ASX Pre-Quotation Disclosure

Rule 1.14
ASX Listing Rules Appendix 1C (01/12/19) Page 1
+ See chapter 19 of the ASX Listing Rules for defined terms.
3436-4161-6914, v. 1
Appendix 1C
Application for Admission to the ASX Official List
(ASX Foreign Exempt Listing)
Name of entity
1

My Food Bag Group Limited

ABN/ARBN Date of this form
ARBN 646 807 301 11 February 2021
We (the entity named above) apply for admission to the
+
official list of ASX Limited (ASX) as an ASX
Foreign Exempt Listing and for
+
quotation of the following
+
securities (or such other number of
+
securities as we may notify to ASX prior to the commencement of
+
quotation):

Number
+
Class (quoted only)
Estimated maximum number
and
+
class of
+
securities to be
quoted on ASX at the
commencement of quotation on
ASX
242,437,524 Fully paid ordinary shares
By giving this form to ASX, we agree to the matters set out in Appendix 1C of the ASX Listing Rules.
Notes:
1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of
trust] in its capacity as responsible entity of [Name of trust]”.
2. An entity seeking admission to the official list as an ASX Foreign Exempt Listing must also provide to ASX the
information and documents referred to in the Information Form and Checklist (ASX Foreign Exempt Listing)
published on the ASX website.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 1
3443-2849-9730, v. 1
Information Form and Checklist
(ASX Foreign Exempt Listing)
Name of entity ABN/ACN/ARBN/ARSN
My Food Bag Group Limited ARBN 646 807 301
We (the entity named above) supply the following information and documents to support our application
for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Note: by giving an Appendix 1C Application for Admission to the ASX Official List (ASX Foreign Exempt Listing) to ASX, the entity is taken
to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official
list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent
permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1C
of the ASX Listing Rules).
The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the
warranty and indemnity mentioned above.
Terms used in this Information Form and Checklist have the same meaning as in the ASX Listing Rules.
Part 1 – Information to be supplied with Appendix 1C
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
All entities – corporate details
Type of Australian registration number
given above (eg ABN, ACN, ARSN or
ARBN)
ARBN
Legal entity identifier, if applicable N/A
Place of incorporation or
establishment
New Zealand
Date of incorporation or
establishment
6 October 2016
Legislation under which incorporated
or established
Companies Act 1993
Address of registered office in place
of incorporation or establishment
Level 3, 56 Parnell Road, Parnell, Auckland, 1052, New Zealand
Address of registered office in
Australia (if any)
c/- Level 7, 151 Clarence Street, Sydney NSW 2000
Main business activity Online food delivery business providing meal kits and ready made meals to New
Zealand households
Country where main business activity
is mostly carried on
New Zealand
Home exchange and listing category
1

NZX Main Board

1
Examples: NZX Main Board, Toronto Stock Exchange, NASDAQ

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 2
3443-2849-9730, v. 1
Any other exchanges on which the
entity is listed
New Zealand Stock Exchange
Street address of principal
administrative office
56 Parnell Road, Parnell, Auckland, New Zealand
Postal address of principal
administrative office
Level 3, 56 Parnell Road, Parnell, Auckland, New Zealand
Telephone number of principal
administrative office
+64 800 469 366
E-mail address for investor enquiries ir@myfoodbag.co.nz
Website URL https://www.myfoodbag.co.nz
All entities – board and senior management details
2

Full name and title of chairperson of
directors
Antony John Carter
Full names of all existing directors Antony John Carter, independent non-executive director and Chair
Jennifer Louise Bunbury, independent non-executive director
Jonathan Keith Macdonald, independent non-executive director
Sarah Kristina Hindle, independent non-executive director
Christopher John Whittington Marshall, non-executive director
Full names of any persons proposed
to be appointed as additional or
replacement directors
N/A
Full name and title of CEO/managing
director
Kevin Lester Bowler, Chief Executive Officer
Email address of CEO/managing
director
kevin.bowler@myfoodbag.co.nz
Full name and title of CFO Mark James Winter, Chief Financial Officer
Email address of CFO mark.winter@myfoodbag.co.nz
Full name and title of company
secretary
N/A (as a New Zealand incorporated company, My Food Bag does not have a
company secretary)
Email address of company secretary N/A (as a New Zealand incorporated company, My Food Bag does not have a
company secretary)
All entities – ASX compliance contact details
3

Full name and title of ASX contact(s) Mark Winter, Chief Financial Officer
Business address of ASX contact(s) Level 3, 56 Parnell Road, Parnell, Auckland, New Zealand

2
If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust.
3
Under Listing Rule 1.11 Condition 9, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can
appoint more than one person to cater for situations where the primary nominated contact is not available.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 3
3443-2849-9730, v. 1
Business phone number of ASX
contact(s)
(+64) 27 705 4413
Mobile phone number of ASX
contact(s)
(+64) 27 705 4413
Email address of ASX contact(s) mark.winter@myfoodbag.co.nz
All entities – investor relations contact details
Full name and title of person
responsible for investor relations
N/A
Business phone number of person
responsible for investor relations
N/A
Email address of person responsible
for investor relations
N/A
All entities – auditor details
Full name of auditor Ernst & Young
All entities – registry details
4

Name of securities registry Link Market Services Limited
Address of securities registry Level 12, 680 George Street, Sydney, NSW 2000
Phone number of securities registry +61 1300 554 474
Fax number of securities registry +61 2 9287 0303
Email address of securities registry enquiries@linkmarketservices.co.nz
Type of subregisters the entity will
operate
5

CHESS and issuer sponsored subregisters
If the entity has or intends to have a
certificated subregister for quoted
securities, the location of the
Australian subregister
N/A
All entities – key dates
Annual balance date 31 March
Month in which annual meeting is
usually held (or intended to be held)
6

August

4
If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.
5
Example: CHESS and issuer sponsored subregisters.
6
May not apply to some trusts.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 4
3443-2849-9730, v. 1
Months in which dividends or
distributions are usually paid (or are
intended to be paid)
December and June

Part 2 – Checklist Confirming Compliance with Admission Requirements
Instructions: please indicate in the “Location/Confirmation” column for each item below where the information or document referred to in
that item is to be found (eg in the case of information, the specific page reference in the entity’s most recent annual report or any
subsequent interim report where that information is located or, in the case of a document, the folder tab number where that document is
located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item
is not applicable, please mark it as “N/A”.
In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist
(other than the 10 copies of the entity’s most recent annual report and any subsequent interim report referred to in item 5) are provided in a
folder separated by numbered tabs.
Note that completion of this Checklist is not to be taken to represent that the entity is necessarily in full or substantial compliance with the
ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX
may refuse admission without giving any reasons (see Listing Rule 1.19).
All entities – key supporting documents
N
o
Item Location/Confirmation
1. A copy of the entity’s certificate of incorporation, certificate of registration or
other evidence of status (including any change of name)
See Item 1 (ASIC Certificate of
Registration as a Foreign Company)
See Item 2 (ASIC Certificate of Change
of Name)
See Item 3 (New Zealand Companies
Office Certificate of Incorporation)

2. A copy of the entity’s constitution

See Item 4 (Constitution)

3. Confirmation that the entity is subject to, and complies with, the listing rules
(or their equivalent) of its overseas home exchange (Listing Rule 1.11
Conditions 2 and 3)
Confirmed

4. Details of any waiver or all or part of any listing rule (or the equivalent)
provided by home exchange that will be in effect upon admission (Listing
Rule 1.11 Condition 4)
7

N/A

5. 10 copies of the entity’s most recent annual report and any subsequent
interim report
See Item 12 (Audited Financial
Statements for the financial years ended
31 March 2020 and 31 March 2019) and
Item 14 (Reviewed Financial
Statements for the six months ended 30
September 2020)


6. Original executed ASX Online agreement confirming that documents may be
given to ASX and authenticated electronically (Listing Rule 1.11
Condition 10)
8

See Item 5 (ASX Online agreement)

7. A specimen certificate/holding statement for each class of securities to be
quoted or a specimen holding statement for CDIs (as applicable)
See Items 6 and 7 (specimen
certificate/holding statement – issuer
sponsored and CHESS sponsored)


7
ASX may require details of waivers to be released to the market (see the note to Listing Rule 1.11 Condition 4).
8
An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 5
3443-2849-9730, v. 1
N
o
Item Location/Confirmation
8. Please either enter “Confirmed” in the column to the right to confirm that the
entity has not previously applied for, and been refused or withdrawn its
application for, admission to the official list of another securities exchange, or
attach a statement explaining the circumstances and state the location of
that statement
Confirmed

9. Payment for the initial listing fee.
9


Confirmed
All entities – capital structure
10. A table showing the existing and proposed capital structure of the entity,
broken down as follows:
(a) the number and class of each equity security and each debt security
currently on issue; and
(b) the number and class of each equity security and each debt security
proposed to be issued between the date of this application and the date
the entity is admitted to the official list; and
(c) the resulting total number of each class of equity security and debt
security proposed to be on issue at the date the entity is admitted to the
official list.
Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a
minimum, maximum or oversubscription number of securities, the table should be presented to
disclose each scenario.
Please see Capitalisation Table on page
5 in the attached NZ Product Disclosure
Statement (PDS) (Item 8)

11. For each class of securities referred to in the table mentioned in item 10, the
terms applicable to those securities
Note: This applies whether the securities are quoted or not.
For equity securities (other than options to acquire unissued securities or convertible debt
securities), this should state whether they are fully paid or partly paid; if they are partly paid , the
amount paid up and the amount owing per security; voting rights; rights to dividends or
distributions; and conversion terms (if applicable).
For options to acquire unissued securities, this should state the number outstanding, exercise
prices and expiry dates
For debt securities or convertible debt securities, this should state their nominal or face value;
rate of interest; dates of payment of interest; date and terms of redemption; and conversion
terms (if applicable).
The Company has only ordinary shares
on issue, and no other securities.

Please see Section 6 ‘Key features of
ordinary shares’ on page 61 of the PDS
(Item 8) for the rights attaching to
ordinary shares


12. If any class of securities which you are seeking to have quoted on ASX will
not have CDIs issued over them, please obtain and provide an International
Securities Identification Number (ISIN) for that class (ASX is not able to
create a new ISIN for non-Australian issuers).
To be obtained
All entities – other information
13. A brief history of the entity

Please see ‘Our history’ on page 11 of
the PDS (Item 8)


14. Details of the entity’s existing activities and level of operations

Please see ‘Overview of the business’
on page 9 of the PDS (Item 8)



9
See Guidance Notes 15 and 15A for the fees payable on the application. Payment can be made either by cheque made payable to ASX Operations Pty
Ltd or by electronic funds transfer to the following account:
Bank: National Australia Bank
Account Name: ASX Operations Pty Ltd
BSB: 082 057
A/C: 494728375
Swift Code (Overseas Customers): NATAAU3202S
If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment
as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie
Sydney, Melbourne or Perth) and the amount paid.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 6
3443-2849-9730, v. 1
N
o
Item Location/Confirmation
15. Confirmation that there is no information not already disclosed to the entity’s
home exchange that should have been disclosed under the rules of that
exchange
Confirmed
Entities that are trusts
16. Please enter “Confirmed” in the column to the right to indicate that no-one is
under an obligation to buy-back units in the trust or to allow a security holder
to withdraw from the trust (Listing Rule 1.11 Condition 8(c))
N/A
Entities that do not have a primary listing on NZX Main Board
17. A completed Appendix 1C Information Form and Checklist Annexure 1
(Entities that do not have a Primary Listing on the NZX Main Board)
10

N/A
Entities that have a primary listing on NZX Main Board
18. A completed Appendix 1C Information Form and Checklist Annexure 2
(Entities that have a Primary Listing on the NZX Main Board)
11

Please see Item 15 - Appendix 1C
Information Form and Checklist
Annexure 2
Further documents to be provided before admission to the official list
Please note that in addition to the information and documents mentioned above, an entity may be required to provide additional
information to ASX under Listing Rule 1.17.

10
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
11
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 1
3441-1111-6818, v. 2
Information Form and Checklist
Annexure 2 (Entities that have a Primary Listing
on the NZX Main Board)

Name of entity ABN/ACN/ARBN/ARSN
My Food Bag Group Limited ARBN 646 807 301
This Annexure forms part of the Information Form and Checklist supplied by the entity named above to support its
application for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
N
o
Item Location/Confirmation
All entities
1. For each director or proposed director, the CEO or proposed CEO, and the
CFO or proposed CFO (together, “relevant officers”) of the entity at the date
of listing,
1
a list of the countries in which they have resided over the past
10 years (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
2

Antony John Carter, Director - New
Zealand
Jennifer Louise Bunbury, Director - New
Zealand
Jonathan Keith Macdonald, Director -
New Zealand
Sarah Kristina Hindle, Director - New
Zealand and United Kingdom
Christopher John Whittington Marshall,
Director - New Zealand
Kevin Lester Bowler, Chief Executive
Officer - New Zealand
Mark James Winter, Chief Financial
Officer - New Zealand and Netherlands


2. For each relevant officer, a list of any other names or alias they have used in
the past 10 years, including any maiden name or married name
3
(Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
Jennifer Louise Bunbury, Director - New
Zealand – Jennifer Louise Martin
(maiden name)


3. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a national criminal history
check obtained from the Australian Federal Police, a State or Territory police
service or a broker accredited by Australian Criminal Intelligence
Commission which is not more than 12 months old (Listing Rule 1.11
Condition 11 and Guidance Note 1 section 3.21)
N/A

4. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national criminal history check to that mentioned in item 3 above
for each country in which the relevant officer has resided over the past
See Item 9 (national criminal history
check for each of Antony Carter,
Jennifer Bunbury, Jonathan Macdonald,
Sarah Hindle, Christopher Marshall,

1
If the entity applying for admission to the official list is a trust, references in items 1, 2, 3, 4, 5, 6 and 7 to a relevant officer mean a relevant officer of the
responsible entity of the trust.
2
The information referred to in items 1, 2, 3, 4, 5, 6 and 7 is required so that ASX can be satisfied that the relevant officer is of good fame and character
under Listing Rule 1.11 Condition 11.
3
The sample statutory declaration referred to in item 7 below addresses this requirement. Note that if the relevant officer has used another name or alias
(including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 3, 4, 5, and 6 must cover
all of the names or aliases the relevant officer has used over that period.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 2
3441-1111-6818, v. 2
N
o
Item Location/Confirmation
10 years (in English or together with a certified English translation) which is
not more than 12 months old or, if such a check is not available in any such
country, a statutory declaration
4
from the relevant officer confirming that fact
and that he or she has not been convicted in that country of:
(a) any criminal offence involving fraud, dishonesty, misrepresentation,
concealment of material facts or breach of his or her duties as a director
or officer of a company or other entity; or
(b) any other criminal offence which at the time carried a maximum term of
imprisonment of five years or more (regardless of the period, if any, for
which he or she was sentenced),
or, if that is not the case, a statement to that effect and a detailed
explanation of the circumstances involved (Listing Rule 1.11 Condition 11
and Guidance Note 1 section 3.21)
Kevin Bowler and Mark Winter, all New
Zealand

Mark Winter, Netherlands

Sarah Hindle, United Kingdom)

5. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a search of the Australian
Financial Security Authority National Personal Insolvency Index which is not
more than 12 months old (Listing Rule 1.1 Condition 11 and Guidance
Note 1 section 3.21)
N/A

6. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national bankruptcy check to that mentioned in item 5 above for
each country in which the relevant officer has resided over the past 10 years
(in English or together with a certified English translation) which is not more
than 12 months old or if such a check is not available in any such country, a
statutory declaration
5
from the relevant officer confirming that fact and that
he or she has not been declared a bankrupt or been an insolvent under
administration in that country or, if that is not the case, a statement to that
effect and a detailed explanation of the circumstances involved (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
See Item 10 (national insolvency check
for each of Antony Carter, Jennifer
Bunbury, Jonathan Macdonald, Sarah
Hindle, Christopher Marshall, Kevin
Bowler and Mark Winter, all New
Zealand

Mark Winter, Netherlands

Sarah Hindle, United Kingdom)


7. A statutory declaration
6
from each relevant officer specifying whether they
have used any other name or alias in the past 10 years and confirming that:
(a) the relevant officer has not been the subject of any criminal or civil penalty
proceedings or other enforcement action by any government agency in
which he or she was found to have engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(b) the relevant officer has not been refused membership of, or had their
membership suspended or cancelled by, any professional body on the
ground that he or she has engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(c) the relevant officer has not been the subject of any disciplinary action
(including any censure, monetary penalty or banning order) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with his or her obligations as a director or officer of a
listed entity;
(d) no listed entity of which he or she was a relevant officer (or, in the case of
a listed trust, in respect of which he or she was a relevant officer of the
responsible entity of the trust) at the time of the relevant conduct has been
the subject of any disciplinary action (including any censure, monetary
penalty, suspension of trading or termination of listing) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with its obligations under the Listing Rules applicable
to that entity; and
See Item 11 (statutory declaration for
each of Antony Carter, Jennifer
Bunbury, Jonathan Macdonald, Sarah
Hindle, Christopher Marshall, Kevin
Bowler and Mark Winter)

4
The sample statutory declaration referred to in item 7 below also addresses this requirement.
5
The sample statutory declaration referred to in item 7 also addresses this requirement.
6
A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 3
3441-1111-6818, v. 2
N
o
Item Location/Confirmation
(e) the relevant officer is not aware of any pending or threatened investigation
or enquiry by a government agency, professional body, securities
exchange or other authority responsible for regulating securities markets
that could lead to proceedings or action of the type described in (a), (b),
(c) or (d) above,
or, if the relevant officer is not able to give such confirmation, a statement to
that effect and a detailed explanation of the circumstances involved (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.18)
Entities applying under the profit test
8. Evidence that the entity is a going concern or the successor of a going
concern (Listing Rules 1.11 Condition 6(a) and 1.2.1)
See Item 12 (Audited Financial
Statements for the financial years ended
31 March 2020, 31 March 2019 and 31
March 2018)


9. Evidence that the entity has been in the same main business activity for the
last 3 full financial years (Listing Rules 1.11 Condition 6(a) and 1.2.2)
See Item 12 (Audited Financial
Statements for the financial years ended
31 March 2020, 31 March 2019 and 31
March 2018) and see ‘Our history’ on
page 11 of the PDS (Item 8)


10. Audited accounts for the last 3 full financial years, including the audit reports
(Listing Rules 1.11 Condition 6(a) and 1.2.3(a))
See Item 12 (Audited Financial
Statements for the financial years ended
31 March 2020, 31 March 2019 and 31
March 2018)


11. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rules 1.11 Condition 6(a) and 1.2.3(b))
See Item 14 (Reviewed Financial
Statements for the six months ended 30
September 2020)

12. A reviewed pro forma statement of financial position, including the review
(Listing Rules 1.11 Condition 6(a) and 1.2.3(c))
7

See Item 13 (Pro forma statement of
financial position reviewed by KPMG)


13. Evidence that the entity’s aggregated profit from continuing operations for
the last 3 full financial years has been at least $1 million (Listing Rules 1.11
Condition 6(a) and 1.2.4)
See Item 12 (Audited Financial
Statements for the financial years ended
31 March 2020, 31 March 2019 and 31
March 2018)

14. Evidence that the entity’s profit from continuing operations in the past
12 months to a date no more than 2 months before the date of this
application has exceeded $500,000 (Listing Rules 1.11 Condition 6(a) and
1.2.5)
See Item 15 (Statement of financial
performance to 31 December 2020)

15. Is there a statement in the Offer Document that the entity’s directors
8
have
made enquiries and nothing has come to their attention to suggest that the
entity is not continuing to earn profit from continuing operations up to the
date of the Offer Document
If so, where is it?
No.

See Item 16 (Director’s statement)

7
Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company
auditor) or independent accountant.
8
If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 4
3441-1111-6818, v. 2
N
o
Item Location/Confirmation
If not, please attach such a statement signed by all of the entity’s directors
9

(Listing Rule 1.2.6)
Entities applying under the assets test
16. Evidence that the entity has:
(a) if it is not an investment entity, net tangible assets of at least $4 million
(after deducting the costs of fund raising) or a market capitalisation of at
least $15 million;
(b) if it is an investment entity other than pooled development fund, net
tangible assets of at least $15 million; or
(c) if it is a pooled development fund, net tangible assets of at least
$2 million (Listing Rules 1.11 Condition 6(a), 1.3.1 and 1.3.4)
N/A

17. Evidence that the entity’s working capital (as shown in its reviewed pro forma
statement of financial position under listing Rule 1.3.5(d)) is at least
$1.5 million (Listing Rules 1.11 Condition 6(a) and 1.3.3(c))
N/A


18. Audited accounts for the last 2 full financial years, including the audit reports
(Listing Rules 1.11 Condition 6(a) and Listing Rule 1.3.5(a))
N/A

19. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rules 1.11 Condition 6(a) and 1.3.5(b))
N/A


20. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity,
audited accounts for the last 2 full financial years for that other entity or
business, including the audit reports (Listing Rules 1.11 Condition 6(a) and
1.3.5(c) first bullet point)
N/A

21. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity and
the last full financial year for that other entity or business ended more than
6 months and 75 days before the date of this application, audited or
reviewed accounts for the last half year (or longer period if available) from
the end of the last full financial year for that other entity or business,
including the audit report or review (Listing Rules 1.11 Condition 6(a) and
1.3.5(c) second bullet point)
N/A

22. A reviewed pro forma statement of financial position, including the review
(Listing Rules 1.11 Condition 6(a) and 1.3.5(d))
10

N/A



9
If the entity applying for admission to the official list is a trust, the statement should be signed by all directors of the responsible entity of the trust.
10
Note: the review must be conducted by a registered company auditor or an overseas equivalent of a registered company auditor or independent
accountant.

---

Make My
Food Bag
yours.
Product Disclosure Statement
Initial public offering of ordinary shares in My Food Bag Group Limited
11 February 2021
This document gives you important information about this investment to help
you decide whether you want to invest. There is other useful information about
this offer on www.disclose-register.companiesoffice.govt.nz/. My Food Bag
Group Limited has prepared this document in accordance with the Financial
Markets Conduct Act 2013. You can also seek advice from a financial adviser
to help you to make an investment decision.

Section 1
Key information
summary
What is this?
This is an offer of ordinary shares in My Food Bag Group
Limited. Ordinary shares give you a stake in the ownership of
My Food Bag. You may receive a return if dividends are paid
or My Food Bag increases in value and you are able to sell
your ordinary shares at a higher price than you paid for them.
If My Food Bag runs into financial difficulties and is wound
up, you will be paid only after all creditors have been paid.
You may lose some or all of your investment.
About My Food Bag
My Food Bag is New Zealand’s longest standing meal kit
provider, and is a well-loved and successful New Zealand
brand. Each week My Food Bag delivers thousands of bags
full of fresh, tasty and locally sourced ingredients along with
easy-to-follow recipes direct to families across New Zealand
so that they can create nutritious meals in their homes.
Since inception we have been intensely focussed on developing
healthy and delicious recipes, product innovation and exceptional
customer service. This has resonated with New Zealand customers
and we have delivered over 85 million meals to Kiwis since
we began trading in 2013. We have a strong understanding
of customers’ needs and our portfolio of product offerings is
designed to appeal to a wide range of Kiwi preferences. We offer
a variety of products under the My Food Bag, Bargain Box, and
Fresh Start brands and most recently we have entered the ready-
made meal market with the MADE brand.
We operate in the fast growing online food delivery market.
Our extensive database, high brand awareness, digital
capabilities and nationwide coverage provide a strong
platform for growth in this market, as well as an opportunity
for expansion beyond food.
Waterman Fund 3 LP (Waterman) is the major shareholder
of My Food Bag with an approximate 66% shareholding.
The balance of the Shares are held by the co-founders of
My Food Bag and others, including senior management of
My Food Bag.
For more information, see Section 2 (My Food Bag and
what it does).
Purpose of this offer
The purpose of this offer is to raise capital for My Food Bag
to repay existing bank debt and to enable Existing
Shareholders to realise part of their investment. The Offer is
not underwritten. Waterman intends to retain a shareholding
of not less than 15% following the Offer, with other Existing
Shareholders intending to retain at least 8.7% in aggregate.
You can find more information about the use of the proceeds
of the Offer in Section 3 (Purpose of the Offer).
2

Key terms of the offer
Description
of the Shares
Ordinary shares
Offer Price
$1.85 per Share
Bookbuild
19 February 2021
Foodies Offer, Priority
Offer and Broker Firm
Offer open
19 February 2021
Foodies Offer, Priority
Offer and Broker Firm
Offer close
26 February 2021
Expected
commencement of
trading on the NZX
Main Board and ASX
5 March 2021 (Shares will be
allotted no later than the Business
Day prior to the commencement
of trading)
Number of new
Shares being offered
by My Food Bag
29.6 million (being 12.2% of the
total Shares on issue immediately
following the Offer)
Number of existing
Shares offered by
SaleCo
155.3 million (being 64.1%
of the total Shares on issue
immediately following the Offer)
Total number of Shares
being offered
185.0 million (being 76.3%
of the total Shares on issue
immediately following the Offer)
Liabilities, fees and
charges
If you sell your Shares, you may
be required to pay brokerage
or other sale expenses. You may
also be liable for tax on the sale
of your Shares. You should seek
your own tax advice in relation
to your Shares.
These dates are indicative only and may change. My Food
Bag, with the agreement of the Joint Lead Managers, reserves
the right to vary or extend these dates and to withdraw the
Offer at any time before the date on which Shares are first
allotted. My Food Bag may also accept late Applications
(either generally or in individual cases).

How you can get your money out
My Food Bag intends to quote these ordinary shares on the
NZX Main Board and on the ASX. This means you may be
able to sell them on the NZX Main Board or ASX if there are
interested buyers. You may get less than you invested. The
price will depend on the demand for the ordinary shares.
3

Key drivers of returns
ASPECTS OF OUR BUSINESS WHICH DRIVE
FINANCIAL PERFORMANCE
OUR KEY STRATEGIES AND PLANS
1. MEAL KIT BAG DELIVERY VOLUME
The number of bags delivered, which
is a function of the number of Active
Customers and the number of bags
they buy in a given period, is a key
driver of revenue.
• Investment in marketing to drive consumer awareness of our brands.
• Selective use of marketing activities targeted at acquiring and reactivating
valuable customers.
• Provide a range of product offerings, each with a different proposition to target
a specific market segment.
• Provide innovative solutions (such as My Choice Bag and new goal-based
offerings) to engage new and existing customers and increase order frequency.
2. PRODUCT MIX
The type of bag selected, and one-
offs or extras added, impact Average
Order Value and Contribution Margin.
• Targeted new product development to increase Average Order Value and
Contribution Margin.
• Actively manage our pricing strategy to increase order frequency and ensure an
appropriate return on our bags.
3. OPERATING COSTS
Our operating costs directly impact
profitability.

• Focus on procurement optimisation to provide higher quality ingredients to our
customers, enhancing customer experience, and realising cost efficiencies.
• Tightening of ordering processes and heightened operational controls via our
newly implemented ERP System.
• Attention to costs to deliver margin improvement as the business scales.
4. PLATFORM AND DISTRIBUTION
CAPABILITIES
Established platform and distribution
network to facilitate growth.
• Harness data and technology to develop new cost-effective methods for
providing our services.
• Use our database and insights to better understand our customers and build
stronger customer relationships.
• Utilise our extensive distribution network and ability to reach ~86% of the
New Zealand population to support growth and expand beyond food.
You should read this table in conjunction with Section 2 (My Food Bag and what it does).
Key risks affecting this investment
Investments in shares are risky. You should consider if
the degree of uncertainty about My Food Bag’s future
performance and returns is suitable for you. The price of
these ordinary shares should reflect the potential returns and
the particular risks of these ordinary shares. My Food Bag
considers that the most significant risk factors that could affect
the value of the ordinary shares are:
• Food Safety Risk – Our products could contain foreign
objects, allergens not properly labelled, harmful bacteria
or other organisms due to receipt of compromised
product, incorrect handling of food (including through
our distribution network) or failure to follow food safety
procedures. A food safety incident could cause harm
to customers and result in product withdrawal, damage
to our reputation, loss of customers or regulatory
consequences.
• IT and Data Security Risk – We rely on various information
systems to run our websites, mobile apps and business
operations and to store customer data. These systems may
suffer a material malfunction, disruption or security breach
affecting our ability to communicate with or fulfil our
commitments to customers, suppliers or key stakeholders.
A data security breach involving private customer data
could result in damage to our reputation, regulatory
consequences or litigation.
• Product Assembly Risk – Assembly of our products could
be disrupted by an event (such as a fire, a power outage
or a serious health and safety incident at one of our
assembly centres, a lack of availability of temporary
labour or disruption to delivery of ingredients to our
assembly centres). This could cause delivery of our
products to be late or we may be unable to deliver our
products, resulting in refunds or credits or customers
cancelling their subscriptions.
This summary does not cover all of the risks of investing in
ordinary shares. You should also read Section 8 (Risks to
My Food Bag’s business and plans).
4

1 You can find an explanation of implied market capitalisation and implied enterprise value in Section 7 (My Food Bag’s financial information).
2 Net debt on completion of the Offer is calculated as term loans and borrowings less net cash and cash equivalents, including lease liabilities of $10.0 million,
immediately following the completion of the Offer, and assumes that all transaction costs are paid before or upon completion of the Offer.
My Food Bag’s financial information
The financial position and performance of My Food Bag are essential to an assessment of this offer.
You should also read Section 7 (My Food Bag’s financial information).
CAPITALISATION TABLE
Number of Shares being offered185.0 million
Number of Shares on issue following the Offer242.4 million
Offer Price $1.85
Implied market capitalisation
1
$448.5 million
Net Debt (including lease liabilities) / (Cash)
on completion of the Offer
2
$26.1 million
Implied enterprise value
1
$474.6 million
KEY INVESTMENT METRICS FY21FFY22F
Implied enterprise value / Pro forma EBITDA16.7x 13.9x
Price / Pro forma earnings per Share28.7x 22.4x
Pro forma earnings per Share$0.06$0.08
Price / Earnings per Share585.9x22.4x
Earnings per Share$0.00$0.08
Dividends declared per Share$0.07
Implied dividend yield - cash dividend declared3.6%
Implied dividend yield - gross dividend declared5.0%
The key investment metrics are prepared based on NZ GAAP, as well as certain non-NZ GAAP pro forma financial information.
More information on pro forma adjustments and reconciliations to information prepared in accordance with NZ GAAP is available
in the Supplementary Financial Information on the Offer Register.
The first dividend that will be paid following the Offer is expected to be the FY22F interim dividend in December 2021.
5

1KEY INFORMATION SUMMARY
02
LETTER FROM THE CHAIR
07
2MY FOOD BAG AND WHAT IT DOES
08
3PURPOSE OF THE OFFER
53
4KEY DATES AND OFFER PROCESS
54
5TERMS OF THE OFFER
55
6KEY FEATURES OF ORDINARY SHARES
61
7MY FOOD BAG’S FINANCIAL INFORMATION
62
8RISKS TO MY FOOD BAG’S BUSINESS AND PLANS
70
9TAX
76
10WHERE YOU CAN FIND MORE INFORMATION
77
11HOW TO APPLY
78
12CONTACT INFORMATION
79
13GLOSSARY
80
Contents
6

Letter from
the Chair
My Food Bag is an online food delivery business and is
synonymous with meal kits in New Zealand. We are
New Zealand’s longest standing meal kit provider and
have delivered over 85 million meals to more than 300,000
New Zealand households since 2013.
Each week, we deliver thousands of bags full of fresh, tasty and
locally sourced ingredients along with easy-to-follow recipes
direct to families across New Zealand so that they can create
nutritious meals in their homes. By investing in My Food Bag,
you will have the opportunity to share in our mission to ‘inspire
Kiwi families to be happier and healthier, one meal at a time’.
We offer the broadest range of meal kit bags in New
Zealand under the My Food Bag, Bargain Box and Fresh
Start brands, and most recently we have entered the ready-
made meal market with the MADE brand. We focus on
evolving our product offering through innovation and a strong
understanding of customers’ needs to appeal to a wide range
of New Zealand consumers.
My Food Bag operates in the fast growing online food delivery
market. Global trends towards online shopping, and growing
demand for food convenience and healthy living are key trends
on which we can build our brands and product offerings.
There is further opportunity for expansion within My Food
Bag’s core meal kit and ready-made meal markets to align to
consumer trends and play a bigger part in customers’ lives.
I am personally excited about My Food Bag’s growth
opportunities beyond our core markets, with benefits
expected after the Prospective Period. My Food Bag’s track
record of innovation and established platform consisting
of our extensive database, high brand awareness, proven
e-commerce capability and nationwide distribution network
positions the business well to expand into the wider food and
grocery market.
We are committed to further improving our sustainability
practices, focusing on minimising waste and reducing
our environmental impact. Our strategic positioning of
assembly centres across the country supports the reduction
of transportation mileage. Relative to traditional food
retailers, we source and deliver just the right amount of meal
ingredients, supported by our like-minded suppliers. We also
use sustainable packaging where possible, including re-usable
crates, recycled cardboard and water ice packs.
Led by Kevin Bowler, My Food Bag has an accomplished and
passionate management team supported by a diverse staff of
200 that have the expertise, skillset and vision to continue to
deliver value for both shareholders and customers. In addition,
we have an experienced board of directors with extensive
experience in the grocery and e-commerce industries, and
significant listed company experience.
Waterman Fund 3 LP is the major shareholder of My Food
Bag with an approximate 66% shareholding. The balance
of the shares are held by the co-founders of My Food Bag
and others, including senior management. In addition to the
issuance of new Shares to raise funds for My Food Bag, the
Offer will enable Existing Shareholders to realise part of their
investment in My Food Bag, allowing new investors and our
Eligible Foodies to participate in our future success. The new
funds raised by My Food Bag will be used to repay bank debt
and pay transaction costs, which will assist in providing My
Food Bag with balance sheet flexibility to pursue our growth
strategy and to respond to trading conditions as required.
Together, Existing Shareholders will retain at least 23.7%
ownership of My Food Bag following the Offer, reflecting
their ongoing support and belief in our vision.
My Food Bag’s Board and management are excited about
offering you the opportunity to become a part of our future.
This PDS contains important information about My Food Bag
and the Offer. We encourage you to read this PDS carefully
and consider in particular Section 8 (Risks to My Food Bag’s
business and plans) before making your investment decision.
We look forward to My Food Bag becoming a publicly listed
company and, on behalf of my fellow Directors, I welcome
your interest in this Offer.
Yours sincerely,
Tony Carter
Chair
Dear Investor,
On behalf of the My Food Bag Board, I am delighted to invite
you to become an investor in our Company.
TONY CARTER, CHAIR
7

Section 2
My Food Bag
and what it does
8

Overview of
the business
My Food Bag is an online food delivery business and New Zealand’s longest
standing meal kit provider. Each week My Food Bag delivers thousands of bags
full of nutritious, locally sourced ingredients along with easy-to-follow recipes
direct to families across New Zealand, taking the stress out of meal times and
bringing families together. Since the business commenced trading in 2013,
we have delivered over 85 million meals to New Zealanders.
My Food Bag offers the broadest range of meal kit bags in
New Zealand under the My Food Bag, Bargain Box and
Fresh Start brands. Since inception we have focussed on
evolving our product offering through innovation and a strong
understanding of customers’ needs to appeal to a wide range
of New Zealand consumers. We continue to innovate to meet
changing consumer food, demographic and societal trends,
and most recently we entered the large and growing ready-
made meal market with the MADE brand.
We regularly review our bags to ensure we are priced
competitively to supermarkets. Not only is our offer convenient
and tailored to customers’ dietary preferences, it is also cost
effective for our customers.
My Food Bag operates a source-to-order model meaning just
the right amount of ingredients are delivered to My Food
Bag assembly centres and subsequently the customer which
minimises waste (food, packaging and transport) across the
entire process from supplier to customer.
My Food Bag has an established platform consisting of
our extensive database, high brand awareness, proven
e-commerce capability and nationwide distribution network.
Our platform has enabled us to scale to where we are today
and will provide the foundation for future growth:
• Loved Brand: My Food Bag is a highly loved brand and
enjoys high levels of awareness and advocacy.
• Customer Database: We utilise the data and insights
from our database of ~300,000 customers (and their
purchasing behaviour) and over 10,000 recipes (and
associated reviews), to drive our day-to-day decision
making and inform our strategic direction.
• Nationwide Distribution: Our nationwide network allows
us to deliver to approximately 86% of the New Zealand
population, and we have sufficient capacity to support growth.
• Capability: We have an experienced senior leadership
group supported by a highly engaged team, deep digital
expertise, and a demonstrable capability to successfully
execute innovative e-commerce solutions.
Building on our history of innovation and exceptional
customer service, we have identified a pipeline of growth
opportunities based upon two strategic areas of focus to
expand further into the $37 billion New Zealand retail food
sector (refer to Our Growth Strategy for further information):
3
1. Continued leadership in the meal kit market and expand
our food-based offerings to align to consumer trends and
play a bigger part in customers’ lives. These are current
and continuing areas of focus for the business, which we
refer to as Horizon One; and
2. Utilise the established My Food Bag platform to disrupt the
New Zealand business to consumer market – for example,
by expanding into the broader online food and grocery
market. These opportunities have been identified and are
in development for future launch with benefits expected
after the Prospective Period. We refer to this area of focus
as Horizon Two.
My Food Bag Group Limited is the company that is expected
to be listed on completion of the Offer with the ticker code
‘MFB’ on NZX and ASX. My Food Bag Limited, a wholly
owned subsidiary of My Food Bag Group Limited, is the
operating company of the Group and is the only subsidiary
of My Food Bag Group Limited.
3 This encompasses grocery sales, food and beverage services i.e. café, restaurant and takeaway spend, and specialised food retailing (e.g. butchers). Stats NZ - Sales
and stocks by industry, in current and constant prices (SAFC) (Annual-Mar) in the year ended 31 March 2020.
9

How it works
1. CREATE
Every week our
chefs and in-house
nutritionist develop
new recipes, building
on our database of
over 10,000 recipes
Recipes are designed
to use only basic
kitchen utensils and
a few pantry staples;
a list of which is
emailed to customers
2. CHOOSE
Customers can
choose from the full
My Food Bag brand
portfolio, which
includes a range of
12 bags with options
for different numbers
of people and nights
per week, as well as
dietary preferences
or requirements
Customers can
choose to have their
bag delivered weekly
or fortnightly on a
flexible subscription
5. RECIPE RATINGS
Customers can then
rate their recipes to
provide feedback
direct to our chefs
Ratings drive the
direction of future
innovation and
ensure recipes which
customers love are
available again
3. SOURCE &
DELIVER
We source to
order the freshest
New Zealand meat,
fish and produce,
resulting in minimal
food waste at our
assembly centres
Bags are delivered
direct to customers
on a Saturday,
Sunday or Monday
depending on
their location and
preference
4. COOK & ENJOY
The fun begins!
Using the step-by-step
recipes, customers
create & enjoy their
meals
2
3
4
5
1
C
R
E
A
T
E
C
H
O
O
S
E
S
O
U
R
C
E

&

D
E
L
I
V
E
R
R
E
C
I
P
E

R
A
T
I
N
G
S
C
O
O
K

&

E
N
J
O
Y
10

Our history
My Food Bag commenced trading in 2013 and is recognised
as a loved and successful brand in New Zealand.
Built on strong values with a clear purpose to inspire Kiwi families to be happier
and healthier, one meal at a time, My Food Bag was created to answer the question,
“what are we having for dinner tonight?” From day one we have focused on
innovation, sustainability, provenance (with approximately 98% of all meat and
produce sourced locally), and exceptional customer service.
We are an entrepreneurial growth story, supported by exceptional human and
technological capability. In just over eight years, we have grown to become one
of the most well known online food retailers in New Zealand.
4
Timeline of key My Food Bag milestones:
4 Prompted Awareness, Colmar Brunton August 2020.
MARCH 2013
MY FOOD BAG
COMMENCED
TRADING
SEPTEMBER 2013
MY FOOD BAG
LAUNCHED IN
WELLINGTON
MAY 2017
NEW PURPOSE-
BUILT OFFICE AND
DEVELOPMENT KITCHEN
OCTOBER 2019
MY PLANT BASED
BAG LAUNCHED
OCTOBER 2017
NEW ASSEMBLY
CENTRE IN
AUCKLAND
MAY 2019
MADE
LAUNCHED
OCTOBER 2013
MY CHRISTMAS BAG
LAUNCHED
APRIL 2017
FRESH START
LAUNCHED
JUNE 2020
NEW ERP SYSTEM
FULLY IMPLEMENTED
APRIL 2014
MILLIONTH MEAL
DELIVERED
JULY 2016
BARGAIN BOX
LAUNCHED
JUNE 2020
MY CHOICE BAG
LAUNCHED
NOVEMBER 2014
MY FOOD BAG
LAUNCHED IN
CHRISTCHURCH
SEPTEMBER 2015
MY VEGGIE BAG
LAUNCHED
OCTOBER 2020
80 MILLIONTH
MEAL DELIVERED
1,000,000
80,000,000
11

Our strengths
1. Highly loved brand with high levels
of customer advocacy
• The My Food Bag brand has a high level of awareness
in the meal kit market at 88%.
5
• My Food Bag is identified by its customers as a
sustainable, innovative and high-quality Kiwi brand.
5
• My Food Bag has industry leading user feedback and
Net Promoter Scores (NPS) across all brands. 85% of
customers said they either like or love the brand in a
recent customer survey.
5
• Our My Food Bag, Fresh Start and Bargain Box brands
have consistently achieved a 4.7 out of 5 rating on
external review platform Reviews.IO.
2. Nationwide customer base, assembly
centre and distribution capabilities
with capacity for growth
• We have a geographically diverse customer base with
customers located throughout the country, as far north as
Kaitaia and as far south as Bluff. This is supported by a
nationwide delivery network which allows us to service
~86% of the New Zealand population by partnering with
New Zealand Post.
• We are the only large scale New Zealand meal kit
delivery business with chilled assembly centres in both the
North and South Island, providing logistical efficiencies
and greater delivery certainty. At all centres, physical
capacity exceeds the current and forecast output.
• Our supply chain is robust and resistant to adverse events
with 98% of all meat and produce being sourced locally
in New Zealand.
6
5 Colmar Brunton, August 2020.
6 The remaining 2% includes produce that can’t be sourced in New Zealand e.g. tropical fruits or ginger.
85
%
of customers love or
like the My Food Bag brand
5
~
86
%
of the New Zealand
population able to be serviced
12

7 Refer to the Glossary for the definition of a Reactivated Customer.
3. Loyal growing customer database
supports high recurring revenue
• Our significant database consisting of ~300,000 customers
provides us with rich data insights to personalise our
marketing, product range and recipe mix in order to keep
customers engaged. This promotes customer loyalty and
purchase frequency, driving high recurring revenue. Further,
these insights enable us to successfully reactivate customers.
7
• We have achieved consistent growth in Active Customers
(40% between Q1 FY18 and Q3 FY21), and our average
orders per quarter (approximately 5.5 times per customer)
and Average Order Value (average net sales revenue per
delivery of ~$125) translates into a high (~$690) average
revenue per customer per quarter in FY21 YTD.
• We have achieved an uplift of 28.4% in delivery volumes
in FY21 YTD (compared to FY20 YTD) due to successful
customer led innovation, exceptional customer service and
the onset of COVID-19. This uplift in delivery volumes has
been driven by My Food Bag’s existing, loyal customers
(nearly 90% of FY21 YTD revenue has been contributed by
customers who have purchased over 6 orders, and this is
consistent with the previous comparable period).
• The improvement in customer purchasing behaviour and
increase in customers we have achieved this year to date
has strengthened our Active Customer base, and as such,
we believe the revenue uplift achieved in FY21 YTD reflects
an increase in sustainable, recurring revenue.
ROLLING DELIVERY VOLUMES BY FINANCIAL YEARS (000’S)
-
4Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q21
200
400
600
800
1,000
1,200
1,400
1,600
1,800
4. Established and scalable business
model supports significant earnings
growth and cash flow generation
• Our established platform facilitates scalable and profitable
growth while our brand equity and product offering
minimises the need for significant discounting to attract
new customers.
• Our strengthened procurement function has identified
significant operational efficiencies and product quality
improvements, driving Contribution Margin expansion.
• Historically we have delivered compound Pro Forma
EBITDA growth of 14.9% per annum (from FY18 to FY20)
and are forecast to deliver Pro Forma EBITDA growth of
74.5% in FY21 and a further 20.2% in FY22.
• Our asset-light model supports significant cash flow
generation, enabling dividend payments in the
Prospective Period (FY22 forecast gross dividend yield
of 5.0%) and future dividend growth potential in line with
earnings growth.
FY18
Pro Forma
18.4%15.0%10.6%9.1%8.3%
FY19
Pro Forma
FY20
Pro Forma
FY21
Forecast
FY22
Forecast
-
PRO FORMA EBITDA (NZD MILLIONS) AND MARGIN
10.0
20.0
30.0
40.0
12.4
13.9
16.3
28.5
34.2
FY22 forecast gross
dividend yield of
5.0
%
Note: Rolling delivery volume figures represent the last twelve months
of deliveries up to and including the end of each quarter shown
13

7. Sustainability is a key focus for us
• We use environmentally friendly packaging wherever
possible and order and pre-portion the exact amount of
food required, which almost eliminates supply chain food
waste and reduces excess packaging. By comparison,
supermarkets send approximately 23% of their waste to
landfill, which equates to 3kg per person every year.
10

• Approximately 80% of our ingredients by value are
delivered to our assembly centres in re-usable crates, boxes
are made from 47% recycled cardboard, wool insulation
liners are 100% compostable and biodegradable and we
predominantly use 100% water ice packs.
• We are committed to continuing to remove waste and only
work with suppliers who align themselves with our ethical
and environmental standards.
8 https://thefulldownload.co.nz/ecommerce-spotlight-december.
9 https://covid19.govt.nz/everyday-life/support-your-community/buy-local-to-support-locals/
10 University of Otago Food Science Department, 2020, study based on a sample of 16 supermarkets nationwide.
5. Demonstrated resilience
to competitive pressure
• We have continued to grow revenue and earnings, evident
in the growth in Active Customers since the arrival of
competition. This is despite the arrival of HelloFresh in
FY19, which resulted in growth slowing for a short period.
We continue to offer a portfolio of brands which is market
leading on quality and innovation at a range of price
points to suit Kiwi customers.
• Our chefs and in-house nutritionist have developed a
database of over 10,000 recipes that has been optimised
over time using customer feedback data with a focus on
using locally sourced ingredients to suit Kiwi tastes.
• Our Customer Love team are all based in New Zealand to
best serve our Kiwi customers.
6. Significant market tailwinds are
highly supportive
• Continuing trends towards online shopping, both in
New Zealand and elsewhere in the world, accelerated
by COVID-19 are positive for demand for My Food Bag.
The first ten months of 2020 have seen online shopping
spend in New Zealand grow by over 25% (compared
to 2019).
8
• Supporting this trend is an increased desire from
customers to favour trusted brand names selling
locally sourced goods, especially those with greater
supply chain transparency.
• Growing demand for food convenience and healthy
living combined with increasing levels of ‘goal-based’,
personalised eating solutions are key trends on which
we can leverage our brands.
developed with
locally sourced
ingredients to
suit Kiwi tastes
New Zealand Government promoting
‘buy local to support locals’
9
Supply chain designed to
minimise food waste
Over
10k
recipes
B
U
Y

L
O
C
A
L
S
U
P
P
O
R
T

L
O
C
A
L
S
14

8. Established platform to execute on pipeline of growth opportunities
• We have a proven record of successful growth since our inception in 2013, consistently bringing innovative
product ranges and recipes to market to cater to changing consumer food, demographic and societal trends.
• Our loved brands, large database of highly engaged customers, significant reach to New Zealand
households and proven capability to successfully execute innovative e-commerce solutions provides us a
strong platform to take advantage of industry trends to further our growth.
• We have a meaningful near term opportunity for continued leadership in the meal kit market and
expanding our food-based offerings to align to consumer trends and play a bigger part in customers’ lives.
• We have a significant opportunity to utilise the My Food Bag platform to disrupt the New Zealand business
to consumer market – for example, by expanding into the broader online food and grocery market.
MY FOOD BAG
PLATFORM
You can find information on the Risks to My Food Bag’s business and plans in Section 8 (Risks to My Food Bag’s business and plans).
BRAND
AWARENESS
CUSTOMERS
EITHER LIKE OR
LOVE THE BRAND
88%
85%
BRAND
TRACK RECORD OF
OPERATION AND
INNOVATION
E-COMMERCE PLATFORM
CAPABILITY
CUSTOMERS
FEEDBACK PROVIDING
INSIGHT INTO
CUSTOMER PREFERENCES
DATABASE
OF THE NEW ZEALAND
POPULATION
LOCAL SUPPLIER
RELATIONSHIPS
~
86%
PROVEN
SCALABLE
NATIONWIDE

COVERAGE
~
300K
CONTINUOUS
STRONG
15

Synonymous with meal kits in New Zealand, the My
Food Bag brand targets the broadest range of customers
and promises to help you get meals “Deliciously Sorted”
with a wide selection of product offerings.
Goal-based offerings designed to help customers
achieve goals whether it be weight loss or fitness
focused goals.
My Food Bag’s most accessible offering, providing
“Family Faves, Bargain Prices”. Designed to bring
quick, easy, affordable, tasty and healthy meals to
Kiwi households.
An important format differentiator to our meal kits.
Designed to offer an easier alternative to cooking,
MADE offers a range of fresh, ready-made meals that
only require heating.
Within the My Food Bag, Bargain Box and Fresh
Start brands we offer a variety of goal-based offerings
which assist customers to achieve a goal through their
diet. For example, the goal might be weight loss or
reducing meat intake.
To further cater to customer needs, when ordering My
Food Bag, Bargain Box and Fresh Start, customers
can add extra offerings to their bags, such as MADE,
My Fruit Box and Lunch. We also create innovative
seasonal and one-off bags within these brands to drive
customer demand and brand relevance, such as My
Christmas Bag and My Winter Wellness Bag.
Our brands
My Food Bag offers the broadest range of meal kit bags in New Zealand,
under three major brands, My Food Bag, Bargain Box and Fresh Start.
Under our MADE brand, we offer a range of ready-made meals. Each of
our brands has a different proposition to target a specific market segment.
TOTAL
DELIVERIES
FY21F
54
%
MY FOOD BAG
16
%
FRESH START
3
%
MADE
28
%
BARGAIN BOX
16

My Food Bag is the longest
standing meal kit brand in
New Zealand, with a value
proposition that targets
everyday New Zealanders. The
My Food Bag brand range has
an offer to suit all household
types and food preferences,
containing a diverse range of
recipes to answer the question
“What are we having for
dinner tonight?”
Designed in response to
consumer’s request for choice,
our latest innovation,
My Choice Bag, provides
customers with the flexibility
to choose between 3, 4 or 5
nights for 2 or 4 people, and
pick their recipes from 10
different options each week.
My Choice Bag
Pick from a selection of
10 recipes!
$10.00 - $17.50 per plate
$104.99 - $199.99 per week
My Family Bag
Kid friendly meals for the
whole family.
$8.75 per plate
$174.99 per week
My Gourmet Bag
Restaurant quality meals
made easy.
$19.12 per plate
$152.99 per week
My Gluten Free Bag
Delicious, gluten-free meals
for families.
$9.60 per plate
$191.99 per week
My Veggie Bag
Seasonally inspired
vegetarian recipes.
$11.58 - $16.00 per plate
$127.99 - $138.99 per week
My Plant Based Bag
Plant based recipes using
vegan ingredients.
$11.00 - $16.00 per plate
$127.99 - $175.99 per week
My Classic Bag
Classic meals (with a
Nadia twist).
$10.00 - $20.60 per plate
$102.99 - $199.99 per week
PeopleNights
244
PeopleNights
2344
PeopleNights
23454
PeopleNights
12354
PeopleNights
54
PeopleNights
54
PeopleNights
42
17

New Zealand’s most affordable meal kit available
nationwide, providing “Family Faves, Bargain Prices”.
Bargain Box was launched as a separate brand to My Food
Bag in June 2016 and is our lowest priced offering.
Bringing convenient, affordable, flavoursome and healthy
meals to New Zealand’s households, Bargain Box recipes
are designed to be consistently priced below supermarkets
(for the equivalent quality ingredients) on a delivered, per
portion basis, providing the best value for money option of
its kind.
Bargain Boxes offer variety for customers, typically including
at least one beef meal, one chicken meal and a pork meal
each week. Promoting nutrition, Bargain Box uses premium
free-range meat and plenty of fresh vegetables. All meals
strive to live up to the “Family Faves” promise using the
highest quality ingredients in crowd pleasing recipes. Recipe
ratings help us ensure meals are designed to suit the whole
family, including children.
Fresh Start was launched in April 2017 and is a great
example of our approach to helping people achieve their
goals through diet. Fresh Start currently offers meal kits
designed to help customers achieve their weight loss goals
with the tagline “Lose weight the delicious way”.
Fresh Start recipes are designed by chefs and our in-house
nutritionist to be refined sugar free, made with mostly
unrefined and minimally processed carbohydrates, naturally
lower in both gluten and dairy, and to provide protein from
both lean meat and plant-based sources.
Fresh Start customers have the option to join the free Fresh
Start Programme. The Fresh Start Programme has driven
customer loyalty and brand love. Once enrolled in the
programme, customers are sent weekly emails providing
motivation and education from our nutrition team as well as
milestone rewards on a four and eight-week basis. They also
receive an invitation to join our closed Facebook group for
additional community support from both My Food Bag and
their peers on the programme. Since the launch of the Fresh
Start Programme more than 16,000 customers have
participated, enjoying the high level of support and
accountability the programme offers.
Fresh Start Lite
450 calories or less &
reduced carbs
$10.80 - $23.40 per plate
$116.99 - $215.99 per week
Bargain Box
A cost-effective option
for families.
Bargain Box Veggie
Family friendly vegetarian recipes.
$6.10 - $14.66 per plate
$87.99 - $182.99 per week
$8.50 - $14.17 per plate
$84.99 - $101.99 per week
PeopleNights
1254
PeopleNights
234
PeopleNights
24356
18

MADE was established in July 2019 and offers customers
an easier alternative to cooking – delivering a range of
ready-made meals that just require heating.
MADE complements our existing meal kit offering and
targets a demographic outside of our core meal kit market.
The offering also provides another way to drive customer
reactivation.
The ready-made meal market is a growing market globally,
and ready-made meals cater to older singles and couples
looking for a break from cooking as well as customers
aged between 20 and 30 years old (typically time poor
professionals with a higher discretionary spend).
MADE meals are offered as a weekly subscription, can be
added as an extra by My Food Bag, Bargain Box and
Fresh Start customers, and are also a popular option within
My Choice Bags.
The meals are available in 1, 2 and 4 person portions, and
are ready-made in small batches by our three supply partners
using premium fresh and free range ingredients. These meals
are delivered to our assembly centres fresh, packed into bags
and are delivered to customers chilled, not frozen.
Seasonal and one-off bags
My Food Bag continues to innovate and offer seasonal or
one-off bags to drive customer demand and brand relevance,
including:
• My Christmas Bag: My Food Bag’s range of Christmas
bags has been a popular offering, and is designed to feed
the whole extended family at Christmas. Each year it is
launched in October, and caters to approximately 100,000
people for Christmas dinner.
• My Winter Wellness Bag: Seasonally inspired winter meals
offered from around April each year, typically for a 5 month
period. This bag combines slow cooker meals with roasts
and winter comfort foods, and in 2020 had the added
aspect of “wellness”.
• My Back-up Bag: Long life, shelf stable ingredients offered
to customers in response to New Zealand’s COVID-19
lockdown. The bag was offered as a one-off purchase, no
subscription required.
• Other one off and seasonal bags have included My BBQ Bag,
My Valentine’s Date Night Dinner Bag and My Baking Box.
MADE
Choose
your meals
12 different
delicious &
nutritious meals
to choose from
We deliver
Hand-made
and delivered
fresh & fast
Heat & eat
Nothing frozen,
just pop in
microwave
or oven
Repeat
Change meals,
skip a week or
cancel anytime
nutritious heat and eat meals
Option to select:
$12.99 - $15.99 per plate
$63.96 - $155.88 per week
+ $10 delivery
Buying MADE as a single subscription
HOW MADE WORKS
46912
19

Our recipes
Nude Food
Our recipe development is guided by Nadia Lim’s Nude
Food philosophy, “Eat real food that comes from the ground,
sea and sky, and less from factories”. It guides our choice of
ingredients and suppliers as well as the recipe design for all
of our products. Nadia is a co-founder and shareholder in
My Food Bag, and she has played an important role in the
Company since its inception.
Development Kitchen
The Development Kitchen is central to My Food Bag, typically
developing more than 20 unique recipes each week. The
talented and passionate team of 18 is made up of chefs, food
stylists, photographers, a New Zealand registered nutritionist
and a recipe editing team. The team offers a diverse skill set
with experience ranging from professional chefs in leading
restaurants, to private chefs on super yachts, to cookbook
authors, bakers and caterers.
Menu planning and recipe development is completed six weeks
in advance of delivery. Having developed a bank of more than
10,000 tried, tested and rated recipes, we have a strong data-
driven focus on creating delicious inspiring recipes each week
that keep customers engaged in our product. In line with the
Nude Food philosophy we prioritise in-season local ingredients,
free range poultry, using 98% New Zealand produce. The
Development Kitchen’s in-house New Zealand registered
nutritionist ensures all menus are nutritionally balanced and all
ingredients meet our standards for additives and preservatives.
A key driver of our success is the recipe ratings provided by
our customers. Each week we receive ~8,500 recipe ratings.
Customers rate their recipes out of 5 and give comments,
providing feedback for the Development Kitchen team. An
average score is maintained for each recipe, providing a steady
flow of feedback as to what customers like and dislike. This
directs future recipe development and contributes to a culture of
continuous improvement and much loved recipes for customers.
The Development Kitchen process is also guided by data
analytics of each recipe, to generate ongoing value
optimisation while driving purchase frequency.
The Photography Kitchen is a state-of-the-art studio with the
capability to capture still and video imagery. Our team create
all imagery for recipe cards, website, social media platforms
and promotional content, shooting 40+ recipe images per week.
AVERAGE RECIPE RATING FY18 - 3Q FY21 (RATINGS OUT OF 5)
3.85
3.80
3.90
3.95
4.00
4.05
4.10
4Q183Q182Q181Q181Q192Q193Q194Q194Q201Q201Q212Q202Q213Q203Q21
20

Our customersOur customers
Growing Active Customer base
The number of Active Customers has steadily increased during
recent years due to our track record of successful customer led
innovation, exceptional customer service and, in FY21 YTD, the
onset of COVID-19. Despite growth in Active Customers slowing
for a short period following the arrival of HelloFresh in FY19,
our Active Customer base has continued to grow. We expect to
continue to grow our Active Customer base, drive order frequency
and increase customer engagement through expansion of our
existing offerings (including our recent goal-based offerings and
My Choice Bag) as well as introducing new brands, products,
attractive new one-off bags, seasonal offerings and including free
bonus products in bags to surprise and delight customers.
We have a geographically diverse
customer base with customers located
throughout the country, as far north as
Kaitaia and as far south as Bluff. This
is supported by a nationwide delivery
network which allows us to service ~86%
of the New Zealand population by
partnering with New Zealand Post.
Customer Retention Analysis
There has been an uplift in My Food Bag’s Active Customers in
FY21 YTD due to new product development and a pull forward in
demand resulting from COVID-19.
• The retention rate and average order frequency of Acquired
Customers in FY21 YTD has been in line with My Food Bag’s
FY20 YTD (the prior comparable period) Acquired Customers.
• The retention rate of Reactivated Customers has strengthened
in FY21 YTD, with Reactivated Customers taking on average
0.5 more deliveries in their first 13 weeks of reactivation
(compared to the FY20 YTD prior comparable period).
• The order frequency of Retained Customers (who account for
~60% of total Active Customers) is a key driver of My Food
Bag’s delivery volumes and revenue. Order frequency of
Retained Customers has increased and been sustained at a
higher level in FY21 YTD.
Although there has been a significant uplift in Active Customers in
FY21 YTD, Retained Customers have remained stable at ~60%
of total Active Customers. Overall the combination of the uplift in
Active Customers and improvement in average order frequency
during this period (including following New Zealand returning
to lower Alert Levels) provides My Food Bag the confidence that
the uplift in delivery volumes and revenue is sustainable over the
forecast period.
Acquired and Reactivated Customers
Average Retained Customers (per FY)
Retained Customers
Average Active Customers (per FY)
TOTAL ACTIVE CUSTOMERS SPLIT (000’s)
4Q183Q182Q181Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q21
20
40
60
80
-
CUSTOMER GEOGRAPHICAL SPLIT
1
1
1HFY21 split by total delivery
South Island
(ex Canterbury)
16%
Upper North Island
(ex Auckland)
13%
Auckland
30%
Lower North Island
(ex Wellington)
8%
Canterbury
17%
Wellington
16%
21

Our marketing
strategy
A
C
Q
U
I
R
E

&

R
E
A
C
T
I
V
A
T
E
Marketing activities
Our marketing initiatives primarily consist of the following three
types of activities, all supported by our data insights:
Customer acquisition cost return on
investment
My Food Bag’s profitability is supported by strong customer
acquisition economics, with a customer acquisition cost (CAC)
payback period of ~3 months. Lifetime customer value (LTV)
displays consistent growth, reaching ~6.2x the CAC after 5
years, delivering a strong payback on customer acquisition.
11

Promote and encourage families to cook, bake, eat together and share quality time
because we believe ‘dinner makes families’ and supports our overarching purpose.
Ongoing commitment to supporting and showcasing New Zealand suppliers.
Partnering with local New Zealand charities and organisations to create better, healthier
communities including Garden to Table, City Missions and Kaibosh Food Rescue. A meal
kit developed for the Ministry of Social Development was piloted in 2019.
A variety of promotional
activities are employed
to encourage trial and
reactivation.
Segmentation of the
customer database is
used to ensure
reactivation offers are
appropriately targeted.
Automated
communications are in
place to ensure lapsed
customers receive timely
encouragement to
re-purchase.
Free bonus products are
regularly placed into
bags to surprise and
delight customers, which
also provides us with
the opportunity to
build relationships
with like-minded
Kiwi companies.
We run various
loyalty programmes
through the year.
B
U
I
L
D

B
R
A
N
D
S

K
I
W
I
S

L
O
V
E
B
U
I
L
D

L
O
Y
A
L
T
Y
ENGAGING
WITH OUR
CUSTOMERS
11 LTV calculated using FY21 forecast Contribution Margin. CAC represents all acquisition costs and includes total annual marketing spend (discounting, marketing cost
of goods sold and general advertising) per customer acquired.
Acquisition3M12M24M36M48M60M
~1.1x
~2.2x
~3.3x
~4.2x
~5.1x
~6.2x
CUSTOMER ACQUISITION RETURN ON INVESTMENT
Customer acquisition costLifetime customer value
22

BRAND AMBASSADOR
NADIA LIM
Nadia Lim is a co-founder and shareholder in My Food Bag, and is
well known in New Zealand for winning MasterChef New Zealand in
2011. Nadia has a Bachelors degree in Applied Science, majoring
in Human Nutrition and a post-graduate Diploma in Dietetics from
The University of Otago, and was a registered dietitian for 12 years.
Nadia’s Nude Food philosophy continues to guide My Food Bag’s
recipe development. Over the last few years, Nadia’s main activities
for My Food Bag have included video and photo shoots, events,
publicity interviews and promoting My Food Bag activities on her
social media platforms.
Nadia has a Brand Ambassador Agreement with My Food Bag which
expires in November 2023. This agreement provides for the usage
of Nadia’s ‘Nude Food Philosophy’ into perpetuity by the Company.
23

Marketing channels
We utilise multiple channels to communicate the My Food Bag
story, and promote our strong and growing brands:
1. DATABASE MARKETING
We have maintained a comprehensive database of customers
and their activities since inception of the business. Having
developed a sophisticated customer segmentation model, which
divides customers into segments based on past purchasing
behaviour, we have the ability to tailor messaging and create a
more personalised and commercially optimised user experience
which improves customer engagement and purchasing frequency.
Our primary form of communication to our customers is via email
with very high open rates reflecting high levels of engagement.
2. SOCIAL MEDIA
Social media (Facebook and Instagram) is a key pillar in the
advertising strategy used to achieve direct and cost-effective
customer communication. We have social media accounts for
all brands (My Food Bag, Bargain Box, Fresh Start and MADE)
as well as closed groups for our goal-based groups (i.e. Facebook
groups for our vegetarian and Fresh Start customers) which
customers are invited to join. In total we have over 350,000
followers across our various brand accounts and this large and
growing social presence drives website visits and promotes
on-going brand engagement, which we believe provides a
valuable source of new customers.
3. SPONSORSHIPS & INFLUENCERS
We have a network of social influencers, brand ambassadors and
media personalities who are used to promote our brand portfolio.
These ambassadors include a diverse mix of high-profile sports
people, popular television and radio personalities and some
of New Zealand’s largest social media influencers. Partnership
arrangements depend on the influencer and specific campaign
and include activities ranging from social posts to featuring in
advertising campaigns and recipe collaborations.
4. PAID MEDIA
My Food Bag uses paid media strategically to boost brand
awareness and communicate key messaging. An optimised blend
of digital, radio, outdoor and television is used depending on the
specific brand and campaign objectives.
My Choice TVNZ Ad
Bargain Box TVNZ Ad
24

Customer Love Team
A key strength of the business is our New Zealand based award-
winning Customer Love team with a proven track record of
delighting our customers, a growing strength in outbound selling
and providing us with rich customer insights. The value of the
Customer Love team is illustrated through the following areas:
1. QUALITY
• Customer Satisfaction, measured by surveys and ratings
on a weekly basis, often scores over 80%, which is ahead
of the US benchmark of 74.4%.
12
• 2017 Westpac Business Excellence Awards – Excellence
in Customer Service.
• 2019 Readers Digest Award for Best Customer Service in
Meal Kits (My Food Bag Gold, Bargain Box Silver).
• The team is based in our Auckland head office, enabling
them to easily collaborate responses with different
business functions.
2. CAPABILITY
• Customer Love helps customers with a range of questions
from customer account to delivery queries.
• The mix of permanent, part time and casual staff allows
the team size to flex to meet demand as required.
• Capability for both inbound queries and outbound sales
supported by plans to extend further through automation.
• Multi-channel communications – email is the primary form
of inbound contact, followed by phone, chat and social
(social and email have grown as channels year-on-year).
Excellence in
Customer Service
Westpac Auckland
Business Awards
12 U.S. Overall Customer Satisfaction Average Score, American Customer Satisfaction Index, Q3 2020.
11 Dec
20
18 Dec
20
25 Dec
20
1 Jan
21
8 Jan
21
15 Jan
21
83%
82%
83%
86%
84%84%
WEEKLY CUSTOMER SATISFACTION SCORE
25

Our operating cycle
and distribution channels
Weekly Operations Cycle
We operate a weekly business cycle, with orders for the following
week’s delivery ‘locked’ on a Sunday night, ingredients arriving
to our assembly centres on Tuesday through Friday, and items
‘picked and packed’ on Thursday and Friday prior to being
delivered to customers.
Monday
• The billing run is
made and customer
money received
• My Food Bag’s
procurement
team review and place
orders with suppliers
Tuesday & Wednesday
• Ingredients begin to arrive at our assembly centres in
Auckland & Christchurch, with the majority arriving
on-site on Wednesday and Thursday. Other ingredients
are delivered as late as Friday to ensure freshness
• Ingredients sourced from more than 200 suppliers
Thursday
• Picking and
packing
commences
mid-morning
• 30,000+
boxes picked
and packed
per week
Saturday
• Picking and packing
concludes
• Boxes are transported
to distribution depots
around the country
• Delivery made to
customers electing
Saturday delivery
• Bargain Box & MADE
deliveries begin (via
the NZ Post overnight
network)
Friday
• Staging commences to
get boxes ready for pick
up from the Auckland
and Christchurch
assembly centres
Sunday
• My Food Bag & Fresh
Start branded boxes are
delivered to customers
via New Zealand Post’s
exclusive Sunday network
(with some deliveries on
Monday via NZ Post’s
overnight network)
• Customers are sent
a text to inform them
of delivery details
1
76
3
4
5
2
Sunday Evening
• Subscribers have until
11:59pm to adjust their
orders for the following
week’s delivery.
• Orders can be changed
through both the website
or mobile app
26

Supply Chain Overview
We operate a largely outsourced and asset light supply chain
model, while always maintaining close oversight across
supply and delivery.
FOOD SUPPLIERS
We are dedicated to sourcing the freshest local produce, meat
and fish, by working closely with some of New Zealand’s best
food suppliers. My Food Bag exclusively provides free range
and sustainably farmed products across its entire portfolio
of brands.
FLEXIBLE SUPPLIER RELATIONSHIPS
We operate a ‘source-to-order’ model: purchase orders are
placed with suppliers on a weekly basis at the exact levels
required to match customer orders (allowing for a small buffer
of stock) to minimise waste and thus drive efficiency.
Through our ERP System, our purchase orders are
automatically generated based on the associated customer
orders for the week and sent out to suppliers on a Monday.
Items begin arriving at our chilled assembly centres on
Tuesday afternoon, and continue arriving as needed through
to Friday.
We have formed close relationships with our suppliers,
sharing demand and supply forecasts several weeks in
advance. If any supply issues are encountered, we have the
flexibility to adapt and respond with a range of different
recipe choices. Whilst current suppliers sign up to our
Approved Supplier Programme, smaller suppliers are
generally not contracted, providing us with greater flexibility.
FOOD
SUPPLIERS
ASSEMBLY
CENTRES
NETWORK OF
DISTRIBUTION
DEPOTS
OVERNIGHT
& EXCLUSIVE
DELIVERY
NETWORK
27

ASSEMBLY CENTRES
We operate from three chilled assembly
centres, two located in Auckland to
service the North Island and one in
Christchurch to service the South Island,
strategically positioned to provide
logistical efficiencies, giving us the
opportunity to reduce food miles and
gain greater delivery certainty during
weather events. At all of our centres,
physical capacity exceeds the current
and forecast output by a material
amount.
One of our key differentiators is that our
South Island assembly centre reduces the
carbon mileage for bag delivery relative
to only having one centre in Auckland.
Bags are distributed by long haul
freight partners from the Auckland and
Christchurch centres to approximately
30 depots across the country, before
finally being delivered to customers
weekly during select delivery windows
between Saturday and Monday.
At all assembly centres, picking and
packing labour is outsourced, providing
us with the ability to scale up and down
to meet demand. Each week over 500
shifts are undertaken by temporary
picking staff. The arrangements with the
temporary staffing agencies are flexible
in nature and allow us to optimise our
labour plan each week based on the
volume and range of bags sold.
We are currently securing
a new fit for purpose
facility in Christchurch.
Highbrook,
Auckland
Lease term: Jan 2023
Chilled area: 1,121m
2

Bag capacity: 10,000 per week
Pallet spaces: 290
Distribution area: North Island
Depots utilised: n/a
Highbrook stock is delivered
only to New Zealand Post’s
Auckland Courier Post Depot
Brigade Road,
Auckland
Lease term: Oct 2026
Chilled area: 3,357m
2

Bag capacity: 24,300 per week
Pallet spaces: 718
Distribution area: North Island
Depots utilised: 21
Matipo Street,
Christchurch
Lease term: Until Jan 2022
Chilled area: 2,459m
2

Bag capacity: 15,700 per week
Pallet spaces: 400
Distribution area: South Island
Depots utilised: 9
28

PICKING AND PACKING
We maintain full oversight of operations to ensure adherence
to quality control and food safety standards are met. Our
picking operations are largely manual, with workers typically
responsible for packing specific items into each bag. This
ensures a high pick accuracy and acts as a quality control
mechanism. My Choice Bags are picked on a separate line
from the standard bags due to the different picking process
that is utilised.
The picking and packing function is constantly evolving using
data and is subject to frequent review with a stringent focus on
efficiency, accuracy, cost reduction and product quality. Worker
engagement remains strong with high pick rates and accuracy.
OVERNIGHT AND EXCLUSIVE DELIVERY NETWORK
We have a strong relationship with distribution partner
New Zealand Post, recently renewing their contract for a
further five years until May 2025. We utilise New Zealand
Post’s depots and distribution network to transport our bags.
Along with providing ongoing logistics support, New Zealand
Post operates a currently exclusive, Sunday delivery service
for our bags. We also deliver bags to customers on a
Saturday and Monday through New Zealand Post’s standard
overnight delivery network. Utilising this overnight network
further expands our delivery footprint and allows My Food
Bag to reach ~86% of the New Zealand population.
New Zealand Post have also typically set up bespoke
delivery capabilities to service My Food Bag customers for
My Christmas Bags, as well as long weekends, to ensure
on-going deliveries and support our one-off products.
“ New Zealand Post has enjoyed being a long-standing distribution
partner of My Food Bag, working collaboratively with them to
grow their business. I am particularly proud of the way our teams
work seamlessly together to deliver the exceptional delivery
service My Food Bag customers have come to expect.”
David Walsh (New Zealand Post CEO)
29

FOOD SAFETY
My Food Bag is subject to the National Programme Level
3 (guidelines set out by the Ministry for Primary Industries)
as a retailer which handles food but does not prepare or
manufacture food. MPI complete business and site audits
of National Programme Type 3 once every two years.
Since 2017 we have had 8 MPI audits across our sites.
To date we have had minimal non-conformances flagged
during these audits and no non-compliances.
We also require our suppliers to meet a strict prescribed code
of conduct outlining food safety, ingredient and operational
requirements.
We also regularly review and audit our food handling settings
to ensure procedures meet the recommended standards.
We maintain a direct line of contact with customers, so that
any issues are immediately identified and remedied. This is
supported by a Serious Incident Register to record reported
customer complaints relating to food quality and concerns.
HEALTH AND SAFETY
We adopt a systematic approach to the management of
health and safety and have comprehensive health and safety
documentation in place. Detailed health and safety policies,
standards and procedures are implemented alongside hazard
and risk management processes, including an incident
notification and management system. We encourage active
involvement by directors, management, employees and
contractors to participate in improving health and safety
within our organisation.
My Food Bag has a Total Recordable Injury Frequency Rate
(TRIFR)
13
of 4 which is better than the current New Zealand
benchmark of 5.4.
14
We focus internally on critical risks,
with a strong emphasis on managing risks. For example,
we manage the risk of operating moving equipment inside
assembly centres safely through the use of an Infolink forklift
tracking system and by distancing equipment like forklifts
from workers, while also adopting strict traffic management
and separation procedures. Each site operates a Health
and Safety Committee which meets monthly and our senior
leadership team and Board are active participants in our site
safety audits.
COVID-19 PROTOCOLS
In response to COVID-19, we designed and implemented
the My Food Bag COVID-19 Prevention and Control Protocol
which outlines the actions we take to prevent and control the
transmission of COVID-19 throughout all of the New Zealand
Government’s COVID-19 Alert Levels. Our protocol ensures
minimal adjustment would be required if New Zealand were
to re-enter Alert Levels 3 or 4.
13 TRIFR is calculated by taking the number of injuries resulting in medical treatment or lost time, multiplying this number by 200,000 to standardise for business size
and then dividing by the number of hours worked in a month. It is then averaged over 12 months and is reported as a rolling 12 month figure.
14 Business Leaders’ Health & Safety Forum 2019 Benchmarking Report.
30

Digital and Technology
Infrastructure
Our highly scalable e-commerce infrastructure
has been developed and is supported by
our talented in-house digital team. This
infrastructure provides the business with the
ability to quickly bring new product offers
to market, to scale as the business continues
to grow and to evolve into new product
categories.
Our websites, account area and mobile
apps are the three key interaction points with
customers, all residing on our e-commerce
platform. Currently we see a high percentage
of Active Customers using the app on a
monthly basis. Constantly looking for ways to
improve the overall customer experience, we
embarked on an app upgrade project in 2020
to re-design and build a new mobile app
experience, expected to go live in 2021.
Our recently implemented ERP System, Infor,
fully integrates all business activities and
introduces a heightened layer of controls to
support recipe development, data integrity
and greater margin visibility.
Our supporting
infrastructure
31

Our environmental, social
and governance focus
We have implemented a comprehensive Approved Supplier
Programme and are only willing to partner with suppliers who
pledge to meet this prescribed code of conduct. In addition
to food safety, ingredient and operational requirements, this
document underpins a supplier’s commitment to ethical and
sustainable business practices such as:
• Exclusive use of free range, free farmed meat and animal
products
• Fair worker remuneration and labour rights
• Suppliers will operate a Health and Safety management
system compliant with the Health and Safety at Work
Act 2015, associated regulations and relevant codes
of practice
• Bribery and corruption free business practices
• Products free of harmful preservatives and/or additives
Additionally, all supply partners are required to run extensive
Food Control Plans or National Programmes, aligned to the
Food Act 2014. Gluten-free suppliers must also follow strict
gluten testing programs and are regularly audited.
We are continually striving to reduce waste in all parts of the
business as we make progress towards reducing our overall
environmental impact. Approximately 80% of our ingredients
by value are delivered to our assembly centres in re-usable
crates, avoiding the use of cardboard and other materials.
Packaging is fit for purpose, ensuring that we do not use more
plastic than needed. Each week any unused bags are given
to families in need and any food left over from recipe tests is
collected by Kiwi Harvest. We also have relationships with
a range of other charitable organisations, including Kaibosh
Food Rescue and the Auckland, Wellington and Christchurch
City Missions.
We use sustainable packaging where possible. Boxes are
made from 47% recycled cardboard, some ingredient
packaging is biodegradable, wool insulation liners are 100%
compostable and biodegradable, MADE meals are packaged
in recyclable PET trays and the ice packs we predominantly
utilise are filled with 100% water. This sustainable approach
is also front-of-mind in the selection of business partners – we
only work with suppliers who align themselves with our ethical
and environmental standards.
We launched a charitable partnership with Garden to Table
in 2020. Garden to Table is a charity which advocates for
learning through the growing of vegetables in New Zealand
primary schools. We collect donations for Garden to Table
from our customers via our websites. To date, we have
collected more than $10,000 for Garden to Table – enabling
hundreds of Kiwi kids to join the programme.
32

Kiwi Harvest is
a national food
rescue charity
collecting leftover
food from recipe
waste before it
goes to waste and
distributing it to
those in need
“ The Auckland City Mission has enjoyed
a long-standing relationship with My
Food Bag. The high quality produce
and ingredients we receive from My
Food Bag throughout the year form a
valuable part of the food parcels and
meals we create for our ever growing
number of clients. Additional to this
weekly contribution, My Food Bag
also run an annual Christmas gift drive
and the generosity of their customers
always astounds us and ensures we
can bring a little Christmas cheer to
many families in need.”
Chris Farrelly, City Missioner
33

From chefs in the Development Kitchen
to our award-winning Customer Love
team, our people have a strong focus on
delivering for our valued customers. We
have around 200 employees (approximately
182 full time employees) across Auckland’s
head office and our three assembly centres.
Our team is well-balanced with 54% women
and 46% men.
Our team has a strong sense of common purpose, pride
in our organisation and a shared commitment to My Food
Bag’s success. Our teams are flexible and agile, excited by
quick execution as well as long-term thinking and continuous
improvement. The business has a number of unique rituals
and benefits that provide numerous opportunities for teams
to connect and for the business to recognise individual, team
and business achievements.
Wellbeing is top of mind at My Food Bag, with access to
the employee assistance programme (EAP) and a dedicated
Wellness Committee to support our team. We have a highly
supportive parental leave programme and a commitment to
paying the Living Wage. Our staff also receive a generous
discount on all of our product range and are given their
birthday as an additional day of annual leave. In addition,
more than 90% of eligible staff participate in the annual
engagement survey with scores consistently high.
Our people
and culture
34

My Food Bag Rituals:
Foodie Name
Every staff member is invited to choose
a unique foodie middle name.
Company Meals
Fortnightly on Mondays we provide lunch for the
staff in our Auckland head office. Each shift of the
Auckland Operations team also hosts a fortnightly
meal specific to their shift.
Love Box
Held fortnightly in our Auckland head office this
ritual is focused on peer-to-peer recognition in the
form of “love notes”. Peers recognise anyone who
has gone above and beyond and each love note
recipient gets a spin on the Winning Wheel!
Bacon Bites
Every week the CEO (Kevin Bacon Bowler)
ends out his ruminations on the week via his
Bacon Bites email to all staff nationwide.
35

20172018201920202021202220232024
4.4
4.7
5.0
5.3
5.6
5.9
6.1
6.3
NEW ZEALAND ONLINE RETAILING (NZD BILLIONS)
Source: Ibis World Report: Online Shopping in New Zealand (October 2019)
The New Zealand meal kit and ready-made meals markets
are part of New Zealand’s online food delivery industry and
the wider $37 billion retail food sector.
15
Consumers buy meal kits and ready-made meals for a range
of reasons, including convenience, access to healthy and
nutritious meals, to achieve diet-based goals (such as weight
loss), cost benefits compared to alternative grocery shopping
methods and food waste reduction.
My Food Bag expects that growth in New Zealand’s meal
kit and ready-made meal markets, each a relatively new part
of the national food retail market, will be driven by a variety
of factors including increasing consumer preference and
propensity to buy online, and changing food, demographic
and societal trends. These same trends are driving growth in
meal kit and ready-made meal markets in developed countries
overseas (such as Australia and the United States).
ONLINE RETAIL AND GROCERY TRENDS
The New Zealand meal kit sector is still a relatively new
part of the national food retail market, although is expected
to grow as online retail, and in particular, online grocery,
continues to increase as a preferred channel throughout
the country.
The industry
Online retail
New Zealand online retail spending has steadily increased as
Kiwis have progressively shifted their shopping online.
15 This encompasses grocery sales, food and beverage services i.e. café, restaurant and takeaway spend, and specialised food retailing (e.g. butchers).
Stats NZ - Sales and stocks by industry, in current and constant prices (SAFC) (Annual-Mar) in the year ended 31 March 2020.
16 Ibis World Report: Online Shopping in New Zealand (October 2019).
17 https://thefulldownload.co.nz/ecommerce-spotlight-december.
18 New Zealand Post e-commerce Spotlight (October 2020).
19 New Zealand Post e-commerce Spotlight (August 2020).
Prior to COVID-19, New Zealand online retail spending was
forecast to grow at a Compound Annual Growth Rate of
4.7% between 2020 and 2024.
16
However, the impact of
COVID-19 has increased consumer preference and propensity
to buy online. In New Zealand, the first ten months of 2020
have seen online shopping spend grow by over 25%.
17

Furthermore, online shopping remained up ~22% year-on-
year in the month of September 2020 (despite New Zealand
returning to lower Alert Levels), indicating a permanent
change in New Zealand consumer behaviour.
18

The uplift in New Zealand’s online retail spending is driven by
three key factors:
• An increase in the number of people shopping online –
there were 172,000 new online shoppers in the six-month
period to 30 June 2020.
19

• Consumers buying more online – online transactions per
shopper in June 2020 were up 6% Year on Year.
19
• Consumers spending more per purchase online – the
average spend per transaction was up 7% in the
six months to 30 June 2020 compared to the prior
comparable period.
19
36

US eCOMMERCE SALES AS A % OF TOTAL US RETAIL SALES
20182019202020212022
13.7%
15.2%
16.9%
20.0%
18.7%
22.5%
20.6%
24.0%
Source: US Census Bureau, Euromonitor, Prologis Research forecast
Pre-pandemic
Post-pandemic
While New Zealand’s online retail spending has been
increasing, it remains a small proportion of total retail
spending. For the six months ended 30 June 2020, online
retail spending as a proportion of total retail spending was
11.6%, representing a large opportunity for further growth.
20

Further, New Zealand’s online retail spending growth rate
and penetration of total retail spending has lagged that of
other developed markets, for example the United States.
Prior to COVID-19, United States e-commerce sales as a
percentage of total retail sales was forecast to increase from
16.9% in 2020 to 20.6% in 2022. However, the impact of
COVID-19 on consumer purchasing behaviour is forecast
to accelerate this growth to achieve e-commerce sales as a
percentage of total retail sales of 20.0% in 2020 and 24.0%
in 2022. As a less developed online retail market, over time
New Zealand’s online retail spending is expected to reflect
the trends experienced in the United States.
20 New Zealand Post e-commerce Spotlight (July 2020).
21 In 2019 New Zealand Post estimated that online spend accounted for 4% of total sector spend. 4% has therefore been applied to the 2020 Statistics New Zealand
total New Zealand food retail sales figure. Total New Zealand food retail sales figure.
SPECIALITY FOOD GROCERIES AND LIQUOR
WEEKLY ONLINE SPEND
Source: NZ Post eCommerce Spotlight (August 2020)
2020
2019
$50m
$40m
$30m
$20m
$10m
$0m
JanFebMarAprMayJun
First case
Level 4Level 3Level 2Level 1
Border
closes
New Zealand food retail sales are worth approximately $37
billion (refer to New Zealand Food Retail Sales chart). While
New Zealand online food retail sales are growing (increasing
from 3% to 4% between 2018 and 2019), online food retail
sales currently account for just ~$1.5 billion of this value,
21

signalling significant upside for further online food retail
sales growth.
The supermarket and grocery industry in New Zealand is
currently dominated by two key players, Foodstuffs and
Woolworths, both of whom also offer an online delivery service.
Both players have over 400 stores and 180 stores respectively.
There are also a range of other boutique grocery stores and
specialist retailers, including Farro and Huckleberry, which
provide an online delivery service.
20162017201820192020
Source: Stats NZ - Sales and stocks by industry, in current and constant prices (SAFC)
(Annual-Mar)
Supermarket & grocery stores
Specialised food retailing
Food & beverage services
Liquor retailing
NEW ZEALAND FOOD RETAIL SALES (NZD BILLIONS)
18
10
19
10
20
11
21
12
22
12
2
2
2
2
2
2
2
1
1
2
Online grocery market
During 2020, New Zealand’s weekly online spend on specialty
food, groceries and liquor increased significantly due to the
impact of COVID-19 and continued at elevated levels compared
to 2019 despite New Zealand returning to lower Alert Levels,
demonstrating changing consumer behaviour and
a preference to shop for groceries and liquor online.
37

THE MEAL KIT MARKET
New Zealand’s meal kit industry primarily comprises three key competitors, My Food Bag, German-based
global meal kit delivery company HelloFresh, and New Zealand meal kit delivery company Woop,
although a number of other companies produce meal kit based bags, ready-made meals, or meat and
fresh produce bags.
NameMy Food BagHelloFreshWoop!
Launched in
New Zealand
201320182015
Ownership
Expected to be NZX and ASX
listed on completion of the Offer
Publically Listed (Frankfurt,
Germany)
New Zealand Private
Location of Customer
service team
New ZealandPhilippinesNew Zealand
Location of Recipe
Development team
New ZealandAustraliaNew Zealand
New Zealand
Assembly Centres
311
Delivery
~86% of the New Zealand
population
84% of the New Zealand
population
Major New Zealand
metropolitan areas
Persons serviced
1-62-41-4
Meal kit offering
✓✓✓
Heat and eat offering
✓
Weight Loss Meal
kit offering
✓
Price per plate range
Including shipping
$6.10 to $23.40$8.49 to $15.66$12.44 to $31.67
Offerings
(in New Zealand)
My Choice, My Classic,
Fresh Start Lite, My Family,
My Veggie, My Plant Based,
My Gourmet, My Gluten Free,
Bargain Box, Bargain Box
Veggie, MADE
Meat & Veggies, Veggie, Family Classic, Foodie, Balance,
Vegetarian, Gluten-free
The above table compares My Food Bag’s direct competitors in the New Zealand meal kit delivery
market. It does not include New Zealand supermarkets, who currently do not have large scale
meal kit delivery operations.
38

As market size or forecast market growth information is not
readily available for the New Zealand meal kit market, the
global, United States and Australian meal kit markets are
discussed below.
Prior to COVID-19, the global meal kit market was forecast to
increase at a Compound Annual Growth Rate of 17.1% from
2017 to 2024.
22
That predicted growth will likely be further
accelerated as a result of COVID-19. Given total online spend
on meal kits only contributes 9% of total online food and
grocery spend (pre- COVID-19), there is likely to be material
growth potential within the global meal kit market.
23
As the conversion of consumers to online food retail as a
proportion of total food retail continues to rise, the meal kit
industry is well placed to benefit from additional demand for
its product.
New Zealand’s meal kit industry primarily comprises three
key competitors, My Food Bag, German-based global meal
kit delivery company HelloFresh, and New Zealand meal
kit delivery company Woop, although a number of other
companies produce meal kit based bags, ready-made meals,
or meat and fresh produce bags.
THE READY-MADE MEAL MARKET
In 2019, the global ready-made meal market was valued at
USD 159.2 billion.
25
It is expected to grow at a Compound
Annual Growth Rate of 5.5% from 2020 to 2027. Ready-
made meals are a popular option for time poor consumers
opting for more convenient meal options to support their
busier lifestyles. There is increasing demand for ready-made
meals which are minimally processed and provide a healthier
alternative to takeaways. Consumers are also factoring
sustainable packaging into their purchasing of ready-made
meals.
Europe has a market value of over US$45 billion, with
North America being the second biggest market, while
Asia-Pacific is expected to grow rapidly.
26
In Australasia, the
market for ready-made meals, at retail prices, was estimated
at AUD 3.2 billion, with faster growth expectations than the
global market (6.1% Compound Annual Growth Rate from
2016 – 2022F).
27

22 Statista (pre- COVID-19).
23 Nielsen market research in Australia.
24 US Meal kit Industry Report (IBIS, 2019).
25 Ready meals market size, share & trends analysis report by product (frozen & chilled, canned, dried), by distribution channel (supermarket & hypermarket, online
retail), by region, and segment forecasts, 2020 – 2027.
26 Global Ready Meals Market – Growth, Trends, and Forecast (2018 – 2023).
27 Frost and Sullivan.
20172018201920202021202220232024
2.5
3.0
3.5
4.1
4.8
5.6
6.5
7.6
GLOBAL MEAL KIT MARKET (USD BILLIONS)
Source: Statista (pre- COVID-19)
AUSTRALIAN MEAL KIT REVENUE (A$M)
2014201520162017201820192020
Source: Ibis Australia Online Grocery Industry Report (2019) (HelloFresh) and
FactSet historical and consensus (Marley Spoon)
1,050
599
411
205
121
45
13
The United States meal kit market is the largest meal kit market
globally. It experienced significant growth and expansion
through the period of 2012 to 2017. The United States has
experienced a pulled forward increase in demand for meal
kits during COVID-19, resulting in an increase in revenue of
20.6%.
24
Following the impacts of COVID-19 it is anticipated
the United States will experience a 3.6% Compound Annual
Growth Rate from 2021 to 2025, as the increase in the
demand is pulled forward and increase in market size
is sustained.
The Australian meal kit market size is more comparable to
that of New Zealand. Based on publicly available meal kit
data, from Marley Spoon and HelloFresh, revenue growth in
the Australian market has occurred at exponential rates. Since
2014 the Compound Annual Growth Rate has been 109%,
with revenue on average doubling each year. The Australian
market acts as a good proxy for New Zealand due to the
existence of two to three key competitors and similar lifestyles
and trends experienced in both countries. The Australian
market has also experienced a similar recent increase in
demand with the expected growth in 2020 exceeding that
of 2019.
39

Food, demographic and societal trends
Growth in the meal kit and ready-made meal markets is expected to
be supported by evolving consumer food, demographic and societal
trends. There is significant opportunity for market participants
to develop and innovate products to further cater to existing
consumers’ needs and attract new consumers to these markets.
28 Ministry of Health – Healthy eating guidance 2020.
29 Research and Markets – Organic Fresh Food Market (2019-2023).
30 Cambridge University Press - The Role of Influencer Marketing and Social Influencers in Public Health.
31 International Business & Economics Research Journal - The Effect And Influence Of Country-Of-Origin On Consumers Perception Of Product Quality And Purchasing Intentions.
32 ZypMedia Survey – Consumers Want to Support Their Local Economy by Supporting Local Businesses.
33 Clodagh O’Brien – The Emergence of the Social Media Empowered Customer.
34 https://www.foodnavigator-usa.com/Article/2020/03/16/For-personalized-nutrition-to-reach-its-full-market-potential-brands-must-better-explain-benefits#
35 New Zealand Post e-commerce Report 2019.
TRENDDESCRIPTIONOPPORTUNITY FOR MARKET
PARTICIPANTS
Health & wellbeing
• Consumers are being encouraged to place
emphasis on healthy attributes in their meal
choices.
28
There is a strong focus by consumers
to eat more natural, fresh foods, to stay healthy
and lose weight.
29

• Dietary trends are receiving greater exposure with
the rise of social networking and influencers.
30

While many trends are often short lived, medically
backed diets are becoming ever more prevalent.
• Develop products that focus
on consumer health or cater to
specific dietary requirements.
Provenance
• Consumers increasingly reference product quality
based on its origin.
31
Consumers are demanding
locally grown produce to ensure food quality and
safety. In addition, the prevalence of COVID-19
has seen an emphasis on “support local”.
32
• Specify and source ingredients
from local producers and
demonstrate to consumers the
origins of product components.
Online migration
• Consumers are empowered by social networks and
digital devices, increasingly dictating what they
want, when and where they want it.
33
Consumers
are demanding a more personalised service and
expect offerings to be tailored to suit their needs.
34
• In New Zealand, online purchasing of food is
growing materially faster than offline channels,
with 18% year-on-year growth in 2019.
35
In 2018,
the average online basket size at $138 was 267%
higher than the average offline basket.
34
• Utilise online social networks
to convert brand followers to
customers.
• Facilitate personalised
online consumer interactions
and purchasing through
consumer facing ecommerce
developments.
40

36 https://www.nielsen.com/ug/en/insights/article/2018/in-todays-hyperconnected-world-convenience-is-the-ultimate-currency/.
37 https://kerry.com/insights/kerrydigest/2020/meal-kits-retail-restaurants.
38 https://www.bcg.com/en-au/publications/2020/sustainability-matters-now-more-than-ever-for-consumer-companies.
39 NZ Post eCommerce Review 2019 (Colmar Brunton 2020).
40 Harvard Business Review – We’re Entering the Age of Corporate Social Justice.
41 http://www.superseniors.msd.govt.nz/about-superseniors/media/key-statistics.html.
42 NCB – Nutrition Concerns for Aging Populations.
43 https://www.foodnavigator-usa.com/Article/2020/04/15/Survey-Cooking-at-home-will-become-the-new-normal-post-pandemic
44 https://www.foodnetwork.com/fn-dish/news/2018/9/americans-are-cooking-more-meals-at-home--eating-out-less.
45 https://www.naturalproductsinsider.com/regulatory/consumers-will-pay-price-premiums-healthy-foods.
TRENDDESCRIPTIONOPPORTUNITY FOR MARKET
PARTICIPANTS
Convenience
• Due to a wide range of factors, consumers
are increasingly time poor and are looking for
time saving alternatives.
36
Stemming from this,
more dual-working families and households are
demanding convenient meal solutions such as meal
kits and ready-made meals.
37
• Continue to tailor both the
product and delivery options
to maximise consumer
convenience.
Environmental, social
and governance
• There is an increasing focus on food retailers and
manufacturers to reduce waste, increase recycling
and promote environmentally friendly practices.
38

• Other focus areas include consumers recognising
the importance of plant-based meals for the
environment (a Colmar Brunton survey published
in February 2020 shows 49% of Kiwis agree
they need to change their diet to save the
environment).
39

• Consumers are looking for corporates who
‘do social good’.
40
They are evaluated on an
all-encompassing set of social metrics before
consumers will trust, follow or purchase from a
particular brand.
• Increase use of sustainable
practices and educate
consumers on the benefits of
reducing food waste and how
meal kits assist with this.
• Introduce consumers to the
sustainability benefits of eating
more plant-based meals and
locally sourced ingredients.
• Align to consumer values to
build brand loyalty.
Ageing population
• By 2036, the over 65 population of New Zealand
is forecast to increase 77% to approximately 1.3
million.
41
There is an increasing awareness of the
importance of eating well with the publishing of
new research emphasising the benefit of a fresh,
healthy and balanced diet in older age.
42
• Recognise nutritional needs
of a growing population
group and support their
health and well-being through
product development and
communications.
• Target new sales channels such
as aged care facilities for ready-
made meals.
Cooking at home
• Consumers want more control over their nutritional
intake and this is promoting an increase in the
number of households who cook at home.
43
An
increase in food media is also inspiring at-home
chefs.
44
• Encourage cooking at home by
making it a more enjoyable and
accessible experience through
products and communications.
Premiumisation
• Positioning claims and special nutritional
designations are becoming an increasingly
important driver of consumer purchasing decisions.
Free-range and organic products are also being
increasingly sought after by consumers.
45

• Provide options for unique
and premium products in
order to grow brand loyalty.
41

KEY INITIATIVEDESCRIPTION
1Drive increased order
frequency by providing
further personalisation
choices
• Our My Choice Bag was rolled out nationwide in July 2020 in response to multiple
customer requests for choice and was designed to improve meal optionality without
increasing recipe development requirements.
• Customer satisfaction and average recipe ratings are both extremely strong, indicating
that being able to choose a personalised combination of recipes is a strength of this
offer.
• My Choice Bag is already displaying strong unit economics and a material increase
in customer purchase frequency relative to My Classic Bag. Over the 13 weeks to
15 November 2020, on average My Choice Bag customers purchased 18% more
frequently than My Classic Bag customers.
• Learnings from My Choice Bag inform the direction of New Product Development (NPD)
and the introduction of further customer choice into the portfolio.
• Additional recipe types, upgrades and enhancements are currently under development.
Building on our history of innovation and exceptional customer service, we have
identified a pipeline of growth opportunities based upon two strategic areas of focus:
1. Continued leadership in the meal kit market and expanding our food-based offerings to align to consumer trends
and play a bigger part in customers’ lives. These are current and continuing areas of focus for the business, which
we refer to as Horizon One; and
2. Utilising the established My Food Bag platform to disrupt the business to consumer market, for example, by
expanding into the broader online food and grocery market. We refer to this area of focus as Horizon Two.
These opportunities have been identified and are in development for future launch with benefits expected after the
Prospective Period.
Horizon One – Lead in meals & expand food-based offerings
We have a proven record of successful growth since our inception in 2013, consistently bringing innovative product
ranges and recipes to market to cater to changing consumer food, demographic and societal trends.
Continuing this trend, we have a range of ongoing and potential growth opportunities within our core addressable
market, each of which aim to leverage our existing platform:
Our growth
strategy
42

KEY INITIATIVEDESCRIPTION
2Expand our high
retention goal-based
offerings
• Our goal-based offerings include Fresh Start, My Plant Based Bag and My Veggie Bag, with
Bargain Box Veggie also being trialled in Q2 FY21 to meet the need for a vegetarian box
at a lower price point.
• All goal-based offerings display high levels of customer retention, delivery frequency and
engagement.
• Growth in Fresh Start has been strong (with a Compound Annual Growth Rate of 21.9%
over FY18 to FY20), despite low awareness, presenting an opportunity to expand market
presence via an increased marketing focus. We expect growth in Fresh Start to continue.
• Growth has also been experienced in My Plant Based Bag and My Veggie Bag with a
Compound Annual Growth Rate of 34.8% over FY18 to FY20, with growth expected to
continue.
• Further innovation in goal-based offerings is currently in the pipeline.
3Secure further Contribution
Margin uplift via
procurement optimisation
• Our increased scale and consequent improvement in purchasing power has provided a
significant opportunity to improve our Contribution Margin.
• Through our focus on procurement optimisation, we have been able to provide higher
quality ingredients to our customers, enhancing customer experience.
• Further procurement efficiencies have been identified across ingredients, labour and
packaging, which are expected to provide additional Contribution Margin improvements.
4Implement system
and operational
improvements
• Our rigorous focus on improving our digital and operational systems is forecast to drive
further margin uplift in the PFI period, while also building the foundation to capitalise
upon future growth opportunities.
• The established ERP System assists in waste-avoidance and productivity improvements,
providing material cost-out as well as allowing for simple addition and integration of
further SKUs to the system.
• We have identified additional opportunities for cost upside within our value chain
including enhancement of stock planning, improved supplier negotiations, tailored
marketing and recipe optimisation.
5Profitable delivery
growth of the
MADE offering
• We have successfully changed the operating model for MADE to improve profitability
and target new customer segments, with further opportunities planned.
• MADE unlocks a new customer demographic for My Food Bag and acts as a key
differentiator from competitors. MADE has been well-received by customers and a
popular option in My Choice Bag.
• We have identified further growth potential through the expansion of products into goal-
based offerings, new distribution channels and new meal formats.
• The New Zealand ready-made market is under-developed with no large leading brand,
and established brands not displaying any significant innovation. This is particularly
evident when considered in the context of the more mature ready-made sector in global
western markets.
43

Horizon Two – Utilise the My Food Bag
platform to disrupt the business
to consumer market
We consider that there is a significant opportunity to utilise
the established My Food Bag platform (brand, database,
nationwide coverage, capability) to disrupt the business to
consumer market and expand beyond our core addressable
meal kit and ready-made meal market.
We have always been focussed on the customer and have
a proven track record of innovation to meet evolving and
growing consumer needs, and the following areas have been
identified as potential initiatives to further grow our existing
operations:
• New food categories: Enter new food categories by
leveraging the existing business model and platform
(e.g. expansion into the broader online food and grocery
market).
• New distribution channels: Move beyond online and sell
our existing products through new distribution channels
(e.g. MADE meals in aged care facilities).
• Beyond food: Leverage our food credentials to expand
beyond food and provide a wide range of consumer
products (e.g. household cleaners, personal care products
or pet food).
• Vertical integration: Elements of the supply chain could
be performed in-house providing significant margin
improvement opportunities (e.g. in-house manufacturing).
4444

TONY ‘TEA’ CARTER
INDEPENDENT CHAIR
Tony joined the My Food Bag board in January 2021 and
was appointed Chair at that time.
Tony has a broad range of experience in governance across
the consumer, industrial services, infrastructure, and energy
sectors. Tony moved into governance following a successful
executive career, where he served as Chief Executive and
Managing Director at Foodstuffs – New Zealand’s largest
retail organisation – for 10 years.
Tony is currently Chairman of Datacom and TR Group and
sits on the respective boards of ANZ Bank New Zealand
and Vector. He was formerly Chair of Air New Zealand
for six years, Chair of Fisher & Paykel Healthcare for eight
years and a director of Fletcher Building for nine years.
He was Chairman of the New Zealand Institute when it
merged with the New Zealand Business Roundtable to form
the New Zealand Initiative in 2012, of which he served as
inaugural Chairman until 2013.
Tony graduated from the University of Canterbury with a
Bachelor of Engineering with honours, before completing
a Master of Philosophy degree at Loughborough University
of Technology in the United Kingdom. He was made a
Companion of the New Zealand Order of Merit for services
to business governance in 2020.
JENNIFER (JEN) ‘BISCOTTI’ BUNBURY
INDEPENDENT NON-EXECUTIVE DIRECTOR
Jen was appointed as a director of My Food Bag in
January 2021.
Jen has an extensive background in financial services,
including NZX listings, acquisitions, mergers, and strategic
advisory. She was a director in the Investment Banking team
at Craigs Investment Partners for nine years, with experience
in the horticulture, logistics, and energy sectors. Her earlier
career included investor relations roles at BHP and Publicis
in Europe, following four years in the Investment Banking
team at ABN Amro in New Zealand.
Most recently, Jen served as the Chief Financial Officer for
NZX50-listed Tourism Holdings until October 2020 and was
a director of Togo Group during this time. She is a member
of the Institute of Directors and participated in the Future
Directors’ programme, spending 12 months with the board
of agribusiness Scales Corporation.
Jen completed a Bachelor of Commerce majoring in
finance, graduating with first class honours from the
University of Canterbury.
Our directors and
senior leadership team
Board of directors
45

CHRIS ‘MACADAMIA’ MARSHALL
NON-EXECUTIVE DIRECTOR
Chris Marshall joined the My Food
Bag board on 6 October 2016, upon
Waterman Capital’s acquisition of a
majority stake in My Food Bag.
Chris co-founded Waterman Capital
in 2004 and is currently serving as an
executive director of Waterman Capital.
Waterman Capital is a private company
investor which invests in mid-market
New Zealand growth businesses.
Chris has more than 20 years of
principal investment experience in
New Zealand. Prior to this Chris worked
in a management consulting role in
London assisting mid-market businesses.
Chris is a member of Waterman’s
Investment Committee and is currently
a non-executive director of Healthcare
Holdings Limited (owner of the Mercy
Ascot Hospitals and other healthcare
businesses) and a non-executive
director of Lewis Holdings Limited,
an investment company associated with
Sir David Levene.
Chris graduated with a Bachelor of
Commerce from the University of Otago
and is a Chartered Accountant.
SARAH ‘SAUERKRAUT’ HINDLE
INDEPENDENT NON-EXECUTIVE DIRECTOR
Sarah was appointed as a director of
My Food Bag in January 2021.
Sarah has a broad range of experience
in management and governance across
the technology and consumer sectors.
She was most recently the founding
general manager of Tech Futures Lab,
where she helped grow NZ’s most
innovative, tech-led learning institute.
Previously, Sarah was Global Head of
Business Delivery for Direct Wines and
Manager of Customer Experience and
Digital for KPMG Boxwood in the United
Kingdom. She began her career as a
solicitor for Minter Ellison Rudd Watts
in New Zealand.
Sarah is also passionate about agri-tech
and the application of ‘tech for good’
and has held governance roles as Chair
of the Executive Council of AgriTech
New Zealand and as a director and
deputy chair for NZTech.
Sarah holds a Bachelor of Arts and
Bachelor of Laws from Victoria University
of Wellington, along with an MBA from
BI Norwegian School of Management.
She is enrolled as barrister and solicitor
of the High Court in New Zealand.
JON ‘MACCHIATO’ MACDONALD
INDEPENDENT NON-EXECUTIVE DIRECTOR
Jon Macdonald joined the My Food Bag
board in January 2021.
Jon has deep experience in technology,
the internet and consumer behaviour.
He held senior roles at Trade Me for
more than 15 years, including 11 years
as Chief Executive Officer, and has since
held a position as a director (through
Trade Me’s parent company, Titan Parent
NZ Ltd). He is also on the boards of
Contact Energy, Mitre 10, NZX, and
Sharesies.
Earlier in his career, Jon worked in the
UK for HSBC, and in Australia and New
Zealand for Deloitte. He has a Bachelor
of Engineering (Hons) from the University
of Canterbury, and is a Chartered
Member of the NZ Institute of Directors.
46

KEVIN ‘BACON’
BOWLER
CHIEF EXECUTIVE OFFICER
Kevin drives the team to
do the basics brilliantly
every week while
also developing and
implementing the long-
term vision and goals.
He is responsible for all
day-to-day management
decisions.
Past experience:
• CEO, Frucor Suntory
Beverages NZ
(2016 – 2018)
• CEO, Tourism
New Zealand
(2010 – 2016)
• CEO, Yahoo!Xtra
(2007 – 2009)
MARK ‘WHITEBAIT’
WINTER
CHIEF FINANCIAL OFFICER
Mark leads the finance
function and has primary
responsibility for planning,
implementing, and
controlling all finance
related activities. He
achieves this with a
collaborative team
focused on strong business
partnerships.
Past experience:
• Group Financial
Controller, Fonterra
Brands NZ
(2016 – 2019)
• Commercial Manager
Operations & Supply
Chain, Fonterra Brands
NZ (2015 – 2016)
• GM Commercial
Operations, Fonterra
LATAM (2014 – 2015)
RICHARD ‘RAGU’
WAFER
CHIEF OPERATING OFFICER
Richard oversees the
largest team, managing the
entire supply chain. This
includes the procurement of
product, the development,
design and improvement of
production and the logistics
of distribution systems.
Past experience:
• Chief Procurement
Officer and National
Purchasing and
Operations Manager,
My Food Bag
(2014 – 2016)
• National Planning
Manager and Demand
Manager, Goodman
Fielder (2011 – 2014)
LOUISE ‘CHORIZO’
CUNNINGHAM
CHIEF MARKETING
& CUSTOMER OFFICER
Lou develops marketing
strategies that drive
revenue growth, enhance
customer experience and
create social impact. Lou
also leads the Customer
Love team ensuring My
Food Bag delivers award
winning customer service
and constantly delights
customers.
Past experience:
• Executive Director,
Geometry Global
(Ogilvy NZ)
(2013 – 2017)
• Independent Director,
UNION / Digital
(2013 – 2015)
• Partner and
Shareholder, Farrimond
Ltd (2007 – 2011)
Senior leadership team
My Food Bag’s senior leadership team have an average tenure at the company of more than 4 years.
The team bring a depth and breadth of experience across multiple industries including FMCG, services,
e-commerce and media. The team have backgrounds that encompass early phase start-ups through to
corporates within New Zealand and overseas. With an equal representation of men and women, the
team have a proven track record of working effectively to lead the business strategy and culture.
47

CRAIG ‘COFFEE’
JORDAN
CHIEF DIGITAL OFFICER
Craig manages all
digital, technology and
data functions, leading a
capable data driven team
responsible for maintaining
and enhancing My
Food Bag’s proprietary
e-commerce platform,
along with providing
actionable data insights.
Past experience:
• Chief Digital Officer,
The Warehouse Group
(2014 – 2017)
• Various executive and
senior leadership roles,
Trade Me
(2007 – 2014)
MEAGAN ‘MARZIPAN’
HALPIN
HEAD OF PEOPLE
& PERFORMANCE
Meagan ensures My Food
Bag attracts top talent and
matches them to the right
roles. She has a strong
focus on inclusive company
communications that has
resulted in an engaged
workforce and a reputation
as an enviable place to
work.
Past experience:
• Managing Director
Human Resources,
mcgarrybowen
(2005 – 2016)
• Senior Benefits
Counselor, University of
Virginia (2003 – 2005)
• HR Generalist,
Barnes & Noble.com
(2000 – 2003)
POLLY ‘POMEGRANATE’
BRODIE
HEAD OF DEVELOPMENT
KITCHEN
Polly leads a passionate
team in designing new
recipes each week while
maintaining a strong focus
on ingredient margin
and My Food Bag’s high
nutritional standards.
Past experience:
• Development Kitchen
and Nutrition Manager,
My Food Bag
(2015 – 2018)
• Recipe Development
and Test Kitchen Chef,
My Food Bag
(2014 – 2015)
• Sous Chef, Motor
Yacht Sirona III
(2012 – 2014)
TRISH ‘TERIYAKI’
WHITWELL
HEAD OF INNOVATION
Trish drives business
growth through the
creation of new products
and the evolution of
existing products. She runs
a collaborative innovation
process that allows My
Food Bag to respond
quickly to market changes.
Past experience:
• Head of Marketing,
My Food Bag
(2016 – 2017)
• Marketing Manager
– Meadow Fresh,
Goodman Fielder
(2015 – 2016)
• Marketing Manager
– Digital Channels,
TVNZ (2011 – 2013)
48

Substantial shareholders and relevant interests held by directors and senior managers
SUBSTANTIAL SHAREHOLDERS
As at the date of this PDS, the following shareholders have a relevant interest in 5% or more of the Shares in the Company:
SHAREHOLDER AND NATURE
OF RELEVANT INTEREST
NUMBER OF
SHARES
% OF
SHARES
Waterman Fund 3 LP is the registered holder and beneficial owner of Shares in the Company.
Waterman Capital (Fund 3) Limited has the power to control the acquisition and disposition of,
and the exercise of the right to vote attached to, the Shares held by Waterman Fund 3 LP as manager
of that fund under an investment management contract and therefore has a relevant interest in the
Shares held by Waterman Fund 3 LP.
141,190,00066.35%
Cecilia Charlotte Louise Robinson, Heimsath Alexander Trustee Limited and James Charles Robinson
are the registered holders of Shares in the Company as trustees of the APL Holdings Trust.
23,800,60011.18%
Philippa Mary Greenwood and Theresa Elizabeth Gattung are the registered holders of Shares
in the Company as trustees of the Theresa Gattung Investment Trust.
21,783,60010.24%
Carlos Edward James Bagrie, Covisory Trust Limited, JKA Holdings Limited and Nadia Rui-chi Lim
are the registered holders of Shares in the Company as trustees of the Bagrie Lim Family Trust.
12,102,0005.69%
The following shareholders are likely to have a relevant interest in 5% or more of the Shares in the Company immediately following
completion of the Offer:
SHAREHOLDER AND NATURE
OF RELEVANT INTEREST
NUMBER OF
SHARES
% OF
SHARES
Waterman Fund 3 LP will be the registered holder and beneficial owner of Shares in the Company.
Waterman Capital (Fund 3) Limited will have the power to control the acquisition and disposition of,
and the exercise of the right to vote attached to, the Shares held by Waterman Fund 3 LP as manager
of that fund under an investment management contract and therefore has a relevant interest in the
Shares held by Waterman Fund 3 LP.
36,365,62915.00%
Harbour Asset Management Limited will have as fund manager, the power to exercise (or control the
exercise of) a right to vote attached to, and power to acquire or dispose of (or control the acquisition
or disposal of), certain Shares, under investment powers contained in investment management
agreements with clients (the beneficial owners of the product) or managed fund trust deeds.
1
15,405,4056.35%
Milford Funds Limited will have as fund manager, the power to exercise (or control the exercise of) a
right to vote attached to, and power to acquire or dispose of (or control the acquisition or disposal
of), certain Shares, under investment powers contained in managed fund trust deeds.
1
15,405,4056.35%
Investment Services Group Limited is the sole shareholder of Devon Funds Management Limited and
Clarity Funds Management Limited. Each of Devon Funds Management Limited and Clarity Funds
Management Limited will have as independent fund managers, the power to exercise (or control the
exercise of) a right to vote attached to, and power to acquire or dispose of (or control the acquisition
or disposal of), certain Shares, under investment powers contained in investment management
agreements with clients (the beneficial owners of the product) or managed fund trust deeds.
1
13,783,7825.69%
Note:
1. Allocations have been made to certain Institutional Investors in advance of the Bookbuild, who have committed to bid for at least
a certain number of Shares in the Bookbuild at the Offer Price (including Harbour Asset Management Limited, Milford Funds
Limited, Devon Funds Management Limited and Clarity Funds Management Limited). Those Institutional Investors may choose to
bid for additional Shares in the Bookbuild, in which case there is no assurance that such investors will be allocated any Shares
in excess of their pre-committed allocation, and therefore the table above only reflects committed allocations as at the date of
this PDS.
49

SHAREHOLDINGS HELD BY DIRECTORS AND SENIOR MANAGERS
The table below sets out the equity securities in the Company that the directors and senior managers of My Food Bag have an
interest in prior to the Offer (at the date of the PDS) and will likely have an interest in immediately following completion of the Offer.
DIRECTOR
OR SENIOR
MANAGERNATURE OF RELEVANT INTEREST
PRIOR TO THE OFFER
IMMEDIATELY
FOLLOWING THE OFFER
1
Number of
Shares
% of
Shares
Number of
Shares
% of
Shares
Tony Carter
20% or more interest in Loughborough Investments Limited
(which will be the registered holder of Shares), resulting
in Tony being deemed to have the same relevant interest
in the Shares as Loughborough Investments Limited. --54,0540.02%
Jen BunburyRegistered holder as trustee of the Jennifer L Bunbury Trust.--16,2160.01%
Sarah HindleRegistered holder and beneficial owner--10,8110.00%
Jon MacdonaldRegistered holder and beneficial owner--54,0540.02%
Chris Marshall
20% or more interest in Waterman Capital (Fund 3)
Limited, resulting in Chris being deemed to have the same
relevant interests in the Shares as Waterman Fund 3 LP
and Waterman Capital (Fund 3) Limited described in the
substantial shareholders table above.141,190,00066.35%36,365,62915.00%
20% or more interest in CMC Limited (which will be the
registered holder of Shares), resulting in Chris being
deemed to have the same relevant interest in the Shares
as CMC Limited.--54,0540.02%
Kevin BowlerBeneficial owner
2
4,437,4002.09%1,109,3500.46%
Mark WinterBeneficial owner
2
1,008,5000.47%252,1250.10%
Notes:
1. Directors and senior managers are permitted to acquire Shares under the Offer. The interests in Shares expected to be held
immediately following the Offer reflect the intentions of the directors and senior managers at the date of the PDS in relation to
their acquisition of Shares under the Offer.
2. These Shares are held by SaleCo as trustee on behalf of the relevant senior manager until that senior manager’s loan has been
repaid in full under the Existing Senior Executive Share Ownership Scheme described below, at which point the Shares will be
transferred to the relevant senior manager.
50

Other equity securities of the Company
Under the Constitution, any other class of equity securities
of the Company that ranks equally with, or in priority to,
the Shares may be issued without a special resolution of
the holders of the Shares. However, the issue of new equity
securities in the Company is governed by the NZX Listing
Rules, which requires the approval by ordinary resolution of
the holders of the Shares to the issue of new equity securities,
except in certain circumstances set out in the NZX Listing Rules.
Directors’ remuneration and other benefits
The table below sets out the total remuneration and value
of other benefits received by each director of the Company
during FY20 and expected to be received in FY21, as well
as the nature of the services to which that remuneration,
or those other benefits, relates (other than services provided
in a person’s capacity as a director).
DIRECTOR
TOTAL
REMUNERATION
AND VALUE OF
OTHER BENEFITS
RECEIVED IN FY20
46

EXPECTED TOTAL
REMUNERATION
AND VALUE OF
OTHER BENEFITS
EXPECTED TO BE
RECEIVED IN FY21
47
Tony Carter-$46,411
Jen Bunbury-$21,548
Sarah Hindle-$13,534
Jon Macdonald-$28,178
Chris Marshall$30,000$37,288
The remuneration paid to the directors of the Company in
FY21 will be higher than that paid in FY20. This reflects that,
as a result of the listing of My Food Bag on the NZX Main
Board and ASX, the directors have increased responsibilities
and will be required to devote more time to the performance
of their duties as directors.
The fees for non-executive directors of the Company that
will apply from listing have been fixed as a total pool of
$600,000 per annum.
The directors are entitled to be reimbursed for all reasonable
travel, accommodation and other expenses incurred by them
in connection with their attendance at Board or shareholder
meetings, or otherwise in connection with the Company’s
business.
The Company has granted indemnities, as permitted by
the Companies Act and the FMCA, in favour of each of
its directors. The Company also maintains insurance for its
directors and officers.
Employee remuneration
During FY20 a number of employees, not being directors
of the Company, received remuneration and other benefits
in their capacity as employees that exceeded $100,000 in
value as follows:
REMUNERATIONNO. OF EMPLOYEES
$100,000 to $109,9991
$110,000 to $119,9991
$130,000 to $139,9991
$140,000 to $149,9991
$150,000 to $159,9991
$160,000 to $169,9991
$170,000 to $179,9992
$180,000 to $189,9992
$190,000 to $199,9993
$220,000 to $229,9991
$230,000 to $239,9991
$250,000 to $259,9991
$260,000 to $269,9991
$320,000 to $329,9991
$330,000 to $339,9991
$500,000 to $509,9991
Kevin Bowler’s remuneration as Chief Executive during FY20
was $500,000 and is expected to be $509,500 in FY21.
FY21 employee remuneration is expected to be higher
than FY20. As well as small increases to employee base
remuneration, a one-off COVID-19 discretionary payment
of $140,000 was paid to 14 senior leaders in June 2020.
Additionally, higher FY21 short term incentive payments
are anticipated as a result of expected over-delivery against
the incentive targets. The CEO did not participate in the
FY21 COVID-19 payment and is ineligible for the short term
incentive programme. In addition, certain senior executives
have received shares in FY21 under the existing senior
executive ownership scheme outlined on the following page.
46 Chris Marshall is the only current director of My Food Bag who was also a member of the Board during FY20.
47 The expected total remuneration and value of other benefits for FY21 includes an additional amount paid to Tony Carter ($17,260), Jen Bunbury ($8,014)
and Jon Macdonald ($10,479) for their participation in the due diligence process in relation to the Offer.
51

Section 3
Purpose
of the Offer
New senior executive incentive scheme
My Food Bag has established a senior executive incentive
scheme in which the Board has invited Kevin Bowler and
Mark Winter to participate. Under the scheme, a senior
executive who is invited to participate will be offered a
number of share rights determined by dividing a dollar value
by the value of one My Food Bag share at the date of the
offer of share rights. The dollar value of the grant of share
rights will be determined based upon My Food Bag’s EBITDA
and certain other performance hurdles, assessed against My
Food Bag’s performance during FY22F against the PFI with a
grant only being made where My Food Bag outperforms the
PFI for this period.
Subject to the senior executive remaining employed at
30 June 2023, each share right under the initial grant is
converted to one ordinary share. The executive is liable for
tax on the shares received at this point.
The Board intends to consider implementing a long term
incentive scheme for My Food Bag’s senior management after
the Offer during FY22, which is not expected to have any
impact on the PFI for FY22F.
Existing senior executive share
ownership scheme
In addition to the new senior executive incentive scheme,
certain senior executives (and former directors) of My Food
Bag participate in an executive share ownership scheme
which provides participants with an interest free loan in
order to fund the exercise price of options up to 100% of the
amount of the exercise price of those options. The executive
share ownership scheme has been in existence since
November 2016 with the last grant of options being made
under the scheme in June 2019, and all options under the
plan have now vested and been exercised. As at the date of
this PDS, participants in the scheme have a beneficial interest
in 11,093,500 Shares which are held on trust on their behalf
by SaleCo (and the Shares issued under the scheme are
of the same class as those being offered under the Offer),
being the only securities issued under the scheme within the
12 months prior to the date of this PDS. The existing scheme
will cease upon My Food Bag Group being listed and
participants are entitled to sell up to 75% of the Shares held
by them under the scheme before the Offer through the Offer,
with the proceeds to be used to repay loans made by My
Food Bag to participants and any remaining amount retained
by those participants (including to meet tax obligations). These
participants are subject to the escrow arrangements described
in Section 5 (Terms of the Offer) in respect of their remaining
Shares held upon completion of the Offer.
Other governance disclosures
The Board intends to adopt, from listing, various board
policies and charters that are typical for a company listed on
the NZX Main Board and ASX. Following listing, the Board
will have the power to appoint additional directors to the
Board from time to time, in accordance with the NZX Listing
Rules. Any director appointed by the Board must retire and
seek re-appointment at the next Annual Shareholders’ Meeting
of My Food Bag in accordance with the NZX Listing Rules.
52

The purpose of the Offer is to raise capital for My Food Bag to repay debt and to enable Existing Shareholders to realise part
of their investment by selling up to 155.3 million Shares. The minimum amount that must be raised before the Shares are issued
or transferred is $250 million.
The proceeds from the Offer will be used, and relate to our strategy, as follows:
AMOUNTUSE OF PROCEEDS
$38.2 millionTo repay bank debt
$16.7 millionTo fund Offer costs
$54.8 millionTotal proceeds from new Shares
Up to $193.9 millionProceeds to be received by Waterman for the sale of its existing Shares
Up to $93.4 millionProceeds to be received by other selling shareholders for the sale of their existing Shares
Up to $342.2 millionTotal gross proceeds from the Offer
In FY21F, and prior to the date of this PDS, My Food Bag borrowed an additional $45.7 million of bank debt, and has repaid
$51.1 million of shareholder loans (which have been treated as equity in the Historical Period). As noted above, My Food Bag will
apply $38.2 million of the proceeds from the Offer to repay bank debt, resulting in forecast drawn bank debt of $16.2 million at the
end of FY21F in comparison to $16.9 million of drawn bank debt at the end of FY20. You can find further details about My Food
Bag’s cash flows in the Supplementary Financial Information.
The use of the money raised under the Offer will not change depending on the total amount that is raised, although the number of
Shares that Waterman sells will depend on the level of demand in the Offer and the number of Shares that the Existing Shareholders
sell will depend on the level of demand in the Offer excluding the Priority Offer. The Offer is not underwritten.
Section 3
Purpose
of the Offer
53

Bookbuild19 February 2021
Foodies Offer, Priority Offer and Broker Firm Offer opens19 February 2021
Foodies Offer, Priority Offer and Broker Firm Offer closes26 February 2021
Ordinary shares are issued/transferred4 March 2021
Ordinary shares are quoted5 March 2021
Expected commencement of trading on the NZX Main Board and ASX5 March 2021
Earliest expected mailing of holding statements8 March 2021
Expected date of first dividend payment following the OfferDecember 2021
This timetable is indicative only and the dates may change. My Food Bag, with the agreement of the Joint Lead Managers,
reserves the right to vary or extend these dates.
Section 4
Key dates and
offer process
54

Section 5
Terms
of the Offer
55

Key terms of the Offer
The table below sets out the terms of the Offer. All Shares are issued on the terms set out in the Constitution (a copy of which is
available on the Offer Register).
DESCRIPTION OF THE
SHARES
Ordinary shares
KEY DATES
See Section 4 (Key dates and offer process)
STRUCTURE OF THE OFFER
The Offer comprises:
• The Foodies Offer, which is available only to Eligible Foodies.
• The Priority Offer, which is available only to Waterman Investors.
• A Broker Firm Offer, which is available only to New Zealand clients of Brokers, who have
received an allocation from their Broker.
• An Institutional Offer, which will be an invitation to bid for Shares made to selected Brokers
and Institutional Investors in New Zealand, Australia, Hong Kong and Singapore.
There is no general public offer under which you may subscribe for Shares. Therefore members
of the public who are not eligible to participate in the Priority Offer or the Foodies Offer and
who wish to subscribe for Shares must do so through a Broker with an allocation of Shares.
OFFER PRICE
The Offer Price is $1.85 per Share. In determining the Offer Price, consideration was given to
the following factors:
• the level of interest for participation in the Foodies Offer and the Priority Offer received by
My Food Bag in the priority registration process conducted before the date of this PDS;
• the level of demand for Shares from certain Institutional Investors who have committed to bid
for Shares in advance of the Bookbuild; and
• the desire for a successful and consistent aftermarket for the Shares.
ESCROW ARRANGEMENTS
Each Existing Shareholder has entered into escrow arrangements under which they have agreed
not to sell or otherwise dispose of any of the Shares held by them prior to the Offer which they
continue to hold upon completion of the Offer until the first day after the date on which My Food
Bag releases to NZX its results announcement for the financial year ended 31 March 2022,
subject to limited exceptions set out on the Offer Register. 23.7% of the total number of Shares
on issue in My Food Bag immediately following completion of the Offer are expected to be
subject to escrow arrangements.
DISCRETION REGARDING
THE OFFER
The Offerors may withdraw the Offer, or any part of it, at any time before the allotment of
Shares. If the Offer, or any part of it, does not proceed, all relevant Application Monies will
be refunded (without interest) no later than five Business Days after the announcement of the
decision to withdraw the Offer or any part of it.
The Offerors reserve the right to close the Offer or any part of it early, extend the Offer or any
part of it, accept late Applications, settlement or bids either generally or in particular cases,
reject any Application or bid, or allocate to any Applicant or any bidder fewer Shares than
applied or bid for.
If the Offerors refuse an Application or accept an Application in part (including due to scaling),
the relevant Application Monies will be refunded no later than five Business Days after the last
date on which Shares are allotted under the Offer. No interest will be paid on any Application
Monies that are refunded.
Refunds will be paid by direct credit to the bank account supplied for future dividend payments
on your Application Form.
See Section 11 (How to apply)
56