SPH Notice – Milford Asset Management Limited

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Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the end of the
form.
To The New Zealand Stock Exchange
and
To My Food Bag Group Limited
Date this disclosure made: 05/03/2021
Date on which substantial holding began: 05/03/2021
Substantial product holder(s) giving disclosure
Full name(s): Milford Asset Management Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Milford Asset Management Limited
For this disclosure,—
(a) total number held in class: 15,405,406
(b) total in class: 242,437,524
(c) total percentage held in class: 6.354%
Details of relevant interests
Details for Milford Asset Management Limited
For that relevant interest,—
‐ 2,819,556 (1.163%)- Milford Income Wholesale Fund, (Custodian – NNL
Custodians)
‐ 6,211,198 (2.562%)- Milford Active Growth Wholesale Fund (Custodian - NNL
Custodians)
‐ 6,374,652 (2.629%)- Milford NZ Equities Wholesale Fund (Custodian – NNL
Custodians)
Details of transactions and events giving rise to substantial holding
On-market purchase of 15,405,406 ordinary shares, for total consideration of
$28,500,001.10

Additional information
Address of substantial product holder: Level 28, 48 Shortland Street, Auckland 1140, New
Zealand.
Contact details: Contact details: Zach Kenworthy, Operations Associate, 09 921 4853

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Certification
I, Zach Kenworthy, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

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Instructions
General directions on how to use this form
To use this form,—
• replace the text in [square brackets] with the relevant information or with “not
applicable”; and
• type the information required (it must not be handwritten); and
• remove italicised instructions; and
• attach the relevant agreement documents required by regulation 139 (if any).
You need not set out the disclosure in the same format as this form, but the format you
use must—
• use a font and font size that are easily readable; and
• include the same headings and words that are in this form (other than the italicised
instructions); and
• present the information in the same order as in this form; and
• not be misleading in any way.
If you have a substantial holding in more than 1 class of quoted voting products, you must
make a separate disclosure for each substantial holding.
If you have a substantial holding in 1 class of quoted voting products of a listed issuer and
other relevant interests in less than 5% of another class, you do not need to disclose the
non-substantial holding. Disclosure to the licensed market operator using this form must
be sent (if reasonably possible) by email in the electronic format required by the operator
for dissemination, or otherwise by email in another electronic format, by another electronic
method consented to by the operator, or (if none of these is reasonably possible) by
delivery.
Disclosure to the listed issuer using this form must be sent by email or another electronic
method consented to by the issuer or by delivery.
Specific instructions on disclosure required by form
The date on which substantial holding began is the date of the relevant event for
disclosure in this form, and it may be relevant to subsequent disclosures for this
substantial holding.
Substantial product holder(s) giving disclosure
You may give 1 disclosure for 2 or more substantial product holders if—
• they have a similar or related substantial holding in the same listed issuer; and

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• they are disclosing the same type of event disclosure; and
• they are associates under section 12(1) of the Financial Markets Conduct Act 2013
or connected in the ways set out in section 237(a) to (e) of that Act (and this
association or connection is set out in this form under the heading “Additional
information”); and
• it is clear which information relates to which substantial product holder(s) in the
disclosure, and the disclosure is not confusing in any other way as a consequence.
Summary of substantial holding
Under this heading, state the name(s) of the substantial product holder(s) to which the
summary relates. Separate summaries should be given (repeated within this form or
attached to this form) for each substantial product holder for whom the information differs.
The total number held in class is the total number of quoted voting products, in the
class, in which the named substantial product holder has a relevant interest at the time
that that person began to have the substantial holding.
If the person has a relevant interest in a derivative where the underlying is a quoted voting
product of a listed issuer, the person is treated as having a relevant interest in a number of
those products that is calculated under regulation 132 (and, accordingly, the total
number held in class must include this number of products).
The total in class is the total number of quoted voting products in the class that was most
recently published in a document published by the listed issuer and distributed to holders
of that class or on the licensed market operator’s Internet site (see section 283 of the
Financial Markets Conduct Act 2013), unless you know that number is not correct.
The total percentage held in class is the total number held in class (including any
derivative relevant interests) divided by the total in class multiplied by 100 (rounded to 3
decimal places).
Details of relevant interests
Under this heading, state the name(s) of the substantial product holder(s) to which the
details relate. Separate details should be given (repeated within this form or attached to
this form) for each substantial product holder for whom the information differs.
The disclosure for nature of relevant interest(s) requires you to describe, as at the date
on which the person began to have the substantial holding, the nature of each relevant
interest in the substantial holding, and to—
• state that the relevant interest is “qualified” or “conditional” if there is any
qualification on the substantial product holder’s relevant interest power to exercise,
or control the exercise of, a right to vote, acquire, or dispose of any of the financial
products in the substantial holding; and
• include the details of any trust, arrangement, agreement, or understanding under
which, or by virtue of which, the relevant interest or that qualification arises
(relevant agreement); and

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• if there is a relevant agreement for a relevant interest or qualification, attach to the
disclosure the relevant agreement (if in writing) or (if the relevant agreement is not
in writing) a document setting out its material terms (a relevant agreement
document) unless—
• the exemption for ownership relevant interests under regulation 141 applies;
or
• the investment management contract exemption under regulation 142
applies; or
• the Financial Markets Authority has granted an exemption from
regulation 139.
If you have more than 1 relevant interest in the substantial holding, you must provide the
details for each type of relevant interest (by separately repeating it within the form, or
attaching it to the form, for each relevant interest for which the information differs) and
clearly indicate to which relevant interest the information relates.
The number held in class is the number of quoted voting products, in the class, in which
the named substantial product holder has the described relevant interest.
If the person has a relevant interest in a derivative where the underlying is a quoted voting
product of a listed issuer, the person is treated as having a relevant interest in a number of
those products that is calculated under regulation 132 (and, accordingly, the number held
in class must include this number of products).
The percentage held in class is the number held in class divided by the total in class
multiplied by 100 (rounded to 3 decimal places).
The current registered holder is the person who is the current registered holder of the
financial products to which the relevant interest relates. If this person is not known, state
“unknown”. If there are different registered holders for different parcels of financial
products, clearly indicate which registered holder relates to which financial products.
The registered holder once transfers are registered is the person who will be the
registered holder once all transfers (if any) disclosed in the form are registered. If this
person is not known, state “unknown”. If there are different registered holders for
different parcels of financial products, clearly indicate which registered holder relates to
which financial products.
If the substantial product holder has a relevant interest in a derivative where the
underlying is a quoted voting product of a listed issuer, the details of derivative requires
the following details to be given:
• the notional value of the derivative (if any) (which is the face value or the notional
amount in respect of the derivative as at the date on which the relevant agreement
is entered into) or the notional number of underlying financial products (if any):
• a statement as to whether the derivative is cash-settled or physically settled:
• the maturity date of the derivative (if any):

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• the expiry date of the derivative (if any):
• any prices specified in the terms of the derivative (if any) (eg, the strike price of an
option or the price at which a contract for difference was acquired):
• any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value of
the underlying quoted voting products.
Example
ABC Limited enters into a pre-bid agreement with Y Limited to acquire 10% of the shares of a listed
issuer. ABC Limited already holds 4% of those shares. So the disclosure might state—
Details for ABC Limited
Nature of relevant interest: power to acquire financial products under pre-bid agreement with Y
Limited dated 1 March 2014 (attached as document A, 30 pages).
For that relevant interest,—
(a) number held in class: 1 000 000
(b) percentage held in class: 10%
(c) current registered holder of financial products: Y Limited
(d) registered holder of financial products once transfer is registered: ABC Limited
Nature of relevant interest: beneficial owner of financial products.
No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 400 000
(b) percentage held in class: 4%
(c) current registered holder of financial products: ABC Limited
(d) registered holder of financial products once transfer is registered: not applicable
If ABC Limited is a wholly owned subsidiary of X Limited, the disclosure might also include—
Details for X Limited
Nature of relevant interest: deemed relevant interest arising from shareholding in ABC Limited.
No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 1 400 000
(b) percentage held in class: 14%
(c) current registered holder of financial products: Y Limited as to 1 000 000, ABC Limited as to
400 000
(d) registered holder of financial products once transfer is registered: ABC Limited as to
1 400 000.
Details of transactions and events giving rise to substantial holding
Disclosure is required for the transactions or events under which each relevant interest in
the substantial holding was acquired—
• in the 4 months before the date on which the person began to have the substantial
holding; or
• if the listed issuer listed less than 4 months before that date, in the period between
listing and that date.

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For each of those transactions or events, or for on-market trades that may be aggregated
under these instructions, insert the following details as a narrative or list, clearly indicating
which relevant interest or interests were affected and (if disclosure is given for more than
1 substantial product holder) who was the substantial product holder:
• the date of the transaction or event (or the date of the beginning and end of the
period of aggregated on-market trades):
• the nature of the transaction or event. This is the means by which the relevant
interest was acquired (for example, “exercise of options”, “entry into pre-bid
agreement”):
• the name of any other party or parties to the transaction or event (if known and if
not an on-market trade):
• the consideration, expressed in New Zealand dollars, paid for the acquisition of the
relevant interest (or the total consideration paid for aggregated on-market trades).
If the consideration was not in cash, and cannot readily be converted into a cash
value, describe that consideration:
• the number of financial products to which the transaction or event related (or the
total number of financial products to which the aggregated on-market trades
related).
On-market trades may be aggregated for the purposes of this disclosure (but acquisitions
and dispositions must be separately aggregated).
An on-market trade is an acquisition or a disposition of a quoted voting product that is
traded on, or reported through, the trading system operated by the licensed market
operator or a financial product market in a jurisdiction set out in Schedule 15.
Additional information
The disclosure relating to the nature of connection between substantial product
holders is the justification for giving the disclosure for more than 1 holder (if 1 disclosure
is made for 2 or more holders).
Certification
Under section 512 of the Financial Markets Conduct Act 2013, it is an offence if a person
makes, or authorises the making of, a materially false or misleading statement in this form
knowing it to be false or misleading.