Notice of Annual Meeting

COMVITA LIMITED NOTICE OF ANNUAL MEETING 2021
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at 10:30am
on Wednesday 20 October 2021 as a Virtual Meeting. Information about how to join the Virtual Meeting online are
provided at the completion of this Notice.
THE NATURE OF THE BUSINESS TO BE TRANSACTED AT THE MEETING IS:
A.

Apologies and Chairman’s Introduction
B.

CEO Address
C.

Reports and Financial Statements
To receive and consider the Annual Report, including the audited Financial Statements of the Company, for the
year ended 30 June 2021.
D.

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

“That the meeting record the re-appointment of KPMG as the auditors of the Company for the current
financial year ending 30 June 2022 pursuant to section 207T of the Companies Act 1993, and authorise the
Board to fix KPMG’s remuneration.”
E.

Director’s Elections (Resolution 2 - 5)
To consider, and if thought fit to pass, the following ordinary resolutions:
2.

“That Luke Bunt, who retires by rotation and is eligible for re-election, be re-elected as a Director of the
Company.”
3.

“That Yawen Wu (China Resources) be elected as a Director by shareholders.”
4.

“That Bridget Coates be elected as a Director by shareholders.”
5.

“That David Banfield be elected as a Director by shareholders.”
Please see explanatory notes for further information on these elections.
F.

General Business
Proxies
Shareholders are entitled to appoint a proxy to attend online and vote at the meeting. A proxy does not need to
be a shareholder. If you appoint a proxy you may either direct your proxy how to vote for you or you may give
your proxy discretion to vote as he or she sees fit. If you do not tick a box for any particular resolution your proxy
may vote as he or she sees fit. A shareholder wishing to appoint a proxy can do so online in accordance with the
instructions set out in the Proxy Form, or complete the accompanying Proxy form and return it to Link Market
Services, no later than 10:30am on Monday 18 October 2021.
Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the meeting on its behalf in the same
manner as that in which it could appoint a proxy.
Signed by:

Brett Hewlett
Chairman
On behalf of the Board of Directors
20 September 2021

EXPLANATORY NOTES
An ordinary resolution where referred to means a resolution of shareholders of the Company which is approved by
more than 50% of shareholders of the Company entitled to vote and voting on the resolution. All resolutions for
consideration at the annual meeting are ordinary resolutions.
Voting on all resolutions put before the meeting will be by poll.
None of the resolutions presented at the meeting are subject to any voting restrictions.
A copy of the Company’s current Constitution can be viewed online at the Companies Office website
www.business.govt.nz/companies and at the Company’s registered office, 23 Wilson Road South, Paengaroa, free of
charge. A copy of the Main Board Listing Rules can be viewed on NZX Limited’s website at www.nzx.com.
RESOLUTION 1
KPMG is automatically appointed as the auditor of the Company under section 207T of the Companies Act 1993.
Section 207S of the Companies Act provides that if the auditor is appointed at a meeting of the Company the fees and
expenses of the auditor must be fixed by the Company at the meeting or in the manner that the Company determines
at the meeting. Resolution 1 accordingly authorises the directors of the Company to fix the fees and expenses of the
auditor for the financial year ending 30 June 2022.
RESOLUTION 2 - 5
In accordance with clause 26.1 of the Company’s Constitution, the Board has fixed the number of directors at eight. At
this Annual Meeting there will be elections for four directors.
One of the eight Directors (Luke Bunt) is standing down by rotation in accordance with clause 28.1 of the Company’s
Constitution and offers himself for re-election. The Board considers that Mr Bunt qualifies as an independent
director. In accordance with the NZX Main Board Listing Rules the Company’s Constitution, Luke is the only director
required to stand down by rotation at this meeting.
Yawen Wu was appointed by the Board on 13
th
September. In accordance with Clause 28.3 of the Company’s
Constitution, the shareholders are now asked to formally elect Ms Wu as a Director. Ms Wu is associated with China
Resources Enterprise Limited, the third largest Shareholder in the Company with a shareholding of greater than 5%.
Ms Wu therefore does not qualify as an independent director. Ms Wu is replacing Mr Dayong, who resigned from the
Board on 13
th
September, and has appointed Qiang Sun as an alternate Director.
Bridget Coates was appointed by the Board on 13
th
September, with a start date of 1 October. In accordance with
Clause 28.3 of the Company’s Constitution, the shareholders are now asked to formally elect Ms Coates as a director.
The Board considers that Ms Coates qualifies as an independent director.
David Banfield was appointed by the Board on 13
th
September. In accordance with Clause 28.3 of the Company’s
Constitution, the shareholders are now asked to formally elect Mr Banfield as a director. Mr Banfield holds the
position of Chief Executive Officer of Comvita Limited, therefore he does not qualify as an independent director.
The Board unanimously endorses all four of the director nominations for appointment to the Board.
A brief biographical note of the persons seeking re-election/election as directors is set out below.

Luke Bunt
A professional director and consultant, Luke has over 30 years’ experience in
manufacturing, wholesaling and retailing in both durable goods and FMCG
and has considerable experience in financial services and property. He has
held senior executive positions in a number of well-known New Zealand
corporates, both public and private. This includes ten years with The
Warehouse Group where he was Chief Financial Officer and Head of Property,
and 10 years with the DB Group where he was Group General Manager
Finance and Planning. Luke is a member of the NZ Institute of Chartered
Accountants. He joined the Comvita board in July 2014.


Yawen Wu
Ms Wu joined China Resources in April 2012 as Business Director of Strategy
Department of China Resources (Holdings) Limited, and she joined China
Resources Enterprise (CRE) as head of Asset Management Division in July
2021. Ms Wu also works as CEO of China Resources Verlinvest Health
Investment Co, Ltd since 2019. Ms Wu previously leads international M&A
transactions and post-investment management at CR group level, and she
has over ten-years experience in investment, strategic planning and
management with industries across consumer goods, healthcare and real
estate.

Ms Wu is currently a member of the board of directors and a member of a few
board sub-committees of companies including Oatly Group AB (OTLY.US), Genesis Care Pty Limited, and a number of
domestic companies that CR group has invested in mainland China. Ms Wu holds a Master of Science degree in
International Business from University of Nottingham in United Kingdom.


Bridget Coates
Bridget Coates is Chair of Toitū Tahua: Centre for Sustainable Finance, Chair
of Fonterra’s Sustainability Advisory Panel to the Board and Chair of Koi Tu (a
think tank, based at the University of Auckland). She is also Chairperson of the
Real Estate Institute of New Zealand, Director of Yealands Wine Group,
Director of Northern Rescue Helicopter Ltd. and Director and Trustee of
Mindful Money, a charity with a focus on encouraging responsible investment.

She has been a Governor of the NZ Superannuation Fund and a Director of the
Reserve Bank of New Zealand. Bridget has also been a Director of public
companies, Sky City Limited and Fisher & Paykel Appliances Holdings Limited,
and a Director of Tegel Group Holdings Ltd. She was formerly CEO of Carter Holt Harvey Plastic Products and Director
of Research for CS First Boston NZ Ltd as well as being a Member of the University of Auckland Council.

She holds degrees in arts, economics and finance from the University of Auckland and also holds the Chartered
Financial Analyst qualification: she is a Chartered Member of New Zealand Institute of Directors.

David Banfield
David joined Comvita in January 2020 as Chief Executive Officer.
An entrepreneurial International Managing Director/CEO with significant
experience leading both private and public sector business with revenues up
to €300 Million. First-hand experience in Acquisition, eCommerce, Direct to
Consumer, Global Retail (Brand and Private label), B2B, B2C Manufacturing
and Supply Chain across four continents. Results delivered through deep
cultural understanding and motivation and development of multicultural
International teams. David has led a significant transformation at Comvita
over the last 20 months with the turnaround in performance reflected in the
strong FY21 audited results.


Virtual Meeting Information

Shareholders (and appointed proxies) will only be able to attend and participate in this year’s Annual Meeting virtually
via an online platform provided by our share registrar, Link Market Services at www.virtualmeeting.co.nz/cvt21.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will be able to vote and
ask questions during the Annual Meeting. If you attend the Annual Meeting online, you will require your CSN/Holder
Number for verification purposes.
More information regarding virtual attendance at the Annual Meeting (including how to vote and ask questions virtually
during the meeting) is available in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf
Comvita strongly recommends that shareholder who wish to participate in the Meeting virtually review the Virtual
Annual Meeting Online Portal Guide in advance of the Meeting and log in to the online portal at least 15 minutes prior to
the scheduled start time for the Meeting.

---

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


Deliver: Link Market Services Limited,
Level 30, PwC Tower,
15 Customs Street West, Auckland
1010, New Zealand
Mail: Use the enclosed reply paid
envelope or address to:
Link Market Services Limited, PO Box
91976, Auckland 1142, New Zealand
Scan this QR code with your smartphone and vote online


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

PROXY FORM/ADMISSION CARD FOR COMVITA LIMITED’S 2021 ANNUAL MEETING
The Annual Meeting of Comvita Limited will be held online on Wednesday 20 October 2021 commencing at 10:30am (NZT) via the Link Market
Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/cvt21. Shareholders cannot attend the meeting in person. To attend online via
the virtual meeting platform, you will require your CSN/Holder Number for verification purposes.
If you do not propose to attend the Meeting online but wish to be represented by proxy, please complete and return this form (in accordance with the
lodgement instructions above) to Comvita’s share registry, Link Market Services, by no later than 10:30am on Monday, 18 October 2021. You can also
appoint your proxy and vote on the resolutions on the reverse of this form or online by going to https://investorcentre.linkmarketservices.co.nz/voting/CVT
or by scanning the QR code above with your smartphone.

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

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

Appointing the Chairman of the meeting or a Director as your proxy
If you expressly appoint the Chairman of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution,
you acknowledge that they will exercise your vote in favour of resolutions 1 to 5.

Attending the meeting
The 2021 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/cvt21. If you will be attending online, you will
require your Holder Number for verification purposes.
A corporation may appoint a person to attend online and vote at the Meeting as its representative in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either joint shareholder (or their duly authorised attorney) may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).


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

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

Or ________________________________________ (name) _________________________________________________________(e-mail address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules) at the Annual Meeting of Comvita
Limited to be held on Wednesday, 20 October 2021, at 10:30am, via an online platform at www.virtualmeeting.co.nz/cvt21, and at any adjournment of
that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS .
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If no box is ticked for an item, your proxy may vote as he/she sees fit.
No voting restrictions apply in respect of the resolutions outlined below.

RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
For Against Abstain Proxy
Discretion
1.
That the meeting record the re-appointment of KPMG as the auditors of the Company for the
current financial year ending 30 June 2022 pursuant to section 207T of the Companies Act
1993, and authorise the Board to fix KPMG’s remuneration.
  
2.

That Luke Bunt, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
  
3.
That Yawen Wu (China Resources) be elected as a Director by shareholders.
 
4.

That Bridget Coates be elected as a Director by shareholders.
 
5.

That David Banfield be elected as a Director by shareholders.
 

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

STEP 3: SHAREHOLDER QUESTIONS .
Shareholders present at the Annual Meeting (via the virtual annual meeting) will have the opportunity to ask questions during the meeting. If you cannot
attend the Annual Meeting but would like to ask a question you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/CVT after completing the online validation process or complete the question section below and
return to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted by 10:30am, Monday, 18 October 2021.
Question :


STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed .
Shareholder 1 Shareholder 2 Shareholder 3

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

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