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Fonterra Shareholders' Fund Prospectus and Investment Statement

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The Offer is an offer to subscribe for Units in the<br />

<strong>Fonterra</strong> Shareholders’ <strong>Fund</strong>, a unit trust which has<br />

been established to invest in the Economic Rights<br />

of Shares in <strong>Fonterra</strong>. It provides investors with an<br />

opportunity to earn returns based on the financial<br />

performance of <strong>Fonterra</strong>.<br />

Because the performance of Units will be related to<br />

the performance of <strong>Fonterra</strong>, this Offer Document<br />

contains information about <strong>Fonterra</strong>’s business <strong>and</strong><br />

its financial performance.<br />

No offer is being made in this Offer Document to<br />

subscribe for Shares in <strong>Fonterra</strong>. The Units being<br />

offered in this Offer Document will be issued by the<br />

Manager of the <strong>Fund</strong>, not by <strong>Fonterra</strong>, <strong>and</strong> do not<br />

confer any direct interest in <strong>Fonterra</strong>.<br />

At the same time as the Offer is being made,<br />

<strong>Fonterra</strong> is establishing the <strong>Fonterra</strong> Shareholders’<br />

Market, which will enable Farmer Shareholders to<br />

trade Shares among themselves. Accordingly, this<br />

Offer Document also explains how the <strong>Fonterra</strong><br />

Shareholders’ Market will facilitate Trading Among<br />

Farmers <strong>and</strong> its relationship to the Offer of Units.<br />

FONTERRA SHAREHOLDERS’ FUND PROSPECTUS AND INVESTMENT STATEMENT 9

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