Constitution of - Fonterra

COMMENTS
(which requires financial statements to be sent to Shareholders
who elect not to receive annual reports), a Shareholder may from
time to time, by written notice to the Company, waive the right to
receive all or any documents from the Company and may at any
time thereafter revoke the waiver in the same manner. While any
waiver is in effect, the Company need not send to the Shareholder
the documents to which the waiver relates.
47. LIQUIDATION
47.1 Distribution of assets: If the Company is liquidated the
liquidator may, with the approval of Shareholders by Special
Resolution and any other sanction required by the Act:
(a)
(b)
(c)
divide among the Shareholders in kind the whole or
any part of the assets of the Company (whether they
consist of property of the same kind or not) and may for
that purpose fix such value as the liquidator deems fair
in respect of any property to be so divided, and may
determine how the division shall be carried out as
between Shareholders or between different Classes;
and
for the avoidance of doubt, all Co-operative Shares are
Shares of the same Class and rank pari-passu and
without priority or preference among themselves on
liquidation notwithstanding that they may have been
issued for different Fair Values; and
vest the whole or any part of any such assets in
trustees upon such trusts for the benefit of the persons
so entitled as the liquidator thinks fit, but so that no
Shareholder is compelled to accept any shares or other
securities on which there is any liability.
48. DEFINITIONS AND INTERPRETATION
48.1 Definitions: In this Constitution, unless the context otherwise
requires:
"Act" means the Companies Act 1993.
“Authorised Fund” has the meaning set out in clause 49.6.
"Balance Date" means the close of 31 May or of such other date
as the Board may adopt as the Company's balance date from time
to time.
"Base Price" means $4.52, or such other value set as the Base
Price in accordance with clause 4.11(f).
(Clause 48.1)
New definitions, and
alterations to existing
definitions, are made to
reflect the changes made
to the preceding clauses in
the Constitution and to
reflect the new clause 49
which allows for the
transition to Trading
Among Farmers (as
described in clause 49).
"Board" means Directors who number not less than the required
quorum, acting together as a board of Directors.
"Capital Note" means an unsecured, subordinated, interest
bearing debt instrument issued or to be issued by the Company
and constituted under the Capital Notes Trust Deed.
"Capital Notes Trust Deed" means the Capital Notes trust deed
dated 22 March 2001 between the Company and The New
Zealand Guardian Trust Company Limited (as amended by a
Deed of Modification dated 18 April 2001 and as amended or
supplemented from time to time).
"Capital Note Valuation Period" means, in respect of an issue of
Constitution of Fonterra Co-operative Group Limited PAGE 49