Prospectus - Fonterra

2person, any offering material or any documents in connection with the Bonds in any jurisdiction other than incompliance with all applicable laws and regulations.By its subscription for or purchase of the Bonds, each Holder agrees to indemnify Fonterra, each Joint LeadManager, each Co-Manager and the Trustee and each of their respective directors, officers and employees forany loss or liability sustained or incurred by Fonterra, that Joint Lead Manager, that Co-Manager or the Trustee,as the case may be, as a result of the breach by that Holder of the above selling restrictions.You should obtain your own tax advice as the advice contained in this Prospectus is general in nature and maynot apply to your individual circumstances.Listing on NZDXApplication has been made to NZX for permission to list the Bonds and all the requirements of NZX relatingthereto that can be complied with on or before the date of distribution of this Prospectus have been duly compliedwith. However, NZX accepts no responsibility for any statement in this Prospectus.Non-relianceThis Prospectus does not constitute a recommendation by the Joint Lead Managers, the Co-Managers, theTrustee, nor any of their respective directors, officers, employees or agents to subscribe for, or purchase, any ofthe Bonds. None of the Joint Lead Managers, the Co-Managers, the Trustee or any of their respective directors,officers, employees or agents accepts any liability whatsoever for any loss arising from this Prospectus or itscontents or otherwise arising in connection with the Offer.The Joint Lead Managers, the Co-Managers and the Trustee have not independently verified the informationcontained in this Prospectus. In accepting delivery of this Prospectus, the recipient acknowledges that none ofthe Joint Lead Managers, the Co-Managers, the Trustee or their respective officers, employees, agents oradvisers give any warranty or representation of accuracy or reliability and they take no responsibility for it. Noneof them shall have any liability for any errors or omissions (including for negligence) in this Prospectus, and eachrecipient waives all claims in that regard.Each recipient of this Prospectus must make its own independent assessment and investigation of the financialcondition and affairs of Fonterra as it may deem necessary and base any investment decision upon suchindependent investigation.