Me Today – Notice of Annual Shareholder Meeting
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The
Chairman or any of the other Directors is prepared to act as a discretionary
proxy for any shareholder. If, in appointing a proxy, you have inadvertently not
named someone to be your proxy (either online or on the enclosed proxy form),
or your named proxy does not attend the meeting, the Chairman of the meeting
will be your proxy and will vote in accordance with your express direction. If
appointed as a discretionary proxy, each director intends to vote in favour of all
resolutions. To do this, enter the name of your proxy in the space allocated in
‘Step 1’of this form. A proxy need not be a shareholder of the company.
Voting of your holding
To direct your proxy how to vote on each resolution, you should tick the
appropriate box on the proxy form. If you appoint a proxy, but do not tick one of
the boxes in relation to a resolution, you will be deemed to have granted
your proxy the discretion to cast your votes as he or she decides.
Attending the Meeting
Bring this form to assist registration. Companies or body corporates that wish
to attend through a representative must ensure that the representative brings
a copy of the notice appointing him or her to the meeting. Notices appointing
representatives must be provided to Computershare at least 48 hours before the
time of the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Lodge your Proxy/Voting form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
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For your proxy to be effective it must be received by 12.00pm on Monday, 05 December 2022.
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to vote on my/our behalf in accordance with the instructions below and otherwise as he/she sees fit at the Annual Meeting of Me Today Limited to be
held at Events on Khyber, Level 2, 155 Khyber Pass Road, Grafton, Auckland 1023 on Wednesday, 07 December commencing at 12.00pm and at any adjournment
thereof and to vote on any resolution to amend any of the resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or any
adjournment).
I/We being a securityholder/s of
Me Today Limited
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority. Please note that if the shares are held jointly, the appointment made is made on behalf of each joint holder
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.
That Richard Pearson be elected as a Director of Me Today Limited.
2.That Roger Gower, who retires in accordance with the NZX Listing Rules, and having offered himself
for re-election and being eligible, is re-elected as a Director of the Company.
3.That the D
irectors of the Company be authorised to fix the fees and expenses of BDO as auditor of the
Company.
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
Annual Meeting of Me Today Limited to be held at
Events on Khyber, Level 2, 155 Khyber Pass Road,
Grafton, Auckland 1023 on Wednesday, 07 December
commencing at 12.00pm.
ATTENDANCE SLIP
---
ME TODAY LIMITED – NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the 2022 annual meeting of shareholders of Me Today Limited (the Company)
will be held at Events on Khyber, Level 2, 155 Khyber Pass Road, Grafton, Auckland 1023 on
Wednesday 7 December 2022 commencing at 12.00pm.
Agenda
1 Chairman and Chief Executive Officer Presentations
2 To consider and, if thought fit, pass the following ordinary resolution:
“That Richard Pearson be elected as a Director of Me Today Limited”
3 To consider and, if thought fit, pass the following ordinary resolution:
“That Roger Gower, who retires in accordance with the NZX Listing Rules, and having
offered himself for re-election and being eligible, is re-elected as a Director of the
Company”
4 To consider and, if thought fit, pass the following ordinary resolution:
“That the Directors of the Company be authorised to fix the fees and expenses of BDO as
auditor of the Company.”
5 To consider any other business that can be properly brought before the meeting.
Explanatory notes regarding the resolutions are attached to this notice of meeting.
For and on behalf of the Board
Stephen Sinclair
Company Secretary
10 November 2022
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Election of Richard Pearson, Non-executive Director
Richard Pearson was appointed to the Board as an additional director in November 2021. Richard offers
himself for re-election by shareholders at the Annual Meeting, as required by the NZX Listing Rules.
Richard has been Chairman of Wellington Electricity Distribution Network Limited and its subsidiary
companies since the organisation’s establishment in 2008. He was also appointed Chairman of Enviro (NZ)
Limited in 2013. Prior to his current positions, Richard worked for Hutchison Whampoa Group (now known
as CK Hutchison Holdings) from 1975 to 2007, holding various senior roles in Hutchison Port Holdings
Group, including Managing Director – Europe Division from 2005 to 2007, President of ECT Rotterdam from
2002 to 2004, as well as Managing Director of Hongkong International Terminals Ltd from 1996 to 1998.
Richard holds a Bachelor’s degree in Commerce.
The Board considers Richard will be a non-executive director. Richard is not considered to be an
independent director under the NZX listing rules due to an association with the trustees of the TW Jarvis
(No. 1) Trust, the company’s second largest shareholder.
The Board unanimously recommend that shareholders vote in favour of Richard’s election.
Election of Roger Gower, Independent Director
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with the constitution of the Company, a
director must not hold office (without re-election) past the third annual meeting following the director’s
appointment or 3 years, whichever is longer. If the Director is eligible, they may offer themselves for re-
election by shareholders at the third annual meeting following their appointment. In this case, Roger Gower
retires and, being eligible, offers himself for re-election by shareholders at the Annual Shareholders’
Meeting. Roger Gower is a non-executive Director who the Board considers to be an Independent Director,
as described in the NZX Listing Rules.
Roger has wide experience as a company executive, director and Chairman in both public and private
companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation
Auckland Limited (the Food Bowl). Roger is the Chief Executive of New Zealand’s Best Food & Beverage
Limited, a company affiliated with Douglas Pharmaceuticals that has developed wellbeing products
targeting the mother & baby and aged care sectors under the Douglas Nutrition brand. Roger was Chairman
at Charlie’s juice company, which listed in 2005 and prior to that had a corporate career in logistics and
transportation. Roger has a BCom from the University of Auckland, an MBA from Massey University and an
MPhil from the University of Cambridge.
The Board unanimously recommend that shareholders vote in favour of Roger’s re-election.
Auditor Remuneration
BDO is automatically reappointed as auditor of the company under section 207T of the Companies Act 1993
(the Act). Pursuant to section 207S of the Act, this resolution authorises the Directors to fix the fees and
expenses of the auditor.
Voting
The resolutions will be voted on by shareholders of the Company as ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of the votes cast of the shareholders entitled to vote
and voting.
Voting on the resolutions will be by poll. Results of voting will be available after the conclusion of the
meeting, and will be notified on NZX.
The only persons entitled to vote at the annual meeting are registered shareholders as at 5:00pm on
Monday, 5 December 2022 and only the ordinary shares registered in those shareholders’ names may be
voted at the annual meeting.
Any shareholder who is entitled to vote at the annual meeting may appoint a proxy to attend and vote on
their behalf. A shareholder wishing to appoint a proxy should complete and return the Proxy Voting Form
(enclosed with this notice of meeting) in the manner specified on the Proxy Voting Form so that the form is
received by Computershare no later than 48 hours before the time for holding the meeting. Alternatively,
shareholders can appoint their proxies online at www.investorvote.co.nz.
A proxy does not have to be a shareholder in the Company. A shareholder may appoint any person to act as
a proxy. The Chairman of the meeting or any other director can be a proxy for a shareholder if a
shareholder wishes to appoint the Chairman or director as their proxy.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy (either online or on
the enclosed Proxy Voting Form), or your named proxy does not attend the meeting, the Chairman of the
meeting will be your proxy, and will vote in accordance with your express direction. If appointed as a
discretionary proxy, each Director and the Chairman intends to vote in favour of all resolutions.
To direct your proxy how to vote on each resolution, you should tick the appropriate box on the enclosed
Proxy Voting form (or using the online portal at www.investorvote.co.nz). Except as set out in the Proxy
Voting Form, if you appoint a proxy, but do not tick one of the boxes in relation to a resolution, you will be
deemed to have granted your proxy the discretion to cast your votes as he or she decides.
Any corporation that is a shareholder may appoint a person as its representative to attend the annual
meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy. A corporation
wishing to appoint a person must ensure that the representative brings an original of the notice appointing
him or her to the meeting. To assist administration, the Company would be grateful if notices appointing
representatives are delivered to Computershare Investor Services Limited, Level 2, 159 Hurstmere Road,
Takapuna, Auckland, New Zealand (Private Bag 92119, Auckland 1142) at least 48 hours before the time of
the meeting. If the note of appointment is not delivered to the Company’s Share Register prior to the
meeting, the representative must bring to the meeting an original copy of the notice of appointment signed
by the relevant company or body corporate.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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