Constitution of - Fonterra

54
COMMENTS
attached to Co-operative Shares, and neither is making Contract
Supply. The Shareholders at any time making Contract Supply,
or holding a greater or lesser number of Co-operative Shares than
required by the Share Standard in accordance with clause 3
3.1(b) or clause 3.3, shall not constitute separate Interest Groups,
nor shall the Co-operative Shares held by any of them constitute a
separate Class or separate Classes.
24.2 Meetings of Interest Groups: The provisions of this Constitution
relating to meetings of Shareholders shall apply to separate
meetings of the Shareholders in each Interest Group, except that:
(a)
the necessary quorum shall be two persons holding, or
representing the holders of, not less than one third of
the Shares of the relevant Interest Group. ;
(Clause 24.2)
The new clause 24.2(c)
clarifies
each
Shareholder's voting
entitlement at a meeting of
an Interest Group.
(b)
24.2(c)
Aany Shareholder in the Interest Group present in
person or by Representative may demand a poll.; and
if the result of this clause 24.2 would be that, in relation
to any particular meeting of an Interest Group, there
would be no Shareholders who are entitled to vote at
the relevant meeting, each Shareholder in that Interest
Group shall have one vote.
24.3 Issue of further Shares: The issue of further Shares ranking
equally with, or in priority to, any existing Shares, whether as to
voting rights, Distributions or otherwise, is deemed not to be an
action affecting the rights attaching to the existing Shares of that
Class.
25. EQUITABLE INTERESTS IN SHARES
25.1 No notice of trusts: Subject to clause 25.3, Nno notice of a trust,
whether express, implied, or constructive, may be entered on the
Share Register.
25.2 No recognition of equitable interests: Subject to clause 25.3,
Eexcept as required by law, no person shall be recognised by the
Company as holding any Share upon trust and the Company shall
not be bound by, nor be compelled to recognise (even after
notice), any equitable, contingent, future or partial interest in any
Share, or any interest in any fraction or part of a Share or (except
as provided by this Constitution or by law) any other rights in
respect of any Share, except an absolute right of the registered
holder to the entire Share.
25.225.3 Recognition of Fund interests: To the extent permissible by law
the Company may establish and maintain systems and processes
for recording any rights or interests granted under Fund
Arrangements entered in to with an Authorised Fund, and may
provide access to that data to the Operator from time to time, and
each Shareholder irrevocably consents to the provision of that
data to the Operator.
(Clause 25.3)
This clause authorises the
Company to maintain
systems to record which
Co-operative Shares are
subject to contracts
between a Shareholder
and an Authorised Fund,
and to impose restrictions
on the transfer of those
Co-operative Shares.
26. CALLS ON SHARES
26.1 Consideration payable on issue: Unless the Board decides
otherwise, the amount payable for the issue of each Share will be
payable in full to the Company at its registered office on the date
of issue of that Share.
26.2 Consideration payable by instalments: Notwithstanding clause
26.1, the Board may, for so long as a Shareholder supplies Milk to
the Company, agree to the amount payable for the issue of each
Constitution of Fonterra Co-operative Group Limited PAGE 55
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