Ann: SSH: FCG: SSH (Fonterra Farmer Custodian Lim

• Release Date: 30/11/12 12:39
• Summary: SSH: FCG: SSH (Fonterra Farmer Custodian Limited)
• Price Sensitive: No
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FCG
30/11/2012 10:39
SSH

REL: 1039 HRS Fonterra Co-operative Group Limited

SSH: FCG: SSH (Fonterra Farmer Custodian Limited)

(Section 22, Securities Markets Act 1988)
DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
(Note: This form must be completed in accordance with the instructions at
the end of the form.)
TO: NZX Limited
AND: Fonterra Co-operative Group Limited
Date this disclosure made: 30 November 2012

Substantial security holder(s) giving disclosure

Name(s): Fonterra Farmer Custodian Limited
Contact details: Aaron Jenkins, +64 9 374 9630, [email protected]
Date on which substantial security holder(s) began to have substantial
holding: 30 November 2012

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Co-operative shares
Summary for: Fonterra Farmer Custodian Limited
For this disclosure:
(a) total number held in class:   95,564,545
(b) total in class:   1,617,380,359
(c) total percentage held in class: 5.9086%

1. Details of relevant interests currently in substantial holding

Details for: Fonterra Farmer Custodian Limited
Nature of relevant interest(s): Registered Holder
Under the Custody Trust Deed for the Fonterra Economic Rights Trust:
(a) Fonterra Farmer Custodian Limited holds the Economic Rights in Fonterra
Co-operative shares on trust for the trustee of the Fonterra Shareholders'
Fund, a unit trust established under the Unit Trusts Act 1690.
(b) Under clause 4.9, the custodian covenants that it will not, cast any
votes attached to or arising from Co-operative shares held under the Custody
Trust Deed, requisition or join in the requisitioning any meeting of
shareholders of Fonterra Co-operative Group Limited, propose or join in
proposing any matter for discussion or resolution at any meeting of
shareholders of Fonterra Co-operative Group Limited, or attend or speak to
any meeting of shareholders of Fonterra Co-operative Group Limited unless
invited to do so by Fonterra Co-operative Group Limited.  This qualification
does not prevent FSF Management Company Limited from directing Fonterra
Farmer Custodian Limited how to exercise any voting right arising under
sections 116 and 117 of the Companies Act 1993.
A copy of the Custody Trust Deed for the Fonterra Economic rights Trust is
attached (20 pages).
For that relevant interest:
(a) number held in class: 95,454,545
(b) percentage held in class: 5.9018%
(c) current registered holder(s) of securities: Fonterra Farmer Custodian
Limited
(d) registered holder(s) of securities once transfers registered: Fonterra
Farmer Custodian Limited

2. Details of relevant interests currently in substantial holding

Details for: Fonterra Farmer Custodian Limited
Nature of relevant interest(s): Under the Custody Deed relating to Fonterra
shares held for the RVP:
(a) Fonterra Farmer Custodian Limited holds the co-operative shares in
Fonterra on trust for Craigs Investment Partners Limited, acting in its
capacity as Registered Volume Provider appointed by Fonterra Co-operative
Group Limited in accordance with Fonterra Co-operative Group Limited's
constitution.
(b) Under clause 3.8, Craigs Investment Partners Limited covenants that it
will not, cast any votes attached to or arising from co-operative shares held
under the Custody Deed, requisition or join in the requisitioning any meeting
of shareholders of Fonterra Co-operative Group Limited, propose or join in
proposing any matter for discussion or resolution at any meeting of
shareholders of Fonterra Co-operative Group Limited, or attend or speak to
any meeting of shareholders of Fonterra Co-operative Group Limited unless
invited to do so by Fonterra Co-operative Group Limited.
A copy of the Custody Deed relating to Fonterra Shares held for the RVP is
attached (16 pages).
For that relevant interest:
(a) number held in class: 110,000
(b) percentage held in class: 0.0068%
(c) current registered holder(s) of securities: Fonterra Farmer Custodian
Limited
(d) registered holder(s) of securities once transfers registered: Fonterra
Farmer Custodian Limited
Details of transaction and events giving rise to person beginning to have
substantial holding

Details of the transactions or other events requiring disclosure under the
instructions to this form: As part of the launch of the Fonterra
Shareholders' Fund, on 30 November 2012, farmer shareholders of Fonterra
Co-operative Group Limited transferred 5,756,019 Co-operative shares to
Fonterra Farmer Custodian Limited and Fonterra Co-operative Group Limited
issued 89,698,526 Co-operative shares to Fonterra Farmer Custodian Limited to
be held under the Custody Trust Deed for the Fonterra Economic Rights Trust
(as set out below).
Under the Custody Trust Deed for the Fonterra Economic Rights Trust, Fonterra
Farmer Custodian Limited holds the Economic Rights of these Shares on trust
for the trustee of the Fonterra Shareholders' Fund.  In consideration for the
transfer, and issue, of Co-operative shares to Fonterra Farmer Custodian
Limited, FSF Management Company Limited paid to the farmers shareholders an
aggregate ofNZ$31,658,104.50 and to Fonterra Co-operative Group Limited,
NZ$493,341,893. The total aggregate consideration of NZ$524,999,997.50 was
the proceeds of the issue by FSF Management Limited of 95,454,545 Units in
the Fonterra Shareholders' Fund on 30 November 2012.
On 30 November 2012, Fonterra Co-operative Group Limited issued 110,000
co-operative shares to Fonterra Farmer Custodian Limited to hold for Craigs
Investment Partners Limited under the terms of the Custody Deed relating to
Fonterra Shares held for the RVP. In consideration for the issue of
co-operative shares to Fonterra Farmer Custodian Limited, Craigs Investment
Partners Limited paid to Fonterra Co-operative Group Limited an aggregate of
NZ$605,000.

Additional information

Nature of connection between substantial security holders: Not applicable
Address(es) of substantial security holder(s): 9 Princes Street, Auckland
1010, New Zealand
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates (being those referred to in paragraph 1 above): FSF
Management Company Limited.

Declaration
I, Joseph Michael Windmeyer (as a partner of Russell McVeagh), declare that,
to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Signed by:

Joseph Michael Windmeyer
End CA:00230484 For:FCG    Type:SSH        Time:2012-11-30 10:39:57