FCG – Waivers and Rulings for Migration

17 December 2024

NZ RegCo Decision
Fonterra Co-operative Group Limited (NS) (FCG)

Application for Rulings and Waivers from NZX
Definitions of "Associated Person", "Disqualifying
Relationship", "Related Party" and "Issuer", Listing Rules
2.2, 2.3, 2.5, 2.10.2, 2.11, 2.13.2(c), 2.20.1(a), 2.20.1(c),
3.4.2, 4.3.1(a), 4.3.1(b), 4.9.1, 4.14.1, 4.14.2, 4.15.1,
4.15.2, 5.1.1, 5.2.1, 6.1.1, 7.1.2(a), 7.8.3 and 8.1.4(d)
Rulings on new Listing Rule definitions, the decisions of
the Board of FCG, Milk Price disclosure, and Transfers
of Quoted Financial Products
Approvals under Listing Rules 6.2 and 8.1.6(b)

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Background
1. Fonterra Co-operative Group Limited (FCG) is a co-operative company registered under the
Companies Act 1993 and under the Co-operative Companies Act 1996, operating in the dairy
industry in New Zealand. As at the date of this decision, FCG's co-operative shares (Shares) are
quoted on the Fonterra Shareholders Market (FSM), a private market operated by NZX Limited
(NZX).
2. FCG's shareholders include the following:
a. supplying shareholders, being farmers who supply milk to FCG and meet its terms of supply;
b. secondary shareholders, being sharemilkers on farms that supply milk to FCG who have a
sharemilking agreement with a supplying shareholder, which includes agreement for the
sharemilker to hold Shares as a secondary shareholder; and
c. farmers who are associated with a supplying shareholder, being:
i. sharemilkers under a sharemilking arrangement with a supplying shareholder;
ii. contract milkers under a contract milking arrangement with a supplying shareholder; and
iii. dairy farmland owners who have leased their land (including milking platform) to a supplying
shareholder,
(together, the Farmer Shareholders).
3. Under FCG's constitution, the amount of Shares a Farmer Shareholder is entitled to hold is linked
to the amount of milk they supply to FCG over a dairy season. The number of Shares that a Farmer
Shareholder is required to hold moves in line with changes in milk production from one season to
the next. The purpose of the FSM was to allow Farmer Shareholders to buy and sell Shares in a
private market among themselves (TAF).
4. The Dairy Industry Restructuring Act 2001 (DIRA) requires FCG to appoint one or more market
makers.
5. FCG has determined to transition from the FSM to the NZX Main Board. FCG has applied for the
rulings, waivers and approvals set out in this decision given its co-operative nature and the
obligations under DIRA to allow FCG to List, and have its Shares quoted, on the NZX Main Board
(the Migration).
6. The applicable ruling, waiver or approval set out in this decision:
a. may not apply if the information in respect of it is not or ceases to be full and accurate in all
material respects; and
b. takes effect from date of the Migration (the Migration Date).
7. NZX Regulation Limited (NZ RegCo) grants the various ruling, waiver or approval decisions below
on the basis that the information provided by FCG is complete and accurate in all material respects.
8. As FCG will not be able to fully comply with all the applicable Rules, NZ RegCo has determined to
apply a Non-Standard (NS) designation over FCG to act as a notification to the market that FCG
has unique governance arrangements in place.

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9. Capitalised terms that are not defined in this decision have the meanings given to them in the Rules.
Confidentiality
10. FCG applied for these waivers as it began preparing for the Migration. FCG has requested that
these decisions be kept confidential until an announcement of the Migration is released to the
market.
11. In accordance with Rule 9.7.2(a), NZ RegCo grants FCG's request.

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Ruling on new Listing Rule definitions
Decision
12. NZ RegCo rules that the following definitions be included in Part A (Definitions) of the Rules, in
the appropriate alphabetical order.
Authorised Fund means any person or persons authorised by the Board to perform the role and
functions of an "Authorised Fund" as set out in the Issuer's constitution.
Co-operative Council means the Councillors who number not less than the required quorum,
acting together as the Co-operative Council, who have been elected or appointed in accordance
with the Issuer's constitution.
Councillor has the meaning given in the Issuer's constitution.
Custodian means a person designated as a "custodian" by the Issuer for the purposes of these
Rules being a person whom the Board is satisfied may act as a "custodian" in accordance with
the Issuer's constitution.
FSF means the Fonterra Shareholders' Fund, established by trust deed dated 23 October 2012.
FSF Manager means the manager of the FSF from time to time.
FSF Units means units in the FSF which entitle holders to an interest or right to participate in any
capital, assets, earnings, royalties, or other property of the FSF, and which are Listed on the Main
Board.
Market Maker has the meaning given to that term in the NZX Participant Rules.
Milk means whole milk, cream and any other component or classification of a mammary
secretion of a cow, as may be specified by the Board.
Milk Price means a price for Milk supplied to the Issuer by shareholders in a Season.
Milk Price Manual means the manual referred to in section 150F of the Dairy Industry
Restructuring Act 2001, which sets out the policies and methodology for the Milk Price Panel to
use in its determination of the Milk Price to be recommended to the Directors of the Issuer.
Nominee of the Director means:
(a) a spouse, domestic companion, child or parent of the Director, or
(b) a nominee or trustee for the Director or any person referred to in paragraph (a) provided
that, in respect of a nominee or trustee who acts for more than one person, when
considering a matter in respect of that nominee or trustee, only the interest held for the
Director or any person referred to in paragraph (a) will be considered, or
(c) an entity controlled by the Director or any person referred to in paragraph (a).
Season has the meaning given in the Dairy Industry Restructuring Act 2001.
Supplying Shareholder means any person who supplies Milk to the Issuer and is entered into
the Issuer's share register as a holder of its co-operative shares in accordance with the Issuer's
constitution.
Reasons
13. In coming to the decision to grant this ruling, NZ RegCo has considered that these definitions are
required in light of the rulings and waivers granted in other sections of this decision.

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Ruling on definition of "Associated Person"
Decision
14. NZ RegCo grants FCG a ruling that the definition of "Associated Person" in the Rules be
amended to:
a. include the following as sub-paragraph (i) :
"(i) neither the Issuer nor a Director of the Issuer is an Associated Person of:
i. the FSF, nor the FSF Manager, trustee or Custodian in respect of the FSF acting in
their capacity as FSF Manager, trustee or Custodian,
ii. a Market Maker acting in its capacity as a Market Maker, or
iii. the trustees of the trust, the trustees of which are the holders of all the shares in the
Custodian, where, in the case of the Director of the Issuer, that Director has been
selected by the Issuer to be such a trustee,
and no such person referred to in subclause (i) i. to iii. inclusive, when acting in that
capacity, is an Associated Person of the Issuer or a Director of the Issuer."
b. replace the full stop at the end of sub-paragraph (h) with a comma.

Reasons
15. In coming to the decision to grant this ruling, NZ RegCo has considered that:
a. each person referred to in sub-paragraphs (i) i. to iii. act in that capacity pursuant to the FSF
structure to facilitate the operation of the FSF; and
b. FCG submits that each of these persons should not be deemed to be an Associated Person
of FCG or a Director of FCG solely due that person acting in that capacity.
Ruling on definition of "Disqualifying Relationship"
Decision
16. NZ RegCo grants FCG a ruling that the definition of "Disqualifying Relationship" in the Rules be
amended to include the following provision at the end of the definition:
"Without limiting the definition, a Director shall be deemed to have a Disqualifying Relationship if:
(a) the Director or any Nominee of the Director is a Substantial Product Holder of the Issuer or
the Authorised Fund, other than solely as a consequence of:
(i) being a Director of the Issuer; or
(ii) the Issuer or a Related Body Corporate of the Issuer having a Relevant Interest in FSF
Units; or
(iii) the Director or any Nominee of the Director having a Relevant Interest in FSF Units in
their capacity as a trustee of a trust in respect of which they are not a beneficiary; or

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(b) the Director or a Nominee of the Director would be qualified to be elected as a Director of the
Issuer in accordance with clause 12.3 of the Issuer's constitution;
For the purposes of this definition, notwithstanding the above, a Director of the Issuer will not
have a Disqualifying Relationship:
(i) because they are a trustee of a trust and in that capacity hold shares in the Custodian;
or
(ii) because they are a beneficiary of the trust referred to in (i) in their capacity as a
Supplying Shareholder; or
(iii) because they are appointed by the Issuer to be a director of the Custodian or the FSF
Manager."
Reasons
17. In coming to the decision to grant the ruling set out above, NZ RegCo has considered that:
a. sub-paragraphs (a) and (b) above expand on who is not "Independent" by including
Substantial Product Holders of FCG or the FSF (with certain exceptions) and those persons
who can be elected as a "Farmer Director" (being a person who meets the qualifications set
out in clause 12.3 of FCG's constitution to be elected as a Director by FCG's shareholders
(Shareholders)); and
b. certain exceptions should apply to facilitate the operation of the FSF, noting that a Director
holding such office acts as a representative of FCG in such capacity.
Ruling on definition of "Related Party"
Decision
18. NZ RegCo grants FCG a ruling that the definition of "Related Party" in the Rules be amended to
a. include the following as sub-paragraph (g) at the end of the definition:
"(g) that person is acting in their role as the Custodian, or FSF Manager or trustee of the
FSF, or as a Market Maker."
b. delete the word "or" at the end of sub-paragraph (e); and
c. replace the full stop at the end of sub-paragraph (f) with the words ", or".

Reasons
19. In coming to the decision to grant the ruling set out above, NZ RegCo has considered that:
a. FCG may need to contract with the Custodian, the FSF Manager, the trustee of the FSF
and/or the Market Makers for the proper operation of the FSF; and
b. such persons should not be deemed Related Parties of FCG as a result of FCG's contractual
arrangements with these persons for the operation of the FSF.

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Ruling on definition of "Issuer"
Decision
20. NZ RegCo grants FCG a ruling that sub-paragraph (c) of the definition of "Issuer" in the Rules be
amended by replacing the full stop at the end of that sub-paragraph with the following sentence:
"except that it does not include the Custodian (and, in relation to the disclosure of information,
does not include the FSF Manager)."
Reasons
21. In coming to the decision to grant the ruling above, NZ RegCo has considered that this ruling is
required to clarify that, for the purposes of the Rules and disclosure, neither the Custodian nor the
FSF Manager could be seen as FCG.
Waiver from Listing Rule 2.2 and 2.3
Decision
22. Subject to the condition set out below, NZ RegCo grants FCG a waiver from Rule 2.2 and Rule
2.3 to allow Farmer Directors to be elected by Shareholders otherwise than in accordance with
Rule 2.2 and 2.3.
23. The waiver above is granted on the condition that the Shareholders who may vote on the election
of Farmer Directors are all Shareholders at the record date for determining the entitlement to vote
who would have been entitled to attend and vote at a meeting of Shareholders if the election had
been at a meeting of Shareholders.
Reasons
24. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. the waiver granted allows FCG to continue to run its election process for Farmer Directors in
the manner that it does currently;
b. FCG's current nomination and election process for Farmer Directors is thoroughly
understood by Shareholders and reflects the co-operative nature of FCG; and
c. FCG has submitted, and NZ RegCo has no reason not to accept, that FCG's election
procedures are a robust and appropriate method of providing representation for
Shareholders while ensuring there is appropriate independence on FCG's Board.
Waiver from Listing Rule 2.5
Decision
25. NZ RegCo grants FCG a waiver from Rule 2.5 as FCG’s constitution does not permit a Director to
appoint an alternate.

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Reasons
26. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. FCG's constitution does not permit a Director to appoint an alternate, and FCG submits that,
due to its co-operative structure, it is not appropriate that Directors have the power to appoint
an alternate;
b. clause 48.4(d) of FCG's constitution provides that the Rules override FCG's constitution
where inconsistent; and
c. therefore, this waiver is required to ensure that Rule 2.5 does not override FCG's constitution
to permit the appointment of alternate Directors.
Ruling on Listing Rule 2.10.2
Decision
27. NZ RegCo grants FCG a ruling that Rule 2.10.2 be amended to:
a. insert the following provisions as new Rules 2.10.2(c) and 2.10.2(d):
"(c) which gives rise to the interest is a transaction in the ordinary course of business of the
Issuer and is between:
(i) the Issuer and that Director in his or her capacity as a Supplying Shareholder, or
(ii) the Issuer and any person referred to in section 139 of the Companies Act 1993
which gives rise to the interest of the Director, in that person's capacity as a
Supplying Shareholder,
and is a transaction or matter with all or a number of Supplying Shareholders, and
where the transaction or matter is not with all Supplying Shareholders, the terms of the
transaction or matter (and the level of participation, if applicable) are determined
according to criteria that apply to that number of Supplying Shareholders generally, or
(d) is one in respect of which the Director of the Issuer is interested because he or she has
been selected by the Board to be, and is therefore also:
(i) a Director of the FSF Manager, or
(ii) a Director of the Custodian, or
(iii) a trustee of a trust, the trustees of which are the holders of all the shares of the
Custodian."
b. replace the full stop at the end of Rule 2.10.2(b) with the words ", or".
Reasons
28. In coming to the decision to grant the ruling set out above, NZ RegCo has considered that:

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a. the policy behind Rule 2.10.1 is to prevent situations arising whereby Directors who have a
material vested interest in a transaction may be involved in discussions or authorise the
entry into, or implementation of, matters that are detrimental to the interests of Security
Holders as a result of that interest;
b. Rule 2.10.2 provides carve outs to the restrictions set out in Rule 2.10.1 in respect of
interested Directors, and the ruling above extents the carve outs contained in Rule 2.10.2;
c. as a co-operative, FCG submits that it is important to Shareholders that a majority of the
Board are persons with a direct or indirect interest in a Supplying Shareholder;
d. the "interest" test under section 139 of the Companies Act 1993 does not require the Director
to be a party to a transaction; it is sufficient if they may derive a material financial benefit
from the transaction;
e. FCG submits that many decisions of the Board impact Supplying Shareholders and FCG is
constantly interacting with its Supplying Shareholders on a wide range of issues, with Farmer
Directors being Supplying Shareholders or associated with Supplying Shareholders through
their direct or indirect interest;
f. therefore, given FCG will seek to enhance value for Shareholders in its decision making,
Farmer Directors could be interested in many of the significant decisions FCG makes by
deriving a material financial benefit;
g. FCG submits, and NZ RegCo has no reason not to accept, that not permitting the Farmer
Directors to vote in circumstances described at new Rule 2.10.2(c) is inappropriate for a
number of reasons:
i. it is directly contrary to the position sought by Shareholders; that FCG is controlled by
Supplying Shareholders (with more than half of the Board being Farmer Directors, each of
whom have a direct or indirect interest in a Supplying Shareholder);
ii. there are legitimate reasons why the Board may take action in relation to a particular group
of Supplying Shareholders rather than all Supplying Shareholders;

iii. if FCG had to seek regulatory approval or formal Shareholder approval before carrying out
any new supplier initiative or changing any existing initiative, this would result in significant
operational delays and inefficiencies for FCG; and
iv. FCG is operating in a competitive global industry and needs to be able to make decisions
in relation to its suppliers in an agile and dynamic way to remain competitive for milk
supply;
h. the carve-out in new Rule 2.10.2(c) is qualified by the need to be with all Supplying
Shareholders or, if not with all Supplying Shareholders, that the level of participation is
determined according to criteria that apply to that number of suppliers generally, which
ensures that Farmer Directors or the Supplying Shareholder associated with them are not
getting any ‘special benefit’ or ‘favourable treatment’ under any supplier initiative; and
i. FCG Directors should not be prevented from voting in the circumstances described in new
Rule 2.10.2(d) as those Directors are appointed to those positions to representing FCG, and
have no personal interest in the relevant person.

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Waiver from Listing Rule 2.11
Decision
29. NZ RegCo grants FCG a waiver from Rule 2.11 in respect of the remuneration of Independent
Directors (being those Directors who do not meet the criteria to be Farmer Directors as set out in
clause 12.3 of the FCG's constitution). The waiver is granted for the period commencing on the
Migration Date until the date that the remuneration set for the Independent Directors is ratified by
Shareholders. Thereafter, any increase in the remuneration for Independent Directors must be
approved by Shareholders in accordance with the Rules.
Reasons
30. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. the waiver will permit the level of remuneration for Independent Directors to be what it is
currently, which is the same level of remuneration set for Farmer Directors (and such
remuneration was approved by the Shareholders); and
b. the waiver from Rule 2.11 is only transitory, and the Rules require FCG to seek shareholder
approval for any future increases to Independent Director remuneration.
Waiver from Listing Rule 2.13.2(c)
Decision
31. NZ RegCo grants FCG a waiver from Rule 2.13.2(c) on the conditions that:
a. there be at least two Independent Directors on the Audit Committee;
b. one of the Independent Directors on the Audit Committee is the Chair of that Committee;
c. at least one Independent Director on the Audit Committee has an accounting or financial
background; and
d. there are no more than five members on the Audit Committee.
Reasons
32. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. FCG is a closed share-register dairy co-operative. In November 2023, Shareholders
approved reducing the size of FCG’s Board, and have indicated a strong desire for majority
Farmer Director representation on FCG’s Board;
b. a Farmer Director is not eligible for status as Independent Director due to his or her direct or
indirect interest as a Supplying Shareholder, which is a consequence of FCG’s co-operative
structure;
c. FCG has been operating in accordance with FSM Listing Rule requirements for an extended
period. Under the FSM Listing Rules there is no requirement for any members of FCG’s Audit
Committee to be Independent Directors;

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d. as a majority of FCG's Board are non-Independent Directors, and FCG is in the process of
reducing its number of Directors, it will be difficult for FCG to meet the requirement under
Rule 2.13.2(c) to have an Audit Committee with a majority of Independent Directors without
excluding Farmer Directors or decreasing the number of Independent Directors on other
Committees to rebalance the workload between Directors; and
e. FCG’s minimum Board committee size is five directors, and without the waiver, there would
be no ability for the Audit Committee to operate should something unforeseen happen to an
Independent Director (such as illness or a sudden resignation) until an urgent waiver could be
obtained.
Ruling on decisions of the Board
Decision
33. NZ RegCo rules that FCG must comply with following requirement:
"The following decisions of the Board must be approved by a majority of not less than 75% of the
Directors participating at the Board meeting to consider the matter (and being entitled to vote and
be counted in the quorum for that purpose) and such majority must include at least a majority of
the Independent Directors who are entitled to vote and be counted in the quorum for that
purpose:
(a) a decision to pay an aggregate amount for Milk in excess of the aggregate amount for Milk
calculated pursuant to the Milk Price Manual,
(b) a decision to amend or replace the Milk Price Manual,
(c) a decision to promote, or support, an amendment to, or replacement of, the Issuer's
constitution that would have a material adverse effect on the rights attached to the co-
operative shares of the Issuer which are from time to time held by the Custodian in respect
of which economic rights have been granted to the trustee of the FSF, or
(d) a decision to appoint as an Independent Director a person who has not been supported by a
majority of the directors of the FSF Manager of the FSF who are not also Directors of the
Issuer (with such support evidenced by advice as to such support from that FSF Manager)."
Reasons
34. In coming to the decision to grant the ruling set out above, NZ RegCo has considered that:
a. this ruling provides protection for the FSF Unit Holders;

b. it is appropriate for NZ RegCo to grant a ruling rather than having the obligation incorporated
into FCG's constitution, as an obligation under the constitution can be altered by
Shareholders; and
c. the same protection was afforded to FSF Unit Holders under FSM Listing Rule 1.6.3, and
FCG submits that it is appropriate to continue to give FSF Unit Holders this protection.

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Waiver from Listing Rule 2.20.1(a) and 2.20.1(c)
Decision
35. NZ RegCo grants FCG a waiver from Rules 2.20.1(a) and 2.20.1(c) of the Rules. The waiver is
granted for the period commencing on the Migration Date until the date the requisite amendments
to FCG's constitution that are required to comply with Rule 2.20.1(a) and 2.20.1(c) are approved
by Shareholders.
Reasons
36. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. FCG intends to amend its constitution to comply with Rule 2.20.1(a) and Rule 2.20.1(c)
(subject to the waivers set out in this decision), such amendments to take effect upon
approval by Shareholders;
b. therefore, a transitory waiver from Rules 2.20.1(a) and 2.20.1(c) is appropriate, to give FCG
time to amend its constitution to comply with Rule 2.20.1(a) and Rule 2.20.1(c); and
c. NZ RegCo is comfortable granting FCG a transitory waiver for the following reasons:

i.
FCG's constitution already requires FCG to comply with the Rules, and further provides
that if any provision in the constitution is inconsistent with the Rules, that provision shall be
deemed to be amended, or deleted, to the extent necessary to make that provision
consistent with the Rules; and

ii.
therefore, even without explicit incorporation of the provisions set out under Rules
2.20.1(a) and 2.20.1(c) in the constitution, FCG is required to comply those provisions.

Ruling on Listing Rule 3.4.2
Decision
37. NZ RegCo grants FCG a ruling that Rule 3.4.2 of the Rules be amended by replacing the full stop
at the end of that Rule with the following sentence:
", or where the waiver from Listing Rule 5.1.1 and/or Listing Rule 5.2.1 applies (or would apply if
the reference to 10% in the definition of "Material Transaction" was a reference to 5%)."

Reasons
38. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. Rule 3.4.2 provides exceptions to the requirement under Rule 3.4.1 for an Issuer to disclose
details of a transaction or a related series of transactions with a Related Party through MAP;
b. this ruling extends the exceptions under Rule 3.4.2, by including the transactions which are
contemplated by the decisions made in respect of Rule 5.1.2 and Rule 5.2.2 in this decision
document; and

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c. FCG submits that, in circumstances where shareholder approval is not required for a
transaction or a related series of transactions because the rulings in respect of Rule 5.1.2
and Rule 5.2.2 apply, FCG should also not be required to disclose details of that transaction
or related series of transactions on MAP.
Ruling on Milk Price disclosure
Decision
39. NZ RegCo rules that FCG must comply with following Rule:
"If the Board sets a Milk Price for any Season that is not the same as the Milk Price
recommended by the Milk Price Panel in respect of that Season, and the Milk Price determined
by the Board exceeds the Milk Price that was determined in accordance with the Milk Price
Manual for that Season, the Issuer shall disclose that fact through MAP, and provide details of its
decision (including reasons for such decision being made)."
Reasons
40. In coming to the decision to grant the ruling above, NZ RegCo has considered that:
a. the policy behind this ruling is to provide protection for FSF Unit Holders;

b. it is appropriate for NZ RegCo to grant a ruling rather than having the obligation incorporated
into FCG's constitution, as an obligation under the constitution can be altered by
Shareholders; and
c. the same protection was afforded to FSF Unit Holders under FSM Listing Rule 2.4.3, and
FCG submits that it is appropriate to continue to give FSF Unit Holders this protection.

Ruling on Listing Rule 4.3.1(a) and 4.3.1(b)
Decision
41. NZ RegCo grants FCG a ruling that Rules 4.3.1(a) and 4.3.1(b) be amended by removing the
reference to "Voting and".
Reasons
42. In coming to the decision to grant the ruling above, NZ RegCo has considered that the ruling is
appropriate as a Supplying Shareholder has one vote for every 1,000 kilograms of milksolids
supplied to FCG, but excluding any milk for which the Supplying Shareholder does not hold
Shares in accordance with the FCG's Share Standard. Accordingly, it is not possible for FCG to
comply with the requirement under Rules 4.3.1(a) and 4.3.1(b) to issue Shares to maintain
proportionate Voting rights.
Ruling on Listing Rule 4.9.1
Decision
43. NZ RegCo grants FCG a ruling that Rule 4.9.1 be amended to:

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a. include the following as new Rule 4.9.1(e):
"(e) the issue is made to the Custodian in respect of the FSF to facilitate the operation of the
FSF."
b. delete the word “or” at the end of Rule 4.9.1(c); and
c. replace the full stop at the end of Rule 4.9.1(d) with the words ", or".
Reasons
44. In coming to the decision to grant the ruling above, NZ RegCo has considered that it is
appropriate to grant the ruling in order to facilitate the operation of the FSF.
Ruling on Listing Rule 4.14.1
Decision
45. NZ RegCo grants FCG a ruling that Rule 4.14.1 be amended as follows:
a. the following provisions shall be inserted after Rule 4.14.1(e):
"(f) any acquisition, redemption or surrender of shares permitted or required to be made
by the Issuer under the Co-operative Companies Act 1996, or
(g) an acquisition or redemption permitted or required to be made by the Issuer under the
Dairy Industry Restructuring Act 2001, or from a Custodian in respect of the FSF, or
from a Custodian on behalf of one or more Market Makers,"
b. Rule 4.14.1(b)(ii)(A) shall be amended by beginning with the phrase "subject to Rule
4.14.1(j),";
c. Rule 4.14.1(f) shall be renumbered as Rule 4.14.1(h), and the word "and" at the end of that
Rule shall be deleted;
d. Rule 4.14.1(g) shall be renumbered as Rule 4.14.1(i), and the full stop at the end of that Rule
shall be deleted and replaced with the words ", and"; and
e. the following new Rule 4.14.1(j) shall be inserted at the end of Rule 4.14.1:
"(j) Rule 4.14.1(b)(ii)(A) will not apply if the acquisition is made from a Director of the
Issuer or an Associated Person of such a Director where the Director or Associated
Person is a Supplying Shareholder and the acquisition is from all or a number of
Supplying Shareholders (and where the acquisition is not made from all Supplying
Shareholders, the terms of the acquisition and the level of participation, if applicable,
is determined according to criteria applying to that number of Supplying Shareholders
generally)."

Reasons
46. In coming to the decision to grant the ruling above, NZ RegCo has considered that:
a. new Rule 4.14.1(f) preserves FCG's right to acquire, redeem or surrender shares under the
Co-operative Companies Act 1996;

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b. new Rule 4.14.1(e) is required to facilitate the operation of the FSF; and
c. given Farmer Directors will also be Supplying Shareholders or associated with Supplying
Shareholders through their direct or indirect interest, the addition of Rule 4.14.1(j) is required
to allow Rule 4.14.1(b)(ii)(A) to apply even if a Director, or an associated person, participates
in an acquisition of Equity Securities in their capacity as a Supplying Shareholder if they are
but one of a number of participants and do not receive any favourable treatment.
Ruling on Listing Rule 4.14.2
Decision
47. NZ RegCo grants FCG a ruling that Rule 4.14.2 be amended by inserting the following words
after the reference to "Minimum Holding":
"or an acquisition, surrender or redemption under Rule 4.14.1(f) and 4.14.1(g),"
Reasons
48. In coming to the decision to grant the ruling set above, NZ RegCo has considered that this ruling
is required to align Rule 4.14.2 with the variations made to Rule 4.14.1 under the ruling set out in
this decision.
Ruling on Listing Rule 4.15.1
Decision
49. NZ RegCo grants FCG a ruling that Rule 4.15.1 be amended to:
a. insert the following provision as new Rule 4.15.1(c):
"(c) is permitted by the Dairy Industry Restructuring Act 2001."
b. delete the word "or" at the end of Rule 4.15.1(a); and
c. replace the full stop at the end of Rule 4.15.1(b) with the words ", or".
Reasons
50. In coming to the decision to grant the ruling above, NZ RegCo has considered that:
a. FCG is permitted under section 161D of the Dairy Industry Restructuring Act 2001 to give
financial assistance in certain limited circumstances to facilitate the operation of the FSF; and
b. therefore, this ruling is required to allow FCG to give financial assistance if this is permitted by
DIRA.

NZ RegCo

16


Ruling on Listing Rule 4.15.2
Decision
51. NZ RegCo grants FCG a ruling that:
a. Rule 4.15.2(a) be amended by inserting the following phrase after the phrase "or Associated
Person of a Director":
"except where participation is determined according to criteria applying to all persons eligible
to receive the financial assistance and the persons so eligible are not solely persons who are
Employees, Directors of the Issuer, or Associated Persons of Directors of the Issuer,"
b. Rule 4.15.2 be amended by inserting the following as new Rules 4.15.2(d) and 4.15.2(e):
"( d) the financial assistance is given to a Market Maker, Custodian, FSF Manager or trustee
of the FSF, or any other person for the purposes of the establishment or operation of the
FSF, or
(e) the financial assistance is given to a person to facilitate the acquisition of the Equity
Securities issued by the Issuer and held by the Custodian on behalf of the FSF upon the
cessation of the FSF or the FSF ceasing to be an Authorised Fund for the purposes of the
Issuer's constitution."
and omitting the use “or” at the end of Rule 4.15.2(b)(iii).
Reasons
52. In coming to the decision to grant the ruling above, NZ RegCo has considered that:
a. given that Farmer Directors are Supplying Shareholders or associated with Shareholders
through their direct or indirect interest, the ruling above is appropriate as it allows Farmer
Directors to participate in financial assistance where they are not the sole persons receiving
the financial assistance, and participation is determined according to criteria applying to all
persons eligible to receive the financial assistance;
b. this ruling:
i. is necessary to facilitate the operation of the FSF as it allows FCG to meet the costs of
operating the FSF and the costs of participant who operate the FSF; and
ii. is necessary to allow FCG to fund a party if the FSF is removed or it ceases to be
authorised and its activities are assumed by another party, which becomes the
"Authorised Fund".
Waiver from Listing Rule 5.1.1
Decision
53. NZ RegCo grants FCG a waiver from Rule 5.1.1(b) to the extent required to allow FCG to enter
into and perform its Primary Business Undertakings, these being:

NZ RegCo

17


a. any transaction or series of linked or related transactions entered into by FCG relating to the
purchase and payment by FCG for Milk, or
b. any transaction or series of linked or related transactions entered into by FCG with a
customer for the supply by FCG of dairy products derived from, or manufactured using, Milk
supplied to FCG.
54. This waiver is made on the conditions that:
a. FCG’s Directors certify to NZX that the granting of the waiver is in the best interest of each of:
i. FCG; and
ii. Shareholders as a whole;
b. FCG’s Directors certify to NZX that the transactions comprising the Primary Business
Undertakings will:
i. not significantly change the nature of FCG’s business; and
ii. be in the ordinary course of FCG’s business;
c. FCG’s Directors certify to NZX that the transactions comprising the Primary Business
Undertakings are in the best interest of each of:
i. FCG; and
ii. Shareholders as a whole;
d. FCG’s Directors include in the certificate referred to in conditions (a), (b) and (c) a summary
of the core grounds for the certifications given under each limb of conditions (a), (b), and (c),
described above,
e. the certificate referred to in conditions (a) to (d) be published by NZX to the market alongside
the publication of this waiver decision; and
f. the waiver, its conditions and implications are disclosed in FCG's first annual report after the
publication of the waiver.
Reasons
55. In coming to the decision to grant the waiver above, NZ RegCo has considered that:
a. the granting of this waiver will not offend the policy behind Rule 5.1.1, as the policy behind
Rule 5.1.1 is to regulate transactions that are so significant to the Issuer and therefore so
likely to impact shareholders’ interests, that shareholders should have an opportunity to
consider and vote on the transaction before it can take effect. The Primary Business
Undertakings are business as usual transactions for FCG in respect of its core business
undertaking, and therefore do not offend this policy;
b. the entry into and performance of the Primary Business Undertakings are arrangements
where FCG is undertaking business as usual activities involving the collection and processing
of the milk supplied to it by its Shareholders and in selling the resulting products, rather than

NZ RegCo

18


being transactions that change the nature of its business. The conditions of the waiver require
the Directors of FCG to give certification to this effect which will be published to market;
c. the NZX Guidance Note Major and Related Party Transactions contemplates waivers being
granted from Rule 5.1.1 where an Issuer is entering into arrangements where it is receiving
cash under a contract in excess of 50% of the Issuer’s Average Market Capitalisation where
the Issuer is undertaking business as usual activities;
d. other than in respect of the Primary Business Undertakings, FCG must comply with the
requirements of Rule 5.1.1, meaning that when seeking to enter into any transaction that
would significantly change its nature of business or involves a Gross Value above 50% of its
Average Market Capitalisation which is not a Primary Business Undertaking, FCG must seek
shareholder approval; and
e. the major transaction provisions of the Companies Act 1993 provide that a transaction the
value of which exceeds 50% of the value of the company’s assets must be approved by a
special resolution of shareholders, or be contingent upon such approval. This requirement
cannot be waived. Shareholders retain the protections of the Companies Act 1993 for
transactions that are significant compared to the value of the company’s assets, and will have
the opportunity to vote on these transactions.
Waiver from Listing Rule 5.2.1
Decision
56. NZ RegCo grants FCG a waiver from Rule 5.2.1 to the extent required to allow FCG to enter into
and perform:
a. any transaction entered into in the ordinary course of business of FCG with all or a number of
Supplying Shareholders, and where the transaction is not with all Supplying Shareholders,
the terms of the transaction (and the level of participation, if applicable) are determined
according to criteria that apply to that number of Supplying Shareholders generally; or
b. any transaction or series of linked or related transactions entered into by FCG with its
Supplying Shareholders for the purchase and payment by FCG for Milk supplied by Supplying
Shareholders,
(together the Exempted Rule 5.2 Transactions) without seeking shareholder approval.
57. This waiver is granted on the conditions that:
a. FCG’s Directors certify to NZX that the granting of the waiver is in the best interest of each of:
i. FCG; and
ii. Shareholders as a whole;
b. FCG’s Directors certify to NZX that:
i. it will not enter into the Exempted Rule 5.2 Transactions due to, and the terms of the
Exempted Rule 5.2 Transactions will not be subject to, undue influence by the relevant
Related Party; and

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19


ii. any Exempted Rule 5.2 Transactions will be on arm’s length terms;
c. FCG’s Directors include in the certificate a summary of the core grounds for the certifications
given under each limb of conditions (a) and (b) described above;
d. the certificate referred to in conditions (a), (b), and (c) be published by NZX to the market
alongside the publication of the waiver; and
e. the waiver, its conditions and implications are disclosed in FCG's first annual report after the
publication of the waiver.
Reasons
58. In coming to the decision to grant the waiver set out above, NZ RegCo has considered that:
a. the purpose of Rule 5.2.1 is to ensure that shareholders have an opportunity to consider, and
vote on, such transactions where there is, or may be a perception of, the potential for undue
influence by a Related Party on an Issuer’s decision to enter into a transaction or agree to its
terms. NZ RegCo may waive the requirement to obtain shareholder approval of a Material
Transaction with a Related Party if it is satisfied that the personal connections with, or
involvement or personal interest of, any Related Party are immaterial or have not influenced
the promotion of, or the decision to enter into, the transaction or its terms and conditions. NZ
RegCo does not consider that granting this waiver offends the policy of the Rule;
b. FCG, as a co-operative company, undertakes a number of initiatives that are in the ordinary
course of its business which apply to a number of its Supplying Shareholders, and a Farmer
Director could participate in that initiative as a Supplying Shareholder; and
c. where a specified cohort of Supplying Shareholders is identified as being impacted by one of
FCG’s initiatives, the level of participation by the Farmer Director as a member of that
specified cohort is determined according to criteria that apply to that specific cohort generally.
This ensures that Farmer Directors and related parties will not receive any ‘special benefit’ or
‘favourable treatment' that would ordinarily require shareholder approval under the Rules.
Ruling on Listing Rule 6.1.1
Decision
59. NZ RegCo grants FCG a ruling that Rule 6.1.1 be amended by deleting the sentence "Votes must
be counted according to the votes attached to the Financial Products of each Financial Product
holder entitled to Vote and voting".
Reasons
60. In coming to the decision to grant this ruling, NZ RegCo has considered that the waiver is
appropriate given voting rights of a Shareholder is dependent upon the Shareholder's supply of
milksolids to FCG, but excluding milk for which the Shareholder does not hold Shares in
accordance with FCG's Share Standard.

NZ RegCo

20


Approval under Listing Rule 6.2
Decision
61. NZ RegCo grants FCG approval pursuant to Rule 6.2 to determine Shareholder voting
entitlements in accordance with its constitution.
Reasons
62. In coming to the decision to grant this approval, NZ RegCo has considered that:
a. its approval is required pursuant to Rule 6.2 in order for FCG to determine Shareholder
voting entitlements in accordance with its constitution; and
b. it is appropriate to provide its approval to facilitate FCG's co-operative governance structure.
Ruling on Listing Rule 7.1.2(a)
Decision
63. NZ RegCo grants FCG a ruling that Rule 7.1.2(a) be amended by
a. adding the following new Rules 7.1.2(a)(ix) and 7.1.2(a)(x):
"(ix) amendments to the by-laws of the Co-operative Council, or
(x) approval of:
(A) the Co-operative Council programme and budget;
(B) the remuneration of Councillors; and
(C) the remuneration of the members of the Directors' Remuneration Committee."
b. deleting the word "or" at the end of Rule 7.1.2(a)(vii); and
c. replacing the full stop at the end of Rule 7.1.2(a)(viii) with a comma.
Reasons
64. In coming to the decision to grant this ruling, NZ RegCo has considered that it is appropriate to
grant this ruling to avoid NZ RegCo needing to review FCG's notice of meeting when
administrative matters in respect of the Co-operative Council and the Directors’ Remuneration
Committee are included in the notice of meeting.
Waiver from Listing Rule 7.8.3
Decision
65. NZ RegCo grants FCG a waiver from Rule 7.8.3 in respect of any notice of meeting to consider a
resolution to appoint, elect or re-elect Farmer Directors.

NZ RegCo

21


Reasons
66. In coming to the decision to grant this waiver, NZ RegCo has considered that:
a. in accordance with FCG's constitution, the election or re-election of Farmer Directors does
not take place at a meeting of shareholders to consider a resolution to appoint Farmer
Directors, but by holding of a postal vote run by a separate body and overseen by the Co-
operative Council; and
b. the rationale for granting this ruling is consistent with rationale for granting the waivers in
respect of Rule 2.2 and 2.3 in this decision.
Ruling on Listing Rule 8.1.4(d)
Decision
67. NZ RegCo grants FCG a ruling that Rule 8.1.4(d) is deleted and replaced with the following:
"(d) the Issuer is a co-operative company registered under the Co-operative Companies Act 1996
and either:
(i) the registration would result in Quoted Financial Products being transferred to persons that
are not "transacting shareholders" (as defined in that Act); or
(ii) the transfer is prohibited, or may otherwise be declined, in accordance with the Issuer's
constitution."
Reasons
68. In coming to the decision to grant this waiver, NZ RegCo has considered that FCG permits
persons who are not "transacting shareholders" to be Shareholders, but limits who those persons
are under its constitution.
Approval of Governing Document under Listing Rule
8.1.6(b)
Decision
69. NZ RegCo approves the following provisions in FCG's constitution which impose restrictions on
the transfer of Quoted Financial Products:
a. clause 2.3(a): the Board has absolute discretion to decide whether or not to accept an
application by a person to become a Shareholder;
b. clause 2.4: the Board may not admit certain persons as a Shareholder;
c. clause 3.1 & 3.2: no Shareholder may hold shares in excess of the prescribed limit;
d. clause 3.14: as it applies to limits (both as to purchasing and disposing);
e. clause 3.17: independent agent has power to acquire and dispose of shares;

NZ RegCo

22


f. clause 3.20: power to require a Shareholder to reduce their shareholding;
g. clause 3.23: power of the Board to specify a Base Limit;
h. clause 3.24: power to require disposal of Shares;
i. clause 4: compliance and remedies;
j. clauses 6.4 & 6.6: limits applicable to the Registered Volume Provider;
k. clause 7: limits on the participation by the Authorised Fund;
l. clause 30.4: restrictions on whom shares may be transferred;
m. clause 30.5: transfer restrictions in respect of Sharemilkers; and
n. clause 30.7: right of the Board to refuse to register transfers.
Reasons
70. In coming to the decision to grant the approval above, NZ RegCo has considered that the
approval is fundamental to maintaining FCG's co-operative ownership structure – where only
permitted persons can be Shareholders and there are restrictions on the minimum number and
maximum number of Shares that can be held.
Ruling on Transfers of Quoted Financial Products
Decision
71. NZ RegCo grants FCG a ruling that FCG must comply with the following rule:
"The Issuer must not refuse to accept or register a transfer of Quoted Shares solely on the
grounds that the transfer involved an interim transfer of title to a person not entitled to hold such
shares under the Issuer's constitution (a "Restricted Person") provided that the interim transfer
of title was required for the Restricted Person to facilitate the transfer of title to the ultimate
purchaser as part of the operating share transfer system."
Reasons
72. In coming to the decision to grant the ruling set out above, NZ RegCo has considered that:
a. due to its co-operative ownership structure, FCG's constitution only permits certain persons
to hold Shares, and restricts who Shares can be transferred to;
b. however, during the trading day, brokers, dealers and clearing agents (who are not permitted
to hold Shares under FCG's constitution) will nonetheless be recorded as holders of Shares
to give effect to the NZX Clearing System; and
c. this ruling grants an exception to the restrictions under FCG's constitution (and ensures that
the ruling overrides the relevant restrictions in FCG's constitution) by allowing the brokers,
dealers and clearing agents to hold legal title to Shares to facilitate the transfer of title to
Shares to the ultimate purchaser, provided that those persons have an agreement with FCG
governing the terms of their involvement in facilitating the trading of Shares.

---

FONTERRA CO-OPERATIVE GROUP LIMITED (NS)
(the "Company")
Directors' Certificate
(Condition of NZX Regulation Limited's waiver from NZX Listing Rule 5.2.1)
BACKGROUND
A. The Company intends to transit
ion to the NZX Main Board.
B. In a decision of NZX Regulation Limited ("NZ RegCo") dated on or around the date of this
certificate
(the
"Decision"), NZ RegCo granted the Companya waiver (the "Waiver") fromRule
5.2.1
of
the NZX Listing Rules (the "Rules") to the extent required to allow the Company to
enter into and p
erform
:
i. any transaction entered i
nto in the ordinary course of business of the Company with all
or
a number of Supplying Shareholders, and where the transaction is not with
all
Supplying Shareholders, the terms of the transaction (and the level of participation, if
applicable)
are determined according to criteria that apply to that number of
Supplying
Shareholders generally; or
ii. any transaction or series of linked or related transactions entered into by the Company
with its Supplying Shareholders for the purchase and payment by the Company for Milk
supplied by Supplying Shareholders,
(together, the "Exempted Rule 5.2 Transactions") without seeking shareholder approval.
C. The
W
aiver was given on the condition that the directors of the Company (the "Directors") give
this certificate.
D. Capitalised term
s not defined in this certificate shall have the meanings given to them in the
Decision.
CERTIFIC
ATION
We, being all of the Directors, certify that:
1.in our opinion the relief sought under the Waiver is in the best interest of each of:
a)the Company; and
b)the Company's shareholders ("Shareholders") as a whole;
2.the Company will not enter into an Exempted Rule 5.2 Transaction due to, and the terms of
the Exem
pted Rule 5.2 Transaction will not be subject to, undue influence by the rele
vant
Related Party; and
3.any Exempted Rule 5.2 Transaction will be on arm’s length terms.
GROUNDS FOR THE CERTIFICATION
A summary of the core grounds for the certification given by the Directors above are as follows:
1.Because of the Company's co-operative ownership and governance structure, the Company
regularly undertakes:
a)transactions with its Supplying Shareholders for the purchase and payment of milk;
and

b)other initiatives that are in the ordinary course of its business which apply to a
number of
its Supplying Shareholders,
and a Farmer Director could participate in that transaction or initiative as a Supplying
Shareholder.
2.Examples of initiatives referred to at paragraph 1(b) above include (but are not limited to):
a)Co-operative Difference payments;
b)Invest as you Earn;
c)incentives based on milk quality under the Fat Evaluation Index grading system;
d)Farm Source rewards; and
e)the provision of an online trading platform to Shareholders where the Company
pays
the brokerage fees
.
3.Shareholders are well aware and expect that Farmer Directors are also Supplying
Shareholders or
associated with Supplying Shareholders and may participate in transactio
ns
or initiatives as referred to in paragraph 1 in their capacity as Supplying Shareholders or
associates of Su
pplying Shareholders from time to time.
4.Such transactions and initiatives are undertaken by the Company with the objective of being
in
the best interest of the Company (and therefore its Shareholders as a whole), give
n
Shareholders are suppliers to the Company or associated with Supplying Shareholders.
5.Where a specified cohort of Supplying Shareholders is identified as being impacted by one of
the
Company's initiatives, the level of participation by the Farmer Director as a member of
that
specified cohort is determined according to criteria that apply to that specific cohort generally.
This ensures that Farmer Directors and their related parties will not receive any ‘specia
l
benefit’ or ‘favourable treatment' that would ordinarily require Shareholder approval under the
Rules.
6.In entering these types of transactions or initiatives, the Company and the participating
Supplying Shareholder (including any Farmer Director who is participating as a Suppl
ying
Shareholder) will each be acting:
a)independently;
b)in their own best interests; and
c)as if they are not related to the other party to the transaction or initiati
ve.
7.Without this Waiver, participation by a Farmer Director in these transactions or initiatives (or
any changes made to any existing transactions or initiatives that a Farmer
Director
participates in) may require prior Shareholder approval or be conditional on such Shareholder
approval.
This would likely result in delay and require the Company to incur unnecessary
cost
in holding ashareholder meetingand may result in disclosure of confidential and commercially
sensitive
information. In addition, if Farmer Directors and their associated persons
were
required to be excluded from these transactions or initiatives, were that possible, to avoid
having to seek
shareholder approval, that would be unfair to such Farmer Directors
and their
associated persons and may result in candidates to become Farmer Director reconsider their
decision to do so.
This is ultimately to the detriment of the Company and its Share
holders as
a whole.

DATED:
SIGNED:
Alistair FIELD Brent John
GOLDSACK
Bruce Ronald HASSALLHolly Suzanna KRAMER
Andrew Webster MACFARLANEPeter James MCBRIDE
John Richard NICHOLLSCatherine Agnes QUINN
Alison Jane WATTERS
20 December 2024

---

FONTERRA CO-OPERATIVE GROUP LIMITED (NS)
(the "Company")
Directors' Certificate
(Condition of NZX Regulation Limited's waiver from NZX Listing Rule 5.1.1(b))
BACKGROUND
A. The Company intends to transit
ion to the NZX Main Board.
B. In a decision of NZX Regulation Limited ("NZ RegCo") dated on or around the date of this
certificate
(the
"Decision"), NZ RegCo granted the Companya waiver (the "Waiver") fromRule
5.1.1(b)
of the
NZX Listing Rules (the "Rules") to the extent required to allow the Company to
enter into and p
erform
its Primary Business Undertakings, these being:
i. any transaction or series of linked or related transactions entered into by the Company
relating to
the purc
hase and payment by the Company for Milk; or
ii. any transaction or series of linked or related transactions entered into by the Company
with a customer for the supply by the Company of dairy products derived from,
or
manufactured using, Milk supplied to the Company.
C. The W
aiver was given on the condition that the directors of the Company (the "Directors") give
this certificate.
D. Capitalised terms not defined in this certificate shall have the meanings given to them in the
Decision.
CERTIFIC
ATION
We, being all of the Directors, certify that in our opinion:
1. the relief sought under the
Waiver is, and the transactions comprising the Primary Business
Undertakings are, in the best interest of each of:
(a)the Company; and
(b)the Company's shareholders ("Shareholders") as a whole; and
2. the transactions com
prising the Primary Business Undertakings will:
(a)not significantly change the nature of the Company's business; and
(b)be in the ordinary course of the Company's business.
GROUNDS FOR THE CERTIFICATION
A summary of the core grounds for the certification given by the Directors above are as follows:
1. The
Company
was established as a co-operative and its core purpose and principal activities
(as set out in its constitution) include collecting and processing the milk supplied to it by its
Shareholders and selling the resulting products, so as to maximise the wealth of its
Shareholders.
2.
Shareholders are
well aware of the Company's core purpose and principal activities and have
invested in the Company on that basis
.

3. The Waiver allows the Company to undertake its principal business activities and to achieve
the
core purpose for which it was set up, without the necessity of each transaction or
related
series of transactions which trigger the bright line test under Rule 5.1.1(b) of the Rules being
approved by Shareholders prior to entry or being conditional upon such Shareholder approval.
4. There are certain types of transactions that the Company undertakes (due to it being a co-
operative), which are fundamental to its business, that may cause the Company to more
readily
meet the 'bright line' test under Rule 5.1.1(b) of the Rules, including (but not limited to):
a) large milk payments and other incentives made to its supplying shareholders; and
b) long term supply contracts or master supply agreements with its customers, where all
supplies contemplated under a long term supply contract or master supply agreement
are treated as a "related series of transactions" with that customer.
5. Without the Waiver, the Company's business operations would be seriously disrupted by
requiring prior Shareholder approval and may result in disclosure of confidential and
commercially sensitive information. This is ultimately to the detriment of the Company and its
Shareholders as a whole.
DATED:
SIGNED:
Alistair FIELDBrent John GOLDSACK
Bruce Ronald HASSALLHolly Suzanna KRAMER
Andrew Webster MACFARLANEPeter James MCBRIDE
John Richard NICHOLLSCatherine Agnes QUINN
Alison Jane WATTERS
20 December 2024