Notice of Annual Meeting

Comvita Limited Annual Shareholders’ Meeting 2023
1



COMVITA LIMITED NOTICE OF ANNUAL MEETING 2023
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at 11:00am
on Wednesday 4 October 2023 at Pāpamoā Surf Life Saving Club, 561 Pāpāmoa Beach Road, Pāpāmoa and virtually via
an online platform. Information about how to join the meeting online are provided at the end of this Notice.
THE NATURE OF THE BUSINESS TO BE TRANSACTED AT THE MEETING IS:
A.

Apologies and Chairman’s Introduction
B.

CEO Address
C.

Reports and Financial Statements
To receive and consider the Annual Report, including the audited Financial Statements of the Company, for the
year ended 30 June 2023.
The Company’s Annual Report and Financial Statements are available to view at www.comvita.co.nz/investor
D.

Ordinary Resolutions
Please see explanatory notes at the end of this Notice of Meeting for further details.
Appointment and Remuneration of Auditors (Resolution 1)
To consider, and if thought fit to pass, the following ordinary resolution:
1.

“That the meeting record the re-appointment of KPMG as the auditors of the Company for the current
financial year ending 30 June 2024 pursuant to section 207T of the Companies Act 1993, and authorise the
Board to fix KPMG’s remuneration.”
Director’s Elections (Resolutions 2 - 4)
To consider, and if thought fit to pass, the following ordinary resolutions:
2.

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

“That Julia Hoare (appointed by the Board as a director with effect from 1 March 2023), be elected as a
Director by Shareholders.”
4.

“That Michael Sang be elected as a Director by Shareholders”
E.

General Business

Signed by:

Brett Hewlett
Chair
On behalf of the Board of Directors
5 September 2023

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Comvita Limited Annual Shareholders’ Meeting 2023

EXPLANATORY NOTES

RESOLUTION 1 – Auditor’s Appointment and Remuneration
KPMG is automatically appointed as the auditor of the Company under section 207T of the Companies Act 1993.
Section 207S of the Companies Act provides that if the auditor is appointed at a meeting of the Company the fees and
expenses of the auditor must be fixed by the Company at the meeting or in the manner that the Company determines
at the meeting. Resolution 1 accordingly authorises the directors of the Company to fix the fees and expenses of the
auditor for the financial year ending 30 June 2024.
RESOLUTIONS 2 TO 4 –Election of Directors
Under clause 28.1 of the Company’s Constitution, the Board shall fix the number of Directors of the Company,
provided that number is not more than 10 or less than three. The Board has fixed the number of directors at eight. At
this Annual Meeting there will be elections for three directors.
The Board unanimously endorses all three of the director nominations for appointment to the Board. A brief
biographical note of each of the persons seeking re-election and election as directors is set out below.

Re-election of Brett Hewlett as a Director of Comvita Limited (Resolution 2)
Under NZX Listing Rule 2.7.1 and clause 30.1 of the Company’s Constitution, a Director of the Company must not hold
office (without re-election) past the third annual meeting following the Director’s appointment or three years,
whichever is the longer. Brett Hewlett is standing down by rotation in accordance with clause 30.1 of the Company’s
Constitution and NXZ Listing Rule 2.7.1 and being eligible, offers himself for re-election by shareholders.

The Board considers that Brett Hewlett does not qualify as an independent director (as defined in the NZX Listing
Rules).

Election of Julia Hoare as a Director of Comvita Limited (Resolution 3)
Resolution 3 relates to the election of Julia Hoare who was appointed by the Board during the year as a Director of
Comvita Limited.
Pursuant to clause 28.3 of the Constitution, any person who is appointed as a Director by the Board shall be eligible
for election at the next Annual Meeting.

Julia Hoare retires in accordance with clause 28.3 of the Constitution and NZX Listing Rule 2.7.1, and offers herself for
election.

The Board considers that Julia Hoare qualifies as an independent director (as defined in the NZX Listing Rules).

Election of Michael Sang as a Director of Comvita Limited (Resolution 4)
As announced in March 2023 Luke Bunt is retiring from the Board and is not seeking re-election. Pursuant to Clauses
28.2 and 30.3 of the Constitution and NZX Listing Rule 2.2.1(b) the shareholders may appoint a director to fill the
office vacated.

In accordance with NZX Listing Rules 2.3 and clauses 28.2 and 30.3 of the Constitution, the Company has received
one director nomination for election, being Michael Sang.

The Board considers that Michael Sang qualifies as an independent director (as defined in the NZX Listing Rules).

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Comvita Limited Annual Shareholders’ Meeting 2023

Biographical note of Director nominations

Brett Hewlett
Brett is a professional director and consultant. He is a non-executive Director and
the Chair of Comvita Ltd (NZX:CVT), and an Independent Director of Quayside
Holdings Ltd (ending 31 October 2023). From 2005-2015 Brett was the Chief
Executive Officer of Comvita. Prior to Comvita, he held a number of senior roles
with global packaging firm Tetra Pak. Other former Governance and Advisory
board roles include Chair of Bluelab Holdings Ltd., Chair of Priority One, Derma
Sciences Inc. (DSCI:Nasdaq), SeaDragon (SEA:NZX), Enterprise Angels, NZTE’s
Better by Design Advisory Board and Member of the Callaghan Innovation
Stakeholder Advisory Group. Brett has a Bachelor of Food Technology from
Massey University, and a Masters of Business Administration from the International Institute for Management
Development, Switzerland. He has also completed advanced management programmes at Stanford University and
the Massachusetts Institute of Technology’s Sloan School of Management. Brett is a Member of the Institute of
Directors. He joined the Comvita board in May 2017 and is a member of both the Safety and Performance Committee
and the Audit and Risk Committee.

Julia Hoare
Julia is a professional independent director. She is Chair of Port of Tauranga
Limited, Director and Chair of the Audit & Risk Committees of Auckland
International Airport Limited and Meridian Energy Limited, and a member of the
Chapter Zero New Zealand Steering Committee. Julia is also the immediate past
Chair and President of the Institute of Directors. Julia was a partner at PwC for 20
years and is a Fellow of the Institute of Chartered Accountants and a Chartered
Fellow of the Institute of Directors. Julia joined the Comvita Board in March 2023
and is a member of the Audit & Risk Committee.


Michael Sang
Mike is a professional independent Director. He is Director and Chair of Audit & Risk
Committees for Orion NZ, BRANZ and Government Super Fund. Mike has over 20
years’ experience with a finance background and a career in a variety of sectors
including roles as CEO of Ngai Tahu Holdings and CFO of PGG Wrightson. Mike is a
Chartered Member of the IOD and a Chartered Accountant with CAANZ.

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Comvita Limited Annual Shareholders’ Meeting 2023

PROCEDURAL NOTES

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

A copy of the NZX Main Board Listing Rules can be viewed on NZX Limited’s website at www.nzx.com.
Entitlement to vote
All Comvita shareholders as at 5pm 2 October 2023 are entitled to vote on the resolutions at this Annual Meeting.
Shareholders may vote in person at the meeting, online via the Virtual Meeting platform or by proxy or corporate
representative, as set out in more detail below.
Attending in person
If you wish to vote in person, you should attend the Annual Meeting where you will be issued with a voting card.
Please bring your proxy form with you to the meeting (enclosed with the notice) to assist with your registration.

This year, we are also pleased to offer Shareholders who are attending the meeting in person, an innovative way to
lodge their vote using their mobile phone or tablet device. Shareholders can download the LinkVote+ App from the
Apple App Store or ‘Google Play’ prior to the meeting and use the App during the meeting to lodge a vote and ask a
question. Staff from Link will be available at registration to help you login to the App.

Proxies
Shareholders are entitled to appoint a proxy to attend and vote at the meeting on your behalf. A proxy does not need
to be a shareholder. If you appoint a proxy you may either direct your proxy how to vote for you or you may give your
proxy discretion to vote as he or she sees fit. If you do not tick a box for any particular resolution your proxy may vote
as he or she sees fit.
A shareholder wishing to appoint a proxy can do so:
-

Online – In accordance with the instructions set out in the Proxy Form attached or
-

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

For an appointment of a proxy to be valid it must be received in accordance with the instructions as outlined in the
Proxy Form no later than 11:00am on Monday 2 October 2023.
If the Proxy Form is completed by a shareholder with voting instructions included, but without specifying a person
that is appointed as proxy, the Chair of the Meeting is deemed to be the proxy for the purpose of that form, and will
vote in accordance with the express directions of the shareholder. If a shareholder returns this Proxy Form without
voting instructions and does not specify a person as his/her proxy, no vote will be exercised in respect of his/her
shareholding.
Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the meeting on its behalf in the same manner as
that in which it could appoint a proxy.
Resolution Requirements
An ordinary resolution where referred to means a resolution of shareholders of the Company which is approved by
more than 50% of shareholders of the Company entitled to vote and voting on the resolution. All resolutions for
consideration at the Annual Meeting are ordinary resolutions.
Voting on all resolutions put before the meeting will be by poll.
No persons are restricted from voting on, or acting as a discretionary proxy in relation to, any of the resolutions
referred to in this Notice of Meeting

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Comvita Limited Annual Shareholders’ Meeting 2023

Virtual Meeting Information
Shareholders (and appointed proxies) will be able to attend and participate in this year’s Annual Meeting virtually via
an online platform provided by our share registrar, Link Market Services at www.virtualmeeting.co.nz/cvt23.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will be able to vote and
ask questions during the Annual Meeting. If you attend the Annual Meeting online, you will require your CSN/Holder
Number for verification purposes.
More information regarding virtual attendance at the Annual Meeting (including how to vote and ask questions virtually
during the meeting) is available in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf
Comvita strongly recommends that shareholders who wish to participate in the Annual Meeting virtually review the
Virtual Annual Meeting Online Portal Guide in advance of the Annual Meeting and log in to the online portal at least 15
minutes prior to the scheduled start time for the Annual Meeting.

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


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

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

PROXY FORM/ADMISSION CARD FOR COMVITA LIMITED’S 2023 ANNUAL MEETING
The Annual Meeting of Comvita Limited will be held at Pāpamoā Surf Life Saving Club, 561 Pāpāmoa Beach Road, Pāpāmoa and online on
Wednesday 4 October 2023 commencing at 11:00am (NZT). Shareholders can attend the meeting online via the Link Market Services Virtual
Meeting platform at www.virtualmeeting.co.nz/cvt23. To attend online via the virtual meeting platform, you will require your CSN/Holder Number for
verification purposes.
If you do not propose to attend the Meeting online or in person but wish to be represented by proxy, please complete and return this form (in accordance
with the lodgement instructions above) to Comvita’s share registry, Link Market Services, by no later than 11:00am on Monday, 2 October 2023. You can
also appoint your proxy and vote on the resolutions on the reverse of this form or online by going to https://investorcentre.linkgroup.nz/voting/CVT or by
scanning the QR code above with your smartphone. Shareholders can still attend the Meeting even if a proxy has been appointed.

Appointment of proxy
The Chair of the Meeting or any Director is willing to act as a proxy for any shareholder who wishes to appoint him/her. To appoint the Chair of the Meeting
as your proxy simply tick the box allocated next to “The Chair of the Meeting”, or to appoint a Director or another person as your proxy write the full name
of that Director or the full name and address of such other person (as applicable) in the space allocated on the reverse of this form. Your proxy need not
also be a shareholder.

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

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

Appointing the Chair of the Meeting or a Director as your proxy
If you expressly appoint the Chair of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution, you
acknowledge that they will exercise your vote in favour of resolutions 1 to 4.

Attending the meeting
The 2023 Annual Meeting will be held in person at Pāpamoā Surf Life Saving Club and online where shareholders can attend at
www.virtualmeeting.co.nz/cvt23. If you will be attending online, you will require your Holder Number for verification purposes.
A corporation may appoint a person to attend online or in person and vote at the Meeting as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either joint shareholder (or their duly authorised attorney) may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).

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

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF .
I/We being a shareholder/s of Comvita Limited hereby appoint:
The Chair of the Meeting (tick)
Or ________________________________________ (name) _________________________________________________________(e-mail address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules) at the Annual Meeting of Comvita
Limited to be held on Wednesday, 4 October 2023, at 11:00am, via an online platform at www.virtualmeeting.co.nz/cvt23 and in person, and at any
adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS .
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If no box is ticked for an item, your proxy may vote as he/she sees fit.

No persons are restricted from voting on, or acting as a discretionary proxy in relation to, any of the resolutions outlined below.

RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
For Against Abstain Proxy
Discretion
1.
That the meeting record the re-appointment of KPMG as the auditors of the Company for the
current financial year ending 30 June 2024 pursuant to section 207T of the Companies Act
1993, and authorise the Board to fix KPMG’s remuneration.
  
2.

That Brett Hewlett, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
  
3.
That Julia Hoare (appointed by the Board as a director with effect from 1 March 2023), be
elected as a Director by Shareholders.
 
4.

That Michael Sang be elected as a Director by Shareholders.
 

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

STEP 3: SHAREHOLDER QUESTIONS .
Shareholders present at the Annual Meeting (in person or via the virtual annual meeting platform) will have the opportunity to ask questions during the
meeting. If you cannot attend the Annual Meeting but would like to ask a question you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/CVT after completing the online validation process or complete the question section below and return to Link
Market Services in the reply paid envelope enclosed. Questions will need to be submitted by 11:00am, Monday, 2 October 2023.
Question :


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

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