Comvita Limited (NZE:CVT)
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Apr 29, 2026, 4:01 PM NZST
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AGM 2025

Dec 17, 2025

Bridget Coates
Chair, Comvita

Good afternoon. There are still seats available. If you'd like to come forward. If there are people still standing, we can bring more seats. Thanks. Hi, Brett. Chris, there's a couple of seats up here if you want to. Are we a bit short of seats? Should we bring some more?

Brett Hewlett
Former Acting CEO, Comvita

There's three up here.

Bridget Coates
Chair, Comvita

There's three. There's three here. Yeah, thank you. Excellent. Kia ora koutou katoa. Good afternoon, and thank you for joining us here today, here at the Papamoa Surf Club with this unbelievable, beautiful environment and beautiful day for us, and also online. I am Bridget Coates, Chair of the Comvita Board. I would like to ask Nikki Reedy, who is Comvita's Customer Experience Manager, to come forward and open our meeting with a karakia. Thank you, Nikki.

Nikki Reedy
Customer Experience Manager, Comvita

[Foreign language] Comvita. Welcome to the Comvita Annual Shareholders Meeting. [F oreign language] . So that we can set the tone for a meaningful hui, can we please stand if you can so we can open with a karakia? [Foreign language]

Brett Hewlett
Former Acting CEO, Comvita

Over to you, Bridget.

Nikki Reedy
Customer Experience Manager, Comvita

[Foreign language]

Bridget Coates
Chair, Comvita

Thank you, Nikki. I'd like to welcome you all to our 2025 Annual Shareholders Meeting, and this is my second meeting as Chair. The Board and I are pleased to be having this meeting today in the Bay of Plenty, where Comvita has its roots and where so many of our people live and work. Before we start, some housekeeping, please.

For those in the room, could I ask you to put your phone on silent? Toilet facilities are located near the entrance you came through and to the left. If a fire alarm goes off, the main exits are marked by the green running man symbol, and please exit and convene on the grass area outside at the front of the venue. Please follow other directions from the managers of the facility.

Comvita's Board of Directors include Mike Sang, who's Chair of our Audit and Risk Committee, Bob Major, Chair of our Safety and Performance Committee, Yawen Wu, a representative of China Resources, and Zhu Guangping, our major shareholder. I am today joined by my fellow directors, Mike and Bob, and by members of the senior leadership team, including our Chief Executive Karl Gradon, and our recently appointed Chief Financial Officer Mandy Tomkins-Dancey .

Yawen Wu and Mr. Zhu have provided their apologies for this meeting, and Alfred Luk is attending online from China on behalf of Yawen. I'd also like to welcome Glenn Keaney from KPMG and Andrew Matthews from Simpson Grierson, Comvita's legal advisors, who both join us here today, and to the team from the share registrar, MUFG Pension and Market Services, both here and outside.

MUFG will help conduct the voting on the formal business, which comes up later in the meeting, and will also act as scrutineer for the votes that you will cast. So today's meeting is a hybrid meeting, which is being held both in person in the room and online through MUFG's online meeting platform. We will use some slides during the meeting.

The Chair's address, the CEO's addresses, and the slides have been posted on the NZX and on comvita.com.nz, comvita.co.nz, but in the investor section prior to this meeting, so you can refer to them afterwards if you'd like to do so.

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 through the meeting, and they will be addressed in the Q&A section. Click on the Ask a Question box at the top or bottom of the web page and enter your shareholder or proxy holder number to validate yourself. Type your question and click Submit. I'd encourage you to submit questions as early as possible.

If we receive multiple questions on any topic, they may be amalgamated together. And given the time frame, there may be questions not answered in time, and so we will undertake to provide an email response to you 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 online and submit into your shareholder or proxy holder number. After completing your selection, click Submit Vote at the bottom of the electronic card.

You can change your vote up to the time that the meeting closes. More information on how to vote online is contained in the Virtual Meeting Guide, which is available on the platform, or alternatively, you can call the helpline on 0800 200 220. If you are an eligible shareholder or proxy holder attending in person, you should have received a voting card when you registered.

When it's time to vote, would you 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 questions, please would you make your way to the registration desk, which is just outside the room, and you can get a voting card there.

The Company Secretary has confirmed to me that the notice of meeting has been duly sent to shareholders and all persons entitled to have it. The financial statements for the year are ending 30th of June 2025, and the auditor's report for the period are available on the Investor Centre on our website. The financial statements were made available on our website on 29th of August, on the same date that we announced our annual results, and an annual report was made available to you on the 18th of September.

Hard copies are available of these documents through MUFG Pension and Market Services or by contacting our Customer Experience Team on 0800 504 959 if you would like to obtain those copies. I have been told that we have a quorum, and given that the time has now passed 2:00 P.M., I now declare this Annual Shareholders Meeting open.

Proxies have been appointed for the purposes of this meeting in respect to approximately 32 million shares, representing over 45% of the number of shares on issue. Now to the agenda for today's meeting. Over recent months, shareholders have received a significant amount of information about the company through the scheme process and through related disclosures.

Because of that level of detail, this meeting is an opportunity to provide an update to that information on the areas that we know, of areas of focus that we know are really important to our shareholders. The Board is firmly focused on the future of the company, on stabilization, on recapitalization, and on returning to sustainable profitability and rebuilding long-term shareholder value. That is where our time and energy and focus is being directed, and those are the parameters of today's meeting.

My address today will focus, therefore, on progress against the strategic reset, the recapitalization pathway, our current trading position, and the Board's priorities for the period ahead. I'll then introduce you to the leadership team, who will provide an operational and financial update, an overview of the dynamics in each of our major markets, and share with you our refined strategy and new growth initiatives underway.

This will include an update from Rommel Irwan, our Head of Market in Southeast Asia and the Middle East. It's great to have Rommel here in New Zealand for our shareholders' meeting, and I'm really looking forward to hearing from Rommel today.

We will then conduct the formal part of the meeting, which is discussion of the annual report and financial statements, consideration of the ordinary resolutions relating to the approval of the remuneration of the auditors, director elections, and before we finish with time for your questions and general business. There will be an opportunity for questions under each of these headings at each of these items of business, and we would ask you to hold your questions until the appropriate time, and I will invite you to submit the questions at that time.

Before we turn to the reset strategy, the recapitalization process, and current trading performance, I would really like to thank shareholders for their engagement and continued belief in this very special company and brand. It's been a sustained period of enormous challenge for our company.

We recognize the impact that this has had on you as shareholders, and we do appreciate the constructive dialogue that so many of you have maintained with us during this very difficult period. The company is at a critical inflection point. Over the long term, Comvita has delivered revenue growth with the natural variability that one would expect in an agricultural business.

However, that revenue growth has not translated over the years into acceptable or consistent profit. And despite the strength of our brand and its market-leading position, the business has not fully captured the opportunities available to it in terms of its market share, its price realization, the value of its brand, and the operating performance that we should have been able to expect. So closing the gap between growth and sustainable returns, which has persisted over a number of years, has required decisive action by the Board.

Two years ago, in the face of increasing debt and prolonged underperformance, we commenced a strategic review of the underlying issues that were constraining our performance and placing unsustainable pressure on our balance sheet. Three core areas of improvement were identified. The first is capital allocation. The company had made a number of strategic investments that did not meet return expectations. In several cases, capital was committed without sufficient commercial rigor or market insight, resulting in outcomes that did not deliver full value for shareholders.

The second is inventory management. Forecasting and market insight were not sufficiently robust, and the company entered a period of declining prices while we were holding excess inventory. As you all know, in agricultural businesses, that is a very, very difficult situation to be in, created an unacceptable inventory build-up, tied up our capital, and placed enormous pressure on our margins.

The third event that was identified as a core area for improvement is our fixed operating leverage and balance sheet exposure. The company carried a historically high cost base and an over-leveraged balance sheet. When market conditions weakened, especially in China, this left earnings and liquidity exposed, and ultimately, we required covenant waivers from our banking syndicate.

Alongside these financial and structural pressures, the sector itself, as you will know from the announcements that we have made on this topic, the sector was changing at pace, and the company found itself not well positioned to keep up with those changes, so a reset strategy was implemented with urgency, and we are pleased, we are very pleased with the progress to date that we are achieving.

Although the operating environment does remain challenging, the company has made significant progress through financial year 2025 and into financial year 2026 in strengthening its underlying position. I'd like to give you a few points to demonstrate this. Inventory has reduced by NZD 46.8 million in FY 20

25 compared to FY 2024. While inventory reduced by this amount, we are still seeing our cost per kilogram of raw honey at elevated levels, so there is further work to do on bringing those numbers, bringing our holding costs down. NZD 12.6 million of cost reductions were delivered in FY 2025, with a full annualized saving built into the FY 2026 forecast.

Net debt reduced by NZD 17.4 million between FY 2025 compared to FY 2024, with further deleveraging expected in the period now through to 31st of December at 2025. On the operating side, distribution models and sales channels have been greatly simplified.

Our internal controls and reporting structures have been strengthened, and our leadership capability has been strengthened across the business, and we'll come back to that point shortly. The actions to date have delivered meaningful progress. They've laid the foundations for continued performance improvement, a more resilient platform for FY 2026, and a stronger base for recapitalizing the business and for recovery.

I will now turn to the recapitalization process, which remains the most critical focus for the Board. While the reset program is delivering tangible results, this is not and will not be enough to place the company into a sustainable financial position. As shareholders are aware, the Board completed an extensive assessment of the capital options available to Comvita, which was supported by our independent advisors.

Based on the company's position at that time and a share price in the range of NZD 0.47-NZD 0.52, it was the Board's responsibility to put the NZD 0.80 offer from Florence to our shareholders for consideration. Taking this step also importantly enabled us to secure continued support from our banking syndicate to progress the reset while this proposal was being considered.

Shareholders reached different conclusions on this proposal. Many saw it as an attractive option in the circumstances based on their liquidity needs and their risk preferences. Others, including many long-standing shareholders and supporters of the company, formed a different point of view. The Board respects everybody's point of view in this regard and has full respect for both points of view. While more than half of the votes cast were in favor, the scheme did not meet the statutory thresholds required for approval, as you all know.

Importantly, the work undertaken through that period alongside the continued progress regarding the operational reset that I had referred to before has strengthened the company's position for the next steps. The independent advisors' report provided us shareholders with a comprehensive and transparent assessment of Comvita's position and outlook, and it remains a very valuable reference point as we move forward.

It is a very good document, a very thorough document, and it does have a lot of information in it as we consider our next steps. A significant amount of analysis was completed as part of the strategic review, and a broad set of capital options was explored. And because we did that work, the recapitalization process that we are now pursuing is able to proceed very quickly with greater clarity and pace than might have been otherwise possible.

As we announced on NZX on Friday, the 12th of December, which was a week ago essentially, we are pleased to have reached agreement with our lending syndicate to support this recapitalization process, including extensions to our banking facilities that were scheduled to mature in January and in March.

These facilities have been extended into April 2026, and the lenders have provided additional covenant accommodations for us through the 31st of March 2026 testing date. These steps provide the time required that we require to complete the recapitalization work. We remain in close and constructive contact with our lending syndicate.

Stability has been very, very important to reaching this point. The progress we are now making operationally and with our lenders has been achieved through sustained effort and disciplined execution over a difficult period. That stability remains critical for our people, for our partners, and for our banking syndicate, whose continued support is fundamental for the company's future.

The Board has a clear preference for a recapitalization approach which seeks to provide existing shareholders with an opportunity to support the company while also minimizing dilution. Since the scheme vote, we have received significant expressions of interest from both existing shareholders and from new parties. This has greatly expanded the range of potential options that are available to the company.

The Board and management are now engaged in detailed discussions with several parties as we work through the structure of the recapitalization, and this does include options for replacements at above the current market price. These discussions are continuing and remain subject to further evaluation with no certainty, of course, as to outcome at this stage.

With regard to timing, we anticipate investors will want to understand the first half trading prior to participating in any capital raise. We anticipate the first half trading, which clearly finishes on 31st of December. The results for that will be available in the second half of February.

The final outcome will depend on continued trading performance, as it always does, and completion of the discussions that we're having with a range of parties, as I just said. All the work is being progressed through a disciplined, structured, and well-governed process with the objective of maximizing shareholder value for all shareholders.

We will continue to update you shareholders in line with our continuous disclosure obligations. In particular, I want to acknowledge the very constructive and helpful approaches we have received from both existing shareholders and potential new shareholders who have expressed interest in supporting our recapitalization process.

This reflects a very strong belief in Comvita and its potential under the right capital structure, and we are very, very grateful to those people who have come forward in that regard with ideas and proposals of capital to support the company. Turning now to current trading, Karl will speak more broadly about this, but in line with the market update released on 23rd of October, Comvita continues to trade ahead of forecast.

Our FY 2026 full-year earnings outlook remains consistent with that presented in the independent advisors' report, which is included in your scheme booklet. These forecasts include normalized EBIT before IFRS 16 of NZD 13.5 million. Normalized EBIT pre-IFRS 16 is earnings before interest and tax, normalized for Project Flourish and transformation expenses of NZD 1.3 million, and before applying NZ IFRS 16 leases.

This is a non-GAAP measure which was used by the independent valuer as part of the scheme booklet to assist shareholders with understanding the underlying performance of Comvita. Continued inventory management is supporting further deleveraging. Based on current trading, the Board remains confident in the company's return to profitability in FY 2026.

This guidance remains subject to successful trading execution and market conditions across the balance of the year. We still have six months to go, where earnings are weighted towards major sales events throughout the year and with a number of those in the second half. Karl and Mandy are going to speak in more detail about the operational drivers behind this performance. So, in sum, the Board's priorities for the period are very clear.

First, a successful recapitalization, establishing a sustainable capital structure and lending arrangements that allow the company to go forward. As I said, we are pleased with the progress we're making on that regard. We must have continued focus on execution, including capital discipline, operational optimization, and inventory management.

We will continue to refine strategies that build long-term operational resilience, improve competitiveness, and support sustainable growth. We will empower our capable and high-performing leadership team to deliver on our strategy. We will maintain strong governance oversight of disciplined execution, cost control, and financial resilience, and over time, we will rebuild your confidence, investor confidence, through our transparency, our consistent delivery, and improved returns.

A further priority for the Board is enhancing the Board itself to ensure the availability of the capability and experience required to deliver on the next phase of Comvita's recovery. Over the coming year, the Board will continue to strengthen the depth and breadth of competencies most relevant to the complex and evolving environment we are operating in, including FMCG brand experience and key global markets and experience in operational excellence.

As part of this process, we have a strong list of candidates under active assessment, and the company's improving performance allows us to accelerate those conversations and move decisively. Before I close, I just want to speak briefly to the new leadership of the company because it is one of the, if not the most important driver of Comvita's improved position and future performance.

A central focus of the reset has been ensuring Comvita has the capability, clarity, and leadership strength required for the environment we're operating in. Karl, our new CEO, brings deep sector understanding, commercial discipline, and a decisive approach to execution.

He has stepped into the role at a pivotal moment for the company and has already brought a level of focus, pace, and alignment that is making a meaningful difference. Mandy, our new CFO, brings strong financial expertise, capital markets experience, and the proven ability to navigate complex financial settings.

Her leadership is essential as we progress the recapitalization process and we strengthen the financial foundations of the business. Together, they lead a capable and aligned executive team, many of whom are here today, and I do hope you get a chance to speak with them. They are the right leaders for this moment, and they are the right leaders for the next phase of the company. Their experience, judgment, and ability to operate under pressure gives the Board a lot of confidence in the next steps.

The challenges we face are real, but so is the progress that we are making, and so are the opportunities ahead. With this leadership team now in place, Comvita is better positioned to compete, to execute, and to begin to grow again. It's now my pleasure to hand over to you, Karl. Thank you. Thank you. Kia ora tatau.

Karl Gradon
CEO, Comvita

Thank you, Bridget. Thank you very much. It is an absolute pleasure to be standing here today, a little over four months into my time in this role, and to share the progress we're making to turn this business around. My focus has been on understanding the realities of the business and setting clear priorities and performance expectations across the board and ensuring that our global teams are aligned to these. I've made five trips to China, USA, Singapore, meeting with our teams, partners, and customers.

With more of our people based offshore than in New Zealand, being in market and listening to their needs is essential for my role. Many hard decisions and early progress has already been made before I joined Comvita. This business is in a very different place to what we were just a year ago, and even more since June, since we started in this financial year.

My key observation is that we were probably trying to do too much. We needed to sharpen our commercial focus and strengthen our execution through improved capability and accountabilities. We have not embarked on a large number of new initiatives yet. Instead, we've deliberately stopped doing things that were not adding value and have become far more focused on moving forward at pace with clear measure of action.

What is clear to me is that the business does not find itself in this position overnight. It reflects decisions that have been made and circumstances that have accumulated over many years. Looking forward, however, is how we are going to win again. Ongoing noise and speculation or distraction does not serve in the long-term interests of the business, and certainly not of my team.

I want to acknowledge the Board for stepping up, stepping forward, and facing the challenges and maintaining their commitment through what has been an exceptionally demanding period for the company. I also want to recognize our global teams for their unwavering focus, their really hard work and commitment, and delivering against our 2026 objectives.

We have now engaged a dedicated specialist resource to support the refinancing process so that our core leadership team can remain focused on running and improving our business. We do not need additional distractions. Also, and very importantly, given our trading history, I want to express my absolute appreciation to our banking partners for giving us time to address our balance sheet issues and to you, our shareholders, for your continued belief and faith in Comvita. Thank you very much.

I'd like to introduce you to what I consider to be a world-class team. A priority area for me has been ensuring we have a stable and capable leadership team to help navigate our current situation and reset the business for growth. Joining Mandy and I on the leadership team are Dr. Jackie Evans, our Chief Science Officer, and Ben Duncan, who is unfortunately not here today, our Chief Operating Officer. Monica Yiannakis has continued in her role as our Chief Marketing Officer.

Nicola Leske has been appointed to our Chief People and Culture Officer, and Erin Swanson continues in her role as Head of Sustainability and Strategic Projects. It is wonderful to have such a talented and globally experienced team supporting the business as we move forward. I want to repeat the clear points that I made at our investor presentation in August on the day of our 2025 results. The leadership team and I have a very clear mandate.

We need to fix what is not working at Comvita, protect what is strong, and lift our performance. We must not lose sight of our strengths. Comvita is the global number one mānuka brand, and we have the most extensive distribution reach in the category, particularly in our key markets across Asia. Our scientific capability, product quality, and provenance set us apart. And as I've already noted, we have a fantastic team.

Our challenges are now well understood. We have not adapted fast enough to the shifts in the market and industry dynamics, and this has impacted our competitive position and our financial performance. Bridget has highlighted the historical cost base and the need for continued operational improvements to increase efficiency and competitiveness.

We also need to improve our execution, strengthen productivity through standardized processes and systems, and sharpen our global focus and alignment of our global teams. We need to deliver on our 2026 priorities. The results are what will improve and maintain the support and trust of our shareholders. We still have lots of work to do ahead of us, but disciplined execution is now translating into measurable results. Building on the progress made in FY25, we are on track to deliver against our FY26 priorities.

Mandy will speak in more detail about our current financial performance and outlook, but revenue and profit are currently on target, supported by a more assertive sales strategy and significant volume gains through new club retail partnerships. Gross margin recovery is on track, and our gross margin percentage, when you exclude our club retail positions, is significantly higher than previous years.

We are also actively diversifying our customer risk profile. We are making progress in strengthening our brand consistency and innovation and in improving our global alignment around commercial prioritization. While substantial cost savings and efficiency improvements have already flowed into the FY 2026 forecast, we know there is still further work to do. We need to lift our competitiveness and our operational discipline.

Our historically high inventory levels have been our Achilles heel for several reasons. We are now moving into a much more balanced position. The sell-down has required sustained effort over an extended period while maintaining margin protection and brand integrity. No small task. Looking ahead, disciplined capital deployment remains a core focus, particularly as we continue to manage inventory settings and support the balance sheet.

A key factor for my joining Comvita was the strength of our value chain. In my view, there is no stronger value chain in our sector. From superior supply to brand strength to the depth and reach of our distribution, this is why we will win. We must continue to improve as in fully leveraging all of those competitive advantages and executing consistently to win in market.

On the supply side, our superior mānuka cultivars developed over many years and planted across our owned and managed forests are now over-indexing in production of the highest quality, high efficiency, high efficacy mānuka honey that consumers are increasingly seeking.

Our supply risk is mitigated through geographic diversification and a balanced mix of internal and external supply. And our production facility at Paengaroa, supported by our on-site laboratory, which is unique globally, ensures we deliver the highest quality, most tested honey in the market. We often reference our position as the global number one mānuka brand, but what matters the most is how we show up for our consumers.

Our premium brand positioning across the eastern and western markets is underpinned by scientific research that validates efficacy. Our own retail and direct-to-consumer channels deepen consumer understanding, insights, and consumer engagement. And our broad product portfolio, backed by leading innovation and multi-channel distribution, particularly across Asia, positions us to meet the needs of consumers wherever they are. And we'll hear a little bit about that from Rommel shortly.

From 2022 to 2025, our global distribution points, excluding U.K. and Europe, grew from approximately 2,400 to 7,900. Comvita-branded standalone stores and store-in-stores in Asia grew from 169 to 202 stores, or 20% increase. We continue to look at how we optimize our own store network, considering the branding role of those stores and, of course, the profitability across that network of different stores. We are seeing some early signs of stabilization in China.

However, this is a region where we expect recovery to be slow and uneven. Importantly, Comvita has retained its number one brand position and remains the leader in online sales. Key priorities have been delivered, including bringing e-commerce management back under direct Comvita leadership and control and exiting several underperforming distribution agreements.

Oversupply, softer demand, and heightened competition, particularly in the lower UMF grades and digital channels, continue to put pressure across the entire sector on volumes and margins. However, we see meaningful opportunities to stabilize and improve performance in this region. These include the volume potential in large-scale retail and online channels, growth in our premium UMF positioning, and innovation beyond honey in a jar.

North America is the fastest-growing mānuka honey market and is a must-win for Comvita. The volume growth delivered through our new club retail partnerships has delivered multiple benefits, and we've seen very good growth in the natural retail channel as well. We have simplified our product range and our business model and are now much more focused on truly commercial outcomes.

We have more work to do with intensifying channels, especially in our online channels such as Amazon, and we need to lift our capability and performance to cut through the noise. There are also opportunities in other large-format retailers and in new product formats. Diversifying our customer base and accelerating our penetration in online retail remains our key priority. Investing into education in North America with our science-led innovation is one of our key initiatives.

Across Australia, New Zealand, Southeast Asia, Europe, U.K., and the Middle East, we are seeing a mixed picture, with intensifying competition a consistent theme. Rommel will speak shortly to our strong progress in Singapore and the broader Southeast Asian market, where retail optimization and brand work are driving real growth and opening pathways across the wider region.

In ANZ, performance is improving, supported by an earlier-than-expected recovery in the Asian Health, or daigou, channel, and we are also starting to see positive signs from tourism, though spending patterns remain well below pre-COVID levels. In the UK and Europe, the transition to a distributor model is now delivering better-than-expected margin benefits as the cost base reduces.

Across these markets, key opportunities include expanding distribution in Southeast Asia and the Middle East, optimizing our Singapore store footprint, and improving our ANZ performance through margin management and global pricing alignment. Having a capable and high-performing global team is critical to enable Comvita's future success.

I've already mentioned our focus on building depth in our leadership team, and we are also working to ensure we have great consumer and customer-facing teams in our global markets. As I said, there are more people based offshore than inshore.

I am pleased to share that despite all of our uncertainties, challenges, and distractions, we have seen a significant improvement in our employee net promoter scores since May 2025. We know we have significant more work to do in this area, however. We want all of our team to return home safely every day. This is an unwavering priority and commitment to our team globally, from apiaries to our store promoters.

During 2025, we delivered significant improvements in our key health and safety metrics, including recognition at the New Zealand Workplace Health and Safety Awards in 2025 when we won the engagement category. As you can see, our total recorded injury frequency rate is significantly lower than last year, showing the fruits from all the team's efforts. A wonderful result.

While we've previously been possibly doing too much and we are focusing our efforts more and more acutely now on delivering results that do not shy away from new product development, where we seek a clear place to win, and this is one example. Innovation is going to be critical for our future success, and I'd like to share with you two examples of exciting new products that have recently launched in our global markets.

I know many of our female consumers have been excited by this great-tasting product, which provides feminine health support powered by cranberry, targeted probiotics, and UMF 10-plus honey. This product has been launched to success across selected Asian markets. I'm also very excited to share with you a new offering at the premium end of the market, showcasing our superior supply model, craftsmanship, and leadership.

The honey for this product was sourced exclusively from our own mānuka cultivars planted on Manawahe Station. It retails for over NZD 1,500 a jar. Last week, one customer purchased five jars at once from our wellness lab. As I said at the start of my address, our combined premium branding, science-based, and genuine provenance story is better than any other player in the mānuka market. This is why we will win. So it gives me great pleasure to now hand over to Mandy Tomkins-Dancey , Comvita's new CFO.

Mandy Tomkins-Dancey
CFO, Comvita

Thank you, Mandy. Good afternoon, everyone. It's a pleasure to be here today and to update on our FY 2026 financial performance and the tangible progress that we're making as we continue to reset and strengthen the business. As you've heard already today, the key underlying drivers of our business performance are improving.

Revenue and gross profit are ahead of expectations so far this year and are expected to remain on track with our full-year guidance. This result has been supported by positive changes to our distributor arrangements in China and favorable currency movements. Our gross margin recovery is on track. Our gross margin percentage is currently just under our target, reasonable given the strong club retail volumes that we're seeing.

I note that these club retail contracts are profitable, and these volumes have allowed us to accelerate our inventory reduction program. The chart on screen clearly shows the favorable impact of this club retail volume on both our inventory levels and the increased production throughput in our plants, which is driving lower marginal costs.

Having been in the role since October, what gives me confidence in our future is the progress that has already been made and the clarity of execution priorities in place to drive sustainable profitability. Most key financial metrics are on or ahead of target. Combined with our quality production assets, we have a scalable business model that requires very little growth CapEx to generate good returns.

I'm encouraged by the Comvita team, who have their eyes open to the challenges, have the capability to deliver the strategy, and have done what they said they would do at pace. They've strengthened internal controls, delivered improved profitability, reduced working capital, been disciplined in investment choices, and applied the resulting free cash flow to reduce debt. As highlighted in our recent NZX announcement regarding our agreement with lending partners, our banking facilities will reduce by NZD 16 million by the end of March.

We are comfortable with this reduction. There is much more to do, both in lifting our performance and in materially reducing our debt position. You've heard Karl and Bridget speak into these challenges. But overall, the early signs of momentum are encouraging, and we are well-positioned to build on them. And I'm really proud to be part of this team that takes Comvita forward. I'll now hand you back to Karl.

Karl Gradon
CEO, Comvita

Thank you. Thanks, Mandy. I must say it's been great in the last month working with Mandy. It's been great. Our strategy is one where we need to continue to build sustainable enduring value. The team and I are firmly focused on moving forward at pace to deliver. Before I finish, I wanted to share an overview of our key strategic imperatives for the medium and longer term. In the shorter term, our objectives are simple.

We need to win in manuka honey. The longer term and bigger opportunity is if we can build a world-leading health and wellness brand centered around manuka and extending our offerings around immunity, gut health, and wound care. I want to be clear: we are taking accountability as a team for delivering improved, strong, and consistent shareholder returns across market cycles. Critical objectives include strengthening our balance sheet and delivering sustainable operating models.

Our key strategic objectives for the next three years are clear. Firstly, we must grow volumes, particularly in the lower UMF categories, through market diversification. We must extend our distribution and customer and business partnerships. Industry consolidation may also provide further opportunities. Secondly, we must clearly differentiate our brand and products from our competitors through the consumer benefits we deliver. The USA is a key market for us.

We are focused on both online and offline growth alongside product diversification, and fourthly, we need to continue to optimize our business model and our cost structures to compete effectively, maintain our value proposition, and deliver profitable growth.

Critical to the successful delivery of these strategies will be our capable team, our consumer and scientific understanding, our digital marketing capability, and having globally aligned processes and systems, and most importantly, we need to ensure all of our decisions and activities are managed through strong commercial discipline and rigor to avoid the mistakes of the past and support, most importantly, the prioritization of your capital and our focus. This is my commitment to you.

As well as sharing information on how we are resetting the balance for future growth, we also wanted to give our shareholders a chance to understand in more detail how we are driving improved performance on the ground in our key markets.

I'm absolutely delighted to have Rommel Irwan here with us today to talk to you all. Rommel heads up our Southeast Asian and Middle East markets. He's a key member of our global leadership team and is helping lead Southeast Asia's improved performance and drive future success of Comvita. He's got quite a decent CV. Rommel is a pharmacist by training and previously led one of Malaysia's largest pharmacy chains. He has over 20 years' experience building successful FMCG and wellness brands across Southeast Asia.

I'd now like to hand over to Rommel to share with you his insights into Singapore and our broader exciting Southeast Asian markets.

Rommel Irwan
Regional Head of Southeast Asia and Middle East, Comvita

Thank you, Karl, for the kind introduction. Hi, everyone. Thank you for the opportunity today to share how Comvita is showing up and positioning in Singapore and Southeast Asia, one of Comvita's fastest-growing markets. Southeast Asia, including Singapore, Malaysia, Indonesia, and Vietnam, represents a huge market opportunity for Comvita, with many largely untapped markets.

The region has one of the youngest populations, with an average age of less than 40 years old. They are digitally savvy and have the fastest-growing GDP globally. Consumers in Southeast Asia are particularly concerned about their immunity, family health, and natural wellness. The growing middle class is increasingly looking for premium science-backed products. They are also strong digital platform users, all of which represent significant opportunities for Comvita to leverage.

Southeast Asia is a strategic growth region for Comvita. Singapore currently is our largest market and is a gateway, the best, and the key influencer market for expansion into the rest of the region, including the Middle East. Many of these markets are still under-penetrated by the mānuka honey category. For many, many years, Comvita has been trying to get traction in Singapore.

To support our strategy for growth in this region, we acquired HoneyWorld back in July 2023. We now have 15 stores across Singapore, including our flagship store at TANGS Orchard, which has recently been refurbished. Our distribution now extends across premium pharmacies, travel retail channels, and various other digital channels. The HoneyWorld acquisition gave us immediate scale in Singapore's honey category, securing over 50% of market share.

The retail network provided a platform to build brand visibility and engagement, increase leverage with other major customers, and provided access to an extensive consumer database. However, the acquisition has also proved challenging and has not performed upfront as expected. Many stores were not profitable. In addition, there were too many competing brands, and the over-reliance on high discounting to drive sales has impacted overall long-term brand equity.

Since taking over HoneyWorld, we have remained focused on turning the Singapore market around and increasing profitability. We are working on reviewing the store network to set up the optimal number and location of stores to ensure profitability in the long term. There is ongoing work enhancing our brand proposition through leveraging our global assets with localized campaigns and products, including new innovations.

We continue to expand our distribution network in Singapore and, of course, the broader region of Southeast Asia across multiple pharmacy brands, other travel retail, and other new channels. And most importantly, we are building sales momentum and delivering stable profitability in this financial year. I would now like to play a short video to share some of the highlights of the fantastic work the team on the ground is doing in Singapore.

That's a really quick showcase of what we're doing in Singapore. But if you are ever down in the market, please don't be a stranger. Reach out to me, and I'll be more than glad to show you guys around. All right? So you all will notice that when you were seated earlier, each of you will have received these goodie bags. Right?

I'm very excited to share that inside this goody bag, we have a new product which we just launched two weeks ago in the selected Asian market. Right? It's an eye health product, eye capsule. And this is meant for adults aged 18 years old and above. Right? So take a look at your goody bag. Right? Very easy to take. It's just one capsule a day. Right? All right.

Well, if you all notice, we have set up a very small display table behind you. Please come to see me afterward. Don't be shy. Touch the product, feel the product. Right? Don't just look at the product. I want everybody to feel how the product actually turns out in the market outside of New Zealand and Australia. Right?

If you have any other questions and you would like to learn more about Southeast Asia and our innovations, please feel free to ask me after this. I'd now like to hand this session back to Bridget to continue with the formalities of the meeting.

Bridget Coates
Chair, Comvita

Thank you. Rommel, thank you very much. I hope the goody bag gives you a sense of not only the eye health product, but a couple of others as well. We now move into the formal part of the meeting, and with that in mind, we have the formal business and the resolutions. At each item of business, I'll call for questions related to that item. I ask that any questions raised be related specifically to that item, and there will be a further time for general Q&A in general business at the end of this session.

We want all shareholders to have the opportunity to have their say, and so we would ask in respect to all shareholders and those online that you keep your question concise, limit your questions, and be respectful to other shareholders who are in the room. I'll now open the floor for any questions relating to the annual reports, financial statements, and other reports. Are there any questions relating to those matters? Questions relating to the annual report, financial statements, or other reports? Yes.

I have a question relating to the remuneration and the statement. It's particularly relating to the board.

Yes.

We might be addressing it, but I understand that the board has engaged a number of independent advisors and consultants in addition to the lawyers to assist the board. I'd like to know what's the total cost of these advisors to assist the board for the year of March, June 2025. And possibly, if you could come up with a number, what's cost the board for this advice to the board up to date. And the second part of my question is, how much of this cost is associated with the Florence proposal.

Yes.

And thirdly, whereabouts in the financial statements for the year of June 2025 are these costs disclosed.

So firstly, the numbers to the FY25 are disclosed in the statement to that time. The costs for the period since will be disclosed in the results announcement that you will receive in February, which is relating to the half-year to the end of December 2025. Mike, I'm not sure if we have a number, Mandy, in terms of advisor fees.

Mike Sang
Chair of Audit and Risk Committee, Comvita

The point is that the costs are basically capitalized and held on balance sheets. Do you know whether the scheme has been taxed or not? So the costs associated with the Florence scheme were capitalized and not expensed during the last financial period because they were linked to the success or failure of the scheme with the Florence grant. So those costs will be expensed in this new financial period now that the Florence scheme has been voted against. And we will report on those and disclose them in our half-year accounts in February.

So for the numbers, excuse me for not noticing it, but the numbers to June 2025 for the advice to the board, and I'd like to know why the board needed all of this advice. Can you give us that number? I'm sorry, I didn't notice it in the accounts, but do you have that number?

I don't think there was a secret number in that financial period because we were accruing and capitalizing all the accounts waiting to see whether that capital raising process was successful or not because they are then offset against the capital raised proceeds, particularly paid for by the buyer if successful.

So there's very little in last financial year. The costs aren't actually to the board, the company advice, but the board obviously has to make the decision and the recommendations. So those costs will be disclosed in our half-year accounts, all of them, basically.

Right. And the break fee that Florence had included in their proposal, is that to be paid by the company?

No. The break fee was really a break fee if we showed bad faith or changed our minds. For example, if we got a better offer from someone else and we changed our mind, then we would have paid Florence a break fee. So there would be no break fee paid to Florence.

Right. But the total cost of all of your efforts, advisors, and so forth, lawyers dealing with the Florence proposal, do you have a number for that?

We do. We disclose it in our half-year accounts.

Bridget Coates
Chair, Comvita

Thank you. Thanks very much. We will now consider. Yes. Sorry. Didn't see your name.

I would like to know, please, how did you manage to reduce debt by NZD 17 million last year?

Cash flow. Management of the company in a far more, and that's the broad answer. I mean, it's a wide range of different operational improvements, but in essence, generating cash flow and being able to pay down debt. That was the total sum in that period. Yes, to NZD 17.4 million.

So did you have to sell assets to do it?

As I recall, there was one small asset sale, but primarily it was from operational improvement.

Thank you.

Thank you. Yes. Thank you.

Oliver Mander
CEO, New Zealand Shareholders’ Association

Hi.

Bridget Coates
Chair, Comvita

Hi.

Oliver Mander
CEO, New Zealand Shareholders’ Association

Oliver from the New Zealand Shareholders Association.

Bridget Coates
Chair, Comvita

Yes.

Just a question on the impairments. It might be a question for the auditor as well. So one of the items that was impaired was a building. And perhaps that building has some sort of specialized function or perhaps it's located in a place where it has specialized value for Comvita and no one else, which perhaps drove the impairment. But I guess my question for the auditor is, why did it only show up as part of the FY25 accounts and not impaired earlier? If that condition holds true, why was it not impaired earlier than FY25?

Mike? Yeah, thanks.

Mike Sang
Chair of Audit and Risk Committee, Comvita

I'm not sure specifically what building, but we did have a number of improvements made to a range of our buildings, expanding capacity and improvements and whatnot. Those capacity improvements didn't result in increased cash flow. So we wrote down some of those assets as a result of that. But if you step back and have a look at the big picture, because of the nature of the IFRS standards around the value in use, that required us to ultimately write the net equity down to a certain value.

So effectively, we had to find the assets that enable us to do that. And many of those assets have still got the potential to be written back, but they're subject to the improvement and the underlying performance of the company. Obviously, with the progress, and I'd say this with everything crossed, the progress in the last six months.

And as we continue to improve the company, if we can sustain that improvement and continue to produce operating profits, then we will be reviewing a number of those assets and reviewing our position on them over time.

Bridget Coates
Chair, Comvita

Thank you. Oliver, if you'd like to speak more with Glenn or Mike afterwards.

Mike Sang
Chair of Audit and Risk Committee, Comvita

I'll do that after the meeting. Thanks.

Bridget Coates
Chair, Comvita

Thank you. Yes, Alan.

Alan Bougen
Co-founder, Comvita

Just a little further to that, then. Mike. Sorry. Just a little further to that, Mike, because, look, the reality is that we're sitting here as shareholders and we find that the plant and equipment, for instance, has gone from, I don't know, NZD 10 million down to NZD 157,000, which is complete nonsense. We know that. So as the performance improves and you're allowed then to write those assets back to some degree, how does that show up in the accounts, please?

Mike Sang
Chair of Audit and Risk Committee, Comvita

As a very broad generalization, just to simplify things for the conversation, if it's a kind of intangible goodwill, we generally don't write them back. This is more about our fixed assets, including our forests.

And so if I take the forest, for example, if they continue to improve the quality of the honey, if we continue to improve our ability to take that honey to market at the type of plus NZD 1,500 per thing, and therefore we improve the cash flow through our own forest business, we will write those assets back up, which will generally be, I guess, a credit other income debit fixed asset type thing. That will be separately disclosed in the accounts because it will be a kind of one-off non-operating item.

It will come through the P&L, I believe. Yep, come through the P&L and into our balance sheet. So it will improve profit. But the way we would want to disclose that is to make it very clear it was related to that particular thing because that's not something that would happen every year, obviously.

Alan Bougen
Co-founder, Comvita

So in essence, these big impairments came from your view and the auditor's view on the future of the company's trading ability.

Mike Sang
Chair of Audit and Risk Committee, Comvita

These improvements came through two years of operating losses. They came through cash flow projections from each unit within the business, what we call a cash-generating unit. Those cash flow projections are stipulated and guided to what you can and can't assume in them. So I would stress, Alan, which I think is at the heart of your point, that they are driven by the accounting standards for accounting purposes and don't necessarily reflect what another person would regard as a fair market value of the company.

Alan Bougen
Co-founder, Comvita

Thank you.

Bridget Coates
Chair, Comvita

Thank you, Alan. Further discussion after the meeting if you would like to do so with Glenn or Mike. Look. Thank you.

Neil Craig
Former Chair, Comvita

It's Neil Craig here. Look, this point is one that really sort of upset me around the value in use calculation. Effectively, to write down the assets from about NZD 1.60 down to NZD 0.80, roughly. These are real assets, and they're not goodwill. I just sort of think.

Bridget Coates
Chair, Comvita

We've discussed this, Neil, if you.

Neil Craig
Former Chair, Comvita

Yes, but look, it's something that I think the shareholders should realize that's what actually happened. To write down was effectively done to get it close to the bid price.

Bridget Coates
Chair, Comvita

Well, I mean, these assets.

Neil Craig
Former Chair, Comvita

Nothing more and nothing less.

Bridget Coates
Chair, Comvita

They were not generating, as Mike's just said. They were cash flow negative. It's very hard to have a value for an asset, as all of us know, if they're not generating value, and so this is at the root of the problem.

Mike Sang
Chair of Audit and Risk Committee, Comvita

Can I just say, I completely sympathize with the point, though. I think the point is actually made. Some of the assets were written down really were frustrating to the people involved in the process and to the board, so I am very confident with the process we went through. I think the team were very conscientious, and we've got some incredibly talented finance and accounting team and the work they did thorough. It was independently reviewed because we knew the sensitivity and the complexity of it.

To get it through KPMG auditors has extensive time with their technical committee, so it's one of those things that I fully accept the point you're raising. It's valid. It's fair. It's a frustration for shareholders. But from a technical accounting perspective, I would just back the team who were involved in doing the work. And for me personally, sympathize. I hated some of them myself. Some of them, the team literally had to come back two or three times before I accepted it. But what I would like to say is that I accept your point.

Hopefully, we can put a line under this because what the real focus now should be is improving the operating performance of the company so we can start recovering those assets back onto our balance sheet. It's probably a dissatisfying answer, but I just want to emphasize my sympathy with the point of view.

Bridget Coates
Chair, Comvita

Yep. Thank you. Oliver, is there another different question, or?

Oliver Mander
CEO, New Zealand Shareholders’ Association

It is a different question. So I guess the reason the payment exists is because it comes down to capital allocation processes in the past. And you've been very upfront about that in your earlier presentation. We appreciate the transparency. But I guess, and this is part of Mike's view of looking forward as well.

So from your perspective, what has changed on the board because you've all been on the board for a little while in terms of what have you reflected on in terms of failings in that capital allocation process, the investment process, the commerciality, and commercial rigor? What has changed for the future, and how does that relate? How can we draw a line? How can we give us assurance to draw a line under those types of capital allocation decisions?

Bridget Coates
Chair, Comvita

Yeah. So you will see, you have seen from this presentation that there is a renewed focus on the core financial underpinning of the company. We had a company that was not performing well in the financial area. There was a lot of good work done in the operations area. Some market leadership was mentioned, but the financial basis of the company was not strong enough, and the confidence that we gather going forward is very much in that area.

We've tightened up enormously. We have a much tighter focus on delivery of objectives, on the results, and on constant monitoring of the company globally. So I think that's where we're getting our main confidence wrong.

Oliver Mander
CEO, New Zealand Shareholders’ Association

So in terms of investment allocation or capital allocation, what process has changed? So you talked about focus.

Bridget Coates
Chair, Comvita

Sure. Look, as it stands, every dollar has been employed or deployed to pay down debt. We're not in a position at the moment to undertake capital investments, growth initiatives, in particular, except for the absolutely essential initiatives. That situation will continue at least until the recapitalization process is completed.

Capital allocation, you might say, has been forced upon us, but that's the fact. Until we get into it. Then, of course, we have much greater discipline in the financial area than we might have had at some other points in the past over a number of years. Thank you.

Yeah, there's two. Yeah.

I have a question.

Sure.

A number of years ago, I sat at a board meeting, and you reported a NZD 20 million loss on your beehives over three or four years. Your beehive costs are now included in your annual accounts, and none of us can see what it's cost to run these outlets or how they're operating. Being a beekeeper, I know that your bees are still not running at a profit a lot of the time. I wonder when you're going to do something about it because it's unacceptable. You can buy honey out in the market just as good as you buy without losing money on your beehives.

It's not just a financial decision that requires us or that encourages us to hold an apiary business, as you would well know.

No, we don't hold an apiary business, but Fonterra don't own dairy farms. Zespri don't own kiwifruit farms. Silver Fern Farms don't own farms. While you probably need to run a certain degree and amount of hives, you don't have to run the volume you're running with the result that you have from time to time.

Yep. I do want to keep the meeting moving because we will run out of time, but thank you for the comment. Karl, would you like to comment?

Karl Gradon
CEO, Comvita

When there is a strategic imperative (that's a good question, by the way), when there is a strategic imperative to own an asset, you mentioned Fonterra. They do own dairy farms. They own dairy farms next to their factories so they can deploy their effluent into other places. That is their strategic imperative. So there are reasons and times that you need it. Our provenance story going forward is going to be absolute key.

The way that we access our absolute high UMF honey that we have invested into through our plantations is going to be key to that provenance story. It comes back to Mike's point. It is on actually building the value chain all the way through.

And at some stages, there will be strategic trade-offs, but I accept that there are always ways to do it.

You're still losing money on these bees at times. And apart from areas like that where you get a bit of honey, I have a friend that produces 35 UMF from Northland. So it's not like you produce only that sort of honey. You have other options, and you can't afford to lose NZD 3 million or NZD 4 million a year on your beehives, which you do at times. I know that.

Yep. And I'm not going to argue that point with you either because it is not solely around the UMF level. It's the provenance, the ownership of our brand integrity. So we understand, and we are certainly, we have gone to extensive efforts to reduce the footprint and the cost model. Trevor's here today, and we've optimized that system. Happy to take that offline with you.

Bridget Coates
Chair, Comvita

Yes, please. Great if you could take that with Trevor if you wish to do so. Yes, thank you.

I'm Eric. I'm retail investor over the last 10 years and buying shares from retail side over NZD 500,000. And today, losing 80% of that. And I'm almost attending 10 annual meetings. And I see most of the people who are before standing front now sitting in the chair. And today, we got almost four times of the shareholder attending meeting in person. I didn't see a lot of happy face.

And I think before the Florence takeover bid, we do receive some other bid before. And as a retail investor, I didn't have a lot of information what's happening, why it's been failed, why what's happening. But for this time, and what I'm feeling from my point of view is since someone going to beat him, even before that, we receive a lot of news from NZX, from Comvita announcement, bad news.

So the share price keeps dropping. And then we receive the board suggests us to take the offer. And everyone suggests us take the offer. If not, then we're losing everything. Maybe company go to liquidation. So that means my $500,000 is totally gone. And then a lot of news from different area coming up. And then we don't know what is right, what is wrong. As a retail investor, I think the board has responsibility for every shareholder.

But I feel there's no monitored. I don't know who's monitored the leader teamship and who is monitored the board. So I'm feeling many things. And we receive a lot of challenge questions from the people who I'm feeling knowing something internal. I'm from outside. I know nothing. I'm not that confident with the system that Comvita bought, management team. And we got 500 staff around. And I receive lots of noise from the lower end of staff who may not working for us anymore, who may outside New Zealand.

And they're saying very complicated of the management that Comvita have. So I remember as a shareholder today, I didn't sell any single shares. I still confidence in the future. I talked to the new CEO. I just hope we need to have a system make sure the board and the management team do working for shareholders. That's the smile.

Can I just say, the sympathy, we're all shareholders in this room, and we all have suffered very badly. And I think you saw a graph up here. Some people would like to say this has all happened in the last short period of time. This is not true. The problems have been building for a long time, and they need to be addressed. And this is why, hopefully, the presentation today has focused very much on the nuts and bolts of this company.

It's the getting it right at the bottom levels in terms of the way that the company functions. And that way, we will address the concern you have. One of the problems with keeping people informed or shareholders informed is we are subject to onerous disclosure regime in New Zealand. We are unable to talk the way we would like to talk to shareholders. It is very difficult. And in terms of the approaches that we had from other bidders that were not successful, that.

Understand that part. But what I mean is, who are those people in charge? And I didn't feel they're working for shareholders. I'm feeling they may be working for Florence's. This is what I'm feeling from unprofessional points of view. I want to make sure the board and Comvita do working for us as shareholders.

Of course. Of course. Look, could we talk afterwards? I mean, there's a lot to say. And you are looking at the people who are responsible for this company here today. There is nobody else. We are responsible, and we take accountability. It is our responsibility. And we do understand absolutely what you're saying. And have a great deal of sympathy. Look, I would like to press on, otherwise we will be here deep into the night. So if I can move on, and we should talk.

We have three ordinary resolutions to consider today. The first is the appointment and remuneration of KPMG as Comvita's auditors, and the second and third are for the election of directors, Bob Major and Greg Barclay. In terms of the voting procedure for these three resolutions, please mark your voting paper with for or against. You may have already done so. Thank you.

If you wish to abstain from voting on the resolution, please mark your voting paper abstain. Online attendees should submit their electronic voting card received when online registration was validated. If you are eligible to vote and have not yet got validated, please click get a voting card. This is for instructions for online people. I will call for questions for each resolution. Please keep questions specific to the resolution, and as I've noted, there will be a chance for general questions in the general Q&A.

We will respond to questions in the room before turning to questions from the online participants. For those of you in the room, please hold up your voting or non-voting investor card and wait for a microphone. Before asking your question, please state your name and say whether you are a shareholder or a proxy holder.

For shareholders or proxy holders joining online, please click answer the question button at the top or bottom of the website. I will now put the first scheme resolution to shareholders being the resolution that the meeting record the reappointment of KPMG as the auditors of the company for the current financial year ending 30th of June 2026, pursuant to Section 207T of the Companies Act 1993, and authorize the board to fix KPMG's remuneration. Are there any questions in relation to this resolution from the floor?

Are there any questions relating to this resolution online? Nothing online. So we have no more questions. Please cast your vote accordingly. This is for resolution one if you are casting a vote. Thank you. Resolution two. I will now put the second resolution to shareholders being the resolution that Bob Major, who retires by rotation and is eligible for reelection, be reelected as a director of the company. Bob is on the screen here, and I will now ask Bob to speak to his nomination. Thanks, Bob.

Bob Major
Chair of Safety and Performance Committee, Comvita

Is there anybody? I'm ready for the slide with my experience.

Bridget Coates
Chair, Comvita

There we go. Thank you.

Bob Major
Chair of Safety and Performance Committee, Comvita

So now see the slide. I won't introduce myself or tell you about my history because it's up there. But I will say that I stood in front of you six years ago when I first sought election to the board, and I told you a little story. And the story that I told was that when I used to live in Shanghai, which was 15-18 years ago, it's a long time ago now, but when I used to live in Shanghai, I used to go shopping at my local supermarket, which was a Carrefour.

And across the mall from the Carrefour, I'd see a little shop, the Comvita shop. And I'd look at it with wonder. And I think, how can a little company from the Bay of Plenty have a shop halfway across the world in one of the biggest cities in the world? And that sense of wonder is still there. I mean, there's a lot to be proud of within Comvita.

It's got global reach. It's got an unparalleled market share. It's got a very, very strong brand. It's got a good ethos that flows through the company. And it's got a lot of very good people within the company. But against that, mistakes have been made. And I've been a member of the board that's presided over a fair few of those mistakes and a member of the board that needs to take accountability for a fair few of those mistakes. But actions have been taken.

Comvita now is a very different company to what it was 15-18 months ago. We've got a new CFO, sorry, new CEO. They're doing an excellent job. We've got almost a totally new management team with the single exception of Jackie, Head of Science, who's still there. But the board level have been substantial changes.

In fact, of the board of directors, when I joined six years ago, I'm the only one still remaining on the board, so a lot of changes at those levels within the company over the last 15-18 months. We've got overheads down. We've got costs down substantially. Inventories down and debts down. We've got positive cash flows for the first time in a fair few years, but we're not out of the woods yet.

There's still quite a long way to go, but as Bridget and as Karl have already showed you, we've got a clear pathway forward. So we've got a plan in place, and we're starting to enact against it, and so with your support, I'd like to be part of the team that gets us there. So thank you.

Bridget Coates
Chair, Comvita

Thank you. Thank you, Bob. Thank you very much. Are there any questions in relation to this resolution? Yes.

How many vacancies are there for the board?

There are two vacancies today that you are being asked to vote on. That is for Bob Major and Greg Barclay.

Just a question. I see you've got a staff of 400 people, and the CEO is getting a fee of NZD $600,000 a year. The CEO of the Tauranga City Council is on a similar wage. Now, I can't see a comparison between the CEO and some of the incomes that these people are making when we've had a failed board and for years you're trying to tell us now that we're going to make you money, but you haven't and you have failed and as a board you're an embarrassment and I believe that.

Can I just remind you that Karl joined four months ago?

Yes, I do. I know that.

This is not a Chief Executive who has presided over a company in a decline, and so I would like to make that point. Yes, we can't talk about individual remuneration arrangements. People can decide whether they think that NZD 600,000 is high or low or reasonable for the role, which is a global role, 400 people running a company of NZD 230 million, NZD 220 million. So we can perhaps discuss that after the meeting. Thank you. Is there anything further? Yes, thank you. Behind you.

Yeah, hi. I'm Maurice Greenough. I'm a shareholder of Comvita for a very long time. So Bob, you've been on the board since 2019. So did you know about the problems building in the company? And if you did, what did you do about it?

Bob Major
Chair of Safety and Performance Committee, Comvita

I have certainly raised attention to the problems built within the company. I think that being on a board is a funny sort of thing. You make your points known at board level. Decisions are making. You only hope that people listen to what you need to say, what you have to say, and then the board makes a decision, and there's a collective responsibility among the board for everything that's everything. Decisions are finally taken, but that holds true of every board member's day, so I've seen the issues.

The board members have seen the issues. We've discussed together. We've discussed with the management team, and on balance, we've taken decisions together and moved forward, and we have moved forward in areas that we should not have moved forward in, and we regret that, but we have now cleaned out a lot of the areas or the errors that have arisen, and we're moving forward.

Bridget Coates
Chair, Comvita

Thank you. Great. Thanks. Yes.

I'm going to ask one small question. You were part of the board that presided over David Banfield as a CEO, and he was absolutely terrible for this company. And you guys knew what was going on. You revised what was going on, and you did nothing. What are you guys going to do to make sure these decisions that you make are right going forward?

Bob Major
Chair of Safety and Performance Committee, Comvita

I've got a greater degree of confidence in the management team we've currently got in place. In terms of other decisions, right, I think that someone was talking before about shareholders. And I think that one of the things that we have not done well in recent years for a whole variety of reasons is listening to shareholders. So I think listening to shareholders is important.

You guys were notified. We all knew it at a grassroots level, and you guys did nothing about it. And the board members are basically the same people, chair included. And to be honest, I'd like to see a complete change. Very much. U nless we know that you're going to institute change, proper change, meaningful change, we're going to be here listening to the same stuff next year.

Bridget Coates
Chair, Comvita

Could I just say with respect to that challenge, which is not one that we have clearly had from other sources as well? The company for all the positive views that have been expressed today is by no means out of the woods yet, as I'm sure you are aware. We still have an enormous amount of work to do. We are dependent on the goodwill of our banks. In particular, the bank is looking to the current board to deliver against the recapitalization process.

And that means the existing people on the board and the existing management team. This is a relatively difficult time. It would be extremely risky and detrimental to the company for the board to take any other track at the moment other than maintain the course of action that we are on. You might have a different point of view, but our banking partners do not. They are committed to this team and to the course of action that we have set. And could I just ask also?

We are trying to keep this meeting forward-looking. And if we keep on going back into history, we're not going to be able to get to the end of this meeting. There's plenty to say, and there's plenty of criticism to go around. And we certainly take our share of blame. It's not that. But I don't think it's particularly productive to be pointing blame at people who are doing their very best to service this company. And sometimes things happen that do not turn out the way that we would all want. Thank you. Thank you.

Deadline for this meeting. I'm hearing that a few times. Is that time set?

4:00 P.M. Yes. Awesome. Yeah. Thank you. So with that in mind, could I just ask if there are any further questions? Otherwise, we will cast your vote. I will now put the scheme resolution to you. That Bob Major, who retires by rotation and is eligible for reelection, be reelected as a director of the company. I'm sorry, I didn't ask if there's any questions online.

Operator

No questions online. While I'm on the mic, can I just ask all shareholders in the room to wait until you've got a microphone before you ask a question? People who are listening in online can't hear you otherwise.

Bridget Coates
Chair, Comvita

Thank you very much for the reminder. So we will do that. Please cast your vote accordingly. And we will move now to resolution three. So I will now put the third scheme resolution to you as shareholders, being the resolution that Greg Barclay, who has been nominated by an equity security holder, be elected as director of the company. The board considers that Greg Barclay does qualify as an independent director. I will now ask Greg to speak in relation to his nomination. Thanks, Greg.

Greg Barclay
Chair, International Cricket Council

Thanks, Bridget. Good afternoon, everyone. First of all, thank you very much for the opportunity to introduce myself. I do want to thank and acknowledge the board both for their support and the endorsement that I've had from the independent directors. I think when I first was rung and asked whether I'd accept the nomination, I sort of looked at Comvita and thought, "Really?", but I did a bit of work, and I was very fortunate.

I could speak to Neil Craig, who I've known for a number of years, and he managed to sort of walk me through both history, and I think that led to the potential of the company, and if I go back to the presentations that we've had this afternoon, which were excellent, I think you can see both the capability and the potential that this company has.

So it wasn't a long period of time that I had to consider it, but I thought, "Yes, it's a challenge, but the opportunity that sits behind that challenge as well worth pursuing." So I said that I was very happy for the nomination to go forward, and obviously, I'm here at your behest. So let's see how that goes. But I think in terms of me, there are a couple of things that I considered.

First of all, why I would do this. For me personally, I grew up on a farm inland from Gisborne. I'm a rural boy by upbringing, and I'm acutely aware of how important both primary production and export is to this country, probably never more so than now to help us get out of the crappy situation that we find ourselves in as a country.

With that, I think those companies that lead the way are those that innovate and understand the adding of value, and I think that this company is one that demonstrates that it can do that, that it has the potential to do that, and it should be recognized as one of New Zealand's sort of leading export examples. The second thing is probably my affinity to the area. When my parents sold up, they moved across here to Omokoroa, so that was 25 years ago, so I and the family have spent quite a lot of time down here.

I also chair a company called Pacific Forest Products, which is a large, in fact, it's Australia's largest log export company. It exports through New Zealand, 50% of its volume out of the Port of Tauranga, so I spend a reasonable amount of time down here with that business.

In fact, half the logs that you see on the wharf or going across the wharf will be Pacific Forest Products logs. So it's a company that started 20-odd years ago from nothing, and it's grown to what it is now. I guess the next thing is in terms of sport and opportunity. I was, for a period of time, on the board of New Zealand Cricket. I was fortunate enough to chair New Zealand Cricket for a few years.

Again, I had Neil on the board, and he harangued me, as you can imagine, about the development of the Bay Oval. So I was very supportive of that, worked closely to get that up to international standard from an event point of view. So again, I've taken a lot of delight in seeing that as an asset of the community to develop to the extent that it has.

And I guess the final point, just in terms of my personal view, is that Comvita is an iconic Bay of Plenty company, but it also has the potential to become an iconic New Zealand company. And I'd love to be involved to see if we can actually fulfill that potential moving forward. In terms of what I can offer the company, my background is in law. I'm a commercial corporate lawyer. I have spent a reasonable amount of time in the capital markets around listed companies with banking and finance.

So I think that I have something that I can add to the company that's probably particularly relevant at the present point in time. I think that my legal background also helps me bring some discipline and rigor to a board setting.

I think that I can help to maybe shape, as Bridget said, the course of the company as it moves forward. Governance experience. I've been involved in governance for probably 25 years or more. Recent appointments. I joined the board of Smartpay, which was an NZX listed company, a dual-listed company. I chaired that for eight years right through until this time last month when the company was sold successfully under a scheme of arrangement. The outcome for shareholders was pretty good.

So I had a fair degree of experience in terms of taking that company from 30-odd million market cap through to in excess of 300 million when it was sold, as I say, last month. I currently sit on the board of Rakon, which is also an NZX listed company. It's an exporter of some fairly complex technology used in aerospace, telecommunications, and the defense industries globally.

Again, it should be an iconic New Zealand company. Hopefully, with some plans that were put in place, it will be as well. My experience is particularly relevant in terms of adjacencies that I've experienced on boards. As I said, export-wise, I have had experience for 20-odd years with Pacific Forest Products. I think I sort of understand what it takes to get product from here and out through the globe. Coupled with that, I've also had, as I say, a reasonable amount of sports governance experience.

I alluded to New Zealand Cricket. New Zealand Cricket is effectively an exporter as well. I spent a lot of time growing both the exposure and opportunity for the company out of India, which had no relationship with the world's largest cricketing country, and also the Middle East.

I think in part that helped me later on when I got appointed to the chair of the International Cricket Council, a $4 billion company based out of Dubai. It has global reach. It's overseen with the world's second largest sport and is growing rapidly. As I said, I think that I have some pertinent experiences. I know that it's been a long afternoon, so I won't keep you here any longer.

For me, I'm looking forward to the challenge that I'll be appointed. I think that there's a lot to do, obviously, but there's a lot of upside to the company as well. If you see fit to appoint me to your board, rest assured, I'm quite prepared to put the work in. I appreciate the challenge.

But most of all, I really look forward to unlocking the undoubted opportunity that sits in front of Comvita. So thank you for your time this afternoon.

Bridget Coates
Chair, Comvita

Thank you very much. Excellent. Right. We have received a pre-submitted question in relation to Greg's resolution relating to Greg. This was a question regarding who nominated Greg as a director. The answer was Alan Bougen, and that was noted in the notice of meeting. So that is the answer to that question. Are there any other questions in relation to Greg's nomination that you would like to put from the floor? Are there any questions online?

Operator

Nothing online.

Bridget Coates
Chair, Comvita

Thank you. There's no questions. There's no more questions. Would you please cast your vote? Thank you.

I am going to, the slide that's going to be put up is the proxies that have been received for the three resolutions, and that will come up on the screen. This is the last call for votes. MUFG, can you now please collect the voting papers from the shareholders in the room? They are coming down with their boxes now, so please, would you make your voting papers ready if you have them with you? Online attendees should now submit their votes. If you have not already done so, you will see a timer on screen that you have five minutes remaining to submit your votes.

Thank you for your votes, and voting will be closed as soon as the votes are collected. Thank you. Just a couple of minutes while they pick up the papers. Thank you. Are there any votes that have not been collected? Thank you.

With the formal resolutions completed, I'd now like to offer the shareholders the chance to ask any questions that they would like to as part of general business. So before we do that, there have been several pre-submitted questions, which I will run through for you. And then I'll invite you to ask your questions.

The first, can you inform shareholders on the profitability of the apiary division? Interesting. It might have been your question. I'm not sure. Our answer, our apiaries deliver value. They give us certainty of supply, particularly of high-quality, high-UMF honey. They support trust in our brand, and they reduce exposure to third-party pricing volatility and quality issues. The apiary business is fully accounted for within the business P&Ls, with clear accountability for cost control and for delivering profitability over a rolling five-year period.

Like all agricultural operations, performance does vary in the apiary business with climate and commodity cycles. Profitability can be challenging in failing markets and stronger in periods of tight supply. That variability is inherent in the industry. We won't provide any more detailed profitability guidance as it is commercially sensitive. Thank you.

Regarding continuous disclosure, how can you reconcile earlier statements that the Florence scheme was the only option with recent banking accommodation announcement? I know this is a pertinent question for many. The recent banking accommodation reflects the ongoing dialogue with our lenders, which continued through the scheme process and following the shareholders' decision not to approve the scheme by the requisite approval that happened in August. It also reflects the progress made by the company in the meantime.

There was no certainty, and I can honestly say there was no certainty that further accommodation would be provided by our banking syndicate. The banks have granted accommodation. They have granted many accommodations over the last 18 months, and many of them we have not been successful at meeting their accommodations. And to be honest, the level of trust and confidence was at an extremely low level.

At the time the scheme was announced, it was the only fully funded, defined, and executable option that was available to us that addressed both shareholder liquidity and the company's balance sheet risk. It was the board's responsibility to put that option in front of you as shareholders for your consideration. The scheme also provided the company with critical time and support from our banking syndicate while the proposal was being assessed by shareholders.

The scheme booklet, including the independent advisors' reports, clearly sets out the company's position at that time. That was an independent review, including the key risks facing Comvita and its shareholders and the reason shareholders might choose to vote for or against the scheme. As we indicated, there was no certainty that further covenant waivers would be granted.

The recent banking accommodation that we announced last week reflects subsequent developments, including progress delivered already through the operational reset, which we have talked about today to you, an improved trading performance, and the work undertaken during the scheme process itself. Those factors supported an extension and a covenant accommodation while the recapitalization pathway was being progressed. At all times, Comvita has met its continuous disclosure requirements and will continue to do so.

We have always made all the information available to the market that we have been required to do so. Question: To preserve cash and better align incentives, will the board consider paying senior management bonuses entirely or in part in Comvita shares instead of cash? Many NZX companies do this to tighten cash flow and improve alignment.

The answer: Yes, we understand this logic, and we keep remuneration settings very much under review to ensure they support performance, alignment, and cash discipline within the company. Our remuneration principles and approach are disclosed in our annual report, which I would refer you to, and in our directors and officers' remuneration policy, which is published on our website. Any changes would need to be considered carefully within the broader remuneration framework and would be disclosed to you as required.

Our immediate priority is disciplined execution, cash, management of cash, and the recapitalization of the business, so it's certainly something we have on active consideration. Does Comvita have any clawback or malus provisions regarding allowing the company to recover bonuses or performance share rights, PSRs? If not, will the company commit to introducing clawbacks and on what timeframe? There are no clawback provisions currently in employment agreements, and no current PSRs are outstanding.

The board has determined that any future PSRs or long-term incentive plans will have clawback provisions included. Question, regarding loans to members of the leadership team and to equity-accounted investees, can the board outline the governance and approval processes that applied to these arrangements and how this aligns with the company's broader financial discipline, given its financial balance sheet position?

Has the board considered adopting a formal policy governing loans or financial support to related parties going forward? The answer is any related party matters are subject to governance processes, including conflict management, approval controls, and audit oversight. We understand the concerns about these decisions that have been made historically, and we agree that Comvita's capital must always be applied with strong commercial discipline moving forward.

This is central to our reset program. If you have heard one thing, that is the control of capital is absolutely critical, and we continue to make significant progress in the implementation of tighter internal controls. Question, have you seen recent commentary about the board by Eden Bradfield? What is your response to it? Those of you who don't know, Eden Bradfield is a journalist who has been writing particularly negative comments about the company.

The answer is yes, we are aware, of course, of Eden Bradfield's commentary. We believe that it is far more constructive to focus on the work underway to stabilize the company. However, as this question has been raised, we welcome the opportunity to provide clarity on his very selective interpretation of the company's history that he has included in his articles. We do not accept that wholesale change at the board level would deliver a better outcome. Comvita is in the middle of progressing a recapitalization process, and this is the question that we had previously.

Stability and continuity of governance are absolutely critical. This directly impacts lender, investor, and market confidence. You might have seen Karl's article the other day. He talked about the necessity to regain confidence, regain shareholder confidence, regain banker confidence, and regain investor confidence more broadly.

This is absolutely critical, and we do not believe that wholesale change at the board level would achieve that. Many of the complex issues the company faces are the result of strategies that have been implemented over time. It's not the result of just one couple of missteps over the recent past, which is what was implied in that article. The board and leadership team today continue to work with urgency collectively and with good alignment to stabilize and reposition the company and to implement the reset strategy that we have described to you.

As you have seen today, this work is delivering progress. There is still a lot of work ahead, but Comvita is on a far, far firmer footing than it was a year ago, and that's where all of our focus should be in keeping that work going.

I would now like to offer you the chance to ask any questions that you would like to have. Could I ask that you keep these questions concise and respectful of other shareholders, especially in light of the timeframe? As we have limited time, please do not ask questions about marketing initiatives or new products because I think those should be best directed to Karl or the management team, and they would be delighted to accept questions or comments about marketing packaging strategies in the marketing area after the meeting. If you would be able to do that, it would be appreciated.

A reminder for shareholders and proxy holders who are joining online, please click the ask a question button if you would like to do so, and we will receive that in the room. Now, are there any questions from the floor? Yes. Thank you.

Thank you, Bridget. Just and very much the light of the future, just in the context of Comvita's recent past, so what plans does the board have in terms of actually rebuilding shareholder trust through engagement and aligning shareholders with that view of the future that Comvita now has?

Yes. I'll take a comment first from the management side, and then I'll comment from the board side.

Karl Gradon
CEO, Comvita

Thank you. I anticipate, as CEO, taking a much more proactive engagement with the multiple stakeholders, many of the people in the room, actually, to keep people abreast both formally and informally, but within, obviously, the disclosure obligations that we have on an ongoing basis being a listed company, but I do believe we're a great community asset.

We need to represent the community we operate in, both in Pāengaroa, Bay of Plenty, Aotearoa, New Zealand, and connecting at a formal and informal level on an ongoing basis is going to be a much higher priority for us.

Thank you, Karl.

Bridget Coates
Chair, Comvita

From the board point of view, as you know, we have a significant institutional shareholder base, and we have two, actually more than two, large shareholders offshore. So it is my duty as board chair to make sure that the contact is maintained with those shareholders and make sure that they are fully informed with where we are proceeding.

This presentation today has been an excellent opportunity to make sure that everybody is up to speed, and of course, Karl and I and the board as a whole welcome your subsequent comments, thoughts, and engagement, and we'll continue to do that.

Thank you.

Could I have any other questions? Sure.

Sorry to be annoying.

No, no, you're welcome.

So I'm part of an industry. I've been back here for over 50 years. Some of my colleagues in excess of 50 years. Now, highs went from 300,000 prior to 2000 up to 950,000. They're now plummeting. They're probably below 450,000 heading southwards. You're rapidly going to be approaching a supply problem.

And as a beekeeper that started supplying you when you were in this little shed down the bottom here, which is over 35 years before a lot of us got unceremoniously dumped by David, I want to know what you guys are going to do to secure your supply as a shareholder. You've also got significant environmental conditions too overwhelming. That's having a big impact on hives, Varroa mites, and bits and pieces.

And if you don't look after your suppliers, whoever they may be, you will run into supply problems because at the moment, you don't have a good rep amongst beekeepers.

Thank you.

Karl Gradon
CEO, Comvita

Ironically, one of the ways to do it is to ensure that we have our own hives as well to offset some of that risk. I have spoken not just about the way that we will engage and rebuild the trust with our shareholders, our bankers and lenders, but all stakeholders. And for me, the beekeepers, we spoke about this in Auckland as well. That is an incredibly important part of our fabric within our sector.

And the workers are waiting for you to do something.

Absolutely. I'm emerging from my first four months in the role, and it is a very clear mandate and expectation from many of our shareholders, actually, that I engage more proactively. And as a business, we engage much more proactively with our wider community of beekeepers. And I think even the leadership we've taken as part of the recent Hornet example, we've tried to, as much as we can, influence from the back rooms, for example.

So I think that we do have a lot of trust to rebuild. I hear you, acknowledge your point, and I think it is something that my personal efforts alongside those of Luke in the room that work alongside the apiaries across all of New Zealand, we've got a lot of work to do. So you should be seeing a lot more from me in the very near future.

Thank you.

Yep. We acknowledge that supply risk and continuity of supply is a key part of our strategic imperative. Absolutely.

Bridget Coates
Chair, Comvita

Thank you. Thank you for the question. Yes, Alan.

Alan Bougen
Co-founder, Comvita

I have a small summary and perhaps a question at the end. I do have a question at the end. I wanted to first of all thank Karl and Rommel for your presentation today. Thank you. It was encouraging news, and it's good to feel encouraged again that we seem to be on the right trajectory. And I know how hard you guys have worked. I've visited there, and I know what you're doing, and it's great. There's clearly a reset going on in the company.

To that end, I'd like to also just say thanks to Brett Hewlett for his pretty tough year that he had to come in as acting CEO and start to right-size the company. I think, Karl, you acknowledged that and what you said earlier on, that there was a lot of work done during that time in the heat of some pretty difficult decisions that had to be made, a lot of redundancies, etc., etc. The thing that has been confusing is that the media coverage has been intense over the past three months since the Florence bid was launched.

There's been a huge confusion among the shareholders in the company, and times have been pretty difficult. The board was very vocal in their support of the bid. It seemed that way to us. Just six weeks ago, the chair was interviewed on the Sharesies platform, making it abundantly clear that the only way for Comvita to survive and thrive in the future was for the company to be sold to Florence for NZD 0.80 a share.

And I quote you, Bridget, "The board has done every single thing possible to address the situation to strengthen the company's balance sheet. The offer from Florence is the only credible offer on the table." Many shareholders, mostly New Zealand-based, think that the board got that terribly wrong. I've been contacted by a lot of people. They should not have accepted and promoted such a low-ball offer, I've been told, and I feel that way myself.

We felt as if we were being sold down the river, so to speak, by the directors. So far, there's been no apology from the board, as far as I'm aware, that they may have just got this wrong. How, therefore, can the current board expect our support now? We need a refresh board to take us forward. So my question is simple. Is it simple business as usual, Madam Chair, or can we expect that you at least will be announcing your resignation today or in the very near future?

Bridget Coates
Chair, Comvita

Thank you. Alan, I think I've made it very clear that I do not believe that it is in the best interest of this company for me to step down at this moment. I really don't. We have two director positions open. It's by no means certain what that voting will be, as you can see. We need to make sure that we have a stable board going forward.

If we're in our year hence and we have not achieved what we said we would achieve today, we've not stabilized the company, we've not recapitalized the business, we've not moved forward in the way that we have indicated to you, then I will be the first person to be stepping down.

But I do not think, for the benefit of all shareholders, bearing in mind that 55% of our shareholders did vote in favor of the scheme. This is a very split board with a very split point of view about what happened with Florence. People who needed to access cash, who had had enough of the position in the company that they were not able to sell out of, were disadvantaged when they were not able to do that.

So we are trying, the board is trying to balance between these two different objectives. I would like to correct one thing. The matter of promoting the Florence scheme that we did a very, very straight bet on this whole matter. We tried to make sure that every point of view was recognized.

If you read the scheme document, you will find that it said, "These are the reasons why you would want to sell. These are the reasons why you would not want to sell." And we left the decision to shareholders. So look, I'm sorry. I'm sorry that you don't agree. Others do. You don't. And I do not feel that it is in the best interest of the company for me to step down at the moment or, indeed, for my colleagues to step down also, which is what was suggested. Again, this is the position at the moment.

We do have accommodation from the bank through to April, and that's not a very long time to get a whole recapitalization process done and to maintain the confidence of the new and incoming investors in the company. So I would ask you respectfully if you would give us the additional time, and we will deliver for you. But I do not honestly think that it is in your best interests, especially you, to see this company under further stress and strain at the moment. I don't know whether either of you would like to say something.

Alan Bougen
Co-founder, Comvita

No. Okay. Thank you for your leadership of the meeting today, and I understand it's a very delicate balance. The delicate balance I want to address is the looking forward and the taking responsibility for the past. I would suggest it's rather disingenuous for you to address shareholders and to say, "Trust us. Just look to the future. Don't worry about the past." There's some sort of catharsis needed when we have the kind of crises that we've been through.

As a shareholder, I personally don't feel that we've been afforded the kind of catharsis that we would need in order to be able to emotionally at least embrace the going forward that you're exhorting us into. So I would want to suggest that there is a stance of humility as well as a necessary confidence, obviously, to take us forward. But I would have loved to have seen a greater sense of humility in the ownership of the failures of the last few years. But again, I just want to acknowledge your leadership today and say thank you.

Bridget Coates
Chair, Comvita

That's kind. Please do be acknowledged that the board is incredibly sorry for what has happened in all sorts of respects. As we were talking before, being a board member involves taking decisions steadily. Sometimes they're not right.

In hindsight, it's easy to see the ones that were not right. This is the comment that Bob was making. Those of you who are in the room who have been a shareholder for a long time, and that's many, including myself, this has developed over a number of years. The consistent loss of profitability. We've had good revenues, but we have just not been able to translate it into profitability. And so consequently, the debt levels have built up, and some of the capital allocation decisions have been poor.

So there's responsibility. There's many areas. All of us take responsibility. Please have no illusion. And if you want us to say sorry again, I will. But this is really a very, very intensely held point of view. We are sorry, and we intensely hope that we'll be able to do a lot better for you. By the time we meet next year, hopefully, you will be seeing something completely different. In fact, I'm confident you will be.

Can I just ask another question for me? Since the bid has failed, so we didn't have any secrets showed them before, right?

Pardon?

So I mean, I know it's a several months' conversation, and I feel from the news that they're ready to take us. But until we lost some less than 50% vote, we're not grateful for that. So we didn't really open any secret of us to the public.

Oh, sorry. Yes, no, to Florence. Yes.

So what I mean is, are we still safe to keep the number one for the category? Because they are pretty strong in American sales. When you say in America, it's a target market, right?

Yes, they are strong in America. But can I just say we're very fortunate that Andrew Matthews is our lawyer. All our documentation has been very, very much focused on protecting the company from Florence taking advantage of any information that they had came into possession of during the due diligence process. And we are absolutely conscious of the risk that you mentioned, and the documentation was set up with that deliberately in mind.

Fortunately, for those who do not know the company, Florence well, they are in the US, but they are not at all in China, in Asia, Southeast Asia. And so the risk is constrained at least to the US insofar as there is any risk. I would like to bring the meeting to a close unless there are further questions. Before we do that, I would like to acknowledge Brett.

Alan mentioned Brett, and I want to acknowledge his 20 years of service to Comvita. Over that time, Brett served as Chief Executive Officer on three separate occasions, most recently stepping down as acting CEO in July 2025. Brett and I worked closely through that period. Brett worked extremely hard to restructure the company, to make a significant number of cost changes, and to restructure, much of which has now flowed into this recent period, as Karl mentioned.

Brett played an instrumental role in many of Comvita's key milestones. Most particularly, he helped shape our fully integrated business model and our strong science-led focus, which you will see more of coming forward and which is really a very strong underpinning for the company. He's widely recognized for his people-first leadership style, inspiring teams through his dedication and personal connection, and his innovative thinking.

Brett holds a very special place in Comvita's legacy through the impact of his leadership, and we thank him most sincerely for his contribution. Thank you, Brett. I have one further acknowledgement, and that is Mr. Zhu. Mr. Zhu is stepping down today as a director.

He was a pioneer of Comvita's entry into China, leading the establishment of our first branded retail stores and a national distribution network. He opened Comvita's first store in China in 2004 and laid the foundations for what has become one of our most important international markets.

Comvita later undertook its staged acquisition of the China business, acquiring a majority stake in 2017 and full ownership in 2018. In addition to being a highly valued director, Mr. Zhu has been a long-standing and significant shareholder, the largest shareholder. I would like to thank him personally for his consistent support of Comvita and for the board's work.

He has always brought deep practical knowledge of the China market to the board table. Provided clear and constructive guidance at critical points in the company's journey. We all wish him well with his other business interests.

Before the meeting closes, a couple of final thank yous. Thank you very much to my fellow directors for their ongoing contribution, both Bob and Mike and the two directors who are not here today. I would also like to acknowledge Karl, our CEO, and the rest of the leadership team and all of Comvita's global staff for their commitment, energy, passion, and dedication during the last few months. It is not easy when the company is going through the problems that we have faced.

They've stayed focused on operations, and they have continued to deliver against our financial objectives. And finally, back to the point, thank you, our current shareholders, our loyal shareholders, for your ongoing faith and support for Comvita as we do everything we possibly can to set the company up for a successful future.

Thank you again, and I now declare the meeting closed and ask Nikki if she would come forward for a karakia, please.

Nikki Reedy
Customer Experience Manager, Comvita

Hello again. We've now come to the end of our meeting, which will now close off with a karakia. You can remain seated. [Foreign language]. Farewell to you all, and many thanks too.

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