Constitution of - Fonterra

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Changes to the Constitution The Board is putting one special resolution to shareholders at the Special Meeting on Wednesday, 30 June 2010. • The special resolution will amend Fonterra’s current Constitution to authorise the Board to take steps to move to Trading Among Farmers, subject to specified preconditions being satisfied. • The resolution will provide for a new Constitution to replace the current Constitution when the Board resolves that the pre-conditions have been satisfied. • There will be an expiry mechanism if the pre-conditions (referred to above) are not satisfied by 31 December 2013 or a later date set by the Board. If this occurs the pre-conditions, and the new Constitution, will cease to have any effect and the Constitution will remain very similar to now. • The Board will also be authorised to implement rules and processes for transition from the existing capital structure to Trading Among Farmers. The amendments to the body of the current Constitution which will take effect on the passing of the special resolution are shown in blue in the amended Constitution (marked “Form A Constitution”) included in this Booklet. The new Constitution marked “Form B Constitution” that will apply if the pre-conditions are met and the Board resolves to proceed comprises Annexure 2 to the Form A Constitution. As a result it will form part of the amendments to the current Constitution. However, to clearly show how this Form B Constitution will differ from the Form A Constitution we have marked those differences in red in the Form B Constitution. IMPORTANT It is important that you understand that you are being asked to approve both the Form A and the Form B Constitutions now and it is not expected that there will be any further Shareholder vote on the move to Trading Among Farmers, or on the terms of the Form B Constitution.
FORM A CONSTITUTION Constitution of Fonterra Co-operative Group Limited 18 November 200930 June 2010
Page 1: Constitution of Fonterra Co-operati
Page 6 and 7: COMMENTS CONSTITUTION OF FONTERRA C
Page 8 and 9: COMMENTS determined in accordance w
Page 10 and 11: COMMENTS accordance with clause 7 i
Page 12 and 13: COMMENTS 4.10 Disclosure to Shareho
Page 14 and 15: COMMENTS 5. ISSUE AND SURRENDER OF
Page 16 and 17: COMMENTS (ii) in the case of a rede
Page 18 and 19: COMMENTS clause 3.1(a); (c) (d) the
Page 20 and 21: COMMENTS (b) (c) (d) (e) shall be r
Page 22 and 23: COMMENTS amount equal to the Peak N
Page 24 and 25: COMMENTS supply Milk to the Company
Page 26 and 27: COMMENTS Shareholders. 11.4 No inte
Page 28 and 29: COMMENTS meeting of Shareholders sh
Page 30 and 31: COMMENTS (o) (p) (q) consulting wit
Page 32 and 33: COMMENTS Constitution. Information
Page 34 and 35: COMMENTS PART B - OTHER PROVISIONS
Page 36 and 37: COMMENTS respective entitlements; o
Page 38 and 39: COMMENTS any fraction or part of a
Page 40 and 41: COMMENTS time before the sale of th
Page 42 and 43: COMMENTS (a) (b) (c) be in any comm
Page 44 and 45: COMMENTS relevant Capital Notes. 33
Page 46 and 47: COMMENTS 34.2 Payment of expenses:
Page 48 and 49: COMMENTS (a) (b) by a number of Sha
Page 50 and 51: COMMENTS exercise the right to vote
Page 52 and 53:
COMMENTS 43.5 Validity of proxy vot
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COMMENTS Capital Notes, the period
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COMMENTS simple majority of the vot
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COMMENTS 48.2 Interpretation: In th
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(b) considers prudent or appropriat
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COMMENTS must transfer, or cause th
Page 64:
COMMENTS ANNEXURE 2 NEW CONSTITUTIO
Page 69 and 70:
Contents Page 1. PURPOSE AND PRINCI
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2 COMMENTS a manner consistent with
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4 COMMENTS (b) the Board specifies
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(b) (c) issuing any determination (
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8 COMMENTS Shares which is not less
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10 COMMENTS compliance with the rel
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operative Shares disposed of, or to
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(b) (c) the Company on Contract Sup
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(b) no vote may be exercised in rel
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18 COMMENTS point) which is fair to
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20 COMMENTS Price for that Season t
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22 COMMENTS Valuer's determination
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24 COMMENTS soon as practicable the
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26 COMMENTS number permitted to be
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28 COMMENTS 5.3 Notice of intention
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30 COMMENTS issued by the Company b
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32 COMMENTS Board. 6.5 No exercise
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34 COMMENTS and incorporating any r
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36 COMMENTS Board issues and redeem
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38 COMMENTS 8. SHAREHOLDERS' VOTING
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40 COMMENTS the Board's determinati
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42 COMMENTS 11.3 Method of payment:
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44 COMMENTS 15. SHAREHOLDER PROPOSA
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46 COMMENTS (n) (o) (p) (q) consult
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48 COMMENTS 16.10 Board to Provide
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50 COMMENTS PART B - OTHER PROVISIO
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52 COMMENTS (a) in paying up in ful
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54 COMMENTS attached to Co-operativ
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56 COMMENTS (b) it is not necessary
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58 COMMENTS purchaser shall be regi
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(e) (e)(f) (f)(g) (g)(h) (h)(i) (i)
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32. PERSONAL REPRESENTATIVES 32.1 R
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64 COMMENTS 34. REMUNERATION AND OT
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66 COMMENTS meeting of the Board by
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68 COMMENTS the chairperson conside
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70 COMMENTS stating that sufficient
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72 COMMENTS Shareholder is compelle
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74 COMMENTS "Fair Value Range" mean
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76 COMMENTS a state or government o
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78 COMMENTS 3.9. "Valuer" means, at
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80 COMMENTS (b) a market has been e
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82 COMMENTS hold in any Co-operativ
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84 COMMENTS ANNEXURE 2 NEW CONSTITU
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Constitution of - Fonterra

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