Takeover Notice of Intention for MCK

[3 February] 2025

Dear MCK Shareholder,
We are pleased to confirm CDL Hotels Holdings New Zealand Limited ("CDLHH NZ"), a subsidiary of
Singapore Stock Exchange listed City Developments Limited ("CDL"), is making an offer to acquire all
the ordinary shares in Millennium & Copthorne Hotels New Zealand Limited (“MCK”) that it does not
already hold, being 24.14% of the ordinary shares, at an offer price of $2.25 per ordinary share (the
“Offer”).
On 29 October 2024, CDLHH NZ increased its shareholding in the ordinary shares of MCK to 75.86%
via the acquisition of a 5% stake from a nominee on behalf of abrdn plc (“abrdn”) at a price of $1.73
per ordinary share. The transaction resulted in CDLHH NZ increasing its shareholding of the ordinary
shares by the maximum permitted in a 12-month period under the Takeovers Code "Creep Provisions".
CDL believes that the Offer is fair and in the best interests of MCK shareholders to accept, noting the
Offer:
‒ represents a:
o 25.0% premium to the last close of $1.80 on 17 January 2025;
o 28.4% premium to the 1-month volume weighted average ordinary share price of
$1.75
1
;
o 29.7% premium to the 3-month volume weighted average ordinary share price of
$1.74
1
; and
o price in line with the two-year high price of $2.25 on 8 February 2023;
‒ delivers certainty of value to shareholders in an uncertain global operating and economic
environment;
‒ is unlikely to be matched by any competing bidders, in our view reflecting both CDLHH NZ’s
existing control of MCK and the premium price being offered; and
‒ provides liquidity for shareholders to realise their investment in ordinary shares at a premium
over the prevailing trading price without incurring brokerage, which may not otherwise be
possible given the low trading liquidity of the shares.
We have been a supportive shareholder of MCK for the duration of its period as a listed entity,
maintaining our majority shareholding since listing in 1999. We continue to be supportive of MCK’s
strategy and acknowledge that there is a hotel refurbishment programme ongoing, requiring a greater
level of investment in MCK’s assets which have aged.
We can confirm that there are no intended changes to MCK’s management team, and that MCK's
headquarters will remain based in Auckland, New Zealand. It is intended to maintain business as usual
for all staff, customers and suppliers.

1
Reference date of 17 January 2025

Certain shareholders also hold MCK’s redeemable preference shares, listed on the NZX Main Board
under the ticker 'MCKPA' (the “Preference Shares”). The Preference Shares are not covered under the
Takeovers Code and are accordingly not included in the Offer. To provide those investors with
Preference Shares the ability to sell, CDLHH NZ is willing to acquire the Preference Shares at $1.70
per share via its broker, Craigs Investment Partners, through buying on the NZX Main Board. CDLHH
NZ may also elect to seek to have the Preference Shares issued by MCK redeemed, if CDLHH NZ is
successful in acquiring all of the outstanding ordinary shares pursuant to the Offer.
MCK holds a controlling 65% interest in CDL Investments New Zealand Limited, which is listed on the
NZX Main Board under the ticker CDI (“CDI”). We confirm that CDI is not the subject of this offer. CDLHH
NZ's current intention is to maintain MCK’s shareholding in CDI and has no current intention to make
an offer for the shares of CDI.
The Offer is subject to a number of conditions, including that sufficient acceptances under the Offer are
obtained so that CDLHH NZ holds or controls 90% or more of the ordinary shares in MCK and that
Overseas Investment Office consent is obtained for CDLHH NZ to acquire 100% of the ordinary shares
of MCK. CDLHH NZ may waive any or all of those conditions, including but not limited to the 90%
minimum acceptance condition under the Offer, in whole or in part, and on any terms in its discretion.
We hope that you choose to accept the Offer and we encourage you to read the Offer documentation
carefully before you do so. Unless it is extended in accordance with the Takeovers Code, the Offer will
close at 5.00pm on [2 May] 2025. We encourage you to accept the Offer as soon as possible.

For and on behalf of
City Developments Limited


Sherman Kwek Eik Tse
Group Chief Executive Officer

---

C:\Users\farhan.nazmi\Downloads\Acceptance form.docx

0
CDL HOTELS HOLDINGS NEW ZEALAND LIMITED'S FULL TAKEOVER OFFER FOR ORDINARY SHARES IN MILLENNIUM
& COPTHORNE HOTELS NEW ZEALAND LIMITED (ACCEPTANCE)

PLEASE NOTE THAT YOU CAN COMPLETE YOUR ACCEPTANCE ONLINE AT https://mck.takeovers.co.nz

Shareholder/Seller (“you”)

Mailing house will personalise with name & address
and will ensure this fits the window of the envelope to act
as address carrier. They will print all details & details on the right + barcode




PLEASE REFER TO THE INSTRUCTIONS OVERLEAF FOR DIRECTIONS ON HOW TO COMPLETE THIS ACCEPTANCE FORM
Insert in the box below the number of fully paid ordinary shares (“Shares”) in Millennium & Copthorne Hotels New Zealand Limited (“MCK”) in respect of which you
accept the full takeover offer by CDL Hotels Holdings New Zealand Limited (“CDLHH NZ”) dated [3 February 2025] (“Offer”).
Number of Shares you wish to sell

NOTE
1 You may accept the Offer in respect of all or any Shares held by you.
2 If you do not state the number of Shares in respect of which you wish to accept the Offer, you will be deemed to have accepted the Offer in respect of all of the Shares held by you and to
have stated that number in the box above.

By signing this form you hereby:
(a) irrevocably:
(i) accept the Offer for the number of Shares set out in the box above (or if note 2 above applies, for all of the Shares held by you) on and subject to the
terms and conditions of the Offer;
(ii) agree to transfer all those Shares to CDLHH NZ, on and subject to the terms and conditions of the Offer;
(b) without limitation to any other term of the Offer, authorise, represent and warrant as set out in paragraphs 5.13 and 5.14 (both inclusive) (to the extent applicable)
of the Offer Document; and
(c) irrevocably appoint CDLHH NZ as your attorney and agent on the terms set out in the following paragraph.
POWER OF ATTORNEY
From the date of beneficial ownership to your Shares passing to CDLHH NZ in accordance with the terms of the Offer, you irrevocably authorise and appoint CDLHH NZ
(with power of substitution by CDLHH NZ in favour of such person(s) as CDLHH NZ may appoint to act on its behalf) as your attorney and agent to act for you and do all
matters of any kind or nature whatsoever in respect of or pertaining to your Shares and all rights and benefits attaching to them as CDLHH NZ may think proper and
expedient and which you could lawfully do or cause to be done if personally acting as a legal or beneficial owner of the applicable Shares. For the avoidance of doubt,
this power of attorney applies only to those Shares that are taken up from you under the Offer.
METHOD OF PAYMENT
Payment will be made by electronic transfer directly into your New Zealand account. All payments will be made in New Zealand dollars.
If you have previously provided bank account details to MCK's share registrar and you want your payment made to that account, please tick the box below. By ticking
the box below, you consent to MCK's share registrar providing such bank account details to MUFG Corporate Markets to facilitate payment.
 PLEASE USE MY EXISTING ACCOUNT DETAILS:
Otherwise, complete the details below.
Account Name: ___________________________________________ Bank & Branch: _________________________________________________
New Zealand Bank Account Number:
Bank Branch Account Number Suffix
- - -


Note: If your desired account is not a New Zealand dollar account with a New Zealand registered bank, or if the details that you provide are not sufficient to effect an electronic funds transfer to your
desired account, CDLHH NZ may choose to pay you by electronic funds transfer to any existing New Zealand dollar account that you have advised to MCK's share registrar (such as for dividend
payments) which is known by CDLHH NZ. Neither CDLHH NZ nor MUFG Corporate Markets has any responsibility to verify any such details. Your bank may charge you fees in relation to receipt of
an electronic transfer.
Dated and signed the _____________ day of ________________________ 2025 Contact Daytime phone number (_______) ___________________________

Email Address__________________________________________________________________________________________________________________________
By providing your email address you give MUFG Corporate Markets and CDLHH NZ permission to communicate to you by email where required.

SIGNATURE(S) FOR AN INDIVIDUAL/ATTORNEY/TRUSTEE/COMPANY


Individual / Attorney / Trustee / Director Individual / Trustee / Director / Authorised person Individual / Trustee / Director / Authorised person




Number of MCK Shares held as at [•]:
xxxxxxxxxxxxxxxxxxx
Consideration: $ xxxxxxxxxxxxxxxxxxxxxx
CSN / Holder number: XXXXXXXXXXXXXXXX
//BARCODE//

C:\Users\farhan.nazmi\Downloads\Acceptance form.docx

ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM IS SIGNED UNDER A POWER OF ATTORNEY
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I ___________________________________________________ of ____________________________________, _________________________________, certify:
full name of power of attorney place and country of residence occupation
1. That by deed dated_______________________, ________________________________________________, of ____________________________________,
1 date full name of donor (individual or corporate) place and country of residence / registered office
appointed me his / her / its attorney. If the donee of the power is a body corporate, I confirm that I am authorised to give this certificate on its behalf and the

capacity in which I give this certificate for the attorney is as _________________________________.
insert director / officer / other capacity
2. That I have not received notice of any event revoking the power of attorney.
SIGNED at __________________ this _____ day of ______________ __________________________________________________________________
Signature & Name of Attorney

NOTES AND INSTRUCTIONS FOR COMPLETION OF THIS ACCEPTANCE FORM
1. To accept the Offer:
(a) Insert the date of signing in the space provided. Please ensure that all details on this Acceptance Form are correct. Please alter this
Acceptance Form if required.
(b) Sign this Acceptance Form where marked “Signature(s)”. Companies must sign in accordance with the Companies Act 1993 or other
applicable law.
(c) If the Shares are registered in the names of joint holders, all holders must sign this Acceptance Form.
(d) Power of Attorney: If this Acceptance Form is signed under a power of attorney, the certificate of non-revocation printed on this Acceptance
Form must be completed by the party holding the Power of Attorney and signing this Acceptance Form, unless the attorney is a body
corporate, in which case the attorney must sign and attach a certificate of non-revocation of power of attorney in the form set out in the
Property Law Act 2007. In either case, the relevant instrument appointing the attorney must be submitted for noting and return unless it has
already been provided to MUFG Corporate Markets.
(e) On Completion: Either mail, deliver or email this Acceptance Form as provided for below so that it is received by CDLHH NZ on or before
5:00pm on the Closing Date, being [2 May 2025] or, if the Offer is extended to a later date, such other later date.
(i) EMAIL: Email the signed Acceptance Form to CDL Hotels Holdings New Zealand Limited at:
applications@linkmarketservices.co.nz
(Please type “Millennium & Copthorne Hotels New Zealand Limited Acceptance” in the email subject line for easy identification)


(ii) POST: Post to the following address:
CDL Hotels Holdings New Zealand Limited
C/o MUFG Corporate Markets
PO Box 91976, Auckland 1142
New Zealand


(iii) DELIVER: Deliver the signed Acceptance Form to CDLHH NZ, at the following address:

CDL Hotels Holdings New Zealand Limited
C/o MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland 1010

[Note: This office is only open on weekdays during normal business hours].

2. Interpretation: A reference to “you” is a reference to the registered shareholder(s) printed at the head of this form and, accordingly, references to you in
the singular shall include the plural. Capitalised terms used but not defined in this form have the meanings given to them in the Offer Document.
IF YOU ARE IN DOUBT ABOUT HOW TO COMPLETE THIS ACCEPTANCE FORM OR THE PROCEDURE FOR ACCEPTANCE, PLEASE CALL MUFG
CORPORATE MARKETS ON +64 9 375 5998