Constitution of - Fonterra

COMMENTS
exercise the right to vote at a meeting by casting postal votes and
in any such case. If the Board determines that postal voting shall
be permitted at a meeting, the provisions of section 7 of the first
schedule to the Act (relating to postal votes) shall apply, with such
modifications (if any) as the Board thinks fit.
41.4 Electronic votes: To the extent permitted by law the Board may
permit, in relation to any particular meeting or generally:
(a)
(b)
postal votes to be cast by electronic means; and
votes to be cast on resolutions at meetings of
Shareholders (or of other groups) by electronic means.
The procedures in relation to such electronic voting shall be those
required by law (if any) together with any other procedures
determined by the Board. If the Board permits electronic voting in
accordance with this clause, such electronic votes may be cast
notwithstanding any other provision of this Constitution.
substantive. The Board is
currently entitled to elect to
use postal voting in
respect of any meeting of
Shareholders, and this
clause has simply been reworded
to express this in
the positive rather than the
negative.
(Clause 41.4)
This new clause clarifies
that, if the law permits, the
Board may allow postal
votes and votes on
resolutions at meetings of
Shareholders to be cast by
electronic means in
accordance
with
appropriate procedures.
41.5 Entitlement to vote: A Shareholder may exercise the right to
vote either in person or by Representative in the manner
prescribed in clause 8.
41.6 Chairperson may declare voting entitlement: In the event that
there is any dispute as to the voting entitlement of a Shareholder
on any vote, a declaration by the Chairperson of that person's
voting entitlement shall be treated as binding for the purposes of
that vote or for a series of votes held at the same meeting.
41.7 Declaration by chairperson: A declaration by the chairperson of
a meeting that a resolution is carried by the requisite majority is
conclusive evidence of that fact unless a poll is demanded in
accordance with clause 42.1.
41.8 Chairperson’s casting vote: The chairperson of a meeting of
Shareholders is not entitled to a casting vote.
41.9 Joint Shareholders: Where two or more persons are registered
as joint Shareholders, any of the joint Shareholders is entitled to
exercise the right to vote. However where more than one joint
Shareholder votes, the vote of the person named first in the Share
Register and voting on a matter shall be accepted to the exclusion
of the votes of the other joint holders.
42. POLLS
42.1 Right to demand poll: At a meeting of Shareholders a poll may
be demanded by:
(a)
(b)
(c)
(d)
the chairperson; or
not fewer than five Shareholders having the right to
vote at the meeting; or
a Shareholder or Shareholders representing not less
than 10% of the total voting rights of all Shareholders
having the right to vote at the meeting; or
a Shareholder or Shareholders holding Shares that
confer a right to vote at the meeting and on which the
aggregate amount paid up is not less than 10% of the
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Constitution of Fonterra Co-operative Group Limited