Fonterra Shareholders' Fund

The Fonterra Shareholders’ Fund provides investors an opportunity to invest in the performance of Fonterra Co-operative Group, a New Zealand based Co-operative.

The Fonterra Shareholders’ Fund (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 are able to 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 are able to 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.

Review the 2018 Fonterra Shareholders' Fund Interim Report

Read more about Shares and Units

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Board of the Manager of the Fund

John Shewan was appointed Chairman of the FSF Board in November 2012. He is currently an Adjunct Professor of Accounting at Victoria University. He chairs the Wellington Regional Stadium Trust, Munichre New Zealand Service Limited, Yealands Wine Group Limited and is Deputy Chair of the Partnership Schools Authorisation Board. John is also a Director of Munich Reinsurance Company of Australasia Limited and China Construction Bank (New Zealand) Limited. John was a partner at PriceWaterhouseCoopers from 1984 and chaired the firm in New Zealand from 2003 to 2012. John was appointed a Companion of the New Zealand Order of Merit for services to business in 2012.

Pip Dunphy has worked in New Zealand financial markets for more than 20 years, assisting local and offshore companies in capital raising and risk management. Pip's directorships include Abano Healthcare Group Limited, NZ Superannuation Fund, Transpower and the Academic Colleges Group Limited. She is also an Advisory Panel member of the Next Foundation

Kim Ellis was the Chief Executive Officer of listed company Waste Management NZ Limited for 13 years, until its sale in 2006. He currently chairs the Board of New Zealand Social Infrastructure Fund Limited and Metlifecare Limited. Kim also holds several directorships including Freightways Limited, Ballance Agri-Nutrients Limited, EnviroWaste Services Limited and the Port of Tauranga Limited. He is also a member of the Trust Board of Wanganui Collegiate School

Scott St John joined the Fonterra board in October 2016 and is currently CEO of First NZ Capital, and one of the country's leading investment advisors. He has almost 30 years of experience with funds management and securities transactions which have involved him advising the boards and senior managers of prominent companies and organisations in New Zealand and globally. His experience as a leader of a high-performing organisation has instilled in him a deep appreciation of the importance of engaging with people to drive success. Scott was appointed to the Council of the University of Auckland in 2009 and was appointed Pro-Chancellor in 2014. He is a director of Fisher and Paykel Healthcare and will be standing down from his role as CEO of First NZ Capital in early 2017.

Nicola Shadbolt was elected to the Fonterra Board in 2009. Nicola is a Professor of Farm and Agribusiness Management at Massey University and serves on the Boards of the International Food and Agribusiness Management Association, and Hopkins Farming Group Limited. She represents New Zealand in the International Farm Comparison Network in Dairying. Nicola and her husband live in the Pohangina Valley in the Manawatu, which is the base for the five farming and forestry equity partnerships they run, which include two dairy farms.

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Key Entitlements for Unit Holders

The number of units in the Fund corresponds to the number of shares in which economic rights are held for the Fund:

  • unit holders are entitled to have passed through to them an amount equal to any dividend payable in relation to a share in Fonterra (less any PIE tax, withholding tax or any other adjustments for tax in relation to that unit holder);
  • if Fonterra reconstructs or adjusts its shares, an equivalent reconstruction or adjustment will be made in respect of units;
  • if Fonterra makes bonus issues or rights issues of shares to its shareholders, corresponding issues of units will be made to unit holders; and
  • if there is an offer to acquire shares held by the Fonterra Farmer Custodian, the Fund will seek instructions from unit holders as to whether the offer should be accepted.

If a unit holder directs the Fund to accept the offer, the Fund will redeem units from such unit holder, and accept the offer for shares in proportion to that direction. The amount received from the sale of the shares will be paid by the Fund to the unit holder

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Unit Holder Voting Rights

Unit holders are entitled to attend and vote at unit holder meetings, and to elect three directors of the Manager of the Fund.

Unit holders 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.

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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 can be found in the Fund Prospectus on pages 122 – 123

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Exchange Waivers

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

View Waiver summary

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