Notice of Annual Meeting

Comvita Limited Annual Shareholders’ Meeting 2025
1



19 November 2025
COMVITA LIMITED NOTICE OF ANNUAL MEETING 2025
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at
2:00pm on Wednesday 17 December 2025 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 Chair’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 2025.
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 2026 pursuant to section 207T of the Companies Act 1993, and
authorise the Board to fix KPMG’s remuneration.”
Director’s Elections (Resolutions 2 - 3)
To consider, and if thought fit to pass, the following ordinary resolutions:
2.

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

“That Greg Barclay, who has been nominated by an Equity Security holder, be elected as a Director of
the Company."
E. General Business

Signed by:



Bridget Coates
Chair
On behalf of the Board of Directors
19 November 2025

2
Comvita Limited Annual Shareholders’ Meeting 2025

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 2026.
RESOLUTIONS 2 TO 3 – 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 for
the time being at five. At this Annual Meeting Mr Bob Major retires by rotation and offers himself for re-
election and Mr. Zhu Guangping retires by rotation and is not seeking re-election. The Company has also
received a shareholder nomination for the election of Mr Greg Barclay as a director.
A brief biographical note of each director seeking re-election or election is set out below.

Re-election Bob Major 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. Bob Major 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 Bob Major does qualify as an independent director (as defined in the NZX Listing
Rules).

The Board unanimously endorse this director nomination for appointment to the Board.

Election of Greg Barclay as a Director of Comvita Limited (Resolution 3)
Under NZX Listing Rule 2.3 and clause 28.2 of the Company’s Constitution, a person may be nominated by an
Equity Security holder for election as a director. Greg Barclay has been nominated by Mr Alan Bougen in
accordance with the Director nomination process.

Having only received Greg Barclay's nomination on 18 November 2025 (the day prior to publication of this
Notice of Meeting), the Board is unable to make an assessment as to whether or not Greg Barclay would
qualify as an independent director (as defined in the NZX Listing Rules), as it does not have sufficient
information to do so.

3
Comvita Limited Annual Shareholders’ Meeting 2025

Biographical note of Director nominations

Bob Major
Bob Major spent the majority of his career in various roles within the
New Zealand dairy industry, working for Fonterra, the New Zealand
Dairy Board & the New Zealand Dairy Research Institute. He has held
global leadership roles for Fonterra in strategy, mergers & acquisitions,
ingredients sales & marketing & innovation. He has held regional
leadership roles in the Middle East, Hong Kong & China, & was on the
senior leadership team of both the New Zealand Dairy Board &
Fonterra. Bob is Chair of Gibbs Holdings (Nelson) Ltd & Armer Group
Advisory Board. He is also a director of BioVittoria & Dairy Holdings
Limited. He is a member of the Oriens Capital Investment Committee.
Bob is a past Chair of The Mud House Wine Group & has been a director
of Westland Milk Products, Sealord Group, Kiwirail & Barker Fruit
Processors. Bob is a Chartered Fellow of the New Zealand Institute of
Directors & joined the Comvita Board in September 2019 and is Chair of
the Safety & Performance Committee and a member of the Audit & Risk
Committee.

Greg Barclay
Greg is a founding partner of Claymore Partners, a specialist legal and
commercial advisory firm, and a governance professional with extensive
experience across the commercial, legal and sports sectors.
He currently serves as Chair for NZX and ASX listed Smartpay Holdings
Limited and is a director of several private companies including
international trading company Pacific Forest Products and leading New
Zealand environmental consultancy Boffa Miskell. Greg is also a current
director of New Zealand Rugby and a past Chair of both New Zealand
Cricket and the Dubai based International Cricket Council.
He is a barrister and solicitor of the High Court of New Zealand and a
Chartered Member of the New Zealand Institute of Directors. Greg holds
a LLB from the University of Canterbury and a post-graduate DipBus
from the University of Auckland.

4
Comvita Limited Annual Shareholders’ Meeting 2025

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 15 December 2025 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
Pension & 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 2:00pm on Monday 15 December 2025.
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

5
Comvita Limited Annual Shareholders’ Meeting 2025
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 Pension & Market Services, at
www.virtualmeeting.co.nz/cvt25.
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://mail.cm.mpms.mufg.com/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:
Susan Dinneen | Comvita
Mobile: +64 27 212 3474
Email: susan.dinneen@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 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.

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/CVT
Scan & email:
meetings.nz@cm.mpms.mufg.com

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

General Enquiries
+64 9 375 5998 enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD FOR COMVITA LIMITED’S 2025 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 17 December 2025 commencing at 2:00pm (NZT). Shareholders can attend the meeting online via the Virtual Meeting platform at
www.virtualmeeting.co.nz/cvt25. 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 Pension & Market Services, by no later than 2:00pm on Monday 15, December
2025. You can also appoint your proxy and vote on the resolutions on the reverse of this form or online by going to
https://nz.investorcentre.mpms.mufg.com/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
3). 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 3.

Attending the meeting
The 2025 Annual Meeting will be held in person at Pāpamoā Surf Life Saving Club and online where shareholders can attend at
www.virtualmeeting.co.nz/cvt25. 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://nz.investorcentre.mpms.mufg.com/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, 17 December 2025, at 2:00pm, via an online platform at www.virtualmeeting.co.nz/cvt25 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 Bob Major, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
   
3.
That Greg Barclay, who has been nominated by an Equity Security holder, be elected as a
Director of the Company.
   

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://nz.investorcentre.mpms.mufg.com/voting/CVT after completing the online validation process or complete the question section below and return to
MUFG Pension & Market Services in the reply paid envelope enclosed. Questions will need to be submitted by 2:00pm, Monday, 15 December 2025.
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.