Ann: SSH: FCG: SSH (FSF Management Company Limite

• Release Date: 30/11/12 12:36
• Summary: SSH: FCG: SSH (FSF Management Company Limited)
• Price Sensitive: No
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FCG
30/11/2012 10:36
SSH

REL: 1036 HRS Fonterra Co-operative Group Limited

SSH: FCG: SSH (FSF Management Company 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): FSF Management Company Limited
Contact details: David Matthews, +64 9 374 9049, [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: FSF Management Company Limited
For this disclosure:
(a) total number held in class:   95,454,545
(b) total in class:   1,617,380,359
(c) total percentage held in class: 5.9018%

Details of relevant interests currently in substantial holding

Details for: FSF Management Company Limited
Nature of relevant interest(s): Under the Custody Trust Deed for the Fonterra
Economic Rights Trust, 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 1960.
Under clause 4.7 of the Custody Trust Deed for the Fonterra Economic Rights
Trust, FSF Management Company Limited, in its capacity as manager of the
Fonterra Shareholders' Fund, has the power to direct Fonterra Farmer
Custodian Limited to dispose of a Co-operative share to a permitted person,
whenever FSF Management Company Limited redeems a unit held by that permitted
person.
Under clause 4.9 of the Custody Trust Deed, FSF Management Company Limited
covenants that it will not, directly or indirectly, at any time request,
direct or instruct Fonterra Farmer Custodian Limited to 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 at 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

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 of NZ$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.

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: Fonterra Farmer Custodian Limited.

Declaration
I, David Allan Matthews, 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:

David Allan Matthews
End CA:00230483 For:FCG    Type:SSH        Time:2012-11-30 10:36:04