Capital Change Notice - Rights Offer & Placement

Capital Change Notice






This Capital Change Notice relates to the issue of ordinary shares under the rights offer (Rights Offer) and the strategic
placement (Placement) announced by Comvita Limited on 15 April 2026.

Section 1: Issuer information
Name of issuer Comvita Limited (Comvita)
NZX ticker code CVT
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZCVTE0001S7
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 59,277,289 ordinary shares, comprising:
Rights Offer: 46,118,788 ordinary shares
issued under the Rights Offer
Placement: 13,158,501 ordinary shares
issued under the Placement
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Rights Offer: $0.65 per ordinary share.
Placement: $0.80 per ordinary share.
Nature of the payment (for example, cash or other
consideration)
Rights Offer: Cash.
Placement: Cash.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

84.01%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of ordinary shares under the Rights
Offer and Placement announced on 15
April 2026, authorised by a resolution of
the board of Comvita on 12 April 2026.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
129,839,035 ordinary shares.
No ordinary shares are held as Treasury
Stock.
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Rights Offer: Authorised by a resolution
of the board of Comvita on 12 April 2026.
The Rights Offer is made pursuant to NZX
Listing Rules 4.3.1(a) and 4.4.1.
Placement: Authorised by a resolution of
the board of Comvita on 12 April 2026.
The Placement is made pursuant to NZX
Listing Rule 4.5.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of ordinary shares which rank
equally with all other fully paid ordinary
shares in Comvita.

Date of issue/acquisition/redemption 18 May 2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
The Placement was undertaken in
connection with the aggregate capital
raising undertaken by Comvita. Comvita
considered that the pro-rata renounceable
rights issue and placement structure was
in the best interests of Comvita, after
carefully considering alternative
structures.

The placement component secured F&N
VENTURES PTE. LTD. (F&N) as a
strategic shareholder, while securing an
underwrite of a significant portion of the
pro-rata rights offer. F&N was the sole
eligible participant in the Placement, with
key objectives for Comvita’s capital raise
being certainty, fairness and minimisation
of dilution.

Comvita provided an oversubscription
facility in the Rights Offer, which was used
to enable shareholders who wished to do
so to maintain their pro-rata shareholding
(calculated post-Placement).

Further details about the Placement are
available in the Offer Document and the
Corporate Action Notice each released to
the market on 15 April 2026.
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Karl Gradon – Chief Executive Officer
Contact person for this announcement Karl Gradon – Chief Executive Officer
Contact phone number +64 21 312 990
Contact email address karl.gradon@comvita.com

Capital Change Notice



Date of release through MAP

18 May 2026