Answers TO Important QueSTIONS continued Sale of Units Unit Holders will be able to cash in their investment by selling their Units. The Units are transferable in accordance with the Trust Deed, the NZSX Listing Rules, the ASX Listing Rules, applicable laws <strong>and</strong> regulations (including the Overseas <strong>Investment</strong> Act 2005 (New Zeal<strong>and</strong>) <strong>and</strong> the Securities Act). As at the date of this Offer Document, there is no established trading market for the Units. However, in the opinion of the Manager of the <strong>Fund</strong>, a market for the Units is likely to develop. No charges are payable to the Manager in respect of any sale of Units. However, a sale of Units on the NZX Main Board or ASX is likely to attract normal brokerage <strong>and</strong> charges that are payable for transactions conducted on those stock exchanges. Applicants may seek to sell Units quoted on the NZX Main Board by contacting a NZX Firm <strong>and</strong> supplying their CSN (Common Shareholder Number) <strong>and</strong> FIN. Applicants should not attempt to sell their Units until they know whether, <strong>and</strong> how many, Units have been allocated to them. None of <strong>Fonterra</strong>, the Manager, <strong>Fonterra</strong>’s subsidiaries, the Trustee, the Joint Lead Managers or any of their respective directors, officers, employees, consultants, agents, partners or advisers accepts any liability or responsibility should any person attempt to sell or otherwise deal with Units before statements confirming allotments are received by Applicants. Who do I contact with inquiries about my inveSTment Inquiries in relation to the Units may be made to the Unit Registrar at: Computershare Investor Services Limited Level 2, 159 Hurstmere Road, Takapuna Auckl<strong>and</strong> 0622 Private Bag 92119, Auckl<strong>and</strong> 1142, New Zeal<strong>and</strong> Investor Enquiries: +64 9 488 8777 Email: enquiry@computershare.co.nz Website: www.investorcentre.com/nz Is there anyone to whom I can complain if I have problems with the inveSTment Any complaints arising in connection with the Units can be made to the Unit Registrar by contacting Investor Enquiries at the address <strong>and</strong> phone number set out under the heading “Who do I contact with inquiries about my investment” above. The Manager of the <strong>Fund</strong> is a member of Dispute Resolution Services Limited, a provider of an independent dispute resolution scheme approved by the Ministry of Consumer Affairs. If your complaint is not resolved after contacting the Unit Registrar, you can refer it to Dispute Resolution Services Limited, Level 9, 109 Featherston Street, Wellington 6011, New Zeal<strong>and</strong> or by calling 0508 337 337 (toll free in New Zeal<strong>and</strong>) or +64 4 910 9952. Further information about referring a complaint to Dispute Resolution Services Limited can be found at www.drsl.co.nz. The Manager of the <strong>Fund</strong> is also a member of the Financial Ombudsman Service operated by Financial Ombudsman Service Limited (ABN 67 131 124 448) (FOS), which is an independent dispute resolution scheme approved by the Australian Securities <strong>and</strong> <strong>Investment</strong>s Commission. If you are dissatisfied with the response from the Manager, you can lodge a complaint with the FOS, GPO Box 3, Melbourne, Victoria 3001, Australia. For more information or to access the FOS process, please call +61 1300 780 808. Alternatively, you can write to FOS at GPO Box 3, Melbourne, Victoria 3001, Australia. Access to the FOS is free. Alternatively, the Trustee is a member of Financial Services Complaints Limited, a provider of an independent dispute resolution scheme approved by the Ministry of Consumer Affairs. If your complaint is not resolved after contacting the Unit Registrar, you can refer it to Financial Services Complaints Limited, Level 4, Sybase House, 101 Lambton Quay, Wellington 6011, New Zeal<strong>and</strong> or by calling 0800 347 257 (toll free in New Zeal<strong>and</strong>) or +64 4 472 3725. Further information about referring a complaint to Financial Services Complaints Limited can be found at www.fscl.org.nz. What other information can I obtain about this inveSTment Offer Document <strong>and</strong> financial statements Further information about the Units <strong>and</strong> the <strong>Fund</strong> is contained elsewhere in this Offer Document. The <strong>Fund</strong> has been formed to undertake the Offer <strong>and</strong>, as at the date of this Offer Document, has not produced financial statements. A copy of this Offer Document <strong>and</strong> a copy of the most recent financial statements of <strong>Fonterra</strong> can be obtained free of charge from www.fonterraoffer.com. Those documents <strong>and</strong> other documents of, or relating to, the <strong>Fund</strong> (<strong>and</strong> <strong>Fonterra</strong>), including the most recent financial statements of those entities, are also (or will be once available) filed on a public register maintained by the Companies Office of the Ministry of Business, Innovation <strong>and</strong> Employment <strong>and</strong> are available for public inspection, including on the Companies Office website at www.business.govt.nz/companies. Annual information Unit Holders at the relevant record date will be entitled to receive certain information relating to the ongoing performance of the <strong>Fund</strong> in accordance with the Trust Deed, the Unit Trusts Act, the Financial Reporting Act 1993 (New Zeal<strong>and</strong>), the NZSX Listing Rules <strong>and</strong> the ASX Listing Rules. In addition, Unit Holders will also receive the same periodic disclosure as <strong>Fonterra</strong> provides to its Shareholders (e.g. annual <strong>and</strong> half-yearly reports). Unit Holders will either receive this information automatically or will receive notification of their right to request this information. The <strong>Fund</strong> is also required to make half-yearly <strong>and</strong> annual announcements to NZX <strong>and</strong> ASX, <strong>and</strong> such other announcements as are required by the NZSX Listing Rules <strong>and</strong> the ASX Listing Rules from time to time. On-request information Unit Holders are also entitled to request copies of the following documents: • the most recent financial statements of the <strong>Fund</strong>, together with a copy of the Auditor’s report on those statements, once available; • the most recent annual report of the <strong>Fund</strong>, once available; • the Trust Deed (together with any amendments made to the Trust Deed); • this Offer Document (together with any documents registered under the Securities Act for the purpose of extending the period during which allotments may be made under this Offer Document); • a comparison of actual results against the <strong>Fonterra</strong> Prospective Financial Information set out in Section 4 – <strong>Fonterra</strong> Financial Information, once available; <strong>and</strong> • any other information that may be requested under regulation 44 of the Securities Regulations. This information will be provided, free of charge, upon a written request to the Manager of the <strong>Fund</strong> at its registered office at 9 Princes Street, Auckl<strong>and</strong>, New Zeal<strong>and</strong>. 20
offer details <strong>and</strong> dates Important dates Offer document registered Broker Firm Offer AND Stakeholder Offer expected to open STAKEHOLDER OFFER CLOSING DATE 26 OCT 2012 5 NOV 2012 21 NOV 2012 BROKER FIRM Offer ClOSINg Date INSTITUTIONAL OFFER AND BOOKBUILD PRICING AND ALLOCATIONS ANNOUNCED 21 NOV 2012 26 NOV 2012 TO 27 NOV 2012 27 NOV 2012 Expected ALLOTMENT AND commencement of trading on the NZX Main Board <strong>and</strong> ASX (on a deferred seTTlemeNT basis for ASX) 30 NOV 2012 EXPECTED COmmeNCEMENT OF TRADING ON ASX (ON A NORMAL SETTLEMENT BASIS) 5 DEC 2012 EXPECTED INITIAL DISTRIBUTION PAID BY THE FUND APR 2013 This timetable is indicative only. Applicants are encouraged to submit their Applications as early as possible. <strong>Fonterra</strong>, with the agreement of the Joint Lead Managers, reserves the right to amend these dates. Any such amendment will be announced through NZX. FONTERRA SHAREHOLDERS’ FUND PROSPECTUS AND INVESTMENT STATEMENT 21
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