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Northington Partners Independent Report

Independent Adviser Report14 May 2026FCGConsumer Staples

15 May 2026

Northington Partners Independent Report



The attached independent report, prepared by Northington Partners at the request of the Fonterra

Co-operative Council (on behalf of Fonterra), for the purposes of s109LA of the Dairy Industry

Restructuring Act 2001, has been provided to shareholders by the Fonterra Co-operative Council.



ENDS



For further information contact:


Anya Wicks

Company Secretary

Phone: +64 21 283 0945

---

Review of 1H26 Performance
Fonterra Co-operative Group

May 2026

Review of 1H26 Performance |
2

Important Notice

Declarations

This report is dated 12 May 2026 and has been prepared by Northington Partners at the request of

the Fonterra Co-operative Council (“

FCC”) on behalf of Fonterra Co-operative Group Limited

(“

Fonterra”) for the purposes of s109LA of the Dairy Industry Restructuring Act 2001. The report is

intended to provide Fonterra shareholders and unitholders with an independent review of Fonterra’s

performance for 1H26.

The analysis and views expressed in this report have been prepared independently of Fonterra and

FCC by Northington Partners. Fonterra has not provided any input into the content of this report and

provides no warranty or assurance as to the accuracy, adequacy or completeness of the information

in it. Fonterra does not accept or assume any duty, responsibility or liability to any party (including,

without limitation, in negligence) in connection with this report.

Qualifications

Northington Partners provides an independent corporate advisory service to companies operating

throughout New Zealand. The company specialises in corporate advisory, mergers and acquisitions,

capital raising support, expert opinions, financial instrument valuations, and business and share

valuations. Northington Partners is retained by a mix of publicly listed companies, substantial

privately held companies, and state-owned enterprises.

The individuals responsible for preparing this report are Greg Anderson B.Com, M.Com (Hons), Ph.D,

Jonathan Burke B.Com (Hons), Mathew Rooza B.Com, CPA and Maia Trevelyan B.Com. The

Northington Partners’ team has a wealth of experience in providing independent corporate finance

advice to a wide range of clients.

Disclaimer and Restrictions on the Scope of our Work

In preparing this report, Northington Partners has relied on publicly available information, unless

stated otherwise. Northington Partners has not performed anything in the nature of an audit of that

information, and does not express any opinion on the reliability, accuracy or completeness of the

information provided to us and upon which we have relied.

Northington Partners has used the provided information on the basis that it is true and accurate in

material respects and not misleading by reason of omission or otherwise. Accordingly, neither

Northington Partners nor its Directors, employees or agents, accept any responsibility or liability for

any such information being inaccurate, incomplete, unreliable or not soundly based or for any errors

in the analysis, statements and opinions provided in this report resulting directly or indirectly from any

such circumstances or from any assumptions upon which this report is based proving unjustified.

We reserve the right, but will be under no obligation, to review or amend our report if any additional

information which was in existence on the date of this report was not brought to our attention, or

subsequently comes to light.

To the maximum extent permitted by law, Northington Partners, its affiliates, directors, officers and

employees will not be liable for any loss or damage arising as a result of reliance being placed on any

of the information contained in this report.

Review of 1H26 Performance |
1H26 Highlights

Strong earnings

performance

sustained

–Compared to 1H25, reported EBIT from pro forma continuing operations increased by $20m in 1H26 (+2%) to $932m. This was driven by favourable product mix and

resilient global demand for high value dairy Ingredients and Foodservice products, partially offset by ERP system build costs and an increase in other costs such as energy

and freight.

–Fonterra has declared a fully imputed interim dividend of 24 cents per share (22 cents in 1H25) as well as a 16 cents special Mainland dividend (representing 100% of the

estimated FY26 profits for the 8 months that Mainland Group has been under Fonterra’s ownership). Both the interim and special dividends (totalling 40 cents per share)

were paid on 14 April.

Reduced

performance in

Ingredients more

than offset by

improved

Foodservice

performance

–Ingredients EBIT from pro forma continuing operations (as if the Mainland Group divestment had already happened) was down $180m (-26%) to $560m compared to the

same period last year. Conversely, Foodservice EBIT from pro forma continuing operations was up $200m (+116%) to $372m.

–The value of protein and fat within the milk price is a key contributor to the relative earnings contributions from both channels. A greater share of the milk price cost uplift

witnessed in 1H26 was attributable to protein-based Reference Products (up ~42%) relative to flat prices for fat-based products (AMF and butter) compared to the same

period last year. This also highlights that despite the FGMP forecast for FY26 being lower than last year, the average cost of milk in 1H26 was materially higher compared to

1H25.

–The impact of the changing input prices was reflected in markedly reduced operating profit from Core Operations in the Ingredients channel, decreasing $245m (to $47m)

due to a significant increase in the protein-weighted milk costs. This was offset by a $65m improvement to the In-market component (up to $513m), reflecting margin

growth and a more favourable product mix.

–The Foodservice channel is on the other hand more sensitive to a fat-oriented product portfolio. Within this channel, Core Operations performed strongly with a $199m

improvement in operating profit (to $174m) due to a higher sustained margin (improved product pricing and flat fat-weighted milk costs). In-market profitability was up $1m

(to $198m). Return on capital remains comfortably above the bottom end of Fonterra’s 10% – 12% range for both channels, with Ingredients at 11.0% for the half and

Foodservice at 12.6%.

Significant cash

outflow partially

offset by favourable

working capital

position

–As is typical with Fonterra’s seasonal profile, free cash flow is generally negative in the first half of the year, with second-half inflows being used to support a significant

reduction in debt and gearing over the remainder of FY26.

–Compared to 1H25, the free cash outflow in 1H26 was reduced by $525m (-25%) to an outflow of $1,544m. This movement was driven by a $0.4b improvement in supplier

payables (a result of the accelerated advance rate in the prior season) and a $0.5b improvement in trade working capital, largely due to lower inventory pricing per metric

tonne, which was partially offset by volume growth from higher milk collections. These gains were partially offset by higher tax payments of $0.35b.

–Net debt decreased by $523m (-10%) to $4,927m, supported by stronger earnings and a higher supplier payable balance. Consequently, gearing fell from 39.4% to 36.5%,

reflecting both the lower debt levels and an increase in retained earnings.

Increase in the

Forecast Farmgate

Milk Price

–Fonterra has lifted its 2025/26 forecast FGMP midpoint by 20 cents to $9.70 per kgMS (~5% decrease on 2024/2025), with a range of $9.40 - $10.00 per kgMS. Whilst

emphasising the volatility inherent in the range, partially due to the on-going conflict in the Middle East, the improved forecast FGMP is largely due to an increase in protein-

based Reference product prices.

1

2

4

3

3

Review of 1H26 Performance |
1H26 Highlights (continued)

Midpoint Profit

guidance upgraded

–Fonterra narrowed earnings guidance from 45 – 65 cents per share to 50 – 65 cents, reflecting an increase of ~5% at the guidance mid-point. This increase is supported by

the higher sales volumes forecasted in 2H26, despite some compressed margins due to rising input costs and uncertainty related to the Middle East conflict. Based on

Fonterra’s dividend policy of paying out 60% - 80% of earnings excluding abnormal gains and its recent dividends being towards the higher end of this range (supported by

reduced debt levels), this implies total dividends for FY26 of approximately 40 – 52 cents per share (excluding the Mainland special dividend).

–Given year-to -date EPS from pro forma continuing operations of 35 cents, the updated guidance suggests a lower contribution from 2H26 (15 – 30 cents), factoring in

uncertainty related to Middle East conflict, including risks around input cost inflation and shipping disruption.

–In addition, Fonterra reaffirmed its target of returning the business to FY25 earnings levels (EBIT of ~$1.7b) by FY28 despite the divestment of Mainland Group. This target

is supported by cost-out and growth initiatives.

Mainland Group

update

–Ahead of the 1H26 results, Fonterra announced the sale of Mainland Group to Lactalis for $4.22b went unconditional, with all regulatory approvals being obtained and the

separation of Mainland Group from Fonterra being complete.

–The transaction has subsequently completed with shareholders receiving their $2.00 per share capital return on 14 April 2026.

5

6

4

Review of 1H26 Performance |
Table of Contents

5

SectionPage

Section 11H26 Results Review6

Financial Performance7

Financial Position11

Outlook12

Section 2Mainland Group14

Financial Performance15

Post Divestment Fonterra Outlook16

Appendix – Supporting Information17

Section 1:
1H26 Results Review

Review of 1H26 Performance |
Fonterra reported earnings (EBIT) from pro forma continuing operations of $932m for the half, an increase of $20m on 1H25. This was

driven by a favourable product mix and resilient global demand for high value dairy products, partially offset by ERP system build costs

and an increase in other costs such as energy and freight.

Total Group Financial Performance

NZ$ Million (Pro Forma Continuing Operations)1H261H25% Change

Sales Volume (‘000 MT)1,4551,472(1%)

Total Revenue 12,32811,3179%

Cost of Goods Sold(10,562)(9,619)10%

Gross Profit1,7661,6984%

Gross Margin14.3%15.0%n/a

Operating Expenses(880) (858) 3%

Other Items4672(36%)

EBIT9329122%

EBIT Margin7.6%8.1%n/a

Net Finance Costs & Tax(356) (336) 6%

Net Profit After Tax (NPAT)576 576 0%

Pro Forma Adjustments124 82 51%

Net Profit After Tax (Continuing Ops)700 658 6%

Net Profit After Tax (Discontinued Ops)50 71 (30%)

Total Group Net Profit After Tax750 729 3%

Earnings Per Share (Pro Forma Continuing Ops)$0.35$0.350%

Earnings Per Share (Continuing Ops)$0.42$0.405%

Dividend Per Share$0.40

1

$0.2282%

Our assessment of Fonterra’s results for 1H26 is complicated by earnings relating to discontinued

businesses (Mainland Group). The divestment of Mainland represents a significant shift in

operations, with historic transfer pricing between Mainland Group entities now being less relevant.

We have therefore focused on the results for the pro forma continuing operations – this framework

assumes Mainland had been divested and the contract pricing arrangements with Lactalis were

already in place. This approach for the 1H26 results will also provide better comparability to results

in future periods. See the Appendix for a summary of the recent reporting changes.

Fonterra delivered another strong earnings result for 1H26, with reported earnings before interest

and tax (EBIT) from pro forma continuing operations increasing by 2% to $932m, despite the $79m

of technology (ERP) upgrade costs and and an increase in other costs such as energy and freight.

–Despite a slight decrease in sales volumes, a favourable product mix shift from reference

products to higher value non-reference products contributed to a 9% increase in revenue

($12,328m in 1H26 vs $11,317m in 1H25).

–In line with the revenue increase, gross profit for 1H26 increased on last year ($1,766m in 1H26

vs $1,698m in 1H25), albeit with a slight decrease in the margin (14.3% vs 15.0%). This was

driven by favourable product mix and resilient global demand for high value dairy products, more

than compensating for lower margins in the Ingredients channel and an increase in other costs

such as energy and freight.

–Operating expenses from pro forma continuing operations increased by $22m (3%), reflecting the

$26m increase in technology (ERP) upgrade costs to $79m, when compared to 1H25.

–Reported EBIT from pro forma continuing operations was up $20m (2%) to $932m.

–Net finance costs & tax from pro forma continuing operations increased by $20m (6%), largely

reflecting a $17m increase in tax expense due to a one-off tax associated with exiting a product

line.

–The resulting reported pro forma continuing operations NPAT for 1H26 was $576m (35c per

share), compared to an equivalent $576m in 1H25 (35c per share).

–Based on the full year earnings guidance of 50c – 65c per share and the 35c per share reported

for 1H26, expected EPS for 2H26 is significantly lower at 15c – 30c per share. This EPS

differential between the first half and second half is consistent with historical seasonal variability.

–The Group declared an interim dividend of 24c per share, a 2c increase compared to 1H25.

Fonterra also declared a special dividend of 16c per share, reflecting a 100% payout of Mainland

earnings for the period up to divestment, giving a total dividend of 40c per share. The interim

dividend aligns with Fonterra’s full year dividend policy target payout range of 60% to 80%, and is

consistent with Fonterra paying out up to 50% of its forecast full year dividend at the half year.

7

1

Including a Special Mainland dividend of 16 cents

Review of 1H26 Performance |
Financial Performance by Channel & Segment

There was a material shift in the composition of operating earnings (EBIT) between channels in

1H26 vs 1H25:

EBIT from the Ingredients channel was down by $180m in 1H26, reflecting the following key

factors:

–Lower contribution from Core Operations (-$245m) as a result of the higher cost of protein

being expensed through FY26 relative to the prior year, with protein-based Reference Products

up ~42%;

–Lower sales volume as milk shifted to high-value products and management of inventory

(-$10m); and

–Favourable in-market margins due to strong protein prices in Europe and US ($82m).

Conversely, EBIT for Foodservice was up $200m, positively impacted by:

–Higher contribution from Core Operations ($199m), reflecting improved product pricing and flat

fat-weighted milk costs;

–Better pricing and product mix supported margins while input cost pressure eased over first

half (-$6m); and

–Improved operating expenses ($7m) reflect the rationalisation of the residual Consumer

business in Greater China.

Similar market dynamics led to a shift in earnings contributions across Segments

–Core Operations reported a $46m decline in EBIT, largely reflecting the $26m increase in

technology (ERP) upgrade costs to $79m (compared to 1H25) and an increase in other costs

such as energy and freight.

–In-market earnings were up $66m to $711m, largely due to favourable Ingredients margins In-

market.

Although price relativities widened when compared to 1H25, earnings from the Ingredients channel decreased due to a higher cost of

protein. Foodservice’s higher contribution from Core Operations was due to lower input cost for milk.

Pro forma EBIT by Channel (NZ$ million)

8

Pro forma EBIT by Segment (NZ$ million)

740

172

560

372

IngredientsFoodservice

1H251H26

267

645

221

711

Core OperationsIn-market

1H251H26

Review of 1H26 Performance |
2,000

3,000

4,000

5,000

6,000

Aug-24Nov-24Feb-25May-25Aug-25Nov-25Feb-26

USD / MT

Cheddar (Non-Reference Product)Whole Mik Powder (Reference Product)

Fonterra’s Price Relativities for Reference and Non-Reference products widened by ~US$194/MT compared to 1H25. This benefit plus

favourable product mix were however partly offset by Fonterra’s financial trading book, resulting in a lower earnings benefit (~2cps vs

~4cps in 1H25).

Price Relativities

Price Relativities (Cheddar vs WMP)

9

Price Relativities have widened during 1H26. This reflects that the average Reference portfolio

prices increased ~5% in USD terms compared to a 9% increase for the Non-Reference portfolio

(both vs 1H25). Using the price of cheddar vs WMP as a proxy for the portfolios, 1H26 (1.3x) is

tracking higher than FY25 (1.2x).

While price relativities have widened and provided favourable pricing, this was offset by

Fonterra’s financial trading portfolio. This type of outcome is expected as an increasing volume of

Fonterra’s financial portfolio is used for hedging purposes (reducing volatility), meaning under an

increasing milk price environment, downside risk is reduced but not all upside is captured.

Fonterra noted that the current earnings guidance reflects the net price relativity position to be

neutral year-on-year and that the impact of price relativities is likely to be significantly reduced in

the future.

Source: Global Dairy Trade, adjusted forward 3 months to reflect shipment delay.

WMP and Cheddar used as proxies for Reference & Non-Reference Products.

Historical Price Relativities (Non-Reference / Reference Product Prices)

Fonterra noted that while price relativities will always be present, the impact to Fonterra earnings will

likely be lower than historical periods due to Fonterra’s increased ability to lock in margins with

customer contracts and hedging, meaning that the Company is therefore less exposed to price

volatility. This is largely due to the growing size of the fixed price book being offered to customers (i.e

long term fixed price commitments), which grows the use of fixed milk price instruments. For context

on the growing financial trading portfolio, Fonterra reported that:

–The portion of Fonterra’s book subject to hedging (i.e. where Fonterra locks in margins) is

approximately 50% larger than 5 years ago and a more material portion of its Non-Reference book.

–The duration of fixed price contracts varies customer to customer but is generally 6-12 months

(none longer than 12 months).

Avg price differential:

US$621/MT

Avg price differential:

US$815/MT

0.80

0.90

1.00

1.10

1.20

1.30

1.40

1.50

1.60

1.70

AugSeptOctNovDecJanFebMarAprMayJunJul

Cheddar Price Relative to WMP Price as Proxy

for Price Relativities

FY22FY23FY24FY25FY26

First Half

1H261H252H252H26

Review of 1H26 Performance |
$7.54

$9.30

$8.22

$7.83

$10.16

FY21FY22FY23FY24FY25FY26

The Farmgate Milk Price range has increased from $9.20 - $9.80 to $9.40 - $10.00 per kgMS.

Whilst emphasising the volatility inherent in the range, partially due to the on-going conflict in the

Middle East, the improved forecast FGMP is largely due to an increase in protein-based

Reference product prices during February and March.



Fonterra has lifted the forecast Farmgate Milk Price mid-point by 20 cents to $9.70.

Milk Price Range of $9.40 - $10.00 per kgMS

Historical Farmgate Milk Price vs 2025/26 Season Forecast

GDT Price Index

With the end of the 2025/2026 season fast approaching, the mid-point Farmgate Milk Price of $9.70

per kgMS represents a 20 cents increase on the previous Farmgate Milk Price midpoint of $9.50. This

recent recovery of milk price is largely attributed to:

−An increasing trend in the GDT Price Index as summarised in the chart above (representing the

change in prices for both Reference and Non-Reference milk products). This reflects a combination

of low skim milk powder stock globally, lower Chinese domestic milk production growth, and

declining milk prices in the United States and European Union.

−Fonterra’s strong underlying margins and cost control despite significant on-going volatility,

particularly as the conflict in the Middle East continues.

10

1

As per forecast update 23 March 2026

$10.00 High

$9.40 Low

Forecast Farmgate Milk Price

for 2025/26 Season

1

Source: GDT

2024/2025

Season

2025/2026

Season

(to March)

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Jul-20Jan-21Jul-21Jan-22Jul-22Jan-23Jul-23Jan-24Jul-24Jan-25Jul-25Jan-26

Index Value

Review of 1H26 Performance |
Compared to 1H25, net debt was down $523m (-10%) to $4,927m, supported by stronger earnings and a higher supplier payable

balance. Consequently, gearing fell from 39.4% to 36.5%, reflecting both the lower debt levels and an increase in retained earnings.

Financial Position

11

NZ$ Million1H261H25% Change

Assets

Cash and Cash Equivalents117218(46%)

Receivables1,9122,499(23%)

Inventories6,7338,049(16%)

Other Current Assets 5,0493561318%

PP&E5,6616,394(11%)

Intangible Assets7871,779(56%)

Other Non-Current Assets 8241,053(22%)

Total Assets21,08320,3484%

Liabilities

Payables5,3795,3531%

Current Borrowings1,2091,793(33%)

Other Current Liabilities1,23879955%

Non-Current Borrowings4,1154,163(1%)

Other Non-Current Liabilities35624247%

Total Liabilities12,29712,350(0%)

Net Assets8,7867,9989%

Equity Attributable to Co-op8,7067,91610%

Adjusted Net Debt (NZ$ million) and Gearing Ratio (%)

Fonterra’s net debt has decreased by $523m compared to 1H25 ($4,927m in 1H26 vs $5,450m

in 1H25). The lower debt position largely reflects stronger earnings and a higher supplier payable

balance ($3,074m at 1H26 vs $2,461m at 1H25). Inventories have decreased by $1,316m

(16%) when compared to 1H25 ($6,733m in 1H26 vs $8,049m in 1H25).

As a result of the lower net debt, gearing levels have also decreased to 36.5% at 1H26 vs 39.4%

at 1H25. With the first half typically representing a seasonal peak in debt levels, Fonterra is

expected to have improved financial flexibility and debt headroom at the end of FY26.

Return on capital (“ROC”) has increased to 11.2% in 1H26, higher than the 10.4% achieved in

1H25. 1H26 ROC includes

Mainland Group return on capital of 9.2%, up from 7.1%.

Historical Return on Capital (Based on Fonterra Estimates)

1

1

Rolling twelve months.

ROC from FY24 based on fully imputed dividends (higher Fonterra tax expense) resulting in a lower ROC compared to prior periods.

12,356

13,005

12,774

12,303

11,904

12,159

12,348

12,845

6.8%

8.6%

12.4%

13.4%

11.3%

10.4%

10.9%

11.2%

FY221H23FY231H24FY241H25FY251H26

Average Capital Employed Return on Capital

$5,607m

$5,811m

$4,224m

$5,450m

$4,927m

44.1%

43.3%

34.6%

39.4%

36.5%

1H221H231H241H251H26

Adjusted Net DebtGearing Ratio

Review of 1H26 Performance |
On a Continuing Operations basis,

based on FY24 disclosures

(including Mainland)

$0.35 $0.35

$0.21

$0.23

$0.31

$0.36

$0.75

$0.58

$0.56

$0.58

FY21FY22FY23FY24FY25FY26

1H2H

Fonterra narrowed earnings guidance from 45 - 65 cents per share to 50 – 65 cents, reflecting an increase of 5% at the guidance mid-

point and implying a lower 2H26 earnings contribution of 15 – 30 cents per share. This increase is supported by the higher sales volumes

forecasted in 2H26, despite some compressed margins due to rising input costs and uncertainty related to the Middle East conflic t.

Full year FY26 Outlook

Monthly Milk Prices (NZ$ per kgMS)

Despite the forecast FGMP for the current season being lower than last season, the average cost of

milk was materially higher in the first half of 1H26 relative to 1H25. This was primarily driven by an

increase in protein-based Reference product prices (up ~42%) relative to flat prices for fat-based

products (AMF and butter) compared to the same period last year, meaning a greater share of the

milk cost uplift is in the protein component. The value of protein and fat within the milk price is a key

contributor to the relative earnings contributions from both channels.

Fonterra narrowed its earnings guidance from 45 - 65 cents per share to 50 – 65 cents per share

(mid-point of 57.5 cents per share). The guidance implies EPS for the second half of 15 – 30 cents

per share, lower than the 1H26 outcome largely as a result of the following factors:

–First half pro forma continuing operations earnings of 35c, and forecasting for a slightly lower

2H26;

–Higher sales volumes in 2H26 forecasted, with some compression of margins due to rising input

costs; and

–Uncertainty related to the Middle East conflict, including risks around input cost inflation and

shipping disruption.

12

Normalised Earnings Per Share for 1H26 and Projection for 2H26

1

Source: Extract from Fonterra’s 1H26 Presentation

1

$6

$7

$8

$9

$10

$11

$12

JunJulAugSeptOctNovDecJanFebMarAprMay

FY25FY26

2025/26 season forecast

monthly milk prices, informing

the forecast $9.70 Farmgate

Milk Price midpoint (range

$9.40 - $10.00)

2024/25 season monthly milk

prices average to $10.16, the

Farmgate Milk Price

Higher milk cost at start

of season driven by

demand for WMP

1

FY26 and 2H26 based on midpoint forecast earnings range of 50c – 65c per share. FY25 sourced from FY25 disclosure

Pro Forma Continuing Operations

(excluding Mainland)

Review of 1H26 Performance |
2.65

2.85

2.71

2.72

2.73

2.30

2.63

2.58

2.66

2.73

2.64

FY22FY23FY24FY25FY26 ForecastFY27

Inflation-AdjustedActualPlannedStrategic Target

1.35

1.41

1.43

1.50

1.17

1.30

1.36

1.47

1.01

0.98

1.43

1.05

FY22FY23FY24FY25FY26 ForecastFY27

Inflation-AdjustedActualPlannedStrategic Target

Fonterra reports on two efficiency targets focusing on operating costs and manufacturing costs per kgMS. These efficiency metrics were

introduced as part of Fonterra’s drive to enhance efficiencies and reduce its cost base.

Operational Efficiency Metrics

Cash operating expenses represent the global overheads of the Group and include head office,

selling, marketing, storage and distribution costs. In order to objectively assess cost efficiencies

relative to varying milk volumes, the cash operating costs are assessed per kgMS of New Zealand

and Australia milk solids collected.

Total cash operating expenses (excluding ERP & Mainland Group) in FY26 are forecast at $0.98 per

kgMS, $0.14 lower than Fonterra’s FY26 strategic target of $1.12 per kgMS and $0.03 lower than

the $1.01 per kgMS achieved in FY25.

The information provided by Fonterra (illustrated in the chart above) implies Fonterra has $0.07

headroom in nominal operating expenses on a per kgMS basis to achieve its strategic target by FY27.

This metric measures the manufacturing performance of Fonterra. It is aimed at measuring targeted

efficiencies in the core New Zealand processing and manufacturing cost base to improve gross profit

margins on each kgMS. These costs largely represent materials, labour, energy & packaging and the

other costs directly incurred in processing milk products to the point of sale. The measure has

intentionally excluded the cost of milk (i.e. the FGMP) which is out of Fonterra’s control and is assessed

per kgMS of New Zealand milk solids collected.

The core manufacturing costs per kgMS NZ milk collections in FY26 are forecast at $2.73 per kgMS,

$0.11 higher than Fonterra’s FY26 strategic target of $2.62 per kgMS and $0.01 higher than the $2.72

per kgMS outcome in FY25 (inflation-adjusted). The higher forecasted cost in FY26 is due to higher

input costs including lactose and additional secondary processing costs, partially offset by higher milk

solids collections and ongoing efficiency gains.

The information provided by Fonterra (illustrated in the chart above) implies a ~3% decrease in nominal

operating expenses on a per kgMS basis by FY27. This suggests ongoing manufacturing efficiencies are

expected over the medium term when backing out an allowance for future inflation. Fonterra confirmed

it is reviewing its approach to lifting manufacturing performance as it works back toward the strategic

targets.

13

Cash Operating Expenses per kgMS Collected

Core Operations Manufacturing Cash Costs per kgMS NZ Milk Collections

Section 2:
Mainland Group Analysis

Review of 1H26 Performance |
Mainland Group reported pro forma earnings (EBIT) of $299m for the half, an increase of $104m on 1H25. Improved earnings were due

to higher sales volumes, inventory revaluations and easing input costs.

Mainland Group Performance

NZ$ Million (Mainland Group Pro Forma)1H261H25% Change

Sales Volume (‘000 MT)2722518%

Total Revenue 3,2832,92312%

Cost of Goods Sold (excl. D&A)*(2,655)(2,354)13%

Gross Profit62856910%

Gross Margin19.1%19.5%n/a

Operating Expenses (excl. D&A)*(347) (334) 4%

Other21.0 15.0 40%

EBITDA302 250 21%

Depreciation and amoritisation(3) (55) (95%)

EBIT29919553%

EBIT Margin9.1%6.7%n/a

Net Finance Costs & Tax(125) (42) 198%

Net Profit After Tax (NPAT)174 153 14%

Normalisation adjustments (EBIT)36 40 (10%)

Normalised EBIT335 235 43%

Normalisation adjustments (NPAT)90 40 125%

Normalised NPAT264 193 37%

Dividend per Share$0.16

Return on Capital9.2%7.1%30%

Average capital employed3,076 2,956 4%

Mainland’s improved performance is due to tailwinds from higher volumes, inventory revaluations

and easing input costs.

–Fonterra communicated approximately half of Mainland Group’s improved earnings is due to the

Australian ingredient's operations, with lower milk prices in the period leading to lower input costs

and inventory revaluations. Because the Australian FGMP is not necessarily representative of

prevailing global dairy commodity prices, exchange rates and commercial processing returns,

domestic milk prices have a significant bearing on Fonterra Australia’s performance (and other

processors), as summarised in the table below:

Assuming the long-term Australian FGMP is consistent with international dairy commodity prices,

we believe it is unlikely this improvement in the Australia business can be maintained in the long

term.

–The remaining earnings improvement is due to margin growth within South East Asia (consumer

channel), as a result of the lower historical milk price.

–Mainland Group achieved a return on capital for the period of 9.2%

2

, up from 7.1%, but below

Fonterra’s target range of 10% - 12%.

–As communicated by Fonterra, the special Mainland Group dividend of 16c per share reflects a

100% payout of Mainland Group’s earnings.

15

Fonterra Australia PerformanceFY21FY22FY23FY24FY251H26

Reported EBIT741067579

Avg Milk Price (AUD per kgMS)6.537.409.579.208.158.90

1

NZ FGMP (NZ$ per kgMS)7.549.308.227.8310.16~9.70

1

Revised weighted average Fonterra Australian milk price for the 2025/26 season as at 26 May 2025.

2

Rolling twelve months.

Review of 1H26 Performance |
$612m

$120m

$68m

$932m

$1,544m

$1,732m

Fonterra Pro Forma

Continuing

Operations (1H26)

2H26 Assumed

Earnings

Forecast Fonterra

Pro Forma

Continuing

Operations (FY26)

ERP CompletionImplied Earnings

Improvement

Fonterra Post

Divestment (FY28)

0.14

0.180.18

0.57

0.58

0.42

>0.50

0.71

0.76

80%

76%

Group FY25Group FY26

Forecast

FY26 Pro Forma

Forecast

FY28

Forecast

Retentions per ShareDividend per SharePayout Ratio

16

Post Divestment Fonterra Earnings Outlook

Fonterra reaffirmed its target of returning the business to FY25 earnings levels by FY28 (EBIT of ~$1.7b) despite the divestment of

Mainland Group, supported by cost-out and growth initiatives.

Fonterra reaffirmed its target of returning the business to FY25 earnings levels (EBIT of ~$1.7b)

by FY28 despite the divestment of Mainland Group, supported by cost-out and growth initiatives.

Achieving EBIT of ~$1,732m (as reported in FY25) by FY28 will require ~5.4% EBIT growth per

year relative to Fonterra’s pro-forma continuing operations FY25 EBIT of $1,480m, or ~5.9%

based on our estimate of FY26 earnings. We note the following in relation to this target:

−Significant earnings improvement will be derived from completion of the current ERP upgrade

by FY28 and the related reduction in expenses. This expense totalled $123m in FY25, and is

expected to peak in FY26/27, totalling $240m across the 2 periods.

−Fonterra also expects that substantial earnings growth will be driven by ongoing operating

efficiencies and expected cost savings in a simplified business. Investment in recent and

future growth initiatives should reasonably be expected to contribute to increased earnings.

Our break-down of the potential contributors to earnings improvement is summarised in the chart

above. After accounting for the expected operating cost reductions, we believe that the level of

earnings improvement needed to reach the target earnings by FY28 should be readily achievable.

This level of FY28 earnings and our estimate of forecast capital employed by FY28 of ~$10bn

should also deliver an outcome towards the upper end of Fonterra’s 10% - 12% return on capital

target.

Post Divestment Earnings Outlook and Indicative ContributionsPost Divestment Earnings and Dividend per share

The divestment of Mainland Group will result in an immediate decrease in total earnings, as

reflected in Fonterra’s pro forma continuing operations.

We assume FY26 pro forma earnings of 60c per share, towards the upper end of Fonterra’s 50–65c

per share guidance. This excludes the 16c per share contribution from Mainland Group. Based on

Fonterra’s target to achieve FY25 EBIT of $1,732m by FY28 and assuming a dividend payout within

Fonterra’s policy to distribute 60%–80% of Reported Net Profit After Tax (excluding abnormal gains),

we estimate that dividends should exceed 50c per share by FY28. The ultimate earnings and

dividends will depend on performance expectations being met and the level of debt funding incurred

to meet Fonterra’s capital expenditure plans.

With Mainland Group Earnings

1

Northington Partners analysis, assuming FY26 pro forma earnings of 60c per share (the upper end of Fonterra’s 50–65c per share

guidance).

2

Northington Partners estimates.

1

2

Appendix 1:
Supporting Information

Review of 1H26 Performance |
Reporting Changes

18

Following the divestment of the Mainland Group, reporting has been refined to better reflect the performance of the continuing business.

Segment & Channel Changes

Earnings Reporting Changes

Pre-Divestment Structure

Total Group

Earnings

Post-Divestment Structure

Continuing

Operations

Discontinued

Operations

(Mainland)

Continuing

Operations

Normalisations

+

=

Discontinued

Operations

Normalisations

+

=

Core Operations

Global Markets

Greater China

Segments

Channels

Ingredients

Foodservice

Consumer

Ingredients

Foodservice

Discontinued Operations

–Global Markets and Greater China

allocated to Ingredients and

Foodservice, with minor adjustments as

per the Mainland Group divestment.

–Pre-divestment basis: Reported

Continued & Discontinued Operations.

–Post-divestment basis: Pro Forma

Continuing & Mainland Group as the

primary analytical view.

–Normalisations are management

adjustments applied outside statutory

Continuing/Discontinued Operations to

reflect underlying performance.

–Consumer removed from reporting

segments, and largely reclassified as

Discontinued Operations following the

sale of Mainland Group, with minor

exposure from Foodservice and

Ingredients also included.

Commentary

Core Operations

Continuing Operations

Post-Divestment Structure (Pro Forma Earnings)

Pre-Divestment Structure Reporting Requirements

Commentary

Pro Forma Continuing

Operations

Pro Forma Mainland Group

Review of 1H26 Performance |
Continuing and Discontinuing Operations

19

NZ$ Million6 Months to 31 January 20266 Months to 31 January 2025

Continuing

Operations

Discontinued

Operations

Total

Group

Continuing

Operations

Discontinued

Operations

Total

Group

Sales Volume (‘000 MT)1,4552721,7271,4722511,723

Total Revenue 12,4641,45413,91811,4001,19212,592

Cost of Goods Sold(10,580)(944)(11,524)(9,631)(733)(10,364)

Gross Profit

1,8845102,3941,7694592,228

Gross Margin (%)15.1%35.1%17.2%15.5%38.5%17.7%

Operating Expenses(880)(350)(1,230)(858)(350)(1,208)

Other Items462167721587

Reported EBIT

1,0501811,2319831241,107

Reported EBIT Margin (%)8.4%12.4%8.8%8.6%10.4%8.8%

Normalisations(124)21490(82)12240

Normalised EBIT9263951,3219012461,147

Reported Net Profit After Tax

7005075065871729

Normalisations (post tax adjustments)(124)21490(82)12240

Normalised Net Profit After Tax

576264840576193769

Review of 1H26 Performance |
FY26 Integrated Scorecard

20

Key Performance Indicator (KPI)

FY24

Actual

FY25

Actual

FY26

Scorecard

FY26

YTD

People

Serious harm

1

16651

Quality of post-Health, Safety and Wellbeing incident actions0.410.400.60.51

Culture Measure79818079

Nature

GHG emissions (Scope 1,2)

2

(18.5)%(20.7)%(26.7)%(26.1)%

Additional percentage of New Zealand supplying Farms achieving Emissions

Excellence

-(2.2)%6%

3

-

Relationships

Share of New Zealand milk collected for the season to 31 May78.1%77.8%78%77.8%

Delivered in full, on time (DIFOT, at time of arrival)66.1%73.7%77%81.5%

Financial / Assets &

Infrastructure

Cash operating expenses per kgMS (real)

4

1.431.501.411.43

Core Operations manufacturing cash costs per kgMS (real)

5

2.712.742.652.73

Return on capital (FY)11.3%10.9%10% - 12%On track

Farmgate Milk Price ($)7.8310.169.00 - $11.009.40 - $10.00

6

Alignment Rights

Total shareholder return

(Volume weighted average share price plus distributions (dividend, capital

returns))

7

$2.66 ($0.55)$4.70 ($0.57)Not Available$5.34 (TBC)

On-farm profitability ($ per hectare)

8

$2,845Not AvailableNot AvailableNot Available

1. Includes Contractors.

2. Relative to FY18 Baseline. Scope 1&2 including farms under Fonterra operational control.

3. Additional 490 farms with minimum of 270 reducing footprint. FY26 performance available at completion of season.

4. Based on New Zealand and Australia milk solids. Excludes divestment-related costs. Restated to FY26 base year.

5. Based on New Zealand milk solids collected. Excludes the cost of milk. Restated to FY26 base year.

6. Latest Forecast Farmgate Milk Price announced 23 March 2026 with midpoint of $9.70 per kgMS.

7. For the period 1 October to 30 September. As an indication, FY26 YTD is the 12-month VWAP to 30January 2026.

8. DairyNZ Economic Survey 2023-2024 (Owner-Operator). Publication of 2025 survey expected in July 2026.

Review of 1H26 Performance |
Historical Financial Information

Sales Volume (‘000 MT)

Reported EBIT (NZ$ million)

Revenue (NZ$ million)

Normalised EBIT (NZ$ million)

Total Assets (NZ$ million)

Total Equity (NZ$ million)

1

1

Excluding non-controlling interests

Note: Includes continued & discontinued operations where known

21

Capital Expenditure (NZ$ million)

Free Cash Flow (NZ$ million)

346

(417)

(690)

(782)

369

(632)

(849)

(30)

(397)

(2,069)

(1,544)

1H161H171H181H191H201H211H221H231H241H251H26

453

244

346

316

112

147

180

245

225

244

383

1H161H171H181H191H201H211H221H231H241H251H26

2,324

2,131

2,003

2,075

2,037

1,994

1,921

1,994

1,780

1,723

1,727

1H161H171H181H191H201H211H221H231H241H251H26

8,388

9,232

9,836

9,745

10,423

9,915

10,797

13,249

11,257

12,592

13,918

1H161H171H181H191H201H211H221H231H241H251H26

6,795

7,054

6,568

6,421

6,257

7,148

6,700

7,913

8,014

7,910

8,786

1H161H171H181H191H201H211H221H231H241H251H26

752

644

(176)

312

806

657

607

858

953

1,107

1,231

1H161H171H181H191H201H211H221H231H241H251H26

665

607

458

312

584

684

607

940

1,019

1,107

1,321

1H161H171H181H191H201H211H221H231H241H251H26

19,076

19,344

20,161

20,301

20,148

19,955

20,816

21,391

18,231

20,348

21,083

1H161H171H181H191H201H211H221H231H241H251H26

Review of 1H26 Performance |
Reported EBIT Bridge by Segment and Channel

Reported EBIT Bridge by Channel

Reported EBIT Bridge by Segment

22

$1,231m

$1,107m

($124m)

$983m

($71m)

$912m

($245m)

$199m

$65m

$1m

$932m

$118m

$1,050m

$181m

Reported

Group

Discountinued

Operations

Continuing

Operations

Pro Forma

Normalisations

Pro Forma

Continuing

Operations

IngredientsFoodserviceIngredientsFoodservicePro Forma

Continuing

Operations

Pro Forma

Normalisations

Continuing

Operations

Discontinued

Operations

Reported

Group

1H25 EBITCore OperationsIn-market1H26 EBIT

$1,231m

$1,107m

($124m)

$983m

($71m)

$912m

($245m)

$65m

$199m

$1m

$932m

$118m

$1,050m

$181m

Reported

Group

Discountinued

Operations

Continuing

Operations

Pro Forma

Normalisations

Pro Forma

Continuing

Operations

Core OperationsIn-marketCore OperationsIn-marketPro Forma

Continuing

Operations

Pro Forma

Normalisations

Continuing

Operations

Discontinued

Operations

Reported

Group

1H25 EBITIngredientsFoodservice1H26 EBIT

Review of 1H26 Performance |
Abbreviations & Definitions

TermDefinition

CAGRCompound average growth rate

CapexCapital expenditure

Co-op, Group or the CompanyFonterra Co-operative Group Limited

CYCalendar year ending 31 December

DIRADairy Industry Restructuring Act

EBITEarnings before interest and tax

EBITDAEarnings before interest, tax, depreciation and amortisation

EPSEarnings per share

ESGEnvironmental, social and governance

FCGShares in Fonterra Co-operative Group Ltd (FCG.NZ)

FGMPFarmgate Milk Price

FSFShares in Fonterra Shareholders’ Fund (FSF.NZ)

FundFonterra Shareholders’ Fund (FSF.NZ)

FYFinancial year ending 31 July

GDTGlobal Dairy Trade

kgMSKilograms of milk solids

Mainland or Mainland GroupThe business being sold to Lactalis, combining the integrated businesses in Oceania and Sri Lanka with the global Consumer channel (excluding-China) and the MEA Foodservice business

MTMetric tonnes

NPATNet profit after tax

Non-Reference ProductsProducts that are not included in the calculation of the Farmgate Milk Price

NTMNext Twelve Months

NWCNet working capital

NZDNew Zealand dollars

PP&EPlant, property and equipment

Price RelativitiesRefers to the difference in the weighted average price (in USD) between the Reference Product portfolio and Non Reference Product portfolio

Reference ProductsIncludes commodity products and groups that are included in the calculation of the Farmgate Milk Price

Share StandardMeans one share per one kgMS supplied

ROC or ROCEReturn on capital employed

SMP

Skim milk powder

TSR

Total shareholder return

USDUnited States dollars

WACCWeighted average cost of capital

WMPWhole milk powder

23

www.northington.co.nz
Auckland

Level 33, Vero Centre

48 Shortland Street

PO Box 105-384

Auckland 1143

Christchurch

L4, White Fox & Jones

70 Gloucester Street

PO Box 13-804

Christchurc h 8011

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