I am a shareholder – what do I need to do next?

All shareholders are encouraged to review the Scheme materials carefully and ensure they have their say by voting ahead of, or at, the Scheme meeting.

How do I vote and when does voting close?

You can cast your vote in the following ways:

1. Ahead of the Scheme meeting - no later than 2.00pm on 12th of November 2025.

• Submit your vote online - go to https://nz.investorcentre.mpms.mufg.com/voting/CVT and enter your CSN/Holder Number (CSN/HRN) and Authorisation Code (FIN) for secure access; or
• Via email or post - complete and return the personalised Voting/Proxy Form.

2. At the Scheme Meeting - to be held in online and in-person at 2.00pm 14th November 2025

• Attend the Scheme Meeting online at www.virtualmeeting.co.nz/cvtsm25. You will require your CSN/Holder Number for verification purposes; or
• Attend the Scheme meeting in person and vote at the venue.

Please see this page of the Scheme website for details on how to vote or see pages 15 – 17 of the Scheme Booklet.

Can I vote ahead of the Scheme meeting?

Yes. Shareholders can pre-vote ahead of the scheme meeting online at https://nz.investorcentre.mpms.mufg.com/voting/CVT by 2.00pm on 12 November 2025.

When and where is the scheme meeting?

The Scheme Meeting will be held at:
Time: 2.00pm (NZT)
Date: Friday, 14 November 2025
Where - In person: MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland, New Zealand
Where - Virtual/online: www.virtualmeeting.co.nz/cvtsm25 (MUFG Pension & Market Services’ virtual meeting platform)
User Guide: To virtual meeting platform (from MUFG)

See the Notice of Meeting in section 2 of the Scheme Booklet for more details.

If successful, when would the Scheme complete?

If successful, the target completion date is early December 2025 and shareholders would be paid the Scheme Consideration of $0.80c per share at this time.

How do I find my Authorisation Code (FIN) for secure access?

Your Authorisation Code (FIN) would have been sent to you via post when your Common Shareholder Number (CSN) or Holder Number (HRN) was created for you. If you have lost your FIN and require a replacement, please contact the share registrar via the Shareholder Information Line on 0800 990 057 (within NZ) or +64 9 375 5998 (if you’re outside of NZ).

I have a question - who can I talk to?

For any queries related to the Scheme, please call the Shareholder Information Line:
NZ: 0800 990 057
Overseas: +64 9 375 5998
Available between: 8.30am and 5.00pm (New Zealand time), Monday to Friday

Alternatively, you can contact the Share Registrar for Comvita Limited, MUFG Pension & Market Services (NZ) Limited, on the details below.
Email: meetings.nz@cm.mpms.mufg.com
Website: www.mpms.mufg.com

How did the Scheme come about?

The Scheme is the result of an extensive, multi-year strategic review and competitive process undertaken to assess all options available to the company in the face of sustained sector, structural, and financial pressures.

Recent years have been challenging for Comvita and its shareholders, with softer market conditions and the demands of a complex turnaround weighing on performance. The Board recognises the impact this has had and the importance of providing a clear, decisive path forward.

The Mānuka honey industry continues to face oversupply, pricing volatility, and intense competition - requiring capital strength and scale beyond Comvita’s current position. Despite significant efforts to reduce costs and protect brand strength, these measures alone are not sufficient to deliver long-term sustainability.

Comvita’s lenders have provided short-term accommodation. However, the company faces material refinancing risks and uncertainty around its ability to fund operations beyond early 2026. A longer-term solution is critical.

Working with its independent advisers, the Board evaluated all strategic alternatives, including competing take-private proposals, capital raising, and subordinated debt issuance. E ach carried greater execution risk, potential dilution, or less favourable terms.

After careful evaluation, the Board concluded that the Scheme represents the best available outcome for shareholders - providing a defined and immediate cash return without the risks and uncertainty of a prolonged standalone recovery.

Why is the Board recommending the Scheme?

After evaluating all available options with its advisers, the Comvita Board unanimously recommends that shareholders vote in favour of the Scheme, in the absence of a Superior Proposal.

In the face of sustained sector, structural, and financial pressures, it offers immediate liquidity and a defined outcome. It enables shareholders to realise full cash value now, rather than face the risks and extended timeframes of a standalone turnaround or alternative options such as a capital raise or refinancing, which would likely be more complex and dilutive.

The Board believes the Scheme provides fair value for shareholders. The Scheme price of NZ$0.80 per share represents a significant premium to recent trading levels and is within the Independent Adviser’s assessed valuation range of NZ$0.70 to NZ$0.92 per share, and near the mid-point of that range.

If the Scheme does not proceed, Comvita faces material refinancing risks and ongoing uncertainty around its ability to fund operations beyond early 2026. Existing banking waivers expire on 31 December 2025, and scheduled repayments totalling NZ$59 million fall due in early 2026.

Is NZ$0.80c a fair price for Comvita shares?

The Board believes the Scheme provides fair value for shareholders in the face of ongoing sector, structural and financial challenges. The Scheme Consideration of NZ$0.80 per share is within the Independent Adviser’s assessed valuation range of NZ$0.70 to NZ$0.92 per share, and near the mid-point of that range. The price represents a premium to recent trading: 67% to the last closing share price and 56% to Comvita’s 90-day VWAP (as at close of trading on 15 August 2025). [VWAP = value weighted average price.]

Please also refer to Annexure A: Independent Adviser’s Report within the Scheme Booklet.

What happens if shareholders don't approve the Scheme?

Without the Scheme, and in the absence of a Superior Proposal, Comvita faces material refinancing risks and ongoing uncertainty around its ability to fund operations beyond early 2026. Existing banking waivers expire on 31 December 2025, and scheduled repayments totalling NZ$59 million fall due in early 2026.

If the Scheme is not approved, Comvita would need to consider alternative options such as a capital raise or refinancing. However, there is no certainty either could be completed successfully, and any such options would likely be on less favourable terms and could dilute existing shareholder interests. Even if successfully executed, these alternatives would not provide the same certainty, speed, or value as the Scheme and would leave ongoing uncertainty around the time and extent to which a turnaround could be achieved.

What are the key conditions of the Scheme?

The Scheme is subject to a number of conditions, including:

• Shareholder approval: Comvita shareholders must approve the Scheme at the Scheme Meeting on Friday, 14 November 2025. To be approved, both of the following thresholds must be met:
  o At least 75% of votes cast by shareholders in each interest class who are entitled to vote and who actually vote must be in favour; and
  o More than 50% of the total number of votes attached to all Comvita shares that are able to be cast (whether or not actually cast) must be in favour.
• High Court approval: Following shareholder approval, the High Court must approve the Scheme.
• Other customary conditions: These include no material adverse change and no “prescribed occurrences.”
• No Superior Proposal: The Scheme is conditional on no Superior Proposal being received before shareholder approval.

Who is Florenz?

Florenz is a subsidiary of Christchurch-based Masthead Limited, which has a strong track record of building world-class businesses over the past four decades.

Florenz was established to develop New Zealand’s largest health and wellness export business. Florenz operates as a holding entity for several high-impact New Zealand natural health and wellness brands, all positioned to serve global markets:

• Wedderspoon Organic – North America’s top-selling Mānuka honey wellness brand, stocked in over 23,000 stores, spanning products from honey jars to lip balms and lozenges Xtend-Life – A vitamins and supplements exporter with customers across over 90 countries
• 2before Performance Nutrition – An advanced science-based pre-workout solution derived from New Zealand blackcurrants, used by Olympians and athletes across the NBA, NFL, and NRL
• Dry Food New Zealand – A majority-owned manufacturing specialist in nutraceutical and functional food ingredients, offering end-to-end services from drying to packing

Florenz has a one third stake in iconic Harker Herbals, a minority-owned, iconic herbal remedies brand producing liquid herbal supplements for more than 40 years. It has a growing global footprint and is now entering the United States market alongside existing international sales.

See https://www.florenz.nz/ for more information on Florenz.