Annual Meeting Notice of Meeting – 10th September 2024

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

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

Scan this QR code with your smartphone and vote online



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+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, 10 September 2024 at 10am at
MUFG Corporate Markets (formerly Link Market Services) Offices, PwC Tower, Level 30, 15 Customs Street West, Auckland. If you wish to
attend, please bring this Proxy Form/Admission Card with you to the Meeting to assist with your registration.

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 MUFG Corporate Markets (formerly Link Market Services) (the share registry), no later than 10am Sunday, 8 September 2024. You
can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkgroup.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.linkgroup.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 10am on Tuesday, 10 September
2024 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 Gareth Lloyd Jones be elected a director of the Company in accordance with
NZX Listing Rule 2.7.1, following his appointment during the year by unanimous
resolution of the Board.
   
2.
That Gordon Robinson be elected a director of the Company in accordance with
NZX Listing Rule 2.7.1, following his appointment during the year by unanimous
resolution of the Board.
   
3.
That Graeme Keith Jackson, 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 Board is authorised to appoint the Auditor and to fix the remuneration of
the Auditor for the coming financial year.

   

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.linkgroup.nz/voting/CCC and completing
the online validation process or complete the question section below and return to MUFG Corporate Markets 9formerly Link Market Services).
Questions will need to be submitted by 10am Sunday, 8 September 2024. 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_______________________________________________2024

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:

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NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2024 annual meeting of shareholders of Cooks Coffee Company
Limited (the Company) will be held on Tuesday, 10 September 2024 starting at 10:00am at
MUFG Corporate Markets (formerly Link Market Services) Offices, PwC Tower, Level 30, 15
Customs Street West, Auckland. Shareholder registration opens at 9:30am.
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. Confirm appointment of Gareth Lloyd-Jones: that Gareth Lloyd-Jones be elected a
director of the Company in accordance with NZX Listing Rule 2.7.1, following his
appointment during the year by unanimous resolution of the Board.
2. Confirm appointment of Gordon Robinson: that Gordon Robinson be elected a director
of the Company in accordance with NZX Listing Rule 2.7.1, following his appointment
during the year by unanimous resolution of the Board.
3. Confirm appointment of Graeme Keith Jackson: that Graeme Keith Jackson, 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. Auditors: that the Board is authorised to appoint the Auditor and to fix the remuneration
of the Auditor for the coming financial year.
5. 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/- MUFG Corporate Markets, PwC Tower Level 30,
15 Customs Street West, Auckland 1010 By mail: Cooks Coffee Company Limited C/- MUFG
Corporate Markets, 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 MUFG Corporate Markets
(formerly Link Market Services) website at https://investorcentre.linkgroup.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
10:00am on Sunday, 8 September 2024. 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 - Confirmation of appointment of Gareth Lloyd-Jones
Mr. Lloyd-Jones is a seasoned professional with over 22 years of experience in the leisure sector.
His career began with Tie Rack in 1985, where he quickly became the youngest franchisee and
expanded his network to 14 Central London shops within a year. During his time at Tie Rack, he
met city advisors who introduced him to Howard Schultz of Starbucks. He then co-purchased
and rebranded two London coffee shops as Madisons Coffee, growing the business to 45
locations across the UK. Madisons Coffee was listed on the AIM stock market and included
brands such as Richoux Coffee and Restaurants and Rendezvous Coffee shops, which sold to
Starbucks Coffee and Out of Town Restaurants. Gareth then went onto build a chain of five
gastro pubs and four individual restaurants, which were subsequently sold into the trade.
Currently, he co-runs the High Road Restaurant Group, which operates nine Argentinian
steakhouses and four Thai restaurants, supported by private equity investment.
Additional information on Gareth Lloyd-Jones
Mr Lloyd-Jones currently holds the following directorships:
• Argentine Steakhouse (Bidco) Limited
• Buenasado (Reading) Limited
• High Road Restaurants Group Bidco Limited
• The Thai Tapas Group Ltd
• Koh (Uk) Limited
• High Road Restaurants Group Holdco Limited
Additionally, he has held the following directorships in the past five years:
Ben’s Pub Company Limited

The Board unanimously recommends that Mr Lloyd-Jones’s appointment be confirmed by
election by shareholders
Resolution 2 - Confirmation of appointment of Gordon Robinson
Mr. Robinson is a highly experienced consultant specialising in Debt Advisory and Finance
Brokering, with a distinguished banking career spanning over 38 years. He has a very broad
business-sectors coverage in Corporate Governance (within finance) including quality Retail
and also Food & Beverage businesses. He also has expertise in Real Estate Finance including
both development and investment-led projects. Throughout his career, which began with
NatWest Bank in the 1980s, he has held various senior positions, established successful
lending operations, and led business development teams. His extensive background
encompasses setting up and managing lending operations, serving on credit committees, and
holding senior front-line Director roles with multiple lenders.
Mr Robinson currently holds the following directorships:
• Vector Capital PLC
• KCR Residential Reit PLC
• Sterling Bapc Ltd
The Board unanimously recommends that Mr Robinson’s appointment be confirmed by election
by shareholders.
Resolution 3 – Confirmation of appointment of Graeme Keith Jackson
Mr. Jackson 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 that Mr. Jackson is an Independent
Director given that he is both a substantial shareholder and an executive of the Company.
Mr. Jackson is the current Executive Chairman of the Board. He founded Cooks Food Group,
now Cooks Coffee Company, in 2008 via a merger of four companies.
He has an extensive background in management and governance with particular emphasis on
the food and dairy industries. Mr. Jackson was CEO of Tegel Foods for 16 years form 1980 to
1996, Deputy Chairman of Ernest Adams from 1998 to 2000 and Managing Director of
Independent Dairy Producers.
The Board unanimously recommends that shareholders vote in favour of Mr. Jackson’s re-
election as Director.
Resolution 4 – Appoint Auditor and Auditor Remuneration
Under section 207T of the Companies Act 1993, an auditor of a company is automatically
reappointed at the annual meeting of the company unless the company passes a resolution at
the meeting appointing another person to replace him or her as auditor. The current Auditors of
the Company are William Buck. William Buck has been Auditor of the Company for 5 years and
the Board has determined that it is now appropriate to review its tenure. The Board is seeking
shareholder approval to go out to tender to seek to appoint a new Auditor.
Under section 207S of the Companies Act 1993, the fees and expenses of the Auditor are to be
fixed in such manner as the Company determines at the annual meeting of shareholders. The

Board proposes that the Auditor’s fees and expenses for the coming financial year be fixed by
the Directors.
The Board unanimously recommends that the shareholders authorise the Board to go to tender
and determine the Auditor for financial year 2025 and to fix the fees and expenses of the Auditor.
All Resolutions Interdependent
None of Resolutions 1 to 4 are dependent on the shareholders voting in favour of one or other:
• Resolution 1 will pass even if shareholders do not vote in favour of Resolutions 2, 3
and/or 4.
• Resolution 2 will pass even if shareholders do not vote in favour of Resolutions 1, 3
and/or 4.
• Resolution 3 will pass even if shareholders do not vote in favour of Resolutions 1, 2
and/or 4.
• Resolution 4 will pass even if shareholders do not vote in favour of Resolutions 1, 2
and/or 3.