My Food Bag Group Limited logo

Employee Share Schemes – Issue of Rights

Capital Change19 December 2022MFBFinancials

My Food Bag Group Limited
My Food Bag Group Limited

NZCN 6113607

ARBN 646 807 301

20 December 2022

NZX/ASX Code: MFB

MY FOOD BAG – GRANT OF SHARE/PERFORMANCE RIGHTS

As previously indicated, My Food Bag operates two incentive schemes: (1) an employee share

ownership scheme linked to retention for all permanent employees (other than those participating

in the LTI) working at least 30 hours per week; and (2) a long term incentive scheme for senior

employees which is partly linked to retention and partly linked to performance. The primary grant

under these incentive schemes occurred on 30 June 2022 following the release of My Food Bag's

FY22 results. My Food Bag has now completed a secondary grant predominantly for those

employees who did not participate in the earlier grant or have had a material change in role.

Employee share ownership scheme (ESOS)

65,949 Share Rights have been issued to eligible employees of My Food Bag under the company's

employee share ownership scheme. An updated Capital Change Notice reflecting this grant

accompanies this announcement. As set out in that notice, 43,966 Share Rights have lapsed and

been cancelled since the earlier grant in 2022 due to participants failing to satisfy the vesting

conditions (e.g. as employees have left the business during this period).

Long term incentive schemes (LTI)

154,675 Performance Rights have been issued to eligible senior employees of My Food Bag under

the company's long term incentive scheme. An updated Capital Change Notice reflecting this grant

accompanies this announcement. As set out in the notice, 658,398 Performance Rights have lapsed

and been cancelled since the earlier grant in 2022 due to participants failing to satisfy the vesting

conditions (e.g. as employees have left the business during this period).

More details in relation to each grant is included in the accompanying Capital Change Notices.

Authorised by:

Mark Winter, CEO

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 18 month 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 65,949 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

19.31% of Share Rights on issue

(as a percentage of Share Rights

in existence immediately prior to

the issue, but after cancellation

of those Share Rights issued on or

about 30 June 2022 and which

have lapsed due to a failure to

satisfy the vesting conditions).

If these Share Rights vest and are

exercised, this would equate to

0.03% of the ordinary shares of

My Food Bag Group Limited

currently on issue.

1

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

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.

The Share Rights will vest if the

holder remains employed by My

Food Bag during an 18 month

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 5 December

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.

407,531 Share Rights.

There is no treasury stock.

For reference, since the primary

grant during 2022 on or about 30

June 2022, 43,966 Share Rights

have lapsed due to a failure to

satisfy the vesting conditions.

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 5

December 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 20 December 2022

Section 3: Authority for this announcement and contact person

Name of personauthorised to make this announcement

Mark Winter, Chief Executive Officer

Contact person for this announcement Mark Winter, Chief Executive Officer
Contact phone number

+64 9 886 9840

Contact email address ir@myfoodbag.co.nz

Date of release through MAP20 December 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 154,675 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

13.31% of Performance Rights on

issue (as a percentage of the

Performance Rights in existence

immediately prior to the issue,

but after cancellation of those

Performance Rights issued on or

about 30 June 2022 and which

have lapsed due to a failure to

satisfy the vesting conditions).

If these Performance Rights vest

and are exercised, this would

equate to 0.06% of the ordinary

shares of My Food Bag Group

Limited currently on issue.

1

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

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.

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 an 18

month 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 a two year performance

period relative to other

companies in the NZX50.

All of the 56,369 Performance

Rights issued to the CEO have this

TSR performance hurdle element

(in addition to retention).

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 5 December

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.

1,316,795 Performance Rights.

There is no treasury stock.

For reference, since the primary

grant during 2022 on or about 30

June 2022, 658,398 Performance

Rights have lapsed due to a

failure to satisfy the vesting

conditions.

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 5

December 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 20 December 2022

Section 3: Authority for this announcement and contact person

Name of personauthorised to make this announcement

Mark Winter, Chief Executive Officer

Contact person for this announcement Mark Winter, Chief Executive Officer

Contact phone number

+64 9 886 9840

Contact email address ir@myfoodbag.co.nz

Date of release through MAP20 December 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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