My Food Bag : Notice of Meeting and Proxy Form

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personal	MY FOOD BAG 'S 2022 ANNUAL SHAREHOLDERS' MEETING
Notice of
For	Meeting

11:00am, Friday 19 August 2022

Link Market Services

Level 30 | PWC Tower

15 Customs Street West | Auckland 1010

www.virtualmeeting.co.nz/mfb22

M Y F O O D B A G ' S 2 0 2 2 A N N U A L S H A R E H O L D E R S ' M E E T I N G

For personal use only

You're

Invited

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 Friday, 19 August 2022 at 11:00am (NZ time) (9.00am AEST) 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/mfb22.

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 are outlined in the "Important Information" section of this Notice of Meeting.

Date: Friday, 19 August 2022

Time: 11:00am (NZ time)

Venue: Link Market Services

Level 30 | PWC Tower

15 Customs Street West | Auckland 1010

If you intend to attend the meeting in person, we kindly ask that you inform us at [e-mail]. 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.

M Y F O O D B A G ' S 2 0 2 2 A N N U A L S H A R E H O L D E R S ' M E E T I N G

For personal use only

BUSINESS AND AGENDA OF MEETING

1. Chairperson's address
2. CEO's update
3. Financial statements
   To receive and consider the Annual Report for the financial year ended 31 March 2022, including the financial statements and the auditor's report.
4. Ordinary resolutions
   To consider and, if thought fit, to pass the following ordinary resolutions at the meeting:
5. 1. Re-electionof 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. Election of Cecilia Robinson
      That Cecilia Robinson, who has been nominated and is eligible for election, be 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.

After serving six years on the Board, Chris Marshall is retiring as a Director of My Food Bag at the meeting and is not seeking re-election.

The Board unanimously supports resolutions 1 to 3 and recommends that you vote in favour of them at the meeting.

1. Other business

By order of the Board

Mark Winter

Chief Financial Officer

20 July 2022

EXPLANATORY NOTES

For personal use only

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.

Resolution 1: Re-election of Tony Carter

Tony Carter retires and being eligible offers himself for re-election. This decision to retire before being required to do so under NZX Listing Rule 2.7.1 has been made for continuity purposes to stagger the appointment of Directors to avoid a scenario where a majority of the Directors are required to retire at the same meeting next year. The Board unanimously recommends that shareholders vote in favour of the re-election of Tony Carter. He is considered by the Board to be an independent director.

	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 Vector. 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
TONY CARTER	United Kingdom. In 2020, Tony was made a Companion of the New Zealand Order of Merit for
services to business governance.

Resolution 2: Election of Cecilia Robinson

The Board has nominated Cecilia Robinson to be a Director of My Food Bag. This nomination was made by the Directors, collectively, in their capacity as shareholders of My Food Bag under NZX Listing Rule 2.3.1. Cecilia has accepted that nomination, and the Board unanimously recommends that shareholders vote in favour of her election at the Annual Meeting. If elected, the Board has determined that at this time Cecilia would be a non-independent director of My Food Bag 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.

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 would also complement the existing skills on the Board, and help support My Food Bag through its next exciting chapter of 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 ROBINSON

Resolution 3: 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.

M Y F O O D B A G ' S 2 0 2 2 A N N U A L S H A R E H O L D E R S ' M E E T I N G

	Important
		Information
		PERSONS ENTITLED TO VOTE	If a shareholder has appointed a proxy, that shareholder can still
onlyVoting on the resolutions at the meeting will be by poll. Voting	attend the meeting, but they will not be able to vote if a proxy has been
appointed to vote on their behalf.
use	entitlements for the meeting will be fixed at 5:00pm (New Zealand
time) on Wednesday, 17 August 2022. Only persons registered as	PROXY FORMS
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.	A proxy form is enclosed with this Notice of Annual Meeting which
HOW TO ATTEND THE MEETING	allows shareholders to vote on the resolutions notified in this Notice of
Annual Meeting and to submit questions in advance of the meeting.
Shareholders can attend the meeting and vote at the physical venue or	Shareholders that wish to appoint a proxy should complete the
virtually through the Virtual Meeting Platform at www.virtualmeeting.
enclosed proxy form and return it to Link Market Services Limited by
co.nz/mfb22. If you are attending the meeting virtually, you will still
email or mail as set out in the proxy form. Alternatively, shareholders
be able to watch the meeting, vote and ask questions online using your
personal
can elect to lodge their proxy appointment online by visiting vote.
smartphone, tablet or computer. It will be your responsibility to make
linkmarketservices.com/MFB. When appointing a proxy online,
sure that you have a stable internet connection that will enable you to
shareholders on the New Zealand register will be required to enter their
utilise this option. More information regarding virtual attendance at
CSN or Holder Number and Authorisation Code (FIN) to complete
the Annual Meeting (including how to vote and ask questions virtually
the online validation process to securely appoint a proxy online.
during the meeting) is available in the Virtual Annual Meeting Online
Shareholders on the Australian register will be required to enter their
Portal Guide, which you can obtain online from Link Market Services.
Holder Number and postcode or country of residence to complete the
DIRECTIONS	online validation process to securely appoint a proxy online.
The venue for the meeting is located in the PwC Tower which is part of	If you wish to vote by proxy (or corporate representative), please
the Commercial Bay precinct in the Auckland CBD. On arrival in the	return your proxy form to Link Market Services, or complete the online
SkyLobby via the entry on Customs Street West, please select the lift to	appointment, by no later than 11:00am on Wednesday, 17 August
Level 30 to access the meeting venue at Link's offices. The building is	2022.
easily accessed from Britomart and the ferry terminal if you are arriving
on public transport. There are also public carparking options available,	If you are attending the meeting in person, please bring the proxy
including the Downtown carpark (closest) and Britomart carpark (short	form with you to the meeting, as the barcode will assist us with your
walk).	registration prior to the meeting.
PROXIES AND CORPORATE REPRESENTATIVES	SHAREHOLDER QUESTIONS
Any shareholder of My Food Bag who is entitled to attend and vote at	Following the conclusion of formal business, there will be an
the Annual Meeting may appoint a proxy (or a representative in the	opportunity for shareholders at the meeting to ask questions. To
		case of a corporate shareholder) to attend the meeting and vote on	encourage shareholder participation, we also invite those unable to
		their behalf. A proxy need not be a shareholder of My Food Bag.	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
		If you appoint a proxy, you may either direct your proxy how to vote	proxy form. My Food Bag's external auditor, EY, will also be available
		for you, or you may give the proxy discretion to vote as he or she sees	at meeting to answer questions from shareholders relevant to the
		fit. If you wish to give your proxy discretion, then you should make the	external audit.
		appropriate election, either on the proxy form or online, to grant your
		proxy that discretion. You will be deemed to have given your proxy	OTHER MATERIALS AND RESULTS
Fordiscretion if you do not make an election in relation to any resolution	Copies of the Annual Meeting presentation materials will be published
		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	and available online shortly before the meeting begins. Results of the
voting will be posted on the NZX and ASX market announcement
appoint the Chair of the meeting as your proxy and do not direct him
platforms and at My Food Bag's website following the conclusion of the
how to vote (or grant him discretion) in the proxy form, the Chair will
meeting and finalisation of the voting results.
vote in favour of 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 Link Market
Services), the Chair of the meeting will be your proxy and may only
vote in accordance with your express direction.