fonterra superannuation scheme - · pdf filefonterra superannuation scheme this prospectus is...

FONTERRA SUPERANNUATION SCHEME

A Prospectus dated 14 December 2012

Key Information about the Fonterra Superannuation Scheme

This table provides a snapshot of key information about the Fonterra Superannuation Scheme. It should be read in conjunction with the detailed information set out elsewhere in this Prospectus, and with the Scheme's Investment Statement.

The Scheme The Fonterra Superannuation Scheme is an employer sponsored registered superannuation scheme, established under the Superannuation Schemes Act 1989. The Trustees of the Scheme are Timothy Patrick McGuinness, Debra Maree Marshall, and Patrice Diane Wynen. You may be eligible to join the Scheme if you are an employee of Fonterra or any other company that participates in the Scheme. The Scheme enables you to save for your retirement, whilst also providing benefits should you die. The Scheme is an employer-sponsored defined contribution superannuation scheme, which means that your contributions and the contributions made on your behalf by your employer accumulate together with any investment returns to fund your benefit from the Scheme. The Scheme provides you with four investment portfolios to choose from, being cash, conservative, balanced, and growth, and seven investment options in total (please refer to page 22). Each of these portfolios has a different strategy and level of risk, so you can choose the portfolio that you feel best suits your circumstances.

Fees

The Administration Manager is entitled to the fees specified on page 33. The Investment Managers are entitled to the fees specified on pages 33 to 35. The travel, expenses, and any fees related to the appointment of the Trustees are paid by Fonterra and are not treated as an expense of the Scheme. For full details regarding the Scheme's fees, please refer to pages 32 to 35.

Risks The principal risks applying to the Scheme that could affect your returns are investment risk, counterparty risk, liquidity risk, currency risk, contribution risk, and regulatory and tax risk. No person guarantees the payment of any money from the Scheme. For more information on the risks inherent in investing in the Scheme, please refer to pages 39 to 42.

2

FONTERRA SUPERANNUATION SCHEME

This Prospectus is dated 14 December 2012 and contains the information required by Schedule 6 of the Securities Regulations 2009, the Securities Act 1978 and the Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 2011.

Index

Page

1 Description of scheme 4

2 Superannuation trustees 5

3 Managers, promoters, auditors, and advisers 6

4 Description of scheme and its development 8

5 Summary of financial statements 31

6 Guarantors 32

7 Acquisition of business or equity securities 32

8 Interested persons 32

9 Material contracts 37

10 Pending proceedings 37

11 Other terms of offer and scheme 37

12 Financial statements and actuarial and auditor's reports 38

13 Places of inspection of documents 38

14 Other material matters 39

15 Superannuation trustees' statement 44

3

I Description of Scheme

1.1 The name of the Scheme is the Fonterra Superannuation Scheme.

Employer Sponsored Defined Contribution Scheme

1.2 The Scheme is an employee-based defined contribution superannuation scheme registered under the Superannuation Schemes Act 1989. The Scheme is designed to assist employees of the Fonterra Co-operative Group Limited (established by the Dairy Industry Restructuring Act 2001) including any company resulting from a further amalgamation involving the Fonterra Co-operative Group Limited and any other company carrying on business in succession thereto or in amalgamation therewith, and which in each case agrees to be bound by the provisions of the Trust Deed (Fonterra), and any other company that agrees to participate in the Scheme, to save for their retirement.

1.3 If you are an employee of Fonterra or any other company that participates in the Scheme, you can, at the invitation of your employer, join the Scheme. Upon joining, as a defined contribution superannuation scheme, your contributions and any contributions made on your behalf by your employer will accumulate together, along with any investment returns, to fund your benefit from the Scheme.

Investment Options

1.4 Your investment returns from the Scheme will be determined by the investment option you select. The Scheme provides you with seven investment choices. There are four investment portfolios to choose from, being cash, conservative, balanced, and growth. Alternatively, you can choose to split your investments, on a 50/50 basis, between either the cash and conservative portfolios, the conservative and balanced portfolios, or the balanced and growth portfolios. Each of these seven investment options has a different strategy and level of risk, so you can choose the option that best suits your circumstances. More details about the investment options available to you are set out on pages 22 to 23 and 25.

Exempt Employer Status

1.5 The Scheme meets the requirements of section 25 of the KiwiSaver Act 2006 (KiwiSaver Act), enabling employers who participate in the Scheme in respect of their employees to hold exempt employer status under section 30 of that Act.

1.6 If you start working for an employer who has obtained exempt employer status then you will be exempt from the automatic enrolment rules applying to KiwiSaver Schemes (as that term is defined in the KiwiSaver Act) under the KiwiSaver Act. However, this exemption does not prevent you from opting into a KiwiSaver Scheme.

4

Complying Superannuation Fund with optional Locked In Accounts

1.7 The Scheme has also been approved as a complying superannuation fund for the purposes of the Income Tax Act 2007 (Tax Act). This means that if you are invited and elect to become a CFA Member, your employee superannuation accumulation, as defined in the Tax Act, will be subject to the complying fund rules as defined in that Act (complying fund rules). CFA Members are members and employees who have been invited by their participating employer to become a CFA Member and have accepted that invitation and are subject to the complying fund rules in the Tax Act at least in respect of their employee superannuation accumulation.

1.8 Your employee superannuation accumulation, unless otherwise stated, means the total superannuation contributions, together with any return on them, to which the complying fund rules apply, and which are withheld from your salary and wages. They are your employer's cash contributions paid in money, directly or indirectly, to the Scheme, and the tax credits described at paragraph 4.54 below.

1.9 As a CFA Member you will hold Locked In Accounts which enable you to become entitled to some of the benefits available to members of KiwiSaver Schemes, including Government tax credit contributions. However, stricter conditions apply to contributions to these Locked In Accounts. For example, if you have Locked In Accounts you will be required, at the registration date of this Prospectus, to contribute a minimum 2% of Salary to that Account (which will increase to a minimum of 3% from 1 April 2013). Benefits from a Locked In Account will only be payable on your death or the later of you reaching New Zealand Superannuation Qualification Age (being the age at which persons of your age ordinarily qualify for New Zealand Superannuation under Section 7 of the New Zealand Superannuation and Retirement Income Act 2001) or 5 years membership of a KiwiSaver Scheme or complying superannuation fund. Specific details about the operation of CFA Member Locked In Accounts are set out on pages 13 to 16.

Date of Establishment

1.10 The Scheme was established in 1991 in Wellington, New Zealand by The New Zealand Dairy Board.

2 Superannuation Trustees

Trustees

2.1 We, the Trustees of the Scheme, are:

Timothy Patrick McGuinness of Wellington Debra Maree Marshall of Auckland Patrice Diane Wynen of Morrinsville.

We can be contacted at:

Fonterra Superannuation Scheme Cl- Mercer (N.Z.) Limited Level 8, PwC Tower 113-119 The Terrace PO Box 2897 Wellington

5

Indemnification

2.2 Under the terms of the Trust Deed, we, the Trustees, are indemnified out of the Scheme against all claims, costs, losses (other than those arising from our own wilful default), expenses and liabilities we may incur in carrying out our duties under the terms of that Deed. We also have a lien on the assets of the Scheme in respect of this indemnity.

Independence

2.3 Debra Maree Marshall and Patrice Diane Wynen are not independent of the Scheme's promoters, as they are employees of the Fonterra group of companies or other companies who have agreed to participate in the Scheme.

2.4 Timothy Patrick McGuinness is independent of the Scheme's promoters.

2.5 We are all independent of the Administration Manager and the Investment Managers.

3 Manager, Promoters, Auditors, and Advisers

3.1 The Scheme's Administration Manager and Investment Managers are:

Administration Manager

Mercer (N.Z.) Limited Level 8, PWC Tower 113 — 119 The Terrace PD Box 1849 Wellington 6140

Investment Managers

AMP Capital Investors (New Zealand) Limited Ground Floor, PWC Tower 113 — 119 The Terrace PO Box 3764 Wellington 6140

BT Funds Management (NZ) Limited Level 7, Westpac on Takutai Square 16 Takutai Square Auckland 1010

Harbour Asset Management Limited Level 12, HP Tower 171 Featherston Street PO Box 3363 Wellington 6140

Implemented Investment Solutions Limited Level 13, Forsyth Barr House 45 Johnston Street Wellington 6143

6

Mercer Investment Nominees (NZ) Limited Level 18 151 Queen Street PO Box 105591 Auckland 1143

OnePath (NZ) Limited Level 27, ASB Bank Centre 135 Albert Street P 0 Box 7149, Wellesley Street Auckland 1036

Promoters

3.2 The Scheme's Promoters are the participating employers and their directors, other than directors who are also Trustees. We have relied on clauses 7 and 8 of the Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 2011, which exempts us from the requirement to include the name of, or a statement or information about, every participating employer and every director of a participating employer who is a Promoter of the Scheme.

3.3 The names and contact addresses of each participating employer and its directors are set out in the Supplement to the Scheme's Investment Statement which relates to that participating employer. Any relevant statements or information about each participating employer and its directors are set out in the Scheme's Investment Statement.

3.4 At no point during the five years preceding the registration date of this Prospectus have any of the Administration Manager, Investment Managers, or any of their respective directors been (as applicable):

• adjudged bankrupt or insolvent

convicted of any crime involving dishonesty

prohibited from acting as a director of a company, or

put into statutory management, voluntary administration, liquidation, or receivership.

3.5 The Scheme's registrar, auditor, and solicitor are:

Registrar

Mercer (N.Z.) Limited Level 8, PWC Tower 113— 119 The Terrace P0 Box 1849 Wellington 6140

Mercer (N.Z.) Limited also acts as an Investment Consultant and as the Secretary to the Trustees.

The Secretary to the Trustees can be contacted on (04) 819 2600.

7

Auditor

KPMG 10 Customhouse Quay PO Box 996 Wellington

As at the date of the Prospectus, KPMG is treated as a registered audit firm under section 87 of the Auditor Regulation Act 2011. The firm's transitional arrangement is not subject to any conditions.

Solicitor

Kensington Swan 89 The Terrace PO Box 10246 Wellington 6143

Kensington Swan acts as solicitor to the trustees of the Scheme.

4 Description of Scheme and its development

4.1 The Scheme is governed by a consolidated trust deed dated 6 March 2009 (Trust Deed).

4.2 In addition to the Trust Deed, each employer participating in the Scheme has completed a Deed of Adherence (please see Deed of Adherence below for more detail).

4.3 Set out below is a summary of the principal terms of the Trust Deed for the Scheme. Relevant terms and conditions may also be set out in the Deed of Adherence signed by your employer.

Principal terms of the Trust Deed

4.4 The Scheme is designed to help you, as an employee of Fonterra and any other company that participates in the Scheme, to save for your retirement by making regular contributions as a deduction from your salary or wages. Your participating employer also contributes to the Scheme on your behalf to the extent required by the Deed of Adherence signed by your participating employer.

Deed of Adherence

4.5 A company may become an employer and participate in the Scheme by completing a Deed of Adherence. The parties to a Deed of Adherence are us, Fonterra (or the Board, for Deeds of Adherence entered into prior to 19 December 2002), and the relevant participating employer.

4.6 Each Deed of Adherence sets out:

• the employer's contributions in respect of its employees who become contributory members of the Scheme

8

• any benefits or conditions that differ from the corresponding benefits or conditions set out in the Trust Deed

• the employer's agreement to be bound by the provisions of the Trust Deed except in respect of any variations set out in the Deed of Adherence.

4.7 A summary of the principal terms of each Deed of Adherence are set out in a Supplement to the Scheme's Investment Statement which relates to the participating employer concerned. A copy of each Deed of Adherence signed by a participating employer, and any amendments to that Deed, are lodged with the Registrar of Financial Service Providers in accordance with the Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 2011, and are available for public inspection.

Eligibility to join

4.8 The Trust Deed provides that you will be eligible to join the Scheme on the invitation of your employer.

Membership

4.9 Your employer may invite you to become either a contributory member or elective member of the Scheme, or any member of the Scheme to be a CFA Member. Any employer who has been approved as an exempt employer must provide access to the Scheme as a CFA Member to every permanent employee who is between 18 and 65 (the New Zealand Superannuation Qualification Age at the date of this Prospectus). Contributions payable and the benefits available for CFA Members will be subject to the complying fund rules.

4.10 Since you are joining the Scheme after 1 January 2001 you will become a contributory member, unless you are designated an elective member, either at the time you join the Scheme or if you elect, with the consent of your employer, at a later date.

4.11 If your employer withdraws its certification that you are an elective member, you will revert to contributory member status from the date that the certification is withdrawn.

4.12 Upon choosing to join the Scheme you will enter into an agreement, in the form we prescribe, and you will be bound by the provisions of the Trust Deed, together with any amendments that may subsequently be made to that Deed.

4.13 Your membership of the Scheme will begin, unless otherwise agreed with us, on the date you complete your application to join the Scheme.

Contributory and Elective Members

Accounts

4.14 Upon joining the Scheme, two accounts will be set up for you. They are a Member No. 1 Account and a Member No. 2 Account.

9

Member No. '1 Account

4.15 Your contributions (including any voluntary contributions), net of any applicable group insurance premiums, are paid into your Member No. 1 Account along with any interest earned.

Member No. 2 Account

4.16 Your employer's contributions (net of any relevant group insurance premiums and any applicable withholding tax) made on your behalf are paid into your Member No. 2 Account along with any interest earned.

Salary

Contributory Members

4.17 If you are a contributory member, for the purposes of the Scheme, your 'salary' is defined as the remuneration received by you from your employer before the deduction of any taxes excluding overtime, bonuses, commission, expenses, allowances or other allowances of a similar nature.

Elective Members

4.18 If you are an elective member, for the purposes of the Scheme, your 'salary' means the amount nominated by your employer and advised to us from time to time as being your total remuneration for the purposes of the Scheme.

Contributions


4.19 If you join the Scheme as a contributory member you must elect your level of contribution, subject to a minimum amount of 1% of your salary, and notify us or the Administration Manager in writing of that election prior to joining the Scheme.

4.20 As a contributory member you can, once each period from 1 July to 30 June (the Financial Year of the Scheme), elect to vary your contribution to the Scheme by notice in writing to us or the Administration Manager. Any variation can be either to 0% or a multiple of 1% of your salary. The current practice is for any variations in your contributions to take effect 30 days after you advise your employer in writing of such a variation.

Elective Members

4.21 As an elective member you contribute to the Scheme such percentage or amount of your salary as notified in writing to us or the Administration Manager. If you fail to notify a percentage or amount of salary then you will be deemed to have elected to contribute at 1% of your salary. You have the option of electing to contribute at 0% of salary.

4.22 As an elective member you may, once each Financial Year of the Scheme (or more often if we permit) on a date determined by your employer and advised to us or the Administration

10

Manager, or on the balance date or such other date we may permit, vary the percentage or amount of salary you contribute. The variation may be to 0% of salary.

4.23 If your employer withdraws certification that you are an elective member, you may elect to contribute at 1% of salary or such higher multiple of 1% as notified in writing to us or the Administration Manager. If you do not elect a contribution rate you will be deemed to have elected to contribute at 0% of salary.

Voluntary contributions

4.24 You can, as either a contributory member or elective member, and subject to our approval, make voluntary lump sum contributions of any amount to the Scheme. As at the registration date of this Prospectus, the terms of our approval include a requirement for you to provide us with 30 days' prior written notice of your intention to make a voluntary lump sum contribution.

4.25 We may, at our discretion, accept contributions from you, including contributions that you transfer from another superannuation scheme, in any form, including cash and assets. Contributions made in a form other than cash will be accepted (if at all) at the market value as determined by us.

Employer contributions

4.26 Prior to paying the contributions into the Scheme your employer will deduct the amount of any withholding or other tax which your employer may be required by law to deduct. Please note, we reserve the right, at any time, to enter into an agreement with any employer to vary the amount of the employer's contribution. Such agreement shall be by way of an amendment to the Deed of Adherence.


4.27 As a contributory member, your employer must contribute to the Scheme the amount specified in that employer's Deed of Adherence.

4.28 As at the date of this Prospectus, the contribution rates of each participating employer in respect of new contributory members joining the Scheme are set out in the current supplement to the Investment Statement of the Scheme which relates to that participating employer.

Elective Members

4.29 As an elective member, your employer contributes the percentage or amount of your salary as you and your employer agree and notify in writing to us or the Administration Manager. If no percentage or amount is notified then your employer must contribute 1% of your salary.

4.30 You and your employer may (and shall if required by your employer) once in each Financial Year of the Scheme (or more often if we permit) on a date determined by your employer, vary the percentage or amount of your salary that your employer contributes to the Scheme to such percentage or amount as you and your employer agree (including to 0% of your salary). If your employer and you cannot agree to a varied amount then your employer will contribute 1% of your Salary until such time as an agreement is reached.

1 1

Transfers into the Scheme

4.31 You may, with our consent and subject to any conditions we apply, transfer into the Scheme the amount of any benefit available to you from another superannuation scheme. In this case we will determine what proportion of the amount received is credited to your Member No. 1 Account or No. 2 Account or the Reserve Fund.

4.32 We may accept the benefit in any form, including cash and assets. If in a form other than cash, the assets will be accepted into the Scheme at the market value we determine.

Leave of Absence

4.33 In the event that you are granted a leave of absence from work by your employer, neither you nor your employer will be required to pay contributions to the Scheme. You and your employer may make voluntary contributions during any leave of absence period. However, if you make voluntary contributions your employer is not required to do so.

Benefits and Cessation of Membership

4.34 For contributory and elective members, benefits are paid from the Scheme on you leaving the employment of a participating employer for any reason, including retirement or death.

4.35 Your membership of the Scheme shall terminate on the earlier of:

• you leaving the service of your employer for any reason

• your death

• the partial dissolution of the Scheme where your employer ceases to participate in the Scheme

• the winding up of the Scheme.

4.36 If you leave the service of one employer but commence service with another employer participating in the Scheme, either immediately or following a leave of absence, you shall not be entitled to any benefit as at that time and your membership of the Scheme shall continue.

4.37 If you cease to be employed by a participating employer, and provided the Deed of Adherence signed by your employer does not provide for different benefits, a lump sum benefit equal to the balance of your Member No. 1 and No. 2 Accounts will be paid to you, or in the case of your death, to your personal representative.

4.38 If you cease to be in the service of your employer (other than by reason of death) you may, in lieu of receiving a lump sum benefit from the Scheme, elect to have any benefits payable retained in the Scheme. The retention of a benefit in the Scheme is subject to our consent and the consent of your employer. Any benefit retained in the Scheme on your behalf shall accrue interest at the rate we declare. We may deduct from any retained benefit any expenses of the Scheme incurred in relation to you or your benefit and/or such proportion of the general expenses of the Scheme as we consider fair and reasonable.

12

4.39 Any benefit you retain in the Scheme may be withdrawn in one lump sum or, with our consent, you may make partial withdrawals on the terms and conditions we specify. On your death, the benefit or remaining balance will be paid to your personal representatives.

4.40 Alternatively, if you cease to be in the service of your employer (other than by reason of death), or you wish to transfer to another superannuation scheme that we approve, you may elect by notice in writing to us to have your benefit entitlement transferred to another superannuation scheme. Any such transfer will be subject to us, your employer, and the trustees of the other scheme all consenting.

In-Service Withdrawal

4.41 You will be eligible for an In-Service Withdrawal if you attain New Zealand Superannuation Qualification Age (which, as at the registration date of this Prospectus, is 65 years of age), but remain in the service of a participating employer. You may elect to receive all or part of the amount standing to your credit in your Member No. 1 and No. 2 Accounts before leaving service.

4.42 If you are eligible to make an In-Service Withdrawal you may make a maximum of 3 requests in each year ending 30 June (unless in cases of severe hardship we, in our absolute discretion, allow more). The minimum withdrawal amount is $2,500, unless the total balance of your Member No. 1 and No. 2 Accounts are being withdrawn. If a request is made for an amount that would result in the aggregate amount in your Member No. 1 and No. 2 Accounts being less than $5,000, we will pay you the total balance of your Member No. 1 and No. 2 Accounts.

CFA Members

Accounts

4.43 If you become a CFA Member, within each of your Member No. 1 Account and Member No. 2 Account you will have an additional sub-account, which are known as Locked In Accounts.

Locked In No. 1 Account

4.44 As part of your Member No. 1 Account, your CFA Member contributions, including any:

a amount transferred from another scheme that is subject to the complying fund rules

b voluntary contributions that you expressly instruct be allocated to the Locked In Account

tax credit described at paragraph 4.54 below,

shall be held in this Locked In sub-account.

Locked In No. 2 Account

4.45 As part of your Member No. 2 Account, your employer contributions that are subject to the complying fund rules shall be held in this Locked In sub-account.

13

Salary

4.46 If you are a CFA Member, your 'salary' has the meaning set out in section RD 5(1) of the Tax Act. At the registration date of this Prospectus, this was defined as your normal remuneration before tax, including overtime, bonuses, commissions, expense allowances, and other allowances of a similar nature.

Contributions

4.47 As a CFA Member you must contribute at a minimum rate of 2% (minimum contribution

amount) of your salary.

4.48 If you are a contributory or elective member and also a CFA Member, you must contribute the minimum contribution amount to your Locked In No. 1 Account. You may elect to contribute other amounts (as outlined above) in respect of your contributory or elective membership.

4.49 If you are no longer an elective member but remain part of the Scheme as a CFA Member you must contribute the minimum contribution amount required of a CFA Member.

4.50 You should note that under the Taxation (Annual Rates, Returns Filing, and Remedial Matters) Act 2012, both employee and employer minimum contribution amounts will increase to 3% from 1 April 2013. Please see page 44 for more information.

4.51 Different rules apply to Members who were CFA Members before 1 April 2009.

Voluntary contributions

4.52 As a CFA Member you may make voluntary lump sum contributions to your Locked In No. 1 Account. However, you must expressly instruct your employer that the voluntary lump sum contribution is to be allocated to your Locked In No. 1 Account.

Employer Contributions

4.53 From 1 April 2008, employees contributing to a KiwiSaver Scheme or complying superannuation fund through the workplace are able to receive compulsory employer contributions provided the employee is between 18 years of age and the age of eligibility to withdraw the member's interest (which, as at the registration date of this Prospectus, is 65 years of age). As at the date of this Prospectus, the compulsory contribution is 2% of salary (although it will increase to 3% from 1 April 2013).

CFA Member Tax Credits

4.54 As a CFA Member you will qualify to receive a Government tax credit each year to supplement your contributions to your Locked In Accounts if you meet the relevant requirements of the Tax Act. As at the registration date of this Prospectus, the amount of your

14

tax credit will be calculated in accordance with a statutory formula based on contributions to your Locked In No. 1 Account, together with any KiwiSaver Scheme and any other complying superannuation fund contributions for that member credit year, and the number of days in the year on which you meet the relevant requirements, capped at $521.43.

4.55 Your tax credit will be paid annually and credited to your Locked In No. 1 Account. This tax credit will be allocated pro-rata in accordance with your current investment election (or the default election) or as required by the Tax Act. If you are a member of a KiwiSaver Scheme or one or more other complying superannuation funds then the tax credit will be credited in accordance with the relevant legislation.

4.56 The rules relating to tax credits may, at any time, be the subject of legislative change.

Transfers into the Scheme

4.57 If any amount transferred to the Scheme by you received includes a 'locked in' accumulation from another superannuation scheme, that accumulation must be transferred to your Locked In Accounts. All transfers are subject to our consent and are subject to any conditions we impose.

4.58 We may accept the benefit in any form, including cash and assets. If in a form other than cash, the assets will be accepted into the Scheme at the market value we determine.

Contribution Holiday

4.59 As a CFA Member, contributions to Locked In Accounts cannot be stopped, and may only be suspended via a contribution holiday. You may, after applying to us, take a contribution holiday for a period of not less than 3 months and for no longer than 5 years, although successive contribution holidays can be taken.

4.60 If you are granted a contribution holiday then your employer's contributions will also be suspended for this period, aside from those contributions still required to be paid by law.

Benefits and Cessation of Membership

4.61 Benefits are paid from the Scheme to you, as a CFA Member, on your death or the later of you reaching New Zealand Superannuation Qualification Age (which, as at the registration date of this Prospectus, is 65 years of age) or 5 years of membership in a KiwiSaver Scheme or complying superannuation fund.

4.62 Your membership of the Scheme shall terminate on the earlier of:

• you leaving the service of a participating employer for any reason

• your death

• the partial dissolution of the Scheme where your employer ceases to participate in the Scheme

15

• the winding up of the Scheme.

4.63 Where you become eligible for a benefit from the Scheme the benefit payable shall be the total amount standing to the credit of your Member No. 1 and No. 2 Accounts (including the amount in any Locked In Accounts) and shall be paid to you, or in the case of your death, to your personal representative.

In-Service Withdrawal

4.64 If you have been a member of a complying superannuation fund or KiwiSaver Scheme for at least 5 years and you have attained New Zealand Superannuation Qualification Age (which, as at the registration date of this Prospectus, is 65 years of age), but remain in the service of a participating employer you will be eligible for an In-Service Withdrawal in accordance with the rules for an In-Service Withdrawal set out at paragraphs 4.41 and 4.42.

Special Provisions and Benefits Related to Locked-In Accounts

4.65 Locked In Accounts are subject to special rules in respect of the minimum contributions which must be allocated to those accounts, the benefits which can be paid from them, and as to the circumstances under which amounts can or must be transferred from those accounts.

4.66 Except in the event of your death, you may not withdraw a benefit from your Locked-In Accounts until the later of the date on which you reach New Zealand Superannuation Qualification Age (which, as at the registration date of this Prospectus, is 65 years of age) or the date on which you have been a member of a complying superannuation fund and/or a KiwiSaver Scheme for 5 years. After the later of these dates you may withdraw the amounts in your Locked In Accounts, but you will not be obliged to unless you cease to be eligible to be a member of the Scheme.

4.67 We must comply with the provisions of any enactment which require us to release funds from your Locked In Accounts, including a requirement by order of any Court under any enactment, for example an order made under section 31 of the Property (Relationships) Act 1976.

4.68 You may request a transfer of all or part of your Locked In Accounts to another complying superannuation fund or to a KiwiSaver Scheme. If such a request is made we must, in accordance with the requirements of the KiwiSaver Act (in respect of a KiwiSaver Scheme) and the complying fund rules (in respect of a complying superannuation fund), transfer part or all of your Locked In Accounts in accordance with that request. In the case of a transfer to another complying superannuation fund, we must provide the provider of that complying superannuation fund with any information required to be supplied under the complying fund rules.

4.69 If you cease to be an eligible Member of the Scheme or are unable to remain a Member, and you do not request a transfer, we must transfer the amount standing in your Locked In Accounts to a KiwiSaver Scheme.

4.70 If the Financial Markets Authority revokes approval of the Scheme as a complying superannuation fund and your Locked In Accounts are not transferred to another complying superannuation fund, we must transfer the amount standing in your Locked In Accounts to a

16

KiwiSaver Scheme. We will notify the Commissioner of Inland Revenue when this is required to be done, along with any necessary information required to be supplied.

General provisions relating to all members

Assignment of Benefits

4.71 You may not assign, charge, alienate, or borrow against the security of your Member No. 1 or No. 2 Accounts.

Bankruptcy or Incapacity to manage own affairs

4.72 If you become bankrupt your contingent interest in the part of any benefit to which you are entitled shall be forfeited to the Scheme to the full extent permitted by law. The amount of any forfeited benefit may be applied by us, at our discretion, for your maintenance and support, or otherwise for your benefit or the benefit of your dependants. However, you should not rely on your benefits being protected in the event of bankruptcy.

4.73 Your benefits may also be forfeited if you become incapable of managing your own affairs. We shall apply the forfeited benefit in accordance with the wishes of any committee appointed to manage your affairs. If there is no such committee, we shall, at our discretion, apply your benefit for your maintenance and support, or otherwise for your benefit.

Taxation of Benefits

4.74 We are entitled to deduct from any payment or benefit payable to you under the Trust Deed, any taxes, duties impost, or charge for which we may become liable as a result of the payment.

4.75 We also recommend that you seek independent professional tax advice before withdrawing.

Trustees

Appointment of Trustees

4.76 There must be no less than three and no more than six trustees of the Scheme, although a body corporate registered and incorporated in New Zealand may be appointed to act as sole trustee.

4.77 Fonterra has the power to appoint and remove trustees of the Scheme (including but not limited to a sole corporate trustee) from office and appoint another person in his or her place. Fonterra is not required to state why a trustee has been removed from office.

4.78 The office of trustee shall fall vacant if the trustee:

• dies

• resigns by notice in writing to Fonterra

• is removed from office by Fonterra by notice in writing to the trustee

17

• becomes bankrupt or makes an assignment to his or her creditors or in the case of a corporation, an order or resolution is made for its winding up, or it is placed in liquidation, receivership or statutory management

• in the opinion of Fonterra or all of the other trustees, becomes for any reason unable to perform the duties of a trustee.

Trustees' powers

4.79 We have the power to administer the Scheme in accordance with the provisions of the Trust Deed and by law. This can include employing nominees or agents to hold the assets of the Scheme, to administer the records of the Scheme, and to pay benefits.

4.80 We can also delegate our power under the Trust Deed to another person or organisation and to pay delegates for their services.

4.81 A corporate trustee may act by resolution of its board of directors or by a person appointed by a resolution of its board of directors.

Trustees' liabilities and indemnity for expenses

4.82 Under the terms of the Trust Deed, we shall be fully indemnified out of the Scheme against all claims, costs, losses, expenses, and liabilities we may incur in carrying out our duties under the Trust Deed. All assets of the Scheme are equally available to meet our liabilities. We have a lien on the assets of the Scheme in respect of this indemnity.

4.83 We will not be liable for:

• any loss or damage arising other than directly from our own wilful default

• the act or default of co-trustees

• any act done in good faith in accordance with all of our discretion

• an act or default of any actuary, solicitor, accountant, banker, broker, advisor, etc, employed by us in good faith.

Reporting

4.84 Within six months after the end of each Financial Year of the Scheme (or earlier where required by legislation) we shall prepare an annual report on the Scheme for that financial year. A copy of the report will provided to the Financial Markets Authority. You will also receive a copy.

Amendments to the Trust Deed

4.85 We may, with the consent of Fonterra, amend the Trust Deed of the Scheme. Any amendment will be made by deed subject to the provisions required by the Superannuation Schemes Act

18

1989. These provisions include the requirement that changes that:

• reduce, postpone, or adversely affect the benefits arising from membership up to the date of the change

• increase the contributions, fees, or charges payable by any member

• remove any right of a member or other beneficiaries to participate in the management of the Scheme

• increase the employers' rights to a reversion of assets,

may only be made if all affected members give their written consent.

4.86 A copy of all Trust Deed amendments must be filed with the Financial Markets Authority.

Winding up the Scheme

4.87 The Scheme will be wound up if Fonterra ceases to operate or if we or Fonterra resolve to wind up the Scheme.

4.88 Any benefits which have become payable after deducting the costs and expenses associated with winding up the Scheme will be paid first. Then the sum of all Member No. 1 and No. 2 Accounts will be paid to members, provided that in the case of CFA Members, an amount equivalent to their employee superannuation accumulation must be dealt with in accordance with the complying fund rules. Payments to those CFA Members will be adjusted accordingly. If the value of the assets remaining are less than the total of the balances of all Member No. 1 and No. 2 Accounts, the amount paid to members will be reduced in proportion to their account balances.

4.89 If there are more assets than required to pay each member's entitlement, the excess may, with the agreement of the employers, be distributed among the members in proportion to their account balances. Alternatively, with the prior consent of the Financial Markets Authority, the excess may be refunded to the participating employers. If the Financial Markets Authority does not consent, then the excess would be used to augment all the benefits payable and in such circumstances the agreement of the employers would not be required.

4.90 Each member entitled to a benefit on the winding up of the Scheme will receive a copy of the final accounts of the Scheme and written advice on how the moneys of the Scheme are to be distributed.

Partial Wind up of the Scheme

4.91 If a participating employer ceases to operate, is wound up, ceases to be an employer, or so resolves, then we will wind up the part of the Scheme that relates to the members who work for that employer. The partial winding up of the Scheme shall be carried out in the same manner as would apply as if the Scheme as a whole was being wound up.

Insurance

19

4.92 We may, in our absolute discretion, from time to time, arrange a Group Insurance Scheme to be made available to you in order to provide supplementary benefits to you on leaving Service. If a Group Insurance Scheme is offered the premiums payable will be deducted from contributions paid by your employer (if any), but, in the absence of any employer contributions, will be deducted from your contributions. If you are not making any contributions or your contributions are insufficient to meet the premium, or are unable to be used to make premium payments, you will pay us the amount of premium required. If the amount of premium required is not paid your insurance will cease. At the date of this Prospectus we do not intend to offer a Group Insurance Scheme.

Reserve Fund

4.93 We maintain a Reserve Fund in the Scheme. Money allocated to this fund arises from:

• amounts not used to pay benefits when a member leaves the Scheme, including unclaimed benefits

• benefits forfeited to the Scheme in the event of bankruptcy

• investment income.

4.94 The Trust Deed provides that the Reserve Fund may be used to:

• apply interest to Member No. 1 and No. 2 Accounts

• increase the retirement benefits of all members on an equitable basis

• provide benefits other than retirement benefits to all members on an equitable basis

• meet all or part of employers' contributions

• meet the expenses of the Scheme not otherwise debited to Member No. 2 Accounts.

4.95 If at any time there are insufficient funds in the Reserve Fund to:

• meet the administration expenses of the Scheme, or

• the Scheme or one or more investment portfolios has a negative interest rate,

we may decide to debit the expenses or the negative interest rate to Member No. 1 and No. 2 Accounts in proportion to the balances of these accounts.

20

Investments

Investment Provisions

4.96 We may invest the assets of the Scheme in any investment. There are no restrictions on such investments except that we and the Investment Managers are obliged by the Trustee Act 1956 to invest the assets prudently and to exercise the care, diligence and skills required of us in terms of that Act.

4.97 We have the power to appoint and remove any investment manager, from time to time, and to delegate our powers to that manager. We also have the power to appoint and remove from office a custodian trustee in respect of the whole or any part of the assets of the Scheme.

4.98 We have the power to borrow money and raise money by a mortgage or charge over all or any of the assets of the Scheme. However, at the registration date of this Prospectus there are no borrowings and none are currently planned.

Investment Election

4.99 We may nominate one or more investment portfolios for the investment of the Scheme or any part of the Scheme. If we nominate one or more investment portfolios we will notify you of the investment portfolios available and invite you to make an investment election.

4.100 If we invite you to make an investment election, it will operate on the following terms and conditions:

• We will notify you of the investment portfolios nominated for the investment of the Scheme or part of the Scheme, and invite you to provide us with an investment election, nominating one or more investment portfolios for use in determining the rate or rates at which interest shall be allocated to your Member No. 1 and No. 2 Accounts, during the period of the election.

• You may, with our consent, amend your investment election by nominating a different portfolio or portfolios to be used. The amendment to your investment election will take effect at the beginning of the next month following written notification of your election to us.

Apportionment of Interest

4.101 We apportion to your Member No. 1 and No. 2 Accounts (and if you are a CFA Member, to your Locked In Accounts) interest which we consider appropriate, having regard to the performance of your selected investment portfolio, or portfolios. That interest may be either positive, zero, or negative, depending on the performance of the relevant investment portfolio or portfolios.

4.102 If you do not provide an investment election, we will apportion interest to each of your accounts by having regard to the investment performance of one or more of the investment portfolios as determined by us. Our policy is that if you do not make an investment election, interest will be apportioned to your accounts in accordance with the performance of the Balanced Portfolio.

21

4.103 You do not acquire an interest in any particular asset or in any particular investment portfolio. The investment portfolios are used solely to calculate apportionment of interest and we are under no obligation to make an investment in any investment portfolio. The assets of one investment portfolio can be used to meet the liabilities of another investment portfolio.

Investment Portfolios

4.104 As at the registration date of this Prospectus, there are four investment portfolios available for investment elections, and seven investment options in total. These options are:

Cash Portfolio

4.105 The Cash Portfolio invests 100% in income assets (New Zealand bank deposits and New Zealand short term securities issued by Government, bank, or prime issuers).

Conservative Portfolio

4.106 The Conservative Portfolio invests in 25% growth assets (Trans-Tasman equities, international equities, global listed property, listed infrastructure, and natural resources) and 75% income assets (New Zealand and international fixed interest, New Zealand bank deposits and New Zealand short term securities issued by Government, bank, or prime issuers).

4.107 The objective of the Conservative Portfolio is to provide better returns than New Zealand bank term deposits over a medium to long term period.

Balanced Portfolio

4.108 The Balanced Portfolio invests in 58% growth assets (Trans-Tasman equities, international equities, listed infrastructure, natural resources, global listed property, and residual alternative assets) and 42% income assets (New Zealand and international fixed interest, New Zealand bank deposits and New Zealand short term securities issued by Government, bank, or prime issuers).

4.109 The Balanced Portfolio provides an opportunity to gain exposure to a diversified, medium risk portfolio of investments.

4.110 Residual alternative assets represent only a small component of the total assets of the Scheme and are currently being transitioned out of this portfolio.

Growth Portfolio

4.111 The Growth Portfolio invests in 77% growth assets (Trans-Tasman equities, international equities, listed infrastructure, natural resources, global listed property, and residual alternative assets) and 23% income assets (New Zealand and international fixed interest, New Zealand bank deposits and New Zealand short term securities issued by Government, bank, or prime issuers).

4.112 The Growth Portfolio provides an opportunity to gain exposure to a diversified, medium/high risk portfolio of investments.

22

4.113 Residual alternative assets represent only a small component of the total assets of the Scheme and are currently being transitioned out of this portfolio.

Split Portfolios

4.114 You can elect a 50/50 split among adjacent portfolios:

• 50% Cash and 50% Conservative

• 50% Conservative and 50% Balanced

50% Balanced and 50% Growth.

4.115 Please note that the investment strategy and asset allocations of these investment portfolios, as well as the investment portfolios available and the ability to nominate more than one investment portfolio, may change at any time. For up to date information, please contact the Secretary to the Trustees.

Investment Activities and Material Developments of the Scheme

4.116 Set out below is a brief description of the investment and other activities of, and material developments relating to, the Scheme for the five years preceding the registration date of this Prospectus:

Trust Deed Amendment

6 March 2009 The Trust Deed was consolidated and amended to reflect the relevant provisions of the Taxation (Urgent Measures and Annual Rates) Act 2008.

5 August 2008

January 2009

31 August 2010

30 June 2011

February 2012

5 March 2012

Investment Management Changes

We appointed BlackRock Investment Management (Australia) Limited to be an additional Investment Manager for the Scheme's International Fixed Interest, instead and in place of BT Funds Management (NZ) Limited.

At the request of BT Funds Management (NZ) Limited, the process of transitioning the Scheme's assets comprising investments in Alternative Assets out of the Fund managed by BT Funds Management (NZ) Limited began.

We appointed Harbour Asset Management Limited to replace Brook Asset Management Limited for the Scheme's Trans-Tasman equities.

We amended the mix between Harbour and OnePath in Trans-Tasman equities from 50/50 to 70/30 in favour of Harbour.

BlackRock notified us that it had closed its fund and subsequently commenced the release of cash from that fund to the Scheme. This transition was completed in July 2012 and BlackRock has subsequently ceased to be an investment manager of the Scheme.

We appointed Implemented Investment Solutions Limited, as an additional investment manager to replace BlackRock, by applying to invest part of the assets of the Scheme in the Russell Investments Global Fixed Interest Fund for the Scheme's international fixed interest, with effect from 19 March 2012.

23

12 July 2012

25 June 2012

31 July 2012

1 January 2012

14 December 2012

14 December 2012

Tower Asset Management Limited is no longer appointed as investment manager for the Scheme's international fixed interest investments. The Scheme's international fixed interest assets were transitioned to Implemented Investment Solutions Limited. The completion of this transition meant that Tower Asset Management Limited is no longer the manager of any assets of the Scheme.

We appointed Mercer Investment Nominees (NZ) Limited as an additional investment manager in respect of listed infrastructure and natural resource assets.

The Scheme ceased to hold Trans-Tasman listed property assets, with those assets transferred to listed infrastructure and natural resource investments. Whilst OnePath no longer performs a management role in respect of the former Trans-Tasman listed property assets class, it remains an investment manager in respect of Trans-Tasman equities, New Zealand fixed interest, and cash investments.

Legislative Changes

The Financial Markets Authority revoked the Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 1998. That exemption notice was replaced by the Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 2011 which came into force on 20 December 2011, and which grants us an exemption, subject to compliance with the notice, in respect of this offer of membership, where, amongst other things, every participating employer who is a Promoter is not required to be named as Promoter in the Prospectus or sign the Prospectus.

General Matters

The Scheme's assets have been invested by the Investment Managers under our direction in accordance with the Statement of Investment Policy and Objectives (SIP0). The current SIPO is dated 14 September 2012.

The Scheme has admitted new Members, collected contributions, paid out benefits, and reported to Members and government bodies as and when required by legislation.

Liability of Members

4.117 No other liabilities (including contingent liabilities) will be incurred by you, as a member, in relation to the Scheme, other than in respect of your contributions.

Statement of Investment Policy and Objectives for the Scheme

4.118 We have adopted a formal SIPO for the Scheme. We regularly review and update the SIPO by resolution. The current SIPO is dated 14 September 2012.

4.119 We have appointed professional Investment Managers to invest the Scheme's assets in accordance with the SIPO. We regularly monitor the performance of the Investment Managers, using regular reports by the Investment Managers and the report of the Investment Consultant.

24

Return Objectives

4.120 Under the SIPO the Scheme's investment assets are managed under a multi-manager, sector-specialist structure, with assets allocated between Investment Managers. The objectives for the Scheme's portfolios (after tax, fees, and inflation at least two thirds of the time over the rolling periods shown) are:

• Conservative Portfolio: 2% pa over rolling 5 year averages

• Balanced Portfolio: 3% pa over rolling 10 year averages

• Growth Portfolio: 4% pa over rolling 15 year averages

• Cash Portfolio: achieve returns, before tax, fees, and inflation, similar to the return on 90 day bank bills.

Benchmark Mixes

4.121 The following table summarises the benchmark mixes for Member's investment choices as at the registration date of this Prospectus.

Sector Cash 50% Conservative 50% Balanced 50% Growth % Cash /0 Conservative % Balanced °/0

50% 50% 50% Conservative Balanced Growth

0/0 0/0

%

Trans-Tasman 3 6 9.5 13 15 17 Equities

International 6.5 13 21.5 30 35.5 41 Equitie0

Global Listed 3.5 Property

Listed 2 3.5 5 5.5 6 Infrastructure

Natural resources 3.5 5 5.5

Alternative Assets (2)

Total Growth 12.5 25 41.5 58 67.5 77 Assets

NZ Fixed Interest 11 22 14.5 7 4.5 2

International Fixed 9 18 22.5 27 22 17 Interest(3)

Cash 100 67.5 35 21.5 8 6 4

Total Income 100 87.5 75 58.5 42 32.5 23 Assets

(1)50% hedged after tax. (2)Alternative assets comprise investment in a fund of hedge funds. At the request of BT Funds Management (NZ) Limited the Scheme's assets comprising investment in alternative assets will be transitioned out of the fund managed by BT Funds Management (NZ) Limited. Due to the nature of the assets and their liquidity, it is expected that this process will take some time. The actual allocation to alternative assets now represents a very small component of the actual total assets, as it is now nearly completely sold down, and new opportunities have not as yet been invested in. Any cash released from the fund managed by BT Funds Management (NZ) Limited will be invested in accordance with the strategic asset allocations above. (3)Hedged.

25

4.122 The SIPO can be altered at any time by resolution of the Trustees. If the actual asset weightings vary by more than 10% from the relevant benchmark weighting then sufficient assets will be transferred between Investment Managers to bring the allocations within the ranges set out above. For current information in relation to the benchmark mixes please contact the Secretary to the Trustees.

Benchmark Indices

As at the registration date of this Prospectus the following benchmark indices are used to measure the performance of the various Investment Managers:

Trans-Tasman Equities Index Aware NZX-50 Gross Index with imputation credits

Index Unaware ANZ NZ 90-day Bank Bill Index +5%

International Equities Core Markets Hedged

Core Markets Unhedged

Emerging Markets

Global Listed Property

Listed Infrastructure

Natural Resources

Alternative Assets

NZ Fixed Interest

International Fixed Interest

Cash

MSCI World Index with net dividends reinvested, 100% hedged to NZD (on an after tax basis)

MSCI World Index with net dividends reinvested

MSCI Emerging Market Free Float Index (unhedged to NZD)

FTSE EPRA/NAREIT Developed Rental Index (100% Hedged into NZD on an after tax basis)

UBS Global 50/50 Infrastructure and Utilities Index (100% hedged into NZD, on an after tax basis)

75% DJ UBS Commodity Index +25% S&P GSCI Agricultural Index (100% hedged into NZD, on an after tax basis

ANZ NZ 90-day Bank Bill Index +3% p.a.

ANZ NZ All Government Stock Gross Index

Barclays Capital Global Aggregate Index (100% hedged into NZD)

ANZ NZ 90-Day Bank Bill Index

26

Investment Managers and individual performance objectives

Trans-Tasman Equities

Investment Managers

Harbour Asset Management Limited — Index Aware

OnePath (NZ) Limited — Index Unaware

Performance Objective — Index Unaware The Trans-Tasman equity Investment Managers are expected to exceed the ANZ 90 Day Bank Bill index by 5% per annum over any 3 year period.

Performance Objective — Index Aware

The Trans-Tasman equity Investment Managers are expected to exceed the NZX50 Index (with imputation credits) by 3% per annum over any 3 year period.

International Equities

Investment Manager

AMP Capital Investors (New Zealand) Limited — Core Markets and Extended Markets

Performance Objective

The international equities manager is expected to exceed the benchmark rates of return for Core and Emerging Markets by 2% and 2.5% per annum respectively over any 3 year period.

AMP Capital Investors (New Zealand) Limited vehicles are multi manager vehicles with managers selected by

AMP.

Global Listed Property

Investment Manager

AMP Capital Investors (New Zealand) Limited


AMP Capital Investors (New Zealand) Limited is expected to exceed the benchmark rate of return by 2% per annum over any 3 year period.

Alternative Assets

Investment Manager

BT Funds Management (NZ) Limited


The Investment Manager is expected to achieve the benchmark rate of return which is ANZ Bank Bill Index + 3% irrespective of market conditions.

Alternative assets comprise investment in a fund of hedge funds. At the request of BT Funds Management (NZ)

Limited the Scheme's assets comprising investment in alternative assets will be transitioned out of the fund

managed by BT Funds Management (NZ) Limited and will be invested in accordance with the strategic asset

allocations set out on page 25. The actual allocation to alternative assets now represents a very small component

of the actual total assets.

27

Listed Infrastructure

Investment Manager

Mercer Investment Nominees (NZ) Limited


Mercer Investment Nominees (NZ) Limited is expected to exceed the benchmark rate of retum by 1% per annum over any 3 year period.

Natural Resources

Investment Manager



Mercer Investment Nominees (NZ) Limited is expected to exceed the benchmark rate of return by 1% per annum over any 3 year period.

New Zealand Fixed Interest

Investment Manager


OnePath (NZ) Limited


The Investment Managers are expected to exceed the benchmark rate of return by 0.75% per annum over any 3 year period.

International Fixed Interest

Investment Manager

Implemented Investment Solutions Limited


The Investment Manager is expected to exceed the benchmark rate of return by 1.0% per annum over any 3 year period.

Cash

Investment Manager




The Investment Managers are expected to exceed the benchmark rate of return by 0.2% per annum over any 3 year period.

28

4.123 The Investment Managers, fund managers, or the investment funds that they use or invest in, are correct as at the registration date of this Prospectus. However, these details may change at any time by agreement between us and the Investment Managers. For an up to date list of the current Investment Managers, fund managers and investment funds please contact the Secretary to the Trustees.

Investment Performance of the Scheme

4.124 The following table sets out the investment performance of the Scheme during each of the five financial years preceding the registration date of this Prospectus:

Year ending 30 June

Investment earnings (before taxes and expenses)

$

Investment Earnings Rate (before taxes and expenses)

% pa

2012 2,581,633 3.0

2011 9,605,188 12.3

2010 9,068,625 12.7

2009 (7,266,847) -9.2

2008 (3,996,017) -4.6

4.125 The investment earnings rates of the Scheme above is shown before tax and expenses. The interest rate allocated to your accounts is net of tax, expenses, and insurance premiums, and is declared by us annually, having regard to the earnings of the Scheme, and fall-ins on the resignation of Members who are not paid on a total remuneration basis, and who have completed less than five years of membership.

4.126 The basis used to calculate the above Investment Earnings Rates is:

21 A +B -1

where / is the earnings of the Scheme during the year, A is the value of Scheme assets at the beginning of the year, and B is the value of the Scheme assets at the end of the year.

29

4.127 The following table sets out the investment performance of the Scheme's portfolios during each of the five financial years preceding the registration date of this Prospectus:

Portfolio Returns

Year ending 30 Cash Conservative Balanced Growth June

% p a % p a % pa % pa

2008 5.71 -0.52 -6.61 -9.88

2009 4.13 -2.30 -12.23 -18.19

2010 2.42 7.52 10.22 11.92

2011 2.63 6.77 10.48 12.74

2012 2.19 3.03 0.72 -1.01

4.128 The annual credited interest rates in the above table are calculated by compounding the 12 monthly interest rates for the year ending 30 June. The monthly interest rates for each portfolio are estimated from the pre-tax investment return of the underlying investment managers weighted by the portfolio's asset allocation, adjusted for an allowance for tax, investment management fees and Scheme administration expenses. The rates for June, the last month of the Financial Year of the Scheme, are finalised once the audited 30 June financial statements are available each year.

4.129 We apply the full rate of positive or negative investment earnings, net of tax and fees, to the accounts of the contributory members of the Scheme.

30

5 Summary of Financial Statements

5.1 What follows, in the table below, is a summary of the Scheme's financial statements that complied with and were registered under the Financial Reporting Act 1993 for each of the five preceding years, beginning with the year ended 31 June 2008.

2012 2011 2010 2009 2008

Investment revenues

12 Months

to 30 June

NZ IFRS

12 Months

to 30 June

NZ IFRS

12 Months

to 30 June

NZ IFRS

12 Months

to 30 June

NZ I FRS

12 Months

to 30 June

NZ IFRS

Net gains/(losses) on investments 2,567,566 9,591,814 9,053,561 (7,297,363) (5,562,505)

Other investment revenues 14,067 13,374 15,064 30,516 1,566,488

Total investment revenues 2,581,633 9,605,188 9,068,625 (7,266,847) (3,996,017)

Other revenues - 455 14,838 20,388 53,674

Investment expenses 274,789 300,333 287,552 258,080 265,105

Management expenses 327,302 311,626 294,325 349,728 408,008

Operating result! change in net

assets before taxation and

membership activities 1,979,542 8,993,684 8,501,586 (7,854,267) (4,615,456)

Income tax expense/(credit) 1,192,789 1,626,390 2,156,157 (134,581) 15,750

Operating result! change in net assets 786,753

before membership activities 7,367,294 6,345,429 (7,719,686) (4,631,206)

Membership activities

Member contributions 3,295,851 3,277,016 3,055,375 3,226,485 3,305,938

Employer contributions 3,487,020 3,473,872 3,519,373 3,783,059 4,074,815

Transfers in from other schemes 144,407 47,442 - 281,104

Benefits paid 4,415,882 7,826,360 5,037,772 6,499,764 13,516,179

Net membership activities 2,511,396 (1,028,030) 1,536,976 509,780 (5,854,322)

Operating result! change in net

assets 3,298,149 6,339,264 7,882,405 (7,209,906) (10,485,528)

Allocation to members' accounts 3,298,153 6,339,246 7,882,521 (7,209,839) (10,470,849)

Transfers to/(from) reserves (4) 18 (116) (67) (14,679)

3,298,149 6,339,264 7,882,405 (7,209,906) (10,485,528)

Total assets 89,786,276 86,340,874 80,425,244 72,220,190 79,376,379

Total tangible assets 89,786,276 86,340,874 80,425,244 72,220,190 79,376,379

1 kAibJ 34 Wellington

Marked for L Identification

Wellington

Marked for Identification

Liabilities other than liabilities for

accrued benefits 217,554 70,301 493,935 171,286 117,569

Net assets available to pay benefits 89,568,722 86,270,573 79,931,309 72,048,904 79,258,810

Liabilities for accrued benefits 89,568,722 86,270,573 79,931,309 72,048,904 79,258,810

Notes to the Summary of Financial Statements

a The financial statements of the Scheme for the year ended 30 June 2008 were the first prepared in accordance with NZ Equivalents to International Financial Reporting Standards (NZ IFRS). NZ IFRS 1 First-time Adoption of New Zealand Equivalents to International Reporting Standards was applied in preparing these financial statements.

c When preparing the Financial Statements for the year ended 30 June 2008, where necessary, we amended certain accounting and valuation methods applied in the previous NZ FRS Financial Statements to comply with NZ IFRS.

d The amounts stated in this Summary have been taken from the audited financial statements of the Scheme for the years ended 30 June 2008, 2009, 2010, 2011, and 2012. These audit reports were either unqualified, for the years 2008, 2009 and 2010, or unmodified, for the years 2011 and 2012, and did not contain any fundamental uncertainty or emphasis of matter.

6 Guarantors

6.1 No person guarantees the payment of any money payable from the Scheme.

7 Acquisition of Business or Equity Securities

7.1 The Scheme has not, in the two years preceding the registration date of this Prospectus, acquired any business or unlisted equity securities, the consideration for which exceeds one-fifth of the total tangible assets shown in the Scheme's summary of financial statements on pages 31 to 32.

8 Interested Persons

8.1 Professional fees are paid by us from the Scheme and vary depending on the amount of work the Scheme's advisers are required to carry out. The fees are largely in respect of advice and services provided by the Scheme's auditors, tax advisers, solicitors, and consultants. There is no dollar limit on the amount of professional fees and expenses that may be paid from the Scheme.

8.2 Our current policy is to deduct all fees and expenses from the investment earnings before the interest rates are set but this policy may change at any time. We may also deduct from your Member No. 2 Account any expenses of the Scheme that relate to you or a portion of the Scheme's general expenses which we consider fair and reasonable.

8.3 Expenses of the Scheme not deducted from the investment earnings or your Member No. 2 Account are met from the Reserve Fund. In the event that there are insufficient funds in the Reserve Fund to meet these expenses, your Member No. 1 and No. 2 Accounts could be charged with a proportionate amount of the Scheme's expenses.

32

-■

8.4 The fees payable to various entities in respect of the Scheme are set out below:

Administration Manager

8.5 The Administration Manager is entitled to remuneration for providing administration services to the Scheme and to be reimbursed for all reasonable disbursements incurred in administering the Scheme. The amount of remuneration is determined by reference to a formula agreed with us and adjusted each year, with effect from 1 January of that year, to reflect the annual movement in the National Average Wage Earnings Index published by the Department of Statistics. Therefore any increase in those fees is limited by the increase in the average ordinary time wage. The current fees for the Administration Manager as at the registration date of this Prospectus are as follows:

Membership Number Fee

First 1,000 Members $4.80 per member per month

Next 1,000 Members $3.38 per member per month

Next 1,000 Members $2.82 per member per month

Subsequent Members $2.24 per member per month

New Entrant Fee $33.47 per new member

Benefit Payment Fee $66.97 per payment

Member Investment Switch Fee First Switch per year free, then $53.59 per switch

Secretarial Expenses $30,936.00 (plus GST) per annum

Complying Fund Administration $1,474.77 per month

8.6 We pay the administration fees from the assets of the Scheme to the Administration Manager. All administration fees are GST exempt, except for the Secretarial Expenses. GST does not currently apply to the Administration Manager's fees (unless specifically disclosed).

8.7 The remuneration of the Administration Manager can be altered by agreement between the Administration Manager and us, and there is no limit to the amount that can be agreed.

Investment Managers

8.8 The Investment Managers are entitled to remuneration for their services and to recover transaction costs. There is no limit on the amount of transaction costs that may be recovered by each Investment Manager. The investment management fees listed are exclusive of GST, which is charged in addition where applicable, with such fees open to revision. As at the registration date of this Prospectus the limits on the Investment Manager fees deducted from, and payable out of, the Scheme are as follows:

33


Fees

Global Listed Property 0.75% pa

International Equities — (Core Fund) 0.53% pa *

International Equities — (Emerging Markets Fund) 0.85% pa *

New Zealand Fixed Interest 0.20% pa

Cash 0.10% pa

* Some underlying fund managers employed by AMP Capital Investors (New Zealand) Limited are paid

performance fees. The amount of performance fees debited will be reflected in the unit prices of the underlying

funds concerned, which will impact the return to a Portfolio that invests in that underlying fund.

BT Funds Management (NZ) Limited

First $10m Balance over $10m

Alternative Assets 1.32% palnot charged)

1.17% pa *(not charged)

At the request of BT Funds Management (NZ) Limited, the Scheme's assets comprising investment in alternative

assets are being transitioned out of the fund managed by BT Funds Management (NZ) Limited. Due to the nature

of these assets and their liquidity, it is expected that this process will take some time.

Any cash released from the fund managed by BT Funds Management (NZ) Limited will be invested in proportion to

the benchmark allocations of the remaining asset classes of the Scheme whilst a long term solution on the

approach to alternative assets is considered.

*BT Funds Management (NZ) Limited is no longer charging the Scheme a management fee on the basis that the

alternative assets are being transitioned into cash and are not being actively managed.

Harbour Asset Management Limited

First $10m Next $10m - Next $20m - Next $40m - Balance $20m $40m $100m thereafter

Trans-Tasman 0.55% pa 0.45% pa 0.38% pa 0.35% pa 0.32% pa Equities

Harbour Asset Management Limited invests in the Harbour Australasian Equity Fund. An additional fee of 0.13% is

payable for administration services provided by the trustee of the Harbour Australasian Equity Fund.


Fees

International Fixed Interest 0.43% pa

An additional fee, capped at 0.10% pa (plus GST) is payable to meet the in-fund costs of the Russell Investments

Global Fixed Interest Fund.

34


Fees

Listed Infrastructure 0.85% pa

Natural Resources 1.05% pa

Mercer Investment Nominees (NZ) Limited has the discretion to impose additional fees and any investment

manager performance fees charged will be made via adjustments to the relevant unit price. A buy/sell spread is

also charged by Mercer Investment Nominees (NZ) Limited.


Fees

Trans-Tasman Equities t 2 0.65% pa l

New Zealand Fixed Interest 0.18% pa

Cash 0.09% pa

First $5m Next $10m Next $10m Balance over $25m

Fee reduction based on total funds under management

0% 15% 25% 35%

For Trans-Tasman Equities — Index Unaware the fee will increase to include an additional fee of 10% of any

performance in excess of the benchmark, being the ANZ 90 Day Bank Bill index plus 5% per annum over any 3

year period. This performance fee for outperformance is only payable when:

• the "high water mark" is exceeded, meaning that if the benchmark is not achieved in a year, then

effectively OnePath (NZ) Limited will not be entitled to a performance fee until that deficit is recouped,

and

• the base fee has been subtracted (i.e. the outperformance is measured net of the base fee). 2 The fee reduction for total funds under management will not relate to any performance fees payable in respect

of Trans-Tasman Index Unaware: OnePath Wholesale Equity Selection Fund.

8.9 Any adjustment to the fees payable to the Investment Managers (set out above) will need to be agreed between us and the relevant manager(s). There is no limit on the amount of any such adjustment.

Trustees

8.10 Fonterra pays the travel, expenses and any fees related to our appointment. Such costs are met by Fonterra and are not treated as an expense of the Scheme.

Material Interests

8.11 Except as noted below, neither we, the Administration Manager, the Investment Managers, or any associated person, have a material direct or indirect interest in the Scheme or in any contract or arrangement entered into on behalf of the Scheme as at the date of registration of this Prospectus, or at any time in the five preceding years.

35

8.12 The Investment Managers do have an interest in the contracts or arrangements under which they are appointed.

8.13 Mercer (N.Z.) Limited, the Scheme's Administration Manager, provides services under the contract under which they are appointed. Mercer (N.Z.) Limited also provides us with other services, including actuarial advice, investment consulting advice, and secretarial services.

8.14 Patrice Diane Wynen (a Trustee) is also a member of the Scheme. She has an interest in the Scheme in-so-far as she is entitled to all benefits accruing to her in her Member No. 1 and No. 2 Accounts.

Securities Issued by Interested Persons

8.15 During the two years preceding the registration date of this Prospectus more than 10% of the value of the assets of the Scheme have been invested in unitised products issued by:

Issued by Product

TOWER Asset Management International Limited TOWER Global Bond Fund.

AMP Capital Investors New Zealand) Limited AMP Capital Core Hedged Global Shares Fund AMP Capital Core Global Shares Fund

AMP Capital Emerging Markets Fund

AMP Capital Extended Markets Fund AMP Capital Global Property Securities Fund

AMP Capital NZ Cash Fund

AMP Capital NZ Fixed Interest Fund.

IIS Russell Russell Investments Global Fixed Interest Fund.

OnePath (NZ) Limited OnePath Wholesale Equity Selection Fund

OnePath Wholesale Cash Fund

OnePath Wholesale Property Securities Fund

OnePath High Grade Bond Fund OnePath Sovereign Bond Fund.

Harbour Asset Management Limited Harbour Australasian Equity Fund.

BlackRock Investment Management (Australia)

BlackRock Global Diversified Bonds Fund. Limited

8.16 A small float is maintained in an interest bearing bank account in the name of the Scheme to handle day-to-day cash flow.

36

9 Material Contracts

9.1 No material contracts, other than those set out below, have been entered into at any time in the two years preceding the registration date of this Prospectus, except in the ordinary course of business of the Scheme.


Date of agreement 25 June 2012

Parties

Nature of contract

Timothy Patrick McGuinness, Debra Maree Marshall, Patrice Diane Wynen and Selwyn Kenneth Tisch (being the Trustees of the Scheme at the date of that agreement)


Application to invest part of the assets of the Scheme in the Mercer Super Investment Trust, specifically the Mercer Listed Infrastructure and Mercer Natural Resources investment options.


Date of agreement 5 March 2012

Parties Timothy Patrick McGuinness, Debra Maree Marshall, Patrice Diane Wynen and Selwyn Kenneth Tisch (being the Trustees of the Scheme at the date of that agreement)


Nature of contract Application to invest part of the assets of the Scheme in the Russell Investments Global Fixed Interest Fund.

10 Pending Proceedings

10.1 There are no legal proceedings or arbitrations pending as at the registration date of this Prospectus which may have a material adverse effect on the Scheme.

11 Other Terms of Offer and Scheme

11.1 All the terms of the offer, and all the terms of the Scheme being offered, are set out in this Prospectus other than:

a any terms that relate to any amounts payable by or to an identifiable person

b any terms implied by law

any terms that are set out in a document that is registered with a public official, available for public inspection, and referred to in this Prospectus.

37

12 Financial Statements and Actuarial and Auditor's Reports

12.1 The latest financial statements for the Scheme cover the year from 1 July 2011 to 30 June 2012. The financial statements comply with the Financial Reporting Act 1993. A copy of the Scheme's latest financial statements and the report of the Auditor on those financial statements were registered by the Registrar of Companies on 31 October 2012.

12.2 The Auditor's report on the Scheme's latest financial statements is dated 26 September 2012. The Auditor's report did not refer to a fundamental uncertainty and was not qualified in any respect.

12.3 A signed copy of the report by the Scheme's Auditors, KPMG, in compliance with clause 12(4) of Schedule 6 of the Securities Regulations 2009, affirming that the amounts stated pursuant to clause 5 of that Schedule 6 of the Regulations in the Scheme's summary of financial statements have been correctly taken from audited financial statements of the Scheme is attached as Appendix 1.

13 Places of inspection of Documents

13.1 You may inspect copies of:

• the Trust Deed for the Scheme and any amendments to the Trust Deed

the Scheme's latest financial statements

the latest Annual Report for the Scheme prepared in accordance with the Superannuation Schemes Act 1989

the material contracts referred to under part 9 of this Prospectus.

at any time during normal business hours and free of charge, unless otherwise stated, at the offices of:

The Secretary to the Trustees Fonterra Superannuation Scheme c/- Mercer (N.Z.) Limited 113-119 The Terrace Level 8, PWC Tower PO Box 2897 Wellington

13.2 The Secretary to the Trustees may require payment of a reasonable fee (not exceeding 20 cents per page) to cover the costs of providing copies of the Trust Deed.

13.3

Copies of the Trust Deed, the material contracts, and the Scheme's audited financial statements may be accessed on the Companies Office website http://www.business.govt.nz/companies/ under Online Services, and then Search Other Registers.

13.4 The file reference number for the Fonterra Superannuation Scheme is 1802196.

38

14 Other Material Matters

Key Risk Factors

14.1 All investments carry risk. There are risks associated with the Scheme that could affect your ability to recover your contributions or which impact on the benefits payable from the Scheme as described in this Prospectus. The principal risks applying to the Scheme that could affect returns are:

Investment risk

Counterparty risk

Liquidity risk

Currency risk

Regulatory and tax risk

Contribution risk.

Investment risk

14.2 Investment risk is the risk of negative returns on the Scheme's investments (either generally or in respect of the investment portfolios in which you invest), or that the returns for a particular investment portfolio or the Scheme generally are insufficient to meet expenses. Negative returns can arise from factors such as adverse changes to asset values, transaction costs, economic conditions, market sentiment, political events, consumer demand, environmental issues, technology issues, and unexpected changes in the operations or the business environment of companies in which Investment Managers invest.

14.3 Investments are generally divided into five major investment classes. These classes, being cash, fixed interest, property, equities, and alternative assets, have differing levels of risk. When you invest in these various classes there is a risk/return trade-off. What this means for you is that, when investing in higher risk investments such as equities, a higher return is expected on those investments to compensate for the additional risk. Lower risk investments, such as cash, are expected to generate a lower return on average over time.

14.4 Determining how much risk you should take, and the level of risk you can tolerate, must be related to the length of time your investment is for. Generally, if you are investing over a longer period of time, then your portfolio should hold more growth assets, such as equities and alternative assets. Returns on such assets are normally expected to be higher than conservative assets, and if you invest for a prolonged period there is time for any negative returns received to be balanced out against positive returns. Lower risk investments, such as cash and fixed interest, are generally more suitable if you will only be investing for a short period of time, as greater stability in returns may be required, with less risk of loss of your underlying capital.

39

14.5 The Scheme offers a number of different investment options, all of which have different levels of exposure to the various asset classes, as set out on pages 22 to 23 and page 25. Broadly:

Cash

14.6 Cash is ideal where a short term investment is required, but inflation could erode its value. In addition, where cash assets are placed on bank deposit or short term securities there is a small risk of the bank or other counterparty defaulting, meaning that some or all of the cash invested may be lost.

Fixed interest

14.7 The value of fixed interest investments is affected by changes in interest rates and there is a risk that the issuer will not make the required interest payments or fail to repay the investment on maturity, or both.

Property

14.8 Property investments are susceptible to a lack of liquidity. This means that these investments may not be easily sold, or may only be able to be sold at a lower price than expected. Such investments can also be susceptible to valuation issues, where the actual value of the investment may fluctuate due to issues related to the overall quality of properties and their ongoing tenancy. The actual value may also not always reflect the value attributed to them by the relevant Investment Manager. In addition, property investments can often involve high transaction costs.

Equity

14.9 Equity investments, or shares, offer the possibility of greater returns and tend to be more accessible and liquid than many other securities. However, the risk factor with equity investments is relatively high, as the value can be volatile (i.e. go up and down) and is very much dependent on the performance of the company that issued them, market opinion and equity market conditions generally. There are also extra costs due to brokerage services.

Alternative investments

14.10 Alternative investments are those which fall outside the scope of the traditional asset classes set out above, and, in respect of this Scheme, include infrastructure and natural resource assets. Such investments generally do not follow typical market cycles and as such can provide a portfolio with alternative sources of growth when markets are underperforming. However, due to the non-traditional nature of these investments, exposure can generally only be obtained indirectly by investment into other managed funds. A lack of liquidity is therefore a risk for alternative asset investments and there can also be underlying valuation issues given the non-traditional nature of the assets involved.

14.11 We aim to reduce investment risk by investing (directly or indirectly) in a wide range of assets, through different Investment Managers. The Scheme's investment performance is also regularly assessed against the SIPO upon the advice of the Investment Consultant. However, whilst we seek to reduce the risk of negative performance, some risk will always remain.

40

Counterparty risk

14.12 Counterparty risk is the risk that a party to a contract with the Scheme defaults, fails to complete a transaction, or otherwise becomes unable to meet its financial obligations. If this occurs the full value of your investment may not be recovered.

Liquidity risk

14.13 Liquidity risk is the risk associated with an inability on the part of the Scheme to meet its monetary obligations in a timely manner. The risk arises where there is a mismatch between the maturity profile of investments and the amounts required to pay benefits, although the Scheme's investments are managed with a view to ensuring the Scheme's cashflow requirements are met.

Regulatory risk

14.14 Regulatory risk is the risk of changes to tax or superannuation legislation, including tax rates, or changes to other applicable regulations. Such changes could affect the operation of the Scheme or your member benefits, or your entitlement to tax credits, or result in the Trust Deed being amended in a manner permitted by law that has the effect of reducing benefits.

Contribution risk

14.15 Participating employers are responsible for collecting contributions, via deduction from your pay, and passing those contributions on to the Administration Manager on our behalf, together with any required employer contributions. There is a risk that an employer will fail to deduct the required contributions. If this occurs, it could adversely affect some or all of the Members employed by that employer.

Other Risk Factors

Credit risk

14.16 Credit risk is the risk that the Scheme becomes insolvent and is placed into receivership, liquidation, statutory management, or of the Scheme being unable to meet its financial obligations. If this occurs, you may not recover the full amount of your interest in the Scheme.

Administration risk

14.17 Administration risk is the risk of a technological or other failure impacting on the Scheme or financial markets in general, thus undermining your interest in the Scheme.

41

Interest rate risk

14.18 Interest rate risk is the risk that changes in interest rates may have a negative impact, directly or indirectly, on the return on your interest in the Scheme.

Currency risk

14.19 Currency risk is the risk that arises where the Scheme invests in investments denominated in other currencies, including Australian dollars. Such international investments expose the Scheme to movements in foreign currencies, which can have an adverse effect on the New Zealand dollar value of those investments, and the income received from those investments, particularly where those investments are not hedged.

Winding up

14.20 There is a risk of the Scheme being wound-up or liquidated, or of changes being implemented which impact on the way the Scheme operates during your term of investment. If the Scheme is wound up, the assets of the Scheme will be called in and applied first to meet any preferred claims at law, including outstanding fees, taxes, and liabilities. Any benefits which have become payable but have not yet been paid, after deducting the costs and expenses associated with winding up the Scheme, will be paid first. If this occurs, and there are insufficient assets available, the full value of your investment may not be recovered.

Future economic conditions

14.21 The impact that future economic conditions may have on the Scheme cannot be predicted, be they positive or negative. It is not unexpected that there may be negative returns in the Scheme from time to time and that negative returns may continue for a period of time. There can be no assurance that future economic conditions will not materially and adversely affect the Scheme's investments.

You are strongly advised to consult an investment adviser before making a decision to join the Scheme.

Taxation

14.22 As at the date of registration of this Prospectus, the following taxation regime applies to the Scheme:

• Employee contributions are not tax deductible.

• Participating employer contributions are subject to ESCT at the following rates:

Income Range ESCT

$0 - $16,800 10.5%

$16,801 -$57,600 17.5%

$57,601 - $84,000 30%

$84,001 and over 33%

Income is the Employee's gross salary and wages and employer superannuation contributions, before deduction of ESCT, in the previous year or an estimate if the Employee has worked for less than a year.

42

• The Scheme's taxable investment income is taxed at 28%.

• The Scheme invests primarily in cash and Portfolio Investment Entity (PIE) funds of the different Investment Managers.

• Benefits paid from the Scheme are not taxable.

Tax on investments made by the Scheme

14.23 Gains or losses made by PIEs the Scheme invests in on most holdings of New Zealand resident companies or Australian resident listed companies with franking accounts that are included on an Australian Stock Exchange approved index are not taxable or deductible, although distributions from these holdings are taxable.

14.24 Foreign equities held by PIEs the Scheme invests in (including interests in offshore funds unless they are Australian listed equities described in the previous paragraph) are generally taxed under the fair dividend rate method of 5% per annum of average daily market value (FOR). Distributions received from investments taxed under this method are not taxable, although foreign tax credits may be available to offset fair dividend rate tax payable. A Tax Bill proposes that foreign currency hedges of such foreign equities will also be taxed using a version of FDR, rather than under the financial arrangement rules, from the 2013-14 year.

14.25 Foreign equities held by PIEs the Scheme invests are generally taxed under the comparative value method (that is, on the basis of the annual change in market value plus distributions and any disposal gains) if they:

• offer guaranteed or fixed rate returns

are non-participating redeemable shares

are 80% or more invested in financial arrangements or fixed rate shares that are denominated in or hedged to New Zealand dollars

• are otherwise determined by Inland Revenue to be debt in economic terms.

14.26 Debt securities held by the Scheme directly and by PIEs it invests in are taxed under the financial arrangement rules using the IFRS taxpayer method, which reflects financial reporting.

PIE tax advantages for the Scheme

14.27 Investing in a PIE can provide tax advantages from the Scheme relative to direct investment. Capital gains made on most investments in New Zealand shares, and most Australian listed shares, are not taxable irrespective of the level of trading undertaken.

14.28 Members should seek independent professional tax advice before withdrawing.

14.29 Taxation legislation gives the option for collective investment vehicles such as unit trusts, superannuation schemes and group investment funds to either elect into the PIE regime, which allows for (amongst other things) a flow through tax treatment, or to be taxed at the corporate rate of 28%. As at the registration date of this Prospectus we have not made an election for the Scheme to become a PIE.

43

14.30 Taxation laws are subject to change. It is your responsibility to determine your own tax position. We recommend that you seek professional advice concerning the tax implications for your investment in the Scheme.

Taxation (Annual Rates, Returns Filing, and Remedial Matters) Act 2012

14.31 The Taxation (Annual Rates, Returns Filing, and Remedial Matters) Act 2012 sets out changes to KiwiSaver and complying superannuation funds, including an increase in the minimum member contribution and compulsory employer contribution rates for complying superannuation funds to 3% of gross salary or wages from 1 April 2013.

14.32 There are no other material matters relating to the Scheme which are not elsewhere set out in this Prospectus, or covered by contracts entered into in the ordinary course of business of the Scheme, or included in the Scheme's latest financial statements referred to under part 12 of this Prospectus.

Conditions relating to Participating Employers

14.33 No offer of interests in the Scheme will be made to any person in his or her capacity as an employee or director of a participating employer until a Deed of Adherence has been signed by the participating employer and the Deed of Adherence:

• has been registered by or filed with the Registrar of Companies; and

• is available for public inspection.

14.34 A copy of any material amendments to a participating employer's Deed of Adherence will be lodged with the Registrar of Companies within a reasonable time of the amendment being made.

14.35 The date of the Deed of Adherence signed by each participating employer (together with any amendments to the document) is included in the Supplement to the Scheme's Investment Statement issued in respect of the relevant participating employer.

15 Superannuation Trustees' Statement

15.1 The Trustees are of the opinion, after due inquiry by them, that:

a the value of the Scheme's assets relative to its liabilities (including contingent liabilities); and

b the ability of the Scheme to pay its debts as they become due in the normal course of business,

have not materially and adversely changed during the period between 30 June 2012, (being the balance date of the latest financial statements referred to under part 12 of this Prospectus) and the registration date of this Prospectus.

44

Signed by the Trustees of the Fonterra Superannuation Scheme by:

Debra Maree Ma ishall

Patrice Diane ynen

45

Appendix 1 Auditor's report

Independent auditor's report

To the Trustees of Fonterra Superannuation Scheme

As auditor of Fonterra Superannuation Scheme ("the Scheme") we have prepared this report pursuant to clause 12 of Schedule 6 of the Securities Regulations 2009 for inclusion in the prospectus dated on or about 14 December 2012.

Report on the fmancial statements

We have audited the fmancial statements of the Scheme for the year ending 30 June 2012. We expressed an unmodified audit opinion on those financial statements in our report dated 26 September 2012.

Report on the summary financial statements

The summary financial statements on pages 31 to 32 are derived from the audited financial statements of the Scheme for the years ended 30 June 2008, 2009, 2010, 2011 and 2012. We expressed an unmodified opinion on those financial statements in our audit reports for each of those years. The summary financial statements do not reflect the effects of events that occurred subsequent to the date of the report on those financial statements.

The summary financial statements do not contain all the disclosures required for full financial statements under generally accepted accounting practice in New Zealand. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of the group.

Trustees' responsibility for the summary financial statements

The Trustees are responsible for preparing a summary of the audited financial statements of the Scheme for the years ended 30 June 2008, 2009, 2010, 2011 and 2012 in accordance with clause 5 of Schedule 6 of the Securities Regulations 2009.

Auditor's responsibility for the summary financial statements Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with International Standards on Auditing (New Zealand) 810 Engagements to Report on Summary Financial Statements.

46

Opinion on the summary financial statements

In our opinion, the amounts set out in the summary financial statements on pages 31 to 32 of this prospectus, derived from the audited financial statements of the Scheme for the years ended 30 June 2008, 2009, 2010, 2011 and 2012, as required by clause 5 of Schedule 6 of the Securities Regulations 2009:

• are consistent, in all material respects, with those financial statements; and

• have been correctly taken from the audited financial statements of the Scheme for the years ended 30 June 2008, 2009, 2010, 2011 and 2012.

Other matters

Independence

Our firm has also provided other services to the company and group in relation to taxation services. These matters have not impaired our independence as auditors of the company and group. The firm has no other relationship with, or interest in, the company and group.

Responsibility for updating

We have no responsibility to update our opinion on any of the matters above for events and circumstances occurring after the date of this report.

Restriction on use

This report has been prepared for inclusion in the prospectus for the purpose of meeting the requirements of clause 12 of Schedule 6 of the Securities Regulations 2009. We disclaim any assumption of responsibility for reliance on this report or the amounts included in the financial statements, the summary fmancial statements, for any purpose other than that for which they were prepared. In addition, we take no responsibility for, nor do we report on, any part of the prospectus not specifically mentioned in this report.

Auditor's consent

In accordance with regulation 18(1)(c)(ii) of the Securities Regulations 2009, we hereby give our consent to the inclusion of this report in the prospectus in the form in which it appears. We also confirm that we have not, before delivery of this prospectus, withdrawn our consent to the issue thereof.

14 December 2012 Wellington

47