Me Today – Special Shareholders Meeting

Me Today Limited - Special Meeting
Friday 18
th
March, 2022
Facilitator - Welcome Script
“Thank you for standing by and welcome to the Me Today Special Meeting of Shareholders.
All participants are in a listen only mode. There will be a presentation followed by a question
and answer session. If you wish to ask a question, you will need to press the star key (*)
followed by the number one (1) on your telephone keypad.
I would now like to hand the conference over to Grant Baker, Chairman of the Board, Me
Today.
Please go ahead.”
Grant Baker – presentation
Chair Introduction
Good afternoon everyone. Thank you for standing by and welcome to the Me Today Special
Meeting of Shareholders. My name is Grant Baker and I am the Chair of the Me Today Board.
Welcome to our 2022 Special Shareholders meeting being over this audio conference facility,
due to COVID-19.
Before we begin, I just want to touch on some housekeeping matters.
At the moment all shareholders on this call are in listen only mode.
Some of you may have submitted questions when you registered to join the call, and those
will be addressed in conjunction with the resolutions for the meeting today. There will also be
a facility to ask questions live, over this audio conference. We’ll explain how to do that later
in the meeting.
There are three ordinary resolutions today, which are inter-related. Shareholders that haven’t
already cast a directed proxy vote will be able to vote by email later in the meeting. I’ll provide
further instructions as we progress through the meeting.

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I would like to acknowledge my fellow Board members who are joining me on the call: Hannah
Barrett, Roger Gower, Richard Pearson, CEO Michael Kerr, and CFO and Company Secretary
Stephen Sinclair. Director Anthony Vriens, and the independent adviser Peter Simmons of
Simmons Corporate Finance are apologies as they have other prior commitments today. We
are joined by our legal advisers’ Chapman Tripp.
Formalities
Quorum
We have the required quorum of 3 or more shareholders.
Proxies
Proxies have been appointed relating to 150,530,066 shares, representing over 21% of the
total number of shares.
As noted in the Notice of Meeting, three of my fellow directors, being Stephen Sinclair,
Michael Kerr, Richard Pearson and I are Associated Persons (as defined in the Listing Rules)
and are not permitted to vote on any of the resolutions or vote any discretionary proxies. Your
other directors intend to vote all discretionary proxies they have received in favour of the
resolutions.
Agenda
The only business for today’s meeting is to seek shareholder approval of the placement of
shares to MTL Securities Limited, and to the trustees of TW Jarvis (No.1) Trust.
Voting on each resolution is being conducted by poll. All three resolutions are ordinary
resolutions and may therefore be passed by a simple majority of votes of shareholders voting
in person or by proxy.
If you have not already voted via proxy and are intending on voting today on the resolution,
please send an email to the attention of our company secretary Stephen Sinclair by using the
email address vote@metoday.com to cast your vote. For your emailed vote to be valid, it
must specify if you are voting FOR, AGAINST or ABSTAIN and should include your
Securityholder Number or for proxies which shareholder has appointed you a proxy. If voting
by email to do so from now onwards.

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Chairman’s Address
I propose to take the notice of meeting and Simmons Corporate Finance independent report
as read, so my additional comments will be brief. On 30 June 2021 the Company completed
the acquisition of King Honey Limited from Jarvis Trust.
On 23 September 2021 and again on 29 November the Company announced to NZX that the
expected King Honey sales for the year ended 31 March 2022 would be considerably less
than anticipated.
Given the uncertainty around timing of the forward orders, the company advised it expected
King Honey sales for the 2022 financial year to be between $5 million and $7 million, which
will create some cashflow pressure. The cash flow pressure arises because King Honey is
currently in the midst of the 2022 honey harvesting season, and has a range of associated
payments to make in the ordinary course of its business in connection with the harvest.
I can advise that King Honey continues to pursue sales opportunities in New Zealand and
internationally. It also has ongoing positive discussions with its customer in China.
With two weeks to go before the 31 March interim balance date, it looks like gross revenue
for King Honey will fall a little below the bottom end of guidance provided to the market on
29 November 2021.This is assuming no further COVID-19 disruptions occur in the King Honey
business between now and the 31
st
of March.
As explained in the notice of meeting, the Board decided to negotiate a placement with
Jarvis Trust rather than pursue a warranty claim relating to the forward sale disclosures
made as part of the acquisition due diligence. The board considered this course to be in the
best interest of the Company and shareholders as a whole. The Placement agreement
provides that if the Company completes the Placement (after shareholder approval), it
settles the issues between the Company and the vendors.
The Board also extended the negotiation to MTL Securities, so as to raise additional funding
at a fair price and reasonable price to the Company. In total an additional $6 million capital
is intended to be placed.

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The additional shares would be issued at 8.8 cents per share, the same issue price for capital
raised as part of King Honey acquisition. MTL has agreed to contribute $3.75 million and the
Jarvis Trust $2.25 million, reflecting their relative shareholdings. If shareholders give
approval, settlement is 2 working days after shareholder approval.
Simmons Corporate Finance has concluded, having regard to all relevant factors, that the
positive aspects of the placements outweigh the negative aspects from the perspective of,
and that the terms and conditions of the placements are fair to, the non-associated
shareholders.
The independent directors of the Company, Hannah Barrett, Roger Gower, and Antony
Vriens, unanimously recommend that shareholders approve the resolutions for the reasons
set out in the notice.
The rest of the Me Today group continues to expand the footprint of the Me Today brand
with the opportunities described in the 29 November update being implemented in New
Zealand and Internationally. COVID-19 continues to provide challenges around the roll-out of
the Me Today brand in market. The latest Omicron outbreak in New Zealand will mean that
gross revenue for the rest of the Me Today Group will fall slightly below the $3m guidance
provided previously.
Resolutions
We now come to the formal business of voting.
If you have not already voted via proxy and are intending on voting today on the resolution,
please send an email to the attention of our company secretary Stephen Sinclair by using the
email address vote@metoday.com to cast your vote.
Voting will remain open until 5 minutes after the conclusion of the meeting. Results of the
vote will be announced via NZX.
Since all resolutions are inter-related, I will put them all then open up for questions. I now
move that resolution 1 as set out in the notice of meeting be passed as an ordinary resolution.
I also move that resolution 2 as set out in the notice of meeting be passed as an ordinary
resolution.

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Finally, I move that resolution 3 as set out in the notice of meeting be passed as an ordinary
resolution.
Questions
Prior to the meeting we received questions from a shareholder: Was the $36 million paid for
the Honey Business in hindsight too high as in the purchasing process the due diligence
(undertaken by Me Today) was not undertaken correctly as it apparently did not or was unable
to correctly quantify the stock being purchased and sold. Clearly past annual sales levels were
overstated as indicated by the buildup of stock on hand being 1.5x annual production at time
of purchase which then led on to unrealistic future revenue forecasts and the future profit and
valuation of the business ?.
Me Today believes that it carried out appropriate due diligence relating to this transaction and
appointed experienced advisors to assist it with the process of due diligence.Me Today
continues to have constructive relationship with our Chinese partner and has a good number
of other opportunities being developed internationally.
A further query and comment from the same shareholder: Surely if the issue is the inventory
levels held by King Honey’s largest customer it would have been good business practice for
King Honey to have known these and advised as such to MEE the purchaser during due
diligence. I am at a loss as to why action is not being taken against Jarvis who is now the
second largest shareholder and question whether the real reason for not doing so is that the
Board made serious errors in their assessment of the original purchase.
Considering the best interests of the company, the independent directors determined that the
placement was the better outcome. They believed a long protracted court case would be
expensive and detrimental to the immediate opportunities created by the injection of cash
through the placement. Mr Jarvis is aligned in wanting the sales performance to pick up given
he is a material shareholder.
We have also received the following question through the meeting portal.
With the rapidly expanding number of shares created is it the intention to consolidate the
shares - personally I would be very adverse to this?

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We have no immediate plans to complete a share consolidation however as the company
grows it will be something that the board would consider in the future.
Other questions
If any shareholder wishes to ask a question on the resolutions at this time, please press *1 on
your telephone and wait for your name to be announced. If you wish to cancel your request
please press *2. If you are on a speaker phone please pick up the handset to ask your question.
Are there any questions for the Board concerning the motion from shareholders?
• Option A (if no questions): There are no questions on the resolution.
• Option B (question asked): (Host will announce the name of shareholder asking
question (“we have received a question from ............ Please go ahead”). Once question
has been asked, Chair to either answer or allocate.)
Thank you. Proxies, and shareholders that have not appointed a directed proxy, please vote
now by emailing vote@metoday.com now.
Conclusion
That concludes the formal part of the meeting. Voting will be open until 5 minutes after the
conclusion of the meeting. Results of the poll will be announced on the exchange after the
conclusion of the meeting.
Thank you for your attendance and supporting our journey.
I now declare the meeting closed.
End of Meeting