CDI: Notice of 2020 Annual Shareholder Meeting

1




CDL INVESTMENTS NEW ZEALAND LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Notice is given that the Annual Meeting of CDL Investments New Zealand Limited (“the Company” or “CDI”) will be held via a virtual
meeting on Tuesday 26 May 2020 commencing at 1.00pm (New Zealand time).

BUSINESS

Chairman’s Welcome and Introduction

Managing Director’s Review

Resolutions


1 To elect director

In accordance with the Company’s Constitution, Eik Sheng KWEK, having been appointed by the Board after the last annual
meeting of shareholders, retires and offers himself for election.

(See Explanatory Notes for more information and profile)


2 To re-elect director

In accordance with the Company’s Constitution, Roy AUSTIN, retires by rotation and, being eligible, offers himself for re-election.

(See Explanatory Notes for more information and profile)


3 Auditor’s remuneration

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That the Board of Directors be authorised to fix the auditor’s fees and expenses”.

(See Explanatory Notes for more information)


General Business

By Order of the Board




Takeshi Ito
Vice President Legal & Company Secretary
28 April 2020

PROCEDURAL NOTES

Entitlement to vote
You are entitled to vote at the Annual Meeting if you have a shareholding at 5.00pm on Friday 22 May 2020 (New Zealand
time).

There are no restrictions on any shareholder or group of shareholders to prevent them from exercising their vote on any of
the resolutions being considered at the meeting.

Proxies and Corporate Representatives

Shareholders entitled to attend and vote at the Annual Meeting may appoint a proxy (or representative, in the case of a
corporate shareholder) to attend and vote on their behalf. A proxy need not be a shareholder of the Company. The
appointment of a proxy or representative does not preclude a shareholder from attending the virtual Annual Meeting and
voting.

The Chair of the meeting, or any other director, is willing to act as proxy for any shareholder who wishes to appoint him or
her to vote on their behalf. If you appoint the Chair of the meeting, or any other director, as your proxy and do not direct
him or her how to vote in the proxy form, the Chair of the meeting, or that other director, will vote in favour of all
resolutions being put to the meeting. To appoint the Chair of the meeting or another director as your proxy, enter 'the
Chair' or the name of that other director you wish to appoint in the space allocated in 'Step 1' of the proxy form enclosed
with this Notice. Alternatively, to appoint a proxy online (or in the case of a corporate shareholder, a representative), the
shareholder must make that appointment online by visiting www.investorvote.co.nz. A shareholder will be taken to have
signed the proxy form by lodging it in accordance with the instructions on the website.

If you do not name a person as your proxy but otherwise complete the proxy form in full, or you appoint a proxy but your
named proxy does not attend the meeting, the Chair of the meeting will be appointed your proxy. When acting as proxy in
these circumstances, the Chair of the meeting will:

• vote in accordance with your express direction; and

• for any resolutions where you have selected "discretion", vote in accordance with his or her discretion (subject
to any applicable voting restrictions).


Proxy forms must be received by the Company’s share registrar, Computershare Investor Services Limited (contact
details for which are set out on the proxy form), by 1.00pm on Sunday 24 May 2020 (New Zealand time). A proxy form is
enclosed with this Notice.

All resolutions for consideration at the Annual Meeting are ordinary resolutions and must be passed by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolutions.

Virtual Annual Meeting

Due to the ongoing public health restrictions relating to the spread of COVID-19, the Company has made the decision to
hold its first virtual Annual Meeting. Shareholders will not be able to attend the Annual Meeting in person. All shareholders
will have the opportunity to attend and participate in the 2020 Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices. In
order to participate remotely you will need to either:

• Download Lumi AGM from the App Store or Google Play Stores for free – search for “Lumi AGM”; or

• Visit “web.lumiagm.com” on your desktop or mobile device. Ensure that your browser is compatible –Lumi
AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777
between 8.30am and 5.00pm Monday to Friday (New Zealand time).

Audio will stream through the selected device, so shareholders will need to ensure that they have the volume control on
their headphones or device turned up. Shareholders will be able to view the presentations, vote on the resolutions to be
put to shareholders and ask questions, by using their own computers or mobile devices. Shareholders will still be able to
appoint a proxy to vote for them, as they otherwise would, by following the instructions on the proxy form and this Notice
of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, with instructions for
accessing the virtual meeting. Shareholders are encouraged to review this guide and download the app prior to the
Annual Meeting. Shareholders will require the meeting ID – which is 387-924-334 – as well as their CSN/Securityholder
Number, which can be found on their proxy form, for verification purposes.

3
EXPLANATORY NOTES

Resolution 1 – Election of director:


Eik Sheng KWEK

Mr. Kwek is a Non-Executive Director of the Company and was appointed by the Board on 1 January 2020.

Mr. Kwek is currently the Group Chief Strategy Officer of City Developments Limited (“CDL”) and has been in that role
since 2018. Mr. Kwek joined CDL in 2009, covering Business Development for overseas projects before being appointed
as Head of Corporate Development. He assumed his role as Chief Strategy Officer in 2014 and was additionally
appointed Head, Asset Management in April 2016. Prior to joining CDL, he was with the Hong Leong Group of companies
in Singapore specialising in corporate finance roles since 2006.
He is also Executive Director of Millennium & Copthorne Hotels Limited, previously listed on the London Stock Exchange
as Millennium & Copthorne Hotels plc. He holds a Bachelor of Engineering in Electrical and Electronics Engineering from
Imperial College of Science, Technology and Medicine and a Master of Philosophy in Finance from Judge Business
School, Cambridge University.

In the Board’s opinion, Mr. Kwek is not an independent director because of his association with the Company’s majority
shareholder.

The Board unanimously recommends shareholders vote in favour of the election of Mr. Kwek.


Resolution 2 – Re-election of director:


Roy AUSTIN

Mr. Austin is an Independent Non-Executive Director of CDI and is Chair of the Audit Committee.

Mr Austin is a consultant to Northington Partners, a private investment bank having previously been a principal at that
firm. He has extensive investment banking experience across a wide range of industries covering mergers, acquisitions,
divestments, capital raising and IP commercialisation. His practical experience also includes participation in local and
international manufacturing, marketing and a New Zealand based private equity fund. Mr Austin is the current Chairman of
CDI’s Audit Committee. He is a Chartered Accountant and a member of the New Zealand Institute of Directors and
CAANZ (Chartered Accountants Australia & New Zealand).

The Board has determined that Mr. Austin is an Independent Director as defined under the NZX Listing Rules.

The Board unanimously recommends shareholders vote in favour of the re-election of Mr. Austin.


Resolution 3 - Auditor’s remuneration:

KPMG is the existing Auditor of the Company. KPMG is automatically reappointed as Auditor under section 207T of the
Companies Act 1993. Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor are to
be fixed in such manner as the Company determines at the Annual Meeting. The Board recommends that, consistent with
usual practice, the auditor’s fees and expenses be fixed by the Directors.

The Board unanimously recommends shareholders vote in favour of this resolution.

---

Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the
name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box, your proxy may vote as they choose. If you mark
more than one box on an item, your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him to vote on their behalf. If you appoint the
Chair of the meeting, or any other director, as your proxy and do not direct him or
her how to vote in the proxy form, the Chair of the meeting, or that other director, will
vote in favour of resolutions 1, 2 and 3. To appoint the Chair of the meeting or another
director as your proxy, enter ‘the Chair’ or the name of that other director you wish to
appoint in the space allocated in ‘Step 1’ of this form.
Direct the Chair, or other director, how to vote by marking one of the boxes opposite
each item of business. If you mark more than one box on an item, your vote will be
invalid on that item.
The Chair and the other directors are not prepared to speak at the Annual Meeting on
behalf of a shareholder who appoints them as that shareholder’s proxy. If you wish to
ask questions at the virtual meeting, you should either attend in person or appoint a
proxy for that purpose, other than the Chair or other director.
If you do not name a person as your proxy but otherwise complete the proxy form
in full, or you appoint a proxy but your named proxy does not attend the meeting,
the Chair of the meeting will be appointed your proxy. When acting as proxy in these
circumstances, the Chair of the meeting will:
• vote in accordance with your express direction; and
• for any resolutions where you have selected “proxy discretion”, vote in
accordance with his or her discretion (subject to any applicable voting
restrictions).
Attending the Meeting
The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/
Voting Form.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons who
sign on behalf of a company must be acting with the company’s express or implied
authority.
Comments & Questions
If you have any comments or questions for the Company, please write them on a
separate sheet of paper and return with this form.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 1.00pm on Sunday 24 May 2020.
VIRTUAL MEETING
Due to the ongoing public health restrictions relating to the spread of COVID-19, the Company will hold its first virtual Annual Meeting.
All shareholders will have the opportunity to attend and participate in the 2020 Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Voting Form.

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the virtual Annual Meeting of
CDL Investments New Zealand Limited to be held on Tuesday 26 May 2020, commencing at 1.00pm and at any adjournment of that meeting.
I/We being a shareholder/shareholders of CDL Investments New Zealand Limited
Items of Business - Voting Instructions
STEP 2
Please note: Unless otherwise instructed, the proxy will vote or abstain from voting as he/she thinks fit. If the shares are held jointly, the voting
instructions given in this section are given on behalf of each joint holder.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Resolutions
1. To elect Eik Sheng KWEK as a director
2.
To re-elect Roy AUSTIN as a director
3.
That the Board of Directors be authorised to fix the auditor’s fees and expenses
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Shareholders can still attend the meeting electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).

---

>Download Lumi AGM from the App Store or Google Play Stor es for free—sear ch for Lumi AGM; or
>Visit web.lumiagm.com on your desk top or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
ver sions of Chrome, Saf ari, Internet Explorer , Edge and Firefox.
VIRTUAL ANNUAL MEETING GUIDE 2020
GETTING STARTED
Virtual meetings are accesible on both desktop and mobile devices. In order to participate remotely you will need to either:
>us ername (CSN or Holder number);
>pas swor d (postcode, or country
code for over seas residents)
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
Password (postcode).
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted to
enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
OVERSEAS RESIDENTS
Username (CSN or Holder Number); and
Password (three-character ISO3 country
code) e.g. AUS is the ISO3 code for
Australia.
You can find a full list at
www.computershare.com/iso3
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday
(New Zealand time).
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
MEETING ID
387-924-334
Shareholders are encouraged to download the app prior to the Annual Meeting.
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can login
as a guest if you are not a shareholder in CDL Investments New Zealand; however, you will not be able to ask any questions or vote.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777
between 8.30am-5.00pm Monday to Friday (New Zealand time).

VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Vir tual
Meeting Guide and Annual Report are
pr esent on the info scr een.
When you click on a link, the selected
document will open in your browser.
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting is
eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will
be sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
MEETING ID
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter
the Meeting ID shown in top
right corner
STEP 2
Enter your username and
password (CSN/Holder
Number and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the
speed of your internet connection).
Remote entry to the Annual Meeting will open at 12.45PM NZT on
Tuesday 26 May 2020
387-924-334