Glossary

Key terms and definitions

Deemed production

Applies to the calculation of production for Greenfield sites. The calculation is based on the area of the Greenfield and the average production per hectare for the region, as determined by Zespri.

Dry shareholder

A shareholder who does not own or lease a New Zealand kiwifruit orchard. A shareholder who does not own or lease a New Zealand kiwifruit orchard in the same legal entity name as they own their shares. Also known as a non-producer. Please also refer to the definition for misaligned.

Glasgow lease

There is no statutory definition of a Glasgow lease. For Constitutional purposes, we are defining it as a lease with a term of 21 years or more, perpetually renewable at the option of the lessee, where all improvements on the land are owned by the lessee.

Greenfield

A site on which there is no history of production in the last five years and which was allocated a KPIN less than three years ago.

Headroom

The balance available between the total shares owned by a producer and the maximum share entitlement (four-to-one share cap), when the total shares owned is less than the maximum share entitlement.

Historical production

Historical production is used for the purpose of calculating share and voting entitlements. It is the average of the highest number of trays supplied to Zespri at FOBS (shipped) in any two of the five seasons preceeding the measurement date. It also includes fruit which may not be supplied to FOBS, such as crop managed fruit, fruit sold on the domestic market and fruit which forms part of an insurance claim.

KPIN

Kiwifruit Property Identification Number – a four-digit number assigned to each property on which kiwifruit is or was produced. Share entitlement is always calculated on the basis of production from KPINs.

Legal entity

For these purposes, a company, trustees holding shares jointly, partnership, or other organisation that is legally constituted and recognised under the Companies Act 1993 and Zespri’s Constitution. It has legal personality separate from its shareholders or partners. The ownership or control of the legal entity that owns or leases a KPIN is irrelevant in determining entitlement to production from a KPIN.

Misaligned

Owns shares under one legal entity but owns an orchard under another related party entity, not the exact same entity (and there is no lease in place). Therefore ownership of the shares and ownership of the orchard and fruit are not aligned.

New entrant

An entity that has not previously owned or leased an orchard and owns or leases a site on which here has been no history of production in the last five years i.e Greenfield and who obtains a KPIN in order to start an orchard.

Non-producer

A shareholder who does not own or lease a New Zealand kiwifruit orchard. A shareholder who does not own or lease a New Zealand kiwifruit orchard in the same legal entity name as they own their shares. Also known as a dry shareholder. Please also refer to the definition for misaligned.

Overshared

A producer whose shareholding exceeds the four-to-one share cap.

Producer

An owner of land in New Zealand on which kiwifruit is produced for supply to Zespri; a lessee with a lease of at least one year’s duration of land in New Zealand on which kiwifruit is produced for supply to Zespri; and/or a person determined by Zespri to be a producer for the purpose of tradeability of shares.

Record date

Zespri’s Board of Directors determines when dividends are payable. Zespri relies on shareholding figures at a time close to when the distribution of dividends will actually be made, which is called the dividend record date.

Share cap

A maximum shareholding ratio of four shares per tray for producer shareholders. Transition period A period of time following the introduction of changes to Zespri’s Constitution before which the rules on maximum shareholding and cap on dividends apply to those who exceed the cap or are dry shareholders when the new rules are introduced.

Voting cap

Each producer shareholder is entitled to the lesser of: (1) one vote per tray of production; and (2) one vote per share held.

 

Whilst Zespri has endeavoured to ensure that the information provided in these documents is accurate, the proposals for amendments to Zespri's constitution are still in the process of being finalised, and therefore may be subject to change. Zespri shall not be directly or indirectly liable (whether in contract, tort or otherwise) to any person for any statement, representation, misrepresentation inaccuracy, omission or otherwise in respect of, or any reliance by any person on, any information or documentation Zespri or any of its representatives directly or indirectly makes available or otherwise discloses (whether orally or in writing) in this document or in relation to this document. Updates to the proposals will be made available here on the website and the final proposals will be contained in the proposed constitution issued for voting purposes prior to the Special Meeting.