Comvita Limited/Announcement
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Comvita 2022 Annual Shareholders’ Meeting

AGM28 September 2022CVTIndustrials

ANNUAL SHAREHOLDERS’
M E E T IN G

2 9 S E PT EM BE R 2 0 2 2

PRESENTEDBY:

Brett Hewlett, Chair

DavidBanfield,CEO

Mihi Whakatau

ANNUAL SHAREHOLDERS’
M E E T IN G

2 9 S E PT EM BE R 2 0 2 2

PRESENTEDBY:

Brett Hewlett, Chair

DavidBanfield,CEO

Notice
I M P O R T A N T

This presentation is given on behalf

of Comvita Limited. Information in

this presentation:

•Should be read in conjunction with, and

is subject to, Comvita’s Annual Reports, Interim

Reports and market releases

on NZX

•Is from the audited Annual results for

the year ended 30 June 2022

•Includes non-GAAP financial measures such as

adjusted EBITDA and net contribution. These

measures do not have a standardised meaning

prescribed by GAAP and therefore may not be

comparable to similar financial information

presented by other entities. They should not be

used in substitution for, or isolation of, Comvita’s

audited financial statements. We monitor these

non-GAAP measures

as key performance indicators, and we believe it

assists investors in assessing

the performance of the core operations

of our business

•May contain projections or forward-looking

statements about Comvita. Such forward-

looking statements are based on current

expectations and involve risks and

uncertainties.Comvita’s actual results

or performance may differ materially

from these statements

•Includes statements relating to past

performance, which should not be regarded as

a reliable indicator of future performance

•Is for general information purposes

only, and does not constitute investment advice

•Is current at the date of this presentation,

unless otherwise stated

While all reasonable care has been taken in

compiling this presentation, Comvita accepts no

responsibility for any errors or omissions.

All currency amounts are in NZ dollars unless

otherwise stated.

4

Voting and asking questions
I M P O R T A N T

5

Voting Card

Question box

6
Summary

Formalities

•Notice of Meeting

•Quorum

•Proxies

•Annual Financial Statements

Agenda
7

TODAY’ S

01.

Mihi whakatau

Dave Walters

02.

Welcome and apologies

Brett Hewlett

03.

Formalities

Brett Hewlett

04.

Chair address

Brett Hewlett

08.

Karakia whakamutungaand

close

Dave Walters

07.

General business

Q&A

06.

Resolutions

Brett Hewlett

05.

CEO address

David Banfield

S E C T I O N
Chair address

8

4

Board of
Directors

I N T R O D U C T I O N S

K E E P I N G U S F O C U S E D

Leadership
team

I N T R O D U C T I O N S

B U I L D I N G O U R B U S I N E S S

Vision
11

O U R

To deliver world-leading standards for our

team, our consumers, our shareholders and

our planet, contributing to a world where

bees and people can thrive in harmony.

Reinvest cash to lead Industry growth and

consolidation to drive higher standards for

our consumers.


1.Carbon positive: A positive contributor to reducing the impact of global warming
2.EBITDA > 20% of sales: Fair and sustainable operating profits

3.TSR > NZX50 50

th

centile: Deliver long-term shareholder value

4.ROCE > 500bp above WACC: Competitive rates of return for invested capital

5.Consumer NPS > +7: Adoring and loyal consumers of our brand

6.Employee NPS > +7: Best employer, best talent

Company goals

12

O U R E N D U R I N G L O N G-T E R M

H O W W E M E A S U R E S U C C E S S

Whānau
13

G L O B A L

A V E R A G E E M P L O Y E E

Y E A R S O F S E R V I C E

G L O B A L L Y

F U L L T I M E E Q U I V A L E N T

R O L E S I N O U R G L O B A L

WHĀNAU

V O C A T I O N A L I N V E S T M E N T

TARGETED TO WOMEN, MĀORI

A N D P A S I F I K A

F Y 2 2 T A R G E T 7 5 %

36%

O F T H E C O M V I T A

B O A R D A R E W O M E N

38%

100%

552

EQ U A L P A Y F O R E Q U A L W O R K

G L O B A L L Y

F Y 2 2 T A R G E T 1 0 0 %

36%

O F G L O B A L E X E C U T I V E R E P O R T I N G

T O C E O A R E W O M E N

F Y 2 2 T A R G E T 4 0 %

100%

L I V I N G W A G E M E T F O R N Z-

B A S E D E M P L O Y E E S

F Y 2 2 T A R G E T 1 0 0 %

68%

5+

75%

O F C O M V I T A E X E C U T I V E S

H A V E I N T E R N A T I O N A L

E X P E R I E N C E

O F O U R G L O B A L T E A M

I S F E M A L E

14
-40% VS. FY21 (5.3)

TRIFR

1.5

3.2

Safety and

wellbeing

P E R F O R M A N C E V S P C P

I NDI VI DUAL W EL L BEI NG

CHECKS CHI NA & NZ

320

REPORTABL E I NJURI ES

0.9

LTIFR

•TRIFR = Total Recordable Injuries, per 200,000 hours worked globally (some assumptions apply)

•LTIFR = Lost Time Injuries, per 200,000 hours worked globally (some assumptions apply)

•MVIFR = Motor Vehicles incidents per 200,000 km’s travelled . Correction to MVIFR rate reported for FY21.

1 J U L Y 2 0 2 1 –3 0 J U N E 2 0 2 2

+4%

FY22 TARGET : +10%

NEAR M I SS

REPORT I NG

M VIFR

FY22 NEW

-41%

FY22 TARGET : -10%

-37% VS. FY21 (2.4)

-64% VS. FY21 (5.3)

Carbon
15

P R O U D L Y H E A D I N G T O W A R D S O U R

P O S I T I V E G O A L 2 0 3 0

NZ Operations

(S1, S2) Carbon Emissions

961 tCO

2

e

(FY21: 1,004 tCO

2

e)

Global Footprint

(S1, S2, S3) Carbon Position

32,591 tCO

2

e

Global Net Position

(S1, S2, S3)

26,620 tCO

2

e

NZ Net Position

(S1, S2) Net Positive

-5,010 tCO

2

e

(FY21: -2,817 tCO

2

e)

Comvita Mānuka Forests

Carbon Removals*

5,971 tCO

2

(FY21: 3,821 tCO

2

)

•S1 = Scope 1 direct GHGH emissions; S2 = Scope 2 Indirect emissions from imported energy; S3 = Scope 3 Indirect emissions from transportation, products and other

•Mānuka Forests sequestered 6,026 tCO

2

in total. Removal figure includes biofuel combustion

•Removals have been quantified for planted Mānuka forests under operational control and for wild Mānuka on Comvita-owned properties, using the NZ MPI Carbon Look-up Tables for Forestry in the Emissions Trading Scheme

-4%

Baseline

(new)

-78%

Comvita Mānuka Forests

Carbon Removals*

5,971 tCO

2

(FY21: 3,821 tCO

2

)

+56%+56%

Baseline

(new)

16
DIRECT GHG EM ISSIONS NZ

OPERAT IONS

(S1 , S2 )

961CO

2

e

Science based

reductions

P E R F O R M A N C E V S P C P

NZ PACKAG I NG PURCHASED

I S RECYCL ABL E

89%

NAT I VE T REES

PL ANT ED I N NZ

-2.0T

1 J U L Y 2 0 2 1 –3 0 J U N E 2 0 2 2

90.8T

NZ WAST E DI VERT ED F ROM

L ANDF I L L

SHRI NK W RAP REM OVED

F ROM SUPPLY CHAI N

+6,000% vs FY21 (+0.4T)

1.13M

FY21: 1.22M+245% VS FY21 (26.3T)

-4% VS FY21

NEW BASELINE

CARBON NET POSIT IVE NZ

OPERAT IONS (S1 , S2 )

-5,010CO

2

e

-62% VS FY21

17
Number one

Gaining market share in key markets

and Extending our global leadership

Five

Consecutive period delivering

double digit earnings growth in

line or ahead of Guidance

Revenue $209M +9%

Record revenue +$17M

vs PCP or +9%

Gross profit (GP) 60.3%

+640 bps

60% GP in line with our 2025

plan and +640 bps vs PCP

Fully imputed final

dividend of 3.0 cps

Total dividend for FY22 5.5

+37% vs PCP

$25.5M net debt

+ve operating cashflow

Net debt +$21M vs PCP

due to investment in inventory

Positive cashflow

EBITDA $30.1M

and NPAT $12.8M

EBITDA for FY22 + 18% vs PCP

NPAT + 35% vs PCP

EPS +34% vs PCP

$28.1M brand

investment

Brand Investment increased by $3.8M

or 16% to 13.4% of sales

FY22 strong performance

S E C T I O N
CEO address

18

5

5

CEO address

Extraordinary
times

19

C E O A D R E S S

•A huge thank you to

•Global Comvita team for their collective efforts

•To the Board for their support and council

•Our loyal consumers around the world

•FY22 results are very encouraging and have been delivered in the most

extraordinary of times

•Global supply chain disruption

•Global retail disruption

•Changing role of digital and retail

•When I visited our US team in July it had been 861 days since my

previous visit

•Comvita's own major transformation project

•Today marks a landmark day in Comvita history

•A day where we ask shareholders to vote for a change in our

constitution to reflect the importance of all stakeholders in our decision

making

•A day where we celebrate the whole team being offered the chance to

join us as fellow shareholders

•As of todayover 90% have accepted that invitation

20
T O 2 0 2 5

F O C U S S E D

Clarity of focus and progress

Native Forests & Biodiversity
•1.13 million native trees planted, with

1,017 hectares rewilded*

•Biodiversity studies underway with

University of Auckland funded by

Callaghan Innovation

•Protection in place for three at-risk or

endangered species

•8,730 hectares under predator

management, including 28 kilometers of

kiwi protection traplines

•Herbicide used replaced with sheep

grazing, resulting in 60% reduction in

application

21

Climate Action

•Global GHG inventory completed

•Carbon positive S1 & S2 in NZ, science-

aligned targets set for ongoing reduction

•90.8T of waste diverted from landfill

•2T of shrink wrap removed from supply

chain

•72T metal drums recycled

•Material Circularity Index developed

•11% improvement in packaging

recyclability to 89%

1

Community Impact

•All employees will have the opportunity to

become shareholders (or equivalent)

•More than 1% of FY21 EBITDA donated to

worthy causes and initiatives

•First Saving The Wild harvest in Kenya, with

proceeds to go to Masai people

•$25k to regional NZ community causes

•3,500 care packs donated to local whānau in

need in Bay of Plenty

•Product worth $10k donated Red Cross in

Japan.

Bee Welfare & Advocacy

•More than 12 million bees rescued and

rehomed through muliple campaigns

globally

•Dedicated Bee welfare position, with focus

on education and awareness

•$123,000 donated to be rescue operations

in FY22

•1,100 wasp traps set in the Hawkes Bay

region, covering 1,709 hectares

•Organic varroa management research

underway

2

4

Nature

I N O U R

Comvita Harmony Plan impact is aligned to material

ESG topics from FY22 materiality assessment

3

*Restoring native Mānuka Forests

22
Value

H O W C O M V I T A C R E A T E SF O R A L L S T A K E H O L D E R S

HEADLINES
•Reported EBITDA $30.1M +18% vs PCP, at top

end of guidance

•Second highest earnings of all time in the history

of Comvita

•$12.8M NPAT +35% vs PCP

•Record revenue $209M +9% +$17M vs PCP

•Record gross profit $126M +22% vs PCP, on track

with 2025 plan

•Double digit bottom-line grow th:

•North America

•China

•Mānuka honey

•Ecommerce

•$28.1M investment in our brand enabling us to tell

our founding story to consumers around the world

•Gaining market sharein key markets

FY22 results

23

D E L I V E R I N G O N O U R

$12.8M

REPORTED NPAT

+35% vs PCP

$30.1M

REPORTED EBITDA +$4.6M

+18% vs PCP

18.2EPS

EPS +34% vs PCP

$209M

RECORD REVENUE

+9.0%

60.3%

GROSS PROFIT

+640 BPS

$28.1M

MARKETING

INVESTMENT +16%

( N U M B E R S )

HEADLINES
•Our 2025 business model 60.15.20

•Strong margin improvement +640 bps vs PCP to

60.3%

•13.4% marketing investment +80 bps vs PCP

•14.4% EDITDA +110 bps vs PCP

•16% adjusted EBITDA when removing

transformation and one off costs ($3.4M)

•Fully imputed dividend 3.0 cps, FY22 full year

dividend 5.5 cps +37%

•40% reduction in TRIFR

•First carbon footprint produced (Scope 1, 2, 3)

showing net carbon footprint 26.6KT

•Targeting carbon neutral 2025 and net positive

2030

•1% of FY21 EBITDA ($280K) for social and

environmental impact

•Global Comvita team as shareholders and record

investment in projects for social and environmental

impact in line with our purpose

24

D E L I V E R I N G O N O U R

( R A T I O S )

60.3%

GROSS PROFIT

+640 BPS

MARKETING TO

SALES RATIO

EBITDA % OF SALES

16% ADJUSTED EBITDA*

40%

REDUCTION IN TOTAL

RECORDABLE INJURY

FREQUENCY RATE (TRIFR)

13.4%

14.4%

26.6K

NET CARBON FOOTPRINT IN tCO

2

e

(S1, 2, 3)*

FY22 results

FULLY IMPUTED

DIVIDEND DECLARED

3.0CPS

•S1 = Scope 1 direct GHGH emissions; S2 = Scope 2 Indirect

emissions from imported energy; S3 = Scope 3 Indirect

emissions from transportation, products and other

Financial
25

K E Y R E S U L T S

B A L A N C E S H E E T

•Net debt increased by $21.0M

−Investment in JV of $5.1M

−Capital expenditure of $10.3M

−Purchase of treasury stock of $3.0M

−Dividend payments of $4.7M

•Positive operating cashflow s $2.8M

−Second half positive operating cash flow of $7.7M

•Significant investment in inventory holdings in both finished

goods and raw material holdings to offset global supply

disruption and forecasted FY23 growth

•Basic EPS increase +34% to 18.2 cps

As at

NZD 000s

30 June

2022

Audited

30 June

2021

Audited

Variance $

Net Debt25,5444,583 20,961

Operating Cashflow2,83024,825(21,995)

Inventory132,157101,00831,149

EPS18.2 cps13.6 cps4.6 cps

Weighted average shares on issue70,08769,640447

Revenue
26

P E R F O R M A N C E V S P C P

R E P O R T E D C U R R E N C Y

G REAT ER CHINA

$96.9M

2021 : $93.1M

+4%

NO RT H AM ERICA

$31.8M

2021 : $24.7M

+29%

REST O F ASIA

$27.3M

2021 : $25.3M

+8%

AUST RAL IA + NZ

$34.7M

2021 : $32.4M

+7%

EM EA

$5.1M

2021 : $5.1M

0%

$79.4M

M AINL AND CHINA

2021 : $73.2M

+9%

Net contribution
27

P E R F O R M A N C E V S P C P

R E P O R T E D C U R R E N C Y

Net Contribution 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. Reported figures using

actual translation FX rates in each period

G REAT ER CHINA

$23.0M

2021 : $19.9M

+15%

NO RT H AM ERICA

$8.4M

2021 : $4.7M

+78%

REST O F ASIA

$6.6M

2021 : $6.4M

+3%

AUST RAL IA + NZ

$11.2M

2021 : $10.2M

+10%

EM EA

$0.1M

2021 : $0.0M

+137%

$19.3M

M AINL AND CHINA

2021 : $15.3M

+26%

Momentum building
28

F O C U S M A R K E T S

82.7

86.9

93.1

96.9

75.0

80.0

85.0

90.0

95.0

100.0

FY2019FY2020FY2021FY2022

Greater China -Revenue $M

+5.4% 3 Yr CAGR

9.8

18.3

19.9

23.0

0.0

5.0

10.0

15.0

20.0

25.0

FY2019FY2020FY2021FY2022

Greater China -Net Contribution $M

+32.6% 3 Yr CAGR

29
51.9

57.6

73.2

79.4

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

90.0

FY2019FY2020FY2021FY2022

Mainland China -Revenue $M

+15.2% 3 Yr CAGR

6.0

12.6

15.3

19.3

0.0

5.0

10.0

15.0

20.0

25.0

FY2019FY2020FY2021FY2022

Mainland China -Net Contribution $M

+47.8% 3 Yr CAGR

Momentum building

F O C U S M A R K E T S

Delivering profitable growth
30

F O C U S M A R K E T S

13.4

22.1

24.7

31.8

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

FY2019FY2020FY2021FY2022

North America -Revenue $M

+33.5% 3 YrCAGR

1.5

4.4

4.7

8.4

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

FY2019FY2020FY2021FY2022

North America -Net Contribution $M

+78.3% 3 Yr CAGR

Momentum building
31

63.8

95.9

103.4

126.0

-

20.0

40.0

60.0

80.0

100.0

120.0

140.0

FY2019FY2020FY2021FY2022

Gross Profit $M

37.3%

49.0%

53.9%

60.3%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

FY2019FY2020FY2021FY2022

Gross Profit %

Momentum building
32

--

1.2

2.4

-

0.5

1.0

1.5

2.0

2.5

FY2019FY2020FY2021FY2022

Transformation $M

7.7%

8.7%

12.6%

13.4%

0.0%

5.0%

10.0%

15.0%

FY2019FY2020FY2021FY2022

Marketing Investment %

26.7%

32.6%

34.2%

39.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

FY2019FY2020FY2021FY2022

Digital Share %

Momentum building
33

-

19.1

25.5

30.1

-

5.0

10.0

15.0

20.0

25.0

30.0

35.0

FY2019FY2020FY2021FY2022

Reported EBTIDA $M

0.0%

9.7%

13.9%

16.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

FY2019FY2020FY2021FY2022

Normalised EBITDA %

34
Targeting

$50M

EBITDA

2025

Exciting future
35

H O N E Y M A R K E T

O U R 2 0 3 0 O P P O R T U N I T Y

TOTAL ADDRESSABLE

MARKET

Global honey market

US$15Bn

+335%

CATEGORY HOUSEHOLD

PENETRATION

1.5%

>3%

LIFETIME VALUE GROWTH

2022

2031

US$9Bn

I n c r e a s i n g t o

I n c r e a s i n gTO

Our supply
model

36

O U R C O M P E T I T I V E A D V A N T A G E

HIG HEST

Q UAL IT Y

CO NSUM ER

BEST

PART NER F O R

BEES

L O W EST

CO ST *

BEST

PART NER F O R

L ANDO W NERS

M O ST

SUST AINABL E

O PERAT O R

* F O R DEL IVERED Q UAL IT Y

BEST HEAL T H

& SAF ET Y

37
O U R C O M P E T I T I V E A D V A N T A G E

#

1

ONLY IANZ and MPI ACCREDITED

IN HOUSE LABORATORY

LAB RESULTS REPORTED

IN FY22

LAB TESTS ON EVERY BATCH

$

3.6M

INVESTMENT IN SCEINCE AND

QUALITY FUNCTIONS

400,000

>34

$

500K

INVESTMENT IN

LABORATORYAUTOMATION

Highest quality in the industry

INDEPENDENT AUDITS AND

CERTIFICATIONS

23

•Our IANZ and MPI accredited in-house laboratory enables us

to raise official certifications, shortening time to export, bringing

added reassurance

•We holdmore than 1 million data points onthecomposition

and quality parameters of genuine monofloralMānukaHoney

•Our commitment to highest quality is reflected in our 23

independent audits and certifications, the highest number by

far in the industry

•In FY22 we invested $3.6m in our science and quality

functions. Unparalleled expertise over 20 highly qualified staff

including 3 PhD’s

•Investing in laboratory automation, rapid non-destructive

testing technology and digitalisation to increase capacity,

improve quality and future proof capability

38
O U R C O M P E T I T I V E A D V A N T A G E

+40%

IMPROVEMENT IN YIELD

IMPROVEMENT IN QUALITY OF

YIELD

REDUCTION IN COST

3X

INCREASE IN HIVES DEPLOYED ON

FOREST SITES in FY23

+60%

-20%

7,500

TOTAL HECTARES PLANTED

Our forest plan

MANUKA SEEDLINGS PLANTED

FY22

>1.1M

Our forest program delivers:

•Increased quantity +40%

•Improved quality +60%

•Lowers cost -20%

•Forests lifetime over 40 years

•Rewilds Aotearoa, New Zealand with Native Mānuka

•Protect native species

•Helps utilise marginal land

•Delivers long term sustainable supply

Partnership
39

B L U E S K Y H O N E Y

Science and quality leadership
since 1974

O N LY N AT U R E K N O W S M O R E

40

Global scientific advisory board
W O R L D-L E A D I N G G A S T R O E N T E R O L O G I S T S A N D D I G E S T I V E H E A L T H R E S E A R C H E R S

41

Clinical
trials

S C I E N C E

SOOTHE: MānukaHoney for Digestive Health

•$1.3M Investment over 2 years: $875K HVN Grant

•Ethics Committee Approved, Study registered

•Recruitment to commence shortly

•Results expected Q2/3 FY24

HVN HeRourouWhaiPainga

•A Healthy NZ Diet to improve Metabolic Health

•$4M HVN Programme

•Founding Industry Member

Pipeline:

•MānukaHoney for Atopic Dermatitis

•Propolis for Immunity

More scientificpatents
P R O T E C T I N G O U R R E S E A R C H I N V E S T M E N T S

45

PATENTS GRANTED

(11 PATENT FAMILIES)

5

PATENTS GRANTED

(3 PATENT FAMILIES)

12

NEW PATENTS FILED

(3 PATENT FAMILIES)

FY 22

FY 22

T O T AL

43

World-leading quality
+59%

vs. PCP

Highest Quality

23 Independent Audits and Certifications

Incl. BRC “AA”, IANZ, MPI RecognisedLab,

MPI Transitional Facility

#1

Industry Leading Lab

Highest Testing Capability and Standards

392,469 Lab Results in FY22

(FY21: 246,804)

44

Single source ecommerce platform
45

Target 50% of revenue 2025 ecommerce
46

Drive household

penetration

Retain users

Create brand

fanatics

Page Views

Email open rates

Olive Leaf opportunity
47

O L I V E L E A F E X T R A C T

T O T A L A D D R E S S A B L E M A R K E T

Olive Leaf Science
48

F r e s h O L I V E L E A F E X T R A C T

G R O W N I N N A T U R E , P R O V E N B Y S C I E N C E

https://www.olivelifedaily.co.nz/our-science

49
Summary

Summary FY22

•Record revenue of $209M +9.0%

•Record margin of 60.3% +640 bps

•Second best earnings of all time (EBITDA $30.1M) +18%

•NPAT $12.8M +34.5%

•34% EPS growth

•Positive operating cashflow

•Inflated Inventory to offset global supply chain disruption

•FY22 total dividends of 5.5 cps

•Strong performance across all focus areas

49

Guidance
50

F Y 2 3

•Forecasting double digit earnings growth for the year with strong weighting to H2

•Assuming Comvita sales in China normalise in Q2

•Profitable top and bottom-line growth in focus growth markets, channels and categories

•Ecommerce share greater than 40%

•Transformation Investment $5.5M

•Guidance range to be issued in Q2

•FY23 has started well with high single digit revenue growth and double digit earnings

growth

51
Summary

Exciting future

•On track to deliver our 2025 plan of $50M EBITDA

•On track to deliver our 60.15.20 business model

•On track for ecommerce to represent 50% of total sales

•TAM for honey globally forecast to grow to US$15B by 2031

−+ US$6B (+67%)

•Mānuka honey household penetration forecast to double by 2030

•Average consumer lifetime value +335%

•Industry and world leading science to support proof of efficacy

•Forests to help us deliver Highest quality / lowest cost / best partner

In addition

•Olive leaf total addressable market cUS$15Bn

51

S E C T I O N
Resolutions

52

6

53
Summary

Resolutions

Formalities

•Reports and Financial Statements

Ordinary Resolutions

•Appointment and Remuneration of Auditors (Resolution 1)

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

authorisethe Board to fix KPMG’s remuneration.”

•Director’s Elections (Resolutions 2 –4)

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.”

Special Resolution

•Revocation and adoption of Comvita Constitution (Resolution 5)

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”

Voting and asking questions
I M P O R T A N T

54

Voting Card

Question box

Agenda
Brett Hewlett

Chair

Appointment and Remuneration of Auditors

To consider, and if thought fit to pass, the following ordinary

resolution:

“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 authorisethe

Board to fix KPMG’s remuneration.”

Resolution 1

Director’s Election –Robert Major
To consider, and if thought fit to pass, the following ordinary

resolution:

“That Robert Major, who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.”

Resolution 2

Image to be replaced

Director’s Election –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

OriensCapital 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.

Resolution 2

Director’s Election –Mr Zhu Guangping
To consider, and if thought fit to pass, the following ordinary

resolution:

“That Mr Zhu Guangping, who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.”

Resolution 3

Director’s Election –Mr 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.

Resolution 3

Director’s Election –Sarah Kennedy
To consider, and if thought fit to pass, the following ordinary

resolution:

“That Sarah Kennedy, who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.”

Resolution 4

Director’s Election –Sarah Kennedy
Sarah is the CEO of CalocurbLtd, 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/VitacoNZ

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 4

Revocation and adoption of Comvita Constitution
To consider, and if thought fit to pass, the following special resolution:

“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”

Resolution 5

S E C T I O N
Q & A

7

Mihi Whakatau

T H AN KYOUC OM V ITA. C OM

---

COMVITA LIMITED – ANNUAL SHAREHOLDERS’ MEETING
THURSDAY 29 SEPTEMBER 2022


OPENING MIHI WHAKATAU: DAVE WALTERS


CHAIR ADDRESS

BY BRETT HEWLETT


SLIDE 4

Kia ora, Tena koutou, tena koutou, tena koutou katoa.

Morena and welcome to Comvita’s Annual Shareholders Meeting.

My name is Brett Hewlett and I am the chair of the Comvita board.

Today we are very pleased to welcome you as online participants through our virtual meeting platform

provided by our share registrar Link Market Services.


SLIDE 5

During this virtual meeting, you can vote and ask questions online.

I’ll provide you with further instructions as we progress through the meeting.

If you encounter any issues, please refer to the virtual annual meeting online portal guide or you can phone

the helpline on 0800 200 220.

I would encourage you to send through your questions as soon as you can.

This will allow us to answer these questions at the appropriate time of the meeting.

To ask a question, you will need to click “ask a question” within the online meeting platform, select the item

of business, type in your question and click submit.


SLIDE 6

The Company secretary has confirmed that the Notice of Meeting has been sent on time.

We have a quorum present, so I declare the Comvita Limited 2022 shareholder meeting open.

The financial statements for year ending 30 June 2022, and the Auditors report for the period are available

under the Investor Centre on our website. The Annual Report was made available on our website on the

25th of August, on the same date as we announced our annual results. Hard copies are available either

through Link Market Services, or by contacting our Customer Experience Team on 0800 504 959.

We are very proud of our Annual Report. It is a comprehensive document with something for all

stakeholders. For you our shareholders, when reading this report you will gain an appreciation of everything

that Comvita is engaged in across the broader Environment, Social and Governance spectrum.

Apologies have been received from Yawen Wu.

I would like to acknowledge the presence today of our auditors KPMG, our bank Westpac, Comvita’s co-

founder Alan Bougen and family members.


SLIDE 7

I want to thank you all for joining us today. This is the second time we have run a virtual ASM. Learnings

from last year was that attendance was up and that shareholders were still able to engage during question

time. We will continue to review the format of our Annual Meetings and also give consideration to other

ways that we can more directly engage with all stakeholders.

After my short address covering the performance highlights of our last fiscal year, I will hand you over to

our CEO, David Banfield who will take you for a deeper look inside Comvita’s operations, our strategies, how

we are engaging with our multi-stakeholder communities and lastly provide some insights into our future

ambitions.

As we go through these two presentations make a note of any questions you may have.



As mentioned earlier you can submit your questions via the on-line meeting platform and these will be

communicated to us via our online moderator.

After the presentations we will cover formal resolutions, and finish with General Business where we will

respond to any questions raised during the day.


SLIDE 9

Let me start by introducing my fellow Directors.

Luke Bunt is an Independent Director and Chairs our Audit and Risk Committee. Luke has been on the

Board for 8 years. Sarah Kennedy is an Independent Director and Chairs our Safety and Performance

Committee. Sarah joined the board 7 years ago. Sarah is standing for re-election this year but intends to

step down from the board in March next year when a new Independent Director is to be appointed. Bob

Major is an Independent Director and joined us at the end of 2019. Bob is also standing for re-election this

year. Bridget Coates completes our line-up of Independent Directors and was elected to the board at last

year’s ASM. Guangping Zhu was appointed to the Board at the end of 2019 as non-Executive Director. Mr

Zhu was the founder of Comvita’s establishment in mainland China more than 15 years ago and hence has

played a key role in ensuring Comvita’s brand success in this most exciting Focus growth market for

Comvita. Mr Zhu also represents the interests of our largest shareholder, Li Wang. Mr. Zhu is standing for

re-election this year. Yawen Wu was elected to the board at last year’s ASM as non-Executive Director and

representative of China Resources. Yawen is currently on maternity leave (from 1 October) and in the

interim Mr. Alfred Luk is acting as her alternate. Finally, and certainly not lastly, is David Banfield who joined

the board last year as our Managing Director.

Your Board of eight, with the majority independent, two strategic shareholder representatives, and a

managing Director, 38% female, ethnically diverse and covering a range of tenures, has determined that it

will pursue a policy of continuous review and evolution of board composition to best suit the current and

future needs of the business. Changes will be timed to ensure continuity and institutional knowledge and at

the same time ensuring that we remain agile and adept at making balanced decisions in an ever

increasingly complex multistakeholder world. As mentioned, before we will appoint a new Independent

Director in March next year. This Director has already been selected and we are simply awaiting completion

of independent confirmatory due process.


SLIDE 10

• David Banfield – CEO, who you will hear more from next

• Nigel Greenwood – Chief Financial Officer and also our Moderator for today’s meeting

• Andy Chen – Regional Chief Executive Officer for Asia-Pacific

• Holly Brown – Chief Purpose and Transformation Officer

• Tracy Brown – Chief Operations Officer

• Nicola O’Rourke – our Chief Digital Officer is currently on a sabbatical break, although has been

retained as a part time consultant on key projects

• Dr Jackie Evans – Chief Science Officer

• Adrian Barr – Chief Business Development Officer

• Corey Blick – General Manager for North America

And new this year...

• Nigel King – Chief Marketing Officer

• Chris France – Chief Technology Officer







SLIDE 11

Our Vision is to deliver World-leading standards for our team, our consumers, our shareholders and our

planet, contributing to a World where Bees and people can thrive in Harmony.

At Comvita, Directors take responsibility to act as guardians of the founding principles and our Vision in a

sustainable way for the benefit of all our stakeholders. We take seriously our environmental, social, and

governance responsibilities, and we act accordingly. In so doing, we will make balanced choices for

investment; balanced choices in how we spend our time and resources; and balanced choices in terms of

how we think about success.


SLIDE 12

We will know we are succeeding in our endeavours when we are achieving all six of our long-term goals in a

sustainable way:

We will be:

• Positive contributor to reducing the impact of global warming

• Making fair and sustainable operating profits

• Building long term shareholder value

• Providing competitive rates of return for invested capital

• We will have adoring and loyal consumers of our Brand

• We will be the best employer, attracting and retaining the best talent

We are making good progress on all fronts and are on a path to achieving most objectives by 2025.


SLIDE 13

Let me start our review of the year gone with a mention of our team. The past year has been tough on our

people. The culture and values are strong and run deep at Comvita. However, our people are not immune

to the pressures of the current living and working environment. Lockdowns, supply chain disruptions, staff

shortages, the need to adopt change and new ways of working, pressure to continue to perform, all while

managing the social and economic upheaval that we are all experiencing in our home lives.

To you our shareholders, today, as we take you through a review of this past year, I would ask that you put

into context the significant achievements set against this challenging backdrop.

To the 552 members of the Comvita Whanau, spread across 8 countries and representing 26 nationalities,

on behalf of the Board and all shareholders I say, Thank You!

This level of commitment by our staff demands an appropriate level of response from our leadership and

duty of care by the board. Based on the achievement of financial goals for the year the board approved an

offer to all staff to join us as shareholders. The board also have supported a review of staff benefits (both

financial and non-financial) with a specific focus on Safety and Wellbeing. We introduced a health and life

insurance programme for all staff and continued with the delivery of care packages to all staff and their

whanau.


SLIDE 14

We are very pleased to report positive gains in all areas of Health and Safety reporting.

In particular, we saw total injuries fall by 40% and motor vehicle incidents, which is a critical risk area for

our beekeepers, fall by 64%.


SLIDE 15

We are forging ahead in terms of climate action. We have completed our first global GHG inventory,

capturing end-to-end business activities across our global value chain. This extensive process has been

audited by Deloitte against ISO 14064 GHG protocols. We passed this first audit with flying colours. Details

can be viewed in our annual report.




SLIDE 16

Working in partnership with thinkstep-anz, in the last 12 months we have set science based reduction

targets and invested more than $150,000 in GHG management and other sustainability initiatives. We

planted another 1.1 million Mānuka trees and as our native forests grow and reach maturity the volume of

carbon they are able to sequester also grows. We are well on our way to succeed in our objective of

becoming net carbon positive by 2030.


SLIDE 17

The overall highlight of FY22 has been consistency in our financial performance. Asking you again to put

these results into context of the significant challenges faced by the organisation I am especially proud of

what has been achieved here. Many organisations in our sector have struggled. Some have failed all

together.

We reached a milestone record Revenue of $209M, 9% up on prior year, extending our global leadership

and gaining market share in key markets. Most pleasingly we achieved a gross margin of over 60%, a

hallmark for premium FMCG food brands. Net earnings grew by 35% and this was after a significant

increase of 16% in marketing. Your board were very pleased to approve a fully imputed final dividend of

3cps bringing the total annual dividend for FY22 to 5.5cps, a distribution of 30% of net earnings.

Perhaps, the only disappointing aspect of our results last year was the increase in net debt, largely due to a

net increase in inventory throughout the year. This build in inventory was a precautionary move to offset

against ongoing supply chain disruptions. This elevated inventory position is likely to remain into FY23.

As we make steady progress on building a better business, we are well poised to benefit from an improving

global trading environment. The analogy of leaning forward, struggling but making slow and steady

progress into a strong headwind, comes to mind. As this headwind eases, you can rapidly accelerate to a

full stride.

I will now hand you over to our CEO, David Banfield who can explain in more detail how he is focused on

building a better business and picking up the pace.





CHIEF EXECUTIVE OFFICER’S ADDRESS

BY DAVID BANFIELD


SLIDE 18


Tena koutou, tena koutou, tena koutau katoa,

Nau mai, Haere mai


Good morning ladies and gentlemen, fellow shareholders, I am delighted to also welcome you to this year’s ASM

and to also welcome the majority of the Comvita team joining as shareholders for the first time (I will come back

to this later)


The image behind me of our wellness lab in Auckland encapsulates the extent of change that we have seen

around the world over the last 30 months. We believe that the changes we have seen in both retail and

ecommerce are here to stay with consumers expecting both experience and service in a seamless and

frictionless experience.

Our Wellness destination space tells our unique story and is designed to stimulate all the senses. It’s a space

where we take visitors on a personal multi-sensory experience and aim to connect them with our amazing friends

the bees and also share our story of rewilding beautiful remote areas of Aotearoa, New Zealand.

It also represents the future of retail which will increasingly move from a transactional one-dimensional space

to experience. If you haven’t been there yourself, I invite you to join us there and let us know what you think.


SLIDE 19

I would like to start by thanking and acknowledging the incredible hard work and commitment of the Global

Comvita team. The last 30 months have been pretty relentless (even without the impacts of Covid), with our

absolute focus to set Comvita up for long term success. We continue to make decisions to ensure that by the

time we get to the end of this particular chapter in Comvita’s rich history (end of FY25), that we have put in place

the belief, the foundations and the processes to set Comvita up for the next 50 Years.

We have made really strong progress over the last 30 months and we have achieved this in the most

extraordinary of times that I have seen in over 25 years of leading businesses around the world.

I want to say a huge thank you to the global Comvita team for the effort, belief, performance, and impact that

they have helped deliver. We see real momentum in our business and are on track to deliver our 2025 plan thanks

to this talented team. I know it’s not been easy at times and I want to acknowledge the resilience and

determination of the team to deliver a special chapter at Comvita together.

I also want to thank the board for their support and council over the last few years. We have made, and continue

to make, material changes to Comvita, changes that we believe will set us up for a really exciting future and this

could not happen without a progressive board focused on long term results and our aligned ambition to share

the healing power of bees and nature with consumers around the world.

Finally, I want to thank the millions of consumers around the world who continue to choose Comvita as their

personal source for wellness and building immunity. In tough economic times we are privileged that our

consumers see their daily dose of Comvita as indispensable and through their stories help us attract discerning

consumers who only want the best and as such turn to the Comvita brand.

I am delighted with the results that we delivered in FY22 that I will come on to. These have been delivered against

a backdrop of disruption due to Covid both in market and in global supply chains, the changing face of retail

sales along with the permanent shift of consumers to ecommerce and the demand for personalised solutions.

The level of disruption was summed up for me when I visited our team in the US recently – exactly 861 days since

my last visit in person.

Finally, today marks a landmark day in Comvita history. A day where we ask you our shareholders to vote to

change our constitution to reflect the long-term importance of all stakeholders in order to create an even

brighter future for Comvita.



It’s also a day that makes me extra proud where we are able to celebrate the offer for global Comvita team

members to join us as fellow shareholders (or equivalent). To date over 90% have accepted this offer.


SLIDE 20

Over the course of the next 25 minutes, I will share our progress on our three-point plan to stabilise performance,

transform the organisation and build long-term resilience and growth. I will also share the trends we have

delivered over the last 30 months and why we believe momentum is building in the business.

Finally, I will share our excitement about opportunities that exist to 2030 and beyond and share some of the

work that we are doing today to ensure that Comvita continues to win at that time.

Our focus remains exactly the same today as I shared with you back in 2020. Firstly, an absolute focus (Arotahi)

on putting the consumer at the heart of our decision making, focusing on right markets, channels and products

underpinned by best science and investment in our brand and in quality supply – this virtuous model is

delivering, and we are encouraged by the progress we are making.

Secondly, we have a unique business model unlike any of our competitors that makes us a better partner to

consumers and customers enabling us to deliver an agile response to changing needs. We recognise that we

still have a fair way to go to get to the stage where we are truly delivering on all aspects of our plan. In the slide

entitled stages of organisational development (crawl, stride, run) we are halfway through the stride stage and

are working on all aspects in the run stage. To deliver our ultimate plan we continue to invest in transformation

that will enable the organisation to thrive beyond 2025.

In FY23 we will invest $5.5M in these work programme (and a similar number in FY24) but aim for these to be

complete at the end of FY24 so that we get a full year in FY25 to deliver the benefits for all our stakeholders.


SLIDE 21

Our Harmony plan guides our actions and intent to leave the world in a better place: It starts with our purpose

to work in harmony with bees and nature in New Zealand to heal and protect the world. It then moves to our

three overriding principles:

1. Embracing the science of nature

2. Treading lightly and

3. Strengthening our global hive for all stakeholders

Finally, it focuses on the areas that we believe makes us a better business, firstly; climate action delivering carbon

neutrality in 2025 and becoming net positive by 2030 secondly; Advocating and supporting action to protect

bees around the world. This has never been more important with the bumble bee being added to the endangered

list in the United States, huge colony losses being reported around the world and the re-emergence of Varroa in

Australian bee populations.

Thirdly, Community impact – we donate 1% of our earnings to causes globally and locally that support social or

environmental impact – we are proud to be able to make a difference to the organisations we support, and

finally, Native forests and Biodiversity. In FY22 alone we planted over 1.1M trees and now have over 8700 hectares

under predator management to protect native species including both Kiwi and who (blue duck) amongst others.


SLIDE 22

In these years annual report we produce our first integrated report that looks at and reports on our broader

impacts. We have included these on our value creation model that you can see above. This shares the resources

we employ, how we create value, our outputs and ultimately the value we create.


SLIDE 23

In FY 22 we delivered an EBITDA of $30.1M an increase of $4.6M over FY21 or 18% and the second highest earnings

of all time at Comvita. Net Profit after Tax was $12.8 M a 35% improvement on PCP. Our earnings per share

increased by 34% to 18.2 cps.

In addition we delivered record revenue of $209M, +9% vs PCP, including double digit growth in North America

,9% in mainland China, double digit growth in the Mānuka honey category and digital channels. We also grew



market share in both North America and China, we delivered record gross margin and also record investment in

our brand of $28M to tell the amazing Comvita story to consumers around the World.

This brand investment is designed to underpin our long-term growth aspirations enabling consumers to hear

and understand firsthand why Comvita is the clear market leader and why consumers around the world are

choosing us.


SLIDE 24

In 2020 we shared our 2025 business model namely 60.15.20 . The aim to deliver a gross margin of at least 60%.

15% marketing to sales and a 20% EBITDA margin. In FY22 we improved margin by 640 basis points to over 60%.

We increased our marketing to sales ratio to 13.4% (from 12.6% in FY21) and delivered a reported EBITDA of 14.4

%. Note that when you remove one off costs including transformation spend this would actually be 16%.

The Directors declared a final dividend of 3 cps taking the fully year to 5.5cps an improvement of 37% versus

PCP.

We believe that everyone should expect to go home safe and well at the end of each workday and as such put

extra investment and focus on Health and safety including mental health. We were pleased to report a 40%

reduction in TRIFR.

Finally, we have shared our aim to be carbon neutral in 2025 and net positive in 2030. We are thrilled to share

our audited greenhouse gas Inventory report (scope 1.2.3) that shows our total carbon output as 26.6K T. I would

like to commend the team for pulling together this report. It was an incredible labour of love to get to all the

detail and again highlights the type of business we aim to be for all stakeholders. Having reviewed this, we again

reaffirm our commitment to our long-term net positive goals.


SLIDE 25

Turning to the Balance sheet our Net Debt increased by $21M to $25.5M due to investment in Inventory to offset

global disruption and ensure we have product in market to sell. We retain our view that while Inventory will stay

at this elevated level through FY23 we see an optimum Inventory level as being c $85M by the end of FY25.

We also invested in long term value creating activities namely, An investment with our Joint venture partner

Caravan/ Creative Artists in North America for products for topical use and also capital investment in both

Mānuka forests for long term supply and various production efficiency programs. Despite these investments we

delivered positive operating cash flow of $2.8M (second half $7.7M).


SLIDE 26

We are delighted to report all our segments in growth (UK immaterial). We are particularly pleased with the

performance in mainland China +9% given the lockdowns between March and June severely effected retail sales

(-46%) and the performance in the world’s biggest Monofloral market North America where our revenue grew

by 29%. Rest of Asia grew by 8% underpinned by excellent performance in Korea and SEA. Equally encouraging

was Hong Kong SARs return to growth again giving us confidence about long term consumer demand.


Comvita’s business model is truly unique and means that when executed effectively, we are closer to customer,

closer to consumer, faster to act and able to empower quality teams in market in order to grow both market

share and total addressable market.

In the course of this year, we are pleased to have added more capability to our in-market teams, funded by

efficiencies we have generated elsewhere in the group.


SLIDE 27

We are also delighted that all segments delivered positive Net contribution growth (UK Immaterial) despite

increased investment in our brand in most markets. This shows the opportunity we get with Operating leverage

when we deliver growth. We are delighted that both Mainland China and North America delivered growth of $4m

+26% and $3.7M +78% respectively. It was also very encouraging to see ANZ deliver double digit growth.



SLIDE 28

We see real momentum in our markets, ongoing improvements in our key ratios and our underlying

performance. In the next few charts, I will share how these have moved over the last three years and why that

gives us confidence to FY25. I will reference the three-year compound annual growth rate (CAGR) over the three

years in each case.

In the Greater China segment, we have delivered a 5.4% 3 year revenue CAGR despite significant disruption to

sales in both Hong Kong and Cross border due to covid. We have also delivered a 32.6% 3-year CAGR in net

contribution in the segment showing that we are able to turn revenue growth in to Net contribution growth

despite increased investment in our brand.


SLIDE 29

China and North America are crucial markets for our long-term growth aspiration (and are our focus growth

markets). In mainland China we have now delivered a 15.2% 3-year revenue CAGR and a 47.8% Net contribution

CAGR. We hope that you agree that this result is extremely encouraging. We still see significant growth

opportunities in China where we actually have a low HHP and are delighted that more and more high-profile

brands are turning to us to partner with them.


SLIDE 30

We see a similar trend and opportunity in North America where we have delivered a 33% three-year revenue

CAGR and a 78% net contribution CAGR. We also retain the view that there is no structural reason why North

America can’t be as big as the China market for Comvita in the midterm.


SLIDE 31

In the period from FY19 to FY 22 we have doubled our Gross margin from $63.8 to $126M as a result of being clear

on the products, markets and channels we want to compete in and also through systematic investment in

modernising and increasing production capability. On a percentage basis we have improved gross margin to

60.3% from 37.3%. You can clearly see how this focus has enabled us to invest in our brand to deliver long term

growth.


SLIDE 32

Sharing our amazing founding story, our purpose and our operating principles and beliefs captured in our

Harmony is a key pillar to long term success at Comvita. Since 2019 we have systematically increased brand

investment from 7.7% in 2019 to 13.4% in FY22. By making careful choices about the focus channel (digital) we

have been able to achieve two things 1; Accretive margins (for every 10% growth in digital share of total we gain

100 bps at group level but also as importantly generate data on consumer needs (both products and services)

that enable us to stay ahead.

Finally, our investment in transformation activity included in the results that we have shared are designed to

ensure we have scalable integrated processes and thinking that again will help us to thrive in the future.


SLIDE 33

In the final chart you can see that we have grown our reported EBITDA from $19M in FY20 to just over $30M in

FY22.

When looking at our normalised EBITDA % (removing one off and transformation investment) you can see we

have consistently improved since 2020 and are now at 16%.


SLIDE 34

The ratios I have just shared and our FY22 results give us confidence that we are on track to deliver $50M EBITDA

in 2025 with 50% of our sales from ecommerce. We have endeavored to be consistent when sharing this plan

with you including KPIs that show we are making good progress in line with our plan. We know that we must stay



focused on performance to deliver our plan and are absolutely focused on following up a successful FY22 with a

strong FY23.


SLIDE 35

I now want to take a few pages to share why we are excited about the opportunity for long term profitable growth

at Comvita.

The global honey market has an estimated value today of US$9Bn and is forecast to grow by 67% to US$15Bn by

2031. Mānuka honey household penetration (HHP = number of households using Mānuka honey) is between 1

and 1.5% and yet we know that we have some smaller markets that have current penetration over 3%. this gives

us confidence that we can drive global penetration to this level with the right products, route to market and data

to inform us of consumer needs.

Finally, when we look at average consumer lifetime value, we have shown that when we are able to have a direct

relationship with consumers digitally (underpinned by data) we are able to increase lifetime value by at least

335%. All these factors combined underpin our confidence in future market opportunity and consumer demand.


SLIDE 36

Given the size of the growth opportunity in our total addressable market it’s crucial that we secure long-term

high-quality supply. On the screen you can see our Supply model with us aiming for the highest quality at the

lowest relative cost underpinned by us being the most sustainable Operator ( planting one tree per pot of honey

sold by 2025 ), the best partner for landowners, the best partner for H&S and finally the best partner for bees

and bee welfare, we firmly believe that well cared for bees (and bee keepers) create the best honey . I am also

delighted that we now have a National Head of Apiculture development NZ to facilitate learning and best practice

with all our partners.


SLIDE 37

We are the quality leader in the industry. We have the only IANZ and MPI accredited inhouse laboratory. In FY22

we reported nearly 400K results. In addition, we undertook over 34 individual tests on every batch of honey and

have 23 Independent audits and certifications- more than any other competitor. Furthermore, we continue to

invest to better understand the healing powers of honey and live up to our assertion that ‘only nature knows

more’.


SLIDE 38

Our long-term investment in Mānuka forests is underpinned by our belief and results that show that forests

deliver us a 40% increase in Yields per hive, a 60% increase in quality of yield and a 20% decrease in cost per

hive. When we plant forests, we plant with the long term in mind. Forests develop over 6 years with 25% yield

in year 4, 50% year 5 and 100% year 6. We are delighted that more landowners are approaching us to partner

with them particularly because we are planting a native species, we are measuring biodiversity and we know that

Mānuka forests continue to deliver high quality yields for at least 40 years and probably longer.


SLIDE 39

In this year’s annual report we share the story of our partnership with Blue sky honey. We are delighted that we

are able to commit to a long-term partnership with Jason and his family and also have a wider positive impact

on the local community through our sponsorship of their community bus.


SLIDE 40

Only Comvita invests in scientific understanding to prove the efficacy of our products and we have done this

since Alan and Claude founded Comvita in 1974/5. Some of our investment will help the industry as a whole but

we are also investing to give competitive advantage to Comvita.




SLIDE 41

In order to ensure we have the best understanding and up to date knowledge we have formed a global scientific

advisory board of world leading Gastroenterologists to ensure that there is substance to our aims and claims we

are proud to have such knowledge and advice supporting us.


SLIDE 42

One of the most important aspects of our science program is proving the effect of Mānuka honey through Clinical

trials. This year we have two trials underway with the first digestive health trial now being approved by the ethics

committee we expect to get results in Q2/3 FY24. We are also a founding partner of the He Rourou Whai Painga

looking to improve metabolic health in NZ. Finally, we have started or are supporting further research on Atopic

dermatitis and propolis for Immunity.


SLIDE 43

We have more patents than anyone else in our Industry and see this as a long-term way to deliver competitive

advantage. In FY22 alone we had 5 patents granted in three patent families and also filed a further 12 patents.


SLIDE 44

As I have already shown We are the clear Industry number one in terms of quality and have 23 independent

audits and certifications including the industries only in house IANZ accredited laboratory. In FY22 we recorded

nearly 400k lab results an increase of 59% over the PCP again proving our leadership.


SLIDE 45

I have shared the TAM that is forecasted for the industry, our long-term supply plan and our science plan to

prove efficacy. I now want to share how we are developing ecommerce capability in line with our plan for 50%

of our revenue to be delivered through ecommerce. In the last twelve months We have gone from a partially

outsourced market by market view to initiating, launching, and executing a global single source platform that is

owned by CVT in less than a year. This gives us instant global reach, its multi-currency, multi regulatory, multi

product, multiple brands. All data is owned by Comvita and gives us real time sales data (including the ability to

integrate Market Place data from platforms such as Amazon) and access to changing consumer needs. It also

allows us to test and learn at pace Finally and most importantly all data and associated insights on our direct-

to-consumer platform are owned by Comvita. These insights help us drive retention and brand loyalty.


SLIDE 46

Ecommerce data lets us be clear on actions that help us drive household penetration, the value of returning

consumer where we see materially higher conversion rates, session duration times, average order values, open

rates and page views – all of these help us drive brand loyalty and ultimately brand advocacy/ recommendation.


SLIDE 47

Our single source platform also enables us to launch globally with new or existing products categories such as

Olive leaf. The TAM for Olive is similar to Mānuka at US$15B and yet it’s a relatively small part of our portfolio

(c4%). One of the constraints is that the largest revenue share is in Australia where the positioning is more

targeted at Immunity rather than the global market opportunity (and our science) which is on heart health. This

brand was also founded on understanding and embracing the science of nature which also aligned with Alan and

Claude’s founding vision. Using the single source platform, we have now repositioned Olive life towards heart

health and look forward to sharing our progress over the coming years.


SLIDE 48

Clinical research into Fresh Olive leaf extract proves that Olive life supports the health and function of the

cardiovascular system, Supports the maintenance of normal blood pressure, supports the maintenance of

healthy blood sugar levels, supports healthy cholesterol levels and supports blood vessel function.




SLIDE 49

In summary for FY 22, we delivered record revenue, record margin, second best earnings of all time. NPAT growth

of 34.5%, positive operating cash flow and strong performance across all focus areas.


SLIDE 50

For FY23 we are forecasting double digit earnings growth for the year with a strong weighting to H2, we are

forecasting top and bottom-line growth in our growth markets, channels and categories with ecommerce

forecast to be over 40% of total sales revenue.

FY23 has started well with high single digit revenue growth to the end of August along with double digit earnings

growth.


SLIDE 51

We believe we have an incredibly exciting future ahead of us. We are on track to deliver our 2025 earnings

(EBITDA) plan of $50M, we are on track to deliver our 60.15.20 business model. We are on track for ecommerce

to represent 50% of total revenue. In addition, the global honey market is forecast to grow by $6 BN or 67% by

2031. Finally, we have put in place a world leading science programme including patents that we believe will give

CVT real long term and meaningful strategic advantage.

Before I hand back to Brett, I want to thank him and the board for the opportunity to lead CVT at such a pivotal

time in its history. Brett’s support to me personally is highly appreciated and enabled me to hit the ground

running from day one, his objective approach also meant that changes that were needed to future proof Comvita

were undertaken in a constructive and progressive environment. We take our responsibility very seriously and

the leadership team and the extended global team are absolutely focused on delivering a business that all our

stakeholders can be even more proud of.

Nga mihi


CHAIR RESUMES FOR RESOLUTIONS, GENERAL BUSINESS & Q&A





CHAIR RESUMES


SLIDE 51

We are now going to conduct the formal business of the meeting where we will read the resolutions to be voted

on. You may ask questions on each matter being put to shareholders through the virtual meeting website.


SLIDE 52

I propose to call a poll on each of these resolutions.

Resolutions 1, 2, 3 and 4 are to be considered as ordinary resolutions and, as such, must be approved by a simple

majority of the votes cast by shareholders entitled to vote and voting on the resolution. Resolution 5 is a special

resolution which requires a 75% majority of votes to be approved.

As I mentioned, shareholders will be able to cast their vote using the electronic voting card received when online

registration is validated. I will share the outcome of proxy votes submitted before this meeting after voting on all

the resolutions has taken place.


SLIDE 53

To vote, you will need to click “Get Voting Card” within the online meeting platform. You will be asked to enter

your Shareholder or Proxy Number to validate. Please then mark your voting card in the way you wish to vote by

clicking “FOR”, “AGAINST” or "ABSTAIN" on the voting card. Once you have made your selection, please click

“Submit Vote” on the bottom of the card to lodge your vote.

Please refer to the virtual meeting online portal guide or use the help line specified if you require assistance.

Voting will remain open until 5 minutes after the conclusion of the meeting. Results of the vote will be announced

via NZX.


SLIDE 54

ORDINARY RESOLUTION 1: Appointment and Remuneration of Auditors

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.”

Are there any questions for the Board concerning the motion from shareholders?

Thank you – please now select either “FOR”, “AGAINST” or "ABSTAIN" for Resolution 1 on the voting card.


SLIDE 55

ORDINARY RESOLUTION 2: Director’s Election – Robert Major

To consider, and if thought fit to pass, the following ordinary resolution:

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

Company.”

I now invite Bob to speak to his re-election.


ROBERT MAJOR TO SPEAK TO HIS RE-ELECTION


SLIDE 56

Biography – 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.


CHAIR RESUMES


Are there any questions for the Board concerning the motion from shareholders?

Thank you – please now select either “FOR”, “AGAINST” or "ABSTAIN" for Resolution 2 on the voting card.


SLIDE 57

Ordinary Resolution 4: Director’s Election – Mr Zhu Guangping

To consider, and if thought fit to pass, the following ordinary resolution:

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

Company.”

I now invite Mr Zhu to speak to his election.


MR ZHU TO SPEAK TO HIS RE-ELECTION


SLIDE 58

Biography – Mr Zhu

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.


CHAIR RESUMES


Are there any questions for the Board concerning the motion from shareholders?

Thank you – please now select either “FOR”, “AGAINST” or "ABSTAIN" for Resolution 2 on the voting card.


SLIDE 59

ORDINARY RESOLUTION 4: Director’s Election – Sarah Kennedy

To consider, and if thought fit to pass, the following ordinary resolution:

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

Company.”

I now invite Sarah to speak to her election.


SARAH TO SPEAK TO HER RE-ELECTION






SLIDE 60

Biography – 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.


CHAIR RESUMES


Are there any questions for the Board concerning the motion from shareholders?

Thank you – please now select either “FOR”, “AGAINST” or "ABSTAIN" for Resolution 2 on the voting card.


SLIDE 70

SPECIAL RESOLUTION 5: Revocation and adoption of Comvita Constitution

To consider, and if thought fit to pass, the following special resolution:

“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”.


Are there any questions for the Board concerning the motion from shareholders?

Thank you – please now select either “FOR”, “AGAINST” or "ABSTAIN" for Resolution 2 on the voting card.


The results of the resolutions will be loaded to the NZX and the company website when available following the

close of the ASM.


SLIDE 71

We now move onto General Business

I would now like to give shareholders the opportunity to ask questions - whether related to the presentations,

the Financial Statements or the management of the company.

You can continue to provide questions online, and we will also address questions already submitted online. If we

run short of time and are unable to answer your question online today, we will endeavour to respond to you after

the meeting.


Are there any questions received from shareholders?

This concludes our 2022 Annual Shareholders’ Meeting. Thank you all once more for joining us today and thank

you for your ongoing support.

To close proceedings today, Dave Walters will lead us in a closing Karakia


CLOSING KARAKIA WHAKAMUTUNGA: DAVE WALTERS


END.

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