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Annual Shareholder Meeting – Voting Outcome


Annual Shareholder Meeting – Voting Outcome

Auckland, 13 November 2002 - All resolutions put to shareholders at the Company’s Annual Shareholder’s Meeting today were passed with the required majority, including resolutions in respect of the reappointment of M J Andrews and M C Walls as Directors, authorising the Directors to fix the auditors’ remuneration for the ensuing year and adopting amendments to the Constitution to satisfy the requirements of a full listing on the Australian Stock Exchange.

Resolutions were also passed to enable a consolidation of the Company’s share capital, and the Board has today resolved to consolidate the ordinary shares and the preference shares of the Company on a 5:1 basis. Brief details of the consolidation are as follows:

The record date for the consolidation will be Friday, 29 November 2002, with the consolidation taking effect following close of business on that day.

All shareholders on the register at close of business on that record date will have each five Ordinary shares they hold consolidated into one Ordinary share, and each five Preference shares consolidated into one Preference share.

Fractional entitlements to Ordinary shares or Preference shares will be rounded up.

As a result of a consequential amendment to the Constitution approved by shareholders today, the Preference shares will retain their existing preferential rights following the consolidation. Otherwise, the Ordinary shares and Preference shares will retain their existing rights, privileges and restrictions.

The number of ordinary American Depositary Shares (ADSs), and Series A American Depositary Shares (Series A ADSs), on issue will also be consolidated on a 5:1 basis. This will allow the ratio of ADSs and Series A ADSs to the underlying Fletcher Challenge Forests Limited security to remain unchanged. The effective date for this consolidation will also be 29 November 2002.


Consistent with market practice and the terms of the deposit agreement with the Company’s Depositary, Citibank, N.A., fractional entitlements of American Depositary Receipt holders and Series A American Depositary Receipt holders to ADSs and Series A ADSs will be sold by Citibank, N.A. The net proceeds will be provided to the relevant American Depositary Receipt holder upon delivery to Citibank, N.A. of the relevant American Depositary Receipt certificate.

A copy of the Chairman’s address to the Annual Shareholder’s Meeting is available on the company’s website at http://www.fcf.co.nz.


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