2015 November Independent Adviser’s Report

1. Introduction

1.1 Background

Cooks Global Foods Limited (Cooks or the Company) owns the intellectual property and master franchise rights for Esquires Coffee worldwide, excluding New Zealand and Australia. There are currently 78 Esquires Coffee stores in operation across 8 countries. Cooks’ shares are listed on the alternative market (NZAX) operated by NZX Limited (NZX). The Company’s market capitalisation was $40.6 million as at 3 November 2015 and its audited total equity was $8.4 million as at 31 March 2015. A profile of Cooks is set out in section 3.

1.2 DSL Management Limited

The Company’s largest shareholder at present is DSL Management Limited (DSL), which holds 137,348,909 fully paid ordinary shares in the Company. This represents 40.59% of the total number of shares on issue. DSL is controlled by Cooks’ executive directors Stuart Deeks and Lewis Deeks. DSL was issued 136,348,909 fully paid ordinary shares in the Company in October 2013 when Cooks acquired Franchise Development Limited (FDL) from Stuart Deeks and Lewis Deeks and the trustees of their respective family trusts.

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