2017 June 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 98 Esquires Coffee stores in operation across 9 countries. Cooks’ shares are listed on the alternative market (the NZAX) operated by NZX Limited (NZX). The Company’s market capitalisation was $28.7 million as at 12 June 2017 and its unaudited total equity was $7.8 million as at 30 September 2016. A profile of Cooks is set out in section 4.

1.2 Capital Raising

Cooks announced on 20 March 2017 that it had secured $10 million in new capital from its 3 largest shareholders (the Capital Raising). The Capital Raising consists of:

• Jiajiayue Holding Group Limited (JJY) (through its New Zealand wholly owned subsidiary Weihai Station Limited (Weihai)) subscribing for 44,873,240 new fully paid ordinary shares at an issue price of $0.0775 per share for a total consideration of $3,477,676 (the JJY Allotment)

• YunNan Metropolitan Construction Investment Group Co. Limited (YMCI) subscribing for 23,142,413 new fully paid ordinary shares at an issue price of $0.0775 per share for a total consideration of $1,793,537 (the YMCI Allotment)

• Cooks Investment Holdings Limited (CIHL) underwriting a maximum of $4,730,000 of new capital to be issued under a share purchase plan (the SPP) for the Company’s shareholders at an issue price of $0.0775 per share (the Underwriting Arrangements). The SPP will open within one month of the JJY Allotment and the YMCI Allotment being completed. We refer to the JJY Allotment and the YMCI Allotment collectively as the Allotments.

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