Notice of Annual Meeting

Comvita Limited Annual Shareholders’ Meeting 2024
1



1 October 2024
COMVITA LIMITED NOTICE OF ANNUAL MEETING 2024
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at 11:00am
on Wednesday 30 October 2024 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 2024.
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 2025 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 Bridget Coates, who retires by rotation and is eligible for re-election, be re-elected as a Director of
the Company.”
3.

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

“That Lucas Bunt (appointed by the Board as a director with effect from 1 September 2024), be elected as a
Director by Shareholders.”
E.

General Business

Signed by:


Bridget Coates
Chair
On behalf of the Board of Directors
1 October 2024

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Comvita Limited Annual Shareholders’ Meeting 2024

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 2025.
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 six. 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 Bridget Coates 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. Bridget Coates 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 herself for re-election by shareholders.

The Board considers that Bridget Coates does qualify as an independent director (as defined in the NZX Listing Rules).

Re-election of Yawen Wu 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. Yawen Wu 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 herself for re-election by shareholders.

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

Election of Lucas Bunt as a Director of Comvita Limited (Resolution 3)
Resolution 3 relates to the election of Lucas Bunt (Luke) 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.

Luke Bunt retires in accordance with clause 28.3 of the Constitution and NZX Listing Rule 2.7.1, and offers himself for
election.

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

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Comvita Limited Annual Shareholders’ Meeting 2024

Biographical note of Director nominations

Bridget Coates
Bridget is Chair of Toitū Tahua: Centre for Sustainable Finance and Chair of
Koi Tu (a think tank, based at the University of Auckland). She is also Director
of Yealands Wine Group, Northern Rescue Helicopter Ltd, American
Chamber of Commerce and MyFarm Kiwifruit Investment Fund and Director
and Trustee of Mindful Money, a charity with a focus on encouraging
responsible investment. She has been a Governor of the NZ Superannuation
Fund and a Director of the Reserve Bank of New Zealand. Bridget has also
been a Director of public companies, Sky City Limited and Fisher & Paykel
Appliances Holdings Limited, and a Director of Tegel Group Holdings Ltd.
She was formerly CEO of Carter Holt Harvey Plastic Products and Director of
Research for CS First Boston NZ Ltd as well as being a Member of the
University of Auckland Council. Bridget joined the Comvita Board as an
Independent Director on 1 October 2021, appointed Chair on 31 August 2024,
and is a member of the Safety & Performance Committee and Audit & Risk
Committee.
Yawen Wu
Ms Wu joined China Resources in April 2012 as Business Director of Strategy
Department of China Resources (Holdings) Limited, and she joined China
Resources Enterprise (CRE) as head of Asset Management Division in July
2021. Ms Wu also works as CEO of China Resources Verlinvest Health
Investment Co, Ltd since 2019. Ms Wu previously leads international M&A
transactions and post-investment management at CR group level, and she
has over ten-years’ experience in investment, strategic planning and
management with industries across consumer goods, healthcare and real
estate. Ms Wu is currently a member of the board of directors and a member
of a few board sub-committees of companies including Oatly Group AB
(OTLY.US) and a number of domestic companies that CR group has invested
in mainland China. Ms Wu holds a Master of Science degree in International
Business from University of Nottingham in the United Kingdom. Yawen joined
the Comvita Board on 13 September 2021.
Luke Bunt
Luke is a professional director and small business mentor, Luke has over 30
years’ experience in manufacturing, wholesaling and retailing in both durable
goods and FMCG and has considerable experience in financial services and
property. He has held senior executive positions in a number of well-known
New Zealand corporates, both public and private. This includes ten years
with The Warehouse Group where he was Chief Financial Officer and Head of
Property, and 10 years with the DB Group where he was Group General
Manager Finance and Planning. Luke was previously on the Comvita Board
from July 2014 through to September 2023. He re-joined the Comvita Board
in September 2024 and is a member of Audit & Risk Committee and Safety &
Performance Committee.

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Comvita Limited Annual Shareholders’ Meeting 2024

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 25 October 2024 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.

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 MUFG Corporate
Markets 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 28 October 2024.
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 2024

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, MUFG Corporate Markets (formerly Link Market Services) at
www.virtualmeeting.co.nz/cvt24.
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 Meeting Guide available at
https://bcast.linkinvestorservices.co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf.
Comvita strongly recommends that shareholders who wish to participate in the Annual Meeting virtually, review the
Virtual Meeting 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.

ENDS
For more information, please contact:

Jessica Sanders | Comvita
Mobile: +61 448 303 839
Email: Jessica.sanders@comvita.com

Background information
Comvita (NZX:CVT) was founded in 1974/5, 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 scientific knowledge on Mānuka trees, the many benefits of Mānuka honey and propolis and bee welfare. We
have planted millions of native trees, improving our natural ecosystems and biodiversity, and mitigating climate
change in conjunction with our focus on carbon emissions reduction, while helping ensure the supply of high quality
Mānuka honey. In 2023 Comvita was certified B Corp, a global community of like-minded companies that strive to
balance profit with purpose, seeking to use business as a force for good. Comvita has operations in Australia, China,
North America, Southeast Asia, and Europe – and of course, Aotearoa New Zealand, where our bees are thriving.

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


Deliver: MUFG Corporate Markets,
Level 30, PwC Tower,
15 Customs Street West, Auckland
1010, New Zealand
Mail: Use the enclosed reply paid
envelope or address to:
MUFG Corporate Markets, 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 2024 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 30 October 2024 commencing at 11:00am (NZT). Shareholders can attend the meeting online via the MUFG Corporate Markets
(formerly Link Market Services) Virtual Meeting platform at www.virtualmeeting.co.nz/cvt24. 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, MUFG Corporate Markets, by no later than 11:00am on Monday 28, October 2024.
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 2024 Annual Meeting will be held in person at Pāpamoā Surf Life Saving Club and online where shareholders can attend at
www.virtualmeeting.co.nz/cvt24. 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, 30 October 2024, at 11:00am, via an online platform at www.virtualmeeting.co.nz/cvt24 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 2025 pursuant to section 207T of the Companies Act
1993, and authorise the Board to fix KPMG’s remuneration.
  
2.

That Bridget Coates, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
  
3.
That Yawen Wu, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
 
4.

That Lucas Bunt (appointed by the Board as a director with effect from 1 September 2024),
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 MUFG
Corporate Markets (formerly Link Market Services) in the reply paid envelope enclosed. Questions will need to be submitted by 11:00am, Friday, 25
October 2024.
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.