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FONTERRA ELECTIONS 2016 BOARD OF DIRECTORS CANDIDATE HANDBOOK

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Page 1: FONTERRA ELECTIONS 2016 BOARD OF DIRECTORS · FONTERRA CO-OPERATIVE GROUP LIMITED ELECTIONS 3457 - Director Candidate Handbook All of our Directors must believe in and value the Co-operative

FONTERRA ELECTIONS 2016BOARD OF DIRECTORSCANDIDATE HANDBOOK

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FONTERRA CO-OPERATIVE GROUP LIMITED ELECTIONS 2016 - Director Candidate Handbook

CONTENTS

INTRODUCTION 3

FONTERRA’S GOVERNANCE REVIEW 4

GOVERNANCE EXPLAINED 5

ATTRIBUTES AND SKILLS 7

BOARD OF DIRECTORS’ ELECTION 10

2016 ELECTION DETAILS 11

NOMINATIONS: INDEPENDENT NOMINATION PROCESS 12

NOMINATIONS: SELF-NOMINATION PROCESS 13

INDEPENDENT SELECTION PANEL 14

ELECTION PROCESS 16

CANDIDATE PROFILE AND INTEREST STATEMENTS 17

REMUNERATION, BOARD MEETINGS AND BOARD CHARTER 19

CAMPAIGNING AND CODE OF CONDUCT 20

VOTING ENTITLEMENTS AND ELECTION RESULTS 22

VOTE PROCESSING 23

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FONTERRA CO-OPERATIVE GROUP LIMITED ELECTIONS 2016 - Director Candidate Handbook

Appointment of the Returning Officer

electionz.com has been reappointed as the Returning Officer by the Fonterra Shareholders’ Council. Warwick Lampp from electionz.com will again fulfil this role. Mr Lampp has been the Returning Officer since 2004.

Role of the Returning Officer

The Returning Officer is an independent appointee and conducts elections in accordance with Fonterra’s Election Rules, as well as with accepted standard election management practices, ensuring that the process is carried out with integrity, security and fairness to all parties.

In 2016, in addition to fulfilling the role of Returning Officer, electionz.com has also been appointed as the Secretariat for the Independent Selection Panel.

The Returning Officer’s decisions in all matters pertaining to the Elections are final.

Specific duties of the Returning Officer are:

• The compilation and certification of the electoral roll.

• Arranging the publication of any notices relating to the Election.

• Calling for and receiving nominations and Candidate Profile Statements.

• Verification of candidate eligibility and in the case of candidates wishing to stand under the Self-Nomination Process, verification of supporting entities.

• Receiving the list of candidates successfully nominated through the Independent Nomination Process.

• Compiling the list of candidates wishing to stand under the Self-Nomination Process.

• Candidate management and Candidate Profile Booklet production.

• Arranging the printing and distribution of Voter Packs.

• Processing and counting of votes.

• Handling all election related enquiries.

• Declaring the results.

The Election is being conducted by internet, fax and postal voting (including by electronic means). Voting in the Election closes 48 hours prior to the commencement of the Annual Meeting.

The Annual Meeting is scheduled for Thursday, 8 December at the Fonterra Darfield Site.

INTRODUCTION

This Handbook provides information about Fonterra’s 2016 Board of Directors’ Election. It is a guide only, for more detailed information contact the Returning Officer.

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FONTERRA CO-OPERATIVE GROUP LIMITED ELECTIONS 2016 - Director Candidate Handbook

In commencing our Governance and Representation Review some fundamental principles were identified:

• The primary role of the Co-operative is to maximise the value of our milk and grow our wealth

• A commitment to 100 per cent farmer control and ownership of our Co-operative

• A commitment to our Co-operative Principles

• There is strength in maintaining separate governance and representation roles of the Co-operative

• Governance will be enhanced through the Board having access to appropriate skills and experience in its members

• The importance of the representation role played by our Shareholders’ Council and of maintaining its clear role to support our Co-operative philosophy.

The outcome of this review is a new governance model approved by Fonterra’s shareholders in October 2016.

The key features of the new governance model are as follows:

• Reduction in the size of the Board from 13 to 11 Directors

• New balance of the Board to 7 Farmer Directors and 4 Independent Directors

• Modernised eligibility criteria for Farmer Directors

• An attributes and skills matrix for the Board

• A new Farmer Director Nomination Process that delivers:

• A confidential, rigorous assessment process with Board and Shareholders’ Council buy-in that will attract a broader range of Farmer Director candidates to better ensure access to the skills the Co-operative needs (Independent Nomination Process); and

• A choice for farmers by enabling candidates with the required level of Shareholder support to nominate themselves outside of this process (Self-Nomination Process)

• Replacing the current Single Transferable Vote system with a ‘First Past the Post, Majority’ voting system under which:

• Shareholders cast a yes or no vote for each candidate (with the maximum number of yes votes being equal to the number of vacancies)

• All candidates need at least 50 per cent support of votes cast to be elected to the Board; and

• Of the candidates that achieve 50 per cent support of votes cast, those with the highest number of votes are elected.

FONTERRA’S GOVERNANCE REVIEW

In 2016 Fonterra completed a comprehensive review of its governance and representation model that began in 2012.

The ultimate aim of this review was to ensure that we have processes and structures in place that will continue to deliver the required level and diversity of governance skills and experience to support our Co-op to grow our wealth over the next decade.

The consultation was wide-ranging, taking into account feedback, ideas and opinions in the development of a final proposal.

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GOVERNANCE EXPLAINED

When deciding whether to stand for the Fonterra Board it is important to have a good understanding of governance and what is required to be a valuable member of the Fonterra Board.

We appoint the Board to oversee Fonterra’s business by ensuring, among other things, that the business performs well, risks are managed prudently and that the business is sustainable over the long term through a well-conceived and well-executed strategy.

Under Fonterra’s Constitution, shareholders delegate to the Board authority to make all decisions that materially affect the Co-op’s performance (aside from the few key control rights specified in Fonterra’s Constitution that require majority or 75 per cent shareholder support).

To enable the Board to achieve this, one of its key responsibilities is to select and retain a competent CEO and to delegate the day to day management of the Co-op to the CEO and the Co-op’s management team. The delegation by shareholders of decision making authority to the Board, and by the Board to management, is a key feature of governance.

Owners’ interests are also served by legislation, such as the Companies Act 1993 and the Fonterra Shareholders’ Market Rules, which impose various obligations on the Board as well as statutory financial reporting obligations. The single most important statutory obligation of Directors on the Board is that all decisions are made in the best interests of the Co-op.

The way Farmer Directors are selected reflects the nature of the governance role. Farmers vote for the Board Directors based on milk solids supplied in the previous season that are backed by shares they hold. In other words, the number of votes you receive is based on the amount of milk you supply to the Co-op. The same system is used for voting on ordinary and special resolutions, including the ratification of Independent Directors.

Voting for Directors is on a national basis. This reinforces the role of the Board to act in the interests of the Co-op as a whole, rather than to represent any regional or other shareholder interest group.

Independent Directors are appointed to our Board by the existing Directors, subject to consultation with the manager of the Fonterra Shareholders’ Fund and ratification by farmers.

By way of contrast, the Shareholders’ Council carries out a purely representative role. It is there to ensure that the Board understand the concerns, needs and issues farmers have and to drive for improvements in returns for farmer shareholders.

The Institute of Directors in New Zealand summarises best practice governance into four pillars of value that underpin the role of a Director.

1) Determining purpose – A Board adds value by leading the development of the entity’s purpose, goals and strategy. A Board must take ownership of the entity’s strategic direction.

2) An effective governance culture – A Board adds value by acting as a team with a high-performance culture committed to engaged, quality governance of the entity. It celebrates debate, diversity, thoughtful challenge and dissent. Board Members are recognised for their commitment, candour and integrity. This culture is characterised by effective relationships between the Board Members and with management, shareholders and stakeholders.

3) Holding to account – a value-adding Board holds management strictly and continuously to account through informed, astute, effective and professional independent oversight. It does not do the job of management but ensures purpose and strategy are understood by management and implemented according to:

• A clear plan with proper resource deployment

• Task allocation

• Performance management.

Board and management responsibilities are clearly demarcated through delegated authorities and policies. CEO selection, scrutiny and succession processes are thorough and on-going.

4) Effective compliance – A Board adds value by ensuring the company is, and remains, solvent. It ensures the probity of financial reports and processes and a high standard of compliance with regulatory environments. Risk management is a key feature of the Board’s capability and the Board should scan and manage existing and prospective risks to the entity.

Source: The Institute of Directors in New Zealand, The Four Pillars of Governance Best Practice, 2012.

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Board’s Commitment to Good Governance

The Board of Fonterra is committed to achieving the highest standard of corporate governance and leadership.

To support the Board’s role a governance framework has been developed that reflects Fonterra’s unique characteristics and requirements as a significant New Zealand based co-operative competing in the global dairy market.

The Board has adopted a charter which it reviews and updates annually. The Board Charter outlines the key values and practices of Fonterra and provides a reference point for the Board and individual Directors in the execution of their duties. The Fonterra Board Charter is available on www.fonterra.com.

We focus on governance in a way that promotes:

• the interests of our farmer shareholders, unitholders and other key stakeholders

• Fonterra’s Co-operative philosophy, which is largely expressed through our Co-operative principles

• transparency, giving our farmer shareholders, unitholders and other stakeholders the information they need to assess our performance

• effective risk management and compliance to ensure that Fonterra meets its business objectives and all legal and reporting requirements

• an appropriate balance between the roles and responsibilities of the Board and Management

• communication with important stakeholder groups, including farmer shareholders, employees, customers, unitholders, debt investors, governments and the communities Fonterra works in.

Capabilities for Directors

Through the Governance Review it was acknowledged that it is increasingly critical in this rapidly changing world that Fonterra has world-class, experienced Board members.

Building capabilities and maintaining the highest standards of governance is critical to the on-going success of our Co-operative.

Every Fonterra Director is required by the Companies Act to act in the best interests of the Co-operative – not a Ward, or a particular group of shareholders – but the Co-op as a whole. This sets the context for quality governance but it is brought to life by ensuring we have people on our Board with the right mix of attributes, skills and experience required of our global company.

There is value in seeking diversity on a board in order to capture a wider set of experiences, outlooks and perspectives, and the Fonterra Board takes this into account when appointing Independent Directors. While diversity will continue to be an important consideration, it will always be important to ensure that we have the right attributes, capabilities and skills across the Board.

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All of our Directors must believe in and value the Co-operative and be able to demonstrate that they have the attributes and skills needed to deliver governance at a level expected for a global dairy business.

Directors on most boards operate within a band of governance experience, from the most experienced through to those who are newer to the particular role, organisation or industry. Over time, newer directors gain more experience and this helps ensure that there is succession on a board as well as a range of views and perspectives.

In order to attract the best candidates for our Board, we will need to access the attributes and skills that we know are in our farmer shareholder base that will result in the right balance of experience and ability on the Board over time. It is important for potential candidates and for all our farmer shareholders to be clear on what is required on our Board to deliver the necessary performance and to set up our Co-operative for success in the future.

Based on our discussions during the Governance and Representation Review and the extensive work we have done on what makes for a well-functioning board, we have identified a list of attributes (described below) that each Director of our Co-operative must be able to demonstrate. For some of these attributes, a Director will continue to develop expertise but it is important that they are able to show that they have the attribute and the ability to keep developing in their role as Directors of our Co-operative.

In addition to these required attributes, our Board requires a set of skills to deliver good governance. There is no expectation that each Director will have all of these skills but it is important that they are appropriately represented across the Board. Some Directors will have strengths in some of the skills while others might be still developing them or will be able to rely on fellow Directors to provide guidance and expertise in particular areas.

It is also important that the skills required for our Board take into account the types of opportunities and challenges that the Co-operative will face in the future, and ensure we are developing the skills that may not be needed currently but will be critical going forward.

This means that the search for skills on the Board should always be looking to extend and build on current expertise. The Fonterra Board Skills List (described below) should never show that all skills are currently being delivered – it works best when it shows the aggregate skills that are shared across the Board as well as the skills that will be needed to deliver on the strategy in coming years This should result in a balanced mix of skills related to the current and future requirements of the Board.

A Director needs to demonstrate each of the attributes but does not need to be able to demonstrate each of the skills. The key requirement for a Director is that they are able to meet the governance requirements at the level required for our Co-operative. From time to time, we will identify particular skills that may be needed on the Board. Prospective candidates should not see the full list of skills or any particular set of skills as a pre-requisite or as eligibility requirements but rather as some of the things to take into account in considering if they would meet the overall requirements for a Fonterra Director.

Attributes

We consider that there are certain attributes that all of our Directors must be able to demonstrate. These are the core requirements, and you should consider them carefully as you will be asked to show how you are able to deliver on each attribute.

• Understanding of and commitment to the highest standards of governance

• Understanding of and empathy with the Co-op • Ability and knowledge to comprehend the wider

commercial and economic framework in which Fonterra operates

• Broad governance experience• Proven track record of creating value for shareholders• Global perspective• Time available to undertake a Director’s responsibilities• Sound judgement• Ability to apply strategic thought to important issues• Ability to question, challenge and critique• Unquestioned honesty and integrity.

ATTRIBUTES AND SKILLS

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Skill Category Definition

In Depth Dairy Farming Experience Has deep “on farm” dairy knowledge, having run or owned a dairy operation as a member of our dairy Co-operative.

Dairy Industry/ Understand Value Drivers of Milk Price/ profit

Well versed in and has in-depth expertise in what drives Fonterra’s milk price and of the profit drivers of the global Co-operative.

Financial Experience Has strong financial skills and knowledge gained through business management or is a highly experienced auditor, or has functional expertise in a senior financial position to make them a qualified financial expert.

Risk Management Experience Has had senior level experience in, or has advised at a high level to organisations that have significant risk management including reputational risk management.

CEO Experience of large operating business (>$1bn)

Has functional experience as CEO of a large operating business and has had involvement in developing strategy and leading implementation. Has had experience in human resource/ people management.

Global Manufacturing/ Commodity Experience

Has experience running manufacturing assets in order to maximise financial return/or experience at a senior level in a global commodity business.

Global Consumer Experience Has had a senior level role in a consumer-oriented, retail or consumer goods company with significant global brands.

Commercial/ Value creation track record

Has been the primary person responsible for driving significant value creation of either a private or public organisation.

Global Experience/ Understanding Has a deep understanding of international issues, has had on the ground experience in Asia or other emerging markets, or has a proven global mindset.

Skills List

Our strength as a co-operative relies on us being able to maximise the opportunity for our farmer shareholders to move from their farming businesses to the board room.

An appreciation of the experience and skills required to make that transition and access to adequate training are essential for any farmer shareholder who wants to become a Fonterra Director.

We expect our Board to have access to Directors with on-farm dairy knowledge based on having run or owned a dairy operation as a member of our dairy Co-operative, who are well versed in what drives Fonterra’s Farmgate Milk Price and the profitability in our global Co-operative, and who demonstrate strong co-operative values.

For a number of Director Elections, we have used a skills list made up of the skills the Board requires to govern Fonterra- a complex, international Co-operative, operating in multiple markets, answering to diverse stakeholders, and delivering value to its owners. This skills list has been updated regularly and published in Farm Source and the documents for the Director Elections each year. The list has also been used to help with the selection and appointment of our Independent Directors. In addition to keeping the skills list updated, the Board has considered the relative weighting of how much of each skill is needed on the Fonterra Board. This weighting can be used to establish how much of each skill we need on the Board over time (ie. how many directors need to exhibit each skill and to what level).

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Skills Matrix

The Fonterra Board, with the assistance of external advisors, has produced a Skills Matrix. The purpose of the Skills Matrix is to show:

• the aggregate skills of the current Board

• for each skill the required level of that skill across the whole Board and the desired level of that skill

The Board has determined these required and desired levels based on the right mix of skills to govern Fonterra currently, the present composition of the Board and the future strategic needs of the business.

The Skills Matrix uses blue horizontal bars to show the current aggregated skill of the Board. The whole of each blue bar represents the aggregated level for each skill, and the lighter shading within those bars represents the skills of the three directors who are retiring by rotation in the current year.

The Skills Matrix will be provided to prospective candidates and to farmer shareholders to show them the skills that the Board is looking for over time, and should be used as guidance. The Skills Matrix will be supplied to the Independent Selection Panel to assist them as they assess the best candidates for the Board, and the Matrix will also provide useful information for farmers when making voting decisions.

Based on this Skills Matrix (see below) the Board has prioritised a list of targeted skills for the Board:

(a) Global Consumer Experience

(b) Global Experience/Understanding

(c) Financial Experience; and

(d) Risk Management Experience

Prospective candidates should consider these targeted skills, but should also consider the broader set of skills as they may be able to demonstrate strengths and potential in some or all of these broader skills that would still make them worthy of consideration.

2016 Skills Matrix

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The Board’s role is to govern Fonterra, including setting its strategic direction, determining high-level policies, allocating resources and driving the company’s performance.

Under the governance model approved in October 2016 Fonterra will have seven Farmer (shareholder-elected) Directors and four appointed Directors. At the 2016 Annual Meeting the number of Farmer Director seats will be reduced by one from nine to eight. At the 2017 Annual Meeting the number of Farmer Director seats will be further reduced by one from eight to seven.

Shareholders can exercise control of their Co-operative by voting in the election of shareholder-elected Directors.

Candidate Qualifications

A candidate for Fonterra’s Board of Directors, Directors’ Remuneration Committee or Shareholders’ Council Elections must have a direct or indirect interest in a Shareholder that is supplying Milk to Fonterra which comprises either:

(a) a direct or indirect legal or beneficial interest in that Shareholder (including as a beneficiary of a trust); or

(b) a right or entitlement to participate (directly or indirectly) in the distributions of, or made by, that Shareholder,

and, without limiting the entities, arrangements or structures through which any such interest may arise or be held, a person will be deemed to hold such an interest if he or she:

(c) is a Shareholder that is supplying Milk to the Company; or

(d) is a shareholder of a company that is a Shareholder that is supplying Milk to the Company; or

(e) is a member of a partnership that is a Shareholder that is supplying Milk to the Company.

No person shall take office as a Director unless he or she has signed a Confidentiality Deed and Indemnity in the form determined by the Board relating to information he or she may receive in his or her capacity as a Director.

Candidates can stand for the Board of Directors, Shareholders’ Council and the Directors’ Remuneration Committee but they can only hold one elected position.

Existing Directors standing for re-election under the Independent Nomination Process must complete the candidate’s section of the Nomination Paper and return it to the Returning Officer by 12 noon on Tuesday, 25 October 2016.

Director Eligibility to Supply Milk Under Contract to Fonterra

Prospective candidates should note that the Rules relating to Contract Milk and Growth Contract Milk provide that Directors, and their associated persons, may supply Contract Milk or Growth Contract Milk to Fonterra on the conditions that:

(a) The Contract Supply terms require the supplier to share-up over the term of the Contract; and

(b) Any Director in this circumstance should ensure full disclosure.

Certain Persons Disqualified From Membership

Section 151(2) of the Companies Act 1993 specifies disqualifying criteria in respect of appointment or holding office as a Director of Fonterra.

Financial Service Provider Eligibility

Fonterra is a registered Financial Service Provider, in order to enable it to provide certain financial services, including offering securities such as co-operative shares to the public. Should a director be disqualified from being a director of a Financial Service Provider, Fonterra will not be able to retain its registration. In order to manage this risk with any incoming directors, nominees are required to disclose any ineligibility to be a director of a Financial Service Provider, and must consent to a criminal history check for this purpose should they be elected.

Shareholders will be informed of any candidates who are ineligible to be directors of a Financial Service Provider, and the implications of this for Fonterra.

As current Directors have undergone these checks, they are exempt from this requirement.

BOARD OF DIRECTORS’ ELECTION

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Board of Directors

Nominations are open for the Fonterra Board of Directors’ Election. As the number of Farmer Director seats will reduce by one at the close of the 2016 Annual Meeting, Shareholders are required to elect two Directors in a nationwide vote.

Election Method

The Board of Directors’ Election will be held:

• Across Fonterra shareholders nationwide.

• By internet, fax and postal voting (including by electronic means).

• Using the First Past the Post, Majority system. All candidates will require the support of at least 50 per cent of Shareholder votes cast to be successful.

If there are two or fewer valid nominations shareholders will be asked to vote on those candidates and each candidate must achieve more than 50% support to be appointed to the Board.

If there are more than two valid nominations and an election is required, candidates’ names will be listed in random order on the Voting Paper.

The electoral roll, currently estimated at approximately 10,500 shareholders, will be compiled from a snapshot of the share Register taken on Monday, 14 November 2016.

Voting entitlements for the Directors’ Election are calculated on the basis of milksolids production. Shareholders will receive one Voting Paper per farm and have one vote for every 1,000 kilograms of milksolids supplied from that farm to Fonterra last season (2015/2016) or, for dry farm conversions and farm amalgamations/divisions, one vote for every estimated 1,000 kilograms of milksolids to be supplied this season (2016/2017). Milk supplied on Contract Supply and milk which is not backed by shares (Unshared Supply) is excluded from milksolids production when calculating voting entitlements.

“First Past The Post, Majority” Voting System

The Farmer Directors’ Election will take place using First Past The Post, Majority voting. Each Shareholder must vote yes or no for each candidate, shareholders can only vote yes for as many candidates as there are seats to be filled, but may vote no for as many candidates as they wish.

To be elected to the Board a candidate must obtain at least 50 per cent support from Shareholders who have voted. Of the candidates that get 50 per cent support, the candidates with the highest number of votes will be appointed.

If not enough candidates obtain 50 per cent support:

• Another election must be held for the unfilled positions

• Shareholders’ Council will have discretion to set rules for a second election depending on circumstances at the time – the focus will be on the most efficient process – with a likely 1-2 month timeframe

• If it sees a need, Board can use its constitutional power to make a temporary appointment to fulfil requirements of the Constitution until the next election.

2016 ELECTION DETAILS

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Key Dates

• Nominations open on Saturday 15 October 2016.

• Nominations close at 12 noon on Tuesday, 25 October 2016.

Nomination Papers

Each nomination must be made on the official Nomination Paper. Nomination Papers are available from the Returning Officer.

Each Nomination Paper must be accompanied by a Candidate Profile Statement (which must include an interest statement) and photo at the time of lodging the Nomination Paper (refer page 17).

The photo must be of the candidate only, i.e. no hats, pets, other people or objects included.

Directors Standing for Re-Election

Directors standing for re-election must complete the candidate’s section of the Nomination Paper and return it to the Returning Officer by 12 noon on Tuesday, 25 October 2016.

Such candidates do not need to make the Statutory Declaration or consent to a criminal history check.

Completion of Nomination Paper

• Director candidates wanting to stand under the Independent Nomination Process can nominate themselves and do not need to be nominated or seconded by any other shareholders.

• The candidate must complete and sign the appropriate sections of the Nomination Paper.

• If a candidate is unable to sign the Nomination Paper (e.g. absent overseas), a letter of consent signed by the candidate is acceptable to attach to the Nomination Paper.

• If a candidate is commonly known in the community by a slightly different name (e.g. Edward Smith is commonly known as Ted Smith) and has been known by this name for at least the last six months (to the satisfaction of the Returning Officer), the commonly known name may appear on the Voting Paper.

• Each candidate must declare their Supply Number on the Nomination Paper.

• The Statutory Declaration that is attached to the Nomination Paper is an integral part of that document, and must be completed and signed in the presence of a person authorised to take such declarations.

Candidate names will appear randomly on the Voting Paper, family name first, followed by given names.

Candidates are not permitted to use honours, official designations, ranks, or Dr and/or Professor as part of their name on the Voting Paper.

Specifying honours, degrees or qualifications (e.g. BBS, BSc, B Ag Sci, Dip Tech) on the Voting Paper after a candidate’s name is also not permitted, however they may be included in the Candidate Profile Statement.

Lodgement of Nomination Paper

Nominations close at 12 noon on Tuesday, 25 October 2016.

• Nomination Papers must be received in the hands of the Returning Officer no later than the above time and date.

• Once lodged, Nomination Papers are checked to ensure the candidate is eligible.

• The lodgement of Nomination Papers should not be left to the last minute. Should a Nomination Paper be lodged late on the morning nominations close, and be incorrectly completed or an ineligible nominator be provided, there may be insufficient time to correct the situation and the Nomination Paper could be invalidated.

• Nomination Papers can be mailed to The Returning Officer, Fonterra Board of Directors’ Election, PO Box 3138, Christchurch 8140, but should a Nomination Paper be received by the Returning Officer after the close of nominations, the nomination will be invalid.

• Written confirmation (by email) of an accepted nomination will be given as soon as the Nomination Paper is verified.

After the Close of Nominations

Once nominations have closed, the Independent Selection Panel assessment process takes place. Following the Independent Selection Panel Process candidates who have been successfully nominated to proceed to the Director Election must advise the Returning Officer by 12 noon on Friday, 4 November 2016 if they wish to continue with their candidacy.

The final list of all candidates who have been nominated as Independent Nomination Candidates and have accepted their nominations will be notified by media release and on Farm Source at www.fonterra.com on Friday, 4 November 2016.

Independent Nomination candidate names and any Self-Nomination candidates will be drawn by lot by the Returning Officer and printed on the Voting Paper in the order in which they were drawn.

Voting Papers will be distributed to shareholders from Monday, 21 November 2016. Voting closes at 10.30am on Tuesday, 6 December 2016.

Candidates who opt to use the Independent Nomination Process in any year and are not successful cannot then stand outside of that process in the same year.

NOMINATIONS: INDEPENDENT NOMINATION PROCESS

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NOMINATIONS: SELF-NOMINATION PROCESS

Key Dates

• Nominations open on Friday 4 November 2016.

• Nominations close at 5pm on Thursday, 10 November 2016.

Nomination Papers

Each nomination must be made on the official Nomination Paper. Nomination Papers are available from the Returning Officer.

Each Nomination Paper must be accompanied by a Candidate Profile Statement (which must include an interest statement) and photo at the time of lodging the Nomination Paper (refer page 17).

The photo must be of the candidate only, i.e. no hats, pets, other people or objects included.

Each nomination paper must be accompanied by a completed Farmer Director Endorsements form filled out by 35 separate entities who support the candidate.

Completion of Nomination Paper

• Director candidates wanting to stand under the Self- Nomination Process need to be obtain the support of 35 different entities who are Shareholders. These 35 shareholding entities must complete the Farmer Director Endorsements form which accompanies the candidate’s Nomination Paper.

• The candidate must also complete and sign the appropriate sections of the Nomination Paper.

• If a candidate is unable to sign the Nomination Paper (e.g. absent overseas), a letter of consent signed by the candidate is acceptable to attach to the Nomination Paper.

• If a candidate is commonly known in the community by a slightly different name (e.g. Edward Smith is commonly known as Ted Smith) and has been known by this name for at least the last six months (to the satisfaction of the Returning Officer), the commonly known name may appear on the Voting Paper.

• Each candidate must declare their Supply Number on the Nomination Paper.

• The Statutory Declaration that is attached to the Nomination Paper is an integral part of that document, and must be completed and signed in the presence of a person authorised to take such declarations.

Candidate names will appear randomly on the Voting Paper, family name first, followed by given names.

Candidates are not permitted to use honours, official designations, ranks, or Dr and/or Professor as part of their name on the Voting Paper.

Specifying honours, degrees or qualifications (e.g. BBS, BSc, B Ag Sci, Dip Tech) on the Voting Paper after a candidate’s name is also not permitted, however they may be included in the Candidate Profile Statement.

Lodgement of Nomination Paper

Nominations close at 5pm on Thursday, 10 November 2016.

• Nomination Papers must be received in the hands of the Returning Officer no later than the above time and date.

• Once lodged, Nomination Papers are checked to ensure the candidate is eligible).

• The lodgement of Nomination Papers should not be left to the last minute. Should a Nomination Paper be lodged late on the morning nominations close, and be incorrectly completed or an ineligible nominator be provided, there may be insufficient time to correct the situation and the Nomination Paper could be invalidated.

• Nomination Papers can be mailed to The Returning Officer, Fonterra Board of Directors’ Election, PO Box 3138, Christchurch 8140, but should a Nomination Paper be received by the Returning Officer after the close of nominations, the nomination will be invalid.

• Written confirmation (by email) of an accepted nomination will be given as soon as the Nomination Paper is verified.

After the Close of Nominations

Once nominations have closed, the final list of all candidates who have been nominated as Independent Nominated candidates and have accepted their nominations and those standing as Self-Nomination candidates will be notified by media release and on Farm Source at www.fonterra.com on Friday, 14 November 2016.

Independent Nomination candidate names and any Self-Nomination candidates will be drawn by lot by the Returning Officer and printed on the Voting Paper in the order in which they were drawn.

Voting Papers will be distributed to shareholders from Monday, 21 November 2016. Voting closes at 10.30am on Tuesday, 6 December 2016.

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The Independent Selection Panel – An Introduction

The Independent Selection Panel is a joint initiative between the Fonterra Board of Directors (Board) and the Fonterra Shareholders’ Council (Council) however, its membership and operations are independent of Fonterra.

Set up in 2016, the Panel process is designed to provide candidates with a confidential, comprehensive, totally independent assessment of their skills and experience against the skills required by the Board in any year and, to provide Shareholders with independent and comprehensive information about recommended candidates.

The Independent Selection Panel assessment is open to all Director Candidates who opt to go through the Independent Nomination Process.

This section of the Handbook provides information about the Independent Selection Panel, its process and timeframes.

Independent Selection Panel Key Process and Administrative Information

Panel Membership

Panel membership consists of an independent member appointed by the Board, an independent member appointed by the Shareholders’ Council and an independent Chair, appointed by those two members.

2016 Panel Membership

The details of the 2016 Panel appointees will be provided to all Shareholders with the Independent Selection Panel’s search brief.

The Members must be independent of Fonterra and, as a group, shall be highly respected in the field of governance, have an understanding of Fonterra, and be appropriately qualified to assess and select Farmer Director candidates for the Fonterra Board. Members appointed by the Board or Council shall be appointed for a minimum term of two years and a maximum term of four years. It is intended that, with the exception of the first year (in which no Panel member will retire) and second year (in which one Panel member will retire after a two year term), Panel members will serve a three year term.

Functions

The functions of the Independent Selection Panel are:

(a) Determination of the search brief and assessment criteria for intending candidates for election as Farmer Directors based on:

1. the list of required attributes that every Director must be able to demonstrate; and

2. the skill requirements identified by the gap analysis in the Fonterra Board Skills Matrix.

(b) Publication of the search brief to Shareholders. The brief must contain sufficient information to ensure a level playing field for all candidates;

(c) Engagement of suitably qualified search firm(s) where necessary;

(d) Provision of a rigorous assessment of the attributes, skills and experience of candidates for the Fonterra Director Elections that have applied under the Independent Nomination Process;

(e) Provision of confidential assessment results to candidates;

(f) Provision of a recommended set of candidates (equal to the number of vacancies to be filled);

(g) Provision of a report on the process undertaken by the Panel for inclusion in the relevant Notice of Meeting.

Independent Secretariat

The Panel appoints an independent Secretariat to carry out the administration functions.

Confidentiality

The identity of candidates participating in the Independent Nomination Process remains confidential until the recommended candidates have been informed and have confirmed their candidacy with the Returning Officer.

Candidate Eligibility

Only candidates who have lodged an application for the Independent Nomination Process with the Returning Officer and meet all candidate qualifications are eligible for assessment by the Independent Selection Panel.The Independent Nomination Process will begin as soon as nominations close.

Information Required by the Independent Selection Panel

Candidates who wish to undergo the Independent Nomination Process will be asked to provide biographical background information including:

• Relevant qualifications;• Relevant experience;• Two referees who can validate relevant experience and

capability in the review areas.

INDEPENDENT SELECTION PANEL

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Verification

The Independent Selection Panel Secretariat and / or the Independent Chair will take whatever steps are appropriate to authenticate and validate applications. Reference checks where required will be conducted by the Independent Chair.

Candidate Feedback

Following the conclusion of the Panel’s assessments, a Panel member will contact each candidate to advise and discuss the assessment for that candidate.

Assessment Output

Candidates will be informed of the assessment process after submitting their applications.

The reasons for the Independent Selection Panel’s recommendation (which may include details of its assessment) will be made public to shareholders in their Voting Packs. The results of the assessment for unsuccessful candidates and / or candidates who decide not to proceed with their candidacy will be kept confidential.

Independent Selection Panel Terms of Reference

The full terms of reference for the Independent Selection Panel are available on request from the Returning Officer.

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Key Dates

For further information or additional copies of this Handbook, please phone the Returning Officer, Warwick Lampp, on the election Helpline, freephone 0800 666 034.

Applications Open Saturday, 15 October 016

Applications Close 12 noon on Tuesday, 25 October 2016

Independent Selection Panel Interviews Monday, 31 October 2016 and Tuesday, 1 November 2016

Feedback provided to Candidates Wednesday, 3 November and Thursday, 4 November 2016

Last Day for successful Independent Nomination Candidates to confirm their candidacy with the Returning OfficerIndependent Nomination Directors’ Election Candidates AnnouncedNominations open for Self-Nomination Process

Friday, 4 November 2016

Friday, 4 November 201612 noon on Friday, 4 November 2016

Nominations close for Self-Nomination Process 5pm on Thursday, 10 November 2016

Director Election Candidates Announced Wednesday, 16 November 2016

Delivery of Voting Papers to Shareholders BeginsVoting Opens

Monday, 21 November 2016Voting opens at midnight

Directors’ Election Candidate Roadshow Tuesday, 22 - Friday, 25 November 2016

Voting Closes 10.30am on Tuesday, 6 December 2016

Official Declaration of Results Tuesday, 6 December 2016

Fonterra Director Candidate meetings

Candidates are required to attend the 2016 Fonterra Director Candidate meetings.

Chaired by the Chairman of the Fonterra Shareholders’ Council, these meetings provide a controlled setting in which Candidates meet with and answer questions from Fonterra Shareholders with a focus on explaining how their governance skills and attributes meet the requirements of both the Fonterra Board and Shareholders.

The format of the meetings will be that of a panel discussion whereby candidates are first provided an allotted time to introduce themselves before the Chair takes questions from the floor and moderates.

The Chair may also use their discretion to put to the candidates any key governance-related questions.

The 2016 Candidate meetings will be held at seven locations throughout the country, starting in Whangarei on Tuesday, 22 November and finishing in Gore on Friday, 25 November.

The dates and locations are set out as follows:

Date Time Location Venue

Tuesday, 22 November 7.00pm Whangarei Barge Showgrounds, 127 Bank Street, Whangarei

Wednesday, 23 November 11.30am Hamilton Mystery Creek Events Centre, 125 Mystery Creek Rd, Hamilton

Wednesday, 23 November 7.00pm Rotorua Novotel Hotel, Lake End, Tutanekai St, Rotorua

Thursday, 24 November 10.30am Stratford TET Multi Sports Centre, 65 Portia St, Stratford

Thursday, 24 November 7.00pm Palmerston North Palmerston North Convention Centre, 354 Main St, Palmerston North

Friday, 25 November 10.30am Ashburton Ashburton Trust Event Centre, 211 Wills Street, Ashburton

Friday, 25 November 7.00pm Gore Heartland Hotel Croydon, 100 Waimea Street, Croydon

Further details around the Director Candidate meeting logistics and conduct can be obtained from the Returning Officer.

ELECTION PROCESS

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Candidate Profiles

Each candidate (whether participating in the Independent Nomination Process or the Self-Nomination Process) must provide a Candidate Profile Statement with the Nomination Paper sent to the Returning Officer.

These are collated by the Returning Officer into one document and forwarded to shareholders with the Voting Papers.

If a Profile Statement is not provided by a candidate, then the nomination will not be accepted. The Profile must also include an Interest Statement, detailing any business, investment or other relationships the candidate has with Fonterra or with any third party that transacts with Fonterra or carries on business in competition with Fonterra.

Other Candidate Information

For candidates standing in the Independent Nomination Process the Candidate Profile Statement is in addition to the information required by the Independent Selection Panel, listed in the section of this handbook titled “Information required for the Independent Selection Panel and the Independent Selection Panel’s search brief. The documents required for the Independent Selection Panel Process will not be published with the Voting Papers but the Independent Selection Panel’s recommendations may reference this material.

Format and Content

• Maximum of 800 words excluding the candidate’s name and Interest Statement.

• A4 format.

• Candidates are expected to include the following information in their candidate profile:

• A description of how a candidate believes they demonstrate each of the attributes required to be a Director on the Fonterra Board (the required attributes are listed on page 7).

• A description of which skills of the Fonterra Board Skills List a candidate possesses, with particular emphasis on the skills that have been identified as targeted skills in 2016 (as listed on page 9).

• A general statement regarding the candidate and the candidate’s views, policies and intentions if elected.

• Must be provided by email in a Microsoft Word document that has been spell checked and word counted.

• Must include a recent (i.e. less than one year old) colour photograph of the candidate only (photos do not have to be passport size). Photos should be electronically scanned as jpegs (.jpg) at a minimum of 300 dots per inch (dpi) and sent to the Returning Officer by email. Hard copy photos will also be accepted. They will then be scanned and cropped to a head and shoulders shot by the Returning Officer and included with the Profiles.

N.B. Photos will not be returned to candidates.

• Must be plain text, but special formatting (bold, italics, underlining, bullet points, quote marks) is permitted.

If the Returning Officer is not satisfied that a Candidate Profile Statement complies with the Rules, the Returning Officer will return the Profile Statement to the candidate outlining the reasons for its return. The candidate will be given reasonable time to submit an amended Candidate Profile Statement.

A candidate fails to provide a Candidate Profile Statement if the candidate:

• Fails to submit an amended Candidate Profile Statement within the reasonable time specified by the Returning Officer; or

• Submits an amended Candidate Profile Statement that, in the opinion of the Returning Officer, does not comply with the requirements.

The Returning Officer is not required to verify or investigate any information included in a Candidate Profile Statement. However, profiles will be checked for accuracy regarding any representations concerning Fonterra. To encourage consistency, the Returning Officer may suggest formatting changes, including spelling or grammar, but takes no responsibility for accuracy or content of Candidate Profile Statements.

A disclaimer concerning the accuracy of the information contained in the Candidate Profile Statements will be published with the Profiles.

CANDIDATE PROFILE AND INTEREST STATEMENTS

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Candidate Interest Statements

The Profile must include an Interest Statement, detailing any business, investment or other relationships the candidate has with Fonterra or with any third party that transacts with Fonterra or undertakes business in competition with Fonterra.

If a candidate does not provide an Interest Statement within his/her profile, then the nomination will not be accepted.

Suggested Format of Interest Statements

Example Only

CANDIDATE INTEREST STATEMENT

Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with the Fonterra Group or carries on business in competition with the Fonterra Group

1. I am a supplying shareholder of Fonterra (in my name) and hold [ ] Fonterra shares.

AND/OR

I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets Conduct Act 2013) and hold [ ] Fonterra shares.

AND/OR

[An] Associated Person[s] (as defined in the Financial Markets Conduct Act 2013) [is a/are] supplying shareholder[s] of Fonterra and hold[s] [ ] Fonterra shares.

2. I am a shareholder and director of X Limited which provides farm consultancy services to the Fonterra Group.

3. I am a shareholder of Y Limited, which carries on business as a manufacturer of ice-cream, in competition with Fonterra Group companies.

4. My partner is a senior employee of Z Limited, which is involved in the expansion of the [name of] manufacturing site.

5. An Associated Person (as defined in the Financial Markets Conduct Act 2013) holds shares in Tatua Co-operative Dairy Company Limited.

To the best of my knowledge and belief the disclosures set out above are full and complete.

Full name of candidate: Signed:

Dated:

Directors’ Interests - After Election

Successful candidates who are elected to the Fonterra Board must observe the requirements contained in the Companies Act 1993 in relation to transactions involving self interest.

Details of interests are entered in the Interests Register, which is available for inspection by shareholders, and extracts of which are published in the Fonterra Annual Report. Directors are also subject to the requirements of the Financial Markets Conduct Act 2013. This requires details of any holdings or transactions in Fonterra securities to be promptly disclosed to the NZX.

Queries

Any queries regarding the content, format, or method of submitting a Candidate Profile Statement must be directed to the Returning Officer prior to submitting the nomination.

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Director Remuneration and Benefits

The Directors’ Remuneration Committee recommends payments and other benefits to the shareholder-elected Directors each year. These are approved by shareholders at the Fonterra Annual Meeting.

Currently Directors’ fees are $165,000 per annum. The Board Chairman’s fee is currently $405,000 per annum.

Expenses

Each Director is entitled to be paid for all reasonable travel, accommodation and other expenses incurred by the Director in connection with their attendance at meetings or in connection with Fonterra business.

Board Meetings

General business Board meetings are held seven times per year.

One week before each meeting, agenda papers and other materials are circulated to the Directors. Additional Board meetings or teleconferences may be held to deal with business in a timely manner.

Directors will also usually be appointed to one or more Board committees and be expected to fully participate in these.

Directors are also often requested to make presentations or represent Fonterra at field days, farmer events, conferences and meetings.

When Do Newly Elected Members Come Into Office?

Successful candidates take office at the conclusion of Fonterra’s Annual Meeting.

Board Charter

The Board has adopted a Charter which outlines the key values and practices of the Fonterra Board. The Charter provides further reference for Directors in the execution of their role. A copy of the Charter is included with this Candidate Handbook.

REMUNERATION, BOARD MEETINGS AND BOARD CHARTER

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Campaigning

• Election campaigning commences from the time a candidate’s nomination is sent to the Returning Officer or when a person publicly portrays him or herself as being a candidate (whichever is the earlier), but must cease by the close of voting, 10.30am on Tuesday, 6 December 2016.

• Candidates for the Board of Directors Election must comply with the Code of Conduct set out below.

In particular:

• Candidates are not permitted to carry out any form of advertising, including letters, fliers, personal websites, blogs, social media, radio, television or printed or electronic publications, as specified in Clause 7 of the Code of Conduct for Candidates during Director Elections.

• No election material may contain any untrue or defamatory statement.

• No election material may contain an imitation Voting Paper which has the names of the candidates with any direction or indication as to the candidate a person should vote for, or in any way contain any similar direction or indication likely to influence the voter.

• Voting Papers are not permitted to be collected from electors by candidates or their assistants. Votes must be personally cast by electors by using the internet or by completing and returning the Voting Paper to the Returning Officer by fax or post.

• No election material may contain any use of Fonterra logos or branding, or photos or images of Fonterra property or resources.

• The Returning Officer has the power to consider breaches of the Code of Conduct, including having the discretion to disqualify a candidate from the election, or take other action that he sees fit.

• The Returning Officer’s decision regarding compliance with the Code of Conduct shall be final, in accordance with the powers vested in the Returning Officer under Clause 6.1 of the Election Rules.

Fonterra Co-operative Group Limited

(Fonterra)

Code of Conduct for Candidates during Director Elections

Purpose of this document

A Clauses 12.2 and 16.1 (b) of the Constitution of Fonterra provide that the Shareholders’ Council establishes rules for the election of Directors of Fonterra.

B Clause 5.2 of the Rules for Election of Directors of Fonterra Co-operative Group Limited (Election Rules) provides that every candidate shall abide by the Code of Conduct adopted by the Shareholders’ Council in respect of the Fonterra election of Directors.

C The objective of this Code of Conduct is to allow candidates to represent their skills and experience to supplying shareholders with a minimum of restriction while still:

i) Ensuring that participation by candidates in the Director Elections is carried out in an honest and fair way and is focused on matters relevant to the candidates’ ability to maximize the wealth of shareholders as a member of the Fonterra Board;

ii) Protecting the commercial interests of Fonterra and its ability to achieve its purpose of maximising the wealth of shareholders; and

iii) Protecting the standing and reputation of its officers, employees and shareholders.

D This Code of Conduct is not intended to discourage fair and truthful comment and debate.

Terms of the Code

1 In meeting the above objective, the following represent minimum standards which must be adhered to by candidates during the period beginning from the time a candidate’s nomination is sent to the Returning Officer or when a person publicly portrays him or herself as being a candidate (whichever is the earlier) and ending on completion of the relevant election (the Candidacy Period).

2 Candidates must be truthful and fair and conduct themselves in a manner that enables Shareholders to make a fair assessment of each candidate’s ability to fulfill the role required of them on the Fonterra Board.

3 Candidates must act in good faith and in what they honestly believe to be in the best interests of Fonterra.

4 Candidates are expected to focus on the expertise and attributes that they will bring to the position of Director of Fonterra in order to maximize the wealth of its Shareholders.

CAMPAIGNING AND CODE OF CONDUCT

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5 Each candidate must provide a written candidate profile in accordance with the instructions set out in the Handbook provided to candidates.

6 Each candidate must:

6.1 Be respectful of other candidates and not make any statements relating to other candidates that are defamatory;

6.2 Keep all of Fonterra’s confidential information (which shall not include any information that is already in the public domain) confidential;

6.3 Promote compliance, and comply in all respects, with the Election Rules; and

6.4 Report to the Returning Officer any breaches known to them of the Election Rules or this Code of Conduct.

7 Candidates must not:

7.1 Use or solicit any form of advertising;

7.2 Make any statements that undermine the integrity of the election process;

7.3 Carry out or participate in any action, or make any statement that might cause harm or loss to Fonterra or any other candidate in the election;

7.4 Carry out or participate in any action, or make any statement that might bring Fonterra, or any officer, employee or shareholder of Fonterra into disrepute;

7.5 Except as expressly permitted by the Fonterra Board of Directors and the Shareholders’ Council, use any property or resources of Fonterra for campaign purposes. This includes using images of premises, logos, brands and other intellectual property;

7.6 Misrepresent, or mislead voters as to his/her qualifications, position or experience;

7.7 Misrepresent, or mislead voters as to the qualifications, position or experience of other candidates; and

7.8 Offer or imply any inducement to any supplying shareholder in exchange for that shareholder’s vote.

8 Candidates who are incumbent Directors should not, where possible (unless doing so would conflict with their duties as Directors at law), chair any Fonterra shareholder meeting during the Candidacy Period.

Enforcement

9 The Returning Officer must report to the Shareholders’ Council any breach of this Code of which he or she becomes aware, and may report on any breach of this Code to Shareholders at any time.

Changes to this Code

10 The Shareholders’ Council will consult the Board in respect of any changes to this Code of Conduct and will take its view into account in making any final decision.

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Voting Entitlements

Pursuant to Section 218 of the Companies Act 1993, the Returning Officer will obtain from the Company, a copy of the Fonterra Co-operative Group Limited Share Register as at Monday, 14 November 2016, which contains details of those shareholders entitled to vote in the Elections (long official name, physical address and shareholding).

Candidates may request a printed copy of that extract from the Returning Officer. Candidates must comply with the Code of Conduct when using the Share Register extract, and will be required to return the document to the Returning Officer in full at the close of the election voting period.

The Returning Officer is also provided with the milksolids production for each farm for the last season (2015/2016) or, in the case of dry farm conversions and farm amalgamations/ divisions, the estimated milksolids production for this season.

The milksolids production figures will be used to calculate the votes received. Milk supplied on Contract Supply and milk which is not backed by shares (Unshared Supply) is excluded from milksolids production when calculating voting entitlements.

If a person or entity becomes a shareholder after the extract date but before the close of voting, they are not entitled to vote.

Election Results

The Election results will be announced on Thursday, 8 December 2016.

Lost or Damaged Voting Papers

Replacement Voting Papers are available to shareholders:

• Who did not receive a Voting Paper posted to them.

• Who spoil or damage a Voting Paper posted to them.

Replacement Voting Papers are available from the Returning Officer until the close of voting at 10.30am on Tuesday, 6 December 2016.

Replacement Voting Papers will be posted directly to shareholders. The completed replacement Voting Paper must be returned to the Returning Officer by 10.30am on Tuesday, 6 December 2016, by:

• Internet voting via Farm Source at www.fonterra.com.

• Hand delivery to electionz.com, 3/3 Pukaki Rd, off Ron Guthrey Drive, Christchurch Airport.

• Post to The Returning Officer, Fonterra Elections, PO Box 3138, Christchurch 8140.

Replacement Voting Papers cannot be collected by candidates or their assistants for distribution to shareholders.

VOTING ENTITLEMENTS AND ELECTION RESULTS

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Scrutineers

Candidates are not entitled to appoint scrutineers.

A Justice of the Peace will be present to oversee the processing of the Voting Papers by electionz.com at its premises in Christchurch.

Voting Papers returned by post should be sent to the Returning Officer in the reply paid envelope.

Progressive Processing

Voting Papers will be opened, checked, batched, scanned and processed by electionz.com during the voting period.

The final vote count will be performed after the close of the voting period.

Throughout this progressive processing period, a Justice of the Peace will be present to ensure the accuracy and secrecy of the voting process is maintained at all times. The Returning Officer will also be present at all times.

All Voting Papers will be processed twice to ensure complete accuracy of the data captured. Further information on the exact process and systems for processing the Voting Papers can be obtained from the Returning Officer.

electionz.com’s progressive processing system has dual passwords and time locks on the counting software so that no access to the results can be obtained prior to the close of voting. The Justice of the Peace is there to oversee this process on behalf of candidates and shareholders, and to unlock the results database after the close of voting.

Votes received will be reconciled after the close of voting, checked for duplicate votes and confirmed by the Returning Officer.

Internet Voting

Internet voting is again being used as a voting method by Fonterra this year for all elections.

Each shareholder will be provided with a unique Personal Identification Number (PIN) and password in the Voter Pack for voting on the internet.

Shareholders will be required to log into Farm Source at www.fonterra.com to access a link to the secure internet voting site. Each shareholder will then be required to log into the voting site before casting their vote, followed by a confirmation and thank you message.

Internet voting will be reconciled with fax and postal voting to ensure that duplicate voting (by more than one method) does not occur during the Election.

VOTE PROCESSING

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NOTES

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If undelivered please return to:

The Returning Officer

Fonterra Elections 2016

PO Box 3138

Christchurch 8140

Free phone 0800 666 034