Fonterra Co-operative Group Limited (FCG) Earnings Call Transcript & Summary

Good morning, everyone. My name is Peter McBride, Chairman of the Board of Fonterra Co-operative Group Limited. I have pleasure in welcoming you to this virtual special meeting of shareholders of Fonterra to consider the proposed capital return. Thanks for joining us. I now declare the meeting open. The Notice of Meeting was sent to all shareholders listed on the share register as at 5:00 p.m. on 21 January '26 and will be taken as read. Not less than 50 shareholders who, between them, hold not less than 2% of voting rights have cast postal votes either by mail or electronically or are present in person online. This means we have the requisite quorum. The agenda for the meeting is set out on the slide. Shortly, I will take -- I will make some remarks about the proposed capital return. We will then move to the resolution, which relates to the approval of the scheme of arrangement relating to the capital return. There will be an opportunity to ask questions and vote online before I close the meeting. Please include your full name and supply number when submitting questions. If you have any technical difficulties during the meeting, please click on the help button on the top of the menu bar or phone the electionnewzealand.com helpline on 0800 666-034. I would like to acknowledge my fellow directors who have joined this virtual meeting, including Bruce Hassall and Cathy Quinn, who are here with me in person. Cathy will seek in the resolution later in the meeting. I'm also joined by Miles Hurrell, Chief Executive Officer; and Anya Wicks, our Director of Governance, Risk and Audit. I would also like to acknowledge the members of the Co-operative Council who have joined us virtually today. The capital return relates to the sale of the Mainland Group to Lactalis, which was approved by shareholders in October. Your co-op has been working to deliver the proposed capital return as quickly as possible. We are targeting a tax-free capital return of $2 per share to shareholders and unitholders equivalent to around $3.2 billion once the sale is complete. The capital return will be implemented using a court-approved scheme of arrangement under the Companies Act, which is a common process for this type of transaction. Subject to approval by shareholders settlement of the transaction and receipt of final court orders, the co-op is on track for the capital return to be paid in a timely manner. Indicative timings of the key steps related to the proposed scheme are set out on this slide. These may change depending on when final court orders are received and completion of the transaction occurs. The record date for being eligible for the payment of the capital return will be within the 5 business days prior to the payment being made to shareholders and unitholders and 5 business days notice of the record date will be provided. The sale of Mainland Group to Lactalis remains subject to receiving certain regulatory approvals in separation of the business from Fonterra. The separation activity is progressing well and provided the remaining regulatory approvals are received within the expected time frames, the Co-op continues to expect the transaction to be complete in the first quarter of this calendar year, that is by 31 March 2026. Subject to the scheme of arrangement, the scheme being approved by shareholders, completion of the sale and final court orders, the payment process will happen in the background. You don't need to do anything, but we want to let you know about the mechanics of the scheme for your awareness. One of the key points is that shareholders will hold the same number of shares as they held immediately before the capital return. This is designed to ensure no shareholders compliance with the Co-op's minimum shareholding requirements or their voting entitlement is affected by the capital return. Further details on how it works -- on how it will work are as follows: Fonterra will repurchase and cancel 1 in every 3 shares held by each shareholder. At the same time, 1 share held by each shareholder, which is not bought by Fonterra will be subdivided so that each shareholder ends up holding the same total number of shares as they held before the repurchase. Each shareholder will receive a cash sum of $6 for each share repurchased and canceled, which is equivalent to $2 for each of the 3 shares. Scheme will also apply to the shares held by the custodian of the Fonterra Shareholders Fund. The custodian will pass on the payment directly to unitholders. There will be no charge to the number of units on issue -- no change, sorry, to the number of units on issue. As previously indicated, the payment should be tax free, although it is recommended that shareholders and unitholders obtain independent tax advice on the effect of the capital return based on the individual circumstances. The Notice of Meeting includes a section on taxation with further details. We'll now turn to the resolution for the special meeting. The resolution relates to the approval of the scheme of arrangement relating to the capital return. The specific wording of the resolution is set out in the Notice of Meeting and on the slide and has been taken as read. This resolution will be by way of a poll. Postal and electronic voting was approved by the Board for this resolution. And electionsnewzealand.com limited were appointed to receive and count those votes which will be included in the poll. The resolution must be agreed to by a majority of 75% of the votes of shareholders entitled to vote and actually voting on the resolution for it to be passed. The resolution will be moved and then seconded by Cathy Quinn. I will then invite comments and questions on the resolution from shareholders. You can submit a question by clicking the Ask a Question button on the top menu bar. For questions to be put to the meeting, your full name and supply number must be included. If you have not already voted, you may vote by clicking on the Click Here to Vote button in the top menu bar. The scrutineers will treat noncompliant votes as invalid, so please take care to follow the instructions. I will share the result of the vote once it is known in my Chairman's e-mail and on the NZX. Let's move to the resolution. I would now like to propose the motion. Once it has been seconded, I will then open the motion for discussion. Accordingly, I move the resolution. I will now call on Cathy Quinn to second the motion.

Thank you, Mr. Chairman. I second the motion and fully support it.

Thanks, Cathy. I will now open the resolution for discussion. We will take questions from online, which relate to the resolution. In the interest of fairness, I would ask shareholders to keep the comments as brief as possible, please, and not to repeat questions or comments that have already been made. I've got people a little bit of time. Anya, do we have any questions?

Thank you, Mr. Chairman. There are no questions online at present.

Okay. I got a couple of minutes. I assume there's no activity there. The resolution requires 75% support. I will now put the resolution, which has been moved and seconded. Please vote by clicking on the click here to vote button and the top menu bar. You'll need your pin and password sent with your voting paper or in your voting credentials, e-mail or text. For any assistance with voting, please find electionsnewzealand.com helpline on the free phone number shown on the slide. Voting will be kept open for a short period to give those shareholders who have not yet voted enough time to do so. [Voting]

Voting has now closed. I would like to thank you for all attending the special meeting. I will share the results of the vote once available. That concludes the business of the Special Meeting of Fonterra. Thanks, everybody.