Notice of Meeting

NOTICE
11.00am, Wednesday, 13 August 2025
MUFG Pension & Market Services
Level 30 | PwC Tower
15 Customs Street West | Auckland 1010
MY FOOD BAG’S 2025 ANNUAL SHAREHOLDERS’ MEETING
MEETING
of

MY FOOD BAG’S 2025 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 Wednesday, 13 August 2025 at 11:00am (NZ time) at the
offices of our share registrar, MUFG Pension & Market Services in Auckland. My Food
Bag is also enabling a virtual shareholder meeting option for you via the virtual meeting
platform at www.virtualmeeting.co.nz/mfb25.
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
MUFG Pension & 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:
Wednesday, 13 August 2025
11.00am (NZ time)
MUFG Pension & Market Services
Level 30
PwC Tower
15 Customs Street West
Auckland 1010
www.virtualmeeting.co.nz/mfb25

BUSINESS & AGENDA of meeting
MY FOOD BAG’S 2025 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 2025,
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 Tony Carter
That Tony Carter, 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 Cecilia Robinson
That Cecila Robinson, who retires at the annual meeting and is eligible for re-
election, be re-elected as a Director of My Food Bag.
3. 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 3 and recommends that you vote in
favour of them at the meeting.
Other business
To consider any other matter raised by a shareholder at the meeting.
By order of the Board
14 July 2025
Chief Financial Officer
A.
B.
C.
D.
E.
Louise Newsome

Resolutions 1 and 2:
Re-election of Tony Carter and Cecilia Robinson
Resolution 3: Auditor’s remuneration
MY FOOD BAG’S 2025 ANNUAL SHAREHOLDERS’ MEETING
EXPLANATORY
notes
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.
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.
As required by NZX Listing Rule 2.7.1, Tony Carter (Chair) and Cecilia Robinson each retire and, being eligible,
offer themselves for re-election. The Board unanimously recommends that shareholders vote in favour of these
resolutions. Tony Carter is considered by the Board to be an independent director. The Board has determined
that Cecilia Robinson remains a non-independent director having had regard to the non-exhaustive factors set
out in the NZX Corporate Governance Code and Cecilia’s long association with My Food Bag, including as co-
founder. A brief biography for each Director follows.
Tony Carter
Tony joined the Board of My Food Bag in January 2021 and was appointed Chair at that time.
He has a broad range of experience in governance across the consumer, industrial services,
infrastructure and energy sectors. Tony moved into governance following a successful
executive career, where he served as Chief Executive and Managing Director at Foodstuffs
for 10 years. Tony is currently Chair of Datacom, TR Group, The Interiors Group and the Skin
Institute and also sits on the board of Ravensdown and The Warehouse Group. He was
formerly Chair of Air New Zealand for six years, Chair of Fisher & Paykel Healthcare for eight
years, a director of Fletcher Building for nine years and a director of ANZ Bank New Zealand
for 10 years.
Tony graduated from the University of Canterbury with a Bachelor of Engineering with honours,
before completing a Masters of Philosophy at Loughborough University of Technology in the
United Kingdom. In 2020, Tony was made a Companion of the New Zealand Order of Merit for
services to business governance.
Cecilia Robinson
Cecilia co-founded My Food Bag in 2012, was co-CEO until mid-2018 and served as a director
of the company prior to its public listing in 2021. Cecilia has significant institutional knowledge
about My Food Bag. Her entrepreneurial background and innovative drive complement the
existing skills on the Board, and have helped support My Food Bag through a challenging
period and see the business return to growth. Cecilia is also the founder and co-CEO of Tend
Health and is a member of the Institute of Directors, a board member of Pie Funds, and a board
member and founding trustee of the Prince’s Trust Aotearoa, New Zealand.
Cecilia has been recognised for her contributions to business and entrepreneurship with
several awards, most recently as the New Zealand Innovator of the Year 2024, Supreme
Winner of the 2017 Women of Influence Awards, Next Magazine Businesswoman of the year
2014 and EY Young Entrepreneur of the Year 2013.

MY FOOD BAG’S 2025 ANNUAL SHAREHOLDERS’ MEETING
IMPORTANT
information
Persons entitled to vote
Voting on the resolutions at the meeting will be by poll. Voting
entitlements for the meeting will be fixed at 11:00am (New
Zealand time) on Monday, 11 August 2025. 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/mfb25. 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 Meeting Guide,
which you can obtain online at https://mail.cm.mpms.mufg.com/
MUFG/MUFG_VirtualMeetingGuide.pdf
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 Sky Lobby via the entry on Customs Street West,
please select the lift to Level 30 to access the meeting venue
at MUFG Pension & Market Services 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 the resolutions 1 to 3 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
MUFG Pension & 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 MUFG Pension &
Market Services by email or mail as set out in the proxy form.
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting https://nz.investorcentre.
mpms.mufg.com/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 MUFG Pension & Market
Services, or complete the online appointment, by no later than
11:00am on Monday, 11 August 2025.
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 by 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.

MY FOOD BAG’S 2025 ANNUAL SHAREHOLDERS’ MEETING

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/mfb
Scan & email:
meetings.nz@cm.mpms.mufg.com
Mail:
+64 9 375 5990 Use the reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & 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@cm.mpms.mufg.com

Proxy Form/Admission Card for the My Food Bag Group Limited 2025 Annual Meeting
The Annual Meeting of the shareholders of My Food Bag Group Limited (My Food Bag or the Company) will be held on Wednesday, 13 August 2025
commencing at 11.00am (NZ time) at the offices of MUFG Pension & Market Services in Auckland (Level 30, PwC Tower, 15 Customs Street West,
Auckland) and virtually via the virtual meeting platform at www.virtualmeeting.co.nz/mfb25. 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 registrar, MUFG Pension & Market Services, by no later than 11:00am (NZ time) on Monday, 11 August 2025.

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 MUFG
Pension & 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 https://nz.investorcentre.mpms.mufg.com/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 Wednesday, 13 August
2025 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 Tony Carter, who retires at the annual meeting and is eligible for re-election, be re-
elected as a Director of My Food Bag.
   
2. That Cecilia Robinson, who retires at the annual meeting and is eligible for re-election, be
re-elected as a Director of My Food Bag.
   
3. 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 https://nz.investorcentre.mpms.mufg.com/voting/mfb and complete the online
validation process or complete the question section below and return this form to MUFG Pension & Market Services. Questions will need to be
submitted by 11.00am (NZ time) on Monday, 11 August 2025. 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 2 Shareholder 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: