NZRLC Product Disclosure Statement

1
New Zealand Rural Land Company Limited - Product Disclosure Statement
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
Product Disclosure Statement
Initial Public Offering of Shares in
New Zealand Rural Land Company Limited
16 November 2020
The issuer under this offer is New Zealand Rural Land Company Limited.
This document gives you important information about this investment to help you decide whether you want to invest.
There is other useful information about this Offer on the Offer Register at www.disclose-registers.companiesoffice.govt.nz and
search for the offer number ‘OFR12993’.
New Zealand Rural Land Company Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013.
You can also seek advice from a financial adviser to help you make an investment decision.
Lead Manager:
Listing on:

2
New Zealand Rural Land Company Limited - Product Disclosure Statement
1
Key Information
Summary
1.1 .................................................................................
What is this?
This is an offer of ordinary shares (Shares) in New Zealand
Rural Land Company Limited (NZRLC). Shares give you a
stake in the ownership of NZRLC. You may receive a return
if dividends are paid or NZRLC increases in value and you
are able to sell your Shares at a higher price than you paid
for them.
If NZRLC runs into financial difficulties and is wound up, you
will be paid only after all creditors have been paid. You may
lose some or all of your investment.
1.2 ................................................................................
About NZRLC
NZRLC is a newly incorporated company that has been
formed for the purpose of acquiring rural land across the
New Zealand agricultural sector. NZRLC’s intended business
is to be an agricultural sector landlord only, as it will lease the
rural land that it acquires to experienced Tenants under long
term leases. Tenants will undertake the on-land agricultural
operations and pay rental to NZRLC.
NZRLC will acquire rural land using a combination of the
equity funds it has raised from this Offer and new debt.
NZRLC will limit debt to no more than 30% of the value of
NZRLC’s Total Assets. In the long term NZRLC may acquire
land in the dairy, sheep and beef, horticulture, viticulture and
forestry sectors. However, the initial focus for NZRLC is to
acquire rural land in the dairy sector.
NZRLC has entered into the Management Agreement with
New Zealand Rural Land Management Limited Partnership
(the Manager) to provide NZRLC with management,
investment and administrative services.
NZRLC has no operating history or assets at present and will
only commence its business operations following this Offer
successfully closing by raising at least $75 million.
For more information, see Section 2 – NZRLC and what it
does.
1.3 ................................................................................
Purpose of this offer
The purpose of the Offer is to raise not less than $75 million
for NZRLC to:
• acquire its first rural land assets in the
New Zealand dairy sector;
• have working capital, and meet its operating and
compliance costs (including certain fees under the
Management Agreement); and
• pay for the costs associated with the Offer, and
the listing of Shares on the NZX Market. Listing
the Shares should assist investors to have liquidity
available and to realise a market value for the
Shares at any time that the NZX Market is open and
trading.
For more information, see Section 3 – Purpose of the Offer.

3
New Zealand Rural Land Company Limited - Product Disclosure Statement
1.4 ..................................................................................................................................................................................
Key terms of the offer
NZRLC is not a ‘managed investment scheme’ for the purposes of the FMC Act and does not have an FMA-licenced manager or
an FMA-licensed independent supervisor to govern its investment activities. Investor rights are set out in the Constitution, which
has been adopted in accordance with the Companies Act 1993 and incorporates the Listing Rules by reference.
OFFER OVERVIEW
Offer Offer of Shares by NZRLC.
Management Agreement NZRLC will be managed by the Manager under the Management Agreement. The
Manager will exclusively provide management, investment and administrative services to
NZRLC. The Management Agreement can only be terminated by NZRLC on limited grounds
such as fraud or wilful default of the manager.
The Manager is entitled to fees from NZRLC, being (all GST exclusive).
• a management fee of 0.50% per annum of NZRLC’s Net Asset Value.
• a performance fee of 10% of any increase in NZRLC’s Net Asset Value per Share
from one financial year to the next.
• a transaction fee of 1.25% of the acquisition or divestment value of any rural land
that NZRLC acquires or disposes of.
• a lease fee of $30,000 for each lease entered into by NZRLC.
The Management Agreement is available on the Offer Register (at www.disclose-
register.companiesoffice.govt.nz and search for offer number ‘OFR12993’). A
more detailed description of the Management Agreement including more information on
how the above fees are calculated, is in Section 2.6.
Liabilities, fees and charges If you sell your Shares, you may be required to pay brokerage or other sale expenses.
You may also be liable for tax on the sale of your Shares. You should seek your own tax
advice in relation to your Shares.
Tax Status NZRLC will apply to become a Listed Portfolio Investment Entity (LPIE) if the Offer is successful.
More information on LPIE status is in Section 9.
DETAILS OF THE SHARES OFFERED
Description of the Shares Ordinary, fully paid shares. Shares may be sold and will be quoted on the NZX Market.
Issue Price NZ$1.25 per Share.
Minimum Application 800 Shares representing a minimum application amount of $1,000.
Maximum Application No individual investor may apply for such number of Shares as will result in them holding
more than 20% of all Shares at Allotment. Any Application that does not meet this requirement
will be scaled back with surplus Application Monies refunded within five Business Days of
Allotment.
Number of Shares being offered
1
A minimum of 60 million Shares are being offered, representing 99.73% of the total number
of Shares on issue.
A maximum of 120 million Shares are being offered, representing 99.87% of the total
number of Shares on issue.
1
Based on 160,000 Shares being on issue at the date of this PDS. Up to 300,000 shares will also be issued to Allied Farmers Limited prior to the Closing Date under the
convertible loan agreement described in Section 2.13.

4
New Zealand Rural Land Company Limited - Product Disclosure Statement
1.5 ..................................................................................................................................................................................
How you can get our money out
NZRLC intends to quote the Shares on the NZX Market. This means you may be able to sell them on the NZX Market if there are
interested buyers. You may get less than you invested. The price will depend on the demand for the Shares.
However, with NZRLC having a limit on the amount of Shares that Overseas Persons may acquire or hold (see Section 6.1) this
may reduce liquidity for Shareholders by limiting the potential pool of acquirers of Shares.
1.6 ..................................................................................................................................................................................
Key drivers of returns
NZRLC considers that the aspects of its business that have, or may have, the most impact on the financial performance of the
business, and the key strategies and plans for those aspects of the business, can be summarised as follows:
Drivers of financial performance Key strategies and plans
Growing recurring revenue: Entering long term
leases with financially strong and operationally
experienced Tenants who will assume the direct
operational and commodity risks associated with
the rural land and pay to NZRLC regular rental
income.
• Select experienced Tenants looking to expand and
maximise the efficiency of their existing operations
without having large amounts of capital invested in land
ownership.
• Undertaking detailed financial and operational due
diligence of prospective Tenants to assess their capacity
for paying rent and using best operational practices on
the land.
Gross proceeds of the Offer $75 million - $150 million.
Anticipated payment date March 2022 but subject to a range of factors including the successful acquisition of dairy
of first dividend on the Shares properties (as discussed in Section 2) and the NZRLC dividend policy discussed in Section
6.2.
IMPORTANT DATES
Offer opens 5:00pm, 23 November 2020
Offer closes 5:00pm, 11 December 2020
Allotment of Shares 17 December 2020
Listing and expected 18 December 2020
commencement of trading
on the NZX Market for Shares
The above dates are indicative only and may change. NZRLC, with the Lead Manager's agreement and NZX’s approval,
reserves the right to vary or extend these dates and to withdraw the Offer at any time before the date on which the Shares are
first allotted. NZRLC may accept late applications (either generally or in individual cases).
What if NZRLC does not make a Rural Land Acquisition?
The Management Fee does not begin to accrue or become payable to the Manager until the calendar month in which NZRLC
has its first unconditional contract to acquire rural land.
If NZRLC is not a party to an unconditional contract to acquire rural land on or before 31 December 2021, the Board will call a
special meeting of shareholders to vote on placing NZRLC into solvent liquidation by special resolution, giving Shareholders the
opportunity to choose to have their capital returned to them.

5
New Zealand Rural Land Company Limited - Product Disclosure Statement
• Focus acquisitions on the New Zealand agricultural sector
that is considered at the time to provide a prospect of
long term capital growth (currently considered to be dairy
properties on the basis described in Section 2.8).
• Maintain at least 75.01% New Zealand ownership of
NZRLC to avoid the need for Overseas Investment Office
approval of rural land acquisitions. This provides NZRLC
a non-purchase price advantage over competing foreign
acquirors who must incur the time, cost and uncertainty of
seeking approval.
• Be selective with acquisitions, especially targeting highly
indebted rural land of a large scale where vendors
and their financiers have a limited pool of prospective
acquirers.
Capital growth: Acquiring rural land that increases
in value over time from the purchase price paid by
NZRLC.
For more information, see Section 2 – NZRLC and what it does.
1.7 .................................................................................................................................................................................
Key risks affecting this investment
Investments in shares are risky. You should consider if the degree of uncertainty about NZRLC’s future performance and returns
is suitable for you. The price of these Shares should reflect the potential returns and the particular risks of these Shares. NZRLC
considers that the most significant risk factors that could affect the value of the Shares are:
• Land Value risk: NZRLC will realise its strategy for capital growth in the value of rural land that it acquires only if NZRLC
acquires rural land at a purchase price that is less than the rural land’s future value. This requires NZRLC to predict future
value when acquiring rural land, which involves inherent uncertainty. Acquiring unproductive land, a sustained downturn
in the dairy sector and other external factors may reduce land value below the price that NZRLC paid to acquire that land.
• Tenant risk (financial): NZRLC’s income will be rental payments received from Tenants who lease NZRLC’s rural land.
Tenants will be exposed to the financial risks associated with operations on the land (for example, commodity price
fluctuations, increases in operating costs, health risks to stock). If Tenants do not manage those risks or lack the financial
capacity to absorb those risks Tenants may default on lease payments to NZRLC. If NZRLC is required to replace a Tenant,
NZRLC may have a period where it is receiving no or reduced income from the rural land that it owns while a replacement
is appointed. Accordingly, NZRLC investors are indirectly exposed to operational farming risks given that those risks can
cause Tenants to become insolvent.
• Tenant risk (operational): Operational practices of Tenants on the rural land could damage the rural land and decrease
its value. For example, poor environmental or unsustainable farming practices could damage production on the rural land
in the longer term.
This summary does not cover all of the risks of investing in the Shares. You should also read Section 8 - Risks to NZRLC’s business
and plans and to other places in this PDS that describe risk factors (for example risks arising for investors from the nature of the
Shares).

6
New Zealand Rural Land Company Limited - Product Disclosure Statement
1.8..................................................................................................................................................................................
NZRLC’s financial information
The financial position and performance of NZRLC are essential to an assessment of this Offer.
No financial information is required to be included in this PDS as:
• NZRLC is a newly incorporated company that has no operating or trading history and therefore has no historic financial
information.
• NZRLC is not providing prospective financial information as it has not entered into any contracts or commitments to
acquire any rural land at the time of this Offer. The Board considers that in the absence of agreed terms for acquiring and
then leasing rural land it is not practicable to formulate reasonable assumptions on which to base prospective financial
information.
For further information you should also read Section 7 - NZRLC’s financial information.

7
New Zealand Rural Land Company Limited - Product Disclosure Statement
Key information summary PAGE 2
NZRLC and what it does PAGE 9
Purpose of the offer PAGE 33
Key dates and offer process PAGE 34
Terms of the offer PAGE 35
Key features of the shares PAGE 40
NZRLC’s financial information PAGE 42
Risks to NZRLC’s business and plans PAGE 44
Tax PAGE 49
Where you can find more information PAGE 50
How to apply PAGE 51
Contact information PAGE 52
Glossary PAGE 53
Table Of Contents
1
2
3
4
5
6
7
8
9
10
11
12
13

8
New Zealand Rural Land Company Limited - Product Disclosure Statement
16 November 2020
Dear Investors,
The rural sector is an important contributor to the New Zealand economy and a key part of our national identity. Its importance
to New Zealand export receipts has been magnified by the COVID-19 pandemic as other sectors of our economy (such as from
foreign tourists) have been significantly damaged and will take time to rebuild.
At present New Zealanders have limited options for owning a direct interest in large scale, New Zealand rural land. There is
even less opportunity to have a direct interest in rural land without also having direct exposure to commodity price risks.
Our vision for New Zealand Rural Land Company (NZRLC) is to:
• acquire substantial rural land assets;
• be a New Zealand investor and not subject to overseas investment requirements;
• lease our land to Tenants who follow farming best practices; and
• use gearing of no more than 30% of total assets.
Our initial focus is on acquiring New Zealand dairy properties. However we intend to expand our focus to other New Zealand
primary sectors, particularly as investment opportunities arise in horticulture, viticulture, forestry, as well as sheep and beef. We
invite you to read this Product Disclosure Statement to learn more about NZRLC and our investment plans.
Initially we are looking to raise at least $75 million from investors by offering new shares in NZRLC at an issue price of $1.25
per share.
All investment propositions involve risk. NZRLC will:
• undertake detailed due diligence and acquire quality rural land assets;
• lease its land to experienced and financially sound Tenants to mitigate default risk and ensure its land assets are well
managed; and
• ensure environmental best practices are followed on our land.
If you have any questions regarding this opportunity, please get in contact with us at info@nzrlc.co.nz for more information.
Thank you for your consideration of this investment opportunity.
Yours faithfully,
Rob Campbell
Independent Chairman
Chairman’s
Letter

9
New Zealand Rural Land Company Limited - Product Disclosure Statement
9
New Zealand Rural Land Company Limited - Product Disclosure Statement
2
NZRLC and
what it does
2 .1.................................................................................................................................................................................
Overview
NZRLC was incorporated on 11 September 2020. NZRLC’s strategy is to acquire New Zealand rural land across the agricultural
sector and lease the land to Tenants that undertake the actual agricultural activities. NZRLC will look to make its first acquisitions
of rural land in the dairy sector with the proceeds of this Offer.
2.2 .................................................................................................................................................................................
Corporate Structure
The intended corporate structure of NZRLC is illustrated in the diagram below:
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
NZRLC Shareholders
Wholly owned subsidiaries
Governance
provided by
Board of Directors
with majority
independent
Management
provided by
New Zealand
Rural Land
Management
Limited
Partnership
At the date of this PDS, NZRLC has no subsidiaries.
It is not intended that NZRLC will have any employees. The management functions of NZRLC have been contracted to the Manager
under the Management Agreement. The Manager will report to the Board which retains all material decision making powers for
NZRLC. The Management Agreement is described in Section 2.6.

10
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.3 .................................................................................................................................................................................
NZRLC’s Business Strategy
NZRLC will be a landlord only. This provides a clear separation of land ownership and agricultural operations and mitigates the
direct, traditional risks of investing in agricultural operations. Tenants will directly assume those traditional risks, which include land
management risks, animal/horticulture health risks and commodity price volatility.
NZRLC’s key direct risks relate to land value and the operational and financial performance of Tenants. Traditional risks could
still indirectly have an adverse effect on NZRLC, particularly if they arise and persist over a sustained period. Accordingly,
consideration of the risks and prospects of the agricultural sector generally in which NZRLC is acquiring land is still relevant to an
investment in NZRLC.
NZRLC will look to acquire rural land in the New Zealand dairy sector with the proceeds of this Offer and an overview of the New
Zealand dairy industry is set out in Section 2.8.
As NZRLC acquires rural land, it will have direct exposure to the value of that rural land with:
• a regular income stream through rental income that it receives. The Board will declare dividends from this income in
accordance with the dividend policy described in Section 6 – Key Features of Shares; and
• any increases in capital value attributable to the rural land over time increasing the value of the rural land assets on
NZRLC’s balance sheet. Changes in the value of land NZRLC owns will be a key influence on NZRLC’s reported NAV.
For a land investment company such as NZRLC, NAV should become a key metric influencing the market price of Shares
and therefore the price at which investors may realise their investment in Shares. However, short term volatility in the
agricultural sector could adversely or positively affect investor sentiment towards NZRLC causing the market price of
Shares to be at a discount or premium to NAV.
NZRLC intends to hold the rural land it acquires for the long term with a view to, over time, owning a portfolio of New Zealand
rural land assets across different agricultural sectors.

11
New Zealand Rural Land Company Limited - Product Disclosure Statement
11
New Zealand Rural Land Company Limited - Product Disclosure Statement
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
As the world’s population grows, productive food-producing agricultural
land becomes increasingly important.
New Zealand has a competitive advantage in agriculture.
New Zealand Rural Land Company will be a land owner across the
New Zealand food production sector.
New Zealand Rural Land Company will partner with and lease land to
experienced farmers and food producers.
New Zealand Rural Land Company will have no direct exposure to
agricultural operating activities or commodity prices.
New Zealand Rural Land Company will target negotiating a minimum 4.5%
Gross Lease Rate on rural land with rural land vendors and Tenants. This is
not a targeted return to Shareholders (which will be subject to a range of
other factors including capital expenditure costs and NZRLC expenses).
New Zealand Rural Land Company will be the only agricultural land based
listed property company on the NZX.

12
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.4 ..............................................................................
Acquisition Strategy
NZRLC has not entered any contracts or commitments to
acquire any rural land at the date of this PDS.
For the reasons outlined in Section 2.8 below, NZRLC
considers that market conditions currently favour acquiring
rural land in the dairy sector. One driver of the value of
dairy property is the profitability of milk production achieved
on that land and therefore reviewing historical production
and opportunities for enhancing production (through, for
example, capital improvements) will be important factors to
assess through due diligence for any acquisition.
NZRLC’s preliminary investigations suggest there are a
number of acquisition opportunities for dairy properties,
particularly by a New Zealand acquirer of scale. From these
initial investigations NZRLC has identified 21 dairy properties
(comprising 9,239 hectares, in aggregate) that are all located
in the South Island (excluding the West Coast). Following the
Closing Date NZRLC intends to:
• negotiate and agree indicative, non-binding
acquisition terms with the vendors of these dairy
properties (including a binding exclusivity period to
facilitate NZRLC’s due diligence investigations).
• negotiate and agree indicative leasing terms with
prospective Tenants for these dairy properties.
• undertake detailed due diligence investigations on
the dairy properties in conjunction with the relevant
prospective Tenant.
• negotiate and agree binding sale and purchase
agreements and lease agreements. At the point of
entering such agreements, NZRLC would announce
to the NZX Market the material details of the
acquisition and leasing arrangement in accordance
with its continuous disclosure obligations.
• satisfy any conditions in the agreements entered
and move to complete the acquisitions and
commence leasing to the relevant Tenant.
Depending on the scale of the acquisition, NZRLC
shareholder approval may be required.
NZRLC has not entered any binding arrangements in respect
of these dairy properties and it may be unable start this
process or may terminate this process on all or some of the
dairy properties identified to date.
Dairy properties for acquisition will be assessed against the
following general characteristics:
• Climatic: Limited history of localised extreme
weather events such as drought;
• Production: Efficient production capacity on a per
cow and per hectare basis;
• Capacity: Ability to support appropriate herd sizes
and opportunities to increase capacity by acquiring
adjoining land;
• Infrastructure: High quality infrastructure with
modern and efficient milking sheds, worker
accommodation and irrigation systems;
• Environmental: Holding all necessary resource
consents, sustainable fertiliser use and other best
environmental practices;
• Farm Size: The ability to support large scale
operations; and
• Skilled Labour: Location and availability
of skilled labour.
This assessment will help inform NZRLC on what the capital
expenditure requirements for the dairy properties will be. The
capital expenditure requirements together with the negotiated
rental rate to Tenants will be important factors in determining
the purchase price that NZRLC is willing to pay for the dairy
properties.
% of NZ milk solids produced: 21.6%
Average kgMS per h.a.: 1067
WAIKATO
% of NZ milk solids produced: 21.5%
Average kgMS per h.a.: 1452
CANTERBURY
% of NZ milk solids produced: 5.5%
Average kgMS per h.a.: 1140
of NZ milk solids produced: 13.1%
Average kgMS per h.a.: 1121
SOUTHLAND
OTAGO
Source: Dairy NZ. New Zealand Dairy Statistics 2018-19.
Preferred Provinces for Dairy Property Acquisitions

13
New Zealand Rural Land Company Limited - Product Disclosure Statement
ItemDescriptionMinimum
Amount
Maximum
Amount
Offer proceedsAvailable to NZRLC at the date NZRLC allots the Shares
and based on the minimum amount ($75 million) or
maximum amount ($150 million) being raised under the
Offer.
$75 million$150 million
NZRLC Offer expenses
and working capital
3
Amounts to settle Offer costs and provide initial working
capital to NZRLC to meet ongoing compliance,
operational and listing costs.
$3 million$5 million
Capital for acquisitionsAvailable to NZRLC from the date NZRLC allots the
Shares under the Offer.
$72 million$145 million
Debt capacity for
acquisitions
Based on a maximum debt level of 30% of total assets.$30.86 million$62.14 million
$102.86 million$207.14 million
NZRLC will run a detailed due diligence process to assess the appropriateness and value of rural land prior to committing to
acquiring it. Due diligence and acquisition negotiations will be led by the Manager with external, specialist consultant support
where required. Due diligence will also always involve commissioning an independent valuation of the rural land and reviewing
environmental law compliance. A prospective Tenant for the rural land being acquired will also be identified prior to commencing
detailed due diligence. The prospective Tenant will be expected to be heavily involved in the due diligence process, focusing on
operational due diligence.
At the conclusion of due diligence the Manager will report to the Board on the due diligence investigations, proposed acquisition
terms and proposed leasing arrangements. The Manager will make a recommendation to proceed or not. The Board will assess this
advice against the NZRLC acquisition strategy and will make the decision as to whether NZRLC will proceed with the acquisition
and leasing arrangements, or not. NZRLC will not acquire rural land without having a Tenant in place with a lease to commence
on completion of the acquisition.
Depending on the size of the first acquisition, it may constitute a major transaction under the Listing Rules
2
and require NZRLC
shareholder approval in addition to Board approval.
NZRLC will fund acquisitions from the proceeds of this Offer and from debt. The Board has adopted a policy of restricting debt to
30% of the value of Total Assets. Debt will, subject to maintaining adequate headroom against this 30% limit, generally be sought
on interest-only repayment terms. NZRLC will seek debt and provide first mortgage security over the rural land acquired to secure
NZRLC’s borrowings. NZRLC considers that this 30% debt level should be conducive to securing lending at attractive interest rates.
NZRLC will have the following financial capacity for making acquisitions from this Offer:
2
A major transaction under the Listing Rules will arise if the value of the land being acquired exceeds 50% of NZRLC’s market capitalisation.
3
NZRLC will pay brokerage on Applications that are allotted based on a percentage of their value. Accordingly, the higher the amount raised under the Offer, the higher the amount of brokerage that is payable.
Further information on brokerage is set out in the document titled ‘Other Material Information’ that is available on the Offer Register (at www.disclose-register.companiesoffice.govt.nz and search for offer
number ‘OFR12993’).
Total acquisition capacity from the Offer and debt
NZRLC will also look at opportunities to acquire rural land where all or part of the purchase price can be paid in Shares. NZRLC
has no intention of issuing different classes of equity securities in these situations but may require Vendors to escrow or enter
restricted security deeds in respect of the Shares they receive (particularly as security for any warranty claims). This approach will
give vendors the opportunity to receive listed securities for their illiquid dairy properties (see Section 2.8 for information on the
recent decline of sales for large scale dairy farms). While this will dilute Shareholders’ voting rights in NZRLC, NZRLC will preserve
cash and the acquired rural land will increase the assets of NZRLC and, subject to land value risk (described in Section 8), NAV
per Share should not be diluted.
Until NZRLC is party to an unconditional contract to acquire rural land it will not be liable to commence paying any fees to the
Manager under the Management Agreement, minimising its expenses while its only material asset is cash.
If NZRLC is not a party to an unconditional contract to acquire rural land on or before 31 December 2021, the Board will call a
special meeting of shareholders to vote on placing NZRLC into solvent liquidation by special resolution, giving Shareholders the
opportunity to choose to have their capital returned to them.

14
New Zealand Rural Land Company Limited - Product Disclosure Statement
Operating Performance
& Experience
• Proven ability to operate through
commodity cycles;
• Proven ability to operate elite EFS
(Economic Farm Surplus) farms;
• Attract and retain quality management.
Strong Balance Sheets
• Sufficient assets / Equity to meet the
vagaries of climate and commodity
price volatility while still meeting
financial obligations;
• NZRLC requires Tenants to have at
least 6x annual lease obligations worth
of equity or provide other suitable
security arrangements for lease
obligations.
Robust Governance
• Independent and experienced
governance;
• Able to operate professional
management and investment structure.
Sustainability Focus
• Reputation for efficient and sustainable
farming practices;
• Long-term stable operational
performance, through various cycles.
NZRLC has undertaken due diligence on three potential
Tenants. Confidentiality arrangements and memoranda of
understanding have been entered into with these parties but
no legally binding contracts or commitments to enter any
leasing arrangements have been entered into at this time.
These preliminary steps have been undertaken to ensure
NZRLC is acquisition ready as it will collaborate with a
preferred Tenant in its acquisition due diligence processes.
NZRLC will only acquire rural land where it has selected a
Tenant for that rural land and has agreed a binding lease
with the Tenant.
NZRLC will also consider acquisition opportunities where a
Tenant owns the rural land with a view to leasing that rural
land back to the Tenant. NZRLC considers these transactions
could be attractive given that such a Tenant would have
operational familiarity with the rural land it will lease
combined with the release of considerable capital from such
a sale to invest in their operations.
NZRLC will look to enter long term leases with Tenants and
will target having an initial weighted average lease term
of 10 years across its land portfolio. Leasing arrangements
must be approved by the Board as part of approving any
acquisition with that decision being based on information and
recommendations presented to the Board by the Manager.
NZRLC will seek to include in its dairy property leases, terms
based on the following:
• Term: Minimum of 10 years with rights of renewal to be
agreed on a case by case basis.
• Rental: NZRLC will target a minimum 4.5% Gross Lease
Rate. However, based on NZRLC’s investigations to
date, the Board considers that a higher Gross Lease Rate
2.5 ................................................................................
Leasing and Tenant Strategy
NZRLC will lease the rural land that it acquires to experienced
Tenants. Tenants will be selected based on:
• operating history showing strong financial
performance and experience in mitigating
traditional farming risks;
• strong balance sheets or an ability to provide
other suitable security, and ability to service rent
obligations to NZRLC;
• calibre of management and governance; and
• farming practices - sustainability focus,
environmental compliance and animal health and
welfare.
NZRLC considers that its leasing proposition is attractive to
Tenants as they can allocate their capital towards expansion
and efficiency in their agricultural operations rather than
having significant amounts of their capital invested in the land
itself.
NZRLC’s Criteria for Selecting Tenants
NZRLC selects Tenants based on the following criteria:

15
New Zealand Rural Land Company Limited - Product Disclosure Statement
is capable of being achieved. The Gross Lease Rate will
be negotiated by NZRLC with rural land vendors and
Tenants respectively. Gross Lease Rate is not the same
as a return to Shareholders (which will be subject to a
range of other factors including capital expenditure costs
and NZRLC expenses). Rental will be adjusted during
the term with consumer price index (CPI) rent reviews
every three years of the lease term. Ratchet clauses will
be sought where appropriate.
• Security: Tenants will be expected to hold and
maintain equity of at least six times their annual rental
obligations or provide other suitable security for their
lease obligations to NZRLC. Where appropriate,
security arrangements such as bonds, charges over milk
proceeds and/or supporting guarantees will be sought
as security.
• Operating Expenses: To be met by the Tenant and,
subject to negotiations in the circumstances, are
expected to include regional and council rates, and
property insurance.
• Maintenance: The Tenant is to be generally responsible
for the costs of maintenance of the land, buildings
and amenities during the term. However this will be
negotiated on a case by case basis as the arrangements
will need to reflect the age and quality of the specific
buildings and amenities in question together with any
intended capital improvements.
• Capital Expenditure: Capital expenditure for
improvements will be an obligation for NZRLC to meet
when an improvement is at the end of its useful life. Other
capital expenditure for improvements on NZRLC’s rural
land will be agreed on a case by case basis with Tenants,
having regard to the needs of the particular property to
be efficient for the Tenant’s operations. Identifying those
needs will form an important part of due diligence on
a prospective acquisition and in negotiating rental.
NZRLC will seek to negotiate that there are defined
contributions from NZRLC for this capital expenditure or
that it is reflected in NZRLC’s proposed purchase price.
• Farming Guidelines: Covenants will be included to
help protect the condition and value of the rural land
(see discussion on Tenant Risk (operational) in Section
8) and help ensure that the rural land is responsibly
farmed. These include requiring the Tenant to:
- Land Use: Undertake a sustainable farming and
dairy supply system based on the land type and
location.
- Environmental: Farm in accordance with resource
consents, applicable law and industry best practice.
- Animal Welfare: Comply with the Animal Welfare
Act 1999, including the Code of Welfare for Dairy
Cattle, Code of Welfare for Painful Husbandry
Procedures, Code of Welfare for Transport of
Animals in New Zealand and other legislation and
Codes which may become applicable.
- Access: Allow access to NZRLC or its agents
at least annually for the purpose of reviewing
compliance with the lease terms.
- Health and Safety: Have best practice policies
and compliance with health and safety requirements
to support the safety and wellbeing of persons that
are present on the land at any time.
Unless negotiated otherwise in the circumstances of a
particular lease or property, NZRLC should only be liable for
capital expenditure for improvements as is described above.
Where a Tenant breaches the terms of a lease, NZRLC
may require them to take remedial action or take Court
proceedings for damages resulting from the breach. In an
instance of a material breach of a lease, NZRLC may also
seek to terminate the lease and replace the Tenant.

16
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.6 .................................................................................................................................................................................
The Manager
The Manager is a New Zealand limited partnership with the following structure and management on or before Allotment
4
:
On 13 November 2020, NZRLC entered into the
Management Agreement with the Manager. A copy of the
Management Agreement is available on the Offer Register
(at www.disclose-register.companiesoffice.govt.nz and
search for offer number ‘OFR12993’).
The material terms of the Management Agreement are:
• Role: The Manager is the sole and exclusive manager of
NZRLC and reports to the Board.
• Services to NZRLC: The Manager is responsible for all
management functions of NZRLC, including:
- Providing administrative and general services;
- Sourcing and securing potential investors;
- Sourcing acquisition and leasing opportunities,
overseeing due diligence for the purchase and
leasing of rural land (including Tenant selection)
and negotiating and executing acquisitions (subject
to Board approval);
- Managing NZRLC’s rural land assets and Tenant
relationships;
- Arranging audit and valuation services; and
- Engaging BDO Wellington to administer the
accounting and finance functions of NZRLC.
• Authority: The Manager is unable to commit NZRLC
to incur any financial indebtedness or commit NZRLC
to any guarantee or indemnity without the Board’s prior
written approval.
• Term: There is no defined term for the Management
Agreement and the Manager continues in its role
in perpetuity unless the Management Agreement is
terminated or NZRLC and the Manager mutually agree
otherwise.
Limited Partners
Allied Farmers Limited (50%)
Elevation Capital Management Limited (27.5%)
RPMilsom Investments/Richard Milsom (12.5%)
Hopeton Trustee Company Limited (10%)
General Partner
New Zealand Rural Land Management GP Limited
Directors of General Partner
Shelley Ruha (Independent Chair)
Richard Milsom (Executive Director)
Marise James (Non-Executive Director)
Consultants
Christopher Swasbrook
Hayden Dillon
NEW ZEALAND Rural Land
management limited partnership
4
At the date of this PDS the limited partners of the Manager are Elevation Capital Management Limited (55%), RPMilsom Investments Limited/Richard Milsom (25%) and Hopeton Trustee Company Limited
(20%) and the directors of the general partner are Shelley Ruha, Richard Milsom, Christopher Swasbrook and Hayden Dillon. The limited partners have entered an agreement to sell half of the limited partner
interests they hold to Allied Farmers Limited. Completion of that sale is expected to occur between the Closing Date and Allotment. At completion Christopher Swasbrook and Hayden Dillon will resign as directors
of the general partner and Marise James will be appointed as the Allied Farmers Limited nominated director. The diagram above reflects the structure of the Manager from completion.

17
New Zealand Rural Land Company Limited - Product Disclosure Statement
Termination: The Management Agreement can only
be terminated:
- By NZRLC or the Manager if the other party winds
up or suffers an insolvency event.
- By NZRLC if the Independent Directors unanimously
agree (based on independent legal advice) that the
Manager has committed an act of fraud or wilful
default.
- By NZRLC if there is an assignment of the
Management Agreement by the Manager or a
change in ownership of the Manager and, in either
case, the right of first refusal requirements discussed
below are not complied with.
- By the Manager on 12 months written notice.
• Permitted Change of Control: Allied Farmers Limited
holds a call option to acquire the limited partner interests
in the Manager that it will not hold following the Closing
Date at a price determined by independent valuation.
This will be paid for in Allied Farmers Limited shares on
the date of exercise, or in cash if requested by a vendor
and agreed to by Allied Farmers Limited. Allied Farmers
Limited may only, at its sole discretion, exercise the
call option once approximately two years has elapsed
following the Closing Date. The call option can then be
exercised at any time for a 12 month period before it
lapses and is of no further effect. If the call option is
exercised by Allied Farmers Limited it is deemed to not
constitute a change of control of the Manager or give
rise to the right of first refusal described below.
• Right of First Refusal: NZRLC has a right of first refusal
to:
- Be assigned the Management Agreement if the
Manager proposes to assign the Management
Agreement to a third party. NZRLC must be offered
an assignment of the Management Agreement at the
value proposed to the Manager by that third party.
- To acquire limited partner interests of the Manager
if a limited partner of the Manager proposes to sell
limited partner interests of the Manager to a third
party. NZRLC must be offered those limited partner
interests at the value proposed to that third party.
If NZRLC does not exercise its right of first refusal, the
assignment or sale to a third party must still be consented
to by NZRLC and that consent must not be unreasonably
withheld.
• Disputes: Disputes between the Manager and NZRLC
are to be settled by negotiation. If the dispute is not
resolved by negotiation, NZRLC and the Manager must
refer the dispute to mediation. If the dispute is not resolved
by mediation, NZRLC and the Manager must refer the
dispute to arbitration where it will be determined by an
arbitrator in accordance with the Arbitration Act 1996.


Any amendments to the Management Agreement may be
subject to Listing Rule obligations, such as the obligation to
obtain shareholder approval for certain transactions with
related parties. Whether shareholder approval is required
will depend on the materiality of the proposed amendment.
Under the Management Agreement, NZRLC is liable to pay
fees to the Manager as follows:
• Management Fee: A management fee payable from
the last day of each calendar month equal to 0.50% per
annum (plus GST) of NZRLC’s Net Asset Value. For the
purposes of the management fee calculation, Net Asset
Value will be taken from the management accounts of
NZRLC (as approved by the Board) for the preceding
month. The management fee will only begin to accrue
and become payable to the Manager in the month that
NZRLC has an unconditional contract in place to acquire
its first rural land assets.
• Transaction Fee: A transaction fee is payable for
each acquisition or disposal of rural land assets by
NZRLC. This fee will be equal to 1.25% (plus GST) of the
acquisition or divestment value of the rural land.
• Lease Fee: For each lease entered into by NZRLC for its
rural land assets, a fee of $30,000 (plus GST) will be
payable to the Manager.
• Performance Fee: An annual performance fee
equal to 10% of any increase in NZRLC’s Net
Asset Value, based upon the Net Asset Value
per Share from one financial year to the next.

Where no performance fee is payable in a financial
year, NZRLC’s Net Asset Value per Share will in the
next financial year be compared to the Net Asset
Value per Share in the last financial year that a
performance fee was paid. In addition, the Net Asset
Value per Share will be adjusted to remove the impact
of any Capital Reconstruction of NZRLC so that the
effect of the Capital Reconstruction is not prejudicial
or advantageous to either the Manager or NZRLC
in the course of calculating the performance fee.

The performance fee is payable in Shares. Those Shares
will be issued at an issue price equal to Net Asset Value
per share in the NZRLC audited financial statements
for the year in which the performance fee is being
calculated. The Manager must retain and not dispose of
50% of any Shares issued as a performance fee for five
years from the issue date under a restricted security deed.
When a performance fee is paid, Shareholders will have
their shareholdings diluted in terms of voting rights and
returns. However, NZRLC will preserve cash that would
otherwise be payable as a form of compensation to the
Manager for performance.

18
New Zealand Rural Land Company Limited - Product Disclosure Statement
ItemBasis of Calculation
Hypothetical
Amount
FY21 Net Asset Value Taken from the audited financial statements of NZRLC for
FY21
$100 million
Shares on issueBased on NZRLC share register as at 30 June 202160 million
FY21 Net Asset Value per
Share
Net Asset Value divided by number of Shares on issue$1.6667
FY22 Net Asset Value Taken from the audited financial statements of NZRLC for
FY22
$105 million
Shares on issueBased on NZRLC share register as at 30 June 202260 million
FY22 Net Asset Value per
Share
Net Asset Value divided by number of Shares on issue$1.7500
Net Asset Value growth Subtract FY21 Net Asset Value per Share from FY22 Net
Asset Value per Share and multiply by Shares on issue as
at 30 June 2022
$5.0 million
5
Performance Fee 10% of Net Asset Value growth$0.50 million
Issue price of SharesNet Asset Value - per share as at 30 June 2022 and
taken from the audited financial statements of NZRLC for
FY22
$1.7500
285,715
Shares issued to Manager to satisfy performance fee
Hypothetical performance fee for FY22
In accordance with GAAP, NZRLC’s rural land assets will be independently valued every year to determine a fair value of those
rural land assets for inclusion in NZRLC’s audited accounts.
The Manager will review the management fee and performance fee with the Independent Directors of NZRLC every five years
during the term of the Management Agreement with any amendments to be mutually agreed. The Manager is entitled to be
reimbursed third party costs, expenses and charges incurred by the Manager on behalf of NZRLC in connection with the operation
of NZRLC and its business and assets. Other than as set out above, no further fees or amounts are payable to the Manager under
the Management Agreement unless they have been agreed to by the independent Directors in writing.
5
Rounded up to the nearest $100,000.
A hypothetical example of how the performance fee is calculated follows and assumes that no capital reconstruction occurred
during that year:

19
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.7 .................................................................................................................................................................................
Strategic Advantages for NZRLC
• NZRLC will be a New Zealand owned acquiror of
rural land.
Overseas Persons wanting to acquire New Zealand rural
land must obtain approval under the Overseas Investment
Act 2005. This requires making an extensive application for
approval and satisfying the relevant Government ministers
of the real and identifiable national benefits to New
Zealand from the Overseas Person making the acquisition.
This has become perceived as a highly politicised and
time consuming process with applications for consent to
acquire farm land taking, on average, approximately six
months from initial submission to be determined. In addition
farm land must generally be advertised for sale on the
open market before an Overseas Person may acquire it. A
ministerial directive issued in November 2017 has severely
constrained the ability of Overseas Persons to access
the New Zealand rural land market. Since that directive,
overseas investment approvals granted to Overseas
Persons for rural land are down over 50% from the highs
of 2014.
This approval regime creates real uncertainty for vendors
as to whether an Overseas Persons will obtain approval
and therefore whether a sale will complete. Given the
large decrease in overseas approvals granted since 2014,
the regime appears to have substantially reduced foreign
demand for acquiring New Zealand rural land.
NZRLC has restrictions in its Constitution (see Section 6.1)
and scaling provisions under this Offer where Overseas
Persons may not in aggregate hold 24.9% or more of the
Shares - if overseas persons hold 25% or more NZRLC will
be deemed to be an Overseas Person. This ensures NZRLC
itself will not be classified as an Overseas Person and will
not be required to obtain Overseas Investment Act 2005
approvals to make acquisitions.
NZRLC considers that it has the following strategic advantages which will present NZRLC with opportunities to execute its
investment strategy:
• NZRLC will not have a high reliance on debt
funding and will inject capital into the sector.
The agricultural sector, especially the dairy sector, has
historically had a high reliance on debt funding as the
primary source of capital. However, lending appetites
have changed within the banking sector and lending is
now significantly constrained, particularly to the dairy
sector.
Between 2003 and 2019, dairy debt has grown +267%
while total overall loans grew in the agricultural sector
much slower +192%
6
;
Dairy debt now accounts for 9% of overall loans and
65% of agriculture loans;
Debt has been the primary source of capital for Dairy
Farms in New Zealand; and
Debt per kgMS has grown from NZ$ 9.48 in 2003
to NZ$ 21.99 in 2019
7
.
$
Composition of Bank Lending
14%
1%
1%
3%
9%
2%
24%
60%
Household
Business
Other
Agriculture
Sheep and Beef
Horticulture
Other Agriculture
Dairy
Growth of Dairy Sector Debt
NZD million
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
20032004200520062007200820092010201120122013201420152016201720182019
Debt/kgMSDairy loans
Source: RBNZ Financial Stability Report November 2019
Source: MPI Situation and Outlook for Primary Industries December 2019
6
MPI Situation and Outlook for Primary Industries December 2019
7
RBNZ Financial Stability Report November 2019

20
New Zealand Rural Land Company Limited - Product Disclosure Statement
Banks are increasingly requiring principal repayments on dairy sector debt. Since December 2016 the share of ‘interest only’
loans has decreased from 67% to 58% while ‘principal and interest’ loans have increased from 8% to 16% with the balance of
lending being in revolving credit facilities. Credit growth to the dairy sector has declined to below zero while lending to other
agriculture sectors has grown steadily.
• More Dairy Farm Balance Sheets are Currently
Stressed
Debt-to-Assets ratio for the owner-operated dairy farms
has grown from 42% in 2009 to 52% in 2018;
24%
*
to 30%
**
of New Zealand Dairy farms are classed
as highly indebted resulting in a “distressed debt” market
size of between NZ$ 9.94 billion to NZ$ 12.42 billion;
Options for relief are becoming increasingly limited:
- High Debt-to-Income farms are struggling to
service debt despite strong milk prices;
- Operators who may have traditionally been potential
acquirers have high debt levels themselves.
Dairy Sector Debt
201320152016201720182014
NZ$ per kgMS
% Of Debt Held By Highly Indebted Farms
20
18
22
24
160
10
20
30
40
Debt per kgMS produced% of debt held by highly indebted farms (RHS)
Agriculture Sector Debt-to-Income Ratio
2000200920122015201820032006
200%
100%
300%
400%
00
100%
200%
300%
400%
DairyAgriculture
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Principal & interestInterest only
Revolving credit
0%
Dec-2016Feb-2017Apr-2017Jun-2017
Aug-2017
Oct-2017
Dec-2017Feb-2018Apr-2018Jun-2018
Aug-2018
Oct-2018
Dec-2018Feb-2019Apr-2019Jun-2019
Augv-2019
Agrictultural Sector Debt by Type
Agriculture Credit Growth
Dairy H2 2019
-4%
0%
4%
8%
12%
16%
20%
Jan-2016
Mar-2016
May-2016
Jul -2016
Sep-2016
Nov -2016
Mar -2017
May -2017
Jan -2017
Jul -2017
Sep-2017
Nov -2018Jan -2018
Mar-2018
May-2018
Jul-2018
Sep-2018
Nov-2018Jan-2018
Mar -2018
May -2018
Jul-2018
Sep-2019
DairyOther Agriculture
*24% of New Zealand dairy farms have a debt-to-asset ratio of >70%. Ministry for Primary
Industries, Situation and Outlook for Primary Industries, December 2019, https://www.
mpi.govt.nz/dmsdocument/38930-Situation-and-Outlook-for-Primary-Industries-SOPI-
December-2019
**% of New Zealand dairy farms have >NZ$35 debt per kgMS. RBNZ Financial Stability
Report, November 2019, https://www.rbnz.govt.nz/-/media/ReserveBank/Files/
Publications/Financial%20stability%20reports/2019/fsr-nov-2019.pdf?revision=f6f207b0-
9248-46a2-91bb-79519010b566
Source: Reserve Bank of New Zealand Bank : Assets – Loans by product – S32 (Dec 2016 – current), Released 30 October 2020 https://www.rbnz.govt.nz/statistics/s32-banks-assets-loans-by-product.
Source: RBNZ Financial Stability Report November 2019.
Source: RBNZ Financial Stability Report May 2018.
Source: RBNZ Financial Stability Report November 2018.

21
New Zealand Rural Land Company Limited - Product Disclosure Statement
The combination of these factors has resulted in a lack of capital for the dairy sector. NZRLC will inject new capital into the dairy
sector by acquiring dairy properties with the proceeds of this Offer and debt to a maximum of a maximum of 30% of Total Assets.
This will offer Tenants the opportunity to grow their operations without having large amounts of capital invested in land ownership.
As NZRLC will be positioned to inject capital into the dairy sector at a time when it is needed, this is expected to present NZRLC
with opportunities to acquire quality dairy properties at attractive entry price points.
However, this lack of capital can also present a risk to land values. If potential acquirers of dairy properties cannot source capital
to acquire dairy properties, demand decreases and vendors may need to accept lower sale prices in order to divest their dairy
properties. Industry sale values will influence the carrying value of NZRLC’s rural land assets in its balance sheet.
Investors In Rural Land
EQUITY
CAPITAL
LEASE
AGREEMENT
POTENTIAL
DIVIDENDS
AND CAPITAL
GAINS
LEASE
PAYMENTS
Land OwnerTenant
Rural land continues to remain
an attractive asset class
8
for
diversified portfolios.
Investors benefit from dividends
via lease payments and long-
term capital appreciation (if land
values increase) while mitigating
traditional risks from operational
assets and commodity price
volatility.
NZ Rural Land Company will
acquire rural properties at
attractive prices and lease the
underlying land to Tenants.
As a landowner NZRLC is not
directly exposed to traditional
risks in agricultural operations.
Experienced, well financed,
sustainability focused Tenants
are best positioned to manage
on-farm and other business
risks.
Our Tenants benefit from long-
term lease of the land and pay
lease payments during the
term period (10 years will be
sought).
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
• NZRLC will clearly separate land ownership from land operations
NZRLC offers a unique solution in the current market place
8
We consider New Zealand Dairy Land is an attractive asset class for a diversified portfolio due to its low standard deviation in returns (7.17% from 2000-2019 versus S&P 500
14.86%) and exhibiting low correlation with major indices (11.17% correlation with the S&P 500 from 2000-2019, and 12.45% correlation with the NZX50 from 2002-2019).
Through this separation investors are not directly exposed to on-farm operations. However, they are exposed to changes in land
prices and Tenant profitability over the long term, both of which are affected by sector profitability.

22
New Zealand Rural Land Company Limited - Product Disclosure Statement
• NZRLC’s model offers benefits to all stakeholders
Banks / Highly Indebted Farms need:
• Non-Overseas Person and NZX listed investor
to acess capital and purchase farms in a capital
constrained sector;
• Fresh equity into the sector by way of farm
purchases; and
• Politically palatable solution to rural debt
challenges.
Tenants benefit from:
• Long-term landowner / capital provider;
• Access to agricultural assets via lease which
improves their capital efficiency; and
• Access Large scale operations.
TenantsBanks
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
Investors are seeking:
• Transparent access to rural
assets;
• Credible and reliable tenants
for regular rental payments; and
• Liquidity through an
NZX listing.
need a solution
need a solutionneed a solution
It is important to remember, land ownership in the agricultural sector requires significant capital which Tenants may have difficulty
accessing to fund expansion, modernise farming practices or increase herd sizes. The NZRLC model allows Tenants to access
growth capital they otherwise would have invested in land ownership and gives NZRLC direct exposure to land as an investment
class.
Investors

23
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.8 .................................................................................................................................................................................
Industry Overview
NZRLC will be directly exposed to rural land prices and the ability of Tenants to meet their lease obligations. Until NZRLC diversifies
by expanding into land ownership in other agricultural sectors, it will have concentrated exposure to the dairy sector.
Agricultural land is increasingly important as the world’s population grows. In the past, exponential growth in food demand was
met by innovation, scientific advancements and farming efficiency adding value to agricultural land. Increasing productivity was
accompanied by high farm inputs and high farm emissions which is no longer sustainable or aligned with consumer and societal
preferences. Therefore, the value in sustainable and productive agricultural land is expected to increase over time, particularly as
productive land becomes more scarce.
• Global Population Growth Yet Available Land Declining
The global population is estimated to increase by +41% between 2010 and 2050, causing the demand for food to increase.
Based on current projections, the supply of dairy-based protein (milk) alone, was 6 million tons short of demand in 2017 and this
shortage is estimated to be around 30 million tons by 2027
*
.
There is a rising consumer preference for ethically produced food and rising global incomes which increases the demand for
premium food that New Zealand produces.
It is projected that by 2050 feeding the world will require an increase in food production of 71%, at a time when supply of rural
land is decreasing
**
.
• New Zealand’s Natural Environment suits Dairy Farming and has a Lower Cost of Production
NZRLC will be exposed to changes in land prices so considering where New Zealand land sits relative to the rest of the world is
important when considering both the risk around land prices and risk to Tenants. New Zealand has a competitive advantage in
primary produce. New Zealand’s success in food production is a result of its natural environment allowing it to produce sustainable
food products in a cost-efficient manner and the logistical support and human capital developed over time.
Production volume is highly influenced by weather and the economic environment. New Zealand’s climate and pasture-based
milk production systems provide a comparative advantage over other countries that rely on intensive grain-fed milk operations.
While pasture-based production results in a very seasonal milk supply, milk volumes are generally stable at a comparatively low
cost. This allows New Zealand dairy commodity products to remain competitive internationally. In comparison, milk production
changes in the European Union and the United States are largely based on the balance of feed costs to milk price and the effects
of weather are limited to its impact on feed supply and therefore cost.
However, changes in New Zealand’s climate conditions are a significant general risk that could reduce this competitive advantage.
The prevalence of droughts and other extreme weather events can reduce productivity, increase operational costs and give rise to
capital expenditure (for example, costs for introducing irrigation systems).
* Nature Partner Journals, The science of food security, August 2018, https://www.nature.com/articles/s41538-018-0021-9.pdf
** Food and Agriculture Organisation, Land Use, http://www.fao.org/faostat/en/#data/RL/visualize

24
New Zealand Rural Land Company Limited - Product Disclosure Statement
• New Zealand’s natural advantage and efficient production has resulted in attractive long-term
returns for sub sectors of rural land
199619971998199920002001200220032004200520062007200820092010
2011
2012
2013
201420152016
2017
20182019
199619971998199920002001200220032004200520062007200820092010
2011
2012
2013
201420152016
2017
20182019
199619971998199920002001200220032004200520062007200820092010
2011
2012
2013
201420152016
2017
20182019
199619971998199920002001200220032004200520062007200820092010
2011
2012
2013
201420152016
2017
20182019
New Zealand Agriculture Sub-Sector Asset Cycles confirms
the opportunity is most attractive in Dairy Farms at present
Median price per hectare ($)
ARABLE
HORTICULTURE
LIVESTOCK
10,000
0
20,000
30,000
40,000
50,000
60,000
199619971998199920002001200220032004200520062007200820092010
2011
2012
2013
201420152016
2017
20182019
DAIRY FARM
RBNZ & OIO
POLICY CHANGES
+5.88%
-8.19%
CAGR - Compound Annual Growth Rate
%
+4.98%
0
2,000
4,000
6,000
8,000
10,000
12,000
FORESTRY
+40.77%
+9.94%
-11.43%
+9.74%
+13.58%
+3.16%
+9.26%
-17.58%
+5.28%
0
10,000
20,000
30,000
40,000
50,000
60,000
0
5,000
10,000
15,000
20,000
25,000
0
50,000
100,000
150,000
200,000
250,000
300,000
-23.67%
-20.54%
Source: Real Estate Institute of New Zealand (REINZ).
Since 2017, dairy property prices have declined by 16% and dairy farm sale volumes from 2019 are 30% lower than in 2016
caused by a combination of factors including foreign buyers being blocked from the market and banks tightening credit to dairy
farmers. This decline in liquidity should present opportunities to secure attractive entry price points for large scale dairy property
acquisition. This decline in liquidity contributes to increased volatility in dairy property prices. This is illustrated in the chart below:
Median NZ$ per hectare of dairy farm land
$0
$10,000
$20,000
$30,000
$40,000
$50,000
DAIRY LANDy
RBNZ & OIO
Policy Changes
CAGR
+5.88% P.A.
Current price levels
for dairy farms*
CAGR
8.19% P.A.
19 9 6
Q1 Q3
19 9 7
Q1 Q3
19 9 8
Q1 Q3
1999
Q1 Q3
2000
Q1 Q3
20 01
Q1 Q3
2002
Q1 Q3
2003
Q1 Q3
2004
Q1 Q3
2005
Q1 Q3
2006
Q1 Q3
2007
Q1 Q3
2008
Q1 Q3
2009
Q1 Q3
2010
Q1 Q3
2 0 11
Q1 Q3
2 012
Q1 Q3
2 013
Q1 Q3
2 014
Q1 Q3
2 015
Q1 Q3
2016
Q1 Q3
2 017
Q1 Q3
2 018
Q1 Q3
2 019
Q1 Q3
Dairy Land
Source: Real Estate Institute of New Zealand (REINZ)
*Dairy Farm Median Land Prices for quarter ending August 2019 over quarter ending August 2017. Dairy farm prices referred to in the chart are median land prices which is the midway point of sale
price in a 3-month period. Median is a better indicator for market trend for land prices. Outliers and skew have a lesser impact on median when compared to simple averages; The dataset is small - Sales
volume data =13 farms have been sold in August 2019 vs 20 farms in August 2017;
The charts below provide an overview of the historical returns for distinct periods from agricultural land ownership since data was
first recorded by REINZ (Real Estate Institute of New Zealand).
The graphs illustrate different periods of positive and negative performance across sub-sectors of rural land which in order
to achieve long-term capital growth NZRLC will need to capitalise on in the future by acquiring rural land during periods of
underperformance.

25
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.9 .............................................................................................................................................................................
COVID-19 – Impact on New Zealand’s Agricultural Sector
Despite COVID-19 causing considerable logistical challenges and reducing sector capacity, New Zealand’s food producing
sector was able to continue operating and exporting during lockdowns this year.
Agriculture has faced significant challenges, and it will be some time before the full impact of the world’s response to COVID-19
on the sector will be known. The largest challenges include supply chain disruptions and how a prolonged global recession may
impact consumer demand. Lockdowns have led to a steep fall in economic activity and it is increasingly apparent that the global
economic recovery may take longer than originally anticipated.
In the view of the Board, COVID-19 is impacting each of NZRLC’s intended primary sectors as follows:
• Dairy: Supply chain disruptions have arisen, primarily caused by border restrictions. Given the critical importance of
food it is reasonable to assume that Governments will act decisively to manage these disruptions.
• Sheep and Beef: Red meat markets such as sheep and beef maintain an uncertain outlook, with a number of contradictory
signals. Strong Chinese import demand is expected to remain a significant feature of the global meat trade, but elsewhere
recession is likely to reduce demand.
• Horticulture: COVID-19 has had little impact on kiwifruit and apple exports despite the logistical and labour challenges
at harvest. Global demand for fresh fruit remains strong, particularly in Europe and North America. There also continues
to be strong demand for vegetables. The key issue affecting demand during lockdowns is the inability to sell produce
through non-supermarket outlets such as restaurants, local markets and grocers. This has a disproportionally larger impact
on smaller growers who tend to supply these trade channels.
• Forestry: The forestry sector has been significantly impacted by the outbreak and responses. While the industry has since
lockdown resumed operations, the main uncertainty is the strength of China’s demand for logs.
While the COVID-19 pandemic presents continuing global economic uncertainty at the date of this PDS, and may continue to
cause disruptions, particularly to farming supply chains, food production is an essential sector that is likely to continue operating
even if further lockdowns occur in New Zealand.
• Industry Summary

The Board considers that New Zealand dairy properties are currently an attractive asset class on the assumptions of growth in
global dairy consumption, and demand for dairy products exceeding supply. If there is an increase in commodity prices (which
is principally driven by demand) and improved profitability for farmers, NZRLC expects New Zealand dairy property prices to
appreciate over time.
However, commodity prices can fall and farm operating costs can increase which could reduce profitability for Tenants increasing
NZRLC”s default risk. These factors occuring for a sustained period may cause land values to reduce. These, and other factors,
may also adversely affect investor sentiment causing the market price of Shares to decrease even if land values are holding firm
or increasing.

26
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.10 ................................................................................................................................................................................
Directors and Senior Managers
Board of Directors
NZRLC has an experienced Board with a diverse range of skills including industry and business knowledge, financial
management and corporate governance experience.
Rob is currently the Chair of Summerset Group Holdings Limited, SkyCity
Entertainment Group Limited, Tourism Holdings Limited, Ara Ake Limited and WEL
Networks Limited. Rob is also a director of Precinct Properties New Zealand Limited
and Ultrafast Fibre Limited.
Rob has over 30 years’ experience in capital markets and is a director of, or
advisor to, a range of investment fund and private equity groups in New Zealand,
Australia, Hong Kong and the United States of America.
Rob holds a Bachelor of Arts with First Class Honours in Economic History and
Political Science and a Masters of Philosophy in Economics. Rob is 69 years old.
Sarah is an independent director of Comvita Limited and a director of Lifestream
International Limited, Calocurb Limited and Lanaco Limited.
Sarah was previously employed by Fonterra and held roles as Vice President
International Farming based in China, Managing Director of Dairy Nutrition and
Managing Director of RD1 - Fonterra’s chain of rural retail stores. Before that, Sarah
had 10 years as Managing Director of Healtheries/ Vitaco NZ Limited. During
her time at Healtheries, she oversaw the merger of Healtheries with Nutralife,
doubling the size of the organisation and increasing market share significantly in
both NZ and Australia, along with taking the business into international markets.
Sarah is originally a veterinarian by training and has held a number of other senior
executive positions in agribusiness and food industries.
Sarah holds a Bachelor of Veterinary Science with Distinction, a Post Graduate
Diploma in Finance and Marketing, and a MBA (Sloan Fellow) from MIT Sloan
School of Management. Sarah is 57 years old.
Chris is a co-founder of New Zealand Rural Land Management Limited. He is also
the founder and managing director of Elevation Capital Management Limited.
Chris is currently a Board Member of the Financial Markets Authority, a member
of the NZX Listing Sub-Committee and a member of the NZ Markets Disciplinary
Tribunal. Chris is also the Chair of Bethunes Investments Limited and a director of
Swimtastic Limited.
Chris was previously a Partner of Goldman Sachs JBWere Pty Limited, Co-Head
of Institutional Equities at Goldman Sachs JBWere (NZ) Limited and a Foundation
Broker of the New Zealand Exchange Limited (“NZX”) and before that an Individual
Full Member of the NZ Stock Exchange.
Chris holds a Bachelor of Commerce in Economics and has undertaken post
graduate/executive education courses at The University of Auckland, Columbia
University, New York University, London School of Economics and the Harvard
Kennedy School. Chris is 47 years old.
Rob Campbell
Independent Chairman
Sarah Kennedy
Independent Director
Christopher Swasbrook
Director

27
New Zealand Rural Land Company Limited - Product Disclosure Statement
Senior Officers
NZRLC will not have any employees and its management functions will be performed by the Manager under the Management
Agreement. The senior officers of the Manager are:
Richard is a co-founder and executive director of New Zealand Rural Land
Management Limited. Richard is on the board of the Institute of Finance Professionals
New Zealand (INFINZ).
Richard is the CEO of Bellevue Enterprises Limited, a bovine genetic improvement
business with interests in dairy farming, porcine genetics, pork sales and commercial
property.
Richard also acts as a consultant at Elevation Capital Management Limited where he
has been deployed into special situation investments among other responsibilities.
Richard holds a Bachelor of Commerce in Finance and Economics. He has also
undertaken post graduate/executive education courses at Columbia University
and Harvard Business School. Richard was recognised within the financial services
industry by being awarded the INFINZ – Emerging Leader Award 2017.
Hayden Dillon is a co-founder of New Zealand Rural Land Management Limited.
Hayden is an experienced advisor with over 20 years in providing governance,
structural, financial, and risk management advice. He is currently the Managing
Partner for Findex Waikato and is head of New Zealand agribusiness for Findex.
Hayden is an independent director of various large-scale dairy farming operations
in Canterbury and Southland which produce over 7 million milk solids in production
and includes New Zealand’s largest organic milk producer. He also chairs Bioceta
Limited and is a trustee of the South Waikato Investment Fund and is an independent
director of Rowing New Zealand.
Hayden has previously held key finance and management roles with the Bank
of New Zealand as a Senior Partner and the National Australia Bank in the
agribusiness sector.
Hayden holds a Bachelor of Commerce in Agriculture majoring in Farm Management
and a Graduate Diploma in Applied Finance and Investment majoring in Treasury.
He is a Fellow of the Financial Securities Institute of Australasia and a member of
the Institute of Directors.
See previous.
Richard Milsom
Hayden Dillon
Christopher Swasbrook
To support the finance, governance and administration functions of NZRLC, the Manager and NZRLC have engaged BDO
Wellington to provide accounting services and Duncan Cotterill to provide company secretarial services.

28
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.11 ................................................................................................................................................................................
Substantial Shareholders and Relevant Interests held by Directors and Senior Managers
Current Substantial Shareholders
As at the date of this PDS, the following shareholders have a relevant interest in 5% or more of the Shares:
NameRelevant interest heldNumber of Shares held% of Shares held
Elevation Capital
Management Limited
Legal and beneficial owner73,40945.880%
Tutanekai Investments
Limited
Legal and beneficial owner40,00025.000%
Sarah KennedyLegal and beneficial owner20,00012.500%
RPMilsom Investments
Limited
Legal and beneficial owner14,8319.269%
Hopeton Trustee Company
Limited
Legal owner11, 76 07.350%
Total160,000100%
The 160,000 Shares on issue and set out in the table above were all issued at the Issue Price and are fully paid. On the
Allotment Date, Allied Farmers Limited will be issued up to 300,000 Shares under the convertible loan agreement described in
Section 2.13.
Expected Substantial Shareholders Immediately Following Allotment
NZRLC does not know who will be substantial shareholders of NZRLC immediately after allotment of the Offer as it is
dependent on Applications received under the Offer. As the minimum amount to be raised is $75 million (60 million Shares),
the Shareholders at the date of this PDS will be significantly diluted and will each hold less than 5% of all Shares following the
Closing Date.

29
New Zealand Rural Land Company Limited - Product Disclosure Statement
9
These disclosures assume that (i) none of the Directors or Senior Managers participate in the Offer, (ii) the Offer raises the minimum amount sought of $75 million which would result
in 60 million Shares being issued, (iii) 300,000 Shares are issued to Allied Farmers Limited under the convertible loan agreement described in Section 2.13.
10
Held in the name of Tutanekai Investments Limited, see “Director Share Issues” in Section 2.13
11
See “Director Share Issues” in Section 2.13
12
Held in the name of Elevation Capital Management Limited, see “Deed of Assignment of Intellectual Property” in Section 2.13
13
Held in the name of RPMilsom Investments Limited, see “Deed of Assignment of Intellectual Property” in Section 2.13
14
Held in the name of Hopeton Trustee Company Limited, see “Deed of Assignment of Intellectual Property” in Section 2.13
Holdings of Directors and Senior Managers
The following Directors and Senior Managers are likely to have a relevant interest in the following Shares before and
immediately following Allotment:
NameRelevant
interest
Before ListingImmediately after Listing
9

Number of
relevant
Securities held
% of relevant
Securities held
Number of
relevant
Securities likely
to be held
% of relevant
Securities likely
to be held
Rob Campbell
10
Beneficial interest40,000 25.00%40,0000.07%
Sarah Kennedy
11
Legal and
beneficial interest
20,00012.50%20,0000.03%
Christopher
Swasbrook
12
Beneficial interest73,40945.88%73,4090.12%
Richard Milsom
13
Beneficial interest14,8319.27%14,8310.02%
Hayden Dillon
14
Beneficial interest11, 76 07.35%11, 76 00.02%
Total160,000100%160,0000.26%

30
New Zealand Rural Land Company Limited - Product Disclosure Statement
2.12 ................................................................................................................................................................................
Interests of Directors and Senior Managers
Directors’ remuneration and other benefits
FY2020
NZRLC was incorporated on 11 September 2020.
Accordingly, no Director provided any services to, or received any remuneration or other benefits from, NZRLC during FY2020.
In addition, NZRLC had no employees in FY2020 and therefore no employees received remuneration and other benefits in
excess of $100,000 in FY2020.
FY2021
Directors will receive directors’ fees for FY2021, commencing on 1 December 2020. Accordingly, their remuneration and
benefits will be materially different in FY2021 from FY2020. The table below sets out the total of the remuneration and the value
of other benefits expected to be received by each Director in FY2021 compared to nil for FY2020:
NameRolesBase fee
per annum
Committee
Fees per
annum
Shares
Issued for
Services
15
Total remuneration
and value of other
benefits expected to
be received in FY2021
Rob CampbellChair
Chair of
Remuneration
Committee
$53,958$2,916$50,000$106,874
Sarah KennedyChair of Audit and
Risk Committee
$35,000 $2,916
$25,000
$62,916
Christopher
Swasbrook
16
Executive Director- --
As directors fees will only commence being paid from 1 December 2020, the base fees and committee fees in the table above
represent seven months of directors fees. Full year base fees have been set at $92,500 for Rob Campbell and $60,000 for Sarah
Kennedy with them each also receiving $5,000 as a full year committee fee.
NZRLC does not expect to employ any employees in FY2021 as services will be provided by the Manager under the Management
Agreement which is described, together with applicable fees, in Section 2.6.
The Directors are entitled to be reimbursed for reasonable and properly documented expenses that are incurred by them in
performing their duties as Directors. In addition, NZRLC has granted indemnities in favour of each of its Directors as permitted by
the Companies Act 1993 and will maintain insurance for its Directors and Officers.

15
See “Director Share Issues” in Section 2.13

16
Christopher Swasbrook is engaged as a consultant by the Manager and is remunerated by the Manager for the services he provides to NZRLC, including as a Director.

31
New Zealand Rural Land Company Limited - Product Disclosure Statement
NameRolesBase fee
per annum
Committee
Fees per
annum
Shares
Issued for
Services
15
Total remuneration
and value of other
benefits expected to
be received in FY2021
Rob CampbellChair
Chair of
Remuneration
Committee
$53,958$2,916$50,000$106,874
Sarah KennedyChair of Audit and
Risk Committee
$35,000 $2,916
$25,000
$62,916
Christopher
Swasbrook
16
Executive Director- --
2.13 ................................................................................................................................................................................
Material interests in NZRLC
The following Director, Senior Managers and their associated persons have material interests in NZRLC and hold the following
relationships:
Relevant PersonRelationships
Christopher SwasbrookExecutive Director of NZRLC
Consultant to the Manager
Subject to the successful closing of this Offer, to be appointed as a director of
Allied Farmers Limited
27.5% limited partner owner of the Manager
Managing Director and shareholder of Elevation Capital Management Limited
Richard MilsomSenior Manager of NZRLC
Executive director of the Manager’s general partner
12.5% limited partner owner of the Manager
Consultant to Elevation Capital Management Limited
Hayden DillonSenior Manager of NZRLC
Consultant to the Manager
10% limited partner owner of the Manager
Allied Farmers LimitedAssociated person of Christopher Swasbrook, Richard Milsom and Hayden
Dillon
50% limited partner owner of the Manager with the right under a call option
deed to acquire the other 50% of limited partner interests it does not hold.
Management Agreement
NZRLC has entered into the Management Agreement with the Manager. The Management Agreement has the terms and
conditions (and fees payable by NZRLC) as summarised in Section 2.6. Each relevant person specified above has an interest in
the Management Agreement based on their relationships described in the table above.
A copy of the Management Agreement is available on the Offer Register (at www.disclose-register.companiesoffice.govt.nz
and search for offer number ‘OFR12993’).
Deed of Assignment of Intellectual Property
On 11 November 2020, NZRLC entered into a Deed of Assignment of Intellectual Property with Elevation Capital Management
Limited, Richard Milsom and Hopeton Trustee Company Limited (the Assignors). The Assignors assigned to NZRLC all investment
research, investment materials and associated intellectual property that they had developed in relation to NZRLC, to NZRLC. The
intellectual property was assigned for $125,000 which NZRLC satisfied in full by issuing 99,900 Shares (including the 100 shares
issued on incorporation of NZRLC). This represented an issue price of $1.25 per Share and the Shares issued to each Assignor
are set out in the table in Section 2.11.

32
New Zealand Rural Land Company Limited - Product Disclosure Statement
Convertible Loan Agreement
On 15 October 2020, NZRLC entered into a convertible loan agreement with Allied Farmers Limited to receive an interest free
loan of $375,000. The purpose of the loan was to fund NZRLC’s costs associated with the Offer. On the Allotment Date Allied
Farmers will be issued 300,000 Shares and the loan will be applied to paying the Issue Price for those Shares.
Elevation Capital Management Limited – Brokerage
Elevation Capital Management Limited (Elevation) has entered an arrangement with the Lead Manager where the Lead
Manager will, from the fees it receives for acting as Lead Manager, pay brokerage to Elevation. The amount of brokerage
payable will be up to 1.5% of the aggregate value of all Applications that Elevation arranges from its investor network and are
allotted.
Director Share Issues
As Rob Campbell and Sarah Kennedy will not commence receiving directors fees until 1 December 2020, in consideration of
their time spent assisting with this Offer and the establishment of NZRLC they have each been issued Shares for no payment.
The issues were provided for in their director appointment letters and the Shares they received are outlined in Section 2.11.
The Shares they hold are credited as fully paid up (with no payment required from either of them).
2.14 ..............................................................................................................................................................................
Other Governance Disclosures
In anticipation of Listing, the Board has adopted various board policies and charters in accordance with the NZX Corporate
Governance Code, including a conflicts of interest policy. These policies and charters are available on the NZRLC website at
www.nzrlc.co.nz

33
New Zealand Rural Land Company Limited - Product Disclosure Statement
33
New Zealand Rural Land Company Limited - Product Disclosure Statement
3
Purpose of
the offer
3 .1.................................................................................
Purpose of the Offer
The purpose of this Offer is to:
• raise between $75 million and $150 million of new
capital for NZRLC to deploy towards its strategy of
acquiring New Zealand rural land in the dairy sector;
and
• facilitate the listing of Shares on the NZX Market. Listing
the Shares should assist investors to have liquidity
available and to realise a market value for the Shares at
any time that the NZX Market is open and trading.
The gross proceeds of the Offer are intended to be used by
NZRLC as follows (and will not change depending on the
total amount raised):
3.2 ................................................................................
Minimum Offer Amount
A minimum amount of $75 million must be raised pursuant
to this Offer.
If this minimum amount is not reached, the Offer will be
withdrawn and no new Shares will be issued under this Offer.
All Application Monies received will be refunded.
Minimum to Maximum Amount RaisedIntended Use of Proceeds
$72 - $145 millionAcquisitions: These proceeds are intended to be used, in conjunction with new
debt, to acquire New Zealand rural land in the dairy sector in accordance with
the strategies outlined in Section 2.
$3 - $ 5 millionWorking Capital and Offer Expenses: These proceeds are intended to be
used as working capital for NZRLC to:
• pay costs associated with making this Offer:
• pay management fees under the Management Agreement (which only
become payable once an unconditional contract is in place for the first
acquisition); and
• pay the ongoing general expenses of NZRLC such as operational,
compliance and listing costs.
3.3 ..............................................................................................................................................................................
Underwriting
The Offer is not underwritten.

34
New Zealand Rural Land Company Limited - Product Disclosure Statement
34
New Zealand Rural Land Company Limited - Product Disclosure Statement
4
Key dates and
offer process
4 .1.................................................................................
Key Dates
The intended key dates for the Offer are:
Offer opens 5pm, 23 November 2020
Offer closes 5pm, 11 December 2020
Allotment of Shares 17 December 2020
Anticipated date of quotation 18 December 2020
of the Shares on the NZX Market
and commencement of trading
This timetable is indicative only and the dates may change.
NZRLC, in consultation with the Lead Manager, reserves
the right to vary or extend these dates. NZRLC may also
withdraw the Offer at any time before allotting the Shares
or accept late Applications (either generally or in individual
cases).
Further information about these dates is set out in Section 5.

35
New Zealand Rural Land Company Limited - Product Disclosure Statement
35
New Zealand Rural Land Company Limited - Product Disclosure Statement
5
Terms of
the offer
5.1 ..................................................................................................................................................................................
Terms of the offer
The table below sets out the terms of the Offer. The Constitution sets out the terms of the Shares (a copy of which is available on the
Offer Register (at www.disclose-register.companiesoffice.govt.nz and search for offer number ‘OFR12993’):
Offer
17
This is an offer of:
• a minimum of 60 million Shares (representing 99.73% of the total Shares on issue immediately
after Listing).
• a maximum of 120 million Shares (representing 99.87% of the total Shares on issue immediately
after Listing).
Key dates See Section 4 (Key Dates and Offer Process)
Issue Price $ 1.25 per share
Details of the Offer The Offer is open to New Zealand resident investors. Further details are set out in Section 5.2.
Minimum Application 800 Shares representing a minimum application amount of $1,000 (in aggregate).
Maximum Application No individual investor may apply for such number of Shares as will result in them holding
more than 20% of all Shares at Allotment. Any Application that does not meet this requirement
will be scaled back with surplus Application Monies refunded within five Business Days of
Allotment.
Allotment Any Applicant with a CSN will have their Shares allotted under their CSN provided their CSN is
included on their Application Form.
17
Based on 160,000 Shares being on issue at the date of this PDS. Up to 300,000 shares will also be issued to Allied Farmers Limited prior to the Closing Date under the
convertible loan agreement described in Section 2.13.

36
New Zealand Rural Land Company Limited - Product Disclosure Statement
Applicants who do not have a CSN or do not provide a CSN on their Application Form will be
allocated a CSN at the time of submitting an Application Form. The CSN will be advised at the time
the allotment of Shares is confirmed and the associated authorisation code (FIN) will be sent as a
separate communication by mail at that time.
Shares issued under the Offer are expected to be allotted on 17 December 2020 and commence
trading on the NZX Market on 18 December 2020.
Holding statements are expected to be sent to all successful Applicants on 17 December 2020 at
the earliest. No person accepts any liability or responsibility should any person attempt to sell or
otherwise deal with Shares before a statement confirming allotment is received.
The Offer may be withdrawn by NZRLC at any time before the Shares are allotted at NZRLC’s sole
discretion.
If the Offer does not proceed, all Application Monies received by NZRLC will be refunded (without
interest) no later than five Business Days after the decision to withdraw the Offer is announced.
NZRLC reserves the right to close the Offer early, extend the Offer, accept oversubscriptions, accept
late Applications, reject or refuse any Application, allocate to any Applicant fewer Shares than
applied for or accept an Application in part only. If NZRLC refuses an Application or accepts an
Application in part, the relevant Application Monies will be refunded (without interest) to the relevant
Applicant no later than five Business Days after the last date on which the Shares are issued under
the Offer.
If your Application Form is not completed correctly, or if the accompanying Application Monies are
for the wrong amount, your Application may still be treated as valid.
The decision for NZRLC as to whether treat your Application as valid, and how to construe, amend or
complete your Application Form, will be final. The decision on the number of Shares to be allocated
to you will also be final. However, you will not be treated as having agreed to purchase a greater
number of Shares than that for which payment has been made.
Scaling NZRLC may scale Applications at its sole discretion and may scale Applications on a non-pro rata
basis.
No individual investor may apply for such number of Shares as will result in them holding more than
20% of all Shares at Allotment. Any Application that does not meet this requirement will be scaled
back with surplus Application Monies refunded within five Business Days of Allotment.
If NZRLC receives Applications from Overseas Persons that, if issued, would result in all Overseas
Persons holding more than 20% of all Shares immediately after allotting the Shares, NZRLC will scale
those Applications so that Overseas Persons do not hold more than 20% of all Shares immediately
after allotting the Shares. This level has been set at 20% to ensure there is a margin below the 25%
foreign ownership level at which NZRLC itself becomes an Overseas Person.
If you sell your Shares, you may be required to pay brokerage or other sale expenses. You may also
be liable for tax on the sale of your Shares. You should seek your own tax advice.
Discretion
regarding the
Offer and refunds
Liabilities, fees and
charges

37
New Zealand Rural Land Company Limited - Product Disclosure Statement
If you wish to sell your Shares on the NZX Market after allotment, you must contact an NZX Firm
and have a CSN and an authorisation code (FIN). Opening a new broker account can take time
depending on the NZX Firm’s new client procedures. If you do not have a CSN, you will:
• be assigned one when you set up an account with an NZX Firm; or
• receive one from the Registrar.
If you do not have an authorisation code (FIN), it is expected that you will be sent one as a separate
communication by the Registrar. If you have an NZX Firm and have not received an authorisation
code (FIN) by the date you want to trade your Shares, your NZX Firm can obtain one but may pass
the cost for doing so on to you.
No guarantee No person guarantees the Shares offered under this PDS. No person warrants or guarantees the
performance of the Shares or any return on them.
How to apply Application instructions are set out in Section 11 and on the Application Forms.
What you need
to do to sell your
Shares

38
New Zealand Rural Land Company Limited - Product Disclosure Statement
Who can apply? The Offer is open to any New Zealand resident investors.
How do you apply? See Section 11 and the Application Form for detailed instructions on how to apply for Shares.
How many Shares Applications under the Offer must be for a minimum of 800 Shares.
can you apply For? No individual investor may apply for such number of Shares as will result in them holding more
than 20% of all Shares at Allotment. Any Application that does not meet this requirement will be
scaled back with surplus Application Monies refunded within five Business Days of Allotment.
How do you pay See the relevant Application Form for details.
for your Shares?
The Offer opens at 5.00pm on 23 November 2020. You should send your completed Application
Form and Application Monies to the Registrar by 5.00pm on 11 December 2020 or apply for
Shares online at www.nzrlcshareoffer.co.nz prior to that time.
Allocation policy The Board will determine the allocation of Shares among participants in the Offer in the event the
Offer is oversubscribed.
Applicants should contact the Registrar to find out if their Application was successful. Contact details
for the Registrar are in Section 12.
5.2 ................................................................................................................................................................................
Details of the Offer
NZRLC, in consultation with the Lead Manager, may invite selected Institutional Investors in New Zealand, Australia and certain
other jurisdictions to apply for Shares. NZRLC may document and settle Applications from Institutional Investors in a manner that
is different to what is set out on the Application Form.
When do you need
to apply?

39
New Zealand Rural Land Company Limited - Product Disclosure Statement
5.3 ...............................................................................
Listing
NZRLC expects that trading of the Shares on the NZX Market
will commence on 18 December 2020. If admission to list on
the NZX Market is not approved, the Offer will be withdrawn
and not proceed.
Application has been made to NZX for permission to list
NZRLC and to quote the Shares on the NZX Market. The
NZX Market is a licensed market operated by NZX, which is
a licensed market operator regulated under the FMC Act. All
of NZX’s requirements relating to that application that can be
complied with on or before the date of this PDS have been
complied with.
NZX accepts no responsibility for any statement in this PDS.
5.4 ...............................................................................
Selling Restrictions
The Offer is only being made to New Zealand residents and
selected Institutional Investors in jurisdictions including New
Zealand, Australia and certain other jurisdictions. Further
information regarding selling restrictions is on the Offer
Register (at www.disclose-register.companiesoffice.
govt.nz and search for offer number ‘OFR12993’) in the
document entitled ‘Other Material Information’
5.5 ...............................................................................
Further Information
This PDS is intended for use solely in connection with the
Offer. You can find further information on the Offer Register
(at www.disclose-register.companiesoffice.govt.nz
and search for offer number ‘OFR12993’) in relation to the
terms of the Offer, including the Constitution and a full copy
of the Management Agreement.

40
New Zealand Rural Land Company Limited - Product Disclosure Statement
40
New Zealand Rural Land Company Limited - Product Disclosure Statement
6
Key features of
the shares
6.1 ................................................................................
Key Features of Shares
All Shares issued under the Offer will be ordinary, fully paid
shares in NZRLC which rank equally with each other and all
other shares on issue in NZRLC.
Overseas Persons are subject to restrictions on acquiring and
holding Shares under the Constitution. The purpose of these
restrictions is to give NZRLC mechanisms to not become an
Overseas Person itself. As discussed in Section 2.7, it is a
strategic advantage for NZRLC to not become subject to the
Overseas Investment Act 2005 and an Overseas Person is
subject to that Act. The restrictions are:
• the Board has the power to refuse to register a transfer
of Shares if registration would cause NZRLC to become
an Overseas Person. NZRLC can become an Overseas
Person itself if 25% or more of all Shares become
held by Overseas Persons (in aggregate). The Listing
Rules usually permit a listed entity to only refuse to
register transfers on very limited grounds and prohibit
a listed entity from requiring the provision of additional
documentation or information for a transfer to be
registered. However, NZX has approved (subject to the
conditions set out below) under Listing Rule 8.1.6(b),
NZRLC having this additional restriction in the Constitution
to restrict the transfer of relevant interests in Shares; and



• under clause 6.4 of the Constitution, if a transfer to
an Overseas Person has been registered and caused
NZRLC to itself become an Overseas Person, the Board
may resolve that those Shares are forfeited by the
Overseas Person Shareholder. The forfeiture can be only
in respect of such number of Shares which is necessary
for NZRLC to cease being an Overseas Person. The
effect of the Board resolving to forfeit such Shares is
that the Board may then sell those Shares on behalf of
the Overseas Person Shareholder. The proceeds of sale
shall first be applied to the costs and expenses of the
sale and the residue will then be paid to the Overseas
Person Shareholder concerned.
It is a condition of NZX’s approval under Listing Rule 8.1.6(b)
that NZRLC will be given a non-standard designation in
accordance with Listing Rule 1.18.1 to reflect that, ordinarily,
an NZX listed entity would not restrict transfers based on
a transferee’s Overseas Person status. The conditions also
require that NZRLC disclose the restrictions outlined in this
Section 6.1 in any future offering documents for NZRLC
financial products, on NZRLC’s website and in NZRLC annual
reports.
Other than the foreign ownership restrictions set out above,
the key features of the Shares do not differ from those that
apply to ordinary shares in a New Zealand company listed
on the NZX Market generally.

41
New Zealand Rural Land Company Limited - Product Disclosure Statement
6.2 ................................................................................
Dividend Policy
Once NZRLC has completed an acquisition and is receiving
lease income it intends to commence paying an interim and
annual dividend on its Shares. An interim dividend would
be paid in March each year and a final dividend would
be paid in October each year. NZRLC does not expect to
pay a dividend for FY2021 as it makes new acquisitions
and establishes its investment operations. NZRLC will work
towards paying its first dividend in FY2022 however this is
highly dependent on the factors outlined further below and it
is uncertain at this time whether this will be achieved. NZRLC
has not previously paid any dividends.
The dividend policy of NZRLC is to target a pay out of
90% to 95% of Adjusted Funds from Operations (AFFO) of
NZRLC each year. AFFO is a non-GAAP financial measure
and is calculated based on NZRLC’s net profit after tax and
adjusted to:
• add back or deduct any property re-valuations
which were included in net profit after tax so they
are not taken into account;
• add back depreciation and amortisation;
• deduct maintenance capital expenditure (but not
development capital expenditure); and
• add back or deduct any other non-cash adjustments.
The payment of dividends is not guaranteed and will be at the
discretion of the Board and depend on various factors. These
factors include:
• when NZRLC makes its first rural land acquisitions
and begins receiving rental income;
• operating expenses and the overall financial
position of NZRLC;
• future funding requirements, particularly any
capital expenditure requirements for NZRLC’s rural
land assets;
• compliance with the solvency test under the
Companies Act 1993 for the payment of dividends;
• once NZRLC enters debt facilities, compliance with
banking covenants relevant to the payment of
dividends; and
• any other factors the Board may consider relevant
at the time and in the circumstances.
The taxation treatment of any dividends paid is discussed in
Section 9.

42
New Zealand Rural Land Company Limited - Product Disclosure Statement
42
New Zealand Rural Land Company Limited - Product Disclosure Statement
7
NZRLC’s financial
information
7.1 ................................................................................
No Financial Information
NZRLC was incorporated on 11 September 2020 for the
purpose of undertaking this Offer and pursuing the business
strategies outlined in Section 2. NZRLC has a balance date of
30 June and its first accounting period will be for the period
from incorporation until 30 June 2021.
Consequently, there is no selected financial information for
NZRLC to present in this Section.
Following the conclusion of the Offer and in accordance
with the Listing Rules, NZRLC will prepare unaudited interim
financial statements for the period from incorporation until
31 December 2020 and release those to the market in late
February 2021.
The capitalisation table in this section provides some key
information about NZRLC. There are no financial statements
available on the Offer Register (at www.disclose-register.
companiesoffice.govt.nz and search for offer number
‘OFR12993’) in respect of NZRLC for the reasons set out
above. If you do not understand this information, you can
seek advice from a financial adviser or an accountant.
7.2 ................................................................................
Capitalisation Table
The following capitalisation table shows the minimum and
maximum potential capitalisation of NZRLC following
the closing of the Offer. At the date of this PDS NZRLC
has 160,000 Shares on issue. As outlined in Section 2.13
these Shares have not been issued for cash but for services
provided to NZRLC or as consideration for an assignment of
intellectual property to NZRLC. In addition, and not included
in the following table, up to 300,000 Shares will be issued to
Allied Farmers Limited under the convertible loan agreement
discussed in Section 2.13 on or before the Closing Date.
Capitalisation
Table
MinimumMaximum
Number of
Shares offered
60 million120 million
Shares on issue
on completion of
the Offer
60.16 million120.16 million
Issue Price $1.25$1.25
Implied market
capitalisation of
NZRLC
$75.2 million$150.2 million
Debt on
completion of the
Offer
NilNil
Implied
enterprise value
$75.2 million $150.2 million
Implied market capitalisation is the value of all of NZRLC’s
equity securities, as implied by the price of the Shares being
offered. It tells you what NZRLC is proposing that NZRLC’s
equity is worth.
Implied enterprise value (EV) ) is a measure of the total value
of the business of NZRLC, as implied by the price of the
Shares being offered. Implied enterprise value is the amount
that a person would need to pay to acquire all of NZRLC’s
equity securities and to settle all of NZRLC’s borrowings. It
is a measure of what NZRLC is proposing the business of
NZRLC as a whole is worth.

43
New Zealand Rural Land Company Limited - Product Disclosure Statement
7.3 ................................................................................
No Prospective Financial Information
This Section does not contain any prospective financial
information for NZRLC.
In the Board’s opinion the inclusion of prospective financial
information in this PDS would be likely to deceive or mislead
regarding material particulars of this Offer. The reasons for
this opinion are:
• NZRLC is a newly incorporated company with no
trading or operational history.
• NZRLC has no contracts or commitments in place to
acquire rural land at the time of making this Offer. Rural
land for acquisition will only be pursued for acquisition
following the Closing Date. It is with the financial
capacity from the proceeds of this Offer that NZRLC
considers it can best negotiate the terms and price for
acquiring rural land that it has initially identified and
rural land it is yet to identify for acquisition. The rural
land acquired may be of a large scale and acquired in
a single transaction or of a smaller scale across multiple
transactions over a period of time.
• NZRLC’s material income will be rental income from
the rural land that it acquires. The amount, and terms
of, receiving that rental income will be negotiated and
agreed with Tenants in lease arrangements at the time
that rural land acquisitions are negotiated and agreed.
• The key inputs for producing prospective financial
information are the purchase price of rural land, capital
expenditure requirements on that land and rental income
that will be received under leases of that land. These are
not currently known for the reasons above and estimates
may vary materially from actual, final negotiated
amounts.
• As a result of these variable factors, it is not practicable
to formulate reasonable assumptions on which to base
prospective financial information.

44
New Zealand Rural Land Company Limited - Product Disclosure Statement
44
New Zealand Rural Land Company Limited - Product Disclosure Statement
8
Risks to NZRLC’s
business and plans
This Section describes the circumstances that NZRLC is aware of that significantly increase the risk to NZRLC’s financial position,
financial performance or stated plans. The description is based on the knowledge of the Directors as at the date of this PDS. There
is no guarantee or assurance that the importance of each risk will not change or that other risks will not emerge over time.
The disclosures below outline NZRLC’s assessment of the likelihood, nature and potential magnitude of the stated risks if they were
to occur. It also outlines the strategies that NZRLC has adopted to mitigate the stated risks. There can be no assurance that such
mitigation strategies will fully protect NZRLC from the stated risks.
........................................................................................................................................................................................
Land Value Risk
What is it?NZRLC will realise its strategy for capital growth in the value of rural land only if NZRLC acquires rural land at
a purchase price that is less than the future value of the rural land. This requires NZRLC to predict rural land’s
future value when acquiring the land, which involves inherent uncertainty or could be affected by sustained low
commodity prices and sustained lack of profitability in the dairy sector. The recent volatility of dairy property prices
is illustrated in the graph titled “Dairy Land” in Section 2.8.
The future value of the rural land acquired could be affected by general market conditions or by the rural land
acquired being of less quality than anticipated at the time of acquisition (for example due to poor soil and pasture
growth or environmental contamination the productivity of the land is reduced).
Why is it
significant?
At the Closing Date NZRLC will have cash as its asset. To fulfil its strategies and to generate returns for Shareholders,
NZRLC must make acquisitions. Those acquisitions will be at a negotiated purchase price which will, initially, reflect
the value of the acquired rural land assets on NZRLC’s balance sheet.
NZRLC’s financial position may be significantly impacted by any significant reduction in value of the rural land that
it owns from the price that it paid for it. If NZRLC must write down the value of its rural land assets (for example,
due to a lower valuation being obtained when preparing its annual financial statements), NZRLC may need to also
reduce its debt to keep its debt level at no more than 30% of Total Assets.
This risk being realised would also reduce NAV and could cause capital losses for Shareholders.
Assessment of
the likelihood,
nature and
potential
magnitude
The market value of rural land is influenced by the profitability of the agricultural operations being undertaken on
that land over time. It is also influenced by external factors such as:
• interest rates and availability of debt funding;
• returns from alternative investments (which results in capital exiting the sector if they are more attractive);
• a limited pool of acquirers of large scale dairy properties; and
• the health of the New Zealand economy and region where the land is held.
As dairy property prices are linked to the operating income of NZRLC’s Tenants and impacted by global and
domestic milk prices, a sustained decline in the milk price may reduce land value.
NZRLC intends to acquire rural land around New Zealand to spread its land value risk and ensure it is not over
exposed to one region and protect against regional fluctuations in land value. In time it also intends to acquire land
in agricultural sectors other than dairy. This will help diversify its risks.
While NZRLC assesses the risk of acquiring rural land at a higher price than its future value as its most significant
initial risk, NZRLC will enter into long term lease agreements with Tenants and those Tenants will have to directly
manage operational risks and pay the agreed level of rent to NZRLC. Only at the time of market rent reviews or
entering new leases will a devaluation of the land potentially cause the rental amount payable to NZRLC to reduce
(unless ratchet clauses have been agreed between NZRLC and the Tenant). This should enable NZRLC to hold its
rural land assets through short to medium periods of low asset values.
NZRLC may leave debt headroom within its 30% debt limit (i.e. initially borrow only to 27.5% of its total assets) to
keep a financial buffer for any negative movements in rural land value.
As a further mitigant, NZRLC will undertake thorough due diligence on any rural land it looks to acquire in
conjunction with its proposed Tenant for that rural land, as is more fully described in Section 2.4.

45
New Zealand Rural Land Company Limited - Product Disclosure Statement
Tenant Risk (Financial)
What is it?NZRLC’s income will be rental payments received from Tenants who lease NZRLC’s rural land. Tenants will be
directly exposed to the financial risks associated with operations on the land (for example, commodity price
fluctuations and increases in operating costs).
Why is it
significant?
If Tenants do not manage their financial risks or lack the financial capacity to absorb their financial risks arising,
Tenants could default on lease payments to NZRLC and become insolvent. If NZRLC is required to replace a
Tenant, NZRLC may have a period where it is receiving no or reduced income from the rural land that it owns until a
replacement Tenant is contracted under a new lease.
From the rental income NZRLC receives it intends to meet its operating costs, service bank debt and pay dividends.
Financial default by Tenants could put the payment of dividends at risk. If the income reduction was severe enough
to impact NZRLC’s ability to service debt or meet operating costs, then NZRLC may need to raise capital or dispose
of assets to avoid its own insolvency.
Assessment of
the likelihood,
nature and
potential
magnitude
NZRLC intends to only partner with Tenants that are experienced, with a proven ability to operate through
commodity price fluctuations, and that are well financed to mitigate the likelihood of default on lease payments.
NZRLC will require Tenants to have equity of at least six times their annual lease obligations or provide other
suitable security arrangements (such as guarantees, bonds or charges over milk payments).
Where appropriate NZRLC will seek guarantees and/or security from Tenants to support rental payments and
minimise the risk of a material adverse impact on its financial performance. NZRLC also intends to build a list of
potential Tenants to ensure that it can minimise the time that it takes to find a suitable replacement Tenant.
Where appropriate, NZRLC will look to include ratchet clauses in its leases so that rental payable during the term of
the lease following rent reviews cannot decrease to below the original rental payable at the commencement of the
lease.
NZRLC’s Tenant selection criteria and ongoing monitoring should mitigate the risk of a substantial default by a
Tenant. Initially, as NZRLC looks to grow its rural land portfolio, it may only have one or two Tenants making this
risk higher as it will have concentrated exposure to the financial position of only one or two Tenants. Conversely this
risk should be mitigated as the number of Tenants increases. However, if a number of Tenants defaulted at the same
time (through adverse industry events such as animal disease outbreaks or a sustained fall in commodity prices) this
could have a material adverse impact on NZRLC.
Accordingly, NZRLC assesses this risk as high initially but reducing over time as the mitigants above start taking
effect. NZRLC expects that, if this risk were realised, it would primarily impact on its ability to pay dividends and
would cause solvency risks for NZRLC only if it occurred on a sustained basis.
As it grows NZRLC intends to expand to other primary sectors in New Zealand such as horticulture, viticulture and
sheep and beef. NZRLC investing in a range of primary sector industries will mitigate its exposure to any downturn
in one primary sector which may adversely impact on a number of Tenants in that sector.

46
New Zealand Rural Land Company Limited - Product Disclosure Statement
Tenant Risk (Operational)
What is it?Tenants’ operational practices could damage the rural land. For example, poor environmental or unsustainable
farming practices could damage production on the rural land. Intensive dairy farming could lead to contamination
of streams and rivers with effluents, excessive water usage, nutrient loss from the soil and biosecurity threats. The
rural land could have resource consents (for example, for water use and irrigation) with conditions that must be
complied with.
Why is it
significant?
Any damage to rural land could decrease its value. A significant contamination event or loss of a resource consent
could impact on a Tenant’s ability to continue operating on the rural land and lead to default on lease payments.
Significant degradation of rural land could reduce the value of the land, impact on NZRLC’s ability to replace the
Tenant and NZRLC could, as landowner, face liability for the Tenant’s conduct under environmental laws.
Assessment of
the likelihood,
nature and
potential
magnitude
Sustainable farming practices that maximise land productivity over the long term will give NZRLC the best
opportunity to see increases in value of its rural land in the long term.
Tenant due diligence and selection remains are vital to achieving this and mitigating this risk. This is where the
experience and track record of Tenants will be a critical factor for NZRLC to assess in a prospective Tenant. Due
diligence will include a focus on experience, demonstrated environmental law compliance and use of farming best
practices.
NZRLC considers that if it maintains disciplined due diligence processes around Tenant selection, this risk should
have a low to medium risk of arising.
Leases will include provisions requiring the use of industry best practice and NZRLC will regularly monitor
compliance.

47
New Zealand Rural Land Company Limited - Product Disclosure Statement
Capital Expenditure Risks
What is it?NZRLC’s ability to achieve capital growth through increases in value of the rural land that it acquires is contingent
on its ability to purchase quality, well-located, well-priced rural land. Rural land that is acquired may require a
capital expenditure programme that is designed to enhance production on the rural land and increase the value of
the rural land. NZRLC will be responsible for defined contributions to capital expenditure on a case by case basis
as set out in the lease terms and negotiated with Tenants.
Why is it
significant?
There could be unbudgeted capital expenditure on rural land that NZRLC acquires which then reduces the expected
return from that acquisition rural land for NZRLC. Such unbudgeted capital expenditure, or capital expenditure cost
overruns may occur if repairs and maintenance are not being properly undertaken, which will generally be the
responsibility of the Tenant. Changes in environmental laws or environmental law non-compliance could give rise to
unforeseen capital expenditure necessary for compliance or remediation.
Assessment of
the likelihood,
nature and
potential
magnitude
NZRLC will develop a budget for each property during its due diligence enquiries that includes a general capital
expenditure allowance having regard to the specific requirements of the property. This should ensure that an
appropriate allowance is made for maintaining each property and replacing items at the end of their useful life.
The level of this allowance will affect the price NZRLC is willing to pay for the rural land and the lease terms it is
prepared to enter in respect of that rural land. The allowance could be insufficient if Tenants do not adequately
maintain the rural land meaning good Tenant selection and monitoring is critical to keeping the risk of unbudgeted
capital expenditure to a minimum.
Due diligence prior to acquiring rural land will specifically seek to identify any capital expenditure for
improvements on the rural land. Examples of such capital improvements are effluent systems, dairy sheds, races,
bridges and soil nutrients / fertiliser. The cost of those capital improvements may differ from what NZRLC expects,
particularly if the improvements are scheduled into the future given that future costs can only be estimated and may
differ as time passes.
Environmental laws, particularly relating to the release of greenhouse gases and clean waterways, are under
frequent review and political debate as New Zealand works towards improving its environmental footprint. New
regulations affecting rural land could be introduced and could cause unbudgeted capital expenditure to occur.
While regulation is likely to arise, the extent of any capital expenditure required and the time over which it is
required is likely to be mitigated by the need to not unduly financially burden the agricultural sector given its relative
importance to the New Zealand economy.

48
New Zealand Rural Land Company Limited - Product Disclosure Statement
COVID-19 Pandemic Risks
What is it?The COVID-19 pandemic casts continuing general uncertainty. Government lockdowns and border closures
can and have caused supply chain disruptions to exporters, in particular an inability to deliver dairy products to
domestic and international markets.
Why is it
significant?
The financial recessions caused by COVID-19 could lead to a softening of demand for dairy products. Reduced
demand could cause a reduction in commodity prices for a prolonged period of time which would adversely
impact the financial position of Tenants and decrease the value of dairy property. Supply chain disruptions could
increase spoilage of dairy products, increases in operating costs and a reduction in profitability for Tenants.
Assessment of
the likelihood,
nature and
potential
magnitude
NZRLC’s ownership of land and separation of on-farm operations reduces its direct exposure to commodity price
volatility. However prolonged low commodity prices could cause the value of dairy property to decline. Having
well financed Tenants is an important mitigant for NZRLC as they can be expected to manage commodity price
volatility better than highly leveraged Tenants within the sector.
Farming has been classified as an essential service throughout New Zealand Government lockdowns and on-farm
production has been continuing with revenue still being generated. While lockdowns continue to arise globally and
border restrictions remain prevalent, it is reasonable to assume that Governments will prioritise the importation of
food and supply chain disruptions will be remedied as a priority.
The greatest uncertainty is the duration of the pandemic and the medium-long term effects of it. If the pandemic is
prolonged and does cause sustained lower commodity prices, it will then be likely to be detrimental to the value of
rural land in New Zealand.

49
New Zealand Rural Land Company Limited - Product Disclosure Statement
49
New Zealand Rural Land Company Limited - Product Disclosure Statement
9
Tax
Tax can have significant consequences for investments. If you
have queries relating to the tax consequences of making an
investment in Shares, you should obtain professional advice
on those consequences.
NZRLC will apply to become a Listed Portfolio Investment
Entity (LPIE) if the Offer is successful. As an LPIE, NZRLC will
be required to fully impute dividends if and to the extent that
it has imputation credits.
The real income tax difference between being a standard
company or an LPIE is how dividends are taxed to
shareholders:
• A dividend from a standard company is taxable income
for the shareholder. It is also generally subject to resident
withholding tax at a 33% rate (with exceptions), with
attached imputation credits being credited against the
resident withholding tax liability. So in the case of a fully
imputed $72 cash dividend the shareholder will receive
$67 in cash, a $28 imputation credit, and a $5 RWT
credit.
• A dividend from an LPIE is not subject to resident
withholding tax and the default position is that the
dividend is excluded income (so not taxable to the
shareholder) unless the shareholder elects that it
be taxable income. Not being subject to resident
withholding tax means that a recipient of a fully imputed
$72 cash dividend will receive the full $72 in cash, a $5
improvement over the standard company treatment for
most shareholders.
Unless a Shareholder elects that the dividend be taxable,
the dividend will be ignored for income tax purposes (the
imputation credits would then also be disregarded). This is
beneficial for a Shareholder who would otherwise be taxed
at the 30% or 33% tax rate on that income.
But a shareholder who would be taxed at less than the 28%
tax rate could elect that the dividend be taxable income if the
attached imputation credits exceed the income tax liability. In
that case the excess imputation credits could be used by the
Shareholder against other income they earn (any remaining
imputation credits can be carried forward to the following
income year).
The excluded income treatment of dividends as an LPIE also
allows NZRLC’s untaxed income, such as capital gains, to be
distributed tax-free to Shareholders. In the case of a standard
company, capital gains can only be distributed tax-free on
the liquidation of the company.
The LPIE tax benefits are primarily enjoyed by New Zealand
tax resident natural person shareholders and New Zealand
tax resident trustee shareholders. The benefits can be lost
when amounts are distributed by company Shareholders
to their own shareholders. Accordingly, Shareholders are
encouraged to seek their own tax advice based on their own
individual circumstances.
........................................................................................................................................................................................

50
New Zealand Rural Land Company Limited - Product Disclosure Statement
50
New Zealand Rural Land Company Limited - Product Disclosure Statement
10
Where you can find
more information
Further information relating to NZRLC and the Shares is
available on the Offer Register at https://disclose-
register.companiesoffice.govt.nz, and search for
offer number ‘OFR12993’. A copy of the information on
the Offer Register is available on request to the Registrar of
Financial Service Providers.
Further information relating to NZRLC is also available
on the Companies Office register. This information can be
accessed on the Companies Office website at https://
companies-register.companiesoffice.govt.nz.
Information, including NZRLC’s corporate governance
policies is available on NZRLC’s website at www.nzrlc.
co.nz.
After Listing, NZRLC will be required to make half-year and
annual financial results announcements to NZX and other
announcements as required by the Listing Rules from time
to time. You will be able to obtain this information free of
charge by searching under NZRLC’s ticker code “NZL” on
NZX’s website at www.nzx.com.
........................................................................................................................................................................................

51
New Zealand Rural Land Company Limited - Product Disclosure Statement
51
New Zealand Rural Land Company Limited - Product Disclosure Statement
11
How to apply
11 . 1 ..............................................................................
How to Apply
You should read this PDS and other available information
carefully before applying for Shares.
New Zealand resident investors can apply for Shares by
either:
• completing the online Application Form at
https://www.nzrlcshareoffer.co.nz/ by following
the on-screen instructions.
• completing the Application Form at the back of this PDS
in accordance with the instructions contained on that
form and returning it to the Registrar before the Closing
Date.

Institutional Investors
Full details of how to participate will be provided by the Lead
Manager to selected Institutional Investors in due course.
11.2 ..............................................................................
Privacy Policy
If you apply for Shares, you will be asked to provide personal
information to NZRLC, the Registrar and their respective
agents who will collect and hold the personal information
provided by you in connection with your Application.
Details of how your personal information will be used
(including to whom it may be disclosed) and your rights
to access and seek correction of such information can be
found on the Offer Register (at www.disclose-register.
companiesoffice.govt.nz and search for offer number
‘OFR12993’) in the document titled Other Material
Information.
You can also access your information on the Registrar’s
website www.linkmarketservices.co.nz. You will
need your CSN and authorisation code (FIN) to access your
information.

52
New Zealand Rural Land Company Limited - Product Disclosure Statement
52
New Zealand Rural Land Company Limited - Product Disclosure Statement
12
Contact
information
New Zealand Rural Land Company Limited
C/- New Zealand Rural Land Management Limited
37B George Street
Newmarket
Auckland 1023
New Zealand
Telephone: 09 379 6493
Email: info@nzrlc.co.nz
Offer Website
https://www.nzrlcshareoffer.co.nz/
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: 09 375 5998
Email: enquiries@linkmarketservices.co.nz
Lead Manager
Jarden Securities Limited
Level 32, PWC Tower
15 Customs Street West
Auckland 1010
0800 111 233
Legal Advisors
Duncan Cotterill
Level 2
50 Customhouse Quay
Wellington 6011
Auditors
*
PWC
Level 27, PWC Tower
Customs Street West
Auckland 1010
........................................................................................................................................................................................
*
NZRLC appointed PWC as auditor on 16 November 2020. PWC has not yet performed any work for NZRLC.

53
New Zealand Rural Land Company Limited - Product Disclosure Statement
53
New Zealand Rural Land Company Limited - Product Disclosure Statement
13
Glossary
........................................................................................................................................................................................
$ or NZ$ means New Zealand dollars.
AFFO means adjusted funds from operations and is defined
in Section 6.2.
Allotment means allotment of the Shares offered under this
PDS, expected to occur on 17 December 2020.
Applicant means a person who makes an Application.
Application means an application for Shares under the
Offer, made on the Application Form or online on the
Offer website (https://www.nzrlcshareoffer.co.nz/)
and accompanied by payment of the relevant Application
Monies.
Application Form means the application form available
online at https://www.nzrlcshareoffer.co.nz/ or at the
back of this PDS.
Application Monies means the amount payable on an
Application.
Board means the board of directors of NZRLC.
Business Day means a day on which the NZX Market is
open for trading.
CAGR means compound annual growth rate.
Capital Reconstruction means in respect of NZRLC a
capital raise at either a premium to Net Asset Value or a
discount to Net Asset Value, a bonus issue, rights issue,
or placement, share split, share consolidation, share re-
classification, share buybacks/repurchases or a special
dividend in the nature of a capital repayment.

Closing Date means 5pm on 11 December 2020.
Constitution means NZRLC’s constitution as amended from
time to time.
CSN means common shareholder number.
Dairy H2 2019 means Dairy second half 2019
DM/ha/day means Drymatter per Hectare per Day
Director means a director of NZRLC.
Elevation means Elevation Capital Management Limited
EV means implied enterprise value.
FMA means the New Zealand Financial Markets Authority.
FMC Act means Financial Markets Conduct Act 2013.
FMC Regulations means the Financial Markets Conduct
Regulations 2014.
FY means the financial year ended or ending 30 June of
that year.
GAAP means New Zealand generally accepted accounting
practice.
Gross Lease Rate means the annual rental payable to
NZRLC by a Tenant in respect of leased land divided by the
acquisition cost to NZRLC of that leased land (expressed as
a percentage).
h.a. means hectares.
Independent Directors means Directors who are
considered by the Board to be independent under the Listing
Rules and being, at the date of this PDS, Rob Campbell and
Sarah Kennedy.
Institutional Investor means an investor to whom an offer
or invitation in respect of securities can be made without the
need for a product disclosure statement or similar disclosure
document.

54
New Zealand Rural Land Company Limited - Product Disclosure Statement
Issue Price means the issue price per Share under the
Offer, being $1.25 per Share.
kCal means kilocalories or 1,000 calories
kgMS means kilogram of milk solids.
Lead Manager means Jarden Securities Limited.
Listing means the listing of NZRLC and quotation of the
Shares on the NZX Market.
Listing Rules means the listing rules applying to the NZX
Market in force from time to time.
LPIE means listed portfolio investment entity.
Management Agreement means the management
agreement entered into by NZRLC with the Manager for the
provision of management, investment and administrative
services.
Manager means New Zealand Rural Land Management
Limited Partnership, a New Zealand limited partnership
registered under the Limited Partnerships Act 2008.
Mm means millimeteres
MT means million tons
Net Asset Value - NAV means the aggregate value
of NZRLC’s assets less the aggregate value of NZRLC’s
liabilities with assets and liabilities determined in
accordance with GAAP.
NZD means New Zealand dollar
NZ$ means New Zealand dollar
NZ GAAP means New Zealand generally accepted
accounting practice.
NZRLC means New Zealand Rural Land Company Limited
(company number 8118739).
NZX means NZX Limited.
NZX Firm means any company, firm, organisation or
corporation designated or approved by NZX as a Primary
Market Participant (as defined in the NZX Participant Rules
made by NZX from time to time).
NZX Market means the licensed financial product market
of that name operated by NZX.
Offer means the offer of Shares made by NZRLC under this
PDS.
Offer Register means the online register maintained by
the Companies Office known as “disclose” and accessible
online at www.disclose-register.companiesoffice.
govt.nz, with this Offer being found by searching for offer
number ‘OFR12993’.
Overseas Person has the meaning set out in the Overseas
Investment Act 2005.
P.a. Means per annum
PDS means this Product Disclosure Statement.
Registrar means Link Market Services Limited.
Section means a section of this PDS.
Shares means ordinary shares in NZRLC.
Shareholder means a holder of one or more Shares.
Tenant means a person contracted as a lessee of rural
land acquired by NZRLC who will utilise the rural land for
agricultural operations.
Total Assets means the aggregate value of NZRLC’s assets
determined in accordance with GAAP.
USD means United States Dollar