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2019 Annual Report

Annual Report18 September 2019CVTIndustrials

FOR THE YEAR ENDED 30 JUNE 2019
COMVITA LIMITED

FINANCIAL

STATEMENTS 2019

Comvita Financial Statements 2019 Comvita Financial Statements 2019 - P1
DIRECTORS’ DECLARATION

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

AUDIT REPORT

STATUTORY INFORMATION

COMPANY DIRECTORY

2

3

4

5

6

7

8

44

48

53

CONTENTS

Comvita Financial Statements 2019 - P2Comvita Financial Statements 2019 - P3
In the opinion of the Directors of Comvita Limited, the financial statements and the notes, on pages 3 to 43:

• comply with New Zealand generally accepted accounting practice and fairly reflect the financial position of the

Group as at 30 June 2019 and the results of their operations and cash flows for the year ended on that date

• have been prepared using appropriate accounting policies, which unless otherwise stated have been consistently

applied, and supported by reasonable judgements and estimates

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and facilitate compliance of the financial statements with the

Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent

and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide

reasonable assurance as to the integrity and reliability of the financial statements.

The Directors are pleased to present the financial report, incorporating the financial statements of Comvita Limited

for the year ended 30 June 2019.

For and on behalf of the Board of Directors:

DIRECTORS’ DECL A R ATION

CONSOLIDATED

INCOME STATEMENT



Neil Craig Luke Bunt

22 August 2019 22 August 2019

For the year ended

In thousands of New Zealand dollars

30 June 2019


30 June 2018

Note

Revenue6171,104

178,493

Cost of sales(107,343)

(105,298)

Gross profit63,761

73,195

Other income76,583

4,931

Selling and marketing expenses(43,726)

(37,865)

Administrative expenses10(19,739)

(15,953)

Distribution expenses(8,394)

(8,095)

Research and development expenses(1,689)

(3,118)

Operating (loss)/profit before financing costs(3,204)

13,095

Finance income8524

1,777

Finance expenses8(6,667)

(4,973)

Net finance costs(6,143)

(3,196)

Share of profit of equity accounted investees16b448

1,921

Impairment of equity accounted investees16b(2,401)

(681)

Impairment of goodwill14(19,825)

-

(Loss)/profit before income tax(31,125)

11,139

Income tax benefit/(expense)113,408

(2,928)

(Loss)/profit for the year(27,717)

8,211

Earnings per share

Basic earnings per share (NZ cents)24(61.05)18.25

Diluted earnings per share (NZ cents)24(61.05)17.77

The notes on pages 8 to 43 are an integral part of these financial statements

Comvita Financial Statements 2019 - P4Comvita Financial Statements 2019 - P5
For the year ended 30 June 2019

In thousands of New Zealand dollars

Share

capital

Foreign

currency

translation

reserve

Hedging

reserve

Retained

earningsTotal

Balance at 30 June 2017120,155(3,894)(1,087)48,701163,875

Total comprehensive income for the year

Profit for the year---8,2118,211

Other comprehensive income (net of tax):

Foreign investor tax credits received---1818

Foreign currency translation differences for foreign operations-2,235--2,235

Effective portion of changes in fair value of cash flow hedges--(1,261)-(1,261)

Total other comprehensive income-2,235(1,261)18992

Total comprehensive income for the year-2,235(1,261)8,2299,203

-

Transactions with owners, recorded directly in equity

Share based payment (Note 9)---730730

Issue of share capital – investment in China Joint Venture 16,414---16,414

Issue expenses(28)---(28)

Issue of ordinary shares

- executive share scheme1,064 ---1,064

- employee share purchase scheme(12)---(12)

Issue of treasury stock151--140291

Dividend paid (Note 23)---(1,845)(1,845)

Total transactions with owners17,589--(975)16,614

Balance at 30 June 2018137,744(1,659)(2,348)55,955189,692

Total comprehensive income for the year

(Loss) for the year---(27,717)(27,717)

Other comprehensive income (net of tax):

Foreign investor tax credits received---1010

Foreign currency translation differences for equity accounted

investees

-(853)--(853)

Foreign currency translation differences for foreign operations-(1,955)--(1,955)

Effective portion of changes in fair value of cash flow hedges--625-625

Total other comprehensive income-(2,808)62510(2,173)

Total comprehensive income for the year-(2,808)625(27,707)(29,890)

Transactions with owners, recorded directly in equity

Share based payment (Note 9)---678678

Issue of ordinary shares

- investment in Comvita China (Note 5)12,312---12,312

- executive share scheme530---530

- employee share purchase scheme77---77

Issue of treasury stock – investment in Apiter (Note 16c)580--305885

Issue of treasury stock - Supplier share scheme2--(13)(11)

Dividend paid (Note 23)---(918)(918)

Total transactions with owners13,501--5213,553

Balance at 30 June 2019151,245(4,467)(1,723)28,300173,355

For the year ended

In thousands of New Zealand dollars

Note

30 June 2019


30 June 2018

(Loss)/Profit for the year(27,717)8,211

Items that are or may be reclassified subsequently to the income

statement

Foreign currency translation differences for foreign operations (2,504)2,729

Foreign currency translation differences for equity accounted

investees

(853)-

Effective portion of changes in fair value of cash flow hedges868(1,751)

Foreign investor tax credits received1018

Income tax on these items 11306(4)

Income and expense recognised directly in other

comprehensive income

(2,173) 992

Total comprehensive income for the year(29,890)9,203

The notes on pages 8 to 43 are an integral part of these financial statements

CONSOLIDATED STATEMENT

OF COMPREHENSI V E INCOME

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

The notes on pages 8 to 43 are an integral part of these financial statements

Comvita Financial Statements 2019 - P6Comvita Financial Statements 2019 - P7
As at 30 June 2019


In thousands of New Zealand dollars

20192018

Note

Assets

Property, plant and equipment

13

56,92147,508

Biological assets

15

4,0484,331

Intangible assets and goodwill

14

38,67733,397

Investment in equity accounted investees

16

9,75530,621

Other investments

16

2,6488

Deferred tax asset126,7572,992

Total non-current assets118,806118,857

Inventory

18

132,192116,492

Trade receivables

19

30,87855,813

Sundry receivables

20

16,28921,851

Cash and cash equivalents10,3144,947

Derivatives

17

192186

Tax receivable553421

Assets held for sale131,414-

Total current assets191,832199,710

Total assets310,638318,567

Equity

Issued capital151,245137,744

Retained earnings28,30055,955

Reserves

(6,190)

(4,007)

Total equity173,355189,692

Liabilities

Loans and borrowings

25

99,25096,700

Employee benefits

21

446407

Deferred tax liability

12

916-

Total non-current liabilities100,61297,107

Trade and other payables

22

29,47122,938

Employee benefits

21

4,0414,048

Tax payable7391,414

Derivatives

17

2,4203,368

Total current liabilities36,67131,768

Total liabilities137,283128,875

Total equity and liabilities310,638318,567

For the year ended 30 June

In thousands of New Zealand dollars

20192018

Note

Receipts from customers191,331180,599

Payments to suppliers and employees(163,963)(197,287)

Interest received436

Interest paid(4,782)(3,850)

Taxation paid(1,504)(1,616)

Net cash flows from operating activities2621,086(22,118)

Investment in equity accounted investees(6,512)(27)

Cash acquired from business combination, net of consideration paid5,456-

Loans to equity accounted investees(1,307)(2,619)

Interest from equity accounted investees268484

Receipt of dividend from equity accounted investee519262

Loans to related parties-(87)

Interest from related parties3633

Payment for the purchase of property, plant and equipment(16,125)(4,744)

Receipt for the disposal of property, plant and equipment336497

Receipt for the disposal of biological assets148-

Receipt for the disposal of intangibles22-

Payment for the purchase of intangibles(545)(790)

Net cash flows from investing activities(17,704)(6,991)

Proceeds from the issue of share capital 6071,052

Payment for share capital issue expenses-(28)

Proceeds from loans and borrowings2,55030,200

Payment of dividends23(918)(1,845)

Net cash flows from financing activities2,23929,379

Net increase in cash and cash equivalents5,621270

Cash and cash equivalents at the beginning of the year4,9474,572

Effect of exchange rate fluctuations on cash held(254)105

Cash and cash equivalents at the end of the year10,3144,947

Represented as:

Cash and cash equivalents2510,3144,947

Total10,3144,947

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

CONSOLIDATED STATEMENT

OF CASH FLOWS

The notes on pages 8 to 43 are an integral part of these financial statementsThe notes on pages 8 to 43 are an integral part of these financial statements

Comvita Financial Statements 2019 - P8Comvita Financial Statements 2019 - P9
1. REPORTING ENTITY

Comvita Limited (the “Company”) is a Company domiciled in New

Zealand, and registered under the Companies Act 1993 and listed

on the New Zealand Stock Exchange (“NZX”). The Company is an

issuer in terms of the Financial Reporting Act 2013 and Financial

Markets Conduct Act 2013. The financial statements of the Group

for the year ended 30 June 2019 comprise the Company and its

subsidiaries (together referred to as the “Group”) and the Group’s

interest in equity accounted investees.

The principal activity of the Group is that of manufacturing and

marketing quality natural health products, apiary ownership and

management.

2. BASIS OF PREPARATION

(a) Statement of compliance

The Company is a FMC reporting entity for the purposes of the

Financial Reporting Act 2013 and the Financial Markets Conduct

Act 2013. These Financial Statements comply with these Acts

and have been prepared in accordance with the New Zealand

Equivalents to International Financial Reporting Standards as

appropriate for profit-oriented entities.

The financial statements were approved by the Board of Directors

on 22 August 2019.

(b) Basis of measurement

The financial statements have been prepared on the historical

cost basis except for derivative financial instruments, financial

instruments designated as fair value through other comprehensive

income and biological assets which are measured at fair value.

The methods used to measure fair values are discussed further in

the respective notes.

(c) Functional and presentation currency

These financial statements are presented in New Zealand dollars

($), which is the Company’s functional currency. Amounts have

been rounded to the nearest thousand.

(d) Critical estimates and judgements

The preparation of the financial statements requires management

to make judgements, estimates and assumptions that affect the

application of accounting policies and the reported amounts of

assets, liabilities, income and expenses. Actual results may differ

from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing

basis. Revisions to accounting estimates are recognised in the

period in which the estimate is revised and in any future periods

affected. In particular, information about significant areas

of estimation uncertainty and critical judgements in applying

accounting policies that have the most significant effect on the

amount recognised in the financial statements are described in the

following Notes:

• Note 12 – recoverability of deferred tax assets

• Note 14 – measurement of recoverability of cash generating

units

• Note 15 – valuation of biological assets

• Note 16 – measurement of equity accounted investees and

investments

• Note 27 – measurement of share based payments

3. SIGNIFICANT ACCOUNTING

POLICIES

(a) Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition

method as at the acquisition date, which is the date on which

control is transferred to the Group.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists

when the Group has the power to govern the financial and

operating policies of an entity so as to obtain benefits from

its activities. In assessing control, potential voting rights that

presently are exercisable are taken into account. The financial

statements of subsidiaries are included in the consolidated

financial statements from the date that control commences until

the date that control ceases.

(iii) Investments in equity accounted investees

Associates and Joint Ventures are those entities in which

the Group has significant influence, but not control, over the

financial and operating policies. Associates and Joint Ventures

are accounted for using the equity method (equity accounted

investees). The consolidated financial statements include the

Group’s share of the income and expenses of equity accounted

investees, after adjustments to align the accounting policies with

those of the Group, from the date that significant influence or joint

control commences until the date that significant influence or joint

control ceases.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at exchange rates at

the dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that

date.

(ii) Foreign operations including investments in equity accounted

investees

The assets and liabilities of foreign operations with currencies

different to the Company including goodwill and fair value

adjustments arising on acquisition, are translated to New Zealand

dollars at exchange rates at the reporting date. The income

and expenses of such foreign operations are translated to New

Zealand dollars at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in the foreign currency

translation reserve (FCTR).

3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

c) Financial assets and financial liabilities

(i) Classification

From 1 July 2018, the Group classifies its financial assets in the

following measurement categories:

• those to be measured subsequently at fair value (either

through other comprehensive income, or through profit or

loss), and

• those to be measured at amortised cost.

(ii) Measurement

At initial recognition, the Company measures a financial asset

at its fair value plus, in the case of a financial asset not at FVPL,

transaction costs that are directly attributable to the acquisition

of the financial asset. Transaction costs of financial assets

carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in

their entirety when determining whether their cash flows are

solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the

group’s business model for managing the asset and the cash

flow characteristics of the asset. There are three measurement

categories into which the group classifies its debt instruments:

• Amortised cost: Assets that are held for collection of

contractual cash flows where those cash flows represent

solely payments of principal and interest are measured at

amortised cost. Interest income from these financial assets

is included in finance income using the effective interest

rate method. Any gain or loss arising on derecognition is

recognised directly in profit or loss and presented in other

gains/(losses) together with foreign exchange gains and

losses. Impairment losses are presented as a separate line

item in the statement of profit or loss.

• FVOCI: Assets that are held for collection of contractual

cash flows and for selling the financial assets, where the

assets’ cash flows represent solely payments of principal

and interest, are measured at FVOCI. Movements in the

carrying amount are taken through OCI, except for the

recognition of impairment gains or losses, interest income

and foreign exchange gains and losses which are recognised

in profit or loss. When the financial asset is derecognised,

the cumulative gain or loss previously recognised in OCI is

reclassified from equity to profit or loss and recognised in

other gains/(losses). Interest income from these financial

assets is included in finance income using the effective

interest rate method. Foreign exchange gains and losses are

presented in other gains/(losses) and impairment expenses

are presented as a separate line item in the statement of

profit or loss.

• Fair Value through Profit or Loss (FVPL): Assets that do

not meet the criteria for amortised cost or FVOCI are

measured at FVPL. A gain or loss on a debt investment that

is subsequently measured at FVPL is recognised in profit

or loss and presented net within other gains/(losses) in the

period in which it arises.

Equity instruments

The group subsequently measures all equity investments at fair

value. Where the group’s management has elected to present

fair value gains and losses on equity investments in OCI, there

is no subsequent reclassification of fair value gains and losses

to profit or loss following the derecognition of the investment.

Dividends from such investments continue to be recognised in

profit or loss as other income when the group’s right to receive

payments is established.

Changes in the fair value of financial assets at FVPL are

recognised in other gains/(losses) in the statement of profit or

loss as applicable. Impairment losses (and reversal of impairment

losses) on equity investments measured at FVOCI are not

reported separately from other changes in fair value.

Accounting for finance income and expense is discussed in Note

3(m).

d) Financial instruments

(i) Non-derivative financial instruments

Non-derivative financial instruments comprise investments in

equity securities, trade and other receivables, cash and cash

equivalents, loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially

at fair value plus, for instruments not at FVPL, any directly

attributable transaction costs.

A financial instrument is recognised if the Group becomes a

party to the contractual provisions of the instrument. Financial

assets are derecognised if the Group’s contractual rights to

the cash flows from the financial assets expire or if the Group

transfers the financial asset to another party without retaining

control or substantially all risks and rewards of the asset. Regular

way purchases and sales of financial assets are accounted for

at trade date, i.e., the date that the Group commits itself to

purchase or sell the asset. Financial liabilities are derecognised

if the Group’s obligations specified in the contract expire or are

discharged or cancelled.

Cash and cash equivalents comprise cash balances and demand

deposits. Bank overdrafts that are repayable on demand and

form an integral part of the Group’s cash management are

included as a component of cash and cash equivalents for the

purpose of the statement of cash flows.

Accounting for finance income and expense is discussed in Note

3(m).

Instruments at fair value through the income statement

An instrument is classified as at FVPL if it is held for trading or is

designated as such upon initial recognition. Financial instruments

are designated at FVPL if the Group manages such investments

and makes purchase and sale decisions based on their fair value.

Upon initial recognition, attributable transaction costs are

recognised in the income statement when incurred. Subsequent

to initial recognition, financial instruments are measured at

fair value, and changes therein are recognised in the income

statement.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P10Comvita Financial Statements 2019 - P11
3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(ii) Derivative financial instruments

The Group uses derivative financial instruments to hedge its

exposure to foreign exchange and interest rate risks arising from

operational, financing and investment activities. In accordance

with its treasury policy, the Group does not hold or issue derivative

financial instruments for trading purposes. However, derivatives

that do not qualify for hedge accounting are accounted for as

financial instruments designated at FVPL.

Derivative financial instruments are recognised initially at fair

value and transaction costs are expensed immediately. Subsequent

to initial recognition, derivative financial instruments are stated

at fair value. The gain or loss on remeasurement to fair value

is recognised immediately in the income statement. However,

where derivatives qualify for hedge accounting, recognition of

any resultant gain or loss depends on the nature of the hedging

relationship.

Cash flow hedges

Changes in the fair value of the derivative hedging instrument

designated as a cash flow hedge are recognised in other

comprehensive income and presented in equity in the hedging

reserve to the extent that the hedge is effective. To the extent

that the hedge is ineffective, changes in fair value are recognised

in the income statement. In these hedge relationships, the main

sources of ineffectiveness are changes in the timing of the hedged

transactions.

If the hedging instrument no longer meets the criteria for hedge

accounting, expires or is sold, terminated or exercised, then hedge

accounting is discontinued prospectively. The cumulative gain or

loss previously recognised in equity remains there until the forecast

transaction occurs. The amount recognised in equity is transferred

to the income statement in the same period that the hedged item

affects the income statement.

(e) Share capital

(i) Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly

attributable to the issue of ordinary shares and share entitlements

are recognised as a deduction from equity.

(ii) Repurchase of share capital

When share capital recognised as equity is repurchased, the

amount of the consideration paid, including directly attributable

costs, is recognised as a deduction from equity. Repurchased

shares are classified as treasury shares and are presented as a

deduction from total equity.

(f) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less

accumulated depreciation and impairment losses.

Cost includes expenditures that are directly attributable to the

acquisition of the asset. The cost of self-constructed assets

includes the cost of materials and direct labour, any other costs

directly attributable to bringing the asset to a working condition

for its intended use, and the costs of dismantling and removing the

items and restoring the site on which they are located. Purchased

software that is integral to the functionality of the related

equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have

different useful lives, they are accounted for as separate items

(major components) of property, plant and equipment.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and

equipment is recognised in the carrying amount of the item if it is

probable that the future economic benefits embodied within the

part will flow to the Group and its cost can be measured reliably.

The costs of the day-to-day servicing of property, plant and

equipment are recognised in the income statement as incurred.

(iii) Depreciation

Depreciation is recognised in the income statement on a straight-

line basis over the estimated useful lives of each part of an item of

property, plant and equipment. Land is not depreciated.

The estimated useful lives for the current and comparative periods

are as follows:

• Buildings up to 50 years

• Plant and machinery 2 - 20 years

• Vehicles 4 -10 years

• Office equipment, furniture and fittings 2 -10 years

• Bearer plants 100 years

Depreciation methods, useful lives and residual values are

reassessed at the reporting date.

(g) Biological assets

Biological assets are measured at fair value less point-of-

sale costs, with any change therein recognised in the income

statement. Point-of-sale costs include all costs that would be

necessary to sell the assets. Agricultural produce from biological

assets is transferred to inventory at fair value, by reference to

market prices for honey, less estimated point-of-sale costs at the

date of harvest.

(h) Intangible assets and goodwill

(i) Goodwill

Goodwill that arises on the acquisition of subsidiaries and other

business combinations is presented within intangible assets.

Goodwill is measured at cost less accumulated impairment losses.

(ii) Research and development

Expenditure on research activities, undertaken with the

prospect of gaining new scientific or technical knowledge and

understanding, is recognised in the income statement when

incurred.

Development activities involve a plan or design for the production

of new or substantially improved products and processes.

Development expenditure is capitalised only if development costs

can be measured reliably, the product or process is technically and

commercially feasible, future economic benefits are probable, and

the Group intends to and has sufficient resources to complete

development and to use or sell the asset. The expenditure

capitalised includes the cost of materials, direct labour and

overhead costs that are directly attributable to preparing the

asset for its intended use. Other development expenditure is

recognised in the income statement when incurred. Capitalised

3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

development expenditure is measured at cost less accumulated

amortisation and accumulated impairment losses.

(iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases

the future economic benefits embodied in the specific asset to

which it relates. All other expenditure, including expenditure on

internally generated goodwill and brands, is recognised in the

income statement when incurred.

(iv) Amortisation

Amortisation is recognised in the income statement on a

straight-line basis over the estimated useful lives of intangible

assets, other than goodwill, from the date that they are

available for use. The estimated useful lives for the current and

comparative periods are as follows:

• Brands, patents and trademarks 3 – 20 years

• Capitalised development costs 2 – 5 years

• Software 3 – 10 years

(i) Inventories

Inventories are measured at the lower of cost and net realisable

value. The cost of inventories is based on the weighted average

principle, and includes expenditure incurred in acquiring the

inventories and bringing them to their existing location and

condition. In the case of manufactured inventories and work

in progress, cost includes an appropriate share of production

overheads based on normal operating capacity. Net realisable

value is the estimated selling price in the ordinary course of

business, less the estimated costs of completion and selling

expenses.

The cost of items transferred from biological assets is their fair

value less point-of-sale costs at the date of transfer.

(j) Impairment

The carrying amounts of the Group’s assets are reviewed at

each reporting date to determine whether there is any objective

evidence of impairment.

An impairment loss is recognised whenever the carrying amount

of an asset exceeds its recoverable amount. Impairment

losses directly reduce the carrying amounts of assets and are

recognised in the income statement.

(i) Impairment of receivables

From 1 July 2018, the group assesses on a forward-looking basis

the expected credit losses associated with its debt instruments

carried at amortised cost and FVOCI. The impairment

methodology applied depends on whether there has been a

significant increase in credit risk.

For trade receivables, the company applies the simplified

approach permitted by IFRS 9, which requires expected lifetime

losses to be recognised from initial recognition of the receivables.

The recoverable amount of the Group’s investments in receivables

carried at amortised cost is calculated as the present value of

estimated future cash flows. Impairment losses on an individual

basis are determined by an evaluation of the exposures on an

instrument by instrument basis. All individual instruments that

are considered significant are subject to this approach.

(ii) Non-financial assets

An impairment loss is recognised if the carrying amount of an

asset or its cash-generating unit exceeds its recoverable amount.

A cash-generating unit is the smallest identifiable asset group

that generates cash flows that are largely independent from

other assets and groups. Impairment losses are recognised in

the income statement. Impairment losses recognised in respect

of cash-generating units are allocated first to reduce the

carrying amount of any goodwill allocated to the units and then

to reduce the carrying amount of the other assets in the unit

(group of units) on a pro rata basis. When an event occurring

after the impairment was recognised causes the amount of

the impairment to decrease, the decrease in impairment loss is

reversed through profit or loss.

The recoverable amount of an asset or cash-generating unit is

the greater of its value in use and its fair value less costs to sell.

In assessing value in use, the estimated future cash flows are

discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of

money and the risks specific to the asset.

(k) Employee benefits

Share-based payment transactions

The grant date fair value of entitlements granted to employees

is recognised as an employee expense, with a corresponding

increase in equity, over the period in which the employees

become unconditionally entitled to the entitlements. The amount

recognised as an expense is adjusted to reflect the actual number

of share entitlements that vest.

(l) Revenue

Revenue from the sale of goods is measured at the fair value

of the consideration received or receivable, net of returns, and

allowances, trade discounts and volume rebates. Revenue is

recognised at the point in time performance obligations are

satisfied by transferring control of goods to the customer. For

wholesale sales, control passes to the customer in accordance

with the individual terms of the contract of sale - for domestic

sales this is ordinarily on delivery to the customer’s premises and

acceptance by the customer and for export sales, this is ordinarily

on delivery to the port of origin. For in-store sales, control passes

to the customer at point of sale. For online sales, the order along

with delivery to the customer are considered to comprise a single

performance obligation, therefore control is considered to pass to

the customer on delivery of the goods.

(m) Finance income and expenses

Finance income comprises interest income on funds invested,

foreign exchange gains, dividend income and gains on the

disposal of FVOCI financial assets that are recognised in the

income statement. Interest income is recognised as it accrues,

using the effective interest method. Dividend income is

recognised on the date that the Group’s right to receive payment

is established, which in the case of quoted securities is the ex-

dividend date.

Finance expenses comprise interest expense on borrowings,

foreign exchange losses, unwinding of the discount on provisions,

impairment losses recognised on financial assets (except for

trade receivables) and losses on the disposal of FVOCI financial

assets that are recognised in the income statement. All

borrowing costs are recognised in the income statement using

the effective interest method.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P12Comvita Financial Statements 2019 - P13
3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(n) Income tax expense

Income tax expense comprises current and deferred tax. Income tax

expense is recognised in the income statement except to the extent

that it relates to items recognised in other comprehensive income,

in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for

the period, using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to tax payable in respect of

previous periods.

Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for the following temporary

differences: the initial recognition of goodwill, the initial recognition

of assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor taxable

profit, and differences relating to investments in subsidiaries to the

extent that they probably will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be

applied to the temporary differences when they reverse, based on

the laws that have been enacted or substantively enacted by the

reporting date.

A deferred tax asset is recognised to the extent that it is probable

that future taxable profits will be available against which

temporary differences can be utilised. Deferred tax assets are

reviewed at each reporting date and are reduced to the extent

that it is no longer probable that the related tax benefit will be

realised. Additional income taxes that arise from the distribution of

dividends are recognised at the same time as the liability to pay the

related dividend is recognised.

(o) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data

for its ordinary shares. Basic EPS is calculated by dividing the profit

or loss attributable to ordinary shareholders of the Company by the

weighted average number of ordinary shares outstanding during

the period. Diluted EPS is determined by adjusting the profit or loss

attributable to ordinary shareholders and the weighted average

number of ordinary shares outstanding for the effects of all dilutive

potential ordinary shares, which comprise share entitlements

granted to employees.

(p) Segments

Segment results that are reported to the CEO include costs directly

attributable to a segment as well as those that can be allocated on

a reasonable basis. Unallocated items comprise mainly head office

expenses.

(q) New and amended standards adopted by the

group

Except as described below, the accounting policies applied in these

consolidated financial statements are the same as those applied

in the Group’s consolidated financial statements as at and for the

year ended 30 June 2018.

NZ IFRS 15 Revenue from Contracts with Customers

Effective for Group reporting period beginning on: 1 July 2018

NZ IFRS 15 establishes a comprehensive framework for determining

whether, how much and when revenue is recognised. It replaces

existing revenue recognition guidance, including NZ IAS 18 Revenue

and NZ IAS 11 Construction Contracts and related interpretations.

The adoption of this accounting standard has not had a material

impact on the financial statements.

NZ IFRS 9 Financial Instruments

Effective for Group reporting period beginning on: 1 July 2018

The Group has adopted NZ IFRS 9 Financial Instruments effective 1

July 2018 under the full retrospective method of adoption.

The adoption of this accounting standard has not had a material

impact on the financial statements.

(r) New standards and interpretations not

yet adopted

The following new standards, amendments to standards and

interpretations are issued but not yet effective and have not been

applied in preparation of these consolidated financial statements:

NZ IFRS 16 Leases

Effective for Group reporting period beginning on: 1 July 2019

NZ IFRS 16 removes the classification of leases as either operating

leases or finance leases – for the lessee – effectively treating all

leases as finance leases. Lessor accounting remains similar to

current practice – i.e. lessors continue to classify leases as finance

and operating. NZ IFRS 16 Leases replaces the existing guidance in

NZ IAS 17 Leases.

Adoption of this standard will change the accounting for the

Group’s operating leases and the recognition, measurement and

presentation of certain amounts recognised in the statement

of financial position, income statement and statement of cash

flows. As disclosed in Note 30, as at 30 June 2019 the Group has

commitments of $10.6 million classified as operating leases relating

to the lease or premises and vehicles. The actual impact of adopting

this standard will differ to this commitment. At reporting date, the

Group expects to recognise $7m to $8m of leased assets with an

offsetting liability in the statement of financial position. Further,

approximately $4m of rental operating expenses is expected to

be reclassified to lease interest expense and lease depreciation

expense for the year ended 30 June 2020. The Group’s key ratio’s

presented in the income statement will be impacted by this

reclassification.

The group intends to apply the simplified transition approach

and will not restate comparative amounts for the year prior to

first adoption.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

4. SEGMENT REPORTING

Segment information is presented in the financial statements

in respect of the Group’s contribution segments which are the

primary basis of decision making. The contribution segment

reporting format reflects the Group’s management and internal

reporting structure.

Performance is measured based on contribution which is a

measure of profitability that the segment contributes to

the Group. Contribution is used to measure performance as

management believes that such information is most relevant in

evaluating the results of certain segments. Inter-segment pricing is

determined on an arms-length basis.

Each segment sells Comvita’s range of products. Comvita’s range

of products primarily include products with apiary and other

natural ingredients.

The Company is organised primarily by geographic location of its

subsidiaries, such as New Zealand, Australia, Asia, Europe and

North America.

The Group has six reportable segments as described below:

New Zealand This segment captures both revenue and

related costs for the New Zealand market,

excluding exports.

Australia This segment captures both revenue and related

costs for the Australian domestic market and

includes external revenue and costs from Comvita

Australia Pty Limited.

China This segment reports on sales to our China Joint

Venture and our share of the China Joint Venture’s

profits up to 31 May 2019. From 31 May 2019

this segment captures both revenue and related

costs for the China market.

Asia This segment captures both revenue and related

costs of our Asian operations and customers.

The Asian segment includes Hong Kong, Taiwan,

Japan, Korea and Singapore.

North America This segment captures both revenue and related

costs for sales to customers in North America.

Europe This segment captures both revenue and related

costs for the United Kingdom and European

markets.

For the year ended 30 June

In thousands of New Zealand dollars

Contribution

segments*New Zealand*Asia*Australia*China*

^

North America*Europe*

Total

reportable

segments

Other

segments*Total

201920182019201820192018201920182019201820192018201920182019201820192018

Revenue

33,99137,07541,26136,81335,57145,48326,90412,09513,36126,8356,2118,664157,299166,96513,80511,528171,104178,493

Contribution

14,95916,1954,1614,1588,19211,5483,1561,7961,4849,060(463)41231,48943,1691,50855432,99743,723

Non attributable (other corporate expenses)


(42,784)(35,559)

Other income (Note 7)

587

-

6,5834,931

Financial income and expenses (Note 8)


(6,143)(3,196)

Share of profit of equity accounted investees

(Note 16)

2,0873,346 (1,639)(1,425)4481,921

Impairment of goodwill (Note

14)

(15,607)** (2,027) (2,191)(19,825)-

Impairment of equity accounted investees (Note 16)

(2,401)(681)(2,401)(681)

Net (loss)/profit before tax5,8305,142

(31,125)11,139

* These are not purely geographical segments and hence vary from the geographical segments presented on page 14

** The Australian segment goodwill which has been impaired relates to the Olive Leaf Australia business.


^ Reconciliation of China Segment20192018

Gross51% elimination


movement

Total segment


(per above)

Gross51% elimination


movement

Total segment


(per above)

Revenue


17,5769,32826,90421,423(9,328)12,095

Contribution


1,5331,6233,1563,419(1,623)1,796

Share of profit of equity accounted investees2,087-2,0873,346-3,346

Other income587-587---

Net profit before tax4,2071,6235,8306,765(1,623)5,142

On consolidation of China, the 51% elimination of China sales and contribution relating to inventory purchased from the Group, has been released.

From 31 May 2019 China is 100% owned and consolidated.

Comvita Financial Statements 2019 - P14Comvita Financial Statements 2019 - P15
NOTES TO THE FINANCIAL STATEMENTS

5. BUSINESS COMBINATIONS – COMVITA CHINA

Effective 31 May the Company owns 100% of Comvita Food (China) Limited and Comvita China Limited, collectively referred to as

Comvita China. Prior to 31 May, the Company owned 51% of Comvita China, therefore acquisition of the remaining 49% is accounted

for as a business combination achieved in stages.

The fair value of Comvita China at acquisition date has been determined by Comvita’s Board following an independent valuation.

The following table sets out the profit on deemed sale of the previously held 51% interest, the consideration paid and the fair value of

tangible assets acquired and liabilities assumed at acquisition date. The fair values of the identified assets and liabilities acquired is

incomplete at reporting date and therefore the goodwill and asset split will be concluded within 12 months of the transaction date.

In thousands of New Zealand dollars

Note2019

Fair value of 51% of Comvita China as at 31 May 201931,620

Less: Investment carrying value at 31 May 2019 (26,711)

Less: FCTR related to investment released(854)

Gain on deemed sale of 51% of Comvita China74,055

Consideration

Cash consideration paid 3 July 20193,190

Consideration – issued Comvita Limited shares 2312,312

Deferred consideration 338

Deemed consideration – fair value of 51% of Comvita China31,620

Total consideration 47,460

Net tangible assets acquired:

Inventory22,760

Cash and cash equivalents7,071

Trade and other receivables7,771

Trade and other payables(14,369)

Deferred tax liabilty(1,076)

Non-current assets107

Net tangible assets acquired22,264

Intangible assets and goodwill25,196


The Group is contractually entitled to 100% of the earnings of the China JV from 1 April 2019. For the China JV profit for the period

1 April to 31 May, 51% has been recognised in profit of equity accounted investees and 49% has been recognised in other income, refer

note 7.

6. REVENUE

In thousands of New Zealand dollars

Note20192018

30 June30 June

Sales159,975186,026

Release of elimination of sales49,328(9,328)

Other 1,8011,795

Total revenue 171,104178,493


NOTES TO THE FINANCIAL STATEMENTS

4. SEGMENT REPORTING (CONTINUED)

Geographical segments

30 June 201930 June 2018

In thousands of New Zealand dollars

Revenue

Non-current

assets

Revenue

Non-current

assets

Rest of Asia

46,2308,55237,1368,722

Australia

35,58110,20745,70327,270

China

26,90425,42512,095-

New Zealand

32,35056,51140,01648,170

Europe

6,177168,2161,080

North America

23,345834,9662

Other Countries

517-361-

Total171,104100,719178,49385,244

Total reportable segment assets

As at 30 June

In thousands of New Zealand dollars

Note

2019

2018

Total assets for reportable segments125,803120,181

Other investments162,6488

Investment in equity accounted investees169,75530,621

Other unallocated assets172,432167,757

Consolidated total assets310,638318,567

Comvita Financial Statements 2019 - P16Comvita Financial Statements 2019 - P17
7. OTHER INCOME

In thousands of New Zealand dollarsNote

2019

30 June

2018

30 June

Gain on deemed sale of 51% of Comvita China54,055-

Comvita China JV – 49% of earnings before consolidation5587-

Government grants1,023764

Change in fair value of contingent consideration16c497750

Earnout - Integra-2,862

Gain on discontinuing equity accounting - SeaDragon16g113-

Gain on disposal of property, plant and equipment-125

Change in fair value of biological assets -65

Other 308365

Total other income

6,5834,931

8. FINANCIAL INCOME AND EXPENSES

In thousands of New Zealand dollars

Note2019

30 June

2018

30 June

Net foreign exchange gain-936

Interest income522654

Net gain in fair value of derivatives designated at fair value through the income

statement

- 184

Dividend income23

Finance income5241,777

Interest expense on financial liabilities measured at amortised cost(4,782)(3,851)

Net foreign exchange loss(894)-

Net loss in fair value of derivatives designated at fair value through the income

statement:

- SeaDragon options and convertible loan notes16g(991)(1,122)

Finance expense(6,667)(4,973)

Net finance costs(6,143)(3,196)

NOTES TO THE FINANCIAL STATEMENTS

9. PERSONNEL EXPENSES

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Wages and salaries39,00437,822

KiwiSaver – employer contribution561584

Movement in long-service leave provision 5851

Equity settled share based payment transactions678730

Total personnel expenses

40,30139,187

10. EXPENSES

Administrative expenses

The following items of expenditure are included in administrative expenses:

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Auditors’ remuneration:

To KPMG for audit services (ii)341256

To KPMG for tax services (iii)5976

To Mercer & Hole (UK auditors)1228

Personnel expenses (i)8,1317,288

Depreciation (i)775769

Amortisation (i) 1,1851,307

Insurance (i)280229

Doubtful debts expense/(recovered)219(494)

Bad debts written off2373

Change in fair value of biological assets652-

Rental expense (i)802771

Directors fees (iv)514514

Directors other costs 3617

Other legal & professional expenses557278

Loss on disposal of property, plant & equipment93-

Loss on disposal of intangible assets9 31

Donations3524

(i) Only the portion of this expense which is included in administrative expenses

(ii) Audit services include fee for annual audit of the financial statements of the group and its foreign subsidiaries based in Hong Kong and Australia.

(iii) Tax services is for tax compliance and advisory work

(iv) Refer to Statutory Information

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P18Comvita Financial Statements 2019 - P19
11. INCOME TAX EXPENSE IN THE INCOME STATEMENT

In thousands of New Zealand dollars

Note2019

30 June

2018

30 June

Current tax expense

Current period4354,142

Adjustment for prior periods325(367)

Total current income tax expense7603,775

Deferred tax expense

Origination and reversal of temporary differences12(4,168)(847)

Total deferred income tax (benefit)(4,168)(847)

Total income tax (benefit)/expense(3,408)2,928

Reconciliation of effective tax expense

In thousands of New Zealand dollars

2019

30 June

2018

30 June

(Loss)/Profit for the year(27,717)8,211

Total income tax (benefit)/expense(3,408)2,928

(Loss)/Profit excluding income tax(31,125)11,139

Income tax using the Company’s domestic tax rate of 28% (2018: 28%)(8,715)3,119

Effect of different tax rates in foreign jurisdictions (115)(181)

Non-deductible expenses7,795892

Additional income(34)80

Non-assessable income(1,664)(431)

Income tax relating to equity accounted associates(682)(590)

Research and development tax credits(59)(84)

Under provided in prior periods6630

De-recognition/(recognition) of tax losses-93

Total income tax (benefit)/expense(3,408)2,928

NOTES TO THE FINANCIAL STATEMENTS

11. INCOME TAX EXPENSE IN THE INCOME STATEMENT (CONTINUED)

Income tax recognised directly in other comprehensive income

In thousands of New Zealand dollars

Note2019

30 June

2018

30 June

Derivatives12243(490)

Other items(549)494

Total income tax recognised directly in other comprehensive income(306)4

Imputation credit account

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Imputation credits available for use in subsequent reporting periods8,9008,059


12. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

In thousands of New Zealand

dollars

AssetsLiabilitiesNet

201920182019201820192018

Property, plant & equipment--(1,042)(1,099)(1,042)(1,099)

Biological assets--(397)(584)(397)(584)

Inventories3,5192,155(916)-2,6032,155

Derivatives664855--664855

Investments94871--94871

Other items802787--802787

Tax loss carry-forwards2,8687--2,8687

Non-refundable tax credits

carried forward

249---249-

Tax assets/(liabilities)8,1964,675(2,355)(1,683)5,8412,992

Set-off of tax(1,439)(1,683)1,4391,683--

Net tax assets/(liabilities)6,7572,992(916)-5,8412,992


The utilisation of tax loss carry-forwards and tax credits is dependent on expected future taxable profits in excess of the profits from

the reversal of existing taxable temporary differences. This recognition is based on current budgets and financial forecasts completed

by management.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P20Comvita Financial Statements 2019 - P21
13. PROPERTY, PLANT & EQUIPMENT

In thousands of New Zealand dollars

LandBuildingsOwned

plant &

machinery

VehiclesBearer

Plants

Office equipment,

furniture &

fittings

Capital

WIP

Total

Cost

Balance at 30 June 20179,97817,22125,0742,0725,4455,1571,69466,641

Additions/Transfers430341,990295-1,2661,4575,472

Disposals(160)(161)(628)(141)-(734)-(1,824)

Effect of movements in exchange

rates

723976618118021575

Balance at 30 June 201810,32017,13326,5122,2325,6265,8693,17270,864

Additions/Transfers2,22510,4012,299259414677(550)15,725

Disposals-(121)(371)(121)-(636)-(1,249)

Business combinations-27251--42-320

Reclassification to assets held for

sale*

(731)(791)(32)--(3)-(1,557)

Effect of movements in exchange

rates

(87)(48)(106)(6)(221)13(16)(471)

Balance at 30 June 201911,72726,60128,5532,3645,8195,9622,60683,632

Depreciation

Balance at 30 June 2017-(4,921)(10,289)(1,452)(245)(3,528)- (20,435)

Depreciation-(809)(2,170)(223)(65)(913)-(4,180)

Disposals-56552133-711-1,452

Effect of movements in exchange

rates

-(13)(39)(6)(8)(127)-(193)

Balance at 30 June 2018- (5,687)(11,946)(1,548)(318)(3,857)- (23,356)

Depreciation -(1,044)(2,214)(204)(66)(1,028)-(4,556)

Disposals-17220104-634-975

Reclassification to assets held for

sale*

-11031--2-143

Effect of movements in exchange

rates

-1851613(5)-83

Balance at 30 June 2019- (6,586)(13,858)(1,642)(371)(4,254)- (26,711)

Carrying amount

At 30 June 20179,97812,30014,7856205,2001,6291,69446,206

At 30 June 201810,32011,44614,5666845,3082,0123,17247,508

At 30 June 201911,72720,01514,6957225,4481,7082,60656,921

Depreciation charge in the income statement

Depreciation is allocated to cost of sales, selling and marketing expenses, distribution expenses, research and development expenses and

administrative expenses.

* Assets held for sale

As at 30 June 2019, management committed to a plan to sell a site in Timaru, New Zealand. The site had a net book value of $1,414,000

immediately before the initial classification to being held for sale. There were no impairment losses incurred as part of this initial classification.

The site is being actively marketed for sale.

NOTES TO THE FINANCIAL STATEMENTS

12. DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)

Movement in temporary differences during the year

2019

In thousands of New Zealand dollars

Balance

1 July 2018

Recognised

in the income

statement

Recognised in other

comprehensive

income

Recognised on

Acquisition

(Note 5)

Balance

30 June 2019

Property, plant & equipment(1,099)57--(1,042)

Biological assets(584)187--(397)

Inventories2,1551,524-(1,076)2,603

Derivatives85552(243)-664

Investments871(777)--94

Other items78715--802

Tax loss carry-forwards72,861--2,868

Tax credit carry-forwards-249--249

Total2,9924,168(243)(1,076)5,841

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

In thousands of New Zealand dollars

20192018

Tax loss carry-forwards1,4451,485

Intangible assets893930

Total2,3382,415

The tax loss carry-forwards do not expire under current tax legislation.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P22Comvita Financial Statements 2019 - P23
14. INTANGIBLE ASSETS AND GOODWILL

In thousands of New Zealand dollars

GoodwillBrands,

patents,

trademarks

SoftwareTotal

Cost

Balance at 30 June 201727,8126,0019,73643,549

Additions

-317476793

Disposals

-(179)(311)(490)

Effect of movements in exchange rates

6641927710

Balance at 30 June 2018

28,4766,1589,92844,562

Additions

-201341542

Additions - Business combinations

26,962-3726,999

Impairment

(19,825)-- (19,825)

Disposals

-(50)(272)(322)

Effect of movements in exchange rates

(559)(22)(7)(588)

Balance at 30 June 2019

35,0546,28710,02751,368

Amortisation

Balance at 30 June 2017-

(3,810)(5,688)(9,498)

Amortisation -

(279)(1,723)(2,002)

Disposals-

64311375

Effect of movements in exchange rates-

(19)(21)(40)

Balance at 30 June 2018-

(4,044)(7,121)(11,165)

Amortisation -

(189)(1,676)(1,865)

Disposals-

40269309

Effect of movements in exchange rates-

23730

Balance at 30 June 2019-

(4,170)(8,521)(12,691)

Carrying Amount

At 30 June 201727,8122,1914,04834,051

At 30 June 201828,4762,1142,80733,397

At 30 June 201935,0542,1171,50638,677

Amortisation charge in the income statement

Amortisation is allocated to cost of sales, selling and marketing expenses, distribution expenses, research and development expenses

and administrative expenses.

NOTES TO THE FINANCIAL STATEMENTS

14. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Impairment testing for cash-generating units containing goodwill (CGU)

For the purpose of impairment testing, goodwill is allocated to the Group’s CGUs which represent the lowest level within the Group at

which the goodwill is monitored for internal management purposes.

The aggregate carrying amounts of goodwill allocated to each CGU are as follows:

In thousands of New Zealand dollars

Segment

(Note 4)

2019

30 June

2018

30 June

ChinaChina25,286-

Australia Australia-16,241

Hong Kong Asia7,9347,924

United KingdomEurope-2,052

Apiaries1,7661,901

Other68358

Total goodwill

35,05428,476

Following recent unfavourable honey seasons and the interim conclusions drawn from the current strategic review, impairment

of goodwill has been recognised in the Apiary, Australia and United Kingdom CGU’s. The remaining goodwill in the Apiaries CGU

relates to an acquisition on 1 April 2019.

Comvita China was acquired on 31 May 2019 and an independent valuation was performed to determine the fair value of the

acquired entity at the acquisition date. The valuation methodology utilised by the independent valuation expert included the

discounted cashflow method (an income approach) and a market approach. Refer Note 5 for details of acquisition accounting.

Value in use was determined by discounting the future cash flows generated from the continuing use of the unit and were based on

the following key assumptions:

2019

30 June

2018

30 June

Anticipated annual revenue growth included in the cash flow projections for the combined CGU’s

(normalised) for the years 2020 to 2024(21%) to 42%(22%) to 71%

Post tax discount rate

8.9% to 12.2%10.3%

Discount rate based on the average weighted cost of capital which was based on debt

leveraging of

20%20%

- at a cost of debt rate of:

3.8%3.8%

Terminal growth rate applied beyond June 20242.0%3.0%

Cash flows were projected on actual operating results, the 30 June 2020 budget and business plan.

Sensitivity to changes in assumptions - Hong Kong CGU

In thousands of New Zealand dollars

2019

30 June

2018

30 June

The recoverable amount of the CGU exceeds its carrying amount by

20,83734,433

If projected Earnings before Interest and Tax (EBIT) is reduced by 10% year on year,

it changes the amount the recoverable amount exceeds its carrying amount to

17,45429,989

The post tax discount rate for the recoverable amount to equal carrying amount is

calculated at

28.1%31.2%


NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P24Comvita Financial Statements 2019 - P25
15. BIOLOGICAL ASSETS

Total

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Bees3,0103,641

Breeder Queens532-

Olive Leaf506690

Total biological assets4,0484,331

Bees

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Balance at beginning of the year3,6413,578

Decrease due to sales(142)(6)

Net movement in operational hives(489)69

Balance at the end of the year3,0103,641

Number of operational hives

Balance at beginning of the year27,37926,896

Decrease due to sales(1,070)(41)

Net movement in operational hives

(3,681)524

Balance at the end of the year

22,62827,379

The Group is exposed to a number of risks related to owning bees, primarily the risk of damage from climatic changes and diseases.

The Group has processes in place aimed at monitoring and mitigating those risks, through hiring of experienced bee keepers, the

intensive maintenance of bee hives and disease prevention programmes.

Fair value hierarchy

The Group’s bees are level 3 on the fair value hierarchy, being calculations for which inputs are not based on observable market data

(unobservable inputs).

As the bee hives are continually regenerating the fair value assigned to a hive is on a $ per kg basis, plus queen and brood. The value

attributed to these quantities has been sourced from the Ministry of Primary Industries. The value per hive is $133 (2018: $133).

16. INVESTMENTS

In thousands of New Zealand dollars

Note2019

30 June

2018

30 June

Equity accounted investees16b9,75530,621

Investment in listed shares16g822-

Investment in convertible loan note 16g1,818-

Investment in unlisted shares88

Total investments12,40330,629

NOTES TO THE FINANCIAL STATEMENTS

16. INVESTMENTS (CONTINUED)

Equity Accounted Investees (EAI)

(a) Investments in Equity Accounted Investees comprises:

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal

Activity

Kaimanawa Honey Limited Partnership

New Zealand50%30 JuneApiary

Makino Station Limited

New Zealand50%30 JuneApiary and land ownership

Nga Pi Honey Limited

New Zealand33%30 JuneApiary

Putake Group Holdings Limited

New Zealand50%30 June Apiary

Manuka Research Partnership Limited

New Zealand31.77%30 June Research and development

Medibee Pty Limited

Australia50%30 June Apiary

Apiter S.A

Uruguay20%31 July

Manufacturing, selling and

distribution

Derecognition of Equity Accounted Investees

Reclassified to investment effective 17 May 2019

SeaDragon Limited

New Zealand8.5%31 MarchFish oil production

Acquisition achieved in stages

Comvita China, consisting of the two entities:

Comvita Food (China) Limited

China

51% (100%

from 31 May 19)

31 DecemberSelling and distribution

Comvita China Limited

Hong Kong

51% (100%

from 31 May 19)

31 DecemberSelling and distribution


(b) Carrying value of Investments in Equity Accounted Investees

In thousands of New Zealand dollars

Note20192018

Balance at 1 July 30,62114,155

Acquisitions – Apiter S.A.

16c9,048-

Acquisitions – Comvita China

-16,424

Acquisitions – Other

-269

Dividend

(519)(262)

Impairment*

(2,401)(681)

Share of profit

4481,921

Other movements

(22)(1,205)

Derecognition of EAI - China

5(26,711)-

Derecognition of EAI - SeaDragon

16g(709)-

Balance at 30 June

9,75530,621

*The main component of the impairment expense relates to a $2,300,000 impairment of the Putake Group Holdings Limited investment.

This investment has been impacted by recent unfavourable honey seasons and changes in the MPI definition of Manuka Honey.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P26Comvita Financial Statements 2019 - P27
16. INVESTMENTS (CONTINUED)

(c) Apiter S.A.

In thousands of New Zealand dollars

2019

Consideration in cash6,394

Consideration in shares

885

Professional fees capitalised to investment

118

Deferred consideration

1,651

Carrying value of investment on acquisition

9,048

Less: Share of net assets acquired

(2,938)

Goodwill

6,110

On 3 July 2018, the Company acquired a 20% shareholding in Apiter S.A. The consideration for this investment was USD $4,447,000 in

cash (NZD $6,394,000) and 154,686 shares valued at USD$600,000 (NZD $885,000), which was issued from Treasury Stock.

The Company could be required to pay an additional USD$1,115,000 (NZD $1,651,000) if certain earn out conditions are met. This has been

included in the carrying value of the investment and USD$781,000 (NZD $1,167,000) has been recognised as a liability at 30 June 2019,

with one earnout reversed through the Income Statement as it is no longer considered probable at 30 June 2019.

(d) Loans to equity accounted investees

In thousands of New Zealand dollars

Note2019

30 June

Loan receivable

2018

30 June

Loan receivable

2019

12 months

Interest income

2019

30 June

Interest Receivable

Kaimanawa

1,1331,128--

Putake

875550--

Makino

3,8153,548191481

SeaDragon - convertible note

-3,000241-

Medibee

2,4692,302--

Nga Pi Honey

252252--

Comvita China

-10--

Apiter S.A

575-144

Total 20

9,11910,790446485

All loans to equity accounted investees are repayable on demand.

SeaDragon Limited

With the application of the new accounting standard NZIFRS 9 Financial Instruments on 1 July 2018, the SeaDragon convertible loan notes

have been reclassified from a loan recognised at amortised cost with an embedded derivative, to FVPL financial asset, see note 16g.

Medibee Apiaries Limited

Medibee Apiaries has a funding arrangement with HSBC and Comvita Limited has signed a several guarantee for its share of the facility,

which is AUD $10 million.

NOTES TO THE FINANCIAL STATEMENTS

16. INVESTMENTS (CONTINUED)

(e) Loans to related parties

In thousands of New Zealand dollars

Note2019

30 June

Loan receivable

2018

30 June

Loan receivable

2019

12 months

Interest income

2019

30 June

Interest Receivable

Gan Enterprises Ltd (Nga Pi)

567567364

Casa Base Trustees (Putake)

6396033674

Total 20

1,2061,1707278

(f) Transactions with equity accounted investees

In thousands of New Zealand dollars

Sale of goods and servicesPurchases of goods and service

Transaction valueBalance due fromTransaction valueBalance owing to

2019

Comvita China *12,560

---

Kaimanawa2,013

4432,551-

Makino 210

-674338

Nga Pi Honey 28

16572-

Putake27

-35134

Medibee-

-553-

SeaDragon *39

---

Apiter S.A13

-3,464-

2018

Comvita China 21,422

14,155--

Kaimanawa2,372

5192,271-

Makino -

-65141

Nga Pi Honey 18

1781-

Putake25

231,149331

Medibee-

-613-

SeaDragon 14

---

* Transactions included for the period while the investment was still recognised as an EAI.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P28Comvita Financial Statements 2019 - P29
16. INVESTMENTS (CONTINUED)

(g) SeaDragon - Investment in listed shares and convertible loan note

2019

30 June

2018

30 June

Asset classification

Note

Investment in listed sharesEquity accounted investee

16-1,644

FVOCI investment

16822-

Convertible loan noteSundry receivable

16d-3,000

Embedded derivative

17-1

FVOCI investment

161,818-

Options Derivative

171921

Listed shares

The Company holds 410,987,830 shares (2018: 410,987,830 shares) in SeaDragon Limited. Comvita no longer had significant influence over

SeaDragon Limited from 17 May 2019, therefore equity accounting was discontinued from that date. From 17 May 2019, the investment

in listed shares is classified as equity securities at FVOCI because these equity securities represent investments that the Group intends to

hold for the long term for strategic purposes.

Convertible loan note

The convertible loan notes issued to SeaDragon at 30 June 2019 total $3,000,000 (30 June 2018: $3,000,000).

Adoption of NZ IFRS 9 Financial Instruments

On adoption of NZ IFRS 9, embedded derivatives can no longer be separated from the host contract and therefore the convertible loan

notes have been classified as Fair value through the Profit or Loss. The Group determines Level 3 fair value for the loan note. The fair

value using this method is not materially different to the carrying value of the convertible loan notes at 30 June 2018 and therefore no

adjustment has been made on adoption of the new standard. The convertible loan notes have been reclassified from Sundry Receivables to

Derivative Assets.

New Agreements signed

A Deed of Amendment and Restatement signed on 3 July 2018 and approved by SeaDragon shareholders on 8 August 2018 extended the

expiry date of the convertible loan notes to 31 March 2020 and adjusted the conversion price to $0.0033. The convertible loan notes now

mature by mandatory conversion to ordinary shares, unless an event of default subsists at maturity time. SeaDragon has the opportunity

to repay the convertible loan notes prior to maturity however given SeaDragon’s current position, and the short term nature of the

convertible loan notes, it is unlikely that the company could, or would wish to repay the convertible loan notes.

As the terms of the convertible loan notes have changed substantially from the date the Shareholders approved the Agreements, the

convertible loan notes have been derecognised and the new instrument recognised. The net movement has been shown in the profit or loss.

A Deed of Acknowledgement and Agreement signed on 1 April 2019 and approved by SeaDragon shareholders on 17 May 2019 removed

the interest component of all convertible loan notes from 1 April 2019 onwards. From this date, the asset is considered to be an equity

instrument and has been reclassified from FVPL to FVOCI.

The Group determines Level 2 fair value for the convertible loan notes. Inputs include the share price (a Level 1 input).

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

17. DERIVATIVES

The table below analyses financial instruments carried at fair value, by valuation method. They are all level 2 on the fair value hierarchy, as

they include inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices)

or indirectly (i.e., derived from prices). There have been no transfers between levels in either direction during the period.

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Derivatives – SeaDragon (Note 16g and table below)1922

Derivatives – assets (designated at fair value through the income statement)-184

Total assets192186

Derivatives – liabilities (hedging instrument)(2,420)(3,368)

Total liabilities(2,420)(3,368)

Derivatives – assets and liabilities (hedged) and designated at fair value through the income statement

The Group’s Level 2 fair values for simple over-the-counter derivative financial instruments are based on broker quotes. Those quotes

are tested for reasonableness by discounting expected future cash flows using market interest rate for a similar instrument at the

measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the

Group entity and counterparty when appropriate.

Derivatives – designated at fair value through the income statement – SeaDragon options

The Group determines Level 2 fair value through the application of the Binomial Model (2018: Binomial Model). Inputs include, the share

price (a Level 1 input), risk free rate of the remaining life of the warrant, and the volatility of the share price.

In thousands of New Zealand dollars

Number of

shares

Strike PriceExpiry dateExpected

volatility

Risk free

rate

Value at 30

June 2019

Value at 30

June 2018

Options909,090,909$0.003331-03-202075%2.49%1921

The Deed of Amendment and Restatement signed on 3 July 2018 and approved by SeaDragon Shareholders on 8 August 2018 extended

the expiry date of the options to 31 March 2020 and adjusted the strike price to $0.0033.

18. INVENTORY

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Raw materials83,99689,273

Work in progress1,8542,866

Finished goods48,20225,980

Provision (1,860)(1,627)

Total inventory132,192116,492

Additional finished goods in the current year primarily relates to consolidation of Comvita China.

Comvita Financial Statements 2019 - P30Comvita Financial Statements 2019 - P31
19. TRADE RECEIVABLES

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Trade receivables 30,87855,813

Total trade receivables30,87855,813

The status of trade receivables at the reporting date is as follows:

In thousands of New Zealand dollars

Gross receivable

2019

Impairment

2019

Gross receivable

2018

Impairment

2018

Not past due23,521-39,608-

Past due 0-30 days5,279-5,987-

Past due 31-60 days807(4)1,597(40)

Past due 61-365 days1,460(237)4,834(42)

Past due > 365 days105(53)3,869-

Total31,172(294)55,895(82)

The Company has not renegotiated the terms of any financial assets which would result in the carrying amount no longer being past due or

avoid a possible past due status.

Credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk for trade

receivables at the reporting date by geographic region was:

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Australia5,07317,578

China6,00220,943

New Zealand10,3619,985

United States6,2692,558

United Kingdom1,2621,460

Hong Kong9911,072

Other regions9202,217

Total30,87855,813

20. SUNDRY RECEIVABLES

In thousands of New Zealand dollars

Note2019

30 June

2018

30 June

Loans to equity accounted investees16d9,11910,790

Loan receivable – related parties16e1,2061,170

Prepayments 3,3934,924

Other receivables2,5714,967

Total sundry receivables16,28921,851

NOTES TO THE FINANCIAL STATEMENTS

21. EMPLOYEE BENEFITS

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Annual leave1,6931,632

Performance accrual 1,9761,961

Accrued wages and salaries372455

Total current employee benefits4,0414,048

Long service leave (non-current)446407

Total employee benefits4,4874,455

22. TRADE AND OTHER PAYABLES

In thousands of New Zealand dollars

Note2019

30 June

2018

30 June

Trade creditors14,11314,438

Accruals9,5978,424

Business combination consideration payable4,506-

Contingent consideration – equity accounted investees16c1,167-

Due to directors8876

Total trade and other payables29,47122,938

23. CAPITAL AND RESERVES

Ordinary and partly paid redeemable share capital

In thousands of shares

2019

30 June

2018

30 June

Note

On issue at beginning of the year45,16342,005

Supplier share scheme shares issued2646

Share issue – Comvita China acquisition54,0502,830

Share issue – Apiter acquisition16c155-

Issued to members of executive share scheme27a144282

Issued to employee share purchase scheme17-

Ordinary shares on issue at end of the year49,55545,163

Closing partly paid shares27a2,0282,057

Total shares including part paid at end of the year51,58347,220

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P32Comvita Financial Statements 2019 - P33
23. CAPITAL AND RESERVES (CONTINUED)

Treasury Stock

In thousands of shares

2019

30 June

2018

30 June

Treasury stock at beginning of the year408454

Issued – Apiter S.A. acquisition(155)-

Supplier Partnership Group Share Scheme(26)(46)

Total treasury stock at end of the year227408

Ordinary shares

All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as

declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard

to the Company’s residual assets.

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of

foreign operations.

Hedging reserve

The hedging reserve comprises the cumulative change in the fair value of cash flow hedging instruments related to hedged

transactions that have not yet occurred.

Dividends

The following dividends were declared and paid by the Group:

In thousands of New Zealand dollars

2019

30 June

2018

30 June

$0.02 per ordinary share in September 2018918-

$0.04 per ordinary share in March 2018-1,845

Total 9181,845

Capital management

The Group’s capital includes share capital, reserves and retained earnings. The Board’s policy is to maintain a strong capital base

so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of

Directors monitors the geographic spread of shareholders, as well as the return on capital.

Public share offerings and private offerings are made, where applicable. This and acquisitions are key to ensuring the future

development of the business.

The Board has an employee share purchase scheme and an executive employee share scheme to ensure the employees hold an

investment in the Group. The Board has also implemented a Supplier Group Share Scheme to assist in security of raw material

honey supply.

Other than the banking requirements, neither the Company nor any of its subsidiaries are subject to externally imposed capital

requirements.

NOTES TO THE FINANCIAL STATEMENTS

24. EARNINGS PER SHARE

Basic earnings per share - weighted average number of ordinary shares

In thousands of shares

2019

30 June

2018

30 June

Issued ordinary shares at beginning of year45,16442,005

Effect of shares issued during the year1,1382,976

Weighted average number of ordinary shares at the end of the year46,30244,981

Basic earnings per share (NZ cents)(61.05)18.25

Diluted earnings per share - weighted average number of ordinary shares

(diluted)

In thousands of shares

Weighted average number of ordinary shares (basic)46,30244,981

Effect of share entitlements issued 301,215

Weighted average number of diluted shares at end of the year46,33246,196

Diluted earnings per share (NZ cents)(61.05)17.77

25. LOANS AND BORROWINGS

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings.

Terms and debt repayment schedule

In thousands of New Zealand dollars

Facility

Local

Currency

CurrencyNominal

Interest rate

MaturityCarrying

Amount

Carrying

Amount

20192018

Secured bank loan – Westpac NZ44,000NZD3.80%Dec 202044,00044,000

Multi option credit line – Westpac NZ66,300NZD3.11%Dec 202055,25052,700

Total borrowings110,30099,25096,700

Less current portion of borrowings--

Borrowings – Non current99,25096,700

Covenants and security

The Group was in compliance with all banking covenants during the year and as at 30 June 2019. All debt with Westpac New Zealand

Limited is secured by way of registered first and exclusive Composite Debentures and a General Security Agreement, cross collateralised,

over all the assets, undertakings and uncalled capital of all Charging Group companies and an interlocking supported guarantee between

all Charging Group companies.

“Charging Group” - Comvita Limited, Comvita New Zealand Limited, Comvita Holdings Pty Limited, Comvita Australia Pty Limited,

Comvita Holdings UK Limited and Comvita UK Limited.

Net debt

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Cash10,314 4,947

Less Debt – Non-Current(99,250) (96,700)

Net Debt(88,936)(91,753)

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P34Comvita Financial Statements 2019 - P35
25. LOANS AND BORROWINGS (CONTINUED)

Interest rate risk

At reporting date the interest rate profile of the Group’s interest-bearing financial instruments is the balances of the loans on page 33.

The Group has a policy of ensuring that its exposure to interest rates for borrowings is managed. Interest rate swaps have been entered

into to achieve an appropriate mix of fixed and floating rate exposure with the Group’s policy.

Sensitivity analysis

In managing interest rate risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the

longer-term, however, permanent changes in interest rates will have an impact on profit. At 30 June 2019 it is estimated that a general

increase of one percentage point in interest rates would decrease the Group’s profit before income tax by approximately $718,000

(30 June 2018: $405,000).

Other Facilities

Overdraft schedule

In thousands of New Zealand dollars

Facility Local

Currency

CurrencyInterest rate

2019

Interest rate

2018

Overdraft facility NZD – Westpac NZ750NZD8.35%9.64%

Overdraft facility GBP – Westpac NZ1,650GBP8.35%9.64%

Overdraft facility YEN – Westpac NZ500JPY8.35% 9.64%

The balance drawn on each of these at 30 June 2019 is nil (2018: nil).

NOTES TO THE FINANCIAL STATEMENTS

26. RECONCILIATION OF THE PROFIT FOR THE PERIOD WITH THE NET CASH FROM

OPERATING ACTIVITIES

In thousands of New Zealand dollars

Note

2019

30 June

2018

30 June

(Loss)/Profit for the period(27,717)8,211

Adjustments for:

Depreciation134,5564,180

Amortisation 141,8652,002

(Gain)/loss on disposal of property, plant & equipment(62)(125)

Share based payments9678730

Fair value loss/(gain) in biological assets 10652(65)

Net loss/(gain) on fair value of derivatives – SeaDragon options89911,122

Interest income from investing activities(518)(618)

Net (loss)/gain on fair value of derivatives 8-(184)

Gain on deemed sale of 51% of Comvita China 7(4,055)-

Equity accounted investees – profit elimination movement4(1,623)1,623

Share of (profit)/loss equity accounted investees 16b(448)(1,921)

Impairment – goodwill1419,825-

Impairment – equity accounted associates16b2,401681

Change in fair value of contingent consideration(484)(750)

Other (123)115

Profit adjusted for non-cash items(4,062)15,001

Change in trade payables relating to investing activities(5,243)25

Changes in sundry receivables related to shares(11)291

Change in sundry receivables related to investing activities-2,218

Change in working capital items from foreign currency translation reserve(1,156)970

Foreign investor tax credits1018

Change related to business combination15,086-

Change in inventories(15,700)(28,636)

Change in trade receivables24,935(11,800)

Change in sundry debtors and prepayments3,926(6,143)

Change in trade and other payables6,5333,850

Change in employee benefits3396

Change in tax payable(806)2,145

Change in deferred tax liability(2,850)(843)

Movement of deferred tax in equity306490

Foreign currency reserve85200

Net cash from operating activities21,086(22,118)

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P36Comvita Financial Statements 2019 - P37
27. EMPLOYEE SHARE SCHEMES

(a) Executive share scheme

Comvita Limited has an Executive Employee Share Scheme called the Comvita Limited Partly Paid Share Scheme (“The Scheme”). The

Scheme is designed to provide key employees with an opportunity to benefit from share price growth. A summary of the key points of

the Scheme are as follows:

• Comvita will periodically offer the rights to acquire a certain number of ordinary shares to key employees. The issue price of the

shares will be at fair value.

• When the offer is accepted Comvita will issue the shares to the Scheme Trustee (Comvita Share Scheme Trustee Limited, which is

a subsidiary Company) who will hold the shares on the employees behalf.

• The employee will pay 1 cent for each share at issue date. The partly paid shares will carry entitlements to voting rights, dividend

rights and rights to share in surplus assets of Comvita to the extent that they are paid up.

• The release of shares are subject to a share price hurdle threshold being met as described in the Scheme and certain vesting

conditions, primarily ongoing service to the Group, and insider trading legislation and other applicable laws.

• On transfer the employee has to pay up the balance of the released shares. If the share price hurdle applicable to any shares is not

met on or before each of their respective anniversary dates, the employee will not be able to pay up the balance of the released

shares and they will receive back the initial payment for those shares not released and the associated shares are forfeited.

Entitlements on issue at

In thousands

30 June 201930 June 2018

Number of

entitlements

Weighted

average

exercise price

Number of

entitlements

Weighted

average

exercise price

Entitlements outstanding at beginning of year2,0577.672,3397.20

Entitlements granted during the year5786.33--

Entitlements forfeited during the year(463)7.44--

Entitlements converted to ordinary shares

(Note 23)

(144)3.67(282)3.78

Entitlements outstanding at end of year2,0287.592,0577.67

There are 53 (2018: 63) employees in the scheme. The number of entitlements at 30 June 2019 is 3.9% (30 June 2018: 4.3%) of total

shares.

Fair Value of Share rights granted

The Group’s share based payments are level 2 on the fair value hierarchy, involving a combination of quoted (the Company’s share price)

and unquoted prices. The fair value of services received in return for share entitlements granted to employees is measured by reference

to the fair value of shares. The estimate of the fair value of the services received is measured based on a Monte Carlo simulation model.

Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted

average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of

the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest

rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into

account in determining fair value.

NOTES TO THE FINANCIAL STATEMENTS

27. EXECUTIVE SHARE SCHEME (CONTINUED)

Fair value of share entitlements and assumptions

Issue Date 5-Sep-1417-Aug-1518-Nov-1530-Sep-201630-Jun-20178-Oct-18

Entitlements issued (number)772,500544,000208,750801,250582,500577,500

Entitlements on hand (at 30 June 2019)-171,87594,375641,250542,500577,500

Fair value at measurement date$0.59$0.95$1.21$1.26$1.59$1.08

Share price at grant date$3.65$5.75$8.18$11.30$5.80$6.00

Grant date5-Sep-1417-Aug-1518-Nov-1530-Sep-1630-Jun-178-Oct-18

Exercise price$3.67$5.45$7.77$11.08$5.60$6.33

Expected price volatility35.3%27.0%25.8%23.7%52.6%34.2%

Share life (weighted average life of each

tranche)

2-4 years2-4 years2-4 years2-4 years2-4 years2-4 years

Expected dividend yield4.20%2.78%2.26%2.73%3.26%1.02%

Risk-free interest rate 4.09%2.69%2.57%1.87%1.81%1.88%


The expected volatility is based on analysing the historic volatility (calculated based on the weighted average remaining life of the share

entitlements), adjusted for any expected changes to future volatility due to publicly available information. Share entitlements are granted

under a service condition. Such conditions are not taken into account in the grant date fair value measurement of the services received. The

grants in relation to key management personnel also contain a market condition relating to a share price hurdle. This condition has been

taken into account in the grant date fair value measurement of the services received.

Movement of entitlements on issue

Movements in the number of shares outstanding under the scheme are as below:

Year ended 30 June 2019

In thousands

Grant

date

Expiry

date

Exercise

price

Forecast

share price

hurdle at

30 June

2019*

Balance at

start of yearGranted

Exercised

during year

Forfeited

during year

Rolled

to next

anniversary

Balance

at end of

the year

05-Sep-1405-Sep-183.67- 148 -(144)(4)--

17-Aug-1517-Aug-185.45- 279 --(186)(93) -

17-Aug-1517-Aug-195.457.80 93 --(14)93 172

18-Nov-1518-Nov-187.77- 142 --(71)(71) -

18-Nov-1518-Nov-197.7711.25 47 --(24) 71 94

30-Sep-1630-Sep-1811.08- 383 --(62)(321) -

30-Sep-1630-Sep-1911.0814.86 191 - -(31)321 481

30-Sep-1630-Sep-2011.0816.24 192 - -(31)- 161

30-Jun-1730-Jun-195.606.75 291 - -(20)(271) -

30-Jun-1730-Jun-205.607.39 146 - -(10)271 407

30-Jun-1730-Jun-215.607.97146 - -(10)- 136

08-Oct-1808-Oct-206.337.65- 289 ---289

08-Oct-1808-Oct-216.338.25- 144 ---144

08-Oct-1808-Oct-226.338.91- 144 ---144

Total 2,058577(144)(463)- 2,028

There are no entitlements exercisable at the end of the year.

* The forecast share price hurdle calculation can change based on the WACC percentage used and future dividends paid.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P38Comvita Financial Statements 2019 - P39
27. EXECUTIVE SHARE SCHEME (CONTINUED)

(b) Staff share scheme

Employees who have served continuously with the Company for a period of at least 12 months, are given the opportunity to subscribe

for ordinary shares in the Company from time to time. An interest free loan is advanced by the Company not exceeding $2,340,

repayable over three years.

20192018

Employees in the scheme7565

Number of shares held30,91123,646

% of share capital0.06%0.05%

28. FINANCIAL INSTRUMENTS

Overview

Exposure to credit, liquidity and market risks arises in the normal course of the Company’s business.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for

measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these

financial statements.

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Audit and Risk Committee is designated to develop and monitor the Group’s risk management policies. The committee reports

regularly to the Board of Directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits

and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect

changes in market conditions and the Group’s activities. The Group through its training and management standards and processes

aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations, and arises principally from the Group’s receivables from customers. As the counterparty of financial instruments is

Westpac New Zealand Limited, it is considered there is minimal credit risk.

The majority of revenue is generated from retailers and consumers and there is no geographical concentration of credit risk. In order to

determine which customers are classified as having payment difficulties, the Group applies a mix of duration and frequency of default.

Trade receivables aging are monitored on a monthly basis and the Company does not require collateral in respect of trade and other

receivables, however Personal Guarantees are obtained where the Company considers it is appropriate.

The Board has approved a credit policy under which new customers are analysed individually for credit worthiness before the Group’s

standard payment terms and conditions are offered. The Group’s review includes reviewing references. Customers that fail to meet

the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.

Where possible, our interest in goods sold are subject to retention of title clauses and a security interest is registered on the Personal

Property Securities Register (PPSR), so that in the event of non-payment the Group may have a secured claim.

The Group’s policy is to provide financial guarantees only to subsidiaries and equity accounted investees.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its financial obligations as they fall due. The Group’s approach to managing

liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the Group’s reputation.

Due to the seasonal nature of raw materials supply the Group has credit lines in place to cover timing differences to offset the

mismatch of receipts and payments. The borrowings are by way of overdraft and committed credit facilities.

NOTES TO THE FINANCIAL STATEMENTS

28. FINANCIAL INSTRUMENTS (CONTINUED)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s

income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market

risk exposures within acceptable parameters while optimising return on risk. The Group buys and sells derivatives, and also incurs financial

liabilities in order to manage market risks. All transactions are carried out within the Treasury Policy guidelines set by the Board of

Directors. Generally the Group seeks to apply hedge accounting in order to manage volatility in the income statement.

Currency risk

The Group is exposed to currency risk on sales that are denominated in a currency other than its functional currency, the New Zealand

Dollar. The currencies in which transactions are primarily denominated are United States Dollars, Japanese Yen, Australian Dollars, Hong

Kong Dollars, British Pounds and Chinese Yuan.

The Group hedges are based on net foreign currency receipts. At any point in time the Group hedges between 40% to 100% of its

estimated foreign currency exposure in respect of net cash receipts expected to be received over the following 12 months. The Group uses a

mixture of forward exchange contracts, collars and options to hedge its currency risk, most with a maturity of less than one year from the

reporting date. When necessary, forward exchange contracts are rolled over at maturity.

Liquidity risk

The following table sets out the contractual maturities of financial liabilities including interest payments and derivatives:

In thousands of New Zealand dollars

Stmt of

financial

position

Contractual

cash flows

6 months

or less

6-12

months

1-2 years2-5 years5-10 years

2019

Non-derivative financial liabilities

Secured bank loans (99,250)(105,227)(1,695)(1,695)(101,837)--

Trade and other payables(29,471)(29,471)(29,471)----

Total non-derivative liabilities(128,721)(134,698)(31,166)(1,695)(101,837)--

Derivatives

Inflow-27,02917,6818,547367433-

Outflow(2,420)(29,329)(18,336)(8,914)(939)(1,141)-

Total(2,420)(2,300)(655)(367)(572)(708)-

2018

Secured bank loans (96,700)(103,174)(1,662)(1,662)(55,449)(44,402)-

Trade and other payables(22,938)(22,938)(22,938)- - --

Total non-derivative liabilities(119,638)(126,112)(24,600)(1,662)(55,449)(44,402)-

Derivatives

Inflow18442,24331,0019,96156861894

Outflow(3,368)(46,306)(32,338)(10,800)(1,384)(1,546)(237)

Total(3,184)(4,063)(1,337)(839)(816)(928)(143)


NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P40Comvita Financial Statements 2019 - P41
28. FINANCIAL INSTRUMENTS (CONTINUED)

Currency risk

In thousands of New Zealand dollars

Group

2019

CNYAUDGBPHKDUSDOther

Trade receivables6,0025,0731,2629916,269920

Trade and other payables(2,050)(1,530)(570)(815)(1,630)(513)

Gross statement of financial position exposure3,9523,5436921764,639407

Forward exchange contracts (local currency)-2,8201,31729,2507,359-

2018

AUDGBPHKDUSDOther

Trade receivables17,5781,4601,0722,5582,216

Trade and other payables(2,298) (851)(667)(1,210)(412)

Gross statement of financial position exposure15,2806094051,3481,804

Forward exchange contracts (local currency)7,4951,77530,50014,100-

Sensitivity analysis

A 20 percent strengthening and 20% weakening of the NZD against the following currencies at 30 June would have changed the asset

or liability values in the statement of financial position at 30 June through a change in equity and the income statement by the amounts

shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2019 assumes a

20 percent (30 June 2018: 20 percent) strengthening and weakening of the NZD.

2019201920182018

EquityIncome statementEquityIncome statement

+20%-20%+20%-20%+20%-20%+20%-20%

AUD491(737)--1,361(2,042)--

GBP461(692)--582(875)--

USD1,806(2,706)--996(1,494)--

HKD921(1,380)--951(1,428)--

JPY581(874)--526(793)--

Classification and Fair Values

The carrying amount of all assets and liabilities reflects the fair value. They are classified as follows:

ClassificationAsset or liability

Amortised costTrade and other receivables, cash and cash equivalents, trade and other

payables, loans and borrowings

Fair value through profit and or lossDerivatives

Fair value through OCIOther investments

NOTES TO THE FINANCIAL STATEMENTS

29. RELATED PARTIES

Transactions with key management personnel

The key management personnel consists of the Leadership team of Comvita.

Key management and director compensation comprised:

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Director fees514514

Short term employee benefits2,6632,625

KiwiSaver employer contribution4849

Share based payments 349403

Total3,5743,591

Other transactions with key management personnel

At 30 June 2019 Directors and other key management personnel of the Company control 4.84% (2018: 5.70%) of the voting shares of

the Company.

Other related party transactions

Brett Hewlett received $12,000 in consulting fees for his Executive Director Role (2018: $10,000 related to SeaDragon Directorship).

Other transactions

Craigs Investment Partners Limited are considered to be a related party as Neil Craig is Chairman of both entities. Craigs Investment

Partners Limited manage the Comvita share purchase program (START Scheme) and facilitated the sale of shares in the Executive

Share Scheme (refer Note 27) for some employees. During the year fees paid to Craigs Investment Partners Limited, recognised in

other expenses for mainly secretarial services and custodial fees for securities held in Escrow were $48,000 (2018: $41,000) and

balance due at 30 June of $8,600 (2018: $1,800).

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P42Comvita Financial Statements 2019 - P43
29. RELATED PARTIES (CONTINUED)


Subsidiaries

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal Activity

Comvita New Zealand LimitedNew Zealand100%30 June

Manufacturing and marketing

Medibee LimitedNew Zealand100%30 JuneNot trading

Comvita Taiwan LimitedNew Zealand100%30 JuneNot trading

Bee & Herbal New Zealand LimitedNew Zealand100%30 JuneIP ownership

Apimed Medical Honey LimitedNew Zealand100%30 JuneIP ownership

Comvita Landowner Share Scheme Trustee

Limited

New Zealand100%30 JuneApicultural land owner share

scheme

Kiwi Bee Medical Limited New Zealand100%30 JuneApiary and medical honey

extraction

Jonno Developments LimitedNew Zealand100%30 JuneResearch and development

Kyoto Forests of New Zealand LimitedNew Zealand100% 30 JuneNot trading

Comvita Share Scheme Trustee LimitedNew ZealandManagement

control

30 JuneExecutive employee share

scheme

Comvita USA, Inc USA100%30 JuneSelling and distribution

Comvita Japan Company LimitedJapan100%30 JuneSelling and distribution

Comvita Korea Co Limited Korea100%30 JuneSelling and distribution

Comvita Food (China) LimitedChina100%31 DecemberSelling and distribution

Comvita China LimitedHong Kong100%31 DecemberSelling and distribution

Comvita Holdings HK LimitedHong Kong100%30 JuneHolding Company

Greenlife (New Zealand) Product Limited Hong Kong100%30 JuneNot trading

Comvita HK LimitedHong Kong100%30 JuneSelling and distribution

Comvita Holdings Pty LimitedAustralia100%30 JuneHolding Company

Comvita Australia Pty Limited Australia100%30 JuneManufacturing, selling &

distribution

Olive Leaf Australia Pty LimitedAustralia100% 30 JuneNot trading

Olive Products Australia Pty Limited Australia100%30 JuneProperty ownership

Comvita IP Pty LimitedAustralia100%30 JuneIP ownership

Comvita Health Pty LimitedAustralia100%30 JuneNot trading

Medihoney Pty LimitedAustralia100%30 JuneNot trading

Medihoney (Europe) LimitedUnited Kingdom100%30 JuneNot trading

Comvita Holdings UK LimitedUnited Kingdom100%30 JuneHolding Company

Comvita UK LimitedUnited Kingdom100%30 JuneSelling and distribution

New Zealand Natural Foods LimitedUnited Kingdom100%30 JuneNot trading

NOTES TO THE FINANCIAL STATEMENTS

30. COMMITMENTS

Operating leases as lessee

Non-cancellable operating lease rentals are payable as follows:

In thousands of New Zealand dollars

2019

30 June

2018

30 June

Less than one year5,5154,650

Between one and five years5,0553,986

Greater than five years1915

Total10,5898,651

Operating lease expense in the income statement4,3844,180

The Group leases a number of warehouses, retail stores and administration premises and vehicles under operating leases. The leases

are typically between 1 and 10 years. A number of the leases have options to renew the leases after that period. The Group has a

number of short term land use agreements for hive placements.

Capital commitments

The total capital commitment is $4,500,000 (2018: $6,944,000) and will be paid over the next 3 years. The capital commitment

relates to plantation costs.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2019 - P44Comvita Financial Statements 2019 - P45
Independent auditor’s report

To the Shareholders of Comvita Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Comvita Limited (the

‘Company’) and its subsidiaries (the ‘Group’) on

pages 3 to 43:

i. Present fairly in all material respects the

Group’s financial position as at 30 June 2019 and

its financial performance and cash flows for the

year ended on that date; and

ii. Comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— The consolidated statement of financial

position as at 30 June 2019;

— The consolidated income statement,

statements of comprehensive income,

changes in equity and cash flows for the year

then ended; and

— Notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance

Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board

for Accountants’ Code of Ethics for Professional Accountants (‘IESBA Code’), and we have fulfilled our other ethical responsibilities

in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

Our firm has also provided other services to the Group in relation to taxation services. Subject to certain restrictions, partners and

employees of our firm may also deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Group. These matters have not impaired our independence as auditor of the Group. The firm has no other relationship with,

or interest in, the Group.



Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated

financial statements in the current period. We summarise below those matters and our key audit procedures to address those

matters in order that the Shareholders as a body may better understand the process by which we arrived at our audit opinion. Our

procedures were undertaken in the context of and solely for the purpose of our statutory audit opinion on the consolidated financial

statements as a whole and we do not express discrete opinions on separate elements of the consolidated financial statements.

The key audit matter

Impairment of Non-Current Assets

Refer to the statement of financial position on page 6

and Note 3(j).

The Group has $118.8m of non-current assets. In light of

performance in FY19 and the Group’s net assets exceeding

market capitalisation at 30 June 2019, impairment of non-

current assets is considered to be a key audit matter. This is due

to the significance of the assets and the range of judgemental

assumptions about future performance.

The Group utilises value in use models to determine the

recoverable amount of the Group’s cash generating units (CGU’s),

which is then compared to the CGU’s net assets. In relation to

these models, particular attention was required of:

— The strategic direction of the Group;

— The future cash flows;

— Terminal growth rates; and

— The discount rate applied to those cash flows.

How the matter was addressed in our audit

Our audit procedures included the following, amongst others:

— We assessed the Group’s determination of CGU’s based

on our understanding of the nature of the Group and their

operations, and assessed whether this was consistent with

the internal reporting of the business;

— We assessed the value in use models for each CGU and

whether they are in accordance with the requirements of the

applicable financial reporting standards;

— We evaluated the appropriateness of key assumptions

including terminal growth rates applied and their impact on

estimated future cash flows;

— We involved valuation specialists to challenge key judgements,

which included weighted average cost of capital applied;

— We performed sensitivity analysis on key cash flow forecast

assumptions, including EBITDA, WACC, terminal growth

and capital expenditure levels, to understand the impact of

reasonably possible changes in key assumptions in various

scenarios;

— We compared the calculated recoverable values to the

associated carrying amounts, and assessed whether any

impairment charges were required;

— We have assessed whether the identified impairment has

been applied to the appropriate assets within the affected

CGU;

— We examined conceptually and in detail why net assets

exceeded market capitalisation as at 30 June 2019; and

— We considered the appropriateness, sufficiency, and clarity of

related disclosures included in the Group financial statements.

Refer to Note 5 to the Financial Statements.

During the year the Group acquired Comvita Food (China) Limited

and Comvita China Limited (collectively referred to as Comvita

China). The Group previously owned 51% of Comvita China and

recorded it as an equity accounted investment.

Accounting for business combinations requires management to

make judgements in order to:

Our audit procedures included the following, amongst others:

— We reviewed sale and purchase agreements for the

acquisitions, to gain an understanding of the consideration

transferred, assets and liabilities assumed and timing of

business combination;

— We assessed the relevant facts and challenged the Group’s

assessment of the date at which the business combination

occurred;

— We evaluated the accounting entries to recognise the

previously held interests in Comvita China as a combined

business;

Business Combination - Comvita China

Comvita Financial Statements 2019 - P46Comvita Financial Statements 2019 - P47
The key audit matter

— Measure the fair value of the purchase consideration,

including shares issued by the Company;

— Measure the fair value of previously held interests in Comvita

China;

— Identify and measure the fair value of assets acquired and

liabilities assumed as part of the acquisition; and

— Allocate the purchase price consideration between identifiable

assets, liabilities and goodwill.

The calculations and assumptions underlying the fair value

assessments are both subjective and complex and the fair

values are sensitive to the assumptions adopted. This makes the

business combination accounting a key audit matter.

How the matter was addressed in our audit

— With the assistance of our Valuation and Accounting

specialists, we reviewed and challenged management’s

assessment of the:

— Fair value of the consideration given for the acquisition, in

particular the shares issued by the Company; and

— Fair value of the previously held interest in Comvita

China, in particular the valuation methodology, cash

flow forecasts and discount rates as presented in an

independent valuation commissioned by Comvita.

— We assessed the fair value of assets acquired and liabilities

assumed as determined by the Group and disclosed; and

— We considered the appropriateness of the disclosure of the

business combination in the financial statements against

relevant financial reporting standards

.

Other Information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s financial statements and Annual

Report. Other information includes the Directors’ Declaration, Statutory Information, and Company Directory; and the other information

included in the Annual Report. Our opinion on the consolidated financial statements does not cover any other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained

in the audit or otherwise appears materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have received the statutory information and have

nothing to report in regards to it. The Annual Report is expected to be made available to us after the date of this Independent Auditor’s

Report and we will report the matters identified, if any, to those charged with governance.

Use of this Independent Auditor’s Report

This independent auditor’s report is made solely to the Shareholders as a body. Our audit work has been undertaken so that we might state

to the Shareholders those matters we are required to state to them in the independent auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Shareholders as a body for our audit

work, this independent auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the Group, are responsible for:

— The preparation and fair presentation of the consolidated financial statements in accordance with generally accepted accounting

practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards) and International Financial

Reporting Standards;

— Implementing necessary internal control to enable the preparation of a consolidated set of financial statements that is fairly presented

and free from material misstatement, whether due to fraud or error; and

— Assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless they either intend to liquidate or to cease operations, or have no realistic alternative but to

do so.

Auditor’s Responsibilities for the Audit of the consolidated

financial statements

Our objective is:

— To obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,

whether due to fraud or error; and

— To issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ will always

detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at the External Reporting

Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Trevor Newland.

For and on behalf of

KPMG

Tauranga

22 August 2019

Comvita Financial Statements 2019 - P48Comvita Financial Statements 2019 - P49
Principal activity

The principal activity of the Company is that of manufacturing and marketing quality natural health products.

Dividend

A final dividend for the year ended 30 June 2018 was paid on 28 September 2018 at $0.02 per share.

Directors

In accordance with the constitution, all directors will continue in office, until the 2019 Annual Meeting, when two directors will retire by

rotation.

Directors’ remuneration for the year ended 30 June 2019

In thousands of New Zealand dollars

FeeOtherTotal

N.J Craig

124-124

L.N.E Bunt

83-83

S.J Kennedy

64-64

M.J Denyer

83-83

B Hewlett

691281

P Reid

64-64

X Wang (retired 02 April 2019)

27-27

Total

51412526

INTERESTS REGISTER

Directors have disclosed the following directorships held by them excluding family companies and companies with no association to their

appointment as director of the Company or any companies in the Group:

STATUTORY INFORM ATION

N.J Craig

Director & Chairman - Craigs Investment Partners

Director & Chairman - Comvita Limited

Director & Chairman - Pohutukawa Private Equity Limited

Director – Comvita New Zealand Limited

Director – New Zealand Cricket

Director - Hendry Nominees Limited

Director – AGInvest Holdings Limited

Director – Deutsche Craigs Limited

M.J Denyer

Director - Comvita Limited

Director – Comvita New Zealand Limited

Director – Comvita Limited Share Scheme Trustee Limited

Director – Rockit Global Limited

P.R.T Reid

Director & Chairman - Figured Limited

Director & Chairman – Volpara Health Technologies Limited

Director – Pukeko Pictures GP Limited

Director - Comvita Limited

Director – The Equanut Company Limited

Director – Christchurch International Airport Limited

Director – Software Education Holdings Limited

(ceased 31 March 2019)

S.J Kennedy

Director - Comvita Limited

Director – SJK Consulting Limited

Director – Lifestream International Limited

Director – Lanaco Limited

L.N.E Bunt

Director – Comvita Limited

B.D Hewlett

Director – Comvita Limited

Chairman – Priority One Inc.

Director – Comvita New Zealand Limited

Director – Quayside Holdings Limited

Director – Bluelab Corporation Limited

DIRECTORS OF GROUP COMPANIES OTHER THAN SHOWN ABOVE

CompaniesDirectors

Apimed Medical Honey LimitedS P Coulter*

Bee & Herbal New Zealand LimitedS P Coulter*

Comvita Australia Pty LimitedS P Coulter*S J Pothecary*

Comvita China LimitedS P Coulter*M SaddG ZhuL Wang

Comvita Food (China) LimitedS P Coulter*M SaddG ZhuL Wang

Comvita Health Pty LimitedS P Coulter*S J Pothecary*

Comvita HK LimitedS P Coulter*M SaddM Wong*

Comvita Holdings HK LimitedS P Coulter*M SaddM Wong*

Comvita Holdings Pty LimitedS P Coulter*S J Pothecary*

Comvita Holdings UK LimitedS P Coulter*M Sadd

Comvita IP Pty LimitedS P Coulter*S J Pothecary*

Comvita Japan Company LimitedS P Coulter*R Shida*M Wong*

Comvita Korea Co LimitedS P Coulter*J Park*

Comvita Landowner Share Scheme Trustee

LimitedS P Coulter*

Comvita New Zealand LimitedN J CraigM J DenyerB D Hewlett*

Comvita Share Scheme Trustee LimitedM J DenyerJ M Keast*

Comvita Taiwan LimitedS P Coulter*

Comvita UK LimitedS P Coulter*M Sadd

Comvita USA, IncS P Coulter*M Sadd

Green Life (New Zealand) Product LimitedS P Coulter*M Wong*

Jonno Developments LimitedS P Coulter*

Kiwi Bee Medical LimitedS P Coulter*A J Bougen C T Baskin*

Kyoto Forests of New Zealand LimitedS P Coulter*

Medibee LimitedS P Coulter*

Medihoney Europe LtdS P Coulter*M Sadd

Medihoney Pty LtdS P Coulter*S J Pothecary*

New Zealand Natural Foods LimitedS P Coulter*M Sadd

Olive Leaf Australia Pty LimitedS P Coulter*S J Pothecary*

Olive Products Australia Pty LimitedS P Coulter*S J Pothecary*

* denotes an executive of a Group Company

STATUTORY INFORM ATION

Comvita Financial Statements 2019 - P50Comvita Financial Statements 2019 - P51
DIRECTORS OF GROUP COMPANIES (CONTINUED)

Share Dealings of Directors - beneficial

Director

Number of

Shares Sold

Value of

Shares Sold

Number of Shares

Purchased

Value of Shares

Purchased

N.J Craig--19,72484,999

S.J Kennedy(63)(651)4,16525,115

M.J Denyer--2,00011,400

B.D Hewlett (42,596)(234,306)33,167121,822

P.R.T Reid --15,00052,650

Directors Shareholding

Directors, or entities associated with directors, held the following shareholding in Comvita Limited at 30 June 2019:

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

N.J Craig

Beneficial

Custodial Services Limited

(A/C 4)

500,000--500,000

Eaglesham Trust420,000--420,000

Sheryl Denise Tebbutt75,000--75,000

Anna Beth Craig15,000-10,00025,000

Custodial Start Scheme1,374-9,72411,098

Non-beneficial170,000--170,000

Total1,181,374-19,7241,201,098

S.J Kennedy

Beneficial

S.J Kennedy4,700-4,1658,865

Custodial start scheme7,151(63)-7,088

Total11,852(63)4,16515,953

L.N.E Bunt

L.N.E Bunt and G.E Bunt15,000--15,000

The Bunt Family Trust35,000--35,000

Total50,000--50,000

M.J Denyer

Beneficial

M.J. Denyer4,000--4,000

Eze Trust2,000-2,0004,000

Non-beneficial (Employee Share

Purchase Scheme)

23,646-7,26530,911

Total29,646-9,26538,911

P.R.T Reid

Beneficial

Craigs KiwiSaver Scheme

Account33,000-15,00048,000

Total33,000-15,00048,000

STATUTORY INFORM ATION

Directors Indemnity and Insurance

The Company has insured all its Directors and the Directors of its wholly owned subsidiaries against liabilities to other parties (except the

Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not cover liabilities arising

from criminal actions. The Company has not been required to indemnify its Directors for any liabilities during the year.

Employees’ remuneration

During the 12-month period to 30 June 2019 the following numbers of employees received remuneration of at least $100,000.

Number of employees

$100,000 to $110,00014

$110,000 to $120,00012

$120,000 to $130,00011

$130,000 to $140,0006

$140,000 to $150,0003

$150,000 to $160,0003

$160,000 to $170,0009

$170,000 to $180,0006

$180,000 to $190,0001

$190,000 to $200,0007

$240,000 to $250,0002

$250,000 to $260,0002

$260,000 to $270,0002

$270,000 to $280,0003

$310,000 to $320,0001

$500,000 to $510,0001

$530,000 to $540,0001

$560,000 to $570,0001

Note: these bands are New Zealand dollar equivalents and reflect the impact of fluctuations in the foreign exchange rates for remuneration of overseas based

employees. The figures include bonus provisions made during the year which may have not been paid at period end. It does not include any remuneration or

benefit relating to the Executive Share Scheme.

Donations

During the period the Group made cash donations of $22,000 (2018: $24,000). The Company also made donations of products to charitable

organisations.

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

B.D Hewlett

Beneficial

Brett Donald Hewlett80,490(20,000)-60,490

YRW Trustees 2005 Limited300,268(22,504)33,125310,889

Brett Donald Hewlett – Start

Scheme

13,489(92)4213,439

Total394,247(42,596)33,167384,818

Beneficial 1,506,472(42,659)74,0561,537,869

Non-beneficial193,646-7,265200,911

Total1,700,118(42,659)81,3211,738,780

DIRECTORS OF GROUP COMPANIES (CONTINUED)

STATUTORY INFORM ATION

Comvita Financial Statements 2019 - P52Comvita Financial Statements 2019 - P53
SHAREHOLDER ANALYSIS

Analysis of shareholder by size as at 1 August 2019

Category

No of shareholdersShares heldPercentage of

shareholders

Percentage of

shares

Up to 1,000 shares 1,299675,81663.52%1.4%

1,001 – 5,000 shares 1,190 2,906,9689.29%5.8%

5,001 – 10,000 shares 291 2,121,08214.23%4.3%

10,001 – 100,000 shares2335,956,97411.39%12%

100,001 shares or more3238,025,8491.56%76.5%

Total3,045* 49,686,689 100.0%100.0%

*This number does not include a number of shareholders within Custodial and Nominee companies

Top 20 shareholders as at 1 August 2019

ShareholderShares heldPercentage of

shares

Li Wang 8,352,736 16.76%

China Resources Ng Fung Limited 4,582,000 9.20%

Kauri NZ Investments Limited 3,558,077 7.15%

Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 2,031,749 4.08%

Custodial Services Limited – Account 3 1,810,940 3.64%

Li Sun 1,376,000 2.76%

Custodial Services Limited – Account 4 1,288,301 2.59%

Junxian Li 1,036,389 2.08%

JBWere (NZ) Nominees Ltd 1,018,054 2.05%

Maori Investments Limited 1,000,000 2.01%

Robert Bertram Tait & Jane Gibbons Tait & Ian James Craig 935,000 1.88%

FNZ Custodians Limited 908,109 1.82%

Premier Nominees Limited 795,244 1.60%

Citibank Nominees (NZ) Limited 792,100 1.59%

Accident Compensation Corporation 622,157 1.25%

Aju Pharm Co Limited 600,000 1.21%

Bnp Paribas Nominees NZ Limited 582,203 1.17%

Forsyth Barr Custodians Limited 580,763 1.17%

Custodial Services Limited – Account 2 526,430 1.06%

HSBC Nominees (New Zealand) Limited 525,544 1.06%

Other 16,764,893

33.87%

Total Ordinary Shares**49,686,689 100%

** does not include 2,027,500 partly paid redeemable share entitlements as detailed in Note 26 to the annual accounts

Substantial security holders as at 1 August 2019

ShareholderShares heldPercentage of

shares

Li Wang

8,352,736 16.76%

China Resources NG Fung Limited

4,582,000 9.20%

Kauri NZ Investments Limited

3,558,077 7.15%

STATUTORY INFORM ATION

DIRECTORY

DIRECTORS

COMVITA BOARD OF

DIRECTORS

Neil John Craig

Lucas (Luke) Nicholas Elias Bunt

Sarah Jane Kennedy

Murray John Denyer

Paul Robert Thomas Reid

Brett Donald Hewlett

Xin Wang (retired 02 April 2019)

Sarah Ottrey (retired 13 July 2018)

REGISTERED OFFICE

COMVITA LIMITED

23 Wilson Road South, Paengaroa

Private Bag 1, Te Puke 3153

Bay of Plenty, New Zealand

Phone +64 7 533 1426

Fax +64 7 533 1118

Freephone 0800 504 959

Email investor-relations@comvita.com

www.comvita.com

BANKERS

WESTPAC BANKING

CORPORATION

Level 8

16 Takutai Square

PO Box 934

Auckland 1140

AUDITORS

KPMG TAURANGA

Level 2

247 Cameron Road

PO Box 110

Tauranga 3140

SOLICITORS

SHARP TUDHOPE

Level 4

152 Devonport Road

Private Bag TG12020

Tauranga 3110

SHARE REGISTRY

LINK MARKET SERVICES

LIMITED

PO Box 91976

Auckland 1142

Comvita Financial Statements 2019 - P54Comvita Financial Statements 2019 - P54
DIRECTORY

NORTH AMERICA

Comvita USA Inc.

Comvita USA Inc.,

506 Chapala Street

Santa Barbara, CA 93101 | USA

Phone +1 855 449 2201

usacustomerservice@comvita.com

CHINA

Comvita Food (China) Limited

2501 - 2502 No. 7018 Sunhope E-Metro

Caitan Road

Futian District

Shenzhen | China

Phone +86 755 8366 1958

comvita@comvita.com.cn

UNITED KINGDOM

Comvita UK Limited

2nd Floor, 47a High Street

Maidenhead, SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

NEW ZEALAND

Comvita New Zealand Limited

23 Wilson Road South | Paengaroa

Private Bag 1 | Te Puke 3153

Bay of Plenty | New Zealand

Phone +64 7 533 1426

Freephone 0800 504 959

info@comvita.com

HONG KONG

Comvita Hong Kong Limited

Room 1320 – 1322 Leighton Centre

77 Leighton Road

Causeway Bay

Hong Kong

Phone +852 2562 2335

cs@comvita.com.hk

KOR E A

Comvita Korea Co Limited

18F Gwanghwamun Building,

149 Sejong-daero, Jongno-gu,

Seoul(03186), Korea

Phone +82 2 2631 0041

service.korea@comvita.com

AUSTRALIA

Comvita Australia Pty Limited

10 Edmondstone Street

South Brisbane

Queensland 4101 | Australia

Phone +61 7 3845 1400

Freephone 1800 466 392

Customer Service 1300 653 436

info@comvita.com.au

JAPAN

Comvita Japan Company Limited

Sangenjaya Horisho Bld 4F

1-12-39 Taishido, Setagaya-Ku

Tokyo 154-0004 | Japan

Phone +81 3 6805 4780

info@comvita-jpn.com

---

ANNUAL
REPORT

• 2019 •

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Financial summary

From the Chairman

China market

North American market

Building our brand

around the globe

Extending our leadership

in Manuka supply

Propolis

Olive Leaf Extract

Sustainability

Board of Directors

Leadership Team

Financials

Governance

CONTENTS

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6

8

10

12

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16

17

18

20

21

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In thousands of New Zealand dollars

30-Jun-1930-Jun-1830-Jun-17

15 MONTHS

30-Jun-1631-Mar-15

Operating revenue171,104178,493155,879230,743152,702

Operating revenue growth(4)%15%(32)%51%32%

Export revenue %80%79%77%76%68%

Gross profit63,76273,19562,141117,31171,552

Gross profit %37%41%40%51%47%

EBITDA (i)(20,443)20,51819,81239,44522,950

EBITDA % of operating revenue(11.9)%11.5%12.7%17.1%15.0%

Earnings before interest and

tax - EBIT

(26,864)14,33612,98430,79917,414

Net profit before tax - NPBT(31,125)11,1399,35226,29914,489

NPBT as a % of revenue(18.2)%6.2%6.0%11.4%9.5%

Net profit after tax - NPAT(27,717)8,2119,82218,47710,244

NPAT % of revenue(16.2)%4.6%6.3%8.0%6.7%

Total assets310,638318,567256,692243,268199,722

Total assets per share6.277.056.116.155.07

Total shareholder funds173,355189,692163,875131,839118,679

Shareholder equity ratio55.8%59.6%63.8%54.2%59.4%

Net debt88,93691,75361,92884,02026,093

Net debt to equity ratio51.3%48.4%37.8%63.7%22.0%

Net debt to EBITDA(4.4)4.53.12.11.1

Net interest cover(6.3)4.53.66.86.0

Earnings per share NPAT

(NZ Cents)

(61.05)18.2523.7446.9129.88

Dividend per share (NZ Cents)0.006.002.0018.0013.00

Return on Sales - ROS (ii)(15.7%)8.0%8.3%13.4%11.4%

Return on Capital Employed -

ROCE (iii)

(10.2%)5.1%5.8%14.3%12.0%

FINANCIAL SUMMARY

2015-2019

(i) EBITDA – earnings before interest, tax, depreciation, amortisation

(ii) ROS = EBIT / Total Operating Revenue

(iii) ROCE = EBIT / (Total Shareholder Funds + Net Debt)

2 019 K E Y

ACHIEVEMENTS

Strategic investment

in Apiter

100% ownership of

China Joint Venture

Expansion of

plantation

programme

Opening of new

warehouse in

Paengaroa

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The 2019 financial year (FY19) started with

an optimistic view around the 2018-19 honey

season and a forecasted upward trajectory

on sales, particularly for North America and

China. However, what materialised was far

from desired.

Supply

Comvita was impacted by a third poor

Manuka honey season in a row, due to

weather events affecting production and

overstocking of hives by the industry. We

materially reduced the fixed cost component

of our apiary business Kiwi Bee, but not

enough to counter these two major impacts

and as a result Kiwi Bee incurred a loss of

$6m in FY19. In response, and in anticipation

of the 2019-20 harvest commencing

October in Northland through to February

in the King Country, we have further

reduced apiary overhead costs, but more

importantly limited hives to sites where

honey production is reliable year upon year.

The first material quantities from our own

high UMF™ Manuka plantings will also start

to positively assist Kiwi Bee profitability.

A big impact on our cost of goods came

from the Ministry for Primary Industries’

(MPI) certification standards, defining what

can be exported overseas as New Zealand

Manuka honey. These standards, while not

perfect, are beneficial for the industry in

eliminating ‘cowboys’ from exporting packed

Manuka honey which is not true to label.

However, MPI regulations had an unintended

consequence for Comvita in FY19. While

Comvita supports MPI’s export definition

for monofloral Manuka honey, we believe the

same standard should also be enforced for

monofloral Manuka honey sold domestically

in New Zealand. We also believe the export

definition for multifloral Manuka honey

should be removed entirely, as it is causing

customer confusion.

For non-Manuka honey, the MPI definition

took the heat out of pricing but also

brought the non-Manuka price back in line

with global honey prices. Wholesale prices

dropped from $8-12/kg in 2018 to $4-5/kg

today, as honey that looked like Manuka

honey, but wasn’t, could no longer be sold

as Manuka resulting in a significant impact.

All apiaries targeting Manuka, produce

non-Manuka honey as ‘bycatch’, so the

profitability of all New Zealand apiaries fell.

We anticipated this and acted accordingly

in the wholesale market for honey in

New Zealand.

We also anticipated the shortage of MPI

compliant honey and built high quality

UMF™ Manuka honey inventory and

purchased non-Manuka honey only where

needed to maintain long-standing industry

relationships. Apart from Manuka honey

held in markets ready for sale around the

world, all this inventory is stored in our

new state of the art, climate-controlled

warehouse at Paengaroa, Bay of Plenty.

Sales

We expected our fledgling North American

sales to large supermarket chains and

e-commerce sites, such as Amazon and

various other customers, to reach $25m

in FY19, when in reality they were around

FROM THE CHAIRMAN

NEIL CR AIG

half of this at $13m. While we expected

an American supermarket chain to

recommence purchasing in the second

quarter of FY19, this did not occur until nine

months later, due to their overstocking of a

competing brand. Delivery of our first 2019

orders to this chain were made in June and

we are now expecting regular orders well

into the future.

We also realised early in FY19, our pricing

strategies into China were not providing

the right incentives to our New Zealand

and Australian daigou customers reselling

into China. This also impacted our direct

customers through our Chinese distribution

joint venture (JV) in Shenzhen and the

cross-border e-commerce (CBEC) platforms

we were directly selling to. This pricing

realignment and marketing programme

involved protracted negotiations with a

number of parties, and as such, wasn’t

complete until the final quarter of FY19.

We now have an ongoing tactical approach

to maintaining competitive and cohesive

pricing across all channels into Asia.

On 1 January 2019, China implemented

new regulations on daigou traders creating

added costs on daigous and uncertainty

around other regulatory issues that may

impact their future sales. This created a

more volatile and less predictable sales

pattern through this channel for Comvita.

While still a valuable outlet for Comvita

products, this volatility has driven us to

reduce our future reliance on daigou sales.

On a positive note, the acquisition of

the remaining 49% stake in our China

distribution JV (largely for shares in

Comvita) was a significant step in

mitigating regulatory changes and providing

a platform for future growth, as well as

consolidation of back office costs in the

region. Already, our 100%-owned China

business is showing strong sales growth,

given we now have greater control over

Chinese pricing, marketing and our

product mix.

Looking Ahead

FY19 finished profitably in the last quarter

as most significant market place sales

issues had been resolved. Our focus is now

repositioning Comvita to ensure we produce

sustainable profits.

This will be achieved through:

•Concentrated sales and marketing efforts

in our core markets of China and greater

Asia, North America, with other markets

continuing to contribute to profits.

•Our Chinese based distribution business

taking a more prominent role in coordinating

all sales through the different channels into

China.

•Reducing overhead costs, both in

New Zealand and offshore.

•Reducing cost of goods for our core

ingredients of Manuka honey and Propolis.

•Ensuring our apiary arm is profitable under

all reasonable scenarios.

•Contribution from our Manuka planting

programme’s high UMF™ cultivars,

developed over 12 years.

On 6 June 2019, we announced a strategic

review of our business, headed by Executive

Director, Brett Hewlett. We also announced

the resignation of CEO Scott Coulter.

The search for a new CEO from outside

of Comvita is well underway. Given Brett

Hewlett’s past role as CEO for 10 years

(retired in 2016), we will ‘hand through’ to

the new CEO a business unshackled from

legacy assets and issues, ready to produce

sustainable profits. The goodwill write-down

included in the FY19 financial statements is

a direct result of this strategic review.

Share Price

The sharp decline in Comvita’s share price

from $5.60 in December 2018 to $2.73

(at 31 August 2019), weighs heavily on

the Board of Comvita. We acknowledge

the current share price is the result of

successively missing financial forecasts and

the expectations of analysts. This decline

was exacerbated by being removed from

the NZX50 Index on 21 December 2018,

based on market capitalisation relative to

other listed shares by Standard & Poor’s.

A sustained recovery in the share price

will occur only when we regain investor

confidence in Comvita being able to trade

profitably on a sustainable basis. The Board

is committed to achieving this.

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On 30 June 2019 we completed the

acquisition of the remaining 49% of the

China JV.

Chinese consumers are our largest customer

base and this acquisition is significant for

Comvita shareholders. This now means

sales and profitability can be consolidated

and fully captured to show the underlying

performance of the Chinese market.

The China business is based in Shenzhen,

just across the border from Hong Kong,

and has over 100 retail locations covering

all of the major tier one Chinese cities. It is

supported by a fast-growing e-commerce

business supplying major platforms such

as Tmall and JD.com and cross-border

e-commerce sites such as Kaola.com, Tmall

Global and TDI.

Having had an in-market presence in

China for more than 15 years, Comvita is

the market-leader for Manuka honey in

mainland China, owning four of the top five

selling Manuka honey product lines.

Within tier one Chinese cities, 70% of

consumers who engage in the Manuka honey

category know the Comvita brand. No other

New Zealand honey company comes close

to Comvita in terms of market penetration,

brand awareness and consumer loyalty.

Many Chinese consumers choose to display

a jar of our Manuka honey in their home as a

sign of prosperity and care for their family’s

general wellbeing.

Comvita’s market-leading position provides

a very strong platform for further growth

inside China compared to our competitors.

During FY19 we invested in Manuka

honey brand marketing and e-commerce

sales event promotions in-market. In

January and February 2019, we ran a key

opinion leader (KOL) and social influencer

campaign, with well-known Chinese

celebrities such as Du Ruo-Xi and Wu Xin,

combined with a Manuka honey educational

activity. Brand exposure and engagement

increased significantly during this period

with more than 1.6 million views across a

variety of digital platforms, and seasonal

Chinese New Year sales increased 19%

versus the prior year.

In addition to strong consumer brand

preference, Comvita has a distinct

competitive advantage in China with

an integrated digital marketing and

e-commerce team on the ground.

This digital capability allows us to

successfully navigate and leverage the

world’s most complex social media and

e-commerce eco-systems, and positions

us well to grow customer value and brand

loyalty into the future.

With China’s middle class expected to

double over the next five years, from 300

million to 600 million people, and with the

imported functional foods market growing

at 18% for the past eight years to $1.54

billion, there are significant opportunities

to grow. Comvita is well positioned to take

advantage of this growth as the exemplar

Manuka honey and Propolis brand.

CHINA MARKET

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In FY19 we launched market-specific

Manuka honey packaging for North

America. The new packaging highlights

key attributes and conveys a more natural

and premium look. It has been very well

received by the retail trade and consumers,

as demonstrated by over a 20% lift in same

store sales in Costco Canada.

This refreshed look for Comvita Manuka

honey also helped the team secure new

distribution with Vitamin Shoppe, Thrive

Market, Vitacost, iHerb, and natural retailers

via KeHE Distributors. Comvita engaged

Presence Marketing as our broker partner

to assist in further developing natural and

grocery retail sales channels.

FY19, the Comvita Manuka honey range

gained both Non-GMO Project Verification

and Certified Gluten Free status. Both

certifications are considered important to

North American consumers, and both seals

are being featured on new packaging.

Sales on our Comvita USA e-commerce

site www.comvita.com, increased 76%

year -on -year. This growth was driven

primarily through integrated and timely

digital marketing and social media

campaigns. Black Friday promotions

throughout November 2018 helped

yield the largest revenue month ever for

www.comvita.com, while an environmentally

focused #WeCanBeeHeroes campaign in the

lead up to World Bee Day in May 2019 helped

achieve the site’s second largest sales month.

With a strong e-marketing subscriber base

and social media following within the USA,

another double-digit sales growth year is

anticipated for www.comvita.com in FY20.

Public relations campaigns garnered

media attention for Comvita in-market,

including coverage on Good Morning

America, Extra TV, O Mag, Women’s

Health Magazine, Parade, Bloomberg and

POPSUGAR.

Since July 2018, Comvita has earned

more than 540 million impressions across

94 outlets, many of which have a global

audience.

Looking forward, we are confident in

our ability to grow a significant Manuka

value-add business in North America.

The new Comvita Kids range of soothing

syrups and pops, fill an in-market need

for an efficacious, palatable Manuka

honey-based product line aimed at families

with children, seeking relief from cough

and colds. Prior to launch, we have been

successful in gaining commitments from

Whole Foods nationally, CVS (the country’s

largest pharmacy chain), and other premium

online and brick and mortar retailers. These

products are launching instore and online in

September 2019.

Comvita is excited for the opportunities

which lie ahead in North America and

Canada. With a long-term view in mind,

consumers are gaining confidence in the

Comvita brand and our innovative

product lines.

With a balanced focus on profitable growth,

we will make strides to extend retail

distribution and build brand prominence.

We will continue to increase sell-through

in current accounts by building consumer

awareness and demand of Comvita

Manuka honey across the large

North American market.

COMVITA RESONATES WITH

NORTH A MERICA N CONSUMERS

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Strengthening the core Comvita Manuka

honey range was a main priority for FY19.

Refreshed Manuka honey packaging across

all markets, and significant improvements to

e-commerce sites, helped deliver a greater

consumer experience. Comvita invested in

marketing to grow brand awareness in the

USA and extend our market-leading brand

position in China.

Comvita has continued to invest in

consumer education in key markets.

In China, we partnered with a leading

Shanghai-based digital marketing agency

to localise and communicate our source-

to-shelf and quality stories for Weibo,

WeChat and Little Red Book social media

platforms. Following this brand investment

and increased activation capability in

China, online and offline sales across key

Chinese shopping periods (11-11 Singles

Day, Chinese New Year and 6-18 Shopping

Festival), were 50% higher than the previous

year, helping to drive a strong result for the

China market in FY19.

In September 2019, we unveiled our new,

premium Manuka honey packaging to

Chinese consumers at an ‘immersive brand

activation’ inside a premier Shanghai

mall. Manuka Honey Natural World, an

interactive display covered 200m

2

of retail

space, promoted the Comvita source-to-

shelf advantage and unique heritage story.

A live stream of the opening ceremony

was viewed by 67 million people, and the

brand experience was amplified online via

a comprehensive digital and e-commerce

campaign fronted by Chinese celebrities

and KOLs.

In North America, we have grown Comvita

brand awareness and relevance through

consistent investment in integrated digital

marketing, social media, and public relations

campaigns. Commencing in March 2019,

our ongoing ‘This is Real Manuka Honey’

social media campaign has reinforced the

key rational attributes of Comvita Manuka

honey, such as our New Zealand provenance,

dedication to quality and use of the UMF™

grading system, which differentiate us from

other competitors in-market.

We have also had some great brand

activations outside of China and North

America.

In Hong Kong, Comvita launched four of

our top selling products into Hong Kong’s

leading pharmacy chain Mannings. This

new channel will allow us to increase brand

presence with local Hong Kong consumers

throughout 200 point of sale locations.

In Australia, Comvita strengthened

relationships with the daigou community

by hosting numerous official brand events,

which included educational product training

for both Manuka honey and Propolis ranges.

In Japan, Comvita was the largest selling

(daily) brand on leading e-commerce giant

Rakuten twice during December 2018.

In Korea, Comvita expanded its travel retail

distribution to 15 major duty-free stores,

including international airports and three

airline inflight shops. This will grow visibility

of the brand and increase availability of

products to hundreds of thousands of

international travellers.

BUILDING OUR BR AND

AROUND THE GLOBE

Photos from left to right.

• American social media influencer Becky

LaChance’s Manuka honey facemask.

• A Comvita #WeCanBeeHeroes’ limited

edition tote bag.

• Chinese fashionista 菜花美少女Monica at

Manuka Honey Natural World in Shanghai.

• Chinese celebrity Xie Na taste tests

Comvita Manuka honey.

Comvita is a registered trade mark of Comvita Limited.

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E X T E N D I NG

O U R L E A D E R S H I P

IN MANUK A SUPPLY

Our ongoing research programme is

examining the use of technology to add

further value to our apiary business and

mitigate for inclement weather patterns.

We are using technology to monitor and

track the performance of our hive sites,

including detailed surveillance of flowering

timing and patterns, nectar flow and

honey collection, in order to improve apiary

performance and the yield and quality of

honey crops. This will enable our beekeepers

to be more selective about where they place

hives and know when they have optimised

the collection of high quality honey in any

given season.

Working with strategic research partners,

we are pioneering the use of technology in

the apiary space to drive productivity and

quality gains. We are employing remote hive

sensors, image capture, data integration

and analysis to support decision-making in

real-time.

We are developing a single, integrated

system to capture plantation, apiary,

research, operational data and learnings

to build capability and improve overall

performance. The deployment of this

strategic technology will enhance our

beekeepers’ craft through informed data

driven decision making, enabling a quick

response to intervene when conditions or

events change.

We firmly believe precision beekeeping

and plantation development, enabled

by the right technology at the right

time, will continue to deliver substantial

improvements in bee and hive health,

productivity and quality of our honey.

FY19 was another successful year for

Comvita’s industry-leading Manuka

plantation programme, with the anticipated

improvement benefits realised.

Our Manuka improvement programme

continued to add value by extending

flowering periods, improving flowering

abundance and nectar DHA (compound in

the nectar which gives high UMF™ rated

Manuka honey) to optimise both quality and

quantity of honey harvests. This allows us

to deploy the best possible cultivars to our

Manuka site developments.

During FY20, we will extend our nursery

capacity to commence the ‘companion

planting’ programme. Working closely

with research entity ‘Trees for Bees’ the

best natural sources of protein have been

identified to ensure spring build up and

post season recovery for the bees. The

appropriate companion plants will be

introduced to complement each of our

plantation developments throughout

the country.

While agronomic trials continue, Manuka

farming and land development were in full

swing during FY19, with over 2,000 hectares

being planted (2.3 million seedlings) across

the North Island and commercial trials in

the South Island. Our relationship with

MyFarm helped accelerate the plantation

programme, with 1,200 hectares of the

Waimarie Manuka Limited Partnership

site planted in the latest high performance

cultivars from Comvita. Plantings completed

during 2019 will be available for their first

honey harvest in the summer of 2022/23.

We have another 2.8 million seedlings in

preparation for planting next winter, 2020.

Our early commercial plantings from

2017 will come into production during the

upcoming 2019-20 beekeeping season.

Photos from left to right.

• Comvita Manuka seedlings in a

nursery setting in Hastings.

• ModuSense satellite-connected remote

monitoring equipment on Kiwi Bee hives

• Electronic tracking of hives and

honey boxes

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PROPOLIS

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Revered for its immunity supporting

properties, Comvita sold more than $22

million of pure and value-added Propolis

products during FY19.

As our key supporting category to

Manuka honey, we will further invest

in Propolis marketing in FY20, to drive

demand across China, South Korea and

Hong Kong, where the natural health

benefits of Propolis are widely understood

by consumers.

Inside mainland China, we began seeking

out new retail distribution opportunities

with our Blue Hat registered Propolis

PFL15™ products. Comvita is the only

New Zealand company inside China with

Blue Hat registered Propolis capsules.

This differentiates us from competitors

allowing us to sell Propolis as a supplement

in domestic retail and via e-commerce

channels.

With full ownership of the China business

and an unconstrained supply of high quality

Propolis, we will create new offerings to

grow our share in the large Chinese Propolis

category.

Supply Partnership

Comvita’s 20% strategic investment in Apiter

S.A. in Uruguay in FY19 provides ongoing

security of supply of pure, flavonoid-rich

Propolis, as well as access to Apiter’s world-

class pharmaceutical manufacturing facility.

In February 2019, we initiated a

Comvita-Apiter joint product development

programme. This has allowed us to tap into

Apiter’s four decades of Propolis production

expertise and begin updating Comvita’s

Propolis product lines to meet changing

consumer needs, while creating new

innovative products which are relevant to

Asian consumers.

OLIVE LEAF EXTR ACT

FY19 was a period of consolidation for

the Olive Leaf Extract range, focusing

on the domestic Australian market.

A significant win for the range was securing

national distribution in Australia’s largest

supermarket chain. Comvita Olive Leaf

Extract capsules and liquid launched

into this leading supermarket chain just

prior to summer and achieved positive

month-on-month sales growth in the lead

up to winter 2019.

A key priority during FY19 was to refocus

marketing resources ahead of winter 2019 to

optimise return on investment. This centered

on developing a highly targeted through

the line campaign to “win winter” 2019 by

reactivating the Comvita brand with core

consumers following the slow 2018 season.

During June this year, Comvita recorded

all -time high market share results for Olive

Leaf Extract sold in pharmacy.

In FY20, we will continue to strengthen

our position in Australia by refreshing our

Olive Leaf Extract range and its packaging

to offer even greater efficacy and improved

navigation for our consumers. In terms of

production, we will focus on continually

improving product development lead

times and increasing the efficiency of our

source-to-shelf supply chain.

Photos from left to right.

• Propolis Oral Spray.

• Olive Leaf Extract liquid is a great

addition to healthy smoothies.

• Comvita’s olive leaf farm in Coominya,

Queensland.

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SUSTAINABILIT Y

Building on our long-term commitment to

sustainability, practiced over four decades,

the Comvita Sustainability Steering Group

refreshed our sustainability roadmap during

FY19, for a more structured approach to

all sustainability initiatives we undertake.

Now, all sustainability activities fall into one

of three workstreams; People, Planet or

Prosperity.

People

Since September 2018, our Sustainable

Beeswax Food Wraps programme has

helped save 177km of cling wrap from going

to landfill. In FY19, Comvita taught more

than 1,000 New Zealanders to make 2,300

beeswax food wraps, using wax from Kiwi

Bee hives.

Comvita’s holistic staff wellbeing

programme BWell was rolled-out to teams

across Australia and New Zealand. As part

of this Toi Te Ora Public Health programme,

Comvita will focus on three priority

wellbeing areas (healthy eating, physical

activity, mental health) to gain bronze

accreditation.

Staff headed out into the community to

support not-for-profit causes, utilising

their annual Helping Hands leave. They

volunteered with the Graeme Dingle

Foundation, Coast Care and others.

Planet

We planted 2.3 million Manuka seedlings

during FY19 providing potential

sequestration of 135 tonnes of carbon.

During FY20, we expect to plant another

2.8 million seedlings.

We opened our new sustainably designed

warehouse in Paengaroa, which features

New Zealand’s third largest solar panel

installation. This system reduces energy

consumption onsite at Comvita Paengaroa

by 25,000kW annually.

We began taking steps to reduce our impact

on the environment by seeking out more

sustainable honey packaging solutions.

Shortly, all Comvita honey jars will be made

of 50% recycled plastic (rPET).

Prosperity

We established clear preferred supplier

protocol, ensuring all suppliers we do

business with meet specific safety and

sustainability standards

Photos from left to right:

• Comvita’s new warehouse features New Zealand’s third

largest solar panel installation.

• Eighty Paengaroa School students made beeswax wraps

with Comvita.

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NEIL CRAIG

NON-EXECUTIVE CHAIRMAN

BRETT HEWLETT

EXECUTIVE

DIRECTOR

LUKE BUNT

INDEPENDENT

DIRECTOR

MURRAY DENYER

INDEPENDENT

DIRECTOR

(retired on 16 August 2019)

LEADERSHIP TEAM

AS AT 31 AUGUST 2019

BOARD OF DIRECTORS

AS AT 31 AUGUST 2019

SARAH KENNEDY

INDEPENDENT

DIRECTOR

PAUL REID

INDEPENDENT

DIRECTOR

XIN WANG

INDEPENDENT

DIRECTOR

(retired 2 April 2019)

SCOTT COULTER

CHIEF EXECUTIVE

OFFICER

SIMON POTHECARY

CHIEF SALES OFFICER

BEN SHAW

CHIEF MARKETING

OFFICER

SAADA MCNAMEE

CHIEF PEOPLE &

CULTURE OFFICER

COLIN BASKIN

CHIEF SUPPLY CHAIN

OFFICER

JULIANNE KEAST

CHIEF FINANCIAL

OFFICER - ACTING

MARK SADD

CHI EF COMMERCIAL

OFFICER

(resigned 17 May 2019)

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FINANCIAL COMMENTARY

Comvita’s net profit after tax (NPAT) for the year

ended 30 June 2019 was a loss of $27.7m compared

to a profit in FY18 of $8.2m. Operating NPAT was a

loss of $7.6m compared to a profit of $9.3m in FY18,

while operating EBITDA was $0.0m compared to

$21.6m in FY18.

Operating Profit

Revenue for the year was $171m, compared to $178m

in FY18, a decrease of 4%. There was a decline in

the North America segment of $13m due to a gap

in orders from a large supermarket chain and a

pipeline fill in FY18. Gross margin has decreased

from 41% to 37% due to the poor honey season and

MPI certification standard changes in early 2018.

Operating expenses have increased by 13% on the

prior year, due to an increased focus on marketing

and consolidating one month of the Comvita China.

Operating expenses were 43% of revenue, compared

to 36% in the prior year.

Financial and Other Income

Financial income of $0.5m (2018: $1.8m) relates to

interest income, the comparable year also included

foreign exchange gains of $0.9m. Financial expenses

of $6.7m (2018: $5.0m) was primarily for interest of

$4.8m (2018: $3.9m) and a foreign exchange loss of

$0.9m. Other income of $6.6m (2018: $4.9m) largely

related to a gain of $4.1m on the Comvita China

acquisition achieved in stages.

Equity Accounted Investees

Net earnings from equity accounted investees was

$0.4m (2018: $1.9m). This was positive Comvita

China earnings for 11 months before consolidation,

offset by losses made by the apiary joint ventures,

similar to our own apiary business. The impairment

of equity accounted investees primarily relates

to a $2.3m impairment recognised against the

Putake investment, which has been impacted by the

unfavourable honey seasons and the change in the

MPI certification standard.

Impairment of Goodwill

Following interim conclusions drawn from the current

strategic review, the Board acted conservatively and

recognised an impairment of goodwill in UK, Apiary

and Olive Leaf business units of $19.8m.

Reconciliation of NPAT Operating

The following is a reconciliation from NPAT to NPAT

operating.

Net Debt, Cash Flow and Financial Position

Net debt has decreased by $2.8m to $88.9m. Net

inflow on operating activities was $21.1m which

largely related to collection FY18 of debtors which

were overdue mainly from Comvita China. Net

investing outflow of $17.7m primarily related to the

construction of the new warehouse at Paengaroa

and an investment in Apiter, a propolis manufacturer.

Comvita has continued to operate within its agreed

funding covenants and there is sufficient headroom

on the funding facility.

JULIANNE KEAST

CHIEF FINANCIAL OFFICER

- ACTING

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FINANCIAL COMMENTARY

Financial Performance

For the period ended 30 June30 June 201930 June 2018

In thousands of New Zealand dollars

Revenue171,104178,493

Cost of sales(107,343)(105,298)

Gross profit63,76173,195

Selling and marketing expenses(43,726)(37,865)

Administrative expenses(19,739)(15,953)

Distribution expenses(8,394)(8,095)

Research and development expenses(1,689)(3,118)

Subtotal operating expenses(73,548)(65,031)

Other income6,5834,931

Operating (loss)/profit before financing costs(3,204)13,095

Finance income5241,777

Finance expenses(6,667)(4,973)

Net finance costs(6,143)(3,196)

Share of profit of equity accounted investees4481,921

Impairment of equity accounted investees(2,401)(681)

Impairment of goodwill(19,825)-

(Loss)/profit before income tax(31,125)11,139

Income tax benefit/(expense)3,408(2,928)

(Loss)/profit for the year

(27,717)8,211

Inventory has increased by 13% or $15.7m, primarily

in finished goods related to the consolidation of

Comvita China’s inventory. Inventory was subject to

a comprehensive internal review that supported the

carrying value at balance date. Trade receivables

decreased by $24.9m to $30.9m, due to payment of

the significant debtors balance owing at the prior

year-end.

Overall non-current assets stayed consistent with

the prior year at $118.8m. There was a decrease

in the investment in equity accounted investees of

$20.9m, due to Comvita China investment now being

consolidated and SeaDragon now being recognised

as an investment, offset by the investment in

Apiter in the current year of $9m. Balancing out

this decrease was an increase in property, plant and

equipment, related to the new warehouse.

Goodwill of $25.3m has been recognised in FY19

related to the acquisition of the remaining 49% of

Comvita China. A goodwill impairment of $19.8m has

been recognised in the current year, of which $16.2m

related to the Australian segment, specifically the

Olive Leaf Australia business.

Equity

Equity has decreased by $16.3m, as a result of a

net loss after tax of $27.7m and a $13.5m increase

in share capital, primarily from shares issued for

acquiring the remaining 49% of Comvita China.

Dividend for FY19

Due to the operating loss made in the FY19 year, no

dividends were paid.

Conclusion

FY19 has been another challenging year. There is a

continued focus on working capital optimisation,

reducing debt levels and returning to profitability in

the year ahead.

In millions of New Zealand dollarsFY19FY18

NPAT(27.7)8.2

Add back non-operating items:

Gain on deemed sale of 51%

of Comvita China

(4.1)

Comvita China - release of inventory

fair value – 1 month

0.6

Goodwill impairment19.8

Equity accounted investees

impairment

2.40.7

Equity accounted investees - Other (0.1)(0.8)

Fair value movements  - SeaDragon 1.01.1

Fair value movements – Other (net

of tax)

0.5

NPAT - operating(7.6)9.3

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FINA NCI A L HIGHLIGHTS

Financial Position

As at 30 June20192018

In thousands of New Zealand dollars

Assets

Property, plant and equipment56,92147,508

Biological assets4,0484,331

Intangible assets and goodwill38,67733,397

Investments in equity accounted investees9,75530,621

Other investments2,6488

Deferred tax asset6,7572,992

Total non-current assets118,806118,857

Inventory132,192116,492

Trade receivables30,87855,813

Sundry receivables16,28921,851

Cash and cash equivalents10,3144,947

Derivatives192186

Tax receivable553421

Asset held for sale1,414-

Total current assets191,832199,710

Total assets310,638318,567

Equity

Issued capital151,245137,744

Retained earnings28,30055,955

Reserves(6,190)(4,007)

Total equity173,355189,692

Liabilities

Loans and borrowings99,25096,700

Employee benefits446407

Deferred tax liability916-

Total non-current liabilities100,61297,107

Trade and other payables29,47122,938

Employee benefits4,0414,048

Tax payable7391,414

Derivatives2,4203,368

Total current liabilities36,67131,768

Total liabilities137,283128,875

Total equity and liabilities310,638318,567

Cash Flows

For the period ended 30 June

20192018

In thousands of New Zealand dollars

Cash inflows from operating activities191,335180,635

Cash outflows from operating activities(170,249)(202,753)

Net cash flows from operating activities21,086(22,118)

Net cash flows from investing activities(17,704)(6,991)

Net cash flows from financing activities2,23929,379

Net increase in cash and cash equivalents5,621270

Cash and cash equivalents at the beginning of the year4,9474,572

Effect of exchange rate fluctuations on cash held(254)105

Cash and cash equivalents at the end of the year10,3144,947

The summary financial information has been derived from, and should be read in conjunction with, the Comvita Limited Group annual

financial statements (the ‘full financial statements’). The full financial statements, approved by the Board of Directors on 22 August

2019 are available at www.comvita.co.nz. The accounting policies used in these financial statements are included in the notes to the

full financial statements. The full financial statements have been prepared in accordance with and comply with IFRS, as appropriate

for profit-orientated entities. The full financial statements have been audited by KPMG and an unqualified opinion given. The summary

financial information cannot be expected to provide as complete an understanding as provided by the full financial statements.

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GOVERNANCE

The Board’s Charter sets out the governance

principles, authority, responsibilities, membership and

operation of the Board of Directors. This governance

statement outlines the main corporate governance

practices as at 31 August 2019. The full statement is

available to view at www.comvita.co.nz.

Compliance

The Board has adopted codes and policies relating

to the conduct of all Directors, executives and staff,

taking guidance from the NZX Main Board Listing

Rules relating to corporate governance and the NZX

Corporate Governance Code.

NZX released a new Corporate Governance Code on

1 January 2019. Comvita is currently in the process

of reviewing all its governance codes, policies and

practices to ensure alignment with the new Code. For

the purpose of Listing Rule 3.8.1, the Board considers

that as at 31 August 2019 the governance structures,

principles, policies and practices it has adopted are

in compliance with the NZX Corporate Governance

Code dated 1 January 2019 (“NZX Code”) except to

the extent set out in the following pages.

The Company’s constitution, the Board and

Committee charters and roles, codes and policies

referred to in this section are available to view at

www.comvita.co.nz.

Governance Principles

And Guidelines

Principle 1 – Code of Ethical Behaviour

Directors set, observe and foster high ethical

standards.

The Company expects its Directors, Officers, and

employees to act legally, to maintain high ethical

standards, and to act with integrity consistent with

Comvita’s policies, guiding principles and values.

A Code of Ethics sets out these standards for all

Directors and can be found in the Board Charter

on the Company’s website. A new Code of Ethics

applicable to all Directors, Officers and employees

is currently under development in accordance with

Recommendation 1.1 of the NZX Code and expected

to be implemented by the end of the year.

Company rules, which all employees and Officers

are expected to adhere to provide clear guidance

across a range of ethical and legal matters to ensure

high standards of performance and behaviour

are maintained when dealing with the Company’s

customers, suppliers, shareholders and staff. Specific

policies are in place relating to the environment,

Privacy Act requirements, confidentiality of Company

information, conflicts of interest, complaints from

stakeholders, and trading in Company securities.

Mechanisms are provided within general company

rules for the safe reporting of breaches of ethical

standards or other policies or laws, and the

consequences of non-compliance are made explicit.

These mechanisms will be carried across into the new

Code of Ethics.

No breaches of the Directors Code of Ethics were

identified or reported in the current year.

Trading in Comvita Securities

Directors, Officers and employees are restricted in

their trading of Comvita securities and must comply

with the Company’s Financial Products Trading

Policy which is available on the Company’s website.

The policy provides guidance on insider trading rules

and outlines process and approval requirements for

dealing in Comvita securities.

No breaches of policy have been reported in the FY19

reporting year.

Comvita makes these documents, and other

significant governance documents listed below,

available on its website.

Comvita expects to add the following new Policies by

the end of the year:

- Diversity Policy

- Director and Officer Remuneration Policy

- General Code of Ethics

Principle 2 – Board Composition and

Performance

The Board operates in accordance with the Board

Charter which sets out the roles and responsibilities

of the Board. A copy of the Charter is available on

the Company’s website.

There is a balance of independence, skills, knowledge,

experience and perspective among Directors that

Constitution/ChartersPolicies

Constitution

Code of Ethics (within

the Board Charter)

Board CharterContinuous Disclosure

Policy

Remuneration, People and

Culture and Nominations

Committee Charter

Financial Product

Dealing Policy

Audit and Risk Committee

Charter

The primary objective of the Board is to build long-term shareholder value with

due regard to other stakeholder interests. It does this by guiding strategic direction

and context and focusing on issues critical for its successful execution.

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allows the Board to work effectively. The Directors

have each signed a commitment to work within the

requirements of the Board Charter.

Responsibility for the day-to-day operations and

administration is delegated by the Board to the Chief

Executive Officer, and the Leadership team

Nominations and Appointments

The nomination of candidates for appointment to

the Board is overseen by the Remuneration, People

and Culture and Nominations Committee and

the procedure for nomination and appointment is

detailed in the Remuneration, People and Culture and

Nominations Committee Charter. Such procedure

includes processes to be followed to ensure proper

checks are carried out on all candidates and key

information is obtained to enable the Board and

shareholders to make an informed decision about

whether to elect or re-elect a candidate. It also

provides for an assessment of independence.

On and from 31 August 2019 all newly appointed

Directors will be required to enter into a written

agreement with the Company, outlining the terms of

their appointment.

Board Size and Composition

The Board is comprised of Directors with a mix of

qualifications, skills and experience appropriate to

the Company’s business. The number of Directors

and rotation requirements are determined in

accordance with the Company’s Constitution and

the NZX Main Board Listing Rules. The Constitution

provides for the Directors annually to elect one of

their number as Chairperson of the Board. For the

year ended 30 June 2019 the Company complied

with the Director rotation requirements of the

Listing Rules dated 1 October 2017. With effect on

and from 1 July 2019 the Company will comply with

the Listing Rules dated 1 January 2019 with regard to

the composition of the Board and the appointment

and rotation of Directors. In particular, each Director

must retire, but may offer themselves for re-election

at the third annual meeting following that Director’s

appointment or every three years, whichever

is longer.

Director Profiles

Profiles of each Director with details of their

experience, length of service, independence and

ownership interests are available on the

Company’s website.

Gender Composition of Directors

and Officers

The Company is committed to diversity in its

employment of individuals at all levels in the

organisation. As at 30 June 2019, the Board had one

female Director out of a total of six Directors* and

two female Officers out of a total of six Officers

(2018: three female Directors out of a total of seven

Directors and three female Officers out of a total of

eight Officers).

*Sarah Ottrey resigned from the Board on 13 July

2018 and Xin Wang resigned from the Board on 2

April 2019.

Diversity Policy

The Company’s commitment to diversity has been

reflected in its ongoing appointments at all levels of

suitably qualified women, and others with diverse

experiences and perspectives which contribute

importantly to ongoing innovation throughout the

organisation. This commitment is reflected in the

Company values and behaviours. Remuneration,

People and Culture and Nominations Committee

is monitoring gender pay equality, is positive about

current progress, and has strategies in place to

achieve equality on a scheduled approach. The

Company is currently developing a formal Diversity

Policy in accordance with Recommendation 2.5 of the

NZX Code which will be available on the Company’s

website in due course. Remuneration, People and

Culture and Nominations Committee will be setting

measurable targets in the coming year for achieving

greater diversity within the Company.

Director Training and Performance

Board members are encouraged to regularly

participate in learning and self-development

opportunities provided by the Institute of Directors

or other professional groups to ensure they remain

current on how best to perform their duties as a

Director.

The Company has a procedure to assess Director,

Board and Committee performance which is set

out in the Board Charter. In particular, each year

the Board undertakes a self assessment of its

performance, processes and procedures.

Independence of Directors

The majority of the Board are independent Directors.

The Chair is also independent.

For a Director to be considered to be independent,

the fundamental consideration in the opinion of the

Board is that the Director be independent of the

Executive and not have any direct or indirect interest,

position, association or relationship that could, or

could be perceived, to influence in a material way

the Director’s capacity to bring an independent

view to decisions, to act in the best interests of

the Company, and to represent the interests of

shareholders generally.

Having considered these matters and the

composition of the Board, the Company considers

the Directors hold an appropriate mix of skills,

expertise and independence.

The Board has reviewed which of its Directors are

deemed to be independent in terms of NZX Listing

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Board MemberBoard

Conference Calls &

Special MeetingsAudit and Risk

Remuneration and

People and Culture

Nominations

EligibleAttendedEligibleAttendedEligibleAttendedEligibleAttended

Neil Craig101011113355

Luke Bunt101011833--

Murray Denyer1091111--55

Brett Hewlett10101111-255

Sarah Kennedy108111132--

Paul Reid10101183355

Xin Wang†4433----

†Xin Wang joined the Board on 18 October 2018 and resigned from the Board on 2 April 2019

Rules and has determined that all Directors as at

30 June 2019 were independent*. Accordingly, it is

viewed that the Chairs of the Audit and Risk, and

Remuneration, People and Culture and Nominations

Committees are independent, as are the Committee

members.

*Currently, Brett Hewlett is acting in a temporary

Executive Director capacity, pending the

appointment of a new Chief Executive Officer.

Principle 3 – Board Committees

The Board uses Committees where this enhances

the effectiveness in key areas while retaining Board

responsibility. The Board operates two Committees

to assist in the execution of the Board’s duties: the

Remuneration, People and Culture and Nominations

Committee and the Audit and Risk Committee. Each

Committee has a specific Charter which can be

viewed at the Company’s website www.comvita.co.nz.

Committee members are appointed from members of

the Board and membership is reviewed on an annual

basis.

All matters determined by Committees are submitted

to the full Board as recommendations for Board

decision. Staff members attending those Committees

are at the invitation of the specific committee.

The Board did not consider it necessary to have any

other Committees for the reporting period as a

standing board Committee.

Board and Committee meeting attendance for the

year ended 30 June 2019 is set out below:

Remuneration, People and Culture and

Nominations Committee

The Remuneration, People and Culture and

Nominations Committee comprises of Murray

Denyer (Chair)*, Neil Craig and Brett Hewlett and

met four times during the period. For the FY19

year all Committee members were independent

Directors. The Committee recommends the

remuneration policies and packages, including

performance incentives for the Chief Executive

Officer and the Leadership team. Additionally, it

reviews: the performance of the Chief Executive

Officer; succession planning for the Leadership

team and the Board; risk and compliance monitoring

in relation to the Company’s human resources

and operational health and safety oversight; the

Company’s performance in respect of responsible

governance, and remuneration policies and guidelines

for Directors.

*Retired on 16 August 2019.

The Committee also carries out the functions of

a nominations Committee, recommending new

Director appointments to the full Board. Further

detail on the Committee’s roles and responsibilities is

set out in the Committee Charter.

Audit and Risk Committee

The Audit and Risk Committee comprises Luke Bunt

(Chair), Sarah Kennedy, Neil Craig and Paul Reid and

met three times during the period. For the FY19 year

all Committee members were independent Directors.

The Committee reviews the annual audit process,

the financial and operational information provided

to stakeholders and others, the management of

business risks facing the organisation, and the

framework of internal control and governance which

the Leadership team and the Board have established.

The Chief Executive Officer, Chief Financial Officer

and General Manager Finance regularly attend

meetings by invitation. The Company’s external

auditors attend Committee meetings as deemed

necessary by the Committee. Further detail on the

Committee’s roles and responsibilities is set out in

the Committee Charter.

GOVERNANCEGOVERNANCE

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Takeover Protocols

The Board has established experience in respect

of the various NZX and statutory requirements in

the event of a takeover approach for the Company.

The key requirements of the Takeover Code are well

understood by the Board.

For the FY20 year the Board will look to establish

formal protocols that set out the procedure to be

followed if there is a takeover offer in accordance

with Recommendation 3.6 of the NZX Code.

Principle 4 – Reporting And Disclosure

The Board demands integrity both in financial

reporting and in the timeliness and balance of

disclosure on entity affairs.

The Company is committed to ensuring integrity and

timeliness in its financial reporting and in providing

information to the market and shareholders which

reflects a considered view on the present and future

prospects of the Company.

Financial Reporting

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting including

the accuracy, completeness and timeliness of

financial statements. It reviews half-year and annual

financial statements and makes recommendations

to the Board concerning accounting policies,

areas of judgement, compliance with accounting

standards, stock exchange and legal requirements,

and the results of the external audit. Management

accountability for the integrity of the Company’s

financial reporting is reinforced by the certification

from the Chief Executive Officer and Chief Financial

Officer in writing that the Company’s financial

statements are fairly stated in all material aspects.

Timely and Balanced Disclosure

Continuous disclosure obligations of NZX require all

listed companies to advise the market about any

material events and developments as soon as the

Company becomes aware of them. The Company

has policies and monitoring in place to ensure that

it complies with these obligations. In particular,

the Company has a Continuous Disclosure Policy

applicable to all Directors, Officers and employees

that is available on the Company’s website.

Non Financial Reporting

The Company is committed to financial reporting

that is balanced, clear and objective.

Further, the Company has had a long commitment

to reporting on its involvement on ‘matters of

sustainability’ – refer to page 18 for this years’

disclosure.

Broader disclosure on environmental, economic

and social sustainability factors and practices is

presently under development and the Company

expects to report on such disclosures in accordance

with the NZX Code Recommendation 4.3 in its

FY20 Annual Report.

Principle 5 – Remuneration

The remuneration of Directors and Senior Executives

is transparent, fair and reasonable. Making sure

team members and Directors get the rewards they

deserve is the responsibility of the Remuneration,

People and Culture and Nominations Committee.

Non-Executive Directors Remuneration

The fees payable to the Non-Executive Directors

are determined by the Board within the aggregate

amount approved by shareholders. The Board

considers external information of peer companies

in terms of scale and complexity when setting

remuneration levels. The current Directors’ fee pool

limit is $610,000 approved at the 2016 Annual

Shareholders’ Meeting. Information on payments to

each Director is set out on page 48 of the Financial

Statements 2019.

Chief Executive Officer Remuneration

The Chief Executive’s base salary for the FY19

year was $440,000. The Chief Executive Officer

is entitled to short-term incentive rewards if (a) he

meets agreed financial, and non-financial goals

used in a balanced scorecard approach (up to 20%

of base salary); and (b) the Company exceeds a

specified shareholder earnings target (up to 20% of

base salary), subject to Board approval. The Chief

Executive Officer is part of a long-term partly paid

executive scheme available to Senior Executives.

Senior Executive Remuneration

Senior Executives remuneration is made up of: base

or fixed remuneration; an ‘at-risk’ component based

around individual ‘myscorecard’ performance in

the year; and a share of a bonus pool if shareholder

earnings targets are achieved, subject to Board

approval. In addition, 53 executives currently

participate in a partly paid executive share scheme.

Staff Remuneration

All staff participate in a bonus pool based on the

Company attaining the agreed budget. In addition,

all staff have the opportunity to participate in a

share purchase scheme - the company provides a

non-interest bearing loan of up to $2,340 to assist

staff to purchase Comvita shares.

Policy

The Company is currently developing a new

Remuneration Policy for Directors and Officers in

accordance with Recommendation 5.2 of the NZX

Code, a copy of which will available on the Company’s

website in due course.

Principle 6 – Risk Management

The Board regularly verifies that the entity has

appropriate processes that identify and manage

potential and relevant risks through monthly

board reporting of the Strategic Risk Register

and Operational Risk Register. Further, the Audit

and Risk Committee monitors on a regular basis

the risk management framework to ensure it

remains appropriate. Further detail on the role and

responsibilities of the Audit and Risk Committee in

relation to risk management are set out in the Audit

and Risk Committee Charter.

Business Risks

The Chief Executive Officer and Leadership team

are required to regularly identify the major risks

affecting the business. These major risks are

included in a risk management register. Strategies

are consistently being developed to mitigate these

risks. Significant risks are discussed at each Board

meeting, or as required. The Company maintains

insurance policies that it considers adequate to meet

the insurable risks of the Group. Exposure to any

foreign exchange risk is managed in accordance with

policies laid down by the Directors.

As risk assessment is a dynamic environment and

often commercially sensitive, the Company reports

on the most significant of these under its continuous

disclosure obligations to the NZX market, and in the

Annual Report.

Health and Safety

The Company employs a General Manager - Safety

& Sustainability and operates a Health and Safety

Committee to identify workplace hazards, and

monitor and review compliance with the Company’s

documented occupational Health and Safety policies

and procedures. Health and Safety review reports

are a priority agenda item at all Board meetings and

specific reviews are sought as required. The Board

undertakes ongoing Health and Safety education

and visits key operational sites on a scheduled basis.

Chief Executive Officer and Chief

Financial Officer Assurance

The Chief Executive Officer and Chief Financial

Officer have provided the Board with written

confirmation that the Company’s 2019 financial

statements are founded on a sound system of risk

management and internal compliance and control,

and that all such systems are operating efficiently

and effectively in all material respects.

Risk Monitoring

The Audit and Risk Committee reviews the

Company’s risk management policies and processes

and the Leadership team provides an updated risk

assessment profile to each meeting of the Board.

The Remuneration, People and Culture and

Nominations Committee reviews human resource

management risks.

Principle 7 – Auditors

The Board ensures the quality and independence

of the external audit process. A framework for the

Company’s relationship with its external auditors

is overseen by the Audit and Risk Committee.

Further detail on that framework and the role and

responsibilities of the Audit and Risk Committee in

relation to the external audit framework is set out in

the Audit and Risk Committee Charter.

Independence

To ensure the independence of the Company’s

external auditor is maintained, the Board has agreed

the external auditor should not provide any services

not permitted under International Federation of

Accountants regulations. This is monitored by the

Audit and Risk Committee.

External Auditor

Comvita’s external auditor is KPMG. KPMG was

re-appointed by shareholders at the 2018 Annual

Shareholders’ Meeting in accordance with the

provisions of the Companies Act 1993. KPMG were

first appointed as auditors in 1998. KPMG has been

invited to attend this year’s Annual Shareholders’

Meeting and will be available to answer questions

about the audit process, Comvita’s accounting

policies and the independence of the auditor.

Internal Audit

Comvita currently does not have an internal

audit function. The Audit and Risk Committee

is responsible for reviewing and monitoring the

Company’s risk management and internal control

framework and has open communication with

external auditors, financial and senior management,

and the Board. The Committee is empowered to

investigate any matter brought to its attention with

full access to all books, records and facilities and

personnel of the Company and the power to retain

outside counsel or other experts for this purpose.

In addition, the Board seeks reports on specific

areas of potential concern, or to evaluate business

performance on a post-investment basis. The reviews

are completed by appropriate internal staff and/or

with external input.

GOVERNANCEGOVERNANCE

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NEW ZEALAND

Comvita New Zealand Limited

23 Wilson Road South | Paengaroa

Private Bag 1 | Te Puke 3153

Bay of Plenty | New Zealand

Phone +64 7 533 1426

Freephone 0800 504 959

info@comvita.com

JAPAN

Comvita Japan K.K.

Sangenjaya Horisho Bld 4F

1-12-39 Taishido, Setagaya-Ku

Tokyo 154-0004 | Japan

Phone +81 3 6805 4780

info@comvita-jpn.com

KOR E A

Comvita Korea Co. Limited

18F Gwanghwamun Building

149 Sejong-daero, Jongno-gu

Seoul (03186) | Korea

Phone +82 2 2631 0041

service.korea@comvita.com

AUSTRALIA

Comvita Australia Pty Limited

10 Edmondstone Street

South Brisbane

Queensland 4101 | Australia

Phone +61 7 3845 1400

Freephone 1800 466 392

Customer Service 1300 653 436

info@comvita.com.au

UNITED KINGDOM

Comvita UK Limited

2nd Floor, 47a High Street

Maidenhead | SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

NORTH A MERICA

Comvita USA, Inc.

506 Chapala Street

Santa Barbara | CA 93101 | USA

Phone +1 855 449 2201

usacustomerservice@comvita.com

HONG KONG

Comvita HK Limited

Room 1320 – 1322 Leighton Centre

77 Leighton Road

Causeway Bay | Hong Kong

Phone +852 2562 2335

cs@comvita.com.hk

CHINA

Comvita Food (China) Limited

Room 2501 - 2502, Block A

Xinhao E Du, No 7018

Caitian Road, Furtian District

Shenzhen 518120

Guangdong | China

Phone +86 755 8366 1958

comvita@comvita.com.cn

DIRECTORS

Comvita Board Of Directors

Neil Craig

Lucas (Luke) Bunt

Sarah Kennedy

Murray Denyer (retired 16 Aug 2019)

Paul Reid

Brett Hewlett

Xin Wang (retired 2 April 2019)

Sarah Ottrey (retired 13 July 2018)

Bob Major (appointed 1 Sept 2019)

BANKERS

Westpac Banking

Corporation

Level 8

16 Takutai Square

PO Box 934

Auckland 1140

REGISTERED

OFFICE

Comvita Limited

23 Wilson Road South, Paengaroa

Private Bag 1, Te Puke 3153

Bay of Plenty, New Zealand

Phone +64 7 533 1426

Fax +64 7 533 1118

Freephone 0800 504 959

Email

investor.relations@comvita.com

www.comvita.com

AUDITORS

KPMG Tauranga

Level 2

247 Cameron Road

PO Box 110

Tauranga 3140

SOLICITORS

Sharp Tudhope

Level 4

152 Devonport Road

Private Bag TG12020

Tauranga 3110

SHARE REGISTRY

Link Market

Services Limited

Level 11

Deloitte House

80 Queen Street

Auckland 1010

Principle 8 – Shareholder Rights & Relations

The Board fosters constructive relationships with

shareholders which encourages them to engage with

the Company.

The Board aims to ensure shareholders are provided

with all information necessary to assess the

Company’s strategic direction and performance. It

does this through a communication strategy which

includes:

• Periodic and continuous disclosure to NZX;

• Information provided to media and briefings to

major shareholders;

• Half-year and annual reports;

• The Company’s website with an investor

relations section;

• Future direction presentation at the Annual

Shareholders’ Meeting which is conducted in a

very open manner, and a range of questions are

considered.

The Company aims to ensure the process of

communication with investors is easy and uses a

variety of channels and technologies to keep its

shareholders informed, including by providing and

encouraging investors to receive communications

electronically.

Major Decisions

All major decisions which may result in a change in

the nature of the Company’s business are subject

to shareholder approval in accordance with the

Company’s Constitution, the Companies Act 1993

and the NZX Listing Rules. No major decisions

required shareholder approval in the reporting period.

Capital Raising

When considering any raise of additional capital the

Board considers the interests of all shareholders

when assessing its options to raise capital. Where

considered appropriate the Board will look to raise

additional equity capital from existing shareholders

on a pro-rata basis. Where such course of action is

not considered appropriate in the circumstances the

Company will explain the rationale behind its chosen

preference in the next published annual report.

Stakeholder Interests

The Board respects the interests of stakeholders

within the context of the Company’s ownership

type and its fundamental purpose. Comvita aims

to manage its business in a way that will produce

positive outcomes for all stakeholders including

the public, customers, employees, shareholders

and suppliers. The Company is strongly committed

to acting in a socially responsible manner with all

stakeholders, including the wider community.

Further detail

Further detail as required by the NZX Listing Rules

and Companies Act 1993 is included in the Financial

Statements supplied with, and as part of, the Annual

Report.

DIRECTORY

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.