Ann: MEETING: FCG: FONTERRA SPECIAL MEETING OF SH

• Release Date: 23/04/12 16:01
• Summary: MEETING: FCG: FONTERRA SPECIAL MEETING OF SHAREHOLDERS
• Price Sensitive: No
• Download Document  4.13KB

					

FCG
23/04/2012 14:01
MEETING

REL: 1401 HRS Fonterra Co-operative Group Limited

MEETING: FCG: FONTERRA SPECIAL MEETING OF SHAREHOLDERS

The Chairman of Fonterra, Sir Henry van der Heyden, said today that the Board
would hold a special meeting of shareholders on 25 June to discuss the detail
of Trading Among Farmers, give shareholders a final vote and unify the
Co-operative.

Sir Henry said the Board was in a challenging position because while the
majority of shareholders was urging directors to get on with Trading Among
Farmers, there was a small group of shareholders who had concerns and were
particularly vocal in the New Zealand media.

"Firstly, this is in danger of splitting the shareholder base and is not in
the best interest of Fonterra's future," Sir Henry said.

"Secondly, instead of having the discussion among farmers and resolving the
matter in the family, the debate is now spilling into the international media
and damaging Fonterra's reputation and our global partnerships."

Sir Henry said that he and Chief Executive Officer, Theo Spierings, had been
in Asia last week and most people they met asked if the debate was impacting
on the Co-operative's stability and reliability as a partner.

"We have to put a stop to this and use the special meeting to unify the
shareholder base so that we can get on with implementing the new refreshed
business strategy. At the moment all we are doing is destroying value and
compromising potential business opportunities."

Fonterra CEO Theo Spierings welcomed the move: "Our Group Strategy Refresh
gives us a very clear direction for the future and we are excited by the
opportunities out there in the world for the Co-op.

"I know that Trading Among Farmers is ultimately a matter for our farmer
shareholders but Fonterra management needs a stable permanent capital base to
deliver the strategy."

The special meeting would be a satellite link over eight venues, so that all
shareholders could attend in person.

Sir Henry said that the minority group was under the misapprehension that the
Board was implementing a package that was different from what they originally
voted on. In 2010 nearly 80% of farmers voted and 90% voted in support of the
proposal.

"Right now everything points to the fact that the final package will be the
same as that originally outlined to shareholders in the several brochures
distributed before farmers voted in 2010," he said.
Anything that had been developed in more detail, like the custodian, had
already been discussed with shareholders and their input had influenced the
Board's final decision.

"In short, we believe that having a final vote will help to unify our
Co-operative," he said.

"We will be asking all shareholders to exercise their vote, respect the
majority decision of the vote and then move on. Anything else has the
potential to be severely damaging to Fonterra's future."

By 25 June due diligence on TAF will be complete, the Board will have
addressed the four preconditions and Council will have had the opportunity to
consider the fifth precondition. Legislation is likely to be through the
House.

"Therefore the Board will be in a position to give unqualified assurances on
100% control and ownership," Sir Henry said. "We will be able to answer
everyone's questions with absolute confidence and the meeting will serve to
remind all shareholders of the detail of the Trading Among Farmers package.

"It will also be an opportunity for the Board and independent advisors to
outline what they found in due diligence and for the Board and Council to
outline the process observed on the five preconditions," Sir Henry said.

But Sir Henry added that if due diligence or the Board or Council's
discussions uncovered any thing that was significantly different from what
was originally outlined in 2010 or that required further constitutional
change, the Board will also use this meeting to put any additional
resolutions.

"But if 100% control and ownership is certain and all the preconditions are
met, the final vote is likely to support the 2010 decision and TAF will be
implemented as planned in November this year," Sir Henry said.
End CA:00222106 For:FCG    Type:MEETING    Time:2012-04-23 14:01:12