Notice of Annual Meeting

COMVITA LIMITED NOTICE OF ANNUAL MEETING 2018
Notice is given that the Annual Meeting of Comvita Limited (“the Company”) will be held at 2.00pm on
Thursday 18 October 2018 at ASB Arena, Baypark, 81 Truman Lane, Mount Maunganui, 3118.
THE NATURE OF THE BUSINESS TO BE TRANSACTED AT THE MEETING IS:

A.

Apologies and Chairman’s Introduction
B.

Reports and Financial Statements
To receive and consider the Annual Report, including the audited Financial Statements of the Company, for the
year ended 30 June 2018.
C.

Appointment and Remuneration of Auditors (Resolution 1)
To consider, and if thought fit to pass, the following ordinary resolution:
1.

“That the meeting record the re-appointment of KPMG as the auditors of the Company for the current
financial year ending 30 June 2019 pursuant to section 207T of the Companies Act 1993, and authorise the
Board to fix KPMG’s remuneration.”
D.

Director’s Elections (Resolutions 2-4)
To consider, and if thought fit to pass, the following ordinary resolutions:
2.

“That Luke Bunt, who retires by rotation and is eligible for re-election, be re-elected as a Director of the
Company.”
3.

“That Murray Denyer, who retires by rotation and is eligible for re-election, be re-elected as a Director of
the Company.”
4.

“That Ms Xin Wang be elected as a Director by shareholders.”
(See explanatory notes)
E.

General Business
Proxies
Shareholders are entitled to appoint a proxy to attend and vote at the meeting. A proxy form is enclosed with
this Notice of Meeting. Please complete and sign the Proxy Form and Voting Instructions (keep intact), and
lodge it, to be received by the Company’s share registry, Link Market Services, no later than 2.00pm on Tuesday
16 October 2018.
Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the meeting on its behalf in the same
manner as that in which it could appoint a proxy.

Signed by:
 
Neil Craig
Chairman
On behalf of the Board of Directors
20 September 2018
 

EXPLANATORY NOTES 
An ordinary resolution where referred to means a resolution of shareholders of the Company which is approved by
more than 50% of shareholders of the Company entitled to vote and voting. All resolutions for consideration at the
annual meeting are ordinary resolutions. A copy of the Company’s constitution can be viewed online at the
companies office website www.business.govt.nz/companies and at the Company’s registered office, 23 Wilson Road
South, Paengaroa, free of charge. A copy of the Main Board Listing Rules can be viewed on NZX Limited’s website at
www.nzx.com.
 
RESOLUTIONS 2 – 4 
There will be elections for three directors. Two of the six Directors (Luke Bunt and Murray Denyer) are standing down
by rotation, and offer themselves for re-election.

The Company has received one additional nomination for the election of Ms Xin Wang. Xin is standing for election
under clause 26.2 of the Company’s constitution. Xin is associated with China Resources Enterprise Limited, a
shareholder in the Company with a shareholding of greater than 10%. Xin therefore does not qualify as an
independent director. The Board unanimously endorses Xin’s appointment to the Board.

A brief biographical note of the persons seeking re-election / election as directors is set out below.

Luke Bunt 
A professional director and consultant, Luke has over 30 years experience in
manufacturing, wholesaling and retailing in both durable goods and FMCG and has
considerable experience in financial services and property. He has held senior executive
positions in a number of well-known New Zealand corporates, both public and private.
This includes ten years with The Warehouse Group where he was Chief Financial Officer
and Head of Property, and 10 years with the DB Group where he was Group General
Manager Finance and Planning. He is a member of the NZ Institute of Chartered
Accountants and the Institute of Directors in NZ. Luke joined the Board in July 2014 and is
the current Chair of Comvita’s Audit and Risk Committee.
 
Murray Denyer 
Murray is an experienced commercial lawyer, having advised and worked with both large
and medium sized New Zealand companies, State Owned Enterprises and government
departments. As a former New Zealand diplomat and government international trade
lawyer, he also has specialist expertise in international trade law and policy. Murray was
General Counsel and Board Secretary with Zespri International Limited and is now a
Partner at law firm, Cooney Lees Morgan in Tauranga, which he joined in 2009. His legal
practice spans company and commercial law, mergers and acquisitions, agribusiness
and international trade law and policy. Murray also has extensive experience in human resources and remuneration
matters. He is a Director of Enterprise Angels, the local Bay of Plenty/Waikato angel investment group. Murray joined
the Board in April
 
2016
 
and is the current Chair of Comvita’s Remuneration and Human Resources Committee.
 
 
 
 
 
 
 

 
Xin Wang 
 
Ms Xin Wang is the General Manager of Corporate Strategy and Development Department
at China Resources Enterprise Limited. She was previously the Assistant General
Manager of China Resources Ng Fung Limited, in charge of Strategy and Corporate
Development. She joined China Resources Group in 2010. Prior to that, she was with
McKinsey & Company. Currently, Ms Xin Wang is also a non-independent director of NZX
listed New Zealand King Salmon Investment Limited. She holds a Bachelor of Science
degree from Fudan University, an MBA degree from Kellogg Business School,
Northwestern University and a Master’s degree from University of Illinois at Chicago. Ms
Xin Wang has extensive experience in strategy, investment and FMCG industries in the
China market.
 
 
 
Venue Information 
ASB Baypark Arena 
 











Arriving from Mt Maunganui
Head south on State Highway 2, turn right at the Baypark roundabout and left into Truman Lane.
Arriving from Whakatane / Te Puke
Head north on State Highway 2, turn left at the Baypark roundabout and left into Truman Lane.
Arriving from Hamilton and Waihi
Take State Highway 29 and turn right into to Truman Lane.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices. co.nz/voting/CVT
Scan & email:
meetings@linkmarketservices.co.nz

Fax: +64 9 375 5990
Deliver: Link Market Services Limited,
Level 11, Deloitte House,
80 Queen Street, Auckland 1010,
New Zealand
Mail: Use the enclosed reply paid
envelope or address to:
Link Market Services Limited, PO Box
91976, Auckland 1142, New Zealand
Scan this QR code with your smartphone and vote online





General Enquiries
+64 9 375 5998 enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR COMVITA LIMITED’S 2018 ANNUAL MEETING
The Annual Meeting of Comvita Limited will be held at 2.00pm on Thursday 18 October 2018 at ASB Arena, Baypark. If you attend the Meeting, please
bring this form to assist with your registration. If you do not propose to attend the Meeting but wish to be represented by proxy, please complete and return
this form (in accordance with the lodgement instructions above) to Comvita’s share registry, Link Market Services, by no later than 2.00pm on Tuesday
16 October 2018. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/CVT or by scanning the QR code above with your smartphone.

Appointment of proxy
The Chairman of the Meeting or any Director is willing to act as a proxy for any shareholder who wishes to appoint him/her. To appoint the Chairman of
the Meeting as your proxy simply tick the box allocated next to “The Chairman of the Meeting”, or to appoint a Director or another person as your proxy
write the full name of that Director or the full name and address of such other person (as applicable) in the space allocated on the reverse of this form. If
you do not appoint a proxy your Proxy Form will be invalid. Your proxy need not also be a shareholder.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business (resolutions 1 to
4). If you do not make an election in respect of a resolution, your proxy may vote as he/she sees fit. If you make more than one election in respect of a
resolution your vote will be invalid on that resolution.

Appointing the Chairman of the meeting or a Director as your proxy
If you expressly appoint the Chairman of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution,
you acknowledge that they will exercise your vote in favour of resolutions 1 to 4.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, all of the joint shareholders must sign the Proxy Form.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).
GO ONLINE TO HTTPS://INVESTORCENTRE.LINKMARKETSERVICES.CO.NZ/VOTING/CVT TO APPOINT AND GIVE DIRECTIONS TO
YOUR PROXY OR TURN OVER TO COMPLETE THE FORM.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF .
I/We being a shareholder/s of Comvita Limited hereby appoint:
The Chairman of the Meeting (tick)

Or ________________________________________ (name) of ____________________________________________________________ (address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules) at the Annual Meeting of Comvita
Limited to be held on Thursday 18 October 2018, at 2.00pm, at ASB Arena, Baypark and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS_ .
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. 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 computing the required majority, for that item. If no box is ticked for an item, your proxy
may vote as he/she sees fit.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Proxy
Discretion
1.
That the meeting record the re-appointment of KPMG as the auditors of the Company for the
current financial year ending 30 June 2019 pursuant to section 207T of the
Companies Act 1993, and authorise the Board to fix KPMG’s remuneration.
   
2.

To re-elect Luke Bunt to the Board of Directors.

   
3.

To re-elect Murray Denyer to the Board of Directors.







4.

To elect Ms Xin Wang to the Board of Directors.








And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed .
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name ____________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.