Planet Innovation and Meiban to combine their complementary businesses into an integrated Contract Development and Manufacturing Organization (CDMO) serving the global MedTech sector.

Meiban Innovation (Melbourne) Pty Ltd (Meiban), a subsidiary of Meiban Corp Holdings Pte Ltd, has entered into a binding Scheme Implementation Deed with Planet Innovation Holdings Limited (PI or Planet Innovation) to acquire all of the shares in PI that it does not currently own (after having acquired 19.9% of PI’s shares in 2025), by scheme of arrangement pursuant to Part 5.1 of the Corporations Act 2001 (Cth) (Scheme) for cash consideration of $1.60 per share (Transaction).

The Transaction, if completed, will enable Planet Innovation and Meiban to combine their complementary businesses into an integrated CDMO serving the global MedTech sector.

Meiban sees the opportunity to invest in and strengthen the competitive position of PI and Meiban by offering MedTech companies a single partner from concept through to commercial-scale production.

Planet Innovation brings over 300 professionals with expertise in regulated medical device design, engineering, prototyping and early-stage manufacturing, operating from facilities in Box Hill, Melbourne and Irvine, California. Meiban complements this with high-volume, fully-automated, precision manufacturing across numerous sites in Singapore and Malaysia, with vertically integrated capabilities spanning plastic injection moulding, printed circuit board assembly, and full product assembly.

Scheme Implementation Deed

The directors of PI (excluding Cheok Kai Hock, who is appointed by Meiban) (Planet Innovation Recommending Directors) recommend that PI shareholders (excluding Meiban) vote in favour of the Scheme, and each such director intends to vote their shares in favour of the Scheme, subject to an independent expert concluding that the Scheme is in the best interests of PI shareholders (excluding Meiban), and in the absence of a Superior Proposal (as defined in Annexure A).

The consideration for the Scheme is an all-cash payment. PI is not proposing to pay any dividend and there will be no divestment of PI assets, including any of PI’s strategic investments (ventures), as part of the Scheme.

The Scheme is not subject to due diligence or financing. The Scheme is subject to customary conditions, including PI shareholder approval, court approval, an independent expert concluding that the Scheme is in the best interests of PI shareholders (excluding Meiban) and no material adverse change. The Scheme Implementation Deed contains customary exclusivity provisions and termination rights which are summarised in Annexure A and reciprocal break fees (not exceeding 1% of PI’s equity value).

It is also a condition precedent to the Scheme that the four founders of PI¹ enter into share subscription agreements agreeing to subscribe for AUD$2m each in shares in Meiban United Pte. Ltd. at completion of the Transaction, subject to the Scheme being approved and becoming effective. It is also a condition precedent to the Scheme that the four founders, in addition to certain other members of PI’s key management, enter into employment contracts in relation to their ongoing roles as employees of PI or Meiban.

It is proposed that the four founders and their controlled entities which hold PI shares (Founder Shareholders) will vote as a separate class on the Scheme, and that all other Planet Innovation shareholders (excluding Meiban) will have the opportunity to vote independently from the Founder Shareholders.

In addition, Planet Innovation has established an Independent Board Committee (IBC) comprising all of the PI directors other than the four founders and Cheok Kai Hock, to oversee the Transaction.

PI shareholders can obtain a copy of the Scheme Implementation Deed via the Investors section.

Indicative timeline and next steps

PI shareholders do not need to take any action at this time.

A Scheme Booklet containing information relating to the Scheme, the independent expert’s report on whether the Scheme is in the best interests of PI shareholders (excluding Meiban), reasons for the PI recommending directors’ recommendations and details of the Scheme Meetings is expected to be sent to PI shareholders in August 2026. Subject to the conditions of the Scheme being satisfied or waived (as applicable), the Scheme is expected to be implemented in October 2026. These dates are indicative and subject to change.

The IBC has appointed Moore Australia (Vic) Pty Ltd as the independent expert to assess whether the Scheme is in the best interests of PI shareholders (excluding Meiban).

Kain Lawyers is acting as legal adviser to Planet Innovation on the Transaction.

¹Stuart Elliott, Sam Lanyon, Eduardo Vom and Troy O’Callaghan, either personally or via an entity nominated by each of them.

Annexure A – Summary of exclusivity and termination provisions

Below is a summary of the exclusivity and termination provisions in the Scheme Implementation Deed (SID).

1. Exclusivity

The SID contains exclusivity arrangements in favour of Meiban. The key features of those exclusivity arrangements are summarised below:

• During the Exclusivity Period, PI must not, and must procure that each of its related entities and each of their representatives do not, directly or indirectly:
  • solicit, initiate or invite any inquiry, offer or proposal from a third party, in relation to, or which would reasonably be expected to lead to the making of, an actual, proposed or potential Competing Proposal, or otherwise communicate any intention to do any of those things (no shop);
  • participate in any negotiations or discussions with respect to any inquiry, offer or proposal by a third party, in relation to, or which would reasonably be expected to lead to the making of, an actual, proposed or potential Competing Proposal, or negotiate, accept or enter into any agreement, arrangement or understanding with a third party in relation to an actual, proposed or potential Competing Proposal (no talk); or
  • take any step within its control to allow any third party to undertake due diligence investigations on PI or the operations or assets of the PI group; make available to any third party, or permit any third party to receive, any non-public information relating to the PI group; or make available to any third party, or permit any third party to have access to, any officers or employees of, or premises used, leased, licenced or owned by, any PI group member, in each case with a view to obtaining from a third party, or assisting in the development of, an actual, proposed or potential Competing Proposal (no due diligence),

noting that the no talk and no due diligence restrictions are subject to a fiduciary exception.

• During the Exclusivity Period, PI must notify Meiban in writing as soon as reasonably practicable after becoming aware of any actual, proposed or potential Competing Proposal.
• During the Exclusivity Period, PI:
  • must use its best endeavours to procure that no Planet Innovation Recommending Director withdraws, qualifies, or adversely changes his or her recommendation or voting intention in relation to the Scheme or publicly recommends an actual, proposed or potential Competing Proposal; and
  • must not enter into any legally binding agreement, arrangement or understanding (whether or not in writing, but excluding a confidentiality agreement) pursuant to which a third party, PI or both proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal,

unless:

• • the PI IBC determines that the Competing Proposal is, or could reasonably be considered to become, a Superior Proposal;
  • PI has given Meiban written notice (Matching Right Notice) of the key terms of the Competing Proposal; and
  • Meiban does not, within 5 Business Days after PI gives the Matching Right Notice, make a matching or superior proposal to the Competing Proposal by way of an irrevocable written offer to PI that the PI IBC determines (acting in good faith) would produce an outcome for PI shareholders (excluding Meiban) that is at least as favourable to them as the outcome that would be produced by the Competing Proposal.

2. Termination

Each of PI and Meiban may terminate the SID, in summary, if:

• a condition precedent in the SID has not been satisfied or waived by the required date, or the Scheme has not become effective by the End Date, and the parties cannot otherwise reach an agreement, after consulting in good faith, to enable the Scheme to proceed; or
• at any time before 8.00am on the Second Court Date, the other party commits a breach of the SID that is material in the context of the Scheme taken as a whole and, if applicable, the breach has not been remedied, to the terminating party’s reasonable satisfaction, within the required period.

Meiban may terminate the SID at any time before 8:00am on the Second Court Date, in summary, if:

• PI enters into an agreement with a third party to give effect to a Competing Proposal; or
• any Planet Innovation Recommending Director withdraws, qualifies or adversely changes his or her recommendation or voting intention statement in relation to the Scheme, makes any public statement that he or she no longer recommends the Scheme or recommends, endorses or supports a Competing Proposal (other than where the change or withdrawal occurs due to the requirements of a court or government agency).

PI may terminate the SID at any time before 8:00am on the Second Court Date, in summary, if a majority of the Planet Innovation Recommending Directors wish to (or do) publicly withdraw, qualify or adversely change their recommendation or voting intention statement in support of the Scheme, or make any public statement that they no longer recommend the Scheme or recommend, endorse or support a Competing Proposal, in circumstances where they are permitted to do so.

3. Key defined terms

Competing Proposal means any expression of interest, proposal, offer, arrangement or transaction which, if entered into or completed, would result in a third party (either alone or together with any associate):

• directly or indirectly acquiring a relevant interest (as defined in the Corporations Act 2001 (Cth)) in, or having a right to acquire a relevant interest in, 20% or more of PI’s issued securities;
• acquiring control of PI, within the meaning of section 50AA of the Corporations Act 2001 (Cth);
• directly or indirectly acquiring or becoming the holder of, or otherwise acquiring or having a right to acquire, a legal, beneficial or economic interest in, or control of, all or substantially all of the business or assets of the PI group taken as a whole;
• otherwise directly or indirectly acquiring, or merging with, PI; or
• requiring PI to abandon, or otherwise fail to proceed with, the Transaction,

whether by way of takeover bid, members’ or creditors’ scheme of arrangement, reverse takeover, initial public offering, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement, recapitalisation, refinancing or other transaction or arrangement.

End Date means 18 December 2026 (or such later date as PI and Meiban agree in writing).

Exclusivity Period means the period from the date of the SID until the earlier of (i) the termination of the SID in accordance with its terms; and (ii) the End Date.

PI IBC means the committee of independent directors of PI constituted to consider the Transaction and any Competing Proposal (which, for the avoidance of doubt, excludes Cheok Kai Hock, Eduardo Vom, Sam Lanyon, Stuart Elliott and Troy O’Callaghan), with such appointed directors being ‘PI IBC Members‘.

Second Court Date means the first day on which an application made to the court for an order under section 411(4)(b) of the Corporations Act 2001 (Cth) approving the Scheme is heard (or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard).

Superior Proposal means a bona fide Competing Proposal, not resulting from a breach by PI or any of its representatives of any of its obligations under the exclusivity provisions of the SID, that the PI IBC, acting in good faith, and after receiving advice from its legal advisers and (if appointed) financial advisers, determines:

• is reasonably capable of being valued and completed in accordance with its terms; and
• would reasonably be likely to, if completed substantially in accordance with its terms, be more favourable to the PI shareholders (as a whole, but excluding Meiban) than the Transaction as set out in the SID,

in each case taking into account all terms and conditions and other aspects of the Competing Proposal (including any timing considerations, any conditions precedent, the identity, reputation and financial condition of the proponent or other matters affecting the probability of the Competing Proposal being completed) and of the Transaction.