Constitution of - Fonterra

3
COMMENTS
The initial identification shall, in the Company's discretion, be by
reference to the Farm supply number, party number, farm grouping
number, Farm tank number or such other identifier as the
Company may specify or by which that Farm or that separate
supply is identified in the records of the Company for the time
being.
3. CO-OPERATIVE SHARE STANDARD
3.1 Obligation of Shareholders to hold a number of Co-operative
Shares: Subject to the provisions of this clauses 3 3.3, 3.4 and
5.1(d) to 5.1(f) each Shareholder supplying Milk to the Company in
a Season shall hold a number of Co-operative Shares for that
Season:
(a)
(b)
at least equal tonot less than the number of Cooperative
Shares ("Minimum Holding") determined in
accordance withrequired under the Share Standard for
that Season; and
not greater than a number of Co-operative Shares
("Maximum Holding") which is derived (subject to
clauses 3.2 and 3.3 by multiplying the number of Cooperative
Shares (determined in accordance with the
Share Standard for that Season, rounded down (where
necessary) to the nearest whole number of Co-operative
Shares) that the Shareholder is required to hold under
subclause (a) above, by a factor ("Limiting Factor")
specified by the Board from time to time and being not
less than one and not more than two, plus a number of
Co-operative Shares (rounded down to the nearest
whole number of Co-operative Shares) equal to 20% of
the number of Co-operative Shares determined in
accordance with the Share Standard for that
Season.provided that no Shareholder may at any time
hold, or have Relevant Interests in, a number
("Individual Limit") of Co-operative Shares such that:
(i) the total number of Co-operative Shares
which the Shareholder holds, or has Relevant
Interests in; less
(ii)
the number of Co-operative Shares which
that Shareholder is required to hold under
clause 3.1(a),
(b) exceeds 5% of the total number of Cooperative
Shares then on issue in the capital of the
Company (excluding any Co-operative Shares which
are, at the relevant time, on issue but have been
surrendered to, or have been acquired by, the
Company, and have not been cancelled).
3.2 Aggregate Threshold: Notwithstanding the provisions of clause
3.1(b), if at any time:
(a)
the aggregate number of Co-operative Shares then on
issue in the capital by the Company in excess of the
number of Co-operative Shares required to be held by
Shareholders under clause 3.1(a) (irrespective of the
period of time within which Shareholders may acquire
such Co-operative Shares) exceeds 25% ("Aggregate
Threshold") of the aggregate number of Co-operative
Shares then on issue (excluding any Co-operative
Shares which are, at the relevant time, on issue but
have been surrendered to, or have been acquired by,
the Company, and have not been cancelled); or
(Clause 3.1(a))
The minimum number of
Co-operative Shares that
a Shareholder must hold
is the number of shares
that must be held under
the Share Standard.
(Clause 3.1(b))
The Board will set from
time to time a maximum
number of Co-operative
Shares that a
Shareholder can hold.
This maximum number
can be set anywhere
between 100% and 200%
of the Co-operative
Shares that the
Shareholder must hold
under the Share
Standard.
This clause also caps the
number of "dry shares"
that a Shareholder can
hold or have a Relevant
Interest in to 5% of the
total number of Cooperative
Shares on issue
(excluding Co-operative
Shares which Fonterra
holds as treasury stock).
This is known as the
"Individual Limit".
(Clause 3.2)
If the total number of Dry
Shares is greater than
25% ("Aggregate
Threshold" of the total
number of Co-operative
Shares on issue
(excluding treasury stock)
then the Board will take
such steps, and in such
time, as it considers
appropriate to reduce the
total number of Cooperative
Shares on issue
to comply with the limit.
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Constitution of Fonterra Co-operative Group Limited