Constitution of - Fonterra

COMMENTS
simple majority of the votes of those Shareholders entitled to vote
and voting on the question.
the Board has resolved
that the pre-conditions in
clause 49.2 are fulfilled.
"Peak Notes" means an unsecured, subordinated, non-interest
bearing debt instrument issued or to be issued by the Company
and constituted under the Peak Notes Trust Deed.
"Peak Note Price" means the price determined in accordance
with clause 7.3.
"Peak Notes Trust Deed" means the Peak 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).
"Peak Note Register" means a register of holders of Peak Notes
(and other applicable securities) kept in accordance with the Peak
Notes Trust Deed.
"Peak Notes Standard" means the number of Peak Notes a
Shareholder is required to hold from time to time, as determined
in accordance with clause 7.2.
"person" includes an individual, partnership, firm, company, body
corporate, corporation, association, organisation, trust, a state or
government or any agency thereof, a municipal, local or regional
authority, and any other entity or organisation, whether
incorporated or not (in each case whether or not having a
separate legal personality).
"Personal Representative" means:
(a)
(b)
(c)
in relation to a deceased individual Shareholder, the
executor, administrator or trustee of the estate of that
Shareholder;
in relation to a bankrupt individual Shareholder, the
assignee in bankruptcy of that Shareholder; and
in relation to any other individual Shareholder, a person
appointed or deemed to have been appointed to
administer property under the Protection of Personal
and Property Rights Act 1988, a manager appointed or
deemed to have been appointed thereunder, and a
donee of an enduring power of attorney complying with
that Act.
"Records" means the documents required to be kept by the
Company under section 189(1) of the Act.
"Redeemable Preference Shares" means a Redeemable
Preference Share issued, or to be issued, by the Company in
accordance with clause 5 or clause 7, as the case may require.
"Representative" means:
(a) a person appointed as a proxy pursuant to clause 43;
(b)
(c)
a Personal Representative; or
a representative appointed by a corporation pursuant to
clause 44.1.
"Restricted Market Value Range" has the meaning set out in
clause 4.11(b).
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Constitution of Fonterra Co-operative Group Limited