Comvita announces NZ$50 million equity raising

1

28 May 2020
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

COMVITA LIMITED ANNOUNCES NZ$50 MILLION EQUITY RAISING TO IMPROVE
BALANCE SHEET FLEXIBILITY AND BUILD RESILIENCE
Comvita Limited (Comvita) has today announced its intention to raise approximately NZ$50 million via a NZ$20
million placement (Placement) to institutional investors, together with an approximately NZ$30 million 1 for 4.15
pro-rata accelerated non-renounceable entitlement offer (Entitlement Offer) (together the Offer). The Offer is
fully underwritten by Craigs Investment Partners Limited and Forsyth Barr Group Limited.
Chairman, Brett Hewlett said “Comvita has continued to benefit from strong demand for its products as
consumers are actively choosing natural products that strengthen immunity. In addition, this year’s Mānuka
honey harvest has been very strong in terms of both volume and quality setting us up nicely to meet that strong
demand in larger key target markets of China and North America. The business continues to make good
progress on its cost out and business transformation programme, trading profitably January through May and
paying down debt from improving operating cashflows. The Board believes that now the market conditions have
stabalised, it is prudent to undertake the equity raising as foreshadowed earlier in the year to reset the capital
structure, build greater resilience in our balance sheet and enable the business, under new the CEO, David
Banfield to focus on profitable growth”.
Key highlights
• Comvita is undertaking an approximately NZ$50 million equity raising at an offer price of NZ$2.50 per
share via a NZ$20 million underwritten Placement, together with an approximately $30 million 1 for
4.15 underwritten Entitlement Offer to reset its capital structure, build resilience and support its growth
agenda.
• Comvita has experienced strong trading performance year to date across most major markets with
year-to-date sales up 7%
1
on a like-for-like basis and year-to-date gross margin up from 39%
1
to 49%.
• Very strong honey harvest season with volume increased 84% and quantity of UMF
TM2
10+ up 185%.
• Three point plan to stabilise performance, transform the organisation and build long term resilience and
growth well underway, including Comvita’s NZ$15 million business transformation programme.
• The Board believes it prudent to now pursue an equity raising as foreshadowed earlier in the year to
reset capital structure, build resilience and position the business to take advantage of future growth
opportunities.
• All of the Independent directors and the CEO will be supporting the offer with a minimum combined
committed participation of $0.5m
• Comvita continues to be well supported by its debt provider and post capital raise has secured new
debt facilities and terms to 1 July 2022
• Post the equity raising, Comvita expects net bank debt / FY20 Underlying EBITDA (per guidance)
3
to
decrease from 3.6x to 0.9x (as at 30 June 2020).

1
Adjusts FY19 financial results to include the China Joint Venture as if the acquisition of the remaining 49% shares that Comvita did not previously own
was completed at the start of the financial year
2
Unique Mānuka factor
3
Underlying EBITDA is earnings before interest tax depreciation and amortisation and excludes any non-operating and non-recurring items (of the same
nature as disclosed in Comvita’s 1H20 results released on 27/2/2020). FY20 Underlying EBITDA is based on a post-IFRS-16 basis and therefore excludes
lease cost from EBITDA and is a non-GAAP measure. We monitor this as a key performance indicator and believe it assists investors in assessing the
performance of the core operations of our business. FY20 Underlying EBITDA is assumed to be at the mid point of the $17-19m range (i.e. $18m)

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Equity raising details
The fully underwritten approximately NZ$50 million equity raise comprises a NZ$20 million Placement and an
approximately NZ$30 million Entitlement Offer.
Under the Entitlement Offer, eligible shareholders may subscribe for 1 new ordinary share for every 4.15 existing
shares held as at 5.00pm (NZST) on the Record Date of Friday, 29 May 2020, at an application price of NZ$2.50
per new share. The application price reflects a 34.4% discount to NZ$3.81, being the last closing price of
Comvita’s shares on the NZX on the night prior, Wednesday, 27 May 2020 and a 27.2% discount to the
theoretical ex-rights price of NZ$3.43 (TERP)
4
.
The transaction will be supported by all of the Independent Directors and the CEO who have committed to
subscribe for $0.5 million of new shares.
Placement details
The Placement to institutional investors will raise NZ$20 million at the offer price of NZ$2.50 per share. The
Placement comprises the issue of 8.0 million shares to eligible, sophisticated and other institutional investors
located in New Zealand, Australia and other selected international jurisdictions. The placement represents
11.5% of Comvita’s ordinary shares on issue following the Entitlement Offer.
Settlement of the Placement is scheduled to take place on Wednesday, 3 June 2020, with commencement of
trading of new shares on the NZX on the same day.
Entitlement offer details
The 1 for 4.15 Entitlement Offer will raise a total of approximately NZ$30 million at an application price of
NZ$2.50 per share. The Entitlement Offer will be conducted in two parts, a component to institutional investors
(Institutional Entitlement Offer) and a component to retail shareholders (Retail Entitlement Offer). The
Entitlement Offer is non-renounceable, and entitlements will not be tradeable or otherwise transferrable.
Eligible shareholders under the Institutional Entitlement Offer include sophisticated, professional and other
institutional shareholders located in Australia, New Zealand and select international jurisdictions as at 5.00pm
(NZST) on the Record Date of Friday, 29 May 2020 (Eligible Institutional Shareholders). The Institutional
Entitlement Offer will be accelerated and will close on Thursday, 28 May 2020.
The Retail Entitlement Offer will be offered to eligible retail shareholders with registered addresses in New
Zealand as at 5.00pm (NZST) on the Record Date (Eligible Retail Shareholders). The Retail Entitlement Offer
will open on Wednesday, 3 June 2020, and close on Friday, 12 June 2020 (unless extended). Provided they
have taken up their full entitlement, Eligible Retail Shareholders may also apply for additional new shares not
taken up by other retail shareholders up to a maximum of 100% above their pro-rata entitlement. The Retail
Offer Document, containing full details of the Entitlement Offer, will be sent to Eligible Retail Shareholders on
Wednesday, 3 June 2020.
The rights will not be listed on NZX and there will be no shortfall bookbuild for those entitlements not taken up.
Those shareholders who do not exercise their entitlements, or who are ineligible to do so, will have their
shareholdings diluted. Retail shareholders who do not use a custodian or nominee to hold their shareholding are
strongly encouraged to complete applications online via www.comvitashareoffer.co.nz given the likelihood of
delays with the postal system at this time. Those that do apply for shares by postal applications are strongly
encouraged to mail their applications as early as possible during the offer period.


4
TERP is the Theoretical Ex-Rights Price at which Comvita’s ordinary shares would trade immediately after the ex-rights date for the Offer. TERP is
calculated with reference to Comvita’s closing share price of NZ$3.81 on 27 May 2020 and includes all new shares issued under the placement and the
Offer. TERP is a theoretical calculation only and the actual price at which Comvita’s ordinary shares will trade immediately after the ex-rights date for the
Offer will depend on many factors and may not be equal to TERP

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Indicative timetable
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Event Date
Announcement of equity raising and trading halt pre market open Thursday, 28 May 2020
Institutional Entitlement Offer and Placement opens
Thursday, 28 May 2020
Institutional Entitlement Offer and Placement closes
Thursday, 28 May 2020
Announce Results of Institutional Entitlement Offer Friday, 29 May 2020
Trading halt lifted and shares recommence trading on NZX on an
ex-entitlement basis
Friday, 29 May 2020
Record Date for the Entitlement Offer
Friday, 29 May 2020
Retail Entitlement Offer opens Wednesday, 3 June 2020
Dispatch of the Offer Document and Entitlement and Acceptance Forms to
Eligible Retail Shareholders
Wednesday, 3 June 2020
Settlement of Placement and Institutional Entitlement Offer and commencement
of trading of allotted New Shares on the NZX
Wednesday, 3 June 2020
Retail Entitlement Offer closes Friday, 12 June 2020
Announce results for Retail Entitlement Offer Wednesday, 17 June 2020
Settlement of Retail Entitlement Offer and commencement of trading of allotted
New Shares on the NZX
Friday, 19 June 2020
Despatch of holding statements for New Shares issued under the Retail
Entitlement Offer
Friday, 19 June 2020

Additional information
Additional information regarding the Offer is contained in the investor presentation accompanying this
announcement. The investor presentation contains important information including key risks and foreign selling
restrictions with respect to the Offer.
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors are
encouraged to seek appropriate professional advice before making any investment decision.
For any questions in respect of the Retail Entitlement Offer, please visit www.comvitashareoffer.co.nz or call
Link Market Services Limited on +64 9 375 5998 (within New Zealand) between 8:30am and 5.00pm (NZST)
Monday to Friday during the Retail Entitlement Offer Period. For other questions, investors should contact their
broker, solicitor, accountant, financial adviser or other professional adviser.
Authorised for release by the Board of Comvita Limited.




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This timetable is indicative only and may change without notice at the Company’s discretion or subject to the requirements of the NZX Listing Rules.
Comvita has the ability at its discretion to make changes including to extend the closing date for the Retail Entitlement Offer, to withdraw the Entitlement
Offer at any time prior to the issue of the New Shares and/or to accept late applications either generally or in specific areas.

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For more information on the content of this announcement, please contact:
David Banfield
Chief Executive Officer
Comvita Limited
Contact: 021 041 5630

Brett Hewlett
Chair
Comvita Limited
Contact: 021 740 160



Important Notices and Disclaimer
This announcement has been prepared for publication in New Zealand, and may not be released to US wire
services or distributed in the United States. This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in
this announcement have not been, and will not be, registered under the US Securities Act of 1933 (the “US
Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be
offered or sold in the United States except in transactions exempt from, or not subject to, registration under the
US Securities Act and applicable US state securities laws.
Forward-looking statements
This announcement contains certain forward-looking statements about Comvita. The “may”, “will”, “expect”,
“intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance” and other similar expressions are intended to
identify forward-looking statements. Forward-looking statements in this announcement include statements
regarding: statements regarding plans, strategies, growth initiatives and objectives of management, timing,
expected costs for Comvita, based on its estimates for 2020 and beyond and the future operation and financial
performance of Comvita, and the outcome of the Placement and the Entitlement Offer and the use of proceeds
therefrom. Forward-looking statements, including projections, guidance on future earnings and estimates are
provided as a general guide only and should not be relied upon as an indication or guarantee of future
performance. No representation, warranty or assurance (express or implied) is given or made in relation to any
forward-looking statement by any person (including Comvita). In particular, no representation, warranty or
assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-
looking statements in this announcement will actually occur. Actual results, performance or achievement may
vary materially from any projections and forward-looking statements and the assumptions on which those
statements are based. Readers are cautioned not to place undue reliance on forward looking statements and
Comvita assumes no obligation to update such information.
All dollar values are in New Zealand dollars (“$” or “NZ$”) unless stated otherwise.
This announcement contains certain financial measures that are “non-GAAP financial measures” under the
Financial Markets Conduct Regulations and guidance issued by the New Zealand Financial Markets Authority,
"non-IFRS financial information" under ASIC Regulatory Guide 230 ‘Disclosing non-IFRS financial information’
published by ASIC and also “non-GAAP financial measures” within the meaning of Regulation G under the U.S.
Securities Exchange Act of 1934, as amended, and are not recognised under Australian Accounting Standards
(“AAS”) and International Financial Reporting Standards (“IFRS”). The non-IFRS/non-GAAP financial information
does not have a standardised meaning prescribed by AAS and IFRS and therefore, may not be comparable to
similarly titled measures presented by other entities, nor should they be construed as an alternative to other
financial measures determined in accordance with AAS or IFRS. Investors are cautioned not to place undue
reliance on any non-IFRS/non-GAAP financial information included in this announcement. The non-GAAP / non-
IFRS financial information is not audited, and caution should be exercised as other companies may calculate
these measures differently.
In addition, the pro forma historical financial information included in this announcement is for illustrative
purposes only and is not represented as being indicative of Comvita’s or anyone else’s, views on its future
financial position and/or performance. Such information does not purport to be in compliance with Article 11 of
Regulation S-X under the US Securities Act and was not prepared with a view towards compliance with the rules
and regulations or guidelines of the U.S. Securities and Exchange Commission or the American Institute of
Certified Public Accountants for the preparation and presentation of pro forma financial information. The pro
forma historical financial information has been prepared by Comvita in accordance with the measurement and
recognition requirements, but not disclosure requirements, prescribed by NZ IFRS.

---

1


1 for 4.15 Accelerated Non-renounceable
Entitlement Offer

28 May 2020

Not for distribution or release in the United States
This offer document is an important document. You should read the entire document before deciding what action
to take with respect to your entitlements. If you have any doubts as to what you should do, please consult your
broker, financial, investment or other professional adviser. This Offer Document may not be distributed outside
New Zealand, except to certain institutional and professional investors in such other countries and to the extent
contemplated in this Offer Document.

2
CONTENTS


IMPORTANT NOTICE 3

PART 1: LETTER FROM THE CHAIR 5

PART 2: OFFER AT A GLANCE 6

PART 3: IMPORTANT DATES 7

PART 4: DETAILS OF THE OFFER 9

PART 5: GLOSSARY 17

PART 6: DIRECTORY 20

3
IMPORTANT NOTICE



GENERAL INFORMATION

This Offer Document has been prepared by Comvita
Limited (Comvita) in connection with an accelerated
non-renounceable entitlement offer of ordinary
shares in Comvita (Offer).

The Offer is made under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conduct Act
2013 (FMCA).

This Offer Document is not a product disclosure
statement or other disclosure document for the
purposes of the FMCA or any other law, has not
been lodged with the Financial Markets Authority,
and does not contain all of the information that an
investor would find in a product disclosure statement
or other disclosure document, or which may be
required in order to make an informed investment
decision about the Offer or Comvita.

ADDITIONAL INFORMATION AVAILABLE UNDER
CONTINUOUS DISCLOSURE OBLIGATIONS

Comvita is subject to continuous disclosure
obligations under the Listing Rules. Market releases
by Comvita and the investor presentation released in
connection with this Offer, are available at
www.nzx.com under the code CVT.

Comvita may, during the period of the Offer, make
additional releases to the NZX. To the maximum
extent permitted by law, no release by Comvita to the
NZX will permit an applicant to withdraw any
previously submitted application without Comvita’s
prior consent.

OFFERING RESTRICTIONS

This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or
to any person to whom, it would not be lawful to
make such an offer or invitation.

No action has been taken to permit a public offering
of the New Shares in any jurisdiction outside New
Zealand, except to Institutional Investors in Australia,
Hong Kong and South Korea. The distribution of this
document in a jurisdiction outside New Zealand may
be restricted by law and persons who come into
possession of it (including nominees, trustees or
custodians) should seek advice on and observe any
such restrictions.

No person may subscribe for, purchase, offer, sell,
distribute or deliver New Shares, or be in possession
of, or distribute to any other person, any offering
material or any documents in connection with the
New Shares, in any jurisdiction other than in
compliance with all applicable laws and regulations.
Without limitation, this document may not be sent into
or distributed in the United States.

This Offer Document, any accompanying NZX
announcements and the Entitlement and Acceptance
Form do not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the
United States or to any person who is acting for the
account or benefit of any person in the United States
(to the extent such person is acting for the account or
benefit of a person in the United States), or in any
other jurisdiction in which, or to any person to whom,
such an offer would be illegal.

Neither the Entitlements nor the New Shares have
been, or will be, registered under the US Securities
Act of 1933, as amended (US Securities Act) or the
securities laws of any state or other jurisdiction of the
United States. Accordingly, the Entitlements may not
be issued to, or taken up or exercised by, and the
New Shares may not be offered or sold, directly or
indirectly, in the United States or to persons acting
for the account or benefit of a person in the United
States (to the extent such persons hold Existing
Shares and are acting for the account or benefit of a
person in the United States), except in transactions
exempt from, or not subject to, the registration
requirements of the US Securities Act and the
applicable securities laws of any state or other
jurisdiction of the United States. The Entitlements
and the New Shares to be offered and sold in the
Retail Entitlement Offer pursuant to this Offer
Document may only be offered and sold outside the
United States in “offshore transactions” (as defined in
Rule 902(h) under the US Securities Act), in reliance
on Regulation S.

FORWARD-LOOKING STATEMENTS

This Offer Document and the investor presentation
released in connection with this Offer may include
certain “forward-looking statements” Comvita and the
environment in which Comvita operates, such as
indications of, and guidance on, future earnings and
financial position and performance. Forward-looking
information is inherently uncertain and subject to
contingencies, known and unknown risks and
uncertainties and other factors, many of which are
outside of Comvita’s control, and may involve
significant elements of subjective judgement and
assumptions as to future events which may or may
not be correct. A number of important factors could
cause actual results or performance to differ
materially from the forward-looking statements. No
assurance can be given that actual outcomes or
performance will not materially differ from the
forward-looking statements. The forward-looking
statements are based on information available to

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Comvita as at the date of this presentation. Except as
required by law or regulation (including the NZX
Listing Rules), Comvita undertakes no obligation to
provide any additional or updated information
whether as a result of new information, future events
or results or otherwise.

CHANGES TO THE OFFER

Subject to the Listing Rules, Comvita reserves the
right to alter the dates set out in this Offer Document.
Additionally, Comvita reserves the right to withdraw
all or any part of the Offer (either generally or in
particular cases) and the issue of New Shares at any
time before the Allotment Date at its absolute
discretion.

NO GUARANTEE

No person named in this document (nor any other
person) guarantees the New Shares to be issued
pursuant to the Offer or warrants the future
performance of Comvita or any return on any
investment made pursuant to this document.

DECISION TO PARTICIPATE IN THE OFFER

The information in this Offer Document does not
constitute a recommendation to acquire New Shares
nor does it amount to financial product advice. This
Offer Document has been prepared without taking
into account the particular needs or circumstances of
any applicant or investor, including their investment
objectives, financial and/or tax position.

PRIVACY

Any personal information provided by Eligible
Shareholders to Comvita online or on the Entitlement
and Acceptance Form or otherwise in connection
with the Offer will be held by Comvita and/or the
Registrar at the addresses set out in the Directory.

Comvita and/or the Registrar may store your
personal information in electronic format, including in
online storage or on a server or servers which may
be located in New Zealand, Australia or overseas.
The information will be used for the purposes of
responding to your enquiries about the Offer,
processing your online application or Entitlement and
Acceptance Form and administering your investment
in Comvita.

This information will only be disclosed to third parties
with your consent or if otherwise required by law. If
you do not provide us with all of the information
requested of you, we may be unable to respond to
your enquires, process your online application or
Entitlement and Acceptance Form to take part in the
Offer or otherwise administer your investment in
Comvita. Under the Privacy Act 1993 (New
Zealand), you have the right to request access to and
correct any personal information held by Comvita
about you.

ENQUIRIES

Enquiries about the Offer can be directed to an NZX
Primary Market Participant, or your solicitor,
accountant or other professional adviser. If you have
any questions about the number of New Shares
shown on the Entitlement and Acceptance Form that
accompanies this document, or how to apply online
or to complete the Entitlement and Acceptance Form,
please contact the Registrar.

DEFINED TERMS

Capitalised terms used in this Offer Document have
the specific meaning given to them in the Glossary at
Part 5 of this Offer Document.

5
PART 1: LETTER FROM THE CHAIR



Comvita Limited has today announced its intention to raise approximately NZ$50 million via an approximately
NZ$30 million underwritten 1 for 4.15 pro-rata accelerated non-renounceable entitlement offer (the Offer)
together with a NZ$20 million underwritten placement to institutional investors.

Comvita is going through a period of significant transformation and change. Over the last six months, Comvita
has completed its strategic review which commenced in August 2019 and appointed David Banfield as the new
Chief Executive to lead the business forward.

Against this backdrop, this year has marked a significant turnaround in Comvita’s trading and financial
performance as the business has benefited from the strong demand for its products and the Mānuka honey
harvest has been very strong in terms of both volume and quality. In addition, the new management team is
making good progress on Comvita’s three-point plan to stabilise performance, transform the organisation and
build long term resilience and growth, including Comvita’s 3-year, $15 million cost-out and business
transformation programme with early results already starting to show.

A key element of Comvita’s strategic plan going forward is to reset its capital structure to provide greater
flexibility and resilience to the balance sheet and to enable the business to focus on profitable growth. The
Board believes it is now prudent at this time to undertake an equity raising to achieve this. Comvita has also
been actively engaging with its debt provider who remains supportive of the business and Comvita has secured
new debt facilities and terms to 1 July 2022.

Under the Offer, eligible shareholders may subscribe for 1 new ordinary share for every 4.15 existing shares
held as at 5.00pm (NZST) on the Record Date of 29 May 2020, at an Offer Price of NZ$2.50 per new share.
The Offer Price reflects a 34.4% discount to NZ$3.81, being the last closing price of Comvita’s share on the
NZX on Wednesday, 27 May 2020, and a 27.2% discount to the theoretical ex-rights price of NZ$3.43
1
(TERP).

The placement and the institutional component of the Offer will be accelerated and will close on 28 May 2020.
Eligible Retail Shareholders have until 5.00pm (NZST) on 12 June 2020 to subscribe for New Shares. In
addition to being able to take up their Entitlement, Eligible Retail Shareholders may also apply for additional
New Shares not taken up by other Eligible Retail Shareholders up to a maximum of 100% above their pro-rata
entitlement. The Entitlements will not be listed on NZX and there will be no shortfall bookbuild for those
Entitlements not taken up. Those shareholders who do not exercise their Entitlements, or who are ineligible to
do so, will have their shareholdings diluted. Online application at www.comvitashareoffer.co.nz is strongly
encouraged given the likelihood of delays with the postal system at this time.

I am pleased to confirm that all of the Independent Directors and the CEO will support the Offer with a minimum
combined participation of $0.5 million.

Comvita is the global market leader with the #1 global brand of Mānuka honey. Our vertically integrated
operations will continue to ensure that all Comvita UMF
TM
Mānuka honey remains traceable ‘from the hive to
the consumer’ and enables us to continue to produce UMF
TM
Mānuka honey of the highest quality. On behalf
of the Board, I thank you for your continued support. We welcome your participation in this Offer.


Brett Hewlett
Chairman


1
TERP is the Theoretical Ex-Rights Price at which Comvita’s ordinary shares would trade immediately after the ex-rights date for the Offer. TERP
is calculated with reference to Comvita’s closing share price of NZ$3.81 on 27 May 2020 and includes all New Shares issued under the Offer and
shares under the Placement. TERP is a theoretical calculation only and the actual price at which Comvita’s ordinary shares will trade immediately
after the ex-rights date for the Offer will depend on many factors and may not be equal to TERP.

6
PART 2: OFFER AT A GLANCE



Issuer Comvita Limited
The Offer A pro-rata entitlement offer of 1 New Share for every 4.15 Existing Shares held by
an Eligible Shareholder at 5:00pm (NZST) on the Record Date (with fractional
entitlements being rounded down to the nearest share).
2

A shorter than usual offer period will apply to Eligible Institutional Shareholders, with
the Institutional Entitlement Offer taking place over the Business Day the Offer is
announced.
New Shares that are attributable to Entitlements that are not taken up by Eligible
Retail Shareholders (together with those attributable to Entitlements of Ineligible
Retail Shareholders) will be offered to Eligible Retail Shareholders who take up their
Entitlements in full, allowing them to subscribe for additional New Shares up to a
maximum of 100% of their Entitlements. If an Eligible Shareholder does not take up
all of its Entitlements, its current shareholding will be diluted as a result of the issue
of New Shares, as well as the issue of shares under the Placement.
Issue Price NZ$2.50 per New Share
Existing Shares
currently on issue

51,008,127 Existing Shares.
3

Maximum number
of New Shares
being offered in
the Offer
12,000,000 New Shares (subject to rounding as a result of the Offer). A further
8,000,000 shares are expected to be issued in the Placement (subject to rounding).

Offer size

The amount to be raised under the Offer and the Placement, together, is
approximately $50 million.
New Shares

New Shares will be the same class as, and that rank equally with, Existing Shares
on the Issue Date.
Eligible Retail
Shareholder

You are an Eligible Retail Shareholder if, as at 5:00pm on the Record Date, you are
recorded in Comvita’s share register as a Shareholder and: (a) your address is
shown in Comvita’s share register as being in New Zealand; or (b) Comvita
considers, in its discretion, you may be treated as an Eligible Retail Shareholder,
and you are not in the United States and not acting for the account or benefit of a
person in the United States and not an Institutional Shareholder.
How to apply Eligible Retail Shareholders can make applications online at
www.comvitashareoffer.co.nz or by following the instructions on the enclosed
Entitlement and Acceptance Form.
If a postal application is made please allow plenty of time for it to be received by us.
The Joint Lead Managers will contact Eligible Institutional Shareholders and advise
them of the terms and conditions of participation in the Offer and to confirm their
application process.
Underwriting The Offer is fully underwritten by Craigs Investment Partners Limited
4
and Forsyth
Barr Group Limited.

2
Partly paid shares held under the Comvita Limited Partly Paid Share Scheme receive a proportionate entitlement to the extent of the amount of
the issue price paid up on the share.
3
This number includes 1,228,125 unquoted redeemable partly paid shares held under the Comvita Limited Partly Paid Share Scheme and
excludes treasury stock held by Comvita.
4
Neil Craig is a Director and Shareholder of Craigs Investment Partners Limited and a Director and Shareholder of Comvita.

7
PART 3: IMPORTANT DATES



INSTITUTIONAL ENTITLEMENT OFFER


This timetable is relevant to participants in the Institutional Entitlement Offer. Eligible Retail Shareholders
should refer to the important dates for the Retail Entitlement Offer set out in the “Retail Entitlement Offer”
section below.
EVENT DATE
Trading halt commences on the NZX Main Board (pre-
market open)
Before 10.00am Thursday, 28 May 2020
Institutional Entitlement Offer opens at 9.30am Thursday, 28 May 2020
Institutional Entitlement Offer closes at 5.00pm and
Institutional Shortfall allocated
Thursday, 28 May 2020
Announce results of Institutional Entitlement Offer
Trading halt lifted on the NZX Main Board
Friday, 29 May 2020
Record Date 5.00pm Friday, 29 May 2020
Settlement of Institutional Entitlement Offer and
commencement of trading of allotted New Shares on the
NZX Main Board
Wednesday, 3 June 2020

These dates (and any references to them in this Offer Document) are subject to change and are indicative only. Comvita reserves
the right to amend this timetable (including by extending the closing dates for the Offer or accepting late applications, either
generally or in particular cases) subject to applicable laws and the Listing Rules. Any extension of the closing dates for the Offer
will have a consequential effect on the issue date of New Shares. Comvita reserves the right to withdraw the Offer and the issue
of New Shares at any time before the Issue Date at its absolute discretion.

8
RETAIL ENTITLEMENT OFFER


The timetable immediately below is relevant to participants in the Retail Entitlement Offer. Eligible Institutional
Shareholders should refer to the important dates for the Institutional Entitlement Offer set out in the
“Institutional Entitlement Offer” section above.
EVENT DATE
Record Date 5.00pm Friday, 29 May 2020
Expected dispatch of the Offer Document and
Entitlement and Acceptance Forms
Wednesday, 3 June 2020
Retail Entitlement Offer opens Wednesday, 3 June 2020
Retail Entitlement Offer closes at 5.00pm (last day for
online applications, or for receipt of the Acceptance
Form, with payment)
Friday, 12 June 2020
Announce results for Retail Entitlement Offer Wednesday, 17 June 2020
Allocation of Retail Shortfall Wednesday, 17 June 2020
Settlement of Retail Entitlement Offer and
commencement of trading of allotted Shares on the NZX
Main Board
Despatch of holding statements for New Shares issued
under the Retail Entitlement Offer
Friday, 19 June 2020

These dates (and any references to them in this Offer Document) are subject to change and are indicative only. Comvita reserves
the right to amend this timetable (including by extending the closing dates for the Offer or accepting late applications, either
generally or in particular cases) subject to applicable laws and the Listing Rules. Any extension of the closing dates for the Offer
will have a consequential effect on the issue date of New Shares. Comvita reserves the right to withdraw the Offer and the issue
of New Shares at any time before the Issue Date at its absolute discretion.

9
PART 4: DETAILS OF THE OFFER



THE OFFER


The Offer is an offer of New Shares in Comvita to Eligible Shareholders under a pro-rata accelerated non-
renounceable entitlement offer.

Eligible Shareholders can subscribe for 1 New Share per 4.15 Existing Shares held at 5.00pm on the Record
Date.
5
Any fractional Entitlements will be rounded down to the nearest whole number.

The New Shares will be of the same class as, and will rank equally with, the Existing Shares quoted on the
NZX Main Board. It is a term of the Offer that Comvita will take any necessary steps to ensure that the New
Shares are, immediately after the issue, quoted.

If you are an Eligible Shareholder, you may take up all or some of your Entitlements or do nothing with all or
some of your Entitlements. If you are an Eligible Shareholder and you do not take up all of your Entitlements,
your current shareholding will be diluted as a result of the issue of New Shares.

New Shares that are attributable to Entitlements that are not taken up by Eligible Retail Shareholders (together
with those attributable to Entitlements of Ineligible Retail Shareholders) will be offered to Eligible Retail
Shareholders who take up their Entitlements in full, allowing them to subscribe for additional New Shares up to
a maximum of 100% of their Entitlements.

The maximum number of New Shares being offered under the Offer is 12,000,000 New Shares (subject to
rounding), in addition to a maximum of 8,000,000 shares to be issued under the Placement. Comvita will raise
a total of approximately NZ$50 million through the Offer and Placement, which is fully underwritten by the
Underwriters.


ISSUE PRICE


The Issue Price is $2.50 per New Share and must be paid in full on application.

Payment of the Issue Price must be made, for the Retail Entitlement Offer, together with a completed
Entitlement and Acceptance Form (delivered either by mail, delivery or email), to the Registry in accordance
with the instructions set out in the Entitlement and Acceptance Form or in accordance with the online application
process.

Comvita may choose to accept late applications and application payments but has no obligation to do so.
Comvita may accept or reject (at its discretion) any online application or Entitlement and Acceptance Form
which it considers is not completed correctly, and may correct any errors or omissions in any online application
or Entitlement and Acceptance Form.

An application may not be withdrawn without Comvita’s prior consent once submitted.

Application monies received will be held in a trust account with the Registrar until the corresponding New
Shares are allotted or the application monies are refunded. Interest earned on the application monies will be
for the benefit of and retained by Comvita whether or not the issue and allotment of New Shares takes place.
Any refunds of application monies will be made within five Business Days of allotment (or the date that the
decision not to accept an application is made) or of any decision not to proceed with the Offer.



5
Partly paid shares held under the Comvita Limited Partly Paid Share Scheme receive a proportionate entitlement to the extent of the amount of
the issue price paid up on the share.

10
WITHDRAWAL


Subject to Comvita’s compliance with all applicable laws, Comvita reserves the right to withdraw the Offer at
any time at its absolute discretion. If any online application or Entitlement and Acceptance Form is not accepted,
all applicable application monies will be refunded, without interest, to the relevant Shareholder.


OVERVIEW OF THE OFFER


Comvita will raise a total of approximately NZ$50 million through the Offer and Placement, which is fully
underwritten by the Underwriters. The maximum number of New Shares that are being offered under the Offer
is 12,000,000 New Shares (subject to rounding), in addition to a maximum of 8,000,000 shares to be issued
under the Placement.

The Offer comprises the Institutional Entitlement Offer and the Retail Entitlement Offer, in each case, as
described in further detail below.

The Offer is an accelerated non-renounceable entitlement offer, which is made pursuant to a class waiver by
NZX granted 26 March 2020. This means that if you, as an Eligible Shareholder, do not take up your full
Entitlement under the Offer, then your Entitlement will lapse, and you will receive no value for those lapsed
Entitlements. Further, if you do not take up your Entitlement, you will have your percentage holding in Comvita
reduced as a result of the Offer.


PURPOSE OF THE OFFER


Comvita intends that the proceeds raised from the Offer and Placement will be applied to paying down debt,
thereby building resilience and flexibility to support its agenda for profitable growth.


THE INSTITUTIONAL ENTITLEMENT OFFER


Overview of the Institutional Entitlement Offer

Comvita is offering Eligible Institutional Shareholders the opportunity to subscribe for 1 New Share for every
4.15 Existing Shares held as at 5:00pm on the Record Date, at an Issue Price of $2.50. This ratio and the Issue
Price are the same as for the Retail Entitlement Offer. The Joint Lead Managers will seek to approach Eligible
Institutional Shareholders, who may take up all, part or none of their Entitlements.

The Institutional Entitlement Offer opens at 9:30am on Thursday, 28 May 2020 and closes at 5.00pm on
Thursday, 28 May 2020 (subject to Comvita’s right to modify these dates or times).

Entitlements will not be quoted and cannot be traded on the NZX Main Board or privately transferred.

Eligibility under the Institutional Entitlement Offer

The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. The Underwriters will
determine at their discretion the Shareholders who will be treated as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to whom an offer of New Shares will be made under the Institutional
Entitlement Offer. In exercising their discretion, the Underwriters may have regard to a number of matters,
including legal and regulatory requirements and logistical and registry constraints. The Underwriters will
determine which Shareholders will be treated as Ineligible Institutional Shareholders.

Comvita reserves the right to reject any application for New Shares under the Institutional Entitlement Offer that
it considers comes from a person who is not an Eligible Institutional Shareholder.

11
Acceptance of Entitlement under the Institutional Entitlement Offer

The Joint Lead Managers may seek to contact Eligible Institutional Shareholders to inform them of the terms
and conditions of participation in the Institutional Entitlement Offer and seek confirmation of their Entitlements
under the Offer. Application for New Shares by Eligible Institutional Shareholders can only be made in
accordance with that process.

Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible
Institutional Shareholder is entitled under its Entitlement will, in the case of fractions of New Shares, be rounded
down to the nearest whole number. Applications in excess of an Eligible Institutional Shareholder’s Entitlement
will not be accepted.

New Shares attributable to the Institutional Entitlement Offer not taken up by Eligible Institutional Shareholders
under the Institutional Entitlement Offer and the entitlements of certain Ineligible Institutional Shareholders may,
subject to demand, be allocated to Institutional Investors who participate in the Placement or as Comvita and
the Underwriters may otherwise agree.

Settlement of the Institutional Entitlement Offer

Settlement of the Institutional Entitlement Offer will occur on the Institutional Settlement Date in accordance
with arrangements advised by the Joint Lead Managers. Each investor remains responsible for ensuring its
own compliance with the Overseas Investment Act 2005, Takeovers Code (as set out in the schedule to the
Takeovers Regulations 2000) and other applicable legislation.


THE RETAIL ENTITLEMENT OFFER


Overview of the Retail Entitlement Offer

Comvita is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 4.15
Existing Shares held as at 5.00pm on the Record Date, at an Issue Price of $2.50 per New Share. This ratio
and the Issue Price are the same as for the Institutional Entitlement Offer.

Eligible Retail Shareholders are sent this Offer Document together with a personalised Entitlement and
Acceptance Form and may take up all, part or none of their Entitlements. The Retail Entitlement Offer opens
on Wednesday, 3 June 2020 and closes at 5.00pm on Friday, 12 June 2020 (subject to Comvita’s right to
modify these dates or times).

Entitlements are non-renounceable and will not be quoted and cannot be traded on the NZX Main Board or
privately transferred.

Eligibility under the Retail Entitlement Offer

The Retail Entitlement Offer is only open to Eligible Retail Shareholders.

The Retail Entitlement Offer does not constitute an offer to any person who is not an Eligible Retail Shareholder
(including any Institutional Shareholder or an Ineligible Retail Shareholder). Any person allocated New Shares
under the Institutional Entitlement Offer does not have any entitlement to participate in the Retail Entitlement
Offer in respect of those New Shares.

Comvita reserves the right to reject any application for New Shares under the Retail Entitlement Offer that it
considers comes from a person who is not an Eligible Retail Shareholder.

Acceptance of Entitlement under the Retail Entitlement Offer

The Entitlement and Acceptance Form distributed to Eligible Retail Shareholders with this Offer Document sets
out an Eligible Retail Shareholder’s Entitlement to participate in the Retail Entitlement Offer. Applications for
New Shares by Eligible Retail Shareholders can only be made on an original Entitlement and Acceptance Form
sent with this Offer Document or via an online application at www.comvitashareoffer.co.nz.

12
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible Retail
Shareholder is entitled under its Entitlement will, in the case of fractions of New Shares, be rounded down to
the nearest whole number.

Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are
entitled under the Offer. They may take up some or all of their Entitlement or allow some or all of their
Entitlement to lapse.

Any person outside New Zealand who takes up an Entitlement in the Retail Entitlement Offer (and therefore
applies for New Shares) through a New Zealand nominee, and their nominee, will be deemed to have
represented and warranted to Comvita that the Offer can be lawfully made to their nominee pursuant to this
Offer Document. None of Comvita, the Joint Lead Managers, the Underwriters, the Registrar or any of their
respective directors, officers, employees, agents, or advisers accept any liability or responsibility to determine
whether a person is eligible to participate in this Offer.

Persons who are in the United States or are acting for the account or benefit of persons in the United States
(to the extent such persons are acting for the account or benefit of a person in the United States) are not eligible
to participate in the Retail Entitlement Offer.

Application to take up additional New Shares

New Shares that are attributable to Entitlements that are not taken up by Eligible Retail Shareholders (together
with those attributable to Entitlements of Ineligible Retail Shareholders) will be offered to Eligible Retail
Shareholders who take up their Entitlements in full.

Eligible Retail Shareholders who have taken up all of their Entitlements in full may apply for these additional
New Shares up to a maximum of 100% of their Entitlements.

Eligible Retail Shareholders may apply for these additional New Shares by completing the appropriate section
on the Entitlement and Acceptance Form, or as directed via the online application, and applying for additional
New Shares at the Issue Price. Payment must be made for both your Entitlements and any additional New
Shares for which you wish to apply. Allocations and any necessary scaling of additional New Shares applied
for by Eligible Retail Shareholders who take up their Entitlements in full will be determined by Comvita and the
Joint Lead Managers.


NOMINEES


If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature of
each such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible Retail
Shareholder or Ineligible Retail Shareholder with regard to the Entitlement of each such person.

Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders.

Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participated under
the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of
some or all of the beneficiaries on whose behalf they hold existing Shares, provided that the applicable
beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodians will receive a letter from Comvita.
Nominees and custodians should consider carefully the contents of that letter and note in particular that the
Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement Offer in
respect of:

(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an
Eligible Retail Shareholder;

13
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement
Offer (whether they accepted their Entitlement or not);

(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement
Offer; or

(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the
Retail Entitlement Offer.

In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or send
any documents relating to the Retail Entitlement Offer to, any person in the United States. Persons in the United
States and persons acting for the account or benefit of persons in the United States will not be able to exercise
Entitlements under the Retail Entitlement Offer. Comvita is not required to determine whether or not any
registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares or
Entitlements. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its
beneficiary will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer
is compatible with applicable foreign laws. Comvita is not able to advise on foreign laws.


OVERSEAS SHAREHOLDERS


The Offer is only open to Eligible Shareholders and persons that Comvita is satisfied can otherwise participate
in the Offer in compliance with all applicable laws. Comvita has determined that it is unreasonable to extend
the Retail Entitlement Offer to Ineligible Retail Shareholders and the Institutional Entitlement Offer to Ineligible
Institutional Shareholders because of the small number of such Shareholders, the number and value of Shares
that they hold and the cost of complying with the applicable regulations in jurisdictions outside New Zealand.

This Offer Document is only being sent by Comvita to Eligible Shareholders. The distribution of this Offer
Document (including an electronic copy) outside New Zealand may be restricted by law. Any failure to comply
with such restrictions may contravene applicable securities law. Comvita disclaims all liability to such persons.

Nominees and custodians may not distribute any part of this Offer Document, and may not permit any beneficial
shareholder to participate in the Offer who is located, in the United States or any other country outside New
Zealand except to institutional and professional investors listed in, and to the extent permitted under, this
section.

Australia

This document and the offer of New Shares are only made available in Australia to persons to whom an offer
of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the
“Corporations Act”). This document is not a prospectus, product disclosure statement or any other formal
“disclosure document” for the purposes of Australian law and is not required to, and does not, contain all the
information which would be required in a "disclosure document" under Australian law. This document has not
been and will not be lodged or registered with the Australian Securities & Investments Commission or the
Australian Securities Exchange and Comvita is not subject to the continuous disclosure requirements that apply
in Australia.

Prospective investors should not construe anything in this document as legal, business or tax advice nor as
financial product advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be
aware that the offer of New Shares for resale in Australia within 12 months of their issue may, under section
707(3) of the Corporations Act, require disclosure to investors under Part 6D.2 if none of the exemptions in
section 708 of the Corporations Act apply to the re-sale.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by
the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap.
571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register

14
this document or to permit the distribution of this document or any documents issued in connection with it.
Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to
"professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been
or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed
at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with respect to the New Shares that are or are
intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in
the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell,
such securities in circumstances that amount to an offer to the public in Hong Kong within six months following
the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised
to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document, you
should obtain independent professional advice.

South Korea

Comvita is not making any representation with respect to the eligibility of any recipients of this document to
acquire the New Shares under the laws of Korea, including, without limitation, the Foreign Exchange
Transaction Act and regulations thereunder. The New Shares have not been, and will not be, registered under
the Financial Investment Services and Capital Markets Act of Korea (FSCMA) and therefore may not be offered
or sold (directly or indirectly) in Korea or to any resident of Korea or to any persons for re-offering or resale in
Korea or to any resident of Korea (as defined under the Foreign Exchange Transaction Act of Korea and its
enforcement decree), except as permitted under the applicable laws and regulations of Korea.

Accordingly, the New Shares may not be offered or sold in Korea other than to "accredited investors" (as defined
in the FSCMA).


UNDERWRITING AGREEMENT


Comvita has requested the Underwriters to underwrite the Offer and Placement and the Underwriters have
agreed to do so. This means that the Underwriters will subscribe at the Offer Price for any New Shares that are
not subscribed for under the Placement or by Eligible Shareholders under the Offer in accordance with the
terms of the Underwriting Agreement. A summary of the principal terms of the Underwriting Agreement is set
out immediately below:

 The Underwriters have the power to appoint sub-underwriters.

 The Underwriters will be paid an agreed fee for their services in connection with the Placement and
the Offer.

 The Underwriting Agreement contains termination events, representations, warranties and indemnities
that are customary for an offer of this nature.

 The reasons why the Underwriters may terminate their obligations under the Underwriting Agreement
include events which have, or are likely to have, a material adverse effect on Comvita, Comvita’s
shares or the Offer and / or Placement. These may be as a result of events specific to Comvita or as
a result of external events, such as material or fundamental changes in financial, economic and
political conditions in certain countries or financial markets. The Underwriters may also terminate the
Underwriting Agreement where certain conditions to the Underwriting Agreement or their underwriting
obligations have not been satisfied or waived.

 If the Underwriting Agreement is terminated, a termination fee may be payable to the Underwriters.

 Comvita has indemnified the Underwriters and their respective directors, officers, partners,
employees, representatives, shareholders, advisers and agents against all losses sustained, suffered

15
or incurred by such persons, arising out of or in connection with the Offer, the allotment of the New
Shares under the Offer or shares under the Placement, and / or the Underwriting Agreement.

 For a period commencing on the date of the Underwriting Agreement and ending three months after
the Retail Allotment Date, Comvita will not (and will not permit any of subsidiaries to) without the prior
written consent of the Underwriters:

 allot, issue, sell or repurchase any of its Shares or other equity securities;

 issue or grant any right or option that entitles the holder to call for the issue of Shares or
other equity securities by Comvita, or create or issue any security or instrument that is
convertible, redeemable or exchangeable for Shares or other equity securities by Comvita;

 otherwise enter into any agreement whereby any person may be entitled to the allotment and
issue of any Shares or other equity securities by Comvita; or

 make any announcement of an intention to do any of the above,

other than pursuant to existing employee incentive schemes (as may be amended or updated from
time to time), the Placement and / or the Offer; or

 dispose of, charge, or agree to dispose of or charge, all or any material part of its business
other than as publicly disclosed or disclosed to the Underwriters prior to the date of the
Underwriting Agreement; or

 enter into any commitment that is or may be material in the context of the Placement, the
Offer, the Underwriting or the quotation of the New Shares on the NZX.



ISSUANCE AND QUOTATION


The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main Board is a licensed market under the FMCA. However, NZX
accepts no responsibility for any statement in this Offer Document.

It is expected that New Shares will be issued with trading on the NZX Main Board those shares commencing
on:

(a) Wednesday, 3 June 2020 for New Shares issued under the Institutional Entitlement Offer; and

(b) Friday, 19 June 2020 for New Shares issued under the Retail Entitlement Offer.

Holding statements confirming the allotment of your New Shares will be issued and mailed in accordance with
the Listing Rules.


TERMS AND RANKING OF NEW SHARES


New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements as,
Existing Shares in Comvita quoted on the NZX Main Board. Entitlements will not be quoted and cannot be
traded on the NZX Main Board or privately transferred. It is a term of the Offer that Comvita will take any
necessary steps to ensure that the New Shares are, immediately after issue, quoted on the NZX Main Board.

Comvita’s current dividend policy is to distribute between 25% and 30% of operating profit after tax per annum.
Subject to business performance, Comvita intends to resume dividends in accordance with that policy in respect
of the FY21 dividend payable following that year end.

16

GOVERNING LAW


This Offer is governed by New Zealand law and you submit to the exclusive jurisdiction of the courts of New
Zealand.

All references to time are to New Zealand time, references to currency are to New Zealand dollars and
references to legislation are references to New Zealand legislation, in each case unless stated or defined
otherwise.

17
PART 5: GLOSSARY



TERM DEFINITION
Comvita Comvita Limited.
Business Day has the meaning given to that term in the Listing Rules.
Closing Date of the
Offer
Friday, 12 June 2020.
Eligible Institutional
Shareholder
a person who, as at 5.00pm on the Record Date, was recorded in Comvita
share register as being a Shareholder and:
(a) has an address in New Zealand, Australia, Hong Kong or Korea, or is
a person who the Underwriters reasonably believe the Institutional
Entitlement Offer may be made to under all applicable laws without the
need for any registration, lodgement or other formality, and who is not
in the United States and who is not acting for the account or benefit of
a person in the United States; and
(b) is an Institutional Investor (or the nominee of an Institutional Investor)
and is invited to participate in the Institutional Entitlement Offer.
Eligible Retail
Shareholder
a person who, as at 5.00pm on the Record Date, was recorded in Comvita’s
share register as being a Shareholder and:
(a) whose address is shown in Comvita’s share register as being in New
Zealand; or
(b) who the Underwriters otherwise reasonably determine may be treated
as an Eligible Retail Shareholder,
and who is not in the United States and not acting for the account or benefit of a
person in the United States and is not an Institutional Shareholder.
Eligible Shareholder an Eligible Institutional Shareholder or an Eligible Retail Shareholder.
Entitlement
a right to subscribe for 1 New Share for every 4.15 Existing Shares held at
5.00pm on the Record Date at the Issue Price, issued pursuant to the Offer.
6

Entitlement and
Acceptance Form
the personalised entitlement and acceptance form accompanying this Offer
Document for Eligible Retail Shareholders.
Existing Shares shares on issue on the Record Date.
7

FMCA the Financial Markets Conduct Act 2013.
Ineligible Institutional
Shareholder
a person who, as at 5.00pm on the Record Date, was recorded in Comvita’s
share register as being a Shareholder who is not an Institutional Investor but, if
the Shareholder’s address was shown in Comvita’s share register as being in
New Zealand, Hong Kong, Australia or Korea would in the reasonable opinion
of the Underwriters be an Institutional Investor.

6
Partly paid shares held under the Comvita Limited Partly Paid Share Scheme receive a proportionate entitlement to the extent of the amount of
the issue price paid up on the share.
7
Existing Shares includes 1,228,125 unquoted redeemable partly paid shares held under the Comvita Limited Partly Paid Share Scheme but
excludes treasury stock held by Comvita.

18
Ineligible Retail
Shareholder
a Shareholder who is not an Institutional Shareholder or an Eligible Retail
Shareholder.
Ineligible
Shareholders
Shareholders of Comvita who are not Eligible Shareholders.
Institutional
Entitlement Offer
the offer of New Shares to Eligible Institutional Shareholders.
Institutional Investor a person with an address:
(a) in New Zealand, who the Underwriters reasonably believe is a
wholesale investor as defined in the FMCA; or
(b) in Australia, who the Underwriters reasonably believe is:
(i) a “sophisticated investor” within the meaning of section 708(8)
of the Corporations Act 2001 (Cth); or
(ii) a “professional investor” within the meaning of section 708(11)
of the Corporations Act 2001 (Cth); or
and is a “wholesale client” within the meaning of section 761G of the
Corporations Act 2001 (Cth); or
(c) in South Korea, an “accredited investor” as defined under the Financial
Investment Services and Capitals Markets Act of Korea; or
(d) in Hong Kong, who the Underwriters reasonably believe is a
“professional investor” as defined in the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong,
and who is not in the United States.
Institutional
Settlement Date
the date of settlement of New Shares under the Institutional Entitlement Offer,
expected to be 3 June 2020.
Institutional
Shareholder
Eligible Institutional Shareholders and Ineligible Institutional Shareholders.
Issue Date the date of allotment of the New Shares expected to be:
(a) under the Institutional Entitlement Offer, 3 June 2020; and
(b) under the Retail Entitlement Offer, 19 June 2020.
Issue Price $2.50 per New Share.
Joint Lead Managers Forsyth Barr Limited and Craigs Investment Partners Limited.
Listing Rules the listing rules of NZX in relation to the NZX Main Board (or any market in
substitution for that market) in force from time to time, read subject to any
applicable rulings or waivers.
New Share one Share in Comvita offered under the Offer of the same class as, and ranking
equally in all respects with, Comvita’s quoted Existing Shares at the Issue Date.
NZX NZX Limited.
NZX Main Board the Main Board equity security market operated by NZX.
NZX Primary Market
Participant
any company, firm, organisation, or corporation designated or approved as a
primary market participant from time to time by NZX.

19
Offer
accelerated non-renounceable entitlement offer of New Shares detailed in this
Offer Document, comprising the Institutional Entitlement Offer and the Retail
Entitlement Offer.
Offer Document this document.
Placement a placement by Comvita to certain Institutional Investors to raise $20 million,
through the issue of up to 8,000,000 shares at the Issue Price.
Record Date 5.00pm on Friday, 29 May 2020.
Registrar Link Market Services.
Retail Entitlement
Offer
the offer of New Shares to Eligible Retail Shareholders.
Share one ordinary fully paid share in Comvita.
Shareholder a registered holder of Shares on Record Date (other than Comvita).
UMF
TM
Unique Mānuka Factor.
Underwriters Forsyth Barr Group Limited and Craigs Investment Partners Limited.
Underwriting
Agreement
the agreement entered into between Comvita and the Underwriters, dated on or
about Thursday, 28 May 2020.

20
PART 6: DIRECTORY



ISSUER

Comvita Limited
23 Wilson Road South,
Paengaroa,
Bay of Plenty 3189
New Zealand


LEGAL ADVISERS

Simpson Grierson
Level 27, Lumley Centre
88 Shortland Street
Auckland 1010
New Zealand


JOINT LEAD MANAGERS
AND UNDERWRITERS

Forsyth Barr Limited (as Joint Lead Manager)
and Forsyth Barr Group Limited (as
Underwriter)
Level 23, Lumley Centre
88 Shortland Street
Auckland 1010
New Zealand

Craigs Investment Partners Limited (as Joint
Lead Manager and Underwriter)
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand











If you have any queries about the Entitlements shown on the Entitlement and Acceptance Form which
accompanies this Offer Document, or how to apply online or complete the Entitlement and Acceptance Form,
please contact the Registrar at:

SHARE REGISTRAR

Link Market Services Limited

PO Box 91976
Auckland, 1142
New Zealand

Level 11, Deloitte Centre
80 Queen Street
Auckland 1010

Telephone: +64 9 375 5998
www.linkmarketservices.co.nz
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21

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Investor Presentation
$50M EQUITY RAISING
28 M a y2020

I m p o r t a n t n o t i c e
Disclaimer and Important Notice
This presentation has been prepared by Comvita Limited (New Zealand company number 194391, (NZX:CVT)) (Company) and is dated 28 May 2020. This presentation has been prepared to provide
information in relation to the placement (Placement) and accelerated entitlement offer (Entitlement Offer) of new shares in the Company (New Shares) under clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA).
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation remains subject to
change without notice.
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a
possible investment in the Company or that would be required in a product disclosure statement under the FMCA. No information set out in this presentation will form the basis of any contract
(with the exception of the paragraph labelled “Acceptance” in this Disclaimer and Importance Notice).The historical information in this presentation is, or is based upon, information that has been
released to NZX Limited (NZX). This presentation should be read in conjunction with the Company’s annual report, market releases and other periodic and continuous disclosure announcements,
which are available at www.nzx.com/companies/CVT or https://www.comvita.co.nz/investor.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or anyother law (and will not be lodged with the Registrar of Financial
Service Providers). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.
Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (Offer Document). Any Eligible Shareholder who wishes to participate in the
offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and Entitlement and Acceptance Form accompanying the Offer Document or as
otherwise communicated to the shareholder. This presentation and the Offer Document do not constitute an offer, advertisementorinvitation in any place in which, or to any person to whom, it
would not be lawful to make such an offer, advertisement or invitation. This presentation does not and will not form any partofany contract for the acquisition of New Shares.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire the Company’s securities, and has been prepared without taking into
account the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospectiveinvestors should consider the appropriateness of the information
having regard to their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professional adviser if necessary.
Investment risk
An investment in the Company’s securities is subject to investment and other known and unknown risks, some of which are beyond the control of the Company. The Company does not guarantee
any particular rate of return or its performance.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No
representations or warranties are made as to the accuracy or completeness of such information.
Future performance
This presentation includes certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings
and financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors, many of
which are outside of the Company’s control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. A number of
important factors could cause actual results or performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not
materially differ from the forward-looking statements. The forward-looking statements are based on information available to the Company as at the date of this presentation. Except as required by
law or regulation (including the NZX Listing Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or
results or otherwise.
2

3
Non-GAAP / IFRS financial information
Certain financial information included in this presentation is non-GAAP / non-IFRS financial information. This non-GAAP / non-IFRS financial information is not audited, and caution should be
exercised as other companies may calculate these measures differently. The non-GAAP / non-IFRS financial information includes pro forma financial information to which certain adjustments have
been made.
The Company’s financial information has been prepared in accordance with Generally Accepted Accounting Practice and is availableat www.nzx.com/companies/CVT or
https://www.comvita.co.nz/investor. It complies with the New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as
appropriate for profit oriented entities. The Company’s financial statements also comply with International Financial Reporting Standards (IFRS).
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any
law. The distribution of this presentation in other jurisdictions outside New Zealand may be restricted by law, and persons intowhose possession this presentation comes should observe any such
restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this presentation. None of the Company, any person
named in this presentation or any of their affiliates accept or will have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States.
The Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
Disclaimer
To the maximum extent permitted by law, each of the Company, CraigsInvestment Partners Limited and Forsyth Barr Group Limited (together, the Underwriters), CraigsInvestment Partners Limited
and Forsyth Barr Limited (together, the Joint Lead Managers) and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers (together, the
Specified Persons) disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which may be suffered by any person through
use of or reliance on anything contained in, or omitted from, this presentation.
None of the Underwriters, the Joint Lead Managers or any of their respective affiliates, related bodies corporate, directors,officers, partners, employees, agents and advisers have authorised,
permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to makeany statement in this presentation and there is no statement in
this presentation which is based on any statement by any of them.
The Specified Persons make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation and, with regard to the
Underwriters, the Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers, take no responsibility for any part of this
presentation, the Placement or the Entitlement Offer.
The Underwriters, the Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to
whether you or your related parties should participate in the Placement or Entitlement Offer nor do they make any representations or warranties to you concerning the Placement or Entitlement
Offer, and you represent, warrant and agree that you have not relied on any statements made by the Underwriters, the Joint Lead Managers or their respective affiliates, related bodies corporate,
directors, officers, partners, employees, agents and advisers in relation to the Placement and Entitlement Offer and you furtherexpressly disclaim that you are in a fiduciary relationship with any of
them.
Determination of eligibility of investors for the purposes of the Entitlement Offer is made by reference to a number of matters,including legal regimes and the discretion of the Underwriters and the
Joint Lead Managers. The Company, the Underwriters and the Joint Lead Managers disclaim all liability in respect of the exerciseof that discretion to the maximum extent permitted by law.
The Company reserves the right to withdraw, or vary the timetable for the Placement and / or the Entitlement Offer without notice, subject to the NZX Listing Rules.
I m p o r t a n t n o t i c e ( c o n t i n u e d )

Ta b l e o f
c o n t e n t s
•Executive Summary
•Trading Update
•Strategic Review & Business Transformation
•Offer Summary
•Key Risks
•Appendix: Foreign Selling Restrictions
4

CURRENT TRADING
•Strong trading performance year to date across most major markets with sales +7%
1
ahead of this time 12 months ago on a
like-for-like basis
•Like-for-like January to April revenue +28%
1
with $ gross profit +61%
1
(2HFY20 revenue expected to be +9%
1
relative to
2HFY19)
•Gross margin of49% April YTD, an improvement of 1000 bp (10ppts) relative to FY19 YTD of 39%
•FY20 Underlying EBITDA guidance
2
of approximately $17-19m
•Positive operating cash flow with net debt forecast to reduce by approximately $30m in the 6 months to June 2020 prior to
any capital raise, with $15m reduction achieved April YTD. Inventory reduced from $116m to $105m since December 2019
•Strong honey harvest season with 84% increased volume and quantity of UMF
TM3
10+ up 185%
STRATEGIC REVIEW &
BUSINESS
TRANSFORMATION
•Three point plan to stabilise performance, transform the organisation and build long term resilience and growth underway
•Focus the business on the right products, the right markets and the right channels
•Moving from a supply-focussed to a consumer-focussed organisation and undertaking relentless simplification
•Emphasizing business fundamentals, cashflowand inventory management
•New harvest model aims to reduce volatility –harvesting business to breakeven during poor Mānukahoney harvest but
still retaining upside from good Mānukahoney harvests
•$15m business transformation programme on track (both COGS and fixed cost out) generating operating leverage and
reducing the revenue required to achieve breakeven NPAT from $16.2m to $13.5m per month
EQUITY RAISE &
CAPITAL STRUCTURE
•Approximately $50m capital raise to re-set the capital structure, build resilience and enable a focus on profitable growth
•Equity raise comprises a $20m placement and an approximately $30m pro-rata accelerated non-renounceable entitlement
offer (‘Offer’). The Offer is fully underwritten by CraigsInvestment Partners Limited
4
and Forsyth Barr Group Limited
•All the Independent directors
5
and the CEO will be supporting the offer with a minimumcombined participation of $0.5m
•Following the equity raise, forecast net debt as at 30 June 2020 is expected to reduce to approximately $17m (~0.9x net
bank debt to expected FY20 Underlying EBITDA
2
)
•Comvitacontinues to be well supported by its debt provider and post capital raise has secured new debt facilities and
terms to 1 July 2022
•Comvitais targeting a long-term net bank debt level below 1.5x Underlying EBITDA
2
5
1.Adjusts FY19 financial results to include the China Joint Venture as if the acquisition of the remaining 49% shares that Comvitadid not previously own was completed at the start of the financial year
2.Underlying EBITDA is earnings before interest tax depreciation and amortisation and excludes any non-operating and non-recurringitems (of the same nature as disclosed in Comvita’s 1H20 results released on 27/2/2020). FY20
Underlying EBITDA is based on a post-IFRS-16 basis and therefore excludes lease cost from EBITDA and is a non-GAAP measure. We monitor this as a key performance indicator and believe it assists investors in assessing the
performance of the core operations of our business. FY20 Underlying EBITDA is assumed to be at the mid point of the $17-19m range (i.e. $18m)
3.Unique MānukaFactor
4.Neil Craig is a Director and Shareholder of CraigsInvestment Partners Limited (the Underwriter) and a Director and Shareholder of Comvita Limited (the Issuer)
5.The independent Directors are Brett Hewlett, Lucas Bunt, Neil Craig, Sarah Kennedy, Paul Reid and Robert Major
E x e c u t i v e s u m m a r y

6
C o m v i t a a t a g l a n c e
•Natural health products company, with a focus on Mānukahoney and Propolis as
core ingredients of our products
•Long standing pioneering history, established in 1974, Co-Founder Alan Bougen
actively involved in the business as our Ambassador
•Global market leader with the #1 global brand of Mānukahoney
•Wholly owned subsidiaries in China, North America, UK, Hong Kong, Japan, S. Korea,
Australia, New Zealand enabling global execution & differentiation from competitors
at point of sale
•Vertically Integrated to capture full margin -All Comvita UMF
TM
Mānukahoney is
traceable ‘from the hive to the shelf’. Integrated system captures plantation, apiary,
R&D, and processing data to produce UMF
TM
Mānukahoney of the highest quality
•Mānukahoney and Propolis products account for over 85% of sales
•Intellectual property in bee genetics , Mānukacultivars and medical efficacy to
protect and extend leadership position
•Aiming to be Carbon Neutral by 2030. Top 10 biggest photovoltaic installation in NZ
1)Revenue for FY20 to the end of April
2)Cross border e-commerce
CVT to provide image of propolis
Year to date
sales by
geography
1
6
6

T R A D I N G
U P D A T E

T r a d i n g u p d a t e
•Positive trading environment as consumers choose natural products that strengthen immunity, with YTD
revenue up 7% on a like-for-like
1
basis and YTD gross margin up 1000bps (10 ppts) from 39%
1
to 49%
•Like-for-like
1
January to April revenue +28% with $ gross profit +61%. Four consecutive profitable months
with good cashflows and net debt reduction since Dec 19 of $15M. Inventory reduction of $11M
•Like-for-like
1
2HFY20 revenue expected to be +9% relative to 2HFY19
•Most major markets are performing well with double digit top and bottom line growth in North America,
China, Rest of Asia and Europe. Elevated COVID-19 related sales estimated to be approximately $6-8m
largely offset by Australia and New Zealand down due to temporary closure of duty free and some retail
partners and Daigou channel not operating effectively. Hong Kong has seen sales impacted by social
unrest
•At a product level, strong performance of propolis and fresh olive leaf extract as consumers seek products
that help support immunity and high quality Comvita UMF
TM
Mānukahoney. Digital channel performing
well –April YTD revenue +40% PCP and gross margin materially higher than other channels
•Very strong honey harvest season with volume increased 84% and quantity of UMF
TM
10+ up 185%. This
is envisaged to provide an approximate $5m cash flow benefit in FY21, with the associated margin benefit
spread across FY21 and FY22
8
1.Adjusts FY19 financial results to include the China Joint Venture as if the acquisition of the remaining 49% shares that Comvitadid not previously own was completed at the start of the financial year

F Y 2 0 g u i d a n c e
•Based on the business performance in the year to date and the current
trading environment, we expect the full year reported results to be:
•Record FY20 revenue of approximately $195-$199m (+14% FY19)
•FY20 Underlying EBITDA of approximately $17-19m
1
•Inventory expected to reduce from $132m in FY19 to approximately
$105m in FY20
•Net Debt guidance of a reduction from $93m in December 2019 to
approximately ~$65m pre capital raise and approximately ~$17m post
capital raise as at 30 June 2020. Cash generation expected to continue to
support debt paydown in FY21
•Post capital raise $80m bank facility agreed
•Extended to 1 July 2022
•$20m term loan, $20m term revolver and $40m working capital
•FY21 business focus on mid single digit revenue growth (with incremental
revenue expected to deliver a ~20% EBITDA margin) alongside relentless
simplification and transformation delivering underlying earnings growth
partially offset by re-investment in marketing
•Marketing investment targeted in North America and China to support
our long term growth objectives.
9
1.Underlying EBITDA is earnings before interest tax depreciation and amortisation and excludes any non-operating and non-recurringitems (of
the same nature as disclosed in Comvita’s 1H20 results released on 27/2/2020). FY20 Underlying EBITDA is based on a post-IFRS-16 basis
and therefore excludes lease cost from EBITDA and is a non-GAAP measure. We monitor this as a key performance indicator and believe it
assists investors in assessing the performance of the core operations of our business

S TA B I L I S E P E R F O R M A N C E
T R A N S F O R M O R G A N I S AT I O N
B U I L D L O N G T E R M R E S I L I E N C E A N D G R O W T H

= Long term profitable growth
Right Products
Subsidiaries
Right Markets
Route to Market
Vertical Integration
IMPROVED QUALITY
Transformation / Risk reduction
$ investment in brand,
IP and science
Consumer
A r o t a h i–O u r f o c u s
11

•Winning in New Zealand and Australia
•NZ is our home and we must win at home. Its important that we show our
leadership in our home market
•Build distribution and brand loyalty
•Lift digital engagement and advocacy
•Getting fundamentals right
•Focus on Mānuka and Propolisproducts
•Joined up business planning
•Demand planning
•Cashflow
•Inventory
•Relentless simplification and focus on core
•30% SKU reduction targeted over the next year
•Rationalising operating businesses
•Reviewing underperforming assets
S t a b i l i s e p e r f o r m a n c e
12
12

•Consumer centric organisation
•Focus on consumer knowhow and brand loyalty
•Penetration and Frequency of use
•Lifetime loyalty
•Clear roles defined for in-market sales & marketing and support centre
functions
•Launching new harvest model in FY21
•Designed to breakeven in a poor Mānuka honey harvest but retain upside from
good harvests
•Significantly reduce risk of future poor harvest seasons
•Continue to leverage our plantation and Mānuka IP
•New flat leadership structure
•Science at the heart
•Consumer and customer focused
•Transformation is the new norm
Tr a n s f o r m e d o r g a n i s a t i o n
13
13

•3 year $15m transformation plan on track
•300+ bps (3 ppts) improvement in gross margin targeted in FY21
•Underlying fixed cost reduction of $3.0m targeted in FY21
•Headcount reductions
•Generating long term operating leverage and enabling investment into China and
North America growth markets
•Simplified organisation
•Targeting lowest headcount level since 2011 by the end of FY21 (excluding China)
•Clear roles and responsibilities
14
14
Tr a n s f o r m e d o r g a n i s a t i o n

L o n g t e r m r e s i l i e n c e a n d g r o w t h
•Focused growth in North America and China
•Total Addressable Market of US$1.78Bn
1
•Marketing investment to drive penetration and consumption
•Digital first strategy
•Building Torontos
•Extending the Toronto model to one major city in China and one in the US
•Optimise distribution, marketing activation and digital communication to drive
household penetration with new users and consumption from existing users
•Run activity over 4-8 months with revenue per capita providing the benchmark
for progressive roll out to the next group of cities and larger geographies
•Leveraging competitive advantage
•Market leading position in China
•Technical know how and capability
•Science to support efficacy
•Quality leadership
•IP in Mānuka
•Role as category guardian
•Official sponsor of New Zealand Pavilion at World Expo Dubai
15
1.Source: Kantar World Panel and Statista

•Revenue required to achieve break-even NPAT reduced from $16.2m
to $13.5m per month
•Earn before we spend philosophy
•Long term business planning
•Reset of capital structure
•Support growth agenda
•Consumers and markets sole focus FY21
•Reduce leverage and increase resilience
•Deliver value to our shareholders and team
•Mānukacategory 9.4% CAGR revenue growth to 2025
1
•Targeting 20% EBITDA margin by 2025
•Continue to invest for long term benefit
•Fix structure and ways of working that hold us back
•Build confidence with shareholders through open communication and delivery
of results
16
1.Source: average of Grandview Research, Cole Market Research and Hashtap Research
L o n g t e r m r e s i l i e n c e a n d g r o w t h

E Q U I T Y
R A I S I N G

E q u i t y r a i s i n g d e t a i l s
OFFER SIZE AND
STRUCTURE
•Approximately $50 million fully underwritten equity raising, comprising:
•A $20 million institutional placement (“Placement”) to new and existing institutional investors
•1 for 4.15 pro-rata accelerated non-renounceable entitlement offer (“ANREO”) to raise approximately $30 million
•Approximately 20 million new ordinary Comvita shares (New Shares) will be issued under the equity raising
•All the Independent directors and the CEO will be supporting the offer with a minimum combined participation of $0.5 million
OFFER PRICE
•$2.50 per New Share (the Offer Price), representing:
•27% discount to TERP
1
of $3.43
•34% discount to the last closing price of $3.81 on 27 May 2020
INSTITUTIONAL
ENTITLEMENT OFFER
•Eligible institutional shareholders will be invited to take up their entitlements in an accelerated Institutional EntitlementOffer
•The Entitlement Offer is non-renounceable and any entitlements not taken up will lapse
RETAIL ENTITLEMENT
OFFER
•Eligible retail shareholders will be sent offer materials and invited to take up their entitlements in a Retail Entitlement Offer
•Eligible retail shareholders may also apply for additional new shares in excess of their entitlement, at the Offer Price, up to a maximum
of 100% over their pro-rata entitlement
•The rights will not be quoted on NZX and there will be no shortfall bookbuildfor those entitlements not taken up by eligible retail
shareholders or the entitlements of ineligible retail shareholders (the Entitlement Offer is non-renounceable and any entitlements not
taken up will lapse)
RANKING
•New Shares will rank equally with existing fully paid ordinary shares from date of issue
RECORD DATE
•Entitlement Offer is open to existing eligible Comvita shareholders on the register as at 5.00pm NZT on 29 May 2020
UNDERWRITING
•The equity raising is fully underwritten by CraigsInvestment Partners Limited
2
and Forsyth Barr Group Limited on customary terms for
an offer of this nature
1.Theoretical Ex Rights Price at which Comvita’s ordinary shares would trade immediately after the ex-rights date for the Entitlement Offer. TERP is calculated with reference to Comvita’s closing
share price of NZ$3.81 on Wednesday 27 May 2020 and includes all new shares issued under the Equity Raising. TERP is a theoretical calculation only and the actual price at which Comvita’s
ordinary shares will trade immediately after the ex-rights date for the Entitlement Offer will depend on many factors and may not be equal to TERP
2.Neil Craig is a Director and Shareholder of CraigsInvestment Partners Limited (the Underwriter) and a Director and Shareholder of Comvita Limited (the Issuer)
18

P r o f o r m a c a p i t a l s t r u c t u r e
19
Sources & Uses of Funding
SourcesNZ$m
New equity 50.0
Total Sources 50.0
UsesNZ$m
Paydown of existing debt48.2
Transaction costs and financing fees 1.8
Total Uses 50.0
Pro Forma Capitalisation
Limit
(NZ$m)
Drawn
(NZ$m)
Multiple of FY20F
Underlying EBITDA
(per guidance)
1
Bank debt 100~73~4.0x
Cash on balance sheet 80.5x
Net bank debt 100~65~3.6x
Limit
(NZ$m)
Drawn
(NZ$m)
Multiple of FY20F
Underlying EBITDA
(per guidance)
1
80.0251.4 x
80.5x
80.0170.9 x
Net bank debt guidance (as at 30 June 2020)Pro forma net bank debt guidance (as at 30 June 2020)
•Comvita is broadly targeting a net bank debt level below 1.5x Underlying EBITDA
1
•Subject to business performance, Comvita intends to resume dividends in accordance with its policy
2
in respect of the FY21 dividend
payable following year end
1.Underlying EBITDA is earnings before interest tax depreciation and amortisation and excludes any non-operating and non-recurringitems (of the same nature as disclosed in Comvita’s 1H20 results released on
27/2/2020). FY20 Underlying EBITDA is based on a post-IFRS-16 basis and therefore excludes lease cost from EBITDA and is a non-GAAP measure. We monitor this as a key performance indicator and believe it
assists investors in assessing the performance of the core operations of our business. FY20 Underlying EBITDA is assumed to be at the mid point of the $17-19m range (i.e. $18m)
2.Comvita’s dividend policy is to distribute dividends based on a payoutratio to a range of 25-35% of after tax operating earnings

E q u i t y r a i s i n g t i m e t a b l e
EventDate
Announcement of equity raising and trading halt pre market open Thursday 28
th
May
Record date for the Entitlement Offer Friday 29
th
May
Institutional Entitlement Offer and Placement
Institutional Entitlement Offer and Placement opens Thursday 28
th
May
Institutional Entitlement Offer and Placement closesThursday 28
th
May
Trading halt lifted and shares recommence trading on NZX on an ‘ex-entitlement’ basisFriday 29
th
May
Settlement on NZX, allotment and commencement of trading of new shares Wednesday, 3
rd
June
Retail Entitlement Offer
Retail Entitlement Offer opensWednesday, 3
rd
June
Offer Document dispatched to Eligible Retail Shareholders Wednesday, 3
rd
June
Retail Entitlement Offer closesFriday, 12
th
June
Settlement on NZX, allotment and commencement of trading of new shares Friday, 19
th
June
20
These dates are subject to change and are indicative only. Comvita reserves the right to amend these timetables, subject to applicable laws and the Listing Rules.

K E Y R I S K S

K e y r i s k s r e l a t i n g t o t h e e q u i t y r a i s e
This section outlines the key risks associated with the equity raising. These risks could have an effect on the performance of the Comvita share price as
well as the financial performance and earnings of Comvita. While this section sets out the key risks identified by Comvita inrelation to the equity raising,
it does not (and does not purport to) outline all risks associated with an investment in Comvita shares, the future operatingorfinancial performance of
Comvita, the equity raising or general market or industry risks. Some risks may be unknown and other risks, currently believed to be immaterial, could
turn out to be material.
In light of the COVID-19 pandemic, extra caution should be taken when assessing the risks associated with the investment. The rapidly changing COVID-
19 situation is bringing unprecedented challenges to global financial markets, and the economy as a whole. Capital markets haveseen equity securities
suffer from spikes in volatility and significant price decline.
Before deciding whether to invest in Comvita shares, you must make your own assessment of the risks associated with an investment in Comvita and
consider whether such an investment is suitable for you having regard to all publicly available information (including this presentation and other
information available on the NZX website), your personal circumstances and following consultation with a financial or other professional adviser
Demand for Comvita’s
products
Some of the recent increase in demand forComvita’sproducts has been driven by an increase for health and wellness
products as a result of COVID-19. There is a risk that this demand may not be sustained. There is also a risk that if
there is a prolonged recession consumers may reduce consumption of premium products.
Comvita considers that any drop off in demand would likely be low and the general trend of higher demand for health
and wellness products will continue. Likewise Comvita believes that there may be elevated demand for premium
quality Comvita Mānuka honey products. However if there was a sustained drop in demand for Comvita’s products or
Mānuka honey more generally, this would impact negatively on Comvita’s revenue, earnings and capital
requirements
Market access restrictionsThe outbreak of COVID-19 initially caused some disruption to global supply chains. Whilst Comvita was able to
manage the resulting logistical issues, there is risk that a second wave of a COVID-19 outbreak or other negative
factorsmay cause further disruptions which could impact Comvita’s sales in offshore markets
Comvita operates a diversified market strategy and operates a permanent establishment business model with
inventory held in market to mitigate this risk
22

Honey harvest and supplyComvita holds a strong supply of inventory to assist tomeet expected sales over the next 12-24 months, has
strong relationships with suppliers and is progressing its own plantation strategy.
There remains a risk that meteorological or other factors outside of Comvita’s control may reduce supply of, or
materially increase the cost of, Mānuka honey and negatively impact Comvita’s ability to meet demand and or
reduce profitability and or negatively impact cash flow
Capital sufficiencyComvita has undertaken a capital sufficiency modelling exercise throughto 30 June 2021 to assist in
determining the size of the equity raise. Comvita believes that a successful equity raise together with cost
saving initiatives and new bank facilities will provide Comvita sufficient capital to meet its requirements to
support its operations and respond to a potential downturn in the current trading environment.
The model is based on what Comvita considers to be a conservative set of assumptions however, there remains
the risk that negative impacts from global economic conditions or meteorological factors far exceed expected
levels, and cost-out assumptions cannot be met, or sales growth and increases in profitability takes longer than
expected. In the event of this scenario materialising, Comvita may have insufficient liquidity to meet capital and
operational requirements. Comvita would re-assess balance sheet strength and may seek to access additional
equity or debt funding which could have an adverse effect on Comvita and/or it’s earnings
In the event that the equity raise does not proceed, Comvita has sourced from its bank an alternative financing
package that will extend the bank facilities until July 2021. However this alternative financing package is more
restrictive and expensive through higher interest costs than the financing package that will be in place following
a successful equity raise
Operationaland execution riskComvita is undertakinga significant business and operational transformation including changing underlying
operations, reducing head count, divesting non core operations and focusing on core products
There is risk that this transformation does not go to plan (either failing to deliver the anticipated benefits or
delaying the timing of their impact) or has unintended consequences which negatively impact Comvita’s
earnings or capital requirements
23
K e y r i s k s r e l a t i n g t o t h e e q u i t y r a i s e

A P P E N D I X :
F O R E I G N S E L L I N G
R E S T R I C T I O N S

25
This document does not constitute an offer of New Shares of Comvita in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person,
and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below..
Australia
This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable
exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). This document is not a
prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is notrequired to, and does not, contain all the information
which would be required in a "disclosure document" under Australian law. This document has not been and will not be lodged orregistered with the Australian Securities & Investments
Commission or the Australian Securities Exchange and the Company is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of Chapter 7 of the Corporations Act.
Investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may,under section 707(3) of the Corporations Act, require
disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor
has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance(Cap. 571) of the Laws of Hong Kong (the "SFO"). No action
has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New
Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue, in Hong
Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and
any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstancesthat amount to an offer to the public in Hong Kong within six
months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of
the contents of this document, you should obtain independent professional advice.
Korea
The Company is not making any representation with respect to the eligibility of any recipients of this document to acquire the New Shares under the laws of Korea, including, without
limitation, the Foreign Exchange Transaction Act and regulations thereunder. The New Shares have not been, and will not be, registered under the Financial Investment Services and Capital
Markets Act of Korea (“FSCMA”) and therefore may not be offered or sold (directly or indirectly) in Korea or to any resident of Korea or to any persons for re-offering or resale in Korea or to
any resident of Korea (as defined under the Foreign Exchange Transaction Act of Korea and its enforcement decree), except as permitted under the applicable laws and regulations of Korea.
Accordingly, the New Shares may not be offered or sold in Korea other than to "accredited investors" (as defined in the FSCMA).
F o r e i g n s e l l i n g r e s t r i c t i o n s

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Template
Corporate Action Notice
(Other than for a Distribution)
Updated as at 17 October 2019

Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Comvita Limited
Class of Financial Product Ordinary Shares
NZX ticker code CVT
ISIN (If unknown, check on NZX
website)
NZCVTE0001S7
Name of Registry Link Market Services
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue
X
Call Bonus issue
Record date Friday, 29 May 2020
Ex-Date (one business day before the
Record Date)
Thursday, 28 May 2020
Currency NZD
Section 2: Rights issue (delete if not applicable)
Number of Rights to be issued Approximately 12,000,000 (subject to rounding)
Number of Financial Products to be
issued under the Rights issue
Approximately 12,000,000 (subject to rounding)
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 4.15
Treatment of fractions Where fractions arise in the calculation of
entitlements, they will be rounded down to the
nearest share.
Subscription price $2.50
Letters of entitlement mailed The Offer Document and Entitlement and
Acceptance Form will be sent to eligible retail
shareholders on or about Wednesday, 3 June 2020
Offer close Institutional Entitlement Offer – Thursday, 28 May
2020
Retail Entitlement Offer – Friday, 12 June 2020

2 of 2
Quotation Date
1
(if applicable) N/A
Allotment Date New Shares under the Institutional Entitlement Offer
– Market open on Wednesday, 3 June 2020
New Shares under the Retail Entitlement Offer –
Market open on Friday, 19 June 2020
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
David Banfield – Chief Executive Officer
Contact person for this announcement David Banfield – Chief Executive Officer
Contact phone number +64 27 720 9082
Contact email address david.banfield@comvita.com
Date of release through MAP 28/05/2020


1
The Quotation date for Rights will be the Ex Date.

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28 May 2020

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington, New Zealand

Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014

1. Comvita Limited (NZX:CVT) (Comvita) today announced that it intends to undertake a placement
and an accelerated entitlement offer of new ordinary shares of the same class as already quoted
on the NZX Main Board (together, the Offer).

2. The Offer is being made to investors in reliance upon the quoted financial product exclusion in
clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA).

3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the Regulations).

4. As at the date of this notice:

4.1 Comvita is in compliance with the continuous disclosure obligations that apply to it in
relation to the quoted ordinary shares in Comvita;

4.2 Comvita is in compliance with its financial reporting obligations (as defined in subclause
20(5) of Schedule 8 to the Regulations); and

4.3 there is no information that is “excluded information” (as defined in subclause 20(5) of
Schedule 8 to the Regulations).

5. The Offer is not expected to have any material effect or consequence on the "control" (as defined
in clause 48 of schedule 1 to the FMCA) of Comvita.

Ends
For further information or queries:
Brett Hewlett, Comvita Chair – 021 740 160

Background information
About Comvita (www.comvita.co.nz)
Comvita (NZX:CVT) is a global natural health company committed to the development of innovative
products, backed by ongoing investment in scientific research.