Constitution of - Fonterra

COMMENTS
by reference to such percentage of the interest rate of
the Capital Notes as shall be determined by the Board;
and
(e)
shall rank in preference to all other Shares issued by the
Company but shall otherwise be subordinated to all
other indebtedness of the Company.
In the exercise of its powers pursuant to this clause, the Board
shall as far as possible make decisions which apply to an equal
proportion of Peak Notes held by each affected Shareholder.
7.10 Company to issue or Shareholder to acquire Peak Notes: The
Peak Notes required to be held by each Shareholder in
accordance with the Peak Note Standard may be issued by the
Company under the preceding provisions of this clause or acquired
by the Shareholder from another Shareholder and in the latter
case, the Shareholder shall not be treated by the Company as
being the holder of those Peak Notes until the name of the new
holder of those Peak Notes has been entered in the Peak Note
Register, and the provisions of the Peak Notes Trust Deed in
respect of that transfer have been complied with.
7.11 Other redemptions: Nothing in this Constitution shall derogate
from the Company's rights and obligations to redeem Peak Notes
in accordance with the Peak Notes Trust Deed.
7.12 Peak Notes not a Share or separate Class: Peak Notes shall not
be or have any rights attaching to a Share, shall not constitute a
Class and the holders of Peak Notes shall not constitute a
separate Interest Group.
7.13 Information to be provided by Shareholders: A Shareholder
shall provide such reasonable information as the Board considers
necessary to enable it to ensure that the Shareholder holds the
number of Peak Notes required by this Constitution.
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 present in person or by Representative has one vote.
8.2 Number of votes: Subject to clause 8.3, on a poll or postal ballot
every Shareholder has one vote for every 1,000 kilograms of
Milksolids obtainable:
(a)
from Milk supplied by the Shareholder to the Company
during the Season preceding the taking of the poll or
postal ballot; or
(b)
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 Farm or
farm dairy during that preceding Season from which the
Shareholder is now supplying Milk to the Company,
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 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 Farm or farm dairy
from which a Shareholder is supplying Milk to the Company did not
(Clause 8.2(b))
As above, these changes
replace "farm dairy" as
the indicator of an
individual Shareholder
with "Farm" (which is now
defined in clause 48.1).
(Clause 8.3)
As above, these changes
Constitution of Fonterra Co-operative Group Limited PAGE 19