.
Shareholder questions or requests for corrections relating to
voting entitlements should be sent to the Returning Officer
(email: info@electionz.com or phone: +64 3 377-3530).
Virtual meeting
To attend the Special Meeting and participate online,
use the following link to the virtual meeting platform:
https://fonterra.brandlive.com/Fonterra-Special-Meeting-2026/en.
Shareholders may attend and participate in the Special Meeting
virtually via the online platform and will be able to vote and
ask questions during the meeting. Shareholders submitting
questions will be required to enter their name and supply
number. You cannot attend the Special Meeting or vote on the
resolution in person. The Special Meeting will be online only.
More information regarding virtual attendance at the Special
Meeting (including how to vote and ask questions virtually
during the meeting) is set out in the Fonterra Online Meeting
Guide 2026: https://view.publitas.com/fonterra-comms/special-
meeting-fonterra-2026-online-meeting-guide-final.
Special Meeting documents
Each shareholder has been sent:
• this Notice of Meeting booklet which includes:
• A Letter from the Chairman
• Notice of Meeting (including the text of the matter to be
voted on by shareholders)
• Explanatory Notes regarding the matter to be voted on
by shareholders
• A copy of Fonterra’s application to the Court for final
orders sanctioning the return of capital to shareholders
(Appendix A).
• a Special Meeting Voting Paper/Proxy Paper and a freepost
return envelope (only sent to shareholders with voting
entitlements).
Further instructions for voting are set out on the back of the
Special Meeting Voting Paper/Proxy Paper and below.
Voting
Shareholders can vote on the matters to be considered at the
Special Meeting online or by post.
electionz.com Limited (the Returning Officer) has been
authorised by the Board to receive, at the address specified on
the freepost envelope included in the voting pack or otherwise
set out on the Special Meeting Voting/Proxy Paper, and count, all
online and postal votes.
Shareholders can also vote by attending the meeting online or
by appointing a proxy or representative (who can attend the
meeting online to vote on their behalf).
All online and postal votes must be received by the Returning
Officer by 10:30am on Tuesday, 17 February 2026.
This Special Meeting will be held as a virtual meeting at 10.30 a.m. on Thursday, 19 February 2026. Shareholders may participate
using the instructions set out below under the heading ‘Virtual meeting’.

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return4
Proxies or representatives
Proxies
Shareholders may appoint a proxy to attend, and vote at, the
Special Meeting on their behalf. If a shareholder wishes to
appoint a proxy, the shareholder must ensure that the Returning
Officer receives their completed Special Meeting Voting/Proxy
Paper by no later than 10:30am on Tuesday, 17 February 2026.
Shareholders can submit their completed Special Meeting
Voting/Proxy Papers by posting the completed Special Meeting
Voting/Proxy Paper to the address on the Special Meeting
Voting/Proxy Paper (or use the enclosed freepost envelope).
If a shareholder appoints a proxy, the shareholder can either
direct the proxy how to vote or let them decide on the
shareholder’s behalf by ticking the box marked “discretion”.
A proxy need not be a shareholder. A shareholder may, if they
wish, appoint the Chair or any other Director as their proxy. The
Chair and all other Directors intend to vote undirected proxies in
favour of the Resolution.
If, in appointing a proxy, the shareholder does not name a
person to be their proxy, or their named proxy does not attend
the Special Meeting, the Chair will be their proxy and will vote
in accordance with the shareholder’s express direction. If the
shareholder has ticked the box marked “discretion”, the Chair will
exercise that shareholder’s vote in favour of the Resolution.
Once appointed, a proxy can be changed or the shareholder’s
voting direction to their proxy can be changed by lodging a
new Special Meeting Voting/Proxy Paper by written notice to
Fonterra at its registered office (addressed to the Returning
Officer), provided this is received before 10:30am on Tuesday
17 February 2026. A shareholder may revoke the appointment of
any proxy by written notice to Fonterra at its registered office
(addressed to the Returning Officer) by no later than 7:30am on
Thursday, 19 February 2026. If you attend the Special Meeting
online you may, but are not required to, revoke your proxy by
voting on the Resolution.
Corporate representatives
A corporation which is a shareholder may appoint a corporate
representative to vote on its behalf in the same manner as that in
which it could appoint a proxy.
Votes required and quorum
The special resolution will be passed if it is approved by a
majority of 75% or more of the votes of those shareholders
entitled to vote and voting on the Resolution.
There are no voting restrictions on the Resolution to be
considered at the meeting.
Directors of Fonterra who legally and/or beneficially own
shares in Fonterra may vote and be counted in the quorum for
consideration of the Resolution.
Results of voting
The results of voting at the Special Meeting will be posted on
NZX, the Farm Source website and our My Co-op app as soon as
vote counting is complete and the Chair has declared the results.

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return5
Chair’s Letter
Dear Shareholders
Capital Return
On 4 December 2025 we provided further details on our intention to return approximately $3.2 billion of capital to shareholders subject
to, and following, completion of the divestment of Fonterra’s global consumer and associated businesses to Lactalis (the Divestment).
Shareholders approved the Divestment at a special meeting held on 30 October 2025.
As I indicated back in October, the capital return will be a pro rata return of capital effected by a Court approved scheme of
arrangement under Part 15 of the Companies Act 1993. This is the same method used for the Soprole capital return back in 2023.
How will the return of capital actually work and how am I affected?
Subject to completion of the Divestment, Fonterra intends to return approximately $3.2 billion of capital to shareholders - this equates
to approximately $2 per share. The mechanics of how this will work are complex (involving a share buyback, cancellation and subdivision
by way of a Court-approved scheme of arrangement), but are designed to ensure that no shareholder’s compliance with Fonterra’s
minimum shareholding requirements or their voting entitlement is affected by the capital return.
Fonterra has obtained a binding tax ruling from Inland Revenue that the amount paid to shareholders will be treated as a return of
capital and not as a dividend for New Zealand income tax purposes. This means the payment should generally not be taxable for
shareholders, although shareholders are recommended to obtain independent tax advice on the effect of the capital return, based on
their individual circumstances.
What do I need to do?
The capital return requires approval by at least 75% of the votes cast on the resolution at the Special Meeting and is subject to
completion of the Divestment.
If the capital return is approved by shareholders at the Special Meeting, Fonterra will then seek final Court approval to undertake the
return of capital. It is expected that the scheme will occur and payment be made to shareholders within around 15 business days after
the later of: (i) receipt of final Court approval; and (ii) completion of the Divestment (although these target timeframes are indicative only
at this stage, and are subject to change).
Board’s recommendation
The Fonterra Board unanimously recommends that you vote in favour of the resolution.
Yours sincerely
Peter McBride
Chairman

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return6
Notice of Special Meeting of Shareholders of
Fonterra Co-operative Group Limited
PART ONE
Business
Welcome/Introduction.
Approval of Capital Return
Resolution 1: Approval of Capital Return
To consider and, if thought fit, to resolve as a special resolution:
“THAT the scheme of arrangement relating to the return of
capital to shareholders, as set out in the Arrangement Document
incorporated in the Explanatory Notes in the Notice of Meeting,
be approved.”
It is important you read the Explanatory Notes set out
in this Notice of Meeting. This will provide you with the
detail that you need to enable you to vote on the special
resolution set out above.
Notice is given that the Special Meeting of the Shareholders of Fonterra Co-operative Group Limited (“Fonterra”) will be held at
10.30 a.m. on Thursday, 19 February 2026 virtually using the instructions set in this Notice of Meeting booklet.
Peter McBride
Chairman, on behalf of the Board
Notice of Meeting dated 23 January 2026

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return7
Explanatory Notes to Notice of Special Meeting
PART TWO
On 4 December 2025, Fonterra provided an update on its
intention to undertake a capital return to shareholders of
approximately $3.2 billion, once the proceeds of the divestment
of Fonterra’s global consumer and associated businesses to
Lactalis (the “Divestment”) have been received. Shareholders
approved the Divestment at a special meeting held on 30
October 2025, with 88.47% of the total votes cast in favour of it.
The proposed capital return is subject to fulfilment of the
conditions of the capital return (set out on page 9 of this Notice
of Meeting), including completion of the Divestment.
1
If any
condition is not met, for whatever reason, then no capital return
will be made to shareholders in accordance with this Notice of
Meeting, even if the Resolution is passed by shareholders.
The Board has determined that this return of capital should be
effected by way of a Court-approved arrangement under Part
15 of the Companies Act 1993 (“Scheme”). The Board considers
the proposed Scheme to be fair to all shareholders as it achieves
a return of capital on a pro rata basis and the share subdivision
that will occur at the same time ensures that a shareholder’s
compliance with Fonterra’s minimum shareholding requirements,
and their voting rights (which require their milk supply to be
backed by shares, as explained on page 3 of this Notice of
Meeting booklet) are not affected by the share buyback.
On 9 December 2025, Fonterra applied to the High Court
of New Zealand for an order directing Fonterra to put the
Scheme to shareholders. The Court made initial orders on
15 December 2025 which require (amongst other things) the
Scheme to be approved by special resolution of shareholders
(that is, a resolution passed by a 75% majority of the votes of all
shareholders entitled to vote and voting at the Special Meeting).
If the resolution is passed, Fonterra will seek final orders from the
High Court sanctioning the return of capital. The final orders that
are being sought by Fonterra sanctioning the Scheme are set out
in the copy of Fonterra’s application to the Court which appears
as Appendix A of this Notice of Meeting booklet.
If shareholders do not approve the Scheme, it will not proceed
and Fonterra’s application to the High Court will be discontinued.
The Scheme and its Effect
Subject to approval by shareholders, receipt of final orders from
the High Court sanctioning the return of capital, and fulfilment
of the other conditions of the capital return (set out on page 9 of
this Notice of Meeting) the Scheme will result in:
(a) the repurchase and cancellation of one in every three shares
held by each shareholder in Fonterra (together with all rights
attaching to those shares). Fractions of a share to be acquired
by Fonterra will be rounded up or down to the nearest whole
number (with 0.5 rounded up);
(b) at the same time, one share held by each shareholder which
is not repurchased by Fonterra will be subdivided into such
number of ordinary shares as were repurchased from that
shareholder, plus one; and
(c) the payment to each shareholder of $6 for each share
repurchased and cancelled (“Share Cancellation Payment”).
In this way, Fonterra will return to shareholders, on a pro rata
basis, approximately $3.2 billion of capital.
Each shareholder’s individual circumstances are different as
to their backing of supply of milksolids with shares, as well as
their level of compliance with Fonterra’s minimum shareholding
requirements. To avoid altering this, a share subdivision will occur
at the same time so shareholders will, after the share buyback,
continue to hold the same number of shares as they held
immediately before that share buyback. Shareholders will not
pay any sum for the shares they receive as a result of the share
subdivision.
By way of example, if a shareholder supplies 100,000 kgMS to
Fonterra and holds 33,334 shares, by virtue of the share buyback
they would only hold 22,223 shares. They would therefore cease
to be in compliance with Fonterra’s minimum shareholding
requirements (as they would hold less than 1/3 of 100,000 shares).
In addition, their votes would drop from 33 to 22. However, due
to the share subdivision, which will occur at the same time as
the share buyback, the shareholder will continue to hold 33,334
shares after the buyback, so will remain in compliance with the
minimum shareholding requirement and will retain their 33 votes.
For completeness, in relation to the Fonterra Shareholders’ Fund
(“Fund”), shares held by Fonterra Farmer Custodian Limited (as
Custodian of the Fund) would be subject to the Scheme. Shares
would be acquired from the Custodian in the same proportion as
for all other Fonterra shareholders. Due to the share subdivision
that will happen at the same time, the Custodian will remain
after the Scheme holding the same number of shares as there
are issued units, as is currently the case. The payment due to the
Custodian will be paid directly to unitholders recorded as being
unitholders at the Record Date (as that term is defined below).
Subject to the approval of shareholders, the final orders from the
High Court sanctioning the Scheme are expected to be made in
mid-March 2026.
The share register is currently expected to close at 5:00pm (New
Zealand time) on the date that is five business days after the later
of: (a) the date on which the final orders from the High Court
sanctioning the Scheme are made; and (b) the date on which the
Divestment is completed (“Record Date”). This will be for the
purpose of determining the shareholders who will participate
in the Scheme, the number of shares to be acquired from each
such shareholder and consequently the number of shares arising
from the share subdivision, as well as the amount to be paid to
that shareholder for the shares repurchased by Fonterra. The
share repurchase and subdivision will occur on the business day
following the Record Date.
Payment to shareholders (and unitholders) will be made in the
same manner and into the same account as distributions have
previously been made, with a target of one business day after
the implementation of the Scheme (and, in any event, within
five business days of the Record Date). Each shareholder will
also be issued with a new shareholding statement showing the
share repurchase and share subdivision, resulting in the same
number of shares being held by the shareholder following
1
Details of the Divestment, including the conditions to completion of that transaction, as set out in the Notice of Special Meeting in
relation to the proposed sale of Mainland Group Holdings Limited dated 28 September 2025.

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return8
implementation of the Scheme as were held immediately
prior to implementation of the Scheme. Both the payment to
shareholders and the provision of a new shareholding statement
will be undertaken by Fonterra’s share registrar.
Timetable and Key Steps
The timetable of the key steps necessary for the proposed
Scheme is set out in the table below.
Activity Date
Special meeting of
shareholders
10.30am on 19 February 2026
Final orders made by High
Court*
Mid-March 2026
Completion of the
Divestment*
Target date is the first half of
2026
Record Date*The date that is five business
days after the later of (a) the
date on which the final High
Court orders are made; and
(b) the date on which the
Divestment is completed
Implementation Date*One business day after the
Record Date
Payment to shareholders*Target is one business day
after the Implementation
Date (and, in any event,
within five business days of
the Record Date)
* The dates above are indicative only. Completion of the
Divestment is expected to occur at the end of a month, following
satisfaction or waiver of the positive conditions under the sale
and purchase agreement. It is therefore not known at this time
exactly when completion will occur.
Taxation
The following is provided as general guidance as to the tax effect
of the capital return in New Zealand. Shareholders should obtain
independent taxation advice on the effect of the Scheme based
on their individual circumstances.
Fonterra has obtained a binding tax ruling from Inland Revenue
that the amount paid to shareholders will be treated as a return
of capital and not as a dividend for New Zealand income tax
purposes.
This means the payment will generally not be taxable for
shareholders unless made in relation to shares which were
acquired for the purpose of resale (which will not include shares
that a shareholder holds to comply with Fonterra’s minimum
shareholding requirements).
The binding tax ruling was made subject to the conditions that
(a) the amount paid to shareholders on the cancellation of shares
will be less than or equal to the “available subscribed capital
per share” calculated under the ordering rule in s CD 23 of the
Income Tax Act 2007, and (b) the cancellation will be a “fifteen
percent capital reduction” as defined in s CD 22(9). Fonterra
confirms that it is of the opinion both of these conditions will be
met.
Rationale for the Return of Capital
On 22 August 2025, Fonterra entered into a conditional sale
agreement for the Divestment. One of the conditions to the sale
was the approval of the Divestment by Fonterra shareholders
by ordinary resolution. This approval was obtained at a special
meeting held on 30 October 2025.
The other material conditions to be satisfied or waived before
completion of the Divestment can occur are:
(a) Lactalis receiving all consents required under the New
Zealand Overseas Investment Act (commonly referred to as
Overseas Investment Office (OIO) approval);
(b) the requirements of the Australian Foreign Acquisitions
and Takeovers Act being satisfied (commonly referred to as
Foreign Investment Review Board (FIRB) approval);
(c) satisfaction of the requirements of the merger approval
(antitrust/competition law) authorities in each of COMESA
(the Common Market for Eastern and Southern Africa),
French Polynesia, Kuwait, Vietnam, the Kingdom of Saudi
Arabia and New Caledonia;
(d) separation of the consumer and associated businesses from
Fonterra; and
(e) no material adverse change having occurred in respect of the
consumer and associated businesses prior to completion.
The condition in paragraph (a) has been satisfied. Work on the
conditions in paragraphs (b) to (d) above is well underway and,
subject to these steps being completed, Fonterra is targeting a
completion date of the first half of 2026. Fonterra will make an
announcement through NZX when these conditions are satisfied.
Fonterra has been through an extensive exercise to determine
the best use of the cash proceeds once they are received
following completion of the Divestment. Some of the cash
proceeds will be used to retire debt or applied as working capital.
After taking into account Fonterra’s debt and earnings outlook,
the Board has determined that approximately $3.2 billion should
be returned to shareholders by a pro rata return of capital
effected by way of a Court approved scheme of arrangement
under Part 15 of the Companies Act 1993, subject to fulfilment
of the conditions of the capital return (set out on page 9 of this
Notice of Meeting).
In determining the amount of capital to be returned to
shareholders, Fonterra considered a number of factors, including:
(a) forecast cashflows, including expected capital expenditure;
(b) Fonterra’s ability to meet all of its liabilities and maintain its
credit rating;
(c) the level of sustainable earnings following the disposals;
(d) potential risks, including cyclically adverse price relativities
and tax exposures; and
(e) the solvency position of the Fonterra Group.
In reviewing the options for the return of capital, Fonterra’s
objectives included:
(a) certainty that the return of capital would proceed (with a low
level of execution risk);
(b) ensuring that the payment made to shareholders is
appropriately treated as a return of capital for New Zealand
tax purposes (see further information under the heading
“Taxation”);
(c) ensuring the return of capital will be made in a timely manner,
so that shareholders receive cash as soon as possible after
Fonterra receives the funds from the Divestment; and

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return9
(d) adopting a method that ensured all shareholders are treated
on the same basis and that the return of capital does not
alter any shareholder’s compliance with Fonterra’s minimum
shareholding requirements, or their level of voting rights.
The Board considers that the above objectives are met and that
the return of capital is in the best interests of shareholders.
Following the proposed return of capital return to shareholders,
Fonterra’s balance sheet metrics are forecast to stay aligned
within (or below) its targets, being debt to EBITDA of less than
3.0x and gearing of 30-40%.
Directors of Fonterra and associated persons of Directors
who legally and/or beneficially own shares in Fonterra will
participate in the return of capital in exactly the same way as all
other ordinary shareholders of Fonterra. Directors and/or their
associated persons are entitled to vote on the Resolution to
approve the return of capital.
Conditions of the Return of Capital
The capital return by way of payment to shareholders is
conditional on:
(a) the approval of the capital return by shareholders by way of
special resolution;
(b) completion of the Divestment;
(c) the granting by the High Court of final orders approving and
giving effect to the capital return; and
(d) the Board remaining satisfied that Fonterra will, immediately
after the capital return, satisfy the solvency test prescribed
by the Companies Act 1993.
If any of these conditions are not met, the capital return will not
proceed.
Reservations Over Shares
As at 11 January 2026, eight banks had “reservations” registered
with Fonterra’s share registrar (Computershare Investor Services
Limited (“Computershare”)) in respect of a large number of
shareholdings.
A registered reservation has the effect of directing
Computershare to not allow a transfer of the shares subject to
the reservation until authorised to do so by the relevant bank.
As the Scheme will involve a repurchase of shares (being
a transfer of shares to Fonterra), Fonterra has obtained an
authorisation from each of the eight banks that currently hold
reservations to permit each share transfer necessary to give
effect to the Scheme. Each such authorisation has been granted
on the basis that, immediately following the share buyback and
subdivision described above, each reservation will be reinstated
against the same number of shares as it applied to immediately
prior to the share buyback (so that the relevant bank and
shareholder are reinstated to their original positions).
If an additional bank or financier (i.e., one that is not one of
the existing eight banks) seeks to register a new reservation,
Fonterra will engage directly with that bank or financier to
implement a similar arrangement to that described above.
Accordingly, shareholders will not need to engage with
their banks to remove a reservation for the purposes of the
Scheme. Shareholders who have any questions about any other
implications that the Scheme may have in relation to their own
financing arrangements should speak directly with their bank.
Unitholders in the Fund are not affected by the above as the
Scheme does not involve a repurchase of units.
Costs of the Scheme
Fonterra estimates that the implementation costs associated
with the Scheme (excluding the amount which will be returned
to shareholders) will be $670,000 (plus GST). (These costs include
external legal fees, anticipated share registry costs, regulators’
fees, preparation and postage of the Notice of Meeting Booklet
materials and convening the Special Meeting of Shareholders).
The total Share Cancellation Payment will be determined at the
time of implementation of the Scheme. As at 11 January 2026,
Fonterra had 1,609,190,555 shares on issue. At $6 for one in every
three shares, the total capital return would be $3,218,281,112.
Further Information
Shareholders who have any questions about the effect of
the Scheme on their investment should consult their financial
advisers.
Copies of the Court documents filed in relation to the
Scheme and the initial court orders are available on the
following website https://www.fonterra.com/nz/en/investors/
investor-information.html.
Board Recommendation
The Board unanimously recommends that shareholders vote in
favour of the Resolution.

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return10
Arrangement Document
Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993
BETWEEN: Fonterra Co-operative Group Limited and the
holders of shares in Fonterra Co-operative Group Limited at
5:00pm (New Zealand time) on the Record Date.
1. INTERPRETATION
1.1 In this document, unless the context otherwise requires:
“Arrangement” means the arrangement described in this
document.
“Business Day” means a day on which the New Zealand
Stock Exchange operated by NZX Limited is open for trading.
“Completion Date” means date on which completion of the
Sale Transaction occurs.
“Conditions” means the conditions to the Arrangement set
out in paragraph 4.
“Custodian” means the person acting as the custodian of the
Fonterra Shareholders’ Fund established by deed dated 23
October 2012, being Fonterra Farmer Custodian Limited.
“Fonterra” means Fonterra Co-operative Group Limited.
“Implementation Date” means the Business Day after the
Record Date.
“Record Date” means the date that is five Business Days
after the later of:
(a) the date on which the final order from the High Court of
New Zealand is made pursuant to section 236(1) of the
Companies Act 1993 sanctioning the Arrangement; and
(b) the Completion Date.
“Sale Transaction” means the sale of all the shares in
Mainland Group Holdings Limited pursuant to the sale and
purchase agreement with B.S.A. SAS (Lactalis) dated 22
August 2025.
“Share” means a co-operative share in Fonterra.
“Shareholder” means each person who is registered in the
share register of Fonterra as the holder of a Share at 5:00pm
(New Zealand time) on the Record Date.
2. DIVIDEND
2.1 Subject to completion of the Sale Transaction, Fonterra will
receive a dividend payment from Fonterra Equities Limited.
3. ARRANGEMENT
3.1 Subject to prior satisfaction of the Conditions, on the
Implementation Date the following steps will occur
contemporaneously:
(a) one (1) Share for every three (3) Shares registered in the
name of each Shareholder at 5:00pm (New Zealand
time) on the Record Date shall be acquired by Fonterra
and cancelled (together with all the rights attaching to
those Shares). For this purpose, fractions of a Share to be
acquired by Fonterra shall be rounded up or down to the
nearest whole Share (with 0.5 rounded up); and
(b) one (1) Share that each Shareholder is registered in the
share register of Fonterra as the holder of (and which is
not to be acquired by Fonterra pursuant to sub-paragraph
(a) above) shall be subdivided into such number of Shares
so that immediately after the acquisition by Fonterra
pursuant to sub-paragraph (a) above and such subdivision,
each Shareholder is registered in the share register of
Fonterra as the holder of the same number of Shares as
that Shareholder held immediately prior to the acquisition
by Fonterra pursuant to sub-paragraph (a) above and the
subdivision.
3.2 Within five Business Days after the Record Date, Fonterra
shall pay to each Shareholder (or in respect of the Custodian,
as the Custodian may direct Fonterra) $6.00 for each Share
which has been acquired by Fonterra from that Shareholder
in accordance with the step in paragraph 3.1(a).
4. CONDITIONS
4.1 Completion of the Arrangement is conditional on:
(a) completion of the Sale Transaction and receipt by
Fonterra of the dividend referred to at paragraph 2.1; and
(b) the Board remaining satisfied that the Fonterra will,
immediately after implementation of the Arrangement,
continue to satisfy the solvency test prescribed by section
4 of the Companies Act as modified by section 52(4) of
the Companies Act 1993.

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return11
Appendix A
Final Court Orders Application
IN THE HIGH COURT OF NEW ZEALAND
AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA
TĀMAKI MAKAURAU ROHE
UNDER Part 15 of the Companies Act 1993
IN THE MATTER of an application for orders approving a scheme of arrangement
under Part 15 of the Companies Act 1993
FONTERRA CO-OPERATIVE GROUP LIMITED, a duly
incorporated company having its registered office at 109 Fanshawe
Street, Auckland Central, Auckland 1010, New Zealand and carrying
on business as a dairy co-operative
Applicant
CIV-2025-404-
ORIGINATING APPLICATION FOR ORDERS APPROVING A SCHEME OF
ARRANGEMENT UNDER PART 15 OF THE COMPANIES ACT 1993
9 DECEMBER 2025
K M Massey | H M Bain
P +64 9 367 8000
F +64 9 367 8163
PO Box 8
DX CX10085
Auckland

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return12
TO: The Registrar of the High Court at Auckland
AND TO: Any person that the High Court directs to be served
THIS DOCUMENT NOTIFIES YOU THAT:
1. The applicant, Fonterra Co-operative Group Limited (“Fonterra”), applies to the Court for the following orders:
(a) the scheme of arrangement described in the Arrangement Document (which is located at Schedule 1 of this application)
(“Scheme”) is approved;
(b) the Scheme is binding with immediate effect upon:
(i) Fonterra;
(ii) every person who is a Shareholder (as defined in the Arrangement Document) as at 5:00 pm (New Zealand Time) on the
Record Date (also defined in the Arrangement Document); and
(iii) such other persons as necessary to give effect to the Scheme; and
(c) Fonterra is granted leave to apply to the Court for approval of any amendment, modification, or supplement to the Scheme.
2. The grounds on which each of the above orders are sought are:
(a) section 236(1) of the Companies Act 1993 (“Act”) provides jurisdiction for the Court to make orders that the Scheme is binding on
Fonterra and such other persons as the Court may specify and upon such terms and conditions as the Court thinks fit;
(b) by the date on which this application is determined, Fonterra will have:
(i) complied with the initial orders made by this Court under section 236(2) of the Act; and
(ii) complied with Part 15 of the Act;
(c) the Scheme is such that an intelligent and honest person of business acting in respect of his or her own interest would
reasonably approve it;
(d) the terms and conditions of the Scheme are otherwise fair and equitable to the shareholders of Fonterra;
(e) the Scheme will not adversely impact Fonterra’s creditors;
(f) as set out in the affidavits and the memorandum of counsel filed in support of this application and the without notice
interlocutory application for initial orders, filed herewith; and
(g) as set out in any updating affidavits to be filed following implementation of the initial orders and prior to the determination of
this application.
3. This application is made in reliance on:
(a) Part 15 of the Act;
(b) Part 19 of the High Court Rules 2016;
(c) Re CM Banks Ltd [1944] NZLR 248 (SC), Weatherston v Waltus Property Investments Ltd [2001] 2 NZLR 103 (CA), Re Auckland
International Airport Ltd [2014] NZHC 405, Re Kirkcaldie & Stains Ltd [2016] NZHC 112, Re Tenon Ltd [2016] NZHC 2947, Re Tenon
Ltd [2017] NZHC 674, Re New Zealand Oil & Gas Ltd [2017], Re PGG Wrightson Ltd [2019] NZHC 1780, Re Tilt Renewables Ltd
[2022] NZHC 1398, Re Tower Ltd [2022] NZHC 328, Re Fonterra Co-Operative Group Ltd [2023] NZHC 2118; Re Tower Ltd [2025]
NZHC 455;
(d) the memorandum of counsel filed in support of this application and the without notice interlocutory application for initial orders;
(e) the evidence filed in support of this application as set out in:
(i) the affidavit of Andrew Brian Murray, affirmed 3 December 2025; and
(ii) the affidavit of Bruce Ronald Hassall, affirmed 3 December 2025;
(f) any further affidavit(s) filed by Fonterra prior to the determination of this application; and
(g) any further memoranda of counsel filed prior to the determination of this application.
Dated: 9 December 2025
This document is filed by Kirsten Margaret Massey, solicitor for the Applicant, of Russell McVeagh. The address for service of the
Applicant is Level 30, Vero Centre, 48 Shortland Street, Auckland 1010.
Documents for service on the Applicant may be left at that address or may be emailed to kirsten.massey@russellmcveagh.com or
hannah.bain@russellmcveagh.com.
K M Massey | H M Bain
Counsel for the Applicant

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return13
Schedule 1 – Arrangement Document
Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993
BETWEEN: Fonterra Co-operative Group Limited and the holders of shares in Fonterra Co-operative Group Limited at 5:00pm (New
Zealand time) on the Record Date.
1. INTERPRETATION
1.1 In this document, unless the context otherwise requires: “Arrangement” means the arrangement described in this document.
“Business Day” means a day on which the New Zealand Stock Exchange operated by NZX Limited is open for trading.
“Completion Date” means date on which completion of the Sale Transaction occurs.
“Conditions” means the conditions to the Arrangement set out in paragraph 4.
“Custodian” means the person acting as the custodian of the Fonterra Shareholders’ Fund established by deed dated 23 October
2012, being Fonterra Farmer Custodian Limited.
“Fonterra” means Fonterra Co-operative Group Limited.
“Implementation Date” means the Business Day after the Record Date.
“Record Date” means the date that is five Business Days after the later of:
(a) the date on which the final order from the High Court of New Zealand is made pursuant to section 236(1) of the Companies Act
1993 sanctioning the Arrangement; and
(b) the Completion Date. “Sale Transaction” means the sale of all the shares in Mainland Group Holdings Limited pursuant to the sale
and purchase agreement with B.S.A. SAS (Lactalis) dated 22 August 2025.
“Share” means a co-operative share in Fonterra.
“Shareholder” means each person who is registered in the share register of Fonterra as the holder of a Share at 5:00pm
(New Zealand time) on the Record Date.
2. DIVIDEND
2.1 Subject to completion of the Sale Transaction, Fonterra will receive a dividend payment from Fonterra Equities Limited.
3. ARRANGEMENT
3.1 Subject to prior satisfaction of the Conditions, on the Implementation Date the following steps will occur contemporaneously:
(a) one (1) Share for every three (3) Shares registered in the name of each Shareholder at 5:00pm (New Zealand time) on the Record
Date shall be acquired by Fonterra and cancelled (together with all the rights attaching to those Shares). For this purpose,
fractions of a Share to be acquired by Fonterra shall be rounded up or down to the nearest whole Share (with 0.5 rounded up);
and
(b) one (1) Share that each Shareholder is registered in the share register of Fonterra as the holder of (and which is not to be acquired
by Fonterra pursuant to sub-paragraph (a) above) shall be subdivided into such number of Shares so that immediately after the
acquisition by Fonterra pursuant to sub-paragraph (a) above and such subdivision, each Shareholder is registered in the share
register of Fonterra as the holder of the same number of Shares as that Shareholder held immediately prior to the acquisition by
Fonterra pursuant to sub-paragraph (a) above and the subdivision.
3.2 Within five Business Days after the Record Date, Fonterra shall pay to each Shareholder (or in respect of the Custodian, as the
Custodian may direct Fonterra) $6.00 for each Share which has been acquired by Fonterra from that Shareholder in accordance with
the step in paragraph 3.1(a).
4. CONDITIONS
4.1 Completion of the Arrangement is conditional on:
(a) completion of the Sale Transaction and receipt by Fonterra of the dividend referred to at paragraph 2.1; and
(b) the Board remaining satisfied that the Fonterra will, immediately after implementation of the Arrangement, continue to satisfy
the solvency test prescribed by section 4 of the Companies Act as modified by section 52(4) of the Companies Act 1993.

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return14

Fonterra Co-operative Group Limited Special Meeting 2026 - Capital Return15

If undelivered please return to:
The Returning Officer
Special Meeting 2026
PO Box 3138
Christchurch 8140
Free phone 0800 666 034fonterra.com

---

YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
HOW TO COMPLETE THE PROXY PAPER AND APPOINT A PROXY
1. Appoint a proxy: Provide the full name and address of your chosen proxy in the space provided for “Primary Proxy” in the box
labelled “Appointment of Proxy” in the Special Meeting Proxy Paper. A proxy need not be a shareholder.
The Chair of the Meeting is willing to act as your primary proxy. If you wish to appoint the Chair of the Meeting you can simply
write “Chair”.
Unless you choose the Chair of the Meeting, it is recommended that you appoint an alternate proxy as well, in case your
primary proxy is unable to attend on the day of the Special Meeting. Please provide the full name and address of your alternate
proxy in the space labelled “Alternate Proxy” in the box labelled “Appointment of Proxy”.
Where a shareholder does not name a person as their proxy but otherwise completes the Proxy Paper in full, or where a
shareholder’s named proxy (and any alternate, if one has been appointed) does not attend the meeting, the Chair of the
meeting will act as that shareholder’s proxy and will vote in accordance with their express direction. The Chair intends to vote
any discretionary proxies, for which they have authority to vote, in favour of the resolution.
Please note: You do NOT need to appoint an alternate proxy if the Chair of the Meeting is your primary proxy.
2. Instruct your proxy how to vote: You can instruct your proxy how to vote by placing a tick in either the “For” or “Against” box
in the box labelled “Voting Instructions”. Your proxy CANNOT change the direction of your vote if you instruct them how to vote
in this manner. If you wish for your proxy to vote as she/he determines place a tick in the “Proxy Discretion” box. If you do not
expressly direct your proxy on how to vote by placing a tick a box, then your proxy cannot vote.
3. Sign the form: Each shareholder who wishes to appoint a proxy must sign the “Special Meeting Proxy Paper”:
• Individuals/sole proprietors: The shareholder must sign the Special Meeting Proxy Paper.
• Companies: A duly authorised representative of the company must sign the Special Meeting Proxy Paper.
• Joint shareholders (including trusts, partnerships and estates): It is your responsibility to ensure that the person(s) signing
the Special Meeting Proxy Paper is/are authorised to sign on behalf of, and bind, all joint holders.
• Attorneys: If the Special Meeting Proxy Paper is signed under a power of attorney, it must be accompanied by a signed
certificate of non-revocation of the power of attorney. The power of attorney under which the Special Meeting Proxy Paper
is signed must be sent with the Special Meeting Proxy Paper if the power of attorney has not been previously produced to
Fonterra.
4. Return the form: Return the Special Meeting Proxy Paper as soon as possible. It must be received by the Returning Officer no
later than 10.30am on Tuesday, 17 February 2026.
• Mail by separating, folding and inserting the Special Meeting Proxy Paper into the freepost envelope provided to
PO Box 3138, Christchurch 8140.
We recommend that you post your Special Meeting Proxy Paper by no later than Wednesday, 11 February 2026 so that it is
received by the Returning Officer before the close of appointment.
HOW TO APPOINT A CORPORATE REPRESENTATIVE
In the case of a shareholder that is a company or other body corporate, a representative can be appointed to attend the Special
Meeting by completing the Special Meeting Proxy Paper. In this form, proxy can mean proxy or representative appointed for a
company or other body corporate.
REVOKING YOUR APPOINTMENT
A shareholder can still attend online, even if they have appointed a proxy (although those shareholders will not be able to vote
if a proxy has been appointed). If you change your mind on the appointment of a proxy or representative, you can revoke the
appointment by written notice to Fonterra. Such notice must be received at Fonterra’s head office - Fonterra Special Meeting,
Fonterra Co-operative Group Limited, Private Bag 92032, Auckland 1142 no later than 7:30am on Thursday, 19 February 2026.
Fonterra Special Meeting 2026
Combined Special Meeting
Voting/Proxy Paper
Fonterra Special Meeting 2026
Special Meeting
Proxy Paper Information
OPTION 1: POSTAL VOTING (INCLUDING ELECTRONICALLY) –
CLOSES AT 10.30am on Tuesday, 17 February 2026
Either:
(a) Post the completed “Special Meeting Voting Paper” to the Returning Officer in the freepost envelope provided to
PO Box 3138, Christchurch 8140.
We recommend that you post your Special Meeting Voting Paper by no later than Wednesday, 11 February 2026 so that
it is received by the Returning Officer before the close of voting.
Or
(b) Electronically via the Farm Source website at: www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password – see below.
IMPORTANT: By entering the PIN and password you warrant and undertake that you are authorised to exercise the vote of
this shareholder.
After voting online, you do not need to submit this Special Meeting Voting Paper and it can be destroyed.
PIN
Password
OR
OPTION 2: AT THE MEETING –
FROM 10.30am on Thursday, 19 February 2026
If you plan to attend the Special Meeting online, please vote via the virtual meeting platform:
https://fonterra.brandlive.com/Fonterra-Special-Meeting-2026/en
• Login using name, email address and supply number(s)
• Follow the voting links from the homepage.
• Enter your PIN and password – see above.
OR
OPTION 3: BY PROXY –
RECEIVED BY 10.30AM ON TUESDAY, 17 FEBRUARY 2026
Appoint a person to attend the Special Meeting online and vote on your behalf. A proxy need not be a shareholder.
Please only use one of these voting methods
PROXY APPOINTMENT CLOSES AT:
10.30AM ON TUESDAY, 17 FEBRUARY 2026
POSTAL VOTING (INCLUDING ELECTRONICALLY) CLOSES AT:
10.30AM ON TUESDAY, 17 FEBRUARY 2026
For enquiries phone the ELECTIONZ.COM HELPLINE: 0800 666 034
The Special Meeting of Shareholders to consider and vote on the return of capital to shareholders will be held online at:
https://fonterra.brandlive.com/Fonterra-Special-Meeting-2026/en at 10.30am on Thursday, 19 February 2026

Indicate your vote with a tick
FORAGAINST
1
Resolution: THAT the scheme of arrangement relating to the return of
capital to shareholders, as set out in the Arrangement Document
incorporated in the Explanatory Notes in the Notice of Meeting, be
approved.
C: Voting Instructions
Complete this section to instruct your proxy holder how to vote.
FORAGAINST
PROXY
DISCRETION
1
Resolution: THAT the scheme of arrangement relating to the return
of capital to shareholders, as set out in the Arrangement
Document incorporated in the Explanatory Notes in the
Notice of Meeting, be approved.
Use this paper to vote by post. If voting online by way of electronic postal vote, refer to
instructions on reverse.
The Special Meeting of Shareholders to consider and vote on the return of capital to shareholders will be held online at:
https://fonterra.brandlive.com/Fonterra-Special-Meeting-2026/en at 10.30am on Thursday, 19 February 2026
Supply No.:
Details of person completing this Special Meeting Voting Paper:
First Name:
Surname:
Signature:
Fonterra Special Meeting 2026
Special Meeting Voting Paper
Fonterra Special Meeting 2026
Special Meeting Proxy Paper
Only use this Special Meeting Proxy Paper if you do not plan to attend the meeting but wish to be represented by a
proxy holder at the meeting. This paper can also be used by a shareholder that is a company or other body corporate
to appoint a representative.
There are no voting restrictions on the resolution to be considered at the meeting.
A: Shareholder Details
Name:
Supply Number:
Party Number:
B: Appointment of Proxy
If you wish to appoint someone as your proxy, insert their full name and address below. The Chair of the meeting is willing
to act as a proxy.
Primary Proxy: I/We appoint:
Full name of your proxy:
Full address of your proxy:
as my/our proxy to vote for me/us on my/our behalf at the Special Meeting of Shareholders to be held at 10.30am on
Thursday, 19 February 2026 and at any adjournment of that Special Meeting.
Alternate Proxy: You do not need to appoint an alternate proxy but it is recommended that you do so, unless you are
appointing the Chair of the meeting as proxy. The Chair of the meeting is willing to act as an alternate proxy. If the person I/
we have appointed is unable to be my/our proxy then I/we appoint:
Full name of your alternate proxy:
Full address of your alternate proxy:
Signature(s) of shareholder(s) named in Section A (Please see signing instructions on reverse.)
By signing this form, I/we warrant and undertake that I/we are authorised to sign on behalf of, and bind, the shareholder(s)
named in Section A.
Name of shareholder:Signature:
Full name and title of signatory:Date:
Name of shareholder:Signature:
Full name and title of signatory:Date:
Name of shareholder:Signature:
Full name and title of signatory:Date:
If you are appointing a proxy, return this paper as soon as possible. It must be received by the Returning Officer no later than
10.30am on Tuesday, 17 February 2026.
Mail by separating, folding and inserting the Special Meeting Proxy Paper into the freepost envelope provided to PO Box 3138,
Christchurch 8140.

---

Chairman’s email – Notice of Meeting for Special Meeting 2026

Subject: Notice of Meeting and voting info for February Special Meeting

Kia ora [name],


Today I can share further details with you on the upcoming shareholder vote related to the
return of capital that’s expected from the sale of our global consumer and associated
businesses, Mainland Group, to Lactalis.

We are targeting a tax-free capital return of $2.00 per share to shareholders and unit
holders, equivalent to around $3.2 billion, once the sale is complete.

A Special Meeting will be held virtually at 10:30am on Thursday 19 February, at which
shareholders will be asked to vote to approve the scheme of arrangement related to the
proposed capital return. This is similar to the vote we held in 2023 related to the return of
capital from the sale of Soprole.

The Notice of Meeting for the Special Meeting is now available online [here], and
shareholders should receive a physical copy soon.

For those entitled to vote who have also opted to receive electronic communications, look
out for an email from iro@electionz.com with your unique Pin and Passcode on Tuesday 27
January when advance voting opens.

Further details on how to vote before or during the meeting are available on pages 3-
4 of the Notice of Meeting, and we are keeping [this Farm Source web page] updated with
everything you need to know about the capital return vote.

Update on process to complete divestment

The sale of Mainland Group to Lactalis remains subject to receiving certain regulatory
approvals and separation of the business from Fonterra.

Fonterra can confirm that Lactalis has received approval from Australia’s Foreign Investment
Review Board (FIRB) for the acquisition.

The separation activity is also progressing well and, provided the remaining regulatory
approvals are received within the expected timeframes, the Co-op now expects the
transaction to be complete in the first quarter of the 2026 calendar year.

Holding the shareholder vote on the capital return in February will enable us to return capital
to shareholders and unit holders as soon as possible after the transaction is complete.

An overview of how the capital return will work

The capital return will be a pro rata return of capital effected by a Court approved
scheme of arrangement under Part 15 of the Companies Act 1993.

The mechanics of how this will work are complex, including a share buyback and then
cancellation and subdivision of shares so that you hold the same number of shares after the
capital return as you did beforehand.

This is designed to ensure no shareholder’s compliance with the Co-op’s minimum
shareholding requirements or their voting entitlement is affected by the capital return.

As previously indicated, the payment should be tax-free, although it is recommended that
shareholders and unit holders obtain independent tax advice on the effect of the capital
return based on their individual circumstances. Page 8 of the Notice of the Meeting includes
a section on taxation with further details.

Next steps

The capital return requires approval by at least 75% of the votes cast on the resolution at the
Special Meeting.

If the return of capital is approved by shareholders at the Special Meeting, there’s nothing
you need to do after that. Fonterra will seek final Court approval to undertake the capital
return subject to divestment completion.

The record date for being eligible for the capital return will be within the five business days
prior to the payment being made to shareholders and unitholders.

The voting process is being overseen independently by electionz.com. Yo u can expect to
receive email and/or text reminders while the voting period is open.

If you have any queries regarding the voting process, please call electionz.com during
normal office hours on 0800 666 034.

Regards,
Peter.

---

23 January 2026

[Shareholder’s name]
[Address]
[Address]
[Address]

Dear <Shareholder’s first name>


Voting Pack for the 19 February 2026 Special Meeting – Capital Return

This Voting Pack provides you with the information and documentation you need to vote for the upcoming
Fonterra Special Meeting – Capital Return. The Special Meeting will be held virtually at 10:30am on Thursday
19 February 2026.
The Voting Pack has been mailed to all Shareholders on the Share Register as at the close of trading on 21
January 2026.
In accordance with the Constitution, your voting entitlement for the Special Meeting is based on your share-
backed milk supply, with one vote for every 1,000 kilograms of milksolids (kgMS) backed by shares that you
supplied to Fonterra during the season ended 31 May 2025. A "Secondary Shareholder’s" voting entitlement is
based on share backed milk supply, up to the ‘agreed percentage’ in relation to Fonterra's share standard for
the supplying farm.
If you are a Supplying Shareholder and did not supply last season but now own an existing farm that did, your
voting entitlement (and your Secondary Shareholders’ (if any)) is either based on that farm’s supply last season
or on the Board’s estimate of milksolids production for this season. In the case of a dry farm conversion and
farm amalgamations/divisions, voting entitlement is based on the Board’s estimate of milksolids production for
the season ended 31 May 2026. Milk supplied on Contract Supply and milk which is not backed by shares is
excluded from milksolids production when calculating voting entitlements.
Voting entitlements for the Special Meeting will be calculated based on shareholdings recorded in the Share
Register as at the close of trading on 21 January 2026.
There is one special resolution to be voted on and this will be passed if approved by a majority of 75% or more
of the votes of those Shareholders entitled to vote and voting on the resolution.
The quorum for the Special Meeting is present if not fewer than 50 shareholders have cast postal votes
(including by electronic means) or are present online in person or by a representative, who between them hold
or represent the holder or holders of not less than two per cent of the voting rights entitled to be exercised on
the resolution to be considered at the meeting.
You can vote in any one of four ways. The Board has approved the use of online and postal voting for the
Special Meeting. You may also attend the Special Meeting virtually to vote, or appoint a proxy or representative
to attend virtually and vote for you.
Please read the following information carefully before voting.
Contained in this Voting Pack are:
• Notice of Meeting booklet
• Special Meeting Voting Paper and Proxy Form; and
• Freepost return envelope.

Please turn over for details of the Special Meeting and detailed voting instructions.

Voting Methods for Fonterra Special Meeting

Your vote can be cast in ONE of the following four ways. Please use only one option, and vote only once.
1. ONLINE Vote via nzfarmsource.co.nz. Login using your Farm Source login and password
and follow the link to the voting site. You will be asked at the voting site to enter
your unique Personal Identification Number (PIN) and password. Your PIN and
password are printed on your Voting Paper. Follow the onscreen instructions to
submit your vote. Once you have submitted your vote you will be able to print a
confirmation. After voting online, you do not need to submit the Voting Paper and it
can be destroyed.
2. POSTAL Complete and sign your Voting Paper, then fold your Voting Paper and post it to
electionz.com Limited in the freepost envelope provided.
3. AT THE MEETING Vote by attending the Special Meeting virtually, or by appointing a proxy or
representative who can attend the Special Meeting virtually to vote on your behalf.
Attend the Special Meeting virtually, by logging into the virtual meeting platform on
the link provided below and voting online as described at item 1. above.
4. BY PROXY Appoint a proxy/representative to attend the Special Meeting virtually and vote on
your behalf by completing and returning the Proxy Form. Further instructions are
on the back of the Proxy Form.

Important: If you have more than one farm, you will receive a Voting Pack for each farm, and you must
complete the Voting Paper in each Voting Pack for all of your votes to be counted.

Votes for the Special Meeting cast in advance by internet or post, and Proxy Forms appointing a proxy, must be
received at the address indicated on the Proxy Form by no later than 10:30am on Tuesday 17 February 2026.

To vote in person at the Special Meeting, you can attend the meeting and participate online by using the
following link to the virtual meeting platform:

Fonterra Special Meeting – 10:30am Thursday 19 February 2026.

https://fonterra.brandlive.com/Fonterra-Special-Meeting-2026/en

Any queries regarding voting should be made to the electionz.com Helpline on free phone 0800 666 034.

Yours faithfully
Warwick Lampp
Returning Officer – 2026 Fonterra Special Meeting
Free phone 0800 666 034
iro@electionz.com

For any assistance with voting, please phone the electionz.com Helpline on free phone 0800 666 034.