Fonterra Shareholders’ Fund Annual Results 2026

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 31/07/2026
Previous Reporting Period 12 months to 31/07/2025
Currency NZD
Amount (000s) Percentage change
Revenue from continuing operations $287,000 (27%)
Total Revenue $287,000 (27%)
Net profit from continuing operations $nil -%
Total net profit $nil -%
Final Dividend
Amount per Quoted Equity Security $0.3300
Imputed amount per Quoted Equity Security Not Applicable
Record Date 01/10/2026
Dividend Payment Date 15/10/2026
Current period Prior comparable period
Net tangible assets per Quoted Equity
Security
$6.91 $7.00
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 02199959
Contact email address Investor.relations@fonterra.com
Date of release through MAP 24/09/2026
Audited financial statements accompany this announcement.

---

FOR THE YEAR ENDED 31 JULY 2026
Fonterra
Shareholders’ Fund
Annual Report
2026

Chair Report3
Our Board4
Financial Statements
Manager’s Statement5
Statement of Comprehensive Income6
Statement of Changes in Amounts
Attributable to Unit Holders
6
Statement of Financial Position7
Cash Flow Statement7
Basis of Preparation8
Notes to the Financial Statements11
Independent Auditor’s Report15
Statutory Information17
Corporate Governance Statement21
Directory27
Contents
Drysdale family farm, Manawatū-Whanganui
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Chair Report
Kia ora unit holders,
The 2026 financial year was a significant year for Fonterra and the Fonterra Shareholders’ Fund.
Fonterra completed the divestment of Mainland Group, delivered increased underlying
earnings and returned capital to shareholders and unit holders.
Fonterra declared fully imputed dividends totalling 73 cents per share. This comprised an
ordinary dividend of 57 cents per share, made up of the 24 cent interim dividend and a final
dividend of 33 cents, together with a 16 cent special dividend relating to Mainland Group.
The special dividend represented a full payout of Mainland Group’s FY26 earnings
attributable to Fonterra up to completion of the divestment, and the final distribution
of 33 cents per unit will be paid on 15 October 2026.
In addition, shareholders and unit holders received a capital return of $2.00 per share
or unit from the proceeds of the Mainland divestment.
As a unit holder, you received the economic benefit of the dividends and capital return
distributed during the year. Together, the dividends and capital return represent total
cash distributions of $2.73 per unit.
Over the 2026 financial year, the Fund delivered a total unit holder return of 38%,
compared with 7% for the NZX50.
Fonterra’s business performance
The Fund, and the Board of FSF Management Company Limited that oversees it, have no
direct involvement in Fonterra’s operations. However, as a holder of economic rights in
Fonterra, the Fund’s performance is tied directly to Fonterra’s performance.
Fonterra delivered a strong financial result in FY26. Total Group profit after tax increased
to $2,608 million, from $1,079 million in FY25, including a $1,250 million gain on the sale
of Mainland Group, reported earnings were 160 cents per share.
The reported result includes Mainland Group’s earnings up to completion of the divestment
and the gain recognised on its sale. To provide a clearer view of the performance of the
business that remains, Fonterra also presents underlying results for its continuing operations.
The underlying results are presented as if the terms of the Mainland divestment had
applied for the full financial year. This supports comparison with the historical pro forma
information provided in the Notice of Special Meeting booklet and reflects Fonterra as it
operates today as a focused, global business-to-business dairy nutrition co-operative.
Underlying operating profit increased by $351 million to $1,840 million, supported by
higher milk collections and improved performance across Ingredients and Foodservice.
Underlying profit after tax increased $268 million to $1,182 million, equating to 71 cents
per share, compared with 54 cents in FY25. This result means Fonterra achieved ahead of
plan its target of returning earnings to FY25 pre-divestment levels within three years.
Across Fonterra’s end-to-end channels:
–Ingredients operating profit increased by $85 million to $1,293 million. Strong global
demand supported higher sales prices for protein products, while higher sales volumes
also contributed. Return on capital increased to 13.5%, from 12.8%.
–Foodservice operating profit increased by $266 million to $547 million. The increase was
supported by stronger margins across key products, moderately higher sales volumes
and lower operating costs. Return on capital increased to 16.3%, from 8.5%.
Underlying return on capital increased to 14.2%, from 11.7% in the prior year.
Fonterra also maintained a strong balance sheet. Adjusted net debt reduced by $1.0 billion
to $1.7 billion, while gearing declined to 20.8%, from 23.9% in the prior year. This provides
Fonterra with financial capacity to invest in its operations and pursue further value creation.
Looking ahead
Fonterra has announced forecast FY27 earnings of 65 to 85 cents per share and a forecast
2026/27 season Farmgate Milk Price range of $8.50 to $10.50 per kgMS, with a midpoint of
$9.50 per kgMS.
Fonterra Chief Executive, Richard Allen, said Fonterra entered FY27 with a focused strategy
and a strong balance sheet. Its priorities include improving operational efficiency, completing
the operational separation from Mainland, investing in manufacturing capacity for higher-
value dairy products and continuing the implementation of its new technology platform.
These priorities support Fonterra’s objective of delivering sustainable earnings and returns
over time, which unit holders benefit from.
For further detail on Fonterra’s performance and outlook, I encourage you to read
Fonterra’s other annual results materials, available on its Investor Relations website.
Ngā mihi,

Mary-Jane Daly
Chair
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Our BoardFinancial StatementsDirectoryStatutory InformationCorporate Governance Statement ContentsChair Report

Our Board
Michelle Pye
Appointed to the Board of the
Manager by Fonterra
Michelle Pye was elected to the
Fonterra Board and joined the
FSF Board in December 2025.
She is a seasoned agribusiness
leader and governance
professional, co-owning and
operating Pye Group in Canterbury
for over 23 years.
Michelle has extensive governance
experience, serving as a Timaru
District Councillor, Chair of the
Potato Seed Co-operative Limited,
and Director of Potatoes NZ. She
was previously a member of the
Fonterra Co-operative Council and
an inaugural member of Fonterra’s
Sustainability Advisory Panel.
With an accounting background
and extensive experience
overseeing the financial
management and strategy of
Pye Group, Michelle brings
strong financial acumen, risk
management expertise, and a deep
understanding of co-operative
governance.
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 over ten years in
governance roles across a wide
range of industries. Her executive
background was in banking and
finance in a variety of roles both in
New Zealand and the UK.
Mary-Jane is Chair of AIG Insurance
New Zealand Limited, Chair of
Partners Life Limited and an
Independent Director of Kiwibank
Limited. Previous governance
roles have included Kiwi Property
Group Limited, Cigna Life Insurance
New Zealand, the Natural Hazards
Commission Toka Tu Ake, OnePath
Life, Airways Corporation, Auckland
Transport and the NZ Green Building
Council. 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 30 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 and ASB
Group Investments 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 former Chair of
Co-operative Life Limited.
In the public sector he is Deputy
Chair at the Natural Hazards
Commission Toka Tū Ake, Director
of Invercargill Airport Limited and
interim Chief Executive of the
Financial Markets Authority.
BA (Hons), LLB
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.
John is an experienced company
director, and 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
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Annual Report 2026
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Carlie Eve
Director
FSF Management Company Limited
23 September 2026
Mary-Jane Daly
Chair
FSF Management Company Limited
23 September 2026
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 2026.
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 2026 presented on pages 6 to 14.
For and on behalf of the Board of the Manager:
Financial Statements
FOR THE YEAR ENDED 31 JULY 2026
Manager’s Statement
FOR THE YEAR ENDED 31 JULY 2026
Drysdale family farm, Manawatū-Whanganui
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The accompanying basis of preparation and notes form part of these financial statements.
Statement of Comprehensive Income
FOR THE YEAR ENDED 31 JULY 2026
($ MILLION)
Statement of Changes in Amounts Attributable
to Unit Holders
FOR THE YEAR ENDED 31 JULY 2026
($ MILLION)
31 JULY 202631 JULY 2025
Net fair value gain on revaluation of Economic Rights of Fonterra shares205327
Dividend income8267
Investment income287394
Net increase in fair value of amounts attributable to unit holders(205)(327)
Distributions to unit holders(82)(67)
Finance cost(287)(394)
Profit before tax––
Tax expense––
Profit for the year––
There are no items of other comprehensive income.
Amounts attributable to unit holders at 1 August 2025751
Movements:
Revaluation of amounts attributable to unit holders205
Capital return to unit holders(215)
Amounts attributable to unit holders at 31 July 2026741
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
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The accompanying basis of preparation and notes form part of these financial statements.
Statement of Financial Position
AS AT 31 JULY 2026
($ MILLION)
Cash Flow Statement
FOR THE YEAR ENDED 31 JULY 2026
($ MILLION)
NOTES31 JULY 202631 JULY 2025
1
Assets
Economic Rights of Fonterra shares2741751
Unclaimed distributions11
Tot al a s s e t s742752
Liabilities
Amounts attributable to unit holders3741751
Distributions payable11
Total liabilities742752
1 Comparative information includes re-presentations for consistency with the current period.
NOTES31 JULY 202631 JULY 2025
Cash flows from operating activities
Cash was provided from:
– Dividends received8267
– Capital return received215–
Net cash flows from operating activities429767
Cash flows from financing activities
Cash was applied to:
– Distributions paid to unit holders(82)(67)
– Capital return paid to unit holders2(215)–
Net cash flows from financing activities(297)(67)
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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Basis of Preparation
FOR THE YEAR ENDED 31 JULY 2026
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).
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 23 September 2026.
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 2026, the Fund size is 6.7% (31 July 2025: 6.7%).
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.
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, capital returns or buybacks.
–The right to share in any surplus on liquidation of Fonterra.
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Basis of Preparation continued
FOR THE YEAR ENDED 31 JULY 2026
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,
or capital return 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 2025.
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.
Re-presentations
At each balance date the Fund assesses the aggregation and disaggregation of individual line items.
For the current year, unclaimed distributions and distributions payable have been disaggregated
and disclosed on the face of the Statement of Financial Position. Comparative information has been
re-presented for consistency with the current period.
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.
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Fonterra Shareholders’ Fund
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Basis of Preparation continued
FOR THE YEAR ENDED 31 JULY 2026
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.
Distributions to unit holders that are unclaimed at balance date are presented as distributions payable
in the Statement of Financial Position.
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.
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.
Ta x
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 2025
No new or amended standards and interpretations that became effective for the year ended 31 July 2026
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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Notes to the Financial Statements
FOR THE YEAR ENDED 31 JULY 2026
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.
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 ongoing 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.
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Financial StatementsNotes to the Financial StatementsIndependent Auditor’s Report

Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2026
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 202631 JULY 2025
Value of Economic Rights ($ million)741751
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.
On 14 April 2026, the Fonterra tax free capital return of $2 per share totalling $3.2 billion was paid
to shareholders, including a payment of $215 million to the Custodian which was paid directly to the
unit holders. 35,803,660 shares were repurchased and cancelled, and one share not repurchased was
subdivided into such number of shares as were repurchased, plus one. As a result, the number of shares
held by the Custodian remains the same as before the capital return. There was no change to the number
of units on issue.
$ MILLION
31 JULY 202631 JULY 2025
Opening value of Economic Rights 751424
Movements:
Revaluation of Economic Rights205327
Capital return received(215)–
Closing value of Economic Rights741751
3 Amounts attributable to unit holders
At 31 July 2026, there were 107,410,984 units on issue (31 July 2025: 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 2026, the market price per
unit was $6.90 (31 July 2025: $6.99). The fair value after reflecting market price movements during the
year ended 31 July 2026 is $741 million attributable to unit holders (31 July 2025: $751 million).
4 Reconciliation of net cash flow from operating activities to profit
$ MILLION
31 JULY 202631 JULY 2025
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(205)(327)
– Net increase in fair value of amounts attributable to unit holders205327
– Distributions paid to unit holders8267
– Capital return received215–
Net cash flows from operating activities29767
5 Net assets per security
As at 31 July 2026, the net assets per unit on issue was $6.91 (31 July 2025: $7.00).
6 Commitments and contingent liabilities
The Fund has no material commitments or contingent liabilities as at 31 July 2026 (31 July 2025: nil).
12
Fonterra Shareholders’ Fund
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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2026
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 2026 3,500 units with a value of $24,150 were held by KMP (31 July 2025: 150,541 units with
a value of $1,052,282).
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.
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 2026, the Custodian holds 107,410,984 (31 July 2025: 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 6 October 2025, DCT made a net purchase of 15,187 units for $89,577 on behalf of Fonterra farmer
shareholders participating in the 2025/26 season Delegated Compliance Trading Scheme. In the prior year,
on 4 October 2024, DCT made a net purchase of 7,684 units for $27,431. 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.
Included within the total expenses incurred and paid by Fonterra during the year ended 31 July 2026
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 $31,000 (31 July 2025: $29,000); and
–Fees for the review of the interim financial statements of $13,000 (31 July 2025: $12,500).
KPMG has not provided any other audit related services during the year ended 31 July 2026 (31 July 2025: nil).
KPMG has not provided any non-audit related services during the year ended 31 July 2026 (31 July 2025: nil).
13
Fonterra Shareholders’ Fund
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Notes to the Financial Statements continued
FOR THE YEAR ENDED 31 JULY 2026
7 Related parties CONTINUED
Dividends received from Fonterra
The dividends received are presented in the following table.
DIVIDENDS
$ MILLION
YEAR ENDED
31 JULY 2026
YEAR ENDED
31 JULY 2025
2026 Interim dividend received – 24 cents per Economic Right
1
26–
2026 Special dividend received – 16 cents per Economic Right
2
18–
2025 Final dividend received – 35 cents per Economic Right
3
38–
2025 Interim dividend received – 22 cents per Economic Right
4
–24
2024 Final dividend received – 40 cents per Economic Right
5
–43
1 This was distributed on to unit holders on 14 April 2026 and represented a cash distribution of 24 cents per unit, which included
a $0.4 million supplementary dividend for non-resident unit holders.
2 This was distributed on to unit holders on 14 April 2026 and represented a cash distribution of 16 cents per unit, which included
a $0.3 million supplementary dividend for non-resident unit holders.
3 This was distributed on to unit holders on 15 October 2025 and represented a cash distribution of 35 cents per unit, which
included a $0.6 million supplementary dividend for non-resident unit holders.
4 This was distributed on to unit holders on 8 April 2025 and represented a cash distribution of 22 cents per unit, which included
a $0.3 million supplementary dividend for non-resident unit holders.
5 This was distributed on to unit holders on 11 October 2024 and represented a cash distribution of 40 cents per unit.
The Distribution Reinvestment Plan (DRP) did not apply to the distributions to unit holders above.
The DRP was terminated on 2 September 2026.
Unclaimed distributions to unit holders of $1 million (31 July 2025: $1 million) are recognised as
distributions payable in the Statement of Financial Position.
8 Subsequent events
Declaration of distribution
On 23 September 2026, the Board of Directors of Fonterra declared a fully imputed final dividend
of 33 cents per share. Following Fonterra’s dividend declaration, the Board of the Manager declared
a distribution of 33 cents per unit for the year ended 31 July 2026. The distribution will be paid on
15 October 2026 to the unit holders on the register at 1 October 2026.
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.
14
Fonterra Shareholders’ Fund
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Independent Auditor’s Report
FOR THE YEAR ENDED 31 JULY 2026
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 2026;
–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 6 to 14 present fairly, in all material respects:
–the Fund’s financial position as at 31 July 2026 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 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 $7,420,000 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.
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.
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
15
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Independent Auditor’s Report continued
FOR THE YEAR ENDED 31 JULY 2026
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 the International Financial Reporting 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
23 September 2026
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Annual Report 2026
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Twenty largest unit holders
As at 31 July 2026
UNIT HOLDER
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
New Zealand Depository Nominee Limited11,272,31010.49
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>4,987,1754.64
Accident Compensation Corporation4,808,3914.48
BNP Paribas Nominees (NZ) Limited - NZCSD3,931,0163.66
HSBC Nominees (New Zealand) Limited3,464,8963.23
Custodial Services Limited2,815,0082.62
Forsyth Barr Custodians Limited2,551,7372.38
JBWere (NZ) Nominees Limited <NZ Resident A/C>1,441,3761.34
Apex Custodian Nominees (NZ) Limited1,375,3841.28
Citibank Nominees (New Zealand) Limited1,338,6031.25
FNZ Custodians Limited932,5210.87
Snow View Dairy Ltd848,1620.79
Michael Douglas Hammond & Helen Mavis Hammond &
Leigh Joseph Horton770,2700.72
Leo Francis Dooley755,0000.70
Peter John Dooley685,0000.64
Century Securities Limited600,0000.56
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited581,6790.54
David Mitchell Odlin555,1910.52
Peter Thomas Borrie & Adrienne Helen Borrie528,3040.49
JBWere (NZ) Nominees Limited <NR USA A/C>433,3750.40
44,675,39841.59
Total quoted units on issue107,410,983100.00
Statutory information
FOR THE YEAR ENDED 31 JULY 2026
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Statutory information continued
FOR THE YEAR ENDED 31 JULY 2026
Spread of unit holders
As at 31 July 2026
SIZE OF HOLDING
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
ISSUED UNITS
1 - 1,0002,4821,150,9371.07
1,001 - 5,0002,2345,638,1805.25
5,001 - 10,0006585,069,1374.72
10,001 - 100,000875 30,661,55228.55
100,001 and over139 64,891,17860.41
Tot al
1
6,388 107,410,984100.00
1 Total includes the Fonterra unit (which is not quoted).
Substantial product holders
As at 31 July 2026 no unit holders had filed substantial product holder notices in accordance with the
Financial Markets Conduct Act 2013.
As at 31 July 2026 the Fund had 107,410,983 quoted units, and one Fonterra unit, on issue.
Directors’ 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 2026,
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.
New disclosures of directors’ interests in securities
There were no new disclosures of relevant interests in units of the Fund made by Directors during the year
ended 31 July 2026.
Disclosure of directors’ interests in securities transactions
Directors disclosed that they (or their associated persons) acquired or disposed of a relevant interest in
units of the Fund during the year ended 31 July 2026 as follows:
DIRECTOR
NUMBER OF
SECURITIES
ACQUIRED /
DISPOSED
CONSIDERATION
($)
DATE OF
TRANSACTION
Andy Macfarlane
1
(20,000)166,40019 December 2025
(17,187)142,15522 December 2025
(30)2486 January 2026
(5,000)40,75020 January 2026
(5,000)40,75026 January 2026
(6,545)53,47329 January 2026
(1,455)11,91530 January 2026
(613)4,9653 February 2026
(4,226)34,52625 February 2026
(5,774)47,28927 February 2026
(10,000)82,0002 March 2026
(20,000)164,0003 March 2026
(10,000)81,9004 March 2026
(17,894)149,4155 March 2026
1 Andy Macfarlane ceased as a Director in December 2025. Directors remain subject to disclosure requirements for relevant
interests in quoted financial products, and dealings in relevant interests of quoted financial products, for six months after
ceasing to hold office.
Holdings of directors of the manager
As at 31 July 2026
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
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Statutory information continued
FOR THE YEAR ENDED 31 JULY 2026
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)Chair, Partners Group Holdings Limited
Member, Risk & Advisory Committee at the Ministry of Business, Innovation and
Employment (notified in November 2025 as ceased)
Carlie EveDirector, ASB Group Investments Limited
Shareholder, Amplifi Group Limited (notified in January 2026 as ceased)
Alastair HercusBoard member, Financial Markets Authority
Interim Chief Executive Officer, Financial Markets Authority
Deputy Chair, Natural Hazards Commission Toka Tū Ake
Independent member of Risk and Assurance Committee, Queenstown Lakes
District Council
Trustee and Board member, Stroke Aotearoa New Zealand
Trustee, ASL Trust (notified in January 2026 as ceased)
Director, Co-operative Life Limited (notified in July 2026 as ceased)
Board member, Financial Markets Authority (on leave of absence from July 2026)
Chair, Risk and Advisory Committee of Ministry of Business, Innovation and
Employment (notified in December 2025 as ceased)
Trustee, Tracey Mac Trust (notified in January 2026 as ceased)
Michelle PyeDirector and Shareholder, Barnscroft Dairy Limited
Director and Shareholder, Cloverdene Dairy Limited
Director and Shareholder, Dialan Dairy Limited
Director, FSF Management Company Limited
Director and Shareholder, Grantlea Dairy Limited
Director and Shareholder, Highfield Farm Holdings Limited
DIRECTORNATURE OF INTEREST
Director and Shareholder, Hororata Pastures Limited
Trustee and Beneficiary, L J & M L Pye Trust
Director and Shareholder, Long Lane Farm Limited
Director and Shareholder, Mildara Pastures Limited
Board member, Potatoes New Zealand
Director and Chair, Potato Seed Co-operative Limited
Director, Potato Seed Storage Limited
Director and Shareholder, Pye Group Limited
Trustee and Beneficiary, Pye Property Trust
Director and Shareholder, Pye Trustees Limited
Indirect Shareholder, Riverton Pastures Limited
Director and Shareholder, South Park Farm Limited
Director and Shareholder, South Stream Dairy Limited
Director and Shareholder, Straven Dairy Limited
Director and Shareholder, Two Chain Dairy Limited
Councillor and Committee member, Timaru District Council
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.
Use of information by Directors
During the year ended 31 July 2026, there were no notices from Directors requesting to disclose or use
information received in their capacity as Directors which would not otherwise have been available to
them.
Indemnity and insurance
Fonterra has effected insurance for the Directors of the Manager, and the Manager has given indemnities
to its Directors in accordance with section 162 of the Companies Act and clause 7.2 of the Manager’s
Constitution. Except for specific matters that are expressly excluded (such as the incurring of penalties
and fines that may be imposed for breaches of law), Directors are indemnified and insured against
monetary losses as a result of actions undertaken by them in the course of their duties.
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Statutory information continued
FOR THE YEAR ENDED 31 JULY 2026
Donations
No donations, including political donations, were made by the Fund or the Manager during the financial
year ended 31 July 2026 (31 July 2025: 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 2026.
AS AT 31 JULY
SELF-IDENTIFY AS FEMALESELF-IDENTIFY AS MALE
2026202520262025
Directors3223
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 2026, can be found at www.fonterra.com in the
‘Investors/Fonterra Shareholders’ Fund’ section under the heading ‘Exchange Waivers’.
NZX trading halts
On 8 April 2026 NZX Regulation Limited (NZ RegCo), at the request of Fonterra, placed a trading halt on
Fonterra shares and units in the Fund. The trading halt was in place to allow the trades of the FSF units
to settle and to prevent any FSF trading while NZX and the share registry processed a capital return for
Fonterra shareholders. The trading halt remained in effect until the market opened on 13 April 2026.
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.
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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 March 2026 edition) (NZX Code).
This corporate governance statement adopted by the Board is current as at 23 September 2026 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 2026, 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 2026 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 2026
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Corporate Governance Statement continued
FOR THE YEAR ENDED 31 JULY 2026
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 updated in March 2025.
The NZX Code (31 March 2026 edition) did not result in changes to these documents.
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.
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 (Michelle Pye and John Nicholls) are both Directors
of Fonterra.
Corporate Governance Statement continued
FOR THE YEAR ENDED 31 JULY 2026
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Corporate Governance Statement continued
FOR THE YEAR ENDED 31 JULY 2026
Principle 2: Board Composition and Performance CONTINUED
The Board has developed a skills matrix for the Board of the Manager which includes governance experience,
preferably of a listed entity, financial and capital markets knowledge, knowledge of key investor drivers, an
understanding of co-operatives, and risk management experience. An assessment was completed of each
Director on the Board in the 2026 year to confirm the Board had these skills and experience.
The Manager has written agreements with each of its Directors.
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.
Average
Board Tenure
3.5 years
0-3 years: 1
3-6 years: 4
Board and Audit and Risk Committee Attendance
The following table reports attendance of Directors at Board and Audit and Risk Committee meetings
during the 2026 reporting period. Board and Audit and Risk Committee meetings are held together.
Board/Audit and Risk Committee Meetings 1 August 2025 – 31 July 2026
BOARDAUDIT AND RISK COMMITTEE
MEETINGSATTENDEDMEETINGSATTENDED
Mary Jane Daly3333
Carlie Eve3333
Alastair Hercus3333
Andy Macfarlane1111
John Nicholls3333
Michelle Pye2222
In addition to the above, all current members of the Board attended the Annual Meeting of unit holders,
held on 15 December 2025.
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 2026.
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.
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Corporate Governance Statement continued
FOR THE YEAR ENDED 31 JULY 2026
Principle 2: Board Composition and Performance CONTINUED
Director Independence
As at 31 July 2026, 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 2026, 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.
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.
Mary Jane Daly and Carlie Eve (independent directors), and also Michelle Pye each have an accounting
or financial background.
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.
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).
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Corporate Governance Statement continued
FOR THE YEAR ENDED 31 JULY 2026
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).
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)
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Corporate Governance Statement continued
FOR THE YEAR ENDED 31 JULY 2026
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 seven consecutive years. The lead audit partner
has served for two consecutive years.
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.
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 2025 Annual Meeting was held as a hybrid meeting. All unit holders had the opportunity to attend,
participate and vote either in person or online. Unit holders 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 unit
holders prior to the 2025 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
109 Fanshawe Street
Auckland Central, Auckland 1010
Telephone: +64 9 374 9000
Directors of the Manager of the Fund
Mary Jane Daly
Carlie Eve
Alastair Hercus
Andy Macfarlane – Resigned 15 December 2025
John Nicholls
Michelle Pye – Appointed 15 December 2025
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
Directory
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Fonterra Shareholders’ Fund
Annual Report 2026
fonterra.com

---

Fonterra Shareholders’ Fund


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 Thu, 01/10/2026
Ex-Date (one business day before the Record Date) Wed, 30/09/2026
Payment date (and allotment date for DRP) Thu, 15/10/2026
Total monies associated with the distribution0F
1
$35,445,625
Source of distribution (for example, retained earnings) Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution1F
2
$0.33000000
Gross taxable amount2F
3
$0.00000000
Total cash distribution3F
4
$0.33000000
Excluded amount (applicable to listed PIEs) $0.33000000
Supplementary distribution amount $0.05823529

Section 3: Imputation credits and Resident Withholding Tax4F
5

Is the distribution imputed

Fully imputed
Partial imputation
No imputation
If fully or partially imputed, please state imputation
rate as % applied5F
6

Not applicable
Imputation tax credits per financial product Not applicable
Resident Withholding Tax per financial product $0.00000000

1
Continuous issuers should indicate that this is 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.

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

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 02199959
Contact email address Investor.relations@fonterra.com
Date of release through MAP

Thu, 24/09/2026