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CDI 2022 Annual Report

Annual Report30 March 2023CDIReal Estate

ANNUAL
REPORT

2022

TRUSTED

RELIABLE

INNOVATIVE

DELIVERY

CONTENTS
2022 FINANCIAL SUMMARY1

DIRECTORS REVIEW2

MANAGING DIRECTORS REVIEW3

RESIDENTIAL 2022 SNAPSHOT4

COMMERCIAL 2022 SNAPSHOT5

BOARD OF DIRECTORS6

CDL TEAM7

CORPORATE GOVERNANCE STATEMENT8–13

FINANCIAL STATEMENTS CONTENTS14

FINANCIAL STATEMENTS15–31

INDEPENDENT AUDITOR'S REPORT32–34

REGULATORY DISCLOSURES & STATUTORY INFORMATION35–41

SUBDIVISION LOCATION MAP44

CORPORATE DIRECTORY45

This booklet is printed using

vegetable inks on certified

forest paper.

JASON ADAMS

MANAGING DIRECTOR

COLIN SIM

CHAIRMAN

The Directors of CDL Investments New Zealand Limited are pleased

to present the Annual Report of the Company for the year ended

31 December 2022.

Signed for and on behalf of the Board of Directors:

31 March 2023

2022 FINANCIAL
SUMMARY

$ 67. 3M REVENUE & OTHER INCOME

$43.3M PROFIT BEFORE TAX

$31.2M PROFIT AFTER TAX

$313.7M TOTAL ASSETS

107 CPS NET TANGIBLE ASSET

$308.9M SHAREHOLDERS' FUNDS

10.82 CPS EARNINGS PER SHARE

$405.3M MARKET VALUATION

$342.7M RESIDENTIAL VALUATION

$62.6M COMMERCIAL VALUATION

$ NIL DEBT

$71.7M CASH AT BANK

2 | CDL Investments New Zealand Limited
FINANCIAL

PERFORMANCE

CDL Investments New Zealand Limited (“CDI”) is pleased to report that

the company recorded a profit after tax of $31.2 million in 2022 (2021:

$31.3 million). The result reflects both the positive demand and trading

environment that was evident for the majority of 2022 but also shows the

impact of the rapid changes seen in the last few months of 2022 with the

rapid rise in interest rates and inflation and the consequential impact on

the property markets. CDI achieved a profit before tax for the year of $43.3

million (2021: $43.4 million). Property sales, rental income and other income

totalled $67.3 million (2021: $92.1 million).

At 31 December 2022, CDI’s shareholders’ funds increased to $308.9 million

(2021: $286.4 million) and total assets also increased to $313.7 million (2021:

$297.6 million). Net tangible assets per share (at book value) also increased

to 107.0 cents (2021: 99.6 cents). The independent market value of CDI’s

property holdings as at 31 December 2022, was $405.4 million (2021: $359.7

million) which reflects both the acquisitions made and value added in 2022.

At cost, the portfolio was valued at $239.5 million (2021: $209.1 million) in line

with CDI’s accounting policies.

PROPERTY

PORTFOLIO

CDI acquired a total of 15.8 hectares of land during 2022 in both the Hawkes

Bay and Waikato regions. Those acquisitions were adjacent or close to

nearby existing land holdings and will allow the company to add additional

stages or units to future development plans.

CDI’s 2022 result was underpinned by the sale of one of its commercial

landholdings in Wiri, South Auckland. Residential sales were strongest at

Prestons Park (Christchurch). Our Kewa Road subdivision (North Shore,

Auckland) is nearly sold out and the first sales at our recently completed

residential development in Swanson, West Auckland settled before the end of

2022. Additional stages are being readied for sale at Swanson and Prestons

Park and we expect these to be sold during the course of the year.

Development consents were submitted for CDI’s projects in the Hawkes Bay

in 2022 and good progress is being made on getting approvals. Work on

finalising subdivision infrastructure and house designs is being done now

and we expect to commence works during 2023.

Both of CDI’s warehouses in Wiri, South Auckland were completed during

the year and are now occupied. The majority of the units at the commercial

centres located at Prestons Park and Stonebrook have also been let.









DIVIDEND

ANNOUNCEMENT

The Board has resolved to maintain its fully imputed ordinary dividend at

3.5 cents per share payable on 12 May 2023.

The Board believes the amount is consistent with recent years’ profits

while allowing the company to retain enough cash on hand for additional

development work and possible future acquisitions.

The record date will be 28 April 2023. The Dividend Reinvestment Plan will

apply to this dividend.

SUMMARY

AND OUTLOOK

Given the rapid deterioration in the New Zealand property market and

business confidence in the last few months of 2022, the Board considers

the overall result to be positive and in line with the guidance provided earlier

in the year.

2023 will be more challenging and the Board and Management are focused

on ensuring that CDI is able to maximise its sales in the areas where there is

still strong demand and to minimize our exposure to costs in regions which

are slowing down.

CDI will continue to look for acquisition opportunities over the course of

next year and will also look at new areas for additional diversification using

CDI’s existing land portfolio. With the success of its Wiri warehouses and

the commercial areas at Prestons Park and Stonebrook now mature,

CDI is using its experience to look at how and what it can add to existing

and future projects to provide additional amenity value and increased

development returns.

CDI will be monitoring the proposed changes to resource management

legislation carefully. It is too early to say what impact the changes will mean

for the company and its developments. CDI will continue its dialogue with

local authorities on plan changes and infrastructure issues and to apply for

consents under the current regime.

We thank our shareholders for their continued support during 2022 and also

take this opportunity to thank our Management team for another profitable

year. The Board was pleased to appoint Jason Adams to the Managing

Director role after BK Chiu’s retirement and was also pleased to promote

Jackson Bull to the position of General Manager, CDL Land New Zealand

Limited. We have also been joined by Melissa Crowe who is our Christchurch-

based Development Manager. With a strong and experienced team, the Board

believes that the company is in good shape to tackle the challenges ahead.

COLIN SIM

CHAIRMAN

16 February 2023

DIRECTORS

REVIEW

CDL Investments New Zealand Limited | 3

This is my first Annual Report Review as Managing Director and I wanted to

use the opportunity to reach out to you, our shareholders, and provide some

additional observations about the company, our core values and about how

CDL Investments will approach the future.

As someone who has been with the company for many years, I was very

pleased to be invited to take up the role of Managing Director when

asked by the Board. Having worked for the company since 2008, I know

our land holdings well, I have been hands-on at our developments and

I have led our strategic planning over recent years as the Company has

grown progressively.

Shareholders can take comfort from the fact that the values and ethos that

make up CDL Investments are something that I strongly believe in. Two of

those values in particular were highlighted during 2022 – we have always

taken a long term view despite the highs and lows of the property markets

and we have an extremely high attention to detail in relation to the shape,

look and feel of our developments.

2022 was notable for the dramatic changes in the property markets.

There was no question that it was challenging. Given our experience, we

were able to foresee the market movements to some extent but the sudden

sharp decline seen in Q3 and Q4 were harder to predict and some sales

which we had looked to complete in 2022 will now settle in 2023.

2023 will be challenging again and while we are focused on ensuring that

we complete as many sales as possible, our thoughts and intentions are

very much focused on ensuring that our future pipeline of residential

sections is available when the property markets begin to recover. We will

be looking to progress our Havelock North and Hamilton developments

in particular and work has already been done on the master planning,

consenting and infrastructure design for these areas. We look forward to

sharing these with you at the appropriate time.

Our corporate philosophy has been to undertake development and works

which we know we can manage and complete sustainably, both operationally

and financially. Being a small company and in a very competitive

environment against other larger players, we are acutely aware of the

impact to you as shareholders if we did not keep to our values and maintain

a prudent approach to our finances.

With the current property cycle now firmly trending downwards, we believe

that acquisition opportunities for CDL Investments will emerge. As a

Management team, we want to be in a position to ensure that we are able to

make acquisitions which we believe will deliver additional, future returns to

shareholders and which will add value to our land and development portfolio

across the country. We have maintained a strong balance sheet in order to

be well placed for times like now but we will continue to be patient, selective

and value-driven.

Over recent years, we have made good progress with our commercial

developments which have taken the form of warehouses built on our

commercial land in Auckland and smaller, retail-focused developments

in Canterbury at both our Stonebrook (Rolleston) and Prestons Park

(Christchurch) subdivisions. These developments were the result of strategic

planning and a desire to not only grow our portfolio of property investments

but demonstrate that CDL Investments can diversify into areas other than

residential developments.

With our warehouses now fully tenanted and the majority of our retail

units also leased, we are now in a position to take the learnings from

those commercial projects and look for new opportunities which may

be associated with our residential development or stand-alone projects.

Some of our shareholders have told us that the commercial strategy

represents a change of approach for the company. I believe that it is a

positive change that provides a diversified revenue stream and investment

property assets. The Prestons Park and Stonewood retail developments

were a logical extension of those residential subdivisions and provided

services and amenity that residents wanted. Our warehousing projects

are a realization of plans that we have had for many years for our Wiri

land and were ultimately a matter of choosing the correct time to

develop, which we did.

Historically, we have shied away from being in the public spotlight. This is

not because we have had anything to hide, we have simply gotten on with

the job at hand, delivered and let our results speak for themselves. Our track

record of numerous developments over three decades of toil and effort is

testament to this and is something that the CDL Investments and CDL Land

teams are justifiably proud of. The time is now right for CDL Investments and

CDL Land to develop a greater presence in the market and while we won’t be

taking full-page ads in newspapers or prime time spots on television, you will

be seeing more of us as we look to grow and develop further.

As you can probably see, there is much to be done and much more we can

do. Our experienced, focused and dedicated team is excited about the future

for the company and keen to deliver on the projects and workplan we have

for 2023. I am looking forward to seeing you at our Annual Meeting in May

and providing you with an update on our activities in the first quarter of

this year.

JASON ADAMS

MANAGING DIRECTOR

MANAGING DIRECTORS

REVIEW

4 | CDL Investments New Zealand Limited
RESIDENTIAL

2022 SNAPSHOT

$36.9M SALES REVENUE

54.7% % TOTAL REVENUE

80 # SECTIONS SOLD

$342.7M RESIDENTIAL PORTFOLIO VALUE

256.5 HA RESIDENTIAL PORTFOLIO AREA

9 TOTAL # DEVELOPMENTS

15.8 HA LAND ACQUIRED

CDL Investments New Zealand Limited | 5

COMMERCIAL

2022 SNAPSHOT

R ETAIL

$0.4M LEASE REVENUE

2 # OF PROPERTIES

3,411 M

2

NETT LETTABLE AREA

66.6% % LEASED

5.52 YEARS WEIGHTED AVERAGE LEASE EXPIRY

COMMERICAL

SALES

$29.0M SALES REVENUE

43.1% % TOTAL REVENUE

1 # SECTIONS SOLD

COMMERICAL

LEASING

$1.2M LEASE REVENUE

4 # OF PROPERTIES

$62.6M COMMERCIAL PORTFOLIO VALUE

3.1 HA COMMERCIAL PORTFOLIO AREA

WAREHOUSES

$0.8M LEASE REVENUE

2 # OF PROPERTIES

16,402 M

2

NETT LETTABLE AREA

100.0% % LEASED

6.68 YEARS WEIGHTED AVERAGE LEASE EXPIRY

6 | CDL Investments New Zealand Limited
BOARD OF DIRECTORS

COLIN SIM

(Chairman & Non-Executive Director)

Mr. Sim is the executive chairman of the East Quarter

Group of companies in Australia. The East Quarter

Group is involved in the development, investment and

management of residential, commercial and industrial

projects across New South Wales. Mr. Sim has strong

analytical skills and extensive experience in property

development/investment and business in Australia. He

studied Mechanical Engineering in London and has lived

in Sydney, Australia for over 40 years.

Mr. Sim was appointed to the Board in July 2017 and was re-elected to the

Board at the 2021 Annual Meeting of shareholders.

JASON ADAMS

(Managing Director / Member of the Audit Committee)

Mr. Adams was appointed as a director of CDI on 1 June

2022 and took up the Managing Director’s position on

1 June 2022. He has a background in civil engineering

and construction as well as extensive experience with

acquisitions, subdivision consenting, planning and

development processes.

Mr. Adams has been responsible for the management

and development of CDI’s residential and commercial land portfolio since

2008 and was appointed as General Manager of CDL Land New Zealand

Limited since 2011 and Executive Director since 2019.

Mr. Adams will be nominated for election as a director of the company at

the 2023 annual meeting of shareholders.

JOHN HENDERSON

(Independent Non-Executive Director /

Member of the Audit Committee)

Mr. Henderson is currently Managing Director of John

Henderson Resources Limited and an Independent

Director of Maara Moana HC & LP Limited and Ding

Bay Limited. From 2015-2020, he was appointed by NZ

Department of Conservation to the Waipu Cove Reserve

Board and was elected Board Chair. Previously, Mr.

Henderson had a 28 year career with the Starwood

Hotels and Resorts Group holding various senior

corporate management positions across Asia Pacific, Europe,

and North America.

Mr. Henderson was last elected as a director at the 2022 annual meeting

of shareholders.

EIK SHENG KWEK

(Non-Executive Director)

Mr. Kwek is currently the Group Chief Operating

Officer of City Developments Limited (“CDL”) having

been CDL’s Group Chief Strategy Officer since 2018.

Mr. Kwek joined CDL in 2009, covering Business

Development for overseas projects before being

appointed as Head of Corporate Development. He

was appointed 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.

Mr. Kwek was elected as a director at the 2020 annual meeting

of shareholders.

VINCENT YEO

(Non-Executive Director)

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.

Mr. Yeo was last elected as a director at the 2021 annual meeting

of shareholders.

DESLEIGH JAMESON

(Independent Non-Executive Director /

Chair of the Audit Committee)

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.

Ms. Jameson was elected as a director at the 2021 annual meeting

of shareholders.

CDL Investments New Zealand Limited | 7

CDL TEAM

JASON ADAMS

Managing Director

CDL Investments

Executive Director

CDL Land

NATASHA HOOD

Group Accounting Manager

CDL Investments & CDL Land

JACKSON BULL

General Manager

Senior Development Manager

CDL Land

BOON PUA

Vice President

Finance, CDL Investments & CDL Land

SIMONE CROMHOUT

Administrator

CDL Investments & CDL Land

MELISSA CROWE

Development Manager

CDL Land

TAK ESHI ITO

Company Secretary

CDL Investments & CDL Land

8 | CDL Investments New Zealand Limited
CDL Investments New Zealand Limited is committed to maintaining

strong corporate governance in line with best practice at all

times. Its corporate governance framework, set out below,

complies materially with the NZX Corporate Governance Code (the

NZX Code”) as well as the Financial Markets Authority Corporate

Governance Principles and Guidelines (the FMA Principles).

PRINCIPLE 1

ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model

this behaviour and hold Management accountable for these

standards being followed throughout the organisation.

All of CDI’s directors are bound by the Board’s Code of Ethics which is

as follows:

• Directors shall undertake their duties with due care and diligence at all

times and will conduct themselves honestly and with integrity. Directors

shall not do anything, or cause anything to be done, which may or does

brings CDI or the Board into disrepute.

• All Directors must act in the best interests of the company and exercise

independent and unfettered judgement. All Directors must carry out

their duties with integrity and honesty and participate in open and

constructive discussions.

• To the best of their ability, Directors will use reasonable endeavours to

ensure that CDI’s records and documents (including its financial reports)

are true and complete and comply with the requisite reporting standards

and controls.

• So that the Board may determine a Director’s independence and to ensure

that there are no conflicts of interest, all Directors shall disclose all

relevant business and / or personal interests they may have to the

Board forthwith as well as any relationships they may have with CDI.

• All Directors shall ensure that they do not support any organisation

other than in a personal capacity without the prior written approval

of the Chairman.

• Directors shall not accept any gifts or personal benefits from external

parties if it could be perceived that this could compromise or influence

any decision by the Board or by CDI.

• All Directors shall maintain and protect the confidentiality of all

information about CDI at all times except where disclosure is permitted

or required by law.

• All Directors shall ensure that they do not use company information and

/ or property for personal gain or profit. All Directors shall use and / or

retain Company information and property only for business purposes in

their capacity as Directors of CDI or to meet legal obligations.

• All Directors shall comply with the laws and regulations that apply to CDI;

• All Directors shall immediately report any illegal or unethical behaviour

of which they become aware to the Chairman of the Board and to the

Chairman of the Audit Committee.

All of CDI’s employees are expected to act in the best interests of CDI

and to enhance the reputation of the company. CDI also has a number of

operational policies which must be followed by employees and the CDI Code

of Conduct forms part of each employee’s employment agreement.

CDI also believes in fair dealing with its customers and suppliers,

shareholders, employees and other stakeholders and external third parties.

All Directors have access to the Company Secretary at any time as well as

independent legal, financial or other professional advice at the expense of

the company as may be required.

CDI revised its Share Trading Policy in 2018 which applies to Directors and

Officers. It also has a global Whistleblowing Policy which extends to all

management and employees. The Whistleblowing Policy facilitates the

disclosure and impartial investigation of any serious wrongdoing. This policy

advises employees of their right to disclose serious wrongdoing, and sets

out the Company’s internal procedures for receiving and dealing with such

disclosures. The policy is consistent with, and facilitates, the Protected

Disclosures Act 2000 and is supported by the Board.

PRINCIPLE 2

BOARD COMPOSITION

AND PERFORMANCE

To ensure an effective Board, there should be a balance of

independence, skills, knowledge, experience and perspectives.

CDI’s Board has responsibility, control and oversight of the business

activities, strategic direction and the governance of CDI and its subsidiary

companies. It looks at how the company is operating, how risk and

compliance are managed, approving financial and other reports and capital

expenditure and reporting to CDI’s shareholders. The Board approves CDI’s

budgets and business plans as well as significant projects and has statutory

obligations for other matters such as the payments of dividends and the

issue of shares. The Board is accountable to CDI’s shareholders for the

company’s performance.

Certain powers are delegated to Board Committees and Subcommittees.

The role of the Committees is detailed under Principle 3.

Day-to-day management is delegated to the Managing Director and senior

management. The levels of authority are approved by way of a Delegated

Authorities Manual which is reviewed by the Audit Committee and ultimately

approved by the Board.

Appointments to the Board are considered by the Board and the Board takes

into account the skills required to allow it to carry out its functions and

governance role. In 2022, the appointment of CDI’s new Managing Director

was considered by the Board as a whole and no subcommittee was formed.

The Board does not impose a restriction on the tenure of any Director as

it considers that such a restriction may lead to the loss of experience and

expertise from the Board.

CORPORATE GOVERNANCE

STATEMENT

CDL Investments New Zealand Limited | 9

CDI’s Constitution specifies a minimum number of three directors and a

maximum number of nine directors at any one time. Two directors must

ordinarily be living in New Zealand. In line with the NZX Main Board Listing

Rules, CDI is required to have at least two Independent Directors. Currently,

CDI has determined that its Chair Colin Sim, John Henderson and Desleigh

Jameson are Independent Directors as none of them have a Disqualifying

Relationship (as that term is defined in the NZX Main Board Listing Rules)

or Substantial Product Holders. Messrs Adams, Kwek and Yeo are not

considered by the Board to be Independent Directors.

Board meetings are generally held quarterly with additional meetings

convened when required. The table below details directors’ attendances

during 2022.

DIRECTOR MEETINGS ATTENDED

Colin Sim 4/4

BK Chiu* 2/2

JC Adams** 2/2

John Henderson 4/4

Desleigh Jameson 4/4

Eik Sheng Kwek 4/4

Vincent Yeo 4/4

* Mr. Chiu retired as Managing Director on 1 July 2022.

** Mr. Adams was appointed as a director on 1 June 2022 and became

Managing Director on 2 July 2022.

In 2018, the Board devised its own Skills Matrix to demonstrate the skills,

experience and diversity of its Board. The Board reviewed its Skills Matrix

in 2022.

SKILL / ATTRIBUTE RELEVANT DIRECTOR

Sales, marketing and brand experience Jameson, Yeo

Governance experience Henderson, Jameson, Kwek, Sim, Yeo

Large enterprise / Multinational Henderson, Jameson

business or leadership experience Kwek, Sim, Yeo

Accounting / Finance / Tax experience Jameson, Kwek

Business strategy experience Henderson, Jameson, Kwek, Sim, Yeo

Property development / Adams, Jameson,

Management experience Kwek, Sim, Yeo

The Board encourages all directors to undertake their own continuous

education so that they can perform their duties as directors and provide

maximum benefit to the Board and to shareholders.

In 2018, CDI adopted a Diversity Policy with the following principles:

• We encourage diversity and inclusion in the workplace, not just because

it is best practice, but also because it makes good business sense.

• We create a working environment free of harassment, victimisation

and unlawful discrimination and have a whistleblowing policy in place.

We promote dignity and respect for all employees where individual

differences and their contributions are recognised and valued.

• These principles apply to our own staff, suppliers and stakeholders

and we aim to apply them in our local communities as well.

OUR FRAMEWORK FOR EMBRACING DIVERSITY

a) Talent Recruitment & Selection Process

i) All positions at CDI are to be filled on the basis of merit

and qualifications.

ii) We recognise the importance of having a diverse workforce

and thus encouraging people from all backgrounds to apply

to work with our team.

b) Learning & Development

i) CDI seeks to develop our employees and to hone their

technical, management and leadership skills.

ii) Management staff will receive training around Diversity

and EEO awareness .

REVIEW OF POLICY

The company will:

• Undertake periodic reviews of its diversity policy and its deliverables;

• Obtain diversity metrics from other organisations and compare them

with sector and best practice guidelines; and

• Produce a report on diversity for CDI’s board and senior

management annually.

In terms of CDI’s permanent staff, 40% are male (2) and 60% are female (3).

10 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

PRINCIPLE 3

BOARD COMMITTEES

The Board should use committees where this will enhance its

effectiveness in key areas while still retaining board responsibility.

Committees help the Board in carrying out its responsibilities and CDI

currently has one standing committee being its Audit Committee. The

current members of the Audit Committee are Desleigh Jameson (Chair),

John Henderson and Jason Adams.

The table below reports attendance of the Audit Committee members

during 2022:

DIRECTOR MEETINGS ATTENDED

Desleigh Jameson 2/2

BK Chiu* 1/1

John Henderson 2/2

Jason Adams** 4/4

* Mr. Chiu retired as Managing Directo on 1 July 2022.

** Mr. Adams was appointed to the Committee on 4 August 2022.

The Board also forms subcommittees as and when required.

The Audit Committee recently reviewed and revised its charter which will

be published shortly. The charter outlines the Committee’s membership,

role and responsibilities which include receiving reports from the internal

and external auditors, make recommendations about the audit services,

oversee those audit services and reviewing and recommending the

Company’s financial statements (half-year and full year) and corporate

governance policies.

CDI does not currently have a Remuneration Committee. The Board as a

whole deals with the issues that would normally be dealt with by these

committees and conducts periodic reviews of its fees and the remuneration

of the Managing Director and senior management. Vacancies and

appointments to the Board are considered by the Board as a whole.

For those reasons, CDI does not consider it necessary to form and maintain

either Committee at this time.

The Board has not established a protocol which sets out procedures to be

followed in the event of a takeover offer being received by the Company.

This is because the Board considers that receipt of a takeover offer to be a

very unlikely event in light of Millennium & Copthorne Hotels New Zealand

Limited’s long-term majority shareholding in the Company. CDI is also the

owner of property assets including “sensitive land” (as defined under the

Overseas Investment Act 2015) which, if the subject of an overseas

takeover offer, would require regulatory and / or government approvals

for their acquisition.

CDI’s Board believes that the Company would have sufficient time to adopt

protocols and procedures necessary to respond to any such offer when

received and to communicate those to shareholders. CDI’s Board therefore

believes that it is reasonable and appropriate for the Company not to follow

Recommendation 3.6 of the Code at this time but agrees with the principles

behind Recommendation 3.6.

PRINCIPLE 4

REPORTING AND DISCLOSURE

The Board should demand integrity in financial and non-financial

reporting and in the timeliness and balance of corporate

disclosures.

As an NZX-listed entity, CDI recognises the need to ensure that it is fully

compliant in terms of reporting and disclosure and has in place a Continuous

Disclosure Policy (CDP) which applies to CDI, its subsidiaries (“Group”),

and all their respective directors and employees. The Board has appointed

the Chairman, the Chair of the Audit Committee, the Managing Director,

the Company Secretary and the Vice President Finance to act as CDI’s

Continuous Disclosure Committee (the Disclosure Committee).

A quorum of the Disclosure Committee shall consist of no less than

three (3) of these persons.

The Disclosure Committee is responsible for:

• Determining what information amounts to material information and

must be disclosed;

• Determining the timing of disclosure of any information in accordance

with the CDP;

• Approving the content of any disclosure to NZX (including matters not

directly covered by the CDP);

• Ensuring that all employees and directors within the Group whom

the Committee considers appropriate receive a copy of the CDP and

appropriate training with respect to it;

• Developing mechanisms designed to identify potential material

information (e.g. agenda item on management meetings); and

• Liaising with legal advisers in respect of CDI’s compliance with its

continuous disclosure obligations.

The key points from the CDP are:

• No person may release material information concerning CDI to any

person who is not authorised to receive it without the approval of the

Disclosure Committee.

• The Board will consider at each Board meeting whether there is any

information that may require disclosure in accordance with the CDP,

and will note any disclosures made subsequent to the prior meeting.

Any employee or director of CDI must inform a member of the Disclosure

Committee as soon as practicable after that person becomes aware of

any material information.

CDL Investments New Zealand Limited | 11

• The CDP includes a list of incidents which should be disclosed to a

member of the Disclosure Committee. The Disclosure Committee must

confer, decide whether disclosure is required, and coordinate disclosure

of any material information in a form specified by the Listing Rules as

soon as practicable after it becomes aware of the existence of material

information, unless it determines:

a) A reasonable person would not expect the information to

be disclosed; and

b) The information is confidential and its confidentiality is

maintained; and

c) One or more of the following applies:

i) It would breach the law to disclose the information; or

ii) The information concerns an incomplete proposal or

negotiation; or

iii) The information comprises matters of supposition or is

insufficiently definite to warrant disclosure; or

iv) The information is generated for internal management

purposes of CDI or its subsidiaries; or

v) The information is a trade secret.

The Disclosure Committee will ensure that all Board members, not already

aware of the information, are promptly provided with it.

• The Disclosure Committee is responsible for CDI’s obligations under

the Listing Rules to release material information to NZX to the extent

necessary to prevent development or subsistence of a market for its

listed securities which is materially influenced by false or misleading

information emanating from the issuer or any associated person of the

issuer; or other persons in circumstances in each case which would give

such information substantial credibility.

• All employees of CDI, as soon as practicable after becoming aware of a

rumour or speculation that is “generally available to the market”, must

disclose the existence of that rumour or speculation to a member of the

Disclosure Committee.

• The Disclosure Committee is also responsible for co-ordinating CDI’s

responses to leaks and inadvertent disclosures. Even in the event that

leaked or inadvertently disclosed information is not price sensitive, the

Disclosure Committee should consider whether the information should

be released to NZX via its market announcement platform in order to

provide investors with equal access.

• All external communications by CDI must comply with the CDP, any media

policy and the Company’s rules with respect to confidential information.

No material information is to be disclosed to such persons before it is

released to NZX.

• Slides and presentations used in briefings should be released to NZX for

immediate release to the market.

Prior to approval and release of CDI’s half year and full year results, the

Vice President Finance and Company Secretary are required to provide a

letter of representation to the Board (or its nominated subcommittee) that

the financial statements have been prepared in accordance with generally

accepted accounting practice and are correct in all material respects.

Copies of annual reports and key corporate governance documents and

policies are available at https://cdlinvestments.co.nz/corporate_profile/.

PRINCIPLE 5

REMUNERATION

The remuneration of directors and executives should be

transparent, fair and reasonable.

The total pool for Directors’ Fees is capped at $180,000 and was last

approved by shareholders in 1996. All non-executive directors receive a base

fee of NZ$30,000 per annum. The Chair of the Audit Committee receives a

further NZ$5,000 per annum. Executive Directors do not receive Directors’

or Committee fees.

Employee remuneration (including that of the Managing Director and

senior management) is made up of two primary components being a fixed

component and a short term incentive. The fixed component comprises

a base salary and other benefits such as Kiwisaver, a contribution to

health insurance and in some cases use of a company vehicle. The fixed

component is determined with reference to market information as well as

the responsibilities of the position, experience and overall performance.

Short term incentives are designed to reward high performing employees

with appropriate incentives which are measured on key performance

indicators which are reviewed and monitored regularly and based solely

on company performance. These include meeting budget or revenue

targets The Company reserves the right to suspend or adjust incentives

if targets are not met.

CDI does not currently have an employee share plan or a long term

incentive scheme.
















12 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

PRINCIPLE 6

RISK MANAGEMENT

Directors should have a sound understanding of the material risks

faced by the issuer and how to manage them. The Board should

regularly verify that the issuer has appropriate processes that

identify and manage potential and material risks.

CDI’s Board, Audit Committee and Management Team all have a role in

identifying areas of risk and understanding their impact on the Company

as well as how these areas are to be mitigated.

CDI’s Management Team is responsible for the day-to-day identification,

assessment and management of risks applicable to the Company as well

as the implementation of appropriate controls, processes and policies

to manage such risks. Management also ensures that there are training

programmes in place to identify, mitigate or eliminate hazards and risks in

the workplace.

The Audit Committee’s role is to review and report to the Board on the

adequacy of Management’s oversight and implementation of risks with

particular regard to financial and operational risks.

The Board is ultimately responsible for the oversight and implementation

of the Company’s responses to risk management.

CDI’s Board has identified four main risks areas being Market, Operational,

Financial and Global Risks. Market Risks may arise through changes in

demand from customers, competitor pricing development trends and

external events. Operational Risks may arise from changes to the regulatory

environment such as district or local plan changes, health and safety issues,

material changes to CDI’s subdivisions and development plans or strategy,

overseas investment legislation, key personnel changes and other such

events. Financial Risks may arise where earnings or cashflow change or are

affected in some way due to adverse customer demand or other market

conditions or events within or outside CDI’s control. Global Risks refer to

situations like a global catastrophe, natural disaster or crisis event which is

beyond CDI’s control but have an impact on its earnings and / or operations.

CDI’s Board has also identified the risk of climate change on its business.

With the passing of the Financial Sector (Climate-related Disclosures and

Other Matters) Amendment Act 2021, CDI will undertake annual reporting of

climate related disclosures such as the climate statements required under

the statutory framework. CDI has begun assessing how it will report against

the new framework and will publish future updates on any changes to its risk

management framework which are associated with climate change.

CDI has a series of internal controls in place covering such areas as financial

monitoring and reporting, human resources and risk management.

The primary responsibility for monitoring and reporting against internal

controls and remedying any deficiencies lies with Management.

CDI also keeps current insurances appropriate to its business including

directors and officers liability policies and public liability policies with

reputable global insurers.

PRINCIPLE 7

AUDITORS

The Board should ensure the quality and independence of the

external audit process.

External Audit plays a critical role in ensuring the integrity of financial

reporting. The role of the external auditor is to plan and carry out an audit

of CDI’s annual financial reports and review the half-yearly reports.

The Audit Committee reviews the performance and independence of the

external auditors.

CDI has in place an External Auditor Independence Policy which deals with

the provision of services by the CDI’s external auditors, auditor rotation and

the relationships between the external auditor and the Company. The policy

states that:

The Audit Committee shall only recommend to the Board a firm to be

external auditor if that firm:

• Would be regarded by a reasonable investor, with full knowledge of all

relevant facts and circumstances, as capable of exercising objective

and impartial judgment on all issues encompassed within the auditor’s

engagement;

• Audit partners are members of Chartered Accountants Australia

New Zealand (CAANZ);

• Has not, within two years prior to the commencement of the audit, had

as a member of its audit engagement team CDI’s Managing Director,

Vice President Finance, Group Accounting Manager, or any member of

the Company’s Management who acts in a financial oversight role.

• Does not allow the direct compensation of its audit partners for selling

non-audit services to CDI.

The general principles to be applied in assessing non-audit services are

as follows:

a) The external auditor should not have any involvement in the

production of financial information or preparation of financial

statements such that they might be perceived as auditing their

own work. This includes the provision of bookkeeping and

payroll services as well as valuation services where such

valuation forms an input into audited financial information;

b) The external auditor should not perform any function of

management, or be responsible for making management decisions;

c) The external auditor should not be responsible for the design or

implementation of financial information systems; and

d) The separation between internal audit and external audit should

be maintained.

CDL Investments New Zealand Limited | 13

CDI’s Audit Committee shall pre-approve all audit and related services that

are to be provided by the auditor. Aside from core external audit services,

it is appropriate for the CDI’s auditors to provide the following services:

• Due diligence (except valuations) on proposed transactions;

• Review of financial information where third party verification is

required or deemed necessary (outside the normal audit process);

• Completion audits / reviews;

• Financial model preparation or review;

• Accounting policy advice;

• Listing advice;

• Accounting/technical training; and

• Taxation services of an assurance nature.

It is not considered appropriate for CDI’s external auditors to provide:

• Book keeping services related to accounting records or financial

statements;

• Tax planning and strategy services unless specifically approved

by the audit committee;

• Appraisal / valuation services including opinions as to fairness;

• Provision of payroll services;

• The design or implementation of financial information systems;

• Outsourced internal audit and risk management services;

• Legal services;

• Management functions;

• Broker / dealer / investment adviser / investment banking services;

• Advocacy for the company;

• Actuarial services; and

• Assistance in the recruitment of senior management.

These prohibitions apply to all offices of the audit firm, including overseas

offices and affiliates.

The billing arrangements for services provided by CDI’s external auditors

should not include any contingent fees.

CDI’s expects that its external auditors will rigorously comply with their

own internal policies on independence and all relevant professional

guidance, including independence rules and guidance issued by CAANZ.

The nature of services provided by CDI’s auditors and the level of fees

incurred should be reported to the Audit Committee Chairman semi-annually

(or sooner where requested) to enable the Committee to perform its

oversight role and report back to the Board. This policy does not

prescribe any particular ratio of non-audit service fees to audit fees

but the Committee shall monitored the fees and ratio.

The continued appointment of CDI’s external auditors is confirmed

annually by the Board on recommendation from the Audit Committee.

Rotation of the lead audit partner or firm will be required every five years.

Lead audit partners who are rotated will be subject to a 2 year cooling off

period (i.e. 2 years must expire between the rotation of an audit partner

and that partner’s next engagement with the Company).

The hiring by CDI of any former lead audit partner or audit manager

must first be approved by the Chairman of the Audit Committee.

There are no other restrictions on the hiring of other staff from the

audit firm.

KPMG are currently CDI’s external auditor and the lead external audit

engagement partner was rotated in 2018.

The Audit Committee monitors local and overseas practice on auditor

independence regularly to ensure that this policy remains consistent

with best practice and meets CDI’s requirements.

CDI’s external auditors also attend the Company’s Annual Meeting to

answer any questions from shareholders as to the audit and the content

of the Annual Report.

PRINCIPLE 8

SHAREHOLDER RIGHTS AND

COMMUNICATION

The Board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage them

to engage with the issuer.

CDI is committed to providing shareholders and stakeholders with timely

information on its activities and performance. CDI does this through a

number of channels including:

• Announcements in accordance with continuous disclosure as required

under the listing rules;

• Publication of the company’s annual and interim reports which are sent

to all shareholders; and

• Encouraging shareholders to attend the annual meeting in may of each

year to hear the chairman and the managing director provide updates on

the company’s performance, ask questions of the board and vote on the

resolutions to be determined at the meeting. Resolutions at shareholder

meetings are usually determined by poll where each ordinary shareholder

has one vote per share.

Relevant communications, copies of annual reports and key corporate

governance documents and policies are now available on a dedicated

webpage https://cdlinvestments.co.nz/corporate_profile/.

14 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

FINANCIAL STATEMENTS CONTENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 15

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 16

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 17

CONSOLIDATED STATEMENT OF CASH FLOWS 18–19

NOTES TO THE FINANCIAL STATEMENTS 20–31

INDEPENDENT AUDITOR'S REPORT 32–34

REGULATORY DISCLOSURES

AND STATUTORY INFORMATION CONTENTS

REGULATORY DISCLOSURES 35–36

STATUTORY INFORMATION 37–41

CDL Investments New Zealand Limited | 15

CDL INVESTMENTS NEW ZEALAND LIMITED

The accompanying notes form part of, and should be read in conjunction with these financial statements.

GROUP

IN THOUSANDS OF DOLLARS NOTE 2022 2021

Property sales 65,858 91,893

Rental income from investment properties 1,240 48

REVENUE 67,098 91,941

Cost of sales (20,527) (44,902)

GROSS PROFIT 46,571 47,039

Other income 248 201

Administrative expenses 3, 4 (882) (345)

Property expenses (589) (367)

Selling expenses (1,476) (2,264)

Other expenses 3, 4 (2,211) (1,453)

RESULTS FROM OPERATING ACTIVITIES 41,661 42,811

Finance income 5 1,664 616

Finance costs 5 (7) (4)

NET FINANCE INCOME 1,657 612

PROFIT BEFORE INCOME TAX 43,318 43,423

Income tax expense 6 (12,129) (12,159)

Profit for the period 31,189 31,264

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 31,189 31,264

Profit attributable to:

Equity holders of the parent 31,189 31,264

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 31,189 31,264

Basic and Diluted Earnings per share (cents per share) 13 10.82 10.96

For the Year Ended 31 December 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

16 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE SHARE CAPITAL RETAINED EARNINGS TOTAL EQUITY

Balance at 1 January 2021 56,654 200,477 257,131

Total comprehensive income for the period

Profit for the period - 31,264 31,264

Total comprehensive income for the period - 31,264 31,264

Transactions with owners of the Company

Shares issued under dividend reinvestment plan 13 7,800 - 7,800

Dividend to shareholders 13 - (9,815) (9,815)

Supplementary dividend - (194) (194)

Foreign investment tax credits - 194 194

BALANCE AT 31 DECEMBER 2021 64,454 221,926 286,380

Balance at 1 January 2022 64,454 221,926 286,380

Total comprehensive income for the period

Profit for the period - 31,189 31,189

Total comprehensive income for the period - 31,189 31,189

Transactions with owners of the Company

Shares issued under dividend reinvestment plan 13 1,375 - 1,375

Dividend to shareholders 13 - (10,063) (10,063)

Supplementary dividend - (204) (204)

Foreign investment tax credits - 204 204

BALANCE AT 31 DECEMBER 2022 65,829 243,052 308,881

For the Year Ended 31 December 2022

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The accompanying notes form part of, and should be read in conjunction with these financial statements.

CDL Investments New Zealand Limited | 17

CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2022 2021

SHAREHOLDERS’ EQUITY

Issued capital 13 65,829 64,454

Retained earnings 243,052 221,926

TOTAL EQUITY 308,881 286,380

Represented by:

NON CURRENT ASSETS

Property, plant and equipment 98 43

Development property 8 186,728 164,589

Investment property 9 36,381 23,332

Investment in associate 2 2

TOTAL NON CURRENT ASSETS 223,209 187,966

CURRENT ASSETS

Cash and cash equivalents 12 31,667 53,025

Short term deposits 14 40,075 30,000

Trade and other receivables 11 2,327 5,479

Development property 8 16,420 21,152

TOTAL CURRENT ASSETS 90,489 109,656

TOTAL ASSETS 313,698 297,622

NON CURRENT LIABILITIES

Deferred tax liabilities 10 153 74

Lease liability 58 18

TOTAL NON CURRENT LIABILITIES 211 92

CURRENT LIABILITIES

Trade and other payables 1,340 7,297

Employee entitlements 118 71

Income tax payable 3,122 3,771

Lease liability 26 11

TOTAL CURRENT LIABILITIES 4,606 11,150

TOTAL LIABILITIES 4,817 11,242

NET ASSETS 308,881 286,380

For and on behalf of the Board

D JAMESON

DIRECTOR

16 February 2023

As at 31 December 2022

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

J ADAMS

MANAGING DIRECTOR

16 February 2023

18 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 70,853 90,011

Interest received 1,309 754

Cash was applied to:

Payment to suppliers (22,956) (17,800)

Payment to employees (880) (590)

Purchase of development land (24,607) (56,258)

Income tax paid (12,495) (12,000)

NET CASH INFLOW FROM OPERATING ACTIVITIES 11,224 4,117

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Short term deposits 30,000 86,620

Cash was applied to:

Development of investment property (13,587) (15,594)

Purchase of plant and equipment (4) (3)

Short term deposits (40,075) (30,000)

NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES (23,666) 41,023

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was applied to:

Dividend paid (8,668) (2,015)

Principal repayment of lease liability (24) (17)

Supplementary dividend paid (204) (194)

NET CASH OUTFLOW FROM FINANCING ACTIVITIES (8,916) (2,226)

Net Increase/(Decrease) in Cash and Cash Equivalents (21,358) 42,914

Add Opening Cash and Cash Equivalents 53,025 10,111

CLOSING CASH AND CASH EQUIVALENTS 12 31,667 53,025

For the Year Ended 31 December 2022

CONSOLIDATED STATEMENT OF CASH FLOWS

The accompanying notes form part of, and should be read in conjunction with these financial statements.

CDL Investments New Zealand Limited | 19

CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2022 2021

RECONCILIATION OF PROFIT FOR THE PERIOD TO CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit after Taxation 31,189 31,264

Adjusted for non cash items:

Depreciation of investment property 538 71

Depreciation of plant & equipment 2 2

Depreciation of right-of-use assets 19 13

Income tax expense 6 12,129 12,159

Transfer of development properties to investment properties 9 - (4,484)

Adjustments for movements in working capital:

(Increase)/Decrease in receivables 3,152 (1,993)

(Increase)/Decrease in development property (17,407) (24,303)

Increase/(Decrease) in payables (5,903) 3,388

CASH GENERATED FROM OPERATING ACTIVITIES 23,719 16,117

Income tax paid (12,495) (12,000)

CASH INFLOW FROM OPERATING ACTIVITIES 11,224 4,117

For the Year Ended 31 December 2022

CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED

The accompanying notes form part of, and should be read in conjunction with these financial statements.

20 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

SIGNIFICANT ACCOUNTING POLICIES

REPORTING ENTITY

CDL Investments New Zealand Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and listed on the

New Zealand Stock Exchange. The Company is a FMC Reporting Entity in terms of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013.

The financial statements of the Company for the year ended 31 December 2022 comprises the Company and its subsidiary (together referred to as the “Group”).

The principal activities of the Group are the development and sale of residential land properties and rental income from the ownership of development properties

and investment properties comprising commercial warehousing and retail shops.

(A) STATEMENT OF COMPLIANCE

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They comply with

New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate

for Tier 1 profit-oriented entities. The financial statements also comply with International Financial Reporting Standards (“IFRS”).

The financial statements were authorised for issuance on 16 February 2023.

(B) BASIS OF PREPARATION

The financial statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial information presented in

New Zealand dollars has been rounded to the nearest thousand.

The financial statements have been prepared on the historical cost basis and on a going concern basis.

The preparation of financial statements in conformity with NZ IFRS requires management to make judgements, estimates and assumptions that affect the

application of company policies and reported amounts of assets and liabilities, income and expenses. 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 period 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 amounts recognised in the financial statements are described in Note 2 – Accounting Estimates and Judgements.

(C) BASIS OF CONSOLIDATION

(i) Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are

included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing these

consolidated financial statements.

(D) PROPERTY, PLANT AND EQUIPMENT

Items of property, plant and equipment are stated at cost less accumulated depreciation. The cost of purchased property, plant and equipment is the value

of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in bringing the assets to the

location and condition necessary for their intended service. Depreciation on assets is calculated using the straight-line method to allocate cost to their

residual values over their estimated useful lives, as follows:

• Buildings 50 years

• Building surfaces and finishes 30 years

• Building services 20 – 30 years

• Plant and equipment 3 – 10 years

• No residual values are ascribed to building surfaces and finishes. Residual values of 10% are ascribed to building core.

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CDL Investments New Zealand Limited | 21

CDL INVESTMENTS NEW ZEALAND LIMITED

SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

(E) TRADE AND OTHER PAYABLES

Trade and other payables are stated at amortised cost.

(F) REVENUE

Revenue represents amounts derived from land and property sales, and is recognised when the customer obtains control of the property and is able to

direct and obtain the benefits from the property. The customer gains control of the property when the Company receives full and final consideration for

the property and the Company transfers over the Certificate of Title.

Rental income from investment properties under operating leases is recognised on a straight-line basis over the term of the lease to the extent that future

rental increases are known with certainty.

The Group grants deferred settlement terms of up to 12 months on certain sections. The total value of these deferred settlements amounted to $17 million

(2021: $14 million). In some instances the acquirers are permitted access to the residential sections for building activities prior to settlement. However, the

acquirer does not obtain substantially all of the remaining benefits of the asset until final settlement of the land and the title has passed.

(G) NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The following new standards and amendments to standards are not yet effective for the year ended 31 December 2022, and have not been applied in

preparing these consolidated financial statements:

• NZ IFRS 17 Insurance Contracts

• Amendments to NZ IFRS 17

• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and NZ IFRS Practice Statement 2)

• Definition of Accounting Estimate (Amendments to NZ IAS 8)

• Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to NZ IAS 12 Income Taxes)

• Initial Application of NZ IFRS 17 and NZ IFRS 9 – Comparative Information (Amendments to NZ IFRS 17)

The Group has assessed the new standards and the adoption of these standards is not expected to have a material impact on the Group’s

financial statements.

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

22 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

1. SEGMENT REPORTING

OPERATING SEGMENTS

The operating segments of the Group consists of property operations, comprising the development and sale of residential land sections and rental income from

development properties and investment properties.

The Group has determined that its chief operating decision maker is the Board of Directors on the basis that it is this group which determines the allocation

of resources to segments and assesses their performance. There is no disclosure for the operating segments given that the Board of Directors do not review

residential sales results separately from rental results from investment properties.

An operating segment is a distinguishable component of the Group:

• That is engaged in business activities from which it earns revenues and incurs expenses,

• Whose operating results are regularly reviewed by the group’s chief operating decision maker

to make decisions on resource allocation to the segment and assess its performance, and

• For which discrete financial information is available.

GEOGRAPHICAL SEGMENTS

Segment revenue is based on the geographical location of the segment assets. All segment revenues are derived in New Zealand.

Segment assets are based on the geographical location of the development property. All segment assets are located in New Zealand.

The Group has no major customer representing greater than 10% of the Group’s total revenues except for a one off transaction for the sale of an industrial

property of $29.0 million.

2. ACCOUNTING ESTIMATES AND JUDGEMENTS

Management discussed with the Audit Committee the development, selection and disclosure of the Group’s critical accounting policies and estimates and the

application of these policies and estimates.

KEY SOURCES OF ESTIMATION UNCERTAINTY

In Note 15, detailed analysis is given of the interest rate and credit risk exposure of the Group and risks in relation thereto. The Group is also exposed to a risk of

impairment to development properties should the carrying value exceed the market value due to market fluctuations in the value of development properties.

However, there is no indication of impairment as the market value determined by an independent registered valuer significantly exceeds the carrying value of

development properties.

The Group is also exposed to a risk of impairment to investment properties should the carrying value exceed the market value due to market fluctuations in the

value of investment properties. However, there is no indication of impairment as the market value determined by an independent registered valuer significantly

exceeds the carrying value of investment properties (see Note 9).

3. ADMINISTRATIVE AND OTHER EXPENSES

The following items of expenditure are included in administrative and other expenses:

GROUP

IN THOUSANDS OF DOLLARS NOTE 2022 2021

Auditors’ remuneration

• Audit fees 88 61

• Tax compliance and tax advisory fees 4 4

Depreciation 560 86

Directors’ fees 17 130 130

Rental payments 66 66

CDL Investments New Zealand Limited | 23

CDL INVESTMENTS NEW ZEALAND LIMITED

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

4. PERSONNEL EXPENSES

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Wages and salaries 751 517

Employee related expenses and benefits 121 70

Increase in liability for long-service leave 8 3

880 590

The Group’s net obligation in respect of long-term service benefits, is the amount of future benefit that employees have earned in return for their service in the

current and prior periods. The obligation is calculated using their expected remunerations and an assessment of likelihood the liability will arise.

5. NET FINANCE INCOME

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Interest income 1,664 616

Finance income 1,664 616

Interest expense (7) (4)

Finance costs (7) (4)

NET FINANCE INCOME 1,657 612

Finance income comprises interest receivable on funds invested that are recognised in profit or loss. Interest income is recognised in profit or loss as it accrues,

using the effective interest method.

Finance costs comprises interest costs on lease liabilities that are recognised in the income statement.

6. INCOME TAX EXPENSE

Recognised in the statement of comprehensive income

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Current tax expense

Current year 12,050 12,144

12,050 12,144

Deferred tax expense

Origination and reversal of temporary differences 79 15

79 15

TOTAL INCOME TAX EXPENSE IN THE STATEMENT OF COMPREHENSIVE INCOME 12,129 12,159

Reconciliation of effective tax rate

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Profit before income tax 43,318 43,423

Income tax using the company tax rate of 28% (2021: 28%) 12,129 12,159

12,129 12,159

EFFECTIVE TAX RATE 28% 28%

24 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

6. INCOME TAX EXPENSE – CONTINUED

Income tax for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised

directly in equity or other comprehensive income, in which case it is recognised in equity or in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance date, and any

adjustment to tax payable in respect of previous years.

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. The temporary differences relating to investments in subsidiaries are not provided for to the extent that they will probably

not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount

of assets and liabilities, using tax rates enacted or substantively enacted at the balance date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

7. IMPUTATION CREDITS

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

IMPUTATION CREDITS AVAILABLE FOR USE IN SUBSEQUENT REPORTING PERIODS 93,113 84,322

8. DEVELOPMENT PROPERTY

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Expected to settle greater than one year 186,728 164,589

Expected to settle within one year 16,420 21,152

DEVELOPMENT PROPERTY 203,148 185,741

Development property is carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development, and holding costs such as

interest. Interest and other holding costs incurred after completion of development are expensed as incurred. All holding costs are written off through profit or

loss in the year incurred with the exception of interest holding costs which are capitalised during the period when active development is taking place. No interest

(2021: nil) has been capitalised during the year. Development property includes deposits paid on unconditional contracts for development land.

The Group’s inventory of development property is reviewed at each balance date to ensure its carrying amount is recorded at the lower of its cost and net

realisable value. The net realisable value of the development property is the estimated selling price in the ordinary course of business less the estimated costs of

completion and costs necessary to make the sale. The determination of net realisable value of inventory involves estimates taking into consideration prevailing

market conditions, current prices and expected date of commencement and completion of the project, the estimated future selling price, cost to complete

projects and selling costs. An impairment loss is recognised in the income statement to the extent that the carrying value of development property exceeds its

estimated net realisable value.

CDL Investments New Zealand Limited | 25

CDL INVESTMENTS NEW ZEALAND LIMITED

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

9. INVESTMENT PROPERTY

GROUP

WORK IN

IN THOUSANDS OF DOLLARS FREEHOLD LAND BUILDINGS PROGRESS TOTAL

Cost

Balance at 1 January 2021 265 2,873 187 3,325

Additions - 180 15,414 15,494

Transfers from development properties 394 - 4,090 4,484

Balance at 31 December 2021 659 3,053 19,691 23,403

Balance at 1 January 2022 659 3,053 19,691 23,403

Additions - - 13,587 13,587

Transfers between categories - 33,278 (33,278) -

Balance at 31 December 2022 659 36,331 - 36,990

Depreciation and impairment losses

Balance at 1 January 2021 - - - -

Depreciation charge for the year - (71) - (71)

Balance at 31 December 2021 - (71) - (71)

Balance at 1 January 2022 - (71) - (71)

Depreciation charge for the year - (538) - (538)

Balance at 31 December 2022 - (609) - (609)

Carrying amounts

Balance at 1 January 2021 265 2,873 187 3,325

BALANCE AT 31 DECEMBER 2021 659 2,982 19,691 23,332

Balance at 1 January 2022 659 2,982 19,691 23,332

BALANCE AT 31 DECEMBER 2022 659 35,722 - 36,381

Investment properties consist of commercial warehousing at Roscommon Road in Auckland, retail shops at Prestons Park in Christchurch, and retail shops at

Stonebrook in Rolleston which are fully operational.

Investment properties are properties held either to earn rental income or capital appreciation or for both, but not for sale in the ordinary course of business,

use in the production or supply of goods and services, or for administrative purposes.

Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation on the investment properties is

computed by asset classes using the policy disclosed in Note (d). Cost includes expenditure that is directly attributable to the acquisition of the investment

properties. Costs of self-constructed investment properties include costs of materials and direct labour, any other costs directly attributable to bringing the

investment properties to a working condition for their intended use and capitalised borrowing costs. Gains and losses on disposal of investment properties

(calculated as the difference between the net proceeds from disposal and the carrying amounts of the investment properties) are recognised in the profit

and loss.

The fair value of investment properties held at 31 December 2022 was determined, on an open market existing use basis, by an independent registered valuer,

DM Koomen SPINZ of Extensor Advisory Limited as $62.6 million.

26 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

10. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following: GROUP

ASSETS LIABILITIES NET

IN THOUSANDS OF DOLLARS 2022 2021 2022 2021 2022 2021

Plant and equipment - - (156) (30) (156) (30)

Development property - - (81) (108) (81) (108)

Employee benefits 84 55 - - 84 55

Trade and other payables - 9 - - - 9

NET TAX ASSETS/(LIABILITIES) 84 64 (237) (138) (153) (74)

MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR

GROUP

BALANCE RECOGNISED IN BALANCE

IN THOUSANDS OF DOLLARS 1 JAN 2021 PROFIT OR LOSS 31 DEC 2021

Plant and equipment (30) (30)

Development property (116) 8 (108)

Employee benefits 50 5 55

Trade and other payables 7 2 9

(59) (15) (74)

MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR

GROUP

BALANCE RECOGNISED IN BALANCE

IN THOUSANDS OF DOLLARS 1 JAN 2022 PROFIT OR LOSS 31 DEC 2022

Plant and equipment (30) (126) (156)

Development property (108) 27 (81)

Employee benefits 55 29 84

Trade and other payables 9 (9) -

(74) (79) (153)

11. TRADE AND OTHER RECEIVABLES

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Trade receivables 222 94

Other receivables and prepayments 2,105 5,385

TRADE AND OTHER RECEIVABLES 2,327 5,479

None of the trade and other receivables are impaired.

Trade and other receivables are stated at their cost less impairment losses. The Group applies the simplified approach to providing for expected credit losses

prescribed by NZ IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. The allowance for doubtful debts on trade

receivables are either individually or collective assessed based on number of days overdue. The Group takes into account the historical loss experience and

incorporate forward looking information and relevant macroeconomic factors.

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

CDL Investments New Zealand Limited | 27

CDL INVESTMENTS NEW ZEALAND LIMITED

12. CASH AND CASH EQUIVALENTS

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Bank balances 1,667 3,025

Call deposits 30,000 50,000

CASH AND CASH EQUIVALENTS 31,667 53,025

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

13. CAPITAL AND RESERVES

COMPANY

Share capital 2022 2022 2021 2021

SHARES SHARES

‘000S $000’S ‘000S $000’S

Shares issued 1 January 287,513 64,454 280,435 56,654

Issued under dividend reinvestment plan 1,295 1,375 7,078 7,800

TOTAL SHARES ISSUED AND OUTSTANDING 288,808 65,829 287,513 64,454

All shares carry equal rights and rank pari passu with regard to residual assets of the Company and do not have a par value. At 31 December 2022, the authorised

share capital consisted of 288,807,697 fully paid ordinary shares (2021: 287,513,023).

DIVIDEND REINVESTMENT PLAN

In 1998, the Company adopted a Dividend Reinvestment Plan pursuant to which shareholders may elect to receive ordinary dividends in the form of either cash

or additional shares in the Company. The additional shares are issued at the weighted average market price for the shares traded over the first five business days

immediately following the Record Date.

Accordingly, the Company issued 1,294,674 additional shares under the Dividend Reinvestment Plan on 13 May 2022 (2021: 7,077,888) at a strike price of $1.0624

per share issued (2021: $1.1020).

DIVIDENDS

The following dividends were declared and paid during the year 31 December 2022:

COMPANY

IN THOUSANDS OF DOLLAR 2022 2021

3.5 cents per qualifying ordinary share (2021: 3.5 cents) 10,063 9,815

10,063 9,815

The following dividends were declared by the directors on 9 February 2023. The dividends have not been provided for and there are no income tax consequences.

It is anticipated that a portion of the dividends declared will be paid by way of shares through the Dividend Reinvestment Plan.

IN THOUSANDS OF DOLLAR COMPANY

3.5 cents ordinary dividend per qualifying ordinary share 10,108

3.5 CENTS TOTAL DIVIDEND PER QUALIFYING ORDINARY SHARE 10,108

BASIC AND DILUTED EARNINGS PER SHARE

The basic earnings per share and the diluted earnings per share are the same. The calculation of basic and diluted earnings per share at 31 December 2022 was

based on the profit attributable to ordinary shareholders of $31,189,000 (2021: $31,264,000); and weighted average number of ordinary shares outstanding during

the year ended 31 December 2022 of 288,376,000 (2021: 285,154,000), calculated as follows:

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

28 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

13. CAPITAL AND RESERVES – CONTINUED

PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (BASIC & DILUTED)

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Profit for the period 31,189 31,264

PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 31,189 31,264

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

COMPANY

2022 2021

SHARES SHARES

‘000S ‘000S

Issued ordinary shares at 1 January 287,513 280,435

Effect of 1,294,674 shares issued in May 2022 863 -

Effect of 7,077,888 shares issued in May 2021 - 4,719

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES AT 31 DECEMBER 288,376 285,154

EARNINGS PER SHARE (BASIC & DILUTED)

GROUP

2022 2021

BASIC AND DILUTED EARNINGS PER SHARE (CENTS PER SHARE) 10.82 10.96

14. FINANCIAL INSTRUMENTS

The Group only holds non-derivative financial instruments which comprise trade and other receivables, cash and cash equivalents, short term deposits, and trade

and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable

transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfer the financial asset to

another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified

in the contract expire or are discharged or cancelled.

GROUP

IN THOUSANDS OF DOLLARS NOTE 2022 2021

Financial Assets

Cash and cash equivalents 12 31,667 53,025

Short term deposits 40,075 30,000

Trade and other receivables 11 2,327 5,479

Financial Liabilities

Trade and other payables 1,340 7,297

Exposure to credit and interest rate risks arises in the normal course of the Group’s business.

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

CDL Investments New Zealand Limited | 29

CDL INVESTMENTS NEW ZEALAND LIMITED

14. FINANCIAL INSTRUMENTS – CONTINUED

CREDIT RISK

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers

requiring credit over a certain amount. The Group does not require collateral in respect of financial assets.

The key factor in managing risk is that the Certificate of Title is only transferred to the purchaser when all cash is received in full upon settlement.

The Group’s exposure to credit risk is mainly influenced by its customer base. As such it is concentrated to the default risk of its industry. However,

geographically there is no credit risk concentration as the Company spreads the risk by operating in three regions in the North Island and one region in the

South Island.

Cash, cash equivalents, and term deposits are allowed only in liquid securities and only with counterparties that have a credit rating equal to or better than

the Group. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

At the balance date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of

each financial asset.

INTEREST RATE RISK

The Group has no exposure to interest rate risk as there are no funding facilities (2021: nil). However, the Group is exposed to movements in interest rates on

short-term investments which is explained in the Sensitivity analysis. Interest income is earned on the cash and cash equivalent balance and the short term

deposits balance.

SENSITIVITY ANALYSIS

The Group manages interest rate risk by maximising its interest income through forecasting its cash requirements and cash inflows. Over the longer-term,

however, permanent changes in interest rates will have an impact on profit.

A decrease of one percentage point in interest rates would have decreased the Group’s profit before income tax by $623,000 (2021: $794,000) in the

current period.

EFFECTIVE INTEREST AND REPRICING ANALYSIS

In respect of income earning financial assets, the following tables indicate the effective interest rates at the balance sheet date and the periods in which

they reprice.

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

20222021

IN THOUSANDS OF DOLLARSNOTE

EFFECTIVE

INTEREST

RAT ETOTAL

6 MONTHS

OR LESS

6-12

MONTHS

EFFECTIVE

INTEREST

RAT ETOTAL

6 MONTHS

OR LESS

6-12

MONTHS

Cash and cash equivalents120.00%

to 4.78%

31,66731,667-0.00%

to 0.79%

53,02553,025-

Short term deposits3.30%

to 5.26%

40,07535,0755,0000.56%

to 1.20%

30,00020,00010,000

71,74266,7425,00083,02573,02510,000

GROUP

30 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

14. FINANCIAL INSTRUMENTS – CONTINUED

LIQUIDITY RISK

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an ongoing basis. In general,

the Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities. It is the Group’s policy to

provide credit and liquidity enhancement only to wholly owned subsidiaries.

The following table sets out the contractual cash flows for all financial liabilities that are settled on a gross cash flow basis:

GROUP

2022 2021

BALANCE 6 MONTHS 6-12 BALANCE 6 MONTHS 6-12

IN THOUSANDS OF DOLLARS SHEET OR LESS MONTHS SHEET OR LESS MONTHS

Trade and other payables 1,340 1,258 82 7,297 7,297 -

1,340 1,258 82 7,297 7,297 -

ESTIMATION OF FAIR VALUES

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the above tables.

(a) Cash, accounts receivable, accounts payable and related party receivables. The carrying amount for these balances approximate their fair value because

of the short maturities of these items.

CAPITAL MANAGEMENT

The Group’s capital includes share capital and retained earnings.

The Group’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 impact of the level of capital on shareholders’ return is also recognised and the Group recognises the need to maintain a balance between the

higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

The Group is not subject to any external imposed capital requirements.

The allocation of capital is, to a large extent, driven by optimisation of the return achieved on the capital allocated.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.

There have been no material changes in the Group’s management of capital during the period.

15. CAPITAL AND LAND DEVELOPMENT COMMITMENTS

As at 31 December 2022, the Group had entered into contractual commitments for development expenditure and purchases of land. Contractual agreements

for the purchase of land are subject to a satisfactory outcome of the Group's due diligence process, board approval, and OIO approval. Development expenditure

represents amounts contracted and forecast to be incurred in 2023 in accordance with the Group’s development programme.

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Development expenditure 21,991 20,858

Land purchases 4,010 20,300

26,001 41,158

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

CDL Investments New Zealand Limited | 31

CDL INVESTMENTS NEW ZEALAND LIMITED

For the Year Ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

16. RELATED PARTIES

IDENTITY OF RELATED PARTIES

The Company has a related party relationship with its wholly owned subsidiary, CDL Land New Zealand Limited, as well as a fellow subsidiary of its parent

(see Note 17), and with its Directors and executive officers.

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

None of the Directors of the Company and their immediate relatives have control of the voting shares of the Company. Key management personnel include

the Board comprising non-executive directors and executive directors.

The total remuneration and value of other benefits earned by each of the Directors of the Company for the year ending 31 December 2022 was:

GROUP

IN THOUSANDS OF DOLLARS 2022 2021

Non-executive directors 130 130

Executive directors 233 -

363 130

Non-executive directors receive director’s fees only. The executive directors receive short-term employee benefits which include a base salary and an incentive

plan. They do not receive remuneration or any other benefits as a director of the Company or its subsidiary.

Total remuneration of non-executive directors is included in “administrative and other expenses” (see Note 3) and total remuneration of executive directors is

included in “personnel expenses” (see Note 4).

17. GROUP ENTITIES

CONTROL OF THE GROUP

CDL Investments New Zealand Limited is a subsidiary of Millennium & Copthorne Hotels New Zealand Limited by virtue of Millennium & Copthorne Hotels New

Zealand Limited owning 65.99% (2021: 66.29%) of the Company and having two out of six of the Directors on the Board. Millennium & Copthorne Hotels New

Zealand Limited is 70.79% (2021: 70.79%) owned by CDL Hotels Holdings New Zealand Limited (computed on voting shares), which is a wholly owned subsidiary

of Millennium & Copthorne Hotels Limited in the United Kingdom. The ultimate holding company is Hong Leong Investment Holdings Pte Ltd in Singapore.

During the year CDL Investments New Zealand Limited has reimbursed its parent, Millennium & Copthorne Hotels New Zealand Limited, $351,000 (2021: $323,000)

for shared office expenses incurred by the parent on behalf of the Group and reimbursed its parent for its portion of insurance premiums of $153,000 (2021:nil).

In addition, the parent purchased $3,000 in tax pool credits from the Group.

During 2022, CDL Investments New Zealand Limited issued no additional shares (2021: 5,866,859) to its parent, Millennium & Copthorne Hotels New Zealand

Limited, under the Dividend Reinvestment Plan (see Note 13). The total shares on issue to Millennium & Copthorne Hotels New Zealand Limited is 190,591,297

(2021: 190,591,297).

18. CONTINGENT LIABILITIES

CDL Investments New Zealand Limited has a bank guarantee in place as a requirement of being listed on the New Zealand Stock Exchange. The maximum value

of this guarantee is $75,000 (2021: $75,000).

The Group has been named as respondents in a judicial review proceeding which was brought by the Applicant, Winton Property Investments Limited, in relation

to a decision of the Overseas Investment Office relating to the Group’s acquisition of land in Havelock North. The Applicant was seeking, inter alia, an order

setting aside the decision of the Overseas Investment Office in respect of the approval and/or a declaration that Ministers erred at law in making their decision to

grant consent. The proceedings, which were advised to the market on 21 July 2021, were heard in February 2022 and a decision in favour of the respondents was

handed down at the end of March 2022. The Applicant has now filed a notice of appeal and a hearing has been set down for May 2023 at this stage. The Group

will continue to vigorously defend its position and still considers the likelihood of the applicant being successful as low. It is not possible to determine what the

financial effect would be, if any, should the application be successful.

32 | CDL Investments New Zealand Limited



© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International

Limited, a private English company limited by guarantee. All rights reserved.


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the ’company’) and its subsidiaries

(the 'group') on pages 14 to 31:

i. present fairly in all material respects the

Group’s financial position as at 31 December

2022 and its financial performance and cash

flows for the year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2022;

— the consolidated statement of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.

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.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $2.1 million determined with reference to a benchmark of group profit before

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.




© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International

Limited, a private English company limited by guarantee. All rights reserved.


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the ’company’) and its subsidiaries

(the 'group') on pages 14 to 31:

i. present fairly in all material respects the

Group’s financial position as at 31 December

2022 and its financial performance and cash

flows for the year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2022;

— the consolidated statement of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.

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.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $2.1 million determined with reference to a benchmark of group profit before

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.

CDL Investments New Zealand Limited | 33




© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International

Limited, a private English company limited by guarantee. All rights reserved.


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the ’company’) and its subsidiaries

(the 'group') on pages 14 to 31:

i. present fairly in all material respects the

Group’s financial position as at 31 December

2022 and its financial performance and cash

flows for the year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2022;

— the consolidated statement of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.

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.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $2.1 million determined with reference to a benchmark of group profit before

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.




© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International

Limited, a private English company limited by guarantee. All rights reserved.


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the ’company’) and its subsidiaries

(the 'group') on pages 14 to 31:

i. present fairly in all material respects the

Group’s financial position as at 31 December

2022 and its financial performance and cash

flows for the year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2022;

— the consolidated statement of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.

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.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $2.1 million determined with reference to a benchmark of group profit before

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.




2


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. No Key Audit Matters were identified during the

audit. Our procedures were undertaken in the context of and solely for the purpose of our statutory audit opinion

on the consolidated financial statements as a whole and we do not express discrete opinions on separate

elements of the consolidated financial statements

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the Director’s Review, disclosures relating to corporate governance, the

trend statement and financial summary and the other information included in the Annual Report. Our opinion on

the consolidated financial statements does not cover any other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements, or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have received the Directors’ Review and have nothing

to report in regard to it. The Annual Report is expected to be made available to us after the date of this Independent

Auditor’s Report and we will report the matters identified, if any, to those charged with governance.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, 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;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

34 | CDL Investments New Zealand Limited



3


Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.

For and on behalf of




KPMG

Auckland

16 February 2023


CDL Investments New Zealand Limited | 35

CDL INVESTMENTS NEW ZEALAND LIMITED

20. LARGEST SHAREHOLDERS (As at 1 March 2023) (Listing Rule 3.7.1C)

RANK SHAREHOLDER NUMBER OF SECURITIES % OF ISSUED CAPITAL

1. Millennium & Copthorne Hotels New Zealand Limited 190,591,297 65.99

2. Adrian Ho 22,774,092 7.89

3. Accident Compensation Corporation – NZCSD 13,219,045 4.58

4. Citibank Nominees (New Zealand) Limited – NZCSD 4,117,922 1.43

5. Christina Seet 2,594,632 0.90

6. Custodial Services Limited 2,145,251 0.74

7. Faro Equities Limited 2,040,000 0.71

8. MFL Mutual Fund Limited – NZCSD 1,962,577 0.68

9. Hugh Green Limited 1,284,747 0.44

10. HSBC Nominees (New Zealand) Limited – NZCSD 1,235,624 0.43

11. Geok Loo Goh 1,079,834 0.37

12. Roger Parker 765,032 0.26

13. New Zealand Depository Nominee Limited 710,047 0.25

14. Steven Cheong Kwok Wing 639,458 0.22

15. Caliber Trustee Company Limited 591,573 0.20

16. Robert Wong & Christein Joe Wong 463,795 0.16

17. Michael Robert Mayger & Eleanor Margaret Mayger 452,096 0.16

18. Simon Hugh Berry 445,297 0.15

19. Alan David White 396,000 0.14

20. Tea Custodians Limited Client Property Trust Account – NZCSD 378,699 0.13

NZCSD provides a custodial depositary service to its clients and does not have a beneficial interest in the shares held in its name.

HOLDINGS SIZE (As at 1 March 2023)

NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL

1 – 499 10,018 0.00

500 – 999 31,454 0.01

1,000 – 1,999 481,524 0.17

2,000 – 4,999 2,900,417 1.00

5,000 – 9,999 3,601,521 1.25

10,000 – 49,999 14,033,721 4.86

50,000 – 99,999 6,869,463 2.38

100,000 – 499,999 15,128,448 5.24

500,000 – 999,999 2,706,110 0.94

1,000,000 +r 243,045,021 84.15

ROUNDING 0.00

TOTAL 2,794 288,807,697 100.00

REGULATORY DISCLOSURES




3


Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.

For and on behalf of




KPMG

Auckland

16 February 2023


36 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

DOMICILE OF SHAREHOLDERS (As at 1 March 2023)

NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL

New Zealand 2684 255,511,546 88.47

Australia and overseas 110 33,296,151 11.53

TOTAL 2,794 288,807,697 100.00

ADOPTION OF NEW NZX LISTING RULES

No waivers were sought from NZX in 2022.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conducts Act 2013, as at 1 March 2023, the substantial product holders in the Company

are noted below:

SECURITIES CLASS %

Millennium & Copthorne Hotels New Zealand Limited 190,591,297 Ordinary Shares 65.99

Adrian Ho 22,774,092 Ordinary Shares 7.89

As at 1 March 2023, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares) was 288,807,697.

DIRECTORS (Section 211(1)(I), Companies Act 1993)

As at 31 December 2022, the Company’s Directors were Messrs. C Sim, JC Adams, JH Henderson, DJ Jameson, ES Kwek and VWE Yeo. Mr. BK Chiu retired as a

director on 2 July 2022 and Mr. Adams was appointed on 1 June 2022.

The gender breakdown of the Board is 5 male directors and 1 female director (2021: 5 male directors and 1 female directors). CDI currently has 1 female and

3 male officers (2021: 1 female and 3 male officers).

REGULATORY DISCLOSURES – CONTINUED

CDL Investments New Zealand Limited | 37

CDL INVESTMENTS NEW ZEALAND LIMITED

INTERESTS REGISTER (Sections 189(1)(C) and 211(1)(E), Companies Act 1993)

The Company maintains an Interests Register as required under the Companies Act 1993. For the period under review, the following entries were recorded:

USE OF COMPANY INFORMATION (SECTION 145, COMPANIES ACT 1993)

During the year, the Board did not receive any notices from any Directors of the Company requesting the use of company information which they would have

received in their capacity as Directors which would not otherwise have been available to them.

SHARE DEALING (SECTION 148, COMPANIES ACT 1993)

No share dealings by Directors occurred during the year.

DIRECTORS’ AND ASSOCIATED PERSONS SHAREHOLDINGS (AS AT 31 DECEMBER 2022)

DIRECTOR 2021 2022

C Sim Nil Nil

JC Adams Nil Nil

BK Chiu Nil Nil

J Henderson Nil Nil

DJ Jameson Nil Nil

ES Kwek Nil Nil

VWE Yeo Nil Nil

REMUNERATION (SECTIONS 161 AND 211(1)(F), COMPANIES ACT 1993)

The total remuneration and value of other benefits earned received by each of the Directors of the Company for the year ending 31 December 2022 was:

DIRECTOR REMUNERATION

C Sim $35,000

JC Adams $478,528

BK Chiu Nil^

J Henderson $30,000

DJ Jameson $35,000

ES Kwek Nil^

VWE Yeo $30,000

^ Mr ES Kwek, being the Executive Director of Millennium & Copthorne Hotels Limited, did not receive any fees as Chairman or as a Director of the Company. Mr JC

Adams in his capacity as Managing Director of CDL Investments New Zealand Limited did not receive any fees as a Director of the Company or its subsidiary. Mr.

BK Chiu, in his capacity as Managing Director of Millennium & Copthorne Hotels New Zealand Limited did not receive any fees as Chairman or as a Director of the

Company or its subsidiary.

INDEMNITY AND INSURANCE (SECTION 162, COMPANIES ACT 1993)

In accordance with the Company’s constitution, the Company has insured all its Directors and the Directors of its subsidiary 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.

STATUTORY INFORMATION

38 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993)

As at 31 December 2022, the Directors of the Company have made general disclosures of interest in the following companies:

COLIN SIM

Chairman / Director of:

Millennium & Copthorne Hotels New Zealand Limited

Director of:

Autocaps (Aust) Pty Ltd Autocaps Pastoral Division Pty Limited Autocaps Vogue Pty Limited

Autocaps Vogue Pty Limited Bathurst Range Investments Pty Limited Builders Recycling Properties Pty Ltd

Builders Recycling Operations Pty Ltd CS Investments No. 1 Pty Ltd Desert Rose Group Pty Limited

Desert Rose Holdings Pty Limited DMM Investments (NSW) Pty Ltd East Quarter Group Pty Ltd

East Quarter Hurstville Pty Limited EQ Equity Pty Ltd EQ Finance Services Pty Limited

EQ Gosford Pty Ltd EQ Projects Pty Ltd EQ Projects Holdings Pty Ltd

EQ Property Holdings Pty Ltd EQ Revesby Pty Ltd EQ Riverside Pty Ltd

EQ Zetland Pty Ltd EQ Zetland Finance Pty Ltd Hurstville NSW Pty Limited

Naxta Pty Ltd New Dale Sim Pty Ltd PBD Phoenix Pty Limited

PCC DevCo 1 Pty Limited Phoenix Palm Developments Pty Limited Preslite Drive Technologies Pty Limited

Proactive Management Systems Pty Ltd SSK Investments Pty Ltd SSK Investments No 2 Pty Ltd

SSK Investments O/S Pty Ltd TECH5 Australia Pty Ltd Waterbrook Bayview Pty Ltd

Waterbrook Bayview Investment Pty Ltd Waterbrook Bayview Village Management Pty Ltd Waterbrook Bowral Pty Ltd

Waterbrook Bowral Investment Pty Ltd Waterbrook Brand Pty Ltd West Quarter Hurstville Pty Limited

J C ADAMS

Director of:

Adams 2008 Limited CDL Land New Zealand Limited Jaymen Limited

Prestons Road Limited

J H HENDERSON

Director of:

Ding Bay Limited John Henderson Resources Limited Maara Moana Limited

Maara Moana GP Limited Maara Moana HC Limited

D J JAMESON

Director of:

Ampio Limited GH Securities Trustee Limited Gubb & Hardy Limited

Milford Haven Limited

STATUTORY INFORMATION – CONTINUED

CDL Investments New Zealand Limited | 39

CDL INVESTMENTS NEW ZEALAND LIMITED

GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993)

As at 31 December 2022, the Directors of the Company have made general disclosures of interest in the following companies:

ES KWEK

Chairman / Director / President of:

Grand Plaza Hotel Corporation;

Chairman and Director of:

Millennium Hotels Italy Holdings srl Millennium Hotels Palace Management srl Millennium Hotels Property srl

Director / President of:

Five Star Assurance Inc. The Philippine Fund Limited

Managing Director of:

ATOS Holdings GmbH

Director of:

125 OBS (Nominees 1) Limited 125 OBS (Nominees 2) Limited 125 OBS GP Limited

Actas Holdings Pte. Ltd Adelais Properties Limited Adelanto Investments Pte. Limited

Adelphia Holdings Limited Allinvest Holding Pte. Ltd Allsgate Properties Limited

Alphagate Holdings Limited Androgate Properties Limited Aquarius Properties Pte. Ltd

Archyfield Limited Ascent View Holdings Pte. Ltd Aster Land Development Pte Ltd

Aston Properties Pte. Ltd Atlasgate SG Holdings Pte. Ltd Atlasgate UK Holdings Pte. Ltd

Atlasgate UK Holdings Limited Baynes Investments Pte Ltd Beaumont Properties Limited

Beijing Fortune Hotel Co. Ltd Bellevue Properties Pte. Ltd Bestro Holdings Limited

Bloomshine Holdings Limited BOP Luxembourg (125 Obs) 2 SARL Branbury Investments Ltd

Barvogate Holdings SARL Bridge North Limited Camborne Developments Pte. Ltd

Canterbury Riverside Opco Limited Canterbury Riverside Propco Limited Canvey Developments Pte. Ltd

CDL Acquisitions Pte. Ltd CDL Aquila Pte. Ltd CDL Australia Holdings Pty. Ltd

CDL Commercial REIT Management Pte. Ltd CDL Constellation Pte. Ltd CDL Crestview Holdings Pte. Ltd

CDL Crown REIT Management Pte. Ltd CDL Entertainment & Leisure Pte. Ltd CDL Evergreen Pte. Ltd

CDL Hotels (Chelsea) Ltd CDL Hotels (Korea) Ltd CDL Hotels (Labuan) Ltd

CDL Hotels (Malaysia) Sdn. Bhd CDL Hotels (U.K.) Ltd CDL Hotels Japan Pte. Ltd

CDL Infinity Pte. Ltd CDL Land Pte. Ltd CDL Libra Commercial Pte. Ltd

CDL Libra Pte. Ltd CDL Management Services Pte. Ltd CDL Netherlands Investments BV

CDL Orion Investment Holdings Pte. Ltd CDL Pegasus Pte. Ltd CDL Perseus Pte. Ltd

CDL Pisces Commercial Pte. Ltd CDL Pro Star Development Pty Ltd CDL Properties BV

CDL Real Estate Asset Managers Pte Ltd CDL Real Estate Investment Managers Pte Ltd CDL Regulus Pte. Ltd

CDL Shanghai Holdings Pte. Ltd CDL Suzhou Investment Pte. Ltd Central Mall Pte. Ltd

Centro Investment Holding Pte Ltd Centro Property Holding Pte Ltd Chania Holdings Limited

Chestnut Avenue Developments Pte Ltd Cideco Pte Ltd City Boost Pte. Ltd

City Century Pte. Ltd City Condominiums Pte. Ltd City Connected Communities Pte. Ltd

City Delta Pte. Ltd City Developments Investments Pte. Ltd City Elite Pte. Ltd

City Gemini Pte Ltd City Ikonik Pte. Ltd City Lux Pte. Ltd

City Montage Pte. Ltd City Platinum Holdings Pte. Ltd City REIT Management Pte. Ltd

City Resyde Pte. Ltd City Sceptre Investments Pte. Ltd City Serviced Offices Pte. Ltd

City Strategic Equity Pte. Ltd City Sunshine Holdings Pte. Ltd City Thrive Pte. Ltd

Citydev Investments Pte. Ltd Citydev Real Estate (Singapore) Pte. Ltd Citydev Venture Holdings Pte. Ltd

Cityview Place Holdings Pte. Ltd Cityzens Developments Pte Ltd Copthorne (Nominees) Limited

Copthorne Aberdeen Limited Copthorne Hotel (Birmingham) Limited Copthorne Hotel (Cardiff) Limited

Copthorne Hotel (Effingham Park) Limited Copthorne Hotel (Gatwick) Limited Copthorne Hotel (Manchester) Limited

Copthorne Hotel (Merry Hill) Construction Limited Copthorne Hotel (Merry Hill) Limited Copthorne Hotel (Newcastle) Limited

Copthorne Hotel (Plymouth) Limited Copthorne Hotel (Slough) Limited Copthorne Hotel Holdings Limited

Copthorne Hotels Limited Copthorne Orchid Hotel Singapore Pte Ltd Copthorne Orchid Hotel Penang Sd. Bhd.

Crescent View Developments Pte Ltd Darien Properties Investment Limited Delfi One Investments Pte Ltd

Delfi Three Investments Pte Ltd Delfi Two Investments Pte Ltd Diplomat Hotel Holding Company Limited

Eastwest Portfolio Pte Ltd Easy Thrive Ventures Limited Edeva Holdings Limited

Educado Company Limited Elite Hotel Management Services Pte Ltd Ellinois Management Services Pte Ltd

Euroform (S) Pte Ltd Ferguson Hotels Holdings Limited Ferguson Investment Corp.

Finite Properties Investment Limited First Platinum Holdings Pte. Ltd Freshview Developments Pte Ltd

Friars Road Manco Limited Glades Properties Pte. Ltd Grand Strategic Pte. Ltd

STATUTORY INFORMATION – CONTINUED

40 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

Grange 100 Pte Ltd Granmill Holdings Pte Ltd Greystand Holdings Limited

Guan Realty (Private) Limited Harbour Land Corporation Harbour View Hotel Pte Ltd

Harrow Entertainment Pte Ltd Heritage Pro International Limited Highline Holdings Limited

Highline Investments GP Limited Highline Properties GP Limited Hoko Fitzroy Pty Ltd

Hoko Kenmore Pty Ltd Hoko Macaulay Pty Ltd Hoko Mina Pty Ltd

Hoko Spencer Pty Ltd Hoko Toowong Pty Ltd Hong Bee Hardware Company Sdn Berhad

Hong Leong Enterprises Pte Ltd Hong Leong Foundation Hong Leong Hotel Development Limited

Hong Leong International Hotel (Singapore) Pte Ltd Hong Leong Properties Pte Limited Hospitality Holdings Pte Ltd

Hospitality Ventures Pte Ltd Hotel Liverpool Limited Hotel Liverpool Management Limited

HSRE Crosslane (Coventry) Limited HSRE Crosslane (Leeds) Limited HSU JV Holdco Limited

HThree City Jade Pte Ltd Iconique Tokutei Mokuteki Kaisha Infinity Properties Limited

Iselin Limited Island Glades Developments Pte Ltd Jayland Properties Limited

Keygate Holdings Limited King’s Tanglin Shopping Pte Ltd Kwek Holdings Pte Ltd

Kwek Hong Png Investment Pte Ltd Landco Properties Limited Le Grove Management Pte Ltd

Legend Commercial Pte Ltd Legend Commercial Trustee Pte Ltd Legend Investment Holdings Pte Ltd

Legend Quay Pte Ltd Lightspark Holdings Limited Lingo Enterprises Limited

London Britannia Hotel Limited London Tara Hotel Limited Lukestone Properties Limited

M&C (CB) Limited M&C (CD) Limited M&C Finance (1) Limited

M&C Management Holdings Limited M&C NZ Limited M&C Reservations Services Limited

M&C Asia Finance (UK) Limited M&C Asia Holdings (UK) Limited M&C Capital Pte Ltd

M&C Business Trust Management Limited (as trustee-manager of CDL Hospitality Business Trust) M&C Holdings (Thailand) Limited

M&C Hotel Investments Pte Limited M&C Hotels France Management SARL M&C Hotels Holdings Japan Pte Limited

M&C Hotels Holdings Limited M&C Hotels Holdings USA Limited M&C Hotels Japan Pte Limited

M&C New York Finance (UK) Limited M&C REIT Management Limited M&C Singapore Finance (UK) Limited

M&C Singapore Holdings (UK) Limited M&C Sponsorship Limited Melvale Holdings Limited

Millennium & Copthorne (Australian Holdings) Limited Millennium & Copthorne (Jersey Holdings) Limited Millennium & Copthorne Hotels Limited

Millennium & Copthorne International Limited Millennium & Copthorne Hotels Management (Shanghai) Limited Millennium & Copthorne Share Trustees Limited

Millennium Hotel Holdings EMEA Limited Millennium Hotels & Resorts Services Limited Millennium Hotels (West London) Limited

Millennium Hotels (West London) Management Limited Millennium Hotels Europe Holdings Limited Millennium Hotels Limited

Millennium Hotels London Limited New Bath Court (Opco) Limited New Bath Court Limited

New Empire Investments Pte Ltd New Synergy Investments Pte Ltd New Unity Holdings Ltd.

New Vista Realty Pte Ltd Newbury Investments Pte Ltd Novel Developments Pte Ltd

Palmerston Holdings Sdn. Bhd. Pavo Properties Pte Ltd Pinenorth Properties Limited

Qaiser Holdings Limited Queensway Hotel Holdings Limited Queensway Hotel Limited

Rainbow North Limited Redvale Developments Pte Ltd Redvale Investments Pte Ltd

Redvale Properties Pte Ltd Rehi Normanby Pty Limited Republic Hotels and Resorts Limited

Republic Iconic Hotel Pte Ltd Republic Plaza City Club (Singapore) Pte Ltd Reselton Properties Limited

Richmond Hotel Pte Ltd Richview Holdings Pte Ltd Rogo Investments Pte Ltd Rogo Realty Corporation

Scentview Holding Limited Scottsdale Properties Pte Ltd Serangoon Green Pte Ltd

Siena Commercial Development Pte Ltd Siena Residential Development Pte Ltd Siena Trustee Pte Ltd

Silkpark Holdings Limited Singapura Developments (Private) Limited Sonic Investment Pte. Limited

South Beach International Hotel Management Pte Ltd Southwaters Investment Pte Ltd Sparkland Holdings Pte Ltd

Summit Vistas Pte Ltd Sunmaster Holdings Pte Ltd Sunny Vista Developments Pte Ltd

Sunshine Plaza Pte Ltd Sycamore House Manco Limited TC Development Pte Ltd

Tempus Platinum Investments Tokutei Mokuteki Kaisha TOSCAP Limited Treasure Realm Limited

Trentwell Management Pte Ltd Trentworth Properties Limited Tucana Commercial Pte Ltd

Tucana Properties Pte Ltd Tucana Residential Pte Ltd U-Paragon Holdings Limited

Ventagrand Holdings Limited Verspring Properties Pte Ltd Verwood Holdings Pte Ltd

Vinemont Investments Pte Ltd Welland Investments Limited White Haven Properties Pte Ltd

Whitehall Holdings Limited Zatrio Pte Ltd

General Manager of:

M& C Hotels France SAS

Alternate Director of:

Mount V Development Pte Ltd; South Beach Consortium Pte Ltd

STATUTORY INFORMATION – CONTINUED

CDL Investments New Zealand Limited | 41

CDL INVESTMENTS NEW ZEALAND LIMITED

VWE YEO

Executive Director / Chief Executive Officer of:

M&C Business Trust Management Limited M&C REIT Management Limited

Director / Managing Director of:

CDLHT Oceanic Maldives Private Ltd CDL HBT Oceanic Maldives Pvt Ltd Sanctuary Sands Maldives Private Limited

Director of:

CDL HBT Cambridge City Pte. Ltd CDL HBT Cambridge City (UK) Ltd CDL HBT Cambridge City Hotel (UK) Ltd

CDL HBT Hanei Pte. Ltd CDL HBT Investments (I) Pte. Ltd CDL HBT North Ltd

CDL HBT Oceanic Holdings Pte Ltd CDL HBT Sun Three Ltd CDL HBT Sun Four Ltd

CDLHT CFM One Pte Ltd CDLHT CFM Two Pte Ltd CDLHT CFM III BV

CDDLHT CFM III SRL CDLHT Hanei One Pte.Ltd CDLHT Hanei Two Pte.Ltd

CDLHT Munich One Pte Ltd CDLHT Munich Two Pte Ltd CDLHT MTN Pte. Ltd

CDLHT Oceanic Holdings Pte Ltd CDLHT Two Ltd Gemini Two Pte Ltd

Hospitality Holdings Pte Ltd Munich Furniture BV NKS Hospitality I BV

NKS Hospitality III SRL Sunshine Hotels Australia Pty Ltd The Lowry Hotel Ltd

EMPLOYEE REMUNERATION (Section 211(1)(G), Companies Act 1993)

The number of employees or former employees of the Company and its subsidiary who received remuneration and any other benefits in their capacity as

employees, the value of which was or exceeded $100,000 per annum are as follows:

REMUNERATION AND VALUE OF OTHER BENEFITS NUMBER OF EMPLOYEES

180,001 – 190,000 1

470,001 – 480,000 1

DONATIONS (Sections 211(1)(H) and 211(2), Companies Act 1993)

The Company made no donations during the year.

AUDIT FEES (Sections 211(1)(J) and 211(2), Companies Act 1993)

During the period under review, the following amounts were payable to the external auditors KPMG:

IN THOUSANDS OF DOLLARS 2021 2022

Annual Audit 61 88

KPMG Other Services 4 4

SUBSIDIARY COMPANY AND DIRECTORS (Section 211(2), Companies Act 1993)

The Company’s subsidiary and its directors as at 31 December 2022 are listed below:

NAME DIRECTORS OWNERSHIP ACTIVITY

CDL Land New Zealand Limited JC Adams, T Ito, JB Pua 100.00% Development & Sale of Residential Land Sections

and Rental Income from Development Properties

& Investment Properties

The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.

STATUTORY INFORMATION – CONTINUED

42 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK

CDL Investments New Zealand Limited | 43

CDL INVESTMENTS NEW ZEALAND LIMITED

THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK

NELSON
• Pelorus Sound

HAWKE'S BAY PROJECTS

• Arataki Road, Havelock North

• Iona Block, Havelock North

CHRISTCHURCH

• Prestons Park

• Prestons Retail Centre

SELWYN PROJECTS

• Stonebrook, Rolleston

• Stonebrook Retail Centre

HAMILTON PROJECTS

• Gordonton Road, Puketaha

AUCKLAND PROJECTS

• Kewa Road, Albany

• Christian Road, Swanson

• Noel Burnside Warehousing, Wiri

• Trig Road, West Harbour

SUBDIVISION LOCATION MAP

AUCKLAND

HAMILTON

CHRISTCHURCH

HAVELOCK NORTH

HAWKE'S BAY

NELSON

ROLLESTON, SELWYN

CORPORATE
DIRECTORY

BOARD OF

DIRECTORS

Colin Sim (Independent Director and Chair)

Jason Adams (Managing Director)

John Henderson (Independent Director and Member of the Audit Committee)

Desleigh Jameson (Independent Director and Chair of the Audit Committee)

Kwek Eik Sheng (Non-Executive Director)

Vincent Yeo (Non-Executive Director)


MANAGEMENT

TEAM

Jason Adams (Managing Director and Executive Director,

CDL Land New Zealand Limited)

Jackson Bull (General Manager, CDL Land New Zealand Limited)

Natasha Hood (Group Accounting Manager)

Takeshi Ito (Company Secretary / Legal Counsel)


REGISTERED OFFICE

AND CONTACT DETAILS

Level 13, 280 Queen Street, Auckland, New Zealand

(from 3 April 2023: Level 7, 23 Customs Street East, Auckland, New Zealand)

P O Box 3248, Shortland Street, Auckland 1140, New Zealand

Telephone: +64 9 353 5077

Facsimile: +64 9 353 5098

Website: www.cdlinvestments.co.nz


AUDITORS

KPMG, Auckland


BANKERS

ANZ Bank New Zealand Limited, Auckland


SOLICITORS

Bell Gully (Auckland)

Anthony Harper (Christchurch)


SHARE

REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142, New Zealand

Telephone: +64 9 488 8700

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz


STOCK EXCHANGE

LISTING

New Zealand Exchange (NZX)

Company Code: CDI

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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