Constitution of - Fonterra

10
COMMENTS
compliance with the
relevant requirement.
3.12 Continuous Supply: Where:
(a)
(b)
(c)
under clause 3.9, a Shareholder is permitted to achieve
compliance with the Share Standard over a Transition
Period specified under that clause, the Shareholder may
not, at any time prior to the end of the applicable
Transitional Period, give a notice under clause 3.10(a),
that it intends to cease or reduce, nor otherwise cease
or reduce, the supply of Milk to the Company;
under clause 3.10(a), a Shareholder has given a notice
that it intends to cease the supply of Milk to the
Company on a particular date, the Shareholder must
continue to supply Milk to the Company up to that date;
and
the Board estimates the quantity of Milk to be supplied
by a Shareholder under clauses 3.9 or 3.10, the
Shareholder must (in accordance with clause 9) supply
Milk to the Company throughout the period, and in
accordance with quantities, referred in those clauses.
(Clause 3.12)
This clause provides that
where a Shareholder is
permitted to acquire Cooperative
Shares over a
transitional period, that
Shareholder must supply
Milk to Fonterra for the
whole of that period and
cannot give notice of
cessation or reduction
during that period.
Similarly, where a
Shareholder notifies
Fonterra of the intention
to cease supply on a
particular date, that
Shareholder must supply
Milk to Fonterra up to that
date. A Shareholder must
at all times during a
transitional period supply
to Fonterra the amount of
milk estimated under
clause 3.9 and 3.10 (as
applicable).
3.13 Measurement Dates: Each Shareholder's compliance with the
requirements of this clause 3 in relation to a Season shall be
determined by the Board on or with effect from the first day in that
Season ("Measurement Date") and the Company shall, not later
than 20 Working Days after that date, issue to each Shareholder a
statement ("Measurement Statement") setting out such
information as the Board may from time to time consider
appropriate in relation to the numbers of Co-operative Shares
which the Shareholder is required, or permitted, to hold in that
Season. Each Measurement Statement shall, absent manifest
error, be conclusive and binding. Nothing in this clause 3.13 limits
the provisions of clause 3.8.
3.14 Obligation to comply - Individual Limit: The Individual Limit
applies throughout each Season, and applies on each day in the
Season. Each Shareholder must give notice in writing to the
Company if at any time it becomes aware that the number of Cooperative
Shares which it holds, or in which it has Relevant
Interests is, or may be, in excess of the Individual Limit. If a
Shareholder gives such a notice to the Company or the Company
otherwise ascertains at any time that the Shareholder is in breach
of the Individual Limit, the Shareholder must, within such period as
is determined by the Board (not being less than 10 Working Days),
dispose of such number of Co-operative Shares as will result in the
number of Co-operative Shares held by that Shareholder, or in
which it has Relevant Interests, being reduced to a number of Cooperative
Shares which is less than the Individual Limit. If the
(Clause 3.13)
This clause requires the
Board to determine a
Shareholder's compliance
with the limits in clause 3
on the first day of each
Season. The Board must
then issue a statement to
each Shareholder within
20 Working Days setting
out information regarding
the number of Cooperative
Shares that
Shareholder is required,
or permitted, to hold for
the Season. This will be
the "Measurement Date".
(Clause 3.14)
This clause provides that
a Shareholder must notify
Fonterra as soon as it
becomes aware that it is
in breach of the Individual
Limit (see clause 3.1(b)).
Where the Shareholder
notifies Fonterra of the
breach, or Fonterra
determines that the
Shareholder is in breach,
the Shareholder must
dispose of such number
of Co-operative Shares
as will reduce the
shareholding to below the
Individual Limit within the
period set by the Board
Constitution of Fonterra Co-operative Group Limited PAGE 11
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