Purpose of the proposals

WHAT SHAREHOLDERS WILL BE ASKED

The recommended changes to the Zespri Constitution aim to stabilise and then reverse non-alignment between shareholding and production over time.

Zespri will ask shareholders to vote at a Special Meeting on 14 March 2018 on specific measures, including:

  • A maximum shareholding of four shares for each tray of production. A producer would not be able to acquire more shares if they are overshared or if the acquisition would make them overshared. (See Rules Explained on Share Cap).
  • Dividend restrictions on shareholders who are no longer producing growers. A dividend would not be paid to a shareholder that is not a producer as at the record date for that dividend. This would only apply after a transition period. (See Rules Explained on Dividend Restrictions for further information).
  • A change to voting entitlements. This would be based on one voting share for each tray of production or the number of shares the producer holds – whichever is the lower. (See Rules Explained on Voting Cap for further information).

HOW SHAREHOLDERS WILL BE ASKED TO VOTE

The producer and non-producer diagrams provide highly simplified view of the voting process, based on different options that shareholders may choose to support or not.

There is a required vote under the terms of the current Constitution and a required vote under the Kiwifruit Export Regulations.

The process also recognises two interest groups: producers and non-producers. They each vote on specific interest group resolutions.

A detailed explanation is provided in Explanatory Notes – Interest Groups and the Voting Process.

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.