Performance Share Rights – Capital Change Notices

Capital Change Notice


Notice of issue of Performance Share Rights under the Comvita Limited (“CVT” or
“Company”) Performance Share Rights Scheme (“Scheme”). This notice is given under the
NZX Listing Rules 3.13.1 and 3.15.2 and relates to the conversion of performance share
rights (“PSR’s” into fully paid ordinary shares in CVT upon certain vesting conditions being
met under the Scheme.

Section 1: Issuer information

Name of issuer Comvita Limited
NZX ticker code CVT
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZCVTE0001S7
Currency New Zealand Dollars
Section 2: Capital change details

Number issued/acquired/redeemed 182,698 ordinary shares
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Not applicable
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

0.2624% of all Ordinary Shares
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of Ordinary Shares arising
from conversion of PSR’s issued to
Company Executives under the
Scheme to incentivise executives.
This issue represents one-third of
each participant’s entitlement under
the Scheme for the financial years
ended 30 June 2020, 2021, and
2022, following vesting conditions
being met (with the PSRs to vest in
future years subject to vesting
conditions being met).

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
26,751 PSR’s issued on 25
September 2020

16,615 PSR’s issued on 4
December 2020

83,160 PSR’s issued on 31 August
2021 in relation to the financial year
ended 30 June 2021

145,583 PSR’s issued on 31
August 2021 in relation to the
financial year ended 30 June 2022

3,015 PSR’s issued on 8 October
2021 in relation to the financial year
ended 30 June 2021

275,124 total PSR’s
69,818,159 ordinary shares
566,802 treasury stock
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Directors Resolution Listing
Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
In accordance with the terms of the
Comvita Limited Performance
Share Rights Scheme
Date of issue/acquisition/redemption
2
29 September 2022
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Nigel Greenwood
Contact person for this announcement Nigel Greenwood
Contact phone number 027 238 9522
Contact email address nigel.greenwood@comvita.com
Date of release through MAP 30 September 2022

---

Capital Change Notice





Section 1: Issuer information
Name of issuer Comvita Limited
NZX ticker code CVT
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZCVTE0001S7
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 7,497
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Not applicable
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

0.0107%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or
the Option (for example, the exercise price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue to Company Executives
under the Comvita Limited
Performance Share Rights
Scheme
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
69,825,656 ordinary shares
559,305 treasury stock

In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Directors Resolution
Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
In accordance with the terms of
the Comvita Limited
Performance Share Rights
Scheme
Date of issue/acquisition/redemption
2
29 September 2022

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Nigel Greenwood
Contact person for this announcement Nigel Greenwood
Contact phone number 027 238 9522
Contact email address nigel.greenwood@comvita.com
Date of release through MAP

30 September 2022

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Capital Change Notice



Notice of issue of Performance Share Rights under the Comvita Limited (CVT or Company)
Performance Share Rights Scheme This notice is given under the NZX Listing Rules 3.13.1 and
relates to the issuance of performance share rights which are convertible into fully paid ordinary
shares in CVT should certain vesting conditions and performance hurdles be met under CVT’s
Performance Share Rights Scheme.

Section 1: Issuer information
Name of issuer Comvita Limited
NZX ticker code CVT
Class of financial product Performance Share Rights, each
representing an entitlement to acquire
an ordinary share in CVT (“PSR’s”)
ISIN (If unknown, check on NZX website) NZCVTE0001S7
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 606,630 PSR’s
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security PSR’s issued under the Scheme for
nil consideration
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number
of Financial Products of the Class, excluding any
Treasury Stock, in existence)
1

68.80% of PSR’s on issue, giving
rights in respect of ordinary shares
equal to 0.8688% of the total ordinary
shares on issue (post issue)
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
The PSR’s are subject to a vesting
period of 3 years. Vesting is subject to
performance targets being met at the
end of the financial years ended 30
June 2022, 30 June 2023 and 30
June 2025, continued employment
and occurs in tranches (annually).
Upon vesting of the PSR’s, shares will
be transferred from treasury stock or
new shares will be issued in the
capital of the Company on the terms
and conditions described in the
Comvita Limited Performance Share
Rights Scheme. The shares will be
transferred or issued (as applicable)
for no consideration and will be
credited as fully paid up. One PSR
will convert into one ordinary share
upon vesting and will rank equally

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

with all other ordinary shares on
issue.
PSRs do not entitle the holder to
receive dividends or other
distributions, or vote in respect of
CVT ordinary shares. Holders of
PSRs cannot transfer or grant
security interests over them.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
Offer to Company Executives under
the Comvita Limited Performance
Share Rights Scheme to incentivise
executives.
Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
26,751 PSR’s issued on 25
September 2020

16,615 PSR’s issued on 4 December
2020

83,160 PSR’s issued on 31 August
2021 in relation to the financial year
ended 30 June 2021

145,583 PSR’s issued on 31 August
2021 in relation to the financial year
ended 30 June 2022

3,015 PSR’s issued on 8 October
2021 in relation to the financial year
ended 30 June 2021

15,003 shares issued 27 September
2022 in relation to the financial year
ended 30 June 2022

200,000 PSR’s issued in relation to
the financial year ended 30 June
2025

391,627 PSR’s issued in relation to
the financial year ended 30 June
2023

881,754 total PSR’s
69,825,656 ordinary shares
559,305 treasury stock
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant
to which the issue, acquisition, or redemption is made
Directors Resolution
Listing Rule 4.6.1

Capital Change Notice


Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
In accordance with the terms of the
Comvita Limited Performance Share
Rights Scheme
Date of issue/acquisition/redemption
2
29 September 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Nigel Greenwood
Contact person for this announcement Nigel Greenwood
Contact phone number 027 238 9522
Contact email address nigel.greenwood@comvita.com
Date of release through MAP

30 September 2022