Constitution of - Fonterra
Constitution of - Fonterra
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