FCG - Capital Return to Shareholders/Scheme of Arrangement

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com


Memorandum

To:
Market Participants
From:
NZX Product Operations
Date:
Tuesday 31 March 2026
Subject
: Fonterra Co-operative Group Limited (“FCG”) – Capital Return to
Shareholders/Scheme of Arrangement (“Scheme”)


Message
:

On 31 March 2026, Fonterra Co-operative Group Limited (FCG) provided further details on its
intention to return approximately $3.2 billion of capital to FCG shareholders by way of a Court
and shareholder approved scheme of arrangement under Part 15 of the Companies Act 1993
(Scheme).

For the capital return to be processed in NZX’s systems, NZX will halt trading in FCG securities
to allow processing the corporate action events from pre-market open on 8 April 2026 until
market open on 13 April 2026.

The terms of the Scheme are that:

• FCG will undergo a 1 for 3 share repurchase (Buyback). FCG will purchase from each
shareholder one FCG ordinary share for every three FCG ordinary shares held by that
shareholder at 5:00pm (New Zealand Time) on the Record Date, 9 April 2026. Fractions
of a share will be rounded up or down to the nearest whole number (with 0.5 rounded
up).

• Under the Scheme, one FCG ordinary share not being repurchased under the Buyback
will be subdivided such that each shareholder of FCG will receive a number of ordinary
shares equal to the number of shares repurchased by FCG from that shareholder under
the Buyback, plus one (Share Subdivision).

• As part of the Buyback, the shares repurchased by FCG under the Buyback will be
cancelled (together with all the rights attaching to those ordinary shares) (Capital
Decrease).

• FCG Shareholders will receive a cash payment of NZ$6.00 per FCG share repurchased
by FCG under the Buyback and cancelled in accordance with the Scheme. Under the
Scheme, payment will be made within five Business Days of the Record Date. The
expected payment date is 14 April 2026.

A timetable of events is detailed below:
Event Date
Trading halt applied
Wednesday, 8 April 2026
Ex Date
Wednesday, 8 April 2026
Record Date
Thursday, 9 April 2026
Implementation Date
Date of Buyback and Share Subdivision
Friday, 10 April 2026
Trading Resumes
Monday, 13 April 2026
Payment to Shareholders
Tuesday, 14 April 2026

Please contact NZX Product Operations on +64 4 496 2853 or productoperations@nzx.com
with any queries.

ENDS