CDI 2022 Annual Meeting of Shareholders

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CDL INVESTMENTS NEW ZEALAND LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Notice is given that the Annual Meeting of CDL Investments New Zealand Limited (“the Company” or “CDI”) will be held on Tuesday
24 May 2022 commencing at 10.00am (New Zealand time) at Copthorne Hotel Auckland City, 150 Anzac Avenue, Auckland and
virtually via the online platform provided by CDI’s share registrar, Computershare Investor Services Limited, at
https://meetnow.global/nz.

If you wish to attend the meeting in person, you will not require a vaccine pass to enter the premises. However, if there are any
developments relating to COVID-related restrictions, regulations or practices that require changes to the meeting arrangements,
which may include a decision to hold the meeting online only, we will update you via announcements to the NZX.

BUSINESS

Chairman’s Welcome and Introduction

Managing Director’s Review

Resolutions


1 To re-elect director

In accordance with the Company’s Constitution, John HENDERSON, retires by rotation and, being eligible, offers himself for re-
election.

(See Explanatory Notes for more information and profile)


2 Auditor’s remuneration

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That the Board of Directors be authorised to fix the auditor’s fees and expenses”.

(See Explanatory Notes for more information)


General Business

By Order of the Board



Takeshi Ito
Vice President Legal & Company Secretary
26 April 2022

PROCEDURAL NOTES

Entitlement to vote
You are entitled to vote at the Annual Meeting if you have a shareholding at 5.00pm on Friday 20 May 2022 (New Zealand
time).

There are no restrictions on any shareholder or group of shareholders to prevent them from exercising their vote on any of
the resolutions being considered at the meeting.

Proxies and Corporate Representatives

Shareholders entitled to attend and vote at the Annual Meeting may appoint a proxy (or representative, in the case of a
corporate shareholder) to attend (either in person or virtually) and vote on their behalf. A proxy need not be a shareholder
of the Company. The appointment of a proxy or representative does not preclude a shareholder from attending the Annual
Meeting and voting.

The Chair of the meeting, or any other director, is willing to act as proxy for any shareholder who wishes to appoint him or
her to vote on their behalf. If you appoint the Chair of the meeting, or any other director, as your proxy and do not direct
him or her how to vote in the proxy form, the Chair of the meeting, or that other director, will vote in favour of all of the
resolutions set out in this Notice. To appoint the Chair of the meeting or another director as your proxy, enter 'the Chair' or
the name of that other director you wish to appoint in the space allocated in 'Step 1' of the proxy form enclosed with this
Notice. Alternatively, to appoint a proxy online (or in the case of a corporate shareholder, a representative), the
shareholder must make that appointment online by visiting www.investorvote.co.nz. A shareholder will be taken to have
signed the proxy form by lodging it in accordance with the instructions on the website.

If you do not name a person as your proxy but otherwise complete the proxy form in full, or you appoint a proxy but your
named proxy does not attend the meeting (whether in person or virtually),
the Chair of the meeting will be appointed your
proxy. When acting as proxy in these circumstances, the Chair of the meeting will:

• vote in accordance with your express direction; and

• for any resolutions where you have selected "proxy discretion", vote in accordance with his or her discretion
(subject to any applicable voting restrictions).


Proxy forms must be received by the Company’s share registrar, Computershare Investor Services Limited (contact
details for which are set out on the proxy form), by 10.00am on Sunday 22 May 2022 (New Zealand time). A proxy form is
enclosed with this Notice.

All resolutions for consideration at the Annual Meeting are ordinary resolutions and must be passed by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolutions.

How to attend the meeting online

In addition to attending in person, shareholders can attend the meeting virtually through the Computershare meeting
platform https://meetnow.global/nz.

To access the meeting, click ‘Go’ under the CDI meeting and then click ‘JOIN MEETING NOW’. By using the meeting
platform, you will be able to watch the meeting, vote and ask questions online using your smartphone, tablet or desktop
device. Please refer to the Virtual Meeting Guide for more information.

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


If you are attending the meeting in person

The Hotel has very limited car parking space on site and availability cannot be guaranteed. We recommend that
shareholders consider parking at the Wilson Parking facility at 73 Anzac Avenue and walk to the Hotel or consider public
transport. The stop numbers closest to the Hotel are 7144, 7145, 7146 and 7161.

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EXPLANATORY NOTES

Resolution 1 –Re-election of director:

John HENDERSON

Mr. Henderson is an Independent Non-Executive Director of CDI and is a Member of the Audit Committee.

He is currently the Managing Director of John Henderson Resources Limited and an Independent Director of Te Hoiere
Asset Holding Company Limited, Maara Moana Limited and Ding Bay Limited. In 2015, 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.

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

The Board unanimously recommends shareholders vote in favour of the re-election of Mr. Henderson.


Resolution 2 –Auditor’s remuneration:

KPMG is the existing Auditor of the Company. KPMG is automatically reappointed as Auditor under section 207T of the
Companies Act 1993. Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor are to
be fixed in such manner as the Company determines at the Annual Meeting. The Board recommends that, consistent with
usual practice, the auditor’s fees and expenses be fixed by the Directors.

The Board unanimously recommends shareholders vote in favour of this resolution.

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the
name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box, your proxy may vote as they choose. If you mark
more than one box on an item, your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her to vote on their behalf. If you appoint
the Chair of the meeting, or any other director, as your proxy and do not direct him or
her how to vote in the proxy form, the Chair of the meeting, or that other director, will
vote in favour of both of the resolutions set out in the Notice of Meeting. To appoint the
Chair of the meeting or another director as your proxy, enter ‘the Chair’ or the name of
that other director you wish to appoint in the space allocated in ‘Step 1’ of this form.
Direct the Chair, or other director, how to vote by marking one of the boxes opposite
each item of business. If you mark more than one box on an item, your vote will be
invalid on that item.
The Chair and the other directors are not prepared to speak at the Annual Meeting on
behalf of a shareholder who appoints them as that shareholder’s proxy. If you wish to
ask questions at the meeting, you should either attend the meeting or appoint a proxy
for that purpose, other than the Chair or other director.
If you do not name a person as your proxy but otherwise complete the proxy form
in full, or you appoint a proxy but your named proxy does not attend the meeting,
the Chair of the meeting will be appointed your proxy. When acting as proxy in these
circumstances, the Chair of the meeting will:
• vote in accordance with your express direction; and
• for any resolutions where you have selected “proxy discretion”, vote in
accordance with his or her discretion (subject to any applicable voting
restrictions).
Attending the Meeting
If you are attending the meeting in person, bring this form to assist registration.
If a representative of a corporate shareholder or proxy is to attend the meeting
you will need to provide the appropriate “Certificate of Appointment of Corporate
Representative” prior to admission. If you are attending the meeting virtually, the
meeting will be accessible on both desktop and mobile devices. Please refer to
the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons who
sign on behalf of a company must be acting with the company’s express or implied
authority.
Comments & Questions
If you have any comments or questions for the Company, please write them on a
separate sheet of paper and return with this form.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00am on Sunday, 22 May 2022 (New Zealand time).
HYBRID MEETING
All shareholders will have the opportunity to attend and participate in the 2022 Annual Meeting either in person or online via an internet
connection (using a computer, laptop, tablet or smartphone). If you wish to attend the meeting virtually, the meeting will be accessible on both
desktop and mobile devices. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of CDL Investments
New Zealand Limited to be held at the Copthorne Hotel Auckland City, 150 Anzac Avenue, Auckland, and online at https://meetnow.global/nz on
Tuesday, 24 May 2022, commencing at 10.00am (New Zealand time) and at any adjournment of that meeting.
I/We being a shareholder/shareholders of CDL Investments New Zealand Limited
Items of Business - Voting Instructions
STEP 2
Please note: Unless otherwise instructed, the proxy will vote or abstain from voting as he/she thinks fit. If the shares are held jointly, the voting
instructions given in this section are given on behalf of each joint holder.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Resolutions
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Shareholders can still attend the meeting electronically, even
if they have appointed a proxy
1.
To re-elect John HENDERSON as a director.
2.
That the Board of Directors be authorised to fix the auditor’s fees and expenses.
ATTENDANCE SLIP
Annual Meeting of CDL Investments New Zealand Limited to be held
at the Copthorne Hotel Auckland City, 150 Anzac Avenue, Auckland,
and online at https://meetnow.global/nz on Tuesday, 24 May 2022,
commencing at 10.00am (New Zealand time).

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.