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Scheme of Arrangement – Update on Voting

Scheme Meeting10 November 2025CVTIndustrials

11 November 2025

Scheme of Arrangement – Update on Voting

Comvita Limited (NZX: CVT) wishes to update shareholders on voting progress and to remind all

shareholders of the importance of lodging their vote on the proposed Scheme of Arrangement with

Florenz Limited.


Your action is required


Your vote is important, regardless of how many Comvita Shares you own.


Shareholders should carefully consider the detailed information provided in the Scheme Booklet,

including the Directors’ Recommendation and the Independent Adviser’s Report on the merits of the

Scheme.


To approve the Scheme, it is necessary that both of the following voting thresholds are met:


• at least 75% of the votes cast by the Shareholders in each interest class who are entitled to

vote and who actually vote, must be in favour of the Scheme resolution;

1

and


• more than 50% of the total number of votes attached to all of the Comvita Shares that are

able to be cast (whether or not actually cast), must be in favour of the Scheme resolution.


If either of these thresholds are not met, the Scheme will not proceed. It is therefore very important

that all shareholders exercise their right to vote on this transaction.


To date, no Superior Proposal has been received. In the absence of a Superior Proposal, the

Comvita Board continues to unanimously recommend that shareholders vote in favour of the

Scheme.


Update on voting progress

As at 5.00pm 10 November, 516 shareholders had lodged proxy instructions or postal/electronic

votes, representing an aggregate of 49.7% of the 70.6 million votes exercisable by Comvita

shareholders.


Votes % of votes cast % of total voting rights

For 55.9% 27.8%

Against 40.7% 20.2%

Discretionary 3.4% 1.7%


1

As at the date of this announcement, there are two interest classes (comprising Florenz and its associates in one

interest class, and all other shareholders in the second interest class). More information on the interest classes is

set out in section 3.13 of the Scheme Booklet.






Voting information

Shareholders can vote ahead of the Scheme Meeting online, by email, or by post no later than

2.00 pm (NZT) on Wednesday, 12 November 2025.


Alternatively, shareholders may vote online or in person at the Scheme Meeting to be held at

2.00 pm (NZT) on Friday, 14 November 2025.


Shareholders who have already lodged a postal vote or directed a proxy may change their vote or

direction by:


• attending the Scheme Meeting (virtually or in person) and voting as they wish; or

• submitting a new vote or proxy direction using the same method as their original submission.


For further information, including the Scheme Booklet and voting instructions, please visit the

Scheme website HERE.


Scheme Meeting

The Scheme Meeting will be held at 2.00pm (NZT) on Friday, 14 November 2025, both in person at

MUFG Pension & Market Services (MPMS), Level 30, PwC Tower, 15 Customs Street West, Auckland,

New Zealand, and via MPMS’ virtual meeting platform at www.virtualmeeting.co.nz/cvtsm25.


ENDS


For further information:

Bridget Coates | Comvita

bridget.coates@comvita.com


Media contact

Kate Walsh

021 858 619

kate@katewalsh.co.nz


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 500+ 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 Manuka 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.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.