Notice of Annual Meeting

COMVITA LIMITED NOTICE OF ANNUAL MEETING 2020
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at 2.00pm
on Thursday 22 October 2020 at Comvita, 23 Wilson Road South, Paengaroa, 3189*
THE NATURE OF THE BUSINESS TO BE TRANSACTED AT THE MEETING IS:
A.

Apologies and Chairman’s Introduction
B.

CEO Address
C.

Reports and Financial Statements
To receive and consider the Annual Report, including the audited Financial Statements of the Company, for the
year ended 30 June 2020.
D.

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

“That the meeting record the re-appointment of KPMG as the auditors of the Company for the current
financial year ending 30 June 2021 pursuant to section 207T of the Companies Act 1993, and authorise the
Board to fix KPMG’s remuneration.”
E.

Director’s Election (Resolution 2)
To consider, and if thought fit to pass, the following ordinary resolution:
2.

“That Brett Hewlett, who retires by rotation and is eligible for re-election, be re-elected as a Director of the
Company.”
(See explanatory notes)
F.

General Business
Proxies
Shareholders are entitled to appoint a proxy to attend and vote at the meeting. A proxy does not need to be a
shareholder. If you appoint a proxy you may either direct your proxy how to vote for you or you may give your
proxy discretion to vote as he or she sees fit. If you do not tick a box for any particular resolution your proxy may
vote as he or she sees fit. A proxy form is enclosed with this Notice of Meeting and contains further instructions.
Please complete and sign the Proxy Form and Voting Instructions (keep intact), and lodge it, to be received by
the Company’s share registry, Link Market Services, no later than 2.00pm on Tuesday 20 October 2020.
Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the meeting on its behalf in the same
manner as that in which it could appoint a proxy.
Signed by:

Brett Hewlett
Chairman
On behalf of the Board of Directors
22 September 2020


*Subject to no changes in Covid-19 levels

EXPLANATORY NOTES
An ordinary resolution where referred to means a resolution of shareholders of the Company which is approved by
more than 50% of shareholders of the Company entitled to vote and voting on the resolution. All resolutions for
consideration at the annual meeting are ordinary resolutions.
Voting on all resolutions put before the meeting will be by poll.
None of the resolutions presented at the meeting are subject to any voting restrictions.
A copy of the Company’s current Constitution can be viewed online at the Companies Office website
www.business.govt.nz/companies and at the Company’s registered office, 23 Wilson Road South, Paengaroa, free of
charge. A copy of the Main Board Listing Rules can be viewed on NZX Limited’s website at www.nzx.com.
RESOLUTION 1
KPMG is automatically appointed as the auditor of the Company under section 207T of the Companies Act 1993.
Section 207S of the Companies Act provides that if the auditor is appointed at a meeting of the Company the fees and
expenses of the auditor must be fixed by the Company at the meeting or in the manner that the Company determines
at the meeting. Resolution 1 accordingly authorises the directors of the Company to fix the fees and expenses of the
auditor for the financial year ending 30 June 2021.
RESOLUTION 2
In accordance with clause 26.1 of the Company’s Constitution, the Board has fixed the number of directors at seven.
One of the seven Directors (Brett Hewlett) is standing down by rotation in accordance with clause 28.1 of the
Company’s Constitution (as amended on 17 October 2019) and offers himself for re-election. The Board considers
that Mr Hewlett qualifies as an independent director. Following the change in the NZX Main Board Listing Rules on 1
January 2019, and the subsequent amendment to the Company’s Constitution, Brett is the only director required to
stand down by rotation at this meeting.
A brief biographical note is set out below.

Brett Hewlett
Brett is a professional director and consultant. He is an Independent Director and
Chairman of Comvita Ltd (NZX:CVT), Independent Director of private company BlueLab
Corporation Ltd, Independent Director of Quayside Holdings Ltd., and Chairman of
Priority One, Tauranga and Western BOP’s economic development agency. From 2005-
2015 Brett was the Chief Executive Officer of Comvita. Prior to Comvita, he held a
number of senior roles with global packaging firm Tetra Pak. Other former Governance
and Advisory Board roles include: Derma Sciences Inc. (DSCI:Nasdaq), SeaDragon
(SEA:NZX), Enterprise Angels, NZTE’s Better by Design Advisory Board and Member of
the Callaghan Innovation Stakeholder Advisory Group. Brett has a Bachelor of Food
Technology from Massey University, and a Masters of Business Administration from the
International Institute for Management Development, Switzerland. He has also
completed advanced management programmes at Stanford University and the
Massachusetts Institute of Technology’s Sloan School of Management. Brett is a
Member of the Institute of Directors.

VENUE INFORMATION
Comvita
Front lawn marquee, next to the Experience Centre
23 Wilson Road South
Paengaroa

Directions: Please enter via Gate 1 or 2 on Wilson Road South and park in the Experience Centre carpark. Additional
parking is available through Gate 4 where parking marshals will direct you on arrival. Please be advised some walking
on the grass is required.

Experience Comvita Café: Please note that our café will be open for coffee and tea only prior to the meeting.
Refreshments will be served in the marquee post meeting.

---

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

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




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


PROXY FORM/ADMISSION CARD FOR COMVITA LIMITED’S 2020 ANNUAL MEETING
The Annual Meeting of Comvita Limited will be held at 2.00pm on Thursday 22 October 2020 at Comvita, 23 Wilson Road South, Paengaroa. If you
attend the Meeting, please bring this form to assist with your registration. If you do not propose to attend the Meeting but wish to be represented by
proxy, please complete and return this form (in accordance with the lodgement instructions above) to Comvita’s share registry, Link Market Services, by
no later than 2.00pm on Tuesday 20 October 2020. You can also appoint your proxy and vote on the resolutions on the reverse of this form or online by
going to https://investorcentre.linkmarketservices.co.nz/voting/CVT or by scanning the QR code above with your smartphone.

Appointment of proxy
The Chairman of the Meeting or any Director is willing to act as a proxy for any shareholder who wishes to appoint him/her. To appoint the Chairman of
the Meeting as your proxy simply tick the box allocated next to “The Chairman of the Meeting”, or to appoint a Director or another person as your proxy
write the full name of that Director or the full name and address of such other person (as applicable) in the space allocated on the reverse of this form.
Your proxy need not also be a shareholder. If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without
specifying a person that is appointed as proxy, the Chairman of the Meeting is deemed to be the proxy for the purpose of that form, but only to the
extent of the voting instructions as provided.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business (resolutions 1
and 2). If you do not make an election in respect of a resolution, your proxy may vote as he/she sees fit. If you make more than one election in respect
of a resolution your vote will be invalid on that resolution.

Appointing the Chairman of the meeting or a Director as your proxy
If you expressly appoint the Chairman of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a
resolution, you acknowledge that they will exercise your vote in favour of resolutions 1 and 2.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either joint shareholder (or their duly authorised attorney) may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate
shareholder (if it has one).


GO ONLINE TO HTTPS://INVESTORCENTRE.LINKMARKETSERVICES.CO.NZ/VOTING/CVT TO APPOINT AND GIVE DIRECTIONS TO
YOUR PROXY OR TURN OVER TO COMPLETE THE FORM.

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

Or ________________________________________ (name) of ____________________________________________________________ (address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules) at the Annual Meeting of Comvita
Limited to be held on Thursday 22 October 2020, at 2.00pm, at Comvita, 23 Wilson Road South, Paengaroa and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS .
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If no box is ticked for an item, your proxy may vote as he/she sees fit.
No voting restrictions apply in respect of the resolutions outlined below.
RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:

For Against Proxy
Discretion
1.
That the meeting record the re-appointment of KPMG as the auditors of the Company for the current
financial year ending 30 June 2021 pursuant to section 207T of the Companies Act 1993, and
authorise the Board to fix KPMG’s remuneration.
  
2.

That Brett Hewlett, who retires by rotation and is eligible for re-election, be re-elected as a Director
of the Company.

  


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


STEP 3: SIGNATURE OF SHAREHOLDER(S) This section must be completed .
Shareholder 1 Shareholder 2 Shareholder 3

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

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