Prospectus - Fonterra

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69APPLICATION INSTRUCTIONS1. Complete details.• Insert your title, full name(s), address andtelephone numbers.• Applications must be in the name(s) of naturalpersons, companies or other legal entities.• Applications by a minor, trust, fund, estate,business, firm or partnership, club or otherunincorporated body cannot be accepted unlessthey are made in the individual name(s) of theperson(s) who is (are) the legal guardian(s),trustee(s), proprietor(s), partner(s), or officebearer(s) (as appropriate).• Insert your IRD Number if you have one.• Tick the relevant box for Resident Withholding Tax(if applicable). Complete country of tax residenceand, if that is not New Zealand, tick the box if youcarry on business in New Zealand through a fixedestablishment (branch) in New Zealand.• An Application for Bonds must be for a minimumaggregate Principal Amount of $5,000 and inmultiplies of $1,000 thereafter.• Insert the New Zealand dollar bank account intowhich you wish interest payments to be deposited.2. Signing• Read the Application Form carefully and sign (anddate) the form.• The form must be signed by the applicant(s)personally, or by two directors of the company (orone director if there is only one director), or (ineither case) by an attorney.• If the Application Form is signed by an attorney, anoriginal or certified copy of the relevant Power ofAttorney must be lodged with the Application Form(originals will be returned). The attorney mustcomplete the certificate of non-revocation below.• If the Application Form is signed by an agent, theagent must complete the certificate of nonrevocationbelow.• Joint applicants must each sign the ApplicationForm.3. Payment• Payment of the total Subscription Moneys in fullmust accompany the Application Form.• Payment must be made in New Zealand dollars forimmediate value, with a cheque drawn on a NewZealand bank.• Where an Application is for Bonds with a PrincipalAmount of $500,000 or more, payment must bemade by bank cheque or any other method ofpayment acceptable to Fonterra.• Cheques must be made out in favour of "FonterraBond Offer”, and crossed "Not Transferable".4. Offer Opening and Closing• Offer opens 9 February 2009 (or any earlier timeannounced by Fonterra).• Offer closes 6 March 2009 (or any other timeannounced by Fonterra).5. Delivery• Applications cannot be revoked or withdrawn.• Application Forms together with cheques may bemailed or delivered to the Registrar so as to bereceived by no later then 5.00pm New Zealand timeon the Closing Date at:Computershare Investor Services LimitedPostal address:Private Bag 92119AucklandORPhysical address:Level 2159 Hurtsmere RoadTakapunaNorth Shore City• Applications may also be submitted to any JointLead Manager, Co-Manager, NZX primary marketparticipant, the Organising Participant or any otherchannel approved by NZX in time to enable theApplication to be forwarded to the Registrar at theaddress above and to be received by the timenoted above.• Applicants should remember that the Offer periodmay be changed at the sole discretion of Fonterra.• Fonterra may accept or reject any Applicationwithout giving any reason. Fonterra will refuse toaccept Applications which are for less than theminimum amount.
70APPLICATION FORMFonterra Co-operative Group Limited (“Fonterra” or “Issuer”)This Application Form is issued with the Investment Statement prepared as at 30 January 2009, issued byFonterra.Please complete this Application Form and return it together with your cheque to the Registrar (ComputershareInvestor Services Limited) or to the Joint Lead Managers, the Co-Managers, any NZX primary marketparticipant, the Organising Participant or any other channel approved by NZX in time for it to be forwarded to theRegistrar before 5.00pm on the Closing Date (currently 6 March 2009).1. APPLICANT(S) TO COMPLETE, BLOCK LETTERS PLEASEPlease enter name(s) in full (including all first names)Title Legal First Name(s) Legal Family NameBroker’s stampAdviser’s codeIRD Number:Corporate NameTax, please deduct from all my interest paid* (tick one)19.5% Resident Withholding Tax 33% Resident Withholding Tax 39% Resident Withholding Tax Exempt(*If exempt from Resident Withholding Tax please attach a copy of Certificate of Exemption)Country of tax residence: _________________________________________Although not a New Zealand tax resident, I am engaged in business in New Zealand through a fixed establishment (branch) in NewZealandPostal address (including post code): Home ph: ( )2. APPLICATION – IMPORTANTWork ph: ( )Fax no: ( )Email:• Cheques must be made payable to “Fonterra Bond Offer” and crossed “Not Transferable”.• Fonterra may accept or reject all or part of this Application without giving any reason.• The minimum investment amount per Application is $5,000 and in multiples of $1,000 thereafter.Principal Amount of Bonds applied for:Method of payment – tick one:Cheque attached for: $$Payment through the Austraclear System (institutional investors only)Austraclear NZ Mnemonic (for settlement)(if applicable) (To be settled with theRegistrar (CISL90)):3. PAYMENT INSTRUCTION OPTIONS (please complete only one option)Option 1: Payment to my nominated New Zealand bank. My nominated bank account is:Account Name(s):Account Number:Bank Branch Account Number SuffixThe account nominated above will be used for all payments of interest and the Principal Amount when they become payable.Option 2: Payment to my Cash Management Account with my broker:Name of broker where Cash Management Account held:Cash Management Client Account Number:4. COMPUTERSHARE INVESTOR SERVICES LIMITED SHAREHOLDER NUMBER OR CSNIf you currently have a Computershare Shareholder Number or CSN please insert it here:5. INFORMATIONThe information in this Application Form is provided to enable the Issuer, its related companies and the Registrar to process your Application, and administeryour investment. By signing this Application Form you authorise the Issuer to disclose information to its related companies, and for the Issuer, its relatedcompanies and the Registrar to disclose information in situations where the Issuer or any of its related companies, or the Registrar are required or permitted todo so by any applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. If you are an individual, under the Privacy Act1993, you have the right to access and correct any of your personal information.6. INDEMNITYThe Investment Statement only constitutes an offer of Bonds to the public in New Zealand and to investors in other jurisdictions where the Bonds may belawfully offered. No action has been or will be taken by the Issuer which would permit an offer of Bonds to the public, or possession or distribution of anyoffering material, in any country or jurisdiction where action for that purpose is required (other than New Zealand). Bonds may only be offered for sale or soldin conformity with all applicable laws and regulations in any jurisdiction in which they are offered, sold or delivered.No Holder, or any other person, may purchase, offer, sell, distribute or deliver Bonds, or have in its possession, publish, deliver or distribute to any person, anyoffering material or any documents in connection with the Bonds, in any jurisdiction other than in compliance with all applicable laws and regulations.By applying for Bonds, each applicant indemnifies the Issuer, each Joint Lead Manager, each Co-Manager and the Trustee and each of their respectivedirectors, officers and employees for any loss or liability sustained or incurred by the Issuer, that Joint Lead Manager, that Co-Manager or the Trustee, as thecase may be, as a result of the breach by that applicant of the above selling restrictions.
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1TABLE OF CONTENTSSUMMARY OF MAIN T
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3SUMMARY OF MAIN TERMS OF THE OFFER
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5PROFILE OF THE FONTERRA GROUPFor t
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7Innovation and SustainabilityThe F
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10STATUTORY INFORMATIONThe order of
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12Africa, Latin America and Oceania
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14• the creation of new mortgages
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16• a failure to make any payment
Page 19 and 20: 18the right to cast not less than 7
Page 21 and 22: 20• in the event of a change in c
Page 23 and 24: 22maximum of 5%, of raw milk suppli
Page 25 and 26: 24Brands ownershipNumerous brands a
Page 27: 26General risksOther special factor
Page 30 and 31: 29FONTERRA FINANCIAL STATEMENTSFont
Page 32 and 33: 31Fonterra Co-operative Group Limit
Page 34 and 35: Fonterra Co-operative Group Limited
Page 66 and 67: 65FONTERRA GROUP SUMMARY FINANCIAL
Page 68 and 69: 67Registrar means Computershare Inv
Page 72: 717. SIGNATURE(S) OF APPLICANT(S)I/
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