GENERAL: SAT: NZX Waiver - Summary of Material Terms

25 Mar 2010 11:43 am

SAT 25/03/2010 GENERAL

REL: 1143 HRS Satara Co-operative Group (NS)

GENERAL: SAT: NZX Waiver - Summary of Material Terms

NZX Waiver - Summary of Material Terms

25th March 2010

Satara Co-operative Group Limited ("SAT") has been granted a waiver from NZAX Listing Rule 9.1.1 in relation to the 2010 Supply Agreement entered into by its wholly owned subsidiary, Satara Kiwifruit Supplies Limited ("SKSL") as a Registered Supplier with Zespri Group Limited ("ZGL"), ("ZGL Contract"). A copy of the Waiver has been released to the market.

As a condition of the Waiver, NZX has required that SAT disclose to the market the material terms of the ZGL Contract. With the exception of a number of formatting/cosmetic changes, the ZGL Contract is substantially similar to the 2009 ZGL Contract, the material terms of which were disclosed to the market in 2009. The material terms of the ZGL Contract are set out in the following paragraphs.

1. SKSL is one of 15 Registered Suppliers entering into an annual supply agreement with ZGL. The ZGL Contract is in the same form for all Registered Suppliers and is not specific to SKSL.

2. The ZGL Contract governs the supply of Class I kiwifruit to ZGL during the season (1 April 2010 to 31 March 2011) and the provision of services such as logistics from a Registered Supplier to ZGL.

3. The ZGL Contract provides that SKSL is required to supply all Class I kiwifruit it has for supply to ZGL; and does not impose any minimum supply obligations.

4. Where SKSL acts as an agent for its growers in respect of the supply of that grower's kiwifruit to ZGL, "back to back" equivalent obligations to those in the ZGL Contract are incorporated into the grower agreements.

5. SKSL's supply obligations apply up to the point the kiwifruit is delivered to ZGL at which time title passes to ZGL.

6. SKSL must ensure that all kiwifruit supplied is free of all security interests and satisfies ZGL's supply specifications (which deal with quality, reporting requirements and pricing), timing requirements and supply caps (volume limits determined by fruit group and taste band).

7. ZGL arranges marine cargo insurance cover (subject to a deductible of $1m plus GST) for kiwifruit and packaging from the point of harvest until title passes to ZGL.

8. The ZGL Contract does not fix the price payable to SKSL for kiwifruit supplied. Rather, ZGL, before 31 May 2011, fixes the price in New Zealand dollars for each tray equivalent of kiwifruit supplied to ZGL for the different pools (ZESPRI Green, ZESPRI Green Organic, and ZESPRI Gold).

9. Payment for fruit is made to SKSL which then distributes such payments to growers. Where SKSL has supplied fruit as agent for a grower, fruit returns are not owned by SKSL but are simply passed through to the grower after the deduction of costs due to SAT for services rendered.

For further information please contact:

Wes Anderson-Smith Chief Executive Officer Satara Co-operative Group Ltd 027 242 3616 End CA:00192931 For:SAT Type:GENERAL Time:2010-03-25:11:43:34

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