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CDI FY2024 Annual Report

Full Year Results27 March 2025CDIReal Estate

ANNUAL
REPORT

2024

Iona Block, Havelock North

2 | CDL Investments New Zealand Limited
2024 FINANCIAL SUMMARY3

CHAIR'S REVIEW4

CHIEF EXECUTIVE OFFICER'S REVIEW5

RESIDENTIAL 2024 SNAPSHOT6

COMMERCIAL 2024 SNAPSHOT7

BOARD OF DIRECTORS8

CDL TEAM9

CORPORATE GOVERNANCE S TAT EM EN T10–17

SUSTAINABILITY GOVERNANCE

AND STRATEGY

18–21

OUTLINE OF MATERIAL RISKS22–23

FINANCIAL STATEMENTS CONTENTS24

FINANCIAL S TAT EM EN T S25–45

INDEPENDENT AUDITOR'S REPORT46–49

REGULATORY DISCLOSURES

AND STATUTORY INFORMATION

50–57

SUBDIVISION LOCATION MAP58

CORPORATE DIRECTORY59

The Directors of CDL Investments New Zealand Limited are pleased to present

the Annual Report of the Company for the year ended 31 December 2024.

Signed for and on behalf of the Board of Directors:

DESLEIGH JAMESON

BOARD CHAIR

28 March 2025

JOHN HENDERSON

INDEPENDENT DIRECTOR

THIS BOOKLET IS PRINTED

USING VEGETABLE INKS ON

CE

RTIFIED FOREST PAPER.

CONTENTS

2024 FINANCIAL
SUMMARY

$49.1M

REVENUE &

OTHER INCOME

$328.6M

TOTA L

ASSETS

5.28 CPS

EARNINGS

PER SHARE

$65.1M

*

COMMERCIAL

VA LUAT I O N

$26.8M

PROFIT

B E FO R E TA X

110 CPS

NET TANGIBLE

ASSET

$422.8M

MARKET

VA LUAT I O N

$ NIL

DEBT

$15.4M

PROFIT

A F T E R TA X

$319.6M

SHAREHOLDERS'

FUNDS

$ 357. 8M

*

RESIDENTIAL

VA LUAT I O N

$32.8M

CASH

AT BA N K

CDL Investments New Zealand Limited | 3


Prestons Park, Christchurch*Values are based on independent external valuations.

4 | CDL Investments New Zealand Limited
FINANCIAL

PERFORMANCE

For the period ended 31 December 2024 CDL Investments New Zealand Limited

(“CDI”) recorded a profit after tax of $15.4 million for 2024 (2023: $13.5 million).

Our overall net profit before tax reflected significant improvements in our

operational performance for the year, however, these gains were impacted

by the a one-off non-cash deferred tax adjustment of $3.9 million due to the

change of government policy on the depreciation of commercial buildings.

Taking advantage of these more favourable market conditions, CDI saw its

profit before tax increase to $26.8 million (2023: $18.7 million). The increase

came as a result of higher property sales and other income which totalled

$49.1 million (2023: $31.2 million). These results confirm that property markets

in New Zealand are showing signs of improvement and there is now a positive

momentum shift with lower interest rates, improved access to bank lending

and easing inflation.

At 31 December 2024, CDI’s shareholders’ funds increased to $319.6 million

(2023: $313.7 million) and total assets also increased to $328.6 million

(2023: $319.2 million). Net tangible assets per share (at book value) also

increased to 109.5 cents (2023: 107.9 cents).

The market value of CDI’s property holdings at year end as independently

valued was $422.8 million (2023: $412.6 million), comprising $357.7 million

(2023: $349.9 million) for its development property and $65.1 million

(2023: $62.7 million) for its investment property portfolios. At cost, the

portfolio was valued at $287.7 million (2023: $260.4 million) in line with CDI’s

accounting policies.

PROPERTY

PORTFOLIO

We recorded a total of 92 residential section sales during 2024, notably from

Prestons Park (Christchurch) which performed above expectations along with

contributions from our Kewa and Tram Valley Road subdivisions in Auckland,

which are now sold out. Pre-titled sales have begun at our Iona development

in Havelock North and we expect both Prestons Park and Iona to continue to

be strong sellers in 2025.

In addition to the 10.8 hectares of land in Nelson that was settled during

January 2024, we acquired a further 10.08 hectares of industrial-zoned land

located in Wairakei Road in Harewood, Christchurch. These acquisitions are in

line with our long term strategic objectives to ensure that we have a sufficient

pipeline of land to maintain residential sales over the medium to long term.

Our commercially zoned land will also help ensure that we are able to continue

growing an investment property portfolio with additional design, build and

lease warehousing projects to add value to our portfolio.

As announced in October 2024, we were pleased to have our R2 Growth Cell

(Hamilton) and Arataki Road (Havelock North) projects be included in the

Fast-track Approvals legislation, which was enacted on 23 December 2024.

The CDL Land team are presently progressing both projects and we look

forward to providing further updates during the course of the year as we

progress these exciting two developments.

Post balance date, the purchase of 6.5 hectares of land in Hamilton was

settled during January 2025.

DIVIDEND

ANNOUNCEMENT

The Board has resolved to maintain its fully imputed ordinary dividend at 3.5

cents per share payable on 16 May 2025. Once again, the Board has balanced

the call from shareholders to be rewarded for improved performance against

the company’s need to retain cash to fund development works and acquisitions.

The effect of the deferred tax adjustment, while a non-cash item, was also taken

into consideration.

The record date will be 2 May 2025. The Dividend Reinvestment Plan will apply

to this dividend.

SUMMARY

AND OUTLOOK

Economic indicators are expected to remain stable within the property markets

both for residential and industrial development and we are looking to advance

our development works across our key sites, particularly our two fast track

projects in Hamilton and the Hawke's Bay.

From a residential perspective, with a number of pre-titled section sales from

our Iona and Prestons Park developments in-hand and work already underway

developing additional stages, these developments will be critical to our results

and successes in 2025. Planning works at our two Nelson/Tasman sites and

Worsley Road site in Cashmere, Christchurch, will also be advanced to ensure

that initial earthworks can start as quickly as possible after consents are

received. We will also be looking to progress our fast-track applications as

soon as feasibly possible.

From a commercial point of view, we are keen to advance development of our

industrial-zoned land at Wairakei Road, Christchurch which we acquired this year.

Planning works for this land have commenced and we are looking to prioritise

development of this land to meet current demand.

Having strengthened the Board once more with the appointment of Janie Elrick,

a highly experienced and knowledgeable independent director, the Board is

confident that good progress will continue across our developments, current

sales and development pipeline, as we look to again improve on last year’s

performance during 2025.

On behalf of the Board, I would like to thank Jason and the Management team

for their efforts in 2024 and our shareholders for their continued loyalty to

CDI once again.

DESLEIGH JAMESON

BOARD CHAIR

24 February 2025

CHAIR'S

REVIEW

CDL Investments New Zealand Limited | 5

Last year, I mentioned that 2024 was CDI’s 30th year of operations under its

current name. I also used three words to describe our future plan for the

company, namely “innovative”, “positive” and “profitable”. I am happy to

report that we have managed to live up to all three.

Starting with “profitable”, we were pleased to get back on track in 2024 with

our results reflecting an improvement in the residential property market,

influenced by lower inflation and interest rates, producing an uptick in sales

especially in areas like Christchurch where demand and growth was highest.

Moving forward, management is focused on boosting sales in 2025 where we

can to continue our current tempo as well as ensuring that we are developing

land in regions to meet demand.

“Positive” describes our current attitude and approach towards our development

projects and acquisitions. Market data suggests that sales volumes are rising

across the country as the residential property markets improve. While easing

inflation and falling interest rates are likely to boost residential demand, we are

conscious that the cost of living in NZ remains high and there are still challenges

ahead for a number of business sectors. That said, the government’s focus on

growth is positive and we expect this will support the wider property market

and section sales in areas where economic growth is strongest.

Increasing our residential and commercial development pipeline was our

priority last year and I am pleased to report we have done just that by settling

20.8 hectares of land in Nelson/Tasman and Christchurch, with a further

9.6 hectares in Hamilton and Havelock North under agreement. I am particularly

pleased with our industrial-zoned land acquisition in Christchurch, as it remains

a strategic region for us. As well as generating a healthy percentage of our

overall sales in 2024, we have reinforced our commitment to Christchurch by

acquiring land at Worsley Road where preliminary works will commence later

this year and at our industrial-zoned land at Wairakei Road in Harewood we are

looking to lodge resource consent applications for infrastructure development

works in the near future. The mix of residential and industrial projects will

benefit CDI over the short to medium term and will generate inventory for

additional sales in the next few years as well as allowing us to continue our

commercial development projects, which add further diversity to our portfolio.

Our key development at Iona Road (Havelock North) is progressing very well

with the completion of construction of the first three stages. Pre-titled sales

have already commenced and are due to settle before the end of the year.

Other remaining sub-stages in stage 1 are being developed and these are

targeted for completion and release in the third quarter of 2025.

Opportunities for further growth still exist and we are actively investigating a

number of current opportunities to acquire land in areas where we have existing

holdings as well as re-entering areas where we have not conducted development

for some time. The Board has given the Management team clear directions on

how to execute the company’s medium to long term strategies and to look for

opportunities that will allow the company to grow and flourish over the next

two decades. We are therefore determined to ensure that all shareholders can

continue to be rewarded for their investment in the company over the medium

to long term.

We see our “innovation” coming through new ways to advance our projects

and in 2024 this was reflected in getting our Arataki Road (Havelock North)

and R2 (Hamilton) Growth Cell Projects into the Fast-track approvals legislation,

which was a significant step for us. As we said when announcing the inclusion

of our two projects in the Fast Track process, both were assessed independently

by a Projects Advisory Group and two ministers who resolved each project

demonstrated substantial housing benefits in their respective regions by delivery

of over 1500 dwellings and 35 hectares of commercial land between them.

During 2024 we expanded the CDL team with the addition of a new Accountant/

Financial Controller and Sustainability Advisor who will assist the Board and

Management with the company’s strategy and growth over the next few years.

We are looking forward to another year of being “innovative”, “positive” and

“profitable” in 2025. We have much to be excited about and I look forward to

sharing the journey with you.

JASON ADAMS

CDI CHIEF EXECUTIVE

CEO'S

REVIEW

6 | CDL Investments New Zealand Limited
Kewa Road, AuckandTram Valley Road, Auckland

Iona Terraces, Havelock North

$46.0M

SALES

REVENUE

93.8%

TOTAL

REVENUE

92

# SECTIONS

SOLD

$ 357. 8M

*

RESIDENTIAL

PORTFOLIO VALUE

11

TOTAL #

DEVELOPMENTS

20.8 HA

LAND

ACQUIRED

RESIDENTIAL

2024 SNAPSHOT

*Values are based on independent external valuations.

CDL Investments New Zealand Limited | 7

$3.01M

LEASE REVENUE

4

# OF PROPERTIES

$65.1M

*

COMMERCIAL

PORTFOLIO VALUE

3.1 HA

COMMERCIAL

PORTFOLIO AREA

COMMERICAL

LEASING

2

# OF DEVELOPMENTS

10.08 HA

LAND

ACQUIRED

COMMERICAL

LAND

DEVELOPMENT

16,402 M

2

NETT LETTABLE AREA

100%

LEASED

$2.06M

LEASE REVENUE

5 YEARS

WEIGHTED AVERAGE

LEASE EXPIRY

2

# OF PROPERTIES

WAREHOUSES

3,411 M

2

NETT LETTABLE AREA

80%

LEASED

$0.69M

LEASE REVENUE

4.62 YEARS

WEIGHTED AVERAGE

LEASE EXPIRY

2

# OF PROPERTIES

R ETAIL

Primepac, Roscommon Road, Auckland

Prestons Retail Centre, Canterbury

COMMERCIAL

2024 SNAPSHOT

8 | CDL Investments New Zealand Limited
BOARD OF DIRECTORS

JOHN HENDERSON

Independent Non-Executive Director

& Member of the Audit Committee

Mr. Henderson is currently Managing Director of John

Henderson Resources Limited and Ding Bay Limited.

From 2015–2020, he was appointed by NZ Department

of Conservation to the Waipu Cove Reserve Board and

was elected Board Chair. Previously, Mr. Henderson

had a 28 year career with the Starwood Hotels and

Resorts Group holding various senior corporate

management positions across Asia Pacific, Europe,

and North America.

Mr. Henderson was last elected as a director at the

2022 Annual Meeting of Shareholders.

JANIE ELRICK

Independent Non-Executive Director

& Chair of the Audit Committee

Ms. Elrick is a highly skilled governor and senior

executive who brings deep strategic and financial

expertise combined with strong commercial acumen to

the organisations she works with.

She is a seasoned professional who provides sound

counsel from an experience base of deal structuring,

tax, banking, law and multiple CFO roles including

Downer Construction, Steel & Tube Ltd, Synlait, and

Zespri. She is highly principled and passionate about

creating commercial success.

Currently she is a director and Chair of the Audit

Committee of Inframax Construction Ltd, Trustee

and Chair of the Audit and Risk Committee of

Community Living Trust, and Chair and shareholder

of Door Solutions (2021) Ltd.

She is a member of the Institute of Directors, and is

a Chartered Accountant.

EIK SHENG KWEK

Non-Executive Director

Mr. Kwek is currently the Group Chief Operating Officer

of City Developments Limited (“CDL”) having been

CDL’s Group Chief Strategy Officer since 2018. Mr. Kwek

joined CDL in 2009, covering Business Development

for overseas projects before being appointed as

Head of Corporate Development. He was appointed

as Chief Strategy Officer in 2014 and was additionally

appointed Head, Asset Management in April 2016.

Prior to joining CDL, he was with the Hong Leong

Group of companies in Singapore specialising in

corporate finance roles since 2006.

He is also Executive Director of Millennium &

Copthorne Hotels Limited, previously listed on the

London Stock Exchange as Millennium & Copthorne

Hotels plc. He holds a Bachelor of Engineering in

Electrical and Electronics Engineering from Imperial

College of Science, Technology and Medicine

and a Master of Philosophy in Finance from Judge

Business School, Cambridge University.

Mr. Kwek was re-elected as a director at the 2023

Annual Meeting of Shareholders.

VINCENT YEO

Non-Executive Director

Mr. Yeo is Chief Executive Officer and Executive

Director of M&C REIT Management Limited. From

1993 to 1998, he was Managing Director of CDL Hotels

New Zealand Limited (now Millennium & Copthorne

Hotels New Zealand Limited) and CDL Investments

New Zealand Limited. He previously also served as an

Executive Director of Millennium & Copthorne Hotels

plc in London and President, Millennium & Copthorne

Hotels Asia Pacific Region.

Mr. Yeo was last elected as a director at the 2021

Annual Meeting of Shareholders.

DESLEIGH JAMESON

Board Chair, Independent

Non-Executive Director & Member

of the Audit Committee

Ms. Jameson is currently the Chief Executive

and Owner of Gubb & Hardy Limited, a wholesale

contributory mortgage company. She has extensive

senior managerial experience as the former Chief

Executive/Executive Director of e-commerce firms

Instra Corporation and CentralNic plc and governance

experience as the former Chair of the charity Starjam

and board member of the Industry Training Federation

for several years. She is a current member of the

Institute of Directors and holds an Executive MBA from

the University of Auckland.

Ms. Jameson was elected as a director at the 2021

Annual Meeting of Shareholders.

Ms. Jameson was elected as Board Chair on 15 March

2024 following Mr Sim’s resignation.

CDL Investments New Zealand Limited | 9

CDL TEAM

JACKSON BULL

General Manager & Senior

Development Manager

CDL Land

CDL Invesments & CDL LandCDL Land

JASON ADAMS

Chief Executive Officer

MELISSA CROWE

Development Manager

CDL Investments & CDL LandCDL Invesments & CDL Land

CDL Invesments & CDL LandCDL Invesments & CDL Land

CDL Investments & CDL Land

CDL Invesments & CDL Land

SIMONE CROMHOUT

Administrator

NATASHA HOOD

Group Accounting Manager

TAK ESHI ITO

Company Secretary

SIAN CAMP

Sustainability Manager

GEOFF DONLEY

Accountant/Financial Controller

ANAND RAMBHAI

Vice President Finance

10 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT

This Corporate Governance Statement summarises the approach of CDL

Investments New Zealand Limited (CDI) to applying the principles and

recommendations outlined in the NZX Corporate Governance Code dated

1 April 2023 (the NZX Code), including where our practice differs from the

recommendations under the Code. This Corporate Governance Statement

reports on CDI’s corporate governance matters in respect of the financial

year ending 31 December 2024 and is current as at 31 December 2024.

It has been approved by the board of directors of CDI.

In late 2023 financial year and early 2024, we undertook a review of our

key corporate governance documentation (including committee charters

and key policies and procedures) (the Corporate Governance Review).

Following the completion of the Corporate Governance Review, in February

and March 2024 the Board resolved to approve and adopt updated versions

of the relevant documentation.

The Company’s constitution, the Board and committee charters, any of

the other charters or other governance documents referred to in this

statement are available to view on our website at www.cdlinvestments.co.nz.

PRINCIPLE 1

ETHICAL STANDARDS

Directors should set high standards of ethical behaviour, model this

behaviour and hold management accountable for these standards

being followed throughout the organisation.

Following completion of the Corporate Governance Review, in February

2024 the Board adopted an updated version of the Code of Ethics that

applies to directors and employees of CDI. The Code of Ethics outlines

internal reporting procedures for any breach of ethics, and describes

CDI’s expectations about behaviour. A copy of the Code of Ethics is

available on the Company’s website.

The updated Code of Ethics has been communicated to all directors

and employees of the Company. CDI regularly conducts training on

compliance with the Code of Ethics with its directors and employees.

In addition to the Code of Ethics, CDI has a Code of Conduct which applies

to all of CDI’s employees. All of CDI’s employees are expected to act in

the best interests of CDI and to enhance the reputation of the Company.

CDI also has a number of operational policies which must be followed by

employees and the CDI Code of Conduct forms part of each employee’s

employment agreement.

From 1 January 2024 until the updated version of the Code of Ethics was

adopted in February 2024, CDI did not comply with recommendation 1.1

of the NZX Code in respect of the requirement for the Code of Ethics to

apply to all employees. Instead, the Code of Conduct applied to all of CDI’s

employees. While the Code of Conduct addressed a number of the factors

set out in recommendation 1.1 of the NZX Code, it did not address all of the

relevant factors. No alternative governance practice was adopted in lieu

of the recommendation during that period. As noted above, following the

Corporate Governance Review CDI's Code of Ethics now applies to all of

CDI's employees.

CDI also believes in fair dealing with its customers and suppliers,

shareholders, employees and other stakeholders and external third parties.

All Directors have access to the Company Secretary at any time as well as

independent legal, financial or other professional advice at the expense of

the company as may be required.

CDI has a Whistleblowing Policy which extends to all management and

employees. The Whistleblowing Policy facilitates the disclosure and

impartial investigation of any serious wrongdoing. This policy advises

employees of their right to disclose serious wrongdoing, and sets out

the Company’s internal procedures for receiving and dealing with such

disclosures. The policy is consistent with, and facilitates, the Protected

Disclosures Act 2000 and is supported by the Board.

CDI has a financial product trading policy which applies to all employees

and directors. Our financial product trading policy was updated in March

2024 as part of the Corporate Governance Review. Our share trading policy

is available on the Company’s website.

PRINCIPLE 2

BOARD COMPOSITION

AND PERFORMANCE

To ensure an effective Board, there should be a balance of

independence, skills, knowledge, experience and perspectives.

BACKGROUND

CDI’s Board has responsibility, control and oversight of the business

activities, strategic direction and the governance of CDI and its subsidiary

companies. It looks at how the company is operating, how risk and

compliance are managed, approving financial and other reports and capital

expenditure and reporting to CDI’s shareholders. The Board approves CDI’s

budgets and business plans as well as significant projects and has statutory

obligations for other matters such as the payments of dividends and the

issue of shares. The Board is accountable to CDI’s shareholders for the

Company’s performance.

The Board adopted a written charter in March 2024 as part of the Corporate

Governance Review. The Board Charter sets out the roles and responsibilities

of the Board. The Board Charter is available on the Company’s website.

From 1 January 2024 until the written board charter was adopted in March

2024, CDI did not comply with the requirement under recommendation 2.1

of the NZX Code to have a written board charter. CDI did not follow this

recommendation because CDI had previously considered this requirement

to have been satisfied by the relevant section of the Corporate Governance

Statement itself and the roles and responsibilities of the Board set out in the

Constitution. Given this, no alternative governance practice was adopted in

lieu of the recommendation during that period.

Certain powers are delegated to Board Committees and Subcommittees.

The role of the Committees is detailed under Principle 3.

CDL Investments New Zealand Limited | 11

Day-to-day management is delegated to the Chief Executive Officer and

senior management. The levels of authority are approved by way of a

Delegated Authorities Manual, which is reviewed by the Audit Committee

and ultimately approved by the Board.

NOMINATION PROCESS

Appointments to the Board are generally considered by the Board as

a whole, and the Board takes into account the skills required to allow

it to carry out its functions and governance role. If necessary, a Board

subcommittee will be formed to assess nominees.

As part of the appointment process, checks are completed which include

the nominee’s business experience, qualifications and good character.

If appointed, a director will receive a letter formalising their appointment.

The letter confirms the key terms and conditions of appointment and is

signed by both the Chair and the director.

ASSESS DIRECTOR, BOARD

AND COMMITTEE PERFORMANCE

The Board’s procedure for regularly assessing director, board and committee

performance is set out in the Board Charter, which was adopted in March

2024 as part of the Corporate Governance Review. From 1 January 2024

until the Board Charter was adopted in March 2024, CDI did not comply

with the requirement under recommendation 2.7 of the NZX Code to have

a formal procedure for assessing such performance. CDI did not follow this

recommendation because the procedure was previously conducted on an

informal basis. Given this, no alternative governance practice was adopted

in lieu of the recommendation during that period.

BOARD COMPOSITION

CDI’s Constitution specifies a minimum number of three directors and a

maximum number of nine directors at any one time. Two directors must

ordinarily be living in New Zealand. In line with the NZX Main Board Listing

Rules, CDI is required to have at least two Independent Directors.

INDEPENDENCE DETERMINATIONS

As part of the Corporate Governance Review, the Board decided to make

certain changes to its size and composition – which resulted in Messrs

Sim and Adams resigning from the Board in March 2024. The Board

currently comprises Desleigh Jameson (Chair), Janie Elrick (Chair of the

Audit Committee) John Henderson, Eik Sheng Kwek and Vincent Yeo.

CDI has determined that its Chair Desleigh Jameson, Janie Elrick and

John Henderson are Independent Directors for the purposes of the NZX

Listing Rules. Messrs Kwek and Yeo are not considered by the Board to

be Independent Directors.

When assessing independence, the Board holistically considers the

interests and relationships of a director that could affect the determination,

including having regard to (but not limited to) the factors set out in Table 2.4

of the NZX Code.

The Board considers John Henderson to be an Independent Director for

the purposes of the NZX Listing Rules despite him being a director of CDI

for more than 12 years. Mr Henderson was first appointed to the CDI Board

in 2006. The Board believes that the length of time Mr Henderson has

been a director of CDI has not impacted his ability to act objectively or

adequately monitor management. Mr Henderson is due to retire by rotation

at CDI’s 2025 annual meeting of shareholders and has said that he will not

be seeking re-election at that meeting.

Highlands Drive, Richmond

12 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

From 1 January 2024 until when Janie Elrick was appointed in November

2024, CDI did not comply with recommendation 2.8 of the Code. That

recommendation requires a majority of the Board to be Independent

Directors for the purposes of the NZX Listing Rules. CDI did not follow

this recommendation because its largest shareholder holds more than

50% of the shares in the Company and had believed that it is reasonable

for Independent Directors to not comprise a majority of the directors in

those circumstances. The Company notes that non-Independent Directors

equally did not comprise a majority of the directors (only 50%), the Chair

is an Independent Director and the Chair has a casting vote. Given these

matters, no alternative governance practice was adopted in lieu of the

recommendation during that period.

CDI’s Chair is an Independent Director and is not the CEO.

BOARD MEETINGS

Board meetings are generally held quarterly, with additional meetings

convened when required. The table below details directors’ attendances

during 2024.

DIRECTOR MEETINGS ATTENDED IN 2024

Desleigh Jameson (Chair)5/5

Vincent Yeo5/5

Eik Sheng Kwek5/5

John Henderson5/5

Janie Elrick(*)1/1

Colin Sim (Chair to March 2024)2/2

Jason Adams (Managing Director to March 2024)1/2

SKILL/ATTRIBUTE RELEVANT DIRECTOR

Retail, marketing, brand and sales experience Jameson, Yeo

Governance experience

Elrick, Henderson, Jameson, Kwek, Yeo

Large enterprise/multinational

Elrick, Henderson,

business or leadership experience

Jameson, Kwek, Yeo

Accounting/finance/tax experience

Elrick, Jameson, Kwek

Business strategy experience

Elrick, Henderson, Jameson, Kwek, Yeo

Property development/management experience

Jameson, Kwek, Yeo

SKILLS

In 2022, the Board revised its Skills Matrix to demonstrate the skills,

experience and diversity of its Board. The Skills Matrix for 2024 is:

TRAINING

The directors undertake their own training to remain current on how to

best perform their duties as directors of CDI. Under the Board Charter

CDI adopted in February 2024 as part of the Corporate Governance Review,

CDI will provide specific training to directors as required.

DIVERSITY AND INCLUSION POLICY

In 2018, CDI adopted a Diversity and Inclusion Policy. The key elements of

CDI’s Diversity and Inclusion Policy are to maintain a culture of ownership

and trust, ensuring that our leaders are good role models for other and

demonstrate behaviours and actions that match our values and adhere

to them throughout our business.

The Board is satisfied that CDI’s current practices are in line with the

Diversity and Inclusion Policy.

We are also looking to review and refresh our training around diversity

issues in the workplace. As measurable metrics for furthering diversity

and inclusion are established, performance against these agreed metrics

will be referenced in subsequent annual reports.

Based on the above, the Board’s assessment is that CDI has complied

with its Diversity and Inclusion Policy for 2024.

PRINCIPLE 3

BOARD COMMITTEES

The Board should use committees where this will enhance its

effectiveness in key areas while still retaining board responsibility.

Committees help the Board in carrying out its responsibilities and CDI

currently has one standing committee, being the Audit Committee.

CDI does not currently have a Remuneration Committee because the Board

as a whole deals with remuneration matters, including conducting periodic

reviews of its fees and the remuneration of the Managing Director and senior

management.

CDI does not currently have a Nominations Committee because

nominations and appointments are generally considered by the Board as

a whole. The process for appointing directors is set out under Principle 2.

The Board also forms other subcommittees as and when required to

address specific issues that arise.

AUDIT COMMITTEE

The Audit Committee is comprised with a majority of Independent Directors

and has an Independent Director (who is not the Board Chair) as Chair.

The current members of the Audit Committee are: John Henderson (Chair to

December 2024), Janie Elrick (Chair from December 2024), Desleigh Jameson

and Eik Sheng Kwek.

The Audit Committee operates under a written charter. The Audit Committee

Charter is available on the Company’s website.

CDL Investments New Zealand Limited | 13

DIRECTOR MEETINGS ATTENDED IN 2024

Janie Elrick (Chair from December 2024)1/1

John Henderson (Chair until December 2024)3/3

Desleigh Jameson3/3

Kwek Eik Sheng 2/2

Jason Adams (until March 2024) Nil

From 1 January 2024 until when Mr Adams (CDI’s Managing Director) resigned

as a director (and ceased to be an Audit Committee member), CDI did not

comply with Recommendation 3.1 of the NZX Code. That recommendation

states that the Audit Committee should comprise solely of non-executive

directors. CDI did not follow this recommendation because it believed that

it was preferrable to have an executive director on the Audit Committee as

this provides a direct insight into Management’s perspective rather than a

director who is associated with the majority shareholder or the Chair of the

Board (being the only options available to CDI given the size and composition

of the Board at the time). Given this, no alternative governance practice was

adopted in lieu of the recommendation during that period.

The table below reports attendance of the Audit Committee members

during 2024:

In March 2024, Mr. Adams retired from the Board and became Chief

Executive Officer at which time Mr. Kwek was appointed to the Audit

Committee. CDI therefore complied with Recommendation 3.1 of the

NZX Code from that point.

Employees, including the Chief Executive Officer after he ceased to be

a member of the Audit Committee in March 2024, attend meetings of

the Audit Committee at the invitation of the Committee only.

TAKEOVER PROTOCOLS

In February 2024 as part of the Corporate Governance Review, the Board

adopted written protocols that set out the procedure to be followed if

there is a takeover offer for the Company (the Takeover Protocols).

From 1 January 2024 until the Takeovers Protocols were adopted in February

2024, CDI did not have established takeover protocols and therefore did

not comply with recommendation 3.6 of the NZX Code. CDI did not follow

this recommendation because the Board had previously considered receipt

of a takeover offer to be an unlikely event given Millennium & Copthorne

Hotels New Zealand Limited’s long-term majority shareholding in the

Company and that if Millennium & Copthorne Hotels New Zealand Limited

was to approach the Company in relation to a control transaction it

should have sufficient time in which to organise its response. Given this,

no alternative governance practice was therefore adopted in lieu of the

recommendation during that period.

Boundary Line, Roscommon Road, Auckland

14 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

PRINCIPLE 4

REPORTING AND DISCLOSURE

The Board should demand integrity in financial and

non-financial reporting and in the timeliness and balance

of corporate disclosures.

CONTINUOUS DISCLOSURE POLICY

As an NZX-listed entity, CDI recognises the need to ensure that it is fully

compliant with its reporting and disclosure obligations and has in place

a Continuous Disclosure Policy (CDP) which applies to CDI, its subsidiaries

(“Group”), and all their respective directors and employees.

The Board has appointed the Chair, the Chair of the Audit Committee,

the Managing Director, the Company Secretary and the Vice President

Finance to act as CDI’s Continuous Disclosure Committee (the Disclosure

Committee). A quorum of the Disclosure Committee shall consist of no

less than three (3) of these persons.

The Disclosure Committee is responsible for:


Determining what information amounts to material information

and must be disclosed;


De

termining the timing of disclosure of any information in

accordance with the CDP;


Ap

proving the content of any disclosure to NZX (including matters

not directly covered by the CDP);


Ensuring that all employees and directors within the Group whom

the Committee considers appropriate receive a copy of the CDP

and appropriate training with respect to it;

• De

veloping mechanisms designed to identify potential material

information (e.g., agenda item on management meetings); and


Liaising with legal advisers in respect of CDI’s compliance with

its continuous disclosure obligations.

The CDP was updated as part of the Corporate Governance Review and is

available in the Corporate Governance Policies section (under Corporate

Profile) of the Company’s website.

KEY GOVERNANCE DOCUMENTS ON WEBSITE

As mentioned at the start of this Corporate Governance Statement,

the Company’s key governance documents are available on the

Company’s website.

PRINCIPLE 5

REMUNERATION

The remuneration of directors and executives should be

transparent, fair and reasonable.

DIRECTOR REMUNERATION

The total pool for directors’ fees was increased by shareholder resolution

at the 2024 annual meeting of shareholders. The fee pool is now capped at

$300,000.

After review by the Board, non-executive directors are now each entitled

to receive a base fee of NZ$35,000 per annum. The Board Chair receives a

total fee of $49,000 and the Chair of the Audit Committee receives a further

NZ$7,000 per annum in addition to the base fee. No retirement benefits

are paid to Directors. Reasonable travel and other costs associated with

company business are reimbursable or met by CDI.

Details of the actual director remuneration for the 2024 financial year is

set out in the Statutory Information section of our 2024 Annual Report.

The Board adopted a director remuneration policy in March 2024 as part

of the Corporate Governance Review. The director remuneration policy

is available on the Company’s website. From 1 January 2024 until the

remuneration policy was adopted in March 2024, CDI did not comply with

the requirement under recommendation 5.1 of the NZX Code to have a

written director remuneration policy. CDI did not follow this recommendation

because this had been dealt with on an informal basis given the length

of time since the fee pool had been increased. Given this, no alternative

governance practice was adopted in lieu of the recommendation during

this period.

EMPLOYEE REMUNERATION

Employee remuneration (including that of the Chief Executive Officer and

senior management) is made up of two primary components being a fixed

component and a short term incentive. The fixed component comprises

a base salary and other benefits such as Kiwisaver, a contribution to

health insurance and, in some cases, use of a company vehicle. The fixed

component is determined with reference to market information as well as

the responsibilities of the position, experience and overall performance.

Short term incentives are designed to reward high performing employees

with appropriate incentives which are measured on key performance

indicators which are reviewed and monitored regularly and based solely on

company performance. These include meeting budget or revenue targets.

The Company reserves the right to suspend or adjust incentives if targets

are not met.

CDI does not currently have an employee share plan or a long term

incentive scheme.

All employees participate in performance and development reviews, with

end-of-year review outcomes informing decisions regarding remuneration

adjustments in accordance with company policy.

CDL Investments New Zealand Limited | 15

a) The figure is the actual amount paid inclusive of holiday pay.

The agreed base salary under the employment agreement is $400,000.

b) Benefits include company vehicle and medical insurance.

c) Includes short term incentive for FY2022 and FY2023.

The Chief Executive Officer is entitled to receive up to 30% of his base salary

under the short-term incentive arrangements in respect of a financial year.

Payment is based on achieving certain key performance indicators. The key

performance indicators are based on company financial and overall business

performance. These include meeting budget or certain revenue targets.

PRINCIPLE 6

RISK MANAGEMENT

Directors should have a sound understanding of the material

risks faced by the issuer and how to manage them. The Board

should regularly verify that the issuer has appropriate processes

that identify and manage potential and material risks.

While risks are a part of doing business, they do need to be monitored and

addressed. CDI’s Board, Audit Committee and Management Team all have

a role in identifying areas of risk and understanding their impact on the

Company as well as how these areas are to be managed and mitigated in

accordance with CDI’s risk management framework.

CDI’s Management Team is responsible for the day-to-day identification,

assessment and management of risks applicable to the Company as well

as the implementation of appropriate controls, processes and policies

to manage such risks. Management also ensures that there are training

programmes in place to identify, manage, mitigate or eliminate hazards

and risks in the workplace.

The Audit Committee’s role is to review and report to the Board on the

adequacy of Management’s oversight and implementation of risks with

particular regard to financial and operational risks.

The Board is ultimately responsible for the oversight and implementation

of the Company’s responses to risk management.

Descriptions of the material risks facing CDI‘s business are set within this

Annual Report.

CDI has a detailed health and safety risk and reporting framework which

comprises policies which detail such matters as hazard identification and

mitigation, accident reporting procedures and general safety measures

in the workplace. The policies comprising the framework are reviewed

regularly and training on the policies and health & safety issues is provided

to employees. CDI has a Health & Safety Committee at its head office and

it meets regularly. In addition, each of CDI’s development sites has a site

specific Health & Safety Management Plan, which is prepared by external

consultants/ contractors prior to the award of the Contract Works. Prior

to the commencement of construction at CDI development sites all site

attendees must complete a site specific induction workshop, where all

hazards and risks are identified, and reporting and emergency processes

are outlined. Weekly records of hazard identification, site incidents/

accidents are kept onsite and recorded in the weekly meeting minutes by

the Site Engineer. Site meeting minutes are provided to the senior

management team and the Board is updated as incidents/ accidents occur

and at quarterly Board Meetings. The information is used to monitor any

significant trends and variations, to identify any particular areas where

there is higher risk and to allocate training and other resources to those

areas where new or higher risks are present. CDI considers that it manages

health and safety risks to an acceptable standard and in compliance with

its legal obligations.

CDI has a series of internal controls in place covering such areas as

financial monitoring and reporting, human resources and risk management.

The primary responsibility for monitoring and reporting against internal

controls and remedying any deficiencies lies with Management.

CDI also keeps current insurances appropriate to its business including

directors and officers liability policies and public liability policies with

reputable global insurers.

FY2023FY2024

Base Salary (a)$400,822$405,862

Benefits (b)$15,622$15,470

Short Term Incentives (c)Nil $150,000

Total$416,444$571,332

The Board adopted an executive remuneration policy in March 2024 as

part of the Corporate Governance Review. The executive remuneration

policy is available on the Company’s website. From 1 January 2024 until the

remuneration policy was adopted in March 2024, CDI did not comply with the

requirement under recommendation 5.2 of the NZX Code to have a written

executive remuneration policy. CDI did not follow this recommendation

because executive remuneration had been dealt with on a case-by-case

basis with the relevant executive. Given this, no alternative governance

practice was adopted in lieu of the recommendation during that period.

CHIEF EXECUTIVE’S REMUNERATION

16 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE

STATEMENT – CONTINUED

PRINCIPLE 7

AUDITORS

The Board should ensure the quality and independence of the

external audit process.

External Audit plays a critical role in ensuring the integrity of financial

reporting. The role of the external auditor is to plan and carry out an

audit of CDI’s annual financial reports and review the half-yearly reports.

The Audit Committee reviews the performance and independence of

the external auditors.

CDI has in place an External Auditor Independence Policy which deals with

the provision of services by CDI’s external auditors, auditor rotation and

the relationships between the external auditor and the Company. The policy

states that the Audit Committee shall only recommend to the Board a firm

to be external auditor if that firm:


Would be regarded by a reasonable investor, with full knowledge

of all relevant facts and circumstances, as capable of exercising

objective and impartial judgment on all issues encompassed within

the auditor’s engagement;


Audit partners are members of Chartered Accountants Australia

New Zealand (CAANZ);


Ha

s not, within two years prior to the commencement of the audit, had

as a member of its audit engagement team CDI’s Chief Executive Officer,

Vice President Finance, Group Accounting Manager, or any member of

the Company’s Management who acts in a financial oversight role; and


Do

es not allow the direct compensation of its audit partners for selling

non-audit services to CDI.

The general principles to be applied in assessing non-audit services

are as follows:

a) the external auditor should not have any involvement in the production of

financial information or preparation of financial statements such that they

might be perceived as auditing their own work. This includes the provision

of bookkeeping and payroll services as well as valuation services where

such valuation forms an input into audited financial information;

b)

the external auditor should not perform any function of management,

or be responsible for making management decisions;

c) th

e external auditor should not be responsible for the design

or implementation of financial information systems; and

d)

the separation between internal audit (or equivalent processes)

and external audit should be maintained.

CDI’s Audit Committee shall pre-approve all audit and related services that

are to be provided by the auditor. Aside from core external audit services,

it is appropriate for the CDI’s auditors to provide the following services:


Du

e diligence (except valuations) on proposed transactions;


Re

view of financial information where third party verification is

required or deemed necessary (outside the normal audit process);


Co

mpletion audits/reviews;


Fi

nancial model preparation or review;


Ac

counting policy advice;


Li

sting advice;

Lucas Terrace, Nelson

CDL Investments New Zealand Limited | 17

• Accounting/technical training; and

• Taxation services of an assurance nature.

It is not considered appropriate for CDI’s external auditors to provide:

• Book keeping services related to accounting records or financial

statements;

• Ta

x planning and strategy services unless specifically approved

by the Audit Committee;

• Appraisal/valuation services including opinions as to fairness;

• Provision of payroll services;

• The design or implementation of financial information systems;


Ou

tsourced internal audit and risk management services;


Le

gal services;

• Management functions;

• Br

oker/dealer/investment adviser/investment banking services;


Advocacy for the Company;

• Actuarial services; and

• As

sistance in the recruitment of senior management.

These prohibitions apply to all offices of the audit firm, including overseas

offices and affiliates.

The billing arrangements for services provided by CDI’s external auditors

should not include any contingent fees.

CDI expects that its external auditors will rigorously comply with their own

internal policies on independence and all relevant professional guidance,

including independence rules and guidance issued by CAANZ.

The nature of services provided by CDI’s auditors and the level of fees

incurred should be reported to the Audit Committee Chairman

semi-annually (or sooner where requested) to enable the Committee to

perform its oversight role and report back to the Board. This policy does

not prescribe any particular ratio of non-audit service fees to audit fees

but the Committee shall monitored the fees and ratio.

The continued appointment of CDI’s external auditors is confirmed annually

by the Board on recommendation from the Audit Committee.

Rotation of the lead audit partner or firm will be required every five years.

Lead audit partners who are rotated will be subject to a 2 year cooling off

period (i.e. 2 years must expire between the rotation of an audit partner

and that partner’s next engagement with the Company).

The hiring by CDI of any former lead audit partner or audit manager must

first be approved by the Chairman of the Audit Committee. There are no

other restrictions on the hiring of other staff from the audit firm.

KPMG are currently CDI’s external auditor and the lead external audit

engagement partner was rotated in 2023. The current audit partner

is Geoff Lewis.

The Audit Committee monitors local and overseas practice on auditor

independence regularly to ensure that this policy remains consistent

with best practice and meets CDI’s requirements.

CDI’s external auditors also attend the Company’s Annual Meeting to

answer any questions from shareholders as to the audit and the content

of the Annual Report.

INTERNAL AUDIT

CDI does not currently have an internal audit function but does maintain

a detailed set of processes and procedures covering its operations and

financial controls which are reviewed and updated regularly.

PRINCIPLE 8

SHAREHOLDER RIGHTS

AND COMMUNICATION

The Board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage

them to engage with the issuer.

CDI is committed to providing shareholders and stakeholders with timely

information on its activities and performance. CDI does this through a

number of channels including:


Announcements in accordance with continuous disclosure as required

under the Listing Rules;

• Pu

blication of the company’s annual and interim reports which are

sent to all shareholders; and


Encouraging shareholders to attend the Annual Meeting in May of each

year (either in person or online) to hear the Chairman and the Managing

Director provide updates on the company’s performance, ask questions

of the Board and vote on the resolutions to be determined at the meeting.

Resolutions at shareholder meetings are usually determined by poll where

each ordinary shareholder has one vote per share.

Relevant communications, copies of annual reports and key corporate

governance documents and policies are available on CDI’s website

www.cdlinvestments.co.nz.

Shareholders have the option to receive communications from the

issuer electronically.

18 | CDL Investments New Zealand Limited
SUSTAINABILITY GOVERNANCE

AND STRATEGY

OVERVIEW

CDL Investments New Zealand Limited (CDI) has developed sections across

New Zealand for nearly three decades with a residential profile that spans

Auckland, Hamilton, Tauranga, Taupo, Havelock North, Hastings, Nelson,

Canterbury and Queenstown. Our recent commercial developments are

located in the Canterbury and Auckland regions.

CDI prides itself in long-standing relationships across our supply chain and

we strive to be a reliable and trustworthy developer. We are committed to

forming the foundations for sustainable communities through responsible

development and do this by applying a long-term view for each of our

developments to build for generations to come.

We are also aware of the environmental impact that our work may have

on both a short and long-term basis and have taken necessary steps to

both assess and measure our impact, and start planning for adaptation

to maintain a sustainable value chain through our operations.

GOVERNANCE

CDI’s Board oversees Sustainability, which includes environmental, social

and governance, which is commonly referred to as ESG. Their scope also

includes climate related risk and opportunities, climate-related financial

impacts, and transition planning for climate change adaptation. The Board

is responsible for setting sustainability targets and ensuring progress

against climate-related goals.

CDL Land New Zealand Limited (CDL), the 100% wholly owned operational

subsidiary of CDI, has recently on-boarded a Sustainability Advisor (Ms

Sian Camp) to support with preparing, monitoring, assessing and reducing

the potential impact that CDL’s activity may have on the climate and wider

environment. As a team, CDL’s Sustainability Advisor, Development

Managers, General Manager, and CEO will:


Mo

nitor and assess climate and environmental impact


Re

port on impacts and progress against sustainability targets


Ma

nage and implement the sustainability strategy and associated

goals and targets

Arataki Road, Havelock North

CDL Investments New Zealand Limited | 19

STRATEGY

In 2024, CDI adopted the United Nations Sustainable Development Goals

(UN SDGs) as a reference for developing our Sustainability Strategy. We have

outlined key SDGs that are currently relevant to our business and how our

work aligns below:

9: Industry, innovation and infrastructure


Cl

imate change


Re

sponsible investment


De

sign and innovation

8: Decent work and economic growth

• Economic contribution to society


Wor

kplace safety

7: Affordable and clean energy

• Climate change

• Energy efficiency

• Ren

ewable energy

6: Clean water and sanitation

• Water management and efficiency

• Erosion and sediment control

5: Gender equality

• Equal opportunity employer


Pro

motion of diversity


Talent attraction, development and retention

4: Quality education


Talen

t attraction, development and retention

UN SDGCDI focus/impact area

15: Peace, justice and strong institutions

• Business ethics and anti-corruption

• Cy

ber security and data governance

15: Life on land

• Responsible supply chain and sourcing

14: Life below water

• Water management and efficiency

• Erosion and sediment control

13: Climate action

• Emissions reduction


Wa

ter management and efficiency


Renewable energy

12: Responsible consumption and production

• Responsible supply chain and sourcing


Wa

ter management and efficiency


Supplier engagement

11: Sustainable cities and communities


Re

sponsible investment


Local community impact

UN SDGCDI focus/impact area

Heading into 2025, CDI has identified the following material topics to focus on:

• Streamlining inventory collection, improvements in capturing sources

and analysis of yearly trends

• Supplier and contractor engagement to help facilitate

inventory improvements

• Em

issions reduction


Inclusion of climate-related risks and opportunities in decision making

We have been measuring our emissions footprint since 2023, where we

joined the Toitu Envirocare Carbon Reduce programme and have completed

the requirements to become a Toitu Carbon Reduce certified organisation

for both 2023 and 2024.

Over this time, CDI has been improving our methodology to include capturing

wider emission sources and improving our accuracy of data collection. CDI has

a relatively small direct emissions footprint which is reflected in the size of the

organisation. With two years of data, we are still early in the process but are

progressing interim targets to quantify progress against our 2023 baseline

going forward. Capturing our scope 3 emissions is one of the goals for 2025

and these are expected to increase the size of our emissions footprint.

For 2025, CDI will be focussing on capturing more of our emissions coming from

our supply chain, and will do this through supplier (i.e. external consultant and

contractor) engagement. Once we have a clearer understanding of our scope 3

profile, we will be able to set reasonable and achievable GHG emissions targets

that address our organisations wider impact.

Table 1: United Nations Sustainable Development Goals

20 | CDL Investments New Zealand Limited
SUSTAINABILITY GOVERNANCE

AND STRATEGY

MEASURING

EMISSIONS

CDI began measuring our climate change emissions in 2023 and this has

formed our base-year or baseline. Table 2 shows progress made against

this baseline for 2024.

1

We have had an overall reduction in emissions,

however, it should be noted that some of these reductions are a result

of changing our organisation boundary approach from an “equity share”

to “operational control” approach to better reflect our business activity.

For the reporting period 1 January 2024 to 31 December 2024 our

greenhouse gas emission inventory was prepared in accordance with

the GHG Protocol Corporate Accounting and Reporting Standard and

ISO 14064-1:2018 standard.

GHG SubcategoryISO CategoryDescriptionFY23 tCO

2

e FY24 tCO

2

e

Scope 1: Direct emissions10.80 tCO

2

e

1Mobile combustion (including company owned or leased vehicles) 12.1910.80

1Fugitive emissions (from use of refrigerants in air-conditioning)2.000

Scope 2: Indirect emissions from purchased electricity1.65 tCO

2

e

2Imported electricity consumption (location-based)1.411.60

2Imported electricity for EVs (location-based)00.05

Scope 3: Indirect emissions from value chain30.94 tCO

2

e

C14Purchased goods and services – potable water supply (only)0.06<0.0

C34

Fuel and energy-related activities – transmission and distribution

(T&D) losses from purchased electricity and offsite EV charging

0.120.12

C54Waste generated in operations – disposal of solid waste – landfilled0.671.72

C54

Waste generated in operations – solid waste not landfilled recycling

and composting

0.110.29

C63

Business travel – transport (non-company owned vehicles)

– air travel, rental vehicles and taxi

32.6228.81

Total49.1943.40

CDI’s FY24 GHG inventory (scope 1 and 2 emissions) will be subject to

independent limited assurance. The limited assurance conclusion once

finalised will be included in the FY24 Climate Statement, in accordance

with the Aotearoa New Zealand Climate Standards. The Climate Statement

will expand on GHG inventory development and rationale and include

Climate Related disclosures for FY2024 (see section Climate Related

Financial Disclosures).

Our FY24 Climate Statement can be found on the CDL website at

https://cdlinvestments.co.nz/corporate_profile/

Toitu Carbon Reduce certified organisation: CDL Investments

New Zealand Limited. Toitu Carbon Reduce certified means

measuring emissions to ISO 14064-1:2018 and Toitu requirements;

and managing and reducing against Toitu requirements.

Reference

1 Note numbers are subject to change following limited assurance engagement.

Table 2: FY2024 Emissions Summary

CDL Investments New Zealand Limited | 21

CLIMATE RELATED

FINANCIAL DISCLOSURES

CDI is a climate reporting entity (CRE) under the Financial Sector

(Climate-related Disclosures and Other Matters) Amendment Act 2021. CDI

reported under the Aotearoa New Zealand Climate Standards, for the first

time in our FY23 Annual Report.

For FY24 and beyond, CDI will publish mandatory climate-related disclosures

separately to its Annual Report (using an FMA exemption available for this

financial year). This will be in the form of a Climate Statement outlining

business practices across governance, strategy, risk management, targets

and metrics. This statement will contain the FY2024 greenhouse gas

inventory, climate-related risks and opportunities, current climate-related

financial impacts and other requirements.

Our FY24 Climate Statement can be found on the CDL website at

https://cdlinvestments.co.nz/corporate_profile/

Iona Terraces, Havelock North

22 | CDL Investments New Zealand Limited
OUTLINE

OF MATERIAL RISKS

MARKETS

AND COMPETITION

Although it is well spread geographically within New Zealand, CDI

competes in a narrow sector of the economy namely the property

market for residential sections. It is a competitive market with

several different participants in each geographic market and a

failure to meet the market or remain competitive could affect CDI’s

operational and financial position as it loses sales and market share

to its competitors, thus affecting its revenues and potentially its

ability to make necessary investments in its business for the future.

In order to mitigate market risks, we constantly monitor market trends and

pricing and develop strategies to respond to changing market conditions.

We regularly speak with our land agents to ensure that our service delivery

and sections remain attractive and competitive in the marketplace and we

make changes where necessary. We mitigate our exposure to the various

markets we trade in by adjusting our sales strategies and our marketing to

maximize demand and therefore sales from developments where demand

is highest. We will also adjust the timing of our developments to meet/

anticipate demand.

CLIMATE

CHANGE

Climate impact is expected to affect the property sectors in a

variety of ways. It is imperative to review our operations and

developments to see what how they will be impacts and whether

we can make climate-positive improvements. Our locations are

likely to be affected by climate change in some way. Severe weather

incidents have the potential to affect our operations with impacts

to the land and development works themselves as well as access

to and from our developments.

CDI has been very conscious about its environmental impact resulting from

its property development activities. While it outsources the vast majority

of the activity which generates the most emissions to other contractors,

with the mandatory climate-related financial disclosures regime now in

place it is looking to see what additional measures it can take to improve its

operations even further. Having set 2023 as its baseline year for reporting

purposes and having appointed Toitu Envirocare to assist with the analysis

of emissions and other carbon data, CDI is looking to set targets for carbon

reduction using a science-based target in the near future.

We set 2023 as our baseline year for reporting purposes and appointed

Toitu Envirocare to assist with the analysis of emissions and other carbon

data. In early 2025 we appointed a dedicated Sustainability Consultant.

Having achieved Toitu Carbon Reduce certification for FY2023 which we

have retained for FY2024, we are now looking to set targets for emissions

reduction using a science-based target in 2025. CDI will also look for

opportunities to include more environmentally friendly technologies across

its developments.

We completed and filed our first Climate Statement in 2024 and this can be

found at https://cdlinvestments.co.nz/corporate_profile/. Our 2024 Climate

Statement will be published and submitted in April 2025. Later in 2025,

additional work will include analysis of our supply chain and work to report

Scope 3 emissions.

REPUTATIONAL

Over the last thirty years, CDI has worked hard to develop a

reputation as a trustworthy and competent developer which

delivers results to its customers in a timely and cost effective

way. As a small company compared to its competitors, it is very

conscious that a loss of reputational risk will harm its business.

We engage in dialogue with our stakeholders and customers in an open

and transparent way. We monitor customer feedback by checking traditional

and social media platforms, responding to and managing any complaints

which may be received whether directly or through our agents.

We aim to avoid any situations that could result in a negative impact on

our reputation and brand.

LIQUIDITY/SOLVENCY

Financial risks could affect CDI arise in many ways, both due to

external and internal causes. For example, they could arise from

a lower level sales of its sections and due to external events over

which CDI has little or no control over. CDI’s ability to trade depends

on its ability to manage its financial situation optimally to ensure

that it has sufficient liquidity and solvency to maintain its business.

CDI manages its financial and solvency risks by continuously monitoring its

financial performance and cashflow and ensures that it maintains sufficient

financial resources to carry out its operations and any projects that are

undertaken.

CDI also takes a conservative approach to its capital management and

taxation planning.

Wairake Road, Harewood, Canterbury

CDL Investments New Zealand Limited | 23

WORKFORCE

As a small business which requires highly skilled personnel, CDI

faces significant risk if it is unable to employ sufficiently qualified

people to maintain its operations. An inability to retain talented

staff would result in a loss of historic/collective knowledge.

While CDI has historically sought to outsource key functions of its business,

with the current level of development it has chosen to increase its in-house

capabilities and recruited several new development managers to oversee

and manage key projects. Finding suitably qualified and experienced people

remains challenging and CDI is constantly looking at how it can attract and

retain suitably qualified and experienced personnel across its operations.

Remuneration is benchmarked and reviewed to ensure that it is competitive.

H E ALTH

AND SAFETY

Ensuring the health and safety of our employees and customers is

essential for our business to succeed. The nature of our business

means that there are numerous risks across our business which

might result in harm to an employee or guest.

We have a comprehensive set of health and safety policies and risk registers

in place that identify and categorise risks in the workplace.

We also monitor health and safety incidents and results at each development

alongside our contractors. We also have an employee assistance programme

through EAP Services Limited to help with employee’s mental health and

counselling where required.

BUSINESS

DISRUPTION

A local or global event which affects the movement of people (both

employees and guests) has the potential to be highly disruptive to

our business. The impact of such an event, sustained or not, could

impact on our operations, revenue and cashflow and our reputation.

CDI has a range of policies across its business which would be used to

respond to an emergency situation or natural disaster. Training of staff to

respond to incidents is also conducted periodically.

CDI also has insurance cover for its buildings and for loss of (rental) income.

PROJECT

MANAGEMENT

Risks arise in some of the following ways: schedule delay, cost

overrun, building defects contractor’s performance, as well as

contract disputes, that could impact our operations and sales.

CDI manages this risk by ensuring that there is sufficient oversight and

review of all projects. This can take the form of oversight by its Project

Managers or engaging external assistance where necessary. Together with

external consultants such as engineers and quantity surveyors, CDI imposes

an assessment and monitoring process to identify and manage the key risks

for each project. Stringent evaluation and tendering procedures apply to all

projects to ensure that the best-qualified vendors are appointed. Regular

site visits are also conducted to closely monitor the progress of projects

and manage potential risks of delays, defects and cost overruns.

TECHNOLOGY

Technology is a critical element to ensuring that CDI is able

to operate its business effectively. The risks to CDI include

compromise of those business-critical systems, cybersecurity

incidents, maintaining data it holds securely, ensuring that

its systems remain fit for purposes and adapt to business and

customer needs.

To mitigate these and other risks, CDI (through its majority shareholder

MCK) invests in its hardware and software platforms across its network.

CDI uses the resources of MCK’s dedicated Information Technology

team which also supports CDI’s networks and operations and deals with

cybersecurity threats.

Disaster recovery planning and penetration testing is done to ensure

the security and resilience of our network and systems. External experts

and partners are engaged as required to improve our system resiliency.

LEGAL, REGULATORY

AND COMPLIANCE

CDI is subject to political and policy risks, such as new or

amended public policies, statutory and regulatory requirements.

CDI is exposed to legal and reputational damage resulting from

breach of law or civil actions.

MCK manages these risks by monitoring changes to laws and regulations

and engaging with Government or regulatory bodies on such changes.

It frequently lodges submissions on new legislation and regulations and

will meet with government and local authority officials as part of the

consultation process.

CDI manages legal risk by monitoring and reporting significant litigation

and disputes to the Board and seeking advice from our external lawyers.

Insurers will be involved where necessary.

24 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

FINANCIAL STATEMENTS CONTENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 25

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 26

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

27

CONSOLIDATED STATEMENT OF CASH FLOWS

28–29

NOTES TO THE FINANCIAL STATEMENTS 30–45

INDEPENDENT AUDITOR'S REPORT 46–49

REGULATORY DISCLOSURES

AND STATUTORY INFORMATION CONTENTS

REGULATORY DISCLOSURES 50–51

STATUTORY INFORMATION

52

–57

CDL Investments New Zealand Limited | 25

CDL INVESTMENTS NEW ZEALAND LIMITED

The accompanying notes form part of, and should be read in conjunction with these financial statements.

GROUP

IN THOUSANDS OF DOLLARS NOTE 2024 2023

Property sales 46,049 28,063

Rental income 3,010 2,716

REVENUE 49,059 30,779

Cost of sales (19,274) (10,926)

GROSS PROFIT 29,785 19,853

Other income 28 397

Administrative expenses 3, 4 (1,070) (1,433)

Property expenses (712) (527)

Selling expenses (1

,291)

(7

20)

Other expenses 3, 4 (2,351) (2,373)

RESULTS FROM OPERATING ACTIVITIES 24,389 15,197

Finance income 5 2,381 3,514

Finance costs 5 (9) (12)

NET FINANCE INCOME 2,372 3,502

PROFIT BEFORE INCOME TAX 26,761 18,699

Income tax expense 6 (11,380) (5,236)

PROFIT FOR THE PERIOD 15,381 13,463

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 15,381 13,463

Profit attributable to:

Equity holders 15,381 13,463

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: EQUITY HOLDERS 15,381 13,463

Basic and diluted earnings per share (cents per share) 13 5.28 4.64

For the year ended 31 December 2024

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

26 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE SHARE CAPITAL RETAINED EARNINGS TOTAL EQUITY

Balance at 1 January 2023 65,829 243,052 308,881

Total comprehensive income for the period

Profit for the period

- 13

,463

13

,463

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD - 13,463 13,463

Transactions with owners of the Company

Shares issued under dividend reinvestment plan

13 1,

489

- 1,

489

Dividend to shareholders

13 - (1

0,108)

(1

0,108)

Supplementary dividend

13 – (211) (211)

Foreign investment tax credits 13 – 21

1

21

1

BALANCE AT 31 DECEMBER 2023 67,318 246,407 313,725

Balance at 1 January 2024 67,318 246,407 313,725

Total comprehensive income for the period

Profit for the period - 15

,381

15

,381

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD – 15,381 15,381

Transactions with owners of the Company

Shares issued under dividend reinvestment plan 13 723 - 723

Dividend to shareholders

13 – (10,177) (10,177)

Supplementary dividend 13 – (221) (221)

Foreign investment tax credits 13 – 221 221

BALANCE AT 31 DECEMBER 2024 68,041 251,611 319,652

For the year ended 31 December 2024

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The accompanying notes form part of, and should be read in conjunction with these financial statements.

CDL Investments New Zealand Limited | 27

CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2024 2023

SHAREHOLDERS’ EQUITY

Issued capital 13 68,041 67,318

Retained earnings 251,611 246,407

TOTAL EQUITY 319,652 313,725

Represented by:

NON CURRENT ASSETS

Property, plant and equipment

70 11

4

Development property

8 222,077 203,034

Investment property 9 36,301 35,834

Investment in associate 2 2

TOTAL NON CURRENT ASSETS 258,450 238,984

CURRENT ASSETS

Cash and cash equivalents 12 32,803 2,159

Short term deposits

484 50,000

Trade and other receivables 11 7,517 6,578

Development property 8 29,368 21,507

TOTAL CURRENT ASSETS 70,172 80,244

TOTAL ASSETS 328,622 319,228

NON CURRENT LIABILITIES

Deferred tax liabilities 10 4,354 284

Lease liability 23 57

TOTAL NON CURRENT LIABILITIES 4,377 341

CURRENT LIABILITIES

Trade and other payables

2,

154

3,

820

Employee entitlements

151 138

Income tax payable

2,

254

1,

165

Lease liability

34 39

TOTAL CURRENT LIABILITIES 4,593 5,162

TOTAL LIABILITIES 8,970 5,503

NET ASSETS

319,652 313,725

For and on behalf of the Board

As at 31 December 2024

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

J ELRICK, DIRECTOR

24 February 2025

The accompanying notes form part of, and should be read in conjunction with these financial statements.

D JAMESON, DIRECTOR

24 February 2025

28 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2024 2023

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 48,007 29,469

Interest received 2,850 3,509

Cash was applied to:

Payment to suppliers (27,317) (14,088)

Payment to employees (1,286) (1,280)

Deposits paid on unconditional contracts for development land 19 (663) (662)

Purchase of development land

(23,720) (20,407)

Income tax paid (6,000) (6,850)

NET CASH OUTFLOW FROM OPERATING ACTIVITIES (8,129) (10,309)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Short term deposits 50,000 40,075

Cash was applied to:

Development of investment property (1,017) (386)

Purchase of plant and equipment

(2) (14)

Short term deposits (484) (50,000)

NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES 48,497 (10,325)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was applied to:

Dividend paid (9,454) (8,619)

Principal repayment of lease liability (49) (44)

Supplementary dividend paid (2

21)

(2

11)

NET CASH OUTFLOW FROM FINANCING ACTIVITIES (9,724) (8,874)

Net increase/(decrease) in cash and cash equivalents 30,644 (29,508)

Add opening cash and cash equivalents

2,

159

31

,667

CLOSING CASH AND CASH EQUIVALENTS 12 32,803 2,159

For the year ended 31 December 2024

CONSOLIDATED STATEMENT OF CASH FLOWS

The accompanying notes form part of, and should be read in conjunction with these financial statements.

CDL Investments New Zealand Limited | 29

CDL INVESTMENTS NEW ZEALAND LIMITED

GROUP

IN THOUSANDS OF DOLLARS NOTE 2024 2023

RECONCILIATION OF PROFIT FOR THE PERIOD TO CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit after Taxation 15,381 13,463

Adjusted for non cash items:

Depreciation of investment property 550 933

Depreciation of plant and equipment 8 7

De

preciation of right-of-use assets

39 34

I

ncome tax expense 6 11,380 5,236

Interest expense 9 12

Adjustments for movements in working capital:

Increase in receivables (939) (4,251)

Increase in development property (26,904) (21,393)

Increase/(decrease) in payables (1,653) 2,500

CASH CONSUMED FROM OPERATING ACTIVITIES (2,129) (3,459)

Income tax paid (6,000) (6,850)

CASH OUTFLOW FROM OPERATING ACTIVITIES (8,129) (10,309)

For the year ended 31 December 2024

CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED

The accompanying notes form part of, and should be read in conjunction with these financial statements.

30 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

MATERIAL ACCOUNTING POLICIES

REPORTING ENTITY

CDL Investments New Zealand Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and listed

on the New Zealand Stock Exchange. The Company is a FMC Reporting Entity in terms of the Financial Markets Conduct Act 2013 and the Financial

Reporting Act 2013.

The financial statements of the Company for the year ended 31 December 2024 comprises the Company and its subsidiary (together referred to as

the “Group”). The registered office is located at Level 7, 23 Customs Street East, Auckland, New Zealand.

The principal activities of the Group are the development and sale of residential land properties and rental income from the ownership of development

properties and investment properties comprising commercial warehousing and retail shops.

(A)

STATEMENT OF COMPLIANCE

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They comply with

New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate

for Tier 1 profit-oriented entities. The financial statements also comply with International Financial Reporting Standards (“IFRS”).

The financial statements were authorised for issuance on 24 February 2025.

(B)

BASIS OF PREPARATION

The financial statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial information presented

in New Zealand dollars has been rounded to the nearest thousand, unless otherwise indicated.

The financial statements have been prepared on the historical cost basis and on a going concern basis.

The preparation of financial statements in conformity with NZ IFRS requires management to make judgements, estimates and assumptions that

affect the application of company policies and reported amounts of assets and liabilities, income and expenses. Estimates and underlying assumptions

are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future

period affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the

most significant effect on the amounts recognised in the financial statements are described in Note 2 – Accounting Estimates and Judgements.

(C)

BA

SIS OF CONSOLIDATION

(i)

Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from

it

s involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries

are i

ncluded in the consolidated financial statements from the date on which control commences until the date on which control ceases.

In

tragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing

th

ese consolidated financial statements.

(D)

TRA

DE AND OTHER PAYABLES

Trade and other payables are stated at amortised cost.

(E)

PRO

PERTY, PLANT AND EQUIPMENT

Items of property, plant and equipment are stated at cost less accumulated depreciation. The cost of purchased property, plant and equipment is

the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in bringing

the assets to the location and condition necessary for their intended service. Depreciation on assets is calculated using the straight-line method to

allocate cost to their residual values over their estimated useful lives, as follows:

• Buildings

50 y

ears

• Building surfaces and finishes

30 y

ears

• Building services

20 – 3

0 years

• Plant and equipment

3 – 10 y

ears

No residual values are ascribed to building surfaces and finishes. Residual values ascribed to building core depend on the nature, location and tenure

of each property. Depreciable values of 10% are ascribed to building core.

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CDL Investments New Zealand Limited | 31

CDL INVESTMENTS NEW ZEALAND LIMITED

MATERIAL ACCOUNTING POLICIES – CONTINUED

(F) REVENUE

Revenue represents amounts derived from land and property sales, and is recognised when the customer obtains control of the property and is able

to direct and obtain the benefits from the property. The customer gains control of the property when the Company receives full and final consideration

for the property and the Company transfers over the Certificate of Title.

Rental income from investment properties under operating leases is recognised on a straight-line basis over the term of the lease to the extent that

future rental increases are known with certainty. Lease incentives granted are recognised as an integral part of the total rental income.

The Group grants settlement terms of up to 12 months on certain sections as part of the agreement for sale and purchase for unconditional sales.

In some instances, the acquirers are permitted access to the residential sections for building activities prior to settlement. However, the acquirer

does not obtain substantially all of the remaining benefits of the asset until final settlement of the land and the title has passed.

(G)

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

A number of amendments to standards are effective for annual periods beginning after 1 January 2025 and earlier application is permitted. The Group

has not early adopted the amended standards in preparing the consolidated financial statements. The Group will be adopting the amended standards

from 1 January 2025.

The Group is in the process of finalising the evaluation of impact from the following new and amended standards, including changes in the

Presentation and Disclosure in Financial Statements in line with NZ IFRS 18. The Group does not expect material financial impact from these new

and amended standards but note this may change the presentation and disclosures of the consolidated financial statements.

1. Am

endments to NZ IAS21 Lack of Exchangeability.

2.

Am

endments to NZ IFRS 9 and NZ IFRS 7 Classification and Measurement of Financial Instruments.

3.

Annual Improvements to NZ IFRS Accounting Standards – Volume 11.

4.

NZ I

FRS 18 Presentation and Disclosure in Financial Statements.

5.

IAF

RS 19 Subsidiaries without Public Accountability: Disclosures.

6.

Am

endments to NZ IFRS 10 and NZ IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture.

(H)

NEW CURRENTLY EFFECTIVE STANDARDS

The Group adopted all amended standards that became effective during the reporting period, specifically FRS- 44 New Zealand Additional Disclosures

of Fees for Audit Firms’ Services. However, these new standards did not have any impact on the financial position, performance and cash flows of

the Group.

The Group has adopted the International Tax Reform – Pillar Two Model Rules – Amendments to NZ IAS 12 approved by the New Zealand External

Reporting Board from the issuance date of 10 August 2023. The amendments provide a temporary mandatory exception from deferred tax accounting

and require new disclosures in the annual financial statements in relation to the implementation of the Pillar Two Model Rules published by the

Organisation for Economic Co-operation and Development. The Group has applied the exception with immediate effect. The mandatory exception applies

retrospectively. The group has a presence in jurisdictions that have enacted or substantively enacted legislation in relation to the Pillar Two model rules.

The ultimate parent of the group also being captured under the said rule in their country of operation. Refer to income tax note 6 for detail discussion.

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

32 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

1. SEGMENT REPORTING

OPERATING SEGMENTS

The operating segments of the Group consists of property operations, comprising the development and sale of residential land sections and rental income

from investment properties.

The Group has determined that its chief operating decision maker is the Board of Directors on the basis that it is this group which determines the allocation

of resources to segments and assesses their performance.

An operating segment is a distinguishable component of the Group:

• That is engaged in business activities from which it earns revenues and incurs expenses,

• Whose operating results are regularly reviewed by the Group’s chief operating decision maker

to m

ake decisions on resource allocation to the segment and assess its performance, and

• For which discrete financial information is available.



IN THOUSANDS OF DOLLARS 2024 2023 2024 2023 2024 2023

External revenue 46,313 28,285 2,746 2,494 49,059 30,779

Earnings before interest, depreciation,

amortisation & tax

22,255 13,698 2,731 2,473 24,986 16,171

Finance income 2,381 3,514 - - 2,381 3,514

Finance costs

(9

)

(1

2)

- – (9

)

(1

2)

Depreciation and amortisation

(8) (7) (550) (933) (558) (940)

Depreciation of right-of-use assets (39) (34) - – (39) (34)

Profit before income tax

24,580 17,159 2,181 1,540 26,761 18,699

Income tax expense (6

,852)

(4

,805)

(4

,528)

(4

31)

(1

1,380)

(5

,236)

PROFIT AFTER INCOME TAX 17,728 12,354 (2,347) 1,109 15,381 13,463

Cash & cash equivalents and

short term bank deposits 33,287 52,159 - - 33,287 52,159

Investment in associates

2 2 – – 2 2

Ot

her segment assets 259,032 229,456 36,301 35,834 295,333 265,290

TOTAL ASSETS 292,321 281,617 36,301 35,834 328,622 317,451

Segment liabilities (2,362) (2,277) – - (2,362) (2,277)

Tax liabilities

(2

,229)

(1

,449)

(4

,379)

- (6

,608)

(1

,449)

TOTAL LIABILITIES (4,591) (3,726) (4,379) - (8,970) (3,726)

Plant and equipment expenditure 2 57 - - 2 57

Investment property expenditure - - 1,017 386 1,017 386

Residential land development expenditure 22

,458

10

,135

- - 22

,458

10

,135

Purchase of land for residential land development

23,720 20,407 - - 23,720 20,407

GEOGRAPHICAL SEGMENTS

Segment revenue is based on the geographical location of the segment assets. All segment revenues are derived in New Zealand.

Segment assets are based on the geographical location of the development property. All segment assets are located in New Zealand.

The Group has no major customer representing greater than 10% of the Group’s total revenues.

GROUP

RESIDENTIAL LAND

DEVELOPMENT

INVESTMENT

PROPERTY

CDL Investments New Zealand Limited | 33

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the year ended 31 December 2024

2. ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next

financial year are outlined below:

• Determining the net realisable value of development property to identify any impairment.

• The impairment test for investment properties (refer to note 9 for key assumptions and estimates used).

Management discussed with the Audit Committee the development, selection and disclosure of the Group’s critical accounting policies and estimates

and the application of these policies and estimates.

KEY SOURCES OF ESTIMATION UNCERTAINTY

The Group is exposed to a risk of impairment to development properties should the carrying value exceed the net realisable value due to market fluctuations

in the value of development properties. However, there is no indication of impairment as the net realisable value determined by an independent registered

valuer exceeds the carrying value of development properties (see Note 8).

The valuer adopts the Sales Comparison Approach to determine rates per hectare/per square metre for block land holdings in addition to recent section

sales to derive the gross realisation values. The net realisable values are determined from gross realisation values after deducting appropriate selling costs.

For residential land under development or is due to commence development in the short term, the valuer adopts the Residual Subdivision Approach.

This approach considers the gross realisation values of the sections less costs associated with development including GST, sales commissions, legal fees,

civil and development costs including Council contributions, professional fees, and contingency allowances. In addition, holding costs are deducted for the

estimated timing of development and sell down periods.

In both valuation approaches, the valuer makes assumptions relating to section prices, sell down periods, consumer confidence, unemployment rates,

interest rates, and external economic factors. These assumptions are sensitive to economic factors such as net migration, Official Cash Rate set by the

Reserve Bank, inflation, residential market activity, and business confidence.

The Group is also exposed to a risk of impairment to investment properties should the carrying value exceed the recoverable amount due to market

fluctuations in the value of investment properties. However, there is no indication of impairment as the recoverable amount determined by an independent

registered valuer exceeds the carrying value of investment properties (see Note 9). In determining the recoverable amount, the valuer adopted primarily

the income capitalisation approach with discounted cash flow and depreciated replacement cost approaches used to corroborate. The income capitalisation

approach assessed market rent for each asset is capitalised in perpetuity from the valuation date at an appropriate capitalisation rate. The adopted

capitalisation rate reflects the nature, location, and tenancy profile of the property together with current market investment criteria as evidenced by

recent sales. The recoverable amount is sensitive to movements in the adopted capitalisation rate and the market rent.

CLIMATE-RELATED DISCLOSURE

The Group continues to assess the impact of climate change on its business and its tangible assets. Climate change poses significant risks and challenges

for the land development industry (residential and commercial), as it affects the physical, operational, and financial aspects of land development. Extreme

weather events, such as floods, storms, heatwaves, and droughts, can damage existing infrastructure, disrupt the supply chain, reduce the ability to conduct

and complete works, and increase the insurance and development and acquisition costs. While property developers and landowners are increasingly

cognisant of the climate-related impacts on their properties, the investment community have yet to price in the climate-related impacts on asset values.

This means that the current market value of residential and commercial land may not reflect the potential losses or gains associated with their exposure to

climate risks or their adoption of sustainability measures, decarbonisation initiatives, and sound environmental stewardship. While valuers have made no

explicit adjustments to the recoverable amount of the selected properties in respect of climate change matters, it is anticipated that climate change may

have a greater influence on valuations in the future as investment markets place a greater emphasis on climate change and a property's environmental

resilience and credentials. Known climate risks are reflected in the adopted capitalisation and discount rates.

34 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

3. ADMINISTRATIVE AND OTHER EXPENSES

The following items of expenditure are included in administrative and other expenses:

GROUP

IN THOUSANDS OF DOLLARS NOTE 2024 2023

Fees incurred for services received from audit firm

• Audit fees current year

10

4

91

• O

ut of scope audit fees relating to prior year

6 –

• Tax compliance 4 4

• Greenhouse gas reporting assurance 26 –

• Strategy support advisory services – 74

Depreciation 597 974

Directors’ fees

16 12

6

13

0

Rental payments

90 90

4. PERSONNEL EXPENSES

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

Wages and salaries 1,045 1,129

Employee related expenses and benefits

23

6

14

5

Increase in liability for long-service leave

5 6

1,286 1,280

The Group’s net obligation in respect of long-term service benefits, is the amount of future benefit that employees have earned in return for their service

in the current and prior periods. The obligation is calculated using their expected remunerations and an assessment of likelihood the liability will arise.

5. NET FINANCE INCOME

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

Finance income 2,381 3,514

Finance costs (9) (12)

NET FINANCE INCOME 2,372 3,502

Finance income comprises interest receivable on funds invested that are recognised in profit or loss. Interest income is recognised in profit or loss as it

accrues, using the effective interest method.

Finance costs comprises interest costs on lease liabilities that are recognised in the income statement.

CDL Investments New Zealand Limited | 35

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

6. INCOME TAX EXPENSE

Recognised in the statement of comprehensive income

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

Current tax expense

Current year

7,

336

5,

105

Adjustments for prior years

(2

6)

-

7,310 5,105

Deferred tax expense

Origination and reversal of temporary differences

4,

070

13

1

4,070 131

TOTAL INCOME EXPENSE IN THE STATEMENT OF COMPREHENSIVE INCOME 11,380 5,236

Reconciliation of effective tax rate

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

Profit before income tax 26,761 18,699

Income tax using the company tax rate of 28% (2023: 28%) 7,493 5,236

Removal of deductibility of tax depreciation for industrial and commercial buildings 3,

913

-

Ov

er provided in prior years (26) -

11,380 5,236

EFFECTIVE TAX RATE (EXCLUDING OFF-ONE CHANGES ON TAX DEPRECIATION IMPACT) 28% 28%

Income tax for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised

directly in equity or other comprehensive income, in which case it is recognised in equity or in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance date, and any

adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts used for taxation purposes. The temporary differences relating to investments in subsidiaries are not provided for to the extent that they will

probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the

carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

REMOVAL OF TAX DEPRECIATION ON COMMERCIAL AND INDUSTRIAL BUILDINGS

From the 2020/21 tax year, the Group has been depreciating its commercial and industrial buildings on a 2% diminishing value basis, following the reinstatement

of tax depreciation for buildings with a useful life of 50 years or more as part of the government's COVID-19: Economic Response Package.

Effective from 1 April 2024, the tax depreciation rate reverted to 0%, impacting the tax value of buildings held from the 2024/25 tax year onwards.

The Group recognises deferred tax on temporary differences at the tax rates expected to apply when these differences reverse, using the tax rates enacted

or substantively enacted at the balance sheet date. The change in tax legislation effective from 1 April 2024 eliminates the tax base of commercial and

industrial buildings, thereby creating a temporary difference that leads to a deferred tax liability. This liability is recognised unless the initial recognition

exemption (IRE) under NZ IAS 12 applies, which precludes the recognition of deferred tax on initial recognition of an asset or liability in a transaction that

is not a business combination and at the time of the transaction affects neither accounting nor taxable profit and is a non-cash item.

36 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

6. INCOME TAX EXPENSE – CONTINUED

DEFERRED TAX ON BUILDINGS

The impact of the removal of tax depreciation on commercial and industrial buildings, which reduced the tax base to nil creating a significant taxable

temporary difference for all the Group’s hotel assets and commercial buildings, classified as either Property, Plant and Equipment or investment properties,

irrespective of their date of acquisition. The recognition of this temporary difference as a deferred tax liability depends on whether the buildings were

acquired through business combination and whether the initial recognition exception (IRE) in NZ IAS 12 was previously applied.

The change in tax legislation effective from 1 April 2024 eliminates the tax base for these assets, thereby creating a temporary difference that leads to a

deferred tax liability (DTL). As part of recognising the DTL, a one-off tax expense of $3.9m has been recognised within the year ended 31 December 2024.

PILLAR 2

The ultimate parent of the Group operates in multiple jurisdictions, some of which have enacted or substantively enacted tax legislation to implement the

Pillar Two Model Rules from a date commencing on or after 1 January 2024. As the Pillar Two Model Rules are not effective in New Zealand, for the current

financial year, there is no current tax impact in the Group’s financial statements for the year ended 31 December 2024. The Group has applied a temporary

mandatory exception from deferred tax accounting in respect of the Pillar Two Model Rules and will account for any top-up tax liabilities arising from the

application of the rules as a current tax when it is incurred. Under the Pillar Two Model Rules, the Group will be required to pay a top-up tax if the effective

tax rate per jurisdiction (calculated using the prescribed approach) is below the 15% minimum rate.

The group continues to monitor and evaluate the domestic implementation of the Pillar Two rules in the jurisdictions in which it operates. The group's

potential exposure to Pillar Two taxes, based on legislation that is enacted or substantively enacted, is not expected to be material.

7. IMPUTATION CREDITS

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

IMPUTATION CREDITS AVAILABLE FOR USE IN SUBSEQUENT REPORTING PERIODS

98,506 96,243

8. DEVELOPMENT PROPERTY

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

Expected to settle greater than one year 222,077 203,034

Expected to settle within one year 29,368 21,507

DEVELOPMENT PROPERTY 251,445 224,541

Development property is carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development, and holding costs such as

interest. Interest and other holding costs incurred after completion of development are expensed as incurred. All holding costs are written off through profit

or loss in the year incurred with the exception of interest holding costs which are capitalised during the period when active development is taking place.

No interest (2023: nil) has been capitalised during the year.

The Group’s inventory of development property is reviewed at each balance date to ensure its carrying amount is recorded at the lower of its cost and net

realisable value. The net realisable value of the development property is the estimated selling price in the ordinary course of business less the estimated

costs of completion and costs necessary to make the sale. The determination of net realisable value of inventory involves estimates taking into consideration

prevailing market conditions, current prices and expected date of commencement and completion of the project, the estimated future selling price, cost to

complete projects and selling costs. An impairment loss is recognised in the income statement to the extent that the carrying value of development property

exceeds its estimated net realisable value.

The fair value of development property held at 31 December 2024 was determined by an independent registered valuer, DM Koomen SPINZ of Extensor

Advisory Limited. The fair value is determined to estimate the net realisable value. The net realisable value as determined by the independent registered

valuer, exceeds the carrying value of development property.

CDL Investments New Zealand Limited | 37

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

9. INVESTMENT PROPERTY

GROUP

WORK IN

IN THOUSANDS OF DOLLARS FREEHOLD LAND BUILDINGS PROGRESS TOTAL

Cost

Balance at 1 January 2023 659 36,331 - 36,990

Additions

– – 38

6

3

86

Transfers between categories – 386 (386) –

Balance at 31 December 2023 659 36,717 - 37,376

Balance at 1 January 2024 659 36,717 – 37,376

Additions – – 1,017 1,017

Balance at 31 December 2024 659 36,717 1,017 38,393

Depreciation and impairment losses

Balance at 1 January 2023 – (609) – (609)

Depreciation charge for the year – (933) – (933)

Balance at 31 December 2023 – (1

,542)

– (1

,542)

Balance at 1 January 2024

– (1,542) – (1,542)

Depreciation charge for the year – (5

50)

– (5

50)

Balance at 31 December 2024 – (2,092) – (2,092)

Carrying amounts

Balance at 1 January 2023 65

9

35

,722

- 36

,381

BALANCE AT 31 DECEMBER 2023 659 35,175 - 35,834

Balance at 1 January 2024 659 35,175 - 35,834

BALANCE AT 31 DECEMBER 2024 659 34,625 1,017 36,301

Investment properties consist of commercial warehousing at Wiri in Auckland, retail shops at Prestons Park in Christchurch, and retail shops at Stonebrook in

Rolleston which are fully operational. The fair value of investment properties held at 31 December 2024 was determined by an independent registered valuer,

DM Koomen SPINZ of Extensor Advisory Limited as $65.1 million (2023: $62.7 million). The fair value measurement was categorised as Level 3 (highest of the

fair value hierarchy) based on the inputs to the valuation methodology used i.e. primarily the income capitalisation approach with discounted cash flow and

depreciated replacement cost approaches used to corroborate.

Investment properties are properties held either to earn rental income or capital appreciation or for both, but not for sale in the ordinary course of business,

use in the production or supply of goods and services, or for administrative purposes.

Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation on the investment properties is

computed by asset classes using the policy disclosed in Note (e). Cost includes expenditure that is directly attributable to the acquisition of the investment

properties. Costs of self-constructed investment properties include costs of materials and direct labour, any other costs directly attributable to bringing the

investment properties to a working condition for their intended use and capitalised borrowing costs. Gains and losses on disposal of investment properties

(calculated as the difference between the net proceeds from disposal and the carrying amounts of the investment properties) are recognised in the profit

and loss.

IMPAIRMENT

Annual reviews of the carrying amounts of investment properties are undertaken for indicators of impairment. Where indicators of impairment were identified,

the recoverable amounts were estimated based on internal or external valuations undertaken. The cash generating units (CGU) are individual properties.

The recoverable amounts of the investment properties, being the higher of the fair value less costs to sell and value-in-use, were predominantly determined

using the fair value less costs to sell basis and were estimated using primarily the income capitalisation approach with discounted cash flow and depreciated

replacement cost approaches used to corroborate.

38 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

9. INVESTMENT PROPERTY – IMPAIRMENT – CONTINUED

During the year, management identified two (2023: two) properties with a carrying value of $14.5 million (2023: $13.7 million) that had indicators of impairment.

Average market capitalisation rates appropriate to the properties range from 6.25% to 7.25% (2023: 6.50% to 7.00%). Average market rent per square metre

rates appropriate to the properties range from $318 to $396 (2023: $341 to $358). There is no impairment expense recognised in the period (2023: no impairment).

OPERATING LEASES

The Group leases out its investment property. The Group has classified these leases as operating leases, because they do not transfer substantially all of the

risks and rewards incidental to the ownership of the assets.

Rental income recognised by the Group during 2024 was $2.7 million (2023: $2.5 million).

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date:

GROUP

IN THOUSANDS OF DOLLARS 2024 2023

Within 1 year 2,745 2,665

More than 1 year but within 2 years 2,793 2,675

More than 2 years but within 3 years 2,

835

2,

722

More than 3 years but within 4 years 2,784 2,760

More than 4 years but within 5 years 1,

947

2,

668

After 5 years 708 2,553

13,812 16,043

CDL Investments New Zealand Limited | 39

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

10. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following: GROUP

ASSETS LIABILITIES NET

IN THOUSANDS OF DOLLARS 2024 2023 2024 2023 2024 2023

Investment property - – (4,379) (345) (4,379) (345)

Development property - - (81) (81) (81) (81)

Employee benefits 106 142 - - 106 142

NET TAX ASSETS/(LIABILITIES) 106 142 (4,460) (426) (4,354) (284)

MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR

GROUP

BALANCE AT RECOGNISED IN BALANCE AT

IN THOUSANDS OF DOLLARS 1 JAN 2023 PROFIT OR LOSS 31 DEC 2023

Investment property (156) (189) (345)

Development property (81) - (81)

Employee benefits 84 58 142

(153) (131) (284)

MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR

GROUP

BALANCE AT RECOGNISED IN BALANCE AT

IN THOUSANDS OF DOLLARS 1 JAN 2024 PROFIT OR LOSS 31 DEC 2024

Investment property (345) (4,034) (4,379)

Development property

(8

1)

– (8

1)

Employee benefits 142 (36) 106

(284) (4,070) (4,354)

Refer note 6 for the deferred tax impact of the removal of tax depreciation on commercial and industrial build.

11. TRADE AND OTHER RECEIVABLES

GROUP

IN THOUSANDS OF DOLLARS 2024 2023

Trade receivables 672 325

Other receivables and prepayments 6,845 6,253

TRADE AND OTHER RECEIVABLES 7,517 6,578

None of the trade and other receivables are impaired.

Trade and other receivables are stated at their cost less impairment losses. The Group applies the simplified approach to providing for expected credit losses

prescribed by NZ IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. The allowance for doubtful debts on

trade receivables are either individually or collective assessed based on number of days overdue. The Group takes into account the historical loss experience

and incorporate forward looking information and relevant macroeconomic factors.

For the year ended 31 December 2024

40 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

12. CASH AND CASH EQUIVALENTS

GROUP

IN THOUSANDS OF DOLLARS 2024 2023

Bank balances 32,803 2,084

Call deposits – 75

CASH AND CASH EQUIVALENTS 32,803 2,159

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

13. CAPITAL AND RESERVES

COMPANY

Share capital 2024 2024 2023 2023

SHARES SHARES

‘000S $000’S ‘000S $000’S

Shares issued 1 January 290,785 67,318 288,808 65,829

Issued under dividend reinvestment plan 1,039 723 1,977 1,489

TOTAL SHARES ISSUED AND OUTSTANDING 291,824 68,041 290,785 67,318

All shares carry equal rights and rank pari passu with regard to residual assets of the Company and do not have a par value. At 31 December 2024, the authorised

share capital consisted of 291,823,552 fully paid ordinary shares (2023: 290,784,833).

DIVIDEND REINVESTMENT PLAN

In 1998, the Company adopted a Dividend Reinvestment Plan pursuant to which shareholders may elect to receive ordinary dividends in the form of either cash

or additional shares in the Company. The additional shares are issued at the weighted average market price for the shares traded over the first five business

days immediately following the Record Date.

Accordingly, the Company issued 1,038,719 additional shares under the Dividend Reinvestment Plan on 16 May 2024 (2023: 1,977,136) at a strike price of $0.6961

per share issued (2023: $0.7530).

DIVIDENDS

The following dividends were declared and paid during the year 31 December 2024:

COMPANY

IN THOUSANDS OF DOLLAR 2024 2023

3.5 cents per qualifying ordinary share (2023: 3.5 cents) 10,177 10,108

10,177 10,108

The following dividends were declared by the directors on 20 February 2025. The dividends have not been provided for and there are no income tax

consequences. It is anticipated that a portion of the dividends declared will be paid by way of shares through the Dividend Reinvestment Plan.

COMPANY

IN THOUSANDS OF DOLLAR

202

4

3.5 cents ordinary dividend per qualitying ordinary share 10,214

3.5 CENTS TOTAL DIVIDEND PER QUALITYING ORDINARY SHARE 10,214

For the year ended 31 December 2024

CDL Investments New Zealand Limited | 41

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

13. CAPITAL AND RESERVES – CONTINUED

BASIC AND DILUTED EARNINGS PER SHARE

The basic earnings per share and the diluted earnings per share are the same. The calculation of basic and diluted earnings per share at 31 December 2024

was based on the profit attributable to ordinary shareholders of $15,381,000 (2023: $13,463,000); and weighted average number of ordinary shares outstanding

during the year ended 31 December 2024 of 291,477,000 (2023: 290,126,000), calculated as follows:

PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (BASIC & DILUTED)

GROUP

IN THOUSANDS OF DOLLARS 2024 2023

Profit for the period 15,381 13,463

PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 15,381 13,463

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

COMPANY

2024 2023

SHARES SHARES

‘000S ‘000S

Issued ordinary shares at 1 January 290,785 288,808

Effect of 1,038,719 shares issued in May 2024 692 -

Ef

fect of 1,977,136 shares issued in May 2023 - 1,318

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES AT 31 DECEMBER 291,477 290,126

EARNINGS PER SHARE (BASIC & DILUTED)

GROUP

2024 2023

BASIC AND DILUTED EARNINGS PER SHARE (CENTS PER SHARE)

5.28 4.64

SUPPLEMENTARY DIVIDEND AND FOREIGN INVESTMENT TAX CREDIT

The Company pays a supplementary dividend to portfolio non-resident investors to offset non-resident withholding tax payable on imputed dividends from the

Company. Under the foreign investor tax credit (FITC) rules, the Company receives a tax credit equal to the supplementary dividend paid. The supplementary

dividend is based on the amount of imputation credit attached to the dividend.

42 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

14. FINANCIAL INSTRUMENTS

The Group only holds non-derivative financial instruments which comprise trade and other receivables, cash and cash equivalents, short term deposits,

and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable

transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

On initial recognition, a financial asset is classified as subsequently measured at: Amortised cost; FVOCI- debt investment; FVOCI- equity investment; or FVTPL.

Financial liabilities are classified as measured at amortised cost or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets,

in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and not designated at FVTPL:

• It is held within a business model whose objective is to hold assets to collect contractual cash flows: and

• Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfer the financial

asset to another party without retaining control or substantially all risks and rewards of the asset.

Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

GROUP

IN THOUSANDS OF DOLLARS

NO

TE

20

24

20

23

Financial Assets

Cash and cash equivalents

12 32

,803

2,

159

Short term deposits

484 50,000

Trade and other receivables 11 7,517 6,578

Financial Liabilities

Trade and other payables 2,154 3,820

Exposure to credit and interest rate risks arises in the normal course of the Group’s business.

CREDIT RISK

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers

requiring credit over a certain amount. The Group does not require collateral in respect of financial assets.

The key factor in managing risk is that the Certificate of Title is only transferred to the purchaser when all cash is received in full upon settlement.

The Group’s exposure to credit risk is mainly influenced by its customer base. As such it is concentrated to the default risk of its industry. However, geographically

there is no credit risk concentration as the Company spreads the risk by operating in three regions in the North Island and one region in the South Island.

Cash, cash equivalents, and term deposits are allowed only in liquid securities and only with counterparties (minimum rating of Moody’s Aa3) that have a

credit rating equal to or better than the Group. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

At the balance date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of

each financial asset.

INTEREST RATE RISK

The Group has no debt (2023: nil) and is only exposed to movements in interest rates on short-term investments which is explained in the sensitivity analysis.

Interest income is earned on the cash and cash equivalent balance and the short-term deposits balance.

SENSITIVITY ANALYSIS

The Group manages interest rate risk by maximising its interest income through forecasting its cash requirements and cash inflows. Over the longer-term,

however, permanent changes in interest rates will have an impact on profit.

An increase of one percentage point in interest rates would have increased the Group’s profit before income tax by $473,000 (2023: $641,000) in the

current period. Conversely, a decrease of one percentage point in interest rates would have decreased the Group’s profit before income tax by $473,000

(2023: $641,000) in the current period.

For the year ended 31 December 2024

CDL Investments New Zealand Limited | 43

CDL INVESTMENTS NEW ZEALAND LIMITED

14. FINANCIAL INSTRUMENTS – CONTINUED

EFFECTIVE INTEREST AND REPRICING ANALYSIS

In respect of income earning financial assets, the following tables indicate the effective interest rates at the balance sheet date and the periods in which

they reprice.

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

20242023

IN THOUSANDS OF DOLLARSNOTE

EFFECTIVE

INTEREST

RAT ETOTAL

6 MONTHS

OR LESS

6–12

MONTHS

EFFECTIVE

INTEREST

RAT ETOTAL

6 MONTHS

OR LESS

6–12

MONTHS

Cash and cash equivalents120.00%

to 4.25%

32,80332,803–0.00%

to 5.77%

2 ,1592 ,159–

Short term deposits5.24%

to 5.46%

484754095.79%

to 6.05%

50,00045,0005,000

33,28732,87840952,1594 7,1 5 95,000

GROUP

LIQUIDITY RISK

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an ongoing basis. In general,

the Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities. It is the Group’s policy to

provide credit and liquidity enhancement only to wholly owned subsidiaries.

The following table sets out the contractual cash flows for all financial liabilities that are settled on a gross cash flow basis:

GROUP

202

4

202

3

BALANCE 6 MONTHS 6–12 BALANCE 6 MONTHS 6–12

IN THOUSANDS OF DOLLARS SHEET OR LESS MONTHS SHEET OR LESS MONTHS

Trade and other payables 2,154 2,154 - 3,820 1,625 2,195

2,154 2,154 - 3,820 1,625 2,195

ESTIMATION OF FAIR VALUES

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the above tables.

(a) Cash, accounts receivable, accounts payable and related party receivables. The carrying amount for these balances approximate their fair value

because of the short maturities of these items.

CAPITAL MANAGEMENT

The Group’s capital includes share capital and retained earnings.

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the

business. The impact of the level of capital on shareholders’ return is also recognised and the Group recognises the need to maintain a balance between the

higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

The Group is not subject to any external imposed capital requirements. The allocation of capital is, to a large extent, driven by optimisation of the return

achieved on the capital allocated. The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.

There have been no material changes in the Group’s management of capital during the period.

44 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

15. CAPITAL AND LAND DEVELOPMENT COMMITMENTS

As at 31 December 2024, the Group had entered into contractual commitments for development expenditure and unconditional purchases of land. Development

expenditure represents amounts contracted and forecast to be incurred in 2025 in accordance with the Group’s development programme.

GROUP

IN THOUSANDS OF DOLLARS 2024 2023

Development expenditure 24,269 19,743

Land purchases

13

,261

6,

620

37,530 26 , 36 3

16. RELATED PARTIES

IDENTITY OF RELATED PARTIES

The Company has a related party relationship with its wholly owned subsidiary, CDL Land New Zealand Limited, as well as a fellow subsidiary of its parent

(see Note 17), and with its Directors and executive officer.

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

None of the Directors of the Company and their immediate relatives have control of the voting shares of the Company. Key management personnel include

the Board comprising non-executive directors, executive director and executive officer.

The total remuneration and value of other benefits earned by each of the Directors of the Company for the year ending 31 December 2024 was:

GROUP

IN THOUSANDS OF DOLLARS

20

24

20

23

Non-executive directors 126 130

Executive director 86 413

Executive officer

482 -

694 543

Non-executive directors receive director’s fees only. The executive director and executive officer receive short-term employee benefits which include a base

salary and an incentive plan. They do not receive remuneration or any other benefits as a director of the Company or its subsidiary.

Total remuneration of non-executive directors is included in “administrative and other expenses” (see Note 3) and total remuneration of executive director

and executive officer is included in “personnel expenses” (see Note 4).

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

CDL Investments New Zealand Limited | 45

CDL INVESTMENTS NEW ZEALAND LIMITED

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

17. GROUP ENTITIES

CONTROL OF THE GROUP

CDL Investments New Zealand Limited is a subsidiary of Millennium & Copthorne Hotels New Zealand Limited by virtue of Millennium & Copthorne Hotels New

Zealand Limited owning 65.31% (2023: 65.54%) of the Company and having one out of five of the Directors on the Board. Millennium & Copthorne Hotels New

Zealand Limited is 75.86% (2023: 70.79%) owned by CDL Hotels Holdings New Zealand Limited (computed on voting shares), which is a wholly owned subsidiary

of Millennium & Copthorne Hotels Limited in the United Kingdom. The ultimate holding company is Hong Leong Investment Holdings Pte Ltd in Singapore.

During the year, CDL Investments New Zealand Limited has reimbursed its parent, Millennium & Copthorne Hotels New Zealand Limited, $431,000

(2023: $427,000) for shared office expenses incurred by the parent on behalf of the Group and reimbursed its parent for its portion of insurance premiums

of $254,000 (2023: $199,000).

During 2024, CDL Investments New Zealand Limited issued no additional shares (2023: Nil) to its parent, Millennium & Copthorne Hotels New Zealand Limited,

under the Dividend Reinvestment Plan (see Note 13). The total shares on issue to Millennium & Copthorne Hotels New Zealand Limited is 190,591,297

(2023: 190,591,297).

18. CONTINGENT LIABILITIES

CDL Investments New Zealand Limited has a bank guarantee in place as a requirement of being listed on the New Zealand Stock Exchange. The maximum

value of this guarantee is $75,000 (2023: $75,000).

19. SUBSEQUENT EVENTS

Post balance date, the purchase of 6.5 hectares of land for $13.3 million in Hamilton was settled during January 2025. The settlement will be recognised as

an increase in land classified as development property in 2025.

On 20 February 2025, an ordinary dividend of 3.5 cents per qualifying share was declared by the Directors (see Note 13).

46 | CDL Investments New Zealand Limited
pages 33 to 53 present fairly, in all material respects:




© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited,

a private English company limited by guarantee. All rights reserved.


Document classification: KPMG Public


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited (Group)

Report on the audit of the consolidated financial statements

Opinion

We have audited the accompanying consolidated

financial statements which comprise:

­ the consolidated statement of financial position as

at 31 December 2024;

­ the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

­ notes, including material accounting policy

information and other explanatory information.


In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the Company) and its subsidiaries

(the Group) on pages 1 to 20 present fairly in all

material respects:

­ the Group’s financial position as at 31

December 2024 and its financial

performance and cash flows for the year

ended on that date;

­ In accordance with New Zealand

Equivalents to International Financial

Reporting Standards (NZ IFRS) issued by

the New Zealand Accounting Standards

Board and the International Financial

Reporting Standards issued by the

International Accounting Standards Board.



Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of CDL Investments New Zealand Limited in accordance with Professional and Ethical

Standard 1 International Code of Ethics for Assurance Practitioners (Including International Independence

Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants

(including International Independence Standards) (IESBA Code), as applicable to audits of financial statements of

public interest entities. We have also fulfilled our other ethical responsibilities in accordance with Professional and

Ethical Standards 1 and the IESBA Code.

Our responsibilities under ISAs (NZ)(Revised) are further described in the Auditor’s responsibilities for the audit of

the consolidated financial statements section of our report.

Our firm has provided other services to the Group in relation to tax compliance, taxation advisory and limited

assurance services in respect of Green House Gas Emissions reporting. Subject to certain restrictions, partners

and employees of our firm may also deal with the Group on normal terms within the ordinary course of trading

activities of the business of the Group. These matters have not impaired our independence as auditor of the Group.

The firm has no other relationship with, or interest in, the Group.





© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member

firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Document classification: KPMG Public






2


Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $2m determined with reference to a benchmark of the Group’s total assets. We chose the

benchmark because, in our view, this is a key measure of the Group’s performance.



Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion.

Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the

consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the

consolidated financial statements.

The key audit matter How the matter was addressed in our

audit

Capitalisation and allocation of development costs

Refer to Note 8 to the financial

statements.

The group’s development property

comprises land and development costs

incurred to develop land into

subdivisions and individual properties

for sale. The development property

portfolio represents 77% of total assets

on the consolidated statement of

financial position.

The capitalisation and allocation of

development costs is a key audit matter

as determining whether to capitalise or

expense costs relating to development

of the land is subjective, as it depends

on whether the costs enhance the land

or maintain the current value. In

addition, there is significant judgement

in determining whether obligations exist

for future costs and how to allocate

capitalised development costs to

individual properties or stages.

The key judgements used in this

determination are:

Our audit procedures included:

• Evaluating the group’s accounting policy for capitalisation

of development costs using the criteria in the accounting

standard.

• Developing an understanding of the key controls over the

cost capitalisation and allocation process.

• Agreeing a sample of capitalised development costs to

supporting documentation. For each selected transaction

we:

- considered the nature of the costs capitalised and

evaluated whether they are eligible for capitalisation

under the relevant accounting standard.

- assessed the appropriateness of allocation to the

individual project stages and land lots.

• Agreeing a sample of land acquisitions to sales and

purchase agreements, settlement document and cash

payment.

• Performing analytical procedures in relation development

property costs of sales to assess that margins recognised

between periods were appropriate, including considering

alternative methods of allocation.

• Performing a retrospective review of the forecast costs

and cost of sales to ensure the reasonableness of forecast

cost estimation.

(the Group) on pages 25 to 45 present fairly in all

CDL Investments New Zealand Limited | 47






2


Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $2m determined with reference to a benchmark of the Group’s total assets. We chose the

benchmark because, in our view, this is a key measure of the Group’s performance.


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion.

Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the

consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the

consolidated financial statements.

The key audit matter How the matter was addressed in our

audit

Capitalisation and allocation of development costs

Refer to Note 8 to the financial

statements.

The group’s development property

comprises land and development costs

incurred to develop land into

subdivisions and individual properties

for sale. The development property

portfolio represents 77% of total assets

on the consolidated statement of

financial position.

The capitalisation and allocation of

development costs is a key audit matter

as determining whether to capitalise or

expense costs relating to development

of the land is subjective, as it depends

on whether the costs enhance the land

or maintain the current value. In

addition, there is significant judgement

in determining whether obligations exist

for future costs and how to allocate

capitalised development costs to

individual properties or stages.

The key judgements used in this

determination are:

Our audit procedures included:

• Evaluating the group’s accounting policy for capitalisation

of development costs using the criteria in the accounting

standard.

• Developing an understanding of the key controls over the

cost capitalisation and allocation process.

• Agreeing a sample of capitalised development costs to

supporting documentation. For each selected transaction

we:

- considered the nature of the costs capitalised and

evaluated whether they are eligible for capitalisation

under the relevant accounting standard.

- assessed the appropriateness of allocation to the

individual project stages and land lots.

• Agreeing a sample of land acquisitions to sales and

purchase agreements, settlement document and cash

payment.

• Performing analytical procedures in relation development

property costs of sales to assess that margins recognised

between periods were appropriate, including considering

alternative methods of allocation.

• Performing a retrospective review of the forecast costs

and cost of sales to ensure the reasonableness of forecast

cost estimation.






2


Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $2m determined with reference to a benchmark of the Group’s total assets. We chose the

benchmark because, in our view, this is a key measure of the Group’s performance.


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion.

Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the

consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the

consolidated financial statements.

The key audit matter How the matter was addressed in our

audit

Capitalisation and allocation of development costs

Refer to Note 8 to the financial

statements.

The group’s development property

comprises land and development costs

incurred to develop land into

subdivisions and individual properties

for sale. The development property

portfolio represents 77% of total assets

on the consolidated statement of

financial position.

The capitalisation and allocation of

development costs is a key audit matter

as determining whether to capitalise or

expense costs relating to development

of the land is subjective, as it depends

on whether the costs enhance the land

or maintain the current value. In

addition, there is significant judgement

in determining whether obligations exist

for future costs and how to allocate

capitalised development costs to

individual properties or stages.

The key judgements used in this

determination are:

Our audit procedures included:

• Evaluating the group’s accounting policy for capitalisation

of development costs using the criteria in the accounting

standard.

• Developing an understanding of the key controls over the

cost capitalisation and allocation process.

• Agreeing a sample of capitalised development costs to

supporting documentation. For each selected transaction

we:

- considered the nature of the costs capitalised and

evaluated whether they are eligible for capitalisation

under the relevant accounting standard.

- assessed the appropriateness of allocation to the

individual project stages and land lots.

• Agreeing a sample of land acquisitions to sales and

purchase agreements, settlement document and cash

payment.

• Performing analytical procedures in relation development

property costs of sales to assess that margins recognised

between periods were appropriate, including considering

alternative methods of allocation.

• Performing a retrospective review of the forecast costs

and cost of sales to ensure the reasonableness of forecast

cost estimation.

48 | CDL Investments New Zealand Limited





3


The key audit matter How the matter was addressed in our

audit

• Whether costs are eligible for

capitalisation under the relevant

accounting standards

• the allocation of capitalised costs to

the individual projects, stages and

land lots and the associated

recognition of cost of sales

• Whether a capitalised cost and the

associated liability for future

obligations should be recorded

under the relevant accounting

standard.

• Evaluating the reasonableness of the group’s judgement

to record liabilities for future obligations and that these

have been appropriately measured and recorded in

accordance with the applicable accounting standard.

• Assessing disclosures included in the consolidated

financial statements in respect of the development

properties using our understanding obtained from our

testing and against the requirements of the accounting

standards.

Our testing did not identify any material exceptions related to

capitalised development costs, the allocation of those costs to

individual project stages and the recognition of future development

cost obligations.



Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report and Annual Climate Statement (prepared in accordance with the Aotearoa New Zealand Climate

Standards). Other information in the Annual Report may include the Directors’ Review, disclosures relating to

Corporate Governance, Portfolio information, Financial Summary, and the other information included in the Annual

Report. The Annual Climate Statement discloses information about the effects of climate change on the entity’s

business. Our opinion on the consolidated financial statements does not cover any other information and we do

not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the Annual Report

and Annual Climate Statement when they become available and consider whether the other information it contains

is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or

otherwise appear misstated. If based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have received the Directors’ review

and have nothing to report in regard to it.

The Annual Report and Annual Climate Statement are expected to be made available to us after the date of this

Independent Auditor's Report and we will report the matters identified, if any, to those charged with governance.



Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so

that we might state to the shareholders those matters we are required to state to them in the independent

auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities

directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume

any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent

auditor’s report, or any of the opinions we have formed.







3


The key audit matter How the matter was addressed in our

audit

• Whether costs are eligible for

capitalisation under the relevant

accounting standards

• the allocation of capitalised costs to

the individual projects, stages and

land lots and the associated

recognition of cost of sales

• Whether a capitalised cost and the

associated liability for future

obligations should be recorded

under the relevant accounting

standard.

• Evaluating the reasonableness of the group’s judgement

to record liabilities for future obligations and that these

have been appropriately measured and recorded in

accordance with the applicable accounting standard.

• Assessing disclosures included in the consolidated

financial statements in respect of the development

properties using our understanding obtained from our

testing and against the requirements of the accounting

standards.

Our testing did not identify any material exceptions related to

capitalised development costs, the allocation of those costs to

individual project stages and the recognition of future development

cost obligations.



Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report and Annual Climate Statement (prepared in accordance with the Aotearoa New Zealand Climate

Standards). Other information in the Annual Report may include the Directors’ Review, disclosures relating to

Corporate Governance, Portfolio information, Financial Summary, and the other information included in the Annual

Report. The Annual Climate Statement discloses information about the effects of climate change on the entity’s

business. Our opinion on the consolidated financial statements does not cover any other information and we do

not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the Annual Report

and Annual Climate Statement when they become available and consider whether the other information it contains

is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or

otherwise appear misstated. If based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have received the Directors’ review

and have nothing to report in regard to it.

The Annual Report and Annual Climate Statement are expected to be made available to us after the date of this

Independent Auditor's Report and we will report the matters identified, if any, to those charged with governance.


Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so

that we might state to the shareholders those matters we are required to state to them in the independent

auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities

directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume

any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

CDL Investments New Zealand Limited | 49

Responsibilities of directors for the consolidated financial

statements

The directors, on behalf of the Group, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with NZ

IFRS issued by the New Zealand Accounting Standards Board and the International Financial Reporting

Standards issued by the International Accounting Standards Board;

— implementing the necessary internal control to enable the preparation of a consolidated set of financial

statements that is free from material misstatement, whether due to fraud or error; and

— assessing the ability of the Group to continue as a going concern. This includes disclosing, as

applicable, matters related to going concern and using the going concern basis of accounting unless

they either intend to liquidate or to cease operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objective is:

— to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in

accordance with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of the

consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located at the

External Reporting Board (XRB) website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/


This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Geoff Lewis.

For and on behalf of:

KPMG

Auckland

24 February 2025

50 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

20 LARGEST SHAREHOLDERS (as at 3 March 2025)

RANK SHAREHOLDER NUMBER OF SECURITIES % OF ISSUED CAPITAL

1. Millennium & Copthorne Hotels New Zealand Limited 190,591,297 65.31

2

Ad

rian Ho

23

,832,598

8.1

7

3

Ac

cident Compensation Corporation – NZCSD

13

,244,925

4.

54

4

Citibank Nominees (New Zealand) Limited – NZCSD 4,844,727 1.66

5 NZX WT Nominees Limited 3,185,201 1.09

6 Christina Seet 2,851,740 0.98

7 Faro Equities Limited 2,100,000 0.72

8

MF

L Mutual Fund Limited – NZCSD

1,

441,196

0.

49

9

Hugh Green Limited 1,412,055 0.48

10 Custodial Services Limited 1,280,328 0.44

11 Geok Loo Goh 1,079,834 0.37

12

HS

BC Nominees (New Zealand) Limited – NZCSD

84

8,698

0.

29

13

Gr

aeme Stuart Lord & Lisa Anne Lord

81

7,499

0.

28

14

New Z

ealand Depository Nominee Limited

75

5,826

0.

26

15

St

even Cheong Kwok Wing

70

2,823

0.

24

16

Ro

ger Parker

69

7,116

0.

24

17

Ca

liber Investments (2011) Limited

69

3,573

0.

24

18

Mi

chael Robert Mayger & Eleanor Margaret Mayger

67

9,710

0.

23

19

BNP Paribas Nominees (NZ) Limited – NZCSD 638,460 0.22

20

NZ

X WT Nominees Limited

59

8,924

0.

21

NZCSD provides a custodial depositary service to its clients and does not have a beneficial interest in the shares held in its name.

HOLDINGS SIZE (as at 3 March 2025)

SIZE OF SHAREHOLDING NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL

1–499 58 9,999 0.00

500–999 39 27,053 0.01

1

,000–1,999

32

6

44

6,890

0.1

5

2,000–4,999 861 2,647,376 0.91

5

,000–9,999

45

3

3,

172,667

1.

09

1

0,000–49,999

58

9

11

,987,717

4.1

1

50,000–99,999 82 5,570,330 1.91

1

00,000–499,999

82 15

,158,498

5.1

9

5

00,000–999,999

10 6,

939,121

2.3

8

1,

000,000 Over

11 24

5,863,901

84

.25

ROUNDING 0.00

TOTAL 2,511 291,823,552 100.00

REGULATORY DISCLOSURES

CDL Investments New Zealand Limited | 51

CDL INVESTMENTS NEW ZEALAND LIMITED

DOMICILE OF SHAREHOLDERS (as at 1 March 2025)

NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL

New Zealand 2400 255,670,013 87.61

Australia and overseas 111 36,153,539 12.39

TOTAL 2511 291,823,552 100.00

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conducts Act 2013, as at 1 March 2025, the substantial product holders in the Company

are noted below:

SECURITIES CLASS %

Millennium & Copthorne Hotels New Zealand Limited 190,591,297 Ordinary Shares 65.31

Adrian Ho 23,832,598 Ordinary Shares 8.17

As at 1 March 2025, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares) was 291,823,552.

REGULATORY DISCLOSURES – CONTINUED

52 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

DIRECTORS (section 211(1)(I), Companies Act 1993)

As at 31 December 2024, the Company’s Directors were Messrs. JE Elrick, JH Henderson, DJ Jameson, ES Kwek and VWE Yeo.

The gender breakdown of the Board is 3 male directors, 2 female directors and 0 gender diverse directors (2023: 5 male directors, 1 female director,

0 gender diverse directors). CDI currently has 1 female and 3 male officers and 0 gender diverse officers (2023: 1 female officer, 3 male officers and

0 gender diverse officers).

INTERESTS REGISTER (sections 189(1)(c) and 211(1)(e), Companies Act 1993)

The Company maintains an Interests Register as required under the Companies Act 1993. For the period under review, the following entries were recorded:

USE OF COMPANY INFORMATION (Section 145, Companies Act 1993)

During the year, the Board did not receive any notices from any Directors of the Company requesting the use of company information which they would

have received in their capacity as Directors which would not otherwise have been available to them.

SHARE DEALING (Section 148, Companies Act 1993)

No share dealings by Directors occurred during the year.

DIRECTORS’ AND ASSOCIATED PERSONS SHAREHOLDINGS (AS AT 31 DECEMBER 2024)

DIRECTOR 2023 2024

J Elrick Not applicable Nil

J Henderson Nil Nil

DJ Jameson Ni

l

Ni

l

ES Kwek Nil Nil

VWE Yeo Ni

l

Ni

l

REMUNERATION (Sections 161 and 211(1)(F), Companies Act 1993)

The total remuneration and value of other benefits earned received by each of the Directors of the Company for the year ending 31 December 2024 was:

DIRECTOR REMUNERATION

Colin Sim (to March 2024) $7,192

J Elrick (from November 2024) $6,125

J Henderson

$37,000

DJ Jameson $43,167

ES Kwek Nil^

VWE Yeo $32,917

^ Mr ES Kwek, being the Executive Director of Millennium & Copthorne Hotels Limited, did not receive any fees as Chairman or as a Director of the Company.

Mr. Jason Adams, in his capacity as Managing Director of the Company to March 2024 did not receive any fees as a Director of the Company or its subsidiary.

INDEMNITY AND INSURANCE (Section 162, Companies Act 1993)

In accordance with the Company’s constitution, the Company has insured all its Directors and the Directors of its subsidiary against liabilities to other parties

(except the Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not cover liabilities arising from

criminal actions.

STATUTORY INFORMATION

CDL Investments New Zealand Limited | 53

CDL INVESTMENTS NEW ZEALAND LIMITED

GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993)

As at 31 December 2024, the Directors of the Company have made general disclosures of interest in the following companies:

J E ELRICK

Director of:

Community Living Limited Crown Irrigation Limited Door Solutions (2021) Limited

Inframax Construction Limited Jandrew Investments Limited Janie Elrick Limited

Trustee of:

Community Living Trust

J H HENDERSON

Director of:

Ding Bay Limited John Henderson Resources Limited

D J JAMESON

Director of:

Ampio Limited GH Securities Trustee Limited Gubb & Hardy Limited

Milford Haven Limited

ES KWEK

Chairman/Director/President of:

Grand Plaza Hotel Corporation;

Chairman and Director of:

Millennium Hotels Italy Holdings srl

Mi

llennium Hotels Palace Management srl

Mi

llennium Hotels Property srl

Director/President of:

Five Star Assurance Inc.

The Philippine Fund Limited

Managing Director of:

ATOS Holdings GmbH

President of:

Chalon Heritage Hotel Holdings SAS

Director of:

125 OBS (Nominees 1) Limited

12

5 OBS (Nominees 2) Limited

12

5 OBS GP Limited

58 High Street Pty Ltd

Ac

tas Holdings Pte. Ltd

Ad

elanto Investments Pte. Limited

Allinvest Holding Pte. Ltd

Al

lsgate Properties Limited

Al

phagate Holdings Limited

Androgate Properties Limited

Aq

uarius Properties Pte. Ltd

Ar

chyfield Limited


As

cent View Holdings Pte. Ltd

As

ter Land Development Pte Ltd

As

ton Properties Pte. Ltd


At

lasgate SG Holdings Pte. Ltd

At

lasgate UK Holdings Pte. Ltd

At

lasgate UK Holdings Limited

Baynes Investments Pte Ltd Be

aumont Properties Limited

Be

ijing Fortune Hotel Co. Ltd

Bellevue Properties Pte. Ltd

Bestro Holdings Limited Bloomshine Holdings Limited

BO

P Luxembourg (125 Obs) 2 SARL

Br

anbury Investments Ltd

Br

avogate Holdings SARL


Bridge North Limited Camborne Developments Pte. Ltd Canterbury Riverside Opco Limited

Canterbury Riverside Propco Limited

Ca

nvey Developments Pte. Ltd

CD

L Ace Pte Ltd

CDL Acquisitions Pte. Ltd

CD

L Aquila Pte. Ltd

CD

L Australia Holdings Pty. Ltd


CD

L Centroid Pte Ltd

CD

L CityInd Pte Ltd

CD

L Cityscape Pte Ltd

CDL Commercial REIT Management Pte. Ltd

CD

L Conservo Pte Ltd

CD

L Constellation Pte. Ltd



CD

L Crestview Holdings Pte. Ltd

CD

L Crown REIT Management Pte. Ltd

CD

L Entertainment & Leisure Pte. Ltd


CD

L Evergreen Pte. Ltd

CD

L Galliard Grand GP Limited

CD

L Hotels (Chelsea) Ltd

STATUTORY INFORMATION – CONTINUED

54 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993) – CONTINUED

As at 31 December 2024, the Directors of the Company have made general disclosures of interest in the following companies:

ES KWEK – CONTINUED

Director of:

CDL Hotels (Korea) Ltd CDL Hotels (Malaysia) Sdn. Bhd CDL Hotels (U.K.) Ltd

CDL Hotels Australia Holdings (SG) Pte Ltd CDL Hotels Australia Holdings Pty Ltd CDL Hotels Holdings New Zealand Limited

CDL Hotels Japan Pte. Ltd

CD

L Infinity Pte. Ltd

CD

L Investments New Zealand Limited

CDL Kingtse Pte Ltd

CDL Land Pte. Ltd CDL Libra Commercial Pte. Ltd

CDL Libra Pte. Ltd CDL Management Services Pte. Ltd CDL Netherlands Investments BV

CDL Pavona Pte Ltd CDL Pegasus Pte. Ltd CDL Perseus Pte. Ltd

CDL Pisces Commercial Pte. Ltd

CD

L Pisces Services Residences Pte. Ltd

CD

L Pro Star Development Pty Ltd

CDL Properties BV

CDL Queensray Pte Ltd CDL Real Estate Asset Managers Pte Ltd

CDL Real Estate Investment Managers Pte Ltd CDL Regulus Pte. Ltd CDL Sakura Pte Ltd

CDL Shanghai Holdings Pte. Ltd CDL Suzhou Investment Pte. Ltd Central Mall Pte. Ltd

Centro Investment Holding Pte Ltd

Ce

ntro Property Holding Pte Ltd

Ch

ania Holdings Limited

Chestnut Avenue Developments Pte Ltd

Ci

ty Apex Pte. Ltd

Ci

ty Bonsai Pte Ltd

City Boost Pte. Ltd City Century Pte. Ltd City Condominiums Pte. Ltd

City Connected Communities Pte. Ltd

Ci

ty Delta Pte. Ltd

Ci

ty Developments Investments Pte. Ltd

City Developments Realty Limited

Ci

ty Elite Pte. Ltd

Ci

ty Gemini Pte Ltd

City Grand Investments Limited

Ci

ty Hotels Pte Limited

Ci

ty Ikonik Pte. Ltd

City Leo Pte Ltd City Lux Pte. Ltd City Montage Pte. Ltd

City Oasis Pte. Ltd

Ci

ty Orchard Pte. Ltd

Ci

ty Platinum Holdings Pte. Ltd

City REIT Management Pte. Ltd

City Resyde Pte. Ltd City Sceptre Investments Pte. Ltd

City Serviced Offices Pte. Ltd Ci

ty Sol Luna Holdings Pte. Ltd

Ci

ty Sol Pte. Ltd

City Strategic Equity Pte. Ltd City Sunshine Holdings Pte. Ltd City Symphony Pte. Ltd

City Thrive Pte. Ltd

Ci

tydev Real Estate (Singapore) Pte. Ltd

Ci

tydev Venture Holdings Pte. Ltd

CityNexus (UK) Limited

CityNexus Pte. Ltd. Cityview Place Holdings Pte. Ltd

Cityzens Developments Pte Ltd Cop

thorne (Nominees) Limited

Cop

thorne Aberdeen Limited

Copthorne Hotel (Birmingham) Limited Copthorne Hotel (Cardiff) Limited Copthorne Hotel (Effingham Park) Limited

Copthorne Hotel (Gatwick) Limited

Cop

thorne Hotel (Manchester) Limited

Cop

thorne Hotel (Merry Hill) Construction Limited

Copthorne Hotel (Merry Hill) Limited

Copthorne Hotel (Newcastle) Limited Copthorne Hotel (Plymouth) Limited

Copthorne Hotel (Slough) Limited Cop

thorne Hotel Holdings Limited

Cop

thorne Hotels Limited

Copthorne Orchid Hotel Singapore Pte Ltd Copthorne Orchid Hotel Penang Sd. Bhd. Crescent View Developments Pte Ltd

Delfi One Investments Pte Ltd

De

lfi Three Investments Pte Ltd

De

lfi Two Investments Pte Ltd

Diplomat Hotel Holding Company Limited

Ea

stwest Portfolio Pte Ltd

Ea

sy Thrive Ventures Limited

Educado Company Limited

El

ite Hotel Management Services Pte Ltd

El

linois Management Services Pte Ltd

Euroform (S) Pte Ltd

Fe

rguson Hotels Holdings Limited

Fe

rguson Investment Corp.

Finite Properties Investment Limited

Fi

rst Platinum Holdings Pte. Ltd

Fr

eshview Developments Pte Ltd

Friars Road Manco Limited

GH

L CDL Morden Limited

Gl

ades Properties Pte. Ltd

Grande Strategic Pte. Ltd

Gr

ange 100 Pte Ltd

Gr

anmill Holdings Pte Ltd

Greystand Holdings Limited

Gu

an Realty (Private) Limited

Har

bour Land Corporation

Harbour View Hotel Pte Ltd

Harrow Entertainment Pte Ltd Heritage Pro International Limited

Highline Holdings Limited Hi

ghline Investments GP Limited

Hi

ghline Properties GP Limited

Hoko Fitzroy Pty Ltd

Hoko Kenmore Pty Ltd Hoko Macaulay Pty Ltd

Hoko Mina Pty Ltd Ho

ko Spencer Pty Ltd

Ho

ko Toowong Pty Ltd

Hong Bee Hardware Company Sdn Berhad

Ho

ng Leong Enterprises Pte Ltd

Ho

ng Leong Foundation

Hong Leong Hotel Development Limited

Ho

ng Leong International Hotel (Singapore) Pte Ltd

Ho

ng Leong Properties Pte Limited

Hospitality Holdings Pte Ltd

Hospitality Ventures Pte Ltd Hotel Liverpool Limited

Hotel Liverpool Management Limited HS

RE Crosslane (Coventry) Limited

HS

RE Crosslane (Leeds) Limited

HSU JV Holdco Limited

HT

hree City Jade Pte Ltd

Ic

onique Tokutei Mokuteki Kaisha

STATUTORY INFORMATION – CONTINUED

CDL Investments New Zealand Limited | 55

CDL INVESTMENTS NEW ZEALAND LIMITED

Infinity Properties Limited Iselin Limited Island Glades Developments Pte Ltd

Jayland Properties Limited Keygate Holdings Limited King’s Tanglin Shopping Pte Ltd

Kwek Holdings Pte Ltd Kwek Hong Png Investment Pte Ltd Landco Properties Limited

Le Grove Management Pte Ltd

Legend Commercial Pte Ltd Legend Commercial Trustee Pte Ltd

Legend Investment Holdings Pte Ltd Legend Quay Pte Ltd Lingo Enterprises Limited

Lingo Enterprises Limited (Singapore Branch) London Britannia Hotel Limited London Tara Hotel Limited

Lukestone Properties Limited M&

C (CB) Limited

M&

C (CD) Limited

M&C Finance (1) Limited M&C Management Holdings Limited M&C NZ Limited

M&C Reservations Services Limited M&C Asia Finance (UK) Limited M&C Asia Holdings (UK) Limited

M&C Business Trust Management Limited (as trustee-manager of CDL Hospitality Business Trust, stapled together with CDL Real Estate Investment Trust as CDL Hospitality Trusts)

M&C Capital Pte Ltd M&C Galiant Holdings Limited M&C Holdings (Thailand) Limited

M&C Hotel Investments Pte Limited

M&C Hotels Holdings Japan Pte Limited M&C Hotels Holdings Limited

M&C Hotels Holdings USA Limited M&C Hotels Japan Pte Limited M&C New York Finance (UK) Limited

M&C REIT Management Limited (manager of CDL Hospitality Real Estate Investment Trust, stapled together with CDL Hospitality Business Trust as CDL Hospitality Trusts)

M&C Restaurants (London) Limited

M&C Sakura Holdings Pte Ltd M&C Sakura Hotel Pte Ltd

M&C Sakura TMK M&C Singapore Finance (UK) Limited M&C Singapore Holdings (UK) Limited

M&C Sponsorship Limited Marquee Brisbane Hotel 2 Pty Limited Marquee Brisbane Hotel Pty Limited

Marquee Hotel Holdings Pty Limited

Ma

x Office (SKD) General Partner Limited

Me

lvale Holdings Limited

Millennium & Copthorne (Australian Holdings) Limited

Millennium & Copthorne (Jersey Holdings) Limited Millennium & Copthorne Hotels Limited

Millennium & Copthorne Hotels Management (Shanghai) Limited Millennium & Copthorne Hotels New Zealand Limited

Millennium & Copthorne International Limited Millennium & Copthorne Share Trustees Limited Millennium Hotel Holdings EMEA Limited

Millennium Hotels & Resorts Services Limited

Millennium Hotels (West London) Limited Millennium Hotels (West London) Management Limited

Millennium Hotels Europe Holdings Limited

Millennium Hotels Limited Millennium Hotels London Limited

Morden Wharf Limited MPG St Katharine Finance Limited MPG St Katharine GP Limited

MPG St Katharine Limited MPG St Katharine LP Limited MPG St Katharine Nominee Limited

MPG St Katharine Nominee Two Limited

New Bath Court (Opco) Limited New Bath Court Limited

New Empire Investments Pte Ltd

New Unity Holdings Ltd. New Vista Realty Pte Ltd

Newbury Investments Pte Ltd Newmarket Property Holdings Limited Northgate Investments Limited

Novel Developments Pte Ltd Palmerston Holdings Sdn. Bhd. Paradise Investments Limited

Pavo Properties Pte Ltd

Pinenorth Properties Limited Qaiser Holdings Limited

Queensway Hotel Holdings Limited

Queensway Hotel Limited Rainbow North Limited

Redvale Developments Pte Ltd Redvale Investments Pte Ltd Redvale Properties Pte Ltd

Rehi Normanby Pty Limited Republic Hotels and Resorts Limited Republic Iconic Hotel Pte Ltd

Republic Plaza City Club (Singapore) Pte Ltd

Reselton Properties Limited Richmond Hotel Pte Ltd

Richview Holdings Pte Ltd

Rogo Investments Pte Ltd Rogo Realty Corporation

Scentview Holding Limited Scottsdale Properties Pte Ltd Serangoon Green Pte Ltd

Siena Commercial Development Pte Ltd Si

ena Residential Development Pte Ltd

Si

ena Trustee Pte Ltd

Silkparc Holdings Limited

Singapura Developments (Private) Limited SKD Marina Limited

SKIL Four Limited SK

IL Three Limited

So

nic Investment Pte. Limited

South Beach International Hotel Management Pte Ltd

Southwaters Investment Pte Ltd Sparkland Holdings Pte Ltd

Summervale Properties Pte Ltd Su

mmit Vistas Pte Ltd

Su

nmaster Holdings Pte Ltd

Sunny Vista Developments Pte Ltd

Su

nshine Plaza Pte Ltd

Sy

camore House Manco Limited

TC Development Pte Ltd

TOS

CAP Limited

Tr

easure Realm Limited

Trentwell Management Pte Ltd

Trentworth Properties Limited Verwood Holdings Pte Ltd

Vinemont Investments Pte Ltd We

lland Investments Limited

Wh

ite City Investments Limited

Whitehall Holdings Limited

Za

trio Pte Ltd

STATUTORY INFORMATION – CONTINUED

56 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED

GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993) – CONTINUED

As at 31 December 2024, the Directors of the Company have made general disclosures of interest in the following companies:

ES KWEK – CONTINUED

General Manager of:

M&C Hotels France SAS

Manager of:

M&C Hotels France Management SARL Chalon Heritage Hotel SNC

Alternate Director of:

Mount V Development Pte Ltd South Beach Consortium Pte Ltd

VWE YEO

Executive Director/Chief Executive Officer of:

M&C Business Trust Management Limited M&C REIT Management Limited

Director/Managing Director of:

CDLHT Oceanic Maldives Private Ltd

CDL HBT Oceanic Maldives Pvt Ltd Sanctuary Sands Maldives Private Limited

Director of:

CDL HBT Cambridge City Pte. Ltd

CDL HBT Hanei Pte. Ltd CDL HBT Investments (I) Pte. Ltd

CDL HBT Investments (III) Pte. Ltd CDL HBT Investments (IV) Pte. Ltd CDL HBT Oceanic Holdings Pte Ltd

CDL HBT Sun Pte Ltd

CDL HBT Sun Four Ltd CDL HBT Sun Three Ltd

CDLHT CFM One Pte Ltd

CD

LHT CFM Two Pte Ltd

CD

LHT CFM III BV

CDDLHT CFM III SRL CDLHT Hanei One Pte.Ltd CDLHT Hanei Two Pte.Ltd

CDLHT Munich One Pte Ltd CDLHT Munich Two Pte Ltd CDLHT MTN Pte. Ltd

CDLHT Oceanic Holdings Pte Ltd

CDLHT Two Pte Ltd Gemini Two Pte Ltd

Hospitality Holdings Pte Ltd

Mun

ich Furniture BV

NK

S Hospitality I BV

NKS Hospitality III SRL Sunshine Hotels Australia Pty Ltd TK Yeo (Private) Limited

STATUTORY INFORMATION – CONTINUED

CDL Investments New Zealand Limited | 57

CDL INVESTMENTS NEW ZEALAND LIMITED

EMPLOYEE REMUNERATION (Section 211(1)(G), Companies Act 1993)

The number of employees or former employees of the Company and its subsidiary who received remuneration and any other benefits in their capacity as

employees, the value of which was or exceeded $100,000 per annum are as follows:

REMUNERATION AND VALUE OF OTHER BENEFITS NUMBER OF EMPLOYEES

$190,001–$200,000 1

$220,001–$230,000

1

$2

70,001–$280,000

1

$570,001–$580,000 1

DONATIONS (Sections 211(1)(H) and 211(2), Companies Act 1993)

The Company made donations totalling $2,000 in 2024.

AUDIT FEES (Sections 211(1)(J) and 211(2), Companies Act 1993)

During the period under review, the following amounts were payable to the external auditors KPMG:

IN THOUSANDS OF DOLLARS 2023 2024

Fees incurred for services received from audit firm

• Audit fees current year 91 104

• Out of scope audit fees relating to prior year – 6

• Ta

x compliance 4 4

• Greenhouse gas reporting assurance – 26

• S

trategy support advisory services 74 –

SUBSIDIARY COMPANY AND DIRECTORS (Section 211(2), Companies Act 1993)

The Company’s subsidiary and its directors as at 31 December 2024 are listed below:

NAME DIRECTORS OWNERSHIP ACTIVITY

CDL Land New Zealand Limited JC Adams, T Ito 100.00% Development & Sale of Residential Land Sections

The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.

STATUTORY INFORMATION – CONTINUED

NELSON/TASMAN
• Lucas Terrace, Nelson

• Highland Drive, Richmond

• Pelorus Sound, Marlborough

HAWKE'S BAY PROJECTS

• Arataki Road, Havelock North

• Iona Block, Havelock North

CHRISTCHURCH

• Prestons Park

• Prestons Park Retail Centre

• Worsleys Road, Cashmere

• Wairakei Road, Harewood

ROLLESTON, SELWYN

• Stonebrook, Rolleston

• Stonebrook Retail Centre

HAMILTON PROJECTS

• R2 Growth Cell, Puketaha

AUCKLAND PROJECTS

• Kewa Road, Albany

• Christian Road, Swanson

• Roscommon Road Warehousing, Wiri

• Trig Road, West Harbour

SUBDIVISION LOCATION MAP

AUCKLAND

HAMILTON

CHRISTCHURCH

HAVELOCK NORTH

HAWKE'S BAY

NELSON/TASMAN

ROLLESTON, SELWYN

SUBDIVISION LOCATION MAP

CORPORATE
DIRECTORY

BOARD OF

DIRECTORS

Desleigh Jameson (Independent Director, Board Chair from March

2024 and Member of the Audit Committee)

John Henderson (Independent Director, Member of the Audit Committee)

Janie Elrick (Independent Director, Chair of the Audit Committee

from 1 November 2024)

Kwek Eik Sheng (Non-Executive Director)

Vincent Yeo (Non-Executive Director)


MANAGEMENT

TEAM

Jason Adams (CEO and Executive Director, CDL Land New Zealand Limited)

Jackson Bull (General Manager and Senior Development Manager,

CDL Land New Zealand Limited)

Natasha Hood (Group Accounting Manager)

Takeshi Ito (Company Secretary/Legal Counsel)

Geoff Donley (Accountant/Financial Controller from December 2024)

Sian Camp (Sustainability Manager from December 2024)


REGISTERED OFFICE

AND CONTACT DETAILS

Level 7, 23 Customs Street East, Auckland, New Zealand

P O Box 3248, Shortland Street, Auckland 1140, New Zealand

Telephone: +64 9 353 5077

www.cdlinvestments.co.nz


AUDITORS

KPMG, Auckland


BANKERS

ANZ Bank New Zealand Limited, Auckland


SOLICITORS

Bell Gully (Auckland)

Anthony Harper (Christchurch)


SHARE

REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142, New Zealand

Telephone: +64 9 488 8700


Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz


STOCK EXCHANGE

LISTING

New Zealand Exchange (NZX)

Company Code: CDI

60 | CDL Investments New Zealand Limited

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