CDI: 2021 ASM Notice of Meeting

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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 25 May 2021 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, Desleigh JAMESON, having been appointed by the Board after the last annual
meeting of shareholders, retires and offers herself for election.
(See Explanatory Notes for more information and profile)


2 To re-elect director

In accordance with the Company’s Constitution, BK CHIU, retires by rotation and, being eligible, offers himself for re-election.
(See Explanatory Notes for more information and profile)


3 To re-elect director

In accordance with the Company’s Constitution, Colin SIM, retires by rotation and, being eligible, offers himself for re-election.
(See Explanatory Notes for more information and profile)


4 To re-elect director

In accordance with the Company’s Constitution, Vincent YEO, retires by rotation and, being eligible, offers himself for re-election.
(See Explanatory Notes for more information and profile)


5 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
27 April 2021

PROCEDURAL NOTES

Entitlement to vote
You are entitled to vote at the Annual Meeting if you have a shareholding at 5.00pm on Friday 21 May 2021 (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 "proxy 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 23 May 2021 (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

All shareholders will have the opportunity to attend and participate in the 2021 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 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 prior to the Annual Meeting.
Shareholders will require the meeting ID – which is 333-206-073– as well as their CSN/Shareholder Number, which can
be found on their proxy form, for verification purposes.

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EXPLANATORY NOTES

Resolution 1 – Election of director:

Desleigh JAMESON

Desleigh Jameson was appointed to the Board as an independent director from 1 May 2021.

Ms. Jameson is currently the Chief Executive and Owner of Gubb & Hardy Limited, a wholesale contributory mortgage
company. She has extensive senior managerial experience as the former Chief Executive / Executive Director of e-
commerce firms Instra Corporation and CentralNic plc and governance experience as the former Chair of the charity
Starjam and board member of the Industry Training Federation for several years. She is a current member of the Institute
of Directors and holds an Executive MBA from the University of Auckland.

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

The Board unanimously recommends shareholders vote in favour of the election of Ms. Jameson.


Resolution 2 – Re-election of director:

BK CHIU

Mr Chiu was appointed as Managing Director of the Company in 2005.

Mr. Chiu is also the Managing Director of the Company’s majority shareholder, Millennium & Copthorne Hotels New
Zealand Limited. Prior to joining the Company, Mr. Chiu was Regional Vice-President and Managing Director, Asia of
Merisant Company. He holds a Master’s degree in agricultural economics and marketing from Massey University,
Palmerston North.

The Board has determined that Mr. Chiu is not an Independent Director due to his executive position with the Company
and his relationship with the Company’s majority shareholder.

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


Resolution 3 – Re-election of director:

Colin SIM

Mr. Sim was appointed to the Board and was elected as Chairman of the Company in 2017.

Mr. Sim is the executive chairman of the East Quarter Group of companies (East Quarter Hurstville, EQ Projects and EQ
Constructions) (EQ) in Australia. EQ is currently involved in the development and construction of residential units across
New South Wales. Mr. Sim has strong analytical skills and extensive experience in construction and property
development/investment in Australia. In the last four decades he has also been involved in takeovers of several large
publicly listed companies in Australia, including Wormald, Hooker Corporation, Enacon and Hastings Deering. Mr. Sim
studied Mechanical Engineering in London and has lived in Sydney, Australia for the last 40 years.

The Board has determined that Mr. Sim 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. Sim.


Resolution 4 – Re-election of director:


Vincent Wee Eng YEO

Mr. Yeo was appointed as a Director of the Company in 1994.

Mr. Yeo is Chief Executive Officer and Executive Director of M&C REIT Management Limited. From 1993 to 1998, he
was Managing Director of CDL Hotels New Zealand Limited (now Millennium & Copthorne Hotels New Zealand Limited)
and CDL Investments New Zealand Limited. He previously also served as an Executive Director of Millennium &
Copthorne Hotels plc in London and President, Millennium & Copthorne Hotels Asia Pacific Region.

The Board has determined that Mr. Yeo is not an Independent Director due to his relationship with the majority
shareholder.

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

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Resolution 5 - 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.

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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 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 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 the meeting 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 2021 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 23 May 2021.
VIRTUAL MEETING
All shareholders will have the opportunity to attend and participate in the 2021 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 2021 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 25 May 2021, 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
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
1. To elect Desleigh JAMESON as a director.
2.
To re-elect BK CHIU as a director.
3.
To re-elect Colin SIM as a director.
4.
To re-elect Vincent YEO as a director.
5.
That the Board of Directors be authorised to fix the auditor’s fees and expenses.

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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
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and 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).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
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).
MEETING ID
333-206-073
Remote entry to the Annual Meeting will open at 12.30PM
NZT on 25 May 2021 with the meeting commencing at
1.00PM NZT.
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
LOGGING IN
T
o log in, you must have the following information (which can be found on your Proxy/Voting Form) or you can login as a guest if you
are not a shareholder in CDL Investments New Zealand Limited. Please note, if you have logged in as a guest you will not be able to
ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have 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:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
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.
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).
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.
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’.
NAVIGATING LUMI AGM - DESKTOP
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 ► button to start the
webcast.