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Merger Information Package On Way To Shareholders


Media Statement

Wednesday 28 March 2001 For Immediate Release


Merger Information Package On Way To Shareholders

Dairy farmers will this week receive detailed technical information on the merger of New Zealand Dairy Group and Kiwi Co-operative Dairies, John Roadley, Chairman of Global Dairy Company said today.

"This week's Merger Information Package is the next step in the path towards a shareholder vote, which we plan to hold in early- to mid-May," Mr Roadley said. "It follows the release of the Merger Agreement in December and various information packages through this year, including the Global Dairy Company business case. The next set of information will be all the formal legal documentation and information on voting, which we plan to get out next month."

Mr Roadley said the Merger Information Package contained six booklets and supporting summary information. The six booklets are:

* A Merger Summary, outlining the rationale for the merger, information on directors and the industry's global strategy, and details of Global Dairy Company's capital structure;
* The Constitution of Global Dairy Company;
* Terms and Conditions of Milk Supply;
* Supplying Shareholder Handbook;
* By-laws of the Shareholders' Council; and
* By-laws of the Milk Commissioner.

Mr Roadley said the documents explained how the co-operative business would run.

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"The constitution establishes binding rules to govern the operation of the company covering important matters including the company's capital structure and the rights of supplying shareholders," he said.

"The capital structure provides for fair value entry and exit based on forecast earnings so that new shareholders pay for existing investment in the company and exiting shareholders can take the value of that investment with them.

"The capital structure also provides for peak capacity notes so that shareholders whose milk supply varies significantly through the season will pay more for the cost of surplus infrastructure compared with those supplying shareholders whose milk supply is stable through the season.

"The importance of this is underlined by the fact that the industry is forced to carry double the manufacturing infrastructure that it would need if supply were perfectly stable through the year.

"The by-laws of the Shareholders' Council explain how shareholders' interests will be represented to the board of Global Dairy Company on an ongoing basis."

Mr Roadley said the Merger Information Package also contained important information for dairy farmers in their capacity as suppliers.

"The package contains the Terms and Conditions of Milk Supply that will determine how suppliers and the company work together through the season, and the Supplying Shareholder Handbook that provides information on how they will work together on a day-to-day basis. Every supplier and many of their financial advisors will want to read these carefully.

"The by-laws of the Milk Commissioner establish how this important office will mediate any disputes between suppliers and the company and make non-binding but very powerful recommendations.

"All these matters are also addressed in the Merger Summary booklet."
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Mr Roadley acknowledged that shareholders would need some time to digest the information.

"However, it is important that shareholders have all the available information so that they can check any points that are of specific interest or concern to them.

"Shareholders will have opportunities to discuss any of the material with their directors at shareholder meetings over the next two weeks.

"In addition, shareholders will be able to ask questions through email, fax or telephone."

Mr Roadley said a further round of shareholder meetings would be held following the release of formal legal information next month.

END


All the material that has been posted to shareholders can be found at
http://www.globaldairy.co.nz

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