Just Life Group Limited, Annual Meeting 2025

28 November 2025

Just Life Group Limited (JLG)

The company will hold its Annual Shareholders Meeting at 10.00am Thursday 4 December 2025.

The location is 103 Hugo Johnston Drive, Penrose, Auckland.

Company Overview

The company was founded in 1990 by Tony Falkenstein, who is associated with around 80% of the shares. It is listed on USX. The Group’s business activities are focused on providing premium products and services focused on the healthy living and healthy homes market sectors.

Within the healthy living market segment, it provides filtered water solutions through Just Water and natural health supplements through About Health, Intenza, Natural Solutions. In April 2025 it acquired the assets of Boutique Skincare Brand LOVESKIN.

The Group provides solutions to healthier homes through its premium Solatube daylighting products, and ventilation solutions through Hometech. In December 2024 it sold the business of The Cylinder Guy.

Current Strategy

The strategy is to constantly seek ways to offer New Zealanders healthy choices, while preserving and improving the environment around them.

Previous Year Shareholder Meeting

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

1. FY24 as tough and FY25 continues to be a similar experience.
2. There were several highlights, such as the performance of the Healthy Living business and the improvement in net cashflow from operations which rose from $4.6m in the prior year to $5.4m in FY24.
3. The board announced a final dividend of 0.3cps to bring the total FY24 dividend up to 0.6cps.

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.

Forward looking statements are inherently fallible.

Information on www.nzshareholders.co.nz and in this document may contain forward-looking statements and projections. For any number of reasons, the future could be different – potentially materially different. For example, assumptions may be wrong, risks may crystallise, unexpected things may happen. We give no warranty or representation as to any future financial performance or any other future matter. We may not update our website and related materials for changes.

There is no offer or financial advice in our documents/website.

Information included on www.nzshareholders.co.nz and in this document is for information purposes only. It is not an offer of financial products, or a proposal or invitation to make any such offer. It is not financial advice and does not take into account any person’s individual circumstances or objectives. Prior to making any investment decision, NZSA recommends that you seek professional advice from a licensed financial advice provider.

There are no representations as to accuracy or completeness.

The information, calculations and any opinions on www.nzshareholders.co.nz and in this document are based upon sources believed reliable. The NZSA, its officers and directors make no representations as to their accuracy or completeness. All opinions reflect our judgement on the date of communication and are subject to change without notice.

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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 Director Fee Pool is not disclosed. NZSA notes the Constitution limits Directors to be paid by way of a “monetary sum”, implying that share-based payments cannot be paid. The Constitution does allow the payment of special exertion benefits, however there is no disclosure in the Annual Report as to whether such payments were made. Also not disclosed if retirement benefits are offered.

Director Share Ownership:  Directors are not required to own shares. NZSA policy is that whilst this is encouraged it should be left to individual Directors depending on their circumstances.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The People and Culture Committee are responsible for implementing the policy.

Incentives: The Annual Report discloses the CEO total remuneration, but does not disclose whether this is a salary only or also includes incentive payments. Previous discussions with the company clarified that no incentives are in place, but we would appreciate better disclosure to this effect.

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 NZX Remuneration Reporting Template – still relevant from a disclosure perspective, regardless of listing status.

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

Golden Parachutes: Not disclosed if these or similar payments are offered to senior executives. It is unlikely these apply to the CEO given his shareholding, however, in the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms associated with the CEO, including whether specific termination payments are offered.

A note from the company Chair has indicated to NZSA that there are no golden parachute type payments on offer to JLG staff.

Director Independence:  The Board comprises an Executive Chair who is also the CEO, an Executive Director, a Non-Independent Director and two Independent Directors. The former Board comprised a majority of Independent Directors, including the Chair.

With the Executive Chair and CEO holding around 80% of the shares NZSA would strongly recommend the Board comprises an Independent Chair and a majority of Independent Directors to encourage confidence amongst minority shareholders. We note there are other public listed companies with a significant holding by a founder and Director that comprise a majority of Independent Directors. We also note the Companies Act requires Directors to act in the best interests of the company so precluding any need for controlling shareholders to also control the Board.

Board Composition:  The company is one of very few that participates in the IoD’s Future Director programme designed to develop and mentor the next generation of Directors. NZSA thanks the Board for this, particularly as it is a small-cap. We note Melissa Crawford was a former Future Director.

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. In the absence of comprehensive disclosures as to the skills required to govern the company, it is difficult to assess the overall nature of the Board.

 However, we note the broad range of experiential and functional diversity of Board members.

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.

As noted above apart from the Founder Tony Falkenstein all Directors were appointed in June 2024 following the company de-listing from the NZX. Whilst not an issue at present, at some point careful consideration will be needed to ensure an orderly rotation.

ASM Format: Just Life Group Limited is holding a physical meeting. NZSA prefers a hybrid meeting (i.e., physical, and virtual) as a way of promoting shareholder engagement while maximising participation. There are several low-cost platforms that allow for a virtual meeting to enable shareholders who can’t make the physical meeting the opportunity to vote on resolutions and ask questions.

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.

We note the clear disclosure in the Board Charter that “Members are entitled to have access, at all reasonable times, to all relevant company information and to management.” We also note the clear disclosure that Board Members are able to seek external advice with the prior approval of the Chair.

In terms of risk disclosures, the company offers good disclosure of financial risks and mitigations in the Annual Report and thorough disclosure of strategic and business risks in the Risk Management Framework. This document also contains thorough disclosure of risk management and governance processes.

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. We note William Buck (and therefore the Lead Audit Partner) were appointed as Audit Firm FY24. We would appreciate the appointment date of the Audit Firm and appointment and rotation dates of the Lead Audit Partner being included in each year’s Annual Report.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  Not disclosed if political donations are made. NZSA expects an explicit disclosure around this matter.

Financial & Performance

Just Life Group’s share price remained flat at $0.35 (as of 22^nd October 2025) over the last 12 months. This compares unfavourably with the NZX 50 which rose by 4% in the same period. The capitalisation of JLG is $34.2m and makes it a small company.

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

Following on from the sale of The Cylinder Guy, accounts in 2025 and those for 2024 have been re-stated to exclude discontinued operations.

2025 continued to be a difficult year, with a large loss posted. Revenues were down 2% to $25.7m, but EBITDA was up 12% to $5.9m. However, the company was forced to impair goodwill to the tune of $6.0m. Details and methodology on this impairment can be found in noted 7.2.1 under the heading “Impairment Testing” in the annual report and this led to a much-reduced NPAT of -$7.4m (or -$4.7m if discontinued operations were excluded). The impairment of Goodwill is a non-cash expense, although does affect bottom line profitabiity.

Operating cashflows were up 11% to $6.1m.

The company continued to reduce debt, with all bank overdrafts repaid, and the non-current portion of debt falling 37% to $5.8m. The reduction of debt will help alleviate interest expenses and this was borne out with interest expenses down 18% to $1.4m.

Of interest the NTA per share continues to be negative at -$0.04. If JLG were to be liquidated there would be nothing left for shareholders if the intangible assets could not be realised. Intangible assets total $23m (FY24 $34m) and make up a material component of the balance sheet.

The company remains in sound financial position with a current ratio of 0.93 and the debt levels remain low. Following on from the debt reduction mentioned earlier, the debt equity ratio actually increased to 1.01 but this was a consequence of lower overall equity, rather than higher debt.

Shares trade at a huge premium to NTA, and this is likely driven by the expectation of future cashflows derived from the existing and newly acquired business units.

Rather surprisingly, considering the result and impairments, the company maintained its dividend at $0.006 per share. Dividends are fully imputed.

As at time of writing, the company had not provided any forward-looking guidance for FY26.

The Harvard Group Limited, owned by parties associated with A. E. Falkenstein, is the largest shareholder with a controlling 73.08% stake. Other shareholders have no effective say in the governance of this entity.

Resolutions

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Tony Falkenstein was appointed to the Board in February 1990. He is the Founder Chair and Chief Executive. In 2008 Tony was inducted into the New Zealand Business Hall of Fame and in 2010, he was appointed as an Officer of the New Zealand Order of Merit (ONZM) for services to business. In 2011, Tony received the Distinguished Alumni Award from the University of Auckland and in 2012, he received the World Class New Zealand Award for ‘New Thinking’. In 2025 he was appointed a Companion of the New Zealand Order of Merit (CNZM).

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/JLG

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

Voting and proxy appointments close 10.00am Tuesday 2 December 2025.

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

The Team at NZSA