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

Mary-Jane Daly

Chair

Biography

Carlie Eve

Director

Biography

Alastair Hercus

Director

Biography

Andy Macfarlane

Director

Biography

John Nicholls

Director

Biography

Information for unit holders

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.