Scheme Update – Correction to Florenz Disclosure
07/11/2025 12:11 NZDT, TRANSACT
Comvita Limited (NZX: CVT) refers to the Scheme Booklet issued on 15 October 2025 in relation to the proposed Scheme of Arrangement pursuant to which Florenz Limited (“Florenz”), subject to the satisfaction of certain conditions, would acquire all shares in Comvita for NZ$0.80 per share in cash.
Corrected Disclosure re Florenz Associates
Comvita wishes to correct a disclosure made in the Scheme Booklet relating to the shares held or controlled by Mark Francis Sadd.
Comvita was recently advised that the disclosure of equity securities held or controlled by Mark Sadd, a person acting jointly or in concert with Florenz, should have been 44,645 ordinary shares (representing 0.06%) rather than 24,972 ordinary shares (representing 0.04%) as stated on page 33 of the Scheme Booklet.
All shares held by Mark Sadd are subject to the Individual Voting Deed Poll signed by him. A description of that Voting Deed Poll is set out on page 33 of the Scheme Booklet but, in summary, it requires Mark Sadd to cast all of the votes attached to the relevant shares in favour of the proposed Scheme of Arrangement and to not dispose of those shares.
Voting Reminder
The outcome of the proposed Scheme is for shareholders to determine, and the Board urges all shareholders to take part in the vote.
In the absence of a Superior Proposal, the Board continues to unanimously recommend that you vote in favour of the Scheme.
Shareholders can cast their votes ahead of the Scheme Meeting either online, by email, or by post, no later than 2.00pm on Wednesday 12th November 2025. Alternatively, Shareholders can vote online or in-person at the Scheme Meeting.
The Scheme Booklet and Independent Adviser’s Report, together with a personalised Voting/Proxy Form, was emailed to shareholders registered for electronic communications on 15th October 2025. Hard copies have been distributed by post.
Any shareholder who has already cast a postal vote, or who has already directed a proxy in respect of their vote, can change that vote or direction by either:
• attending the meeting (either virtually or in person) and voting as they wish; or
• submitting a new vote or proxy direction in the same manner as casting their original vote or issuing their original proxy direction.
For further information, including instructions on how to vote, please visit the Scheme website HERE.
Scheme Meeting
The Scheme Meeting will be held at 2:00 pm (NZT) on Friday, 14 November 2025, both in person at MUFG Pension & Market Services (MPMS), Level 30, PwC Tower, 15 Customs Street West, Auckland, New Zealand and via MPMS' virtual meeting platform at www.virtualmeeting.co.nz/cvtsm25.
ENDS
For further information:
Bridget Coates | Comvita
bridget.coates@comvita.com
Media contact
Kate Walsh
021 858 619
kate@katewalsh.co.nz
Background information
Comvita (NZX:CVT) was founded in 1974/5, with a purpose to heal and protect the world through the natural power of the hive. With a team of 400+ people globally, united with more than 1.6 billion bees, we are the global market leader in Mānuka honey and bee consumer goods. Seeking to understand, but never to alter, we test and verify all our bee-product ingredients are of the highest quality in our own government-recognised and accredited laboratory. We are growing scientific knowledge on Mānuka trees, the many benefits of Mānuka honey and propolis and bee welfare. We have planted millions of native trees, improving our natural ecosystems and biodiversity, and mitigating climate change in conjunction with our focus on carbon emissions reduction, while helping ensure the supply of high quality Mānuka honey. In 2023 Comvita was certified B Corp, a global community of like-minded companies that strive to balance profit with purpose, seeking to use business as a force for good. Comvita has operations in Australia, China, North America, Southeast Asia, and Europe – and of course, Aotearoa New Zealand, where our bees are thriving.