Me Today - Notice of Annual Shareholder Meeting

ME TODAY LIMITED – NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the 2022 annual meeting of shareholders of Me Today Limited (the Company) will be held at Events on Khyber, Level 2, 155 Khyber Pass Road, Grafton, Auckland 1023 on Wednesday 7 December 2022 commencing at 12.00pm.

Agenda

1 Chairman and Chief Executive Officer Presentations

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

“That Richard Pearson be elected as a Director of Me Today Limited”

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

“That Roger Gower, who retires in accordance with the NZX Listing Rules, and having offered himself for re-election and being eligible, is re-elected as a Director of the Company”

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

“That the Directors of the Company be authorised to fix the fees and expenses of BDO as auditor of the Company.”

5 To consider any other business that can be properly brought before the meeting.

Explanatory notes regarding the resolutions are attached to this notice of meeting.

For and on behalf of the Board

Stephen Sinclair
Company Secretary
10 November 2022

EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

ELECTION OF RICHARD PEARSON, Non-executive Director

Richard Pearson was appointed to the Board as an additional director in November 2021. Richard offers himself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.

Richard has been Chairman of Wellington Electricity Distribution Network Limited and its subsidiary companies since the organisation’s establishment in 2008. He was also appointed Chairman of Enviro (NZ) Limited in 2013. Prior to his current positions, Richard worked for Hutchison Whampoa Group (now known as CK Hutchison Holdings) from 1975 to 2007, holding various senior roles in Hutchison Port Holdings Group, including Managing Director – Europe Division from 2005 to 2007, President of ECT Rotterdam from 2002 to 2004, as well as Managing Director of Hongkong International Terminals Ltd from 1996 to 1998. Richard holds a Bachelor’s degree in Commerce.

The Board considers Richard will be a non-executive director. Richard is not considered to be an independent director under the NZX listing rules due to an association with the trustees of the TW Jarvis (No. 1) Trust, the company’s second largest shareholder.

The Board unanimously recommend that shareholders vote in favour of Richard’s election.


ELECTION OF ROGER GOWER, Independent Director

Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with the constitution of the Company, a director must not hold office (without re-election) past the third annual meeting following the director’s appointment or 3 years, whichever is longer. If the Director is eligible, they may offer themselves for re-election by shareholders at the third annual meeting following their appointment. In this case, Roger Gower retires and, being eligible, offers himself for re-election by shareholders at the Annual Shareholders’ Meeting. Roger Gower is a non-executive Director who the Board considers to be an Independent Director, as described in the NZX Listing Rules.

Roger has wide experience as a company executive, director and Chairman in both public and private companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation Auckland Limited (the Food Bowl). Roger is the Chief Executive of New Zealand’s Best Food & Beverage Limited, a company affiliated with Douglas Pharmaceuticals that has developed wellbeing products targeting the mother & baby and aged care sectors under the Douglas Nutrition brand. Roger was Chairman at Charlie’s juice company, which listed in 2005 and prior to that had a corporate career in logistics and transportation. Roger has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from the University of Cambridge.

The Board unanimously recommend that shareholders vote in favour of Roger’s re-election.

AUDITOR REMUNERATION

BDO is automatically reappointed as auditor of the company under section 207T of the Companies Act 1993 (the Act). Pursuant to section 207S of the Act, this resolution authorises the Directors to fix the fees and expenses of the auditor.


Voting

The resolutions will be voted on by shareholders of the Company as ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority of the votes cast of the shareholders entitled to vote and voting.

Voting on the resolutions will be by poll. Results of voting will be available after the conclusion of the meeting, and will be notified on NZX.

The only persons entitled to vote at the annual meeting are registered shareholders as at 5:00pm on Monday, 5 December 2022 and only the ordinary shares registered in those shareholders’ names may be voted at the annual meeting.

Any shareholder who is entitled to vote at the annual meeting may appoint a proxy to attend and vote on their behalf. A shareholder wishing to appoint a proxy should complete and return the Proxy Voting Form (enclosed with this notice of meeting) in the manner specified on the Proxy Voting Form so that the form is received by Computershare no later than 48 hours before the time for holding the meeting. Alternatively, shareholders can appoint their proxies online at www.investorvote.co.nz.

A proxy does not have to be a shareholder in the Company. A shareholder may appoint any person to act as a proxy. The Chairman of the meeting or any other director can be a proxy for a shareholder if a shareholder wishes to appoint the Chairman or director as their proxy.

If, in appointing a proxy, you have inadvertently not named someone to be your proxy (either online or on the enclosed Proxy Voting Form), or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy, and will vote in accordance with your express direction. If appointed as a discretionary proxy, each Director and the Chairman intends to vote in favour of all resolutions.

To direct your proxy how to vote on each resolution, you should tick the appropriate box on the enclosed Proxy Voting form (or using the online portal at www.investorvote.co.nz). Except as set out in the Proxy Voting Form, if you appoint a proxy, but do not tick one of the boxes in relation to a resolution, you will be deemed to have granted your proxy the discretion to cast your votes as he or she decides.

Any corporation that is a shareholder may appoint a person as its representative to attend the annual meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy. A corporation wishing to appoint a person must ensure that the representative brings an original of the notice appointing him or her to the meeting. To assist administration, the Company would be grateful if notices appointing representatives are delivered to Computershare Investor Services Limited, Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand (Private Bag 92119, Auckland 1142) at least 48 hours before the time of the meeting. If the note of appointment is not delivered to the Company’s Share Register prior to the meeting, the representative must bring to the meeting an original copy of the notice of appointment signed by the relevant company or body corporate.

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Announcement PDF