Despatch Notice Pursuant to Rule 45 of the Takeovers Code

CDL Hotels Holdings New Zealand Limited
Floor 7, 23 Customs Street East
Auckland Central
Auckland 1010
New Zealand
Millennium & Copthorne Hotels New Zealand Limited
Floor 7, 23 Customs Street East
Auckland Central
Auckland, 1010
New Zealand
DESPATCH NOTICE PURSUANT TO RULE 45 OF THE TAKEOVERS CODE
On 20 January 2025, CDL Hotels Holdings New Zealand Limited ("CDLHH NZ") gave Millennium &
Copthorne Hotels New Zealand Limited ("MCK") a notice pursuant to rule 41 of the Takeovers Code of
its intention to make a full offer under the Takeovers Code to purchase all of the fully paid ordinary
shares in MCK not already held by CDLHH NZ ("Offer").
CDLHH NZ hereby gives notice pursuant to rule 45(1)(a)(i) of the Takeovers Code that the offer
document ("Offer Document") in respect of the Offer has been sent in accordance with rule 43(1) of
the Takeovers Code.
Pursuant to rule 45(1)(a)(ii) of the Takeovers Code, a copy of the Offer Document is attached to this
notice.
This notice is dated this day of February 2025.
For and on behalf of CDL Hotels Holdings New Zealand Limited by:

Eik Sheng Kwek
Director
(ore: The Takeovers Panel
Level 3, Solnet House
70 The Terrace
PO Box 1171
Wellington 6011
By email: takeovers.panel@takeovers.govt.nz

cc Registrar of Companies
Private Bag 92061
Victoria Street West
Auckland 1142
By delivery
ec NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington
By email: announce@nzx.com

3447-2180-3572 v1 1
10th

CITY
DEVELOPMENTS
LIMITED
mbpe eR aAR A a
A MEMBER OF THE HONG LEONG GROUP
Conserving the Environment.
Caring for the Community.
10 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
$1.751;
o 29.7% premium to the 3-month volume weighted average ordinary share price of
$1.741; 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.
9 Raffles Place
#12-01 Republic Plaza
Singapore 048619
Tel: (65) 6877 8228
Fax: (65) 6223 2746

’ Reference date of 17 January 2025
www.cdl.com.sg
CO. REG. NO.: 196300316Z

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 Limited, 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 N2'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 80% 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 8 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

3474-6158-3669 v1






FULL TAKEOVER OFFER BY CDL
HOTELS HOLDINGS NEW ZEALAND
LIMITED FOR MILLENNIUM &
COPTHORNE HOTELS NEW ZEALAND
LIMITED

















IMPORTANT

If you are in doubt as to any aspect of this offer, you should consult your financial or legal adviser.

If you have sold all your shares in Millennium & Copthorne Hotels New Zealand Limited to which this
offer applies, you should immediately hand this offer document and the accompanying acceptance form
to the purchaser or the agent (eg the broker) through whom the sale was made, to be passed to the
purchaser.

Millennium & Copthorne Hotels New Zealand Limited's target company statement, together with an
independent adviser's report on the merits of this offer either accompanies this offer or will be sent to
you within 10 working days and should be read in conjunction with this offer.

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3474-6158-3669 v1

OVERVIEW OF THE OFFER
CDL Hotels Holdings New Zealand Limited ("CDLHH NZ") is offering to acquire all of the fully paid
ordinary shares ("Shares") in Millennium & Copthorne Hotels New Zealand Limited ("MCK") not
already held by CDLHH NZ ("Offer").
MCK also has on issue 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. Independently of the Offer, CDLHH
NZ is willing to acquire the Preference Shares at $1.70 per share via its broker, Craigs Investment
Partners Limited, 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 Shares.

The key terms of the Offer are:

OFFER PRICE $2.25 for each Share, payable in cash.
FULL OFFER The Offer is for 100% of the Shares not already held by CDLHH NZ.
HOW TO ACCEPT If you wish to ACCEPT the Offer in respect of your Shares, please
refer to the section "How to accept this Offer" on pages 6 and 7 of
this Offer Document.
CONDITIONS The Offer is conditional on:
• Minimum acceptance condition: CDLHH NZ receiving
acceptances by no later than 5:00pm on the Closing Date in
respect of Shares that would, when taken together with Shares
already held or controlled by CDLHH NZ, confer on CDLHH NZ
90% or more of the voting rights in MCK;
• OIO condition: CDLHH NZ obtaining consent under the
Overseas Investment Act 2005 and the Overseas Investment
Regulations 2005 for CDLHH NZ to own and control all of the
Shares; and
• Other conditions: none of the events set out in paragraph 6.2
of the Offer Terms and Conditions occurring in the period from
(and including) the 20
th
day of January 2025 until the Offer is
declared unconditional by CDLHH NZ.
1

OFFER PERIOD
The Offer is open for acceptance from 10 February 2025 and remains
open for acceptance until 5:00pm on 8 May 2025 (unless extended in
accordance with the Takeovers Code).

1
As detailed further in paragraph 6.6, CDLHH NZ intends to waive the conditions in paragraph 6.2 and declare the
Offer unconditional as soon as practicable following (and in any case within two working days of) satisfaction (or
waiver) of the last to be satisfied (or waived) of the minimum acceptance and OIO conditions, provided that no event
or circumstance has occurred which results in any of the conditions in paragraph 6.2 not being satisfied or fulfilled
(and which has not been waived by CDLHH NZ) and provided that CDLHH NZ is not investigating on reasonable
grounds whether any such event or circumstance has occurred.

2
3474-6158-3669 v1

PAYMENT DATE If you accept the Offer you will be paid for your Shares taken up under
the Offer no later than five working days after the latest of:
• the date on which the Offer becomes unconditional;
• the date on which CDLHH NZ receives your acceptance of the
Offer; or
• the date of the end of the Offer period (being the Initial Closing
Date specified at paragraph 1.4(a)).
BROKERAGE COSTS You will not pay any brokerage costs if you accept the Offer.
IMPORTANT
CONTACTS
If you have any questions about the Offer or you require further copies
of this Offer Document and its enclosures (including the Acceptance
Form), you should contact the share registrar for the Offer, MUFG
Corporate Markets:

Telephone: +64 9 375 5998
Email: applications.nz@cm.mpms.mufg.com

Alternatively, you should contact your financial or legal adviser.

THIS IS ONLY A SUMMARY OF THE OFFER. DETAILED TERMS AND CONDITIONS OF
THIS OFFER ARE SET OUT ON THE FOLLOWING PAGES. YOU SHOULD READ THOSE
TERMS AND CONDITIONS CAREFULLY AND IN FULL.

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3474-6158-3669 v1

HOW TO ACCEPT THIS OFFER

CLOSING DATE The Offer closes at 5:00pm on 8 May 2025 (unless extended in
accordance with the Takeovers Code) ("Closing Date").

If you wish to ACCEPT the Offer, you must ensure that you accept
the Offer online or complete the Acceptance Form and send it so that
it is received by CDLHH NZ before 5:00pm on the Closing Date.
HOW TO ACCEPT To ACCEPT the Offer, you should either:

• accept the Offer online at https://mck.takeovers.co.nz prior to
5:00pm on the Closing Date; or

• complete and sign the Acceptance Form enclosed with this
Offer Document in accordance with the instructions set out
on that form and return that form in one of the ways described
below prior to 5:00pm on the Closing Date.

ADDRESS FOR
ACCEPTANCE
If you choose to accept the Offer by completing the Acceptance
Form, you should email, post or hand deliver your completed and
signed Acceptance Form to CDLHH NZ at one of the following
addresses (if mailing from overseas please affix the required postage
stamp):

By email
applications.nz@cm.mpms.mufg.com
(Please type "Millennium & Copthorne Hotels New Zealand Limited
Acceptance" in the subject line for easy identification)

By post
CDL Hotels Holdings New Zealand Limited
C/o MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand

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

IF YOU HAVE SOLD ALL
YOUR SHARES
If you have sold all of your Shares, please send this document
immediately to the relevant purchaser or agent (eg broker) through
whom the sale was made, to be passed to the purchaser.

4
3474-6158-3669 v1

IF YOU HAVE SOLD
SOME OF YOUR
SHARES
If you have sold some of your Shares and wish to ACCEPT the Offer
in respect of all or some of the Shares you have retained, please:

• if you wish to accept online, alter the holding displayed on
the acceptance screen (if not updated) to the number of
Shares which you have retained and wish to accept the Offer
for; or

• if you wish to accept using the Acceptance Form, alter the
total holding printed on the Acceptance Form to the number
of Shares which you have retained and wish to accept the
Offer for, initial the change and return such amended
Acceptance Form in any way as instructed above.

Upon receipt of your amended online Acceptance or Acceptance
Form, CDLHH NZ will re-calculate the consideration to which you are
entitled to reflect the number of Shares for which you have accepted
the Offer.

Please also advise the purchaser(s) of your Shares, or request the
broker through whom you made the sale to advise the purchaser(s)
of your Shares, of the Offer and that information in respect of the
Offer is available from MUFG Corporate Markets.
IF YOU HAVE LOST
YOUR ONLINE OFFER
DETAILS OR
ACCEPTANCE FORM
If you have lost your online Offer details or the Acceptance Form,
please contact the share registrar for the Offer, MUFG Corporate
Markets, at +64 9 375 5998 or email
applications.nz@cm.mpms.mufg.com.

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3474-6158-3669 v1

TERMS AND CONDITIONS OF THE OFFER

FULL TAKEOVER OFFER BY CDL HOTELS HOLDINGS NEW ZEALAND LIMITED TO
PURCHASE ALL OF THE SHARES OF MILLENNIUM & COPTHORNE HOTELS NEW
ZEALAND LIMITED NOT ALREADY HELD

1. THIS OFFER
1.1 CDL Hotels Holdings New Zealand Limited ("CDLHH NZ") offers to purchase all of the
fully paid ordinary shares ("Shares") in Millennium & Copthorne Hotels New Zealand
Limited ("MCK") not already held by CDLHH NZ on the terms, and subject to the
conditions, set out in this Offer Document ("Offer").
1.2 The Offer to purchase your Shares includes the purchase of all rights, benefits and
entitlements (such as entitlements to dividends, bonus issues and other payments and
distributions of any nature) which attach to your Shares on, after, or by reference to the
20
th
day of January 2025 ("Entitlements"). 20 January 2025 is the "Notice Date" for the
purposes of the Offer.
1.3 The Offer is dated 10 February 2025 ("Offer Date").
1.4 The Offer will remain open for acceptance until 5:00pm on the "Closing Date", which is:
(a) 8 May 2025 ("Initial Closing Date"); or
(b) if the Offer is extended to a later date in accordance with the Takeovers Code,
that later date.
2. CONSIDERATION
2.1 The consideration offered by CDLHH NZ for each Share is $2.25 in cash.
2.2 The consideration paid for Shares may be adjusted by CDLHH NZ in accordance with
paragraphs 8.1, 8.4 and 8.6. If CDLHH NZ adjusts the consideration, references to the
consideration in paragraph 2.1 will be to the consideration as adjusted.
3. PAYMENT
3.1 CDLHH NZ will pay you the consideration for your Shares taken up under the Offer no
later than five working days after the latest of:
(a) the date on which CDLHH NZ receives your Acceptance of the Offer;
(b) the date on which the Offer becomes unconditional; or
(c) the date of the end of the Offer period (being the Initial Closing Date specified at
paragraph 1.4(a)).
3.2 If the Offer becomes unconditional prior to the end of the Offer period, CDLHH NZ intends
to make payment of the consideration in respect of Acceptances received prior to the Offer
becoming unconditional and will continue to make payment of the consideration in respect
of subsequent Acceptances received.

6
3474-6158-3669 v1

3.3 If CDLHH NZ does not send you payment for your Shares within the period specified in
paragraph 3.1 you may withdraw your acceptance of the Offer by notice in writing to
CDLHH NZ, but only:
(a) after the expiration of five working days written notice to CDLHH NZ of your
intention to do so; and
(b) if you do not receive the price for your Shares during the five working day period
referred to in paragraph 3.3(a).
3.4 Further information about how CDLHH NZ will pay you is set out in paragraph 7.
4. HOW TO ACCEPT THIS OFFER
4.1 This Offer Document is accompanied by an Acceptance Form for you to use to accept the
Offer for your Shares.
4.2 To accept the Offer, you only need to:
Online Acceptance
(a) accept the Offer in respect of your Shares online at https://mck.takeovers.co.nz;
or
Paper form Acceptance
(b) complete the enclosed Acceptance Form for the Offer in accordance with the
instructions on that Acceptance Form; and
(c) return that completed Acceptance Form to CDLHH NZ by email, post or hand
delivery so that it is received by CDLHH NZ by no later than 5:00pm on the
Closing Date, by:

Email
applications.nz@cm.mpms.mufg.com
(Please type "Millennium & Copthorne Hotels New Zealand Limited Acceptance"
in the subject line for easy identification)

Post
CDL Hotels Holdings New Zealand Limited
C/o MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand

Hand delivery
CDL Hotels Holdings New Zealand Limited
C/o MUFG Corporate Markets
Level 30, PWC Tower
15 Customs Street West
Auckland 1010
4.3 If you lose your online Offer details or lose or damage your Acceptance Form, please
request another one from the share registrar for the Offer, MUFG Corporate Markets, at
the contact details set out above, or by calling +64 9 375 5998.

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4.4 If CDLHH NZ receives an Acceptance after 5:00pm on the Closing Date which bears a
postmark or other evidence of postage or despatch on or prior to 5:00pm on the Closing
Date, that Acceptance will be deemed to have been received by CDLHH NZ prior to
5:00pm on the Closing Date (including for the purposes of the condition in paragraph
6.1(a)).
4.5 CDLHH NZ may, in its discretion:
(a) treat any Acceptance as valid even if that Acceptance does not comply with any
instructions on that Acceptance Form or provided online at
https://mck.takeovers.co.nz; and
(b) rectify any errors in, or omissions from, any Acceptance to enable that form to
constitute a valid acceptance of this Offer and to facilitate registration of the
transfer of the relevant Shares to CDLHH NZ.
4.6 CDLHH NZ will determine, in its discretion, all questions about Acceptances and related
documents, including the validity, eligibility, time of receipt, and effectiveness, of an
acceptance of the Offer. CDLHH NZ's determination will be final and will bind you and all
other persons.
4.7 CDLHH NZ may choose to engage the services of one or more Primary Market
Participants (in terms of the NZX Participant Rules) or other financial advisory firms
("Brokers") to contact holders of Shares and receive Acceptance Forms for the Shares.
If CDLHH NZ chooses to do this, the key terms of engagement will be as follows:
(a) for each completed and valid Acceptance Form procured by a Broker, CDLHH
NZ may pay to that Broker a handling or procurement fee in respect of the Shares
which are the subject of the Acceptance Form ("Procurement Fee"). The
amount of the Procurement Fee will be 0.75% of the consideration payable by
CDLHH NZ under this Offer in respect of the Acceptance Form received. The
Procurement Fee will be subject to a minimum amount of $50 and a maximum
amount of $750 for a single Acceptance Form inclusive of GST, if any;
(b) the Broker will be paid, and receive, the Procurement Fee solely in connection
with its services to CDLHH NZ and must not, directly or indirectly, pass any or
all of the Procurement Fee on to you, or share the Procurement Fee with you;
(c) the payment of a Procurement Fee to a Broker in respect of an Acceptance Form
procured by that Broker is in all respects conditional on the Shares, which are
the subject of that Acceptance Form, being validly transferred to CDLHH NZ. No
Procurement Fees will be payable if this Offer is not declared unconditional by
CDLHH NZ. In addition, the Acceptance Form must be delivered to CDLHH NZ
in accordance with paragraph 4.2 and, unless CDLHH NZ in its sole discretion
determines otherwise, must be stamped by the Broker (and only that Broker). A
Procurement Fee will not be paid in respect of Shares acquired by CDLHH NZ
through the compulsory acquisition provisions set out in Part 7 of the Takeovers
Code;
(d) Brokers are precluded from receiving any Procurement Fee in respect of Shares
in which they or their associates have a relevant interest (as defined in Part 5 of
the Financial Markets Conduct Act 2013);
(e) CDLHH NZ may, in determining the Procurement Fee payable to a Broker,
aggregate and/or disregard any acceptance of this Offer procured by that Broker
if CDLHH NZ believes that a party has structured holdings of Shares for the
purpose or with the effect of enabling parties to take advantage of the
arrangements summarised in this paragraph 4.7;

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(f) CDLHH NZ will determine, in its sole discretion, any disputes relating to the
payment of a Procurement Fee. The determination of CDLHH NZ will be final
and binding on all parties; and
(g) no Procurement Fees will be payable in respect of Shares for which an online
Acceptance is used.
5. KEY TERMS OF THIS OFFER
Acceptance of this Offer and your agreement to sell your Shares
5.1 This Offer is made to all holders of Shares in MCK and is open for acceptance in
accordance with its terms by each such person, whether or not you acquired Shares
before, on or after the date of the Offer.
5.2 You may accept the Offer for some or all of your Shares.
5.3 If you accept the Offer you create a binding contract with CDLHH NZ. You agree to sell,
and CDLHH NZ agrees to purchase, the Shares for which you accept the Offer and all
Entitlements attaching to those Shares on the terms, and subject to the conditions, of this
Offer and the provisions of the Takeovers Code.
5.4 Your acceptance of the Offer is irrevocable. You may not withdraw your acceptance,
whether or not CDLHH NZ has varied the Offer in accordance with the Takeovers Code,
except in accordance with paragraph 3.3 (which allows you to withdraw your acceptance
in the event that CDLHH NZ does not pay you within a specified period). You may,
however, be released from the obligations arising from acceptance of the Offer in the
limited circumstances set out in paragraph 5.15.
5.5 Your acceptance of the Offer must be free of any and all amendments, restrictions or
conditions of any nature whatsoever not permitted by this Offer ("Condition of
Acceptance"). If you attempt or purport to impose any Condition of Acceptance, it will be
void and of no effect and CDLHH NZ will be entitled to treat your acceptance as a valid
and binding acceptance of the Offer free and clear of any Condition of Acceptance.
Conditions of this Offer
5.6 The Offer is subject to the conditions set out in paragraphs 6.1 and 6.2.
5.7 The latest date on which CDLHH NZ can declare the Offer unconditional ("Condition
Date") is 6 June 2025, being 20 working days after the Initial Closing Date.
5.8 CDLHH NZ may, subject to paragraphs 6.4, 6.6, 6.7 and the Takeovers Code, invoke a
condition of the Offer at any time prior to 5:00pm on the Condition Date. If this Offer is
not declared unconditional, or the outstanding conditions to it are not waived, by CDLHH
NZ by 5:00pm on the Condition Date, then this Offer will lapse and CDLHH NZ and you
will be released from any and all obligations under this Offer (and any contract arising
from acceptance of it).
Your obligations on acceptance of this Offer
5.9 Legal and beneficial ownership of, and title to, the Shares (and all other securities referred
to in paragraphs 8.4 to 8.6) for which you accept the Offer and the Entitlements attaching
to those Shares will pass and transfer to CDLHH NZ free of any security interests,
mortgages, options, liens, charges, encumbrances or other adverse interests of any
nature ("Encumbrances") on payment of the price for your Shares in accordance with
paragraphs 3.1 and 7.

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5.10 You must, on request by CDLHH NZ, provide to CDLHH NZ or MCK's share registrar
satisfactory evidence of your entitlement to the Shares for which you have, or wish to,
accept the Offer and the full and immediately effective release and discharge of any and
all Encumbrances over those Shares. CDLHH NZ may treat your acceptance as invalid
if you do not comply with your obligations under this paragraph 5.10, and CDLHH NZ is
not obliged to notify you that CDLHH NZ has done so.
5.11 You will not, and will not attempt or agree to, sell, transfer, grant an Encumbrance over or
otherwise dispose of any interest in or control over any or all of the Shares for which you
accept the Offer, except for acceptance of the Offer.
5.12 You irrevocably authorise and instruct MCK and MCK's share registrar to refuse to register
any transfer of any or all of the Shares for which you accept the Offer, except for transfers
of Shares to CDLHH NZ in accordance with the terms of the Offer. You agree that MCK
and MCK's share registrar may rely on the authorisation set out in this paragraph 5.12,
even if you attempt to revoke your authorisation. This paragraph will cease to apply if you
are released from your obligations under paragraph 5.15.
Your warranties to CDLHH NZ
5.13 By accepting the Offer (either by using your online Offer details or by returning the
completed Acceptance Form) you will be deemed to represent and warrant to CDLHH NZ
that:
(a) you are:
(i) the sole legal and beneficial owner of the Shares (and all other
securities referred to in paragraphs 8.4 to 8.6) for which you accept the
Offer; or
(ii) the sole legal owner of the Shares (and all other securities referred to
in paragraphs 8.4 to 8.6) for which you accept the Offer and you are
entitled to deal with those Shares,
and, in either case, you have all necessary power, capacity and authority to sell
those Shares (and all other securities referred to in paragraphs 8.4 to 8.6) and
accept the Offer;
(b) your Acceptance has been duly completed and executed and is binding on you
in accordance with its terms and the terms of the Offer; and
(c) legal and beneficial title and ownership of the Shares (and all other securities
referred to in paragraphs 8.4 to 8.6) for which you accept the Offer will pass to
CDLHH NZ free from Encumbrances and in accordance with paragraph 5.9.
5.14 Despite anything to the contrary in your Acceptance, if you are a joint holder of Shares
(whether or not as a trustee of a trust) and the relevant Acceptance is signed or otherwise
completed by one or some, but not all, joint holders, then you represent and warrant to
CDLHH NZ, jointly and severally if signed by more than one person, that:
(a) the holder(s) who has/have signed or otherwise completed the Acceptance
do(es) so on behalf of and as duly authorised agent(s) for the joint holder(s) who
has/have not signed or otherwise completed the Acceptance, that such authority
has not been revoked and that the Acceptance is binding on the joint holder(s)
who has/have not signed or otherwise completed such Acceptance; and

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(b) if you hold the relevant Shares as a trustee of a trust, the instrument constituting
the trust permits the execution or completion of the Acceptance in the manner in
which it was executed or completed.
All obligations will be released in certain circumstances
5.15 You will be, and CDLHH NZ will be, released from any and all obligations arising from the
Offer and/or from your acceptance of the Offer if CDLHH NZ withdraws the Offer with the
consent of the Takeovers Panel or if the Offer lapses as a result of any condition in
paragraph 6.1 or 6.2 not being satisfied or waived by 5:00pm on the Condition Date. If
the Offer is withdrawn or lapses, CDLHH NZ may destroy all Acceptances.
6. CONDITIONS OF THIS OFFER
6.1 The Offer and any contract arising from acceptance of it are conditional on:
(a) CDLHH NZ receiving Acceptances by no later than 5:00pm on the Closing Date
in respect of Shares that would, when taken together with Shares already held
or controlled by CDLHH NZ, confer on CDLHH NZ 90% or more of the voting
rights in MCK; and
(b) CDLHH NZ obtaining consent under the Overseas Investment Act 2005 and the
Overseas Investment Regulations 2005 for CDLHH NZ to own and control all of
the Shares on terms and conditions which are of a kind commonly imposed in
respect of such consents, or on terms and conditions proposed by CDLHH NZ
in its application for consent, or are otherwise on terms and conditions which are
reasonable.
6.2 The Offer and any contract arising from acceptance of it are also subject to the conditions
that, except as otherwise agreed in writing by CDLHH NZ, during the period from (and
including) the Notice Date until the time the Offer is declared unconditional by CDLHH NZ:
(a) no dividends or other payments or distributions (within the meaning of the
Companies Act 1993) of any nature (including, without limitation, any share
buybacks, redemptions or other form of capital reduction) have been or will be
announced, authorised, declared, paid or made, on or in respect of, any of the
Shares or any other securities in any member of the MCK Group other than a
dividend or distribution from one wholly-owned member of the MCK Group to
MCK or to another wholly-owned member of the MCK Group;
(b) no shares, convertible securities, other securities or financial products of any
nature (including warrants, options, convertible notes, entitlements, rights or
interests in any ordinary shares) of any member of the MCK Group have been,
or will be, issued, agreed to be issued or made the subject of any option or right
to subscribe by any member of the MCK Group other than pursuant to an Intra-
Group Transaction;
(c) there has not been and there will not be any alteration of the rights, privileges,
benefits, entitlements or restrictions attaching to any of the Shares or other
securities or financial products (if any) of any member of the MCK Group;
(d) no action, claim, litigation, prosecution or other form of proceeding that, as at the
Notice Date was not publicly announced to NZX, is notified or commenced
against, or by, any member of the MCK Group that is material to the MCK Group,
taken as a whole;

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(e) the businesses of each member of the MCK Group are carried on in the normal
and ordinary course, consistent with past practices, including without limitation
that:
(i) no member of the MCK Group makes or agrees to make any unusual
or abnormal payment or enters into, or agrees to enter into, any new
contract, commitment, liability, arrangement or agreement, or alters, or
agrees to alter, the terms of any existing contract, commitment, liability,
arrangement or agreement providing for any payments by a member of
the MCK Group over its term, of more than $500,000, otherwise than
in the ordinary course of business or pursuant to any transaction which
has been publicly announced to NZX before the Notice Date or
pursuant to an Intra-Group Transaction;
(ii) no member of the MCK Group disposes of, purchases, offers,
announces a bid or tender for, transfers, leases, grants or permits any
Encumbrance over, grants an option or legal or equitable interest in
respect of, or otherwise deals with a legal or equitable interest in, an
asset, business, operation, property, share, interest in a joint venture,
entity, undertaking or subsidiary (or agrees, including agreeing to vary
any agreement, to do any of these things), in each case having a value
of an amount of more than $500,000, otherwise than in the ordinary
course of business or pursuant to any transaction which has been
publicly announced to NZX before the Notice Date or pursuant to an
Intra-Group Transaction;
(iii) no member of the MCK Group (separately or together), undertakes or
commits to any capital expenditure or divestment having a value of
more than $1,000,000 in aggregate (either by a single act or a series
of related acts), other than in the ordinary course of business or the
completion of transactions entered into prior to the Notice Date or
pursuant to any transaction which has been publicly announced to NZX
before the Notice Date;
(iv) no major transactions (as defined in section 129(2) of the Companies
Act 1993) are entered into, terminated or materially varied by any
member of the MCK Group other than pursuant to a solely Intra-Group
Transaction; and
(v) there is no announcement to do any of the actions set out in
subparagraphs (i) to (iv) above;
(f) there is no alteration to the constitutional documents of any member of the MCK
Group, or to any agreement under which any securities or financial products
have been issued by any member of the MCK Group, other than amendments
that are of a formal or technical (and not substantive) nature, or amendments
required to comply with the NZX Listing Rules;
(g) no member of the MCK Group changes, or agrees to change, the remuneration
or any other material terms of employment of any director, officer, employee or
consultant (except for ordinary wage or salary increases in accordance with any
established review policy), or commences the employment of any person
(except where such commencement is for the purposes of filling a vacant
position) at a rate of remuneration in excess of $250,000 per annum;
(h) no liquidator, receiver, receiver and manager, statutory manager, administrator
(voluntary or otherwise) or similar official is appointed in respect of any member

12
3474-6158-3669 v1

of the MCK Group or any of its assets, and no proceeding or other action to
appoint such a person is commenced or taken;
(i) no resolution is passed for any amalgamation of any member of the MCK Group,
and none of them is involved in any merger or scheme of arrangement, and no
agreement or proposal relating to any merger or scheme of arrangement is
announced in respect of any of them;
(j) no member of the MCK Group enters into or contracts to enter into or completes
any transaction or arrangement to which NZX Listing Rule 5.1 (Disposal or
Acquisition of Assets) and/or NZX Listing Rule 5.2 (Transactions with Related
Parties) applies (or would apply but for the granting of a waiver or exemption);
(k) there is no person exercising or stating an intention to exercise any rights or
refusing to give any required waiver or consent under any provision of any
agreement or other arrangement to which any member of the MCK Group is a
party, or by or to which any member of the MCK Group or any of its assets may
be bound or be subject, as a consequence of MCK or any of its subsidiaries
becoming wholly-owned by CDLHH NZ, which results, or could reasonably be
expected to result, to an extent which is materially adverse in the context of the
MCK Group taken as a whole, in:
(i) any moneys borrowed by any member of the MCK Group becoming
repayable or being capable of being declared repayable immediately or
earlier than the repayment date stated in such agreement or other
arrangement; or
(ii) any property leased or licensed by any member of the MCK Group, or
any agreement to lease or license, being terminated or modified or any
action being taken or arising thereunder (including any rental increase);
or
(iii) any agreement or arrangement for the supply by any member of the
MCK Group to a customer being terminated or modified or any action
being taken or arising thereunder; or
(iv) any agreement or arrangement for the supply to any member of the
MCK Group by a supplier being terminated or modified or any action
being taken or arising thereunder;
(l) there not having occurred:
(i) a natural disaster, accident, change of law or regulation, financial crisis
or act of terrorism the impact of which; or
(ii) any events, changes, circumstances or conditions of the nature
referred to in paragraphs 6.2(a) to 6.2(l)(i) (ignoring, for this purpose,
any dollar thresholds, materiality or similar qualifications therein), which
(whether or not causing a failure of any of the conditions set out in any
such paragraphs), when aggregated with all other events, changes,
circumstances or conditions of any of the nature referred to in such
paragraphs (ignoring, for this purpose, any dollar thresholds, materiality
or similar qualifications therein) that have occurred, mean that the
overall impact of all such aggregated events, changes, circumstances
or conditions taken as a whole,

has, or could reasonably be expected to have, a Material Adverse Effect;

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(m) no board resolution or shareholders' resolution of any member of the MCK Group
is passed (i) to do or authorise the doing of any act or matter referred to in any
of paragraphs 6.2(a) to 6.2(j), or (ii) which could be reasonably expected to give
rise to any act or matter referred to in any of paragraphs 6.2(a) to 6.2(j);
(n) the S&P/NZX 50 Index or The Straits Times Index STI does not fall to a level
that is 10% or more below the level of that index at the close of the relevant
market on the working day immediately prior to the Notice Date; and
(o) there is no temporary restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction in New Zealand or
elsewhere or other legal restraint or prohibition making implementation of the
Offer, or any aspect of it, void, unenforceable or illegal.
Nature of the conditions of this Offer
6.3 Each condition in paragraphs 6.1 and 6.2 is a separate and independent condition and is
solely for CDLHH NZ's benefit. CDLHH NZ may waive any or all of those conditions, in
whole or in part, and on any terms in its discretion. If CDLHH NZ waives a condition, in
whole or in part, the waiver will apply only in accordance with its terms and will not operate
as a waiver of or consent to any similar matter or thing. No other person has any right to
waive any condition.
6.4 Where any condition set out in paragraph 6.1 or 6.2 requires a determination as to whether
a matter is or could reasonably be expected to be material or not (including whether a
matter will have, or could reasonably be expected to have, a Material Adverse Effect or
not), is adverse or not, is reasonable or not, is onerous or not, is long term or not, is normal
or not, is abnormal or not, is usual or not, is unusual or not, is in the ordinary course of
business or not, is consistent or not, is of a formal or technical (and not substantive) nature
or not, or any similar determination required in relation to any such condition, before the
condition may be invoked, such determination must (unless the determination does not
depend on the judgement of CDLHH NZ or any associate of CDLHH NZ (excluding any
member of the MCK Group or the CDI Group)) be made by a suitably qualified expert
nominated by CDLHH NZ who is independent of, and not an associate of, CDLHH NZ.
This Offer will only proceed if it becomes unconditional in all respects
6.5 The Offer will only proceed, and you will only be paid for your Shares to be taken up under
this Offer, if each of the conditions set out in paragraphs 6.1 and 6.2 is satisfied or waived
by CDLHH NZ and CDLHH NZ declares the Offer unconditional. If this does not occur,
the Offer will lapse and paragraph 5.15 will apply.
6.6 CDLHH NZ agrees that it will as soon as practicable following (and in any case within two
working days of) satisfaction (or waiver) of the last to be satisfied (or waived) of the
conditions in paragraph 6.1, and provided that no event or circumstance has occurred
which results in any of the conditions in paragraph 6.2 not being satisfied or fulfilled (and
which has not been waived by CDLHH NZ) and provided that CDLHH NZ is not
investigating on reasonable grounds whether any such event or circumstance has
occurred, waive the conditions in paragraph 6.2 and declare the Offer unconditional and
provide written notice of that fact to MCK, the Takeovers Panel and NZX. If CDLHH NZ
is investigating whether any such event or circumstance has occurred then, if on
completion of that investigation no such event or circumstance has occurred, CDLHH NZ
will waive the conditions in paragraph 6.2 and declare the Offer unconditional and provide
written notice of that fact to MCK, the Takeovers Panel and NZX.

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When CDLHH NZ will not rely on a condition
6.7 CDLHH NZ will not allow the Offer to lapse:
(a) in unreasonable reliance on a condition of the Offer; or
(b) in reliance on a condition of the Offer that restricts MCK or the MCK Group's
activities in the ordinary course of MCK or the MCK Group's business during the
period commencing on the Notice Date and ending on the Condition Date.
7. HOW CDLHH NZ WILL SETTLE THIS OFFER AND PAY YOU
7.1 CDLHH NZ will pay you for your Shares taken up under this Offer in accordance with
paragraph 3 and this paragraph 7 if:
(a) the Offer becomes unconditional; and
(b) your Acceptance is in order (or CDLHH NZ rectifies any errors in or omissions
from your Acceptance or otherwise accepts your Acceptance as valid under
paragraph 4.5).
7.2 CDLHH NZ will pay you for your Shares by making an electronic funds transfer to a New
Zealand dollar account with a New Zealand registered bank specified by you in the
Acceptance.
7.3 However, if:
(a) your desired account is not a New Zealand dollar account with a New Zealand
registered bank; or
(b) the details that you provide to CDLHH NZ are not sufficient for CDLHH NZ to
make 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.
7.4 If CDLHH NZ chooses to make payment to you in accordance with paragraph 7.3:
(a) CDLHH NZ is not obliged to notify you that CDLHH NZ has done so; and
(b) CDLHH NZ will have no liability to you for its choice to do so.
7.5 In no circumstances will CDLHH NZ be liable to you for interest on any payment due to
you.
8. CHANGE IN CIRCUMSTANCES
Dividends and distributions
8.1 If, on or after the Notice Date, MCK authorises, declares, makes or pays any dividend or
other payment or distribution of any nature whatsoever on Shares and the condition in
paragraph 6.2(a) is waived by CDLHH NZ and the Offer otherwise becomes unconditional,
then, at the option of CDLHH NZ (and subject to the terms of any waiver), either:

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3474-6158-3669 v1

(a) you will be bound to pay to CDLHH NZ on demand an amount equivalent to the
dividend, other payment or the value of the distribution prior to the deduction of
any withholding taxes (in each case exclusive of any imputation credits attached
to the dividend, if applicable, and in relation to a non-resident shareholder,
ignoring any supplementary dividend paid to that non-resident shareholder) that
is received by, or is properly payable to, you and relates to the Shares for which
you accept or have accepted the Offer and which are transferred to CDLHH NZ;
or
(b) the consideration which would otherwise have been paid to you for the Shares
for which you accept or have accepted the Offer and which are transferred to
CDLHH NZ will be reduced by an amount equivalent to the dividend, other
payment or the value of the distribution prior to the deduction of any withholding
taxes (in each case exclusive of any imputation credits attached to the dividend,
if applicable, and in relation to a non-resident shareholder, ignoring any
supplementary dividend paid to that non-resident shareholder) that is received
by, or is properly payable to, you and relates to the Shares for which you accept
or have accepted the Offer and which are transferred to CDLHH NZ.
8.2 If you are required to make a payment to CDLHH NZ under paragraph 8.1(a) you must
make that payment:
(a) immediately on demand, to the bank account stated in CDLHH NZ's demand;
(b) in cleared and irreversible funds; and
(c) free of deduction, set off, withholding or condition.
8.3 If a dividend or distribution referred to in paragraph 8.1 is not in cash in New Zealand
dollars then CDLHH NZ may determine the New Zealand dollar value of that dividend or
distribution. CDLHH NZ's determination will be final and will bind you and all other
persons. You may not challenge or appeal that determination, absent any manifest error
or lack of good faith in making such determination.
Bonus issues of securities
8.4 If, on or after the Notice Date, MCK authorises or makes any issue of shares, convertible
securities or other securities or financial products of any nature (including warrants,
options, convertible notes, entitlements, rights or interests in its Shares) ("Additional
Securities"), by way of bonus issue and the condition in paragraph 6.2(b) is waived by
CDLHH NZ and the Offer otherwise becomes unconditional, then, at the option of CDLHH
NZ (and subject to the terms of any waiver), either:
(a) you must transfer to CDLHH NZ, in respect of the Shares for which you have
accepted the Offer and which are transferred to CDLHH NZ, any Additional
Securities, without any additional payment or consideration; or
(b) if the Additional Securities are Shares in MCK, the Offer will extend to those
Additional Securities and the consideration payable for each Share as set out in
paragraph 2.1 will be proportionately reduced to take account of the bonus issue,
such that the total aggregate consideration payable for all Shares in MCK under
the Offer (including the Additional Securities), if accepted in full, remains the
same as it would have been had no bonus issue taken place.
Other issues of Shares
8.5 If, on or after the Notice Date, MCK authorises or makes any issue of Shares to any person
other than by way of bonus issue and the condition in paragraph 6.2(b) is waived by

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CDLHH NZ and the Offer otherwise becomes unconditional, then the Offer will be deemed
to be extended to and include those Shares and the price payable for them will be the
price set out in paragraph 2.1.
Subdivisions and consolidations
8.6 If, on or after the Notice Date, all or any of the Shares are subdivided or consolidated by
MCK then:
(a) the Offer will be interpreted to take into account that subdivision or consolidation
and will be deemed to be for the Shares resulting from that subdivision or
consolidation;
(b) the consideration per Share offered under the Offer set out in paragraph 2.1 will
be increased or reduced, as the case may require, in proportion to that
subdivision or consolidation; and
(c) you must transfer those subdivided or consolidated Shares for which you have
accepted the Offer to CDLHH NZ on the basis of the price so increased or
reduced.
9. NOTICES
9.1 Notices that CDLHH NZ gives to MCK, the Takeovers Panel and NZX:
(a) declaring this Offer unconditional;
(b) advising that the Offer is withdrawn in accordance with the Takeovers Code; or
(c) advising that the Offer has lapsed in accordance with its terms or the Takeovers
Code,
will, in each case, be deemed to be notice to you and all other offerees when so given.
9.2 Notice of any variation of the Offer will be sent to MCK, the Takeovers Panel, NZX and,
except where not required in accordance with the Takeovers Code, to you and each other
offeree under the Offer.
10. FURTHER INFORMATION, INTERPRETATION AND GENERAL TERMS
Further information
10.1 Further information relating to the Offer, as required by Schedule 1 to the Takeovers
Code, is set out in Schedule 1 and forms part of this Offer Document.
Interpretation
10.2 In this Offer Document:
(a) any reference to the Takeovers Code means the takeovers code approved in
the Takeovers Regulations 2000 as amended including by any applicable
exemption granted by the Takeovers Panel under the Takeovers Act 1993;
(b) except if expressly defined in this Offer Document, or where the context requires
otherwise, terms defined in the Takeovers Code have the same meaning in this
Offer Document;

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(c) references to amounts of money are to New Zealand currency and to times are
to New Zealand time;
(d) headings are for convenience only and do not affect the interpretation of this
Offer Document or any Acceptance Form;
(e) the singular includes the plural and vice versa;
(f) if you hold your Shares jointly, unless otherwise expressly stated, a reference to
you is a reference to all joint holders together; and
(g) all percentages are rounded to two decimal places.
10.3 In this Offer Document, the following terms have the following meanings unless the
context otherwise requires:
(a) "Acceptance Form" means the acceptance form relating to Shares that is
enclosed with and forms part of this Offer Document which may be submitted via
email or in hard copy (and references to "Acceptance" are to such Acceptance
Forms and/or online acceptances via https://mck.takeovers.co.nz as relevant);
(b) "CDI Group" means CDL Investments New Zealand Limited, a New Zealand
incorporated company (NZCN 249046) and each of its subsidiaries;
(c) "Intra-Group Transaction" means a transaction between or among members
of the MCK Group;
(d) "Material Adverse Effect" means a material adverse effect on the business,
financial or trading position, assets (including contractual rights) or liabilities,
profitability or prospects of the MCK Group taken as a whole;
(e) "MCK Group" means MCK and each of its subsidiaries, but excluding members
of the CDI Group;
(f) "NZX" means NZX Limited; and
(g) "NZX Listing Rules" means the Main Board and Debt Market Listing Rules
made by NZX from time to time.
10.4 If there is an inconsistency between the terms and conditions of the Offer and the
provisions of the Takeovers Act 1993 or the Takeovers Code, the provisions of the
Takeovers Act 1993 or the Takeovers Code (as the case may be) will prevail to the extent
of that inconsistency.
Documents and transfers are at your risk
10.5 All electronic funds transfers, Acceptances and other documents to be delivered, sent or
transferred by or to you will be delivered, sent or transferred at your own risk.
Variation of this Offer
10.6 CDLHH NZ may vary the Offer in accordance with rule 27 of the Takeovers Code.
Acceptance is part of this Offer
10.7 The provisions set out in the Acceptance are part of the terms of the Offer.

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Governing law and jurisdiction
10.8 The Offer and any contract arising from acceptance of it are governed by, and must be
construed in accordance with, the laws of New Zealand.
10.9 You submit to the non-exclusive jurisdiction of the Courts of New Zealand.

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SCHEDULE 1

TAKEOVERS CODE INFORMATION
The information required by Schedule 1 to the Takeovers Code, and not stated elsewhere in this
Offer Document, is set out below. Where any information required by Schedule 1 is not applicable,
no statement is made regarding that information. The following matters are stated as at 10
February 2025 ("Offer Date").
1. DATE
1.1 The Offer is dated 10 February 2025.
2. OFFEROR AND ITS DIRECTORS
2.1 The name, postal address and electronic address of CDLHH NZ (ie, the offeror) is:

CDL Hotels Holdings New Zealand Limited
Floor 7, 23 Customs Street East,
Auckland Central,
Auckland, 1010,
New Zealand
Email: applications.nz@cm.mpms.mufg.com
2.2 The directors of CDLHH NZ are:
Leng Beng Kwek
Eik Sheng Kwek
Kevin Hangchi
Yoon Sin Chong

2.3 CDLHH NZ will become the holder of an increased percentage of voting securities in MCK
as a result of the acquisition of Shares under the Offer. CDLHH NZ is an indirect wholly-
owned subsidiary of City Developments Limited (incorporated in Singapore and listed on
the Singapore Exchange). Accordingly, City Developments Limited and each of its
subsidiaries named below which are holding companies of CDLHH NZ may be considered
to become a controller of an increased percentage of voting securities in MCK as a result
of the acquisition of Shares under the Offer.
(a) Singapura Developments (Private) Limited;
(b) Agapier Investments Limited;
(c) Reach Across International Limited;
(d) Millennium & Copthorne Hotels Limited;
(e) M&C Asia Holdings (UK) Limited;
(f) M&C Hospitality Holdings (Asia) Limited;
(g) M&C Hotel Enterprises (Asia) Limited;
(h) Hong Leong Hotels Pte. Ltd.; and
(i) First 2000 Limited.

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3. TARGET COMPANY
3.1 The name of the target company is Millennium & Copthorne Hotels New Zealand Limited
("MCK").
4. OWNERSHIP OF EQUITY SECURITIES OF MCK
4.1 The table below sets out the number, designation and percentage of equity securities of
any class of MCK held or controlled by:
(a) CDLHH NZ (as offeror);
(b) any related company of CDLHH NZ;
(c) any person acting jointly or in concert with CDLHH NZ;
(d) any director of any of the persons described in paragraphs (a) to (c) above; and
(e) any other person holding or controlling 5% or more of the class, to the knowledge
of CDLHH NZ.
Name Description Number of Equity
Securities Held
or Controlled
Type of Equity
Security
Percentage
of Class
CDL Hotels
Holdings New
Zealand Limited
The offeror 80,017,014 Ordinary shares
75.86%
(excluding
treasury
stock)
City
Developments
Limited
3
Ultimate parent of the
offeror
80,017,014 Ordinary shares
75.86%
(excluding
treasury
stock)
Leng Beng Kwek Director of the offeror 906,000 Ordinary shares
0.86%
(excluding
treasury
stock)
Millennium &
Copthorne Hotels
New Zealand
Limited
4
Subsidiary of the
offeror
99,547 Ordinary shares
0.09%
(of all equity
securities)

Notes:
1. The percentage numbers are rounded to two decimal places.
2. The information in the table above is information known at 6:00pm on 7 February 2025 (being close of
business on the last business day before the Offer Date).
3. City Developments Limited is the ultimate holding company of CDLHH NZ. It ultimately controls the
Shares held by CDLHH NZ, through wholly-owned subsidiaries, listed in paragraph 2.3 of this Schedule.
4. MCK holds the 99,547 ordinary shares as treasury stock.

4.2 Except for those persons who are specified in paragraph 4.1 as holding or controlling
equity securities of MCK, no person referred to in paragraphs 4.1(a) to (d) of this Schedule
holds or controls equity securities of MCK.

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5. TRADING IN MCK EQUITY SECURITIES
5.1 The table below details acquisitions of equity securities of MCK, by the persons referred
to in paragraphs 4.1(a) to (d) of this Schedule, during the 6-month period before the Offer
Date.
Name of acquirer Number and class of
equity security
Consideration per
security
Date of transaction
CDL Hotels Holdings
New Zealand Limited
5,273,937 ordinary
shares
$1.73 29 October 2024

5.2 Except as set out in the table above, no person referred to in paragraphs 4.1(a) to (d) of
this Schedule has, during the 6-month period before the Offer Date, acquired or disposed
of any equity securities of MCK.
6. AGREEMENTS TO ACCEPT OFFER
6.1 No person has agreed conditionally or unconditionally to accept the Offer.
7. ARRANGEMENTS TO PAY CONSIDERATION
7.1 CDLHH NZ confirms that resources will be available to it sufficient to meet the
consideration to be provided on full acceptance of the Offer and to pay any debts incurred
in connection with the Offer (including the debts arising under sections 47 to 53 of the
Takeovers Act 1993).
7.2 A statement setting out the rights of each holder of Shares under rule 34 of the Takeovers
Code is set out in paragraph 3.3 of the Offer Terms and Conditions.
8. ARRANGEMENTS BETWEEN CDLHH NZ AND MCK
8.1 Except as noted in paragraph 10.1 below, no agreement or arrangement (whether legally
enforceable or not) has been made, or is proposed to be made, between CDLHH NZ or
any of its associates, and MCK or any related company of MCK, in connection with, in
anticipation of, or in response to, this Offer.
9. ARRANGEMENTS BETWEEN CDLHH NZ, AND DIRECTORS AND OFFICERS OF
MCK
9.1 The independent directors of MCK (being Leslie Preston, Colin Sim and Graham
McKenzie) have arrangements with MCK (a related company of CDLHH NZ and,
therefore, an associate of CDLHH NZ) whereby they will each be paid an initial fee of
$30,000 for the work they carry out in connection with the takeover notice or Offer. If the
circumstances justify the fee being increased, MCK may review the fee.

9.2 Except as set out in paragraph 9.1 above, no agreement or arrangement (whether legally
enforceable or not) has been made, or is proposed to be made, between CDLHH NZ or
any associates of CDLHH NZ, and any of the directors or senior managers of MCK or of
any related company of MCK (including any payment or other benefit proposed to be
made or given by way of compensation for loss of office, or as to their remaining in or
retiring from office) in connection with, in anticipation of, or in response to, this Offer.

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10. FINANCIAL ASSISTANCE
10.1 No agreement or arrangement has been made, or is proposed to be made, under which
MCK or any related company of MCK will give (directly or indirectly) financial assistance
for the purpose of, or in connection with, the Offer, save that it should be noted that MCK
is a subsidiary of CDLHH NZ, with CDLHH NZ provided funding for the acquisition by way
of intercompany loan from its sole shareholder (First 2000 Limited) and/or its upstream
parent company (Millennium & Copthorne Hotels Limited), which are also holding
companies of MCK. The amount of the loan is yet to be determined as the lender will lend
such amount as may be required to undertake the Offer. There are no formal loan terms
because the loan is from a holding company to its (direct or indirect) subsidiary.
11. INTENTIONS ABOUT MATERIAL CHANGES IN MCK
11.1 CDLHH NZ's intentions in respect of the particulars listed below are set out in paragraph
11.2:
(a) material changes to the business activities of MCK or its subsidiaries;
(b) material changes to the material assets of MCK or its subsidiaries;
(c) material changes to the capital structure of MCK (including MCK’s dividend policy,
raising capital and taking on debt); and
(d) any other information about the likelihood of changes to MCK or its subsidiaries that
could reasonably be expected to be material to the making of a decision by an
offeree to accept or reject the Offer.
11.2 CDLHH NZ's intentions in respect of the particulars listed in paragraph 11.1 are:
(a) While the Preference Shares are not included in the Offer, CDLHH NZ is willing to
acquire the Preference Shares at $1.70 per share via its broker, Craigs Investment
Partners Limited, through buying on the NZX Main Board.
(b) If CDLHH NZ becomes entitled to invoke the compulsory acquisition provisions of
the Takeovers Code, it intends to compulsorily acquire all of the outstanding Shares
and CDLHH NZ may also elect to seek to have the Preference Shares redeemed.
If as a result MCK is delisted from NZX, MCK will be able to save on listing fees and
other associated costs relating to the maintenance of a listed status on the NZX.
These savings can be reinvested into MCK’s portfolio of assets and operational
needs.
(c) CDLHH NZ already holds over 75% of the Shares and has representatives on the
Board of MCK. It is making the Offer to give a liquidity event for shareholders.
(d) If the Offer becomes unconditional but CDLHH NZ does not receive sufficient
acceptances under the Offer to enable the compulsory acquisition provisions of the
Takeovers Code to be invoked, CDLHH NZ does not intend to change the matters
set out in paragraphs 11.1(a) to (d).
(e) CDLHH NZ views the investment in MCK as a long-term, strategically important
business to the CDLHH NZ group with no short to medium term intention to exit. As
such, CDLHH NZ may evaluate business decisions using criteria that are oriented
towards long-term business sustainability.
(f) The foregoing statements of intention represent CDLHH NZ's current intentions.
CDLHH NZ reserves the right to take any other action or pursue any other strategy

23
3474-6158-3669 v1

in relation to the MCK Group's business depending on the business and economic
environment and any other relevant circumstances applicable post-Offer.
(g) CDLHH NZ has not conducted due diligence in relation to the MCK Group for the
purposes of this Offer and does not, at this time, have access to the detailed
information concerning the MCK Group that would be required to make a final
determination regarding its intentions for the MCK Group. Only upon completion of
the Offer and a detailed review of the MCK Group, and in light of all material facts
and circumstances, will CDLHH NZ finally determine its intentions for the MCK
Group and will take the action it considers desirable to achieve appropriate
integration and synergies.
11.3 The statements made under paragraph 11.2 are consistent with information that has been
given by CDLHH NZ to any regulatory body (in New Zealand or in an overseas jurisdiction)
in relation to the Offer.
12. PRE-EMPTION CLAUSES IN MCK'S CONSTITUTION
12.1 There are no restrictions contained in the constitution of MCK on the right to transfer equity
securities to which the Offer relates that have the effect of requiring the holders of such
equity securities to offer such equity securities for purchase to members of MCK or to any
other person before transferring such equity securities.
13. ESCALATION CLAUSES
13.1 There is no agreement or arrangement (whether legally enforceable or not) to which
CDLHH NZ or any of its holding companies is a party, under which any existing holder of
equity securities in MCK will or may receive in relation to, or as a consequence of, the
Offer, any additional consideration or other benefit over and above the consideration set
out in the Offer, or under which any prior holder of equity securities in MCK will or may
receive any consideration or other benefit as a consequence of the Offer.
14. CLASSES OF FINANCIAL PRODUCTS
14.1 No report is required under rule 22 of the Takeovers Code (which, if the offer is for more
than one class of financial products, requires a report by an independent adviser on the
fairness and reasonableness of the consideration and terms of the offer as between
different classes of financial products).
15. CERTIFICATE
15.1 To the best of our knowledge and belief, after making proper enquiry, the information
contained in or accompanying the Offer Document is, in all material respects, true and
correct and not misleading, whether by omission of any information or otherwise, and
includes all the information required to be disclosed by the offeror under the Takeovers
Code.

Eik Sheng Kwek
being the person fulfilling the role of Chief
Executive Officer of CDL Hotels Holdings
New Zealand Limited
Ch
Eik Sheng Kwek
being the person fulfilling the role of Chief
Financial Officer of CDL Hotels Holdings
New Zealand Limited

Kevin Hangchi
being a director of CDL Hotels Holdings
New Zealand Limited
Yoon Sin Chong
being a director of CDL Hotels Holdings
New Zealand Limited
24

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 10 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 28 January 2025:
xxxxxxxxxxxxxxxxxxx
Consideration: $ xxxxxxxxxxxxxxxxxxxxxx
CSN / Holder Number: XXXXXXXXXXXXXXXX
//BARCODE//

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 8 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.nz@cm.mpms.mufg.com
(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 AT +64 9 375 5998