SPH Notice – LTFG LP and Waterman

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited and
To My Food Bag Group Limited (MFB)
Date this disclosure made: 31 March 2023
Date on which substantial holding began: 31 March 2023
Substantial product holder(s) giving disclosure
Full name(s): Long Term Food Group LP (LTFG LP) and Waterman Capital (Fund 3) Limited
(Waterman)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in MFB (NZX Code: MFB)
Summary for LTFG LP and Waterman
For this disclosure,—
(a) total number held in class: 38,165,965
(b) total in class: 242,437,524
(c) total percentage held in class: 15.743%
Details of relevant interests
Details for LTFG LP
Nature of relevant interest(s): Registered holder and beneficial owner
For that relevant interest,—
(a) number held in class: 38,165,965
(b) percentage held in class: 15.743%
(c) current registered holder(s): LTFG LP
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A

2
Details for Waterman
Nature of relevant interest(s): Power to control the acquisition and disposition of, and the
exercise of the right to vote attached to, the Shares held by LTFG LP as manager of that
fund under an investment management contract, which need not be attached. Accordingly,
Waterman has a relevant interest in the shares held by LTFG LP.
For that relevant interest,—
(a) number held in class: 38,165,965
(b) percentage held in class: 15.743%
(c) current registered holder(s): LTFG LP
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: On 31 March 2023,
Waterman Fund 3 LP (Waterman LP) transferred 38,165,965 fully paid ordinary shares in
MFB to LTFG LP, a new limited partnership to be managed on an ongoing basis by
Waterman, as the investment manager of LTFG LP.
The transfer was completed off-market, and was conducted pursuant to an agreement for
sale and purchase of shares between Waterman LP and LTFG LP dated 31 March 2023. As
consideration for the transfer of Waterman LP’s MFB shares to LTFG LP, LTFG LP issued
partnership interests to Waterman LP with an aggregate value equivalent to $9,075,000.
Additional information
Address(es) of substantial product holder(s): Level 34/48 Shortland Street, Auckland
Central, Auckland, 1010
Contact details: Amanda Smith, +64 9 551 8173, Amanda.Smith@waterman.co.nz
Nature of connection between substantial product holders: Waterman has the power to
control the acquisition and disposition of, and the exercise of the right to vote attached to,
the Shares held by LTFG LP as manager of that fund under an investment management
contract.

3
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Waterman Fund 3 LP and Waterman Capital
(Fund 3) Limited
Certification
I, Amanda Smith, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.