Comvita advises results of resolutions at Annual Meeting

29 September 2022

Results of Annual Shareholders’ Meeting

At Comvita’s (NZX: CVT) Annual Shareholders’ Meeting held virtually today, shareholders were
asked to vote on 5 resolutions, which were unanimously supported by the Board.

All resolutions were passed by shareholders.

All resolutions were decided by poll. The details of the total number of votes cast in person or by
a proxy holder are as follows:

Ordinary Resolution For Against Abstain
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.
27,920,160
99.65%
98,425
0.35%
4,702

2 That Robert Major, who retires by rotation and is eligible
for re-election, be re-elected as a Director of the
Company.
27,989,276
99.88%
33,025
0.12%
986

3 That Mr Zhu Guangping, who retires by rotation and is
eligible for re-election, be re-elected as a Director of the
Company.
27,794,398
99.20%
223,411
0.80%
5,478

4 That Sarah Kennedy, who retires by rotation and is
eligible for re-election, be re-elected as a Director of the
Company.
27,958,807
99.78%
61,433
0.22%
3,047

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.
27,599,143
99.03%
270,313
0.97%
153,831


A copy of the new CVT Constitution is attached to this announcement.

A copy of the Comvita Limited 2022 Annual Report, Financial Statements and ASM presentation
are available at: https://www.comvita.co.nz/investor
Ends
For further information:
Brett Hewlett, Comvita Chairman, 021 740 160

Background information

About Comvita http://www.comvita.com/ (www.comvita.co.nz)
Comvita (NZX:CVT) was founded in 1974, with a purpose to heal and protect the world through the natural
power of the hive.  With a team of 550+ people globally, united with more than 1.6 billion bees, we are the
global market leader in Mānuka honey and bee consumer goods. Seeking to understand, but never to alter,
we test and verify all our bee-product ingredients are of the highest quality in our own government-
recognised and accredited laboratory.  We are growing industry scientific knowledge on bee welfare, Mānuka
trees and the many benefits of Mānuka honey and propolis.  We have pledged to be carbon neutral by 2025
and carbon positive by 2030, and we are planting 1-2million native trees every year. Comvita has operations
in Australia, China, North America, South East Asia, and Europe – and of course, Aotearoa New Zealand,
where our bees are thriving.

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CONSTITUTION OF COMVITA LIMITED

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1. Defined terms

1.1
In this constitution the following expressions have the following meanings:

“Act” means the Companies Act 1993;

“Board” means Directors who number not less than the required quorum acting together as the
board of directors of the Company;


“Company” means Comvita Limited;

“Constitution” means this constitution as it may be altered from time to time in accordance with
the Act;


“Director” means a person within the meaning of section 126(1) of the Act;

“Financial Product” has the meaning given in the Rules;

“NZX” means NZX Limited and includes its predecessors, successors and assigns and, as the
context permits, includes any authorised delegate of NZX (including the NZ Markets Disciplinary
Tribunal);


“Rules” means the NZX Listing Rules in force from time to time;

“Share” means a share in the Company;

“written” or “in writing” in relation to words, figures and symbols includes all modes of
presenting or reproducing those words, figures and symbols in a tangible and visible form.


1.2 Subject to clause 1.1, expressions:

(a)
which are defined in the Rules (whether or not expressed with an initial capital letter) have
the meanings given by the Rules.

(b) which are defined in the Act (whether generally or for the purposes of one or more
particular provisions) have the meanings given to them by the Act. Where an expression is
defined in the Act more than once and in different contexts, its meaning will be governed
by the context in which it appears in this Constitution.

2. Construction

2.1
In this Constitution:

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(a) headings appear as a matter of convenience and do not affect the interpretation of this
Constitution;

(b) the singular includes the plural and vice versa, and words importing one gender include the
other genders;

(c) a reference to an enactment or any regulations is a reference to that enactment or those
regulations as amended, or to any enactment or regulations substituted for that enactment
or those regulations;

(d) a reference to a Rule or the Rules includes that Rule or the Rules as from time to time
amended or substituted;

(e) a reference to permitted by the Act or permitted by the Rules means not prohibited by the
Act or not prohibited by the Rules;

(f) the Schedules form part of this Constitution.

RELATIONSHIP BETWEEN CONSTITUTION, ACT AND RULES
3. Companies Act

3.1 The Company, the Board, each Director and each shareholder of the Company have the rights,
powers, duties and obligations set out in the Act except to the extent that, as permitted by the
Act, they are negated or modified by this Constitution.

4. Incorporation Of Rules While Listed

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.

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5. Company must comply with Rules while listed

5.1 For so long as the Company is listed, the Company must comply with the Rules. If this
Constitution contains any provision inconsistent with the Rules, as modified by any Ruling
relevant to the Company, then the Rules prevail.

6. NZX’s Rulings

6.1 If NZX has granted a Ruling in relation to the Company authorising any act or omission which in
the absence of that Ruling would be in contravention of the Rules or this Constitution that act or
omission will, unless a contrary intention appears in this Constitution, be deemed to be
authorised by the Rules and by this Constitution.

7. Failure to comply with Rules has limited effect in some cases

7.1 Any failure to comply with the Rules or a provision of this Constitution corresponding with a
provision of the Rules does not affect the validity or enforceability of any transaction, contract,
action, decision or vote taken at a meeting of shareholders or other matter entered into by, or
affecting, the Company, except that a party to a transaction or contract who knew of the non-
compliance is not entitled to enforce that transaction or contract. This clause does not affect or
limit the rights of any Equity Security holder against the Company or the Directors.

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

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

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(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).

SHARES AND SHAREHOLDERS
10. Company’s Shares

10.1 At the time of adoption of this Constitution all Shares issued by the Company have the rights set
out in section 36 of the Act.
11. Board need not comply with statutory pre-emptive rights

11.1 Section 45 of the Act does not apply to the Company.

12. Further issues of Shares

12.1 Subject to this Constitution, the Board may issue Shares that rank as to voting or distribution
rights, or both, equally with or in priority to any existing Shares. Any such issue will not be treated
as an action affecting the rights attached to those existing Shares unless the terms of issue of
those Shares expressly provide otherwise.

13. Consolidation and subdivision

13.1 The Board may:

(a) consolidate and divide Shares or any class of Shares in proportion to those Shares or the
Shares in that class; or

(b) subdivide Shares or any class of Shares in proportion to those Shares or the Shares in that
class.

SHARE REGISTER
14. Share register may be divided

14.1 The share register may be divided into 2 or more registers kept in different places.

15. Record date for shareholder voting

15.1 The Board may determine in a notice of meeting for the purpose of voting at that meeting that
those registered shareholders as at 5 p.m. on a day not more than 2 working days before the
meeting will be the only persons entitled to exercise the right to vote at that meeting.

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16. Registration of separate parcels

16.1 A holder of Financial Products in the Company or a transferee may request the Company to
register the Financial Products held by that person in two or more separately identifiable parcels.
Where the Company agrees to such a request, the Company may, so far as it considers
convenient, communicate with the holder of the Financial Products, pay dividends and otherwise
act in respect of such parcel, as if the separately identifiable parcels belonged to different
persons.

TRANSFER OF SHARES
17. Board may refuse or delay transfer

17.1 The Board may in its absolute discretion refuse or delay the registration of any transfer of Shares
(subject to their terms of issue) if permitted to do so by the Act and the Rules.

SALE OF LESS THAN MINIMUM HOLDING
18. Compulsory sale of less than minimum holdings

18.1 The Company may at any time give notice to a Financial Product holder holding less than a
minimum holding that if, at the expiration of 3 months after the date the notice is given, Financial
Products then registered in the name of the holder are less than a minimum holding the
Company may sell those Financial Products through NZX or in some other manner approved by
NZX.

18.2 The Board may authorise the transfer of the Financial Products sold under this clause to a
purchaser of the Financial Products through NZX or in some other manner approved by NZX, and

the holder is deemed to have authorised the Company to act on behalf of the holder and to sign
all necessary documents relating to the sale. The purchaser is not bound to see to the application
of the purchase money, nor shall the title to the Financial Products be affected by any irregularity
or invalidity in the procedures under this Constitution relating to the sale, the remedy of any
person aggrieved by the sale is in damages only and against the Company exclusively.


18.3 The proceeds of the sale of any Financial Products sold under this clause must be applied as
follows:

(a) first, in payment of any reasonable sale expenses;

(b) second, in satisfaction of any unpaid calls or any other amounts owing to the Company in
respect of the Financial Products;

(c) the residue, if any, must be paid to the person who was the holder immediately before the
sale or his or her executors, administrators or assigns.

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18.4 A certificate, signed by a Director that records that a power of sale under this clause has arisen
and is exercisable by the Company is conclusive evidence of the facts stated in that certificate.

CALLS, FORFEITURE AND LIEN
19. Board may make calls on Shares

19.1 The Board may make calls on any shareholder for any money that is unpaid on that shareholder’s
Shares and not otherwise payable at a specified time or times under this Constitution or the
terms of issue of those Shares or any contract for the issue of those Shares. Sc hedule 1 governs
calls on Shares.

20. Forfeiture of Shares where calls or other amounts unpaid

20.1 The Board may exercise the rights set out in Schedule 1 for forfeiture of any Shares if the holder
of those Shares fails to pay:

(a) a call, or an instalment of a call, on those Shares; or

(b) any amount that is payable under this Constitution or the terms of issue of those Shares or
any contract for the issue of the Shares.

21. Company’s lien

21.1 The Company has a lien on Shares and dividends in respect of such Shares on the terms set out in
Schedule 1.

ACQUISITION OF OWN SHARES, REDEMPTIONS AND FINANCIAL ASSISTANCE
22. Company may acquire and hold Shares

22.1 Subject to this Constitution and the Rules, the Company may:

(a) purchase or otherwise acquire Shares issued by the Company and may hold Shares as
treasury stock; and

(b) make an offer to one or more holders of Shares to acquire Shares issued by the Company
in such number or proportions as it thinks fit,

in accordance with the Act and the Rules.

23. Company may issue and redeem Shares

23.1 Subject to this Constitution and the Rules, the Company may:

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(a) issue or redeem redeemable Shares; and

(b) exercise an option to redeem redeemable Shares issued by the Company in relation to one
or more holders of redeemable Shares,

in accordance with the Act and the Rules.

24. Board deductions from distribution

24.1 The Board may, at its discretion, deduct from any dividend or other distribution payable to a
shareholder any amount owed by the shareholder to the Company in respect of which the
Company has a lien over the specific Shares on which the dividend or other distribution is
payable. The Board must deduct from any dividend or other distribution payable to any
shareholder any amount it is required by law to deduct, including withholding and other taxes.

25. Distributions do not bear interest

25.1 No dividend or other distribution shall bear interest against the Company unless the applicable
terms of issue of a Share expressly provide otherwise.

26. Unclaimed distributions

26.1 All dividends and other distributions unclaimed for one year after the due date for payment may
be invested or otherwise made use of by the Board for the benefit of the Company until claimed.
The Company shall be entitled to mingle the distribution with other money of the Company and
shall not be required to hold it or to regard it as being impressed with any trust but, subject to
compliance with the solvency test, shall pay the distribution to the person producing evidence of
entitlement.

MEETINGS OF SHAREHOLDERS
27. Proceedings at meetings of shareholders and interest groups

27.1 Schedule 2 governs the proceedings at meetings of shareholders. Schedule 2 also governs the
proceedings of meetings of any interest group required to be held by the Act, the Rules, or this
Constitution, with all necessary consequential modifications, except that the quorum shall be the
members of the interest group holding 5% or more of the total number of Financial Products held
by all members of that group having the right to vote at the meeting.

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DIRECTORS
28. Appointment of Directors

28.1 The number of Directors must not at any time be more than ten nor less than three and subject
to these limitations the number of Directors to hold office shall be fixed from time to time by the
Board. At least two Directors must be ordinarily resident in New Zealand and at least two
Directors must be Independent Directors.

28.2 Any natural person who is not disqualified under the Act and who has been nominated in
accordance with the Rules, may be appointed as a Director by an ordinary resolution of Equity
Security holders.
Each resolution must be for the appointment, election or re- election of one
director only.


28.3 The Board may appoint any person who is not disqualified under the Act to be a Director to fill a
casual vacancy or as an addition to the existing Directors. Any Director appointed under this
clause may hold office only until the next annual meeting, and is then eligible for election.

28.4 The persons holding office as directors of the Company on adoption of this Constitution continue
in office and are deemed to have been appointed as Directors pursuant to this Constitution.
Similarly the chairperson of the Board continues in office and is deemed to have been appointed
as chairperson pursuant to this Constitution.

28.5 A Director may, with the consent of a majority of the other Directors, appoint an alternate
Director in accordance with the following:

(a) A Director may not act as an alternate for another Director;

(b) The alternate appointment may be revoked at any time by the appointing Director or by a
majority of the Board;

(c) Subject to (b) above an alternate Director can be appointed either for a specified period or
generally during the absence from time to time of such Director.

(d) Unless otherwise provided for by the terms of his or her appointment, an alternate
Director has the same rights, powers and privileges (including the right to receive notice of
meetings of Directors but excluding the power to appoint an alternate director) and will
discharge all the duties of and must be subject to the same provisions as the Director in
whose place he or she acts;

(e) Any notice appointing or removing an alternate Director may be given by delivering it or by
sending it through the post or by facsimile or pdf email transmission to the Company and is
effective as from the time of its receipt;

(f) Every person acting as an alternate shall alone be responsible to the Company for his or
her own acts and defaults and the alternate shall not be deemed to be the agent of or for
the appointing Director;

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(g) No Director may appoint a deputy or agent otherwise than as an alternate Director.

29. Removal of Directors

29.1 Any Director may be removed from office by an ordinary resolution of shareholders passed at a
meeting called for the purpose of, or for purposes that include, removal of the Director.

30. Rotation of Directors

30.1 No Director may hold office (without re-election) past the third annual meeting following the
Director’s appointment or 3 years, whichever is the longer. Therefore, at the annual meeting in
each year every Director who has been in office for 3 annual meetings following their
appointment or for 3 years, whichever is longer, shall retire from office, but shall be eligible for
re-election at that meeting. This obligation does not apply to Directors appointed by the Board
pursuant to clause 28.3 (who are offered for election under that clause).

30.2 A retiring Director continues to hold office:

(a) until he or she is re-elected; or

(b) if he or she is not re-elected, until the meeting of Equity Security holders at which he or she
retires (or any adjournment of that meeting) elects someone in his or her place;

(c) if the meeting of Equity Security holders does not elect someone in his or her place, until
the end of the meeting or any adjournment of the meeting.

30.3 The Equity Security holders may by ordinary resolution fill the office vacated by a Director who is
retiring in accordance with this clause by electing a person who is not disqualified under the Act
and who has been nominated in accordance with the Rules to that office at the annual meeting at
which the outgoing Director retires. If no new Director is elected and if the retiring Director (not
being disqualified under the Act) is offering himself or herself for re-election, the retiring Director
shall be deemed to be re-elected unless it is expressly resolved by ordinary resolution not to fill
the vacated office or a resolution for the re-election of that Director is put to the meeting and
lost.

31. No shareholding qualification for Directors

31.1 There is no shareholding qualification for Directors.

32. Election of chairperson of the Board and term of office

32.1 The Directors may elect one of their number as chairperson of the Board.

32.2 The chairperson of the Board holds that office until he or she vacates that office or the Directors
elect a chairperson in his or her place.

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33. Vacancies

33.1 The office of Director is vacated if the person holding that office:

(a) dies; or

(b) is absent from 3 consecutive meetings of the Board without leave being granted by a
resolution of the Board and the Board resolves that the Director has vacated office; or

(c) becomes disqualified from being a director pursuant to the Act; or

(d) retires from office and is not re-elected or deemed to have been re-elected under this
Constitution.

33.2 The Board may continue to act where there is a vacancy in their body provided that if the number
of Directors falls below three the continuing Directors may act to remedy the shortfall in
Directors or to summon a meeting of the Company’s shareholders, but for no other purpose.

34. Meetings of the Board

34.1 Schedule 3 governs the proceedings at meetings of the Board, except where otherwise agreed by
all Directors in relation to a particular meeting or meetings. Schedule 3 to the Act does not apply
to proceedings of the Board.

35. Written resolutions of Board permitted

35.1
A written resolution signed or assented to by all of the Directors then entitled to receive notice of
a meeting of the Board is as valid and effective
as if it had been passed at a meeting of the Board
duly convened and held.


36. Written resolutions may be in counterparts

36.1 Any written resolution may consist of several copies of the resolution, each signed or assented to
by one or more of the Directors. A copy of a written resolution, which has been signed and is sent
by facsimile or pdf email transmission or any similar means of communication, will satisfy the
requirements of this clause.

37. Board delegates to comply with regulations

37.1 In exercising the Board’s delegated powers, any committee of Directors, Director, employee, or
any other person must comply with any regulations that the Board may impose.

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38. Committee proceedings

38.1 The provisions of this Constitution relating to meetings and proceedings of the Board also apply
to meetings and proceedings of any committee of Directors, except to the extent the Board
determines otherwise.

39. Remuneration and Reimbursement of expenses

39.1 The Board may authorise the payment of remuneration or the provision of other benefits by the
Company to a Director for services as a Director or in any other capacity in accordance with the
Act and the Rules.

39.2 A Director may be reimbursed for reasonable travelling, accommodation and other expenses
incurred in the course of performing duties or exercising powers as a Director without requiring
the prior approval of shareholders.

40. Board may appoint Managing Director

40.1
The Board may appoint one of the Directors to the office of Managing Director (by whatever
name called) for a term not exceeding 3
years and on such other terms as the Board thinks fit but
subject to any requirements (including as to rotation) of the Rules. A Managing Director may be
re-appointed at any time within 3 months before expiry of a term of appointment for a fu rther
period not exceeding 3 years, again subject to any requirements of the Rules. Subject to the
terms of any agreement entered into between the Board and the Director concerned, the Board
may revoke the appointment. The appointment of a Managing Director shall terminate
automatically if he or she ceases to be a Director.

41. Remuneration of Managing Director

41.1 A Managing Director will receive in addition to remuneration for services as a Director such
remuneration and benefits as the Board may determine.

42. Powers conferred on Managing Director

42.1 Subject to the restrictions on delegation in the Act, the Board may:

(a) confer on a Managing Director any of the powers exercisable by the Board; and

(b) without affecting the powers of a Managing Director to act as a member of the Board,
impose such terms and conditions and such restrictions as the Board thinks fit; and

(c) alter or revoke any of the powers it confers under this clause.

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VOTING
43. Voting

43.1 Notwithstanding anything to the contrary in this Constituti on or the Act the voting restrictions
outlined in Rule 6.3.1, and the provisions of Rule 6.3.2 and 6.3.3 must be complied with at all
times, provided that no resolution of, or proceeding at, a meeting of Financial Product holders
will be void on the basis of a breach of Rule 6.3.1.

43.2 Any person who is a Disqualified Person for the purpose of Rule 6.3.1 must promptly notify the
Company of that fact and authorises the Company to disclose their identity to NZX if requested by
NZX.

GENERAL
44. Company may indemnify directors and employees for certain liabilities

44.1 The Company shall indemnify a director or employee of the Company or a related company for
any liability or costs for which a director or employee may be indemnified under the Act. The
Board may determine the terms and conditions of such an indemnity.

45. Company may effect insurance for directors and employees

45.1 The Company may, with the prior approval of the Board, effect insurance for a director or
employee of the Company or a related company for any li ability or costs for which a company
may effect insurance for a director or employee under the Act. The Board may determine the
amounts and the terms and conditions of any such insurance.
46. Manner of execution of deeds

46.1 An obligation which, if entered into by a natural person, would, by law, be required to be by deed,
may be entered into on behalf of the Company in writing signed under the name of the Company
by a Director, or any other person authorised by the Board, whose signature must be witnessed,
or as otherwise permitted by the Act.

47. Distribution of surplus assets in kind

47.1 If the Company is liquidated the liquidator may, with the approval of shareholders by special
resolution, but subject to any other sanction required by the Act:

(a) divide among the shareholders in kind the whole or any part of the surplus assets of the
Company and for that purpose the liquidator may:

(i) fix such values for surplus assets as the liquidator considers to be appropriate; and

(ii) determine how the division will be carried out as between shareholders or different
classes of shareholder; and

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(b) vest the whole or any part of any such surplus assets in trustees upon such trusts for the
benefit of such of those shareholders as the liquidator thinks fit,

but so that no shar eholder is compelled to accept any shares or other securities on which there is
any liability.

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SCHEDULE 1: Calls, Forfeiture and Liens


INTERPRETATION
1. Construction

1.1 Unless stated otherwise, references to clauses are references to clauses in this Schedule.

CALLS ON SHARES
2. Shareholders must pay calls

2.1 Every shareholder on receiving at least 10 working days’ notice (or such longer term as the terms
of issue of the applicable Share shall require) specifying the time or times and the place of
payment must pay, in accordance with that notice, the amount called to be paid in respect of any
Shares that shareholder holds. The Board may revoke or postpone a call, or require a call to be
paid by instalments.

3. Call made when Board resolution passed

3.1 A call is regarded as having been made at the time when the Board resolution authorising the call
was passed.

4. Joint holders are jointly and severally liable

4.1 The joint holders of a Share are jointly and severally liable to pay all calls for that Share.

5. Unpaid calls will accrue Interest

5.1 If an amount called is not paid in full at the time specified for payment, the person from whom
the amount is due must pay the Company interest on the amount that remains unpaid at a rate
determined by the Board and calculated from the time specified for payment until the day of
actual payment. Subject to the Rules, the Board may waive some or all of the payment of that
interest.

6. Amounts payable under terms of issue treated as calls

6.1 Any amount that becomes payable on issue or at any specified date under this Constitution or
under the terms of issue of Shares or under a contract for the issue of Shares, will be regarded as
being a call duly made and payable on the specified date. If the payment is not made, the
relevant provisions of this Constitution will apply as if the amount had become payable by virtue
of a call made in accordance with this Constitution.

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7. Board may differentiate between shareholders as to calls

7.1 On the issue of Shares, the Board may differentiate between shareholders as to the amount of
calls to be paid and the times of payment.

8. Board may accept payment in advance for calls

8.1 Where a shareholder is willing to advance some or all of the money unpaid and uncalled on any
Share of that shareholder, the Board may accept the amount advanced on the Company’s behalf.
The Board may pay interest on that amount at a rate agreed between the Board and that
shareholder for the period between the date that the amount is accepted and the date that the
amount becomes payable pursuant to a call or the date specified for its payment.

8.2 The Board may at any time repay to any shareholder the whole or any portion of any money so
advanced upon giving that holder at least 10 working days’ notice in writing and as from the date
of such repayment interest (if any) shall cease to accrue on the money so repaid.

8.3 A shareholder is not entitled as of right to any payment of interest on any amount so paid in
advance and the Board may decline to pay any interest. Any amount so paid in advance must not
be taken into account in ascertaining the amount of any dividend or other distribution payable
upon the Shares concerned.

FORFEITURE OF SHARES
9. Board may by notice require forfeiture of Shares if calls unpaid

9.1 The Board may during the time that a call, instalment, or other amount remains unpaid on a
Share, serve a notice on the holder of that Share requiring payment of the unpaid call,
instalment, or other amount, together with any accrued interest and any expenses incurred by
the Company by reason of non-payment.

10. Notice of forfeiture must satisfy certain requirements

10.1 The notice served on a shareholder under clause 9.1 must specify a date not earlier than 10
working days after the date the notice is served by which the payment is to be made. The notice
must also state that in the event of non-payment by the appointed time, the Shares to which the
call, instalment, or other amount relates, will be liable to be forfeited by the shareholder.

11. Failure to comply with notice may lead to forfeiture

11.1 Where a valid notice under clause 9.1 is served on a shareholder and the shareholder fails to
comply with the notice, then the Board may resolve that any Share for which that notice was
given and all distributions authorised and not paid before the notice was served be forfeited.

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12. Board may deal with forfeited Share

12.1 A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the
Board thinks fit. However, the Board may cancel the forfeiture at any time before the sale or
other disposition on such terms as the Board thinks fit if the call, installment or other amount
which remains unpaid on the Share is paid.

13. Shareholder whose Shares are forfeited loses rights

13.1 A person whose Shares have been forfeited immediately ceases to be a shareholder in respect of
those Shares notwithstanding any other provision of this Constitution, and remains liable to pay
the unpaid amount that the shareholder owes the Company, but that liability shall cease if the
Company receives payment in full of all money owing for those Shares.

14. Evidence of forfeiture

14.1
A certificate signed by a Director that a Share has been duly forfeited on a stated date is
conclusive evidence of the facts stated in that certificate.


15. Company may sell forfeited Share

15.1 The Company may receive the consideration, if any, given for a forfeited Share following a sale or
disposition, and may execute a transfer of the Share in favour of the person to whom the Share is
sold or disposed of, and register that person as the holder of the Share. That person is not bound
to see to the application of the purchase money, if any, nor is the title to the Share affected by
any irregularity or invalidity in the procedures under this Constitution in respect of the forfeiture,
sale or disposal of that Share. Any residue after satisfaction of unpaid calls, instalments,
premiums or other amounts and interest, and expenses, shall be paid to the previous holder, or
to his or her executors, administrators or assigns.
LIEN ON SHARES
16. Company’s lien

16.1 The Company has a lien, ranking in priority over all other equities, on:

(a) all Shares registered in the name of a shareholder; and

(b) all dividends authorised in respect of such Shares; and

(c) the proceeds of sale of such Shares,

16.2 for:

(a) unpaid calls and instalments payable in respect of any such Shares; and

(b) interest on any such calls or instalments; and

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(c) sale expenses owing to the Company in respect of any such Shares; and

(d) any amounts that the Company may be called on to pay under any statute, regulation,
ordinance or other legislation in respect of the Shares of that shareholder, whether the due
date for payment has passed or not.

17. Company may sell Share on which it has a lien

17.1 The Company may sell a Share on which it has a lien in such manner as the Board thinks fit,
where:

(a) the lien on the Share is for a sum which is presently payable; and

(b) the registered holder of the Share, or the person entitled to it on his or her death or
bankruptcy, has failed to pay that sum within 10 working days after the Company has
served that registered holder written notice demanding payment of that sum.

18. Company may transfer Share and apply proceeds

18.1
The Company may receive the consideration given for a Share sold under clause 17.1, and may
execute a transfer of the Share in favour of the person to whom the Share is sold, and register
that person as the holder of the Share discharged from all calls due prior to the purchase.


18.2 The purchaser is not bound to see to the application of the purchase money, and the purchaser’s
title to the Share is not affected by any irregularity or invalidity in the proceedings relating to the
sale. The remedy of any person aggrieved by the sale shall be in damages only and against the
Company exclusively.

18.3 The Company must apply the sale proceeds in payment of the sum presently payable on the lien,
and the balance, if any, shall (subject to a like lien for sums not presently payable that existed
upon the Share before the sale) be paid to the person who held the Share immediately before
the date of sale or to his or her executors, administrators or assigns.

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SCHEDULE 2: Proceedings at Meetings of Shareholders

INTERPRETATION
1. Construction

1.1 Unless stated otherwise, references to clauses are references to clauses in this Schedule.

1.2 A reference in this Schedule to a shareholder present at a meeting or entitled to vote at a
meeting includes a reference to a proxy of a shareholder, a representative of a corporate
shareholder, an attorney of a shareholder, and any person who may lawfully act on behalf of a
shareholder.

NOTICE
2. Written notice must be given to shareholders, Directors and auditors

2.1 Written notice of the time and place of a meeting of shareholders must be sent to every
shareholder entitled to receive notice of the meeting and to every Director and any auditor of the
Company not less than 10 working days before the meeting.
3. Notice must state nature of business

3.1 The notice must:

(a) state the nature of the business to be transacted at the meeting in sufficient detail to
enable a shareholder to form a reasoned judgment in relation to it; and

(b) state the text of any resolution to be submitted to the meeting; and

(c) contain or be accompanied by sufficient explanation, reports, valuations and other
information to enable a reasonable person to understand the effect of the resolutions
proposed in the notice; and

(d) for so long as the Company is listed, comply with the requirements of the Rules.

4. Proxy form must be sent with notice

4.1 A proxy form must be sent with each notice of meeting.

5. Irregularities in notice may be waived

5.1 Any irregularity in a notice of a meeting is waived if all the shareholders entitled to attend and
vote at the meeting attend the meeting without protest as to the irregularity or if all such
shareholders agree to the waiver.

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6. Company’s accidental failure to send notice does not invalidate meeting

6.1 The accidental omission to send notice of a meeting to, or the failure to receive notice by, any
person entitled to that notice, does not invalidate the proceedings at that meeting.

7. Notice of an adjournment

7.1 If a meeting is adjourned for less than 30 days no notice of the time and place of the adjourned
meeting need be given other than by announcement at the meeting from which the adjournment
took place.

7.2 If a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given in
the same way as notice was given of the meeting from which the adjournment took place.

MEETING AND QUORUM
8. Methods of holding meetings

8.1
A meeting of shareholders may be held either;

(a) by a number of shareholders, who constitute a quorum, being assembled together at the
place, date and time appointed for the meeting; or

(b) by means of audio, audio and visual and/or electronic means by which all shareholders
participating and constituting a quorum can simultaneously hear each other throughout
the meeting.

8.2 The Company is not required to hold meetings of shareholders in the manner specified in clause
8.1(b). Meetings will be held in that manner only if the notice of meeting so specifies or the Board
otherwise decides that the Company should do so.

9. Business to be transacted only if a quorum is present

9.1 Subject to clauses 11.1 and 12.1, business may be transacted at a meeting of shareholders only if
a quorum is present at the time when the meeting proceeds to business.
10. Quorum for shareholders’ meeting

10.1 A quorum for a meeting of shareholders is present if 3 or more shareholders are present having
the right to vote at the meeting.

11. Meeting convened at shareholders’ request dissolved if no quorum

11.1 If a quorum is not present within 30 minutes after the time appointed for the meeting convened
on the written request of shareholders holding Shares together carrying at least 5 percent of the
voting rights entitled to be exercised, the meeting will be dissolved automatically.

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12. Other meetings to be adjourned if no quorum

12.1 If a quorum is not present within 30 minutes after the time appointed for a meeting (other than a
special meeting convened under the Act or a meeting of an interest group), the meeting will be
adjourned to the same day in the following week at the same time and place, or to such other
day, time, and place as the Directors may appoint. If at the adjourned meeting a quorum is not
present within 30 minutes after the time appointed for the meeting, the shareholders present
will constitute a quorum.

CHAIRPERSON
13. Chairperson of Board to be chairperson of meeting

13.1 The chairperson of the Board, if one has been elected by the Directors and is present at a
meeting of shareholders, will chair the meeting.

14. Directors may elect chairperson if chairperson of Board not available

14.1 If no chairperson of the Board has been elected or, if at any meeting of shareholders the
chairperson of the Board is not present within 15 minutes of the time appointed for the
commencement of the meeting or is unwilling to act, the Directors present may elect one of their
number to be chairperson of the meeting.

15. Shareholders may elect chairperson

15.1 If at any meeting of shareholders, no Director is willing to act as chairperson or if no Director is
present within 15 minutes of the time appointed for the commencement of the meeting, the
shareholders present may elect one of their number to be chairperson of the meeting.

16. Chairperson’s power to adjourn meeting

16.1 The chairperson of a meeting at which a quorum is present:

(a) may adjourn the meeting with the consent of the shareholders present who are entitled to
attend and vote at that meeting; and

(b) must adjourn the meeting if directed by the meeting to do so.

16.2 The only business that may be transacted at any adjourned meeting is the business left unfinished
at the meeting from which the adjournment took place.

17. Chairperson may dissolve or adjourn unruly meetings

17.1 The chairperson may adjourn or dissolve the meeting if in his or her opinion the meeting has
become so unruly, disorderly or inordinately protracted, that the business of the meeting cannot

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be conducted in a proper and orderly manner. The chairperson may exercise this power without
the consent of the meeting and without giving reasons.

18. Dissolved meetings - unfinished business

18.1 If the chairperson proposes to dissolve a meeting pursuant to clause 17.1, and there is any item
of unfinished business of the meeting which in his or her opinion requires to be voted upon, then
that item shall be dealt with by the chairperson directing it to be put to the vote by a poll without
further discussion.

VOTING
19. Votes of joint holders

19.1 Where two or more persons are registered as the holders of a Share, the vote of the person
named first in the share register and voting on a matter must be accepted to the exclusion of the
votes of the other joint holders.

20. Shareholder loses certain voting rights if calls unpaid

20.1 If a sum due to the Company in respect of any Share registered in a shareholder’s name has not
been paid then that Share may be voted at a meeting of an interest group but not at any other
meeting of shareholders.

21. Chairperson not allowed casting vote

21.1 In the case of an equality of votes the chairperson does not have a casting vote.


POLLS
22. Voting by Poll

22.1 At a meeting of shareholders voting must be by poll.


23. Counting votes cast in a poll

23.1 Votes must be counted according to the votes attached to the Shares of each shareholder
entitled to vote and voting.

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24. Declaration of poll result

24.1 The chairperson of the meeting may declare the result of a poll either at or after the meeting, and
when the outcome of the poll is known, may do so regardless of whether all votes have been
counted.

24.2 The result of a poll declared by the chairperson of the meeting will be treated as the resolution of
the meeting at which the poll was taken on the issue for which the poll was taken.

25. Auditor of Company to be scrutineer

25.1 The auditor of the Company (including employees and agents of the auditor) for the time being,
or if the auditor of the Company is unable or unwilling to act, then such person as the
chairperson nominates, shall act as scrutineer for the purposes of a poll.

SHAREHOLDER PROPOSALS
26. Shareholder proposals by written notice

26.1 A shareholder may give written notice to the Board of a matter the shareholder proposes to raise
for discussion or resolution at the next meeting of shareholders at which the shareholder is
entitled to vote. The provisions of clause 9 of Schedule 1 to the Act apply to any notice given
pursuant to this clause.

PROXIES
27. Proxies permitted

27.1 A shareholder may either exercise the right to vote by being present in person or represented by
proxy.

28. Proxy to be treated as shareholder

28.1 A proxy for a shareholder is entitled to attend and be heard at a meeting of shareholders as if the
proxy were the shareholder.

29. Appointment of proxy must be in writing and specify restrictions

29.1 A proxy must be appointed by a notice in writing that is signed by the shareholder, and the notice
must state whether the appointment is for a particular meeting or a specified term. A proxy need
not be a shareholder of the Company.
30. Notice of proxy to be produced at least 48 hours before meeting

30.1 No appointment of a proxy is effective in relation to a meeting unless a copy of the notice of
appointment is produced to the Company at least 48 hours before the time for holding the

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meeting or adjourned meeting at which the person named in the notice proposes to vote. If the
written notice appointing a proxy is signed under power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate of non-revocation
of the power of attorney must accompany the notice.

31. Form of notice of proxy

31.1 A notice appointing a proxy shall be in such form as the Board may direct.

31.2 Proxy forms must:

(a) provide for two-way voting on all resolutions, enabling the shareholder to instruct the
proxy as to the casting of the vote; and

(b) not be sent with any name or office (e.g. “chairman of directors”) filled in as proxy holder;
and

(c) contain a statement outlining who is subject to voting restrictions in relation to each
resolution.

31.3 So far as reasonably practicable, resolutions must be framed in a manner which facilitates two
way voting instructions for proxy holders.

32. Vote by proxy valid where no notification before meeting of disqualified proxy

32.1 Where:

(a) th e shareholder has died or become incapacitated; or

(b) the proxy, or the authority under which the proxy was executed, has been revoked; or

(c) the Share in respect of which the notice of proxy is given has been transferred,

before a meeting at which a proxy exercises a vote in terms of a notice of proxy but the Company
does not receive written notice of that death, incapacity, revocation, or transfer before the start
of the meeting, the vote of the proxy is valid.

POSTAL VOTES
33. Postal votes are permitted only at Board’s option

33.1 A shareholder may exercise the right to vote at a meeting by casting a postal vote only if the
Board, prior to the giving of notice of a meeting, has so determined and, if the Board so
determines, the provisions of clause 7 of Schedule 1 to the Act shall apply.

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ELECTRONIC VOTING
34. Voting by Electronic Means

34.1 To the extent permitted by the Act and the Rules, the Board may allow shareholders to vote by
signifying their assent or dissent by electronic means instead of the shareholder voting by
another method permitted by the Act or this Constitution.

CORPORATE REPRESENTATIVES
35. Corporations may act by representative

35.1
A body corporate which is a shareholder may appoint a representative to attend any meeting of
shareholders on its behalf in the same manner as that in which it
could appoint a proxy. The
representative shall be entitled to attend and be heard at a meeting of shareholders as if the
representative were the shareholder.


MINUTES
36. Board must keep minutes of proceedings

36.1 The Board must ensure that minutes are kept of all proceedings at meetings of shareholders and
that a record is kept of all written resolutions of shareholders. Minutes which have been signed
correct by the chairperson of the meeting are evidence of the proceedings at the meeting unless
they are shown to be inaccurate.

OTHER PROCEEDINGS
37. Chairperson may regulate other proceedings

37.1 Except as provided in this Schedule, the chairperson of a meeting of shareholders may regulate
the proceedings at the meeting.

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SCHEDULE 3: Proceedings of the Board


INTERPRETATION
1. Construction

1.1 Unless stated otherwise, references to clauses are references to clauses in this Schedule.

NOTICE OF MEETING
2. Director’s power to convene meetings

2.1 A Director, or any other person at the request of a Director, may convene a meeting of the Board
by giving notice in accordance with this Schedule.

3. Notice to be sent to Director’s address

3.1 The notice of meeting must be a written notice delivered by hand to the Director, or sent to the
address or facsimile number, or an electronic mail message sent to the electronic mail address,
which the Director provides to the Company for that purpose, or if an address or facsimile
number, or electronic mail address, is not provided, then a written notice to his or her last place
of employment or residence or facsimile number known to the Company.

4. Notice to contain certain details

4.1 The notice of meeting must include the date, time and place of the meeting and the matters to
be discussed in sufficient detail to enable a reasonable Director to appreciate the general import
of the matters.

5. Period of notice required to be given to Directors

5.1 At least two days’ notice of a meeting of the Board must be given unless the chairperson (or, in
the chairperson’s absence from New Zealand, the deputy chairperson (if any), and in the deputy
chairperson’s absence, any other Director) believes it is necessary to convene a meeting of the
Board as a matter of urgency, in which case shorter notice of the meeting of the Board may be
given, so long as at least two hours’ notice is given. Any such shorter notice may be given by
telephone communication to each Director at the telephone number provided to the Company
by each Director provided that written notice shall be given to the Directors within the shorter
notice period where it is practicable to do so.

6. Directors may waive irregularities in notice

6.1 Any irregularity in the notice of a meeting, or failure to comply with clauses 2 to 5 of this
Schedule is waived if all Directors entitled to receive notice of the meeting attend the meeting

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without protest as to the irregularity or failure, or if all Directors entitled to receive notice of the
meeting agree to the waiver.

MEETING AND QUORUM
7. Methods of holding meetings

7.1 A meeting of the Board may be held either:

(a) By a number of Directors who constitute a quorum, being assembled together at the place,
date and time appointed for the meeting; or

(b)
By means of audio, or audio and visual, and/or electronic means by which all Directors
participating can simultaneously hear each other throughout the meeting.

8. Quorum for Board meeting

8.1 Unless otherwise determined by the Board, the quorum necessary for the transaction of business
at a meeting of the Board is a majority of the Directors. No business may be transacted at a
meeting of the Board unless a quorum is present.

9. Meeting adjourned if no quorum

9.1 If a quorum is not present within 30 minutes after the time appointed for a meeting of the Board,
th e chairperson will adjourn the meeting to a specified day, time and place, the day being within
the next 2 days. If no such adjournment is made the meeting will be adjourned automatically
until the following working day at the same time and place. If at the adjourned meeting a quorum
is not present within 30 minutes from the time appointed for the meeting, the Directors present
will constitute a quorum.

CHAIRPERSON
10. Chairperson to chair meetings

10.1 The chairperson of the Board will chair all meetings of the Board. If no chairperson is elected, or if
at a meeting of the Board the chairperson is not present within 15 minutes after the time
appointed for the commencement of the meeting, then the Directors present may elect one of
their number to be chairperson of the meeting.

VOTING
11. Voting on resolutions

11.1 Each Director has one vote. A resolution of the Board is passed if it is agreed to by all Directors
present without dissent or if a majority of the votes cast on it are in favour of it. A Director must
not vote where that Director is not permitted to vote by the Rules or this Constitution. A Director
present at a meeting of the Board may abstain from voting on a resolution, and any Director who

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abstains from voting on a resolution will not be treated as having voted in favour of it for the
purposes of the Act.

11.2 A Director must not vote on a resolution or be counted in a quorum for the consideration of any
matter in which that Director is interested within the meaning of the Act, except if the matter:

(a) Is one in respect of which Directors are expressly required by the Act to sign a certificate;
or

(b) Relates to the grant of an indemnity under section 162 of the Act.

12. Chairperson does not have a casting vote

12.1 The chairperson of the Board does not have a casting vote.

MINUTES
13. Board must keep minutes of proceedings

13.1 The Board must ensure that minutes are kept of all proceedings of meetings of the Board.
Minutes which have been signed correct by the chairperson of the meeting are evidence of the
proceedings at the meeting unless they are shown to be inaccurate.

OTHER PROCEEDINGS
14. Board may regulate other proceedings

14.1 Except as set out in this Schedule, the Board may regulate its own procedure.