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DETAILS OF SUPPORTING DOCUMENTATION REQUIRED TO BECOME AN FSM PARTICIPANT

|REQUIREMENT |DOCUMENTATION |PARTICIPANT COMMENTS |NZXR COMMENTS |

|Application Form: |FSM Participant / RMA Provider Application Form (Appendix 12A) | | |

|Insurance Details: |Please provide the following information: | | |

|(Rule 3.26) |A certificate of currency for each of the following: | | |

| |Professional Indemnity Insurance; and | | |

| |Directors’ and Officers’ Liability Insurance. | | |

| |What, if any, amendments will be made to your insurance cover as a result | | |

| |of becoming an FSM Participant? | | |

| |Does your agreement with Fonterra (where relevant – e.g. if applying for | | |

| |RVP or RMA) specify any insurance requirements that you must have in | | |

| |place? Please provide evidence of any such requirements. | | |

|Compliance Policies / Risk Management |Please provide updated Compliance Policies and Risk Management Procedures | | |

|Procedures: |that contain the following required information: | | |

|(Rule 22.11) |Arrangements to ensure that Fonterra shares are not held at the end of | | |

| |each day; | | |

| |The transfer of shares to a Custodian temporarily, when they cannot be | | |

| |delivered to clients; | | |

| |Arrangements for pre-trade and post trade monitoring; and | | |

| |Execution of Exchange Orders. | | |

|Client Agreements: |Please provide the following information: | | |

|(Rule 9.12) |What is your process for signing up new clients? | | |

| |Does your client agreement provide details in relation to confidentiality | | |

| |when you are providing information to Fonterra? | | |

|Business Continuity Plan: |Please provide an updated BCP to incorporate your FSM Participation. | | |

|(Rule 8.15.2) | | | |

|Operations Manual: |Please provide operational procedures relating to the FSM, including: | | |

| |Conducting Shareholder Balance Enquiries prior to entering an order, in | | |

|Rule 22.6.1 |order to confirm that the client is entitled to buy or sell FSM Shares, | | |

| |and that the client meets the holding requirement as a result of the | | |

| |transaction. | | |

| |Ensuring that no order may be entered if the Shareholder Balance Enquiry | | |

|Rule 22.6.2 |indicates that the client is not entitled to receive FSM Shares; or does | | |

| |not meet the holding requirement as a result of the transaction. | | |

| |Ensuring that the instruction details in relation to any Order in respect | | |

|Rule 22.6.4 |of FSM Shares includes the CSN for the client to whom the Order relates, | | |

| |regardless of whether or not that client is a Retail Client or | | |

| |Institutional Client. | | |

|Rule 22.7.11 |Ensuring Non-Disclosure of the Quantity of Securities Quoted on the FSM: | | |

| |When entering / submitting an Order the price and quantity of the | | |

| |Securities quoted must be specified (unless the Order exceeds $100,000 or | | |

| |any such amount as prescribed by NZX). | | |

| |NZX may from time to time prescribe a Trading Day or period, or periods of| | |

| |time on a Trading Day on which FSM Participants may elect to disclose the | | |

| |quantity of the Securities quoted. | | |

|Rule 22.8.2 |Completing a Shareholder Balance Enquiry prior to entry of any Exchange | | |

| |Order to: | | |

| |Confirm the client is entitled to sell FSM Shares; | | |

| |Confirm the client is entitled to convert those FSM Shares into FSF Units;| | |

| |and | | |

| |Confirm the client will comply with any maximum or minimum holding | | |

|Rule 22.8.3 |requirement as a result of the transaction. | | |

| |Ensuring that no Order may be entered if the Shareholder Balance Enquiry | | |

| |indicates that the client is not permitted to sell those FSM Shares and | | |

| |convert them into FSF Units; or the client will fail to meet the holding | | |

|Rule 22.11.1 |requirement as a result of the transaction. | | |

| |Ensuring that legal title: | | |

| |Is not held other than for the sole purpose of settlement or when | | |

| |effecting an Exchange Order for the purpose of effecting an FSF | | |

|Rule 22.11.2 |Redemption; | | |

| |Is not held overnight; | | |

| |Is held by the Custodian appointed by Fonterra; and | | |

|Rule 22.11.3 |If held at any time, must be transferred immediately to the Custodian. | | |

| |Ensuring that, if delivery of FSM shares has not been completed within the| | |

| |prescribed time, the client or their estate shall be liable for any | | |

|Rule 22.12.2 |deficiency and be entitled to any surplus. | | |

| |Ensuring that a Shareholder Balance Enquiry must be completed prior to | | |

| |effecting an FSF Redemption, in order to confirm the client is entitled to| | |

|Rule 22.8.4 |receive the FSM Shares and that they will comply with the holding | | |

| |requirements as a result of the transaction. | | |

| |Ensuring that a Stock Reservation for the FSM Shares is entered and a | | |

|Rule 22.12.3 |reason for the Stock Reservation is selected prior to instructing a Legal | | |

| |Title Transfer to submit a Client Inward Transfer for the purposes of | | |

| |settlement of an Exchange Order. | | |

| |Ensuring that no FSF Redemption may be effected if the Shareholder Balance| | |

| |Enquiry indicates that the client is entitled to receive the FSM Shares or| | |

| |the client will fail to meet the holding requirements. | | |

|Financial Information: |Please provide relevant calculations illustrating the impact that becoming| | |

| |an FSM Participant will have on your balance sheet and / or capital | | |

| |adequacy; and | | |

| |Please confirm that you have assessed your Capital Adequacy requirements | | |

| |appropriately in relation to becoming an FSM Participant. | | |

|Technology: |Please provide details of the systems you intend to use which are specific| | |

|(Rule 22.2.3) |to your accreditation as an FSM Participant; and | | |

| |Please confirm that testing has been undertaken by the NZX Securities and | | |

| |Clearing Systems Team. | | |

|Fonterra Agreements RMA and RVP (if applicable) |Please review agreements for any specific requirements that must exist in | | |

|(Rule 22.4.4) |relation to your function as an RMA / RVP provider (if applicable). | | |

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