My Food Bag Dividend Reinvestment Plan
My Food Bag establishes a Dividend Reinvestment Plan
My Food Bag is pleased to announce that it has established a Dividend Reinvestment
Plan (DRP).
The DRP presents an opportunity for shareholders to reinvest all or part of their
dividends into additional shares in My Food Bag instead of being paid cash. This is a
convenient way for shareholders to increase their investment without incurring
brokerage fees. If any shareholders wish to participate in the DRP, please refer to the
Offer Document accompanying this announcement, including the instructions for
participating in the DRP and the letter from the Chair. This material will also be available
on My Food Bag's investor website.
If shareholders do not wish to participate in the DRP, they do not need to do anything -
they will continue to receive all future dividends in cash, unless and until they decide to
participate in the DRP at a later date.
The DRP will operate for the final dividend in respect of FY25, but the Board has
determined that there will be no discount to the strike price.
End
For investor relations queries:
Louise Newsome
ir@myfoodbag.co.nz
For media queries:
Trish Whitwell
trish.whitwell@myfoodbag.co.nz
---
DIVIDEND
REINVESTMENT
plan
22 May 2025
This is an Offer Document in respect of Shares offered
under the My Food Bag Dividend Reinvestment Plan
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
MY FOOD BAG GROUP LIMITED
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
My Food Bag has established a Dividend Reinvestment Plan which offers you the opportunity to reinvest the net
proceeds of cash dividends payable on some or all of your existing My Food Bag shares in additional fully paid
shares. This document explains how the Plan works.
Participation in the Plan is optional.
This document is important. You should read the whole document before making any decisions.
If you do not understand it or are unsure what you should do, please consult your broker, financial, investment or
other professional adviser.
This Offer Document has been prepared as at 22 May 2025.
CONTENTS
DIVIDEND REINVESTMENT plan
1. Letter from the Chair
2. Key Features
3. Dividend Reinvestment Plan: Terms and Conditions
4. Directory
5. Instructions
6. Participation Notice
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
LETTER FROM THE Chair
Dear Shareholder,
Dividend Reinvestment Plan
We are pleased to announce that My Food Bag has established a Dividend Reinvestment Plan.
This is an opportunity for you to reinvest all or part of your dividends into additional shares in
My Food Bag instead of being paid cash. This is a convenient way for you to increase your investment in My
Food Bag without incurring brokerage fees.
How do I participate?
Participation in the Dividend Reinvestment Plan is entirely optional. You can elect to participate with all or part of
your dividends, and you can start or stop your participation at any time.
If you would like to participate, please login to your portfolio at nz.investorcentre.mpms.mufg.com and select
‘Reinvestment Plans’ from the ‘Payments & Tax’ menu or otherwise complete the enclosed participation notice
and return it to our share registrar, MUFG Corporate Markets.
If you decide not to participate, you don’t need to do anything and you will continue to receive all future
dividends in cash, unless and until you decide at a later date to participate.
What will the share price be?
The price of the shares issued under the Dividend Reinvestment Plan will be based on the volume weighted
average sale price of My Food Bag shares sold on the NZX Main Board over the five trading days commencing
on (and including) the business day before the record date for the relevant dividend (referred to as the ‘Ex
Date’).
From time to time the share price used may be subject to a discount set by the Board. Any discount will be
announced to NZX, typically when a dividend is announced by My Food Bag.
It is also important to note that the Dividend Reinvestment Plan may not operate for all future dividends. This will
be advised by the Board when each dividend is announced.
Please read the information in the booklet carefully, and if you have any questions, please speak to your broker,
financial, investment or other professional adviser.
Yours sincerely
22 May 2025
Chair
Tony Carter
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
KEY features
Shares instead of dividends
The Dividend Reinvestment Plan (the Plan) gives you,
as a holder of ordinary shares in My Food Bag Group
Limited (My Food Bag), the opportunity to reinvest the
net proceeds of cash dividends payable on your My Food
Bag shares in additional fully paid ordinary shares in My
Food Bag. This provides a convenient method for you
to increase your investment in My Food Bag free of any
brokerage fees or other transaction costs.
Eligibility
You are eligible to participate in the Plan if you hold
shares and you have a registered address in New Zealand
or Australia.
Full or Partial Participation
You can choose to participate in the Plan in respect of
some or all of your shares in My Food Bag.
Your participation in the Plan will be effective immediately
upon you making your Participation Election online at
nz.investorcentre.mpms.mufg.com or on receipt by My
Food Bag’s Share Registrar of your Participation Notice,
provided that any such notice received after 5.00pm
on the Business Day immediately following the Record
Date in respect of a dividend will be effective for the next
following Record Date.
Participation in the Plan is optional, and you can join at
any time. If you do not wish to participate in the Plan, you
do not need to do anything. If you do not participate in the
Plan you will receive in cash any dividends paid on all of
your shares in My Food Bag.
Flexible Variation and Withdrawal Arrangements
You can choose to vary your participation in the Plan
or withdraw from the Plan at any time either online at
nz.investorcentre.mpms.mufg.com or by sending a new
Participation Notice to the Share Registrar (in the case
of variation) or a written notice of termination to the
Share Registrar (in the case of withdrawal). Any notice will
take effect on receipt by the Share Registrar, provided that
any such notice received after 5.00pm on the Business
Day immediately following the Record Date in respect of a
dividend will be effective for the next following Record Date.
Issue Price
Shares issued under the Plan will be issued at the Strike
Price. The Strike Price will be calculated as the volume
weighted average sale price for a share in My Food Bag
based on all trades of My Food Bag shares on the NZX Main
Board over a period of five trading days commencing on (and
including) the relevant Ex Date (subject to adjustment by My
Food Bag for any exceptional or unusual circumstances), less
a discount (if any) as determined by the Board. Any discount
will be announced by My Food Bag no later than five trading
days prior to the relevant Record Date.
If you elect to participate in the Plan and you have
Participating Shares, details of your total dividend entitlement
and the number of additional shares in My Food Bag issued
or transferred to you under the Plan will be sent to you
promptly after each dividend payment date.
Shares Rank Equally
Shares issued under the Plan will rank equally in all respects
with each other and with all other shares in My Food Bag on
issue at that date. Shares can be sold or transferred at any
time following allotment.
Further Information
The information above is a summary of the Plan only and
should be read in conjunction with the Terms and Conditions.
In the event of any conflict between this summary of the Plan
and the Terms and Conditions, the Terms and Conditions will
prevail.
If you have any enquiries or require further information
about the Plan, please contact the Share Registrar. Further
information about My Food Bag, can be found on its investor
website at https://investors.myfoodbag.co.nz/Investor-Centre/
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
Dividend Reinvestment Plan
TERMS AND CONDITIONS
1 Introduction
1.1 This Offer Document has been prepared as at 22
May 2025 and contains the terms and conditions
of the My Food Bag Group Limited (My Food Bag)
Dividend Reinvestment Plan (the Plan).
1.2 This Offer Document is issued in compliance with
the exclusion for dividend reinvestment plans
contained in clause 10 of Schedule 1 to the Financial
Markets Conduct Act 2013. No product disclosure
statement is required in respect of the Plan.
1.3 Subject to clauses 3 and 4, the Plan is available to
you if you are the holder of ordinary shares in My
Food Bag.
1.4 Under the Plan, you may elect to reinvest the net
proceeds of cash dividends payable on all or some
of your fully paid ordinary shares in My Food Bag by
acquiring Additional Shares.
1.5 Further information about My Food Bag, can be
found at My Food Bag’s investor website at
https://investors.myfoodbag.co.nz/Investor-Centre/.
2 Available options
2.1 You may elect to participate in the Plan by exercising
one of the following options:
a) Full Participation - If you choose full
participation, the Plan will apply to the net cash
dividends payable from time to time in respect
of all shares in My Food Bag registered in your
name at the relevant Record Date.
b) Partial Participation - If you choose partial
participation, the Plan will only apply to the
net cash dividends payable from time to
time in respect of your nominated number or
percentage of shares registered in your name
at the relevant Record Date. If you nominate
a percentage and this percentage does not
give rise to a whole number of shares then
the number of shares in respect of which
your participation in the Plan will apply will be
rounded down to the nearest whole number. The
Board may specify a minimum percentage for
partial participation.
2.2 If you do not wish to participate in the Plan and instead
wish to receive any dividends payable in respect of
your shares in My Food Bag from time to time in cash,
then you do not need to do anything.
3 Overseas Shareholders
3.1 My Food Bag may, in its absolute discretion, elect
not to offer participation in the Plan to shareholders
whose address is outside New Zealand if My Food Bag
considers that to do so would risk breaching the laws
of any other relevant jurisdiction and it would be unduly
onerous to ensure that the laws of those jurisdictions
are complied with.
3.2 As at the date of this Offer Document, the Board, in
its discretion, has elected not to offer participation
under the Plan to shareholders whose addresses in My
Food Bag’s share register are outside New Zealand or
Australia.
3.3 No action has been taken to permit the offer of the Plan
in any jurisdiction outside New Zealand and Australia.
The distribution of this document in a jurisdiction
outside New Zealand and Australia may be restricted
by law and persons who come into possession of it
(including nominees, trustees or custodians) should
seek advice on and observe any such restrictions.
3.4 If you do not reside in New Zealand or Australia and
you participate in the Plan through a New Zealand or
Australian resident nominee, you will be deemed to
represent and warrant to My Food Bag that you can
lawfully participate in the Plan through your nominee.
My Food Bag accepts no responsibility for determining
whether any person is able to participate in the Plan
under laws applicable outside of New Zealand or any
other jurisdiction in respect of which the Plan is made
available.
4 Exclusion where Liens or Charges over Shares
4.1 If you hold any shares in My Food Bag over which My
Food Bag has a lien or charge, those shares will not be
eligible to participate in the Plan.
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
Dividend Reinvestment Plan
TERMS AND CONDITIONS
5 Participation Election
5.1 To participate in the Plan you must make a
Participation Election in one of the following ways:
a) Online Election - by visiting the website of My
Food Bag’s Share Registrar at nz.investorcentre.
mpms.mufg.com. You will need to login to your
Portfolio to complete your online election.
If you do not have an existing Portfolio, you
can register a Portfolio for free. If you have an
existing Portfolio but have not added your My
Food Bag holding, you can do so by selecting
‘Add Holding’ in your Portfolio. Once you have
logged in, you should click “Payment and
Tax”, then “Reinvestment Plans”, and tick the
applicable box to participate in the Plan. If you
make an online election, you will be required
to confirm that you have read, understood and
complied with the terms and conditions of the
Plan; or
b) Participation Notice - by completing a
Participation Notice in a form provided by My
Food Bag from time to time in accordance with
the instructions on that notice and sending the
completed Participation Notice to My Food Bag’s
Share Registrar at:
Mail:
MUFG Pension and Market Services
PO Box 91976
Auckland 1142
New Zealand
Scan and email:
operations.nz@cm.mpms.mufg.com
or such other person or address as My Food Bag
may determine from time to time.
5.2 You can make your Participation Election at any time
while this Plan is in effect by following the steps in
clause 5.1. Participation Notices can be obtained
from My Food Bag’s Share Registrar at any time.
5.3 The Record Date for determining your entitlement
to Additional Shares under the Plan is the date
fixed by My Food Bag for determining entitlements
to dividends payable on shares in My Food Bag.
To be eligible to participate in the Plan in respect
of a dividend, a properly completed Online Election
or Participation Notice must be received by My Food
Bag’s Share Registrar by no later than 5.00pm on
the Business Day immediately following the relevant
Record Date for that dividend or such later date as may
be set by the Board and advised to the market.
5.4 If your Participation Election does not specify your
degree of participation in the Plan but is otherwise
correctly completed, you will be deemed to have
chosen full participation.
5.5 My Food Bag may accept or reject a Participation
Election that is not properly completed or signed, and
correct any error in, or omission from, a Participation
Election, before acceptance under the Plan.
6 Operation of the Plan
6.1 Each Participant in the Plan is deemed to have
directed My Food Bag to apply the net cash dividend,
if any, that is available for payment in respect of their
Participating Shares at the Record Date as payment
for the Additional Shares to be issued or transferred
under the Plan. The number of Additional Shares will
be determined in accordance with clause 7 of this Offer
Document.
6.2 My Food Bag will, on the day that a Participant
would otherwise have been paid a cash dividend on
Participating Shares of My Food Bag, either issue
new shares or arrange a transfer of existing shares
to the Participant, subject to the rights of termination,
suspension and modification set out in clause 12.
6.3 Additional Shares will, from the date of issue or
transfer, rank equally in all respects with each other
and with all other fully paid ordinary shares in My Food
Bag on issue as at that date. Additional Shares will be
registered in the name of the Participant on My Food
Bag’s share register. Any Additional Shares which
may be issued under the Plan have been accepted for
quotation by NZX and will be quoted on completion of
the allotment process. NZX accepts no responsibility
for any statement in this Offer Document.
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
Dividend Reinvestment Plan
TERMS AND CONDITIONS
7 Additional Share Entitlement
7.1 If you choose to participate in the Plan, the number of
Additional Shares you will be allotted will be calculated
in accordance with the following formula:
Where:
N is the number of Additional Shares you will receive
(with fractional entitlements rounded down to the
nearest whole number).
PS is the number of your Participating Shares in the
Plan registered in your name at the relevant Record
Date.
D is the net proceeds of cash dividends paid per
My Food Bag share by My Food Bag (expressed in
cents and fractions of cents, including any applicable
supplementary dividends in respect of Participating
Shares payable to non-resident shareholders but
excluding any tax credits and after deduction of any
withholding or other taxes, if any).
B is the monetary amount (if any) held to your order
under the Plan in accordance with clause 7.3 below
as a result of rounding down the number of Additional
Shares to be issued to you when the Plan last
operated.
Strike Price is the volume weighted average sale
price in New Zealand dollars (expressed in cents
and fractions of cents) for shares in My Food Bag
calculated on all trades of My Food Bag shares
which take place through the NZX Main Board over
the period of five trading days commencing on (and
including) the relevant Ex Date, less a percentage
discount (if any) determined by the Board in its
absolute discretion. If no sales of My Food Bag shares
occur during those five trading days, then the Strike
Price will be deemed to be the sale price for a My
Food Bag share on the first sale on the NZX Main
Board after such period. The price so determined
pursuant to this clause 7.1 may be varied at the
discretion of the Board as set out in clause 7.2.
7.2 Any Strike Price determined under clause 7.1 may
be reasonably adjusted by the Board to allow for
any bonus issue or dividend or other distribution
expectation. If, in the opinion of the Board, any
exceptional or unusual circumstances (including any
unusual or irregular trades) have artificially affected the
Strike Price so determined, the Board may make such
adjustment to that price as it considers reasonable. The
determination of the Strike Price by the Board will be
binding on all participants in the Plan.
7.3 If the number of Additional Shares to be allotted to you
in accordance with the formula in clause 7.1 includes
a fraction, then the number of Additional Shares you
will receive will be rounded down to the nearest whole
number, and any residual monetary amount arising as
a result of such rounding will be held to your order and
will be applied under the Plan on your behalf the next
time the Plan operates (with that amount comprising
“B” for the purposes of the formula in clause 7.1). If:
(1) the Plan is discontinued; (2) you terminate your
participation in the Plan; or (3) you cease to be a
shareholder of My Food Bag, then any amount which
is being held to your order under this clause 7.3 will be
forfeited and may be retained by My Food Bag.
8 Share Price Information Publicly Available
8.1 My Food Bag will ensure that at the time the Strike
Price is set under clause 7 it will have no information
that is not publicly available that would, or would
be likely to, have a material adverse effect on the
realisable price of the Shares if it was publicly available
(material information). My Food Bag may suspend the
Plan in respect of a dividend in any case where it is not
able to ensure that material information has been made
publicly available by disclosure to the NZX Main Board.
9 Compliance with Laws, Listing Rules and
Constitution
9 .1 The Plan will not operate to the extent that the issue
or transfer of Additional Shares under the Plan would
breach any applicable law, the NZX Main Board Listing
Rules or any provision of My Food Bag’s constitution.
9.2 If, for any reason, My Food Bag cannot allot your
Additional Shares, the relevant dividend on your
Participating Shares will be paid or distributed to you in
the same manner as to shareholders not participating
in the Plan and at the same time as the dividends are
paid to those shareholders. You will not be paid interest
on any such payment.
(PS x D) + B
Strike Price
N =
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
Dividend Reinvestment Plan
TERMS AND CONDITIONS
10 Source of Additional Shares
10.1 Additional Shares may, at the Board’s discretion, be:
a) new fully paid ordinary shares issued by
My Food Bag;
b) existing fully paid ordinary shares in
My Food Bag acquired by My Food Bag or a
nominee or agent of My Food Bag; or
c) any combination of (a) and (b) above.
11 Statements
11.1 If you choose to participate in the Plan, My Food
Bag will in accordance with the NZX Main Board
Listing Rules send a statement to your address
or email address (if you have elected to receive
communications electronically) as set out in My
Food Bag’s share register detailing:
a) the number of your Participating Shares as at the
Record Date;
b) the amount of your cash dividend reinvested
in Additional Shares and the amount paid in
respect of any of your Shares that are not
participating in the Plan (if applicable);
c) the Strike Price and number of Additional Shares
you were allotted under the Plan;
d) the amount of any tax deductions or
withholdings, imputations or other taxation
credits in respect of the cash dividend; and
e) such other matters required by law with respect
to dividends and/or reinvestment
12 Termination, Suspension and Modification
12.1 The Board may, in its sole discretion, at any time:
a) terminate, suspend or modify the Plan. If the
Plan is modified, a Participation Election will be
deemed to be a Participation Election under the
modified Plan unless you withdraw or modify
your Participation Election in accordance with
clause 14;
b) suspend the operation of the Plan so that it will not
apply to the whole or part of any dividend and that
the dividend or the balance of the dividend, as the
case may be, will be paid in cash;
c) determine that in the event of the subdivision,
consolidation or reclassification of the My Food
Bag shares into one or more new classes of shares,
that a Participation Election will be deemed to be
a Participation Election in respect of the shares as
subdivided, consolidated or reclassified unless you
withdraw or modify your Participation Election in
accordance with clause 14;
d) resolve that your Participation Election will cease
to be of any effect, for example, if the Participation
Notice has been incorrectly completed or is unclear
or if the number of Shares you hold is insufficient to
enable participation as requested;
e) determine that shareholders in specific jurisdictions
outside New Zealand and Australia may participate
in the Plan; or
f) determine that Additional Shares may be issued at
a discount to the market price of Shares and the
amount of any such discount.
12.2 No decision by the Board to terminate, suspend or
modify the Plan will give rise to any liability for My Food
Bag or the Board, or any right of action for you against
My Food Bag or the Board.
13 Notice
13.1 Notice of any modification, suspension or termination
under clause 12 will be given via the NZX market
announcement platform prior to the Record Date on
which any modification, suspension or termination will
take effect.
13.2 Notwithstanding clauses 12.1 and 12.2, My Food Bag
may at any time, without the need of any notice:
a) modify, suspend, or terminate the Plan to comply
with any applicable law, the NZX Main Board
Listing Rules, or any provision of My Food Bag’s
constitution; or
b) make minor amendments to the Plan where such
amendments are of an administrative or procedural
nature.
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
Dividend Reinvestment Plan
TERMS AND CONDITIONS
14 Variation or Termination
14.1 You may at any time:
a) increase or decrease your Participating Shares
by submitting a new Participation Election in
accordance with clause 5.1; or
b) terminate your participation in the Plan by written
notice to My Food Bag’s Share Registrar at the
address set out in clause 5.1.
14.2 Such variation or termination will take effect
immediately upon receipt by My Food Bag’s Share
Registrar of the written notice, provided that any
such notice received after 5.00pm on the Business
Day immediately following the Record Date will be
effective for the next following Record Date.
15 Dispositions of My Food Bag shares
15.1 If you dispose of all of your My Food Bag shares,
you will be deemed to have terminated your
participation in the Plan from the date My Food
Bag’s Share Registrar registers a transfer of those
My Food Bag shares.
15.2 If a Participant with full participation disposes of
part of its holding of shares in My Food Bag without
giving the Share Registrar written notice terminating
the Participant’s participation in the Plan, the
Participant will be deemed to have terminated its
participation in the Plan with respect to the My Food
Bag shares disposed of by it from the date My Food
Bag’s Share Register registers a transfer of those
shares.
15.3 If your participation in the Plan is a partial
participation and you dispose of some of your
Participating Shares, then, unless you otherwise
notify My Food Bag:
a) if you have nominated a percentage of your
shares in My Food Bag that participate in the
Plan, then that percentage will remain the same
but will only apply to the My Food Bag shares
registered in your name; or
b) if you nominated a number of My Food Bag
shares that participate in the Plan, then: (i) the
My Food Bag shares disposed of will be Non-
Participating Shares; and (ii) if the number of My
Food Bag shares disposed of is greater than the
number of the your Non-Participating Shares then
the balance will be attributed to your My Food Bag
shares participating in the Plan.
16 Death of Participant
16.1 If a Participant dies, participation by that Participant
will cease upon receipt by My Food Bag of a notice
of death of the Participant. The death of one of two or
more joint Participants will not automatically terminate
participation in the Plan.
17 Taxation
17.1 As at the date of this Offer Document for New Zealand
income tax purposes, shareholders who reinvest
the net cash proceeds of their cash dividends in the
acquisition of Additional Shares should be treated
in the same way with respect to their dividends as if
they had not reinvested. This means that, prima facie,
shareholders will continue to derive dividend income
of the same amount they would have derived had they
not participated in the Plan.
17.2 The taxation summary above is based on New Zealand
taxation laws as at the date of this Offer Document and
is, of necessity, general and is subject to a change in
applicable taxation laws. It does not take into account
your individual circumstances and the specific tax
consequences of your participation or non-participation
in the Plan, which may vary considerably, particularly
for any Participants who are not a New Zealand tax
resident. You should not rely on this general summary
and whether you are resident in New Zealand or
any jurisdiction outside New Zealand. My Food Bag
recommends that you seek your own professional
tax advice with respect to the tax implications of
participation in the Plan. My Food Bag does not accept
any responsibility for the financial or taxation effects of
your participation or non-participation in the Plan.
17.3 None of My Food Bag, its directors or officers,
employees or agents:
a) take any responsibility or assume any liability for,
or as a consequence of, the tax liabilities of any
person in connection with the Plan; or
b) represent or warrant that any person will gain any
taxation advantage, or will not incur a taxation
liability or disadvantage, as a result of participation
in the Plan.
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
Dividend Reinvestment Plan
TERMS AND CONDITIONS
18 Information for Australian Shareholders
18.1 The offer of shares under the Plan to a Participant
resident in Australia does not require the
preparation of a disclosure document in accordance
with an exemption under section 708 of the
Corporations Act 2001 (Cth). Accordingly, this Offer
Document is not a disclosure document under the
Corporations Act 2001 (Cth) and it will not be lodged
with ASIC. Any on-sale of any shares acquired
under the Plan by a Participant resident in Australia
within 12 months of their issue is also exempt under
applicable Australian law.
18.2 Australian resident shareholders should note that
this Offer Document does not take into account your
personal objectives, financial situation or needs.
My Food Bag is not licensed to provide financial
product advice in relation to the shares offered
under the Plan and you should consider obtaining
your own financial product advice in relation to the
offer from a person licensed by ASIC to provide
such advice. There is no cooling-off regime that
applies in respect of your acquisition of shares
offered under the Plan.
19 Costs
19.1 You will not be charged for participation or
withdrawal from the Plan. You will not incur any
brokerage fees, commissions or other transaction
costs on the allotment of your Additional Shares.
20 Listing Rules
20.1 The Plan is subject to the NZX Main Board Listing
Rules and to any rules for clearing and/or settlement
which apply to the NZX Main Board from time to
time (together the Rules) and in the event of any
inconsistency between the Plan and the Rules, the
Rules will apply.
21 Governing Law
21.1 The Plan and its operation will be governed by the
laws of New Zealand.
22 Other Information
22.1 You can download an electronic copy of My Food
Bag’s most recent annual report and My Food
Bag’s most recent audited financial statements
and auditor’s report from My Food Bag’s investor
website at
https://investors.myfoodbag.co.nz/Investor-Centre/.
22.2 Alternatively, you can request a copy of these
documents free of charge by writing to My Food Bag
at the address specified in the Directory to this Offer
Document.
23 Definitions
Additional Shares means the fully paid shares in My Food
Bag to be issued or transferred to you pursuant to the
Plan.
Board means My Food Bag’s board of directors.
Business Day means a time between 8.30am and 5.00pm
on a day on which NZX is open for trading.
Ex-Date means, in relation to a dividend, the first Business
Day before the relevant Record Date for that dividend,
unless NZX determines otherwise.
My Food Bag means My Food Bag Group Limited.
My Food Bag shares means fully paid ordinary shares in
My Food Bag Group Limited.
NZX means NZX Limited.
NZX Main Board means the main board equity security
market operated by NZX Limited.
Offer Document means this document which sets out the
terms and conditions of the Plan pursuant to the Financial
Markets Conduct Act 2013 and the Financial Markets
Conduct Regulations 2014.
Participating Shares means the My Food Bag shares held
by you on a Record Date in respect of which you have
made a valid Participation Election.
Participation Election means your chosen participation in
the Plan, made in one of the ways specified in clause 5.1 of
this Offer Document.
Participation Notice means the form of participation
notice provided by My Food Bag from time to time.
Plan means My Food Bag’s Dividend Reinvestment Plan
established by the Board on the terms and conditions set
out in this Offer Document, as amended from time to time.
Record Date means the date and time fixed by My Food
Bag for determining entitlements to dividends payable on
shares.
Share Registrar means MUFG Corporate Markets, a
division of MUFG Pension and Market Services.
Strike Price means the price at which Additional Shares
will be issued or transferred to you, calculated in
accordance with clause 7 of this Offer Document.
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
DIRECTORY
Issuer
My Food Bag Group Limited
Level 3, 56 Parnell Road
Parnell
Auckland 1052
New Zealand
Phone: +64 9 8869840
Email: ir@myfoodbag.co.nz
Website: www.myfoodbag.co.nz
Share Registrar
MUFG Corporate Markets
A division of MUFG Pension and Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Phone: +64 9 375 5998
Email: myfoodbag@cm.mpms.mufg.com
Legal Advisor
Russell McVeagh
Level 30, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Website: www.russellmcveagh.com
MY FOOD BAG GROUP LIMITED DIVIDEND REINVESTMENT PLAN
INSTRUCTIONS
Instructions
You may make your Participation Election, or vary
an existing Participation Election, online by visiting
nz.investorcentre.mpms.mufg.com, instead of
completing this Participation Notice (refer to clause
5.1 of the Offer Document for further details).
Before completing this Participation Notice, carefully
read the Terms and Conditions contained in the
Offer Document. If you do not understand the Terms
and Conditions, this Participation Notice or if you
have any questions about what to do in relation
to the Plan, please consult your broker, financial,
investment or other professional advisor.
Your Details
You should enter the name of the shareholder who
wishes to participate in the Plan as recorded in
My Food Bag’s share register. For example, if you
are a joint shareholder, you should enter the name
of all joint shareholders or, if you are applying on
behalf of a company, you should enter the name of
that company. You must also enter the registered
address and CSN for the relevant shareholder. In
some cases, the form you receive may already
be personalised, in which case you will only need
to complete those details which have not been
personalised (such as your Participation Election).
Participation
• Choose full participation or partial participation in
the Plan by ticking the corresponding box.
• If you choose partial participation in the Plan,
you must also state the number or percentage
of your shares in My Food Bag that you wish to
participate in the Plan.
• Make one application only, whether personally
or through a custodian or other nominee
shareholder.
Certification
You confirm that you wish to apply for the amount
of your My Food Bag Shares indicated in the
Participation Notice to participate in the Plan, and
agree that:
• By applying for participation in the Plan, you
acknowledge that you have received the Offer
Document, and confirm that you have read this
Participation Notice and the Offer Document. You
irrevocably and unconditionally agree to the Terms
and Conditions contained in the Office Document.
• If you are not applying through a New Zealand or
Australian resident nominee, you certify that:
ºyou currently hold Shares; and
ºeither: (1) you are resident in New Zealand and
your registered address is in New Zealand; or
(2) your registered address is in Australia.
• If you are applying through a New Zealand or
Australian resident nominee, you represent and
warrant to My Food Bag that you can lawfully
participate in the Plan through your nominee and you
currently hold shares in My Food Bag through your
nominee.
Execution
You should sign this Participation Notice where indicated.
Contact Details
Fill in your daytime telephone number and contact name,
as we may need to contact you, for example, if you have
not filled in this Participation Notice correctly.
Once complete, you should return your Participation
Notice to My Food Bag’s Share Registrar in one of the
following manners:
Mail:
MUFG Pension and Market Services,
PO Box 91976,
Auckland 1142,
New Zealand
Scan and email:
operations.nz@cm.mpms.mufg.com
PARTICIPATION NOTICE
The Dividend Reinvestment Plan Offer Document which this Participation Notice accompanies is important. Terms used in this Participation Notice have the
meaning given to them in the Offer Document. If you have any questions in relation to the Plan, please consult your broker, financial, tax, investment or other
professional advisor. Please see instructions on page 12 of the Offer Document on how to complete this Participation Notice and where to send it. My Food
Bag offers its shareholders the ability to participate in the Plan on the terms set out in the Offer Document dated 22 May 2025. If you wish to participate in the
Plan or to vary your participation in the Plan, you should make a Participation Election by completing this form and sending it to My Food Bag’s Share Registrar.
Alternatively, you may make your Participation Election, or vary an existing Participation Election, online by logging into your portfolio at nz.investorcentre.mpms.
mufg.com (refer to clause 5.1 of the Offer Document for further details). By completing this Participation Notice and sending it to My Food Bag’s Share Registrar
you acknowledge and agree that such participation will apply to all future dividends paid by My Food Bag to which the Plan relates until your Participation
Election is either varied or withdrawn in accordance with the terms of the Plan.
MY FOOD BAG GROUP LIMITED – DIVIDEND REINVESTMENT PLAN
YOU SHOULD NOT COMPLETE THIS FORM IF YOU WISH TO RECEIVE ALL OF YOUR
DIVIDENDS IN CASH
Shareholder Name:
Shareholder Address:
CSN/ Shareholder Number:
(Please provide the exact registered name(s) that your My Food Bag shares are held in)
(You must supply your CSN/Holder Number)
Holder/Director/Authorised Person
(Please provide your contact details below):
Holder/Director/Authorised PersonHolder/Director/Authorised Person
I wish to participate in the Plan and request:
☐ Option 1: Full Participation (including any future My Food Bag shares acquired)
OR
☐ Option 2: Partial Participation (if you select Option2 please populate one of the following options):
State number of My Food Bag shares to participate in Plan:
OR
State percentage of My Food Bag shares to participate in Plan:
%
Certification:
By accepting this offer and participating in the Plan, you are agreeing to the Terms and Conditions set out in
the Offer Document and you are providing the certification set out in the instructions for completing this form,
under the heading “Certification”. Read that section carefully.
* If a joint holding all holders must sign.
* If a company is signing, it must be signed on behalf of the company by a person duly authorised for that purpose.
* lf this Participation Notice is signed under a power of attorney, a certificate of non-revocation of power of attorney in the usual form must also be submitted
with this Participation Notice.
Participation in the Plan will commence on receipt by the My Food Bag Share Registrar of your Participation Notice, provided that any such notice received
after 5.00pm (New Zealand time) on the Business Day immediately following a Record Date will be effective for the next following Record Date. Your
participation in the Plan will continue to apply until you vary or terminate it by written notice in accordance with the Terms and Conditions of the Plan.
Execution:
Contact Details:
Date:
Mobile or daytime telephone numberContact Name
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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