Goodman Fielder (Fiji) Limited

Extract from the articles and accompanying schedule concerning share classes.

2. SHARES

2.1 Control of Board

Subject to any direction given by the Members by Ordinary Resolution at a general meeting, all the unissued Shares are under the control of the Board which may, on behalf of the Company, allot, issue, grant options over or otherwise dispose of them to the persons, on the terms and conditions, with the rights and privileges, 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 of these Articles is divided into 4,317,305 ordinary shares of ONE DOLLAR ($1.00) each as follows:

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

(b) 431,731 B Class Shares of ONE DOLLAR ($1.00) each all of which are held by Goodman Fielder Wattie Limited;

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

2.3 Special Rights Attaching to A Class Shares and B Class Shares

2.3.1 In this Article 2.3 Surplus Profit for Distribution means the profits of the Company available for payment of dividends in respect of all the shares in the Company after payment of any Dividend in respect of the Preference Shares issued by the Company pursuant to Article 2.4 or in respect of any other shares issued by the Company with special rights as to the payment of dividends in priority to the A Class Shares or the B Class Shares.

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

2.3.3 The Board may from that sum being the Surplus Profit for Distribution less the dividends paid in respect of the B Class Shares in accordance with Article 2.3.2 in each financial year of the Company, declare a dividend in respect of each A Class Share and such other shares issued by the Company with special rights as to dividend ranking subsequent in priority as to payment of dividends 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 the Company:

(a) appoint up to five persons as Directors of the Company and as representatives of the interests of the A Class Member (A Class Directors) and will nominate by written notice (including, without limitation, by telex or facsimile transmission) to the Company not less than one (1) A Class Director as an A Class Quorum Director;

(b) remove any such Director and appoint any other person in that Directors place, and the provisions of these Articles in respect of Directors will apply insofar as they are not inconsistent with the provisions of this Article 2.3.4. The appointment of each Director (and the removal of any Director) in accordance with the provisions of this Article 2.3.4 will be effective from the date that the written notice is received by the Company.

From the date of adoption of these Articles the A Class Directors 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 the Company appoint Joseph Campbell as a Director of the Company and as representative of the interests of the B Class Member;

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

2.4 Cumulative Redeemable Preference Shares

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

(a) allot and issue to any person; or

(b) grant options to any person in respect of cumulative redeemable preference shares which shall have the rights and be on the terms and conditions set out in Schedule 1.

2.5 Variation of Rights

If at any time the issued Shares are divided into different classes, the rights attached to any class of Shares (unless the terms of issue of that class otherwise provide) may only be varied or abrogated with either:

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

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

and, for the purposes of this Article 2.5, the following provisions apply:

(c) in relation to any separate meeting of the holders of Shares in a class, the provisions of these Articles which relate to general meetings apply as far as they are capable of application and changed as necessary except that any holder of Shares of that class present in person or by proxy, attorney or representative may demand 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 the Preference Shares for the Dividend Period (or such other period agreed between the Company and the Preference Shares Holder) in accordance with the provisions contained in this Schedule 1;

Dividend Amount means a dividend equal to 13% of the Issue Price in respect of each Preference Share which shall accrue from day to day during the Dividend Period;

Dividend Payment Date means that date nominated by the Board for the payment of the Dividend for the preceding Dividend Period which is within a reasonable period following the end of the Dividend Period (or such other date agreed between the Company and the Preference Shares Holder);

Dividend Period means the annual period ending 30 June in each year (or such other date being the last day of the Companys financial year) or if the Issue Date falls during an annual period then that period commencing on the Issue Date and ending on the following 30 June (or such other date being the last day of the Companys financial year);

Final Redemption Date means 6 May 2002;

Issue Date means the date upon which the Preference Shares are to be allotted and issued by the Company in accordance with the Boards Resolution referred to in clause 2 in this Schedule 1;

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

Preference Shares means the redeemable cumulative preference shares of One Dollar ($1.00) each in the capital of the Company allotted and issued by the Company upon the terms and with the rights set out in this Schedule 1 and otherwise in accordance with the Boards Resolution referred to in clause 2 in this Schedule 1;

Preference Shares Holder means the owner of the Preference Shares;

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

Redemption Date means the date upon which the Preference Shares Holder or the Company is obliged to redeem the Preference Shares in accordance with the terms contained in this Schedule 1;

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

2. ISSUE OF PREFERENCE SHARES

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

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

2.3 Preference Shares may only be allotted and issued by the Company to one person and may not be transferred, encumbered or otherwise disposed of (except by redemption or transfer to the A Class Member) by the Preference Shares Holder prior to the Redemption Date.

3. DIVIDEND

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

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

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

3.4 If at any time the Company is unable to pay in full the Dividend in respect of the Preference Shares then the payment of the 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 as representative of the interests of the Preference Shares Holder;

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

4.2 The appointment of the Director (and the removal of any Director) in accordance with the provisions of clause 4.1 of this Schedule 1 will be effective from the date that the written notice is received by the Company.

4.3 In this schedule 1 and in the Articles, Preference Shares Director means the Director appointed in accordance with Clause 4 of 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 of a return of capital and in payment of arrears of any Dividend rank in priority to the rights in that respect of any and all other classes of shares in the capital of the Company.

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

6. ISSUE OF OTHER SHARES

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

7. ENTITLEMENT TO REPORTS AND ATTEND GENERAL MEETINGS

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

8. VOTING RIGHTS

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

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

(i) reducing the capital of the Company;

(ii) winding up the Company; or

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

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

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

8.2 In the event that the Preference Shares Holder is entitled to vote at a meeting then on a show of hands at any such meeting the Preference Shares Holder will have one vote in respect of the Preference Shares and on a poll at any such meeting the Preference Shares Holder will have one vote in respect of each Preference Share.

9. RIGHT TO REDEEM PREFERENCE SHARES

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

The Company may at any time during the Redemption Period give written notice to the Preference Shares Holder that it will redeem all the Preference Shares held by the Preference Shares Holder and in accordance with such written notice the Company will redeem the Preference Shares by paying to the Preference Shares Holder the Redemption Amount in cash or by bank cheque or in such other form that the Preference Shares Holder may agree to in writing on that day three (3) calendar months following the date on which such written notice is received by the Preference Shares Holder.

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

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

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

- With respect to entitlement to a dividend, what is the ranking among the A class shares, the B class shares and the Preference Shares (as defined in Schedule 1)?

- Would you describe the Preference Shares as participating?