Annual Shareholders Meeting

NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2022 annual meeting of shareholders of Cooks Coffee Company Limited
(the Company) will be held on Tuesday, 27 September 2022 starting at 3:00pm at Link Market Services
Offices PwC Tower, Level 30, 15 Customs Street West, Auckland. Shareholder registration opens at
2:30pm.

Agenda
A. The Chairman’s introduction.
B. Presentation to shareholders.
C. Shareholder discussion.
D. Resolutions.
Resolutions
To consider and, if thought fit, to pass the following Ordinary Resolutions:
1 Re-election of Paul Elliott: that Paul Elliott, who retires in accordance with NZX Listing Rule
2.7.1, and being eligible for re-election, be re-elected as a director of the Company.
2 Re-election of Peihuan Wang: that Peihuan Wang, who retires in accordance with NZX Listing
Rule 2.7.1, and being eligible for re-election, be re-elected as a director of the Company.
3 Re-election of Qiang Kui: that Qiang Kui, who retires in accordance with NZX Listing Rule 2.7.1,
and being eligible for re-election, be re-elected as a director of the Company.
4 Confirm appointment of Michael Ambrose: that the appointment of Michael Ambrose as a
director of the Company by unanimous resolution of the Board be confirmed in accordance with
clause 17.5 of the Company’s Constitution.
5 Auditors: that the Board is authorised to fix the auditor’s remuneration.
Other Business
To consider any other matter that may properly be brought before the meeting.
Proxies

Any shareholder of the Company who is entitled to attend and vote at the meeting may appoint a proxy
to attend and vote on their behalf. A corporation which is a shareholder may appoint a representative to
attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not need
to be a shareholder of the Company. The Chairman of the meeting can be appointed as a proxy. Where
the Chairman is appointed as a discretionary proxy, he intends to vote in favour of all Resolutions.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by mail or
email to the share registrar of the Company:
By delivery:
Cooks Coffee Company Limited
C/- Link Market Services Limited
PwC Tower Level 30
15 Customs Street West
Auckland 1010

By mail:
Cooks Coffee Company Limited
C/- Link Market Services Limited
PO Box 91976
Auckland 1142

By Email: meetings@linkmarketservices.com (please put “Cooks Proxy Form” as the
subject of the email for easy identification)

Alternatively, to appoint your proxy and vote online please go to the Link Market Services website at
https://investorcentre.linkmarketservices.co.nz/voting/CCC and follow the instructions. You will be
required to enter your holder number and FIN for security purposes. A shareholder will be taken to have
signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received no later than 48 hours before the meeting, being 3:00pm
on Sunday, 25 September 2022. Online proxy appointments must also be completed by this time.
Registered shareholders at that time will be the only persons entitled to vote at the meeting and only the
shares registered in those holders’ names at that time may be voted at the meeting.
Ordinary Resolutions

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

EXPLANATORY NOTES

Resolution 1: Re-election of Paul Elliott
Paul Elliott has extensive experience as CEO and CFO of major New Zealand corporates, including
Metlifecare, Zespri, Pacific Retail Group and, more recently, Asset Finance Limited, a regional non-bank
deposit taker. He has served as a director of both publicly-listed and privately held companies and is a
chartered member of the New Zealand Institute of Directors.
For the past nine years he has been a partner in a boutique corporate finance business, Time Capital NZ.
During that time, he has acted as advisor in a number of business acquisitions and turnaround
assignments and has managed due diligence projects on behalf of several mergers. He continues to
provide advisory services to New Zealand corporates and several high-net-worth individuals as a partner
in Time Capital.
The Board recommends that shareholders vote in favour of Mr Elliott’s re-election as Director
Resolution 2: Re-election of Peihuan Wang
Peihuan Wang is currently the Chairman and General Manager of Shandong Jiajiayue Investment
Holdings Co. Limited and Vice President of the China Chain Store and Franchise Association.
Mr Wang also currently sits on the board of New Zealand company Weihai Station Limited, which runs
farming operations and was granted consent from the overseas investment office to buy 595 hectares of
land situated southwest of Auckland.
Mr Wang has been the recipient of a number of awards in China including ‘the National Quality Excellent
Manager’, ‘Person of the Year - Chinese Chain Industry’, ‘Person of the Year - Chinese Retail Industry’,
and ‘Weihai City Mayor’s Quality Award’.
Mr Wang is of Chinese nationality and resides in the Shandong Province. He brings a wealth of knowledge
to the Board. JJY operates more than 800 supermarkets in China and employs more than 30,000 staff.
The Board recommends that shareholders vote in favour of Mr Wang’s re-election as Director
Resolution 1: Re-election of Qiang Kui
Qiang Kui retires due to having held office for three years and, being eligible, offers himself for re-election
as a Director. The Board does not consider Mr Kui to be an Independent Director.
Mr Kui joined Yunnan Health & Tourism Group Ltd (YHT) in 2015 as a budget specialist, specialising in
overseas investment management. Mr Kui is currently the Chief Financial Officer of Caiyun International

Investment Limited, Director and Chief Financial Officer of YMCI’s Australian operations, and is in charge
of supervising the accounting, financial, compliance and reporting policies of YHT’s overseas investment
projects.
Mr Kui has a Bachelor’s degree in E-Commerce, a Masters in Accountancy and has experience working
as a financial and budget controller and in financial and taxation management. Mr Kui has provided
financial services for companies such as Dalian Neusoft and Huawei.
The Board recommends that shareholders vote in favour of Mr Kui’s re-election as Director.
Resolution 4: Confirmation of appointment of Michael Ambrose
Michael is an experienced Company Director, business consultant & Chartered Accountant with a broad
range of governance, financial, general management, strategic & IPO skills.
Michael was the creator & founding Director of Arvida Group Ltd. This Public Company was listed in 2014
and is comprised of 32 Retirement Villages and Aged Care facilities.
He is also:
• The Chairman and independent Director of Manchester Unity Friendly Society
• A Director of Fiordland Lobster Company & related Companies
• Chairman of the international board of KitGarra International Limited, a meat & chicken trading
company which has its head office in Brazil
• Chairman of the Board of Deep Creek Fruits LP, a start-up Cherry operation that acquired 140
hectares of land in Central Otago which has now been planted & irrigated following the initial
capital raise from 37 investors totalling $16.1 million.
• Chairman of the Board of Chateau Hotel Marlborough Ltd,
• Chairman of Senior Move Managers Limited, which provides a complete relocation service to
seniors moving house or into Retirement Villages or individual homes.
• Secretary/Treasurer and active participant with the Trustees of Manchester Unity Welfare Trust
Board.
By unanimous resolution the Board appointed Michael Ambrose as a director of the Company with effect
from 29 November 2021, in accordance with clause 17.5 of the Company’s Constitution and the Board
unanimously recommends that the Board appointment be confirmed by shareholders
Resolution 5: Auditors
William Buck is automatically reappointed as auditor under section 207T of the Companies Act 1993. This
resolution authorises the Board to fix the fees and expenses of the auditor.

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

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

Scan this QR code with your smartphone and vote online



General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD COOKS COFFEE COMPANY LIMITED ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of Cooks Coffee Company Limited (the Company) will be held on Tuesday, 27 September 2022 at 3:00pm at
Link Market Services Offices PwC Tower, Level 30, 15 Customs Street West, Auckland.

Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to
be received by Link Market Services (the share registry), no later than 3:00pm Sunday, 25 September 2022. You can also appoint your proxy and
vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/CCC or by scanning the QR
code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy
by entering “Chairman” in the relevant space on the reverse of this form.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain from voting (providing the
proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying
a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting
instructions provided.
Appointing the Chairman of the Meeting as your proxy
The Chairman of the meeting can be appointed as a proxy. Where the Chairman is appointed as a discretionary proxy, he intends to vote in favour of
all Resolutions.

Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it
could appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate
shareholder (if it has one).

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

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


hereby appoint _____________________________________________of________________________________________________
(Full Name) (Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 3:00pm on Tuesday 27 September
2022 and at any adjournment of that meeting.

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

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

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

Tick (✓) in box to vote

For Against Abstain Discretion
1.
That Paul Elliott, who retires in accordance with NZX Listing Rule 2.7.1, and being
eligible for re-election, be re-elected as a director of the Company.
   
2.
That Peihuan Wang, who retires in accordance with NZX Listing Rule 2.7.1, and
being eligible for re-election, be re-elected as a director of the Company.
   
3.
That Qiang Kui, who retires in accordance with NZX Listing Rule 2.7.1, and being
eligible for re-election, be re-elected as a director of the Company.

   
4.
That the appointment of Michael Ambrose as a director of the Company by
unanimous resolution of the Board be confirmed in accordance with clause 17.5
of the Company’s Constitution.

   
5.
That the Board is authorised to fix the auditor’s remuneration.
   
STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
but would like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/CCC and
completing the online validation process or complete the question section below and return to Link Market Services. Questions will need to be
submitted by 3:00pm Sunday, 25 September 2022. The Board will address and answer questions during the meeting.




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

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

Signed this_______________________________________________day_______________________________________________2022

Signature _______________________________________________________________________________________________________


Contact Name: Daytime contact number:

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