Constitution of - Fonterra
Constitution of - Fonterra
Constitution of - Fonterra
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74<br />
COMMENTS<br />
"Fair Value Range" means, in respect <strong>of</strong> a Season, the range for<br />
the fair value <strong>of</strong> a Co-operative Share, as at 1 June on which that<br />
Season commences, determined by the Valuer in accordance<br />
with clause 4.<br />
"Farm" means any farm, farm dairy, or group <strong>of</strong> farm dairies<br />
(whether physically located on the same property or not), that the<br />
Board may from time to time determine to constitute a Farm for<br />
the purposes <strong>of</strong> this <strong>Constitution</strong>, and the Board's determination<br />
on that issue shall be made on a case by case basis and may<br />
differ according to the circumstances.<br />
"<strong>Fonterra</strong> Shareholders Market" means any exchange or trading<br />
facility selected by the Board which provides a facility for the<br />
trading <strong>of</strong> Co-operative Shares among Shareholders and/or<br />
persons who have applied to supply Milk to the Company and<br />
such application has been accepted.<br />
“Fund Arrangements” has the meaning set out in clause 7.1(a).<br />
“Fund Contract” has the meaning set out in clause 49.67.1(a).<br />
"Individual Limit" has the meaning given to that term in clause<br />
3.1(b).<br />
"Independent Agent" means any independent investment broker<br />
or similar firm appointed by the Company to deal with disposals<br />
and acquisitions <strong>of</strong> Co-operative Shares under clauses 3.15, 3.17<br />
and 4.4.<br />
"Interest Group" has the meaning set out in section 116 <strong>of</strong> the<br />
Act.<br />
"Interest Rate" means a rate which is equal to the Company's<br />
cost <strong>of</strong> capital at the relevant time (as determined by the Board in<br />
its absolute discretion) plus a margin <strong>of</strong> 5%.<br />
"Interested", in relation to a Director, has the meaning set out in<br />
section 139 <strong>of</strong> the Act.<br />
“Limiting Factor” has the meaning set out in clause 3.1(b).<br />
"Market Rules" means the rules <strong>of</strong> the <strong>Fonterra</strong> Shareholders<br />
Market, in so far as they are applicable to the Company and the<br />
quotation and trading <strong>of</strong> Co-operative Shares.<br />
"Material Change" means, in relation to a Farm, a material<br />
change to farming systems or processes, herd sizes, size <strong>of</strong> farm<br />
property, or basis <strong>of</strong> supply (including any commencement or<br />
termination <strong>of</strong> Contract Supply).<br />
"Maximum Holding" has the meaning set out in clause 3.1(b).<br />
"Merger Proposal" means the Merger Proposal relating to the<br />
amalgamation <strong>of</strong> Kiwi Co-operative Dairies Limited, The New<br />
Zealand Co-operative Dairy Company Limited and the Company.<br />
"Measurement Date" has the meaning set out in clause 3.13.<br />
"Measurement Statement" has the meaning set out in clause<br />
3.13.<br />
"Milk" means whole milk, cream and any other component or<br />
classification <strong>of</strong> a mammary secretion <strong>of</strong> a cow, as may be<br />
specified by the Board.<br />
2140470 v1<br />
<strong>Constitution</strong> <strong>of</strong> <strong>Fonterra</strong> Co-operative Group Limited PAGE 75
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