Murray Goulburn Share Standard Policy

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1 Approved by Board on 14 April 2015 Murray Goulburn Share Standard Policy 1 Introduction 1.1 Application of the Share Standard This Share Standard Policy applies from the IPO Date. Murray Goulburn may amend this Share Standard Policy from time to time. Note: a Shareholder s entitlement under the Shareholder Share Offer or SSO is based on its Share Standard but is subject to certain modifications. Shareholders should consult their personal Shareholding Summary and the SSO documentation for details of their entitlement under the SSO. 2 The Share Standard 2.1 Calculation of the Share Standard The Share Standard for a Shareholder is calculated as follows: Share Standard equals the Share Allocation Percentage multiplied by the Supplier Production Standard for each Associated Supplier of the Shareholder; Supplier Production Standard for an Associated Supplier equals the Farm Production Standard multiplied by the Milk Proceeds Percentage for that Associated Supplier, measured in kilograms of milk solids; Farm Production Standard equals the average supply of the dairy farm that is the subject of the Associated Supplier s supply arrangement, measured in kilograms of milk solids. See section 7 for further details of how the Share Standard is calculated in particular circumstances. See section 8 for definitions of Associated Supplier, Share Allocation Percentage and Milk Proceeds Percentage. 2.2 Period of assessment of the Share Standard In general, the Share Standard will be calculated based on a farm s average annual milk production over a rolling 3-year period. However, until July 2016 the Share Standard will be calculated based on the greater of: a farm s average annual milk production for the three years from 1 Feb 2012 to 31 Jan 2015; or a farm s milk production for the 12 month period from 1 Feb 2014 to 31 Jan If a farm has not been in operation for three years, Murray Goulburn may calculate the Share Standard based on a lesser period. If a farm has no production history (ie, a new farm), Murray Goulburn may determine the Share Standard based on estimated production, as determined by Murray Goulburn. 06/05/15 (09:29) Murray Goulburn Share Standard Policy page 1

2 3 Impact of the Share Standard 2.3 Timing of calculation of the Share Standard The Share Standard will be initially calculated on 31 January 2015.The Share Standard will be re-calculated in July 2016 and thereafter in mid-july each year. The Share Standard will not vary between these re-calculation dates despite any change to a Share Allocation Percentage or a Milk Proceeds Percentage. 2.4 Application of the Hard Cap Despite a Shareholder s Share Standard a Shareholder may not acquire Shares in excess of the Hard Cap. 3 Impact of the Share Standard 3.1 Mandatory participation in Share Offtake If a Shareholder does not hold enough Shares to satisfy their Share Standard then the Shareholder s Associated Supplier must participate in Share Offtake. If the Shareholder has more than one Associated Supplier then the Share Standard will be applied separately in relation to each Associated Supplier. Once the Share Standard is satisfied for all Shareholders associated with the Shareholder s Associated Supplier, participation in Share Offtake becomes optional for that Associated Supplier. 3.2 Voting rights in relation to Shares If a Shareholder exceeds their Share Standard then any excess Shares will be converted into non-voting Shares. If the Shareholder has more than one Associated Supplier then the Share Standard will be assessed on an aggregated basis across all Associated Suppliers. Non-voting Shares are identical to voting Shares except they have no voting rights. Nonvoting Shares will be converted back into voting Shares if the Shareholder needs them to satisfy their Share Standard (eg, because the Shareholder s Share Standard has increased). 3.3 Selling, Buying and encumbering Shares A Shareholder may only sell, buy and encumber Shares in the manner set out in sections 4, 5 and 6 and in accordance with the STP terms and conditions. 4 Selling Shares 4.1 Shares below the Share Standard A Shareholder may not sell a Share if the Shareholder does not satisfy their Share Standard or the sale would result in the Shareholder no longer satisfying their Share Standard. If the Shareholder has more than one Associated Supplier then the Share Standard will be applied separately in relation to each Associated Supplier. Murray Goulburn Share Standard PolicyPolicy page 2

3 3 Impact of the Share Standard This requirement applies despite any other provision of this section Shares subject to a Security Interest If a Share is subject to a Security Interest but is otherwise able to be sold under this section 4 then the Share may only be sold in accordance with section 6.3 below. 4.3 Shares in excess of the Shares Standard Shares that exceed a Shareholder s Share Standard may be sold by the Shareholder on the STP. If the Shareholder has more than one Associated Supplier then the Share Standard will be applied separately in relation to each Associated Supplier. If the excess Shares were acquired after the SPO Opening Date then they may be sold at any time. If the excess Shares were acquired prior to the SPO Opening Date then they may be sold in accordance with the following schedule: (d) by 30 June 2016: up to 25% of the excess Shares may be sold; by 30 June 2017: up to 50% of the excess Shares may be sold; by 30 June 2018: up to 75% of the excess Shares may be sold; and after 30 June 2018: any remaining excess Shares may be sold. However, the Shareholder may elect to hold the excess Shares for a longer period. 4.4 Shares held by retiring Shareholders If a Shareholder s Associated Supplier retires from dairy farming then the Shareholder may sell any Shares associated with that Associated Supplier in accordance with the following schedule: (d) by end of year 1: up to 25% of the Shares may be sold; by end of year 2: up to 50% of the Shares may be sold; by end of year 3: up to 75% of the Shares may be sold; and after year 3: any remaining Shares may be sold. The above periods are measured from the date of retirement (as reasonably determined by Murray Goulburn). The shortest period within which all of the relevant Shares may be sold is 3 years and one day. However, the Shareholder may elect to hold the Shares for a longer period. 4.5 Shares held by ceasing Shareholders If a Shareholder s Associated Supplier ceases supplying Murray Goulburn and commences supplying a competing dairy company the Shareholder must sell any Shares associated with that Associated Supplier in accordance with the following schedule: (d) by end of year 1: 25% of the Shares must be sold; by end of year 2: a further 25% of the Shares must be sold; by end of year 3: a further 25% of the Shares must be sold; and by end of year 4: the remaining Shares must be sold. Murray Goulburn Share Standard PolicyPolicy page 3

4 3 Impact of the Share Standard The above periods are measured from the date the Associated Supplier ceases supplying Murray Goulburn (as reasonably determined by Murray Goulburn). If the Shareholder does not sell the relevant Shares in accordance with the above schedule, Murray Goulburn may sell the relevant Shares on the Shareholder s behalf. The Shareholder appoints Murray Goulburn as their agent for the purpose of any such sales and releases Murray Goulburn from any and all liability associated with any loss that the Shareholder may suffer in connection with any such sales, including the price at which such sales occur. 4.6 Shares held by former preference shareholders Non-voting Shares held by former B or C class preference shareholders who are no longer Suppliers may be sold on the STP at any time. 4.7 Transfer of Shares in other circumstances The Board may approve the transfer of Shares in certain circumstances (eg, death, bankruptcy/insolvency) at their discretion. 4.8 Shareholders initial 500 Shares Shareholders may not sell their initial 500 Shares until they have retired from dairy farming or have ceased supplying Murray Goulburn to supply a competing dairy company. 5 Buying Shares 5.1 Purchase of Shares by Shareholders Shareholders may purchase Shares on the STP at any time subject to the Hard Cap. Shares purchased on the STP by a Shareholder will be associated with the Associated Supplier identified by the Shareholding Reference Number used to make the purchase. 5.2 Acquiring Shares via Share Offtake If Share Offtake is operating in relation to an Associated Supplier, all Shares acquired via the Share Offtake arrangement will be associated with the Shareholding Reference Number associated with that Associated Supplier. 5.3 Retired or ceased Shareholders and former preference shareholders Shareholders whose Associated Suppliers have retired from dairy farming or have ceased supplying Murray Goulburn to supply a competing dairy company may not purchase Shares on the STP. Former preference shareholders may not purchase Shares on the STP. Murray Goulburn Share Standard PolicyPolicy page 4

5 7 Application of the Share Standard in particular circumstances 6 Using Shares as security under approved lending facilities 6.1 Security Interests Murray Goulburn has entered into arrangements with certain lenders (Lenders) that permit Shareholders to use their Shares as security in connection with lending facilities with the Lenders. These arrangements permit the Lenders to register Security Interests over those Shares and to enforce those Security Interests by selling the relevant Shares if the Shareholder defaults under their loan with the Lender, despite anything in section 4. Full details of a Lender s rights in relation to any Shares in which the Lender has a Security Interest are set out in the Lender s loan documentation. 6.2 Shareholders initial 500 Shares Shareholders are not permitted to grant Security Interests in respect of their initial 500 Shares. 6.3 Selling Shares subject to Security Interests Shares that are subject to a Security Interest may be sold by a Shareholder in accordance with section 4 provided the sale proceeds are applied to reduce the Shareholder s loan balance with the Lender in accordance with the Lender s loan documentation. 7 Application of the Share Standard in particular circumstances 7.1 Shareholder is a Supplier or owns 100% of an Associated Supplier If a Shareholder is the Associated Supplier or owns 100% of an Associated Supplier then the Supplier Production Standard of the Associated Supplier will be used to determine the Shareholder s Share Standard. For example, if a Shareholder s Associated Supplier produces 100,000 kgms annually then the Shareholder s Share Standard will be 100,000 Shares. 7.2 Shareholder has a partial interest in an Associated Supplier If a Shareholder is a shareholder or partner in an Associated Supplier then a proportion of the Associated Supplier s milk production equal to the Share Allocation Percentage will be used to determine the Shareholder s Share Standard. For example, if a Shareholder is a 50% shareholder in an Associated Supplier that produces 100,000 kgms annually then that Shareholder s Share Standard will be 50,000 Shares. 7.3 Shareholder owns (or has an interest in) multiple Associated Suppliers If a Shareholder owns (or has an interest in) more than one Associated Supplier then the Shares held by the Shareholder will be associated with each Associated Supplier. The Murray Goulburn Share Standard PolicyPolicy page 5

6 8 Glossary Shareholder s Shareholding Reference Number will identify which Shares are associated with which Associated Supplier. For example, if a Shareholder owns 100% of an Associated Supplier that produces 100,000 kgms and 50% of an Associated Supplier that produces 100,000 kgms then the Shareholder s Share Standard is 100,000 Shares for the first Associated Supplier and 50,000 Shares for the second Associated Supplier. If the Shareholder owns 160,000 Shares, 120,000 of which are associated with the first Associated Supplier and 40,000 of which are associated with the second Associated Supplier then: the Shareholder exceeds the Share Standard in relation to the first Associated Supplier the Shareholder may sell 20,000 of the 120,000 Shares associated with this Associated Supplier (subject to sections 4.2 and 4.4); and the Shareholder does not satisfy the Share Standard in relation to the second Associated Supplier the Shareholder may not sell the 40,000 Shares associated with this Associated Supplier and will be on Share Offtake until they hold 50,000 Shares. 8 Glossary 8.1 Definitions The following definitions apply in this document. Associated Supplier means a Supplier that is associated with a Shareholder, being the Shareholder itself (if the Shareholder is a Supplier) or a Supplier that is owned by the Shareholder or in which the Shareholder has a shareholding or partnership interest. Constitution means the constitution of Murray Goulburn. Farm Production Standard has the meaning given in section 2.2. Hard Cap means the share ownership limit contained in the Constitution of 0.5 per cent of Murray Goulburn s share capital, as calculated by Murray Goulburn from time to time. IPO Date means the date units in the MG Unit Trust commence trading on the Australian Securities Exchange. Milk Proceeds Percentage means the milk proceeds percentage set out on the most recent Supplier I&I Form provided to Murray Goulburn. Share means an ordinary share (voting) or a NV class share (non-voting) in Murray Goulburn. Share Allocation Percentage is calculated as: { (number of Shares held under the Shareholder s SRN in relation to a Supplier) } (the total number of Shares held under all SRNs in relation to a Supplier) as at the SSO Opening Date or at the time of the annual review under section 2.4, or in respect of a Supplier joining Murray Goulburn after the SSO Opening Date, as advised to Murray Goulburn. Share Offtake means Murray Goulburn s Share offtake arrangements as set out in Murray Goulburn s Share Offtake Policy (as amended from time to time). Shareholder means a person or entity that holds Shares. Murray Goulburn Share Standard PolicyPolicy page 6

7 8 Glossary Shareholding Reference Number or SRN means a number that identifies which Shares held by a Shareholder are associated with each of the Shareholder s Associated Suppliers. Share Standard has the meaning given in section 2.2. SPO Opening Date means the date on which the Supplier Priority Offer opens. SSO Opening Date means the date on which the Supplier Share Offer opens. Supplier means the person or entity that supplies milk to Murray Goulburn as identified in the most recent Supplier I&I Form provided to Murray Goulburn. Supplier I&I Form means the Murray Goulburn s Supplier Information and Instruction Form. Supplier Production Standard has the meaning given in section 2.2. Supplier Trading Platform or STP means a private trading platform established by Murray Goulburn that allows Shareholders to buy and sell Shares on-line or by telephone. Murray Goulburn Share Standard PolicyPolicy page 7

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