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Constitution of - Fonterra

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COMMENTS<br />

must transfer, or cause the Custodian to transfer, all rights or<br />

interests which it may, at the relevant time, hold in any Cooperative<br />

Shares to such person or persons as the Board (by<br />

notice in writing to the Authorised Fund) directs.<br />

49.10 No exercise <strong>of</strong> voting rights: Each Fund Contract shall contain<br />

such mechanisms as the Board thinks fit which prohibit the<br />

Authorised Fund (and any Custodian) from exercising, controlling,<br />

or exerting any influence over, any voting rights attached to any<br />

Co-operative Shares in which it holds rights or interests from time<br />

to time, or appointing any proxy or Representative to do so on its<br />

behalf. No exercise or purported exercise by any Authorised<br />

Fund or any Custodian (or by any person for or on behalf <strong>of</strong> such<br />

parties, whether as proxy, Representative, or otherwise) <strong>of</strong> any<br />

voting rights attached to Co-operative Shares shall be recognised<br />

or <strong>of</strong> any effect.<br />

49.11 Recognition <strong>of</strong> Fund interests: To the extent permissible by law<br />

the Company may establish and maintain systems and processes<br />

for recording any Co-operative Shares which are the subject <strong>of</strong><br />

rights or interests granted to an Authorised Fund, and the Board<br />

may specify restrictions and procedures to apply when a<br />

Shareholder proposes to transfer any Co-operative Shares which<br />

are the subject <strong>of</strong> any contract or arrangement with an Authorised<br />

Fund.<br />

capacity, or for any other<br />

purpose than the purpose<br />

for which it is authorised. If<br />

a Fund ceases to be<br />

authorised it must transfer<br />

these rights to a person<br />

specified by the Board.<br />

(Clause 49.10)<br />

This clause provides that<br />

the contract between a<br />

Shareholder and an<br />

Authorised Fund must<br />

prohibit the fund<br />

exercising, or directing or<br />

influencing the exercise <strong>of</strong>,<br />

voting rights attaching to<br />

Co-operative Shares<br />

which are the subject <strong>of</strong><br />

the contracts.<br />

(Clause 49.11)<br />

This clause authorises the<br />

Company to maintain<br />

systems to record which<br />

Co-operative Shares are<br />

subject to contracts<br />

between a Shareholder<br />

and an Authorised Fund,<br />

and to impose restrictions<br />

on the transfer <strong>of</strong> those<br />

Co-operative Shares.<br />

PAGE 58<br />

<strong>Constitution</strong> <strong>of</strong> <strong>Fonterra</strong> Co-operative Group Limited

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