CZ 41Distributions to supplying shareholders of Fonterra: 2022–23 to 2024–25 income years

1. This section applies to a distribution by Fonterra to a supplying shareholder if the distribution is made for Fonterra’s 2022–23, 2023–24, or 2024–25 income year.

2. The distribution is not a dividend to the extent to which the distribution is for the supplying shareholder’s—

3. transaction shares:
4. projected transactions shareholding:
5. qualifying non-transaction shares:
6. projected qualifying non-transaction shareholding.

7. The 20-working-day rule for fixing a date in section 125(2) of the Companies Act 1993 does not apply to shareholders’ entitlements to receive distributions from Fonterra if, for the purposes of subsection (1) of that section, the board of Fonterra has fixed a date in relation to shareholders’ entitlements to receive distributions before the entitlements arise and that date is within the year or period to which the distributions relate.

8. In this section,—

   Fonterra means Fonterra Co-operative Group Limited

   projected qualifying non-transaction shareholding means the number of qualifying non-transaction shares in Fonterra that the supplying shareholder would have held if the trading transactions actually had occurred that the supplying shareholder had projected, using reasonable assumptions, would occur in the period to which the distribution relates

   projected transactions shareholding means the number of shares in Fonterra that the supplying shareholder would have had to hold if the trading transactions actually had occurred that the supplying shareholder had projected, using reasonable assumptions, would occur in the period to which the distribution relates. The number of shares must determine the value of the trading transactions

   qualifying non-transaction shares means the number of shares in Fonterra that the supplying shareholder holds—

   1. that are not transaction shares and are not their projected transactions shareholding; but
   2. not including any shares in Fonterra that the supplying shareholder holds described in paragraph (a) in excess of the nearest whole number to the number calculated by multiplying the supplying shareholder’s transaction shares on the date of entitlement for the distribution under section 125 of the Companies Act 1993 by 2.0303

   supplying shareholder means a supplying shareholder, within the meaning of that term in section 34 of the Co-operative Companies Act 1996, in relation to Fonterra

   trading transactions means transactions between the supplying shareholder and Fonterra that are—

   1. the disposal and acquisition of trading stock of the vendor that is not intangible property; and
   2. not subject to section CB 2 (Amounts received on disposal of business assets that include trading stock)

   transaction shares means the number of shares in Fonterra that the supplying shareholder holds for trading transactions that occurred in the period to which the distribution relates. The number of shares must determine the value of the trading transactions.