Notice of Meeting

Notice of
11:00am, Friday 19 August 2022
Link Market Services
Level 30 | PWC Tower
15 Customs Street West | Auckland 1010
Meeting
MY FOOD BAG’S 2022 ANNUAL SHAREHOLDERS’ MEETING
www.virtualmeeting.co.nz/mfb22

MY FOOD BAG’S 2022 ANNUAL SHAREHOLDERS’ MEETING
You’re
Invited
As a shareholder of My Food Bag Group Limited (My Food Bag), you are invited to attend
My Food Bag’s annual shareholders’ meeting. Notice is hereby given that this year’s
meeting will be held on Friday, 19 August 2022 at 11:00am (NZ time) (9.00am AEST) at
the offices of Link Market Services in Auckland. My Food Bag is also enabling a virtual
shareholder meeting option for you via the Link Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/mfb22.
If you are attending the meeting in person, please bring your proxy form or your CSN/
Holder number with you to help make registration quick and simple with the Link Market
Services team. If you are joining the meeting online, you will need your CSN/Holder
number for verification purposes. Further instructions on how to participate are outlined in
the “Important Information” section of this Notice of Meeting.
If you intend to attend the meeting in person, we kindly ask that you inform us
at ir@myfoodbag.co.nz. This will help us gauge the likely number of in-person
attendees and assist us with preparing the physical venue. For the safety of those
attending in person, if you are unwell or are in close contact with someone who is
unwell, please attend the meeting online and not in person.
11:00am (NZ time) Time:
Venue:
Friday, 19 August 2022
Date:
Link Market Services
Level 30 | PWC Tower
15 Customs Street West | Auckland 1010

BUSINESS AND AGENDA OF MEETING
MY FOOD BAG’S 2022 ANNUAL SHAREHOLDERS’ MEETING
Chairperson’s address
CEO’s update
Financial statements
To receive and consider the Annual Report for the financial year ended 31 March
2022, including the financial statements and the auditor’s report.
Ordinary resolutions
To consider and, if thought fit, to pass the following ordinary resolutions at the meeting:
1. Re-election of Tony Carter
That Tony Carter, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of My Food Bag.
2. Election of Cecilia Robinson
That Cecilia Robinson, who has been nominated and is eligible for election, be
elected as a Director of My Food Bag.
3. Auditor’s Remuneration
That the Directors of My Food Bag be authorised to fix the fees and expenses of
the auditor of My Food Bag for the ensuing year.
After serving six years on the Board, Chris Marshall is retiring as a Director of My Food
Bag at the meeting and is not seeking re-election.
The Board unanimously supports resolutions 1 to 3 and recommends that you vote in
favour of them at the meeting.
Other business
By order of the Board
Mark Winter
20 July 2022
Chief Financial Officer
A.
B.
C.
D.
E.

Each resolution is proposed as an ordinary resolution and, to be passed, requires approval by a simple majority of votes of the shareholders
of My Food Bag who are entitled to vote on the resolution and who exercise their right to vote. No person is subject to any voting restriction in
relation to any of these resolutions.
Resolution 1: Re-election of Tony Carter
Resolution 2: Election of Cecilia Robinson
Resolution 3: Auditor’s remuneration
EXPLANATORY NOTES
Tony Carter retires and being eligible offers himself for re-election. This decision to retire before being required to do so under NZX Listing
Rule 2.7.1 has been made for continuity purposes to stagger the appointment of Directors to avoid a scenario where a majority of the
Directors are required to retire at the same meeting next year. The Board unanimously recommends that shareholders vote in favour of the
re-election of Tony Carter. He is considered by the Board to be an independent director.
The Board has nominated Cecilia Robinson to be a Director of My Food Bag. This nomination was made by the Directors, collectively, in their
capacity as shareholders of My Food Bag under NZX Listing Rule 2.3.1. Cecilia has accepted that nomination, and the Board unanimously
recommends that shareholders vote in favour of her election at the Annual Meeting. If elected, the Board has determined that at this time
Cecilia would be a non-independent director of My Food Bag having had regard to the non-exhaustive factors set out in the NZX Corporate
Governance Code and Cecilia’s long association with My Food Bag, including as co-founder.
The current auditor of My Food Bag, EY, will be automatically reappointed as My Food Bag’s auditor at the annual meeting in accordance
with section 207T of the Companies Act 1993. Under that legislation, the auditor’s fees and expenses must be fixed at the annual meeting or
in the manner that the company determines at the meeting. Shareholder approval is therefore sought for the Directors of My Food Bag to fix
EY’s fees and expenses for the ensuing financial year. The Board unanimously supports this resolution and recommends that you vote in favour
of it at the meeting.
Tony joined the Board of My Food Bag 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 for 10 years.
Tony is currently Chair of Datacom, TR Group, The Interiors Group and The Skin Institute and also
sits on the board of Vector. 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.
Tony graduated from the University of Canterbury with a Bachelor of Engineering with honours,
before completing a Masters of Philosophy at Loughborough University of Technology in the
United Kingdom. In 2020, Tony was made a Companion of the New Zealand Order of Merit for
services to business governance.
Cecilia co-founded My Food Bag in 2012, was co-CEO until mid-2018 and served as a director of
the company prior to its public listing in 2021. Cecilia has significant institutional knowledge about
My Food Bag. Her entrepreneurial background and innovative drive would also complement the
existing skills on the Board, and help support My Food Bag through its next exciting chapter of
growth. Cecilia is also the founder and co-CEO of Tend Health and is a member of the Institute of
Directors, a board member of Pie Funds, and a board member and founding trustee of the Prince’s
Trust Aotearoa, New Zealand.
TONY CARTER
CECILIA ROBINSON

MY FOOD BAG’S 2022 ANNUAL SHAREHOLDERS’ MEETING
Important
Information
PERSONS ENTITLED TO VOTE
Voting on the resolutions at the meeting will be by poll. Voting
entitlements for the meeting will be fixed at 5:00pm (New Zealand
time) on Wednesday, 17 August 2022. Only persons registered as
shareholders at that time will be able to vote at this meeting, and only in
respect of the shares held by them at that time.
HOW TO ATTEND THE MEETING
Shareholders can attend the meeting and vote at the physical venue or
virtually through the Virtual Meeting Platform at www.virtualmeeting.
co.nz/mfb22. If you are attending the meeting virtually, you will still
be able to watch the meeting, vote and ask questions online using your
smartphone, tablet or computer. It will be your responsibility to make
sure that you have a stable internet connection that will enable you to
utilise this option. More information regarding virtual attendance at
the Annual Meeting (including how to vote and ask questions virtually
during the meeting) is available in the Virtual Annual Meeting Online
Portal Guide, which you can obtain online from Link Market Services.
DIRECTIONS
The venue for the meeting is located in the PwC Tower which is part of
the Commercial Bay precinct in the Auckland CBD. On arrival in the
SkyLobby via the entry on Customs Street West, please select the lift to
Level 30 to access the meeting venue at Link’s offices. The building is
easily accessed from Britomart and the ferry terminal if you are arriving
on public transport. There are also public carparking options available,
including the Downtown carpark (closest) and Britomart carpark (short
walk).
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder of My Food Bag who is entitled to attend and vote at
the Annual Meeting may appoint a proxy (or a representative in the
case of a corporate shareholder) to attend the meeting and vote on
their behalf. A proxy need not be a shareholder of My Food Bag.
If you appoint a proxy, you may either direct your proxy how to vote
for you, or you may give the proxy discretion to vote as he or she sees
fit. If you wish to give your proxy discretion, then you should make the
appropriate election, either on the proxy form or online, to grant your
proxy that discretion. You will be deemed to have given your proxy
discretion if you do not make an election in relation to any resolution
in this Notice of Meeting. The Chair of the meeting is willing to act as
proxy for any shareholder who appoints him for that purpose. If you
appoint the Chair of the meeting as your proxy and do not direct him
how to vote (or grant him discretion) in the proxy form, the Chair will
vote in favour of resolutions 1 to 3 in this Notice of Meeting.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on the proxy form that is lodged with Link Market
Services), the Chair of the meeting will be your proxy and may only
vote in accordance with your express direction.
If a shareholder has appointed a proxy, that shareholder can still
attend the meeting, but they will not be able to vote if a proxy has been
appointed to vote on their behalf.
PROXY FORMS
A proxy form is enclosed with this Notice of Annual Meeting which
allows shareholders to vote on the resolutions notified in this Notice of
Annual Meeting and to submit questions in advance of the meeting.
Shareholders that wish to appoint a proxy should complete the
enclosed proxy form and return it to Link Market Services Limited by
email or mail as set out in the proxy form. Alternatively, shareholders
can elect to lodge their proxy appointment online by visiting vote.
linkmarketservices.com/MFB. When appointing a proxy online,
shareholders on the New Zealand register will be required to enter their
CSN or Holder Number and Authorisation Code (FIN) to complete
the online validation process to securely appoint a proxy online.
Shareholders on the Australian register will be required to enter their
Holder Number and postcode or country of residence to complete the
online validation process to securely appoint a proxy online.
If you wish to vote by proxy (or corporate representative), please
return your proxy form to Link Market Services, or complete the online
appointment, by no later than 11:00am on Wednesday, 17 August
2022.
If you are attending the meeting in person, please bring the proxy
form with you to the meeting, as the barcode will assist us with your
registration prior to the meeting.
SHAREHOLDER QUESTIONS
Following the conclusion of formal business, there will be an
opportunity for shareholders at the meeting to ask questions. To
encourage shareholder participation, we also invite those unable to
attend in person to submit questions ahead of the meeting. If you would
like to submit a question you can do so online or using the enclosed
proxy form. My Food Bag’s external auditor, EY, will also be available
at meeting to answer questions from shareholders relevant to the
external audit.
OTHER MATERIALS AND RESULTS
Copies of the Annual Meeting presentation materials will be published
and available online shortly before the meeting begins. Results of the
voting will be posted on the NZX and ASX market announcement
platforms and at My Food Bag’s website following the conclusion of the
meeting and finalisation of the voting results.

---

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/MFB
Scan & email:
meetings@linkmarketservices.comMail:
Fax: +64 9 375 5990Use the reply paid
Deliver:envelope or address to:
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 | myfoodbag@linkmarketservices.com
Proxy Form/Admission Card for the My Food Bag Group Limited 2022 Annual Meeting
The Annual Meeting of the shareholders of My Food Bag Group Limited (My Food Bag or the Company) will be held on Friday, 19 August 2022
commencing at 11:00am (NZ time) at the offices ofLink Market Services in Auckland (Level 30, PwC Tower, 15 Customs Street West, Auckland)and
virtually via the Link Market Services Virtual Meeting platform atwww.virtualmeeting.co.nz/mfb22.If you will attend the meeting online, you will require
your CSN/Holder Number for verification purposes. If you will attend in person, please bring this form with you to assist with your registration. If you will
not attend the meeting but wish to be represented by proxy, please complete and return this form (using the instructions detailed above) to My Food
Bag's share registry, Link Market Services, by no later than 11:00am (NZ time) on Wednesday, 17 August 2022.
Appointment of proxy
Any shareholder of My Food Bag who is entitled to attend and vote at the meeting may appoint a proxy (or a representative in the case of a corporate
shareholder) to attend the meeting and vote on their behalf. A proxy need not be a shareholder of the Company. No person is subject to any voting
restriction in relation to any of the resolutions to be put to shareholders at the meeting. If you wish, you may appoint the Chair of the meeting as your
proxy or as alternative to your named proxy. The Chair intends to vote all discretionary proxies he receives in favour of each of the resolutions.
Voting of your holding
If you appoint a proxy, you may either direct your proxy how to vote or you may give the proxy discretion to vote as he or she chooses. You can direct
your proxy how to vote on each resolution by making the appropriate election either online or on this proxy form. If you return this proxy form to Link
Market Services without directing your proxy how to vote on a resolution, you will be deemed to have given your proxy discretion to vote as he or she
chooses or to abstain from voting. If you make more than one election in respect of a resolution your vote will be invalid for that resolution. If this proxy
form is returned duly signed by a shareholder with voting instructions included but without specifying a person to be appointed as proxy, the Chair is
deemed to be that shareholder's proxy for the meeting but must vote in accordance with the shareholder's express voting instructions.
Attending the meeting
If you wish to attend the meeting in person, please bring this proxy form/admission card to assist with your registration. A corporation which is a
shareholder may appoint a representative to attend the meeting on its behalf in the same manner as it could appoint a proxy. If a shareholder has
appointed a proxy, that shareholder can still attend the meeting, but they will not be able to vote if a proxy has been appointed to vote on their behalf.
Signing instructions for proxy forms
Individual holding
Where the holding is in one name, the shareholder (or their duly authorised attorney) must sign this proxy form.
Joint holding
In the case of a joint shareholding, this proxy form may be signed by any of, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this proxy form has been signed by an attorney, a copy of the power of authority under which it was signed (if not previously provided to the registry)
and a signed certificate of non-revocation of the power of attorney must accompany this proxy form.
Corporate shareholder
In the case of a corporate shareholder, this proxy form must be signed by a duly authorised officer or attorney. Persons who sign on behalf of a
company must be acting with the company's express or implied authority.
Go online to vote.linkmarketservices.com/MFB to appoint and give
directions to your proxy or turn over to complete the form.

Proxy/Corporate Representative Form
STEP 1: Appoint a proxy to vote on your behalf
I/We being a shareholder(s) of My Food Bag Group Limited hereby appoint:
________________________________________________________of ______________________________________________________
(full name of proxy) (full address)
Or failing that person:
________________________________________________________of ______________________________________________________
(full name of proxy) (full address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of My Food Bag to be held at 11:00am(NZ time)on Friday, 19 August 2022
and at any adjournment of that meeting, and to vote on any resolutions to amend the resolutions, on the resolutions so amended, and on any other
resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as below, the proxy will vote for or against each resolution
as he or she chooses or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 2: Items of business – proxy voting instructions
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how they should vote. Please note: For each resolution
you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf during a poll and your votes will
not be counted for the purpose of computing the required majority for that item.
BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
For Against Abstain Discretion
1. That Tony Carter, who retires at the annual meeting and is eligible for re-election, be re-
elected as a Director of My Food Bag.

2 That Cecilia Robinson, who has been nominated and is eligible for election, be elected as a
Director of My Food Bag.

3.
That the Directors of My Food Bag be authorised to fix the fees and expenses of the auditor
of My Food Bag for the ensuing year.

STEP 3: Shareholder questions
Shareholders present at the meeting, physically or online, will have the opportunity to ask questions during the meeting. If you cannot attend but would
like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/MFB and completing the online validation process or
complete the question section below and return this form to Link Market Services. Questions will need to be submitted by 11:00am (NZ time) on
Wednesday, 17 August 2022. The Board and/or management will address and answer questions during the meeting.
STEP 4: Signature of shareholder(s)This section must be completed.
Shareholder 1 Shareholder 2Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below:
Question: