Fonterra Shareholders' Fund

The Fonterra Shareholders' Fund (Fund) provides investors an opportunity to invest in the performance of Fonterra Co-operative Group.

The Fund is a registered managed investment scheme under the Financial Markets Conduct Act 2013.

Units are listed on the NZX Main Board and on the ASX, and can be freely bought and sold in the same way as any other listed security.

Outside investors who are not allowed to hold shares in Fonterra can invest in units in the Fund which gives them access to economic rights (such as distributions and capital movements), similar to those of a share.

Board of the manager of the Fund

John Shewan

Chairman

Biography

Mary-Jane Daly

Director

Biography

Kim Ellis

Director

Biography

Andy Macfarlane

Director

Biography

Donna Smit

Director

Biography

Our choice

Our Co-operative is currently consulting with farmers on potential options to change our capital structure.

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Information for unitholders

Trust Deed

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Trust Deed

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Key Entitlements for Unitholders

Unitholders are entitled to attend and vote at unitholder meetings, and to elect three directors of the Manager of the Fund.

Unitholders do not have any right to attend or vote or request the Fonterra Farmer Custodian to attend or vote, at any meeting of farmer shareholders. The Fonterra Farmer Custodian also does not have any voting rights at meetings of farmer shareholders, except on certain interest group resolutions. Situations, where interest group resolutions are required, are expected to be rare.

Maximum holding restriction

Under the Trust Deed, no Unit Holder and its associates (excluding Fonterra) can hold, or have a “relevant interest” in, more than 15% of the Units on issue or 15% of the voting rights in the Fund, whichever is lower.

The Trust Deed also contains enforcement provisions to ensure compliance by Unit Holders with this restriction. If Fonterra determines that a Unit Holder is in breach of this restriction, Fonterra may determine that the unit holder is not entitled to vote some or all of the units it holds in breach of the restriction and can require that the unit holder dispose of the units held in breach of the restriction. If the Units are not disposed of, the Manager or Fonterra can arrange for their disposal.

Fund Size Risk Management Policy

The Fund Size Risk Management Policy is designed to address the following requirements:

the key goals of the Fund are to supplement liquidity in the Fonterra Shareholders’ Market, thereby promoting price convergence,
and to provide flexibility for Farmer Shareholders;
the size of the Fund should remain within specified limits; and
the Fund size should be managed based on graduated responses.

It is important to note that a change in the number of units on issue does not, of itself, result in a dilution in per unit measures of financial performance (such as distributions per unit or earnings per unit). That is because changes in the number of units on issue need not (and typically will not) reflect any change in the number of shares on issue.

The Fund Size Risk Management Policy

The Fund Size Risk Management Policy can be found in the Fund Prospectus on pages 122 – 123.

Fund Prospectus and Investment Statement

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Fund Prospectus and Investment Statement

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Charters and Policies

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FSF Management Co. Ltd. Board Charter

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FSF Management Co. Ltd. Code of Conduct

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FSF Management Co. Ltd. Audit Committee Charter

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Exchange Waivers

Below are details of NZX exchange waivers that have been granted in respect of the Fund.

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NZX Regulation Decision June 2019

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View Waiver summary

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Related information

Dividends

Learn about our dividend policy and our dividend and distribution reinvestment plans.

Market Announcements

The latest NZX and ASX announcements as well as Fonterra news.

Results & Reporting

In this section, you will find our financial results and supporting materials.