Notice of Annual Meeting of Shareholders and Capital Raise

9 October 2025

Me Today – Notice of Annual Meeting of Shareholders and Capital Raise
Notice is given that the 2025 annual meeting of shareholders of Me Today Limited (the Company)
will be held over Microsoft Teams on Thursday 30
th
of October 2025 commencing at 10:30am.
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 on Wednesday 29 October 2025.
At the Annual Meeting the company is seeking approval from shareholders to raise up to $2.59m in
new capital supported by fixed commitments to subscribe for $1.5m in new capital from major
shareholders Grant Baker and Stephen Sinclair.
Subject to approval from shareholders the new capital is being raised at 6 cents per share, the raise
will include a non-renounceable rights issue providing all shareholders the opportunity to participate
in the raise on a 1 for 1 basis. In addition to the Rights Issue, Me Today intends to make bonus issues
of two classes of warrants on the basis of one of each series of warrant for every two shares held.
The warrants give the holder the right to subscribe for further shares at 6 cents per share exercisable
in October 2026 (Series 1 Warrants) and October 2027 (Series 2 Warrants).
Accompanying the notice of meeting is the Independent Adviser’s Report and Appraisal Report
commissioned by the independent directors in respect to the capital raise prepared by Armillary
Limited.
As explained in the notice of meeting the independent directors of Me Today Limited recommend
that shareholders vote in favour of the resolutions.
The funds from the raise will strengthen the financial position of Me Today and be used to support
the continued growth of the Me Today brand, further information relating to the business of Me
Today is included in the notice of meeting.
Also attached to this announcement is the Corporate Action Notice and Cleansing Notice relating to
the Rights Issue and Warrant issue which are subject to shareholder approval at the Annual meeting.
Both Series 1 and Series 2 Warrants will be Quoted on the NZX. The Rights will not be Quoted.
For further information, please contact.
Stephen Sinclair

Me Today Limited
021 330053
stephen@metoday.com

---

Me Today Ltd

Notice of annual meeting of shareholders


10 October 2025

2
10 October 2025
Dear shareholders,
This letter accompanies a notice of the annual meeting of shareholders which seeks shareholder approvals
for a rights issue and bonus issue of warrants to raise capital for Me Today (the Company) and its primary
operating businesses.
The Board of Directors believes that the proposed capital raise will support Me Today’s continued growth and
strengthen its financial position.
Key elements of the capital raise
Current shareholdings
Me Today’s largest shareholders currently comprise:
• the trustees of the Baker Investment No. 2 Trust (BIT), holding 43.95% of the shares. BIT is associated with
the Non-executive Chair and Co-Founder, Grant Baker
• the trustees of the Sinclair Investment Trust (SIT), holding 19.55% of the shares. SIT is associated with
Executive Director and Co-Founder, Stephen Sinclair
• M&N Kerr Holdings Limited (MKH), holding 3.18% of the shares. MKH is associated with Executive Director
and Co-Founder, Michael Kerr
BIT, SIT and MKH are “associates” for the purpose of the Takeovers Code, collectively currently holding or
controlling 66.69% of the Company’s shares/voting rights. Other shareholders currently hold 33.32% of the
shares.
Rights issue
Me Today is proposing to raise up to $2.59 million through a one for one non-renounceable rights issue at an
issue price of 6 cents per share (Rights Issue).
The Rights Issue is intended to strengthen the Company’s balance sheet and put the Company into a position
to pursue a number of growth opportunities described further below.
If the Company were not able to raise the additional capital sought in the Rights Issue, the Company would
need to find an alternative means of raising capital. The group’s cash flow forecasts indicate that without
new capital from the Rights Issue, the group would not have sufficient cash reserves to meet the group’s
obligations as and when they fall due without significant changes to the business model, such as significantly
reducing costs, negotiating alternative arrangements with the group’s lenders, or selling the Me Today brand.
In the Board’s opinion, none of these options will provide the same potential to create shareholder value
compared to the Rights Issue and other elements of the capital raise.
BIT and SIT fixed commitments to subscribe in the Rights Issue
To provide the Company with more certainty, BIT has agreed to subscribe for $1 million (comprising 16,667,667
new shares) in the Rights Issue and SIT has agreed to subscribe for $500,000 (comprising 8,333,333 new
shares) in the Rights Issue (together the Subscriptions), in each case subject to shareholder approval under
the Takeovers Code. MKH will not subscribe for any new shares in the Rights Issue.
MKH Call options
To provide an incentive to Michael Kerr, and to align his interests (via MKH) with other shareholders, BIT and
SIT have agreed to grant call options to MKH giving MKH the right (but not an obligation) to acquire up to
4,486,056 shares from BIT and up to 2,243,028 shares from SIT for nil payment (MKH Call Option Grant).
The call options to acquire shares from BIT and SIT under the MKH Call Option Grant vest in three equal
tranches on 30 November 2025, 30 November 2026 and 30 November 2027, subject to Michael Kerr continuing
to be employed by Me Today. The call options will expire if not exercised by 30 November 2030.

3
Warrant issues
Immediately following the issue of shares under the Rights Issue, Me Today intends to make bonus issues of
two classes of warrants on the basis of one of each series for warrant for every two shares held (Warrant
Issues).
The warrants give the holder the right (but not an obligation) to subscribe for further shares at 6 cents per
share, exercisable in October 2026 (Series 1 Warrants), and October 2027 (Series 2 Warrants), respectively.
Any additional capital raised on exercise of the warrants is intended to be applied to further fund the group’s
growth.
Me Today has sought NZX approval to quote the Series 1 Warrants and the Series 2 Warrants on the NZX Main
Board. If NZX approves that application, the warrants would be tradeable (subject to market demand).
Because the warrants will only be issued after completion of the Rights Issue, all shareholders at that time will
receive warrants. However participants in the Rights Issue will receive a higher number of warrants in the
Warrant Issue than they would if they do not participate.
Again, to incentivise Michael Kerr and to align his interests (via MKH) with other shareholders, BIT and SIT
have agreed to grant call options to MKH giving MKH rights (but not an obligation) to acquire up to 2,243,028
of each series of warrants held by BIT, and up to 1,048,402 of each series of warrants held by SIT, during the
relevant warrant exercise periods, subject to Michael Kerr continuing to be employed by Me Today. If MKH
exercises warrants, Mr Kerr would need to pay Me Today the exercise price of 6 cents per share.
Independent director and employee share issue
At the same time as the Rights Issue shares are allotted, Me Today also intends to issue 3,780,217 additional
new Shares (Non-Cash Shares) in satisfaction of several deferred payment obligations of the Company.
No cash will be received for the issue of the Non-Cash Shares, none of which are being issued to BIT, SIT, MKH
or any of their Associated Persons (as defined in the Listing Rules). The Non-Cash Shares will not participate in
the Rights Issue, but holders will participate in the Warrant Issue.
Shareholder approvals sought
The special business section of the notice of annual meeting contains several ordinary resolutions covering
the issue of shares in the Rights Issue, the issue of shares upon exercise of warrants, the issue of the fixed
number of shares to BIT and SIT that they have committed to subscribe for, and for the transfer of the shares
should MKH exercise the Call Option Grant in full or in part. The issue of the Non-Cash Shares does not require
shareholder approval.
An ordinary resolution is passed if a majority of shareholders present in person or represented by proxy vote,
who are entitled to vote, vote in favour.
BIT, SIT and MKH are not permitted to vote on the resolutions under rule 17 of the Takeovers Code and NZX
Listing Rule 6.3.1. The directors and their associated interests are not permitted to vote on the resolution to
approve the Rights Issue under NZX Listing Rule 6.3.1.
Independent Adviser’s Report
Additional information about the proposed capital raise by the Company and the associated matters are
set out in an accompanying independent adviser’s report and independent appraisal report from Armillary
Private Capital dated 10 October 2025 (Independent Adviser’s Report).

4
Effect of transactions
The Rights Issue, exercise of shares arising from the Warrant Issues and Subscriptions by BIT and SIT may
result in significant dilution of the economic and voting interests of the other shareholders of the Company if
those shareholders choose not to participate in the Rights Issue.
If BIT and SIT subscribed for the $1.5 million of shares in total to which they have committed, but no other
shareholders participate in the Rights Issue, there is potential for BIT to hold over 50% of the voting shares in
the Company. In some scenarios described in Appendices 2 to 4 of this document, and discussed on page 33
of the Independent Adviser’s Report, BIT, SIT and MKH could collectively hold or control over 75% of the voting
rights in the Company which would allow them to collectively pass a special resolution.
As the MKH Call Option Grant has been made by BIT and SIT, and does not directly involve the Company
(except for MKH exercising any Warrants it owns as a result of exercising the call options over Warrants
granted by BIT and SIT), those transactions do not dilute other shareholders’ holdings, but could affect the
number of shares held as between BIT, SIT and MKH.
Capital structure following the Rights Issue and Warrant Issues
The following table summarises the existing shareholding structure of the Company and describes a range of
shareholdings after each of the Rights Issue and Warrant Issues, depending on how many other shareholders
participate in the Rights Issue and which shareholders participate in the Warrant Issues. There are a number
of other scenarios outlined in the Independent Adviser’s report.
Shareholder nameExisting shareholding
Shareholding following
completion of the Rights Issue,
Non-Cash Share issue
Potential maximum
shareholding following
exercise of all warrants
Trustees of the Baker
Investment Trust No 2
23,876,995 (43.96%)
40,543,662
(40.06% - 48.79%)
72,115,212
Trustees of the Sinclair
Investment Trust
10,616,972 (19.55%)
18,950,305
(18.73% - 22.80%)
33,707,000
M & N Kerr Holdings Limited1,727,170 (3.18%)
1,727,170
(1.71% - 2.08%)
16,620,062
Subtotal of Associated
shareholdings
36,221,137
61,221,137
(60.50% - 73.67%
122,442,274
Other Me Today non-
associated shareholders
1
18,098,959 (33.32%)
21,879,176 – 39,978,135
(26.33% - 39.50%)
43,758,352 - 79,956,270
Total shares on issue
2

54,320,096Up to 101,199,272166,200,626 – 202,398,544
1. Including non-cash shares issued in the Company in conjunction with the Rights Issue allotment.
2. Assuming no further shares are issued under Listing Rule 4.5 (15% Placement Capacity).
The percentage of voting securities held by each shareholder following completion of the Rights Issue and
Warrant Issues will depend on the amount raised by other existing Me Today shareholders. Shareholders,
other than BIT, SIT and MKH, will be entitled to apply for over subscriptions under the rights offer with any
scaling of over subscriptions made in accordance with holdings on the record date for the Rights Issue.
Further information about the Rights Issue offer will be set out in the offer document to be made available to
shareholders separately from this notice of meeting.
Section 2.9.2 of the Independent Adviser’s Report provides a more detailed analysis of the potential ownership
structure of the Company following completion of the Rights Issue and Warrant Issues.
The directors of the Company recommend the shareholders review this information prior to reaching a
decision on the resolutions.

5
Indicative timetable
Rights Issue Record Date (for determining eligibility for the Rights Issue)*5.00pm on 17 October 2025
Opening Date for the Rights Issue and mailing/emailing of Offer
documentation*
20 October 2025
Time for receipt of Proxy appointments for Annual Meeting10.30am on 28 October 2025
Annual Meeting of shareholders10.30am on 30 October 2025
Closing Date for the Rights Issue
(last day for online applications with payment), unless extended*
5.00pm on 31 October 2025
Allotment, issue of new Shares, and Quotation of New Shares*6 November 2025
Warrant Record Date (for determining eligibility for the Warrant Issues)*5.00pm on 7 November 2025
Allotment and issue of Warrants*10 November 2025
Quotation of Warrants (when Warrants become tradeable on the NZX)*10 November 2025
Statements despatched for new shares and Warrants*10 November 2025
Series 1 Warrants exercise period
1 October 2026
to 5pm on 30 October 2026
Series 2 Warrants exercise period
1 October 2027 to
5pm on 29 October 2027
Expiry of MKH Option Grant (if not exercised in full or in part earlier)5pm on 30 November 2030
* These dates are subject to change and are indicative only. Me Today reserves the right to amend this timetable
(including by extending the Rights Issue closing date) subject to applicable laws and the Listing Rules.


Me Today Business update
On 29 August 2025, Me Today released its audited group results for the year ended 30 June 2025, and
on 25 September 2025 Me Today released its annual report. Both announcements are available from:
https://www.nzx.com/companies/MEE/announcements.
As previously reported to shareholders, the King Honey business had created challenges for Me Today.
On 27 July 2025, Me Today announced that receivers and liquidators had been appointed to King Honey
Holdings Limited and King Honey Limited. The King Honey business was ring fenced from the Me Today
group in early 2024, removing Me Today from the King Honey debt security group. As a result, Me Today
has no financial obligations for their debts.

Me Today Brand Performance in FY25
The Me Today brand and agency business recorded revenue of $5.85m before marketing costs paid to
customers, representing growth of 44% on FY24. The costs of marketing services provided by customers
were $1.05m, slightly down from $1.09m in FY24, despite a much higher level of revenue in FY25.
The net loss for the brand and agency business was $1.22m, which is an improvement of 21% on the loss of
$1.54m in FY24.
In addition to the brand and agency business, the Group incurred head office and listed company costs of
$1.15m for FY25, which was down 9% on costs of $1.25m in FY24.

6
Me Today Brand Update
Me Today’s strategy is to focus on New Zealand as the core market, with success at home providing a platform
to grow internationally. Outside of New Zealand, the brand continues a targeted strategy with the Chinese
partnership being the biggest opportunity. Other priority markets include the USA, Japan, UAE and Ireland.
Alongside the market expansion, the brand continues to focus on growing its presence through above-the-line
marketing activity and investment in new product development. FY25 has seen the continuation of an increase
in marketing presence through radio and outdoor advertising together with investment through social media
and other online channels.
FY25 has seen the launch of 10 products, and the brand has 7 new products launching in October 2025. The
new product development pipeline into the 2026 calendar year remains strong, with a number of new products
under development for launch. The brand recognises the importance of a product-led strategy with the
consumer looking for new and trending ingredients which provide a unique point of difference.
Mānuka Honey
Me Today remains committed to Mānuka honey. It sees Mānuka honey as an important and sought after
product from New Zealand with large interest from international markets.
Me Today has an agreement with a contract packer who will pack Mānuka honey on behalf of Me Today and
is in discussions with other parties in respect of the ongoing supply of Mānuka honey. In the current market,
Me Today is able to source Mānuka honey and contract pack services at a cost that is better than what it had
been achieving from its King Honey subsidiary.

New Zealand
The home market of New Zealand continues to grow with the expanded shelf presence creating a lift in sales
within NZ pharmacy and grocery during FY25. Through the introduction of new products and a growth in
sales, the brand is looking to continue growth through increased presence within the channels. The retail
partnerships remain important, as a larger footprint in store will provide a continued increase in sales.

China
In China, the partnership with the Nutrition Family Company continues to expand. During FY25, our partner
achieved revenue targets contained within the commercial agreements and gave notice to acquire a 20%
ownership in the Me Today China trademark per those agreements. The focus in China includes promoting
Me Today across the Chinese TikTok platform, Douyin and now expanding further into other online platforms
and direct to consumer sales models. During the year, Me Today has taken part in a number of live streaming
events in partnership with famous influencers such as Liu Yuan Yuan, Momo and Li Xiao Meng. The activations
have been very successful for the brand in China in generating large sales and a significant increase in brand
profile.
The licence fee payable to Me Today was set as a fixed fee in year one, and for year two onwards it is
calculated as a percentage of revenue. The first licence year finished on 31 March 2025, with total licence fee
revenue of $445,000 received. The increasingly positive impact of a revenue-based licence fee will flow in the
2026 financial year.
Other Markets
Outside New Zealand and China, Me Today is focusing on opportunities it has in the USA, Japan, UAE and
Ireland. We have established partnerships in these markets and will continue to invest in the brand alongside
those partners.
The USA market continues to grow with a focus on both offline and online channels. We have secured an
online presence in the USA and continue to build our strategy for growth in that channel. The offline business
in the USA is Mānuka honey focused, with partnerships in the grocery and consumer retail channels. The
change in business model for Mānuka honey is making it easier to access these channels.

7
In Japan, we have an established partner in the Me Today brand across Mānuka honey, skincare and
supplements. We have been building the sales channel with our Japanese partner and trialing new format
opportunities. Our partner has secured an opportunity to list Me Today in a large retail chain. We shipped
products for this opportunity in March 2025, and we are spending time in the market working with our partner
to develop this opportunity further.
Key issues and risks affecting the Company
In addition to the business update discussed above, shareholders are encouraged to read the Company’s
2025 Annual Report and other recent announcements available at: https://www.nzx.com/companies/MEE/
announcements.
Section 6 of the Independent Adviser’s Report also describes the recent history of the group, and the most
recent financial performance (section 6.7), financial position (section 6.8) and cash flows (section 6.9). The
main risk factors that the group faces include:
• its ability to finance its activities;
• the historic loss-making nature of each of the group’s business segments;
• the fact that elements of the Me Today brand sales rely heavily on high profile social media influencers
and can be seen as a very ‘in the now’ business model;
• its ability to reduce its cost base; and
• selling into offshore markets exposes the group to fluctuations in foreign currency exchange rates.
The additional capital sought from shareholders, with a minimum of $1.5 million already committed from
BIT and SIT, together with potential for further capital from the rights issue and/or exercise of warrants, is
intended to enable the group to carry out its plans and pursue growth opportunities to mitigate the potential
impact of these risks.
As noted elsewhere, if shareholders did not approve the resolutions at the meeting and the Company is not
able to raise the capital sought, then the group would need to make significant changes to the business model,
such as significantly reducing costs, negotiating alternative arrangements with the group’s lenders, or selling
the Me Today brand.
Conclusion
The Board of Directors are positive that the capital raised through the Rights Issue and subsequent warrant
offer will position Me Today to look to new opportunities for the group and create value for our stakeholders.
We remain committed to open communication and will continue to update you on our progress.
Sincerely,
Grant Baker
Chairman
On behalf of the Me Today Board of Directors

Notice of annual
meeting of shareholders

9
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Special Business of the meeting
Notice is given that the Annual Meeting of Shareholders of Me Today Limited (the Company) will be held over
Microsoft Teams on 30 October 2025 commencing at 10.30am.
Please register for the meeting by clicking here in the notice of meeting or email vote@metoday.com
(providing your full name, shareholder number and associated organisation (if any). To ensure registration, we
advise shareholders to register by 4pm on 29 October 2025.
The Explanatory Notes accompanying this notice of meeting set out the details of the transactions which are
the subject of the resolutions and the approval required for each resolution under the NZX Listing Rules (the
Listing Rules), the Companies Act 1993 (the Act), the constitution of the Company (the Constitution) and the
Takeovers Code (the Takeovers Code).
1. Rights Issue and Warrants
Issues – Ordinary Resolution
– Listing Rule 4.2.1
To consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“To approve:
(a) a rights issue of up to 43,098,959 ordinary shares through a non-
renounceable rights issue at an issue price of 6 cents per share to raise
up to $2.59 million (the Rights Issue);
(b) a bonus 1 for 2 warrant issue of up to 50,599,636 warrants exercisable
at a price of 6 cents per warrant (the Series 1 Warrants), and
(c) a bonus 1 for 2 warrant issue of up to 50,599,636 warrants exercisable
at a price of 6 cents per warrant (the Series 2 Warrants),
in each case for the purposes of NZX Listing Rule 4.2.1, as described further
in the explanatory notes to the notice of meeting.”
2. BIT and SIT firm
commitments to subscribe in
the Rights Issue – Ordinary
Resolution – Listing Rule 5.2;
Rule 7(d) of the Takeovers
Code
If Resolution 1 is passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:
“To approve:
(a) a subscription of $1,000,000 in the Rights Issue by Grant Keith Baker
& Donna Jean Baker & Baker Investment MM Trustee Limited, being
the trustees of the Baker Investment Trust No 2 (BIT), as to 16,666,667
ordinary shares;
(b) a subscription of $500,000 in the Rights Issue by Stephen John Sinclair
& Jacqueline Margaret Sinclair & Roger Frederick Wallis, being the
trustees of the Sinclair Investment Trust (SIT), as to 8,333,333 ordinary
shares,
for the purpose of Rule 7(d) of the Takeovers Code and NZX Listing Rule
5.2, as described further in the explanatory notes to the notice of meeting.”
Implementation of this resolution is conditional upon Resolution 1 also
being approved by the shareholders of the Company.

10
3. Exercise of Warrants–
Ordinary Resolution – Rule
7(d) of the Takeovers Code
If Resolutions 1 and 2 are passed, to consider, and if thought fit, pass the
following resolution as an ordinary resolution of the Company:
“To approve the issue and allotment of additional shares in the Company
on the exercise of:
(a) up to 18,028,803 Series 1 Warrants by BIT,
(b) up to 18,028,803 Series 2 Warrants by BIT,
(c) up to 8,426,750 Series 1 Warrants by SIT,
(d) up to 8,426,750 Series 2 Warrants by SIT,
(e) up to 7,446,446 Series 1 Warrants by M&N Kerr Holdings Limited
(MKH), and
(f) up to 7,446,446 Series 2 Warrants by MKH
for the purposes of Rule 7(d) of the Takeovers Code, as described further in
the explanatory notes to the notice of meeting.”
Implementation of this resolution is conditional upon Resolutions 1 and 2
also being approved by the shareholders of the Company.
4. MKH Option Grant –
Ordinary Resolution – Rule
7(c) of the Takeovers Code
If Resolutions 1, 2 and 3 are passed, to consider and, if thought fit, pass the
following resolution as an ordinary resolution of the Company:
“To approve the transfer of shares on the exercise of call options granted
by BIT and SIT to MKH of up to:
(a) 4,486,056 shares from BIT to MKH; and
(b) 2,096,805 shares from SIT to MKH,
for the purpose of Rule 7(c) of the Takeovers Code, as described further in
the explanatory notes to the notice of meeting.”
Implementation of this resolution is conditional upon Resolutions 1, 2 and 3
also being approved by the shareholders of the Company.
Ordinary Business of the meeting
5. Re-election of Roger
Gower
To consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
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.
6. Fees of auditor
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.

11
Notes
By Order of the Board of Directors
Stephen Sinclair
Company Secretary
1. Explanatory Notes
A general background to, and explanatory notes for,
Resolutions 1 to 6 are set out in the following pages.
Additional information about the proposed capital
raise by the Company and the associated matters
are set out in an independent adviser’s report and
independent appraisal report from Armillary Private
Capital dated 10 October 2025 (Independent
Adviser’s Report), which accompanies this
document.
2. 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 Chair of the meeting or any other director can
be appointed as a proxy by a shareholder in their
proxy form. The Chair and the directors intend to
vote any undirected proxies in favour of all of the
resolutions.
Those directors with connections with substantial
shareholders of the Company, as outlined on page
14 of the notice of meeting, may not be appointed
as discretionary proxies for Resolutions 2, 3 or 4.
However, they may be appointed non-discretionary
proxies and vote in accordance with any express
directions by shareholders. No director may be
granted a discretionary proxy on Resolution 1
but must be given a direction on how to vote on
that resolution (otherwise a director acting as a
discretionary proxy will not cast a vote on Resolution
1).
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 10.30am on 28 October 2025), in
accordance with the instructions in the notes to the
accompanying proxy form.
3. Voting Restrictions
The following persons and their respective
Associated Persons (as defined in the Listing Rules)
or Associates (as defined in the Takeovers Code) are
not permitted to vote on Resolutions 1 to 4 by NZX
Listing Rule 6.3.1 (Resolutions 1 and 2) and Rule 17 of
the Takeovers Code (Resolutions 2, 3 and 4):
(a) Grant Keith Baker & Donna Jean Baker & Baker
Investment MM Trustee Limited, the trustees of
the Baker Investment Trust No 2 (BIT) and their
Associated Person(s) (as defined in the Listing
Rules);
(b) Stephen John Sinclair & Jacqueline Margaret
Sinclair & Roger Frederick Wallis, the trustees
of the Sinclair Investment Trust (SIT) and their
Associated Person(s) (as defined in the Listing
Rules); and
(c) M&N Kerr Holdings Limited (MKH).
The Directors and their Associated Persons (as
defined in the Listing Rules) are not permitted to vote
on Resolution 1 by NZX Listing Rule 6.3.1.
Persons subject to a voting restriction may not be
appointed as a discretionary proxy (but can be
appointed as a non-discretionary proxy and be
expressly directed how to vote if appointed by a
person who is not disqualified from voting).
All persons registered on the Company’s register
of shareholders as the holder of shares as at
5.00pm on 28 October 2025 shall, subject only to
the preceding restrictions, be entitled to vote at the
meeting in person or by proxy.
4. Directors’ Recommendation
The independent directors of the Company,
Hannah Barrett, Roger Gower and Antony Vriens,
recommend that shareholders vote in favour of all of
the Resolutions. The independent directors’ reasons
for their recommendation on Resolutions 1 to 4 are
outlined on page 14 of the notice of meeting.
The directors Grant Baker, Stephen Sinclair
and Michael Kerr abstained from making a
recommendation because of their connections with
BIT, SIT and MKH (respectively), as outlined on page
14 of the notice of meeting.
5. Conditional nature of Resolutions
Implementation of Resolution 2 is conditional upon
Resolution 1 being approved by the shareholders of
the Company.
Implementation of Resolution 3 is conditional
upon Resolutions 1 and 2 being approved by the
shareholders of the Company.
Implementation of Resolution 4 is conditional
upon Resolutions 1, 2 and 3 being approved by the
shareholders of the Company.
Neither Resolution 5 nor 6 are conditional upon any
other resolution.

12
Explanatory notes
Summary of Transactions
The Company intends to offer shares under the
Rights Issue to its existing shareholders. BIT has
agreed to subscribe for a fixed amount of $1 million
worth of shares in the Rights Issue, and SIT have
agreed to subscribe for a fixed amount of $500,000
worth of shares in the Rights Issue (together, the
Subscriptions), in each case being less than their
pro rata entitlement. MKH will not subscribe for any
shares in the Rights Issue.
In addition to the Rights Issue, the Company wishes
to undertake a bonus warrant issue of two series of
warrants whereby all shareholders in the Company
(following allotment of shares in the Rights Issue) will
be issued (on the ratio of 1 warrant for every 2 shares
held):
(a) warrants exercisable between 1 October 2026
and 30 October 2026 (Series 1 Warrant Issue) at
an exercise price of 6 cents per share; and
(b) warrants exercisable between 1 October 2027
and 29 October 2027 (Series 2 Warrant Issue) at
an exercise price of 6 cents per share
(together the Warrant Issues).
Me Today has sought NZX approval to quote the
Series 1 Warrants and the Series 2 Warrants on the
NZX Main Board. If NZX approves that application,
the warrants would be tradeable (subject to market
demand).
In addition, MKH has been granted call options to
buy up to 6,582,861 shares, split 4,486,056 shares
from BIT and 2,096,805 shares from SIT, for nil
consideration.
MKH has also been granted call options to buy up
to 3,291,431 Series 1 Warrants and 3,291,431 Series
2 Warrants, each split 2,243,028 from BIT and
1,048,402 from SIT, for nil consideration. While MKH
can purchase the Warrants from BIT and SIT for nil
consideration, MKH would still need to pay the $0.06
exercise price if it elected to exercise any of the
Warrants acquired.
The reason for the grant of call options is that
Michael Kerr, who is a key executive, was
instrumental in establishing Me Today as a Co-
Founder along with Grant Baker and Stephen
Sinclair. BIT and SIT, which are both much larger
shareholders than MKH, wish to grant the options to
help ensure that MKH’s interests remain aligned with
theirs and those of Me Today shareholders more
generally.
MKH’s call option to buy shares vests in three equal
tranches on 30 November 2025, 30 November 2026
and 30 November 2027, subject to Michael Kerr
continuing to be employed by the Company. The call
options will expire if not exercised by 30 November
2030. The call options to buy the Warrants vests on
1 October 2026 (in respect of the Series 1 Warrants)
and 1 October 2027 (in respect of the Series 2
Warrants), with both also subject to Michael Kerr’s
continued employment and expiry if not exercised by
the end of the relevant Warrant exercise period.

13
Additional information relating to the resolutions
Nature of Resolutions
The Resolutions to be considered at the meeting
include ordinary resolutions which are each subject
to voting restrictions. An ordinary resolution is a
resolution passed by a simple majority of votes of
shareholders of the Company, entitled to vote and
voting.
Those shareholders subject to voting restrictions, as
noted under the summary of each resolution below,
are unable to vote on the resolution to which they
are interested.
Resolution 1: Rights Issue and Warrant Issues
Resolution 1 is required by Listing Rule 4.1.1, which
generally requires share issues to be approved
by shareholders under Listing Rule 4.2.1 unless an
exception applies under the Listing Rules.
Listing Rule 6.3.1 does not permit Directors and their
Associated Persons to vote on Resolution 1.
Further information about Resolution 1 required by
Listing Rule 7.8.4 is set out in Appendix 1 of the notice
of meeting.
Resolution 2: BIT and SIT firm commitments to
subscribe in the Rights Issue
Resolution 2 is required by Listing Rule 5.2.1, which
requires “Material Transactions” with “Related
Parties” to be approved as an ordinary resolution.
Because the participation in the Rights Issue and the
Warrant Issues, including through the Subscriptions,
by BIT and SIT is for an amount above 10% of the
Company’s “Average Market Capitalisation” (as
defined in the Listing Rules) the Subscriptions are a
“Material Transaction”.
Because Grant Baker and Stephen Sinclair are
directors of the Company, and because BIT and SIT
own more than 10% of the shares in the Company,
they are “Related Parties” under the Listing Rules,
and so shareholder approval is required.
Resolution 2 is also required by Rule 7(d) of the
Takeovers Code which allows a person to hold an
increased percentage of voting rights through an
allotment of voting securities in the Company where
such allotment has been approved by ordinary
resolution.
Under Listing Rule 6.3.1 and Rule 17 of the Takeovers
Code BIT, SIT and MKH, and each of their Associated
Person(s) (as defined in the Listing Rules) or their
Associates (as defined in the Takeovers Code) are
not permitted to vote on Resolution 2.
Further information about Resolution 2 required by
the Takeovers Code is set out in Appendix 2 of the
notice of meeting.
The Independent Adviser’s Report concludes that
the transactions, when viewed as a whole, are fair
to all shareholders (disregarding SIT, BIT and MKH).
Further details can be found at section 5.2 of the
Independent Adviser’s Report.
Resolution 3: Exercise of Warrants
Resolution 3 is required by Rule 7(d) of the Takeovers
Code which allows a person to hold an increased
percentage of voting rights through an allotment of
voting securities in the Company where such allotment
has been approved by ordinary resolution. Warrants,
when exercised, will result in further quoted shares in
the Company being issued.
Under Rule 17 of the Takeovers Code, BIT, SIT and
MKH, and each of their Associates (as defined in
the Takeovers Code) are not permitted to vote on
Resolution 3.
Further information about Resolution 4 required
by Rule 7(d) is set out in Appendix 4 of the notice of
meeting.
Resolution 4: MKH Option Grant
Resolution 4 is required by rule 7(c) of the Takeovers
Code and the Takeovers Code (Me Today Limited)
Exemption Notice 2025 in regard to:
(a) Rule 7(c) of the Takeovers Code which allows a
person to hold an increased percentage of voting
rights in the Company through an acquisition
of voting securities in the Company from one or
more other persons where such acquisition has
been approved by ordinary resolution; and
(b) Rule 16(b) of the Takeovers Code in respect of the
notice of meeting which is required to stipulate
certain information about a transaction under
Rule 7(c).
BIT, SIT, MKH and each of their Associated Person(s)
(as defined in the Listing Rules) or their Associates (as
defined in the Takeovers Code) are not permitted to
vote on Resolution 4 under Rule 17 of the Takeovers
Code.
Further information about Resolution 4 required by the
Takeovers Code and the Takeovers Code (Me Today
Limited) Exemption Notice 2025 is set out in Appendix
4 of the notice of meeting.
Resolution 5: Re-election of Roger Gower
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

14
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, IntoWork New Zealand Limited and
WasteCo Group Limited. Roger had a corporate
career in logistics and transportation. He has a
BCom from the University of Auckland, an MBA from
Massey University and an MPhil from the University
of Cambridge.
The Board unanimously recommends that
shareholders vote in favour of Roger’s re-election.
Resolution 6: Fees of auditor
BDO is automatically reappointed as auditor of the
Company under section 207T of the Act.
Pursuant to section 207S of the Act, this resolution
authorises the Directors to fix the fees and expenses
of the auditor.
Consequences of not passing the Resolutions
The practical impact if Resolutions 1 to 4 are not
passed is that the Company would need to find
an alternative means for raising capital for future
growth. The group’s cash flow forecasts indicate
that the group would not have sufficient cash
reserves to meet the group’s obligations as and
when they fall due without significant changes to
the business model, such as significantly reducing
costs, negotiating alternative arrangements with the
group’s lenders, or selling the Me Today brand.
In the Board’s opinion, none of these options will
provide the same potential to create shareholder
value compared to the capital raise.
Connections of shareholders with directors
The Company’s Chairman and Co-Founder, Grant
Baker, is an “Associated Person” (as defined in the
Listing Rules) of BIT, a family trust associated with
Grant Baker.
The Company’s Co-Founder, Stephen Sinclair, is an
“Associated Person” (as defined in the Listing Rules)
of SIT, a family trust associated with Stephen Sinclair.
The Company’s Co-Founder, Michael Kerr, is an
“Associated Person” (as defined in the Listing Rules)
of MKH which is associated with Michael Kerr.
Accordingly, Grant Baker, Stephen Sinclair
and Michael Kerr have not made a formal
recommendation in the section below. However,
each of them considers the transactions subject to
the notice of meeting to be in the best interests of the
Company and supports them.
Independent directors’ recommendation
The independent directors of the Company,
Hannah Barrett, Roger Gower and Antony Vriens
unanimously recommend that shareholders approve
all Resolutions.
The independent directors’ reasons for
recommending approval of the Resolutions are
that they consider the capital raise and the other
matters covered by the Resolutions to be in the best
interests of the Company and shareholders, taken as
a whole. The practical impact if Resolutions 1 to 4 are
not passed is that the Company would not be in the
financial position to pursue the growth opportunities
planned and would need to make significant changes
to the business model.
The independent directors encourage shareholders
to carefully read the Independent Adviser’s Report
accompanying the notice of meeting and form their
own views on the merits of the transactions requiring
approval, having regard to their own circumstances.
A summary of the independent adviser’s
consideration of the merits of the transactions can
be found at section 4 of the Independent Adviser’s
Report.
Non-renounceable Rights Issue
The Rights Issue is non-renounceable. This generally
means that shareholders who do not take up their
entitlements will not be able to transfer or sell their
rights in the Company.
The Company has decided to make the Rights Issue
non-renounceable to reduce the cost to the Company
whilst also simplifying the Rights Issue as much as
possible.
Shareholders who choose not to participate will not
be able to benefit from the sale or transfer of their
rights. Therefore, they will need to choose between
participating in the Rights Issue or being diluted. The
Company received advice from its lawyers, Chapman
Tripp, on various structural options for the new
capital issue before deciding to proceed with a non-
renounceable Rights Issue.
Timeframe for Rights Issue
The Rights Issue is intended to open after this notice
of meeting has been sent out and close shortly after
the shareholder meeting. Further details of the
timetable for the Rights Issue will be advised to NZX
and included in the Rights Issue offer document.
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 accompanying
document.

15
Appendix 1: additional information on Resolution 1
Information required by Listing Rule 7.8.4 in respect
of Resolution 1 – Rights Issue: The proposed issue of
up to 43,098,959 ordinary shares (the New Shares)
in the Company (Rights Issue), followed by a 1 for 2
warrants issue to be exercised from 1 October 2026
until 5pm on 30 October 2026 (Series 1 Warrant
Issue) and a 1 for 2 warrants issue to be exercised
from 1 October 2026 until 5pm on 29 October 2027
(Series 2 Warrant Issue).
Part A – Rights Issue
1. Number of the financial products to be issued
With the one new share for each existing share held
ratio in the Rights Issue, up to 54,320,096 shares
could have been issued.
However, since BIT and SIT have committed to fixed
subscription amounts that are less than their full
1 for 1 entitlements, and MKH has determined not
to subscribe in the Rights Issue, 43,098,959 is the
maximum number of New Shares to be issued and
allotted under the Rights Issue.
2. Purpose of the issue
The Rights Issue is intended to raise at least $1.5
million cash, which is to be used to strengthen the
Company’s balance sheet and put the Company in a
better position to pursue growth opportunities.
3. Issue price
The issue price is 6 cents per New Share. The issue
price is payable at the time of application in the
Rights Issue.
The issue price is at a discount of 22% to the 60-day
volume weighted average price of the Company’s
shares prior to announcement of the intention to
undertake the capital raise on 20 August 2025.
The board of directors wanted to create an incentive
for those shareholders who do wish to participate
in the offer, by providing a discount. This recognises
that the financial condition of the Company requires
additional capital to enable the Company to
pursue growth opportunities for the benefit of all
shareholders.
Shareholders, other than BIT, SIT and MKH, will be
entitled to apply for over subscriptions under the
rights offer with any scaling of over subscriptions
made in accordance with holdings on the record
date for the Rights Issue.
Further information about the Rights Issue offer
will be set out in the offer document to be made
available to shareholders separately from this notice
of meeting.
Further information regarding the price of the Rights
Issue can be found at section 4.6 of the Independent
Adviser’s Report.
4. Parties to the issue
The New Shares are intended to be offered to the
current shareholders in the Company, being BIT and
its Associated Person(s) (as defined in the Listing
Rules), and SIT and its Associated Person(s) (as
defined in the Listing Rules) and all other existing
shareholders including retail shareholders (together,
the Allottees). However, MKH has determined not to
participate in the Rights Issue.
The Allottees include Associated Persons of each
of the directors, Grant Baker (Chairman and Co-
Founder), Stephen Sinclair (Co-Founder), Michael
Kerr (Co-Founder), Hannah Barrett (Independent
Director), Roger Gower (Independent Director) and
Antony Vriens (Independent Director).
5. Timeframe
The Rights Issue is expected to be completed soon
after shareholder approval.
6. Terms
The New Shares will have the same rights, and rank
equally with, existing voting shares in the Company.
Part B – Warrant Issue
7. Number of the financial products to be issued
A maximum number of 50,599,636 Series 1 Warrants
and 50,599,636 Series 2 Warrants are proposed to
be issued in the Warrant Issues (the Series 1 Warrants
and the Series 2 Warrants, together, the Warrants).
8. Purpose of the issue
Warrants give a holder the right, but not the
obligation, to subscribe for one additional ordinary
share in the Company. The two series of warrants
are designed to give shareholders the choice to
contribute further funds to the Company, thereby
supporting its growth and development, in the month
of each of the next two year anniversaries of the
Rights Issue.
9. Issue price
The exercise price for the Warrants is 6 cents per
New Share. There is no price payable for the issue of
the Warrants. The issue price is payable at the time
of exercise of Warrants.

16
10. Parties to the issue
The Warrants are intended to be offered to the then
current shareholders in the Company, being BIT and
the trustee’s Associated Person(s) (as defined in the
Listing Rules), and SIT and the trustee’s Associated
Person(s) (as defined in the Listing Rules), MKH,
and other existing shareholders including retail
shareholders (together, the Allottees).
The Allottees may include Associated Persons of
each of the directors, Grant Baker (Chairman and
Non-Executive Director), Stephen Sinclair (CFO),
Michael Kerr (CEO), Hannah Barrett (Independent
Director), Roger Gower (Independent Director) and
Antony Vriens (Independent Director).
11. Timeframe
The Warrants would be issued soon after completion
of the Rights Issue on a record date that will be
advised by the NZX. Series 1 Warrant holders will
have from 1 October 2026 until 5pm on 30 October
2026 to exercise their Warrants. Series 2 Warrant
holders will have from 1 October 2027 until 5pm on
29 October 2027 to exercise their Warrants.
12. Terms
The shares issued on exercise of Warrants will have
the same rights, and rank equally with, existing
voting shares in the Company, including the New
Shares to be issued under the Rights Issue.
Appendix 2: additional information on Resolution 2
Information required by Rule 16 and Schedule 5 of the Takeovers Code in respect of Resolution 2 – Proposed
subscription of $1,500,000 of the Rights Issue (the Subscriptions) by the trustees of the Baker Investment Trust
No 2 and the trustees of the Sinclair Investment Trust (the Allottees).

1. Identify the relevant person(s)
New ordinary shares are proposed to be acquired by:
• the trustees of the Baker Investment Trust No 2; and
• the trustees of the Sinclair Investment Trust.

2. Particulars of the voting securities being allotted
The maximum number of shares to be allotted pursuant to Resolution 2 are set out in the following table. The
maximum percentage of shares allotted may be less than the maximum stated, depending on the take-up
under the Rights Issue.
Following the Rights Issue
Name of Shareholder
Maximum
number of
shares being
allotted
(approved
maximum
number)
% of all existing
voting securities and
voting securities that
could be allotted
that the approved
maximum represents
Maximum
% of voting
securities that
could be held
or controlled by
Allottee
Maximum
% of voting
securities that
could be held
by Allottee
and Associates
Maximum % of voting
securities that could
be held by Allottee
and Associates
(excluding the other
Allottees relying on
the approval)
Trustees of the Baker
Investment Trust No 2
16,666,66721.01%51.11%77.18%53.29%
Trustees of the Sinclair
Investment Trust
8,333,33310.51%23.89%77.18%26.07%
The date used to determine all the information
above (the calculation date) was 10 October 2025.
The assumptions on which the information above
has been calculated are as follows:
• that the number of voting securities is the
number of voting securities on issue on the
calculation date;
• there is no change in the total number of voting
securities on issue between the calculation date
and the end of the allotment period (other than
as a result of the allotments);
• the Allottees are allotted the approved
maximum number under the allotment, and
for the purposes of describing the maximum
percentage of shares held by the Allottees that
no other shareholders apply for shares in the
Rights Issue. For the purposes of the last column
of the above table, it is assumed that each of the
specified Allottees (but disregarding the other
Allottee who is also relying on the approval) are
allotted the approved maximum number under
their allotment.

17
3. Consideration
The consideration for the New Shares is 6 cents per
share, being a total of $1,500,000. The issue price
is payable on application under the Rights Issue at
the same time as applications made by any other
shareholder.
4. Reasons for the Subscription
The Company intends to undertake the Rights
Issue to raise capital to assist in future business
opportunities and create value for shareholders.
Assuming the Rights Issue is approved by
shareholders of the Company, BIT and SIT have
indicated that between them they will subscribe for
$1,500,000 of the Rights Issue.
5. Statement in accordance with rule 16(f) of the
Takeovers Code
The Subscription, if approved, will be permitted
under rule 7(d) of the Takeovers Code as an
exception to rule 6 of the Takeovers Code.
6. Statements in accordance with Rule 16(g) of
the Takeovers Code have been provided to the
Company by BIT and SIT
BIT have confirmed that there are no agreements
or arrangements (whether legally enforceable or
not) that have been, or are intended to be, entered
into between BIT and any other person (other than
between BIT and the Company in respect of the
matters referred to in paragraphs 1 to 5 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.
SIT have confirmed that there are no agreements
or arrangements (whether legally enforceable or
not) that have been, or are intended to be, entered
into between SIT and any other person (other than
between SIT and the Company in respect of the
matters referred to in paragraphs 1 to 5 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.
The Independent Adviser’s Report that complies
with rule 18 of the Takeovers Code accompanies this
notice.
The statement from the independent directors of
the Company required by rule 19 of the Takeovers
Code is set out at page 14. The other directors have
abstained from making a formal recommendation.

18
Appendix 3: additional information on Resolution 3
Information required by Rule 16 of the Takeovers Code in respect of Resolution 3 – Exercise of Warrants by BIT,
SIT and MKH.

1. Identify the relevant person(s)
The warrants are proposed to be acquired by:
• the trustees of the Baker Investment Trust No 2;
• the trustees of the Sinclair Investment Trust; and
• M&N Kerr Holdings Limited.

2. Particulars of the voting securities being allotted
The maximum number of shares to be allotted on the exercise of Warrants pursuant to Resolution 3 are set
out in the following tables. The maximum number, and percentage of shares allotted, may be less than the
maximum depending on the take-up under the Rights Issue and the extent of Warrants exercised by other
persons.
The outcomes are shown in four scenarios, as the maximum percentage of voting securities that each Allottee
could hold may be higher than in the first scenario shown, if their associated Allottee does not exercise any
Warrants.
Series 1 Warrants
Assuming that BIT, SIT and MKH exercise the maximum number of Series 1 Warrants that could be held by
each of them after exercise of the warrant call options but before any exercise of the share call options by
MKH.
Name of Shareholder
Maximum
number of
shares being
allotted of
exercise of
warrants
(approved
maximum)
% of all existing
voting securities
and voting
securities that
could be allotted
on exercise of
warrants that
the approved
maximum
represents
Maximum % of
voting securities
that could be
held by Allottee
following
exercise of
warrants
Maximum % of
voting securities
that could be
held by Allottee
and Associates
3

Maximum % of
voting securities
that could be
held by Allottee
and Associates
(excluding the other
Allottees relying on
the approval)
Trustees of the Baker
Investment Trust No 2
18,028,80317.83%51.51%80.76%69.69%
Trustees of the Sinclair
Investment Trust
8,426,7519.21%24.08%80.76%61.25%
M&N Kerr Holdings Ltd 4,155,0154.76%5.17%80.76%57.49%
3. Me Today has treated MKH, BIT and SIT as Associates (for the purposes of the definition in the Takeovers Code). There are no requirements
for BIT and SIT to top up MKH’s shareholding following exercise of the warrants under Resolution 3.

19
Assuming that only BIT exercise their maximum number of Series 1 Warrants and that MKH does not exercise
any call options
Name of Shareholder
Maximum number of
shares being allotted
of exercise of warrants
(approved maximum)
% of all existing voting
securities and voting
securities that could
be allotted on exercise
of warrants that the
approved maximum
represents
Maximum % of voting
securities that could
be held by Allottee
following exercise of
warrants
Maximum % of voting
securities that could be
held by Allottee and
Associates
Trustees of the Baker
Investment Trust No 2
20,271,83119.61%58.83%78.83%
Assuming that only SIT exercise their maximum number of Series 1 Warrants and that MKH does not exercise
any call options
Name of Shareholder
Maximum number of
shares being allotted
of exercise of warrants
(approved maximum)
% of all existing voting
securities and voting
securities that could
be allotted on exercise
of warrants that the
approved maximum
represents
Maximum % of voting
securities that could
be held by Allottee
following exercise of
warrants
Maximum % of voting
securities that could be
held by Allottee and
Associates
Trustees of the Sinclair
Investment Trust
9,475,15310.24%40.94%53.04%
Assuming that only MKH exercises call options to acquire warrants and exercises its maximum number of
Series 1 Warrants but before any exercise of the share call options by MKH.
Name of Shareholder
Maximum number of
shares being allotted
of exercise of warrants
(approved maximum)
% of all existing voting
securities and voting
securities that could
be allotted on exercise
of warrants that the
approved maximum
represents
Maximum % of voting
securities that could
be held by Allottee
following exercise of
warrants
Maximum % of voting
securities that could be
held by Allottee and
Associates
M&N Kerr Holdings Ltd 4,155,0154.76%11.50%74.93%
Series 2 Warrants
Assuming that BIT, SIT and MKH exercise the maximum number of Series 1 and Series 2 Warrants that could
be held by each of them after exercise of the warrant call options but before any exercise of the share call
options by MKH.
Name of Shareholder
Maximum
number of
shares being
allotted of
exercise of
warrants
(approved
maximum)
% of all existing
voting securities and
voting securities that
could be allotted on
exercise of warrants
that the approved
maximum represents
Maximum % of
voting securities
that could be
held by Allottee
following
exercise of
warrants
Maximum % of
voting securities
that could be
held by Allottee
and Associates
Maximum % of
voting securities
that could be
held by Allottee
and Associates
(excluding the
other Allottee
relying on the
approval
Trustees of the Baker
Investment Trust No 2
18,028,8038.89%53.08%84.84%76.12%
Trustees of the Sinclair
Investment Trust
8,426,7514.91%24.81%84.84%69.47%
M&N Kerr Holdings Ltd 4,155,0152.77%6.95%84.84%66.51%

20
Assuming that only BIT exercise their maximum number of Series 1 and Series 2 Warrants and that MKH does
not exercise any call options
Name of Shareholder
Maximum number of
shares being allotted
of exercise of warrants
(approved maximum)
% of all existing voting
securities and voting
securities that could
be allotted on exercise
of warrants that the
approved maximum
represents
Maximum % of voting
securities that could
be held by Allottee
following exercise of
warrants
Maximum % of voting
securities that could be
held by Allottee and
Associates
Trustees of the Baker
Investment Trust No 2
20,271,83116.40%65.58%82.30%
Assuming that only SIT exercise their maximum number of Series 1 and Series 2 Warrants and that MKH does
not exercise any call options
Name of Shareholder
Maximum number of
shares being allotted
of exercise of warrants
(approved maximum)
% of all existing voting
securities and voting
securities that could
be allotted on exercise
of warrants that the
approved maximum
represents
Maximum % of voting
securities that could
be held by Allottee
following exercise of
warrants
Maximum % of voting
securities that could be
held by Allottee and
Associates
Trustees of the Sinclair
Investment Trust
9,475,1539.28%37.14%78.56%
Assuming that MKH exercises all call options and only MKH exercises its maximum number of Series 1 and
Series 2 Warrants but before any exercise of the share call options by MKH.
Name of Shareholder
Maximum number of
shares being allotted
of exercise of warrants
(approved maximum)
% of all existing voting
securities and voting
securities that could
be allotted on exercise
of warrants that the
approved maximum
represents
Maximum % of voting
securities that could
be held by Allottee
following exercise of
warrants
Maximum % of voting
securities that could be
held by Allottee and
Associates
M&N Kerr Holdings Ltd 4,155,0154.55%10.98%76.06%
The date used to determine all the information above (the Calculation Date) was 10 October 2025.
The assumptions on which the information shown in each table above has been calculated are as follows:
• that the number of voting securities is the number of voting securities on issue on the calculation date
assuming that shares are only allotted to BIT and SIT in the Rights Issue and that the call options held by
MKH over warrants are exercised to the extent described in the heading to each table above;
• there is no change in the total number of voting securities on issue between the calculation date and the
end of the allotment period (except under the Rights Issue);
• the Allottees are allotted the approved maximum number of Warrants under the relevant allotment, and
for the purposes of describing the maximum percentage of shares held by the Allottees that no other
shareholders apply for shares in the Rights Issue;
• the Allottees and each of their Associates are allotted the maximum number of voting securities under the
relevant allotment, and for the purposes of describing the maximum percentage of voting securities held
by the Allottees and their associates, that no other shareholders apply for shares in the Rights Issue.

21
3. Consideration
The consideration for the shares to be issued on
each series of Warrants is 6 cents per share, being a
total for each series of Warrants of:
• up to $1,081,728 from BIT;
• up to $505,605 from SIT; and
• up to $446,787 from MKH.
The issue price is payable on exercise of the relevant
Warrant Issue on or before the relevant Expiry Date.
4. Reasons for the participation in the Warrant Issue
The Company intends to undertake each bonus
Warrant Issue as a further incentive for shareholders
to participate in the Rights Issue and to top up their
shareholdings during the relevant Warrant exercise
periods. The Warrant Issues will also help the
Company raise capital, which the Company can use
to undertake new business opportunities and create
shareholder value.
5. Statement in accordance with rule 16(f) of the
Takeovers Code
The allotment to BIT, SIT and MKH under the
Warrant Issues, if approved by the shareholders of
the Company, will be permitted under rule 7(d) of
the Takeovers Code as an exception to rule 6 of the
Takeovers Code.
6. Statements in accordance with rule 16(g) of
the Takeovers Code have been provided to the
Company by BIT, SIT and MKH
BIT 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 BIT and any other person (other than
between BIT and the Company in respect of the
matters referred to in paragraphs 1 to 5 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.
SIT 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 SIT and any other person (other than
between SIT and the Company in respect of the
matters referred to in paragraphs 1 to 5 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.
MKH 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 MKH and any other person (other
than between MKH and the Company in respect of
the matters referred to in paragraphs 1 to 5 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.
The Independent Adviser’s Report that complies
with rule 18 of the Takeovers Code accompanies this
notice.
The statement from the Independent Directors of
the Company required by rule 19 of the Takeovers
Code is set out at page 11. The other directors have
abstained from making a formal recommendation.

22
Appendix 4: additional information on resolution 4
Information required by Rule 15 of the Takeovers Code, and the Takeovers Code (Me Today Limited) Exemption
Notice 2025, in respect of Resolution 4 – Proposed transfer of shares from BIT and SIT to MKH on the exercise
of call options granted by them to MKH (MKH Option Grant).
1. Identify the relevant person(s)
The shares that could be acquired pursuant to Resolution 4 (Transfer Shares) would be acquired by MKH from
BIT and SIT, should MKH exercise call options to do so.
2. Particulars of the voting securities being acquired
MKH’s right to acquire shares under the call option vests in 3 instalments on 30 November 2025, 30 November
2026 and 30 November 2027, subject to the continued employment of Mr Kerr, and expires if not exercised by
30 November 2030.
The maximum number of shares to be transferred on exercise of the MKH Option Grant are set out in the
following table, assuming no warrants are exercised and they expire.
Name of transferring
Shareholder
Number of shares
being transferred
to MKH
% of all existing voting
securities that the
number of Transfer
Shares represents
Maximum
percentage of the
aggregate of all
voting securities
held or controlled by
MKH exercise of the
MKH Call Option
Maximum
percentage of
voting securities
held by MKH and
its Associates after
exercise of the MKH
Call Option
Trustees of the Baker Investment
Trust No 2
Up to 4,486,0565.40%
10.00%73.67%
Trustees of the Sinclair Investment
Trust
Up to 2,096,8952.52%
The maximum number of shares to be transferred on exercise of the MKH Option Grant in full are set out in the
following table, assuming all warrants held by BIT, SIT and MKH (after exercise of the MKH Option Grant) are
exercised, but that no other shareholder exercises warrants.
Name of transferring
Shareholder
Number of shares
being transferred
to MKH
% of all existing voting
securities that the
number of Transfer
Shares represents
Maximum
percentage of the
aggregate of all
voting securities
held or controlled by
MKH exercise of the
MKH Call Option
Maximum
percentage of
voting securities
held by MKH and
its Associates after
exercise of the MKH
Call Option
Trustees of the Baker Investment
Trust No 2
Up to 4,486,0563.11%
11.52%84.84%
Trustees of the Sinclair Investment
Trust
Up to 2,096,8951.46%
The assumptions on which the information above has been calculated are as follows:
• there is no change in the total number of voting securities on issue between the calculation date and the
end of the transfer period (other than as a result of the allotments under the Rights Issue or (in the second
table shown) on the exercise of Warrants)
• M&N Kerr is to be transferred the approved maximum number of shares under the transfer.

23
3. Consideration
No cash consideration is payable for the Transfer
Shares.
4. Reasons for the MKH Option Grant
Michael Kerr, who is a key executive and founder
of the Company, was instrumental in the set-up of
the Company along with Stephen Sinclair and Grant
Baker.
BIT and SIT have agreed to grant call options to
MKH to give MKH the right to exercise the MKH Call
Option Grant to top up MKH’s shareholding and
ensure MKH’s interests remain aligned with all other
shareholders.
5. Statement in accordance with rule 15(f) of the
Takeovers Code
The share transfer, if approved, will be permitted as
an exception to rule 7(c) of the Takeovers Code.
6. Statements in accordance with rule 15(g) of
the Takeovers Code have been provided to the
Company by MKH
MKH has confirmed that there are no agreements
or arrangement (whether legally enforceable or
not) that have been, or are intended to be, entered
into between MKH and any other person (other
than between MKH and the Company in respect of
the matters referred to in paragraphs 1 to 5 above)
relating to the acquisition, holding or control of the
voting securities to be allotted, or to the exercise of
voting rights in the Company.
The Independent Adviser’s Report that complies
with rule 18 of the Takeovers Code accompanies this
notice.
A statement from the independent directors of
the Company required by rule 19 of the Takeovers
Code is set out at page 11. The other directors have
abstained from making a formal recommendation.
Information about the Takeovers Code (Me Today
Limited) Exemption Notice 2025
Rule 15(b) of the Takeovers Code requires that a
notice of meeting specify the exact numbers (and
percentages) of shares to be acquired by MKH. That
is not possible in this case, as the precise number
of shares to be acquired by MKH depends upon the
number of call options that MKH elects to exercise.
This is presently unknown. The precise percentage
is not possible to state because both the numerator
and the denominator are not known, as they depend
on the exercise of the call options, the extent of
subscriptions and the extent of exercise of the
warrants.
Accordingly, the Company has sought from the
Takeovers Panel, and been granted, an exemption
from the application of Rule 15(b) (Takeovers
Code (Me Today Limited) Exemption Notice 2025
(Exemption Notice).
By exempting MKH from rule 7(c) of the Code, and
the Company from rule 15(b) of the Takeovers Code,
the Takeovers Panel is:
• neither endorsing nor supporting the accuracy
or reliability of the contents of this notice of
meeting; and
• not implying it has a view on the merits of the
acquisition of voting securities by MKH under
the call.
The key terms and conditions of the Exemption
Notice are that:
• This notice of meeting contains, or is
accompanied by, the following particulars
(being the information included in Appendix 4):
(a) the maximum number of voting securities
that could be acquired by MKH under the
call options; and
(b) the maximum number of voting securities
that could be acquired by MKH under the
call options expressed as a percentage of
the total voting securities on issue; and
(c) the maximum percentage of the total voting
securities on issue that could be held or
controlled by MKH after completion of the
acquisition of voting securities under the call
options; and
(d) the maximum percentage of the total
voting securities on issue that could be
held or controlled, in aggregate, by MKH
and its associates after completion of the
acquisition of voting securities under the call
options; and
(e) a statement that the date used to determine
the information referred to in this subclause
is the date of the notice of meeting; and
(f) a statement of the assumptions on which
the particular in paragraphs (a) to (d) are
calculated.
• The Company includes in its 2026 annual report
and every annual report issued by the Company
until the earlier of (i) the date that all call options
are exercised and 30 November 2030 (end date)
(a) a summary of the terms of the call options
(b) a summary of the terms and conditions of
the exemptions granted under this notice
(c) particulars at the end of the financial year
to which the report relates, of:
- the number of voting securities acquired
by MKH under the call options; and
- the number of voting securities then on
issue that are held or controlled by MKH
and the percentage of all voting securities
on issue that number represents; and
- the percentage of voting securities then
on issue that are held or controlled,

24
in aggregate, by MKH and MKH’s
associates; and
- the maximum percentage of all voting
securities that could be held or controlled
by MKH if it acquires the approved
maximum number of voting securities
under the call options; and
- the maximum percentage of all voting
securities that could be held or controlled
by MKH and MKH’s associates if it
acquires the approved maximum number
of voting securities under the call options;
and
- a statement of the assumptions on which
the particulars are calculated.
• From 30 October 2025 (the date of the annual
meeting) until the end date, the Company must:
(a) disclose on its Internet site the information
regarding the call options required to be
included in its annual reports (as described
above);
(b) announce on its internet site any aggregate
increase of 1% or more in the voting
securities held or controlled by MKH since
the date of the last disclosure under this
paragraph;
(c) maintain every such announcement on its
internet site in a prominent position,
in each case as soon as the Company is
aware, or ought to be aware, that the
relevant increase has occurred.
• The notice of meeting must also include the
assumptions on which the disclosures made
in this Appendix 4 have been made, the other
matters required by rule 15 of the Takeovers
Code, and full particulars of the acquisitions
by MKH under the call options, and that this
notice of meeting prominently displays the
disclaimer set out on page 23.
• During the period of the Exemption Notice,
MKH must not increase its voting control
except in accordance with the transactions
approved by shareholders at this meeting,
an exemption from the Takeovers Panel
under section 45 of the Takeovers Act 1993,
rule 7(c) or rule 7(d) of the Takeovers Code,
with additional disclosures to be made as
required by the Exemption Notice.
• During the period of the Exemption Notice,
there must be no change in control of MKH
that results in another person becoming
the holder or controller of an increased
percentage of voting rights in the Company
except in accordance with an exemption from
the Takeovers Panel under section 45 of the
Takeovers Act 1993 or under rule 7(c) or rule
7(d) of the Takeovers Code, with additional
disclosures to be made as required by the
Exemption Notice.
A copy of the Exemption Notice will shortly be available from
https://www.takeovers.govt.nz/exemptions/individual-exemptions/current-exemptions

---

Corporate Action Notice
(Other than for a Distribution)
Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Me Today Limited
Class of Financial Product Ordinary Shares
NZX ticker code MEE
ISIN (If unknown, check on NZX
website)
NZRLVE0001S2
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
X
Call Bonus issue
Placement
Record date 17 October 2025
Ex Date (one business day before the
Record Date)
16 October 2025
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
YES
Details of approvals required Listing Rule 4.2.1, Listing Rule 5.2, Rule 7(d) of the
Takeovers Code
Section 2: Rights issue or Accelerated Offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
If Accelerated Offer, structure N/A
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
Up to 43,098,959 shares to raise up to $2,590,000
Maximum number of Equity Securities
to be issued if offer is fully subscribed
43,098,959 new shares
ISIN of Rights (if applicable) NZMEEE0003S0

Oversubscription facility YES (as long as total issue size does not exceed
43,098,959 shares)
Details of scaling arrangements for
oversubscriptions
Pro Rata to holding on record date
Entitlement ratio (for example 1 for 3) New 1 Existing 1

2 of 2
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
Treatment of fractions** Fractional entitlements will be rounded to the nearest
whole number of shares
Subscription price
(per Equity Security)
NZD 6 cents per new share
Letters of entitlement mailed 20 October 2025
Offer open 20 October 2025
Offer close 5pm NZT 31 October 2025
Quotation date (if Rights will be quoted) N/A
Allotment date Market open on: 6 November 2025
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed NO
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten YES
Name of Underwriter(s) The trustees of the Baker Investment Trust No 2
The trustees of the Sinclair Investment Trust
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
$1.5m in aggregate:
- $1m by the trustees of the Baker Investment Trust
No 2
- $500,000 by the trustees of the Sinclair
Investment Trust
Fees, commission or other
consideration payable to Underwriter(s)
for acting as underwriter(s)
None
Summary of significant events that
could lead to the underwriting being
terminated
None
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Stephen Sinclair
Contact person for this announcement Stephen Sinclair
Contact phone number +64 21 330 053
Contact email address stephen@metoday.com
Date of release through MAP 10 October 2025

---

Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Me Today Limited
Class of Financial Product Ordinary Shares
NZX ticker code MEE
ISIN (If unknown, check on NZX
website)
NZRLVE0001S2
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue X
Placement
Record date 7 November 2025
Ex Date (one business day before the
Record Date)
6 November 2025
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
YES
Details of approvals required Listing Rule 4.2.1,Rule 7(d) of the Takeovers Code,
Rule 7(c) of the Takeovers Code
Section 3: Bonus issue
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
Up to 50,599,636 Series 1 Warrants
ISIN of security to be issued (if different
from Ordinary Shares)
NZMEEE0004S8

Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 2
Treatment of fractions
**
Fractional entitlements will be rounded to the nearest
whole number of shares
Allotment date 10 November 2025

2 of 2
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
Up to 50,599,636 Series 1 Warrants
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed N/A
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten NO
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to Underwriter(s)
for acting as underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting being
terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Stephen Sinclair
Contact person for this announcement Stephen Sinclair
Contact phone number +64 21 330 053
Contact email address stephen@metoday.com
Date of release through MAP 10 October 2025

---

Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Me Today Limited
Class of Financial Product Ordinary Shares
NZX ticker code MEE
ISIN (If unknown, check on NZX
website)
NZRLVE0001S2
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue X
Placement
Record date 7 November 2025
Ex Date (one business day before the
Record Date)
6 November 2025
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
YES
Details of approvals required Listing Rule 4.2.1,Rule 7(d) of the Takeovers Code,
Rule 7(c) of the Takeovers Code
Section 3: Bonus issue
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
Up to 50,599,636 Series 2 Warrants
ISIN of security to be issued (if different
from Ordinary Shares)
NZMEEE0005S5

Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 2
Treatment of fractions
**
Fractional entitlements will be rounded to the nearest
whole number of shares
Allotment date 10 November 2025

2 of 2
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
Up to 50,599,636 Series 2 Warrants
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed N/A
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten NO
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to Underwriter(s)
for acting as underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting being
terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Stephen Sinclair
Contact person for this announcement Stephen Sinclair
Contact phone number +64 21 330 053
Contact email address stephen@metoday.com
Date of release through MAP 10 October 2025

---

Auckland Wellington Christchurch Wanaka
Level 15, Swanson House, Level 2, City Chambers Level 1 1 Foxglove Heights
12-26 Swanson Street, 142 Featherston Street 79 Cashel Street Wanaka 9305
PO Box 105-926 PO Box 3156 Christchurch
Auckland 1143 Wellington 6140
armillary.co.nz



Me Today Limited
Independent Adviser’s Report and Appraisal Report
In respect of:
• a rights issue of up to $2.59 million new ordinary shares
• firm subscription commitments for $1.50 million of the rights issue
• bonus issues of two series of warrants immediately following the rights issue
• a grant of call options over shares and warrants

10 October 2025


Statement of independence
Armillary 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 Transactions considered in the report,
including any success or contingency fee or remuneration, other than to receive a fixed cash fee for
providing this report.
Armillary Limited has satisfied the Takeovers Panel, on the basis of the material provided to the Panel, that it is
independent under the Takeovers Code for the purposes of preparing this report.

2
Table of Contents
1 Glossary and defined terms ....................................................................................... 3
2 Overview and details of the transactions .................................................................. 5
3 Regulatory requirements and approval matters ..................................................... 18
4 Evaluation of the merits of the Transactions for the purposes of the Takeovers
Code ................................................................................................................................... 23
5 Evaluation of the fairness of the Transactions for the purposes of the NZX Listing
Rules .................................................................................................................................. 40
6 Profile of Me Today Limited ...................................................................................... 42
7 Sources of information, reliance on information, disclaimer and indemnity ........ 52
8 Qualifications and expertise, independence, declarations and consents ............. 54

3
1 Glossary and defined terms
In this Report the following terms have the following meanings unless otherwise specified:
Armillary Armillary Limited
Annual Meeting The Annual Meeting of Shareholders of the Company to
be held on 30 October 2025 to consider the Resolutions
Baker Grant Baker
BIT The trustees of the Baker Investment Trust No. 2
established by a deed of trust dated 7 June 2007
Board MEE’s board of directors
Code The Takeovers Code
Final Warrant Expiry Date 29 October 2027 (being the Series 2 Warrant Expiry Date)
Independent Directors Directors of the MEE Board who are not, and are not
associated with, the MTL Associated Shareholders
Kerr Michael Kerr
King Honey King Honey Holdings Limited
Listing Rules NZX Listing Rules
MEE or the Company Me Today Limited
Me Today or MTB Me Today brand(s)
MKH M&N Kerr Holdings Limited
MKH Option Grant The proposed grant of options to MKH to enable it to buy
Shares and / or Warrants from BIT and SIT
MTL Associated
Shareholders
BIT, SIT, and MKH
Non-Associated
Shareholders
Shareholders not associated with Baker, BIT, Sinclair, SIT,
Kerr and MKH
Non-Cash Shares New Shares to be issued as satisfaction for several
deferred payment obligations
Notice of Annual Meeting The notice for the Annual Meeting as sent to shareholders
(including this Report)
NZX NZX Limited
Report This report
Resolutions The four ordinary resolutions relating to the Transactions
to be voted on at the Annual Meeting
Rights Issue The proposed pro-rata non-renounceable rights issue
Series 1 Warrants Warrants to subscribe for one new Share at a fixed price
of $0.06 in the month of October 2026
Series 1 Warrant Expiry Date 30 October 2026 (the final day to exercise the Series 1
Warrants)
Series 2 Warrants Warrants to subscribe for one new Share at a fixed price
of $0.06 in the month of October 2027
Series 2 Warrant Expiry Date 29 October 2027 (the final day to exercise the Series 2
Warrants)
Shares Ordinary issued share capital in Me Today Limited
Sinclair Stephen Sinclair
SIT The trustees of the Sinclair Investment Trust established
by a deed of trust dated 1 July 2000
Subscribers BIT and SIT

4
Subscriptions Firm subscription commitments to subscribe for $1.50
million of Shares between the Subscribers and Me Today
Limited
TERP Theoretical ex-Rights Issue price
TGBC The Good Brand Company Limited
Transactions Refers collectively to the Rights Issue, the Subscriptions,
the Warrant Issue, the issue of the Non-Cash Shares and
the MKH Option Grant
VWAP Volume-weighted average price
Warrants The Series 1 Warrants and Series 2 Warrants collectively
Warrant Issues The proposed 1:2 bonus issue of each of the Series 1
Warrants and the Series 2 Warrants
$, dollar All $ references are in NZ dollars

5
2 Overview and details of the transactions
2.1 Background
Me Today Limited (“MEE” or the “Company”) is a New Zealand owned and operated
company which engages in the production, sale, and marketing of health and wellbeing
products in New Zealand, Asia, the United States, and Europe with its products having an
emphasis on natural and sustainable ingredients. The Company offers a wide range of
supplement products for general health and wellbeing all sold under the Me Today brand.
Products include skincare (such as cream cleanser, moisturizer, serum, and eye and night
cream) as well as a range of honey products (e.g. honey, lozenges). Historically, MEE also
produced and distributed mānuka honey products through its subsidiary company King
Honey and operated through two primary subsidiaries:
• The Good Brand Company Limited (“TGBC”) which also represents the Me Today
brands (“Me Today” or “MTB”) and,
• King Honey Holdings Limited (“King Honey”)
1
.
MEE currently has 54,320,096 ordinary shares (“Shares”) on issue. The Shares are listed on
the NZX Main Board financial product market operated by NZX Limited (“NZX”). As at 5
September 2025 MEE was trading at a price of $0.072 per Share with a market capitalisation
of c.$3.91 million.
The two largest shareholders in MEE are interests associated with Grant Baker (“Baker”)
and Stephen Sinclair (“Sinclair”) who are both co-founders and directors of MEE. A third co-
founder and director, Michael Kerr (“Kerr”), is also a shareholder. The three parties
collectively own 36.22 million Shares currently representing 66.68% of MEE:
• Baker, through Baker Investment Trust No 2 (“BIT”) owns 43.96% of MEE
• Sinclair, through Sinclair Investment Trust (“SIT”) owns 19.55% of MEE
• Kerr, through M&N Kerr Holdings Limited (“MKH”) owns 3.18% of MEE
Baker, Sinclair and Kerr are directors of MEE and therefore Associated Parties under the
NZX Listing Rules (“Listing Rules”) (and are collectively referred to as the “MTL
Associated Shareholders”). They are also considered associates under the Takeovers
Code (“Code”). For completeness, we note that Baker and Sinclair are also Related Parties
under the Listing Rules.
All other shareholders (“Non-Associated Shareholders”) currently hold c.18.10 million
Shares representing 33.32% of the Shares on issue.
Further information on the Company is set out in section 6.

1
On 27 July 2025 the Company announced that receivers and liquidators had been appointed to its wholly owned subsidiary
companies King Honey Holdings Limited and King Honey Limited. As the King Honey business is ring fenced from the Me
Today Group this is not expected to have any material adverse impact on MEE.

6
2.2 Transactions
MEE is seeking to raise new capital to support growth opportunities and to ensure the
business is adequately funded and capitalised. There are several separate elements to the
capital raising:
• a pro-rata non-renounceable rights issue (“Rights Issue”),
• a firm subscription commitment to the Rights Issue by BIT and SIT
(“Subscriptions”), and
• two bonus issues of warrants (“Warrant Issues”) to be made after the completion of
the Rights Issue. The warrants (“Warrants”) will have an exercise price of $0.06 per
Share and be able to be exercised any time in a one-month window prior to 30
October 2026 (the “Series 1 Warrants” and the “Series 1 Warrant Expiry Date”) or
prior to 29 October 2027 (the “Series 2 Warrants” and the “Series 2 Warrant Expiry
Date”).
At the same time as the Rights Issue Shares are allotted, MEE also intends to issue
3,780,217 additional new Shares (“Non-Cash Shares”) as satisfaction for several deferred
payment obligations of the Company. No cash will be received for the issue of the Non-Cash
Shares, none of which are being issued to any of Baker, Sinclair and Kerr. The Non-Cash
Shares will not participate in the Rights Issue, but holders will participate in the Warrant
Issues.
In conjunction with the Rights Issue and the Warrant Issues BIT and SIT propose to grant
options to MKH to enable it to purchase up to 6.58 million Shares and 6.58 million Warrants
(“MKH Option Grant”).
Collectively these initiatives are referred to as the “Transactions”. Full details of the impact
of each element of the Transactions are set out in following sections of this Report but in
summary:
Component of the
Transactions
Key Features
Rights Issue
(section 2.4)
• 1:1 rights issue at $0.06 per share.
• Non-renounceable issue.
• BIT and SIT (the two largest shareholders) have
committed to subscribe for $1.50 million of Shares.
• Maximum amount of new capital raised of $2.59 million.
• Shares allotted pursuant to the Rights Issue will
participate in the bonus issue of Warrants.
Subscriptions
(section 2.5)
• BIT and SIT have committed to subscribe for $1.50
million of Shares.
• $1.50m is less than their pro-rata entitlement but gives
the Company, and shareholders, confidence that at least
this amount will be raised.
• No fee, or other direct benefit, will be paid in respect of
providing this firm commitment.

7
Component of the
Transactions
Key Features
Warrant Issues
(section 2.6)
• All Shares on issue after the Rights Issue will participate
in the bonus issues of two classes of warrants.
• Each class will be issued on the basis of one warrant for
every two Shares held.
• All Warrants are exercisable at $0.06 per Share with
expiry dates on 30 October 2026 and 29 October 2027
respectively.
• Warrants don’t have voting rights but Shares issued
pursuant to the exercise of Warrants will rank equally
with all other Shares.
• In theory up to $6.1 million of new share capital could be
raised from the exercise of Warrants however, in
practice, the amount raised is likely to be substantially
less than that.
Non-Cash Shares
(section 2.7)
• 3.78 million Shares to be issued, for nil cash
consideration, to independent directors and employees to
satisfy several deferred payment obligations.
• No Non-Cash Shares will be issued to any of the MTL
Associated Shareholders.
MKH Option Grant
(section 2.8)
• MKH to be granted call options to enable it to purchase,
for nil consideration, Shares and Warrants from both BIT
and SIT.
• This is an arrangement between shareholders, over
Shares and Warrants, however, if MKH ends up
exercising its Warrants it would pay the Company the
exercise price of $0.06 per Warrant.
Impact on Ownership
(section 2.9)
• BIT and SIT currently hold 63.5% of MEE. Combined
with MKH’s 3.2% this gives the three of them (being the
MTL Associated Shareholders) a combined holding of
66.7%.
• The impact of the Rights Issue, including BIT and SIT
committing to subscribe for $1.50 million of Shares, is
that the MTL Associated Shareholders holding could
range between 60.5% and 73.7%.
• Where the MTL Associated Shareholders end up within
that range is determined by the level of participation in
the Rights Issue by all of the other shareholders.
• The MKH Option Grant doesn’t change the eventual
range of shareholdings held by the MTL Associated
Shareholders (i.e. prior to considering the Warrants that
shareholding will remain between 60.5% and 73.7%)
although the makeup of how that combined holding is

8
broken down amongst the three underlying shareholders
can vary.
• Adding in the impact of the Warrant Issues is
complicated as there are two classes of Warrants, with
exercise spread out over two years.
• It is also possible that the proportion of Warrants that are
exercised by different shareholders / different
shareholder groups could be different.
• Depending on the level to which Non-Associated
Shareholders participate in the Rights Issue, and the
extent to which all holders either exercise or don’t
exercise their Warrants, the MTL Associated
Shareholders aggregate holding could range anywhere
from 60.5% to 84.8%.
• Within that range there are scenarios where a single
shareholder (BIT) could end up with a greater than 50%
shareholding (as high as 64.7%).
• The extent to which these shareholdings eventuate, and
the level of control they afford they MTL Associated
Shareholders, depends on shareholder participation in
the Rights Issue, the proportion of Warrants that are
exercised and the extent to which the Non-Associated
Shareholders attend and vote at shareholder meetings.
Summary of Opinions
(section 2.10)
• In our opinion, having regard to the interests of the Non-
Associated Shareholders and taking into account all
relevant factors:
o The positive aspects of the Transactions outweigh
the negative aspects; and
o We consider that the terms and conditions of the
Transactions are fair.

2.3 Annual Meeting of Shareholders
MEE is holding its Annual Meeting of shareholders on 30 October 2025 (“Annual Meeting”)
to vote on a series of resolutions related to the Transactions.
As part of the Annual Meeting there is the requirement for an Independent Adviser’s Report
on the “merits” of the Transactions in accordance with the Code and an Independent
Appraisal Report on the “fairness” of the Transactions in accordance with the Listing Rules
which together form this Report (“Report”). Armillary Limited (“Armillary”) has been
engaged by MEE to prepare the Report.
Full details of the Annual Meeting will be in the Notice of Annual Meeting (“Notice of Annual
Meeting”) that will be sent to shareholders along with this Report.
2.4 The Rights Issue
MEE intends to undertake a pro-rata Non-renounceable Rights Issue to raise up to $2.59
million in new equity capital. The proceeds of the Rights Issue will be used to strengthen
MEE’s balance sheet. The principal terms of the Rights Issue are:

9
• The right to subscribe for one new Share for every one Share held.
• The new Shares will be issued at $0.06 each.
• Due to varying legislative requirements some shareholders with offshore registered
addresses may not be eligible to participate in the Rights Issue. All shareholders who
are residents of New Zealand will be eligible to participate.
• The rights are non-renounceable, meaning shareholders cannot sell or transfer any
of their rights.
• Subject to shareholder approval, BIT and SIT will subscribe for $1.50 million of
Shares in the Rights Issue.
• There is an oversubscription facility for shareholders to apply for Shares in excess of
their pro-rata entitlement.
• MKH has determined not to participate in the Rights Issue.
• Shares up to a maximum value of $2.59 million (subject to rounding) will be allotted
pursuant to the Rights Issue.
Subject to shareholder approval the Rights Issue is expected to be completed shortly after
the Annual Meeting. The full terms of the Rights Issue will be set out in the Rights Issue offer
document.
2.5 The Subscriptions
Subject to shareholder approval BIT and SIT (the “Subscribers”) have committed to
participate in the Rights Issue to the value of $1.50 million or 25.0 million Shares at NZ$0.06
per Share. The split of the Subscriptions is as follows:
• BIT will subscribe for $1,000,000, or 16,666,667 Shares
• SIT will subscribe for $500,000, or 8,333,333 Shares.
Other key terms of the Subscriptions are:
• There is no fee for BIT and SIT to provide this commitment, which is akin to a partial
underwrite, for the Rights Issue
• It is not proposed to have any “market out” clauses in relation to the Subscriptions.
2.6 The Warrant Issue
All of the 54.32 million Shares currently on issue, plus the Non-Cash Shares and all of the
new Shares issued pursuant to the Rights Issue, will participate in the 1 for 2 bonus issues
of Warrants.
Each Warrant gives the holder the right, but not the obligation, to subscribe for one
additional Share in the Company at any time in the month preceding the Series 1 Warrant
Expiry Date or the Series 2 Warrant Expiry Date (as the case may be) for a fixed exercise
price of $0.06 per Share.

10
The Company has sought NZX approval to quote the Warrants on the NZX. This means, if
NZX approves that application, that the Warrants will be tradeable.
The Warrants will not carry any voting rights.
Shares issued pursuant to the exercise of Warrants will have the same rights, and rank
equally with, existing Shares in the Company, including Shares to be issued under the
Rights Issue.
Because the number of Warrants to be issued is impacted by the number of Shares issued
under the Rights Issue the number of Warrants to be issued is unknown at this time.
Assuming 100% participation in the Rights Issue by the Non-Associated Shareholders up to
a total of 101.2 million Warrants could be issued. At an exercise price of $0.06 per Warrant,
and depending on the proportion of Warrants that are exercised, MEE could issue up to
101.2 million new Shares from the exercise of Warrants raising up to a further $6.07 million
over the next two years (although it is likely that the actual amount raised will be
substantially less than that).
2.7 The Non-Cash Shares
As satisfaction for several deferred payment obligations the Company plans to issue the
Non-Cash Shares. The 3.780 million new Shares will be issued to various employees and
independent directors of the Company for nil cash consideration under NZX Listing Rules
that do not require shareholder approval. None of the Non-Cash Shares will be issued to
interests associated with Baker, Sinclair or Kerr.
The Non-Cash Shares will not participate in the Rights Issue however they will participate in
the Warrant Issue meaning that the holders of the Non-Cash Shares will also receive 1.890
million of each of the Series 1 Warrants and the Series 2 Warrants.
2.8 MKH Option Grant
Another element of the Transactions, also subject to shareholder approval, is the grant of
options to MKH to buy Shares and / or Warrants from each of BIT and SIT. Note that these
transactions are between existing shareholders of the Company (i.e. BIT and SIT granting
an option to MKH) and do not directly involve the Company (except for MKH exercising any
Warrants it owns as a result of exercising the options granted by BIT and SIT).
MKH will be granted an option to buy up to 6.58 million Shares, split 4.49 million from BIT
and 2.09 million from SIT, for nil consideration.
MKH will also be granted an option to buy up to 3.29 Series 1 Warrants and 3.29 million
Series 2 Warrants, each split 2.24 million from BIT and 1.05 million from SIT, for nil
consideration. While MKH can purchase the Warrants from BIT and SIT for nil consideration
it would still need to pay the $0.06 exercise price if it elected to exercise any of the Warrants.
The reason for the MKH Option Grant is that Kerr, who is a key executive, was instrumental
in establishing MEE along with Baker and Sinclair. BIT and SIT, which are both much larger
shareholders than MKH, wish to grant the options to help ensure that MKH’s interests
remain aligned with the other MTL Associated Shareholders and MEE shareholders more
generally.
The percentage of the Company that MKH ultimately holds, once all of the Warrants are
exercised and / or expire, will depend on the proportion of Warrants exercised by both MKH

11
and all other holders of the Warrants. MKH’s percentage holding could also be impacted by
the Company issuing additional Shares at any stage in the future.
MKH’s call option to buy Shares vests in three equal tranches on 30 November 2025, 30
November 2026, and 30 November 2027 subject to Kerr continuing to be employed by the
Company. The option to buy the Warrants vests on 1 October 2026 (in respect of the Series
1 Warrants) and 1 October 2027 (in respect of the Series 2 Warrants) with both also subject
to Kerr’s continued employment. There are scenarios therefore where Kerr’s employment
with the Company ends and he does not receive the full number of options over Shares and
Warrants. However, our analysis of potential ownership scenarios is based on the simplifying
assumption that MKH ultimately ends up owning the maximum number of Shares and
Warrants possible under the MKH Option Grant.
2.9 Impact on ownership
2.9.1 Ownership prior to the Rights Issue
The table below provides a breakdown of the current ownership of MEE as between the MTL
Associated Shareholders (namely Baker, Sinclair and Kerr) and the Non-Associated
Shareholders.

2.9.2 Ownership after the Rights Issue
Subject to shareholder approval, between 25.0 million and 43.099 (rounded) million new
Shares will be issued under the Rights Issue.
The first two tables below present the minimum and maximum shareholding levels for the
MTL Associated Shareholders (split between the Subscribers and MKH) and the Non-
Associated Shareholders following the Rights Issue, depending on the level of participation
by the Non-Associated Shareholders.
The minimum shareholding arises if the Non-Associated shareholders subscribe for their full
entitlement (albeit not using the oversubscription facility which, if it was used, would further
reduce the percentage held by MTL Associated Shareholders) and the maximum arises if
the Non-Associated shareholders do not subscribe for any Shares under the Rights Issue.
These tables exclude the impact of the MKH Option Grant (which is subject to shareholder
approval) as the first tranche only vests on 30 November 2025 which is after the expected
completion date for the Rights Issue. However, the tables include the issue of the Non-Cash
Shares (which is not reliant on shareholder approval) as those Shares are intended to be
allotted at the same as the Rights Issue Shares.
Number of
Shares
% of Shares
BIT
23,876,995
43.96%
SIT
10,616,972
19.55%
Sub-total The Subscribers
34,493,967
63.50%
MKH
1,727,170
3.18%
Sub-total MTL Associated Shareholders
36,221,137
66.68%
Non-Associated Shareholders
18,098,959
33.32%
Total
54,320,096
100.00%
Current ownership breakdown - Me Today Limited

12


2.9.3 Ownership after Exercise of the Warrants
The next two tables show the minimum and maximum holdings of the MTL Associated
Shareholders following maturity, and assumed exercise, of the Warrants. The first table
excludes any impact from the MKH Option Grant while the second table includes it. Note that
the total MTL Associated Shareholders’ holding is unchanged between the two tables
however the composition of the three shareholders within the MTL Associated Shareholders
varies. Note too that these tables assume that all Warrant holders exercise their Warrants
thus leaving the percentage shareholdings unchanged on the tables above (only there are
more Shares on issue). These shareholding percentages can also be interpreted as the “fully
diluted” shareholding percentages i.e. they show the percentage shareholdings on the
assumption that all Warrants on issue are exercised. Later in this section we present the
shareholding percentages based on differing patterns of Warrant exercise as between
different holders.
Current
Rights Issue
Post Rights
Issue
% of total
Minimum MTL Associated Shareholders shareholdings
BIT
23,876,995


16,666,667


40,543,662


40.1%
SIT
10,616,972


8,333,333


18,950,305


18.7%
The Subscribers
34,493,967


25,000,000


59,493,967


58.8%
MKH
1,727,170


-


1,727,170


1.7%
Sub-total MTL Associated Shareholders
36,221,137


25,000,000


61,221,137


60.5%
Other existing Me Today Shareholders
18,098,959


18,098,959


36,197,918


35.8%
Non- Cash Shares
-


3,780,217


3,780,217


3.7%
Sub-total Non-Associated Shareholders
18,098,959


21,879,176


39,978,135


39.5%
Total
54,320,096


46,879,176


101,199,272


100.0%
Range of potential shareholding levels after the Rights Issue
Current
Rights Issue
Post Rights
Issue
% of total
Maximum MTL Associated Shareholders shareholdings
BIT
23,876,995


16,666,667


40,543,662


48.8%
SIT
10,616,972


8,333,333


18,950,305


22.8%
The Subscribers
34,493,967


25,000,000


59,493,967


71.6%
MKH
1,727,170


-


1,727,170


2.1%
Sub-total MTL Associated Shareholders
36,221,137


25,000,000


61,221,137


73.7%
Other existing Me Today Shareholders
18,098,959


-


18,098,959


21.8%
Non- Cash Shares
-


3,780,217


3,780,217


4.5%
Sub-total Non-Associated Shareholders
18,098,959


3,780,217


21,879,176


26.3%
Total
54,320,096


28,780,217


83,100,313


100.0%

13



Our observations in respect of the above are:
• If the Non-Associated Shareholders take up their full entitlement in the Rights Issue
the MTL Associated Shareholders will have their shareholding diluted from the
current level of 66.7% to 60.5%. This dilution arises from the issue of the Non-Cash
Shares and the fact that the MTL Associated Shareholders are not taking up their full
1:1 entitlement in the Rights Issue. Based on their current shareholding of 36.22
million Shares full participation in the 1:1 Rights Issue would require the MTL
Associated Shareholders to subscribe for $2.17 million of new Shares compared to
Post Rights
Issue
Series 1
Warrants
Exercised
Series 2
Warrants
Exercised
Post all
Warrants
Exercised
% of total
Minimum MTL Associated Shareholders shareholdings
BIT
40,543,662


20,271,831


20,271,831


81,087,324


40.1%
SIT
18,950,305


9,475,153


9,475,153


37,900,610


18.7%
The Subscribers
59,493,967


29,746,984


29,746,984


118,987,934


58.8%
MKH
1,727,170


863,585


863,585


3,454,340


1.7%
Sub-total MTL Associated Shareholders
61,221,137


30,610,569
30,610,569
122,442,274


60.5%
Non-Associated Shareholders
39,978,135


19,989,068


19,989,068


79,956,270


39.5%
Total
101,199,272


50,599,636


50,599,636


202,398,544


100.0%
Maximum MTL Associated Shareholders shareholdings
BIT
40,543,662


20,271,831


20,271,831


81,087,324


48.8%
SIT
18,950,305


9,475,153


9,475,153


37,900,610


22.8%
The Subscribers
59,493,967


29,746,984


29,746,984


118,987,934


71.6%
MKH
1,727,170


863,585


863,585


3,454,340


2.1%
Sub-total MTL Associated Shareholders
61,221,137


30,610,569


30,610,569


122,442,274


73.7%
Non-Associated Shareholders
21,879,176


10,939,588


10,939,588


43,758,352


26.3%
Total
83,100,313


41,550,157


41,550,157


166,200,626


100.0%
Range of potential shareholding levels after the Warrants are Exercised (excluding the MKH Option
Grant)
Post Rights
Issue
MKH
exercises
option over
Shares
% of total
Series 1
Warrants
Exercised
Series 2
Warrants
Exercised
Post all
Warrants
Exercised
% of total
Minimum MTL Associated Shareholders shareholdings
BIT
40,543,662


(4,486,056)


35.6%
18,028,803


18,028,803


72,115,212


35.6%
SIT
18,950,305


(2,096,805)


16.7%
8,426,750


8,426,750


33,707,000


16.7%
The Subscribers
59,493,967


(6,582,861)


52.3%
26,455,553


26,455,553


105,822,212


52.3%
MKH
1,727,170


6,582,861


8.2%
4,155,015


4,155,015


16,620,061


8.2%
Sub-total MTL Associated
Shareholders
61,221,137


-


60.5%
30,610,568
30,610,568


122,442,274


60.5%
Non-Associated Shareholders
39,978,135


-


39.5%
19,989,068


19,989,068


79,956,270


39.5%
Total
101,199,272


-


100.0%
50,599,636


50,599,636


202,398,544


100.0%
Maximum MTL Associated Shareholders shareholdings
BIT
40,543,662


(4,486,056)


43.4%
18,028,803


18,028,803


72,115,212


43.4%
SIT
18,950,305


(2,096,805)


20.3%
8,426,750


8,426,750


33,707,000


20.3%
The Subscribers
59,493,967


(6,582,861)


63.7%
26,455,553


26,455,553


105,822,212


63.7%
MKH
1,727,170


6,582,861


10.0%
4,155,015


4,155,015


16,620,061


10.0%
Sub-total MTL Associated
Shareholders
61,221,137


-


73.7%
30,610,568
30,610,568


122,442,274


73.7%
Non-Associated Shareholders
21,879,176


-


26.3%
10,939,588


10,939,588


43,758,352


26.3%
Total
83,100,313


-


100.0%
41,550,156


41,550,156


166,200,626


100.0%
Range of potential shareholding levels after the Warrants are Exercised (including the MKH Option Grant)

14
the $1.50 million that they intend to do (i.e. 69% participation). The effect of this is
shown in the Minimum scenario.
• The MTL Associated Shareholders maximum level of shareholding following the
Rights Issue is 73.7% compared to the current 66.7%. This scenario arises where
BIT and SIT collectively subscribe for $1.50 million of new Shares in the Rights Issue
while the Non-Associated Shareholders do not subscribe for any additional Shares.
While historic participation by Non-Associated Shareholders in other rights issues
has been less than 100% of their entitlement, we consider this scenario unlikely.
• Unless all shareholders apply for their full pro-rata entitlement additional Shares will
be issued to shareholders who apply for them in the oversubscription facility.
Subject to the level of Non-Associated Shareholders participation, the Rights Issue results
in:
• the MTL Associated Shareholders owning between 60.5% and 73.7% of the Shares
• the Non-Associated Shareholders owning between 26.3% and 39.5% of the Shares.
With the extent of the change unknown we have prepared the following chart which presents
the full continuum of potential shareholding levels following the Rights Issue under various
take up levels by the Non-Associated Shareholders. The black line shows the MTL
Associated Shareholder’s current holding of 66.7%. This chart can also be interpreted as
showing the fully diluted shareholding of the MTL Associated Shareholders.

The tables and chart above each assume that all Warrant holders exercise all of their
Warrants
2
. As the Warrants will be quoted on the NZX we consider that this is a reasonable
assumption provided that the MEE share price is above $0.06 at the two Warrant Expiry
Dates.
There are alternative scenarios where the MEE share price is at, or below, $0.06 at either of
the Warrant Expiry Dates which raises the possibility of differing patterns of exercise of the
Warrants i.e. not all Warrant holders exercise their Warrants. We are unable to present all
possible scenarios however the following tables presents the primary scenarios that we

2
Alternatively, if none of the Warrants are exercised by any Warrant holder the shareholding percentages would remain the
same only the number of Shares on issue would remain unchanged (as shown in the first two tables in section 2.9.2).

15
consider the Non-Associated Shareholders should consider. The first table assumes that the
MKH Transfer occurs and that MKH exercises those options to buy Shares and Warrants
from BIT and SIT. The second table is based on the assumption that the MKH Transfer does
not occur. The majority of our analysis is based on the first table i.e. we assume that Kerr will
remain employed by the Company and that MKH will exercise its options under the MKH
Option Grant.


The first three columns repeat the information as previously provided with the four columns
to the right of those showing several scenarios where only the MTL Associated
Shareholders, or some subset of the MTL Associated Shareholders, exercise their Warrants
i.e. the Non-Associated Shareholders don’t exercise any of their Warrants. In these
scenarios we assume the same pattern for the Series 1 Warrants and the Series 2 Warrants
i.e. either both series of Warrants are assumed to be exercised or no Warrants are
exercised. Those four columns are all based on zero participation by the Non-Associated
Shareholders in the Rights Issue and they are presented in this way to show the maximum
possible percentage holdings of the MTL Associated Shareholders.
• In each of the scenarios in the four right hand columns the MTL Associated
Shareholders end up with combined shareholdings over 75%. The maximum
possible shareholding of the MTL Associated Shareholders is 84.84%. This scenario
arises if the Non-Associated Shareholders do not participate at all in Rights Issue nor
do they exercise any of their Warrants. By contrast, in this scenario the Subscribers
are assumed to invest $1.50 million in the Rights Issue and then the MTL Associated
Shareholders are assumed to exercise 61.22 million Warrants with an aggregate
exercise price of $3.67 million.
Current
Post Rights
Issue (min.
MTL Assoc.
shareholding)
Post Rights
Issue (max.
MTL Assoc.
shareholding)
Only MTL
Assoc.
shareholders
exercise
Warrants
Only the
Subscribers
exercise
Warrants
Only BIT
exercises
Warrants
Only SIT
exercises
Warrants
BIT
43.96%
40.06%
48.79%
49.97%
53.02%
60.52%
36.07%
SIT
19.55%
18.73%
22.80%
23.36%
24.78%
14.14%
33.72%
The Subscribers
63.50%
58.79%
71.59%
73.32%
77.80%
74.66%
69.80%
MKH
3.18%
1.71%
2.08%
11.52%
6.11%
6.97%
8.31%
MTL Associated
Shareholders
66.68%
60.50%
73.67%
84.84%
83.91%
81.64%
78.11%
Non - Associated
Shareholders
33.32%
39.50%
26.33%
15.16%
16.09%
18.36%
21.89%
Total
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
assuming MKH exercises its options as to shares and
warrants from the MKH Transfer
CurrentPost Rights
Issue (min.
MTL Assoc.
shareholding)
Post Rights
Issue (max.
MTL Assoc.
shareholding)
Only MTL
Assoc.
shareholders
exercise
Warrants
Only the
Subscribers
exercise
Warrants
Only BIT
exercises
Warrants
Only SIT
exercises
Warrants
BIT43.96%40.06%48.79%56.19%56.19%64.68%39.07%
SIT19.55%18.73%22.80%26.26%26.26%15.12%36.52%
The Subscribers63.50%58.79%71.59%82.45%82.45%79.79%75.59%
MKH3.18%1.71%2.08%2.39%2.39%2.76%3.33%
MTL Associated
Shareholders
66.68%60.50%73.67%84.84%84.84%82.55%78.92%
Non - Associated
Shareholders
33.32%39.50%26.33%15.16%15.16%17.45%21.08%
Total100.00%100.00%100.00%100.00%100.00%100.00%100.00%
assuming MKH doesn't exercise its options as to
shares and warrants from the MKH Transfer

16
• There are scenarios where BIT would control more than 50% of the voting rights of
MEE. This would occur if the Non-Associated Shareholders do not participate at all in
Rights Issue nor do they exercise any of their Warrants by the relevant warrant expiry
dates. By contrast, in these scenarios the Subscribers are assumed to invest $1.50
million in the Rights Issue and then BIT invests a further $2.16 million by exercising
36.06 million Warrants. If none of the other MTL Associated Shareholders exercise
any of their Warrants this would give BIT a 60.5% shareholding (64.7% if the MKH
Option Grant is not considered), or 53.0% if SIT also exercised its Warrants (56.2% if
the impact of the MKH Option Grant is excluded).
• There is one scenario where SIT would control more than 25% of the voting rights of
MEE. This would occur if the Non-Associated Shareholders do not participate at all in
Rights Issue nor do they exercise any of their Warrants at the Warrant Expiry Date.
By contrast, in this scenario the Subscribers are assumed to invest $1.50 million in
the Rights Issue and then SIT invests a further $1.01 million by exercising 16.85
million Warrants (with none of the other MTL Associated Shareholders exercising any
of their Warrants). In this scenario, SIT would have a 33.7% shareholding (36.5% if
the MKH Option Grant is excluded).
There are multiple alternative scenarios which we don’t show here however it is relevant to
consider that if the Non-Associated Shareholders subscribe for c. 40% of their collective
entitlement (c. $430,000) in the Rights Issue, and exercise the same percentage of their
Warrants, there are no scenarios where the MTL Associated Shareholders would have more
than a 75% shareholding.
Further analysis and commentary on the implications of these scenarios is in section 4.9.
2.10 Summary of opinions
2.10.1 Takeovers Code
Our evaluation of the merits of the Transactions, as required under the Code, is detailed in
section 4. A brief summary of our opinion as to the primary advantages and disadvantages of
the Transactions, is set out in this section.
The primary positive aspects of the Transactions are:
• There is a strong rationale for the Transactions as they strengthen the Company’s
financial position and provides capital to continue to fund business operations.
• Without the Transactions MEE is reliant on alternative sources of funding being
available in the very short term and / or further accommodation from the Company’s
lenders. In our opinion this would introduce a high degree of uncertainty to MEE’s
business which could have materially negative consequences for shareholders.
• The Subscriptions provide certainty that at least $1.50 million will be raised in the
Rights Issue and the fact of the two largest shareholders committing to invest that
amount, and potentially more again via the exercise of Warrants, could be taken as a
vote of confidence in the future prospects for MEE.
• All eligible shareholders are able to participate in the Rights Issue (including the
oversubscription facility). This means that if the Non-Associated shareholders
collectively take up their pro-rata entitlement the MTL Associated Shareholders share
of the Company’s voting rights will fall from 66.7% to 60.5%.

17
The primary negative aspects of the Transactions are:
• The MTL Associated Shareholders collective level of control of MEE’s voting rights
could increase to as high as 84.8%. Within the range of possible scenarios is the
prospect of a single shareholder acquiring a controlling interest (i.e. incorporating the
impact of the MKH Option Grant BIT could end up with as high as a 60.5% holding).
• The Rights Issue is non-renounceable, meaning shareholders that don’t take up their
entitlements will not be able to transfer or sell their rights.
• The MKH Option Grant suggests that the three MTL Associated Shareholders will
remain united and vote as a single bloc. This concentration of voting control could
prejudice the Non-Associated Shareholders.
In our opinion, having regard to the interests of the Non-Associated Shareholders and
taking into account all relevant factors, the positive aspects of the Transactions
outweigh the negative aspects.
2.10.2 NZX Listing Rules
Our evaluation of the fairness of the Rights Issue and the Subscriptions, as required under
the Listing Rules, is detailed in section 5. A brief summary of the key factors leading to our
opinions is set out in this section:
• We consider the rationale for the Rights Issue as sound.
• In our opinion the terms and conditions of the Rights Issue and the Subscriptions are
reasonable and we do not consider, at least in the short term, that there are any
viable alternatives to the Subscriptions.
• The Transactions have a positive impact on MEE’s financial position and cements
the MTL Associated Shareholders as supportive cornerstone shareholders.
• The primary negative features of the Rights Issue and the Subscriptions is the
potential for the MTL Associated Shareholders to acquire over 75% of the voting
rights in MEE along with the potential for BIT to acquire a controlling interest in MEE
(i.e. in excess of 50% of the Voting Shares) at a price that is near to historic lows at
which the Shares have traded.
In our opinion, having regard to the interests of the Non-Associated Shareholders and
taking into account all relevant factors, we consider that the terms and conditions of
the Rights Issue, Subscriptions and Transactions are fair.

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3 Regulatory requirements and approval matters
3.1 Annual meeting of shareholders
Shareholders will, subject to their eligibility, vote at the Annual Meeting on 30 October 2025
on four resolutions (the “Resolutions”) to give effect to the Transactions.
Resolution 1 – Rights Issue and Warrants Issues – Ordinary Resolution (Listing Rule
4.2.1)
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company:
“To approve the issue of:
(a) up to 43,098,959 ordinary shares at an issue price of 6 cents per share to
raise up to $2.59 million (the Rights Issue), and
(b) a bonus 1 for 2 warrant issue of up to 50,599,636 warrants exercisable at a
price of 6 cents per warrant (the Series 1 Warrants), and
(c) a bonus 1 for 2 warrant issue of up to 50,599,636 warrants exercisable at a
price of 6 cents per warrant (the Series 2 Warrants), and
in each case for the purposes of NZX Listing Rule 4.2.1, as described further in the
explanatory notes to the notice of meeting.”
Resolution 2 –BIT and SIT firm commitments to subscribe in the Rights Issue –
Ordinary Resolution (Listing Rule 5.2; Rule 7(d) of the Takeovers Code)
If Resolution 1 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:
“To approve:
(a) a subscription of $1,000,000 in the Rights Issue by Grant Keith Baker & Donna
Jean Baker & Baker Investment MM Trustee Limited, being the trustees of the
Baker Investment Trust No 2 (BIT), as to 16,666,667 ordinary shares;
(b) a subscription of $500,000 in the Rights Issue by Stephen John Sinclair &
Jacqueline Margaret Sinclair & Roger Frederick Wallis, being the trustees of the
Sinclair Investment Trust (SIT), as to 8,333,333 ordinary shares,
for the purpose of Rule 7(d) of the Takeovers Code and NZX Listing Rule 5.2, as
described further in the explanatory notes to the notice of meeting.”
Implementation of this resolution is conditional upon Resolution 1 also being approved by
the shareholders of the Company.
Resolution 3 - Exercise of Warrants - Ordinary Resolution - (Rule 7(d) of the Takeovers
Code)
If Resolutions 1 and 2 are passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:

19
“To approve the issue and allotment of additional shares in the Company on the
exercise of:
(a) up to 18,028,803 Series 1 Warrants by BIT,
(b) up to 18,028,803 Series 2 Warrants by BIT,
(c) up to 8,426,750 Series 1 Warrants by SIT,
(d) up to 8,426,750 Series 2 Warrants by SIT,
(e) up to 7,446,446 Series 1 Warrants by M&N Kerr Holdings Limited (MKH), and
(f) up to 7,446,446 Series 2 Warrants by MKH
for the purposes of Rule 7(d) of the Takeovers Code, as described further in the
explanatory notes to the notice of meeting.”
Implementation of this resolution is conditional upon Resolutions 1 and 2 also being
approved by the shareholders of the Company.
Resolution 4 – MKH Option Grant – Ordinary Resolution - (Rule 7(c) of the Takeovers
Code)
If Resolutions 1, 2 and 3 are passed, to consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
“To approve the transfer of shares on the exercise of call options granted by BIT and
SIT to MKH of up to:
(a) 4,486,056 shares from BIT to MKH; and
(b) 2,096,805 shares from SIT to MKH ,
for the purpose of Rule 7(c) of the Takeovers Code, as described further in the
explanatory notes to the notice of meeting.”
Implementation of this resolution is conditional upon Resolutions 1, 2 and 3 also being
approved by the shareholders of the Company.
BIT, SIT and MKH and each of their Associated Persons (as defined in the Listing Rules) or
Associates (as defined in the Takeovers Code), are not permitted to vote on Resolutions 1 to
4.
The Directors and their Associated Persons (as defined in the Listing Rules) are not
permitted to vote on Resolution 1.
Shareholders should read the section ‘Voting Restrictions’ within the Notice of Annual
Meeting for further information.
3.2 Regulatory Requirements
3.2.1 Takeovers Code
MEE’s Shares are listed on the NZX Main Board and as an Issuer the Company is classified
in the Code as a code company.

20
Rule 6 of the Code, the Fundamental rule, prohibits:
- A person who holds or controls less than 20% of the voting rights in a code company
from increasing its holding or control of voting rights beyond 20% (including the
voting rights of that person’s associates); and
- A person holding or controlling 20% or more of the voting rights in a code company
from increasing its holding or control of voting rights,
unless that person complies with the exceptions to the Fundamental rule.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person to increase their
holding or control of voting rights by an allotment of Shares if the allotment is approved by an
ordinary resolution of shareholders of the code company.
Rule 7(d) of the Code is relevant in respect of the Subscriptions as it may change the level of
voting control of each of the MTL Associated Shareholders and may result in the MTL
Associated Shareholders increasing their combined control of voting rights in MEE from
66.7% up to as high as 73.7%, depending on the level of Non-Associated Shareholder
participation in the Rights Issue.
Rule 7(d) of the Code is also relevant to the Warrant Issues, and the exercise of the
Warrants, as that may change the level of voting control of each of the MTL Associated
Shareholders and may result in the MTL Associated Shareholders increasing their combined
control of voting rights in MEE from 66.7% up to as high as 84.8%, depending on the level of
Non-Associated Shareholder participation in the Rights Issue and the proportion of Warrants
held by both the MTL Associated Shareholders and the Non-Associated Shareholders which
are exercised.
Another exception, set out in Rule 7(c) of the Code, enables a person to increase their
holding or control of voting rights by the acquisition of Shares if the acquisition has been
approved by an ordinary resolution of the code company.
Rule 7(c) of the Code relates to the MKH Option Grant. While the increase in MKH’s holding
up to 11.5% from this does not trigger the need for approval under the Code the impact on
the aggregate holding of MKH and its associates (i.e. the MTL Associated Shareholders)
does require shareholder approval.
Accordingly, Non-Associated Shareholders will vote at the Annual Meeting on ordinary
resolutions in respect of the Subscriptions, the MKH Option Grant and the exercise of the
Warrants i.e. resolutions 2, 3, and 4.
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) or an acquisition under rule
7(c).
The Independent Adviser’s Report is to be included in, or accompany, the Notice of Annual
Meeting pursuant to Rule 16(h).
3.2.2 NZX Listing Rules
MEE’s Shares are listed on the NZX Main Board and as an Issuer the Company is subject to
the Listing Rules.

21
Listing Rules 4.1.1 and 4.1.2 generally require share issues to be approved by shareholders
unless an exception applies under the Listing Rules. One of the exceptions, in Listing Rule
4.3.1, allows for pro-rata issues of shares although one of the requirements of that Listing
Rule is that any such issue is renounceable. As the Rights Issue is non-renounceable it does
not fall under that exception so the Rights Issue, and associated Warrant Issues, require
shareholder approval.
In addition, Listing Rule 5.2.1 states that an Issuer must not enter into a Material Transaction
(as that term is defined in the Listing Rules) if a Related Party (as that term is defined in the
Listing Rules) is, or is likely to become:
• a direct party to the material transaction, or
• a beneficiary of a guarantee or other transaction which is a material transaction,
unless that material transaction is approved by Ordinary Resolution or conditional on
such approval.
The Subscriptions is a Material Transaction as the Subscriptions and BIT’s and SIT’s
participation in the Rights Issue equates to the potential issue of equity securities exceeding
10% of MEE’s Average Market Capitalisation (as that term is defined in the Listing Rules).
Because Baker and Sinclair are directors of the Company, and because BIT and SIT own
more than 10% of the Voting Shares, they are Related Parties and so shareholder approval
is required.
Listing Rule 7.8.8(b) states that a notice of meeting for the purpose of Rule 5.2.1 must be
accompanied by an Appraisal Report.
An Appraisal Report is also required by Listing Rule 7.8.5(b) when a meeting will consider a
resolution in respect of the issue of financial products where more than 50% of the financial
products to be issued are intended or likely to be acquired by directors or associated
persons of directors. While there is a continuum of results subject to the level of participation
of the Non-Associated Shareholders in the Rights Issue, it is possible that the Shares issued
to BIT and SIT (pursuant to the Rights Issue and the Subscriptions) will constitute more than
50% of all of the Shares to be issued in the Rights Issue.
Listing Rule 7.10.2 requires an Appraisal Report to state the appraiser’s opinion, with
supporting reasons, as to whether or not the terms and conditions of the transaction are fair
to shareholders not associated with the Issuer or its directors, or with any parties to the
transaction. In this Report that means the Non-Associated Shareholders.
3.3 Purpose of the Report
MEE’s board of directors (the “Board”) has engaged Armillary to prepare:
• an Independent Adviser’s Report on the merits of the Subscriptions, the MKH Option
Grant and the Warrant Issues in accordance with Rule 18 of the Code. Armillary was
approved by the Takeovers Panel on 6 June 2025 to prepare the Independent
Adviser’s Report.
• An Appraisal Report on the fairness of the Rights Issue, the Subscriptions and the
Warrant Issues in accordance with the Listing Rules. Armillary was approved by NZ
RegCo on 6 June 2025 to prepare the Appraisal Report.

22
Armillary issues this Independent Adviser’s Report and Appraisal Report to those directors of
the Board who are not, and are not associated with, BIT, SIT, MKH or MTL (“Independent
Directors”). The Report is for the benefit of the Non-Associated Shareholders to assist them
in forming their own opinion on whether to vote for or against the Resolutions in relation to
the Transactions at the Annual Meeting on 30 October 2025.
We note that each shareholder’s circumstances and objectives are unique. Accordingly, it is
not possible to report on the merits and fairness of the Transactions in relation to each
individual shareholder. This report on the merits and fairness of the Transactions 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.

23
4 Evaluation of the merits of the Transactions for the purposes of the
Takeovers Code
4.1 Basis of evaluation
Rule 18 of the Code requires an evaluation of the merits any proposed acquisition under rule
7(c) or allotment under rule 7(d) having regard to those persons who may vote to approve
the acquisition or allotment.
There is no legal definition of the term “merits” in New Zealand in either the Code or in any
statute dealing with securities or commercial law. In the absence of an explicit definition or
merits, guidance can be taken from:
• the Takeovers Panel Guidance Note on Independent Advisers dated 1 November
2023;
• definitions designed to address similar issues within New Zealand regulations which
are relevant to the Transactions;
• overseas precedents; and
• the ordinary meaning of the term “merits”.
The specific elements of the Transactions that require an Independent Adviser’s Report are
the Subscriptions, the MKH Option Grants and the Warrant Issues and the potential exercise
of the Warrants. As the MTL Associated Shareholders are not proposing to rely on a class
exemption the increases in shareholding arising from the allotment of Shares from the Rights
Issue also requires shareholder approval and an Independent Adviser’s report. Accordingly,
while we do address some of these matters separately, as it is the Company’s intention that
it is a complete package we have focused more on the Transactions as a whole in our
assessment of the merits.
In our opinion, an assessment of the merits of the Transactions should consider:
• the rationale for the Transactions;
• the outlook for MEE without the Transactions;
• the terms and conditions of the Rights Issue;
• the terms and conditions of, and alternatives to, the Subscriptions;
• the effect of the Transactions on MEE’s financial position;
• the impact on the control of the Company;
• the likelihood of a takeover following the Transactions;
• the impact of the Transactions on MEE’s share price and liquidity;
• other benefits and disadvantages to shareholders; and
• the implications if the Resolutions are not approved.

24
Our opinion should be considered as a whole. Selecting only portions, without considering all
the factors and analysis together, could create a misleading view of the factors and process
underlying the opinion.
4.2 Summary of the Evaluation of the merits of the Transactions
Our evaluation of the merits of the Transactions are set out in detail in sections 4.3 to 4.14.
In summary, the positive aspects are:
• there is a strong rationale for the Transactions;
• the outlook for MEE without the Transactions is uncertain and heavily reliant on
alternative sources of funding being available and / or further accommodation from
the Company’s lenders;
• the Rights Issue is of sufficient size to provide MEE with some additional financial
flexibility while the Warrant Issues add the potential for an additional larger amount of
new equity capital to be raised in each of October 2026 and October 2027;
• all eligible shareholders are able to participate in the Rights Issue. It is important for
the Non-Associated Shareholders to realise that if they collectively take up all of their
pro-rata entitlement the MTL Associated Shareholders collective holding will fall from
66.7% to 60.5%;
• the terms of the Subscriptions are favourable with no fee of any kind payable;
• the discount within the Rights Issue subscription price is towards the lower end of
what is typically observed in the market;
• the Subscriptions provides certainty that the Rights Issue will raise at least $1.50
million and the fact of the two largest shareholders committing to invest that amount
could be taken as a vote of confidence in the future prospects for MEE;
• the Transactions will have a positive impact on MEE’s otherwise weak financial
position; and
• with more Shares, and Warrants, held by the Non-Associated Shareholders liquidity,
as measured by the volume of securities traded on the NZX, may increase (although
measured as a percentage of all the Shares on issue it may not change).
In summary, the negative aspects are:
• the MTL Associated Shareholders collective level of control of voting rights in MEE
may increase to as high as 84.8%. Within the range of potential scenarios is the
prospect of a single shareholder acquiring a controlling interest (i.e. BIT could end up
with as high as a 60.5% shareholding). Any increase in the percentage holdings will
be done at a discount to the prevailing market price for the Shares and near historic
lows. We note that the extent to which these shareholdings do increase is primarily
dependent on the level of participation in the Rights Issue by the Non-Associated
Shareholders and the proportion in which all holders exercise their Warrants;
• the Rights Issue is non-renounceable, meaning shareholders that don’t take up their
entitlements will not be able to transfer or sell their rights;

25
• the MKH Option Grant suggests that the three MTL Associated Shareholders will
remain united and vote as a single bloc. This concentration of voting control could
prejudice the Non-Associated Shareholders.
There are both positive and negative aspects associated with the Transactions. In our
opinion, when the Non-Associated Shareholders are evaluating the merits of the
Transactions, they need to carefully consider whether the negative aspects could justify
voting against the Resolutions, with the outcome that MEE would be in need of additional
funding which may, or may not be, available from other sources and the possible
consequences if additional funding were not available.
In our opinion, considering all relevant factors, the positive aspects of the
Transactions outweigh the negative aspects from the perspective of the Non-
Associated Shareholders.
4.3 The rationale for the Transactions
The purpose of the Rights Issue is to raise funds to support the continued operations and
future growth of the Company and strengthen its financial position. If fully subscribed the
Rights Issue will raise $2.59 million of new capital. In addition, if the Rights Issue is fully
subscribed the Company would issue 101.2 million Warrants which would, if all exercised
prior to the relevant warrant expiry date, raise up to a further $6.07 million of new capital for
MEE (although the actual amount raised from the exercise of Warrants is likely to be
substantially less than that)
Given the current financial position and the historic financial performance of MEE it is our
opinion that the Transactions is critical to assist in ensuring the ongoing financial viability of
MEE.
Each element of the Transactions is an important part of the whole and in our opinion the
rationale for the Transactions, and each element, is sound. The Subscriptions provide the
Company with a known minimum level of new capital from the Rights Issue, with the
potential for additional new capital from the Non-Associated Shareholders. The Warrant
Issues, and subsequent potential exercise of the Warrants, provides an opportunity for the
Company to secure further new capital while at the same time spreading the required
commitment from shareholders over a circa 2-year period. In addition, the MKH Option Grant
ensures full alignment between, and focus of, the senior management team as they work
through the issues of refocusing the business now that it now longer owns King Honey.
4.4 The outlook for MEE without the Transactions
After reporting a $5.95 million loss in FY25 MEE had Shareholders’ Funds at 30 June 2025
of negative $2.34 million. The Company had $1.26 million in cash but nearly $15.9 million of
debt. The appointment of receivers and liquidators to King Honey occurred after balance
date and will lead to a gain on disposal, to be recognised in the 2026 financial year,
estimated at $4.2 million. This would return the Company’s Shareholders’ Funds into a
positive figure (c. $1.85 million) and even though it will derecognise $13.50 million of debt
related to King Honey the Company would remain in a relatively weak financial position.
Over the last five years MEE has incurred accumulated losses of $52.6 million and
cumulative operating cash outflows of $24.7 million. The majority of the accumulated loses
and operating cash outflows have occurred since the 2021 acquisition of King Honey. To
date MEE has primarily funded these losses through the issuance of new share capital.
While the Company recently announced the appointment of receivers and liquidators to the

26
King Honey business, meaning no further cash outflows for MEE in relation to that business,
it has had a material impact on the historic results of the Company.
Neither of the most recent NZX releases from the Company contained any specific guidance
as to what the Company expects financial results in FY26 to be. We note that King Honey
will not negatively impact the FY26 results and that the general tone of the Company’s
commentary is slightly more positive than historically. However, while the continuing
business divisions had smaller losses in the second half of FY25 than they did in the first half
they were still loss making so it would seem unlikely that they will quickly improve to be in
profit in the first half of FY26. Accordingly, we consider it likely that without the Rights Issue
MEE would have difficulty in continuing to fund its business operations and would likely be in
need of more accommodation and support from its external lenders. In the absence of
alternative sources of capital, which the MEE Board believe is unlikely to be available, the
Company would likely need to explore a more wide-ranging restructuring. A further potential
scenario is that the Board may look to appoint a liquidator to wind up the Company.
In our opinion each of these scenarios is likely to see lower returns to existing shareholders.
4.5 Structure of the Rights Issue
4.5.1 Size of the Rights & Warrant Issue
The Rights Issue and the Subscriptions are structured so that the Company will raise at least
$1.50 million of new share capital and potentially up to $2.59 million. The minimum amount
to be raised is based on the Board’s estimate of the minimum amount of new capital
required to fund the Company’s ongoing business operations.
A larger rights issue would give the Company more financial flexibility and strengthen its
balance sheet further, however, there is always a balance to be struck with what is
realistically achievable.
In any event, the Warrant Issues, which are associated with the Rights Issue and part of the
wider Transactions, give the Company the prospect of raising further new share capital in
each of October 2026 and October 2027 provided the Company’s share price is at, or above,
$0.06 per Share at those times.
In our opinion, the size of the Rights Issue and the Warrant Issues, and the fact that the
issues are spread out over a circa two-year period, is reasonable.
4.5.2 Non-renounceable
The rights are non-renounceable, meaning that they cannot be transferred or sold. This is a
negative for shareholders that do not wish to, or are unable to, participate in the Rights Issue
as it does not provide any opportunity for these shareholders to realise the value of their
rights.
We understand that the Company’s decision to make the rights non-renounceable was
primarily to minimise the cost to the Company while also simplifying the Rights Issue as
much as possible.
With the oversubscription facility available to shareholders (which equates to buying extra
rights for zero consideration) it is unlikely that there would be much, if any, demand for rights
if they were renounceable. Accordingly, we consider the Board’s decision is reasonable.

27
4.5.3 Eligible Shareholders
The Rights Issue is only open to shareholders with registered addresses in New Zealand,
Australia or such other places where a shareholder can satisfy the Company that the Rights
Issue can lawfully be made and accepted. Shareholders in the United States are not eligible
to participate in the Rights Issue. Similarly, shareholders (including trustees, Custodians and
nominees) who hold Shares on behalf of persons in the United States, or are acting for the
account or benefit of persons in the United States, are not eligible to participate in the Rights
Issue on behalf of those persons.
Although we are unable to ascertain whether there are NZ registered shareholders holding
Shares on behalf of persons in the United States, we understand that as at 5 September
2025 there were only five shareholders, collectively holding 243,090 Shares, with a
registered address outside of NZ or Australia. Accordingly, we consider the Board’s
approach to shareholder eligibility as reasonable.
4.6 Pricing of the Rights Issue
Based on the closing Share price on 5 September 2025 of $0.072 the Rights Issue is priced
at a 16.7% discount to the prevailing share price and an 8.8% discount to the theoretical ex-
rights price (“TERP”) of $0.0658
3
prior to adjusting for the subsequent bonus issues of
Warrants. These discounts are toward the lower end of observed rights issue pricing in New
Zealand.
A lower discount to the TERP makes the Rights Issue less attractive to existing shareholders
as it increases the cost of participation and means there is a smaller bonus element within
the Rights Issue. However, in reverse it results in less dilution for shareholders that do not
participate in the Rights Issue.
In our opinion the pricing of the Rights Issue also needs to be considered in the context of
the prices which MEE has traded at over the last 12 months. For example, as expanded
upon in section 6.10 the 3-month low of the MEE share price is $0.056 and over the last 12
months the low is $0.047 meaning that the Rights Issue is priced at a premium to some
recent trading.
We have not undertaken a detailed valuation analysis of MEE. In part this is because we do
not have the detailed, medium term financial projections required, for example, for a
Discounted Cashflow valuation. In addition, each business division, and the Company as a
whole, has operated at an EBITDA loss for each of the last two financial years meaning we
have no guidance as to what level of earnings would be appropriate to use in a capitalisation
of earnings valuation. Further complicating any valuation analysis is the fact that while the
Company has provided some summary information on the impact of the appointment of
receivers and liquidators to King Honey there are no published financial statements showing
the full detailed impact.
Furthermore, there are a range of factors that contribute to a valuation including projected
financial performance, future growth rates, the general level of interest rates and investor

3
The TERP is the market price that a stock will theoretically trade at following a rights and/or bonus issue. In this case there is
the Rights Issue and the Non-Cash Share Issue to consider when calculating the TERP. The calculation of the TERP includes
an assumption as to the level of participation in the Rights Issue. In this scenario we assume that the MTL Associated
Shareholders participate as to $1.50 million in the Rights Issue and the Non-Associated Shareholders take up 100% of their
entitlements. The price that MEE trades at in the market after the Transaction is completed will also include an adjustment for
the bonus issues of Warrants. Calculating the TERP for the Warrant Issues is a very technical area but our indicative analysis
suggests a TERP after the bonus issues of Warrants of just under $0.06.

28
perceptions as to the specific risk factors of the Me Today brand. Relatively small changes in
underlying assumptions can result in large changes to the valuation.
Shareholders need to consider, among other matters, the likely impact of the appointment of
receivers and liquidators to King Honey as well as making an assessment as to the
Company’s ability to manage its corporate overhead costs and improve the performance of
the other business units so that it can generate profits in the Me Today division.
In assessing the merits of the pricing of the Rights Issue we place more emphasis on the
relativity to more recent Share prices than its relativity to historic share prices and whether it
is at a discount or premium to a hypothetical underlying value. The subscription price is at a
large discount to the historic share price prior to 2024, however the discount is much smaller
when considered against the share price since early 2024 and MEE’s financial results have
continued to be poor, with the Rights Issue being the fourth capital raise announced since
the 2021 acquisition of King Honey.
The Rights Issue is being offered on a pro-rata basis so each shareholder has the ability to
maintain their relative percentage holding. With the MTL Associated Shareholders taking
less than their pro-rata entitlement, and the over subscription facility within the Rights Issue,
there is the opportunity for Non-Associated Shareholders to increase their relative
percentage holding. In addition, the discount to the TERP is close to lower end of what we
typically observe in the marketplace meaning that there is less dilution for those
shareholders who elect not to, or are unable to, participate in the Rights Issue. Overall, we
consider the pricing of the Rights Issue to be reasonable from the point of view of the Non-
Associated Shareholders.
4.7 Subscriptions
With BIT and SIT committing to firm subscriptions to subscribe for $1.50 million of the issue,
thus providing certainty that MEE will raise at least that amount of new capital, the Rights
Issue can be considered to be partially underwritten.
4.7.1 Alternatives to the Subscriptions
MEE had the following alternative options in relation to the partial underwriting of the Rights
Issue:
• the Subscriptions as proposed
• seeking an alternative underwriter (and for a smaller, or larger, amount) which might
also have some form of underwrite fee payable
• proposing a non-underwritten Rights Issue
4.7.2 The Subscriptions as proposed
The Subscribers will not charge a fee for their firm subscriptions however, with the Rights
Issue Shares also included in the bonus issues of Warrants the Subscribers may be able to
increase their respective shareholdings in the Company. The extent to which this occurs, or
the extent to which their respective shareholdings are diluted, will depend on the level of
Non-Associated Shareholder participation in the Rights Issue and the subsequent level to
which all holders exercise their Warrants.
Underwriting fees vary and are typically a function of the size of the rights issue relative to
the market capitalisation prior to the issue (i.e. the larger the relative size generally the

29
higher the fee), the discount of the subscription price to the TERP (i.e. generally speaking
the lower the discount the higher the fee) and such other factors that underwriters consider
in assessing the likelihood that they will be called upon to purchase any shortfall.
In this case the issue is a relatively large one (the amount of the Subscriptions is c. 38% of
MEE’s market capitalisation), the subscription price is at a relatively low discount to the
TERP and with the relatively high level of operational and financial risks that the Company
currently faces we would expect an underwriting fee to be at the higher end of observed
rates and be at least 5.0% of the underwritten amount.
The Subscriptions represent an amount less than the Subscribers’ full pro-rata entitlement in
the Rights Issue and is, at best, considered a partial underwrite and shareholders are not
typically paid to take up their entitlement in a rights issue
4
. However, the Subscribers are still
taking on risk by making a firm commitment and with no “market out” termination events,
ahead of the Rights Issue, to subscribe for a material proportion of the Rights Issue
irrespective of market movements and company specific performance over the next few
months. As such, the fact that they are not being paid for entering into the Subscriptions can
still be considered as a positive feature for the Non-Associated Shareholders.
4.7.3 Alternative sources of capital
The Board has advised that it does not believe alternative underwriters / providers of new
capital could be obtained. Armillary agrees with the Board’s assessment and considers it
unlikely that MEE would have been able to secure an alternative underwriter / party willing to
subscribe for a material proportion of the Rights Issue given:
• the small size and market capitalisation of the Company;
• MEE’s current financial performance and position (i.e. high levels of debt and
operating losses in each division);
• the lack of institutional investors on MEE’s share register; and
• the limited liquidity of MEE’s Shares.
Even if an alternative underwriter / other provider of capital could be found we consider it
unlikely that they would be willing to underwrite / otherwise participate in the Rights Issue for
zero fee.
4.7.4 No underwriter
Having a non-underwritten issue, and / or an issue with no firm commitments, was an option
for MEE. However, in our experience, this would likely lead the Company to set the Rights
Issue subscription price at a bigger discount to the TERP than it has so as to encourage
uptake by shareholders. Even then a large discount would not guarantee the full subscription
for the Rights Issue with other factors that can impact the level of participation including:
• the liquidity of the Shares and spread of shareholders;

4
In certain circumstances underwriters may be paid a ‘firm in relief’ underwriting fee for effectively taking up their own
entitlement.

30
• the level of required investment, both in absolute terms and relative to the market
value of each holder’s shareholding;
• the proposed use of the Rights Issue proceeds (i.e. is it to cover losses and / or
repay debt or be invested for growth?); and
• the general state of equity markets.
Some of these factors can be mitigated through the structure of a rights issue, however, we
note that given:
• the relatively low discount to TERP;
• the low demand for MEE’s Shares (based on volumes traded over the last 12-months
and the level of participation by shareholders in previous capital raisings), and
• recent poor financial performance,
we are of the view that MEE would have a very low probability of raising at least the $1.50
million amount of the Subscriptions if it elected to have a rights issue without an underwriter
and / or firm commitments from existing shareholders.
Overall, on the basis that the Subscribers are not charging a fee for their firm commitments
to subscribe in the Rights Issue and that the Non-Associated Shareholders have the ability
to minimise, or even reverse, the dilutive impact of the Subscriptions by taking up at least
their pro-rata entitlements, Armillary considers the Subscriptions to be favourable to MEE
and the Non-Associated Shareholders.
The primary advantage from the Subscriptions is that other shareholders can have
confidence that a minimum level of new capital will be raised and that the Subscribers (who
are both associated persons of directors of the Company) are signalling some level of
ongoing confidence in the Company and its prospects.
4.8 Impact on financial position
We have prepared a pro-forma balance sheet illustrating the impact on MEE’s financial
position if it had received the proceeds of a fully subscribed Rights Issue, and associated
exercise of all of the Warrants, at 30 June 2025 (being the most recent date for which
published financial statements are available). We show the position assuming that the Non-
Associated Shareholders take up 100% of their entitlement in the Rights Issue (i.e. the
scenario which results in the MTL Associated Shareholders having the lowest possible
shareholding percentage) and the scenario where the Non-Associated Shareholders take up
0% of their entitlement in the Rights Issue (i.e. the scenario which results in the MTL
Associated Shareholders having the highest possible shareholding percentage). In both
scenarios we assume that all Warrants that are on issue are exercised.
In either scenario the impacts are positive:
• Net Debt and the associated leverage ratios fall (more so in the scenario where the
Non-Associated Shareholders take up 100% of their Rights Issue entitlement)
• Net Assets per Share increases (more so in the scenario where the Non-Associated
Shareholders take up 100% of their Rights Issue entitlement).

31
Shareholders should note that we have prepared an estimate of the pro-forma starting point
of the analysis (i.e. the position at 30 June 2025) by taking the Company’s recently released
financial statements and incorporating our estimate of the relevant adjustments for the
appointment of receivers and liquidators to King Honey in July 2025 (as disclosed in Note 27
of the Company’s financial statements).
It is also relevant to consider that the amounts shown as new capital raised from the
exercise of the two series of Warrants are theoretical maximums and, in practice, the actual
amount raised is likely to substantially less.
Overall, we consider that the Transactions lead to a material improvement in the Company’s
financial position from its current weak position.

4.9 Impact on control
4.9.1 Share capital and shareholders
MEE currently has 54,320,096 Shares on issue held by 734 shareholders (further detail on
MEE’s share capital and shareholders is set out in section 6.4).
MEE’s two largest shareholders are the Subscribers with Baker (through BIT) owning
43.96% of MEE and Sinclair (through SIT) holding 19.55%. Kerr (through MKH) currently
owns 3.18% of the Company.
For the purposes of the Takeovers Code the Subscribers and Kerr may be considered
associates and so our analysis of the control position focuses on the aggregate holding of
the three parties Baker, Sinclair and Kerr whom we term the MTL Associated Shareholders.
NZ$000’s
As at 30
June 2025
(reported)
Estimated
impact of
excluding
King Honey
Pro-forma
estimate at
30 June
2025
Rights
Issue
Non- Cash
Shares
Series 1
Warrants
Series 2
Warrants
Post all
Warrants
Non-Associated Shareholders Take Up 100% of Rights Issue Entitlement
Total assets
15,200
(9,999)
5,201
2,586
-
3,036
3,036
13,859
Total liabilities
(17,543)
14,078
(3,465)
-
227
-
-
(3,238)
Total equity
(2,343)
4,079
1,736
2,586
227
3,036
3,036
10,621
Net debt / (cash)
14,601
(13,500)
1,101
(2,586)
-
(3,036)
(3,036)
(7,557)
Net debt (cash) / equity
(623%)
n.a
63%
n.a
n.a
n.a
n.a
(71%)
Net debt (cash) / total assets
96%
n.a
21%
n.a
n.a
n.a
n.a
(55%)
No. of Shares (000’s)
54,320
n.a
54,320
43,099
3,780
50,600
50,600
202,399
Net assets
(2,343)
n.a
1,736
n.a
n.a
n.a
n.a
10,621
Net assets per Share ($)
(0.043)
n.a
0.032
n.a
n.a
n.a
n.a
0.052
Non-Associated Shareholders Take Up 0% of Rights Issue Entitlement
Total assets
15,200
(9,999)
5,201
1,500
-
2,493
2,493
11,687
Total liabilities
(17,543)
14,078
(3,465)
-
227
-
-
(3,238)
Total equity
(2,343)
4,079
1,736
1,500
227
2,493
2,493
8,449
Net debt / (cash)
14,601
(13,500)
1,101
(1,500)
-
(2,493)
(2,493)
(5,385)
Net debt (cash) / equity
(623%)
n.a
63%
n.a
n.a
n.a
n.a
(64%)
Net debt (cash) / total assets
96%
n.a
21%
n.a
n.a
n.a
n.a
(46%)
No. of Shares (000’s)
54,320
n.a
54,320
25,000
3,780
41,550
41,550
166,201
Net assets
(2,343)
n.a
1,736
n.a
n.a
n.a
n.a
8,449
Net assets per Share ($)
(0.043)
n.a
0.032
n.a
n.a
n.a
n.a
0.051
Pro-forma financial position – Me Today Limited