Notice of Annual Meeting

COMVITA LIMITED NOTICE OF ANNUAL MEETING 2022
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at 10:30am
on Thursday 29 September 2022 as a Virtual Meeting. Information about how to join the Virtual Meeting online are
provided at the end 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 2022.
The Company’s Annual Report and Financial Statements are available to view at www.comvita.co.nz/investor
D.

Ordinary Resolutions
Please see explanatory notes at the end of this Notice of Meeting for further details.
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 2023 pursuant to section 207T of the Companies Act 1993, and authorise the
Board to fix KPMG’s remuneration.”
Director’s Elections (Resolution 2 - 4)
To consider, and if thought fit to pass, the following ordinary resolutions:
2.

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

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

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

Special Resolution
Please see explanatory notes at the end of this Notice of Meeting for further details.
Revocation and adoption of Comvita Constitution (Resolution 5)
To consider, and if thought fit to pass, the following special resolution:
5.

“That the existing Constitution of Comvita Limited be revoked and the Constitution tabled at the Annual
Meeting, and referred to in the explanatory notes to the Notice of Meeting, be adopted with effect from the
close of the Annual Meeting”
F.

General Business

Signed by:

Brett Hewlett
Chairman
On behalf of the Board of Directors
2 September 2022

EXPLANATORY NOTES
A copy of the Company’s current Constitution can be viewed online on the Company’s website
www.comvita.co.nz/investor, or may be obtained on request by emailing investor.relations@comvita.com

A copy of the NZX Main Board Listing Rules can be viewed on NZX Limited’s website at www.nzx.com.
Entitlement to vote
All Comvita shareholders as at 5pm 27 September 2022 are entitled to vote on the resolutions at this Annual Meeting.
Shareholders may vote online or by proxy or corporate representative, as set out in more detail below.
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 attached or
-

Notice in writing – by completing the accompanying Proxy Form attached and return it to Link Market
Services per the instructions on the form.

For an appointment of a proxy to be valid it must be received in accordance with the instructions as outlined in the
Proxy Form no later than
10:30am on Tuesday 27 September 2022.
If the Proxy Form is completed 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, and
will vote in accordance with the express directions of the shareholder. If a shareholder returns this Proxy Form
without voting instructions and does not specify a person as his/her proxy, no vote will be exercised in respect of
his/her shareholding.

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.
Resolution Requirements
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. Resolutions 1-4 for
consideration at the Annual Meeting are ordinary resolutions.
A special resolution where referred to means a resolution of shareholders of the Company which is approved by a
majority of 75% of the votes of those shareholders of the Company entitled to vote and voting on the resolution.
Resolution 5 is a special resolution.
Voting on all resolutions put before the meeting will be by poll.
No persons are restricted from voting on, or acting as a discretionary proxy in relation to, any of the resolutions
referred to in this Notice of Meeting


RESOLUTION 1 – Auditor’s Appointment and Remuneration
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 2023.
RESOLUTIONS 2 TO 4 – Re-election of Directors
Under clause 26.1 of the Company’s Constitution, the Board shall fix the number of Directors of the Company,
provided that number is not more than 10 or less than three. The Board has fixed the number of directors at eight. At
this Annual Meeting there will be elections for three directors.
Under NZX Listing Rule 2.7.1 and clause 28.1 of the Company’s Constitution, a Director of the Company must not hold
office (without re-election) past the third annual meeting following the Director’s appointment or three years,
whichever is the longer. Robert Major, Mr Zhu Guangping and Sarah Kennedy are standing down by rotation in
accordance with clause 28.1 of the Company’s Constitution and NXZ Listing Rule 2.7.1 and being eligible, offer
themselves for re-election by shareholders.

Previously Sarah Kennedy indicated she would retire from the Board at this Annual Meeting but has since agreed to
stand again as a Director of the Company and, if re-elected will remain on the Board on the understanding that she
will stand down as a Director at the end of February 2023. Upon Sarah retiring in February the Board intends to
appoint a new director to the Board in accordance with clause 26.3 of the Company’s Constitution. The Board have
already identified the new director to be appointed and are currently finalising details related to their future
appointment.
The Board considers that Robert Major and Sarah Kennedy qualify as independent directors. The Board considers that
Zhu Guangping is not an independent director as he is associated with a substantial product holder. Zhu Guangping is
associated with Li Wang, the largest shareholder in the Company with a shareholding of greater than 5%.
The Board unanimously endorses all three of the director nominations for appointment to the Board. A brief
biographical note of each of the persons seeking re-election as directors is set out below.

Robert Major

Bob Major spent the majority of his career in various roles within the New Zealand dairy
industry, working for Fonterra, the New Zealand Dairy Board & the New Zealand Dairy
Research Institute. He has held global leadership roles for Fonterra in strategy, mergers
& acquisitions, ingredients sales & marketing & innovation. He has held regional
leadership roles in the Middle East, Hong Kong & China, & was on the senior leadership
team of both the New Zealand Dairy Board & Fonterra. Bob is Chairman of Gibbs
Holdings (Nelson) Ltd & a director of BioVittoria & Miro Berries. He Chairs High Value
Nutrition, one of the National Science Challenges, the Avocado Primary Growth
Partnership & is a member of the Oriens Capital Investment Committee. Bob is a past
Chair of The Mud House Wine Group & has been a director of Westland Milk Products,
Sealord Group, Kiwirail & Barker Fruit Processors. Bob is a Chartered Fellow of the New Zealand Institute of Directors
& joined the Comvita Board in September 2019 and is a member of the Safety and Performance Committee.

Zhu Guangping

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

Sarah Kennedy
Sarah is the CEO of Calocurb Ltd, a New Zealand owned company commercialised from
extensive research performed by Plant and Food Research. The wellness products are
currently sold direct to consumer in over 10 countries. Prior to this she was the CEO of
Designer Textiles International. From 2011 to 2014, Sarah was with Fonterra and held
roles as Vice President International Farming based in China, Managing Director of
Dairy Nutrition and Managing Director of RD1 - Fonterra's chain of rural retail stores.
Prior to that, Sarah had 10 years as Managing Director of Healtheries/Vitaco NZ Limited
and during this time she handled the sales and distribution role for Comvita in NZ.
Sarah joined Comvita as a Director in July 2015 and is Chair of the Safety & Performance
Committee.


RESOLUTION 5 – Revocation and adoption of Comvita Constitution
Comvita is in the process of obtaining B Corp accreditation. This would involve being certified by the non-profit
organisation B Lab (or one of its international affiliates) as meeting high standards of social and environmental
performance, public transparency and legal accountability. Further information about B Corp certification can be
obtained at https://bcorporation.com.au/

The proposed new Constitution is the same form as the existing Constitution but with the following key changes:

a. To ensure we meet the requirements to gain B Corp accreditation the proposed new Constitution includes the
following clauses:
• a purpose clause that states the purpose of the Company is to deliver returns to shareholders whilst having
an overall positive impact on society and the environment; and

• a stakeholder clause that requires the Board when discharging their duties to consider, in addition to the
interests of shareholders, other factors and a wider range of stakeholders (such as the interests of the
Company’s employees, the need to foster business relationships with suppliers and customers, and the
impact of the Company’s operations on the community and the environment)

b. The proposed new Constitution also makes it clear that the Company may do anything that the Listing Rules
permits it to do, despite any other provision in the Constitution. This would provide flexibility should the Listing
Rules change in the future, without having to amend the Constitution.

Pursuant to section 32 of the Companies Act 1993, the revocation of the existing Constitution and adoption of the
proposed new Constitution must be approved by a special resolution of shareholders.

The changes proposed to the Company’s Constitution do not impose or remove a restriction on the activities of the
Company or affect the rights attaching to shares, and accordingly no rights arise under section 110 of the Companies
Act 1993.

A summary of the proposed amendments to the Company’s Constitution are outlined in the table below. A copy of
the proposed new Constitution marked up to show the changes from the existing Constitution has been prepared and
is available on the Company’s website at: www.comvita.co.nz/investor, or may be obtained on request by emailing
info@comvita.com. A copy will also be available for viewing at the Annual Meeting.

The Board unanimously recommends shareholders vote in favour of revoking the existing Constitution and adopting
the proposed new Constitution

SUMMARY OF KEY CHANGES TO THE CONSTITUTION

CLAUSE SUBJECT
MATTER
PROPOSED CHANGE (as underlined)
4 Incorporation
of Listing
Rules While
Listed
The proposed changes to clause 4 below make it clear that the Company may do
anything that the Listing Rules permits it to do, notwithstanding any other provision in
the Constitution. The intention of these amendments is to provide flexibility should the
Listing Rules change in the future, without having to amend the constitution.
Changes to clause 4
4.1 Notwithstanding any other provisions contained in this Constitution, but subject
to all applicable law, the Company may do anything permitted by the Rules for so long as
the Company is listed, provided that:
(a) this Constitution is deemed to incorporate all provisions of the Rules required
under the Rules to be contained or incorporated by reference in this Constitution, as
those provisions apply from time to time (and as modified by any Ruling relevant to the
Company);
(b) if the Rules are changed so that any act or omission by the Company, which was
formerly prohibited by the Rules, is subsequently required or permitted by the change,
the act or omission is deemed to be authorised by this Constitution with effect from the
date of the change;
(c) shareholders must not cast a vote if prohibited from doing so by the Rules;
(d) Directors must not cast a vote if prohibited from doing so by the Rules.
8 Purpose
Statement
New clause 8 inserted which is a requirement for B Corporation accreditation.

8. Purpose statement

8.1 The purpose of the Company is to deliver returns to shareholders whilst having
an overall positive impact on society and the environment.
9 Stakeholder
considerations
New clause 9 inserted which is a requirement for B Corporation accreditation.

9. Stakeholder considerations

9.1 In discharging their duties under this Constitution, the Act, and general law, the
Directors:
(a) will include in their consideration the following factors:
(i) the likely consequences of any decision or act of the Company in the long term;
(ii) the interests of the Company’s employees;
(iii) the need to foster the Company’s business relationships with suppliers,
customers and others;
(iv) the impact of the Company’s operations on the community and the
environment;
(v) the desirability of the Company maintaining a reputation for high standards of
business conduct;
(vi) the interests of the shareholders of the Company; and
(vii) the ability of the Company to create an overall positive impact on society and
the environment; and
(b) need not give priority to a particular factor referred to in clause 9.1(a) over any
other factor (included in clause 9.1(a) or otherwise).

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/cvt22.
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 shareholders who wish to participate in the Annual Meeting virtually review the
Virtual Annual Meeting Online Portal Guide in advance of the Annual Meeting and log in to the online portal at least 15
minutes prior to the scheduled start time for the Annual 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 2022 ANNUAL MEETING
The Annual Meeting of Comvita Limited will be held online on Thursday 29 September 2022 commencing at 10:30am (NZT) via the Link Market
Services Virtual Meeting platform atwww.virtualmeeting.co.nz/cvt22. 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 Tuesday, 27 September 2022. 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. Shareholders can still attend the
Meeting even if a proxy has been appointed.

Appointment of proxy
The Chair 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 Chair of the Meeting
as your proxy simply tick the box allocated next to “The Chair 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 completed by a shareholder with voting instructions included, but without specifying a person that is appointed as proxy, the Chair of
the Meeting is deemed to be the proxy for the purpose of that form and will vote in accordance with the express directions of the shareholder. If a
shareholder returns this Proxy Form without voting instructions and does not specify a person as his/her proxy, no vote will be exercised in respect of
his/her shareholding.

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 Chair of the Meeting or a Director as your proxy
If you expressly appoint the Chair 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 2022 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/cvt22 . 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 Chair 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 Thursday, 2 9 September 2022, at 10:30am, via an online platform at www.virtualmeeting.co.nz/cvt22 , 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 persons are restricted from voting on, or acting as a discretionary proxy in relation to, any 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 2023 pursuant to section 207T of the Companies Act
1993, and authorise the Board to fix KPMG’s remuneration.
   
2.

That Robert Major, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
   
3.
That Zhu Guangping, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
   
4.

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


To consider and, if thought fit, pass the following special resolution:
For Against Abstain Proxy
Discretion
5.
That the existing Constitution of Comvita Limited be revoked and the Constitution tabled at the
Annual Meeting, and referred to in the explanatory notes to the Notice of Meeting, be adopted
with effect from the close of the Annual Meeting.
   

And to vote on any resolutions to amend any of the above resolutions, on any resolution so amended, and on any other resolution proposed at the Meeting
(or any adjournment thereof). Unless otherwise instructed, 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 platform) 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, Tuesday, 27 September 2022.
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.