Comvita Limited — Share Issue/Capital Change 2020

Sep 25, 2020

Capital Change Notice

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Section 1: Issuer information
Name of issuer	Comvita Limited
NZX ticker code	CVT
Class of financial product	Unlisted Performance Share Rights which convert to Ordinary Shares (“PSR’s”)
ISIN (If unknown, check on NZX website)	NZCVTE0001S7
Currency	NZD
Section 2: Capital change details
Number issued/acquired/redeemed	121,913 PSR’s
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	No consideration is payable for the issue of PSR’s
Nature of the payment (for example, cash or other consideration)	N/A
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Products issued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence)1	The 121,913 PSRs issued comprise 100% of the financial products of that class. If all the vesting conditions were met, and all 121,913 PSRs were converted to ordinary shares, they would convert into 0.1747% of CVT’s ordinary shares (based on the 69,779,952 ordinary shares currently on issue).
For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date)	The PSR’s are subject to a vesting period of 3 years. Vesting is subject to continued employment and occurs in 3 tranches (annually). Upon vesting of the PSR’s, shares will be transferred from treasury stock or new shares will be issued in the capital of the Company on the terms and conditions described in the Comvita Limited Performance Share Rights Scheme. The shares will be transferred or issued (as applicable) for no consideration and will be credited as fully paid up. One PSR will convert into one ordinary share upon vesting and

1 The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

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will rank equally with all other
ordinary shares on issue.
PSRs do not entitle the holder to
receive dividends or other
distributions, or vote in respect
of CVT ordinary shares. Holders
of PSRs cannot transfer or grant
security interests over them.
Reason for issue/acquisition/redemption and specific Offer to Company Executives
authority for issue/acquisition/redemption/ (the reason for under the Comvita Limited
change must be identified here) Performance Share Rights
Scheme to incentivise
executives.
Total number of Financial Products of the Class after the Quoted Ordinary Shares remain
issue/acquisition/redemption/Conversion (excluding Treasury unchanged at 69,779,952.
Stock) and the total number of Financial Products of the Performance Share Rights
Class held as Treasury Stock after the issued total 121,913.
issue/acquisition/redemption.
Partly Paid Shares issued total
1,228,125.
In the case of an acquisition of shares, whether those shares N/A
are to be held as treasury stock
Specific authority for the issue, acquisition, or redemption, Directors Resolution
including a reference to the rule pursuant to which the issue, Listing Rule 4.6.1
acquisition, or redemption is made
Terms or details of the issue, acquisition, or redemption (for In accordance with the terms of
example: restrictions, escrow arrangements) the Comvita Limited
Performance Share Rights
Scheme
Date of issue/acquisition/redemption [2] 25/09/2020
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement David Banfield
Contact person for this announcement David Banfield
Contact phone number 027 234 7011
Contact email address Investor.Relations@comvita.com
Date of release through MAP 25/09/2020
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