Notice of Annual Meeting

COMVITA LIMITED NOTICE OF ANNUAL MEETING 2019
Notice is given that the Annual Meeting of Comvita Limited (“the Company”) will be held at 2.00pm on
Thursday 17 October 2019 at their East Wing Warehouse, Comvita, 23 Wilson Road South, Paengaroa, 3189.
THE NATURE OF THE BUSINESS TO BE TRANSACTED AT THE MEETING IS:
A.

Apologies and Chairman’s Introduction
B.

Reports and Financial Statements
To receive and consider the Annual Report, including the audited Financial Statements of the Company, for the
year ended 30 June 2019.
C.

Comvita Constitution (Resolution 1)
To consider, and if thought fit to pass, the following special resolution:
1.

“That the existing Constitution of Comvita Limited be revoked and the Constitution tabled at the Annual
Meeting and signed by the Chairman for the purposes of identification be adopted with effect from the
close of the meeting.”
(See explanatory notes)
D.

Appointment and Remuneration of Auditors (Resolution 2)
To consider, and if thought fit to pass, the following ordinary resolution:
2.

“That the meeting record the re-appointment of KPMG as the auditors of the Company for the current
financial year ending 30 June 2020 pursuant to section 207T of the Companies Act 1993, and authorise the
Board to fix KPMG’s remuneration.”
E.

Director’s Elections (Resolutions 3-7)
To consider, and if thought fit to pass, the following ordinary resolutions:
3.

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

“That Sarah Kennedy, who retires by rotation and is eligible for re-election, be re-elected as a Director of
the Company.”
5.

“That Bob Major be elected as a Director by shareholders.”
6.

“That Zhu Guangping be elected as a Director by shareholders.”
7.

“That Cheng Dayong (China Resources) be elected as a Director by shareholders.”
(See explanatory notes)

F.

General Business
Proxies
Shareholders are entitled to appoint a proxy to attend and vote at the meeting. A proxy does not need to be a
shareholder. If you appoint a proxy you may either direct your proxy how to vote for you or you may give your
proxy discretion to vote as he or she sees fit. If you do not tick a box for any particular resolution your proxy may
vote as he or she sees fit. A proxy form is enclosed with this Notice of Meeting and contains further instructions.
Please complete and sign the Proxy Form and Voting Instructions (keep intact), and lodge it, to be received by
the Company’s share registry, Link Market Services, no later than 2.00pm on Tuesday 15 October 2019.

Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the meeting on its behalf in the same
manner as that in which it could appoint a proxy.


Signed by:

Neil Craig
Chairman
On behalf of the Board of Directors
30 September 2019

EXPLANATORY NOTES
An ordinary resolution where referred to means a resolution of shareholders of the Company which is approved by a
simple majority of the votes of those shareholders of the Company entitled to vote and voting on the resolution.
Resolutions 2-7 for consideration at the Annual Meeting are ordinary resolutions.
A special resolution where referred to means a resolution of shareholders of the Company which is approved by a
majority of 75% of the votes of those shareholders of the Company entitled to vote and voting on the resolution.
Resolution 1 is a special resolution.
None of the resolutions presented at the meeting are subject to any voting restrictions.
A copy of the Company’s current Constitution can be viewed online at the Companies Office website
www.business.govt.nz/companies and at the Company’s registered office, 23 Wilson Road South, Paengaroa, free of
charge. A copy of the Main Board Listing Rules can be viewed on NZX Limited’s website at www.nzx.com.

RESOLUTION 1
On 1 January 2019, NZX Limited (“NZX”) introduced new NZX Listing Rules (“New Listing Rules”) which replaced the
former NZX Main Board Listing Rules dated 1 October 2017. Each listed company was entitled to select a time
between 1 January and 30 June 2019 at which it would transition to be governed by the New Listing Rules. The
Company elected to transition to the New Listing Rules on 28 June 2019.
To comply with the New Listing Rules the Company needs to amend its Constitution. An amended Constitution has
been prepared and a copy, marked up to show the changes from the existing Constitution, is available on the
Company’s website at https://www.comvita.co.nz/investor, or may be obtained on request by emailing
Investor.Relations@comvita.com
The new Constitution does not impose or remove a restriction on the activities of the Company, and accordingly, no
shareholder buy out rights arise under section 110 of the Companies Act 1993. Sharp Tudhope, the Company’s
external legal adviser, has provided an opinion to NZX that it considers the new Constitution to comply with the New
Listing Rules, as required by Listing Rule 2.19.1.
A summary of the key changes to the Constitution is set out in the table appended to this Notice. In principle the
changes are limited to those required to comply with the New Listing Rules, other than a few general updates.
Resolution 1 is a special resolution, meaning it must be approved by a majority of 75% of the votes of those
shareholders entitled to vote and voting on the resolution.
Refer to the Appendix for a summary of key changes to the Constitution.
RESOLUTION 2
KPMG is automatically appointed as the auditor of the Company under section 207T of the Companies Act 1993.
Section 207S of the Companies Act provides that if the auditor is appointed at a meeting of the Company the fees and
expenses of the auditor must be fixed by the Company at the meeting or in the manner that the Company determines
at the meeting. Resolution 2 accordingly authorises the directors of the Company to fix the fees and expenses of the
auditor for the financial year ending 30 June 2020.
RESOLUTIONS 3 – 7
In accordance with clause 26.1 of the Company’s Constitution, the Board has fixed the number of directors at eight. At
this Annual Meeting there will be elections for five directors. Two of the six Directors (Paul Reid and Sarah Kennedy)
are standing down by rotation, and offer themselves for re-election. The Board considers that both Mr Reid and Ms
Kennedy qualify as independent directors.

Bob Major was appointed to the Board on 1 September 2019. In accordance with Clause 26.3 of the Company’s
Constitution, the shareholders are now asked to formally elect Mr Major as a Director. The Board unanimously
endorses Mr Major’s nomination for appointment to the Board. Further, the Board considers that Mr Major qualifies
as an independent director.
The Company has received additional nominations for the election of Zhu Guangping and Cheng Dayong, who are
standing for election under clause 26.2 of the Company’s Constitution.
Zhu Guangping is associated with Li Wang, the largest shareholder in the Company with a shareholding of greater
than 5%. Mr Zhu therefore does not qualify as an independent director.
Cheng Dayong is associated with China Resources Enterprise Limited, the second largest shareholder in the Company
with a shareholding of greater than 5%. Mr Cheng therefore does not qualify as an independent director.
The Board unanimously endorses both Mr Zhu and Mr Cheng’s appointment to the Board.
A brief biographical note of the persons seeking re-election / election as directors is set out below.

Paul Reid
Paul is an innovative thinker who understands digital trends and application in the
commercial area. Currently Paul is Chair of Figured (an accounting platform for farming
businesses) and Volpara Health Technologies Limited (ASX:VHT), Director of Christchurch
Airport and Pukeko Pictures GP (Global Entertainment Company) and an advisory board
member to several technology businesses. He has held a number of key executive roles in
the transformation of businesses including NZ Post Group, Air New Zealand, MetService
and Carter Holt Harvey. Paul holds honours degrees in Mathematics and Operations
Research. Paul joined the Comvita Board in May 2017.

Sarah Kennedy
Sarah is a Director of Lifestream International, a 100% New Zealand owned company
specialising in bioavailable, ethical, plant-based health foods. Prior to this she was the
CEO of Designer Textiles International. From 2011 to 2014, Sarah was with Fonterra and
held roles as Vice President International Farming based in China, Managing Director of
Dairy Nutrition and Managing Director of RD1 - Fonterra's chain of rural retail stores. Prior
to that, Sarah had 10 years as Managing Director of Healtheries/Vitaco NZ Limited and
during this time she handled the sales and distribution role for Comvita in NZ. During her
time at Healtheries, she oversaw the merger of Healtheries with Nutralife, doubling the
size of the organisation and increasing market share significantly in both NZ and
Australia, along with taking the business into international markets. Sarah is originally a veterinarian by training and
has held a number of other senior executive positions in agribusiness and food industries. Sarah joined the Comvita
Board in July 2015.

Bob Major
Bob Major has a Master’s degree in Science from Massey University. He has spent the
majority of his career in various roles within the New Zealand dairy industry, working for
Fonterra, the New Zealand Dairy Board and the New Zealand Dairy Research Institute. He
has held global leadership roles for Fonterra in a number of areas including strategy,
mergers and acquisitions, ingredients sales and marketing and innovation. He has held
regional leadership roles in the Middle East, Hong Kong and China, and was on the senior
leadership team of both the New Zealand Dairy Board and Fonterra.
Bob is Chairman of Gibbs Holdings (Nelson) Ltd, and a director of Kiwirail, BioVittoria and Miro Berries. He Chairs High
Value Nutrition, one of the National Science Challenges, the Avocado Primary Growth Partnership and is a member of
the Oriens Capital Investment Committee. Bob is a past Chair of The Mud House Wine Group and has been a director
of Westland Milk Products, the Sealord Group and Barker Fruit Processors. Bob is a Chartered Fellow of the New
Zealand Institute of Directors.

Zhu Guangping
Mr. Zhu Guangping established Shenzhen Comvita Natural Food Co. Ltd in 2004, which
introduced the Comvita brand into the China market and set up the first franchised store
of Comvita. Shenzen Comvita Natural Food Co. Ltd was Comvita’s exclusive distributor in
China for 12 years prior to selling 51% to Comvita in 2017. Comvita acquired the balance
of 49% in July 2019. In addition to Comvita business, Mr. Zhu owns and operates
businesses in manufacturing, real estate and retail. He has extensive experience in
business management, strategy, investment and luxury goods industries. He has held
directorship and chairmanship positions in a number of public and private companies in
China and Hong Kong. Mr Zhu holds an EMBA from CKGSB. Mr Zhu is the husband of Li
Wang, Comvita’s largest shareholder with approximately 17.2% of Comvita. If elected, Li
will be Mr Zhu’s Alternate.

Cheng Dayong
Mr. Cheng Dayong is the General Counsel of the Legal & Secretarial Department at China
Resources Enterprise, Limited. China Resources own approximately 9.2% of Comvita. Mr
Cheng joined China Resources Group in 2003. Prior to that, he had worked in private
practice and has extensive experience in corporate and commercial legal work as well as
regulatory compliance.
Mr. Cheng holds a Bachelor of Laws degree from the University of International Business
and Economics, China. He is a member of All China Lawyers Association and a resident
of Hong Kong.

APPENDIX – SUMMARY OF KEY CHANGES TO THE CONSTITUITON
CLAUSE SUBJECT MATTER PROPOSED CHANGE
1.1 Definitions The definitions section has been updated to align with the
terminology used in the New Listing Rules. In particular, the
term “Financial Product” has been included. Throughout the
Constitution references to “securities” have then been
replaced with reference to “Financial Products”. This aligns
both with the terminology used in the New Listing Rules and
also the terminology used in the Financial Markets Conduct
Act 2013.
7.1 Failure to comply with Rules Changes to this clause reflect wording changes that have
been made to the relevant rule in the New Listing Rules.
26.1 Number of Directors Consistent with the New Listing Rules this clause has been
amended to provide that at least two directors must be
independent directors.
26.2 Appointment of Directors by
Equity Security Holders
This clause has been amended to clarify that the nomination
and appointment of directors must comply with the specific
rules for nomination and appointment set out in the New
Listing Rules, including that any appointment or election of a
director must be voted on individually.
26.3 and 28 Director Rotation These clauses have been amended to reflect the new
requirements for director rotation as set out in the New
Listing Rules. Specifically, the New Listing Rules provide that
a director must not hold office (without re-election) past the
third annual meeting after the director’s appointment or
three years, whichever is longer. The prior listing rules
required one third of directors (or the number nearest to one
third) to retire from office (but be eligible for re-election).
26.5 Alternate Directors This is a new clause inserted to allow directors to appoint
alternate directors in accordance with the New Listing Rules.
37 Director Remuneration and
Reimbursement of Expenses
This new clause has been inserted to provide that the Board
may authorise remuneration and other benefits to be paid to
the Directors in accordance with the Listing Rules and the
Companies Act.
38.1 Managing Director The New Listing Rules no longer permit executive directors to
be exempt from the requirements for director rotation.
Changes have been made to clauses 28 and 38 to reflect the
removal of such exemption.
41 Voting A new clause 41 has been inserted to clarify that at all times
the voting restrictions set out in the New Listing Rules must
be complied with.

Schedule 2
8.1 Methods of holding
Meetings
This clause has been updated to reflect updated market
practice and the provisions of the Companies Act (including
with regard to the use of electronic communications).
19-25 Voting These clauses have been updated to reflect the requirement
in the New Listing Rules that voting at meetings of
shareholders must be conducted by way of poll.
31 Form of Proxy This clause has been updated to reflect the form of proxy
provisions in the New Listing Rules, including that the proxy
form must clearly state who is subject to voting restrictions
on each resolution.
34 Voting by Electronic Means Consistent with amendments to the Companies Act the new
Constitution provides for votes to be cast by electronic
means where permitted by law and the Board.
Schedule 3

11.2 Interested Directors This new clause sets out the general prohibition on voting
where a director is interested in a matter to be considered by
the Board, and also provides for limited exceptions to that
general prohibition.

VENUE INFORMATION
East Wing Warehouse
Comvita
23 Wilson Road South
Paengaroa

Directions: Please enter via Gate 4 on Wilson Road South. Parking marshals will direct you on arrival.

Footwear: Due to Health & Safety regulations in the Warehouse, please wear flat, closed-in shoes.

Experience Comvita Café: Please note that our café will be open for coffee only prior the meeting.
Refreshments will be served at our café post meeting.

---

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

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





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

PROXY FORM/ADMISSION CARD FOR COMVITA LIMITED’S 2019 ANNUAL MEETING
The Annual Meeting of Comvita Limited will be held at 2.00pm on Thursday 17 October 2019 at their East Wing Warehouse, Comvita, 23 Wilson Road
South, Paengaroa. If you attend the Meeting, please bring this form to assist with your registration. If you do not propose to attend the Meeting but wish
to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions above) to Comvita’s share registry, Link
Market Services, by no later than 2.00pm on Tuesday 15 October 2019. You can also appoint your proxy and vote on the resolutions on the reverse of
this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/CVT or by scanning the QR code above with your smartphone.

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

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

Appointing the Chairman of the meeting or a Director as your proxy
If you expressly appoint the Chairman of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution,
you acknowledge that they will exercise your vote in favour of resolutions 1 to 7.

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

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

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

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

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

Or ________________________________________ (name) of ____________________________________________________________ (address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules) at the Annual Meeting of Comvita
Limited to be held on Thursday 17 October 2019, at 2.00pm, at East Wing Warehouse, Comvita, 23 Wilson Road South, Paengaroa and at any
adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS .
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If no box is ticked for an item, your proxy may vote as he/she sees fit.
No voting restrictions apply in respect of the resolutions outlined below.
RESOLUTIONS
To Consider and, if thought fit, pass the following special resolution:

For Against Abstain Proxy
Discretion
1.
That the existing Constitution of Comvita Limited be revoked and the Constitution tabled at
the Annual Meeting and signed by the Chairman for the purposes of identification be adopted
with effect from the close of the meeting.
   

To consider and, if thought fit, pass the following ordinary resolutions:
For Against Abstain Proxy
Discretion
2.
That the meeting record the re-appointment of KPMG as the auditors of the Company for the
current financial year ending 30 June 2020 pursuant to section 207T of the
Companies Act 1993, and authorise the Board to fix KPMG’s remuneration.
   
3.

To re-elect Paul Reid to the Board of Directors.

   
4.

To re-elect Sarah Kennedy to the Board of Directors.




 
5.

To elect Bob Major to the Board of Directors.




 
6.

To elect Zhu Guangping to the Board of Directors.




 
7.

To elect Cheng Dayong to the Board of Directors.




 



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

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

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

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