Me Today – Shareholders’ meeting to consider placement

9059741.9
1 March 2022
Dear shareholders,
Shareholders’ meeting to consider $6m placement
Introduction
On 29 November 2021, Me Today Limited announced that its major shareholders MTL Securities
Limited (MTL) and the trustees of TW Jarvis (No. 1) Trust (Jarvis Trust) had agreed to invest
additional cash of $6 million through a share placement, conditional upon shareholder approval.
It is proposed that the additional shares be issued at 8.8 cents per share, the same issue price for
capital raised as part of the recent King Honey acquisition. MTL has agreed to contribute
$3.75 million and the Jarvis Trust $2.25 million, reflecting their relative shareholdings.
The issue to MTL will increase MTL’s holding by 2.73% to 34.16%, and the issue to Jarvis Trust will
increase Jarvis Trust’s holding by 1.88% to 17.97%. The aggregate increase in holdings of both MTL
and Jarvis Trust is 4.61% to 52.13%.
The share placement is intended to lessen cashflow pressure on the company, following
disappointing sales projected for the King Honey business in the 2022 financial year.
The King Honey business incurs a significant portion of its annual costs in the harvesting season
from November through to April. Inventory is built up during this time, and at the conclusion of
the current harvest, honey inventory is currently expected to be approximately $18 million at
wholesale value. Therefore while cash expenses are high a significant asset is being built.
The Board has assessed that the $6 million of additional capital will be sufficient to meet the
Company’s additional working capital requirements over the next year arising from the impact of
the lower level of King Honey sales.
Notice of Meeting and Independent Adviser’s Report and Appraisal Report
Accompanying this letter is a notice of special meeting of shareholders of Me Today, seeking
shareholder approval of the placement. The notice is accompanied by an Independent Adviser’s
Report and Appraisal Report in respect of the Placement of Shares to MTL Securities Limited and
the trustees of the TW Jarvis (No. 1) Family Trust dated February 2022 prepared by Simmons
Corporate Finance.
Simmons Corporate Finance has concluded, having regard to all relevant factors, that the positive
aspects of the placements outweigh the negative aspects from the perspective of, and that the
terms and conditions of the placements are fair to, the non-associated shareholders. See in
particular sections 2.2 of and 3.2 of the Simmons Corporate Finance report for a summary of the
basis of Simmons’ opinion.
Independent directors’ recommendation
The three independent directors of the company have unanimously recommended that
shareholders vote in favour of the resolutions to approve the placements.
Yours sincerely



Grant Baker
Chairman

ME TODAY LIMITED
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is given that a Special Meeting of Shareholders of Me Today Limited (the Company) will be
held as an audio meeting on Friday 18 March 2022 commencing at 1.00 pm.
Given COVID-19 related restrictions, and in the interest of safety of shareholders, the Company
has elected to hold the meeting as an audioconference only meeting.
Shareholders will need to pre-register for the meeting. To do so click this link and follow the
instructions: https://s1.c-conf.com/diamondpass/10020251-asmsb22.html
Pre-registering for the meeting means shareholders will have immediate access to the special
meeting link on the day with no need to wait for an operator to verify you. We encourage all
shareholders to pre-register (providing your full name, associated organisation (if any), and any
questions you wish to lodge in advance).
You will then be provided with the dial in number, the Passcode, and your unique access PIN. This
information will also be emailed to you as a calendar invite.
On the day, simply dial the number in the calendar invite and enter the passcode followed by your
PIN, and you will join the annual meeting instantly.
The Explanatory Notes which accompany this Notice of Meeting set out the details of the
placements which are the subject of the resolutions and the approval required for the resolutions
under the NZX Listing Rules and the Takeovers Code.
BUSINESS OF THE MEETING
1. MTL Placement – Ordinary Resolution
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company:
“To approve the issue of 42,613,636 additional ordinary shares to MTL Securities Limited at an
issue price of 8.8 cents each payable in cash with such shares to rank equally with existing
shares in the Company, as described further in the explanatory notes to the notice of meeting."
Implementation of this resolution is conditional upon resolutions 2 and 3 also being approved
by the shareholders of the Company.
2. Jarvis Trust Placement – Ordinary Resolution
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company:
“To approve the issue of 25,568,182 additional ordinary shares to Terrence Wayne Jarvis and
Jarvis Burnes Trustee Limited as trustees of the TW Jarvis (No. 1) Family Trust at an issue price
of 8.8 cents each payable in cash with such shares to rank equally with existing shares in the
Company, as described further in the explanatory notes to the notice of meeting."
Implementation of this resolution is conditional upon resolutions 1 and 3 also being approved
by the shareholders of the Company.

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3. Related Party – Ordinary Resolution
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company:
“To approve the MTL Placement and the Jarvis Trust Placement for the purposes of NZX Listing
Rule 5.2.1."
Implementation of this resolution is conditional upon resolutions 1 and 2 also being approved
by the shareholders of the Company.
NOTES
1. Explanatory Notes
Explanatory notes for the resolutions are set out in the following pages. Additional information
is set out in the Independent Adviser’s Report and Appraisal Report in respect of the Placement
of Shares to MTL Securities Limited and the Trustees of the TW Jarvis (No. 1) Family Trust dated
February 2022 prepared by Simmons Corporate Finance, that accompanies this document.
2. Voting Restrictions
MTL Securities Limited and Terrence Wayne Jarvis and Jarvis Burnes Trustee Limited as
trustees of the TW Jarvis (No. 1) Family Trust and any “Associated Person” (as that term is
defined in the NZX Listing Rules) of them or any “associate” (as defined in the Takeovers Code),
are not entitled to vote on the resolutions.
Persons subject to a voting restriction may not be appointed as a discretionary proxy (but can
be appointed as a non-discretionary proxy and expressly directed how to vote if appointed by
a person who is not disqualified from voting). Discretionary proxies given to persons
disqualified from voting will not be valid.
All persons registered on the Company’s register of shareholders as the holders of shares as at
5pm on Wednesday 16 March 2022 will, subject only to the preceding restrictions, be entitled
to vote at the meeting in person or by proxy.
3. Proxies
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead. A proxy need not be a shareholder of
the Company.
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 through the proxy form.
Restrictions in the NZX Listing Rules mean that the chairman Grant Baker or directors Stephen
Sinclair or Michael Kerr are not permitted to vote undirected proxies. The other directors
intend to vote any undirected proxies in favour of both resolutions.
A proxy form is enclosed. To be effective, appointments of a proxy should be lodged at least
48 hours before the meeting is due to begin (i.e. before 1.00 pm on Wednesday 16 March
2022), in accordance with the instructions in the notes to the accompanying proxy form.
By Order of the Board of Directors
Stephen Sinclair
Company Secretary

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EXPLANATORY NOTES
Introduction
The special meeting of shareholders of Me Today Limited (the Company) is being called for the sole
purpose of considering resolutions to approve placements of new shares to MTL Securities Limited
(MTL) and to Terrence Wayne Jarvis and Jarvis Burnes Trustee Limited as trustees of the TW Jarvis
(No. 1) Family Trust (Jarvis Trust) (each a Placement, together the Placements).
The notice of meeting is accompanied by an Independent Adviser’s Report and Appraisal Report in
respect of the Placement of Shares to MTL Securities Limited and the Trustees of the TW Jarvis
(No. 1) Family Trust dated February 2022 prepared by Simmons Corporate Finance (the IAR).
The IAR is required by NZX Listing Rules (Listing Rules) 7.8.5(b) and 7.8.8(b). Listing Rule 7.8.5(b)
requires an appraisal report to be prepared where 50% of the issued shares in each resolution will
be acquired by Directors or their “Associated Persons” (as defined in the Listing Rules). Listing Rule
7.8.8(b) also requires an appraisal report to be prepared for notices of meeting to approve a related
party transaction under Listing Rule 5.2.1.
Reasons for the Placements
On 30 June 2021 the Company had completed the acquisition of King Honey Limited from Jarvis
Trust.
On 23 September 2021 the Company provided an update on the King Honey acquisition and trading.
The Company announced that the expected King Honey sales for the year ended 31 March 2022
would be considerably less than anticipated, due to higher than expected inventory levels of BEE+
products in market in China.
On 29 November 2021 the Company announced that it had continued discussions with King Honey’s
Chinese channel partner in respect to future orders post their reports of a successful 11.11 trading
period, which consumed a significant amount of their inventory. However the group has not yet
finalised forward orders for 2022. Given the uncertainty around timing of the forward orders, the
company advised it expected King Honey sales for the 2022 financial year to be between $5 million
and $7 million, which will create some cashflow pressure. The Company’s subsidiary King Honey
Limited is currently in the midst of the 2022 honey harvesting season crop, and has a range of
associated payments to make in the ordinary course of its business in connection with the harvest.
The King Honey business has approximately 18,500 Beehives placed across the North Island and
Marlborough regions of New Zealand.
In the 29 November 2021 announcement, the Company also advised that In order to lessen the
cashflow impact, the company’s major shareholders MTL and Jarvis Trust had agreed to invest
additional cash of $6 million through a share placement, conditional upon shareholder approval.
MTL and Jarvis Trust have agreed to pay for the shares they have agreed to subscribe for within 2
working days after shareholder approval of the Placements.
The Agreement for Sale and Purchase of King Honey contained customary warranties and
indemnities. The Board had carefully considered whether the Company would issue legal
proceedings to make a warranty claim against Jarvis Trust in connection with disclosures made in
connection with the King Honey sale, and engaged in correspondence with the vendor, Jarvis Trust.

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The vendor did not accept it was aware that the BEE+ inventory levels held by King Honey’s largest
customer would result in a reduction of forecast sales. Litigation could have been protracted,
expensive and the prospects of success were not assured.
The Board decided to negotiate a placement with the vendor instead, as it considered that course
to be in the best interest of the Company and shareholders as a whole. The Placement agreement
provides that if the Company completes the Placement (after shareholder approval), it settles the
issues between the Company and the vendors. In the event that shareholders do not approve the
allotment to Jarvis Trust, the Company is unlikely to pursue litigation with the vendors.
The Board also extended the negotiation to MTL, so as to raise additional funding at a fair price and
reasonable price to the Company.
Financial outlook
In the Company’s half year results announcement on 29 November 2021 the Company advised
that, while it had not yet finalised forward orders for the 2022 financial year, it expected King
Honey sales to be between $5 million and $7 million. During the Company annual meeting of
shareholders, the Chair advised that the Company expected FY 2022 gross revenue for the group,
excluding King Honey to be at least $3 million.
In its 23 September 2021 announcement the Company had indicated it anticipated King Honey
was projected to break even at an EBITDA level. Obviously the further adverse 29 November
revenue revision indicated an EBITDA loss was expected. The extent of EBITDA loss will depend
on the final FY 2022 sales, and any acquisition accounting adjustments which will not be
determined until after balance date. In June 2021 the Company had indicated that EBITDA for the
group, excluding King Honey, was expected to incur an EBITDA loss of around $3.3 million for FY
2022.
The Company has also previously noted that the Covid-19 pandemic has continued to impact the
performance of the Company's brands in New Zealand and in international markets. COVID-19 has
reduced the sale of BEE+ branded product through tourist and gift stores in New Zealand and the
ability to increase that revenue base is dependent on further re-opening of the borders.
Internationally, the significant increase in the spread of the pandemic has slowed expansion into
additional markets.
Restrictions on movements through varying levels of lockdown from country to country have
made it difficult to carry out business, especially when brand and market growth are a core part
of strategy. In New Zealand the extended lockdown and, more recently, the Covid protection
framework settings have impacted retail pharmacy sales.
The Company will continue to monitor its performance, as impacted by Covid-19, and it will
further update the market should the need arise. The Company’s latest announcements are
available from the NZX website at https://www.nzx.com/companies/MEE/announcements.
The share placement is intended to lessen cashflow pressure on the company, following the
disappointing sales projected for the King Honey business in the 2022 financial year. As noted in
the chair’s letter, the King Honey business incurs a significant portion of its annual costs in the
harvesting season from November through to April. Inventory is built up during this time, and at
the conclusion of the current harvest, honey inventory is currently expected to be approximately
$18 million at wholesale value. Therefore while cash expenses are high a significant asset is being
built.

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The Board has assessed that the $6 million of capital will be sufficient to meet the Company’
additional working capital requirements over the next year arising from the impact of the lower
level of King Honey sales.
As noted above, and while not related to the special meeting, on 25 February 2022 the Company
advised NZX that it will change its balance date from 31 March to 30 June each year, to ensure
that the annual Mānuka honey harvest is completed inside its reporting period.
With the balance date change, the next audited reporting period will be for the fifteen-month
period 1 April 2021 to 30 June 2022 (with comparative figures of the 12 month period to 31
March 2021). These audited results will be lodged with NZX before the end of August 2022.
Prior to the end of May, the Company will still lodge with NZX unaudited condensed financial
statements for the 12 months ended 31 March 2022. These financial statements will include nine
months trading of the King Honey business and twelve months of the Me Today business,
including The Good Brand Company.
Issue price
The new shares are proposed to be issued at 8.8 cents per share, the same issue price for capital
raised as part of the King Honey acquisition. The board of the Company considers the issue price
for the new shares is fair and reasonable to the Company and to shareholders other than MTL or
Jarvis Trust (Non-associated shareholders).
Section 2.4 of the IAR contains an analysis of the reasonableness of the issue price for the new
shares, having regard to the issue price for other recent share issues by the Company, trading of
the Company’s shares in the NZX Main Board prior to announcement of the Placements, and the
asset back of the Company’s shares.
The IAR concludes that the placement issue price of 8.8 cents per share is fair from the perspective
of the Non-associated Shareholders as it is at a premium to the prices that the Company’s shares
traded at on the NZX Main Board prior to the announcement of the Placements and is equivalent
to the issue price of the 292,613,634 ordinary shares issued in June 2021 to fund the King Honey
acquisition.
Number of new shares and impact of voting control
Subject to shareholder approval:
 MTL will be issued 42,613,636 new shares to raise $3.75 million, and
 Jarvis Trust will be issued 25,568,182 new shares to raise $2.25 million.
The total number of new shares to be issued is 68,181,818 to raise $6 million in total. The new
shares will have the same rights and rank equally with the existing shares in the Company from the
time of issue.
The following table summarises the existing shareholding structure of the Company, and describes
the expected shareholding structure after completion of the Placements.

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Current
shareholdings %
Placement
shares
Shareholdings
after Placements %
MTL 222,000,000 31.43% 42,613,636 264,613,636 34.16%
Jarvis Trust 113,636,364 16.09% 25,568,182 139,204,546 17.97%
335,636,364 47.51% 68,181,818 403,818,182 52.13%
Non-associated shareholders 370,795,714 46.15% N/A 370,795,714 47.87%
Total 706,432,078 100.00% 68,181,818 774,613,896 100.00%
The percentage of the aggregate of all existing voting securities and all voting securities being allotted that the number being
allotted represents is 8.80%.
Connections of subscribers with directors
The Company’s chairman, Grant Baker, and directors Stephen Sinclair and Michael Kerr, are
“Associated Persons” (as defined in the Listing Rules) of MTL.
MTL is 90% owned by Velocity Capital Limited Partnership, which is controlled by family trusts
associated with each of Grant Baker and Stephen Sinclair, and 10% owned by M & N Kerr Holdings
Limited associated with Michael Kerr.
Director Richard Pearson was appointed to the board of the Company as an additional director on
29 November 2021 to represent the Jarvis Trust’s interests and as such may be regarded as an
Associated Person of Jarvis Trust under the Listing Rules.
Section 2.6 of the IAR contains a commentary on the impact of the Placements on control of the
Company. The Board agrees with that commentary.
Independent directors’ recommendation
The independent directors of the Company, Hannah Barrett, Roger Gower, and Antony Vriens,
unanimously recommend that shareholders approve both resolutions.
The independent directors’ reasons for recommending approval of the resolutions are that the
Placements will enable the Company to cost-effectively raise additional working capital to assist
with the cashflow pressures facing the Company arising from the lower than expected King Honey
sales and short term requirements for funding completion of the 2022 harvest season.
The issue price is above recent share trading and the independent directors do not consider the
same amount of capital could be raised in a rights issue or an alternative placement without a
significantly more dilutive issue price. The Placement will not have any material impact on control
of the Company.
Including for the reasons explained at page 3 above, the alternative of pursuing a legal claim against
the King Honey vendors was not considered to be in the best interests of the Company and
shareholders as a whole, compared to completing the Placement.
Directors Grant Baker, Stephen Sinclair, Michael Kerr and Richard Pearson have abstained from
making a recommendation because of their connections with MTL and Jarvis Trust, as described
under the heading “Connections of subscribers with directors” above.
Cross-conditionality of resolutions
The Placement Agreement provides that implementation of each resolution is conditional upon the
other resolution being approved by the shareholders of the Company.

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Consequences of Resolutions 1, 2 and 3 not being approved
Given the cross-conditionality of the Placements, in the event that either resolution 1, 2 and 3 are
not approved by shareholders then neither Placement will proceed, and the Company will not raise
the additional capital of $6 million from MTL and Jarvis Trust.
The Company would need to seek additional capital from alternate sources following the
shareholders meeting, which is not expected to be available on terms as favourable to the Company
or shareholders as the Placements’ terms. Because the Company has a high degree of confidence
shareholders will support the Placement it has not formulated detailed plans in for alternative
capital raising. However, the Company would most likely undertake a $6 million discounted rights
issue at an issue price well below the 8.8 cent per share Placement issue price (reflecting the current
market price is 6 cents per share), or it would need to consider generating additional operating cash
flow by selling some of its inventory of bulk Mānuka Honey at a discounted price and/or reducing
its operating expenditure and slowing investment in the group.
Additional information relating to the resolutions
Nature of resolutions
The resolutions to be considered at the meeting include three ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company,
entitled to vote and voting.
Requirements for Resolution 1
Resolution 1 is required by Listing Rule 4.1.1 which generally requires share issues to be approved
by shareholders unless an exception applies under the Listing Rules.
Clause 10 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 (the Class Exemption)
applies to resolution 1. MTL’s shareholding in the Company immediately prior to completion of the
King Honey acquisition was 53.85% of the Company’s shares. MTL’s holding was diluted to 31.49%
on 30 June 2021, at the time of settlement of the King Honey acquisition and is currently 31.43%.
The Class Exemption allows MTL to increase its shareholding by up to 5% from its diluted holding
on 30 June 2021 in the 12 month period ending 30 June 2022 (assuming no other changes to MTL’s
shareholding). The allotment to MTL will increase MTL’s holding by 2.73% to 34.16%, so the Class
Exemption means that strictly no shareholder approval is required for that increase under the
Takeovers Code.
MTL and Jarvis Trust (and their “Associated Persons”) (as defined in the Listing Rules) or
“associates” (as defined in the Takeovers Code) are not permitted to vote on resolution 1 under
Listing Rule 6.3.
Requirements for Resolution 2
Resolution 2 is required by Listing Rule 4.1.1. Resolution 2 is also required by rule 7(d) of the
Takeovers Code.
MTL and Jarvis Trust may be considered to be acting in concert in relation to the Placements and
therefore be treated as associates for the purposes of the Takeovers Code. Given the risk to Jarvis
Trust of being treated as associates, Jarvis Trust and the Company has elected to seek shareholder
approval of the allotment of shares to Jarvis Trust under Rule 7(d) of the Takeovers Code.
The allotment to Jarvis trust will increase Jarvis Trust’s holding by 1.88% to 17.97%. The aggregate
increase in holdings of both MTL and Jarvis Trust is 4.61% to 52.13%.
While MTL and Jarvis Trust may be considered to be associates in respect of the Placements (on the
basis that each may be acting in concert in relation to the Placements), MTL and Jarvis Trust do not

8

consider themselves “associates” (as defined under the Takeovers Code) in any other
circumstances.
MTL and Jarvis Trust (and their “Associated Persons”) (as defined in the Listing Rules) or
“associates” (as defined in the Takeovers Code) are not permitted to vote on resolution 2 under
Listing Rule 6.3 and Rule and Rule 17 of the Takeovers Code.
Requirements for Resolution 3
Resolution 3 is required by Listing Rule 5.2.1 which requires “Material Transactions” with “Related
Parties” to be approved. Because, at the time of entry into the conditional agreement to make the
Placement, the total amount of the Placement exceeded 10% of the Company’s “Average Market
Capitalisation” (as defined in the Listing Rules) the Placement is a “Material Transaction”. Because
this “Material Transaction” Placement is to be made to MTL and to Jarvis Trust, substantial
shareholders and which has directors associated with them on the Company’s board, Listing Rule
5.2.1 applies.
MTL and Jarvis Trust (and their “Associated Persons”) (as defined in the Listing Rules) are not
permitted to vote on resolution 3 under Listing Rule 6.3.
15% Placement Listing Rule
Because of the Listing Rule requirements above (as described under the “Requirements for
Resolution” headings), the Company is not able to make the Placement without shareholder
approval under Listing Rule 4.5 (15% Placements). Under that Listing Rule, in summary, listed equity
issuers may place in accordance with requirements of the Listing Rules, up to 15% of the number
of shares on issue in rolling 12 month periods.
The Company currently has 706,432,078 shares on issue, and has not relied on Listing Rule 4.5 in
the last 12 months. Accordingly, its placement capacity under Listing Rule 4.5 is currently
105,964,811 shares.
NZ RegCo no objection
This notice of meeting has been reviewed by NZ RegCo. NZ RegCo has confirmed that it has no
objection to this notice of meeting. However, NZ RegCo does not take responsibility for any
statement in this notice of meeting or any other document.
Specific disclosures required by Takeovers Code
MTL and Jarvis Trust may be considered to be acting in concert in relation to the Placements and
therefore be treated as associates under the Takeovers Code in relation to the Placements. Given
the risk of being treated as associates, the Company has elected to seek shareholder approval of
the allotment of shares to MTL and to Jarvis Trust under Rule 7(d) of the Takeovers Code.
The following information is provided as required by Rule 16 (and Schedule 4) of the Takeovers
Code:
(a) MTL Securities Limited is the allottee of 42,613,636 additional ordinary shares. Velocity Capital
LP is the controller of MTL. Terrence Wayne Jarvis and Jarvis Burnes Trustee Limited as trustees
of Jarvis Trust is the allotee of 25,568,182 additional ordinary shares.
(b) The table set out on page 5 sets out the number of new shares being allotted to each of MTL,
Jarvis Trust and the total Placement size, the percentage of the aggregate of all existing voting
securities and all voting securities being allotted that each such number represents, the
percentage of all voting securities that will be held or controlled by each allottee after
completion of the Placement allotments, and the aggregate of the percentages of all voting
securities that will be held or controlled by the allottee and the allottee’s associates after

9

completion of the Placement allotments. MTL and Jarvis Trust have agreed to pay for the shares
they have agreed to subscribe for within 2 working days after shareholder approval of the
Placement.
(c) The issue price for the Placements is 8.8 cents per new share or $6 million in total.
(d) The reasons for the Placements are described on page 3. MTL and Jarvis Trust have agreed to
pay for the shares they have agreed to subscribe for within 2 working days after shareholder
approval of the Placements.
(e) The allotments under the Placements, if approved, will be permitted by rule 7(d) of the
Takeovers Code as an exception to rule 6 of the Takeovers Code
(f) Statements in accordance with Rule 16(g) of the Takeovers Code have been provided to the
Company by MTL, Velocity Capital LP and M & N Kerr Holdings Limited.
MTL has confirmed that there are no agreements or arrangements (whether legally
enforceable or not) that have been, or are intended to be, entered into between MTL and
any other person (other than between MTL, Jarvis Trust and the Company in respect of the
matters referred to in paragraphs (a) to (d) above) relating to the allotment, holding or
control of the voting securities to be allotted, or to the exercise of voting rights in the
Company, other than under a shareholders’ agreement between Velocity Capital LP and M
& N Kerr Holdings Limited (Shareholders’ Agreement). The Shareholders’ Agreement
provides that all shares MTL holds will be voted as determined by the board of MTL. The
board of MTL comprises Grant Baker, Stephen Sinclair and Michael Kerr.
The board of MTL is constituted pursuant to the Shareholders’ Agreement, under which
Velocity is entitled to appoint up to two directors, and M&N Kerr Holdings is entitled to
appoint up to one director. Grant Baker and Stephen Sinclair are the initial Velocity
appointed directors, and Michael Kerr is the M&N Kerr Holdings appointed director.
The General partner of Velocity Capital LP is Velocity Capital GP Limited (VCGP). The board
of VCGP comprises Grant Baker and Stephen Sinclair. VCGP has confirmed that, other than
the Shareholders’ Agreement, there are no agreements or arrangements (whether legally
enforceable or not) that have been, or are intended to be, entered into between Velocity
Capital LP and any other person (other than between Velocity Capital LP and the Company
in respect of the matters referred to in paragraphs (a) to (d) above) relating to the
allotment, holding or control of the voting securities to be allotted, or to the exercise of
voting rights in the Company.
M & N Kerr Holdings Limited has confirmed that, other than the Shareholders’ Agreement,
there are no agreements or arrangements (whether legally enforceable or not) that have
been, or are intended to be, entered into between M & N Kerr Holdings Limited and any
other person (other than between M & N Kerr Holdings Limited and the Company in respect
of the matters referred to in paragraphs (a) to (d) above) relating to the allotment, holding
or control of the voting securities to be allotted, or to the exercise of voting rights in the
Company.
Jarvis Trust has confirmed that there are no agreements or arrangements (whether legally
enforceable or not) that have been, or are intended to be, entered into between Jarvis Trust
and any other person (other than between MTL, Jarvis Trust and the Company in respect
of the matters referred to in paragraphs (a) to (d) above) relating to the allotment, holding

10

or control of the voting securities to be allotted, or to the exercise of voting rights in the
Company.
While MTL and Jarvis Trust may be considered to be associates in respect of the Placements,
on the basis that each may be acting in concert in relation to the Placements, MTL and Jarvis
Trust do not consider themselves “associates” (as defined under the Takeovers Code) in any
other circumstances.
(g) The IAR is the independent adviser’s report required by rule 18 of the Takeovers Code.
(h) A statement from the independent directors of the Company providing their recommendation
is set out at page 6. The other directors have abstained from making a recommendation.

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www.simmonscf.co.nz





Me Today Limited

Independent Adviser’s Report and
Appraisal Report

In Respect of the Placement of Shares to
MTL Securities Limited and the Trustees
of the TW Jarvis (No. 1) Family Trust

February 2022

Statement of Independence
Simmons Corporate Finance Limited confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transactions considered in the report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Takeovers Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.

Me Today Limited Independent Adviser’s Report and Appraisal Report
Index

Section Page

1. Executive Summary ........................................................................................................ 1
2. Evaluation of the Merits of the Placements ..................................................................... 5
3. Evaluation of the Fairness of the Placements................................................................ 15
4. Profile of Me Today ....................................................................................................... 17
5. Sources of Information, Reliance on Information, Disclaimer and Indemnity ................. 25
6. Qualifications and Expertise, Independence, Declarations and Consents ..................... 27

Me Today Limited 1 Independent Adviser’s Report and Appraisal Report
1. Executive Summary
1.1 Background
Me Today Limited (Me Today or the Company) is a New Zealand owned and
operated lifestyle and wellness company and Mānuka Honey producer and
distributor.
The Company acquired 100% of the shares in The Good Brand Company Limited
(Good Brand) and Good Brand’s wholly owned subsidiary Me Today NZ Limited for
$5.55 million on 31 March 2020 (the Me Today Acquisition). The Me Today
Acquisition was a backdoor listing of Good Brand into the Company. The Company
changed its name to Me Today Limited on 31 March 2020.
Me Today acquired 100% of the shares in King Honey Limited (King Honey) on
30 June 2021 (the King Honey Acquisition). King Honey is a premium
New Zealand Mānuka Honey business.
Me Today’s shares are listed on the main equities securities market (the NZX Main
Board) operated by NZX Limited (NZX) with a market capitalisation of approximately
$42.4 million as at 25 February 2022. Its unaudited total equity as at 30 September
2021 was approximately $28.2 million.
A profile of the Company is set out in section 4.
1.2 Proposed Placement of Shares
On 26 November 2021, Me Today, Me Today Manuka Honey Limited, Terry Jarvis
and Jarvis Burnes Trustee Limited as trustees of the TW Jarvis (No. 1) Family Trust
(the Jarvis Trust), Terry Jarvis and MTL Securities Limited (MTL) entered into a
subscription deed (the Deed) under which:
• MTL agreed to subscribe for $3.75 million of new ordinary shares in Me Today,
representing 42,613,636 new ordinary shares at an issue price of $0.088 per
share (the Placements Price) (the MTL Placement)
• the Jarvis Trust agreed to subscribe for $2.25 million of new ordinary shares in
Me Today, representing 25,568,182 new ordinary shares at the Placements
Price (the Jarvis Placement).
We refer to the MTL Placement and the Jarvis Placement collectively as the
Placements.

MTL Securities Limited
MTL is the Company’s largest shareholder. It currently holds 222,000,000 ordinary
shares, representing 31.43% of the Company’s shares on issue.
MTL is owned by interests associated with Company directors Grant Baker, Michael
Kerr and Stephen Sinclair.
Jarvis Trust
The Jarvis Trust is the Company’s second largest shareholder. It currently holds
113,636,364 ordinary shares, representing 16.09% of the Company’s shares on
issue.
The Jarvis Trust acquired its shareholding as part consideration for the King Honey
Acquisition.

Me Today Limited 2 Independent Adviser’s Report and Appraisal Report
1.3 Shareholding Levels Post the Placements
The table below shows the number of shares that will be held by MTL, the Jarvis
Trust and the current Me Today shareholders not associated with MTL or the Jarvis
Trust (the Non-associated Shareholders) immediately following the Placements.

Me Today Shareholding Levels Post the Placements

Current Placements Post the Placements
No. of Shares % No. of Shares No. of Shares %

MTL 222,000,000 31.43% 42,613,636 264,613,636 34.16%

Jarvis Trust 113,636,364 16.09% 25,568,182 139,204,546 17.97%

335,636,364 47.51% 68,181,818 403,818,182 52.13%

Non-associated Shareholders 370,795,714 52.49% - 370,795,714 47.87%

Total

706,432,078
100.00% 68,181,818 774,613,896 100.00%

Following the Placements, MTL will hold 34.16% of the Company’s shares, the Jarvis
Trust will hold 17.97% of the shares and the Non-associated Shareholders will
collectively hold 47.87% of the shares.
1.4 Summary of Opinions
Takeovers Code
Our evaluation of the merits of the Placements as required under the Takeovers Code
(the Code) is set out in section 2.
In our opinion, after having regard to all relevant factors, the positive aspects of the
Placements outweigh the negative aspects from the perspective of the
Non-associated Shareholders.
NZX Listing Rules
Our evaluation of the fairness of the Placements as required under the NZX Listing
Rules (the Listing Rules) is set out in section 3.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the Placements are fair to the Non-associated Shareholders.
1.5 Special Meeting
The Non-associated Shareholders will vote on ordinary resolutions in respect of the
MTL Placement (resolution 1 - the MTL Placement Resolution), the Jarvis
Placement (resolution 2 - the Jarvis Placement Resolution) and the Placements as
Material Transactions with Related Parties (resolution 3 - the Related Parties
Resolution) at the Company’s special meeting of shareholders on 18 March 2022.
We refer to the MTL Placement Resolution, the Jarvis Placement Resolution and the
Related Parties Resolution collectively as the Placements Resolutions.
An ordinary resolution is passed by a simple majority of the votes cast.
MTL and the Jarvis Trust and their respective associated persons / associated parties
are not permitted to vote on the Placements Resolutions.
The Placements Resolutions are inter-dependent. All 3 of the MTL Placement
Resolution, the Jarvis Placement Resolution and the Related Parties Resolution must
be passed in order for any resolution to be passed.

Me Today Limited 3 Independent Adviser’s Report and Appraisal Report
1.6 Regulatory Requirements
Takeovers Code
Me Today is a code company as defined by the Code and is subject to the provisions
of the Code.
Rule 6 of the Code prohibits:
• a person and that person’s associates who hold or control no voting rights or
less than 20% of the voting rights in a code company from increasing their
holding or control of voting rights beyond 20%
• a person and that person’s associates holding or controlling 20% or more of
the voting rights in a code company from increasing their holding or control of
voting rights
unless the person and that person’s associates comply with exceptions to this
fundamental rule.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person and its
associates to increase their holding or control of voting rights by an allotment of
shares if the allotment is approved by an ordinary resolution of the code company.
MTL currently holds 222,000,000 shares in Me Today, representing 31.43% of the
voting rights in the Company. The MTL Placement will result in MTL controlling
34.16% of the voting rights in Me Today.
MTL’s shareholding in the Company immediately prior to the King Honey Acquisition
was 53.85%. MTL’s holding was diluted to 31.49% on 30 June 2021 at the time of
settlement of the King Honey Acquisition and is currently 31.43%. Clause 10 of the
Takeovers Code (Class Exemptions) Notice (No 2) 2001 (the Class Exemption)
allows MTL to increase its shareholding by up to 5% from its diluted holding on 30
June 2021 in the 12 month period ending 30 June 2022 (assuming no other changes
to MTL’s shareholding). The MTL Placement will increase MTL’s holding by 2.73%
to 34.16%, so the Class Exemption means that strictly no shareholder approval is
required for that increase under the Code.
MTL and the Jarvis Trust may be considered to be acting in concert in relation to the
Placements and therefore be treated as associates under the Code in relation to the
Placements. However, MTL and Jarvis Trust do not consider themselves associates
(as defined under the Code) in any other circumstances.
Given the risk of being treated as associates, the Jarvis Placement will require Me
Today to seek shareholder approval of the allotment of shares to the Jarvis Trust
under the Jarvis Placement in accordance with Rule 7(d) of the Code.
Accordingly, the Non-associated Shareholders will vote at the Company’s special
meeting on the Jarvis Placement Resolution in accordance with the Code. MTL and
the Jarvis Trust and their respective associates are not permitted to vote on the Jarvis
Placement Resolution.
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an allotment under Rule 7(d).
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 16(h).

Me Today Limited 4 Independent Adviser’s Report and Appraisal Report
Listing Rules
Listing Rule 4.1.1 stipulates that an Issuer must only issue Equity Securities with
approval by ordinary resolution in accordance with Listing Rule 4.2.1.
MTL is owned by interests associated with Company directors Grant Baker, Michael
Kerr and Stephen Sinclair.
Listing Rule 7.8.5 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution in respect of the issue of Financial Products (ie the
Placements) as required by Listing Rule 7.8.4 and more than 50% of the Financial
Products to be issued are intended or likely to be acquired by Directors or Associated
Persons of Directors (ie Mr Baker, Mr Kerr and Mr Sinclair).
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Placements are a Material Transaction as it has an aggregate value in excess
of 10% of the Average Market Capitalisation of Me Today.
MTL is a Related Party of the Company as it holds 31.43% of the Company’s shares.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
Purpose of the Report
The directors of Me Today not associated with MTL or the Jarvis Trust, being Hannah
Barrett, Roger Gower and Antony Vriens (the Non-associated Directors) have
engaged Simmons Corporate Finance Limited (Simmons Corporate Finance) to
prepare an Independent Adviser’s Report on the merits of the Placements in
accordance with Rule 18 of the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 23 December
2021 to prepare the Independent Adviser’s Report.
The Non-associated Directors have also engaged Simmons Corporate Finance to
prepare an Appraisal Report on the fairness of the Placements in accordance with
the Listing Rules.
Simmons Corporate Finance was approved by NZ RegCo on 23 December 2021 to
prepare the Appraisal Report.
Simmons Corporate Finance issues this Independent Adviser’s Report and Appraisal
Report to the Non-associated Directors for the benefit of the Non-associated
Shareholders to assist them in forming their own opinion on whether to vote for or
against the Placements Resolutions.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits of the Placements and the
fairness of the Placements in relation to each shareholder. This report on the merits
of the Placements and the fairness of the Placements is therefore necessarily general
in nature.
This Independent Adviser’s Report and Appraisal Report is not to be used for any
other purpose without our prior written consent.

Me Today Limited 5 Independent Adviser’s Report and Appraisal Report
2. Evaluation of the Merits of the Placements
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the Placements having
regard to the interests of the Non-associated Shareholders.
There is no legal definition of the term merits in either the Code or in any statute
dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of merits, guidance can be taken from:
• the Takeovers Panel Guidance Note on Independent Advisers dated 11 March
2021
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term merits.
We are of the view that an assessment of the merits of the Placements should focus
on:
• the rationale for the Placements
• the fairness of the terms of the Placements
• the impact of the Placements on the financial position of Me Today
• the impact of the Placements on the control of Me Today
• the dilutionary impact of the Placements
• the impact of the Placements on Me Today’s share price
• the benefits and disadvantages to the Non-associated Shareholders of the
Placements
• the benefits and disadvantages to MTL and the Jarvis Trust of the Placements
• the implications if the Placements Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

Me Today Limited 6 Independent Adviser’s Report and Appraisal Report
2.2 Summary of the Evaluation of the Merits of the Placements
In our opinion, after having regard to all relevant factors, the positive aspects
of the Placements outweigh the negative aspects from the perspective of the
Non-associated Shareholders.
Our evaluation of the merits of the Placements is set out in detail in sections 2.3 to
2.13.
In summary, the key factors leading to our opinion are:
• the rationale for the Placements is sound. The Placements will raise
$6.0 million of fresh equity to help meet the Company’s additional working
capital requirements arising from lower than expected revenue from King
Honey in the 2022 financial year and short term requirements for funding
completion of the 2022 honey harvest season
• the terms of the Placements are fair. The Placements Price of $0.088 per share
is fair to the Non-associated Shareholders as:
− it is above Me Today’s volume weighted average share price (VWAP)
measured between one month and 12 months up to 26 November 2021
(ie the last trading day before the announcement of the Placements)
− it is equivalent to the $0.088 price that shares were issued at in June 2021
to part fund the King Honey Acquisition
− it is above Me Today’s current share price
• given that the Placements will be at a price above the current market value of
the Company’s shares, the Placements will not be value-dilutionary to the
Non-associated Shareholders
• the Placements will have a significant positive impact on the Company's
financial position, increasing total equity by $6.0 million
• the Placements will not increase MTL’s or the Jarvis Trust’s level of control over
the Company to any significant degree
• the dilutionary impact of the Placements on the Non-associated Shareholders
will result in their proportionate shareholdings in the Company reducing by
8.8%
• the Placements are unlikely to have any negative impact on Me Today’s share
price as the Placements Price is above the prevailing market price
• the Placements will have no impact on the liquidity of Me Today’s shares as
the number of shares held by the Non-associated Shareholders will not change
• the Placements will not change the risk profile of Me Today
• the attraction of Me Today as a takeover target is unlikely to change
• the implication of the Placements Resolutions not being approved by the
Non-associated Shareholders is that the Placements will not proceed and
therefore the Company will not raise $6.0 million of fresh equity from MTL and
the Jarvis Trust. The Company has stated that it is unlikely to pursue litigation
with the Jarvis Trust. Me Today would need to seek additional capital from
alternative sources (which may not be available on terms as favourable to the
Company as the Placements’ terms) or generate additional cash flow by selling
some of its inventory of bulk Mānuka
Honey at a discounted price and / or
reduce its operating expenditure and slow investment in the Company.

Me Today Limited 7 Independent Adviser’s Report and Appraisal Report
2.3 Rationale for the Placements
Me Today acquired King Honey on 30 June 2021.
On 23 September 2021, the Company provided an update on the King Honey
Acquisition and trading. The Company announced that the expected sales for King
Honey for the year ended 31 March 2022 would be considerably less than anticipated
due to the higher than anticipated inventory levels of BEE+ products in market in
China.
On 29 November 2021, Me Today announced that it expected King Honey sales for
the 2022 financial year to be between $5 million and $7 million, which will create
some cashflow pressure. The Company’s subsidiary King Honey Limited is currently
in the midst of the 2022 honey harvesting season crop and has a range of associated
payments to make in the ordinary course of its business in connection with the
harvest.
The King Honey Acquisition sale and purchase agreement contained customary
warranties and indemnities. We are advised by the Board that it carefully considered
whether Me Today would issue legal proceedings to make a warranty claim against
vendor the Jarvis Trust in connection with disclosures made in connection with the
King Honey Acquisition and engaged in correspondence with the Jarvis Trust. The
Jarvis Trust did not accept it was aware that the BEE+ inventory levels held by King
Honey’s largest customer would result in a reduction of forecast sales.
We understand that the Board was of the view that litigation could have been
protracted, expensive and the prospects of success were not assured. Accordingly,
the Board decided to negotiate a placement with the Jarvis Trust instead, as it
considered that course to be in the best interests of the Company and its
shareholders as a whole.
The Deed provides that if the Company completes the Placements, it settles the
issues between the Company and the Jarvis Trust. In the event that shareholders
do not approve the Jarvis Placement, there can be no guarantee that the Company
would succeed in any litigation with the Jarvis Trust.
We are advised that the Board is of the view that the alternative of pursuing a legal
claim against the Jarvis Trust was not considered to be in the best interests of the
Company and shareholders as a whole, compared with completing the Placements.
The Placements will raise $6.0 million of fresh equity from MTL and the Jarvis Trust.
The Board has assessed that the $6.0 million of additional capital will be sufficient to
meet Me Today’s additional working capital requirements over the next year arising
from the impact of the lower level of King Honey sales in the 2022 financial year.
We consider the rationale for the Placements to be sound. The Placements will raise
$6.0 million of fresh equity to help meet the Company’s working capital requirements
arising from the lower than expected revenue from King Honey and short term
requirements for funding completion of the 2022 honey harvest season.

Me Today Limited 8 Independent Adviser’s Report and Appraisal Report
2.4 Terms of the Placements
Placements
The Placements involve the issue of 68,181,818 new ordinary shares at the
Placements Price of $0.088 per share to raise $6.0 million of fresh equity:
• MTL will be issued 42,613,636 new ordinary shares to raise $3.75 million
• the Jarvis Trust will be issued 25,568,182 new ordinary shares to raise
$2.25 million.
Assessment of the Reasonableness of the Placements Price
We have assessed the reasonableness of the Placements Price of $0.088 per share
by reference to:
• the prices at which the Company has recently issued shares to raise capital
• the prices at which the Company’s shares have recently traded on the NZX
Main Board prior to the announcement of the Placements on 29 November
2021
• the asset backing of the shares.
Capital Raising
The Company has undertaken 5 major share issues since the completion of the Me
Today Acquisition:
• the issue of 42,105,263 ordinary shares on 10 July 2020 at $0.095 per share
under a retail offer (the 2020 Retail Offer), raising $4.0 million
• the issue of 5,263,167 ordinary shares on 31 July 2020 at $0.095 per share
under a share purchase plan (the 2020 SPP), raising $0.5 million
• the issue of 605,555 ordinary shares on 29 June 2021 at $0.09 per share to
Sarah Walker and BB Promotions Limited in part consideration of promotion
services in accordance with ambassador agreements
• the issue of 178,977,270 ordinary shares on 29 June 2021 at $0.088 per share
under a wholesale and retail share offer to part fund the King Honey Acquisition
• the issue of 113,636,364 ordinary shares on 30 June 2021 at $0.088 per share
to the Jarvis Trust as part consideration under the King Honey Acquisition.
Share Price History
A summary of Me Today’s daily closing share price and monthly volumes of shares
traded since 3 April 2020 is set out in section 4.8.
The Placements Price of $0.088 per share is above the VWAP for the past one to 12
months up to 26 November 2021 (ie the last trading day before the announcement of
the Placements) and above the Company’s more recent observed trading prices.

Me Today Limited 9 Independent Adviser’s Report and Appraisal Report

Source: NZX Company Research
The Placements Price of $0.088 per share represents a premium of:
• 29% to the 1 month VWAP prior to the announcement of the Placements of
$0.068
• 22% to the 3 month VWAP prior to the announcement of the Placements of
$0.072
• 4% to the 6 month VWAP prior to the announcement of the Placements of
$0.085
• 6% to the 12 month VWAP prior to the announcement of the Placements of
$0.083
• 47% to the closing price of $0.06 on 25 February 2022.
Net Assets per Share
Me Today's unaudited total equity amounted to approximately $28.2 million as at
30 September 2021, equating to net assets of $0.04 per share.
Conclusion
We consider the Placements Price of $0.088 per share to be fair from the perspective
of the Non-associated Shareholders as it is at a premium to the prices that the
Company’s shares traded at on the NZX Main Board prior to the announcement of
the Placement and is equivalent to the issue price of the 292,613,634 ordinary shares
issued in June 2021 to fund the King Honey Acquisition.

Me Today Limited 10 Independent Adviser’s Report and Appraisal Report
2.5 Impact on Financial Position
A summary of Me Today’s recent financial position is set out in section 4.6.
For illustrative purposes, the table below shows Me Today’s financial position
assuming the Placements occurred on 30 September 2021.

Illustrative Impact of the Placements

As at
30 Sep 2021
$000
Placements
$000
Post
Placements
$000


Total assets 46,186 6,000 52,186

Total liabilities (18,034) - (18,034)

Total equity

28,152 6,000 34,152

No. of shares (000) 706,432 68,182 774,614

Net assets per share $0.040 $0.088 $0.044

Net tangible assets (NTA) per share $0.021 $0.088 $0.027

Source: Me Today 30 September 2021 interim financial statements

The illustrative position shows that following the Placements, Me Today’s total equity
would increase by $6.0 million from approximately $28.2 million to approximately
$34.2 million.
Net assets per share would increase by 11% from $0.040 to $0.044 per share and
NTA per share would increase by 29% from $0.021 to $0.027.
2.6 Impact on Control
Share Capital and Shareholders
Me Today currently has 706,432,078 fully paid ordinary shares on issue held by 824
shareholders. The names, number of shares and percentage holding of the
Company’s 10 largest shareholders as at 18 February 2022 are set out in section
4.4.
Me Today currently has 2 shareholders who each hold more than 5% of the
Company’s shares (MTL and the Jarvis Trust) and collectively the 2 shareholders
hold 47.51% of the Company’s shares.
The 10 largest shareholders collectively hold 73.37% of the Company’s shares.
Shareholding Levels Post the Placements
If the Placements are approved, Me Today will have 774,613,896 ordinary shares on
issue.

Me Today Shareholding Levels Post the Placements

Current Placements Post the Placements
No. of Shares % No. of Shares No. of Shares %

MTL 222,000,000 31.43% 42,613,636 264,613,636 34.16%

Jarvis Trust 113,636,364 16.09% 25,568,182 139,204,546 17.97%

335,636,364 47.51% 68,181,818 403,818,182 52.13%

Non-associated Shareholders 370,795,714 52.49% - 370,795,714 47.87%

Total

706,432,078
100.00% 68,181,818 774,613,896 100.00%

Me Today Limited 11 Independent Adviser’s Report and Appraisal Report
Shareholding Voting
The MTL Placement will result in MTL increasing its shareholding level by 2.74%
from 31.43% to 34.16% and the Jarvis Placement will result in the Jarvis Trust
increasing its shareholding level by 1.88% from 16.09% to 17.97%.
In our view, the Placements will not increase either MTL’s or the Jarvis Trust’s ability
to influence the outcome of shareholder voting to any significant degree.
Furthermore, the ability for any shareholder to influence the outcome of voting on the
Company’s ordinary resolutions or special resolutions may be reduced by external
factors such as the Company’s constitution, the Code, the Listing Rules and the
Companies Act 1993 (the Co’s Act).
Board Control
As set out in section 4.3, the Company currently has 7 directors:
• 3 of whom are deemed to be associates of MTL – Grant Baker, Michael Kerr
and Stephen Sinclair
• one of whom is deemed to be an associate of the Jarvis Trust – Richard
Pearson. Mr Pearson was appointed to the Board on 29 November 2021.
We are advised that there will be no changes to the composition of the Board arising
from the completion of the Placements.
Operations
We are advised by the Non-associated Directors that MTL’s influence over Me
Today’s operations is through Mr Baker’s, Mr Kerr’s and Mr Sinclair’s board
representation and Mr Kerr’s and Mr Sinclair’s executive roles and that the MTL
Placement will not change MTL’s level of influence over the Company’s operations.
The Jarvis Trust’s influence over the Company’s operations is predominantly through
Mr Pearson’s board representation and the Jarvis Placement will not change the
Jarvis Trust’s level of influence over Me Today’s operations.
Protection for Minority Shareholders
While MTL and the Jarvis Trust will each have a degree of control over Me Today,
they cannot act in an oppressive manner against minority shareholders. The Co’s
Act provides a level of protection to minority shareholders. Furthermore, any
transactions between Me Today and any shareholder holding 10% or more of the
Company’s shares will need to satisfy the requirements of the Listing Rules with
respect to transactions with related parties.

2.7 Dilutionary Impact
The Placements will result in the Non-associated Shareholders' shareholdings in the
Company being diluted by 8.8%.
While the dilutionary impact is relatively significant, we are of the view that the
Non-associated Shareholders’ main focus should be on whether there is any
dilutionary impact on the value of their respective shareholdings rather than on their
level of voting rights. As stated in section 2.4, we are of the view that the Placements
are fair to the Non-associated Shareholders from a financial point of view and
therefore do not dilute the value of their respective shareholdings.

Me Today Limited 12 Independent Adviser’s Report and Appraisal Report
2.8 Impact on Share Price and Liquidity
Share Price
A summary of Me Today’s closing share price since 3 April 2020 is set out in section
4.8.
As set out in section 2.4, the Placements Price of $0.088 per share represents premia
ranging from 4% to 29% over the VWAP for the past one month to 12 months up to
26 November 2021 and a premium of 47% over the closing price of $0.06 on
25 February 2022.
In our view, the Placements are unlikely to have any significant impact on the
Company’s share price as the Placements Price is above the prevailing market price.
Liquidity
The analysis in section 4.8 shows that Me Today’s shares are thinly traded on the
NZX Main Board, with only 7.2% of the shares being traded in the year up to the
announcement of the Placements.
The Placements will not improve the liquidity of the Company’s shares as the number
of shares held by the Non-associated Shareholders will not change.
2.9 Main Advantage to the Non-associated Shareholders of the Placements
The Placements will raise $6.0 million of fresh equity to help meet the Company’s
additional working capital requirements arising from lower than expected revenue
from King Honey in the 2022 financial year.
2.10 Main Disadvantage to the Non-associated Shareholders of the Placements
The main disadvantage to the Non-associated Shareholders of the Placements is
that the issue of shares will dilute their interests in the Company. Their respective
shareholdings will be diluted by 8.8%.
In our view, the positive aspects of raising $6.0 million of fresh equity to fund the
Company’s additional working capital requirements arising from the lower than
expected King Honey revenue in the 2022 financial year significantly outweighs the
dilutionary impact of the Placements.
2.11 Other Issues for the Non-associated Shareholders to Consider
Benefits to Me Today of MTL and the Jarvis Trust as Cornerstone Shareholders
The Placements will reinforce MTL’s and the Jarvis Trust’s positions as important
cornerstone strategic investors in the Company, signalling their confidence in the
future prospects of Me Today.
No Change in Business Risk
The Placements will have no impact on the business risks faced by the Company.
Non-associated Shareholders Approval is Required
Pursuant to Rule 7(d) of the Code and Listing Rule 4.2.1, the Non-associated
Shareholders must approve by ordinary resolutions the Placements.
The Placements will not proceed unless the Non-associated Shareholders approve
the Placements Resolutions.

Me Today Limited 13 Independent Adviser’s Report and Appraisal Report
Likelihood of a Takeover Offer Unlikely to Change
In our view, irrespective of whether MTL holds 31.43% or 34.16% of the Company’s
shares and / or the Jarvis Trust holds 16.09% or 17.97% of the Company’s shares, it
is unlikely to change the attraction of Me Today as a takeover target to MTL, the
Jarvis Trust or to other parties:
• as stated in section 2.6, the Placements will not change MTL’s or the Jarvis
Trust’s level of control over the Company to any significant degree and
therefore MTL’s or the Jarvis Trust’s inclination to make a takeover offer (or
not) is unlikely to change
• any bidder looking to fully or partially take over the Company would need to
ensure that MTL (in particular) would accept its offer, irrespective of whether
MTL held 31.43% or 34.16% of the Company’s shares.
Following the Placements, MTL (and the Jarvis Trust, assuming it is deemed to be
an associate of MTL) will not be able to increase the level of their respective
shareholdings unless they comply with the provisions of the Code. Either
shareholder will generally only be able to acquire more shares in the Company if:
• it makes a full or partial takeover offer
• the acquisition is approved by way of an ordinary resolution of the Company’s
shareholders excluding MTL and / or the Jarvis Trust
• the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Company’s shareholders excluding MTL and / or the
Jarvis Trust
• the Company undertakes a share buyback that is approved by the Company’s
shareholders and MTL and / or the Jarvis Trust do not accept the offer of the
buyback.
Neither MTL nor the Jarvis Trust (individually or collectively) will be able to utilise the
creep provisions under Rule 7(e) of the Code. The creep provisions enable an entity
that holds more than 50% and less than 90% of the voting securities in a code
company to buy up to a further 5% of the code company’s shares in any 12 month
period without the need for shareholder approval.
2.12 Likelihood of the Placements Resolutions Being Approved
The Placements Resolutions are ordinary resolutions, which are passed by a simple
majority of votes cast.
MTL and the Jarvis Trust (and their respective associated parties / associated
persons) are not permitted to vote their collective 47.51% shareholding on the
Placements Resolutions. Therefore shareholders holding 52.49% of the shares will
determine the outcome of the Placements Resolutions (assuming they all vote).
The Company’s next 8 largest shareholders collectively hold 25.86% of the
Companies shares. This represents 49.27% of the voting rights that are able to be
voted on the Placements Resolutions.
The Non-associated Directors have stated in the notice of special meeting that they
unanimously recommend voting in favour of the Placements Resolutions.

Me Today Limited 14 Independent Adviser’s Report and Appraisal Report
2.13 Implications of the Placements Resolutions not Being Approved
If the Placements Resolutions are not approved, then the Placements will not
proceed and the Company will not raise the additional capital of $6.0 million from
MTL and the Jarvis Trust. The Company has stated that it is unlikely to pursue
litigation with the Jarvis Trust.
The Company would need to seek additional capital from alternate sources (which
may not be available on terms as favourable to the Company as the Placements’
terms) or it would need to generate additional cash flow by selling some of its
inventory of bulk Mānuka Honey at a discounted price and / or reduce its operating
expenditure and slow investment in the Company.
2.14 Voting For or Against the Placements Resolutions
Voting for or against the Placements Resolutions is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

Me Today Limited 15 Independent Adviser’s Report and Appraisal Report
3. Evaluation of the Fairness of the Placements
3.1 Basis of Evaluation
Listing Rule 7.10.2 requires an Appraisal Report to consider whether terms and
conditions of the Placements are fair to the Non-associated Shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
In our opinion, the Placements will be fair to the Non-associated Shareholders if:
• they are likely to be at least no worse off if the Placements proceed than if they
do not. In other words, we consider that the Placements will be fair if there is
no value transfer from the Non-associated Shareholders to MTL and the Jarvis
Trust and
• the other terms and conditions of the Placements are in line with market terms
and conditions.
We have evaluated the fairness of the Placements by reference to:
• the rationale for the Placements
• the fairness of the terms of the Placements
• the impact of the Placements on the financial position of Me Today
• the impact of the Placements on the control of Me Today
• the dilutionary impact of the Placements
• the impact of the Placements on Me Today's share price
• the benefits and disadvantages to the Non-associated Shareholders of the
Placements
• the benefits and disadvantages to MTL and the Jarvis Trust of the Placements
• the implications if the Placements Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

Me Today Limited 16 Independent Adviser’s Report and Appraisal Report
3.2 Evaluation of the Fairness of the Placements
In our opinion, after having regard to all relevant factors, the terms and
conditions of the Placements are fair to the Non-associated Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.13. In summary, the
key factors leading to our opinion are:
• the rationale for the Placements is sound
• the terms of the Placements are fair
• the Placements will have a significant positive impact on the Company's
financial position
• the Placements will not increase MTL’s or the Jarvis Trust’s level of control over
the Company to any significant degree
• the dilutionary impact of the Placements on the Non-associated Shareholders
will result in their proportionate shareholdings in the Company reducing by
8.8%
• the Placements are unlikely to have any significant impact on Me Today’s share
price
• the Placements will have no impact on the liquidity of Me Today’s shares
• the Placements will not change the risk profile of Me Today
• the attraction of Me Today as a takeover target is unlikely to change.
3.3 Implications of the Placements Resolutions not being Approved
In the event that the Placements Resolutions are not approved, the Placements will
not proceed. The implications of this are set out in section 2.13.
3.4 Voting For or Against the Placements Resolutions
Voting for or against the Placements Resolutions is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

Me Today Limited 17 Independent Adviser’s Report and Appraisal Report
4. Profile of Me Today
4.1 Background
The Company was incorporated on 27 June 2007 as RLV No. 3 Limited (RLV). It
changed its name to Orion Minerals Group Limited on 16 December 2008, to CSM
Group Limited on 8 April 2016 and to Me Today Limited on 31 March 2020.
RLV was established as a reverse listing vehicle for the purpose of providing a
privately owned company with a cost and time efficient way to achieve a stock market
listing on the NZX markets.
RLV issued a prospectus on 8 October 2007 and raised $250,000 (before issue
costs) through the issue of 25,000,000 shares at an issue price of $0.01 per share.
RLV was listed on the alternative market (the NZAX) operated by NZX on 29 October
2007.
On 12 December 2007, the Company announced that it had agreed to acquire all the
shares in TJRE Holdings Limited for approximately $13.75 million, representing a
reverse listing of The Joneses national residential real estate business through RLV
(the Joneses Transaction). However, the Company announced on 18 February
2008 that the Joneses Transaction would no longer proceed.
On 11 December 2008, RLV acquired 100% of the shares in Minera Varry S.A, a
Chilean company which owned an iron ore mining concession in Chile (the Minera
Varry Transaction).
In conjunction with the Minera Varry Transaction, RLV entered into a subscription
agreement with Fengli Group (Hong Kong) Co. Limited (Fengli), whereby Fengli
agreed to subscribe for up to 200,000,000 ordinary shares in RLV at an issue price
of US$0.125 per share and 50,000,000 options to acquire 50,000,000 ordinary
shares in RLV (the Fengli Capital Raise). Fengli eventually acquired 178,977,273
shares under the Fengli Capital Raise.
In 2011, the Board decided to cease the Company’s prospective mining operations
in Chile and pursue an alternative business strategy of undertaking private equity
investment in projects and companies with Chinese market potential.
On 17 July 2013, the Company’s shareholders approved the commencement of a
new business operation in Australia processing scrap metal for export sale to
Chinese markets (the CSM Transaction). China Scrap Metals Resources Pty
Limited (CSM Pty) was incorporated in Australia as a wholly owned subsidiary of the
Company to undertake the operations.
On 10 May 2017, the Company announced its intention to wind down CSM Pty’s
commercial scrap metal operations. CSM Pty was voluntarily liquidated on 6 January
2019.
On 11 December 2019, the Company announced the Me Today Acquisition. The Me
Today Acquisition was approved by the Company’s shareholders on 30 March 2020
and completed on 31 March 2020.
On 31 May 2021, the Company announced the King Honey Acquisition. The King
Honey Acquisition was approved by the Company’s shareholders on 25 June 2021
and completed on 30 June 2021.

Me Today Limited 18 Independent Adviser’s Report and Appraisal Report
The Company’s key events are summarised below.

4.2 Nature of Operations
The Company owns and operates 3 businesses:
• Me Today
• Good Brand
• King Honey.
Me Today
The Company owns and operates the Me Today
TM
brand, a New Zealand founded
and based health and wellness brand that produces premium quality products clearly
linking supplements and natural skincare.
The Me Today product range was launched on 1 November 2019 with 8 supplements
products and 12 skincare products. The products are formulated using absorbable
ingredients and, where possible, are either vegetarian or vegan friendly. The range
has since grown to 17 supplements and 20 skincare products.
The products are contract manufactured in New Zealand and Australia by reputable
contract manufacturers.
The Me Today supplements and natural skincare ranges were launched into the
New Zealand pharmacy sector through the Green Cross Health Limited (Green
Cross) network of Unichem and Life Pharmacy stores. Distribution has now been
expanded into Chemist Warehouse, Bargain Chemists and other independent
pharmacies.
Me Today also sells its products direct to consumers on its website
www.metoday.com.
While the Me Today
TM
brand has been launched with supplements and natural
skincare products as the platform, the Company sees significant opportunity to further
expand the product offering and take advantage of new trends within the health,
beauty and wellbeing spaces. It believes there are significant opportunities to take
the brand offshore into markets such as Australia, North America, United Kingdom,
Asia and China through a cross border e-commerce model.

Me Today Limited 19 Independent Adviser’s Report and Appraisal Report
Good Brand
Good Brand was established to sell and market third party brands within the health
and wellness space. Good Brand represents the Me Today
TM
brand and other
agency branded businesses such as Life-space, Artemis and SleepDrops.
King Honey
King Honey was acquired on 30 June 2021.
King Honey has the capacity to produce more than 350 tonnes of honey from over
18,000 hives and 3,600 queen bee rearing hives, placed across the North Island and
into the Marlborough region.
As well as servicing the domestic market, the business exports into Asia, UK, Europe
and USA.
King Honey holds licences or has other commercial arrangements with over 100
landowners covering approximately 900 hive sites. King Honey has targeted Mānuka
dense areas by mapping large parts of the North Island, utilising GPS and aerial
mapping techniques through partnering with an aviation company.
King Honey operates across the North Island (Kerikeri, Northland, Central North
Island, Taranaki, Kawhia and Wairarapa) and in Blenheim.
Its operations include:
• 5 leased apiary facilities used for staff operations, storage of equipment and
hive maintenance components
• 2 queen bee rearing operations employing 7 staff
• 5 regional beekeeping managers and 37 beekeeping staff
• licences with over 100 landowners covering approximately 900 hive sites
• an agri-testing laboratory to ensure only quality Mānuka Honey is stored
• a processing, bottling and storage plant located in Taupō with 27 employees
• a head office located in Auckland with 3 sales and 4 finance staff.
Honey is extracted at the end of the season using a third party contractor and is
transported back to Taupō and stored in drums for testing. The honey is then
processed and bottled in Taupō into either 250g or 500g bottles.
The business operates 2 brands:
• BEE+
• Superlife.
The BEE+ brand is owned by a joint venture company called Bee Plus Brands (China)
Limited (BPB). BPB is 15% owned by King Honey and 85% by Access Brand
Management Pty Limited (ABM). ABM is a multi-level marketing company
representing a number of well-known brands. It was established in Australia and has
offices in Sydney, Melbourne and Auckland. Its head office is in Hangzhou, Zhejiang,
People's Republic of China.

Me Today Limited 20 Independent Adviser’s Report and Appraisal Report
4.3 Directors and Senior Management
The Board consists of 6 directors:
• Grant Baker, non-executive chair
• Hannah Barrett, independent director
• Roger Gower, independent director
• Michael Kerr, executive director
• Richard Pearson, non-executive director
• Stephen Sinclair, executive director
• Antony Vriens, independent director.
The Company’s senior management team consists of:
• Michael Kerr, chief executive officer
• Stephen Sinclair, chief financial officer.
4.4 Capital Structure and Shareholders
Ordinary Shares
Me Today currently has 706,432,078 fully paid ordinary shares on issue held by 824
shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 18 February 2022 are set out below.

Me Today’s 10 Largest Shareholders

Shareholder No. of Shares %

MTL 222,000,000 31.43%
Terry Jarvis and Jarvis Burnes Trustee Limited 113,636,364 16.09%
Hunter Holdings Limited 35,000,000 4.95%
Forsyth Barr Custodians Limited 31,727,778 4.49%
New Zealand Depository Nominee Limited 26,716,924 3.78%
Marvel Fantasy Limited 20,000,000 2.83%
New Zealand Central Securities Depository Limited 19,107,753 2.70%
Custodial Services Limited 18,019,703 2.55%
Waitara Trustee Limited 16,480,000 2.33%
APZ Limited 15,640,562 2.21%

Subtotal
518,332,914 73.37%
Others (814 shareholders) 188,099,164 26.63%

Total
706,432,078 100.00%

Source: NZX Company Research

Share Options
On 15 June 2020, Me Today granted 3,000,000 share options to BB Promotions
Limited, a company owned by interests associated with Beauden Barrett.
The options are in 3 tranches of 1,000,000 options each, with vesting dates ranging
from 1 June 2021 to 1 June 2023 and expiry dates ranging from 30 June 2021 to
30 June 2023. The exercise price of each option is $0.09.
The first tranche of 1,000,000 options vested on 1 June 2021 and expired
(unexercised) on 30 June 2021.

Me Today Limited 21 Independent Adviser’s Report and Appraisal Report
4.5 Financial Performance
A summary of Me Today’s recent financial performance is set out below.

Summary of Me Today Financial Performance

6 Mths to
31 Mar 19
(Audited)
$000
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000
6 Mths to
30 Sep 21
(Unaudited)
$000

Revenue 80 566 1,143 2,415

Expenses (125) (1,381) (4,076) (5,086)


Operating loss (45) (815) (2,933) (2,671)

Finance income / (expense) (net) - 1 73 (102)

Reverse acquisition costs and listing expenses - (4,168) - -


Loss before tax (45) (4,982) (2,860) (2,773)

Income tax expense - - - -

Net loss for the year

(45)
(4,982) (2,860) (2,773)

Source: Me Today audited financial statements and interim financial statements for the 6 months ended 30 September 2021

Prior to the King Honey Acquisition on 30 June 2021, Me Today’s revenue consisted
of the sale of Me Today
TM
branded products and agency income earned by Good
Brand.
Expenses consisted mainly of cost of sales, marketing expenses, salaries and wages
and directors’ expenses.
The Company incurred $4.2 million of costs associated with the Me Today Acquisition
on 31 March 2020:
• reverse listing expenses - $0.2 million
• reverse listing share based payment expense - $4.0 million.
Me Today’s financial performance for the 6 months ended 30 September 2021
included 90 days trading of King Honey following its acquisition. King Honey revenue
amounted to $1.3 million (52% of total revenue) and King Honey net loss amounted
to $0.8 million (30% of total net loss). The Company incurred $0.4 million of
acquisition expenses in the period.

Me Today Limited 22 Independent Adviser’s Report and Appraisal Report
4.6 Financial Position
A summary of Me Today’s recent financial position is set out below.

Summary of Me Today Financial Position

As at
31 Mar 19
(Audited)
$000
As at
31 Mar 20
(Audited)
$000
As at
31 Mar 21
(Audited)
$000
As at
30 Sep 21
(Unaudited)
$000

Cash and cash equivalents 38 4,168 1,195 2,293
Short term deposits - - 3,804 -
Trade and other receivables 21 247 418 1,919
Inventory - 341 934 14,126
Biological work in progress - - - 3,221
Taxation receivable - 11 23 29


Current assets 59 4,767 6,374 21,588

Property, plant and equipment 10 23 91 5,569
Right of use assets 176 2,257
Biological assets - - - 3,283
Intangible assets - 62 73 13,489


Non current assets 10 85 340 24,598


Total assets
69
4,852 6,714 46,186

Trade payables and other liabilities (14) (529) (629) (2,485)
Borrowings (100) - - (1,655)
Lease liabilities - - (79) (835)


Current liabilities (114) (529) (708) (4,975)

Borrowings - - - (11,497)
Lease liabilities - - (114) (1,562)


Non current liabilities - - (114) (13,059)


Total liabilities
(114)
(529) (822) (18,034)

Net assets
(45)
4,323 5,892 28,152

NTA per share $0.012
1
$0.014

$0.027

1 On a post share consolidation basis

Source: Me Today audited financial statements and interim financial statements for the 6 months ended 30 September 2021

Me Today’s financial position changed considerably following the King Honey
Acquisition on 30 June 2021.
The Company’s main assets are now inventory, biological assets, fixed assets and
intangible assets.
The Company had $14.1 million of inventory on hand as at 30 September 2021
comprising mainly of honey raw materials.
The Company had external borrowings of $13.2 million and lease liabilities of
$2.4 million as at 30 September 2021.
The Company had total equity of approximately $28.2 million as at 30 September
2021, comprising:
• share capital – $38.7 million
• share based payments reserve – $0.1 million
• accumulated losses – negative $10.6 million.

Me Today Limited 23 Independent Adviser’s Report and Appraisal Report
4.7 Cash Flows
A summary of Me Today’s recent cash flows is set out below.

Summary of Me Today Cash Flows

6 Mths to
31 Mar 19
(Audited)
$000
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000
6 Mths to
30 Sep 21
(Unaudited)
$000

Net cash (outflow) from operating activities (51) (1,064) (3,334) (4,622)

Net cash inflow / (outflow) from investing activities (11) 1,494 (3,919) (17,162)

Net cash inflow from financing activities
100
3,700 4,280 22,882

Net increase / (decrease) in cash held 38 4,130 (2,973) 1,098

Opening cash balance
-
38 4,168 1,195


Closing cash balance
38 4,168 1,195 2,293

Source: Me Today audited financial statements and interim financial statements for the 6 months ended 30 September 2021

Me Today has incurred approximately $4.4 million of cash losses from its operations
over the past 2 and a half year period to 31 March 2021.
The Company received $1.6 million of cash from CSM Group Limited under the Me
Today Acquisition in the 2020 financial year.
$3.8 million of cash was invested into short term deposits in the 2021 financial year.
Me Today raised $1.5 million in cash from wholesale investors on 31 March 2020 as
part of the Me Today Acquisition.
The Company raised $4.0 million on 10 July 2020 from the 2020 Retail Offer and
$0.5 million on 31 July 2020 under the 2020 SPP.
4.8 Share Price History
Set out below is a summary of Me Today’s daily closing share price and monthly
volumes of shares traded from 3 April 2020 (following the completion of the Me Today
Acquisition) to 25 February 2022.

Source: NZX Company Research
During the period, Me Today’s shares have traded between $0.055 and $0.149 at a
VWAP of $0.093.

Me Today Limited 24 Independent Adviser’s Report and Appraisal Report
An analysis of Me Today’s recent VWAP, traded volumes and liquidity (measured as
traded volumes as a percentage of shares outstanding) up to 26 November 2021 (the
last trading day before the announcement of the Placements) is set out below.

Share Trading up to 26 November 2021

Period Low

($)
High

($)
VWAP

($)
Volume
Traded
(000)
Liquidity

1 month 0.064 0.074 0.068 5,188 0.7%

3 months 0.064 0.085 0.072 12,590 1.8%

6 months 0.064 0.114 0.085 31,156 4.4%

12 months 0.064 0.114 0.083 50,830 7.2%

Source: NZX Company Research

Trading in the Company’s shares is relatively thin, reflecting that the top 10
shareholders collectively hold 73.37% of the Company’s shares.

Me Today Limited 25 Independent Adviser’s Report and Appraisal Report
5. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
5.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the draft notice of special meeting
• the Deed
• the Me Today annual reports for the years ended 31 March, 2020 and 2021
• the Me Today interim financial statements for the 6 months ended
30 September 2021.
During the course of preparing this report, we have had discussions with and / or
received information from the Board and Me Today’s legal advisers.
The Non-associated Directors have confirmed that we have been provided for the
purpose of this Independent Adviser’s Report and Appraisal Report with all
information relevant to the Placements that is known to them and that all the
information is true and accurate in all material aspects and is not misleading by
reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
desirable for the purpose of preparing this Independent Adviser’s Report and
Appraisal Report.
In our opinion, the information to be provided by Me Today to the Non-associated
Shareholders is sufficient to enable the Non-associated Directors and the
Non-associated Shareholders to understand all the relevant factors and to make an
informed decision in respect of the Placements.
5.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Me Today and its
advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Me Today. We do not warrant that our enquiries would reveal any matter
which an audit, due diligence review or extensive examination might disclose.
5.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of Me
Today will be achieved. Forecasts are inherently uncertain. They are predictions of
future events that cannot be assured. They are based upon assumptions, many of
which are beyond the control of Me Today and its directors and management team.
Actual results will vary from the forecasts and these variations may be significantly
more or less favourable.

Me Today Limited 26 Independent Adviser’s Report and Appraisal Report
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of special meeting and
have not verified or approved the contents of the notice of special meeting. We do
not accept any responsibility for the contents of the notice of special meeting except
for this report.
5.4 Indemnity
Me Today has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Me Today has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.

Me Today Limited 27 Independent Adviser’s Report and Appraisal Report
6. Qualifications and Expertise, Independence, Declarations and
Consents
6.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
6.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Me Today, MLT or the Jarvis Trust
or any conflicts of interest that could affect our ability to provide an unbiased opinion
in relation to the Placements.
Simmons Corporate Finance has not had any part in the formulation of the
Placements or any aspects thereof. Our sole involvement has been the preparation
of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting in respect of the Placements Resolutions. We will receive no other benefit
from the preparation of this report.
6.3 Declarations
An advance draft of this report was provided to the Non-associated Directors for their
comments as to the factual accuracy of the contents of the report. Changes made to
the report as a result of the circulation of the draft have not changed the methodology
or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
6.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of special meeting to be sent to the Non-associated
Shareholders. Neither the whole nor any part of this report, nor any reference thereto
may be included in any other document without our prior written consent as to the
form and context in which it appears.


Peter Simmons
Director
Simmons Corporate Finance Limited
28 February 2022

---

2 March 2022

Me Today – Shareholders’ meeting to consider $6m placement
Me Today Limited (NZX:MEE) released today the notice of special meeting of Shareholders to
be held as an audioconference only meeting, on Friday 18 March 2022 commencing at 1:00 pm.
Shareholders will need to pre-register for the meeting. To do so click this link and follow the
instructions: https://s1.c-conf.com/diamondpass/10020251-asmsb22.html
The sole purpose of the special meeting is to seek approval to the placement of $6 million of
additional share capital. Shareholder approval is being sought to issue new capital of $3.75 million to
MTL Securities Limited and $2.25m to the trustees of TW Jarvis (No. 1) Trust. The new capital is
being placed at an issue price of 8.8 cents per share, payable in cash within 2 working days of the
meeting.
As notified to the market on the 29
th
of November 2021, the $6 million share placement is intended
to lessen cashflow pressure on the company following disappointing sales projected for the King
Honey business in the 2022 financial year.
Accompanying the notice of meeting is the Independent Adviser’s Report and Appraisal Report
commissioned by the independent directors in respect to the placement prepared by Simmons
Corporate Finance.
As explained in the notice of meeting the independent directors of Me Today Limited recommend
that shareholders vote in favour of the resolutions.
For further information, please contact.
Stephen Sinclair
Company Secretary, Me Today Limited
021 330053
stephen@metoday.com