COMVITA LIMITED AND GROUP FINANCIAL STATEMENTS

Transcription

1 COMVITA LIMITED AND GROUP FINANCIAL STATEMENTS For the year ended 31 March 2015

2 Comvita Financial Statements P2 CONTENTS P4 DIRECTORS DECLARATION P5 INCOME STATEMENT P6 STATEMENT OF COMPREHENSIVE INCOME P7 STATEMENT OF CHANGES IN EQUITY P8 STATEMENT OF FINANCIAL POSITION P9 STATEMENT OF CASH FLOWS P10 P52 AUDIT REPORT P53 STATUTORY INFORMATION P58 COMPANY DIRECTORY

3 Comvita Financial Statements P4 DIRECTORS DECLARATION In the opinion of the directors of Comvita Limited, the financial statements and the notes, on pages 5 to 51: comply with New Zealand generally accepted accounting practice and give a true and fair view of the financial position of the Group as at 31 March 2015 and the results of their operations and cash flows for the year ended on that date have been prepared using appropriate accounting policies, which have been consistently applied and supported by reasonable judgements and estimates. The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of the financial position of the Group and facilitate compliance of the financial statements with the Financial Reporting Act 2013 and the Financial Markets Conduct Act The directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements. The directors are pleased to present the financial report, incorporating the financial statements of Comvita Limited for the year ended 31 March For and on behalf of the Board of Directors: INCOME STATEMENT Comvita Financial Statements P5 For the year ended 31 March * Note Revenue 5 152, ,283 Cost of sales (81,150) (54,924) Gross profit 71,552 60,359 Other income 5 6,050 3,302 Selling and marketing expenses (34,388) (28,488) Administrative expenses 8 (16,972) (14,960) Distribution expenses (6,148) (5,645) Research and development expenses (2,826) (2,915) Operating profit before financing costs 17,268 11,653 Finance income ,305 Finance expenses 6 (3,994) (1,869) Net finance costs (3,668) (564) Share of profit of equity accounted associates Profit before income tax 14,489 11,101 Income tax expense 9 (4,245) (3,129) Profit for the year 10,244 7,972 Attributable to: Equity holders of the Company 10,542 8,151 Non-controlling interest (298) (179) Neil Craig Luke Bunt 21 May May 2015 Earnings per share: Basic earnings per share (NZ cents) Diluted earnings per share (NZ cents) *Refer note 13(c) The notes on pages 10 to 51 are an integral part of these financial statements

4 Comvita Financial Statements P6 Comvita Financial Statements P7 For the year ended 31 March STATEMENT OF COMPREHENSIVE INCOME Note Foreign currency translation differences for foreign operations 18 (27) (5,826) Effective portion of changes in fair value of cash flow hedges (2,717) 568 Net change in fair value of available-for-sale financial assets 14b (2,892) 183 Foreign investor tax credits received Income tax on income and expense recognised directly in other comprehensive income Income and expense recognised directly in other comprehensive income (4,698) (3,997) Profit for the year 10,244 7,972 Total comprehensive income for the year 5,546 3,975 Attributable to: Equity holders of the Company 5,844 4,154 Non-controlling interest (298) (179) The notes on pages 10 to 51 are an integral part of these financial statements STATEMENT OF CHANGES IN EQUITY For the year ended 31 March Share capital Foreign currency translation reserve Hedging reserve Fair value reserve Retained earnings Total Noncontrolling interest Balance at 1 April 2013 as reported 60, ,111 14,879 81,871 (13) 81,858 Restatement of bees (note 13(c)) Balance at 1 April 2013 ()* 60, ,111 15,406 82,398 (13) 82,385 Total comprehensive income for the year Profit for the year ,151 8,151 (179) 7,972 Other comprehensive income (net of tax): Foreign investor tax credits received Foreign currency translation differences for foreign operations - (4,660) (4,660) - (4,660) Effective portion of changes in fair value of cash flow hedges Net change in fair value of available-for-sale financial assets Total other comprehensive income - (4,660) (3,997) - (3,997) Total comprehensive income for the year - (4,660) ,232 4,156 (179) 3,975 Transactions with owners, recorded directly in equity Share based payment (note 7) Issue of ordinary shares - private placement 8, ,862-8,862 executive share scheme employee share purchase scheme Dividend paid (note 18) (3,983) (3,983) - (3,983) Total transactions with owners 9, (3,734) 5,720-5,720 Balance at 31 March 2014 () 70,062 (4,529) 551 6,286 19,904 92,274 (192) 92,082 Balance at 1 April 2014 as reported 70,062 (4,529) 551 6,286 19,021 91,391 (192) 91,199 Restatement of bees (note 13(c)) Change in accounting policy (note 13(c)) (64) (64) - (64) Balance at 1 April 2014 ()* 70,062 (4,529) 551 6,286 19,904 92,274 (192) 92,082 Total comprehensive income for the year Profit for the year ,542 10,542 (298) 10,244 Other comprehensive income (net of tax): Foreign investor tax credits received Foreign currency translation differences for foreign operations - (88) (88) - (88) Effective portion of changes in fair value of cash flow hedges - - (1,945) - - (1,945) - (1,945) Net change in fair value of available-for-sale financial assets (2,771) - (2,771) - (2,771) Total other comprehensive income - (88) (1,945) (2,771) 107 (4,698) - (4,698) Total comprehensive income for the year - (88) (1,945) (2,771) 10,649 5,845 (298) 5,546 Transactions with owners, recorded directly in equity Share based payment (note 7) Issue of ordinary shares renounceable rights offer (note 18) 24, ,357-24,357 executive share scheme employee share purchase scheme Issue expenses related to the issues of shares (342) (342) - (342) Dividend paid (note 18) (3,976) (3,976) - (3,976) Total transactions with owners 24, (3,666) 21,050-21,050 Balance at 31 March ,778 (4,617) (1,394) 3,515 26, ,169 (490) 118,679 * Refer note 13(c) The notes on pages 10 to 51 are an integral part of these financial statements Total

5 Comvita Financial Statements P8 Comvita Financial Statements P9 STATEMENT OF FINANCIAL POSITION As at 31 March * Note Assets Property, plant and equipment 11 43,550 35,619 Biological assets 13 4,867 3,555 Intangible assets and goodwill 12 43,112 40,558 Other investments 14 12,414 12,665 Investments in equity accounted investees 14 1, Deferred tax asset Total non-current assets 106,615 93,277 Inventory 15 44,519 27,156 Trade receivables 16 24,997 18,564 Sundry receivables 17 3,898 3,798 Cash and cash equivalents 20 19,420 2,865 Derivatives ,832 Tax receivable Total current assets 93,107 55,469 Total assets 199, ,746 Equity Issued capital 18 94,778 70,062 Retained earnings 26,887 19,904 Reserves (2,496) 2,308 Non-controlling interest (490) (192) Total equity 118,679 92,082 Liabilities Loans and borrowings 20 43,483 28,800 Deferred revenue 23 4,131 5,190 Deferred tax liabilities ,138 Employee benefits Total non-current liabilities 48,625 35,388 STATEMENT OF CASH FLOWS For the year ended 31 March Note Receipts from customers 148, ,192 Payments to suppliers and employees (129,167) (100,845) Interest received Interest paid (2,961) (1,870) Taxation received - 1,863 Taxation paid (4,513) (2,915) Net cash flows from operating activities 25 11,970 8,521 Payment for acquisitions 24 (17,122) (483) Payment for the purchase of property, plant and equipment 11 (8,897) (11,301) Receipt for the disposal of property, plant and equipment Payment for the purchase of biological assets (65) (853) Receipt of dividend from associate 18 - Payment for Derma Warrants 14 (1,734) - Payment for the purchase of intangibles 12 (5,002) (3,840) Net cash flows from investing activities (32,454) (16,325) Proceeds from the issue of share capital 18 25,065 9,454 Payment for share capital issue expenses (342) - Proceeds from loans and borrowings 20 16,974 7,400 Repayment of loans and borrowings 20 (817) (8,261) Loans received from related parties Payment of dividends 18 (3,976) (3,983) Net cash flows from financing activities 36,904 4,715 Net increase/(decrease) in cash and cash equivalents 16,420 (3,089) Cash and cash equivalents at the beginning of the year 2,865 5,998 Effect of exchange rate fluctuations on cash held 135 (44) Cash and cash equivalents at the end of the year 19,420 2,865 Represented as: Cash and cash equivalents 19,420 2,865 Total 19,420 2,865 Trade and other payables 22 21,556 14,849 Employee benefits 19 5,292 3,850 Deferred revenue 23 1,057 1,057 Tax payable Loans and borrowings 20 2, Derivatives 29 2,137 - Total current liabilities 32,418 21,276 Total liabilities 81,043 56,664 Total equity and liabilities 199, ,746 * Refer note 13(c) The notes on pages 10 to 51 are an integral part of these financial statements The notes on pages 10 to 51 are an integral part of these financial statements

6 Comvita Financial Statements P10 1. REPORTING ENTITY Comvita Limited (the Company ) is a company domiciled in New Zealand, and registered under the Companies Act 1993 and listed on the New Zealand Stock Exchange ( NZX ). The Company is an issuer in terms of the Financial Reporting Act 2013 and Financial Markets Conduct Act The financial statements of the Group for the year ended 31 March 2015 comprise the Company and its subsidiaries (together referred to as the Group ) and the Group s interest in associates. The principal activity of the Group is that of manufacturing and marketing quality natural health products and apiary ownership and management. 2. BASIS OF PREPARATION (a) Statement of compliance The Company is a FMC reporting entity for the purposes of the Financial Reporting Act 2013 and the Financial Market Conduct Act Both these Acts have become effective for financial years beginning on or after 1 April 2014, and the Financial Reporting Act 1993 was repealed with effect from this date. These Financial Statements comply with these Acts and have been prepared in accordance with the New Zealand Equivalents to International Financial Reporting Standards as appropriate for profit oriented entities. The financial statements were approved by the Board of Directors on 21 May (b) Basis of measurement The financial statements have been prepared on the historical cost basis except for derivative financial instruments, financial instruments classified as available-for-sale and biological assets which are measured at fair value. (c) (d) The methods used to measure fair values are discussed further in the respective notes. Functional and presentation currency These financial statements are presented in New Zealand dollars ($), which is the Company s functional currency. Amounts have been rounded to the nearest thousand. Use of estimates and judgements The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes: Note 13 valuation of biological assets Note 10 recoverability of deferred tax assets Note 12 measurement of recoverability of cash generating units Note 23 deferred revenue Note 24 acquisitions Note 26 measurement of share based payments 3. SIGNIFICANT ACCOUNTING POLICIES (a) (i) Comvita Financial Statements P11 (ii) (iii) (iv) (v) Basis of consolidation Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The Group measures goodwill at the acquisition date as: the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognised in profit or loss. Transactions costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Non-controlling interest The share of the net assets of controlled entities attributable to non-controlling interests is disclosed separately on the statement of financial position. In the income statement, the profit or loss of the Group is allocated between profit or loss attributable to non-controlling interest and profit or loss attributable to owners of the Company. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Associates are accounted for using the equity method (equity accounted investees). The consolidated financial statements include the Group s share of the income and expenses of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. Transactions eliminated on consolidation Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

7 Comvita Financial Statements P12 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (b) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in the income statement, except for differences arising on the retranslation of available-for-sale equity instruments. (ii) (c) (i) Foreign operations The assets and liabilities of foreign operations with currencies different to the Company including goodwill and fair value adjustments arising on acquisition, are translated to New Zealand dollars at exchange rates at the reporting date. The income and expenses of such foreign operations are translated to New Zealand dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to the income statement. Financial instruments Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through the income statement, any directly attributable transaction costs. A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group s obligations specified in the contract expire or are discharged or cancelled. Cash and cash equivalents comprise cash balances and demand deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Accounting for finance income and expense is discussed in note 3(o). 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Comvita Financial Statements P13 (ii) (d) Financial instruments (continued) Other non-derivative financial instruments Subsequent to initial recognition, other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment. Trade and other receivables Trade and other receivables are stated at their cost less impairment losses. Loans and borrowings Interest-bearing borrowings are classified as other non-derivative financial instruments. Trade and other payables Trade and other payables are stated at cost. Derivative financial instruments The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as financial instruments designated at fair value through the income statement. Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the hedging relationship (see below). Cash flow hedges Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised in other comprehensive income and presented in equity in the hedging reserve to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in the income statement. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in equity remains there until the forecast transaction occurs. The amount recognised in equity is transferred to the income statement in the same period that the hedged item affects the income statement. Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share entitlements are recognised as a deduction from equity. Available-for-sale financial assets The Group s investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign exchange gains and losses on available-for-sale monetary items are recognised in other comprehensive income, and presented in the fair value reserve within equity. Fair value is measured as the quoted bid price at the end of the reporting period. When an investment is derecognised, the cumulative gain or loss in equity is transferred to the income statement. Instruments at fair value through the income statement An instrument is classified as at fair value through the income statement if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through the income statement if the Group manages such investments and makes purchase and sale decisions based on their fair value. Upon initial recognition, attributable transaction costs are recognised in the income statement when incurred. Subsequent to initial recognition, financial instruments at fair value through the income statement are measured at fair value, and changes therein are recognised in the income statement. (e) (i) Repurchase of share capital When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. Property, plant and equipment Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

8 Comvita Financial Statements P14 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) (ii) (iii) Property, plant and equipment (continued) Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred. Depreciation Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings up to 50 years Plant and machinery 2 20 years Vehicles 4 10 years Office equipment, furniture and fittings 2 10 years Bearer plants 100 years Depreciation methods, useful lives and residual values are reassessed at the reporting date. Comvita Financial Statements P15 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (g) (v) (h) (i) Intangible assets and goodwill (continued) Amortisation Amortisation is recognised in the income statement on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Brands, patents and trademarks 3 10 years Capitalised development costs 2 5 years Software 3 10 years Leased assets Operating leases are not recognised on the Group s statement of financial position. Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. (f) Biological assets Biological assets are measured at fair value less point-of-sale costs, with any change therein recognised in the income statement. Point-of-sale costs include all costs that would be necessary to sell the assets. Agricultural produce from biological assets are transferred to inventory at its fair value, by reference to market prices for honey, less estimated point-of-sale costs at the date of harvest. The cost of items transferred from biological assets is their fair value less point-of-sale costs at the date of transfer. ( j) Impairment The carrying amounts of the Group s assets are reviewed at each reporting date to determine whether there is any objective evidence of impairment. (g) (i) (ii) Intangible assets and goodwill Goodwill Goodwill that arises on the acquisition of subsidiaries and other business combinations is presented within intangible assets. For measurement of goodwill at initial recognition refer to note 3(a)(i). Subsequent measurement Goodwill is measured at cost less accumulated impairment losses. Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement when incurred. (i) An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognised in the income statement. Impairment of available-for-sale equity instruments Equity instruments are deemed to be impaired whenever there is a significant or prolonged decline in fair value below the original purchase price. For this purpose prolonged is regarded as any period nine months or longer and significant as more than 20 percent of the original purchase price of the equity instrument. Any impairment below cost value of the asset is recognised through the income statement. Any subsequent recovery of an impairment loss in respect of an investment in an equity instrument classified as available-forsale is not reversed through the income statement. (iii) (iv) Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognised in the income statement when incurred. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the income statement when incurred. (ii) (iii) Impairment of receivables The recoverable amount of the Group s investments in receivables carried at amortised cost is calculated as the present value of estimated future cash flows. Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument basis. All individual instruments that are considered significant are subject to this approach. For trade receivables which are not significant on an individual basis, collective impairment is assessed on a portfolio basis based on number of days overdue, and taking into account the historical loss experience in portfolios with a similar amount of days overdue. Non-financial assets The carrying amounts of the Group s non-financial assets, other than inventories, biological assets and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

9 Comvita Financial Statements P16 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ( j) Impairment (continued) (iii) Non-financial assets (continued) The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. (k) (i) (ii) An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Employee benefits Long-term employee benefits The Group s net obligation in respect of long-term employee benefits (i.e long service leave) is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. Comvita Financial Statements P17 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (n) (o) (p) Lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Finance income and expenses Finance income comprises interest income on funds invested, foreign exchange gains, dividend income and gains on the disposal of available-for-sale financial assets that are recognised in the income statement. Interest income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the Group s right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Finance expenses comprise interest expense on borrowings, foreign exchange losses, unwinding of the discount on provisions, impairment losses recognised on financial assets (except for trade receivables) and losses on the disposal of available-for-sale financial assets that are recognised in the income statement. All borrowing costs are recognised in the income statement using the effective interest method. Income tax expense Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. (iii) (l) (i) A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-based payment transactions The grant date fair value of entitlements granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the entitlements. The amount recognised as an expense is adjusted to reflect the actual number of share entitlements that vest. Revenue Goods sold Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of risks and rewards vary depending on the individual terms of the contract of sale. For domestic sales, transfer usually occurs when the product is received at the customer s warehouse; however, for some international shipments transfer occurs upon loading the goods onto the relevant carrier. (q) Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised. Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share entitlements granted to employees. (ii) Royalties Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement. Royalties determined on a time basis are recognised on a straight-line basis over the period of the agreement. (r) Segments Segment results that are reported to the CEO include costs directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses. (iii) (iv) Management fee income Management fee income is recognised when the services have been performed. Deferred revenue Deferred income is recognised as revenue over the term of the expected benefits. (m) Government grants Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic basis in the same periods in which the expenses are recognised. (s) New standards and interpretations not yet adopted A number of new standards and interpretations are not yet effective as at 31 March 2015, and have not been applied in preparing these consolidated financial statements. These standards are not expected to have a material impact on the Group s financial statements. The relevant standards are: Standard Effective for Group reporting period ending on: NZ IFRS 15 Revenue from Contracts with Customers 31 March 2017 NZ IFRS 9 Financial Instruments 31 March 2018 The Group has not assessed the impact of these standards on the future financial statements.

10 Comvita Financial Statements P18 Comvita Financial Statements P19 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 4. SEGMENT REPORTING (CONTINUED) (t) (u) Changes in accounting policies Except as described below, the accounting policies applied in these consolidated financial statements are the same as those applied in the Group s consolidated financial statements as at and for the year ended 31 March The Group has early adopted the standard on Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41), including any consequential amendments to other standards, with a date of initial application of 1 April Comparatives During the year changes to the fair value measurement of bees and the changes in accounting policy for bearer plants has necessitated restatement of the comparative period reported, see note 13. Other than that there have been only minor presentation or classification changes in the current year. For the year ended 31 March Total reportable New Zealand* Australia* Asia* Europe* Medical segments Other segments Total Revenue 46,505 24,169 40,120 28,931 46,896 47,122 9,548 6,832 5,880 6, , ,054 3,753 2, , ,283 Contribution 18,710 11,320 10,756 8,816 5,305 4, ,251 2,647 39,759 27,385 1,218 1,997 40,977 29,382 Non attributable (other corporate expenses) (27,377) (18,293) Share of profit of equity accounted investees Net profit before tax 14,489 11,101 * These are not purely geographical segments and hence vary from the geographical segments presented below 4. SEGMENT REPORTING Segment information is presented in the financial statements in respect of the Group s contribution segments which are the primary basis of decision making. The contribution segment reporting format reflects the Group s management and internal reporting structure. Performance is measured based on contribution which is a measure of profitability that the segment contributes to the Group. Contribution is used to measure performance as management believes that such information is most relevant in evaluating the results of certain segments. Inter-segment pricing is determined on an arms-length basis. Each segment sells Comvita s range of products, except for the medical segment, see below. Comvita s range of products primarily include products with apiary and other natural ingredients. Apiary operations are an integral part of our total business and are represented over all segments. The Company is organised primarily by geographic location of its subsidiaries, such as New Zealand, Australia, Asia & Europe, except for the Medical segment, though this is primarily earned from Derma Sciences, Inc. which is an American based company. The Group has five reportable segments as described below: New Zealand Australia This segment captures both revenue and related costs for the New Zealand market, excluding exports. This segment captures both revenue and related costs for the Australian domestic market and includes nonintercompany revenue and costs from Comvita Australia Pty Limited. This segment excludes all ethical medical based revenue and costs as these are shown in their own segment. Geographical segments For the year ended 31 March Revenue Non-current assets Revenue Non-current assets Asia 46,948 8,551 47,461 8,472 Australia 39,978 29,983 28,396 31,384 New Zealand 48,233 51,808 25,043 37,312 United Kingdom 9,450 1,195 6,978 1,341 North America 7,679-7,405 - Other Countries Total 152,702 91, ,283 78,509 Investment in equity accounted investees 889 1, Total 153,591 93, ,295 78,594 Total reportable segment assets For the year ended 31 March Total assets for reportable segment 83,626 50,990 Other assets 12,414 12,665 Investment in equity accounted investees 1, Asia Europe Medical This segment captures both revenue and related costs of our Asian operations and customers. The Asian segment includes Hong Kong, Taiwan, Japan, China, Korea and Singapore. This segment captures both revenue and related costs for the United Kingdom and European markets. This segment excludes all ethical medical based revenue and costs as these are shown in their own segment. This segment is based over multiple geographical regions capturing both revenue and related costs for medical Manuka Honey based products. The main contributors to this segment are bulk medical honey sales, deferred revenue (note 23) and royalty payments received from Derma Sciences, Inc. Other unallocated assets 101,748 85,006 Consolidated total assets 199, ,746

11 Comvita Financial Statements P20 5. REVENUE Sales 149, ,563 Royalties 1,895 1,615 Deferred revenue released 23 1,059 1,056 Other Total revenue 152, ,283 Other income Note Change in fair value of biological assets and agricultural produce 4,755 2,668 Government grants Net gain on disposal of property plant & equipment Change in fair value of contingent consideration Total other income 6,050 3,302 Included within the change in fair value of biological assets and agricultural produce is $3.62m (2014: $2.1m) in relation to honey removed from the field but yet to be processed at year end. The fair value measurement for honey is categorised as a level 3 fair value based on the inputs to the valuation techniques used. Management have made judgements and estimates to measure the fair value. Honey is valued using the market comparison technique, in which the values are based on the market price of honey dependent on the type of tested honey and its UMF factor. To determine this value, management have made an estimation of the both the volume and quality of honey yet to be processed at balance date based on the year s production and historic yields. The final value of the honey could increase or decrease once all the processing has been finalised. 6. FINANCIAL INCOME AND EXPENSES Note 7. PERSONNEL EXPENSES Comvita Financial Statements P21 Wages and salaries 33,002 27,558 KiwiSaver employer contribution Movement in long-service leave provision 88 (13) Equity settled share based payment transactions Total personnel expenses 33,808 28, EXPENSES Administrative expenses The following items of expenditure are included in administrative expenses: Note Auditors remuneration: To KPMG for audit services (ii) To KPMG for tax services (iii) To KPMG for other services (iv) - 46 To Day Smith Hunter (UK auditors) Personnel expenses (i) 7 7,337 5,571 Depreciation (i) ,463 Amortisation (i) Insurance (i) Doubtful debts expense (19) 45 Bad debts written off Rental expense (i) Directors fees (v) Directors other costs 10 2 Other legal & professional expenses Loss on disposal of property, plant & equipment Donations Net foreign exchange gain 274 1,204 Interest income on bank deposits Interest income other - 65 Dividend income 18 5 Finance income 326 1,305 Interest expense on financial liabilities measured at amortised cost (2,960) (1,834) Net loss in fair value of derivatives designated at fair value through the income statement Derma Science, Inc. warrants (1,013) (30) Other (21) (5) Finance expense (3,994) (1,869) Net finance costs (3,668) (564) (i) (ii) (iii) (iv) (v) Only the portion of this expense which is included in administrative expenses Audit services include fee for annual audit of the financial statements and the review of the interim financial statements Tax services is for tax compliance and advisory work Other services include fees for due diligence services Refer to Statutory Information

12 Comvita Financial Statements P22 Comvita Financial Statements P23 9. INCOME TAX EXPENSE IN THE INCOME STATEMENT Current tax expense Current year 3,650 2,433 Adjustment for prior periods 456 (87) Total current income tax expense 4,106 2,346 Deferred tax expense Origination and reversal of temporary differences Total deferred income tax expense Total income tax expense 4,245 3,129 Reconciliation of effective tax rate Profit for the year 10,244 7,972 Total income tax expense 4,245 3,129 Profit excluding income tax 14,489 11,101 Income tax using the Company s domestic tax rate of 28% (2014: 28%) 4,057 3,108 Effect of tax rates in foreign jurisdictions * (57) (64) Non-deductible expenses Additional foreign portfolio income Tax exempt income (581) (331) Research and development tax credits (162) (132) Under/(over) provided in prior periods 157 (87) Total income tax expense 4,245 3,129 * Subsidiaries registered in foreign jurisdictions have different tax rates. The main differences are Australia with a tax rate of 30%, Hong Kong 16.5%, United Kingdom 21%, United States 15% and Korea 22%. Income tax recognised directly in other comprehensive income Derivatives 772 (158) Available-for-sale financial assets 121 (8) Other items (62) 1,163 Total income tax recognised directly in other comprehensive income Imputation credit account Imputation credits available for use in subsequent reporting periods 3,935 1,466 Inland Revenue Tax Audit The 2010 to 2012 income tax returns for two New Zealand entities are currently under Inland Revenue audit. 10. DEFERRED TAX ASSETS AND LIABILITIES Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net Property, plant & equipment - - (1,326) (1,190) (1,326) (1,190) Biological assets - - (686) (368) (686) (368) Available-for-sale financial - - (115) (236) (115) (236) assets Inventories - 98 (635) - (635) 98 Derivatives (220) 553 (220) Investments 1,170 1, ,170 1,232 Other items Tax loss carry-forwards Tax assets/(liabilities) 2,837 1,671 (2,762) (2,014) 75 (343) Set off of tax (2,099) (876) 2, Net tax assets/(liabilities) (663) (1,138) 75 (343) The utilisation of tax loss carry-forwards is dependent on expected future taxable profits in excess of the profits from the reversal of existing taxable temporary differences. This recognition is based on current budgets and financial forecasts completed by management. Movement in temporary differences during the year 2015 Balance 1 April 2014 Recognised in the income statement Recognised in other comprehensive income Recognised from acquisitions Balance 31 March 2015 Property, plant & equipment (1,190) (312) (1,326) Biological assets (368) (318) - - (686) Available-for-sale financial assets (236) (115) Derivatives (220) Investments 1,232 - (62) - 1,170 Inventories 98 (731) - - (633) Other items Tax loss carry-forwards Total (343) (139) 831 (274) Balance 1 April 2013 Recognised in the income statement Recognised in other comprehensive income Recognised from acquisitions Balance 31 March 2014 Property, plant & equipment (1,174) (16) - - (1,190) Biological assets (235) (133) - - (368) Available-for-sale financial assets (228) - (8) - (236) Derivatives (62) - (158) - (220) Investments 69-1,163-1,232 Inventories 862 (764) Other items 279 (46) Tax loss carry-forwards 136 (28) Total (353) (987) (343)

13 Comvita Financial Statements P24 Comvita Financial Statements P DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED) 11. PROPERTY, PLANT & EQUIPMENT Movement in unrecognised deferred tax assets and liabilities during the year 2015 Balance 1 April 2014 Additions Recognition Exchange rate Balance 31 March 2015 Land Buildings Owned plant & machinery Cost Vehicles Bearer Plants Office equipment, furniture & fittings Capital WIP Total Tax losses 1, ,482 Intangible Assets Total 1,090 1, , Balance 1 April 2013 Additions Recognition Exchange rate Balance 31 March 2014 Tax losses 1, ,090 Total 1, ,090 Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: Tax loss carry-forwards 1,482 1,090 Intangible Assets Total 2,244 1,090 The tax loss carry-forwards do not expire under current tax legislation. Balance at 1 April 2013 () 5,108 9,535 11,382 1,025 5,223 4, ,029 Additions through acquisitions Other additions 2,308 3,271 4, ,070 (304) 12,364 Transfer to biological assets (note 13) - - (75) (75) Disposals (13) (348) (186) (2) - (308) - (857) Effect of movements in exchange rates (370) (195) (261) (30) (757) (93) - (1,706) Balance at 31 March 2014 () 7,033 12,263 15,734 1,763 5,113 4, ,027 Additions through acquisitions 889 1,124 3, ,398 Other additions 157 2,113 5, ,701 Transfers 100 (633) Disposals - (67) (1,858) (49) - (150) - (2,124) Effect of movements in exchange rates (97) (51) (87) (8) (228) (199) Balance at 31 March ,082 14,749 22,228 2,345 5,128 6, ,803 Depreciation Balance at 1 April (2,112) (4,292) (378) - (2,581) - (9,363) Depreciation for the year - (304) (1,232) (251) (58) (770) - (2,615) Disposals Effect of movements in exchange rates Balance at 31 March (2,323) (5,328) (623) (58) (3,076) - (11,408) Additions through business acquisitions - (11) (1,539) (32) - (124) - (1,706) Depreciation for the year - (708) (1,712) (361) - (978) - (3,759) Transfers - (20) (4) - - Disposals , ,728 Effect of movements in exchange rates (182) - (108) Balance at 31 March (2,988) (7,028) (964) (54) (4,219) - (15,253) Carrying amount At 31 March ,108 7,423 7, ,223 1, ,666 At 31 March ,033 9,940 10,405 1,140 5,055 1, ,619 At 31 March ,082 11,761 15,200 1,381 5,074 1, ,550 Depreciation charge in the income statement Depreciation is allocated to cost of sales, selling and marketing expenses, distribution expenses, research and development expenses and administrative expenses.

14 Comvita Financial Statements P26 Comvita Financial Statements P INTANGIBLE ASSETS AND GOODWILL Goodwill Brands, patents, Software Total trademarks Cost Balance at 1 April ,320 9,219 4,487 51,026 Additions through acquisitions Other additions ,253 3,876 Written off during the year - (187) - (187) Effect of movements in exchange rates (3,563) (158) (20) (3,741) Balance at 31 March ,986 9,497 7,720 51,203 Additions through acquisitions Other additions ,330 4,840 Written off during the year - - (754) (754) Effect of movements in exchange rates (807) (41) 8 (840) Balance at 31 March ,474 9,966 11,407 54,847 Amortisation and impairment losses Balance at 1 April 2013 (626) (6,119) (2,676) (9,421) Amortisation for the year - (592) (935) (1,527) Written off during the year Effect of movements in exchange rates Balance at 31 March 2014 (626) (6,413) (3,606) (10,645) Additions through acquisitions - - (92) (92) Amortisation for the year - (555) (1,222) (1,777) Written off during the year Effect of movements in exchange rates - 36 (11) 25 Balance at 31 March 2015 (626) (6,932) (4,177) (11,735) Carrying Amount At 31 March ,694 3,100 1,811 41,605 At 31 March ,360 3,084 4,114 40,558 At 31 March ,848 3,034 7,230 43, INTANGIBLE ASSETS AND GOODWILL (CONTINUED) Impairment testing for cash-generating units containing goodwill (CGU) For the purpose of impairment testing, goodwill is allocated to the Group s operating divisions which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each CGU are as follows: Medical 7,349 7,591 Australia * 15,217 15,924 Hong Kong ** 7,853 7,753 United Kingdom *** 2,072 2,025 Other Total goodwill 32,848 33,360 * this CGU is within the Australia segment (refer note 4) ** this CGU is within the Asia segment (refer note 4) *** this CGU is within the UK segment (refer note 4) The Group has changed the source of the future cash flows for the Olive Products CGU this year, due to a change in management accounts preparation for the Australian business, the current method is the lowest level at which management monitor goodwill. The recoverable amounts of each of the above CGU s are the greater of their values in use and their fair values less costs to sell. In assessing the values in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets. Cash flows were projected on actual operating results and the 5-year business plan. Value in use was determined by discounting the future cash flows generated from the continuing use of the unit and were based on the following key assumptions: Anticipated annual revenue growth included in the cash flow projections for the combined four CGU s (normalised) for the years 2016 to % to 23% 5.0% to 27.5% Pre-tax discount rate 12.5% to 14.3% 13.2% to 16.0% Discount rate based on the average weighted cost of capital which was based on debt leveraging of: 21% 25% at a cost of debt rate of: 5% 6.4% Terminal growth rate applied beyond March % and 3.0% 2.5% and 3.0% Amortisation charge in the income statement Amortisation is allocated to cost of sales, selling and marketing expenses, distribution expenses, research and development expenses and administrative expenses.

15 Comvita Financial Statements P28 Comvita Financial Statements P BIOLOGICAL ASSETS Total Olive Leaf Bees 4,358 3,022 Total biological assets 4,867 3, BIOLOGICAL ASSETS (CONTINUED) The Group is exposed to a number of risks related to owning bees, primarily the risk of damage from climatic changes and diseases. The Group has processes in place aimed at monitoring and mitigating those risks, through hiring of experienced bee keepers, the intensive maintenance of bee hives and disease prevention programmes. Fair value hierarchy The Group s bees are level 3 on the fair value hierarchy, being calculations for which inputs are not based on observable market data (unobservable inputs). (a) Olive Leaf As the bee hives are continually regenerating the fair value assigned to a hive is on a $ per kg basis, plus queen and brood. The value attributed to these quantities has been sourced from the Ministry of Primary Industries. The value assigned is In New Zealand Dollars Balance at beginning of the year Effect of movements in exchange rates (24) (90) Balance at the end of the year The Group is exposed to a number of risks related to leaf on the olive trees, primarily the risk of damage from climatic changes, diseases, fire, other natural forces and lack of water. The Group has processes in place aimed at monitoring and mitigating those risks, through rainfall and temperature monitoring, the maintenance of property fire breaks, regular fire drills, pest and disease spraying programmes and through access to dam and bore water supplies located on the property. Fair value hierarchy The Group s biological assets are level 3 on the fair value hierarchy, being calculations for which inputs are not based on observable market data (unobservable inputs). The fair value of leaf is determined by reference to the costs incurred to maintain and grow the leaf crop. Change in accounting policy On 30 June 2014, Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41) was issued. Bearer plants (but not the produce on bearer plants) are now in scope of NZ IAS 16 Property, Plant and Equipment and can therefore be measured at cost. The amendments are effective for annual periods beginning on or after 1 January 2016, with earlier adoption permitted. The Group have opted to early adopt this standard and in accordance with the standard, the fair value of the olive trees at 1 April 2013 is deemed cost at that date. The impact of this change on the Group is shown in the table in Note 13 (c). (b) Bees Note Balance at beginning of the year 3,022 2,080 Increase due to new hives constructed Increase due to acquisitions Transfer from property, plant and equipment Decrease due to sales (462) (30) Increase due to fair value 1, Balance at the end of the year 4,358 3,022 (c) Average per hive Per queen Per brood 5 5 Total value Impact of restatement of bees In prior years, bees in hives that have been acquired through acquisitions had been valued at prevailing Ministry of Primary Industries (MPI) price per kg, whereas bees that have been organically grown (through hive splits) have been valued at the cost incurred to establish the new beehive. This was based on the assumption that the impact of biological transformation of the bee hive was not expected to be material. Management have carefully considered this approach and have determined that there is no differentiation between the source of the bees and all bees should have been valued consistently at each balance date regardless of source (acquired or organically grown). As a result of the change in fair value an increase of $1,316,000 has been made to the value of the bees as at 31 March 2014, of which $731,000 relates to 2013 and prior periods, and $585,000 to The impact of this change has been corrected by adjusting opening retained earnings at 1 April 2014 by $527,000 as the impact compounds from hives organically grown from 2008 onwards as well as the impact on the year ended 31 March 2014 of $420,000, which together mean the impact on 31 March 2014 retained earnings is $947,000. The other item to be affected in the statement of financial position is deferred tax liabilities which increased by $205,000 at 1 April 2013 and $368,000 in total as at 31 March The impact of this change on the group has been shown in the table below along with impact of the retrospective change in accounting policy for bearer plants (Note 13(a)). Number of operational hives Balance at beginning of the year 20,700 16,095 Increase due to acquisitions 3, Increase due to new hives constructed 6, Decrease due to sales (3,000) (250) Balance at end of the year 28,170 20,700

16 Comvita Financial Statements P30 Comvita Financial Statements P BIOLOGICAL ASSETS (CONTINUED) 14. OTHER INVESTMENTS (CONTINUED) (c) Impact of restatement of bees (continued) A summary of the changes from the change in accounting policy and impact of the change in fair value measurement of bees is shown below: As previously reported Remeasurement of bees Change in accounting policy Restated Group 1 April 2013 Statement of financial position items: Retained earnings (14,879) (527) - (15,406) Biological assets bees 1, ,080 Biological assets olive trees/leaf 5,846 - (5,223) 623 Property, plant & equipment cost bearer plants - - 5,223 5,223 Deferred tax liabilities (1,000) (205) - (1,205) Group 31 March 2014 Statement of financial position items: Retained earnings (19,021) (947) 64 (19,904) Biological assets bees 1,706 1,316-3,022 Biological assets olive trees/leaf 5,679 - (5,146) 533 Property, plant & equipment cost bearer plants - - 5,113 5,113 Accumulation depreciation bearer plants - - (58) (58) Deferred tax assets Deferred tax liabilities (770) (368) - (1,138) Kaimanawa Honey Limited Partnership (KHLP) The Group s ownership of KHLP is 50%. The Group s share of profit in its equity accounted investees for the year was a gain of $889,000. The earnings for 2015 are based on management accounts. The Limited Partnership agreement provides for distribution of the accounting profit as soon as funds are available after the profit for the year has been calculated. Each Partner is responsible for their share of the tax obligations. KHLP s principal business activity is hive ownership, extracting honey and other apiculture products to supply to Comvita New Zealand Limited. All transactions between Group entities and KHLP are at market rates. Also refer to related party note 30. Carrying value Movements in carrying value of equity accounted investees: Extracts NZ KHLP Balance at 1 April Share of profit Balance at 31 March ,849 - Summarised financial information for KHLP Revenue 1,307 - Net profit before tax 1,778 - Depreciation (18) - Income statement items: Change in fair value of biological assets 2, (33) 2,668 Depreciation bearer plants - - (58) (58) Income tax expense (2,992) (164) 27 (3,129) Profit for the year 7, (64) 7,972 Cash Current assets (including cash) 2,284 - Non-current assets 1,499 - Current liabilities (86) - There is no goodwill in the carrying value of equity accounted investees. EPS adjustment Basic earnings per share (NZ cents) Diluted earnings per share (NZ cents) OTHER INVESTMENTS Note Available-for-sale financial assets 14b 12,406 12,661 Investment in equity accounted investees 14a 1, Investments in unlisted shares 8 4 Total other investments 14,348 12,750 (a) Investment in equity accounted investees (associates) Extracts NZ Limited (ENZ) The Group s ownership of ENZ is 33% (2014: 33%). The Group s share of profit in its equity accounted investees for the year was $nil (2014: gain of $12,000). The earnings for 2015 are based on management accounts. (b) Available-for-sale financial assets Comvita Limited holds shares in Derma Sciences, Inc. is listed on the NASDAQ stock exchange. Number of shares held At beginning of the year 864, ,880 Warrants exercised during the year and converted to shares 233,333 - Number of shares at the end of the year 1,098, ,880 Share price (USD) Market value of share (NZD) 12,406,000 12,661,000 Fair value movement (Statement of comprehensive income) (NZD) (2,892,000) 183,000 Comvita Limited held warrants also, these were exercised in January 2015 for US$1,358,000. This transaction resulted in an increase in the number of shares held. ENZ s principal business activity is as a landlord, whereby it leases the land and buildings to Kiwi Extracts Limited (a subsidiary of the Group) at market rates.

17 Comvita Financial Statements P32 Comvita Financial Statements P INVENTORY Raw materials 27,722 14,722 Work in progress 4, Finished goods 12,241 12,166 Total inventory 44,519 27,156 Provision opening balance 1, Increase to provision 759 1,028 Write-off against provision (1,193) (581) Provision closing balance 746 1, TRADE RECEIVABLES Trade receivables 24,997 18,564 Total trade receivables 24,997 18,564 An impairment provision of $417,000 (2014: $226,000) in included in trade receivables, the movement in the provision was recognised in administrative expenses. 17. SUNDRY RECEIVABLES Prepayments 2,682 2,681 Other receivables 1,216 1,117 Total sundry receivables 3,898 3, CAPITAL AND RESERVES Ordinary and partly paid redeemable share capital In thousands of shares Note On issue at beginning of the year 31,715 29,097 Renounceable rights issue 6,861 - NZ Honey acquisition Issued to members of executive share scheme Issued to Derma Sciences, Inc. - 2,272 Issued to employee share purchase scheme Ordinary shares on issue at end of the year 39,431 31,715 Closing partly paid shares (note 26) 26 1,739 1,271 Total shares including part paid at end of the year 41,170 32, CAPITAL AND RESERVES (CONTINUED) Ordinary shares All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company s residual assets. Translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. The movement in the current year was a decrease of $27,000 (2014: decrease of $5,826,000), the significant change in 2014 financial year was primarily due to the movement in the Australian dollar from 0.80 at 31 March 2013 to 0.94 at 31 March Hedging reserve The hedging reserve comprises the cumulative change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Fair value reserve The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investment is derecognised or impaired. Renounceable rights issue In December 2014 the Company issued 6,861,000 shares for $3.55, proceeds of $24,357,000 were received. Dividends The following dividends were declared and paid by the Group: $0.08 per ordinary share in June 2014 (June 2013: $0.09) 2,635 2,676 $0.04 per ordinary share in December 2014 (Dec 2013: $0.04) 1,341 1,307 $0.12 per ordinary share total (2014: $0.13) 3,976 3, EMPLOYEE BENEFITS Accrued wages and salaries Annual leave 1, Long service leave Performance accrual 3,196 2,203 Total employee benefits 5,640 4,110 Classified as: Current liabilities 5,292 3,850 Non-current liabilities Total employee benefits 5,640 4,110 Employee benefits were greater for the year ended 31 March 2015 primarily due to the profit related portion of bonuses being accrued. In the year ending 31 March 2014 a small amount was accrued and paid. Balance scorecard bonuses have been accrued for in both years.

18 Comvita Financial Statements P34 Comvita Financial Statements P LOANS AND BORROWINGS 21. BANK OVERDRAFT This note provides information about the contractual terms of the Group s interest-bearing loans and borrowings. For more information about the Group s exposure to interest rate and foreign currency risk see note 29. Overdraft schedule Facility Local Currency Currency Interest rate Interest rate Drawn Amount Drawn Amount Current liabilities Secured bank loan 1,400 - Secured related party loan (note 30) Total current liabilities 2, Non-current liabilities Secured bank loans 43,483 28,800 Total non-current liabilities 43,483 28,800 Terms and debt repayment schedule Facility Local Currency Currency Nominal Interest rate Year of Maturity Carrying Carrying Amount Amount Secured bank loan Westpac NZ 18,383 NZD 5.50% Sept ,383 14,200 Multi option credit line Westpac NZ 51,300 NZD 5.24% Sept ,500 14,600 Secured related party loan 630 NZD (a) (a) Total borrowings 45,513 29,3 55 Less current portion of borrowings (2,030) (555) Borrowings Non current 43,483 28,800 (a) The related party loan is payable to The Department of Discovery Limited, refer note 30 for details of the relationship. The loan is repayable on demand and no interest is payable. The loan is secured by way of general security agreement over all present and future acquired assets of Comvita Tourism Partnership Limited. Covenants and security The group was in compliance with all banking covenants during the year and as at 31 March All debt with Westpac New Zealand Limited is secured by way of registered first and exclusive Composite Debentures and a General Security Agreement, cross collateralised, over all the assets, undertakings and uncalled capital of the Group and an interlocking supported guarantee between all Group companies. Additionally there are registered first mortgages over property situated in Paengaroa and Kerikeri, New Zealand and Queensland, Australia. The carrying value of the properties is $14,310,000 (2014: $12,205,000). Net debt Cash 19,420 2,865 Less Debt Current (2,030) (555) Less Debt Non-Current (43,483) (28,800) Net Debt (26,093) (26,490) Overdraft facility NZD Westpac NZ 750 NZD 10.39% 9.64% Overdraft facility GBP Westpac NZ 1,650 NZD 10.39% 9.64% - - Overdraft facility YEN Westpac NZ 500 NZD 10.39% 9.64% - - Total overdraft drawn TRADE AND OTHER PAYABLES Trade creditors 13,595 6,879 Accruals 7,680 7,851 Contingent consideration (note 24) Due to directors Total trade and other payables 21,556 14, DEFERRED REVENUE Opening balance 6,247 7,303 Released to the income statement (note 5) (1,059) (1,056) Closing balance 5,188 6,247 Classified as: Current liabilities 1,057 1,057 Non-current liabilities 4,131 5,190 Total deferred revenue 5,188 6,247 Deferred revenue resulted from the cash, shares and warrants received from Derma Sciences, Inc. in February 2010 for the exclusive worldwide rights to manufacture and sell Medihoney woundcare and skincare products to the professional and medical (ethical) market. The initial payment received for this Restraint of Trade was $7.5 million, being $3.3 million cash, $2.9 million shares and $1.3 million warrants. The total value is being amortised over 10 years, based on expected remaining useful life of patents. No further Restraint of Trade revenue payments have been received this year (2014:nil; 2013:$1.2 million in cash was received in December 2012 as a result of achieving agreed milestones under the Restraint of Trade contract).

19 Comvita Financial Statements P ACQUISITIONS On 1 July 2014 Comvita Limited acquired all of the shares of New Zealand Honey Limited ( NZ Honey ) for $17.3 million. The initial purchase price was $15.1 million in cash and the issue of 571,429 shares in Comvita Limited at a fair value of $3.82 per share. The shares are currently held in Escrow and were to be released to the New Zealand Honey Producers Co-Operative Limited ( Co-Op ) upon fulfilment of certain honey supply conditions. The final number of shares to be issued is variable depending on the level of honey supply volumes met, see (a) below. The fair values of the identifiable assets and liabilities acquired from NZ Honey as at date of acquisition were: Recognised fair values on acquisition Inventory 11,289 Trade receivables 3,179 Property, plant and equipment 2,512 Other assets 77 Intangible asset software 11 Intangible asset honey supply contracts 1,354 Tax payable 5 Trade and other payables (847) Deferred tax (274) Initial consideration paid or payable (see note 24(a)) 17,306 (a) Purchase price adjustment and change in fair value of contingent consideration Further to our market announcement of 20 April 2015 the shareholders of the Co-op voted in favor for the Co-op to cease trading, be wound up, surplus funds to be returned to shareholders and to enter into supply agreements directly with Comvita. As at 31 March 2015 it is estimated that 537,407 shares will be transferred back to Comvita Limited (effectively cancelled) with a balance retained as a deferred consideration of $129,965 (34,022 shares at $3.82 per share). The shares in escrow at 31 March 2015 are included in the earnings per share calculation in note July 2014 Effect of change in contingent consideration 31 March 2015 Net identifiable tangible assets and liabilities 15,952-15,952 Intangible assets 1,354 (1,354) - Consideration paid cash (15,123) - (15,123) Deferred consideration shares (2,183) 2,053 (130) Change in fair value of contingent consideration - (699) (699) (income statement, note 5) Comvita Financial Statements P RECONCILIATION OF THE PROFIT FOR THE YEAR WITH THE NET CASH FROM OPERATING ACTIVITIES Note Profit for the year 10,244 7,972 Adjustments for: Depreciation 11 3,759 2,615 (Gain)/loss on disposal of property, plant & equipment 5,8 (237) 340 Amortisation 12 1,777 1,527 Share based payments Release of deferred revenue 23 (1,059) (1,056) Fair value adjustment in biological assets 13 (1,134) (584) Net loss on fair value of derivatives (Derma warrants) 6 1, Net loss on fair value of derivatives (other) Share of profit equity accounted investees 14a (889) (12) Change in fair value of contingent consideration 5 (699) - Profit adjusted for non-cash items 13,106 11,086 Change in working capital items from acquisitions 24 13,456 - Change in working capital items from sale for in-kind contribution (KHLP) (201) - Change in trade payables relating to investing activities Change in working capital items from foreign currency translation reserve 934 (1,525) Foreign investor tax credits Change in inventories (17,363) (6,353) Change in trade receivables (6,433) (637) Change in sundry debtors and prepayments (100) (562) Change in trade and other payables 6,707 3,886 Change in employee benefits 1,530 1,096 Increase/(decrease) in tax payable (599) 1,625 Increase/(decrease) in deferred tax liability (418) (10) Movement of deferred tax in equity 1,050 (166) Net cash from operating activities 11,970 8,521 There were other non-material acquisitions during the period. (b) Cash consideration paid for acquisitions NZ Honey 15,123 - Other 1, Total (per Statement of Cash Flows) 17,

20 Comvita Financial Statements P38 Comvita Financial Statements P EXECUTIVE SHARE SCHEME Comvita Limited has established an Executive Employee Share Scheme called the Comvita Limited Partly Paid Share Scheme ( The Scheme ). The Scheme is designed to provide key employees with an opportunity to benefit from share price growth. A summary of the key points of the Scheme are as follows: Comvita will periodically offer the rights to acquire a certain number of ordinary shares to key employees. The issue price of the shares will be at fair value. When the offer is accepted Comvita will issue the shares to the Scheme Trustee (Comvita Share Scheme Trustee Limited, which is a subsidiary company) who will hold the shares on the employees behalf. The employee will pay 1 cent for each share at issue date. The partly paid shares will carry entitlements to voting rights, dividend rights and rights to share in surplus assets of Comvita to the extent that they are paid up. Shares that were issued from the 1st September 2009 are released from transfer restrictions in the following manner: On the 2nd anniversary of the issue date 50% will be released On the 3rd anniversary of the issue date 25% will be released On the 4th anniversary of the issue date 25% will be released The release of shares are subject to a share price hurdle threshold being met as described in the Scheme and certain vesting conditions, primarily ongoing service to the Group, and insider trading legislation and other applicable laws. On transfer the employee has to pay up the balance of the released shares. If the share price hurdle applicable to any shares is not met on or before each of their respective anniversary dates, the employee will not be able to pay up the balance of the released shares and they will receive back the initial payment for those shares not released and the associated shares are forfeited. Entitlements on issue at 31 March In thousands Number of entitlements Weighted average exercise price Number of entitlements Weighted average exercise price Entitlements outstanding at beginning of year 1, Entitlements granted during the year Entitlements forfeited during the year (35) 3.54 (25) 2.53 Entitlements converted to ordinary shares (note 18) (270) 2.49 (328) 1.61 Entitlements outstanding at end of year 1, , There are 43 (2014: 32) employees in the scheme. The number of entitlements at 31 March 2015 is 4.2% (2014: 3.9%) of total shares. On 10 April ,250 shares were forfeited, leaving the number of entitlements on issue at 1,577,750 and a total of 39 employees in the scheme. Fair Value of Share rights granted The Group s share based payments are level 2 on the fair value hierarchy, involving a combination of quoted (the Company s share price) and unquoted prices. The fair value of services received in return for share entitlements granted to employees is measured by reference to the fair value of shares. The estimate of the fair value of the services received is measured based on a Monte Carlo simulation model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. 26. EXECUTIVE SHARE SCHEME (CONTINUED) Fair value of share entitlements and assumptions Issue Date 03-Mar Apr Jul-13 5-Sep-14 Entitlements issued (number) 160, , , ,500 Entitlements on hand (at 31 March 2015) 38, , , ,500 Fair value at measurement date $0.23 $0.52 $0.59 $0.59 Share price at grant date $1.40 $2.60 $3.90 $3.65 Grant date 03-Mar Apr Jul-13 5-Sep-14 Exercise price $1.53 $2.65 $3.90 $3.67 Expected price volatility 39.7% 39.4% 26.5% 35.3% Share life (weighted average life of each tranche) 2-4 years 2-4 years 2-4 years 2-4 years Expected dividend yield 5.71% 2.50% 2.50% 4.20% Risk-free interest rate 5.43% 4.00% 4.00% 4.09% The expected volatility is based on analysing the historic volatility (calculated based on the weighted average remaining life of the share entitlements), adjusted for any expected changes to future volatility due to publicly available information. Share entitlements are granted under a service condition. Such conditions are not taken into account in the grant date fair value measurement of the services received. The grants in relation to key management personnel also contain a market condition relating to a share price hurdle. This condition has been taken into account in the grant date fair value measurement of the services received. Movement of entitlements on issue Movements in the number of shares outstanding under the scheme are as below: Year ended 31 March 2015 In thousands Forecast share price hurdle at * Balance at start of year Converted to ordinary shares Forfeited during year Balance at end of the year (number) Exercisable at end of the year (number) Grant date Expiry date Exercise price Granted 3/03/2011 3/03/ (39) /03/2011 3/03/ /04/2012 4/04/ (231) /04/2012 4/04/ (5) 111-4/04/2012 4/04/ (5) /07/ /07/ (13) /07/ /07/ (6) /07/ /07/ (6) 177-5/09/2014 5/09/ /09/2014 5/09/ /09/2014 5/09/ Total 1, (270) (35) 1, * The forecast share price hurdle calculation can change based on the WACC percentage used and future dividends paid.

21 Comvita Financial Statements P40 Comvita Financial Statements P EXECUTIVE SHARE SCHEME (CONTINUED) Movement of entitlements on issue (continued) Year ended 31 March 2014 In thousands Grant date Expiry date Exercise price Forecast share price hurdle at * Balance at start of year Granted Converted to ordinary shares Forfeited during year Balance at end of the year (number) Exercisable at end of the year (number) 4/07/2008 4/07/ (20) /08/2008 1/08/ (100) (4) - - 1/09/2009 1/09/ (130) (1) - - 3/03/2011 3/03/ (78) /03/2011 3/03/ /03/2011 3/03/ /04/2012 4/04/ (10) 231-4/04/2012 4/04/ (5) 116-4/04/2012 4/04/ (5) /07/ /07/ /07/ /07/ /07/ /07/ Total (328) (25) 1, * The forecast share price hurdle calculation can change based on the WACC percentage used and future dividends paid. 27. EMPLOYEE SHARE PURCHASE SCHEME In September 2001 the Company established a share purchase scheme to assist employees to become equity holders in the Company. A trust deed dated September 2001, amended April 2005, governs the operation of the scheme. Employees who have served continuously with the Company for a period of at least 12 months, are given the opportunity to subscribe for ordinary shares in the company from time to time. The scheme is governed by section DC12 of the Income Tax Act 2007, and received IRD approval. Employees who subscribe for shares pay for them over a three year period. An interest free loan is advanced by the Company. The issue price is the lesser of the market value on the date of the offer as quoted on the NZX website or the weighted average of the prices at which equivalent shares have been sold on an arms length basis between unrelated parties during the 20 business days immediately preceding the date at which such price is to be determined. There is a restrictive period of three years in respect of all shares purchased under the scheme. During the three year restrictive period, the shares are held by the trustees of the scheme on behalf of the participant. Employees that leave the Company within three years of issue of the shares are required to sell the shares back to the Company. The maximum value of any advance cannot exceed $2,340. Shares issued under the scheme have voting rights in proportion to the amount paid up, and entitlement to dividends. The Trustees of the scheme are appointed by the Board of Directors of the Company and remain in office until termination or resignation. At the reporting date the Trustees were Alan Bougen (Director) and Timothy McManaway (General Manager Financial Operations). Employees in the scheme Number of shares held 37,801 32,305 % of share capital 0.10% 0.10% Unallocated shares 1,296 - Market value of shares $151,204 $106, EARNINGS PER SHARE Basic earnings per share - weighted average number of ordinary shares In thousands of shares Issued ordinary shares at beginning of year 31,715 29,097 Effect of shares issued during the period 2,570 1,425 Weighted average number of ordinary shares at the end of the year 34,285 30,522 Basic earnings per share (NZ cents) Diluted earnings per share - weighted average number of ordinary shares (diluted) In thousands of shares Weighted average number of ordinary shares (basic) 34,285 30,522 Effect of stock entitlements issued Weighted average number of diluted shares at end of the year 34,605 31,254 Diluted earnings per share (NZ cents) The effect of stock entitlements is nil where the exercise price is higher than the average share price for the year, in accordance with NZ IAS 33 Earnings per share. 29. FINANCIAL INSTRUMENTS Overview Exposure to credit, liquidity and market risks arises in the normal course of the Company s business. This note presents information about the Group s exposure to each of the above risks, the Group s objectives, policies and processes for measuring and managing risk and the Group s management of capital. Further quantitative disclosures are included throughout these financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Group s risk management framework. The Audit and Risk Committee is designated to develop and monitor the Group s risk management policies. The committee reports regularly to the Board of Directors on its activities. The Group s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group s activities. The Group through its training and management standards and processes aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group s receivables from customers. As the counterparty of financial instruments is Westpac New Zealand Limited, it is considered there is minimal credit risk. The majority of revenue is generated from retailers and consumers and there is no geographical concentration of credit risk. In order to determine which customers are classified as having payment difficulties, the Group applies a mix of duration and frequency of default. Trade receivables aging are monitored on a monthly basis and the Company does not require collateral in respect of trade and other receivables, however Personal Guarantees are obtained where the Company considers it is appropriate. The Board has approved a credit policy under which new customers are analysed individually for credit worthiness before the Group s standard payment terms and conditions are offered. The Group s review includes reviewing references. Customers that fail to meet the Group s benchmark creditworthiness may transact with the Group only on a prepayment basis.

22 Comvita Financial Statements P42 Comvita Financial Statements P FINANCIAL INSTRUMENTS (CONTINUED) Credit risk (continued) Where possible, our interest in goods sold are subject to retention of title clauses and a security interest is registered on the Personal Property Securities Register (PPSR), so that in the event of non-payment the Group may have a secured claim. The Group s policy is to provide financial guarantees only to subsidiaries. As at 31 March 2015 there were no guarantees (2014: nil). Liquidity risk Liquidity risk represents the Group s ability to meet its financial obligations as they fall due. The Group s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group s reputation. Due to the seasonal nature of raw materials supply the Group has credit lines in place to cover timing differences to offset the mismatch of receipts and payments. The borrowings are by way of overdraft and committed credit facilities. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising return on risk. The Group buys and sells derivatives, and also incurs financial liabilities in order to manage market risks. All transactions are carried out within the Treasury Policy guidelines set by the Board of Directors. Generally the Group seeks to apply hedge accounting in order to manage volatility in the income statement. Currency risk The Group is exposed to currency risk on sales that are denominated in a currency other than its functional currency, the NZ Dollar. The currencies in which transactions are primarily denominated are United States Dollars, Japanese Yen, Australian Dollars, Hong Kong Dollars and British Pounds. The Group hedges are based on net foreign currency receipts. At any point in time the Group hedges between 50% to 100% of its estimated foreign currency exposure in respect of net cash receipts expected to be received over the following 12 months. The Group uses a mixture of forward exchange contracts, collars and options to hedge its currency risk, most with a maturity of less than one year from the reporting date. When necessary, forward exchange contracts are rolled over at maturity. Currency risk and equity price risk impact the value of available-for-sale assets held in the United States. Interest risk The Group has a policy of ensuring that its exposure to interest rates for borrowings is managed. Interest rate swaps have been entered into to achieve an appropriate mix of fixed and floating rate exposure with the Group s policy. Capital management The Group s capital includes share capital, reserves and retained earnings. The Board s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the geographic spread of shareholders, as well as the return on capital. 29. FINANCIAL INSTRUMENTS (CONTINUED) Quantitative disclosures Credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: New Zealand 8,128 5,642 Australia 6,935 6,725 United States 1, United Kingdom 2,475 2,241 Hong Kong 1,038 1,536 China 3,243 - Other regions 1,531 1,459 Total 24,997 18,564 The status of trade receivables at the reporting date is as follows: Gross receivable 2015 Impairment 2015 Gross receivable 2014 Impairment 2014 Not past due 22,030-15,598 - Past due 0-30 days 968 (17) 2,613 (28) Past due days 969 (2) 118 (114) Past due days 1,447 (398) 461 (84) Total 25,414 (417) 18,790 (226) The Company has not renegotiated the terms of any financial assets which would result in the carrying amount no longer being past due or avoid a possible past due status. The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Balance at the beginning of the year Balance acquired on acquisition Impairment loss recognised (11) 13 Balance at the end of the year The movement in the provision was recognised in administrative expenses. Note 18 details public share offerings, where applicable. This and acquisitions are key to ensuring the future development of the business. The Board has an employee share purchase scheme and an executive employee share scheme to ensure the employees hold an investment in the Group. The Board also has a Supplier Group Share Scheme to assist in security of raw material honey supply. Other than the banking requirements, neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

23 Comvita Financial Statements P44 Comvita Financial Statements P FINANCIAL INSTRUMENTS (CONTINUED) Quantitative disclosures (continued) Liquidity risk The following table sets out the contractual maturities of financial liabilities including interest payments and derivatives: Stmt of financial position Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years 5-10 years Non-derivative financial liabilities 2015 Secured bank loans (44,883) (49,397) (1,900) (1,881) (29,567) (16,050) - Secured related party loan (630) (630) (630) Trade and other payables (21,556) (21,556) (21,556) Total non-derivative liabilities (67,069) (71,583) (24,086) (1,881) (29,567) (16,050) - Derivatives Inflow 39 13,856 5, ,682 4,135 1,634 Outflow (2,083) (16,116) (5,599) (1,166) (2,074) (5,172) (2,105) Total (2,044) (2,260) (162) (198) (392) (1,037) (471) 2014 Secured bank loans (28,800) (32,179) (676) (676) (1,351) (29,476) - Secured related party loan (555) (555) (555) Trade and other payables (14,849) (14,849) (14,849) Total non-derivative liabilities (44,204) (47,583) (16,080) (676) (1,351) (29,476) - Derivatives Inflow ,043 9,315 4, Outflow - (14,828) (8,739) (4,559) (546) (824) (160) Total (137) (242) (49) Currency risk Group 2015 AUD GBP HKD USD Other Trade receivables 6,960 2,475 1,053 1,694 1,445 Trade and other payables (2,994) (800) (467) (32) (376) Gross balance sheet exposure 3,966 1, ,662 1, FINANCIAL INSTRUMENTS (CONTINUED) Currency risk (continued) The following significant exchange rates applied during the year: Average rate * Reporting date spot rate AUD GBP USD HKD * The average rate is calculated as the average monthly rate used in translating the monthly results during the year. Sensitivity analysis A 20 percent strengthening and 20% weakening of the NZD against the following currencies at 31 March would have changed the asset or liability values in the statement of financial position at 31 March through a change in equity and the income statement by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2015 assumes a 20 percent (2014: 20 percent) strengthening and weakening of the NZD Equity Income statement Equity Income statement +20% -20% +20% -20% +20% -20% +20% -20% AUD 237 (357) (848) - - GBP 283 (426) (610) - - USD 124 (186) (601) - - HKD 87 (131) (1,098) - - Interest rate risk At reporting date the interest rate profile of the Group s interest-bearing financial instruments was: Carrying amount Variable rate instruments Financial liabilities (note 20) (45,513) (29,355) Total (45,513) (29,355) Sensitivity analysis In managing interest rate risks the Group aims to reduce the impact of short-term fluctuations on the Group s earnings. Over the longer-term, however, permanent changes in interest rates will have an impact on profit. At 31 March 2015 it is estimated that a general increase of one percentage point in interest rates would decrease the Group s profit before income tax by approximately $nil (2014: $134,000). Forward exchange contracts (local currency) 4,100 1,150 38,500 1, Trade receivables 6,725 2,241 1, ,459 Trade and other payables (1,235) (593) (627) (247) (457) Gross balance sheet exposure 5,490 1, ,002 Forward exchange contracts (local currency) 7,100 1,250 29,000 2,050

24 Comvita Financial Statements P FINANCIAL INSTRUMENTS (CONTINUED) Fair value hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). In New Zealand dollars Level 1 Level 2 Level 3 Total 31 March 2015 Derivatives designated at fair value through the income statement (22) - (22) Derivatives assets (hedged) Derivatives liabilities (hedged) - (2,115) - (2,115) Available-for-sale financial assets Derma shares 12, ,406 Total 12,406 (2,098) - 10, March 2014 Derivatives designated at fair value through the income statement - 1,858-1,858 Derma warrants Derivatives assets (hedged) Derivatives assets (hedged) Available-for-sale financial assets Derma shares 12, ,661 Total 12,661 2,832-15,493 There have been no transfers between levels in either direction during the year. Derivatives designated at fair value through the income statement Derma warrants The Group determines Level 2 fair value through the application of the Black Scholes Model. Inputs include, the share price (a Level 1 input), risk free rate of the remaining life of the warrant, and the volatility of Derma Sciences, Inc. share price. Derivatives assets and liabilities (hedged), designated at fair value through the income statement The Group s Level 2 fair values for simple over-the-counter derivative financial instruments are based on broker quotes. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest rate for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate. Available-for-sale financial assets Derma shares The Group determines fair value through Derma s share price on the Nasdaq, multiplied by the number of shares, converted into New Zealand dollar. 29. FINANCIAL INSTRUMENTS (CONTINUED) Fair Values Classification and fair values In New Zealand dollars Note Designated at fair value Availablefor-sale Loans & receivables Other liabilities & amortised cost Comvita Financial Statements P47 Total carrying amount Fair value 2015 Assets Other investments 14-12, ,406 12,406 Total non-current assets - 12, ,406 12,406 Trade receivables ,997-24,997 24,997 Other receivables - - 1,216-1,216 1,216 Derivatives other Cash and cash equivalents ,420-19,420 19,420 Total current assets 39-45,633-45,672 45,672 Total assets 39 12,406 45,633-58,078 58,078 Liabilities Loans and borrowings (43,483) (43,483) (43,483) Total non-current liabilities (43,483) (43,483) (43,483) Loans and borrowings (2,030) (2,030) (2,030) Trade and other payables (21,556) (21,556) (21,556) Derivatives (2,137) (2,137) (2,137) Total current liabilities (2,137) - - (23,586) (25,723) (25,723) Total liabilities (2,137) - - (67,069) (69,206) (69,206) 2014 Assets Other investments 14-12, ,661 12,661 Total non-current assets - 12, ,661 12,661 Trade receivables ,564-18,564 18,564 Other receivables ,117-1,117 1,117 Derivatives Derma warrants 1, ,858 1,858 Derivatives other Cash and cash equivalents - - 2,865-2,865 2,865 Total current assets 2,832-22,546-25,378 25,378 Total assets 2,832 12,661 22,546-38,039 38,039 Liabilities Loans and borrowings (28,800) (28,800) (28,800) Total non-current liabilities (28,800) (28,800) (28,800) Loans and borrowings (555) (555) (555) Trade and other payables (14,849) (14,849) (14,849) Derivatives Total current liabilities (15,404) (15,404) (15,404) Total liabilities (44,204) (44,204) (44,204)

25 Comvita Financial Statements P48 Comvita Financial Statements P RELATED PARTIES Group Investments Subsidiaries Country of Incorporation Ownership Interest Held Balance Date Principal Activity Comvita New Zealand Limited New Zealand 100% 31 March Manufacturing and marketing Medibee Limited New Zealand 100% 31 March Not trading Comvita Taiwan Limited New Zealand 100% 31 March Sales activities Bee & Herbal New Zealand Limited New Zealand 100% 31 March IP ownership Apimed Medical Honey Limited New Zealand 100% 31 March IP ownership Comvita Landowner Share Scheme Trustee New Zealand 100% 31 March Apicultural land owner share scheme Limited Kiwi Extracts Limited New Zealand 100% 31 March Raw material extraction Kiwi Bee Medical Limited New Zealand 100% 31 March Apiary and medical honey extraction Jonno Developments Limited New Zealand 100% 31 March Research and development Kyoto Forests of New Zealand Limited New Zealand 100% 31 March Not trading Comvita Share Scheme Trustee Limited New Zealand Management 31 March Executive employee share scheme control Comvita Innovation Limited New Zealand 100% 31 March Research and development Comvita Health Limited New Zealand 100% 31 March Sales activities Comvita Tourism Partnership Limited New Zealand 50% * 31 March Sales activities New Zealand Honey Limited New Zealand 100% 31 March Manufacturing Comvita USA Inc United States of 100% 31 March Selling and distribution America Comvita Japan Company Limited Japan 100% 31 March Selling and distribution Comvita Korea Co Limited Korea 100% 31 March Selling and distribution Comvita Holdings HK Limited Hong Kong 100% 31 March Holding company Greenlife (New Zealand) Product Limited Hong Kong 100% 31 March Not trading Comvita HK Limited Hong Kong 100% 31 March Selling and distribution Comvita Holdings Pty Limited Australia 100% 31 March Holding company Comvita Australia Pty Limited Australia 100% 31 March Manufacturing, selling & distribution Olive Leaf Australia Pty Limited Australia 100% 31 March Not trading Olive Products Australia Pty Limited Australia 100% 31 March Property ownership Comvita IP Pty Limited Australia 100% 31 March IP ownership Comvita Health Pty Limited Australia 100% 31 March Not trading Medihoney Pty Limited Australia 100% 31 March Not trading Medihoney (Europe) Limited United Kingdom 100% 31 March Not trading Comvita Holdings UK Limited United Kingdom 100% 31 March Holding company Comvita UK Limited United Kingdom 100% 31 March Selling and distribution New Zealand Natural Foods Limited United Kingdom 100% 31 March Not trading Associates Extracts NZ Limited New Zealand 33.3% 31 March Landlord Kaimanawa Honey Limited Partnership New Zealand 50% 31 March Apiary and land use 30. RELATED PARTIES (CONTINUED) Transactions with key management personnel Key management compensation comprised: Note Short term employee benefits 2,059 1,298 KiwiSaver employer contribution Share based payments 7 & Total 2,254 1,461 The key management personnel consist of the Leadership team at Comvita Limited. During the year two new roles were added to the Leadership team. This resulted in an increase in compensation expense, as did the profit related bonus accrued this year, refer note 19. Other transactions with key management personnel Directors voting shares 19.29% 25.04% Directors beneficial control 11.72% 14.67% Other related party transactions Extracts NZ Limited (ENZ) ENZ is an associate of the Group, refer to note 14. The company owns the land and building which it leases to the group. The terms and conditions of these transactions are determined on an arm s length basis. Kaimanawa Honey Limited Partnership (KHLP) A Limited Partnership Agreement was established in November 2014 between Kiwi Bee Medical Limited ( KB ), Trustees of East Taupo Land Trust ( ETLT ) and KHLP for 5 years with likely renewal. The Limited Partners are KB and ETLT, each with a 50% interest (1,500 shares) in KHLP and Kaimanawa Honey GP Limited (the General Partner ) and each with 2 directors and therefore 50% of the voting rights. Refer to note 14. ETLT provides the land in return for a rental payment and KB provide apiary management services in return for a management fee. KHLP assets are primarily 3,000 hives, biological assets (bees) and inventory. There is a Honey Supply Agreement between KHLP and Comvita New Zealand Limited ( CNZ ) for exclusive supply to CNZ of honey and other apiculture products extracted from the hives owned by KHLP. The Department of Discovery Limited (DOD) DOD owns 50% of Comvita Tourism Partnership Limited (CTP). The Group consolidates CTP and includes DOD s share as noncontrolling interest. DOD have been contracted to provide managerial services for the management of the day-to-day operations of CTP. Refer note 20 for details of the loan. Derma Sciences, Inc. (DSCI) Ed Quilty (Director of Comvita Limited) is Chairman and CEO of DSCI. The Group sells goods, received Mr Hewlett s director s fees and receives royalty income from DSCI. The Group buys finished goods from DSCI. * Accounted for as a subsidiary, with non-controlling interest

26 Comvita Financial Statements P50 Comvita Financial Statements P RELATED PARTIES (CONTINUED) Other related party transactions (continued) 31. COMMITMENTS Operating leases as lessee Transactions and balances with related parties comprised: DSCI ENZ DOD KHLP DSCI ENZ DOD Sale of goods and services Transaction value 5, ,307 5, Balance due from 1, Purchases of goods and services Transaction value Balance owing to Rental expenditure Transaction value Balance owing to Other transactions: KHLP purchased hives from a Group entity for consideration of $1,920,000 (50% in cash and 50% share capital in-kind). This resulted in an asset gain on sale of $570,000 in a subsidiary of the Group. All transactions are priced on an arm s length basis. Refer note 14 investments for further details. Craigs Investment Partners Limited are considered to be a related party as Neil Craig is Chairman of both entities. Craigs Investment Partners Limited manage the Comvita share purchase program (START Scheme) and facilitated the sale of shares in the Executive Share Scheme (refer note 26) for some employees. During the year fees paid to Craigs Investment Partners Limited, recognised in other expenses for mainly secretarial services were $43,000 (2014: $30,000). Comvita incurred issue expenses with Deutsche Craigs Limited (subsidiary of Craigs Investment Partners Limited) in relation to the Renounceable rights issue in December 2014 totalling $244,000. Non-cancellable operating lease rentals are payable as follows: Less than 1 year 3,185 3,860 Between one and five years 2,950 2,911 Greater than five years Total 6,811 6,914 Operating lease expense in the income statement 3,958 3,269 The Group leases a number of warehouses, retail stores and administration premises and vehicles under operating leases. The leases are typically between 1 and 10 years. A number of them have options to renew the leases after that period. Capital commitments There are multiple projects with capital commitments made by Comvita New Zealand Limited. The total commitment is $772,000 and will be paid over the next 12 months. 32. CONTINGENT LIABILITIES Supplier Partnership Group Share Scheme The Supplier Partnership Group Share Scheme involves the purchase of up to 600,000 ordinary shares from March 2015, until January Manuka honey suppliers entering into long-term contracts will be able to participate in the dividend flow and capital appreciation in shares through the scheme. $1 per kilogram of the value of supplied honey will be assigned to the share scheme, which will be put into escrow and vest to the supplier over three years. No treasury stock has been purchased at 31 March SUBSEQUENT EVENTS On 21 May 2015, the Directors approved the payment of a fully imputed final dividend of $3,564,000 (9 cents per share) to be paid on 26 June As the dividend was declared after balance date it has not been recognised as a liability in these financial statements. Comvita has the first right of refusal to purchase the orchard next door to its head office site, which is owned by Neil Craig (Chairman). Brett Hewlett (CEO of Comvita Limited) is a director of Derma Sciences, Inc. As part of his Directorship he is entitled to warrants and options in Derma Sciences, Inc.

27 Comvita Financial Statements P52 AUDIT REPORT Comvita Financial Statements P53 STATUTORY INFORMATION Principal activity The principal activity of the Company is that of manufacturing and marketing quality natural health products. INDEPENDENT AUDITOR S REPORT TO THE SHAREHOLDERS OF COMVITA LIMITED We have audited the accompanying consolidated financial statements of Comvita Limited and its subsidiaries ( the group ) on pages 5 to 51. The financial statements comprise the consolidated statement of financial position as at 31 March 2015, the consolidated income statement and consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors responsibility for the consolidated financial statements The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with generally accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards) and International Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (New Zealand). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the group s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates, as well as evaluating the presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Dividend An interim dividend was paid on 20 December 2014 at $0.04 per share. Directors In accordance with the constitution, all directors will continue in office, until the 2015 Annual Meeting, when two directors will retire by rotation. Directors remuneration Fee Other Total N.J Craig T.D.C Cullwick A.J Bougen S.C Ottrey M.J Prendergast E.J Quilty L.N.E Bunt (appointed 24 July 2014) R.B Tait (retired 24 July 2014) Total Interests register Directors have disclosed the following directorships held by them excluding family companies and companies with no association to their appointment as director of the Company or any companies in the Group: A.J Bougen Director Comvita Limited Director Comvita New Zealand Limited Director a number of Comvita group subsidiary companies Director Comvita Share Scheme Trustee Limited Director True North Marketing Limited S.C Ottrey Director Comvita Limited Director Sarah Ottrey Marketing Limited Director Whitestone Cheese Limited Director EBOS Group Limited External Member Inland Revenue Risk and Assurance Committee Our firm has also provided other services to the group in relation to taxation services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities of the business of the group. These matters have not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the group. Opinion In our opinion, the consolidated financial statements on pages 5 to 51 comply with generally accepted accounting practice in New Zealand and present fairly, in all material respects, the consolidated financial position of Comvita Limited as at 31 March 2015 and its consolidated financial performance and cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial Reporting Standards. 21 May 2015 Tauranga M.J Prendergast Director Comvita Limited Director Kezza Properties Limited Director Pohutakawa Private Equity Limited Director Pohutukawa Private Equity 2 Limited Director Industrial Lubricants and Services Limited N.J Craig Director & Chairman Craigs Investment Partners Director & Chairman Comvita Limited Director a number of Comvita group subsidiary companies Director Custodial Services Limited Director Hendry Nominees Limited Director Pohutukawa Private Equity Limited Director AGInvest Holdings Limited T.D.C Cullwick Director Comvita Limited Director Innomarc Consulting Limited L.N.E Bunt Director Comvita Limited Director Pumpkin Patch Limited Director Flooring Extra Licensing Limited Director Prolife Foods Limited E.J Quilty Director Comvita Limited Director & Chairman Derma Sciences, Inc.

28 Comvita Financial Statements P54 STATUTORY INFORMATION Comvita Financial Statements P55 STATUTORY INFORMATION Directors of Group Companies other than shown on previous page Companies Directors Apimed Medical Honey Limited A J Bougen B D Hewlett* Bee & Herbal New Zealand Limited A J Bougen B D Hewlett* Comvita Australia Pty Limited A J Bougen B D Hewlett* A Hutton* Comvita Health Limited B D Hewlett* S P Coulter* Comvita Health Pty Limited A J Bougen B D Hewlett* A Hutton* Comvita HK Limited B D Hewlett* S P Coulter* W Y Chu* Comvita Holdings HK Limited B D Hewlett* S P Coulter* W Y Chu* Comvita Holdings Pty Limited A J Bougen B D Hewlett* A Hutton* Comvita Holdings UK Limited B D Hewlett* S Pothecary* S P Coulter* N J Craig Comvita Innovation Limited A J Bougen B D Hewlett* R Schlothauer* Comvita IP Pty Limited A J Bougen B D Hewlett* A Hutton* Comvita Japan Company Limited B D Hewlett* S P Coulter* R Shida* Comvita Korea Co Limited B D Hewlett* S P Coulter* Comvita Landowner Share Scheme Trustee Limited A J Bougen B D Hewlett* Comvita New Zealand Limited A J Bougen N J Craig Comvita Share Scheme Trustee Limited A J Bougen T J McManaway Comvita Taiwan Limited A J Bougen B D Hewlett* S P Coulter* Comvita Tourism Partnership Limited B D Hewlett* M F Sadd* T R Cantlon P R Browne Comvita UK Limited B D Hewlett* S Pothecary* S P Coulter* N J Craig Comvita USA, Inc B D Hewlett* S P Coulter* Extracts NZ Limited M F Sadd* T B Horne Green Life (New Zealand) Product Limited B D Hewlett* S P Coulter* W Y Chu* Jonno Developments Limited A J Bougen Kaimanawa Honey GP Limited M F Sadd* D J McAnulty T Walters C J K Ellis Kiwi Bee Medical Limited B D Hewlett* S P Coulter* M F Sadd* Kiwi Extracts Limited A J Bougen B D Hewlett* Kyoto Forests of New Zealand Limited B D Hewlett* N J Craig Medibee Limited A J Bougen B D Hewlett* Medihoney Europe Ltd B D Hewlett* S Pothecary* S P Coulter* Medihoney Pty Ltd A J Bougen B D Hewlett* A Hutton* New Zealand Honey Limited M F Sadd* S P Coulter* New Zealand Natural Foods Limited B D Hewlett* S Pothecary* S P Coulter* Olive Leaf Australia Pty Limited A J Bougen B D Hewlett* A Hutton* Olive Products Australia Pty Limited A J Bougen B D Hewlett* A Hutton* * denotes an executive of a Group Company Directors of Group Companies (continued) Share Dealings of Directors - beneficial Number of Director Shares Sold Value of Shares Sold Number of Shares Purchased Value of Shares Purchased A.J Bougen 100, ,000 80, ,000 N.J Craig , ,068 M.J Prendergast 236, , , ,000 T.D.C Cullwick 45, ,250 10,099 35,851 S.C. Ottrey - - 9,800 35,490 E.J Quilty L.N.E Bunt Directors Shareholding Directors, or entities associated with directors, held the following shareholding in Comvita Limited at 31 March 2015: Director Opening Balance Shares Sold Shares Purchased Closing Balance A.J Bougen Beneficial A Bougen & L Bougen & G Elvin 3,038,649 (100,000) 80,000 3,018,649 Non-beneficial (Employee Share Purchase Scheme) 32,305-5,496 37,801 Total 3,070,954 (100,000) 85,496 3,056,450 N.J Craig Beneficial Custodial Services Limited (A/C 4) 431,987-68, ,000 Eaglesham Trust 350,000-70, ,000 Sheryl Denise Tebbutt 113,713-11, ,000 Anna Beth Craig 4, ,160 Non-beneficial 126,000-24, ,000 Total 1,026, ,160 1,200,160 M.J Prendergast Beneficial Kezza Properties Limited 656,900 (236,900) 100, ,000 Total 656,900 (236,900) 100, ,000 T.D.C Cullwick Beneficial Thomas David Cartwright Cullwick 12,787 (10,000) 2,557 5,344 Hopwood Cullwick Trust Nominees 37,711 (35,300) 7,542 9,953 Limited Total 50,498 (45,300) 10,099 15,297 S.C Ottrey Beneficial Sarah Christine Ottrey 7,000-9,800 16,800 Total 7,000-9,800 16,800 E.J Quilty Non-beneficial * 2,272, ,000 2,802,277 Total 2,272, ,000 2,802,277 Beneficial 4,653,047 4,620,906 Non-beneficial 3,289,818 2,990,078 Total 7,942,865 7,610,985 *E.J Quilty is the Chairman and CEO of Derma Sciences, Inc. and a significant shareholder of that Company.

29 Comvita Financial Statements P56 STATUTORY INFORMATION Comvita Financial Statements P57 STATUTORY INFORMATION Directors Indemnity and Insurance The Company has insured all its Directors and the Directors of its wholly owned subsidiaries against liabilities to other parties (except the Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not cover liabilities arising from criminal actions. The Company has not been required to indemnify its Directors for any liabilities during the year. Employees remuneration During the year the following numbers of employees received remuneration of at least $100,000. Number of employees $100,000 to $110, $110,000 to $120, $120,000 to $130,000 4 $130,000 to $140,000 4 $140,000 to $150,000 3 $150,000 to $160,000 2 $160,000 to $170,000 5 $170,000 to $180,000 2 $180,000 to $190,000 2 $190,000 to $200,000 1 $210,000 to $220,000 2 $220,000 to $230,000 2 $240,000 to $250,000 1 $250,000 to $260,000 1 $260,000 to $270,000 2 $280,000 to $290,000 1 $290,000 to $300,000 2 $300,000 to $310,000 2 $390,000 to $400,000 1 $400,000 to $410,000 1 $540,000 to $550,000 1 $600,000 to $610,000 1 Note: these bands are New Zealand dollar equivalents and reflect the impact of fluctuations in the foreign exchange rates for remuneration of overseas based employees. The figures include bonus provisions made during the year which may have not been paid at year end. It does not include any remuneration or benefit relating to the Executive Share Scheme. Donations During the year the Group made cash donations of $46,000 (2014: $24,000). The Company also made donations of products to charitable organisations. SHAREHOLDER ANALYSIS Analysis of shareholder by size as at 1 May 2015 Category No of shareholders Shares held Percentage of shareholders Percentage of shares Up to 1,000 shares , % 0.30% 1,001 5,000 shares 801 1,894, % 4.81% 5,001 10,000 shares 229 1,614, % 4.09% 10, ,000 shares 187 4,399, % 11.16% 100,001 shares or more 31 31,401, % 79.64% Total 1,514* 39,431, % % *This number does not include a number of shareholders within Custodial and Nominees companies Top 20 shareholders as at 1 May 2015 Shareholder Shares held Percentage of shares New Zealand Central Securities Depository Limited 5,089, % Kauri NZ Investments Limited 3,558, % Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 3,018, % Derma Sciences, Inc. 2,802, % Custodial Services Limited Account 2 2,117, % Li Wang 2,048, % Custodial Services Limited Account 3 1,934, % Stapway Nominees Limited 1,421, % Maori Investments Limited 1,186, % Robert Bertram Tait & Jane Gibbons Tait & Ian James Craig 914, % Custodial Services Limited Account , % Investment Custodial Services Limited 759, % Custodial Services Limited Account 4 751, % Kam Chip Butt 674, % Aju Pharm Co Limited 600, % Kezza Properties Limited 520, % Custodial Services Limited Account 1 480, % Fung Miu Ling 377, % Brett Donald Hewlett & Rhonda Hewlett & Yrw Trustees 2005 Limited 313, % Kwong Hei Butt 248, % Other 9,803, % Total Ordinary Shares** 39,431, % ** does not include 1,739,000 partly paid redeemable share entitlements as detailed in note 26 to the annual accounts Substantial security holders as at 1 May 2015 Shareholder Shares held Percentage of shares New Zealand Central Securities Depository Limited 5,089, % Kauri NZ Investments Limited 3,558, % Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 3,018, % Derma Sciences, Inc. 2,802, % Custodial Services Limited Account 2 2,117, % Li Wang 2,048, %

30 Comvita Financial Statements P58 Comvita Financial Statements P59 COMPANY DIRECTORY DIRECTORS BANKERS AUDITORS Neil John Craig Alan John Bougen Maurice John Prendergast Thomas (David) Cartwright Cullwick Sarah Christine Ottrey Edward Joseph Quilty Lucas (Luke) Nicholas Elias Bunt (apt 24 July 2014) WESTPAC BANKING CORPORATION Tauranga Branch 2 Devonport Road PO Box Tauranga 3141 KPMG TAURANGA Level Cameron Road Tauranga, 3140 REGISTERED OFFICE SOLICITORS SHARE REGISTRY COMVITA LIMITED 23 Wilson Road South, Paengaroa Private Bag 1, Te Puke 3153 Bay of Plenty, New Zealand Phone Fax Freephone investor-relations@comvita.com SHARP TUDHOPE Level Devonport Road Private Bag TG12020 Tauranga 3110 LINK MARKET SERVICES LIMITED PO Box 314 Ashburton 7740 AUSTRALIA KOREA CHINA COMVITA AUSTRALIA PTY LIMITED 10 Edmondstone Street South Brisbane Queensland 4101 Australia Phone Fax Freephone COMVITA KOREA CO LIMITED 4F Aju Building, Shindolim Dong Guro Gu, Seoul South Korea Phone Fax SHENZHEN COMVITA NATURAL Food Co Limited Unit I, 24th Floor, Shangbu Building Shangbu Road Futian District Shenzhen China Phone Fax HONG KONG TAIWAN NORTH AMERICA COMVITA HONG KONG LIMITED Flat/Rm 1109, 11/F Kodak House II 39 Healthy Street East North Point Hong Kong Phone Fax COMVITA TAIWAN LIMITED TAIWAN BRANCH OFFICE No.388, Sec 2 Bade Rd Songshan District Taipei City Taiwan Phone Fax Freephone COMVITA USA INC 2121 Marine Street, Suite 100 Santa Monica CA California USA Phone JAPAN UNITED KINGDOM NEW ZEALAND COMVITA JAPAN COMPANY LIMITED Sangenjaya Horisho Bld 4F Taishido Setagaya Tokyo Japan Phone Fax COMVITA UK LIMITED Batchworth House Batchwood Place, Church Street Rickmansworth United Kingdom WD3 1JE Phone Fax COMVITA NEW ZEALAND LIMITED 23 Wilson Road South, Paengaroa Private Bag 1, Te Puke 3153 Bay of Plenty New Zealand Phone Fax Freephone