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CDI: 2023 Annual Report

Annual Report27 March 2024CDIReal Estate

CDL Investments New Zealand Limited | 1

Prestons Park, Christchurch

ANNUAL

REPORT

2023

2 | CDL Investments New Zealand Limited
2023 FINANCIAL SUMMARY3

CHAIRMAN'S REVIEW4

MANAGING DIRECTOR'S REVIEW5

RESIDENTIAL 2023 SNAPSHOT6

COMMERCIAL 2023 SNAPSHOT7

BOARD OF DIRECTORS8

CDL TEAM9

CORPORATE GOVERNANCE S TAT EM EN T10–17

CLIMATE RELATED DISCLOSURES18–29

OUTLINE OF MATERIAL RISKS30–31

FINANCIAL STATEMENTS CONTENTS32

FINANCIAL S TAT EM EN T S33–53

INDEPENDENT AUDITOR'S REPORT54–57

REGULATORY DISCLOSURES

& S TAT U TO RY I N FO R M AT I O N

58–65

SUBDIVISION LOCATION MAP66

CORPORATE DIRECTORY67

The Directors of CDL Investments New Zealand Limited are pleased to present

the Annual Report of the Company for the year ended 31 December 2023.

Signed for and on behalf of the Board of Directors:

DESLEIGH JAMESON

BOARD CHAIR

28 March 2024

JOHN HENDERSON

INDEPENDENT DIRECTOR

THIS BOOKLET IS PRINTED

USING VEGETABLE INKS ON

CERTIFIED FOREST PAPER.

CONTENTS

2023 FINANCIAL
SUMMARY

$31.2M

REVENUE &

OTHER INCOME

$319.2M

TOTA L

ASSETS

4.64 CPS

EARNINGS

PER SHARE

$62.7M

*

COMMERCIAL

VA LUAT I O N

$18.7M

PROFIT

B E FO R E TA X

108 CPS

NET TANGIBLE

ASSET

$412.6M

MARKET

VA LUAT I O N

$ NIL

DEBT

$13.5M

PROFIT

A F T E R TA X

$313.7M

SHAREHOLDERS'

FUNDS

$349.9M

*

RESIDENTIAL

VA LUAT I O N

$52.2M

CASH

AT BA N K

CDL Investments New Zealand Limited | 3


Highland Drive, Richmond, Tasman

*Values are based on independent external valuations.

4 | CDL Investments New Zealand Limited
FINANCIAL

PERFORMANCE

CDL Investments New Zealand Limited (“CDI”) recorded a profit after tax

of $13.5 million for 2023 (2022: $31.2 million) which reflects the challenging

trading environment seen over the past twelve months. While the Board

is disappointed that the level of profit is significantly less than previous

years, it is appreciative of the work put in by Management to achieve the

results in 2023. The Board believes that CDI has established a platform

for future revenue growth, particularly from the company’s newer

residential developments.

Profit before tax for 2023 was commensurate with the company’s

performance and was $18.7 million (2022: $43.3 million). Property sales,

rental income and other income totalled $31.2 million (2022: $67.3 million).

There were no one-off gains from land sales in 2023 as compared to $29

million recognised in the previous year.

At year end, CDI’s shareholders’ funds increased to $313.7 million (2022:

$308.9 million) and total assets also increased to $319.2 million (2022: $313.7

million). Net tangible assets per share (at book value) also increased to 107.9

cents (2022: 107.0 cents).

CDI’s property holdings as at 31 December 2023 as independently valued was

$412.6 million (2022: $405.4 million). This takes into account new acquisitions

made in 2023 as well as the sales recorded. At cost, the portfolio was valued

at $260.4 million (2022: $239.5 million) in line with CDI’s accounting policies.

PROPERTY

PORTFOLIO

In 2023, we purchased and settled a total of 37.5 hectares of land. Our

acquisitions were in the Waikato, Nelson/Marlborough and Canterbury

regions with the majority being new projects, not adjacent to existing land

holdings. Management is working on development schemes and resource

consent applications for these new acquisitions to allow development

work to commence in the near term.

Post balance date, the purchase of 10.8 hectares of land in Nelson was

settled during January 2024.

Residential sales in 2023 were strongest at Prestons Park (Christchurch) with

a small number of sales coming from the Auckland subdivisions (Kewa Road

and Christian/Tram Valley Road), which are now sold out.

Solid progress has been made at our Iona Block development in Havelock

North where we have secured resource consents for Stage 1 and commenced

construction. We are confident that works will progress to a stage where off-

the-plan sales can start in Q2 2024. The Stage 2 resource consent has been

lodged and is currently being processed by Hastings District and Hawke's

Bay Regional Councils.

CDI’s commercial projects including the warehouses in Wiri, South Auckland

and the neighbourhood centres located at Prestons Park and Stonebrook

are performing as expected and contributed $2.5 million, representing

approximately 8% of total revenue in 2023. The high inflationary

environment during 2023 impacted lease conversion rates with a number

of tenants unable to secure sufficient finance to proceed.

DIVIDEND

ANNOUNCEMENT

The Board resolved to maintain its fully imputed ordinary dividend at 3.5

cents per share payable on 17 May 2024. The Board carefully considered the

dividend amount and decided to provide a consistent return to shareholders.

This is a sign of the confidence the Board has in the company’s future

prospects. The level of dividend will allow the company to retain enough

cash resources to allow completion of its development work during this year.

The record date will be 3 May 2024. The Dividend Reinvestment Plan will

apply to this dividend.

SUMMARY

AND OUTLOOK

The dramatic downward market shifts we encountered from the end of

2022 (which carried into 2023) should not continue into 2024. With a new

government promising reform of convoluted consent processes and the

prospect of some additional fast-tracking, we feel that residential property

development as a whole should stabilise during 2024 and start to tick

upward through 2025, if not earlier.

Market conditions are presenting some interesting opportunities which

the Board has asked Management to assess and consider carefully. We are

encouraging Management to broaden their horizons and look at property

types and potential acquisitions in the residential and commercial spheres

which they may not have considered previously.

For those reasons, the Board and Management currently expect CDI’s

revenues and profits in 2024 to be better than those in 2023. Further

updates will be provided as the year progresses. The Board and Management

share an optimistic outlook for 2024, particularly if sales from Havelock

North commence before the end of the year. We will be doing everything

practicable to keep to our development timelines so our sales targets can

be met.

I would like to offer my thanks to our loyal shareholders on behalf of the

Board for your invaluable support during 2023.

COLIN SIM

CHAIRMAN

26 February 2024

CHAIRMAN'S

REVIEW

CDL Investments New Zealand Limited | 5

2023 presented a series of challenges which we have managed to navigate

successfully and produce another profitable result. While the financial

results may appear disappointing compared to previous years, they reflect

the impact of the high inflationary environment everyone experienced

through 2023 and has reminded us of the ongoing cyclical nature of the

New Zealand property market we operate in.

As we move into 2024, market conditions are changing again and we are

seeing the early signs of a residential property market recovery with

improving price growth, increased buyer enquiry and confidence to move

forward with purchases. While domestic inflation and mortgage rates

remain high, improvements toward the end of the year should bring further

confidence to the New Zealand property markets. Overall we see a gradual

recovery throughout this year with momentum building toward the end of

the year, flowing over into 2025. Whilst economic headwinds remain, we are

prepared for those changes, whether they be positive or negative for our

trading, and are ready and able to react quickly.

The ability to move and react to market changes is something which we have

done well historically. As a small organisation, we are not burdened with

significant overheads or debt which would impact on our decision making

and ability to move quickly and adapt to market shifts.

We have used the last twelve months to look carefully at appropriate

opportunities for future development and I am pleased to advise that in

2023 we settled 37.5 hectares of land located across the Waikato, Nelson

and Port Hills in Christchurch. All of these new acquisitions present unique

opportunities for residential section development which we are looking

to progress over the next few years. We are excited about all of these

opportunities and will be releasing more details when resource consents

have been obtained and development works commenced. I am pleased to

advise that our Port Hills land was not badly affected by the recent fires

in the area.

In 2023, I asked the Board to take a detailed look at our future strategy with

the Management team and what our collective visions for the next ten years

ought to be. We have looked at a number of concepts and ideas together and

shared our respective thoughts and vision on where the company could and

should go. Management’s views were critiqued and challenged by the Board

and the Board's knowledge and experience has allowed Management to

explore a wide and diverse range of future pathways. During 2024, the Board

and management team are planning to refine our strategic direction and

we will share this with shareholders and the market later in the year.

Shareholders can have confidence that both the Board and Management

team are ambitious for the future of CDL Investments. We have so much

potential to unlock over the next few years, it is an exciting time for the

Board and Management team. Our geographically diverse land holdings,

such as the Iona Block in Havelock North and our new acquisitions in Nelson

and Christchurch, are in areas where there is demand for our product and

where we know that we can make good sales over the short to medium term.

Equally, we continue to progress master planning for our pipeline residential

and commercial developments in Auckland, Hamilton and Hawke's Bay for

the medium to long term.

We are also actively looking at future opportunities to develop commercial

land. That includes looking at stand-alone opportunities like our Wiri

warehouse projects but also how commercial developments can be

incorporated in future pipeline projects. Much of this will be dependent on

location, zoning and planning rules but thinking outside the box is something

that the Board want to see from the Management team. With our new

Development Managers now on board, we have expanded our talent pool

with the right skills and experience to deliver new and diversified pathways.

It is timely to mention in 2024, CDL Investments, as you know it, will mark

its thirtieth birthday. While the company was originally incorporated in

1984, on 24 November 1994 to be precise, the CDL Investments name was

adopted and the company as we know it today took shape and started

on its remarkable journey. I mention this because from my own personal

perspective as someone who has worked with the company for over half of

that time, the legacy created over the last three decades is something that

I am determined to preserve and build on.

To all CDL Investments shareholders and the Board, I sincerely thank you

for your loyalty to our company over the years. We look forward to your

continued support as we develop and implement what we strongly believe

will be an innovative, positive and profitable future plan for our company.

My team and I want to ensure that the next three decades only enhance and

grow the company’s reputation as a trusted residential and commercial land

developer. We are all excited about the prospects and opportunities for our

company and we look forward to your support and enthusiasm as we chart

our course to future success.

JASON ADAMS

MANAGING DIRECTOR

MANAGING DIRECTOR'S

REVIEW

6 | CDL Investments New Zealand Limited
Prestons Park, ChristchurchLucas Terrace, Nelson

Kewa Heights, AucklandIona Terraces, Havelock North

Tram Valley Road, Auckland

$28.1M

SALES

REVENUE

91.2%

TOTAL

REVENUE

53

# SECTIONS

SOLD

$349.9M

*

RESIDENTIAL

PORTFOLIO VALUE

11

TOTAL #

DEVELOPMENTS

37. 5 HA

LAND

ACQUIRED

RESIDENTIAL

2023 SNAPSHOT

CDL Investments New Zealand Limited | 7

$ NIL

SALES REVENUE

NIL

% TOTAL REVENUE

NIL

# SECTIONS SOLD

COMMERICAL

SALES

$2.49M

LEASE REVENUE

4

# OF PROPERTIES

$62.7M

*

COMMERCIAL

PORTFOLIO VALUE

3.1 HA

COMMERCIAL

PORTFOLIO AREA

COMMERICAL

LEASING

16,402 M

2

NETT LETTABLE AREA

100%

LEASED

$1.87M

LEASE REVENUE

5.92 YEARS

WEIGHTED AVERAGE

LEASE EXPIRY

2

# OF PROPERTIES

WAREHOUSES

3,411 M

2

NETT LETTABLE AREA

66.6%

LEASED

$0.58M

LEASE REVENUE

4.92 YEARS

WEIGHTED AVERAGE

LEASE EXPIRY

2

# OF PROPERTIES

R ETAIL

Primepac, Roscommon Road, Auckland

Boundaryline, Roscommon Road, Auckland

Stonebrook Retail Centre, Rolleston, Selwyn, Canterbury

COMMERCIAL

2023 SNAPSHOT

*Values are based on independent external valuations.

8 | 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.

Mr. Sim resigned as Board Chair on 15 March 2024

after CDI reassessed the size and composition of

its Board.

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 was elected as a director at the 2023

Annual Meeting of Shareholders.

Mr. Adams resigned as Managing Director on 15 March

2024 and will continue as CDI’s Chief Executive Officer.

JOHN HENDERSON

Independent Non-Executive Director

& Member of the Audit Committee

Mr. Henderson is currently Managing Director of John

Henderson Resources 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 re-elected as a director at the 2023

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.

Ms. Jameson was elected as Board Chair on 15 March

2024 following Mr Sim’s resignation.

CDL Investments New Zealand Limited | 9

CDL TEAM

BOON PUA

Vice President Finance

CDL Investments & CDL Land

JACKSON BULL

General Manager & Senior Development Manager

CDL Land

JASON ADAMS

Managing Director & Executive Director

CDL Invesments & CDL Land

NATASHA HOOD

Group Accounting Manager

CDL Investments & CDL Land

MELISSA CROWE

Development Manager

CDL Land

DARREN SOO

Senior Development Manager

CDL Land

TAK ESHI ITO

Company Secretary

CDL Investments & CDL Land

SIMONE CROMHOUT

Administrator

CDL Investments & CDL Land

10 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT

This Corporate Governance Statement summarises the approach of CDL

Investments New Zealand Limited (“CDI”) to applying the principles and

recommendations outlined in the NZX Corporate Governance Code dated 1

April 2023 (the “NZX Code”), including where our practice differs from the

recommendations under the Code. This Corporate Governance Statement

reports on CDI’s corporate governance matters in respect of the period

ending 31 December 2023, and was approved by the Board on 15 March 2024.

Notwithstanding that we have a 31 December 2023 balance date, we have

chosen to report against the 1 April 2023 version of the NZX Code, rather

than the 17 June 2022 version of the NZX Code.

Towards the end of the 2023 financial year and into the 2024 financial year,

we undertook a review of our key corporate governance documentation

(including committee charters and key policies and procedures) (the

Corporate Governance Review). Following the completion of the Corporate

Governance Review, in February and March 2024 the Board resolved to

approve and adopt updated versions of the relevant documentation.

The Company’s constitution, the Board and committee charters, any

of the other charters or other governance documents referred to in

this statement are available to view on our website at

www.cdlinvestments.co.nz.

PRINCIPLE 1

ETHICAL STANDARDS

Directors should set high standards of ethical behaviour, model this

behaviour and hold management accountable for these standards

being followed throughout the organisation.

Following completion of the Corporate Governance Review, in February

2024 the Board adopted an updated version of the Code of Ethics that

applies to directors and employees of CDI. The Code of Ethics outlines

internal reporting procedures for any breach of ethics, and describes CDI’s

expectations about behaviour. A copy of the Code of Ethics is available on

the Company’s website.

The updated Code of Ethics has been communicated to all directors and

employees of the Company. Historically, CDI has conducted training on

compliance with the Code of Ethics with its directors and the Code of

Conduct with its employees on induction. Given the small number of its

employees, CDI has not previously conducted regular training on ethics

related matters. However, going forward, in accordance with the updated

Code of Ethics, CDI will regularly conduct training on compliance with the

Code of Ethics with its directors and employees.

In addition to the Code of Ethics, CDI has a Code of Conduct which applies

to all of CDI’s employees. 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.

During the 2023 financial year CDI did not comply with recommendation

1.1 of the NZX Code in respect of the requirement for the Code of Ethics to

apply to all employees. Instead, the Code of Conduct applied to all of CDI’s

employees. While the Code of Conduct addressed a number of the factors

set out in recommendation 1.1 of the NZX Code, it did not address all of the

relevant factors. No alternative governance practice was adopted in lieu

of the recommendation during the period. As noted above, following the

Corporate Governance Review CDI’s Code of Ethics now applies to all of

CDI’s employees.

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 has a 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.

CDI has a financial product trading policy which applies to all employees and

directors. Our financial product trading policy updated in March 2024 as part

of the Corporate Governance Review. Our share trading policy is available on

the Company’s website.

PRINCIPLE 2

BOARD COMPOSITION

AND PERFORMANCE

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

independence, skills, knowledge, experience and perspectives.

BACKGROUND

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.

The Board adopted a written charter in March 2024 as part of the Corporate

Governance Review. The Board Charter sets out the roles and responsibilities

of the Board. The Board Charter is available [in the governance section] of

the Company’s website. During the 2023 financial year CDI did not comply

with the requirement under recommendation 2.1 of the NZX Code to have a

written board charter. CDI did not follow this recommendation because CDI

CDL Investments New Zealand Limited | 11

had previously considered this requirement to have been satisfied by the

relevant section of the Corporate Governance Statement itself and the roles

and responsibilities of the Board set out in the Constitution. Given this, no

alternative governance practice was adopted in lieu of the recommendation

during the period.

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.

NOMINATION PROCESS

Appointments to the Board are generally considered by the Board as

a whole, and the Board takes into account the skills required to allow

it to carry out its functions and governance role. If necessary, a Board

subcommittee will be formed to assess nominees.

As part of the appointment process, checks are completed which include

the nominee’s business experience, qualifications and good character.

If appointed, a director will receive a letter formalising their appointment.

The letter confirms the key terms and conditions of appointment and is

signed by both the Chair and the director.

ASSESS DIRECTOR, BOARD

AND COMMITTEE PERFORMANCE

The Board’s procedure for regularly assessing director, board and committee

performance is set out in the Board Charter, which was adopted in March

2024 as part of the Corporate Governance Review. During the 2023 financial

year CDI did not comply with the requirement under recommendation 2.7 of

the NZX Code to have a formal procedure for assessing such performance.

CDI did not follow this recommendation because the procedure was

previously conducted on an informal basis. Given this, no alternative

governance practice was adopted in lieu of the recommendation during

the period.

BOARD COMPOSITION

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.

INDEPENDENCE DETERMINATIONS

During the 2023 financial year, the board comprised Colin Sim (Chair),

Desleigh Jameson, John Henderson, Eik Sheng Kwek, Vincent Yeo and Jason

Adams (Managing Director). As part of the Corporate Governance Review, the

Board decided to make certain changes to its size and composition – which

resulted in Messrs Sim and Adams resigning from the Board. The Board

currently comprises Desleigh Jameson (Chair), John Henderson, Eik Sheng

Kwek and Vincent Yeo.

Primepac, Roscommon Road, Auckland

12 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

CDI has determined that its Chair Desleigh Jameson and John Henderson

are Independent Directors for the purposes of the NZX Listing Rules. Messrs

Kwek and Yeo are not considered by the Board to be Independent Directors.

This means that CDI does not currently comply with, and did not during

the 2023 financial year comply with, recommendation 2.8 of the Code.

That recommendation requires a majority of the Board to be Independent

Directors for the purposes of the NZX Listing Rules. CDI did not follow

this recommendation because its largest shareholder holds more than

50% of the shares in the Company and had believed that it is reasonable

for Independent Directors to not comprise a majority of the directors in

those circumstances. The Company notes that non-Independent Directors

equally do not comprise a majority of the directors (only 50%), the Chair

is an Independent Director and the Chair has a casting vote. Given these

matters, no alternative governance practice was adopted in lieu of the

recommendation during the period. As noted in CDI’s announcement of

15 March 2024, CDI intends to appoint an additional Independent Director

(aiming to make the appointment ahead of its 2024 annual meeting). If

an additional Independent Director is appointed, the Board should then

comprise a majority of Independent Directors.

CDI’s Chair is an Independent Director and is not the Managing Director.

When assessing independence, the Board holistically considers the interests

and relationships of a director that could affect the determination, including

having regard to (but not limited to) the factors set out in Table 2.4 of the

NZX Code.

The Board considers John Henderson to be an Independent Director for the

purposes of the NZX Listing Rules despite him being a director of CDI for

more than 12 years. Mr Henderson was first appointed to the CDI Board in

2006. The Board believes that the length of time Mr Henderson has been a

director of CDI has not impacted his ability to act objectively or adequately

monitor management. Mr Henderson is due to retire by rotation at CDI’s 2025

Annual Meeting of Shareholders and has said that he will not be seeking

re-election at that meeting.

BOARD MEETINGS

Board meetings are generally held quarterly, with additional meetings

convened when required. The table below details directors’ attendances

during 2023.

DIRECTOR MEETINGS ATTENDED

Colin Sim (Chair) 4/4

Jason Adams (Managing Director) 4/4

Vincent Yeo 4/4

Eik Sheng Kwek 4/4

John Henderson 4/4

Desleigh Jameson 4/4

SKILLS

In 2022, the Board revised its Skills Matrix to demonstrate the skills,

experience and diversity of its Board.

SKILL/ATTRIBUTE RELEVANT DIRECTOR

Retail, marketing, brand and sales 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

TRAINING

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. Following adoption of

the Board Charter in February 2024 as part of the Corporate Governance

Review, CDI will provide specific training to directors as required.

DIVERSITY AND INCLUSION POLICY

In 2018, CDI also adopted a Diversity and Inclusion Policy. The key elements

of CDI’s Diversity and Inclusion Policy are to maintain a culture of ownership

and trust, ensuring that our leaders are good role models for other and

demonstrate behaviours and actions that match our values and adhere to

them throughout our business.

The Board is satisfied that CDI’s current practices are in line with the

Diversity and Inclusion Policy. During 2023, work has continued on increasing

awareness about diversity within organisation and improving our talent

recruitment and selection process.

We are also looking to review and refresh our training around diversity

issues in the workplace. Updating our Diversity and Inclusion Policy is

a priority for 2024. As measurable metrics for furthering diversity and

inclusion are established, performance against these agreed metrics will

be referenced in subsequent annual reports.

Based on the above, the Board’s assessment is that CDI has complied with

its Diversity and Inclusion Policy for 2023.

CDL Investments New Zealand Limited | 13

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 the Audit Committee.

CDI does not currently have a Remuneration Committee because the Board

as a whole deals with remuneration matters, including conducting periodic

reviews of its fees and the remuneration of the Managing Director and

senior management.

CDI does not currently have a Nominations Committee because nominations

and appointments are generally considered by the Board as a whole. The

process for appointing directors is set out under Principle 2.

The Board also forms other subcommittees as and when required to address

specific issues that arise.

AUDIT COMMITTEE

The Audit Committee is comprised with a majority of Independent Directors

and has an Independent Director (who is not the Board Chair) as Chair.

The current members of the Audit Committee are, John Henderson (Chair),

Desleigh Jameson and Eik Sheng Kwek.

The members of the Audit Committee during the 2023 financial year were

Desleigh Jameson (Chair), John Henderson and Jason Adams.

The Audit Committee operates under a written charter. The Audit Committee

Charter is available on the Company’s website.

The table below reports attendance of the Audit Committee members

during 2023:

DIRECTOR MEETINGS ATTENDED

Desleigh Jameson 3/3

John Henderson 3/3

Jason Adams 3/3

As Jason Adams was CDI’s Managing Director, CDI did not during the 2023

financial year comply with the requirement under recommendation 3.1

of the NZX Code. That recommendation states that the Audit Committee

should comprise solely of non-executive directors. CDI did not follow this

recommendation because it believed that it was preferrable to have an

executive director on the Audit Committee as this provides a direct insight

into Management’s perspective rather than a director who is associated with

the majority shareholder or the Chair of the Board (being the only options

available to CDI given the size and composition of the Board at the time).

Given this, no alternative governance practice was adopted in lieu of the

recommendation during the period.

Employees attend meetings of the Audit Committee at the invitation of the

Committee only.

TAKEOVER PROTOCOLS

In February 2024 as part of the Corporate Governance Review, the Board

adopted written protocols that set out the procedure to be followed if there

is a takeover offer for the Company (the Takeover Protocols). During the

2023 financial year CDI did not have established Takeover Protocols and

therefore did not comply with recommendation 3.6 of the NZX Code.

CDI did not follow this recommendation because the Board had previously

considered receipt of a takeover offer to be an unlikely event given

Millennium & Copthorne Hotels New Zealand Limited’s long-term majority

shareholding in the Company and that if Millennium & Copthorne Hotels

New Zealand Limited was to approach the Company in relation to a control

transaction it should have sufficient time in which to organise its response.

Given this, no alternative governance practice was therefore adopted in lieu

of the recommendation during the period.

Highland Drive, Richmond, Tasman

14 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

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.

CONTINUOUS DISCLOSURE POLICY

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

compliant with its reporting and disclosure obligations 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 Chairman 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)

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

its continuous disclosure obligations

The CDP was updated as part of the Corporate Governance Review

and is available on the Company’s website

KEY GOVERNANCE DOCUMENTS ON WEBSITE

As mentioned at the start of this Corporate Governance Statement,

the Company’s key governance documents are available on the

Company’s website.

PRINCIPLE 5

REMUNERATION

The remuneration of directors and executives should be

transparent, fair and reasonable.

DIRECTOR REMUNERATION

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

approved by shareholders in 1996. The level of fees was last reviewed by

the Board as a whole in 2019.

Non-executive directors are each entitled to receive a base fee of NZ$30,000

per annum. The Chair of the Board and the Chair of the Audit Committee

each receives a further NZ$5,000 per annum. Executive Directors do not

receive Directors’ or Committee fees. No retirement benefits are paid to

Directors. Reasonable travel and other costs associated with company

business are reimbursable or met by CDI.

Details of the actual director remuneration for the 2023 financial year is

set out in the Statutory Information section of our 2023 Annual Report.

The Board adopted a director remuneration policy in March 2024 as part

of the Corporate Governance Review. The director remuneration policy is

available on the Company’s website. During the 2023 financial year CDI did

not comply with the requirement under recommendation 5.1 of the NZX

Code to have a written director remuneration policy. CDI did not follow this

recommendation because this had been dealt with on an informal basis

given the length of time since the fee pool had been increased. Given this, no

alternative governance practice was adopted in lieu of the recommendation

during the period.

EMPLOYEE REMUNERATION

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.

All employees participate in performance and development reviews, with

end-of-year review outcomes informing decisions regarding remuneration

adjustments in accordance with company policy.

CDL Investments New Zealand Limited | 15

The Board adopted an executive remuneration policy in March 2024 as part

of the Corporate Governance Review. The executive remuneration policy is

available on the Company’s website. During the 2023 financial year CDI did

not comply with the requirement under recommendation 5.2 of the NZX

Code to have a written executive remuneration policy. CDI did not follow this

recommendation because executive remuneration had been dealt with on

a case-by-case basis with the relevant executive. Given this, no alternative

governance practice was adopted in lieu of the recommendation during

the period.

MANAGING DIRECTOR’S REMUNERATION

MANAGING DIRECTOR’S

REMUNERATION FY2022 FY2023

Base Salary (a) 334,816 400,822

Benefits (b) 13,712 15,622

Short Term Incentives 130,000 –

Total 478,528 416,444

a) The figure is the actual amount paid inclusive of holiday pay. The agreed

base salary under the employment agreement is $400,000.

b) Benefits include company vehicle and insurance.

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.

While risks are a part of doing business, it does need to be monitored and

addressed. 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 managed and mitigated in

accordance with CDI’s risk management framework.

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, manage, 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.

Descriptions of the material risks facing CDI‘s business are set out on pages

30 and 31 of this Annual Report.

CDI has a detailed health and safety risk and reporting framework which

comprises policies which detail such matters as hazard identification and

mitigation, accident reporting procedures and general safety measures

in the workplace. The policies comprising the framework are reviewed

regularly and training on the policies and health & safety issues is provided

to employees. CDI has a Health & Safety Committee at its head office and

it meets regularly. In addition, each of CDI’s development sites has a site

specific Health & Safety Management Plan, which is prepared by external

consultants/contractors prior to the award of the Contract Works. Prior

to the commencement of construction at CDI development sites all site

attendees must complete a site specific induction workshop, where all

hazards and risks are identified, and reporting and emergency processes

are outlined. Weekly records of hazard identification, site incidents/accidents

are kept onsite and recorded in the weekly meeting minutes by the Site

Engineer. Site meeting minutes are provided to the senior management

team and the Board is updated as incidents/accidents occur and at quarterly

Board Meetings. The information is used to monitor any significant trends

and variations, to identify any particular areas where there is higher risk and

to allocate training and other resources to those areas where new or higher

risks are present. CDI considers that it manages health and safety risks to an

acceptable standard and in compliance with its legal obligations.

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.

Stonebrook Retail Centre, Rolleston, Selwyn, Canterbury

16 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

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

d) the separation between internal audit (or equivalent processes)

and external audit should be maintained

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

• Taxation services of an assurance nature

Prestons Park Retail Centre, Christchurch

CDL Investments New Zealand Limited | 17

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

• 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 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. In 2024, CDI adopted a

non-audit services policy and this is available on the Company’s website.

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 2023. The current audit partner is

Geoff Lewis.

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.

INTERNAL AUDIT

CDI does not currently have an internal audit function but does maintain

a detailed set of processes and procedures covering its operations and

financial controls which are reviewed and updated regularly.

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

• Encouraging shareholders to attend the Annual Meeting in May of each

year (either in person or online) 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 CDI’s website

at www.cdlinvestments.co.nz

Shareholders have the option to receive communications from the

issuer electronically.

The Company did not put the notice of meeting for its 2023 Annual

Shareholders Meeting on its website at least 20 working days prior to the

meeting as required by recommendation 8.5 of the NZX Code, but the notice

of meeting was despatched to shareholders, and announced to NZX, at least

20 working days prior to the meeting. Given these matters, no alternative

governance practice was adopted in lieu of the recommendation during the

period. CDI intends that all future notices of annual or special meetings of

CDI shareholders will be posted on its website as soon as possible and at

least 20 working days prior to the relevant meeting.

18 | CDL Investments New Zealand Limited
Tram Valley Road, Auckland

CLIMATE RELATED

DISCLOSURES

INTRODUCTION

AND COMPLIANCE STATEMENT

This is CDI’s first reporting period under the Aotearoa New Zealand Climate

Standards.

1

In relation to the Adoption Provisions outlined in the Standards,

CDI advises that it has used:

• Adoption Provision 1 which provides an exemption in the first reporting

period from the requirements to disclose the current financial impacts of

its physical and transition impacts and (if relevant) an explanation as to

why quantitative information cannot be disclosed.

• Adoption Provision 2 which provides an exemption in the first reporting

period from the requirements to disclose the anticipated financial impacts

of climate-related risks and opportunities, a description of the time

horizons over which the anticipated financial impacts could reasonably be

expected to occur, and (if relevant) an explanation as to why quantitative

information cannot be disclosed.

• Adoption Provision 3, which provides an exemption in the first reporting

period from the requirements to disclose the transition plan aspects of

an entity’s strategy, including how its business model and strategy might

change to address its climate-related risks and opportunities, and how the

transition plan aspects of its strategy are aligned with its internal capital

deployment and funding decision making processes.

• Adoption Provision 4, which provides an exemption from the requirement

to disclose scope 3 GHG emissions in the first reporting period. The

categories of scope 3 emissions excluded from this Statement are:

purchased goods and services, capital goods, upstream transportation

and distribution, upstream leased assets, downstream transportation and

distribution, processing of sold products, use of sold products, end-of-life

treatment of sold products, downstream leased assets, franchises, and

investments, in its first reporting period under this regime.

• Adoption Provision 5, which provides for comparative information in

relation to the immediately preceding two reporting periods. 2023 is

CDI’s base year and therefore it does not have comparative information

for Scope 3 emissions which would allow it to report and disclose for

preceding reporting periods.

• Adoption Provision 6, which provides an exemption in the first reporting

period from the requirement to disclose comparative information for

metrics the immediately preceding two reporting periods. 2023 is CDI’s

base year and therefore it does not have comparative information for

its metrics.

• Adoption Provision 7, which provides an exemption in the first reporting

period from the requirement to disclose an analysis of the main trends

evident from a comparison of each metric from previous reporting

periods to the current reporting period.

With the above Adoption Provisions applied, CDI complies with the Standards.

Reference

1 The Aotearoa New Zealand Climate Standards comprise NZ CS1, NZCS 2 and NZ CS3. For the purposes of this

report, these will collectively be referred to as “the Standards”.

CDL Investments New Zealand Limited | 19

Boundaryline, Roscommon Road, Auckland

Our strengths:

• Geographically diverse land portfolio

across New Zealand

• Strong balance sheet with minimal debt

• Highly experienced and qualified

development team

• Long-standing relationships with trusted

development partners

What we deliver:

• Over 900 residential sections developed

and sold in the last five years

• $50 million worth of dividends to our

shareholders over the last five years

What we aim to do:

• Provide high quality, developed residential

sections or commercial developments

• Create long-term value and benefits for

our customers, our communities and for

our shareholders

• Be a safe and satisfying place of work

• Maintain a geographically diverse land portfolio

• Maintain a strong and sustainable financial position

SUMMARY OF CDI’S

VALUE CHAIN AND BUSINESS

CDL Investments has developed residential sections across New Zealand

for nearly three decades. Over that time, we have created suburbs and

living spaces across Auckland, Hamilton, Tauranga, Taupo, Havelock North,

Hastings, Nelson, Canterbury and Queenstown. We are immensely proud of

the work that we have done which has helped to create homes for hundreds

of families and jobs for our contractor and development partners.

We recently diversified into commercial development with the creation

of commercial areas as part of our existing developments and more

recently into development and building of commercial warehouses which

complement our existing business knowledge and skill sets.

We believe in long-standing relationships across our supply chain and

our aim has been to be a reliable and trustworthy developer. We have a

strong commitment to creating sustainable communities from responsible

development. We take a long-term view for investment and consider

multi-generational timelines.

We know that our shareholders and stakeholders want all companies to

assess the impact that their business has on the wider environment and

how we are going about creating a sustainable value chain throughout

our operations.

OUR VALUE CHAIN:

20 | CDL Investments New Zealand Limited
CLIMATE RELATED

DISCLOSURES – CONTINUED

References

2 CDI aims to set targets in 2024 now that it completed its base year of GHG emissions. For 2023, no targets

were set.

3 Please also refer to the Corporate Governance Statement in this Annual Report (pages 10 to 17) which should

be read together with these disclosures CDI has recently completed a comprehensive review of its corporate

governance policies and these are published on its website www.cdlinvestments.co.nz

TCFD FRAMEWORK

DISCLOSURES

As well as reporting against the Standards, this report is our first public

disclosure aligned to the Task Force on Climate-Related Financial Disclosures

(TCFD) framework.

Climate impact is expected to affect the property sector and land

development in a variety of ways. We know that the development of land

requires high levels of energy, fuel and other consumables which impact on

the environment. For that reason alone, it is critical to review both our own

operations and the operations of our contractors and stakeholders to see

how climate-positive improvements can be incorporated in our activities.

While our development locations are not close to immediately seaward-

facing areas, the impact of climate change is likely to be felt in some way.

Recent weather incidents such as Cyclone Gabrielle affected the East

Coast of the North Island near where we have land holdings and while our

operations were not affected, we have reflected on how a similar incident

might cause impacts on our land holdings and development works.

We know that our purchasers and other stakeholders are wanting to know

that our developments do not impact the environment unless absolutely

necessary. Similarly, we are aware that we need to show how we are helping

reduce carbon consumption and our emissions with the aim of being

climate positive.

CLIMATE–RELATED

GOVERNANCE

CDI’s board’s oversight of climate-related risks and opportunities and

Management’s role in assessing and managing climate-related risks and

opportunities is as follows:

• CDI’s Board has ultimate responsibility for overseeing the management

of risks, which include risks related to climate change.

• The Board of CDI is committed to introducing and integrating

sustainability across key aspects of its business and advancing

sustainability efforts overall.

• The Board as a whole has oversight of the current sustainability strategy

and identifying ESG issues and in time will set sustainability targets and

will oversee sustainability reporting. The Board oversees progress against

CDI’s climate-related goals and will ensure that targets are tracked and

progressed.

2

As part of its role in determining strategy, the Board will also

consider climate-related risks as part of future strategy.

• CDI’s Board does not currently have a director with specialist knowledge

of climate issues although several directors are aware of sustainability

frameworks. To expand its knowledge, a workshop with Toitu Envirocare

was held in 2023 to provide the Audit Committee in particular with a

better understanding of climate risks and opportunities. The Board

believes that it has a sufficient number of directors who have knowledge

and experience of risk management generally and who are able to assess

and deal with risk and risk management.

• CDI’s Audit Committee assists the Board by considering various

business risks. The Audit Committee meets at least twice a year and its

proceedings are reported back to the Board which meets quarterly.

3

• CDI’s Managing Director and CDL Land’s General Manager has day-to-

day oversight of climate-related risks, opportunities and initiatives

that drive climate mitigation and adaptation strategies — these include

the materiality assessment and scenario analysis. A Supply Chain

Risk Management Study will be conducted in the future. Management

reviews and advises the Board on strategic climate-related issues and

CDI's carbon reduction strategy and initiatives. As this is the first year

of measurement and disclosure, no metrics have been set in relation to

remuneration which are linked to climate related risks and opportunities.

CDL Land’s Development Managers provide CDI’s Managing Director and

CDL Land’s General Manager with support for monitoring and assessing

CDI’s activities which contribute to or impact on the climate. The team will

conduct assessments, prepare risk reports and puts in place actions plans

to mitigate or eliminate risks.

Highland Drive, Richmond, Tasman

CDL Investments New Zealand Limited | 21

SCENARIO

ANALYSIS

NZ CS 1 requires reporting entities to make disclosures of various climate

change scenarios and the impacts of those scenarios on our business.

The essence of the scenarios is to address some of the following questions

and issues:

• How does climate change affect our sector and our company?

• What are the critical uncertainties on our assets, operation, strategy

and business model, and the potential impact on our prospects that our

sector and our company need to prepare for?

• Are we prepared for those uncertainties and how are we addressing them

as part of our risk management?

• What are the resiliency options, if any? What is our plan to transition

toward a low-emissions and climate-resilient future?

No company can predict the future and solve all of the questions that we

need to address. The objective is to identify risk and opportunities and

uncertainties, aim to mitigate if possible and to develop a future path for

our company in a world that is affected by climate change.

As 2023 is our base year, our scenario analysis was done on a basic level

internally, is a narrative-driven analysis but not fully detailed. The financial

impact of the scenario assessments we have done to date is yet to be

quantified. With the information we have gathered as part of the GHG

assessment and audit, we expect to do more detailed work in 2024 and to

provide more detailed analysis as part of future disclosures. Future analysis

will incorporate external advice.

For our 2023 scenario modelling, we have used data from the International

Panel on Climate Change (IPCC) 5th and 6th Assessment Reports and the AR6

Synthesis Report: Climate Change 2023

4

which was published by the IPCC

in March 2023 to provide some metrics and key assumptions. We have also

had regard to the Climate Change scenarios for New Zealand published by

the National Institute of Water and Atmospheric Research (NIWA)

5

including

their New Zealand findings from the IPCC 5th Assessment Report

6

. We have

also referred to the Ministry for the Environment’s “Aotearoa New Zealand

climate change projections guidance”.

7

KEY UNDERLYING ASSUMPTIONS:

• Global surface temperature has increased faster since 1970 than in any

other 50-year period over at least the last 2000 years.

• Widespread and rapid changes in the atmosphere, ocean and biosphere

have already occurred. Human-caused climate change is already affecting

many weather and climate extremes in every region across the globe. This

has led to widespread adverse impacts and related losses and damages to

nature and people.

• Global mean sea level increased by 0.20 metres between 1901 and 2018

and the average rate of sea level rise was an average of 3.7mm per year

between 2006 and 2018 For New Zealand, this could mean an increase

in sea level rise of between 0.2m to 0.32m depending on the extent of

global warming.

• Climate change has reduced food security and affected water security,

hindering efforts to meet the UN’s Sustainable Development Goals. On

most scenarios being modelled, New Zealand could see population growth

from between 16% to 26% which could be similar to global population

growth trends of between 8% to 16%.

• In urban areas, observed climate change has caused adverse impacts on

human health, livelihoods and key infrastructure. Urban infrastructure,

including transportation, water, sanitation and energy systems have been

compromised by extreme and slow-onset events.

• Global warming will continue to increase in the near term (2021–2040)

mainly due to increased cumulative CO2 emissions. In the near term,

global warming is more likely than not to reach 1.5°C even under a very

low GHG emission scenario and likely or very likely to exceed 1.5°C under

higher emissions scenarios.

• Risks and projected adverse impacts and related losses and damages

from climate change will escalate with every increment of global warming.

For New Zealand, the number of extreme heat days could increase to

between 15 to 30 additional such days and in certain area of New Zealand

there will be changes to rainfall patterns and flooding is likely to increase.

Fire weather indices are also projected to increase in many parts of

the country.

• For any given future warming level, many climate-related risks are likely

to be higher than assessed and projected long-term impacts are also

likely to be much greater than currently observed.

• Reaching net zero CO2 or GHG emissions primarily requires deep and rapid

reductions in gross emissions of CO2, as well as substantial reductions of

non-CO2 GHG emissions.

• Climate change is therefore a threat to human well-being and planetary

health. There is a rapidly closing window of opportunity to secure a

liveable and sustainable future for all.

For our 2023 modelling, we have defined the Near Term as being 2023 to

2030, Mid Term to be 2031 to 2050 and Long Term to be 2051 onwards. We

also define “physical risks” as those which primarily arise due to climate

impacts such as weather and warming and “transition risks” as risks which

result from the transition to either a lower carbon environment or a higher

carbon environment.

References

4 https://www.ipcc.ch/report/sixth-assessment-report-cycle/

5 https://niwa.co.nz/our-science/climate/information-and-resources/clivar/scenarios

6 https://niwa.co.nz/sites/niwa.co.nz/files/NZCCC%20Summary_IPCC%20AR5%20NZ%20Findings_April%20

2014%20WEB.pdf

7 https://environment.govt.nz/assets/publications/Climate-Change-Projections-Guidance-FINAL.pdf

22 | CDL Investments New Zealand Limited
CLIMATE RELATED

DISCLOSURES – CONTINUED

1.5°C

SCENARIO

A 1.5 degree scenario assumes that a pathway to global sustainability is

achievable but assumes global warming continues due to increased GHG

emissions. Given the assumptions from the IPCC, in the near term, global

warming is more likely than not to reach 1.5°C even under the very low GHG

emission scenario. This is therefore the most optimistic scenario but is not

guaranteed and the effects of global warming will continue to be felt in

any event.

For New Zealand, this will likely mean that there will still be extreme weather

events which are likely to require infrastructure responses. As stated

above, our assumption is that there will continue to be climate and weather

patterns shifts and disruptions.

PHYSICAL RISKS:

• Availability of land for development/constraints on the areas we

can invest in or develop: Historically, CDI has acquired non-urban

land and applied for plan changes and resource consents so that the

land can be developed into residential sections. Should climate change

and extreme weather events have a widespread impact across various

regions of New Zealand it is possible that land in these affected areas

could not be acquired or developed into residential sections and this

might impact the ability of CDI to maintain its historic acquisition and

development strategies. While CDI considers this a very unlikely possibility

in this scenario for its existing land holdings given that it undertakes

geotechnical and topological investigations prior to purchase, climate

change and an extreme weather event could cause changes to land

contours and structures which might delay development or construction

works to an extent which would increase the costs of finalising the

development prior to sale or settlement.

• Responses to extreme weather events such as flooding: in this

scenario, our assumptions are that there may be a need to respond

to several extreme weather events. We will need to be able to have

plans to respond to such events which may involve assessing whether

development works in progress can start or continue, what impact there

may be on the overall completion of a project (of parts thereof), what

impact that may have with consent compliance with territorial authorities

and also with parties who have purchased sections from us especially for

pre-titled sales. We may need to take into account potential disruption

with delays or compromised infrastructure which is not supplied by us

or disruption to transportation networks. The unpredictability of natural

disasters makes quantifying financial impacts difficult even under a 1.5

degree scenario.

• Revenue loss: Weather events and natural disasters can potentially lead

to revenue loss in several ways. Damage to land or property, especially

if land is in the process of being developed, may mean that works will

be delayed or deferred resulting in time loss, increased costs and loss

of sales or potential legal action in relation to sales contracts. As the

potential circumstances will vary according to site and scale. This is not

something we have currently modelled in 2023 but will be looking to do

so in the future.

• Building maintenance costs: While our commercial portfolio makes up

a relatively small proportion of our total land holdings and assets, we do

have commercial properties which require maintenance. Maintenance

costs are likely to increase in several ways. If there are more adverse

events, it follows that there will be more post event maintenance and

proactive maintenance to combat the effects of the adverse events.

Future modelling will consider the impacts on maintenance costs.

TRANSITION RISKS:

• Insurance premium increases: While bare land is not insured in the

same way as buildings and houses, in this scenario, we would likely face

increasing but still accessible insurance premiums generally but with

differential premiums or allowances for certain particular properties

based on an estimated increasing frequency of weather events. This may

be similar to the way that insurers estimate and allow for earthquake risk

now. For properties that are affected or deemed likely to be affected by

climatic events, there is the risk that they may find insurance more costly

than now and in some cases where incidents are frequent and there is

a loss history, insurance may be curtailed in some way either due to the

deductible/excess imposed or by the policy response terms. Alternative

options such as self-insurance may need to be considered for those

sites. To date, CDI’s commercial portfolio and other buildings are small in

number and we continue to have full replacement cover for our portfolio

meaning that our insurance premiums are manageable.

• Increased environmental obligations: in this scenario, we are assuming

that there may likely be pressures to reduce emissions and other

impactful activities. Imposition of charges for emissions might occur but

how these are structured is not known and uncertain, policy in this area is

unclear and assessing the potential financial risk is tricky when there are

several unknown issues.

• Energy costs and infrastructure: CDI’s overall energy costs are not

significant and reflect the small size of the company. For that reason,

we do not consider such costs to be a material risk but looking at land

development as a whole, we would assume in this scenario that there

would be a moderate but periodic increases in energy costs to power

infrastructure such as air conditioning and other building systems to

combat hotter days and colder winter temperatures. Where this could

potentially affect CDI is that such demand increases require CDI to take

steps to design developments to incorporate mitigation measures to

reduce the potential for supply disruptions and possibly failures. There

could also be an increasing focus on maximising energy efficiency and

looking at alternative sources of power to reduce costs where practicable.

Providing for a greater number of electric/hybrid vehicles or less fossil

fuel vehicles is also a possibility but the recent change of government

policy in this area makes forecasting future trends difficult.

CDL Investments New Zealand Limited | 23

2.0°C

SCENARIO

A 2.0 degree scenario assumes that a pathway to global sustainability

is not achievable and the effects of climate change increase over the

mid-term to long term and the currently seen effects are exacerbated.

The IPCC believes that it is very likely that global warming will exceed

1.5°C and that this therefore assumes a higher emissions scenario which

is described as “disorderly”.

We assume that that New Zealand will see an increase in extreme weather

events and increased vulnerability to assets and infrastructure. As a result,

we would expect to see changes in policy and investment to cope or counter

such vulnerabilities and an increased focus on population protections.

PHYSICAL RISKS:

• Availability of land for development/constraints on the areas we

can invest in or develop: More frequent weather events, particularly

if they continue to have a widespread impact across various regions of

New Zealand could result in certain land not being able to be developed

for residential use. While CDI considers this a very unlikely possibility

for its existing land holdings given that it undertakes geotechnical

and topological investigations prior to purchase, climate change and

extreme weather events would likely hasten changes to land contours

and structures to varying degrees. The possibility exists that sudden,

unexpected changes could render some land or part of land unviable

for development as intended and therefore a change of use might

have to be considered. Modelling will be done to assess and quantify

potential impacts.

• Responses to extreme weather events such as flooding: in this

scenario, our assumptions are that there will be a need to respond to

many more extreme weather events. We will need to be able to have

plans to respond to such events which may involve assessing whether

works in progress can continue, what impact there may be on the overall

completion of a project (of parts thereof), what impact that will have

with consent compliance with territorial authorities and also with parties

who have purchased sections from us especially for pre-titled sales.

We would need to take into account potential disruption with delays or

compromised infrastructure which is not supplied by us or disruption

to transportation networks which could affect deliveries of materials to

site as an example. Prior experience with other natural disaster such as

the Canterbury Earthquakes might provide some guidance but given the

unpredictability of natural disasters, the exact impacts including financial

impacts are difficult to predict and quantify.

• Revenue loss: in this scenario, we assume that there will likely be an

increased probability of revenue loss above and beyond occasional

disruption. Damage to land or property, especially if land is in the process

of being developed, may mean that works will be delayed or deferred

resulting in time loss, increased costs and loss of sales or potential legal

action in relation to sales contracts As the potential circumstances will

vary according to site and scale. This is not something we have currently

modelled in 2023 but will be looking to do so in the future.

• Building maintenance costs: While our commercial portfolio makes up

a relatively small proportion of our total land holdings and assets, we do

have commercial properties which require maintenance. Maintenance

costs are likely to increase in several ways. With more adverse events,

it follows that there will be post event maintenance and proactive

maintenance to combat the effects of the adverse events. Further

infrastructure or design changes might be required to mitigate future

effects which could add to capital costs. The extent and impact of such

costs is yet to be modelled by CDI.

TRANSITION RISKS:

• Increased environmental obligations: in this scenario, we are assuming

that there may likely be pressures to structurally decarbonise or likely

pay for the emissions which are made above a mandated threshold

in order to try and limit or reduce emissions. As policy in this area is

changing and debate on such measures such as congestion charging is

restarting, there is no clarity on how to assess the potential financial risk

when there are several unknown issues.

• Insurance premium increases: in this scenario, we would likely face the

issue of increasing insurance premiums for certain particular properties

based on an increasing frequency of weather events. While bare land

cannot be insured like developed property, as we now have a portfolio

of commercial property, this still has the potential to affect CDI. If any of

the commercial property assets become affected or are deemed to be

likely to be affected by climatic events, there is the risk that insurance

will become very costly, will only available under strict policy terms or

potentially unavailable if insurers decline to take on the insurable risks.

In such an event, alternative options such as self-insurance may need to

be considered.

• Energy costs and infrastructure: In this scenario we do not consider

such costs to be a material risk but looking at land development as a

whole, we would assume in this scenario that there would be continuing

increases in energy costs to power infrastructure as a direct result of

climate change. CDI could be required to take steps which might be

mandatory to design developments to incorporate mitigation measures.

There would also be an increasing focus on maximising energy efficiency

and alternative sources of power to reduce costs where practicable even

for residential buildings. Providing for a greater number of electric/hybrid

vehicles would be likely.

• Market uncertainty: As costs rise and are forecast to increase, they

will have a corresponding impact on the profitability of our businesses.

Under a 2.0 degree scenario, we have assumed that CDI is able to continue

to do business, but could be faced with increased costs and would need

more time than anticipated to complete development works in order to

settle sections for sale. The extent of the costs and impact have not yet

been modelled.

24 | CDL Investments New Zealand Limited
CLIMATE RELATED

DISCLOSURES – CONTINUED

3.0°C

SCENARIO

A 3.0 degree scenario assumes that the wider environment is seriously

degraded with continued global warming intensifying the global water cycle

resulting in more dramatic climate events (wet and dry), more variable or

extreme events such as storms, cyclones or hurricanes, a reduction in the

ability of land and ocean carbon sinks to absorb emissions and further

global mean sea-level rise and other detrimental effects on the land and

ocean environments.

Often described as a “hot house world” scenario, there will very likely be

severe physical impacts of climate changes evidenced by significant sea

level rise, rainfall intensity and a further increase in the number of extreme

heat days. Such events could have cascading effects into areas such as

agriculture and horticulture. Social and response services and critical

infrastructure would be put under severe pressure. “Climate refugees”

to New Zealand could further exacerbate this scenario.

PHYSICAL RISKS

• Limiting the availability of land for development/constraints on the

areas we can invest in or develop: Should climate change and extreme

weather events continue to have a widespread impact across various

regions of New Zealand such that these affected areas are unable to be

effectively used for a productive purpose, this is likely impact the ability

of CDI to maintain its historic acquisition and development strategies.

At an extreme, this could limit or curtail the ability of CDI to progress

existing developments or to embark on new ones as the financial viability

or costs to complete would make such developments unprofitable or

uneconomic. CDI would then be forced to look for alternative ways to use

the remainder of its land portfolio or in the most extreme circumstances

divest completely.

• Responses to extreme weather events such as flooding and

extreme heat days: The obvious risks under a 3.0 degree scenario

are whether existing land holdings could continue to be developed as

intended, whether there would need to be a change of plan for any such

development, what additional costs or delays would be incurred as a

result and how that would affect CDI’s trading and financial position.

These are extreme circumstances and for 2023, we have not been able

to model what this scenario looks like for our businesses. This will be

the subject of future work. Under such a scenario, there could be an

existential threat to some of our locations if such extreme events cause

a level of disruption or damage to render a property unusable or unviable.

If that is correct, such a scenario would have a material impact to the

business. Because the scenario will vary accordingly to location and

the size of the land/development, the potential financial impact will

vary accordingly.

• Building maintenance costs: in a similar way to the responses to

extreme weather events, we would assume under this scenario that

increased maintenance would be an automatic assumption for our

commercial building portfolio. The question we are looking to address is

whether any level of maintenance even at an increased tempo would be

sufficient. Future modelling will look at such a scenario.

• Revenue loss: The potential level of revenue loss will depend on the

extent and location of the land or buildings affected and may also vary

depending on seasonal conditions. At an extreme end, the extent of

revenue loss caused by one major or a series of extreme events could

potentially cause the viability of land or properties to become unviable.

Future modelling will consider such possibilities and their impacts.

TRANSITION RISKS

• Insurance premium increases/insurance availability: If more frequent

weather events continue to be prevalent, a sustained amount of loss

incidents could cause insurance to be severely priced or potentially

unavailable. While bare land cannot be insured like developed property,

as we now have a portfolio of commercial property, this still has the

potential to affect CDI. If insurance became too costly, then options such

as self-insurance or parametric cover would need to be considered.

• Increased environmental obligations such as GHG pricing: in this

scenario, we are assuming that there will be mandatory demands to

structurally decarbonise or likely pay for the emissions which are made

above a mandated threshold in order to try and limit or reduce emissions.

With no clear guidance on the financial impact of such measures,

forecasting the impacts is very difficult and leads into the uncertainty

risk below.

• Energy costs (fuel and electricity): We would assume in this

scenario that there would be a steep increase in energy costs to power

infrastructure such as air conditioning and for transport generally

whatever mode is selected. Higher demand would inevitably add pressure

on constrained networks leading to increased failures which would result

in delays or further increased costs. Conversely, there would be a strong

focus on maximising energy efficiency and looking at alternative sources

of power to reduce costs where practicable.

• Further market uncertainty: Increased structural costs and obligations

as detailed above could have a material financial impact on our

businesses. How viable land development would be in an extreme climate

scenario is difficult to model, much less predict. Calculating the financial

impact to CDI of a 3.0 degree scenario is therefore very difficult.

CDL Investments New Zealand Limited | 25

CLIMATE RELATED

OPPORTUNITIES

Where there are risks, there is usually space for opportunities. In the course

of measuring our GHGs in 2023, we identified a number of areas which could

constitute potential opportunities which we will consider exploring in the

future as we look to reduce our impact on the environment. These include:

• Using more environmentally friendly/more efficient modes of

transport: As part of our GHG emissions measuring, we noted that the

largest contribution to our GHGs was transport (road and air). Making

more efficient choices would result in a reduction of direct emissions

and a reduction of operating and fuel costs. We have already started

transitioning to some lower emissions and electric vehicles and we

looking at additional options.

• Increasing overall resiliency: as issues arise with infrastructure

and services where investment is sub-optimal or unlikely, solutions to

mitigate risk through self-provision of certain services or infrastructure

could be beneficial. One example is installing batteries in developments

to supplement existing power supply networks or to create/promote

resiliency within a development or suburb. This is an opportunity that

we could start to explore as part of future subdivision designs.

• Providing for lower emission or alternative sources of energy: this

could take the form of providing for a future solar panel installation/

infrastructure as part of a linear park or requirements to ensure that

residential developments are designed in such a way to as to provide

for space to allow alternative energy solutions to be accommodated.

While policy direction is not clear on these issues, this is potentially an

opportunity that we can start to explore as part of future subdivision

designs.

• Reducing water use: with increasing demand for water and higher

infrastructure costs forecast, a reduction in water consumption/use

would see a reduction in operating costs to the business. This is another

opportunity that can be explored now and does not have to wait for a

2.0 degree or 3.0 degree scenario.

RISK

MANAGEMENT

As part of its wider review of its overall strategy, CDI will be reviewing its risk

management framework in 2024. When implemented, the new framework

will to identify climate related risks for the business and will also assess

the impact of those and other risks. Currently, CDI does not look at climate-

specific risks in isolation, rather they are considered as part of the overall

risk framework.

In 2023, CDI engaged Toitu Envirocare (“Toitu”) as its external advisory firm

to assist with the identification of risks and measurement of its Greenhouse

Gas (GHG) emissions. In 2023, Toitu also conducted an audit to ISO 14064-3:

2019 standards of CDI’s GHG emissions. As part of its base year work, CDI is

incorporating climate-related risks into the risk framework and in terms of

time horizons will also be using the definitions under its scenario modelling.

8


Within this Annual Report, CDI has published its Outline of Material Risks

on pages 30 and 31, we state that climate impact is expected to affect the

property sectors in a variety of ways. We understand how important it is to

review our operations and developments to see how they will be impacted

and whether we can make climate-positive improvements.

For these Climate Related Disclosures, we understand that physical risks

are those relating to the physical impacts of climate change, including

via temperature, rainfall, storms, extreme weather events, and sea-level

rise. Transition risks on the other hand are those related to transitioning

to a climate-resilient environment and economy both at the global and

regional level. Thus, these would include policy, legal, technology, market

and reputation changes associated with the mitigation and adaptation

requirements relating to climate change.

We know that our development locations are likely to be affected by climate

change in some way and will therefore have both physical and transition

risks. As an example, severe weather incidents such as those experienced

in 2023 have already shown us how our land holdings and development

operations can be impacted by flooding and infrastructure pressures

causing delays to our project timelines and also potentially increasing costs.

Putting in place contingency plans for short term physical risks has been a

priority over the last year.

A more immediate transition risk arises out of compliance with the

Standards. Given that this is the first year of reporting, there is uncertainty

as to exactly what expectations are from both the wider market and from

the regulator. As these become clearer, CDI will look to refine and expand

its disclosures accordingly. In addition, there have been additional costs

associated with compliance such as the engagement of external consultants,

the audit of GHG emissions and additional time and resource expended

internally to collate and process the data. These increases are likely to

continue for the short term as additional advice is sought and additional

reporting undertaken.

In 2023, CDI did not allocate specific funds for climate related risks or

opportunities. It has not yet determined the amount or percentage of assets

or business activities which are vulnerable to transition risks. This will be the

subject of further assessment work to be carried out. As modelling is yet to

be completed, CDI has not yet set an internal emission price per metric tonne

of CO2e used internally.

While we have not yet seen any changes to regulations as a result of those

weather events affecting our development sites, other parts of the country

have seen changes as a direct result of weather events and we are conscious

that when considering new acquisitions in the future, such changes will be a

factor in determining whether a project is feasible or not and what additional

costs will need to be expended in the course of completing the development.

Those risks are mid term transition risks. In 2024, more work will be done to

refine mid-term and long term physical and transition risks as we obtain and

refine more information about our environment impact. CDI is not aware of

any specific industry-based metrics for residential property development in

New Zealand that is it is currently able to utilise.

Reference

8 “Near Term” is being 2023 to 2030, “Mid Term” is between 2031 to 2050 and “Long Term” is 2051 onwards.

26 | CDL Investments New Zealand Limited
CLIMATE RELATED

DISCLOSURES – CONTINUED

STRATEGY

Given that 2023 is our base year and additional work will need to be done to

fully map out our climate-related strategy, CDI is not disclosing a transition

plan that would meet the requirements of NZ CS 1 and has applied Adoption

Provision 3 of the Standards which provides an exemption in the first

reporting period from the requirements to disclose the transition plan

aspects of an entity’s strategy.

In 2023, CDI undertook a review of its strategic direction and as part of that

review it will be looking to incorporate climate-positive improvements. In

2024, CDI is aiming to develop its transition plan which is expected to contain

short and long term emissions reduction targets. Outside of the transition

plan, CDI has adopted the United Nations Sustainable Development Goals

(the “UN SDGs”) as a point of reference to assist with identifying areas that

need to be included as part of its wider sustainability strategy. To date, CDI

has identified the following UN SDGs and material topics:

CDI aims to include as many of the SDGs as practicable and relevant in future

materiality assessments.

From our 2023 materiality assessment, we also identified the list of material

topics which we believe need to be addressed as part of our future strategy.

These are:

• Emissions reductions

• Waste reduction/recycling

• Staff engagement

EMISSIONS REDUCTIONS

In 2023 we have been developing our understanding of our emissions

footprint, how we can reduce our emissions and carbon footprint and what

this means for our business. At this stage, we have not set a target for

carbon reduction as this is our base line year but we are aiming to do so

now that we have our emissions data compiled and analysed.

Although CDI’s emissions are relatively small and reflect the size of the

organization, carbon emissions reductions across our operations are part

of our strategy and looking at how we can reduce our emissions as well as

looking at the feasibility of lower emission energy in our operations will be

a strategic issue for CDI. In 2023, the main source of GHG emissions was

through air travel as staff travelled to and from the company’s various

development projects around New Zealand and one of our initiatives in 2024

will be to see how we can reduce those emissions through more efficient

travel patterns.

In 2023, we joined Toitu Envirocare’s carbonreduce programme and in

February 2024 we successfully completed the requirements to become a

Toitu carbon reduce certified organisation.

9

This is an important step on

our continued journey to improve our carbon footprint and environmental

efficiency in general.

11: Sustainable cities and communities

• Responsible investment

• Local community impact

7: Affordable and clean energy

• Climate change

• Energy efficiency

• Renewable energy

4: Quality education

• Talent attraction, development and retention

5: Gender equality

• Equal opportunity employer

• Promotion of diversity throughout CDI

• Talent attraction, development and retention

12: Responsible consumption and production

• Responsible supply chain and sourcing

• Water management and efficiency

8: Decent work and economic growth

• Economic contribution to society

• Workplace safety

6: Clean water and sanitation

• Water management and efficiency

13: Climate action

• Climate change

• Emissions reduction

• Water management and efficiency

• Renewable energy

15: Life on land

• Responsible supply chain and sourcing

14: Life below water

• Water management/and efficiency

16: Peace, justice and strong institutions

• Business ethics and anti-corruption

• Cyber security and data governance

CDL Investments New Zealand Limited | 27

WASTE REDUCTION/RECYCLING

CDI does not itself directly undertake earthworks or other intensive property

development or refurbishment works as these works are contracted out by

way of tender. As a residential land developer and not a builder of houses

or other buildings, it does not procure or use materials such as steel or

concrete as these are procured by the builders or purchasers of the sections

which CDI develops. That said, in developing the land into residential

sections, CDI and its contractors will produce impacts such as greenhouse

gas emissions and generate waste from the movement of earth and other

materials to and from sites, demolition works and related activities.

CDI and its contractors aim to minimise the impact of these activities

where practicable.

CDI is not yet in a position to measure waste and GHGs from the activities

conducted by its contractors (Scope 3 emissions) and is relying on the

exemptions in the Standards for 2023. This is something which is being

worked on in conjunction with those contractors and external advice on how

to measure these impacts will be sought. The nature of land development

makes it difficult to consider lower impact materials and methodologies

but CDI will look to engage with its contractors and stakeholders to develop

a framework where such alternatives can be considered in the course of

future land development.

STAFF ENGAGEMENT

Environmental initiatives have been part of CDI's land development

operations for many years and the company looks to design residential

subdivisions and commercial projects to alleviate material impacts on the

environment where this is possible. Within CDL Land’s management and

development teams, the relevant issues are well understood especially with

regard to urban design and land development.

Being a small company, CDI’s team is small and highly engaged in all of the

company’s development operations. With a history of creating suburbs and

legacy subdivisions, promoting positive social impacts through development

is a hallmark of the company’s philosophy and creating a positive and safe

working environment is critical to CDI’s success.

• Reducing our overall environmental impact (SDG 7, 12, 13, 15) – especially

with regard to water use/energy use; and

• Maintaining a fair, safe and inclusive workplace (SDG 8 and 16).

Other more defined targets will be set in 2024.

Reference

9 Certification was achieved through an audit which aligned to the following criteria: ISO 14064-1:2018,

ISO 14064-3:2019, Toitu Programme Technical Requirements 3.1 Audit & Certification Technical requirements

3.0, Certification Mark Guide v 3.0.

OUR FUTURE

VALUE GOALS

As 2023 is our base line year, we will be looking at conducting more detailed

risk assessments from 2024 and performing climate change analysis in the

near future to allow us to set firm targets and goals. Our aim is to use these

risk assessments and analyses to be able to better integrate climate-related

risks into our business strategy and our future financial analysis.

Using the UN SDGs, our current targets and goals are:

Prestons Park Retail Centre, Christchurch

28 | CDL Investments New Zealand Limited
CLIMATE RELATED

DISCLOSURES – CONTINUED

ASSESSING STAKEHOLDER

RELATIONSHIPS AND PARTNERSHIPS

Based on the principle of continuous engagement we have developed a

stakeholder engagement framework and identified key areas of concern or

assessment which apply to each stakeholder/stakeholder group:

StakeholderMethod of engagementKey areas of concern/assessment

Board of directors

• Scheduled meetings of the whole board

• Meetings and briefings outside the normal board schedule

• Other communications between management and the board

• Meetings and discussions with ESG/climate consultants

• Overall economic and financial performance of CDI

• Sustainability performance – setting the strategy, goals

and assessing and reassessing targets

• Risk management

Government/regulators• Submissions or participation in public consultations• Environmental legislation and policy

Employees

• Employee training

• Employee surveys and reviews

• Career development opportunities

• Workplace safety and overall wellbeing

• Employee, contractor, consultant health and safety

Our purchasers

• Social media (Facebook, Twitter)

• Website

Our management team and employees

• Management training, meetings and other communication

• Performance and operational reviews

• Employment and engagement surveys

• Workplace health and safety

Investors

and media

• Release of annual and interim results to NZX

and investors

• Annual Meetings of shareholders; Annual and

Interim Reports

• Media releases and public comments

• Responding to shareholder questions

• Financial and operational performance

• Earnings and dividends

• Strategy and future outlook

• Corporate governance

• Regulatory compliance

Suppliers

• Meetings and other engagement as per supply agreements

• Assessment of supply targets as set out in the

supply agreement

• Supply chain performance

• Alignment of sustainability frameworks

OUR METRICS AND TARGETS

In 2023, we achieved Toitu Envirocare carbon reduce certification for the

first time for our GHG Inventory and emissions, covering our Scope 1, Scope

2 and selected Scope 3 emissions. The GHG emissions data covered our

direct emissions and indirect emissions, including: refrigerants, composting,

air travel, purchased energy, transmission and distribution (T&D) losses

for purchased energy, fuel emissions (rental and other cars), office waste,

water supply and recycling for the reporting period (January 1, 2023

through December 31, 2023).The programme requirements that applied

are in accordance with ISO 14064-1:2018. This is a significant step towards

measurement and setting future targets which we are looking to confirm

in 2024.

CDI is committed to measuring and looking at ways to reduce its carbon

footprint. Our assessment of emissions included vehicles, business travel,

fuel and electricity usage, paper consumption, and waste generation.

The emissions will be evaluated annually, and the inventory will undergo

independent audit and verification. Currently, CDI is not looking at carbon

offsets or purchasing carbon credits but in the future will investigate options

by which it could offset or credit its emissions. In 2024, work will be done to

include Scope 3 emissions from sources such as employee commuting and

supplier generated emissions.

In measuring GHG emissions for 2023, we set an operational boundary

which covered our support office operations. The emissions of third

party contractors were not included as CDI does not have ownership and

operational control of those operations or assets. Thus, we did not include

Scope 3 emissions as this was our base year and therefore we are relying on

adoption relief as provided for in the Standards for these areas.

CDI considered a wide range of direct and indirect emissions in 2023

and made a number of exclusions for various categories as these were

considered to be de minimis, third party emissions or not used by CDI in

2023. As stated in the Introduction, for 2023, CDI has used Adoption Provision

4 which provides for an exemption from the requirement to disclose Scope 3

GHG emissions in the first reporting period.

The de minimis emissions sources included paper use, aluminium can

and glass recycling, industrial gases, paints and other coatings, postal

and courier services used directly. Sources that were not used included

agricultural products, iron and steel (including structural steel), coal/lignite/

peat and other refined petroleum products, employment services.

CDL Investments New Zealand Limited | 29

CDI emissions intensity: emissions intensity is operating revenue

(gross tCO2e/$millions) = 1.59

At this stage, we have not set a target for overall carbon reduction as

this is our base line year but we are aiming to do so now that we have our

emissions data compiled and analysed. CDI has not yet determined whether

the targets will be on an intensity or absolute basis but will be science-

based. Targets which are currently being contemplated include reductions

in GHG emissions and use of energy (electricity and gas) and reducing water

consumption at various sites such as commercial and office premises.

Category

(ISO 14062–1:2018)

Scopes

(ISO 14064–1:2006)

2023

Category 1: Direct emissionsScope 114.18

Category 2: Indirect emissions

from imported energy

(location-based method)*

Scope 21.41

Category 3: Indirect emissions

from transportation

Scope 332.62

Category 4: Indirect emissions

from products used by organisation

Scope 30.98

Category 5: Indirect emissions

associated with the use of products

from the organisation

Scope 30.00

Category 6: Indirect emissions

from other sources

Scope 30.00

Total direct emissions14.18

Total indirect emissions35.00

Total gross emissions49.19

Category 1 direct removals0.00

Purchased emission reductions0.00

Total net emissions49.19

EMISSIONS FACTORS

The emission factors used are drawn from a variety of sources, primarily:

Government published emission factors (such as the NZ Ministry for the

Environment); other government publications or data; industry publications

or data; international bodies; technical reports; peer-reviewed journals or

literature; the IPCC; supplier-specific data (from providers); Global Warming

Potentials (GWP) from the IPCC fifth assessment report (AR5) are the

preferred GWP conversion. CDI’s GHG emissions data has been quantified

according to the requirements of ISO 14064-1:2018.

In alignment with ISO 14064-1 we have completed an uncertainty assessment

of the activity data, emissions factors, and calculation methodologies.

Emissions factors sources and uncertainty can be found in the full

ISO 14064-1 aligned GHG inventory. Uncertainty is inherent within GHG

accounting, however we have committed to review and reduce our

assumptions and uncertainty through using supplier specific methodologies

and reported emissions where possible.

CDI measures and manages our Greenhouse Gas (GHG) emissions in

accordance with the requirements of International Standard ISO 14064-1

Greenhouse gases – Part 1: Specification with guidance at the organisation

level for quantification and reporting of greenhouse gas emissions and

removals (‘ISO 14064-1:2018’). CDI has used a calculation methodology in

alignment with ISO 14064-1 as: Emissions = activity data x emissions factor.

All emissions were calculated using Toitu emanage with emissions factors

and Global Warming Potentials provided by the Toitu emanage tool. Global

Warming Potentials (GWP) from the IPCC fifth assessment report (AR5) are

the primary GWP conversion however some emissions factors are (AR4).

If emission factors have been derived from recognised publications

approved by the programme, which still use earlier GWPs, the emission

factors have not been altered from as published.

Where applicable, unit conversions applied when processing the activity

data has been disclosed. There are systems and procedures in place that

will ensure applied quantification methodologies will continue in future

GHG emissions inventories.

ASSURANCE

CDI’s GHG inventory is subject to independent assurance by Toitu Envirocare

(Enviromark Solutions Limited 2020) in accordance with ISO 14064-3:2019.

Assurance was Reasonable for categories 1 and 2 and Limited for categories

3 and 4. The disclosures required by the Aotearoa Climate Standards were

not assessed with the GHG inventory.

The climate related disclosures were authorised for issue for and on behalf

of the directors on 28 March 2024.

JOHN HENDERSON

INDEPENDENT DIRECTOR

Third party emissions excluded include architectural and engineering

services, electrical equipment, postal and courier services (used indirectly),

publishing services, repair of computers and other IT equipment, living

plants/seeds/crops, tyres/tubes, domestic appliances, emissions from

residential and non-residential building construction, civil engineering

services, electrical installation work, plumbing services, land and land

improvements, storage services, legal and accounting services, IT design/

development/infrastructure/technical/consulting/network management

services, cleaning services, paper products, printing, computer support and

miscellaneous scientific or technical services. Building completion work,

housing and other real estate, rail/sea/air freight, telecommunications and

internet were also considered but were not applicable to CDI in 2023.

The categories of Scope 3 Emissions excluded are: purchased goods and

services, capital goods, upstream transportation and distribution, upstream

leased assets, downstream transportation and distribution, processing of

sold products, use of sold products, end-of-life treatment of sold products,

downstream leased assets, franchises, and investments.

Our 2023 inventory summary of greenhouse gas (GHG) emissions covering

the measurement period 01 January 2023 to 31 December 2023 is:

DESLEIGH JAMESON

BOARD CHAIR

30 | CDL Investments New Zealand Limited
OUTLINE

OF MATERIAL RISKS

MARKETS

AND COMPETITION

Although it is well spread geographically within New Zealand, CDI

competes in a narrow sector of the economy namely the property

market for residential sections. It is a competitive market with

several different participants in each geographic market and a

failure to meet the market or remain competitive could affect

CDI’s operational and financial position as it loses sales and

market share to its competitors, thus affecting its revenues

and potentially its ability to make necessary investments in its

business for the future.

In order to mitigate market risks, we constantly monitor market trends and

pricing and develop strategies to respond to changing market conditions.

We regularly speak with our land agents to ensure that our service delivery

and sections remain attractive and competitive in the marketplace and we

make changes where necessary. We mitigate our exposure to the various

markets we trade in by adjusting our sales strategies and our marketing to

maximize demand and therefore sales from developments where demand

is highest. We will also adjust the timing of our developments to meet/

anticipate demand.

CLIMATE

CHANGE

Climate impact is expected to affect the property sectors in a

variety of ways. It is imperative to review our operations and

developments to see how they will be impacted and whether we

can make climate-positive improvements. Our locations are likely

to be affected by climate change in some way. Severe weather

incidents have the potential to affect our operations

with impacts to the land and development works themselves as

well as access to and from our developments.

CDI has been very conscious about its environmental impact resulting from

its property development activities. While it outsources the vast majority

of the activity which generates the most emissions to other contractors,

with the mandatory climate-related financial disclosures regime now in

place it is looking to see what additional measures it can take to improve its

operations even further. Having set 2023 as its baseline year for reporting

purposes and having appointed Toitu Envirocare to assist with the analysis

of emissions and other carbon data, CDI is looking to set targets for carbon

reduction using a science-based target in the near future. CDI will also look

for opportunities to include more environmentally friendly technologies

across its developments.

As part of its reporting processes, CDI is using the Task Force on Climate-

related Financial Disclosures (TCFD) recommendations to outline its

responses. Future work will include monitoring of CDI’s supply chain and

increase its ESG communications to shareholders and stakeholders.

For more information, please refer to CDI’s Climate-Related Disclosures.

REPUTATIONAL

Over the last thirty years, CDI has worked hard to develop a

reputation as a trustworthy and competent developer which

delivers results to its customers in a timely and cost effective

way. As a small company compared to its competitors, it is very

conscious that a loss of reputational risk will harm its business.

We engage in dialogue with our stakeholders and customers in an open and

transparent way. We monitor customer feedback by checking traditional and

social media platforms, responding to and managing any complaints which

may be received whether directly or through our agents.

We aim to avoid any situations that could result in a negative impact on our

reputation and brand.

LIQUIDITY

/SOLVENCY

Financial risks could affect CDI arise in many ways, both due to

external and internal causes. For example, they could arise from

a lower level sales of its sections and due to external events

over which CDI has little or no control over. CDI’s ability to trade

depends on its ability to manage its financial situation optimally

to ensure that it has sufficient liquidity and solvency to maintain

its business.

CDI manages its financial and solvency risks by continuously monitoring

its financial performance and cashflow and ensures that it maintains

sufficient financial resources to carry out its operations and any projects

that are undertaken.

CDI also takes a conservative approach to its capital management and

taxation planning.

WORKFORCE

As a small business which requires highly skilled personnel,

CDI faces significant risk if it is unable to employ sufficiently

qualified and experienced people to maintain its operations.

An inability to retain talented staff would result in a loss of

historic/collective knowledge.

While CDI has historically sought to outsource key functions of its business,

with the current level of development it has chosen to increase its in-house

capabilities and recruited several new development manager to oversee

and manage key projects. Finding suitably qualified and experienced people

remains challenging and CDI is constantly looking at how it can attract and

retain suitably qualified and experienced personnel across its operations.

Remuneration is benchmarked and reviewed to ensure that it is competitive.

CDL Investments New Zealand Limited | 31

H E ALTH

AND SAFETY

Ensuring the health and safety of our employees and customers is

essential for our business to succeed. The nature of our business

means that there are numerous risks across our business which

might result in harm to an employee or guest.

We have a comprehensive set of health and safety policies and risk registers

in place that identify and categorise risks in the workplace.

We also monitor health and safety incidents and results at each development

alongside our contractors. We also have an employee assistance programme

through EAP Services Limited to help with employee’s mental health and

counselling where required.

BUSINESS

DISRUPTION

A local or global event which affects the movement of people

(employees) has the potential to be highly disruptive to our

business. The impact of such an event, sustained or not,

could impact on our operations, revenue and cashflow and

our reputation.

CDI has a range of policies across its business which would be used to

respond to an emergency situation or natural disaster. Training of staff to

respond to incidents is also conducted periodically.

CDI also has insurance cover for its buildings and for loss of (rental) income.

PROJECT

MANAGEMENT

Risks arise in some of the following ways: schedule delay, cost

overrun, building defects, contractor’s performance, as well as

contract disputes, that could impact our operations and sales.

CDI manages this risk by ensuring that there is sufficient oversight and

review of all projects. This can take the form of oversight by its Development

Managers or engaging external assistance where necessary. Together with

external consultants such as planners, engineers and quantity surveyors,

CDI imposes an assessment and monitoring process to identify and manage

the key risks for each project. Stringent evaluation and tendering procedures

apply to all projects to ensure that suitably qualified and experienced

consultants and contractors are appointed. Regular site visits are also

conducted to closely monitor the progress of projects and manage potential

risks of delays, defects and cost overruns.

TECHNOLOGY

Technology is a critical element to ensuring that CDI is able

to operate its business effectively. The risks to CDI include

compromise of those business-critical systems, cybersecurity

incidents, maintaining data it holds securely, ensuring that

its systems remain fit for purposes and adapt to business and

customer needs

To mitigate these and other risks, CDI (through its majority shareholder

MCK) invests in its hardware and software platforms across its network.

CDI uses the resources of MCK’s dedicated Information Technology

team which also supports CDI’s networks and operations and deals with

cybersecurity threats.

Disaster recovery planning and penetration testing is done to ensure the

security and resilience of our network and systems. External experts and

partners are engaged as required to improve our system resiliency.

LEGAL, REGULATORY

AND COMPLIANCE

CDI is subject to political and policy risks, such as new or amended

public policies, statutory and regulatory requirements. CDI is

exposed to legal and reputational damage resulting from breach

of law or civil actions.

CDI manages these risks by monitoring changes to laws and regulations

and engaging with Government or regulatory bodies on such changes.

It frequently lodges submissions on new legislation and regulations and

will meet with government and local authority officials as part of the

consultation process.

CDI manages legal risk by monitoring and reporting significant litigation

and disputes to the Board and seeking advice from our external lawyers.

Insurers will be involved where necessary.

R2 Growth Cell, Puketaha, Hamilton (View from Greenhill Road)

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

FINANCIAL STATEMENTS CONTENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 33

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 34

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 35

CONSOLIDATED STATEMENT OF CASH FLOWS 36–37

NOTES TO THE FINANCIAL STATEMENTS 38–53

INDEPENDENT AUDITOR'S REPORT 54–57

REGULATORY DISCLOSURES

AND STATUTORY INFORMATION CONTENTS

REGULATORY DISCLOSURES 58–59

STATUTORY INFORMATION 60–65

CDL Investments New Zealand Limited | 33

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 2023 2022

Property sales 28,063 65,858

Rental income 2,716 1,240

REVENUE 30,779 67,098

Cost of sales (10,926) (20,527)

GROSS PROFIT 19,853 46,571

Other income 397 248

Administrative expenses 3, 4 (1,433) (882)

Property expenses (527) (589)

Selling expenses (720) (1,476)

Other expenses 3, 4 (2,373) (2,211)

RESULTS FROM OPERATING ACTIVITIES 15,197 41,661

Finance income 5 3,514 1,664

Finance costs 5 (12) (7)

NET FINANCE INCOME 3,502 1,657

PROFIT BEFORE INCOME TAX 18,699 43,318

Income tax expense 6 (5,236) (12,129)

PROFIT FOR THE PERIOD 13,463 31,189

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 13,463 31,189

Profit attributable to:

Equity holders of the parent 13,463 31,189

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 13,463 31,189

Basic and diluted earnings per share (cents per share) 13 4.64 10.82

For the year ended 31 December 2023

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

34 | 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 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 13 – (204) (204)

Foreign investment tax credits 13 – 204 204

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

Balance at 1 January 2023 65,829 243,052 308,881

Total comprehensive income for the period

Profit for the period – 13,463 13,463

Total comprehensive income for the period – 13,463 13,463

Transactions with owners of the Company

Shares issued under dividend reinvestment plan 13 1,489 – 1,489

Dividend to shareholders 13 – (10,108) (10,108)

Supplementary dividend 13 – (211) (211)

Foreign investment tax credits 13 – 211 211

BALANCE AT 31 DECEMBER 2023 67,318 246,407 313,725

For the year ended 31 December 2023

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 | 35

CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2023 2022

SHAREHOLDERS’ EQUITY

Issued capital 13 67,318 65,829

Retained earnings 246,407 243,052

TOTAL EQUITY 313,725 308,881

Represented by:

NON CURRENT ASSETS

Property, plant and equipment 114 98

Development property 8 203,034 186,728

Investment property 9 35,834 36,381

Investment in associate 2 2

TOTAL NON CURRENT ASSETS 238,984 223,209

CURRENT ASSETS

Cash and cash equivalents 12 2,159 31,667

Short term deposits 14 50,000 40,075

Trade and other receivables 11 6,578 2,327

Development property 8 21,507 16,420

TOTAL CURRENT ASSETS 80,244 90,489

TOTAL ASSETS 319,228 313,698

NON CURRENT LIABILITIES

Deferred tax liabilities 10 284 153

Lease liability 57 58

TOTAL NON CURRENT LIABILITIES 341 211

CURRENT LIABILITIES

Trade and other payables 3,820 1,340

Employee entitlements 138 118

Income tax payable 1,165 3,122

Lease liability 39 26

TOTAL CURRENT LIABILITIES 5,162 4,606

TOTAL LIABILITIES 5,503 4,817

NET ASSETS 313,725 308,881

For and on behalf of the Board

As at 31 December 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

J ADAMS

MANAGING DIRECTOR

26 February 2024

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

D JAMESON

DIRECTOR

26 February 2024

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

GROUP

IN THOUSANDS OF DOLLARS NOTE 2023 2022

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 29,469 70,853

Interest received 3,509 1,309

Cash was applied to:

Payment to suppliers (14,088) (22,956)

Payment to employees (1,280) (880)

Deposits paid on unconditional contracts for development land 19 (662) –

Purchase of development land (20,407) (24,607)

Income tax paid (6,850) (12,495)

NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES (10,309) 11,224

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Short term deposits 40,075 30,000

Cash was applied to:

Development of investment property (386) (13,587)

Purchase of plant and equipment (14) (4)

Short term deposits (50,000) (40,075)

NET CASH OUTFLOW FROM INVESTING ACTIVITIES (10,325) (23,666)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was applied to:

Dividend paid (8,619) (8,668)

Principal repayment of lease liability (44) (24)

Supplementary dividend paid (211) (204)

NET CASH OUTFLOW FROM FINANCING ACTIVITIES (8,874) (8,916)

Net decrease in cash and cash equivalents (29,508) (21,358)

Add opening cash and cash equivalents 31,667 53,025

CLOSING CASH AND CASH EQUIVALENTS 12 2,159 31,667

For the year ended 31 December 2023

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 | 37

CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2023 2022

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

Net Profit after Taxation 13,463 31,189

Adjusted for non cash items:

Depreciation of investment property 933 538

Depreciation of plant & equipment 7 2

Depreciation of right-of-use assets 34 19

Income tax expense 6 5,236 12,129

Adjustments for movements in working capital:

(Increase)/Decrease in receivables (4,251) 3,152

Increase in development property (21,393) (17,407)

Increase/(Decrease) in payables 2,512 (5,903)

CASH GENERATED FROM OPERATING ACTIVITIES (3,459) 23,719

Income tax paid (6,850) (12,495)

CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES (10,309) 11,224

For the year ended 31 December 2023

CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED

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

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

MATERIAL 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 2023 comprises the Company and its subsidiary (together referred to as the “Group”).

The registered office is located at Level 7, 23 Customs Street East, Auckland, New Zealand.

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 26 February 2024.

(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, unless otherwise indicated.

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 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CDL Investments New Zealand Limited | 39

CDL INVESTMENTS NEW ZEALAND LIMITED

MATERIAL 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. Lease incentives granted are recognised as an integral part of the total rental income.

The Group grants settlement terms of up to 12 months on certain sections as part of the agreement for sale and purchase for unconditional sales. 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

A number of amendments to standards are effective for annual periods beginning after 1 January 2024 and earlier application is permitted. The Group has

not early adopted the amended standards in preparing the consolidated financial statements. The Group will be adopting the amended standards from 1

January 2024.

The following amended standards are not expected to have a significant impact on the Group’s consolidated financial statements.

1. Amendments to NZ IAS1 Non-current Liabilities with Covenants.

2. Amendments to NZ IFRS 16 Lease Liability in a Sale and Leaseback.

3. Amendments to NZ IAS 7 Supplier Finance Arrangements.

4. Amendments to NZ IFRS 7 Supplier Finance Arrangements.

5. Amendments to FRS-44 New Zealand Additional Disclosures of Fees for Audit Firms’ Services.

(H) NEW CURRENTLY EFFECTIVE STANDARDS

The Group adopted all new and amended standards that became effective during the reporting period. However, they did not have any impact on the

financial position, performance and cash flows of the Group.

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

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

For the year ended 31 December 2023

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

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.

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.



IN THOUSANDS OF DOLLARS 2023 2022 2023 2022 2023 2022

RESTATED RESTATED RESTATED

External revenue 28,285 66,106 2,494 1,240 30,779 67,346

Earnings before interest, depreciation & amortisation 13,698 41,446 2,473 775 16,171 42,221

Finance income 3,514 1,664 – – 3,514 1,664

Finance costs (12) (7) – – (12) (7)

Depreciation and amortisation (7) (3) (933) (538) (940) (541)

Depreciation of Right-of-use assets (34) (19) – – (34) (19)

Profit before income tax 17,159 43,081 1,540 237 18,699 43,318

Income tax expense (4,805) (12,063) (431) (66) (5,236) (12,129)

PROFIT AFTER INCOME TAX 12,354 31,018 1,109 171 13,463 31,189

Cash & cash equivalents and short term bank deposits 52,159 71,742 – – 52,159 71,742

Investment in associates 2 2 – – 2 2

Other segment assets 229,456 205,573 35,834 36,381 265,290 241,954

TOTAL ASSETS 281,617 277,317 35,834 36,381 317,451 313,698

Segment liabilities (2,277) (1,542) – – (2,277) (1,542)

Tax liabilities (1,449) (3,275) – – (1,449) (3,275)

TOTAL LIABILITIES (3,726) (4,817) – – (3,726) (4,817)

Plant and equipment expenditure 57 76 – – 57 76

Investment property expenditure – – 386 13,587 386 13,587

Residential land development expenditure 10,135 13,327 – – 10,135 13,327

Purchase of land for residential land development 20,407 24,607 – – 20,407 24,607

The Group has changed the composition of its reportable segments, therefore the comparatives have been restated.

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 (2022: One off transaction for the sale of an industrial property

of $29.0 million).

GROUP

RESIDENTIAL LAND

DEVELOPMENT

INVESTMENT

PROPERTY

CDL Investments New Zealand Limited | 41

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the year ended 31 December 2023

2. ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial

year are outlined below:

• Determining the net realisable value of development property to identify any impairment.

• The impairment test for investment properties (refer to note 9 for key assumptions and estimates used).

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

The Group is exposed to a risk of impairment to development properties should the carrying value exceed the net realisable value due to market fluctuations in

the value of development properties. However, there is no indication of impairment as the net realisable value determined by an independent registered valuer

significantly exceeds the carrying value of development properties (see Note 8).

The valuer adopts the Sales Comparison Approach to determine rates per hectare/per square metre for block land holdings in addition to recent section sales to

derive the gross realisation values. The net realisable values are determined from gross realisation values after deducting appropriate selling costs.

For residential land under development or is due to commence development in the short term, the valuer adopts the Residual Subdivision Approach. This

approach considers the gross realisation values of the sections less costs associated with development including GST, sales commissions, legal fees, civil and

development costs including Council contributions, professional fees, and contingency allowances. In addition, holding costs are deducted for the estimated

timing of development and sell down periods.

In both valuation approaches, the valuer makes assumptions relating to section prices, sell down periods, consumer confidence, unemployment rates, interest

rates, and external economic factors. These assumptions are sensitive to economic factors such as net migration, Official Cash Rate set by the Reserve Bank,

inflation, residential market activity, and business confidence.

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

in the value of investment properties. However, there is no indication of impairment as the recoverable amount determined by an independent registered

valuer significantly exceeds the carrying value of investment properties (see Note 9). In determining the recoverable amount, the valuer adopts the Income

Capitalisation Approach whereby the assessed market rent for each asset is capitalised in perpetuity from the valuation date at an appropriate capitalisation

rate. The adopted capitalisation rate reflects the nature, location, and tenancy profile of the property together with current market investment criteria as

evidenced by recent sales. The recoverable amount is sensitive to movements in the adopted capitalisation rate and the market rent.

CLIMATE-RELATED DISCLOSURE

The Group is currently in the process of identifying and reporting on the impacts of climate change that are affecting the business. Climate change poses

significant risks and challenges for the construction and property industry, as it affects the physical, operational, and financial aspects of development

properties and investment properties. Extreme weather events, such as floods, storms, heatwaves, and droughts, can damage the infrastructure, disrupt the

supply chain, reduce the revenue, and increase the insurance and maintenance costs. While property investors, managers, and owners are increasingly cognisant

of the climate-related impacts on their properties, the investment community have yet to price in the climate-related impacts on the asset values. This means

that the current market values of development properties and investment properties may not reflect the potential losses or gains associated with their exposure

to climate risks or their adoption of sustainability measures, decarbonisation initiatives, and sound environmental stewardship.

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

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

3. ADMINISTRATIVE AND OTHER EXPENSES

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

GROUP

IN THOUSANDS OF DOLLARS NOTE 2023 2022

Auditors’ remuneration

• Audit fees 91 88

• Tax compliance and tax advisory fees 4 4

• Strategy advisory fees 74 –

Depreciation 974 560

Directors’ fees 17 130 130

Rental payments 90 66

4. PERSONNEL EXPENSES

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Wages and salaries 1,129 751

Employee related expenses and benefits 145 121

Increase in liability for long-service leave 6 8

1,280 880

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 2023 2022

Finance income 3,514 1,664

Finance costs (12) (7)

NET FINANCE INCOME 3,502 1,657

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.

CDL Investments New Zealand Limited | 43

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

6. INCOME TAX EXPENSE

Recognised in the statement of comprehensive income

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Current tax expense

Current year 5,105 12,050

5,105 12,050

Deferred tax expense

Origination and reversal of temporary differences 131 79

131 79

TOTAL INCOME TAX EXPENSE IN THE STATEMENT OF COMPREHENSIVE INCOME 5,236 12,129

Reconciliation of effective tax rate

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Profit before income tax 18,699 43,318

Income tax using the company tax rate of 28% (2021: 28%) 5,236 12,129

5,236 12,129

EFFECTIVE TAX RATE 28% 28%

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 2023 2022

IMPUTATION CREDITS AVAILABLE FOR USE IN SUBSEQUENT REPORTING PERIODS 96,243 93,113

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

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

8. DEVELOPMENT PROPERTY

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Expected to settle greater than one year 203,034 186,728

Expected to settle within one year 21,507 16,420

DEVELOPMENT PROPERTY 224,541 203,148

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

(2022: nil) has been capitalised during the year.

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.

The fair value of development property held at 31 December 2023 was determined by an independent registered valuer, DM Koomen SPINZ of Extensor Advisory

Limited. The fair value is determined to estimate the net realisable value. The net realisable value as determined by the independent registered valuer, exceeds

the carrying value of development property.

CDL Investments New Zealand Limited | 45

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2023

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 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

Balance at 1 January 2023 659 36,331 – 36,990

Additions – – 386 386

Transfers between categories – 386 (386) –

Balance at 31 December 2023 659 36,717 – 37,376

Depreciation and impairment losses

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

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

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

Balance at 1 January 2023 – (609) – (609)

Depreciation charge for the year – (933) – (933)

Balance at 31 December 2023 – (1,542) – (1,542)

Carrying amounts

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

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

Balance at 1 January 2023 659 35,722 – 36,381

BALANCE AT 31 DECEMBER 2023 659 35,175 – 35,834

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

Rolleston which are fully operational. The fair value of investment properties held at 31 December 2023 was determined by an independent registered valuer,

DM Koomen SPINZ of Extensor Advisory Limited as $62.7 million (2022: $62.6 million). The fair value measurement was categorised as Level 3 (highest of the fair

value hierarchy) based on the inputs to the valuation methodology used i.e. income capitalisation approach.

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.

IMPAIRMENT

Annual reviews of the carrying amounts of investment properties are undertaken for indicators of impairment. Where indicators of impairment were identified,

the recoverable amounts were estimated based on internal or external valuations undertaken. The cash generating units (CGU) are individual properties. The

recoverable amounts of the investment properties, being the higher of the fair value less costs to sell and value-in-use, were predominantly determined using

the fair value less costs to sell basis and were estimated using the income capitalisation approach.

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

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

9. INVESTMENT PROPERTY – IMPAIRMENT – CONTINUED

During the year, management identified two (2022: two) properties with a carrying value of $13.7 million that had indicators of impairment. Average market

capitalisation rates appropriate to the properties range from 6.50% to 7.00% (2022: 6.25% to 6.75%). Average market rent per square metre rates appropriate

to the properties range from $341 to $358 (2022: $330 to $368).

OPERATING LEASES

The Group leases out its investment property. The Group has classified these leases as operating leases, because they do not transfer substantially all of the

risks and rewards incidental to the ownership of the assets.

Rental income recognised by the Group during 2023 was $2.5 million (2022: $1.2 million).

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date:

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Within 1 year 2,665 2,478

More than 1 year but within 2 years 2,675 2,660

More than 2 years but within 3 years 2,722 2,670

More than 3 years but within 4 years 2,760 2,715

More than 4 years but within 5 years 2,668 2,718

After 5 years 2,553 6,347

16,043 19,588

CDL Investments New Zealand Limited | 47

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

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 2023 2022 2023 2022 2023 2022

Investment property – – (345) (156) (345) (156)

Development property – – (81) (81) (81) (81)

Employee benefits 142 84 – – 142 84

Trade and other payables – – – – – –

NET TAX ASSETS/(LIABILITIES) 142 84 (426) (237) (284) (153)

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

Investment property (30) (126) (156)

Development property (108) 27 (81)

Employee benefits 55 29 84

Trade and other payables 9 (9) –

(74) (79) (153)

MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR

GROUP

BALANCE RECOGNISED IN BALANCE

IN THOUSANDS OF DOLLARS 1 JAN 2023 PROFIT OR LOSS 31 DEC 2023

Investment property (156) (189) (345)

Development property (81) – (81)

Employee benefits 84 58 142

(153) (131) (284)

11. TRADE AND OTHER RECEIVABLES

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Trade receivables 325 222

Other receivables and prepayments 6,253 2,105

TRADE AND OTHER RECEIVABLES 6,578 2,327

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 2023

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

12. CASH AND CASH EQUIVALENTS

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Bank balances 2,084 1,667

Call deposits 75 30,000

CASH AND CASH EQUIVALENTS 2,159 31,667

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 2023 2023 2022 2022

SHARES SHARES

‘000S $000’S ‘000S $000’S

Shares issued 1 January 288,808 65,829 287,513 64,454

Issued under dividend reinvestment plan 1,977 1,489 1,295 1,375

TOTAL SHARES ISSUED AND OUTSTANDING 290,785 67,318 288,808 65,829

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 2023, the authorised

share capital consisted of 290,784,833 fully paid ordinary shares (2022: 288,807,697).

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 1,977,136 additional shares under the Dividend Reinvestment Plan on 12 May 2023 (2022: 1,294,674) at a strike price of $0.7530

per share issued (2022: $1.0624).

DIVIDENDS

The following dividends were declared and paid during the year 31 December 2023:

COMPANY

IN THOUSANDS OF DOLLAR 2023 2022

3.5 cents per qualifying ordinary share (2022: 3.5 cents) 10,108 10,063

10,108 10,063

The following dividends were declared by the directors on 23 February 2024. 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 10,177

3.5 CENTS TOTAL DIVIDEND PER QUALIFYING ORDINARY SHARE 10,177

For the year ended 31 December 2023

CDL Investments New Zealand Limited | 49

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

13. CAPITAL AND RESERVES – CONTINUED

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 2023 was

based on the profit attributable to ordinary shareholders of $13,463,000 (2022: $31,189,000); and weighted average number of ordinary shares outstanding during

the year ended 31 December 2023 of 290,126,000 (2022: 288,376,000), calculated as follows:

PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (BASIC & DILUTED)

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Profit for the period 13,463 31,189

PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 13,463 31,189

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

COMPANY

2023 2022

SHARES SHARES

‘000S ‘000S

Issued ordinary shares at 1 January 288,808 287,513

Weighted average effect on 1,977,136 shares issued in May 2023 1,318 –

Weighted average effect on 1,294,674 shares issued in May 2022 – 863

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES AT 31 DECEMBER 290,126 288,376

EARNINGS PER SHARE (BASIC & DILUTED)

GROUP

2023 2022

BASIC AND DILUTED EARNINGS PER SHARE (CENTS PER SHARE) 4.64 10.82

SUPPLEMENTARY DIVIDEND AND FOREIGN INVESTMENT TAX CREDIT

The Company pays a supplementary dividend to portfolio non-resident investors to offset non-resident withholding tax payable on imputed dividends from the

Company. Under the foreign investor tax credit (FITC) rules, the Company receives a tax credit equal to the supplementary dividend paid. The supplementary

dividend is based on the amount of imputation credit attached to the dividend.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

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 nonderivative financial instruments are measured as described below.

On initial recognition, a financial asset is classified as subsequently measured at: Amortised cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL.

Financial liabilities are classified as measured at amortised cost or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which

case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and not designated at FVTPL:

• It is held within a business model whose objective is to hold assets to collect contractual cash flows: and

• Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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 2023 2022

Financial Assets

Cash and cash equivalents 12 2,159 31,667

Short term deposits 50,000 40,075

Trade and other receivables 11 6,578 2,327

Financial Liabilities

Trade and other payables 3,820 1,340

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

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 (minimum rating of Moody’s Aa3) 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 debt (2022: nil) and is only 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.

An increase of one percentage point in interest rates would have increased the Group’s profit before income tax by $641,000 (2022: $623,000) in the current

period. Conversely, a decrease of one percentage point in interest rates would have decreased the Group’s profit before income tax by $641,000 (2022: $623,000)

in the current period.

For the year ended 31 December 2023

CDL Investments New Zealand Limited | 51

CDL INVESTMENTS NEW ZEALAND LIMITED

14. FINANCIAL INSTRUMENTS – CONTINUED

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 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

20232022

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 5.77%

2,1592,159–0.00%

to 4.78%

31,66731,667–

Short term deposits5.79%

to 6.05%

50,00045,0005,0003.30%

to 5.26%

40,07535,0755,000

52,1594 7,1 5 95,00071,74266,7425,000

GROUP

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

2023 2022

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 3,820 1,625 2,195 1,340 1,258 82

3,820 1,625 2,195 1,340 1,258 82

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.

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

15. CAPITAL AND LAND DEVELOPMENT COMMITMENTS

As at 31 December 2023, the Group had entered into contractual commitments for development expenditure and unconditional purchases of land. Development

expenditure represents amounts contracted and forecast to be incurred in 2024 in accordance with the Group’s development programme.

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Development expenditure 19,743 21,991

Land purchases 6,620 4,010

23,363 26,001

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 2023 was:

GROUP

IN THOUSANDS OF DOLLARS 2023 2022

Non-executive directors 130 130

Executive directors 413 233

543 363

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).

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

CDL Investments New Zealand Limited | 53

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

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 65.54% (2022: 65.88%) of the Company and having two out of six of the Directors on the Board. Millennium & Copthorne Hotels New

Zealand Limited is 70.79% (2022: 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, $427,000

(2022: $351,000) for shared office expenses incurred by the parent on behalf of the Group and reimbursed its parent for its portion of insurance premiums

of $199,000 (2022:$153,000).

During 2023, CDL Investments New Zealand Limited issued no additional shares (2022: Nil) 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

(2022: 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 (2022: $75,000).

19. SUBSEQUENT EVENTS

Post balance date, the purchase of 10.8 hectares of land for $6.6 million in Nelson was settled during January 2024. The settlement will be recognised as an

increase in land classified as development property in 2024.

On 23 February 2024, an ordinary dividend of 3.5 cents per qualifying share was declared by the Directors (see Note 13).

54 | CDL Investments New Zealand Limited
© 2024 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with

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

pages 33 to 53 present fairly, in all material respects:

© 2024 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization 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 CDI Investments New Zealand Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements

of CDI Investments New Zealand Limited

(the ’company’) and its subsidiaries (the 'group') on

pages 33 to 53 present fairly, in all material respects:

i.the Group’s financial position as at 31 December

2023 and its financial performance and cash flows

for the year ended on that date;

in accordance with New Zealand Equivalents to

International Financial Reporting Standards issued

by the New Zealand Accounting Standards Board

and International Financial Reporting Standards

issued by the International Accounting Standards

Board.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2023;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

— notes, including a summary of significant

accounting policies.

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 taxation compliance, taxation advisory and

strategy support services. 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 $2m determined with reference to a benchmark of group total assets. We chose the benchmark

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

CDL Investments New Zealand Limited | 55









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. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. 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.

The key audit matter How the matter was addressed in our audit

Capitalisation and allocation of development costs

Refer to Note 8 to the Financial Report.

The group’s development property

comprises land and costs incurred to

develop land into subdivisions and

individual properties for sale. The

development properties represent 70%

of total assets on the consolidated

statement of financial position.

The capitalisation and allocation of

development costs is a key audit matter

as determining whether to capitalise or

expense costs relating to development

of the land is subjective as it depends

whether the costs enhance the land or

maintain the current value. In addition,

there is significant judgement in

determining whether obligations exist

for future costs and how to allocate

capitalised development costs to

individual properties or stages.

The key judgements used in this

determination are:

• Whether costs are eligible for

capitalisation under the

relevant accounting

standards

• the allocation of capitalised

costs to the individual

projects, stages and land lots

and the associated

recognition of cost of sales

• Whether a capitalised cost

and the associated liability for

future obligations should be

recorded under the relevant

accounting standard.


Our audit procedures included:

- Evaluating the group’s accounting policy for capitalisation of

development costs using the criteria in the accounting

standard.

- Developing an understanding of the key controls

over the cost

capitalisation and allocation process.

- Agreeing a sample of capitalised development costs

to

supporting documentation. For each selected transaction we:

• Considered the nature of the costs capitalised and

evaluated whether they are eligible for capitalisation under

the relevant accounting standard.

• Assessed the appropriateness of allocation to

the individual

project stages and land lots.

- Agreeing a sample of

land acquisitions to sales and purchase

agreements, settlement document and cash payment.

- Performing analytical procedures in relation development

property costs of sales to assess that margins recognised

between periods were appropriate, including considering

alternative methods of allocation.

- Evaluating the reasonableness of the group’s judgement

to

record liabilities for future obligations and that these have

been appropriately measured and recorded in accordance

with the applicable accounting standard.

- Assessing disclosures included in the consolidated financial

statements in respect of the development properties using

our understanding obtained from our testing and against the

requirements of the accounting standards.

Our testing did not identify any material exceptions related to

capitalised development costs, the allocation of those costs to

individual project stages and the recognition of future development

cost obligations.


56 | CDL Investments New Zealand Limited








Other information


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

Report and Annual Climate Statement (prepared in accordance with the Aotearoa New Zealand Climate

Standards). Other information in the Annual report may include the Directors Review, Managing Directors review,

disclosures relating to Corporate Governance, the Trend Statement, Financial Summary, and the other information

included in the Annual report. The Annual Climate Statement discloses information about the effects of climate

change on the entity’s business. 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 Annual Report

and Annual Climate Statement when they become available and consider whether the other information it contains

is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or

otherwise appear 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 and Annual Climate Statement are 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 issued by the New Zealand Accounting

Standards Board;

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

that is 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.

CDL Investments New Zealand Limited | 57

Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objective is:

— to obtain reasonable assurance about whether the 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 Geoff Lewis.

For and on behalf of

KPMG

Auckland

26 February 2024

Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objective is:

— to obtain reasonable assurance about whether the 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 Geoff Lewis.

For and on behalf of

KPMG

Auckland

26 February 2024

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

20 LARGEST SHAREHOLDERS (As at 1 March 2024) (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 23,832,598 8.20

3. Accident Compensation Corporation - NZCSD 13,244,925 4.55

4. Citibank Nominees (New Zealand) Limited – NZCSD 4,445,954 1.53

5. Christina Seet 2,715,227 0.93

6. Custodial Services Limited 2,219,212 0.76

7. Faro Equities Limited 2,156,591 0.74

8. MFL Mutual Fund Limited – NZCSD 1,962,577 0.67

9. Hugh Green Limited 1,344,460 0.46

10. Geok Loo Goh 1,079,834 0.37

11. HSBC Nominees (New Zealand) Limited – NZCSD 1,023,660 0.35

12. Roger Parker 697,116 0.24

13. New Zealand Depository Nominee Limited 687,498 0.24

14. Steven Cheong Kwok Wing 669,179 0.23

15. Caliber Trustee Company Limited 662,573 0.23

16. Tea Custodians Limited Client Property Trust Account – NZCSD 623,359 0.21

17. Michael Robert Mayger & Eleanor Margaret Mayger 559,477 0.19

18. Graeme Stuart Lord & Lisa Anne Lord 487,306 0.17

19. Robert Wong & Christein Joe Wong 483,855 0.17

20. Simon Hugh Berry 465,994 0.16

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 2024)

SIZE OF SHAREHOLDING NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL

1–499 59 10,296 0.00

500–999 46 31,951 0.01

1,000–1,999 339 462,097 0.16

2,000–4,999 899 2,761,215 0.95

5,000–9,999 499 3,498,827 1.20

10,000–49,999 661 13,656,032 4.70

50,000–99,999 93 6,272,123 2.16

100,000–499,999 81 15,576,755 5.36

500,000–999,999 6 3,899,202 1.34

1,000,000+ 11 244,616,335 84.12

ROUNDING 0.00

TOTAL 2,694 290,784,833 100.00

REGULATORY DISCLOSURES

CDL Investments New Zealand Limited | 59

CDL INVESTMENTS NEW ZEALAND LIMITED

DOMICILE OF SHAREHOLDERS (As at 1 March 2024)

NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL

New Zealand 2583 255,488,093 87.86

Australia and overseas 111 35,296,740 12.14

TOTAL 2,694 290,784,833 100.00

PUBLIC EXERCISE OF NZX POWERS

On 5 October 2023, NZ RegCo referred to the NZ Markets Disciplinary Tribunal (the Tribunal) alleged breaches of Rules 2.13.2(b), 3.8.1(b) and (d) by CDI.

The Company accepted that it had breached:

• Rule 2.13.2(b) by having only two members on its Audit Committee from February 2018 until 27 July 2020;

• Rule 3.8.1(b) by not adequately disclosing or explaining its non-compliance with NZX Corporate Governance Code recommendations

2.8, 3.1, 4.2, 5.3 and 8.1 in its annual reports for some or all of the 2017 to 2022 financial years; and

• Rule 3.8.1(d) by not including an evaluation by its Board on its performance with respect to its Diversity Policy in its annual reports

for the 2018 to 2022 financial years.

The Tribunal noted that CDI admitted the breaches at the earliest opportunity and co-operated fully with NZ RegCo’s investigation.

The Tribunal ordered CDI to pay a financial penalty of $50,000 ($35,000 for its Audit Committee breach and $15,000 for its annual report breaches), pay the

costs of NZX and the Tribunal, and be publicly censured. The determination and public censure were released to the market on 3 November 2023.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conducts Act 2013, as at 1 March 2024, 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 23,832,598 Ordinary Shares 8.20

As at 1 March 2024, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares) was 290,784,833.

REGULATORY DISCLOSURES – CONTINUED

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

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

As at 31 December 2023, the Company’s Directors were Messrs. C Sim, JC Adams, JH Henderson, DJ Jameson, ES Kwek and VWE Yeo.

The gender breakdown of the Board is 5 male directors, 1 female director and 0 gender diverse directors (2022: 5 male directors, 1 female director,

0 gender diverse directors). CDI currently has 1 female and 3 male officers and 0 gender diverse officers (2022: 1 female officer, 3 male officers and

0 gender diverse officers).

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 2023)

DIRECTOR 2022 2023

C Sim Nil Nil

JC Adams 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 2023 was:

DIRECTOR REMUNERATION

C Sim $35,000

JC Adams $416,444

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. Jason Adams, in his capacity as Managing Director of the Company did not receive any fees 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

CDL Investments New Zealand Limited | 61

CDL INVESTMENTS NEW ZEALAND LIMITED

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

As at 31 December 2023, 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

Bathurst Range Investments Pty Limited Builders Recycling Properties Pty Ltd Builders Recycling Operations 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 Gosford Pty Ltd EQ Projects Pty Ltd EQ Projects Holdings Pty Ltd

EQ Revesby Pty Ltd EQ Riverside Pty Ltd EQ Zetland 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 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 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

D J JAMESON

Director of:

Ampio Limited GH Securities Trustee Limited Gubb & Hardy Limited

Milford Haven Limited

STATUTORY INFORMATION – CONTINUED

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

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

As at 31 December 2023, 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

58 High Street Pty Ltd Actas Holdings Pte. Ltd Adelanto Investments Pte. 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 Bravogate Holdings SARL

Bridge North Limited Camborne Developments Pte. Ltd Canterbury Riverside Opco Limited

Canterbury Riverside Propco Limited Canvey Developments Pte. Ltd CDL Ace Pte Ltd

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

CDL Centroid Pte Ltd CDL CityInd Pte Ltd CDL Cityscape Pte Ltd

CDL Commercial REIT Management Pte. Ltd CDL Conservo 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 Australia Holdings (SG) Pte Ltd CDL Hotels Australia Holdings Pty Ltd CDL Hotels Japan Pte. Ltd

CDL Infinity Pte. Ltd CDL Investments New Zealand Limited CDL Kingtse 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 Pavona Pte Ltd CDL Pegasus Pte. Ltd CDL Perseus Pte. Ltd

CDL Pisces Commercial Pte. Ltd CDL Pisces Services Residences Pte. Ltd CDL Pro Star Development Pty Ltd

CDL Properties BV CDL Queensray Pte Ltd CDL Real Estate Asset Managers Pte Ltd

CDL Real Estate Investment Managers Pte Ltd CDL Regulus Pte. Ltd CDL Sakura 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 Bonsai 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 Developments Realty Limited City Elite Pte. Ltd City Gemini Pte Ltd

City Grand Investments Limited City Hotels Pte Limited City Ikonik Pte. Ltd

City Leo 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

STATUTORY INFORMATION – CONTINUED

CDL Investments New Zealand Limited | 63

CDL INVESTMENTS NEW ZEALAND LIMITED

City Sunshine Holdings Pte. Ltd City Thrive 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 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 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 Grande Strategic Pte. Ltd 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 Lingo Enterprises Limited (Singapore Branch)

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 Business Trust Management Limited (as trustee-manager of CDL Hospitality Business Trust) M&C Capital Pte Ltd

M&C Holdings (Thailand) Limited M&C Hotel Investments Pte Limited 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 Restaurants (London) Limited

M&C Sakura Hotel Pte Ltd M&C Sakura Hotel Pte Ltd M&C Singapore Finance (UK) Limited

M&C Singapore Holdings (UK) Limited M&C Sponsorship Limited Marquee Brisbane Hotel 2 Pty Limited

Marquee Brisbane Hotel Pty Limited Marquee Hotel Holdings Pty Limited Max Office (SKD) General Partner Limited

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

Millennium & Copthorne Hotels Limited Millennium & Copthorne Hotels Management (Shanghai) Limited

Millennium & Copthorne International 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

MPG St Katharine Finance Limited MPG St Katharine GP Limited MPG St Katharine Limited

MPG St Katharine LP Limited MPG St Katharine Nominee Limited MPG St Katharine Nominee Two Limited

New Bath Court (Opco) Limited New Bath Court Limited New Empire Investments Pte Ltd

New Unity Holdings Ltd New Vista Realty Pte Ltd Newbury Investments Pte Ltd

Newmarket Property Holdings Limited Northgate Investments Limited Novel Developments Pte Ltd

Palmerston Holdings Sdn. Bhd. Paradise Investments Limited Pavo Properties Pte Ltd

Pinenorth Properties Limited Qaiser Holdings Limited Queensway Hotel Holdings Limited

STATUTORY INFORMATION – CONTINUED

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

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

As at 31 December 2023, the Directors of the Company have made general disclosures of interest in the following companies:

ES KWEK

Director of:

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 Silkparc Holdings Limited

Singapura Developments (Private) Limited SKD Marina Limited SKIL Four Limited

SKIL Three Limited Sonic Investment Pte. Limited South Beach International Hotel Management Pte Ltd

Southwaters Investment Pte Ltd Sparkland Holdings Pte Ltd Summervale Properties 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 Ventagrand Holdings Limited

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

Manager of:

M &C Hotels France Management SARL

Alternate Director of:

Mount V Development Pte Ltd South Beach Consortium Pte Ltd

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 Hanei Pte. Ltd CDL HBT Investments (I) Pte. Ltd

CDL HBT Oceanic Holdings Pte Ltd CDL HBT Sun Pte Ltd CDL HBT Sun Four Ltd

CDL HBT Sun Three 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 Pte 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

TK Yeo (Private) Limited

STATUTORY INFORMATION – CONTINUED

CDL Investments New Zealand Limited | 65

CDL INVESTMENTS NEW ZEALAND LIMITED

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

150001–160000 1

180001–190000 1

250001–260000 1

410001–420000 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 2022 2023

Annual audit 88 90

Tax compliance and tax advisory fees 4 6

Strategy advisory service – 74

SUBSIDIARY COMPANY AND DIRECTORS (Section 211(2), Companies Act 1993)

The Company’s subsidiary and its directors as at 31 December 2023 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

The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.

STATUTORY INFORMATION – CONTINUED

NELSON/TASMAN
• Lucas Terrace, Nelson

• Highland Drive, Richmond

HAWKE'S BAY PROJECTS

• Arataki Road, Havelock North

• Iona Block, Havelock North

CHRISTCHURCH

• Prestons Park

• Prestons Park Retail Centre

• Worsleys Road, Cashmere

ROLLESTON, SELWYN

• Stonebrook, Rolleston

• Stonebrook Retail Centre

HAMILTON PROJECTS

• R2 Growth Cell, Puketaha

AUCKLAND PROJECTS

• Kewa Road, Albany

• Christian Road, Swanson

• Roscommon Road Warehousing, Wiri

• Trig Road, West Harbour

SUBDIVISION LOCATION MAP

AUCKLAND

HAMILTON

CHRISTCHURCH

HAVELOCK NORTH

HAWKE'S BAY

NELSON/TASMAN

ROLLESTON, SELWYN

SUBDIVISION LOCATION MAP

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 7, 23 Customs Street East, Auckland, New Zealand

P O Box 3248, Shortland Street, Auckland 1140, New Zealand

Telephone: +64 9 353 5077

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

68 | CDL Investments New Zealand Limited

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