What’s in this booklet
1 ON BEHALF OF THE BOARD
2
2 WHY WE’RE PROPOSING CHANGES
4
3 THE PREFERRED OPTION AND WHAT IT WOULD MEAN FOR US 6
Reduced Share Standard with No Fund or Capped Fund How it could work Comparing the preferred option to our current structure Key things to consider Why this is the preferred option
7 9
10 12 14
4 HOWWE GOT TO THIS POINT
16
A brief history of our capital structure A recap of our strategy How we went about our capital structure review The detailed findings of the review
16 18 20 21
5 THE OTHER OPTIONS CONSIDERED DURING THE REVIEW
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6 WHERE TO FROM HERE
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The consultation process and timeline of next steps How to get more information and have your say How to contact us
30 31 31
7 GLOSSARY
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This booklet is for consultation purposes only. The options are not yet fully developed, and you are not being asked to vote on anything at this stage. If the result of the consultation is that there is sufficient support for a change to our capital structure, then you will have a chance to vote on that change and you will receive all the documents needed to understand and assess the details before you are asked to vote. This booklet is not an offer of financial products (e.g. shares), and no such offer is currently intended. No money is being sought from shareholders, and financial products cannot currently be applied for or acquired under any of the options in this booklet. If an offer of financial products is made as part of a change to our capital structure, it would be made in accordance with the applicable legal
requirements, including the Financial Markets Conduct Act 2013. Some of the information set out in this booklet relates to future matters that are subject to uncertainties. The inclusion of forward- looking information should not be regarded as a representation or warranty by Fonterra or any other person that those forward-looking statements will be achieved or that the assumptions underlying any forward-looking statements will in fact be correct. Actual outcomes may vary materially from those suggested or implied. If you have any questions about the options being consulted on or would like to clarify your understanding of anything in this booklet, see Section 6 for who you can contact. For any questions about your own financial
circumstances or your holding of shares or units, please contact your accountant, lawyer, financial advisor or other rural professional. This booklet is addressed to Fonterra’s farmer owners, but the interests of other stakeholders (including the Custodian and the Manager of the Fonterra Shareholders’ Fund) have been, and will continue to be, considered as the options have been and continue to be developed, and these parties will be consulted as appropriate. Some of the dollar values in this booklet assume (for illustrative purposes) a share price of $5.00. This is not a representation as to the future price of Fonterra shares. Over the period of 90 days ending 30 April 2021, the share price has varied above and below that level.
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