My Food Bag Group Limited logo

My Food Bag releases FY22 Results

Full Year Results19 May 2022MFBFinancials

My Food Bag delivers record FY22 revenue and strong earnings growth
My Food Bag (NZX/ASX Code: MFB), Aotearoa New Zealand’s subscription-based meal kit and food solutions

business, is pleased to share its audited FY22 results.

Revenue of $194 million, up $7.6 million on Prospective Financial Information (PFI) and up $3.3

million on FY21

Pro-forma EBITDA

1

of $34.2 million, up 18.1% on FY21

NPAT of $20.0 million, up from $2.4 million

2

in FY21

Declared a final fully imputed dividend of 4.0 cents per share to be paid on 16 June, bringing total

dividends in respect of FY22 to 7.0 cents per share

The company delivered in excess of 18 million meals across FY22, and achieved an average order value of

$126.60, which was up $2.23 on FY21.

The results show the company delivered in line with its PFI forecasts, provided prior to listing in 2021.

FY22 business highlights include:

Launched My Food Bag’s first significant step beyond weeknight meals and expanded into new

categories with the My Food Bag Kitchen

Introduced recipe choice across its portfolio of brands to drive order frequency and added enhanced

functionality for customers to flex nights and upgrade recipes

Built and successfully transitioned a new South Island factory to support future growth needs

Established the Soft-Plastics Recycling Programme to divert waste from landfill

As an essential service, operated safely through the pandemic and protected its people.

Tony Carter, Chairman of My Food Bag, says this year’s strong performance reflects the team’s operational

agility and ability to deliver the company’s innovation pipeline.

“In FY22 the business mitigated a number of macro-environment challenges, such as inflation, labour

availability and supply chain pressures. These were alleviated via selective price increases and tight cost

management, as well as working closely with suppliers to adjust customer offers as required and micro-

management to navigate labour uncertainty, particularly in Q4.

“Against the backdrop of all of this, My Food Bag’s innovation programme continued to deliver strong

outcomes in FY22.

“In July, the team introduced My Food Bag Kitchen, a curated collection of food solutions for different meal

occasions. By the end of FY22, we have been achieving attachment rates of 14% and average order value of

$21, which puts us in a good place as we scale the initial pilot offering in FY23,” says Carter.

During the year recipe choices were also added to Bargain Box and Fresh Start brands, and recipe choices were

expanded across the My Food Bag branded range.

Across the year contribution margin was up 1.6 percentage points year-on-year. This was largely driven by

improved procurement outcomes.

1

Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented

in the FY22 PFI. Pro forma EBITDA has not been adjusted for the change in accounting policy relating to software as a

service arrangement.

2

This is inclusive of a $14.1 million deduction of one-off transaction costs.

Conversion of active customers into high value customers also remains strong, with this group growing 7%
year-on-year.

Active customer numbers were particularly strong in Q2 and Q3, up 3.8% and 1.5% year-on-year respectively.

However, numbers softened in Q4, as the business worked through the supply-side challenges during the

Omicron outbreak. Current active customers are approximately 66,700 in May.

3

Outlook

Looking ahead, My Food Bag CEO, Kevin Bowler, says the business anticipates continued uncertainty across

macro-environment pressures, but has clear opportunities to grow.

“We have a strategy to continue taking a greater share of Aotearoa’s $37 billion retail food sector, via a

pipeline of growth initiatives.

“Underpinned by our strong brand and distribution reach, we continue to look for opportunities by offering

exceptional recipes and ingredients, enhanced customer flexibility and choice.

“Supporting this we will also be expanding our product offering through the Kitchen, while investing in the

resilience of our operating environment. This will see us benefiting from more Kiwis choosing to dine well at

home and buying more of their everyday household needs online,” says Bowler.

Further guidance is expected to be provided at the ASM in August 2022.

Authorised by:

Board of Directors of My Food Bag Group Limited

Ends

For investor or analyst queries, please contact:

Mark Winter

+64 27 705 4413

ir@myfoodbag.co.nz

For media queries, please contact:

Louisa Kraitzick

021 299 2628

louisa.kraitzick@pead.co.nz

3

Measured at 18 May 2022

---

ANNUAL REPORT 2022
Delivering

the goodness

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

Kia
Welcome to our 2022 Annual Report –

after achieving a record revenue of $194 million in

FY22, the results show the company has delivered

in line with its PFI forecasts, provided prior to listing

i n 20 21.

We navigated changing COVID-19 uncertainties

and escalating inflationary pressures.

We delivered record-breaking brand campaigns

and made our first significant step beyond

weeknight meals with the My Food Bag Kitchen.

And looking to the future, we now have a pipeline

of business improvement and growth initiatives that

will see us deliver the goodness to even more Kiwis.

ora

1

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

Letter from the Chair and CEO 3
Results at a Glance 6

Financial Performance 8

Key Achievements 9

Environmental, Social, and Governance 14

My Food Bag Team 20

My Food Bag Operations 22

Growth Strategy 28

Board of Directors 32

Management Team 34

Financial Statements 37

Independent Auditor’s Report 64

Corporate Governance Statement 68

Other Disclosures 81

Directory 87

Key Dates 87

CONTENTS

This Annual Report is dated 19 May 2022

and is signed on behalf of the Board by:

When used in this Annual Report, references to the ‘Company’ are references

to My Food Bag Group Limited. References to ‘My Food Bag’ or the ‘Group’

are to My Food Bag Group Limited together with its subsidiary, My Food Bag

Limited. All references to financial years (e.g. ‘FY21’ and ‘FY22’) in this

Annual Report are to the financial year ended 31 March, and references to

‘Prospective Financial Information’ (PFI) is to prospective financial information

included in the Company’s Product Disclosure Statement (PDS). References

to $ and NZ$ are to New Zealand dollars unless otherwise stated.

Tony Carter

Chair

Jen Bunbury

Chair of the Audit

and Risk Committee

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

2

It is a pleasure to report that My Food Bag
has performed strongly during our first full

year as an NZX and ASX listed company.

The results show the company has delivered

in line with its PFI forecasts, provided prior

to listing in 2021.

FINANCIAL PERFORMANCE

The company achieved another record revenue of $194.0

million in FY22, up $7.6 million on our PFI forecast and up

1.7% FY21 revenue. We also achieved a Pro forma

EBITDA

1

of $34.2 million, up 18.1% on FY21, and NPAT

of $20.0 million, up from $2.4 million in FY21.

The board and senior leadership team are very satisfied

with the 18.1% year-on-year Pro forma EBITDA increase,

off a 1.7% increase in revenue during the FY22 year

compared to the previous year.

The company delivered in excess of 18 million meals

across FY22 and achieved an average order value of

$126.6, up $2.23 compared to FY21.

We believe that our results speak for themselves. The company

has delivered in line with its PFI forecasts and paid its planned,

maiden dividend to shareholders. These results show that

My Food Bag is a high-quality business, positioned for growth.

As a group, we are committed to profitable business

growth and have every faith that capital markets will better

reflect the underlying strength in this business over time.

BUSINESS UPDATE

Navigating COVID-19 and inflation

As with all New Zealand businesses, the second half of the

financial year was marred by the impact of the Delta and

Omicron COVID-19 outbreaks.

As a ‘just-in-time’ food delivery business, My Food Bag was

reliant on its partners and its own operations being able to

function at full capacity throughout this period.

The outbreaks presented ongoing challenges to operating

procedures, productivity, front line staff availability and

increased health and safety costs.

The second half of FY22 also featured strong inflationary

pressures affecting virtually all input costs, particularly

ingredients and, directly and indirectly, labour costs

and availability.

Throughout this period the business’s highest priority was,

and still is, keeping its people and suppliers’ teams safe,

while also being mindful of ongoing business continuity risks

posed by the pandemic.

As a result of labour availability uncertainty due to the Omicron

variant of COVID-19, we made the decision to temporarily

reduce the recipe choice we offered customers and to stop

taking orders for the My Food Bag Kitchen during March.

The accumulative result of a challenging period in Q4 FY22

dampened financial performance, offset by micro-management

of largely cost and supply issues as our processes adapted.

By the end of the quarter a sense of predictability began

to return.

LETTER FROM THE CHAIR AND CEO

W h a t ’s

simmering

3

LETTER FROM THE CHAIR AND CEO

1. Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. Pro forma EBITDA has not been restated

for the change in accounting policy relating to software as a service arrangement.

Record breaking brand campaigns
The company celebrated a record Christmas period with

Christmas Day orders up 11.8% year-on-year, and an

estimated 100,000 Kiwis enjoying a My Food Bag Christmas

meal. As part of the Christmas campaign, we also launched our

first fully plant-based Christmas meal.

Following our generous amount of Christmas cheer, we went on

to help a record number of Kiwis reset their year in a healthy

direction with our highest ever level of Fresh Start sales.

The Fresh Start programme started in 2017 and is an example

of how My Food Bag can offer value beyond recipes and

ingredients, helping thousands of Kiwis manage weight with

a varied, delicious, low calorie diet – a clear opportunity for

future value growth.

Innovation delivering value

My Food Bag’s innovation programme continued to deliver

strong outputs in FY22.

The launch of the My Food Bag Kitchen pilot in July was the

company’s first significant step beyond weeknight dinners. This

curated collection of food solutions for different meal occasions

has helped simplify life for our customers and offered the

company a clear growth path.

While still in the pilot phase, more than 200 different products,

with a weekly range available of more than 80 items, across

ten categories have been offered and the potential of the

concept has been proven. The Kitchen achieved an attachment

rate of 14% and average order value of $21 in H2 FY22.

During the year, recipe choices were also added to all Bargain

Box and Fresh Start bags, and there was an increase in the

number of recipes offered in our My Food Bag branded range.

The company also invested in web and the iOS app to

improve customer experience, offering more flexibility and

ease of adding more meals and/or upgrading to premium,

gourmet recipes.

Building for South Island growth

The completion of a new Christchurch factory was delivered

on time and on budget, and was opened mid-April 2022,

complete with four pick lines and capacity for a wider

Kitchen range.

The facility is a foundation to deliver more growth in the South

Island and has scope for further expansion in years to come.

Strong supplier relationships

In the final quarter of the financial year we concluded a new

produce contract with our most important food ingredient

provider, T&G Fresh. This, along with our current contractual

arrangements with our cornerstone suppliers such as NZ Post

and Neat Meat, puts us in a secure position for the year ahead.

Sustainability and community engagement

The whole My Food Bag team is committed to creating a better

way for people to shop and eat. In 2021 we mapped out the

four pillars we intend to deliver on:

• Better packaging

• Better for the environment

• Better for our people and the community

• Better, safe food.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

4

By their very nature, meal kits are as much as 33% more
greenhouse-gas efficient than supermarket-bought meals

because of reduced wastage in the supply chain.* But we

are committed to reducing the environmental footprint of our

business further than this.

In FY22, we delivered a soft plastics programme that diverted

more than 13 tonnes of soft plastic waste from landfill. This,

along with our commitment to use minimal amounts of the

most sustainable packaging, reflects our focus on reduction,

recyclability and reusability wherever possible.

The company also continued to donate unused Food Bags

and leftover ingredients to charities across the Motu to reduce

food waste to as close to zero as possible.

During the year we launched a partnership with the Heart

Foundation NZ aimed at making it easier for Kiwis to eat for

a healthier heart. Between the company’s efforts and those

of our customers, more than $50,000 in donations were

raised for our charity partner, Garden to Table.

Senior Leadership appointments

During the course of the FY22 year we strengthened the

My Food Bag senior leadership team with the addition of

Cassie Ormand leading People & Culture, Joanne Mitchell

leading Marketing & Customer Love, and Paul Kelly

leading Operations.

Outlook

The board and management anticipate continued uncertainty

across macro-environment challenges, such as inflation,

labour availability and supply chain pressures. But we

remain confident in our growth plans. Underpinned by our

strong brand and distribution reach, we continue to look for

opportunities by offering exceptional recipes and ingredients,

and enhanced customer flexibility and choice.

Supporting this we will also be expanding our product

offering through the Kitchen, while investing in the

resilience of our operating environment.

SUMMARY

The Board and CEO wish to thank

staff at My Food Bag for delivering

a strong performance in FY22 during

a period of uncertainty.

We would also like to acknowledge the role of My Food Bag’s

partners in the food, packaging, transport and services sectors

who’ve committed to supporting the company through the

many challenges presented through FY22.

We look forward to an exciting year ahead, in anticipation

of more success in meeting Kiwis’ growing demand for high

quality, locally sourced food ingredients combined with recipes

and meal options that suit their lifestyle.

Tony Carter Kevin Bowler

Chair CEO

* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)

5

LETTER FROM THE CHAIR AND CEO

$
194 m

7.0c

/

SHARE


REVENUE

DIVIDEND

NPAT

YOY GROWTHYOY GROWTH

Sliced

& diced

1. 7%18 .1%

RESULTS AT A GLANCE

LTIFR

6.5

$

126 . 6

$2.23 YOY

ACTIVE CUSTOMERS

AOV

61. 7 k

FY22 Q4

Lost Time Injury Frequency Rate

Gross dividend yield of 12.2% based on share price of $0.80

per share (as at 16 May 2022)

$

34.2m

PRO FORMA EBITDA

$

20m

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

6

* Note ref needed.

MEALS DELIVERED SINCE LAUNCH
Our customers

love convenience

growth in

ready-made meals

38%

Plant Based and

Veggie meals sold

this year

2.8m+

& diced

Total number of

4 star out of 5 and

above recipe ratings

13T

of soft plastics diverted from

landfill thanks to our Soft Plastics

Recycling programme

200,000

More than 200

products launched

in the My Food Bag

Kitchen

202220212020201920182017201620152014

1m

4m

10m

22m

34m

54m

69m

90m

106m

106 m

7

RESULTS AT A GLANCE

Restated
FY22FY22FY21

Reported PFIReported

FINANCIAL PERFORMANCE ($MILLION UNLESS STATED)

Deliveries volume ('000s)1,5321,5031,533

Revenue 194.0186.4190.7

Ingredients margin*95.592.88 9 .1

Contribution margin**52.753.848.8

EBITDA34.034.015 . 3

Pro forma EBITDA34.234.229.0

Net profit after tax (NPAT)20.02 0 .12.4

BALANCE SHEET AND CASH FLOW ITEMS ($MILLION)

Total assets105.79 9 .1102.4

Cash and cash equivalents5.9(0.2)1.6

Total liabilities 38.832.848.2

Net cash / (debt) 2.5(1.3)(14.3)

Net cash flows from operating activities29.526.623..8

RECONCILIATION OF GAAP TO NON-GAAP FINANCIALS ($MILLION)

Net profit after tax 20.020.12.4

Add back:

Depreciation and amortisation5 .15.04.6

Net financing costs1.01 .11.7

Income tax expense7. 87. 86.5

EBITDA34.034.015.3

Change in accounting for SaaS arrangements0.30.30.2

Listed company costs(0.6)

Offer costs14 .1

Pro forma EBITDA34.234.229.0

FINANCIAL PERFORMANCE – KEY FINANCIAL METRICS

The table below summarises

the key financial metrics.

8

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2022

* Ingredients margin is defined as revenue less cost of goods sold (excluding assembly and distribution expenses).

** Contribution margin is defined as revenue less cost of goods sold.

The annual report includes certain non-GAAP financial information, including EBITDA and Pro forma EBITDA. EBITDA is a performance measure used extensively by the Board and

management as an indicator of underlying profitability. Non-GAAP performance measures, including EBITDA, are not defined in NZ IFRS and are not subject to audit. Non-GAAP

performance measures are defined consistently by all companies. Accordingly, these performance measures may not be comparable with similarly titled performance measures used

by other companies.

Select your meals
Extending Choice

Across FY22, recipe choice drove higher

average order value and increased order

frequency. It is clear that this strategy is

delivering what customers want and

business outcomes.

After first launching recipe choice in January 2020, the range

of options was expanded to 15 meals across My Choice

during FY22. Recipe choice was offered across Bargain Box

and Fresh Start brands through FY22.

During the year we saw particularly strong success with the

launch of our Superquick options within My Choice. These

options are typically selected by around half of My Choice

customers every week reflecting the desire for quick meals

some nights of the week.

The most recent innovation within My Choice is Gourmet recipe

selection, which allows customers to upgrade to a Gourmet

meal within their weekly recipe selection. Since introducing

it in March we have already experienced good uptake and

an average recipe rating of more than 4 (out of 5) for these

premium recipes.

Growing recipe choice across our portfolio of brands also

allowed us to analyse what recipes customers are selecting.

We then cross reference this with recipe ratings to drive

efficient menu planning resulting in more options we know

Kiwi customers will love.

KEY ACHIEVEMENTS

Freshly

made

9

KEY ACHIEVEMENTS

Expanding Beyond Meals
In July 2021, we launched the My Food Bag

Kitchen, offering a curated collection of food

solutions in addition to our range of meal kits.

The Kitchen is designed to tempt customers to purchase more

of their weekly shop from My Food Bag, and to meet more

meal occasions across the week, plus add on a few special

treats. It is one of the reasons behind the uplift in overall

average order value during FY22, compared to FY21.

Using the company’s well-established supplier network and

procurement expertise, we quickly built a range of ‘hard-to-

find’ food products and unique solutions for our customers to

choose from. More than 200 different products, with a weekly

range available of more than 80 items, across ten broad

categories have been offered through the Kitchen pilot to date.

At My Food Bag’s interim results we reported that Kitchen

attachment rates were in line with our internal target of

10% – 15%, and an average order value in excess of $20 in

September. Across the second half of FY22, this has continued

to improve as the product range has expanded and average

order value has been maintained.

The Kitchen was taken offline for two order cycles in March

FY22 while we managed the risk of labour shortages and

uncertainties due to Omicron across up-stream suppliers and

all pick and packing operations.

Once re-started, the company’s focus returned to three

workstreams to grow the Kitchen in the medium term:

• Expanding the range;

• Growing awareness and attachment across

current customers;

• Further optimising product data and stock management.

The My Food Bag Kitchen also provides a secondary benefit

of offering valuable insights into adjacent food and grocery

categories, informing the company’s growth options beyond

meal kits and ready-made meals.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

10

11
KEY ACHIEVEMENTS

Investing in being
a South Island local

My Food Bag is committed to maintaining

robust supply chains and sourcing as locally

to the company’s customers as we can.

As part of this approach, we worked with Calder Stewart

to design and build a new factory for our South Island

operations which we have leased. We transitioned to the

new site in April FY23.

With four complete pick lines and capacity for a bigger

Kitchen offer, across 4405m

2

, the new site increases our

capacity in the South Island. The new centre lays down

strong foundations for My Food Bag in the South Island and is

future-proofed as we have substantial space to expand further,

as required.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

12

Online platform
enabling personalisation

My Food Bag’s in-house digital team

developed several new features and

advancements to our online platform.

These features improve customer experience,

flexibility and personalisation to drive better

customer engagement.

During the year, we re-launched the My Food Bag iOS app

so that customers can more easily choose recipes and add

items from the Kitchen to their weekly orders.

The app now allows us to direct personalised push

notifications, prompting buy specials or suggesting recipes to

select. By combining targeted email communications with push

notifications to specific customer cohorts, we have achieved

improved levels of uptake of specific promotional offers.

Across both our web and app platforms, our team rolled out

the ability for customers to seamlessly add additional meals to

their weekly subscription, including premium-priced Gourmet

meals. We expect this will continue to result in average order

value improvements across the next year.

13

KEY ACHIEVEMENTS

My Food Bag’s sustainability strategy helps
us bring to life our vision of creating a better

way for people to shop and eat.

Our Sustainability Pillars

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE –

CREATING A BETTER WAY TO SHOP AND EAT

Feeding

BETTER

PACKAGING

Packaging is an essential

part of our business and

a primary focus across

everything we do.

This pillar includes our

in-product packaging,

operational waste and

on-site office waste.

BETTER FOR THE

ENVIRONMENT

We’re Kiwi through and

through and want to do all we

can to ensure we’re helping

keep Aotearoa clean, green

and beautiful, and inspiring

others to do the same.

This pillar includes our

emissions, energy consumption,

landfill impact and

climate-friendly working.

BETTER FOR OUR

PEOPLE & COMMUNITY

We believe cooking and

eating together builds stronger,

healthier communities and

we want to utilise our unique

advantage here to ensure

Kiwi communities are

flourishing nationwide.

This pillar includes our charity

support, community initiatives,

staff and health & safety.

BETTER,

SAFER FOOD

We offer our customers

uncompromisingly high food

safety standards for our

product and a transparent

supply chain made up of local

and trusted suppliers.

This pillar includes our local

sourcing, our Approved

Supplier Programme, our

Food Safety standards

and our allergen and

labelling processes.

our future

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

14

My Food Bag’s ESG Framework
BETTER PACKAGING

Improve the sustainability of our

packaging with a focus on reduction,

recyclable or compostable material

and supporting our customers

to thoughtfully dispose of their

packaging waste.

Key focus areas

• Internal packaging

(boxes, insulation, ice)

• On-site waste

BETTER FOR THE ENVIRONMENT

Continue to develop greener practices

through monitoring and ongoing

initiatives to understand, minimise and

mitigate our impact on the environment

to ensure our meal kits are the most

climate-friendly way to shop and eat.

Key focus areas

• Food miles

• Freight

• Energy usage

• Water usage

• Food waste

• Climate-friendly

cooking

BETTER FOR OUR

PEOPLE & COMMUNITY

To support our people and

the wider community to eat

better and live better. 

Key focus areas

• Charitable partnerships

• Staff benefits and initiatives

• Health & safety

BETTER, SAFER FOOD

To ensure we maintain uncompromisingly

high health and safety standards for our

people and product and a transparent

supply chain.

Key focus areas

• Local sourcing

• Approved supplier programme

• Food safety

• Allergens & labelling

Customers eat delicious

meals that are good for

them and the planet.

We are committed and

excel in supporting the

wellbeing of our staff.

We support Kiwi communities to

help them thrive through being

happier and healthier.

We sit at the forefront of food

and sustainability innovation

for Aotearoa and the world.

OUR VALUE OUTCOMES

Feed the future of Aotearoa with a healthier and more sustainable way to eat.

Icons indicate which of the United Nations Sustainable Development Goals (UNSDGs) our ESG Pillars are aligned with.

15

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

SPOTLIGHT ON:
Soft Plastics

Recycling Programme

We know from our

customers that plastic

waste is the issue they

are most concerned about, so this

continues to be a big focus area for us.

At the very end of FY21 we launched

a Soft Plastics Recycling Programme,

in partnership with the NZ Packaging

Forum and Future Post. This initiative

has led the category by offering a

direct pick-up recycling solution to our

customers for their entire household’s

soft plastics. To date 19,400 bags

have been collected. At approximately

700g per bag, more than 13 tonnes

of soft plastic waste has been

redirected from landfill. Collected

soft plastics are sent to Futurepost who

recycle them into long life fence posts

and garden boxes.

Better packaging

We are committed to using the minimum

amount of the most sustainable packaging

we can, to keep food safe and fresh for

our customers.

Examples include:

• Approximately 80% of our ingredients by value are now

delivered to our factories in reusable crates.

• We use 100% compostable and biodegradable wool

insulation to keep our ingredients fresh and chilled in transit.

• Our cardboard boxes are made from forest stewardship

council (FSC) certified 47% recycled cardboard and all our

paper printing comes from FSC-certified pulp.

• We were the first to use 100% water in our ice packs,

instead of the gel still found in many chiller packs.


FILL WITH ALL

YOUR CLEANED

SOFT PLASTICS

ORDER SOFT

PLASTICS

RECYCLING BAG

SEAL SOFT

PLASTICS

RECYCLING BAG

ORDER

COLLECTION

OF YOUR SOFT

PLASTICS

RECYCLING BAG

2

1

3

4

16

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)
Better for the environment

We aspire for our meal kits to be the most

climate-friendly way to shop and eat.

What does this look like?

• 98% of our fresh meat and produce is proudly locally

sourced close to our North Island and South Island

factories, greatly reducing transport emissions.

• Through careful planning, management and partnership,

we are a near-zero food waste company.

• Research shows meal kits to be as much as 33% more

greenhouse-gas efficient than supermarket-bought meals

because of reduced wastage in our supply chain.*

• Working with NZ Post, our delivery partner, to optimise

delivery routes and minimise emissions for our depot-to-

door deliveries.

SPOTLIGHT ON:

Climate-friendly eating

With the carbon footprint of a plant

based diet sitting significantly below

that of a meat-lovers, encouraging more

plant based and veggie meals into our

customers diets is good for their health

and for the planet.

This year we increased the number of

veggie and plant based meals in our

range with the introduction of more

veggie meals into Bargain Box Choice

and Fresh Start, and sold more than

2.8 million plant based and veggie meals.

17

SUSTAINABILITY, COMMUNITY & PEOPLE

Better for our
people and communities

We passionately believe that cooking and

eating together can help build stronger,

healthier families and communities.

How we do this:

• Any unused food bags and food left over from recipe

tests are given to families in need through our support of

charitable organisations including Kiwi Harvest and City

Missions across the country.

• Introduced a partnership with the Heart Foundation aimed

at making it easier for Kiwis to choose to eat for a healthier

heart. My Food Bag’s heart-healthy recipes align to the

principles of a Mediterranean lifestyle, with all recipes

meeting a set of criteria that were developed in conjunction

with the Heart Foundation.

• My Food Bag’s motto “Work Safe, Home Safe” is frequently

referenced as a reminder for our team to take all steps to

work safely, so that they can go home to their families safely.

Our health and safety committees have representatives at

every assembly site and our senior leadership team take an

active approach in safety monitoring.

• The company has maintained our Lost Time Injury Frequency

Rate (LTIFR) at 6.5. LTIFR is the number of reported injury

and treatment incidents multiplied by 1,000,000 divided

by total hours worked in the period.

SPOTLIGHT ON:

Garden to Table

My Food Bag and its customers raised

more than $50,000 for Garden to Table,

a charitable trust empowering kids to

grow, harvest, prepare, and share great

food, during FY22.

This was a significant growth on FY21

donations thanks to the generosity of

our customers. We also created two

delicious veggie-based baking products

which were sold in the Kitchen and

donated the profits from these products

to Garden to Table.

BEETROOT BROWNIES

SELF SAUCING CARROT PUDDING

18

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2022

Better, safer food
The company strives to build

uncompromisingly high food

safety standards and a transparent

supply chain, through its emphasis

on local sourcing and Approved

Supplier Programme.

This is achieved by:

• Maintaining our sourcing of fresh produce and

protein at 98% local. This is important in reducing

food miles as well as connecting our customers

to the food on their plate.

• Operating under a National Level 3 Food Safety

Programme, compliant with the Food Act 2014.

• Requiring our suppliers to uphold our expectations,

codes and standards of supplying quality and

safe food.

SPOTLIGHT ON:

Local suppliers in the Kitchen

Through My Food Bag Kitchen we’ve built

the distribution and awareness of many

growing Kiwi brands.

Paneton, a My Food Bag supplier for many

years, offers a range of fresh breads in

the Kitchen, all freshly baked in their

Auckland bakery.

We’ve backed snack food brands Serious

Popcorn, Tom & Luke and Molly Woppy,

which have all featured in many of our

popular festive & snack bundles.

We’ve also made a successful entrance into

the beverages category with a number of

emerging local brands, such as Almighty,

Kombucha Bros and Alchemy & Tonic.

19

SUSTAINABILITY, COMMUNITY & PEOPLE

The 200+ strong team at My Food Bag are
united by a desire for excellence in food and

for delivering for customers. Together, we

work in a highly energetic and collaborative

culture reflective of the My Food Bag brand,

and place a high priority on the health and

wellbeing of all employees.

Like most workplaces, COVID-19 meant the company had to

do all sorts of things a little differently. Senior leaders rolled

up their sleeves to pack food boxes when many staff were

isolating, and some creativity was needed to maintain our

collaborative culture from a distance.

We are also really proud of how our team adapted to

strengthened health and safety processes that were needed

through the pandemic.

To help us retain and attract talent across all teams, we have

introduced a flexible working policy as well as a reward

structure that better aligns pay with capability.

New senior leaders Cassie Ormand, Joanne Mitchell and

Paul Kelly in our leadership team have brought fresh energy

to the areas of People & Culture, Marketing & Customer Love

and Operations respectively.

MY FOOD BAG TEAM

The right

mix

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

20

mix
21

MY FOOD BAG TEAM

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 boxes full of

nutritious, locally sourced ingredients along with easy-to-follow

recipes direct to families across New Zealand. We take the

stress out of meal planning and help to bring families together

around mealtimes. Since the business commenced trading in

2013, we have delivered more than 100 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 focused on

evolving our product offering through innovation and a strong

understanding of customers’ needs to appeal to a wide range

of New Zealanders. We continue to innovate to meet changing

consumer food, demographic and societal trends, and most

recently entered the large ready-made meal category with

our MADE brand. My Food Bag’s extensive database, high

brand awareness, digital capabilities and nationwide coverage

provide a strong platform for growth, as well as an opportunity

for expansion beyond our current product scope.

MY FOOD BAG OPERATIONS

Recipe

for success

16

%

FRESH START

26

%

BARGAIN BOX

3

%

MADE

55

%

MY FOOD BAG

TOTAL

DELIVERIES

FY22

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

22

During the year, we launched recipe choice for Bargain
Box customers with a range that includes family faves,

vegetarian options and Superquick recipes.

This is 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.

The continued year-on-year investment in Fresh Start

marketing and loyalty initiatives resulted in another

record year for Fresh Start. Recipe choice was also

introduced for Fresh Start with a broad range covering

fish, meat, vegetarian and ready-made meal choices.

This range focuses on goal-based

recipes designed to help customers

achieve health goals through their

diet, whether it be for weight loss

or fitness.

We expanded both the product formats with MADE

and the product availability in FY22. Fresh soups and

ready to heat puddings were launched in time for winter

2021, and we drove significant meal growth through the

addition of MADE meals within Fresh Start Choice and

as an item to add to your order in the Kitchen.

This is an important format

differentiator to our meal kits.

Designed to offer an easier and

more convenient alternative to

cooking a recipe, MADE offers a

range of fresh, ready-made meals.

More than 200 products have been offered since launch

covering new meal occasions like breakfast, desserts and

beverages. Specific ranges for occasions and seasons

have also been launched including a “Festive Fare”

range and a summer BBQ collection.

The My Food Bag Kitchen is a

curated collection of pantry staples

and delicious solutions for new

meal occasions that customers can

add to their weekly orders.

Kitchen

In FY22 the recipe range in My Choice was expanded

with the launch of a range of Heart Healthy recipes in

collaboration with the Heart Foundation. And in Mar 22,

we launched “Gourmet Upsell”, a new offer that allows

customers to upgrade to a premium recipe each week.

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.

23

MY FOOD BAG OPERATIONS

Efficient Operation
– Every Week

1. C REATE

Every week, our

chefs and in-house

nutritionist develop

new recipes, building

on our database of

over 10,000 recipes.

Our 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 choose

from the full

My Food Bag brand

portfolio with options

for different numbers

of people and nights

per week.

Customers can

choose to have their

bag delivered weekly

or fortnightly on a

flexible subscription.

5. RECIPE RATINGS

Customers can then

rate the 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

directly to customers

on a Saturday,

Sunday or Monday.

4. COOK & ENJOY

The fun begins! Using

our step-by-step

recipes, customers

create and 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

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

24

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

reviews and places

orders with suppliers

TUESDAY & WEDNESDAY

• Ingredients begin to arrive at our assembly

centres in Auckland and Christchurch, with the

majority arriving on site on Wednesday and

Thursday. Other ingredients are delivered

as late as Friday to ensure freshness

• Ingredients are 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 is made to

customers electing

Saturday delivery

• Bargain Box and

MADE deliveries

begin (via the NZ Post

overnight network)

FRIDAY

• Staging commences

to get boxes ready

for pickup from

the Auckland

and Christchurch

assembly centres

SUNDAY

• My Food Bag and

Fresh Start branded

boxes are delivered

to customers via

NZ 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

13

4

765

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

and mobile app

My Food Bag operates a negative working capital position. This is a benefit

of the operating model arising because cash is generated from customers before

it has to pay suppliers for the cost of goods sold.

25

MY FOOD BAG OPERATIONS

Supply Chain Overview
We operate a largely outsourced and asset-light supply chain

model, while always maintaining close oversight across supply

and delivery.

ASSEMBLY CENTRES

• We are the only large-

scale New Zealand meal-

kit delivery business with

chilled assembly centres in

both the North and South

Islands, providing logistical

efficiencies, more localised

sourcing of ingredients and

greater delivery certainty

to the South Island.

OVERNIGHT & EXCLUSIVE

DELIVERY NETWORKS

• We have a strong

relationship with distribution

partner NZ Post who

currently operate an exclusive

Sunday delivery service for

My Food Bag.

FOOD SUPPLIERS

• 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.

• Our supply chain with food

suppliers is robust and

resistant to adverse events,

with 98% of all meat and

produce sourced locally in

New Zealand.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

26

Food Safety
My Food Bag is subject to the National Programme

Level 3 (guidelines set out by the Ministry for Primary

Industries – MPI) as a retailer which handles food but

does not prepare or manufacture food. MPI complete

business and site audits of National Programme

Level 3 once every two years.

We also require our suppliers to meet a strict prescribed

code of conduct outlining food safety, ingredient and

operational requirements. We regularly review and audit

our food handling settings as well, to ensure procedures

meet the recommended standards. We maintain a direct

line of contact with our 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 have a systematic approach to the management of

health and safety. Detailed health and safety policies,

standards and procedures are implemented alongside

hazard and risk management processes, including an

incident notification and management system. 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.

27

MY FOOD BAG OPERATIONS

GROWTH STRATEGY
Market

opportunities

We have a strategy to expand our share of

the retail food sector via a pipeline of growth

initiatives. Underpinned by our nationwide

brand love we will grow the business by:

1

Winning in meals

2


Expanding our horizons

3


Enhancing our strong foundations

Taking a greater

share of Aotearoa’s

$37 billion retail

food sector

MEAL KIT

MARKET

READY

MEALS

MARKET

GROCERY

RETAIL

RETAIL FOOD

SECTOR

$37


BILLION

$25


BILLION

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

28

1
Winning in meals

Inspiring more Kiwis to dine in more often,

with continued innovation, and commitment

to quality & delicious meal kit solutions.

• A clear portfolio approach to differentiate brands each with

a clear mission, including Bargain Box and taking our goal-

based offering to the next level with Fresh Start

• Improving our personalisation and customisation options

to add more value

• A relentless focus on improving the customer experience

from the Development Kitchen, Digital, Operations and

Customer Love teams

Lead the modernisation of the ready-made

meal market through quality, innovation

and convenience.

• Build awareness to drive subscription model and add-on

options for meal kit customers

• Extend menu choices into more meal occasions and

more audiences

• Strengthen margin while protecting and growing IP

• Exploring vertical integration opportunities

29

GROWTH STRATEGY

2
Expanding our horizons

Expand the Kitchen – A curated collection

of food solutions that meet the needs of more

meal occasions

• Provide more solutions by accessing more meal occasions

and further expansion of high success categories

• Extend the Kitchen range depth and breadth, fuelled by the

introduction of better picking technology

• Build awareness via paid advertising and owned assets,

as well as leveraging new product introductions

• Grow sales via bundling, promotions, in-app

recommendations, and upsell and personalised navigation


Extend into new categories

• The Kitchen and the company’s experience collaborating

with other companies provides a low-risk/low-cost pilot into

new categories to inform further investment decisions

• The Kitchen allows us to introduce new categories to our

database, building a more logical connection for consumers

between our existing products and new categories

• Continue to assess M&A options, targeting businesses that

we can add value to

• Collaborating with complementary players in other

categories to innovate wider offerings

COLLABORATIONTHE KITCHEN

M&A

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

30

3
Enhancing our strong foundations

System and operational step change

• Transform our operating model by introducing picking

technology that assures the scalability of the operation

to meet future customer and business requirements

• Integrate technology and data platform to support

improvements to picking capability

• Smooth transition to the new Christchurch factory

• Active management of key business risks, such as cyber

security and operational processes

• Continued investment in food safety systems and processes

Culture and capability

• Recognising the workforce needs of the future, My Food Bag

will undertake a reset of its approach to attracting, retaining

and engaging talent during FY23

• The reset will reflect a change in ‘ways of working’ following

two-years during which the pandemic necessitated

remote working for many staff and changed the way we

collaborate and communicate

• The business is acutely aware of the need to build its

attractive employment brand by offering the right balance

of reward, recognition, learning, and growth prospects

for its people. Planning for the introduction of a staff share

scheme is well underway, with implementation anticipated

in the first quarter of FY23

Integrated ESG ambition

• Intensify our focus on measurement, and then further

reduction and recyclability of packaging

• Working with our suppliers to measure, and then reduce

the end-to-end carbon footprint

• Create healthier Kiwi communities by building strong

integrated partnerships with the likes of our existing partners

such as Garden to Table and City Missions

• Encourage better food choices by providing a wide range

of plant-based and healthier options with a strong bias to

local sourcing

• Continue to minimise food waste and help customers reduce

food waste by providing portioned ingredients

• Encourage diversity across the business, particularly

in leadership

31

GROWTH STRATEGY

Sarah Hindle
Independent Non-Executive Director

Sarah was appointed as a director

of My Food Bag in January 2021.

She has a broad range of experience in

management and governance across the

technology and consumer sectors. Sarah

was most recently the founding general

manager of Tech Futures Lab, where

she helped grow New Zealand’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.

She 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 Business School

of Management. She is enrolled as a

barrister and solicitor of the High Court

in New Zealand.

Tony Carter

Independent Chair

Tony joined the My Food Bag board

in January 2021 and was appointed

Chair at that time.

He 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 Vector, The Interiors Group

and The Skin Institute. He was formerly

Chair of Air New Zealand for six years,

Chair of Fisher & Paykel Healthcare for

eight years, a director of Fletcher Building

for nine years and a director of ANZ

Bank New Zealand for 10 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’s of Philosophy

at Loughborough University of

Technology in the United Kingdom.

In 2020 he was made a Companion

of the New Zealand Order of Merit

for services to business governance.

Jennifer (Jen) Bunbury

Independent Non-Executive Director

Jen was appointed as a director

of My Food Bag in January 2021

and acts as Chair of the Audit and

Risk Committee.

She has an extensive background

in financial services, including NZX

listings, acquisitions, mergers and

strategic advisory. Jen 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 Limited until October

2020 and was a director of Togo Group

during this time. She is a member of the

NZ 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.

BOARD OF DIRECTORS

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

32

Chris Marshall
Non-Executive Director

Chris joined the My Food Bag board

on 6 October 2016, upon Waterman

Capital’s acquisition of a majority stake

in the Company.

He 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 he worked in

a management consulting role in London

assisting mid-market businesses.

Chris is a member of Waterman Capital’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.

He graduated with a Bachelor of

Commerce from the University of

Otago and is a Chartered Accountant.

Jon Macdonald

Independent Non-Executive Director

Jon joined the My Food Bag board

in January 2021.

He has deep experience in technology,

the internet and consumer behaviour.

Jon 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

and Sharesies.

Earlier in his career, Jon worked in

the United Kingdom 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.

33

BOARD OF DIRECTORS

MANAGEMENT TEAM
My Food Bag’s Senior Leadership Team has an average tenure

at the Company of four years. The team brings a depth and

breadth of experience across multiple industries including

FMCG, services, e-commerce and media.

The team members 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 has a proven track record of driving the business strategy

and culture effectively.

Kevin Bowler

Chief Executive Officer

Kevin drives the team to do

the basics brilliantly every

week while also developing

and implementing the

Company’s 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 Winter

Chief Financial Officer

Mark leads the finance

function and has primary

responsibility for planning,

implementing and controlling

all finance-related activities.

Mark is also responsible for

leading the procurement

team. He leads these

teams with a strong focus

on collaboration and

business partnerships.

Past experience:

• Group Financial

Controller, Fonterra

Brands NZ

(2016 – 2019)

• Commercial Manager

Operations & Supply

Chain, Fonterra Brands

NZ (2015 – 2016)

• General Manager

Commercial Operations,

Fonterra LATAM

(2014 – 2015)

Paul Kelly

Chief Supply Chain Officer

Paul oversees a broad team,

and is responsible for both

our operations and logistics

teams. This includes the

management of our assembly

operations in both the North

and South Islands, as well

as the nationwide logistics

teams. Paul also leads

the compliance functions

covering both health and

safety and food safety.

Past experience:

• General Manager –

Dairy Process Excellence,

Fonterra (2021 – 2022)

• Director Technical

Excellence (Acting),

Fonterra (2019 – 2021)

• General Manager –

Value Chain Centres

of Excellence, Fonterra

(2016 – 2019)

• Director Operations,

Fonterra Brands

(2012 – 2014)

Jo Mitchell

Chief Customer Officer

Jo leads the teams who are

focused on understanding,

engaging with, and

enhancing the experience

our customers have with My

Food Bag. The eCommerce

and Brand Marketing teams

create and implement

strategies and campaigns

to drive revenue growth

and the Customer Love

team ensures My Food Bag

delivers an award winning

customer service experience,

and constantly delights

our customers.

Past experience:

• Marketing Director, NZ

Breweries (2020 – 2021)

• Director of Marketing NZ,

McDonalds Restaurants

NZ (2013 – 2020)

• Marketing Manager

Coffee UK, Kraft Foods

(2007 2011)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

34

Craig 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)

Cassie Ormand

Head of People & Culture

Cassie drives performance

and culture within the

business by ensuring sound

frameworks and processes

are in place to attract and

retain great people and

enable them to achieve.

She leads a team that

offers commercially focused

advice in partnership

with the business to

drive culture, capability

and communication.

Past experience:

• Head of People & Culture

Plan B (2019 – 2021)

• Senior HR Business

Partner, Goodman Fielder

(2018 – 2019)

• Head of HR AMEA,

Rexam Beverage Can

(2014 – 2017 )

Polly Brodie

Head of Development Kitchen

Polly leads a passionate

team who are responsible

for both recipe development

and food photography. The

culinary team design the

menus and recipes as well as

sourcing and developing new

ingredients. The team ensure

that not only is the product

delicious, but ingredient

margin is maintained while

upholding My Food Bag’s

high food quality and

nutrition 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 Whitwell

Head of Innovation

Trish drives business growth

through the creation of new

products and the evolution

of existing ones. 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)

35

MANAGEMENT TEAM

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
36

Statement of
Financial Position

38

Statement of

Comprehensive Income

39

Statement of

Changes in Equity

40

Statement of

Cash Flows

41

Notes to the

Financial Statements

42

Independent

Auditor‘s Report

64

Financial Statements

FOR THE YEAR ENDED 31 MARCH 2022

FINANCIAL STATEMENTS

37

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
38

Statement of Financial Position

AS AT 31 MARCH 2022

NZ$000Note2022

Restated

1


2021

ASSETS

Current

Cash and cash equivalents5 , 9131,599

Trade and other receivables

5

570512

Inventories

6

2,6081 , 216

Prepayments1,7992,168

Total current assets10,8905,495

Non-current

Property, plant and equipment

9

3,3723 , 11 8

Intangible assets

10

84,88984,846

Right-of-use assets

11

6,2698,618

Other receivables248308

Total non-current assets94,77896,890

Total assets105,668102,385

LIABILITIES

Current

Trade and other payables

7

13,0001 2 , 11 8

Deferred revenue4,0042,682

Lease liabilities

11

2,0222,542

Derivative financial liabilities-179

Other current liabilities

8

1,0891,98 0

Tax liability4,850826

Total current liabilities24,96520,327

Non-current

Lease liabilities

11

5, 5767,464

Borrowings

13

3 , 4 1115,864

Deferred tax liability

15

4,5564,282

Provisions250250

Total non-current liabilities13,79327,860

Total liabilities38,75848,187

Net assets66,91054,198

EQUITY

Share capital

12

59,33659,336

Retained earnings7, 5 74(5,138)

Total equity 66,91054,198

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 19 May 2022.

Tony Carter

Chair

19 May 2022

Jen Bunbury

Director

19 May 2022

1. Comparative information has been restated for the change in accounting policy relating to software as a service arrangements. Please see the General Information section, page 44

for further details.

39
FINANCIAL STATEMENTS

39

NZ$000Note20222021

Income

1

193,954190,710

Cost of sales(141,282)(141,913)

Gross profit52,67248,797

Marketing expenses(4,804)(4,527)

Financing expenses(1,079)(1,690)

Indirect expenses(19,130)(19,223)

Other income

1

14 832

Share-based payment expense-(305)

Offer costs-(14,115)

Net profit before tax

3

27,8078,969

Income tax expense

15

(7,800)(6,527)

Net profit after tax20,0072,442

Total comprehensive income20,0072,442

Earnings per share

NZ$NZ$

Basic and diluted earnings per share

4

0.08 0.01

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 MARCH 2022

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
40

Note

Share

capital

Other

shareholder

contributions

Retained

earnings

Share-based

payment

reserve

Total

equity NZ$000

At 1 April 202159,336-(5,138)-5 4 ,19 8

Net profit for the year--20,007-20,007

Total comprehensive income for the year--20,007-20,007

Dividend

12

--(7,295)-(7,295)

At 31 March 202259,336-7, 5 74-66,910

At 1 April 20201,00051,0955,76935958,223

Net profit for the year--2,442-2,442

Total comprehensive income for the year--2,442-2,442

Dividend (Pre IPO)

12

--(13,349)-(13,349)

Share-based payment expense---305305

Vesting of employee share options5 , 5 41--(664)4,877

Offer costs(2,046)---(2,046)

Proceeds from primary issuance54,841---54,841

Repayment of shareholder loans-(51,095)--(51,095)

At 31 March 202159,336-(5,138)-54,198

Statement of Changes in Equity

FOR THE YEAR ENDED 31 MARCH 2022

41
FINANCIAL STATEMENTS

Statement of Cash Flows

FOR THE YEAR ENDED 31 MARCH 2022

NZ$000


2022

Restated

1

2021

OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers194,958188,291

Proceeds from insurance59-

Interest received4013

Cash was applied to:

Payments to suppliers(160,667)(158,992)

Interest paid (1,211)(1,698)

Tax paid(3,645)(3,858)

Net cash flows from operating activities29,53423,756

INVESTING ACTIVITIES

Cash was provided from:

Proceeds from the sale of property, plant and equipment117

Cash was applied to:

Purchase of property, plant and equipment(896)(674)

Payments for development of software(1,983)(2,007)

Net cash flows from investing activities(2,868)(2,674)

FINANCING ACTIVITIES

Cash was provided from:

Proceeds from issue of shares -54,841

Proceeds from repayment of shareholder options-1,535

Proceeds from borrowings

13

8,00067,095

Cash was applied to:

Principal payments on leases(2,557)(2,226)

Dividends paid(7,295)(13,349)

Repayment of borrowings

13

(20,500)(68,095)

Equity repurchase-(51,095)

Offer costs-(16,161)

Borrowing establishment costs-(365)

Net cash flows from financing activities(22,352)(27,820)

Net increase/(decrease) in cash flows4,314(6,738)

Cash and cash equivalents at the beginning of the year1,5998,337

Cash and cash equivalents at the end of the year 5 , 9131,599

1. Comparative information has been restated for the change in accounting policy relating to software as a service arrangements. Please see the General Information section, page 44

for further details.

General Information 43
Financial Performance 45

1. Income 45

2. Segment Reporting 45

3. Expenses 46

4. Earnings per Share (EPS) 46

Working Capital 47

5. Trade and Other Receivables 47

6. Inventories 47

7. Trade and Other Payables 48

8. Other Current Liabilities 48

Long-term Assets 49

9. Property, Plant and Equipment 49

10. Intangible Assets 50

11. Leases 52

Funding and Equity 54

12. Share Capital and Dividend 54

13. Borrowings 55

14. Financial Risk Management 56

Other Notes 57

15. Taxation 57

16. Related Party Transactions 58

17. Operating Cash Flow Reconciliation 59

18. Contingent Liabilities 59

19. Capital Commitments 59

20. Comparison to Prospective

Financial Statements

60

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2022

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

42

43
FINANCIAL STATEMENTS

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2022

General Information

Reporting Entity

My Food Bag Group Limited is a profit-oriented company incorporated and domiciled in New Zealand. My Food Bag Group

Limited is registered under the Companies Act 1993 and is a FMC reporting entity under the Financial Markets Conduct Act 2013.

My Food Bag Group Limited is listed on the NZX Main Board and as a Foreign Exempt Listing on the Australian Securities

Exchange (ASX).

The consolidated financial statements (the financial statements) presented are for My Food Bag Group Limited and its wholly owned

subsidiary My Food Bag Limited (together referred to as “the Group”).

Basis of Preparation

STATEMENT OF COMPLIANCE

These financial statements comply with International Financial Reporting Standards (IFRS) and New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS). These financial statements have been prepared in accordance with Generally

Accepted Accounting Practice applicable to for-profit entities and the requirements of the Financial Markets Conduct Act 2013.

BASIS OF MEASUREMENT

These financial statements have been prepared on the historical cost basis except for derivative financial instruments which are

measured at fair value.

FUNCTIONAL AND PRESENTATION CURRENCY

These financial statements are presented in New Zealand dollars (NZ$), which is the Group’s functional currency, and rounded to

the nearest thousand dollars (NZ$000) unless otherwise stated.

Significant Estimates and Judgements

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the

reported amounts of income, expenses, assets and liabilities, and the accompanying disclosures. Actual outcomes may differ from

these estimates.

Information about significant estimation uncertainty and judgments in applying accounting policies that have the most significant

effect on the amounts recognised are set out below:

• Recoverable amount assessment (Note 10 Intangible Assets)

An impairment test is performed annually to assess the recoverable amount of goodwill. The recoverable amount is based on 

a value-in-use calculation that requires the use of estimates.

• Lease liabilities (Note 11 Leases)

At the commencement of a lease contract that includes renewal options, judgement is required to determine the lease term.

COVID-19 CONSIDERATIONS

My Food Bag is classified as an essential business by the New Zealand government which means it is able to operate at all

alert levels. To operate through the pandemic, additional health and safety protocols have been established to maintain a safe

environment. My Food Bag is also registered as a critical service and participates in the close contact exemption scheme using

Rapid Antigen Tests. The risks associated with COVID-19 include supply chain disruption and the availability of labour. These risks

are primarily managed through collaboration with key suppliers.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
44

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

Significant Accounting Policies

The significant accounting policies which are relevant to an understanding of these financial statements are included throughout

the notes to the financial statements.

CHANGE IN ACCOUNTING POLICY

In April 2021, the IFRS Interpretations Committee published a final agenda decision, Configuration or Customisation Costs in a

Cloud Computing Arrangement. This agenda decision confirms that in a SaaS arrangement, costs incurred to configure or customise

the provider’s application software are recognised as an expense when the services are received.

SaaS arrangements are service contracts providing the Group with the right to access a cloud provider’s application software over

the contract period. The Group has previously capitalised configuration and customisation costs incurred in implementing a SaaS

arrangement as an intangible software asset and amortised them over the contract period.

The change in recognition of these costs has been applied retrospectively and impacted these financial statements as follows:

Statement of Comprehensive Income:

• An increase in indirect expenses for the year ended 31 March 2021 of NZ$179,000;

• A decrease in amortisation expense on intangible assets for the year ended 31 March 2021 of NZ$179,000.

Statement of Financial Position:

• An increase in prepayments at 1 April 2020 of NZ$1,088,000;

• A decrease in intangible assets at 1 April 2020 of NZ$1,088,000;

• An increase in prepayments at 31 March 2021 of NZ$1,217,000;

• A decrease in intangible assets at 31 March 2021 of NZ$1,217,000.

Statement of Cash flows:

• An increase in payments to suppliers and employees for the year ended 31 March 2021 of NZ$308,000;

• A decrease in payments for development of digital assets for the year ended 31 March 2021 of NZ$308,000.

RE-PRESENTATIONS

To improve disclosure effectiveness, the following presentation changes have been made in the Statement of Financial Position:

• Raw materials work in progress and Packaging have been combined and presented as Inventories. In the financial statements

for the year ended 31 March 2021 these items were presented separately.

• Lease receivable has been included in Other receivables. In the financial statements for the year ended 31 March 2021 lease

receivable was presented separately.

Comparative period information has been re-presented to reflect the current year presentation as shown below.


NZ$000Note

Audited

2 0 21

Inventories

adjustment

Receivables

adjustment

Re-presented

2021

Statement of Financial Position (Extract)

Trade and other receivables

5

460-52512

Raw materials and work in progress1,024(1,024)--

Packaging19 2(192)--

Inventories

6

-1 , 216-1 , 216

Lease receivable52-(52)-

Total current assets4,278--4,278

Standards Issued but Not Yet Effective

There are no new or amended standards that are issued, but not yet effective, that are expected to have a material impact to

the Group.

45
FINANCIAL STATEMENTS

Financial Performance

1. Income

Revenue from the sale of goods is recognised when control of the goods transfers to the customer. This is typically when the

goods are delivered to the customer.

The amount of revenue recognised reflects the consideration that the Group expects to be entitled for providing the goods

to the customer.

Revenue is measured as the sales price (net of discounts), adjusted for customer credits. Customer credits are recognised

as deductions from revenue at the time that the related sales are recognised.

Payment for the goods is typically received in advance of delivery. The payment received in advance of delivery is recognised

in the Statement of Financial Position as a liability (deferred revenue) until the goods are delivered to the customer.

NZ$00020222021

Contracts with customers193,954190,710

Total income193,954190,710

Interest income4013

Proceeds from insurance59-

Other income5835

Loss on disposal of plant, property and equipment(9)(16)

Total other income14 832

2. Segment Reporting

Operating segments are determined based on the financial information that is regularly reported to the Chief Executive Officer

(CEO) and Chief Financial Officer (CFO). The CEO together with the CFO is considered to be the Chief Operating Decision

Maker (CODM).

The Group operates in one reportable segment being online meal kit and food delivery. This consists of creating and delivering

meal kits, pre-prepared ready-to-heat meals and grocery items to New Zealand customers.

The Group operates in one geographic area, New Zealand.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
46

3. Expenses

Net profit before income tax has been arrived at after charging/(crediting) the following items:


NZ$0002022

Restated

2021

Staff expenses

Salaries and wages13 ,16 813,365

Defined contribution

426366

Interest expense

1,2582,008

Fair value of derivatives

(179)(318)

IT expenses

2,2672,108

Depreciation and amortisation

5 ,1214,589

Fees paid to the auditor (Ernst & Young)

Audit and review of the financial statements

1

12 098

1. The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.

4. Earnings per Share (EPS)

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders by the weighted average

number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity holders and the weighted average

number of shares outstanding during the year for the effects of shares with dilutive potential. There were no shares with dilutive

potential for either of the years presented.

20222021

Basic and diluted earnings per share

Net profit attributable to equity holders (NZ$000)20,007 2,442

Weighted average number of shares on issue (000)242,438 242,438

Basic and diluted earnings per share (NZ$)0.080.01

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

47
FINANCIAL STATEMENTS

Working Capital

The Group operates a weekly business cycle, with orders for the following week’s delivery confirmed and invoiced on a Sunday

night. Ingredients arrive at our assembly centres on Tuesday through Friday, and are packed into boxes on Thursday and Friday

prior to being delivered to customers. This means that the profile of working capital across trade receivables, inventories and

payables varies depending on the day of the week the reporting date falls. The 31 March 2022 was a Thursday (31 March 2021:

Wednesday).

5. Trade and Other Receivables

Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Trade receivables are

initially recognised at the amount invoiced to the customer and subsequently measured at the amount expected to be collected.

Estimates are used to determine the amount of trade receivables that may not be collected. A provision for impairment of trade

receivables is recognised based on the lifetime expected credit loss at each reporting date.

NZ$00020222021

Trade receivables23818 9

Provision for impairment of trade receivables(125)(112)

Other receivables457292

GST receivable-14 3

Trade and other receivables570512

6. Inventories

Inventories are measured at the lower of cost or net realisable value. In the case of finished goods, cost includes direct costs plus

a portion of fixed and variable overheads incurred in assembling the finished goods.

NZ$00020222021

Ingredients and work in progress1,5841,024

Finished goods76 6-

Packaging25819 2

Inventories2,6081, 216

During the year inventories of NZ$103,976,000 (2021: NZ$108,204,000) were recognised as an expense in Cost of sales.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
48

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

7. Trade and Other Payables

Trade and other payables are recognised at the amount invoiced by the supplier, or the estimated amount where the cost

is accrued.

NZ$00020222021

Trade payables11 , 9 6 511,302

Other payables38458

Accrued expenses6 5175 8

Trade and other payables13,00012 , 11 8

8. Other Current Liabilities

Liabilities for wages and salaries and annual leave are recognised at the amounts expected to be paid when the liabilities

are settled.

NZ$00020222021

Accrued wages and salaries279943

Annual leave627550

Employee benefits9061,493

Dividend withholding tax-14 3

Other liabilities18 3344

Other current liabilities1,0891,980

EMPLOYEE BENEFITS

In May 2022 the Board approved an Employee Share Ownership Scheme (ESOS) and a Long-Term Incentive scheme (LTI) for the

year ending 31 March 2023. The restricted share rights and the performance share rights will be granted to participants following

the announcement of the Group’s financial results for the year ended 31 March 2022. The key features of the schemes are as follows:

ESOS

Permanent employees working at least 30 hours per week are eligible to participate in the ESOS. Under the scheme, participants

are awarded restricted share rights of $3,000 annually. The rights vest after two years, subject to participants continued employment

with the Group.

LTI

The Senior Leadership Team and certain Key Operational Leaders are eligible to participate in the LTI. Under the scheme,

participants are awarded performance share rights based on a percentage of their base salary. For the FY23 scheme the rights vest

after two years, subject to achievement of the following performance measures:

• 50% of the rights vest based on continued employment with the Group,

• 50% of the rights vest based on continued employment with the Group and the relative Total Shareholder Return (TSR) compared

to the companies included the NZX 50.

The Board has indicated that for future grants under the LTI, if any, the vesting period would be increased to 3 years as the scheme

becomes more established.

49
FINANCIAL STATEMENTS

Long-Term Assets

9. Property, Plant and Equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses.

Cost includes the purchase consideration and those costs attributable to bringing the asset to the location and condition

necessary for its intended use. Subsequent costs are capitalised only when it is probable the future economic benefits

associated with the item will flow to the Group. The carrying amount of any replaced part is derecognised. All other repairs

and maintenance costs are recognised as an expense when they are incurred.

Gains or losses on disposals are calculated by comparing the sales proceeds with the carrying amount, and are recognised

in profit or loss.

Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value, over its useful

economic life. Residual values and useful lives are reviewed, and adjusted if required, each financial year.

The depreciation rates for each class of property, plant and equipment are as follows:

• Motor vehicles 21% - 25%

• Plant and machinery 8% - 67%

• Furniture, fixtures and fittings 13% - 67%

• Computers 50% - 67%


NZ$000

Motor

vehicles

Plant and

machinery

Furniture,

fittings and

equipment Computers Total

Cost

At 1 April 20214122,7791, 8525265,569

Additions-6802419 2896

Disposals(23)(13)(5)(7)(48)

At 31 March 20223893,4461, 8717 116,417

Accumulated depreciation

At 1 April 20212938389134072,451

Depreciation3435510213 2623

Disposals(18)-(5)(6)(29)

At 31 March 20223091,19 31, 0105333,045

Net book value at 31 March 2022802,2538 6117 83,372

Cost

At 1 April 2020

4182,5651, 8244765,283

Additions224328413 66 74

Disposals(28)(218)(56)(86)(388)

At 31 March 20214122,7791,8525265,569

Accumulated depreciation

At 1 April 202025274 67703 742 ,14 2

Depreciation633 0119 511 56 74

Disposals(22)(209)(52)(82)(365)

At 31 March 20212938389134072,451

Net book value at 31 March 202111 91,94193911 93 , 11 8

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
50

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

10. Intangible Assets

The significant intangible assets recognised by the Group are goodwill, brands and software assets.

Goodwill

Goodwill represents the premium paid by the Group over the fair value of the Group’s share of net identifiable assets of an

acquired subsidiary at the date of acquisition. Goodwill is initially measured at cost and subsequently measured at cost less

accumulated impairment losses, if any. Goodwill is not amortised.

Brands

Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as part of a business

combination. A brand is determined to have an indefinite life where there is an intention to maintain and support the brand

for an indefinite period. Indefinite life brands are not amortised, they are subsequently measured at cost less accumulated

impairment losses, if any.

Software assets

Software assets, both purchased and internally developed, are capitalised provided there is an identifiable asset, controlled by

the Group, that will generate future economic benefits through supporting revenue generation or cost savings. Subsequent costs

are capitalised if they extend the useful life or enhance the functionality of the asset. Software assets are amortised on a straight-

line basis over their estimated useful lives (using amortisation rates of 14% - 50%). Amortisation is included in Indirect expenses.

Impairment testing

Goodwill and indefinite life brands are tested for impairment annually, or more frequently if there is an indicator of impairment.

Software assets are tested for impairment when an indicator of impairment exists.

51
FINANCIAL STATEMENTS


NZ$000GoodwillBrandsSoftware

Software

WIP Other Total

Cost

At 1 April 2020 (Restated)63,63118,3573 ,19 56965 , 2 6191,14 0

Additions--52,002-2,007

Transfers--1, 798(1,798)--

Disposals--(1,378)--(1,378)

At 31 March 2021 (Restated)63,63118,3573,6209005,26191,769

Accumulated amortisation

At 1 April 2020 (Restated)--1, 6 71-5 , 2 616,932

Amortisation--1,361--1,361

Disposals--(1,370)--(1,370)

At 31 March 2021 (Restated)--1,662-5,2616,923

Net book value at 31 March 2021

(Restated)63,63118,3571,958900-84,846


NZ$000GoodwillBrandsSoftware

Software

WIP Other Total

Cost

At 1 April 2021 (Restated)63,63118,3573,6209005 , 2 6191, 76 9

Additions--1311, 852-1,98 3

Transfers--2,480(2480)--

At 31 March 202263,63118,3576,2312725,26193,752

Accumulated amortisation

At 1 April 2021 (Restated)

--1,662-5 , 2 616,923

Amortisation

--1,94 0--1,94 0

At 31 March 2022--3,602-5,2618,863

Net book value as at 31 March 202263,63118,3572,629272-84,889

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
52

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

IMPAIRMENT TESTING

The recoverable amount of the Group, which is a single cash-generating unit, was determined on a value-in-use basis using

a discounted cash flow methodology.

The model uses a 5-year cash flow forecast based on the budget for the financial year ending 31 March 2023 approved by

the Board. Cash flows for years two to five have been prepared based on growth expectations for the core meal kit business in

its current state, without inclusion of strategic growth initiatives.

The key assumptions in the cash flow forecast are revenue growth (estimated based on number of deliveries and average order

value), ingredients price inflation and operational performance. The values attributed to the key assumptions are based on past

performance and current market information including, where negotiated, contracted prices for ingredients.

The long-term growth rate applied to the forecast cash flows after year 5 is 2.0% (2021: 2.0%). This reflects the expected long-term

economic growth rate in New Zealand.

The discount rate used in the model is 8.5% (2021: 6.8%).

The impairment test does not result in an impairment of goodwill or indefinite life brands. Reasonably possible changes in key

assumptions do not result in impairment of goodwill or indefinite life brands.

11. Leases

Lease liabilities

Lease liabilities are recognised at the commencement date of the lease at the present value of the future lease payments over

the term of the lease. If the rate implicit in the lease is not readily determinable, the lease payments are discounted using the

Group’s incremental borrowing rate at the lease commencement date. The lease term is the non-cancellable period plus rental

renewal options that are determined to be reasonably certain to be exercised. Once the lease has commenced, the Group only

reassesses the lease term on occurrence of a significant event or change in circumstance that is within its control and affects its

ability to exercise, or not exercise a renewal option in the contract.

Right-of-use assets

Right-of-use assets are initially measured at the amount of the lease liability at commencement date plus direct costs incurred

in establishing the lease and an estimate of costs required to dismantle and remove the underlying asset or to restore the

underlying asset.

Right-of-use assets are depreciated on a straight-line basis over the lease term, unless the useful life of the asset is less than

the lease term, or if the Group will own the asset at the end of the lease term. In these circumstances the right-of-use asset is

depreciated over the useful life of the asset.

The Group enters into lease arrangements for property, and plant and machinery. Leases of property have lease terms between two

and ten years, plant and machinery have terms between three and five years. Changes to the lease payments are renegotiated at

periods specified in the contracts and are usually based on the consumer price index or market rental rates. The Group has elected

not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases. These lease costs are

recognised as an expense as incurred.

53
FINANCIAL STATEMENTS

Information about right-of-use assets is shown below.

20222021

NZ$000

Net book

value

Depreciation

charge

Net book

value

Depreciation

charge

Property6,0292,3698,4182,410

Plant and machinery24018 920013 0

Motor vehicles---14

Right-of-use assets6,2692,5588,6182,554

Additions to right-of-use assets during the year were NZ$232,000 (2021: NZ$4,587,000).

Amounts recognised in the Statement of Comprehensive Income

NZ$0002022 2021

Interest on lease liabilities328496

Expense relating to short-term leases and low value assets151204

Lease liabilities

Total cash payments for leases during the year was NZ$2,885,000 (2021: NZ$2,647,000).

Leases not yet commenced

The lease of the Group’s new assembly and distribution site in Christchurch commenced in April 2022. The total cash payments over

the non-cancellable lease term is NZ$8,322,000, of which $760,000 is due within 12 months of balance date.

At 31 March 2022 the Group has entered into leases for machinery that have not yet commenced. The total cash payments over the

non-cancellable lease terms of these leases is NZ$231,000.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
54

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

Funding and Equity

12. Share Capital and Dividend

The Group completed an Initial Public Offering (IPO) and listed on the NZX Main Board and the Australian Securities Exchange

(ASX) on 5 March 2021.

SHARE CAPITAL

20222021

Fully paid ordinary sharesNZ$000

Number

(000s)NZ$000

Number

(000s)

At 1 April59,336242,4381,000100

Share split---201,600

Primary issuance--54,84129,644

Issuance on vesting of share options--2 ,19 811,094

Tax on share options vested--3,343-

Offer costs--(2,046)-

At 31 March59,336242,43859,336242,438

All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as

declared by the Board and are entitled to one vote per share. All shares rank equally in any surplus on winding up of the Group.

DIVIDENDS

A liability to pay a dividend is recognised when the distribution is declared by the Board. A corresponding amount is recognised

directly in equity.

20222021

Interim dividend for 2021 (Pre IPO)-6,288

Final dividend for 2021 (Pre IPO)-7,061

Interim dividend for 2022 – 3.0 cents per share7, 2 9 5-

Dividends paid7,29513,349

The imputation credit account balance as at 31 March 2022 is NZ$481,000 (2021: NZ$500).

Dividend declared after the reporting period

On 19 May 2022 the Board declared a fully imputed final dividend of 4.0 cents per share, to be paid on 16 June 2022 to

shareholders on the company’s register on 1 June 2022.

CAPITAL MANAGEMENT

The Group’s capital includes share capital and retained earnings. The objective of the Group’s capital management is to maintain a

strong capital base to support investor and market confidence and the future growth of the business. To manage the capital structure,

the Group may adjust the proportion of earnings paid to shareholders, return capital to shareholders, issue new shares or amend

capital spending plans.

The Group is not subject to externally imposed capital requirements.

55
FINANCIAL STATEMENTS

13. Borrowings

Borrowings are initially measured at fair value, net of transaction costs incurred. Borrowings are subsequently measured at

amortised costs using the effective interest method.

The Group’s net debt position is shown below.

NZ$00020222021

Bank loan – non-current

3 , 4 1115,864

Total borrowings

3,41115,864

Less: cash and cash equivalents

(5,913)(1,599)

Net (cash)/debt(2,502)14,265

A reconciliation of the changes in borrowings to the proceeds and repayments of borrowings presented in the Statement of

Cash Flows is shown below.

NZ$00020222021

Total borrowings at 1 April

15,86416,554

Proceeds from borrowings

8,00067,095

Repayments of borrowings(20,500)(68,095)

Non-cash change in deferred finance costs4731 0

Total borrowings at 31 March3,41115,864

Funding arrangements

The Group’s funding arrangements are shown below.


NZ$00020222021

Revolving credit facility – drawn down

3,50016,000

Revolving credit facility – undrawn

31,50019,000

Total revolving credit facility

35,00035,000

Bank overdraft – undrawn5,0005,000

Total facilities40,00040,000

The revolving credit facility of NZ$35,000,000 expires on 5 March 2024. The amount drawn down is secured over current and

future accounts receivables and other property, plant and equipment of the Group. The interest rate on the revolving credit facility

comprises base rate (BKBM rate) plus a margin of 1.74%.

The Group was in compliance with its banking covenants during the year and at 31 March 2022.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
56

14. Financial Risk Management

The objective of the Group’s risk management framework is to appropriately identify and manage risks within acceptable levels.

Risk management policies and procedures are reviewed regularly to ensure they reflect changes in market conditions and the

Group’s activities.

The financial risks that impact the Group are liquidity risk and interest rate risk and credit risk.

LIQUIDITY RISK

Liquidity risk is the risk that the Group will encounter difficulties in meeting its financial commitments as they fall due. The Group

manages its liquidity risk by maintaining a level of undrawn credit facilities and a spread of maturity dates.

The table below shows the timing of the gross contractual cash flows of the Group’s financial liabilities.

2022

NZ$000

Carrying

amount

Contractual

cash flows

3 months

or less

3 to 12

months

1 to 5

years

Bank loan3 , 4 113,500--3,500

Lease liabilities7,5987,8805 911, 6135, 676

Trade and other payables13,00013,00013,000--

Financial liabilities24,00924,38013,5911, 6139 ,176

2021

NZ$000

Carrying

amount

Contractual

cash flows

3 months

or less

3 to 12

months

1 to 5

years

Bank loan15,86416,000--16,000

Lease liabilities10,00610,5226972,0997, 7 2 6

Trade and other payables1 2 , 11 81 2 , 11 81 2 , 11 8--

Financial liabilities37,98838,64012,8152,09923,726

INTEREST RATE RISK

Interest rate risk is the impact of changes in interest rates on the financial results. The Group manages its interest rate risk through

the use of interest rate swaps where appropriate, based on the amount and tenure of the Group’s borrowing requirements.

The following table shows the effect on profit or loss and equity at reporting date of a reasonably possible change in interest rates.

A change in interest rates would impact the floating rate interest payments on the Groups borrowings held at reporting date.

20222021

NZ$000EquityProfitEquityProfit

50 basis point (2021: 10 basis point) increase(19)(19)(4)(4)

10 basis point decrease4444

In the year ended 31 March 2021, the Group had an interest rate swap agreement in place for a notional amount of

NZ$15,000,000. Under this arrangement the Group paid a fixed rate of interest of 2.785% and received a variable interest rate.

The interest rate swap matured on 30 September 2021.

CREDIT RISK

Credit risk is the risk of loss due to customers not paying amounts owed. The Group’s exposure to credit risk is managed through

the Group’s operating model, where payment for the goods is typically received in advance of delivery. Refer to Note 5 Trade and

Other Receivables for details of the level of provision for impairment of trade receivables at reporting date.

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

57
FINANCIAL STATEMENTS

Other Notes

15. Taxation

Tax expense comprises current and deferred tax. Tax expense is recognised in the Statement of Comprehensive Income.

The tax consequence of items recognised directly in equity is also recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted

at the reporting date, and any adjustment to tax payable in respect of a previous year.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and those for tax purposes. Deferred tax is measured at the tax rate that is expected to apply to the

temporary differences when they reverse, based on laws that have been enacted or substantially enacted at the reporting date.

Deferred tax is not recognised on the initial recognition of goodwill, or the initial recognition of assets and liabilities in a

transaction that affects neither accounting nor taxable profit.

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the

temporary differences can be utilised.

Tax expense

NZ$00020222021

Current period7, 73 96,401

Adjustments for prior periods(213)46

Current tax expense7,5266,447

Origination and reversal of temporary differences2 7474

Recognition of previously unrecognised tax losses-6

Deferred tax expense27480

Income tax expense7,8006,527

Reconciliation of effective tax rate

NZ$00020222021

Profit before tax27,8078,969

Prima facie income tax expense at 28% on profit before tax7,7862,511

Under provided in prior year-46

Non-deductible expenses143,970

Income tax expense7,8006,527

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
58

Deferred tax

Deferred tax assets and liabilities are attributed to the following:

NZ$000At 1 April 2021

Recognised in the Statement

of Comprehensive IncomeAt 31 March 2022

Property, plant and equipment(52)277225

Leases and right-of-use assets373(16)357

Prepayments-(265)(265)

Intangible assets(5,140)-(5,140)

Derivatives50(50)-

Accruals and provisions4 81(220)2 61

Tax losses carried forward

6-6

Net deferred tax liability(4,282)(274)(4,556)

NZ$000At 1 April 2020

Recognised in the Statement

of Comprehensive IncomeAt 31 March 2021

Property, plant and equipment19 7(249)(52)

Leases and right-of-use assets35419373

Intangible assets(5,140)-(5,140)

Derivatives13 9(89)50

Accruals and provisions2362454 81

Tax losses carried forward

6-6

Net deferred tax liability(4,208)(74)(4,282)

16. Related Party Transactions

The transactions with related parties that were entered into during the year, and the year-end balances that arose from those

transactions are shown below.

KEY MANAGEMENT PERSONNEL REMUNERATION

Key management personnel comprise members of the Board and members of the Senior Leadership Team (SLT).

NZ$00020222021

Short-term employee benefits2,2692 ,191

Share-based payment transactions-202

Directors’ remuneration420289

Key management personnel remuneration2,6892,682

A Senior Executive Incentive Scheme was established in February 2021 for certain members of the SLT. Under this scheme the

eligible participants would be offered a number of share rights, subject to the achievement of certain performance hurdles.

No expense was recognised in relation to this scheme during the year because the performance hurdle, which required the Group

to outperform the EBITDA performance for the year ended 31 March 2022 presented in the Prospective Financial Information (PFI)

by a prescribed amount, was not expected to be met.

TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR

Transactions with related parties are at a discount to normal terms and conditions.

NZ$00020222021

Key management personnel

Sale of goods6360

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

59
FINANCIAL STATEMENTS

17. Operating Cash Flow Reconciliation

The reconciliation of net profit before tax to net cash flows from operations is shown below:

NZ$0002022

Restated

2021

Net profit before tax27,8078,969

Adjustments for non-cash items

Depreciation and amortisation5 ,1214,589

Non-cash change in deferred finance costs4731 0

Loss on sale of property, plant and equipment9(15)

Derivative financial instruments(179)(318)

Share-based payment expense-359

Changes in assets and liabilities

(Increase)/decrease in trade and other receivables(58)1, 077

(Increase) in inventories(1,392)(108)

Decrease/(increase) in prepayments369(482)

Increase in trade and other payables882422

Increase/(decrease) in deferred revenue1, 322(2,396)

(Decrease)/increase in other current liabilities(749)1,092

Income tax paid(3,645)(3,858)

Offer costs not included in operating activities-14 ,115

Net cash flows from operating activities29,53423,756

18. Contingent Liabilities

The Group has no contingent liabilities (2021: Nil)

19. Capital Commitments

The Group has capital commitments of NZ$61,000 (2021: NZ$35,000).

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
60

20. Comparison to Prospective Financial Statements

STATEMENT OF COMPREHENSIVE INCOME

NZ$000

Reported

2022

Unaudited

Prospective*

2022

Income193,954186,382

Cost of sales(141,282)(132,591)

Gross profit52,67253,791

Marketing expenses(4,804)(4,784)

Financing expenses(1,079)(1,088)

Indirect expenses(19,130)(20,063)

Other income14 8-

Net profit before tax27,80727,856

Income tax expense(7,800)(7,800)

Net profit after tax20,00720,056

Total comprehensive income20,00720,056

NZ$NZ$

Earnings per share

Basic and diluted earnings per share0.080.08

EXPLANATION OF VARIANCES

The key variances to PFI are:

• Higher income due to higher average order value driven by introduction of the Kitchen and price increases to recover

ingredient cost inflation.

• Higher cost of sales due to ingredient cost inflation and higher assembly and distribution costs associated with operating

during the COVID-19 pandem

ic.

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

61
FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

Reported 2022

NZ$000Share capital

Other

shareholder

contributions

Retained

earnings

Share-based

payment

reserve

Total

equity

At 1 April 202159,336-(5,138)-5 4 ,19 8

Net profit for the year--20,007-20,007

Total comprehensive income for the year--20,007-20,007

Dividend--(7,295)-(7,295)

At 31 March 202259,336-7, 5 74-66,910

Prospective (unaudited)* 2022

NZ$000Share capital

Other

shareholder

contributions

Retained

earnings

Share-based

payment

reserve

Total

equity

At 1 April 202159,373-(6,712)-52,661

Net profit for the year--20,056-20,056

Total comprehensive income for the year--20,056-20,056

Dividend--(6,400)-(6,400)

At 31 March 202259,373-6,944-66,317

EXPLANATION OF VARIANCES

The key variances to PFI are:

• Higher retained earnings brought forward at 1 April 2021 due to higher earnings than forecast in the year ended

31 March 2021.

• Higher interim dividend pai

d in December 2021.

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
62

STATEMENT OF FINANCIAL POSITION

NZ$000

Reported

2022

Unaudited

Prospective*

2022

ASSETS

Current

Cash and cash equivalents5 , 913-

Trade and other receivables5701, 284

Inventories2,6081, 527

Prepayments1,7991,935

Total current assets10,8904,746

Non-current

Property, plant and equipment3,3723,553

Intangible assets84,88984,432

Right-of-use assets6,2696 , 11 7

Other receivables248250

Total non-current assets94,77894,352

Total assets105,66899,098

LIABILITIES

Current

Trade and other payables13,0008,722

Deferred revenue4,0044,002

Lease liabilities 2,0221,952

Borrowings-15 0

Derivative financial liabilities-395

Other current liabilities1,0891,255

Tax liability4,8504,947

Total current liabilities24,96521,423

Non-current

Lease liabilities 5, 5765,501

Borrowings3 , 4 111,10 9

Deferred tax liability4,5564,498

Provisions250250

Total non-current liabilities13,79311,358

Total liabilities38,75832,781

Net assets66,91066,317

EQUITY

Share capital59,33659,373

Retained earnings7, 5 746,944

Total equity 66,91066,317

EXPLANATION OF VARIANCES

The key variances to PFI are:

• Higher net cash earned from operating activities used to repay borrowings.

• Higher inventories due to ingredient cost inflation and an increase in inventory holding as a response to operating during the

COVID-19 pandemic.

• Higher trade payables due to ingredient cost inflation.

• Lower supplier rebates receivable (presented in Trade and other receivables) and higher trade payables due to changes in

trading terms following supplier contract renegotiations during the year ended 31 March 2021.

Notes to the Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2022

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

63
FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS


NZ$000

Reported

2022

Unaudited

Prospective*

2022

OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers194,958186,931

Proceeds from insurance59

Interest received40-

Cash was applied to:

Payments to suppliers(160,667)(155,581)

Interest paid (1,211)(1,041)

Tax paid(3,645)(3,759)

Net cash flows from operating activities29,53426,550

INVESTING ACTIVITIES

Cash was provided from:

Proceeds from the sale of property, plant and equipment11-

Cash was applied to:

Purchase of property, plant and equipment(896)(1,076)

Payments for development of software(1,983)(1,638)

Net cash flows from investing activities(2,868)(2,714)

FINANCING ACTIVITIES

Cash was provided from:

Proceeds from borrowings 8,000-

Cash was applied to:

Principal payments on leases(2,557)(2,448)

Dividends paid(7,295)(6,400)

Repayment of borrowings (20,500)(23,797)

Net cash flows from financing activities(22,352)(32,645)

Net increase / (decrease) in cash flows4,314(8,809)

Cash and cash equivalents at the beginning of the year1,5998,659

Cash and cash equivalents at the end of the year 5 , 913(150)

EXPLANATION OF VARIANCES

The key variances to PFI are:

• Higher net cash inflows from operating activities due to higher average order value.

• Lower net cash outflows from financing activities as the higher net cash earned from operating activities was used to

repay borrowings

.


* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
64

Independent Auditor’s Report

FOR THE YEAR ENDED 31 MARCH 2022

A member firm of Ernst & Young Global Limited



Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other

than the financial statements and auditor’s report which is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained during the audit, or otherwise appears to be materially

misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair

presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced

Disclosure Regime, and for such internal control as those charged with governance determine is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on

behalf of the entity the Foundation’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless those charged

with governance either intend to liquidate the Foundation or cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.



Chartered Accountants

Auckland

27 September 2019

Independent auditor’s report to the shareholders of My Food Bag Group Limited

OPINION

We have audited the financial statements of My Food Bag Group Limited (the “Company”) and its subsidiaries (together the

“Group”) on pages 38 to 63, which comprise the consolidated statement of financial position of the Group as at 31 March 2022,

and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement

of cash flows for the year then ended of the Group, and the notes to the consolidated financial statements including a summary of

significant accounting policies.

In our opinion, the consolidated financial statements on pages 38 to 63 present fairly, in all material respects, the consolidated

financial position of the Group as at 31 March 2022 and its consolidated financial performance and cash flows for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial

Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to

the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s

shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those

standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners

and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Group.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of

the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed

to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying

consolidated financial statements.

65
FINANCIAL STATEMENTS

REVENUE

Why significantHow our audit addressed the key audit matter

The Group’s principal revenue stream is the sale of meal kits.

Revenue is recognised at the time of delivery of the meal kit.

Revenue is presented net of any sales discounts.

As customers pay for meal kits in advance of delivery, revenue

recognition is deferred until delivery of the meal kits. As a result,

at balance date, cash received in relation to undelivered meal

kits is deferred on the statement of financial position and presented

as a liability.

The volume of meal kits sold and the receipt of cash in advance

of delivery increases the likelihood that revenue is recorded in the

incorrect period.

Disclosures in relation to the Group’s revenue are included in

Note 1 to the consolidated financial statements.

In obtaining sufficient appropriate audit evidence, we:

• used data analytical techniques to assess the correlation

between revenue, deferred revenue and cash;

• validated a sample of cash receipts related to revenue

transactions;

• assessed the appropriateness of the deferred revenue

balance at year end by reference to deliveries subsequent

to balance date;

• analysed credit notes issued subsequent to balance date to

assess whether these indicated that revenue was incorrectly

recognised in the 2022 financial year; and

• considered the adequacy of the associated disclosures

in the consolidated financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The directors of the Company are responsible for the annual report, which includes information other than the consolidated financial

statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information,

we are required to report that fact. We have nothing to report in this regard.

DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial statements

in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial Reporting

Standards, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

A member firm of Ernst & Young Global Limited



Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other

than the financial statements and auditor’s report which is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained during the audit, or otherwise appears to be materially

misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair

presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced

Disclosure Regime, and for such internal control as those charged with governance determine is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on

behalf of the entity the Foundation’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless those charged

with governance either intend to liquidate the Foundation or cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.



Chartered Accountants

Auckland

27 September 2019

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
66

EY Sig.pdf 1 19/05/21 2:22 PM

Independent Auditor’s Report (continued)

FOR THE YEAR ENDED 31 MARCH 2022

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on

Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting

Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Brent Penrose.

Chartered Accountants

Auckland

19 May 2022

A member firm of Ernst & Young Global Limited



Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other

than the financial statements and auditor’s report which is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained during the audit, or otherwise appears to be materially

misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair

presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced

Disclosure Regime, and for such internal control as those charged with governance determine is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on

behalf of the entity the Foundation’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless those charged

with governance either intend to liquidate the Foundation or cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.



Chartered Accountants

Auckland

27 September 2019

67
Corporate Governance

Statement

68

Other Disclosures 81

Directory 87

Key Dates 87

Other Information

OTHER INFORMATION

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
68

The Board of My Food Bag Group Limited (Company) and its subsidiary (collectively, My Food Bag) are responsible for the

overall management of My Food Bag and aim to promote and achieve high standards of corporate governance, consistent with

the size and nature of My Food Bag’s operations.

The objective of strong corporate governance at My Food Bag is to lay the foundation for a culture that is open, transparent and

inclusive, and which develops capability, seeks out new opportunities and drives good decision-making, in turn creating long-term,

sustainable value for shareholders.

This Corporate Governance Statement provides an overview of My Food Bag’s current corporate governance framework, which

primarily takes into consideration contemporary corporate governance standards in New Zealand. It is therefore structured in the

same manner as the NZX Corporate Governance Code (NZX Code) and discloses the extent to which My Food Bag has followed

the recommendations in the NZX Code. The Board’s view is that (unless specifically stated) My Food Bag generally complies in all

material respects with the principles and recommendations set out in the NZX Code.

This statement was approved by the Board on 19 May 2022 and is current as at that date.

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.”

CODE OF ETHICS

My Food Bag expects its people to behave ethically and act with integrity. It has adopted a written Code of Ethics with which

all of its Directors and employees are required to comply. This Code does not include an exhaustive list of what is or is not acceptable

behaviour at My Food Bag – rather, it is intended to facilitate decisions and promote ethical standards that are

consistent with My Food Bag’s business standards, reputation, objectives and legal obligations.

The Code of Ethics (taken together with My Food Bag’s other internal policies and charters) includes the content specified in

Recommendation 1.1 of the NZX Code and will be reviewed by the Board at least every two years. It is currently structured

to include certain fundamental requirements for ethical behaviour generally, alongside a number of more targeted areas,

including the management of conflicts of interest, protection of My Food Bag’s assets and information, reporting of unlawful

or unethical behaviour, confidentiality and pursuit of corporate opportunities. Since My Food Bag’s last corporate governance

statement, the Code of Ethics was updated to reference My Food Bag’s inaugural modern slavery statement, recognising that

My Food Bag has a zero tolerance for modern slavery practices within its own operations and in its supply chain.

The Code of Ethics is readily available to all employees at My Food Bag. In addition, every new Director and employee of

My Food Bag is provided with a copy of the Code of Ethics as part of their induction to the business. Any breaches of the Code

of Ethics are required to be addressed promptly, dealt with consistently and handled by senior management and/or the Board,

as appropriate. The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set out in the Code

and My Food Bag’s separate Whistleblowing Policy.

The Code of Ethics is available to view on the My Food Bag investor website.

SECURITIES TRADING POLICY

My Food Bag has a Securities Trading Policy that details the Company’s trading policy and guidelines, including the restrictions on

trading in the Company’s securities. It applies to all Directors, employees and contractors of My Food Bag. The requirements imposed

by the policy are separate from, and in addition to, the legal prohibitions on insider trading.

The Securities Trading Policy places additional restrictions on certain “restricted persons” which includes the Directors, the Chief

Executive Officer (CEO), the members of the Senior Leadership Team and their direct reports. These restricted persons are generally

prohibited from trading in the Company’s securities during prescribed “blackout” periods. Outside of these blackout periods, the

restricted persons are generally permitted to trade with the prior written consent of the Chief Financial Officer (CFO) (and subject

always to compliance with underlying insider trading laws).

The Securities Trading Policy is available to view on the My Food Bag investor website.

Corporate Governance Statement

OTHER INFORMATION
69

Principle 2 – Board Composition and Performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

BOARD CHARTER

The role of the Board is to provide overall strategic direction to My Food Bag and effective management for the purpose of protecting

and enhancing the value of My Food Bag and its assets. The Board has legal responsibility for managing the business and affairs

of the Company, which, in practice, is substantially achieved through delegation to the CEO, who is charged with the day-to-day

operational leadership and management of the business (and who subdelegates certain functions to other members of the Senior

Leadership Team, subject to certain limitations and qualifications).

The Board operates under a written Board charter, which sets out the role, responsibilities, composition, structure and approach of

the Board. The charter provides guidance for the effective oversight and monitoring of the operational management of My Food Bag

on behalf of shareholders, employees and other stakeholders. The charter distinguishes and discloses the respective roles and

responsibilities of the Board and management – in this regard, Directors are generally free to discuss business matters with the

Senior Leadership Team, but they are expected to respect the distinction between Board and management responsibilities.

A copy of the Board charter is available to view on the My Food Bag investor website.

NOMINATION AND APPOINTMENT OF DIRECTORS

The appointment of directors to the Board is principally governed by the Companies Act 1993, the Company’s constitution and

the NZX Listing Rules. The Board has delegated to the Nomination and Remuneration Committee the responsibility to make

recommendations to the Board for nomination as members of the Board and its committees and the terms, if any, of such membership.

This Committee is governed by its own written charter. It is responsible for identifying individuals believed to be qualified to become

Board members, and to recommend to the Board the nominees to stand for election as directors at the annual shareholders’ meeting.

If a casual vacancy arises, the Committee recommends to the Board an individual to fill such vacancy. In nominating candidates,

the Committee may consider a range of factors and attributes, including any terms of reference for the Directors from time to time.

The Committee is also responsible for reviewing nominations from shareholders and providing recommendations to the Board in

respect of such nominations.

The Company enters into written agreements with each of its Directors establishing the terms and conditions of their appointment,

including in relation to their duties, term of appointment (subject to shareholder approval) and expectations of the role and

remuneration. In addition, the Company indemnifies and arranges insurance for its Directors in accordance with applicable laws

for certain claims which may be brought against them as directors.

Under the NZX Listing Rules, a director must not hold office (without re-election) past the third annual shareholders’ meeting following

that director’s appointment or three years, whichever is longer. From time to time certain Directors may also retire early and seek

reappointment at an annual shareholders’ meeting, so as to effectively stagger the appointment of Directors and better preserve

continuity by avoiding a scenario where all or a majority of the Directors are required to retire at the same meeting.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
70

DIRECTORS

The Board currently comprises five Directors: an independent Chair, Tony Carter; three independent non-executive Directors,

Sarah Hindle, Jen Bunbury and Jon Macdonald; and one non-executive Director, Chris Marshall. A profile highlighting the

experience of each Director, including his or her length of service with My Food Bag, is available on My Food Bag’s website

and included in the Board of Directors section of the Annual Report.

Directors are chosen for their corporate leadership skills, professional backgrounds, experience and expertise. The right blend of

skills and experience, combined with a diversity of perspectives, is crucial for the Board to be able to create value for My Food Bag’s

shareholders over the long term. The current balance of skills, experience, tenure and diversity on the Board is summarised below:

Board skills, experience,

tenure and diversity

ExperienceBanking and finance

Legal and regulatory

Technology

Consumer business

Grocery

Investment and M&A

SkillsFinancial acumen

Governance and compliance

Strategy and risk

Grocery supply chain and logistics

Customer experience and agri-tech

E-commerce

Investor relations

Tenure3 to 6 years1

Less than 3 years4

DiversityFemale40%

Male60%

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the

interests of shareholders. All Directors currently own shares (either directly or through a related entity or trust), and those relevant

interests are included in the Other Disclosures section of the Annual Report.

Corporate Governance Statement (continued)

OTHER INFORMATION
71

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

For the year ended 31 March 2022

Board meetings

available to

attend

Number

attended

ARC

1

meetings

available to

attend

Number

attended

NRC

2

meetings

available to

attend

Number

attended

Chris Marshall14144433

Tony Carter14144433

Jon Macdonald14144433

Sarah Hindle14134433

Jen Bunbury14144433

1. Audit and Risk Committee.

2. Nomination and Remuneration Committee.

During FY22, members of the Board also provided more informal oversight and strategic support to management at different times to

help assess the impacts of COVID-19 on My Food Bag’s business and its response as an essential service, including during the recent

Omicron outbreak.

DIVERSITY

My Food Bag aims to cultivate an environment where all of its people enjoy coming to work and contributing to the collective success

of the business. It is committed to creating an open workplace where every team member is welcomed, supported and inspired, and

where diversity is celebrated at all levels of the business. To do this, My Food Bag actively seeks to remove perceived or tangible

barriers to becoming part of the My Food Bag team and provides equal opportunities based on performance and potential.

My Food Bag has a written Inclusion and Diversity Policy that is available on the My Food Bag investor website. The guiding

principles of this policy include to: encourage diversity throughout the workforce; create a flexible and inclusive work environment;

leverage diversity of thought and individuality; ensure the behaviour of My Food Bag’s leaders reflects its values; attract and retain

talented people; and maintain a zero tolerance for bullying and harassment. This policy will be reviewed by the Board as required

and at least every two years.

Diversity and inclusion has been a hallmark of My Food Bag’s values since its inception, reflecting the values and expectations of the

founders of the business. These values are formalised in the written policy. The Board is generally comfortable with My Food Bag’s

core statistics with regards to diversity and inclusion, albeit it recognises there are always opportunities to further improve My Food

Bag’s workplace, including through new programmes and initiatives designed to target particular aspects of diversity and inclusion.

During FY22, the focus for management has been on supporting its people through further lockdowns and periods of isolation in

response to the pandemic. For many parts of My Food Bag, this has increased the opportunities for flexible working arrangements,

including remote working. This flexibility is expected to remain a feature of My Food Bag’s overall employment proposition going

forward, helping the business to recruit and retain employees from a diverse range of backgrounds and circumstances.

In FY23, as part of a broader focus on people and culture, My Food Bag will be considering whether there are new opportunities

to promote and advance diversity and inclusion, and whether to introduce any more formal measurable objectives for achieving

diversity that are reflective of My Food Bag’s values. As part of this, My Food Bag intends to review the extent of any gender pay

gap evident in the organisation and what steps the business can take to continue to effectively measure, monitor and improve this

issue. A further update on these diversity and inclusion initiatives, including any formal measurable objectives adopted, will be

provided in next year’s annual report (or other corporate governance reporting).

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
72

The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at

My Food Bag as at the last two balance dates is set out in the table below.

2021

1, 3

2022

1, 3

FemaleMaleFemaleMale

Directors2323

Officers

2

4444

Other employees1049113 088

Total11 09813 695

DIRECTOR TRAINING

On appointment, all Directors receive a comprehensive induction from the business to familiarise themselves with My Food Bag’s

management and operations. Under its charter, the Board has also committed to ensure that new Directors are appropriately

introduced to My Food Bag’s management and business, are acquainted with relevant industry knowledge and receive all

appropriate papers, policies and documents to enable them to discharge their duties effectively. Visits to specific operations

of the business are arranged, when appropriate, and reports and presentations from management are incorporated into the

Board meeting schedule on a regular basis.

More generally, Directors are expected to maintain appropriate levels of financial, legal and industry understanding, and are

encouraged to take responsibility for their own professional development, including by attending relevant courses or conferences

and through membership of industry bodies such as the NZ Institute of Directors. Each Director is also entitled to access Company

information and to seek independent advice in respect of their role as a Director should the need arise.

BOARD PERFORMANCE

The Board has committed to critically evaluate its own performance and the performance of individual Directors every two years

(as well as to review My Food Bag’s key policies and charters). In addition, the Chair of the Audit and Risk Committee reviews

that Committee’s performance at least every two years and is required to report her findings to the Board.

The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate

procedures are in place to review the performance of the Board as a whole, its Committees and the contributions of Directors.

More generally, open and constructive discussion is encouraged at all Board and Committee meetings to ensure decisions are

taken that benefit from the diverse range of skills, experiences and perspectives of Directors – in this regard, each Director is

expected to fully participate in meeting discussions, having read all Board and briefing papers provided.

INDEPENDENCE

The Board currently comprises fives Directors. All Directors are non-executive Directors. The Board has considered which of

the Directors are independent Directors for the purposes of the NZX Listing Rules and has determined that, as at 19 March 2022

(the date of this corporate governance statement), four Directors are independent Directors, including the Chair and the Chair

of the Audit and Risk Committee. The independent Directors are Tony Carter, Jen Bunbury, Jon Macdonald and Sarah Hindle.

Chris Marshall is not considered to be independent at this time due to his association with a current substantial product holder

of My Food Bag (Waterman Fund 3 LP).

The positions of Chair of the Board and CEO of My Food Bag are held by different people.

The Board’s standards for determining independence of Directors includes the non-exhaustive factors set out in Recommendation

2.4 of the NZX Code, and requires the Board to ultimately assess whether a Director’s interest, position, association or relationship

might interfere, or might reasonably be seen to interfere, with that Director’s capacity to bring an independent judgment to bear on

issues before the Board, to act in the best interests of the Company and to represent its shareholders generally. The Board assesses

the independence of Directors on their appointment and at least annually thereafter. If there is a change in the Board’s determination,

it will be announced to the market.

Corporate Governance Statement (continued)

1. As at 31 March in each year.

2. In accordance with NZX Listing Rule 3.8.1(c), an “Officer” for this purpose means a person who is concerned or takes part in the management of an issuer and reports directly to the

Board or a person who reports to the Board. In My Food Bag’s circumstances, this category of person comprises members of the Senior Leadership Team.

3. Directors, officers and other employees are also given the option to elect to not specify their gender or to identify as non-binary.

OTHER INFORMATION
73

The Company maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately

disclose to the Board the nature, monetary value and extent of that interest. A Director who is interested in a transaction may attend

and participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or

vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993

to sign a certificate. The particulars of entries made in My Food Bag’s Interests Register during FY22 are included in the Other

Disclosures section of the Annual Report.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

AUDIT AND RISK COMMITTEE

The Company has an Audit and Risk Committee which operates under its own written charter. The members of the Audit and Risk

Committee are currently the same as the Board, except that the Chair of the Audit and Risk Committee is Jen Bunbury who has a

background in financial services and was previously the Chief Financial Officer of another major listed company. Like the Board,

the Audit and Risk Committee is majority independent and comprises solely non-executive Directors of the Company.

The Committee may, in its discretion, invite My Food Bag’s external auditors (currently Ernst & Young), CEO, CFO, Financial

Controller and others, as appropriate, to attend committee meetings. The Committee meets formally at least three times a year,

including in the lead up to the release of half-year and annual results.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a combined Nomination and Remuneration Committee which operates under its own written charter. The members

of the Nomination and Remuneration Committee are currently the same as the Board, and the Chair of this Committee is now Jon

Macdonald, with Mr Macdonald having taken over this role from Tony Carter at the start of FY23. Like the Board, the Nomination and

Remuneration Committee is majority independent and comprises solely non-executive Directors of the Company.

The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the

Board in respect of Director nominations (including casual vacancies and composition of Committees), to review and recommend to

the Board appropriate remuneration of non-executive Directors, and to review and approve annually the remuneration strategy for

My Food Bag, including specific responsibilities in relation to the CEO and his direct reports.

Management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the Committee.

The Committee meets formally at least three times a year.

OTHER COMMITTEES

The Board does not consider that it is necessary at this time to establish any other standing committees. However, from time to time

the Board may seek to establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with,

specific issues.

TAKEOVER PROTOCOLS

The Board has established detailed takeover protocols to assist My Food Bag to prepare for, and to respond to, any unsolicited

approaches or proposals it may receive in relation to a takeover. These protocols would help to inform the Board of their roles and

responsibilities with respect to any approach or proposal, assist the Board and its advisers in developing and executing a response

strategy, and act as a basic guide on the process for any takeover offer. These protocols include the option of forming a committee

to investigate and consider the approach or proposal, with that committee to be comprised of Directors who are not interested in

the relevant approach.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
74

Principle 4 – Reporting and Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate

disclosures.”

CONTINUOUS DISCLOSURE

My Food Bag is committed to ensuring that all investors have equal, full and timely access to material information about the

Company that is accurate, balanced, meaningful and consistent.

The Company has established a written Continuous Disclosure Policy which sets out the internal principles and processes designed to

ensure that the Company complies with the continuous disclosure obligations under the Financial Markets Conduct Act 2013 and the

NZX Listing Rules. The Board has adopted this policy and it applies to all members of the Board as well as senior managers, officers,

employees and contractors of, and secondees to, My Food Bag. Directors formally consider at each Board meeting whether there

is material information which should be disclosed to the market to comply with the Company’s continuous disclosure obligations.

The Continuous Disclosure Policy is available to view on the My Food Bag investor website.

CHARTERS AND POLICIES

Information about My Food Bag’s corporate governance framework (including its Code of Ethics, Board and Committee Charters,

Securities Trading Policy and other key governance policies) is available to view on the My Food Bag investor website at

https://investors.myfoodbag.co.nz/investor-centre/.

REPORTING

Financial reporting

My Food Bag publishes its half-year and audited full-year financial statements that are prepared in accordance with the

relevant financial reporting standards. The audited full-year financial statements for FY22 are included in this Annual Report.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements. The Committee is committed to providing balanced, clear and objective

financial reporting. It reviews half-year and annual financial statements and makes recommendations to the Board concerning

accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and

the results of the external audit.

Non-financial reporting

Non-financial information is included throughout this Annual Report, including in relation to My Food Bag’s general environmental

and social sustainability factors and practices. For more information, refer to the Environmental, Social and Governance section of

this Annual Report.

My Food Bag recognises the opportunity to further formalise its sustainability framework and to set a clear set of operational or

non-financial targets which are aligned with My Food Bag’s strategy, values and reputation. As part of this, My Food Bag has begun

preparing for the new mandatory climate-related disclosure regime that will be introduced from FY24. The business is also aiming to

release its first standalone sustainability report during FY23.

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

DIRECTORS’ REMUNERATION

Shareholders fix the total remuneration available for Directors. The current director fee pool limit is $600,000 per annum, which was

approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they see fit. 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. No additional fees are paid

to any Director for their role on any Board Committee.

Corporate Governance Statement (continued)

OTHER INFORMATION
75

The current Directors do not receive any performance- or equity-based remuneration. This reflects the differences in the role of the

Directors, which is to provide oversight and strategic direction, and the role of management, which is to operate the business and

execute My Food Bag’s strategy.

Under NZX Listing Rule 2.11.3, if the total number of Directors subsequently increases, the Directors are permitted (without

seeking shareholder approval) to increase the total remuneration by the amount necessary to enable the Company to pay the

additional Director or Directors remuneration not exceeding the average amount then being paid to the existing Directors (other

than the Chair).

The actual remuneration of Directors of the Company in respect of FY22 is included in the Other Disclosures section of the

Annual Report.

REMUNERATION POLICY

The Nomination and Remuneration Committee is responsible for reviewing and recommending to the Board appropriate

remuneration for the non-executive Directors. Where appropriate, the Board will consider advice of independent remuneration

consultants when setting remuneration levels and other relevant factors when recommending Directors’ fees to shareholders.

The Board will not be seeking any increase in the current fee pool limit of $600,000 at the upcoming annual meeting.

My Food Bag has a separate remuneration policy that provides a framework for setting and reviewing remuneration arrangements

for the officers of My Food Bag. This policy is administered by the Nomination and Remuneration Committee. The Committee may

seek external advice on remuneration matters as it deems appropriate and will make recommendations to the Board in regard to the

CEO’s contractual arrangements, including remuneration. The Committee may also endorse the CEO’s recommendations on the total

remuneration packages for his direct reports and the Company generally.

When setting remuneration, My Food Bag has regard to market remuneration, taking into account the complexity of the business

itself, and also carefully considers the scale and complexity of the role and its performance requirements and expectations.

During FY22, My Food Bag engaged a third party to assist it with an end-to-end review of its employee remuneration framework,

including a benchmarking exercise for different roles within the organisation (by reference to the New Zealand private sector).

The outcome of that review will be reflected in the next financial year, including by establishing the new incentive schemes

discussed below.

In respect of FY22, the remuneration of the CEO and other members of the Senior Leadership Team included a mix of fixed and

variable components, summarised as follows:

• Fixed remuneration – this included the relevant employee’s base salary and any direct cash or non-cash benefits

(e.g. KiwiSaver contributions and other fringe benefits such as discounted My Food Bag meal kits and car parking).

• Other variable remuneration – some members of the Senior Leadership Team were eligible to participate in a short-term

incentive plan (STI), a recurring plan which rewards achievement against prescribed performance measures. Eligibility was

determined by the Board and the CEO. Each participating employee’s STI was valued at 20% of their base salary (or 15% for

invitees that are not part of the Senior Leadership Team), with a payout range of up to 150% in circumstances of outperformance

against the agreed targets. The performance measures were based 60% on overall company performance and 40% on the

individual’s performance against agreed objectives. Subject to individual performance, which was measured on an individual-

by-individual basis, the STI which operated in respect of FY21 was paid out at the start of FY22 to eligible employees. However,

no STI will be paid in respect of FY22 (including any individual performance component) as a consequence of My Food Bag’s

EBITDA in respect of FY22 not exceeding the PFI by an amount that would effectively “self-fund” the STI.

The STI that will operate in respect of FY23 is being modified, with a focus going forward solely on company performance

(based 40% on a revenue target and 60% on an EBITDA target) rather than an individual performance component. The CEO

will be invited to participate in this STI.

A breakdown of employees of My Food Bag, not being Directors of the Company, who received remuneration and other benefits in

their capacity as employees that exceeded $100,000 during FY22 is included in the Other Disclosures section of this Annual Report.

The remuneration arrangements in relation to the CEO, Kevin Bowler, are also included in that section of the Annual Report for

the purposes of Recommendation 5.3 of the NZX Code. For clarity, Mr Bowler was not eligible to participate in My Food Bag’s

STI for FY22.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
76

Corporate Governance Statement (continued)

SENIOR EXECUTIVE INCENTIVE SCHEME

My Food Bag established a senior executive incentive scheme in connection with the IPO and in respect of which the Board invited

the CEO and CFO to participate. The performance hurdles attached to this scheme were not achieved, and as a result neither the

CEO nor CFO became entitled to subscribe for new shares in My Food Bag. This scheme is now at an end and no new grants will be

made under it.

MY FOOD BAG’S LONG TERM INCENTIVE PLAN

As contemplated in last year’s annual report, the Board has established a new long term incentive plan (LTI) which will operate for

the first time in FY23. This LTI will operate as a performance share rights scheme, which is a common incentive structure used by a

number of issuers in New Zealand. The purpose of the LTI is threefold: (1) to assist in the reward and retention of eligible employees;

(2) to drive longer-term business performance; and (3) to align the interests of eligible employees with the interests of shareholders.

The employees invited to participate in the LTI will include the members of the Senior Leadership Team, as well as certain other senior

employees of the business based on job grading. The performance rights issued to eligible employees in the LTI will be capable of

vesting based on a retention condition and the achievement of performance hurdles set by the Board. If and to the extent that such

performance rights vest, the eligible employee will be entitled to exercise those rights to subscribe for (or be transferred) shares in

My Food Bag.

It is expected that the first tranche of performance rights under the LTI will be issued to eligible employees shortly after My Food Bag

releases its FY22 results, with the conditions attaching to those performance rights generally comprising retention over the vesting

period of two years and (as to 50% of the performance rights issued to each eligible employee) the achievement of a performance

hurdle measured by reference to My Food Bag’s relative total shareholder returns over that vesting period. The value of these initial

grants is expected to be between 20% and 30% of base salary, depending on the job grading of the eligible employee. The Board

has indicated that for future grants under the LTI, if any, the vesting period would be increased to 3 years as the scheme becomes

more established.

The grant made to the CEO, Mr Bowler, under the LTI is expected to be slightly more bespoke and is still being finalised with the

Board. Further details about that grant will be announced to the market at the time that the first tranche of performance rights are

issued (including as part of an updated D&O disclosure notice), and will also be detailed in the CEO remuneration section of next

year’s Annual Report.

MY FOOD BAG’S EMPLOYEE SHARE OWNERSHIP SCHEME

In the course of the review of My Food Bag’s remuneration framework, the Board identified an opportunity to establish a more

inclusive employee share ownership scheme (ESOS) targeted at all permanent employees (other than those participating in the

LTI) working at least 30 hours per week. The purpose of the ESOS is to assist My Food Bag to reward and retain employees, and

empower employees to act like owners of the business. The ESOS will operate in a similar manner to the LTI, except that the condition

that attaches to the share rights granted under the ESOS will solely comprise retention over the vesting period.

It is expected that the first tranche of share rights under the ESOS will be issued to eligible employees shortly after My Food Bag

releases its FY22 results. The value of each grant is expected to be $3,000.

Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

RISK MANAGEMENT FRAMEWORK

My Food Bag is committed to the process of identifying and mitigating material risks and has systems, policies and procedures in

place to manage risks and to protect My Food Bag and its employees, customers, shareholders and other stakeholders. While no risk

management system can ever be infallible, the overriding objective at My Food Bag is to make sure that at all times material risks are

appropriately identified and managed within acceptable levels.

The Board is ultimately responsible for endorsing My Food Bag’s risk management framework and policies, monitoring compliance,

reviewing risk registers, considering advice and recommendations made by the Audit and Risk Committee and, where appropriate,

responding to serious risk incidents.

OTHER INFORMATION
77

The CEO and other members of the Senior Leadership Team are required to review, approve and take ownership of the day-to-day

management and operation of My Food Bag’s risk management framework and associated policies and procedures. This includes

identifying new risks within each senior employee’s area of responsibility, allocating “risk owners” to each risk, maintaining a risk

register, undertaking periodic risk assessments and preparing appropriate risk mitigation plans or controls. This risk management

framework is embedded into My Food Bag’s processes, including the annual planning and budgeting processes, project

management, procurement and reporting.

As a general rule, different risks will have different risk treatments depending on the severity and nature of the risk – these risk

treatments include avoidance, mitigation, acceptance and transfer (e.g. through insurance or contract).

The Board is provided with updates from the Senior Leadership Team at least every quarter, including an update on any new risks

identified, the status of any risk incidents that have occurred (or are heightened or emerging) and the adequacy of any action plans

and controls. More generally, risk owners report any risk incidents that have occurred (or are heightened) (including new risks that

have emerged) to the Senior Leadership Team as soon as practicable so that they can consider how best to manage

or control that risk. If the matter escalated is material, it will be promptly reported to the Board. At the same time, the CFO and

the Board will consider whether any disclosure is required to the market under the Company’s continuous disclosure obligations.

PRINCIPAL BUSINESS RISKS AND KEY STRATEGIES TO MITIGATE

My Food Bag is currently focused on nine principal business risks across its business (not including health and safety risks which

My Food Bag has an ongoing focus on). These risks are dynamic and in the future the importance or extent of each risk may change,

or new risks and uncertainties may materialise, owing to changes in economic or environmental conditions, the regulatory

environment and other factors (e.g. COVID-19). For the purposes of this Annual Report and Recommendation 6.1 of the NZX Code,

a high-level description of these principal business risks is provided below.

1


AreaDescription of riskKey strategies to mitigate

Food safety Customers could become unwell as a result

of eating our products (e.g. where products

contain foreign objects or harmful bacteria).

We may have to withdraw products. Our

reputation could be impacted and we may

face other regulatory consequences.

We have strict and thorough procedures in place

for food handling and safety. These include inward

checks of ingredients, monitoring cold chain settings,

removal of damaged products, maintenance of

incident registers and quality control standards, and

checks of products prepared by third parties.

We also continually monitor customer feedback

and have strict supplier standards, including

an “Approved Supplier Programme”. Regular

food safety audits are undertaken to ensure our

procedures meet recommended standards.

IT and data security Access to our IT systems could be impacted

(e.g. by a cyber-attack) and we may be unable

to communicate with our customers or suppliers

effectively. This could impact our ability to

accept orders or fulfil our commitments.

We have systems and processes in place to lessen

the likelihood that our business would be subject

to or affected by a cyber-attack. This includes

compliance with high standards of data protection

and frequent identification and reporting on any

weaknesses or issues in our existing system. To this

end, a review of My Food Bag’s response readiness

to a cyber-attack was undertaken in FY22, and a

number of business continuity plans were tested,

updated and refined in response to that review.

We have also implemented alternative

communication channels for our customers, have

good relationships with our suppliers, have back-up

systems in place to ensure data and business

continuity is maintained and do not hold any

customer credit card details.

1. Certain financial risks are separately disclosed in the audited FY22 financial statements included in this Annual Report.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
78

AreaDescription of riskKey strategies to mitigate

Product assemblyProduct assembly could be disrupted by

an event (e.g. fire, power outage or lack of

availability of temporary labour). This could

result in us being late or unable to deliver

to customers, which could lead to refunds,

credits or cancelled subscriptions.

We operate decentralised assembly centres with

robust systems and procedures in place to prevent

serious disruption. This includes a secondary

assembly site in Auckland, providing an ability to

move and restart a proportion of our operations.

Assembly centres have heat and smoke detection

systems to identify fires before they spread. Windsock

and ammonia alarms are included at assembly

centres that utilise ammonia as a refrigerant.

We also maintain relationships with a range of

temporary labour suppliers to mitigate risks of

temporary labour shortages or cost pressure.

DistributionOur distribution network could be interrupted

(e.g. by weather or road closures). This could

result in us being late or unable to deliver to

customers, which could lead to refunds, credits

or cancelled subscriptions. Products could also

be stolen or damaged.

We use a reliable third-party distributor, NZ Post,

with an extensive distribution network. We also have

alternative transport providers available to us at

short notice for all main centres. Appropriate driver

training and insurance is arranged.

We prepare ‘buffer bags’ each week to cover

damaged or lost orders, and we have alternative

sales channels in place that we can utilise.

COVID-19 Product assembly could be disrupted by

a number of workers testing positive for

COVID-19 or being “close contacts” and

required to isolate for a period. This could

result in us being late or unable to deliver to

customers, which could lead to refunds, credits

or cancelled subscriptions.

We are designated as an “essential service”

enabling us to continue operating at different

government Alert Levels. We also operate

decentralised assembly centres (reducing risk

of widespread disruption) and have specific site

requirements (including protective equipment, social

distancing, shift separation and temperature checks).

In response to the most recent Omicron outbreak, we

have obtained a stock of Rapid Antigen Tests (RATs)

which are available to all staff to utilise to indicate

whether they are positive for COVID-19 and, if not,

facilitate their physical return to work as soon as

possible. Our office staff are encouraged to work

remotely while Auckland is in the red traffic light

setting in response to the current outbreak.

Competition Customers may switch to existing competitors,

including in response to discounting or

other promotions or inflationary pressure on

spending, or a new competitor may enter the

market and seek to gain market share.

My Food Bag already operates in this competitive

industry as a long-standing meal-kit provider.

We have high levels of brand advocacy, a diverse

product range, and experience in adapting our

strategy in response to the actions of competitors

and changes in consumer spending.

We continue to develop new products in response

to customer preferences and continue to improve

customer experience.

Corporate Governance Statement (continued)

OTHER INFORMATION
79

AreaDescription of riskKey strategies to mitigate

IngredientsAn ingredient could become unavailable (e.g.

due to inclement weather) or more expensive,

impacting our ability to satisfy customer needs.

We retain an ability to substitute ingredients, change

upcoming menus or seek to pass on sustained price

increases to customers. We communicate any changes

clearly and appropriately with our customers.

InflationInflation could impact the cost of ingredients

and put pressure on My Food Bag’s margins.

Higher costs of living could put financial

pressure on customers, and they may be less

able to absorb price increases or may trade

down to cheaper substitutes (within My Food

Bag’s brands or otherwise).

As noted above, we retain some ability to preserve

margins by substituting ingredients, changing

upcoming menus or seeking to pass on sustained price

increases to customers.

In response to an inflationary environment, we

carefully position our brands and messaging, and we

continue to innovate, to appeal to our customers and

recognise and adapt to any change in consumption

behaviour. We use marketing campaigns, including

promotions and loyalty programmes, to drive

frequency and favourable brand mix.

Brand and marketing A brand ambassador or promoter could be

brought under public scrutiny and bring into

question the integrity of our brand and cause

a loss of goodwill and customer trust.

We have a long association with our brand

ambassadors and go through a careful process

when selecting new brand ambassadors.

We also monitor content and follow up rapidly if

any inappropriate or offensive content is identified.

HEALTH AND SAFETY

My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the

management of health and safety risks and has 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. The business encourages active involvement by Directors, management,

employees and contractors to participate in improving health and safety within the organisation.

The business focuses internally on critical risks, with a strong emphasis on managing risks. For example, My Food Bag manages

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 the Senior Leadership Team and Board are active participants

in site safety audits.

In response to COVID-19, My Food Bag designed and implemented a COVID-19 Prevention and Control Protocol, which outlines

the actions the business takes to prevent and control the transmission of COVID-19 throughout all the New Zealand Government’s

different COVID-19 settings.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
80

Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

AUDIT

My Food Bag is committed to maintaining auditor independence, consistent with best-practice governance and regulatory

requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and Risk Committee.

The objective of this policy is to ensure that My Food Bag’s auditors carry out their functions independently and without impairment,

safeguarding the reliability and credibility of My Food Bag’s external financial reporting. The policy addresses Recommendation

7.1 of the NZX Code and includes the criteria for approval of an external audit firm, the monitoring of audit impendence, the

audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide non-audit services and the

responsibilities of My Food Bag (including in relation to the monitoring of audit performance, value and fees).

Ernst & Young, as auditor of the FY22 financial statements, will be invited to attend this year’s annual shareholders’ meeting and will

be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report, accounting policies

adopted by My Food Bag and the independence of the auditor in relation to the conduct of the audit.

While My Food Bag does not have a dedicated internal audit function, it has, in addition to the external audit process, an internal

framework through which it seeks to review, evaluate and continually improve risk management and internal control processes.

Where appropriate, more specific audits are carried out by My Food Bag using external providers or regulators.

Principle 8 – Shareholder rights and relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them

to engage with the issuer.”

SHAREHOLDER INFORMATION

My Food Bag maintains an investor that contains a comprehensive set of investor-related material and data, including market

disclosures and media releases, annual reports, share-price and dividend information, shareholder meeting materials and all My

Food Bag’s important governance charters and policies.

SHAREHOLDER COMMUNICATION

Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged to take

up this option. My Food Bag is committed to open dialogue with shareholders and welcomes investor enquiries. Following each results

announcement, My Food Bag holds an investor call to present the results and to allow investors to ask questions.

RIGHT TO VOTE ON MAJOR DECISIONS

In accordance with the Companies Act 1993, the Company’s constitution and NZX Listing Rules, the Company refers any significant

matters to shareholders for approval at the annual shareholders’ meeting, and shareholders are given the opportunity to vote

by proxy ahead of the meeting or by polling if attending the meeting in person or virtually. If a significant transaction or decision

requiring shareholder approval were to arise outside the period of the annual shareholders’ meeting, a special meeting of the

shareholders would be called by the Board to allow shareholders to consider and vote on that matter.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETINGS

The annual meeting of shareholders is held at a convenient time and location and this year is anticipated to be run as a hybrid

meeting (being a combination of the physical meeting as well as a virtual online meeting) or as a virtual-only meeting. This is due

to the uncertainties around COVID-19 and given the desire to maximise participation. The annual shareholders’ meeting is expected

to be held on 19 August 2022. The Notice of Meeting will be circulated at least 20 working days before the meeting and will also

be posted on the My Food Bag investor website.

Corporate Governance Statement (continued)

OTHER INFORMATION
81

STOCK EXCHANGE LISTINGS

The Company’s ordinary shares are listed and quoted on the NZX Main Board and the ASX under the company code ‘MFB’.

The Company’s listing on the ASX is as a Foreign Exempt Listing. This category of listing on the ASX is based on a principle

of substituted compliance recognising that, for secondary listings, the primary regulatory role and oversight rests with the home

exchange and the supervisory regulator in that jurisdiction. Therefore, the Company must comply with the NZX Listing Rules,

but is exempt from almost all the ASX Listing Rules. For the purpose of ASX Listing Rule 1.15.3, the Company confirms that it

continues to comply with the NZX Listing Rules.

PRINCIPAL ACTIVITIES

My Food Bag’s principal activity remains the commercial operation of a meal-kit business. There has been no material change

in the nature of My Food Bag’s business, or the classes of business in which the Company has an interest, during FY22.

MY FOOD BAG DIRECTORS

The Directors of the Company holding office as at 31 March 2022 are noted below. No Director ceased to hold office as a

Director of the Company during FY22.

NameDate of appointmentIndependence

Chris Marshall6 October 2016Non-independent

Jon Macdonald14 January 2021Independent

Sarah Hindle14 January 2021Independent

Tony Carter (Chairperson)14 January 2021Independent

Jen Bunbury14 January 2021Independent

The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Kevin Bowler (CEO) and Mark Winter (CFO).

Mr Bowler and Mr Winter were appointed on 14 January 2021.

DISCLOSURE OF DIRECTORS’ INTERESTS

The Company maintains an Interests Register in which particulars of relevant transactions and matters involving the Directors are

entered. Details of the interests entered during FY22 are recorded below.

General disclosures

The following are particulars of general disclosures of interest made during FY22 by Directors of the Company (or its subsidiary)

holding office as at 31 March 2022, pursuant to section 140(2) of the Companies Act 1993. Each Director will be regarded as

interested in all transactions between My Food Bag and their disclosed companies, trusts or persons (or their subsidiaries).

DirectorGeneral disclosure

Tony CarterSkin Institute Holding Company Limited (director)

The Interiors Group Holdco Limited (director)

Royal Auckland and Grange Golf Club (captain)

Mr Carter also gave the Company notice that he ceased to be a director of ANZ Bank

New Zealand Limited on 28 August 2021.

Jon Macdonald also gave the Company notice that he ceased to be a director of NZX Limited on 8 April 2021.

There were no specific disclosures made by Directors of the Company or its subsidiary during FY22 of any interests in transactions

entered into by the Company or its subsidiary.

Other Disclosures

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
82

Use of Company information

There were no notices from Directors of the Company or its subsidiary requesting to disclose, use or act on My Food Bag’s

information received in their capacity as Directors.

Indemnity and insurance

The Company has granted indemnities in favour of each of its Directors (and the Directors of its subsidiary) as permitted by the

Companies Act 1993 and the Financial Markets Conduct Act 2013. The Company also maintains Directors’ and Officers’ liability

insurance for all Directors and officers of the Company and its related companies. In addition, the Company effected public offering

of securities insurance in relation to the Company’s IPO in 2021.

Directors holding of securities

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the

interests of shareholders. Details of the ordinary shares of the Company in which each Director has a relevant interest (as defined

in the Financial Markets Conduct Act 2013) as at 31 March 2022 are set out below:

DirectorNature of relevant interestShares

Tony Carter20% or more interest in Loughborough Investments Limited, resulting

in Tony being deemed to have the same relevant interest in the shares

as Loughborough Investments Limited. 100,000 of these ordinary shares

are held by FNZ Custodians Limited as custodian for Loughborough

Investments Limited.

154,054

Jon MacdonaldRegistered holder and beneficial owner100,000

Sarah HindleRegistered holder and beneficial owner10,811

Chris Marshall20% 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.

38,165,965

20% or more interest in CMC Limited, resulting in Chris being deemed

to have the same relevant interest in the shares as CMC Limited.

262,122

Jen BunburyRegistered holder as trustee of the Jennifer L Bunbury Trust26,216

Securities dealings of Directors

For the purposes of section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or disposals of relevant

interests (of the nature described in the previous table) in the Company’s ordinary shares during FY22. No shares were acquired or

disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.

DirectorDate Nature of transactionConsideration (NZ$)Shares

Tony Carter24 May 2021Acquisition$27,20020,000

5 July 2021Acquisition$26,40020,000

24 Nov 2021Acquisition$24,80020,000

Jon Macdonald24 May 2021Acquisition$14,40010,000

22 Nov 2021Acquisition $25,00020,000

23 Nov 2021Acquisition $7,4335,946

Chris Marshall24 Jan 2022Acquisition $89,93979,592

25 Jan 2022Acquisition$82,07373, 476

Jen Bunbury24 May 2021Acquisition $13,60010,000

Other Disclosures (continued)

OTHER INFORMATION
83

REMUNERATION

Employee remuneration

All employees of My Food Bag are employed by My Food Bag Limited. The number of employees and former employees of

My Food Bag Limited, not being Directors of the Company, who, in their capacity as employees, received remuneration and

other benefits, the value of which was or exceeded $100,000, during FY21 is set out in the table of remuneration bands below.


Remuneration (NZ$) Number of employees

$100,000 to $109,9993

$110,000 to $119,9991

$120,000 to $129,9993

$130,000 to $139,9994

$140,000 to $149,9991

$150,000 to $159,9993

$160,000 to $169,9992

$170,000 to $179,9991

$190,000 to $199,9991

$200,000 to $209,9991

$210,000 to $219,9991

$230,000 to $239,9992

$240,000 to $249,9991

$360,000 to $369,9991

$380,000 to $389,9991

$550,000 to $559,9991

The remuneration figures include all monetary amounts actually paid to employees and former employees during FY22, including:

base salaries; short-term incentives (if any) paid in FY22 (relating to FY21); and if the employee is a KiwiSaver member, contributions

of 3% of gross earnings towards that employee’s KiwiSaver scheme. The figures do not include amounts paid after 31 March 2022

relating to FY22; and fringe benefits provided to employees such as product concessions or car parking.

Directors’ remuneration and other benefits

The total remuneration and value of other benefits received by each Director in respect of FY22 is set out below. All of this

remuneration reflects the fees paid to each individual in the ordinary course for services provided in their capacity as a director

of the Company.

Director

Total remuneration and value of other

benefits received in respect of FY22

1

Chris Marshall$65,000

Jon Macdonald$85,000

Sarah Hindle$65,000

Tony Carter$140,000

Jen Bunbury$65,000

1. Directors’ fees are gross amounts in NZD and exclude GST (where applicable) and are rounded to the nearest dollar.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
84

Other Disclosures (continued)

Shareholders fix the total remuneration available for Directors. The current Director fee pool limit is $600,000 per annum,

which was approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they

see fit. The current Directors do not receive any performance or equity-based remuneration. No additional fees are paid to any

Director for their role on any Board committee.

Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection

with their attendance at meetings, or otherwise in connection with the Company’s business.

The Company has granted indemnities, as permitted by law, in favour of each of its Directors. The Company also maintains insurance

for its Directors and officers.

No employee of My Food Bag who is appointed as an executive director of the Company’s subsidiary, My Food Bag Limited,

receives or retains any remuneration or other similar benefits in their capacity as a Director, except for the benefit of indemnification

and insurance referenced above.

CEO REMUNERATION

The remuneration and other benefits paid to the Chief Executive Officer (CEO) of My Food Bag, Kevin Bowler, during FY22

is set out in the table below. For clarity, Mr Bowler was not eligible to participate in the Company’s Short Term Incentive plan (STI)

in respect of FY22.

RemunerationFY22 (NZ$)FY21 (NZ$)

3

Base salary

1

$540,000$509,500

Other benefits

2

$16,200$15,285

As noted in the FY21 Annual Report, Mr Bowler (together with the CFO, Mark Winter) was invited to participate in a Senior

Executive Incentive Scheme, a one-off share rights scheme established in connection with the IPO and linked to certain performance

hurdles related to the PFI. These performance hurdles were not achieved and neither Mr Bowler nor Mr Winter became entitled to

any shares under the scheme.

Going forward, Mr Bowler will be eligible to participate in the Company’s STI plan and new long term incentive plan, both of which

are discussed in further detail in the Corporate Governance section of this Annual Report.

1. Base salary is not at risk.

2. Includes a contribution of 3% of gross earnings towards Mr Bowler’s KiwiSaver scheme.

3. As noted in the FY21 Annual Report, under the Company’s Senior Executive Share Ownership Scheme (which no longer operates following the Company’s listing) Mr Bowler also received

options that vested and were exercised during FY21, entitling Mr Bowler to be issued 4,437,400 shares in the Company. Mr Bowler continues to hold 1,109,350 of these shares in the

Company, and these shares are subject to an escrow arrangement which generally continues until the first business day after the Company announces its FY22 results. This means that this

escrow arrangement will expire shortly after this Annual Report is released to the market.

OTHER INFORMATION
85

SHAREHOLDER INFORMATION

The shareholder information in this section of the disclosures has been taken from the Company’s registers.

Twenty largest shareholders (as at 19 April 2022)

Shareholder

1

Number of ordinary shares% of ordinary shares

Waterman Fund 3 LP 33,421,936 13.79

National Nominees New Zealand Limited 20,760,421 8.56

Custodial Services Limited 14,131,859 5.83

TEA Custodians Limited 13,689,259 5.65

FNZ Custodians Limited 13,198,727 5.44

Citibank Nominees (NZ) Ltd 12,318,310 5.08

Accident Compensation Corporation 11,903,853 4.91

New Zealand Permanent Trustees Limited 8,048,994 3.32

Cecilia Charlotte L Robinson, James Charles Robinson and

Heimsath Alexander Trustee Ltd 7,430,258 3.06

Theresa Elizabeth Gattung and Philippa Mary Greenwood 6,825,158 2.82

HSBC Nominees (New Zealand) Limited 5,373,387 2.22

Waterman Fund 3 LP <Non-resident A/C> 4,744,029 1.96

BNP Paribas Nominees NZ Limited 4,575,008 1.89

Cogent Nominees (NZ) Limited 4,510,898 1.86

JP Morgan Chase Bank 4,495,252 1.85

Carlos Edward James Bagrie, Covisory Trust Limited and

JKA Holdings Limited 3,775,639 1.56

New Zealand Depository Nominee 3,502,614 1.44

JB Were (NZ) Nominees Limited 3,171,249 1.31

Premier Nominees Limited 3,002,703 1.24

New Zealand Superannuation Fund Nominees Limited 2,315,036 0.95

Total181,194,59074 . 74

Distribution of shareholders and shareholdings

As at 19 April 2022, the total number of voting securities of the Company was 242,437,524 fully paid ordinary shares, each

conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. The distribution of these shareholders

and their shareholding at that date is shown below.

Size of holdingNumber of holders% of holders

Number of

ordinary shares% of ordinary shares

1 – 1,0002,82445.731,493,0620.62

1,001 – 5,0002,09533.925,440,5112.24

5,001 – 10,0006 019. 734,604,7771.90

10,001 – 100,0005789.3616,793,5536.93

100,001 and over781.26214,105,62188.31

Total6 ,176100.00242,437,524100.00

1. New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to its members. For the purpose of this

table, shares in the Company held by NZCSD have been allocated to the applicable members. For reference, as at [●] 2022, the total holding through NZCSD was 96,693,981 ordinary

shares or 39.88% of shares on issue.

Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

86

Substantial product holders

According to notices given to the Company under the Financial Markets Conduct Act 2013, the following persons were substantial

product holders of the Company as at 31 March 2022. There were 242,437,524 ordinary shares in the Company at that date.

Substantial product holder

Number of ordinary shares in

which relevant interest is held

% of shares held at

date of noticeDate of notice

Waterman Fund 3 LP

1

38,165,96515.743%5 March 2021

My Food Bag Group Limited

2

60,084,68424.784%5 March 2021

Investment Services Group Limited18,732,7567.727%8 June 2021

Milford Asset Management Limited21,303,3278.796%12 Nov 2021

Harbour Asset Management Limited

and Jarden Securities Limited38,289,76415.794%30 March 2022

EXERCISE OF NZX DISCIPLINARY POWERS

Neither NZX or ASX took any disciplinary action against the Company during FY22. In particular, there was no exercise

of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect

to the Company.

NZX WAIVERS

No waivers were granted by NZX or relied on by the Company during FY22.

AUDITOR’S FEES

My Food Bag’s external auditor is Ernst & Young (EY). Total fees payable by My Food Bag to EY in its capacity as auditor in respect

of FY22 is $120,000. No other professional services were provided by EY during FY22.

CREDIT RATING

My Food Bag does not have a credit rating.

DONATIONS

During FY22 My Food Bag made a one-off cash donation of $20,000 to The National Heart Foundation of New Zealand.

My Food Bag also partners closely with the Garden to Table charity, and donated $11,735 to this charity in FY22 and collected

(and passed through) donations of $43,019 from customers. In addition, and as discussed in further detail elsewhere in this Annual

Report, My Food Bag regularly donates food to a number of worthwhile New Zealand charities.

1. Waterman Fund 3 LP (Waterman) (among other existing shareholders participating in the IPO) is subject to a restricted security agreement dated 10 February 2021 (Restricted Security

Agreement) with the Company in respect of all shares held by it prior to the initial public offering of shares in the Company (the Offer) which it continued to hold upon completion of the

Offer (the Waterman Escrowed Shares). Waterman has agreed not to sell or otherwise dispose of or do or omit to do anything which could have the effect of transferring effective

ownership or control of any Waterman Escrowed Shares until the first business day after the Company’s results announcement has been released to the market in respect of FY22 except in

accordance with limited exceptions set out in the Restricted Security Agreement. This means that this escrow arrangement will expire shortly after this Annual Report is released to the market.

2. The Company is a substantial product holder on the basis that it has the power to control the acquisition and disposition of all of the shares that are escrowed under the Restricted Security

Agreement, being 60,084,684 ordinary shares. The Company will cease to be a substantial product holder after the escrow period referred to in footnote 1 expires, which will occur shortly

after this Annual Report is released to the market.

87
DIRECTORY

Directory

BOARD OF DIRECTORS

Tony Carter (Chair)

Jen Bunbury

Jon Macdonald

Sarah Hindle

Chris Marshall

SENIOR LEADERSHIP TEAM

Kevin Bowler

Chief Executive Officer

Mark Winter

Chief Financial Officer

Paul Kelly

Chief Supply Chain Officer

Jo Mitchell

Chief Customer Officer

Craig Jordan

Chief Digital Officer

Cassie Ormand

Head of People & Culture

Polly Brodie

Head of Development Kitchen

Trish Whitwell

Head of Innovation

REGISTERED OFFICE

Level 3, 56 Parnell Road

Parnell

Auckland 1052

New Zealand

Ph: 0800 469 366

Website: www.myfoodbag.co.nz

For enquiries about My Food Bag’s operating

and financial performance, contact investor relations:

Ph: +64 9 8869840

Email: ir@myfoodbag.co.nz

AUDITOR

Ernst & Young, Auckland

SOLICITORS

Chapman Tripp

Russell McVeagh

BANKERS

ASB Bank

SHARE REGISTRY

My Food Bag’s share register is maintained by Link Market

Services Limited. Link is your first point of contact for any

queries regarding your investment in My Food Bag.

You can view your investment, indicate your preference for

electronic communications, access and update your details

and view information relating to dividends and transaction

history at any time by visiting the Link Investor Centre at

investorcentre.linkmarketservices.co.nz (for New Zealand

shareholders) and investorcentre.linkmarketservices.com.au

(for Australian shareholders).

NEW ZEALAND REGISTRY

Link Market Services Limited

Level 11 Deloitte Centre

80 Queen Street

Auckland 1010

New Zealand

Ph: +64 9 375 5998

Email: myfoodbag@linkmarketservices.co.nz

www.linkmarketservices.co.nz

AUSTRALIAN REGISTRY

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

Australia

Ph: +61 1300 554 474

Email: myfoodbag@linkmarketservices.co.nz

www.linkmarketservices.com.au

My Food Bag Group Limited

NZCN 6113607

ARBN 646 807 301

Key Dates

Half year results – November 2022

FY23 balance date – 31 March 2023

Annual shareholders’ meeting – 19 August 2022

Half year end – 30 September 2022

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
88

Notes

myfoodbag.co.nz

---

Results Announcement
Results for announcement to the market

Name of issuer My Food Bag Group Limited (MFB)

Reporting Period 12 months to 31 March 2022

Previous Reporting Period 12 months to 31 March 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$193,954 1.70%

Total Revenue $193,954 1.70%

Net profit/(loss) from

continuing operations

$20,007 719.29%

Total net profit/(loss) $20,007 719.29%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.04000000

Imputed amount per Quoted

Equity Security

$0.01555556

Record Date 1 June 2022

Dividend Payment Date 16 June 2022

Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

-$0.0742 -$0.1264

A brief explanation of any of

the figures above necessary to

enable the figures to be

understood

Refer to accompanying audited financial statements.

Please note that the net tangible assets for the prior comparable

period has changed from last year's results announcement form to

take into account the change in accounting policy applying to

software as a service (SaaS) arrangements.

Authority for this announcement

Name of personauthorised to

make this announcement

Mark Winter, Chief Financial Officer

Contact person for this

announcement

Mark Winter, Chief Financial Officer

Contact phone number +64 9 886 9840

Contact email address ir@myfoodbag.co.nz

Date of release through MAP20 May 2022

Audited financial statements accompany this announcement.

---

Distribution Notice
Section 1: Issuer information

Name of issuer My Food Bag Group Limited

Financial product name/description Ordinary shares

NZX ticker code MFB

ISIN (If unknown, check on NZX website) NZMFBE0004S1

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies No

Record date 1 June 2022

Ex-Date (one business day before the Record Date) 31 May 2022

Payment date 16 June 2022

Total monies associated with the distribution $9,697,500.96

(242,437,524 shares at $0.04 per share)

Source of distribution (for example, retained

earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

1

$0.05555556

Gross taxable amount

2

$0.05555556

Total cash distribution

3

$0.04000000

Excluded amount (applicable to listed PIEs) N/A (not a listed PIE)

Supplementary distribution amount $0.00705882

Section 3: Imputation credits and Resident Withholding Tax

4

Is the distribution imputed Fully imputed

If fully or partially imputed, please state imputation

rate as % applied

5

28%

Imputation tax credits per financial product $0.01555556

Resident Withholding Tax per financial product $0.00277778

1

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of Resident

Withholding Tax (RWT).

2

“Gross taxable amount” is the gross distribution minus any excluded income.

3

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT. This should

include any excluded amounts, where applicable to listed PIEs.

4

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is fully imputed

the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute advice as to whether

or not RWT needs to be withheld.

5

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

Section 5: Authority for this announcement
Name of personauthorised to make this

announcement

Mark Winter, Chief Financial Officer

Contact person for this announcement Mark Winter, Chief Financial Officer

Contact phone number +64 9 886 9840

Contact email address ir@myfoodbag.co.nz

Date of release through MAP20 May 2022

---

FY22 Results
May 2022

Presenting
2My Food Bag Group Limited FY22 Full Year Result

Kevin Bowler

Chief Executive Officer

Mark Winter

Chief Financial Officer

3
Executive Summary

1

Business Update

2

FY23 Outlook

4

Q&A

5

Contents

Financial Overview

3

Appendices

6

Executive
1

5My Food Bag Group Limited FY22 Full Year Result
Delivered against the PFI. Revenue up by

1.7% to $194.0m and pro forma EBITDA* up

18.1% to $34.2m versus prior year

Improved our customer offering to drive

order frequency, launched recipe choice

across our portfolio of brands and added

enhanced functionality for customers to

flex nights and upgrade recipes

Grew the contribution margin to 27.2%

while managing challenges from the

macro-environment

Built and successfully transitioned a new

South Island factory to support future

growth needs on-time and on-budget

Expanded into new categories with the

Kitchen leveraging the My Food Bag

platform to provide more solutions for

customers

Established the Soft-Plastics Recycling

Programme to divert waste from landfill

Delivered

* Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. A reconciliation from GAAP NPAT

to non-GAAP Pro forma EBITDA can be found in the appendices.

Key
6

* Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP Pro forma EBITDA can be found in the appendices.

** Pro forma NPAT is a non-GAAP measure that includes pro forma adjustments. These adjustments include adding incremental costs associated with running a listed company and removing the one-off transaction costs associated with the

offer. A reconciliation from GAAP NPAT to non-GAAP pro forma EBITDA and pro forma NPAT can be found in the appendices.

REVENUE

$

194.0m

Pro forma EBITDA*

$

34.2m

NPAT

$

20.0m

FINAL DIVIDEND

4.0cps

Fully imputed, which, in addition

to the interim dividend paid in

2021, brings the total dividends

in respect of FY22 to 7.0 cps

FY22 PFI

forecast

delivered

+1.7% vs prior year

At a margin of 17.6%

Up +19.8% vs prior year pro forma NPAT**

My Food Bag Group Limited FY22 Full Year Result

South

Island

factory

opened

Kitchen offering expanded

driving Average Order Value

Enhanced customisation across brands

Business
2

Delivered in a challenging year
Teamwork and personal commitment succeeded over uncertainty and disruption

8

•Our highest priority is always to keep our people and

suppliers’ teams safe and well

•COVID-19 preparedness reduced risk and disruption

•The outbreaks presented challenges to operating

procedures, productivity, labour availability and

increased health and safety costs

•We are well positioned to continue to manage these

ongoing challenges

My Food Bag Group Limited FY22 Full Year Result

Joanne Mitchell

Chief Customer

Officer

Paul Kelly

Chief Supply Chain

Officer

We have strengthened the Senior Leadership Team with the

addition of Joanne Mitchell leading Marketing and Customer

Love, Paul Kelly leading Supply Chain and Operations and

Cassie Ormand as head of People and Culture

Cassie Ormand

Head of People

and Culture

9My Food Bag Group Limited FY22 Full Year Result
Energise meal kit category through

winning brand portfolio

Establish leadership in

ready-made meals

Win in MealsExpanding our Horizons

Extend into new

categories

Expand the

Kitchen

System and operational

step change

Enhancing our Strong Foundations

Culture & capability

revitalisation

Integrated ESG

ambition

Our growth strategy

Focused on growth and improvement

10My Food Bag Group Limited FY22 Full Year Result
Establish leadership in ready-

made meals

Win in MealsExpanding our Horizons

Extend into new categoriesExpand the Kitchen

Our growth strategy

Focused on growth and improvement

•Extend menu choices into

more meal occasions

•Strengthen margin while

protecting and growing IP

•Exploring vertical integration

opportunities

•Provide more solutions by

accessing more meal

occasions

•Extend the Kitchen range

depth and breadth, fueled by

the introduction of better

picking technology

•The Kitchen allows us to

introduce new categories,

building a more logical

connection for consumers

between our existing products

and new categories

•Continue to assess M&A options,

targeting businesses that we

can add value to

Energise meal kit category through

winning brand portfolio

•A clear portfolio approach to

differentiate brands with a clear

mission

•Improving our personalisation

and customisation options to

add more value

•A relentless focus on improving

the customer experience

•Further reduce our end-to-end
carbon footprint

•Encourage better food choices

by providing healthier options

with a strong bias to local

sourcing

•Continue to minimise food waste

•Encourage diversity across the

business

•Transform our operating model

by introducing picking

technology that assures the

scalability of the operation to

meet future customer and

business requirements

•Smooth transition to the new

Christchurch factory

•Active management of key

business risks

11My Food Bag Group Limited FY22 Full Year Result

System and operational

step change

Enhancing our Strong Foundations

Culture & capability

revitalisation

Integrated ESG ambition

Our growth strategy

Focused on growth and improvement

•Recognising the workforce

needs of the future, a reset of

our approach to attracting,

retaining and engaging talent

Greater choice and flexibility for our customers
12

Strong launch of Gourmet upgrade driving higher Average Order Value (AOV)

My Food Bag Group Limited FY22 Full Year Result

Our focus on customisation

featureshas strengthened

our AOV:

•Gourmet Upgrade allows

customers to choose to

upgrade one of their meals

to a gourmet culinary

experience. We’ve rolled

this out across all brands

•Weekly Flex enables

customers to flex the

number of meals up each

week to better meet their

needs

We’re building a more

personalised experience

for our customers:

•Ability to select meal

preferences to better meet

customer dietary needs,

protein and recipe style

preferences, etc.

•Continued personalisation

of our customer

communications and

journeys to improve

efficiency and attachment

rate

•>85% of our customers are on a Choice offering which drives improved order frequency

•Choice provides the foundation for more flexibility for our customers

~1000

customers a

week using

Weekly Flex

5-10% of

customers

upgrading

each week

Expanding beyond meals
The My Food Bag Kitchen pilot has been a success driving strong AOV

and attachment. The next phase is to scale the offering in FY23

•Leverage our platform to

access a greater total

addressable market (TAM)

•The Kitchen is providing

valuable insight into adjacent

categories with favourable

unit economics

•We continue to progress

activity on adjacent

categories for growth and

verticalisation opportunities

13My Food Bag Group Limited FY22 Full Year Result

Range

expansion

>200 SKUs to date

and growing

>80 items

available weekly

10 categories

Available across

meal kit portfolio

Awareness and

attachment build

Weekly

attachment rate

10% - 15%

AOV >$20

(FY22 Q4)

Best in class

customer

experience

iOS app

enhancement

CX, improving

attachment

Automation

commitment

Vendor

selection

process

underway

Supply chain improvement
14

•Purpose-built South Island factory fully

operational, completed April 2022

on-time and on-budget

•Footprint to support growth needs

including scaling of the My Food Bag

Kitchen and vertical integration

•Committed to greater automation of

pick technology across all factory sites

which will improve productivity and

customer experience. Vendor selection

process underway

My Food Bag Group Limited FY22 Full Year Result

Continuing to improve our operating

footprint and supply chain model

Creating a better way to shop and eat by prioritising ESG
15

PackagingEnvironment

We are committed to using the minimum

amount of the most sustainable packaging

we can, to keep food safe and fresh for our

customers. Examples include:

•~80% of our ingredients by value are

delivered to our factories in reusable

crates

•We use 100% compostable and

biodegradable wool insulation to keep

our ingredients fresh and chilled in transit

•Our cardboard boxes are made from

forest stewardship council (FSC) certified

47% recycled cardboard and all our

paper printing comes from FSC-certified

pulp

•First to use 100% water in our ice packs

instead of the gel still found in many

chiller packs

We aspire for our meal-kits to be the most

climate-friendly way to shop and eat:

•98% of our fresh meat and produce is

proudly locally sourced close to our

North Island and South Island factories,

greatly reducing transport emissions

•Through careful planning,

management and partnership, we are

a near-zero food waste company

•Research shows meal kits to be as

much as 33% more greenhouse-gas

efficient than supermarket-bought

meals because of reduced wastage in

our supply chain*

My Food Bag Group Limited FY22 Full Year Result

* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)

Creating a better way to shop and eat by prioritising ESG
16My Food Bag Group Limited FY22 Full Year Result

Healthier CommunitiesFood and Sourcing

We strive to build uncompromisingly high

food safety standards and a transparent

supply chain, with an emphasis on local

sourcing and our Approved Supplier

Programme

•Maintaining our sourcing of fresh

produce and protein at 98% local. This

is important in reducing food miles as

well as connecting our customers to

the food on their plate

•We source 100% free range product for

all our recipes

•Operating under a National Level 3

Food Safety Programme, compliant

with the Food Act 2014

•Requiring our suppliers to uphold our

expectations, codes and standards of

supplying quality and safe food

We passionately believe that cooking

and eating together helps build

stronger, healthier families and

communities.

•Supporting families in need by

working with Kiwi Harvest and City

Missions across the country

•Introduced a partnership with Heart

Foundation NZ aimed at making it

easier for Kiwis to choose to eat for a

healthier heart

•My Food Bag’s motto “Work Safe,

Home Safe” is frequently referenced

as a reminder for our team to take all

steps to work safely, so that they go

home to their families safely

Financial
3

Summary financial performance
Year-on-year Pro forma EBITDA* growth of +18.1% and revenue growth of

+1.7%, delivers a strong FY22 financial performance

18

*Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the

FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP EBITDA can be found in the appendices.

My Food Bag Group Limited FY22 Full Year Result

153.3

190.7

194.0

186.4

FY20AFY21AFY22AFY22 PFI

Revenue $m

16.3

29.0

34.2 34.2

FY20AFY21AFY22AFY22 PFI

EBITDA* $m

•Strong FY22 revenue performance of +1.7% vs prior

year and +4.1% vs PFI

•Product innovation and upweighted marketing

has improved frequency and grown AOV

•Contribution margin expansion through delivery of

improved procurement outcomes

•Pro forma EBITDA* of $34.2m which represents

growth of +$5.2m vs prior year (+18.1%)

•Strong cashflow enabling 4.0 cents per share fully

imputed final dividend to be paid (full year FY22

7.0 cps)

Strong deliveries performance
Underpinned by strong frequency, deliveries remain strong year-on-year

19My Food Bag Group Limited FY22 Full Year Result

1.250

1.533

1.532

1.503

FY20AFY21AFY22AFY22 PFI

Deliveries (000's)

•Deliveries of 1,532k in line with FY21, and ahead of

PFI, consolidated step-change in performance

from FY20

•Achieved a strong H2 FY22 deliveries performance

up +6% vs H2 FY21

•This reflects the strength of our product innovation

rolling out recipe choice across the portfolio and

our continued focus on improving the order

frequency across our customer base

Improving AOV to drive revenue growth
Average order value continues to grow year-on-year

20My Food Bag Group Limited FY22 Full Year Result

122.6

124.4

126.6

124.0

FY20AFY21AFY22AFY22 PFI

Average order value ($)

AOV of $126.6 for FY22 +$2.23 year-on-year and

ahead of PFI reflects:

•Successful rollout of the My Food Bag Kitchen pilot

across the portfolio and extension of range

•Stronger Fresh Start choice performance

•Successful implementation of selected price

increases

•Delivery of customisation and personalisation

initiatives

Marketing investment to drive revenue growth
Increased marketing investment in new customer offers (recipe choice and customisation)

delivered improved order frequency

21My Food Bag Group Limited FY22 Full Year Result

3.2

3.8

4.7

3.6

1.2

1.3

1.7

1.4

3.7

4.5

4.8

4.8

8.1

9.6

11.3

9.8

FY20AFY21AFY22AFY22 PFI

Marketing spend ($m)

DiscountsMarketing COGSA&P

Retention profile of acquired

and reactivated customers

13-week frequency

retained customers

6.5

6.9

FY21A Q4FY22A Q4

R

e

t

e

n

t

i

o

n


%

•Increased marketing spend aligned to launches of

Bargain Box and Fresh Start recipe choice offers

•Upweighted promotional incentives to engage

lapsed customers (reactivation) with stronger order

frequency through multi-week offers.

•FY22 acquired and reactivated customer cohort

has been retained at comparable levels to historic

cohorts

•Strong retention of customers with increasing order

frequency and AOV

•If total marketing spend was to be only applied to

acquisition the associated payback would be ~8

months in FY22

FY20FY21FY22

Comparable

across past three

years

37.6
38.7

41.0

28.9

23.1

25.7

FY21A Q4FY22A Q4FY23 May**

Total active customers split (000's)

Retained customersAcquired and reactivated customers

High value customers continue to grow

22

•Improved customer offers (recipe choice and customisation) have improved retention and driven stronger order frequency

•Conversion of active customers into the high value customer cohort remains strong, with this group growing +6.7% year-on-year

•Active customers in Q2 and Q3 were strong, up year-on-year +3.8% and +1.5% respectively

•Less focus on acquisition and reactivation during Q4 given supply chain uncertainty arising from Omicron. FY22 Q4 marketing

spend down ~10% versus prior year

•Active Customers have expectedly increased in May to over 66,700 with continued growth driven from planned activity and

seasonal routine

66.5

+2.9%

* High value active customers are defined as customers who have taken at least 20 deliveries in the previous 12 months

** Measured at 18th May 2022

61.7

My Food Bag Group Limited FY22 Full Year Result

FY21A Q4FY22A Q4

High Value Customers*

+6.7%

Focus on retained customers growth and strong conversion into high value customers*

66.7

Strong growth in contribution margin continues
Well positioned to maintain contribution margin while navigating the ongoing uncertain macro-environment

23My Food Bag Group Limited FY22 Full Year Result*Contribution margin is a non-GAAP measure defined as revenue less cost of goods sold (including free marketing goods) less direct costs (assembly and distribution expenses).

21.3%

25.6%

27.2%

28.9%

FY20AFY21AFY22AFY22 PFI

Contribution Margin %

•Contribution margin improvement of +1.6 percentage points

year-on-year, largely driven by improved procurement outcomes

•In FY22 we mitigated a number of macro-environment

challenges:

•Input cost inflation - selected price increases, tight cost

management

•Labour availability and uncertainty (Delta and Omicron) led to

lower productivity - business simplification and micro-

management, particularly in Q4

•Supply chain and logistics disruption - worked closely with our

suppliers adjusting our offer as required

•Assembly and distribution costs were 22.1% which was 0.9

percentage points higher year-on-year and 1.1 percentage

points versus the PFI

•Produce supply agreement renewed in March 2022 for two-years

•Well positioned to maintain contribution margin while navigating

macro-environment challenges, such as inflation, labour

availability and supply chain pressures

EBITDA* of $34.2m demonstrates continued growth and delivery of PFI
Strong earnings trajectory continues

24

*Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the

FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP Pro forma EBITDA can be found in the appendices.

My Food Bag Group Limited FY22 Full Year Result

10.6%

15.2%

17.6%

18.4%

FY20AFY21AFY22AFY22 PFI

EBITDA* margin %

16.3

29.0

34.2 34.2

FY20AFY21AFY22AFY22 PFI

EBITDA* ($m)

•Achievement of FY22 PFI forecast

•Overheads favourable driven by cost management and non-

achievement of management incentives hurdles

•Pro forma EBITDA* of $34.2m which represented growth of $5.2m

versus prior year (+18.1%), driven by:

•Strong revenue performance underpinned by strength of our

retained customer base who have demonstrated stronger

order frequency and improved AOV

•Continued margin growth demonstrating significant operating

leverage, despite cost pressure

•EBITDA* margin % of 17.6% down by 0.8 percentage points vs PFI

as a result of input cost inflation

Balance sheet is well positioned for growth opportunities
Asset light business model and conservative gearing position the business well

for further reinvestment in growth initiatives

25

Summary balance sheet ($m)

FY22FY21

Assets

Cash and cash equivalents5.91.6

Working capital assets5.03.9

Property, plant, and equipment9.611.7

Intangible + other assets85.185.2

Liabilities

Working capital liabilities(17.0)(14.8)

Lease liabilities(7.6)(10.0)

Bank debt(3.4)(15.9)

Other liabilities(10.9)(7.5)

Equity66.954.2

My Food Bag Group Limited FY22 Full Year Result

•Negative working capital position

•A total facility of $40m (until March 2024)

•Net cash position reflects strong operating cashflow

in the period

•Continued capex investment to maintain growth

•The balance sheet is well positioned to execute on

future growth opportunities

•The Board will continue to evaluate capital

management opportunities

Cash generative nature supports dividend payment
Negative working capital position, coupled with an asset light business model

underpins strong cash flow generation

26

Summary cash flow ($m)

FY22FY21

Net cash from operating activities29.523.8

Lease principal payments(2.6)(2.2)

Capex(2.8)(2.7)

Free cash flow24.118.9

Pro forma EBITDA*34.229.0

Lease payments(2.9)(2.6)

Pre-IFRS 16 EBITDA*31.326.4

Pre-IFRS 16 cash flow conversion %77%72%

My Food Bag Group Limited FY22 Full Year Result

*EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP EBITDA can be found in the appendices.

** Dividend yield ratio calculated using an annual dividend of 7.0 cents per share and a share price of $0.80 per share (as at 16 May 2022).

•Strong profitability driving cash flow from operations

•Final dividend of 4.0 cents per share declared, fully

imputed and to be paid on 16 June 2022.

•Dividend represents ~85% of NPAT, within policy

range of 70 - 90%

•Allows for sufficient retained cash to fund growth

requirements internally

•Dividend yield ratio of 12.2%**

FY23
4

FY23 Outlook
28My Food Bag Group Limited FY22 Full Year Result

Portfolio of brands and flexible features to meet anticipated changes in the trading environment

Successful pilot of the Kitchen provides basis for further range expansion

Supply chain improvements and price recovery to counter inflationary environment

Strong balance sheet to invest in operational improvements and pursue M&A opportunities

We are well positioned to navigate the continued uncertainty in FY23 including inflation, labour

availability and supply chain pressures

Further guidance is expected to be provided at the ASM in August

Q&A
5

Appendices
6

Statement of Comprehensive Income
31

FY22FY22FY21

Consolidated Statement of Comprehensive Income ($m)

ActualPFIActual

Income194.0186.4190.7

Cost of Goods Sold(98.5)(93.6)(101.6)

Gross Profit95.592.889.1

Assembly and Distribution(42.8)(39.0)(40.3)

Contribution Margin52.753.848.8

Indirect Expenses(18.5)(19.6)(19.2)

Other income & expenses-(14.1)

EBITDA34.234.215.3

Depreciation and Amortisation(5.4)(5.3)(4.8)

EBIT28.828.910.7

Interest and Funding(1.0)(1.1)(1.7)

Net Profit Before Tax27.827.99.0

Income Tax Expense(7.8)(7.8)(6.5)

Net Profit After Tax and Comprehensive Income20.020.12.4

My Food Bag Group Limited FY22 Full Year Result

Reconciliation between GAAP and pro forma financials
32

FY22FY22FY21

Reconciliation of non-GAAP to GAAP financials ($m)

ActualPFIActual

Net Profit After Tax20.020.12.4

Add Back:

Depreciation and amortisation5.15.04.6

Net financing costs1.01.11.7

Income tax expense7.87.86.5

EBITDA34.034.015.3

Pro forma adjustments:

SaaS accounting policy adjustment0.30.30.2

Offer costs--14.1

Listed company costs--(0.6)

Pro forma EBITDA34.234.229.0

Deduct:

Depreciation, amortisation and impairment(4.6)

Net financing costs(1.7)

Income tax expense / (income)(6.5)

Pro forma adjustments:

SaaS accounting policy adjustment(0.2)

Listed company capital structure (interest and funding)0.9

Tax impact(0.1)

Pro forma NPAT16.7

My Food Bag Group Limited FY22 Full Year Result

Thank

Disclaimer and important information
This presentation has been prepared by My Food Bag Group Limited (the “Company” and, together with My

Food Bag Limited, "My Food Bag") and is dated 20 May 2022. Receipt of this document and/or attendance

at the corresponding presentation given on behalf of the Company constitutes acceptance of the terms of

this disclaimer.

Information

This presentation contains summary information about My Food Bag and its activities, which is current as at

the date of this presentation. The information in this presentation is of a general nature and does not purport

to be complete nor does it contain all the information which an investor may require when evaluating an

investment in the Company. This presentation has been prepared to provide additional commentary on the

full year financial statements of the Company for the period ending 31 March 2022. It should be read in

conjunction with those financial statements and the Company's other periodic and continuous disclosure

announcements, available on the NZX and ASX or My Food Bag's investor website.

Forward looking information

This presentation may include certain “forward-looking statements” about My Food Bag and the

environment in which My Food Bag operates. These forward-looking statements may be identified by words

such as ‘forecast’, 'projections', ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘will’, ‘plan’, ‘may’, ‘could’ and

similar expressions.

Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks

and uncertainties and other factors, many of which are outside of My Food Bag's control, and may involve

elements of subjective judgement and assumptions as to future events which may or may not be correct. A

number of important factors could cause actual results or performance to differ materially from the forward-

looking statements. No assurance can be given that actual outcomes or performance will not materially

differ from the forward-looking statements. The forward-looking statements are based on information

available to My Food Bag as at the date of this presentation. Except as required by law or regulation

(including the Listing Rules), the Company is under no obligation to update this presentation whether as a

result of new information, future events or otherwise.

No liability

The information contained in this presentation has been prepared in good faith by My Food Bag. No

representation or warranty, expressed or implied, is made as to the accuracy, adequacy or reliability of any

statements, estimates or opinions or other information contained in this presentation, any of which may

change without notice.

To the maximum extent permitted by law, My Food Bag, its directors, officers, employees and agents

disclaim all liability and responsibility (including any liability arising from fault or negligence on the part of My

Food Bag, its directors, officers, employees and agents) for any direct or indirect loss or damage which may

be suffered by any person through the use of or reliance on anything contained in, or omitted from, this

presentation. This presentation is not a product disclosure statement, prospectus, investment statement or

disclosure document, or an offer of shares for subscription, or sale, in any jurisdiction.

Not financial product advice

This presentation is for information purposes only and is not financial or investment advice or a

recommendation to acquire the Company’s securities. Before making an investment decision, you should

consider the appropriateness of the information having regard to your own objectives, financial situation

and needs and consult a financial adviser, solicitor, accountant or other professional adviser, if necessary.

Past performance

Any past performance information given in this presentation should not be relied upon as (and is not) an

indication of future performance. No representations or warranties are made as to the accuracy or

completeness of such information.

Non-GAAP financial information

This presentation includes non-GAAP financial information, including pro forma EBITDA, which is a non-GAAP

financial measure that includes pro-forma adjustments. A reconciliation from GAAP NPAT to non-GAAP pro

forma EBITDA can be found in the appendix to this presentation. Non-GAAP financial information, including

pro forma figures, have not been separately audited but have been derived by management from My

Food Bag’s reviewed full year financial statements for the period ended 31 March 2022. Pro forma EBITDA is

a measure used extensively by the Board and management as an indication of underlying profitability,

however, as a non-GAAP measure it is provided for illustrative purposes only and caution should be taken as

other companies may calculate this measure differently.

Distribution of presentation

This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction

is restricted or prohibited by law or would constitute a breach by the Company of any law. The distribution

of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and

persons into whose possession this presentation comes should observe any such restrictions.

All currency amounts are in New Zealand dollars unless otherwise stated.

This presentation has been authorised for release by the Company’s Board.

My Food Bag Group Limited FY22 Full Year Result34

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