Notice of Meeting

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16 September 2020

Dear Shareholder


Please find enclosed notice of the 2020 Cooks Global Foods Limited (the Company) AGM which will
be held on Wednesday, 30 September 2020 starting at 2:00 pm via the virtual meeting platform using
the following link:

https://us02web.zoom.us/j/2944226481?pwd=YWVhR1d0TkdMakNjeXJkaXZEK3hRdz09
Meeting ID: 294 422 6481
Passcode: 403108

At the AGM I will comment on the performance of the Company for the financial year ended 31 March
2020. The presentation to shareholders will be available on the NZX and the Company’s websites.

The enclosed shareholder voting form has detailed instructions on how shareholders may lodge their
vote, or appoint a proxy to vote on their behalf if they are unable to attend.

Shareholders will be able to vote at the meeting using the Zoom private message functionality by
sending their vote on each resolution along with their CSN number as directed by the chairman.

Shareholders may submit specific questions to the Board, in advance of the AGM, by emailing me at
keith.jackson@cooksglobalfoods.com.

I look forward to seeing you then.

Yours faithfully





Keith Jackson
Executive Chairman

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NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2020 annual meeting of shareholders of Cooks Global Foods Limited
(the Company) will be held on Wednesday, 30 September 2020 starting at 2:00 pm via the virtual
meeting platform using the following link:

https://us02web.zoom.us/j/2944226481?pwd=YWVhR1d0TkdMakNjeXJkaXZEK3hRdz09
Meeting ID: 294 422 6481
Passcode: 403108

Agenda
A. The Chairman’s introduction.
B. Presentation to shareholders.
C. Shareholder discussion.
D. Resolutions.
Resolutions
To consider and, if thought fit, to pass the following Ordinary Resolutions:
1 Re-election of Michael George Rae Hutcheson: that Michael George Rae Hutcheson, who
retires in accordance with NZX Listing Rule 2.7.1, and being eligible for re-election, be re-
elected as a director of the Company.
2 Auditors: that the Board is authorised to fix the auditor’s remuneration.
3 Ratification of Placements: that, in accordance with rule 4.5.1(c), the issue of 101,853,882
equity securities by the Company during the past 12 months is ratified.
Other Business
To consider any other matter that may properly be brought before the meeting.
Proxies

Any shareholder of the Company who is entitled to attend and vote at the meeting may appoint a proxy
to attend and vote on their behalf. A corporation which is a shareholder may appoint a representative to
attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not need
to be a shareholder of the Company. The Chairman of the meeting can be appointed as a proxy. Where
the Chairman is appointed as a discretionary proxy, he intends to vote in favour of all Resolutions.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by mail,
fax or email to the share registrar of the Company:
By delivery:
Cooks Global Foods Limited
C/- Link Market Services Limited
Level 11, Deloitte House
80 Queen Street
Auckland 1010
By mail:
Cooks Global Foods Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
By Fax: +64 9 375 5990
By Email: meetings@linkmarketservices.co.nz (please put “Cooks Proxy Form” as the
subject of the email for easy identification)

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Alternatively, to appoint your proxy and vote online please go to the Link Market Services website at
https://investorcentre.linkmarketservices.co.nz/voting/CGF and follow the instructions. You will be
required to enter your holder number and FIN for security purposes. A shareholder will be taken to have
signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received no later than 48 hours before the meeting, being 2:00 pm
on Monday, 28 September 2020. Online proxy appointments must also be completed by this time.
Registered shareholders at that time will be the only persons entitled to vote at the meeting and only the
shares registered in those holders’ names at that time may be voted at the meeting.
Ordinary Resolutions

Resolutions 1, 2 and 3 are ordinary resolutions. An ordinary resolution is a resolution passed by a
simple majority of votes of those shareholders entitled to vote and are voting on the resolutions in
person or by proxy.
Voting Restrictions
In respect of Resolution 3, those persons who have been issued or have acquired securities that are the
subject of ratification under Resolution 3 and their associated persons are disqualified from voting in
favour of Resolution 3 for any shares in the Company that they hold.
The Company will disregard any votes in favour of Resolution 3 (as applicable) by such persons. Any
discretionary proxies given to persons disqualified from voting under the requirements set out above will
not be valid. Proxies that give express voting instructions to such persons will however be accepted.
NZX Non-objection
NZX Limited has issued a written confirmation to the Company that it does not object to the circulation
of this Notice of Meeting.

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EXPLANATORY NOTES

Resolution 1: Re-election of Michael George Rae Hutcheson
Michael George Rae Hutcheson, retires due to having held office for three years and, being eligible,
offers himself for re-election as Director. The Board considers Mr Hutcheson to be an Independent
Director.
Mr Hutcheson co-founded leading advertising agencies Colenso BBDO and Hutcheson Knowles
Marinkovich and culminated his advertising career as Managing Director of Saatchi and Saatchi. He
was also previously a director of a family building company and in the early 1980s set up Replica
Homes, with franchises throughout New Zealand.
In 2003 Mr Hutcheson launched The Lighthouse Ideas Company and in 2008 he and his partners
undertook a management buyout of the Image Centre Group who are publishers, printers and digital
online communications specialists. Mr Hutcheson has written four books and has been a regular
television guest and commentator. He currently writes an innovation column for Idealog magazine, one
of the magazines in his company’s portfolio. In 2012 he was named Business Columnist of the Year in
the Magazine Publisher’s Awards.
The Board unanimously recommends that shareholders vote in favour of Mr Hutcheson’s re-election as
Director.
Resolution 2: Auditors
William Buck is automatically reappointed as auditor under section 207T of the Companies Act 1993.
This resolution authorises the Board to fix the fees and expenses of the auditor.
Resolution 3: Ratification of Placements
Listing Rule 4.1.2
Listing Rule 4.1.2 (the Placement Rule) allows a company to issue equity securities without
shareholder approval provided that the number of equity securities issued is not more than 15% of the
equity securities of that class already on issue in the company (and calculated over a rolling twelve
month period). The Company’s ordinary shares are equity securities under the Listing Rules and are
relevant for calculating the limit applying to the Company under the Placement Rule.
Before issuing any securities under the Placement Rule, the Board of a listed issuer must resolve and
certify that the relevant issue is for consideration and on terms that are fair and reasonable to the
company and to all existing shareholders.
On 19 March 2020 NZX issued a Class Ruling and Waiver in relation to section 4 of the Listing Rules
which permitted the Company to issue shares representing up to 25% of the total number of shares on
issue in any 12 month period without the prior approval of the Company’s shareholders (NZX Waiver).
The key benefit of the Placement Rule is that it allows listed issuers to act quickly to place equity
securities if a suitable opportunity arises. Calling a shareholder meeting to authorise an issue of equity
securities can take up to five weeks. Accordingly, with the Company being in a growth phase, having
maximum flexibility to utilise the Placement Rule is considered important.
Use of the Placement Rule
On 19 June 2020 the Company completed its acquisition of Triple Two Coffee Holdings Limited (Triple
Two). As part of the purchase price to acquire Triple Two the Company issued 101,853,882 shares at
an issue price of $0.0655 per share, the issue occurred under the Placement Rule and in reliance on
the NZX Waiver (the Triple Two Placement).
The Triple Two Placement gave the Company the ability to acquire one of the most highly recruited
franchises in the United Kingdom and expand the Company’s market share without imposing an
immediate cash burden on the Company.

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Why Ratification is Sought
At the date of this notice of meeting the Company has limited residual capacity to issue equity securities
under the Placement Rule. If Resolution 3 is passed the Company will then have the capacity to issue
approximately 94 million equity securities under the Placement Rule, being 15% of the total shares on
issue.
Ratification is being sought to provide the Company with maximum flexibility to utilise the Placement
Rule should new capital raising or strategic acquisition opportunities arise that, in the opinion of the
directors, in respect of terms and price are in the best interests of the company and fair and reasonable
to all existing shareholders.
Dilution Effect on Shareholders through Issues made under the Placement Rule
A resulting effect on each shareholder from issues made by the Company under the Placement Rule
may be a dilution in their percentage shareholding in the Company. This dilution occurs immediately
when shares are issued (or other forms of equity securities are converted into shares). However, such
dilution does not take into account the increased prospects of the Company by having further capital.
The availability of capital to the Company, in light of the growth and development stage that the
Company is in, is critical.
There will be no dilution effect on shareholders if Resolution 3 is passed, unless the Company then
issues further shares under the Placement Rule. At this stage the Company has no current plans,
contracts or commitments to issue shares, but is seeking ratification to ensure it has maximum flexibility
if an opportunity arises which would benefit the Company.

Consequences if Resolution 3 is not Passed

If Resolution 3 is not passed the Company will have no capacity to issue shares under the Placement
Rule until after 12 months have elapsed since the Triple Two Placement (being June 2021). The Triple
Two Placement shares will remain on issue, but the Company would not have the ability to utilise the
Placement Rule and would need to seek shareholder approval for any new equity security issue.

Resolution 3 has the unanimous support of the Board of the Company

The directors of the Company unanimously recommend approval of Resolution 3.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/CGF

Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com


PROXY FORM/ADMISSION CARD COOKS GLOBAL FOODS LIMITED ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Cooks Global Foods Limited (the Company) will be held on Wednesday, 30 September 2020
at 2:00pm via the virtual meeting platform using the following link:

https://us02web.zoom.us/j/2944226481?pwd=YWVhR1d0TkdMakNjeXJkaXZEK3hRdz09
Meeting ID: 294 422 6481
Passcode: 403108

For reasons associated with the COVID-19 pandemic, we will be holding the meeting online only. We apologise for this, but due to the
changing nature of Alert level restrictions and potential risks to the health of meeting attendees we believe this is in everyone’s best
interests.

Shareholders will be able to vote at the meeting using the Zoom private message functionality by sending their vote on each resolution
along with their CSN number as directed by the chairman.

Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement
instructions above) to be received by Link Market Services (the share registry), no later than 2:00pm Monday, 28 September 2020.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/CGF or by scanning the QR code above with your smartphone. Your proxy need
not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the
relevant space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of
business. If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit
or abstain from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder
with voting instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for
the purpose of that form, but only to vote to the extent of the voting instructions provided.

Appointing the Chairman of the Meeting as your proxy
The Chairman of the meeting can be appointed as a proxy. Where the Chairman is appointed as a discretionary proxy, he intends to
vote in favour of all Resolutions.

Voting Restrictions
In respect of Resolution 3, those persons who have been issued or have acquired securities that are the subject of ratification under
Resolution 3 and their associated persons are disqualified from voting in favour of Resolution 3 for any shares in the Company that they
hold.

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The Company will disregard any votes in favour of Resolution 3 (as applicable) by such persons. Any discretionary proxies given to
persons disqualified from voting under the requirements set out above will not be valid. Proxies that give express voting instructions to
such persons will however be accepted.

Attending the Meeting
The 2020 Annual Meeting will be held online only and shareholders can attend at:

https://us02web.zoom.us/j/2944226481?pwd=YWVhR1d0TkdMakNjeXJkaXZEK3hRdz09
Meeting ID: 294 422 6481
Passcode: 403108

You will require your CSN/Holder Number for verification purposes.

A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder.


Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not
previously provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy
Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).

Go online to https://investorcentre.linkmarketservices.co.nz/voting/CGF to appoint your proxy

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PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Cooks Global Foods Limited:


hereby appoint _____________________________________________of________________________________________________
(Full Name) (E-mail address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (E-mail address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 2:00pm on Wednesday, 30
September 2020 and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution please tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote
on your behalf during a poll and your votes will not be counted computing the required majority, for that item. If no box is ticked for an
item, your proxy will vote as he or she sees fit or may abstain from voting.

To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
1.
That Michael George Rae Hutcheson, who retires in accordance with
NZX Listing Rule 2.7.1, and being eligible for re-election, be re-elected
as a director of the Company.
   
2.
That the Board is authorised to fix the auditor’s remuneration.
   
3.
That, in accordance with rule 4.5.1(c), the issue of 101,853,882 equity
securities by the Company during the past 12 months is ratified.
   

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot
attend but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/CGF and completing the online validation process or complete the question
section below and return to Link Market Services. Questions will need to be submitted by 2:00pm Monday, 28 September 2020. The
Board will address and answer questions during the meeting.



STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed


STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Signed this_______________________________________________day_______________________________________________2020

Signature _______________________________________________________________________________________________________


Contact Name: Daytime contact number:

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below.
Question: