CDI 2024 ASM Notice of Meeting

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CDL INVESTMENTS NEW ZEALAND LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Annual Meeting of CDL Investments New Zealand Limited (“the Company” or “CDI”) will be held on Tuesday
28 May 2024 commencing at 10.00am (New Zealand time) at Grand Millennium Auckland, 71 Mayoral Drive, Auckland, New
Zealand and virtually via the online platform provided by CDI’s share registrar, Computershare Investor Services Limited, at
https://meetnow.global/nz.


BUSINESS

Chairman’s Welcome and Introduction

Chief Executive’s Review

Resolutions

1 To re-elect director

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

(See Explanatory Notes for more information and profile)

2 To re-elect director

In accordance with the Company’s Constitution, Desleigh JAMESON, retires by rotation and, being eligible, offers herself for re-
election.

(See Explanatory Notes for more information and profile)

3 Directors remuneration – proposed increase

That the aggregate maximum annual remuneration for directors be increased from NZ$180,000 to NZ$300,000, to be paid and
allocated to the Directors as the Board considers appropriate.

(See Explanatory Notes for more information)

4 Auditor’s remuneration

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

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

(See Explanatory Notes for more information)


General Business

By Order of the Board



Takeshi Ito
Company Secretary
30 April 2024

PROCEDURAL NOTES

Entitlement to vote
You are entitled to vote at the Annual Meeting if you have a shareholding at 5.00pm on Friday 24 May 2024 (New Zealand
time).

In accordance with the NZX Listing Rules, CDI will disregard any votes cast in favour of Resolution 3 (Directors’
remuneration) by any director and their “associated persons” (as defined under the NZX Listing Rules). However, this
restriction does not apply where a director is casting votes in accordance with an express instruction to vote for or against
the resolution from a person who is not disqualified from voting. Directors holding a discretionary proxy may not exercise
any discretionary proxy votes on the resolution.
Because the Company’s majority shareholder, Millennium & Copthorne Hotels New Zealand Limited, is an “associated
person” of Messrs Kwek and Yeo, it will not vote on Resolution 3.

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

Proxies and Corporate Representatives

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

The Chair of the meeting, or any other director, is willing to act as proxy for any shareholder who wishes to appoint him or
her to vote on their behalf. If you appoint the Chair of the meeting, or any other director, as your proxy and do not direct
him or her how to vote in the proxy form, the Chair of the meeting, or that other director, will vote in favour of all of the
resolutions set out in this Notice. To appoint the Chair of the meeting or another director as your proxy, enter 'the Chair' or
the name of that other director you wish to appoint in the space allocated in 'Step 1' of the proxy form enclosed with this
Notice. Alternatively, to appoint a proxy online (or in the case of a corporate shareholder, a representative), the
shareholder must make that appointment online by visiting www.investorvote.co.nz. A shareholder will be taken to have
signed the proxy form by lodging it in accordance with the instructions on the website. Please note that because of the
voting restriction discussed above relating to Resolution 3 (Directors’ remuneration), any director appointed proxy
(including the Chair) will only be able to vote on that resolution with an express instruction to vote for or against the
resolution.

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

• vote in accordance with your express direction; and

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


Proxy forms must be received by the Company’s share registrar, Computershare Investor Services Limited (contact
details for which are set out on the proxy form), by 10.00am on Sunday 26 May 2024 (New Zealand time). A proxy form is
enclosed with this Notice.

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

How to attend the meeting online

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

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

You will need the latest version of Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.
If you have any questions, or need assistance with the online process, please contact Computershare Investor Services
Limited on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday (New Zealand time). Audio will stream through
the selected device, so shareholders will need to ensure that they have the volume control on their headphones or device
turned up. Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and ask
questions, by using their own computers or mobile devices. Shareholders will still be able to appoint a proxy to vote for

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them, as they otherwise would, by following the instructions on the proxy form and this Notice of Annual Meeting. Details of
how to participate ‘virtually’ are provided in the Virtual Meeting Guide, with instructions for accessing the virtual meeting.
Shareholders are encouraged to review this guide prior to the Annual Meeting. Shareholders will require their
CSN/Shareholder Number, which can be found on their proxy form, for verification purposes.

If you are attending the meeting in person

The Hotel has car parking space on site for a fee but spaces are limited. Alternatively, shareholders can use the Civic
Carpark building in Aotea Square. If you are taking public transport, Grand Millennium Auckland is close to stops 1078,
1084 (Mayoral Drive) and 1364 (Greys Avenue) and a short walk from stops 7059 and 7060 (Town Hall).

EXPLANATORY NOTES

Resolution 1 –Re-election of director:

Vincent YEO

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.

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

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

Resolution 2 –Election of director:

Desleigh JAMESON

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 and was appointed as Board Chair in
March 2024.

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

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

Resolution 3 –Directors Remuneration

This resolution seeks shareholder approval to increase the total annual remuneration available to all directors of CDI for
their services as directors (“fee pool”) by $120,000. The total fee pool is currently $180,000. The total fee pool was
approved by resolution in 1996. This current resolution proposes that the total fee pool increases to $300,000. This
change requires shareholder approval under NZX Listing Rule 2.11.1(a).
CDI’s current director remuneration, approved by the Board in 2019, is as follows:
Base Fee $30,000
Additional fee for the Chair $5,000
Additional fee for Chair of the Audit
Committee
$5,000
Accordingly, currently the total fees paid amount to $130,000 and are within the current shareholder-approved limit of
$180,000.

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Reasons for proposed increase
The total fee pool was last increased more than 25 years ago, in 1996. The Board considers that, after such a long period
and after taking into account inflation over the years, it is appropriate to now increase the total fee pool.
As part of considering whether to propose to shareholders an increase in the total fee pool and, if so the amount of the
increase, the CDI Board engaged the Institute of Directors (“IOD”) to conduct an independent review of CDI’s director
remuneration. The IOD’s report can be viewed on CDI’s website at https://cdlinvestments.co.nz/corporate_profile/
The IOD’s review took into account:
• the level of fees compared against the latest market data relevant to CDI’s organisation type (being the IOD’s latest
directors’ fees survey and, where available, research of fees in comparative organisations);
• the nature and complexity of CDI’s industry and operating environment; and
• the scope and time commitment required by directors.
Key conclusions from IOD’s report were that:
• the IOD recommended that director fees be increased slightly to align with the wider market increase since the
Company’s fees were last reviewed in 2018;
• the existing chair premium of 1.1x is low in comparison to the comparator survey data and therefore the IOD
recommended that this premium is increased to 1.4x to reflect added responsibilities of the role;
• the additional duties and time commitments of the Audit Committee Chair role are high in comparison to that of
committee members and therefore the IOD recommended that an increase of 1.2x over the director fee be applied
to reflect this; and
• the IOD’s fee range recommendations were:
Fee category
CDI’s current director
remuneration
IOD recommended fee range
Base directors’ fee $30,000 $33,500 - $35,000
Chair fee $35,000 $46,000 - $49,000
Committee chair fee $5,000
(Audit Committee Chair only)
$6,500 - $7,000

In accordance with the findings in the IOD report, the Board considers that the current fee pool limit does not provide
sufficient flexibility to appropriately remunerate the Directors.
As a result, the Board is seeking approval from shareholders to raise the total fee pool from $180,000 to $300,000. The
Board has determined that this increase of $120,000 is fair to shareholders given that there has not been any increase in
the fee pool for over twenty years and will help to attract and retain highly qualified and suitably experienced Directors to
the Board.
No increases to the remuneration levels detailed above are currently proposed as a result of the proposed increase in the
fee pool. However, the Board reserves the right to make changes at any time, if it considers appropriate.
Given that the Board is interested in this resolution, it is not providing a recommendation for this resolution.

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Resolution 4 –Auditor’s remuneration:

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

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

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the
name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box, your proxy may vote as they choose. If you mark
more than one box on an item, your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her to vote on their behalf. If you appoint
the Chair of the meeting, or any other director, as your proxy and do not direct him or
her how to vote in the proxy form, the Chair of the meeting, or that other director, will
vote in fa
vour of all of the resolutions set out in the Notice of Meeting. To appoint the
Chair of the meeting or another director as your proxy, enter ‘the Chair’ or the name of
that other director you wish to appoint in the space allocated in ‘Step 1’ of this form.
Under the NZX Listing Rules, the directors and their “associated persons” are
disqualified from voting on Resolution 3 (Directors remuneration). Please therefore
note that any director appointed proxy (including the Chair) requires an express
instruction in order to be able to vote for or against Resolution 3 (Directors
remuneration).
Direct the Chair, or other director, how to vote by marking one of the boxes opposite
each item of business. If you mark more than one box on an item, your vote will be
invalid on that item.
The Chair and the other directors are not prepared to speak at the Annual Meeting on
behalf of a shareholder who appoints them as that shareholder’s proxy. If you wish to
ask questions at the meeting, you should either attend the meeting or appoint a proxy
for that purpose, other than the Chair or other director.
If you do not name a person as your proxy but otherwise complete the proxy form in
full, or you appoint a proxy but your named proxy does not attend the meeting, the
Chair of the meeting will be appointed your proxy. When acting as proxy in these
circumstances, the Chair of the meeting will:
•
vote in accordance with your express direction; and
• for any resolutions where you have selected “proxy discretion”, vote in
accordance with his or her discretion (subject to any applicable voting
restrictions).
Attending the Meeting
If you are attending the meeting in person, bring this form to assist registration.
If a representative of a corporate shareholder or proxy is to attend the meeting
you will need to provide the appropriate “Certificate of Appointment of Corporate
Representative” prior to admission. If you are attending the meeting virtually,
the meeting will be accessible on both desktop and mobile devices. Please refer
to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz
for more information.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons who
sign on behalf of a company must be acting with the company’s express or implied
authority.
Comments & Questions
If you have any comments or questions for the Company, please write them on a
separate sheet of paper and return with this form.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00am on Sunday, 26 May 2024 (New Zealand time).
HYBRID MEETING
All shareholders will have the opportunity to attend and participate in the 2024 Annual Meeting either in person or
online via an internet connection (using a computer, laptop, tablet or smartphone). If you wish to attend the meeting virtually, the meeting
will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of CDL Investments
New Zealand Limited to be held at Grand Millennium Auckland, 71 Mayoral Drive, Auckland, and online at https://meetnow.global/nz on Tuesday, 28 May 2024,
commencing at 10.00am (New Zealand time) and at any adjournment of that meeting.
I/We being a shareholder/shareholders of
CDL Investments New Zealand Limited
Items of Business - Voting Instructions
STEP 2
Please note: Unless otherwise instructed, the proxy will vote or abstain from voting as he/she thinks fit. If the shares are held jointly, the voting
instructions given in this section are given on behalf of each joint holder.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Resolutions
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
Shareholders can still attend the meeting electronically, even
if they have appointed a proxy
1.To re-elect Vincent YEO as a director.
2.To re-elect Desleigh JAMESON as a director.
3.That the aggregate maximum annual remuneration for directors be increased from NZ$180,000
to NZ$300,000.
4.That the Board of Directors be authorised to fix the auditor’s fees and expenses.
ATTENDANCE SLIP
Annual Meeting of CDL Investments New Zealand Limited
to be held at Grand Millennium Auckland, 71 Mayoral Drive,
Auckland, and online at https://meetnow.global/nz on
Tuesday, 28 May 2024, commencing at 10.00am (New Zealand time)