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Fonterra shareholders ratify director appointments

FONTERRA SHAREHOLDERS RATIFY INDEPENDENT DIRECTOR APPOINTMENTS

Fonterra’s chairman John Roadley said shareholders had voted to support all seven resolutions put to the co-operative’s inaugural annual meeting held today, including ratifying the appointments of three Board Appointed Directors.

The meeting discussed the Annual Report, which presented results for the financial year to May 2001, and reports from the Shareholders' Council and the Milk Commissioner. Shareholders also voted on seven ordinary resolutions.

“Fonterra’s inaugural annual meeting today gave shareholders the opportunity to look back on the great successes we’ve had since the vote to create Fonterra, and to consider strategies going forward to improve the company’s performance,” Mr Roadley said.

“We had robust discussion about the performance of Fonterra and the need to continue to improve on that. Fonterra is ahead of schedule to deliver on the benefits set out in the merger business case. While we recognise we have to continue to work to achieve all of the potential of the company, I believe Fonterra is well on track.”

Mr Roadley said that, in terms of the payout, the company has a benchmark through the theoretical Commodity Milk Price that ensures a never-ending drive for improvement. A long-term business strategy for Fonterra was nearing completion and this would also help to add value for shareholders

Mr Roadley said he was pleased with the shareholder turnout to the Annual Meeting, with 17% of shareholders participating, including through proxies, at seven venues around the country.

The result of the voting at the Annual Meeting was as follows:

Resolution 1.To ratify, in accordance with clause 12.4 of the Constitution, the appointment by the Board of Dr John Hood as a Director. Passed – 93%
Resolution 2.To ratify, in accordance with clause 12.4 of the Constitution, the appointment by the Board of Mr Graeme Hawkins as a Director. Passed – 83%
Resolution 3.To ratify, in accordance with clause 12.4 of the Constitution, the appointment by the Board of Mr David Hoare as a Director. Passed – 94%
Resolution 4.To approve the remuneration of Directors, as recommended by the Directors’ Remuneration Committee in accordance with clause 34 of the Constitution. Passed – 87%
Resolution 5.To appoint KPMG as auditor until the conclusion of the next annual meeting and to authorise the Board to fix the auditor’s remuneration. Passed – 78%
Resolution 6.To approve the Shareholders’ Council programme and budget for the 2002/2003 Season. Passed – 85%
Resolution 7.To approve the remuneration of Shareholder Councillors, as recommended by the Directors’ Remuneration Committee in accordance with By-law 3.1 of the Shareholders’ Council By-laws. Passed – 88%

John Roadley stands down as Chairman of the Board following the Annual Meeting, and Henry van der Heyden assumes the chairmanship.

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