Me Today Limited, Annual Meeting 2025

20 October 2025

Me Today (MEE)

The company will hold its Annual Shareholders Meeting at 10.30am Thursday 30 October 2025.

It will be a virtual meeting via Teams. You can register to join the meeting online at this link. Please note you can ask questions during the meeting via vote@metoday.co.nz.

You can also vote using this email, but you will need to register for the meeting and also provide your shareholder number.

Company Overview

Me Today is a health and wellness brand with a range of supplements and skin care products. In New Zealand Me Today products are available in Unichem and Life Pharmacy stores, independent pharmacy stores, Chemist Warehouse, Bargain Chemist and Countdown.

In China, the partnership with the Nutrition Family Company continues to expand. During FY25 its 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.

Outside New Zealand and China, Me Today is focusing on opportunities it has in the USA, Japan, UAE, and Ireland. It has established partnerships in these markets and will continue to invest in the brand alongside those partners.

Me Today also operated the King Honey business, a fully integrated “hive-to-table” manuka honey business. It has production, storage and a bottling facility in Taupo and operates a beekeeping operation based out of Turangi.

• In August 2025, the company announced the appointment of receivers and liquidators to subsidiaries King Honey Holdings Limited and King Honey Limited.
• The King Honey business is “ring fenced” from the Me Today group.
• In early 2024 when the group raised new capital, an agreement was made with the group lenders to remove Me Today from the King Honey debt security group.

In conjunction with the Annual Shareholders Meeting, the company has special resolutions to approve the raising of additional capital.

The largest shareholders are the Chair, Grant Baker, whose interests hold 43.95% and the CEO, Stephen Sinclair, whose interests hold 19.55% of the shares.

Current Strategy

The Annual Report states “Me Today will continue its strategy of growth within the New Zealand market as the priority supported by opportunities internationally as explained further below. Together with the focus on market growth it will continue to invest in new product development and brand. The board, founding shareholders and management remain committed to growing the brand and believe in the foundation created to build a successful global brand.”

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1.  The company has entered into a licensing agreement with a large Chinese sports nutrition company which will see Me Today included in its extensive product portfolio.
2. The company is proposing a capital restructuring to allow it to finance its non-honey business whilst separating the King Honey business to allow for a future sale.
3. Since acquisition in June 2021, the King Honey business has experienced difficulties due to the oversupply of Manuka Honey and the downturn in demand in China (the company’s main market).

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  The company does not operate a Directors Fee Pool. Amounts paid to each Directors are disclosed in the Annual Report. We note in FY25, all fees were paid in cash rather than partly by way of the issue of shares.

There is no disclosure as to whether special exertion payments are available, or have been paid, to Directors. While the table on page 63 of the Annual Report clearly shows the executive and consulting fees paid for management activity to Stephen Sinclair, it appears to omit the (relatively small) amount paid for services to Hannah Barrett.

Director Share Ownership: There is no disclosure as to whether Directors are required to own shares, although we note all Directors own shares. NZSA believes whilst this should be encouraged, it should be left to individual Directors depending on their personal circumstances.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. There is no separate Remuneration Committee, with remuneration governance falling within the remit of the whole Board.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the new NZX Remuneration Reporting Template.

A company owned by the CEO received $125,000 in consulting fees as remuneration for his role as CEO. He receives no other remuneration of benefits in his role as CEO.

The company does not disclose the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes:  In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered. As the CEO is also the second largest shareholder it is unlikely such payments are offered however, we would recommend explicit disclosure around the matter.

Director Independence:  The Board comprises three independent Directors and three non-independent Directors, including a non-independent Chair (Grant Baker). The NZX Code and NZSA policy is that a majority of Directors including the Chair should be independent to protect the interests of minority shareholders.

While MEE may note that the Board composition reflects its shareholding, NZSA contends that as Directors are bound to act in the best interests of the company, the appointment of independent Directors that are unfettered by shareholding relationships creates no loss for major shareholders.

We note the Chair has an ownership interest in the company’s major shareholder, which should encourage alignment with company performance.

Board Composition:  The Annual Report does not include a skills matrix that attributes skill sets to individual Directors to demonstrate how they contribute to the governance of the company.

While it is difficult to assess the skills of directors in the absence of any meaningful disclosure, Directors appear to have appropriate functional experience related to the Me Today’s business, with good social and experiential diversity.

The CEO as a Director is also a member of the Remuneration, Nominations and Health and Safety Committee although we note this committee’s work is undertaken by the whole Board. We would expect a disclosure around how potential conflicts of interest are managed as regards the CEO.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

One Director, Roger Gower, has served since 2008. While NZSA might normally be concerned at his long tenure, this is likely to be linked to the previous incarnation of MEE on the NZX (Me Today was a reverse listing). The other five Directors were appointed in 2020. 

ASM Format: Me Today is holding a virtual meeting. NZSA expects a hybrid meeting (i.e., physical, and virtual) as a way of promoting shareholder engagement while maximising participation. NZSA recognises the company is looking to save costs where it can, given its financial situation, however almost 70% of NZX listed companies hold hybrid meetings and this is now the expectation of shareholders.

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look to see Boards are across their risk management responsibilities. 

Whilst there is disclosure in the Corporate Governance Code that Board members have access to external independent advice, there is no disclosure as to the extent to which internal assurance staff have unfettered access to the Board.

The company offers some disclosure of financial risks, but there is no disclosure of business or operational risks, nor the processes by which these are governed. We note reference to a Risk Management Framework and a Risk Management Programme but neither of these documents are disclosed.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. There is no disclosure as to the tenure of the current audit firm. NZSA also expects disclosure of the appointment dates of the Lead Audit Partner and Audit Firm in the Annual Report to improve transparency for investors.

Environmental Sustainability

While Mee Today is exempt from the mandatory climate-related disclosure requirements, NZSA believes that is still in the best interest of shareholders and the long-term direction of the company to improve the level of disclosure around environmental sustainability.

We also, however, recognise the relevant priority of Me Today has been on securing its immediate financial sustainability.

NZSA does not complete RAG assessments on non-Climate Reporting Entities.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  There is no disclosure of a Whistleblowing Policy.

Political Donations:  The Annual Report discloses no donations were made.

Financial & Performance

Me Today’s share price fell from $0.08 to $0.077 (as of 14^th October 2025) over the last 12 months – a 4% decline. This compares unfavourably with the NZX 50 which rose 5% in the same period. The capitalisation of MEE is $4.2m placing it 113^th out of 115 companies on the NZX by size and makes it a small company.

¹ per share figures based off actual shares at balance date (not weighted average)

Impairments were over; however, problems persist for MEE. Basically, revenues are less than costs, and the company has solvency issues. The auditor has raised concerns and refer readers to Note 4.1 in the financial statements which indicate that: “the Group incurred an after-tax loss of $6.0 million in the year to 30 June 2025, net cash outflows from operating activities during the year was $0.9 million, as of 30 June 2025, the Group’s negative working capital was $3.2 million”.

Revenues did rise to $7.5m, but cost of sales increased at a greater rate, meaning the gross margin fell substantially to 27%. This impacted Gross Profit, which was down 11% to $2.0m. Although operating costs were maintained the company still reported a NPAT of -$6.0m which is similar to last year’s result if one-off items are eliminated.

Administrative costs continue to be a large burden, being $4.6m.

A loss of this magnitude gives EPS of -$0.11.

Operating cashflows, although negative, improved to -$0.9m (-$3.1m). We do note that this result is flattered largely by declining inventory levels which fell by more than $3m.

NTA per share fell to a negative level, coming in at -$0.05. As the auditor has signalled, the company has negative working capital of $3.2m and the company also has total equity of -$2.3m.

On the 20^th August 2025, the company announced a capital raise which intends to raise $2.6m at 6 cents per share. Founding Shareholders Grant Baker and Stephen Sinclair have agreed to underwrite the rights issue to $1.5m.

We also note the company has short term borrowings of $15.7m. Note 18 in the annual report sheds more light on this. This debt is made up of bank debt, bank overdraft and a subordinated note.

The most significant development, however, occurred post-balance date, with the King Honey receivership. Note 27 of the accounts expects that this will have a material positive impact on the balance sheet for FY26.

On the back of these falling inventory levels, Inventory turnover rose to 0.42.

Baker Investment Trust No 2 is the largest shareholder with 37.16% of issued capital. The Sinclair Investment Trust is the second largest shareholder with a 14.15% holding.

Resolutions

The first four resolutions relate to raising additional capital. The company 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. The Notice of Meeting states,

“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.”

The company’s two largest shareholders have committed to participating in the Rights Issue. In addition, the company’s third largest shareholder, Michael Kerr, has agreed to participate in a call option grant.

In addition, 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.

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.

At present the three largest shareholders hold 66.69% of the shares. At the completion of the proposal, they will hold between 60.5% and 73.7%.

The Board has commissioned an independent report from Armillary Private Capital and a copy of this is included with the Notice of Meeting. The report concludes that the positive aspects of the proposal outweigh the negative aspects as regards Non-Associated Shareholders.

We will vote undirected proxies IN FAVOUR of this resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Roger Gower was appointed to the Board in July 2008. As we noted above under Tenure his association as a Director of Me Today commenced in 2020. His experience is as a company executive, director, and Chair in both public and private companies.

He is currently Chair 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.

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://www.investorvote.com.au/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.30am Tuesday 28 October 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA