MCK Target Company Statement

24 February 2025
in response to a full takeover offer by
CDL Hotels Holdings New Zealand Limited
You should read this Target Company Statement in its entirety, including the Independent Adviser’s
Report from Northington Partners Limited, carefully and in full when considering whether to accept
the Offer. This is an important document and requires your urgent attention. If you have any questions
in respect of this document or the Offer, you should seek advice from your financial or legal adviser.
TARGET COMPANY
STATEMENT

2MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025

3
CONTENTS
Letter from the Chair of
the Independent Directors 5
Section 1: Independent Directors’ Recommendation 11
Section 2: Takeovers Code Disclosures 19
Schedules 1–5 33
Appendix: Independent Adviser’s Report 41
Cover Image: M Social Auckland 196/200 Quay Street, Auckland CBD.
Left: Beast & Butterflies Restaurant inside M Social Auckland.
CONTENTS

4MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025

55
LETTER FROM
THE CHAIR OF
THE INDEPENDENT
DIRECTORS
LETTER FROM THE CHAIR OF THE INDEPENDENT DIRECTORS
Left: The bar at Beast & Butterflies Restaurant, M Social Auckland.

6MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
24 February 2025
Dear Shareholder,
The Independent Directors of MCK
strongly recommend shareholders
DO NOT ACCEPT the Offer. You should
ignore the Offer documents sent to you
by CDLHH NZ and TAKE NO ACTION.
You will have recently received a Takeover Offer
from CDL Hotels Holdings New Zealand Limited
(CDLHH NZ) to acquire all of your ordinary shares
(Ordinary Shares) in Millennium & Copthorne
Hotels New Zealand Limited (MCK) for $2.25 per
Ordinary Share (the Offer). CDLHH NZ is an indirect
wholly owned subsidiary of Singapore Exchange-
listed City Developments Limited (CDL Group).
CDLHH NZ currently owns 75.86% of the Ordinary
Shares and 91.34% of the redeemable non-voting
preference shares (Preference Shares) in MCK. The
Offer is for CDLHH NZ to acquire all the remaining
Ordinary Shares that it does not currently own.
MCK’s response to the Offer has been managed
by the committee of Independent Directors of the
MCK Board (the Independent Committee),
comprising Leslie Preston (Independent Committee
Chair), Colin Sim and Graham McKenzie. The
Independent Directors do not own any Ordinary
Shares or Preference Shares in MCK.
The two MCK directors who are associated with
CDLHH NZ, Kevin Hangchi and Eik Sheng Kwek, do not
sit on the Independent Committee because they have
a conflict of interest. In addition, MCK’s Managing
Director (Stuart Harrison) also does not sit on the
Independent Committee because he has a potential
conflict of interest due to his executive role with MCK.
The Independent Committee has sought advice
from Cameron Partners Limited (Cameron
Partners) as financial adviser and Bell Gully as legal
adviser, and carefully considered the report from
the Independent Adviser, Northington Partners
Limited (Northington or the Independent Adviser),
in assessing the merits of the Offer and making its
recommendation to shareholders.
Reasons NOT TO ACCEPT the Offer
The Offer of $2.25 per Ordinary Share is significantly
below the Independent Adviser’s valuation range of
$4.40 to $5.00 per Ordinary Share (with the midpoint
of the Independent Adviser’s valuation range
being $4.70 per Ordinary Share). The Independent
Adviser concludes that “the mid-point value of our
assessed value range ($4.70 per share) is more
than double the Offer Price of $2.25. Even allowing
for a reasonable margin of error in relation to our
valuation, we conclude that the Offer significantly
undervalues the Company.”
The Independent Adviser’s Report is set out in the
Appendix to this Target Company Statement. The
Independent Committee strongly encourages all
holders of Ordinary Shares to read the full Target
Company Statement (including the Independent
Adviser’s Report).
The primary reasons why the Independent Directors
believe you should NOT ACCEPT the Offer are:
1. The Offer price of $2.25 per Ordinary Share
is significantly below the Independent
Adviser’s assessment of value for the
Ordinary Shares. The Independent Adviser
has assessed a value range of $4.40 to
$5.00 per Ordinary Share, with a midpoint
of $4.70 per Ordinary Share.
2. The timing of the Offer significantly
discounts the benefits to the Company that
shareholders can expect as the hotel and
property markets recover. MCK remains
confident in its outlook and its ability to
continue to make progress under its Revive
and Thrive Strategy. The Independent
Directors believe that MCK is well positioned
to benefit from a recovery in the tourism and
property markets.
LETTER FROM THE CHAIR OF
THE INDEPENDENT DIRECTORS

7
3. The Offer undervalues recent capital
expenditure on key hotels. Over the last
three financial years, MCK has invested
approximately $59.0 million of capital
expenditure on a number of hotels, the
majority of which was spent on major
refurbishments to the Millennium Hotel
Queenstown, the Millennium Hotel Rotorua,
the Copthorne Hotel & Resort Bay of Islands
and the Copthorne Hotel Palmerston North.
The Independent Directors believe that
the expected benefits from this capital
expenditure are yet to be fully reflected in
MCK’s operating results.
4. The Offer is at a material discount to the
market value of MCK’s net assets and
significantly undervalues the $129.5
million of recent acquisitions made by
MCK. These assets were acquired at market
values, with the acquisitions supported
at the MCK Board by the two CDLHH NZ
representative directors. MCK has recently
acquired 50% of Sofitel Brisbane Central
for $95.4 million (December 2023), hotel
development land in Whangarei for $2.2
million (August 2024), and The Mayfair Hotel
Christchurch for $31.9 million (January
2025). Despite CDLHH NZ’s support for MCK
to acquire these assets at market values,
the Offer is at a material discount to MCK’s
internally assessed market value of its net
assets of $5.39 per Ordinary Share.
1
5. The Offer does not value the benefits that
could be captured by CDLHH NZ. There are
benefits available to CDLHH NZ from acquiring
all of the Ordinary Shares. These strategic
benefits include the potential redemption of
the Preference Shares at a price below the
Offer price for the Ordinary Shares, complete
control of MCK’s business if MCK ceases to be
listed on NZX, and potential cost synergies.
Further details are set out in Section 1 of this Target
Company Statement.
Offer conditions
The Offer is conditional on (among other matters)
CDLHH NZ receiving acceptances in relation to the
Ordinary Shares, which when taken together with
the Ordinary Shares that it already holds or controls,
confer on CDLHH NZ 90% or more of the voting rights
in MCK. Should CDLHH NZ reach this threshold, it may
compulsorily acquire all of the remaining Ordinary
Shares in MCK. CDLHH NZ is entitled to waive this
condition, in which case (if all other conditions have
been satisfied or, if capable of waiver, waived) it could
take up all acceptances of the Offer received.
The Offer is also conditional on (among other
matters) CDLHH NZ receiving approval under the
Overseas Investment Act. This may take some time.
Furthermore, CDLHH NZ has included as a condition
of its Offer, that MCK may not pay or declare any
dividend during the period from (and including)
20 January 2025 (being the date on which CDLHH
NZ gave its Takeover Notice) until the date on
which the Offer is declared unconditional or
lapses. This means that shareholders will not
receive a final dividend for FY24 (unless the Offer
lapses and the Board subsequently decides to
pay a dividend in respect of FY24). In the last two
financial years, MCK paid a final dividend of 3.0
cents per Ordinary Share in May 2023 and in May
2024. If the Offer is successful, shareholders will
not receive any final dividend in respect of FY24.
Timing
The Offer must remain open until at least 5.00pm
NZT on 8 May 2025. CDLHH NZ may elect to
extend the Offer beyond this date to 7 July 2025
(in the latest permitted circumstances).
If you accept the Offer, your decision is irrevocable
and cannot be withdrawn. There is no benefit
to accepting the Offer early and prior to the
satisfaction of all of the conditions. If you accept
the Offer early, you will not be paid until all
conditions have been met, satisfied or waived.
LETTER FROM THE CHAIR OF THE INDEPENDENT DIRECTORS
LETTER FROM THE CHAIR OF THE INDEPENDENT DIRECTORS
1. Per Investor Presentation for FY24 results.

8MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
MCK has more than 1,300 holders of Ordinary
Shares
2
and as at 20 February 2025 (being the
latest practicable date before the date of this
Target Company Statement), CDLHH NZ had not
announced that it had received acceptances of
the Offer in respect of an additional 1% or more
of the Ordinary Shares.
Preference Shares
MCK also has redeemable non-voting preference
shares listed on the NZX Main Board under the ticker
‘MCKPA’ (Preference Shares). CDLHH NZ owns 91.34%
of the Preference Shares. Although the Preference
Shares rank equally with the Ordinary Shares with
respect to all distributions made by MCK (subject to
a liquidation preference) they do not (and are not
required under the Takeovers Code to) form part of
the Offer. However, independently of the Offer, CDLHH
NZ has indicated that it 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 (the RPS Offer).
CDLHH NZ has stated that it 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. Preference Shares can
be redeemed by MCK at any time if the redemption is
approved by holders of Preference Shares by way of
special resolution. CDLHH NZ has sufficient votes to
pass such a special resolution. The redemption price
for each Preference Share would be the higher of their
20-day volume weighted average price or their issue
price of $0.64.
Historically, the Preference Shares have traded broadly
in line with the Ordinary Shares (reflecting essentially
the same economic rights). However, the Ordinary
Shares traded at $2.40 and the Preference Shares
traded at $1.80 per share on Thursday, 20 February
2025, being the last practicable trading day prior to
the release of this Target Company Statement. To the
extent the Preference Shares were redeemed for a
price below the Offer price for the Ordinary Shares,
it would increase the value of the Ordinary Shares.
CDLHH NZ is suggesting this could happen
in the event its Offer is successful.
The Independent Directors make no recommendation
in respect of the RPS Offer. The Takeovers Code does
not apply to the RPS Offer and this Target Company
Statement does not include information about the
RPS Offer. Shareholders who are considering selling
their Preference Shares as part of the RPS Offer
or otherwise are recommended to seek their own
professional advice.
In assessing the Offer for Ordinary Shares, MCK
shareholders who also own Preference Shares may
wish to consider the implications for their Preference
Shares (including their potential redemption) if the
Offer is successful.
Summary
MCK offers its shareholders a unique investment
opportunity as the only hotels and property group
listed on the NZX.
Our core focus is to deliver value to all MCK
shareholders, and we want all of our shareholders to
benefit from the future value we believe is available
through MCK. We believe that if the major shareholder
wishes to acquire all of MCK, it should pay an
appropriate price. The Independent Directors are
firmly of the view that CDLHH NZ’s current Offer
is too low and is inadequate.
This document sets out your Independent Director’s
formal response to the Offer, including reasons
why we believe you should NOT accept the Offer.
However, the decision whether or not to accept the
Offer is an individual decision. The Independent
Directors recommend you read the Target Company
Statement carefully and in full, including the
Independent Adviser’s Report, before making a
decision (including the Independent Adviser’s
assessment of the merits of the Offer on pages 5, 6,
36 and 37 of the Independent Adviser’s Report).
LETTER FROM THE CHAIR OF
THE INDEPENDENT DIRECTORS
(CONTINUED)
2. As at 13 February 2025.

9LETTER FROM THE CHAIR OF THE INDEPENDENT DIRECTORS
LETTER FROM THE CHAIR OF THE INDEPENDENT DIRECTORS
If you have any queries in relation to the Offer,
please email enquiries@mckhotels.co.nz. If you are
in any doubt how to respond to the Offer, please
seek financial advice from an independent, qualified
adviser in relation to your particular circumstances.
Your Independent Directors will continue to keep you
updated on all material developments in relation to
the Offer. Announcements are available on the NZX
website (www.nzx.com/companies/MCK) and the MCK
website (https://mckhotels.co.nz/investors/).
Yours sincerely,
Leslie Preston
Chair of the Independent Directors Committee of MCK

10MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025

1111
SEC TION 1:
INDEPENDENT
DIRECTORS’
RECOMMENDATION
SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
Left: The newly refurbished reception
area at Millennium Hotel Queenstown.

12MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
The Independent Directors unanimously recommend
that you DO NOT ACCEPT the Offer from CDLHH NZ in
respect of your Ordinary Shares in MCK.
The Independent Directors did not encourage or
solicit CDLHH NZ’s Offer.
The primary reasons for the Independent Director’s
DO NOT ACCEPT recommendation are set out below
and discussed throughout this Section:
1. The Offer price of $2.25 per Ordinary Share
is significantly below the Independent
Adviser’s assessment of value for the
Ordinary Shares. The Independent Adviser
has assessed a value range of $4.40 to
$5.00 per Ordinary Share, with a midpoint
of $4.70 per Ordinary Share.
2. The timing of the Offer significantly
discounts the benefits to the Company
that shareholders can expect as the hotel
and property markets recover.
3. The Offer undervalues recent capital
expenditure on key hotels.
4. The Offer is at a material discount to the
market value of MCK’s net assets and
significantly undervalues the $129.5
million of recent acquisitions made
by MCK. These assets were acquired at
market values, with the acquisitions
supported at the MCK Board by the two
CDLHH NZ representative directors.
5. The Offer does not value the benefits
that could be captured by CDLHH NZ.
Further details are set out on the following pages.
The Independent Directors strongly encourage
you to take these factors into account, together
with the assessment of the Independent Adviser
as to the merits of the Offer, when considering
your response to CDLHH NZ’s Offer. The Independent
Adviser’s assessment of the merits of the Offer is
set out on pages 5, 6, 36 and 37 of the Independent
Adviser’s Report.
The Independent Adviser’s Report is set out in the
Appendix to this Target Company Statement.
Please read the Target Company Statement carefully
and in full when considering whether or not to accept
the Offer. The decision whether or not to accept
the Offer is an individual decision. If you have any
questions in respect of this document or the Offer,
you should seek financial advice from an independent,
qualified adviser.
1. The Offer price of $2.25 per Ordinary
Share is significantly below the
Independent Adviser’s assessment of value
for the Ordinary Shares. The Independent
Adviser has assessed a value range of
$4.40 to $5.00 per Ordinary Share, with
a midpoint of $4.70 per Ordinary Share
Northington Partners Limited (Northington or the
Independent Adviser) was engaged to prepare an
Independent Adviser’s Report to assess the merits
of the Offer for holders of the Ordinary Shares.
Northington’s independent report is attached in full
in the Appendix to this Target Company Statement.
Northington states that the “mid-point value of
our assessed range ($4.70 per share) is more
than double the Offer Price of $2.25. Even
allowing for a reasonable margin of error in
relation to our valuation, we conclude that the
Offer significantly undervalues the Company.”
The Independent Adviser’s Report confirms the
view of the Independent Directors that the Offer
is too low and is inadequate.
Comparison of Offer Price to Assessed Value
The Independent Adviser has assessed a valuation
range of $4.40 to $5.00 per Ordinary Share,
with a mid-point of $4.70 per Ordinary Share.
This is significantly higher than the Offer Price
of $2.25 per Ordinary Share. The Offer price
represents a material discount to the mid-point
of the Independent Adviser’s valuation range
as illustrated in the chart following.
SECTION 1: INDEPENDENT
DIRECTORS’ RECOMMENDATION

13
The Independent Adviser notes that its value
range for MCK of $4.40 to $5.00 per Ordinary
Share compares to MCK’s reported book value
per Ordinary Share of $3.46 as of 31 December
2024. The book value reflects the carrying value
for MCK’s assets, which are recorded at cost less
accumulated depreciation and impairment losses.
If MCK’s properties were reported at market value
(as was MCK’s accounting policy prior to FY21), the
Independent Adviser’s assessment of the adjusted
net asset value per Ordinary Share is $5.71 as of
31 December 2024 (prior to tax considerations).
Predominantly allowing for the implied deferred
tax on the market revaluations (and, to a lesser
extent, capital gains tax on the Sydney Apartments
value), MCK’s internally assessed market value of
its net assets is $5.39 per share.
The Independent Adviser states its value range
therefore represents a discount to its market value
adjusted net asset value per Ordinary Share of 13%
to 23% (or a 7% to 18% discount to MCK’s reported
adjusted net asset value of $5.39) and that this
discount largely reflects company overheads which
are reported in the Independent Adviser’s valuation
framework but not incorporated into the property
market valuations.
Valuation Approach
Based on the unique characteristics of MCK’s hotel
and property investments, the Independent Adviser
has assessed MCK’s value on a component “sum-
of-the-parts” basis both as a going concern (Going
Concern Value) and under an orderly realisation of
assets through the sale of its hotel, residential and
investment properties (Wind-Up Value).
The Independent Adviser states in the Independent
Adviser’s Report that it has assumed for the purposes
of the Going Concern Value and the Wind-Up Value
that the number of MCK shares on issue is the fully
diluted number of both the Ordinary Shares and the
Preference Shares. Therefore, MCK’s Ordinary Shares
and Preference Shares were valued equally by the
Independent Adviser. To the extent MCK’s Preference
Shares were redeemed for a price below $4.70 per
share (being the mid-point of the assessed valuation
range), the Independent Adviser’s valuation range for
Ordinary Shares would increase.
The Independent Adviser also notes in the
Independent Adviser’s Report that although the Offer
price represents a premium of 29.0% to the 20-day
VWAP of MCK’s Ordinary Shares ($1.75) prior to
CDLHH NZ’s announcement of its intention to make
an offer (on 20 January 2025), Northington suggests
that MCK’s share price is of limited relevance in this
instance. This is because the observed NZX prices
relate to trades for small parcels of shares and reflect
that MCK shares are very illiquid. The Independent
Adviser suggests that the low price (relative to its
assessed value) may also reflect that CDLHH NZ
has control of MCK and is pursuing a strategy which
favours long-term capital appreciation over cash
distributions in the short term.
Consequences for Minority Shareholders
if the Offer is Not Successful
The Independent Adviser discusses the
consequences for minority shareholders if
the Offer is not successful on pages 6, 36
and 37 of the Independent Adviser’s Report.
SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
$6.00
$5.00
$4.00
$3.00
$2.00
$1.00
Offer PriceIndependent
Adviser’s valuation
range: Low
Mid-point $4.70
$2.25
$4.40
$5.00
Independent
Adviser’s valuation
range: High

14MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
The Independent Adviser states that if the Offer
conditions are not fully satisfied or waived by CDLHH
NZ, the Offer will lapse and MCK will continue to
operate in its current form. It assesses that MCK
shares are likely to continue to trade at a significant
discount to the Independent Adviser’s assessed value
range because of the lack of liquidity and ongoing
minority discount attributed to small share parcels.
The Independent Adviser states that if the Offer
is unsuccessful, it believes that CDLHH NZ will
remain motivated to reach the 90% ownership
level needed to utilise the compulsory acquisition
provisions of the Takeovers Code. One of those
options is to make a further takeover offer at a
higher price (or to increase the price for the current
Offer in accordance with the Takeovers Code).
The Independent Adviser says that in its view
the likelihood of an alternative takeover offer
emerging for MCK from a party other than CDLHH
NZ is extremely low. As CDLHH NZ already controls
75.9% of the voting rights in MCK, any alternative
takeover offer would require CDLHH NZ’s support.
The Independent Adviser also states that while the
Offer price of $2.25 per Ordinary Share is considerably
lower than the assessed value range of $4.40 to $5.00
per Ordinary Share, some shareholders may see the
Offer as an opportunity to exit their investment in
MCK at a known price (without brokerage costs). It
notes that Ordinary Shares are highly illiquid and, in
its view, will remain so if the Offer is unsuccessful.
Given the uncertainties relating to the share price and
the market liquidity after the Offer has closed, the
Independent Adviser notes that some shareholders
may accept a price lower than the perceived value
of the Ordinary Shares in return for a certain exit.
However, the Independent Directors are firmly
of the view that the current Offer price is too
low and, even if you do wish to accept the Offer,
there is no benefit to accepting the Offer early.
2. The timing of the Offer significantly
discounts the benefits to the Company
that shareholders can expect as the
hotel and property markets recover
MCK’s results for the year ending 31 December 2024
recorded consolidated group revenue of $176.2
million (2023: $145.7 million), group operating
profit before tax and non-controlling interests of
$47.1 million (2023: $37.5 million) and earnings
per share of 17.17 cents
3
(2023: 13.65 cents). MCK
remains confident in its outlook and of its ability
to continue to make progress under its Revive
and Thrive Strategy. The Independent Directors
believe that MCK is well positioned to benefit from
a recovery in the tourism and property markets.
During 2024, MCK experienced a strong turnaround
in its hotels business but it has still not yet fully
recovered from the impact of the COVID pandemic
on the tourism market:
• New Zealand hotel revenue grew 8.3% to $109.5
million in 2024 ($101.1 million in 2023).
• Hotel occupancy improved during 2024 but has
still not recovered to pre-COVID levels. From
2023 to 2024, MCK’s occupancy improved from
61% to 66% across its New Zealand hotels and
further improvement has been evidenced in
January and during February 2025. However,
occupancy still remains below 2019 levels (81%).
• 2024 New Zealand hotel revenue was 13.5% below
2019 and EBITDA was 53.5% lower than 2019.
• MCK strategically focuses on the international
visitor markets. In 2019, international visitors
accounted for 54% of all occupancy in New
Zealand hotels.
• International visitor arrivals are expected to
return to pre-COVID levels by Q1 2027.
4
• The ongoing recovery of New Zealand’s tourism
sector is expected to drive earnings growth within
MCK’s hotel business in 2025 and beyond.
SECTION 1: INDEPENDENT
DIRECTORS’ RECOMMENDATION
(CONTINUED)
3. Adjusted for one-off deferred tax adjustment, made as
a result of government legislation change.
4. TECNZ International Arrivals Forecast January 2025, Westpac.

15
• The Sofitel Brisbane Central had a soft first
quarter, but saw solid demand across its core
segments as 2024 progressed.
The below charts illustrate the ongoing recovery
in New Zealand’s tourism sector and MCK’s hotel
occupancy, revenue and earnings.
The Independent Directors believe that the property
markets are expected to begin to recover as interest
rates fall and economies improve:
• The market value of CDL Investments New Zealand
Limited (CDI), MCK’s 65% subsidiary, is currently
impacted by weakness in the property market.
As the property market begins to stabilise and
potentially improve (see the forecasts in the
below chart), the market value of CDI’s assets and
the profitability of its developments would likely
increase; and
• improvements in the property market more
generally would also lift the market valuations
for CDI’s tenanted industrial property and
MCK’s other property assets (hotels, Sydney
apartments, vacant surplus land).
SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
5. Statistics New Zealand Visitor Arrivals.
6. RBNZ February 2025 Monetary Policy Statement.
FY19FY20FY21FY22FY23FY24
43.4
14.6
22.9
4.8
19.3
17.4
New Zealand hotel EBITDA ($m)
FY19FY20FY21FY22FY23FY24
126.6
64.1
55.2
65.2
101.1
109.5
New Zealand hotel revenue ($m)
Jan 20
Jan 21
Jan 22
Jan 23
Jan 24
Apr 20
Apr 21
Apr 22
Apr 23
Apr 24
Jul 20
Jul 21
Jul 22
Jul 23
Jul 24
Oct 20
Oct 21
Oct 22
Oct 23
Oct 24
Occupancy
International
Arrivals
International visitor numbers to New Zealand
and MCK’s New Zealand hotel occupancy
5
SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
Dec 20Dec 21Dec 22Dec 23Dec 24Dec 25Dec 26Dec 27
4,000
3,500
3,000
2,500
2,000
Actual
Forecast
CoreLogic’s New Zealand house price index
6

16MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
SECTION 1: INDEPENDENT
DIRECTORS’ RECOMMENDATION
(CONTINUED)
3. The Offer undervalues recent
capital expenditure on key hotels
MCK is partially through a significant
refurbishment and upgrade of hotel properties.
This programme commenced in 2022 and
is expected to be completed in 2025.
Over the last three years, MCK has allocated
approximately $59.0 million of capital expenditure
on a number of hotels, the majority of which was
spent on major refurbishments and upgrades to:
• Millennium Hotel Queenstown;
• Millennium Hotel Rotorua;
• Copthorne Hotel & Resort Bay of Islands; and
• Copthorne Hotel Palmerston North.
Recently completed refurbishments and upgrades
are expected to lift average daily room rates and
earnings. Over 390 rooms have been refurbished
in the last three years and over 140 additional
rooms are due to be completed in FY25. In total,
this represents over 30% of MCK’s 1,720 owned
New Zealand hotel rooms (excluding The Mayfair
Hotel Christchurch). The Independent Directors
believe that the expected benefits to revenue and
earnings from this recent capital expenditure has
yet to be fully reflected in MCK’s operating results.
The Independent Directors believe that the Offer
undervalues the capital expenditure investment
made to date, and being completed, by MCK.
4. The Offer is at a material discount to
the market value of MCK’s net assets
and significantly undervalues the $129.5
million of recent acquisitions made by
MCK. These assets were acquired at
market values, with the acquisitions
supported at the MCK Board by the two
CDLHH NZ representative directors
Strategic acquisitions are a key component of the
growth strategy for MCK and its subsidiaries. As the
controlling shareholder, CDLHH NZ has supported this
strategy and MCK’s recent investments.
MCK has invested $129.5 million on hotel acquisitions
in the past two years comprising:
• $31.9 million for The Mayfair Hotel Christchurch
in January 2025;
• $2.2 million for development land in Whangarei
in August 2024; and
• $95.4 million for 50% of Sofitel Brisbane
Central in December 2023. The remaining 50%
was acquired by a subsidiary of CDL Group.
By supporting recent investments and acquisitions,
CDLHH NZ has indicated that it is willing to pay
market value for hotel and property assets.
Furthermore, CDL Group partnered with MCK in
acquiring Sofitel Brisbane Central.
MCK’s internally assessed market value of its net
assets implies a price of $5.39 per share.
7
Despite
a willingness to acquire assets at market value,
CDLHH NZ’s Offer for MCK of $2.25 per Ordinary
Share is at a material discount to the net market
value of MCK’s assets and appears to significantly
undervalue MCK’s recently acquired properties.
5. The Offer does not value the benefits
that could be captured by CDLHH NZ
MCK’s Independent Directors believe that there
are potentially significant benefits available to
CDLHH NZ from fully acquiring MCK. These strategic
benefits include:
• The potential redemption of Preference Shares;
• Complete control of MCK’s business if MCK ceases
to be listed on NZX; and
• Potential cost synergies.
The above strategic benefits are discussed below.
If the Offer is successful, these strategic benefits
could be captured by CDLHH NZ and its shareholders,
with no value benefit for the other holders of the
Ordinary Shares. Given the significant strategic
value in CDLHH NZ having full ownership of MCK,
the Independent Directors believe that the other
holders of the Ordinary Shares should share in a
proportion of these benefits as part of the Offer.

17SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
The potential redemption of Preference Shares
MCK’s Preference Shares are listed on the NZX Main
Board under the ticker ‘MCKPA’. CDLHH NZ owns
91.34% of the Preference Shares. Although the
Preference Shares rank equally with the Ordinary
Shares with respect to all distributions made by
MCK (subject to a liquidation preference) they do
not (and are not required under the Takeovers Code
to) form part of the Offer. However, independently
of the Offer, CDLHH NZ has indicated that it 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 has stated that it 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. Preference Shares can
be redeemed by MCK at any time if the redemption is
approved by holders of Preference Shares by way of
special resolution. CDLHH NZ has sufficient votes to
pass such a special resolution. The redemption price
for each Preference Share would be the higher of their
20-day volume weighted average price or $0.64.
Historically, the Preference Shares have traded
broadly in line with the Ordinary Shares (reflecting
essentially the same economic rights).
8
However,
the Ordinary Shares traded at $2.40 and the
Preference Shares traded at $1.80 per share
on Thursday, 20 February 2025, being the last
practicable trading day prior to the release of
this Target Company Statement. To the extent the
Preference Shares were redeemed for a price below
the Offer Price for the Ordinary Shares, it would
increase the value of the Ordinary Shares.
The Independent Directors make no recommendation
in respect of the RPS Offer. The Takeovers Code does
not apply to the RPS Offer and this Target Company
Statement does not include information about the
RPS Offer. Shareholders who are considering selling
their Preference Shares as part of the RPS Offer
or otherwise are recommended to seek their own
professional advice.
In assessing the Offer for Ordinary Shares, MCK
shareholders who also own Preference Shares
may wish to consider the implications for their
Preference Shares (including their potential
redemption) if the Offer is successful.
Complete control of MCK’s capital structure
and business
MCK currently has a robust balance sheet with
debt headroom and the ability to raise equity
from shareholders. Although CDLHH NZ effectively
currently controls MCK’s capital structure, there are
some constraints upon CDLHH NZ due to MCK being
listed and the presence of minority shareholders.
Fully acquiring all of the shares in MCK would provide
CDLHH NZ with complete control of MCK’s capital
structure and business, which offers strategic
benefits and optionality to further accelerate MCK’s
growth through acquisitions and investment.
Fully acquiring all of the shares in MCK would provide
CDL Group direct control of CDI and full ownership of
Sofitel Brisbane Central. This could provide strategic
benefits for CDL Group.
Potential cost synergies
Cost synergies are potentially available to CDLHH
NZ from fully acquiring all of the shares in MCK.
The Independent Adviser has not separately valued
the likely benefits that CDLHH NZ could capture.
Cost synergies are likely to include avoiding costs
associated with being a listed entity and potential
efficiency improvements from full integration into
CDL Group.
SECTION 1: INDEPENDENT DIRECTORS’ RECOMMENDATION
7. Per Investor Presentation for FY24 results.
8. See pages 27 and 28 of the Independent Adviser’s Report.

18MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025

1919
SECTION 2:
TAKEOVERS CODE
DISCLOSURES
SECTION 2: TAKEOVERS CODE DISCLOSURES
Left: A friendly greeting from our Social Team at M Social Auckland

20MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
SECTION 2: TAKEOVERS
CODE DISCLOSURES
1. Date
This target company statement (the
Target Company Statement) is dated
24 February 2025.
2. Offer
2.1 This Target Company Statement relates to a
full takeover offer (the Offer) by CDL Hotels
Holdings New Zealand Limited (CDLHH NZ)
to purchase all of the ordinary shares (the
Ordinary Shares) in Millennium & Copthorne
Hotels New Zealand Limited (MCK) that it
does not already own for a purchase price of
$2.25 per Ordinary Share, payable in cash.
2.2 The terms of the Offer are set out in an
offer document dated 10 February 2025
(the Offer Document), a copy of which was
sent to holders of Ordinary Shares on 10
February 2025.
2.3 MCK also has redeemable non-voting
preference shares listed on the NZX Main
Board under the ticker ‘MCKPA’ (Preference
Shares). The Preference Shares do not form
part of the Offer because they are not equity
securities for the purposes of the Takeovers
Code. However, independently of the Offer,
CDLHH NZ has indicated in the Offer Document
that it 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 (the RPS Offer). In its
Offer Document, CDLHH NZ states that it may
also elect seek to have the Preference Shares
redeemed if it is successful in acquiring all of
the outstanding Ordinary Shares.
2.4 The Independent Directors make no
recommendation in respect of the RPS Offer.
The Takeovers Code does not apply to the RPS
Offer and this Target Company Statement does
not include information about the RPS Offer.
Shareholders who are considering selling their
Preference Shares as part of the RPS Offer or
otherwise are recommended to seek their own
professional advice.
3. Target Company
(a) The name of the target company
is Millennium & Copthorne Hotels
New Zealand Limited (NZX: MCK).
(b) The postal address of MCK is Floor 7,
23 Customs Street East, Auckland
Central, Auckland, 1010, New Zealand.
(c) MCK’s investor website is
https://mckhotels.co.nz/investors/.
(d) The contact email address for MCK
is enquiries@mckhotels.co.nz.
4. Directors of MCK
The directors of MCK are:
(a) Colin Sim
(Chair and Independent Director);
(b) Leslie Sue Preston
(Independent Director and Chair of
Independent Directors’ Committee
formed to consider the Offer);
(c) Graham Andrew McKenzie
(Independent Director);
(d) Kevin Hangchi
(Non-Executive Director);
(e) Eik Sheng Kwek
(Non-Executive Director); and
(f) Stuart Nigel Bruce Harrison
(Managing Director).
5. Ownership of MCK’s equity securities
5.1 The only class of equity securities on issue
in MCK is the Ordinary Shares.
5.2 MCK also has Preference Shares on issue.
However, these are not equity securities
for the purposes of the Takeovers Code.
Accordingly, all references to “equity
securities” throughout this Target Company
Statement refers only to the Ordinary Shares,
unless otherwise specified.

21
5.3 Schedule 1 to this Target Company Statement
sets out the number and the percentage of
Ordinary Shares held or controlled by each
director or senior manager
9
of MCK (a Director
or Senior Manager, respectively) and their
associates. Because Directors Eik Sheng
Kwek and Kevin Hangchi are associated with
CDLHH NZ, Schedule 1 includes the Ordinary
Shares held by CDLHH NZ. Except as set out in
Schedule 1 to this Target Company Statement,
no Director or Senior Manager in MCK or
their associates holds or controls any equity
securities of MCK.
5.4 To the knowledge of MCK, no other person
(other than the Directors, Senior Managers
or their associates, to the extent set out in
Schedule 1) holds or controls 5% or more
of any class of equity securities of MCK.
In particular, details of the shareholdings
held or controlled by CDLHH NZ and City
Developments Limited (being the only
persons who hold or control 5% or more of
the Ordinary Shares) are set out in Schedule 1.
5.5 No equity securities have, during the
two-year period ending on the date of this
Target Company Statement, been issued
to the Directors and Senior Managers or
their associates.
5.6 No Director or Senior Manager, or an associate
of a Director or Senior Manager, has obtained
a beneficial interest under any employee share
scheme or other remuneration arrangement
during the two-year period ending on the date
of this Target Company Statement.
6. Trading in MCK equity securities
6.1 Details of the acquisition or disposition of
Ordinary Shares during the six-month period
ending on 20 February 2025 (being the latest
practicable date before the date of this
Target Company Statement) by Directors,
Senior Managers or their associates and,
to the knowledge of MCK, any other person
holding or controlling 5% or more of the
Ordinary Shares are set out in Schedule 2.
6.2 Except as set out in Schedule 2:
(a) no Director, Senior Manager or
associate of a Director or Senior
Manager; or
(b) to the knowledge of MCK, any person
holding or controlling 5% or more of
any class of equity securities of MCK,
has acquired or disposed of equity securities
of MCK during the six-month period ending on
20 February 2025 (being the latest practicable
date before the date of this Target Company
Statement).
7. Acceptance of Offer by Directors
and Senior Managers
7.1 The table below sets out, as at the date of this
Target Company Statement, the name of every
Director and Senior Manager, and associate of
a Director and Senior Manager, who (to MCK’s
knowledge) has accepted or intends to accept
the Offer and the number of Ordinary Shares in
respect of which the person has accepted, or
intends to accept the Offer.
10
9. For the purposes of this Target Company Statement, the Independent
Directors have determined that the senior managers of MCK for the
purposes of the Takeovers Code are Stuart Nigel Bruce Harrison (Managing
Director), Anand Rambhai (Vice President Finance), Takeshi Ito (Vice
President Legal & Company Secretary), Kenneth Orr (Vice President
Operations), Louise Borton (Director, Property Management), Brendan
Davies (Director, International and Corporate Sales), Nathan Kruger
(Director, Information Technology), Lisa Maclean (Director, Human
Resources), Josie Wilson (Director, Revenue and Distribution) and Melanie
Beattie (Vice President Sales and Partnerships).
10. This information is based on responses to questionnaires circulated to
the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s
Takeover Notice.
SECTION 2: TAKEOVERS CODE DISCLOSURES
NameDescriptionNumber of Ordinary Shares
Nathan KrugerSenior Manager134.80
SECTION 2: TAKEOVERS CODE DISCLOSURES

22MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
8. Ownership of equity securities of
CDLHH NZ and its related companies
8.1 Schedule 3 to this Target Company
Statement sets out, as at the date of this
Target Company Statement, the name
of every Director, Senior Manager and
associate of a Director or Senior Manager
who holds or controls equity securities of:
(a) CDLHH NZ; or
(b) any related company of CDLHH NZ
(other than MCK),
in each case, together with the number,
designation and percentage of equity
securities of that class of equity securities.
8.2 Because of CDLHH NZ’s current shareholding
in MCK, MCK and its subsidiaries are each
related companies of CDLHH NZ. Accordingly:
(a) the number, designation and
percentage of Ordinary Shares held
or controlled by every Director, Senior
Manager and associate of a Director or
Senior Manager is set out in Schedule 1
to this Target Company Statement.
(b) Schedule 4 sets out the name of every
related company of CDLHH NZ, in
which MCK holds or controls equity
securities of any class, together with the
number, designation and percentage of
equity securities of that class of equity
securities. Because MCK is a related
company of CDLHH NZ, this means that
all of MCK’s subsidiaries are also related
companies of CDLHH NZ. Accordingly, all
of the companies set out in Schedule 4
(other than MCK itself) are MCK’s
subsidiaries. In addition, because
CDLHH NZ (an associate of Directors
Eik Sheng Kwek and Kevin Hangchi)
controls MCK, it too will control the
equity securities set out Schedule 4
to this Target Company Statement.
8.3 Other than as set out in Schedules 1, 3 and 4,
neither MCK nor any of the Directors, Senior
Managers or their associates holds or controls
any equity securities of CDLHH NZ or any
related company of CDLHH NZ.
9. Trading in equity securities of CDLHH
NZ and its related companies
Other than the Ordinary Shares acquired
by CDLHH NZ in MCK set out in Schedule 2
(because CDLHH NZ is an associate of Directors
Eik Sheng Kwek and Kevin Hangchi), neither
MCK, nor any Director, Senior Manager or any
of their associates has acquired or disposed
of any equity securities of CDLHH NZ or any
related company of CDLHH NZ during the
six-month period before 20 February 2025
(being the latest practicable date before the
date of this Target Company Statement).
10. Arrangements between
CDLHH NZ and MCK
10.1 On 31 January 2025, CDLHH NZ agreed
with a request from MCK that if CDLHH NZ
should decide to proceed with a takeover
offer, CDLHH NZ would not make that offer
before 10 February 2025. This was intended
to allow MCK to release its annual results
for the 2024 financial year prior to MCK
releasing the Target Company Statement.
10.2 The Offer Document states that CDLHH NZ
is providing 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 Offer
Document also states that 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. The Offer Document
further states that there are no formal loan
terms because the loan is from a holding
SECTION 2: TAKEOVERS
CODE DISCLOSURES
(CONTINUED)

23
company to its (direct or indirect) subsidiary.
In its Offer Document, CDLHH NZ has indicated
that, although there are not currently any
arrangements to do so, because MCK and its
subsidiaries are also subsidiaries of CDLHH
NZ, MCK and its subsidiaries may be required
to provide financial assistance to that
lender, presumably if the Offer is declared
unconditional and CDLHH NZ acquires 100%
of the Ordinary Shares.
10.3 Other than as set out in paragraphs 10.1 and
10.2 above, no agreements or arrangements
(whether legally enforceable or not) have been
made, or are proposed to be made, between
CDLHH NZ or any associates of CDLHH NZ,
and MCK or any related company of MCK,
in connection with, in anticipation of, or in
response to, the Offer.
11. Relationship between
CDLHH NZ and Directors and
Senior Managers of MCK
11.1 Except as set out in paragraph 11.2 below,
no agreement or arrangement (whether
legally enforceable or not) has been made,
or is proposed to be made, between CDLHH
NZ and any associates of CDLHH NZ, and any
Director or Senior Manager or any related
company of MCK (including particulars of 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 the Offer.
11

11.2 Because of CDLHH NZ’s majority shareholding
in MCK, MCK is a related company of CDLHH
NZ and therefore an associate of CDLHH
NZ for the purposes of the Takeovers Code.
Accordingly, the following disclosure relates
to an agreement between MCK (as an associate
of CDLHH NZ) and three Directors. The
independent directors of MCK (being Leslie
Preston, Colin Sim and Graham McKenzie)
have arrangements with MCK 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.
11.3 Except as set out in paragraph 11.4 below,
and at Schedule 5 of this Target Company
Statement, no Directors or Senior Managers of
MCK are also directors or senior managers of
CDLHH NZ, or a related company of CDLHH NZ.
11.4 As noted in paragraph 11.2 above, CDLHH NZ
and MCK are related companies. Therefore,
each of the Directors (as listed in paragraph 4)
and Senior Managers (as listed in footnote 1
on page 7) are automatically also directors
and senior managers (as applicable) of a
related company of CDLHH NZ (being MCK).
In addition, Schedule 5 of this Target Company
Statement sets out the Directors or Senior
Managers of MCK that are also a director or
senior manager of related companies of
CDLHH NZ (other than MCK).
12. Agreement between MCK, and
Directors and Senior Managers
12.1 No agreement or arrangement (whether
legally enforceable or not) has been made,
or is proposed to be made, between MCK
or any related company of MCK, and any of
the Directors or Senior Managers or their
associates of MCK or its related companies,
under which a payment or other benefit may
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, the Offer.
11. This information is based on responses to questionnaires circulated to
the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s
Takeover Notice.
SECTION 2: TAKEOVERS CODE DISCLOSURES
SECTION 2: TAKEOVERS CODE DISCLOSURES

24MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
13. Interests of Directors and Senior
Managers of MCK in contracts of
CDLHH NZ or its related companies
13.1 Except as set out in paragraph 13.2 below,
no Director or Senior Manager or any of their
associates has an interest in any contract to
which CDLHH NZ, or any related company of
CDLHH NZ, is a party.
12
13.2 As explained in paragraph 8.2, CDLHH NZ and
MCK are related companies. Accordingly, the
following disclosures are made regarding
contractual arrangements to which MCK
or MCK’s subsidiary Hospitality Services
Limited (being related companies of CDLHH
NZ) is a party and in which the Directors or
Senior Managers have interests. Each of the
Directors and Senior Managers are employed
or engaged by MCK or, in the case of the
Senior Managers other than MCK’s Managing
Director Stuart Harrison, Hospitality Services
Limited and, accordingly, have interests in
the contracts relating to their employment or
engagement. The contracts of employment
or engagement for each of the Directors
and Senior Managers were entered into in
the ordinary course of MCK’s business and
are on usual terms and conditions, including
as to monetary compensation.
13A. Interests of MCK’s substantial
security holders in material contracts
of CDLHH NZ or its related companies
13A.1 Except for the potential funding arrangement
described in paragraph 10.2, no person who,
to the knowledge of the Directors or the
Senior Managers holds or controls 5% or more
of any class of equity securities of MCK has
an interest in any material contract to which
CDLHH NZ, or any related company of CDLHH
NZ, is a party.
14. Additional information
14.1 In the opinion of the Directors, no additional
information, to the knowledge of MCK is
required to make the information in the
Offer Document correct or not misleading.
15. Recommendation
15.1 The Board has appointed a committee of
independent directors (the Independent
Committee) to attend to all matters
associated with the Offer. The Independent
Committee comprises Leslie Preston (Chair),
Colin Sim and Graham McKenzie.
15.2 The Independent Committee has carefully
considered a full range of expert advice
available to them (including Northington
Partners Limited’s Independent Adviser’s
Report on the merits of the Offer) and
unanimously recommend that holders of
Ordinary Shares do not accept that Offer for
the reasons set out in the Letter from the Chair
of the Independent Directors and Section 1
(Independent Directors’ Recommendation)
earlier in this Target Company Statement.
15.3 Kevin Hangchi and Eik Sheng Kwek, as
associates of CDLHH NZ, have a conflict
of interest in respect of the Offer. For this
reason, they abstain from making any
recommendation as to whether to accept
or reject the Offer.
15.4 Mr Stuart Harrison, being the Managing
Director of MCK, has a potential conflict of
interest in respect of the Offer because of
his executive role with MCK. For this reason,
Mr Harrison also abstains from making any
recommendation as to whether to accept or
reject the Offer.
SECTION 2: TAKEOVERS
CODE DISCLOSURES
(CONTINUED)
12. This information is based on responses to questionnaires circulated to
the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s
Takeover Notice.

25
16. Actions of MCK
16.1 There are no material agreements or
arrangements (whether legally enforceable
or not) of MCK or any related company of
MCK entered into as a consequence of, in
response to, or in connection with, the Offer.
16.2 There are no negotiations underway as
a consequence of, in response to, or in
connection with the Offer that relate to,
or could result in:
(a) an extraordinary transaction, such
as a merger, amalgamation or
reorganisation, involving MCK or
any of its related companies; or
(b) the acquisition or disposition of
material assets by MCK or any of
its related companies; or
(c) an acquisition of equity securities by, or
of, MCK or any related company MCK; or
(d) any material change in the issued equity
securities of MCK, or the policy of the
Board relating to distributions, of MCK.
16.3 As at the date of this Target Company
Statement, there are no discussions or
negotiations underway between MCK and
any other party in respect of a competing
takeover offer or any other similar transaction.
The Independent Committee does not
anticipate any discussions or negotiations
of this nature during the Offer period.
17. Equity securities of MCK
17.1 As at the date of this Target Company
Statement, MCK has 105,478,743 Ordinary
Shares on issue (excluding the 99,547
Ordinary Shares held as treasury stock).
These are all fully paid.
17.2 MCK has no options, or rights to acquire
equity securities, on issue.
17.3 Subject to the NZX Listing Rules and MCK’s
constitution, Shareholders have in respect of
each Ordinary Share:
(a) subject to the rights of holders of any
shares or other equity securities which
confer special rights as to dividends,
the right to an equal share in dividends
authorised by the Board;
(b) subject to the rights of holders of any
shares or other equity securities which
confer special rights as to distributions,
the right to an equal share in the
distribution of surplus assets on
liquidation of MCK; and
(c) the right to cast one vote on a show of
hands or the right to cast one vote on a
poll (for each share held), at a meeting
of shareholders on any resolution,
including a resolution to:
(i) appoint or remove a director or
auditor;
(ii) alter MCK’s constitution;
(iii) approve a major transaction by
MCK;
(iv) approve an amalgamation
involving MCK (other than an
amalgamation of a wholly
owned subsidiary); and
(v) put MCK into liquidation.
SECTION 2: TAKEOVERS CODE DISCLOSURES
SECTION 2: TAKEOVERS CODE DISCLOSURES

26MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
17.4 In addition to the Ordinary Shares, MCK has
52,739,543 fully paid Preference Shares on
issue however these are not equity securities
for the purposes of the Takeovers Code, and
do not form part of the Offer. The Preference
Shares are non-voting and rank equally
with the Ordinary Shares with respect to all
distributions made by MCK (including without
limitation, to dividend payments) except
for any distribution made in the context
of a liquidation. MCK may, in its discretion,
subject to the approval of the holders of the
Preference Shares by way of special resolution,
redeem the Preference Shares, in whole or
in part (on a pro rata basis). The terms upon
which the Preference Shares are issued is set
out in the simplified disclosure prospectus
issued by MCK on 17 February 2014.
18. Financial information
18.1 On 24 February 2025, MCK released its
financial results for the twelve months ended
31 December 2024, which included audited
financial statements for that period. A copy
of the audited financial statements, media
release and investor presentation can be
found at https://www.nzx.com/companies/
MCK/announcements?year=2025 or at MCK’s
investor website at https://mckhotels.co.nz/
investors/nzx-announcements/.
18.2 A copy of MCK’s most recent annual report
(being the annual report for the period
ended 31 December 2023) is available on
MCK’s website at https://mckhotels.co.nz/
investors/annual-reports-mck/.
18.3 Each person to whom the Offer is made may
also request a non-electronic copy of that
annual report from MCK by making a written
request to enquiries@mckhotels.co.nz or,
alternatively, by making a written request
to Computershare Investor Services Limited
(enquiry@computershare.co.nz).
18.4 MCK’s most recent half-yearly report since
its annual report for the year ended 31
December 2023 (being the half-yearly report
for the six months ended 30 June 2024)
is available on MCK’s website at https://
mckhotels.co.nz/investors/mck-2018-2013/.
No interim report has been issued since the
issue of the half yearly report for the six
months ended 30 June 2024.
18.5 There have been the following material
changes in the financial or trading position,
or prospects, of MCK, since its 31 December
2023 annual report:
(a) As mentioned in paragraph 18.1
above, on 24 February 2025 MCK
released its financial results for the
twelve months ended 31 December
2024. Those results included the
following material changes in the
financial and trading position of MCK:
(i) a 21% increase in revenue to
$176.2 million from the position
for the financial year which
ended 31 December 2023 (the
previous financial year), MCK’s
highest revenue figure in five
years, and a 32.1% increase in
operating profit to $42.5 million;
(ii) a 25.6% increase in profit before
tax to $47.1 million compared to
the position under the previous
financial year;
(iii) a profit after tax of $2.8 million
for the twelve months ended
31 December 2024, reflecting
the deferred tax adjustment
which was reported in the
interim results. Excluding this
adjustment, the profit after tax
attributed to MCK shareholders
would have been $27.2 million;
SECTION 2: TAKEOVERS
CODE DISCLOSURES
(CONTINUED)

27
(iv) total assets as at 31 December
2024 at book value of $762.3
million; and
(v) a final dividend in respect of
the 2024 financial year was not
declared due to the conditions
of the Offer, which do not allow a
dividend to be paid or declared.
(b) On 23 October 2024, MCK announced
that it had entered into an agreement
to acquire The Mayfair Hotel in
Christchurch. This hotel comprises
67 guest rooms and suites and has a
cocktail bar, conference and meeting
facilities and a café and kitchen.
The purchase price was $31.9 million
plus GST and MCK used its existing
cash resources and bank facilities
to complete the acquisition. This
transaction settled on 22 January 2025.
(c) On 7 August 2024, MCK announced
its financial results for the six months
ended 30 June 2024. Those results
included the unaudited financial
statements for that period and
included the following material
changes in the financial and trading
position and prospects of MCK:
(i) revenue growth of 42% to
$85.32 million and an increase
in net profit before tax of 88% to
$21.53 million compared to the
same period the previous year.
The first half of the financial
year was the first time in five
years where the hotels have
been able to operate without the
impact of pandemic restrictions,
weather-related issues or
large staffing shortages;
(ii) a rise in hotel occupancy to 69.0%
(compared to 59.8% in the same
period the previous year). MCK
was able to show improving
occupancy and profit in the hotels
business, despite a slowdown in
demand for corporate travel and
meetings;
(iii) a one-off, non-cash deferred tax
liability adjustment of $25.76
million, which arose from a change
in tax legislation that came into
effect earlier in 2024. This related
to the depreciation of buildings
owned by MCK; and
(iv) as a result of the adjustment,
which did not affect MCK’s
trading position or cash flow, MCK
recorded an after-tax loss for the
period of $10.17 million.
(d) On 1 August 2024, MCK advised that
changes to tax legislation which removed
the ability to claim tax depreciation
on commercial buildings would result
in a one-off, non-cash deferred tax
liability adjustment of approximately
$26 million. This arose from a change in
tax legislation that came into effect in
2024 and relates to the depreciation of
buildings owned by MCK. MCK noted that
the adjustment would have no impact on
MCK’s trading profitability or cash flows.
(e) On 26 April 2024, MCK announced that it
had reached conditional agreement with
the Whangarei District Council
for the purchase of land in Whangarei’s
CBD for the development of a hotel.
The purchase price was $2.24 million, and
the acquisition was conditional
on due diligence. The transaction settled
on 29 August 2024 and MCK used
existing cash on hand to settle
the purchase.
SECTION 2: TAKEOVERS CODE DISCLOSURES
SECTION 2: TAKEOVERS CODE DISCLOSURES

28MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
18.6 Other than as set out elsewhere in this
Target Company Statement, or as contained
in the Independent Adviser’s Report:
(a) there have been no known material
changes in the financial or trading
position, or prospects, of MCK since the
31 December 2023 annual report; and
(b) there is no other information about
the assets, liabilities, profitability
and financial affairs of MCK that
could reasonably be expected to be
material to the making of a decision
by Shareholders to accept or reject
the Offer.
19. Independent advice
on merits of Offer
Northington Partners Limited is the
independent adviser who has provided a
report under Rule 21 of the Takeovers
Code on the merits of the Offer. A copy of
Northington Partners Limited’s Independent
Adviser’s Report is attached as the Appendix
to this Target Company Statement.
20. Asset valuations
20.1 Except as set out in paragraph 20.2, this
Target Company Statement does not refer
to a valuation of any asset of MCK.
20.2 The Independent Adviser’s Report refers
to the valuation of certain property assets
of MCK (as set out on pages 23 and 41 of
the Independent Adviser’s Report). Copies
of those valuation reports are available for
inspection at Floor 7, 23 Customs Street East,
Auckland Central, Auckland. Alternatively, a
copy of any such valuation reports will be sent
to any offeree by making such a request to
enquiries@mckhotels.co.nz. As part of making
such a report available to an offeree, that
offeree may first be required to sign a hold
harmless letter in favour of the author of
the relevant report.
20.3 The Takeovers Panel has granted an
exemption to permit certain commercially
sensitive information to be redacted from
those valuation reports.
21. Prospective financial information
21.1 The Independent Adviser’s Report contains
prospective financial information in relation to
MCK. The principal assumptions on which the
prospective financial information is based are
set out in the Independent Adviser’s Report.
21.2 Other than the prospective financial
information referred to in paragraph 21.1
above, this Target Company Statement does
not refer to any other prospective financial
information about MCK.
22. Sales of unquoted equity
securities under Offer
22.1 There are no unquoted equity securities
that are subject of the Offer.
23. Market prices for quoted equity
securities under Offer
23.1 The Ordinary Shares are quoted on the
NZX Main Board.
23.2 The closing price on the NZX Main Board
of the Ordinary Shares on:
(a) 20 February 2025, being the latest
practicable working day before the
date on which this Target Company
Statement is sent to Shareholders,
was NZ$2.40; and
(b) 17 January 2025, being the last
day on which the NZX was open for
business before the date on which
MCK received CDLHH NZ’s takeover
notice, was NZ$1.80.
SECTION 2: TAKEOVERS
CODE DISCLOSURES
(CONTINUED)

29SECTION 2: TAKEOVERS CODE DISCLOSURES
23.3 The highest and lowest closing market prices
of the Ordinary Shares on the NZX Main Board
(and the relevant dates) during the six months
before the Notice Date, were as follows:
(a) the highest closing market price was
NZ$1.90 (on 23 December 2024); and
(b) the lowest closing market price was
NZ$1.66 (on 4 October 2024).
23.4 During the six-month period before the Notice
Date, MCK did not issue any equity securities
or make any changes to any equity securities
on issue which could have affected the market
prices of Ordinary Shares referred to above.
23.5 There is no other information about the
market price of the Ordinary Shares that would
reasonably be expected to be material to the
making of a decision by Shareholders to accept
or reject the Offer.
24. Other information
24.1 The following information is considered
by the Directors to be information that
could reasonably be expected to be
material to the making of a decision by
holders of Ordinary Shares as to whether
to accept or reject the Offer, and the
timing of the giving of any acceptance:
(a) the terms of the Offer state that,
once given, acceptances may not
be withdrawn by acceptors unless
CDLHH NZ fails to pay acceptors in
accordance with the Takeovers Code;
(b) if CDLHH NZ increases the price of
the Offer, CDLHH NZ must provide
the increased price to all holders of
Ordinary Shares whose shares are
acquired under the Offer, whether or
not the shareholder accepted the
Offer before or after the price was
increased; and
(c) payment for Ordinary Shares in respect
of which the Offer is accepted will
only be made by CDLHH NZ within five
working days of the later of the date
on which the relevant acceptance is
received, the date on which the Offer
becomes unconditional or 8 May 2025.
Early acceptance of the Offer will
therefore not result in payment being
made any earlier than the later date
described above.
25. Approval of this Target
Company Statement
25.1 The contents of this Target Company
Statement have been approved by the
Independent Directors of MCK
(Leslie Preston, Colin Sim and Graham
McKenzie), who have been delegated
with authority by the Directors to do so.
25.2 As disclosed in paragraph 15, Eik Sheng Kwek
and Kevin Hangchi have a conflict of interest
in respect of the Offer and Stuart Harrison has
a potential conflict of interest in respect of
the Offer. As a result, they have not formally
approved this Target Company Statement.
13

26. Interpretation
26.1 In this Target Company Statement:
Board means the board of directors of MCK;
CDI means CDL Investments New Zealand
Limited, MCK’s 65% owned subsidiary;
CDLHH NZ means CDL Hotels Holdings New
Zealand Limited;
Directors means the directors of MCK;
SECTION 2: TAKEOVERS CODE DISCLOSURES
13. Mr Stuart Harrison, who is MCK’s Managing Director, has signed this
Target Company Statement in his capacity as Chief Executive Officer
of MCK only, as required by the Takeovers Code.

30MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
Independent Adviser’s Report means the
independent adviser’s report provided by
Northington Partners Limited under Rule 21 of
the Takeovers Code and set out in the Appendix
to this Target Company Statement;
Independent Committee has the meaning
given to that term in paragraph 15.1 of
section 2 of this Target Company Statement;
Independent Directors means Colin Sim,
Leslie Preston and Graham McKenzie;
MCK means Millennium & Copthorne Hotels
New Zealand Limited;
Notice Date means 20 January 2025;
NZ$ or $ means New Zealand dollars;
NZX means NZX Limited;
NZX Main Board means the main board equity
securities exchange operated by NZX;
Offer has the meaning given to that term
in paragraph 2.1 of section 2 of this Target
Company Statement;
Offer Document has the meaning given
to that term paragraph 2.2 of section 2 of
this Target Company Statement;
Ordinary Shares means ordinary shares
in MCK;
Preference Shares has the meaning given
to that term in paragraph 2.3 of section 2
of this Target Company Statement;
RPS Offer has the meaning given to that
term in paragraph 2.3 of section 2 of this
Target Company Statement;
Senior Manager has the meaning given to
that term in paragraph 5.3 of section 2 of
this Target Company Statement;
Shareholders means the holders of Ordinary
Shares which are the subject of the Offer
by CDLHH NZ;
Takeover s Ac t means the Takeovers Act
1993; and
Takeover s Code means the Takeovers Code
approved by the Takeovers Code Approval
Order 2000 (as amended).
26.2 Words and expressions defined in the
Takeovers Act or the Takeovers Code and not
otherwise defined in this Target Company
Statement have the same meaning when
used in this Target Company Statement.
27. Certificate
To the best of our knowledge and belief,
after making proper enquiry, the information
contained in or accompanying this Target
Company Statement 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 MCK under the Takeovers Code.
Signed by:
SECTION 2: TAKEOVERS
CODE DISCLOSURES
(CONTINUED)
Leslie Preston
Director of MCK
Stuart Harrison
Chief Executive
Officer of MCK
Colin Sim
Director of MCK
Anand Rambhai
Chief Financial
Officer of MCK

31SECTION 2: TAKEOVERS CODE DISCLOSURES
SECTION 2: TAKEOVERS CODE DISCLOSURES
THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK

32MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 202532MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025

3333
SCHEDULES 1–5
Left: Fine dining at the award winning One80 Restaurant
at Copthorne Hotel Wellington Oriental Bay.
SCHEDULES 1–5

34MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
SCHEDULES 1–5
Schedule 1: Ordinary Shares owned by Directors, Senior
Managers and their associates (paragraph 5.3)
Notes:
1. This information is taken from responses to questionnaires circulated to the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s Takeover Notice.
2. City Developments Limited is the ultimate holding company of CDLHH NZ. It ultimately controls the Ordinary Shares held by CDLHH NZ, through the following
wholly-owned subsidiaries: Singapura Developments (Private) Limited, Agapier Investments Limited, Reach Across International Limited, Millennium &
Copthorne Hotels Limited, M&C Asia Holdings (UK) Limited, M&C Hospitality Holdings (Asia) Limited, M&C Hotel Enterprises (Asia) Limited, Hong Leong Hotels
Pte. Ltd. and First 2000 Limited.
3. The percentage numbers are rounded to two decimal places.
NameDescription
Number of Ordinary
Shares held or controlled
Percentage of class
CDL Hotels Holdings
New Zealand Limited
Associate of a Director
(Eik Sheng Kwek and Kevin Hangchi)
80,017,014
75.86% (excluding
treasury stock)
City Developments Limited
Associate of a Director
(Eik Sheng Kwek and Kevin Hangchi)
80,017,014
75.86% (excluding
treasury stock)
Nathan KrugerSenior Manager134.800.00%
Schedule 2: Trading in equity securities in MCK (paragraph 6)
Notes:
1. This information is based on (i) responses to questionnaires circulated to the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s Takeover Notice
and (ii) substantial product holder notices filed with NZX.
Name
Disposal or
acquisition
Number of equity
securities acquired or
disposed of
Designation of
equity security
Date
Consideration per
equity security
CDL Hotels Holdings
New Zealand Limited
Acquisition5,273,937Ordinary shares 29 October 2024$1.73
Schedule 3: Ownership of equity securities of CDLHH NZ and its related companies
(other than MCK) – Directors, Senior Managers and their associates (paragraph 8.1)
Notes:
1. This information is taken from (i) responses to questionnaires circulated to the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s Takeover
Notice (ii) New Zealand Companies Office records and (iii) information set out in Schedule 1 of the Offer Document.
2. City Developments Limited is the ultimate holding company of CDLHH NZ. It ultimately controls the shares in CDLHH NZ, through the following wholly-owned
subsidiaries: Singapura Developments (Private) Limited, Agapier Investments Limited, Reach Across International Limited, Millennium & Copthorne Hotels
Limited, M&C Asia Holdings (UK) Limited, M&C Hospitality Holdings (Asia) Limited, M&C Hotel Enterprises (Asia) Limited, Hong Leong Hotels Pte. Ltd. and First
2000 Limited.
3. The percentage numbers are rounded to two decimal places.
NameDescription
Company in which
securities are held or
controlled
Designation of
equity security
Number of equity
securities held or
controlled
Percentage of total
number of equity
securities of class
First 2000 Limited
Associate of a
Director
(Eik Sheng Kwek
and Kevin Hangchi)
CDL Hotels Holdings
New Zealand Limited
– shares held
Ordinary Shares54,221100%
City Developments
Limited
Associate of
a Director
(Eik Sheng Kwek
and Kevin Hangchi)
CDL Hotels Holdings
New Zealand Limited
– shares controlled
Ordinary Shares54,221100%
Kevin HangchiDirector
City Developments
Limited
Ordinary Shares50,0000.01%
Kevin HangchiDirector
City Developments
Limited
Preference Shares24,0600.01%
Kevin HangchiDirector
Hong Leong Investment
Holdings PTE Limited
Ordinary Shares5180.37%
SNB Harrison
Family Trust
Associate of
a Director
(Stuart Harrison)
CDL Investments
New Zealand Limited
Ordinary Shares21,0060.00%

35
Schedule 4: Ownership of equity securities of CDLHH NZ
and its related companies – MCK (paragraph 8.2)
Company in which equity securities are
held or controlled
Designation of equity security
Number of equity
securities held or
controlled
Percentage of total
number of equity
securities of class
CDL Investments
New Zealand Limited
Ordinary Shares190,591,29765.31%
Millennium & Copthorne NZ LimitedOrdinary Shares100100.00%
CDL Land New Zealand LimitedOrdinary Shares1,008,60065.31%
All Seasons Hotels
and Resorts Limited
Ordinary Shares100100.00%
Context Securities LimitedOrdinary Shares11,364100.00%
KIN Holdings LimitedRedeemable Preference Shares4,268,708100.00%
KIN Holdings LimitedOrdinary Shares1000100.00%
Kingsgate International Corporation LimitedOrdinary Shares61,128,784100.00%
Kingsgate Hotels LimitedOrdinary Shares100100.00%
Quantum LimitedOrdinary Shares40,833,818100.00%
Hospitality Group LimitedOrdinary Shares69,999,172100.00%
Hospitality Leases LimitedOrdinary Shares27,130,654100.00%
Hospitality Services LimitedOrdinary Shares3,000,002100.00%
Mayfair Luxury Hotels LimitedOrdinary Shares17,623100.00%
MCKOrdinary Shares99,5470.00%
QINZ (Anzac Avenue) Limited
Non-participating Redeemable Preference
shares
23,783,196100.00%
QINZ (Anzac Avenue) LimitedOrdinary Shares100100.00%
Kingsgate Hotels and Resorts LimitedOrdinary Shares100100.00%
Kingsgate Holdings Pty LimitedOrdinary Shares5,300,002100.00%
Kingsgate Hotel Pty LimitedOrdinary Shares2100.00%
Kingsgate Investments Pty LimitedOrdinary Shares35,000,002100.00%
Millennium & Copthorne Hotels Pty LimitedOrdinary Shares10100.00%
Hotelcorp New Zealand Pty LimitedOrdinary Shares25,191,867100.00%
Marquee Brisbane Hotel Pty LimitedOrdinary Shares150.00%
Marquee Brisbane Hotel Pty 2 LimitedOrdinary Shares150.00%
Marquee Hotel Holdings Pty LimitedOrdinary Shares250.00%
Marquee Hotel Operations Pty LimitedOrdinary Shares150.00%
Notes:
1. This information is taken from (i) responses to questionnaires circulated to the Directors and Senior Managers
by MCK after receipt of CDLHH NZ’s Takeover Notice or (ii) which was otherwise provided by MCK management.
2. MCK holds the 99,547 Ordinary Shares in MCK as treasury stock.
3. The percentage numbers are rounded to two decimal places.
SCHEDULES 1–5
SCHEDULES 1–5

36MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
Part A – Kevin Hangchi (Director of MCK)
Name of entityPosition
CDLHH NZDirector
KIN Holdings LimitedDirector
SCHEDULES 1–5 (CONTINUED)
Name of entityPosition
KIN Holdings LimitedDirector
Quantum LimitedDirector
All Seasons Hotels and Resorts LtdDirector
Context Securities LimitedDirector
Kingsgate Hotels LimitedDirector
Kingsgate International Corporation LimitedDirector
Hospitality Group LimitedDirector
Mayfair Luxury Hotels LimitedDirector
Kingsgate Hotels and Resorts LimitedDirector
QINZ (Anzac Avenue) LimitedDirector
Hospitality Leases LimitedDirector
Hospitality Services LimitedDirector
Millennium & Copthorne NZ LimitedDirector
Part B – Stuart Harrison (Director of MCK)
Name of entityPosition
CDL Land New Zealand LimitedDirector
Hospitality Services LimitedSenior Manager
Part C – Takeshi Ito (Senior Manager of MCK)
Name of entityPosition
Quantum LimitedDirector
Millennium & Copthorne NZ LimitedDirector
All Seasons Hotels and Resorts LimitedDirector
Context Securities LimitedDirector
Mayfair Luxury Hotels LimitedDirector
Kingsgate Hotels and Resorts LimitedDirector
QINZ (Anzac Avenue) LimitedDirector
Kingsgate Hotels LimitedDirector
Hospitality Leases LimitedDirector
Hospitality Services LimitedDirector
Kingsgate International Corporation LimitedDirector
Kingsgate Holdings Pty LimitedDirector
Kingsgate Investments Pty LimitedDirector
Millennium & Copthorne Hotels Pty LimitedDirector
Hotelcorp New Zealand Pty LimitedDirector
Hospitality Services LimitedSenior Manager
Part D – Anand Rambhai (Senior Manager of MCK)
Part E – Kenneth Orr (Senior Manager of MCK)
Name of entityPosition
Quantum LimitedDirector
Hospitality Group LimitedDirector
Hospitality Services LimitedDirector
Part F – Louise Borton (Senior Manager of MCK)
Name of entityPosition
Hospitality Services LimitedSenior Manager
Part G – Brendan Davies (Senior Manager of MCK)
Name of entityPosition
Hospitality Services LimitedSenior Manager
Schedule 5: Directors and Senior Managers’
roles in related companies of CDLHH NZ
Part H – Nathan Kruger (Senior Manager of MCK)
Name of entityPosition
Hospitality Services LimitedSenior Manager
Part I – Lisa Maclean (Senior Manager of MCK)
Name of entityPosition
Hospitality Services LimitedSenior Manager
Part J – Josie Wilson (Senior Manager of MCK)
Name of entityPosition
Hospitality Services LimitedSenior Manager
Part K – Melanie Beattie (Senior Manager of MCK)
Name of entityPosition
Hospitality Services LimitedSenior Manager
Part L – Eik Sheng Kwek (Director of MCK)
Name of entityPosition
125 OBS (Nominees 1) LimitedDirector
125 OBS (Nominees 2) LimitedDirector
125 OBS GP LimitedDirector
58 High Street Pty LtdDirector
Actas Holdings Pte. Ltd.Director
Adelanto Investments Pte. Ltd.Director
Allinvest Holding Pte LtdDirector
Allsgate Properties LimitedDirector
Alphagate Holdings LimitedDirector
Androgate Properties LimitedDirector
Aquarius Properties Pte. Ltd.Director
Archyield LimitedDirector
Ascent View Holdings Pte. Ltd.Director
Aster Land Development Pte LtdDirector
Aston Properties Pte LtdDirector
Atlasgate SG Holdings Pte. Ltd.Director
Atlasgate UK Holdings LimitedDirector
Atlasgate UK Properties LimitedDirector
ATOS Holding GmbHDirector
Baynes Investments Pte LtdDirector
Beaumont Properties LimitedDirector
Beijing Fortune Hotel Co., Ltd.Director
Bellevue Properties Pte. Ltd.Director
Bestro Holdings LimitedDirector
Bloomshine Holdings LimitedDirector

37
BOP Luxembourg (125 OBS) 2 S.à r.l.Director
Branbury Investments LtdDirector
Bravogate Holdings S.à r.l.Director
Bridge North LimitedDirector
Camborne Developments Pte LtdDirector
Canterbury Riverside OpCo LimitedDirector
Canterbury Riverside Propco LimitedDirector
Canvey Developments Pte. Ltd.Director
CDL Ace Pte. Ltd.Director
CDL Acquisitions Pte. Ltd.Director
CDL Aquila Pte. Ltd.Director
CDL Australia Holdings Pty LtdDirector
CDL Centroid Pte. Ltd.Director
CDL CityInd Pte. Ltd.Director
CDL Cityscape Pte. Ltd.Director
CDL Commercial REIT Management Pte. Ltd.Director
CDL Conservo Pte. Ltd.Director
CDL Constellation Pte. Ltd.Director
CDL Crestview Holdings Pte. Ltd.Director
CDL Crown REIT Management Pte. Ltd.Director
CDL Entertainment & Leisure Pte LtdDirector
CDL Evergreen Pte. Ltd.Director
CDL Galliard Grand GP LimitedDirector
CDLHH NZDirector
CDL Hotels (Chelsea) LimitedDirector
CDL Hotels (Korea) Ltd.Director
CDL Hotels (Malaysia) Sdn. Bhd.Director
CDL Hotels (U.K.) LimitedDirector
CDL Hotels Australia Holdings (SG) Pte. Ltd.Director
CDL Hotels Australia Holdings Pty LtdDirector
CDL Hotels Japan Pte. Ltd.Director
CDL Infinity Pte. Ltd.Director
CDL Investments New Zealand LimitedDirector
CDL Kingtse Pte. Ltd.Director
CDL Land Pte LtdDirector
CDL Libra Commercial Pte. Ltd.Director
CDL Libra Pte. Ltd.Director
CDL Management Services Pte. Ltd.Director
CDL Netherlands Investments B.V.Director
CDL Pavona Pte. Ltd.Director
CDL Pegasus Pte. Ltd.Director
CDL Perseus Pte. Ltd.Director
CDL Pisces Commercial Pte. Ltd.Director
CDL Pisces Serviced Residences Pte. Ltd.Director
CDL Pro Star Development Pty LtdDirector
CDL Properties B.V.Director
CDL Queensray Pte. Ltd.Director
CDL Real Estate Asset Managers Pte. Ltd.Director
CDL Real Estate Investment Managers Pte. Ltd.Director
CDL Regulus Pte. Ltd.Director
CDL Sakura Pte. Ltd.Director
CDL Shanghai Holdings Pte. Ltd.Director
CDL-Suzhou Investment Pte LtdDirector
Central Mall Pte LtdDirector
Centro Investment Holding Pte. Ltd.Director
Centro Property Holding Pte. Ltd.Director
Chalon Heritage Hotel Holdings SASSenior Manager
Chalon Haritage Hotel SNCSenior Manager
Chania Holdings LimitedDirector
Chestnut Avenue Developments Pte. Ltd.Director
City Apex Pte. Ltd.Director
City Bonsai Pte. Ltd.Director
City Boost Pte. Ltd.Director
City Century Pte. Ltd.Director
City Condominiums Pte LtdDirector
City Connected Communities Pte. Ltd.Director
City Delta Pte. Ltd.Director
City Developments Investments Pte. Ltd.Director
City Developments Realty LimitedDirector
City Elite Pte LtdDirector
City Gemini Pte. Ltd.Director
City Grand Investments LimitedDirector
City Hotels Pte. Ltd.Director
City Ikonik Pte. Ltd.Director
City Leo Pte. Ltd.Director
City Lux Pte. Ltd.Director
City Montage Pte. Ltd.Director
City Oasis Pte. Ltd.Director
City Orchard Pte. Ltd.Director
City Platinum Holdings Pte. Ltd.Director
City REIT Management Pte. Ltd.Director
City Resyde Pte. Ltd.Director
City Sceptre Investments Pte. Ltd.Director
City Serviced Offices Pte. Ltd.Director
City Sol Luna Holdings Pte. Ltd.Director
City Sol Pte. Ltd.Director
City Strategic Equity Pte. Ltd.Director
City Sunshine Holdings Pte. Ltd.Director
City Symphony Pte. Ltd.Director
City Thrive Pte. Ltd.Director
Citydev Real Estate (Singapore) Pte LtdDirector
Citydev Venture Holdings LimitedDirector
CityNexus (UK) LimitedDirector
CityNexus Pte. Ltd.Director
Cityview Place Holdings Pte. Ltd.Director
Cityzens Development Pte. Ltd.Director
Copthorne (Nominees) LimitedDirector
Copthorne Aberdeen LimitedDirector
Copthorne Hotel (Birmingham) LimitedDirector
Copthorne Hotel (Cardiff) LimitedDirector
Copthorne Hotel (Effingham Park) LimitedDirector
Copthorne Hotel (Gatwick) LimitedDirector
Copthorne Hotel (Manchester) LimitedDirector
Copthorne Hotel (Merry Hill) Construction LimitedDirector
Copthorne Hotel (Merry Hill) LimitedDirector
Copthorne Hotel (Newcastle) LimitedDirector
Copthorne Hotel (Plymouth) LimitedDirector
Copthorne Hotel (Slough) LimitedDirector
SCHEDULES 1–5
SCHEDULES 1–5

38MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED | TARGET COMPANY STATEMENT 2025
SCHEDULES 1–5 (CONTINUED)
Copthorne Hotel Holdings LimitedDirector
Copthorne Hotels LimitedDirector
Copthorne Orchid Hotel Singapore Pte LtdDirector
Copthorne Orchid Penang Sdn. Bhd.Director
Crescent View Developments Pte. Ltd.Director
Name of entityPosition
Delfi One Investments Pte. Ltd.Director
Delfi Three Investments Pte. Ltd.Director
Delfi Two Investments Pte. Ltd.Director
Diplomat Hotel Holding LimitedDirector
EastWest Portfolio Pte. Ltd.Director
Easy Thrive Ventures LimitedDirector
Educado Company LimitedDirector
Elite Hotel Management Services Pte. Ltd.Director
Ellinois Management Services Pte. Ltd.Director
Euroform (S) Pte. LimitedDirector
Fergurson Hotel Holdings LimitedDirector
Fergurson Investment Corp.Director
Finite Properties Investment LimitedDirector
First Platinum Holdings Pte. Ltd.Director
Five Star Assurance, Inc.Director
Freshview Developments Pte. Ltd.Director
Friars Road Manco LimitedDirector
GHL CDL Morden LimitedDirector
Glades Properties Pte. Ltd.Director
Grand Plaza Hotel Corporation*Director
Grande Strategic Pte. Ltd.Director
Grange 100 Pte. Ltd.Director
Granmil Holdings Pte LtdDirector
Greystand Holdings LimitedDirector
Guan Realty (Private) LimitedDirector
Harbour Land CorporationDirector
Harbour View Hotel Pte LtdDirector
Harrow Entertainment Pte LtdDirector
Heritage Pro International LimitedDirector
Highline Holdings LimitedDirector
Highline Investments GP LimitedDirector
Highline Properties GP LimitedDirector
Hoko Fitzroy Pty LtdDirector
Hoko Kenmore Pty LtdDirector
Hoko Macaulay Pty LtdDirector
Hoko Mina Pty LtdDirector
Hoko Spencer Pty LtdDirector
Hoko Toowong Pty LtdDirector
Hong Bee Hardware Company, Sdn. BerhadDirector
Hong Leong Enterprises Pte. Ltd.Director
Hong Leong FoundationDirector
Hong Leong Hotel Development LimitedDirector
Hong Leong International Hotel
(Singapore) Pte. Ltd.
Director
Hong Leong Properties Pte. LimitedDirector
Hospitality Holdings Pte. Ltd.Director
Hospitality Ventures Pte. Ltd.Director
Hotel Liverpool LimitedDirector
Hotel Liverpool Management LimitedDirector
HSRE Crosslane (Coventry) LimitedDirector
HSRE Crosslane (Leeds) LimitedDirector
Part L – Eik Sheng Kwek (Director of MCK) (continued)
HSU JV Holdco LimitedDirector
HThree City Jade Pte. Ltd.Director
Iconique Tokutei Mokuteki KaishaDirector
Infinity Properties LimitedDirector
Iselin LimitedDirector
Island Glades Developments Pte. Ltd.Director
Jayland Properties LimitedDirector
Keygate Holdings LimitedDirector
King's Tanglin Shopping Pte. Ltd.Director
Kwek Holdings Pte LtdDirector
Kwek Hong Png Investment Pte. Ltd.Director
Landco Properties LimitedDirector
Le Grove Management Pte LtdDirector
Legend Commercial Pte. Ltd.Director
Legend Commercial Trustee Pte. Ltd.Director
Legend Investment Holdings Pte. Ltd.Director
Legend Quay Pte. Ltd.Director
Lightspark Holdings Limited
(In Members' voluntary liquidation)
Director
Lingo Enterprises LimitedDirector
Lingo Enterprises Limited, Singapore BranchDirector
London Britannia Hotel LimitedDirector
London Tara Hotel LimitedDirector
Lukestone Properties LimitedDirector
M & C (CB) LimitedDirector
M & C (CD) LimitedDirector
M & C Finance (1) LimitedDirector
M & C Management Holdings LimitedDirector
M & C NZ LimitedDirector
M & C Reservations Services LimitedDirector
M&C Asia Finance (UK) LimitedDirector
M&C Asia Holdings (UK) LimitedDirector
M&C Business Trust Management Limited (as
trustee-manager of CDL Hospitality Business Trust
which is stapled together with CDL Hospitality Real
Estate Investment Trust as CDL Hospitality Trusts*)
Director
M&C Capital Pte. Ltd.Director
M&C Galiant Holdings LimitedDirector
M&C Holdings (Thailand) Ltd.Director
M&C Hotel Investments Pte. Ltd.Director
M&C Hotels France Management SARLSenior Manager
M&C Hotels France SASSenior Manager
M&C Hotels Holdings Japan Pte. Ltd.Director
M&C Hotels Holdings LimitedDirector
M&C Hotels Holdings USA LimitedDirector
M&C Hotels Japan Pte. Ltd.Director
M&C New York Finance (UK) LimitedDirector
M&C REIT Management Limited
(as manager of CDL Hospitality Real Estate
Investment Trust which is stapled together
with CDL Hospitality Business Trust as CDL
Hospitality Trusts*)
Director
M&C Restaurants (London) LimitedDirector
M&C Sakura Holdings Pte. Ltd.Director
M&C Sakura Hotel Pte. Ltd.Director
M&C Sakura TMKDirector
M&C Singapore Finance (UK) LimitedDirector
M&C Singapore Holdings (UK) LimitedDirector
M&C Sponsorship LimitedDirector
Marquee Brisbane Hotel Pty LimitedDirector

39
Marquee Brisbane Hotel 2 Pty LimitedDirector
Marquee Hotel Holdings Pty LimitedDirector
Max Office (SKD) General Partner LimitedDirector
Melvale Holdings LimitedDirector
Millennium & Copthorne
(Austrian Holdings) Limited
Director
Millennium & Copthorne (Jersey Holdings) LimitedDirector
Millennium & Copthorne Hotels LimitedDirector
Millennium & Copthorne Hotels Management
(Shanghai) Limited
Director
Millennium & Copthorne International LimitedDirector
Millennium & Copthorne Share Trustees LimitedDirector
Millennium Hotel Holdings EMEA LimitedDirector
Millennium Hotels & Resorts Services LimitedDirector
Millennium Hotels (West London) LimitedDirector
Millennium Hotels (West London) Management
Limited
Director
Millennium Hotels Europe Holdings LimitedDirector
Millennium Hotels Italy Holdings s.r.l.Director
Millennium Hotels LimitedDirector
Millennium Hotels London LimitedDirector
Millennium Hotels Palace Management s.r.l.Director
Millennium Hotels Property s.r.l.Director
Morden Wharf LimitedDirector
Mount V Development Pte. Ltd.
Alternate
Director
MPG St Katharine Finance LimitedDirector
MPG St Katharine GP LimitedDirector
MPG St Katharine LimitedDirector
MPG St Katharine LP LimitedDirector
MPG St Katharine Nominee LimitedDirector
MPG St Katharine Nominee Two LimitedDirector
New Bath Court (Opco) LimitedDirector
New Bath Court LimitedDirector
New Empire Investments Pte. Ltd.Director
New Unity Holdings Ltd.Director
New Vista Realty Pte. Ltd.Director
Newbury Investments Pte LtdDirector
Newmarket Property Holdings LimitedDirector
Northgate Investments LimitedDirector
Novel Developments Pte. Ltd.Director
Palmerston Holdings Sdn. Bhd.Director
Paradise Investments LimitedDirector
Pavo Properties Pte. Ltd.Director
Pinenorth Properties LimitedDirector
Qaiser Holdings LimitedDirector
Queensway Hotel Holdings LimitedDirector
Queensway Hotel LimitedDirector
Rainbow North LimitedDirector
Redvale Developments Pte. Ltd.Director
Redvale Investments Pte. Ltd.Director
Redvale Properties Pte. Ltd.Director
Rehi Normanby Pty LtdDirector
Republic Hotels & Resorts LimitedDirector
Republic Iconic Hotel Pte. Ltd.Director
Republic Plaza City Club (Singapore) Pte LtdDirector
Reselton Properties LimitedDirector
Richmond Hotel Pte LtdDirector
Richview Holdings Pte LtdDirector
Rogo Investments Pte. Ltd.Director
Rogo Realty CorporationDirector
Scentview Holding LimitedDirector
Scottsdale Properties Pte. Ltd.Director
Serangoon Green Pte. Ltd.Director
Siena Commercial Development Pte. Ltd.Director
Siena Residential Development Pte. Ltd.Director
Siena Trustee Pte. Ltd.Director
Silkparc Holdings LimitedDirector
Singapura Developments (Private) LimitedDirector
SKD Marina LimitedDirector
SKIL Four LimitedDirector
SKIL Three LimitedDirector
Sonic Investment Pte. Ltd.Director
South Beach Consortium Pte. Ltd.
Alternate
Director
South Beach International Hotel
Management Pte. Ltd.
Director
Southwaters Investment Pte. Ltd.Director
Sparkland Holdings Pte. Ltd.Director
Summervale Properties Pte. Ltd.Director
Summit Vistas Pte. Ltd.Director
Sunmaster Holdings Pte. Ltd.Director
Sunny Vista Developments Pte. Ltd.Director
Sunshine Plaza Pte LtdDirector
Sycamore House Manco LimitedDirector
Tara Hotels Deutschland GmbH
(In members’ voluntary liquidation)
Director
TC Development Pte. Ltd.Director
The Philippine Fund LimitedDirector
TOSCAP LimitedDirector
Treasure Realm LimitedDirector
Trentwell Management Pte. Ltd.Director
Trentworth Properties LimitedDirector
Ventagrand Holdings Limited
(In members’ voluntary liquidation)
Director
Verwood Holdings Pte. Ltd.Director
Vinemont Investments Pte. Ltd.Director
Welland Investments LimitedDirector
White City Investments LimitedDirector
Whitehall Holdings LimitedDirector
Zatrio Pte LtdDirector
Notes:
1. This information is taken from responses to questionnaires circulated to
the Directors and Senior Managers by MCK after receipt of CDLHH NZ’s
Takeover Notice.
SCHEDULES 1–5
SCHEDULES 1–5

40MILLENNIUM w COPTHORNE HOTELS NEW ZEALAND LIMITED t TARGET COMPANY STATEMENT 2025

4141
APPENDIX:
INDEPENDENT
ADVISER’S REPORT
Left: The Cabana at M Social Auckland.
APPENDIX: INDEPENDENT ADVISER’S REPORT

Statement of Independence
Northington Partners Limited confirms that it:
- Has no conflict of interest that could affect its ability to provide an unbiased report; and
- Has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report,
including any success or contingency fee or remuneration, other than to receive the cash fee for
providing this report.
Northington Partners Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Panel, that it is independent under the Takeovers Code.
Millennium & Copthorne Hotels New
Zealand Limited
Independent Adviser’s Report
Prepared in relation to the Full Takeover Offer by CDL Hotels Holdings New
Zealand Limited


Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 2
Table of Contents
Table of Contents
1.0 Executive Summary .................................................................................................................................... 4
1.1. Introduction ................................................................................................................................................ 4
1.2. Summary of the Takeover Offer ................................................................................................................ 4
1.3. Requirements of the Takeovers Code ....................................................................................................... 4
1.4. Basis of Evaluation .................................................................................................................................... 5
1.5. Summary of our Assessment of the Merits of the Offer ............................................................................ 5
1.6. Acceptance or Rejection of the Offer......................................................................................................... 6
2.0 Industry Overview ....................................................................................................................................... 7
2.1. NZ Hotel Sector Overview ......................................................................................................................... 7
2.2. Key Industry Drivers .................................................................................................................................. 7
2.3. Hotel Sector Performance ....................................................................................................................... 10
2.4. Hotel Industry Outlook ............................................................................................................................. 11
2.5. Residential Property Market .................................................................................................................... 12
3.0 Profile of MCK ............................................................................................................................................ 14
3.1. Overview of the Company ....................................................................................................................... 14
3.2. MCK Hotels Portfolio ............................................................................................................................... 14
3.3. CDL Investments ..................................................................................................................................... 16
3.4. Capital Structure and Ownership ............................................................................................................. 17
3.5. Share Price Performance ........................................................................................................................ 17
3.6. Share Liquidity ......................................................................................................................................... 18
3.7. Summary Financial Results ..................................................................................................................... 19
3.8. Market Value of Properties ...................................................................................................................... 22
3.9. Outlook .................................................................................................................................................... 24
4.0 Valuation of MCK ....................................................................................................................................... 26
4.1. Valuation Methodology ............................................................................................................................ 26
4.2. Treatment of Redeemable Preference Shares ........................................................................................ 27
4.3. FY25 Earnings Budget ............................................................................................................................ 28
4.4. Going Concern Value .............................................................................................................................. 29
4.5. Wind-up Value ......................................................................................................................................... 33
4.6. Valuation Conclusion ............................................................................................................................... 35
5.0 Assessment of the Merits of the Offer ..................................................................................................... 36
5.1. Comparison of the Offer Price to our Assessed Value of MCK ............................................................... 36
5.2. Consequences for Minority Shareholders if the Offer is not Successful ................................................. 36
5.3. Outcomes if the Offer is Successful ........................................................................................................ 37
5.4. Ability to Exit at Known Price
................................................................................................................... 37
Appendix 1. Sources of Information Used in this Report ....................................................................... 38
Appendix 2. Declarations, Qualifications and Consents ........................................................................ 39
Appendix 3. MCK Property Portfolio Market Valuation Details .............................................................. 41
Appendix 4. Comparable Companies and Transactions ........................................................................ 42


Cover photo supplied by Millennium & Copthorne Hotels NZ Limited: M Social Hotel Auckland

Statement of Independence
Northington Partners Limited confirms that it:
- Has no conflict of interest that could affect its ability to provide an unbiased report; and
- Has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report,
including any success or contingency fee or remuneration, other than to receive the cash fee for
providing this report.
Northington Partners Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Panel, that it is independent under the Takeovers Code.
Millennium & Copthorne Hotels New
Zealand Limited
Independent Adviser’s Report
Prepared in relation to the Full Takeover Offer by CDL Hotels Holdings New
Zealand Limited


Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 2
Table of Contents
Table of Contents
1.0 Executive Summary .................................................................................................................................... 4
1.1. Introduction ................................................................................................................................................ 4
1.2. Summary of the Takeover Offer ................................................................................................................ 4
1.3. Requirements of the Takeovers Code ....................................................................................................... 4
1.4. Basis of Evaluation .................................................................................................................................... 5
1.5. Summary of our Assessment of the Merits of the Offer ............................................................................ 5
1.6. Acceptance or Rejection of the Offer......................................................................................................... 6
2.0 Industry Overview ....................................................................................................................................... 7
2.1. NZ Hotel Sector Overview ......................................................................................................................... 7
2.2. Key Industry Drivers .................................................................................................................................. 7
2.3. Hotel Sector Performance ....................................................................................................................... 10
2.4. Hotel Industry Outlook ............................................................................................................................. 11
2.5. Residential Property Market .................................................................................................................... 12
3.0 Profile of MCK ............................................................................................................................................ 14
3.1. Overview of the Company ....................................................................................................................... 14
3.2. MCK Hotels Portfolio ............................................................................................................................... 14
3.3. CDL Investments ..................................................................................................................................... 16
3.4. Capital Structure and Ownership ............................................................................................................. 17
3.5. Share Price Performance ........................................................................................................................ 17
3.6. Share Liquidity ......................................................................................................................................... 18
3.7. Summary Financial Results ..................................................................................................................... 19
3.8. Market Value of Properties ...................................................................................................................... 22
3.9. Outlook .................................................................................................................................................... 24
4.0 Valuation of MCK ....................................................................................................................................... 26
4.1. Valuation Methodology ............................................................................................................................ 26
4.2. Treatment of Redeemable Preference Shares ........................................................................................ 27
4.3. FY25 Earnings Budget ............................................................................................................................ 28
4.4. Going Concern Value .............................................................................................................................. 29
4.5. Wind-up Value ......................................................................................................................................... 33
4.6. Valuation Conclusion ............................................................................................................................... 35
5.0 Assessment of the Merits of the Offer ..................................................................................................... 36
5.1. Comparison of the Offer Price to our Assessed Value of MCK ............................................................... 36
5.2. Consequences for Minority Shareholders if the Offer is not Successful ................................................. 36
5.3. Outcomes if the Offer is Successful ........................................................................................................ 37
5.4. Ability to Exit at Known Price ................................................................................................................... 37
Appendix 1. Sources of Information Used in this Report .......................................................................
38
Appendix 2. Declarations, Qualifications and Consents ........................................................................ 39
Appendix 3. MCK Property Portfolio Market Valuation Details .............................................................. 41
Appendix 4. Comparable Companies and Transactions ........................................................................ 42


Cover photo supplied by Millennium & Copthorne Hotels NZ Limited: M Social Hotel Auckland

APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 3
Table of Contents
Abbreviations and Definitions
ADR Average Daily Rate
CDI CDL Investments New Zealand Limited
CDL CDL Hotels Holdings New Zealand Limited, a subsidiary of CDL Singapore
Stock Exchange listed City Developments Limited
Code The Takeovers Code
Company MCK
EV Enterprise Value
FY In relation to MCK, financial year ending 31 December
IAR This independent adviser report prepared by Northington Partners
MCK Millennium & Copthorne Hotels New Zealand Limited
NAV Net asset value per share
NCI Non-controlling interests
Non-associated Shareholders Shareholders who are neither the Offeror nor Associates of the Offeror
Northington Partners Northington Partners Limited
NZ Hotels MCK’s owned and operated hotels in New Zealand as well as franchised
hotels
NZX NZX Limited
Offer The offer to purchase all of the fully paid ordinary shares in MCK not already
held by the Offeror, at NZ$2.25, dated 10 February 2025
Offeror CDL
RevPAR Revenue per available room
RPS Redeemable Preference Shares
Sofitel Brisbane JV 50% shareholding in Marquee Hotel Holdings Pty Limited, which owns the
Sofitel Brisbane Central Hotel
Surplus Land MCK’s surplus land adjacent to four hotels (Queenstown, Te Anau,
Palmerston North and Rotorua) and a land site acquired in Whangarei in 2024
for a future hotel development
Sydney Apartments Unsold residential units, commercial suites, carspaces and storage cages at
the Zenith Residences apartment complex located at 82-94 Darlinghurst Road
Potts Point NSW 2011, Australia
VWAP Volume-Weighted Average Price


Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 4
Executive Summary
1.0 Executive Summary
1.1. Introduction
Millennium & Copthorne Hotels New Zealand Limited (“MCK” or the “Company”) is an NZX-listed
hotel owner and operator. MCK operates 19 hotels based in New Zealand under the Millennium,
Grand Millennium, M Social, Copthorne and Kingsgate brands. MCK is also the majority 65.3%
shareholder in NZX-listed commercial and residential property developer CDL Investments New
Zealand Limited (“CDI”) and has property interests in Australia including apartments in Sydney and a
50% ownership interest in the Sofitel Brisbane Central.
CDL Hotels Holdings New Zealand Limited ("CDL" or the “Offeror”) is MCK’s majority shareholder,
currently owning 75.86% of the ordinary shares on issue. On 20 January 2025, CDL gave notice of its
intention to make a full takeover offer for all of the fully paid ordinary shares in MCK not already held
by CDL (the “Offer”). The price for MCK shares under the Offer was set at $2.25 per share (“Offer
Price”), with the Offer open for acceptances until 5:00pm on 8 May 2025 (unless extended in
accordance with the Code).
MCK has also issued approximately 52 million redeemable preference shares which are listed on the
NZX Main Board (the “RPS”). The RPS are not covered under the Code and are accordingly not
included in the Offer. As such, this report does not provide a view on the value of the RPS.
1.2. Summary of the Takeover Offer
The key terms of the Offer are summarised as follows:
- The Offer is to acquire the 24.14% of ordinary MCK shares that CDL does not already own at
a cash price of NZ$2.25 per share;
- The Offer opened for acceptances on 10 February 2025 and will close at 5:00pm on 8 May
2025 (unless it is extended in accordance with the Code);
- The Offer is subject to several conditions (which can be waived, in whole or part, by CDL at
its discretion), including:
• that CDL receives acceptances which will result in it holding or controlling 90% or
more of the voting rights in MCK (“Minimum Acceptance Condition”);
• CDL obtains consent under the Overseas Investment Act 2005 and the Overseas
Investment Regulations 2005; and
• that a range of certain events or circumstances have not occurred at the time the
Offer is declared unconditional.
The latest date that the Offer can be declared unconditional is 6 June 2025 (unless the Offer
is extended prior); and
- Payment for the shares will be made in cash no later than five working days after the later of
the date on which the Offer acceptance is received, the date on which the Offer is declared
unconditional, or the initial Offer closing date.
1.3. Requirements of the Takeovers Code
MCK is a “Code Company” for the purposes of the Code. The Offer and the Company’s response to
the Offer must therefore comply with the provisions set out in the Code.
Rule 21 of the Code requires that the directors of MCK must obtain a report from an independent
adviser on the merits of the Offer. The Company’s Independent Directors requested Northington
Partners Limited (“Northington Partners”) to prepare the independent adviser’s report required by
Rule 21 of the Code, and our appointment was subsequently approved by the Takeovers Panel.

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 3
Table of Contents
Abbreviations and Definitions
ADR Average Daily Rate
CDI CDL Investments New Zealand Limited
CDL CDL Hotels Holdings New Zealand Limited, a subsidiary of CDL Singapore
Stock Exchange listed City Developments Limited
Code The Takeovers Code
Company MCK
EV Enterprise Value
FY In relation to MCK, financial year ending 31 December
IAR This independent adviser report prepared by Northington Partners
MCK Millennium & Copthorne Hotels New Zealand Limited
NAV Net asset value per share
NCI Non-controlling interests
Non-associated Shareholders Shareholders who are neither the Offeror nor Associates of the Offeror
Northington Partners Northington Partners Limited
NZ Hotels MCK’s owned and operated hotels in New Zealand as well as franchised
hotels
NZX NZX Limited
Offer The offer to purchase all of the fully paid ordinary shares in MCK not already
held by the Offeror, at NZ$2.25, dated 10 February 2025
Offeror CDL
RevPAR Revenue per available room
RPS Redeemable Preference Shares
Sofitel Brisbane JV 50% shareholding in Marquee Hotel Holdings Pty Limited, which owns the
Sofitel Brisbane Central Hotel
Surplus Land MCK’s surplus land adjacent to four hotels (Queenstown, Te Anau,
Palmerston North and Rotorua) and a land site acquired in Whangarei in 2024
for a future hotel development
Sydney Apartments Unsold residential units, commercial suites, carspaces and storage cages at
the Zenith Residences apartment complex located at 82-94 Darlinghurst Road
Potts Point NSW 2011, Australia
VWAP Volume-Weighted Average Price


Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 4
Executive Summary
1.0 Executive Summary
1.1. Introduction
Millennium & Copthorne Hotels New Zealand Limited (“MCK” or the “Company”) is an NZX-listed
hotel owner and operator. MCK operates 19 hotels based in New Zealand under the Millennium,
Grand Millennium, M Social, Copthorne and Kingsgate brands. MCK is also the majority 65.3%
shareholder in NZX-listed commercial and residential property developer CDL Investments New
Zealand Limited (“CDI”) and has property interests in Australia including apartments in Sydney and a
50% ownership interest in the Sofitel Brisbane Central.
CDL Hotels Holdings New Zealand Limited ("CDL" or the “Offeror”) is MCK’s majority shareholder,
currently owning 75.86% of the ordinary shares on issue. On 20 January 2025, CDL gave notice of its
intention to make a full takeover offer for all of the fully paid ordinary shares in MCK not already held
by CDL (the “Offer”). The price for MCK shares under the Offer was set at $2.25 per share (“Offer
Price”), with the Offer open for acceptances until 5:00pm on 8 May 2025 (unless extended in
accordance with the Code).
MCK has also issued approximately 52 million redeemable preference shares which are listed on the
NZX Main Board (the “RPS”). The RPS are not covered under the Code and are accordingly not
included in the Offer. As such, this report does not provide a view on the value of the RPS.
1.2. Summary of the Takeover Offer
The key terms of the Offer are summarised as follows:
- The Offer is to acquire the 24.14% of ordinary MCK shares that CDL does not already own at
a cash price of NZ$2.25 per share;
- The Offer opened for acceptances on 10 February 2025 and will close at 5:00pm on 8 May
2025 (unless it is extended in accordance with the Code);
- The Offer is subject to several conditions (which can be waived, in whole or part, by CDL at
its discretion), including:
• that CDL receives acceptances which will result in it holding or controlling 90% or
more of the voting rights in MCK (“Minimum Acceptance Condition”);
• CDL obtains consent under the Overseas Investment Act 2005 and the Overseas
Investment Regulations 2005; and
• that a range of certain events or circumstances have not occurred at the time the
Offer is declared unconditional.
The latest date that the Offer can be declared unconditional is 6 June 2025 (unless the Offer
is extended prior); and
- Payment for the shares will be made in cash no later than five working days after the later of
the date on which the Offer acceptance is received, the date on which the Offer is declared
unconditional, or the initial Offer closing date.
1.3. Requirements of the Takeovers Code
MCK is a “Code Company” for the purposes of the Code. The Offer and the Company’s response to
the Offer must therefore comply with the provisions set out in the Code.
Rule 21 of the Code requires that the directors of MCK must obtain a report from an independent
adviser on the merits of the Offer. The Company’s Independent Directors requested Northington
Partners Limited (“Northington Partners”) to prepare the independent adviser’s report required by
Rule 21 of the Code, and our appointment was subsequently approved by the Takeovers Panel.
APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 5
Executive Summary
This report will accompany the Target Company Statement to be sent to all MCK shareholders and
sets out our opinion on the merits of the Offer. This report should not be used for any other purpose
and should be read in conjunction with the declarations, qualifications and consents set out in
Appendix 2.
1.4. Basis of Evaluation
The exact meaning of the word “merits” is not prescribed in the Code and there is no well accepted,
authoritative New Zealand reference that clearly establishes what should be considered when
assessing the merits of a takeover offer. Although the Takeovers Panel has published a guidance
note about the role of an Independent Adviser, it has been careful not to limit the scope of the
assessment and states that the relevant factors which should be taken into consideration will depend
on the features of the proposed transaction as well as the prevailing circumstances of the parties
involved. However, the Takeovers Panel suggests that a merits assessment is broader than a
valuation assessment and will include other positive and negative aspects of a transaction.
We have assessed the merits of the Offer by taking into account the following factors:
- Our estimate of the underlying value range for 100% of the ordinary shares in MCK;
- A comparison of our estimated value range to the Offer Price;
- The prospects, attractiveness and risk profile of the Company;
- The current level of liquidity for MCK’s shares and other potential opportunities that shareholders
may have to sell shares in the future; and
- Any other advantages or disadvantages for MCK shareholders of accepting or rejecting the Offer.
1.5. Summary of our Assessment of the Merits of the Offer
Our full assessment of the merits of the Offer for MCK’s shareholders is set out in Section 5.0. A
summary is presented below in Table 1.
Table 1: Summary of Merits of the Offer
Item Key Conclusions Further
Information
Value of the
Offer
- We have valued 100% of the equity in MCK in a range between
$696.2 million and $791.1 million, which corresponds to a value of
$4.40 to $5.00 per share. This is based on our assessment of the fair
market value of MCK both as a going concern and via the potential
orderly realisation of assets through a wind-up and liquidation of the
Company.
- As shown below in Figure 1, the mid-point of our assessed value
range ($4.70 per share) is more than double the Offer Price of $2.25.
Even allowing for a reasonable margin of error in relation to our
valuation, we conclude that the Offer significantly undervalues the
Company.
Figure 1: Comparison of Offer Price to Assessed Value Range

Sources: Northington Partners; NZX; Offer.
1
NZX traded price represents the VWAP
of ordinary shares during the 20 days prior to the Offer announcement.
Sections 4
and 5
$4.40
$5.00
$4.70
$1.75
$2.25
$-
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
$7.00
LowHighMidTraded
Price
(NZX)
Offer
Price
1
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 6
Executive Summary
Item Key Conclusions Further
Information
- Our valuation range excludes potential synergy and strategic benefits
from 100% ownership of MCK. These are expected to be material and
provide additional value benefit to CDL.

Consequences
for Minority
Shareholders if
the Offer is not
Successful
- If the Offer conditions are not fully satisfied or waived by CDL, the
Offer will lapse and MCK will continue to operate in its current form.
Key consequences for minority shareholders under this scenario
include the following:
o CDL has stated its intention is to make no significant changes to
the business or its strategy. That includes evaluating “business
decisions using criteria that are oriented towards long-term
sustainability”, which we interpret to mean that distributions
would remain at the current low level.
o We expect that the low level of liquidity for MCK shares would
continue and minority shareholders will have limited ability to sell
their MCK shares on market for the foreseeable future.
o The MCK shares are likely to continue to trade at a significant
discount to our assessed value range because of the lack of
liquidity and ongoing minority discount attributed to small share
parcels.
- However, in the event that this Offer is unsuccessful, we believe that
CDL will remain motivated to reach the 90% ownership level needed to
utilise the compulsory acquisition provisions of the Code. One of those
options is to make a further takeover offer at a higher price (or to
increase the price for the current Offer, pursuant to the terms of the
Code).
Section 5
Other
Considerations
in Respect of
the Offer
- In our view, the likelihood of an alternative takeover offer emerging for
MCK from a party other than CDL is extremely low. As CDL already
controls 75.9% of the voting rights in the Company, any alternative
takeover offer would require CDL’s support.
- Because there is no certainty that CDL will make a new offer (or
improve the price under the current Offer), some shareholders may
see the Offer as an opportunity to fully exit their investment in MCK at
a known price (without brokerage costs).
- As discussed above, MCK shares are highly illiquid and will remain so
if the Offer is unsuccessful. Given the uncertainties relating to the
share price and market liquidity after the Offer has closed, some
shareholders may accept a price lower than the perceived value of the
shares in return for a certain exit.
Section 5
1.6. Acceptance or Rejection of the Offer
This report represents one source of information that MCK shareholders may wish to consider when
forming their own view on whether to accept or reject the Offer. It is not possible to contemplate all
shareholders’ personal circumstances or investment objectives and our assessment is therefore
general in nature. The appropriate course of action for each shareholder is dependent on their own
unique situation. If appropriate, shareholders should consult their own professional adviser(s).

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 5
Executive Summary
This report will accompany the Target Company Statement to be sent to all MCK shareholders and
sets out our opinion on the merits of the Offer. This report should not be used for any other purpose
and should be read in conjunction with the declarations, qualifications and consents set out in
Appendix 2.
1.4. Basis of Evaluation
The exact meaning of the word “merits” is not prescribed in the Code and there is no well accepted,
authoritative New Zealand reference that clearly establishes what should be considered when
assessing the merits of a takeover offer. Although the Takeovers Panel has published a guidance
note about the role of an Independent Adviser, it has been careful not to limit the scope of the
assessment and states that the relevant factors which should be taken into consideration will depend
on the features of the proposed transaction as well as the prevailing circumstances of the parties
involved. However, the Takeovers Panel suggests that a merits assessment is broader than a
valuation assessment and will include other positive and negative aspects of a transaction.
We have assessed the merits of the Offer by taking into account the following factors:
- Our estimate of the underlying value range for 100% of the ordinary shares in MCK;
- A comparison of our estimated value range to the Offer Price;
- The prospects, attractiveness and risk profile of the Company;
- The current level of liquidity for MCK’s shares and other potential opportunities that shareholders
may have to sell shares in the future; and
- Any other advantages or disadvantages for MCK shareholders of accepting or rejecting the Offer.
1.5. Summary of our Assessment of the Merits of the Offer
Our full assessment of the merits of the Offer for MCK’s shareholders is set out in Section 5.0. A
summary is presented below in Table 1.
Table 1: Summary of Merits of the Offer
Item Key Conclusions Further
Information
Value of the
Offer
- We have valued 100% of the equity in MCK in a range between
$696.2 million and $791.1 million, which corresponds to a value of
$4.40 to $5.00 per share. This is based on our assessment of the fair
market value of MCK both as a going concern and via the potential
orderly realisation of assets through a wind-up and liquidation of the
Company.
- As shown below in Figure 1, the mid-point of our assessed value
range ($4.70 per share) is more than double the Offer Price of $2.25.
Even allowing for a reasonable margin of error in relation to our
valuation, we conclude that the Offer significantly undervalues the
Company.
Figure 1: Comparison of Offer Price to Assessed Value Range

Sources: Northington Partners; NZX; Offer.
1
NZX traded price represents the VWAP
of ordinary shares during the 20 days prior to the Offer announcement.
Sections 4
and 5
$4.40
$5.00
$4.70
$1.75
$2.25
$-
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
$7.00
LowHighMidTraded
Price
(NZX)
Offer
Price
1
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 6
Executive Summary
Item Key Conclusions Further
Information
- Our valuation range excludes potential synergy and strategic benefits
from 100% ownership of MCK. These are expected to be material and
provide additional value benefit to CDL.

Consequences
for Minority
Shareholders if
the Offer is not
Successful
- If the Offer conditions are not fully satisfied or waived by CDL, the
Offer will lapse and MCK will continue to operate in its current form.
Key consequences for minority shareholders under this scenario
include the following:
o CDL has stated its intention is to make no significant changes to
the business or its strategy. That includes evaluating “business
decisions using criteria that are oriented towards long-term
sustainability”, which we interpret to mean that distributions
would remain at the current low level.
o We expect that the low level of liquidity for MCK shares would
continue and minority shareholders will have limited ability to sell
their MCK shares on market for the foreseeable future.
o The MCK shares are likely to continue to trade at a significant
discount to our assessed value range because of the lack of
liquidity and ongoing minority discount attributed to small share
parcels.
- However, in the event that this Offer is unsuccessful, we believe that
CDL will remain motivated to reach the 90% ownership level needed to
utilise the compulsory acquisition provisions of the Code. One of those
options is to make a further takeover offer at a higher price (or to
increase the price for the current Offer, pursuant to the terms of the
Code).
Section 5
Other
Considerations
in Respect of
the Offer
- In our view, the likelihood of an alternative takeover offer emerging for
MCK from a party other than CDL is extremely low. As CDL already
controls 75.9% of the voting rights in the Company, any alternative
takeover offer would require CDL’s support.
- Because there is no certainty that CDL will make a new offer (or
improve the price under the current Offer), some shareholders may
see the Offer as an opportunity to fully exit their investment in MCK at
a known price (without brokerage costs).
- As discussed above, MCK shares are highly illiquid and will remain so
if the Offer is unsuccessful. Given the uncertainties relating to the
share price and market liquidity after the Offer has closed, some
shareholders may accept a price lower than the perceived value of the
shares in return for a certain exit.
Section 5
1.6. Acceptance or Rejection of the Offer
This report represents one source of information that MCK shareholders may wish to consider when
forming their own view on whether to accept or reject the Offer. It is not possible to contemplate all
shareholders’ personal circumstances or investment objectives and our assessment is therefore
general in nature. The appropriate course of action for each shareholder is dependent on their own
unique situation. If appropriate, shareholders should consult their own professional adviser(s).

APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 7
Industry Overview
2.0 Industry Overview
2.1. NZ Hotel Sector Overview
New Zealand’s accommodation sector is made up of hotels, motels, backpackers, non-traditional
accommodation (home sharing / AirBnb), and holiday parks and campgrounds. MCK only participates
in the hotel sector. The New Zealand hotel sector predominantly serves both domestic and international
travellers, travelling for either tourism or business purposes.
Within the hotel sector, New Zealand has an inventory of approximately 35,000 hotel rooms. Table 2
below details the 10 largest hotel chains in New Zealand as of July 2023 and highlights that MCK is the
second largest operator in the sector (at that time).
Table 2: New Zealand Hotel Market Share by Operator (by Number of Rooms as of July 2023)
Rank Operator Rooms Estimated Market Share %
1 Accor 5,641 16.0%
2 MCK 2,396 6.8%
3 IHG Hotels & Resorts 2,161 6.1%
4 Ascott International Management 1,845 5.2%
5 EVT Hospitality & Entertainment 1,879 5.3%
6 Scenic Hotel Group 1,422 4.0%
7 Distinction Hotels 1,345 3.8%
8 Wyndham Hotels & Resorts 1,359 3.9%
9 Sudima Hotels 1,153 3.3%
10 Hilton Worldwide 1,039 2.9%
Source: Horwath HTL. Operator rooms by chain group (including managed and franchised) as of the assessed date (July 2023).
Current room numbers may differ.
Hotel operators in New Zealand include major global chains such as Accor and Hilton which
predominantly operate in major urban centres, catering to international and corporate travellers.
Alongside these, domestic hotel chains (such as Scenic, Distinction, and Sudima) serve a wider range
of regions including secondary cities and popular tourist destinations, offering accommodation tailored
to local demand. Additionally, a diverse network of smaller independent hotels provides unique,
boutique or budget-friendly options.
More than half of the hotels in New Zealand have fewer than 50 rooms
1
. Approximately 80% of these
smaller hotels are unbranded with independent operators. Branded operators tend to operate larger
hotels and although they represent a smaller portion of hotels by number, they supply approximately
two thirds of the available room supply with an average room size of over 100 rooms per property.
Given the prevalence of small properties, many international brands seek out affiliations, franchise
agreements or management opportunities with existing hotels. MCK is relatively unique in New Zealand
because it generally owns and manages the hotels within its portfolio of brands.
2.2. Key Industry Drivers
The hotel sector serves both domestic and international travellers. With a relatively small population of
~5.2 million people, the performance of the New Zealand hotel sector is highly dependent on
international visitor arrivals. Historically, international travellers contributed circa 50% of New Zealand’s
total hotel room nights.

1
Horwath HTL Hotels & Chains Report 2023
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 8
Industry Overview
As shown in Figure 2, the Covid-19 pandemic severely impacted travel to New Zealand. International
visitor numbers have since recovered but are yet to reach pre-pandemic levels of ~3.9m arrivals that
were achieved in 2019.
Figure 2: New Zealand International Visitor Arrivals (000s per month)
Source: StatsNZ Visitor Arrivals.
Whilst international visitor numbers have recovered to ~84% of their pre-pandemic levels, this has
largely been driven by a strong recovery of those visiting friends and family. The recovery in the key
hotel related markets of tourism and business has been slower, at circa 79% and 61% respectively as
demonstrated in the subsequent sections below.
2.2.1. International Visitors by Country
Figure 3 provides a summary of international visitor arrivals into New Zealand by country of origin for
the 2016 – 2019 period (broadly pre-Covid) and the subsequent period to the end of 2024.
Figure 3: International Visitor Arrivals – Country of Residence (000s per annum)
Source: StatsNZ Visitor Arrivals.
Australia is by far New Zealand’s most significant source of international arrivals with approximately
1.5m arrivals in 2019 (40% of total arrivals). The 2024 arrivals from Australia have recovered to ~88%
of 2019 levels and remains New Zealand’s key inbound tourism market. Australians have historically
visited for holiday purposes (~40%), to visit friends or family (~40%), or for business purposes (~10%).
Other key markets include the USA, China, Asia (ex-China) and Europe:
− Visitors from the USA have recovered to near pre-pandemic levels, although business travel
from the USA remains 35% down.
− China’s prolonged pandemic response and slow easing of travel restrictions served to delay the
recovery in Chinese tourist numbers. Globally, Chinese tourist activity remains ~15% down on
pre-pandemic levels, but the recovery to travel to New Zealand has been slower with arrivals
0
100
200
300
400
500
600
Jan-15Jan-16Jan-17Jan-18Jan-19Jan-20Jan-21Jan-22Jan-23Jan-24
Vistor ArrivalsSeasonally Adjusted
1,409
1,472
1,495
1,538
360
160
829
1,258
1,358
3,494
3,723
3,858
3,888
996
207
1,434
2,957
3,263
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
201620172018201920202021202220232024
USAAmericas less USAOceania less AusOtherAustraliaChinaAsia less ChinaEurope

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 7
Industry Overview
2.0 Industry Overview
2.1. NZ Hotel Sector Overview
New Zealand’s accommodation sector is made up of hotels, motels, backpackers, non-traditional
accommodation (home sharing / AirBnb), and holiday parks and campgrounds. MCK only participates
in the hotel sector. The New Zealand hotel sector predominantly serves both domestic and international
travellers, travelling for either tourism or business purposes.
Within the hotel sector, New Zealand has an inventory of approximately 35,000 hotel rooms. Table 2
below details the 10 largest hotel chains in New Zealand as of July 2023 and highlights that MCK is the
second largest operator in the sector (at that time).
Table 2: New Zealand Hotel Market Share by Operator (by Number of Rooms as of July 2023)
Rank Operator Rooms Estimated Market Share %
1 Accor 5,641 16.0%
2 MCK 2,396 6.8%
3 IHG Hotels & Resorts 2,161 6.1%
4 Ascott International Management 1,845 5.2%
5 EVT Hospitality & Entertainment 1,879 5.3%
6 Scenic Hotel Group 1,422 4.0%
7 Distinction Hotels 1,345 3.8%
8 Wyndham Hotels & Resorts 1,359 3.9%
9 Sudima Hotels 1,153 3.3%
10 Hilton Worldwide 1,039 2.9%
Source: Horwath HTL. Operator rooms by chain group (including managed and franchised) as of the assessed date (July 2023).
Current room numbers may differ.
Hotel operators in New Zealand include major global chains such as Accor and Hilton which
predominantly operate in major urban centres, catering to international and corporate travellers.
Alongside these, domestic hotel chains (such as Scenic, Distinction, and Sudima) serve a wider range
of regions including secondary cities and popular tourist destinations, offering accommodation tailored
to local demand. Additionally, a diverse network of smaller independent hotels provides unique,
boutique or budget-friendly options.
More than half of the hotels in New Zealand have fewer than 50 rooms
1
. Approximately 80% of these
smaller hotels are unbranded with independent operators. Branded operators tend to operate larger
hotels and although they represent a smaller portion of hotels by number, they supply approximately
two thirds of the available room supply with an average room size of over 100 rooms per property.
Given the prevalence of small properties, many international brands seek out affiliations, franchise
agreements or management opportunities with existing hotels. MCK is relatively unique in New Zealand
because it generally owns and manages the hotels within its portfolio of brands.
2.2. Key Industry Drivers
The hotel sector serves both domestic and international travellers. With a relatively small population of
~5.2 million people, the performance of the New Zealand hotel sector is highly dependent on
international visitor arrivals. Historically, international travellers contributed circa 50% of New Zealand’s
total hotel room nights.

1
Horwath HTL Hotels & Chains Report 2023
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 8
Industry Overview
As shown in Figure 2, the Covid-19 pandemic severely impacted travel to New Zealand. International
visitor numbers have since recovered but are yet to reach pre-pandemic levels of ~3.9m arrivals that
were achieved in 2019.
Figure 2: New Zealand International Visitor Arrivals (000s per month)
Source: StatsNZ Visitor Arrivals.
Whilst international visitor numbers have recovered to ~84% of their pre-pandemic levels, this has
largely been driven by a strong recovery of those visiting friends and family. The recovery in the key
hotel related markets of tourism and business has been slower, at circa 79% and 61% respectively as
demonstrated in the subsequent sections below.
2.2.1. International Visitors by Country
Figure 3 provides a summary of international visitor arrivals into New Zealand by country of origin for
the 2016 – 2019 period (broadly pre-Covid) and the subsequent period to the end of 2024.
Figure 3: International Visitor Arrivals – Country of Residence (000s per annum)
Source: StatsNZ Visitor Arrivals.
Australia is by far New Zealand’s most significant source of international arrivals with approximately
1.5m arrivals in 2019 (40% of total arrivals). The 2024 arrivals from Australia have recovered to ~88%
of 2019 levels and remains New Zealand’s key inbound tourism market. Australians have historically
visited for holiday purposes (~40%), to visit friends or family (~40%), or for business purposes (~10%).
Other key markets include the USA, China, Asia (ex-China) and Europe:
− Visitors from the USA have recovered to near pre-pandemic levels, although business travel
from the USA remains 35% down.
− China’s prolonged pandemic response and slow easing of travel restrictions served to delay the
recovery in Chinese tourist numbers. Globally, Chinese tourist activity remains ~15% down on
pre-pandemic levels, but the recovery to travel to New Zealand has been slower with arrivals
0
100
200
300
400
500
600
Jan-15Jan-16Jan-17Jan-18Jan-19Jan-20Jan-21Jan-22Jan-23Jan-24
Vistor ArrivalsSeasonally Adjusted
1,409
1,472
1,495
1,538
360
160
829
1,258
1,358
3,494
3,723
3,858
3,888
996
207
1,434
2,957
3,263
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
201620172018201920202021202220232024
USAAmericas less USAOceania less AusOtherAustraliaChinaAsia less ChinaEurope
APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 9
Industry Overview
still ~28% below pre-pandemic levels. This is due in part to the pandemic’s impact on
household savings and depreciation of the yuan, leading Chinese travellers to seek out more
budget friendly travel destinations.
− European visitors are down by 140k per annum (25%) compared to pre-pandemic levels. This
is driven by a 85k (28%) reduction in the number of holiday makers and a 20k (45%) reduction
in the number of business travellers.
2.2.2. International Visitors by Purpose
Figure 4 provides a summary of international visitor arrivals into New Zealand by purpose of travel.
Figure 4: International Visitor Arrivals – Purpose of Travel (000s per annum)

Source: StatsNZ Visitor Arrivals.
Tourism travel (holiday/vacation) has historically made up over 50% of international arrivals to New
Zealand but was still slightly lower in 2024 (~48%) and remains ~400k (21%) below pre-pandemic
levels. This reduction is observed across all of New Zealand’s main tourism markets, with the largest
(46%) reduction observed in tourists arriving from China, whilst tourists from Australia and the USA
have largely recovered to be only marginally below pre-pandemic levels.
The reduction in New Zealand tourism activity is at odds with the global tourism market where 2024
global tourism travel was 99% of pre-pandemic levels
2
. This is believed to be due to the significant
increase in travel costs since the pandemic, with tourists becoming more cost-conscious and actively
seeking better value for money. As a high-cost destination and due to the long-travel distances, New
Zealand has faced more headwinds than other international destinations. This has been exacerbated
by staffing issues driven by a tight labour market and a delay in rebuilding the workforce that historically
included many young people holding working holiday visas.
Another major contributor to international arrivals include those visiting for family reasons (~31% of
2024 arrivals). This category has been more immune to Covid-19 compared to business-related and
tourist travel.
2.2.3. Domestic Travellers
Hotel demand from domestic travellers is driven primarily by business travel, leisure and entertainment,
and to a lesser extent, domestic tourism. All of these factors have been impacted by broader domestic
economic conditions and consumer confidence.
Domestic travel experienced a sharp rebound immediately post-pandemic as consumer and business
spending increased, driven by rising wages, pent-up demand, limited international travel opportunities,
strong consumer confidence, and government wage subsidies and broader spending. With borders

2
United Nations World Tourism Organisation – Dec 2024
1,817
1,953
2,021
1,972
515
32
500
1,323
1,564
1,021
1,075
1,098
1,077
289
120
631
976
1,012
3,494
3,723
3,858
3,888
996
207
1,434
2,957
3,263
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
201620172018201920202021202220232024
Holiday/VacationBusinessConventions/Conferences
EducationUnspecified/Not CollectedOther
Visit Friends/Relatives
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 10
Industry Overview
closed, New Zealanders redirected discretionary spending toward domestic tourism, providing a
temporary boost to the sector.
However, this momentum was short-lived as several economic headwinds emerged. As the New
Zealand economy entered a period of slower growth, rising interest rates and higher inflation, business
activity weakened and consumer disposable income levels reduced. This has led to a decline in
corporate travel as companies cut costs and scaled back discretionary spending. Anecdotal evidence
also suggests there may have been a permanent shift in business travel behaviours as the pandemic
transformed the way people work online with less requirement to travel.
Domestic tourism travel has been impacted by the rising cost pressures resulting in reduced or
downgraded travel plans. The re-opening of overseas travel has also resulted in travellers bypassing
New Zealand in favour of holidaying overseas.
While the post-pandemic tourism and economic impacts have largely stabilized, we understand that
domestic travel demand remains significantly lower than during the immediate post-pandemic peak,
and modestly lower than pre-pandemic levels.
2.3. Hotel Sector Performance
Key performance drivers for the hotel sector include hotel occupancy levels (relative to available rooms)
and revenue per bed, usually measured by average daily rate (“ADR”) and revenue per available room
(“RevPAR”) metrics. RevPAR is effectively the same as ADR but reflects overall occupancy levels (i.e.
for a hotel with 100% occupancy, ADR and RevPAR are equal).
Together, the early rebound in domestic travel and the gradual recovery in international travel is
reflected in the total hotel guest nights as shown in Figure 5. Despite international visitor numbers being
down on pre-pandemic levels, hotel guest nights peaked at levels higher than pre-pandemic in late
2023. The continued recovery in international visitors through 2024 replaced the small decrease in
guest nights from domestic travellers and is expected to contribute to increased hotel demand over
2025.
Figure 5: Hotel Guest Nights (000s per month)

Sources: StatsNZ Accommodation Survey (to September 2019), MBIE Accommodation Data Programme (from June 2020).
Improved guest night demand has increased hotel occupancy levels and is a key factor in driving ADRs
and RevPARs as well as supporting the sector in building more rooms (where the demand driven
response is to increase pricing or availability of rooms, including reopening of rooms which may have
been refurbished or closed during the pandemic).
Figure 6 below demonstrates the level of available rooms and hotel occupancy across the New Zealand
hotel sector from 2016 to 2024. This shows that the level of available rooms dropped by approximately
5,000 due to Covid-19 but has since recovered to 2019 levels supported by increasing demand for
rooms. Most of the increased supply has been in the main tourism sectors of Auckland, Queenstown
and Christchurch. Occupancy levels have also increased from as low as ~20% in September 2021 to
~80% in December 2024.
0
200
400
600
800
1,000
1,200
1,400
1,600
201620172018201920202021202220232024
Total guest nights Domestic guest nights International guest nights

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 9
Industry Overview
still ~28% below pre-pandemic levels. This is due in part to the pandemic’s impact on
household savings and depreciation of the yuan, leading Chinese travellers to seek out more
budget friendly travel destinations.
− European visitors are down by 140k per annum (25%) compared to pre-pandemic levels. This
is driven by a 85k (28%) reduction in the number of holiday makers and a 20k (45%) reduction
in the number of business travellers.
2.2.2. International Visitors by Purpose
Figure 4 provides a summary of international visitor arrivals into New Zealand by purpose of travel.
Figure 4: International Visitor Arrivals – Purpose of Travel (000s per annum)

Source: StatsNZ Visitor Arrivals.
Tourism travel (holiday/vacation) has historically made up over 50% of international arrivals to New
Zealand but was still slightly lower in 2024 (~48%) and remains ~400k (21%) below pre-pandemic
levels. This reduction is observed across all of New Zealand’s main tourism markets, with the largest
(46%) reduction observed in tourists arriving from China, whilst tourists from Australia and the USA
have largely recovered to be only marginally below pre-pandemic levels.
The reduction in New Zealand tourism activity is at odds with the global tourism market where 2024
global tourism travel was 99% of pre-pandemic levels
2
. This is believed to be due to the significant
increase in travel costs since the pandemic, with tourists becoming more cost-conscious and actively
seeking better value for money. As a high-cost destination and due to the long-travel distances, New
Zealand has faced more headwinds than other international destinations. This has been exacerbated
by staffing issues driven by a tight labour market and a delay in rebuilding the workforce that historically
included many young people holding working holiday visas.
Another major contributor to international arrivals include those visiting for family reasons (~31% of
2024 arrivals). This category has been more immune to Covid-19 compared to business-related and
tourist travel.
2.2.3. Domestic Travellers
Hotel demand from domestic travellers is driven primarily by business travel, leisure and entertainment,
and to a lesser extent, domestic tourism. All of these factors have been impacted by broader domestic
economic conditions and consumer confidence.
Domestic travel experienced a sharp rebound immediately post-pandemic as consumer and business
spending increased, driven by rising wages, pent-up demand, limited international travel opportunities,
strong consumer confidence, and government wage subsidies and broader spending. With borders

2
United Nations World Tourism Organisation – Dec 2024
1,817
1,953
2,021
1,972
515
32
500
1,323
1,564
1,021
1,075
1,098
1,077
289
120
631
976
1,012
3,494
3,723
3,858
3,888
996
207
1,434
2,957
3,263
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
201620172018201920202021202220232024
Holiday/VacationBusinessConventions/Conferences
EducationUnspecified/Not CollectedOther
Visit Friends/Relatives
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 10
Industry Overview
closed, New Zealanders redirected discretionary spending toward domestic tourism, providing a
temporary boost to the sector.
However, this momentum was short-lived as several economic headwinds emerged. As the New
Zealand economy entered a period of slower growth, rising interest rates and higher inflation, business
activity weakened and consumer disposable income levels reduced. This has led to a decline in
corporate travel as companies cut costs and scaled back discretionary spending. Anecdotal evidence
also suggests there may have been a permanent shift in business travel behaviours as the pandemic
transformed the way people work online with less requirement to travel.
Domestic tourism travel has been impacted by the rising cost pressures resulting in reduced or
downgraded travel plans. The re-opening of overseas travel has also resulted in travellers bypassing
New Zealand in favour of holidaying overseas.
While the post-pandemic tourism and economic impacts have largely stabilized, we understand that
domestic travel demand remains significantly lower than during the immediate post-pandemic peak,
and modestly lower than pre-pandemic levels.
2.3. Hotel Sector Performance
Key performance drivers for the hotel sector include hotel occupancy levels (relative to available rooms)
and revenue per bed, usually measured by average daily rate (“ADR”) and revenue per available room
(“RevPAR”) metrics. RevPAR is effectively the same as ADR but reflects overall occupancy levels (i.e.
for a hotel with 100% occupancy, ADR and RevPAR are equal).
Together, the early rebound in domestic travel and the gradual recovery in international travel is
reflected in the total hotel guest nights as shown in Figure 5. Despite international visitor numbers being
down on pre-pandemic levels, hotel guest nights peaked at levels higher than pre-pandemic in late
2023. The continued recovery in international visitors through 2024 replaced the small decrease in
guest nights from domestic travellers and is expected to contribute to increased hotel demand over
2025.
Figure 5: Hotel Guest Nights (000s per month)

Sources: StatsNZ Accommodation Survey (to September 2019), MBIE Accommodation Data Programme (from June 2020).
Improved guest night demand has increased hotel occupancy levels and is a key factor in driving ADRs
and RevPARs as well as supporting the sector in building more rooms (where the demand driven
response is to increase pricing or availability of rooms, including reopening of rooms which may have
been refurbished or closed during the pandemic).
Figure 6 below demonstrates the level of available rooms and hotel occupancy across the New Zealand
hotel sector from 2016 to 2024. This shows that the level of available rooms dropped by approximately
5,000 due to Covid-19 but has since recovered to 2019 levels supported by increasing demand for
rooms. Most of the increased supply has been in the main tourism sectors of Auckland, Queenstown
and Christchurch. Occupancy levels have also increased from as low as ~20% in September 2021 to
~80% in December 2024.
0
200
400
600
800
1,000
1,200
1,400
1,600
201620172018201920202021202220232024
Total guest nights Domestic guest nights International guest nights
APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 11
Industry Overview
Figure 6: National Hotel Room Availability and Occupancy

Sources: StatsNZ Accommodation Survey (to September 2019), MBIE Accommodation Data Programme (from June 2020).
As shown in Figure 7, the impact of reduced demand in the early stage of the pandemic recovery can
be observed in the ADR charged by hotels and the changes in RevPAR. While hotels have since
increased ADRs in response to increased demand and cost pressures, RevPAR was only marginally
above 2019 levels in 2023 ($158 vs $155). This reflects that 2023 occupancy was still ~69% relative to
81% in 2019. We also note that while ADR and RevPAR have recovered to be above pre-pandemic
levels, significant cost increases mean that profitability per bed remains significantly lower.
Figure 7: New Zealand Hotel Occupancy and Revenue

Source: Hotel Data New Zealand
2.4. Hotel Industry Outlook
The outlook for the New Zealand hotel sector remains positive on the back of an expected recovery in
international tourist arrivals and broader economic recovery which should support improved disposable
income levels and business travel. While there is increasing confidence in the sector outlook, it remains
susceptible to external shocks and any deterioration in the domestic and international economy.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
201620172018201920202021202220232024
Number of stay units (lhs)Occupancy rate (rhs)
$193
$195
$168
$173
$228
$155
$94 $94
$78
$158
0%
20%
40%
60%
80%
100%
$-
$50
$100
$150
$200
$250
20192020202120222023
ADR (NZ$)RevPAR (NZ$)Occupancy (%)
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 12
Industry Overview
Figure 8: International Visitor Arrivals (Million) – Actuals and TECNZ Forecast

Source: StatsNZ Visitor Arrivals, TECNZ International Arrivals Forecast January 2025.
Figure 8 highlights forecast international tourism arrivals are expected to recover to pre-pandemic
levels by 2027. This is expected to be supported by the recovery in key markets including Australia,
China, the USA and Europe.
Domestic tourism and business travel is also expected to support growing demand for hotel rooms
driven by stabilising costs, the expected easing in interest rates and the consequent improvement in
disposable incomes. This trend is also expected to be supported by increasing number of international
artists playing at New Zealand stadia, the opening of the Christchurch stadium and increasing levels of
convention centre demand.
Increased confidence in the sector has also been demonstrated through the construction of new hotels
or expansion of existing hotels (including MCK’s refurbishment and release of additional rooms in the
last 2 years). Much of the new room supply since 2019 has been driven by the large global operators
including IHG and Wyndham as well as Sudima.
2.5. Residential Property Market
CDI’s business has no exposure to the New Zealand hotel market. Its performance and earnings are
influenced by the residential property market, particularly the market for new homes in residential
subdivisions. The key factors driving the residential property market largely relate to domestic economic
factors including population growth, interest rates, employment and income levels, the availability of
credit (influenced by bank lending restrictions such as loan to value ratios) and the costs of building a
new home.
Recent trends for some of these economic indicators are summarised in Figure 9. These show that
while house construction cost growth has exceeded income growth over the last 10 years, near 0%
interest rates were a key contributor to the increased investment in section sales and new homes (and
house prices) post Covid-19. Other factors which impact on new section sales include the availability of
land, zoning changes (i.e. rural to residential) and council consenting.


0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
Mar-18Mar-19Mar-20Mar-21Mar-22Mar-23Mar-24Mar-25Mar-26Mar-27
Millions

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 11
Industry Overview
Figure 6: National Hotel Room Availability and Occupancy

Sources: StatsNZ Accommodation Survey (to September 2019), MBIE Accommodation Data Programme (from June 2020).
As shown in Figure 7, the impact of reduced demand in the early stage of the pandemic recovery can
be observed in the ADR charged by hotels and the changes in RevPAR. While hotels have since
increased ADRs in response to increased demand and cost pressures, RevPAR was only marginally
above 2019 levels in 2023 ($158 vs $155). This reflects that 2023 occupancy was still ~69% relative to
81% in 2019. We also note that while ADR and RevPAR have recovered to be above pre-pandemic
levels, significant cost increases mean that profitability per bed remains significantly lower.
Figure 7: New Zealand Hotel Occupancy and Revenue

Source: Hotel Data New Zealand
2.4. Hotel Industry Outlook
The outlook for the New Zealand hotel sector remains positive on the back of an expected recovery in
international tourist arrivals and broader economic recovery which should support improved disposable
income levels and business travel. While there is increasing confidence in the sector outlook, it remains
susceptible to external shocks and any deterioration in the domestic and international economy.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
201620172018201920202021202220232024
Number of stay units (lhs)Occupancy rate (rhs)
$193
$195
$168
$173
$228
$155
$94 $94
$78
$158
0%
20%
40%
60%
80%
100%
$-
$50
$100
$150
$200
$250
20192020202120222023
ADR (NZ$)RevPAR (NZ$)Occupancy (%)
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 12
Industry Overview
Figure 8: International Visitor Arrivals (Million) – Actuals and TECNZ Forecast

Source: StatsNZ Visitor Arrivals, TECNZ International Arrivals Forecast January 2025.
Figure 8 highlights forecast international tourism arrivals are expected to recover to pre-pandemic
levels by 2027. This is expected to be supported by the recovery in key markets including Australia,
China, the USA and Europe.
Domestic tourism and business travel is also expected to support growing demand for hotel rooms
driven by stabilising costs, the expected easing in interest rates and the consequent improvement in
disposable incomes. This trend is also expected to be supported by increasing number of international
artists playing at New Zealand stadia, the opening of the Christchurch stadium and increasing levels of
convention centre demand.
Increased confidence in the sector has also been demonstrated through the construction of new hotels
or expansion of existing hotels (including MCK’s refurbishment and release of additional rooms in the
last 2 years). Much of the new room supply since 2019 has been driven by the large global operators
including IHG and Wyndham as well as Sudima.
2.5. Residential Property Market
CDI’s business has no exposure to the New Zealand hotel market. Its performance and earnings are
influenced by the residential property market, particularly the market for new homes in residential
subdivisions. The key factors driving the residential property market largely relate to domestic economic
factors including population growth, interest rates, employment and income levels, the availability of
credit (influenced by bank lending restrictions such as loan to value ratios) and the costs of building a
new home.
Recent trends for some of these economic indicators are summarised in Figure 9. These show that
while house construction cost growth has exceeded income growth over the last 10 years, near 0%
interest rates were a key contributor to the increased investment in section sales and new homes (and
house prices) post Covid-19. Other factors which impact on new section sales include the availability of
land, zoning changes (i.e. rural to residential) and council consenting.


0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
Mar-18Mar-19Mar-20Mar-21Mar-22Mar-23Mar-24Mar-25Mar-26Mar-27
Millions
APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 13
Industry Overview
Figure 9: Economic Indicators (2014 – 2024)
Household Income Levels
(individual average annual
earnings, $k)
Interest Rates (5-year bank swap
rate)
New Residential Property
Construction Costs ($/sqm)

Source: Stats NZ (quarterly data for household incomes and residential construction costs to Q4 2024), IRESS. Home
construction costs based on council consent data (value and area of consented new homes).

Figure 10 shows the number of historical residential section sales in the key regions in which CDI
operates (Auckland, Canterbury and Waikato) over the last 10 years (by quarter). Key take-outs from
this data include:
− Over 2015 and 2016 section sales in the Auckland region broadly fluctuated between 600 –
900 per quarter while the Canterbury and Waikato regions were around 500 – 700 per quarter.
Section sales in all regions slowed over the 2017 – 2019 period with Auckland around 500 –
700 and Canterbury and Waikato around the 500 section sales per quarter level;
− The fall-out from Covid-19 generated a significant spike in new residential section sales fuelled
by cheap credit and government stimuli. New residential section sales spiked to over 1,200 in
the 4
th
quarter of 2020 in the Auckland region, over 1,000 in Canterbury and almost 900 in
Waikato; and
− Following the post Covid-19 boom, Canterbury section sales are averaging around 400 per
quarter while Auckland is around 250 per quarter and Waikato sales are around 330 per
quarter, with all regions significantly below pre-2018 levels.

Figure 10: New Zealand Residential Section Sales by Number by Region (Quarterly, 2015 - 2024)

Source: REINZ
The broader outlook for the residential property market remains subdued but is expected to improve
during 2025 following reductions in mortgage interest rates, the stabilisation of construction costs and
growing consumer confidence and income levels.
$40
$45
$50
$55
$60
$65
$70
$75
$80
20142015201620172018201920202021202220232024
0%
1%
2%
3%
4%
5%
6%
20142015201620172018201920202021202220232024
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
20142015201620172018201920202021202220232024
6.4% CAGR
0
200
400
600
800
1000
1200
1400
Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4
2015201620172018201920202021202220232024
Auckland RegionCanterbury RegionWaikato Region
4.3% CAGR
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 14
Profile of MCK
3.0 Profile of MCK
3.1. Overview of the Company
As summarised in Figure 11 below, the Company comprises four key business components:
- MCK:
1. NZ hotel ownership and operation, as well as franchised hotels (“NZ Hotels”)
2. Sofitel Brisbane Joint Venture (“Sofitel Brisbane JV”) and Sydney Zenith apartments
(“Sydney Apartments”).
- CDI:
3. Residential and commercial land development (“CDI Residential Land Development”).
4. Investment property ownership (“CDI Investment Property”).
Figure 11: Simplified Corporate Structure of MCK Group

MCK largely comprises MCK Group’s hotel operations. Hotel operators typically pursue a range of
operating models for the ownership and management of hotels. These models can vary between an
“asset heavy” approach in which the entity owns the real estate and operates the hotel, and an “asset
light” approach in which the hotel operator leases the hotel from the property owner or directly manages
the hotel on another entity’s behalf. The asset light model also extends to operators who franchise their
brand.
MCK predominantly operates an asset heavy model; it owns and manages 15 of its NZ Hotels (noting
Copthorne Bay of Islands is 49% owned and 26 rooms at Copthorne Lakeview are owned by
individuals) with 2 hotels managed and 2 franchised. In addition to the hotel properties, MCK owns
surplus land adjacent to four hotels (Queenstown, Te Anau, Palmerston North and Rotorua) as well as
a new land site acquired in Whangarei in 2024 for future hotel development.
Following the conversion of the former Kingsgate Millennium hotel in Sydney into a mixed use
residential and commercial complex completed in 2006, MCK has been in the process of selling the
apartment units. As of 31 December 2024, MCK owned 22 unsold apartments, 2 commercial suites, 14
carparks and 25 storage cages, with the majority currently being rented.
CDI represents MCK Group’s residential development activities and investment property interests.
3.2. MCK Hotels Portfolio
A summary of MCK’s hotels is set out in Table 3 with a location map presented in Figure 12.
MCK’s hotel strategy is to invest in and manage hotels for income and long-term capital growth. NZ
Hotels comprises 19 hotels with a total of 2,506 rooms while the Sofitel Brisbane has a further 416
rooms. MCK operates under seven different brands (including the recently acquired Sofitel Hotel in
Brisbane). Of these hotels:

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 13
Industry Overview
Figure 9: Economic Indicators (2014 – 2024)
Household Income Levels
(individual average annual
earnings, $k)
Interest Rates (5-year bank swap
rate)
New Residential Property
Construction Costs ($/sqm)

Source: Stats NZ (quarterly data for household incomes and residential construction costs to Q4 2024), IRESS. Home
construction costs based on council consent data (value and area of consented new homes).

Figure 10 shows the number of historical residential section sales in the key regions in which CDI
operates (Auckland, Canterbury and Waikato) over the last 10 years (by quarter). Key take-outs from
this data include:
− Over 2015 and 2016 section sales in the Auckland region broadly fluctuated between 600 –
900 per quarter while the Canterbury and Waikato regions were around 500 – 700 per quarter.
Section sales in all regions slowed over the 2017 – 2019 period with Auckland around 500 –
700 and Canterbury and Waikato around the 500 section sales per quarter level;
− The fall-out from Covid-19 generated a significant spike in new residential section sales fuelled
by cheap credit and government stimuli. New residential section sales spiked to over 1,200 in
the 4
th
quarter of 2020 in the Auckland region, over 1,000 in Canterbury and almost 900 in
Waikato; and
− Following the post Covid-19 boom, Canterbury section sales are averaging around 400 per
quarter while Auckland is around 250 per quarter and Waikato sales are around 330 per
quarter, with all regions significantly below pre-2018 levels.

Figure 10: New Zealand Residential Section Sales by Number by Region (Quarterly, 2015 - 2024)

Source: REINZ
The broader outlook for the residential property market remains subdued but is expected to improve
during 2025 following reductions in mortgage interest rates, the stabilisation of construction costs and
growing consumer confidence and income levels.
$40
$45
$50
$55
$60
$65
$70
$75
$80
20142015201620172018201920202021202220232024
0%
1%
2%
3%
4%
5%
6%
20142015201620172018201920202021202220232024
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
20142015201620172018201920202021202220232024
6.4% CAGR
0
200
400
600
800
1000
1200
1400
Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4Qtr1Qtr2Qtr3Qtr4
2015201620172018201920202021202220232024
Auckland RegionCanterbury RegionWaikato Region
4.3% CAGR
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 14
Profile of MCK
3.0 Profile of MCK
3.1. Overview of the Company
As summarised in Figure 11 below, the Company comprises four key business components:
- MCK:
1. NZ hotel ownership and operation, as well as franchised hotels (“NZ Hotels”)
2. Sofitel Brisbane Joint Venture (“Sofitel Brisbane JV”) and Sydney Zenith apartments
(“Sydney Apartments”).
- CDI:
3. Residential and commercial land development (“CDI Residential Land Development”).
4. Investment property ownership (“CDI Investment Property”).
Figure 11: Simplified Corporate Structure of MCK Group

MCK largely comprises MCK Group’s hotel operations. Hotel operators typically pursue a range of
operating models for the ownership and management of hotels. These models can vary between an
“asset heavy” approach in which the entity owns the real estate and operates the hotel, and an “asset
light” approach in which the hotel operator leases the hotel from the property owner or directly manages
the hotel on another entity’s behalf. The asset light model also extends to operators who franchise their
brand.
MCK predominantly operates an asset heavy model; it owns and manages 15 of its NZ Hotels (noting
Copthorne Bay of Islands is 49% owned and 26 rooms at Copthorne Lakeview are owned by
individuals) with 2 hotels managed and 2 franchised. In addition to the hotel properties, MCK owns
surplus land adjacent to four hotels (Queenstown, Te Anau, Palmerston North and Rotorua) as well as
a new land site acquired in Whangarei in 2024 for future hotel development.
Following the conversion of the former Kingsgate Millennium hotel in Sydney into a mixed use
residential and commercial complex completed in 2006, MCK has been in the process of selling the
apartment units. As of 31 December 2024, MCK owned 22 unsold apartments, 2 commercial suites, 14
carparks and 25 storage cages, with the majority currently being rented.
CDI represents MCK Group’s residential development activities and investment property interests.
3.2. MCK Hotels Portfolio
A summary of MCK’s hotels is set out in Table 3 with a location map presented in Figure 12.
MCK’s hotel strategy is to invest in and manage hotels for income and long-term capital growth. NZ
Hotels comprises 19 hotels with a total of 2,506 rooms while the Sofitel Brisbane has a further 416
rooms. MCK operates under seven different brands (including the recently acquired Sofitel Hotel in
Brisbane). Of these hotels:
APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 15
Profile of MCK
- MCK owns 12 of these hotel properties on a freehold basis with long-term leasehold
agreements on a further 3 properties (Copthorne Auckland, Copthorne Bay of Islands and
Copthorne Greymouth);
- Two hotels are owned and operated by third-parties under franchise arrangements;
- MCK manages two hotels owned by third-parties; and
- The Sofitel Hotel in Brisbane is 50% owned by MCK through a joint-venture and is managed
by the Accor Group.
Table 3: MCK Hotel Portfolio
Location Brand # Rooms Operating Model
Queenstown Copthorne 240 Owned
Rotorua Millennium 228 Owned
Queenstown Millenium 220 Owned
Auckland M Social 190 Owned
Bay of Islands Copthorne 180 49% Owned (JV)
Rotorua Copthorne 58
3
Owned
Wellington Copthorne 118 Owned
Auckland Copthorne 106 Owned
Queenstown Copthorne 85 ~ 64% Owned
Palmerston North Copthorne 76 Owned
Te Anau Kingsgate 69 Owned
Christchurch The Mayfair 67 Owned
Dunedin Kingsgate 55 Owned
Greymouth Copthorne 53 Owned
New Plymouth Millennium 42 Owned

Auckland Grand Millennium 453 Managed
Paihia Kingsgate 113 Managed

Wairarapa Copthorne 102 Franchised
Taupo Millennium 51 Franchised
Total NZ Hotels 2,506

Brisbane Central Sofitel 416 50% Owned (JV)
Sources: MCK Annual Report 2023, website and Company announcements.


3
Although Copthorne Rotorua has 136 rooms available, only 58 are currently utilised.
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 16
Profile of MCK
Figure 12: NZ Hotels Locations


Sources: MCK Annual Report 2023, website and Company Announcements.

3.3. CDL Investments
MCK owns 65.31% of the NZX listed CDL Investments New Zealand Limited (“CDI”). The company is
primarily engaged in the acquisition, development and sale of residential land in New Zealand. In
addition to the primary land development functions, CDI also engages in commercial development and
investment. CDI has operated in New Zealand for nearly 30 years. From 2018-2023, CDI developed
and sold over 900 residential sections and over the last 20 years has completed numerous subdivisions
in Auckland, Hamilton, Tauranga, Hastings, Havelock North, Taupo, Nelson, Christchurch and
Queenstown.
As shown in Figure 13 below, CDI’s residential property development portfolio spans over 280 hectares
across 14 sites. These projects are expected to deliver a total of over 3,000 sections along with up to
19 additional investment properties.

Millenium

M Collection

Copthorne

Kingsgate

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 15
Profile of MCK
- MCK owns 12 of these hotel properties on a freehold basis with long-term leasehold
agreements on a further 3 properties (Copthorne Auckland, Copthorne Bay of Islands and
Copthorne Greymouth);
- Two hotels are owned and operated by third-parties under franchise arrangements;
- MCK manages two hotels owned by third-parties; and
- The Sofitel Hotel in Brisbane is 50% owned by MCK through a joint-venture and is managed
by the Accor Group.
Table 3: MCK Hotel Portfolio
Location Brand # Rooms Operating Model
Queenstown Copthorne 240 Owned
Rotorua Millennium 228 Owned
Queenstown Millenium 220 Owned
Auckland M Social 190 Owned
Bay of Islands Copthorne 180 49% Owned (JV)
Rotorua Copthorne 58
3
Owned
Wellington Copthorne 118 Owned
Auckland Copthorne 106 Owned
Queenstown Copthorne 85 ~ 64% Owned
Palmerston North Copthorne 76 Owned
Te Anau Kingsgate 69 Owned
Christchurch The Mayfair 67 Owned
Dunedin Kingsgate 55 Owned
Greymouth Copthorne 53 Owned
New Plymouth Millennium 42 Owned

Auckland Grand Millennium 453 Managed
Paihia Kingsgate 113 Managed

Wairarapa Copthorne 102 Franchised
Taupo Millennium 51 Franchised
Total NZ Hotels 2,506

Brisbane Central Sofitel 416 50% Owned (JV)
Sources: MCK Annual Report 2023, website and Company announcements.


3
Although Copthorne Rotorua has 136 rooms available, only 58 are currently utilised.
Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 16
Profile of MCK
Figure 12: NZ Hotels Locations

Sources: MCK Annual Report 2023, website and Company Announcements.

3.3. CDL Investments
MCK owns 65.31% of the NZX listed CDL Investments New Zealand Limited (“CDI”). The company is
primarily engaged in the acquisition, development and sale of residential land in New Zealand. In
addition to the primary land development functions, CDI also engages in commercial development and
investment. CDI has operated in New Zealand for nearly 30 years. From 2018-2023, CDI developed
and sold over 900 residential sections and over the last 20 years has completed numerous subdivisions
in Auckland, Hamilton, Tauranga, Hastings, Havelock North, Taupo, Nelson, Christchurch and
Queenstown.
As shown in Figure 13 below, CDI’s residential property development portfolio spans over 280 hectares
across 14 sites. These projects are expected to deliver a total of over 3,000 sections along with up to
19 additional investment properties.

Millenium

M Collection

Copthorne

Kingsgate
APPENDIX: INDEPENDENT ADVISER’S REPORT

Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 17
Profile of MCK
Figure 13: CDI Residential Development Portfolio

Source: CDI annual results and property searches.
CDI’s income is highly dependent on the overall residential property market, although EBITDA from
property development activities was greater than $40m per annum in the five years to FY22. With a
weakening property market, FY23 property sales slowed to less than one third of FY21 sales, resulting
in EBITDA of $13.7m from development activities.
CDI aims to diversify its revenue and earnings beyond the residential property market through the
development and ownership of commercial properties. In 2023, rental income from its two warehouses
and two retail spaces totalled $2.5 million, accounting for nearly 8% of the company’s total revenue.
CDI holds significant cash reserves and no debt.
3.4. Capital Structure and Ownership
MCK currently has 105,478,743 ordinary shares on issue, of which CDL currently holds 75.86%. There
are no other substantial security holders (those with a beneficial interest of 5% or more).
MCK has also issued 52,739,543 non-voting RPS, with CDL currently holding 91.34%. The RPS rank
equally with ordinary shares with respect to all distributions made by the Company (including without
limitation, to dividend payments) except for any distributions made in the context of a liquidation of the
Company (see Section 4.2 for further information on the RPS).
MCK has historically maintained a conservative debt profile, funding its growth primarily through
retained earnings and cash reserves. In recent years, the company has actively reduced its debt, with
total Group net cash of $38m as of 31 December 2024 (although the MCK has subsequently drawn
debt to fund the $31.9m purchase of Mayfair Christchurch).
3.5. Share Price Performance
Figure 14 illustrates MCK’s share price performance for the period between 1 January 2022 and 3
February 2025. As at 17 January 2025 (prior to CDL’s announcement of the Offer), MCK’s share price
was $1.80, representing a 52% discount to reported NAV of $3.46 per share as of 31 December 2024.
Hawkes Bay
Arataki
Iona


Hamilton
R2 Growth Cell
(Puketaha)

Christchurch / Rolleston
Prestons Park
Worsleys Road
Stonebrook
Wairakei Road
Nelson
Lucas Terrace
Highland Drive

Auckland
Roscommon Road
Hobsonville Road


Millennium & Copthorne Hotels New Zealand Limited – Independent Adviser’s Report Page | 18
Profile of MCK
Figure 14: MCK Share Price and associated trading volume (1 Jan 2022 to 3 Feb 2025)
Sources: CapitalIQ. Note: Volume excludes the 5.27 m shares purchased by the Offeror on 29 October 2024.
3.6. Share Liquidity
With over 75% of the outstanding MCK ordinary shares and over 90% of the RPS held by CDL, the
shares on issue in MCK are thinly traded and have poor liquidity.
The trading volume for MCK’s ordinary shares over a number of periods is summarised in Table 4.
Average daily volume in all of the selected periods is very low, ranging between about 1,860 and 6,300
shares per day. The total number of shares traded over the last year (~761k) represents less than 1%
of the total shares on issue and ~3% of the free-float shares (excluding CDL’s shareholding). Bid-ask
spreads have also averaged $0.06, or approximately 3% of the share price since January 2022.
This low liquidity will be a large deterrent to institutional investors and larger market participants, as
executing large trades without significantly moving the share price is likely to be difficult. The absence
of active institutional investors and the limited presence of engaged investors is evident in the lack of
analyst coverage, even when adjusting for market capitalisation.
Table 4: Share Trading History for MCK Ordinary Shares (to 17 January 2025)
30 Days 3 Month 1 Year 3 Year
Total Volume 37,133 317,494 761,097 4,728,244
Average Daily Volume 1,857 5,121 3,020 6,296
Volume as % of free float shares
(excluding CDL shareholding)
0.1% 1.2% 3.0% 18.6%
VWAP $1.75 $1.81 $1.80 $2.00
High Price $1.90 $1.90 $1.95 $2.57
Low Price $1.70 $1.70 $1.66 $1.66
Sources: CapitalIQ. Note: Volume excludes the 5.27m shares purchased by the Offeror on 29 October 2024. Free float shares based
on current shares on issue excluding CDL’s shareholding.




-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
$1.00
$1.50
$2.00
$2.50
$3.00
Jan-22Jul-22Jan-23Jul-23Jan-24Jul-24Jan-25
Volume (rhs)Share Price (lhs)