Rules Explained

If the new Constitution rules are passed, shareholder voting entitlements under the Zespri Constitution at Annual Meetings and Special Meetings will be based on one voting share for each tray of production, or the number of shares the producer holds – whichever is the lower number.

Voting rights would be shared between the owner and lessee (if both are shareholders) according to the landowner priority rule. If both landowner and lessee hold shares, the landowner takes priority to use the votes attached to the shares as a result of production subject to specific exceptions for Glasgow leases and existing long term leases.

Note: any interest group votes will continue to be conducted in accordance with the Companies Act and Constitution.

Scenarios

I am a grower. I own two orchards (KPIN one and KPIN two). KPIN one has a historical average of 10,000 trays and KPIN two of 15,000 trays. I currently hold 50,000 shares. What are my voting rights?

As the owner of KPIN one and KPIN two, you are entitled to all of the production from those KPINs. Your historical production is therefore 25,000.

Your voting entitlement is the lower of either your number of shares (50,000), or your historical production on a one voting share per tray basis (25,000). In this case, your production is lower, so you are entitled to 25,000 votes in accordance with the Constitution.

Common Questions

How does the proposed entitlement differ from current voting?
Currently voting entitlements are worked out by calculating a shareholder’s production as a proportion of total industry production and total shares on issue. However, if the resulting number is greater than the number of shares held by the shareholder, then the voting entitlement will be the number of shares held. The future voting entitlement will not be dependent on the proportion of a shareholder’s production to the total industry production, but just based on their own production. A ratio of one voting share per tray produced voting entitlement applies, unless the shareholder holds a lesser number of shares, in which case the lesser number of shares can be voted.

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.