Me Today - Notice of Annual Shareholder Meeting

Friday 1st December 2023

Notice is given that the 2023 annual meeting of shareholders of Me Today Limited (the Company) will be held over Microsoft Teams on Wednesday 20 December 2023 commencing at 10:00am. Please register for the meeting by clicking on the link in the Notice of Meeting, or email vote@metoday.com (providing your full name, shareholder number and associated organisation (if any). To ensure registration, we advise shareholders to register by 4pm Tuesday 19 December 2023.

Agenda

1 Chairman’s address

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

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

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

“That Michael Kerr, 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 Stephen Sinclair, 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”

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

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

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

“That Antony Vriens, 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”

7 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.”

8 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

29 November 2023

EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Election of Directors

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, the following Directors offer themselves for re-election by shareholders at the Annual Shareholders’ Meeting.

Election of Grant Baker, Non-executive Chairman

Grant was appointed to the Board in March 2020. Grant offers himself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.

Grant Baker has wide experience at a senior level in both public and private New Zealand companies. He is currently the chairman of Turners Automotive Group, a position he has held for more than 10 years. He was a cofounder of The Business Bakery and has a number of successes under his belt, including being chairman of both 42 Below vodka and Trilogy International. 42 Below was sold to Bacardi in 2006, and Trilogy was sold to CITIC Group. Grant is also a cancer survivor and has a strong interest in the health and wellbeing sector. Until recently he was the chairman of The Gut Cancer Foundation, a position he has held for 15 years.

Grant is not considered to be an independent director under the NZX Listing Rules as MTL Securities Limited, a company in which he is a director, is a substantial product holder of Me Today. Also, interests associated with Grant have an ownership interest in MTL Securities Limited.

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

Election of Michael Kerr, Executive Director

Michael was appointed to the Board in March 2020. Michael offers himself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.

Michael holds a Bachelor of Commerce degree, majoring in marketing and management, from the University of Auckland. Michael has worked in sales and marketing roles for several local and multinational businesses. More recently he was responsible for establishing the Swisse brand in New Zealand across multiple retail channels, and was the general manager of the skincare brand, Trilogy. Michael’s career spans 20 years, in which time he has developed a wealth of knowledge both locally and internationally of how to create and grow brands in the Health and Wellness space.

Michael is not considered to be an independent director under the NZX Listing Rules as he is the Chief Executive Officer and a director of MTL Securities Limited, a substantial product holder of Me Today. Interests associated with Michael have an ownership interest in MTL Securities Limited.

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

Election of Stephen Sinclair, Executive Director

Stephen was appointed to the Board in March 2020. Stephen offers himself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.

Stephen is a Chartered Accountant, and spent the early part of his career with PriceWaterhouseCoopers. In 1999 he started working with Grant Baker and since then has been involved with numerous successful startups, including 42 Below, Ecoya and Trilogy, and was involved in the recapitalisation of Dorchester Pacific which is now the Turners Automotive Group.

Stephen is not considered to be an independent director under the NZX Listing Rules as MTL Securities Limited, a company in which he is a director, is a substantial product holder of Me Today. Interests associated with Stephen have an ownership interest in MTL Securities Limited. Stephen also provides consulting services to Me Today.

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

Election of Hannah Barrett, Independent Director

Hannah was appointed to the Board in March 2020. Hannah offers herself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.

Hannah has a Bachelor of Commerce degree, majoring in commercial law and accounting, from Victoria University and is a qualified Chartered Accountant. Hannah spent three years working at PricewaterhouseCoopers in the Financial Advisory team working on assignments for global companies as well as New Zealand based businesses and individuals. Hannah also runs her own business specialising in digital consulting and marketing. Hannah supports a number of charities and is an ambassador for Sweet Louise.

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

Election of Antony Vriens, Independent Director

Antony was appointed to the Board in March 2020. Antony offers himself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.

Antony is a seasoned executive with a career in health and financial services corporations across New Zealand, Australia and Asia. He is currently an Independent Director of the Turners Automotive Group, and is the Chairman of DPL Insurance Limited (Turners’ insurance subsidiary). Antony is a medical doctor by background and brings a strong interest in wellness and nutrition, which is supported by his medical training. Antony is also currently involved in new health technology initiatives to support lifestyle change in the Asia region. In addition to his medical degree, Antony holds an MBA from the University of Auckland, with a background in international business and innovation.

The Board unanimously recommend that shareholders vote in favour of Antony’s 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, 18 December 2023 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 the resolution.

To direct your proxy how to vote on the 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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