Me Today – Notice of Annual Shareholder Meeting
ME TODAY LIMITED – NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the 2023 annual meeting of shareholders of Me Today Limited (the Company)
will be held over Microsoft Teams on Wednesday 20 December 2023 commencing at 10:00am.
Please register for the meeting by clicking here or email vote@metoday.com (providing your full
name, shareholder number and associated organisation (if any). To ensure registration, we advise
shareholders to register by 4pm Tuesday 19 December 2023.
Agenda
1 Chairman’s address
2 To consider and, if thought fit, pass the following ordinary resolution:
“That Grant Baker, who retires in accordance with the NZX Listing Rules, and having
offered himself for re-election and being eligible, is re-elected as Chairman of the
Company”
3 To consider and, if thought fit, pass the following ordinary resolution:
“That Michael Kerr, who retires in accordance with the NZX Listing Rules, and having
offered himself for re-election and being eligible, is re-elected as a Director of the
Company”
4 To consider and, if thought fit, pass the following ordinary resolution:
“That Stephen Sinclair, who retires in accordance with the NZX Listing Rules, and having
offered himself for re-election and being eligible, is re-elected as a Director of the
Company”
5 To consider and, if thought fit, pass the following ordinary resolution:
“That Hannah Barrett, who retires in accordance with the NZX Listing Rules, and having
offered herself for re-election and being eligible, is re-elected as a Director of the
Company”
6 To consider and, if thought fit, pass the following ordinary resolution:
“That Antony Vriens, who retires in accordance with the NZX Listing Rules, and having
offered himself for re-election and being eligible, is re-elected as a Director of the
Company”
7 To consider and, if thought fit, pass the following ordinary resolution:
“That the directors of the Company be authorised to fix the fees and expenses of BDO as
auditor of the Company.”
8 To consider any other business that can be properly brought before the meeting.
Explanatory notes regarding the resolutions are attached to this notice of meeting.
For and on behalf of the Board
Stephen Sinclair
Company Secretary
29 November 2023
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Election of Directors
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with the constitution of the Company, a
director must not hold office (without re-election) past the third annual meeting following the director’s
appointment or 3 years, whichever is longer. If the Director is eligible, they may offer themselves for re-
election by shareholders at the third annual meeting following their appointment. In this case, the following
Directors offer themselves for re-election by shareholders at the Annual Shareholders’ Meeting.
Election of Grant Baker, Non-executive Chairman
Grant was appointed to the Board in March 2020. Grant offers himself for re-election by shareholders at
the Annual Meeting, as required by the NZX Listing Rules.
Grant Baker has wide experience at a senior level in both public and private New Zealand companies. He is
currently the chairman of Turners Automotive Group, a position he has held for 15 years. He was a
cofounder of The Business Bakery and has a number of successes under his belt, including being chairman
of both 42 Below vodka and Trilogy International. 42 Below was sold to Bacardi in 2006, and Trilogy was
sold to CITIC Group. Grant is also a cancer survivor and has a strong interest in the health and wellbeing
sector. Until recently he was the chairman of The Gut Cancer Foundation, a position he held for more than
10 years.
Grant is not considered to be an independent director under the NZX Listing Rules as MTL Securities
Limited, a company in which he is a director, is a substantial product holder of Me Today. Also, interests
associated with Grant have an ownership interest in MTL Securities Limited.
The Board unanimously recommend that shareholders vote in favour of Grant’s election.
Election of Michael Kerr, Executive Director
Michael was appointed to the Board in March 2020. Michael offers himself for re-election by shareholders
at the Annual Meeting, as required by the NZX Listing Rules.
Michael holds a Bachelor of Commerce degree, majoring in marketing and management, from the
University of Auckland. Michael has worked in sales and marketing roles for several local and multinational
businesses. More recently he was responsible for establishing the Swisse brand in New Zealand across
multiple retail channels, and was the general manager of the skincare brand, Trilogy. Michael’s career spans
20 years, in which time he has developed a wealth of knowledge both locally and internationally of how to
create and grow brands in the Health and Wellness space.
Michael is not considered to be an independent director under the NZX Listing Rules as he is the Chief
Executive Officer and a director of MTL Securities Limited, a substantial product holder of Me Today.
Interests associated with Michael have an ownership interest in MTL Securities Limited.
The Board unanimously recommend that shareholders vote in favour of Michael’s election.
Election of Stephen Sinclair, Executive Director
Stephen was appointed to the Board in March 2020. Stephen offers himself for re-election by shareholders
at the Annual Meeting, as required by the NZX Listing Rules.
Stephen is a Chartered Accountant, and spent the early part of his career with PriceWaterhouseCoopers. In
1999 he started working with Grant Baker and since then has been involved with numerous successful
startups, including 42 Below, Ecoya and Trilogy, and was involved in the recapitalisation of Dorchester
Pacific which is now the Turners Automotive Group.
Stephen is not considered to be an independent director under the NZX Listing Rules as MTL Securities
Limited, a company in which he is a director, is a substantial product holder of Me Today. Interests
associated with Stephen have an ownership interest in MTL Securities Limited. Stephen also provides
consulting services to Me Today.
The Board unanimously recommend that shareholders vote in favour of Stephen’s election.
Election of Hannah Barrett, Independent Director
Hannah was appointed to the Board in March 2020. Hannah offers herself for re-election by shareholders
at the Annual Meeting, as required by the NZX Listing Rules.
Hannah has a Bachelor of Commerce degree, majoring in commercial law and accounting, from Victoria
University and is a qualified Chartered Accountant. Hannah spent three years working at
PricewaterhouseCoopers in the Financial Advisory team working on assignments for global companies as
well as New Zealand based businesses and individuals. Hannah also runs her own business specialising in
digital consulting and marketing. Hannah supports a number of charities and is an ambassador for Sweet
Louise.
The Board unanimously recommend that shareholders vote in favour of Hannah’s election.
Election of Antony Vriens, Independent Director
Antony was appointed to the Board in March 2020. Antony offers himself for re-election by shareholders at
the Annual Meeting, as required by the NZX Listing Rules.
Antony is a seasoned executive with a career in health and financial services corporations across New
Zealand, Australia and Asia. He is currently an Independent Director of the Turners Automotive Group, and
is the Chairman of DPL Insurance Limited (Turners’ insurance subsidiary). Antony is a medical doctor by
background and brings a strong interest in wellness and nutrition, which is supported by his medical
training. Antony is also currently involved in new health technology initiatives to support lifestyle change in
the Asia region. In addition to his medical degree, Antony holds an MBA from the University of Auckland,
with a background in international business and innovation.
The Board unanimously recommend that shareholders vote in favour of Antony’s election.
Auditor Remuneration
BDO is automatically reappointed as auditor of the company under section 207T of the Companies Act 1993
(the Act). Pursuant to section 207S of the Act, this resolution authorises the Directors to fix the fees and
expenses of the auditor.
Voting
The resolutions will be voted on by shareholders of the Company as ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of the votes cast of the shareholders entitled to vote
and voting.
Voting on the resolutions will be by poll. Results of voting will be available after the conclusion of the
meeting, and will be notified on NZX.
The only persons entitled to vote at the annual meeting are registered shareholders as at 5:00pm on
Monday, 18 December 2023 and only the ordinary shares registered in those shareholders’ names may be
voted at the annual meeting.
Any shareholder who is entitled to vote at the annual meeting may appoint a proxy to attend and vote on
their behalf. A shareholder wishing to appoint a proxy should complete and return the Proxy Voting Form
(enclosed with this notice of meeting) in the manner specified on the Proxy Voting Form so that the form is
received by Computershare no later than 48 hours before the time for holding the meeting. Alternatively,
shareholders can appoint their proxies online at www.investorvote.co.nz.
A proxy does not have to be a shareholder in the Company. A shareholder may appoint any person to act as
a proxy. The Chairman of the meeting or any other director can be a proxy for a shareholder if a
shareholder wishes to appoint the Chairman or director as their proxy.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy (either online or on
the enclosed Proxy Voting Form), or your named proxy does not attend the meeting, the Chairman of the
meeting will be your proxy, and will vote in accordance with your express direction. If appointed as a
discretionary proxy, each Director and the Chairman intends to vote in favour of the resolution.
To direct your proxy how to vote on the resolution, you should tick the appropriate box on the enclosed
Proxy Voting form (or using the online portal at www.investorvote.co.nz). Except as set out in the Proxy
Voting Form, if you appoint a proxy, but do not tick one of the boxes in relation to a resolution, you will be
deemed to have granted your proxy the discretion to cast your votes as he or she decides.
Any corporation that is a shareholder may appoint a person as its representative to attend the annual
meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy. A corporation
wishing to appoint a person must ensure that the representative brings an original of the notice appointing
him or her to the meeting. To assist administration, the Company would be grateful if notices appointing
representatives are delivered to Computershare Investor Services Limited, Level 2, 159 Hurstmere Road,
Takapuna, Auckland, New Zealand (Private Bag 92119, Auckland 1142) at least 48 hours before the time of
the meeting. If the note of appointment is not delivered to the Company’s Share Register prior to the
meeting, the representative must bring to the meeting an original copy of the notice of appointment signed
by the relevant company or body corporate.
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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
Companies or body corporates that wish to attend through a representative
must provide a notice appointing the representative 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
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00 am on Monday, 18 December 2023.
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 to be held over Microsoft Teams on Wednesday, 20 December 2023 commencing at 10.00 am 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 Grant Baker, who retires in accordance with the NZX Listing Rules, and having offered himself for
re-election and being eligible, is re-elected as Chairman of the Company.
2.
That Michael Kerr, who retires in accordance with the NZX Listing Rules, and having offered himself for
re-election and being eligible, is re-elected as a Director of the Company.
3.
That Stephen Sinclair, who retires in accordance with the NZX Listing Rules, and having offered himself
for re-election and being eligible, is re-elected as a Director of the Company.
4.
That Hannah Barrett, who retires in accordance with the NZX Listing Rules, and having offered herself for
re-election and being eligible, is re-elected as a Director of the Company.
5.
That Antony Vriens, who retires in accordance with the NZX Listing Rules, and having offered himself for
re-election and being eligible, is re-elected as a Director of the Company
6.
That the directors 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)
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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