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Employee share schemes – Issue of rights

Capital Change29 June 2022MFBFinancials

My Food Bag Group Limited
My Food Bag Group Limited

NZCN 6113607

ARBN 646 807 301

30 June 2022

NZX/ASX Code: MFB

MY FOOD BAG GROUP LIMITED – EMPLOYEE SHARE OWNERSHIP AND INCENTIVE SCHEMES

As noted in My Food Bag's recent annual report, as part of the employee remuneration review

undertaken in 2021, the Board has recently established two new incentive schemes, discussed

below. These incentives will form an important part of My Food Bag's overall employment

proposition going forward, and they are aligned to My Food Bag's strategy to attract, reward and

retain high calibre employees committed to My Food Bag's long term success.

Long term incentive plan

The Board has established a new long term incentive plan. This LTI will operate as a performance

share rights scheme, similar in nature to the schemes operated by many other listed issuers in New

Zealand. 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 Board has issued the first tranche of performance rights under the LTI to eligible employees. In

total, 1,820,518 performance rights were issued based on a share price of $0.887. The share price

used to calculate the number of performance rights to be issued was determined objectively, based

on the volume weighted average share price of My Food Bag's shares over the 10 business day

period following the recent release of My Food Bag FY22 results.

With the exception of the CEO, the conditions attaching to the performance rights comprise

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 each grant has

been determined by reference to each eligible employee's base salary.

The grant made to the CEO, Kevin Bowler, is more bespoke. Mr Bowler has been issued 624,013

performance rights, which in value terms equates to 100% of Mr Bowler's base salary. This is larger

(in proportionate terms) than the grants made to the other participating senior employees but

reflects the important role of the CEO in delivering My Food Bag's strategy and the fact that Mr

Bowler will not receive a further grant next year during the current two year vesting period. Mr

Bowler's performance rights are also entirely performance based, with 50% of his performance

rights based on the relative TSR hurdle and 50% on an absolute EPS (earnings per share) hurdle.

Employee share ownership scheme

The Board also identified an opportunity to establish a more inclusive employee share ownership

scheme for all permanent employees (other than those participating in the LTI) working at least 30

hours per week. This scheme operates in a similar manner to the LTI, albeit the vesting of the share

rights is entirely dependent on retention over the vesting period of two years.

In total, 385,548 share rights have now been issued to eligible employees who accepted the offer

made to them. The value of each grant made to eligible employees was $3,000 (being 3,382 share

rights based on the share price of $0.887).

Capital change notices reflecting these grants accompany this announcement.

My Food Bag Group Limited
My Food Bag Group Limited

NZCN 6113607

ARBN 646 807 301

Authorised by:

Board of Directors of My Food Bag Group Limited

Ends

For investor or analyst queries, please contact:

Mark Winter

ir@myfoodbag.co.nz

---

Notice of issue of Share Rights under the My Food Bag's Employee Share Ownership Scheme
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Share Rights to certain

eligible employees under My Food Bag's employee share ownership scheme. If the Share Rights vest

(based on a retention condition over the two year vesting period) the holder may exercise an option to

acquire ordinary shares in My Food Bag.

Section 1: Issuer information

Name of issuer My Food Bag Group Limited

NZX ticker code MFB

Class of financial product Share Rights, each representing

an entitlement (upon vesting and

exercise) to acquire an ordinary

share in My Food Bag Group

Limited

ISIN (If unknown, check on NZX website) N/A (the ISIN of MFB's ordinary

shares is NZMFBE0004S1)

Currency N/A

Section 2: Capital change details

Number issued/acquired/redeemed 385,548 Share Rights

Nominal value (if any) N/A

Issue/acquisition/redemption price per security Nil – Share Rights are issued

under the scheme to eligible

employees for no consideration

Nature of the payment (for example, cash or other consideration) N/A

Amount paid up (if not in full) N/A

Percentage of total class of Financial Products

issued/acquired/redeemed/ (calculated on the number of Financial

Products of the Class, excluding any Treasury Stock, in existence)

1

100% of Share Rights on issue (if

these Share Rights vest and are

exercised, this would equate to

0.16% of the ordinary shares of

My Food Bag Group Limited

currently on issue).

For an issue of Convertible Financial Products or Options, the

principal terms of Conversion (for example the Conversion price and

Conversion date and the ranking of the Financial Product in relation

to other Classes of Financial Product) or the Option (for example,

the exercise price and exercise date)

Issue of Share Rights pursuant to

My Food Bag's employee share

ownership scheme. The Share

Rights give the holder the right to

acquire ordinary shares in My

Food Bag Group Limited, which

may be exercised if the Share

Rights vest.

1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

The Share Rights will vest if the
holder remains employed by My

Food Bag during the two-year

vesting period (and, for clarity, no

disqualifying factors apply at the

end of that period).

There is no amount payable by

the holder either on the grant of

the Share Rights or in relation to

the issue of ordinary shares if

those Share Rights vest and are

exercised.

Reason for issue/acquisition/redemption and specific authority for

issue/acquisition/redemption/ (the reason for change must be

identified here)

Issue of Share Rights pursuant to

My Food Bag's employee share

ownership scheme. Board

resolution dated 13 June 2022

and permitted by NZX Listing Rule

4.6.1.

Total number of Financial Products of the Class after the

issue/acquisition/redemption/Conversion (excluding Treasury Stock)

and the total number of Financial Products of the Class held as

Treasury Stock after the issue/acquisition/redemption.

385,548 Share Rights.

There is no treasury stock.

In the case of an acquisition of shares, whether those shares are to

be held as treasury stock

N/A

Specific authority for the issue, acquisition, or redemption, including

a reference to the rule pursuant to which the issue, acquisition, or

redemption is made

Board resolution dated 13 June

2022 and permitted by NZX

Listing Rule 4.6.1.

Terms or details of the issue, acquisition, or redemption (for

example: restrictions, escrow arrangements)

As above. Any ordinary share

issued on the vesting and

exercise of the Share Rights will

be credited as fully paid up and

rank equally in all respects with

the other ordinary shares of My

Food Bag Group Limited.

Date of issue/acquisition/redemption 30 June 2022

Section 3: Authority for this announcement and contact person

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 MAP30 June 2022

---

Notice of issue of Performance Rights under the My Food Bag's Long Term Incentive Plan
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights to

certain senior employees under My Food Bag's long term incentive plan. If the Performance Rights vest

(based on certain vesting conditions, including the achievement of a performance hurdle(s)) the holder

may exercise an option to acquire ordinary shares in My Food Bag.

Section 1: Issuer information

Name of issuer My Food Bag Group Limited

NZX ticker code MFB

Class of financial product Performance Rights, each

representing an entitlement

(upon vesting and exercise) to

acquire an ordinary share in My

Food Bag Group Limited

ISIN (If unknown, check on NZX website) N/A (the ISIN of MFB's ordinary

shares is NZMFBE0004S1)

Currency N/A

Section 2: Capital change details

Number issued/acquired/redeemed 1,820,518 Performance Rights

Nominal value (if any) N/A

Issue/acquisition/redemption price per security Nil – Performance Rights are

issued under the plan for no

consideration

Nature of the payment (for example, cash or other consideration) N/A

Amount paid up (if not in full) N/A

Percentage of total class of Financial Products

issued/acquired/redeemed/ (calculated on the number of Financial

Products of the Class, excluding any Treasury Stock, in existence)

1

100% of Performance Rights on

issue (if these Performance Rights

vest and are exercised, this would

equate to 0.75% of the ordinary

shares of My Food Bag Group

Limited currently on issue).

For an issue of Convertible Financial Products or Options, the

principal terms of Conversion (for example the Conversion price and

Conversion date and the ranking of the Financial Product in relation

to other Classes of Financial Product) or the Option (for example,

the exercise price and exercise date)

Issue of Performance Rights

pursuant to My Food Bag's long-

term incentive plan. The

Performance Rights give the

holder the right to acquire

ordinary shares in My Food Bag

Group Limited, which may be

exercised if the Performance

Rights vest.

1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

For participating senior
employees other than the CEO,

50% of the Performance Rights

are linked purely to retention,

with the holder required to

remain an employee of My Food

Bag for the duration of the two

year vesting period. The other

50% of the Performance Rights

require this retention condition

to be satisfied, as well as My

Food Bag to achieve a defined

performance hurdle in respect of

its total return to shareholders

over the vesting period relative to

other companies in the NZX50.

All of the 624,013 Performance

Rights issued to the CEO have a

performance hurdle element (in

addition to retention). 50% of the

CEO's Performance Rights are

subject to the same relative TSR

hurdle as the other participants,

whereas the other 50% is based

on an absolute EPS (earnings per

share) performance hurdle.

There is no amount payable by

the holder either on the grant of

the Performance Rights or in

relation to the issue of ordinary

shares if those Performance

Rights vest and are exercised.

Reason for issue/acquisition/redemption and specific authority for

issue/acquisition/redemption/ (the reason for change must be

identified here)

Issue of Performance Rights

pursuant to My Food Bag's long

term incentive plan. Board

resolutions dated 13 June and 27

June 2022 and permitted by NZX

Listing Rule 4.6.1.

Total number of Financial Products of the Class after the

issue/acquisition/redemption/Conversion (excluding Treasury Stock)

and the total number of Financial Products of the Class held as

Treasury Stock after the issue/acquisition/redemption.

1,820,518 Performance Rights.

There is no treasury stock.

In the case of an acquisition of shares, whether those shares are to

be held as treasury stock

N/A

Specific authority for the issue, acquisition, or redemption, including

a reference to the rule pursuant to which the issue, acquisition, or

redemption is made

Board resolutions dated 13 June

and 27 June 2022 and permitted

by NZX Listing Rule 4.6.1.

Terms or details of the issue, acquisition, or redemption (for

example: restrictions, escrow arrangements)

As above. Any ordinary share

issued on the vesting and

exercise of the Performance

Rights will be credited as fully
paid up and rank equally in all

respects with the other ordinary

shares of My Food Bag Group

Limited.

Date of issue/acquisition/redemption 30 June 2022

Section 3: Authority for this announcement and contact person

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 MAP30 June 2022

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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