Notice of Annual Meeting of Shareholders

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

Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online



General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD COOKS GLOBAL FOODS LIMITED ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of Cooks Global Foods Limited (the Company) will be held on Tuesday, 28 September 2021 at 2:00pm via the
virtual meeting platform using the following link:
https://us02web.zoom.us/j/82743314893?pwd=RmZWM1J2WDU5bDdZK2lYYzc3MWlaQT09
Meeting ID: 827 4331 4893
Passcode: 709020
For reasons associated with the COVID-19 pandemic, we will be holding the meeting online only. We apologise for this, but due to the changing nature
of Alert level restrictions and potential risks to the health of meeting attendees we believe this is in everyone’s best interests. Shareholders will be able
to vote at the meeting using the Zoom private message functionality by sending their vote on each resolution along with their CSN number as directed
by the chairman.
Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to
be received by Link Market Services (the share registry), no later than 2:00pm Sunday, 26 September 2021. You can also appoint your proxy and
vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/CGF or by scanning the QR
code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy
by entering “Chairman” in the relevant space on the reverse of this form.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain from voting (providing the
proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying
a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting
instructions provided.
Appointing the Chairman of the Meeting as your proxy
The Chairman of the meeting can be appointed as a proxy. Where the Chairman is appointed as a discretionary proxy, he intends to vote in favour of
all Resolutions.

Attending the Meeting
The 2021 Annual Meeting will be held online only and shareholders can attend at:
https://us02web.zoom.us/j/82743314893?pwd=RmZWM1J2WDU5bDdZK2lYYzc3MWlaQT09: Meeting ID: 827 4331 4893 Passcode: 709020
You will require your CSN/Holder Number for verification purposes.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate
shareholder (if it has one).

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

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


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

Or failing him/her____________________________________________of________________________________________________
(Full Name) (E-mail address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 2:00pm on Tuesday 28 September
2021 and at any adjournment of that meeting.

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

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

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

Tick (✓) in box to vote

For Against Abstain Discretion
1.
That Graeme Keith Jackson, who retires in accordance with NZX Listing Rule
2.7.1, and being eligible for re-election, be re-elected as a director of the Company.
   
2.
That the Board is authorised to fix the auditor’s remuneration.

   

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
but would like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/CGF and
completing the online validation process or complete the question section below and return to Link Market Services. Questions will need to be
submitted by 2:00pm Sunday, 26 September 2021. The Board will address and answer questions during the meeting.




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


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

Signed this_______________________________________________day_______________________________________________2021

Signature _______________________________________________________________________________________________________


Contact Name: Daytime contact number:

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

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13 September 2021

Dear Shareholder


Please find enclosed notice of the 2021 Cooks Global Foods Limited (the Company) AGM which will be
held on Tuesday, 28 September 2021 starting at 2:00pm via the virtual meeting platform using the
following link:

https://us02web.zoom.us/j/82743314893?pwd=RmZWM1J2WDU5bDdZK2lYYzc3MWlaQT09
Meeting ID: 827 4331 4893
Passcode: 709020


At the AGM I will comment on the performance of the Company for the financial year ended 31 March
2021. The presentation to shareholders will be available on the NZX and the Company’s websites.

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

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

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

I look forward to seeing you then.

Yours faithfully



Keith Jackson
Executive Chairman

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NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2021 annual meeting of shareholders of Cooks Global Foods Limited (the
Company) will be held on Tuesday, 28 September 2021 starting at 2:00pm via the virtual meeting
platform using the following link:

https://us02web.zoom.us/j/82743314893?pwd=RmZWM1J2WDU5bDdZK2lYYzc3MWlaQT09

Meeting ID: 827 4331 4893
Passcode: 709020

Agenda
A. The Chairman’s introduction.
B. Presentation to shareholders.
C. Shareholder discussion.
D. Resolutions.
Resolutions
To consider and, if thought fit, to pass the following Ordinary Resolutions:
1 Re-election of Graeme Keith Jackson: that Graeme Keith Jackson, who retires in accordance
with NZX Listing Rule 2.7.1, and being eligible for re-election, be re-elected as a director of the
Company.
2 Auditors: that the Board is authorised to fix the auditor’s remuneration.
Other Business
To consider any other matter that may properly be brought before the meeting.
Proxies

Any shareholder of the Company who is entitled to attend and vote at the meeting may appoint a proxy
to attend and vote on their behalf. A corporation which is a shareholder may appoint a representative to
attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not need
to be a shareholder of the Company. The Chairman of the meeting can be appointed as a proxy. Where
the Chairman is appointed as a discretionary proxy, he intends to vote in favour of all Resolutions.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by mail,
fax or email to the share registrar of the Company:
By delivery:
Cooks Global Foods Limited
C/- Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
Cooks Global Foods Limited
C/- Link Market Services Limited
PO Box 91976
Auckland 1142
By Fax: +64 9 375 5990
By Email: meetings@linkmarketservices.co.nz (please put “Cooks Proxy Form” as the
subject of the email for easy identification)

Alternatively, to appoint your proxy and vote online please go to the Link Market Services website at
[https://investorcentre.linkmarketservices.co.nz/voting/CGF] and follow the instructions. You will be

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required to enter your holder number and FIN for security purposes. A shareholder will be taken to have
signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received no later than 48 hours before the meeting, being 2:00 pm
on Sunday, 26 September 2021. Online proxy appointments must also be completed by this time.
Registered shareholders at that time will be the only persons entitled to vote at the meeting and only the
shares registered in those holders’ names at that time may be voted at the meeting.
Ordinary Resolutions

All of the resolutions being put to the Meeting are ordinary resolutions. An ordinary resolution is a
resolution passed by a simple majority of votes of those holders of securities of the Company which
carry votes, are entitled to vote and are voting on the resolutions in person or by proxy.

EXPLANATORY NOTES

Resolution 1: Re-election of Graeme Keith Jackson
Graeme Keith Jackson retires due to having held office for three years and, being eligible, offers himself
for re-election as a Director. The Board does not consider that Keith is an Independent Director given that
he is both a substantial shareholder and, an executive of, the Company.
Keith is the current Executive Chairman of the Board. Keith founded Cooks Food Group (now Cooks
Global Foods Limited) in 2008 via a merger of four companies.
Keith has an extensive background in management and governance with particular emphasis on the food
and dairy industries. Keith was CEO of Tegel Foods for 16 years from 1980 to 1996, Deputy Chairman of
Ernest Adams from 1998 to 2000 and Managing Director of Independent Dairy Producers, and is currently
Chairman of the Advisory Board of Pic’s Peanut Butter.
The Board unanimously recommends that shareholders vote in favour of Keith’s re-election as Director.
Resolution 2: Auditors
William Buck is automatically reappointed as auditor under section 207T of the Companies Act 1993. This
resolution authorises the Board to fix the fees and expenses of the auditor.