CRL Annual Report 2024

Cables on the Western Line platform

Use of te reo Māori in this document

Our commitment to te reo Māori means that you will see the use of words and phrases in te reo Māori throughout this document as normal practice. Some definitions:

Ahi tipua – volcano

Aotearoa – New Zealand

Atua – god/deity

Hīkoi – walk

Hui – meeting

Ira atua – supernatural principle

Ira tangata – human principle

Iwi – tribe

Kaitiaki – custodian/steward

Kōrero – narrative

Korowai – cloak

Mahi – work

Mahia te mahi – do the work

Mana whenua – tribe with authority of the region

Mataaoho – god of volcanic forces

Matariki – Pleiades star cluster

Mātauranga – knowledge

Ngā roimata o ranginui – the tears of Ranginui (Sky Father)

Ngahere – forest

Papatūānuku – Earth Mother

Pūwhara – watch tower/elevated platform

Rangatahi – young people

Ranginui – Sky Father

Raupō – bullrush (or cat's tail)

Tāmaki Makaurau – Auckland

Taonga – treasure

Te ao Māori – Māori world view

Te ipu a Mataaoho – the food bowl of Mataaoho

Te reo Māori – Māori language

Te Wiki o te reo Māori – Māori Language Week

Wāhine – women

Waka – canoe

Whenua – land

Kaupapa

Introduction to the City Rail Link

He Kōrero Whakataki mō City Rail Link

It's been an exciting decade for rail infrastructure across the world. Australia is building the Suburban Rail Loop in Melbourne, the Cross River Rail in Brisbane, and a new metro rail network in Sydney. Meanwhile, in America, new records are being set by California's High-Speed Rail Network, while Europe engages in transportation projects like the Grand Paris Express.

New Zealand has its own ambitious transport infrastructure project underway in Auckland: the City Rail Link.

City Rail Link Ltd (CRL Ltd) has been established as a company to deliver the City Rail Link.

The City Rail Link (the Project) includes:

• Construction of twin tunnels between Waitematā Station (previously Britomart) and Maungawhau Station (previously Mount Eden) with a combined length of 3.45 kilometres

• Transformation of Waitematā Station into a two-way through station

• Major redevelopment of Maungawhau Station to reflect its important new position in the City Rail Link

• Construction of two new underground stations between Waitematā and Maungawhau:

- Te Waihorotiu Station near Aotea Centre

- Karanga-a-Hape Station under Karangahape Road

• Upgrades to stations at the Strand, Ōtāhuhu, and Newmarket to support the operation of the City Rail Link

• Upgrades at Henderson Station that are funded by CRL Ltd and delivered by KiwiRail Holdings Ltd

About CRL Ltd

Mō CRL Ltd

On 1 July 2017, the New Zealand Government (Crown) and Auckland Council partnered together to establish CRL Ltd and to act as the Company’s Sponsors and shareholders. They defined the Company’s primary objective in a Project Delivery Agreement (PDA):

To deliver the City Rail Link by November 2025

Improve transport access in and around the city for a rapidly growing Auckland

Improve the efficiency and resilience of the transport network of urban Auckland

Objectives in the PDA

Significantly contribute to lifting and shaping Auckland’s economic growth

Provide a sustainable transport solution that minimises environmental impacts

Contribute positively to a liveable, vibrant, and safe city

Deliver the Project with a ‘best for Auckland’ approach

CRL LTD FOCUS AREAS:

(As set out in the Statement of Performance Expectations for 2023-24)

1. Project Delivery

2. Health and Safety

3. Funding Envelope

4. Sustainability and Social Outcomes

5. Community and Stakeholder Engagement

Chair and CEO Report Pūrongo a te Heamana me te Tumu Whakarae

This is the seventh Annual Report that CRL Ltd has published to reflect on progress in the City Rail Link Project. This Annual Report covers important milestones achieved over the 1 July 2023 to 30 June 2024 period (FY24).

While previous years were largely characterised by heavy civil and tunnel construction work, FY24 has marked the transition to a new phase of building and architectural installation works alongside rail and station systems installation, testing, and commissioning.

By the end of June 2024, rail track and Overhead Line Equipment (OHLE) installation works were over 95% completed. This was no easy feat, given the steep gradients and lack of manoeuvrability in those underground spaces, and it represents a significant turning point for the Project. Together with achieving full energisation at each station, this clears the path for train running tests in FY25 and allows the full operational testing of the City Rail Link.

Another FY24 highlight for project delivery was the reinstatement of dual-track operations on the North Auckland/Western Line in July 2023. The

work undertaken along the North Auckland Line (NAL) was one of the most challenging aspects of the Project, as new railways had to be built adjacent to, or under, the existing railway while passenger services were maintained in the live rail environment overhead. These complex tasks had to be completed while minimising the disruption to nearby communities and businesses, requiring efficient utilisation of the Block of Line periods when trains weren’t running. CRL Ltd and its main contractor, the Link Alliance, received Engineering New Zealand’s 2024 Arthur Mead Award for Major Project of the Year for the NAL works, an acknowledgement of the effort it took to achieve this milestone.

Architectural fitout activities and installation of building and rail systems have progressed at Maungawhau Station, Karanga-a-Hape Station, and Te Waihorotiu Station. At Maungawhau Station, the sky element cladding around the station building was unveiled in February 2024, reflecting good progress in architectural works at this station. At Karanga-a-Hape Station, the longest escalator in

New Zealand was installed in December 2023, stretching 40 metres down into the station from the Beresford Square entrance. Also in December 2023, the first major permanent energisation of Te Waihorotiu Station was completed. This permanent 22,000-volt supply of mains power is a key enabler for the completion of the remaining installation works and for the transition to the station’s testing and commissioning phase during FY25.

Over January 2024 to February 2024, the temporary building at the rear of Waitematā Station, which had been in place since 2017, was deconstructed, returning the station to its original look.

CRL Ltd celebrates all of its milestones, large and small, as a team. In July 2023, the Link Alliance celebrated its fourth birthday, marking several years of a partnership that has driven the Project close to its final stages. FY24 also saw the Company and its employees receive recognition on the national and international stages. CRL Ltd and the Link Alliance were highly commended for Excellence in Social Outcomes at the Infrastructure Sustainability Council Awards, as well as Environmental Impact of the Year, Social Impact of the Year, and the Supreme Award at the New Zealand Procurement Excellence Awards.

This momentous triple set of awards was followed

by the ‘Health and Safety Representative of the Year’ award given at the New Zealand Workplace Health & Safety Awards to Peter Pomale, a Link Alliance employee and member of the Health & Safety Committee. Next, CRL Ltd employee Berenize Peita (Ngāti Te Ata Waiohua) received the ‘Enduring Impact’ award from the Infrastructure Sustainability Council.

These awards reflect both the individual efforts behind the Company’s success, as well as CRL Ltd’s overall commitment to raising the bar for infrastructure in New Zealand. The Company has set goals within key focus areas, including health and safety, construction, welfare, sustainability and social outcomes, risk management, and cultural and community engagement, and aspires to excellence across these areas.

CRL Ltd is dedicated to being a good neighbour and to managing the impacts of construction on local communities and businesses. The Targeted Hardship Fund (THF) is an ex-gratia $12 million fund established by the Sponsors and managed by CRL Ltd to compensate for genuine financial hardship experienced by small businesses due to construction-related disruption arising from Contract C3 works. As construction impacts gradually reduce and streetscapes are handed back

to the public, the level of financial support available through the THF will also decrease correspondingly and will eventually end.

CRL Ltd has maintained its relationship with the people of Auckland through a range of community engagement initiatives over the year. The Branch Out Festival was held in Nikau Street in Eden Terrace on 07 October 2023. Another special event in May 2024 – New Zealand Music Month – was a performance by artist Geneva AM (Ngāti Kahungunu ki Wairoa) within the City Rail Link tunnels.

CRL Ltd has been supported in its work by Auckland Transport, the provider of transport services within the Auckland region, and by KiwiRail Holdings Ltd, a state-owned enterprise managing national rail operations. Auckland Transport and KiwiRail Holdings Ltd are the parties that will ultimately operate and manage the City Rail Link as part of the overall Auckland rail network, and so their partnership and input is vital to the successful execution of the Project.

In February 2024, CRL Ltd entered an informal agreement with KiwiRail Holdings Ltd and Auckland Transport known as the One Client Alliance. This Alliance allows the involved parties to optimise the timeliness and cost-effectiveness of their operations and to become involved in testing

and commissioning as early as possible, ensuring full visibility during the handover process and streamlining the commencement of operations on the City Rail Link. To further support these goals, the parties have co-located with the Link Alliance in a shared office in Newmarket.

As we look to the future, there are still challenges for the Project ahead, with stations and rail systems installation and integration constituting the most technically challenging and complex part of the Project. However, CRL Ltd continues to make good progress. Low voltage energisation was achieved at Te Waihorotiu Station on 12 March 2024, Maungawhau Station on 12 June 2024, and Karanga-a-Hape Station on 14 June 2024. This set of milestones enables systems installation, testing and commissioning at these sites, indicating that the Project remains on track to achieve Practical Completion in November 2025.

Capital works spend in FY24 at $638m was 1% lower than budget of $646m. CRL Ltd received Sponsor funding of $651m which was similarly lower (6.3%) than budgeted funding of $692m.

Considering the scale and complexity of the Project, this variance was within an expected range. The net deficit was materially under budget as vested asset expenses of $131m did not occur partly because of delays in several asset transfers.

Opening Victoria Street to traffic

These delays were primarily due to the time needed to remedy defects and obtain all required Project documentation and signoffs. The delay in asset transfers does not impact progress in Project works. We now expect these asset transfers to occur in the first half of FY25. The total Project spend to 30 June 2024 was $4.434bn compared to total approved funding of $5.644bn; this funding amount excludes future property sales proceeds that are expected to reduce the overall cost of the Project to $5.493bn. There has been no change in the total cost of the Project.

CRL Ltd remains committed to delivering a metro rail link that will transform and future-proof our city.

We at CRL Ltd are grateful for the support we have received from the public over the course of the Project, and we look forward to completing a Project that New Zealanders will be proud of for many years to come.

Dr Sean Sweeney John Bridgman Chief Executive Officer Board Chair

Dr Sean Sweeney has served as the Chief Executive of CRL Ltd since 2018. In June 2024, he resigned from this position to lead another major transportation project. Dr Sweeney’s tenure at CRL Ltd has been distinguished by his successful navigation of challenges such as the Covid-19 pandemic and the collapse of a major supplier for the Project. The mark he has made on the City Rail Link will endure over time, as will his impact on the staff of CRL Ltd, the Link Alliance, and many others who worked on the Project.

Patrick Brockie, Chief Financial Officer of CRL Ltd, has been named as the new Chief Executive. Given Mr Brockie's significant infrastructure experience and that he has already been with the Project for more than five years, his appointment provides seamless continuity and ensures that Project momentum is maintained as we drive towards planned practical completion.

Progress Highlights

Ngā Wā Hira o te Anga Whakamua

July 2023

After several years of single-track operation to facilitate construction of new City Rail Link connections, the North Auckland/Western Line returned to dual track running.

January 2024

Platform works requiring the closure of Waitematā Station were completed and all services (except the Onehunga line) returned to the station.

August 2023

The first block of upgraded footpath on Victoria Street West was returned to public use.

February 2024

The temporary station building behind Waitematā Station (Britomart) was deconstructed.

September 2023

Installation was completed for the first track underground between Waitematā and Maungawhau Stations.

March 2024

The Maungawhau Station sky element façade designed by local iwi artist Tessa Harris (Ngāi Tai Ki Tāmaki) was unveiled. The sky element shows the tears of Ranginui as part of the Māori creation story.

October 2023

CRL Ltd and the Link Alliance teamed up with the Uptown Business Association to celebrate the Branch Out Spring Festival.

April 2024

Backfill of the Maungawhau tunnel portal was completed, with 85,000 tonnes of dirt covering the structures built below.

November 2023

CRL Ltd received the Social Impact, Environmental Impact, and Supreme Awards from the New Zealand Procurement Excellence Forum.

May 2024

The north-facing side of Te Waihorotiu Station’s Wellesley Street entrance building was completed and the façade, designed by local iwi artist Graham Tipene (Ngāti Whātua Ōrākei), was light tested.

December 2023

Te Waihorotiu Station received its permanent power supply, allowing for future testing of trains and facilities.

June 2024

Permanent power arrived at Karanga-a-Hape Station through a 1.2km 22-kilovolt cable in the southbound tunnel.

Project Benefits

Ngā Hua o te Kaupapa

Auckland’s population will grow substantially over the next three decades. Our rail network has to grow alongside it. The City Rail Link may look like a line drawn on the map between Waitematā Station and Maungawhau Station but, in reality, it is a total transformation of the way that rail services are offered in Auckland.

The new tunnels laid down by the Project will connect the existing Southern, Eastern, and Western rail lines, opening up the entire rail network.

Changing Waitematā Station to a two-way through layout will allow trains to move continuously around Auckland, improving travel efficiency in the city.

From Maungawhau Station, it will take only about three minutes to get to the new Karanga-a-Hape Station uptown, six minutes to the new Te Waihorotiu Station mid-town, and nine minutes to the downtown Waitematā Station.

The rail network’s capacity will expand over time to carry 54,000 passengers an hour during peak travel times. Trains will eventually run every 7.5 minutes at peak travel times and every 15 minutes the rest of the day.

The inner city is a prime hub for employment, retail, and social activity in Auckland. Once the City Rail Link is built, it will double the number of people living within thirty minutes of this area.

Not only does the City Rail Link offer these improvements in the travel experience, but there are also long-lasting economic, social, environmental, and business benefits that come from improving our transport infrastructure.

54,000

passengers an hour during peak travel times when the City Rail Link is fully operational

7.5 mins

train frequency eventually during peak hours

As more people opt to travel by rail, we reduce congestion on the roads, decrease the city’s carbon emissions, and help keep the air clean.

Social life in Auckland will also change; the City Rail Link will make it easier for people to stay connected with each other and to move around the city.

The areas around the City Rail Link stations and its rail corridors will be prime locations for growth in business, employment, and housing, stimulating private investment, and encouraging development of new homes and commercial properties.

Source: PwC City Rail Link Economic Assessment Update October 2022

This Project will set new benchmarks for environmental sustainability, community engagement, workplace safety, and construction, encouraging positive change in the country’s infrastructure industry.

The City Rail Link will make our city more vibrant and more productive. It will help make Auckland a place where people want to stay.

The source for the benefits in the above chart is a City Rail Link economic assessment provided by PwC in October 2022, which is an update of their original economic assessment from the 2015 business case for the Project. The assessment is based on 2021 dollars and assumptions related to project spend profile, rail patronage, evaluation period and discount rate. The latest assessment does not include benefits from scope changes such as nine-car futureproofing.

Project Overview

Tirohanga Whānui o te Kaupapa

Under Construction

Contract 3 - Alliance: Stations and tunnels

Western Line connection/NAL Rail Systems

Contract 9 - Britomart East

Contract 8 - not shown

• Newmarket

• Strand (Phase 1 completed)

• Ōtāhuhu (completed)

Completed

DSC - Downtown Shopping Centre

Contract 1 -

• Waitematā Station (Britomart)

• Lower Queen St

Contract 2 - Albert St (Customs to Wyndham St)

Contract 6 - Mt Eden Stormwater Main

City Rail Link Project Contracts

The City Rail Link is the largest transport infrastructure project that New Zealand has undertaken to date, with a current target project cost of $5.493 billion.

The majority of the rail and station infrastructure work for the Project is under Contracts C3, C5 and C7.

In November 2018, the Link Alliance was selected as the preferred contractor for C3 works. This Alliance comprises: CRL Ltd, Vinci Construction Grands Projets S.A.S, Downer NZ Ltd, Soletanche Bachy International NZ Ltd, WSP New Zealand Ltd, AECOM New Zealand Ltd, and Tonkin & Taylor Ltd.

The C3 contract was awarded in July 2019, when the Project Alliance Agreement was signed and the

Project Alliance Board was formed to govern the Alliance.

CRL Ltd then merged Contract C5 (for the connection of tunnels and rail systems onto the NAL) and Contract C7 (for the City Rail Link rail integration, testing, and commissioning works) into C3 in October 2020.

The Link Alliance is now responsible for completing C3, C5, and C7.

The Sponsors agreed to move the target Practical Completion date for C3, C5, and C7 from December 2024 to November 2025 predominantly due to the impact of Covid-19. Practical Completion means that contract works are substantially complete as required per the Project Alliance Agreement.

Waitematā Station (Britomart) Queen Street

Te Waihorotiu Station

Maungawhau Station

Karanga-a-Hape Station

Contract Works

DSC Downtown Shopping Centre (DSC)

Construction of tunnels below the Commercial Bay retail and tower development site.

C1 Waitematā Station (Britomart)/Lower Queen St

Construction of underground tunnels from Waitematā Station to the DSC site, weight transfer of the Chief Post Office building onto new structural foundations, and creation of temporary Waitematā Station passenger facility.

C2 Albert St (Customs St to Wyndham St)

1. Trenching and tunnelling to extend City Rail Link tunnels from DSC site to the Wyndham St intersection on Albert St.

2. Pipe jack relocation of Albert Street stormwater line and strengthening of the Ōrākei Main sewer.

C3 Stations and Tunnels

Design, procurement, and delivery of rail and station infrastructure and systems across the City Rail Link area.

C5 Tunnel Connections

Connection of tunnels into existing North Auckland Line (NAL) live rail corridor environment.

C6 Mt Eden Stormwater Main Stormwater line replacement in Mount Eden.

C7 Rail and Station Systems Integration

Rail and station systems integration, testing and commissioning from Waitematā Station to Maungawhau Station.

C8 The Strand (I) and Ōtāhuhu

Additional platforms and turnback facilities at Ōtāhuhu and upgrades to the Strand station.

C8 Newmarket

Rail works, new crossover comprising of new realigned trackwork, realigned overhead line equipment, and associated signalling equipment.

C9 Waitematā Station (Britomart) East

Reconfiguring of Britomart East junction to enable an increase in trains per hour capacity, including structural alterations to the existing tunnel, track slab, and platforms. Also includes access enhancement works at the Strand Station (Strand II).

Contractor Completion*

Precinct Properties and Fletcher Construction

Downer New Zealand and Soletanche Bachy

Completed – April 2019

Completed – October 2021

Connectus Joint Venture (McConnell Dowell and Hawkins)

Link Alliance

Link Alliance

March Bessac Joint Venture

Link Alliance

Libbett Ltd (Ōtāhuhu only) and KiwiRail Holdings Ltd (Ōtāhuhu and The Strand (I))

KiwiRail Holdings Ltd

Completed – October 2020

Planned for completion by November 2025

Planned for completion by November 2025

Completed – August 2019

Planned for completion by November 2025

Completed – Jan 2019 The Strand (I) and Oct 2020 (Ōtāhuhu)

Planned for completion by September 2024

KiwiRail Holdings Ltd and Martinus Rail NZ Ltd

Majority of works completed.

Stage 4-6 track works planned for completion by May 2025.

* ‘Completion’ means that the assets involved will be available for use. For Contracts C3, C5, and C7, 'completion' means that Practical Completion has been achieved. This is followed by a two-year defect liability period. For Contracts C1, C2, C6, C8 (Strand and Ōtāhuhu), and DSC, 'completion' means that the defects liability period has also been completed.

** C8 Henderson is not listed in this table as this contract is being managed and delivered solely by KiwiRail Holdings Ltd. CRL Ltd and KiwiRail Holdings Ltd signed a Letter of Intent on 9 July 2024 for C8 Henderson to fund detailed design work, long lead item procurement, and select early works. C8 Henderson involves construction of a third platform including necessary trackwork and rail systems with realignment modifications to allow a turnback operation.

Project Delivery over FY24

Te Whakatutukitanga o te Kaupapa i te FY24

Tunnel Updates and Rail Installation

The City Rail Link’s twin tunnels between Waitematā Station and Maungawhau Station measure 3.45 kilometres in length. These tunnels run on a steep gradient; the deepest point is 42 metres below the city surface at Karanga-a-Hape Station. Approximately 11 kilometres of railway line will be constructed inside the tunnels and at either end to connect them to the existing Auckland rail network.

The Link Alliance began installation of the railway track and OHLE in the first of the Project’s twin tunnels between Maungawhau and Waitematā Stations in August 2022. Track installation for

the twin tunnels required approximately 1,100 tonnes of steel, 11,000 tonnes of concrete, 4,000 sleepers, and hundreds of welds. Track and OHLE installation works combined were 95% completed by 30 June 2024.

In early 2020, the Link Alliance began the removal of a hill in Eden Terrace to allow tunnelling and rail installation works at Maungawhau. Following completion of these works in October 2023, over 85,000 tonnes of material was backfilled, and by April 2024, ground levels were reinstated around the tunnel structure.

Enabling traction power to run trains

Maungawhau Station

A key focus for Maungawhau Station this year has been the transition from heavy civil works to architectural, hydraulic, fire, ventilation, and electrical fit-out activities. At the end of FY24, these fit-out works were over 50% completed.

In July 2023, the Link Alliance installed glass panels in the station roof for watertightness. This was followed by the installation of a glass curtain wall with 94 custom-made panels for the overpass structure at Maungawhau Station, forming part of the façade that is seen as people enter the station.

In December 2023, CRL Ltd completed work at Maungawhau Station for track, OHLE, and signalling installation along the rail corridor, the installation of platform canopy cladding, and construction activities along the Western/North Auckland Line between Boston and Normanby Roads and at the Fenton Street footbridge. Normanby Road and Mount Eden Road bridges, and the Fenton Street footbridge construction works, have been substantially completed for this station. The sky element façade on the exterior of Maungawhau Station was completed and unveiled in February 2024.

Karanga-a-Hape Station

Once completed, Karanga-a-Hape Station will be the deepest station in New Zealand, lying up to 33m below street level. The station’s underground platforms will be accessed via entrances at Mercury Lane and Beresford Square. Both station entrances have two lifts and a bank of three escalators to provide passengers with easy access to and egress from trains at platform level. Karanga-aHape Station is the most complex station to construct due to constrained access points and the depth of the station which creates logistical complexities and challenges. The escalator leading from the Beresford Square entrance into the station is the longest in New Zealand at 40 metres. During FY24, heavy civil and tunnelling works at both station entrances and within the mined tunnels have been completed, and the focus has shifted to the installation of the architectural and building finishes, as well as the installation and testing and commissioning of station and rail systems. At the end of FY24, close to 50% of these works were completed.

Scaffolding at the 33 metre deep shaft in Karanga-a-Hape Station

Glass panel installation at Maungawhau Station

Te Waihorotiu Station

The new underground Te Waihorotiu Station near Aotea Centre is projected by Auckland Transport to be the busiest of all four City Rail Link stations.

As with Maungawhau and Karanga-a-Hape Stations, architectural, hydraulic, fire, ventilation, and electrical fit-out activities have been undertaken within this station over the past year. The station has also achieved its first major permanent energisation.

As the remaining architectural and station fit out works come to completion, the focus is on permanent utility installation works and urban realm reinstatement to return public areas within the Project footprint to a satisfactory condition. Over FY24, key urban realm milestones included the reopening of the Victoria Street and Albert Street intersection and the first block of upgraded footpath between Albert Street and Federal Street (refer to page 68 for further information on urban realm works).

CRL Ltd has also collaborated with other parties such as Watercare and Vector Ltd and with projects such as Te Hā Noa to minimise disruptions, allow seamless installation and upgrades of utilities, and to reopen roads and footpaths with final finishings.

These urban improvements reflect CRL Ltd’s commitment to generating flow-on benefits for Auckland over the course of the Project.

Waitematā Station

At Waitematā Station, the December holiday period allowed rail and station works to be undertaken while passengers were not using this section of the rail network. These works included adjustment of the rail layout to align with the future through-station configuration, which required adjustments to track, OHLE, and signalling. Works also included the installation of acoustic panels for noise control, platform balustrade, tactiles and, glazing for platform safety and accessibility.

Over FY24, the Link Alliance completed critical rooms in the basement levels of the Chief Post Office for utilities, station electrical, communications, train crew management, and other requirements for Auckland Transport to operate Waitematā Station.

In April 2024, the removal of the temporary building at the rear of Waitematā Station allowed for final Britomart urban realm works to be delivered by Auckland Council. A contract was awarded by Auckland Council in June 2024 for the reinstatement of the plaza and urban realm at Waitematā Station.

Demolition of the temporary station building behind Waitematā Station

North Auckland/Western Line

The City Rail Link connects to the North Auckland/Western Line and will facilitate train movements towards both Newmarket and Henderson. In 2020, to enable the safe construction of these new connections and to support upgrades to the old Mount Eden Station, the Western Line was restricted from a dual track to a single track with bi-directional movements controlled by signalling. Auckland Transport and Auckland One Rail’s tireless efforts ensured that the Western Line continued to operate safely and with minimal disruption during this period.

In July 2023, works along the NAL were completed and the rail service returned to dual track mode.

On 10 July 2023, representatives from CRL Ltd, the Link Alliance, Auckland Transport, and KiwiRail Holdings Ltd distributed free coffee vouchers and biscuits to the first train passengers on the reopened line. This gesture served as a small token of gratitude for the community's understanding and collaboration during this crucial phase of the Project.

Other Station and Rail Works

CRL Ltd has contracted KiwiRail Holdings Ltd to deliver the Newmarket portion of Contract C8 and the Stages 4-6 track works for Contract C9. The delivery of these contracts is solely the responsibility of KiwiRail Holdings Ltd, as compared to the Link Alliance work on C3, C5, and C7 where CRL Ltd is an active participant in the Alliance and in project delivery.

Over FY23-24, significant trackwork and OHLE installation was accomplished at the Newmarket Station as part of C8. This work will enable trains to run as required for the City Rail Link to operate through this junction. C8 Newmarket is projected to be fully completed by September 2024. Two packages of work under C9 were accomplished within the Waitematā East tunnel: Stages 2a/3a included the new north wall construction and signalling works, and Stages 4-6 Structures were for construction of the new south supporting wall and for associated street level civil works to enable the south wall construction. These C9 structural works within the tunnel enable an increase in trains per hour, helping to accomplish the Project’s aims.

Stages 4-6 track works occur in the tunnel throat and are still pending, with completion expected by May 2025.

Community thank you event to celebrate the return to dual track running on the Western Line

Rail vehicle

What’s Left to Do

Ngā Mahi E Toe Ana

Over the past seven years, CRL Ltd has brought the Project from its early design stages all the way through to the completion of heavy civil engineering work. Now, as the signs of active construction begin to disappear from public view, anticipation grows around the commencement of travel on the City Rail Link.

However, there is still a substantial amount of work to be completed before the Project is ready for operation.

The Project is not just about creating new railways and buildings; it is also about installing the systems required for rail services. It is about testing those systems to make sure that they pass all prescribed safety marks and form a seamless network of controls. When a passenger enters the rail station, they must have a safe and comfortable experience. Extensive systems integration, testing and commissioning will help to ensure that the City Rail Link is a reliable and high-quality addition to the public infrastructure system.

Under C3, C5, and C7, the Link Alliance will complete architectural fitouts such as the façades

for each station and will carry out systems installation, testing and commissioning for the assets it has built. These processes are planned to be completed by November 2025.

After Practical Completion, assets constructed or procured by CRL Ltd will be passed on to other parties (primarily Auckland Transport and KiwiRail Holdings Ltd) at the direction of the Sponsors. The Project will then enter a two-year defects liability period where the Link Alliance will remediate any defects in assets they have delivered.

Upon transfer of assets, the new owners will finalise their preparations for the commencement of operations before setting an Opening Day for passenger services on the City Rail Link.

Architect Gillian Hatch and iwi artist Tessa Harris (Ngāi Tai Ki Tāmaki) in front of the Maungawhau Station sky element

1,001 DOORS

1,316 FIRE DETECTORS

The new stations will contain

36 ESCALATORS

902 CCTV CAMERAS

19 LIFTS

8 TRAIN PLATFORMS EACH WITH LENGTH OF 203M

7km OF 22-KILOVOLT CABLES TO BE INSTALLED

65,000m2 OF PLASTERBOARD

Testing, Commissioning, and Systems Integration

The City Rail Link requires rail systems to provide power to electric trains and control train movement.

Mechanical, electrical, fire, and hydraulic systems will keep stations functional, provide features such as air conditioning and heating, and ensure passenger and operator safety.

Integrated control systems, building management systems, and communications systems will transmit information through the railway network, facilitate security measures, and maximise the efficiency of services.

Some of these systems need to be procured and installed, while others already exist within trains, across the rail network, and in Auckland Transport’s communications set-up. The Link Alliance has set up a rigorous process of systems integration, testing, and commissioning to fuse all the separate components of the City Rail Link into a singular integrated system. A new control centre is being established at Maungawhau Station to act as a monitoring point for systems across all the stations.

Commissioning refers to the step-by-step activation of different units within the railway network and will occur station by station in distinct geographical areas. As systems are commissioned, they will be thoroughly tested. The earlier that issues are found, the easier they are to resolve. Over 3800 tests will be completed to ensure that the City Rail Link is ready for public use.

The most highly anticipated tests will involve the operation of trains through the rail corridor, beginning with low speed and frequency (under 5 kilometres per hour) and working up to higher speeds over various routes; this is known as Dynamic Testing. Tests will also be performed under degraded conditions including temporary speed restrictions, trains stranded at or between stations, lift breakdowns, and train failures. Next, operational readiness tests will check operating procedures over various operational scenarios and reinforce staff training and competency management systems. While CRL Ltd will not be operating rail services on the City Rail Link once the Project is complete, the Company will nevertheless support the ultimate asset owners

Carl Mills, KiwiRail Project Director

in carrying out their own operational readiness initiatives during dynamic testing, helping them to take full control of the Project’s assets. Tests and live exercises will also be conducted with emergency services, notably Fire and Emergency New Zealand. Over the next financial year, CRL Ltd will facilitate familiarisation visits, incident scenario walkthroughs, and system tests to prepare for tunnel energisation and dynamic testing. These efforts ensure that emergency services are fully prepared for the unique context of the underground metro railway, demonstrating a collaborative approach to safety and preparedness.

Dynamic testing will then culminate with shakedown tests, where the rail system will

be operated as if it was completely ready for passenger service, validating the future timetabling and operating performance of the entire railway network once the City Rail Link has been integrated.

The City Rail Link is the first underground metro railway in New Zealand, and therefore it requires a heavy schedule of testing to build confidence in its safety and operability. The Link Alliance’s progressive testing, commissioning, and system integration plan is intended to demonstrate that the City Rail Link fulfils the requirements set out in the PDA and is capable of the provision of quality rail services.

Fire and Emergency New Zealand visiting the CRL

Asset Completion and Transfers

As a special purpose vehicle established solely to deliver the City Rail Link Project, CRL Ltd will not own, operate, or maintain assets which are completed and delivered under the various Project contracts.

Instead, the Sponsors intend for all assets to be handed over to the ultimate asset owners, which will primarily be KiwiRail Holdings Ltd and Auckland Transport, but will also include Auckland Council (Healthy Waters) and Watercare.

The majority of infrastructure assets will be handed over following Practical Completion of C3. However, as of 30 June 2024, CRL Ltd has already transferred 19 assets with a combined asset value of $721 million (including most of the early works contracts: C6, the Ōtāhuhu and Strand portions of C8, C1 station works at Waitematā, C2 urban realm, and the NAL Down Main and Up Main) to five different asset recipients.

To achieve transfer of an asset, all documentation relating to that asset must be provided to the ultimate asset recipient to assist with the future operation and management of that asset. Documentation may include, for example, design drawings, operation and management manuals, contractor completion certificates, product and workmanship guarantees, and safety assurance reports.

Early transfer is beneficial to the ultimate asset owner because they are able to access, utilise, and operate the asset sooner, rather than waiting for Practical Completion of C3.

For the contractor, early transfer acts as formal recognition that the works are complete (except for minor “snagging” defects). The contractor is relieved of maintenance and insurance obligations, and the relevant defect liability period commences. Depending on the contract and complexity of the works, the defects liability period can be anywhere from 12 to 24 months. Over this period, the contractor is obligated to remedy defects identified by the asset owner.

OHLE works

With respect to some other completed assets (such as the C1, C2, and DSC tunnels), CRL Ltd has implemented a two-stage handover process. In the first stage, all Project documentation, including asset and cost information, is transferred to the ultimate asset owner. The second stage of full legal and financial handover will occur after Practical Completion. These selected assets cannot be handed over in a single stage prior to practical completion of the C3 contract because they are still an integral part of larger assets with ongoing works, and so the two-stage approach allows partial handover.

There were no asset transfers completed in FY24 due to delays caused by unforeseen complexities and competing priorities on other larger C3 works. A number of asset transfers are now expected in early FY25, including all works under C8 at Newmarket and C9 at Waitematā, as well as certain works from the Link Alliance such as Appendix 26 works at Waitematā Station (plant, utility, emergency systems, and train crew

Assets

rooms) and certain separable portions of the NAL, e.g. Normanby Road Bridge. Transfer of select completed streetscape works and urban realm works may also occur in FY25 but will be smaller in value. The remaining delivery performance targets are part of the larger station and tunnel assets which are only handed over when the project reaches Practical Completion.

In addition to handing over all built and completed assets, any land and designations held by or for CRL Ltd must be transferred. CRL Ltd is currently undertaking a comprehensive land survey programme that is unprecedented in New Zealand in terms of scale and complexity. The Company is collaborating with Land Information New Zealand (LINZ) throughout the process to ensure the integrity of ownership and to protect the stations and tunnel infrastructure as well as the subsoil surrounding the infrastructure. This collaboration has allowed CRL Ltd and LINZ to explore survey innovations which will be helpful to the wider infrastructure industry going forward.

Transferred and Third Party Works

Trial Running and Day One Operations

Auckland Transport and KiwiRail Holdings Ltd will be the Project’s main asset owners and will become responsible for providing rail services through the City Rail Link. Auckland One Rail (AOR) has been subcontracted by Auckland Transport to operate the metro rail network. These three parties will work together in the new Auckland Rail Operations Centre in Ellerslie.

Since February 2024, AOR and KiwiRail Holdings Ltd have already been implementing a 'Train the Trainer' programme to get their teams and train drivers ready for dynamic (i.e. variable) testing.

Downer New Zealand’s Asset Maintenance and Services (AMAS) business unit has also been subcontracted by Auckland Transport to maintain stations and their associated systems, facilities, and urban spaces.

Once Auckland Transport and KiwiRail Holdings Ltd have received the completed assets, they will finalise their preparations for the operation of the

City Rail Link, including by validating travel times and system performance. Auckland Transport is also training station and security staff, customer staff, train managers, and train drivers as part of their preparations, as well as procuring 23 new electric trains from Construcciones y Auxiliar de Ferrocarriles Mexico. KiwiRail Holdings Ltd are likewise undertaking works across the rail network to prepare for the opening of the City Rail Link.

Once the City Rail Link has been handed over to Auckland Transport and KiwiRail Holdings Ltd, these parties will be responsible for further testing and trial operations. The Link Alliance will seek to rectify any issues arising from the newly completed rail link over the defect liability period, and CRL Ltd will support the new asset owners in preparing for Day One operations through the One Client Alliance.

One Client Alliance leads (left to right) Alan Trestour (Auckland Transport), Bevan Assink (KiwiRail Holdings Ltd), Wayne Cooney (CRL Ltd)

Test train drivers visiting the CRL

One set of Te Waihorotiu Station's escalators

Statement of Performance

Tauākī Mahinga

Objectives

The Statement of Performance Expectations (SPE) for 2023-24 acts in conjunction with the Statement of Intent (SOI) for 2022-25 to assess CRL Ltd’s progress in delivering its main output class: ‘Deliver the Auckland City Rail Link project by November 2025.’

CRL Ltd has six output areas consistent with those set out in the SOI.

The six output areas are:

1. Project Delivery

2. Health and Safety

3. Funding Envelope

4. Sustainability and Social Outcomes

5. Community and Stakeholder Engagement

6. Oversite Development

Performance targets and measures for 202324 were selected by CRL Ltd (with input from the Sponsors) to communicate the progress of the Project across both construction and nonconstruction activities.

The SPE 2023-24 and SOI 2022-25 were prepared at different times, and while the performance targets established for the SPE are largely aligned with the SOI, there are some targets which are different - for example, delivery targets are specific to each reporting period.

Service performance information can be found in the below sections of this Annual Report: Pages 6 to 7, 16 to 17, 32 to 45, and 47 to 51.

Information within this Statement of Performance and the remainder of the Annual Report reflects reporting against strategic objectives set in the SOI.

While the SOI for 2022-25 sets out Oversite Development as one of CRL Ltd's outcomes, there was no specific target for this area in the 2023-24 financial year. CRL Ltd is supporting Eke Panuku Development Auckland and Kāinga Ora in development works.

Statement of Compliance

The Statement of Performance of CRL Ltd has been prepared in accordance with the requirements of the Crown Entities Act 2004, which include the requirement to comply with New Zealand generally accepted accounting practice (NZ GAAP) and the Companies Act 1993.

The SPE has been prepared in accordance with Tier 1 Public Benefit Entity (PBE) financial reporting standards, which have been applied consistently throughout the period.

Disclosure of judgements and assumptions

CRL Ltd has selected performance targets to reflect material and important milestones in the progress of the Project, including Project Delivery, Health and Safety, Funding Envelope, Sustainability and Social Outcomes, and Community and Stakeholder Engagement. Consideration has been given to areas of interest for a wide range of stakeholders, including ratepayers, the local community, and New Zealanders generally.

There are conditions that may impact on CRL Ltd’s performance targets and result in a variation from the anticipated or forecast results. In some cases, CRL Ltd has aggregated performance to provide an overall assessment of the rating applied. These aggregations will be noted.

The Company’s performance against each target will be rated as follows:

4 Achieved: the target has been completely met

➠ Substantially achieved: the Company is over 90% but less than 100% of the way to meeting the target

◗ Partially achieved: the Company is between 50% to 90% of the way to meeting the target

✘ Not achieved: the Company is less than 50% of the way to meeting the target

– Not applicable

This rating scale is a new method of assessing CRL Ltd's performance and it has been applied retrospectively to the previous year's results. Additional judgements have been disclosed throughout the performance reporting section to support the use of this scale.

The ratings applied to Project Delivery measures on Page 35 consider the aggregated stage of completion of the physical asset build or the aggregated actual cost in relation to the forecast as at target date to determine performance.

The ratings applied to the Sustainability and Social Outcomes measures on Page 47 consider the percentage performance in relation to the target or the aggregated performance in relation to target to determine the performance for the year. The ratings applied to the Communication and Stakeholder Engagement measures on Page 49 consider the aggregated performance in relation to target to determine the performance for the year.

Assessment of Performance Measures

The following section of the Annual Report will compare CRL Ltd’s progress towards achieving the performance measures set out in the Statement of Performance Expectations for 2023-24, which are consistent with the measures in the Statement of Intent for 2022-25, and will provide explanations for major variances such as targets not achieved. These measures relate to the following Output classes:

1. City Rail Link Development

2. Targeted Hardship Fund

Any externally verified targets will be noted, as will linkages between financial statements and service reporting. The Company monitors progress against performance targets through its monthly and quarterly reporting to the CRL Ltd Board and Sponsors. Service reporting is addressed more broadly in this Annual Report through the comprehensive Project Overview.

For the performance targets related to approved appropriation (i.e. funding) for (i) the City Rail Link Project and (ii) the THF, these are consistent with the Estimates and Supplementary Estimates within the Vote Transport for FY24.

KPIs

Project Delivery

These contracts were active during the 2023-24 financial year:

1. C3 for station and tunnels construction (which includes C5 for the NAL connection and C7 for rail infrastructure installation): this is being delivered by the Link Alliance.

2. C8 (Newmarket): this is being delivered by KiwiRail Holdings Ltd.

3. C9 (Britomart East): this is being delivered by KiwiRail Holdings Ltd.

The Link Alliance works are expected to reach Practical Completion in November 2025. Since this milestone lies beyond the 2023-24 financial year, the Company has selected interim milestones within each station to act as targets. These delivery milestones are tangible and verifiable measures that change year to year and provide a useful indication of Project momentum within the overall construction programme.

One of the SPE 2023-24 targets for Project Delivery was for the Normanby Road and Mount Eden Road bridges and the Fenton Street footbridge to be completed by December 2023, which was a revised target date set after the previous target of December 2022 was not met. This target has been substantially achieved with >90% of the aggregated completion of the physical asset build. The outstanding work was delayed due to competing priorities and the resolving of snags and defects, which is expected to be completed in FY25. Fenton Street footbridge works are incomplete as systems (e.g. CCTV, communications) have dependencies on Maungawhau Station.

Another SPE 2023-24 target for Project Delivery was the completion of the Karanga-a-Hape Station Mercury Lane and Beresford Square superstructure works by December 2023, which was revised from the initial target date of April 2023. This target was achieved in December 2023.

The third target for Project Delivery was the completion of rail tracks and overhead electrification installation by April 2024, which has been substantially achieved with approximately 92% completion. As of 30 June 2024, these combined works were over 95% completed. The delay was primarily due to a change in the subcontractor completing the installation of the Overhead Electrification equipment.

The final SPE 2023-24 Project Delivery target was for the Britomart East C9 contract for stages 4 to 6 (including signalling works) to be completed by June 2024. This target has been substantially achieved in aggregate based on actual cost in relation to the forecast as at target date. Stages 4 to 6 structure works were completed by Martinus Rail NZ. Stages 4 to 6 track works have been partially achieved, as final signalling works have been delayed to the December 2024/January 2025 Christmas Block of Line period due to scheduling prioritisation.

KPIs 2024

Deliver a safe, operable, and quality underground rail link in a timely manner

KPI 2024

Normanby Road and Mt Eden Road bridges and Fenton Street footbridge completed* by December 2023

Karanga-a-Hape Station: Mercury Lane and Beresford Square superstructure works completed by December 2023

Performance in 2024

Completion delayed to FY25.

Rail Tracks and overhead electrification installation completion by April 2024

Completed by December 2023

Rail tracks and overhead electrification physical installation in aggregate as of April 2024.

Performance in 2023

Target completion date for Normanby Road Bridge of December 2022 was not met.

Target completion date of April 2023 was not achieved as works were adversely impacted by Covid-19.

No comparable target

Britomart East C9 contract with KiwiRail Holdings Ltd for stages 4 to 6 including signalling works complete by June 2024

Stages 4-6 structures completed. Rail track and signalling physical works substantially complete (based on cost to complete), final section delayed until early 2025.

* Completed means that Practical Completion has been achieved.

No comparable target

Health and Safety

CRL Ltd aspires to Health and Safety excellence in everything it does.

The Company has cemented its vision in a Health and Safety Strategy summarised as ‘Mahia te mahi, hei painga hei oranga mo tātou katoa,’ or ‘to do the work for the good of everyone.’

These are CRL Ltd’s four strategic priorities for Health and Safety:

• Support and embed safer working behaviours

• Establish improved Health and Safety performance measurements

• Enable continuous Health and Safety improvement

• Enhance the maturity of Health and Safety management systems

Support and embed safer working behaviours

The Company and its construction partners have developed initiatives to explain and promote safe working behaviours. The Link Alliance inducts new workers to familiarise them with on-site settings and to communicate the Project’s values and objectives. This induction prioritises safety outcomes and contains an interactive behavioural safety model to encourage positive responses to unfamiliar and unsafe working conditions and activities. Inductees discuss potential responses in teams, and facilitators use these discussions to reinforce the Link Alliance’s Safety Principles, i.e. the core behavioural attributes encouraged across all worksites.

Iyyappan Perumal Senior Health and Safety Advisor checks his radio before heading underground

Establish improved Health and Safety performance measurements

CRL Ltd collects and analyses health, safety, and environmental data as part of the Company’s safety management system. All major incidents are investigated and preventative actions are put in place by the Link Alliance and other Project contract suppliers. The Company regularly inspects construction sites to check that minimum Health and Safety requirements are met across all contracts.

The current industry standard measurement of Health and Safety performance is the Total Recordable Injury Frequency Rate (TRIFR).

The SPE 2023-24 TRIFR target was six or less recorded injuries per million hours worked on the Project. As of June 2024, the 12-month moving average TRIFR was 1.8 recorded injuries per million hours worked on the Project, hence this target has been met.

To date, Project works have been delivered with fewer reportable injuries per million hours worked than typically achieved across major infrastructure projects. This is a positive outcome of the Health and Safety focus, particularly with regards to training, applied by CRL Ltd and the Link Alliance in the delivery of the City Rail Link.

CRL Ltd and the Link Alliance also use the internationally recognised Health and Safety Performance Index (HSPI) to assess the quality of their operations. The HSPI measures a range of Health and Safety Indicators and aggregates them into an overall HSPI score. The Link Alliance has been reviewing these indicators and aligning them with the transition from heavy civil and tunnelling works to the delivery of architectural, building fitout, and rail systems.

The SPE 2023-24 HSPI target was a score of 80 out of 100. This target was selected as it was considered both achievable and aspirational for this Project, helping to raise the bar for future construction projects. The Link Alliance calculated the June 2024 rolling average HSPI score at 90 out of 100, an assessment reviewed and corroborated by CRL Ltd and the Project Alliance Board. CRL Ltd has therefore achieved this target.

As highlighted in the FY23 Annual Report, CRL Ltd and the Link Alliance revised the input criteria for the HSPI score to align with industry best practice by using more lead indicators and removing criteria that were no longer applicable for the works ahead. These adjustments have contributed to the increase in HSPI score from 68 in FY23 to 90 in FY24.

Enable continuous Health and Safety improvement

A company’s Health and Safety performance is the result of many little choices made by workers every day. CRL Ltd strives to support good choices by minimising the external pressures and distractions that contribute to mistakes and by keeping employees engaged in their own wellbeing.

CRL Ltd and the Link Alliance run bi-annual ‘Mahia te Mahi’ Health and Safety engagement weeks at each of the Project’s construction sites. The programme of activities includes quizzes, toolbox talks, visits, tours by management, and photo competitions to capture workers adopting good Health and Safety practices. In FY24, the focus for the Link Alliance Health and Safety week was ‘Keep out of the Line of Fire,’ which addressed the Project’s current phase of electrical installation and commissioning and railway commissioning.

CRL Ltd also promotes Health and Safety improvements outside the Project by supporting

current initiatives in the New Zealand construction industry and by sharing lessons learned with its Project contractors.

Enhance the maturity of Health and Safety management systems

In FY19, CRL Ltd began assessing its Health and Safety management systems using the United Kingdom’s Risk Management Maturity Model (RM3). RM3 has been utilised for the past four years, and in FY23, the Company achieved Level 3 (standardised) for its maturity and Level 4 (predictable) for its culture. In FY24, the Company decided to maintain its Health and Safety systems and cease performing the RM3 assessment as the Link Alliance had reached an appropriate maturity and culture level. CRL Ltd instead proposed to conduct deep dive internal reviews into areas that are aligned with the Link Alliance programme including critical health and safety topics such as electrification and people and plant interfaces.

CRL Ltd and the Link Alliance are jointly working on these deep dive reviews.

Peter Pomale, Health and Safety representative onsite

KPIs 2024

Build an underground rail link that is safe for constructors, operators, maintainers, and users

KPI 2024 Performance in 2024 Performance in 2023

An externally validated maturity assessment of the Link Alliance HSE Management system using the Risk Management Maturity Model (RM3) will achieve Level 3 (Standardised), and Level 4 (Predictable) in sixteen or more areas by 30 June 2024

Total Recordable Injury Frequency Rate (TRIFR) at or below six injuries per million hours worked

RM3 assessments ceased and deep dive reviews were implemented

HSPI score of ≥80/100 on average over a 12-month period

Publish an annual safety assurance summary report* by 30 June 2024 reporting on safety for operations, maintenance, and users

4

An independent assessment of the Health and Safety maturity for the Link Alliance has achieved 25 areas for Maturity at Level 3 (Standardised) or Level 4 (Predictable) and 26 areas for Culture at Level 3 or Level 4 and one area at Level 5 (Excellence)

4

4 1.8 injuries per million hours worked

injuries per million hours worked

4

Contracts C3 and C5/C7 had a moving average HSPI score of 90/100

4

✗

Contracts C3 and C5/C7 had a moving average HSPI score of 68 due to medical and lost time injuries and redundant indicators

4

* This report is distributed to New Zealand Transport Agency Waka Kotahi, Auckland Transport, KiwiRail Holdings Ltd, Auckland One Rail and Link Alliance.

Funding Envelope

In FY24, CRL Ltd received $651m in funding from the Sponsors (compared to $909m in FY23), which is lower than the budget of $692m by 6.3%. The project funding of $651m is recorded in CRL Ltd’s financial statements Statement of Cashflows and in CRL Ltd's Statement of Changes in Equity.

The approved Appropriation for the Crown’s 50% share was $346m. One of the SPE 202324 Funding Envelope targets was for Project spend to be at least 90 percent of the approved Appropriation. This target has been achieved as $325.5m has been funded (94% spend versus appropriation).

The underspend versus budget was, in large part, due to slower construction progress – and therefore spend – on the C3 contract and C5/ C7 works. This reduction in required funding highlights the difficulty in accurately forecasting construction spend over a 12-month period.

Another SPE 2023-24 Funding Envelope target was for monthly financial and variance reporting of project costs to be completed on a cost to complete basis and to budget. This target has been achieved.

CRL Ltd maintains tight discipline over corporate costs which continue to come within the budget despite inflation pressures, thus fulfilling the third SPE 2023-24 Funding Envelope target. These costs are monitored and reported on monthly.

KPIs 2024

Achieve financial efficiency KPI 2024

Project spend of at least 90 per cent of approved Appropriation ($346m)

Monthly financial and variance reporting of project costs on a cost to complete basis and to budget

Operate CRL Ltd’s corporate functions within the approved budget

4 ✘

$325.5m funded (94% spend vs appropriation)

4

$454.5m funded (14% underspend vs appropriation). Covid-19 and design delays impacted the planned works for FY23

4

4

4

Work at Te Waihorotiu Station on Albert Street

Sustainability and Social Outcomes

The City Rail Link Project aims to achieve sustainability excellence by being careful with the resources it uses, optimising its carbon footprint, avoiding waste, and leaving a positive social and cultural legacy for Tāmaki Makaurau.

Infrastructure Sustainability Certification

The Project’s sustainability performance is externally verified by the Infrastructure Sustainability Council (ISC) using a rating tool developed in partnership with mana whenua to consider Aotearoa’s unique cultural context. The ISC awards one certification for infrastructure design and a second ‘as-built’ certification once the design has been constructed. A score of 65/100 or higher is considered ‘Excellent’, and a score of 75/100 or higher is considered ‘Leading’.

In FY22, C1 received a Leading As-Built rating and C2 received an Excellent As-Built rating. In FY23, C3 received a Leading IS Design rating. In FY24, with civil construction nearing completion for C3, the Link Alliance have lodged a submission for an ‘As-Built’ certification from the ISC. The verification process takes several months to complete, and a final certification will be issued in FY25.

One of the SPE 2023-24 targets for Sustainability and Social Outcomes is for C3 to maintain a selfassessed projected IS As-Built score of 65/100 or higher. The Link Alliance regularly conducts rigorous self-assessments against the IS rating framework and calculates worst case, probable, and best case IS scores for C3. The current Link Alliance self-assessed probable score for C3 is 83/100 and a final score is currently being verified by the ISC. Therefore, CRL Ltd has met this SPE target for 2023-24.

Carbon Measurement Methodology

CRL Ltd adheres to the requirements set by the International Standard ISO 14064.1 and the guidelines set by the Ministry for the Environment for the verification and reporting of greenhouse gas (GHG) emissions and sustainability outcomes.

In FY24, Toitū Envirocare completed an external audit of the Project's energy model for C3 and confirmed that the model was sound. The ISC has also been retained to verify and provide performance ratings across key performance targets. Notwithstanding this, quantifying GHG emissions is subject to inherent uncertainty as scientific knowledge and methodologies are still evolving in this area, as are GHG reporting and assurance standards.

To track the Project’s success in achieving sustainability outcomes, the ISC verified the 'base case' created by the Link Alliance, which is an estimate of the amount of energy and materials needed to build and operate the City Rail Link under a business-as-usual approach without sustainability interventions. CRL Ltd then developed a ‘detailed design’ with initiatives to reduce resource consumption. Comparing the detailed design against the base case enables CRL Ltd to quantify improvements in resource use during the delivery of the Project.

Reducing Resource Consumption

The City Rail Link will be a low-carbon travel option for Auckland once it is complete, but building it requires a significant up-front cost in energy, materials, and water use. CRL Ltd aims to minimise resource consumption during the delivery of the Project and over the City Rail Link’s 100year lifetime by employing efficient design and construction methodology.

One of the SPE 2023-24 targets for Sustainability and Social Outcomes is for C3 to achieve a 25% reduction in construction and operational energy-related emissions compared to the basecase. Currently, C3 is projected to achieve a 19.7% reduction in emissions associated with constructing and operating the City Rail Link stations and tunnels, so this target has been partially achieved (between 50% to 90% of the way to meeting the target, as per the judgments applied on Page 33). This is because the energy saving strategies that were incorporated into station and tunnel design and build will deliver lower projected annual carbon savings than initially anticipated when setting the SPE target. Despite not fully meeting this target, the Project is still expected to achieve carbon savings of 296 tonnes CO2e per annum over its 100 year design life. CRL Ltd and the Link Alliance have prioritised renewable energy usage and energy efficiency to minimise carbon emissions during construction.

Another SPE 2023-24 target for Sustainability and Social Outcomes is for C3 to achieve a 15% reduction in the embodied carbon of materials compared to the base case. The Project is currently tracking at a 9.7% reduction compared to the base case and is 7.3% above the detailed design. Therefore, this target has been partially achieved. This is because more concrete and steel were required during construction than was forecast in the detailed design.

electricity savings of 2,605,707 kWh pa (projected)

Zero Waste to Landfill

of 296 tonnes of carbon dioxide equivalent (tCO 2e) pa (projected) Enough power for the equivalent of 384 NZ homes

Construction and demolition material makes up around 50% of the total waste that is sent to New Zealand’s landfills. As the country’s largest transport infrastructure project to date, the City Rail Link must set a standard for future infrastructure projects by not only reducing its waste but also enabling the reuse and recycling of as much waste as possible.

One of the updated targets in the SPE 2023-24 is for 95% of construction and demolition waste to be diverted from landfill. This is a change from FY23 reporting, which included spoil, and

21,181 tCO 2e of carbon savings through replacement of cement with fly ash

it reflects the current stage of the Project with civil works now completed. To date, 95% (66,017 tonnes) of construction and demolition waste from C3 has been diverted from landfills. The SPE 2023-24 does not specify that this KPI only applies to C3. However, although other contracts (e.g. C8 Newmarket and C9 Britomart East) have been monitored, they were excluded from reporting due to materiality. Furthermore, for C3, 100% of spoil and 58% of office waste has been diverted from landfill.

Resource use and sustainability rating for C3 (tunnels and stations) to 30 June 2024

Self-assessed As-Built Infrastructure Sustainability rating score

Social Outcomes

CRL Ltd has continued its commitment to leaving a positive legacy of social outcomes by enhancing opportunities for mana whenua, Māori, Pasifika, youth, and social enterprises. The Project continues to support opportunities for training, employment, future workforce development and supply chain diversity during construction.

Training and Employment

180 students from 14 schools have toured the Project in the past year to gain exposure to the diverse careers available in the infrastructure sector.

The Link Alliance has run a biannual 16-week Progressive Employment Programme (PEP) that provides a small group of rangatahi with intensive mentor-based training to help them into employment. One of the SPE 2023-24 targets was to deliver the PEP with six or more rangatahi graduating and in employment. Ten interns successfully graduated in this financial year, and three are in employment, so this target has been partially met. Fewer employment opportunities are available as the Project enters the final stages of delivery, resulting in a lower number of interns being employed in FY24.

The PEP drew to a close at the end of June 2024 with 100% of students completing the programme across the final two intakes in FY24 (91% completion rate over the entire programme), a milestone achievement for the Project.

The SPE 2023-24 has added a target for at least 50% of Māori, Pasifika, and youth employees in the Link Alliance to have career development plans. This target ensures that these employees thrive in their careers after the Project is concluded.

By the end of FY24, 58.8% of Link Alliance Māori, Pasifika, and youth employees had Career Development Plans, thus fulfilling this SPE target. The implementation of these plans was supported by two Māori and Pasifika training organisations, Zeducation and CALLED.

Statistics New Zealand estimated in 2023 that women made up only 15.8% of Aotearoa’s construction workforce. The Link Alliance established a Scaffolding Through Sisterhood programme in 2022 to encourage more women to work in the construction sector. In FY24, eight high school wāhine completed the program, receiving direct Project experience as well as career opportunities in the wider construction sector.

Progressive Employment Programme 2019-2024

30

16 91% have been employed on the Project employed more than 12 months completion rate

PEP GRADUATES

Final cohort of PEP interns with CEO Dr Sean Sweeney and Miriama Wilson, Social Employment Lead (right)

Social Procurement

Sustainable procurement is crucial to driving excellent cultural, social, environmental, and economic outcomes. CRL Ltd and the Link Alliance have committed to supporting Māori and Pasifika-owned businesses and generating flow-on economic, cultural and community benefits. The Link Alliance has continued to collaborate with Amotai, Aotearoa’s supplier diversity intermediary, as part of the urban realm procurement process.

Summary of initiatives taken by the Link Alliance to support social outcomes:

Spend with Māori and Pasifika Business by Category

$133m

Link Alliance spend with Māori and Pasifika owned sub-contractors and suppliers

56 contracts awarded to Māori and Pasifika businesses

$9.1m spent with mana whenua (8 City Rail Link Mana Whenua)

283 engagements with socially innovative businesses

KPIs 2024

Achieve sustainability excellence including social outcomes

KPI 2024*

C3 to maintain a self-assessed projected Infrastructure Sustainability (IS) As Built score ≥ 65 (equivalent to an ‘Excellent’ (IS) rating)

C3 to achieve 15 per cent reduction (versus design base-case) in embodied carbon of materials

C3 to achieve 25 per cent reduction (versus design base-case) in construction and operational energy-related emissions

Performance in 2024

4

Self-assessed As-Built score of 83 as at 30 June

Performance in 2023

C3 was awarded a ‘Leading’ Design rating certification by the ISC

4

95 per cent of construction and demolition waste diverted from landfill

Deliver the “Progressive Employment Programme” with ≥ six rangatahi (young people) graduating and in employment

≥ 50 per cent focus group (Māori, Pasifika, and Youth) Other Alliance Participant employees with Career Development Plans

19.7% projected reduction

4

95% diverted

10 graduates, 3 with employment finalised

4

21.4% reduction. Reported as 'Not Achieved' in previous Annual Report; scale system has been applied retroactively

4

99.8% of all C3 construction and demolition waste (including spoil) was diverted from landfill (96% when spoil is excluded)

4

8 graduates, 6 with employment finalised

4

with Career Development Plans**

* All of these KPIs relate to C3. Other contracts such as C8 Newmarket and C9 Britomart East were monitored but excluded from this reporting due to materiality.

** The 2023 result for this measure has been provided for comparative purposes. This measure was not included in the Statement of Performance Expectations for 2023-24 and was not reported in the FY23 Annual Report. It has not been audited.

In FY23, one of CRL Ltd's SPE targets was for six Link Alliance construction contracts to be awarded to Māori and/or Pasifika small and medium sized enterprises by 30 June 2023. In FY24, with most procurement now complete, the focus has shifted to maintaining relationships with Māori and Pasifika businesses already awarded contracts. This target was therefore not included in the SPE 2023-24 and CRL Ltd is not reporting against it for FY24.

Community and Stakeholder Engagement

CRL Ltd continued its commitment to transparent communication in FY24. The Company actively updated stakeholders on Project progress through social media, media releases, site tours, and public events. The Project also provides regular written updates to the Waitematā and Albert Eden Local Boards and offers to present in person every quarter.

CRL Ltd captures feedback in a number of ways. The Project holds up to 16 Community Liaison Group meetings each year, providing different stakeholders with the opportunity to discuss issues and provide feedback into the Project. The Project receives feedback across channels including Facebook, Instagram, LinkedIn, and the info@cityraillink.govt.nz inbox.

The FY23 SPE had a combined target for social media posts (5 per week) and media releases (25 over 12 months). For FY24, a decision was made to switch to a new target: achieve a total over 12 months of >4,000 likes on social media posts, >15,000 direct views of videos, and 25 media releases. CRL Ltd chose to adopt these new targets because likes and views more directly correlate to engagement levels, compared to numbers of posts made.

Over FY24, CRL Ltd achieved >134,000 likes on social media posts and >1.3m direct views of videos, thus exceeding the SPE targets. This achievement reflects the current phase of the Project in terms of being able to create engaging videos and social posts and showcase progress. At the same time, in this advanced stage of the Project, there were fewer media opportunities and hence the media releases sub-target was not met.

Since CRL Ltd achieved two of the three submeasures (likes and direct views) and achieved 72% of the third measure (18 media releases out of 25), the target has overall been substantially achieved.

Another FY24 SPE target was increased public participation through events (target 8) and site tours (target 25). CRL Ltd has met these targets with 10 events and 63 site tours. The site tour target has been significantly exceeded because given the advanced stage of construction on the Project, both requests for tours and ability to facilitate tours has increased.

Community and Stakeholder Engagement has two key performance targets: firstly, ensuring the effective operation of the Targeted Hardship Fund, and secondly, maintaining its strong partnership with mana whenua.

CRL Ltd works towards maintaining positive relationships with those most affected by construction impacts. This includes being proactive and upfront with businesses about construction in their area and working to mitigate the impacts. Reducing disruptions wherever possible and improving public amenity - including restoring streetscapes and reopening public spaces – remains a key priority.

In FY24, CRL Ltd continued to process and approve completed THF applications in a timely manner, issuing all payments to successful applicants within 30 days of receipt and adhering to the Sponsors’ guidelines and expectations regarding administration of the fund.

As construction impacts decrease across the city, the level of financial assistance available to businesses will decrease accordingly. CRL Ltd is prioritising clear communication with THF recipients, ensuring that they are well-informed about any reductions in their payments. CRL Ltd has also worked proactively with representatives of the Ministry of Transport and Auckland Council to keep the Company’s Sponsors informed of expected THF payment reductions.

CRL Ltd remains committed to strengthening its partnership with mana whenua. In FY24, the Company planned events to celebrate Matariki with mana whenua and the public and to unveil the cultural elements incorporated into each station's design.

KPIs 2024

One of the FY23 measures for Community and Stakeholder Engagement was to complete a mana whenua partnership case study and make this publicly available as an industry tool for lessons learnt and best practice. This case study was completed in FY23 and therefore CRL Ltd is no longer reporting to it for FY24.

Deliver a high level of communication and engagement

KPI 2024 Performance in 2024 Performance in 2023

Achieve total over 12 months of >4,000 likes on social media posts, >15,000 direct views of videos, and 25 media releases

Increased public participation through events (target 8) and site tours (target 25)

Targeted Hardship Fund payments made to applicants within 30 days of CRL Ltd receiving a completed application

>134,000 likes on social media posts, >1.3m direct views of videos and 18 media releases

4

4

683 social media posts (target 5 per week) and 25 media releases (target 25 over 12 months)

4 10 events and 63 site tours 9 events and 60 site tours

4

Payments made on average within 14-21 days of receipt of completed and successful applications

4

Payments made on average within 14-21 days of receipt of completed and successful applications

Kōrero on Maungawhau to celebrate Matariki

Financial Objectives

Output Class Cost of Service Statement

City Rail Link Development

1 Variance of FY24 Actual deficit to Budget was due to delay in asset transfers.

Targeted Hardship Fund*

* The Targeted Hardship Fund funding and expenditure in the table above represents the Crown's 50 percent share only.

Reporting against Appropriation

Vote Transport – Supplementary Estimates of Appropriations 2023/24 – Budget 2024.

Auckland City Rail Link Non-Departmental Capital Expenditure

The Crown is a 51 per cent shareholder of CRL Ltd and funds CRL Ltd on 50:50 basis with Auckland Council. The Crown and Auckland Council fund CRL Ltd by subscribing to equity in the company.

The appropriation is to achieve construction and operational readiness of the City Rail Link project.

An explanation of the variances from budget can be found in note 16 of the Financial Statements within this Annual Report.

Assessment of Performance

City Rail Link Ltd

Deliver the Auckland City Rail Link project by 2025 Project delivery targets are met Substantially achieved. Project practical completion is on track for 2025. Achieved. Project delivery targets are met

THF payments made within 30 days of CRL Ltd receiving a completed application*

100%

Achieved. 100% of payments made within 30 days of receiving a completed application Achieved. 100% of payments made within 30 days of receiving a completed application

* Clarification: payments are made on a completed and "successful" (approved) application

CRL Ltd receive Appropriation through Vote Transport for both the Targeted Hardship Fund and Capital Expenditure for the project. Our reporting against these Appropriations is as follows:

Capital Expenditure

This is a multi-year Appropriation limited to the Crown’s 50 per cent share of the total project capital costs of the City Rail Link Project. The Appropriation commenced on 1 July 2020 and expires 30 June 2025.

Appropriation for Infrastructure $(000)

Original Appropriation (from 1 July 2020) 1,687,586

Actual spend and adjustments FY21-FY23 (711,939)

Appropriation remaining 30 June 2023 975,647

Appropriation adjustment FY24* (636,647)

Actual spend to 30 June 2024 (325,500)

Appropriation remaining 30 June 2024 13,500

* The Appropriation adjustment for FY24 includes spend estimates for the period 1 July 2024 to 30 June 2028.

Targeted Hardship Fund

This is a multi-year Appropriation limited to the Crown’s 50% share of the payments and administration costs to eligible businesses for hardship associated with sustained and major disruption relating to the C3 package of works for construction of the City Rail Link. The Appropriation commenced on 1 July 2021 and expires 30 June 2025.

Appropriation for Infrastructure $(000)

Original Appropriation (from 1 July 2021) 6,000

Actual spend to 30 June 2022 and 2023 (2,795)

Appropriation remaining 30 June 2023 3,205

Actual spend to 30 June 2024 (1,212)

Estimated spend to 30 June 2025 (1,993)

Estimated Appropriation remaining -

Wendy Watts from Pourewa Nursery planting Ota on Fenton Street

Communications and Engagement

Ngā Whakawhitiwhiti Kōrero me te Kōrerorero Tahi

Drone Flight and New Project Visuals

In February 2024, the Project undertook a new initiative: a drone flight through the tunnels to capture the entirety of the Project's progress from Maungawhau to Waitematā. The stunning footage from this flight became one of the most-viewed videos on CRL Ltd’s YouTube channel. Partner organisations, including Auckland Council, have used elements of the drone footage for their own communication materials, such as for a city-wide advertising campaign. The drone flight also garnered significant positive media coverage, communicating the Project’s progress to a wider audience.

Branch Out Festival 07 October

The Link Alliance partnered with Auckland's Uptown Business Association to host the second annual Branch Out Spring Festival on 07 October 2023. This vibrant street party transformed Nikau Street into a pedestrian paradise buzzing with activity. Families enjoyed a lively market showcasing local crafts, delectable food vendors, and captivating performances. Live music filled the air, fostering a festive atmosphere for the entire community.

The Branch Out Spring Festival showcased the best of Uptown Auckland. The Project aimed to attract new residents and businesses to the area by highlighting its unique charm and potential. This initiative marked a successful continuation of the positive partnership between the Project and the Uptown Business Association, with both parties committed to making the Branch Out Spring Festival a local success.

Branch Out Festival

Music in the Tunnels

CRL Ltd marked New Zealand Music Month in a unique way this year, hosting a special "Music Underground" performance on the Te Waihorotiu platform in May. Local musician artist Geneva AM (Ngāti Kahungunu ki Wairoa), hailing from Waiheke Island, took centre stage for an exclusive concert nestled within the heart of the station.

This innovative event showcased both the creative spirit of the Project and the impressive acoustics of the new stations and was heavily featured in the media. The performance provided a literal platform for a talented local artist while serving as a glimpse into the future of the City Rail Link.

Waka Train Brick Build Event

CRL Ltd kicked off the holiday season with a delightful LEGO® themed event held at the Chief Post Office in December 2023. Awardwinning LEGO® artist Jono Samson, who gave an impressive performance on TVNZ LEGO® Masters NZ, took centre stage. His mission: to construct a brick rendition of the iconic City Rail Link Waka Train image. The event proved to be a resounding success, drawing enthusiastic crowds, particularly youngsters captivated by the magic of LEGO® in action. The completed train has been on display in the CRL Ltd office and will be moved to a permanent home at the end of the Project.

Brick Build Waka Train event

Geneva AM (Ngāti Kahungunu ki Wairoa) performing in Te Waihorotiu Station

Ministerial Visit

CRL Ltd recently welcomed the new Minister of Transport, Hon. Simeon Brown, for a comprehensive tour of the site. This visit generated significant excitement, with the Minister's Facebook followers receiving updates highlighting the Project’s potential benefits for Auckland.

Minister Brown expressed his appreciation for the tour and acknowledged the mahi invested in the Project.

The Harvey Tree

The iconic Harvey Tree, an Oriental Plane originally planted in the 1960-70s by Les Harvey outside 93 Albert Street, was removed in 2019 to make way for Te Waihorotiu Station. Efforts to relocate the tree were not feasible as the roots of the tree had become entwined with existing underground utilities and had to be removed. However, prior to removal, cuttings were taken from the original Harvey Tree and nurtured in a dedicated nursery.

On 19 June 2024, CRL Ltd and the Link Alliance replanted this piece of Auckland history: the descendant of the original tree found a new home on the opposite corner, ensuring this Auckland landmark continues to thrive.

The original plinth explaining the tree’s French heritage was reinstated in July 2024.

CEO Dr Sean Sweeney and Minister of Transport Hon. Simeon Brown

Ministerial site tour

Link Alliance Project Director Francois Dudouit helps plant the Harvey Tree

Plinth in pavement near Harvey Tree

360-Degree Tour of Te Waihorotiu

CRL Ltd unveiled a groundbreaking new way to experience the construction of Te Waihorotiu Station: a 360-degree virtual tour.

Developed in collaboration with the Link Alliance, this immersive experience allowed users to virtually step inside the station and explore its progress from the comfort of their own devices, gaining a unique glimpse into the final stages of construction and the installation of critical station systems.

Captured in April 2024, the virtual tour showcased the station's architectural design, the expansive concourse area, and the platform level in high detail.

CRL Ltd plans to expand this virtual experience to include tours of Maungawhau and Karanga-a-Hape Stations, providing a comprehensive overview of the entire Project and its transformative impact on the future of Auckland’s public transport network.

Mana Whenua

The City Rail Link Project is a substantial transformation of Auckland’s geography and infrastructure and, as such, it requires the input of mana whenua. The Project began a relationship with local iwi in 2012 prior to the establishment of CRL Ltd. In the twelve years following, the Project’s Mana Whenua Forum has contributed to the Project across many levels, from guiding the design of stations to influencing on-site health and safety practices to ensuring the sustainability of construction.

The Forum members are Te Ākitai Waiohua, Te Kawerau ā Maki, Ngāti Maru, Ngāti Paoa, Ngāi Tai ki Tāmaki, Ngāti Tamaoho, Ngāti Te Ata Waiohua, and Ngāti Whātua Ōrākei. The relationship between the Company and the Mana Whenua Forum is stronger than ever, and CRL Ltd will continue developing this relationship over the course of the Project.

In FY24, Thomas Rawiri (Ngāi Tai ki Tāmaki) was appointed as the Mana Whenua Forum representative for the Project Alliance Board. This appointment reflects CRL Ltd’s strong relationship with mana whenua and its commitment to ensuring that iwi have significant influence over Project outcomes.

CRL Ltd has also prioritised the integration of Māori narratives and events into the daily life of the Project and into its corporate culture.

In July 2023, CRL Ltd celebrated Matariki with a hīkoi led by Robbie Pāora (Ngāti Whātua Ōrākei) up the Maungawhau volcano and a kōrero about the origins of Matariki. This occasion was jointly celebrated by representatives from the Mana Whenua Forum, members of the public, and CRL Ltd staff.

Through a close partnership with mana whenua, CRL Ltd is incorporating culturally significant elements throughout the Project. This collaboration aims to reflect te ao Māori and the

Thomas Rawiri (Ngāi Tai ki Tāmaki)

stations' connection to the surrounding landscape. Over FY24, several architectural design elements conceptualised and influenced by mana whenua have come to life across the City Rail Link stations.

In August 2023, three nine-metre-tall Atua panels designed by artist Reuben Kirkwood (Ngāi Tai ki Tāmaki) and architectural designer Jessica Beagelman were installed at the Mercury Lane entrance to Karanga-a-Hape station. These three panels, which depict Ira Atua and Ira Tangata, reference spiritual and physical life principles.

At Te Waihorotiu Station, installation is progressing for seven skylights in the station roof along Albert Street which allow natural light into the underground space and reflect seven stars of the Matariki constellation. In October 2023, aluminium cladding with a gigantic motif designed by mana whenua artist Graham Tipene (Ngāti Whātua Ōrākei, Ngāti Hine, Ngāti Haua, Ngāti Manu)

was installed along the entire wall area between the passenger concourse and platform levels, representing the movement of water and the Waihorotiu stream that gives the station its name. The first test rods have also been installed to hang from the ceiling just past the station entrance, representing the raupō in the Waihorotiu.

Meanwhile, on the outside of the Wellesley Street entrance to the station, work continued on the sky element representing ngā roimata o Ranganui. This element was fully installed by the end of April 2024. The façade was unveiled in July 2024 during Matariki celebrations.

Te Waihorotiu's Sky Element, representing the tears of Ranginui, designed by Graham Tipene (Ngāti Whātua Ōrākei)

Atua panel on Karanga-a-Hape Station, designed by Reuben Kirkwood (Ngāi Tai ki Tāmaki)

The Mount Eden Road Bridge near Maungawhau Station has been installed with three nine-tonne precast artwork panels created by Graham Tipene. The bowl-shaped symbols in these panels signify the abundance of food generated by Mataaoho through volcanic soil.

In February 2024, glass panels designed by Reuben Kirkwood (Ngāi Tai ki Tāmaki) were installed in the two lift shafts at the Fenton Street bridge to honour Mataaoho and represent Ahi Tipua. The panels sport a design of red to represent the fire and heat of lava flow, black to represent the transformation from lava to black scoria or basalt, and white to symbolise the balance of creation when regrowth and health flow through from the land after seismic or volcanic energy.

Glass panels designed by Reuben Kirkwood (Ngāi Tai ki Tāmaki)

Te Ipu a Mataaoho designed by Graham Tipene (Ngāti Whātua Ōrākei) on Mount Eden Road bridge

In March 2024, the sky element façade at Maungawhau Station was completed. This sky element is just one of four design components that tell the story of Maungawhau Station and its relationship to the nearby Maungawhau volcano.

Designed by iwi artist Tessa Harris (Ngāi Tai ki Tāmaki), the element utilises glittering blue panels to evoke ngā roimata o Ranganui after his separation from Papatūānuku, reflecting the Māori creation story. In a moving dawn service, the completed façade was revealed to Tessa who saw her work presented in steel and glass for the first time.

The mātauranga provided by mana whenua has led to the creation of a culturally profound City Rail Link that reflects the history of Tamaki Makaurau and paints an inspiring vision of the city’s future.

Tessa Harris (Ngāi Tai ki Tāmaki), Maungawhau Station's nominated iwi artist, at the karakia to bless the reveal of the sky element

Maungawhau Station's sky element, designed by Tessa Harris (Ngāi Tai ki Tāmaki)

Mana Whenua

He takahuritanga tino nui te Kaupapa o te City Rail Link o te matawhenua me te tūāhanga o Tāmaki Makaurau, nō reira me whai wāhi mai ngā mana whenua. I tīmata i te Kaupapa tētahi hononga me ngā iwi i te tau 2012 i mua o te whakatūtanga i te CRL Ltd. I ngā tau tekau mā rua i muri mai, he nui te tautoko a te Rūnanga Mana

Whenua o te Kaupapa puta noa i ngā taumata maha, mai i te ārahi i te hoahoa o ngā teihana ki te whakaawe i ngā tikanga hauora me te haumaru i te wāhi mahi ki te whakarite i te toitūtanga o te hangatanga.

Ko ngā mema o te Rūnanga ko Te Ākitai Waiōhua, Te Kawerau ā Maki, Ngāti Maru, Ngāti Paoa, Ngāi Tai ki Tāmaki, Ngāti Tamaoho, Ngāti Te Ata Waiōhua, me Ngāti Whātua Ōrākei. He tino kaha rawa atu te hononga i waenga i te Kamupene me te Rūnanga Mana Whenua, ā, ka tiakina tonutia e te CLR Ltd tēnei hononga i te roanga atu o te Kaupapa.

I te FY24, i tohua ko Thomas Rawiri (Ngāi Tai ki Tāmaki) te māngai o te Rūnanga Mana Whenua mō te Poari o te Project Alliance. E whakaata ana tēnei kopounga i te tino hononga o te CLR Ltd ki te mana whenua me tōna pūmau kia tino whai mana ngā iwi ki ngā putanga o te Kaupapa.

Kua whakaarahia e te CLR Ltd ko te whakauruuru mai o ngā kōrero a te Māori me ōna huihuinga ki te kaupapa otirā ki tōna ahurea rangatōpū. I te Hūrae 2023, i whakanuitia e CLR Ltd a Matariki mā tētahi hīkoi i raro i te maru o Robbie Pāora (Ngāti Whātua Ōrākei) ki runga o Maungawhau ki te kōrero mō te ahunga mai o Matariki. I tae atu hoki ko ngā māngai o te Rūnanga Mana Whenua, ngā tāngata o te iwi whānui, me ngā kaimahi o te CLR Ltd.

Mā tōna hononga tata ki ngā mana whenua, kei te whakaurua mai e te CLR Ltd ngā āhuatanga ahurea hira puta noa i te Kaupapa. Ko te whai a tēnei mahi tahi kia whakaatahia te ao Māori me te hononga o ngā teihana ki te hora o te whenua e pae ana. I te FY24, he maha ngā huānga hoahoa

Thomas Rawiri (Ngāi Tai ki Tāmaki)

whare i ariātia, i whakaawetia e ngā mana whenua kua ora mai i roto i ngā teihana o City Rail Link. I te marama o Ākuhata 2023, e toru ngā papa whakaari Atua iwa mita te teitei kua whakatūria, he mea hoahoa e te tohunga toi a Reuben Kirkwood (Ngāi Tai ki Tāmaki) me te tohunga hoahoa whare a Jessica Beagelman i te kuhunga ki Mercury Lane ki te teihana o Karanga-a-Hape. E tohu ana ēnei papa e toru, e whakaatu ana i te Ira Atua me te Ira Tangata, i te taha wairua me te taha tinana.

I Te Teihana o Te Waihorotiu, kei te whakamaua ngā rama tuanui e whitu i te teihana e rere ana i Albert Street e whitikia mai a raro e te rā me te whakaata i ngā whetū e whitu o Matariki.

I te Oketopa 2023, i whakamaua te papapātū konumohe me tētahi waitohu nunui i hangaia e te tohunga toi mana whenua a Graham Tipene (Ngāti Whātua Ōrākei, Ngāti Hine, Ngāti Haua, Ngāti Manu) ki te pakitara katoa i waenga i te wāhi mō ngā pāhihi me ngā taumata papa, e tohu ana i te

Te Huānga Rangi o Te Waihorotiu, e tohu ana i ngā roimata o Ranginui, he mea hoahoa e Graham Tipene (Ngāti Whātua Ōrākei)

neke o te wai me te kōawa o Waihorotiu nō reira te ingoa o te teihana.

Ko ngā matira whakamātautau tuatahi kua whakamaua kia tārere mai i te tuanui i muri tonu mai i te kuhunga ki te teihana, e tohu ana i te raupō i te Waihorotiu. Heoi, i waho o te kuhunga i te Wellesley Street ki te teihana, e haere tonu ana ngā mahi ki te huānga rangi e tohu ana i ngā roimata o Ranginui. I tutuki te whakamau i tēnei huānga i te mutunga o te Āperira 2024. I huraina te papa mata i te Hūrae 2024 i te wā o ngā whakanuitanga i a Matariki.

Kua whakamaua ki te piriti o Mount Eden Road pātata ki Te Teihana o Maungawhau ngā papa toi iwa tana e toru i hangaia e Graham Tipene.

E tohu ana ngā āhua oko kei ēnei papa i te nui o te kai mai i a Mataaho i roto i te oneone puia.

Papa atua o te Teihana o Karanga-a-Hape, he mea hoahoa e Reuben Kirkwood (Ngāi Tai ki Tāmaki)

I te Pēpuere 2024, i whakamaua ngā papa karāhe i hoahoatia e Reuben Kirkwood (Ngāi Tai ki Tāmaki) ki ngā poka haupunu e rua i te piriti o Fenton Street hei whakahōnore i a Mataaho me te whakaata i te Ahi tipua. Kei ngā papa ko tētahi hoahoa whero e tohu ana i te ahi me te wera o te rangitoto, ko te pango e tohu ana i te hurihanga mai i te rangitoto ki te rahoto pango, ōnewa rānei, ko te mā e tohu ana i te tautika o te ōrokohanga i te rere o te tipuranga me te hauora mai i te whenua i muri i te rū, i te puia rānei.

Te Ipu a Mataaoho, he mea hoahoa e Graham Tipene (Ngāti Whātua Ōrākei) ki te piriti o Mount Eden Road.

Nā Reuben Kirkwood ngā karāhe tohu (Ngāi Tai ki Tāmaki)

I te Maehe 2024, i tutuki te papa huānga rangi i Te Teihana o Maungawhau. Ko te huānga rangi tētahi o ngā wāhanga hoahoa e whā e kōrero ana mō Te Teihana o Maungawhau me tōna hononga ki te puia o Maungawhau e pātata ana.

He mea hanga e Tessa Harris (Ngāi Tai ki Tāmaki), e whakamahi ana te huānga i ngā papa kikorangi pīrakorako e whakaata ana i ngā roimata o Ranginui i muri i tōna wehenga mai i a Papatūānuku, e whakaata ana i te orokohanga o te ao e ai ki te Māori. I ngā karakia whakaharahara i te atatū, i huraina te papa mata, ā, kātahi anō a Tessa ka kite i ana mahi i whakaaturia mā te maitai me te karāhe mō te wā tuatahi.

Nā ngā mātauranga a ngā mana whenua i ārahi i te City Rail Link, e whakaata ana i te hītori o Tamaki Makaurau me te whakaari i tētahi matakitenga whakahihiri o te anamata o te tāone nui.

Tessa Harris (Ngāi Tai ki Tāmaki), te tohunga toi o Te Teihana o Maungawhau i kōharitia e ngā iwi, i te karakia mō te hura i te Huānga Rangi

Huānga Rangi i Te Teihana o Maungawhau, he mea hoahoa e Tessa Harris (Ngāi Tai ki Tāmaki)

Urban Forest Ngahere Tāone

CRL Ltd has closely monitored the impacts of construction on local greenery and environmental health. 206 native and exotic trees and shrubs were displaced from their homes as construction works progressed across Auckland. In response, the Company has collaborated with Auckland Council to create the Ngahere Planting Programme, which replaces plant life around the city with an emphasis on native and culturally significant species. As construction winds down and public spaces are returned to communities, these green initiatives are coming to life.

Pourewa Nursery is a Ngāti Whātua Ōrākei-led social enterprise that is named for a raised sentry platform – a pūwhara – in the Ōrakei area. The Nursery has partnered with CRL Ltd to grow over 5,000 plants and 393 trees that will be planted around the City Rail Link stations and within four inner-city areas. These trees and plants will contribute to different ecological strata and enhance the biodiversity of Auckland. CRL Ltd is aiming to replant more trees than were displaced by the Project and is currently at a 2:1 ratio of return to removal.

Kawakawa (Piper excelsum) is a native herbaceous shrub used for medicinal and ceremonial purposes in Te Ao Māori. Nearly 250 kawakawa have been planted along Boston Road, with more to follow around Maungawhau Station and other areas after construction is finished.

Pūriri (Vitex lucens) is large, red-flowering tree which is often used for building and fencing and

produces berries that are eaten by native birds.

The Pōhutakawa tree (Metrosideros excelsa) is a remarkably resilient canopy tree that provides shade to other layers of vegetation and is known affectionately as the New Zealand Christmas Tree. These are among the species of trees that have been raised by Pourewa Nursery to aid CRL Ltd’s urban greenery efforts.

Another plant beloved by the Auckland community is Ota (Pyrrosia eleagnifolia), a native taonga that is conceptualised as a gift from Maungawhau.

Three years ago, cuttings of Ota were taken from the mountain and placed into the care of Pourewa Nursery, which acted as a kaitiaki for the plant. On 20 May, these cuttings were replanted at Maungawhau Station in a ceremony which represented the renewal of life and the continual relationship between the people of Auckland and the natural environment or whenua. The Ota will grow to act as a korowai for the station.

Urban realm planting in Mount Eden

Ota, a climbing plant sourced from Maungawhau, being attached to a tree on Fenton Street

Urban Realm Reinstatement

Te Whakatū Anō i Ngā Takiwā Tāone

The City Rail Link was designed as an underground metro rail link to minimise the disruption to above-ground public spaces. However, the Project has still required construction across the surface of the city. CRL Ltd has endeavoured to turn this disruption into a source of new benefits for Auckland by upgrading many of the streetscapes and urban elements that fall in the Project’s footprint. As construction winds down and the Project approaches its final stages, the Company has started handing back urban spaces to the public with new and improved features to enhance life in the inner city. The return of urban spaces will accelerate in FY25.

Significant streetscape works have been completed as part of the NAL urban realm redevelopment. Native shrubs and trees were planted, unsafe level crossings were replaced, new roads were built, a combined pedestrian and vehicle bridge was put in place, and more pedestrian and cycling bridges were created over the rail corridor in areas such as Boston Road, Normanby Road, Fenton Street, Porters Avenue, and Haultain Street.

For several years, parts of Victoria Street and Albert Street were closed off so the Link Alliance could divert utilities and enable station works, excavate dirt, and build entrances to the station. In August 2023, the first block of upgraded footpath between Albert and Federal Streets was returned to public use.

As station construction works were completed and energisation was achieved, the Victoria and Albert Street intersection was eventually opened to

Fenton Street pedestrian bridge

city-goers once more. These areas were upgraded with additional features like widened footpaths with basalt paver finishes, LED streetlights, traffic lights, regulatory signs, and line marking. Bus stops were fitted with Kassel kerbs to assist the safe manoeuvering of buses into and out of stops. A section of Victoria Street was lined with heritage bluestone. Tree pits and planters have been installed to support greenery in these areas, and trees and shrubs have been planted.

CRL Ltd has also collaborated with other parties such as Auckland Council, Watercare, and Vector Ltd to minimise disruptions, allow seamless installation and upgrades of utilities, designate work areas, reopen roads, and lay the final finishings to footpaths.

These urban improvements reflect CRL Ltd’s commitment to generating flow-on benefits for Aucklanders over the course of the Project.

Over the next year, the urban realm will be constructed to support future development parcels and the remaining streetscapes

surrounding Karanga-a-Hape Station, Beresford Square, Pitt Street, and Mercury Lane will be delivered to ensure that the station entrances are accessible to the rail passengers when the City Rail Link opens.

In June 2024, Auckland Council awarded a contract funded by CRL Ltd to complete the urban realm redevelopment and reinstatement of Waitematā Station Plaza. This will create an open pedestrian space immediately outside Waitematā Station within the Britomart Precinct, bookending Takutai Square and providing an enclosed smallscale area near Te Komititanga, the civic square constructed in the space before Britomart Station where Lower Queen Street once ran. This new open pedestrian space will host eight native trees in their own tree pits and will provide the public with seating opportunities in proximity to Waitematā Station as well as retail, commercial, and hospitality venues along the Waterfront and Downtown area.

Urban realm works completed at Albert Street

CRL Ltd as a Good Employer

CRL Ltd hei Kaituku Mahi Pai

CRL Ltd is made up of talented specialists who work together to ensure that the Project is delivered on time, to cost, and that all Sponsor requirements are met. The Company’s employees oversee the project and work collaboratively with the Link Alliance to ensure that the Project’s multiple construction contracts continue to be delivered on time and that targets are achieved.

The Company’s employer policies aim to fulfil equal-opportunity and diversity responsibilities and are consistent with the Te Kawa Mataaho Public Service Commission’s Government Workforce Policy Statement, which outlines the Government’s expectations for employment relations in the public sector.

CRL Ltd remains committed to ensuring it has a highly competent team of technical, commercial, and financial professionals. As CRL Ltd is a limited life company, there is an ongoing focus on attracting and retaining specialist employees.

CRL Ltd is committed to maintaining robust recruitment and employment practices that are free from discrimination and gender bias. All recruitment selections are made using a diverse interview panel. Consistent with CRL Ltd’s Equal Employment Opportunities Policy, the senior leadership team is focused on providing equal opportunities to all employees. At senior leadership level, our team consists of 70% males and 30% females from a broad range of age demographics.

CRL Ltd invests in professional development and encourages employees to identify learning opportunities that not only benefit the project, but also expand personal growth. Employees receive financial support towards training and development opportunities and professional memberships.

Many of CRL Ltd’s employees work across a variety of site and office locations on the Project, so it’s important that employees remain connected. CRL Ltd organises team hui and social club events to encourage team members to get to know each other, building trusting relationships on both personal and professional levels. At the monthly team hui, the Senior Leadership Team shares key updates and the Company celebrates Project milestones. Company values certificates are awarded to colleagues who have gone above and beyond their role to support the wider team.

CRL Ltd’s wellbeing programme supports the development of a healthy working environment. The Company’s wellbeing initiatives have included Round the Bays participation, skin checks, fundraiser morning teas and nutrition workshops. CRL Ltd is dedicated to implementing measures that increase team morale and employee engagement and wellbeing.

The 2024 employee survey demonstrated that employees felt the Company had a clear vision and purpose and that they knew how their roles contributed to the success of the Project. Employees also largely indicated that there was a high level of commitment to positive Health and Safety outcomes in the Project.

CRL Ltd is proud to have a close-knit team who are genuinely passionate about delivering New Zealand’s largest transport infrastructure project.

Pink Ribbon fundraising breakfast

Skin checks Winner of Pink Ribbon fundraising raffle

Dr Sean Sweeney at PAB meeting

Corporate Structure

Te Hanganga Rangatōpū

CRL Ltd is a Crown Entity created to manage the delivery of the City Rail Link transport infrastructure project.

CRL Ltd was established as an operating company on 1 July 2017 following an agreement by the Company’s Sponsors – the New Zealand Government (Crown) and Auckland Council – to jointly fund the Project and to partner with each other for its delivery. CRL Ltd reports regularly to its Sponsors, as set out in the Project Delivery Agreement (PDA).

Incorporated under the Companies Act 1993, CRL Ltd is a majority-Crown-owned entity and is listed under Schedule 4A of the Public Finance Act 1989 and Part 2 of Schedule 1 of the Ombudsman Act 1975. In addition, the Public Finance Act 1989

applies several provisions of the Crown Entities Act 2004 to CRL Ltd as if it were a Crown Entity under that Act.

CRL Ltd works with the Ministry of Transport to meet the Government’s expectations around national security risks and interests in its procurement framework and processes. CRL Ltd’s shareholders are the Crown, which acts by and through the Ministers of Finance and Transport, and Auckland Council. The Crown holds 51 per cent of voting shares. Auckland Council holds the remaining 49 per cent. Each shareholder contributes 50 per cent of the cost of the Project by way of equity contribution.

Grade separated junction at Maungawhau Station

The Company’s shareholders have appointed five non-executive directors to the Board with the approval of Cabinet and the Auckland Council Governing Body. The Board guides and monitors CRL Ltd’s activities to a high standard of corporate governance and regulatory compliance. The Board performs all accounting, reporting, risk management, and responsibilities in accordance with legislation. The directors comply with their obligations under the Companies Act 1993, the Crown Entities Act 2004, the Public Finance Act 1989, and other relevant legislation.

To aid the directors, CRL Ltd’s Board has two standing committees:

• The Audit and Risk Committee, which provides recommendations, counsel, and information on accounting, reporting, risk management, and responsibilities under legislation.

• The People and Remuneration Committee, which provides advice and recommendations on remuneration and human resources policies for CRL Ltd.

The responsibility for management, operation, and administration of CRL Ltd rests with the Company’s Chief Executive, who in turn is accountable to the Board. The Chief Executive has appointed a leadership team to direct and oversee the Project and its associated workstreams. CRL Ltd has a suite of policies that set expectations around performance and accountability.

City Rail Link Ltd Board

Te Poari o City Rail Link Ltd

John Bridgman Chair

John has over 35 years’ experience in engineering and project management roles across Australasia and Asia. Up until 2023 he was Chief Executive of Rau Paenga Ltd (formerly Ōtākaro Ltd), the Crown company responsible for delivering crown infrastructure projects across the country and including the Crown’s contribution to the rebuild of Christchurch following the 2011 earthquakes. Previously, he has held a variety of senior leadership roles at AECOM (including as Industry Director - Civil Infrastructure in Australia and as Managing Director of the New Zealand business), as well as governance roles on major infrastructure projects in New Zealand, Australia, Asia, and the United Kingdom. John is a Director of Kāinga Ora – Homes and Communities and New Zealand Transport Agency Waka Kotahi, where he chairs their Investment and Delivery Committee.

Russell Black Director

Russell has 34 years delivery experience of underground railways in Hong Kong, Singapore, London, and China. He was Project Director for the London Jubilee Line Extension; and Projects Director for the Hong Kong Airport Railway and all subsequent MTR projects in Hong Kong and China until 2010. Since Russell's return to New Zealand, he has provided strategic management advice on Australian rail projects. Russell is the Independent Chair of the Melbourne High Capacity Metro Train Project Control Group. Russell is a former EQC Commissioner, Northpower Ltd Director, Metro Trains Melbourne Pty Ltd Director, and Sydney Metro Advisory and Assurance Boards’ member. He is an International Fellow of the Royal Academy of Engineers.

Anne Urlwin Director

Anne is a professional Director and chartered accountant with wide-ranging governance experience, including in the infrastructure and construction sectors. Her current governance roles include chairmanship of Precinct Properties New Zealand Ltd and directorships of Vector Limited, Ventia Services Group Limited and Infratil Limited.

Anne is a former Director of Chorus Ltd, Summerset Group Holdings Limited, Queenstown Airport Corporation Limited, Tilt Renewables Ltd and Steel & Tube Holdings Ltd and she is a former Chair of commercial construction group Naylor Love. Anne has served on several central and local Government entity boards.

Brian Harrison Director

Brian has a legal background with extensive domestic and international experience advising corporates, financiers, multinationals and Government bodies on major projects and infrastructure in a broad range of sectors.

Malcolm Gibson Director

Malcolm is a civil engineer with many years of experience in designing and building underground urban railways in Hong Kong and Sydney. He is currently engaged on the Sydney Metro project, in addition to his role on CRL. Malcolm has experience in the systems integration aspects, including the transition from construction into operations.

City Rail Link Ltd

Senior Leadership Team

City Rail Link Ltd Ngā Kaihautū

Left to right -

Patrick Brockie

Chief Financial Officer

Sandip Ranchhod

General Manager Commercial

Kirsten Mayne

Head of People & Capability

Dr Sean Sweeney

Chief Executive Officer

Wayne Cooney

Systems Director

Victoria Thackwray

General Manager Corporate Relations & Communications

Russell McMullan

General Manager Assurance & Integration

Sumi Eratne

Programme Delivery Director

Emma Kurtovich

General Counsel and Company Secretary

Steve Brunell

Programme Performance & Controls Director

Hi-rail vehicle supporting the team as they conduct cabling works

Corporate Directory

Whaiaronga Rangatōpū

Board John Bridgman

Russell Black

Malcolm Gibson

Brian Harrison

Anne Urlwin Chair

Senior Management Sean Sweeney

Patrick Brockie

Steve Brunell

Wayne Cooney

Sumi Eratne

Emma Kurtovich

Victoria Thackwray

Kirsten Mayne

Russell McMullan

Sandip Ranchhod

Chief Executive Officer

Chief Financial Officer

Programme Performance & Controls Director

Systems Director

Programme Delivery Director

General Counsel & Company Secretary

General Manager Corporate Relations & Communications

Head of People & Capability

General Manager Assurance & Integration

General Manager Commercial

Bankers

Bank of New Zealand

Queen Street

Auckland

ANZ

Albert Street

Auckland

Auditor Audit New Zealand on behalf of the Auditor-General

Registered Office Level 2, Coffey House

25 Teed Street

Newmarket

Auckland 1023

Solicitors Chapman Tripp

Statement of Responsibility Tauākī

Kawenga

We are responsible for the preparation of City Rail Link Limited (the Company’s) financial statements and statement of performance, and for the judgements made in them.

We are responsible for any end of year performance information provided by the Company under section 19A of the Public Finance Act 1989.

We have the responsibility for establishing and maintaining a system of internal control designed to provide reasonable assurance as to the integrity and reliability of financial reporting.

In our opinion, these financial statements and statement of performance fairly reflect the financial position and operations of the Company for the year ended 30 June 2024.

Signed on behalf of the Board

John Bridgman Chair

30 August 2024

Anne Urlwin Director

30 August 2024

Statement of Financial Performance

for the year ended 30 June 2024

This statement is to be read in conjunction with the notes to the financial statements. Refer to note 16 for comparatives to budget.

Statement of Financial Position

as at 30 June 2024

This statement is to be read in conjunction with the notes to the financial statements. Refer to note 16 for comparatives to budget.

Statement of Changes in Equity

for the year ended 30 June 2024

Note

This statement is to be read in conjunction with the notes to the financial statements.

Statement of Cash Flows

for the year ended 30 June 2024

Cash flows from operating activities

This statement is to be read in conjunction with the notes to the financial statements. Refer to note 16 for comparatives to budget.

Notes to the Financial Statements

Ngā Tuhipoka ki Ngā Tauākī Pūtea

1. Statement of accounting policies

1.1 Reporting entity

City Rail Link Limited (the ‘Company’ or 'CRL Ltd') is a Crown Entity, registered under schedule 4A of the Public Finance Act and is domiciled in New Zealand.

The Company was incorporated on 13 April 2017. The Company is owned by the Crown (51 per cent shareholder through the Minister of Transport and Minister of Finance) and Auckland Council (49 per cent).

The Company’s purpose is to govern and manage the delivery of the City Rail Link project. CRL Ltd commenced operations with effect from 1 July 2017. CRL Ltd will exist for as long as is required for the City Rail Link project and as determined by the shareholders.

The financial statements of the Company are for the year ended 30 June 2024. These financial statements were authorised by the CRL Ltd Board on the date specified on Page 83.

1.2 Basis of preparation

The financial statements have been prepared on a going concern basis and the accounting policies have been applied consistently throughout the year. The financial statements of the Company have been prepared in accordance with the requirements of the Crown Entities Act 2004, which includes the requirement to comply with generally accepted accounting practice in New Zealand (NZ GAAP) and the Companies Act 1993.

The Company is a Public Benefit Entity (PBE) for financial reporting purposes and reports under Tier 1 PBE standards.

The financial statements are presented in New Zealand Dollars ($000), which is the Company’s functional currency, and have been prepared on an accrual and historical cost basis.

1.3 New and amended standards and interpretations

2022 Omnibus Amendments to PBE Standards

The 2022 Omnibus Amendments include general updates and amendments to several Tier 1 and Tier 2 PBE accounting standards. The revised PBE standards are effective for the year end 30 June 2024. The Company has adopted the revised PBE standards, and the adoption did not result in any significant impact on the Company’s financial statements.

Amendments to PBE IPSAS 1 Disclosure of Fees for Audit Firms’ Services

An amendment to PBE IPSAS 1 requires entities to describe their services provided by the audit or review firm and to disclose the fees incurred by the entities for those services using prescribed categories. This amendment is effective for the year ending 30 June 2025, with early adoption permitted. CRL Ltd have adopted this amendment early and this is has resulted in additional disclosures per Note 13.

Standards issued and not yet effective PBE IFRS 17 Insurance Contracts

PBE IFRS 17 Insurance Contracts in the Public Sector was issued in June 2023. This standard establishes principles for the recognition, measurement, presentation, and disclosure of insurance contracts. It is effective for reporting periods beginning on or after 1 January 2026 with early adoption permitted. We have yet to assess the impact of this standard and are not seeking to early adopt this standard.

1.4 Cash and cash equivalents

Cash comprises cash at bank and short-term deposits with a maturity of three months or less.

1.5 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Acting on behalf of Link Alliance Other Alliance Participants (OAPs) (for the C3/5/7 works per the Project Alliance Agreement and the Project Alliance Agreement Variation), CRL Ltd has entered into foreign exchange forward contracts to hedge payment obligations for the import of key plant and services (foreign currency exposures are predominately in EUR and AUD). CRL Ltd is not taking direct foreign exchange exposure but is acting as an intermediary between Link Alliance and the bank or the Treasury's Debt Management Office in order to facilitate hedging of these exposures. CRL Ltd recognises the foreign exchange forward transactions at fair value on the day they are entered into with the bank with an equivalent contra transaction recognised with Link Alliance at the same time. CRL Ltd is invoiced by Link Alliance in foreign currency for all settlements in order to fully clear the foreign currency on settlement. Link

Alliance is CRL Ltd’s counterparty in these transactions and remains CRL Ltd’s counterparty for the C3/5/7 works. Overseas payment obligations incurred by Link Alliance for the C3/5/7 works are required to be fully settled by CRL Ltd and hence there is no additional credit exposure for CRL Ltd. CRL Ltd does not enter into derivatives for trading or speculative purposes. The derivatives are presented as current assets and liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period.

Financial assets

Financial assets were initially recognised at fair value.

Trade and other receivables are usually received within 30 days of recognition. CRL Ltd actively manages unpaid debtors beyond 30 days. After initial measurement, such financial assets are subsequently measured at amount due less an allowance for credit losses.

Derivative financial instrument assets are initially recognised at fair value on the day they are entered into. Subsequent to initial recognition, derivatives are remeasured to fair value with the resulting gain or loss recognised in surplus or deficit.

Financial liabilities

Financial liabilities are classified as payables. The Company's financial liabilities include trade and other payables.

Trade and other payables are unsecured and are usually paid within 30 days of recognition. Due to their shortterm nature they are not discounted. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

Derivative financial instrument liabilities are initially recognised at fair value and remeasured to fair value at each reporting date with the resulting gain or loss recognised in surplus or deficit. CRL Ltd's derivative financial instrument assets are equivalent (equal and opposite) to CRL Ltd's derivative financial instrument liabilities.

1.6 Capital work in progress (WIP)

CRL Ltd capitalises those costs directly attributable to the construction of the project. These are captured under Capital Work in Progress in Note 4.

CRL Ltd also capitalises a portion of corporate costs that are deemed to be required to support the construction of the actual physical works. This allocation of cost is reviewed regularly to ensure the method adopted remains appropriate for the stage of the project. When separable assets within the project are completed there

is an agreed handover procedure to the new recipient of the asset. The asset is then removed from CRL Ltd's WIP and vested to the new owner.

1.7 Assets held for transfer

An asset is classified as held for transfer if it has been handed over to the receiving party for operational use and is still awaiting formal sign-off and acceptance as per the asset transfer process with individual receiving parties. The asset is measured at the lower of its carrying amount and fair value less costs to sell. An asset is not depreciated or amortised while classified as held for transfer. The asset transfer will be completed within 12 months of being classified as 'held for transfer'.

1.8 Third party works

In the 2024 financial year, CRL Ltd funded work undertaken by KiwiRail Holdings Limited on the KiwiRail Holdings Limited network at Newmarket (C8), Strand (C9) and Britomart East (C9). This will enable the network to manage the larger volumes of rail passengers arising from the completion of the project.

The nature of the work completed (mostly in the existing rail corridor) and the ownership of the assets constructed, means that they do not form part of the CRL Ltd assets, in accordance with NZ GAAP. Costs related to third party works are expensed as incurred.

1.9 Third party funding

CRL Ltd receives additional funding from third parties (including the Sponsors and potentially related parties) for agreed specific works/scope (construction and nonconstruction) that are in addition to existing scope. The third party funding is used to reimburse CRL Ltd for the works/scope so that CRL Ltd is kept financially neutral. In facilitating these works/scope, CRL Ltd is effectively acting in an agency capacity. The Targeted Hardship Fund is treated as third party funding.

1.10 General expenses

General expenses include costs such as operating leases, property rates, directors fees, telecommunications and other office operating costs.

1.11 Property, plant and equipment

Property, plant and equipment consist of land, buildings, subterranean land, furniture and fittings and office equipment (includes computer hardware).

Recognition and measurement

Property, plant and equipment is measured initially at cost. Cost includes expenditure that is directly attributable to the acquisition of the items. The cost of an item of property, plant and equipment is recognised only when it is probable that future economic benefit or service potential associated with the item will flow to the Company, and the item’s cost can be measured reliably. The majority of capital expenditure will remain as 'capital work in progress' for the duration of the project.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the entity. Repairs and maintenance costs are recognised as expenditure as incurred.

Depreciation

Land, buildings and subterranean land held for the development of rail tunnels and stations are not depreciated. All other assets are depreciated on a straight-line basis over the useful life of the asset. Depreciation is charged at rates calculated to allocate the cost or valuation of the asset less any estimated residual value over its remaining useful life.

The estimated useful lives of buildings, property, plant and equipment are as follows:

Subterranean land Not depreciated

Land and buildings Not depreciated

Temporary buildings 4 years

Furniture and fittings

Office equipment

5 years

5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end.

Derecognition

An item of property, plant and equipment is derecognised upon disposal, demolition or when no further future economic benefits or service potential are expected from its use or disposal.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in surplus or deficit.

Impairment of non-cash generating assets

For non-financial, non-cash-generating assets, CRL Ltd assesses at each reporting date whether there is an indication that a non-cash-generating asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, CRL Ltd estimates the asset’s recoverable service amount. An asset’s recoverable service amount is the higher of the non-cash-generating asset’s fair value less costs to sell and its value in use.

Where the carrying amount of an asset exceeds its recoverable service amount, the asset is considered impaired and is written down to its recoverable service amount.

In assessing value in use, CRL Ltd has adopted the depreciation replacement cost approach. Under this approach, the present value of the remaining service potential of an asset is determined as the depreciated replacement cost of the asset. The depreciated replacement cost is measured as the reproduction or replacement cost of the asset, whichever is lower, less accumulated depreciation calculated on the basis of such cost, to reflect the already consumed or expired service potential of the asset.

In determining fair value less costs to sell, the price of the asset in a binding agreement in an arm's length transaction, adjusted for incremental costs that would be directly attributed to the disposal of the asset, is used. If there is no binding agreement, but the asset is traded on an active market, fair value less cost to sell is the asset's market price less cost of disposal. If there is no binding sale agreement or active market for an asset, CRL Ltd determines fair value less cost to sell based on the best available information.

Impairment losses are recognised immediately in surplus or deficit.

For each asset, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, CRL Ltd estimates the asset's recoverable service amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable service amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable service amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such a reversal is recognised in surplus or deficit.

1.12 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost.

Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. The Company has no internally generated intangible assets.

The useful lives of intangible assets are assessed as finite. Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired.

The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits or service potential embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

The amortisation expense on intangible assets with finite lives is recognised in surplus or deficit. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in surplus or deficit when the asset is derecognised.

Software

The Company holds several computer software packages for internal use, including purchased software. Purchased software is recognised and measured at the cost incurred to acquire the software.

A summary of the policies applied to the Company’s intangible assets is as follows:

Intangible asset Useful life Amortisation method

Software 5 years Straight-line basis

1.13 Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date. The substance of the arrangement depends on whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement.

Company as a lessee

Operating leases are leases that do not transfer substantially all the risks and benefits incidental to ownership of the leased items to the Company. Operating lease payments are recognised as an operating expense in surplus or deficit on a straight-line basis over the lease term.

Company as a lessor

Rent received from an operating lease is recognised as income on a straight-line basis over the lease term. Contingent rents are recognised as revenue in the periods in which they are earned.

1.14 Employee benefits

Liabilities for wages and salaries (including non-monetary benefits) and annual leave are recognised in surplus or deficit during the periods in which the employees rendered the related services, and are generally expected to be settled within 12 months of the reporting date. The liabilities for these short-term benefits are measured at the amounts expected to be paid when the liabilities are settled. Expenses for sick leave are recognised when the leave is taken and are measured at the rates paid.

1.15 Equity

Equity is made up of accumulated comprehensive revenue and expense, and contributed capital.

Accumulated comprehensive revenue and expense is the Company’s accumulated surplus or deficit since the formation of the Company.

Contributed capital represents the transfer of project costs based on a Settlement Agreement between the Crown and Auckland Council as well as shares issued to the shareholders, the Crown and the Auckland Council for funding of the project. 1,000 Ordinary shares were issued for the contributed capital with B Class shares being issued for funding. Each funding share represents one New Zealand dollar on date of issuance.

The value of each Ordinary and B Class share will fluctuate subject to the deficit for the year including vested asset expense (as assets are distributed to the Shareholders).

1.16 Revenue

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Company and revenue can be reliably measured. Revenue is measured at the fair value of the consideration received. The following specific recognition criteria must be met before revenue is recognised.

Rental revenue

Rental revenue arising from operating leases on acquired properties (required for the project works) is accounted for on a straight-line basis over the lease term and is included in revenue in the statement of financial performance due to its operating nature.

Outstanding customer receivables are monitored monthly and balances >30 days are followed up for recovery. As at 30 June 2024, there were no property debtors with outstanding balances >30 days (2023: Nil). No provision for credit losses or allowances have been accounted for as a result.

Interest revenue

Interest is received on the cash held at bank and shortterm deposits maturing within less than three months. Interest income is included in revenue in the statement of financial performance.

1.17 Tax

CRL Ltd is a Public Entity in accordance with the Income Tax Act 2007 and consequently is exempt from the payment of income tax.

Accordingly, no provision has been made for income tax. Items in the financial statements are presented exclusive of GST, except for receivables and payables which are presented on a GST inclusive basis.

Where GST is not recoverable as input tax, it is recognised as part of the related asset or expense. The net amount of GST recoverable from the IRD is included as part of receivables in the statement of financial position.

The net GST paid to, or received from, the IRD, including the GST relating to investing and financing activities, is classified as a net operating cash flow in the statement of cash flows.

Commitments and contingencies are disclosed exclusive of GST.

1.18 Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements requires judgements, estimates and assumptions to be made that affect the reported amounts of revenue, expenses, assets and liabilities, the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affected in future periods.

i. Judgements

In the process of applying the Company’s accounting policies, the following judgements have been made, which have the most significant effect on the amounts recognised in the financial statements. Covid-19

As discussed in Note 1.19, Covid-19 claims from Link Alliance in FY23 were assessed by an independent estimator. There were a large number of different types of costs requiring significant judgement to determine the accounting treatment. Per this judgement and in reference to the accounting standards, CRL Ltd considers it reasonable that the costs of the Covid-19 claims related to periods where construction progressed (i.e. other than lockdown costs related to periods under Alert Level 4) are directly attributable to the construction of the CRL assets and therefore should be capitalised to Capital work in progress. Costs related to lockdown periods under Alert Level 4 are judged not to be directly attributable to construction of the CRL asset and have been expensed.

Operating lease commitments – Company as lessor The Company has entered into commercial and rental property leases on its property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as a lease term not constituting a substantial portion of the economic life of a property, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

The bulk of these properties have been demolished in preparation for the new stations being constructed on these sites.

ii. Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company.

Such changes are reflected in the assumptions when they occur.

iii. Useful lives and residual values

The useful lives and residual values of assets are assessed using the following indicators to inform potential future use and value from disposal:

• The condition of the asset based on the assessment of experts employed by the Company

• The nature of the asset and its susceptibility and adaptability to changes in technology and processes

• Changes in the market in relation to the asset

• The estimated useful lives of the asset classes held by the Company are listed in notes 1.11 and 1.12.

1.19 Covid-19 disclosures

In the year ended 30 June 2024 there were no Covid-19 claims received or paid. In FY23, CRL Ltd agreed and settled Covid-19 claims with Link Alliance. There were no other Covid-19 claims received in FY23.

1.20 Targeted Hardship Fund

In September 2021, project Sponsors, Auckland Council and the NZ Government announced the creation of a $12 million ex gratia Targeted Hardship Fund (THF) to support small businesses experiencing genuine financial hardship from major and sustained CRL construction disruption surrounding the Te Waihorotiu Station, Karanga-a-Hape Station, and Maungawhau Station sites (within the C3 Affected Area).

The THF is governed by high-level guidelines, which are set by the Sponsors and establish fixed considerations with regards to the dates for eligibility and what the THF is to cover. In the year ended 30 June 2024, payments made under the THF totalled $2.2m (2023: $3.2m) excluding administration and management fees of $0.2m (2023: $0.3m). Funding received by CRL Ltd from the THF is on an "actual costs incurred" basis.

1.21 Asset transfers

As CRL Ltd completes certain contracts or separable portions, it may transfer these assets from CRL to the Sponsors or their nominees as those assets are commissioned for use. However, the ownership of the majority of CRL Ltd's key assets will stay with CRL Ltd until the completion of the project. Therefore, they will remain as CRL Ltd's capital work in progress until that time. Per PBE IPSAS 37 Joint Arrangements, CRL Ltd continues to be classified as a joint venture (as opposed to joint operation) by the Sponsors as the ultimate ownership of the CRL assets is yet to be determined. Any separable assets transferred prior to project completion will transfer without compensation and hence will be treated as a vested asset in the period in which the asset transfer occurs. CRL Ltd will recognise a vested asset expense on transfer of the asset.

There are no items of property, plant and equipment where title has been restricted or that have been used for security against liabilities.

3. Intangibles

Net book value at 30 June - -

There are no intangible assets where title is restricted or pledged as security for liabilities.

4. Capital work in progress

Capital work in progress is measured at cost less accumulated impairment losses.

Capital work in progress costs include payments to contractors for the actual construction works, resource consents, compliance requirements and costs incurred in the design, procurement and supervision of the works. CRL Ltd also capitalises a portion of the overhead costs that it deems is required to support the construction of the actual physical works. Examples of these overhead costs include CRL Ltd staff costs and operating costs such as rent and utilities. For 2024 the total value of overhead costs capitalised is $12.9m (2023: $12.8m).

CRL Ltd reviews its capital work in progress bi-annually to identify any impairment of the carrying value of its assets.

Project Alliance Agreement Payment Structure

The Project Alliance Agreement (PAA) signed with the Link Alliance is under an alliance form of contracting. Alliancing is a co-operative form of contracting where the participants enter a relationship (alliance) which is designed to align the commercial interests of the participants. In an alliance contract both parties, the contractor and the client (owner), accept a collective responsibility for risk, performance, and outcome (painshare/gainshare). The contractor receives payment for 100% of the costs related to the direct works including project-specific overhead (referred to as “Limb 1”). Payments made to the contractor for corporate overheads and profit on the contract is referred to as "Limb 2". "Limb 3" payments relate to painshare/gainshare depending on actual cost outcomes compared to the preagreed target costs. Limb 2 is 100% at risk under the Limb 3 risk/reward mechanism.

Asset transfers and assets held for transfer

Vested assets refer to those assets transferred to the Sponsors on contract completion (see note 1.21 Asset Transfers). No assets were transferred in FY24 to Auckland Council (2023:$38.3m) or the Crown (2023:$128.6m). Assets transferred to Auckland Council include those assets whose ultimate owner is Auckland Transport, (for example station, bridge, and streetscape assets), Healthy Waters (stormwater) and Watercare (water and wastewater assets). Assets transferred to KiwiRail (largely track and overhead electrical assets) are approved and arranged by the Crown through a share subscription agreement.

There were no assets held for transfer at year end.

Third party works

Third Party Works undertaken by KiwiRail and funded during FY24 by CRL Ltd totalled $28.2m (2023:$37.3m). These works are expensed as they are completed.

5. Cash and cash equivalents

Cash comprises of cash at bank and short-term deposits with a maturity of three months or less.

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company and earn interest at the respective short-term call and deposit rates. Deposits are placed with Bank of New Zealand and/or ANZ Bank New Zealand Limited. Both banks have AA- long-term credit ratings from Standard & Poor's rating agency.

While cash and cash equivalents at 30 June 2024 are subject to the expected credit loss requirements of PBE IFRS 41, no loss allowance has been recognised because the estimated loss allowance for credit losses is trivial.

6. Trade and other receivables

Short-term receivables are recorded at the amount due, less an allowance for credit losses. CRL Ltd applies the simplified expected credit loss model of recognising lifetime expected credit losses for receivables. In measuring expected credit losses, short-term receivables have been assessed on a collective basis as they possess shared credit risk characteristics. These have been grouped based on the days past due. Short-term receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include the debtor being in liquidation.

As at 30 June, the aging analysis of trade and related party receivables was:

There have been no changes in the estimation techniques or significant assumptions used in measuring the loss allowance during the reporting period. Related party receivables relate to reimbursable expenses as agreed by contract with Auckland Council and Crown as per normal arm's length transactions.

CRL Ltd has a number of receivables from other government entities, for example GST receivables from Inland Revenue, Targeted Hardship Fund payments from CRL Ltd's Sponsors, receivables from Auckland Transport per third party funding agreements, Auckland Light Rail and payments from the Ministry of Social Development. We assess no credit risk (and therefore no credit loss allowance is made) with these counterparties and related receivables.

There are trade receivables from non-government entities and we assess these for credit risk. We consider the financial standing of that counterparty including if credit ratings and/or financial information is available and acceptable. As of 30 June 2024 there are minimal receivables from non-government companies and based on our review we have not made an allowance for credit losses.

Prepayments relate to insurance premiums paid in advance for the works undertaken by Link Alliance over the estimated life of the works and are recognised as both current and non-current assets. The insurance provides for contract works, public liability and professional indemnity insurance.

7. Accounts payable and accruals

Accounts payable and accruals represent liabilities of goods and services provided to the entity that have not been paid at the end of the financial year.

Accounts payable and accruals are classified as other liabilities and are measured at amortised cost.

Terms and conditions of the above financial liabilities:

• Trade payables are non-interest bearing and are normally settled on the 20th of the month following.

• Related party payables mainly relate to accruals for Land & Property Specialist Services from Auckland Council.

• Sundry payables and accruals are non-interest bearing and have an average term of less than three months.

Key Result Area (KRA) accrual - Link Alliance PAA

Per the PAA Second Variation Agreement signed September 2023 it was agreed that all payments for Limb 2 (corporate profit and overhead including painshare/gainshare) and Limb 3 (KRAs) were to be suspended and that timing for all future Limb 2 and Limb 3 payments would be reviewed every six months following the date of the Heads of Agreement (signed by the Other Alliance Partners and CRL Ltd) and determined by resolution of the Project Alliance Board (PAB). The KRA risk and reward framework continues to apply, the risk and reward payments under that framework will be considered as part of the total Limb 2 and Limb 3 payments when due. CRL Ltd has undertaken an assessment of the likelihood of KRA payments at year end and in the next 12 months (2024-2025). Based on this assessment, no accruals or provisions for KRAs are proposed for the year ended 30 June 2024 (2023: Nil). This position will be reviewed at each annual reporting period.

8. Employee entitlements

9. Commitments and contingencies

Operating lease commitments - Company as a lessee

The Company has entered into commercial leases. These leases have a life of less than two years. There are no restrictions placed upon the Company by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases as at 30 June are, as follows:

Operating lease commitments - Company as a lessor

The Company has entered into commercial and rental property leases on its property portfolio consisting of the Company's buildings.

These non-cancellable leases have remaining terms of less than one year. Each lease includes a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions.

Future minimum rentals receivable under non-cancellable operating leases as at 30 June are as follows:

Capital commitments

At 30 June 2024, the Company had capital commitments of $599.9m (2023: $675.8m) relating to the project's capital work in progress.

Contingencies

As at 30 June 2024, CRL Ltd is a party to various claims and sundry disputes. Where it has been assessed that the likelihood of having to make a payment meets the recognition criteria for a provision, this has been included in the financial statements.

CRL Ltd continues to assess, including with reference to the factors set out in the High Court judgment(s) (Samson and YMCA), the compensation payable to those landowners who have yet to settle their claims in respect of land acquisition, and CRL Ltd is actively engaged with landowners to resolve outstanding claims. However, given that each property must be considered on its own merits with reference to the specific factors affecting that property, it is not possible to reliably estimate the obligations of CRL Ltd or accurately predict whether any compensation offer will be acceptable to the landowner – each property owner being entitled to have compensation determined by the Land Valuation Tribunal.

Legal Claims

As of 30 June 2024, there is one claim before the Land Valuation Tribunal or Court where CRL Ltd is involved either directly or indirectly as a party, specifically:

• ENV-2023-AKL-000022 Samson Corporation Limited v Auckland Council. A claim under sections 60 and 62 of the Public Works Act 1981 for subterranean land acquired for the CRL tunnel construction, an associated restrictive covenant, and for injurious affection.

Key Result Area (KRA) - Link Alliance PAA

A new payment mechanism has been agreed for future Limb 2 (corporate profit and overhead including painshare/ gainshare) and Limb 3 (Key Result Area (KRA)) payments. The Project Alliance Board (PAB) has agreed that no further payments for Limb 2 and Limb 3 are to be made at this time. We note that Limb 2 and Limb 3 payments continued to be made until 20 April 2023 hence this new mechanism relates to payments from that date. Whilst the KRA risk and reward framework continues to apply, the risk and reward payments under that framework will be considered as part of the total Limb 2 and Limb 3 payments due at Practical Completion.

10. Financial assets and liabilities and financial risk management

The table below summarises the maturity profile of the Company's financial liabilities which show the timing of the cash outflows and the maturity profiles of financial assets held by the Company which are readily saleable or expected to generate cash inflows to meet the cash outflows of the financial liabilities. The amounts disclosed are undiscounted contractual cashflow.

The Company’s risk management policies identify and analyse the risks faced by the Company and set appropriate risk levels and controls to monitor those risks.

i. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. With procurement largely complete, CRL Ltd has a relatively small exposure to currency risk as of 30 June 2024 and no interest rate exposure, as CRL Ltd is not permitted to borrow.

ii. Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party, by failing to discharge an obligation.

The Company is mainly exposed to credit risk from its financial assets, and the maximum exposure to credit risk at balance date is represented by the total amount of financial assets in the statement of financial position:

• Cash and cash equivalents

• Trade receivables (also see Note 6)

The Company manages credit risk by analysing the credit worthiness of its customers, including external ratings if available. Deposits are placed with Bank of New Zealand and/or ANZ Bank New Zealand Limited, both with longterm AA- credit ratings by Standard & Poor's rating agency.

iii. Liquidity risk

Liquidity risk is the risk that the Company will have difficulty meeting the obligations associated with its financial liabilities. CRL Ltd’s approach to managing liquidity is to ensure that it has sufficient liquidity to meet its liabilities when they are due. Funding from the CRL Ltd Sponsors will be made available upon request up to the Total Funding of $5.493bn (excluding property value capture proceeds of $151m), per the Variation to the Amended and Restated Project Delivery Agreement executed August 2023, in a prescribed format from the shareholders of the Company, and therefore the Company has no significant exposure to liquidity risk. The Company does not expect liquidity risk in regard to foreign exchange transactions as these are funding obligations the Company incurs and forecasts for as part of meeting expected project costs.

Contractual maturity analysis of derivative financial liabilities

The table below analyses derivative financial instrument liabilities that are all gross settled derivatives into their relevant maturity groupings based on the remaining period at balance date to the contractual maturity date. The amounts disclosed are the undiscounted contractual cash flows.

The notional principal amounts of outstanding forward foreign exchange contracts as of 30 June 2024 was NZD 2.6m (2023: NZD8.7m). These foreign currencies include Euro (EUR) and in FY23 also Australian dollars (AUD). The foreign currency principal amounts outstanding at 30 June 2024 were EUR 1.5m (2023: EUR 4.5m) and AUD nil (2023: AUD 0.6m). The fair values of forward foreign exchange contracts have been derived from a mark-to-market valuation provided by Bank of New Zealand of all outstanding transactions as of 30 June 2024. These foreign exchange derivatives have been determined to be within Level 2 of the fair value hierarchy as all significant inputs required to ascertain their fair value are observable.

iv. Counterparty risk

Counterparty risk is the likelihood or probability that one of those involved in a transaction might default on its contractual obligations. CRL Ltd has a number of key contractual counterparties. CRL Ltd receives financial information from and regularly monitors the financial creditworthiness of these counterparties to ensure there is no risk of disruption to the project and that those counterparties are able to continue to satisfy their current and future commitments under their contracts with CRL Ltd. In reviewing financial creditworthiness, CRL Ltd considers financial performance (including rating agency reports where available) of both the counterparty and, as applicable, their parent.

11. Sensitivity analysis

CRL Ltd does not have a net exposure to a change in any of these currencies (EUR and AUD), at 30 June 2024 (2023: Nil). If the NZD had weakened/strengthened against any of these currencies, with all variables held constant, there would be no impact on CRL Ltd’s deficit or surplus for the year.

12. Related parties

i. Key management personnel

Key management personnel represents the senior management team (including Chief Executive) and Directors.

Key management personnel did not receive any remuneration or compensation other than in their capacity as key management personnel. If the number of personnel were reported as Full Time Equivalent (FTE) the number of senior managers would have been 10.3 FTE (2023: 9.7 FTE), and directors 5.0 FTE (2023: 5.3 FTE). The Company did not provide compensation to close family members of key management personnel during the year. The company did not provide loans to key management personnel or their close family members. No Directors received compensation or other benefits in relation to cessation (2023:Nil).

ii. Employment expenses

CRL Ltd capitalises a portion (77 per cent as of 30 June 2024 and 76 per cent in 2023) of employment expenses and hence the employment expenses shown above are net of capitalisation.

Severance payments

No termination benefits relating to severance amounts were paid to employees in 2024 (2023: Nil) as a result of reorganisation of the Company. A termination payment of $25,000 was paid by CRL Ltd in 2024 (2023: $13,500).

Redundancy payments

No termination benefits relating to redundancy amounts were paid in 2024 (2023: Nil) as a result of the reorganisation of the Company. The total redundancy amounts paid by CRL Ltd to employees was nil in 2024 (2023: Nil).

iii. Related party transactions and balances

Related party transactions other than remuneration of key management personnel

All related party transactions that the Company entered into during the year occurred within normal client/ supplier relationship and under terms equivalent to those that prevail in arm’s length transactions in similar circumstances.

CRL Ltd funded work by KiwiRail Holdings Limited in relation to C8 Newmarket and C9 Britomart East with a total cost of $28.2m (2023: $37.3m). There were no asset transfers by CRL Ltd to the Crown (or to KiwiRail Holdings Limited) in FY24 (2023: $128.6m).

CRL Ltd received Targeted Hardship Funds of $1.21m (2023: $1.73m) from Auckland Council. There were no asset transfers by CRL Ltd to Auckland Council (or to Auckland Transport) in FY24 (2023: $38.3m).

CRL Ltd received Targeted Hardship Funds of $1.21m (2023: $1.73m) from the Ministry of Transport.

13. Auditors Remuneration

The auditors remuneration includes work performed in respect of:

• the year end audit, including both work on the audit of CRL Ltd's financial statements and performance information for the year end 30 June 2024 and work on the group consolidation returns to the CRL Sponsors;

• review of CRL Ltd's interim financial statements; and

• interim group consolidation returns to one of the Company's Sponsors (Auckland Council).

This work is performed by Audit New Zealand on behalf of the Controller and Auditor-General. There were no significant disbursements paid.

14. Capital management

CRL Ltd's capital is its equity, which comprises capital and accumulated surplus/(deficit). Equity is represented by net assets. CRL Ltd is subject to the financial management and accountability provisions of the Crown Entities Act 2004, which impose restrictions in relation to borrowings, acquisition of securities, issuing guarantees and indemnities, and the use of derivatives.

CRL Ltd manages its equity by prudently managing revenues, expenses, assets, liabilities and general financial dealings to ensure the company effectively achieves its objectives and purpose.

15. Subsequent events

CRL Ltd and KiwiRail Holdings Limited signed a Letter of Intent on 9 July 2024 for C8 Henderson, to fund detailed design work, long lead item procurement and select early works. Total funding available under the Letter of Intent is $15.6m. C8 Henderson involves construction of a third platform including necessary trackwork and rail systems with realignment modifications to allow a turnback operation. On 11 July 2024, CRL Ltd signed a funding agreement with Auckland Council for Waitematā Station Plaza Urban Realm works. CRL Ltd's share of the costs for these works is estimated at $5.6m.

16. Explanation of major variances against budget

Major variations from the Company’s budget figures are explained below: Statement of Financial Performance and Statement of Other Comprehensive Revenue and Expense

The Company’s net deficit was $136.5m lower than budgeted (2023: $130.8m higher than budgeted). The lower deficit is primarily due to asset transfers of $131m budgeted for in FY24 being delayed. These transfers are now expected to occur in FY25. Asset transfers are complex and require detailed project documentation to be completed to an acceptable level.

Statement of Financial Position

The variances in capital work in progress ($57.3m) and contributed equity reflect slightly lower spend across the project in FY24. Bearing in mind the difficulty in forecasting annual construction project spend, this variance is considered to be in an acceptable range. This lower spend contributed to a slightly higher cash balance than was budgeted.

Statement of Cash Flows

Cash

from financing activities

Similar to comments in the Statement of Financial Position there was a modest reduction in project spend - reduction of $8.4m in acquisition of capital work in progress versus budget. This reduction in spend and a higher opening cash balance were the primary causes of lower contributed capital of $41.0m versus budget.

17. Equity

Equity is measured as the difference between total assets and total liabilities. Equity is classified into the following components:

• Contributed capital (Ordinary shares)

• Surplus/(deficit)

• Funding received for B Class shares

Shares

Ordinary shares:

The initial shareholding for the creation of CRL Ltd comprised 1,000 Ordinary shares. Ordinary shares related to the initial set up of the company have voting rights attached but no par value. There have been no movements in Ordinary shares. The shareholding was split as per the table below.

B Class shares:

Shareholders receive one share for every dollar of funding contributed. Funding is applied for on a quarterly basis supported by future forecast cash requirements.

All B Class shares are authorised, issued and fully paid. They have no voting rights attached.

B

3,823,280

Governance and Remuneration Disclosures

Mana

Whakahaere me Ngā Whakapuakanga Utu

1. Directors’ interests

Directors made the following entries in the Directors’ Interests Register pursuant to section 140 of the Companies Act 1993 during the year ended 30 June 2024.

Director

Board/Committee Memberships

John Bridgman (Chair) No change

Russell Black No change

Malcolm Gibson No change

Brian Harrison

Anne Urlwin

Resigned as a director of Stonebridge Management Limited; Appointed as a director of Mahi Tahi Towers Limited, Aotearoa Towers Limited, Aotearoa Towers GP Limited.

Appointed Chair of Precinct Properties New Zealand Limited; Ceased directorship and shareholding in Maigold Holdings Limited.

2. Directors’ remuneration

(included in General expenses in the Statement of Financial Performance)

3. Directors’ meeting attendance

During the year, eight Board, four Audit & Risk Committee and one People & Remuneration Committee meetings were held (excluding any special Board meetings). Attendance by each Director was as follows:

4. Indemnities and insurance

In accordance with section 162 of the Companies Act 1993 and CRL Ltd’s Constitution, CRL Ltd has provided a deed of indemnity to Directors for certain activities undertaken in the performance of CRL Ltd's functions. CRL Ltd has taken out Directors' and Officers' Liability and Professional Indemnity insurance cover during the financial year in respect of the liability or cost of Directors and employees.

5. Information used by Directors

There were no notices from Directors requesting to disclose or use Company information received in their capacity as Directors that would not otherwise have been available to them.

6. Employee remuneration bands

The number of employees or former employees who received remuneration and other benefits exceeding $100,000 during the year to 30 June 2024 are specified in the following table. Remuneration includes salary, any performance incentive payments, redundancy payments, employer contributions to KiwiSaver and other sundry benefits received in their capacity as employees or former employees of the Company.

The Chief Executive remuneration consists of Fixed Remuneration and other benefits. If the number of personnel were reported as FTE the number of Senior Managers would have been 10.3 FTE (2023: 9.7 FTE).

8. Other disclosure – Donation

No donation was made by CRL Ltd during the year ended 30 June 2024 (2023: Nil).

Independent Auditor’s Report

Te Pūrongo a te Kaiōtita Motuhake

Independent Auditor’s Report

To the readers of City Rail Link Limited’s financial statements and performance information for the year ended 30 June 2024

The Auditor-General is the auditor of City Rail Link Limited (the company). The Auditor-General has appointed me, JR Smaill, using the staff and resources of Audit New Zealand, to carry out the audit of the financial statements and the performance information, including the performance information for appropriations, of the company on his behalf.

Opinion

We have audited:

• the financial statements of the company on pages 84 to 108, that comprise the statement of financial position as at 30 June 2024, the statement of financial performance, statement of changes in equity and statement of cash flows for the year ended on that date and the notes to the financial statements including a summary of significant accounting policies and other explanatory information; and

• the performance information which reports against the company’s statement of performance expectations and appropriations for the year ended 30 June 2024 on pages 6 to 7, pages 16 to 17, pages 32 to 45 and pages 47 to 51.

In our opinion:

• the financial statements of the company:

• present fairly, in all material respects:

• its financial position as at 30 June 2024; and

• its financial performance and cash flows for the year then ended; and

• comply with generally accepted accounting practice in New Zealand in accordance with Public Benefit Entity Reporting Standards; and

• the company’s performance information for the year ended 30 June 2024:

• presents fairly, in all material respects, for each class of reportable outputs:

• its standards of delivery performance achieved as compared with forecasts included in the statement of performance expectations for the financial year; and

• its actual revenue and output expenses as compared with the forecasts included in the statement of performance expectations for the financial year;

• presents fairly, in all material respects, for the appropriations:

• what has been achieved with the appropriations; and

• the actual expenses or capital expenditure incurred as compared with the expenses or capital expenditure appropriated or forecast to be incurred; and

• complies with generally accepted accounting practice in New Zealand.

Our audit was completed on 30 August 2024. This is the date at which our opinion is expressed. The basis for our opinion is explained below, and we draw attention to the inherent uncertainties in the measurement of greenhouse gas emissions. In addition, we outline the responsibilities of the Board and our responsibilities relating to the financial statements and the performance information, we comment on other information, and we explain our independence.

Emphasis of matter - inherent uncertainties in the measurement of greenhouse gas emissions

The company has chosen to include measures related to the project’s greenhouse gas (GHG) emissions in its performance information. Without modifying our opinion, and considering the public interest in climate change related information, we draw attention to the Carbon Measurement Methodology disclosure on page 43, which outlines the inherent uncertainty in the reported GHG emissions. Quantifying GHG emissions is subject to inherent uncertainty because the scientific knowledge and methodologies to determine the emissions factors and processes to calculate or estimate quantities of GHG sources are still evolving, as are GHG reporting and assurance standards.

Basis for our opinion

We carried out our audit in accordance with the Auditor-General’s Auditing Standards, which incorporate the Professional and Ethical Standards and the International Standards on Auditing (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the Responsibilities of the auditor section of our report.

We have fulfilled our responsibilities in accordance with the Auditor-General’s Auditing Standards.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of the Board for the financial statements and the performance information

The Board is responsible on behalf of the company for preparing financial statements and performance information that are fairly presented and comply with generally accepted accounting practice in New Zealand. The Board is responsible for such internal control as it determines is necessary to enable it to prepare financial statements and performance information that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements and the performance information, the Board is responsible on behalf of the company for assessing the company’s ability to continue as a going concern. The Board is also responsible for disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless there is an intention to merge or to terminate the activities of the company, or there is no realistic alternative but to do so.

The Board’s responsibilities arise from the Crown Entities Act 2004 and the Public Finance Act 1989.

Responsibilities of the auditor for the audit of the financial statements and the performance information

Our objectives are to obtain reasonable assurance about whether the financial statements and the performance information, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit carried out in accordance with the Auditor-General’s Auditing Standards will always detect a material misstatement when it exists. Misstatements are differences or omissions of amounts or disclosures, and can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions of

readers, taken on the basis of these financial statements and the performance information.

For the budget information reported in the financial statements and the performance information, our procedures were limited to checking that the information agreed to the company’s statement of performance expectations.

We did not evaluate the security and controls over the electronic publication of the financial statements and the performance information.

As part of an audit in accordance with the Auditor-General’s Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. Also:

• We identify and assess the risks of material misstatement of the financial statements and the performance information, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

• We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board.

• We evaluate the appropriateness of the performance information which reports against the company’s statement of performance expectations and appropriations.

• We conclude on the appropriateness of the use of the going concern basis of accounting by the Board and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements and the performance information or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• We evaluate the overall presentation, structure and content of the financial statements and the performance information, including the disclosures, and whether the financial statements and the performance information represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Our responsibilities arise from the Public Audit Act 2001.

Other information

The Board is responsible for the other information. The other information comprises the information included on pages 1 to 5, pages 8 to 15, pages 18 to 31, page 46, pages 52 to 83, pages 109 to 112 and pages 118 to 120, but does not include the financial statements and the performance information, and our auditor’s report thereon.

Our opinion on the financial statements and the performance information does not cover the other information and we do not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements and the performance information, our responsibility is to read the other information. In doing so, we consider whether the other information is materially inconsistent with the financial statements and the performance information or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on our work, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Independence

We are independent of the company in accordance with the independence requirements of the Auditor-General’s Auditing Standards, which incorporate the independence requirements of Professional and Ethical Standard 1: International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board.

Other than in our capacity as auditor, we have no relationship with, or interests, in the company.

JR Smaill Audit New Zealand

On behalf of the Auditor-General Auckland, New Zealand

Te Waihorotiu Station façade

Cable pulling within the City Rail Link tunnels