Fonterra Shareholders’ Fund 2025 Annual Meeting materials

15 December 2025
Fonterra
Shareholders’ Fund
2025
Annual Meeting

Welcome and introduction
MJ Daly
FSF Chair
01

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3

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4

Agenda
01020304050607
MJ
Daly
MJ
Daly
Peter
McBride
Miles
Hurrell
MJ
Daly
MJ
Daly
MJ
Daly
Welcome /
Introduction
FSF Mgmt.
Company
Chair’s
address
Fonterra
Chair’s
address
Fonterra
CEO address
QuestionsResolution
to re-elect
Carlie Eve
General
Business
5

Fonterra Shareholders’ Fund
Fonterra Team
MJ Daly (Chair)Alastair Hercus
Carlie Eve
John NichollsAndy Macfarlane
Peter McBrideMiles HurrellRichard WhitemanJackie Floyd
Board of Directors
6

FSF Management Company
Chair’s address
MJ Daly
FSF Chair
02

FSF Management Company Chair's address
Continued strong performance in 2025
Note: For the year ended 31 July 2025.
1.Normalised basis. Excludes amounts attributable to non-controlling interests.
Continuing operations’
operating profit
Earnings per share
1
Total cash
distribution
$1.44 billion71 cents$0.57 per unit
 from $1.25bNo change from 55c
8

Total Shareholder Return
Note: Total Shareholder Return (TSR) is calculated from value weighted average traded prices for the period 13 December 2024 to 12 December 2025.
9
•FSF Total Shareholder Return (TSR) since December 2024 is 68%
•Comparatively, FCG and the S&P NZX50 Index TSR for the same period are 50% and 5%, respectively
(20)%
(10)%
0%
10%
20%
30%
40%
50%
60%
70%
80%
Dec 24Jan 25Jan 25Feb 25Mar 25Apr 25May 25May 25Jun 25Jul 25Aug 25Sept 25Sept 25Oct 25Nov 25Dec 25
FSFFCGNZX50

Unit register analysis
Note: Register data is as at 30 November.
7%
10%
16%
67%
7%
9%
18%
66%
9%
7%
20%
64%
Private Wealth
Management
Farmer
Shareholder
InstitutionRetail
202320242025
4%
1%
7%
88%
4%
1%
7%
88%
6%
2%
5%
87%
OtherUnited StatesAustraliaNew Zealand
202320242025
Investor TypeInvestor Location
•Continued increase of Institutions and private wealth holders
•Beneficial shift to private wealth and institutions
•Expected reduction in units held in Australia, subsequent to ASX delisting
10

Units on Issue¹
107 million
no change
Fund Market Capitalisation¹
$886 million
$322m
Fonterra Market Capitalisation¹
$9.6 billion
$2.6b
Fund Size¹
,
²
6.7%
no change
Unit Price 12-month High/Low³
$8.40 (14 Oct 25) / $4.76 (15 Jan 25)
Key Fund statistics
1.At 12 December 2025, relative to 12 December 2024.
2.Fonterra Shareholders’ Fund units on issue as a percentage of Fonterra Co-operative Group shares on issue.
3.12-month period, 13 December 2024 – 12 December 2025.
11

Fonterra
Chair’s address
Peter McBride
Fonterra Chair
03

A milestone year for Fonterra
Total cash returns to
shareholders
$16,200m
 30% on last year
Farmgate Milk Price
$10.16
 from $7.83
Return on capital
10.9%
 from 9.9% tax adjusted
 from 11.3% unadjusted
Normalised
earnings per share
71cents
 from 58c tax adjusted
no change adjusted

Divestment update
•88.47% of total farmer votes cast in support of the
recommendation to divest (more than 80%
participation by kgMS)
•Lactalis has received approval from the Overseas
Investment Office in New Zealand
14
Purchase Price
$4.22b
Targeted Tax-Free Capital Return
$2.00per share
Shareholder Vote
19 Feb
Recent progress:
•The capital return requires approval by at least 75% of
the votes cast on the resolution at a Special Meeting,
planned for19Febnext year.
•A record date for the capital return has not yet been set.
We will share the record date when it is confirmed.
•Continuing work to secure last regulatory approvals and
to separate Mainland Group from Fonterra.
What’s next?

6.6%
6.8%
12.4%
11.3%
10.9%
11.6%
12.0%
2021202220232024202520252028
Target
12.5%
13.2%
13.6%
15
Return on Capital
Excluding Mainland
Impact of tax change
A more efficient use of capital
•FY25 return on capital
of 10.9%
•above 5-year average
•within long-term
target range
•Tax change impact was 1.6
percentage points in FY25
•Targeting upper end of
10-12% strategic target range

Fonterra
CEO’s address
Miles Hurrell
Fonterra CEO
04

Results at a glance
Reported
profit after tax
$1,079m
 from 1,128m
Reported
operating profit
$1,732m
 from 1,527m
Return on capital
10.9%
Dividend
57cents imputed
 from 55c unimputed
17
Normalised
earnings per share
71cents
Farmgate Milk Price
$10.16
 from $7.83
Reported
earnings per share
65cents
 from 67c
 from 9.9% tax adjusted
 from 11.3% unadjusted
 from 58c tax adjusted
no change unadjusted

46%
47%
44%
43%
33%
33%
34%
33%
13%13%
14%
16%
8%
7%
8%
8%
2022202320242025
Milk PriceAdvanced & SpecialtyFoodserviceConsumer
18
Channel performance
5%
5%
5%
5%
15%
32%
16%
19%
6%
16%
20%
12%
(0%)
(4%)
7%
9%
Channel allocation of milk solids
79%
80%
78%
76%
•Ingredients generates the Farmgate
Milk Price and, alongside
Foodservice, contributes majority of
Co-op’s earnings
•Divestment of Mainland will allow
Fonterra to focus on what it does
best – being a B2B provider of dairy
to the world
•Farmers’ capital invested into the
consumer business, comes at the
expense of options for our
Ingredients and Foodservice
businesses
Return on Capital
Advanced & Specialty
Foodservice
Consumer
Milk Price
Ingredients

19
A significant and diverse B2B presence globally post divestment
China
EMPLOYEES (FTE)
620
Rest of
Asia Pacific
EMPLOYEES (FTE)
320
New Zealand
EMPLOYEES (FTE)
10,620
MANUFACTURING SITES
24
Americas
EMPLOYEES (FTE)
100
Markets we export toRevenue
Employees
~11,850
Revenue (NZD)
~24b
$7
billion
$3
billion
$3
billion
$3
billion
Rest of AMENA
EMPLOYEES (FTE)
40
Europe
EMPLOYEES (FTE)
150
MANUFACTURING SITES
1
$1
billion
$7
billion

20
Investing to support strategy
Whareroa expansion
FIRST STAGE COMPLETED
•8 new cool stores increasing
storage capacity by 5,000 MT,
enabling storage of up to 26,000
MT of cheese
Early 2026
Edendale expansion
COMPLETED
•$150m investment in new UHT plant
•Unlocking up to 20m kgMS additional UHT
cream processing capacity
FY26 includes a strong pipeline of investments continuing to unlock capacity for higher margin products
Studholme expansion
COMPLETED
•$75m investment into
high-value proteins
MayAugust
Whareroa expansion
FINAL STAGE COMPLETED
20262027
Clandeboye expansion
BEGINS
•$75 million in expanding
butter production capacity
Clandeboye expansion
COMPLETED
Milkfat processing expansion
BEGINS
•Adding value to milkfat through butter
and cream cheese investments
•Pastry butter sheet capacity expansion
to support Foodservice growth

OUTCOMES
TARGETS&POLICYSETTINGSFY19-24AVERAGE
Strong
Shareholder
returns
Stable
balancesheet
Enduring
Co-op
10-12%
8.2%
Returnoncapital
1
60-80%
62%
Dividendpolicy
Capitalinvestment
requirements
$660m
Emissionsreduction
by2030
2
AbsoluteScope1&2 Energy
& IndustrialGHG emissions
Scope1andScope3FLAGGHG
emissions intensity from dairy
3
50.4%
30.0%
Gearingratio
30-40%
38%
DebttoEBITDA
< 3x
~$1+billionperannum
inEssential,Sustainability,Growth
2.7x
GuidedbyResourceAllocationFramework
Capitaldistributions
1.AverageReturnonCapitalFY24-30
2.FromanFY18baseyear
3.Forest, Land and Agricultural emissions pertonneoffat-and-protein-correctedmilk
Delivering on strategy targets

FY26 Outlook & Priorities
FY26 Priorities
•Completing Mainland Group divestment and
capital return to shareholders and unit holders
•New manufacturing capacity
•Edendale UHT cream and Studholme
proteins completed
•Clandeboye butter expansion begins
•Go-live of the new ERP system at first sites
* Continuing operations
22
Forecast Farmgate Milk Price
$9.00-$10.00
per kgMS
FY26 forecast earnings¹
45-65
cents per share
1. Earnings forecast is for continuing operations
FY26 Outlook
•Global supply up, with stronger milk flows in New
Zealand, Europe and North and South America
•Increased forecast milk collections for the season
to 1,545 million kgMS
•Near term demand mixed in China, remains strong
for high-fat products but softer for milk powders

Questions
05

Resolution and voting
06

Resolution 1:
Re-election of Carlie Eve

Resolution 1
To re-elect Carlie Eve, who retires by rotation, and stands
for re-election as a director of the Manager of theFund

Proxy Voting
As at 9am Saturday 13 December 2025
0.5%
AGAINST
12.1%
Non-Board
87.4%
FOR
15.7m units0.1m units2.2m units
3.3%
8.9%
Board
DISCRETIONARY
Resolution 1

15 December 2025
Fonterra
Shareholders’ Fund
2025
Annual Meeting

Voting
•In respect of the resolution, please tick the “for”, “against” or “abstain” box.
•Once you have completed your voting, please place your vote in a ballot box.
•Please raise your hand if you require a pen.
•Results will be announced to the NZX as soon as they areavailable.
29

15 December 2025
Fonterra
Shareholders’ Fund
2025
Annual Meeting

General Business
07

Thank you,
meeting closed

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FONTERRA SHAREHOLDERS’ FUND 2025 ANNUAL MEETING
15 DECEMBER 2025
FSF CHAIR’S ADDRESS

It has been another great year for Fonterra, delivering a third consecutive year of strong profit.
Fonterra’s normalised continuing operations’ operating profit was $1.4 billion, and normalised
earnings per share came in at 71 cents per share.
Based on the strong result, Fonterra declared a total dividend of 57 cents per share which
flows through to unit holders as a distribution of 57 cents per unit.
This was made up of an interim distribution of 22 cents per unit and a final distribution of 35
cents per unit.
In addition to the strong operating performance, the progress on the Consumer divestment
has also positively impacted the Fund’s performance.
In October, Fonterra shareholders voted in favour of the divestment of the Consumer business
for $4.22 billion to Lactalis
Fonterra is targeting a tax-free capital return of $2 per share to shareholders and unit holders
with a timeline of its distribution still to be confirmed.
Peter and Miles will speak further to Fonterra’s operational performance and divestment in
their presentations.
Before I move on to discuss the Fund’s performance in more detail it is important to
acknowledge the role of the Board of FSF Management Company.
The Board has statutory responsibilities for the activities of the Management Company and
the Fund. These include monitoring compliance with regulatory requirements and ensuring
that unit holders’ interests are managed and protected in accordance with the constituent
documents that relate to the Fund.
Directors of the Fund have no role in the governance or operation of Fonterra.
Although we have no decision-making role in these areas, we do consider it important to
actively represent the interests and views of unit holders to Fonterra, and we do that.
The Board has discussed and engaged where appropriate with Fonterra management on the
divestment of the Consumer business and its implications for the Fund and unit holders.
We have also continued to hold regular education sessions on areas of particular interest.
This provides more transparency on activities within Fonterra and the markets in which
Fonterra operates. Helping to further building our understanding of the key drivers that can
impact the performance of the Fund.
As mentioned, Fonterra’s strong performance, and progress on the divestment of its
Consumer business is reflected in the total shareholder returns for the 12-months of 68%.
Contributing to the 68% is 300 cents in unit price appreciation and 57 cents in distributions.
Over the same period, FCG and the S&P NZX50 Index returned 50% and 5%, respectively.

It is pleasing to see the strength of cash distributions over the past couple of years, and based
on the 2026 Quarter 1 results released a fortnight ago, Fonterra is well positioned for another
solid performance.
Looking at the composition of the register, there continues to be a healthy shift from retail
investors and supplying Fonterra farmers to private wealth and institutions.
The drop off in units held by supplying farmers is an ongoing trend reflecting Fonterra Co-
operative shares can no longer flow through to the Fund under Fonterra’s capital structure.
Of the 65% or 70 million units held by retail investors, just under 30 million are held by former
supplying farmers. When combined with the nearly 7 million units held by supplying farmer
shareholders, around 30% of the Fund is held by current or former supplying farmers. This is
a material decrease on the prior year where roughly 40% of the Fund was held by this group
and roughly half the year before.
The Fund Board are pleased to see this improving spread of ownership type, which supports
liquidity through different investment horizons and trading behaviours.
Not unexpected is the slight reduction in units held geographically in Australia, a reflection of
delisting FSF from the ASX at the start of the year.
Lastly from me, I will briefly touch on some of the key Fund statistics.
The cap on the Fund is a permanent feature of the capital structure and there has been no
change in the 107 million units on issue.
Fonterra’s market capitalisation is up $2.6 billion to $9.6 billion, and the Fund’s market
capitalisation is $886 million, up $322 million.
The Fund’s increase in market capitalisation is due to an increase in the unit price, from $5.25
this time last year to a closing unit price of $8.25 last Friday.
The Fund size as a percentage of the total Fonterra shares remains unchanged year-on-year
at 6.7% due to there being no buyback of Fonterra shares over the last year.

---

FONTERRA SHAREHOLDERS’ FUND 2025 ANNUAL MEETING
15 DECEMBER 2025
FONTERRA CHAIR’S ADDRESS

Good morning everyone.
2025 was a milestone year for Fonterra.
The team was proud to put up another year of consistent strong financial performance where
we met our commitments to farmers and shareholders. Back-to-back years of a combined
strong milk price and a respectable dividend is something that often eluded us in the past.
Our final Farmgate Milk Price of $10.16 per kgMS exceeded opening expectations and our
topline earnings performance of 71 cents per share was near the top end of our guidance
range.
The Co-op delivered a return on capital of 10.9%, also largely consistent with last year and in
line with the target average range of 10-12%.
Overall, Fonterra delivered $16.2 billion in total cash returns to shareholders, up more than
30% on last year.
At the same time, Fonterra has made considerable progress on strategy, announcing
significant investments in our Foodservice capacity, supply chain network, and new
partnerships with two major customers that acknowledge farmers’ efforts to reduce on-farm
emissions through financial incentives.
The decision to divest the Co-op’s global Consumer and associated businesses, Mainland
Group, to Lactalis for $4.22 billion was another key milestone.
It was great to see just over 80% participation in that vote. Combined with the more than 88%
of the total farmer votes cast in support of the recommendation, this represents a strong
mandate from farmers.
We’re continuing to work away in the background to secure the last regulatory approvals and
to separate the Mainland Group business from Fonterra.
Some of the regulatory approvals required have been obtained, including approval from the
Overseas Investment Office in New Zealand, which Lactalis confirmed they received last
week. Other regulatory approvals are still pending.
Subject to these steps being achieved, we still expect the transaction to complete in the first
half of the 2026 calendar year, and we are still targeting a tax-free capital return of $2 per
share to shareholders and unit holders once the sale is complete.
The capital return requires approval by at least 75% of the votes cast on the resolution at a
Special Meeting, which we are planning for 19 February next year.
A record date for the capital return has not yet been set, but it will be close to the time
payment is made. We will share the record date when it is confirmed.
The divestment of Mainland Group is our last significant asset sale and signals the end of our
structural changes to focus and re-shape the Co-op toward our comparative advantages.

What this means is a more capital-efficient Co-op with the ability to invest further in up-stream
value add opportunities in our speciality ingredients and foodservice businesses.
The foundational work is underway. You see that with the manufacturing and supply chain
investments announced this year. They have us well positioned to service the demand that
our sales teams are driving in-market.
What you can expect from us in 2026 and the years that follow can be boiled-down into two
things:
A continued focus on getting the basics right. In particular we will be working hard on tighter
cost management, reducing our cost of quality and improving our manufacturing efficiency.
And second, a renewed focus on sustainable growth and new opportunities in our ingredients
and foodservice businesses. You will see the Co-op continuing to invest further up the value
chain. Those investments will be within regional New Zealand, where our contribution to local
communities will remain significant.
With the Co-op’s foundations well set and our risk appetite better aligned to an
intergenerational farming business, it’s time to put more energy into going after growth
opportunities in our speciality ingredients and foodservice businesses.
Thank you.

---

FONTERRA SHAREHOLDERS’ FUND 2025 ANNUAL MEETING
15 DECEMBER 2025
FONTERRA CEO’S ADDRESS

Thank you.
And thank you to those who have travelled to be with us here in person and greetings to those
joining us online.
Today I’ll cover Fonterra’s performance for FY25 and then our plans for the years ahead as
we implement our strategy.
Looking first at FY25, I’m pleased to say we maintained the momentum in our performance
that we’ve built over the last few years.
We ended the 2024/25 season with a final Farmgate Milk Price of $10.16 per kgMS.
And our full year dividend was 57 cents per share, fully imputed.
Looking more closely at the drivers, our operating profit increased 13% to 1.7 billion dollars.
And reported profit after tax was 1.1 billion dollars, equivalent to earnings per share of 65
cents.
When excluding the costs associated with the Consumer divestment, our normalised earnings
per share were 71 cents.
That strong operating profit generated significant cash, allowing us to pay dividends at the
upper end of our policy range.
This performance was driven by a lift in all parts of our business.
Ingredients had improved margins and product mix, and Foodservice saw volume growth in
UHT cream, butter and mozzarella.
In FY25 we allocated 76% of milk solids to the Ingredients channel.
Around 55% of those solids informed the Milk Price, which receives an average regulated
return of around 5%.
The other 45% of solids in that channel have been allocated to Advanced and Specialty
Ingredients products.
These products generate a much higher return on capital - around 19% in FY25.
We allocated 16% of milk solids to the Foodservice channel, which delivered a return on
capital of 12%.
The remaining 8% of solids were allocated to the Consumer channel, which delivered a 9%
return on capital in FY25.
This was above the Consumer channel’s historical average return.
Ultimately, this is the rationale for divesting Mainland Group.

We can return capital to you and earn a better return for our shareholders’ milk and invested
capital, which ultimately flows back you as cash distributions from the Fund.
As you’re aware, during FY25, we pursued a dual-track divestment process for Mainland
Group.
This culminated in a proposal to sell the business to Lactalis for $4.22 billion.
Shareholders voted in October to approve the divestment, giving us a strong mandate to
progress with our strategy to be a global B2B dairy provider.
I’m excited by the potential the divestment unlocks for Fonterra.
We will still have global reach and scale, operating in more than 100 markets including North
America, Greater China, Europe and Asia.
Our Ingredients brand NZMP and Foodservice brand Anchor Food Professionals are both
world leading.
They are recognised by customers for their New Zealand provenance and as the source of
high-quality, innovative products.
We maintain a significant presence here in New Zealand, with 24 manufacturing sites, a
network of Farm Source retail stores, and our Fonterra offices.
We’re positioning the Co-op to deliver further value through our global Foodservice and
Ingredients businesses.
To support this, we’re continuing to invest in new manufacturing capacity to meet growing
demand for our high-value products.
During FY25, we started construction on an advanced protein hub at Studholme and new UHT
cream capacity at Edendale.
Products from these sites are expected to come online in the 2026 calendar year.
Looking ahead, we have plans to invest up to 1 billion dollars in further projects to grow value
and drive operational efficiencies.
We announced in October a $75 million investment in expanding butter capacity at
Clandeboye.
I look forward to sharing details of further projects as they are confirmed.
We know that we can deliver greater value for investors through focused execution of our
strategy.
Our strategy is designed to drive a performance lift in our Ingredients and Foodservice
businesses.
In September this year we shared information on the financial shape of the Co-op post-
divestment, including targets out to FY28.
The strength of our strategy gives us the confidence to target earnings being back to FY25
levels by FY28, offsetting the Mainland Group divestment.

We are also targeting a return on capital at the upper end of our 10-12% target, which is
above the level the Co-op delivers today.
Essentially, post-divestment we will be a more focused business, with a lower cost base,
delivering a better return to our farmer shareholders and unit holders.
Looking at the year ahead, our forecast Farmgate Milk Price for the 2025/26 season is $9.00 -
$10.00 per kgMS, with a midpoint of $9.50.
While this is a reduction on our earlier forecast midpoint of $10.00 per kgMS, it remains in the
middle of the $8.00 - $11.00 forecast range we opened the season with.
As shared, an increase in global milk production has put downward pressure on global
commodity prices.
Here in New Zealand, milk production is up.
At the same time, milk production is up in the US, Latin America and Europe, meaning global
supply is now outstripping global demand.
Despite that, we’re continuing to see good demand for our products from customers who
value our unique offering.
Our forecast earnings for FY26 are 45-65 cents per share for continuing operations.
At all times, our priority is maximising returns on the milk we collect through both the
Farmgate Milk Price and earnings.
We do this by building strong relationships with customers, utilising price risk management
tools when we face volatility, and optimising our product mix towards higher value products.
We are firmly focused on strategic delivery in FY26 and meeting the commitments we’ve
made to our farmer shareholders and you as unit holders.
Thank you.