My Food Bag Group Limited Annual Report 2022

FY2022 Annual Report · My Food Bag Group Limited

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ANNUAL REPORT 2022

Delivering
the goodness

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Kia
ora

Welcome to our 2022 Annual Report –
after achieving a record revenue of $194 million in
FY22, the results show the company has delivered
in line with its PFI forecasts, provided prior to listing
in 2021.

We navigated changing COVID-19 uncertainties
and escalating inflationary pressures.

We delivered record-breaking brand campaigns
and made our first significant step beyond
weeknight meals with the My Food Bag Kitchen.

And looking to the future, we now have a pipeline
of business improvement and growth initiatives that
will see us deliver the goodness to even more Kiwis.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022CONTENTS

Letter from the Chair and CEO
Results at a Glance
Financial Performance
Key Achievements
Environmental, Social, and Governance
My Food Bag Team
My Food Bag Operations
Growth Strategy
Board of Directors
Management Team
Financial Statements
Independent Auditor’s Report
Corporate Governance Statement
Other Disclosures
Directory
Key Dates

This Annual Report is dated 19 May 2022
and is signed on behalf of the Board by:

Tony Carter
Chair

Jen Bunbury
Chair of the Audit
and Risk Committee

68
81

When used in this Annual Report, references to the ‘Company’ are references
to My Food Bag Group Limited. References to ‘My Food Bag’ or the ‘Group’
are to My Food Bag Group Limited together with its subsidiary, My Food Bag
Limited. All references to financial years (e.g. ‘FY21’ and ‘FY22’) in this
Annual Report are to the financial year ended 31 March, and references to
‘Prospective Financial Information’ (PFI) is to prospective financial information
included in the Company’s Product Disclosure Statement (PDS). References
to $ and NZ$ are to New Zealand dollars unless otherwise stated.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022LETTER FROM THE CHAIR AND CEO

LET TER FROM THE CHAIR AND CEO

What’s
simmering

It is a pleasure to report that My Food Bag
has performed strongly during our first full
year as an NZX and ASX listed company.
The results show the company has delivered
in line with its PFI forecasts, provided prior
to listing in 2021.

FINANCIAL PERFORMANCE
The company achieved another record revenue of $194.0
million in FY22, up $7.6 million on our PFI forecast and up
1.7% FY21 revenue. We also achieved a Pro forma
EBITDA1 of $34.2 million, up 18.1% on FY21, and NPAT
of $20.0 million, up from $2.4 million in FY21.

The board and senior leadership team are very satisfied
with the 18.1% year-on-year Pro forma EBITDA increase,
off a 1.7% increase in revenue during the FY22 year
compared to the previous year.

The company delivered in excess of 18 million meals
across FY22 and achieved an average order value of
$126.6, up $2.23 compared to FY21.

We believe that our results speak for themselves. The company
has delivered in line with its PFI forecasts and paid its planned,
maiden dividend to shareholders. These results show that
My Food Bag is a high-quality business, positioned for growth.

As a group, we are committed to profitable business
growth and have every faith that capital markets will better
reflect the underlying strength in this business over time.

BUSINESS UPDATE

Navigating COVID-19 and inflation
As with all New Zealand businesses, the second half of the
financial year was marred by the impact of the Delta and
Omicron COVID-19 outbreaks.

As a ‘just-in-time’ food delivery business, My Food Bag was
reliant on its partners and its own operations being able to
function at full capacity throughout this period.

The outbreaks presented ongoing challenges to operating
procedures, productivity, front line staff availability and
increased health and safety costs.

The second half of FY22 also featured strong inflationary
pressures affecting virtually all input costs, particularly
ingredients and, directly and indirectly, labour costs
and availability.

Throughout this period the business’s highest priority was,
and still is, keeping its people and suppliers’ teams safe,
while also being mindful of ongoing business continuity risks
posed by the pandemic.

As a result of labour availability uncertainty due to the Omicron
variant of COVID-19, we made the decision to temporarily
reduce the recipe choice we offered customers and to stop
taking orders for the My Food Bag Kitchen during March.

The accumulative result of a challenging period in Q4 FY22
dampened financial performance, offset by micro-management
of largely cost and supply issues as our processes adapted.
By the end of the quarter a sense of predictability began
to return.

Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. Pro forma EBITDA has not been restated
for the change in accounting policy relating to software as a service arrangement.

Record breaking brand campaigns
The company celebrated a record Christmas period with
Christmas Day orders up 11.8% year-on-year, and an
estimated 100,000 Kiwis enjoying a My Food Bag Christmas
meal. As part of the Christmas campaign, we also launched our
first fully plant-based Christmas meal.

Following our generous amount of Christmas cheer, we went on
to help a record number of Kiwis reset their year in a healthy
direction with our highest ever level of Fresh Start sales.

The Fresh Start programme started in 2017 and is an example
of how My Food Bag can offer value beyond recipes and
ingredients, helping thousands of Kiwis manage weight with
a varied, delicious, low calorie diet – a clear opportunity for
future value growth.

Innovation delivering value
My Food Bag’s innovation programme continued to deliver
strong outputs in FY22.

The launch of the My Food Bag Kitchen pilot in July was the
company’s first significant step beyond weeknight dinners. This
curated collection of food solutions for different meal occasions
has helped simplify life for our customers and offered the
company a clear growth path.

While still in the pilot phase, more than 200 different products,
with a weekly range available of more than 80 items, across
ten categories have been offered and the potential of the
concept has been proven. The Kitchen achieved an attachment
rate of 14% and average order value of $21 in H2 FY22.

During the year, recipe choices were also added to all Bargain
Box and Fresh Start bags, and there was an increase in the
number of recipes offered in our My Food Bag branded range.

The company also invested in web and the iOS app to
improve customer experience, offering more flexibility and
ease of adding more meals and/or upgrading to premium,
gourmet recipes.

Building for South Island growth
The completion of a new Christchurch factory was delivered
on time and on budget, and was opened mid-April 2022,
complete with four pick lines and capacity for a wider
Kitchen range.

The facility is a foundation to deliver more growth in the South
Island and has scope for further expansion in years to come.

Strong supplier relationships
In the final quarter of the financial year we concluded a new
produce contract with our most important food ingredient
provider, T&G Fresh. This, along with our current contractual
arrangements with our cornerstone suppliers such as NZ Post
and Neat Meat, puts us in a secure position for the year ahead.

Sustainability and community engagement
The whole My Food Bag team is committed to creating a better
way for people to shop and eat. In 2021 we mapped out the
four pillars we intend to deliver on:

• Better packaging

• Better for the environment

• Better for our people and the community

• Better, safe food.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022LETTER FROM THE CHAIR AND CEO

By their very nature, meal kits are as much as 33% more
greenhouse-gas efficient than supermarket-bought meals
because of reduced wastage in the supply chain.* But we
are committed to reducing the environmental footprint of our
business further than this.

In FY22, we delivered a soft plastics programme that diverted
more than 13 tonnes of soft plastic waste from landfill. This,
along with our commitment to use minimal amounts of the
most sustainable packaging, reflects our focus on reduction,
recyclability and reusability wherever possible.

The company also continued to donate unused Food Bags
and leftover ingredients to charities across the Motu to reduce
food waste to as close to zero as possible.

During the year we launched a partnership with the Heart
Foundation NZ aimed at making it easier for Kiwis to eat for
a healthier heart. Between the company’s efforts and those
of our customers, more than $50,000 in donations were
raised for our charity partner, Garden to Table.

Senior Leadership appointments
During the course of the FY22 year we strengthened the
My Food Bag senior leadership team with the addition of
Cassie Ormand leading People & Culture, Joanne Mitchell
leading Marketing & Customer Love, and Paul Kelly
leading Operations.

Outlook
The board and management anticipate continued uncertainty
across macro-environment challenges, such as inflation,
labour availability and supply chain pressures. But we
remain confident in our growth plans. Underpinned by our
strong brand and distribution reach, we continue to look for
opportunities by offering exceptional recipes and ingredients,

* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)

and enhanced customer flexibility and choice.
Supporting this we will also be expanding our product
offering through the Kitchen, while investing in the
resilience of our operating environment.

SUMMARY

The Board and CEO wish to thank
staff at My Food Bag for delivering
a strong performance in FY22 during
a period of uncertainty.

We would also like to acknowledge the role of My Food Bag’s
partners in the food, packaging, transport and services sectors
who’ve committed to supporting the company through the
many challenges presented through FY22.

We look forward to an exciting year ahead, in anticipation
of more success in meeting Kiwis’ growing demand for high
quality, locally sourced food ingredients combined with recipes
and meal options that suit their lifestyle.

Tony Carter
Chair

Kevin Bowler
CEO

RESULTS AT A GL ANCE

Sliced

& diced

REVENUE

$194m

YOY GROWTH

1.7%

ACTIVE CUSTOMERS

61.7k

FY22 Q4

AOV

$126.6

$2.23 YOY

* Note ref needed.

LTIFR

6.5

Lost Time Injury Frequency Rate

PRO FORMA EBITDA

$34.2m

YOY GROWTH

18.1%

NPAT

$20m

DIVIDEND

7.0c /SHARE

Gross dividend yield of 12.2% based on share price of $0.80
per share (as at 16 May 2022)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022& diced

RESULTS AT A GLANCE

Our customers
love convenience

38%

growth in
ready-made meals

MEALS DELIVERED SINCE LAUNCH

106m

54m

34m

22m

10m

106m

69m

90m

2014

2015

2016

2017

2018

2019

2020

2021

2022

Total number of
4 star out of 5 and
above recipe ratings

200,000

2.8m+

Plant Based and
Veggie meals sold
this year

More than 200
products launched
in the My Food Bag
Kitchen

13T

of soft plastics diverted from
landfill thanks to our Soft Plastics
Recycling programme

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

FINANCIAL PERFORMANCE – KEY FINANCIAL METRICS

The table below summarises
the key financial metrics.

FINANCIAL PERFORMANCE ($MILLION UNLESS STATED)
Deliveries volume ('000s)
Revenue
Ingredients margin*
Contribution margin**
EBITDA
Pro forma EBITDA
Net profit after tax (NPAT)

BALANCE SHEET AND CASH FLOW ITEMS ($MILLION)
Total assets
Cash and cash equivalents
Total liabilities
Net cash / (debt)
Net cash flows from operating activities

RECONCILIATION OF GAAP TO NON-GAAP FINANCIALS ($MILLION)
Net profit after tax
Add back:

Depreciation and amortisation
Net financing costs
Income tax expense

EBITDA

Change in accounting for SaaS arrangements
Listed company costs
Offer costs

Pro forma EBITDA

FY22

Reported

1,532
194.0
95.5
52.7
34.0
34.2
20.0

105.7
5.9
38.8
2.5
29.5

20.0

5.1
1.0
7.8
34.0
0.3

FY22

PFI

1,503
186.4
92.8
53.8
34.0
34.2
20.1

99.1
(0.2)
32.8
(1.3)
26.6

20.1

5.0
1.1
7.8
34.0
0.3

34.2

Restated
FY21

Reported

1,533
190.7
89.1
48.8
15.3
29.0
2.4

102.4
1.6
48.2
(14.3)
23..8

2.4

4.6
1.7
6.5
15.3
0.2
(0.6)
14.1
29.0

Ingredients margin is defined as revenue less cost of goods sold (excluding assembly and distribution expenses).

*
** Contribution margin is defined as revenue less cost of goods sold.

The annual report includes certain non-GAAP financial information, including EBITDA and Pro forma EBITDA. EBITDA is a performance measure used extensively by the Board and
management as an indicator of underlying profitability. Non-GAAP performance measures, including EBITDA, are not defined in NZ IFRS and are not subject to audit. Non-GAAP
performance measures are defined consistently by all companies. Accordingly, these performance measures may not be comparable with similarly titled performance measures used
by other companies.

KEY ACHIEVEMENTS

Freshly

made

Extending Choice

Across FY22, recipe choice drove higher
average order value and increased order
frequency. It is clear that this strategy is
delivering what customers want and
business outcomes.

After first launching recipe choice in January 2020, the range
of options was expanded to 15 meals across My Choice
during FY22. Recipe choice was offered across Bargain Box
and Fresh Start brands through FY22.

During the year we saw particularly strong success with the
launch of our Superquick options within My Choice. These
options are typically selected by around half of My Choice
customers every week reflecting the desire for quick meals
some nights of the week.

The most recent innovation within My Choice is Gourmet recipe
selection, which allows customers to upgrade to a Gourmet
meal within their weekly recipe selection. Since introducing
it in March we have already experienced good uptake and
an average recipe rating of more than 4 (out of 5) for these
premium recipes.

Growing recipe choice across our portfolio of brands also
allowed us to analyse what recipes customers are selecting.
We then cross reference this with recipe ratings to drive
efficient menu planning resulting in more options we know
Kiwi customers will love.

Select your meals

Expanding Beyond Meals

In July 2021, we launched the My Food Bag
Kitchen, offering a curated collection of food
solutions in addition to our range of meal kits.

The Kitchen is designed to tempt customers to purchase more
of their weekly shop from My Food Bag, and to meet more
meal occasions across the week, plus add on a few special
treats. It is one of the reasons behind the uplift in overall
average order value during FY22, compared to FY21.

Using the company’s well-established supplier network and
procurement expertise, we quickly built a range of ‘hard-to-
find’ food products and unique solutions for our customers to
choose from. More than 200 different products, with a weekly
range available of more than 80 items, across ten broad
categories have been offered through the Kitchen pilot to date.

At My Food Bag’s interim results we reported that Kitchen
attachment rates were in line with our internal target of
10% – 15%, and an average order value in excess of $20 in
September. Across the second half of FY22, this has continued
to improve as the product range has expanded and average
order value has been maintained.

The Kitchen was taken offline for two order cycles in March
FY22 while we managed the risk of labour shortages and
uncertainties due to Omicron across up-stream suppliers and
all pick and packing operations.

Once re-started, the company’s focus returned to three
workstreams to grow the Kitchen in the medium term:

• Expanding the range;

• Growing awareness and attachment across

current customers;

• Further optimising product data and stock management.

The My Food Bag Kitchen also provides a secondary benefit
of offering valuable insights into adjacent food and grocery
categories, informing the company’s growth options beyond
meal kits and ready-made meals.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022KEY ACHIEVEMENTS

Investing in being
a South Island local

My Food Bag is committed to maintaining
robust supply chains and sourcing as locally
to the company’s customers as we can.

As part of this approach, we worked with Calder Stewart
to design and build a new factory for our South Island
operations which we have leased. We transitioned to the
new site in April FY23.

With four complete pick lines and capacity for a bigger
Kitchen offer, across 4405m2, the new site increases our
capacity in the South Island. The new centre lays down
strong foundations for My Food Bag in the South Island and is
future-proofed as we have substantial space to expand further,
as required.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022KEY ACHIEVEMENTS

Online platform
enabling personalisation

My Food Bag’s in-house digital team
developed several new features and
advancements to our online platform.
These features improve customer experience,
flexibility and personalisation to drive better
customer engagement.

During the year, we re-launched the My Food Bag iOS app
so that customers can more easily choose recipes and add
items from the Kitchen to their weekly orders.

The app now allows us to direct personalised push
notifications, prompting buy specials or suggesting recipes to
select. By combining targeted email communications with push
notifications to specific customer cohorts, we have achieved
improved levels of uptake of specific promotional offers.

Across both our web and app platforms, our team rolled out
the ability for customers to seamlessly add additional meals to
their weekly subscription, including premium-priced Gourmet
meals. We expect this will continue to result in average order
value improvements across the next year.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE –
CREATING A BET TER WAY TO SHOP AND EAT

Feeding

our future

My Food Bag’s sustainability strategy helps
us bring to life our vision of creating a better
way for people to shop and eat.

Our Sustainability Pillars

BETTER
PACKAGING

BETTER FOR THE
ENVIRONMENT

BETTER FOR OUR
PEOPLE & COMMUNITY

BETTER,
SAFER FOOD

Packaging is an essential
part of our business and
a primary focus across
everything we do.

This pillar includes our
in-product packaging,
operational waste and
on-site office waste.

We’re Kiwi through and
through and want to do all we
can to ensure we’re helping
keep Aotearoa clean, green
and beautiful, and inspiring
others to do the same.

This pillar includes our
emissions, energy consumption,
landfill impact and
climate-friendly working.

We believe cooking and
eating together builds stronger,
healthier communities and
we want to utilise our unique
advantage here to ensure
Kiwi communities are
flourishing nationwide.

This pillar includes our charity
support, community initiatives,
staff and health & safety.

We offer our customers
uncompromisingly high food
safety standards for our
product and a transparent
supply chain made up of local
and trusted suppliers.

This pillar includes our local
sourcing, our Approved
Supplier Programme, our
Food Safety standards
and our allergen and
labelling processes.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

My Food Bag’s ESG Framework

Feed the future of Aotearoa with a healthier and more sustainable way to eat.

BETTER PACKAGING

Improve the sustainability of our
packaging with a focus on reduction,
recyclable or compostable material
and supporting our customers
to thoughtfully dispose of their
packaging waste.

Key focus areas
• Internal packaging

(boxes, insulation, ice)

• On-site waste

BETTER FOR OUR
PEOPLE & COMMUNITY

To support our people and
the wider community to eat
better and live better.

Key focus areas
• Charitable partnerships
• Staff benefits and initiatives
• Health & safety

BETTER FOR THE ENVIRONMENT

Continue to develop greener practices
through monitoring and ongoing
initiatives to understand, minimise and
mitigate our impact on the environment
to ensure our meal kits are the most
climate-friendly way to shop and eat.

Key focus areas
• Food miles
• Freight
• Energy usage

• Water usage
• Food waste
• Climate-friendly

cooking

BETTER, SAFER FOOD

To ensure we maintain uncompromisingly
high health and safety standards for our
people and product and a transparent
supply chain.

Key focus areas
• Local sourcing
• Approved supplier programme
• Food safety
• Allergens & labelling

Icons indicate which of the United Nations Sustainable Development Goals (UNSDGs) our ESG Pillars are aligned with.

OUR VALUE OUTCOMES

Customers eat delicious
meals that are good for
them and the planet.

We are committed and
excel in supporting the
wellbeing of our staff.

We support Kiwi communities to
help them thrive through being
happier and healthier.

We sit at the forefront of food
and sustainability innovation
for Aotearoa and the world.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

SPOTLIGHT ON:

Soft Plastics
Recycling Programme

We know from our
customers that plastic
waste is the issue they
are most concerned about, so this
continues to be a big focus area for us.

At the very end of FY21 we launched
a Soft Plastics Recycling Programme,
in partnership with the NZ Packaging
Forum and Future Post. This initiative
has led the category by offering a
direct pick-up recycling solution to our
customers for their entire household’s
soft plastics. To date 19,400 bags
have been collected. At approximately
700g per bag, more than 13 tonnes
of soft plastic waste has been
redirected from landfill. Collected
soft plastics are sent to Futurepost who
recycle them into long life fence posts
and garden boxes.

ORDER SOFT
PLASTICS
RECYCLING BAG

FILL WITH ALL
YOUR CLEANED
SOFT PLASTICS

SEAL SOFT
PLASTICS
RECYCLING BAG

ORDER
COLLECTION
OF YOUR SOFT
PLASTICS
RECYCLING BAG

Better packaging

We are committed to using the minimum
amount of the most sustainable packaging
we can, to keep food safe and fresh for
our customers.

Examples include:

• Approximately 80% of our ingredients by value are now

delivered to our factories in reusable crates.

• We use 100% compostable and biodegradable wool

insulation to keep our ingredients fresh and chilled in transit.

• Our cardboard boxes are made from forest stewardship

council (FSC) certified 47% recycled cardboard and all our
paper printing comes from FSC-certified pulp.

• We were the first to use 100% water in our ice packs,
instead of the gel still found in many chiller packs.

SUSTAINABILITY, COMMUNITY & PEOPLE

Better for the environment

We aspire for our meal kits to be the most
climate-friendly way to shop and eat.

What does this look like?

• 98% of our fresh meat and produce is proudly locally
sourced close to our North Island and South Island
factories, greatly reducing transport emissions.

• Through careful planning, management and partnership,

we are a near-zero food waste company.

• Research shows meal kits to be as much as 33% more

greenhouse-gas efficient than supermarket-bought meals
because of reduced wastage in our supply chain.*

• Working with NZ Post, our delivery partner, to optimise
delivery routes and minimise emissions for our depot-to-
door deliveries.

SPOTLIGHT ON:

Climate-friendly eating

With the carbon footprint of a plant
based diet sitting significantly below
that of a meat-lovers, encouraging more
plant based and veggie meals into our
customers diets is good for their health
and for the planet.

This year we increased the number of
veggie and plant based meals in our
range with the introduction of more
veggie meals into Bargain Box Choice
and Fresh Start, and sold more than
2.8 million plant based and veggie meals.

* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

Better for our
people and communities

We passionately believe that cooking and
eating together can help build stronger,
healthier families and communities.

How we do this:

• Any unused food bags and food left over from recipe

tests are given to families in need through our support of
charitable organisations including Kiwi Harvest and City
Missions across the country.

• Introduced a partnership with the Heart Foundation aimed
at making it easier for Kiwis to choose to eat for a healthier
heart. My Food Bag’s heart-healthy recipes align to the
principles of a Mediterranean lifestyle, with all recipes
meeting a set of criteria that were developed in conjunction
with the Heart Foundation.

• My Food Bag’s motto “Work Safe, Home Safe” is frequently
referenced as a reminder for our team to take all steps to
work safely, so that they can go home to their families safely.
Our health and safety committees have representatives at
every assembly site and our senior leadership team take an
active approach in safety monitoring.

• The company has maintained our Lost Time Injury Frequency
Rate (LTIFR) at 6.5. LTIFR is the number of reported injury
and treatment incidents multiplied by 1,000,000 divided
by total hours worked in the period.

SPOTLIGHT ON:

Garden to Table

My Food Bag and its customers raised
more than $50,000 for Garden to Table,
a charitable trust empowering kids to
grow, harvest, prepare, and share great
food, during FY22.

This was a significant growth on FY21
donations thanks to the generosity of
our customers. We also created two
delicious veggie-based baking products
which were sold in the Kitchen and
donated the profits from these products
to Garden to Table.

BEETROOT BROWNIES

SELF SAUCING CARROT PUDDING

SUSTAINABILITY, COMMUNITY & PEOPLE

Better, safer food

The company strives to build
uncompromisingly high food
safety standards and a transparent
supply chain, through its emphasis
on local sourcing and Approved
Supplier Programme.

This is achieved by:

• Maintaining our sourcing of fresh produce and

protein at 98% local. This is important in reducing
food miles as well as connecting our customers
to the food on their plate.

• Operating under a National Level 3 Food Safety
Programme, compliant with the Food Act 2014.

• Requiring our suppliers to uphold our expectations,
codes and standards of supplying quality and
safe food.

SPOTLIGHT ON:

Local suppliers in the Kitchen

Through My Food Bag Kitchen we’ve built
the distribution and awareness of many
growing Kiwi brands.

Paneton, a My Food Bag supplier for many
years, offers a range of fresh breads in
the Kitchen, all freshly baked in their
Auckland bakery.

We’ve backed snack food brands Serious
Popcorn, Tom & Luke and Molly Woppy,
which have all featured in many of our
popular festive & snack bundles.

We’ve also made a successful entrance into
the beverages category with a number of
emerging local brands, such as Almighty,
Kombucha Bros and Alchemy & Tonic.

MY FOOD BAG TEAM

The right
mix

The 200+ strong team at My Food Bag are
united by a desire for excellence in food and
for delivering for customers. Together, we
work in a highly energetic and collaborative
culture reflective of the My Food Bag brand,
and place a high priority on the health and
wellbeing of all employees.

Like most workplaces, COVID-19 meant the company had to
do all sorts of things a little differently. Senior leaders rolled
up their sleeves to pack food boxes when many staff were
isolating, and some creativity was needed to maintain our
collaborative culture from a distance.

We are also really proud of how our team adapted to
strengthened health and safety processes that were needed
through the pandemic.

To help us retain and attract talent across all teams, we have
introduced a flexible working policy as well as a reward
structure that better aligns pay with capability.

New senior leaders Cassie Ormand, Joanne Mitchell and
Paul Kelly in our leadership team have brought fresh energy
to the areas of People & Culture, Marketing & Customer Love
and Operations respectively.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022mix

MY FOOD BAG TEAM

MY FOOD BAG OPER ATIONS

Recipe
for success

My Food Bag is an online food delivery
business and New Zealand’s longest-
standing meal kit provider.

Each week, My Food Bag delivers thousands of boxes full of
nutritious, locally sourced ingredients along with easy-to-follow
recipes direct to families across New Zealand. We take the
stress out of meal planning and help to bring families together
around mealtimes. Since the business commenced trading in
2013, we have delivered more than 100 million meals to
New Zealanders.

My Food Bag offers the broadest range of meal kit bags in
New Zealand under the My Food Bag, Bargain Box and
Fresh Start brands. Since inception, we have focused on
evolving our product offering through innovation and a strong
understanding of customers’ needs to appeal to a wide range
of New Zealanders. We continue to innovate to meet changing
consumer food, demographic and societal trends, and most
recently entered the large ready-made meal category with
our MADE brand. My Food Bag’s extensive database, high
brand awareness, digital capabilities and nationwide coverage
provide a strong platform for growth, as well as an opportunity
for expansion beyond our current product scope.

MADE

26%

BARGAIN BOX

TOTAL
DELIVERIES
FY22

16%

FRESH START

55%

MY FOOD BAG

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022MY FOOD BAG OPERATIONS

Synonymous with meal kits in
New Zealand, the My Food Bag
brand targets the broadest range of
customers and promises to help you
get meals “Deliciously Sorted” with
a wide selection of product offerings.

In FY22 the recipe range in My Choice was expanded
with the launch of a range of Heart Healthy recipes in
collaboration with the Heart Foundation. And in Mar 22,
we launched “Gourmet Upsell”, a new offer that allows
customers to upgrade to a premium recipe each week.

This is My Food Bag’s most
accessible offering, providing
“Family Faves, Bargain Prices”,
designed to bring quick, easy,
affordable, tasty and healthy meals
to Kiwi households.

This range focuses on goal-based
recipes designed to help customers
achieve health goals through their
diet, whether it be for weight loss
or fitness.

During the year, we launched recipe choice for Bargain
Box customers with a range that includes family faves,
vegetarian options and Superquick recipes.

The continued year-on-year investment in Fresh Start
marketing and loyalty initiatives resulted in another
record year for Fresh Start. Recipe choice was also
introduced for Fresh Start with a broad range covering
fish, meat, vegetarian and ready-made meal choices.

This is an important format
differentiator to our meal kits.
Designed to offer an easier and
more convenient alternative to
cooking a recipe, MADE offers a
range of fresh, ready-made meals.

We expanded both the product formats with MADE
and the product availability in FY22. Fresh soups and
ready to heat puddings were launched in time for winter
2021, and we drove significant meal growth through the
addition of MADE meals within Fresh Start Choice and
as an item to add to your order in the Kitchen.

Kitchen

The My Food Bag Kitchen is a
curated collection of pantry staples
and delicious solutions for new
meal occasions that customers can
add to their weekly orders.

More than 200 products have been offered since launch
covering new meal occasions like breakfast, desserts and
beverages. Specific ranges for occasions and seasons
have also been launched including a “Festive Fare”
range and a summer BBQ collection.

Efficient Operation
– Every Week

CREAT E

RECIPE RA T I N G S

OOK & E N J O Y

URCE & D E L

CHOO S E

I V E

1. CREATE
Every week, our
chefs and in-house
nutritionist develop
new recipes, building
on our database of
over 10,000 recipes.

Our recipes are
designed to use only
basic kitchen utensils
and a few pantry
staples, a list of
which is emailed
to customers.

2. CHOOSE
Customers choose
from the full
My Food Bag brand
portfolio with options
for different numbers
of people and nights
per week.

Customers can
choose to have their
bag delivered weekly
or fortnightly on a
flexible subscription.

3. SOURCE &
DELIVER
We source to
order the freshest
New Zealand meat,
fish and produce,
resulting in minimal
food waste at our
assembly centres.

Bags are delivered
directly to customers
on a Saturday,
Sunday or Monday.

4. COOK & ENJOY
The fun begins! Using
our step-by-step
recipes, customers
create and enjoy
their meals.

5. RECIPE RATINGS
Customers can then
rate the recipes to
provide feedback
direct to our chefs.

Ratings drive the
direction of future
innovation and
ensure recipes which
customers love are
available again.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022MY FOOD BAG OPERATIONS

Weekly Operations Cycle

We operate a weekly business cycle, with orders for the following
week’s delivery ‘locked’ on a Sunday night, ingredients arriving to our
assembly centres on Tuesday through Friday, and items ‘picked and
packed’ on Thursday and Friday prior to being delivered to customers.

MONDAY
• The billing run is

made and customer
money received
• My Food Bag’s

procurement team
reviews and places
orders with suppliers

TUESDAY & WEDNESDAY

• Ingredients begin to arrive at our assembly

centres in Auckland and Christchurch, with the
majority arriving on site on Wednesday and
Thursday. Other ingredients are delivered
as late as Friday to ensure freshness

• Ingredients are sourced from more than

200 suppliers

SUNDAY EVENING

• Subscribers have
until 11:59pm to
adjust their orders
for the following
week’s delivery

• Orders can be

changed through
both the website
and mobile app

THURSDAY

• Picking and
packing
commences
mid-morning

• 30,000+

boxes picked
and packed
per week

SUNDAY

SATURDAY

FRIDAY

• Staging commences
to get boxes ready
for pickup from
the Auckland
and Christchurch
assembly centres

• My Food Bag and

• Picking and packing

Fresh Start branded
boxes are delivered
to customers via
NZ Post’s exclusive
Sunday network
(with some deliveries
on Monday via
NZ Post’s overnight
network)

• Customers are sent

a text to inform them
of delivery details

concludes

• Boxes are transported
to distribution depots
around the country

• Delivery is made to
customers electing
Saturday delivery

• Bargain Box and
MADE deliveries
begin (via the NZ Post
overnight network)

My Food Bag operates a negative working capital position. This is a benefit
of the operating model arising because cash is generated from customers before
it has to pay suppliers for the cost of goods sold.

Supply Chain Overview

We operate a largely outsourced and asset-light supply chain
model, while always maintaining close oversight across supply
and delivery.

FOOD SUPPLIERS
• We operate a ‘source-to-
order’ model: purchase
orders are placed with
suppliers on a weekly basis
at the exact levels required
to match customer orders
(allowing for a small buffer
of stock) to minimise waste.

• Our supply chain with food
suppliers is robust and
resistant to adverse events,
with 98% of all meat and
produce sourced locally in
New Zealand.

ASSEMBLY CENTRES
• We are the only large-

scale New Zealand meal-
kit delivery business with
chilled assembly centres in
both the North and South
Islands, providing logistical
efficiencies, more localised
sourcing of ingredients and
greater delivery certainty
to the South Island.

OVERNIGHT & EXCLUSIVE DELIVERY NETWORKS• We have a strong relationship with distribution partner NZ Post who currently operate an exclusive Sunday delivery service for My Food Bag.MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022MY FOOD BAG OPERATIONS

Food Safety

My Food Bag is subject to the National Programme
Level 3 (guidelines set out by the Ministry for Primary
Industries – MPI) as a retailer which handles food but
does not prepare or manufacture food. MPI complete
business and site audits of National Programme
Level 3 once every two years.

We also require our suppliers to meet a strict prescribed
code of conduct outlining food safety, ingredient and
operational requirements. We regularly review and audit
our food handling settings as well, to ensure procedures
meet the recommended standards. We maintain a direct
line of contact with our customers, so that any issues are
immediately identified and remedied. This is supported
by a Serious Incident Register to record reported customer
complaints relating to food quality and concerns.

Health and Safety

We have a systematic approach to the management of
health and safety. Detailed health and safety policies,
standards and procedures are implemented alongside
hazard and risk management processes, including an
incident notification and management system. Each site
operates a Health and Safety Committee, which meets
monthly and our Senior Leadership Team and Board
are active participants in our site safety audits.

GROW TH STR ATEGY

Market
opportunities

We have a strategy to expand our share of
the retail food sector via a pipeline of growth
initiatives. Underpinned by our nationwide
brand love we will grow the business by:

1 Winning in meals
2 Expanding our horizons
3 Enhancing our strong foundations

RETAIL FOOD
SECTOR

$37

BILLION

GROCERY
RETAIL

$25

BILLION

READY
MEALS
MARKET

Taking a greater
share of Aotearoa’s
$37 billion retail
food sector

MEAL KIT
MARKET

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022GROWTH STRATEGY

1 Winning in meals

Inspiring more Kiwis to dine in more often,
with continued innovation, and commitment
to quality & delicious meal kit solutions.

Lead the modernisation of the ready-made
meal market through quality, innovation
and convenience.

• A clear portfolio approach to differentiate brands each with
a clear mission, including Bargain Box and taking our goal-
based offering to the next level with Fresh Start

• Build awareness to drive subscription model and add-on

options for meal kit customers

• Extend menu choices into more meal occasions and

• Improving our personalisation and customisation options

more audiences

to add more value

• A relentless focus on improving the customer experience
from the Development Kitchen, Digital, Operations and
Customer Love teams

• Strengthen margin while protecting and growing IP

• Exploring vertical integration opportunities

M&A

THE KITCHEN

COLLABORATION

2 Expanding our horizons

Expand the Kitchen – A curated collection
of food solutions that meet the needs of more
meal occasions

• Provide more solutions by accessing more meal occasions

and further expansion of high success categories

• Extend the Kitchen range depth and breadth, fuelled by the

introduction of better picking technology

Extend into new categories

• The Kitchen and the company’s experience collaborating

with other companies provides a low-risk/low-cost pilot into
new categories to inform further investment decisions

• The Kitchen allows us to introduce new categories to our

database, building a more logical connection for consumers
between our existing products and new categories

• Continue to assess M&A options, targeting businesses that

• Build awareness via paid advertising and owned assets,

we can add value to

as well as leveraging new product introductions

• Collaborating with complementary players in other

• Grow sales via bundling, promotions, in-app

categories to innovate wider offerings

recommendations, and upsell and personalised navigation

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
GROWTH STRATEGY

3 Enhancing our strong foundations

System and operational step change

Integrated ESG ambition

• Transform our operating model by introducing picking
technology that assures the scalability of the operation
to meet future customer and business requirements

• Intensify our focus on measurement, and then further

reduction and recyclability of packaging

• Working with our suppliers to measure, and then reduce

• Integrate technology and data platform to support

the end-to-end carbon footprint

• Create healthier Kiwi communities by building strong

integrated partnerships with the likes of our existing partners
such as Garden to Table and City Missions

• Encourage better food choices by providing a wide range
of plant-based and healthier options with a strong bias to
local sourcing

• Continue to minimise food waste and help customers reduce

food waste by providing portioned ingredients

• Encourage diversity across the business, particularly

in leadership

improvements to picking capability

• Smooth transition to the new Christchurch factory

• Active management of key business risks, such as cyber

security and operational processes

• Continued investment in food safety systems and processes

Culture and capability

• Recognising the workforce needs of the future, My Food Bag
will undertake a reset of its approach to attracting, retaining
and engaging talent during FY23

• The reset will reflect a change in ‘ways of working’ following

two-years during which the pandemic necessitated
remote working for many staff and changed the way we
collaborate and communicate

• The business is acutely aware of the need to build its

attractive employment brand by offering the right balance
of reward, recognition, learning, and growth prospects
for its people. Planning for the introduction of a staff share
scheme is well underway, with implementation anticipated
in the first quarter of FY23

BOARD OF DIRECTORS

Tony Carter
Independent Chair

Jennifer (Jen) Bunbury
Independent Non-Executive Director

Sarah Hindle
Independent Non-Executive Director

Tony joined the My Food Bag board
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 – New Zealand’s largest
retail organisation – for 10 years.

Tony is currently Chairman of Datacom
and TR Group and sits on the respective
boards of Vector, The Interiors Group
and The Skin Institute. 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. He was
Chairman of the New Zealand Institute
when it merged with the New Zealand
Business Roundtable to form the New
Zealand Initiative in 2012, of which he
served as inaugural Chairman until 2013.

Tony graduated from the University
of Canterbury with a Bachelor of
Engineering with honours, before
completing a Master’s of Philosophy
at Loughborough University of
Technology in the United Kingdom.
In 2020 he was made a Companion
of the New Zealand Order of Merit
for services to business governance.

Jen was appointed as a director
of My Food Bag in January 2021
and acts as Chair of the Audit and
Risk Committee.

She has an extensive background
in financial services, including NZX
listings, acquisitions, mergers and
strategic advisory. Jen was a director
in the Investment Banking team at Craigs
Investment Partners for nine years, with
experience in the horticulture, logistics
and energy sectors. Her earlier career
included investor relations roles at BHP
and Publicis in Europe, following four
years in the Investment Banking
team at ABN AMRO in New Zealand.

Most recently, Jen served as the Chief
Financial Officer for NZX50-listed
Tourism Holdings Limited until October
2020 and was a director of Togo Group
during this time. She is a member of the
NZ Institute of Directors and participated
in the Future Directors programme,
spending 12 months with the board
of agribusiness Scales Corporation.

Jen completed a Bachelor of Commerce
majoring in finance, graduating with
first-class honours from the University
of Canterbury.

Sarah was appointed as a director
of My Food Bag in January 2021.

She has a broad range of experience in
management and governance across the
technology and consumer sectors. Sarah
was most recently the founding general
manager of Tech Futures Lab, where
she helped grow New Zealand’s most
innovative, tech-led learning institute.

Previously, Sarah was Global Head of
Business Delivery for Direct Wines and
Manager of Customer Experience and
Digital for KPMG Boxwood in the United
Kingdom. She began her career as a
solicitor for Minter Ellison Rudd Watts
in New Zealand.

She is also passionate about agri-tech
and the application of ‘tech for good’
and has held governance roles as
Chair of the Executive Council of
AgriTech New Zealand and as a
director and deputy chair for NZTech.

Sarah holds a Bachelor of Arts and
Bachelor of Laws from Victoria University
of Wellington, along with an MBA
from BI Norwegian Business School
of Management. She is enrolled as a
barrister and solicitor of the High Court
in New Zealand.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022BOARD OF DIRECTORS

Jon Macdonald
Independent Non-Executive Director

Chris Marshall
Non-Executive Director

Jon joined the My Food Bag board
in January 2021.

He has deep experience in technology,
the internet and consumer behaviour.
Jon held senior roles at Trade Me for
more than 15 years, including 11 years
as Chief Executive Officer, and has
since held a position as a director
(through Trade Me’s parent company,
Titan Parent NZ Ltd). He is also on the
boards of Contact Energy, Mitre 10
and Sharesies.

Earlier in his career, Jon worked in
the United Kingdom for HSBC, and in
Australia and New Zealand for Deloitte.
He has a Bachelor of Engineering (Hons)
from the University of Canterbury, and is
a Chartered Member of the NZ Institute
of Directors.

Chris joined the My Food Bag board
on 6 October 2016, upon Waterman
Capital’s acquisition of a majority stake
in the Company.

He co-founded Waterman Capital
in 2004 and is currently serving as an
executive director of Waterman Capital.
Waterman Capital is a private company
investor which invests in mid-market
New Zealand growth businesses.
Chris has more than 20 years of
principal investment experience in
New Zealand. Prior to this he worked in
a management consulting role in London
assisting mid-market businesses.

Chris is a member of Waterman Capital’s
Investment Committee and is currently
a non-executive director of Healthcare
Holdings Limited (owner of the Mercy
Ascot Hospitals and other healthcare
businesses) and a non-executive
director of Lewis Holdings Limited,
an investment company associated
with Sir David Levene.

He graduated with a Bachelor of
Commerce from the University of
Otago and is a Chartered Accountant.

MANAGEMENT TEAM

My Food Bag’s Senior Leadership Team has an average tenure
at the Company of four years. The team brings a depth and
breadth of experience across multiple industries including
FMCG, services, e-commerce and media.

The team members have backgrounds that encompass early-
phase start-ups through to corporates within New Zealand and
overseas. With an equal representation of men and women, the
team has a proven track record of driving the business strategy
and culture effectively.

Kevin Bowler
Chief Executive Officer

Mark Winter
Chief Financial Officer

Paul Kelly
Chief Supply Chain Officer

Jo Mitchell
Chief Customer Officer

Kevin drives the team to do
the basics brilliantly every
week while also developing
and implementing the
Company’s long-term vision
and goals. He is responsible
for all day-to-day
management decisions.

Mark leads the finance
function and has primary
responsibility for planning,
implementing and controlling
all finance-related activities.
Mark is also responsible for
leading the procurement
team. He leads these
teams with a strong focus
on collaboration and
business partnerships.

Paul oversees a broad team,
and is responsible for both
our operations and logistics
teams. This includes the
management of our assembly
operations in both the North
and South Islands, as well
as the nationwide logistics
teams. Paul also leads
the compliance functions
covering both health and
safety and food safety.

Jo leads the teams who are
focused on understanding,
engaging with, and
enhancing the experience
our customers have with My
Food Bag. The eCommerce
and Brand Marketing teams
create and implement
strategies and campaigns
to drive revenue growth
and the Customer Love
team ensures My Food Bag
delivers an award winning
customer service experience,
and constantly delights
our customers.

Past experience:

• CEO, Frucor Suntory

• Group Financial

• General Manager –

• Marketing Director, NZ

Beverages NZ
(2016 – 2018)
• CEO, Tourism
New Zealand
(2010 – 2016)
• CEO, Yahoo!Xtra
(2007 – 2009)

Breweries (2020 – 2021)

• Director of Marketing NZ,
McDonalds Restaurants
NZ (2013 – 2020)

• Marketing Manager

Coffee UK, Kraft Foods
(2007 2011)

Controller, Fonterra
Brands NZ
(2016 – 2019)

• Commercial Manager
Operations & Supply
Chain, Fonterra Brands
NZ (2015 – 2016)
• General Manager

Commercial Operations,
Fonterra LATAM
(2014 – 2015)

Dairy Process Excellence,
Fonterra (2021 – 2022)

• Director Technical

Excellence (Acting),
Fonterra (2019 – 2021)

• General Manager –
Value Chain Centres
of Excellence, Fonterra
(2016 – 2019)

• Director Operations,
Fonterra Brands
(2012 – 2014)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022MANAGEMENT TEAM

Polly Brodie
Head of Development Kitchen

Craig Jordan
Chief Digital Officer

Trish Whitwell
Head of Innovation

Craig manages all digital,
technology and data
functions, leading a capable
data-driven team responsible
for maintaining and
enhancing My Food Bag’s
proprietary e-commerce
platform, along with
providing actionable
data insights.

Trish drives business growth
through the creation of new
products and the evolution
of existing ones. She runs
a collaborative innovation
process that allows
My Food Bag to respond
quickly to market changes.

Polly leads a passionate
team who are responsible
for both recipe development
and food photography. The
culinary team design the
menus and recipes as well as
sourcing and developing new
ingredients. The team ensure
that not only is the product
delicious, but ingredient
margin is maintained while
upholding My Food Bag’s
high food quality and
nutrition standards.

Cassie Ormand
Head of People & Culture

Cassie drives performance
and culture within the
business by ensuring sound
frameworks and processes
are in place to attract and
retain great people and
enable them to achieve.
She leads a team that
offers commercially focused
advice in partnership
with the business to
drive culture, capability
and communication.

Past experience:

• Development Kitchen

• Chief Digital Officer,

• Head of Marketing,

and Nutrition Manager,
My Food Bag
(2015 – 2018)

• Recipe Development

and Test Kitchen Chef,
My Food Bag
(2014 – 2015)
• Sous Chef, Motor
Yacht SIRONA III
(2012 – 2014)

The Warehouse Group
(2014 – 2017)

My Food Bag
(2016 – 2017)

• Various executive and
senior leadership roles,
Trade Me (2007 – 2014)

• Marketing Manager,

Meadow Fresh, Goodman
Fielder (2015 – 2016)
• Marketing Manager,

Digital Channels, TVNZ
(2011 – 2013)

• Head of People & Culture
Plan B (2019 – 2021)

• Senior HR Business

Partner, Goodman Fielder
(2018 – 2019)

• Head of HR AMEA,

Rexam Beverage Can
(2014 – 2017)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Financial Statements

FOR THE YEAR ENDED 31 MARCH 2022

Statement of
Financial Position

Statement of
Comprehensive Income

Statement of
Changes in Equity

Statement of
Cash Flows

Notes to the
Financial Statements

Independent
Auditor‘s Report

FINANCIAL STATEMENTS

Statement of Financial Position
AS AT 31 MARCH 2022

NZ$000
ASSETS
Current
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
Total current assets
Non-current
Property, plant and equipment
Intangible assets
Right-of-use assets
Other receivables
Total non-current assets
Total assets
LIABILITIES
Current
Trade and other payables
Deferred revenue
Lease liabilities
Derivative financial liabilities
Other current liabilities
Tax liability
Total current liabilities
Non-current
Lease liabilities
Borrowings
Deferred tax liability
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital
Retained earnings
Total equity

Note

2022

Restated1
2021

5,913
570
2,608
1,799
10,890

3,372
84,889
6,269
248
94,778
105,668

13,000
4,004
2,022
-
1,089
4,850
24,965

5,576
3,411
4,556
250
13,793
38,758
66,910

59,336
7,574
66,910

1,599
512
1,216
2,168
5,495

3,118
84,846
8,618
308
96,890
102,385

12,118
2,682
2,542
179
1,980
826
20,327

7,464
15,864
4,282
250
27,860
48,187
54,198

59,336
(5,138)
54,198

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 19 May 2022.

Tony Carter
Chair
19 May 2022

Jen Bunbury
Director
19 May 2022

1. Comparative information has been restated for the change in accounting policy relating to software as a service arrangements. Please see the General Information section, page 44

for further details.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2022

NZ$000
Income
Cost of sales
Gross profit

Marketing expenses
Financing expenses
Indirect expenses
Other income
Share-based payment expense
Offer costs
Net profit before tax

Income tax expense
Net profit after tax

Total comprehensive income

Earnings per share
Basic and diluted earnings per share

Note
1

2022
193,954
(141,282)
52,672

(4,804)
(1,079)
(19,130)
148
-
-
27,807

(7,800)
20,007

2021
190,710
(141,913)
48,797

(4,527)
(1,690)
(19,223)
32
(305)
(14,115)
8,969

(6,527)
2,442

20,007

2,442

NZ$
0.08

NZ$
0.01

3939

FINANCIAL STATEMENTSStatement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2022

NZ$000
At 1 April 2021
Net profit for the year
Total comprehensive income for the year
Dividend
At 31 March 2022

At 1 April 2020
Net profit for the year
Total comprehensive income for the year
Dividend (Pre IPO)
Share-based payment expense
Vesting of employee share options
Offer costs
Proceeds from primary issuance
Repayment of shareholder loans

At 31 March 2021

Note

Share
capital
59,336
-
-
-
59,336

1,000
-
-
-
-
5,541
(2,046)
54,841
-

59,336

Other
shareholder
contributions
-
-
-
-
-

51,095
-
-
-
-
-
-
-
(51,095)

Retained
earnings
(5,138)
20,007
20,007
(7,295)
7,574

5,769
2,442
2,442
(13,349)
-
-
-
-
-

(5,138)

Share-based
payment
reserve
-
-
-
-
-

359
-
-
-
305
(664)
-
-
-

Total
equity
54,198
20,007
20,007
(7,295)
66,910

58,223
2,442
2,442
(13,349)
305
4,877
(2,046)
54,841
(51,095)

54,198

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Statement of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2022

NZ$000
OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers
Proceeds from insurance
Interest received
Cash was applied to:
Payments to suppliers
Interest paid
Tax paid
Net cash flows from operating activities

INVESTING ACTIVITIES
Cash was provided from:
Proceeds from the sale of property, plant and equipment
Cash was applied to:
Purchase of property, plant and equipment
Payments for development of software
Net cash flows from investing activities

FINANCING ACTIVITIES
Cash was provided from:
Proceeds from issue of shares
Proceeds from repayment of shareholder options
Proceeds from borrowings
Cash was applied to:
Principal payments on leases
Dividends paid
Repayment of borrowings
Equity repurchase
Offer costs
Borrowing establishment costs
Net cash flows from financing activities

Net increase/(decrease) in cash flows
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year

2022

Restated1
2021

194,958
59
40

(160,667)
(1,211)
(3,645)
29,534

188,291
-
13

(158,992)
(1,698)
(3,858)
23,756

(896)
(1,983)
(2,868)

(674)
(2,007)
(2,674)

-
-
8,000

(2,557)
(7,295)
(20,500)
-
-
-
(22,352)

4,314
1,599
5,913

54,841
1,535
67,095

(2,226)
(13,349)
(68,095)
(51,095)
(16,161)
(365)
(27,820)

(6,738)
8,337
1,599

1. Comparative information has been restated for the change in accounting policy relating to software as a service arrangements. Please see the General Information section, page 44

for further details.

FINANCIAL STATEMENTS
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2022

General Information

Income

Financial Performance
1.
2. Segment Reporting
3. Expenses
4. Earnings per Share (EPS)

Working Capital
5. Trade and Other Receivables
6.
7.
8. Other Current Liabilities

Inventories
Trade and Other Payables

Long-term Assets
9. Property, Plant and Equipment
10. Intangible Assets
11. Leases

Funding and Equity
12. Share Capital and Dividend
13. Borrowings
14. Financial Risk Management

Other Notes
15. Taxation
16. Related Party Transactions
17. Operating Cash Flow Reconciliation
18. Contingent Liabilities
19. Capital Commitments
20. Comparison to Prospective
Financial Statements

Notes to the Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022

General Information
Reporting Entity

My Food Bag Group Limited is a profit-oriented company incorporated and domiciled in New Zealand. My Food Bag Group
Limited is registered under the Companies Act 1993 and is a FMC reporting entity under the Financial Markets Conduct Act 2013.

My Food Bag Group Limited is listed on the NZX Main Board and as a Foreign Exempt Listing on the Australian Securities
Exchange (ASX).

The consolidated financial statements (the financial statements) presented are for My Food Bag Group Limited and its wholly owned
subsidiary My Food Bag Limited (together referred to as “the Group”).

Basis of Preparation

STATEMENT OF COMPLIANCE
These financial statements comply with International Financial Reporting Standards (IFRS) and New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS). These financial statements have been prepared in accordance with Generally
Accepted Accounting Practice applicable to for-profit entities and the requirements of the Financial Markets Conduct Act 2013.

BASIS OF MEASUREMENT
These financial statements have been prepared on the historical cost basis except for derivative financial instruments which are
measured at fair value.

FUNCTIONAL AND PRESENTATION CURRENCY
These financial statements are presented in New Zealand dollars (NZ$), which is the Group’s functional currency, and rounded to
the nearest thousand dollars (NZ$000) unless otherwise stated.

Significant Estimates and Judgements
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the
reported amounts of income, expenses, assets and liabilities, and the accompanying disclosures. Actual outcomes may differ from
these estimates.

Information about significant estimation uncertainty and judgments in applying accounting policies that have the most significant
effect on the amounts recognised are set out below:

• Recoverable amount assessment (Note 10 Intangible Assets)

An impairment test is performed annually to assess the recoverable amount of goodwill. The recoverable amount is based on
a value-in-use calculation that requires the use of estimates.

•

Lease liabilities (Note 11 Leases)
At the commencement of a lease contract that includes renewal options, judgement is required to determine the lease term.

COVID-19 CONSIDERATIONS
My Food Bag is classified as an essential business by the New Zealand government which means it is able to operate at all
alert levels. To operate through the pandemic, additional health and safety protocols have been established to maintain a safe
environment. My Food Bag is also registered as a critical service and participates in the close contact exemption scheme using
Rapid Antigen Tests. The risks associated with COVID-19 include supply chain disruption and the availability of labour. These risks
are primarily managed through collaboration with key suppliers.

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

Significant Accounting Policies
The significant accounting policies which are relevant to an understanding of these financial statements are included throughout
the notes to the financial statements.

CHANGE IN ACCOUNTING POLICY
In April 2021, the IFRS Interpretations Committee published a final agenda decision, Configuration or Customisation Costs in a
Cloud Computing Arrangement. This agenda decision confirms that in a SaaS arrangement, costs incurred to configure or customise
the provider’s application software are recognised as an expense when the services are received.

SaaS arrangements are service contracts providing the Group with the right to access a cloud provider’s application software over
the contract period. The Group has previously capitalised configuration and customisation costs incurred in implementing a SaaS
arrangement as an intangible software asset and amortised them over the contract period.

The change in recognition of these costs has been applied retrospectively and impacted these financial statements as follows:

Statement of Comprehensive Income:

• An increase in indirect expenses for the year ended 31 March 2021 of NZ$179,000;

• A decrease in amortisation expense on intangible assets for the year ended 31 March 2021 of NZ$179,000.

Statement of Financial Position:

• An increase in prepayments at 1 April 2020 of NZ$1,088,000;

• A decrease in intangible assets at 1 April 2020 of NZ$1,088,000;

• An increase in prepayments at 31 March 2021 of NZ$1,217,000;

• A decrease in intangible assets at 31 March 2021 of NZ$1,217,000.

Statement of Cash flows:

• An increase in payments to suppliers and employees for the year ended 31 March 2021 of NZ$308,000;

• A decrease in payments for development of digital assets for the year ended 31 March 2021 of NZ$308,000.

RE-PRESENTATIONS
To improve disclosure effectiveness, the following presentation changes have been made in the Statement of Financial Position:

•

Raw materials work in progress and Packaging have been combined and presented as Inventories. In the financial statements
for the year ended 31 March 2021 these items were presented separately.

Lease receivable has been included in Other receivables. In the financial statements for the year ended 31 March 2021 lease
receivable was presented separately.

Comparative period information has been re-presented to reflect the current year presentation as shown below.

NZ$000
Statement of Financial Position (Extract)
Trade and other receivables
Raw materials and work in progress
Packaging
Inventories
Lease receivable
Total current assets

Note

Audited
2021

Inventories
adjustment

Receivables
adjustment

Re-presented
2021

460
1,024
192
-
52
4,278

-
(1,024)
(192)
1,216
-
-

52
-
-
-
(52)
-

512
-
-
1,216
-
4,278

Standards Issued but Not Yet Effective
There are no new or amended standards that are issued, but not yet effective, that are expected to have a material impact to
the Group.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
Financial Performance

1. Income

Revenue from the sale of goods is recognised when control of the goods transfers to the customer. This is typically when the
goods are delivered to the customer.

The amount of revenue recognised reflects the consideration that the Group expects to be entitled for providing the goods
to the customer.

Revenue is measured as the sales price (net of discounts), adjusted for customer credits. Customer credits are recognised
as deductions from revenue at the time that the related sales are recognised.

Payment for the goods is typically received in advance of delivery. The payment received in advance of delivery is recognised
in the Statement of Financial Position as a liability (deferred revenue) until the goods are delivered to the customer.

NZ$000
Contracts with customers
Total income

Interest income
Proceeds from insurance
Other income
Loss on disposal of plant, property and equipment
Total other income

2. Segment Reporting

2022
193,954
193,954

2021
190,710
190,710

40
59
58
(9)
148

13
-
35
(16)
32

Operating segments are determined based on the financial information that is regularly reported to the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO). The CEO together with the CFO is considered to be the Chief Operating Decision
Maker (CODM).

The Group operates in one reportable segment being online meal kit and food delivery. This consists of creating and delivering
meal kits, pre-prepared ready-to-heat meals and grocery items to New Zealand customers.

The Group operates in one geographic area, New Zealand.

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

3. Expenses

Net profit before income tax has been arrived at after charging/(crediting) the following items:

NZ$000
Staff expenses

Salaries and wages
Defined contribution

Interest expense
Fair value of derivatives
IT expenses
Depreciation and amortisation
Fees paid to the auditor (Ernst & Young)

Audit and review of the financial statements1

2022

13,168
426
1,258
(179)
2,267
5,121

Restated
2021

13,365
366
2,008
(318)
2,108
4,589

120

1. The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.

4. Earnings per Share (EPS)

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders by the weighted average
number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity holders and the weighted average
number of shares outstanding during the year for the effects of shares with dilutive potential. There were no shares with dilutive
potential for either of the years presented.

Basic and diluted earnings per share
Net profit attributable to equity holders (NZ$000)
Weighted average number of shares on issue (000)
Basic and diluted earnings per share (NZ$)

2022

2021

20,007
242,438
0.08

2,442
242,438
0.01

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
Working Capital

The Group operates a weekly business cycle, with orders for the following week’s delivery confirmed and invoiced on a Sunday
night. Ingredients arrive at our assembly centres on Tuesday through Friday, and are packed into boxes on Thursday and Friday
prior to being delivered to customers. This means that the profile of working capital across trade receivables, inventories and
payables varies depending on the day of the week the reporting date falls. The 31 March 2022 was a Thursday (31 March 2021:
Wednesday).

5. Trade and Other Receivables

Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Trade receivables are
initially recognised at the amount invoiced to the customer and subsequently measured at the amount expected to be collected.

Estimates are used to determine the amount of trade receivables that may not be collected. A provision for impairment of trade
receivables is recognised based on the lifetime expected credit loss at each reporting date.

NZ$000
Trade receivables
Provision for impairment of trade receivables
Other receivables
GST receivable
Trade and other receivables

6. Inventories

2022
238
(125)
457
-
570

2021
189
(112)
292
143
512

Inventories are measured at the lower of cost or net realisable value. In the case of finished goods, cost includes direct costs plus
a portion of fixed and variable overheads incurred in assembling the finished goods.

NZ$000
Ingredients and work in progress
Finished goods
Packaging
Inventories

2022
1,584
766
258
2,608

2021
1,024
-
192
1,216

During the year inventories of NZ$103,976,000 (2021: NZ$108,204,000) were recognised as an expense in Cost of sales.

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

7. Trade and Other Payables

Trade and other payables are recognised at the amount invoiced by the supplier, or the estimated amount where the cost
is accrued.

NZ$000
Trade payables
Other payables
Accrued expenses
Trade and other payables

8. Other Current Liabilities

2022
11,965
384
651
13,000

2021
11,302
58
758
12,118

Liabilities for wages and salaries and annual leave are recognised at the amounts expected to be paid when the liabilities
are settled.

NZ$000
Accrued wages and salaries
Annual leave
Employee benefits
Dividend withholding tax
Other liabilities
Other current liabilities

2022
279
627
906
-
183
1,089

2021
943
550
1,493
143
344
1,980

EMPLOYEE BENEFITS
In May 2022 the Board approved an Employee Share Ownership Scheme (ESOS) and a Long-Term Incentive scheme (LTI) for the
year ending 31 March 2023. The restricted share rights and the performance share rights will be granted to participants following
the announcement of the Group’s financial results for the year ended 31 March 2022. The key features of the schemes are as follows:

ESOS
Permanent employees working at least 30 hours per week are eligible to participate in the ESOS. Under the scheme, participants
are awarded restricted share rights of $3,000 annually. The rights vest after two years, subject to participants continued employment
with the Group.

LTI
The Senior Leadership Team and certain Key Operational Leaders are eligible to participate in the LTI. Under the scheme,
participants are awarded performance share rights based on a percentage of their base salary. For the FY23 scheme the rights vest
after two years, subject to achievement of the following performance measures:

• 50% of the rights vest based on continued employment with the Group,

• 50% of the rights vest based on continued employment with the Group and the relative Total Shareholder Return (TSR) compared

to the companies included the NZX 50.

The Board has indicated that for future grants under the LTI, if any, the vesting period would be increased to 3 years as the scheme
becomes more established.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Long-Term Assets

9. Property, Plant and Equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses.
Cost includes the purchase consideration and those costs attributable to bringing the asset to the location and condition
necessary for its intended use. Subsequent costs are capitalised only when it is probable the future economic benefits
associated with the item will flow to the Group. The carrying amount of any replaced part is derecognised. All other repairs
and maintenance costs are recognised as an expense when they are incurred.

Gains or losses on disposals are calculated by comparing the sales proceeds with the carrying amount, and are recognised
in profit or loss.

Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value, over its useful
economic life. Residual values and useful lives are reviewed, and adjusted if required, each financial year.

The depreciation rates for each class of property, plant and equipment are as follows:

• Motor vehicles
•
•
• Computers

Plant and machinery
Furniture, fixtures and fittings

21% - 25%
8% - 67%
13% - 67%
50% - 67%

NZ$000
Cost
At 1 April 2021
Additions
Disposals
At 31 March 2022

Accumulated depreciation
At 1 April 2021
Depreciation
Disposals
At 31 March 2022

Motor
vehicles

Plant and
machinery

Furniture,
fittings and
equipment

Computers

Total

412
-
(23)
389

293
34
(18)
309

2,779
680
(13)
3,446

838
355
-
1,193

1,852
24
(5)
1,871

913
102
(5)
1,010

526
192
(7)
711

407
132
(6)
533

5,569
896
(48)
6,417

2,451
623
(29)
3,045

Net book value at 31 March 2022

2,253

861

178

3,372

Cost
At 1 April 2020
Additions
Disposals
At 31 March 2021

Accumulated depreciation
At 1 April 2020
Depreciation
Disposals
At 31 March 2021

Net book value at 31 March 2021

2,565
432
(218)
2,779

746
301
(209)
838

1,941

1,824
84
(56)
1,852

770
195
(52)
913

939

476
136
(86)
526

374
115
(82)
407

119

5,283
674
(388)
5,569

2,142
674
(365)
2,451

3,118

418
22
(28)
412

252
63
(22)
293

119

FINANCIAL STATEMENTS

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

10. Intangible Assets

The significant intangible assets recognised by the Group are goodwill, brands and software assets.

Goodwill
Goodwill represents the premium paid by the Group over the fair value of the Group’s share of net identifiable assets of an
acquired subsidiary at the date of acquisition. Goodwill is initially measured at cost and subsequently measured at cost less
accumulated impairment losses, if any. Goodwill is not amortised.

Brands
Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as part of a business
combination. A brand is determined to have an indefinite life where there is an intention to maintain and support the brand
for an indefinite period. Indefinite life brands are not amortised, they are subsequently measured at cost less accumulated
impairment losses, if any.

Software assets
Software assets, both purchased and internally developed, are capitalised provided there is an identifiable asset, controlled by
the Group, that will generate future economic benefits through supporting revenue generation or cost savings. Subsequent costs
are capitalised if they extend the useful life or enhance the functionality of the asset. Software assets are amortised on a straight-
line basis over their estimated useful lives (using amortisation rates of 14% - 50%). Amortisation is included in Indirect expenses.

Impairment testing
Goodwill and indefinite life brands are tested for impairment annually, or more frequently if there is an indicator of impairment.
Software assets are tested for impairment when an indicator of impairment exists.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022NZ$000
Cost
At 1 April 2020 (Restated)
Additions
Transfers
Disposals
At 31 March 2021 (Restated)

Accumulated amortisation
At 1 April 2020 (Restated)
Amortisation
Disposals
At 31 March 2021 (Restated)

Goodwill

Brands

Software

63,631
-
-
-
63,631

18,357
-
-
-
18,357

-
-
-
-

3,195
5
1,798
(1,378)
3,620

1,671
1,361
(1,370)
1,662

Software
WIP

696
2,002
(1,798)
-
900

-
-
-
-

Other

Total

5,261
-
-
-
5,261

5,261
-
-
5,261

91,140
2,007
-
(1,378)
91,769

6,932
1,361
(1,370)
6,923

Net book value at 31 March 2021
(Restated)

63,631

18,357

1,958

900

84,846

NZ$000
Cost
At 1 April 2021 (Restated)
Additions
Transfers
At 31 March 2022

Accumulated amortisation
At 1 April 2021 (Restated)
Amortisation
At 31 March 2022

Goodwill

Brands

Software

63,631
-
-
63,631

18,357
-
-
18,357

-
-

-
-
-

3,620
131
2,480
6,231

1,662
1,940
3,602

Software
WIP

900
1,852
(2480)
272

-
-
-

Other

Total

5,261
-
-
5,261

5,261
-
5,261

91,769
1,983
-
93,752

6,923
1,940
8,863

Net book value as at 31 March 2022

63,631

18,357

2,629

272

84,889

FINANCIAL STATEMENTS

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

IMPAIRMENT TESTING

The recoverable amount of the Group, which is a single cash-generating unit, was determined on a value-in-use basis using
a discounted cash flow methodology.

The model uses a 5-year cash flow forecast based on the budget for the financial year ending 31 March 2023 approved by
the Board. Cash flows for years two to five have been prepared based on growth expectations for the core meal kit business in
its current state, without inclusion of strategic growth initiatives.

The key assumptions in the cash flow forecast are revenue growth (estimated based on number of deliveries and average order
value), ingredients price inflation and operational performance. The values attributed to the key assumptions are based on past
performance and current market information including, where negotiated, contracted prices for ingredients.

The long-term growth rate applied to the forecast cash flows after year 5 is 2.0% (2021: 2.0%). This reflects the expected long-term
economic growth rate in New Zealand.

The discount rate used in the model is 8.5% (2021: 6.8%).

The impairment test does not result in an impairment of goodwill or indefinite life brands. Reasonably possible changes in key
assumptions do not result in impairment of goodwill or indefinite life brands.

11. Leases

Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of the future lease payments over
the term of the lease. If the rate implicit in the lease is not readily determinable, the lease payments are discounted using the
Group’s incremental borrowing rate at the lease commencement date. The lease term is the non-cancellable period plus rental
renewal options that are determined to be reasonably certain to be exercised. Once the lease has commenced, the Group only
reassesses the lease term on occurrence of a significant event or change in circumstance that is within its control and affects its
ability to exercise, or not exercise a renewal option in the contract.

Right-of-use assets
Right-of-use assets are initially measured at the amount of the lease liability at commencement date plus direct costs incurred
in establishing the lease and an estimate of costs required to dismantle and remove the underlying asset or to restore the
underlying asset.

Right-of-use assets are depreciated on a straight-line basis over the lease term, unless the useful life of the asset is less than
the lease term, or if the Group will own the asset at the end of the lease term. In these circumstances the right-of-use asset is
depreciated over the useful life of the asset.

The Group enters into lease arrangements for property, and plant and machinery. Leases of property have lease terms between two
and ten years, plant and machinery have terms between three and five years. Changes to the lease payments are renegotiated at
periods specified in the contracts and are usually based on the consumer price index or market rental rates. The Group has elected
not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases. These lease costs are
recognised as an expense as incurred.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Information about right-of-use assets is shown below.

NZ$000
Property
Plant and machinery
Motor vehicles
Right-of-use assets

2022

2021

Net book
value
6,029
240
-
6,269

Depreciation
charge
2,369
189
-
2,558

Net book
value
8,418
200
-
8,618

Depreciation
charge
2,410
130
14
2,554

Additions to right-of-use assets during the year were NZ$232,000 (2021: NZ$4,587,000).

Amounts recognised in the Statement of Comprehensive Income

NZ$000
Interest on lease liabilities
Expense relating to short-term leases and low value assets

2022
328
151

2021
496
204

Lease liabilities
Total cash payments for leases during the year was NZ$2,885,000 (2021: NZ$2,647,000).

Leases not yet commenced
The lease of the Group’s new assembly and distribution site in Christchurch commenced in April 2022. The total cash payments over
the non-cancellable lease term is NZ$8,322,000, of which $760,000 is due within 12 months of balance date.

At 31 March 2022 the Group has entered into leases for machinery that have not yet commenced. The total cash payments over the
non-cancellable lease terms of these leases is NZ$231,000.

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

Funding and Equity

12. Share Capital and Dividend
The Group completed an Initial Public Offering (IPO) and listed on the NZX Main Board and the Australian Securities Exchange
(ASX) on 5 March 2021.

SHARE CAPITAL

Fully paid ordinary shares
At 1 April
Share split
Primary issuance
Issuance on vesting of share options
Tax on share options vested
Offer costs
At 31 March

2022

2021

NZ$000
59,336
-
-
-
-
-
59,336

Number
(000s)
242,438
-
-
-
-
-
242,438

NZ$000
1,000
-
54,841
2,198
3,343
(2,046)
59,336

Number
(000s)
100
201,600
29,644
11,094
-
-
242,438

All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as
declared by the Board and are entitled to one vote per share. All shares rank equally in any surplus on winding up of the Group.

DIVIDENDS

A liability to pay a dividend is recognised when the distribution is declared by the Board. A corresponding amount is recognised
directly in equity.

Interim dividend for 2021 (Pre IPO)
Final dividend for 2021 (Pre IPO)
Interim dividend for 2022 – 3.0 cents per share
Dividends paid

2022
-
-
7,295
7,295

2021
6,288
7,061
-
13,349

The imputation credit account balance as at 31 March 2022 is NZ$481,000 (2021: NZ$500).

Dividend declared after the reporting period
On 19 May 2022 the Board declared a fully imputed final dividend of 4.0 cents per share, to be paid on 16 June 2022 to
shareholders on the company’s register on 1 June 2022.

CAPITAL MANAGEMENT
The Group’s capital includes share capital and retained earnings. The objective of the Group’s capital management is to maintain a
strong capital base to support investor and market confidence and the future growth of the business. To manage the capital structure,
the Group may adjust the proportion of earnings paid to shareholders, return capital to shareholders, issue new shares or amend
capital spending plans.

The Group is not subject to externally imposed capital requirements.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 202213. Borrowings

Borrowings are initially measured at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised costs using the effective interest method.

The Group’s net debt position is shown below.

NZ$000
Bank loan – non-current
Total borrowings
Less: cash and cash equivalents
Net (cash)/debt

2022
3,411
3,411
(5,913)
(2,502)

A reconciliation of the changes in borrowings to the proceeds and repayments of borrowings presented in the Statement of
Cash Flows is shown below.

NZ$000
Total borrowings at 1 April
Proceeds from borrowings
Repayments of borrowings
Non-cash change in deferred finance costs
Total borrowings at 31 March

Funding arrangements
The Group’s funding arrangements are shown below.

NZ$000
Revolving credit facility – drawn down
Revolving credit facility – undrawn
Total revolving credit facility
Bank overdraft – undrawn
Total facilities

2021
15,864
15,864
(1,599)
14,265

2021
16,554
67,095
(68,095)
310
15,864

2022
15,864
8,000
(20,500)
47
3,411

2022
3,500
31,500
35,000
5,000
40,000

2021
16,000
19,000
35,000
5,000
40,000

The revolving credit facility of NZ$35,000,000 expires on 5 March 2024. The amount drawn down is secured over current and
future accounts receivables and other property, plant and equipment of the Group. The interest rate on the revolving credit facility
comprises base rate (BKBM rate) plus a margin of 1.74%.

The Group was in compliance with its banking covenants during the year and at 31 March 2022.

FINANCIAL STATEMENTS
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

14. Financial Risk Management

The objective of the Group’s risk management framework is to appropriately identify and manage risks within acceptable levels.
Risk management policies and procedures are reviewed regularly to ensure they reflect changes in market conditions and the
Group’s activities.

The financial risks that impact the Group are liquidity risk and interest rate risk and credit risk.

LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulties in meeting its financial commitments as they fall due. The Group
manages its liquidity risk by maintaining a level of undrawn credit facilities and a spread of maturity dates.

The table below shows the timing of the gross contractual cash flows of the Group’s financial liabilities.

NZ$000
Bank loan
Lease liabilities
Trade and other payables
Financial liabilities

Carrying
amount
3,411
7,598
13,000
24,009

Carrying
amount
15,864
10,006
12,118
37,988

Contractual
cash flows
3,500
7,880
13,000
24,380

Contractual
cash flows
16,000
10,522
12,118
38,640

2022
3 months
or less
-
591
13,000
13,591

2021
3 months
or less
-
697
12,118
12,815

3 to 12
months
-
1,613
-
1,613

3 to 12
months
-
2,099
-
2,099

1 to 5
years
3,500
5,676
-
9,176

1 to 5
years
16,000
7,726
-
23,726

INTEREST RATE RISK
Interest rate risk is the impact of changes in interest rates on the financial results. The Group manages its interest rate risk through
the use of interest rate swaps where appropriate, based on the amount and tenure of the Group’s borrowing requirements.

The following table shows the effect on profit or loss and equity at reporting date of a reasonably possible change in interest rates.
A change in interest rates would impact the floating rate interest payments on the Groups borrowings held at reporting date.

NZ$000
50 basis point (2021: 10 basis point) increase
10 basis point decrease

2022

2021

Equity
(19)
4

Profit
(19)
4

Equity
(4)
4

Profit
(4)
4

In the year ended 31 March 2021, the Group had an interest rate swap agreement in place for a notional amount of
NZ$15,000,000. Under this arrangement the Group paid a fixed rate of interest of 2.785% and received a variable interest rate.
The interest rate swap matured on 30 September 2021.

CREDIT RISK
Credit risk is the risk of loss due to customers not paying amounts owed. The Group’s exposure to credit risk is managed through
the Group’s operating model, where payment for the goods is typically received in advance of delivery. Refer to Note 5 Trade and
Other Receivables for details of the level of provision for impairment of trade receivables at reporting date.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
Other Notes

15. Taxation

Tax expense comprises current and deferred tax. Tax expense is recognised in the Statement of Comprehensive Income.
The tax consequence of items recognised directly in equity is also recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted
at the reporting date, and any adjustment to tax payable in respect of a previous year.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and those for tax purposes. Deferred tax is measured at the tax rate that is expected to apply to the
temporary differences when they reverse, based on laws that have been enacted or substantially enacted at the reporting date.

Deferred tax is not recognised on the initial recognition of goodwill, or the initial recognition of assets and liabilities in a
transaction that affects neither accounting nor taxable profit.

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the
temporary differences can be utilised.

Tax expense

NZ$000
Current period
Adjustments for prior periods
Current tax expense

Origination and reversal of temporary differences
Recognition of previously unrecognised tax losses
Deferred tax expense

Income tax expense

Reconciliation of effective tax rate

NZ$000
Profit before tax

Prima facie income tax expense at 28% on profit before tax
Under provided in prior year
Non-deductible expenses
Income tax expense

2022
7,739
(213)
7,526

274
-
274

2021
6,401
46
6,447

74
6
80

7,800

6,527

2022
27,807

7,786
-
14
7,800

2021
8,969

2,511
46
3,970
6,527

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

Deferred tax

Deferred tax assets and liabilities are attributed to the following:

NZ$000
Property, plant and equipment
Leases and right-of-use assets
Prepayments
Intangible assets
Derivatives
Accruals and provisions
Tax losses carried forward
Net deferred tax liability

NZ$000
Property, plant and equipment
Leases and right-of-use assets
Intangible assets
Derivatives
Accruals and provisions
Tax losses carried forward
Net deferred tax liability

At 1 April 2021
(52)
373
-
(5,140)
50
481
6
(4,282)

Recognised in the Statement
of Comprehensive Income
277
(16)
(265)
-
(50)
(220)
-
(274)

At 1 April 2020
197
354
(5,140)
139
236
6
(4,208)

Recognised in the Statement
of Comprehensive Income
(249)
19
-
(89)
245
-
(74)

At 31 March 2022
225
357
(265)
(5,140)
-
261
6
(4,556)

At 31 March 2021
(52)
373
(5,140)
50
481
6
(4,282)

16. Related Party Transactions
The transactions with related parties that were entered into during the year, and the year-end balances that arose from those
transactions are shown below.

KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel comprise members of the Board and members of the Senior Leadership Team (SLT).

NZ$000
Short-term employee benefits
Share-based payment transactions
Directors’ remuneration
Key management personnel remuneration

2022
2,269
-
420
2,689

2021
2,191
202
289
2,682

A Senior Executive Incentive Scheme was established in February 2021 for certain members of the SLT. Under this scheme the
eligible participants would be offered a number of share rights, subject to the achievement of certain performance hurdles.
No expense was recognised in relation to this scheme during the year because the performance hurdle, which required the Group
to outperform the EBITDA performance for the year ended 31 March 2022 presented in the Prospective Financial Information (PFI)
by a prescribed amount, was not expected to be met.

TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR
Transactions with related parties are at a discount to normal terms and conditions.

NZ$000
Key management personnel
Sale of goods

2022

2021

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 202217. Operating Cash Flow Reconciliation

The reconciliation of net profit before tax to net cash flows from operations is shown below:

NZ$000
Net profit before tax
Adjustments for non-cash items
Depreciation and amortisation
Non-cash change in deferred finance costs
Loss on sale of property, plant and equipment
Derivative financial instruments
Share-based payment expense

Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase) in inventories
Decrease/(increase) in prepayments
Increase in trade and other payables
Increase/(decrease) in deferred revenue
(Decrease)/increase in other current liabilities

Income tax paid
Offer costs not included in operating activities
Net cash flows from operating activities

18. Contingent Liabilities

The Group has no contingent liabilities (2021: Nil)

19. Capital Commitments

The Group has capital commitments of NZ$61,000 (2021: NZ$35,000).

2022
27,807

5,121
47
9
(179)
-

(58)
(1,392)
369
882
1,322
(749)

(3,645)
-
29,534

Restated
2021
8,969

4,589
310
(15)
(318)
359

1,077
(108)
(482)
422
(2,396)
1,092

(3,858)
14,115
23,756

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

20. Comparison to Prospective Financial Statements

STATEMENT OF COMPREHENSIVE INCOME

NZ$000
Income
Cost of sales
Gross profit

Marketing expenses
Financing expenses
Indirect expenses
Other income
Net profit before tax

Income tax expense
Net profit after tax

Total comprehensive income

Earnings per share
Basic and diluted earnings per share

EXPLANATION OF VARIANCES
The key variances to PFI are:

Reported
2022
193,954
(141,282)
52,672

(4,804)
(1,079)
(19,130)
148
27,807

(7,800)
20,007

Unaudited
Prospective*
2022
186,382
(132,591)
53,791

(4,784)
(1,088)
(20,063)
-
27,856

(7,800)
20,056

20,007

20,056

NZ$

0.08

NZ$

0.08

•

Higher income due to higher average order value driven by introduction of the Kitchen and price increases to recover
ingredient cost inflation.

Higher cost of sales due to ingredient cost inflation and higher assembly and distribution costs associated with operating
during the COVID-19 pandemic.

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022STATEMENT OF CHANGES IN EQUITY

Reported 2022

NZ$000
At 1 April 2021
Net profit for the year
Total comprehensive income for the year
Dividend
At 31 March 2022

Prospective (unaudited)* 2022

NZ$000
At 1 April 2021
Net profit for the year
Total comprehensive income for the year
Dividend
At 31 March 2022

EXPLANATION OF VARIANCES
The key variances to PFI are:

Share capital
59,336
-
-
-
59,336

Other
shareholder
contributions
-
-
-
-
-

Retained
earnings
(5,138)
20,007
20,007
(7,295)
7,574

Share-based
payment
reserve
-
-
-
-
-

Share capital
59,373
-
-
-
59,373

Other
shareholder
contributions
-
-
-
-
-

Retained
earnings
(6,712)
20,056
20,056
(6,400)
6,944

Share-based
payment
reserve
-
-
-
-
-

Total
equity
54,198
20,007
20,007
(7,295)
66,910

Total
equity
52,661
20,056
20,056
(6,400)
66,317

•

Higher retained earnings brought forward at 1 April 2021 due to higher earnings than forecast in the year ended
31 March 2021.

•

Higher interim dividend paid in December 2021.

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

FINANCIAL STATEMENTSNotes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022

STATEMENT OF FINANCIAL POSITION

NZ$000
ASSETS
Current
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
Total current assets
Non-current
Property, plant and equipment
Intangible assets
Right-of-use assets
Other receivables
Total non-current assets
Total assets
LIABILITIES
Current
Trade and other payables
Deferred revenue
Lease liabilities
Borrowings
Derivative financial liabilities
Other current liabilities
Tax liability
Total current liabilities
Non-current
Lease liabilities
Borrowings
Deferred tax liability
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital
Retained earnings
Total equity

Reported
2022

Unaudited
Prospective*
2022

5,913
570
2,608
1,799
10,890

3,372
84,889
6,269
248
94,778
105,668

13,000
4,004
2,022
-
-
1,089
4,850
24,965

5,576
3,411
4,556
250
13,793
38,758
66,910

59,336
7,574
66,910

-
1,284
1,527
1,935
4,746

3,553
84,432
6,117
250
94,352
99,098

8,722
4,002
1,952
150
395
1,255
4,947
21,423

5,501
1,109
4,498
250
11,358
32,781
66,317

59,373
6,944
66,317

EXPLANATION OF VARIANCES
The key variances to PFI are:

• Higher net cash earned from operating activities used to repay borrowings.

•

Higher inventories due to ingredient cost inflation and an increase in inventory holding as a response to operating during the
COVID-19 pandemic.

• Higher trade payables due to ingredient cost inflation.

•

Lower supplier rebates receivable (presented in Trade and other receivables) and higher trade payables due to changes in
trading terms following supplier contract renegotiations during the year ended 31 March 2021.

This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022STATEMENT OF CASH FLOWS

FINANCING ACTIVITIES
Cash was provided from:
Proceeds from borrowings
Cash was applied to:
Principal payments on leases
Dividends paid
Repayment of borrowings
Net cash flows from financing activities

Net increase / (decrease) in cash flows
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year

EXPLANATION OF VARIANCES
The key variances to PFI are:

Reported
2022

Unaudited
Prospective*
2022

194,958
59
40

(160,667)
(1,211)
(3,645)
29,534

186,931

(155,581)
(1,041)
(3,759)
26,550

(896)
(1,983)
(2,868)

(1,076)
(1,638)
(2,714)

8,000

(2,557)
(7,295)
(20,500)
(22,352)

4,314
1,599
5,913

(2,448)
(6,400)
(23,797)
(32,645)

(8,809)
8,659
(150)

•

Higher net cash inflows from operating activities due to higher average order value.

•

Lower net cash outflows from financing activities as the higher net cash earned from operating activities was used to
repay borrowings.

This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

FINANCIAL STATEMENTS

Independent Auditor’s Report
FOR THE YEAR ENDED 31 MARCH 2022

Information other than the financial statements and auditor’s report

In our opinion, the consolidated financial statements on pages 38 to 63 present fairly, in all material respects, the consolidated
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
financial position of the Group as at 31 March 2022 and its consolidated financial performance and cash flows for the year then
required to communicate the matter to those charged with governance and, if uncorrected, to take
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
appropriate action to bring the matter to the attention of users for whom our auditor’s report was
Reporting Standards.
prepared.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the
Those charged with governance responsibilities for the financial statements
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair
shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced
BASIS FOR OPINION
Disclosure Regime, and for such internal control as those charged with governance determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
whether due to fraud or error.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance
In preparing the financial statements, those charged with governance are responsible for assessing on
Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance
behalf of the entity the Foundation’s ability to continue as a going concern, disclosing, as applicable,
Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
matters related to going concern and using the going concern basis of accounting unless those charged
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
with governance either intend to liquidate the Foundation or cease operations, or have no realistic
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners
alternative but to do so.
and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business
of the Group.
Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
KEY AUDIT MATTERS
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial
audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect
statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
matter below, our description of how our audit addressed the matter is provided in that context.
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of
decisions of users taken on the basis of these financial statements.
the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed
to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,
A further description of our responsibilities for the audit of the financial statements is located at the
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-
consolidated financial statements.
practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.

Chartered Accountants
Auckland
27 September 2019

A member firm of Ernst & Young Global Limited

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

Information other than the financial statements and auditor’s report

How our audit addressed the key audit matter

Those charged with governance are responsible for the Annual Report, which includes information other
than the financial statements and auditor’s report which is expected to be made available to us after the
date of this auditor’s report.
REVENUE
Our opinion on the financial statements does not cover the other information and we do not express any
Why significant
form of assurance conclusion thereon.
The Group’s principal revenue stream is the sale of meal kits.
Revenue is recognised at the time of delivery of the meal kit.
In connection with our audit of the financial statements, our responsibility is to read the other
Revenue is presented net of any sales discounts.
information and, in doing so, consider whether the other information is materially inconsistent with the
As customers pay for meal kits in advance of delivery, revenue
financial statements or our knowledge obtained during the audit, or otherwise appears to be materially
recognition is deferred until delivery of the meal kits. As a result,
misstated.
at balance date, cash received in relation to undelivered meal
kits is deferred on the statement of financial position and presented
as a liability.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
The volume of meal kits sold and the receipt of cash in advance
required to communicate the matter to those charged with governance and, if uncorrected, to take
of delivery increases the likelihood that revenue is recorded in the
appropriate action to bring the matter to the attention of users for whom our auditor’s report was
incorrect period.
prepared.
Disclosures in relation to the Group’s revenue are included in
Note 1 to the consolidated financial statements.
Those charged with governance responsibilities for the financial statements

In obtaining sufficient appropriate audit evidence, we:
• used data analytical techniques to assess the correlation

• analysed credit notes issued subsequent to balance date to
assess whether these indicated that revenue was incorrectly
recognised in the 2022 financial year; and

balance at year end by reference to deliveries subsequent
to balance date;

• considered the adequacy of the associated disclosures

• validated a sample of cash receipts related to revenue

• assessed the appropriateness of the deferred revenue

between revenue, deferred revenue and cash;

in the consolidated financial statements.

transactions;

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT
presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced
The directors of the Company are responsible for the annual report, which includes information other than the consolidated financial
Disclosure Regime, and for such internal control as those charged with governance determine is
statements and auditor’s report.
necessary to enable the preparation of financial statements that are free from material misstatement,
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
whether due to fraud or error.
of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
In preparing the financial statements, those charged with governance are responsible for assessing on
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
behalf of the entity the Foundation’s ability to continue as a going concern, disclosing, as applicable,
knowledge obtained during the audit, or otherwise appears to be materially misstated.
matters related to going concern and using the going concern basis of accounting unless those charged
with governance either intend to liquidate the Foundation or cease operations, or have no realistic
If, based upon the work we have performed, we conclude that there is a material misstatement of this other information,
alternative but to do so.
we are required to report that fact. We have nothing to report in this regard.

Auditor’s responsibilities for the audit of the financial statements
DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial Reporting
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
Standards, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
are free from material misstatement, whether due to fraud or error.
audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect
In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the Group’s ability
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.
decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.

Chartered Accountants
Auckland
27 September 2019

A member firm of Ernst & Young Global Limited

FINANCIAL STATEMENTS

Independent Auditor’s Report (continued)
FOR THE YEAR ENDED 31 MARCH 2022

Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other
than the financial statements and auditor’s report which is expected to be made available to us after the
date of this auditor’s report.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our opinion on the financial statements does not cover the other information and we do not express any
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
form of assurance conclusion thereon.
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on
Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
In connection with our audit of the financial statements, our responsibility is to read the other
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
information and, in doing so, consider whether the other information is materially inconsistent with the
of users taken on the basis of these consolidated financial statements.
financial statements or our knowledge obtained during the audit, or otherwise appears to be materially
misstated.
A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting
Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
This description forms part of our auditor’s report.
required to communicate the matter to those charged with governance and, if uncorrected, to take
The engagement partner on the audit resulting in this independent auditor’s report is Brent Penrose.
appropriate action to bring the matter to the attention of users for whom our auditor’s report was
prepared.

EY Sig.pdf 1 19/05/21 2:22 PM

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair
Chartered Accountants
presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced
Disclosure Regime, and for such internal control as those charged with governance determine is
Auckland
necessary to enable the preparation of financial statements that are free from material misstatement,
19 May 2022
whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on
behalf of the entity the Foundation’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless those charged
with governance either intend to liquidate the Foundation or cease operations, or have no realistic
alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

Chartered Accountants
Auckland
27 September 2019

A member firm of Ernst & Young Global Limited

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022

OTHER INFORMATION

Other Information

Corporate Governance
Statement

Other Disclosures

Directory

Key Dates

Corporate Governance Statement

The Board of My Food Bag Group Limited (Company) and its subsidiary (collectively, My Food Bag) are responsible for the
overall management of My Food Bag and aim to promote and achieve high standards of corporate governance, consistent with
the size and nature of My Food Bag’s operations.

The objective of strong corporate governance at My Food Bag is to lay the foundation for a culture that is open, transparent and
inclusive, and which develops capability, seeks out new opportunities and drives good decision-making, in turn creating long-term,
sustainable value for shareholders.

This Corporate Governance Statement provides an overview of My Food Bag’s current corporate governance framework, which
primarily takes into consideration contemporary corporate governance standards in New Zealand. It is therefore structured in the
same manner as the NZX Corporate Governance Code (NZX Code) and discloses the extent to which My Food Bag has followed
the recommendations in the NZX Code. The Board’s view is that (unless specifically stated) My Food Bag generally complies in all
material respects with the principles and recommendations set out in the NZX Code.

This statement was approved by the Board on 19 May 2022 and is current as at that date.

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.”

CODE OF ETHICS
My Food Bag expects its people to behave ethically and act with integrity. It has adopted a written Code of Ethics with which
all of its Directors and employees are required to comply. This Code does not include an exhaustive list of what is or is not acceptable
behaviour at My Food Bag – rather, it is intended to facilitate decisions and promote ethical standards that are
consistent with My Food Bag’s business standards, reputation, objectives and legal obligations.

The Code of Ethics (taken together with My Food Bag’s other internal policies and charters) includes the content specified in
Recommendation 1.1 of the NZX Code and will be reviewed by the Board at least every two years. It is currently structured
to include certain fundamental requirements for ethical behaviour generally, alongside a number of more targeted areas,
including the management of conflicts of interest, protection of My Food Bag’s assets and information, reporting of unlawful
or unethical behaviour, confidentiality and pursuit of corporate opportunities. Since My Food Bag’s last corporate governance
statement, the Code of Ethics was updated to reference My Food Bag’s inaugural modern slavery statement, recognising that
My Food Bag has a zero tolerance for modern slavery practices within its own operations and in its supply chain.

The Code of Ethics is readily available to all employees at My Food Bag. In addition, every new Director and employee of
My Food Bag is provided with a copy of the Code of Ethics as part of their induction to the business. Any breaches of the Code
of Ethics are required to be addressed promptly, dealt with consistently and handled by senior management and/or the Board,
as appropriate. The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set out in the Code
and My Food Bag’s separate Whistleblowing Policy.

The Code of Ethics is available to view on the My Food Bag investor website.

SECURITIES TRADING POLICY
My Food Bag has a Securities Trading Policy that details the Company’s trading policy and guidelines, including the restrictions on
trading in the Company’s securities. It applies to all Directors, employees and contractors of My Food Bag. The requirements imposed
by the policy are separate from, and in addition to, the legal prohibitions on insider trading.

The Securities Trading Policy places additional restrictions on certain “restricted persons” which includes the Directors, the Chief
Executive Officer (CEO), the members of the Senior Leadership Team and their direct reports. These restricted persons are generally
prohibited from trading in the Company’s securities during prescribed “blackout” periods. Outside of these blackout periods, the
restricted persons are generally permitted to trade with the prior written consent of the Chief Financial Officer (CFO) (and subject
always to compliance with underlying insider trading laws).

The Securities Trading Policy is available to view on the My Food Bag investor website.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Principle 2 – Board Composition and Performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

BOARD CHARTER
The role of the Board is to provide overall strategic direction to My Food Bag and effective management for the purpose of protecting
and enhancing the value of My Food Bag and its assets. The Board has legal responsibility for managing the business and affairs
of the Company, which, in practice, is substantially achieved through delegation to the CEO, who is charged with the day-to-day
operational leadership and management of the business (and who subdelegates certain functions to other members of the Senior
Leadership Team, subject to certain limitations and qualifications).

The Board operates under a written Board charter, which sets out the role, responsibilities, composition, structure and approach of
the Board. The charter provides guidance for the effective oversight and monitoring of the operational management of My Food Bag
on behalf of shareholders, employees and other stakeholders. The charter distinguishes and discloses the respective roles and
responsibilities of the Board and management – in this regard, Directors are generally free to discuss business matters with the
Senior Leadership Team, but they are expected to respect the distinction between Board and management responsibilities.

A copy of the Board charter is available to view on the My Food Bag investor website.

NOMINATION AND APPOINTMENT OF DIRECTORS
The appointment of directors to the Board is principally governed by the Companies Act 1993, the Company’s constitution and
the NZX Listing Rules. The Board has delegated to the Nomination and Remuneration Committee the responsibility to make
recommendations to the Board for nomination as members of the Board and its committees and the terms, if any, of such membership.

This Committee is governed by its own written charter. It is responsible for identifying individuals believed to be qualified to become
Board members, and to recommend to the Board the nominees to stand for election as directors at the annual shareholders’ meeting.
If a casual vacancy arises, the Committee recommends to the Board an individual to fill such vacancy. In nominating candidates,
the Committee may consider a range of factors and attributes, including any terms of reference for the Directors from time to time.
The Committee is also responsible for reviewing nominations from shareholders and providing recommendations to the Board in
respect of such nominations.

The Company enters into written agreements with each of its Directors establishing the terms and conditions of their appointment,
including in relation to their duties, term of appointment (subject to shareholder approval) and expectations of the role and
remuneration. In addition, the Company indemnifies and arranges insurance for its Directors in accordance with applicable laws
for certain claims which may be brought against them as directors.

Under the NZX Listing Rules, a director must not hold office (without re-election) past the third annual shareholders’ meeting following
that director’s appointment or three years, whichever is longer. From time to time certain Directors may also retire early and seek
reappointment at an annual shareholders’ meeting, so as to effectively stagger the appointment of Directors and better preserve
continuity by avoiding a scenario where all or a majority of the Directors are required to retire at the same meeting.

OTHER INFORMATION
Corporate Governance Statement (continued)

DIRECTORS
The Board currently comprises five Directors: an independent Chair, Tony Carter; three independent non-executive Directors,
Sarah Hindle, Jen Bunbury and Jon Macdonald; and one non-executive Director, Chris Marshall. A profile highlighting the
experience of each Director, including his or her length of service with My Food Bag, is available on My Food Bag’s website
and included in the Board of Directors section of the Annual Report.

Directors are chosen for their corporate leadership skills, professional backgrounds, experience and expertise. The right blend of
skills and experience, combined with a diversity of perspectives, is crucial for the Board to be able to create value for My Food Bag’s
shareholders over the long term. The current balance of skills, experience, tenure and diversity on the Board is summarised below:

Experience

Skills

Tenure

Diversity

Board skills, experience,
tenure and diversity

Banking and finance
Legal and regulatory
Technology
Consumer business
Grocery
Investment and M&A

Financial acumen
Governance and compliance
Strategy and risk
Grocery supply chain and logistics
Customer experience and agri-tech
E-commerce
Investor relations

3 to 6 years

Less than 3 years

Female

Male

40%

60%

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the
interests of shareholders. All Directors currently own shares (either directly or through a related entity or trust), and those relevant
interests are included in the Other Disclosures section of the Annual Report.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
For the year ended 31 March 2022

Board meetings
available to
attend

Number
attended

ARC1 meetings
available to
attend

Number
attended

NRC2 meetings
available to
attend

Number
attended

Chris Marshall

Tony Carter

Jon Macdonald

Sarah Hindle

Jen Bunbury

1. Audit and Risk Committee.

2. Nomination and Remuneration Committee.

During FY22, members of the Board also provided more informal oversight and strategic support to management at different times to
help assess the impacts of COVID-19 on My Food Bag’s business and its response as an essential service, including during the recent
Omicron outbreak.

DIVERSITY
My Food Bag aims to cultivate an environment where all of its people enjoy coming to work and contributing to the collective success
of the business. It is committed to creating an open workplace where every team member is welcomed, supported and inspired, and
where diversity is celebrated at all levels of the business. To do this, My Food Bag actively seeks to remove perceived or tangible
barriers to becoming part of the My Food Bag team and provides equal opportunities based on performance and potential.

My Food Bag has a written Inclusion and Diversity Policy that is available on the My Food Bag investor website. The guiding
principles of this policy include to: encourage diversity throughout the workforce; create a flexible and inclusive work environment;
leverage diversity of thought and individuality; ensure the behaviour of My Food Bag’s leaders reflects its values; attract and retain
talented people; and maintain a zero tolerance for bullying and harassment. This policy will be reviewed by the Board as required
and at least every two years.

Diversity and inclusion has been a hallmark of My Food Bag’s values since its inception, reflecting the values and expectations of the
founders of the business. These values are formalised in the written policy. The Board is generally comfortable with My Food Bag’s
core statistics with regards to diversity and inclusion, albeit it recognises there are always opportunities to further improve My Food
Bag’s workplace, including through new programmes and initiatives designed to target particular aspects of diversity and inclusion.

During FY22, the focus for management has been on supporting its people through further lockdowns and periods of isolation in
response to the pandemic. For many parts of My Food Bag, this has increased the opportunities for flexible working arrangements,
including remote working. This flexibility is expected to remain a feature of My Food Bag’s overall employment proposition going
forward, helping the business to recruit and retain employees from a diverse range of backgrounds and circumstances.

In FY23, as part of a broader focus on people and culture, My Food Bag will be considering whether there are new opportunities
to promote and advance diversity and inclusion, and whether to introduce any more formal measurable objectives for achieving
diversity that are reflective of My Food Bag’s values. As part of this, My Food Bag intends to review the extent of any gender pay
gap evident in the organisation and what steps the business can take to continue to effectively measure, monitor and improve this
issue. A further update on these diversity and inclusion initiatives, including any formal measurable objectives adopted, will be
provided in next year’s annual report (or other corporate governance reporting).

OTHER INFORMATIONCorporate Governance Statement (continued)

The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at
My Food Bag as at the last two balance dates is set out in the table below.

Directors

Officers2

Other employees

Total

20211, 3

20221, 3

Female

Male

Female

Male

104

110

130

136

DIRECTOR TRAINING
On appointment, all Directors receive a comprehensive induction from the business to familiarise themselves with My Food Bag’s
management and operations. Under its charter, the Board has also committed to ensure that new Directors are appropriately
introduced to My Food Bag’s management and business, are acquainted with relevant industry knowledge and receive all
appropriate papers, policies and documents to enable them to discharge their duties effectively. Visits to specific operations
of the business are arranged, when appropriate, and reports and presentations from management are incorporated into the
Board meeting schedule on a regular basis.

More generally, Directors are expected to maintain appropriate levels of financial, legal and industry understanding, and are
encouraged to take responsibility for their own professional development, including by attending relevant courses or conferences
and through membership of industry bodies such as the NZ Institute of Directors. Each Director is also entitled to access Company
information and to seek independent advice in respect of their role as a Director should the need arise.

BOARD PERFORMANCE
The Board has committed to critically evaluate its own performance and the performance of individual Directors every two years
(as well as to review My Food Bag’s key policies and charters). In addition, the Chair of the Audit and Risk Committee reviews
that Committee’s performance at least every two years and is required to report her findings to the Board.

The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate
procedures are in place to review the performance of the Board as a whole, its Committees and the contributions of Directors.

More generally, open and constructive discussion is encouraged at all Board and Committee meetings to ensure decisions are
taken that benefit from the diverse range of skills, experiences and perspectives of Directors – in this regard, each Director is
expected to fully participate in meeting discussions, having read all Board and briefing papers provided.

INDEPENDENCE
The Board currently comprises fives Directors. All Directors are non-executive Directors. The Board has considered which of
the Directors are independent Directors for the purposes of the NZX Listing Rules and has determined that, as at 19 March 2022
(the date of this corporate governance statement), four Directors are independent Directors, including the Chair and the Chair
of the Audit and Risk Committee. The independent Directors are Tony Carter, Jen Bunbury, Jon Macdonald and Sarah Hindle.
Chris Marshall is not considered to be independent at this time due to his association with a current substantial product holder
of My Food Bag (Waterman Fund 3 LP).

The positions of Chair of the Board and CEO of My Food Bag are held by different people.

The Board’s standards for determining independence of Directors includes the non-exhaustive factors set out in Recommendation
2.4 of the NZX Code, and requires the Board to ultimately assess whether a Director’s interest, position, association or relationship
might interfere, or might reasonably be seen to interfere, with that Director’s capacity to bring an independent judgment to bear on
issues before the Board, to act in the best interests of the Company and to represent its shareholders generally. The Board assesses
the independence of Directors on their appointment and at least annually thereafter. If there is a change in the Board’s determination,
it will be announced to the market.

1. As at 31 March in each year.

2. In accordance with NZX Listing Rule 3.8.1(c), an “Officer” for this purpose means a person who is concerned or takes part in the management of an issuer and reports directly to the

Board or a person who reports to the Board. In My Food Bag’s circumstances, this category of person comprises members of the Senior Leadership Team.

3. Directors, officers and other employees are also given the option to elect to not specify their gender or to identify as non-binary.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022The Company maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately
disclose to the Board the nature, monetary value and extent of that interest. A Director who is interested in a transaction may attend
and participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or
vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993
to sign a certificate. The particulars of entries made in My Food Bag’s Interests Register during FY22 are included in the Other
Disclosures section of the Annual Report.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

AUDIT AND RISK COMMITTEE
The Company has an Audit and Risk Committee which operates under its own written charter. The members of the Audit and Risk
Committee are currently the same as the Board, except that the Chair of the Audit and Risk Committee is Jen Bunbury who has a
background in financial services and was previously the Chief Financial Officer of another major listed company. Like the Board,
the Audit and Risk Committee is majority independent and comprises solely non-executive Directors of the Company.

The Committee may, in its discretion, invite My Food Bag’s external auditors (currently Ernst & Young), CEO, CFO, Financial
Controller and others, as appropriate, to attend committee meetings. The Committee meets formally at least three times a year,
including in the lead up to the release of half-year and annual results.

NOMINATION AND REMUNERATION COMMITTEE
The Company has a combined Nomination and Remuneration Committee which operates under its own written charter. The members
of the Nomination and Remuneration Committee are currently the same as the Board, and the Chair of this Committee is now Jon
Macdonald, with Mr Macdonald having taken over this role from Tony Carter at the start of FY23. Like the Board, the Nomination and
Remuneration Committee is majority independent and comprises solely non-executive Directors of the Company.

The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the
Board in respect of Director nominations (including casual vacancies and composition of Committees), to review and recommend to
the Board appropriate remuneration of non-executive Directors, and to review and approve annually the remuneration strategy for
My Food Bag, including specific responsibilities in relation to the CEO and his direct reports.

Management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the Committee.
The Committee meets formally at least three times a year.

OTHER COMMITTEES
The Board does not consider that it is necessary at this time to establish any other standing committees. However, from time to time
the Board may seek to establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with,
specific issues.

TAKEOVER PROTOCOLS
The Board has established detailed takeover protocols to assist My Food Bag to prepare for, and to respond to, any unsolicited
approaches or proposals it may receive in relation to a takeover. These protocols would help to inform the Board of their roles and
responsibilities with respect to any approach or proposal, assist the Board and its advisers in developing and executing a response
strategy, and act as a basic guide on the process for any takeover offer. These protocols include the option of forming a committee
to investigate and consider the approach or proposal, with that committee to be comprised of Directors who are not interested in
the relevant approach.

OTHER INFORMATIONCorporate Governance Statement (continued)

Principle 4 – Reporting and Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate
disclosures.”

CONTINUOUS DISCLOSURE
My Food Bag is committed to ensuring that all investors have equal, full and timely access to material information about the
Company that is accurate, balanced, meaningful and consistent.

The Company has established a written Continuous Disclosure Policy which sets out the internal principles and processes designed to
ensure that the Company complies with the continuous disclosure obligations under the Financial Markets Conduct Act 2013 and the
NZX Listing Rules. The Board has adopted this policy and it applies to all members of the Board as well as senior managers, officers,
employees and contractors of, and secondees to, My Food Bag. Directors formally consider at each Board meeting whether there
is material information which should be disclosed to the market to comply with the Company’s continuous disclosure obligations.

The Continuous Disclosure Policy is available to view on the My Food Bag investor website.

CHARTERS AND POLICIES
Information about My Food Bag’s corporate governance framework (including its Code of Ethics, Board and Committee Charters,
Securities Trading Policy and other key governance policies) is available to view on the My Food Bag investor website at
https://investors.myfoodbag.co.nz/investor-centre/.

REPORTING

Financial reporting
My Food Bag publishes its half-year and audited full-year financial statements that are prepared in accordance with the
relevant financial reporting standards. The audited full-year financial statements for FY22 are included in this Annual Report.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,
completeness and timeliness of financial statements. The Committee is committed to providing balanced, clear and objective
financial reporting. It reviews half-year and annual financial statements and makes recommendations to the Board concerning
accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and
the results of the external audit.

Non-financial reporting
Non-financial information is included throughout this Annual Report, including in relation to My Food Bag’s general environmental
and social sustainability factors and practices. For more information, refer to the Environmental, Social and Governance section of
this Annual Report.

My Food Bag recognises the opportunity to further formalise its sustainability framework and to set a clear set of operational or
non-financial targets which are aligned with My Food Bag’s strategy, values and reputation. As part of this, My Food Bag has begun
preparing for the new mandatory climate-related disclosure regime that will be introduced from FY24. The business is also aiming to
release its first standalone sustainability report during FY23.

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

DIRECTORS’ REMUNERATION
Shareholders fix the total remuneration available for Directors. The current director fee pool limit is $600,000 per annum, which was
approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they see fit. Directors
are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection with their
attendance at Board or shareholder meetings, or otherwise in connection with the Company’s business. No additional fees are paid
to any Director for their role on any Board Committee.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022The current Directors do not receive any performance- or equity-based remuneration. This reflects the differences in the role of the
Directors, which is to provide oversight and strategic direction, and the role of management, which is to operate the business and
execute My Food Bag’s strategy.

Under NZX Listing Rule 2.11.3, if the total number of Directors subsequently increases, the Directors are permitted (without
seeking shareholder approval) to increase the total remuneration by the amount necessary to enable the Company to pay the
additional Director or Directors remuneration not exceeding the average amount then being paid to the existing Directors (other
than the Chair).

The actual remuneration of Directors of the Company in respect of FY22 is included in the Other Disclosures section of the
Annual Report.

REMUNERATION POLICY
The Nomination and Remuneration Committee is responsible for reviewing and recommending to the Board appropriate
remuneration for the non-executive Directors. Where appropriate, the Board will consider advice of independent remuneration
consultants when setting remuneration levels and other relevant factors when recommending Directors’ fees to shareholders.
The Board will not be seeking any increase in the current fee pool limit of $600,000 at the upcoming annual meeting.

My Food Bag has a separate remuneration policy that provides a framework for setting and reviewing remuneration arrangements
for the officers of My Food Bag. This policy is administered by the Nomination and Remuneration Committee. The Committee may
seek external advice on remuneration matters as it deems appropriate and will make recommendations to the Board in regard to the
CEO’s contractual arrangements, including remuneration. The Committee may also endorse the CEO’s recommendations on the total
remuneration packages for his direct reports and the Company generally.

When setting remuneration, My Food Bag has regard to market remuneration, taking into account the complexity of the business
itself, and also carefully considers the scale and complexity of the role and its performance requirements and expectations.
During FY22, My Food Bag engaged a third party to assist it with an end-to-end review of its employee remuneration framework,
including a benchmarking exercise for different roles within the organisation (by reference to the New Zealand private sector).
The outcome of that review will be reflected in the next financial year, including by establishing the new incentive schemes
discussed below.

In respect of FY22, the remuneration of the CEO and other members of the Senior Leadership Team included a mix of fixed and
variable components, summarised as follows:

• Fixed remuneration – this included the relevant employee’s base salary and any direct cash or non-cash benefits
(e.g. KiwiSaver contributions and other fringe benefits such as discounted My Food Bag meal kits and car parking).

• Other variable remuneration – some members of the Senior Leadership Team were eligible to participate in a short-term
incentive plan (STI), a recurring plan which rewards achievement against prescribed performance measures. Eligibility was
determined by the Board and the CEO. Each participating employee’s STI was valued at 20% of their base salary (or 15% for
invitees that are not part of the Senior Leadership Team), with a payout range of up to 150% in circumstances of outperformance
against the agreed targets. The performance measures were based 60% on overall company performance and 40% on the
individual’s performance against agreed objectives. Subject to individual performance, which was measured on an individual-
by-individual basis, the STI which operated in respect of FY21 was paid out at the start of FY22 to eligible employees. However,
no STI will be paid in respect of FY22 (including any individual performance component) as a consequence of My Food Bag’s
EBITDA in respect of FY22 not exceeding the PFI by an amount that would effectively “self-fund” the STI.

The STI that will operate in respect of FY23 is being modified, with a focus going forward solely on company performance
(based 40% on a revenue target and 60% on an EBITDA target) rather than an individual performance component. The CEO
will be invited to participate in this STI.

A breakdown of employees of My Food Bag, not being Directors of the Company, who received remuneration and other benefits in
their capacity as employees that exceeded $100,000 during FY22 is included in the Other Disclosures section of this Annual Report.
The remuneration arrangements in relation to the CEO, Kevin Bowler, are also included in that section of the Annual Report for
the purposes of Recommendation 5.3 of the NZX Code. For clarity, Mr Bowler was not eligible to participate in My Food Bag’s
STI for FY22.

OTHER INFORMATIONCorporate Governance Statement (continued)

SENIOR EXECUTIVE INCENTIVE SCHEME
My Food Bag established a senior executive incentive scheme in connection with the IPO and in respect of which the Board invited
the CEO and CFO to participate. The performance hurdles attached to this scheme were not achieved, and as a result neither the
CEO nor CFO became entitled to subscribe for new shares in My Food Bag. This scheme is now at an end and no new grants will be
made under it.

MY FOOD BAG’S LONG TERM INCENTIVE PLAN
As contemplated in last year’s annual report, the Board has established a new long term incentive plan (LTI) which will operate for
the first time in FY23. This LTI will operate as a performance share rights scheme, which is a common incentive structure used by a
number of issuers in New Zealand. The purpose of the LTI is threefold: (1) to assist in the reward and retention of eligible employees;
(2) to drive longer-term business performance; and (3) to align the interests of eligible employees with the interests of shareholders.

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 performance rights issued to eligible employees in the LTI will be capable of
vesting based on a retention condition and the achievement of performance hurdles set by the Board. If and to the extent that such
performance rights vest, the eligible employee will be entitled to exercise those rights to subscribe for (or be transferred) shares in
My Food Bag.

It is expected that the first tranche of performance rights under the LTI will be issued to eligible employees shortly after My Food Bag
releases its FY22 results, with the conditions attaching to those performance rights generally comprising 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 these initial
grants is expected to be between 20% and 30% of base salary, depending on the job grading of the eligible employee. The Board
has indicated that for future grants under the LTI, if any, the vesting period would be increased to 3 years as the scheme becomes
more established.

The grant made to the CEO, Mr Bowler, under the LTI is expected to be slightly more bespoke and is still being finalised with the
Board. Further details about that grant will be announced to the market at the time that the first tranche of performance rights are
issued (including as part of an updated D&O disclosure notice), and will also be detailed in the CEO remuneration section of next
year’s Annual Report.

MY FOOD BAG’S EMPLOYEE SHARE OWNERSHIP SCHEME
In the course of the review of My Food Bag’s remuneration framework, the Board identified an opportunity to establish a more
inclusive employee share ownership scheme (ESOS) targeted at all permanent employees (other than those participating in the
LTI) working at least 30 hours per week. The purpose of the ESOS is to assist My Food Bag to reward and retain employees, and
empower employees to act like owners of the business. The ESOS will operate in a similar manner to the LTI, except that the condition
that attaches to the share rights granted under the ESOS will solely comprise retention over the vesting period.

It is expected that the first tranche of share rights under the ESOS will be issued to eligible employees shortly after My Food Bag
releases its FY22 results. The value of each grant is expected to be $3,000.

Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

RISK MANAGEMENT FRAMEWORK
My Food Bag is committed to the process of identifying and mitigating material risks and has systems, policies and procedures in
place to manage risks and to protect My Food Bag and its employees, customers, shareholders and other stakeholders. While no risk
management system can ever be infallible, the overriding objective at My Food Bag is to make sure that at all times material risks are
appropriately identified and managed within acceptable levels.

The Board is ultimately responsible for endorsing My Food Bag’s risk management framework and policies, monitoring compliance,
reviewing risk registers, considering advice and recommendations made by the Audit and Risk Committee and, where appropriate,
responding to serious risk incidents.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022The CEO and other members of the Senior Leadership Team are required to review, approve and take ownership of the day-to-day
management and operation of My Food Bag’s risk management framework and associated policies and procedures. This includes
identifying new risks within each senior employee’s area of responsibility, allocating “risk owners” to each risk, maintaining a risk
register, undertaking periodic risk assessments and preparing appropriate risk mitigation plans or controls. This risk management
framework is embedded into My Food Bag’s processes, including the annual planning and budgeting processes, project
management, procurement and reporting.

As a general rule, different risks will have different risk treatments depending on the severity and nature of the risk – these risk
treatments include avoidance, mitigation, acceptance and transfer (e.g. through insurance or contract).

The Board is provided with updates from the Senior Leadership Team at least every quarter, including an update on any new risks
identified, the status of any risk incidents that have occurred (or are heightened or emerging) and the adequacy of any action plans
and controls. More generally, risk owners report any risk incidents that have occurred (or are heightened) (including new risks that
have emerged) to the Senior Leadership Team as soon as practicable so that they can consider how best to manage
or control that risk. If the matter escalated is material, it will be promptly reported to the Board. At the same time, the CFO and
the Board will consider whether any disclosure is required to the market under the Company’s continuous disclosure obligations.

PRINCIPAL BUSINESS RISKS AND KEY STRATEGIES TO MITIGATE
My Food Bag is currently focused on nine principal business risks across its business (not including health and safety risks which
My Food Bag has an ongoing focus on). These risks are dynamic and in the future the importance or extent of each risk may change,
or new risks and uncertainties may materialise, owing to changes in economic or environmental conditions, the regulatory
environment and other factors (e.g. COVID-19). For the purposes of this Annual Report and Recommendation 6.1 of the NZX Code,
a high-level description of these principal business risks is provided below.1

Area

Food safety

Description of risk

Key strategies to mitigate

Customers could become unwell as a result
of eating our products (e.g. where products
contain foreign objects or harmful bacteria).
We may have to withdraw products. Our
reputation could be impacted and we may
face other regulatory consequences.

IT and data security

Access to our IT systems could be impacted
(e.g. by a cyber-attack) and we may be unable
to communicate with our customers or suppliers
effectively. This could impact our ability to
accept orders or fulfil our commitments.

We have strict and thorough procedures in place
for food handling and safety. These include inward
checks of ingredients, monitoring cold chain settings,
removal of damaged products, maintenance of
incident registers and quality control standards, and
checks of products prepared by third parties.
We also continually monitor customer feedback
and have strict supplier standards, including
an “Approved Supplier Programme”. Regular
food safety audits are undertaken to ensure our
procedures meet recommended standards.

We have systems and processes in place to lessen
the likelihood that our business would be subject
to or affected by a cyber-attack. This includes
compliance with high standards of data protection
and frequent identification and reporting on any
weaknesses or issues in our existing system. To this
end, a review of My Food Bag’s response readiness
to a cyber-attack was undertaken in FY22, and a
number of business continuity plans were tested,
updated and refined in response to that review.
We have also implemented alternative
communication channels for our customers, have
good relationships with our suppliers, have back-up
systems in place to ensure data and business
continuity is maintained and do not hold any
customer credit card details.

1. Certain financial risks are separately disclosed in the audited FY22 financial statements included in this Annual Report.

OTHER INFORMATIONCorporate Governance Statement (continued)

Description of risk

Key strategies to mitigate

We operate decentralised assembly centres with
robust systems and procedures in place to prevent
serious disruption. This includes a secondary
assembly site in Auckland, providing an ability to
move and restart a proportion of our operations.
Assembly centres have heat and smoke detection
systems to identify fires before they spread. Windsock
and ammonia alarms are included at assembly
centres that utilise ammonia as a refrigerant.
We also maintain relationships with a range of
temporary labour suppliers to mitigate risks of
temporary labour shortages or cost pressure.

We use a reliable third-party distributor, NZ Post,
with an extensive distribution network. We also have
alternative transport providers available to us at
short notice for all main centres. Appropriate driver
training and insurance is arranged.
We prepare ‘buffer bags’ each week to cover
damaged or lost orders, and we have alternative
sales channels in place that we can utilise.

We are designated as an “essential service”
enabling us to continue operating at different
government Alert Levels. We also operate
decentralised assembly centres (reducing risk
of widespread disruption) and have specific site
requirements (including protective equipment, social
distancing, shift separation and temperature checks).
In response to the most recent Omicron outbreak, we
have obtained a stock of Rapid Antigen Tests (RATs)
which are available to all staff to utilise to indicate
whether they are positive for COVID-19 and, if not,
facilitate their physical return to work as soon as
possible. Our office staff are encouraged to work
remotely while Auckland is in the red traffic light
setting in response to the current outbreak.

My Food Bag already operates in this competitive
industry as a long-standing meal-kit provider.
We have high levels of brand advocacy, a diverse
product range, and experience in adapting our
strategy in response to the actions of competitors
and changes in consumer spending.
We continue to develop new products in response
to customer preferences and continue to improve
customer experience.

Area

Product assembly

Distribution

COVID-19

Product assembly could be disrupted by
an event (e.g. fire, power outage or lack of
availability of temporary labour). This could
result in us being late or unable to deliver
to customers, which could lead to refunds,
credits or cancelled subscriptions.

Our distribution network could be interrupted
(e.g. by weather or road closures). This could
result in us being late or unable to deliver to
customers, which could lead to refunds, credits
or cancelled subscriptions. Products could also
be stolen or damaged.

Product assembly could be disrupted by
a number of workers testing positive for
COVID-19 or being “close contacts” and
required to isolate for a period. This could
result in us being late or unable to deliver to
customers, which could lead to refunds, credits
or cancelled subscriptions.

Competition

Customers may switch to existing competitors,
including in response to discounting or
other promotions or inflationary pressure on
spending, or a new competitor may enter the
market and seek to gain market share.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Area

Ingredients

Inflation

Description of risk

Key strategies to mitigate

An ingredient could become unavailable (e.g.
due to inclement weather) or more expensive,
impacting our ability to satisfy customer needs.

Inflation could impact the cost of ingredients
and put pressure on My Food Bag’s margins.
Higher costs of living could put financial
pressure on customers, and they may be less
able to absorb price increases or may trade
down to cheaper substitutes (within My Food
Bag’s brands or otherwise).

We retain an ability to substitute ingredients, change
upcoming menus or seek to pass on sustained price
increases to customers. We communicate any changes
clearly and appropriately with our customers.

As noted above, we retain some ability to preserve
margins by substituting ingredients, changing
upcoming menus or seeking to pass on sustained price
increases to customers.
In response to an inflationary environment, we
carefully position our brands and messaging, and we
continue to innovate, to appeal to our customers and
recognise and adapt to any change in consumption
behaviour. We use marketing campaigns, including
promotions and loyalty programmes, to drive
frequency and favourable brand mix.

We have a long association with our brand
ambassadors and go through a careful process
when selecting new brand ambassadors.
We also monitor content and follow up rapidly if
any inappropriate or offensive content is identified.

Brand and marketing

A brand ambassador or promoter could be
brought under public scrutiny and bring into
question the integrity of our brand and cause
a loss of goodwill and customer trust.

HEALTH AND SAFETY
My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the
management of health and safety risks and has comprehensive health and safety documentation in place. Detailed health
and safety policies, standards and procedures are implemented alongside hazard and risk management processes, including
an incident notification and management system. The business encourages active involvement by Directors, management,
employees and contractors to participate in improving health and safety within the organisation.

The business focuses internally on critical risks, with a strong emphasis on managing risks. For example, My Food Bag manages
the risk of operating moving equipment inside assembly centres safely through the use of an InfoLink forklift tracking system and by
distancing equipment like forklifts from workers, while also adopting strict traffic management and separation procedures. Each site
operates a Health and Safety Committee, which meets monthly and the Senior Leadership Team and Board are active participants
in site safety audits.

In response to COVID-19, My Food Bag designed and implemented a COVID-19 Prevention and Control Protocol, which outlines
the actions the business takes to prevent and control the transmission of COVID-19 throughout all the New Zealand Government’s
different COVID-19 settings.

OTHER INFORMATIONCorporate Governance Statement (continued)

Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

AUDIT
My Food Bag is committed to maintaining auditor independence, consistent with best-practice governance and regulatory
requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and Risk Committee.
The objective of this policy is to ensure that My Food Bag’s auditors carry out their functions independently and without impairment,
safeguarding the reliability and credibility of My Food Bag’s external financial reporting. The policy addresses Recommendation
7.1 of the NZX Code and includes the criteria for approval of an external audit firm, the monitoring of audit impendence, the
audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide non-audit services and the
responsibilities of My Food Bag (including in relation to the monitoring of audit performance, value and fees).

Ernst & Young, as auditor of the FY22 financial statements, will be invited to attend this year’s annual shareholders’ meeting and will
be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report, accounting policies
adopted by My Food Bag and the independence of the auditor in relation to the conduct of the audit.

While My Food Bag does not have a dedicated internal audit function, it has, in addition to the external audit process, an internal
framework through which it seeks to review, evaluate and continually improve risk management and internal control processes.
Where appropriate, more specific audits are carried out by My Food Bag using external providers or regulators.

Principle 8 – Shareholder rights and relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them
to engage with the issuer.”

SHAREHOLDER INFORMATION
My Food Bag maintains an investor that contains a comprehensive set of investor-related material and data, including market
disclosures and media releases, annual reports, share-price and dividend information, shareholder meeting materials and all My
Food Bag’s important governance charters and policies.

SHAREHOLDER COMMUNICATION
Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged to take
up this option. My Food Bag is committed to open dialogue with shareholders and welcomes investor enquiries. Following each results
announcement, My Food Bag holds an investor call to present the results and to allow investors to ask questions.

RIGHT TO VOTE ON MAJOR DECISIONS
In accordance with the Companies Act 1993, the Company’s constitution and NZX Listing Rules, the Company refers any significant
matters to shareholders for approval at the annual shareholders’ meeting, and shareholders are given the opportunity to vote
by proxy ahead of the meeting or by polling if attending the meeting in person or virtually. If a significant transaction or decision
requiring shareholder approval were to arise outside the period of the annual shareholders’ meeting, a special meeting of the
shareholders would be called by the Board to allow shareholders to consider and vote on that matter.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETINGS
The annual meeting of shareholders is held at a convenient time and location and this year is anticipated to be run as a hybrid
meeting (being a combination of the physical meeting as well as a virtual online meeting) or as a virtual-only meeting. This is due
to the uncertainties around COVID-19 and given the desire to maximise participation. The annual shareholders’ meeting is expected
to be held on 19 August 2022. The Notice of Meeting will be circulated at least 20 working days before the meeting and will also
be posted on the My Food Bag investor website.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Other Disclosures

STOCK EXCHANGE LISTINGS
The Company’s ordinary shares are listed and quoted on the NZX Main Board and the ASX under the company code ‘MFB’.
The Company’s listing on the ASX is as a Foreign Exempt Listing. This category of listing on the ASX is based on a principle
of substituted compliance recognising that, for secondary listings, the primary regulatory role and oversight rests with the home
exchange and the supervisory regulator in that jurisdiction. Therefore, the Company must comply with the NZX Listing Rules,
but is exempt from almost all the ASX Listing Rules. For the purpose of ASX Listing Rule 1.15.3, the Company confirms that it
continues to comply with the NZX Listing Rules.

PRINCIPAL ACTIVITIES
My Food Bag’s principal activity remains the commercial operation of a meal-kit business. There has been no material change
in the nature of My Food Bag’s business, or the classes of business in which the Company has an interest, during FY22.

MY FOOD BAG DIRECTORS
The Directors of the Company holding office as at 31 March 2022 are noted below. No Director ceased to hold office as a
Director of the Company during FY22.

Name

Chris Marshall

Jon Macdonald

Sarah Hindle

Tony Carter (Chairperson)

Jen Bunbury

Date of appointment

Independence

6 October 2016

14 January 2021

Non-independent

Independent

The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Kevin Bowler (CEO) and Mark Winter (CFO).
Mr Bowler and Mr Winter were appointed on 14 January 2021.

DISCLOSURE OF DIRECTORS’ INTERESTS
The Company maintains an Interests Register in which particulars of relevant transactions and matters involving the Directors are
entered. Details of the interests entered during FY22 are recorded below.

General disclosures
The following are particulars of general disclosures of interest made during FY22 by Directors of the Company (or its subsidiary)
holding office as at 31 March 2022, pursuant to section 140(2) of the Companies Act 1993. Each Director will be regarded as
interested in all transactions between My Food Bag and their disclosed companies, trusts or persons (or their subsidiaries).

Director

Tony Carter

General disclosure

Skin Institute Holding Company Limited (director)
The Interiors Group Holdco Limited (director)
Royal Auckland and Grange Golf Club (captain)
Mr Carter also gave the Company notice that he ceased to be a director of ANZ Bank
New Zealand Limited on 28 August 2021.

Jon Macdonald also gave the Company notice that he ceased to be a director of NZX Limited on 8 April 2021.

There were no specific disclosures made by Directors of the Company or its subsidiary during FY22 of any interests in transactions
entered into by the Company or its subsidiary.

OTHER INFORMATIONOther Disclosures (continued)

Use of Company information
There were no notices from Directors of the Company or its subsidiary requesting to disclose, use or act on My Food Bag’s
information received in their capacity as Directors.

Indemnity and insurance
The Company has granted indemnities in favour of each of its Directors (and the Directors of its subsidiary) as permitted by the
Companies Act 1993 and the Financial Markets Conduct Act 2013. The Company also maintains Directors’ and Officers’ liability
insurance for all Directors and officers of the Company and its related companies. In addition, the Company effected public offering
of securities insurance in relation to the Company’s IPO in 2021.

Directors holding of securities
Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the
interests of shareholders. Details of the ordinary shares of the Company in which each Director has a relevant interest (as defined
in the Financial Markets Conduct Act 2013) as at 31 March 2022 are set out below:

Director

Tony Carter

Jon Macdonald

Sarah Hindle

Chris Marshall

Nature of relevant interest

20% or more interest in Loughborough Investments Limited, resulting
in Tony being deemed to have the same relevant interest in the shares
as Loughborough Investments Limited. 100,000 of these ordinary shares
are held by FNZ Custodians Limited as custodian for Loughborough
Investments Limited.

Registered holder and beneficial owner

20% or more interest in Waterman Capital (Fund 3) Limited, resulting
in Chris being deemed to have the same relevant interests in the shares
as Waterman Fund 3 LP and Waterman Capital (Fund 3) Limited.

20% or more interest in CMC Limited, resulting in Chris being deemed
to have the same relevant interest in the shares as CMC Limited.

Jen Bunbury

Registered holder as trustee of the Jennifer L Bunbury Trust

154,054

100,000

10,811

38,165,965

262,122

26,216

Securities dealings of Directors
For the purposes of section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or disposals of relevant
interests (of the nature described in the previous table) in the Company’s ordinary shares during FY22. No shares were acquired or
disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.

Director

Tony Carter

Jon Macdonald

Chris Marshall

Jen Bunbury

Date

24 May 2021

5 July 2021

24 Nov 2021

24 May 2021

22 Nov 2021

23 Nov 2021

24 Jan 2022

25 Jan 2022

24 May 2021

Nature of transaction

Consideration (NZ$)

$27,200

$26,400

$24,800

$14,400

$25,000

$7,433

$89,939

$82,073

$13,600

Acquisition

20,000

10,000

20,000

5,946

79,592

73,476

10,000

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022REMUNERATION

Employee remuneration
All employees of My Food Bag are employed by My Food Bag Limited. The number of employees and former employees of
My Food Bag Limited, not being Directors of the Company, who, in their capacity as employees, received remuneration and
other benefits, the value of which was or exceeded $100,000, during FY21 is set out in the table of remuneration bands below.

Remuneration (NZ$)

$100,000 to $109,999

$110,000 to $119,999

$120,000 to $129,999

$130,000 to $139,999

$140,000 to $149,999

$150,000 to $159,999

$160,000 to $169,999

$170,000 to $179,999

$190,000 to $199,999

$200,000 to $209,999

$210,000 to $219,999

$230,000 to $239,999

$240,000 to $249,999

$360,000 to $369,999

$380,000 to $389,999

$550,000 to $559,999

Number of employees

The remuneration figures include all monetary amounts actually paid to employees and former employees during FY22, including:
base salaries; short-term incentives (if any) paid in FY22 (relating to FY21); and if the employee is a KiwiSaver member, contributions
of 3% of gross earnings towards that employee’s KiwiSaver scheme. The figures do not include amounts paid after 31 March 2022
relating to FY22; and fringe benefits provided to employees such as product concessions or car parking.

Directors’ remuneration and other benefits

The total remuneration and value of other benefits received by each Director in respect of FY22 is set out below. All of this
remuneration reflects the fees paid to each individual in the ordinary course for services provided in their capacity as a director
of the Company.

Director

Chris Marshall
Jon Macdonald
Sarah Hindle
Tony Carter
Jen Bunbury

Total remuneration and value of other
benefits received in respect of FY221

$65,000
$85,000
$65,000
$140,000
$65,000

1. Directors’ fees are gross amounts in NZD and exclude GST (where applicable) and are rounded to the nearest dollar.

OTHER INFORMATION
Other Disclosures (continued)

Shareholders fix the total remuneration available for Directors. The current Director fee pool limit is $600,000 per annum,
which was approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they
see fit. The current Directors do not receive any performance or equity-based remuneration. No additional fees are paid to any
Director for their role on any Board committee.

Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection
with their attendance at meetings, or otherwise in connection with the Company’s business.

The Company has granted indemnities, as permitted by law, in favour of each of its Directors. The Company also maintains insurance
for its Directors and officers.

No employee of My Food Bag who is appointed as an executive director of the Company’s subsidiary, My Food Bag Limited,
receives or retains any remuneration or other similar benefits in their capacity as a Director, except for the benefit of indemnification
and insurance referenced above.

CEO REMUNERATION
The remuneration and other benefits paid to the Chief Executive Officer (CEO) of My Food Bag, Kevin Bowler, during FY22
is set out in the table below. For clarity, Mr Bowler was not eligible to participate in the Company’s Short Term Incentive plan (STI)
in respect of FY22.

Remuneration

Base salary1

Other benefits2

FY22 (NZ$)

$540,000

$16,200

FY21 (NZ$)3

$509,500

$15,285

As noted in the FY21 Annual Report, Mr Bowler (together with the CFO, Mark Winter) was invited to participate in a Senior
Executive Incentive Scheme, a one-off share rights scheme established in connection with the IPO and linked to certain performance
hurdles related to the PFI. These performance hurdles were not achieved and neither Mr Bowler nor Mr Winter became entitled to
any shares under the scheme.

Going forward, Mr Bowler will be eligible to participate in the Company’s STI plan and new long term incentive plan, both of which
are discussed in further detail in the Corporate Governance section of this Annual Report.

1. Base salary is not at risk.

2. Includes a contribution of 3% of gross earnings towards Mr Bowler’s KiwiSaver scheme.

3. As noted in the FY21 Annual Report, under the Company’s Senior Executive Share Ownership Scheme (which no longer operates following the Company’s listing) Mr Bowler also received
options that vested and were exercised during FY21, entitling Mr Bowler to be issued 4,437,400 shares in the Company. Mr Bowler continues to hold 1,109,350 of these shares in the
Company, and these shares are subject to an escrow arrangement which generally continues until the first business day after the Company announces its FY22 results. This means that this
escrow arrangement will expire shortly after this Annual Report is released to the market.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022SHAREHOLDER INFORMATION
The shareholder information in this section of the disclosures has been taken from the Company’s registers.

Twenty largest shareholders (as at 19 April 2022)

Shareholder1

Waterman Fund 3 LP

National Nominees New Zealand Limited

Custodial Services Limited

TEA Custodians Limited

FNZ Custodians Limited

Citibank Nominees (NZ) Ltd

Accident Compensation Corporation

New Zealand Permanent Trustees Limited

Cecilia Charlotte L Robinson, James Charles Robinson and
Heimsath Alexander Trustee Ltd

Theresa Elizabeth Gattung and Philippa Mary Greenwood

HSBC Nominees (New Zealand) Limited

Waterman Fund 3 LP

BNP Paribas Nominees NZ Limited

Cogent Nominees (NZ) Limited

JP Morgan Chase Bank

Carlos Edward James Bagrie, Covisory Trust Limited and
JKA Holdings Limited

New Zealand Depository Nominee

JB Were (NZ) Nominees Limited

Premier Nominees Limited

New Zealand Superannuation Fund Nominees Limited

Total

Number of ordinary shares

% of ordinary shares

33,421,936

20,760,421

14,131,859

13,689,259

13,198,727

12,318,310

11,903,853

8,048,994

7,430,258

6,825,158

5,373,387

4,744,029

4,575,008

4,510,898

4,495,252

3,775,639

3,502,614

3,171,249

3,002,703

2,315,036

181,194,590

13.79

8.56

5.83

5.65

5.44

5.08

4.91

3.32

3.06

2.82

2.22

1.96

1.89

1.86

1.85

1.56

1.44

1.31

1.24

0.95

74.74

Distribution of shareholders and shareholdings
As at 19 April 2022, the total number of voting securities of the Company was 242,437,524 fully paid ordinary shares, each
conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. The distribution of these shareholders
and their shareholding at that date is shown below.

Size of holding

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

Total

Number of holders

% of holders

Number of
ordinary shares

% of ordinary shares

2,824

2,095

601

578

6,176

45.73

33.92

9.73

9.36

1.26

100.00

1,493,062

5,440,511

4,604,777

16,793,553

214,105,621

242,437,524

0.62

2.24

1.90

6.93

88.31

100.00

1. New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to its members. For the purpose of this
table, shares in the Company held by NZCSD have been allocated to the applicable members. For reference, as at 19 April 2022, the total holding through NZCSD was 96,693,981
ordinary shares or 39.88% of shares on issue.

OTHER INFORMATIONSubstantial product holders
According to notices given to the Company under the Financial Markets Conduct Act 2013, the following persons were substantial
product holders of the Company as at 31 March 2022. There were 242,437,524 ordinary shares in the Company at that date.

Substantial product holder

Waterman Fund 3 LP1

My Food Bag Group Limited2

Investment Services Group Limited

Milford Asset Management Limited

Harbour Asset Management Limited
and Jarden Securities Limited

Number of ordinary shares in
which relevant interest is held

% of shares held at
date of notice

38,165,965

60,084,684

18,732,756

21,303,327

15.743%

24.784%

7.727%

8.796%

Date of notice

5 March 2021

8 June 2021

12 Nov 2021

38,289,764

15.794%

30 March 2022

EXERCISE OF NZX DISCIPLINARY POWERS
Neither NZX or ASX took any disciplinary action against the Company during FY22. In particular, there was no exercise
of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect
to the Company.

NZX WAIVERS
No waivers were granted by NZX or relied on by the Company during FY22.

AUDITOR’S FEES

My Food Bag’s external auditor is Ernst & Young (EY). Total fees payable by My Food Bag to EY in its capacity as auditor in respect
of FY22 is $120,000. No other professional services were provided by EY during FY22.

CREDIT RATING
My Food Bag does not have a credit rating.

DONATIONS
During FY22 My Food Bag made a one-off cash donation of $20,000 to The National Heart Foundation of New Zealand.
My Food Bag also partners closely with the Garden to Table charity, and donated $11,735 to this charity in FY22 and collected
(and passed through) donations of $43,019 from customers. In addition, and as discussed in further detail elsewhere in this Annual
Report, My Food Bag regularly donates food to a number of worthwhile New Zealand charities.

1. Waterman Fund 3 LP (Waterman) (among other existing shareholders participating in the IPO) is subject to a restricted security agreement dated 10 February 2021 (Restricted Security
Agreement) with the Company in respect of all shares held by it prior to the initial public offering of shares in the Company (the Offer) which it continued to hold upon completion of the
Offer (the Waterman Escrowed Shares). Waterman has agreed not to sell or otherwise dispose of or do or omit to do anything which could have the effect of transferring effective
ownership or control of any Waterman Escrowed Shares until the first business day after the Company’s results announcement has been released to the market in respect of FY22 except in
accordance with limited exceptions set out in the Restricted Security Agreement. This means that this escrow arrangement will expire shortly after this Annual Report is released to the market.

2. The Company is a substantial product holder on the basis that it has the power to control the acquisition and disposition of all of the shares that are escrowed under the Restricted Security

Agreement, being 60,084,684 ordinary shares. The Company will cease to be a substantial product holder after the escrow period referred to in footnote 1 expires, which will occur shortly
after this Annual Report is released to the market.

Other Disclosures (continued)MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022Directory

BOARD OF DIRECTORS
Tony Carter (Chair)
Jen Bunbury
Jon Macdonald
Sarah Hindle
Chris Marshall

SENIOR LEADERSHIP TEAM
Kevin Bowler
Chief Executive Officer
Mark Winter
Chief Financial Officer
Paul Kelly
Chief Supply Chain Officer
Jo Mitchell
Chief Customer Officer
Craig Jordan
Chief Digital Officer
Cassie Ormand
Head of People & Culture
Polly Brodie
Head of Development Kitchen
Trish Whitwell
Head of Innovation

REGISTERED OFFICE
Level 3, 56 Parnell Road
Parnell
Auckland 1052
New Zealand
Ph: 0800 469 366
Website: www.myfoodbag.co.nz
For enquiries about My Food Bag’s operating
and financial performance, contact investor relations:
Ph: +64 9 8869840
Email: ir@myfoodbag.co.nz

AUDITOR
Ernst & Young, Auckland

Key Dates
Annual shareholders’ meeting – 19 August 2022

Half year end – 30 September 2022