Fonterra 2026 Special Meeting Materials

FONTERRA SPECIAL MEETING
19 FEBRUARY 2026
CHAIR’S ADDRESS

The Capital Return relates to the sale of Mainland Group to Lactalis which was approved by
shareholders in October. Your Co-op has been working to deliver the proposed Capital Return
as quickly as possible.
We are targeting a tax-free Capital Return of $2.00 per share to shareholders and unitholders,
equivalent to around $3.2 billion, once the sale is complete.
The capital return will be implemented using a Court approved Scheme of Arrangement under
the Companies Act, which is a common process for this type of transaction.
Subject to approval by shareholders, settlement of the transaction, and receipt of final Court
orders, the Co-op is on track for the capital return to be paid in a timely manner.
Indicative timings of the key steps related to the proposed Scheme are set out on this slide.
These may change depending on when final Court orders are received and completion of the
transaction occurs.
The record date for being eligible for the payment of the Capital Return will be within the five
business days prior to the payment being made to shareholders and unitholders, and five
business days’ notice of the record date will be provided.
The sale of Mainland Group to Lactalis remains subject to receiving certain regulatory
approvals and separation of the business from Fonterra.
The separation activity is progressing well and, provided the remaining regulatory approvals
are received within the expected timeframes, the Co-op continues to expect the transaction to
be complete in the first quarter of this calendar year – that is by 31 March 2026.
Subject to the Scheme being approved by shareholders, completion of the sale, and final Court
orders, the payment process will happen in the background.
You don’t need to do anything, but we want to let you know about the mechanics of the
Scheme for your awareness.
One of the key points is that shareholders will hold the same number of shares as they held
immediately before the Capital Return.
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.
Further details on how it will work are as follows:
- Fonterra will repurchase and cancel one in every three shares held by each shareholder.
- At the same time, one share held by each shareholder, which is not bought by Fonterra,
will be subdivided so that each shareholder ends up holding the same total number of
shares as they held before the repurchase.
- Each shareholder will receive a cash sum of $6.00 for each share repurchased and
cancelled (which is equivalent to $2.00 for each of the three shares).
The Scheme will also apply to the shares held by the Custodian of the Fonterra Shareholders'
Fund. The Custodian will pass on the payment directly to unit holders. There will be no change
to the number of units on issue.
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.
The Notice of Meeting includes a section on taxation with further details.

-ENDS-

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Fonterra Co-operative Group
Special Meeting 19 February 2026
10.30am on Thursday, 19 February 2026
Online

Agenda
Welcome
Chairman’s Address
Resolution:
Approval of the Scheme of
Arrangement relating to the
Capital Return
Questions
Voting
Closing

Chairman’s address
Peter McBride

We are here
Indicative Timeline
4
Special Meeting of
Shareholders
19 February 2026
Final High Court
orders made
Expected in mid-
March 2026

Record Date
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
Mainland 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
Mainland
divestment
Expected in the
first quarter of
2026 (i.e. by 31
March 2026)

Mechanics of the Scheme
5
How much will
shareholders
receive?
Fonterra will purchase one out of every three shares for $6.00 per share –
equivalent to $2.00 for each of the three shares
No change in
number of
shares held
One share held by each shareholder will be subdivided so that each
shareholder will end up with the same total number of shares as before the
repurchase
Equal treatment
for unitholders
The scheme will apply equally to shareholders and unitholders – there will
be no change to the number of units on issue
Return will
generally not be
taxable
The payment should be tax-free, although it is recommended that
shareholders and unitholders obtain independent tax advice on their
individual circumstances

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.

Questions?

Voting
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with voting, please
phone the electionz.com
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Close of Business
of Meeting

Special Meeting 19 February 2026 has now closed. Thank you.
Fonterra Co-operative Group