Brief Update - 11th November 2008

Main Discussion Document

Hi all,

Having been successful in demonstrating such united opposition to the proposed Fonterra Capital Restructure, we were hoping that the Board would recognise that there are many alternative mechanisms to address the perceived issues, notwithstanding that Performance is the issue that should be of primary focus.

Unfortunately it would appear that the Proposed Scheme is simply 'Parked' and is still the preferred option.  I am in no doubt that this priority is being driven by the Chairman, and while I do not want to personalise our concern, I think it is essential to crystallize the issue.

We need to drive a sea change in Strategic Leadership and Direction and in a matter of months rather than years if Fonterra is to be in a position of strength going forward.  Our competitive position is nowhere near where we envisioned it should be with Fonterra's formation and even further from where it could be.

As Shareholders and Owners of this business, we have the ability, and indeed have a responsibility to drive this process.

The current Fonterra Director Elections give us a golden opportunity to take a major first step. The Fonterra Director Election Roadshow is on this week.  I hope you have been able to attend one of these meetings to make your assessment of the candidates. I would not normally give my view to this sort of forum but my concerns about Fonterra's future are serious enough to warrant a change.

John Monaghan shares our concerns at the Strategic Direction of the Company and furthermore he has the ability and the experience to make a significant difference to balance of the thinking of the Board.  For this reason, I strongly endorse him and recommend that we support him as our Number 1 preference in the Director elections.  The feedback I have had from around the country suggests that John has a very good chance of being successful but I feel that, if we wish to send a clear and unambiguous message to the Board we need him to be the top polling candidate. With your support, particularly if you are prepared to contact your neighbours and others in your own networks to encourage a high voter turn out, we can drive this change.

With the STV system, the first preference vote is the key vote. Second preferences will only count when your first preference candidate is either elected or excluded.  This is why it is so important to put John Monaghan as our No.1 Preference.

I am aware that Greg Gent and Jim van der Poel also had real concerns around the Proposed Capital Structure.  For this reason I believe it is appropriate to give them second and third preferences.

I indicated earlier that getting John Monaghan elected is just a first step.  Once the result is known, we need to develop further actions to reinforce the need for major change.  While I have definite ideas, I would be interested in your feedback as to what you believe would be appropriate.

Kind regards,

Harry Bayliss.