metoo and share guide

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Metoo and Share Guide July 2011

1 ©M2E Holdings PLC


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Welcome Thanks for visiting the new My Benefits page – a prelude to the “My M2E Bank” pages which are coming to me2everyone later this year. From this page you can become a part‐owner in M2E Holdings PLC and share in any profits generated by the company. That’s pretty neat because every member of me2everyone.com has the opportunity to become a shareholder of what may prove to be a very fast‐growing company in the coming weeks and months. With new feature‐rich ideas evolving, we have a pipeline of improvements that will begin to excite our members and create a buzz on the wider web. When you come to the My Benefits page you are greeted by two main dashboards:

Metoos Shares

On the right‐hand side you can find a sub‐menu which will help you return to this page, a panel which describes the page (these panels appear on every page) and a download button to the Memorandum of Articles, a document which every share‐holder needs to have.

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The Information Buttons Throughout the My Benefits area you will see information buttons which, when you move your cursor over them, open up a more detailed explanation for you. Please Note: The box is intentionally semi‐transparent.

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Metoo Dashboard From the Metoo Dashboard you can check all your Metoo awards. There’s a summary which shows the number of Metoos you hold, the numbers of Metoos you have converted into shares, the current conversion rate (set at 10 Metoos = 1 Share at launch), the projected income you can expect from your Metoos and the total number of Metoos in existence. From this Dashboard you can also view your entire Metoo statement by clicking the View your Metoos button. This also gives you access to the Metoo Exchange. On the statements you can view the information by years and individual months. If you have acquired any share certificates you can view them directly from your statement and, from July 2011, you will be able to see more information about where your Metoos originated from or went to...

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Metoo Dashboard – Projected Income When me2everyone.com begins to sell merchandise, business memberships or advertising packages up to 10% of the sale price will be directed into the Metoo Pool. This will then be shared pro‐rata between all members who hold Metoos. At present we are showing forecasts of payments to be made December 1st 2011. We hope to be able to provide this income stream on the first day of every month and this will be added into the new “My M2E Bank” section (coming soon). Please note, to benefit from this feature you need to have a minimum Metoo balance of 20,000.

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Metoo Exchange Next to the Metoo Statement tab is the Metoo Exchange, where most of the action will take place over the coming months as members decide:

whether to either hold on to their Metoos to create an income; use their Metoos in future promotions from me2everyone.com; transfer Metoos to loved ones, friends and good causes; convert Metoos into registered shares in M2E Holdings PLC.

Within the Metoo Exchange you have two primary areas: a section with two options and a summary of your Metoos and Shares. The first option allows you to transfer Metoos to another me2everyone.com member. The second option allows you to register your shares.

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Metoo Exchange – Transfer Metoos The first option in the Metoo Exchange enables you to transfer Metoos to another me2everyone member or perhaps a good cause. For the purpose of testing the system, we want to be cheeky and ask you to kindly support the Complete Earth Foundation. Complete Earth Foundation (member ID 60) aims to improve the well‐being of elected good causes (chosen by the members) as well as some of our favourite areas such as the environment, health in developing nations and children. So we hope that you will consider transferring 10 Metoos (or more) to the Foundation. We pledge to match every transfer our members make; thus giving Complete Earth Foundation a wonderful standing when it comes to helping others. When you click on the first option you are asked to choose the number of Metoos you want to transfer and give the ID of the member to whom you want to transfer those Metoos to (in this case it’s ID 60). You will then be asked to confirm the transfer with relevant details shown (including the member name). A confirmation receipt will then be shown, with the option to print a receipt for your records. Your Metoo Statement will also be updated. It’s pretty simple when you really get into it :)

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Metoo Exchange – Share Registration The second option in the Metoo Exchange enables you to become a shareholder in M2E Holdings PLC – our parent company. Under a 30‐year license and development agreement signed in May 2011, Complete Earth Organisation SA (Ceosa) has 700m shares in M2E Holdings PLC and a further 500m will be issued as various targets are achieved. These are arranged in one million to three million blocks of shares. This gives Ceosa nearly 300 blocks of shares. Every day member demand for shares will be assessed and new blocks will be released by Complete Earth. If share levels look like they are likely to drop off quickly (especially when we begin our main marketing drive) more blocks may be released during the day. Before we register some shares, let’s take a look at the Conversion Rate...

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Metoo Exchange – Conversion Rate On the Metoo Dashboard (and in many other places in the My Benefits section) you will find something called the Metoo conversion rate. Whenever you want to convert your Metoos into registered shares you need to check the conversion rate. This rate is agreed with Ceosa every day and it represents the number of Metoos Ceosa will accept for each share that you wish to acquire from Ceosa. The number of Metoos per Share depends on a number of elements:

The demand for free shares The numbers of new members joining every day The time spent on the website The features being released The income streams me2everyone generates The profits or investments which M2E Holdings PLC stores The number of business members we have The onsite feedback we gain from members What the wider world is saying about me2everyone.com

At present the conversion rate is set to 10 Metoos per Share. This means that for every registered share you want in M2E Holdings PLC you will need to use 10 Metoos. So, 10 Metoos will give you one ordinary share in M2E Holdings PLC with a face value of £0.01. When you are securing your registered shares from Ceosa at a conversion rate of 10:1 then you are getting a very good deal. However by the end of August we fully expect that the conversion rate to be a little higher. Next we look at how your new shares are registered!

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Metoo Exchange – Becoming a Shareholder: 1 Starting from the Metoo Exchange we now take the second option: Convert Metoos into registered shares. When you choose this option we give you the current conversion rate and also tell you the maximum number of shares you can acquire today. This will depend upon the number of shares still available in the block of shares released by Ceosa and the number of Metoos you currently hold. In the box you simply make your decision and click Register.

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Metoo Exchange – Becoming a Shareholder: 2 Your transaction is confirmed after you click Register. If you want to change any details, simply return to the Metoo Exchange. Below this is a form. Your Details We ask you to confirm your registered member name. Please feel free to correct any errors you made during your initial membership registration. Changes to this first section will be reflected across your profile. We also ask you to confirm if you are a Person or a Company. If you select Person you will be asked to confirm a few more details which will also become part of your permanent membership profile. We need to know your gender and date of birth to ensure we are developing relevant features. We also use this information to improve our global marketing. We ask you for your nationality as this helps plan the requirements for languages. The Shares In the next section we ask for the legal name and address which will be shown on your share certificate. We understand that some people may feel that this is an invasion of privacy, but it is a legal requirement in order to become a shareholder of an English company. The name and address can be your name or anyone else whom you choose. If you do decide to register a share certificate in someone else’s name, please be aware that the share certificate can only be accessed through your member account. It can be printed or saved as a PDF and you can email the document to them. But please ensure they recognise this as an important legal document. The Check Box Below the share section is a check box. If you place a tick (check) in this box, we will update the address on your membership record. So if you are registering the shares for someone else who doesn’t live with you, please don’t put a tick (check) in this box. You are also asked to re‐enter your password for security purposes. Agreement We ask you to read and accept a short agreement before continuing.

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Metoo Exchange – Becoming a Shareholder: 3 How we use this personal information Having the correct legal name on the share certificate is important because when dividends or other financial benefits are ready, payments will be made to that name. Imagine what the bank will say when you try to pay in a cheque made payable to “xxxx superdax”? We also need the correct address to send related documents. We will also use these details for significant membership planning. We want to develop a map of where our members and shareholders are across the world. We want to know language preferences and to locate dominant markets. We want to know where to direct our marketing efforts to find ESMs (Evolution Sales Members) to better support our members and shareholders. We will also use this information to shape advertising policy but assure you that your personal information will never be sold or given to a third party. Your information will simply be used for internal planning.

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Metoo Exchange – Share Statement Your transaction is confirmed after you click Register Shares on the form. When you click on the Register Shares button you officially become a shareholder of M2E Holdings PLC. The next screen confirms your new shareholding and gives you the option to print the receipt of the transaction, return to your Metoo Statement or (as I’m sure you will want to) go and take a look at your new share certificate. We archive your share certificates forever and so whenever you want to have another look at them, you can access them through the Shares Dashboard (accessed from the main My Benefits page). The Shares Dashboard contains your entire record of share certificates. This information is also mirrored in your Metoo Statement. You can click on the icon in the description column to view information about the share certificate. The icon in the Certificate column opens your share certificate.

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Metoo Exchange – The Share Certificate When you open your share certificate you will notice quite a few things dotted around the central area:

The share certificate shows the company name in several places (M2E Holdings PLC)

The registration number of the company and the registered office is shown at the bottom of the certificate

There are two signatures of the directors We have given Netoo a place on the certificate and

included our colour branding A legal notice appears at the bottom of the share

certificate There’s a QR code which can be easily read by smart

phones with the required app (Quick Mark is very good). The QR code only contains the share certificate number at present.

The Central Area contains all the information to make this certificate personal to the shareholder and unique:

We show the date that the certificate was created The name registered upon the certificate The address of the shareholder The number of shares registered, together with their face

value The share certificate number A unique security number of which there are 3.6

quadrillion different combinations per certificate Note: One quadrillion is one trillion x 1,000 (or in other words, a very big number).

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Metoos and Shares ‐ FAQ What is a Metoo? When thinking about the forthcoming virtual world we decided it would be fun to create an internal currency called the Metoo. This is purely a points‐based system and there are no plans to allow you to buy Metoos or use them to buy items from other companies. When you became a member we gave you a number of Metoos. Then whenever you recruit new members or perform tasks for me2everyone.com we give you more Metoos. These can be used to purchase M2E merchandise or advertising credits. They can also be converted into registered shares in M2E Holdings PLC or used to generate a small income stream. What is the Metoo Pool? Whenever members, business members or advertisers make a purchase on M2E, TreeHa, the Quest or other internal websites up to 10% in commission is paid into the Metoo Pool. Any member with a minimum balance of 20,000 Metoos will receive their share of the Metoo Pool. So before you decide to transfer all your Metoos into shares, just think what you could be missing out on. Alternatively you could always go and earn a few more Metoos by introducing your friends! How many Metoos should I convert into Shares? This is purely your decision. At launch this decision is going to be hard because there’s only a small amount of money in the Metoo Pool and the income doesn’t look as attractive as the potential from shares. When you decide to convert your Metoos into shares those Metoos transfer to Complete Earth. These are then destroyed by Complete Earth, which also then decreases the numbers of Metoos in the Metoo Pool. This results in more income being paid to Metoo holders.

Keep reading the Latest News to see what’s happening with the Metoo Pool or new features which will impact on the value of me2everyone. We will let you know when the conversion rate between Metoos and shares changes as all this will have an affect on your decision, but it must be your decision... Why should I become a shareholder? Me2everyone is a next generation business and social network where we help to improve the lives of our members. We recognise that our members are important and so we won’t abuse your right to privacy and we are seeking ways to create an advertisement‐free environment for those who want it. Becoming a shareholder is an extension of this ethos. You become an integral part of our future where your views and opinions really do matter. As a shareholder you will benefit from any declared annual dividends (money paid to you) and when M2E Holdings PLC lists on the stock market. Are shareholders liable for company debts? No. Becoming a shareholder does not make you liable for our debts. The shares you receive will come from Complete Earth Organisation and these were deemed paid‐for in May 2011. This gives you the benefits of holding shares with zero risks to you. Will I be able to sell my shares or Metoos? You won’t be able to sell your Metoos (they have a zero value) but you will be able to sell your shares. In September 2011 one of our partners is seeking to launch a trading room exclusive for M2E Holdings PLC shares. That will allow shareholders to post their shares for sale and to negotiate with prospective buyers for the best price possible. In a few years we will seek to list our shares on a stock exchange where shares can be bought and sold via brokers.

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End Words Well by the time you reach this page you may already be a shareholder in M2E Holdings PLC – so welcome to the family. We will be updating our share information on our help pages very soon and will give you more information about Metoos and Shares there. M2E Holdings PLC Albion House, 163‐167 King Street, Dukinfield, Cheshire, SK16 4LF, England

metoo and share guide

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