Fonterra Shareholders Fund : Notice of Annual Meeting Fonterra Co-operative Group Ltd

onlyuseFonterra Annual Meeting 2021

personalNotice of Annual Meeting

of Shareholders and Explanatory Notes

10.30am on Thursday, 9 December 2021 ILT Stadium Southland

Surrey Park Sports Centre

18 Surrey Park Road

Invercargill

For

For personal use only

Contents

FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING FOR 2021	1
COVID-19 Implications	1
Virtual Meeting	1
Annual Meeting Documents	1
Voting	2
Voting Entitlements	2
Proxies or Representatives	2
Questions	2
Votes Required and Quorum	2
Results of Voting	2
Meeting Attendees	2
CHAIRMAN'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
Ratification of Appointment of Director	5
Approval of Milk Price Panel related Amendments to the Constitution	5
Approval of Governance and Representation Review related Amendments to the
Constitution and the Co-operative Council By-laws	6
Approval of 2020 Review of Council related Amendments to the Constitution and the
Co-operative Council By-laws	6
Co-operative Council Report	6
Approval of Co-operative Council Programme and Budget	6
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING	7
Welcome	7
Annual Meeting Proceedings	7
Remuneration of Directors, Co-operative Councillors and Directors' Remuneration Committee
Members	7
Appointment of Auditor	8
Ratification of Appointment of Director	8
Approval of Milk Price Panel related Amendments to the Constitution	9
Approval of Governance and Representation Review related Amendments to the
Constitution and the Co-operative Council By-laws	10
Approval of 2020 Review of Council Amendments to the Constitution and the
Co-operative Council By-laws	11
Approval of Co-operative Council Programme and Budget	12
PART THREE
GOVERNANCE AND REPRESENTATION REVIEW RELATED AMENDMENTS TO THE
CO-OPERATIVE COUNCIL BY-LAWS	16

PART FOUR

2020 REVIEW OF COUNCIL RELATED AMENDMENTS TO THE CONSTITUTION AND
EXPLANATORY NOTES	23

Fonterra Co-operative Group Limited Annual Meeting for 2021

Fonterra's Annual Meeting will be held as a hybrid meeting so that Shareholders may either attend at the ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill at 10.30am on Thursday, 9 December 2021 or virtually using the instructions set out below under the heading 'Virtual Meeting'.

	COVID-19 Implications		Annual Meeting Documents
	Fonterra intends to hold this Annual Meeting as a hybrid		Each Shareholder has been sent:
	meeting so that Shareholders can attend either:		• This Notice of Meeting booklet, which includes:
only
	• in person at the ILT Stadium Southland, Surrey Park Sports		- Letter from the Chairman
	Centre, 18 Surrey Park Road, Invercargill; or
		- Notice of Meeting (including the text of the matters to
	• virtually, using the instructions set out below under the
		be voted on by Shareholders) (Part One)
	heading 'Virtual Meeting'.
		- Explanatory Notes regarding each of the matters to be
	However, due to the current uncertainty relating to the
		voted on by Shareholders (Part Two)
	COVID-19 pandemic, Fonterra may elect to hold this Annual
		- Governance and Representation Review related
	Meeting as an online only meeting, depending on the COVID-19
		Amendments to the Co-operative Council By-laws (Part
	restrictions that are in place for Thursday, 9 December 2021.
use		Three)
	Fonterra will provide Shareholders with as much notice as is
	reasonably practicable, by way of an announcement to the NZX		- 2020 Review of Council related Amendments to the
	and an email to Shareholders, if the meeting is to be held as an		Constitution and Explanatory Notes (Part Four)
	online only meeting.		• A Fonterra Board of Directors Election Voting Paper
	This Annual Meeting will follow the Ministry of Health
		• A Fonterra Board of Directors Candidate booklet
	COVID-19 guidelines. This means that everyone attending
		• A Fonterra Co-operative Council Voting Paper (for
	the meeting in person will need to comply with the current
	government requirements in relation to the hosting of		Shareholders in Wards 10, 13 and 19 only)
	meetings. These are presently to scan in using the COVID-19		• A Fonterra Co-operative Council Candidate booklet (for
	tracer app and to follow all requirements around wearing face
		Shareholders in Wards 10, 13 and 19 only)
	coverings and social distancing. If you are feeling unwell or
		• A Fonterra Directors' Remuneration Committee Voting
	have been to any COVID-19 locations of interest, we strongly
		Paper
	recommend you join the meeting virtually.
	Virtual Meeting		• A Fonterra Directors' Remuneration Committee Candidate
		booklet
			• A combined Annual Meeting Voting Paper/Proxy Form. Use
	To attend the meeting and participate online use
		this Voting Paper/Proxy Form:
	the following link to the virtual meeting platform:
		- To vote online or by post by 1pm on Tuesday, 7 December
	htt s://edge.media-server.com/mmc/go/Fonterra-Meeting
personal	2021.
	Shareholders attending and participating in the meeting		- If you are attending the Annual Meeting to vote in
	virtually via the online platform will be able to watch the
	Annual Meeting, vote and ask questions during the meeting.		person.
	Shareholders participating online will be required to enter their		- If you are unable to attend the Annual Meeting, and you
	name, contact number and supply number(s) for verification
		do not wish to vote online or by post, you can appoint a
	purposes.
		proxy to attend and vote on your behalf by completing
	More information regarding virtual attendance at the meeting		the Proxy Form and returning it to the address specified
	(including how to vote and ask questions virtually during the		on the freepost envelope included in the voting pack
For		or otherwise set out on the form, so that the Returning
	meeting) is available here:
	www.fonterra.com/online-meeting-guide		Officer receives it no later than 10.30am on Tuesday, 7
			December 2021.
			- If you are a company or other body corporate, you can
			appoint a representative to attend and vote on your
			behalf by completing the Proxy Form.
			Further instructions are on the back of the Annual Meeting
			Voting Paper/Proxy Form and on page 2 of this Notice of
			Meeting.

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES	1

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 Paper/Proxy Form.

electionz.com Limited has been authorised by the Board to receive, at the address specified on the freepost envelope onlyincluded in the voting pack or otherwise set out on the Voting

Paper, and count, all online and postal votes.

For the Annual Meeting Shareholders can also vote by attending the meeting in person or virtually, or by appointing a proxy or representative (who can attend the meeting in person or online to v te on their behalf).

All nline and postal votes must be received by the Returning Officer by 1.00pm on Tuesday, 7 December 2021.

Voting Entitlements

A Shareholder's voting entitlement is based on their milksolids
production. Shareholders will receive one vote for every 1,000
kilograms of milksolids supplied to Fonterra during the season
ended 31 May 2021.
useIf a Shareholder did not supply last season but now owns an
existing farm that supplied last season, the voting entitlement
wi	be based on that farm's supply last season or on the Board's
personalA Shareholder's voting entitlement for a farm is shown on
estimate of milksolids production for this season. In the case
of	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 e ded 31 May 2022. Milk supplied on Contract Supply and milk which is not backed by shares or counting vouchers is excluded from milksolids production when calculating voting entitlements.

In accordance with the Companies Act 1993, the Board has fixed 5.00pm on 11 November 2021 as the date for determining voting entitlements of Shareholders for this meeting.

Accordingly, those persons who are, at 5.00pm on 11 November 2021, registered as Shareholders will be entitled to vote at the Annual Meeting in respect of the shares registered in their name on that date backed by production.

the Voting Paper enclosed for that farm with this pack. If a Shareholder appoints a proxy or representative, the proxy

Foror epresentative will exercise that Shareholder's voting entitlement as described above.

Proxies or Representatives

Instructions to appoint a proxy or representative are outlined in this Notice of Meeting and the Combined Annual Meeting Voting/Proxy Paper. The Returning Officer will contact each proxy or representative ahead of the Annual Meeting to provide them with the necessary information required to enable them to participate in and vote during the Annual Meeting.

You may appoint the Chairman of the meeting or any director, or any other person, as your proxy (a proxy need not be a Shareholder). Where a Shareholder does not name a person as their proxy but otherwise completes the proxy form in full, or where a Shareholder's named proxy does not attend the meeting, the Chairman of the meeting will act as that Shareholder's proxy and will vote in accordance with that Shareholder's express direction.

The Chairman intends to vote any discretionary proxies, for which they have authority to vote, in favour of the resolutions.

All proxy or representative appointments must be received by the Returning Officer by 10.30am on Tuesday, 7 December 2021.

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 as early as possible to ensure that as many questions as possible are received and addressed at the appropriate time during the meeting.

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 resolutions will be passed if they are approved by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolutions.

The quorum for the meeting is present if not fewer than 50 Shareholders have cast postal votes (including by electronic means) or are present in person or by a representative, who between them hold or represent the holder or holders of not less than two per cent of the voting rights entitled to be exercised on the resolutions to be considered at the meeting.

There are no 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 Chairman has declared the results.

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.

2	FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES

Chairman's Letter

Dear farmers,

Our 2021 Annual Meeting will be held at the ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill on

Thursday 9 December 2021. Due to the current COVID-19 restrictions, this meeting will be held as a hybrid meeting and Shareholders
will be able to attend the meeting online.
only
At this year's meeting Miles and I will review the Co-operative's performance and direction, including our long-term strategy to 2030
which we announced in September. Shareholders are also being asked to vote on six ordinary business resolutions to:
1.	approve the remuneration of Shareholder Elected Directors;
2.	approve the remuneration of Co-operative Councillors;
3.	approve the remuneration of the Directors' Remuneration Committee members;
use
4.	approve the appointment of the Auditor;
5.	ratify the appointment of an Appointed Director, Mr Clinton Dines; and
6.	approve the Co-operative Council programme and budget.

Each of these ordinary resolutions require more than 50 per cent votes cast in favour on it to be passed.

There are also three special resolutions which Shareholders will be asked to vote on, to:

personal
1.	pprove Milk Price Panel related amendments to the Constitution;
2.	pprove Governance and Representation Review related amendments to the Constitution and the Co-operative Council By-laws;
	and

3. approve 2020 Council Review related amendments to the Constitution and Co-operative Council By-laws. Each of these special resolutions require at least 75 per cent votes cast in favour on them to be passed.

Immediately following the conclusion of the Annual Meeting, we will begin the Special Meeting to consider changes to our Capital Structure. A separate booklet containing the Notice of Special Meeting is also enclosed. It includes an overview of the recommended changes and details of the associated special resolution that Shareholders are being asked to vote on at the Special Meeting.

If you can't attend the Annual Meeting or Special Meeting in person or online, you can cast your vote online, by post, or by way of proxy. Further instructions on how to vote by all of these methods can be found on the respective voting papers in your voting pack.

I look forward to seeing as many of you as possible in Invercargill and online.

ForPeter McBride

Chairman

FONTERRA ELECTIONS 2021 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES	3