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Me Today Limited — Proxy Solicitation & Information Statement 2022
Mar 2, 2022
66227_rns_2022-03-02_6249f5f1-271b-44b3-934e-8ae2c3cd581a.pdf
Proxy Solicitation & Information Statement
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Lodge your Proxy/Voting form
Online
www.investorvote.co.nz By Mail Computershare Investor Services Limited Private Bag 92119, Auckland 1142, New Zealand By Fax +64 9 488 8787
For all enquiries contact
+64 9 488 8777 [email protected]
Proxy/Voting Form
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
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For your proxy to be effective it must be received by 1.00pm on Wednesday 16 March 2022.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. If, in appointing a proxy, you have inadvertently not named someone to be your proxy (either online or on the enclosed proxy form), or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy and will vote in accordance with your express direction. If appointed as a discretionary proxy, each director that is permitted to vote (see below) intends to vote in favour of all resolutions. To do this, enter the name of your proxy in the space allocated in ‘Step 1’of this form. A proxy need not be a shareholder of the company.
Voting of your holding
To direct your proxy how to vote on each resolution, you should tick the appropriate box on the proxy form. If you appoint a proxy, but do not tick one of the boxes in relation to those resolutions, you will be deemed to have granted your proxy the discretion to cast your votes as he or she decides.
Voting restrictions
MTL Securities Limited and Terrence Wayne Jarvis and Jarvis Burnes Trustee Limited as trustees of the TW Jarvis Family Trust and any “Associated Person” (as that term is defined in the Listing Rules) of them or any “associate” (as defined in the Takeovers Code), are not entitled to vote on any of the resolutions. Persons subject to a voting restriction may not be appointed as a discretionary proxy (but can be appointed as a non-discretionary proxy and expressly directed how to vote if appointed by a person who is not disqualified from voting)
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney (unless already deposited with the Company) and a signed certificate of non-revocation of the power of attorney must be produced to the Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a Sole Director can also sign alone. Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Proxy/Voting Form
STEP 1 Appoint a Proxy to Vote on Your Behalf
I/We being a securityholder/s of Me Today Limited
hereby appoint
of
or failing him/her
of
as my/our proxy to vote on my/our behalf in accordance with the instructions below and otherwise as he/she sees fit at the Special Meeting of shareholders of Me Today Limited to be held as an audio meeting at 1.00pm on Friday 18 March 2022 and at any adjournment thereof and to vote on any resolution to amend any of the resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or any adjournment).
STEP 2 Items of Business - Voting Instructions
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. Please note that if the shares are held jointly, the appointment made is made on behalf of each joint holder.
Ordinary Resolution
Proxy For Against Discretion Abstain
1. MTL Securities Placement – Ordinary Resolution
To approve the issue of 42,613,636 additional ordinary shares to MTL Securities Limited at an issue price of 8.8 cents each payable in cash with such shares to rank equally with existing shares in the Company, as described further in the explanatory notes to the notice of meeting.
2. Jarvis Trust Placement – Ordinary Resolution further in the explanatory notes to the notice of meeting.
3. Related Party – Ordinary Resolution
To approve the issue of 25,568,182 additional ordinary shares to Terrence Wayne Jarvis and Jarvis Burnes Trustee Limited as trustees of the TW Jarvis (No. 1) Family Trust at an issue price of 8.8 cents each payable in cash with such shares to rank equally with existing shares in the Company, as described further in the explanatory notes to the notice of meeting.
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
“To approve the MTL Placement and the Jarvis Trust Placement for the purposes of NZX Listing Rule 5.2.1.”
Implementation of this resolution is conditional upon resolutions 1 and 2 also being approved by the shareholders of the Company.
SIGN
Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3 or Sole Director/Director or Director (if more than one) Contact Name Contact Daytime Telephone Date