Constitution of - Fonterra

COMMENTS
(a)
(b)
(c)
be in any common form or any other form which the
Board may approve;
be signed or executed by or on behalf of the transferor;
and
if registration as holder of the Share imposes a liability
on the transferee, be signed or executed by or on
behalf of the transferee.
30.5 Delivery to Company: An instrument transferring Securities
issued by the Company shall be delivered to the Company or to
the agent of the Company who maintains the Share Register or
applicable Security register and the transferee shall provide such
evidence as the Board or the agent reasonably requires to prove
the title of the transferor to, or right of the transferor to transfer,
the Securities.
30.6 Board may refuse to register: Subject to section 84 of the Act
(which imposes certain procedural requirements on a board), the
Board may refuse to register a transfer of any Share if:
(a) the transfer is prohibited by clause 30.3;
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
the transfer is prohibited by law;
the Company has a lien on the Share;
the transferor has any liability or obligation to the
Company, whether solely or jointly with any other
person, and whether or not the date for payment,
fulfilment or discharge thereof has arrived;
the instrument of transfer is not accompanied by any
evidence which the Board reasonably requires to prove
the title of the transferor to, or right of the transferor to
transfer, the Share and any other documentation
required by the Board from time to time;
the Board, in its absolute discretion, believes that the
proposed transferee is either not a desirable person to
become a Shareholder or that registration of the
transfer would not be in the best interests of the
Company;
the instrument of transfer and any other documentation
required has not been provided or has not been duly
executed;
the transferee has failed to comply with any request to
identify the current or intended beneficial owner of the
Share subject of the transfer;
in the Board's opinion the transfer does not comply with
any share trading policy adopted by the Board from
time to time; or
the transfer would cause the transferor to be in breach
of any terms set under clause 3.4 or clause 5.2 or of
any Terms and Conditions applicable to the transferor,
provided that the Board resolves to exercise its power pursuant to
this clause within 30 Working Days after receipt of the relevant
transfer and written notice of the resolution is sent to the
transferor and to the transferee within five Working Days of the
resolution being passed by the Board.
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Constitution of Fonterra Co-operative Group Limited