This procedure applies to a transaction that trades unquoted securities of Fonterra as part of the sale or purchase of a dairy farm, a dairy business, or dairy livestock.

A director, secretary, or employee of Fonterra must give written notice to Fonterra of his or her intention to trade securities in Fonterra by an affected transaction.

Notice under clause 2 must be given before the trade occurs.

The notice must be signed and dated and include the following things:

• (a) the name and address of the director, secretary, or employee:

• (b) the office or position held by that person in Fonterra:

• (c) a statement describing the affected transaction, which must contain as much of the following information as is known or reasonably discoverable:

  • (i) the expected date or timing of the affected transaction:

  • (ii) the locality of the dairy farm, dairy business, or dairy livestock to be bought or sold:

  • (iii) an estimate of the class and number of unquoted securities that are to be traded by the transaction:

• (d) a statement that the decision to trade the unquoted securities has not been made on the basis of inside information:

• (e) a statement that the director, secretary, or employee believes that the unquoted securities will be traded at fair value:

• (f) a request that Fonterra consent to the trade:

• (g) a statement that the director, secretary, or employee is not aware of information that is material to Fonterra's decision on the request to consent to the trade and that has not been disclosed to Fonterra's board.

Fonterra must consider a request for consent in a notice under clause 4 and may consent to the trade if reasonably satisfied that the statements required by clause 4(d), (e), and (g) are true.

Fonterra may act under clause 5—

• (a) through its board; or

• (b) by an officer of Fonterra or a wholly-owned subsidiary of Fonterra appointed by the board.

The unquoted securities must not be traded unless—

• (a) Fonterra consents to the affected transaction in writing; and

• (b) arrangements exist to ensure that a copy of that consent is distributed to the directors of Fonterra before the next board meeting after the consent is given; and

• (c) the trade of the securities takes place outside the following periods:

  • (i) the period commencing when the board requires a special estimate by a valuer and ending on the commencement of the day after the price for a co-operative share in Fonterra, based on that special estimate, is published:

  • (ii) in situations not covered by subparagraph (i), the period commencing when the board is advised of a fair value range or an estimated fair value range and ending on the commencement of the day after the price for a co-operative share in Fonterra, based on that fair value range or estimated fair value range, is published; and

• (d) the affected transaction binds the director, secretary, or employee within 60 days of Fonterra's consent to the trade.

This procedure applies to a transaction to trade securities of Fonterra that is a necessary part of 1 or more of the following transactions:

• (a) an amalgamation under Part 13 of the Companies Act 1993; or

• (b) a compromise approved under Part 14 of the Companies Act 1993; or

• (c) an arrangement, amalgamation, or compromise approved by the Court under section 236 of the Companies Act 1993, including an order made under section 237 of that Act; or

• (d) a reorganisation or reconstruction of Fonterra that involves all the securities of the same class; or

• (e) the supply of milk to Fonterra by a director, secretary, or employee of Fonterra, if Fonterra is a party to the trade of securities.

A director, secretary, or employee of Fonterra must give written notice to Fonterra of his or her intention to trade securities in Fonterra.

Notice under clause 9 must be given before the trade occurs.

The notice must be signed and dated and include—

• (a) the name and address of the director, secretary, or employee; and

• (b) the office or position held by that person in Fonterra; and

• (c) the class and number of securities that will be traded; and

• (d) a statement describing the transaction by which the trade will occur, which must be specific and include the expected date or timing of the transaction; and

• (e) a statement that the decision to trade the securities was not made on the basis of inside information; and

• (f) a statement that the director, secretary, or employee believes that the securities will be traded at fair value; and

• (g) a request that Fonterra consent to the trade; and

• (h) a statement that the director, secretary, or employee is not aware of information that is material to Fonterra's decision on the request to consent to the trade and that has not been disclosed to Fonterra's board.