Constitution of - Fonterra

38
COMMENTS
8. SHAREHOLDERS' VOTING ENTITLEMENTS
8.1 Voting in Person or by Representative: At a meeting of
Shareholders where voting is by show of hands or by voice every
Shareholder who is supplying Milk to the Company in the current
Season and who is present in person or by Representative has
one vote.
8.2 Number of votes: Subject to clause 8.3 (and except where
otherwise provided in this Constitution), on a poll or postal ballot
every Shareholder who is supplying Milk to the Company in the
current Season has one vote for every 1,000 kilograms of
Milksolids obtainable:
(a)
(b)
from Milk supplied by the Shareholder to the Company
during the Season preceding the taking of the poll or
postal ballot; or
if a Shareholder did not supply Milk to the Company
during the Season preceding the taking of a poll or
postal ballot, from Milk supplied from the Farm during
that preceding Season from which the Shareholder is
now supplying Milk to the Company,
(Clause 8.1)
This change is necessary
to ensure that any
Custodian who holds
shares (eg, on behalf of
the RVP) is not entitled to
vote on a show of hands.
These changes reflect the
proposal that a
Shareholder can forfeit
voting rights if they
breach the shareholding
rules, and that only
Shareholders supplying
Milk in the Season in
which the poll or postal
ballot is held may vote.
but in either case excluding Milk supplied to the Company on
Contract Supply or in accordance with either of clauses 2.3(b) or
2.7, and excluding any amount of Milk for which, in accordance
with clause 3.3, the supplier of the Milk did does not hold a
corresponding number of Co-operative Shares in accordance with
the Share Standard.
8.3 Estimated supply: If in a Season the Farm from which a
Shareholder is supplying Milk to the Company did not supply Milk
to the Company during the Season preceding the taking of a poll or
postal ballot then the number of votes shall be based on the
Board's reasonable estimation of Milksolids obtainable from the
Milk to be supplied by that Shareholder during the Season in which
the poll or postal ballot is taken, but excluding Milk supplied to the
Company on Contract Supply or in accordance with either of
clauses 2.3(b) or 2.7, and excluding any amount of Milk for which
the supplier of the Milk does not hold a number of Co-operative
Shares in accordance with the Share Standard.
8.4 Change in basis of supply: The Company shall, in determining
the quantity of Milksolids obtainable from Milk supplied by the
Shareholder to the Company for the purposes of clause 8.2, take
into account any change in the basis of supply used by the relevant
supplier (including but not limited to any cessation or reduction of
supply, and any commencement or termination of Contract
Supply).
(Clauses 8.3)
This new wording
confirms that in
estimating the Milksolids
obtainable from Milk
supplied by a
Shareholder for the
purposes of determining a
Shareholder's voting
entitlement, the Board will
not take into account Milk
supplied on Contract
Supply, Unshared Supply
or other such supply.
(Clause 8.4)
This new clause allows
Fonterra to have regard
to changes in the
circumstances of supply
when determining a
Shareholder's voting
entitlement (such as a
supplier coming off
Contract Supply or a
supplier who supplied a
small quantity of Milk in
the previous Season
before fully commencing
supply in the Season in
which the vote poll or
postal ballot is being
held).
(Clause 8.5)
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Constitution of Fonterra Co-operative Group Limited PAGE 39