Fletcher Forests Letter To Shareholders
Dear Shareholder
Fletcher Challenge Forests sent to you on or around 22 July 2002 a notice of special meeting and explanatory memorandum
(the Notice) for the special meeting to be held on 13 August 2002 to consider the acquisition of the assets of the
Central North Island Forest Partnership (CNIFP) and related transactions.
The Notice states that I am a director of The National Bank of New Zealand Limited. In the interests of full disclosure,
I felt it was important that shareholders are made fully aware of the scope of The National Bank of New Zealand
Limited’s involvement.
The Notice explains that The National Bank of New Zealand Limited will participate in the new debt funding arrangements
proposed to fund the CNIFP acquisition. Those debt arrangements were arranged at an arm’s length and on normal
commercial terms. The National Bank of New Zealand Limited is also involved as one of the senior secured lenders to the
CNIFP partners and the sale proceeds for the assets of the CNIFP will be utilised by the receivers of the CNIFP partners
to repay the CNIFP’s senior secured indebtedness. The National Bank of New Zealand Limited holds less than 10% of the
CNIFP’s senior secured debt.
Shareholder approval for the CNIFP acquisition and related transactions is being sought, including approval as a related
party transaction as a result of the involvement of The National Bank of New Zealand Limited. I have clari.ed that
involvement in this letter. The shareholder approvals being sought are as set out in the Notice.
The non-interested directors, which exclude myself, Luke Moriarty and Michael Andrews, have reaffirmed their approval of
the CNIFP acquisition and related transactions and the recommendation of the Board to approve those transactions as set
out in the Notice. I look forward to discussing the CNIFP acquisition further with you at the special meeting.
Yours faithfully,
Sir Dryden Spring
Chairman 26 July 2002