Notice of Meeting

NOTICE
11.00am, Thursday, 17 August 2023
Link Market Services
Level 30 | PWC Tower
15 Customs Street West | Auckland 1010
MY FOOD BAG’S 2023 ANNUAL SHAREHOLDERS’ MEETING
MEETING
of

MY FOOD BAG’S 2023 ANNUAL SHAREHOLDERS’ MEETING
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 Thursday, 17 August 2023 at 11:00am (NZ time) 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/mfb23
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
(including directions to the venue) 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.
YOU
INVITED
are
DATE:
TIME:
VENUE:
ONLINE:
Thursday, 17 August 2023
11.00am (NZ time)
Link Market Services
Level 30
PwC Tower
15 Customs Street West
Auckland 1010
www.virtualmeeting.co.nz/mfb23

BUSINESS & AGENDA OF meeting
MY FOOD BAG’S 2023 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
2023, 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 Sarah Hindle
That Sarah Hindle, who retires at the annual meeting and is eligible for
re-election, be re-elected as a Director of My Food Bag.
2. Re-election of Jennifer Bunbury
That Jennifer Bunbury, who retires at the annual meeting and is eligible for re-
election, be re-elected as a Director of My Food Bag.
3. Election of Mark Powell
That Mark Powell, who retires at the annual meeting and is eligible for election,
be elected as a Director of My Food Bag.
4. 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.
The Board unanimously supports resolutions 1 to 4 and recommends that you vote in
favour of them at the meeting.
Jon Macdonald has notified the company that he intends to retire as a Director of
My Food Bag in December 2023 and, therefore, has not sought re-election at this
meeting.
Other business
To consider any other matter raised by a shareholder at the meeting.
By order of the Board
Leanne Dekker
18 July 2023
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.
Resolutions 1 to 3: Re-election of Sarah Hindle and Jennifer Bunbury and
election of Mark Powell
Resolution 4: Auditor’s remuneration
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.
Sarah Hindle
Sarah was appointed as a director of My Food Bag in January 2021. She has a broad range of experience in
management and governance across the technology and consumer sectors. Sarah is a strategic consultant to
New Zealand Trade and Enterprise and prior to this she was most recently the founding general manager of
Tech Futures Lab (now AcademyX), where she helped grow New Zealand’s most innovative, tech-led learning
institute. Previously, Sarah was Global Head of Business Delivery for Direct Wines and Manager of Customer
Experience and Digital for KPMG Boxwood in the United Kingdom. Sarah began her career as a solicitor for
Minter Ellison Rudd Watts in New Zealand and is enrolled as a barrister and solicitor of the High Court in New
Zealand. Sarah holds a Bachelor of Arts and Bachelor of Laws from Victoria University of Wellington, along with
an MBA from BI Norwegian Business School of Management.
Jennifer Bunbury (Jen)
Jen was appointed as a director of My Food Bag in January 2021 and is the Chair of the Audit and Risk
Committee. She has an extensive background in financial services, including NZX listings, acquisitions,
mergers and strategic advisory. Jen was a director in the Investment Banking team at Craigs Investment
Partners for nine years, with experience in the horticulture, logistics and energy sectors. Jen’s earlier career
included investor relations roles at BHP and Publicis in Europe, following four years in the Investment
Banking team at ABN Amro in New Zealand. Jen is currently on the board of Oyster Property Group. She is a
member of the NZ Institute of Directors and participated in the Future Directors programme with the board of
agribusiness Scales Corporation. Jen completed a Bachelor of Commerce majoring in finance, graduating with
first-class honours from the University of Canterbury.
Mark Powell
Mark was appointed as a director of My Food Bag by the Board in November 2022. Mark has extensive and
diverse experience having worked in a number of different industries in New Zealand and overseas as part
of his executive and governance career, including retail, property, logistics, food services, financial services,
agriculture and education. Mark moved into governance following a successful executive career, where he
established and led Wal-Mart Canada’s logistics operations, served as the Logistics Operations Director for
Tesco Plc, and spent 13 years at the Warehouse Group, ultimately as Group CEO for five years. Mark is currently
a director of ASX listed JB Hi-Fi and Bapcor, Stihl Australia and one of Australia’s largest private companies,
7-Eleven Australia. Mark graduated from the University of Wales, UK with a Bachelor of Mining Engineering with
honours, before completing a Masters in Logistics at Cranfield and later an MBA at Cardiff Business School, UK.
He is a Chartered Member of the NZ Institute of Directors.
MY FOOD BAG’S 2023 ANNUAL SHAREHOLDERS’ MEETING
EXPLANATORY
notes
As required by NZX Listing Rule 2.7.1, Sarah Hindle, Jennifer Bunbury and Mark Powell each retire and, being eligible,
offer themselves for re-election/election. The Board unanimously recommends that shareholders vote in favour of these
resolutions. Each individual is considered by the Board to be an independent director.
Resolution 3 refers to the election of Mark Powell (rather than a re-election), recognising that Mr Powell was appointed as a
director of My Food Bag by the Board after last year’s annual meeting and therefore stands for election by the shareholders
for the first time at this upcoming annual meeting.

MY FOOD BAG’S 2023 ANNUAL SHAREHOLDERS’ MEETING
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 Tuesday, 15 August 2023. 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/mfb23. If you attend 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 4 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 Meeting which
allows shareholders to vote on the resolutions notified in this
Notice of 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 investorcentre.linkgroup.nz/
voting/mfb . When appointing a proxy online, shareholders
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.

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 Tuesday, 15 August 2023.
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 the 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
market announcement platform and at My Food Bag’s website
following the conclusion of the meeting and finalisation of the
voting results.
IMPORTANT
information

MY FOOD BAG’S 2023 ANNUAL SHAREHOLDERS’ MEETING

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/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 2023 Annual Meeting
The Annual Meeting of the shareholders of My Food Bag Group Limited (My Food Bag or the Company) will be held on Thursday, 17 August 2023
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/mfb23.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 Tuesday, 15 August 2023.
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 investorcentre.linkgroup.nz/voting/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 Thursday, 17 August
2023 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 Sarah Hindle, who retires at the annual meeting and is eligible for re-election, be re-
elected as a Director of My Food Bag.

2. That Jennifer Bunbury, who retires at the annual meeting and is eligible for re-election, be
re-elected as a Director of My Food Bag.

3. That Mark Powell, who retires at the annual meeting and is eligible for election, be elected
as a Director of My Food Bag.

4.
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 investorcentre.linkgroup.nz/voting/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 Tuesday, 15 August 2023. 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: