Notice of Annual Meeting Fonterra Co-operative Group Ltd

Notice of Hybrid Annual Meeting of
Shareholders and Explanatory Notes
Fonterra Annual Meeting 2025
10.30am on Thursday, 11 December 2025
Christchurch Town Hall - Limes Room
86 Kilmore St
Christchurch
Canterbury

Contents
FONTERRA CO-OPERATIVE GROUP LIMITED
2025 ANNUAL MEETING 1
Annual Meeting documents 1
How to join online 1
Questions 1
Meeting attendees 1
Voting 1
Voting entitlements 1
Proxies or representatives 2
Votes required and quorum 2
Results of voting 2
CHAIR’S LETTER 3
FONTERRA CO-OPERATIVE GROUP LIMITED
ANNUAL MEETING AGENDA 4
PART ONE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
FONTERRA CO-OPERATIVE GROUP LIMITED 5
Business 5
Annual Meeting proceedings 5
Remuneration of Directors, Co-operative Councillors and
Directors’ Remuneration Committee Members 5
Appointment of auditor 5
Amendments to the Constitution relating to Fonterra’s move to the
NZX Main Board 5
Co-operative Council report 5
Co-operative Council programme and budget 5
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 6
Welcome 6
Annual Meeting proceedings 6
Remuneration of Directors, Co-operative Councillors and Directors’
Remuneration Committee Members 6
Appointment of auditor 7
Amendments to the Constitution relating to Fonterra’s move to the
NZX Main Board 7
Co-operative Council programme and budget 9
Budget 10
Work programme 11

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes1
Fonterra Co-operative Group Limited
2025 Annual Meeting
Shareholders may attend and participate in the meeting
virtually via the online platform and will be able to vote
and ask questions during the meeting. Shareholders will
be required to enter their name, supply number and email
address.
More information regarding virtual attendance at the
meeting (including how to vote and ask questions virtually
during the meeting) is available on the Farm Source website
www.nzfarmsource.co.nz by following the voting links, and is
also available here: https://www.fonterra.com/nz/en/investors/
results-and-reporting/archived-reports.html.
Questions
Shareholders will be able to ask questions in person or, for
those attending online, via the online platform during the
Annual Meeting. We encourage shareholders to submit
questions online as early as possible to ensure that as many
questions as possible are received and addressed at the
appropriate time during the meeting.
Meeting attendees
The Annual Meeting is held for the benefit of shareholders
and their authorised proxies and representatives. Fonterra
management will also be in attendance, as well as the auditors
and invited members of the media.
Voting
Shareholders can vote on the matters to be considered at the
Annual Meeting online or by post. The instructions on how
to vote in this manner can be found on the Annual Meeting
Voting/ Proxy Paper.
electionz.com Limited has been authorised by the Board to
receive, at the address specified on the freepost envelope
included in the voting pack or otherwise set out on the Annual
Meeting Voting/Proxy Paper, and count, all online and postal
votes.
Shareholders can also vote by attending the meeting in person
or online, or by appointing a proxy or representative (who can
attend the meeting in person or online to vote on their behalf).
All online and postal votes must be received by the Returning
Officer by 10.30am on Tuesday, 9 December 2025.
Voting entitlements
A shareholder’s voting entitlement is based on their share
backed milk supply.
‘Supplying Shareholders’ receive one vote for every 1,000
kilograms of milksolids backed by shares that they supplied
to Fonterra during the season ended 31 May 2025. The voting
Annual Meeting documents
Each shareholder has been sent:
• This Notice of Meeting booklet, which includes:
• a letter from the Chair;
• the Notice of Meeting (including the text of the matters
to be voted on by shareholders) (Part One); and
• explanatory notes regarding each of the matters to be
voted on by shareholders (Part Two).
• A Fonterra Board of Directors Election Voting Paper.
• A Fonterra Board of Directors Candidate Booklet.
• A Fonterra Co-operative Council Voting Paper (for
shareholders in Wards 10 and 11 only).
• A Fonterra Co-operative Council Candidate Booklet (for
shareholders in Wards 10 and 11 only).
• A combined Annual Meeting Voting/Proxy Paper. Use this
Voting/ Proxy Paper:
• To vote online or by post so that the Returning Officer
receives your vote no later than 10.30am on Tuesday,
9 December 2025.
• If you are attending the Annual Meeting in person, to
vote in person.
• If you are unable to attend the Annual Meeting, and you
do not wish to vote online or by post, you can appoint a
proxy to attend and vote on your behalf by completing
the Voting/Proxy Paper and returning it to the address
specified on the freepost envelope included in the
voting pack or otherwise as set out on the form, so that
the Returning Officer receives it no later than 10.30am
on Tuesday, 9 December 2025.
• If you are a company or other body corporate, you can
appoint a representative to attend and vote on your
behalf by completing the Voting/Proxy Paper.
Further instructions are on the back of the Annual Meeting
Voting/ Proxy Paper and on page 2 of this Notice of Meeting.
Note: Shareholders without voting entitlements have only
been sent this Notice of Meeting booklet.
How to join online
To attend the meeting and participate online, use the
following link to the virtual meeting platform:
https://fonterra.brandlive.com/Fonterra-Co-operative-Group-
Annual-Meeting-2025/en
Fonterra’s Annual Meeting will be held as a hybrid meeting at 10.30am on Thursday, 11 December 2025. Shareholders may
either attend in person at the Christchurch Town Hall - Limes Room, 86 Kilmore Street, Christchurch, Canterbury or join online
using the instructions set out below.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes2
entitlement of ‘Secondary Shareholders’ is based on share
backed milk supply, up to the ‘agreed percentage’ in relation to
Fonterra’s share standard for the relevant supplying farm. By
way of example:
• if a Supplying Shareholder supplied 100,000 kilograms of
milksolids but held only 75,000 shares, they would have
only 75 votes, whereas if they held 100,000 shares they
would have 100 votes; and
• if the ‘agreed percentage’ for a Secondary Shareholder is
50% and the supplying farm supplied 100,000 kilograms of
milksolids but the Secondary Shareholder held only 45,000
shares, they would have only 45 votes, whereas if they held
50,000 shares they would have 50 votes.
If a Supplying Shareholder did not supply last season but now
owns an existing farm that supplied last season, the voting
entitlement for that Supplying Shareholder and any Secondary
Shareholder will be based on that farm’s supply last season
or on the Board’s estimate of milksolids production for this
season.
In the case of a dry farm conversion and farm amalgamations/
divisions, voting entitlement is based on one vote for every
estimated 1,000 kilograms of milksolids to be supplied
during the season ended 31 May 2026. Milk supplied on
Contract Supply and milk which is not backed by shares is
excluded from milksolids production when calculating voting
entitlements.
In accordance with the Companies Act 1993 (the Companies
Act), the Board has fixed Thursday, 13 November 2025
following the close of trading (the Voting Entitlement Time) as
the date for determining voting entitlements of shareholders
for this meeting.
Accordingly, those persons who are, at the Voting Entitlement
Time, registered as shareholders will be entitled to vote at the
Annual Meeting in respect of their supply, as noted above,
backed by shares registered in their name at the Voting
Entitlement Time.
A shareholder’s voting entitlement is shown on their Annual
Meeting Voting/Proxy Paper, which is enclosed with this
pack (if applicable). If a shareholder appoints a proxy or
representative, the proxy or representative will exercise that
shareholder’s voting entitlement as described above.
Shareholder questions or requests for corrections relating to
voting entitlements should be sent to electionz.com (email:
info@electionz.com or phone: +64 3 377-3530).
Proxies or representatives
Proxies
Shareholders may appoint a proxy to attend, and vote at,
the Annual Meeting on their behalf. If a shareholder wishes
to appoint a proxy, the shareholder must ensure that the
Returning Officer receives their completed Voting/Proxy
Paper by no later than 10:30am on Tuesday, 9 December 2025.
Shareholders can submit their completed Voting/Proxy Papers
by posting the completed Voting/Proxy Paper to the address
on the Voting/Proxy Paper (or use the enclosed freepost
envelope).
If a shareholder appoints a proxy, the shareholder can either
direct the proxy how to vote or let them decide on the
shareholder’s behalf by ticking the box marked “discretion”. If
the shareholder does not tick a box for a Resolution, then their
proxy will have discretion on how to vote on the shareholder’s
behalf.
A proxy need not be a shareholder. A shareholder may, if
they wish, appoint the Chair or any other Director as their
proxy. The Chair and all other Directors and their associated
persons (as that term is defined in the NZX Listing Rules) are
disqualified from acting as a discretionary proxy in relation to
Resolution 1. Subject to voting restrictions, the Chair and all
other Directors intend to vote undirected proxies in favour of
the Resolutions.
If, in appointing a proxy, the shareholder does not name a
person to be their proxy, or their named proxy does not attend
the Annual Meeting, the Chair will be their proxy and will vote
in accordance with the shareholder’s express direction. If the
shareholder has not included an express direction, the Chair
will exercise that shareholder’s vote in favour of the Resolution
(subject to voting restrictions).
Once appointed, a proxy can be changed or the shareholder’s
voting direction to their proxy can be changed by lodging
a new Voting/Proxy Paper by written notice to Fonterra at
its registered office (addressed to the Returning Officer),
provided this is received before 10:30am on Tuesday 9
December 2025. A shareholder may revoke the appointment
of any proxy by written notice to Fonterra at its registered
office (addressed to the Returning Officer) by no later than
7:30am on Thursday, 11 December 2025. If you attend the
Annual Meeting online you may, but are not required to,
revoke your proxy by voting on the Resolutions.
Corporate representatives
A corporation which is a shareholder may appoint a corporate
representative to vote on its behalf in the same manner as
that in which it could appoint a proxy.
Votes required and quorum
The ordinary resolutions will be passed if they are approved by
a simple majority of the votes of those shareholders entitled
to vote and voting on the resolutions.
The special resolution will be passed if it is approved by a
majority of 75% or more of the votes of those shareholders
entitled to vote and voting on the resolution.
Directors and their associated persons (as that term is defined
in the NZX Listing Rules) are disqualified by Listing Rule 6.3.1
from voting on, or acting as a discretionary proxy in relation
to, Resolution 1. There are no other voting restrictions on the
resolutions to be considered at the meeting.
Results of voting
The results of voting at the Annual Meeting will be posted on
NZX, the Farm Source website and our My Co-op app as soon
as vote counting is complete and the Chair has declared the
results.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes3
Chair’s Letter
Kia ora tātou
Our 2025 Annual Meeting will be held as a hybrid meeting at 10.30am on Thursday, 11 December 2025. Shareholders may either
attend in person at the Christchurch Town Hall (Limes Room), 86 Kilmore Street, Christchurch, Canterbury or join the meeting
online.
At this year’s meeting, Miles and I will review the Co-operative’s performance in 2025 and discuss the outlook for 2026 and
beyond.
We will also spend time discussing the revised strategic direction and associated financial settings following the decision to divest
our Consumer and associated businesses that was the subject of our Special Meeting in October.
As always, there will be time for you to ask questions about these topics, or any other matter of interest during General Business.
This year, shareholders are being asked to vote on five ordinary business resolutions:
• Resolution 1: ratify, and approve changes to, the remuneration of Directors;
• Resolution 2: approve changes to the remuneration of Co-operative Councillors;
• Resolution 3: approve changes to the remuneration of the Directors’ Remuneration Committee members;
• Resolution 4: approve the appointment of KPMG as the auditor and authorisation of the Directors to fix the auditor’s
remuneration;
• Resolution 6: approve the Co-operative Council programme and budget.
Each of these ordinary resolutions requires more than 50% of votes cast in favour of it to be passed. There is also one special
resolution which shareholders are being asked to vote on:
• Resolution 5: approve amendments to the Constitution relating to Fonterra’s move to the NZX Main Board.
This special resolution requires more than 75% of votes cast in favour of it to be passed.
If you can’t attend the Annual Meeting in person or online and are eligible to vote, you can cast your vote online, by post, or by way
of proxy or representative. Further instructions on how to vote by all of these methods can be found on the voting paper in your
voting pack (if applicable).
I look forward to seeing as many of you as possible in Christchurch and online.
Nga ̄ mihi
Peter McBride
Chairman

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes4
Fonterra Co-operative Group Limited
Annual Meeting Agenda
Below is the proposed programme for the Annual Meeting. Shareholders should note that the order may change at the discretion
of the Chair. Shareholders should allow sufficient time to register their attendance upon arrival, prior to the start of the meeting.
10.00am - Registration
10.30am - Welcome
Welcome - Peter McBride, Chair of the Board
Annual Meeting Proceedings
Chief Executive Officer’s presentation
Chair’s review
Approval of Remuneration of Directors, Co-operative Councillors and Directors’ Remuneration Committee Members
Directors’ Remuneration Committee review – Conall Buchanan, Chair of the Directors’ Remuneration Committee
Resolution 1: Ratification of, and approval of changes to, the remuneration of Directors
Resolution 2: Approval of changes to the remuneration of Co-operative Councillors
Resolution 3: Approval of changes to the remuneration of members of the Directors’ Remuneration Committee
Appointment of auditor
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors to fix the auditor’s remuneration
Amendments to the Constitution relating to Fonterra’s move to the NZX Main Board
Resolution 5: Approval of amendments to the Constitution relating to Fonterra’s move to the NZX Main Board
Co-operative Council report
Chair of Council’s review – John Stevenson
Co-operative Council programme and budget
Resolution 6: Approval of the Co-operative Council programme and budget
Voting paper collection
General business
12.30pm - Closing (approximately)

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes5
Notice of Annual Meeting of Shareholders of
Fonterra Co-operative Group Limited
PART ONE
Business
Welcome.
Annual Meeting proceedings
Chief Executive Officer’s presentation.
Chair’s review.
Remuneration of Directors, Co-operative
Councillors and Directors’ Remuneration
Committee Members
Directors’ Remuneration Committee review.
Resolution 1: Ratification of, and approval of
changes to, the remuneration of
Directors
To ratify, and consider changes to, the remuneration of each
of the Directors in accordance with the recommendations of
the Directors’ Remuneration Committee and, if thought fit, to
resolve:
“To ratify, and approve changes to, the remuneration of each
of the Directors in accordance with the recommendations of
the Directors’ Remuneration Committee.”
Resolution 2: Approval of changes to the
remuneration of Co-operative
Councillors
To consider changes to the remuneration of Co-operative
Councillors recommended by the Directors’ Remuneration
Committee and, if thought fit, to resolve:
“To approve the changes to the remuneration of Co-operative
Councillors, as recommended by the Directors’ Remuneration
Committee.”
Resolution 3: Approval of changes to the
remuneration of members of the
Directors’ Remuneration Committee
To consider changes to the remuneration of members of the
Directors’ Remuneration Committee recommended by the
Board and, if thought fit, to resolve:
“To approve the changes to the remuneration of members of
the Directors’ Remuneration Committee, as recommended by
the Board.”
Appointment of auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
To consider the appointment of KPMG as auditor of the
Company and authorisation of the Directors to fix the
auditor’s remuneration and, if thought fit, to resolve:
“To appoint KPMG as auditor of the Company until the
conclusion of the Company’s next Annual Meeting and
authorise the Directors to fix the auditor’s remuneration.”
Amendments to the Constitution relating to
Fonterra’s move to the NZX Main Board
Resolution 5: Approval of amendments to the
Constitution relating to Fonterra’s
move to the NZX Main Board
To consider and, if thought fit, to resolve as a special
resolution:
“To approve the proposed amendments to the Constitution of
the Company, as set out in the section headed ‘Resolution 5’
of Part Two of the Notice of Meeting.”
Co-operative Council report
Chair of Council’s review.
Co-operative Council programme and budget
Resolution 6: Approval of the Co-operative Council
programme and budget
To receive and consider the Co-operative Council’s report
on its activities during the financial year ending 31 July 2025
and its view on the alignment of Company strategy and
performance to members’ expectations and aspirations; the
Milk Commissioner’s report for the 2024/25 season (which is
set out in the Co-operative Council’s 2025 Annual Report); and
the Co-operative Council’s programme and budget for the
financial year ending 31 July 2026 and, if thought fit, to resolve:
“To approve the Co-operative Council’s programme and
budget for the financial year ending 31 July 2026.”
Notice is given that the Annual Meeting of the shareholders of Fonterra Co-operative Group Limited (the Company) will
be held as a hybrid meeting at 10.30am on Thursday, 11 December 2025. Shareholders may either attend in person at the
Christchurch Town Hall (Limes Room), 86 Kilmore Street, Christchurch, Canterbury or join online using the instructions
set out in this Notice of Meeting.
Peter McBride
Chair, on behalf of the Board
Notice of Meeting dated 17 November 2025

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes6
Explanatory Notes to Notice of Annual Meeting
PART TWO
Welcome
The Chair will welcome shareholders.
Annual Meeting proceedings
Chief Executive Officer’s presentation.
Chair’s review.
Remuneration of Directors, Co-operative
Councillors and Directors’ Remuneration
Committee Members
Resolution 1: Ratification of, and approval of
changes to, the remuneration of
Directors
The Directors’ Remuneration Committee (DRC) met in July
2025 to consider, and recommend to shareholders, the form
and amount of Directors’ remuneration. The DRC comprises
six elected shareholders and is chaired by Mr Conall Buchanan.
The DRC reviewed remuneration practices in New Zealand and
Australia. The DRC considered whether current remuneration
levels were appropriate to ensure highly skilled Directors were
attracted and retained on the Board, noting the substantial
Director workload. The DRC confirmed that small incremental
annual increases in fees continued to be its preferred
approach, rather than having periods of no increase followed
by large uplifts. The DRC determined that the appropriate
level of an increase to recommend was approximately 3%.
The DRC reviewed the allocations made from the discretionary
pool in the prior year, and was comfortable that the pool was
utilised in a reasonable manner.
Historically, only the remuneration of directors elected by
shareholders (‘Elected Directors’) has been approved by
shareholders. Since Fonterra’s move to the NZX Main Board,
the remuneration of independent directors appointed by the
Board (‘Appointed Directors’) also needs to be approved. This
Resolution 1 therefore refers to ‘Directors’ (being both Elected
Directors and Appointed Directors).
In accordance with the waiver granted to Fonterra by NZX
Regulation Limited (NZ RegCo), New Zealand’s listed market
operator, dated 17 December 2024, this Resolution 1 also
ratifies the remuneration of Appointed Directors between the
date Fonterra migrated to the NZX Main Board and the date
remuneration for the Directors is set by the shareholders.
The remuneration for Appointed Directors during that period
is $202,000 p.a. for each Appointed Director, together
with a right to further remuneration for positions held as
Chairs of Committees and to participate in the discretionary
pool of remuneration for additional duties, workloads and
responsibilities.
The DRC recommended that the following changes to the
remuneration of Directors be approved from the date of this
Annual Meeting:
• Chair: Increase of $15,000 (being ~3.01%) to $513,000 p.a.
• Director: Increase of $6,000 (being ~2.97%) to $208,000
p.a.
• In addition, at the discretion of the Board:
• The Chair of each permanent Board Committee (unless
that person is the Chair of the Board, the Chair of the
Audit, Finance and Risk Committee or already in receipt
of a Committee Chair allowance): Increase of $1,500
(being ~3.90%) to $40,000 p.a.
• The Chair of the Audit, Finance and Risk Committee:
Increase of $2,000 (being ~3.77%) to $55,000 p.a.
• Discretionary pool: No change from up to $200,000 p.a. in
aggregate. The discretionary pool is provided for Directors
to be remunerated for additional duties, workload and
responsibilities (such fees to be allocated at the discretion
of the People, Culture and Safety Committee of the Board
and the Chair of the Board).
The DRC also approved the expense reimbursement policy for
both Directors and Co-operative Councillors, whereby actual
and reasonable expenses associated with their positions are
reimbursed. It has also approved, and regularly monitors, the
reimbursement of reasonable travel expenses for Directors’
spouses/partners.
Directors and their associated persons (as that term is defined
in the NZX Listing Rules) are disqualified by Listing Rule 6.3.1
from voting on, or acting as a discretionary proxy in relation to,
Resolution 1.
Resolution 2: Approval of changes to the
remuneration of Co-operative
Councillors
In accordance with By-law 3.1 of the Co-operative Council By-
laws, the DRC met in July 2025 to consider, and recommend to
shareholders, the form and amount of the remuneration to be
paid to Co-operative Councillors.
The DRC considered Councillor remuneration, noting that
small incremental annual increases in fees continued to be
its preferred approach, rather than having periods of no
increase followed by large uplifts. The DRC determined that
the appropriate level of an increase to recommend was
approximately 3%.
The DRC reviewed the allocations made from the discretionary
pool in the prior year, and was comfortable that the pool was
utilised in a reasonable manner, but noted that the current
pool did not provide much flexibility to compensate for
unexpected contingencies.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes7
The DRC recommended that the following changes to the
remuneration of Co-operative Councillors be approved from
the date of this Annual Meeting:
• Chair: Increase of $4,000 (being ~3.13%) to $132,000 p.a.
• Councillor: Increase of $1,500 (being ~3.65%) to
$42,500 p.a.
• Discretionary pool: Increase of $25,000 (being ~25%)
to $125,000 p.a. in aggregate. The discretionary pool
is provided for additional honoraria of Co-operative
Councillors (excluding the Chair of the Co-operative
Council) who have additional responsibilities including
as Council committee chairpersons, project leaders for
Council workstreams, observers on Board Committees,
or representing the Council at its request on external
committees (such provisions to be allocated in whole or
part at the discretion of the Chair of the Co-operative
Council). The increase to the pool is recommended to
allow for unexpected contingencies after Committee and
observer roles have been compensated for.
Resolution 3: Approval of changes to the
remuneration of members of the
Directors’ Remuneration Committee
In accordance with clause 34.1 of the Company’s Constitution,
the Board met to consider, and recommend to shareholders,
the form and amount of the remuneration to be paid to
members of the DRC. The DRC comprises six elected
shareholders.
The DRC members’ honoraria was last increased in 2024
following several static years of no increase.
The Board recommended that the following changes to the
remuneration of members of the DRC be approved from the
date of this Annual Meeting:
• Chair: increase of $100 to $3,100 p.a.
• Member: increase of $50 to $1,850 p.a.
Members of the DRC are also entitled to be paid for
reasonable expenses incurred in connection with the business
of the DRC, in line with the policy for remuneration of
Directors and Co-operative Councillors.
Appointment of auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
The Companies Act requires the Company to appoint an
auditor. Section 207S of the Companies Act provides that
the fees and expenses of an auditor appointed at an Annual
Meeting can be fixed in the manner determined at that
meeting.
KPMG has audited the Company’s financial statements for the
year ended 31 July 2025.
The Directors recommend that KPMG be appointed as
auditor for the coming year. The Directors recommend
that shareholders authorise the Board to fix the auditor’s
remuneration.
Amendments to the Constitution relating to
Fonterra’s move to the NZX Main Board
Resolution 5: Approval of amendments to the
Constitution relating to Fonterra’s
move to the NZX Main Board
Resolution 5 is a special resolution required by section 106(1)(a)
of the Companies Act.
Background
In early 2025, Fonterra shifted its shares from a private market
operated by the NZX to the NZX Main Board. This move
followed the successful implementation of Fonterra’s Flexible
Shareholding capital structure and has resulted in cost savings
given that the NZX no longer needs to operate a separate
market exclusively for Fonterra.
The shift resulted in no change to the way shareholders trade
shares or who can buy Fonterra shares.
As part of this move, NZ RegCo granted Fonterra multiple
rulings and waivers from the NZX Listing Rules to
accommodate Fonterra’s co-operative structure. Two of the
waivers were ‘transitory’, to provide Fonterra with time to
amend its Constitution for consistency with two provisions of
the NZX Listing Rules.
Why are the proposed amendments to the
Constitution needed?
The proposed amendments to the Constitution are intended
to aid readability and interpretation of the Constitution.
They relate to Appointed Director remuneration and the
incorporation of provisions of the NZX Listing Rules by
reference.
Although Fonterra’s Constitution already requires Fonterra to
comply with the NZX Listing Rules and deems any provision of
the Constitution inconsistent with the NZX Listing Rules to be
changed or removed for consistency, the Board recommends
making the proposed changes for clarity so that someone
reading the Constitution will not need to look up both the
Constitution and the NZX Listing Rules (plus Fonterra’s NZX
rulings and waivers) to determine which provisions apply.
The technical changes recommended by the Board are
outlined below.
Proposed amendments to clause 34.1 of the
Constitution
The proposed amendments to clause 34.1 of the Constitution
will align Fonterra’s Constitution with NZX Listing Rule 2.11.
Listing Rule 2.11 requires shareholders to approve Director
remuneration. Historically, only the remuneration of Elected
Directors has been approved by shareholders. However,
since the move to the NZX Main Board, the remuneration of
Appointed Directors also needs to be approved.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes8
The proposed amendments are set out below in mark up:
34.1 Power to authorise: Except in the case of
Directors appointed by the Board in accordance
with clause 12.4 the The Board may not exercise
the power conferred by section 161 of the Act to
authorise any payment or other benefit of the
kind referred to in that section to or in respect of
a Director in his or her capacity as such, without
the prior approval of the Shareholders, except as
provided in this clause 34. There is, at the date
this Constitution takes effect, and there shall
continue to be, a committee of six Shareholders
(“Directors’ Remuneration Committee”) elected
by postal ballot of Shareholders. The provisions
of this Constitution relating to the appointment,
rotation and removal of Directors shall apply to the
appointment, rotation and removal of members
of the Directors’ Remuneration Committee, with
necessary modifications. The Board shall consider
and recommend to Shareholders for their approval
the form and amount of the remuneration to be
paid to members of the Directors’ Remuneration
Committee. The Directors’ Remuneration
Committee shall consider and recommend the
form and amount of Directors’ remuneration
to the Shareholders for their approval. No such
recommendation may be made which would result
in any change to the terms of the remuneration for
any Director appointed in accordance with clause
12.4. The Board may exercise the power conferred
by section 161 of the Act to authorise any payment
or other benefit of the kind referred to in that
section to or in respect a Director appointed by the
Board pursuant to clause 12.4.
Proposed amendments to clause 48.4 of the
Constitution
The proposed amendments to clause 48.4 of the Constitution
will align Fonterra’s Constitution with NZX Listing Rule 2.20.1(a)
and NZX Listing Rule 2.20.1(c).
These NZX Listing Rules require Fonterra to incorporate
various provisions of the Listing Rules in its Constitution by
reference (as modified by Fonterra’s NZX rulings and waivers).
These provisions relate to Board composition, removal of
directors, director vacancies, interested directors and general
compliance with the NZX Listing Rules.
The proposed amendments are set out below in mark up:
48.4 The Market Rules: In relation to the Market Rules
(and except to the extent that the Market Rules
otherwise provide):
(a) those provisions of the Market Rules which
are required by Rule 2.20.1 of the Market
Rules to be contained or incorporated by
reference in this Constitution, as they may
be modified by any Ruling relevant to the
Company, are deemed to be incorporated in
this Constitution (to the extent not expressly
incorporated in the Constitution) and have the
same effect as if they were set out in full;
(a)(b) failure to comply with any Market Rule shall
not affect the validity or enforceability of any
transaction, contract, action or other matter
whatsoever done or entered into by, or
affecting, the Company;
(b)(c) if the Operator has given a Ruling authorising
any act or omission which, in the absence of
that Ruling would have been in contravention
of the Market Rules or this Constitution, that
act or omission is deemed to be authorised
by the Market Rules and by this Constitution
notwithstanding such contravention or
inconsistency;
(c)(d) any reference to a specific Market Rule
includes that Market Rule as it may be
amended from time to time and any Market
Rule which may be substituted for that
Market Rule;
(d)(e) if any provision of this Constitution is
inconsistent with the Market Rules (as
modified by any Ruling relevant to the
Company), that provision shall be deemed
to be amended, or deleted, to the extent
necessary to make that provision consistent
with the Market Rules (as modified by any
Ruling relevant to the Company); and
(e)(f) subclauses (a) to (d)(e) inclusive apply only
for so long as the Company is a party to a
Trading Agreement with the Operator. If the
Company ceases to be a party to a Trading
Agreement those clauses shall cease to have
any effect.
Voting on the proposed amendments to the
Constitution
On 24 September 2025, the Board of Fonterra approved the
changes to the Constitution of the Company as outlined in
Resolution 5, subject to shareholders’ approval.
A solicitor’s opinion regarding the Constitution of the
Company, as required under Listing Rule 2.19, has been
provided to NZX.
The Board recommends that shareholders vote to support the
amendments proposed in Resolution 5.
If Resolution 5 is passed by the requisite majority of 75 per
cent or more of votes cast by shareholders entitled to vote
and voting on the resolution, the Constitution will be amended
as set out above.
If Resolution 5 is not passed, then the recommended changes
will not be made to the Constitution. However, Fonterra
would still need to comply with the applicable provisions of
Listing Rule 2.11, Listing Rule 2.20.1(a) and Listing Rule 2.20.1(c)
regardless, given Fonterra’s Constitution deems any provision
inconsistent with the NZX Listing Rules to be changed or
removed to match the NZX Listing Rules. If the wording of
Fonterra’s Constitution is not updated with the recommended
changes, the Constitution could cause confusion as someone
reading the Constitution would need to look up both the
Constitution and the NZX Listing Rules (plus Fonterra’s NZX
rulings and waivers) to determine which provisions apply.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes9
Co-operative Council programme and budget
Resolution 6: Approval of the Co-operative Council
programme and budget
Under this item of business, the Chair of the Co-operative
Council will, in accordance with the requirements of the
Company’s Constitution:
• report on the activities undertaken by Council during the
financial year ending 31 July 2025;
• report Council’s view on the alignment of the Company’s
strategy and performance to members’ expectations and
aspirations;
• present the Milk Commissioner’s report; and
• present Council’s programme and budget for the current
financial year to shareholders for approval.
The Co-operative Council seeks shareholder approval for
a budget of $2.711 million for operating costs for FY26 and
$788,000 for other costs contributed to or met by the
Co-operative Council, giving a combined total of $3.499
million, as summarised below:
FY25
Budget
$000
FY25
Actual
$000
FY26
Budget
$000
Co-operative Council operating costs:
Councillor honoraria (refer Resolution 2 for amounts), and Council staff
salaries and associated costs
2,0402,0652,160
Co-operative Council meetings – including accommodation and travel for
Council meetings, Board/Board Committee meetings, and meetings with
external stakeholders
200208220
Communications – including Annual Report design and print131114
Councillor Ward meetings – including travel and catering182427
Councillor training and development – including course/facilitator costs, and
the new Councillor introduction programme
151115
Insurance and IT costs – including Councillor liability insurance and staff
information technology costs
394040
External analyst support:
• Financial
• Letter of Members’ Expectations survey
18079235
Total Co-operative Council operating costs2,5052,4382,711
Other costs contributed to or met by the Co-operative Council:
Connection
Understanding Your Co-operative Programme
Governance Development Programme
200
100
103
106
135
90
Accountability
External analyst – financial markets research and analysis required by the
Dairy Industry Restructuring Act 2001
10580125
Guardianship
Fonterra Director election:
• Returning Officer costs
• Director candidate meetings
• Independent Assessment Panel and secretariat, independent agent and
candidate interview expenses
• Printing and mail house costs
125
35
115
30
122
0
105
24
133
40
120
25
Professional Services - Milk Commissioner costs, fees and other costs relating
to the Co-operative Council appointees to the Milk Price Panel, legal costs
155157120
Total other costs contributed to or met by the Co-operative Council865697788
Combined Total3,3703,1353,499

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes10
Budget
In November 2024, Fonterra shareholders approved a budget
of $3.370 million for FY25. Actual costs incurred were $3.135
million (93% of budget).
Material variations between FY25 budgeted and actual
expenditure, and FY25 actual expenditure and FY26 budgeted
expenditure, are explained below:
• Councillor honoraria and staff costs: The FY26
budget includes the honoraria increases recommended
by the Directors’ Remuneration Committee (which are
subject to shareholder approval, refer to Resolution 2),
increased payments to Councillors who take on additional
responsibilities, and increases in Council staff salaries as
recommended by Fonterra.
• Co-operative Council meetings: FY25 actual costs and
the increase in FY26 budgeted costs reflect inflationary
increases in accommodation, travel and catering costs.
• External analyst support: Council’s external financial
analyst (Northington Partners) provides independent
analysis each quarter of Fonterra‘s performance (which
is currently budgeted under ‘Co-operative Council
operating costs’) and the twice-yearly independent
financial markets research and analysis required by the
Dairy Industry Restructuring Act 2001 (DIRA) (which is
budgeted under ‘Other costs contributed to or met by
the Co-operative Council - Accountability’). In the FY26
budget the costs of the Q1 and Q3 analysis continue to
be allocated to ‘Co-operative Council operating costs’, but
the interim and full year analysis has been allocated to
‘Other costs contributed to or met by the Co-operative
Council - Accountability’ given this analysis and reporting
is required by the DIRA. The costs of the DIRA analysis
reduced in FY25 reflecting this is the second year that this
analysis and reporting has been commissioned. The FY25
budget included an allowance for independent analysis
by Northington Partners of the proposed divestment of
some or all of Fonterra’s global Consumer business, and
integrated businesses of Fonterra Oceania and Fonterra Sri
Lanka, announced on 16 May 2024. As the conditional sale
agreement with Lactalis was announced in August 2025,
the costs of this analysis have been incurred in FY26. The
FY26 budget also includes an allowance for the costs of
holding focus groups to help inform Council’s 2026 survey
of members.
• Understanding Your Co-operative Programme: The
FY25 budget contemplated three Understanding Your
Co-operative Programme events. Due to a low number
of registrations for two of the planned events, only one
event was held. The FY25 budget had allowed for three
Beyond the Farm Gate events in regions. Five events
were held. The FY26 budget allows for one Understanding
Your Co-operative Programme event in Auckland (as a
MyConnect conference is planned for 2026) and Beyond
the Farm Gate events in the regions which are co-hosted
with the Farm Source team.
• Elections: FY25 costs were less than budgeted. Two
incumbent directors retiring by rotation (and no other
candidates) stood for the two places on the Board,
and no in-person Director candidate meetings were
therefore held. No election was required for the Directors’
Remuneration Committee as two candidates stood for the
two vacancies. The FY26 budget makes allowance for a
contested 2025 Director election and Director candidate
meetings, an increase in Independent Assessment Panel
fees and an increase in the costs of Director candidate
interviews with the Panel.
• Professional Services: The FY25 budget included
allowance for the appointment by Council of an observer
to the Milk Price Panel for 12 months due to the impending
retirement of Council’s farmer appointee. The transition of
the appointment of Andrew Barlass as an observer to full
Panel membership occurred on 1 September 2025 on Bill
Donaldson’s retirement. The resulting reduction in Panel
member costs met by Council (from three members to
two) is reflected in the FY26 budget.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes11
Work programme
Council’s work programme for FY26 includes the following key
workstreams:
Connection
• Foster members’ engagement with their Co-op through
Ward meetings
• Further develop Council’s understanding of members’
interests, needs, views and expectations through survey
and meetings
• Represent members’ interests, needs, views and
expectations to the Board
• When the Board or Management wish to consult with
members on decisions which have the potential to affect
members’ interests in their Co-operative, engage with the
Board and/or Management as part of that consultation
• Deliver the Understanding Your Co-operative Programme
and, jointly with Farm Source, Beyond the Farm Gate
events
Guardianship
• Commission an independent report on the agreement to
sell Fonterra’s global Consumer business, and integrated
businesses Fonterra Oceania and Fonterra Sir Lanka, to
Lactalis
• Submit on behalf of members on the expected periodic
review of the Dairy Industry Restructuring Act 2001
• Promote greater member understanding of Fonterra’s
Co-operative Philosophy, including the Co-operative
Principles
• Manage the Director, Directors’ Remuneration Committee
and Fonterra Farmer Custodian Trust elections in
consultation with the Board, appoint the Returning Officer,
and jointly with the Board appoint the Independent
Assessment Panel that assesses Director candidates who
choose to stand for election as Independently Assessed
Candidates
• Represent members’ interests in relation to changes to
the terms and conditions of supply and the operation
of the Fonterra Shareholders’ Fund and the Fonterra
Shareholders’ Market
• Administer the Governance Development Programme
Accountability
• Meet with the Board each quarter to discuss reports on
consolidated and key business unit operations, including
actual achievements compared to the Board’s key
measures for performance and any identified risks to the
Company’s ongoing performance
• Meet with the auditor to discuss their audit engagement
and reports
• Monitor information provided by the Company to
members and assist members to understand the
implications of that information to them
• Seek Board explanation of and responsibility for the
Company’s strategy and performance
• Report to members Council’s view on the extent to which
members’ expectations are being met
• Represent members’ interests in relation to Milk Price
Manual changes and governance.
Council will report to members at least quarterly, including
through its Quarterly Updates, Annual Report and at the 2026
Annual Meeting.

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes12

Fonterra - 2025 Notice of Annual Meeting and Explanatory Notes13

If undelivered please return to:
The Returning Officer
Fonterra Elections 2025
PO Box 3138
Christchurch 8140
Free phone 0800 666 034fonterra.com

YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
HOW TO COMPLETE THE PROXY PAPER AND APPOINT A PROXY
1. Appoint a proxy: Provide the full name and address of your chosen proxy in the space provided for “Primary Proxy” in the box
labelled “Appointment of Proxy” in the Annual Meeting Proxy Paper. A proxy need not be a shareholder.
However, if a person who is disqualified from voting in favour of Resolution 1 (being the Chair, all other Directors and their
associated persons (as that term is defined in the NZX Listing Rules)) is appointed as a proxy, that person will not be permitted
to vote a discretionary proxy in respect of that Resolution 1.
The Chair of the meeting is willing to act as your primary proxy. If you wish to appoint the Chair of the meeting you can simply
write “Chair of the meeting”.
Where a shareholder does not name a person as their proxy but otherwise completes the Annual Meeting Proxy Paper in full,
or where a shareholder’s named proxy (and any alternate, if one has been appointed) does not attend the meeting, the Chair
of the meeting will act as that shareholder’s proxy and will vote in accordance with their express direction. The Chair intends
to vote any discretionary proxies, for which they have authority to vote, in favour of the resolutions (except in the case of
Resolution 1, which the Chair is disqualified from voting on, and shareholder proposals).
Please note: You do NOT need to appoint an alternate proxy if the Chair of the meeting is your primary proxy.
2. Instruct your proxy how to vote: You can instruct your proxy how to vote by placing a tick in either the “For” or “Against”
box in the box labelled “Voting Instructions”. If you wish for your proxy to vote as she/he determines place a tick in the “Proxy
Discretion” box. Your proxy CANNOT change the direction of your vote if you instruct them how to vote in this manner. If you
do not expressly direct your proxy on how to vote by placing a tick in a box, then your proxy cannot vote.
3. Sign the form: Each shareholder who wishes to appoint a proxy must sign the “Annual Meeting Proxy Paper”:
• Individuals/sole proprietors: The shareholder must sign the Annual Meeting Proxy Paper.
• Companies: A duly authorised representative of the company must sign the Annual Meeting Proxy Paper.
• Joint shareholders (including trusts, partnerships and estates): It is your responsibility to ensure that the person(s) signing
the Annual Meeting Proxy Paper is/are authorised to sign on behalf of, and bind, all joint holders.
• Attorneys: If the Annual Meeting Proxy Paper is signed under a power of attorney, it must be accompanied by a signed
certificate of non-revocation of the power of attorney. The power of attorney under which the Annual Meeting Proxy Paper
is signed must be sent with the Annual Meeting Proxy Paper if the power of attorney has not been previously produced to
Fonterra.
4. Return the form: Return the Annual Meeting Proxy Paper as soon as possible. It must be received by the Returning Officer no
later than 10.30am on Tuesday, 9 December 2025.
• Mail by separating, folding and inserting the Annual Meeting Proxy Paper into the freepost envelope provided.
We recommend that you post your Annual Meeting Proxy Paper by no later than Wednesday, 3 December 2025 so that it is received by
the Returning Officer before the close of appointment.
HOW TO APPOINT A CORPORATE REPRESENTATIVE
In the case of a shareholder that is a company or other body corporate, a representative can be appointed to attend the Annual
Meeting by completing the Annual Meeting Proxy Paper. In this form, proxy can mean proxy or representative appointed for a
company or other body corporate.
REVOKING YOUR APPOINTMENT
A shareholder can still attend, even if they have appointed a proxy (although shareholders attending online will not be able to
vote if a proxy has been appointed). If you change your mind on the appointment of a proxy or representative, you can revoke the
appointment by written notice to Fonterra. Such notice must be received at Fonterra’s head office - Fonterra Annual Meeting,
Fonterra Co-operative Group Limited, Private Bag 92032, Auckland 1142 no later than 7. 3 0am on Thursday, 11 December 2025.
10.30am on Thursday, 11 December 2025, at Christchurch Town Hall - Limes Room, 86 Kilmore Street,
Christchurch, Canterbury. Shareholders can also attend the meeting online using the instructions in the
Notice of Meeting.
Fonterra Annual Meeting 2025
Combined Annual Meeting
Voting/Proxy Paper
Fonterra Annual Meeting 2025
Annual Meeting Proxy Paper Information
OPTION 1: POSTAL VOTING (INCLUDING ELECTRONICALLY) –
Closes at 10.30am on Tuesday, 9 December 2025
Either:
(a) Post the completed “Annual Meeting Voting Paper” to the Returning Officer in the freepost reply envelope provided.
We recommend that you post your Annual Meeting Voting Paper by no later than Wednesday 3 December 2025 so that
it is received by the Returning Officer before the close of voting.
Or
(b) Electronically via Farm Source website at: www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password – see below.
IMPORTANT: By entering the PIN and password you warrant and undertake that you are authorised to exercise the vote of
this shareholder.
After voting online, you do not need to submit this Annual Meeting Voting Paper and it can be destroyed.
PINPassword
OR
OPTION 2: AT THE MEETING – From 10.30am on Thursday, 11 December 2025
If you plan to attend the meeting in person, bring this form with you.
Voting instructions:
• Indicate your vote with a tick
• When advised by the Chair of the meeting, pass the completed Annual Meeting Voting Paper to an official of the
meeting.
If you plan to attend the meeting online, please vote via the virtual meeting platform:
https://fonterra.brandlive.com/Fonterra-Co-operative-Group-Annual-Meeting-2025/en
• Login using name, email address and supply number(s)
• Follow the voting links from the homepage.
• Enter your PIN and password – see above.
OR
OPTION 3: BY PROXY – Received by 10.30am on Tuesday, 9 December 2025
Appoint a person to attend the Annual Meeting and vote on your behalf. A proxy need not be a shareholder.
Please only use one of these voting methods
PROXY APPOINTMENT CLOSES AT:
10.30AM ON TUESDAY, 9 DECEMBER 2025
POSTAL VOTING (INCLUDING ELECTRONICALLY) CLOSES AT:
10.30AM ON TUESDAY, 9 DECEMBER 2025
For enquiries phone the ELECTION HELPLINE: 0800 666 034

Indicate your vote with a tick
FORAGAINST
1
Resolution 1: Ratification of, and approval of changes to, the remuneration of
Directors
2
Resolution 2: Approval of changes to the remuneration of Co-operative
Councillors
3
Resolution 3: Approval of changes to the remuneration of members of the
Directors’ Remuneration Committee
4
Resolution 4: Appointment of KPMG as auditor and authorisation of the
Directors to fix the auditor’s remuneration
5
Resolution 5: Approval of amendments to the Constitution relating to Fonterra’s
move to the NZX Main Board
6
Resolution 6: Approval of the Co-operative Council programme and budget
C: Voting Instructions
Complete this section to instruct your proxy holder how to vote.
FORAGAINST
PROXY
DISCRETION
1
Resolution 1: Ratification of, and approval of changes to, the remuneration of
Directors
2
Resolution 2: Approval of changes to the remuneration of Co-operative
Councillors
3
Resolution 3: Approval of changes to the remuneration of members of the
Directors’ Remuneration Committee
4
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors
to fix the auditor’s remuneration
5
Resolution 5: Approval of amendments to the Constitution relating to Fonterra’s
move to the NZX Main Board
6
Resolution 6: Approval of the Co-operative Council programme and budget
Use this paper to vote by post or by attending the Annual Meeting to vote in person. If voting online by way of
electronic postal vote, refer to instructions on reverse.
10.30am on Thursday, 11 December 2025, at Christchurch Town Hall - Limes Room, 86 Kilmore Street, Christchurch,
Canterbury. Shareholders can also attend the meeting online using the instructions in the Notice of Meeting.
Supply No.:
Details of person completing this Annual Meeting Voting
Paper:
First Name:
Surname:
Signature:
Fonterra Annual Meeting 2025
Annual Meeting Voting Paper
Fonterra Annual Meeting 2025
Annual Meeting Proxy Paper
Only use this Annual Meeting Proxy Paper if you do not plan to attend the meeting but wish to be represented by a proxy
holder at the meeting.
This paper can also be used by a shareholder that is a company or other body corporate to appoint a representative.
There are no voting restrictions on the resolutions to be considered at the meeting.
A: Shareholder Details
Name:
Supply Number:
Party Number:
B: Appointment of Proxy
If you wish to appoint someone as your proxy, insert their full name and address below. The Chair of the meeting is willing to
act as a proxy.
Primary Proxy: I/We appoint:
Full name of your proxy:
Full address of your proxy:
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held at 10.30am on Thursday,
11 December 2025 and at any adjournment of that Annual Meeting.
Alternate Proxy: You do not need to appoint an alternate proxy but it is recommended that you do so, unless you are
appointing the Chair of the meeting as proxy. The Chair of the meeting is willing to act as an alternate proxy. If the person I/we
have appointed is unable to be my/our proxy then I/we appoint:
Full name of your alternate proxy:
Full address of your alternate proxy:
Signature(s) of shareholder(s) named in Section A (Please see signing instructions on reverse.)
By signing this form, I/we warrant and undertake that I/we are authorised to sign on behalf of, and bind, the shareholder(s) named
in Section A.
Name of shareholder:Signature:
Full name and title of signatory:Date:
Name of shareholder:Signature:
Full name and title of signatory:Date:
Name of shareholder:Signature:
Full name and title of signatory:Date:
If you are appointing a proxy, return this paper as soon as possible. It must be received by the Returning Officer no
later than 10.30am on Tuesday, 9 December 2025.
Mail by separating, folding and inserting the Annual Meeting Proxy Paper into the freepost envelope provided.

---

Fonterra Online
Meeting Guide 2025



Fonterra — Fonterra Online Meeting Guide 2025 Page 1
Before you begin
The online meeting is viewable from any computer, tablet or smart phone with an internet connection. Ensure your
browser is compatible. Supported browsers are:
• Chrome: Version 107 and later
• Edge: Version 107 and later
• Safari: Version 16 and later
• Firefox: Version 104 and later
If you are experiencing any playback issues, please ensure your browser is updated to the latest version.
To access the online meeting click on the link below, or copy and paste the link to your browser:







To join or register for the online meeting please enter your full name and email address. These fields are mandatory.
Please also include the names of any additional viewers from your device.
If you are a Prox y, enter your name. If you are an invitee from another organisation, enter the name of the company.
Once all details are entered, click on “Submit”.
Yo u may pre-register for the Annual Meeting. Once you click “Submit” you will be sent an email to the email address you
provided. This will include a link to access the online meeting.
https://fonterra.brandlive.com/Fonterra-Co-operative-Group-Annual-Meeting-2025/en

Fonterra — Fonterra Online Meeting Guide 2025 Confidential to Fonterra Co-operative Group Page 2





Once the Annual Meeting begins the video stream will begin to play automatically. If it does not, refresh your browser and
the player will restart. The volume control is on the bottom left of the player window.




How to vote
If you are eligible to vote, have not already voted and wish to vote during the Annual Meeting, click on the ‘Voting’ tab on
the menu bar, then on ‘Click here to vote’. This will open a new tab in your browser taking you to the electionz.com voting
page.

Fonterra — Fonterra Online Meeting Guide 2025 Confidential to Fonterra Co-operative Group Page 3
You will need your Personal Identification Number (PIN) and password from your voting pack.
By entering the PIN and password for a shareholder, you warrant and undertake that you are authorised to exercise the
vote of that shareholder. Your PIN and password will not expire, so you can log in as often as you like to complete your
voting.
The password is case sensitive and must be entered as it appears on your voting paper.
The Chair will announce when online voting on the resolutions opens and closes during the Annual Meeting. After voting
online, you do not need to submit your Voting Paper, and it can be destroyed.





Asking a Question
In the top menu bar, click ‘Q&A’, then on ‘Ask a Question’. Enter your question along with your name and supply number/s
at the bottom of the page. Click on ‘Ask’ to submit your question.

Technical Help
Click on the “Help” button in the top menu bar or phone support will be available on the day of the event and throughout
the Annual Meeting by calling 09 300 3069.

Document Links
The Meeting Guide and Notice of Meeting can be accessed by clicking “Documents” in the top menu bar.

---

Candidate Profiles
Fonterra Elections 2025
Board of Directors

KEY INFORMATION – 2025 ELECTION 1
FONTERRA DIRECTOR CANDIDATE MEETINGS 2
ATTRIBUTES AND SKILLS 3
THE INDEPENDENT ASSESSMENT PANEL 6
2025 REPORT OF INDEPENDENT ASSESSMENT PANEL 7
MICHELLE PYE 9
MIKE FLEMING 12
ALISON WATTERS 15
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 1,000 words
(excluding the Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may
include shares held by third parties in which candidates have a relevant interest
as defined by the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet
points) has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept
no responsibility for the content, or accuracy of the content, contained in
Statements supplied by candidates.
Warwick Lampp, Returning Officer – 2025 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

Fonterra Elections 2025 - Board of Directors Candidate Profiles1
Key information – 2025 election
There are three candidates:
Independently Assessed Candidates
• Michelle Pye
• Mike Fleming
• Alison Watters
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 9 December 2025.
Voting entitlements
Voting entitlements are calculated on the basis of share-
backed milksolids production for each farm for the last season
(2024/2025).
“Supplying Shareholders” will receive one vote for every 1,000
kilograms of milksolids backed by shares that they supplied to
Fonterra during the season ended 31 May 2025. A “Secondary
Shareholder’s” voting entitlement is based on share backed
milk supply, up to the ‘agreed percentage’ in relation to
Fonterra’s share standard for the supplying farm.
If a Supplying Shareholder did not supply last season but now
owns an existing farm that supplied last season, the voting
entitlement for that Supplying Shareholder and any Secondary
Shareholder will be based on that farm’s supply last season
or on the Board’s estimate of milksolids production for this
season.
In the case of a dry farm conversion and farm amalgamations/
divisions, voting entitlement is based on one vote for every
estimated 1,000 kilograms of milksolids to be supplied
during the season ended 31 May 2026. Milk supplied on
Contract Supply and milk which is not backed by shares is
excluded from milksolids production when calculating voting
entitlements.
First Past the Post Voting
The Fonterra Director Election uses First Past the Post voting.
This year, each shareholder may vote in favour of up to two
candidates.
As there are more candidates than vacancies, the two
candidates with the highest number of votes will be elected to
the Board.
Fonterra’s Board is currently comprised of up to six Elected
Directors and three Appointed Directors.
Lost or damaged voting papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of
voting at 10.30am on Tuesday, 9 December 2025.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed Voting Papers must be received by the Returning
Officer by 10.30am on Tuesday, 9 December 2025.
Number of vacancies to be filled
2

Fonterra Elections 2025 - Board of Directors Candidate Profiles2
Fonterra Shareholders have the opportunity to meet and
ask questions of the Director candidates at five meetings
throughout the country and two online meetings.
Chaired by the Fonterra Co-operative Council, these meetings
provide a setting in which candidates meet with and answer
questions from Fonterra shareholders with a focus on
explaining how their governance skills and attributes meet the
requirements of the Co-operative.
The format of the meetings will be that of a panel discussion
whereby candidates are first provided an allotted time to
introduce themselves before the Chair takes questions from
the floor and moderates.
The dates for the online meetings are listed below. Fonterra
shareholders can join the online meetings by registering via
the Farm Source website or the My Co-op app.
The dates and locations of the meetings are as follows:
DateTimeLocationVenueAddress and contact details
Tuesday, 25 November7:00pmMorrinsvilleMorrinsville Rotary Community
Centre
45 Canada Street, Morrinsville
Wednesday, 26 November11:00amRotoruaArawa Park Hotel
(Aintree One)
272 Fenton Street, Glenholme,
Rotorua
Wednesday, 26 November7:00pmONLINE MEETING--
Thursday, 27 November11:00amPalmerston NorthAwapuni Function Centre
(The Terrace Lounge)
67 Racecourse Road, Awapuni,
Palmerston North
Thursday, 27 November7:00pmChristchurchCommodore Airport Hotel
(Head of the Avon South)
449 Memorial Avenue,
Burnside, Christchurch
Friday, 28 November11:00amGoreCroydon Lodge
(The Trust Room)
100 Waimea Street, Croydon,
Gore
Monday, 1 December12.00pmONLINE MEETING--
Fonterra Director Candidate Meetings

Fonterra Elections 2025 - Board of Directors Candidate Profiles3
Attributes and Skills
All of our Directors must believe in and value the Co-operative
and be able to demonstrate that they have the attributes and
skills needed to deliver governance at a level expected for a
globally competitive New Zealand dairy co-operative.
Directors on most boards operate within a band of
governance experience, from the most experienced through
to those who are newer to the particular role, organisation or
industry. Over time, newer directors gain more experience and
this helps ensure that there is succession on a board as well as
a range of views and perspectives.
In order to attract the best candidates for our Board, we need
to access the attributes and skills that we know are in our
farmer shareholder base that will result in the right balance of
experience and ability on the Board over time. It is important
for all our farmer shareholders to be clear on what is required
of our Board to deliver the necessary performance and to set
up our Co-operative for success in the future.
We have identified a list of attributes (described above)
that each Director of our Co-operative must be able to
demonstrate. For some of these attributes, a Director will
continue to develop expertise but it is important that they are
able to show that they have the attribute and the ability to
keep developing in their role as Directors of our Co-operative.
In addition to these required attributes, our Board requires
a set of skills to deliver good governance. There is no
expectation that each Director will have all of these skills but
it is important that they are appropriately represented across
the Board. Some Directors will have strengths in some of
the skills while others might be still developing them or will
be able to rely on fellow Directors to provide guidance and
expertise in particular areas.
Targeted skills
Based on the 2025 Skills Matrix (see page 5), the
Board’s current priorities, and the external operating
environment, the Board has provided the following
skills to be targeted in the 2025 Director Election:
(a) In Depth Dairy Farming
(b) Dairy Industry / Understand Value Drivers of
Milk Price / Profit
(c) Financial Acumen
(d) Trading Experience
(e) Effective Leadership
(f) Innovation
In determining the targeted skills for 2025, the
Board has given consideration to Fonterra’s planned
divestment and six strategic choices, and the new
skill - Trading Experience - added in response to
the “Unleashing the Ingredients Engine” strategic
choice.
Consideration has also been given to the skills
needs of the Board over the coming years,
particularly with regards to Chair succession and
upcoming Director retirements.
As such, Dairy Industry / Understand Value Drivers
of Milk Price / Profit, Trading Experience and
Innovation are new targeted skills for 2025, with
In Depth Dairy Farming, Effective Leadership and
Financial Acumen all continuing to be targeted
skills.
Required attributes
There are certain attributes that the Board considers that all of our Directors must be able to demonstrate:
(a) Understanding of and commitment to the highest standards of governance including an understanding of the
collective group decision making processes adopted by the Fonterra Board
(b) Understanding of and empathy with the Co-operative and its farmer owners
(c) Ability and knowledge to comprehend the wider commercial and economic framework in which Fonterra operates
(d) Broad governance experience
(e) Proven track record of creating shareholder value
(f) Global perspective
(g) Time available to undertake a Director’s responsibilities
(h) Sound judgement
(i) Ability to apply strategic thought to important issues and to actively contribute to, and positively influence, Board
discussions
(j) Ability and willingness to constructively question, challenge and critique in an open-minded way, and offer, and
respect, diverse and alternative viewpoints
(k) Unquestioned honesty and integrity

Fonterra Elections 2025 - Board of Directors Candidate Profiles4
It is also important that the skills required for our Board take
into account the types of opportunities and challenges that
the Co-operative will face in the future, and ensure we are
developing the skills that may not be needed currently but will
be critical going forward.
This means that the search for skills on the Board should
always be looking to extend and build on current expertise.
The Fonterra Board Skills Matrix (described on page 5) shows
the aggregate skills that are shared across the Board, as well
as the skills that will be needed to deliver on the strategy
in coming years, and should never show that all skills are
currently being delivered. The Board Skills List (described
below) shows a balanced mix of skills related to the current
requirements of the Co-operative, which will continue to be
enhanced to match Fonterra’s future requirements.
A Director needs to demonstrate each of the attributes but
does not need to be able to demonstrate each of the skills.
The key requirement for a Director is that they are able to
meet the governance requirements at the level required for
our Co-operative. From time to time, we will identify particular
skills that may be needed on the Board.
Skills list
Our strength as a co-operative relies on us being able to
maximise the opportunity for our farmer shareholders to
move from their farming businesses to the board room.
An appreciation of the experience and skills required to make
that transition and access to adequate training are essential
for any farmer shareholder who wants to become a Fonterra
Director.
We expect our Board to have access to Directors with on
farm dairy knowledge based on having run or owned a dairy
operation as a member of our dairy Co-operative, who are
well versed in what drives Fonterra’s Farmgate Milk Price and
profitability in our global Co-operative, and who demonstrate
strong co-operative values.
For a number of Directors’ Elections, we have used a skills list
made up of the skills the Board requires to govern Fonterra.
This skills list has been updated regularly and is published in
the documents for the Director Election each year. In addition
to keeping the skills list updated, the Board has considered the
relative weighting of how much of each skill is needed on the
Fonterra Board. This weighting can be used to establish how
much of each skill we need on the Board over time (i.e. how
many Directors need to exhibit each skill and to what level).
Skill Category Definition
In Depth Dairy Farming
Deep “on farm” dairy experience, having run or owned dairy operations as a member of our dairy
Co-operative
Dairy Industry / Understand Value
Drivers of Milk Price / Profit
A strong understanding of what drives Fonterra’s milk price and of the profit drivers of the Co-operative
Financial Acumen
Strong financial skills and knowledge gained through business management, or as a highly experienced
auditor, or a functional expert in a senior financial position
Risk Management
Senior level experience in, or governance of, organisations that have significant risk management and
control frameworks including health and safety, cybersecurity and climate related risks
Manufacturing / Operational
Experience
Experience at a senior executive or governance level in a business with manufacturing and supply chain
operations
Trading Experience
Experience at a senior executive or governance level in an organisation, overseeing and/or managing
commodity or other trading functions
Customer Experience
Senior level executive or governance experience in a customer-oriented B2B company with significant
local, regional or global brands
Effective leadership
Senior executive or governance experience in leadership roles including strategy oversight, stakeholder
management and people leadership, including experience in environments that value and demonstrate
diversity of thinking and approach
Global Experience
Deep understanding of international issues and the macro-political and economic environment, through
experience working in multiple geographies, and a proven global mindset
Technology
Knowledge and experience in the governance, strategic use and risk management of technology
including information systems, transforming and disruptive technologies and cyber risk
Sustainability
Commitment to and a strong understanding of sustainability including the management of social,
environmental and economic factors and their contribution to long-term value creation
Innovation
Experience in, or a strong understanding of, research and development and applied innovation, including
in relation to nutrition science
2025 Fonterra Board Skills List

Fonterra Elections 2025 - Board of Directors Candidate Profiles5
Skills Matrix
The Fonterra Board has produced a Skills Matrix which shows for each skill:
• the aggregate skills of the Board; and
• the required and desired levels of that skill across the whole Board.
The Board has determined these required and desired levels based on the right mix of skills to govern Fonterra currently, the
present composition of the Board and the future strategic needs of the business.
The Skills Matrix uses blue horizontal bars to show the current aggregated skills of the Board. The whole of each blue bar
represents the Board’s aggregated level for each skill, and the darker shading within those bars represents the skills of Directors
who are retiring in the current year (including those who are eligible for re-election), and the skills of the Appointed Directors who
have retired or will retire from the Board in the current year.
The lighter shading represents the skills of Directors who are not retiring in 2025.
The Skills Matrix (below) shows the skills that the Board is looking for over time, and should be used as guidance. The Skills Matrix is
provided to the Independent Assessment Panel to assist them as they assess the best candidates for the Board, and it is included
in voting packs as guidance for shareholders when making their voting decisions.
Director Tenure
Years on the Board at the conclusion of the 2025 Annual Meeting
Brent
Goldsack
Cathy
Quinn
Peter
McBride
Bruce
Hassall
Alistair
Field
Alison
Watters
Holly
Kramer
John
Nicholls
Andy
Macfarlane
123456789
Remaining BoardRetiring Directors
2025 Fonterra Board Skills Matrix
2025 Targeted skillsAggregated Skills Evaluation
Desired skill levelRetiring DirectorsRequired skill levelRemaining Board
In Depth Dairy FarmingIn Depth Dairy Farming
Global Experience
Manufacturing / Operational Experience
Financial AcumenFinancial Acumen
Sustainability
InnovationInnovation
Customer Experience
Dairy Industry / Understand Value Drivers of
Milk Price / Profit
Dairy Industry / Understand Value
Drivers of Milk Price / Profit
Technology
Trading ExperienceTrading Experience
Risk Management
Effective LeadershipEffective Leadership

Fonterra Elections 2025 - Board of Directors Candidate Profiles6
The Independent Assessment Panel
Overview
The role of the Independent Assessment Panel is to rigorously
assess and evaluate potential candidates and then to
shortlist and recommend the best candidates to Fonterra’s
shareholders.
The Panel process is designed to provide intending candidates
with a confidential, rigorous and totally independent
assessment of their skills and experience against the
attributes and skills required by the Board in any year, and to
provide shareholders with independent and comprehensive
information about recommended candidates.
The Independent Assessment Panel process is open to all
intending Director Candidates who opt to go through the
Independent Assessment Process.
Panel Membership
The Independent Assessment Panel Members are as follows:
• Mark Verbiest, Independent Chair appointed by the Panel
members
• Dr. Patrick Strange, Independent Member
• Dame Therese Walsh, Independent Member
Panel Biographies
Chair: Mark Verbiest
Mark is currently Chair of Meridian Energy
and Summerset Group Holdings, and
has been appointed a director of ASB
Bank effective 1 October 2025. He is an
experienced professional company director
with over a decade of experience. A lawyer
by training, Mark spent many years in private practice as
partner of a large national law firm. He subsequently joined
the senior executive team at Telecom New Zealand as Group
General Counsel, also having executive responsibility for other
corporate groups as well as two business units.
Mark has previously been Chair of Freightways, Spark,
Transpower NZ, Willis Bond Capital and a director of a number
of other companies and entities, including ANZ Bank, the
inaugural board of the Financial Markets Authority and the
advisory board to NZ Treasury.
In 2022, Mark was named Chairperson of the Year at the
Deloitte Top 200 Awards, and in 2023 he was awarded
the Beacon Award for Corporate Governance by the NZ
Shareholders’ Association.
Dr. Patrick Strange
Patrick grew up on a dairy farm in Te Aroha
in the Waikato. He is currently a director of
Transgrid in Australia and recently retired
as the Chair of Auckland International
Airport Limited. His previous governance
experience includes directorships at the
NZX, NSW Networks, Essential Energy, Worksafe New Zealand,
Mercury NZ Limited, and Chorus – which he chaired until
retiring in 2022.
Patrick was named Chairperson of the Year for 2021 at the
Deloitte Top 200 Awards.
Prior to focusing on governance, Patrick’s management career
included Chief Executive roles at Transpower, Mercury Energy,
and Vector.
Dame Therese Walsh
Dame Therese is currently the Chair of Air
New Zealand and ASB Bank, Chair of the
nominations committee for the Climate
Change Commission and a Director of On
Being Bold Ltd.
Previously she was the Head of New Zealand for the ICC
Cricket World Cup 2015 and the Chief Operating Officer for
Rugby New Zealand 2011 Limited.
She has also been Chair of TVNZ Ltd, Chair of Chapter Zero
New Zealand, Pro Chancellor of Victoria University Wellington,
a Director of NZX Ltd, Antarctica New Zealand, Contact
Energy Ltd, NZ Cricket and Save the Children NZ, Trustee of
the Wellington Regional Stadium, CFO at the New Zealand
Rugby Union and part of the team that worked on the winning
bid to host Rugby World Cup 2011. Prior to this she was an
auditor at KPMG.
Dame Therese is a Fellow of the Institute of Chartered
Accountants and a commerce graduate from Victoria
University. In 2013, she was named the inaugural supreme
winner of the Women of Influence Awards and was awarded a
Sir Peter Blake Trust Leadership Award in 2014. She became a
Dame Companion of the New Zealand Order of Merit in June
2015.
Independent Secretariat
The Panel appoints an independent secretariat to carry
out the Panel’s administration functions. Wendy Chen of
Juno Legal will fulfil this role in 2025.

Fonterra Elections 2025 - Board of Directors Candidate Profiles7
Introduction
This report sets out the 2025 process undertaken by the
Independent Assessment Panel (Panel) to:
• Rigorously assess and evaluate potential Elected Director
candidates under the Independent Assessment Process
and make recommendations to Shareholders of the
Elected Director candidates to stand for election at the
upcoming Fonterra 2025 election of directors; and
• Rigorously assess and evaluate the incumbent director
standing for re-election in the 2025 election of directors
who elected to participate in the Independent Assessment
Process.
The Panel was formed in 2016 by the Fonterra Board of
Directors and the Fonterra Co-operative Council to provide
intending candidates with a confidential, rigorous and totally
independent assessment of their skills and experience against
the attributes and skills required by the Fonterra Board in
any year; and to provide Shareholders with independent and
comprehensive information about recommended candidates.
The membership and operations of the Panel are independent
of the Fonterra Board and Fonterra Co-operative Council.
A joint committee of the Fonterra Board and Fonterra
Co-operative Council was established in March 2019 to review
the director election process, following which changes were
made to improve the independence and transparency of the
'Independent Assessment Process'.
The Panel Members for 2025 are as follows, all of whom are
appointed jointly by the Fonterra Board and the Fonterra
Co-operative Council:
• Mark Verbiest, Independent Member and Chair appointed
by the Panel members
• Patrick Strange, Independent Member
• Dame Therese Walsh, Independent Member
The objectives of the Panel are:
• To have high quality Elected Director candidates
nominated for election to the Fonterra Board; and
• That Shareholders will be better informed in the electoral
process.
2025 Process Undertaken by the Panel
In August, by circular resolution, the Panel agreed to:
• Elect the Chair of the Panel and note the re-appointment/
new appointment of the representative Panel members by
the Fonterra Board and Fonterra Co-operative Council;
• Note the amendments to the Terms of Reference
approved by the Fonterra Board in June 2025;
• Appoint an independent secretariat to assist the Panel;
• Consider and note the required attributes and skill
requirements for director candidates, as set by the
Fonterra Board;
• Agree the 2025 Panel Search Brief;
• Agree the timetable to be followed in respect of the 2025
election process; and
• Appoint an independent search agent to support the
assessment of intending Independently Assessed
Candidates.
It was noted there were two positions available to be filled.
Following review of the five nominations received, and an
initial interview and reference checking process conducted
by the Panel's independent search agent, the Panel
interviewed two candidates that applied under the 2025
Independent Assessment Process, together with the one
incumbent director standing for re-election who had elected
to participate in the Independent Assessment Process. Two
further candidates that applied were not progressed to
interview stage, and feedback was given to each candidate by
the Panel Chair.
Three interviews were carried out in person. Time was allowed
for deliberation after each interview and following conclusion
of all interviews.
During the short-listing and selection process, the Panel
undertook a rigorous assessment of each candidate's
attributes, skills and experience relative to those identified in
the 2025 Candidate Handbook published by Fonterra, with
particular regard given to the six targeted skills identified.
The Panel considers that the interview process was conducted
in such a way that each candidate had the same opportunity
to demonstrate why their attributes and skills meant they
should be recommended by the Panel to shareholders for
consideration as a director of Fonterra.
Following the Independent Assessment Process, confidential
feedback was provided to all candidates who participated in
the process.
The incumbent director who is eligible for re-election this year,
Alison Watters, confirmed she would stand for re-election in
the 2025 election process.
2025 Report of Independent Assessment Panel

Fonterra Elections 2025 - Board of Directors Candidate Profiles8
The Panel unanimously agreed that:
Of the four other intending candidates, two were not suitable
to put forward to Shareholders for election, and the two other
candidates that were interviewed, Michelle Pye and Mike
Fleming, should be put forward to shareholders for election.
To assist Shareholders when deciding which candidates to
vote for in the 2025 director elections, the Panel has prepared
an assessment summary of the incumbent director standing
for re-election and the two additional intending candidates
put forward by the Panel, relative to the skills and attributes
set out in the 2025 Candidate Handbook.
Declaration of Association
From time to time, Panel members may interview and assess
intending candidates they have worked with in the past or
have a continuing business relationship with, and it is the
intention of the Panel to make any such associations known to
shareholders to ensure full transparency.
This year the Panel did not have any associations to declare
regarding any of the candidates.
Dame Therese Walsh
Patrick StrangeMark Verbiest (Chair)
Yours sincerely
Independent Assessment Panel

Fonterra Elections 2025 - Board of Directors Candidate Profiles9
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 360 515
Email: michelle@pyegroup.co.nz
Michelle PYE
Panel Recommendation Report - Michelle Pye
Michelle and her husband Leighton have owned and
operated Pye Group, a large-scale agricultural business
based in Canterbury, for over 23 years. They farm over
7,000 hectares with dairy, cropping, process vegetable,
grazing, transport and contracting operations. Pye
Group’s dairy business consists of ten farms producing
4.5 million milk solids with a further three farms to be
added to the group next season.
Along with working within Pye Group, Michelle has
recently been re-elected for a second term as a
Councillor for Timaru District Council. Within Council
Michelle has held many positions including as a
committee chair and a member of their Audit and
Risk Committee and their People and Performance
Committee. Michelle is also a Director of Potatoes
NZ and the Chair of The Potato Seed Co-op Ltd.
Previously Michelle has been a member of the Fonterra
Co-operative Council where she was a committee chair.
She was also an inaugural member of the Fonterra
Sustainability Advisory Panel and has held other
governance roles in industry good and community
organisations.
Michelle has an accounting background having worked
for rural based chartered accountants in Timaru for
ten years prior to raising her three (now adult) children
and working in their farming business. In 2022 Michelle
completed the Fonterra Governance Development
Programme and, through Council, has completed the
Making Good Decisions Certification for RMA Decision
Makers.
Panel’s Assessment of Michelle’s Capabilities
Relative to 2025 Attributes
The Panel were impressed by Michelle and in particular
her financial skills and strong understanding of
governance within a Co-op context. She was the
founding Director of the Potato Seed Co-operative,
representing 12 process potato growers across
Canterbury, and chairs this entity today, and is a
director of Potatoes NZ which represents c.110 growers
throughout New Zealand. Michelle also has a good
understanding of risk and sits on the Audit and Risk
Committee of the Timaru District Council.
Michelle has held a number of governance roles in her
career. In particular the Panel noted Michelle’s empathy
for the Co-operative and its farmer owners. She
understands and articulates well the importance of the
relationship between the Co-operative and its supplier
farmers. She is a proud supporter of Fonterra and has
had experience facing into the organisation through
her five years on the Co-operative Council, which also
included chairing the Board / Council Governance and
Representation Review and other committees, and as an
inaugural member of Fonterra’s Sustainability Advisory
Panel. All the dairy farms within her family’s Pye Group
have supplied to Fonterra since 2003.
Michelle has a solid understanding of the framework
in which Fonterra operates and a track record of
creating shareholder value both within her family’s
dairy businesses and also their horticulture businesses.
Michelle is cognisant of the time commitment required
for this role, and she and her husband are onboarding an
independent CEO to manage the day to day operations
of Pye Group. She also made clear she would step back
from other existing governance roles and responsibilities
to the extent appropriate to ensure she had adequate
time and space to undertake the Fonterra board role and
responsibilities.
Michelle demonstrated good strategic thought around
the challenges and opportunities ahead of Fonterra.
Michelle presents as open minded and considered
and able to build relationships with a very wide range
of stakeholders. She also demonstrated a good
understanding of risks in the Fonterra context, while
noting her exposure to trading in global markets is
limited.
Panel’s Assessment of Michelle’s Capabilities
Relative to 2025 Targeted Skills
Over the past 23 years, Michelle and her husband
Leighton have successfully established and grown Pye
Group, comprising ten converted and purchased dairy
farms, a grain and cropping business, and a sizable carrot
and potato growing operation. They employ c.150 staff.
Michelle brings a strong understanding of profitability
and milk price drivers in the dairy industry, enhanced by

Fonterra Elections 2025 - Board of Directors Candidate Profiles10
her involvement in the Fonterra Co-operative Council
from 2016 – 2021. Michelle has operated as a director and
CFO of Pye Group, and previously spent considerable
time working in an accounting practice so has good
financial experience and acumen. She has also been on
the audit and risk committees for TDC and Potatoes NZ.
She has ensured she keeps current with governance-
related issues having participated in governance
programmes including Fonterra, IOD, and through
Farmlands and Silver Fern Farms.
In terms of leadership, the Panel noted Michelle’s
capability leading and growing her own operation
alongside her husband, as well as her governance
leadership roles, for example in the potato industry.
Michelle demonstrated an ability to innovate – in
particular, around sustainable farming practices. Michelle
has a high degree of self-awareness and the Panel
considers she is also able to build her knowledge quickly
when she enters a new domain.
I am standing for election to the Fonterra Board because
I believe the strength of our Co-operative rests on strong
governance, authentic leadership, and the enduring
relationships we foster with our farmer suppliers and
shareholders. My life and career have been deeply shaped
by farming, governance, and community leadership. Over
the past twenty years, I have contributed to the growth of
our own large-scale agribusiness, represented farmers at the
Co-operative Council, led sector organisations, and engaged
directly with Fonterra’s farmer-owners and stakeholders.
I have governance experience across a range of entities,
including local government, agribusiness co-operatives, and
industry organisations. While the scale of these organisations
differs, the principles of governance are consistent:
maintaining accountability, exercising sound judgement, and
balancing competing interests for the long-term good.
The Co-operative is nothing without its farmer owners.
During my five years on the Co-operative Council, I engaged
widely with Fonterra farmers across New Zealand, listening
to their perspectives and worked with Council to clarify
their role within the Co-op. One of our key achievements
was developing a Statement of Expectations, which
articulated farmer shareholders’ views and strengthened the
accountability framework between the Board, the Council, and
you, our owners.
At home, our family business has grown from a mid-sized
arable operation with a single dairy farm to an extensive
agribusiness comprising ten dairy farms alongside cropping,
process vegetable, transport, grazing and contracting
operations. I have a proven track record of creating
shareholder value, both within our own business and in my
governance roles. As Chair of the Potato Seed Co-operative,
I led its development from a small co-operative leasing cool
stores into a fully established purpose-built facility with
world leading grading technology. This significantly increased
shareholder value without requiring further capital injections. I
am proud of this achievement, which demonstrates my ability
to balance growth, risk, and shareholder relationships.
Serving as a Timaru District Councillor and Audit & Risk
Committee member has taught me to balance competing
priorities, weigh long-term community benefits against short-
term pressures, and apply deliberate, transparent decision
making.
Across all my roles, I have applied a relationship-first approach
because influence only comes after you have earned
respect and trust. I believe one of my greatest strengths
is my willingness to listen to alternative viewpoints and
constructively question assumptions. This open-mindedness,
combined with my authenticity and ability to build strong
relationships, enables me to contribute meaningfully to board
discussions and challenge constructively while maintaining
unity around the table.
Skills Aligned with the Fonterra Board Skills List
In depth Dairy Farming Experience
Together with Leighton, we are owners of ten dairy farms
which we have converted or purchased over the last 23 years
and have plans to add at least three more to our group for
next season. Whilst not a gumboot farmer I understand the
challenges of running a sustainable farming business that
creates shareholder value over time whilst being responsible
members of our communities. I have also gained industry
insights from over ten years judging dairy industry awards
across multiple regions.
Dairy Industry and Milk Price Understanding
As a Co-operative Council member, I contributed to reviews
of the Dairy Industry Restructuring Act (DIRA), made
personal submissions, and gained knowledge of the milk
price calculation through interactions with Panel members.
I developed a good understanding of Fonterra’s milk price
drivers and profit levers, supported by detailed financial
presentations from Board and Management.
Financial Acumen
My early career in rural chartered accounting firms gave me a
strong grounding in financial principles. In our own business,
I effectively served as CFO, managing finances and reporting
for a large-scale agri-business. I am highly confident analysing
financial statements and investment proposals.
Risk Management
As a member of the Audit & Risk Committee at Timaru District
Council I have overseen extensive risk frameworks and as the
Chair of the Potato Seed Co-operative I have developed a risk
framework from scratch.
Candidate Profile Statement

Fonterra Elections 2025 - Board of Directors Candidate Profiles11
Leadership and Stakeholder Management
I have successfully led co-operative start-ups, infrastructure
projects, and capital restructures, requiring extensive
stakeholder engagement. My ability to lead through
authenticity and relationships is one of my key strengths.
Sustainability and Innovation
Being a member of the Fonterra Sustainability Advisory Panel
gave me great insight into an independent view of what
Fonterra needs to consider from a sustainability perspective.
Our own Pye Group strategy has a clear focus on people,
culture, environment and good business systems that
will allow us to grow an exceptional business that is
intergenerational.
As chair of Potato Seed Co-op, I led the board through a major
innovation project with the installation of a world leading
grading system.
I have learnt through my governance experience that there is
a significant difference between observing from the outside
and contributing within. For this reason, I am cautious about
making broad promises. However, if elected, I will:
• Work hard to be an informed, constructive, and committed
member of the Board.
• Prioritise Fonterra by ensuring I have the necessary time
and focus to meet the responsibilities of the role.
• Champion the importance of long-term, trusting
relationships with farmer shareholders—because without
their milk, there is no Co-operative.
• Contribute with authenticity, honesty, and respect for
diverse views, while ensuring Fonterra is positioned for
long-term sustainable success.
Fonterra is built on trust, co-operation, and the commitment
of its farmers. I bring a deep understanding of our sector,
proven governance and commercial experience, financial
and risk management capability, and most importantly,
authenticity and strong relationship-building skills. I
believe these qualities will allow me to make a meaningful
contribution to the Fonterra Board, helping to steer our Co-
operative toward a sustainable, profitable future.
Current Governance Experience
• Timaru District Council – Councillor and member of
numerous committees including Audit & Risk
• Potato Seed Co-operative Ltd – Chair since incorporation
• Potatoes New Zealand – Board Member
• Pye Group Ltd (and various entities) - Director
Previous Governance and Fonterra Experience
• Fonterra Co-operative Council Member (2016-2021)
including chairing various committees
• Chair of joint Board and Council Governance and
Representation Review Committee
• Fonterra Sustainability Advisory Panel (2018-2020)
• South Canterbury Chamber of Commerce Board Member
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• Barnscroft Dairy Ltd, 461,856 Fonterra Shares
• Cloverdene Dairy Ltd, 648,736 Fonterra Shares
• Dialan Dairy Ltd, 509,833 Fonterra Shares
• Grantlea Dairy Ltd 1,005,973 Fonterra Shares
• Highfield Farm Holdings Ltd, 519,560 Fonterra Shares
• South Stream Dairy Ltd, 490,571 Fonterra Shares
• Straven Dairy Ltd, 504,916 Fonterra Shares
• I am a director and shareholder of Pye Group Ltd which owns shares in Central Feeds Ltd which provides agricultural
contracting services to the Fonterra Group.
To the best of my knowledge and belief the disclosures set out above are full and complete.

Fonterra Elections 2025 - Board of Directors Candidate Profiles12
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 457 1118
Email: mike@visionag.co.nz
Mike FLEMING
Panel Recommendation Report - Mike Fleming
Mike Fleming is an accomplished agribusiness leader
and governance professional with over two decades
of experience driving strategic growth across primary
industries in New Zealand. Mike has a background in
governance and executive leadership roles and has
provided project management and consultancy services
to a diverse portfolio of agricultural enterprises.
He currently chairs Fortuna Group Ltd and is a director
of Canterbury Grasslands Ltd (both large scale NZ dairy
farm businesses), a director of Better Eggs Ltd (one of
the largest egg producers in NZ), and of several other
agribusinesses. Mike has a strong focus on financial
performance, sustainable growth, capital allocation,
stakeholder alignment, and operational excellence.
A Lincoln University graduate and Fonterra Governance
Development Program alumnus, Mike is values-driven,
with a focus on leadership, continuous improvement, and
long-term value creation.
Panel’s Assessment of Mike’s Capabilities
Relative to 2025 Attributes
The Panel acknowledged Mike’s considerable governance
experience, developed over a significant period.
He is an active alumni of the Fonterra Governance
Development Program. Similarly, Mike has had deep
involvement across the dairy industry for many years,
particularly at a leadership and governance level,
alongside roles across the broader agri-sector. He
expressed that he is motivated to stand for the board
because he believes he brings the necessary capabilities
to help fill the skill gaps that will emerge as current board
members transition out over the coming years. Mike did
touch on the wider commercial and economic context in
which Fonterra operates during his interview.
Mike has clearly created shareholder value in a number of
his roles but also described well the strategic challenges
that had been encountered in some of these businesses.
For example, he has been involved in dairy businesses
expanding offshore, experiencing the challenges of
operating abroad, and has also led consolidation efforts
within the egg sector.
The Panel noted Mike has a full slate of roles currently
and if elected to the Fonterra board, would have to
shed some of the load in order to have the space to
accommodate the role, including engagement with
farmer suppliers and visits outside the normal board
schedule, both of which he sees as critical to being a
farmer appointed director.
Mike displayed good judgement and this, coupled with
his experience to date, should equip him to adapt into
the larger context of Fonterra given its scale and global
market involvement. Mike has clearly been exposed to
dealing with staff and commercial and strategic issues of
some magnitude, particularly noting his leadership roles,
including chairing boards of major agri-businesses with a
combined staff of over 400 pax and assets in excess of
$1B.
Panel’s Assessment of Mike’s Capabilities
Relative to 2025 Targeted Skills
As noted above, Mike has extensive experience in the
dairy sector. This experience has largely been gained
from executive and board roles with large scale dairy
farm businesses and various advisory roles with family-
owned dairy farm businesses. He has maintained strong
relationships with the Fonterra Co-operative’s board and
management. He has a strong grasp of the key factors
influencing milk price and earnings, with a particular
focus on how these contribute to long-term value
creation for the Co-operative’s farmer-owners.
Mike has a strong level of commercial and financial
acumen, noting he is not a financial expert. By his own
admission, Mike does not have an extensive amount of
trading experience, although that is a quite specialised
area that not many would have extensive experience of.
Mike gave some good examples around innovation,
in particular from his involvement in both dairy and
egg industries introducing leading on-farm practices,
including from a sustainability perspective.

Fonterra Elections 2025 - Board of Directors Candidate Profiles13
I am incredibly proud to be connected to agriculture in
New Zealand, and to contribute as a Fonterra supplier and
shareholder. This connection reflects not only my professional
journey, but also a commitment to the long-term success of
our dairy industry and rural communities.
I grew up on a family farm in Hawkes Bay, gaining a Bachelor
of Agricultural Commerce from Lincoln University in 1993. I live
in Napier with my wife Kristen, who has enjoyed a successful
and rewarding career in dairy farming. We have two children
currently dairy farming and aspiring to farm ownership. It is
important to me to ensure that our future generations can
enjoy being part of a successful and world class dairy industry.
At 55, I have held executive management and governance
roles in Agribusiness for the past 23 years, mostly related to
pastoral farming (primarily dairy), egg production and related
Agribusinesses. I am currently Chair of Fortuna Group Ltd,
which has grown to 22 dairy farms in Southland, Director of
Canterbury Grasslands Ltd, with dairy farms across NZ and
in the USA and a Director of Better Eggs Ltd, which is NZ’s
second largest egg producer.
There’s a common thread across these roles, understanding
the expectations of shareholders and wider stakeholders,
setting a clear strategy and business plan to achieve these
expectations, leading and building teams of highly capable
people, and maintaining focus on operational execution which
is underpinned by a high-performance culture. I strongly
believe that successful businesses operating in commodity
sectors need to be lean and agile to adapt quickly to volatile
operating environments.
My experience is wide-ranging, varied, and characterised
by strong leadership and an ability to influence continuous
change and improvement from the boardroom. I ensure
financial performance and capital returns meet expectations,
while also building capability and leadership succession to
sustain long-term success.
What I Bring To The Fonterra Board
I am an experienced director who can govern from the lens
of our dairy farm businesses. I have a strong empathy for our
farming families and rural communities, and I’m committed
to creating meaningful opportunities that support long-term
success for future generations.
I have a strong track record of creating value, driven by sound
commercial decision-making and a clear focus on growth,
profitability, and return on capital. These outcomes need to
be supported by a high-performance environment, and I
thrive on the challenge of motivating and developing others
to achieve continuous improvement. With my experience and
capability, I aim to ensure strategic decisions strike the right
balance - delivering strong outcomes not only for Fonterra,
but also for dairy farm businesses.
As a Director of Fonterra, you can be assured of my
commitment, honesty and integrity. With complete
accountability, an open mind and listening to understand, I will
help lead and influence the continuous improvement we need
to see in our Co-operative to remain competitive and relevant.
Targeted Skills
In Depth Dairy Farming
I have held executive management and governance roles for
dairy farm businesses since 2005. I lead with a strong focus
on value creation through strategic acquisitions and continual
focus on operating excellence. I am passionate about
developing people within lean organisations.
Dairy Industry / Understanding Value Drivers of
Milk Price / Profit
I am an active alumni of Fonterra Governance Development
Programme (since 2006) and have had deep involvement
across the dairy industry during this time. Within this I have
developed ongoing relationships with Fonterra shareholders,
directors and other dairy industry leaders. I have regular
meetings (normally quarterly) with Fonterra management and
directors to discuss factors influencing milk price and earnings
and the wider supplier relationship with Fonterra.
Financial Acumen
Throughout my career I have developed and demonstrated
expertise in driving financial performance, with financial
management being one of my core skillsets. I have clarity on
what generates profit, optimising free cash flow, enhancing
total shareholder return, managing risk, and consistently
meeting stakeholder expectations.
Trading Experience
My experience in the NZ egg industry through various
management roles and as a Director of Better Eggs provides
deep knowledge of a commodity business within fast moving
consumer goods. It is a very competitive, low-margin business
environment. The business is involved in the full supply chain
from feed manufacture, farm production, grading, distribution
and sales. The hard lessons of commodity cycles, inventory
management, competition and industry regulation have
imprinted valuable learnings, which reinforce the importance
of being the lowest cost producer – my understanding of
these principles as it relates to Fonterra is core to delivering a
strong milk price.
Effective Leadership
Throughout my executive and governance career, I have
consistently held leadership roles during times of significant
change, challenge, and transformation - earning a few scars
and gaining valuable insights along the way. I bring a steady,
values-driven approach to board leadership, combining
strategic insight, sound judgment, and positive influence to
help boards and executive teams navigate uncertainty and
achieve positive and sustainable outcomes.
Candidate Profile Statement

Fonterra Elections 2025 - Board of Directors Candidate Profiles14
Innovation
My experience with innovation has primarily focused on
assessing the commercial viability of new technologies
and ensuring we have the capability to implement them
successfully within the dairy farming and egg businesses
I’ve been involved with. In the highly competitive egg sector
in particular, innovation is essential to create a point of
difference for consumers and to maintain low-cost production
systems and supply chains.
Governance Experience
• Chair (and shareholder) of Fortuna Group Ltd
• Director (and shareholder) of Canterbury Grasslands Ltd
• Director (and shareholder) of Better Eggs Ltd
• Managing Director (and shareholder) of Heritage Farms
(New Zealand) Ltd
• Chair of Progressive Livestock Limited
• Independent Director of Argyle Dairy Farm Limited
• Managing Director and Chair of Festive Fields (2015)
Limited
• Deputy Chair of Egg Producers Federation of New Zealand
I am an experienced governor, a member of the Institute
of Directors and completed the Fonterra Governance
Development Programme in 2007 and have continued
involvement and networking through the Alumni program.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I have interests in 8,245,309 co-operative shares held by Associated Persons (as defined in the Financial Markets Conduct
Act 2013).
I have the following interests in entities that transact with Fonterra Co-operative Group Limited or its subsidiaries:
• Director and shareholder of Fortuna Group Ltd and subsidiaries;
• Director and shareholder of Canterbury Grasslands Ltd and subsidiaries;
• Director of Argyll Dairy Farm Ltd and subsidiaries;
• Director of Festive Fields (2015) Ltd.
The following companies and farm entities supply other milk processors:
• Argyll Dairy Farm Ltd (and one subsidiary) supplies Danone Nutricia NZ Limited
• Fortuna Group Ltd – lease 1 dairy farm that has an existing supply contract with Open Country Dairies
• Canterbury Grasslands Ltd – three entities supply Synlait Milk
To the best of my knowledge and belief the disclosures set out above are full and complete.

Fonterra Elections 2025 - Board of Directors Candidate Profiles15
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 029 441 4022
Email: watters@farmside.co.nz
Alison WATTERS
Panel Recommendation Report - Alison Watters
Alison is currently a farmer-elected Fonterra Director.
Alison’s additional Fonterra board roles include being
Chair of the Sustainability and Innovation Committee; a
member of the Audit, Finance and Risk Committee; and
of the Co-operative Relations Committee.
Alison is an accomplished governor with extensive
subject-matter expertise in research, development, and
applied innovation related to the commercialisation of
ingredients and food products for human nutrition. Her
passion lies in developing and ensuring implementation
of robust strategies and ensuring accountability in
management performance.
In addition to her role as a Fonterra director, Alison
currently serves as Chair of Comhla Vet Limited, and of
Totally Vets Limited. Previously, she has held positions as
Chair of AsureQuality and of the Meteorological Service
of New Zealand Limited (MetService), as well as serving
as a Director of Livestock Improvement Corporation
Limited and as a Board member of MBIE’s National
Science Challenge, “High Value Nutrition.”
Alison and her family own a fifth-generation dairy farm
in Wairarapa, milking 510 cows. She and her husband,
Andrew, were named NZ Sharemilker of the Year in 2003.
Panel’s Assessment of Alison’s Capabilities
Relative to 2025 Attributes
The Panel noted that Alison Watters has been on the
Fonterra board since 2022 and has participated in
strong and effective governance during her time on the
board. Alison has been part of a high performing, well-
functioning board during that time and she is clearly very
committed to the highest standards of governance both
in her Fonterra board role and other board roles she has
held. Alison describes herself as a staunch supporter of
Fonterra and a “Co-op girl through and through”. She and
her husband own and operate a 510 cow dairy farm in
the Wairarapa.
Reflecting on her past three years as an elected Fonterra
director, Alison commented that it has been an impactful
and invaluable experience, giving her great exposure
to the workings of the Co-operative and its impact
on the broader farming sector, as well as having to
advance significant strategic choices. Alison has been
deeply involved with the Sustainability and Innovation
Committee of the Fonterra board and she was tasked
with establishing this for the Co-op, setting frameworks
and establishing the charter.
Prior to taking up her role on the Fonterra board Alison
had extensive governance experience across a range of
not-for-profit’s and commercial boards including chairing
AsureQuality for three years.
Alison demonstrates a strong track record of creating
shareholder value in a range of environments. Most
recently, this has been on the Fonterra board but she has
also stepped in to chair a large veterinary business and
significantly improve its performance. With regard to her
global perspective, this has been an area Alison has been
actively developing with the assistance of Fonterra and
she has undertaken numerous trips offshore to inform
her global perspective.
Alison has a strong understanding of the time required
to sit on the Fonterra board given she has done so for
the last three years. In preparing herself to take up that
board role she consciously phased out most of her other
governance roles over the past three years. Alison has
demonstrated good judgement at governance level and,
in particular, impressed the Panel with strong examples
around her ability to apply strategic thought to relevant
board issues. She is also well aware of board dynamics
and contributes in a constructive way. She has at times
shown courage in her decision making and is always
focused on the best use of shareholder capital.
Panel’s Assessment of Alison’s Capabilities
Relative to 2025 Targeted Skills
Alison has been on the Fonterra board for the last
three years and has continued to consolidate her
understanding of dairy farming and her networks
in the farming sector. As a Fonterra farmer with a
strong commercial foundation, Alison understands the
fundamentals of what drives Fonterra’s business – milk
supply. Sitting on the Co-op board she has gone on to
develop a much stronger understanding of the levers and
inputs that drive milk price and profit.

Fonterra Elections 2025 - Board of Directors Candidate Profiles16
Whilst not being an accountant by background, Alison
has upskilled in the financial acumen area. She has
sat on the Audit and Risk Subcommittees of three
major boards. Alison currently sits on Fonterra’s Audit
and Risk Subcommittee. Alison demonstrated a good
understanding of the risks that Fonterra faces, as well as
its strategic opportunities.
In terms of trading experience, Alison had the most
experience in this area of the three candidates the
Panel interviewed. That said, it remains an area where
she is developing and continuing to learn, supported
by Fonterra. Alison brings over a decade of effective
governance experience and demonstrated leadership.
She has throughout her career gravitated to leadership
roles and demonstrates a servant leadership mindset.
She is also self-aware around her areas for development.
When considering innovation, the Panel noted Alison
chairs the Fonterra Subcommittee for Sustainability and
Innovation and has enjoyed increasing her exposure and
knowledge of R&D across the Co-op. Given her own
science background, this is an area of particular interest
to Alison.
When I was elected to the Fonterra board in 2022, I
committed to being an impactful director - applying my
governance experience and industry knowledge to ensure
management remained accountable for our Co-operative’s
performance.
It has been a privilege to work with the board and
management to continually lift Fonterra’s performance.
Success for Fonterra means success for dairy farming in NZ
and I am deeply committed to Fonterra’s Co-operative model
and the security this brings to our farmer shareholders.
Fonterra has seen significant consolidation and refocusing
in the past three years, including a refresh of the strategy to
deliver maximum value on-farm for our farmer shareholders
through both a strong Milk Price, and consistent dividends.
Fonterra’s balance sheet has been strengthened through a
lift in performance and the divestment of assets no longer
aligned with our strategy.
Fonterra is entering an exciting era of:
• focusing on what we’re good at - efficient milk collection,
manufacturing, and selling of commodity ingredients,
whilst continuing to support value-add growth in speciality
ingredients and foodservice channels.
• staying globally competitive with rapidly changing
customer demands, and
• delivering strong returns, while remaining acutely mindful
of farmer shareholders’ risk appetite in decision-making.
We are heading in the right direction, but there is still much to
do.
Maintaining shareholder confidence in the Co-operative –
demonstrated through retained milk supply - is critical for an
efficient and effective Co-operative. We must also continue
to engage with the next generation of farmers, reinforcing
the value of the co-operative model and encouraging them to
become Fonterra shareholders.
Equally important is ensuring Fonterra’s strong legacy of
innovation in dairy science is appropriately resourced within
a robust performance management framework, so value is
captured from innovation. As Chair of the Sustainability and
Innovation Committee, I have worked with my committee to
help management develop this framework, which now guides
how to best invest in innovation to maximise returns for
Fonterra.
It is also vital that the Co-operative and the board continue
to focus on delivering strong financial returns, respecting
shareholder capital while paying the best Milk Price possible.
Alongside this Fonterra must remain proactive in supporting
sustainable farming practices; adopting climate-appropriate
collection, manufacturing and supply chain processes; and
upholding integrity in animal welfare and people management.
We need a Fonterra that farmer shareholders are proud of,
others aspire to join, and that attracts talented people eager
to contribute.
Achieving this requires strong governance - a Board that both
supports and challenges management to ensure Fonterra’s
strategy is effectively implemented and ensures that farmer
shareholders are rewarded for their commitment to our
Co-operative.
Over the next two years, there will be significant change
around the board table. Continuity of leadership and
experience is vital to our Co-operative, and I am committed
to supporting that stability. I am energised to continue
contributing to Fonterra’s success.
I believe I bring the skills, experience and personal attributes
the Board needs, and I respectfully ask for your continued
support for a second term.
Targeted Skills and Attributes:
I am an experienced governor with more than 23 years serving
on boards across nonprofit organisations, SMEs and large
global commercial companies. My three years as a Fonterra
director has significantly deepened my understanding
of Fonterra’s key business drivers; the value parameters
underpinning Milk Price; our global market position and how
best to add value through our channels to market; and the
financial intricacies of running a large global business whilst
pursuing efficiency and “best in cost” manufacturing. I remain
passionate about strategy and recognise that the greatest risk
with strategy is in its implementation.
Candidate Profile Statement

Fonterra Elections 2025 - Board of Directors Candidate Profiles17
I can also provide a strong contribution at the board table in
the areas highlighted as targeted skills in the 2025 election
process. I bring in depth understanding of dairy farming and
the dairy industry, supported by an extensive network of
contacts throughout the primary sector. I have developed
a far stronger understanding of the financial complexity of
operating a global commodity and value-add ingredients and
foodservice business, and I understand trading sufficiently to
ask relevant questions around the board table. My innovation
credentials are deep, having worked at the ‘coalface’ of
R&D, and commercialising R&D with innovation teams at
the Fonterra Research and Development Centre, before
commencing my governance career.
I have a proven, experience-backed track record in leadership,
and I remain committed to making a meaningful impact within
Fonterra from a leadership perspective.
About Me:
• Together with my husband Andrew, we own a 510 cow
dairy farm in the Wairarapa.
• National Winners - NZ Sharemilker of the Year, 2003
• Bachelor of Agricultural Science and a PhD in Human
Nutrition; former research career specialising in the role of
dairy protein in health and wellbeing.
• Graduate of the Fonterra Governance Development
Programme (2015).
• Over the past three years, I have stepped down from
several boards to focus on my Fonterra directorship.
• Former Chair of AsureQuality Ltd and MetService Ltd;
former Director of LIC Ltd.
• Currently Chair ComhlaVet Ltd, NZ’s largest privately
owned veterinary business, with clinics also in Victoria,
Australia.
• On the Fonterra board I am part of the Co-operative
Relations Committee, the Audit, Finance and Risk
Committee and I chair the Sustainability and Innovation
Committee.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
• I own shares in Taumata Island Dairy Limited, a supplying shareholder of Fonterra Group (in my name) jointly with
Associated Persons (as defined in the Financial Markets Conduct Act 2013) which holds 234,737 shares.
• I own shares in the Fonterra Shareholder Fund (in my name) jointly with Associated Persons (as defined in the Financial
Markets Conduct Act 2013) with a total of 9,317 shares held.
• I am the Board Chair of ComhlaVet Limited, which is the parent company for multiple individual veterinary businesses
through New Zealand, and Victoria, Australia, that service Fonterra Group Shareholders in both New Zealand and
Australia, including support for the Co-operative Difference assessments.
• I am the Board Chair of Totally Vets Limited, which is a veterinary business in the lower North Island that services
Fonterra Group Shareholders including support for the Co-operative Difference assessments.
To the best of my knowledge and belief the disclosures set out above are full and complete.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2025
PO Box 3138
Christchurch 8140
Free phone 0800 666 034
fonterra.com

YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
Voting Paper
VOTING CLOSES AT: 10.30AM ON TUESDAY, 9 DECEMBER 2025
OPTION 1: ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and
password – see below.
IMPORTANT: By entering the PIN and password you warrant and
undertake that you are authorised to exercise the vote of this
shareholder.
After voting online, you do not need to submit this Voting Paper
and it can be destroyed.
PINPassword
OR
OPTION 2: POSTAL VOTING
Post the completed “Voting Paper” to the Returning Officer in the
freepost reply envelope provided.
It is recommended that you post your Voting Paper no later than
Wednesday, 3 December 2025 so that it reaches the Returning
Officer before the close of voting.
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Election of TWO (2) Directors
Fonterra Elections 2025
Board of Directors
First Past the Post Voting
This is a First Past the Post vote to elect two (2)
Directors.
The two candidates with the highest number of
votes will be elected.
Postal Voting Instructions
• You may select a maximum of TWO (2)
candidates. If you select more than two
candidates, all your votes will be invalid.
• You can select fewer than two candidates.
• Vote by placing a tick “” in the circle next to
the name of each candidate you wish to vote in
favour of.
VOTE HERE
Michelle PYE
Independently Assessed Candidate
Mike FLEMING
Independently Assessed Candidate
Alison WATTERS
Independently Assessed Candidate

---

WARD 10 - NORTHERN BAY OF PLENTY
Candidate Profiles
Fonterra Elections 2025
Co-operative Council

Contents
KEY INFORMATION – 2025 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
DAVID BEUTH 3
JANELLE NEE 4
ANDREW PRIMROSE 5
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 400 words (excluding
the Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may
include shares held by third parties in which candidates have a relevant interest
as defined by the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet
points) has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept
no responsibility for the content, or accuracy of the content, contained in
Statements supplied by candidates.
Warwick Lampp, Returning Officer – 2025 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 10 - Northern Bay of Plenty1
Ward 10 - Northern Bay of Plenty
There are three candidates – David Beuth, Janelle Nee and
Andrew Primrose.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 9 December 2025.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two
votes per shareholder who is entitled to vote in a Ward
election. Both votes may be used by the shareholder, or one
may be given to a sharemilker. Votes are not weighted by
milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s representation role are:
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• An understanding of Fonterra’s business.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of and empathy with the Co-operative.
• An understanding of the key drivers of wealth - milk price and profit.
• Business acumen - financial literacy and ability to think strategically.
• Communication skills (including presentation/public speaking capability).
• Interpersonal skills (approachable nature, empathy with fellow farmers).
• Time available to undertake a Councillor’s responsibilities.
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.
A Co-operative Councillor is also expected to be willing to continually develop their capabilities around business understanding,
communication and interpersonal skills, and teamwork.
Councillors are expected to commit an average of one day per week to their role.
Lost or damaged Voting Papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of
voting at 10.30am on Tuesday, 9 December 2025.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed Voting Papers must be received by the Returning
Officer by 10.30am on Tuesday, 9 December 2025.
Key information – 2025 election
Key qualities and capabilities of a Councillor

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 10 - Northern Bay of Plenty2
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role is to support shareholders’ democratic control
of their Co-operative and to actively represent and seek to
protect members’ interests as owners, investors, suppliers and
members of the Fonterra Co-operative community.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection, Accountability and Guardianship.
Connection
• Council seeks to foster Co-operative members’
engagement with Fonterra
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests,
needs, views and expectations and to provide members
with regular feedback on Council’s representation of these
to the Board
• Councillors receive calls and emails from members and
hold Ward meetings, and may be asked to represent
Council at field days and other events
• Councillors are expected to report in a timely manner on
the feedback and themes they hear
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
and Beyond the Farm Gate events (which Councillors host)
and the Governance Development Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives,
and what new and/or emerging challenges Fonterra is
facing and addressing
• Council seeks to hold the Board to account by seeking
from the Board explanation of and responsibility for
Fonterra’s strategy and performance
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis
• Council regularly submits questions to the Board
• Council regularly and transparently reports back to
members on its engagements with the Board.
Guardianship
• Along with the Board, Council acts as the guardian of the
Co-operative Philosophy, as expressed in the Co-operative
Principles, Purpose Statement and Values
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative
• Council also:
• manages the Director election process in consultation
with the Board
• appoints the Milk Commissioner
• consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund
• consults with the Board in relation to any changes to
the Milk Price Manual and Principles
• has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
• Council has the power to:
• consider and, in consultation with the Board, propose
to shareholders changes to the Constitution
• recommend the commissioning of a special report on
specific projects or activities
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role Council represents
the interests of all members of the Co-operative, being
shareholders supplying milk to the Co-operative, their
sharemilkers and contract milkers, and other persons
supplying milk to the Co-operative in New Zealand under
standard terms and conditions of supply.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The Role of Council

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 10 - Northern Bay of Plenty3
To start with I would like to thank Don Hammond for the work he has done for us on the Council, it’s much appreciated.
My wife Clare and I own a 140 ha dairy farm milking 450 cows up on the Mamaku Plateau where we have been for the past 22
years. Previous to that we have farmed in the Eastern Bay of Plenty and Wairarapa regions.
I have previously been involved with Livestock Improvements Shareholder Council from 2010-2020 and their Inaugural Shareholder
Reference Group in 2021. During this time I have represented shareholders’ best interests and navigated through a restructure to
representation as well.
I have also had experience with School Board of Trustees being the Chairman of our local school for 8 years.
I would like to become more involved with the Fonterra Co-operative Council now that I have a bit more time to give.
I have attended the Fonterra ‘Understanding your Co-operative Programme’ twice and also attended an Australian Study Tour
several years ago.
I am passionate about our co-operative structure and speaking for those who feel their opinion is not important or not listened to.
Always interested in understanding our business better and never afraid to ask the difficult questions or challenge the reasons our
co-operative’s business does things.
We need a good council working together for connections, accountability and guardianship.
I believe I have the skills from past roles to support this ward as your Co-operative Council member.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra as David Andrew Beuth jointly with Associated Persons (as defined in the
Financial Markets Conduct Act 2013) and hold 142,483 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
ROTORUA
Mobile: 027 332 5005
Email: beuth@xtra.co.nz
David BEUTH

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 10 - Northern Bay of Plenty4
I am proud to stand for election to represent the Northern Bay of Plenty Ward on Fonterra’s Co-operative Council.
My partner and I are owner-operators of a small family dairy farm milking 165 cows in the hills of Tauranga. We took over the
farm from my parents in 2016 and have met the challenges of dairy farming with an attitude of openness, innovation, and a
deep commitment to success. We understand firsthand the realities of running a sustainable family farming business and the
importance of strong communication and support between farmers and their Co-operative.
Outside the farm, I am the General Manager of a prominent mixed-animal veterinary practice in the Bay of Plenty, leading a team
of almost 40 team members. In this role I manage business performance, strategy, and people, developing skills that directly
translate to governance and representation — including decision-making, financial literacy, and effective communication.
For the past 20 years, I have been deeply involved in community initiatives, including extensive experience in sport coaching and
serving on not-for-profit boards. My governance background includes representing New Zealand at the International Conference
of the YWCA, an experience that strengthened my belief in collaboration and accountability.
I am standing for the Co-operative Council because I believe the strength of our Co-operative lies in the collective voice of its
farmers. I want to ensure that voice is both heard and understood. I bring a balanced perspective — one grounded in farming
experience, strengthened by business leadership, and shaped by years of community service.
I am a strong communicator who is prepared to question “why.” I value transparency, collaboration, and practical communication
between farmers and Fonterra. My goal as a Councillor is to continue to bring farmers views to the table and represent their
interests, ensuring decisions are well-informed and that every shareholder feels represented and respected.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra as a Director and 50% shareholder of Kaitiaki Whenua Farming Limited, the
company holds 43,195 Fonterra shares.
• I am also employed by a supplying shareholder of Fonterra in a separate business in the capacity of General Manager.
To the best of my knowledge and belief the disclosures set out above are full and complete.
TAURANGA
Mobile: 021 377 010
Email: janellenee@gmail.com
Janelle NEE

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 10 - Northern Bay of Plenty5
I am a proud fourth generation Dairy Farmer on our farm in Te Puke. I worked my way up through the industry in the Waikato and
Bay of Plenty starting out in a cadetship in 1986 progressing to herd manager, contract milker and 50/50 Sharemilker to finally
purchase our family farm as Owner Operator. While being fully hands-on farming I have also been involved in the wider farming
community through committee roles with New Zealand Young Farmers and as the Regional Chairman in the Waikato for Primary
ITO. Through this role I had the opportunity to become involved with Farmsafe a health and safety training organisation for the
rural community and was the Northern Regional Manager from 2003-2016.
All the way through my farming career I have watched Fonterra progress from inception. I welcome Fonterra’s renewed focus on
milk supply, farmer retention, and maintaining payout and dividend performance. A positive step to ensure future generations of
our farming families will want to supply their milk to Fonterra.
If elected in this role on the Co-operative Council, I would bring a pragmatic voice for local Bay of Plenty farmers ensuring our
co-operative remains farmer-led, competitive, and future-focused. I believe deeply in the strength of the co-operative model and
want to play my part in shaping a sustainable, profitable future for our industry and for the next generation of farmers.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I, Andrew Primrose, am a supplying shareholder & director of Acan Holdings Ltd supplying Fonterra Co-operative,
holding 108,376 Fonterra shares.
• AB Primrose Trust owns the supplying dairy farm 21385 to Fonterra Co-operative, I am a trustee of this farm, all supply
shares are held in Acan Holdings Ltd.
To the best of my knowledge and belief the disclosures set out above are full and complete.
TE PUKE
Mobile: 027 247 7283
Email: andrewp@eol.co.nz
Andrew PRIMROSE

If undelivered please return to:
The Returning Officer
Fonterra Elections 2025
PO Box 3138
Christchurch 8140
Free phone 0800 666 034
fonterra.com

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the green circle below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer, a “2” beside the name of your second
most preferred candidate, and a “3” beside the
name of your third most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank all candidates.
• You can only write one number “1”, one number
“2” and one number “3”. You must not give the
same ranking to more than one candidate.
• Do not vote with a cross “” or a tick “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
David BEUTH
Janelle NEE
Andrew PRIMROSE
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer, a “2” beside the name of your second
most preferred candidate, and a “3” beside the
name of your third most preferred candidate.
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank all candidates.
• You can only write one number “1”, one number
“2” and one number “3”. You must not give the
same ranking to more than one candidate.
• Do not vote with a cross “” or a tick “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
David BEUTH
Janelle NEE
Andrew PRIMROSE
For the Co-operative Council Election you have received two Voting Papers for each farm that you own in Ward 10.
Votes for the Co-operative Council Elections are on a per farm basis, not on milksolids production.
WARD 10 - NORTHERN BAY OF PLENTY
Election of ONE (1) Councillor
WARD 10 - NORTHERN BAY OF PLENTY
Election of ONE (1) Councillor
Voting Paper 1Voting Paper 2
Fonterra Elections 2025
Co-operative Council Election
Fonterra Elections 2025
Co-operative Council Election
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
OPTION 1: ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password –
see below.
IMPORTANT: By entering the PIN and password you warrant and
undertake that you are authorised to exercise the vote of this
shareholder.
After voting online, you do not need to submit this Voting Paper
and it can be destroyed.
PINPassword
OR
OPTION 2: POSTAL VOTING
Post the completed “Voting Paper” to the Returning Officer in the
freepost reply envelope provided.
It is recommended that you post your Voting Paper no later than
Wednesday, 3 December 2025 so that it reaches the Returning
Officer before the close of voting.
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
OPTION 1: ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password –
see below.
IMPORTANT: By entering the PIN and password you warrant and
undertake that you are authorised to exercise the vote of this
shareholder.
After voting online, you do not need to submit this Voting Paper
and it can be destroyed.
PINPassword
OR
OPTION 2: POSTAL VOTING
Post the completed “Voting Paper” to the Returning Officer in the
freepost reply envelope provided.
It is recommended that you post your Voting Paper no later than
Wednesday, 3 December 2025 so that it reaches the Returning
Officer before the close of voting.
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT: 10.30AM ON TUESDAY, 9 DECEMBER 2025VOTING CLOSES AT: 10.30AM ON TUESDAY, 9 DECEMBER 2025

---

WARD 11 - EASTERN BAY OF PLENTY
Candidate Profiles
Fonterra Elections 2025
Co-operative Council

Contents
KEY INFORMATION – 2025 ELECTION 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 1
THE ROLE OF COUNCIL 2
ZAC BROWN 3
TOM HOUSTON 4
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 400 words (excluding
the Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may
include shares held by third parties in which candidates have a relevant interest
as defined by the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet
points) has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept
no responsibility for the content, or accuracy of the content, contained in
Statements supplied by candidates.
Warwick Lampp, Returning Officer – 2025 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 11 - Eastern Bay of Plenty1
Ward 11 - Eastern Bay of Plenty
There are two candidates – Zac Brown and Tom Houston.
Votes may be cast via post or online and must be received by
10.30am on Tuesday, 9 December 2025.
Voting entitlement
Voting for Co-operative Councillors is on the basis of two
votes per shareholder who is entitled to vote in a Ward
election. Both votes may be used by the shareholder, or one
may be given to a sharemilker. Votes are not weighted by
milksolids production.
Voting system
The Co-operative Council elections are held on a Ward basis
using Single Transferable Voting.
The key capabilities required to successfully fulfil a Councillor’s representation role are:
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• An understanding of Fonterra’s business.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of and empathy with the Co-operative.
• An understanding of the key drivers of wealth - milk price and profit.
• Business acumen - financial literacy and ability to think strategically.
• Communication skills (including presentation/public speaking capability).
• Interpersonal skills (approachable nature, empathy with fellow farmers).
• Time available to undertake a Councillor’s responsibilities.
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.
A Co-operative Councillor is also expected to be willing to continually develop their capabilities around business understanding,
communication and interpersonal skills, and teamwork.
Councillors are expected to commit an average of one day per week to their role.
Lost or damaged Voting Papers
Replacement Voting Papers are available to shareholders who
did not receive their Voting Paper or spoil or damage it. These
are available from the Returning Officer until the close of
voting at 10.30am on Tuesday, 9 December 2025.
Replacement Voting Papers will be posted directly to
shareholders. They cannot be collected by candidates or their
assistants for distribution to shareholders.
Completed Voting Papers must be received by the Returning
Officer by 10.30am on Tuesday, 9 December 2025.
Key information – 2025 election
Key qualities and capabilities of a Councillor

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 11 - Eastern Bay of Plenty2
Council’s role, functions and powers are set out in Fonterra’s
Constitution.
Council’s role is to support shareholders’ democratic control
of their Co-operative and to actively represent and seek to
protect members’ interests as owners, investors, suppliers and
members of the Fonterra Co-operative community.
Council’s functions, and the activities undertaken to perform
them, can be summarised under three main themes:
Connection, Accountability and Guardianship.
Connection
• Council seeks to foster Co-operative members’
engagement with Fonterra
• Engagement activities within each Ward aim to build a
comprehensive understanding of members’ interests,
needs, views and expectations and to provide members
with regular feedback on Council’s representation of these
to the Board
• Councillors receive calls and emails from members and
hold Ward meetings, and may be asked to represent
Council at field days and other events
• Councillors are expected to report in a timely manner on
the feedback and themes they hear
• Council arranges educational programmes for members,
such as the Understanding Your Co-operative Programme
and Beyond the Farm Gate events (which Councillors host)
and the Governance Development Programme.
Accountability
• Council seeks to ensure Co-operative members are fully
informed about their Co-operative’s performance
• Councillors meet with the Board at least four times each
financial year to seek explanation on how well recent
performance is meeting members’ expectations, whether
Fonterra is ‘on-track’ for meeting its strategic objectives,
and what new and/or emerging challenges Fonterra is
facing and addressing
• Council seeks to hold the Board to account by seeking
from the Board explanation of and responsibility for
Fonterra’s strategy and performance
• Councillors refer to publicly available information and
Council commissions external advisors to provide
independent analysis
• Council regularly submits questions to the Board
• Council regularly and transparently reports back to
members on its engagements with the Board.
Guardianship
• Along with the Board, Council acts as the guardian of the
Co-operative Philosophy, as expressed in the Co-operative
Principles, Purpose Statement and Values
• Council is also the primary channel for consultation when
Fonterra is considering policy or operational changes that
may affect members
• Council advocates publicly on members’ collective behalf
on matters relating directly to members’ interests in the
Co-operative
• Council also:
• manages the Director election process in consultation
with the Board
• appoints the Milk Commissioner
• consults with the Board in relation to the operation of
the Fonterra Shareholders’ Market and the Fonterra
Shareholders’ Fund
• consults with the Board in relation to any changes to
the Milk Price Manual and Principles
• has four Councillor observers attend meetings of the
Board’s Co-operative Relations Committee.
• Council has the power to:
• consider and, in consultation with the Board, propose
to shareholders changes to the Constitution
• recommend the commissioning of a special report on
specific projects or activities
• call a special meeting of shareholders, in certain
circumstances.
In carrying out its representation role Council represents
the interests of all members of the Co-operative, being
shareholders supplying milk to the Co-operative, their
sharemilkers and contract milkers, and other persons
supplying milk to the Co-operative in New Zealand under
standard terms and conditions of supply.
Each Councillor is assigned to one of three committees -
Connection, Accountability or Guardianship. However all
Councillors are expected to participate fully in all Council
activities.
The Role of Council

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 11 - Eastern Bay of Plenty3
My name is Geoffrey Brown, known as Zac. Along with my wife Nanette we are shareholders in companies that farm 3,000 cows
in the Opotiki area, which we have been involved in for 45 years. We have five adult children who are all involved in industries
outside of farming.
My governance journey started with a position on the board of trustees of the local school which our children attended for
14 years, including a number of years serving as Chairperson. Alongside this I was on the board of Opotiki Veterinary Inc, and was
a supplier representative for the Opotiki area when Fonterra was formed. I am now on the Board of Directors of Riverlock Group
Holdings and subsidiary companies that have interests in agriculture, horticulture and post-harvest facilities.
I am an honest hard-working person that values the co-operative principles of Fonterra: that every shareholder has a voice no
matter how big or small their holding is, that Fonterra delivers high value to its shareholders, that the information flow between
the grassroots of farming and the management of Fonterra is a critical part of our business, and that if hard questions need to be
asked they are.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra as a Director and Shareholder across three Farms 22569, 22583, 22584 under
Riverlock Land and Property Limited which holds 1,080,846 Fonterra shares of which I hold 20.64%.
To the best of my knowledge and belief the disclosures set out above are full and complete.
OPOTIKI
Mobile: 027 277 6628
Email: zac.brown@riverlock.co.nz
Zac BROWN

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 11 - Eastern Bay of Plenty4
Tēnā kotou,
I am currently farming near Ōhiwa Harbour in the heart of Ward 11. I am currently a 50:50 sharemilker on my parents’ farm. While
I grew up on dairy farms, I chose to opt for a different path in electrical engineering, before my parents managed to draw my
attention back to farming in 2018.
Since returning to the Eastern Bay, I have pushed myself to build an efficient, profitable and high quality farm system. Bringing
together my attention to detail and the traditional farming values of my family.
Even milking just 150 cows still brings plenty of challenges and I am proud of the progress our farm business has made. Dairy
farming definitely requires a wide skill set, which is part of what keeps me driven and interested in the sector.
Together with my partner, we hope to grow our farming business in the future and for me, I hope to broaden my knowledge of our
Co-op and contribute as best I can to the future of the Co-op.
I feel I have the passion and ambition to provide meaningful support and a strong voice for all farmers across Ward 11. I have a keen
interest in the direction and strategy of the Co-op and have seen some major changes occur even in my short career. I strongly
believe in the Co-op model and see it as the best path forward for the future.
We are farming in a volatile climate. Both economically and physically. I think having strong communication between shareholders
and Fonterra leadership will be of major importance. Being a day to day farmer I can relate to how leadership decisions could
affect on-farm realities. I am a current member of Future Farmers NZ and active in attending local meetings and events. I have
previously entered the dairy industry awards and placed third in both the manager and share farmer categories. I am committed to
continuing a strong legacy for our Co-op and shareholders.
I believe in the future of New Zealand dairy and in the power of our Co-operative to lead it. If elected, I will work hard to represent
the farmers of Ward 11 with integrity, fairness, and a strong focus on sustainability and connection.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I supply milk as a secondary shareholder of Fonterra Co-operative Group Limited through Houston Energy Limited, for
supply number 22470, which holds 1,000 shares in my name.
• I am in a 50:50 sharemilking agreement with my parents, Jim and Gill Houston, who are also supplying shareholders of
Fonterra.
• I am a benefactor of the Houston Family Trust, which holds 139,375 Fonterra shares.
• I have no other business, investment, or financial relationships with the Fonterra Group, or with any entity that transacts
with or competes against it.
To the best of my knowledge and belief the disclosures set out above are full and complete.
OPOTIKI
Mobile: 027 774 6429
Email: tom@cheddarvalleyfarm.co.nz
Tom HOUSTON

Fonterra Elections 2025 - Co-operative Council Candidate Profiles - Ward 11 - Eastern Bay of Plenty5
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
19
20
21
22
23
24
25
1
Northern Northland
2
Central Northland
3
Southern Northland
4
Waikato West
5
Hauraki
6
Piako
7
Waipa
8
South Waikato
9
King Country
10
Northern Bay of Plenty
11
Eastern Bay of Plenty
12
Central Plateau
13
Central Taranaki
14
Coastal Taranaki
15
Southern Taranaki
16
Central Districts West
17
Hawke’s Bay
18
Wairarapa
19
Tasman / Marlborough
20
North Canterbury
21
Central Canterbury
22
South Canterbury
23
Otago
24
Eastern Southland
25
Western Southland
Wards going to election in 2025
Council Wards

If undelivered please return to:
The Returning Officer
Fonterra Elections 2025
PO Box 3138
Christchurch 8140
Free phone 0800 666 034
fonterra.com

You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the green circle below.
I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper 2
to my sharemilker to complete.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate..
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2”. You must not give the same ranking
to more than one candidate.
• Do not vote with a cross “” or a tick “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Zac BROWN
Tom HOUSTON
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote for
in your order of preference by clearly writing a
“1” beside the name of the candidate you most
prefer and a “2” beside the name of your second
most preferred candidate..
• You can rank as many or as few candidates as you
wish, though your vote is most effective if you
rank both candidates.
• You can only write one number “1” and one
number “2”. You must not give the same ranking
to more than one candidate.
• Do not vote with a cross “” or a tick “”.
• If you make a mistake, cross it out and write the
correct number next to it.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Zac BROWN
Tom HOUSTON
For the Co-operative Council Election you have received two Voting Papers for each farm that you own in Ward 11.
Votes for the Co-operative Council Elections are on a per farm basis, not on milksolids production.
WARD 11 - EASTERN BAY OF PLENTY
Election of ONE (1) Councillor
WARD 11 - EASTERN BAY OF PLENTY
Election of ONE (1) Councillor
Voting Paper 1Voting Paper 2
Fonterra Elections 2025
Co-operative Council Election
Fonterra Elections 2025
Co-operative Council Election
YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:YOU CAN VOTE IN ONE OF THE FOLLOWING WAYS:
OPTION 1: ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password –
see below.
IMPORTANT: By entering the PIN and password you warrant and
undertake that you are authorised to exercise the vote of this
shareholder.
After voting online, you do not need to submit this Voting Paper
and it can be destroyed.
PINPassword
OR
OPTION 2: POSTAL VOTING
Post the completed “Voting Paper” to the Returning Officer in the
freepost reply envelope provided.
It is recommended that you post your Voting Paper no later than
Wednesday, 3 December 2025 so that it reaches the Returning
Officer before the close of voting.
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
OPTION 1: ONLINE VOTING
Electronically via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and password –
see below.
IMPORTANT: By entering the PIN and password you warrant and
undertake that you are authorised to exercise the vote of this
shareholder.
After voting online, you do not need to submit this Voting Paper
and it can be destroyed.
PINPassword
OR
OPTION 2: POSTAL VOTING
Post the completed “Voting Paper” to the Returning Officer in the
freepost reply envelope provided.
It is recommended that you post your Voting Paper no later than
Wednesday, 3 December 2025 so that it reaches the Returning
Officer before the close of voting.
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
VOTING CLOSES AT: 10.30AM ON TUESDAY, 9 DECEMBER 2025VOTING CLOSES AT: 10.30AM ON TUESDAY, 9 DECEMBER 2025