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No Evidence That Silver Fern Farms’ Board Acted In Bad Faith

Companies Office Confirms No Evidence That Silver Fern Farms’ Board Acted In Anything Other Than Good Faith And In Best Interests Of The Company

• Companies Office completes consideration of complaint from Rt Hon Peters

• Has “not identified any evidence of a breach of s 138A of the Companies Act 1993”

• Follows announcement from the Financial Markets Authority (FMA) confirming FMA does “not have any reason to believe the [Notice of Meeting and Shareholder] Information Pack was misleading or deceptive.”

Dunedin 28 June 2016: The Companies Office has confirmed it has completed its consideration of a complaint made to it regarding aspects of Silver Fern Farms’ transaction with Shanghai Maling Aquarius Co., Limited and has found Silver Fern Farms’ directors had not breached their directors’ duties as alleged.

A letter from the Companies Office addressed to Silver Fern Farms states:

“After considering the information provided in Rt Hon Peters’ complaint and the information received by Silver Fern Farms, the Registrar has not identified any evidence of a breach of s 138A of the Companies Act 1993”

Section 138A of the Companies Act 1993 covers a director’s duty to act in good faith and in best interests of a company. Mr Peters alleged a breach of this provision based on his other allegation that the company had failed to get approval for a major transaction under section 129 of the Companies Act, and had structured around the rules.

Chairman Mr Rob Hewett says: “The accusation was that directors did not act in good faith or in the best interests of the company. That was clearly not the case. The decision of the Registrar of the Companies Office supports the positon we have consistently taken on this.”

The finding follows that of the Financial Markets Authority last month which stated they did “not have any reason to believe the [Notice of Meeting and Shareholder] Information Pack was misleading or deceptive.

“Two independent government bodies have now dealt with the allegations and have found them unsubstantiated. The allegations have been proven to be unfounded and in our view, those making these allegations have clearly intended to be disruptive.”

Mr Hewett says the Silver Fern Farms partnership with Shanghai Maling was overwhelmingly supported by shareholders at the October 2015 special shareholder meeting to approve the investment, as they saw the necessity for the new capital to provide a strong financial position, the opportunity to accelerate the company’s global plate to pasture value added strategy, and the privileged access to the China market provided by the retail and wholesale networks owned by Shanghai Maling.

“This Board continues to firmly believe that the partnership is in the best interests of the Co-operative and our shareholders.”


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