Scheme of Arrangement – Further update on Voting

Following the update provided on 11 November 2025, Comvita Limited (NZX: CVT) today provides a further update on voting progress for the proposed Scheme of Arrangement (Scheme) with Florenz Limited.

Update on voting progress
As at 5.00pm 11 November, 610 shareholders had lodged proxy instructions or postal/electronic votes, representing an aggregate of 61% of the 70.6 million votes exercisable by Comvita shareholders.

Votes: For
% of votes cast: 55.5%
% of total voting rights: 33.8%

Votes: Against
% of votes cast: 42.3%
% of total voting rights: 25.8%

Votes: Discretionary
% of votes cast: 2.2%
% of total voting rights: 1.4%

To be approved, the Scheme must satisfy both of the following thresholds: at least 75% of votes cast by shareholders in each interest class who actually vote must be in favour of the Scheme resolution; and more than 50% of the total votes attached to all Comvita shares that can be cast (whether or not actually cast) must be in favour of the Scheme resolution.

Based on these numbers, the Scheme Resolution would not pass, as greater than 25% of all shares have been voted, or are directed, against the Scheme Resolution.

It is important to note that these votes and directions remain subject to change by shareholders up until, and at, the Scheme Meeting this Friday, 14 November 2025, at 2.00pm.

Until the process is formally concluded, Comvita urges shareholders and the market to note that the final outcome remains subject to completion of the voting process and Court approval.

Voting information
Voting for the Scheme closes at 2.00pm (NZT) today, Wednesday, 12 November 2025, for shareholders voting online, by email, or by post.

Shareholders may also vote online or in person at the Scheme Meeting, to be held at 2.00pm (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.

Scheme Meeting details
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, and online via MPMS’ virtual meeting platform at www.virtualmeeting.co.nz/cvtsm25.

For further information, including the Scheme Booklet and voting instructions, please visit the Scheme website (https://comvita.co.nz/pages/scheme-implementation-agreement).

ENDS

For further information:
Bridget Coates | Comvita
[email protected]

Media contact
Kate Walsh
021 858 619
[email protected]

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.

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Announcement PDF