Notice of annual meeting

NOTICE OF ANNUAL MEETING
Notice is given that the 2025 annual meeting of shareholders of Cooks Coffee Company Limited
(the Company) will be held on Tuesday, 30
th
September 2025 starting at 2.00pm at MUFG
Pension & Market Services’ Offices PwC Tower, Level 30, 15 Customs Street West, Auckland.
Shareholder registration opens at1.30pm.
Agenda
A. The Chairman’s introduction.
B. Presentation to shareholders.
C. Shareholder discussion.
D. Resolutions.
Resolutions
To consider and, if thought fit, to pass the following Ordinary Resolutions:
1. Re-election of Michael Ambrose: That Michael Ambrose, who retires by rotation in
accordance with NZX Listing Rule 2.7.1, be re-elected as a director of the Company.
2. Confirm election of Aiden Keegan: That Aiden Keegan be elected a director of the
Company in accordance with NZX Listing Rule 2.7.1, following his appointment during
the year by the Board.
3. Confirm election of Katherine Scott: That Katherine Scott be elected a director of the
Company in accordance with NZX Listing Rule 2.7.1, following her appointment during
the year by the Board.
4. Re-election of Peihuan Wang: T hat Peihuan Wang, who retires by rotation in
accordance with NZX Listing Rule 2.7.1, be re-elected as a director of the Company.
5. Auditors: That the Board is authorised to fix the auditor’s remuneration.
Other Business
To consider any other matter that may properly be brought before the meeting.
Proxies
Any shareholder of the Company who is entitled to attend and vote at the meeting may appoint a
proxy to attend and vote on their behalf. A corporation which is a shareholder may appoint a
representative to attend the meeting on its behalf in the same manner as it could appoint a
proxy. A proxy does not need to be a shareholder of the Company. The Chairman of the meeting
can be appointed as a proxy. Where the Chairman is appointed as a discretionary proxy, he
intends to vote in favour of all Resolutions.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by
mail or email to the share registrar of the Company:
By delivery:
Cooks Coffee Company Limited
C/- MUFG Pension & Market Services
PwC Tower Level 30
15 Customs Street West
Auckland 1010
By mail:
Cooks Coffee Company Limited
C/- MUFG Pension & Market Services
PO Box 91976
Auckland 1142

By Email: meetings.nz@cm.mpms.mufg.com
(please put “Cooks Proxy Form” as the subject of the email for easy
identification)

Alternatively, to appoint your proxy and vote online, please go to the MUFG Pension & Market
Services’ website at https://investorcentre.mpms.mufg/voting/CCC
and follow the instructions.
You will be required to enter your holder number and FIN for security purposes. A shareholder
will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on
the website.
The completed Proxy Form must be received no later than 48 hours before the meeting, being
2.00pm on 28 September 2025. Online proxy appointments must also be completed by this
time. Registered shareholders at that time will be the only persons entitled to vote at the
meeting and only the shares registered in those holders’ names at that time may be voted at the
meeting.
Ordinary Resolutions
All of the resolutions being put to the Meeting are ordinary resolutions. An ordinary resolution is
a resolution passed by a simple majority of votes of those holders of securities of the Company
which carry votes, are entitled to vote and are voting on the resolutions in person or by proxy.
Explanatory Notes
Resolution 1 - Re-election of Michael Ambrose
Michael Ambrose retires due to having held office for three years and, being eligible, offers
himself for re-election as Director.
The Board considers Mr Ambrose to be an Independent Director.
Michael is an experienced Company Director, business consultant & Chartered Accountant with
a broad range of governance, financial, general management, strategic & IPO skills.
Michael was the creator & founding Director of Arvida Group Ltd. This company was listed on
NZX in 2014 (and taken over in 2024) Comprising 32 Retirement Villages and Aged Care facilities.
He is also a Director of Fiordland Lobster Company & related Companies, Chairman of the
international board of Garra International Limited, a meat & chicken trading company which has
its head office in Brazil, Chairman of the Board of Deep Creek Fruits LP, a start-up Cherry
operation that acquired 140 hectares of land in Central Otago which has now been planted &
irrigated following the initial capital raise from 37 investors totalling $16.1 million. Chairman of
the Board of Chateau Hotel Marlborough Ltd, Chairman of Senior Move Managers Limited, which
provides a complete relocation service to seniors moving house or into Retirement Villages or
individual homes.
The Board unanimously recommends that Mr Ambro se’s appointment be confirmed by
election by shareholders.
Resolution 2 - Confirmation of election of Aiden Keegan
Aiden Keegan was appointed as a director of the Company by the board during the year in
accordance with clause 17.5 of the Company’s constitution. Under Listing Rule 2.7.1, Mr Keegan
retires at the annual meeting but is eligible for election by shareholders.
The Board considers Mr Keegan is not an Independent Director since he has an executive role
with the group.
Aiden has more than 25 years’ experience in the food and beverage industry, with strong skills in
franchisee and supplier relationship as well as optimisation of operational systems. Aiden has
been with Esquires for more than 20 years and was Operations Manager in Ireland before taking
the role of CEO for Esquires Coffee in the UK in October 2018 and he assumed his current role
as Group CEO in April 2024.

The Board unanimously recommends that shareholders vote in favour of Mr Keegan’s
election as a director
Resolution 3 – Confirmation of appointment of Katherine Scott
Katharine Scott was appointed as a director of the Company by the board during the year in
accordance with clause 17.5 of the Company’s constitution. Under Listing Rule 2.7.1, Ms Scott
Keegan retires at the annual meeting but is eligible for election by shareholders.
The Board considers Ms Scott is not an Independent Director since she has an executive role
with the group.
Katherine Scott joined the group as Chief Financial Officer, in October 2024. Katharine has a
track record in financial management, accounting, and strategic planning, bringing over 15 years
of diverse experience across multiple industries to her new role.
Throughout her career, Katharine has held senior financial with notable companies including
AHC Limited, where she served as Financial Controller, managing all financial operations,
statutory reporting, and audit processes. She has also worked with Immediate Media Company
Ltd, Chesterton’s Global Ltd, Palm Lake Group, Transit Australia Group, Alpha Flights Services
Pty Ltd, and LM Investment Management Ltd. In these roles, she demonstrated exceptional
leadership, financial expertise, and a commitment to driving value through strategic financial
oversight and cost management initiatives.
Katharine is a Certified Practicing Accountant (CPA Australia) and holds a Bachelor of Business
(Accounting) from the Queensland University of Technology and a Bachelor of Science
(Biochemistry with Microbiology) from Lancashire Polytechnic. She is also a member of the
Australian Society of Certified Accountants and a Justice of the Peace (Qualified).
The Board unanimously recommends that shareholders vote in favour of Ms Scott’s
election as a director
Resolution 4 –Re-election of Peihuan Wang
Peihuan Wang retires due to having held office for three years and, being eligible, offers himself
for re-election as Director.
The Board considers Mr Wang is not an Independent Director since he is associated with
Jiajiayue Holding Group Limited, a substantial shareholder of the Company currently holding
15% of Cooks Coffee shares.
Peihuan is currently the Chairman and General Manager of Shandong Jiajiayue Investment
Holdings Co. Limited and Vice President of the China Chain Store and Franchise Association.
Mr Wang has been the recipient of a few awards in China including ‘the National Quality
Excellent Manager’, ‘Person of the Year - Chinese Chain Industry’, ‘Person of the Year - Chinese
Retail Industry’, and ‘Weihai City Mayor’s Quality Award’. Mr Wang is of Chinese nationality and
resides in the Shandong Province. He brings a wealth of knowledge to the Board. JJY operates
more than 1,000 supermarkets in China and employs more than 50,000 staff.
The Board unanimously recommends that Mr Wang’s appointment be confirmed by
election by shareholders.
Resolution 5: Auditors
William Buck is automatically reappointed as auditor under section 207T of the Companies Act
1993. This resolution authorises the Board to fix the fees and expenses of the auditor.

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LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/CCC

Scan & email:
meetings.nz@cm.mpms.mufg.com
Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1142
Auckland 1010

Scan this QR code with your smartphone and vote online



General Enquiries

+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com


PROXY FORM/ADMISSION CARD COOKS COFFEE COMPANY LIMITED ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of Cooks Coffee Company Limited (the Company) will be held on Tuesday, 30 September 2025 at 2pm at
MUFG Pension & Market Services Offices, PwC Tower, Level 30, 15 Customs Street West, Auckland. If you wish to attend, please bring this Proxy
Form/Admission Card with you to the Meeting to assist with your registration.

Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to
be received by MUFG Pension & Market Services (the share registry), no later than 2pm, Sunday, 28 September 2025. You can also appoint your
proxy and vote on the resolutions on the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/CCC or by scanning
the QR code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as
your proxy by entering “Chairman” in the relevant space on the reverse of this form.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain from voting (providing the
proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying
a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting
instructions provided.
Appointing the Chairman of the Meeting as your proxy
The Chairman of the meeting can be appointed as a proxy. Where the Chairman is appointed as a discretionary proxy, he intends to vote in favour of
all Resolutions.

Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it
could appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate
shareholder (if it has one).

Go online to https://nz.investorcentre.mpms.mufg.com/voting/CCC to appoint your proxy

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CSN/Holder Number: «Holding_No»

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PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Cooks Coffee Company Limited:


hereby appoint _____________________________________________of________________________________________________
(Full Name) (Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 2pm on Tuesday, 30 September 2025
and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution, please tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf during a poll and your votes will not be counted computing the required majority, for that item. If no box is ticked for an item, your proxy
will vote as he or she sees fit or may abstain from voting.

To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion
1.
That Michael Ambrose, who retires by rotation in accordance with NZX Listing Rule
2.7.1, be re-elected as a director of the Company.
   
2.
That Aiden Keegan be elected a director of the Company in accordance with NZX
Listing Rule 2.7.1, following his appointment during the year by the Board.
   
3.
That Katherine Scott be elected a director of the Company in accordance with NZX
Listing Rule 2.7.1, following her appointment during the year by the Board.
   
4.
That Peihuan Wang, who retires by rotation in accordance with NZX Listing Rule
2.7.1, be re-elected as a director of the Company.

   
5.
That the Board is authorised to fix the auditor’s remuneration.
   




STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
but would like to ask a question, you can submit a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/CCC and
completing the online validation process or complete the question section below and return to MUFG Pension & Market Services. Questions
will need to be submitted by 2pm Sunday, 28 September 2025. The Board will address and answer questions during the meeting.




STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S)
This section must be completed.

Signed this_______________________________________________day
_______________________________________________2025

Signature _______________________________________________________________________________________________________


Contact Name: Daytime contact number:

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question:



CSN/Holder Number: «Holding_No»

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