Notice of Annual Shareholder Meeting

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
2021 Notice of Annual Meeting of Shareholders
The Annual Shareholder Meeting of New Zealand Rural Land Company Limited (NZL.NZX) will be held virtually via Link
Market Services’ virtual meeting platform at www.virtualmeeting.co.nz/nzl21 on Wednesday, 15 December 2021 commencing
at 11:00am (Meeting).
Due to the current uncertainties relating to Covid-19, the Board has made the decision to hold the meeting on the Link virtual
meeting platform. However, should circumstances change and a physical meeting is possible, Shareholders will be advised
(through a market announcement) of a venue for the Meeting on or before the close of business on 1 December 2021.
Important Dates and Times
All times are in New Zealand time.
Latest time for receipt of Proxy Forms:
13 December 2021, 11:00am.
Annual Shareholder Meeting:
15 December 2021, 11:00am.
AGENDA
A. Chair’s introduction.
B. Presentation to shareholders.
C. Questions.
D. Resolutions.
To consider and, if thought fit, to pass the following ordinary resolutions:
1 Re-Election of Tia Greenaway: that Tia Greenaway, who retires as a Director in accordance with NZX
Listing Rule 2.7.1 and NZL’s constitution, and being eligible, be re-elected as a Director of NZL.
2 Auditor’s Remuneration: that the Board be authorised to fix the fees and expenses of the Company’s Auditors.
E. Close.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
EXPLANATORY NOTES
Resolution One: Re-Election of Director
Tia Greenaway was appointed by the Board with effect from 1 September 2021. NZX Listing Rule 2.7.1 and NZL’s
constitution provide that a Director appointed by the Board will hold office until the next annual meeting, at which time they
must retire but shall be eligible for re-election.
The Board considers Tia to be an Independent Director. Being eligible, Tia has offered herself for re-election by
shareholders. The Board unanimously supports the re-election of Tia.
Tia Greenaway
Hailing from Ngāti Tūwharetoa and Waikato-Tainui, Tia Greenaway currently leads the Rautaki Māori team for He Pou a
Rangi - Climate Change Commission, which is responsible for analysing the impacts of climate change on Māori and the
Māori Economy and identifying pathways to transition to a low-emissions future. Tia has broad experience in the Māori
sector and holds various roles on Iwi and Ahu Whenua trusts and committees, operating mainly in farming and forestry. Tia
has a Bachelor of Music, a Masters in Professional Accounting, and is a member of Chartered Accountants Australia and
New Zealand.
Resolution Two: Auditor’s Remuneration
Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed as auditor of
NZL at the Meeting. This resolution authorises the Board to fix the fees and expenses of PricewaterhouseCoopers as NZL’s
auditor in accordance with section 207S of the Companies Act 1993.
PROCEDURAL NOTES
Voting
All resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority (greater than 50%)
of the votes of those shareholders entitled to vote and voting on the resolutions online or by proxy.
Results of the voting will be available after the conclusion of the Meeting and will be notified to the NZX.
Casting your Vote
You may cast your vote in one of two ways described below. You may abstain from voting on the resolutions.
Attending the meeting:
Shareholders will not be able to attend the Meeting in person. Attendance will only be via the Link virtual meeting platform at:
www.virtualmeeting.co.nz/nzl21. To attend online via the virtual meeting platform, you will require your CSN/Holder Number
for verification purposes.
Appointing a proxy:
You may appoint a proxy to attend the Meeting and vote on your behalf. Visit https://investorcentre.linkmarketservices.
co.nz/voting/NZL to lodge your proxy.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Proxies
A proxy does not need to be a shareholder of NZL.
The Chair of the Meeting (Mr. Rob Campbell) and any of the other Directors are prepared to act as proxy. Where any
Director is appointed as a discretionary proxy, each of the directors intends to vote in favour of the Resolutions.
If you do not name a person as your proxy (but have otherwise completed the Proxy Form in full) or your named proxy does
not attend the meeting, the Chair will be appointed your proxy and will vote in accordance with your express direction. Any
undirected votes will be voted in accordance with the Chair’s discretion.
A corporation which is a shareholder may appoint a representative to attend the Meeting on its behalf in the same manner
as it could appoint a proxy.

Proxy Form
To appoint a proxy or a representative, you should complete and sign the enclosed Proxy Form and either return it by delivery,
mail or email to the share registrar of NZL:
By delivery:
New Zealand Rural Land Company Limited
C/- Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
New Zealand Rural Land Company Limited
C/- Link Market Services Limited
PO Box 91976
Auckland 1142
By email:meetings@linkmarketservices.com (please put the words “NZL Proxy Form” in the subject
line for easy identification).
You may also lodge your proxy online at https://investorcentre.linkmarketservices.co.nz/voting/NZL. You will require your
CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to have signed the Proxy
Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received by Link Market Services no later than 48 hours before the Meeting, being
11:00am on Monday, 13 December 2021. Online proxy appointments must also be completed by this time. Registered
shareholders at that time will be the only persons entitled to vote at the Meeting and only the shares registered in those
shareholders’ names at that time may be voted at the Meeting.
SHAREHOLDER QUESTIONS
Shareholders attending the meeting virtually will be given the opportunity to raise questions. Shareholders may also submit
written questions on the bottom of the Proxy Form. The main themes will be aggregated and responded to at the Meeting.
Alternatively written questions can be sent online at https://investorcentre.linkmarketservices.co.nz/voting/NZL or by email
to meetings@linkmarketservices.com.
NZL reserves the right not to address questions that, in the Chair’s opinion, are not reasonable in the context of an annual
shareholder meeting, or any written questions that are not received by 11:00am on Monday, 13 December 2021.

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LODGE YOUR PROXY

Online:
https://investorcentre.linkmarketservices.co.nz/voting/NZL
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com


PROXY FORM/ADMISSION CARD FOR NEW ZEALAND RURAL LAND COMPANY LIMITED ANNUAL MEETING
New Zealand Rural Land Company Limited’s Annual Shareholders Meeting will be held online on Wednesday 15 December 2021
commencing at 11:00am (NZT) via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/nzl21. To
attend online via the virtual meeting platform, you will require your CSN/Holder Number for verification purposes.
Due to the current uncertainties relating to Covid-19, the Board has made the decision to hold the meeting on the Link virtual meeting platform.
However, should circumstances change and a physical meeting is possible, Shareholders will be advised (through a market announcement) of
a venue for the Meeting on or before the close of business on 1 December 2021.

If you are not attending the Meeting, but wish to be represented by proxy, please complete and return this form (in accordance with the
lodgement instructions above) to NZL’s share registry, Link Market Services, by no later than Monday, 13 December 2021 at 11:00am.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/NZL or by scanning the QR code above with your smartphone.
Appointment of proxy
A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend
online-mail and vote instead of him/her and that proxy or representative need not also be a shareholder.
The Chair of the meeting (Mr. Rob Campbell) and any of the other directors are willing to act as proxy for any shareholder who wishes to
appoint them for that purpose. Where the Chair or a director is appointed as a discretionary proxy, they intend to vote in favour of the
Resolution. If you do not name a person as your proxy but have indicated on this form how you wish to vote, the Chair of the Meeting will vote
in accordance with your express instructions.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution
OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more
resolutions and give the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution,
your proxy will decide how to vote that resolution. If you return this form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting.
Voting Restrictions
There are no voting restrictions for the Resolution.
Attending the meeting
The 2021 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/nzl21. If you will be attending
online, you will require your Holder Number for verification purposes.
A corporation may appoint a person to attend online and vote at the Meeting as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney, duly authorised in writing.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry)
and a signed certificate of non-revocation of the POA must be produced to the company with this form.
Company
This Proxy Form must be signed by a Director or a duly authorised officer acting under the express or implied authority of the shareholder, or
an attorney duly authorised by the shareholder.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of New Zealand Rural Land Company Limited:

hereby appoint ______________________________________________at ____________________________________________________
(Full Name) (E-mail Address)


Or failing that person __________________________________________at ____________________________________________________
(Full Name) (E-mail Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of New Zealand Rural Land Company Limited to be held on
Wednesday, 15 December 2021 at 11:00am via the online platform at www.virtualmeeting.co.nz/nzl21 and at any adjournment of that
meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For the resolution you must tick one box.
Voting Instructions
This form is to be used to vote on the following ordinary resolutions:

Tick (✓) in box to vote
Resolution
For Against Abstain Discretion
1. That Tia Greenaway, who retires as a Director in accordance with NZX
Listing Rule 2.7.1 and NZL’s constitution, and being eligible, be re-elected
as a Director of NZL.

   
2. That the Board be authorised to fix the fees and expenses of the
Company’s Auditors.

   

And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting virtually, will have the opportunity to ask questions during the Annual Meeting. If you
cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/NZL and completing the online validation process or by completing the
question section below and returning it to Link Market Services. Shareholder questions will need to be submitted by Monday, 13
December 2021 at 11:00am.
Questions:





STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name __________________________________________Contact Daytime Telephone _____________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below.