SPH Notice – Graeme Keith Jackson

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both Sections 277 and 278, Financial Markets Conduct Act 2013 Note: This form must be completed in accordance with the instructions at the end of the form. To NZX Limited and To Cooks Global Foods Limited Relevant event being disclosed: Change in nature of relevant interest Date of relevant event: 29 August 2018 Date this disclosure made: 29 August 2018 Date last disclosure made: 20 July 2018 Substantial product holder(s) giving disclosure Full name(s): Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot. Summary of substantial holding Class of quoted voting products: Ordinary shares Summary for Graeme Keith Jackson; Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot. For this disclosure,-- (a) total number held in class: 85,170,065 (b) total in class: 489,509,248 (c) total percentage held in class: 17.399% For last disclosure,-- (a) total number held in class: 85,170,065 (b) total in class: 489,509,248 (c) total percentage held in class: 17.399% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: 1. Graeme Keith Jackson is the sole director and shareholder of Cooks Investment Holdings Limited (CIHL). 2. Graeme Keith Jackson has a legal interest, as underwriter of shares in CIHL, in 12,877,811 ordinary shares in CGF held by CIHL (Underwrite Shares). 3. Graeme Keith Jackson has transferred the beneficial interest in the Underwrite Shares to Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot at an issue price of $0.0775 per share and on the terms set out in the Debt Capitalisation Confirmation letter dated 28 August 2018. 4. As a result, Graeme Keith Jackson's interest in the Underwrite Shares has changed from a legal interest to a beneficial interest. 5. This transfer discharges the outstanding obligations of CIHL under Subscription Agreement with CGF dated 30 September 2015. Details after relevant event Details for Graeme Keith Jackson Nature of relevant interest(s): Legal interest and power to control exercise of voting rights For that relevant interest,-- (a) number held in class: 9,389,337 (b) percentage held in class: 1.918% (c) current registered holder(s): Cooks Investment Holdings Limited (d) registered holder(s) once transfers are registered: N/A Details for Graeme Keith Jackson Nature of relevant interest(s): Legal interest and beneficial interest as an investor through CIHL For that relevant interest,-- (a) number held in class: 14,902,529 (b) percentage held in class: 3.044% (c) current registered holder(s): Cooks Investment Holdings Limited (d) registered holder(s) once transfers are registered: N/A Details for Graeme Keith Jackson Nature of relevant interest(s): Legal interest as underwriter of shares held by CIHL For that relevant interest,-- (a) number held in class: 0 (b) percentage held in class: 0% (c) current registered holder(s): Cooks Investment Holdings Limited (d) registered holder(s) once transfers are registered: N/A Details for Graeme Keith Jackson Nature of relevant interest(s): Legal interest For that relevant interest,-- (a) number held in class: 2,362,780 (b) percentage held in class: 0.483% (c) current registered holder(s): Tasman Capital Limited (d) registered holder(s) once transfers are registered: N/A Details for Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot Nature of relevant interest(s): Legal and beneficial interest For that relevant interest,-- (a) number held in class: 37,173,719 (b) percentage held in class: 7.594% (c) current registered holder(s): Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot (d) registered holder(s) once transfers are registered: N/A Details for Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot Nature of relevant interest(s): Beneficial interest as an investor through CIHL For that relevant interest,-- (a) number held in class: 21,341,700 (b) percentage held in class: 4.359% (c) current registered holder(s): Cooks Investment Holdings Limited (d) registered holder(s) once transfers are registered: N/A Additional information Address(es) of substantial product holder(s): C/- Duncan Cotterill, Level 2, 50 Customhouse Quay, Wellington Contact details: Matt Yates, matt.yates@duncancotterill.com, 04 471 9428 Nature of connection between substantial product holders: Graeme Keith Jackson, Patricia Frances Jackson and Phillip Mack Picot are trustees of the Nikau Trust and hold shares jointly in such capacity. Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: N/A Disclosure has effect for purposes of directors' and senior managers' disclosure Graeme Keith Jackson is also a director and senior manager of Cooks Global Foods Limited. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, Matthew Yates, Solicitor, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00323020 For:CGF Type:SHINTR Time:2018-08-29 14:45:45