Annual Shareholders Meeting

NOTICE OF ANNUAL
MEETING
Notice is hereby given that the 2023 annual meeting of shareholders of Cooks Coffee Company Limited
(the Company) will be held on Tuesday, 26 September 2023 starting at 2:00pm at Link Market Services
Offices PwC Tower, Level 30, 15 Customs Street West, Auckland. Shareholder registration opens at
1:30pm.

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 Michael Hutcheson: that Michael Hutcheson, 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 Confirm appointment of Elena Garside: that Elena Garside be elected a director of the
Company in accordance with NZX Listing Rule 2.7.1, following her appointment during the year
by unanimous resolution of the Board.
3 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 2:00pm
on Sunday, 24 September 2023. 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 Michael Hutcheson
Michael Hutcheson retires due to having held office for three years and, being eligible, offers himself
for re-election as Director. The Board considers Mr Hutcheson to be an Independent Director.
Mr Hutcheson co-founded leading advertising agencies Colenso BBDO and Hutcheson Knowles
Marinkovich and culminated his advertising career as Managing Director of Saatchi and Saatchi. He
was also previously a director of a family building company and in the early 1980s set up Replica
Homes, with franchises throughout New Zealand.
In 2003 Mr Hutcheson launched The Lighthouse Ideas Company and in 2008 he and his partners
undertook a management buyout of the Image Centre Group who are publishers, printers and digital
online communications specialists. Mr Hutcheson has written five books and has been a regular
television guest and commentator. He currently writes an innovation column for Idealog magazine, one
of the magazines in his company’s portfolio. In 2012 he was named Business Columnist of the Year in
the Magazine Publisher’s Awards and in 2021 he was inducted into the Marketing Hall of Fame.
Mr Hutcheson has a Master of Philosophy degree (1st Class Hons) – his thesis was on the Alchemy of
Innovation in New Zealand business. He is also a Fellow of the Chartered Institute of Marketing and in
2017 he was appointed an Adjunct Professor at Auckland University of Technology.
The Board unanimously recommends that shareholders vote in favour of Mr Hutcheson’s re-
election as Director. Resolution 2: Confirmation of appointment of Elena Garside
Elena Garside was appointed as a director of the Company by unanimous resolution of the board on
2 November 2022 in accordance with clause 17.5 of the Company’s constitution. Under Listing Rule
2.7.1, Ms Garside retires at the annual meeting but is eligible for election by shareholders.
Ms Garside, who is UK-based, has significant experience in financial and ESG communications with a
focus on advising on current and emerging trends within these fields, including responsible investing,
and sustainable finance.
Her clients have included FTSE 100 and FTSE 250 companies, as well as privately owned businesses
and global corporations. Elena started her career in journalism before becoming a PR consultant with
Bankside Consultants, Hudson Sandler, and New Century Media. Elena is the founder and CEO of
Garside & Garside Limited which consults on ESG, media relations and reputational matters.
Ms Garside holds a degree in journalism from St Petersburg State University and the London College
of Communication. The Board unanimously recommends that Ms Garside’s appointment be confirmed
by election by shareholders
Resolution 3: 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.

---

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, 26 September 2023 at 2:00pm 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 2:00pm Sunday, 24 September 2023. 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 2:00pm on Tuesday 26 September
2023 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 Michael Hutcheson, 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 Elena Garside be elected a director of the Company in accordance with NZX
Listing Rule 2.7.1, following her appointment during the year by unanimous
resolution of the Board.
   
3.
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 2:00pm Sunday, 24 September 2023. 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_______________________________________________2023

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: