Question

Goodman Fielder (Fiji) Limited

Extract from the articles and accompanying schedule concerningshare classes.

2. SHARES

2.1 Control of Board

Subject to any direction given by the Members by OrdinaryResolution at a general meeting, all the unissued Shares are underthe control of the Board which may, on behalf of the Company,allot, issue, grant options over or otherwise dispose of them tothe persons, on the terms and conditions, with the rights andprivileges, and at the times that the Board determines.

2.2 Existing Classes of Shares

The issued capital of the Company at the date of the adoption ofthese Articles is divided into 4,317,305 ordinary shares of ONEDOLLAR ($1.00) each as follows:

(a) 3,885,574 A Class Shares of ONEDOLLAR ($1.00) each, 3,885,573 A Class Shares being held by GoodmanFielder Wattie Limited and 1 A Class Share being held by a nomineeof Goodman Fielder Wattie Limited; and

(b) 431,731 B Class Shares of ONEDOLLAR ($1.00) each all of which are held by Goodman Fielder WattieLimited;

and except as set out in Article 2.3 the A Class Shares and theB Class Shares rank equally in all respects.

2.3 Special Rights Attaching to A Class Shares and B ClassShares

2.3.1 In this Article 2.3 “Surplus Profit for Distribution”means the profits of the Company available for payment of dividendsin respect of all the shares in the Company after payment of anyDividend in respect of the Preference Shares issued by the Companypursuant to Article 2.4 or in respect of any other shares issued bythe Company with special rights as to the payment of dividends inpriority to the A Class Shares or the B Class Shares.

2.3.2 Subject to these Articles and the Act, the Board will inrespect of each financial year of the Company declare from theSurplus Profit for Distribution a dividend in respect of each BClass Share equal to 32.68702% of the par value of each B ClassShare provided that if the Surplus profit for Distribution inrespect of any financial year is insufficient to pay such dividendin full then the Board will declare a dividend in respect of each BClass Share such as to fully distribute the Surplus Profit forDistribution pro rata in respect of each of the B Class Shares. Thepayment of dividends in respect of the B Class Shares in accordancewith the terms of this Article 2.3.2 will not be cumulative fromyear to year.

2.3.3 The Board may from that sum being the Surplus Profit forDistribution less the dividends paid in respect of the B ClassShares in accordance with Article 2.3.2 in each financial year ofthe Company, declare a dividend in respect of each A Class Shareand such other shares issued by the Company with special rights asto dividend ranking subsequent in priority as to payment ofdividends to the B Class Shares.

2.3.4 The A Class Member may by written notice (including,without limitation, by telex or facsimile transmission) to theCompany:

(a) appoint up to five persons as Directors of the Company andas representatives of the interests of the A Class Member (“A ClassDirectors”) and will nominate by written notice (including, withoutlimitation, by telex or facsimile transmission) to the Company notless than one (1) A Class Director as an A Class QuorumDirector;

(b) remove any such Director and appoint any other person inthat Director’s place, and the provisions of these Articles inrespect of Directors will apply insofar as they are notinconsistent with the provisions of this Article 2.3.4. Theappointment of each Director (and the removal of any Director) inaccordance with the provisions of this Article 2.3.4 will beeffective from the date that the written notice is received by theCompany.

From the date of adoption of these Articles the A ClassDirectors shall be:

George Thomas Mathew Bolton

Bruce James Scott

Malcolm Harrison

Robin Anthony Storck

Alan Bennett

The A Class Quorum Directors shall be:

George Thomas Mathew Bolton

Bruce James Scott

2.3.5 The B Class Member may by written notice (including,without limitation, by telex or facsimile transmission) to theCompany appoint Joseph Campbell as a Director of the Company and asrepresentative of the interests of the B Class Member;

and the provisions of these Articles in respect of Directorswill apply insofar as they are not inconsistent with the provisionsof this Article 2.3.5. The appointment of each Director (and theremoval of any Director) in accordance with the provisions of thisArticle 2.3.5 will be effective from the date that the writtennotice is received by the Company.

2.4 Cumulative Redeemable Preference Shares

Without limiting the generality of Article 2.1, the Board, onbehalf of the Company, may:

(a) allot and issue to any person; or

(b) grant options to any person in respect of cumulativeredeemable preference shares which shall have the rights and be onthe terms and conditions set out in Schedule1.

2.5 Variation of Rights

If at any time the issued Shares are divided into differentclasses, the rights attached to any class of Shares (unless theterms of issue of that class otherwise provide) may only be variedor abrogated with either:

(a) the consent in writing of the holders of three-fourths ofthe issued Shares of that class; or

(b) the sanction of a Special Resolution passed at a separatemeeting of the holders of Shares of that class,

and, for the purposes of this Article 2.5, the followingprovisions apply:

(c) in relation to any separate meeting of the holders of Sharesin a class, the provisions of these Articles which relate togeneral meetings apply as far as they are capable of applicationand changed as necessary except that any holder of Shares of thatclass present in person or by proxy, attorney or representative maydemand a poll.

SCHEDULE 1

TO THE ARTICLES OF ASSOCIATION OF

GOODMAN FIELDER (FIJI) LIMITED

CUMULATIVE REDEEMABLE PREFERENCE SHARES

In this Schedule 1, unless the context otherwise requires:

“Dividend” means any dividend payable in respect of thePreference Shares for the Dividend Period (or such other periodagreed between the Company and the Preference Shares Holder) inaccordance with the provisions contained in this Schedule 1;

“Dividend Amount” means a dividend equal to 13% of the IssuePrice in respect of each Preference Share which shall accrue fromday to day during the Dividend Period;

“Dividend Payment Date” means that date nominated by the Boardfor the payment of the Dividend for the preceding Dividend Periodwhich is within a reasonable period following the end of theDividend Period (or such other date agreed between the Company andthe Preference Shares Holder);

“Dividend Period” means the annual period ending 30 June in eachyear (or such other date being the last day of the Company’sfinancial year) or if the Issue Date falls during an annual periodthen that period commencing on the Issue Date and ending on thefollowing 30 June (or such other date being the last day of theCompany’s financial year);

“Final Redemption Date” means 6 May 2002;

“Issue Date” means the date upon which the Preference Shares areto be allotted and issued by the Company in accordance with theBoard’s Resolution referred to in clause 2 in this Schedule 1;

“Issue Price” means in respect of each Preference Share the sumof One Dollar ($1.00) being share capital paid on the issue of eachPreference Share;

“Preference Shares” means the redeemable cumulative preferenceshares of One Dollar ($1.00) each in the capital of the Companyallotted and issued by the Company upon the terms and with therights set out in this Schedule 1 and otherwise in accordance withthe Board’s Resolution referred to in clause 2 in this Schedule1;

“Preference Shares Holder” means the owner of the PreferenceShares;

“Redemption Amount” means the aggregate of the Issue Price forthe Preference Shares and any Dividend in respect of the PreferenceShares calculated and outstanding to the Redemption Date whetherdeclared or accrued and whether or not there are profits out ofwhich the same could be paid or declared;

“Redemption Date” means the date upon which the PreferenceShares Holder or the Company is obliged to redeem the PreferenceShares in accordance with the terms contained in this Schedule1;

“Redemption Period” means the period commencing on 7 May 1997and ending on 6 May 2002.

2. ISSUE OF PREFERENCE SHARES

2.1 The Board may by Resolution allot to a subscriber orapplicant, Preference Shares conferring the rights and issued uponthe terms set out in this Schedule 1 together with such other terms(not being inconsistent with the terms in this schedule 1) as theBoard may resolve.

2.2 The Preference Shares will be allotted on the Issue Datespecified by the Board in the Resolution at the Issue Price and theIssue Price will be fully paid on the Issue Date by the PreferenceShares Holder.

2.3 Preference Shares may only be allotted and issued by theCompany to one person and may not be transferred, encumbered orotherwise disposed of (except by redemption or transfer to the AClass Member) by the Preference Shares Holder prior to theRedemption Date.

3. DIVIDEND

3.1 The Company will pay out of the profits of the Companyavailable for the payment of dividend, and without the need for anydeclaration or resolution by the Company or the Directors on theDividend Payment Date a Dividend on each Preference Share of theDividend Amount.

3.2: The Dividend will rank in priority to any payment ofdividend in respect of any other class of shares in the capital ofthe Company.

3.3 The profits of the Company available for the payment ofdividend will be applied first in payment of the Dividend inrespect of the Preference shares.

3.4 If at any time the Company is unable to pay in full theDividend in respect of the Preference Shares then the payment ofthe Dividend will be cumulative.

4. APPOINTMENT OF DIRECTOR

4.1 The Preference Shares Holder may by written notice(including, without limitation, by telex or facsimile transmission)to the Company:

(a) appoint one person as a Director of the Company and asrepresentative of the interests of the Preference SharesHolder;

(b) remove that Director and appoint any other person in thatDirector’s place, and the provisions of the Articles in respect ofDirectors will apply insofar as they are not inconsistent with theprovisions of this Schedule 1.

4.2 The appointment of the Director (and the removal of anyDirector) in accordance with the provisions of clause 4.1 of thisSchedule 1 will be effective from the date that the written noticeis received by the Company.

4.3 In this schedule 1 and in the Articles, “Preference SharesDirector” means the Director appointed in accordance with Clause 4of this Schedule 1.

5. RIGHT TO PARTICIPATE ON WINDING UP AND OTHERWISE

5.1 The Preference Shares will on a winding up and in respect ofa return of capital and in payment of arrears of any Dividend rankin priority to the rights in that respect of any and all otherclasses of shares in the capital of the Company.

5.2 Otherwise than on a winding up or in respect of a return ofcapital and the payment of the Dividend due on the PreferenceShares, the Preference Shares will have no right to participate inany profits or assets of the Company.

6. ISSUE OF OTHER SHARES

6.1 Subject to the Articles, the Company may at any time issueother preference shares not ranking in priority to the PreferenceShares (and whether otherwise on terms similar to the issue of thePreference Shares hereunder or otherwise) without the issue of anysuch shares being deemed to be a variation to the rights attachingto the Preference Shares.

7. ENTITLEMENT TO REPORTS AND ATTEND GENERAL MEETINGS

7.1. The Preference Shares Holder will have the same rights asthe holders of ordinary shares in the capital of the Company toreceive notices, reports, accounts and balance sheets of theCompany as provided in the Articles or the Act and to attendgeneral meetings but shall not confer any speaking or voting rightsat any general meeting except as provided in Clause 8.1 of thisSchedule 1.

8. VOTING RIGHTS

8.1 The Preference Shares Holder will not have any speaking orvoting rights at any general meeting or otherwise except:

(a) at a general meeting of the Company on any question orproposal relating to:

(i) reducing the capital of theCompany;

(ii) winding up the Company; or

(iii) any matter adversely affectingthe rights or privileges attached to the Preference Shares;

(b) at a meeting of the holders of Preference Shares or anyseparate class of which the Preference Shares Holder is a member;or

(c) if the Dividend (if any) for any dividend period is not paidat the time or in the manner provided for in this Schedule 1 andremains unpaid at the date of the meeting.

8.2 In the event that the Preference Shares Holder is entitledto vote at a meeting then on a show of hands at any such meetingthe Preference Shares Holder will have one vote in respect of thePreference Shares and on a poll at any such meeting the PreferenceShares Holder will have one vote in respect of each PreferenceShare.

9. RIGHT TO REDEEM PREFERENCE SHARES

9.1 The Preference Shares Holder may at any time during theRedemption Period by written notice to the Company require theCompany to redeem all the Preference Shares held by the PreferenceShares Holder and in accordance with such written notice theCompany will redeem the Preference Shares by paying to thePreference Shares Holder the Redemption Amount in cash or by bankcheque or in such other form that the Preference Shares Holder mayagree to in writing on that day three (3) calendar months followingthe date on which such written notice is received by theCompany.

The Company may at any time during the Redemption Period givewritten notice to the Preference Shares Holder that it will redeemall the Preference Shares held by the Preference Shares Holder andin accordance with such written notice the Company will redeem thePreference Shares by paying to the Preference Shares Holder theRedemption Amount in cash or by bank cheque or in such other formthat the Preference Shares Holder may agree to in writing on thatday three (3) calendar months following the date on which suchwritten notice is received by the Preference Shares Holder.

9.3 If the Company has not redeemed the Preference Shares duringthe Redemption Period in accordance with clause 9.1 or 9.2, then onthe Final Redemption Date the Company will redeem the PreferenceShares by paying to the Preference Shares Holder the RedemptionAmount in cash or by bank cheque or in such other form that thePreference Shares Holder may agree to in writing on the FinalRedemption Date.

Carefully read the word doc Goodman Fielder Preference Sharesand then answer the following questions.

- Would you rather own a bunch of A class shares or a bunch of Bclass shares?

- With respect to entitlement to a dividend, what is the rankingamong the A class shares, the B class shares and the ‘PreferenceShares’ (as defined in Schedule 1)?

- Would you describe the Preference Shares as participating?