Scheme resolution not passed. SIA terminated.

17 November 2025

Scheme resolution not passed by Shareholders. Scheme Implementation Agreement terminated.
Comvita Limited (NZX: CVT) (“Comvita”) advises that the resolution to approve the proposed Scheme of
Arrangement (“Scheme”) between Comvita and Florenz Limited (“Florenz”) has not been approved by the requisite
majorities of shareholders and the Scheme Implementation Agreement has been terminated by mutual agreement
between the parties.
Voting Results
Scheme Resolution: “That the Scheme (the terms of which are described in the Scheme Booklet) be and is
approved.”

To approve the Scheme, both of the following thresholds were required to be met for each interest class:
• at least 75 per cent of votes cast by shareholders in each interest class who are entitled to vote and who
actually vote must be in favour; and
• more than 50 per cent of the total number of votes attached to all Comvita shares on issue must be voted
in favour of the Scheme.
At the Scheme Meeting, shareholders voted in two interest classes (comprising the Florenz Associates in one
interest class, and all other Shareholders In the second interest class), as detailed In the Notice of Meeting and
Scheme Booklet. As required by NZX Listing Rule 6.1, all voting was conducted by a poll.
The voting results were as follows:

For Against Abstained
Interest Class 1:
Florenz
Associates

56,097 shares

(100.00% of votes cast on the
Scheme Resolution)

(0.0795% of total shares in
Comvita)
0 shares

(0.00% of votes cast on the
Scheme Resolution)

(0.00% of total shares in
Comvita)
0 shares
Interest Class 2:
all other
Shareholders
(excluding
Florenz
Associates)
31,169,962 shares

(54.29% of votes cast on the
Scheme Resolution)

(44.17% of total shares in
Comvita)
26,242,398 shares

(45.71% of votes cast on the
Scheme Resolution)

(37.19% of total shares in
Comvita)
53,356 shares

TOTAL 31,226,059 shares

(54.34% of votes cast on the
Scheme Resolution)

(44.25% of total shares in
Comvita)
26,242,398 shares

(45.66% of votes cast on the
Scheme Resolution)

(37.19% of total shares in
Comvita)
53,356 shares
As these thresholds were not met, the Scheme will not proceed.
Scheme Implementation Agreement
Comvita and Florenz have agreed to terminate the Scheme Implementation Agreement. This formally brings to an
end the process for the proposed Scheme with Florenz.
Next Steps
The Comvita Board is working closely with its lenders and advisers to determine the most appropriate next steps
following this outcome. All available options are being assessed, and further market updates will be provided as
discussions progress.
Comvita Chair, Bridget Coates, said that with shareholders having determined the outcome of the Scheme, the
Board is continuing to advance alternative options, including a recapitalisation process.
“The Board has been working with its advisers and banking partners to evaluate a range of funding options as part
of its contingency planning.
“Our current intention is to assess options to recapitalise the company. This work is progressing with urgency and
discipline to secure a solution that stabilises the business, positions it to grow again, and reduces ongoing risk to
shareholders.
“Our duty is to act in the best interests of all shareholders and to ensure the path forward is fair, transparent and
well considered.”
Comvita will continue to keep shareholders informed in accordance with its ongoing disclosure obligations under
the NZX Listing Rules.

Annual Shareholders Meeting

The Board looks forward to meeting with shareholders at Comvita’s Annual Shareholders’ Meeting on 17
December at Papamoa Surf Club, as well as online 2.00pm.

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 400+ 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.