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Comvita Limited (CVT) 2021 Annual Report

Annual Report14 September 2021CVTIndustrials

2021
ANNUAL REPORT

COMVITA.CO.NZ

This year, we made
good gains with our

plans to strengthen the

business. There’s still

a way to go of course,

but the stabilising and

focusing work of last

year is now largely

behind us. Overall,

we’re happy with where

we’ve landed.


—— ——

Our two major markets shifted

up a gear, we did more business through

our digital channels and we focused

on the products that bring us the

most margin. By truly investing in

our brand and the service we deliver

to our customers, we reframed

Comvita as a company that is about

so much more than what’s in the jar.

Introduction 1 — Strategy 6 — Results at a glance 16 — Chair + CEO 18 — Year in Review 26

Focus on our Markets 30 — Around the world 32 — Digital Strategy 42 — Bees, People, Sustainability

and Partnerships 44 — Leadership 62 — Governance 64 — Directory 70

CONTENTS

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ANNUAL REPORT

COMVITA.CO.NZ

2021

PROVENANCE
“You have come too far not to go further, you have

done too much not to do more”

In this year’s report, we report back on the progress

we have made as a company and the results we

generated through pursuing our strategy. As we

have indicated previously, Comvita is on a journey

to redefine its long-term prospects. This report

examines the progress we have made across the

three parts of that journey – Stabilise, Transform

and Build long-term resilience and growth. We also

report on the many advances we have made across

the business to build a resilient, socially conscious,

well-branded entity that trades globally, both in

market and digitally. Thanks for taking the time to

read more about our progress.

OF MĀNUKA

Kua tawhiti ke- to- haerenga mai kia

kore e haere tonu. He nui rawa o-

mahi kia kore e mahi tonu.”

THE

TĀ HIMI HĒNARE

(SIR JAMES HĒNARE)

NGATI HINE ELDER

& LEADER

2021

ANNUAL REPORT

COMVITA.CO.NZ

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SAN FRANCISCOSHANGHAI
This stuff is the best of the best. First discovered it on a trip to New Zealand.

I've tried many Ma

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nuka brands, but Comvita 20+ is the only one that has

really helped with GI issues and staying healthy. A bit pricey for sure, but

100% worth it. Thank you Comvita!”

COMVITA CUSTOMER IN NORTH AMERICA

SOUGHT OUT INASKED FOR IN

The Comvita Ma

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nuka UMF 10+ honey is very amazing.

Smells rich and mellow texture. If you never try this before,

try it because the product is really good. Very nice gifts.”

TMALL CUSTOMER IN CHINA

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ANNUAL REPORT

COMVITA.CO.NZ

2021

S
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—— —— Our total focus across the business

is on the delivery of our three-part plan

to stabilise performance, transform the

organisation and build long-term resilience

and growth. Our results are gaining

momentum. While we are pleased with

progress so far, we recognise there is

significant room for further improvement.

At this point, we are 18 months into a five-

year chapter. Our goal is to systematically

build the foundations for long-term growth

and, in the process, build stakeholder trust.

OUR


FOR BUILDING A BETTER BUSINESS

STRATEGY

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01

STRATEGY

02

STRATEGY

03

STRATEGY

This strategy is about

building long-term

resilience and growth.

Our status on this

strategy is amber.

Our goal is to stabilise underlying group

performance. We achieved EBITDA of

$25.5M – a +511% improvement vs pcp.

While we are encouraged by results at the

top end of guidance and we are making

good progress on a number of other key

strategic goals, the key here will be to

ensure profitable growth in Australia and

New Zealand (ANZ) in line with our goal

to win at home.

With our organisational review and

simplification now complete, we are

bedding in a performance-driven

culture at Comvita with the emphasis

on performance and culture. The main

transformation focus is on digitisation of

the entire business to improve efficiency,

agility and insight. Through this, we will

de-risk the business as we systemise

learnings and enhance end-to-end

thinking. Ownership of consumer data

and associated insights is key to long-

term growth.

The focus of this strategy is on

enhancing our markets, channels

and product categories.

We are making good progress on

delivering double-digit growth in our

focus growth markets, in Mānuka and

in our digital channels. True digital

transformation, delivering a unique world

class digital experience, will take about

another 18 months. The net impact will

see Comvita recognised as a high-value

premium FMCG lifestyle brand.

02.

01.

03.

Focus

This strategy

focuses on stabilising

performance.

Our status on this

strategy is amber.

This strategy

aims to achieve

a transformed

organisation.

Our status on this

strategy is amber.

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2021

STRATEGY

Double-digit top and
bottom-line growth:

China, North America,

Mānuka, Propolis, OLE


Digital to 38%

of Group sales


Experiential store

launched China


Stabilisation of ANZ

performance

Profitable growth

in EMEA


SKU numbers

reduced by 20%


Inventory reduced


Double-digit EPS

growth

—— —— There were many achievements throughout the year that

confirmed for management and the Board that our strategies are

working and that we are reaping the rewards of pursuing a clear

and robust plan. Good progress financially was accompanied by

a number of milestones that point to the importance of pursuing

a holistic approach.

Strong Q1

performance.

Double-digit

revenue growth.

Increased brand

investment.

Appointment of

key leadership

team in China

market.


1,600 stores

added to US

distribution.

Record

11/11 results

and strong

Black Friday

performance.

Sales in Korea

improved +30%

year on year.

Strong half-

year earnings

were in line

with guidance.

In particular,

we saw good

management

of cash and

inventory.

Launch of

experiential

Wellness Lab

in Auckland.


Production

transformation

project

delivered IRR

of 41%.

Launch of

premium UMF

25+ Mānuka

honey on

International

Women’s Day.

—— —— Event / Programme

—— —— Impact and progress

New harvest

model proves to

be successful.

Inaugural

gathering of

apiary team in

Paengaroa.

Record 6/18

results in China

market. We

are the only

international

brand in the

top 10 of the

Healthy Foods

category.

Breakeven

business model

proven in EMEA.

(Apr-June):

Australia/

NZ +17 % vs

pcp and +33%

vs previous

quarter.

FY21 EBITDA

result at the top

end of guidance.

Dividends

resume.

Q1OctoberNovemberDecemberHalf year resultsFebruaryMarchAprilMayJuneQ4

Full Year

SIGNIFICANT

PROGRESS

A YEAR OF

FORWARD

TO FY22

SO GOOD:

SO FAR:

LOOKING

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2021

STRATEGY

Solid
BASIS

What we said What we have achieved

This was our first full year as a new team

to focus on delivery of results in order to

start the process of building long-term

stakeholder value. We have delivered results

at the top end of guidance and proven that

our new harvest model de-risks the business

so that we can focus on where we generate

our earnings – in markets with discerning

consumers. Our joint venture review is now

complete, and as part of that, we have taken

a close review of any underperforming assets.

Our reset capital structure and cash focus

has seen good operating cash flows, allowing

us to pay down debt.

—— —— The key to our future success lies

in first shifting our focus back to our core

product categories, where we are truly

globally competitive, and redirecting

our sales focus back to our customers’

stores, where we have long-standing and

valuable relationships.

—— —— A new honey harvest model will

give us back the supply chain certainty

around quality and availability we need,

while a major investment in business

transformation will ensure we have the

right people and the right organisational

structure to deliver to our potential. We

need to review non-core joint ventures to

remove cost, duplication and low returns.

Finally, resetting our capital structure will

support growth and build our resilience.

Key milestones

Half-year earnings

reflecting true

business seasonality


Full-year earnings

at $25.5M


Q4 performance in

ANZ +17%


Net debt $4.6M


Dividends resumed

NEXT STRATEGY

STRATEGY

STABILISE

TRANSFORM

BUILD LONG-TERM

RESILIENCE AND GROWTH

Strategy one

of our three-part

plan that will take

us through the next

three to five years:

A

Single-digit growth in ANZ


Earnings in line with

guidance


Improvement in team NPS


Double-digit EPS growth

Looking forward

DELIVERING

“It was important to deliver results in line

with our revised higher guidance to help

build stakeholder trust.”

BRETT HEWLETT INDEPENDENT CHAIR

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2021


Fa st

FORWARD

What we said What we have achieved

Winning in our focus growth markets and

in our focus categories is key to us achieving

our 2025 goals. We are pleased to report

that, during this period, we delivered double-

digit top and bottom-line growth in China,

North America, Mānuka and digital channels.

Our China performance is the standout

result, with us achieving record results in

the key 11/11 and 6/18 festivals and a record

annual result for mainland China. Hong Kong

SAR, while suffering for top-line growth,

delivered improved profitability as we again

leveraged our leadership team in Shenzhen.

Our transformation plan is on track, with

investment to date of $1.2M delivering over

$12M of improvement in this result. We’ve

also seen underlying cost reduction of

$5.7M to date and a 730 basis points (bps)

improvement in gross profit. Net debt finished

the year at $4.6M with good management

of working capital over the period, including

reducing inventory by $11.7M.

—— —— Our four-part regeneration plan

encompasses putting consumers at

the heart of our thinking, prioritising

China and North America as our growth

markets, generating high growth with

a low-to-no-debt model and shifting to

a flatter management structure.

—— —— Our shift from being supply-driven

to consumer-focused reflects the realities

of the trading conditions we compete in

today. Being clear about our key markets

ensures we focus our energies where they

will be most effective. Operating with

less debt will give us more control over

our future, and our new flat structure will

bring a new sense of empowerment to our

teams, streamlining decision making.

Key milestones

Double-digit top and

bottom-line growth in

China and North America


Digital revenue +17%

to 34% of total Group


Breakeven in EMEA


Net debt of $4.6M

NEXT STRATEGY

STRATEGY

STABILISE

TRANSFORM

BUILD LONGftTERM

RESILIENCE AND GROWTH

Strategy two of our

three-part plan that will

take us through the next

three to five years:

Looking forward

Double-digit growth in

China and North America


Digital sales to at

least 38% of total

at accretive margins


Underling net debt

reduction (before

reinvestment)


Double-digit EPS growth

DELIVERING

“Our excellent progress in focus growth 

markets supports our belief that discerning

consumers are demanding Comvita.”

DAVID BANFIELD CEO

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2021

DELIVERING
“Gaining dual IANZ and MPI accreditation is

an industry first and testament to the

investment we have put into laboratory

capability and our unrelenting focus on

higher-quality standards.”

DR JACKIE EVANSCHIEF SCIENCE OFFICER

Ye a r s

TO COME

What we said What we have achieved

Over the course of this year, we have defined and

shared our future state business model that is

designed to build long-term stakeholder value.

Our 60:15:20 model sets out the aim to deliver

a GP of at least 60% by 2025, invest 15% in

marketing to build brand affinity and deliver 20%

EBITDA returns. We have made good progress

this year, improving gross profit by 730 bps and

increasing our EBITDA percentage to 13.3% of

sales. We expect further improvements in FY22.

We have an absolute focus on ensuring that

health and safety is in line with the best

standards around the world and our team return

home safely at the end of any work day. We are

pleased to see further improvement in this year’s

results, with total recordable injury frequency

rate (TRIFR) reduced by 9%.

In addition, we share our first carbon footprint

measurement in this report (Scope 1 and 2

and limited Scope 3) as we look to deliver our

carbon neutral plan by 2025 and carbon positive

by 2030. It’s encouraging to note that we are

removing nearly twice as much carbon as we are

emitting (limited Scope 3). We also share our

2030 Harmony plan, which sets out our broader

ambition as an organisation.

—— —— We’re currently building a clearer

understanding of our brand value

proposition so that we can communicate

this clearly. We’ve also restructured our

business to enable us to invest in telling

the ‘why Comvita’ story to consumers to

drive awareness, household penetration

and loyalty.

—— —— We are investing in three parts of

the business – science, the capabilities

of our in-market teams in particular

and the development and strengthening

of our teams overall. Finding the right

people and bringing out the best in them

will be critical as we move forward. Our

long-term environmental goal is to be net

carbon positive by 2030.

Key milestones

730 bps increase in GP


$8.7M (56%) increase

in brand investment


Flat structure driving

performance


First carbon footprint

report net +1,900 tonnes

of CO

2

e


TRIFR -9%

STRATEGY

STABILISE

TRANSFORM

BUILD LONGftTERM

RESILIENCE AND GROWTH

Strategy three of our

three-part plan that

will take us through the

next three to five years:

Looking forwards

150 bps improvement in GP

(second half weighted)


B Corp certified


Incremental investment

in science, with new

patents filed to showcase

our industry-leading

capability and category

understanding

FOR

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2021

Results
+31%

CHINA GROWTH

IN LOCAL CURRENCY

9%

REDUCTION

IN TRIFR

4CPS

FULLY IMPUTED

DIVIDEND DECLARED

+730BPS

GROSS

PROFIT

$8.7M

MARKETING

INVESTMENT +$8.7M

OR +56 %

$4.6M

NET DEBT,

INVENTORY REDUCTION

$11.7M, OPERATING CASH

INFLOW $24.8M

AT A GLANCE

+23%

NORTH AMERICA GROWTH

IN LOCAL CURRENCY

+17%

DIGITAL CHANNEL GROWTH

+10%

MĀNUKA REVENUE

$9.5M

REPORTED

NPAT $9.5M VS.

($9.7M) IN PCP

$25.5M

+ $21.3M VS. JUNE 2020

OR +511%

TRANSFORMATION

PLAN

ON

TRACK

INCOME STATEMENT

For the year ended

NZD 000's

FY2021

$'000

FY2020

$'000

Variance

$

Variance

%

Revenue (Reported Currency)191,734195,912(4,178)(2.1%)

Revenue (Constant Currency)*198,832195,9122,9201.5%

Marketing24,21615,5068,71056.2%

EBITDA*25,5234,17921,344510.8%

Net Profit after Tax9,479(9,701)19,180197.7%

BALANCE SHEET

As at


NZD 000's

30 June

2021

$'000

30 June

2020

$'000

Variance

$

Variance

%

Net Debt4,58315,520(10,937)(70.5%)

Inventory101,008112,679(11,671)(10.4%)

* EBTIDA and constant currency revenue are non-GAAP measures. We monitor these as key performance indicators and believe they assist investors in

assessing the performance of the core operations of our business.

REPORTED EBITDA

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2021

RESULTS AT A GLANCE

Global
BENCHMARK

RESULTS

You must be pleased with this year’s results?

BRETT: We’ve continued progressing towards the

kind of financial performance the Board believes

this company is capable of. We’re not there yet, but

this year’s solid earnings are at the top end of our

guidance and well above the expectations set this

time last year. David and the new management

team have had to carefully guide the company

through unprecedented change and uncertainty.

This result speaks volumes to both their leadership

capability and resilience and reinforces the

confidence we have in the value of our premium

brand and the fundamentals of our global

business model. Well done to everyone involved.

DAVID: Naturally I’m pleased that we’ve

delivered an EBITDA earnings result at the

top end of guidance and reduced net debt to

$4.6M. I would like to thank the whole team

who have worked incredibly hard to deliver this

result and deserve the opportunity to celebrate

and reflect on their individual and collective

contributions to return Comvita to profitability.

I would also like to thank Brett and the Board

for their support and guidance throughout

the year – this has been a big team effort.

It says a lot that we have been able to deliver

these results despite significant headwinds in

Australia, New Zealand, Hong Kong SAR and the

UK. Having said that, our business model needs

to demonstrate that level of resilience if we are

to continue building trust with all stakeholders.

Our energy, passion and attention now turns to

deliver our FY22 guidance and continuing the

process to rebuild stakeholder trust. We still have

a long way to go to deliver the true potential of

Comvita as captured in our five-year plan. Our aim

is to deliver our 60:15:20 model by 2025 – 60% GP,

15% marketing to sales and 20% EBITDA.

Your business model is also quite different

from others. Why have you chosen to shift

from sell-in to sell-through?

DAVID: Our business model is absolutely unique.

We truly operate from end to end. We own

and operate Mānuka forests planted with our

unique Mānuka cultivars, with hives cared for by

our own beekeeping team and honey extracted

at our own facilities. We have a high-quality

production facility powered by photovoltaic cells

with our own independently verified laboratory

on site – the only one in the industry. We also

have our own teams on the ground around the

world, whereas most of our competitors rely

on third parties to execute their plans on the

ground, in market. All of that means we’re better

connected to consumers’ changing needs.

AN INTERVIEW

SETTING

THE

Better to act your way

to a new way of thinking, than think

your way to a new way of acting”

OUR CHAIR AND CEO

SHARE THEIR VIEWS OF OUR PROGRESS

THIS YEAR.

BRETT HEWLETT — CHAIR

DAVID BANFIELD — CEO

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CHAIR + CEO

Our focus on sell-out is designed to ensure that
we understand drivers of performance at an

individual customer level and tailor our activity

accordingly. This also ensures that we have a clear

line of sight of trade stocks with the intention of

ensuring we understand any one-off impacts on

our performance (positive or negative) and avoid

peaks and troughs related to one-off stocking

events. We aim to be their best partner by helping

our customers manage supply, demand and,

ultimately, cash. Our focus is on delivering long-

term, profitable growth rather than just to ‘get

orders’, and in the medium term, we believe this will

be reflected in our customers designating Comvita

as their brand of choice.

You had what could be considered a

very ‘poor’ harvest this year at only 370

metric tonnes yet achieved a breakeven

performance on your apiary business.

Historically, a poor harvest would

have carried through to a poor result.

What’s changed?

DAVID: When I first joined Comvita, shareholders

highlighted the impact that poor weather

conditions could have on harvest and consequently

on Group performance. This also directly impacted

how the investment community valued Comvita

(due to perceived agri-risk). We implemented a new

plan in 2020 to ensure that, in poor weather years,

we achieved a breakeven in our apiary division (i.e.

no profit contribution to Group profits from apiary)

and a contribution of around $2–3M in good

weather years – this was based on an average

‘poor’ harvest being around 410 tonnes. This year’s

breakeven was achieved despite being 10% below

our base case. The apiary team did a great job to

manage costs and quality of yields. We expect

that, in time, this reduced risk and recognition

of Comvita as a premium FMCG brand will

enable Comvita to be re-rated. We retain strong

relationships and supply from our Supply Partner

Group (long-standing, high-quality, independent,

exclusive suppliers) to allow us to mitigate seasonal

variability in harvest yields and maintain service

levels to our markets and customers.

STRATEGY, MAJOR ACHIEVEMENTS

FOR THE YEAR

Turning to your long-term plans – last

year, you talked about your three-part

strategy to stabilise, transform and build

long-term resilience and growth. Where

are you on that journey?

BRETT: The journey itself is ongoing. For now,

I feel very comfortable that the company is on a

stable footing. We have a solid balance sheet with

minimal debt, strongly trending growth in sales

in the key focus growth markets of China and

North America, a highly capable and motivated

global management team and a clear and focused

strategy to guide us. However, we also can’t lose

sight of the fact that disruption can come from

anywhere at any time. We must remain diligent

watching for threats and continue to build

underlying long-term resilience in our business

and operational models. We also remain diligent

looking out for strategic growth opportunities and

aim to be well positioned to move on these as and

when they present themselves. For those reasons,

the transformation process never really ends, so

we must be agile and all the time challenging how

we do things.

DAVID: We’re making good progress. Progressing

all three elements at the same time has its

challenges but is a must if we want to set Comvita

up to win in the medium to long term. A year

ago, we set out our plan to focus on key product

categories (Mānuka and Propolis), key markets

(China and North America), key channels (digital)

and also on business fundamentals to generate

cash and pay down debt.

This year, we’ve delivered double-digit top and

bottom-line growth in the world’s biggest honey

market – China – with record revenue at 337M

RMB. We also achieved double-digit top and

bottom-line growth in North America, the Mānuka

product category and our Digital channel, plus

we grew our gross profit by over 730 bps while

reducing fixed costs and investing more in our

brand. In addition, we reduced our inventory

levels by nearly $12M and our SKU (product)

count by 30%, helping us generate cash and pay

down debt. These are all examples of us doing

what we said we would do and starting to build

long-term resilience and growth. In terms of

stabilisation, our ANZ market still needs work

but has been severely impacted by the loss of the

daigou channel and tourism. Also, having gained

traction in our digital channels, we now need to

build momentum and accelerate engagement

and transition of consumers to our owned

direct-to-consumer platforms.

What’s going on with your various joint

ventures? How do they fit into your plans?

DAVID: We have exited from any non-performing

or non-strategic joint ventures. There are now

three remaining: Makino, Apiter and Medibee

Australia. Makino is a long-standing, high-quality

Mānuka forest partnership and is performing

very well, and we see long-term alignment and

opportunity here. Apiter supplies us with high-

quality Propolis from Uruguay. Apiter and Propolis

are very much part of our long-term plans. We’re

actually the global leader in Propolis, and our view

is that there is significant untapped potential in the

category. We do have too much inventory but we’re

reviewing that, and this will be reflected in our

long-term category plans.

Medibee Australia is different. We no longer have

a long-term strategic need for this JV. The only

reason it’s retained is because of a bank facility

guarantee that’s in place of AUD$4.5M. The

business, while recovering from the damage of

devastating fires in 2019, generates cash, so we’ll

focus on that and reducing the bank facility to zero

and then we’ll plan to exit.

Are there any other significant issues that

you feel still need addressing?

BRETT: At Group level, what’s top of mind for me is

that the current share price appears to undervalue

the intrinsic and long-term sustainable value of the

Comvita brand. At the operational level, we believe

that the big issues have largely been addressed.

The focus now turns to driving the fundamentals:

growing demand (reflected in sustainable sales

growth); growing brand value (reflected in

premium margin); optimising the sustainable costs

of doing business through a process of continuous

improvement (reflected in growth of net operating

earnings); and investing capital wisely (reflected in

sustainable ROCE).

If we continue to make good progress on these

business fundamentals, I’m confident that,

ultimately, this will be reflected in the value

of our shares.

Does transformation extend to the

Board table?

BRETT: Yes, it’s essential that we continually review

and evolve to ensure alignment with the current

and future needs of the business. It was important

during the earlier stages of the changes, when

we appointed a new CEO, that we did not rush

to make wholesale changes at the Board level as

well. There exists a great deal of institutional and

industry knowledge at the governance level, and

stability was critical while David was engineering

transformation of the wider organisation.

Shareholders will see further evolutions to the

Board over the next one to two years, both in

composition and the mix of Directors as well as

how we report as we embrace ESG and integrated

reporting practices. I am extremely grateful for the

support that my fellow Directors have provided

through this period of change and have been

impressed by their resolve to always act in the

best interests of the organisation as a whole.

You mentioned the digital strategy before.

How’s that progressing and what’s the

timeframe for that?

DAVID: While our overall digital performance was

good this year (+17% in constant currency) and our

share of digital grew from 24% to 34% of the total

Group, we still believe that we can get significantly

Our business model

is absolutely unique in

the industry”

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2021

CHAIR + CEO

better. Our digital transformation project will take
another 18–24 months or so to really show us the

true potential of this channel, but we see it as a

crucial component to building affinity with our

loyal consumers around the world. We’re on track

for our 2025 plan predictions for digital sales to

be 50% of the total business at accretive margins.

Every 10% increase in digital share of total

improves total Group profit by 100 bps. In line with

our plans to build digital capability, I’m delighted

that Nicola O’Rourke has joined us as Chief Digital

Officer from Lewis Road Creamery and adds real

capability to this area.

You announced a second transformation

aspiration to achieve a further 400–500

bps improvement in gross profit, targeting

a gross profit percentage of 60% by 2025.

Can you talk through that in a little more

detail please?

DAVID: This will be delivered by a combination of

factors: increasing Mānuka and Propolis share of

the total revenue; increasing digital share to 50%;

increased share of revenue and earnings from

higher margin country segment (Asia); improving

production efficiencies; improving overhead

recovery in production; and finally, an additional

benefit of our new apiary strategy is limiting

collection and extraction of non-Mānuka honey

that is margin dilutive.

You’ve invested $3.8M in your Ma

-

nuka

forest strategy and $2.6M in projects to

improve productivity this year. Why is

this important and how do you measure

productivity/return on investment?

What are the anticipated benefits and

returns of your reforestation strategy?

BRETT: The Board keeps a very sharp eye on the

IRR on all investments. The $6.4M invested this

past year has mostly been targeted at projects

optimising operational efficiencies and productivity

at our Paengaroa and apiary manufacturing

facilities. In some cases, the payback has been

less than 12 months, so benefits are already partly

reflected in this year’s results – with more to come

over the next one to two years. At the Group

level, we have targeted an overall ROCE of >12.5%

or 500 bps over WACC within the 2025 plan.

We believe that this long-run minimum rate of

return on invested capital is both sustainable and

appropriate for a company like Comvita.

DAVID: In order to get product of the highest

possible standards, we need to ensure that we can

manage the environment around our hives. Having

large-scale Mānuka forests in remote areas allows

us to create a perfect environment for bees and for

Mānuka to flourish and an environment where we

manage the impact of pesticides and other non-

desirable substances near or on our land. We are

delighted that we’ve seen the return of kiwi and

whio (blue duck) to our restored land in one forest.

Additionally, this strategy has a strong correlation

with our kaitiakitanga values and our broader

commitment to become carbon neutral by 2025

and carbon positive by 2030.

What we’re seeing from this year’s results is that

our core forest business model is working, and this

will give us higher yields, higher quality of yield and

also lower costs due to proximity and scale. Our

hypothesis is that we will be able to increase yield

by 40% in our forests, increase quality of yield

by 60% and decrease costs by 20%. For me, the

question is when we accelerate this reforestation

strategy rather than if.

In terms of productivity, we aim to be the highest-

quality, lowest-cost producer of Mānuka and

Propolis. We can only achieve this goal if we have

an absolute focus on automation, continuous

improvement through our production facilities and

also the returns that we get from all SKUs that we

manufacture. This financial year, we reduced our

SKU count by 30% as we deleted SKUs that didn’t

meet our expected returns. In the year ahead, we

will reduce our SKU count by a further 20%.

PERFORMANCE BY MARKET

This year, China and the United States

have done very well, but other markets

– notably New Zealand and Australia

– have languished. Why has there been

such disparity?

DAVID: During the interim results presentation

in February, I categorised the performance and

segmentation of our markets as either narrow

or balanced distribution countries. In all cases

where we have a balanced distribution model,

we have performed strongly, whereas when our

distribution, digital capability/focus and sales and

marketing activity have had a narrow focus, we

have struggled. In the case of Australia and New

Zealand, this was the case due to us focusing on

Asian health/daigou and travel retail. Naturally,

with these channels not operating effectively,

neither has the market. I do want to highlight

though that, in Q4, our ANZ sales grew by 17% year

on year, potentially highlighting we’ve reached the

bottom here and now have a base to build from.

In China itself, many companies

exporting there have been devastated

by the Covid-affected daigou channel.

How have you managed to come through

comparatively unscathed?

DAVID: The reality is that we don’t see ourselves

as an exporter. It comes back to the difference

between our business model and other companies

that rely on daigou/Asian health/CBEC for

performance. In China, we have nearly 200 people

on the ground who helped us deliver 31% revenue

growth and 25% net contribution growth while

investing an extra $6.6M in our brand. This team

is there to ensure that we understand customer

and consumer needs and are highly responsive

to changing needs in the most dynamic market

in the world.

Andy Chen (Comvita’s regional CEO in Asia) has

put together a very talented in-market leadership

team, funded by some of the efficiencies we

have delivered across the Group. In the last year,

we’ve appointed in-market GM Sales, CMO, CFO,

People and Transformation Lead and also a new

head of Hong Kong SAR/Macau and Southeast

Asia. This team have all come from bigger FMCG

or global businesses. They believe in our huge

potential in China and across Asia and want to

be part of the exciting chapter ahead of us.

Do you still consider Comvita a

New Zealand brand? What’s happening

at home?

DAVID: Before I talk about that, I want to touch

on something that affects our whole industry

when selling Mānuka honey in New Zealand.

We need to start by having a national standard

for honey in New Zealand that at least matches

the international standard. It’s a nonsense to

me that New Zealand consumers must accept

lower regulatory standards than we have set for

consumers in markets around the world. This does

not make sense to us, and we have chosen to only

sell product in New Zealand that meets or exceeds

the international standard. We invite others in the

industry to follow our lead.

In terms of Comvita, we are a very proud

New Zealand brand and company, but we are

also the global leader and we need to be present

and active around the world. In total, we employ

around 550 people with 350 in-market and

200 in New Zealand. We were co-founded by

Kiwi’s Alan Bougen and Claude Stratford in

1974/75. Alan is still very active in the company

today and is a brilliant ambassador and face

of Comvita’s authenticity around the world. He

has unbelievable knowledge about the healing

properties of Mānuka and products of the hive

and is most at home in the presence of our

friends the bees – the way he interacts with them

really is a sight to behold. We are also investing

in reforestation of New Zealand and, in the

process, allowing indigenous wildlife to thrive.

This year alone we planted over 2 million trees.

WIDER PERSPECTIVES

In this year’s report, you’ve introduced

what you’re calling your Harmony plan.

What’s that about?

BRETT: While the Board’s primary accountability

is to the company and to our shareholders, we

operate in a world of multiple stakeholders. If

consumers are unhappy with a brand’s stance on

social or environmental issues, they will think twice

before buying. In this competitive employment

environment, we also need to be aware that

workers increasingly consider an organisation’s

social, cultural and environmental stance when

making employment decisions. We also know that

government (local, national and even international)

can intervene if they feel the business community

is not aligned with their agenda. We have an

intention to operate in accordance with Te Tiriti

o Waitangi to work in partnership with tangata

whenua. Collectively, we need to take direction

from our purpose and values and, on that basis,

make balanced choices that meet the needs of all

stakeholders. Comvita’s Harmony plan provides

transparency and a framework for how we are

making those balanced choices.

DAVID: Quite simply, we believe we have a bigger

role to play and a bigger opportunity to evidence

the type of business we aim to be. We’re blessed to

work with bees and nature, and we want to invite

people to join our movement of creating a world

where bees, people and nature thrive in harmony.

We are on track

for digital sales to be 50% of the

total business at accretive margins

by 2025 as we forecast”

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ANNUAL REPORT

COMVITA.CO.NZ

2021

CHAIR + CEO

Our 2030 Harmony plan is part of our aim to be
recognised by all stakeholders as a business that

thinks way beyond pure shareholder value. I also

believe that we can learn a lot from indigenous

people around the world and that specifically

Māori and Pasifika can teach us a lot about how we

care for our place, our whānau and our community.

You have just released your carbon

footprint for the first time – how do these

actions benefit all Comvita stakeholders?

DAVID: Last year, we set out our plan to be carbon

neutral by 2025 and carbon positive by 2030. I

believe the movement to reduce and/or offset

greenhouse gas emissions is one that is going to

rise in importance over the next five years, and we

aim to make sure that we are a leader in this field.

We’re making great progress here. We’ve planted

another 2 million trees this year, and our 2030

Harmony plan sets out our broader organisational

goals. We will also start our B Corp registration

process in FY22. B Corp is the leading global

standard for organisations setting the highest

standards. In the process of doing the right thing

by registering for B Corp, we will also be able

to attract new investment from organisations

looking to invest in sustainable enterprises.

PEOPLE/LEADERSHIP CHANGES

Your leadership team is virtually all new in

the last 18 months. New blood can be a very

good thing, but where’s the institutional

knowledge and the accompanying IP?

How are you ensuring you have the right

industry and brand knowledge going

forward?

BRETT: This is a challenge for any organisation that

has identified the need to change: how to keep the

good parts while introducing some much-needed

new inputs. Fortunately, we have depth within the

organisation of over 500 people globally, and we

continue to invest in secure operating systems that

supersede reliance on individuals’ recollection of

historical events. As mentioned before, we have

not rushed in to change the Board composition

too quickly while we bed in the new management

team. As a Board, we’ve also reached out to seek

support and guidance from our co-founder Alan

Bougen here in New Zealand and our largest

shareholder and founder of Comvita’s business in

China, Mr Zhu Guangping. Finally, we take direction

and are anchored by the company purpose, values

and long-term goals.

DAVID: Despite the significant transformation

that we have undertaken, our average tenure has

marginally decreased from 5.44 years to 5.26 years.

We have been able to retain great knowledge

and skills within the business that we regularly

lean on to learn lessons from the past and have

supplemented these skills with new thinking from

around the world. Our apiary team have massive

global knowledge that will ensure our core product

and practices continue to improve. We are also very

fortunate to have significant knowledge with Alan

and Brett who are always happy to support when

guidance is needed. Finally, we have a working test

and learn philosophy that ensures we are testing

anything new in a controlled environment. The new

leadership team are, in many cases, new to honey,

but they’ve all been active in either primary goods

or global consumerism – or both – throughout their

careers and therefore bring extremely relevant

broad leadership skills.

You’ve said you want Comvita to be

New Zealand’s best employer and

for the whole team to be shareholders.

When do you expect this to happen?

DAVID: There is a lot of work to be done to

become New Zealand’s best employer, but we are

absolutely committed to this journey. It will take

some time to really turn this goal into reality, but

it’s definitely the aim by 2025 at the latest. We

have made some good progress recently with

us being a living wage employer and a gender

pay parity employer and recently kicking off our

apprentice scheme to encourage people to learn

the art of beekeeping (this scheme targets 75%

being women, Māori or Pasifika). We surpassed

our goal for 40% of senior leaders to be female,

finishing the year at 50%. In addition, we aim

to continually enhance our health and safety

practices to make health and safety a key part

of our value proposition. Finally, we believe that

the best interests of all shareholders are served

if our team are shareholders, and we are working

on plans to deliver this desired outcome.

STOCK PERFORMANCE AND DIVIDEND

Comvita stock has historically been

categorised as agri/primary industry

from an earnings multiple point of view.

Would you like to see a revaluation towards

premium FMCG/CPG at some point?

BRETT: There have been two main reasons for how

we have been historically valued. On the demand

side, our month-to-month, quarter-to-quarter

and half-to-half sales have been volatile and very

difficult to forecast, due largely to an over-reliance

on a few large global retail customers. On the

supply side, we were vulnerable to the vagaries of

weather and honey harvest conditions, which had a

significant impact on our cost of goods and hence

net operating earnings. An overexposure to large

retail customers coupled with harvest uncertainties

are typical of primary industry companies from

New Zealand. Hence, this has been reflected in

how we were rated by business analysts. That’s

why we have worked to bring about much greater

stability on both fronts. You will have already seen

that our sales and earnings guidance has been

much more stable and reliable than in the past.

Provided we continue to deliver to guidance in this

more reliable way and remain focused on growing

consumer demand for our premium value brand,

I believe we will be re-rated accordingly.

DAVID: The vast majority of our cash flows are

generated in our markets by discerning consumers

who have made Comvita their brand of choice.

Our new model very firmly sets us up as a premium

FMCG or luxury good, and I fully expect that, as

we deliver performance and prove our ability to

deliver our 60:15:20 model (which is more aligned

to premium consumer goods), we expect to see

some reassessment over time. Our focus, however,

remains on ensuring we have the right products

in the right markets in the right channels and

systematically deepening our relationships with

consumers. Our new harvest model systematically

reduces risks associated with harvests/primary

industries, and this change should also enable more

focus from investors on consumers and markets.

Comvita shareholders will be pleased to

see a resumption of dividend payments.

What is the company’s dividend policy

going forward?

BRETT: This year’s dividend of four cents per

share represents 30% of net operating earnings.

This was set by the Board after assessing the

cash needs of the business for the next 12 months

and taking into consideration a residual level of

uncertainty in the markets.

We are currently in the process of building long-

term resilience and growth, which is why we believe

the best use of cash at present is to prioritise

value-accretive growth-based initiatives. However,

my clear message to shareholders is it’s not our

policy to accumulate large reserves of cash, and

within the bounds of good capital management

and fiscal responsibility, we aim to maintain an

annual dividend payment.

LOOKING AHEAD

In terms of guidance, you are forecasting

an EBITDA range of $27–30M for FY22,

double-digit earnings growth next year,

but very strong EPS growth.

DAVID: FY22 is going to be another important

year as we continue to invest in our brand and our

team in order to deliver sustainable returns for all

stakeholders. We know that we have to deliver

again in FY22 in order to build real trust and belief

and are absolutely focused on delivering our plan.

We also continue to put in place foundations that

will enable us to deliver our 2025 plan and, most

importantly, deliver long-term profitable growth

at Comvita. We are on a journey to extend our

global leadership, invest in telling our incredible

brand story and have a business model capable

of delivering 20% EBITDA by 2025.

So a year from now, what will be the key

elements that will show that you are on

track to deliver your 2025 plan?

BRETT: David and the team have shown that

continuous focus on business fundamentals drives

improvements in operating performance. Our

increasing investment in brand as well as in-market

delivery capability is also expected to build sales

growth momentum in our target growth markets

and channels. So a steady improvement in both top

and bottom-line growth is what we can anticipate

in FY22, building the bridge towards our 2025 plan.

DAVID: 2022 will be a year of more of the same

focus that served us well in FY21. We will look to

deliver double-digit top and bottom-line growth

in China and North America. We will also continue

our focus on growing Mānuka and Propolis, and we

expect digital channels to represent around 38% of

our revenue. Our brand investment model should

bring us closer to our 60:15:20 model, and as we

continue our focus on cash, we will look to reduce

underlying inventory and reduce our SKU count by

a further 20%.

BRETT HEWLETT — CHAIR

DAVID BANFIELD — CEO

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ANNUAL REPORT

COMVITA.CO.NZ

2021

CHAIR + CEO

CHIEF FINANCIAL OFFICER REVIEW
For the first time in a number of

reporting periods, Comvita does

not have any significant non-

operating items to disclose to

the investment community. It is

pleasing that no additional non-

operating costs were incurred

during the period other than costs

directly related to transforming

the business. The company has

completed its review of its non-

performing assets, and we have

made significant changes to simplify

and improve our business model.


Year

OUR

IN

REVIEW

Since starting with Comvita in September 2020, it’s

evident that Comvita is on a transformational journey

to sustainable profitable growth and that FY21 is the

first year of delivery. Despite Covid-19 interruptions

still impacting some parts of the business, the

company has delivered an EBITDA of $25.5M at

the top end of guidance and a net profit after tax

of $9.5M. This is a significant turnaround from the

net loss after tax of $9.7M in the prior period.

The transformation that the company has made

throughout the last 12–18 months to enable us

to deliver this result in FY21 is one that we have

embedded into the business, and therefore we

believe it to be sustainable and provide a solid base

for the company to continue to grow our profitability

into the future towards our stated objective of in

excess of $50.0M EBITDA by FY25, representing

a target of 20% EBITDA to sales.

Following the $50.0M capital raising undertaken

in June 2020, the company has continued to

generate strong positive operating cash flows

and, as noted below, further reduced our net debt

position by year end. This sets up the company well

to enable future investment and growth.

2020 — 21

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ANNUAL REPORT

COMVITA.CO.NZ

2021

YEAR IN REVIEW

INVENTORY
Inventory on hand has reduced by $11.7M from

the prior year to $101M. This movement has been

driven by a decrease in raw materials of $16.6M,

offset by an increase in finished goods of $4.7M.

The company has decreased its honey purchases

from third parties in the current year, reducing

raw materials on hand. We have also sold excess

holdings of non-Mānuka honey as bulk sales

throughout the year. These non-Mānuka bulk

sales are margin dilutive and will be decreased

over time as an additional benefit of our 2020

harvest strategy. Finished goods inventory holdings

in markets have been increased to ensure supply is

not impacted by current Covid-19 and congestion-

related port and shipping delays.

TRADE RECEIVABLES

At $23.5M, trade receivables increased by $5.8M

on FY20 – primarily in the China market and due to

the very successful 6/18 promotion. Sales were 31%

above last year.

TOTAL NET DEBT

Total net debt at year end including term debt

facilities less cash on hand was $4.6M. This

decrease of $10.9M over the FY20 balance of

$15.5M is attributable to positive operating

cash flow.

Current term debt facilities expire on 1 July 2022.

A review of our banking facilities will be undertaken

in the first half of FY22 with appropriate facilities

maintained and extended.

Comvita has complied with all banking covenants

during the period.

TRADE AND OTHER PAYABLES

Trade and other payables decreased by $3.8M to

$18.9M, primarily due to reduced honey purchases

resulting in lower trade creditors.

OPERATING CASH FLOWS

We generated a positive operating cashflow

this year of $24.8M, consistent with EBITDA of

$25.5M. The FY20 operating cash flow of $39.3M

was largely the result of positive working capital

movements due to very high FY19 trade debtors

and inventory balances.

FINANCIAL PERFORMANCE

Reported revenue for the period declined 2.1% to $192M, due to unfavourable

year-on-year currency movements. On a constant currency basis, revenue

increased by 1.5%, notwithstanding challenges in the ANZ and EMEA markets.

As previously indicated, bulk honey sales dilute margin, which is why we are

targeting to reduce these to a maximum of $5.0M annually (related to our

medihoney sales). Total FY21 bulk honey sales were $11.0M (compared with

$15.3M in FY20), so we are making progress in this direction. Also, reducing

our SKUs by 30% was estimated to have a $1.65M impact on our FY21 sales.

If we were to adjust our constant currency sales in both years for the impact

of excess bulk honey sales and the reduced SKUs impact, our year-on-year

revenue would have increased by 5.4%.

Our significant improvement in gross profit percentage of 730 bps is

attributable to several factors. There has been strong performance in our

growth markets – Greater China and North America – which more than offset

the Covid-related headwinds in the ANZ market. Digital sales have increased

by 17% vs the prior year to 34% of total sales, which has also contributed

to the increase in the gross profit percentage as these sales are margin

accretive. Productivity gains in the manufacturing process have also impacted

positively on our gross profit. These positive factors were partially offset by

the weather-related poor harvest in our apiary operation. However, it still

achieved a breakeven position this year, reinforcing our new harvest model

and also significantly de-risking Comvita.

The gross profit improvement has enabled us to significantly increase our

marketing investment in the current year to $24.2M or 12.6% of revenue, which

is 56% above last year’s investment. Our selling, distribution, administration

and other operating expenses decreased by $6.0 m to 36.6% of sales, down

from 38.9% last year.

Transformation expenditure of $1.2M is included within the current year spend.

EBITDA

Earnings before interest, tax depreciation and amortisation (EBITDA)

at $25.5M increased 511% on the previous year. This includes the

transformational spend of $1.2M. The result itself illustrates the focus

on transforming the business to profitable growth.

In millions of

New Zealand dollars

30 June

2021

30 June

2020

Profit before tax13.4(10.3)

Add back: net finance cost2.04.1

EBIT15.4(6.2)

Add back: depreciation and amortisation10.110.4

EBITDA25.54.2

The net financing cost has reduced by $2.1M due to a reduction in net debt

following the successful capital raising at the end of FY20 and a year of

profitable growth driving operating cash flow.

FOREIGN EXCHANGE

A foreign exchange gain of $2.2M has partially offset the negative impact of

foreign currency movements on revenue. Management of foreign exchange

risk is important to smooth volatility of earnings in foreign currencies. This is

particularly relevant for our growth markets where we have exposure to the

United States dollar and Chinese yuan renminbi. We are active in managing

these risks to a prescribed Board-approved treasury policy.

SHARE OF PROFIT FROM EQUITY

ACCOUNTED INVESTEES

Total share of profit for FY21 was $1.0M, with

$0.6M from Gan Supply Limited and $0.2M from

both Apiter S.A. and Makino Station Limited.

This compares to a loss last year of $0.2M.

EARNINGS PER SHARE

Earnings per share (EPS) for FY21 was 13.61c.

Diluted EPS was 13.59c

DIVIDEND

With the return to sustainable profitable growth,

the Board has approved a fully imputed final

dividend of four cents per share.

FINANCIAL POSITION

Property, plant and equipment and Leased Assets

Property, plant and equipment at $63M

increased by $6.5M in the current year. This

increase comprised $11.2M of additions, offset

by $4.4M depreciation. The additions largely

consisted of three significant capital projects:

$3.8M investment in Mānuka forests; $2.2M in

the Auckland Wellness Lab and virtual store; and

$2.3M in manufacturing process improvements.

Leased assets increased by $1.6M, with

additions and modifications totalling $6.4M,

offset by depreciation of $4.5M. The two largest

additions relate to long-term agreements

with landowners, which form part of our

Mānuka forest developments.

GOODWILL

The goodwill balance of $27.6M is largely

made up of $25.8M related to Greater China

and $1.8M to apiaries, with no change in the

current year except for a small foreign exchange

movement. The annual impairment testing did

not highlight any impairment risk and is consistent

with the profitable performance of the Greater

China segment.

INVESTMENTS

Makino Station Limited is performing well and

on track to receive its first meaningful Mānuka

forest harvest in FY22. Apiter S.A. investment

is facing short-term Covid-19 impacts, but its

long-term strategy and return to profitability

remains sound. Putake Group Holdings Limited

was divested in June 2021 with no financial impact

in the current year. The Gan Supply relationship

is changing from a joint venture to a long-term

supply agreement arrangement. A dividend of

$363,000 was received from Gan Supply in the

current year, and all shareholder loans were repaid

following a successful FY20 honey crop. The joint

venture will be wound up by February 2022 with

full recovery of our investment expected.

NIGEL GREENWOOD — CFO

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ANNUAL REPORT

COMVITA.CO.NZ

2021

YEAR IN REVIEW

Markets
+31%

CHINA GROWTH IN

LOCAL CURRENCY

DIGITAL CHANNEL

GROWTH

+17%

+511%

EBITDA IMPROVEMENT

FOR THE GROUP

A FOCUS ON OUR

SECTOR

—— —— Our focus growth markets showed

strong top and bottom-line growth

with record sales in China and Comvita

becoming the fastest-growing Mānuka

brand in North America.


The Comvita Mānuka

honey taste very nice.

It’s essential in our

daily life.”

JD Customer,

China

China

We generated record revenue in mainland

China of 337M RMB and an increase of

31% in local currency. Our EDLC model

meant that efficiencies generated in

Hong Kong SAR enabled us to reinvest

in our in-market leadership team.


Comvita Mānuka is

far and away superior

in quality than any

of the other brands

I have tried.”

Amazon Customer,

North America

North America

Strong double-digit growth delivered in

North America with revenue +23% vs FY20

in local currency and net contribution +18%.

For the second successive period, we were

the fastest-growing Mānuka brand.


We have been

buying Comvita

Olive Leaf Extract

for many years and

love the product

and the service.”

Comvita Customer,

Western Australia

Australia and New Zealand

ANZ performance has been materially

impacted by the disruption to the cross-

border and daigou markets this year.

While this created significant headwinds

for the Group, we took this opportunity to

redefine our cross-border model to ensure

that we optimise both returns and brand

investment. This sets us up for a more

holistic model that will enable Group-

wide long-term profitable growth. It was

encouraging that Q4 was +17% vs pcp and

+33% vs Q3.

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ANNUAL REPORT

COMVITA.CO.NZ

2021

F O C U S O N

OUR MARKETS

Market
Our unique model includes positioning teams

in our core markets. Here’s what they achieved

t h i s ye a r.

OVERVIEW

—— —— Our whānau now totals

552, of which 343 are in seven

markets outside New Zealand.

FY21 segment revenue shareFY20 segment revenue share

49%44%

5%

9%

3%

4%

17%

22%

13%

10%

13%

11%

Greater

China

North

America

Rest of

Asia

ANZEMEAOther

–30%+10%+14%

SKU COUNT MĀNUKA REVENUEUMF 10+

FY21 sales by categoryFY20 sales by category

UMF

Honey


Honey

PropolisOliveMedihoneyLozengesOther

61%

9%

4%

5%

8%

6%

7%

66%

6%

4%

4%

7%

7%

6%

CHINA

191

HKSAR

74

KOREA

33

JAPAN

5

EMEA

6

27

ANZ + OLA

209

MARKET

SUPPORT

CENTRE

7

USA

MARKET

TO

N

O

.

32N

O

.

33

ANNUAL REPORT

COMVITA.CO.NZ

2021

AROUND THE WORLD

02. We
reinforced

Comvita market

leadership with

the launch of

our UMF 25+

Mānuka honey.

03. China Team

Hive Gathering in

April 2021.

01. Collaboration

with celebrity Ning

Chang, known for

her healthy and

positive lifestyle

in China.

GREATER CHINA

Reporting Currency BasisFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales93,07686,9456,1317%

Net contribution19,90818,2031,7059%

Net contribution %21%21%0%

MAINLAND CHINA

Reporting Currency BasisFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales73,15157,61015,54127%

Net contribution15,28212,6262,65621%

Net contribution %21%22%(1%)

Local Currency BasisFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales337,150258,33078,82031%

Net contribution70,37756,51413,86325%

Net contribution %21%22%(1%)

China is the world’s biggest honey market, valued

at around 8.3B RMB overall, with fast-growing

adjacent categories as well. Therefore, it’s

strategically imperative we continue to win here.

We successfully integrated total sales in China,

including cross-border ecommerce. Greater China

revenue, which includes Mainland China, Hong

Kong SAR, cross-border and ecommerce, grew by

7.1%. We achieved a 9% net contribution growth

through implementing cost efficiencies during

the Covid-19 pandemic. Having a new leadership

team onboard from this fiscal year revealed huge

opportunities for simplification. In addition, we

significantly increased investment in our brand

to reinforce our market leadership in honey

through various branding campaigns and the

leading brand spokesperson Ning Chang.

Brand investment increased by $5.65M in

this period. This is the start of our brand

transformation in China as we look to be

recognised as a true lifestyle brand. Additional

activity to build the brand equity in the China

market is under way, and this will enable Comvita

to achieve sustainable growth in coming years.

Looking at the Mainland China market alone,

growth was even faster (+31%), supporting

our 2025 strategic plan.

C H I N A

——

We are looking to extend our market leadership in Mainland

China and are forecasting strong double-digit top and bottom-

line growth in FY22.

LOOKING FORWARD ————

GROW T.A.MBUILD CAPABILITY

CHN

ReachConvertEngage

China digital performance

FY20 vs FY21 % difference

New customer

acquisition (email

sign-up)

+58.2%

Sessions

N/A

Revenue41%

Total customers

purchased

10%

ATV

26.5%

Conversions

-76 bps

N

O

.

34N

O

.

35

ANNUAL REPORT

2021

AROUND THE WORLD

02.
Partnering

with

Gwyneth

Paltrow’s

wellness

platform

goop to

drive brand

awareness.

Reporting Currency BasisFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales24,73522,1372,59812%

Net contribution4,7334,3803538%

Net contribution %19%20%(1%)

Local Currency BasisFull Year

USD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales17,24714,0193,22823%

Net contribution3,2372,74449318%

Net contribution %19%20%(1%)

FY21 was another double-digit growth year for

Comvita North America, with 23% growth in

revenues and 18% growth in net contribution

in local currency.

This year-on-year growth includes a comparison

with our March-June FY20 Covid-related pantry

loading activity.

Our digital focus and investment in digital

marketing allowed us to capitalise on the change

in consumer purchasing behaviour experienced

during FY21, accelerated by Covid-19. Comvita.

com metrics demonstrate how successfully we

are growing our brand, with users increasing

by 31% and transactions increasing by 25%.

Our November Black Friday campaign saw a

62% increase in revenue, with a 77% increase

in number of transactions and a 22% increase

in our ecommerce conversion rate.

From an earned media perspective, we were able

to garner 1,254 million impressions, up from 722

million in FY20. Highlights included coverage from

Forbes.com, which showcased our commitment to

working with independent beekeepers across the

US to save 5 million bees.

The last 52-week sell-out data demonstrates that

we are the fastest-growing brand in the Mānuka

honey category, excluding brands with a low sales

base (less than NZ$50K).

NORTH AMERICA

——

LOOKING FORWARD ————

Our key focus is on delivering a more balanced distribution model

with continued digital growth, wholesale/retail expansion and

refining our customer experience. With the North America consumer

prioritising health and wellness, our marketing plan is focused on

educating the market on the superior quality and unique attributes

of Comvita and continuing to cultivate our loyal brand following.

BALANCED DISTRIBUTIONLONG-TERM GROWTH

USA

01. Launching our gift

box set to promote

our partnership with

Saving the Wild, with

100% of proceeds

from net profits being

donated back to

Saving the Wild.

03. Celebrating

World Bee Day

with our bee

rescue campaign.

ReachConvertEngage

USA digital performance

FY20 vs FY21 % difference

New customer

acquisition (email

sign-up)

+51.1%

Sessions

20.4%

Revenue

28.2%

Total customers

purchased

28.3%

Total transactions

25.0%

ATV

-7.6%

Conversions

+9 bps

N

O

.

36N

O

.

37

ANNUAL REPORT

COMVITA.CO.NZ

2021

AROUND THE WORLD

ReachConvertEngage
ReachConvertEngage

LOOKING FORWARD ————

Our focus for FY22 is on growing our domestic and digital businesses

along with improving our Asian health business. A greater connection

between our China and ANZ Asian health businesses is vital to enable

us to amplify our brand capability and proposition. In addition,

our stronger focus on the domestic part of the business provides

opportunities for growth in key channels (grocery and digital).

PROFITABLE GROWTHBALANCED DISTRIBUTION

A U S ftft N Z L

Reported CurrencyFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales32,44444,069(11,625)(26%)

Net contribution10,21813,943(3,725)(27%)

Net contribution %31%32%0%

Constant CurrencyFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales32,11044,069(11,959)(27%)

Net contribution10,13213,943(3,811)(27%)

Net contribution %32%32%0%

The year was another challenging one for the

ANZ team with multiple lockdowns affecting both

domestic markets and border closures affecting

tourism revenue. Exports through daigou channels

were significantly impacted with students (a key

participant in the daigou channel) unable to travel.

Total revenue finished the year at $32.4M, down

by $11.6M, and contribution of $10.2M down by

$3.7M. This reflects the lower sales impacting

on contribution. However, it was partially offset

by cost reductions and improved gross profit

percentage. We also celebrated the opening of

our Wellness Lab in Auckland and the launch

of our virtual store, enabling us to tell our unique

Comvita story in a compelling way.

We currently have a narrow distribution model in

ANZ and are looking to move towards a balanced

model in FY22.

Despite this challenging environment and

disappointing results, we see positive signs

of a return to growth, with Q4 growing 17%

vs pcp and +33% vs the previous quarter. Our

focus remains on winning at home, and as such,

we are encouraged by recent distribution gains

in grocery in both Australia and New Zealand.

AUSTRALIA +

NEW ZEALAND

——

01. + 02. Our world-class

experiential space – the

Comvita Wellness Lab

in Auckland.

03.

Launching

our new

3D virtual

store.

Australia digital performance

FY20 vs FY21 % difference

New Zealand digital performance

FY20 vs FY21 % difference

New customer

acquisition (email

sign-up)

+23.9%

Sessions

-8.6%

Revenue

-6%

Total customers

purchased

-18.1%

Total transactions

-12%

ATV

5.3%

Conversions

-2 bps

New customer

acquisition (email

sign-up)

+25.8%

Sessions

-59.6%

Revenue

-18%

Total customers

purchased

-32.8%

Total transactions

-28.8%

ATV

7.2%

Conversions

+26 bps

N

O

.

38N

O

.

39

ANNUAL REPORT

COMVITA.CO.NZ

2021

AROUND THE WORLD

ReachConvertEngage
ReachConvertEngage

LOOKING FORWARD ————

Reported Currency BasisFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales5,0606,917(1,857)(27%)

Net contribution35(547)582106%

Net contribution %1%(8%)9%

Local Currency BasisFull Year

GBP 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales2,6133,464(851)(25%)

Net contribution15(305)320105%

Net contribution %1%(9%)9%

Despite Brexit difficulties, we were able to deliver

a breakeven performance in FY21. The context is

important because Brexit issues meant we were

unable to export any product to Europe in the

six months from 1 January to 30 June 2021.

Our digital sales increased to 39% of total sales

in FY21, again proving the opportunity to deliver

incremental revenue through this channel.

EMEA

——

We will focus on delivering self-funding profitable growth across

the whole region and move to a balanced distribution model.

PROFITABLE GROWTHBALANCED DISTRIBUTION

EMEA

Reported Currency BasisFull Year

NZD 000s

This Year

June 2021

Last Year

June 2020

vs

Last Year

vs

Last Year %

Sales25,34620,5334,81323%

Net contribution6,3674,1962,17152%

Net contribution %25%20%5%

In Korea, Japan and Southeast Asia, we delivered

significant growth in FY22, with 23% revenue

growth and 52% net contribution growth in

reported currency.

We attribute this to our new strategic focus of

building a business on Mānuka and Propolis and

generating operating leverage. We recorded 25%

digital growth across the total segment compared

with the prior year, with the highest growth in

the region of +156% in Southeast Asia, thanks

to our transformed business model (country

channel category focus). Channel efficiency

and product performance both improved, paving

the way for sustainable growth into emerging

markets. Alongside continuing sales growth,

our relentless cost-down efforts extended to

all markets, enabling net contribution to double.

Our simplification and focus philosophy was

once again shown to be well founded.

REST OF ASIA

——

We see further opportunity to take an omni-channel approach

to reaching our consumers in this region, with a strong emphasis

on digital. Consumers have never been easier to reach in these

markets, and Comvita is well poised to connect directly with them

through telling our brand story through our digital platforms.

LOOKING FORWARD

GROW T.A.MDIGITISATION

LOOKING FORWARD ————

ROA

Korea digital performance

FY20 vs FY21 % difference

EMEA digital performance

FY20 vs FY21 % difference

New customer

acquisition (email

sign-up)

+9.8%

Sessions

5.1%

Revenue

26%

Total customers

purchased

28%

Total transactions

20.9%

ATV

-0.7%

Conversions

+42 bps

New customer

acquisition (email

sign-up)

+39.7%

Sessions

17.4%

Revenue

24%

Total customers

purchased

19.1%

Total transactions

20.4%

ATV

-0.3%

Conversions

+14 bps

N

O

.

40N

O

.

41

ANNUAL REPORT

COMVITA.CO.NZ

2021

AROUND THE WORLD

Digital share of total revenue increased from
24% to 34%

In FY21, we took the first steps to building

consumer intimacy through our global D2C

business. The focus has been on customer

acquisition as we continue to build a one-

to-one relationship with consumers. Direct

consumer communication continues to be the

most effective form of marketing, with 34%

of all D2C sales resulting from our consumer

relationship marketing. As we acquire new

users, it allows us to deepen relationships

to gain better insights to their needs and

purchase behaviours, increasing the likelihood

of purchase and ultimately loyalty over time.

We achieved significant growth, with total digital

sales growing 17% or $9.5M at accretive margins.

This growth was driven by our focus markets

China (up 41%) and USA (up 37%). Digital sales

now account for 57% of sales in China (vs 53%

in pcp) and 36% in North America (vs 30% in pcp).

Growth in China continued to be strong despite

having a market-leading presence in the market.

This growth was aided by winning in our key

selling seasons, including 6/18 in which we were

the number one selling honey brand and being

the number six selling healthy food brand on

Tmall – an outstanding performance.

Comvita-owned digital also saw considerable

growth, with a 46% increase year on year,

transactions up 10%, registrations up 25% and

average cart value up 5.3%. North America was key

to this growth, with registrations to our database

up 51.1%. Our digital performance in Australia and

New Zealand was disappointing, with New Zealand

declining 5.8% and Australia 12% vs pcp. Despite

this, consumer registrations were up 12% year on

year, providing a foundation for future growth.

+41%

MAINLAND CHINA

eCOMMERCE

DIGITAL

TRANSFORMATION

——

+17%

TOTAL eCOMMERCE

GROWTH

NORTH AMERICA

DIGITAL SHARE:

36%

of US revenue through

eCommerce

CHINA

DIGITAL SHARE:

57%

of China revenue

through eCommerce

NORTH AMERICA

DIGITAL GROWTH:

37%

US eCommerce

revenue YOY

CHINA

DIGITAL GROWTH:

41%

China eCommerce

revenue YOY

Looking ahead into FY22, we will be implementing phase 1 of

our global digital growth plan for world-class digital engagement.

This will involve consolidation of our major direct to consumer

platforms, best-practice performance marketing technology

and refreshed global content programmes.

The business will move to enhance consumer intimacy delivering

real-time marketing optimisation, behavioural insight and

innovation – a significant step forward in our consumer journey.

# NEW USERS#ATV

LOOKING FORWARD ————

CHN

N

O

.

42N

O

.

43

ANNUAL REPORT

COMVITA.CO.NZ

2021

DIGITAL STRATEGY

Kaitiakitanga (guardianship) has been integral
to Comvita’s thinking since our inception. As

guardians of Mānuka, we nourish the land, care

for the environment and tend to our forests –

working in harmony with bees to harvest the

most pure and potent Mānuka honey.

The Mānuka tree, Mānuka honey and other

nutrients from the hive hold incomparable power

to protect and heal. We feel it is our responsibility

to nurture these gifts for the benefit of all.

We take our environmental, social and governance

responsibilities seriously. We advocate for a future

where people, bees and nature thrive in harmony.

Kaitiakitanga underpins all parts of our business

and our decision making. It influences:

• the quality and efficacy of our products

• the health, safety and wellbeing of our people

– embracing diversity and offering equal

opportunities for all in our workplace

• our commitment to positive outcomes for

humanity and nature, with programmes

spanning from Aotearoa to Africa

• the way we do business – protecting and healing

the environment for future generations and

confirming our intention to be certified carbon

neutral by 2025 and carbon positive by 2030.

At Comvita:

• our hero is the bee

• the taonga is Mānuka

• we are passionate about sharing our findings

• we aim to leave our hive, and the world, in a

better place.

SUPPORTING NATURE IN NEED

We want to do our part to help rebuild and protect

precious flora and fauna in Aotearoa New Zealand.

We were excited to discover kiwi at Comvita’s

Makino Station property in the Ruapehu region and

have been inspired to do what we can to protect

these vulnerable birds and hopefully help them to

safely restablish in greater numbers.

This includes partnering with The Kiwi Trust to

develop a kiwi protection programme at Makino.

We are hoping to increase the number of breeding

pairs and ultimately support population growth in

line with the national initiative in New Zealand to

boost our kiwi numbers by 2% every year.

Work began with a baseline population survey,

which identified more than 22 kiwi across the 1,671

hectare station. Our next step is to protect and

enhance the natural habitat of these special birds

through the roll-out of a predator control plan,

enabling kiwi to flourish for generations to come.

Additional research programmes are under

way at Makino to identify terrestrial and

aquatic biodiversity.

Joanna Wang,

Senior Experience

Ambassador

Bees & People

A WORLD WHERE

THRIVE IN HARMONY

22+

OUR MAKINO KIWI

POPULATION

N

O

.

44N

O

.

45

ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

LEADERSHIPIMPACT
LOOKING FORWARD ————

Our purpose is to work in harmony with bees

and nature in New Zealand to heal and protect

the world.

It is well known that bee populations are

under threat globally. Loss of habitat due to

urbanisation, climate change, industrial agriculture

and monoculture, parasites, pathogens and

pesticides have all contributed to a heavy decline

in the world’s pollinators. Bee populations now

depend on human intervention for their survival.

Our mission is to help restore and strengthen the

delicate interdependence and balance between

humans and nature whilst generating positive

social outcomes in our global communities.

To deliver on our aspiration, we have established

a new set of parameters that we hold ourselves

accountable to and that form the basis for how

we measure success. Our Comvita Harmony plan

is forged from a determination to leave the world

in a better place.

We have set aspirational targets for 2030 based

on three key principles:

1. Treading lightly: Forging a new leadership

path in sustainability and circularity

(net positive by 2030).

2. Embracing the science of nature: Comvita’s

whakapapa (our lineage and identity from the

beginning) is sharing the power of nature and

the hive. We seek to do business in a way which

honors both ancient wisdom and our scientific

learnings, whilst showing respect and care

for our heritage and our place and restoring

balance in nature.

3. Strengthening our global hive:

• Protecting bees since 1974 and supporting

native forest regeneration in New Zealand.

• Aspiring to be best employer nationally

and abroad, with safety and wellbeing at

the centre and progressive reinvestment in

our people.

• Investing 1% of EBITDA in community

partnerships and initiatives to support

better social outcomes.

We believe in and stand for the seemingly

impossible – a world where bees and

people thrive together in harmony.”

DAVID BANFIELD,

CHIEF EXECUTIVE

Biodiversity

research in support

of whio (blue duck)

and kiwi protection

projects

Industry leadership:

introduction of a

bee welfare code

Materiality

Assessment with

key stakeholders

OUR HARMONY PLAN

——

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THRIVING IN

HARMONY

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.

46N

O

.

47

ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

26
GLOBAL

ETHNICITIES

REPRESENTED IN

OUR WORLDWIDE

TEAM

100%

LIVING WAGES

MET FOR

NZ-BASED

EMPLOYEES

FY21 TARGET 100%

100%

EQUAL PAY

FOR EQUAL 

WORK GLOBALLY

2

FY21 TARGET 100%

50%

OF EXECUTIVES

REPORTING TO THE

CEO GLOBALLY ARE

WOMEN

FY21 TARGET 40%

55%

OF NZ VOCATIONAL

DEVELOPMENT

SUPPORTED

WOMEN, MĀORI AND

PASIFIKA

FY21 TARGET 75%

5+YRS

COMVITA AVERAGE

SERVICE GLOBALLY

40+%

OF NZ-BASED WHĀNAU

ARE CURRENTLY

SHAREHOLDERS

71%

FEMALE

552

FULL TIME

EQUIVALENT ROLES

IN OUR GLOBAL

WHĀNAU

1

9%

VOLUNTARY LABOUR

TURNOVER

(VS. 11% PCP),

EXCLUDING 12 ROLES

RESTRUCTURED

60%

OF ROLES

ARE CUSTOMER

FACING

A CAPABILITY-LED CHAPTER

Ensuring that we attract, retain and develop the right organisational

capability and talent will be a core requirement for our next chapter to 2025

as we target digitally enabled productivity gains, intimate connection with

our loyal consumers around the world and improved responsiveness in a

Covid (and hopefully post-Covid) world.

In FY21, we laid the foundations for our three-part transformation plan –

filling more than 80 positions worldwide with a third of those appointments

being internal. 100% of senior sales and supply chain hires have brought

international FMCG experience to their roles. Voluntary labour turnover

declined globally year on year to 9% (from 11%).

The drive for focus and performance across the business has supported an

improvement in speed to act as well as clarity for the team for our 2025 goals.

FY21 also saw the continuation of our fully flexible mode of working, with

many Comvita whānau electing to working from home on a regular basis,

role permitting.

Together, these factors have accelerated our sense of momentum and driven

internal change. While change at pace can be difficult, we are working hard

to increase engagement and open dialogue globally. We are establishing

our eNPS baseline in FY22 through a global employee survey to support

our aspiration to be best employer by 2025.

OUR PEOPLE

——

1. FTE calculation excludes

contractors

2. Equal pay for like-for-like roles

applies regardless of gender,

race or any other diversity

definition

Frances (Frankie) Huia,

Apprentice Beekeeper

N

O

.

48N

O

.

49

ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

OHORERE BENNETT,
PRODUCTION SUPERVISOR,

11 YEARS WITH COMVITA

“My year has been exciting. We’ve been very

focused on improvements in production, and I love

all of the changes. Soon we’re going to remove

walls, move people around, the whole layout in

production will change to create more efficiency in

output. Half of us have been here for over 7 years,

so this will mean a freshen up for all of us. With the

changes, we get to redecorate and we’ve all agreed

on the biggest quote for our wall: “Production,

where the magic happens!”

You have been with Comvita for a long

time. What brought you here?

SONYA: I joined Comvita after 13 years in kiwifruit,

I wanted a job indoors so I could pay my mortgage.

I didn’t realise it would turn into the long relationship

it has! With my respect for Alan and passion for

the work we were doing came ownership – I really

wanted to do a good job. I started with Comvita

in the original factory across the road, putting top

seals on lids by hand. Back then, filling 5,000 pots

was an exceptional day. Of course, these days we

can fill more than three times that amount in just

one production room.

What different roles have you held so far?

SONYA: When we outgrew the old factory,

we moved to our current site. The walls were

pretty stark, and it took some getting used to.

I remember once we were making a premium

Propolis honey for Japan. I was upset the labels

weren’t on properly and made my feelings known.

Shortly afterwards, I was moved to the label room.

At first, I thought I was being punished for having

strong opinions, but someone told me it was my

eye for detail that made me a perfect fit for the

role! From there, I moved into the warehouse

picking orders and was promoted to Warehouse

Manager – a role I held for four years before

moving into Purchasing. In all of my roles, I feel

like I help people too, even just by making them

smile and laugh.

How would you describe your current

connection to Comvita?

SONYA: We are making some great changes –

some of them I have been harping on about for

ages. When Tracy Brown, our new Chief Operating

Officer, shares her common-sense approach,

I sometimes think “Hallelujah!” I am excited for

the future and want to see Comvita be successful.

The business must make a profit or there’s no

point. But it has been a big year of change and

hard seeing some of my workmates leave this

place. Sure, there are days when I feel snowed

under or frustrated, but I am still full of ideas and

enthusiastic about my job. My heart’s still here.

I love this place, and I feel like I belong here.

How can Comvita become a best employer?

SONYA: It’s the little things – and the big things.

I liked it when we repaid the wage subsidy [related

to Covid]. To me, that showed huge integrity.

Same thing when Comvita announced it would be

providing life and trauma cover for its permanent

employees. That also meant a lot. Not everyone

can afford that you know. It shows the company

is determined to do the right things for its people

as well as make the tough calls.

“With my respect for Alan

and passion for the work we

were doing came ownership

– I really wanted to do a

good job.”

AN INTERVIEW

We needed to change, but it

hasn’t been easy”

TALKING TO SONYA

LOOKING FORWARD ————

DIVERSITYBEST EMPLOYER

Aspiring for

a global eNPS

score of +7

(vs. current at 0)

Reinvesting

in our employee

experience and

Value Proposition

All Comvita

Whānau as

shareholders

SONYA ALDRIDGE,

24 YEARS WITH COMVITA SINCE 27 FEBRUARY 1997.

CURRENT ROLE: PURCHASING COORDINATOR.

N

O

.

50N

O

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ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

This year, we introduced a new internal
programme “Hive to Home” to connect our

global team with Comvita’s cause, vision,

strategy and values. This included two events

in Paengaroa, where our Support Centre

Team and our 70+ community of beekeepers

physically gathered, as well as in Shenzhen

China to celebrate Comvita’s proud history

and set out the exciting road ahead. Interactive

sessions brought our people together, gave

life to our purpose and helped us forge

a strong connection with consumers.

Cade Maxwell,

18, Apprentice

Beekeeper greets

David Banfield

Mihi Whakatau

welcoming

Beekeepers

on site

13

REGIONAL BEEKEEPING

APPRENTICESHIPS

CREATED ACROSS THE

NORTH ISLAND

600K+

NUMBER OF BEES ABLE TO

BE RESCUED AND REHOMED

THANKS TO PHYSICAL HIVES

WE’VE BUILT AND DONATED

500+

HIVE TO HOME “DAYS”

(WITH MORE THAN 300

PEOPLE PARTICIPATING IN

NEW ZEALAND AND CHINA)

150+

APIARY AND CUSTOMER

EXPERIENCE DAYS (AWAY

FROM NORMAL JOB)

TARGETED ACROSS THE

TEAM IN FY22 TO CONNECT

OUR PEOPLE WITH

END-TO-END

ft —fiĀĒ()flff 2(ff)/ā–-

ft —fiĀĒ()flff 2(ff)/ā–ffi

 Ē (ffĀ(

 

) 

)

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ftĀ

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

  Ē)— Ā(

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 €‚

 -

ƒ€ffi

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­‚‚

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‚  

HIVE TO HOME

CONNECTION

——

COMVITA GROUP

Average length of service – permanent employees, at 30 June 2021

N

O

.

52N

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53

ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS


9%

TRIFR 5.3

1

FY21 TARGET -20%


45%

MVIFR 1.7

2

NEW MEASURE

+171%

NEAR MISS REPORTS

FY21 TARGET +100%


54%

MOTOR VEHICLE

INCIDENTS

FY21 TARGET -20%


24%

REPORTABLE

INJURIES

3,4

FY21 TARGET -20%

7 SAFETY DISCLOSURES

During the year, we escalated seven disclosures

for actual or potential events (we included some

near misses) where high-risk hurdles were met.

This helped bring focus and urgency to address

such events and to share learnings across all teams.

BOW-TIE RISK REVIEWS

Following an independent and external review of

our critical risk safety management procedures,

our continual focus has been on strengthening risk

assessments. This has included the refresh of clear,

non-negotiable controls (particularly in the vehicle

safety space) to ensure risk management is

embedded into our daily work.

We saw the benefits of this through the positive

downward trend of motor vehicle incidents by 54%.

1. TRIFR = total recordable

injury frequency rate per

200,000 hours worked globally

(excludes contracted hours).

2. MVIFR = motor vehicle incident

frequency rate that occurred in

New Zealand per 200,000km

travelled.

3. Recordable injuries include

injuries requiring medical

treatment or lost time

combined.

4. Some labour hour assumptions

made, on expected hours

worked rather than actual

hours worked. Injury

frequency rates have not been

independently verified.

“The Strong Work Programme has really

benefited us this season – it even helped the

guys with the most experience. No one was

complaining with back issues as much this

season, so I see it as a great contribution to

helping us work more safely. We’ve got more to

do to ensure people are constantly reminded

about the correct techniques. That’s our focus

this year – to keep it front of mind so we

practise it every day.”

CRITICAL RISK

SPOTLIGHT –

NEW ZEALAND

APIARY OPERATIONS

+11%

EARLY DETECTION

OF INJURIES

RELATED TO

MANUAL HANDLING


25%

MANUAL HANDLING

INJURIES

REQUIRING MEDICAL

INTERVENTION

STRONG WORK PROGRAMME

Our manual handling prevention

programme was delivered across

all apiary teams, with the intention

of tackling our largest injury category

caused through manual handling

and forceful movements, and led

by employee learning teams honed

in on a definition of ‘strong work’

to reduce physical handling risks

every day.

During the year, there was an

increase in the number of injuries

reported in relation to manual

handling tasks (+11% vs pcp).

However, we also saw a positive

downward shift in the severity of

injuries and injuries requiring medical

intervention (-25% vs pcp). This trend

reflects better early reporting of pain

and discomfort and quick response to

minor niggles.

In FY22, we will provide another layer

of intervention and protection with

the roll-out in Aotearoa of our newly

launched Fit for Life programme,

designed to systematically support

team readiness for the physical

demands of their roles.

The programme includes a physio/

medical assessment and mental

wellbeing check.

TAKING SAFETY AND

WELLBEING TO THE

NEXT LEVEL

SAFER HIVE FORUM

This year, we launched a new safety management platform, moving away

from traditional H&S committee structures.

Designed to build health and safety capability, the Safer Hive Team is in effect

a learning cohort of business representatives. So far, the team have completed

five learning modules and have led risk reviews from various parts of the

organisation. In its foundational year, the Safer Hive platform provides an

exciting platform to build on for FY22.

OUR SAFETY MATURITY INDEX

+0.5 vs PCP

We have focused on progressive improvement in our safety culture through

a bespoke safety culture maturity programme across all our ANZ operational

teams. The framework enables teams to track and own their safety culture

maturity plans, resulting in a +0.5 gain in self-assessed safety maturity.

The top two category improvements were risk awareness and systems.

AWARDING SAFETY INNOVATION

The first Apiary Safety Initiative Award was presented to Carl Humphries,

Operations & Logistics Leader, pictured with CEO David Banfield. Carl’s award

recognised his systematic and collaborative approach and contribution to

lowering risk during large movements of hives.

RELENTLESS FOCUS ON

SAFETY PRIORITIES

——

ROBBIE O’BRIEN

APIARY SUPERVISOR

WHANGANUI

N

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.

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ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

To support our strategy to become carbon
positive by 2030, we have been working in

partnership with thinkstep-anz this year to

develop a comprehensive GHG inventory for

all our New Zealand-based operations. The

review captured Scope 1 and Scope 2 emission

sources within our value chain, as well as an

initial estimate of material Scope 3 emissions

(which are estimated to be more than 90% of

the overall total emissions).

Comvita’s Scope 1 and 2 emissions contribute 5.6%

and 1.2% respectively to our initial GHG inventory.

Despite their relatively small overall impact, they

are important to us, and we continue to focus

on our carbon reduction efforts in these areas

because they come under our direct control

and influence.

Our combined Scope 1 and 2 emissions for FY21

were 1,005 tCO

2

e. By contrast, the Mānuka

forests we have planted and currently manage

sequestered 4,085 tCO

2

e in the same period.

Our data is not yet assured against GHG Protocols

and ISO 14064 standards. However, we are

confident we are on track with our baseline

exercise and that we have a clear carbon positive

stance for Scope 1 and 2 emissions in New Zealand

in FY21.

Comvita’s Mānuka forests sequester carbon

dioxide as they grow. Taking into account all

the Mānuka forests where we have operational

control, we have sequestered more than 4,000

tCO

2

e in FY21 – four times greater than our

Scope 1 and Scope 2 emissions in New Zealand

for the same period.

By the end of this planting season, we will

have planted more than 10 million Mānuka

seedlings since the beginning of our reforestation

programme and generated more than 9,146 tCO

2

e

of carbon removals.

PROUDLY HEADING

TOWARDS CARBON

POSITIVE

——

TRANSPARENCYIMPACT

LOOKING FORWARD ————

Scope 3:

Value chain data

validation and

action planning

Life cycle

Assessment

for core honey

products

Aiming for carbon

positive comvita

team by 2030

NZ Operations

Carbon Emissions

(S1, S2)

1,005 tCO2e

NZ Operations

Carbon Emissions

(S1, S2 Limited S3)

2,146 tCO2e

Comvita

Mānuka Forests

Carbon Removals

- 4,085 tCO2e

NZ Operations

Net Position

(S1, S2)

- 3,080 tCO2e

NZ Operations

Net Position

(S1, S2 Limited S3)

- 1,939 tCO2e

S1 = Scope 1 — S2 = Scope 2 — S3 = Scope 3

N

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ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

FY21 GHG INVENTORY BASELINE AND
ASSESSMENT OF SCOPE 3 IMPACT

We undertook an assessment of our value chain

for our New Zealand operations during FY21 to

assess the relevance of those activities to our

carbon footprint. The review was guided by the

15 Scope 3 categories outlined in the Greenhouse

Gas Protocol – Corporate Value Chain (Scope 3)

Accounting and Reporting Standard.

The initial assessment suggested that most

upstream Scope 3 categories could be relevant.

Accordingly, we collected available activity data,

including spend data, to support calculation and

estimation of emissions for each category. This

will help us to understand the materiality of each

activity and to prioritise improvements in the way

we collect data for future inventories.

As with most Scope 3 inventories, there were

pockets of uncertainty in some of the Scope 3

category data. A large proportion of our Scope 3

activities relate to purchased goods and services

(74%), and these represent the greatest levels of

data uncertainty. Based on this, we have removed

this emission category from this year’s calculation

but intend to reinclude them once our data is

more reliable.

Only those activities for which Comvita has

good-quality data are included in our GHG FY21

inventory and form Comvita’s baseline for the

declared categories.

Our FY21 inventory methodology will form the

basis for future reporting for our New Zealand

operations and act as a base year to ensure

consistency and comparison over time. We

plan on expanding the GHG inventory to our

international operations next year and to

prepare our New Zealand GHG inventory for

data assurance against GHG Protocols and

international standards.

Scope/Category(t CO

2

e)(t CO

2

e)

Scope 1829

Scope 2176

Scope 31,141

C3 Energy and fuel related emissions233

C4 Upstream transport and distribution866

C5 Waste31

C6 Business travel11

Total2,146

tCO

2

e removals by Mānuka Forests-4,085

Net position NZ Operations-1,939

THINKSTEP-ANZ

WWW.THINKSTEP-ANZ.COM

We have partnered with thinkstep-anz on

our sustainability journey, and in FY21, we

have undertaken numerous baseline projects

including sustainability maturity assessment,

strategy alignment with the UN Sustainable

Development Goals and GHG inventory

alignment with GHG Protocols.

All data has been prepared in line with

ISO 14064-1:2018 and the GHG Protocol

standards and guidance.

We acknowledge that our data is not yet externally

validated in full. However, an external data quality

assessment has been completed for our FY21 GHG

inventory data with recommendations on how

we can achieve full assurance against the above

standards. Our intention is that all Comvita GHG

inventory in New Zealand will be fully assured

from FY22.

With a clear baseline in place, we can

now move towards science-based targets

and focused actions in our material

carbon-impacting areas.”

HEATHER JOHNSTON

HEAD OF SAFETY AND SUSTAINABILITY

1. Our GHG emissions inventory has been calculated based on the following standards and guidance:

• ISO 14064-1:2018 Greenhouse gases

• Greenhouse Gas Protocol – A Corporate Accounting and Reporting Standard

• Greenhouse Gas Protocol – Corporate Value Chain (Scope 3) Accounting and Reporting Standard

• Greenhouse Gas Protocol – Scope 2 Guidance

• Greenhouse Gas Protocol – Scope 3 Calculation Guidance

• Ministry for the Environment – Guidance for voluntary greenhouse gas reporting

2. FY21 GHG inventory and net position (Scope 1 and 2 and limited Scope 3)

• Scope 3 categories included within the GHG inventory for categories that are material and

where good-quality data is available:

• C3 – Fuel and energy-related emissions (upstream of Scope 1 and 2)

• C4 – Upstream transport and distribution (freight)

• C5 – Waste

• C6 – Business travel

3. Mānuka forest carbon removals – calculated using emissions factors for indigenous forest from

MPI’s Carbon Look-up Tables for Forestry in the Emissions Trading Scheme.

4. The total amount of CO

2

e stored in Mānuka forest since establishment (excluding Makino).

Solar panels on

our 23 Wilson

Road South

Paengaroa hive.

N

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ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

Our commitment to our purpose continued to drive
our community and partnership engagements

through the year. Key to our efforts was a

partnership with Saving the Wild. In addition,

we have been raising funds for our partner

charities including For the Love of Bees.

This year, we placed 185 hives in the Kimana

Wildlife Corridor in Kenya and began our first

harvest of honey with our partners Saving the

Wild and Big Life Foundation. This partnership

was established to protect the corridor from

encroachment for land use and to protect the

land for the migration of elephants. Beekeeping

treads lightly on the environment and is an

opportunity to provide the local population with

alternative revenue streams. All profits will be

invested into an education fund for the children

of the Maasai villages.

Throughout the year, Carlos Zevallos (our

Whanganui Branch Manager) has been mentoring

James and Johnathon, our beekeepers on the

ground in Kenya, providing expert knowledge

on beekeeping, queen bee rearing and hive

productivity. Our team in New Zealand was also

involved in developing the label for the packaging

of the honey, and we look forward to selling the

honey in Kenya.

We launched a special edition of our Mānuka

honey this year – a premium UMF 25+. 1% of

revenue from this range will be donated together

with a $20 donation that our customers make to

experience our immersive honey tasting experience

in our Auckland Wellness Lab. Through these

activities, we have raised $75k for charity.

In May, we held our apiary hive gathering in

Paengaroa. This was an excellent opportunity to

bring all our beekeepers together for training and

team building. As part of this event, we donated

$5 for every beekeeper to the Himalayan Trust,

a non-profit humanitarian organisation working

in the Everest region of Nepal, which was founded

by Sir Edmund Hillary. Sir Edmund Hillary was also

a beekeeper and features on the New Zealand

$5 note, and this provided our beekeeping team

an opportunity to also be part of our efforts to

heal and protect the world.

East Kalimantan in Indonesia is currently

experiencing forest loss, displacing and injuring

Borneo orangutans in the process. Our partner

Borneo Orangutan Survival Foundation rescues

and rehabilitates orphaned orangutans who are

affected by this environmental damage. During

2021, we provided medihoney and Propolis to aid

in their rehabilitation process.

Beekeeper James

Njuguna and Saving

the Wild founder

Jamie Joseph tend

to the hives during

the honey harvest,

Kimana Wildlife

Corridor, Kenya.

Jamie Joseph,

Founder of

Saving the

Wild, and

elephant-proof

beehives in the

Kimana Wildlife

Corridor, near

Mt Kilimanjaro,

Kenya.

Launching our special

reserve UMF 25+ Mānuka

honey, with 1% of revenue

from this range donated

to charity.

Hive placement,

Kimana Wildlife

Corridor, Kenya.

Our apiary team at the

inaugural hive gathering

at our Market Support

Centre in Paengaroa,

holding up their $5 notes

that were donated to the

Himalayan Trust.

PARTNERSHIPS

——

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ANNUAL REPORT

COMVITA.CO.NZ

2021

BEES, PEOPLE,

SUSTAINABILITY AND

PARTNERSHIPS

BUILDING OUR
BUSINESS

——

Brett

HEWLETT


INDEPENDENT CHAIR

David

BANFIELD


CHIEF EXECUTIVE

OFFICER

Tracy

BROWN


CHIEF SUPPLY

CHAIN OFFICER

Holly

BROWN


CHIEF PURPOSE &

TRANSFORMATION OFFICER

Paul

REID


INDEPENDENT DIRECTOR

Zhu

GUANGPING


DIRECTOR

Bob

MAJOR


INDEPENDENT DIRECTOR

Nigel

GREENWOOD


CHIEF FINANCIAL

OFFICER

Nicola

O’ROURKE


CHIEF DIGITAL

OFFICER

Adrian

BARR


CHIEF BUSINESS

DEVELOPMENT OFFICER

Sarah

KENNEDY


CHAIR OF SAFETY AND

PERFORMANCE COMMITTEE

Luke

BUNT


CHAIR OF AUDIT AND

RISK COMMITTEE

Andy

CHEN


REGIONAL CHIEF EXECUTIVE

OFFICER ASIA

Dr Jackie

EVANS


CHIEF SCIENCE

OFFICER

Corey

BLICK


GENERAL MANAGER –

NORTH AMERICA

Cheng

DAYONG


DIRECTOR

KEEPING US

FOCUSED

——

PLEASE VISIT COMVITA.CO.NZ

FOR BIOGRAPHIES OF OUR

BOARD AND LEADERSHIP

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COMVITA.CO.NZ

2021

BOARD OF DIRECTORSLEADERSHIP

Principle 2 – Board Composition and Performance
The Board operates in accordance with the

Board Charter, which sets out the roles and

responsibilities of the Board. A copy of the

charter is available on the company’s website.

There is a balance of independence, skills,

knowledge, experience and perspective among

Directors that allows the Board to work

effectively. The Directors have each signed

a written agreement with the company in

accordance with Recommendation 2.3 of the

NZX Code.

Responsibility for the day-to-day operations and

administration of the company is delegated by

the Board to the Chief Executive Officer and

the leadership team.

Nominations and appointments

The nomination of candidates for appointment

to the Board is overseen by the Safety and

Performance Committee, and the procedure for

nomination and appointment is detailed in the

Safety and Performance Committee Charter.

Such procedure includes processes to be followed

to ensure proper checks are carried out on all

candidates and key information is obtained to

enable the Board and shareholders to make

an informed decision about whether to elect

or re-elect a candidate. It also provides for an

assessment of independence.

Board size and composition

The Board is comprised of Directors with a mix of

qualifications, skills and experience appropriate to

the company’s business. The number of Directors

and rotation requirements are determined in

accordance with the company’s Constitution,

the Board Charter and the NZX Main Board

Listing Rules. The Constitution provides for the

Directors to elect one of their number as Chair

of the Board, and the Board Charter provides

that the Chair should be an independent Director

unless otherwise approved by all Directors. To

encourage the process of constant evolution of

the Board and succession of key roles within the

Board, the Board Charter states that Directors

are discouraged from standing for re-election a

second time (i.e. after serving six years) unless by

unanimous support from the whole Board. For the

year ended 30 June 2021, the company complied

with the Listing Rules dated 10 December 2020

with regard to the composition of the Board and

the appointment and rotation of Directors.

Director profiles, ownership interests and

meeting attendance

Profiles of each Director with details of their

experience, length of service and independence

are available on the company’s website and/or

in this Annual Report.

Director ownership interests (including beneficial

ownership) as at 30 June 2021 are detailed in the

statutory information section at the back of the

2021 Financial Statements.

Board and Committee meeting attendance for the year ended 30 June 2021 is set out below:

Board MemberBoard

Audit and Risk

Committee

Safety and Performance

Committee

EligibleAttendedEligible

1

AttendedEligibleAttended

Lucas Bunt111133––

Brett Hewlett11113366

Sarah Kennedy1111––66

Robert Major1111--66

Paul Reid111132––

Cheng Dayong118

2

––––

Zhu Guangping118

3

––––

The Board’s Charter sets out the governance

principles, authority, responsibilities, membership

and operation of the Board of Directors.

This governance statement outlines the main

corporate governance practices as at 25 August

2021. The full statement is available to view at

www.comvita.co.nz.

COMPLIANCE

The Board has adopted codes and policies relating

to the conduct of all Directors, executives and

staff, taking guidance from the NZX Main Board

Listing Rules relating to corporate governance

and the NZX Corporate Governance Code.

For the purpose of Listing Rule 3.8.1, the Board

considers that, as at 25 August 2021, the

governance structures, principles, policies and

practices it has adopted are in compliance with

the NZX Corporate Governance Code dated

10 December 2020 (NZX Code) except to the

extent set out in the following pages.

The company’s Constitution, the Board and

Committee Charters, codes and policies

referred to in this section are available to

view at www.comvita.co.nz.

GOVERNANCE PRINCIPLES AND GUIDELINES

Principle 1 – Code of Ethical Behaviour

Directors set, observe and foster high ethical

standards. The company expects its Directors,

officers, and employees to act legally, to maintain

high ethical standards and to act with integrity

consistent with Comvita’s policies, guiding

principles and values.

A Director-specific Code of Ethics sets out

these standards for all Directors and can be

found in the Appendix to the Board Charter on

the company’s website. Further, the company

has a Code of Ethics applicable to all Directors,

officers and employees in accordance with

Recommendation 1.1 of the NZX Code, a copy

of which is available on the website. Training

on ethical behaviour is incorporated within

the Company’s induction programme, with

refresher training provided periodically.

Company rules, which all employees and

officers are expected to adhere to, provide

clear guidance across a range of ethical and

legal matters to ensure high standards of

performance and behaviour are maintained

when dealing with the company’s customers,

suppliers, shareholders and staff.

Specific policies are also available on the

company’s website as noted below.

Mechanisms are provided within the company-

wide Code of Ethics and general company rules for

the safe reporting of breaches of ethical standards

or other policies or laws, and the consequences

of non-compliance are made explicit.

Trading in Comvita securities

Directors, officers and employees are restricted

in their trading of Comvita securities and must

comply with the company’s Financial Products

Dealing Policy, which is available on the company’s

website. The policy provides guidance on insider

trading rules and outlines process and approval

requirements for dealing in Comvita securities.

Comvita makes the documents listed below

available on its website.

Constitution/ChartersCodes/Policies

ConstitutionCode of Ethics

Board CharterContinuous Disclosure

Policy

Safety and

Performance

Committee Charter

Financial Product

Dealing Policy

Audit and Risk

Committee Charter

Diversity Policy

Director and Officer

Remuneration Policy

Comvita Limited is committed to taking

a holistic view of how it creates long-term

value and the impact of its decisions on

all stakeholders – including shareholders,

employees, customers, suppliers, community

and the environment.

1. Four Audit and Risk Committee meetings were scheduled for FY21. However, the meeting scheduled for June was postponed to early July, and all

three directors attended.

2. Cheng Dayong joined these meetings in the afternoon, due to the time zone differences.

3. Zhu Guangping joined these meetings in the afternoon, due to the time zone differences.

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2021

GOVERNANCE

culture that meets or exceeds the company’s
obligations under legislation and best-practice

standards. The Committee also recommends the

remuneration policies and packages including

performance incentives for the Chief Executive

Officer and the leadership team. Additionally,

it reviews the performance targets of the

Chief Executive Officer, succession planning

for the leadership team and the Board, risk

and compliance monitoring in relation to the

company’s human resources and operational

health and safety oversight and remuneration

policies and guidelines for Directors.

The Committee also carries out the functions of

a nominations Committee, recommending new

Director appointments to the full Board. Further

detail on the Committee’s roles and responsibilities

is set out in the Committee Charter.

Audit and Risk Committee

The Audit and Risk Committee currently comprises

Luke Bunt (Chair), Brett Hewlett and Paul Reid and

met three times during the period.

5

For the FY21

year, all Committee members were independent

Directors. The Committee reviews the annual

audit process, the financial and operational

information provided to stakeholders and others,

the management of business risks facing the

organisation and the framework of internal control

and governance that the leadership team and

the Board have established. The Committee also

reviews and monitors the Company’s insurance

programme in conjunction with management and

recommends changes when deemed appropriate.

The Chief Executive Officer, Chief Financial Officer

and Group Financial Controller regularly attend

meetings by invitation.

The company’s external auditors attend

Committee meetings as deemed necessary

by the Committee. Further detail on the

Committee’s roles and responsibilities is set

out in the Committee Charter.

Takeover protocols

The Board has established experience in respect

of the various NZX and statutory requirements in

the event of a takeover approach for the company.

The key requirements of the Takeover Code are

well understood by the Board.

Further, the company has established formal

protocols that set out the procedure to be

followed if there is a takeover offer in accordance

with Recommendation 3.6 of the NZX Code.

Principle 4 – Reporting and Disclosure

The Board demands integrity both in financial

reporting and in the timeliness and balance of

disclosure on entity affairs.

The company is committed to ensuring integrity

and timeliness in its financial reporting and

in providing information to the market and

shareholders that reflects a considered view on

the present and future prospects of the company.

Financial reporting

The Audit and Risk Committee oversees the

quality and integrity of external financial

reporting including the accuracy, completeness

and timeliness of financial statements. It reviews

half-year and annual financial statements and

makes recommendations to the Board concerning

accounting policies, areas of judgement,

compliance with accounting standards, stock

exchange and legal requirements and the results

of the external audit. Management accountability

for the integrity of the company’s financial

reporting is reinforced by the certification from the

Chief Executive Officer and Chief Financial Officer

in writing that the company’s financial statements

are fairly stated in all material aspects.

Timely and balanced disclosure

Continuous disclosure obligations of NZX require

all listed companies to advise the market about

any material events and developments as soon

as the company becomes aware of them. The

company has policies and monitoring in place to

ensure that it complies with these obligations.

In particular, the company has a Continuous

Disclosure Policy applicable to all Directors,

officers and employees that is available on

the company’s website.

Non-financial reporting

The company is committed to financial reporting

that is balanced, clear and objective. Broader

reporting of environmental, economic and

sustainability factors is contained in the body

of the Annual Report. Comvita has engaged an

independent third party to align its non-financial

reporting to the reporting practices of the Global

Reporting Initiative framework and is on a road

map to having fully integrated reporting by FY23.

Principle 5 – Remuneration

The remuneration of Directors and senior

executives is transparent, fair and reasonable.

Making sure team members and Directors get

the rewards they deserve is the responsibility

of the Safety and Performance Committee.

Non-Executive Directors’ remuneration

The fees payable to the Non-Executive Directors

are determined by the Board within the aggregate

amount approved by shareholders. The Board

Diversity and Inclusion Policy of Directors

and Officers

The company is committed to diversity

(gender, ethnicity, age, sexual orientation,

education, religious and cultural beliefs etc.) in

its employment of individuals at all levels in the

organisation. As at 30 June 2021, the Board had

one female Director and two Chinese nationals

out of a total of seven Directors and four female

officers and one NZ Chinese executive out of a

total of nine officers (2020: one female Director

out of a total of eight Directors and three female

officers and one NZ Chinese executive out of

a total of nine officers).

The company’s commitment to diversity has

been reflected in its ongoing appointments at

all levels of suitably qualified women and others

with diverse experiences and perspectives that

contribute importantly to ongoing innovation

throughout the organisation. This commitment is

reflected in the company values and behaviours.

The Safety and Performance Committee is

monitoring gender pay equality, is positive about

current progress and has strategies in place to

maintain equality on a scheduled approach. The

company has a Diversity Policy in accordance with

Recommendation 2.5 of the NZX Code, which is

available on the company’s website. The Safety

and Performance Committee has set measurable

targets for achieving diversity within the company.

The company is tracking well against its diversity

objectives and targets.

Director training and performance

Board members are encouraged to regularly

participate in learning and self-development

opportunities provided by the Institute of

Directors or other professional groups to

ensure they remain current on how best to

perform their duties as a Director.

The company has a procedure to assess Director,

Board and Committee performance, which is set

out in the Board Charter. In particular, the Board

periodically undertakes a self-assessment of its

performance, processes and procedures.

Independence of Directors

The majority of the Board are independent

Directors. The Chair is also independent.

For a Director to be considered to independent,

the fundamental consideration in the opinion of

the Board is that the Director be independent of

the Executive and not have any direct or indirect

interest, position, association or relationship

that could or could be perceived to influence

in a material way the Director’s capacity to

bring an independent view to decisions, to act

in the best interests of the company and to

represent the interests of shareholders generally.

In accordance with the NZX Code, any Director

who is or who is associated with a substantial

product holder is considered by the Board to

not be independent.

Having considered these matters and the

composition of the Board, the company considers

the Directors hold an appropriate mix of skills,

expertise and independence.

4

The Board has reviewed which of its Directors

are deemed to be independent in terms of the

NZX Listing Rules and has determined that

five of the seven Directors as at 30 June 2021

were independent.

It is viewed that the Chairs of the Audit and Risk

Committee and the Safety and Performance

Committee are independent, as are the

Committee members.

Principle 3 – Board Committees

The Board uses Committees where this enhances

the effectiveness in key areas while retaining

Board responsibility. The Board operates two

Committees to assist in the execution of the

Board’s duties: the Safety and Performance

Committee and the Audit and Risk Committee.

Each Committee has a specific Charter,

which can be viewed at the company’s website

www.comvita.co.nz. Committee members are

appointed from members of the Board for

an initial two-year term, with reappointment

reviewed on an annual basis.

All matters determined by Committees are

submitted to the full Board as recommendations

for Board decision. Staff members attending

those Committees are at the invitation of the

specific Committee.

The Board did not consider it necessary to have

any other Committees for the reporting period

as a standing board Committee.

Safety and Performance Committee

The Safety and Performance Committee

comprised of Sarah Kennedy (Chair), Brett

Hewlett and Bob Major. The Committee met

six times during the period.

For the FY21 year, all Committee members were

independent Directors. The Committee provides

oversight to health and safety by ensuring the

business maintains a strong health and safety

4. Mr Zhu Guangping and Mr Cheng Dayong are not considered

independent as they are associated with substantial product holders.

Zhu Guangping is associated with Li Wang, the largest shareholder in

the company with a shareholding of greater than 5%. Cheng Dayong

is associated with China Resources, which also has a shareholding of

greater than 5%.

5. Four meetings were scheduled for FY21. However, the meeting

scheduled for June was postponed to early July, and all three

Directors attended.

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2021

GOVERNANCE

Further detail on that framework and the
role and responsibilities of the Audit and Risk

Committee in relation to the external audit

framework is set out in the Audit and Risk

Committee Charter.

Independence

The Audit and Risk Committee actively engage

the company’s external auditors in a dialogue with

respect to any disclosed relationships or services

that may impact the objectivity and independence

of such auditors and recommend to the Board

appropriate action to ensure its independence.

External auditor

Comvita’s external auditor is KPMG. KPMG was

reappointed by shareholders at the 2020 Annual

Shareholders’ Meeting in accordance with the

provisions of the Companies Act 1993. KPMG was

first appointed as auditor in 1998. KPMG has been

invited to attend this year’s Annual Shareholders’

Meeting and will be available to answer questions

about the audit process, Comvita’s accounting

policies and the independence of the auditor.

Internal audit

Comvita currently does not have an internal audit

function. However, the Audit and Risk Committee

approves management’s internal audit plan

annually. This programme of work includes internal

and external reviews of specific risk areas and

includes a review of one offshore subsidiary per

year. The Audit and Risk Committee is responsible

for reviewing and monitoring the company’s risk

management and internal control framework and

has open communication with external auditors,

financial and senior management and the Board.

The Committee is empowered to investigate any

matter brought to its attention with full access

to all books, records and facilities and personnel

of the company and the power to retain outside

counsel or other experts for this purpose. In

addition, the Board seeks reports on specific

areas of potential concern or to evaluate business

performance on a post-investment basis. The

reviews are completed by appropriate internal

staff and/or with external input.

Principle 8 – Shareholder Rights and Relations

The Board fosters constructive relationships with

shareholders, which encourages them to engage

with the company.

The Board aims to ensure shareholders are

provided with all information necessary to

assess the company’s strategic direction

and performance. It does this through a

communication strategy that includes:

• periodic and continuous disclosure to NZX

• information provided to media and briefings

to major shareholders

• half-year and annual reports

• the company’s website with an investor

relations section

• future direction presentation at the Annual

Shareholders’ Meeting, which is conducted

in a very open manner, and a range of

questions are considered.

The company aims to ensure the process of

communication with investors is easy and

uses a variety of channels and technologies to

keep its shareholders informed, including by

providing and encouraging investors to receive

communications electronically. The company

has engaged a communications agency to assist

with its investor relations programme.

To encourage shareholder participation in

meetings, the Board looks to ensure notices

of annual or special meetings of shareholders

are posted on the company’s website at least

20 working days prior to the meeting.

Major decisions

All major decisions that may result in a change

in the nature of the company’s business are

subject to shareholder approval in accordance

with the company’s Constitution, the Companies

Act 1993 and the NZX Listing Rules. No major

decisions required shareholder approval in the

reporting period.

Capital raising

When considering any raising of additional

capital, the Board considers the interests of

all shareholders when assessing its options

to raise capital.

Stakeholder interests

The Board respects the interests of stakeholders

within the context of the company’s ownership

type and its fundamental purpose. The

company is committed to taking a holistic

view of how it creates long-term value for

all stakeholders and considering the impact

of its decisions on all stakeholders, including

shareholders, employees, customers, suppliers,

community and the environment.

The company is strongly committed to acting in a

socially responsible manner with all stakeholders,

including the wider community, whilst having an

overall positive impact on the environment.

Further detail

Further detail as required by the NZX Listing Rules

and Companies Act 1993 is included in the financial

statements supplied with, and as part of, the

Annual Report.

considers external information of peer companies

in terms of scale and complexity when setting

remuneration levels. The current Directors’ fee

pool limit is $610,000 approved at the 2016

Annual Shareholders’ Meeting. Information

on payments to each Director is set out in the

statutory information section at the back of

the 2021 Financial Statements.

Chief Executive Officer remuneration

The Chief Executive’s base salary for the FY21

year was $520,000. Subject to Board approval,

for FY21, the Chief Executive Officer was also

entitled to a short-term incentive if he met

agreed financial and non-financial goals (with

on-target earnings of 35% of base salary and

the ability to achieve up to 44.8% of salary for

overdelivery against Board-approved targets).

Subject to Board approval and achievement of

agreed Group performance targets, for FY21,

the Chief Executive was also entitled to a long-

term incentive in the form of Performance Share

Rights (with on-target earnings of $130,000).

In relation to Performance Share Rights

achievements in FY20, 11,831 shares vested to

the Chief Executive Officer in FY21, being one-third

of the long-term incentive granted by the Board.

Senior executive remuneration

For FY21, senior executive remuneration was made

up of base or fixed remuneration, an employee

bonus plan and a performance share rights plan,

subject to Board approval.

Staff remuneration

All permanent staff are eligible to participate

in a short-term incentive scheme. Bonus

payments are contingent upon achievement

of company targets for the year (as approved by

the Board), as well as assessment of individual

delivery against  objectives cascaded through

the organisation and individual behaviour in line

with core values.

Policy

The company has a Remuneration Policy for

Directors and officers in accordance with

Recommendation 5.2 of the NZX Code, a copy

of which is available on the company’s website.

Principle 6 – Risk Management

The company has carried out a robust risk

assessment process, described in the following

paragraphs. The Board regularly verifies that the

entity has appropriate processes that identify

and manage potential and relevant risks through

monthly Board reporting of the risk register.

Further detail on the role and responsibilities of

the Audit and Risk Committee in relation to risk

management is set out in the Audit and Risk

Committee Charter.

Business risks

The Chief Executive Officer and leadership

team are required to regularly identify the

major risks affecting the business. These

major risks are included in a risk management

register. Strategies are consistently being

developed to mitigate these risks. Significant

risks are discussed at each Board meeting or

as required. The company maintains insurance

policies that it considers adequate to meet the

insurable risks of the Group. Exposure to any

foreign exchange risk is managed in accordance

with policies laid down by the Directors.

As risk assessment is a dynamic environment

and often commercially sensitive, the company

reports on the most significant of these under

its continuous disclosure obligations to the

NZX market and in the Annual Report.

Health and safety

The company employs a Head of Safety and

Sustainability with oversight of health and safety

matters sitting with the Safety and Performance

Committee. The health and safety functions of

the Committee include undertaking due diligence

in the identification and monitoring of critical

workplace, heath, safety and wellbeing as well

as the monitoring and review of the company’s

compliance with documented health and safety

policies and procedures. Health and safety

review reports are a priority agenda item at all

Board meetings, and specific reviews are sought

as required. The Board undertakes ongoing

external health and safety governance training

and undertakes safety walks in key operational

sites on a scheduled basis.

Chief Executive Officer and Chief Financial

Officer assurance

The Chief Executive Officer and Chief Financial

Officer have provided the Board with written

confirmation that the Company’s 2021 Financial

Statements are founded on a sound system of risk

management and internal compliance and control

and that all such systems are operating efficiently

and effectively in all material respects.

Risk monitoring

The Board reviews the company’s risk

management policies and processes, and the

leadership team provides an updated risk

assessment profile to each meeting of the Board.

The Safety and Performance Committee reviews

human resource management risks.

Principle 7 – Auditors

The Board ensures the quality and independence

of the external audit process. A framework for the

company’s relationship with its external auditors

is overseen by the Audit and Risk Committee.

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ANNUAL REPORT

COMVITA.CO.NZ

2021

GOVERNANCE

New Zealand
COMVITA NEW ZEALAND

LIMITED


23 Wilson Road South

Paengaroa

Private Bag 1 | Te Puke 3153

Bay of Plenty | New Zealand

Phone +64 7 533 1426

Freephone 0800 504 959

info@comvita.com

Japan

COMVITA JAPAN K.K.


Sangenjaya Horisho Bld 4F

1-12-39 Taishido, Setagaya-Ku

Tokyo 154-0004 | Japan

Phone +81 3 6805 4780

info@comvita-jpn.com

Korea

COMVITA KOREA CO. LIMITED


18F Gwanghwamun Building

149 Sejong-daero, Jongno-gu

Seoul (03186) | Korea

Phone +82 2 2631 0041

service.korea@comvita.com

This document is printed on environmentally responsible papers, produced using Elemental Chlorine Free

(ECF), FSC certified Mixed Source pulp from Responsible Sources, and manufactured under the strict

ISO14001 Environmental Management System.

Placeholder, not for Printing

Logo use must be

approved by

Blue Star Group NZ Ltd

Min Size 12mm Height

Cxxxxxx

insight

creative.co.nz

|


COM004

OUR OFFICES

——

Directors

COMVITA BOARD OF DIRECTORS


Brett Hewlett

Bob Major

Luke Bunt

Paul Reid

Sarah Kennedy

Cheng Dayong

Zhu Guangping

Bankers

WESTPAC BANKING CORPORATION


Level 8

16 Takutai Square

PO Box 934

Auckland 1140

Registered Office

COMVITA LIMITED


23 Wilson Road South, Paengaroa

Private Bag 1, Te Puke 3153

Bay of Plenty, New Zealand

Phone +64 7 533 1426

Fax +64 7 533 1118

Freephone 0800 504 959

Email investor.relations@comvita.com

www.comvita.com

Auditors

KPMG TAURANGA


Level 2

247 Cameron Road

PO Box 110

Tauranga 3140

Solicitors

SHARP TUDHOPE


Level 4

152 Devonport Road

Private Bag TG12020

Tauranga 3110

Share Registry

LINK MARKET SERVICES LIMITED


Level 30

PwC Tower

15 Customs Street West

Auckland 1010

MORE DETAILS

——

Australia

COMVITA AUSTRALIA

PTY LIMITED


10 Edmondstone Street

South Brisbane

Queensland 4101 | Australia

Phone +61 7 3845 1400

Freephone 1800 466 392

info@comvita.com.au

United Kingdom

COMVITA UK LIMITED


2nd Floor, 47a High Street

Maidenhead | SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

Europe

COMVITA EUROPE BV


Prof. J.H. Bavincklaan 7

1183 AT Amstelveen

The Netherlands

Phone: +31 682065359

info.europe@comvita.com

North America

COMVITA USA, INC.


506 Chapala Street

Santa Barbara | CA 93101

USA

Phone +1 855 449 2201

hello@comvita.com

Hong Kong SAR

COMVITA HK LIMITED


Suite 1320-1322, 13/F

Leighton Centre,

77 Leighton Road

Causeway Bay

Hong Kong SAR

Phone +852 2562 2335

cs@comvita.com.hk

China

COMVITA FOOD (CHINA) LIMITED


Room 2501 - 2502, Block A

Xinhao E Du, No 7018

Caitian Road, Furtian District

Shenzhen 518120

Guangdong | China

Phone +86 755 8366 1958

comvita@comvita.com.cn

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ANNUAL REPORT

COMVITA.CO.NZ

2021

DIRECTORY

ANNUAL REPORT
COMVITA.CO.NZ

BUILDING A

BETTER BUSINESS

---

FOR THE YEAR ENDED 30 JUNE 2021
COMVITA LIMITED

Image TBC

FINANCIAL STATEMENTS 2021

FOR THE YEAR ENDED 30 JUNE 2021


COMVITA LIMITED

Comvita Financial Statements 2021Comvita Financial Statements 2021 - P1
2

3

4

5

6

7

8

41

45

51

CONTENTS

DIRECTORS’ DECLARATION

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

AUDIT REPORT

STATUTORY INFORMATION

COMPANY DIRECTORY

Comvita Financial Statements 2021 - P2Comvita Financial Statements 2021- P3
DIRECTORS’ DECL A R ATIONCONSOLIDATED

INCOME STATEMENT

For the year ended

In thousands of New Zealand dollars

30 June 202130 June 2020

Note

Revenue5191,734

195,912

Cost of sales(88,310)

(104,601)

Gross profit103,424

91,311

Other income63,220

2,209

Marketing expenses(24,216)

(15,506)

Selling and distribution expenses(44,597)

(50,562)

Administrative and other operating expenses9(25,648)

(25,698)

Operating profit before financing costs12,183

1,754

Finance income72,473

307

Finance expenses7(2,247)

(6,217)

Net finance income/(costs)226

(5,910)

Share of profit of equity accounted investees17b992

(174)

Impairment of equity accounted investees-

(5,928)

Profit/(loss) before income tax13,401

(10,258)

Income tax (expense)/benefit10(3,922)

557

Profit/(loss) for the year9,479

(9,701)

Earnings per share

Basic earnings per share (NZ cents)2413.61(19.10)

Diluted earnings per share (NZ cents)2413.59(19.10)

EBITDA3125,5234,179


*EBITDA 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. A reconciliation of EBITDA to net profit/(loss) before

tax is provided in note 31.

The notes on pages 8 to 40 are an integral part of these financial statements

In the opinion of the directors of Comvita Limited, the financial statements and the notes, on pages 3 to

40:

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

position of the Group as at 30 June 2021 and the results of their operations and cash flows for the year

ended on that date

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

consistently applied, and supported by reasonable judgements and estimates

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

accuracy, the determination of the financial position of the Group and facilitate compliance of the

financial statements with the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.

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

to prevent and detect fraud and other irregularities. Internal control procedures are also considered

to be sufficient to provide reasonable assurance as to the integrity and reliability of the financial

statements.

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

Comvita Limited for the year ended 30 June 2021.

For and on behalf of the Board of Directors:

Brett Hewlett Luke Bunt

25 August 2021 25 August 2021

Comvita Financial Statements 2021 - P4Comvita Financial Statements 2021- P5
For the year ended 30 June 2021

In thousands of New Zealand dollars

Share

capital

Foreign

currency

translation

reserve

Hedging

reserve

Fair

value

reserve

Retained

earningsTotal

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

Total comprehensive income for the year

Loss for the year----(9,701)(9,701)

Other comprehensive income (net of tax)

Foreign currency translation differences for equity accounted

investees (note 17b)

-(467)---(467)

Foreign currency translation differences for foreign operations-1,125---1,125

Financial asset – fair value movement --- (2,640)- (2,640)

Effective portion of changes in fair value of cash flow hedges--1,196--1,196

Total other comprehensive income-6581,196(2,640)-(786)

Total comprehensive income for the year-6581,196(2,640)(9,701)(10,487)

Transactions with owners, recorded directly in equity

Capital raising – rights offer 50,000---- 50,000

Issue expenses related to capital raising (1,950)----(1,950)

Share based payment ----329329

Acquisition of treasury stock(572)----(572)

Issue of treasury stock

- Supplier share scheme

502---(43)459

- Issued to CEO 915---(265)650

Redemption of ordinary shares related to share schemes(36)----(36)

Total transactions with owners48,859---2148,880

Balance at 30 June 2020200,104(3,809)(527)(2,640)18,620211,748

Total comprehensive income for the year

Profit for the year----9,4799,479

Other comprehensive income (net of tax):

Foreign currency translation differences for equity accounted

investees (note 17b)

-(49)---(49)

Foreign currency translation differences for foreign operations- (1,004)--- (1,004)

Financial asset – fair value movement ---396-396

Disposal of equity instruments---2,244(2,244)-

Effective portion of changes in fair value of cash flow hedges--(684)--(684)

Total other comprehensive income-(1,053)(684)2,640(2,244)(1,341)

Total comprehensive income for the year-(1,053)(684)2,6407,2358,138

Transactions with owners, recorded directly in equity

Share based payment ----221221

Acquisition of treasury stock (1,239)----(1,239)

Issue of ordinary shares - Supplier share scheme 486----486

Issue of ordinary shares - Share purchase and loan scheme

(note 27)

1,269----1,269

Issue of treasury stock - Share purchase and loan scheme

(note 27)

1,239---381,277

Redemption of ordinary shares related to share schemes(20)----(20)

Total transactions with owners1,735---2591,994

Balance at 30 June 2021201,839(4,862)(1,211)-26,114221,880

The notes on pages 8 to 40 are an integral part of these financial statements

CONSOLIDATED STATEMENT

OF COMPREHENSI V E INCOME

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

The notes on pages 8 to 40 are an integral part of these financial statements

For the year ended

In thousands of New Zealand dollars

30 June 202130 June 2020

Note

Profit/(loss) for the year9,479 (9,701)

Items that are or may be reclassified subsequently to the income

statement

Foreign currency translation differences for foreign operations (1,067)1,431

Foreign currency translation differences for equity accounted investees(49)(467)

Effective portion of changes in fair value of cash flow hedges(950) 1,658

Fair value movement – financial asset396 (2,640)

Income tax on these items 10328(768)

Income and expense recognised directly in other comprehensive income(1,342)(786)

Total comprehensive income/(loss) for the year8,137 (10,487)

Comvita Financial Statements 2021 - P6Comvita Financial Statements 2021- P7
As at 30 June

20212020

In thousands of New Zealand dollars

Note

Assets

Property, plant and equipment

12

63,34556,829

Intangible assets and goodwill

13

38,04639,467

Right of use assets

14

13,03511,447

Biological assets

16

3,8143,795

Investment

17

6,8496,269

Deferred tax asset

11

7,2098,043

Total non-current assets132,298125,850

Inventory

18

101,008112,679

Trade receivables

19

23,52317,726

Sundry receivables

20

13,46312,349

Cash and cash equivalents

25

16,26716,680

Tax receivable50366

Assets held for sale-773

Total current assets154,311160,573

Total assets286,609286,423

Equity

Issued capital201,839200,104

Retained earnings26,11418,620

Reserves

(6,073)

(6,976)

Total equity221,880211,748

Liabilities

Loans and borrowings

25

20,85032,200

Employee benefits

21

539414

Lease liability9,9507,891

Deferred tax liability

11

1,9622,194

Total non-current liabilities33,30142,699

Trade and other payables

22

18,86922,707

Lease liability3,6313,744

Employee benefits

21

5,5143,653

Tax payable1,7661,158

Derivatives

28

1,648714

Total current liabilities31,42831,976

Total liabilities64,72974,675

Total equity and liabilities286,609286,423

For the year ended 30 June

In thousands of New Zealand dollars

20212020

Note

Receipts from customers190,739207,143

Payments to suppliers and employees(161,711)(161,394)

Interest received4234

Interest paid(2,247)(4,421)

Taxation paid(1,998)(2,065)

Net cash flows from operating activities2624,82539,297

Consideration paid for business combination-(4,505)

Receipt from disposal of investment396-

Loans to equity accounted investees(150)(1,621)

Interest from equity accounted investees19-

Receipt of dividend from equity accounted investee363-

Loans to related parties567-

Interest from related parties2336

Payment for the purchase of property, plant and equipment(10,601)(5,206)

Receipt for the disposal of property, plant and equipment4682,336

Receipt from sale of intangibles226

Payment for the purchase of intangibles(366)(496)

Payment for derivative settlement-(263)

Net cash flows from investing activities(9,279)(9,693)

Proceeds from the issue of share capital (20)48,213

Purchase of treasury stock(1,239)(572)

Repayment of lease liabilities(3,560)(3,862)

Repayment of loans and borrowings(11,350)(67,050)

Net cash flows from financing activities(16,169)(23,271)

Net increase in cash and cash equivalents(623)6,333

Cash and cash equivalents at the beginning of the year16,68010,314

Effect of exchange rate fluctuations on cash held21033

Cash and cash equivalents at the end of the year16,26716,680

Represented as:

Cash and cash equivalents2516,26716,680

Total16,26716,680

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

CONSOLIDATED STATEMENT

OF CASH FLOWS

The notes on pages 8 to 40 are an integral part of these financial statementsThe notes on pages 8 to 40 are an integral part of these financial statements

Comvita Financial Statements 2021 - P8Comvita Financial Statements 2021- P9
1. REPORTING ENTITY

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

in New Zealand, and registered under the Companies

Act 1993 and listed on the New Zealand Stock Exchange

(“NZX”). The Company is an issuer in terms of the

Financial Reporting Act 2013 and Financial Markets

Conduct Act 2013. The financial statements of the Group

for the year ended 30 June 2021 comprise the Company

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

and the Group’s interest in equity accounted investees.

The principal activity of the Group is that of

manufacturing and marketing quality natural health

products, apiary ownership and management.

2. BASIS OF PREPARATION

(a) Statement of compliance

The Company is a FMC reporting entity for the purposes

of the Financial Reporting Act 2013 and under part 7 of

the Financial Markets Conduct Act 2013. These financial

statements comply with these Acts and have been

prepared in accordance with the New Zealand Equivalents

to International Financial Reporting Standards and

International Financial Reporting Standards as

appropriate for profit-oriented entities.

The financial statements were approved by the Board of

Directors on 25 August 2021.

(b) Basis of measurement

The financial statements have been prepared on the

historical cost basis except for derivative financial

instruments, financial instruments designated as fair

value through other comprehensive income, biological

assets which are measured at fair value.

The methods used to measure fair values are discussed

further in the respective notes.

(c) Functional and presentation currency

These financial statements are presented in New Zealand

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

Amounts have been rounded to the nearest thousand.

(d) Accounting estimates and judgements

The preparation of the financial statements requires

management to make judgements, estimates and

assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from

these estimates.

Estimates and underlying assumptions are reviewed on

an ongoing basis. Revisions to accounting estimates are

recognised in the reporting period in which the estimate

is revised and in any future reporting periods affected.

In particular, information about significant areas of

estimation uncertainty and critical judgements in applying

accounting policies that have the most significant effect

on the amount recognised in the financial statements are

set out below:

(i) Measurement of recoverability of cash generating units

("CGUs")

Impairment reviews are performed by management

annually to assess the carrying value of CGUs containing

goodwill. The recoverable amounts of CGUs have been

determined based on value-in-use calculations. These

calculations require the use of estimates. Refer to note 13.

(ii) Intangible assets

The estimation of useful lives of intangible assets such

as distribution networks have been based on historical

experience. The useful lives are reviewed at least once

per year and adjustments to useful lives are made when

considered necessary.

(iii) Valuation of equity accounted investees

An assessment of the carrying value of investments in

equity accounted investees is performed at least annually

and considers objective evidence for impairment on each

investment, taking into account observable data on the

investment, the status or context of markets, its own view

of fair value, and its long-term investment intentions. The

assessment also requires judgements about the expected

future performance and cash flows of the investment.

(iv) Deferred consideration

The valuation of the deferred consideration on the Group’s

business combinations and joint ventures are based on

the post-acquisition performance of the business and the

amounts payable shall be remeasured at their fair value

resulting from events or factors that emerge after the

acquisition date, with any resulting gain or loss recognized

in the income statement.

(v) Leases

Comvita assesses at lease commencement whether it is

reasonably certain to exercise extension options where

included in the contract, and where it is reasonably

certain, the extension period has been included in the

lease liability calculation.

(vi) Recoverability of deferred tax assets

The utilisation of tax loss carry-forwards is dependent

on expected future taxable profits in excess of the

profits from the reversal of existing taxable temporary

differences. This recognition is based on current budgets

and financial forecasts completed by management.

(vii) Valuation of biological assets

The fair value of biological assets is assessed on an annual

basis which involves reviewing the number of operational

hives in use as well as ensuring the value per hive is in

line with guidance provided by the Ministry of Primary

Industries, refer note 16.

3. SIGNIFICANT ACCOUNTING

POLICIES

(a) Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the

acquisition method as at the acquisition date, which is the

date on which control is transferred to the Group, except

for entities under common control, which are accounted

for using the pooling of interest method.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. Control

exists when the Group has the power to govern the

financial and operating policies of an entity so as to obtain

benefits from its activities. In assessing control, potential

voting rights that presently are exercisable are taken into

account. The financial statements of subsidiaries are

included in the consolidated financial statements from the

date that control commences until the date that control

ceases.

(iii) Investments in equity accounted investees

Associates and joint ventures are those entities in which

the Group has significant influence, but not control,

over the financial and operating policies. Associates

and joint ventures are accounted for using the equity

method (equity accounted investees). The consolidated

financial statements include the Group’s share of the

income and expenses of equity accounted investees, after

adjustments to align the accounting policies with those

of the Group, from the date that significant influence or

joint control commences until the date that significant

influence or joint control ceases.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to

the respective functional currencies of Group entities

at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign

currencies at the reporting date are translated to the

functional currency at the exchange rate at that date.

(ii) Foreign operations

The assets and liabilities of foreign operations with

currencies different to the Company including goodwill

and fair value adjustments arising on acquisition, are

translated to New Zealand dollars at exchange rates at

the reporting date. The income and expenses of such

foreign operations are translated to New Zealand dollars

at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in the foreign

currency translation reserve ("FCTR").

(c) Financial assets and financial liabilities

(i) Classification

The Group classifies its financial assets in the following

measurement categories:

• those to be measured subsequently at fair value

either through other comprehensive income

("FVOCI"), or through profit or loss ("FVPL"), and

• those to be measured at amortised cost.

(ii) Measurement

At initial recognition, the Company measures a financial

asset at its fair value plus, in the case of a financial

asset not at FVPL, transaction costs that are directly

attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are

expensed in profit or loss.

Financial assets with embedded derivatives are considered

in their entirety when determining whether their cash

flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends

on the Group business model for managing the asset and

the cash flow characteristics of the asset. There are three

measurement categories into which the Group classifies its

debt instruments:

• Amortised cost: Assets that are held for collection

of contractual cash flows where those cash flows

represent solely payments of principal and interest

are measured at amortised cost. Interest income from

these financial assets is included in finance income

using the effective interest rate method. Any gain or

loss arising on derecognition is recognised directly in

profit or loss and presented in other gains/(losses)

together with foreign exchange gains and losses.

Impairment losses are presented as a separate line

item in the income statement.

• FVOCI: Assets that are held for collection of

contractual cash flows and for selling the financial

assets, where the assets’ cash flows represent solely

payments of principal and interest, are measured at

FVOCI. Movements in the carrying amount are taken

through other comprehensive income ("OCI"), except

for the recognition of impairment gains or losses,

interest income and foreign exchange gains and

losses which are recognised in profit or loss. When the

financial asset is derecognised, the cumulative gain or

loss previously recognised in OCI is reclassified from

equity to profit or loss and recognised in other gains/

(losses). Interest income from these financial assets is

included in finance income using the effective interest

rate method. Foreign exchange gains and losses are

presented in other gains/(losses) and impairment

expenses are presented as a separate line item in the

income statement.

• FVPL: Assets that do not meet the criteria for

amortised cost or FVOCI are measured at FVPL. A

gain or loss on a debt investment that is subsequently

measured at FVPL is recognised in profit or loss and

presented net within other gains/(losses) in the period

in which it arises.

Equity instruments

The Group subsequently measures all equity investments

at fair value. Where the Group’s management has

elected to present fair value gains and losses on equity

investments in OCI, there is no subsequent reclassification

of fair value gains and losses to profit or loss following

the derecognition of the investment. Dividends from such

investments continue to be recognised in profit or loss as

other income when the group’s right to receive payments

is established. Changes in the fair value of financial assets

at FVPL are recognised in other gains/(losses) in the

income statement loss as applicable. Impairment losses

(and reversal of impairment losses) on equity investments

measured at FVOCI are not reported separately from

other changes in fair value.

Accounting for finance income and expense is discussed in

Note 3(m).

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P10Comvita Financial Statements 2021- P11
3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(d) Financial instruments

(i) Non-derivative financial instruments

Non-derivative financial instruments comprise

investments in equity securities, trade and other

receivables, cash and cash equivalents, loans and

borrowings, and trade and other payables.

Non-derivative financial instruments are recognised

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

directly attributable transaction costs.

A financial instrument is recognised if the Group

becomes a party to the contractual provisions of the

instrument. Financial assets are derecognised if the

Group’s contractual rights to the cash flows from the

financial assets expire or if the Group transfers the

financial asset to another party without retaining control

or substantially all risks and rewards of the asset. Regular

way purchases and sales of financial assets are accounted

for at trade date, i.e., the date that the Group commits

itself to purchase or sell the asset. Financial liabilities are

derecognised if the Group’s obligations specified in the

contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and

demand deposits. Bank overdrafts that are repayable on

demand and form an integral part of the Group’s cash

management are included as a component of cash and

cash equivalents for the purpose of the statement of cash

flows.

Accounting for finance income and expense is discussed in

Note 3(m).

Instruments at fair value through the income statement

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

trading or is designated as such upon initial recognition.

Financial instruments are designated at FVPL if the

Group manages such investments and makes purchase

and sale decisions based on their fair value. Upon initial

recognition, attributable transaction costs are recognised

in the income statement when incurred. Subsequent to

initial recognition, financial instruments are measured

at fair value, and changes therein are recognised in the

income statement.

(ii) Derivative financial instruments

The Group uses derivative financial instruments to hedge

its exposure to foreign exchange and interest rate risks

arising from operational, financing and investment

activities. In accordance with its treasury policy, the Group

does not hold or issue derivative financial instruments for

trading purposes. However, derivatives that do not qualify

for hedge accounting are accounted for as financial

instruments designated at FVPL.

Derivative financial instruments are recognised initially

at fair value and transaction costs are expensed

immediately. Subsequent to initial recognition, derivative

financial instruments are stated at fair value. The gain

or loss on remeasurement to fair value is recognised

immediately in the income statement. However, where

derivatives qualify for hedge accounting, recognition of

any resultant gain or loss depends on the nature of the

hedging relationship .

Cash flow hedges

Changes in the fair value of the derivative hedging

instrument designated as a cash flow hedge are

recognised in other comprehensive income and presented

in equity in the hedging reserve to the extent that

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

ineffective, changes in fair value are recognised in the

income statement.

If the hedging instrument no longer meets the criteria

for hedge accounting, expires or is sold, terminated

or exercised, then hedge accounting is discontinued

prospectively. The cumulative gain or loss previously

recognised in equity remains there until the forecast

transaction occurs. The amount recognised in equity is

transferred to the income statement in the same period

that the hedged item affects the income statement.

(e) Share capital

(i) Ordinary shares

Ordinary shares are classified as equity. Incremental costs

directly attributable to the issue of ordinary shares and

share entitlements are recognised as a deduction from

equity.

(ii) Repurchase of share capital

When share capital recognised as equity is repurchased,

the amount of the consideration paid, including directly

attributable costs, is recognised as a deduction from

equity. Repurchased shares are classified as treasury

shares and are presented as a deduction from total equity.

(f) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured

at cost less accumulated depreciation and impairment

losses.

Cost includes expenditures that are directly attributable

to the acquisition of the asset. The cost of self-

constructed assets includes the cost of materials and

direct labour, any other costs directly attributable to

bringing the asset to a working condition for its intended

use, and the costs of dismantling and removing the

items and restoring the site on which they are located.

Purchased software that is integral to the functionality

of the related equipment is capitalised as part of that

equipment.

When parts of an item of property, plant and equipment

have different useful lives, they are accounted for as

separate items (major components) of property, plant and

equipment

(ii) Subsequent costs

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

and equipment is recognised in the carrying amount of the

item if it is probable that the future economic benefits

embodied within the part will flow to the Group and its

cost can be measured reliably. The costs of the day-to-day

servicing of property, plant and equipment are recognised

in the income statement as incurred.

.

3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(iii) Depreciation

Depreciation is recognised in the income statement on a

straight-line basis over the estimated useful lives of each

part of an item of property, plant and equipment. Land is

not depreciated.

The estimated useful lives for the current and comparative

periods are as follows:

• Buildings up to 50 years

• Plant and machinery 2 - 20 years

• Vehicles 4 -17 years

• Office equipment, furniture and fittings 2 - 50 years

• Bearer plants 100 years

Depreciation methods, useful lives and residual values are

reassessed at the reporting date.

(g) Biological assets

Biological assets are measured at fair value less point-

of-sale costs, with any change therein recognised in the

income statement. Point-of-sale costs include all costs

that would be necessary to sell the assets. Agricultural

produce from biological assets is transferred to inventory

at fair value, by reference to market prices for honey, less

estimated point-of-sale costs at the date of harvest.

(h) Intangible assets and goodwill

(i) Goodwill

Goodwill that arises on the acquisition of subsidiaries and

other business combinations is presented within intangible

assets. Goodwill is measured at cost less accumulated

impairment losses.

(ii) Research and development

Expenditure on research activities, undertaken with the

prospect of gaining new scientific or technical knowledge

and understanding, is recognised in the income statement

when incurred.

Development activities involve a plan or design for the

production of new or substantially improved products and

processes. Development expenditure is capitalised only if

development costs can be measured reliably, the product

or process is technically and commercially feasible, future

economic benefits are probable, and the Group intends

to and has sufficient resources to complete development

and to use or sell the asset. The expenditure capitalised

includes the cost of materials, direct labour and overhead

costs that are directly attributable to preparing the asset

for its intended use. Other development expenditure

is recognised in the income statement when incurred.

Capitalised development expenditure is measured at

cost less accumulated amortisation and accumulated

impairment losses.

(iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it

increases the future economic benefits embodied in the

specific asset to which it relates. All other expenditure,

including expenditure on internally generated goodwill

and brands, is recognised in the income statement when

incurred.

(iv) Amortisation

Amortisation is recognised in the income statement on

a straight-line basis over the estimated useful lives of

intangible assets, other than goodwill, from the date that

they are available for use. The estimated useful lives for

the current and comparative periods are as follows:

• Intellectual property and

other intangible assets 3 – 20 years

• Capitalised development costs 2 – 5 years

• Software 2 – 25 years

(i) Inventories

Inventories are measured at the lower of cost and net

realisable value. The cost of inventories is based on the

weighted average principle, and includes expenditure

incurred in acquiring the inventories and bringing them

to their existing location and condition. In the case of

manufactured inventories and work in progress, cost

includes an appropriate share of production overheads

based on normal operating capacity. Net realisable value

is the estimated selling price in the ordinary course of

business, less the estimated costs of completion and

selling expenses.

The cost of items transferred from biological assets is

their fair value less point-of-sale costs at the date of

transfer.

(j) Impairment

The carrying amounts of the Group’s assets are reviewed

at each reporting date to determine whether there is any

objective evidence of impairment.

An impairment loss is recognised whenever the carrying

amount of an asset exceeds its recoverable amount.

Impairment losses directly reduce the carrying amounts of

assets and are recognised in the income statement.

(i) Impairment of receivables

The group assesses on a forward-looking basis the

expected credit losses associated with its debt

instruments carried at amortised cost and FVOCI. The

impairment methodology applied depends on whether

there has been a significant increase in credit risk.

For trade receivables, the company applies the simplified

approach permitted by IFRS 9, which requires expected

lifetime losses to be recognised from initial recognition of

the receivables.

The recoverable amount of the Group’s investments

in receivables carried at amortised cost is calculated

as the present value of estimated future cash flows.

Impairment losses on an individual basis are determined

by an evaluation of the exposures on an instrument by

instrument basis. All individual instruments that are

considered significant are subject to this approach.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P12Comvita Financial Statements 2021- P13
3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(ii) Non-financial assets

An impairment loss is recognised if the carrying amount

of an asset or its CGUs exceeds its recoverable amount.

A cash-generating unit is the smallest identifiable

asset group that generates cash flows that are largely

independent from other assets and groups. Impairment

losses are recognised in the income statement.

Impairment losses recognised in respect of cash-

generating units are allocated first to reduce the carrying

amount of any goodwill allocated to the units and then

to reduce the carrying amount of the other assets in the

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

occurring after the impairment was recognised causes the

amount of the impairment to decrease, the decrease in

impairment loss is reversed through profit or loss.

The recoverable amount of an asset or CGUs is the

greater of its value in use and its fair value less costs to

sell. In assessing value in use, the estimated future cash

flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of

the time value of money and the risks specific to the asset.

(k) Employee benefits

Share-based payment transactions

The grant date fair value of entitlements granted to

employees is recognised as an employee expense, with

a corresponding increase in equity, over the period in

which the employees become unconditionally entitled

to the entitlements. The amount recognised as an

expense is adjusted to reflect the actual number of share

entitlements that vest.

(l) Revenue

Revenue from the sale of goods is measured at the fair

value of the consideration received or receivable, net

of returns and allowances, trade discounts and volume

rebates. Revenue is recognised at the point of time

performance obligations are satisfied by transferring

control of goods to the customer. For wholesale sales,

control passes to the customer in accordance with the

individual terms of the contract of sale – for domestic

sales this is ordinarily on delivery to the customer’s

premises and acceptance by the customer. For in-store

sales, control passes to the customer at point of sale. For

online sales, the order along with delivery to the customer

are considered to comprise a single performance

obligation, therefore control is considered to pass to the

customer on delivery of the goods.

(m) Finance income and expenses

Finance income comprises interest income on funds

invested, foreign exchange gains, dividend income and

gains on the disposal of FVOCI financial assets that are

recognised in the income statement. Interest income

is recognised as it accrues, using the effective interest

method. Dividend income is recognised on the date that

the Group’s right to receive payment is established, which

in the case of quoted securities is the ex-dividend date.

Finance expenses comprise interest expense on

borrowings, foreign exchange losses, unwinding of the

discount on provisions, impairment losses recognised

on financial assets (except for trade receivables) and

losses on the disposal of FVOCI financial assets that

are recognised in the income statement. All borrowing

costs are recognised in the income statement using the

effective interest method.

(n) Income tax expense

Income tax expense comprises current and deferred tax.

Income tax expense is recognised in the income statement

except to the extent that it relates to items recognised in

other comprehensive income, in which case it is recognised

in equity.

Current tax is the expected tax payable on the taxable

income for the period, using tax rates enacted or

substantively enacted at the reporting date, and any

adjustment to tax payable in respect of previous periods.

Deferred tax is recognised in respect of temporary

differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the

amounts used for taxation purposes. Deferred tax is not

recognised for the following temporary differences: the

initial recognition of goodwill, the initial recognition of

assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor

taxable profit, and differences relating to investments

in subsidiaries to the extent that they probably will

not reverse in the foreseeable future. Deferred tax is

measured at the tax rates that are expected to be applied

to the temporary differences when they reverse, based on

the laws that have been enacted or substantively enacted

by the reporting date.

A deferred tax asset is recognised to the extent that it

is probable that future taxable profits will be available

against which temporary differences can be utilised.

Deferred tax assets are reviewed at each reporting date

and are reduced to the extent that it is no longer probable

that the related tax benefit will be realised. Additional

income taxes that arise from the distribution of dividends

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

related dividend is recognised.

(o) Earnings per share

The Group presents basic and diluted earnings per

share ("EPS") data for its ordinary shares. Basic EPS is

calculated by dividing the profit or loss attributable to

ordinary shareholders of the Company by the weighted

average number of ordinary shares outstanding during the

period. Diluted EPS is determined by adjusting the profit

or loss attributable to ordinary shareholders and the

weighted average number of ordinary shares outstanding

for the effects of all dilutive potential ordinary shares,

which comprise share entitlements granted to employees.

(p) Segments

Segment results that are reported to the CEO include

costs directly attributable to a segment as well as those

that can be allocated on a reasonable basis. Unallocated

items comprise mainly head office expenses.

3. SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(q) Reclassification of freight expenses

From 1 July 2020, the business has changed the

classification of freight expenses from distribution

expenses to cost of goods sold. For consistency,

$4,632,000 of freight expenses have been reclassified

from operating expenses to cost of goods sold for the year

ended 30 June 2020.

(r) New and amended standards adopted by the

group

The accounting policies applied in these consolidated

financial statements are the same as those applied in the

Group’s consolidated financial statements as at and for

the year ended 30 June 2020. There are no new standards

that are not yet effective that would be expected to have

a material impact on the Group, in the current or future

reporting periods, and foreseeable future transactions.

(s) Covid-19 considerations

Comvita is classified as an ‘Essential’ business by the

New Zealand Government, therefore having no impact

on the manufacturing process of the Group. For the year

ended 30 June 2021 the Group has not been significantly

impacted by COVID-19. There has been a strong demand

in sales, in particular in online channels across all

markets. An assessment over the carrying value of assets

and liabilities has been performed and the Group has

recognised provisions where necessary relating to the

impact of COVID-19. The Group continues to operate as a

going concern and Senior Management continue to closely

monitor the situation.

4. SEGMENT REPORTING

A review of operating segments has been completed in the

current year and this has resulted in a change to reported

segments. Previously reported segment information

has been restated in line with the operating segments

described below.

Segment information is presented in the financial

statements in respect of the Group’s contribution

segments which are the primary basis of decision making.

The contribution segment reporting format reflects the

Group’s management and internal reporting structure.

Performance is measured based on contribution which is a

measure of profitability that the segment contributes to

the Group. Contribution is used to measure performance

as management believes that such information is most

relevant in evaluating the results of certain segments.

Inter-segment pricing is determined on an arms-length

basis.

Each segment sells Comvita’s range of products.

Comvita’s range of products primarily include products

with apiary and other natural ingredients.

The Company is organised primarily by geographic

location of its subsidiaries.

The Group has five reportable segments as described

below:

Greater China This segment reports both revenue and

related costs of the China and Hong

Kong markets.

ANZ Australia and New Zealand (ANZ)

segment captures both revenue and

related costs for the ANZ market.

Rest of Asia This segment captures both revenue

and related costs of all of our Asian

operations and customers excluding

Greater China.

North America This segment captures both revenue

and related costs for sales to

customers in North America.

EMEA The Europe, Middle East and Africa

(EMEA) segment captures both

revenue and related costs for the EMEA

markets.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P14Comvita Financial Statements 2021- P15
5. REVENUE

In thousands of New Zealand dollars

20212020

30 June30 June

Sales191,734195,280

Other -632

Total revenue 191,734195,912


6. OTHER INCOME

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Change in fair value of contingent consideration-1,039

Government subsidies734-

Government grants2,052535

Gain on disposal of property, plant and equipment222243

Insurance claims received19565

Change in fair value of biological assets17-

Other -327

Total other income3,2202,209

7. FINANCIAL INCOME AND EXPENSES

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Interest income252298

Dividend income99

Net foreign exchange gain2,212-

Finance income2,473307

Interest expense on financial liabilities measured at amortised cost(2,247)(4,421)

Net foreign exchange loss-(1,340)

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

statement:

- Interest rate swaps-(264)

- SeaDragon options and convertible loan notes-(192)

Finance expense(2,247)(6,217)

Net finance income/(costs)226(5,910)

4. SEGMENT REPORTING (CONTINUED)

For the year ended 30 June

In thousands of New Zealand dollars

Greater ChinaANZRest of AsiaNorth AmericaEMEA

Total

reportable

segments

Other

segmentsTotal

2021202020212020202120202021202020212020202120202021202020212020

Contribution segments

Revenue

93,07686,94532,44444,06925,34620,53324,73522,1375,0606,917180,661180,60111,07315,311191,734195,912

Contribution

19,90818,20310,21813,9436,3674,1964,7334,38035(541)41,26140,181(791)1,82440,47042,005

Non attributable

(other corporate expenses)


(31,506)(34,222)

Comvita China acquisition - release of inventory

-

(8,238)

Other income (note 6)


3,2202,209

Financial income and expenses

(note 7)

226(5,910)

Share of profit of equity accounted investees (note 17b)

992(174)

Impairment of equity accounted investees

- (5,928)

Net profit/(loss) before tax

13,402(10,258)

Geographical segments

30 June 202130 June 2020

In thousands of New Zealand dollars

Revenue

Non-current

assets

Revenue

Non-current

assets

Greater China

94,29937,76684,33641,066

ANZ

25,52588,36044,27483,483

Rest of Asia

31,25250625,510643

North America

32,13515830,840544

EMEA

4,978396,78186

Other Countries

3,5455,4694,17128

Total191,734132,298195,912125,850

Total reportable segment assets

As at 30 June

In thousands of New Zealand dollars

2021

2020

Total assets for reportable segments150,970128,266

Other investments88

Investment in equity accounted investees6,8416,261

Other unallocated assets128,790151,888

Consolidated total assets286,609286,423

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P16Comvita Financial Statements 2021- P17
8. PERSONNEL EXPENSES

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Wages and salaries39,54843,135

KiwiSaver – employer contribution556558

Movement in long-service leave provision 125(33)

Equity settled share based payment transactions694329

Total personnel expenses40,92343,989

9. EXPENSES

Administrative expenses

The following items of expenditure are included in administrative expenses:

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Auditors’ remuneration:

To KPMG for audit services (ii)323360

To KPMG for audit related services77

To KPMG for tax services (iii)266112

To Mercer & Hole (UK auditors)3033

Insurance (i)113284

Doubtful debts (recovered)/expense(147)984

Bad debts written off 791,852

Restructure costs7831,768

Change in fair value of biological assets-389

Directors’ fees (iv)573550

Directors – other costs 2017

Other legal & professional expenses540309

Loss on disposal of intangible assets-9

Donations56

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

(ii) Audit services include fees for the annual audit of the financial statements of the group and its foreign

subsidiaries based in China and Hong Kong and the review of the interim financial statements

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

(iv) Refer to Statutory Information

10. INCOME TAX EXPENSE IN THE INCOME STATEMENT

In thousands of New Zealand dollars

Note2021

30 June

2020

30 June

Current tax expense

Current period3,0092,382

Adjustment for prior periods(16)(60)

Total current income tax expense2,9932,322

Deferred tax expense

Origination and reversal of temporary differences11929(2,879)

Total deferred income tax expense/(benefit)929(2,879)

Total income tax expense/(benefit)3,922(557)

Reconciliation of effective tax expense

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Profit for the period9,479(9,701)

Total income tax expense/(benefit)3,922(557)

Profit/(loss) excluding income tax13,401(10,258)

Income tax using the Company’s domestic tax rate of 28% (2020: 28%)3,752(2,872)

Effect of different tax rates in foreign jurisdictions (614)(354)

Non-deductible expenses1,4973,118

Non-assessable income(817)(714)

Under provided in prior periods104265

Total income expense/(benefit)3,922(557)

Income tax recognised directly in other comprehensive income

In thousands of New Zealand dollars

Note2021

30 June

2020

30 June

Derivatives11(328)465

Other items-303

Total income tax recognised directly in other comprehensive income(328)768

Imputation credit account

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Imputation credits available for use in subsequent reporting periods8,3248,767


NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P18Comvita Financial Statements 2021- P19
11. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

In thousands of New

Zealand dollars

AssetsLiabilitiesNet

202120202021202020212020

Property, plant &

equipment

--(1,020)(831)(1,020)(831)

Intangible assets--(1,962)(2,194)(1,962)(2,194)

Biological assets--(56)(50)(56)(50)

Inventories3,2632,973--3,2632,973

Derivatives464199--464199

Investments78105--78105

Other items1,5431,283--1,5431,283

Tax loss carry-forwards2,9374,364--2,9374,364

Tax assets/(liabilities)8,2858,924(3,038)(3,075)5,2475,849

Set-off of tax(1,076)(881)1,076881--

Net tax assets/(liabilities)7,2098,043(1,962)(2,194)5,2475,849


Movement in temporary differences during the year

In thousands of New Zealand

dollars

Balance

1 July 2020

Recognised in the 

income statement

Recognised in other

comprehensive

income

Balance

30 June 2021

Property, plant & equipment(831)(189)-(1,020)

Intangible assets(2,194)232-(1,962)

Biological assets(50)(6)-(56)

Inventories2,973290-3,263

Derivatives198(62)328464

Investments105(27)-78

Other items1,284259-1,543

Tax loss carry-forwards4,364(1,427)-2,937

Total5,849(930)3285,247

Unrecognised deferred tax assets

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

In thousands of New Zealand dollars

2021202120202020

Gross AmountTax EffectGross AmountTax Effect

Tax loss carry-forwards5,3591,3735,2491,350

Intangible assets574172572171

Total5,9331,5455,8211,521

The tax loss carry-forwards do not expire under current tax legislation. They relate to capital losses in Australia, and

losses on acquisition in the United Kingdom.

12. PROPERTY, PLANT & EQUIPMENT

In thousands of New Zealand

dollars

LandBuildingsOwned

plant &

machinery

VehiclesBearer

plants

Office


equipment,

furniture &

fittings

Capital

WIP

Total

Cost

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

Additions/transfers2208041,034159-1,2762,1325,625

Disposals(120)(447)(778)(173)-(843)-(2,361)

Reclassification to assets held

for sale

(420)(328)(388)----(1,136)

Effect of movements in exchange

rates

48286031311361407

Balance at 30 June 202011,45526,65828,4812,3535,9506,5314,73986,167

Additions/transfers-1,5102,050432-2,9184,26911,179

Disposals(8)(663)(954)(176)-(606)- (2,407)

Effect of movements in exchange

rates

10612127(219)(2)(165)

Balance at 30 June 202111,45727,51129,5892,6105,9778,6249,00694,774

Depreciation

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

Depreciation - (1,098)(2,123)(203)(67)(1,025)-(4,516)

Disposals-254682162-584-1,682

Reclassification to assets held

for sale

-57306----363

Effect of movements in exchange

rates

-(11)(34)(3)(9)(99)-(156)

Balance at 30 June 2020-(7,384)(15,027)(1,686)(447)(4,794)- (29,338)

Depreciation - (1,098)(2,170)(209)(68)(885)- (4,430)

Disposals-630891161-479-2,161

Effect of movements in exchange

rates

-(2)(7)(1)(2)190-178

Balance at 30 June 2021-(7,854)(16,313)(1,735)(517)(5,010)- (31,429)

Carrying amount

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

At 30 June 202011,45519,27413,4546675,5031,7374,73956,829

At 30 June 202111,45719,65713,2768755,4603,6149,00663,345

Depreciation charge in the income statement

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

development expenses and administrative expenses.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P20Comvita Financial Statements 2021- P21
13. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

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

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

the Group at which the goodwill is monitored for internal management purposes.

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

In thousands of New Zealand dollars

Segment

(Note 4)

2021

30 June

2020

30 June

Greater ChinaGreater China25,76525,902

Apiaries 1,7661,766

Other6868

Total goodwill27,59927,736

Greater China CGU:

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

based on the following key assumptions:

2021

30 June

2020

30 June

Anticipated annual revenue growth included in the cash flow projections for the

combined CGU’s (normalised) for the years 2022 to 2026

6.3% to 19.4%1.5% to 8%

Post tax discount rate 12.5%12.5%

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

leveraging of:

20%20%

-at a cost of debt rate of:12.3%12.3%

Terminal growth rate applied beyond June 20262.0%2.0%

Cash flows were projected on actual operating results, the 30 June 2022 budget and business plan.

Sensitivity to changes in assumptions

In thousands of New Zealand dollars

2021

30 June

2020

30 June

The recoverable amount of the CGU exceeds its carrying amount by 129,70053,100

If projected earnings before interest and tax ("EBIT") is reduced by 10% year on year,

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

103,50041,900

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

calculated at

33.6%22.1%

13. INTANGIBLE ASSETS AND GOODWILL

In thousands of New Zealand dollars

NoteGoodwillIntellectual

property and

other intangible

assets

SoftwareTotal

Cost

Balance at 30 June 201927,84015,90610,02753,773

Additions

-205285490

Disposals

--(538)(538)

Effect of movements in exchange

rates

(104)1451960

Balance at 30 June 2020

27,73616,2569,79353,785

Additions

-204162366

Disposals

--(3)(3)

Effect of movements in exchange

rates

(137)60(16)(93)

Balance at 30 June 2021

27,59916,5209,93654,055

Amortisation

Balance at 30 June 2019-

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

Amortisation -

(1,286)(836)(2,122)

Disposals-

-502502

Effect of movements in exchange

rates

-

4(11)(7)

Balance at 30 June 2020-

(5,452)(8,866)(14,318)

Amortisation -(1,226)(453)(1,679)

Disposals-

-11

Effect of movements in exchange

rates

-

(29)16(13)

Balance at 30 June 2021-

(6,707)(9,302)(16,009)

Carrying Amount

At 30 June 201927,84011,7361,50641,082

At 30 June 202027,73610,80492739,467

At 30 June 202127,5999,81363438,046

Amortisation charge in the income statement

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

development expenses and administrative expenses.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P22Comvita Financial Statements 2021- P23
13. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Apiaries:

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

were based on the following key assumptions:

2021

30 June

2020

30 June

Anticipated annual revenue growth included in the cash flow projections for the

combined CGU’s (normalised) for the years 2022 to 2031

0% to 23.2%(16.6)% to

24.7%

Post tax discount rate

10.0%10.0%

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

debt leveraging of:

20%20%

-at a cost of debt rate of:4.4%4.4%

Terminal growth rate applied beyond June 2031

2.0%1.5%

Cash flows were projected on actual operating results, the 30 June 2022 budget and business plan.

Sensitivity to changes in assumptions:

In thousands of New Zealand dollars

2021

30 June

2020

30 June

The recoverable amount of the CGU exceeds its carrying amount by

3,18613,300

If projected EBIT is reduced by 10% year on year, it changes the amount the

recoverable amount exceeds its carrying amount to

5759,000

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

calculated at

11%13%

The percentage movement in yields for each mānuka honey grade range (with the

resulting difference being added to non-mānuka) for the recoverable amount to

equal the carrying amount

8.5%9.0%

The increase in forecast hive costs required for the recoverable amount to equal the

carrying amount

13.0%1.6%

14. LEASES

The Group leases warehouses, retail stores, administration premises, vehicles and land used for hive placements referred

to as

mānuka forests in the table below.

Right of use assets

BuildingsVehiclesMānuka

forests

Total

In thousands of New Zealand dollars

Adoption of NZ IFRS 167,1361,6813,48312,300

Additions3,30182-3,383

Disposals(149)--(149)

Depreciation(2,971)(670)(178)(3,819)

Modifications(413)--(413)

Effect of movement in exchange rates1405-145

Balance at 30 June 20207,0441,0983,30511,447

Additions-5872,7663,353

Modifications2,949131-3,080

Depreciation(3,493)(714)(301)(4,508)

Effect of movement in exchange rates(336)(1)-(337)

Balance at 30 June 20216,1641,1015,77013,035

Amounts recognised in the statement of comprehensive income

2021

30 June

2020

30 June

Interest on lease liabilities375421

Variable lease payments not included in the measurement of lease liabilities3,3734,101

Expenses relating to short-term leases887838

Expenses relating to leases of low-value assets, excluding short-term leases of

low-value assets

1538

Lease liabilities

As at 30 June 2021, the weighted average rate applied was 5.1% Total cash outflow for right of use leases for the year

ended 30 June 2021 was $4.4 million (2020: $4.1m).

Maturity analysis - contractual undiscounted cash flow

Non-cancellable lease rentals ae payable as follows:

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Less than 1 year

4,4364,820

Between one and five years4,4334,605

Greater than five years

3,6331,817

Total12,50211,242

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P24Comvita Financial Statements 2021- P25
15. CAPITAL COMMITMENTS

The total capital commitment is $2.0 million (2020: $3.1 million over 2 years) and will be paid over the

next year. The capital commitment relates to mānuka forest costs and other capital projects.

16. BIOLOGICAL ASSETS

Total

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Bees3,3053,370

Olive leaf509425

Total biological assets3,8143,795

Bees

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Balance at beginning of the year3,3703,542

Acquisition-665

Fair value increase-161

Net movement in operational hives(65)(998)

Balance at the end of the year3,3053,370

Number of operational hives

Balance at beginning of the year20,12522,628

Acquisition-5,000

Net movement in operational hives(458)(7,503)

Balance at the end of the year19,66720,125

The Group is exposed to some risks related to owning bees, primarily the risk of damage from climatic

changes and diseases. The Group has processes in place aimed at monitoring and mitigating those

risks, through hiring of experienced beekeepers, the intensive maintenance of beehives and disease

prevention programmes.

Fair value hierarchy

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

on observable market data (unobservable inputs).

As the beehives are continually regenerating the fair value assigned to a hive is on a $ per kg basis,

plus queen and brood. The value attributed to these quantities has been sourced from the Ministry of

Primary Industries. The value per hive is $141 (2020: $141).

17. INVESTMENTS (CONTINUED)

In thousands of New Zealand dollars

Note2021

30 June

2020

30 June

Equity accounted investees17a6,8416,261

Investment in unlisted shares88

Total investments6,8496,269

(a) Investments in Equity Accounted Investees comprises:

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal

Activity

Makino Station Limited “Makino”

New Zealand50%30 June

Apiary and land

ownership

Gan Supply JV Limited “Gan Supply”

New Zealand33%30 June

Restructure and Winding

up Agreement signed

4 June 2021

Putake Group Holdings Limited

“Putake”

New Zealand-30 June

Shareholding ceased

10 June 2021

Manuka Research Partnership Limited

New Zealand-30 June

Shareholding ceased

11 August 2020

Medibee Pty Limited “Medibee”

Australia50%30 June Apiary

Apiter S.A “Apiter”

Uruguay20%31 July

Manufacturing, selling

and distribution


Gan Supply

On 4 June 2021 Comvita signed a Restructure and Winding up Implementation Deed agreeing to sell Gan Supply’s

Property, Plant and Equipment to Nga Pi Honey at market value, cease trading from the date the assets are sold, and

enter into a new Supply Agreement.

Putake

On 10 June 2021 all shares in Putake were sold to Casa Base Trustees and $200,000 of loan to Putake already

provided for was forgiven.

Medibee

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

the loan facility, which is AUD $4,500,000 at balance date.

(b) Carrying value of Investments in Equity Accounted Investees

In thousands of New Zealand dollars

20212020

Balance at 1 July 6,2619,755

Share of profit/(loss)

992(174)

Dividends received

(363)-

Impairment

-(2,543)

Transfer share of loss to receivable

-(310)

Foreign exchange movements

(49)(467)

Balance at 30 June

6,8416,261

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P26Comvita Financial Statements 2021- P27
17. INVESTMENTS (CONTINUED)

(c) Loans to Equity Accounted Investees

In thousands of New Zealand dollars

20212020

Loan and interest receivable

Makino

4,1684,199

Apiter

863623

Gan Supply

-212

Balance at 30 June

5,0315,034

Medibee

As at 30 June 2021 there is a loan to Medibee of $2,469,000 which was fully impaired in the previous financial year.

Makino

Interest is accrued on the balance of loan at a rate of 5.34% p.a. (2020: 6.36%). Interest income for the year ended

30 June 2021 was $161,000 (2020: 192,000).

Apiter

The loan is denominated in USD. Interest is accrued on the balance of the loan at a rate of 3.5% p.a. (2020: 3.5%).

Interest income for the year ended 30 June 2021 was $19,000 (2020: $21,000).

All loans to equity accounted investees are repayable on demand.

(d) Transactions with Equity Accounted Investees

In thousands of New Zealand dollars

Sale of goods and servicesPurchases of goods and services

(including prepayments)

Transaction valueBalance due fromTransaction valueBalance owing to

2021

Makino 67

968239

Gan Supply 50

13,171-

Apiter 32

332,944-

2020

Kaimanawa616

-19-

Makino 92

-174-

Gan Supply 80

31,870-

Putake60

-18-

Apiter 19

232,598418

18. INVENTORY

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Raw materials60,76277,334

Work in progress1,049842

Finished goods39,19734,503

Total inventory101,008112,679

Inventory disposed of during the year ended 30 June 2021 has been recognised within cost of goods sold - $900,000

(2020: $827,000).

19. TRADE RECEIVABLES

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Gross receivable23,97118,331

Impairment(448)(605)

Total trade receivables23,52317,726

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

In thousands of New Zealand

dollars

Gross receivable

2021

Impairment

2021

Gross receivable

2020

Impairment

2020

Not past due18,499-11,388(162)

Past due 0-30 days2,929-2,296(69)

Past due 31-60 days569(68)3,269(254)

Past due 61-365 days1,974(380)1,319(87)

Past due > 365 days--59(33)

Total23,971(448)18,331(605)

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

being past due or avoid a possible past due status.

Credit risk

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

for trade receivables at the reporting date by geographic region was:

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Australia4,3392,085

China11,5847,288

New Zealand4,7215,322

United States996392

United Kingdom461529

Hong Kong456733

Other regions9661,377

Total23,52317,726

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P28Comvita Financial Statements 2021- P29
20. SUNDRY RECEIVABLES

In thousands of New Zealand dollars

Note2021

30 June

2020

30 June

Loans to equity accounted investees 17c5,0315,034

Loan receivable – related parties -567

Loan receivable – key management personnel 292,746450

Prepayments 4,3605,307

Other receivables1,326991

Total sundry receivables13,46312,349

21. EMPLOYEE BENEFITS

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Annual leave1,5671,598

Performance accrual 3,3481,796

Accrued wages and salaries599259

Total current employee benefits5,5143,653

Long service leave (non-current)539414

Total employee benefits6,0534,067

22. TRADE AND OTHER PAYABLES

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Trade creditors8,84310,449

Accruals9,79912,020

Contingent consideration – equity accounted investees164179

Due to Directors6359

Total trade and other payables18,86922,707

23. CAPITAL AND RESERVES

Ordinary and partly paid redeemable share capital

In thousands of shares

2021

30 June

2020

30 June

Note

On issue at beginning of the year69,78049,555

Share issue - Leader Share Purchase & Loan scheme27738-

Share issue - CEO-308

Acquisition of treasury stock(370)(217)

Supplier Partnership Group Share Scheme152134

Capital raise – Placement and Rights offer-20,000

Ordinary shares on issue at end of the year70,30069,780

Closing partly paid shares 276181,228

Total shares including part paid at end of the year70,91871,008

23. CAPITAL AND RESERVES (CONTINUED)

Treasury Stock

In thousands of shares

2021

30 June

2020

30 June

Treasury stock at beginning of the year2227

Acquired on market370217

Issued - Leader Share Purchase & Loan scheme(370)-

Issued – CEO-(308)

Supplier Partnership Group Share Scheme-(134)

Total treasury stock at end of the year22

Ordinary shares

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

dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares

rank equally with regard to the Company’s residual assets.

Translation reserve

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

of foreign operations.

Hedging reserve

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

hedged transactions that have not yet occurred.

Fair value reserve

The fair value reserve comprises the cumulative change in the fair value of Financial Assets designated as Fair Value

through Other Comprehensive Income.

Capital management

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

capital base so as to maintain investor, creditor and market confidence and to sustain future development of the

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

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

future development of the business.

The Board has an Employee Share Purchase Scheme, an Executive Employee Share Scheme, a Leader Share Purchase

and Loan scheme and a Performance Share Rights Scheme to ensure the employees hold an investment in the Group. The

Board also implemented a Supplier Group Share Scheme to assist in security of raw material honey supply.

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

capital requirements.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P30Comvita Financial Statements 2021- P31
24. EARNINGS PER SHARE

Basic earnings per share - weighted average number of ordinary shares

In thousands of shares

2021

30 June

2020

30 June

Issued ordinary shares at beginning of year69,78049,555

Effect of shares issued during the year(140)1,231

Weighted average number of ordinary shares at the end of the year69,64050,786

Basic earnings per share (NZ cents)13.61(19.10)

Diluted earnings per share - weighted average number of ordinary shares

(diluted)

In thousands of shares

Weighted average number of ordinary shares (basic)69,64050,786

Effect of share entitlements issued 107-

Weighted average number of diluted shares at end of the year69,74750,786

Diluted earnings per share (NZ cents)13.59(19.10)

25. LOANS AND BORROWINGS

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

Terms and debt repayment schedule

In thousands of New Zealand

dollars

Facility

Local

Currency

CurrencyNominal

Interest rate

MaturityCarrying

Amount

Carrying

Amount

20212020

Secured bank loan

– Westpac NZ

20,000NZD2.45%July 202220,00020,000

Multi option credit line

– Westpac NZ

60,000NZD1.75%July 202285012,200

Total borrowings80,00020,85032,200

Less current portion of

borrowings

--

Borrowings – non current20,85032,200

Covenants and security

The Group was in compliance with all banking covenants during the year and as at 30 June 2021. All debt with Westpac

New Zealand Limited is secured by way of registered first and exclusive Composite Debentures and a General Security

Agreement, cross collateralised, over all the assets, undertakings and uncalled capital of all Charging Group companies

and an interlocking supported guarantee between all Charging Group companies.

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

Pty Limited, Comvita Holdings UK Limited and Comvita UK Limited.

Net debt

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Cash16,26716,680

Less debt - non current(20,850)(32,200)

Net debt(4,583)(15,520)

25. LOANS AND BORROWINGS (CONTINUED)

Interest rate risk

At reporting date the interest rate profile of the Group’s interest-bearing financial instruments is the balances of the

loans above. The Group has a policy of ensuring that its exposure to interest rates for borrowings is managed. Interest

rate swaps have been entered into to achieve an appropriate mix of fixed and floating rate exposure with the Group’s

policy.

Sensitivity analysis

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

Over the longer-term, however, permanent changes in interest rates will have an impact on profit. At 30 June 2021 it

is estimated that a general increase of one percentage point in interest rates would decrease the Group’s profit before

income tax by approximately $129,000 (30 June 2020: $598,000).

Other Facilities

Overdraft schedule

In thousands of New Zealand dollars

Facility Local

Currency

CurrencyInterest rate

2021

Interest rate

2020

Overdraft facility NZD – Westpac NZ750NZD7.25%7.25%

Overdraft facility GBP – Westpac NZ1,650GBP7.25%7.25%

Overdraft facility YEN – Westpac NZ500JPY7.25%7.25%

The balance drawn on each of these at 30 June 2021 is nil (2020: nil).

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P32Comvita Financial Statements 2021- P33
26. RECONCILIATION OF THE PROFIT FOR THE PERIOD WITH THE NET CASH FROM

OPERATING ACTIVITIES

In thousands of New Zealand dollars

Note

2021

30 June

2020

30 June

Profit/(loss) for the period9,479(9,701)

Adjustments for:

Depreciation8,6708,748

Amortisation 131,6792,122

Share based payments471329

Supplier share scheme – inventory purchase487459

Fair value loss in biological assets 6(17)389

Net loss on fair value of derivatives -456

Wind-up of equity accounted investee-1,070

Share of (profit)/loss equity accounted investees 17b(992)174

Impairment – equity accounted associates-5,928

Profit adjusted for non-cash items19,7779,974

Items relating to investing activities:

Change in trade payables relating to investing activities(128)(209)

Gain on disposal of property, plant & equipment(222)(233)

Interest income(202)(264)

Bad debts50-

Movement in working capital items:

Change in inventories11,67119,513

Change in trade receivables(5,797)13,152

Change in sundry debtors and prepayments824128

Change in trade and other payables(3,837)(2,258)

Change in employee benefits1,986(420)

Change in tax payable924606

Change in deferred tax 602(2,413)

Change in working capital items from foreign currency translation

reserve

(831)1,084

Other movements:

Movement of deferred tax in equity328(768)

Prepayment to equity accounted investee-1,435

Foreign currency reserve(320)(30)

Net cash from operating activities24,82539,297

27. EMPLOYEE SHARE SCHEMES

(a) Leader Share Purchase & Loan scheme

On 25 March 2021 Comvita Limited established a Leader Share Purchase & Loan scheme (“LSPLS”) to retain key

employees and materially align the interests of participants with those of shareholders, by making loans available to

eligible employees for the acquisition of fully paid ordinary shares in Comvita. A summary of the key points of the LSPLS

are as follows:

• The term of the loans will be four years, i.e., delivery of the Comvita Five Year Plan.

• The loan is offered under full recourse conditions and is interest-bearing.

• Any dividends payable will be applied and offset against the loan balance.

• The loan balance must be repaid in full before the shares can be traded by the participant.

• In the event the employee leaves Comvita, the loan is immediately due and payable.

20212020

Employees in the LSPLS8-

Number of shares held738,012-

% of share capital1.04%-

A one-off share based payment expense of $259,000 was recognised in relation to this transaction, refer to note 29.

(b) Performance Share Rights scheme

On 31 July 2020, Comvita Limited implemented a Performance Share Rights (PSR’s) Scheme to incentivise Executives.

The PSR’s are subject to a vesting period of 3 years. Vesting is subject to continued employment and occurs in 3 tranches

(annually). Upon vesting of the PSR’s, shares will be transferred from treasury stock or new shares will be issued in

the capital of the Company on the terms and conditions described in the Comvita Limited Performance Share Rights

Scheme. The shares will be transferred or issued (as applicable) for no consideration and will be credited as fully paid up.

One PSR will convert into one ordinary share upon vesting and will rank equally with all other ordinary shares on issue.

PSRs do not entitle the holder to receive dividends or other distributions, or vote in respect of CVT ordinary shares.

Holders of PSRs cannot transfer or grant security interests over them.

Entitlements on issue at

In thousands

20212020

Number of

entitlements

Number of

entitlements

Entitlements outstanding at beginning of period – July--

Entitlements granted – 25 September 2020122-

Entitlements granted - 4 December 202025-

Entitlements outstanding at end of year147-

A share based payment expense is recognised over the vesting period of these PSRs. It is calculated based on the share

price at grant date, less the present value of estimated dividend payments during the vesting period.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P34Comvita Financial Statements 2021- P35
28. FINANCIAL INSTRUMENTS

Overview

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

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

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

these financial statements.

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

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

regularly to the Board of Directors on its activities.

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

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

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

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

obligations.

Credit risk

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

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

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

The majority of revenue is generated from retailers and consumers and there is some geographical concentration of credit risk in

China. In order to determine which customers are classified as having payment difficulties, the Group applies a mix of duration and

frequency of default. Trade receivables aging are monitored on a monthly basis and the Company does not require collateral in

respect of trade and other receivables, however Personal Guarantees are obtained where the Company considers it is appropriate.

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

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

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

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

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

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

Liquidity risk

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

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

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

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

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

Market risk

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

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

control market risk exposures within acceptable parameters while optimising return on risk. The Group buys and sells derivatives, and

also incurs financial liabilities in order to manage market risks. All transactions are carried out within the Treasury Policy guidelines set

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

Currency risk

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

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

Hong Kong Dollars, British Pounds, Euro and Chinese Yuan.

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

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

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

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

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

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

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

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

the Group entity and counterparty when appropriate.

Financial instruments are all level 2 on the fair value hierarchy, as they include inputs other than quoted prices included within level 1

that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). There have been no

transfers between levels in either direction during the period.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

27. EMPLOYEE SHARE SCHEMES (CONTINUED)

(c) Executive share scheme

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

ESS”). The ESS was designed to provide key employees with an opportunity to benefit from share price growth. There

will be no new entitlements issued and this scheme is in the process of winding down with the last hurdle date being

8 October 2022.

There are 30 (2020: 40) employees in the ESS. The number of entitlements at 30 June 2021 is 0.87% (30 June 2020: 1.7%)

of total shares.

Entitlements on issue at

In thousands

30 June 202130 June 2020

Number of

entitlements

Weighted

average

exercise price

Number of

entitlements

Weighted

average

exercise price

Entitlements outstanding at beginning of

year

1,2287.052,0287.59

Entitlements forfeited during the year(610)8.00(800)8.52

Entitlements outstanding at end of year6186.111,2287.05

Issue Date 30-Jun-178-Oct-18

Entitlements issued (number)582,500577,500

Entitlements on hand (at 30 June 2021)185,000432,500

Exercise price$5.60$6.33

Forecast share hurdles at 30 June 2021*$7.34 – $7.98$7.56 - $8.06


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

The $5.60 share entitlements did not meet their final share price hurdle at 30 June 2021 and therefore these

entitlements are forfeited and will be cancelled. There are no entitlements exercisable at the end of the year.

(d) Staff share scheme

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

to subscribe for ordinary shares in the Company from time to time. An interest free loan is advanced by the Company

not exceeding $2,340, repayable over three years.

20212020

Employees in the scheme3344

Number of shares held16,40525,184

Unallocated shares6,7165,513

% of share capital0.03%0.03%

Comvita Financial Statements 2021 - P36Comvita Financial Statements 2021- P37
28. FINANCIAL INSTRUMENTS (CONTINUED)

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Derivatives – liabilities (hedging instrument)(1,648)(714)

Total liabilities(1,648)(714)

Liquidity risk

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

In thousands of New Zealand

dollars

Stmt of

financial

position

Contractual

cash flows

6 months or

less

6-12 months1-2 years2-5 years

2021

Non-derivative financial liabilities

Secured bank loans (20,850)(21,355)(252)(252)(20,851)-

Trade and other payables(18,869)(18,869)(18,869)---

Total non-derivative liabilities(39,719)(40,224)(19,121)(252)(20,851)-

Derivatives

Inflow-43,73820,70118,5604,46413

Outflow(1,648)(45,537)(21,197)(19,350)(4,753)(237)

Total derivatives(1,648)(1,799)(496)(790)(289)(224)

2020

Non-derivative financial liabilities

Secured bank loans (32,200)(34,027)(456)(456)(912)(32,203)

Trade and other payables(22,707)(22,707)(22,707)---

Total non-derivative liabilities(54,907)(56,734)(23,163)(456)(912)(32,203)

Derivatives

Inflow-32,75719,19413,4864334

Outflow(714)(33,465)(18,949)(13,375)(616)(525)

Total derivatives(714)(708)245111(573)(491)

28. FINANCIAL INSTRUMENTS (CONTINUED)

Currency risk

In thousands of New Zealand dollars

Group

2021

RMBAUDGBPHKDUSDOther

Trade receivables11,5843,606473 4561,2841,074

Trade and other payables(3,415)(1,512)(675)(721)(1,402)(923)

Gross statement of financial position exposure8,1692,094(202)(265)(118)151

Forward exchange contracts (local currency)66,3002,1501,10022,30012,450269,000

2020

RMBAUDGBPHKDUSDOther

Trade receivables7,2881,8603837331,5861,589

Trade and other payables(1,293)(2,602)(438)(1,024)(1,993)(1,006)

Gross statement of financial position exposure5,995(742)(55)(291)(407)583

Forward exchange contracts (local currency)40,0006,75075012,0006,500126,000

Sensitivity analysis

A 10% strengthening and 10% weakening of the NZD against the following currencies at 30 June would

have changed the asset or liability values in the statement of financial position at 30 June through a

change in equity and the income statement by the amounts shown on the next page. This analysis

assumes that all other variables, in particular interest rates, remain constant. The analysis for 2021

assumes a 10 percent (30 June 2020: 10 percent) strengthening and weakening of the NZD.

2021202120202020

EquityIncome statementEquityIncome statement

+10%-10%+10%-10%+10%-10%+10%-10%

AUD210(257)--656(803)--

GBP198(242)--131(161)--

USD1,623(1,984)--916(1,119)--

HKD375(458)--218(266)--

RMB1,285(1,565)--783(355)--

JPY317(387)--166(202)--

Classification and Fair Values

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

ClassificationAsset or liability

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

other payables, loans and borrowings

FVOCIDerivatives

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P38Comvita Financial Statements 2021- P39
29. RELATED PARTIES

Transactions with key management personnel

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

Key management and director compensation comprised:

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Director fees (note 9)573550

Short term employee benefits4,7782,227

KiwiSaver employer contribution10069

Share based payments 69284

Total6,1432,930

Key management and director loans:

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Loan to CEO 450450

Loan to key management personnel – Leader Share Purchase & Loan

Scheme (note 27a)

2,296-

Total2,746450

At 30 June 2021 Directors and other key management personnel of the Company control 2.37% (2020: 3.72%) of the

voting shares of the Company.

29. RELATED PARTIES (CONTINUED)


Subsidiaries

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal Activity

Comvita New Zealand LimitedNew Zealand100%30 JuneManufacturing and

marketing

Medibee LimitedNew Zealand100%30 JuneNot trading

Comvita Taiwan LimitedNew Zealand100%30 JuneNot trading

Bee & Herbal New Zealand LimitedNew Zealand100%30 JuneIP ownership

Apimed Medical Honey LimitedNew Zealand100%30 JuneIP ownership

Comvita Landowner Share Scheme

Trustee Limited

New Zealand100%30 JuneApicultural land owner

share scheme

Kyoto Forests of New Zealand LimitedNew Zealand100%30 JuneNot trading

Comvita Share Scheme Trustee

Limited

New Zealand100%30 JuneExecutive employee

share scheme

Comvita USA, Inc USA100% 30 JuneSelling and distribution

Comvita Japan Company LimitedJapanManagement

control

30 JuneSelling and distribution

Comvita Korea Co Limited Korea100%30 JuneSelling and distribution

Comvita Food (China) LimitedChina100%31 DecemberSelling and distribution

Comvita China LimitedHong Kong100%30 JuneSelling and distribution

Comvita Holdings HK LimitedHong Kong100%30 JuneHolding Company

Greenlife (New Zealand) Product

Limited

Hong Kong100%30 JuneNot trading

Comvita HK LimitedHong Kong100%30 JuneSelling and distribution

Comvita Holdings Pty LimitedAustralia100%30 JuneHolding Company

Comvita Australia Pty Limited Australia100%30 JuneManufacturing, selling &

distribution

Olive Leaf Australia Pty LimitedAustralia100%30 JuneNot trading

Olive Products Australia Pty Limited Australia100%30 JuneProperty ownership

Comvita IP Pty LimitedAustralia100% 30 JuneIP ownership

Comvita Health Pty LimitedAustralia100%30 JuneNot trading

Medihoney Pty LimitedAustralia100%30 JuneNot trading

Medihoney (Europe) LimitedUnited Kingdom100%30 JuneNot trading

Comvita Holdings UK LimitedUnited Kingdom100%30 JuneHolding Company

Comvita UK LimitedUnited Kingdom100%30 JuneSelling and distribution

New Zealand Natural Foods LimitedUnited Kingdom100%30 JuneNot trading

Comvita Europe BVNetherlands100%30 June Selling and distribution

30. SUBSEQUENT EVENTS

Dividends

On 25 August 2021, the Directors approved the payment of a fully imputed final dividend of $2,812,000

(4 cents per share) to be paid on 7 October 2021. As the dividend was declared after balance date it has

not been recognised as a liability in these financial statements.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2021 - P40Comvita Financial Statements 2021- P41
31. SUPPLEMENTARY NON-GAAP INFORMATION - EBITDA

Earnings before interest, tax, depreciation, and amortisation ("EBITDA") 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.

In thousands of New Zealand dollars

2021

30 June

2020

30 June

Profit/(loss) before tax13,401(10,257)

Add back: net finance cost1,9954,123

EBIT15,396(6,134)

Add back: depreciation and amortisation10,12710,313

EBITDA25,5234,179

NOTES TO THE FINANCIAL STATEMENTS




Independent Auditor’s

Report

To the shareholders of Comvita Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated financial

statements of Comvita Limited (the ’C ompany’) and its

subsidiaries (the 'Group') on pages 3 to 40:

— Present fairly in all material respects the Group’s

financial position as at 30 June 2021 and its financial

performance and cash flows for the year ended on

that date; and

— Comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— The consolidated statement of financial position as

at 30 June 2021;

— The consolidated income statement, statements of

comprehensive income, changes in equity and cash

flows for the year then ended; and

— Notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

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

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

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for

Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code

of Ethics for Professional Accountants (including International Independence Standards) (‘IESBA Code’), and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

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

financial statements section of our report.

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

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

the business of the Group. These matters have not impaired our independence as auditor of the Group. The firm has no

other relationship with, or interest in, the Group.






Comvita Financial Statements 2021 - P42Comvita Financial Statements 2021- P43





Other information

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

statements and Annual Report. Other information includes the Director’s Declaration, Statutory Information and Company

Directory and the other information included in the Annual Report. Our opinion on the consolidated financial statements

does not cover any other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are required to report

that fact. The Annual Report is expected to be made available to us after the date of this Independent Auditor's Report and

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

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so

that we might state to the shareholders those matters we are required to state to them in the independent auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the shareholders as a body for our audit work, this independent auditor’s report, or any of the opinions

we have formed.

Responsibilities of the Directors for the consolidated financial

statements

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

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

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

and International Financial Reporting Standards;

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

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

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

concern and using the going concern basis of accounting unless they either intend to liquidate or to cease operations,

or have no realistic alternative but to do so.



















Key audit matters

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

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

to address those matters in order that the shareholders as a body may better understand the process by which we arrived

at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of our statutory audit

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

of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Impairment of Goodwill

Refer to the Notes 3(j)(ii) and 13.

The Group has $27.6m of goodwill

relating to three cash generating units

(CGU’s):

— Greater China;

— Apiaries; and

— Other.

The process of performing an

impairment assessment is inherently

judgemental as it involves the use of

unobservable, forward looking

assumptions and data.

The Group utilises value in use models

to determine the recoverable amount of

each CGU, which are then compared to

the CGU’s net assets. In relation to these

models, particular attention was

required of:

— Projected earnings before interest

and tax (EBIT);

— Post tax discount rates;

— Manuka honey yields and grade;

and

— Forecasted hive costs.

As disclosed in Note 13 of the financial

statements, the recoverable amounts of

each CGU have varying level of

sensitivity to the respective assumptions

applied by the Group.



Our audit procedures included the following, amongst others:

— We assessed Group’s determination of CGU’s based on our

understanding of the nature of the Group, their operations and the

internal reporting of the business;

— We assessed the value in use models (VIU) for each CGU considering the

methodology adopted in the discounted cash flow valuation models

against the requirements of the applicable financial reporting standards;

— We considered the consistency of assumptions in individual VIU models

with the overall Group 5 year strategic plan to ensure appropriate and

consistent cash flows reported. Analysed the future cash flow forecasts

used and determined whether they are reasonable based on the

implementation of the strategic plan and historical achievements;

— We utilised valuation specialists to challenge key judgements, which

included the post tax discount rates applied and terminal growth rates,

through comparison to market data and industry research;

— We performed sensitivity analysis on key cash flow forecast assumptions,

Manuka honey yields and grade, post tax discount rates and terminal

growth, to understand the impact of reasonable possible changes in key

assumptions in various scenarios;

— We performed testing to compare the calculated recoverable values to

the associated carrying amounts, and assessed whether any impairment

expense is to be recognised; and

— We considered and reviewed appropriateness, sufficiency and clarity of

required disclosures included in the Group financial statements.

The procedures performed did not identify any material adjustments to the

impairment expense recognised or the related disclosure.

Comvita Financial Statements 2021 - P44Comvita Financial Statements 2021- P45
Principal activity

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

Dividend

On 25 August 2021, the Directors approved the payment of a fully imputed final dividend of $2,812,000 (4 cents per

share) to be paid on 7 October 2021.

Directors’ remuneration for the year ended 30 June 2021

In thousands of New Zealand dollars

Fee

B Hewlett

129

L.N.E Bunt

88

S.J Kennedy

88

P Reid

67

B Major

67

C. Dayong

67

Z. Guangping

67

Total

573

The maximum total pool of annual Directors’ remuneration is $610,000, as approved by Shareholders in 2016.

INTERESTS REGISTER

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

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

B. Major

Chairman – Gibb Holdings (Nelson) Ltd

Chairman - High Value Nutrition National Science Challenge

Chairman - Go Global Avocado Primary Growth Partnership

Chairman – Armer Group Advisory Board

Deputy Chairman – Hautupua General Partner Ltd

Deputy Chairman – Miro Trading General Partner Ltd

Managing Director – Sinotearoa Ltd

Director – Comvita Limited

Director – BioVittoria Ltd

Director – BioVittoria Investments Ltd

Director – Dairy Holdings Limited

Member – Oriens Capital Investment Committee

P.R.T Reid

Chairman - Figured Limited

Chairman – Volpara Health Technologies Limited

Chairman – Virsae Group Limited

Director – Comvita Limited

Director – The Equant Company Limited

Director – Christchurch International Airport Limited

L.N.E Bunt

Chairman - Heat Treatments Limited

Director – Comvita Limited

S.J Kennedy

Director - Comvita Limited

Director – SJK Consulting Limited

Director – Lifestream International Limited

Director – Lanaco Limited

Director – Calocurb Ltd

Director – New Zealand Rural Land Co

Director – Final Mile Holdings Limited

B.D Hewlett

Chairman – Comvita Limited

Director – Quayside Holdings Limited

Director – Bluelab Corporation Limited

Director – Quayside Properties Limited

Director - Quayside Securities Limited

Director – Bluelab Holdings Limited

Z. Guangping

*


Director – Comvita Limited

C. Dayong

*


Director – Comvita Limited

Director – China Resources Ng Fung Limited

Director – China Resources Retail (Group) Company Limited

Director –Pacific Coffee (Holdings) Limited

Director –China Resources Snow Breweries Limited

Director – CRE Alliance Fund Management Company Limited

STATUTORY INFORM ATION






Auditor’s responsibilities for the audit of the consolidated financial statements

Our objective is:

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

material misstatement, whether due to fraud or error; and

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

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

NZ will always detect a material misstatement when it exists.

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

reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

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

External Reporting Board (XRB) website at:

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

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

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

For and on behalf of


KPMG

Tauranga

25 August 2021



* Mr Zhu Guangping and Mr Cheng Dayong are not considered independent as they are associated with substantial

product holders. Zhu Guangping is associated with Li Wang, the largest shareholder in the Company with a shareholding

greater than 5%. Cheng Dayong is associated with China Resources which also has a shareholding greater than 5%.

Comvita Financial Statements 2021 - P46Comvita Financial Statements 2021- P47
DIRECTORS OF GROUP COMPANIES OTHER THAN SHOWN ABOVE

CompaniesDirectors

Apimed Medical Honey LimitedD Banfield*

Bee & Herbal New Zealand LimitedD Banfield *

Comvita Australia Pty LimitedD Banfield*M Tobin

Comvita China LimitedD Banfield*G ZhuA Chen*

Comvita Food (China) LimitedD Banfield*A Chen*G Zhu

Comvita Health Pty LimitedD Banfield*M Tobin

Comvita HK LimitedD Banfield*A Chen*

Comvita Holdings HK LimitedD Banfield*A Chen*

Comvita Holdings Pty LimitedD Banfield*M Tobin

Comvita Holdings UK LimitedD Banfield*

Comvita IP Pty LimitedD Banfield*M Tobin

Comvita Japan K. K.D Banfield*R Shida*

Comvita Korea Co LimitedD Banfield*J Park*

Comvita Landowner Share Scheme Trustee

LimitedD Banfield*

Comvita New Zealand LimitedD Banfield*A Barr*

Comvita Share Scheme Trustee LimitedS KennedyL Bunt

Comvita Taiwan LimitedD Banfield*

Comvita UK LimitedD Banfield*

Comvita USA, IncD Banfield*A Barr*

Green Life (New Zealand) Product LimitedD Banfield*A Chen*

Kyoto Forests of New Zealand LimitedD Banfield*

Medibee LimitedD Banfield*

Medihoney Europe LtdD Banfield*

Medihoney Pty LtdD Banfield*M Tobin

New Zealand Natural Foods LimitedD Banfield*

Olive Leaf Australia Pty LimitedD Banfield*M Tobin

Olive Products Australia Pty LimitedD Banfield*M Tobin

Comvita Europe B.VD Banfield*N Browne*

* denotes an executive of a Group Company

DIRECTORS OF GROUP COMPANIES (CONTINUED)

Share Dealings of Directors - beneficial

Director

Number of

Shares Sold

Value of

Shares Sold

Number of Shares

Purchased

Value of Shares

Purchased

S.J Kennedy(90)(281)--

B.D Hewlett (41)(134)--

Directors Shareholding

Directors, or entities associated with directors, held the following shareholding in Comvita Limited at 30 June 2021:

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

S.J Kennedy

Beneficial

S.J Kennedy12,865--12,865

Custodial start scheme10,117(90)-10,027

Total22,982(90)-22,892

L.N.E Bunt

L.N.E Bunt and G.E Bunt26,510-43,49070,000

The Bunt Family Trust43,490(43,490)--

Total70,000(43,490)43,49070,000

P.R.T Reid

Beneficial

Craigs KiwiSaver Scheme Account59,314--59,314

Total59,314--59,314

B. Major

Beneficial

Ms S A Parkinson & Mr R M Major27,952--27,952

Total27,952--27,952

B.D Hewlett

Beneficial

Brett Donald Hewlett65,290--65,290

YRW Trustees 2005 Limited319,389-13,247332,636

Brett Donald Hewlett – Start Scheme13,287(13,287)--

Total397,966(13,287)13,247397,926

Beneficial 578,214(56,867)56,737 578,084

Non-beneficial----

Total578,214(56,867)56,737 578,084


STATUTORY INFORM ATIONSTATUTORY INFORM ATION

Comvita Financial Statements 2021 - P48Comvita Financial Statements 2021- P49
Directors Indemnity and Insurance

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

parties (except the Company or a related party of the Company) that may arise from their positions as Directors. The

insurance does not cover liabilities arising from criminal actions. The Company has not been required to indemnify its

Directors for any liabilities during the year.

Employees’ remuneration

During the 12-month period to 30 June 2021 the following numbers of employees received remuneration of at least

$100,000.

Number of employees

$100,000 to $110,00011

$110,000 to $120,00012

$120,000 to $130,0009

$130,000 to $140,0006

$140,000 to $150,0008

$150,000 to $160,0004

$160,000 to $170,0005

$170,000 to $180,0005

$180,000 to $190,0002

$190,000 to $200,0002

$200,000 to $210,0001

$210,000 to $220,0005

$230,000 to $240,0001

$240,000 to $250,0003

$280,000 to $290,0001

$380,000 to $390,0001

$400,000 to $410,0001

$430,000 to $440,0001

$480,000 to $490,0001

$510,000 to $520,0002

$680,000 to $690,0001

$840,000 to $850,0001

Note: these bands are New Zealand dollar equivalents and reflect the impact of fluctuations in the foreign exchange

rates for remuneration of overseas based employees. The figures include bonus provisions made during the year which

may have not been paid at period end. It does not include any remuneration or benefit relating to share schemes.

Donations

During the period the Group made cash donations of $5,000 (2020: $6,000). The Company also made donations of

products to charitable organisations.

SHAREHOLDER ANALYSIS

Analysis of shareholder by size as at 1 August 2021

Category

No of shareholdersShares heldPercentage of

shareholders

Percentage of

shares

Up to 1,000 shares1,211605,73136.46%0.86%

1,001 – 5,000 shares1,3293,364,08940.02%4.79%

5,001 – 10,000 shares3632,673,93210.93%3.80%

10,001 – 100,000 shares3699,476,55311.11%13.48%

100,001 shares or more4954,179,5601.48%77.07%

Total3,321*70,299,865100%100%

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

Top 20 shareholders as at 1 August 2021

ShareholderShares heldPercentage of

shares

Li Wang 8,552,736 12.17%

Custodial Services Limited 5,152,828 7.33%

China Resources Ng Fung Limited 4,582,000 6.52%

National Nominees New Zealand Limited 4,491,963 6.39%

Kauri NZ Investments Limited 3,558,077 5.06%

Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 2,322,550 3.30%

Accident Compensation Corporation 1,976,500 2.81%

Junxian Li 1,856,304 2.64%

Forsyth Barr Custodians Limited 1,804,692 2.57%

Bnp Paribas Nominees NZ Limited Bpss40 1,487,634 2.12%

Pt Booster Investments Nominees Limited 1,475,049 2.10%

Li Sun 1,410,000 2.01%

Robert Bertram Tait & Jane Gibbons Tait & Ian James Craig 1,259,553 1.79%

Maori Investments Limited 1,000,000 1.42%

JBWERE (Nz) Nominees Limited 995,699 1.42%

New Zealand Depository Nominee 801,283 1.14%

Kevin Glen Douglas & Michelle Mckenney Douglas 753,655 1.07%

Citibank Nominees (Nz) Ltd 749,709 1.07%

Masfen Securities Limited 734,010 1.04%

HSBC Nominees (New Zealand) Limited 641,648 0.91%

Other 24,693,975

35.13%

Total Ordinary Shares*69,299,865100.00%

* does not include 617,500 partly paid redeemable share entitlements as detailed in Note 27 to the annual accounts

STATUTORY INFORM ATIONSTATUTORY INFORM ATION

Comvita Financial Statements 2021 - P50
DIRECTORS

Comvita Board Of Directors

Lucas (Luke) Nicholas Elias Bunt

Sarah Jane Kennedy

Paul Robert Thomas Reid

Brett Donald Hewlett

Robert Malcolm Major

Guangping Zhu


Dayong Cheng

REGISTERED OFFICE

Comvita Limited

23 Wilson Road South, Paengaroa

Private Bag 1, Te Puke 3153

Bay of Plenty, New Zealand

Phone +64 7 533 1426

Fax +64 7 533 1118

Freephone 0800 504 959

Email investor-relations@comvita.com

www.comvita.com


BANKERS

Westpac Banking Corporation

Level 8

16 Takutai Square

PO Box 934

Auckland 1140

AUDITORS

KPMG Tauranga

Level 2

247 Cameron Road

PO Box 110

Tauranga 3140

SOLICITORS

Sharp Tudhope

Level 4

152 Devonport Road

Private Bag TG12020

Tauranga 3110

SHARE REGISTRY

Link Market Services Limited

Level 30

PwC Tower

15 Customs Street West

Auckland 1010

Substantial security holders as at 1 August 2021

ShareholderShares heldPercentage of shares

Li Wang

8,552,73612.17%

China Resources Ng Fung Limited

4,582,0006.52%

Milford Asset Management Limited

4,491,9636.39%

Kauri NZ Investments Limited

3,558,0775.06%

DIRECTORYSTATUTORY INFORM ATION

NORTH AMERICA

Comvita USA Inc.

Comvita USA Inc.,

506 Chapala Street

Santa Barbara, CA 93101 | USA

Phone +1 855 449 2201

usacustomerservice@comvita.com

UNITED KINGDOM

Comvita UK Limited

2nd Floor, 47a High Street

Maidenhead, SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

HONG KONG

Comvita Hong Kong Limited

Room 1320 – 1322 Leighton Centre

77 Leighton Road

Causeway Bay | Hong Kong

Phone +852 2562 2335

cs@comvita.com.hk

JAPAN

Comvita Japan Company Limited

Sangenjaya Horisho Bld 4F

1-12-39 Taishido, Setagaya-Ku

Tokyo 154-0004 | Japan

Phone +81 3 6805 4780

info@comvita-jpn.com

KOREA

Comvita Korea Co Limited

18F Gwanghwamun Building,

149 Sejong-daero, Jongno-gu,

Seoul(03186) | Korea

Phone +82 2 2631 0041

service.korea@comvita.com

AUSTRALIA

Comvita Australia Pty Limited

10 Edmondstone Street

South Brisbane

Queensland 4101 | Australia

Phone +61 7 3845 1400

Freephone 1800 466 392

Customer Service 1300 653 436

info@comvita.com.au

CHINA

Comvita Food (China) Limited

2501 - 2502, Block A

Xinhao E Du, No 7018

Caitian Road, Furtian District

Shenzhen | China

Phone +86 755 8366 1958

comvita@comvita.com.cn

EUROPE

Comvita Europe B.V.

Professor J.H. Bavincklaan 7

1183 AT Amstelveen

Netherlands

Phone +31682065359

info.europe@comvita.com

Comvita Financial Statements 2020- P52
FOR THE YEAR ENDED 30 JUNE 2021

COMVITA LIMITED

Image TBC

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