Comvita 2026 Annual Shareholders' Meeting

Annual
Shareholders
Meeting
28 OCTOBER 2026

DISCLAIMER
IMPORTANT NOTICE
This presentation is given on behalf of Comvita Limited.
Information in this presentation:
•Should be read in conjunction with, and is subject to, Comvita’s Annual Reports, Interim Reports and market releases on NZX;
•Is from the audited Annual results for the year ended 30 June 2026 (unless otherwise indicated);
•Includes non-GAAP financial measures such as net debt, net cash and free cash flow. These measures do not have a standardised
meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. They
should not be used in substitution for, or isolation of, Comvita’s financial statements. We monitor these non-GAAP measures as key
performance indicators, and we believe it assists investors in assessing the performance of the core operations of our business.
•May contain projections or forward-looking statements about Comvita. Such forward-looking statements are based on current
expectations and involve risks and uncertainties. Comvita’s actual results or performance may differ materially from these statements;
•Includes statements relating to past performance, which should not be regarded as a reliable indicator of future performance;
•Is for general information purposes only, and does not constitute investment advice; and
•Is current at the date of this presentation, unless otherwise stated.
While all reasonable care has been taken in compiling this presentation, Comvita accepts no responsibility for any errors or omissions.
All currency amounts are in NZ dollars unless otherwise stated.

Karakia Timatanga
Opening Karakia
Nikki Reedy, Comvita Customer Experience Manager
E te Atua,
Tukua te wairua kia rere
Let the spirit exercise its potential
Hei arahia a mātou mahi i tēnei rangi
To guide us in our work that we do today
Homaitia tōu māramatanga me tōu rangimārie
Give us your knowledge and your calmness/peacefulness
Kia tau ngā manaakitanga ki runga o tēnā, o tēna, o tātou
Let the strength and life force be with each and every one
of you today
Whakamaua kia tina tina, haumie hui e Taiki e
Join together and unite, the group is ready to progress for
the purpose of coming together

Bridget Coates
Chair Address

Board of Directors
Bridget Coates
Chair, Independent Director
Appointed Director Jul-21
Appointed Chair Aug-24
Michael Sang
Independent Director
Appointed Director Sept-23
Appointed Chair of A&RC Aug-23
Bob Major
Independent Director
Appointed Director Sept-19
Appointed Chair of S&PC Mar-23
Gregor Barclay
Independent Director
Appointed Dec-25
Michael Chye
Non-Independent Director
Appointed Jun-26
Julia Xu
Non-Independent Director
Appointed Jul-26
Peter Nathan
Non-Independent Director
Appointed Jul-26

ONLINE HELP​: Call the helpline on 0800 200 220 (or +64 9 375 5998 if you're outside NZ).
•In person voting
•Mark your voting
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•Click 'Get a Voting Card' and enter
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Voting Instructions and Asking Questions

Formalities
•Notice of Meeting
•Quorum
•Proxies
•Annual Financial Statements

Agenda
A.Introduction and Formalities
B.Chair’s Address
C.CEO Address
D.Reports and Financial Statements
E.Ordinary Resolutions
F.Question and Answer Session
G.General Business

Delivered On Our Priorities
The Board’s focus for FY26 was clear: deliver the stronger financial and
organisational foundations Comvita needed.
✓Balance sheet strengthened
•$40.5M capital raise completed.
•Refinancing secured to September 2028.
•Net debt* reduced from $62.4M to $0.5M net cash.
•Inventory normalised to $79.9M.
✓Profitability and cash generation restored
•Operating profit of $14.0M.
•NPAT of $7.7M.
•Positive free cashflow* of $30.3M.
✓Positioned Comvita for its next phase
•Welcomed F&N as a strategic shareholder.
•Strengthened the Executive Leadership Team.
* Net debt, net cash and free cash flow are non-GAAP measures we monitor as key performance indicators.

Clear Expectations for Next Phase
With stronger foundations in place, the focus is now on executing the strategy and
increasing shareholder value
STABILITY
FOCUSED EXECUTIONSUSTAINABLE GROWTH
FOCUSEXECUTIONCAPABILITY
•Clear strategic priorities
across markets, channels,
brand and products.
•Investment directed to the
strongest opportunities.
•Greater commercial rigour
and discipline.
•Clear accountability for
delivery.
•
Leadership and
governance aligned to the
next phase.
•
Organisation equipped to
execute.

Board Capability for the
Next Phase
•Renewal
•
Board capability has continued to evolve following the
recapitalisation.
•
Recent appointments enhance previous FMCG, offshore
market, consumer and operational experience.
•Continuity
•
Comvita is moving from stabilisation to much improved
performance and growth.
•
Continuity of company knowledge and transformation
experience remains valuable.
•Shareholder Mandate
•
Today’s meeting provides shareholders with the opportunity
to determine the Board’s composition.
•
The Board emerging from today must remain focused on
improved performance, disciplined execution and long-term
shareholder value.
Shareholders will determine the composition of
the Board today

Karl Gradon
CEO
Address

A Leadership Team Built To Deliver
Karl Gradon
Chief Executive Officer
Mandy Tomkins-Dancey
Chief Financial Officer
Dr Emma Blott
Chief Commercial Officer
Andrea Wilkins
Chief Marketing Officer
Dr Jackie Evans
Chief Science Officer
Ben Duncan
Chief Operating Officer
Nikki Leske
Chief People & Culture Officer
Erin Swanson
Head of Sustainability &
Strategic Projects

A Category In Transition
Global demand is broadening, competition is intensifying and quality supply is becoming
more valuable
-
200,000
400,000
600,000
800,000
1,000,000
-
2,000
4,000
6,000
8,000
10,000
12,000
14,000
FY19FY20FY21FY22FY23FY24FY25FY26*
Hives
Exports (T)
Honey Exports and Hive Numbers
Total Exports from NZ (Tonnes)Total Hives
Source: MPI and Stats NZ
Note: * FY26 hive data is as at September 2025.
•Demand is broadening
•North America is now largest Mānuka market.
•Growth beyond China is diversifying category
demand.
•Competition is intensifying
•Volume growth is concentrated in lower grades.
•Price transparency and digital competition are
increasing commoditisation
•Supply is tightening
•Industry hive numbers and inventories have reduced.
•Securing access to quality honey is becoming more
strategically important.
•This is a marked change from the oversupply in recent
years.
Comvita must compete through sharper market
choices, stronger differentiation and disciplined
supply allocation

Different Markets Require Different Choices
We are not applying one global formula - we are directing resources towards the
markets and channels with the strongest opportunities
MARKETWHAT WE SEEOUR FOCUS
North America
Strong category momentum, low
penetration, intense e-commerce
competition
Broaden distribution, build awareness,
diversify beyond individual customers
and channels
China
Softer demand, value-conscious
consumers, increasing commoditisation
Defend premium leadership, optimise
channels, innovate in premium grades
and formats
Asia and other
markets
Uneven conditions, but continuing
premium wellness opportunities
Prioritise attractive markets, strengthen
partners and improve channel economics

Why Comvita WillWin
Comvita has the trusted global brand, proprietary science, secure supply and
established routes to market
TRUSTED
GLOBAL BRAND
SCIENCE AND
INNOVATION
INTEGRATED
SUPPLY
GLOBAL MARKET
CAPABILITY
•Global leader in
Mānuka honey.
•Premium New
Zealand provenance.
•Proprietary research
platforms.
•Ability to extend
Mānuka into new
benefits and formats.
•
Control from forests
and hives through to
finished products.
•
Quality, traceability
and access to
premium honey.
•
Established positions
across China, North
America and Asia.
•
Direct, retail, digital
and partner-led
routes to consumers.

Four Priorities Driving Performance
Our priorities are clear, and each is directed towards stronger growth, returns
and execution
1. WIN IN PRIORITY MARKETS &
CHANNELS
2. STRENGTHEN BRAND &
INNOVATION
•Sharper priorities across markets, channels
and customers.
•Resources directed to strongest value
opportunities.
•Strengthen premium brand differentiation.
•Consumer-led, science-backed innovation
aligned with priority needs, markets and
channels.
3.SIMPLIFY HOW WE OPERATE4.OPTIMISE CAPITAL & SUPPLY
•Streamline the operating model and cost base.
•Improve decisions, accountability and
productivity.
•Apply rigorous return thresholds to
investment.
•Align honey procurement and inventory with
demand.

Turning Our Priorities Into Action
We have more to do, but the direction is clear and we are moving forward with pace
and discipline to build a more focused, efficient and profitable Comvita.
CATEGORIESPROGRESS
Commercial
•Broadening and growing North America distribution.
•Maintaining leadership position in China, while optimising operating model.
•Strategic channel and customer focus, to drive improved profitability and growth.
Brand and
Innovation
•
Strengthening and aligning global brand strategy.
•
Tightened innovation portfolio, including focus on Lepteridine opportunities.
•
Exploring collaboration opportunities with F&N.
Operations
•
Strategic honey procurement and improved manufacturing utilisation.
•
Improved demand and supply planning.
•
Progressing distribution opportunities with F&N in existing and new markets.
Organisation
•
Strengthened leadership team in place.
•
Improving employee engagement.
•
Optimising global structures to improve efficiencies, accountability and capability.

Positive Start to FY27 Trading
•Update
•
Group sales (unaudited) for FY27 Q1 increased 4.6% versus FY26 Q1, demonstrating benefit of market
and channel diversification strategy.
•
Gross margin percentage up.
•
Premium price positioning, tight cost control and foreign exchange (FX) upsides, helping to offset the
impact of pressure on honey pricing.
•
Excluding FX, managing to hold profitability in line with prior year.
•
Outlook
•
Guidance will be provided ahead of, or with, the half-year results announcement.
•
Key variables being assessed and monitored – operating model improvements, Mānuka honey season,
key gifting periods, and macroeconomic, geopolitical and FX conditions.
•
Not expecting to pay a dividend for FY27. Dividends will return when earnings, cash generation and the
balance sheet can support themsustainably.
Trading and strategy execution progressing well

Formal Business

Reports and
Financial
Statements

Ordinary Resolutions
•Appointment and Remuneration of Auditors (Resolution 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.”
•Director Elections (Resolutions 2 to 6)
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 to 9)
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."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.“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.”
•Directors’ Remuneration (Resolution 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.”

ONLINE HELP​: Call the helpline on 0800 200 220 (or +64 9 375 5998 if you're outside NZ).
•In person voting
•Mark your voting
paper “For”,“Against”or“Abstain.”
•Your voting paper will be
collected from you.
•Online Voting
•Click 'Get a Voting Card' and enter
shareholder or proxyholder number.
•Select 'For','Against' or 'Abstain' on
the voting card and click 'Submit Vote’.
•To change your vote, select 'Edit Card'.
Voting Instructions and Asking Questions

Resolution One
Appointment and Remuneration of Auditors
To consider, and if thought fit to pass, the following
ordinary resolution:
“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’s Election – Mr Michael Sang
To consider and if thought fit to pass, the following
ordinary resolution:
“That Mr Michael Sang, who retires by rotation and is
eligible for re-election, be re-elected as a Director of
the Company.”
Resolution Two

Director’s Election – 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 Institute of Directors
and a Chartered Accountant with CAANZ.
He joined the Comvita Board in October 2023 and is Chair of the
Audit & Risk Committee.

Director’s Election – Mr Michael Chye
To consider and if thought fit to pass, the following ordinary
resolution:
"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."
Resolution Three

Director’s Election – 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.

Director’s Election – Mr Peter Nathan
To consider and if thought fit to pass, the following ordinary
resolution:
"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."
Resolution Four

Director’s Election – 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.

Director’s Election – Ms Julia Xu
To consider and if thought fit to pass, the following ordinary
resolution:
"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."
Resolution Five

Director’s Election – 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 has served as a Director of Emeren Group (formerly ReneSola)
since 2015. During its time as a NYSE-listed company she chaired the
Nomination Committee and served 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. She continues to serve on the Emeren board and now chairs its Audit
Committee.
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.

Director’s Election – Mr Kosit
Suksingha
To consider and if thought fit to pass, the
following ordinary resolution:
“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."
Resolution Six

Director’s Election – 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.

Shareholder Proposal: Director Removal – Mr
Robert Major
To consider, and if thought fit to pass, the following ordinary
resolution, which has been proposed by a shareholder and is
required to be put to the meeting for consideration:
"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.“
Resolution Seven

Shareholder Proposal: Director Removal – Mr Robert
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 and 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 and China and while in New Zealand, held global leadership roles in
strategy, mergers and acquisitions, ingredients sales and marketing and
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.

Shareholder Proposal: Director Removal – Mr
Gregor Barclay
To consider, and if thought fit to pass, the following ordinary
resolution, which has been proposed by a shareholder and is
required to be put to the meeting for consideration:
"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."
Resolution Eight

Shareholder Proposal: Director Removal – 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.

Shareholder Proposal: Director Removal – Ms
Bridget Coates
To consider, and if thought fit to pass, the following
ordinary resolution, which has been proposed by a
shareholder and is required to be put to the meeting for
consideration:
“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.”
Resolution Nine

Shareholder Proposal: Director Removal – 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 ofKoi Tū: 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. She was also 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.
She is a Chartered Fellow of the NZ Institute of Directors and holds the
CFA qualification. She was appointed a MNZM in 2014 for services to New
Zealand business. She is resident in New Zealand.

Resolution Ten
Directors’ Remuneration
To consider and if thought fit to pass, the following ordinary
resolution:
“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.”

Voting –
Proxies
Received
ResolutionForAgainst
Proxy
Discretion
1.Appointment and remuneration of
auditors
61,863,6558,802,87121,294,023
67.27%9.57%23.16%
2.Re-election of Mr Michael Sang
66,538,4023,666,32721,621,564
72.46%3.99%23.55%
3.Election of Mr Michael Chye
66,676,7843,628,19721,627,603
72.53%3.95%23.53%
4.Election of Mr Peter Nathan
61,456,4578,616,28221,861,400
66.85%9.37%23.78%
5.Election of Ms Julia Xu
70,068,652238,94121,628,081
76.21%0.26%23.53%
6.Election of Mr Kosit Suksingha
47,110,88620,654,87921,631,781
52.70%23.10%24.20%
7.Removal of Mr Robert Major
51,565,27418,791,93621,403,530
56.20%20.48%23.33%
8.Removal of Mr Gregor Barclay
49,209,78621,055,47721,400,530
53.68%22.97%23.35%
9.Removal of Ms Bridget Coates
16,173,96954,297,60721,406,490
17.60%59.10%23.30%
10.Directors’ Remuneration Increase
49,470,39518,522,1407,483,469
65.54%24.54%9.92%

General Business
and Q&A Session

Meeting Close

Karakia Whakamutunga
Closing Karakia
Kua mutu a mātou mahi i tēnei wā
Our work is done for the moment
Kia marino
Be calm
kia whakamoemiti
Be thankful
Kia manatu
Be mindful
Kia tuku
Be released
Kia rite
Be ready
Kia atamai
Be intelligent
Hui e Taiki e!
Enriched and unified

---

1

COMVITA ANNUAL SHAREHOLDERS MEETING 2026 – CHAIR & CEO
ADDRESSES
28 October 2026
Pāpāmoa Surf Club / Online

HOLDING SLIDE 1 – TITLE PAGE
Annual Shareholders Meeting Welcome

CHAIR ADDRESS
Bridget Coates

Kia ora koutou katoa, good afternoon, and thank you for joining us today, here at the
Papamoa Surf Club and online.

I am Bridget Coates, Chair of the Comvita Board.

I would like to ask Nikki Reedy, Comvita’s Customer Experience Manager, to come
forward and open this meeting with a karakia.

SLIDE 3 – OPENING KARAKIA

SLIDE 4 – CHAIR ADDRESS
I’d like to warmly welcome you to the 2026 Annual Shareholders Meeting.

Before we start, some housekeeping. For those in the room, can I please ask you to put
your phone on silent. If a fire alarm goes off, main fire exits are marked by the green
running man to the left and right, please exit and convene on the grass area out front of
the venue. Please follow other directions from the team.

SLIDE 5 – BOARD OF DIRECTORS
Comvita’s Directors include Mike Sang, Chair of our Audit and Risk Committee, Bob
Major, Chair of our Safety and Performance Committee, Gregor Barclay, Michael Chye,
Peter Nathan and Julia Xu.

Today I am joined in person by my fellow Directors, Mike Sang, Bob Major, Greg Barclay,
Julia Xu and Michael Chye, and by members of our senior leadership team, including
our Chief Executive, Karl Gradon, our Chief Financial Officer, Mandy Tomkins-Dancey,
and members of our Leadership Team. Peter Nathan has provided his apologies.

I’d also like to welcome Glenn Keaney from KPMG, Comvita’s auditor and Andrew
Matthews from Simpson Grierson, Comvita’s legal advisor, who join us here today, and
to the team from our share registrar, MUFG Pension and Market Services. MUFG will
help conduct the voting on the formal business later in the meeting and also act as
scrutineer.

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SLIDE 6 – HYBRID MEETING PROCEDURES
Today’s meeting is being held both in-person and online through MUFG’s online meeting
platform. The Chair’s and CEO’s addresses, and the slides, have been posted on the
NZX and on comvita.co.nz under the Investor section prior to this meeting.

For those of you attending the meeting virtually, if you would like to submit a question,
the Q&A is open during the course of the meeting, so please feel free to submit
questions throughout the meeting and these will be addressed in the Q&A session.
Click on the ‘Ask a Question’ box either at the top or bottom of the webpage and enter
your shareholder or proxyholder number to validate yourself. Type your question and
click submit. I would encourage you to submit your questions as early as possible.

If we receive multiple questions on one topic, these will be amalgamated together. Any
questions not answered in time may receive an email response after the meeting.

Voting today will be conducted by way of a poll.

If you are eligible to vote at this meeting, and you are joining us online, you can vote at
any time during the meeting by clicking ‘Get a voting card’ and entering your shareholder
or proxyholder number. After completing your selection, click ‘Submit vote’ at the
bottom of the electronic voting card. You can change your vote until the time voting
closes.

More information on how to vote online is contained in the Virtual Meeting Guide
available on the platform, or alternatively you can call the helpline on 0800 200 220.

If you are an eligible shareholder or proxy attending in person, you should have received
a voting card when you registered. When it’s time to vote, please tick the relevant box to
indicate whether you are voting for, against or abstaining from the resolution. If you do
not have a voting card and are eligible to vote or you have any questions, please make
your way to the registration desk outside of the room.

SLIDE 7 – FORMALITIES
The Company Secretary has confirmed to me that the Notice of Meeting has been sent
to shareholders and other persons entitled to receive it.

The financial statements for year ending 30 June 2026, and the Auditors Report for the
period are available under the Investor Centre on our website. Our Annual Report,
including our Financial Statements, were made available on our website on 28 August,
on the same date as we announced our annual results.

Hard copies are available either through MUFG Pension & Market Services, or by
contacting our Customer Experience Team on 0800 504 959.

I have been told that we have a quorum, and given the time is now past 2pm, I now
declare this Annual Shareholders Meeting officially open.

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Proxies have been appointed for the purposes of this meeting in respect of
approximately 91.8 million shares, representing over 70% of the total number of shares.

SLIDE 8 - AGENDA
Now to the agenda for today’s meeting.

My address this afternoon will focus on the commitments we made a year ago, the
progress we have delivered against them, and the priorities for the next phase.

I will then hand over to our Chief Executive, Karl Gradon, who will provide an update on
the market environment, our strategic priorities, the progress we are making, and the
financial outlook. Questions relating to these presentations can be asked during
general business at the end of the meeting.

We will then conduct the formal business of the meeting – discussion of the annual
report and financial statements, consideration of the ordinary resolutions relating to
remuneration of the company’s auditors, and director elections, removals and
remuneration, before finishing with general business.

For each of these items of formal business, there will be an opportunity for
shareholders to ask questions. We would ask you to hold your questions until they are
called for in relation to the relevant item of business.

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SLIDE 9 – DELIVERED ON OUR PRIORITIES
A year ago, Comvita was at a critical point. We faced significant balance sheet,
profitability and organisational challenges. Our lenders were providing short-term
support but had made it very clear that a lasting solution was required with urgency,
through debt repayment or a potential strategic transaction.

We also faced low confidence from investors, including major shareholders who had
signalled their intention to sell, and significant gaps in our management team.

Our priorities at that time were very clear: strengthen the balance sheet and secure
longer-term bank funding, restore profitability and cash generation, reduce inventory,
strengthen leadership, and put the Company on a more sustainable footing.

Those were the commitments we made to shareholders and we are pleased to be held
accountable for meeting those commitments. While there is more to do, the results
demonstrate substantial progress against each of those priorities and the business is in
a materially stronger position today than it was a year ago.

Let me briefly take you through the progress we have made.

First, we have materially strengthened the balance sheet.

In May this year, we completed a $40.5 million recapitalisation, comprising a $30 million
entitlement offer and a $10.5 million placement. Importantly, the capital raise was
structured to provide certainty and participation for all eligible shareholders, while
minimising economic dilution for those who did not participate. We delivered a much
more balanced outcome than some had anticipated in meeting all those objectives

We also refinanced our bank facilities through to September 2028.

Combined with much stronger cash generation and strengthened working capital
management, this saw our net debt reduce from $62.4 million at the end of FY25 to a
net cash position of $0.5 million at the end of FY26.

We have substantially reduced inventory, from $135.8 million at the end of FY24 to
$79.9 million at the end of FY26.

Together, these actions have given Comvita a much stronger financial foundation on
which to build.

Second, we restored profitability and cash generation.

NPAT returned to a profit of $7.7 million, compared with a loss of $104.8 million in the
prior year, and the business generated $30.3 million of positive free cash flow.

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Revenue grew 10.7%, but gross profit grew 38.8%, and we took $12.2 million out of
operating expenses at the same time. Operating cash flow increased to $40.3 million,
supported by lower inventory but, more importantly, significantly stronger trading
performance.

These results represent a significant financial reset. We now have a stronger base from
which to improve the quality and consistency of performance – and from which to drive
profitable growth.

We have also strengthened financial and operating disciplines, including more rigorous
capital allocation, inventory management and cost control.

Third, we restructured our share register.

The recapitalisation brought important changes to our share register. We welcomed
three new major shareholders, each with an ambitious long-term perspective on
Comvita, including Fraser and Neave as a strategic shareholder.

F&N brings substantial consumer, market and operational experience across Southeast
Asia, a region where we see considerable opportunity for Comvita.

This relationship has the potential to bring value well beyond the capital that has been
invested. Our teams are already working together to explore opportunities across
supply chain, manufacturing, distribution, digital pilots, science and packaging.

Finally, we have brought together an experienced leadership team which is fully
prepared for future growth.

Under our CEO, Karl Gradon, we now have an experienced leadership team in place
across our key commercial, operational, financial, marketing, science and people
functions, with the energy and commitment to grow our company.

We are instituting greater strategic discipline and clearer accountability for our new
team, as we move from stabilising the business to delivering a significant improvement
in performance.

SLIDE 10 – CLEAR EXPECTATIONS FOR NEXT PHASE
In summary, the progress made in FY26 gives us a much stronger foundation, but it is a
foundation, not the destination.

We recognise that too little of our considerable success in market is translating into
shareholder returns, and that the progress achieved within the business has not yet
been substantively reflected in the experience of our shareholders. Closing the gap
between our revenue performance and our net profit line is a high priority for the Board
and management.

The Board's expectations for this next phase are clear.

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First, focus. We need to make very strategic and deliberate choices about the markets,
channels, products and opportunities where Comvita can create the greatest value and
direct our resources accordingly. Business models and channel strategies that served
us in the past are no longer necessarily the right ones in a fast changing global
environment. Resources need to be reviewed and reallocated in real time to achieve
the greatest return to shareholders.

This also means continuing to simplify the business, improve productivity and cost
efficiency, strengthen the management of inventory and capital, and ensure that
revenue growth drives superior earnings and cash generation.

Second, execution. We need to ensure greater commercial rigour, tighter
accountabilities and single minded delivery against the priorities and commitments we
set.

Third, capability. We need to support and empower our leadership, organisation and
governance and ensure we have the capability on our team to execute those choices
effectively.

Rebuilding shareholder confidence and total shareholder returns remains an important
measure of our success. That will require sustained improvement in performance,
earnings and cash generation, not just for one year, but consistently over time.

We are committed to transparent reporting, and delivering superior outcomes and
returns, thereby earning your support over the long term.

Ultimately, the next phase is about converting the stronger foundations we have built
into much improved performance, rebuilding shareholder confidence and creating long-
term shareholder value.

Thank you for your patience and persistence to date.

SLIDE 11 – BOARD CAPABILITY FOR THE NEXT PHASE
The next phase also requires the right capability and experience around the Board table.

Following the recapitalisation, the composition of the Board has continued to evolve.

The recent appointments of Michael Chye, Julia Xu and Peter Nathan have further
strengthened our FMCG capability and enhanced our operational and consumer
experience in our target offshore markets.

Today is the first opportunity since the recapitalisation for shareholders to determine
the composition of the Board, and a number of resolutions later in this meeting will give
you that opportunity.

I encourage all shareholders who have not already done so to exercise their vote.

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In closing, Comvita is operating in FY27 from a materially stronger position than it did a
year ago.

Our Board made clear commitments to shareholders at that time which have been
delivered in full. We are now translating those improved foundations into stronger
performance and significant increases in shareholder value.

Karl Gradon will now take you through the market environment, our strategic priorities
and the progress that management is making in putting those priorities into action.

Karl.

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CEO ADDRESS
Karl Gradon

SLIDE 12 – CEO ADDRESS
Thank you, Bridget.

As Bridget has outlined, FY26 was about stabilising the business and restoring stronger
financial and organisational foundations. And the team can be proud of what they have
achieved.

Now it is time to compete hard and win - growing in the markets where Comvita can
lead, running a leaner and sharper business, and turning both into real value for
shareholders. We have an operating model challenge to solve. We need to be able
to ensure profits can withstand every phase of the market cycle.

We are driving a significant change agenda across Comvita to make that happen. You
will rightly judge us on results and returns, and ultimately, that is how our performance
should be measured.

I will cover three areas today: the market and category environment in which we are
operating, the choices we are making in response, and the actions underway to build a
more focused, efficient and profitable Comvita.

SLIDE 13 – A LEADERSHIP TEAM BUILT TO DELIVER
An important part of preparing Comvita for its next phase has been strengthening our
leadership capability.

We now have experienced leaders in place across our key commercial,
operational, financial, marketing, science and people functions, with clearer
ownership of delivery.

As a leadership team, we are aligned around a deliberately focused strategy and a
simpler way of working across the business.

That means operating as one Comvita, with clear priorities, our global capabilities
working together, faster decisions and a clear focus on delivering results.

This is a team built to win, with the right skills, the right backgrounds and deep
experience from some of New Zealand’s and the world’s leading consumer businesses.
Many of them have joined in the last year, and I’d like to thank them for the energy and
pace they have brought to Comvita.

SLIDE 14 – A CATEGORY IN TRANSITION
Turning to the external environment, the Mānuka honey category is continuing to change
across demand, competition and supply.

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First, demand is broadening. North America is now the largest Mānuka honey market,
and growth beyond China is creating a more diversified base of category demand.

This is positive for the long-term development of the category, but the dynamics differ
materially by market. North America offers significant opportunity, while China remains
important but is operating in a more challenging consumer and channel environment.

Second, competition is intensifying. Much of the recent volume growth in the
category has been concentrated in lower grades, while increasing price transparency
and digital competition are contributing to greater commoditisation.

We are therefore competing not only with other Mānuka honey providers, but for
consumer attention and spending across the wider health and wellness category.

Third, the supply environment is tightening. Industry hive numbers and inventory
levels have reduced, making reliable access to high-quality Mānuka honey increasingly
strategically important. This is a marked change from the oversupply of recent years.

Comvita enters this environment from a stronger position. We have normalised our own
inventory levels and established a stronger and more strategic approach to
procurement, production and supply planning.

Together, these changes reinforce the need for sharper market choices, stronger
brand and product differentiation, and the strategic allocation of our honey supply.

That changing environment is shaping where we will compete to win and where we will
direct our resources.

SLIDE 15 – DIFFERENT MARKETS REQUIRE DIFFERENT CHOICES
These category dynamics are not uniform. Conditions vary considerably by market,
channel and product, and these further highlight our focus on responding with greater
precision in where and how we invest.

We are not applying one global formula.

In North America, category momentum is strong and consumer penetration remains
relatively low. At the same time, e-commerce competition is intense and the business
has historically had exposure to individual customers and channels.

Our focus is therefore on broadening distribution, building consumer awareness and
developing a more diversified customer and channel base. Using proprietary, science
based, claims that set us apart from other brands will play an increasingly important
role.

In China, consumer demand is softer, consumers are increasingly value-conscious and
parts of the category are becoming more commoditised.

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Importantly, Comvita remains the number one Mānuka brand in China, with more than
50% market share. Our focus is on defending our premium leadership, improving our
channel mix and innovating in premium grades, formats and propositions that meet
evolving consumer needs. We must look hard at our route to market and adapt to
evolving consumer needs as they happen.

Across Asia and our other markets, conditions are uneven, but there continue to be
attractive premium wellness opportunities.

Here, our focus is on prioritising the markets with the strongest potential, strengthening
the effectiveness of our partners and improving channel economics.

We saw that work pay off last year in Singapore and Korea, where we optimised our
retail network, grew digital sales and expanded into other channels like travel retail. In
the Middle East, we formed a new strategic partnership with one of Saudi Arabia’s
leading pharmacy retailers.

The common test across all markets is that investment must create value. We will
invest hard where Comvita has a genuine opportunity to unlock credible, profitable
growth, and in doing so build a broader and more resilient earnings base.
Equally, we will look to exit channels where we don’t see sufficient value.

SLIDE 16 – WHY COMVITA CAN WIN
While the external environment is demanding, Comvita is now in a position of
considerable strength.

Comvita has a combination of assets and capabilities that can be leveraged for
competitive advantage and are difficult to replicate. And a premium positioned
brand that can sustain any potential increases in raw material pricing better than
most.

We have a trusted global brand, premium New Zealand provenance and established
leadership in Mānuka honey.

We have deep science, intellectual property and research capability, giving us the ability
to strengthen our differentiation and extend Mānuka into new benefits and formats.

We have an integrated supply model extending from forests and hives through to
finished products. This supports quality, traceability and reliable access to premium
honey.

And we have established market capability across China, North America and Asia, with
direct, retail, digital and partner-led routes to consumers.

Individually, these are significant strengths. Our opportunity is to bring them
together with real focus and intent and turn them into growth and profit.

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SLIDE 17 – FOUR PRIORITIES DRIVING PERFORMANCE
That brings me to the four priorities driving our work across the business.

The first is winning in priority markets and channels.
We are sharpening our priorities across markets, channels and customers, and
directing resources towards the opportunities capable of creating the greatest value.

As I have outlined, this does not mean pursuing growth everywhere. It means matching
our investment and approach to the role, opportunity and economics of each market.

The second is strengthening our brand and innovation.

We are making Comvita’s premium differentiation sharper and clearer in every market.
Our innovation will be increasingly consumer-led, science-backed and focused on the
needs of our priority markets and channels.

This includes making better use of our science and intellectual property and becoming
more effective at taking successful propositions across multiple markets.

The way consumers shop is also changing fast, with AI assistants now searching,
comparing and buying on their behalf. We are prioritising agentic commerce so that
Comvita is the Mānuka brand those assistants choose.

Comvita is well placed to capitalise on this shift. AI agents look for trusted, verifiable
information, and our UMF™ certification, accredited laboratory testing and traceability
from hive to shelf give us a genuine advantage over competitors. We are the only ones
in the entire sector that can lay claim to all these attributes that AI will assess.

The third is simplifying how we operate.

Our current operating model has not delivered the outcomes we want, so we are
changing it. We will need to be bold in our decisions to drive the outcomes we need.
Tweaks will simply not be enough.

We are stripping out complexity and duplication across our processes, systems and
cost base to lift productivity and support faster, better decisions.

This is not simply about cutting costs. It is about building a leaner, more scalable
Comvita with clearer accountability and stronger execution.

The fourth is optimising capital and supply.
We are applying more rigorous return thresholds to investment and aligning honey
procurement, production and inventory decisions more closely with forecast demand
and our risk profile.

The progress made in reducing inventory and restoring balance-sheet strength is now
embedded in how we manage the business, rather than a one-off reset.

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We can’t control every external condition, but we are not waiting for conditions to
improve. We are getting on with the work, and each of these priorities is about one
thing: growing Comvita profitably and increasing shareholder value.

SLIDE 18 – TURNING OUR PRIORITIES INTO ACTION
Let me give you a few examples of what that work looks like on the ground.

We would like to share more, but we operate in a highly competitive industry, and some
of our most important work needs to stay confidential until it is in market.

One example is Lepteridine™. This is proprietary Comvita gut health science claim
that sets us apart from all our competitors. We're working on how we can use it to
create differentiated consumer propositions around Mānuka honey and have already
shown that this resonates with our North American consumers. No other Mānuka brand
has a proprietary science based “supports gut health” claim in the largest manuka
honey market in the world, the USA. Now we are taking those learnings and rolling them
out around the world. It is a good example of taking a scientific asset we have created
and turning it into commercial value.

We’re also looking at emerging global health trends, including the rapid growth of GLP-1
medicines and the increased focus they are creating around gut and metabolic health.
These are areas where our science and natural health products may have a relevant role
to play.

Another is inventory. We ended the FY25 year with $89m in inventory. We closed
the FY26 year with $79.9m. That is real cash that was sitting in our warehouse.
Inventory days on hand are now back within our target range, with better alignment
between the honey we buy, what we manufacture and what our customers need.

That might not sound particularly exciting, but after the last few years, I can assure you
we get quite excited about having the right amount of honey in the right place at the right
time.

We are starting to see some exciting opportunities emerge from our relationship
with F&N. Our teams are already working together on practical opportunities across
areas such as distribution and innovation. It is still early days, but there is real potential
in what the two organisations can do together and a clear positive intent to deliver
mutually beneficial outcomes.

We are also proud of the progress we have made in staff engagement this year. Our
employee net promoter score improved from -1.1 in FY25 to 0.9 in FY26. That is
encouraging progress, although we know there is more to do.

We are also investing in our people and building capability for the future, including
reintroducing beekeeping and other apprenticeship opportunities that give our people
the chance to develop practical skills and build careers within Comvita.

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And finally, there are products like the one we're about to share with you.

SLIDE 19 – PURE MĀNUKA HONEY LOZENGES
Our 100% Mānuka Honey Lozenges have been one of our most successful new
products. They’re a simple example of taking something Comvita is very good at,
Mānuka honey, and putting it into a format that is convenient and relevant for
consumers.

So rather than just talk about them, we're going to pass some around the room.
Apologies to those of you online – but you can find these on comvita.com as well! Feel
free to share their goodness with the world.

We have a pure Manuka honey and a Blackcurrant lozenge for you to try today. Please
do try one. With some formal business still ahead of us this afternoon, they should help
keep you going through the rest of the meeting. These are just a few examples – there is
more to come, with new products, partnerships and market opportunities in
development. We look forward to sharing when we are able.

SLIDE 20 – POSITIVE START TO FY27 TRADING
I’ll finish with the outlook.

Three months into FY27 – after the first quarter - trading is in line with internal targets.

We are in a strong financial position. Group sales for the first quarter are up on the prior
year, and excluding foreign exchange impacts, profitability is in line with the prior year.
This is being achieved while we progress a significant programme of change across the
business. Premium pricing, tight cost control and foreign exchange tailwinds are all
helping to offset pressure on honey pricing.

We are looking to provide FY27 guidance ahead of, or with, our half-year results
announcement in February, and I want to be clear about why we are not providing it
sooner.

Shareholders have told us plainly that this business needs to change materially. We
agree. As already mentioned, over the coming months we are making significant
decisions on our markets, our channels and our operating model - decisions that will
reshape Comvita’s earnings.

It is right that our guidance reflects those decisions, rather than comes ahead of them.

By the half year, we will also have much clearer visibility of the external factors that
influence earnings, including conditions in our key markets, foreign exchange,
geopolitical developments and the Mānuka honey season. We are watching these
closely, and our balance sheet gives us the flexibility to respond early as conditions
evolve.

14

On dividends, our position follows directly from our strategy. We raised capital to reset
the balance sheet and fund the changes that will rebuild earnings, and that is what we
are using it for. At this stage, we do not expect to pay a dividend in respect of FY27.

Dividends will return when earnings, cash generation and the balance sheet support a
sustainable dividend, and the emphasis is on sustainable.

Our ambition for this business is big, and we are moving at pace to deliver it. We will
take the quick wins as they come, but our real focus is long-term, sustainable growth,
and that will take time to translate into shareholder returns.

Ultimately, our job is to turn this work into stronger financial performance, and that is
what my team and I are accountable for. We have already changed our ways of working
significantly over the past year. We are pursuing continued improvements with rigour
and urgency, and I look forward to updating you on our progress as we evolve and reset
our operating model.

On that note I will now hand back to Bridget to move into the formal business of the
meeting.

Bridget.

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CHAIR RESUMES FOR FORMALITIES, QUESTIONS AND OTHER
BUSINESS
Bridget Coates

SLIDES 21 TO 43 – FORMAL BUSINESS

SLIDE 44 – GENERAL BUSINESS AND Q&A SESSION

SLIDE 45 MEETING CLOSE
As we look beyond today, our focus is firmly on the future. Comvita is a highly
prospective company, with strong foundations and a great deal of potential. We have
made important progress over the past year, and our priority now is to build on that
momentum: driving growth, improving performance and creating increased value for
our shareholders.

We now look forward to moving ahead with a clear sense of purpose. Our shareholders
have had the chance today to express their wishes with respect to Board composition,
and the voice of our shareholders has been heard – we will now have a Board with a
strong and unequivocal mandate from our shareholders for the future.

You can be confident that your Board comprises highly credible and committed leaders
who will carry Comvita forward with real ambition, pace and determination.

In conclusion then, I would like to thank my fellow directors, Karl and his leadership
team, and all of our people around the world, for their commitment and contribution.
And, importantly, thank you to our shareholders for your continued support and belief in
Comvita and its future.

I now declare the meeting closed and would ask Nikki to end with a closing karakia.

Thank you and nga mihi nui.

SLIDE 46 – CLOSING KARAKIA

ENDS