My Food Bag : Employee share schemes - Issue of rights

For personal use only

My Food Bag Group Limited

30 June 2022

NZX/ASX Code: MFB

MY FOOD BAG GROUP LIMITED - EMPLOYEE SHARE OWNERSHIP AND INCENTIVE SCHEMES

As noted in My Food Bag's recent annual report, as part of the employee remuneration review undertaken in 2021, the Board has recently established two new incentive schemes, discussed below. These incentives will form an important part of My Food Bag's overall employment proposition going forward, and they are aligned to My Food Bag's strategy to attract, reward and retain high calibre employees committed to My Food Bag's long term success.

Long term incentive plan

The Board has established a new long term incentive plan. This LTI will operate as a performance share rights scheme, similar in nature to the schemes operated by many other listed issuers in New Zealand. The employees invited to participate in the LTI will include the members of the Senior Leadership Team, as well as certain other senior employees of the business based on job grading.

The Board has issued the first tranche of performance rights under the LTI to eligible employees. In total, 1,820,518 performance rights were issued based on a share price of $0.887. The share price used to calculate the number of performance rights to be issued was determined objectively, based on the volume weighted average share price of My Food Bag's shares over the 10 business day period following the recent release of My Food Bag FY22 results.

With the exception of the CEO, the conditions attaching to the performance rights comprise retention over the vesting period of two years and (as to 50% of the performance rights issued to each eligible employee) the achievement of a performance hurdle measured by reference to My Food Bag's relative total shareholder returns over that vesting period. The value of each grant has been determined by reference to each eligible employee's base salary.

The grant made to the CEO, Kevin Bowler, is more bespoke. Mr Bowler has been issued 624,013 performance rights, which in value terms equates to 100% of Mr Bowler's base salary. This is larger (in proportionate terms) than the grants made to the other participating senior employees but reflects the important role of the CEO in delivering My Food Bag's strategy and the fact that Mr Bowler will not receive a further grant next year during the current two year vesting period. Mr Bowler's performance rights are also entirely performance based, with 50% of his performance rights based on the relative TSR hurdle and 50% on an absolute EPS (earnings per share) hurdle.

Employee share ownership scheme

The Board also identified an opportunity to establish a more inclusive employee share ownership scheme for all permanent employees (other than those participating in the LTI) working at least 30 hours per week. This scheme operates in a similar manner to the LTI, albeit the vesting of the share rights is entirely dependent on retention over the vesting period of two years.

In total, 385,548 share rights have now been issued to eligible employees who accepted the offer made to them. The value of each grant made to eligible employees was $3,000 (being 3,382 share rights based on the share price of $0.887).

Capital change notices reflecting these grants accompany this announcement.

My Food Bag Group Limited

NZCN 6113607

ARBN 646 807 301

My Food Bag Group Limited

For personal use only

Authorised by:

Board of Directors of My Food Bag Group Limited

Ends

For investor or analyst queries, please contact: Mark Winter

[e-mail]

My Food Bag Group Limited NZCN 6113607

ARBN 646 807 301

For personal use only

Notice of issue of Share Rights under the My Food Bag's Employee Share Ownership Scheme

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Share Rights to certain eligible employees under My Food Bag's employee share ownership scheme. If the Share Rights vest (based on a retention condition over the two year vesting period) the holder may exercise an option to acquire ordinary shares in My Food Bag.

Section 1: Issuer information

Name of issuer	My Food Bag Group Limited
NZX ticker code	MFB
Class of financial product	Share Rights, each representing
	an entitlement (upon vesting and
	exercise) to acquire an ordinary
	share in My Food Bag Group
	Limited
ISIN (If unknown, check on NZX website)	N/A (the ISIN of MFB's ordinary
	shares is NZMFBE0004S1)
Currency	N/A
Section 2: Capital change details
Number issued/acquired/redeemed	385,548 Share Rights
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	Nil - Share Rights are issued
	under the scheme to eligible
	employees for no consideration
Nature of the payment (for example, cash or other consideration)	N/A
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Products	100% of Share Rights on issue (if
issued/acquired/redeemed/ (calculated on the number of Financial	these Share Rights vest and are
Products of the Class, excluding any Treasury Stock, in existence)1	exercised, this would equate to
	0.16% of the ordinary shares of
	My Food Bag Group Limited
	currently on issue).
For an issue of Convertible Financial Products or Options, the	Issue of Share Rights pursuant to
principal terms of Conversion (for example the Conversion price and	My Food Bag's employee share
Conversion date and the ranking of the Financial Product in relation	ownership scheme. The Share
to other Classes of Financial Product) or the Option (for example,	Rights give the holder the right to
the exercise price and exercise date)	acquire ordinary shares in My
	Food Bag Group Limited, which
	may be exercised if the Share
	Rights vest.

1 The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

For personal use only

		The Share Rights will vest if the
		holder remains employed by My
		Food Bag during the two-year
		vesting period (and, for clarity, no
		disqualifying factors apply at the
		end of that period).
		There is no amount payable by
		the holder either on the grant of
		the Share Rights or in relation to
		the issue of ordinary shares if
		those Share Rights vest and are
		exercised.
Reason for issue/acquisition/redemption and specific authority for		Issue of Share Rights pursuant to
issue/acquisition/redemption/ (the reason for change must be		My Food Bag's employee share
identified here)		ownership scheme. Board
		resolution dated 13 June 2022
		and permitted by NZX Listing Rule
		4.6.1.
Total number of Financial Products of the Class after the		385,548 Share Rights.
issue/acquisition/redemption/Conversion (excluding Treasury Stock)	There is no treasury stock.
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
In the case of an acquisition of shares, whether those shares are to		N/A
be held as treasury stock
Specific authority for the issue, acquisition, or redemption, including	Board resolution dated 13 June
a reference to the rule pursuant to which the issue, acquisition, or		2022 and permitted by NZX
redemption is made		Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for		As above. Any ordinary share
example: restrictions, escrow arrangements)		issued on the vesting and
		exercise of the Share Rights will
		be credited as fully paid up and
		rank equally in all respects with
		the other ordinary shares of My
		Food Bag Group Limited.
Date of issue/acquisition/redemption		30 June 2022
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement	Mark Winter, Chief Financial Officer
Contact person for this announcement	Mark Winter, Chief Financial Officer
Contact phone number	[phone]
Contact email address	[e-mail]
Date of release through MAP	30 June 2022

For personal use only

Notice of issue of Performance Rights under the My Food Bag's Long Term Incentive Plan

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights to certain senior employees under My Food Bag's long term incentive plan. If the Performance Rights vest (based on certain vesting conditions, including the achievement of a performance hurdle(s)) the holder may exercise an option to acquire ordinary shares in My Food Bag.

Section 1: Issuer information

	Name of issuer	My Food Bag Group Limited
	NZX ticker code	MFB
	Class of financial product	Performance Rights, each
			representing an entitlement
			(upon vesting and exercise) to
			acquire an ordinary share in My
			Food Bag Group Limited
	ISIN (If unknown, check on NZX website)	N/A (the ISIN of MFB's ordinary
			shares is NZMFBE0004S1)
	Currency	N/A
	Section 2: Capital change details
	Number issued/acquired/redeemed	1,820,518 Performance Rights
	Nominal value (if any)	N/A
	Issue/acquisition/redemption price per security	Nil - Performance Rights are
			issued under the plan for no
			consideration
	Nature of the payment (for example, cash or other consideration)	N/A
	Amount paid up (if not in full)	N/A
	Percentage of total class of Financial Products	100% of Performance Rights on
	issued/acquired/redeemed/ (calculated on the number of Financial	issue (if these Performance Rights
	Products of the Class, excluding any Treasury Stock, in existence)1	vest and are exercised, this would
			equate to 0.75% of the ordinary
			shares of My Food Bag Group
			Limited currently on issue).
	For an issue of Convertible Financial Products or Options, the	Issue of Performance Rights
	principal terms of Conversion (for example the Conversion price and	pursuant to My Food Bag's long-
	Conversion date and the ranking of the Financial Product in relation	term incentive plan. The
	to other Classes of Financial Product) or the Option (for example,	Performance Rights give the
	the exercise price and exercise date)	holder the right to acquire
			ordinary shares in My Food Bag
			Group Limited, which may be
			exercised if the Performance
			Rights vest.

1 The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.