Fonterra Shareholders' Fund Prospectus and Investment Statement

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Important INFORmation (The information in this section is required under the Securities Act 1978.) InveSTment decisions are very imporTAnt. They often have long-term consequences. Read all documents carefully. Ask queSTIons. Seek advice before committing yourself. Choosing an investment When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below: page What sort of investment is this 14 Who is involved in providing it for me 15 How much do I pay 15 What are the charges 17 What returns will I get 17 What are my risks 18 Can the investment be altered 19 How do I cash in my investment 19 Who do I contact with inquiries about my investment 20 Is there anyone to whom I can complain if I have problems with the investment 20 What other information can I obtain about this investment 20 In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request. 1 The Financial Markets Authority regulates conduct in financial markets The Financial Markets Authority regulates conduct in New Zealand’s financial markets. The Financial Markets Authority’s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets. For more information about investing, go to http://www.fma.govt.nz. Financial advisers can help you make investment decisions Using a financial adviser cannot prevent you from losing money, but it should be able to help you make better investment decisions. Financial advisers are regulated by the Financial Markets Authority to varying levels, depending on the type of adviser and the nature of the services they provide. Some financial advisers are only allowed to provide advice on a limited range of products. When seeking or receiving financial advice, you should check – • the type of adviser you are dealing with: • the services the adviser can provide you with: • the products the adviser can advise you on. A financial adviser who provides you with personalised financial adviser services may be required to give you a disclosure statement covering these and other matters. You should ask your adviser about how he or she is paid and any conflicts of interest he or she may have. Financial advisers must have a complaints process in place and they, or the financial services provider they work for, must belong to a dispute resolution scheme if they provide services to retail clients. So if there is a dispute over an investment, you can ask someone independent to resolve it. Most financial advisers, or the financial services provider they work for, must also be registered on the financial service providers register. You can search for information about registered financial service providers at http://www.fspr.govt.nz. You can also complain to the Financial Markets Authority if you have concerns about the behaviour of a financial adviser. 1 This is the wording required by Schedule 13 to the Securities Regulations 2009, which contemplates a separate prospectus and investment statement. This Offer Document comprises both a prospectus and an investment statement and, accordingly, the prospectus available on request is identical to this document.
Important Notice This Offer Document is a combined prospectus and investment statement for the purposes of the Securities Act and the Securities Regulations. It is prepared as at, and dated, 26 October 2012 (as amended by a memorandum of amendments dated 2 November 2012). The information required to be contained in an investment statement is set out in the sections entitled Important Information and Answers to Important Questions. The purpose of those sections is to provide certain key information that is likely to assist a prudent but non-expert person to decide whether or not to subscribe for Units under the Offer. Investors should be aware that other important information about the Units and the Offer is set out in other sections of this Offer Document. This Offer Document is an important document and should be read carefully. Investors should consider the risks that are associated with an investment in the Units, particularly with regard to their personal circumstances (including financial and tax issues). A summary of the principal risks associated with an investment in the Units is set out under the heading “What are my risks” in the section entitled Answers to Important Questions. A more detailed description is set out in Section 7 – Investment Risks. Investors who are in any doubt as to any aspect of the Offer should consult a NZX Firm or their solicitor, accountant or other appropriately qualified professional adviser. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation in connection with the Offer not contained in the Offer Document may not be relied upon as having been authorised by the Manager or Trustee of the Fund, Fonterra, the Joint Lead Managers or any of their respective directors, officers, employees, consultants, agents, partners or advisers. No guarantee No person guarantees the Units, or any returns on the Units, offered under this Offer Document. Registration A copy of this Offer Document duly signed by or on behalf of the directors of the Manager of the Fund and every Promoter for the purposes of the Securities Act, and having endorsed thereon or attached thereto copies of the documents and other materials required by section 41 of the Securities Act, has been delivered to the Registrar of Financial Service Providers for registration in accordance with section 42 of the Securities Act. The documents required by section 41 of the Securities Act to be endorsed on or attached to the copy of this Offer Document delivered to the Registrar of Financial Service Providers are: • the report of the Auditor in respect of the summary financial information included in this Offer Document, as set out in this Offer Document; • the signed consent of the Auditor to the audit report appearing in this Offer Document; • the report of the Investigating Accountant in respect of the Fonterra Prospective Financial Information included in this Offer Document, as set out in this Offer Document; • the signed consent of PricewaterhouseCoopers to the Investigating Accountant’s Report appearing in this Offer Document; • copies of the material contracts referred to under the heading “Material contracts” on page 156; and • letters of authority authorising this Offer Document to be signed by an agent of any director of the Manager and any Promoter (if and where required), and a power of attorney authorising this Offer Document to be signed by an attorney appointed by Fonterra (being a Promoter). Consideration period Pursuant to section 43C of the Securities Act, upon registration of the Offer Document with the Registrar of Financial Service Providers, the Financial Markets Authority will be notified of the registration for the purpose of allowing the Financial Markets Authority an opportunity to consider whether the Offer Document (a) complies with the Securities Act and the Securities Regulations; (b) contains any material misdescription or error, or any material matter that is not clearly legible; or (c) is false or misleading as to a material particular, or omits any material particular. Nothing in that section or in any other provision of the Securities Act limits the Financial Markets Authority’s power to consider or reconsider those matters at any time. The nature and extent of the consideration (if any) that the Financial Markets Authority gives to the Offer Document are at the Financial Markets Authority’s discretion. Section 43D of the Securities Act prohibits the Manager of the Fund from accepting Applications or making allotments in respect of the Offer during the period commencing with the date of this Offer Document and ending on the close of the day that is five working days after that date. The Financial Markets Authority may shorten that period, or extend it by no more than five additional working days. Overseas investors The Offer is being made only to members of the public in New Zealand and Australia and to Institutional Investors in New Zealand, Australia and certain other overseas jurisdictions (excluding the United States and any persons who are, or are acting for the account or benefit of, US Persons). No person may offer, sell (including resell) or deliver or invite any other person to so offer, sell (including resell) or deliver any Units or distribute any documents (including this Offer Document) in relation to the Units to any person outside New Zealand or Australia except in accordance with all of the legal requirements of the relevant jurisdiction. In particular, this Offer Document (including an electronic copy) may not be distributed or released, in whole or in part, to persons in the United States (other than to Pre-identified EUSFMs) or persons who are, or are acting for the account or benefit of, US Persons. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Units have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, other than to a limited number of Pre-identified EUSFMs, or to, or for the account or benefit of, a US Person. FONTERRA SHAREHOLDERS’ FUND PROSPECTUS AND INVESTMENT STATEMENT 1
Page 1: YOUR OPPORTUNITY. Fonterra Sharehol
Page 5: contents > Letter from Fund Chairm
Page 8 and 9: Letter FROm Fund Chairman Dear Inve
Page 10 and 11: Introducing the Offer 8
Page 12 and 13: Overview of Trading Among Farmers T
Page 14 and 15: Overview of Trading Among Farmers c
Page 16 and 17: Answers TO Important QueSTIONS What
Page 18 and 19: Answers TO Important QueSTIONS cont
Page 24 and 25: OFFER DETAILS and dates continued S
Page 26 and 27: fonterra at a glance 1 10,500 A sup
Page 28 and 29: FONTERRA AT A GLANCE continued An i
Page 30 and 31: InveSTment highlights continued 2 F
Page 32 and 33: NZ MILK PRODUCTS’ SALES VOLUMES I
Page 34 and 35: InveSTment highlights continued 5 F
Page 37 and 38: section | 1.0 SECTION 1 About Fonte
Page 39 and 40: section | 1.0 TODAY... Fonterra is
Page 41 and 42: Revised organisational structure se
Page 43 and 44: section | 1.0 FONTERRA’S DAIRY NU
Page 45 and 46: section | 1.0 FONTERRA SHAREHOLDERS
Page 47 and 48: section | 1.0 TAKING NEW ZEALAND MI
Page 49 and 50: section | 1.0 Fonterra Nutrition -
Page 51 and 52: section | 1.0 Everyday Nutrition -
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section | 1.0 foundation to grow a
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section | 1.0 FONTERRA SHAREHOLDERS
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section | 1.0 Alex Turnbull, Managi
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section | 2.0 SECTION 2 GOVERNANCE
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section | 2.0 Removal of the Manage
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section | 2.0 Sir Henry van der Hey
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section | 2.0 Ralph Waters C.P.Eng.
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section | 3.0 Farmgate Milk Price N
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section | 3.0 Key drivers of the pe
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section | 3.0 The key elements of t
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section | 3.0 The reports on the Fa
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section | 4.0 ($M) FY2012 FY2011 4
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section | 4.0 NZ Milk Products Over
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section | 4.0 CHART 1 WHOLE MILK PO
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section | 4.0 Australia and New Zea
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section | 4.0 Asia / AME Continued
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section | 4.0 Other consolidated fi
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section | 4.0 Credit rating and bor
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section | 4.0 Cash floW ($M) FY2012
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section | 4.0 The The Directors Dir
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section | 4.0 Prospective consolida
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section | 4.0 Prospective consolida
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section | 4.0 Notes to the Fonterra
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section | 4.0 NZ Milk Products Pros
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section | 4.0 AUSTRALIA AND NEW ZEA
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section | 4.0 LATAM Prospective pro
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section | 4.0 Capital expenditure C
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section | 4.0 Equity and dividends
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section | 4.0 Fonterra significant
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section | 4.0 (h) Derivative financ
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section | 4.0 The amount of the los
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section | 5.0 SECTION 5 TRADING AMO
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section | 5.0 To assist in achievin
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section | 5.0 FURTHER DETAIL ON ECO
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section | 5.0 The Trust Deed contai
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section | 5.0 Fonterra has agreed t
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section | 5.0 Consequences of excee
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section | 5.0 Where Unit Holders el
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section | 6.0 SECTION 6 DIRA REGula
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section | 7.0 SECTION 7 INVESTMENT
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section | 7.0 of Shares in which ri
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section | 7.0 not material. Fonterr
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section | 7.0 Consumer preferences
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section | 8.0 Process for launch of
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section | 8.0 Scaling If the aggreg
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section | 8.0 Brokerage, coMMISSIon
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section | 9.0 SECTION 9 taxatION Ne
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section | 10.0 SECTION 10 Statutory
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section | 10.0 to be a director, of
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section | 10.0 Where a Unit is issu
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section | 10.0 • the instrument o
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section | 10.0 An Extraordinary Res
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section | 10.0 Acquisition of busin
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section | 10.0 General nature: An a
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section | 10.0 (other than Fonterra
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section | 11.0 suMMary incomE state
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section | 11.0 The The Directors Di
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section | 12.0 SECTION 12 GloSSary
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section | 12.0 “FY” means finan
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signatures Signed by each director
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THIS APPLICATION FORM IS ISSUED WIT
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Application Instructions Your appli
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Step 2: Application amount (minimum
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Step 2: Application amount Enter th
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Fonterra Shareholders' Fund Prospectus and Investment Statement

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