Scheme of Arrangement – Update on Voting
11/11/2025 10:52 NZDT, TRANSACTP
Comvita Limited (NZX: CVT) wishes to update shareholders on voting progress and to remind all shareholders of the importance of lodging their vote on the proposed Scheme of Arrangement with Florenz Limited.
Your action is required
Your vote is important, regardless of how many Comvita Shares you own.
Shareholders should carefully consider the detailed information provided in the Scheme Booklet, including the Directors’ Recommendation and the Independent Adviser’s Report on the merits of the Scheme.
To approve the Scheme, it is necessary that both of the following voting thresholds are met:
• at least 75% of the votes cast by the Shareholders in each interest class who are entitled to vote and who actually vote, must be in favour of the Scheme resolution*; and
• more than 50% of the total number of votes attached to all of the Comvita Shares that are able to be cast (whether or not actually cast), must be in favour of the Scheme resolution.
If either of these thresholds are not met, the Scheme will not proceed. It is therefore very important that all shareholders exercise their right to vote on this transaction.
To date, no Superior Proposal has been received. In the absence of a Superior Proposal, the Comvita Board continues to unanimously recommend that shareholders vote in favour of the Scheme.
Update on voting progress
As at 5.00pm 10 November, 516 shareholders had lodged proxy instructions or postal/electronic votes, representing an aggregate of 49.7% of the 70.6 million votes exercisable by Comvita shareholders.
Votes: For
% of votes cast: 55.9%
% of total voting rights: 27.8%
Votes: Against
% of votes cast: 40.7%
% of total voting rights: 20.2%
Votes: Discretionary
% of votes cast: 3.4%
% of total voting rights: 1.7%
Voting information
Shareholders can vote ahead of the Scheme Meeting online, by email, or by post no later than 2.00 pm (NZT) on Wednesday, 12 November 2025.
Alternatively, shareholders may vote online or in person at the Scheme Meeting to be held at 2.00 pm (NZT) on Friday, 14 November 2025.
Shareholders who have already lodged a postal vote or directed a proxy may change their vote or direction by:
• attending the Scheme Meeting (virtually or in person) and voting as they wish; or
• submitting a new vote or proxy direction using the same method as their original submission.
For further information, including the Scheme Booklet and voting instructions, please visit the Scheme website (https://comvita.co.nz/pages/scheme-implementation-agreement).
Scheme Meeting
The Scheme Meeting will be held at 2.00pm (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.
* As at the date of this announcement, there are two interest classes (comprising Florenz and its associates in one interest class, and all other shareholders in the second interest class). More information on the interest classes is set out in section 3.13 of the Scheme Booklet.
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 500+ people globally, united with more than 1.6 billion bees, we are the global market leader in Mānuka honey and bee consumer goods. Seeking to understand, but never to alter, we test and verify all our bee-product ingredients are of the highest quality in our own government-recognised and accredited laboratory. We are growing scientific knowledge on Manuka trees, the many benefits of Mānuka honey and propolis and bee welfare. We have planted millions of native trees, improving our natural ecosystems and biodiversity, and mitigating climate change in conjunction with our focus on carbon emissions reduction, while helping ensure the supply of high quality Mānuka honey. In 2023 Comvita was certified B Corp, a global community of like-minded companies that strive to balance profit with purpose, seeking to use business as a force for good. Comvita has operations in Australia, China, North America, Southeast Asia, and Europe – and of course, Aotearoa New Zealand, where our bees are thriving.