MCK 2024 ASM Notice of Meeting & Proxy form

MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Annual Meeting of Millennium & Copthorne Hotels New Zealand Limited (“the Company” or “MCK”) will be held on Tuesday 28
May 2024 commencing at 1.00pm (New Zealand time) at Grand Millennium Auckland, 71 Mayoral Drive, Auckland, New Zealand and virtually via the
online platform provided by MCK’s share registrar, Computershare Investor Services Limited, at
https://meetnow.global/nz.


BUSINESS

Chairman’s Welcome and Introduction

Managing Director’s Review

Resolutions

1 To re-elect director

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


3 To re-elect director

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


4 To elect director

Steven ZINGEL, having been nominated by a shareholder and, being eligible, offers himself for election.
(See Explanatory Notes for more information and profile)


5 Directors’ remuneration – proposed increase
That the aggregate maximum annual remuneration for directors be increased from NZ$200,000 to NZ$400,000, to be paid and allocated to
the Directors as the Board considers appropriate.
(See Explanatory Notes for more information)


6 Auditor’s remuneration

To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That the Board of Directors be authorised to fix the auditor’s fees and expenses”.

(See Explanatory Notes for more information)


General Business



By Order of the Board




Takeshi Ito
Vice President Legal & Company Secretary
30 April 2024

2
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, MCK will disregard any votes cast in favour of Resolution 5 (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, CDL Hotels Holdings New Zealand Limited, is an “associated person” of Messrs Kwek and
Hangchi, it will not vote on Resolution 5.
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 5 (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 1.00pm 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 MCK meeting and then click ‘JOIN MEETING NOW’. By using the meeting
platform, you will be able to watch the meeting, vote and ask questions online using your smartphone, tablet or desktop device. Please refer to the
Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.

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


If you are attending the meeting in person

The Hotel has car parking space on site for a fee but spaces are limited. Alternatively, shareholders can use the 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).

3
EXPLANATORY NOTES

Resolution 1 - Re-election of director:

Kevin HANGCHI

Mr. Hangchi is currently Senior Vice President, Hong Leong Management Services Pte. Limited. He has global transactional experience across many
of the Hong Leong Group’s entities including listings and public offerings, mergers and acquisitions as well as capital markets issuances and banking
facilities. Mr. Hangchi has been called to the English and Singaporean bars and holds an honours degree in Accountancy and Law from the University
of Southampton.

Mr. Hangchi was appointed to the Board in 2016 and was last re-elected to the Board at the 2021 annual meeting of shareholders.

The Board has determined that Mr. Hangchi 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. Hangchi.


Resolution 2 - Re-election of director:

Colin SIM

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.

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

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


Resolution 3 - Re-election of director:

Leslie PRESTON

Ms. Preston founded Bachcare Holiday Homes (“Bachcare”) in 2003 and was CEO and a director until 2020. Under her leadership Bachcare grew to
become the leading full-service holiday home rental management company in New Zealand and was named one of The World’s Top 20 Vacation
Rental Companies in 2019.

Ms. Preston hails from New York and has worked for KPMG Peat Marwick and Bankers Trust in the United States and for Boston Consulting Group
and BellSouth / Vodafone in New Zealand. Her senior management experience has included roles in marketing, customer and corporate operations
as well as business strategy. She holds an MBA from Stanford University Graduate School of Business and a BA (Cum Laude) from Franklin and
Marshall College, Pennsylvania.

Ms. Preston was first appointed to the Board in February 2021 and was then elected to the Board at the 2021 annual meeting of shareholders, as required
under the Company’s Constitution.

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

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


Resolution 4 - Election of director:

Steven Howard ZINGEL
The Company has received a nomination for the Board from a shareholder of the Company, Ms. Philippa Lessel Pearless-Zingel, in respect of Mr. Zingel
in accordance with NZX Listing Rules 2.2.1(b) and 2.3 and clause 20.3(b) of the Company’s Constitution. The statement below was provided with his
nomination and has not been verified by the Company. Shareholders will have the opportunity to meet and ask questions of Mr. Zingel at the meeting.

He is currently Manager Project Management Services of a Crown agency in New Zealand. With an annual multimillion dollar budget, he manages the
delivery of technology, and organisational improvements projects and programmes. He is also a member of various internal project / portfolio governance
committee. His senior management experience includes, strategy, marketing, customer and corporate operations. He was involved as a Managing
Director of several retail tourism and information technology businesses based in Christchurch at the time of the earthquakes. This experience has
provided him with valuable insight to managing organisations through significant change. Mr. Zingel is currently a Director and Trustee of several private
New Zealand entities.

The Zingel family have been substantive investors in Millennium & Copthorne Hotels New Zealand Limited for over 20 years. Mr. Zingel if elected to the
board will ensure a spotlight on the operations of MCK from a New Zealand perspective. His aim is to focus the company for the benefit of all shareholders,
suppliers, employees and customers.

He holds an MBA with distinction from Canterbury University and BSc (Chemistry) with Hons from Otago University. Steven is a New Zealand citizen;
he is 54 years old and lives in Auckland. He is married to Claire and they have two sons aged 21 and 19.

The Board has determined that, if elected, Mr. Zingel would qualify as an Independent Director as defined under the NZX Listing Rules.

The Board has considered Mr. Zingel’s nomination and, after due consideration, has decided not to provide a recommendation to shareholders
on this resolution.

4
Resolution 5 – Directors’ remuneration:
This resolution seeks shareholder approval to increase the total annual remuneration available to all directors of MCK for their services as directors
(“fee pool”) by $200,000. The total fee pool is currently $200,000. The total fee pool was approved by resolution in 1996. This current resolution
proposes that the total fee pool increases to $400,000. This change requires shareholder approval under NZX Listing Rule 2.11.1(a).

MCK’s current director remuneration, approved by the Board in 2019, is as follows:
Base Fee* $38,000
Additional fee for the Chair $4,000
Additional fee for Chair of the Audit Committee $9,000
Additional fee for other members of the Audit
Committee
$7,000
Messrs. Harrison and Kwek do not currently receive any directors’ fees from MCK.
Accordingly, currently the total standard fees paid amount to $172,000 and are within the current shareholder-approved limit of $200,000. In 2023,
additional fees were paid to directors on the Due Diligence Committee (Leslie Preston & Graham McKenzie) with the total fees paid out being
$200,000.
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, 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 MCK Board
engaged remuneration consultants Strategic Pay to conduct an independent review of MCK’s director remuneration. Strategic Pay’s full report can be
viewed on MCK’s website at
https://mckhotels.co.nz/investors/mck-agm-presentations-2014-onwards/ .
Strategic Pay’s review took into account:
• the level of fees compared against relevant market data;
• the responsibilities of MCK’s directors, the Board composition and meeting schedule; and
• the size, ownership and industry of the MCK business.
Key conclusions from Strategic Pay’s review were that:
• as director fees have not been increased in 28 years, there is a significant difference between the current fees paid to directors and the private
sector market medians. Currently MCK directors receive a base fee of $38,000 annually, however Strategic Pay’s recommended that MCK
directors should be receiving a base fee of between $65,000-$70,000;
• MCK Chair fees are significantly lower compared to the private sector market medians. New Zealand’s current market practice pays base
annual Chair fees at about a two to one (2:1x) ratio to base annual Director fees. This “premium” reflects the additional responsibilities, scope
and risk borne by Chairs. Despite this, MCK is currently paying base annual Chair fees at just over a one to one (1.1:1) ratio to base annual
Director fees; and
• the aggregate remuneration fee pool should be increased from $200,000 to between $370,000-$405,000. Strategic Pay believes this
recommended range represents market levels appropriate for the MCK business.
In accordance with the findings in the Strategic Pay 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 $200,000 to $400,000. The Board has determined that this
increase of $200,000 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.

5



Resolution 6 –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.

---

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.
HYBRID MEETING
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the
name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box, your proxy may vote as they choose. If you mark
more than one box on an item, your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her to vote on their behalf. If you appoint
the Chair of the meeting, or any other director, as your proxy and do not direct him or
her how to vote in the proxy form, the Chair of the meeting, or that other director, will
vote in favour of all of the resolutions set out in the Notice of Meeting. To appoint the
Chair of the meeting or another director as your proxy, enter ‘the Chair’ or the name of
that other director you wish to appoint in the space allocated in ‘Step 1’ of this form.
Under the NZX Listing Rules, the directors and their “associated persons” are
disqualified from voting on Resolution 5 (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 5 (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
Millennium & Copthorne Hotels New Zealand Limited
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 1.00pm on Sunday, 26 May 2024 (New Zealand time).
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.

ATTENDANCE SLIP
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/her
of
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 Millennium & Copthorne
Hotels 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 1.00pm (New Zealand time) and at any adjournment of that meeting.
I/We being a shareholder/shareholders of
Millennium & Copthorne Hotels New Zealand Limited
Items of Business - Voting Instructions
STEP 2
Resolutions
For
Against
Abstain
Proxy
Discretion
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.
1.To re-elect Kevin HANGCHI as a director.
2.To re-elect Colin SIM as a director.
3.To re-elect Leslie PRESTON as a director.
4.To elect Steven ZINGEL as a director.
5.That the aggregate maximum annual remuneration for directors be increased from NZ$200,000
to NZ$400,000.
6.That the Board of Directors be authorised to fix the auditor’s fees and expenses.
Annual Meeting of Millennium & Copthorne Hotels 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 1.00pm (New Zealand time).
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
or Director (if more than one)
Shareholders can still attend the meeting electronically, even
if they have appointed a proxy
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):