Constitution of - Fonterra

58
COMMENTS
purchaser shall be registered as the holder of the Share and shall
not be bound to see to the application of the purchase money,
and the title of the purchaser shall not be affected by any
irregularity or invalidity in relation to the sale. The remedy of any
person having a cause of action in relation to the sale is in
damages only and solely against the Company.
30. TRANSFER OF CO-OPERATIVE SHARES
30.1 Right to transfer: Subject to any restrictions contained in this
Constitution, a Shareholder or Personal Representative may
transfer any Security issued by the Company by an instrument of
transfer which complies with this Constitution.:
(a)
under a system of transfer approved under section 7 of
the Securities Transfer Act 1991 which is applicable to
the Company;
(Clauses 30.1 and 30.2)
These changes are
necessary to reflect that
transfers on the Fonterra
Shareholders Market will
be completed through an
automated system of
transfer.
(b)
30.1(c)
under any other share transfer system which operates
in relation to the trading of Co-operative Shares on the
Fonterra Shareholders Market; or
by an instrument of transfer which complies with this
Constitution.
30.2 Securities Transfer ActMethod of Transfer: A Security issued
by the Company which is disposed of in a transaction to which the
provisions of the Securities Transfer Act 1991 apply may be
transferred in accordance with the provisions of that Act Cooperative
Share which is disposed of in a transaction which
complies with the requirements of a system of transfer authorised
under clauses 30.1(a) or (b) may be transferred in accordance
with the requirements of that system. Where an instrument of
transfer executed by a transferor would have complied with the
provisions of the Securities Transfer Act 1991 if it had been
executed in New Zealand, it may nevertheless be registered by
the Company if it is executed in a manner acceptable to the
Company or the share registrar from time to time appointed by the
Company.
30.3 Other forms of transfer: An instrument of transfer to which the
provisions of clause 30.1 are not applicable shall:
(a)
be in any common form or any other form which the
Board may approve;
(Clause 30.3)
This clause has been
moved from being clause
30.4 in the current
Constitution.
(b)
(c)
be signed or executed by or on behalf of the transferor;
and
if registration as holder of the Co-operative Share
imposes a liability on the transferee, be signed or
executed by or on behalf of the transferee.
30.330.4 Restrictions on Transfer: No Co-operative Shares may be
transferred by a Shareholder to:
(a)
any person who is not:
(i)
a Shareholder; or
(Clause 30.4)
These changes are
necessary to allow shares
to be transferred to a
Custodian for the
purposes in clauses 6 and
7.
(ii)
(ii)(iii)
a person whose application to become a
Shareholder has been accepted in writing by
the Company in accordance with clause 2.3;
or
a Custodian (but only for the purposes of
Constitution of Fonterra Co-operative Group Limited PAGE 59
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