CRL Annual Report 2022-23

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City Rail Link Limited

Annual Report 2023

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:

Aotearoa – New Zealand

Atua – ancestors, a god, supernatural being, deity

Hapai te mahi – support the work

Kai – food

Kaitiaki – guardian

Karakia – words or incantations chanted to invoke spiritual guidance and protection

Kōrero – speech

Mahi – work

Mahi rauora aratohu – guidance for our work on the health of all things

Mahia te mahi – do the work

Māori mātauranga – Māori knowledge, wisdom, understanding and/or skill

Mokopuna – grandchildren

Ngahere – forest

Papatūānuku – the earth mother

Pepeha – a way of introducing yourself in te reo Māori

Rangatahi – youth

Tapu – a state that is sacred, prohibited, restricted, under atua protection

Tāmaki Makaurau – Auckland

Te ao Māori – the Māori world view

Te reo Māori – the Māori language

Te Tiriti o Waitangi – the Treaty of Waitangi

Tikanga – Māori practices and ways of doing things

Tūpuna – ancestors

Wāhine – female

Waiata – song

Whakanoa – to remove tapu

Whakapapa – genealogy, identity and history

Whānau – all families

City Rail Link Ltd Annual Report 2023 2
Thomas Rawiri, Ngāi Tai ki Tāmaki, Mana Whenua Forum
City Rail Link Ltd Annual Report 2023 3 Contents Ngā Kaupapa Foreword 4 City Rail Link Ltd Board 8 Senior Leadership Team 10 Project Overview 13 Project Benefits 15 Statement of Performance 16 Project Delivery 28 Progress Highlights 30 Health and Safety 32 Sustainability and Social Outcomes 36 Asset Transfers 40 CRL Ltd as a Good Employer 43 Development Opportunities 45 Communications and Engagement 46 Heritage 50 CRL Mana Whenua Partnership 52 CRL Ltd and Mana Whenua Forum Partnership Case Study 56 CRL Ltd’s Corporate Structure 68 Financial Statements, Notes, Governance and Remuneration Disclosures 71 Corporate Directory 72 Statement of Responsibility 73 Financial Statements 74 Notes to the Financial Statements 78 Governance and Remuneration Disclosures 101 Independent Auditor’s Report 105

Foreword

Whakapuakitanga

There’s light at the end of the tunnel

City Rail Link Ltd (CRL Ltd) achieved a number of significant milestones in the 2022/2023 financial year with the project continuing its momentum despite challenging operating conditions.

CRL Ltd has finished the financial year with the majority (95 per cent) of civil works now complete. This includes demolition, excavation, and construction across the entire project.

More than ever, City Rail Link (CRL) is taking shape as an underground rail network. 5.3km of rail track, representing 49 per cent of the total track,

has been installed in the tunnels with completion of this work scheduled for mid-February 2024. Our focus now shifts to the project’s next phase of architectural finishings, structural fit-out of the three stations, and the installation of rail systems. The CRL project’s progress comes despite challenges caused by the global Covid-19 pandemic.

City Rail Link Ltd Annual Report 2023 4

Like most other infrastructure projects worldwide, CRL has not escaped impacts of the pandemic. However, as CRL emerges from Covid-19’s long shadow, there is now greater clarity about the impact that the last three years has had on the project’s cost and delivery.

In March this year CRL Ltd submitted a formal funding request to its Sponsors – the Crown and Auckland Council – for an additional $1.07bn to complete the project, bringing the total project cost to $5.493bn.

A revised completion date of November 2025 was included with the request. Our Sponsors approved the funding request in April 2023, and a variation to the Project Delivery Agreement was executed in August 2023.

The extra $1.07bn granted included funding for additional works on the rail network requested by the Sponsors. These works are at Waitematā (Britomart), the Strand and Henderson Stations. These network improvements will enable the operators (KiwiRail and Auckland Transport) to realise the benefits CRL will provide more quickly.

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EXECUTIVE REPORT
Workers celebrate the completion of Karanga-a-Hape Station's secondary lining, overhead track exhaust (OTE) and tunnel platforms

While Covid-19 impacted some delivery performance targets this financial year, major project milestones were still achieved. Significantly, in September 2022 we celebrated the Tunnel Boring Machine’s (TBM) final breakthrough at Te Waihorotiu Station. This marked the end of CRL’s tunnel boring phase and the completion of the 3.45km long twin tunnels.

Commuters travelling between Newmarket Station and West Auckland began travelling along a new piece of railway track on the Western Line in April 2023 as part of the North Auckland Line (NAL) works. A return to dual-line running on this section of the network in the second half of 2023 will bring time saving benefits for the many passengers who travel along this route regularly.

The completion of Mt Eden’s Porters Avenue Bridge in May 2023 signalled another major milestone with this asset officially handed over to Auckland Transport.

In August 2022, the Basque Park Pipe Diversion works to redirect and upgrade displaced pipework was also completed. This work will reduce the flood risk at Basque Park while allowing wastewater to be properly treated.

Achieving sustainability excellence to leave a positive social and cultural legacy is a core CRL value.

CRL Ltd works hard to set a higher benchmark for construction, workplace safety, environmental sustainability and to form partnerships in our community to provide opportunities for people who face workforce barriers.

Achieving our ambition, the CRL project was awarded a “Leading” Infrastructure Sustainability (IS) Design rating from the Infrastructure Sustainability Council (ISC) in May 2023.

Building people up as we build CRL has always been a priority for the project. One of CRL Ltd’s flagship social outcomes employment initiatives, the Progressive Employment Programme (PEP), continues to remove barriers preventing rangatahi from gaining employment.

Now in its fifth year, 33 rangatahi have graduated from the PEP's 16-week training course since it began in 2019, with 23 (69 per cent) of all PEP graduates now in employment and at least 12 employed for more than 12 months.

Aspiring to health and safety excellence is also a priority for the project and CRL Ltd welcomes the commitment of its construction partners to the shared health and safety goals for CRL’s workforce.

In March 2023, we were delighted to learn that the New Zealand Geographic Board, Ngā Pou Taunaha o Aotearoa, formally adopted te reo Māori names of our CRL stations. The names – Maungawhau Station, Karanga-a-Hape Station, Te Waihorotiu Station and Waitematā Station – were gifted by our Mana Whenua Forum and reflect the rich culture and history of the stations’ geographic locations. The CRL project values the support of Aucklanders and does not take the city’s goodwill for granted. An infrastructure project of this size and scale has never been undertaken before in the middle of a busy New Zealand city and we are committed to being the best neighbour possible.

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Our Small Business Support Programme (SBSP) helps businesses disrupted by construction near Te Waihorotiu and Karanga-a-Hape Stations by providing independent advice including assistance with digital marketing, outdoor dining, activations and signage.

CRL also organises vibrant community events near stations to increase retail foot traffic and entice people in-store. These include activities to support Mt Eden businesses in the Uptown precinct near Maungawhau Station, as well as businesses surrounding Te Waihorotiu Station in Midtown and those neighbouring the Karanga-a-Hape Station build.

Small businesses experiencing genuine hardship from major and sustained construction disruption continued to be supported through the Sponsor's $12m Targeted Hardship Fund (THF).

In the financial year ending 30 June 2023, the THF made payments to 54 businesses (50 in FY22) totalling $3.2m ($2.0m in FY22). Total payments made since THF launched in September 2021 amount to $5.2m.

CRL Ltd continues to work hard to get CRL in place, delivering benefits for New Zealanders as quickly as possible. The construction progress will have been visible to all of Auckland over the last 12 months. Progress will become less visible over the next 12 months as fit outs take shape underground and within stations.

Sir Brian Roche retired as Chair of CRL Ltd on 31 March 2023. We wish to acknowledge the significant contribution Sir Brian made to the CRL project in his nearly six years as Chair.

Sir Brian was instrumental not only in the establishment and structure of CRL Ltd but also implementation of the different contracting models utilised across the project including an Alliance.

Sir Brian was at the forefront of assisting CRL Ltd navigate the complex challenges the project faced through Covid-19, including the recent re-funding and revised project completion date.

We would like to thank the public for their ongoing support of the CRL project. We remain committed to minimising the disruption to neighbours and supporting local businesses and communities as we work toward an end goal of delivering a world-class underground metro rail network for Tāmaki Makaurau Auckland.

City Rail Link Ltd Annual Report 2023
EXECUTIVE REPORT

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 Ōtākaro Ltd (now Rau Paenga Ltd), the Crown company responsible for the Crown’s contribution to the rebuilding of Christchurch following the 2011 earthquakes. Previously, he has held a variety of senior leadership roles at AECOM (including as Industry DirectorCivil 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 Waka Kotahi New Zealand Transport Agency, where he chairs their Investment and Delivery Committee.

John joined the CRL Ltd Board in January 2023.

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. He is a former EQC Commissioner, Northpower Ltd Director, Metro Trains Melbourne Pty Ltd Director, 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 roles include directorships of Precinct Properties New Zealand Ltd, 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.

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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 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 particular experience in the systems integration aspects, including the transition from construction into operations.

City Rail Link Ltd Annual Report 2023 9
Brian Harrison Director Malcolm Gibson Director
EXECUTIVE REPORT

Senior Leadership Team

Ngā Kaihautū

City Rail Link Ltd Annual Report 2023 10

Patrick Brockie

Chief Financial Officer

Steve Brunell

Programme Performance & Controls Director

Sumi Eratne

Programme Delivery Director

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

Sandip Ranchhod

Owner Interface Manager

Gerry Goodwin

Assurance Manager Tunnels & Stations

Absent

Emma Kurtovich

General Counsel and Company Secretary

City Rail Link Ltd Annual Report 2023 11
Left to right -
EXECUTIVE REPORT
City Rail Link Ltd Annual Report 2023 12
Maungawhau ventilation building
City Rail Link Ltd Annual Report 2023 13 Project Overview Tirohanga Whānui o te Kaupapa Project Benefits 15 Statement of Performance 16 Project Delivery 28 Progress Highlights 30 Health and Safety 32 Sustainability and Social Outcomes 36 Asset Transfers 40 CRL Ltd as a Good Employer 43 Development Opportunities 45 Communications and Engagement 46 Heritage 50 CRL mana whenua Partnership 52 CRL Ltd and Mana Whenua Forum Partnership Case Study 56 CRL Ltd’s Corporate Structure 68 PROJECT OVERVIEW

$11.928 billion Total Benefits

CRL will deliver a wide-range of long-lasting economic, social, environmental and business benefits over its lifetime. It will drive investment in businesses, employment and housing around CRL stations along Auckland’s rail corridors, supporting a more sustainable and productive city.

City Rail Link Ltd Annual Report 2023 14 $594 million travel time benefits road users $64 million environmental benefits $138 million additional public transport user benefits from improved infrastructure $104 million infrastructure residual value (beyond 2082) $26 million reduction in vehicle operating costs $4.543 billion travel time benefits public transport users $66 million decongestion benefits $1.575 billion reliability benefits $4.229 billion increased productivity and economic output $589 million walking benefits Grafton Newmarket Pa ne Orakei Meadowbank G en nnes Panmure Sylv a Park Ōtāhuhu M dd emore Pap t t M k Puh nu Homai M Te Mahia Taka in Papaku a P k k h Remuera G E ersl e P r Te Papapa Onehunga Ki g d Morn ngside Baldw n Ave Mt A bert A d l New Lynn F tval G Ed Sunnyvale Henderson R S Sturges Rd Redeveloped Maungawhau/ Mount Eden Station New Te Waihorotiu Station (Aotea) Existing track City Ra l L nk Waitematā Harbour Manukau Harbour N 165 hours time saved (annual) 165 hours time saved (annual) 165 hours time saved (annual) 312 hours time saved (annual) 165 hours time saved (annual) 165 hours time saved (annual) New Karanga-a-Hape Station (Karangahape) Redeveloped Waitematā Station (Britomart) Economic
Benefits

Project Benefits

Ngā Hua o te Kaupapa CRL will leave a positive legacy for New Zealand

The CRL will revolutionise the way people travel around Auckland, building on the city’s vibrancy and reputation as a world-class destination. New Zealand’s largest transport infrastructure project and first underground railway will unlock the entire Auckland rail network to transform how people travel, live, work and visit our city.

Once completed, CRL will meet the demands of a rapidly growing international city by more than doubling Auckland’s rail network capacity, carrying up to 54,000 passengers an hour during peak times when fully operational.

The project involves the construction of twin tunnels 3.45km long, 42 metres below Auckland’s city centre, connecting Britomart to Mt Eden. Two new stations are being built and two existing stations transformed and redeveloped. Te reo Māori names have been gifted to the stations by mana whenua and their designs are unique in culture and heritage.

Te Waihorotiu Station, in the central city’s midtown district, is expected to be the country's busiest station with its concourse running under Albert Street and with entrances on Wellesley and Victoria Streets.

Karanga-a-Hape Station, with entrances at Beresford Square and Mercury Lane, will be the deepest station at 30 metres below street level. Maungawhau Station in Mt Eden is undergoing a major enlargement and redevelopment. The bigger station will cover the existing Kingsland to Grafton line and new CRL Mt Eden to Karangahape Road line. Waitematā Station in Britomart is being transformed from a dead-end stop into a two-way through station, connecting downtown Auckland to Maungawhau Station.

CRL will connect with the Western Line at Maungawhau Station, opening up the entire rail network with more trains and faster journeys. New and improved travel options will reduce congestion on our roads, as well as carbon emissions, and help enable a more efficient and effective bus network.

The project is about more than just improving public access. Multigenerational benefits will also be delivered that will change Auckland for the better and leave a positive legacy for New Zealand. CRL will support Auckland’s prosperity by stimulating private investment and facilitating a substantial amount of development surrounding the stations.

New homes and commercial properties will be built providing better access to housing and employment.

CRL is also designed to set new benchmarks for construction, workplace safety, environmental sustainability, and community engagement.

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PROJECT BENEFITS

Statement of Performance

Tauākī Mahinga

The performance targets and measures (performance targets) for 2022-23 have been established by CRL Ltd management with input from CRL Ltd's Board and Sponsors. These performance targets are considered relevant in providing stakeholders and readers of this Statement of Performance Expectations (SPE) with a strong indication of the progress of the project across both construction and non-construction activities.

CRL Ltd has one output class and six output areas consistent with those set out in the Statement of Intent (SOI). The six output areas include Health and Safety, Project Delivery, Funding Envelope, Sustainability and Social Outcomes, Community and Stakeholder Engagement and Oversite Development*. The SOI outlines the purpose of CRL Ltd, which is to manage the delivery of a 3.45km long underground railway and two new stations to improve public transport in Auckland and contribute to the growth and prosperity of both the country’s largest city and wider New Zealand.

The SPE and SOI 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. For the performance targets related to approved appropriation (i.e., funding) for (i) CRL and (ii) the THF, these are consistent with the Estimates within the Vote Transport for FY23. Reporting against the Statement of Performance targets and measures, and appropriations, is on pages 16 to 27.

Additional performance information on Health & Safety, Project Delivery, Sustainability and Social outcomes, Community and Stakeholder Engagement, and Oversite Development is provided on pages 28 to 42 and 45 to 49.

* There is no specific performance target for Oversite Development for 2022-23. Development work continues to be led by Kāinga Ora and Eke Panuku Development Auckland (supported by CRL Ltd). Please refer to the Development Opportunities section for more detail on the status of Oversite Development.

City Rail Link Ltd Annual Report 2023 16
Track fitting at Waitematā Station

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 Statement of Performance 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

In preparing the SPE, CRL Ltd has made judgements on the application of the reporting standard PBE (Public Benefit Entity) FRS 48. CRL Ltd selected performance targets to reflect material and important milestones in the progress of CRL, including Delivery, Health & Safety, Funding Envelope, Sustainability and Social Outcomes, and Community & 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. As was seen from 2020 to 2022 with Covid-19, these events are often outside of the control of CRL Ltd. These events can include changes in international travel restrictions, global and domestic economic conditions, and international and domestic policies, and impact areas including recruitment, availability of critical materials and supplies and operational work procedures. There were no significant judgements made on aggregation of performance data.

Performance Measures

We discuss below actual performance against the performance targets and provide explanations for major variances including those targets not achieved. We note which of the targets below are externally verified and any linkages between financial statements and service reporting. CRL Ltd 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.

Project Delivery

With Project Delivery, the performance targets reflect the build stage of the project with early works contracts now complete and with most major works being delivered by Link Alliance for C3 (station and tunnels construction), C5 (North Auckland Line connection), and C7 works (rail infrastructure installation), aside from the C8 Newmarket and C9 Britomart East works. Project Delivery performance targets all relate to Link Alliance works with Practical Completion expected in late 2025. C8 and C9 works completion is expected in mid-late 2024. As most Link Alliance works are only fully completed towards the end of the project, we selected key milestones within each station where work was expected to be completed within FY23. Measuring interim key milestones helps provide a useful indication of project momentum within the overall construction programme.

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STATEMENT OF PERFORMANCE

We note that all delivery milestones relate to physical works and hence are verifiable by CRL Ltd. The Tunnel Boring Machine (TBM) successfully completed its second drive to Te Waihorotiu Station in September 2022 and has been removed from site. Select major components of the TBM were purchased by, and returned to, Herrenknecht AG (the TBM supplier). Two of the delivery performance targets for FY23 (completion of Normanby Road Bridge, and Karanga-a-Hape Station: Mercury Lane and Beresford Square superstructure works) were not achieved. Superstructure works includes completion of internal structures, for example block walls, stairs, tunnel lining, and panels for the façade. These were not completed in FY23 due to delays in design progress and the impacts of Covid-19. Normanby Road Bridge is now expected to be completed by late 2023 and Karanga-a-Hape Station superstructure works by December 2023. When completed certain works are then transferred by the Sponsors to the ultimate asset owner, which in most cases is Auckland Transport or KiwiRail Holdings Limited (KiwiRail). For FY23, these works included the transfer of the North Auckland Line (NAL) Up Main to KiwiRail in February 2023 and Porters Avenue Bridge to Auckland Transport in May 2023. Completed Third Party Works in 2022-2023 undertaken by KiwiRail included C9 Britomart (Stage 1) with this asset retained by KiwiRail during the works and at completion. 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.

Health & Safety

Health and safety is fundamental to the project’s activities. The Health and Safety Performance Index (HSPI) provides CRL Ltd and Link Alliance with an overall metric to measure a number of leading and lagging health and safety indicators. These are combined to provide an overall indication of performance.

The HSPI was developed in the UK and is used on other major international projects. The chosen HSPI target for FY23 is 80 (out of 100) and is based off international standards. This represents a stretch target for the New Zealand construction industry.

Supporting data for the FY23 average HSPI score of 68 is provided by Link Alliance and reviewed by CRL Ltd. This score has been measured through to March 2023 after which time the input criteria was revised to align with industry best practice of using more lead indicators (i.e. amount of training) and to remove redundant criteria that related to design and heavy civil works that are not applicable going forward.

The 68 score is below the performance target due to several medical and lost time injuries over 2022-23 and in part due to the redundant indicators.

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In addition, CRL Ltd targeted an increased number of areas in the risk management maturity model (RM3), with CRL Ltd in FY23 achieving 25 areas for maturity at Level 3 (Standardised) and Level 4 (Predictable) and 26 areas for culture also achieving Level 3 and 4 with one area achieving Level 5 (Excellence).

RM3 provides a system to assess and facilitate continuous improvement of CRL Ltd and our construction partners procured for health & safety management roles.

The Total Recordable Injury Frequency Rate (TRIFR) was achieved with a total of 4.1 injuries per million hours worked versus a target of “at or below seven injuries per million hours worked” in FY23. This change reflects consistency in health & safety performance by Link Alliance. Reflecting this consistent performance, CRL Ltd’s SPE for FY24 has lowered the TRFIR target to “at or below six injuries per million hours worked”.

Funding Envelope

In FY23 CRL Ltd received funding from Sponsors of $909m versus a budget of $1,028m, lower than budget by 12 per cent. The approved appropriation was $528m for the Crown’s 50 per cent share (equivalent to $1,056m in total) with actual funding lower than appropriation by 14 per cent. The reduction in required funding was, in part, due to delays with design finalisation and the residual impacts of Covid-19. We note that the appropriation for CRL Ltd is finalised in advance of the CRL Ltd budget which can lead to differences in the respective forecasts for the upcoming year. This also highlights the difficulty in accurately forecasting construction spend over a 12 month period. The project funding of $909m is recorded in CRL Ltd’s financial statements Statement of Cashflows. CRL Ltd maintains tight discipline over corporate costs which continue to come within the budget despite inflation pressures.

Sponsor Funding of CRL Ltd

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0.0 $0.2b $0.4b $0.6b $0.8b $1.0b $1.2b 2022 – 2023 2021 –2022 2020 – 2021 2019 – 2020 2018 –2019 2017 – 2018 Pre CRLL Budget 50% Council Budget 50% Crown Actual 50% Council Actual 50% Crown

Sustainability and Social Outcomes

CRL Ltd continues to work towards infrastructure sustainability excellence with Sustainability and Social Outcomes consistent with previous years. With the completion of C1 and C2 the focus is now on the completion of the C3 works. The project’s sustainability performance is externally verified using the Infrastructure Sustainability Council's (ISC) rating tool, which has been adapted in partnership with mana whenua to respond to Aotearoa’s unique cultural context.

In FY23 Link Alliance achieved a Leading IS Design rating, the highest rating achievable. In FY22, C1 achieved Leading and C2 Excellent As Built IS ratings.

A final As Built IS rating will be sought for Contract 3 on Practical Completion. In the interim, key sustainability measures continue to relate to the reduction of construction and operational energy-related carbon emissions, and the embodied carbon of the materials used, as well as construction and demolition of waste.

The FY23 KPI of C3 achieving a 15.8 per cent reduction in embodied carbon of materials and a 19.2 per cent reduction of construction and 22 per cent operational energy-related emissions, is a contract target, forms part of the IS rating criteria and is material to the impact of the project.

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2016 2015 2017 2018 2019 2020 2021 2022 2023 2025 2024 IS Design Rating – Leading KEY IS As Built Rating – Leading IS As Built Rating – Excellent CONTRACT 2 EARLY WORKS CONTRACT 1 EARLY WORKS CONTRACT 2 EARLY WORKS CONTRACT 1 EARLY WORKS CONTRACT 3 STATIONS & TUNNELS CONTRACT 3 STATIONS & TUNNELS Infrastructure Sustainability Certifications Completed Practical Completion TARGETED - EXCELLENCE SCORE RATING LEVEL >25 Not eligible to apply for a certified rating 25-49 Commended 50-74 Excellent 75-100 Leading

CRL Ltd adheres to International Standard ISO 14064.1 Ministry for the Environment guidelines and requirements for quantification and reporting of greenhouse gas (GHG) emissions in reporting and verifying sustainability outcomes. Toitū Envirocare is engaged to complete external audits of energy and carbon monitoring and modelling. 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 because the scientific knowledge and methodologies are still evolving, as are GHG reporting and assurance standards.

CRL Ltd’s commitment to leaving a positive legacy of social outcomes continues with the project focused on enhancing opportunities for mana whenua, Māori, Pasifika, youth, and social enterprises.

These initiatives include CRL Ltd’s flagship Progressive Employment Programme (PEP); a 16-week training programme helping rangatahi into employment. During FY23, eight rangatahi graduated.

Procurement by Link Alliance did naturally decline in FY23 as project work progressed and peak spend occurred. Nonetheless, Link Alliance met the performance target for FY23, awarding six construction contracts to Māori and/or Pasifika small and medium sized enterprises by 30 June 2023.

The performance targets for the PEP and contracts awarded to Māori and/or Pasifika businesses reflect CRL Ltd’s continued commitment to supporting the wider community. Together with Link Alliance, CRL Ltd is proud of its achievements in FY23, working towards the targets set for both procurement and employment with Māori and Pasifika, whilst remaining in accordance with government procurement rules.

Community and Stakeholder Engagement

CRL Ltd met all performance targets set for FY23 with results consistent compared to FY22 achievements.

Once again, CRL Ltd was active in communicating progress on the project through key communication channels, including social media, media releases, site tours and other events involving the public.

CRL Ltd is committed to being a good neighbour and works hard to manage construction impacts on local communities. Community and Stakeholder Engagement continues to contain two performance targets reflecting: (i) the satisfactory operation of the THF; and (ii) the importance of CRL Ltd’s partnership with mana whenua.

As with FY22, the THF continued to make timely payments upon receipt of completed applications (within 30 days). The CRL Sponsors completed a review of the THF, with input from businesses, and in June 2023 released the outcome of this review. The review found that THF is operating as intended in providing financial support to businesses affected by disruption. As a result of the review, the CRL Sponsors made two amendments to the guidelines governing the THF, which lowered the threshold for availability of support.

A Case Study focusing on the 10-year partnership between CRL Ltd and the Mana Whenua Forum was completed and published in June 2023. The Case Study highlights best practice and lessons learnt and provides an industry tool to inform future partnerships. CRL Ltd appreciates there is considerable interest from a wide range of stakeholders to see good progress in these areas.

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STATEMENT OF PERFORMANCE

This section describes the progress made towards achieving the identified performance measures as outlined in the 2022-2023 Statement of Performance Expectations.

The results reported within this section should be read in conjunction with the results reported against the SOI (published June 2022) per Project Delivery on pages 28 to 42 and 45 to 49. The SPE and SOI were prepared at different times and therefore some of the targets set out in the document do not align.

CRL Ltd’s performance against some Key Performance Indicators (KPIs), largely in regard to Project Delivery, has been impacted by Covid-19 Government-imposed restrictions and delays in design.

Note 1.20 in the Financial Statements provides a fuller description of the financial impact of Covid-19 on CRL Ltd.

Health and Safety

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

KPI 2023

An externally validated maturity assessment of the CRL HSE Management System using the Risk Management Maturity Model (RM3) will achieve Level 3 (Standardised), and Level 4 (Predictable) in six or more areas by 30 June 2023

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

HSPI Score of 80 or more over a 12-month period

Actual 2023

Achieved. 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 achieving Level 3 and 4 and one area achieving Level 5 (Excellence). See page 33 for further detail

Achieved. Project TRFIR rate was 4.1 injuries per million hours worked

Actual 2022

Achieved. Level 3 (Standardised) and Level 4 (Predictable) for 16 areas

Publish annual safety assurance summary report* by 30 June 2023 reporting on safety for operations, maintenance, and users

This

Not achieved due to several medical and lost time injuries and redundant indicators. The C3/5/7 contracts had a moving average score of 68. See page 18 for further detail.

Achieved. Report published June 2023

Achieved. 4.6 injuries per million hours worked

N/A (HSPI only introduced in FY23)

Achieved. Report published June 2022

City Rail Link Ltd Annual Report 2023 22
* report is distributed to Waka Kotahi, Auckland Transport, KiwiRail, Auckland One Rail and Link Alliance.

Project Delivery

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

KPI 2023

Complete second tunnel boring machine (TBM) drive to Te Waihorotiu Station by December 2022

Normanby Road and Porters Avenue bridges completed* by December 2022

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

Actual 2023

Achieved. Completion achieved 14 September 2022

Not achieved. Porters Avenue Bridge completed* May 2023 and Normanby Road bridge expected to complete* late 2023

Not achieved. Works were adversely impacted by Covid-19

Te Waihorotiu Station civil works completed by June 2023 Achieved. Civil works (including platform) completed 13 June 2023

* Completion means that Practical Completion (PC) has been achieved. PC means the contract works are substantially complete and the asset involved is available for use.

Funding Envelope

Achieve financial efficiency

KPI 2023

Meet delivery targets equal to or no less than 10 per cent of approved Appropriation ($528m)**

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

Actual 2023

Not achieved. $454.5m funded or 14 per cent underspend versus appropriation. Covid-19 and design delays impacted the planned works for FY23

Actual 2022

Not achieved. $428m funded versus appropriation of $584.5m. Covid-19 materially impacted planned works.

Achieved. These costs are monitored monthly

** Appropriation reflects the Crown’s 50 per cent contribution to FY23 project funding.

Achieved

City Rail Link Ltd Annual Report 2023 23
Achieved Achieved
STATEMENT OF PERFORMANCE

Sustainability and Social Outcomes Achieve sustainability excellence including social outcomes

KPI 2023

C3 achieve ‘Excellent’ IS design rating

Actual 2023

Achieved. The ISC has awarded a ‘Leading’ Design rating certification

Actual 2022

In progress. An application has been made to the ISC to verify the 'design' rating. Initial verified score of 69 'Excellent' by ISC has been received post year end. The final rating is expected in FY23

C3 to achieve 15 per cent reduction (versus design basecase) in embodied carbon of materials and 25 per cent reduction (versus design basecase) in construction and operational energy-related emissions

95 per cent of construction demolition waste (including spoil) diverted from landfill*

Achieved. Embodied carbon of materials achieved 15.8 per cent reduction. Not achieved. Construction and operational energy-related emissions reduced 21.4 per cent.

Achieved. 15.7 per cent reduction of embodied carbon of materials

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

Six Link Alliance construction contracts to be awarded to Māori and/or Pasifika small and medium sized enterprises by 30 June 2023

Achieved. 99.8 per cent of all C3 construction and demolition waste (including spoil) has been diverted from landfill. 96.5 per cent when contaminated waste is included

Achieved. Eight rangatahi graduated in FY23 with employment being finalised.

Achieved. 99.9 per cent waste diverted from landfill. 95.9 per cent with contaminated waste included

Achieved. Link Alliance awarded six contracts to Māori and/or Pasifika small and medium sized enterprises.

Achieved. Six rangatahi graduated in December 2021 and a further six commenced the programme in March 2022

Achieved. Six contracts awarded

were monitored but excluded

City Rail Link Ltd Annual Report 2023 24
* This relates to the C3 contract. Other contracts such as C8 Newmarket and C9 Britomart East from this reporting due to materiality.

Community & Stakeholder Engagement

Deliver a high level of communications and engagement

KPI 2023

Social media posts (5 per week) and media releases (25 over 12 months)

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

Complete mana whenua partnership case study and make publicly available as an industry tool for lessons learnt and best practice

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

Actual 2023

Achieved. 683 social media posts and 25 media releases

Achieved. 9 events held and managed 60 site tours

Achieved. Case study published June 2023

Actual 2022

Achieved. 18 social media posts per week (>900 per annum) and 26 media releases

Achieved. Eight events held and 51 site tours

N/A

Achieved. Payments made on average within 14-21 days of receipt of completed applications

Achieved. Payments made within 30 days of receiving a completed application.

Output Class Cost of Service Statement - City Rail Link Development

1 Variance of Actual deficit to Budget FY23 was driven by timing of asset transfers.

Reporting against Appropriation

Vote Transport – Supplementary Estimates of Appropriations 2022/23 – Budget 2023.

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. During 2022-23, the Crown contributed $454.5m against the revised appropriation of $472m. This appropriation is to achieve construction and operational readiness of the CRL project.

An explanation of the variances from budget can be found in note 17 of the Financial Statements within this Annual Report.

City Rail Link Ltd Annual Report 2023 25
Revenue Actual 2023 $(000) Budget 2023 $(000) Actual 2022 $(000) Total revenue 6,301 2,434 1,396 Total expenses 262,513 127,878 397,226 Net
(256,212) (125,444) (395,830)
surplus/(deficit)
STATEMENT OF PERFORMANCE

Assessment of Performance

Deliver the CRL project by 2025 1 Project delivery targets met

Payments made within 30 days of CRL Ltd receiving a completed application

100%

targets

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

1 The supplementary estimates revised estimated project completion date (previously 2024), which has been updated to reflect the impact of Covid-19, supply chain constraints and other factors.

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 CRL. The Appropriation commenced on 1 July 2020 and expires 30 June 2025.

* Estimated remaining Appropriation of $589.1m is $17.5m higher than the revised Appropriation (as per Vote Transport) of $571.6m due to lower spend in FY23. The underspend from FY23 carries over to subsequent years.

City Rail Link Ltd Annual Report 2023 26
City Rail Link Ltd Target 2023 Actual 2023 Actual 2022
progress
Achieved. Project delivery
are met In
Appropriation for Infrastructure $(000) Original appropriation (from 1 July 2020) 1,687,586 Actual spend and adjustment FY21 & FY22 (814,439) Appropriation remaining 30 June 2022 873,147 Appropriation adjustment 2023 557,000 Actual spend to 30 June 2023 (454,500) Estimated spend to 30 June 2024 (386,500) Estimated Appropriation remaining 589,147*

Targeted Hardship Fund

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

* Estimated remaining Appropriation of $1.0m is $0.4m higher than the revised Appropriation (as per Vote Transport) of $0.6m due to lower spend in FY23. The underspend from FY23 carries over to subsequent years.

City Rail Link Ltd Annual Report 2023 27
Appropriation for Infrastructure $(000) Original Appropriation (from 1 July 2021) 6,000 Actual spend to 30 June 2022 (1,065) Appropriation remaining 30 June 2022 4,935 Actual spend to 30 June 2023 (1,730) Estimated spend to 30 June 2024 (2,206) Estimated Appropriation remaining 999*
STATEMENT OF PERFORMANCE
Beresford Street entrance to Karanga-a-Hape station

Project Delivery

Te Whakatutukitanga o te Kaupapa

Delivering a quality, underground rail link in a timely manner

The project was initially split into nine delivery contracts. The Project Delivery Agreement (PDA) and SOI originally anticipated design and construct contract models for the C3, C5 and C7 contracts. The decision was subsequently made to move to an Alliance form of contracting and combining the C3, C5 and C7 contracts.

CRL Ltd has completed several contracts including the Downtown Shopping Centre (DSC), C1, C2, C6 and two of the three station upgrades at Ōtāhuhu and The Strand Phase 1 included in C8.

Initial (schematic) design work has been completed for C8 Henderson. Funding approval, based on this initial (schematic) design, has been obtained for the estimated design and construction costs for C8 Henderson and C9 Britomart post opening works (which include additional stair egress).

The expected milestones agreed in the PDA and SOI are included in this section with progress up to 30 June 2023 noted. The PDA provides more detailed project delivery dates than the SOI.

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 Ltd Annual Report 2023 28
Waitematā Station (Britomart) Queen Street Te Waihorotiu Station Maungawhau Station Karanga-a-Hape Station

Contract Location

DSC Downtown Shopping Centre (DSC)

Scope: Temporary Waitematā Station (Britomart), underground tunnels from station to Downtown Shopping Centre (DSC), reinstatement of Category 1 heritage-listed Chief Post office (CPO), and streetscape enhancements around the station.

Waitematā Station (Britomart)/Lower Queen St

C1

Scope: Waitematā Station (Britomart) to the Downtown Shopping Centre (DSC) site, reinstatement of Category 1 heritage-listed Chief Post Office (CPO)

C2 Albert St (Customs St to Wyndham St)

Scope: Trenching and tunnelling from the DSC site to the Wyndham Street intersection on Albert Street

Alliance Tunnels & Stations package

C3, C5 and C7

Scope: Excavating tunnels on Albert Street, building two underground stations Te Waihorotiu and Karanga-a-Hape and redeveloping Maungawhau Station. Western Line works, rail systems integration, testing and commissioning from Waitematā Station (Britomart) to Maungawhau Station.

Mt Eden Stormwater Main

C6

Scope: Stormwater line replacement in Mt Eden, prior to the start of C3 works.

C8 Wider network improvements

Scope: Additional platforms and turn-back facilities at The Strand (Stage 1), Ōtāhuhu and Newmarket.

C9

Waitematā Station (Britomart) East

Scope: Additional connections, platform widening and track modification at the eastern end of Waitematā Station (Britomart) required once CRL is operational.

The Strand delivery – Stage 1 January 2019 Completed

The Strand delivery – Stage 2 November 2023 ****

Stage 1 new scissors (KiwiRail as contractor)** Completed April 2021

Stages 2a & 3a new rail switch and crossing contract (KiwiRail)**

Stages 4-6 civil and structural works (Martinus)**

Stages 4-6 track slab construction, track realignment (KiwiRail)**

Completed* June 2022

Completed* February 2023

Target June 2024

* Completion date are currently under review as impacts of Covid-19 (past, present, future) are assessed and quantified.

** C9 target completion date was end 2024 (per SOI)

*** Physical works have been completed (and/or Practical Completion achieved) but some minor defect rectification work (often referred to as snagging) was required post completion.

**** Approved with re-funding in April 2023.

City Rail Link Ltd Annual Report 2023 29
Target Completion Date (per SOI 2022-25) Completion Status
April 2019 Completed April 2019
October 2021 Completed October 2021
October 2020 Completed October 2020
End 2024 * Practical Completion *** Target November 2025
August 2019 Completed August 2019
January 2019
Target November 2023
October
Completed October
Target October
Ōtāhuhu delivery –
2020
2020 Newmarket delivery - July 2023 *
2024
PROJECT DELIVERY

Progress Highlights

Ngā Wā Hira o te Anga Whakamua

July 2022

The Dame Whina Cooper Tunnel Boring Machine (TBM) had its second breakthrough at Karanga-a-Hape Station.

January 2023

CRL’s tunnels and station sites were affected by the Auckland Anniversary Weekend floods with crews working tirelessly to pump out the remaining water, clear debris and brace for further severe weather.

August 2022

The completed Basque Park wastewater pipe diversion in Eden Terrace was celebrated with a dawn karakia (blessing).

February 2023

Extensive flood response planning put the CRL project in good stead to withstand Cyclone Gabrielle with minimal lasting impacts.

September 2022

The tunnel-boring phase of the CRL project was completed with the final breakthrough of the TBM into Te Waihorotiu Station marking the completion of two 1.6km bored tunnels running between Maungawhau and Te Waihorotiu.

March 2023

The New Zealand Geographic Board Ngā Pou Taunaha o Aotearoa formally adopts the proposed names for the four stations that connect the CRL.

The Te Waihorotiu Station team revealed one of Auckland’s long-buried secrets when fragments from an old wooden fire bell tower were unearthed.

City Rail Link Ltd Annual Report 2023 30

October 2022

The first section of railway track was laid in one of the tunnels at Waitematā Station (Britomart). Trains will run in both directions when CRL is operational.

April 2023

A major milestone for the new Western Line connecting Maungawhau with the city centre. Commuters journeying between Newmarket Station and West Auckland started travelling on a new piece of track rebuilt to make room for the new CRL lines.

November 2022

In collaboration with Auckland Transport and KiwiRail, CRL Ltd announced the establishment of a Systems Integration Facility (SIF) to test rail and building systems such as lighting and ventilation.

May 2023

The CRL project was awarded an IS Design rating from the ISC with a score of 93 corresponding to a “Leading” rating, the highest possible in the scheme.

December 2022

The new Normanby Bridge in Maungawhau (Mt Eden) opens to all traffic, replacing the previous rail level crossing and providing a safer transit for all modes of transport.

June 2023

The completion of mined tunnelling at Maungawhau Station marking the end of CRL’s tunnelling for the project which involved three methods; The Tunnel Boring Machine Dame Whina Cooper, cut-and-cover tunnelling and mined tunnelling.

City Rail Link Ltd Annual Report 2023 31
PROGRESS HIGHLIGHTS

Health and Safety

Hauora me te Haumaru

CRL Ltd aspires to Health and Safety (H&S) excellence in everything it does

This is an ambitious and challenging goal, and one which requires continued effort and focus from all those involved in CRL.

CRL Ltd’s Health and Safety Strategy sets out its vision ‘Mahia te mahi, hei painga hei oranga mo tātou katoa - To do the work for the good of everyone’.

To achieve this vision, four strategic priorities have been identified:

• enhance the maturity of the H&S management systems

• support and embed safer working behaviours

• establish improved H&S performance measurements

• enable continuous H&S improvement

City Rail Link Ltd Annual Report 2023 32
Iyyappan Perumal Senior Health and Safety Advisor checks his radio before heading underground

Enhance the maturity of the H&S management systems

CRL was the first project in New Zealand to adopt the United Kingdom’s Risk Management Maturity Model (RM3) to assess its H&S management systems.

RM3 was selected because of its innovative approach, one with built-in mechanisms to ensure CRL is setting new standards, together with continued opportunities to learn and seek improvements in how H&S outcomes are delivered.

Under RM3 the project will continue to review and improve its H&S systems while delivering well-defined, consistent, and replicable outcomes that can be externally verified.

CRL Ltd wants its people to know what the expected outcomes are, what they are responsible for, and to work together to continue achieving H&S excellence with no gaps, overlap or duplication.

CRL has reached a maturity level where there is no significant benefit of undertaking another process assessment, therefore the focus for the 2023 RM3 4th assessment moved to a deep slice approach in one health and one safety topic agreed with the Link Alliance. Worker wellbeing and permits to work were the two topics identified for this assessment. During the assessment it was identified that an array of health and safety initiatives have been launched over the last year, including:

• Hapai te Mahi

• Critical Risk Observations

• refreshed Permit to Work system, including establishment of Permit Control Officers

• refreshed Health & Safety Performance Indicators (HSPI)

• introduction of Checksafe and enhanced rigour for tracking verification of competence

• establishment of track control access system

The Link Alliance achieved an average of ‘Predictable’. This means that ‘good practice’ has been synthesised into standard processes. There has been significant improvement in the maturity of the safety management system compared with the first assessment in 2020.

Link Alliance 2023 RM3 assessment results

Criteria

SP1 Leadership

SP2 Health & Safety Policy

SP3 Board Governance

SP4 Written SMS

OC1 Allocation of Responsibilities

OC2 Management and Supervisory Accountability

OC3 Organisational Structure

OC4 Internal Communication Arrangements

OC5 System Safety and Interface Arrangements

OC6 Organisational Culture (Culture score only, maturity not measured)

OC7 Record Keeping, Documentation, Control and Knowledge Management

OP1 Worker Involvement and Internal Co-operation

OP2 Competence Management System

PI1 Risk Assessment and Management

PI2 Objective/Target Setting

PI3 Workload Planning

RCS1 Safe Systems of Works

RCS2 Management of Assets - Construction Assets

RCS3 Change Management

RCS4 Control of Contractors/Suppliers

RCS5 Emergency Planning

MRA1 Proactive Monitoring Arrangements

MRA2 Audit

MRA3 Incident Investigation

MRA4 Management Review

MRA5 Corrective Action

City Rail Link Ltd Annual Report 2023 33
SP1 SP2 SP3 SP4 OC1 OC2 OC3 OC4 OC5 OC6 OC7 OP1 OP2 PI1 PI2 PI3 RCS1 RCS2 RCS3 RCS4 RCS5 MRA1 MRA2 MRA3 MRA4 MRA5 1 2 3 4 5 0
HEALTH AND SAFETY
Each H&S criteria is measured in terms of maturity (lighter area) of the category and also the cultural embedding within the Link Alliance (coloured areas).

Support and embed safer working behaviours

Link Alliance’s induction to main works is the first experience for workers joining the CRL team. The induction is designed to communicate the project’s values and objectives and give workers an idea of what they can expect on-site.

An integral part of the induction is concentrated on safety outcomes. It includes an interactive behavioural safety module which focuses on how workers can respond positively when potentially unsafe situations occur by illustrating where work conditions, or activities might deviate from what was originally planned.

During the induction, attendees are put into teams to discuss how they would react in each situation. The facilitator then uses those discussions to reinforce Link Alliance’s ‘Safety Principles’, which are the core behavioural attributes promoted and encouraged across all worksites.

Establish improved H&S performance measurement

CRL Ltd‘s safety management system enables efficient collection and analysis of health, safety and environment data.

The current industry standard measurement of H&S performance is the Total Recordable Injury Frequency Rate (TRIFR). As of June 2023, the TRIFR rate (12 month moving average) was 4.1 recorded injuries per million hours worked on CRL, which is below the SPE target of 7 recorded injuries per million hours worked.

Incidents are investigated, and preventative actions are put in place by Link Alliance and other CRL contract suppliers. CRL Ltd conducts regular inspections of all project construction sites to monitor that minimum H&S requirements are being met across all CRL contracts.

CRL Ltd monitors the RM3, 25 maturity and 26 culture individual H&S performance indicators. They cover all activities from design through to commissioning and are critical for the project to effectively manage potential H&S risks.

Proactive or ‘leading’ indicators are also recorded along with reactive or ‘lagging’ measures such as near misses. The Link Alliance has been reviewing the leading and lagging indicators to bring them in line with the transition from heavy civils and tunnelling works to the delivery of architectural, building and rail systems. This data is aggregated into the H&S Performance Index (HSPI) which creates a detailed and accurate picture of the project’s overall H&S performance.

City Rail Link Ltd Annual Report 2023
34
Mostafa Mahmoud – Logistics Supervisor

Enable continuous H&S improvement

Great H&S performance in the construction industry comes from doing simple things right every day. The project works hard to eliminate everyday pressures and distractions that can sometimes result in mistakes.

To re-energise the team’s commitment to the project’s H&S vision, CRL Ltd and Link Alliance run a bi-annual ‘Mahia te Mahi’ H&S engagement week. Each site leads a programme of activities including quizzes, toolbox talks, visits, tours by management, and photo competitions to capture workers adopting good H&S management

practices. Short videos are made showcasing workers talking about the safety measures in place to protect those on site from critical risks. In May 2023, the videos focused on lifting practices and the safe work zones during lifting operations.

CRL Ltd has established a health, safety & environment leadership group to ensure relevant lessons from incidents are shared and improvements are adopted. CRL Ltd also plays an active role in several New Zealand construction industry H&S initiatives.

Injuries by Classification and TRIFR (per million hours)

City Rail Link Ltd Annual Report 2023 35
Installing steel work for the concrete base at Te Waihorotiu Station
0 1 2 3 4 5 6 7 Quantity Frequency Rate Jul 22 Aug 22 Sep 22 Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23 Apr 23 May 23 Jun 23 Lost Time Injury Medical Treatment Injury TRIFR 4.7 4 4 3 1 1 2 3 0 0 0 2 2 5.0 5.0 4.8 4.6 4.8 5.5 5.1 5.1 4.5 4.0 4.1 HEALTH AND SAFETY

Sustainability and Social Outcomes

Ngā Putanga Toitūtanga me te Pāpori

The CRL 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.

CRL Ltd and its construction partners continue their commitment to optimising the use of materials, energy and water, and striving for zero waste to landfill. The project’s sustainability performance is being externally verified by the ISC. The project also continues to support opportunities for training, employment, and supply chain diversity during construction.

C3 is well underway and was awarded a Infrastructure Sustainability (IS) Design rating from the ISC in May 2023, with a score of 93 corresponding to a “Leading” rating, the highest possible in its scheme.

Innovation points were awarded for the implementation of Māori cultural values embedded into the CRL IS Technical Manual, Mahi Rauora Aratohu, developed in partnership with mana whenua, using the project's 3D BIM model to track the design carbon footprint, and the use of regenerative braking in the multi-service vehicles that were used to deliver tunnel segments. With C3 getting closer to completion, this contract is also tracking well to deliver on its targeted As-Built rating, based on management's assessment. The final rating can only be obtained from the ISC once construction is complete.

City Rail Link Ltd Annual Report 2023 36
CRL Ltd’s sustainability objectives focus on Reducing Resource Consumption Zero Waste to Landfill
Social Outcomes
Mana Whenua Governance and Reporting Te Waihorotiu Station base slab construction

Reducing resource consumption

Once complete, CRL will be a low-carbon travel option for Aucklanders. However, it comes with a significant up-front ‘cost’ to build - namely in energy, material and water use.

To combat this, the project aims to use the least amount of resources possible during delivery and over the infrastructure’s 100-year lifetime through efficient design and construction methodology.

Gaining a ‘Leading’ Design ISC rating is another important step completed in this journey. As part of this certification to track the project’s success, an estimate called the ‘base case’ has been created for each construction package. This measures the amount of energy and materials that would be used to build and operate CRL using a business-as-usual approach, without sustainability interventions.

A ‘detailed design’, which includes initiatives to reduce resource consumption was then developed. The ability to compare the detailed design against the base case enables the project to quantify improvements in resource use.

Detailed design is now complete for C3 with Link Alliance on track to achieve a 22 per cent reduction in emissions associated with running CRL

stations and tunnels, just below the 25 per cent reduction target.

Total electricity savings are projected to be 2,685,707 kWh per annum, equating to 296 tCO2e per annum in avoided emissions. These savings are enough to power the equivalent of 384 New Zealand homes.

C3’s target is to reduce embodied carbon from materials used to build the project by 15 per cent against the base case, and this has been achieved in design with a projected saving of 24,279 tCO2e: 16 per cent.

The project team continues to maximise material use reductions, including replacement of cement with less carbon-intensive fly-ash. This alone has saved 21,065 tCO2e so far and is expected to contribute just under 22,000 tCO2e to the total savings by the time the project is completed.

However, the Project is unlikely to achieve the 16 per cent savings calculated at design, with data showing the Project is tracking 3.6 per cent above the detailed design and 9.9 per cent below the base case projections for this stage in construction.

Resource use for C3 (tunnels and stations) to 30 June 2023

City Rail Link Ltd Annual Report 2023 37
0 20 40 60 80 100 C3 embodied carbon reduction (design) C3 construction and operational energyrelated emissions reduction (design) C3 construction demolition waste (including spoil) diverted from landfill 15% 15.8% 25% 21.4% 95% 99.8% Actual Target Actual Target Actual Target SUSTAINABILITY & SOCIAL OUTCOMES

Zero waste to landfill

Construction and demolition material makes up around 50 per cent of New Zealand’s total waste to landfill. As the country’s largest transport infrastructure project, it is not only important for CRL to reduce its waste, but also to enable the reuse and recycling of as much waste as possible, playing a leadership role for other infrastructure projects.

More than 11,628 tonnes of construction demolition waste has been diverted from landfill for recycling or reuse this financial year. C3 waste achievements included 100 per cent of spoil, 96 per cent (62,063t) of construction and demolition waste and 61 per cent (237t) of office waste being diverted from landfill. C3 has also set a reuse target of 0.8 per cent for the project, with 11 per cent already diverted for reuse. CRL Ltd and its construction partners again identified several opportunities where materials that might have been sent to landfill were salvaged and reused within the project or within communities across Tāmaki Makaurau.

These include excavating 60 tonnes of basalt boulders from site, then cutting and shaping them to provide pavers for 120m2 of streetscape. This was carried out at a similar cost to importing them from China but with the added benefits of commercial opportunities for a local business. This is reuse of what would otherwise be waste materials and a saving of 6.6 tCO2e of greenhouse gas emissions. Propping steel has played an essential part in construction. To avoid 82 tonnes of steel being cut up and recycled as scrap, Link Alliance has removed them whole and sold them to Egmont Industrial Supply, who will sell them to other projects for reuse.

Link Alliance has now diverted over 7,000 tonnes of resources for reuse.

City Rail Link Ltd Annual Report 2023 38
Removal of spoil at Maungawhau Station

Social Outcomes

Pou Ārahi Māori

Māori culture continues to be woven into the fabric that makes up Link Alliance. Fortnightly team briefings start and end with a new health and safety karakia, with events like a Māorioke competition across sites during Māori Language Week and Matariki celebrated with fry bread delivered to all work sites.

Employment

Eight Progressive Employment Programme (PEP) interns have successfully graduated in this financial year.

Highlights in FY23 include one PEP graduate completing a Level 3 Health and Safety qualification, and another embarking on a Bachelor of Science majoring in Environmental Science.

Training

A new training management system has been introduced by Link Alliance. This has allowed the Alliance’s Training and Development team to better manage, monitor and report the career progression and training of focus groups, primarily Māori, Pasifika and youth.

With complete visibility of the entire Link Alliance focus group, 100 per cent of the group have completed training, and 51 per cent have Career Development Plans in place.

The new system enables more targeted training and support for the 200 cadets and apprentices working on the CRL project.

Social Procurement

CRL Ltd and Link Alliance are committed to achieving excellent cultural, social, environmental, and economic outcomes through the life of the project.

Sustainable procurement will drive these outcomes. Working closely with Amotai, Aotearoa’s supplier diversity intermediary, has ensured Link Alliance is on track to achieve exceptional social procurement results.

Since July 2019, 46 Māori or Pasifika owned businesses have been awarded construction-related contracts.

Link Alliance has also supported socially innovative businesses, engaging with these businesses on more than 40 occasions since work began on C3 (Main Tunnel, Stations, Western Line Connection and Rail Systems).

The total cumulative spend to date with Māori and Pasifika owned businesses is more than $95 million, equating to six per cent of the total project spend.

These figures exclude other Māori and Pasifika businesses where Link Alliance facilitated the award of subcontracts.

Future Workforce

With women making up just 13 per cent of Aotearoa’s construction workforce, Link Alliance launched a new programme called Scaffolding Through Sisterhood in April 2022.

This programme is designed to encourage more women to work in the sector. Eight high school wāhine completed Scaffolding Through Sisterhood this financial year. This involved direct CRL experience and career opportunities in the wider construction sector.

The next cohort will run in the 2023 July and October school holidays.

City Rail Link Ltd Annual Report 2023 39
SUSTAINABILITY & SOCIAL OUTCOMES

Spotlight on asset completion and transfers

Te āta titiro ki te whakaotinga o ngā rawa me ngā whakawhitinga

As a special purpose vehicle established solely to deliver the CRL project, CRL Ltd will not own, operate, nor maintain assets which are completed and delivered under the various CRL contracts. Rather, following completion of the project, the intention of the CRL Sponsors is for all assets to be handed over to the ultimate asset owners. This is primarily KiwiRail and Auckland Transport but also Auckland Council, Healthy Waters and Watercare. Most infrastructure assets will be handed over to the asset owner following Practical Completion of the Link Alliance C3 contract (the largest CRL contract). However, several assets have been or will be handed over before that date. For example the C6 Stormwater Main contract, or when a separable portion (discrete portion or stage) of a contract is completed such as the six separable portions of the North Auckland Line (NAL) under the C3 contract.

The early transfer of assets (on completion of a separable portion of a contract) is beneficial for the contractor, the ultimate asset owner and CRL Ltd. For the contractor, there is formal recognition that the works are complete (except for minor “snagging” defects). The contractor is relieved of maintenance and insurance obligations, and the relevant defects liability period (DLP) commences. Depending on the contract and complexity of the works, the DLP can be anywhere from 12 to 24 months. Over this period, the contractor is obligated to remedy defects identified by the asset owner. The ultimate asset owner is given access to an asset earlier than it would be otherwise and is able to utilise and operate that asset.

For CRL Ltd, early handovers allow the focus to shift to the remaining works and help to alleviate the pressure of all assets being handed over at the same time on CRL project completion.

Council (including Healthy Waters & Watercare) Auckland Transport

City Rail Link Ltd Annual Report 2023 40
0 $50m $100m $150m $200m $250m $300m $350m $400m
KiwiRail FY23 (3 transferred) FY22 (7 transferred) FY21 (6 transferred) FY19 & FY20 (3 transferred) Ultimate Asset Owner Assets transferred include vested assets and third party works. Assets Transferred
Auckland

All parties including CRL Ltd, the contractor, and the ultimate asset owner must work closely together to ensure a successful asset handover.

CRL Ltd has so far successfully transferred 19 assets with an asset value of $721m to 5 different asset recipients. In addition to handing over all built and completed assets, CRL Land and Designations must also be transferred.

CRL Ltd is undertaking a comprehensive land survey programme that is unprecedented in New Zealand in terms of scale and complexity.

CRL Ltd is collaborating with Land Information New Zealand (LINZ) throughout the process to ensure the integrity of ownership and protection of not only the railway stations and tunnel infrastructure but also the subsoil surrounding the infrastructure.

This collaboration has allowed CRL Ltd and LINZ to explore survey innovations that are being applied to CRL which will be helpful to the wider infrastructure industry going forward.

City Rail Link Ltd Annual Report 2023 41
COMPLETION AND TRANSFERS
Porters Avenue Bridge, Mt Eden transferred to Auckland Transport ownership in May 2023
City Rail Link Ltd Annual Report 2023 42
Workers celebrate Matariki by enjoying some fry bread

CRL Ltd as a Good Employer CRL Ltd hei Kaitukumahi Pai

CRL Ltd is made up of talented professionals who work together to deliver high performance for the CRL project. CRL Ltd employees are responsible for overseeing the project and work collaboratively with Link Alliance to ensure that the project’s multiple construction contracts continue to be delivered on time and that targets are achieved.

The latest employee survey found that staff remain aligned with the project’s vision and purpose. The majority of team members surveyed felt acknowledged in their roles and have a clear understanding of how each position contributes to the project’s success.

Approximately half of CRL Ltd’s employees are seconded to Link Alliance and are situated in Link Alliance’s head office, so it’s important that our employees remain connected. Team huis and social club events are organised so co-workers can get to know each other better, both personally and professionally. At the monthly team hui, the Senior Leadership Team share key updates and celebrate project milestones. Company values certificates are awarded to colleagues who have gone above and beyond to support the wider team.

CRL Ltd’s wellbeing programme supports the development of a healthy working environment to encourage improvements in morale and employee

wellbeing. Wellbeing initiatives have included participating in Round the Bays, skin checks, fundraising morning teas and offering free pilates classes to support a local business.

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 invests in professional development and encourages employees to identify learning opportunities that not only benefit the project, but also expand personal growth.

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

Mahia te mahi hei painga hei oranga

mo tatou kātoa

To do the work, for the good of everyone

City Rail Link Ltd Annual Report 2023 43
CRL LTD AS A GOOD EMPLOYER
Left to Right: Adrian Pettit (Te Ākitai Waiohua), Berenize Peita (Whakarerenga o ngā Hua Pāpori), Thomas Rawiri (Ngāi Tai ki Tāmaki)
City Rail Link Ltd Annual Report 2023 44
Render of Maungawhau Station

Development Opportunities Ngā Whai Wāhitanga Whanaketanga

“City Rail Link is the foremost transformational place-shaping project in Auckland”

– The Auckland Plan 2050

Investment in the CRL project has unlocked an opportunity to develop exemplary, sustainable urban growth on public landholding around Te Waihorotiu Station, Karanga-a-Hape Station and Maungawhau Station.

With the groundwork for oversite development laid by CRL Ltd’s master plans for each station precinct, the project has now entered the next phase of work. The work around Karanga-a-Hape Station and Maungawhau Station is being jointly led by Eke Panuku and Kāinga Ora with assistance from CRL Ltd. It has involved community and stakeholder engagement and has resulted in the finalisation of a development response (awaiting approval by the Sponsors) for the station precincts.

Once approved, more detailed analysis will be required including confirmation of the delivery mechanisms and programme.

CRL Ltd is actively progressing work on the design for the reinstatement of the streetscapes and urban realm surrounding the stations. It is also continuing to work with Auckland Council, Auckland Transport, Watercare and other utility providers to ensure that the infrastructure needed to enable the development of the public landholdings around the stations is in place.

CRL Ltd continues to work closely with the Sponsors on the funding from property sales per the PDA and the expected timing of this funding.

City Rail Link Ltd Annual Report 2023 45
DEVELOPMENT OPPORTUNITIES

Communications and Engagement

Ngā Whakawhitiwhiti Kōrero me te Kōrerorero Tahi

CRL Ltd and Link Alliance keep multiple stakeholders informed of the project's progress and impacts using a range of communication channels

CRL Ltd is committed to delivering a high level of communications and engagement to help ensure widespread understanding of the project, its benefits and potential impacts.

The CRL project developments are actively and regularly communicated via social media, media releases, e-newsletters, Community Liaison Group (CLG) meetings, site tours and public events.

Aside from keeping our project Sponsors, partners, neighbours, businesses and the community informed, CRL creates and supports a range of initiatives.

These include social impact initiatives as well as campaigns to support businesses impacted by construction.

Tunnel boring breakthrough

Extensive coverage in media and on social channels publicised the tunnel boring machine's final breakthrough at Te Waihorotiu Station. This significant milestone in September 2022 marked the end of the tunnel boring phase and the completion of the 3.45-kilometre long twin tunnels.

City Rail Link Ltd Annual Report 2023 46
Final breakthrough of tunnel boring machine Dame Whina Cooper at Te Waihorotiu Station

Small Business Support Programme

Link Alliance's Small Business Support Programme (SBSP) is a targeted, individualised support programme for small businesses disrupted by CRL construction near Te Waihorotiu and Karanga-a Hape Stations.

Developed in partnership with the Karangahape Road Business Association and Heart of the City, SBSP offers independent business advice and a microgrant of up to $3,000 per year. Businesses are supported across six categories: digital marketing, outdoor dining, business adaptation, activations, signage/advertising and wellbeing.

The successful SBSP 2021 pilot saw the programme continued in 2022, and in 2023 it was expanded by Auckland Council to provide support for small businesses across the wider midtown area.

Northern Line Bar and Social Small Business Support Programme Case study

In late 2019 works in Beresford Square began with tree removals which included the removal of a mature London plane tree in front of the Northern Line. This was followed by intensive activity near the business, including saw-cutting, excavation and hydro-vac use, right up to the front door. The Northern Line Bar and Social remained reliant on its outdoor dining area to attract most of its customers despite the outdoor dining area becoming smaller and less appealing.

The SBSP was used to buy outdoor heaters that could be fixed to the canopy above the outside area, not taking up valuable space, and creating a warm and inviting environment for patrons.

Testimonial

“It helped us as a business but also added some value to our customers… Our outside area easily takes 50-60 per cent of our trade. During winter it can get really cold so having those heaters has been a godsend.”

2022

The Targeted Hardship Fund

The THF is designed to support small businesses experiencing genuine financial hardship from major and sustained CRL construction disruption surrounding the Te Waihorotiu Station, Karanga-aHape Station and Maungawhau Station sites. The fund is the first of its kind in New Zealand to be offered during the construction of a large infrastructure project.

Project Sponsors – Auckland Council and the NZ Government – announced the $12 million ex gratia THF in early September 2021 to support businesses neighbouring the new stations. The THF is governed by high-level guidelines which are set by the Sponsors. The fund is managed by CRL Ltd and administered by project management company, TSA Management, on its behalf.

In the period to 30 June 2023, the THF made payments to 54 businesses (50 in FY22) totalling $3.2m ($2.0m in FY22). Total payments made since THF launched in early September 2021 amount to $5.2m.

City Rail Link Ltd Annual Report 2023 47
COMMUNICATIONS & ENGAGEMENT
Northern Line Bar and Social in Beresford Square

Wellbeing initiatives

Link Alliance implemented a range of wellbeing initiatives to help mitigate the impacts of Block of Line (BOL) when trains stop running - so work can be carried out 24/7, usually over statutory holidays and Sundays.

In Maungawhau, community initiatives included free Mr Whippy ice creams and free coffees supplied by local businesses. ‘Movies in Maungawhau’ entertained family and friends over the Christmas BOL featuring train themed movies.

Hoardings promote artistic flair

CRL is not only Aotearoa New Zealand’s largest transport infrastructure project but also aims to be the greatest public art project.

Local artists are engaged to beautify public hoardings around the various CRL construction sites with kilometres of art-adorned hoardings for passersby to admire.

Artworks on hoardings add another layer of vibrancy to communities surrounding Maungawhau, Karanga-a-Hape and Te Waihorotiu Stations. Collaborations between artists and the Link Alliance aim to engage the public with the project as the future for Auckland takes shape.

In East Street, near the Karanga-a-Hape Station, a 70-metre long hoarding was installed in October 2022 to pay homage to the history of transport and movement in the area.

#FabItUp for World Homeless Day

Our placemaking initiative, Karangahape's Pocket Park, became the location for #FabItUp for World Homeless Day in October 2022. The event was designed to lift the spirits of the local homeless community.

Free haircuts and styling, manicures and makeup were offered to the homeless community. Local hairdressers also volunteered their time to rinse and refresh those taking part.

#FabItup was supported by Link Alliance, women’s circle Te Porohita o Mana Wāhine, Lifewise, Waitematā Local Board, Karangahape Road Business Association and Kāinga Ora.

Support Local

Victoria Street West is in the heart of midtown and filled with a diverse range of businesses. The Link Alliance team at Te Waihorotiu Station produced a large three-by-two metre neon sign on Victoria Street by working with local designer Holly Mafaufau and sign maker Onform Signs.

The sign slogan ‘Support Local’ was seen by thousands of people on foot and in vehicles along Queen Street and Victoria Street East, encouraging visitation to businesses located around the construction site.

City Rail Link Ltd Annual Report 2023 48
East Street hoarding near Karanga-a-Hape Station Support Local neon sign

St Peter’s College rail clean-up

Link Alliance partnered with St Peter’s College and KiwiRail during a Block of Line in September 2022 to venture onto the rail tracks in Maungawhau and host a rail clean-up.

This became a great opportunity for a small group of curious students at St Peter’s College to learn more about the sustainability targets and initiatives.

The team were able to not only raise community awareness about safety in the rail corridor, but also protect and restore the local environment by recycling and disposing of waste. More than 200kgs of litter from a 600m section of the rail corridor around Grafton Station was collected.

Win Win Wednesday

Win Win Wednesday is a Link Alliance local business initiative to support businesses neighbouring the Te Waihorotiu Station. The initiative, which launched in March 2023, involves offering redeemable vouchers to encourage customers in store.

The B1M

The B1M is the world’s largest, most subscribed-to YouTube video channel for construction with more than 24 million views each month. The CRL project featured on the channel this year attracting almost 650,000 views.

Freakout – Halloween on Karangahape Road

Halloween themed events, workshops and music overtook Karangahape in October 2022, with the activities supporting local businesses by encouraging more people to the area. More than 18,000 people were captured by the pedestrian counter at St Kevin's Arcade on 31 October 2022.

Station names campaign

To celebrate the adoption of Te reo Māori station names gifted by the Forum - Maungawhau Station, Te Waihorotiu Station, Karanga-a-Hape Station and Waitematā Station – CRL’s design and naming campaign included design videos featuring mana whenua artists and lead architects for each station and the release of new station renders.

City Rail Link Ltd Annual Report 2023 49
COMMUNICATIONS & ENGAGEMENT
St Peter's College rail clean-up Halloween on Karangahape Road

Heritage

Tuku Ihotanga

CRL Ltd is committed to preserving and protecting the heritage, culture and local character of Tāmaki Makaurau as the CRL is constructed.

Archaeological discoveries uncovered when the tunnels were bored have been carefully investigated and recorded. Heritage New Zealand granted CRL an Archaeological Authority given construction of the twin tunnels passed through recorded archaeological sites.

A wide-range of heritage items have been unearthed during excavations including an old

Albert Street fire bell tower dating back to the 1880s and a trove of treasures during the demolition of the old platform at Maungawhau Station in Mt Eden.

With the completion of tunnel boring in September 2022, no new archaeological discoveries have been found.

Celebrating the heritage of CRL sites

CRL celebrated the Auckland Heritage Festival in October 2022 with guided tours around Maungawhau (Mt Eden), Karangahape Road and the historic Aotea Quarter.

Events were organised in partnership with mana whenua and historian Edward Bennet to show how these precincts - which will be home to Maungawhau Station, Karang-a-Hape Station, and

Te Waihorotiu Station - have transformed through the decades.

With the Heritage Feature focused on Tāmaki Makaurau topography, taonga (treasures) and trailblazers, the CRL held a discovery session looking at the city’s unique topography gleaned from 127 core samples taken as part of ground investigations.

City Rail Link Ltd Annual Report 2023 50
Heritage and archaeology tour at Maungawhau

Historic Harvey Tree to be replanted

A new home has been made for the historic Harvey Tree which had to be removed from Albert St in midtown during CRL construction. The Harvey Tree, an oriental plane tree growing outside 93 Albert Street, was planted in the 1960s or 70s by businessman Les Harvey. The tree had to be removed rather than relocated because its roots were severely intertwined with utilities (gas, water mains, electrical cables) beneath the footpath and it was unlikely to survive.

Cuttings taken from the Harvey Tree are being cultivated in a nursery ready to take the place of their parent tree. A carefully selected cutting will eventually be replanted on Albert Street near the corner of Victoria Street in the first pit of the Te Waihorotiu Station streetscapes programme. The Harvey Tree’s original plinth will be reinstated alongside.

City Rail Link Ltd Annual Report 2023 51
Forming the tree pit's concrete walls on Albert Street
HERITAGE
Harvey tree cutting growing in the nursery

CRL mana whenua partnership Pātuitanga mana whenua o CRL

CRL Ltd’s Mana Whenua Forum is putting the principles of Tiriti o Waitangi (Treaty of Waitangi) into action to help shape the future of public transport in Tāmaki Makaurau Auckland.

The Mana Whenua Forum’s contributions to CRL includes significant collaboration and oversight of on-site wellbeing and sustainable construction practices.

Since the partnership between CRL and the Forum began in 2012, the contribution of Māori mātauranga (cultural values) has been significant.

Forum members have also contributed more widely to the project's cultural vibrancy. This can be seen in the striking designs of the new CRL stations, which acknowledge the storied past of Tāmaki Makaurau while also presenting Auckland as an international city with a state-of-the-art futuristic image.

City Rail Link Ltd Annual Report 2023 52
Paoa ki uta, Paoa ki tai, Paoa ki tua
Karanga-a-Hape Station's ceiling will feature imprints of the pūpurangi (giant Pūrū snail) which lived in Kauri trees historic to the area.
City Rail Link Ltd Annual Report 2023 53
Mana Whenua Forum member Pāora Puru, Ngāti Te Ata Waiohua, speaking at a CRL media conference
MANA WHENUA
The interior and exterior of CRL station designs were shaped by cultural narratives set by our mana whenua

Mana whenua achieves world-first on sustainability

The Mana Whenua Forum has worked with CRL to adapt and adopt the Infrastructure Sustainability Council's (ISC) criteria to reflect New Zealand's cultural context. ISC has recognised this work as a world first.

Mana whenua bring a Te Ao Māori world view (holistic approach) to the CRL project to ensure whakapapa links are acknowledged. This approach also ensures that best practical environmental, sustainable, social and cultural outcomes are achieved.

CRL was awarded a IS Design rating from ISC in May 2023 with a score of 93. This corresponds to a “Leading” rating which is the highest possible in the scheme.

ISC independent assessors highlighted three innovations that were critical to award this highest possible rating. Incorporating Māori cultural values into the IS framework was one of them.

In its Technical Manual, ISC has taken significant steps to recognise the importance of culture, connection and partnership.

The CRL experience and actions have been shared with the infrastructure sector across Australasia and with ISC's international partners.

These changes were inspired by CRL’s world-first innovation, in partnership with the Mana Whenua Forum, to create Mahi Rauora Aratohu – a manual incorporating mana whenua cultural values to guide the project and assess outcomes.

The partnership and development of the Mahi Rauora Aratohu manual has not only delivered great outcomes for the CRL project and the people of Tāmaki Makaurau, but has inspired the further development of the IS Rating Scheme recognising cultural values.

This recognition from ISC is an endorsement of the values and hard mahi CRL Ltd, Link Alliance and the Mana Whenua Forum have brought to New Zealand’s largest transport infrastructure project.

City Rail Link Ltd Annual Report 2023 54
CRL Ltd, Link Alliance and Mana Whenua Forum representatives (past and present) celebrate the Leading ISC C3 Design Certification at ISC Reconnect

Ngāti Whatua Planting programme

The CRL project is committed to contributing to a green, liveable and sustainable city centre. Any trees that need to be removed as part of CRL’s construction will be replaced and additional trees also planted as part of streetscape works around Lower Albert Street and Britomart.

CRL collaborated with Auckland Council and mana whenua on species, spacing, size and locations of replacement trees. Around 18 native tree species are being planted including

pohutukawa, totara, puriri, kahikatea, mapou and mahoe.

A Ngāti Whātua Ōrākei run social enterprise –Pourewa Nursery – was awarded a contract this year for the provision of plants as the project steps up work on the fitout of the new stations. Pourewa Nursery is supplying CRL with more than 4,400 eco-sourced native plants across 51 species.

City Rail Link Ltd Annual Report 2023 55
Missy Tamaariki of Pourewa Nursery caring for one of thousands of native plants
MEET THE CRL STATIONS

CRL Ltd and Mana Whenua Forum Partnership Case Study

Mātai Take i te Pātuitanga o CRL Ltd me te Rūnanga Mana Whenua

CRL Ltd and the Mana Whenua Forum have produced a bi-lingual case study on its ground-breaking partnership so that developers of other infrastructure projects can benefit from the experience.

The overwhelming sentiment is that the partnership is highly valued by all parties and is an exemplar for others.

The case study was finalised in June 2023, and is based on interviews with Forum members (past and present), CRL Ltd executives, an independent advisor and mana whenua artists.

The partnership's shared vision is to achieve industry leading standards for transport, design, social outcomes, sustainability, environmental, health & safety, and wellbeing.

This united vision, along with collaboration and mutual respect, has led to a genuine desire to engage and strive for the best results for the project, the people, and the future of Tāmaki Makaurau.

Mana whenua have been integral to the CRL project from the very beginning with a commitment to sustainability and kaitiakitanga.

The Forum uses its authority with real responsibility and continually acts as a partner to take the project forward.

In 2012, 19 Tāmaki Makaurau iwi were invited to be kaitiaki for the new CRL. Eight took up the position. 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, Ngāti Whātua Ōrākei.

Five Pou

The case study is set out under the headings of five pou which are the pillars or principles developed by the Forum to clarify the outcomes it would like to see for iwi from the project.

Each pou is equally important, and mana whenua aspirations can only be achieved when project activity is integrated across the five pou. Mana whenua iwi representatives see their role as kaitiaki for the project, developing five pou which embrace the key areas of interest and focus.

City Rail Link Ltd Annual Report 2023 56
RANGATIRATANGA Governance RANGATIRATANGA Governance WHAKAPAPA Culture & Identity WHAKAPAPA Culture & Identity TE TAIAO Natural Environment TE TAIAO Natural Environment ORANGA Wellbeing ORANGA Wellbeing WHAI
EconomicWHAI
Economic
RAWA
RAWA

1. Rangatiratanga (Governance)

He tirohanga whānui tā ngā iwi. Ko ngā tīpuna ki tērā pokohiwi, ko te mokopuna ki tērā atu

Iwi have a very long-term view.

Mana whenua carry their tūpuna on one shoulder and their mokopuna on the other

While the partnership's Guiding Principles is its founding document, it is through mutual respect, communication and collaboration that the partnership has flourished.

Guiding Principles include an introduction about the formation of the relationship, the key objectives, the membership, the structure, the decision-making processes and the five pou agreed by the Forum.

The Guiding Principles includes the te ao Māori worldview, honouring Te Tiriti o Waitangi principles of partnership, participation, and protection. The partnership’s Guiding Principles close with kaitiaki because mana whenua are the guardians of the land and water. There’s a commitment to inclusion and diversity, to honour the past and the present and protect for the future.

2. Whakapapa (Culture & Identity)

Inā kei te mōhio koe ko wai koe, I anga mai koe i hea, kei te mōhio koe

Kei te anga atu ki hea

If you know who you are and where you are from, then you will know where you are going

The overall theme for the CRL project’s concept design is the Māori creation narrative of primordial parents Ranginui (Sky Father) and Papatūānuku (Earth Mother) and the emergence of Te Ao Mārama from Te Pō (the darkness) and Te Kore (the realm of potential being, the void).

Mana whenua narratives are expressed within each of the station’s designs by including a sky element, earth element, and a third element which separates earth and sky.

The designs for the new stations and precincts were shaped by narratives set by mana whenua artists and leaders in collaboration with CRL Ltd.

In 2017, the Mana Whenua Forum gifted CRL with four names for our stations. Maungawhau, Karanga-a-Hape, Te Waihorotiu and Waitematā reflect the mythology, atua, and people of the landscapes.

These names, which were formally adopted in March 2023, represent important elements of iwi tradition and heritage. They also reflect significant geographical features around the stations.

As part of the design approach, seven Te Aranga Māori design principles have been adopted. These being;

Mana, Whakapapa/Whakamana, Tohu, Taiao, Mauri tū, Mauri toi and Ahi kā.

The station designs and names bring historical, cultural, and geographical relevance and have been met with much positivity by CRL Ltd's stakeholders, including dignitaries and the public due to the emphasis CRL Ltd has put on telling these evocative stories.

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PARTNERSHIP CASE STUDY

3. Te Taiao (Natural Environment)

I tirohia ki te ISC me ā rātou hūrokurokunga, me te kōrero anō kia whakauru atu ngā ahurea o ngā mana whenua. He tuatahi o te ao

We took an Australian sustainability certification system and reworded it to include mana whenua cultural interests. That was a world first

The Mana Whenua Forum brings a holistic approach to the CRL project which makes sure whakapapa links are acknowledged and the best practical environmental, sustainability, social and cultural outcomes are achieved.

This has seen a wide range of positive results, including innovative solutions to the treatment and discharge of construction water, exceptional re-use and recycling of construction materials, and a significant reduction in waste being sent to landfills.

As kaitiaki, mana whenua have a genealogical link to the land and are committed to preserving and respecting our natural environment. Taking care of Papatūānuku, (Earth Mother), who provides our home, water and food is integral to this. If we look after Papatūānuku – she will look after us.

In a world-first, CRL Ltd and the Mana Whenua Forum took the ISC sustainability certification system and reworded it to include mana whenua cultural interests.

ISC’s Infrastructure Sustainability technical manual now incorporates these and is being shared across Australasia and with its partners globally.

Forum leadership of environmental aspects of the project has resulted in international recognition of the outstanding outcomes achieved by CRL Ltd and Link Alliance. This includes the ‘Leading' As Built rating for C1; an independent verification of the project’s outstanding sustainability outcomes.

City Rail Link Ltd Annual Report 2023 58
Paoa ki uta, Paoa ki tai, Paoa ki tua
Adrian Pettit Te Ākitai Waiohua Harley Wade Ngāti Pāoa Edith Tuhimata Ngāti Tamaoho Kingi Makoare Ngāti Whātua Ōrākei Thomas Rawiri Ngāi Tai ki Tāmaki Pāora Puru Ngāti Te Ata Waiohua Geoff Cook Ngāti Maru Josie Wall Te Kawerau ā Maki

4. Oranga (Wellbeing)

Mahia te mahi, hei painga hei oranga mō tātou katoa

To do the work, for the good of everyone

CRL’s Health and Safety team support each of the project’s construction sites to ensure our people are safe. Workers are protected from both a traditional safety and wellbeing perspective and the Mana Whenua Forum has been central to how this is designed and delivered.

Following feedback from the Forum, CRL Ltd is recasting its joint strategy around health, safety and environment to include wellbeing. Forum members identified that protecting the mental health of our people is just as important as their physical health.

The vision statement is a whakataukī, ‘Mahia te mahi, hei painga hei oranga mō tātou katoa’, which means ‘To do the work, for the good of everyone’. This has become a crucial foundation of the strategy. Initiatives such as Mates in Construction (a suicide prevention and early intervention programme) and the Resilience Project (providing wellbeing programmes and strategies) may have happened without the Mana Whenua Forum's input but CRL Ltd may not have got there as quickly, or pursued these initiatives with the same energy, enthusiasm, and confidence.

Health and safety means keeping CRL sites safe in many ways. Sites were blessed after they were restarted following Covid-19 lockdowns which became important moments for workers who were uncomfortable returning otherwise.

5. Whai Rawa (Economic)

Nāu te rourou, nāku te rourou, ka ora ai te iwi

With your basket, and my basket, the people will thrive

The shared vision of CRL Ltd and the Mana Whenua Forum is to achieve industry leading standards for transport, design, social outcomes, sustainability, environmental, health, safety, and wellbeing.

CRL Ltd’s vision is to create positive social community outcomes and to promote diversity in the transport infrastructure sector.

One of the most powerful ways to achieve this is to support Māori and Pasifika businesses, and use targeted training and job opportunities to remove employment barriers for mana whenua, as well as Māori, Pasifika, and young people.

Companies and contractors working with CRL Ltd are required to demonstrate how they are helping to achieve these social outcomes.

There are many small Māori and Pasifika-owned businesses with direct contracts with the project –all of them successful.

To date, six per cent of Link Alliance’s total spend has been with Māori and Pasifika-owned sub-contractors and suppliers. This has involved contracts with 46 businesses worth $95 million.

City Rail Link Ltd Annual Report 2023 59
PARTNERSHIP CASE STUDY

Pātuitanga mana whenua o CRL

Kei te whakatinanahia e te Rūnanga Mana Whenua o CRL Ltd ngā mātāpono o Te Tiriti o Waitangi hei āwhina ki te whakaahua i te anamata o te tūnuku tūmatanui i Tāmaki Makaurau.

I roto i ngā tautoko a te Rūnanga Mana Whenua ki te CRL ko te tino mahi tahi me te whakahaere i te oranga me ngā tikanga hangatanga toitū i te wāhi mahi.

Mai i te tīmatanga o te pātuitanga i waenga i te CRL me te Rūnanga i te tau 2012, he nui te tautoko a te mātauranga Māori.

He nui ake te tuku whakaaro a ngā mema o te Rūnanga ki te ahurea ngangahau o te kaupapa. Ka kitea tēnei i ngā hoahoa rerehau o ngā teihana CRL hou, e whakamana ana i te hitori whakahirahira o Tāmaki Makaurau me te whakaata i a Tāmaki Makaurau hei tāonenui ā-ao mā tētahi atahanga anamata tino hou rawa.

City Rail Link Ltd Annual Report 2023 60
Paoa ki uta, Paoa ki tai, Paoa ki tua
Ka whakaatu te tāhū o Te Teihana o Karanga-a-Hape i ngā hāraunga o te pūpurangi i noho i roto i ngā kauri taketake ki te takiwā.
City Rail Link Ltd Annual Report 2023 61
Mema o te Rūnanga Mana Whenua a Pāora Puru, Ngāti Te Ata Waiōhua, e kōrero ana i tētahi hui pāpāho a te CRL
MANA WHENUA
I ahuahutia ngā hoahoa o ngā wāhanga o roto, o waho hoki o te teihana CRL e ngā kōrero tuku iho i whakatauhia e te mana whenua.

Ka eke i ngā mana

whenua te

toitūtanga tuatahi o te ao

I mahi tahi te Rūnanga Mana Whenua me CRL kia urutau me te whakamana i ngā whakaritenga o te ISC hei whakaata i te horopaki ahurea o Aotearoa. E mōhio ana te ISC he tuatahi ēnei mahi i te ao katoa.

He tirohanga Māori tā ngā mana whenua ki te kaupapa CRL hei whakarite ka whakamanatia ngā hono whakapapa. Ka whakarite tēnei aronga ka tutuki ngā putanga taiao, toitū, pāpori, me te ahurea.

I whakawhiwhia a CRL ki te Whakatauranga

Hoahoa (IS) Toitū Tūāhanga mai i ISC i te marama o Mei 2023 me te tatau o te 93. E hāngai ana tēnei ki tētahi whakatauranga "Kaiārahi", a koinei te mea teitei rawa i roto i te kaupapa.

I whakaarahia e ngā āteha motuhake a ISC ngā auahatanga e toru he mea hira mō te whakawhiwhi i te whakatauranga teitei rawa. Ko te whakauru mai i ngā uara ahurea Māori ki te anga IS tētahi.

I roto i te Aratohu Hangarau he nui ngā mahi a ISC ki te whakamana i te hiranga o te ahurea, te hononga me te pātuitanga.

He mea tuari ngā wheako me ngā mahi a CRL ki te rāngai tūāhanga o Ahitereiria me Aotearoa me ngā pātui ā-ao o ISC.

I ahu mai te whakaaro mō ēnei huringa i ngā auahatanga tuatahi o te ao a CRL, e mahi tahi ana me te Rūnanga Mana Whenua ki te hanga i te Aratohu Rauora Mahi; he aratohu e whakauru mai ana i ngā uara ahurea mana whenua hei ārahi i te kaupapa me te aromatawai i ngā putanga.

I tua atu i te whakarato i ngā putanga tino rawe i te pātuitanga me te waihanga i te aratohu Mahi Rauora Aratohu mō te kaupapa CRL me ngā tāngata o Tāmaki Makaurau, kua whakawhānuitia haeretia ngā uara ahurea whakamana i te Kaupapa Whakatauranga a IS.

He tino taunaki te aromatawai motuhake a ISC i ngā uara me ngā mahi nunui a CRL Ltd me Link Alliance mō te kaupapa tūāhanga tūnuku nui rawa o Aotearoa.

City Rail Link Ltd Annual Report 2023 62
Ka whakanuitia e CRL, Link Alliance me ngā māngai o te Rūnanga Mana Whenua (o mua me nāianei) te Tiwhikete Hoahoa C3 ISC Kaiārahi i Reconnect ISC

Te kaupapa Whakatipu a Ngā Whātua

E pūmau ana te kaupapa CRL ki tētahi pokapū tāonenui kākāriki, pai te noho, toitū hoki. Ko ngā rākau ka whakawāteahia i roto i ngā mahi hangatanga a CRL ka whakakapihia, ā, ka whakatipuria anō ngā rākau i roto i ngā mahi horanuku mō te tiriti e pae ana i Lower Albert Street me Britomart.

I mahi tahi a CRL me Te Kaunihera o Tāmaki Makaurau me ngā mana whenua mō ngā momo, ngā wehewehenga, rahi, me ngā wāhi mō ngā rākau whakakapi. Tata ki te 18 ngā momo

rākau māori kei te whakatipuria tae atu ki te pohutukawa, tōtara, puriri, kahikatea, me te māhoe.

I whakawhiwhia a Pourewa Nursery – he umanga pāpori e whakahaerehia ana e Ngāti Whātua Ōrākei – te kirimana i tēnei tau mō te whakarato i ngā tipu i te whānui haeretanga o ngā mahi mō te whakarākei haere i ngā teihana hou. Kei te whakarato a Pourewa Nursery i ngā tipu māori neke atu i te 4,400 i whakatipuria tūturutia mai i ngā momo 51.

City Rail Link Ltd Annual Report 2023 63
Ko Missy Tamaariki o Pourewa Nursery e tiaki ana i tētahi o ngā tipu māori tini mano
MANA WHENUA

Mātai Take i te Pātuitanga o CRL Ltd me te Rūnanga Mana Whenua

Kua whakaputaina e CRL Ltd me te Rūnanga Mana Whenua tētahi mātai take reorua mō tōna pātuitanga tino hou rawa kia whai hua ai ētahi atu kaiwhakawhanake kaupapa tūāhanga mai i tēnei wheako.

Ko te whakaaro o te nuinga he tino hira te pātuitanga ki ngā taha e rua, ā, he tauira mō ētahi atu.

I whakaotihia te mātai take i te Hune 2023, ā, i takea mai i ngā uiui i ngā mema o te Rūnanga (o mua me nāianei), ngā kaihautū CRL Ltd, he kaitohutohu motuhake me ngā tohunga mana whenua.

Ko te matakitenga ngātahi a te pātuitanga kia taea ngā paerewa hautū o te ahumahi mō te tūnuku, hoahoa, ngā putanga pāpori, toitūtanga, taiao, hauora me te haumaru, me te oranga.

Ko tēnei matakitenga ngātahi, me te mahi tahi me te whakaaronui tētahi ki tētahi, i puta te tino hiahia ki te kōrerorero tahi me te ngana mō ngā otinga pai rawa mō te kaupapa, ngā tāngata, me te anamata o Tāmaki Makaurau.

He mea hira te mana whenua ki te kaupapa CRL mai i te tīmatanga me te pūmau ki te toitūtanga me te kaitiakitanga.

Ka whakamahia e te Rūnanga tōna mana me te kawenga tūturu me te noho hei hoa pātui hei kawe

whakamua i te kaupapa.

I te tau 2012, i puta te tono ki ngā iwi 19 o Tāmaki Makaurau kia noho hei kaitiaki mō te CRL hou. E waru i whakaae ki tēnei tūranga. Ko ngā mema o te Rūnanga ko Te Ākitai Waiohua, Te Kawerau ā Maki, Ngāti Maru, Ngāti Paoa, Ngāi Tai ki Tāmaki, Ngāti Tamaoho, Ngāti Te Ata Waiohua, Ngāti Whātua Ōrākei.

Ngā Pou e Rima

E takoto ana te mātai take i raro i ngā upoko o ngā pou e rima, ā, koinei ngā pou, ngā mātāpono rānei i hangaia e te Rūnanga hei whakamārama i ngā putanga ka hiahia ki te kite mō te iwi mai i te kaupapa.

He mea hira tēnā pou me tēnā pou, ā, ka taea anake ngā wawata o te mana whenua ina whakaurua mai ngā mahi o te kaupapa i roto i ngā pou e rima. E ai ki ngā māngai o ngā mana whenua ko tā rātou mahi hei kaitiaki mō te kaupapa, he waihanga i ngā pou e rima e kauawhi ana i ngā wāhi hira e kaingākau ana, arotahi hoki.

City Rail Link Ltd Annual Report 2023 64
RANGATIRATANGA Governance RANGATIRATANGA Governance WHAKAPAPA Culture & Identity WHAKAPAPA Culture & Identity TE TAIAO Natural Environment TE TAIAO Natural Environment ORANGA Wellbeing ORANGA Wellbeing WHAI RAWA EconomicWHAI RAWA Economic

1. Rangatiratanga (Mana Whakahaere)

He tirohanga whānui tā ngā iwi.

Ko ngā tīpuna ki tērā pokohiwi, ko te mokopuna ki tērā atu

He tirohanga wā roa tā ngā iwi.

Kei runga i te mana whenua ō rātou tūpuna i tētahi pokohiwi me ā rātou mokopuna i tērā atu

Ahakoa ko Ngā Tikanga Ārahi o te pātuitanga tōna tuhinga tūāpapa, nā te whakaaronui tētahi ki tētahi, whakawhitiwhiti kōrero me te mahi tahi i puāwai te pātuitanga.

Kei roto i Ngā Tikanga Ārahi ko te kōrero whakataki mō te tuitui hononga, ngā whāinga hira, ngā mema, te āhua, ngā hātepe whakatau tikanga me ngā pou e rima i whakaaetia e te Rūnanga.

Kei roto i Ngā Tikanga Ārahi ā mātou me te tirohanga ao Māori, te whakahōnore i ngā mātāpono o Te Tiriti o Waitangi o te pātuitanga, whai wāhitanga, me te whakamaru. Ka kati Ngā Mātāpono Ārahi o te pātuitanga me te kaitiaki i te mea ko ngā mana whenua te kaitiaki o te whenua me te wai. E pūmau ana ki te wairua manaaki me te kanorau, te hōnore i te onamata, te inamata me te tiaki i te anamata.

2. Whakapapa (Ahurea me te Tuakiri)

Inā kei te mōhio koe ko wai koe, I anga mai koe i hea, kei te mōhio koe Kei te anga atu ki hea

Ko te kaupapa whānui a CRL mō te hoahoa ariā whānui ko ngā kōrero mō te orokohanga o te ao a te Māori, arā mō Ranginui rāua ko Papatūānuku me te putanga ki Te Ao Mārama mai i Te Pō me Te Kore.

Ka kitea ngā kōrero a te mana whenua i roto i ngā hoahoa o tēnā teihana, o tēnā teihana mā te whakauru mai i tētahi āhuatanga o te rangi, te whenua me te āhuatanga tuatoru e wehe ana i te rangi me te whenua.

Ko ngā hoahoa mō ngā teihana hou, takiwā hoki i ahu mai i ngā kōrero a ngā tohunga toi me ngā rangatira mana whenua i te taha o CRL Ltd. I te tau 2017, i tukuna e te Rūnanga Mana Whenua ngā ingoa e whā mō ō tātou teihana ki a CRL.

E whakaata ana a Maungawhau, Karanga-a-Hape, Te Waihorotiu me Waitematā i ngā kōrero tuku iho, ngā atua, me ngā iwi o te whenua.

E whakaatu ēnei ingoa, i whakamanahia i te marama o Maehe 2023, i ngā āhuatanga hira o ngā tikanga me te tuku ihotanga o te iwi. E whakaata anō ki ngā āhuatanga ā-rohe hira e pae ana i ngā teihana.

I roto i te aronga hoahoa, e whitu ngā mātāpono hoahoa o Te Aranga kua whakamanahia. Arā, ko te; Mana, Whakapapa/Whakamana, Tohu, Taiao, Mauri tū, Mauri toi me te Ahi kā.

Ko tā ngā hoahoa me ngā ingoa o ngā teihana e hāngai ana ki te hitori, ahurea, rohe hoki i tino rata ai te hunga whai pānga o CRL Ltd, tae atu ki ngā rangatira me te iwi whānui nā te whakaū a CRL Ltd i ēnei kōrero pūkare.

City Rail Link Ltd Annual Report 2023 65
PARTNERSHIP CASE STUDY

3. Te Taiao

I tangohia e mātou tētahi pūnaha tiwhikete toitū o Ahitereiria ka whiria ngā kōrero kia uru atu ko ngā tikanga o ngā mana whenua. He tuatahitanga tērā mō te ao

He aronga matawhānui tā te Rūnanga Mana Whenua ki te kaupapa CRL hei whakarite ka whakamanahia ngā hononga whakapapa, ā, kia taea ai ngā putanga taiao, toitūtanga, pāpori, ahurea hoki.

Nā tēnei kua kitea ngā tūmomo otinga pai, tae atu ki ngā otinga auaha mō te whakapai me te tuku i te wai hangatanga, te rawe o te whakamahi anō me te tukurua i ngā rauemi hangatanga me tētahi hekenga nui o ngā para e tukuna atu ana ki ngā ruapara.

Hei kaitiaki, he hononga whakapapa tō ngā kaitiaki mana whenua ki te whenua, ā, kei te pūmau ki te tiaki me te whakaaronui i tō tātou taiao tūturu. He mea taketake te tiaki i a Papatūānuku mō tēnei, inā rā i ahu mai tō tātou kāinga i a ia, te wai me ngā kai.

Mēnā ka tiakina e tātou a Papatūānuku – ka tiakina tātou e ia.

Ko te mea tuatahi i te ao, i whiria e CRL Ltd me te Rūnanga Mana Whenua te pūnaha tiwhikete o te ISC kia uru atu ko ngā tikanga o ngā mana whenua.

Ka whakaurua mai ināianei e te aratohu hangarau Toitū Tūāhanga a ISC ēnei, ā, kua tuarihia puta noa i Ahitereiria me Aotearoa me ōna hoa pātui i te ao katoa.

Nā te hautū o te Rūnanga i ngā āhuatanga taiao o te kaupapa i whakamanatia i tāwāhi ngā putanga tiketike i taea e CRL Ltd me Link Alliance. Kei roto i tēnei ko te whakatauranga Hanga 'Mātāmua' mō te C1, he whakatūturutanga motuhake o ngā putanga toitūtanga rawe o te kaupapa.

City Rail Link Ltd Annual Report 2023 66
Paoa ki uta, Paoa ki tai, Paoa ki tua
Adrian Pettit Te Ākitai Waiohua Harley Wade Ngāti Pāoa Edith Tuhimata Ngāti Tamaoho Kingi Makoare Ngāti Whātua Ōrākei Thomas Rawiri Ngāi Tai ki Tāmaki Pāora Puru Ngāti Te Ata Waiohua Geoff Cook Ngāti Maru Josie Wall Te Kawerau ā Maki

4. Oranga

Mahia te mahi, hei painga hei oranga mō tātou katoa

Ka tautoko te rōpū Hauora me te Haumaru o CRL i ia o ngā wāhi hangatanga kia mātua haumaru ai te tangata. Ka tiakina ngā kaimahi mai i te tirohanga haumaru me te oranga tūturu, otirā he wāhanga hira tō te Rūnanga Mana Whenua ki te āhua i hangaia ai, i whakaratoa ai tēnei.

Whai muri i te urupare mai i te Rūnanga, kei te whakahoutia e CRL Ltd tana rautaki ngātahi mō te hauora, haumaru me te taiao kia uru mai ai te oranga. I whakatau ngā mema o te Rūnanga he rite tonu te hira o te tiaki i te hauora hinengaro o ō tātou tāngata ki tō rātou hauora tinana.

He whakataukī te matakitenga 'Mahia te mahi, hei painga hei oranga mō tātou katoa'. Koinei te tūāpapa taketake o te rautaki.

Ahakoa ka tū tonu pea ngā kaupapa pērā i te Mates in Construction (he kaupapa ārai me te wawao tōmua i te mate whakamomori) me te Reslience Project (he whakarato kaupapa oranga me te rautaki) mēnā kāore i uru mai te Rūnanga Mana

Whenua engari kāore pea i pērā rawa te tere tutuki i a CRL Ltd, i rikarika rānei, i ngangahau, i ngākau titikaha rānei.

Ko te tikanga o te hauora me te haumaru me whakarite ka noho haumaru ngā wāhi CRL mā ngā āhuatanga maha. I whakawāteahia ngā wāhi i muri i te tīmatanga anō o ngā mahi whai muri i ngā noho rāhui o te Kowheori-19, ā, he wā hira ēnei mō ngā kaimahi kāore nei i tau ki te hoki ki te mahi ki te kore e mahia.

5. Whai Rawa

Nāu te rourou, nāku te rourou, ka ora ai te iwi

Ko te matakitenga ngātahi a CRL Ltd me te Rūnanga Mana Whenua he whakatutuki i ngā paerewa hautū o te ahumahi mō te tūnuku, hoahoa, ngā putanga pāpori, toitūtanga, taiao, hauora me te haumaru, me te oranga.

Ko te matakitenga a CRL Ltd he hanga putanga hapori pai mō te hapori me te whakatairanga i te kanorautanga i roto i te rāngai tūāhanga tūnuku.

Ko tētahi o ngā āhuatanga kaha rawa atu hei whakatutuki i tēnei he tautoko i ngā pakihi Māori me te Pasifika, me te whakamahi whai wāhitanga whakangungu me te mahi hei turaki i ngā tauārai whai mahi mō ngā mana whenua, tae atu ki te Māori, Pasifika, taiohi hoki.

E herea ana ngā kamupene me ngā kaikirimana e mahi tahi ana me CRL Ltd ki te whakaatu kei te pēhea tā rātou āwhina ki te whakatutuki i ēnei putanga pāpori.

I tēnei wā, he ono ōrau o ngā whakapaunga katoa a Link Alliance i pau ki ngā kirimana-āpiti me ngā kaiwhakarato Māori me te Pasifika. Kei roto i tēnei ko ngā kirimana 46 he $95 miriona te wāriu.

City Rail Link Ltd Annual Report 2023 67
PARTNERSHIP CASE STUDY

CRL Ltd's Corporate Structure Te Hanganga Rangatōpū o CRL Ltd

CRL Ltd is a Crown Entity established to manage the delivery of the CRL.

CRL Ltd was established as an operating company on 1 July 2017. Establishment followed an agreement by the New Zealand Government (the Crown) and Auckland Council to jointly fund the project. Previously, Auckland Council and Auckland Transport – a Council Controlled Organisation –were responsible for the delivery of CRL. 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’s shareholders are the Crown, acting by and through the Ministers of Finance and Transport, and Auckland Council. The Crown holds 51 per cent of the voting shares, and Auckland Council holds the remaining 49 per cent. Each shareholder contributes 50 per cent of the cost of the CRL project by way of equity contribution. CRL Ltd is not a Council Controlled Organisation.

The company’s Board has five non-executive directors appointed by the shareholders, following Cabinet and Auckland Council Governing Body approval.

The Board is committed to a high standard of corporate governance and regulatory compliance in guiding and monitoring CRL Ltd’s activities. It carries out its 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, the Board has two standing committees:

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

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

City Rail Link Ltd Annual Report 2023 68
Tracks being laid at Waitematā Station

CRL Ltd’s Chief Executive, who is accountable to the Board, has responsibility for the management, operation, and administration of CRL Ltd. The Chief Executive has appointed a leadership team to provide direction and oversight of the project, which is managed through a series of workstreams. CRL Ltd has a suite of policies that underpin its objectives and mandate which also provide a link to day-to-day company operations.

CRL Ltd reports regularly to its Sponsors as set out in the PDA.

Most of the works on CRL are being delivered by Link Alliance under the Project Alliance Agreement for C3, C5 and C7 (“PAA”). Pursuant to the PAA, the Project Alliance Board (“PAB”) is responsible for governing the Alliance. The PAB consists of two representatives from CRL Ltd (including the Chief Executive), and representatives from each of the Other Alliance Participants and Stakeholder Alliance Participants (Auckland Transport and KiwiRail).

CRL Ltd and its contractors collaborate with key stakeholders representing local government, transport, business, and mana whenua to deliver a successful project. The company contributes to wider social, sustainability and economic outcomes consistent with the PDA and is also mindful of the impact construction has on immediate neighbours.

CRL Ltd is responsible for managing a $12 million Targeted Hardship Fund introduced by the Sponsors to provide financial relief for small businesses suffering genuine financial hardship as a result of major and sustained disruption from CRL construction.

Each year CRL Ltd publishes an annual report highlighting all aspects of construction gains and challenges and a Health, Safety, Environment and Sustainability Report that showcases progress around key social objectives. Statements of Intent and Statements of Performance Expectations are updated to reflect CRL’s progress.

CRL Ltd has a finite life span. It will cease operating when all CRL construction, contractual and legislative obligations have been met.

City Rail Link Ltd Annual Report 2023 69
CRL LTD CORPORATE STRUCTURE
Works being undertaken at Maungawhau Station
City Rail Link Ltd Annual Report 2023 70
CRL Ltd Chief Executive Sean Sweeney with Dame Whina Cooper's daughter, Hinerangi Cooper-Puru, at the final TBM breakthrough event in September 2022.
City Rail Link Ltd Annual Report 2023 71 Financial Statements, Notes, Governance and Remuneration Disclosures Ngā Tauākī Pūtea, Ngā Tuhipoka, Mana Whakahaere me Ngā Whakapuakanga Utu Corporate Directory 72 Statement of Responsibility 73 Statement of Financial Performance 74 Statement of Financial Position 75 Statement of Changes in Equity 76 Statement of Cash Flows 77 Notes to the Financial Statements 78 Governance and Remuneration Disclosures 101 Independent Auditor’s Report 105 FINANCIAL REPORT

Corporate Directory

Whaiaronga Rangatōpū

Board

John Bridgman

Russell Black

Malcolm Gibson

Brian Harrison

Anne Urlwin

Senior Management Sean Sweeney

Patrick Brockie

Steve Brunell

Wayne Cooney

Sumi Eratne

Gerry Goodwin

Emma Kurtovich

Victoria Thackwray

Kirsten Mayne

Russell McMullan

Sandip Ranchhod

Chair (from April 1, 2023)

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

Chief Executive Officer

Chief Financial Officer

Programme Performance & Controls Director

Systems Director

Programme Delivery Director

Assurance Manager Tunnels & Stations

General Counsel & Company Secretary

General Manager Corporate Relations & Communications

Head of People & Capability

General Manager Assurance & Integration

Owner Interface Manager

City Rail Link Ltd Annual Report 2023 72

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 2023.

John Bridgman Chair

1 September 2023

Anne Urlwin Director

1 September 2023

City Rail Link Ltd Annual Report 2023 73
FINANCIAL REPORT

Statement of Financial Performance

for the year ended 30 June 2023

This statement is to be read in conjunction with the notes to the financial statements. Refer to note 17 for comparatives to budget.

City Rail Link Ltd Annual Report 2023 74 CITY RAIL LINK LTD ANNUAL REPORT 2023
Note Actual 2023 $(000) Actual 2022 $(000) Revenue Rental and other revenue 1,007 377 Interest revenue 5,294 1,019 Total revenue 6,301 1,396 Expenses Employment expenses 13 (ii) 3,236 3,150 Professional services 697 814 IT expenses 232 213 Third party works 1.9 37,289 33,810 Capital expenditure write-offs 4 42,032 7,648 General expenses 2,365 2,206 Insurance expenses 8,112 8,346 Credit losses and allowances - 1 Lease payments 1,504 893 Depreciation and amortisation expenses 2, 3 95 302 Vested asset expense 4 166,951 339,843 Total expenditure 262,513 397,226 Deficit for the year (256,212) (395,830) Other comprehensive revenue and expense -Total comprehensive revenue and expense for the year (256,212) (395,830)

Statement of Financial Position

as at 30 June 2023

This statement is to be read in conjunction with the notes to the financial statements. Refer to note 17 for comparatives to budget.

City Rail Link Ltd Annual Report 2023 75 CITY RAIL LINK LTD ANNUAL REPORT 2023
Note Actual 2023 $(000) Actual 2022 $(000) Assets Cash and cash equivalents 5 72,988 18,555 Investments 7 - 20,000 Trade and other receivables 6 11,638 11,982 FX derivative asset 11 150 12 Related party receivables 6, 13 910Prepayments 6 7,936 7,869 Total current assets 93,622 58,418 Capital work in progress 4 2,752,369 2,138,975 FX derivative asset 11 13Prepayments 6 11,249 18,629 Subterranean land 2 17,100 13,064 Property, plant and equipment 2 117,252 117,239 Intangibles 3 - 23 Total non-current assets 2,897,983 2,287,930 Total assets 2,991,605 2,346,348 Liabilities Accounts payable and accruals 8 70,768 72,150 Employee entitlements 9 917 1,038 FX derivative liability 11 150 12 Related party payables 8, 13 - 86 Provisions 10 - 2,813 Total current liabilities 71,835 76,099 FX derivative liability 11 13Provisions 10 - 3,280 Total non-current liabilities 13 3,280 Total liabilities 71,848 79,379 Net assets 2,919,757 2,266,969 Equity Contributed capital 18 3,823,280 2,914,280 Retained earnings (903,523) (647,311) Total equity 2,919,757 2,266,969
FINANCIAL REPORT

Statement of Changes in Equity

for the year ended 30 June 2023

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

City Rail Link Ltd Annual Report 2023 76 CITY RAIL LINK LTD ANNUAL REPORT 2023
Retained earnings Contributed capital Total $(000) $(000) Note 18 $(000) Balance at 30 June 2022 (647,311) 2,914,280 2,266,969 Total comprehensive revenue and expense for the year (256,212) - (256,212) Owner transactions: Funding received for B class share issues - 909,000 909,000 Balance at 30 June 2023 (903,523) 3,823,280 2,919,757 Balance at 30 June 2021 (251,481) 2,058,280 1,806,799 Total comprehensive revenue and expense for the year (395,830) - (395,830) Owner transactions: Funding received for B class share issues - 856,000 856,000 Balance at 30 June 2022 (647,311) 2,914,280 2,266,969

Statement of Cash Flows

for the year ended 30 June 2023

This statement is to be read in conjunction with the notes to the financial statements. Refer to note 17 for comparatives to budget.

City Rail Link Ltd Annual Report 2023 77 CITY RAIL LINK LTD ANNUAL REPORT 2023
Note Actual 2023 $(000) Actual 2022 $(000) Cash flows from operating activities Cash received from customers 1,007 377 Interest received 5,089 987 Employee costs (13,191) (12,277) KiwiSaver contributions (341) (305) Suppliers (39,600) (45,067) Other payments 1,652 (1,455) Net cash from operating activities (45,384) (57,740) Cash flows from investing activities Acquisition of capital work in progress (829,135) (778,055) Acquisition of property, plant and equipment (48) 67 Acquisition of intangibles - (91) Proceeds from investments 20,000Acquisition of investments - (20,000) Net cash from investing activities (809,183) (798,079) Cash flows from financing activities Proceeds from issue of contributed capital 18 909,000 856,000 Net cash from financing activities 909,000 856,000 Net (decrease)/increase 54,433 181 Opening cash and cash equivalents 18,555 18,374 Closing cash 72,988 18,555 Made up of Bank balances 72,988 18,555 Total cash 5 72,988 18,555
FINANCIAL REPORT

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.

The financial statements of the Company are for the year ended 30 June 2023. These financial statements were authorised by the CRL Ltd Board on the date specified on page 73.

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

PBE IPSAS 41

Financial instruments

PBE IPSAS 41 Financial Instruments replaces PBE IFRS 9 Financial Instruments and is effective for the year ending 30 June 2023.

PBE FRS 48 Service Performance Reporting

PBE FRS 48 replaces the service performance reporting requirements of PBE IPSAS 1 and is effective for the year ending 30 June 2023.

There were no relevant new standards issued and not yet effective.

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 Investments

Bank term deposits are initially measured at the amount invested and have a maturity of greater than 3 months but less than 12 months. Interest is subsequently accrued and added to trade and other receivables. There were no investments as of 30 June 2023 (2022: $20m).

1.6 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 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 are 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.

City Rail Link Ltd Annual Report 2023 78

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.

1.7 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.

1.8 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'.

1.9 Third party works

In the 2023 financial year CRL Ltd funded work undertaken by KiwiRail Holdings Limited, on the KiwiRail Holdings Limited network at Newmarket (C8) and Britomart East (C9). As part of the overall project, CRL Ltd undertakes or funds construction work, such as that at Newmarket and Britomart East across the wider Auckland rail network. This enables 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.

1.10 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.

1.11 General expenses

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

City Rail Link Ltd Annual Report 2023 79
NOTES TO FINANCIAL STATEMENTS

1.12 Property, plant and equipment

Property, plant and equipment consist of land, buildings, subterranean land, furniture and fittings and office equipment (including 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:

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.

The assets' residual values, useful lives and amortisation 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.

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.

City Rail Link Ltd Annual Report 2023 80
Subterranean land Not depreciated Land and buildings Not depreciated Temporary buildings 4 years Furniture and fittings 5 years Office equipment 5 years

1.13 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

1.14 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 fulfillment 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.

1.15 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.

1.16 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).

1.17 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.

City Rail Link Ltd Annual Report 2023 81
NOTES TO FINANCIAL STATEMENTS

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 2023, there were no property debtors with outstanding balances >30 days (2022: 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 short-term deposits maturing within less than three months. Interest income is included in revenue in the statement of financial performance.

1.18 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.

1.19 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 1.20 Covid-19 claims from Link Alliance 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 accounting standards, CRL Ltd consider 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.

City Rail Link Ltd Annual Report 2023 82

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 1.12 and 1.13.

1.20 Covid-19 disclosures

There were a number of Covid-19 announcements over the 2022-23 financial year including a nationwide change in the Covid-19 Public Health Response. This ultimately led to the conclusion of the Covid-19 Protection Framework (traffic light system) as of 12 September 2022.

Contract Types

CRL Ltd has entered into three types of contracts that are subject to Covid-19 claims and each form of contract has been reviewed for Covid-19 cost impact:

i. Construct Contracts (per NZS3910/3915 form of contract) for C9 Britomart East (stages 4-6 with Martinus Rail NZ Limited).

ii. Cost reimbursable in the form of Funding Agreements with KiwiRail Holdings Limited for C8 Newmarket and C9 Britomart East

iii. Project Alliance Agreement (PAA) and subsequent variations to the PAA with Link Alliance for C3, C5 and C7.

At 30 June 2023 there were no additional Covid-19 related claims across the relevant Construct Contracts (NZS3910/3915).

Payments are based on assessments by the independent engineer to the contract. The claims received and paid are contract variations for extension of time and costs caused by the change in law and per the terms of NZS3910/3915 conditions of contract for building and civil engineering construction which is the standard form of contract used in the New Zealand construction market. All claims paid under NZS3910/3915 contracts are assessed and capitalised or expensed based on the nature of the work performed and including but not limited to, if the cost is directly attributable to the construction and completion of that asset.

CRL Ltd’s cost reimbursable contracts are currently the form of contract used for work performed by KiwiRail. All work undertaken by KiwiRail is treated as third party works and is expensed in the year they are incurred. There were no claims by KiwiRail for Covid costs in 2023 (2022: Nil).

As part of the settlement agreement with Link Alliance, CRL Ltd has agreed all Covid-19 claims, historical, current, and future. The claims were assessed by an independent estimator, appointed by the Alliance participants. These claims cover the two lockdowns, time lost on site with restricted working conditions, closed borders, supply chain disruption and impact on resourcing, materials, and labour costs. Covid-19 has been the main contributor to the project’s Practical Completion date extending from December 2024 to November 2025. CRL Ltd has reviewed the accounting treatment of these costs per the relevant accounting standards. As a result, CRL Ltd has expensed those costs directly related to the two Covid-19 Level 4 lockdown events covering the period 25 March 2020 to 27 April 2020 and 17 August 2021 to 21 September 2021. The amount expensed relating to the two Level 4 lockdown periods is $42.0m.

City Rail Link Ltd Annual Report 2023 83
NOTES TO FINANCIAL STATEMENTS

The assessment of the impact of Covid-19 on CRL Ltd’s Statement of Financial Performance and Statement of Financial Position is set out below based on information available at the time of preparing the financial statements.

Financial Statements Covid-19 Assessment

Rental revenue

There has been no impact on rental revenues due to Covid-19.

Trade receivables CRL Ltd has reviewed trade receivables and does not expect any credit losses resulting from Covid-19. The majority of trade receivables consist of GST refunds.

Property, plant and equipment

Plant and equipment are stated at historical cost less depreciation and impairment. CRL Ltd has completed an impairment assessment and concluded that no impairment is required. Property is supported by updated land valuations provided in December 2022. Property is valued at historical cost and consists largely of land values.

Capital work in progress

CRL Ltd capitalises those costs directly attributable to the construction of the project including payments to contractors for construction works, resource consents and compliance requirements. CRL Ltd has completed a review of these costs and concluded that no impairment is required. Capital work in progress is measured at cost less accumulated impairment losses.

Third party works

Proceeds from issue of contributed capital

These are works in progress by KiwiRail Holdings Limited. All Covid-19 related costs are included in these third party works costs and expensed as incurred.

The Crown and Auckland Council (the “Sponsors”) provide all funding for the project. The Crown has made appropriation for funding under Vote Transport for the 2023-24 year. Auckland Council has budgeted the required funding for CRL Ltd in 2023/24. The Sponsors remain committed to meet all currently forecast funding requirements of the project until project completion. In April 2023 the Sponsors approved the $1.074 billion re-funding request of CRL Ltd.

1.21 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 (Aotea), Karanga-a-Hape Station (Karangahape), and Maungawhau Station (Mt Eden) 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 2023, payments made under the THF totalled $3.2m (2022:$2.0m) excluding administration and management fees of $0.3m (2022:$0.1m). Funding received by CRL Ltd from the THF is on an “actual costs incurred” basis.

1.22 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.

City Rail Link Ltd Annual Report 2023 84

2. Property, plant and equipment

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

City Rail Link Ltd Annual Report 2023 85
30 June 2023 Subterranean land Land and buildings Temporary buildings Furniture and fittings Office equipment Total Cost $(000) $(000) $(000) $(000) $(000) $(000) Balance at 1 July 2022 13,064 117,143 15,617 166 504 146,494 Transferred/reclassified assets 4,036 39 - - - 4,075 Additions - - - - 48 48 Disposals and demolitions - - - - (12) (12) Balance at 30 June 2023 17,100 117,182 15,617 166 540 150,605 Depreciation Balance at 1 July 2022 - - 15,617 163 411 16,191 Depreciation for the year - - - 3 69 72 Disposals and demolitions - - - - (10) (10) Balance at 30 June 2023 - - 15,617 166 470 16,253 Net book value at 30 June 2023 17,100 117,182 - - 70 134,352 30 June 2022 Subterranean land Land and buildings Temporary buildings Furniture and fittings Office equipment Total Cost $(000) $(000) $(000) $(000) $(000) $(000) Balance at 1 July 2021 13,064 117,143 15,617 166 488 146,478 Transferred/reclassified assets - - - - -Additions - - - - 25 25 Disposals and demolitions - - - - (9) (9) Balance at 30 June 2022 13,064 117,143 15,617 166 504 146,494 Depreciation Balance at 1 July 2021 - - 15,617 127 319 16,063 Depreciation for the year - - - 36 100 136 Disposals and demolitions - - - - (8) (8) Balance at 30 June 2022 - - 15,617 163 411 16,191 Net book value at 30 June 2022 13,064 117,143 - 3 93 130,303
NOTES TO FINANCIAL STATEMENTS

3. Intangibles

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 2023 the total value of overhead costs capitalised is $12.8m (2022:$11.4m).

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 100% of the costs related to the direct works including project-specific overhead (referred to as “Limb 1”). Payments made 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 pre-agreed target costs. Limb 2 is 100% at risk under the Limb 3 risk/reward mechanism.

City Rail Link Ltd Annual Report 2023 86
Software Cost 30 June 2023 $(000) 30 June 2022 $(000) Balance at 1 July 832 832 Additions -Disposals -Balance at 30 June 832 832 Amortisation Balance at 1 July 809 643 Amortisation for the year 23 166 Disposals -Balance at 30 June 832 809 Net book value at 30 June - 23
30 June 2023 $(000) 30 June 2022 $(000) Balance at 1 July 2,138,975 1,511,844 Vested assets (166,951) (165,229) Transfers to PPE (4,075)Additions 826,452 800,008 Capital expenditure and other write-offs (42,032) (7,648) Balance at 30 June 2,752,369 2,138,975

New contracts awarded in 2022-23

On 29 July 2022 CRL Ltd awarded a variation for $39.6m to an existing funding agreement with KiwiRail Holdings Limited for the remaining C9 works, stages 4, 5 and 6. These works include (i) track slab construction on platforms 1 & 5; (ii) track alignment; (iii) installation of cable containment including traction power and signals; and (iv) installation of new track crossing.

Asset transfers and assets held for transfer

Vested assets refer to those assets transferred to the Sponsors on contract completion (see note 1.22 Asset Transfers). Assets transferred in FY23 to Auckland Council (and then to Auckland Transport) totalled $38.3m (2022:$188.6m) and to KiwiRail $128.6m (2022:$151.3m). This excludes Third Party Works undertaken by KiwiRail and funded during FY23 by CRL Ltd of $37.3m (2022:$33.8m) - as these works are expensed as they are completed. 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.

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 2023 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.

City Rail Link Ltd Annual Report 2023 87
30 June 2023 $(000) 30 June 2022 $(000) Balance 1 July - 174,612 Transfers from capital work in progress -Vested assets - (174,612) Balance at 30 June - -
30 June 2023 $(000) 30 June 2022 $(000) Cash at bank 29,988 8,555 Short-term deposits 43,000 10,000 Total 72,988 18,555
NOTES TO FINANCIAL STATEMENTS

Reconciliation of operating surplus with net cash from operating activities

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.

City Rail Link Ltd Annual Report 2023 88
30 June 2023 $(000) 30 June 2022 $(000) Surplus/(deficit) for the year (256,212) (395,830) Adjustments for: Depreciation and amortisation 95 302 Increase in provisions 1,831 (3,129) Interest accrued (not received) (205) (32) Write off on capital work in progress 42,032 7,648 Vested asset transfer 166,951 339,843 Working capital movements: (Increase) in accounts receivable, prepayments and other assets (1,379) (4,638) Increase/(decrease) in accounts payable, accruals and other liabilities 1,503 (1,904) Cash generated from operating activities (45,384) (57,740)
Current Note 30 June 2023 $(000) 30 June 2022 $(000) Trade receivables 10 78 Related party receivables 13 910GST receivable 10,252 10,622 Sundry receivables 1,376 1,282 Prepayments 7,936 7,869 20,484 19,851 Non-Current Prepayments 11,249 18,629 31,733 38,480
$(000) 0 - 30 days $(000) 30 - 60 days $(000) 60 - 90 days $(000) >90 days Trade receivables 30 June 2023 920 - -Trade receivables 30 June 2022 70 5 3 -

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 2023 there are no 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. Investments

Investments represent bank term deposits over three months in maturity. CRL Ltd held no investments as of 30 June 2023 (2022: $20.0m).

Term deposits are placed with Bank of New Zealand and/or ANZ Bank New Zealand Limited. Both banks have AAlong-term credit ratings from Standard & Poor's rating agency.

8. 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.

City Rail Link Ltd Annual Report 2023 89
30 June 2023 30 June 2022 Current $(000) $(000) Term deposit - 20,000 - 20,000
Note 30 June 2023 $(000) 30 June 2022 $(000) Trade payables 7 6 Related parties payables 13 - 86 Sundry payables and accruals 70,761 72,144 70,768 72,236
NOTES TO FINANCIAL STATEMENTS

Key Result Area (KRA) accrual - Link Alliance PAA

A new payment mechanism has been agreed for future Limb 2 (corporate profit and overhead including painshare/ gainshare) and Limb 3 (KRA) payments. The Project Alliance Board (PAB) has agreed (PAA Variation to be executed) that no further payments for Limb 2 and Limb 3 are to be made at this time. 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. As a result of this new agreement for Limb 2 and Limb 3, CRL Ltd has undertaken an assessment of the likelihood of KRA payments at year end and in the next 12 months (2023-2024). Based on this assessment, no accruals or provisions for KRAs are proposed for the year ended 30 June 2023 (2022: accrual of $6.375m and provision of $6.1m). This position will be reviewed at each annual reporting period.

9. Employee entitlements

City Rail Link Ltd Annual Report 2023 90
30 June 2023 $(000) 30 June 2022 $(000) Annual leave 685 851 Accrued salaries and wages 232 187 917 1,038

10. Commitments, provisions 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, with renewal options included in the contracts. 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 between less than three years. 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 2023, the Company had capital commitments of $675.8m (2022: $939.6m) relating to the project's capital work in progress.

Provisions

See Note 8 for update on provision for KRAs.

City Rail Link Ltd Annual Report 2023 91
30 June 2023 $(000) 30 June 2022 $(000) Less than one year 5,626 4,200 One to five years 1,940 6,304 More than five years
7,566 10,504
- -
30 June 2023 $(000) 30 June 2022 $(000) Less than one year 832 257 One to five years 39 32 More than five years -871 289
NOTES TO FINANCIAL STATEMENTS

Contingencies

As at 30 June 2023, 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, 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. Given one of the High Court decisions (YMCA) is the subject of a further appeal, there has been a reluctance by landowners and their advisors to engage on the compensation principles of the uncontested decision (Samson). At this time, and without further engagement with landowners 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 2023, there were eight claims before the courts or awaiting judgment (including the Land Valuation Tribunal (LVT)) where CRL Ltd is either directly or indirectly involved as a party, specifically:

• YMCA North Incorporated v Auckland Council. YMCA North Incorporated has sought leave to appeal to the Court of Appeal from the High Court decision in YMCA North Incorporated v Auckland Council [2023] NZHC 1351, which was a case regarding compensation payable under sections 60 and 62 of the Public Works Act 1981 (PWA) for subterranean land acquired for the CRL tunnel construction, an associated restrictive covenant, and for injurious affection.

• Claims brought by Samson Corporation Limited, Sterling Nominees Limited, Parly Assets Limited and GN & HF Thompson, AD Law Trustees (No.17) and Rayjean Trustees Ltd against Auckland Council for compensation payable under sections 60 and 62 of the PWA.

• Wilson Parking New Zealand Limited v Auckland Council. This is a claim for compensation made under section 63 of the PWA. The issue in this case is whether there has been substantial injurious affection caused to Wilson Parking New Zealand Limited by the construction of the City Rail Link Project.

• Kingston St (2015) Ltd v City Rail Link Ltd & Auckland Council. This is an Environment Court proceeding for declarations and enforcement orders relating to ventilation arrangements on Kingston Street and an on-street loading bay for the Barclay Suites at 70-40 Albert Street.

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.

Covid-19 additional cost claims

As of 30 June 2023 there were no outstanding claims (under any form of contract) for Covid-19 costs.

City Rail Link Ltd Annual Report 2023 92

11. 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.

City Rail Link Ltd Annual Report 2023 93
30 June 2023 $(000) 30 June 2022 $(000) Financial assets (at amortised cost) Cash 72,988 18,555 Receivables 2,296 1,360 Investments - 20,000 75,284 39,915 Financial liabilities (at amortised cost) Financial liabilities 70,768 72,236 70,768 72,236 30 June 2023 Carrying amount On demand Less than six months Six to twelve months Total contractual cashflows Non derivative financial assets $(000) $(000) $(000) $(000) $(000) Cash 72,988 29,988 43,000 - 72,988 Receivables 2,296 920 1,376 - 2,296 Investments - - - -Total non derivative financial assets 75,284 30,908 44,376 - 75,284 Non derivative financial liabilities Financial liabilities at amortised cost 70,768 7 70,761 - 70,768 Total non derivative financial liabilities 70,768 7 70,761 - 70,768 Net contractual cashflows 4,516 30,901 (26,385) - 4,516 30 June 2022 Carrying amount On demand Less than six months Six to twelve months Total contractual cashflows Non derivative financial assets $(000) $(000) $(000) $(000) $(000) Cash 18,555 8,555 10,000 - 18,555 Receivables 1,360 78 1,282 - 1,360 Investments 20,000 - 20,000 - 20,000 Total non derivative financial assets 39,915 8,633 31,282 - 39,915 Non derivative financial liabilities Financial liabilities at amortised cost 72,236 92 72,144 - 72,236 Total non derivative financial liabilities 72,236 92 72,144 - 72,236 Net contractual cashflows (32,321) 8,541 (40,862) - (32,231)
NOTES TO FINANCIAL STATEMENTS

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 2023 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

• Investments

• 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 long-term 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 will be made available upon request 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.

City Rail Link Ltd Annual Report 2023 94 i.
Market
30 June 2023 Liability carrying amount Asset carrying amount Contractual cash flows Less than six months Six to twelve months One to Two years Forward foreign exchange costs $(000) $(000) $(000) $(000) $(000) $(000) Outflow 163 - - 119 31 13 Inflow - (163) - (119) (31) (13) 163 (163) - - -30 June 2022 Liability carrying amount Asset carrying amount Contractual cash flows Less than six months Six to twelve months One to two years Forward foreign exchange costs $(000) $(000) $(000) $(000) $(000) $(000) Outflow 12 - - 52 (40)Inflow - (12) - (52) 4012 (12) - - - -

The notional principal amounts of outstanding forward foreign exchange contracts as of 30 June 2023 was NZD8.7m (2022: NZD10.7m). These foreign currencies include Euro (EUR), Australian dollars (AUD), and previously also United States dollars (USD). The foreign currency principal amounts in 2023 were EUR 4.5m (2022: EUR 3.5m), AUD 0.6m (2022: AUD2.6m) and nil in USD (2022: USD1.2m). 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 2023. 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 monitor the financial creditworthiness of these counterparties to ensure there is no risk of disruption to the project and that those counterparties being 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.

12. Sensitivity analysis

CRL Ltd does not have a net exposure to a change in any of these currencies (EUR and AUD), at 30 June 2023 (2022: 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.

13. 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 9.7 FTE (2022: 10.8 FTE), and directors 5.3 FTE (2022: 5.0).

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 (2022:Nil).

ii. Employment expenses

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

City Rail Link Ltd Annual Report 2023 95
Remuneration and benefits 30 June 2023 $(000) 30 June 2022 $(000) Senior management 4,280 4,096 Directors 310 294 4,590 4,390
30 June 2023 $(000) 30 June 2022 $(000) Salaries and wages 357 829 KiwiSaver employer contributions 335 313 Annual leave taken and other costs 2,170 1,797 Other employment related costs 374 211 3,236 3,150
NOTES TO FINANCIAL STATEMENTS

Severance payments

No termination benefits relating to severance amounts were paid to employees in 2023 (2022:Nil) as a result of reorganisation of the Company. A termination payment of $13,500 was paid by CRL Ltd to one employee in 2023 (2022:Nil).

Redundancy payments

No termination benefits relating to redundancy amounts were paid in 2023 (2022:Nil) as a result of the reorganisation of the Company. The total redundancy amounts paid by CRL Ltd to employees was nil in 2023 (2022: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 $37.3m. CRL Ltd also transferred the NAL Up Main and C9 Stage 1 asset to KiwiRail Holdings Limited with a cost of $128.6m (2022: $151.3m).

CRL Ltd received Targeted Hardship Funds of $1.73m (2022:$1.06m) from Auckland Council. CRL Ltd transferred the Porters Avenue bridge asset to Auckland Council (and then to Auckland Transport) with a cost of $38.3m (2022: $188.6m).

CRL Ltd received Targeted Hardship Funds of $1.73m (2022: $1.06m) from the Ministry of Transport.

14. Auditors Remuneration

15. 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, investments and general financial dealings to ensure the company effectively achieves its objectives and purpose.

City Rail Link Ltd Annual Report 2023 96
Balances at year end Due from Owed to 30 June 2023 $(000) $(000) Crown 487Auckland Council 42391030 June 2022 Crown 605Auckland Council 605 86 1,210 86
30 June 2023 30 June 2022 $(000) $(000) Audit New Zealand fees paid for the audit of the financial statements - current year 312 281 Audit New Zealand fees paid for the audit of the financial statements - prior year 34346 281

16. Subsequent events

In August 2023, the CRL Sponsors executed a Variation to the Amended and Restated Project Delivery Agreement (PDA) reflecting the new total project cost of $5.493bn and revised Practical Completion date of November 2025. Relatedly CRL Ltd and the Link Alliance also executed in August 2023, a PAA Variation Agreement reflecting the revised contract value and Practical Completion date for the C3, C5 and C7 works.

Effective 25 August 2023 CRL Ltd and KiwiRail Holdings Limited (KiwiRail) signed a Variation of Funding Agreement for additional C9 stages 4-6 track works at Britomart East. The variation resulted in a new funding requirement of $80.6m versus the previous funding agreement for $71.4m. These works are due to be completed by June 2024.

There have been no other material subsequent events.

17. 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 $130.8m higher than budgeted (2022: $191.5m). The major variances were due to (i) unbudgeted vested asset transfer for NAL Up Main of $125.6m; (ii) expensing of $42.0m costs for Covid-19 Level 4 lockdown periods; and (iii) lower spend on the C9 Britomart East (Stages 4-6 track works) of $17.1m.

City Rail Link Ltd Annual Report 2023 97
30 June 2023 Budget $(000) Actual $(000) Variance $(000) Revenue Rental & other income 111 1,007 896 Interest revenue 2,323 5,294 2,971 Total revenue 2,434 6,301 3,867 Expenditure Employment expenses 4,060 3,236 824 Professional services 775 697 78 IT expenses 534 232 302 Third party works 54,400 37,289 17,111 Capital expenditure write-offs - 42,032 (42,032) General expenses 2,725 2,365 360 Insurance expenses 7,905 8,112 (207) Lease payments 3,339 1,504 1,835 Depreciation and amortisation expenses 239 95 144 Vested asset expense 53,900 166,951 (113,051) Total expenditure 127,877 262,513 (134,636) Surplus/(deficit) (125,443) (256,212) (130,769) Total Comprehensive Revenue and Expense (125,443) (256,212) (130,769)
NOTES TO FINANCIAL STATEMENTS

Statement of Financial Position

Major variances largely reflect the lower spend levels over the year. Lower Link Alliance (C3) works spend was a primary factor (with Link Alliance expenditure forecast for FY23 based on the upper end of expected range) but also skills shortages causing delays in works progress and late design completion for systems and station fit out/ architecture works. This underspend resulted in a higher cash balance ($47.1m), lower capital work in progress ($298.1m) and lower contributed capital ($119.0m) as of 30 June 2023. Retained earnings variance

primarily due to higher level of vested asset expense and expensing of Covid-19 Level 4 lockdown costs.

City Rail Link Ltd Annual Report 2023 98
30 June 2023 Budget $(000) Actual $(000) Variance $(000) Assets Current Assets Cash and cash equivalents 25,916 72,988 47,072 Trade and other receivables 17,244 12,548 (4,696) FX derivative asset - 150 150 Prepayments 6,850 7,936 1,086 Total Current Assets 50,010 93,622 43,612 Non-Current Assets Capital work in progress 3,050,462 2,752,369 (298,093) FX derivative asset - 13 13 Prepayments 12,726 11,249 (1,477) Subterranean land 23,197 17,100 (6,097) Property, plant and equipment 117,176 117,252 76 Intangible assets 79 - (79) Total Non-Current Assets 3,203,640 2,897,983 (305,657) Total Assets 3,253,650 2,991,605 (262,045) Liabilities Current Liabilities Accounts payable and accruals 81,562 70,768 10,794 Current employee entitlements 1,227 917 310 FX derivative liability - 150 (150) Total Current Liabilities 82,789 71,835 10,954 Non-Current Liabilities FX derivative liability - 13 (13) Total Non-Current Liabilities - 13 (13) Total Liabilities 82,789 71,848 10,941 Net Assets 3,170,861 2,919,757 (251,104) Equity Contributed capital 3,942,280 3,823,280 (119,000) Retained earnings (771,419) (903,523) (132,104) Total Equity 3,170,861 2,919,757 (251,104)
of $132.1m was

Statement of Cash Flows

Capital work in progress spend during FY23 was $115.8m lower than budget. Lower Link Alliance (C3) works spend was a primary factor (with Link Alliance cashflow forecast for FY23 based on the upper end of expected range) but also skills shortages causing delays in works progress and late design completion for systems and station fit out/ architecture works. This lower spend level resulted in funding required from Sponsors through contributed capital being $119.0m lower for FY23. A term investment (>90 days) of $20.0m matured in FY23.

City Rail Link Ltd Annual Report 2023 99
30 June 2023 Budget Actual Variance $(000) $(000) $(000) Cash flows from operating activities Cash received from customers 85 1,007 922 Interest received 2,323 5,089 2,766 Employee costs (12,454) (13,191) (737) KiwiSaver contributions – (341) (341) Suppliers (60,548) (39,600) 20,948 Other payments 350 1,652 1,302 Net cash from operating activities (70,244) (45,384) 24,860 Cash flows from investing activities Acquisition of capital work in progress (944,947) (829,135) 115,812 Acquisition of property, plant and equipment (9,764) (48) 9,716 Acquisition of intangibles (103) - 103 Proceeds from investments - 20,000 20,000 Net cash from investing activities (954,814) (809,183) 145,631 Cash flows from financing activities Proceeds from issue of contributed capital 1,028,000 909,000 (119,000) Net cash from financing activities 1,028,000 909,000 (119,000) Net (decrease)/increase 2,942 54,433 51,491 Opening cash and cash equivalents 22,974 18,555 (4,419) Closing cash 25,916 72,988 47,072 Made up of: Bank balances 25,916 72,988 47,072 Total cash 25,916 72,988 47,072
NOTES TO FINANCIAL STATEMENTS

18. 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.

City Rail Link Ltd Annual Report 2023 100
Minister of Finance Minister of Transport Auckland Council Total number of shares Ordinary shares 2023 Number of shares 255 255 490 1,000 Total value of shares on issuance ($000) 108,932 108,933 217,865 B Class shares 2023 Shares issued 1 July 2022 619,637,561 619,637,561 1,239,275,122 2,478,550,244 Shares issued during the year 227,250,000 227,250,000 454,500,000 909,000,000 Total B Class shares 30 June 2023 846,887,561 846,887,561 1,693,775,122 3,387,550,244 Minister of Finance Minister of Transport Auckland Council Total number of shares Ordinary shares 2022 Number of shares 255 255 490 1,000 Total value of shares on issuance ($000) 108,932 108,933 217,865 B Class shares 2022 Shares issued 1 July 2021 405,637,561 405,637,561 811,275,122 1,622,550,244 Shares issued during the year 214,000,000 214,000,000 428,000,000 856,000,000 Total B Class shares 30 June 2022 619,637,561 619,637,561 1,239,275,122 2,478,550,244

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 2023.

Director Board/Committee Memberships

John Bridgman (Chair)

Director from 1 January 2023 and Chair from 1 April 2023

Director of Housing New Zealand Limited

Director of Housing New Zealand Build Limited

Ceased role as CEO of Otakaro Limited (renamed Rau Paenga) and now a consultant

Director of Waka Kotahi NZ Transport Agency

Director and Shareholder of Bridgman Properties Limited

Russell Black No change

Malcolm Gibson Director from 8 August 2022

Technical Director NRT Pty Limited

Brian Harrison No change

Karen Jordan Term completed 1 September 2022 No change

Sir Brian Roche (previous Chair) Term Completed 31 March 2023

Anne Urlwin

2. Directors’ remuneration

Commenced role as Director of Kiwi Group Capital Limited

Ceased role as Chair of Waka Kotahi NZ Transport Agency

Commenced role as Chair for Centre for Climate Action Joint Venture

Ceased role as Director of Summerset Group Holdings Limited

Ceased role as Director Queenstown Airport Corporation Limited

Commenced role as Director Infratil Limited

City Rail Link Ltd Annual Report 2023 101
(included in General expenses in the Statement of Financial Performance) 30 June 2023 $(000) 30 June 2022 $(000) John Bridgman (Chair) Director from 1 January 2023 and Chair from 1 April 2023 37 N/A Russell Black 49 49 Malcolm Gibson Director from 8 August 2022 44 N/A Brian Harrison 49 49 Karen Jordan Term completed 1 September 2022 8 49 Sir Brian Roche (previous Chair) Term completed 31 March 2023 74 98 Anne Urlwin 49 49 310 294 NOTES TO FINANCIAL STATEMENTS

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.

City Rail Link Ltd Annual Report 2023 102
Board meetings Audit & Risk Committee People & Remuneration Committee Total meetings held 8 4 1 John Bridgman (Chair) Director from 1 January 2023 and Chair from 1 April 2023 4 2 1 Russell Black 8 4 1 Malcolm Gibson Director from 8 August 2022 8 4 1 Brian Harrison 8 4 1 Karen Jordan Term completed 1 September 2022 1 1Sir Brian Roche (previous Chair) Term completed 31 March 2023 6 3Anne Urlwin 8 4 1

6. Employee remuneration bands

The number of employees, contractors or former employees and contractors who received remuneration and other benefits exceeding $100,000 during the year to 30 June 2023 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 or payments to contractors at their agreed rates in their capacity of filling roles that would otherwise have been filled by an employee.

City Rail Link Ltd Annual Report 2023 103
30 June 2023 Number of employees 30 June 2022 Number of employees $100,000 - $109,999 1 6 $110,000 - $119,999 4 4 $120,000 - $129,999 5 5 $130,000 - $139,999 6 3 $140,000 - $149,999 3 4 $150,000 - $159,999 2 3 $160,000 - $169,999 4$170,000 - $179,999 2 1 $180,000 - $189,999 1 3 $190,000 - $199,999 2 4 $200,000 - $209,999 1 5 $210,000 - $219,999 2 1 $220,000 - $229,999 3$230,000 - $239,999 5 2 $240,000 - $249,999 - 1 $260,000 - $269,999 1 1 $270,000 - $279,999 1 1 $280,000 - $289,999 1$300,000 - $309,999 - 2 $310,000 - $319,999 1$320,000 - $329,999 - 3 $350,000 - $359,999 1$370,000 - $379,999 - 2 $380,000 - $389,999 1 1 $410,000 - $419,999 1$420,000 - $429,999 2 1 $480,000 - $489,999 2$540,000 - $549,999 1$730,000 - $739,999 - 1 $850,000 - $859,999 154 54

7. Chief Executive & Executive remuneration

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 9.7 FTE (2022: 10.8 FTE).

8. Other disclosure – Donation

No donation was made by CRL Ltd during the year ended 30 June 2023 (2022: $2,000).

City Rail Link Ltd Annual Report 2023 104
Number of Personnel Fixed Remuneration and other benefits Short Term Incentive $(000) $(000)
FY23 1 859FY22 1 696 42 Senior Managers (excluding Chief Executive) FY23 12 3,421FY22 12 3,358 -
Sean Sweeney (Chief Executive)

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 2023

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 74 to 100, that comprise the statement of financial position as at 30 June 2023, 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 2023 on pages 16 to 42 and pages 45 to 49.

In our opinion:

• the financial statements of the company:

• present fairly, in all material respects:

• its financial position as at 30 June 2023; 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

City Rail Link Ltd Annual Report 2023 105
AUDIT REPORT

• the company’s performance information for the year ended 30 June 2023:

• 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 1 September 2023. 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 matters - 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 “Reducing resource consumption” on page 37, “Zero waste to landfill” on page 38, “Sustainability and Social Outcomes” on page 24 and the related disclosures on pages 20 to 21 of the annual report, which outlines the 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.

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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

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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.

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Other information

The Board is responsible for the other information. The other information comprises the information included on pages 1 to 15, pages 43 to 44, pages 50 to 73, pages 101 to 104 and pages 110 to 112, 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.

New Zealand

On behalf of the Auditor-General

Auckland, New Zealand

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City Rail Link Ltd Annual Report 2023 110
Concrete pump truck in action at Beresford Square
Printed on FSC certifed paper CRLL0487 CRL Ltd Annual Report 2022-23
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