Each holder must be entitled to one vote on a show of hands and one vote on a poll.  |
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|---|---|
| Rule: | 2A 5.3 |
| Date Requested: | Wednesday, January 7, 2004 |
| Requested By: | Clayton Utz |
| Date Approved: | Friday, January 30, 2004 |
| Approved By: | Compliance Committee |
| Issuer: | SUG |
| Securities: | SUG |
| Description of Rule: | Each holder of an equity security with a right to vote must be entitled to one vote on a show of hands and one vote for each fully paid security on a poll. |
| Waiver Requested: | Clause 15.1 of STL's Constitution does provide for voting rights as per LR 5.3, however these rights are subject to any special rights attaching to the classes of shares. Clause 3.2(b)(ii) of STL's Constitution restricts the total number of votes that "G" class shareholder may vote on a poll to no more than the number of votes equal to 5% of the total number of "G" class shares. The 5% restriction reflects a principle, insisted upon by growers at incorporation, to assist smaller grower shareholders actively participate in the decision making of the company. |
| Effect of Waiver: | The NSX grants the waiver for the 5% restriction on voting rights. On the basis that the market trading is a closed market, the intention is to provide fair and equitable treatment of minority shareholders, and it may be unfair on existing shareholders as they have purchased share on this basis. |