Annual Meeting Presentation

ANNUAL
SHAREHOLDERS’
MEETING
27
TH
SEPTEMBER 2018
NZX Offices, Auckland

IMPORTANT NOTE AND DISCLAIMER
No information contained herein has been independently audited or
reviewed by any independent third party.
This presentation may contain forward looking statements and
forecasts. All statements contained in this presentation that are
not clearly historical in nature or that necessarily depend on future
events are forward-looking, and the words “forecast”, “anticipate”,
“believe”, “expect”, “potential”, “opportunity”, “estimate”, “plan”, and
similar expressions are generally intended to identify forward-looking
statements. Forward-looking statements are subject to various risks
and uncertainties.
Nothing in this presentation is a promise or representation as
to the future. Statements, estimates, projections and forecasts in
this presentation as to future matters may prove to be incorrect,
and the recipient is cautioned not to place undue reliance on forward
looking statements. Recipients should conduct their own investigations,
verifications and assessments of the merits of the opportunity, identify
the information that they require and engage their own professional
advisers.
Circumstances may change and the contents of this presentation may
become outdated as a result. Cooks undertakes no obligation to update
forward looking statements if circumstances or estimates or opinions
should change (except as required by applicable securities law).
Except insofar as liability under any law cannot be excluded, neither
Cooks nor any of Cooks’ directors, employees, shareholders, subsidiaries,
agents, advisers, or any other person who makes any representation or
warranty shall have no responsibility or liability arising in respect of
any information contained in this presentation for errors or omissions
or failure to correct or update any information in the presentation
(including responsibility to any person by reason of negligence).
1

AGENDA
Executive
Chairman’s
Introduction
Mojo Café Cartel
Proposed Acquisition
Business of the
Annual Shareholders
Meeting
Shareholder Discussion
Other Business
Resolutions
Re-election of Directors
Auditor’s Remuneration
2

101
STORES
1

NUMBERS
Store numbers continue increase
from 98 stores in March 2017,
driving higher royalty and
franchise sales income.
Supply businesses make progress with Grounded
growing strongly and Crux expanding trade with
China.
Esquires establishes a presence
in Mainland Europe, Pakistan and
Jordan
Conditional agreement to acquire
Mojo Café Cartel
MILLION
$43
Esquires total store network
sales
2
in FY18 up 8.7% from
FY17.
MILLION
$6
.8
UP
UP
UP
FY18 revenue rises 26% from
continuing operations.
1
Based on Cooks’ store numbers as of 24 August 2018.
2
Total store network sales are the aggregate of sales of all Esquires branded coffee stores, whether franchised or owned, across the company’s global brand network. Cooks derives income from its franchised stores from
franchise related fees, primarily related to these sales levels as well as store sales for those stores directly owned by the company. Total network store sales, therefore, have a correlation to the portion of revenue earned
by Cooks Global Foods relating to recurring franchise fees. However, they are not and should not be confused with the revenue of Cooks Global Foods which is reported in its financial statements as the two do not directly
correlate.
EXECUTIVE CHAIRMAN’S INTRODUCTION
HIGHLIGHTS
3

The recent restructuring of Cooks’ China operations and increased store numbers have significantly improved Cooks’
profitability outlook. Continued store growth and new region master franchises are expected in FY19.
UK & Ireland contribute 72%
1
of Cooks’ sales and have
grown strongly from new store growth and the ongoing
rebranding and store refurbishment.
Significant contributors to recent earnings variability are as follows:
China revenue has fallen but this is largely due to the
closure of stores as the region is restructured under the
new agreement with local partners.
Cost of Sales are broadly in line with movements in
revenue.
OPEX costs have reduced significantly (admin,
selling & distribution, management, travel) following
management’s focus on right-sizing the business.
Net loss before tax from continuing operations narrows to
$1.6 million from $3.6 million in the year earlier.
1
Actual sales in NZ$ for Q1 of FY19 = 71.87%.
2
Includes Progressive Processors and Esquires China. From 1 October 2017, Esquires China is treated as an associate and equity accounted. Cooks’ share of losses from Esquires China investment is included in the
net loss (from continuing operations) in FY18.
COOKS’ FY2018 PERFORMANCE
No Discontinued Operations in FY19.
Continuing Operations
Discontinued Operations
4

Cooks Global Foods has a conditional agreement
to acquire 100% of the shares in Mojo Coffee Cartel
(Mojo), New Zealand’s largest CBD office orientated
café network.
The transaction is subject to funding and
other conditions.
Post transaction Cooks plans to migrate to
the NZX Main Board.
1
Subject to adjustments for net debt and movements in working capital.
Transaction values Mojo at NZ$19.3m
1
Settlement expected by 31 October 2018.
- Implies ~6.4x FY18 normalised EBITDA2 for the NZ
operations (excluding $2.0m attributed to Mojo US).
- Cooks will pay $14.0m and assume debt in Mojo of up to
NZ$5.3m.
To fund the transaction and strengthen its balance
sheet, Cooks is seeking to raise NZ$20.5m.
PLANNED ACQUISITION OF MOJO
5

26
MIDDLE EAST
17
EUROPE
CANADA
GREAT BRITAIN
37
ASIA
CHINA
USA
JAPAN
NEW ZEALAND
3
16
4
36
1
2
2
Esquires Coffee
Mojo Coffee / Superfino
Combined network café sales of $70m.
Global footprint of 144 branded stores
1
in 16
countries
2
.
Targeting 158 stores by the end of FY19.
Serving 7.2 million customers each year
3
.
35,300
4
equivalent cups of coffee sold each
day by Mojo and Cooks’ combined wholesale
division.
Establishes a beachhead for US growth,
complementing the growth in Cooks’ existing
Esquires network.
Post transaction, Mojo’s co-founders intend
to contribute additional capital alongside
Cooks to fund the rollout of further cafes in
Chicago.
1
Based on Cooks and Mojo’s store numbers as at 24 September 2018.
2
Of the Esquires stores, two are owned (UK) and the rest franchised; of the Mojo (and Superfino) stores six are licenced (China and Japan), and the rest are owned.
3
Based on number of transactions reported by Cooks in FY18 and Mojo NZ customer numbers for FY18.
4
Estimate based on 1 kilogram of roasted coffee being equivalent to 45 standard cups of coffee. A combined 204,000 kilograms of roasted coffee was sold in FY18 by Mojo (134,000 kgs) and Cooks (70,000 kgs), which
equates to 9.18m cups of coffee or 35,307 per day (based on a 5 day trading week). Cooks’ 70,000 kgs includes coffee & tea sold by Cooks’ branded products through Esquires network and independent retailers (including
NZ supermarkets).
COMBINED BUSINESS PROFILE
6

Mojo is an independent coffee roaster and
one of the largest café operators in New Zealand. It
was founded in 2003 by Steve and Julie Gianoutsos and
has recently expanded into the US with a café, roastery
& pantry.
36
23,200
$26
.6
$2
.8
7
INTERNATIONAL
CAFES
3
CAFES
MILLION
CUPS
MILLION
Mojo has the #1 market position in
CBD office cafes in NZ.
1
Of coffee sold each day by Mojo’s
wholesale division.
2
Positioned to expand internationally.FY18 New Zealand EBITDA.
Steve and Julie Gianoutsos infront of Mojo
Coffee’s 200 South Wacker cafe in Chicago.
Revenue generated in FY18.
1
Based on Mojo store numbers as of 24 August 2018 in NZ.
2
Estimate based on 1 kilogram of roasted coffee being equivalent to 45 cups of coffee. 134,000 kgs of coffee was sold in FY18 which equates to 6.03m cups of coffee or 23,192 per day (based on a 5 day trading week).
Includes coffee sold to Mojo cafes.
3
Cafe in the US and six cafes that have a licence to use the Mojo brand in Japan and China.
MOJO SNAPSHOT
7

On a pro forma basis, the combined Cooks and Mojo group would have delivered EBITDA of $1.0m in FY18, with $2.0m
forecast for FY19.
1
Represents revenue or EBITDA of Mojo and Cooks from continuing operations. See Appendix 1 for forecast assumptions. Pro forma financial information has been prepared in order to give investors an indication of the trading position of
the combined group as if the acquisition had occurred at the start of FY17.
2
Normalised EBITDA is a non-GAAP profit measure. For a full reconciliation between non-GAAP and GAAP profit measures refer to Non-GAAP Financial Information in Appendices.
COOKS AND MOJO FINANCIAL SUMMARY
PRO FORMA COMBINED EARNINGS
1
Pro forma FY18 Revenue by Type
6.9%
11.3%
16.2%
65.8%
Royalties, Marketing &
Franchise fees
Wholesale sales
Retail Sales
Other income
Pro forma Revenue
1
(NZ$m)
$36.0
$35.0
$34.0
$33.0
$32.0
$31.0
$30.0
$29.0
$28.0
$27.0
$26.0
FY17AFY18AFY19F
1
$35.2
$33.2
$29.5
Pro forma EBITDA
1,2
(NZ$m)
FY17AFY18AFY19F
1
$2.0
$1.0
$0.5
$2.5
$2.0
$1.5
$1.0
$0.5
$-
Pro Forma Number of Stores
FY17AFY18AFY19F
1
33
98
3
134
136
36
93
7
9
158
37
112
180
160
140
120
100
80
60
40
20
-
CGFMojo NZMojo International
8

1
Represents the estimated $9.2m of goodwill from the acquisition of Mojo and $2.0m cash to fund US growth.
2
$1.3m ($2.3m as of August 2018) of related party loan from Nikau Trust (interests of Keith Jackson) converted to equity in
partial satisfaction of CIHL’s underwriting obligations and $0.9m of other borrowings refinanced with proceeds from offer.
3
Represents new equity capital raising, CIHL underwrite proceeds (including conversion of Nikau Trust loan), Cooks’
shares issued to Mojo vendors less transaction costs estimated at NZ$1.2m.
• Pro forma total assets of approximately $34m of which $9m is goodwill arising from the transaction.
• Post transaction, Cooks will have <$1m in borrowings but approximately NZ$5.3m within Mojo.
• Mojo’s senior bank debt to FY19F Pro forma EBITDA will be approximately 2.8x (including US losses).
• The combined group is forecasting approximately NZ$2.1m of capex for FY19F
1
.
• Historically, the majority of Mojo capex has been related to opening new stores.
• Cooks has a lower capex profile because of its franchise model. Cooks does provide contributions to
store refurbishment where they control the lease.
1
See Appendices for forecast assumption.
BALANCE SHEET AND CAPITAL EXPENDITURE
Cooks and Mojo Capital Expenditure ($’000)
FY16A
$2,910
$1,112
FY17A
$2,005
$833
FY18A
$1,981
$310
CooksMojo
$4,500
$4,000
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$-
9

• The purchase of Mojo involves assuming up to NZ$5.3 million drawn debt while Cooks is also intending to refinance NZ$1.2 million
of existing bank borrowings from ANZ as part of the transaction. Cooks total funding sought is approximately NZ$20.5 million.
• Cooks is seeking the balance of up to NZ$14.0 million to be raised with the exact terms and structure yet to be confirmed while
Cooks’ undertakes market testing.
• NZ$4.3 million of new equity is intended to be raised through the balance of shares underwritten by Cooks Investment Holdings
Limited (interests associated with Keith Jackson) at $0.0775.
• The Mojo acquisition is conditional on at least NZ$2.2m of new Cooks shares being issued to the majority of the vendors of Mojo,
including Steven Gianoutsos.
• Cooks now intends to update shareholders of the proposed equity capital raising terms early next month.
1
Cooks is yet to confirm the structure and pricing terms for any equity capital raising. The proposed capital sources are intended for illustrative purposes only until Cooks finalises any capital raising terms following market
testing with investors.
CAPITAL SOURCES AND USES
Cooks is intending to fund the acquisition of Mojo through a mixture of
bank borrowings (existing borrowings of Mojo), Cooks’ shares issued to the Mojo
vendors and the balance from equity from new and existing shareholders.
10

Cooks delivered a strong 2018 financial year with Esquires opening in new
territories and growing sales
On a stand-alone basis Cooks is forecasting transition to generating
positive EBITDA in the current financial year
The proposed acquisition of Mojo will transform Cooks giving the combined
company:
- A global footprint of 144 branded stores in 16 countries and targeting
158 stores by the end of FY19
- A presence in New Z
ealand, a beach head in the US and positive

EBITDA for FY19
The acquisition will trigger a mo
ve to the NZX main board
Transaction conditional on capital raising
Cooks is well positioned and will be a stronger company with Mojo
SUMMARY
11

QUESTIONS
12

RESOLUTIONS
RE-ELECTION
ZHE HUI
RE-ELECTION
KEITH JACKSON
AUDITORS
REMUNERATION
WITHDRAWN
13

RE-ELECTION OF KEITH JACKSON
“That Graeme Keith Jackson, who retires by rotation in accordance with the
Company’s constitution and NZAX Listing Rule 3.2.6, and being eligible for
re-election, be re-elected as a director of the Company.”
PROXIESFORAGAINSTDISCRETIONARY
VOTES
10,521,626 NIL451,461
0%4.11%
PERCENTAGE
95.89%
RESOLUTION ONE
14

RE-ELECTION OF ZHE HUI
“That Zhe Hui who retires by rotation in accordance with the Company’s
constitution and NZAX Listing Rule 3.2.6, and being eligible for re-election, be re-
elected as a director of the Company.”
Subsequent to CGF releasing the Notice of Annual Meeting on 13 September 2018, Zhe Hui advised that he
will be retiring from the Board. Yunnan Metropolitan Construction Investment Group Limited (YMCI) will
offer to the CGF Board a new candidate for consideration in due course.
RESOLUTION TWO
RESOLUTION WITHDRAWN
15

AUDITOR’S REMUNERATION
“That the Board is authorised to fix the auditor’s remuneration.”
PROXIESFORAGAINSTDISCRETIONARY
VOTES
10,521,626 NIL451,461
0% 4.11%
PERCENTAGE
95.89%
RESOLUTION THREE
16

OTHER BUSINESS
17

MEETING CLOSED
18

COMPANY NUMBER
INVESTORS
BANKERSSHARE REGISTRY
EMAILDIRECTORSSOLICITORSAUDITORS
REGISTERED
OFFICE
POSTAL ADDRESSTELEPHONEYEAR OF
INCORPORATION
2089337
+64 21 702 509
ANZ BANK,
AUCKLAND
LINK MARKET
SERVICES LIMITED
LEVEL 11,
DELOITTE CENTRE
80 QUEEN STREET
AUCKLAND 1010
TEL: +64 9 375 5998
EMAIL:
ENQUIRIES@
LINKMARKETSERVICES.
CO.NZ
FAX: +64 9 375 5990
POSTAL ADDRESS:
P.O. BOX 91976
AUCKLAND 1142
INFO@
COOKSGLOBALFOODS.
COM
KEITH JACKSON
PEIHUAN WANG
HUI ZHE
MICHAEL HUTCHESON
ANDREW KERSLAKE
DUNCAN COTTERILLBDO
AUCKLAND
LEVEL 5,
3 CITY ROAD
AUCKLAND 1010
P.O. BOX 6570
WELLESLEY STREET
AUCKLAND
+64 9 304 0567
2008
FOR FURTHER INFORMATION
19

Cooks’ Board believes
that the forecast finan-
cial information set out
in this presentation has
been prepared with due
care and attention, and
considers that the un-
derlying assumptions,
when taken as a whole,
are reasonable at the
time of preparation.
Key FY19 Cooks Forecast Assump-
tions
1. Cooks having 112 Esquires Coffee
stores by the end of March 2019 relative
to 93 as of 31 March 2018 and 101 at the
end of August 2018.
2. Cooks establishing one master fran-
chise in a new country territory and one
new regional franchise in the UK contrib-
uting to an overall total of NZ$1.9 million
of master franchise fees in FY19 (along
with the anticipated franchise fees from
opening a net 19 stores over the course
of FY19) relative to $1.4 million in FY18.
3. 12.5% growth in overall network sales
(including from new stores) driving in-
creased royalty and marketing income
of $2.8 million in FY19 relative to $2.3
million in FY18.
4. Product and merchandise sales vol-
umes consistent with the expected in-
crease in overall expected network sales
at pricing levels consistent with FY18.
5. Raw materials and consumable (costs
of goods sold) per unit / volume consis-
tent with costs in FY18 (i.e. no material
increase in costs).
6. Employee costs and other expenses
in-line with total expenses in FY18 after
adjusting for the expected increase in
stores numbers.
Basis of Preparation
The financial information has been based on information extracted from au-
dited financial statements of Cooks and un-audited and audited financial
statements of Mojo and other supplementary information including manage-
ment accounts and forecast financial information.
APPENDIX 1.
BASIS OF PREPARATION & FORECAST ASSUMPTIONS
20

Cooks’ Board considers that the above assumptions are the specific underlying
assumptions material to formulating the forecast financial information set out in
this presentation. This presentation does not set out the generic risk factors that
affect any company. Recipients should consider these matters when evaluating the
opportunity.
Key FY19 Mojo Forecast Assumptions and Transaction Assumptions
1. Mojo opening 4 new stores by 31 March 2019. One store has been opened as at 31 August 2018.
2. The average transaction values to increase by 2.5% compared to FY18 (adjusted for new stores).
3. No significant increase in occupancy, employment and other administration costs relative to FY18.
4. Satisfaction of all settlement conditions for the acquisition of Mojo. The forecasts have been prepared as if Mojo had been acquired on
1 April 2018. While settlement is not anticipated to occur until 31 October 2018, this is to illustrate the full year impact of the acquisition
of Mojo.
5. Benefits from cost savings and synergies have not been factored into the pro forma forecast information.
APPENDIX 1. (cont’d)
BASIS OF PREPARATION & FORECAST ASSUMPTIONS
21

Cooks Global Foods Limited (Cooks) standard profit measure prepared under New Zealand GAAP is net profit before tax. Cooks has
used a non-GAAP profit measure of earnings (or losses) before interest, tax, depreciation and amortisation, impairment of intangible
assets, acquisition and capital related costs, share based acquisition payments and foreign exchange gains and losses (normalised
EBITDA), when discussing financial performance in this investor presentation. The directors and management believe this measure
provides useful information as it is used internally to evaluate performance of business units, to establish operational goals and to
allocate resources.
Non-GAAP profit measures are not prepared in accordance with NZ IFRS (New Zealand International Financial Reporting Standards)
and are not uniformly defined, therefore the non-GAAP profit measures reported in this investor presentation may not be comparable
with those that other companies report and should not be viewed in isolation from, or considered as a substitute for, measures reported
by Cooks in accordance with NZ IFRS.
From the review of data relating to Mojo, Cooks believes that the calculation of normalised EBITDA for Mojo has been determined in a
manner consistent with the approach taken above by Cooks.
APPENDIX 2.
NON-GAAP FINANCIAL INFORMATION
22