CDI 2022 ASM Notice of Meeting

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CDL INVESTMENTS NEW ZEALAND LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Notice is given that the Annual Meeting of CDL Investments New Zealand Limited (“the Company” or “CDI”) will be held on Tuesday
23 May 2023 commencing at 10.00am (New Zealand time) at M Social Auckland, 196-200 Quay Street, Auckland, New Zealand
and virtually via the online platform provided by CDI’s share registrar, Computershare Investor Services Limited, at
https://meetnow.global/nz.


BUSINESS

Chairman’s Welcome and Introduction

Managing Director’s Review

Resolutions


1 To re-elect director

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

(See Explanatory Notes for more information and profile)

2 To elect director

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

(See Explanatory Notes for more information and profile)


3 Auditor’s remuneration

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

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

(See Explanatory Notes for more information)


General Business

By Order of the Board



Takeshi Ito
Vice President Legal & Company Secretary
24 April 2023

PROCEDURAL NOTES

Entitlement to vote
You are entitled to vote at the Annual Meeting if you have a shareholding at 5.00pm on Friday 19 May 2023 (New Zealand
time).

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

Proxies and Corporate Representatives

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

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

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

• vote in accordance with your express direction; and

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


Proxy forms must be received by the Company’s share registrar, Computershare Investor Services Limited (contact
details for which are set out on the proxy form), by 10.00am on Sunday 21 May 2023 (New Zealand time). A proxy form is
enclosed with this Notice.

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

How to attend the meeting online

In addition to attending in person, shareholders can attend the meeting virtually through the Computershare meeting
platform https://meetnow.global/nz.

To access the meeting, click ‘Go’ under the CDI meeting and then click ‘JOIN MEETING NOW’. By using the meeting
platform, you will be able to watch the meeting, vote and ask questions online using your smartphone, tablet or desktop
device. Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for more information.

You will need the latest version of Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.
If you have any questions, or need assistance with the online process, please contact Computershare Investor Services
Limited on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday (New Zealand time). Audio will stream through
the selected device, so shareholders will need to ensure that they have the volume control on their headphones or device
turned up. Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and ask
questions, by using their own computers or mobile devices. Shareholders will still be able to appoint a proxy to vote for
them, as they otherwise would, by following the instructions on the proxy form and this Notice of Annual Meeting. Details of
how to participate ‘virtually’ are provided in the Virtual Meeting Guide, with instructions for accessing the virtual meeting.
Shareholders are encouraged to review this guide prior to the Annual Meeting. Shareholders will require their
CSN/Shareholder Number, which can be found on their proxy form, for verification purposes.


If you are attending the meeting in person

The Hotel has car parking space on site for a fee but spaces are limited. Alternatively, shareholders can use the
Auckland Council Downtown Carpark building. If you are taking public transport, M Social Auckland is a short walk from
the Britomart Transport Centre and the Queens Wharf Ferry Terminal.

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EXPLANATORY NOTES

Resolution 1 –Re-election of director:

Eik Sheng KWEK

Mr. Kwek is a Non-Executive Director of CDI.

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 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.

The Board has determined that Mr. Kwek is not an Independent Director as defined under the NZX Listing Rules because
of his association with the majority shareholder of the Company.

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


Resolution 2 –Election of director:

Jason ADAMS

Mr. Adams was appointed as CDI’s Managing Director in 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 of development of CDI’s residential and commercial land portfolio
since 2007.

Due to his executive role with CDI, the Board has determined that Mr. Adams is not an Independent Director as defined
under the NZX Listing Rules.

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


Resolution 3 –Auditor’s remuneration:

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

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

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the
name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box, your proxy may vote as they choose. If you mark
more than one box on an item, your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her to vote on their behalf. If you appoint
the Chair of the meeting, or any other director, as your proxy and do not direct him or
her how to vote in the proxy form, the Chair of the meeting, or that other director, will
vote in favour of all of the resolutions set out in the Notice of Meeting. To appoint the
Chair of the meeting or another director as your proxy, enter ‘the Chair’ or the name of
that other director you wish to appoint in the space allocated in ‘Step 1’ of this form.
Direct the Chair, or other director, how to vote by marking one of the boxes opposite
each item of business. If you mark more than one box on an item, your vote will be
invalid on that item.
The Chair and the other directors are not prepared to speak at the Annual Meeting on
behalf of a shareholder who appoints them as that shareholder’s proxy. If you wish to
ask questions at the meeting, you should either attend the meeting or appoint a proxy
for that purpose, other than the Chair or other director.
If you do not name a person as your proxy but otherwise complete the proxy form
in full, or you appoint a proxy but your named proxy does not attend the meeting,
the Chair of the meeting will be appointed your proxy. When acting as proxy in these
circumstances, the Chair of the meeting will:
• vote in accordance with your express direction; and
• for any resolutions where you have selected “proxy discretion”, vote in
accordance with his or her discretion (subject to any applicable voting
restrictions).
Attending the Meeting
If you are attending the meeting in person, bring this form to assist registration.
If a representative of a corporate shareholder or proxy is to attend the meeting
you will need to provide the appropriate “Certificate of Appointment of Corporate
Representative” prior to admission. If you are attending the meeting virtually,
the meeting will be accessible on both desktop and mobile devices. Please refer
to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz
for more information.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons who
sign on behalf of a company must be acting with the company’s express or implied
authority.
Comments & Questions
If you have any comments or questions for the Company, please write them on a
separate sheet of paper and return with this form.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00am on Sunday, 21 May 2023 (New Zealand time).
HYBRID MEETING
All shareholders will have the opportunity to attend and participate in the 2023 Annual Meeting either in person or
online via an internet connection (using a computer, laptop, tablet or smartphone). If you wish to attend the meeting virtually, the meeting
will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of CDL Investments
New Zealand Limited to be held at M Social Auckland, 196-200 Quay Street, Auckland, and online at https://meetnow.global/nz on Tuesday, 23 May 2023,
commencing at 10.00am (New Zealand time) and at any adjournment of that meeting.
I/We being a shareholder/shareholders of CDL Investments New Zealand Limited
Items of Business - Voting Instructions
STEP 2
Please note: Unless otherwise instructed, the proxy will vote or abstain from voting as he/she thinks fit. If the shares are held jointly, the voting
instructions given in this section are given on behalf of each joint holder.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Resolutions
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Shareholders can still attend the meeting electronically, even
if they have appointed a proxy
1.
To re-elect Eik Sheng KWEK as a director.
2.
To elect Jason ADAMS as a director.
3.
That the Board of Directors be authorised to fix the auditor’s fees and expenses.
ATTENDANCE SLIP
Annual Meeting of CDL Investments New Zealand Limited to be
held at M Social Auckland, 196-200 Quay Street, Auckland, and
online at https://meetnow.global/nz on Tuesday, 23 May 2023,
commencing at 10.00am (New Zealand time).