Constitution of - Fonterra

COMMENTS
Capital Notes, the period or periods determined by the Board from
time to time, being a period or periods commencing after the
notification to a stock exchange of the Fair Value for the Season
in which the Capital Notes are to be issued and ending before the
date of issue of the relevant Capital Notes.
"Capital Note Value" means, in respect of an issue of Capital
Notes, the value of a Capital Note determined in accordance with
clause 32.
"Class" means a class of Shares having attached to them
identical rights, privileges, limitations and conditions.
"Commodity Milk Business" means the acquisition and
collection of Milk, and the manufacture, delivery, storage,
marketing, customer service and sale of a portfolio of reference
commodity products derived from Milk (such portfolio being
determined by the Board from time to time), of the quality and
quantity supplied to the Company in New Zealand.
"Company" means Fonterra Co-operative Group Limited.
"Constitution" means this constitution, as altered from time to
time.
“Contract Supply” means the supply of Milk to the Company by a
Shareholder pursuant to clause 3.4 in a Season without the
Milksolids obtainable from that Milk being taken into account for
the purposes of the Share Standard for that Season.
"Co-operative Companies Act" means the Co-operative
Companies Act 1996.
"Co-operative Shares" means any Share issued by the Board as
a co-operative share Co-operative Shares issued, or to be issued,
by the Company pursuant to the Merger Proposal or in
accordance with clause 5 to Shareholders, as the case may
require.
This definition has been
re-worded to broaden the
definition and remove
historical references.
"Councillor" means a person elected or appointed as a councillor
of the Shareholders' Council in accordance with this Constitution.
“Custodian” has the meaning set out in clause 49.6.
"Director" means a person elected or appointed as a director of
the Company in accordance with this Constitution.
"Directors' Remuneration Committee" means a committee of
Shareholders constituted in accordance with clause 34.1.
"Distribution" means:
(a)
(b)
the direct or indirect transfer of money or property,
other than Shares, to or for the benefit of a
Shareholder; or
the incurring of a debt to or for the benefit of a
Shareholder,
in relation to Shares held by that Shareholder, whether by means
of a purchase of property, the redemption or other acquisition of
Shares, a distribution of indebtedness or by some other means.
"Diverted Milk Percentage" has the meaning set out in clause
5.1(e).
PAGE 50
Constitution of Fonterra Co-operative Group Limited