Share Buyback Disclosure Document

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
NEW ZEALAND Rural Land Co
WWW.NZRLC.CO.NZ
Disclosure Document
Share Buyback Programme
16 March 2021
Dear Shareholder/s,
Prior to undertaking our initial public offering last year, the directors adopted a Capital Management Policy for NZRLC. This
policy, together with our other corporate governance policies, is available on our website at www.nzrlc.co.nz.
Under the Capital Management Policy NZRLC is to establish a share buyback programme where NZRLC may, from time to time,
acquire its own shares on-market. The directors consider that having this ability is appropriate for NZRLC as acquiring its own
shares may be an efficient use of capital and in the interests of NZRLC and its shareholders.
The NZRLC directors have resolved to implement a share buyback programme under section 63 of the Companies Act 1993
(Programme). This letter is a disclosure document for the programme under section 64. The purpose of this disclosure document
is to explain to you the key parameters of the programme and to make certain other prescribed disclosures. These particulars
are as follows:
Maximum Number of Shares that may be acquired under the Programme
Under the Programme NZRLC may acquire not more than 6,046,000 of its own shares. This represents 10% of all shares on issue
in NZRLC at the date of this disclosure document.
Nature and Terms of the Programme
• Duration of Programme: NZRLC will only commence acquiring shares under the Programme 10 working days after
this disclosure document has been sent to shareholders. The Programme will end on the date that is 12 months later. At the
conclusion of the Programme the Board may look to implement a new share buyback programme in conjunction with a
review of its Capital Management Policy.
• On-Market Purchases Only: NZRLC will only acquire shares under the Programme by making offers to acquire shares
on the NZX Market. No shares will be acquired off-market under the Programme.
• Consideration Payable: NZRLC will only acquire shares under the Programme where the acquisition price per
share represents a discount of 10% or more to NZRLC’s prevailing net asset value per share. The directors consider that
acquisitions at this discount level may be an efficient use of NZRLC’s capital.

www.nzrlc.co.nz
The Blade, Level 4/12 St Marks Road, Remuera, Auckland 1050, New Zealand | +64 9 379 6493
• Financial Product Trading Policy: NZRLC will only acquire its own shares where making such an acquisition will
comply with the requirements of its Financial Products Trading Policy. A copy of that policy is available on our website at
www.nzrlc.co.nz.
• Solvency: Shares may only be acquired under the Programme if NZRLC will satisfy the solvency test immediately
following the acquisition.
• Cancellation of Shares Acquired: NZRLC will cancel shares that it acquires under the Programme and will not hold
them as treasury stock.
Nature and Extent of Director Relevant Interests in Shares
The table below sets out the nature and extent of the relevant interests that each NZRLC director holds in NZRLC shares:
Director NameNo. of SharesNature of Relevant Interest
Rob Campbell
40,000Beneficial owner with the power to control voting rights and the
power to control a disposal of the shares.
Christopher Swasbrook
1,434,409Beneficial owner with the power to control voting rights and the
power to control a disposal of the shares.
Sarah Kennedy
20,000Legal and beneficial owner.
Board Resolutions
The NZRLC directors have unanimously passed the following resolutions in connection with the Programme:
• That NZRLC may acquire on-market up to 6,046,000 of its own shares in the 12 month period commencing 10 business
days after a disclosure document is sent to shareholders and concluding 12 months after the date on which the disclosure
document is sent to shareholders.
• That:
· the Programme is in the best interests of NZRLC and its shareholders; and
· the terms of the Programme and the consideration that may be offered under the Programme are fair and
reasonable to NZRLC and its shareholders,
• on the grounds that:
· shares may only be acquired under the Programme where the acquisition price is at a discount of 10% or more
to NZRLC’s net asset value. The Board considers acquisitions at this discount level may be an efficient use of
NZRLC’s capital.
NEW ZEALAND Rural Land Co
WWW.NZRLC.CO.NZ

www.nzrlc.co.nz
NEW ZEALAND Rural Land Co
WWW.NZRLC.CO.NZ
The Blade, Level 4/12 St Marks Road, Remuera, Auckland 1050, New Zealand | +64 9 379 6493
· shares may only be acquired under the Programme if NZRLC will satisfy the solvency test following the
acquisition.
· shares may only be acquired in compliance with NZRLC’s financial product trading policy ensuring that
shareholders selling into the Programme can first access any material information concerning NZRLC.
• That the Board is not aware of any information that will not be disclosed to shareholders:
· which is material to an assessment of the value of NZRLC’s shares; and
· as a result of which the terms of the Programme and the consideration that may be offered under it are unfair to
shareholders accepting an offer under the Programme.
• That Christopher Swasbrook authorised to make offers to acquire shares under the Programme in accordance with the
Programme requirements.
• Shares acquired under the Buyback Programme are to be cancelled on acquisition.

If you have any questions regarding this disclosure document please speak with your investment advisor or
contact us at info@nzrlc.co.nz.