Comvita Chair Faces a Three-Way Fight for the Board

Comvita chair Bridget Coates faces a shareholder vote to remove her on 28 October, a month after the Mānuka honey maker booked a $7.7 million profit. Co-founder Alan Bougen, former chairman Neil Craig and former director Robert Tait have put the resolution on the annual meeting agenda.

They are not the only ones rewriting the board. PHC Investments wants two other independents gone, and Singapore’s Fraser and Neave has nominated its own director, so the Papamoa meeting is a three-way fight for control of a company that has only just got its books in order.

Coates Faces a Removal Vote at Papamoa

Shareholders will gather at 2.00pm on Wednesday, 28 October 2026 at the Papamoa Surf Life Saving Club, with a virtual line for those who stay online. The notice of meeting, filed after 27 September, adds a resolution to remove Coates as a director under section 156 of the Companies Act 1993.

She joined the board on 1 October 2021 and became chair on 31 August 2024. Bougen, Craig and Tait say she presided over the Florenz bid that the board backed and shareholders then killed. They have asked her to go at least twice before, including at the 17 December 2025 annual meeting.

In our view, the board’s handling of these matters under the leadership of the chair does not support confidence, and we ask shareholders to support her removal from the board.

Alan Bougen, Neil Craig and Robert Tait, shareholder statement to NZX

Comvita told the market the business has undergone significant change since last year’s meeting, with profitability restored and the capital raise finished. Coates is still the name on the removal paper.

Three Shareholder Camps Want Three Different Boards

The headline is a revolt against the chair. The register is messier than that. The old-guard resolution, PHC’s paired removals and F&N’s nomination are separate plays, and the first two camps have already said they are not on the same side.

THE THREE CAMPS

If the election resolutions pass, Comvita said the board would have four non-independent directors and between two and four independents, depending on Major and Barclay. That 24 September note was written before the Coates resolution landed, so a vote against her would cut the independent bench further still.

The Florenz Bid Shareholders Already Voted Down

The old guard’s case is not the 2026 profit. It is the 2025 sale they stopped. On 17 August 2025 Comvita signed a scheme implementation agreement with Florenz Limited at NZ$0.80 a share, a price the board said was the best available option after a strategic review.

The cash bid valued the equity at about NZ$56 million and the enterprise at about NZ$119 million. It sat 67% above the NZ$0.48 close on 15 August 2025. Florenz, a Masthead vehicle linked to Mark Stewart, already sold Mānuka honey into the United States through Wedderspoon.

FROM FLORENZ TO PAPAMOA

1. 17 August 2025: Comvita and Florenz sign the scheme at NZ$0.80 a share, with the board unanimous in support.
2. 14 November 2025: Shareholders vote. The scheme gets 54.29% of the votes cast in the main interest class, short of 75%, and 44.25% of total voting rights, short of a simple majority.
3. 14 November 2025: The parties terminate the agreement the same day.
4. 17 December 2025: At the annual meeting in Papamoa, Bougen again asks Coates to resign. Major is re-elected and Barclay is elected, in votes PHC later called close.
5. May 2026: Comvita closes a NZ$40.5 million capital raise and F&N Ventures takes 19.99%.
6. 28 August 2026: Audited FY26 results show NZ$7.7 million of net profit after two years of losses.
7. 24-27 September 2026: PHC lodges removal resolutions; the notice of meeting then adds the Coates vote.
8. 28 October 2026: The annual meeting reconvenes at the same surf club.

Bougen helped start the company with herbalist Claude Stratford in 1974 in the Bay of Plenty. He left the board in 2017. Craig chaired it from 2005 until 2020. Tait sat as an independent from 1997 until 2014. Their argument is that the people who tried to sell the company at 80 cents should not keep running it now that shareholders have kept it listed.

PHC Moves Against Major and Barclay

PHC is not joining that chase. The Auckland holder used PHC’s 11.7% shareholder proposal to put two different names on the ballot: Robert Major, an independent since 1 September 2019, and Gregor Barclay, an independent since 16 December 2025.

Comvita said it had not talked to PHC about the move before the notice arrived. PHC’s statement said the October meeting is the first chance to settle the post-recap board, and that Major and Barclay won their seats in tight votes held weeks after the Florenz meeting, when the books were still a mess.

“Four of the seven directors are already placing themselves before shareholders,” PHC said. “PHC does not consider it appropriate that the two directors whose mandates were most narrowly conferred, in the most uncertain circumstances, should be the only directors, other than the chair, not to do so.”

Bougen, Craig and Tait called that resolution mis-directed. If shareholders want a reckoning over the scheme, they said, the chair who presided over it is the more relevant target. PHC also said it wrote to Coates on 18 September asking Major and Barclay to retire and stand again, and that it would drop the resolutions if they did. Comvita said it has no record of that letter, only the formal notice.

Michael Sang, an independent since 3 October 2023, is already standing for re-election. Michael Chye, Peter Nathan and Julia Xu, appointed during the year to fill casual vacancies, will stand as non-independent directors. PHC’s point is that Major and Barclay are the independents who have not had to do the same, apart from the chair.

F&N’s 19.99% Stake Comes With a Board Seat

The largest new name on the register is not from Te Puke. On 15 April 2026, Fraser and Neave said its wholly owned F&N Ventures would underwrite Comvita’s rights offer at NZ$0.65 and, if needed, take a top-up placement at NZ$0.80 so the group would hold 19.99%. The Singapore consumer company, incorporated in 1898, put the outlay at up to NZ$20.10 million and said it would have the right to nominate one director after completion.

Group chief executive Rahul Colaco called it a partnership with long-term merit, and said F&N could help with route-to-market work, digital tools and product development in Southeast Asia. The raise closed in May at NZ$40.5 million, a NZ$30 million entitlement offer plus a NZ$10.5 million placement, and F&N took the 19.99% holding it had aimed for. A NZ$43.9 million revolving credit line now runs to September 2028.

F&N has now nominated Kosit Suksingha, a sitting F&N director, as a non-independent candidate. Suksingha, a Thai Beverage executive vice president with a veterinary science degree from Chulalongkorn and an MBA from Oklahoma City University, also sits on Fraser & Neave Holdings in Malaysia. His election would be the first clear test of how much board weight the Singapore money actually carries, on top of the three non-independents the current board already appointed.

Comvita’s FY26 filing said F&N has been “actively engaged” since the raise, with work under way that could speed growth in Southeast Asia. That is the quiet half of the Papamoa agenda: not who gets blamed for Florenz, but who steers the Asian push the new cornerstone said it came in to build.

The Reset That Put $7.7 Million on the Books

The fight is landing on a company that has just returned to a NZ$7.7 million profit (about US$4.3 million) for the year ended 30 June 2026, after a NZ$104.8 million loss in FY25. Chief executive Karl Gradon, in the role since 1 August 2025, said the year was about restoring profit, repairing the balance sheet and tightening execution.

FY26 IN FIGURES

• Revenue: NZ$213.0 million, up 10.7% from NZ$192.4 million, led by North American club retail.
• Operating profit: NZ$14.0 million, against a NZ$29.0 million loss a year earlier, a NZ$43.0 million swing.
• Net cash: NZ$0.5 million, against NZ$62.4 million of net debt at the end of FY25, after inventory fell to NZ$79.9 million.
• Costs: Operating expenses down 10.7%, or NZ$12.2 million, to NZ$102.2 million, with operating cash flow of NZ$40.3 million.

Gross profit rose 38.8% to NZ$114.8 million and gross margin recovered to 53.9% from 43.0%. North American sales rose 104.3%. Greater China sales fell 4.7% and profit there fell 12.1%, as shoppers turned more price-sensitive. Rest of Asia sales rose 6.2%. ANZ sales fell 5.8%. EMEA sales rose 15.8%. The company said it moved about 765 extra tonnes of Mānuka honey and still employs more than 400 people across New Zealand, Australia, Greater China, North America, Japan, Korea and Southeast Asia.

Coates’s own line on those numbers is now the record the old guard has to beat.

Restoring profitability and completing the recapitalisation were the Board’s most critical focus areas in FY26. Together, these actions significantly strengthened Comvita’s financial position and created a more stable platform for the future.

Bridget Coates, Chair, FY26 results announcement, 28 August 2026

The category is still awkward. Comvita said global demand is broadening and that a long oversupply has started to tighten, with North America now the largest Mānuka market, but a lot of the volume growth is still at lower prices. Competitive intensity remains high. That is the business the new board, whoever sits on it, will actually have to run.

What the Board Looks Like if the Resolutions Pass

Seven directors sit today: Coates, Major, Sang, Barclay, Chye, Nathan and Xu. Kosit would be an eighth if he is elected and nobody is removed. The NZX note already warned that independence on the board is the variable shareholders are about to set.

IF THE VOTES GO THROUGH

• Elections only: Chye, Nathan, Xu and Kosit as four non-independents, with Coates, Major, Sang and Barclay still in the independent seats.
• PHC wins, Coates stays: Major and Barclay leave, leaving Coates and Sang as the independent pair beside four non-independents.
• Old guard wins, PHC fails: Coates leaves, Major and Barclay stay, and Sang is the other independent on a board F&N has just joined.
• Both removal slates pass: The independent bench shrinks to Sang, unless the new board later fills seats the meeting has just emptied.

None of those outcomes is locked. PHC can still drop its resolutions if Major and Barclay stand down and run again, which they have not done. F&N has not said how it will vote on Coates. The founder camp has not put up its own replacement director. The meeting is still four weeks out, at the same surf club where Bougen asked the chair to go in December.

Comvita is the largest producer of UMF-certified Mānuka honey and a B Corp since 2023, with its own forests, hives and lab in New Zealand. For a decade the argument around it was about honey prices, China demand and debt. On 28 October it will be about who is allowed to sit in Papamoa and claim that turnaround as their own.

Disclaimer: This article is news reporting on Comvita Limited’s board nominations, shareholder proposals and published financial results, and is for information only. It is not investment advice, a solicitation to buy or sell NZX:CVT shares, or a recommendation on how to vote at the 28 October 2026 annual meeting. Readers who hold or may buy the shares should consult a licensed financial adviser and read the company’s notice of meeting and proxy form before acting. Figures, holdings and board seats are those stated in Comvita, NZX, F&N and Takeovers Panel documents cited here and may change with later filings or the meeting vote.