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Quarterly Flexible Shareholding Metrics Update

Quarterly Update13 June 2025FSFConsumer Staples

Flexible Shareholding Metrics
13June 2025

2
Flexible Shareholding metrics

Total shares on issue

above or below

the Share Standard

Shares held by

Ceased Shareholders and

Permitted Transferees

Shares held for the

Fonterra Shareholders’ Fund

•The percentage of Co-operative

Shares on issue above or below

the combined Share Standard of

all Shareholders

•The threshold range is set at total

Co-operative Shares on issue being

within +/- 15% of the Share Standard

•The percentage of shares held by

shareholders who have ceased

supplying milk to the Co-operative,

and/or transferred their shares to a non-

supplying person or entity in accordance

with the permitted transferee rules

•The threshold is set at no greater

than 25%

•The size of the Fonterra

Shareholders’ Fund has been

capped at 10% of shares on issue

to protect farmer ownership and

control of the Co-operative

FLEXIBLE SHAREHOLDING METRICS 13 JUNE 2025

11.24%12.42%

6.67%


from 12.90%


from 10.12% no change

Note: Comparative period is 12 months prior

As at 11 June 2025, the Co-operative was within the specified thresholds for all three Flexible Shareholding metrics

Flexible Shareholding metrics materially adjust in June to reflect the start of a new milk season

Additional
Information

To provide further transparency on

the distribution of Co-operative

ownership, Fonterra is providing

information on the proportion of

shares held by different shareholder

types and the number of shares to

be bought and sold by the

compliance date.

4
Considerations to additional information

When considering the information on the following pages, it’s important to note the level of shares held by Ceased Shareholders is not necessarily a reflection of

lost supply to the Co-operative.

•The number of shares linked to Ceased Shareholders reflects the number of shares linked to farm sales within a year. Typically, the majority of farms that are

sold continue to supply the Co-operative under the new owner. Therefore, the milk solids linked to Ceased Shareholders are not necessarily lost to the

Co-operative, but the shares become uncoupled from the original supplying farm. Historically around 60 – 90 million shares shift from being linked to a

Supplying Shareholder to a Ceased Shareholder at the end of each season.

•Under the Flexible Shareholding capital structure, new shareholders have up to six seasons to reach their minimum holding of shares, while shareholders at

the time of the capital structure vote have up to 15 seasons to share down after they cease to supply the Co-operative. Given the change in the minimum

shareholding requirement, it is possible to see a proportion of shares held by non-supplying shareholders for a longer period.

FLEXIBLE SHAREHOLDING METRICS 13 JUNE 2025

5
Shareholder distribution

Shareholder Distribution

Shareholder% of total shares on issue

Supplying Shareholders

Secondary Shareholders

Associated Shareholders

Ceased Shareholders

Permitted Transferees

Custodian, on behalf of the Fund

Custodian shares, on behalf of the Market Makers

Total shares on Issue

FLEXIBLE SHAREHOLDING METRICS 13 JUNE 2025

1,291,236,208

3,394,240

3,659,604

174,903,886

24,913,234

107,410,984

3,672,399

80.24%

0.21%

0.23%

10.87%

1.55%

6.67%

0.23%

1,609,190,555

100.00%

# of shares held as at 11 June 2025

6
Share compliance requirements

Share compliance requirements

Season

# of shares:

To be bought

To be sold

Season (continued)

# of shares:Total

To be bought

To be sold

The table below shows the final season that shares for compliance requirements must be bought and sold by. Shares can be bought and sold in advance of

these dates.

FLEXIBLE SHAREHOLDING METRICS 13 JUNE 2025

2025/262026/272027/282028/29

2029/30

2030/31

6,523,2325,541,5466,374,3675,731,905

4,302,315

2,889,387

445,141-136,067896,843

3,408,386

-

2031/32

2033/342034/352035/362036/372032/33

-

-----31,362,751

-

---195,103,713-199,990,150

7
Shareholdings relative to share standard

Note: Shareholding farms presented exclude Ceased Shareholders, Permitted Transferees, Associated

Shareholders and shareholding farms over 4x the Share Standard.

1. Milk Supply is derived from the shareholding farm’s Share Standard.

Shareholding relative to Share Standard

< 33%33% - 79%80% - 120%> 120%Total

# of shareholding farms

Milk Supply

1

(kgMS)

FLEXIBLE SHAREHOLDING METRICS 13 JUNE 2025

775

1,236

4,720

1,331

8,062

144,752,858

254,043,013

888,308,223

159,442,058

1,446,546,152

Shareholdings by shareholding farms relative to 1:1 Share Standard

Shareholdings by milk supply relative to 1:1 Share Standard

Shareholding farms

holding 33% of the

Share Standard

(Minimum Holding)

Shareholding farms

holding 100% of the

Share Standard

Shareholding farms holding

4x the Share Standard

(Maximum Holding)

Milk supply at 33% of

the Share Standard

(Minimum Holding)

Milk supply at

100% of the

Share Standard

Milk supply at 4x

the Share Standard

(Maximum Holding)

1

Prior year comparative

8
Glossary

8

Associated Shareholder

Is a Shareholder that is a Farm Lessor, Sharemilker or Contract Milker.

Ceased Shareholder

Is a Shareholder that has given notice of ceasing supply, or is treated as having given

such a notice, and whose cease notice has become effective.

Custodian

Means the Fonterra Farmer Custodian, which is the legal holder of the shares in respect

of which economic rights are held for the Fund and any Market Makers.

kgMS

Means kilograms of milk solids, the measure of the amount of fat and protein in the milk

supplied to Fonterra.

Market Maker

Is a third party appointed by the Co-op who is active in making bids and offers on a

minimum number of Fonterra Co-operative Group Shares.

Maximum Holding

Is the maximum number of shares a Supplying Shareholder can hold, which is equal to

4 times the Share Standard.

Minimum Holding

Is the minimum number of shares a Supplying Shareholder is required to hold, which is

equal to 33% of the Share Standard. New entrants have up to six seasons to meet this.

Non-supplying Shareholder

Means all shareholdings that are not Supplying Shareholders.

Permitted Transferee

Is a person who has been approved by the Co-op and who is (and remains) related

to or associated with a Ceased Shareholder.

Season

New Zealand: A period of 12 months from 1 June to 31 May.

Secondary Shareholder

Is a sharemilker as defined in section 34 of the Co-operative Companies Act that

holds shares as if they were a Supplying Shareholder, pursuant to section 44 of the

Co-operative Companies Act and clause 30.5 of the Constitution.

Share Standard

Means one share per one kgMS supplied, used to calculate a Supplying

Shareholder’s Minimum Holding and Maximum Holding.

Shareholding farm

Means a farm where the owning entity of the farm has a minimum required

shareholding of at least 1,000 shares in the Co-operative. This includes farms where

the owning entity is in the process of sharing up on a Share Up Over Time contract

entered into before Flexible Shareholding became effective.

Supplying Shareholder

Is a shareholder supplying milk to the Co-op.

FLEXIBLE SHAREHOLDING METRICS 13 JUNE 2025

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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