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Fletcher Challenge Obtains Separation Court Orders

Fletcher Challenge Obtains Court Orders
On Proposals for Separation

AUCKLAND, 30 January, 2001 – Fletcher Challenge today received initial orders and directions from the High Court of New Zealand in relation to the proposed separation of its three remaining Divisions: Energy, Forests, and Building.

These initial orders set down the procedural steps the Court requires Fletcher Challenge to take in order to proceed by way of a Court-sanctioned arrangement.

The company is to hold a special meeting of its shareholders at 2.00 pm on 6 March 2001 at the Ellerslie Convention Centre, Auckland, at which its shareholders will vote on the proposed sale of Fletcher Challenge Energy to Shell and Apache Corporation, and the establishment of Fletcher Building as a stand-alone company. Fletcher Challenge Forests will remain as the sole business of Fletcher Challenge Limited and will be renamed Fletcher Challenge Forests Limited.

Four resolutions will be put to Fletcher Challenge shareholders at the meeting:

(a) Related to Building:

1. a special resolution (requiring a 75 per cent majority of those voting) to be passed by the holders of Fletcher Challenge Building shares; and

2. an ordinary resolution (requiring a simple majority of those voting) to be passed by the holders all Fletcher Challenge Energy and Fletcher Challenge Forests shares

(b) Related to Energy:

3. a special resolution (requiring a 75 per cent majority of those voting) to be passed by the holders of Fletcher Challenge Energy shares; and

4. an ordinary resolution (requiring a simple majority of those voting) to be passed by the holders of Fletcher Challenge Building and Fletcher Challenge Forests shares.

Those holders of Fletcher Challenge shares whose names appear in the Register of Shareholders at 5.00pm on 2 March 2001 will be entitled to vote at the special meeting.

Fletcher Challenge will shortly be commencing distribution of shareholder materials, including a notice of meeting and an explanatory memorandum explaining the proposals in detail.

The company is also to hold a special meeting of Capital Noteholders on 19 February 2001, to approve the proposed arrangement for holders of Capital Notes arising out of the separation transactions. Details of the proposed arrangement are being sent to noteholders this week.

Subject to Fletcher Challenge shareholder approvals, final Court approvals and satisfaction of certain regulatory and other conditions, it is currently anticipated that the transaction will close by 23 March 2001.


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