Notice of Annual Meeting

Comvita Limited Annual Shareholders’ Meeting 2026
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LETTER TO SHAREHOLDERS
28 September 2026

Dear Shareholder
At the Annual Meeting of Shareholders of Comvita Limited ("the Company"), shareholders will consider and
vote on resolutions to determine the composition of the Company's Board.
Since the Company's last Annual Meeting, the Company has undergone significant change. Restoring
profitability and completing the recapitalisation to strengthen the balance sheet were the Board's most critical
focus areas in FY26, and Comvita stands on considerably firmer ground than it did a year ago. The business
has stronger foundations, improved financial resilience and enhanced capability to deliver ongoing operational
improvement, targeted growth and long-term value creation. It also has seen significant changes to both the
Board and shareholder base.
At this Annual Meeting, shareholders will have their say in relation to the continued appointment of each of
the existing directors, and the proposed election of Mr Kosit Suksingha as a non-independent director.
Mr Michael Sang, an independent director and Chair of the Audit and Risk Committee, retires at this meeting
by rotation and offers himself for re-election.
Mr Michael Chye, Mr Peter Nathan, Ms Julia Xu, all of whom are non-independent directors who were
appointed by the Board to fill casual vacancies, retire at this meeting and offer themselves for election by
shareholders.
Mr Kosit Suksingha was nominated for election as a director by F&N Ventures Pte. Ltd following the Company's
call for nominations. The Board has determined that he would be a non-independent director.
In addition, shareholder proposals have been received, requiring resolutions of removal of certain directors to
be put to the meeting, as follows:
•

PHC Investments Limited (“PHC”) has proposed the removal of Mr Robert Major as a director of the
Company. Mr Robert Major is an independent director, who has served as a director since September
2019, and is Chair of the Safety and Performance Committee and a member of the Audit and Risk
Committee.
•

PHC has proposed the removal of Mr Gregor Barclay as a director of the Company. Mr Gregor Barclay
is an independent director, who has served as a director since December 2025, and is a member of
the Safety and Performance Committee.
•

Mr Robert Tait, Mr Alan Bougen and Mr Neil Craig have together proposed the removal of Ms Bridget
Coates. Ms Bridget Coates is an independent director, who has served as a director since October
2021 and was appointed Chair of the Board in 2024. She is also a member of the Safety and
Performance Committee and a member of the Audit and Risk Committee.
In considering these resolutions, shareholders will determine the composition of the Board, whether the
Company continues to comply with the minimum NZX Listing Rule Board and Audit Committee composition
requirements, and the balance of independent directors and non-independent directors at the Board. Further
comments about Board composition considerations are set out in the Explanatory Notes under the heading

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Comvita Limited Annual Shareholders’ Meeting 2026
"Board Composition and Independence Considerations (Resolutions 2 To 9)".
The Board recommends that shareholders take action to ensure that the Board composition continues to meet
the minimum requirements set out in the NZX Listing Rules and Comvita's constitution. If Comvita failed to
meet these requirements, NZ RegCo may exercise its discretion to suspend Comvita's listing until they are met.
Comvita entered FY27 with the foundations required for long-term success: a trusted global brand, a more
diversified channel footprint, a strengthened leadership team, increased resilience and greater strategic
flexibility. The focus now is on delivering the Company's strategy: continuing to improve operational
performance and returns, pursuing targeted growth opportunities and maintaining financial discipline.
Ultimately, it will be for shareholders to determine the composition of Comvita's Board by voting on the
various resolutions at the Annual Shareholder Meeting. The Board encourages all shareholders to vote, either
at the meeting or by proxy.
The Board remains focused on the best interests of Comvita and its shareholders, and on maintaining stability
as the Company builds on this position of strength.
Yours sincerely

Comvita Board of Directors

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Comvita Limited Annual Shareholders’ Meeting 2026
28 September 2026
COMVITA LIMITED NOTICE OF ANNUAL MEETING 2026
Notice is given that the Annual Meeting of Shareholders of Comvita Limited (“the Company”) will be held at
2:00pm on Wednesday 28 October 2026 at Pāpāmoa Surf Life Saving Club, 561 Pāpāmoa Beach Road,
Pāpāmoa and virtually via an online platform. Information about how to join the meeting online is provided at
the end of this Notice.
THE NATURE OF THE BUSINESS TO BE TRANSACTED AT THE MEETING IS:
A. Apologies
B. Chair’s Introduction
C. CEO Address
D. 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 2026.
The Company’s Annual Report and Financial Statements are available to view at
www.comvita.co.nz/investor
.

E. 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 2027 pursuant to section 207T of the Companies Act 1993, and
that the Board be authorised to fix KPMG’s remuneration.”
Director Elections (Resolutions 2 - 6)
To consider, and if thought fit to pass, the following ordinary resolutions:
2.

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

"That Mr Michael Chye, who was appointed by the Board as a director to fill a casual vacancy with
effect from 22 June 2026, be elected as a Director of the Company."
4.

"That Mr Peter Nathan, who was appointed by the Board as a director to fill a casual vacancy with
effect from 20 July 2026, be elected as a Director of the Company."
5.

"That Ms Julia Xu, who was appointed by the Board as a director to fill a casual vacancy with effect
from 20 July 2026, be elected as a Director of the Company."
6.

“That Mr Kosit Suksingha, who has been nominated to be a director by an Equity Security holder, be
elected as a Director of the Company."
Shareholder Proposals: Director Removals (Resolutions 7 – 9)
To consider, and if thought fit to pass, the following ordinary resolutions, which have been proposed by
shareholders and are required to be put to the meeting for consideration:
7.

"That Mr Robert Major be removed from office as a director of Comvita Limited pursuant to
section 156 of the Companies Act 1993 and clause 29.1 of the constitution of Comvita Limited, with
effect from the close of the 2026 Annual Meeting of Comvita Limited."
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1
This resolution was proposed by PHC Investments Limited, a shareholder holding approximately 11.7% of the Comvita shares.

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Comvita Limited Annual Shareholders’ Meeting 2026
8. "That Mr Gregor Barclay be removed from office as a director of Comvita Limited pursuant to
section 156 of the Companies Act 1993 and clause 29.1 of the constitution of Comvita Limited,
with effect from the close of the 2026 Annual Meeting of Comvita Limited."
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9. “That Ms Bridget Coates be removed as a director of Comvita Limited pursuant to section 156 of
the Companies Act 1993 and clause 29.1 of the constitution of Comvita Limited, with effect from
the close of the 2026 Annual Meeting of Shareholders of Comvita Limited.”
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Directors’ Remuneration (Resolution 10)
To consider, and if thought fit to pass, the following ordinary resolution:
10.

“That the total annual remuneration payable to all directors of Comvita Limited be increased by
$240,000, from $610,000 to $850,000, with effect from 1 November 2026.”


F. General Business

Further information relating to these Resolutions is set out in the Explanatory Notes accompanying this Notice
of Meeting. Please read and consider the Resolutions together with the Explanatory Notes.

Signed by:

Ms Bridget Coates
Chair
On behalf of the Board of Directors
28 September 2026



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This resolution was proposed by PHC Investments Limited, a shareholder holding approximately 11.7% of the Comvita shares.
3
This resolution was proposed by Mr Alan Bougen, Mr Robert Tait and Mr Neil Craig, shareholders holding in aggregate
approximately 4.6% of the Comvita shares.

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Comvita Limited Annual Shareholders’ Meeting 2026
EXPLANATORY NOTES

BOARD COMPOSITION AND INDEPENDENCE CONSIDERATIONS (RESOLUTIONS 2 TO 9)
At this Annual Meeting, shareholders will have their say in relation to the continued appointment of each of
the existing directors, and the proposed election of Mr Kosit Suksingha as a non-independent director.
In considering these resolutions, shareholders will determine the composition of the Board, including whether
the Company continues to comply with the minimum NZX Listing Rule Board and Audit Committee
composition requirements, and the balance of independent directors and non-independent directors at the
Board.
Minimum NZX Listing Rule Board and Audit Committee Requirements
NZX Listing Rule 2.1.1 requires the Company to have a Board comprised of at least three directors, two of
whom are ordinarily resident in New Zealand and two of whom are Independent Directors.
In addition, NZX Listing Rule 2.13.2 requires that the Audit Committee is comprised solely of directors, have at
least three members, have a majority of independent directors and have at least one member with an
accounting or financial background.
If Comvita failed to satisfy these minimum Board and Audit Committee composition requirements, its shares
may be suspended from trading on the NZX. In that scenario, the Board will act promptly to satisfy them.
Each of the independent directors (each of whom is also a New Zealand resident) is subject to retirement or
removal.
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Accordingly, to remain in compliance with the NZX Listing Rules, immediately following the Annual
Meeting:
• at least two of Ms Bridget Coates, Mr Michael Sang, Mr Robert Major and Mr Gregor Barclay must
remain as directors; and
• there must be at least one further director to ensure there is a minimum of three directors.
If you wish to ensure the continued service of:
• Mr Michael Sang, an independent director, vote FOR Resolution 2 (his re-election)
• Mr Robert Major, an independent director, vote AGAINST Resolution 7 (his removal)
• Mr Gregor Barclay, an independent director, vote AGAINST Resolution 8 (his removal)
• Ms Bridget Coates, an independent director, vote AGAINST Resolution 9 (her removal)
In addition, the Board notes that three of the Board's seven current directors have joined within the last three
months. Retaining experienced independent directors alongside new members has the benefit of providing
continuity through this period.
Board Independence
The Corporate Governance Code (which operates on a comply or explain basis) recommends that the majority
of the Board of an NZX Listed company should be independent directors. The Company's Board Charter also
requires, as practicable, a minimum of 50% of independent directors.
If Resolutions 2 to 6 are passed by Shareholders, then the Comvita Board will consist of 4 non-independent

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None of the non-independent directors is New Zealand resident.

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Comvita Limited Annual Shareholders’ Meeting 2026
directors and between 1 and 4 independent directors (depending on whether any of Resolutions 7 to 9 is
passed).
The Board acknowledges that Recommendation 2.8 of the NZX Corporate Governance Code would not be
satisfied where there is not a majority of independent directors on the Board. Currently, the Board is satisfied
that appropriate independent oversight is maintained through robust conflict management procedures and
the following alternative governance practices: (a) the Chair of the Board, Ms Bridget Coates, is an
independent director; (b) the Chair of the Audit & Risk Committee, Mr Michael Sang, is an independent
director. However, the outcome of Resolution 2 (the re-election of Mr Michael Sang) and Resolution 9 (the
removal of Ms Bridget Coates) will affect the extent to which these remain applicable.
For such time as there is an equal number of independent and non-independent directors, shareholders can
take confidence that no decision can be made without independent director support (to form a majority). The
Board acknowledges that, if any of Resolutions 7 to 9 is passed, that will not be the case unless and until that
balance is restored.
The Board will continue to monitor its composition.

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 2027.

RESOLUTIONS 2 TO 6 – 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 eight.
At this Annual Meeting Mr Michael Sang retires by rotation and offers himself for re-election, Mr Michael
Chye, Mr Peter Nathan and Ms Julia Xu who have been appointed by the Board to fill casual vacancies during
the year seek election. The Company has also received a shareholder nomination for the election of Mr Kosit
Suksingha as a director.
A brief biographical note of each director seeking re-election or election is set out below.

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Comvita Limited Annual Shareholders’ Meeting 2026
Re-election of Mr Michael Sang 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. Mr Michael Sang is standing down by rotation in accordance with clause
30.1 of the Company’s Constitution and NZX Listing Rule 2.7.1 and, being eligible, offers himself for re-election
by shareholders.
The Board considers that Mr Michael Sang qualifies as an independent director (as defined in the NZX Listing
Rules). The Board has considered the factors set out in the NZX Corporate Governance Code and is satisfied
that none applies to Mr Michael Sang.

Election of Mr Michael Chye as a Director of Comvita Limited (Resolution 3)
Resolution 3 relates to the election of Mr Michael Chye, who was appointed by the Board as a Director of
Comvita Limited to fill a casual vacancy during the year. 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.
Mr Michael Chye accordingly retires and is eligible for election at this Annual Meeting pursuant to clause 28.3
of the Constitution and NZX Listing Rule 2.7.1 and offers himself for election.
The Board considers that Mr Michael Chye does not qualify as an independent director (as defined in the NZX
Listing Rules). That is because Mr Michael Chye is associated with F&N Ventures Pte. Ltd, a substantial product
holder of the Company, by virtue of being an Alternate Director on the Board of Fraser and Neave, Limited
(F&N) and a member of F&N's Executive Committee.

Election of Mr Peter Nathan as a Director of Comvita Limited (Resolution 4)
Resolution 4 relates to the election of Mr Peter Nathan, who was appointed by the Board as a Director of
Comvita Limited to fill a casual vacancy during the year. 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.
Mr Peter Nathan accordingly retires and is eligible for election at this Annual Meeting pursuant to clause 28.3
of the Constitution and NZX Listing Rule 2.7.1 and offers himself for election.
The Board considers that Mr Peter Nathan does not qualify as an independent director (as defined in the NZX
Listing Rules). Mr Peter Nathan is associated with PHC Investments Limited, a substantial product holder of the
Company by virtue of arrangements between him and that shareholder.

Election of Ms Julia Xu as a Director of Comvita Limited (Resolution 5)
Resolution 5 relates to the election of Ms Julia Xu, who was appointed by the Board as a Director of Comvita
Limited to fill a casual vacancy during the year. 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. Ms Julia Xu
accordingly retires and is eligible for election at this Annual Meeting pursuant to clause 28.3 of the
Constitution and NZX Listing Rule 2.7.1 and offers herself for election.
The Board considers that Ms Julia Xu does not qualify as an independent director (as defined in the NZX Listing
Rules). Ms Julia Xu is the Managing Director and founder of Kauri NZ Investment Limited, which is a substantial
product holder of the Company.

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Comvita Limited Annual Shareholders’ Meeting 2026
Election of Mr Kosit Suksingha as a Director of Comvita Limited (Resolution 6)
Under NZX Listing Rule 2.3 and clause 28.2 of the Company’s Constitution, a person may be nominated by any
Equity Security holder for election as a director. Mr Kosit Suksingha has been nominated by F&N Ventures Pte.
Ltd in accordance with the Company's Director nomination process.
The Board considers that Mr Kosit Suksingha does not qualify as an independent director (as defined in the
NZX Listing Rules). That is because Mr Kosit Suksingha is associated with F&N Ventures Pte. Ltd, a substantial
product holder of the Company, by virtue of being an Alternate Director on the Board of F&N and a member of
F&N's Executive Committee.

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Comvita Limited Annual Shareholders’ Meeting 2026
Biographical note of Director nominations

Mr Michael Sang
Mr Michael Sang is a professional independent Director. He is Director
and Chair of Audit & Risk Committees for Orion NZ and BRANZ. Mr
Michael Sang has over 20 years’ experience with a finance background
and a career in a variety of sectors including roles as CEO of Ngai Tahu
Holdings and CFO of PGG Wrightson. Mr Michael Sang is a Chartered
Member of the IOD and a Chartered Accountant with CAANZ. He joined
the Comvita Board in October 2023 and is Chair of the Audit & Risk
Committee.




Mr Michael Chye
Mr Michael Chye is the Chief Executive Officer of BeerCo Limited. He is
the Alternate Director on the Board of Fraser and Neave, Limited (F&N)
and is a member of F&N’s Board Executive Committee and Sustainability
and Risk Management Committee. He also represents F&N’s interests
through various nominee directorship appointments, including on the
boards of Vietnam Dairy Products Joint Stock Company, Saigon Beer –
Alcohol – Beverage Corporation and Fraser & Neave Holdings Bhd
("F&NHB"). At F&NHB, he is Chairman of the Board Executive
Committee and a member of both the Audit Committee and
Sustainability and Risk Management Committee.

Mr Michael Chye holds a Bachelor of Business Studies with First Class
Honours in Accounting and Finance and a Master of Business Studies
with Distinction in Accounting and Finance from Massey University. He
is a Fellow of the Institute of Singapore Chartered Accountants, an
Associate Member of the Institute of Chartered Secretaries &
Administrators and the Chartered Secretaries Institute of Singapore, and
a Member of the Singapore Institute of Directors.

He joined the Comvita Board in June 2026.

Mr Peter Nathan
Mr Peter Nathan is an experienced corporate executive with strong
financial acumen and pioneer in the infant formula business. Mr Peter
Nathan has over 30 years’ experience in the Fast Moving Consumer
Goods (FMCG) industry, initially in senior marketing and sales roles for
leading global players in Gillette and Colgate Palmolive in Australia and
Asia, and more recently as the former CEO of Asia Pacific for the a2 Milk
Company (ASX:A2M). He was instrumental in a2’s success, leading its
most profitable business segment and delivering exceptional
shareholder value and growing revenue from $7m to $1.3bn over his 14
year tenure. He currently serves as Chair of Green Eco Technologies and
Executive Chair of Australian Dairy Nutritionals (ASX:AHF). He holds a
Bachelor of Business (Marketing) from the University of South Australia.
Mr Peter Nathan joined the Comvita Board in July 2026.

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Comvita Limited Annual Shareholders’ Meeting 2026

Ms Julia Xu
Ms Julia Xu is founder and Managing Director of Oravida and Kauri NZ
Investment. Since 2011 she has built Oravida into a premium New Zealand
food and beverage brand for Chinese consumers, alongside a diversified
investment portfolio spanning property, agriculture and retirement living.
Ms Julia Xu served as an Independent Director of NYSE-listed Emeren
Group (formerly ReneSola) from 2015, chairing the Nomination Committee
and serving on the Audit, Remuneration and ESG Committees, and in 2025
was appointed Interim CEO to lead the company through its CEO transition
and its take-private, completed in December 2025. Earlier she was CFO of
ReneSola, overseeing growth to US$1.2 billion in revenue and more than
US$370 million of capital markets financings, following an investment
banking career with Bankers Trust, Lehman Brothers and Deutsche Bank in
New York, Tokyo and Hong Kong focused on the Greater China consumer
sector. Ms Julia Xu holds an MBA from Cornell's Johnson Graduate School
of Management and a BA in Biology from Cornell University. She joined the
Comvita Board as a Non-Executive Director in July 2026.


Mr Kosit Suksingha
Mr Kosit Suksingha is currently an Alternate Director to Mr Thapana
Sirivadhanabhakdi on the Board of Fraser and Neave, Limited, where he is
also a member of the Board Executive Committee and the Sustainability &
Risk Management Committee. He is also a nominee director on the Board
of Fraser & Neave Holdings Bhd, where he serves as a member of the
Board Executive Committee, Remuneration Committee, Nominating
Committee and Sustainability & Risk Management Committee. In addition,
he serves as 5th Vice Chairman of the Executive Committee of Thai
Beverage Public Company Limited (“ThaiBev”).

In his executive capacity, Mr Kosit Suksingha serves as Chief Spirits Product
Group and Chief Digital and Technology Officer of ThaiBev. He previously
served as Chief Non-Alcoholic Beverage Product Group and Chief Supply
Chain Management, bringing extensive experience across the beverage
industry, digital transformation, technology and end-to-end supply chain
management.

Mr Kosit Suksingha has extensive consumer and beverage industry
experience, digital and supply chain capabilities and board-level
governance experience. He holds an MBA from Oklahoma City University,
USA and a Bachelor of Veterinary Science from Chulalongkorn University,
Thailand.

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Comvita Limited Annual Shareholders’ Meeting 2026
SHAREHOLDER PROPOSALS: RESOLUTIONS 7 TO 9 – Removal of Directors
The Company has received the following shareholder proposals:
1. A proposal from PHC Investments Limited (PHC) proposing ordinary resolutions to remove each of Mr
Robert Major and Mr Gregor Barclay as directors of the Company.
2. A proposal from Mr Alan Bougen, Mr Robert Tait and Mr Neil Craig proposing an ordinary resolution
to remove Ms Bridget Coates as a director of the Company.
In accordance with clause 26 of Schedule 2 of the Company's constitution and clause 9 of Schedule 1 of the
Companies Act 1993, the Company is required to put these resolutions to Shareholders. Statements from each
of the proposing groups are set out later in this Notice of Meeting.
Mr Robert Major, Mr Gregor Barclay and Ms Bridget Coates are each independent directors of the Company
and, as such, if any of Resolutions 7 to 9 is passed by Shareholders, there will be fewer independent directors
of the Company unless and until further independent directors are appointed. See the Explanatory Notes for
“Board Composition and Independence Considerations (Resolutions 2 To 9)” for further comment on
independence in Board composition (including the number of independent directors vs non-independent
directors).
Mr Robert (Bob) Major
Mr Robert Major is an independent director, who has served as a director since September 2019. He is Chair
of Comvita's Safety and Performance Committee and is a member of the Audit and Risk Committee.

Mr Robert Major is a professional independent Director. He is
Chair of Armer Group Advisory Board and Gibbs Holdings
(Nelson) Ltd, a director of Dairy Holdings Limited and a member
of the Oriens Capital Investment Committee. He is also a past
Chair of The Mud House Wine Group & has been a director of
Westland Milk Products, Sealord Group, Kiwirail, Barker Fruit
Processors, LIC, Miro Trading and BioVittoria. He spent the
great majority of his executive career in various roles with
Fonterra and its predecessors. He headed their companies in
the Middle East, Hong Kong & China and while in New Zealand,
held global leadership roles in strategy, mergers & acquisitions,
ingredients sales & marketing & innovation. He was on the
Senior Leadership Team of both the New Zealand Dairy Board &
Fonterra. Mr Robert Major is a Chartered Fellow of the New
Zealand Institute of Directors and joined the Comvita Board in
September 2019 where he is Chair of the Safety & Performance
Committee and a member of the Audit & Risk Committee.

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Comvita Limited Annual Shareholders’ Meeting 2026
Mr Gregor Barclay
Mr Gregor Barclay is an independent director, who has served as a director since December 2025 and is a
member of the Safety and Performance Committee.

He is an experienced governance professional with a strong
background across the commercial, legal and sports sectors. He
has had a long involvement with public companies and entities
trading internationally having been a director and chair of NZX
and ASX listed Smartpay Holdings Limited and until recently,
Rakon Limited. Gregor Barclay also holds directorships with
several significant private companies including international
export company Pacific Forest Products and leading New Zealand
environmental consultancy, Boffa Miskell. He is also a founding
partner of Claymore Partners, a specialist legal and commercial
advisory firm and he continues to provide commercial legal advice
to clients on a regular basis.
Mr Gregor Barclay is a current Director of New Zealand Rugby, the
chair-elect of Sanzaar (the joint venture between Southern
Hemisphere Tier 1 rugby nations) and is the New Zealand
representative to the World Rugby Council. He has previously
served as Chair of New Zealand Cricket and as Chair of 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. He holds a Bachelor of Laws from the University of
Canterbury and a Postgraduate Diploma in Business from the
University of Auckland. He was recognised in the New Years
Honours this year as a Companion of the New Zealand Order of
Merit (CNZM) for services to sport and governance.

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Comvita Limited Annual Shareholders’ Meeting 2026
Ms Bridget Coates
Ms Bridget Coates is an independent director, who has served as a director since October 2021 and was
appointed Chair of the Board on 31 August 2024. She is a member of the Safety and Performance Committee
and the Audit and Risk Committee.

Ms Bridget Coates is an experienced global leader who has built
and led businesses in both the United States and New Zealand in
recent years. She has held Chairperson, Director and CEO roles
across a range of public and private sector entities. In addition to
her role as Chairperson of Comvita NZ Ltd., she is Chair of Koi Tu :
Centre for Informed Futures. She is also a Director of Toitū Tahua:
Centre for Sustainable Finance and a Director of MYFARM
Kiwifruit Fund.
In the recent past, she has been a Director of the Reserve Bank of
New Zealand, a Guardian of the NZ Superannuation Fund,
Director of Tegel Group Holdings Ltd., Chair of the Real Estate
Institute of New Zealand, Director Sky City Ltd., Yealands Group
Ltd and Fisher and Paykel Appliances Holdings Ltd. Bridget was
Founding Chair of The ICEHOUSE.
Ms Bridget Coates has global business building skills (especially in
the global food industry, exporting nutritional products to the US)
and a diverse background in venture capital, economics and
finance.
Ms Bridget Coates is a Chartered Fellow of the NZ Institute of
Directors and holds the CFA qualification. She was awarded an
MBE in 2015 for services to New Zealand business. She is resident
in New Zealand.

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Comvita Limited Annual Shareholders’ Meeting 2026
RESOLUTION 10 – Directors’ Remuneration
The Board recommends to shareholders that the maximum total pool of annual directors’ remuneration
payable to all directors be increased by $240,000 (~39%) from the present level of $610,000, set in 2016, when
there was a total of six directors, to a total of $850,000, for a proposed Board of eight directors (ie, a ~33%
increase in the number of directors). The proposed increase reflects the expansion of the Board from six to
eight directors, as well as changes in market conditions since the directors' fee pool was last adjusted in 2016.
The Board acknowledges that the Board's composition going forward will depend on whether Resolutions 2 to
9 are passed, and will continue to monitor the size and composition of the Board following the Annual
Meeting.

In accordance with NZX Listing Rule 2.11.1, no remuneration may be paid to a Director in their capacity as a
Director of a Company, or as a director of a subsidiary (other than a listed subsidiary), unless such
remuneration has been authorised by an ordinary resolution of shareholders.

This resolution is subject to a voting restriction under NZX Listing Rule 6.3. Each Director who is intended to
receive a payment or benefit in respect of the matter the subject of the resolution, and any Associated Person
of that Director, is disqualified from voting in favour of this resolution, except where casting a directed proxy
vote in accordance with express directions on the Voting/Proxy Form.

The Board is conscious of its obligation to ensure Directors' fees are set and managed in a manner which is fair,
flexible and transparent. At the same time, the Board seeks to ensure that Directors' fees are set at an
appropriate level to assist the Company to secure and retain the skills, knowledge and experience at Board
level necessary to govern the business and are well aligned with the Company’s strategy. In line with this
commitment, the Board has reviewed the current Directors’ fees and proposes moderate adjustments that are
aligned with market benchmarks.

The key reasons for the proposed remuneration increase are as follows:
- the Board has been expanded from six to eight directors to strengthen the breadth of skills,
experience and governance oversight available to the Company;
- Fraser and Neave, Limited (F&N), a major shareholder, has nominated two Directors to the Comvita
Board for election at this Annual Meeting, demonstrating its commitment to the Company and its
belief in the significant opportunities that lie ahead;
- At this juncture for the Company, it is important to have strong skillsets around the table in key areas
such as consumer goods experience in Asian markets, digital transformation expertise and strong
corporate governance credentials;
- The directors' fee pool has not been adjusted since 2016 and the proposed increase reflects changes
in market conditions over that period; and
- The Board is confident that the expanded Board, with its wider market experience and greater global
skills, will help drive material growth and profitability for the Company and its shareholders.
The breakdown of the proposed individual director fees (including base director fees, Board Chair fees, and
committee chair and committee membership fees) has not been determined by the Board at this time.

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Comvita Limited Annual Shareholders’ Meeting 2026
CONSEQUENCES OF YOUR VOTE
The voting requirements for each of Resolutions 1 to 10 are set out on the following page under "Procedural
Notes". The consequences of shareholder voting decisions on those resolutions are summarised below.
Given the number of resolutions and their combined effect on the Board, the Board encourages shareholders
to consider the effect of Resolutions 2 to 9 in aggregate.
Resolution 1: Auditor’s Appointment and Remuneration
• If Resolution 1 is passed, the Board will be authorised to fix the fees and expenses of KPMG as auditor
of the Company for the financial year ending 30 June 2027.
• If Resolution 1 is not passed, the Board will not have authority to fix the auditor’s remuneration and
the Company will need to determine an alternative mechanism for setting auditor remuneration.
Resolution 2: Re-election of Mr Michael Sang
• If Resolution 2 is passed, Mr Sang will be re-elected as a director of the Company with effect from the
close of the Annual Meeting.
• If Resolution 2 is not passed, Mr Sang will cease to be a director of the Company at the close of the
Annual Meeting. Mr Sang is an independent director. His departure would reduce the number of
independent directors on the Board and would affect the composition of the Audit and Risk
Committee, of which he is Chair.
Resolution 3: Election of Mr Michael Chye
• If Resolution 3 is passed, Mr Chye will be elected as a director of the Company.
• If Resolution 3 is not passed, Mr Chye will cease to be a director of the Company at the close of the
Annual Meeting. Mr Chye is a non-independent director.
Resolution 4: Election of Mr Peter Nathan
• If Resolution 4 is passed, Mr Nathan will be elected as a director of the Company.
• If Resolution 4 is not passed, Mr Nathan will cease to be a director of the Company at the close of the
Annual Meeting. Mr Nathan is a non-independent director.
Resolution 5: Election of Ms Julia Xu
• If Resolution 5 is passed, Ms Xu will be elected as a director of the Company.
• If Resolution 5 is not passed, Ms Xu will cease to be a director of the Company at the close of the
Annual Meeting. Ms Xu is a non-independent director.
Resolution 6: Election of Mr Kosit Suksingha
• If Resolution 6 is passed, Mr Suksingha will be elected as a director of the Company.
• If Resolution 6 is not passed, Mr Suksingha will not be appointed as a director of the Company.
Resolution 7: Removal of Mr Robert Major
• If Resolution 7 is passed, Mr Major will cease to be a director of the Company with effect from the
close of the Annual Meeting. Mr Major is an independent director and Chair of the Safety and
Performance Committee and a member of the Audit and Risk Committee. His removal would reduce
the number of independent directors on the Board.
• If Resolution 7 is not passed, Mr Major will continue as a director of the Company.

16
Comvita Limited Annual Shareholders’ Meeting 2026

Resolution 8: Removal of Mr Gregor Barclay
• If Resolution 8 is passed, Mr Barclay will cease to be a director of the Company with effect from the
close of the Annual Meeting. Mr Barclay is an independent director and a member of the Safety and
Performance Committee. His removal would reduce the number of independent directors on the
Board.
• If Resolution 8 is not passed, Mr Barclay will continue as a director of the Company.
Resolution 9: Removal of Ms Bridget Coates
• If Resolution 9 is passed, Ms Coates will cease to be a director of the Company with effect from the
close of the Annual Meeting. Ms Coates is an independent director and Chair of the Board, a member
of the Safety and Performance Committee and a member of the Audit and Risk Committee. Her
removal would reduce the number of independent directors on the Board and the Board would be
required to elect a new Chair.
• If Resolution 9 is not passed, Ms Coates will continue as a director and Chair of the Board of the
Company.
Resolution 10: Increase Director Fee Pool
• If Resolution 10 is passed, the total annual remuneration payable to all directors will be increased
from $610,000 to $850,000.
• If Resolution 10 is not passed, the total annual remuneration payable to all directors will remain at
the current level of $610,000.
Shareholders should note that the combined effect of the voting outcomes on Resolutions 2 to 9 will
determine the overall composition of the Board, including whether the Company continues to comply with the
minimum NZX Listing Rule Board and Audit Committee composition requirements and the balance of
independent and non-independent directors. Please refer to the Explanatory Notes under the heading “Board
Composition and Independence Considerations (Resolutions 2 to 9)” for further information.

17
Comvita Limited Annual Shareholders’ Meeting 2026
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 5:00pm 23 October 2026 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 26 October 2026. Because Monday 26 October 2026 is a
public holiday, we recommend that shareholders ensure their Proxy Form is received no later than 5:00pm on
Friday 23 October 2026.
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. An
abstention does not qualify as a vote on a resolution.
All resolutions for consideration at the Annual Meeting are ordinary resolutions. Voting on all resolutions put
before the meeting will be by poll.

18
Comvita Limited Annual Shareholders’ Meeting 2026
Voting Restrictions (Resolution 10)
In accordance with the NZX Listing Rules, each director and all Associated Persons of each director (as that
term is defined in the NZX Listing Rules) is disqualified from casting a vote in favour of Resolution 10, other
than where the vote is cast by a director or an Associated Person as a proxy for a person who is entitled to
vote, in accordance with express directions on the Voting/Proxy Form to vote for or against the resolution. Any
votes otherwise cast in favour of Resolution 10 by a director or an Associated Person of a director will be
disregarded by the Company.
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/cvt26.
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.

19
Comvita Limited Annual Shareholders’ Meeting 2026
SHAREHOLDER STATEMENTS
Resolutions 7 and 8 - Removal of Mr Robert Major and Mr Gregor Barclay
PHC has provided the following statement which is required to be included in this Notice of Meeting in relation
to Resolutions 7 and 8. It does not represent the views of Comvita or its Board.
STATEMENT FROM PHC INVESTMENTS LIMITED
Who we are
This statement is provided by PHC Investments Limited (PHC). PHC holds 15,241,541 ordinary shares in Comvita,
approximately 11.7% of the shares on issue, and subscribed in full for its entitlement in the May 2026 entitlement offer.
What the Resolutions ask
Resolutions [7] and [8] ask shareholders to decide whether Robert Major and Gregor Barclay should continue as directors.
They are framed as resolutions for removal because that is the only form in which the Companies Act allows shareholders to
put that question. PHC's preference was that both directors retire at this meeting and offer themselves for re-election, so
that shareholders could vote on them in the ordinary way. PHC wrote to the Chair of Comvita Limited on 18 September 2026
to that effect and undertook to withdraw these Resolutions if they did so.
This is not a criticism of either director personally, or of their contribution during a demanding year. It is a question of
mandate.
The circumstances of the December 2025 elections
Mr Major and Mr Barclay were re-elected and elected respectively at the Annual Meeting on 17 December 2025. The results
were, by the standards of director elections on the NZX, unusually close. Mr Major received 59.4% of the votes cast
(23,148,739 for; 15,823,007 against). Mr Barclay received 53.3% (21,238,611 for; 18,629,926 against).
Those votes were cast within weeks of the special meeting on the Florenz scheme, at a time when the company had reported
a net loss of more than $100 million for FY25, had bank facilities falling due in early 2026 and faced a material uncertainty
about its ability to continue as a going concern. Shareholders were being asked to choose directors in an emergency, and
the register was divided about their appointment or company's direction.
What has changed since then
• The company has completed a $40.5 million recapitalisation, comprising a $30 million entitlement offer and a
$10.5 million placement, and has refinanced its bank facilities through to 2028.
• Fraser and Neave has joined the register as a 19.99% strategic shareholder with a nominee on the Board.
• The company has returned to profit, reporting net profit after tax of $7.7 million for FY26 and moving from net
debt of more than $60 million to a net cash position.
• The share register has been transformed. Li Wang, who held 12.1%, has sold his entire holding; China Resources
has ceased to be a substantial holder and its representatives have left the Board; and the number of shares on
issue has increased from approximately 70 million to approximately 130 million. A large part of today's voting
capital had no say in the December 2025 elections.
• The Board itself has been substantially renewed since June 2026, with the appointment of Michael Chye, Julia
Xu and Peter Nathan. Each of those directors is standing for election at this meeting, together with Mike Sang,
who retires by rotation.
Why a fresh mandate is appropriate
This meeting is, in substance, the first opportunity for the post-recapitalisation shareholder base to settle the composition of the
post-recapitalisation Board. Four of the seven directors are already placing themselves before shareholders. PHC does not
consider it appropriate that the two directors whose mandates were most narrowly conferred, in the most uncertain
circumstances, should be the only directors, other than the Chair, not to do so.
A Board entering a new strategic phase should be able to draw on the clear and current confidence of the shareholders who
will fund and support that phase. Directors elected by 53% and 59% of a materially different register cannot simply be
assumed to have it. Putting the question to shareholders now, openly and by ordinary resolution, is the orderly way to
resolve it.
Board composition if the Resolutions are passed
If both Resolutions are passed and each of Mr Major and Mr Barclay therefore cease to be directors, the Board will likely
comprise five directors. PHC recognises that the Board may wish to appoint additional independent directors and would
support it identifying suitably qualified candidates, such as candidates with the consumer brand and international market
experience that the company's strategy now calls for.
[Ends]

20
Comvita Limited Annual Shareholders’ Meeting 2026

The statement from PHC indicates that it wrote to the Chair of Comvita on 18 September 2026, setting out
PHC’s preference that both directors retire and offer themselves for re-election, and in that scenario
undertook to withdraw the resolutions. The Company has no record of receiving the 18 September 2026 letter
referred to by PHC and notes the only correspondence received from PHC was the notice requiring the
shareholder proposal to be put forward.

Resolution 9 - Removal of Ms Bridget Coates
Mr Rob Tait, Mr Alan Bougen and Mr Neil Craig have provided the following statement which is required to be
included in this Notice of Meeting in relation to Resolution 9. It does not represent the views of Comvita or its
Board.
STATEMENT FROM MR ROB TAIT, MR ALAN BOUGEN AND MR NEIL CRAIG
Under clause 29.1 of Comvita Limited’s constitution, a director may be removed from office by an ordinary resolution of
shareholders passed at a meeting called for purposes that include removal of that director.
The Chair of Comvita Limited, Bridget Coates, presided over the proposed acquisition of all of the fully paid ordinary shares
in Comvita Limited, by Florenz Limited at $0.80 per share, via a Scheme of Arrangement pursuant to a Scheme
Implementation Agreement entered into on 17 August 2025 and a Scheme Booklet issued on 15 October 2025 (Scheme
Documents).
The Board, chaired by Bridget Coates, unanimously recommended the Scheme. The Scheme Documents, NZX
announcements and further media comments endorsed by the Chair and the Comvita Limited Board emphasised the
Company’s trading issues, material refinancing risks and ongoing uncertainty around its ability to fund operations beyond
early 2026. The Scheme proposal failed to obtain the necessary majority at a Scheme Meeting held on Friday, 14 November
2025, and the Scheme Implementation Agreement was terminated the same day. Soon after, the Chair of Comvita Limited
championed the implementation of a ‘Reset Strategy’ at the Company’s Annual Shareholders’ Meeting on 17 December
2025 noting that ‘the Company made significant progress through FY25 and into FY26 in strengthening its underlying
position’. In April through May 2026, a pro-rated capital raise was successful in raising $30m and a strategic placement
raised a further $10.5m. Moreover, during the process of the Scheme of Arrangement and subsequent capital raise, the
Company spent at least $5.6m on outside Advisers, Legal and Consultants.
In our view, the Board’s handling of these matters under the leadership of the Chair does not support confidence, and we
ask shareholders to support her removal from the Board.
We note the shareholder proposal given by PHC Investments Limited and announced by the Company on 24 September
2026, which seeks the removal of Robert Major and Gregor Barclay. We do not support those resolutions, which in our view
are directed at the wrong question. Both directors stood before shareholders at the Annual Shareholders' Meeting on 17
December 2025, after the Scheme proposal had failed, and shareholders elected them. PHC Investments Limited acquired its
shares shortly after both Robert Major and Gregor Barclay were elected to the Board. Mr Barclay was not a director at the
time of the Scheme and was not party to that process. Alan Bougen nominated him for election in 2025 and in our view he
has an outstanding track record as both director and chair of a number of substantial companies. If shareholders wish to
address accountability for the Scheme, the position of the Chair who presided over it is in our view the more directly relevant
question.
Shareholders may wonder why the removal of Ms Coates had not been proposed by us earlier. A request has been made for
the resignation of Ms Coates on at least two prior occasions, one being the Annual Shareholders’ Meeting on 17 December
2025 where Alan Bougen requested that Ms Coates resign, given her part in overseeing the failed Scheme. In the absence of
Ms Coates’ resignation, it was deemed prudent to wait until the Annual Shareholders’ Meeting to be held on 28 October
2026, to put forward this Resolution seeking the removal of Ms Coates as a director of the Company.
As a further point, it has been proposed by PHC Investments Limited, as a basis for their resolution, that alongside the newly
appointed directors and Michael Sang (who is retiring by rotation) it is appropriate that Robert Major and Gregor Barclay
seek renewed mandates for their respective board positions.
We do not agree with this proposition, but by that very logic Ms Coates should also be required to seek a renewed mandate.

[Ends]

21
Comvita Limited Annual Shareholders’ Meeting 2026
For more information, please contact:
Karl Gradon | Comvita
karl.gradon@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 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.

---

Go online to https://nz.investorcentre.mpms.mufg.com/voting/CVT to appoint your proxy

LODGE YOUR PROXY















Proxy Form/Admission Card for Comvita Limited 2026 Annual Shareholders’ Meeting

Notice is hereby given that the Annual Shareholders’ Meeting of Comvita Limited (“the Company”) will be held at Pāpāmoa Surf Life Saving Club, 561
Pāpāmoa Beach Road, Pāpāmoa and online via the MUFG Pension & Market Services meeting platform at www.virtualmeeting.co.nz/cvt26 at 2:00pm
(New Zealand time) on Wednesday 28 October 2026. You will require your CSN/Holder Number for verification purposes.
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment instructions
above) to Comvita Limited’s share registry, MUFG Pension & Market Services, by no later than 2:00pm on Monday 26 October 2026. You can also
appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/CVT or by
scanning the QR code above with your smartphone.


Wednesday 28 October 2026 at 2:00pm (New Zealand time)
CSN/Holder Number: <CSN/Holder Number>

*Barcode*


Pāpāmoa Surf Life Saving Club, 561 Pāpāmoa Beach Road,
Pāpāmoa

www.virtualmeeting.co.nz/cvt26

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chair of the Meeting” or any Director as your proxy or as alternative to your
named proxy. The Chair of the Meeting intends to vote all discretionary
proxies in favour of the relevant resolution.

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 10). If you return this form without directing the proxy how
to vote on any particular matter, the proxy may vote as he/she thinks fit or
abstain from voting. If you make more than one election in respect of a
resolution your vote will be invalid on that resolution. If this Proxy Form is
returned duly signed 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, but only to
vote to the extent of the voting instructions provided.

Voting restrictions
In accordance with the NZX Listing Rules, each director and all Associated
Persons of each director (as that term is defined in the NZX Listing Rules)
is disqualified from casting a vote in favour of resolution 10, other than
where the vote is cast by a director or an Associated Person as a proxy for
a person who is entitled to vote, in accordance with express directions on
the Voting/Proxy Form to vote for or against the resolution. Any votes
otherwise cast in favour of resolution 10 by a director or an Associated
Person of a director will be disregarded by the Company.

Attending the meeting
If you plan to attend the meeting in person, please bring this Admission
Card/Proxy Form intact as the barcode will assist in your registration.



If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/cvt26. You will require your CSN/Holder Number
for verification purposes.

A corporation may appoint a person as its representative to attend and
vote at the Meeting in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder.

Signing instructions for this form
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, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

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.



Online
https://nz.investorcentre.mpms.mufg.com/voting/CVT

Scan & email
meetings.nz@cm.mpms.mufg.com
Scan this QR code with
your smartphone and
vote online


Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998
Space and position for name and address

Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of Comvita Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email 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, 28 October 2026, at 2:00pm, via an online platform at www.virtualmeeting.co.nz/cvt26 and in person, and at any adjournment of that
meeting.

Step 2 Items of Business – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.






Step 3 Shareholder Questions

Shareholders attending the Annual Meeting virtually, or in person, 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 and
completing the online validation process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed.
Questions will need to be submitted by 2:00pm, Monday, 26 October 2026. The Board will endeavour to address and answer questions at the Annual Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney

Shareholder 2
or duly authorised officer or attorney

Shareholder 3
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:
To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. 1. That the meeting record the re-appointment of KPMG as the auditors of the Company for
the current financial year ending 30 June 2027 pursuant to section 207T of the Companies
Act 1993, and that the Board be authorised to fix KPMG’s remuneration.



2. 2. That Mr Michael Sang, who retires by rotation and is eligible for re-election, be re-elected
as a Director of the Company.

3. 3. That Mr Michael Chye, who was appointed by the Board as a director to fill a casual
vacancy with effect from 22 June 2026, be elected as a Director of the Company.

4. 4. That Mr Peter Nathan, who was appointed by the Board as a director to fill a casual
vacancy with effect from 20 July 2026, be elected as a Director of the Company.

5. 5. That Ms Julia Xu, who was appointed by the Board as a director to fill a casual vacancy
with effect from 20 July 2026, be elected as a Director of the Company.

6. 6. That Mr Kosit Suksingha, who has been nominated to be a director by an Equity Security
holder, be elected as a Director of the Company.

7. 7. That Mr Robert Major be removed from office as a director of Comvita Limited pursuant to
section 156 of the Companies Act 1993 and clause 29.1 of the constitution of Comvita
Limited, with effect from the close of the 2026 Annual Meeting of Comvita Limited.

8. 8. That Mr Gregor Barclay be removed from office as a director of Comvita Limited pursuant
to section 156 of the Companies Act 1993 and clause 29.1 of the constitution of Comvita
Limited, with effect from the close of the 2026 Annual Meeting of Comvita Limited.

9. 9. That Ms Bridget Coates be removed as a director of Comvita Limited pursuant to section
156 of the Companies Act 1993 and clause 29.1 of the constitution of Comvita Limited, with
effect from the close of the 2026 Annual Meeting of Shareholders of Comvita Limited.

10. 10. That the total annual remuneration payable to all directors of Comvita Limited be
increased by $240,000, from $610,000 to $850,000, with effect from 1 November 2026.

CSN/Holder Number: 123456789

*Barcode*

---

28 September 2026
Notice of Meeting
Comvita Limited (NZX: CVT) provides its Notice of Meeting in respect of its 2026 Annual Meeting of Shareholders
to be held at 2.00pm on Wednesday, 28 October 2026, at the Pāpāmoa Surf Life Saving Club, and online via a
virtual meeting platform.
As noted in Comvita’s announcement on Thursday 24
th
September 2026, Shareholders will be asked to consider
and vote on resolutions to determine the composition of the Company's Board, amongst other things. Following
that announcement, Comvita has received a further shareholder proposal in relation to the proposed removal of
Ms Bridget Coates as a director. Details of the shareholder proposals, and the statements from the proposing
shareholders, are included in the Notice of Meeting.
Shareholders will be sent the attached Notice of Meeting and Proxy Form, and a copy of this Notice of Meeting
will be available for downloading from the Market Announcements section of our Investor Centre website:
www.comvita.co.nz/investor

ENDS
For further information:
Karl Gradon | Comvita
karl.gradon@comvita.com

Background information
Comvita (NZX:CVT) was founded in 1974, with a purpose to improve people's health through the power of
nature. Comvita is the largest producer of UMF™ certified Mānuka honey, with a team of over 400 people, and
operations in New Zealand, Australia, Greater China, North America, Japan, Korea and Southeast Asia. Comvita’s
vertically integrated supply chain runs from its own Mānuka forests and beehives in New Zealand through to an
international omni-channel distribution model. Comvita operates its own government-recognised and accredited
laboratory to test and verify that all bee-product ingredients are of the highest quality. It also maintains an
ongoing scientific research programme to deepen understanding of Mānuka trees, bee welfare and the benefits
of Mānuka honey. Comvita has planted millions of native Mānuka trees, improving natural ecosystems and
biodiversity, mitigating climate change, and helping ensure the sustainable supply of high quality Mānuka honey.
In 2023, Comvita became a certified B Corp, joining a global community of businesses that see business as a
force for good.