Proposed Acquisitions and Capital Raising

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
8 June 2022
NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington
New Zealand
Notice Pursuant to Clause 20(1)(A) Of Schedule 8 to the Financial Markets Conduct Regulations 2014
New Zealand Rural Land Company Limited (NZL:NZX) has announced that it will undertake a Pro Rata 1 for 5 Accelerated
Renounceable Entitlement Offer of fully paid ordinary shares of the same class as already quoted on the NZX Main Board market
operated by NZX Limited (Shares) to raise approximately $20.38 million (Offer). Craigs Investment Partners Limited and Wilsons
Corporate Finance Limited are acting as joint lead managers of the Offer.
Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (the Regulations), and the Financial
Markets Conduct Act 2013 (FMCA), NZL advises that:
1 NZL is making the Offer to investors in reliance upon the exclusion in clause 19 of Schedule 1 to the FMCA and is giving
this notice under clause 20(1)(a) of Schedule 8 to the Regulations.
2 As at the date of this notice:

a) NZL is in compliance with the continuous disclosure obligations that apply to it in relation to its existing Shares;
b) NZL is in compliance with its financial reporting obligations (as defined in clause 20(5) of Schedule 8 of the
Regulations); and,
c) there is no information that is excluded information (as defined in clause 20(5) of Schedule 8 of the Regulations).
3 The Offer is not expected to have any material effect or consequence on the control of NZL.
For and on behalf of the Board
Christopher Swasbrook
Director
New Zealand Rural Land Company Limited
For further information, please contact info@nzrlc.co.nz

---

Corporate Action Notice
(Other than for a Distribution)
Updated as at 17 October 2019

Page of
14881178_1

Section 1: issuer information (mandatory)
Name of issuer New Zealand Rural Land Company Limited
Class of Financial Product Ordinary Shares
NZX ticker code NZL
ISIN NZNZLE0001S2
Name of Registry Link Market Services Limited
Type of corporate action

Share purchase
plan
Renounceable
Rights issue
X
Capital
reconstruction
Non
Renounceable
Rights issue

Call Bonus issue
Record date 10/06/2022
Ex-Date 09/06/2022
Currency NZD
Section 2: Rights issue (delete if not applicable)
Number of Financial Products to be
issued under the Rights issue
Approximately 19,402,401 Ordinary Shares, subject
to rounding.
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Oversubscription facility Y
Entitlement ratio (for example 1 for 2) New 1 Existing 5
Treatment of fractions Rounded down
Subscription price $1.05
Letters of entitlement mailed 13/06/2022
Institutional Offer open 08/06/2022
Institutional Offer close 08/06/2022
Institutional Bookbuild 09/06/2022
Retail Offer open 13/06/2022
Retail Offer close 23/06/2022
Retail Bookbuild 28/06/2022
Quotation Date (if applicable) N/A

of
14881178_1
Allotment Date 14/06/2022 (Institutional Offer)
1/07/2022 (Retail Offer)
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Chris Swasbrook
Contact person for this announcement Chris Swasbrook
Contact phone number 021928262
Contact email address chris@nzrlc.co.nz
Date of release through MAP 08/06/2022

---

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
8 June 2022
Equity Offer
New Zealand Rural Land Company Limited (NZX.NZL) has today announced a Pro Rata Accelerated Renounceable Entitlement
Offer to raise approximately $20.38 million (Offer). The net proceeds of the Offer will be used to fund the acquisitions of two
further dairy assets, Argyle Downs and Greenhill.
Chair of NZL, Rob Campbell said: “The acquisitions represent a continuation of NZL’s strategy of broadening its portfolio of high-
quality rural land assets which, following the acquisitions, will comprise approximately 11,710 hectares of dairy farms across
Canterbury, Central Otago, and Southland. These assets are all underpinned by triple net leases with CPI-linked rental adjustments,
resulting in NZL being well positioned in an inflationary environment.”
ACQUISITIONS
NZL has entered agreements to acquire the following properties:
• Argyle Downs Farm: A 564-hectare large scale dairy farm located in Southland, New Zealand to be leased to a new tenant
with CPI linked rent reviews for an initial term of 11 years. The tenant is led by experienced operators with significant farming
experience in New Zealand.
• Greenhill Farm: A 366-hectare, dairy farm located in Southland, New Zealand to be leased to a new tenant with CPI-linked
rent reviews for an initial term of 10 years. The tenant has a history of operational experience and good performance alongside
a strong balance sheet supporting the lease, providing NZL with confidence as to the tenants’ ability to farm in the region and
comply with local regulations.
Total purchase: NZ$29.0 million
OFFER
The Offer provides all eligible shareholders the opportunity to purchase 1 new share (New Shares) for every 5 existing shares
held at 5:00pm NZ time on the Record Date of Friday, 10 June 2022, at a price of NZ $1.05 per New Share (Application Price).
The Application Price reflects a 6.3% discount to the last close on Tuesday 7 June 2022 of NZ$1.12, a 5.3% discount to the
theoretical ex-rights price of NZ$1.11, and a 22.8% discount to the NAV per share (as at 31 December 2021).
The Offer is being conducted in two parts – an offer to eligible institutional shareholders (Institutional Entitlement Offer) and
an offer to eligible retail shareholders (Retail Entitlement Offer).
The Institutional Entitlement Offer has been accelerated and will be conducted today, with confirmations due by 5:00pm (NZ Time)
on Wednesday, 8 June 2022.
The Retail Entitlement Offer will open on Monday, 13 June 2022. Eligible retail shareholders will have until 5:00pm (NZ Time) on
Thursday, 23 June 2022 to subscribe for New Shares under the Retail Entitlement Offer.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Additional information regarding the Offer is contained in the Offer Document and the investor presentation accompanying this
announcement. The investor presentation contains important information including key risks and foreign selling restrictions with
respect to the Offer.
For further information please contact:
Richard Milsom
Mobile: 021 274 2476
Email: richard@nzrlm.co.nz
Christopher Swasbrook
Mobile: 021 928 262
Email: chris@nzrlc.co.nz
or

---

1
NEW ZEALAND RURAL LAND COMPANY
ACQUISITION AND EQUITY RAISING PRESENTATION
JUNE 2022
www.nzrlc.co.nz
listed on:
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA

2
NEW ZEALAND RURAL LAND COMPANY
IMPORTANT NOTICES AND DISCLAIMER
This presentation has been prepared by New Zealand Rural Land Company Limited (NZL) in relation to the accelerated renounceable entitlement offer (the Offer) of new shares in NZL (New Shares) to be made
to:
• eligible institutional shareholders of NZL with registered addresses in New Zealand and selected other jurisdictions as at the Record Date;
• eligible retail shareholders of NZL with registered addresses in New Zealand and selected other jurisdictions as at the Record Date; and
• in respect of any shortfall, retail investors in New Zealand and institutional investors in New Zealand and selected other jurisdictions,
in reliance on clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
Capitalised terms used in this Presentation have the specific meaning given to them in the Offer Document released in respect of the Offer, except where otherwise specified in this Presentation.
Information
The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all of the information which a prospective investor may require in evaluating a possible investment in NZL or that would be required in a
product disclosure statement. NZL is subject to disclosure obligations under the NZX Listing Rules that require it to notify certain material information to NZX Limited (NZX). This presentation should be read in conjunction with NZL’s other periodic and
continuous disclosure announcements released to NZX. No information set out in this Presentation will form the basis of any contract.
NZX
The New Shares will be quoted on the NZX Main Board following completion of allotment procedures. However, NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Main Board is a
licensed market under the FMCA.
No Financial Product Advice
This presentation does not constitute legal, financial, tax, financial product or investment advice or a recommendation to acquire NZL securities and has been prepared without taking into account the objectives, financial situation or needs of individuals.
Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult an NZX Firm or solicitor, accountant or other professional
advisor if necessary.
Investment Risk
An investment in securities in NZL is subject to investment and other known and unknown risks, some of which are beyond the control of NZL. Neither NZL or any other person associated with the offer guarantees any particular rate of return or the
performance of NZL.
Not a Regulated Offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or any other law (and will not be lodged with the Registrar of Financial Service Providers). This presentation is for information
purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The distribution of
this presentation outside New Zealand may be restricted by law. Any recipient of this presentation who is outside New Zealand may be restricted by law and such recipient must seek advice on and observe any such restrictions. Refer to the section
“International Offer Restrictions” of this presentation for information on restrictions and eligibility criteria to participate in the Offer.
Disclaimer
None of NZL, the Joint Lead Managers or their related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or advisors, as the case may be (Specified Persons), have independently
verified or will verify any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this presentation. To the maximum extent permitted by law, each
Specified Person disclaims and excludes all liability whatsoever for any loss, damage or other consequence (whether foreseeable or not) suffered by any person from the use of the content of this presentation, from refraining from acting because of
anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and whether arising under statute, in contact or equity or from any other cause). No
Specified Person makes any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport
to hold any Specified Person liable in any respect for this presentation and content of this presentation and waive any rights you may otherwise have in this respect.
Determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal regimes and the discretion of the Joint Lead Managers. The Joint Lead Managers disclaim any duty or liability including
for negligence) in respect of the exercise of that discretion, to the maximum extent permitted by law.

3
NEW ZEALAND RURAL LAND COMPANY
IMPORTANT NOTICES AND DISCLAIMER (CONTINUED)
Past Performance
Past performance information provided in this presentation may not be a reliable indication of future performance. No guarantee of future returns is implied or given.
Forward Looking Statements
This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations and business of NZL. Forward-looking statements can generally be identified by the use of words such as ‘project’, ‘foresee’,
‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. This also includes statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds, statements about the plans, objectives
and strategies of the management of NZL, statements about the industry and the markets in which NZL operates and statements about the future performance of NZL’s business. Any indications of, or guidance or outlook on, future earnings or financial
position or performance and future distributions are also forward-looking statements. All such forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside
the control of NZL, which may cause the actual results or performance of NZL to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of
the date of this presentation.
Except as required by law or regulation (including the NZX Listing Rules), NZL undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the
information contained herein. Any estimates or projections as to events that may occur (including projections of revenue, expense, net income and performance) are based upon the best judgement of NZL from the information available as of the date
of this presentation. A number of factors could cause actual results or performance to vary materially from the projections, including the risk factors set out in this presentation. Investors should consider the forward-looking statements in this presentation in
light of those risks and disclosures.
Investors are strongly cautioned not to place undue reliance on forward-looking statements.
NZL does not guarantee NZL’s performance or any return on the New Shares or any of NZL’s securities.
For the purposes of this Important Notice, “Presentation” shall mean the slides, any oral presentation of the slides by NZL, any question and answer session that follows that oral presentation, hard copies of this document and any materials distributed at,
or in connection with, that presentation.
The information and opinions contained in this Presentation are provided as at the date of this Presentation and are subject to change without notice. NZL reserves the right to withdraw, or vary the timetable for, the
Offer, without notice.
Joint Lead Managers
The Joint Lead Managers and their affiliates are full service financial institutions engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment,
hedging, market making, brokerage and other financial and non-financial activities and services. The Joint Lead Managers and their affiliates have provided, and may in the future provide, financial advisory, financing services and other services to
NZL for which they received or will receive customary fees and expenses. In the ordinary course of its various businesses activities, the Joint Lead Managers and their affiliates may purchase, sell or hold a broad array of investments and actively trade
securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities
and/or instruments of NZL and/or persons and entities with relationships with NZL. The Joint Lead Managers and their affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express
independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. One or more entities within
one or more Joint Lead Managers’ respective groups may now or in the future act as a derivative counterparty or provide financial accommodation or services to NZL or its affiliates.
The Joint Lead Managers (and/or their respective affiliates) may also receive and retain other fees, profits and financial benefits in each of the above capacities and in connection with the above activities, including in their capacity as Joint Lead Manager.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that:
i. you have read and agree to comply with the contents of this Important Notice;
ii. you are permitted under applicable laws and regulations to receive the information contained in this Presentation;
iii. you will base any investment decision solely on information released by NZL via NZX (including the Offer Document); and
iv. you agree that this Presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or part, for
any purpose.

4
NEW ZEALAND RURAL LAND COMPANY
PRESENTING TODAY
CHRISTOPHER SWASBROOK
Non-Independent Director (NZRLC) & Founder
Managing Director – Elevation Capital Management Limited
Board Member – Financial Markets Authority (FMA)
Director – NZX listed Allied Farmers, NZX listed New Zealand
Rural Land Company, Bethunes Investment Limited, Ruapehu
Alpine Lifts Limited and Swimtastic Limited
Previously a Partner of Goldman Sachs JBWere Pty*
Co-Head of Institutional Equities at Goldman Sachs JBWere*
RICHARD MILSOM
Executive Director (NZRLM) & Founder
Consultant - Elevation Capital Management Limited
CEO – Bellevue Enterprises Limited – Bovine & Porcine Genetic
Improvement & Sustainable Pork Production Company
Director - W2 Dairies

Institute of Finance Professionals New Zealand Inc (INFINZ) - Emerging
Leader 2017
* Denotes previously held role

NEW ZEALAND RURAL LAND COMPANY
OVERVIEW
5
EXEC SUMMARY
Acquisitions• NZL is pleased to announce the acquisition of two high quality pastoral farms. These acquisitions add to and improve NZL’s portfolio with attractive leases and
acquisition metrics alongside further tenant and lease renewal profile diversification and portfolio scale.
• The purpose of the Equity Raising is to provide capital for the acquisition of:
‒ 564 hectare large-scale dairy farm located in Southland, NZ; and
‒ 366 hectare dairy farm located in Southland, NZ (together the “Acquisitions”).
‒ Total Acquisition costs of $29.0m.
Funding Structure• The Acquisitions and associated costs for the Equity Raising to be funded via:
‒ 1 for 5 accelerated renounceable entitlement offer (“Equity Raising”) to raise up to approximately $20.38m; and
‒ $9.1m* from additional debt, with total facility limits increased from $88.5m to $105.0m.
Equity Raising• 1 for 5 accelerated renounceable entitlement offer to raise up to approximately $20.38m
• The Offer Price for the New Shares is $1.05 per share, which represents:
‒ 6.3% discount to the last close on Tuesday, 7 June 2022 of $1.12;
‒ 5.3% discount to the Theoretical Ex-Rights Price
1
of $1.11; and
‒ 22.8% discount to the NAV per share (as at 31 December 2021).
• Craigs Investment Partners Limited and Wilsons Corporate Finance Limited are acting as Joint Lead Managers to the Offer. The Offer is not underwritten.
Financial Highlights and
Impact
• Pro Forma Loan to Value Ratio of 37.9% post Acquisitions and completion of the Equity Raising
2
(prior to 30 June 2022 valuations).
• NZL’s existing portfolio is subject to annual revaluation as at 30 June 2022 (to be released in August 2022). Discussions with valuers to date have indicated that
based on comparable sales and updated cash flow assumptions, the valuation of NZL’s existing dairy assets are likely to see an increase of +7.50% - +9.50%
versus June 2021.
• The Acquisitions add new tenants, properties and lease review profiles to NZL’s income.
• FY23 AFFO and dividend guidance of at least 5 cents per share is maintained post Acquisitions and capital raise.
Director/Manager
Participation
• All Directors of NZL and shareholders associated with the Manager intend to participate in the Equity Raising.
*
Estimated
1
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which NZL shares should trade at immediately after the ex-date of the offer. The TERP is a theoretical calculation only and the actual price at which NZL shares trade immediately after the ex-
date for the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to NZL’s closing price of $1.12 on Tuesday, 7 June 2022.
2
Assumes offer fully subscribed

6
NEW ZEALAND RURAL LAND COMPANY
SECTION 1
NZL OVERVIEW

NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company (NZL) is a landlord to the agricultural sector - owning land not the operations.
The company listed on the NZX on 21 December 2020 via a $75m IPO and is externally managed by a high quality and
experienced team at New Zealand Rural Land Management (Manager).
NZL now owns 11,710¹ hectares of dairy land with a 10.1 year¹ weighted average lease term (by value), with 100%
occupancy across five tenants (seven post Acquisitions).
New Zealand has some of the lowest cost and lowest carbon footprint production of major classes of protein and other food in
the world, with NZL providing the only pure-play listed exposure to the underlying productive land.
NZL’s strategy is to continue to acquire quality rural land in New Zealand in order to grow and diversify
its portfolio while delivering attractive risk-adjusted returns.
INTRODUCTION
7
1
NZL OVERVIEW
+10.52%
Revaluation uplift (as at 30 June 2021)
10.1 years
1
Weighted average lease term (by value)
11,710¹
Hectares of dairy land owned
100%
Occupancy rate
1
Post Acquisitions

8
NEW ZEALAND RURAL LAND COMPANY
0.0
40.0
80.0
120.0
160.0
200.0
240.0
280.0
320.0
Milk PriceLand PriceLinear (Milk Price)Linear (Land Price)
ONGOING STRONG INDUSTRY TAILWINDS IN DAIRY
MILK PRICE AT AN ALL-TIME HIGH
LAND PRICES TREND UPWARDS
The Farmgate Milk Price has been trending higher for two
decades. Fonterra’s farmgate milk price has increased steadily to
a record high of $9.20 per kgMS this year due to global demand
for dairy products and constrained milk supply across multiple
regions.
Changes in the long-term milk price drive the value of dairy land.
The continuing increase in the milk payout can be expected to flow
through to the value of NZL’s land.
Dairy Land Price vs Milk Price
Land Price CAGR +4.65%
Milk Price CAGR +4.68%
Sources: Land Prices - REINZ data, >100 hectare dairy farm prices in Otago, Southland, Canterbury and Waikato
Milk Price - Fonterra. Note: Data is three year rolling averages indexed to 100 from 2003 which is the year of the first published Fonterra Milk Price
NZL OVERVIEW
1

9
NEW ZEALAND RURAL LAND COMPANY
TIMELINE
21 December 2020
Completed $75m IPO
and listed on the NZX.
23 March 2021
Announced first $10.2m
unconditional acquisition in
Southland, New Zealand.
01 June 2021
Settled $112.5m of
acquisitions in North Otago,
South Canterbury and
Southland.
04 June 2021
Announced 2:3 Pro-Rata
Rights Issue at $1.10 per
share.
02 August 2021
Completed $12m acquisition
in South Canterbury, New
Zealand.
30 August 2021
NZL released its inaugural
Annual Result for
the period ending
30 June 2021.
10 November 2021
Settled $61.4m acquisition in
Otago, New Zealand.
23 September 2021
Completed rights issue &
shortfall placement to raise
$38.9m.
31 December 2021
Half year NPAT of $3.17m &
AFFO $2.05m/2.12 cps.
22 February 2022
Inaugural interim dividend
of 2.01 cents per share
announced (95% of AFFO).
NZL OVERVIEW
1
8 June 2022
$20.38m Equity Raising
announced to fund further pastoral
farm acquisitions.

10
NEW ZEALAND RURAL LAND COMPANY
SectorDescriptionTimeframe
NZ’s environment suits dairy farming and has a lower cost of production,
in an environment of growing dairy product demand globally.
Existing
ownership
Eggs are highly nutritious and relatively low cost food which New
Zealand has a competitive advantage in producing, due to its suitability
for free range farming and local production of feed, both of which have
lower carbon footprints than more intensive operations.
Near-term
horizon
A growing demand supported by government policies and declining costs
of renewable energy construction provides attractive alternative land
use - for already productive rural land assets (typically sheep and beef
properties).
Near-term
horizon
New Zealand’s maritime climate, fertile soils and elongated geography
allow for regional wine variations including Pinot Noir and Sauvignon
Blanc. NZL believes forecast macro trends will provide for more
favourable future acquisition pricing in the sector.
Medium-term
horizon
New Zealand’s climate and soil allows for the production of a range of
high quality produce with Kiwifruit the largest crop. NZL considers that the
sector is largely fully priced but continues to monitor opportunities as they
arise.
Medium-term
horizon
New Zealand’s growing climate is ideal for pine trees. Forestry’s exclusion
from OIO has seen pricing substantially increase. NZL believes that new
changes making it more difficult for foreigners to convert land to forestry
should play favourably in the medium term.
Medium-term
horizon
CREATING A DIVERSIFIED RURAL PORTFOLIO AND MAXIMISING
RISK ADJUSTED RETURNS
1
NZL OVERVIEW
Portfolio Construction
NZL is a New Zealand owned/domiciled
acquirer of rural land.
Initial focus has been on acquiring New Zealand
dairy properties.
Intention to expand focus to other New Zealand
primary sectors, particularly as investment
opportunities arise in horticulture, viticulture, and
forestry as well as sheep and beef.
Target minimum 4.5% p.a. gross lease rate.
Target Rural Land Asset Classes
GREENENERGY
D
AIRY
POUL
TRY
VITICUL
TURE
HORTICUL
TURE
FORESTRY
KEY
CURRENTLY
MOST
DESIRABLE
CURRENTLY
LEAST
DESIRABLE

11
NEW ZEALAND RURAL LAND COMPANY
HY22 PERFORMANCE A PLATFORM FOR FURTHER SCALE & GROWTH
TOTAL ASSETS
DIVIDENDS
FFO & AFFO
NAV
Funds From Operations (FFO) and
Adjusted Funds From Operations
(AFFO) for the period were $2.69m
(2.78cps) and $2.05m (2.12cps)
respectively.
NZL declared its first interim dividend
of 2.01 cents per share (cps). This
represents a 95% payout of HY22
AFFO, consistent with policy.
Note: NZL recently announced an
upgrade to FY22 final dividend to
2.19cps (from 2.16cps) based on
97,062,004 shares on issue
3
.
NZL has total assets of $221.4m
1, 2
,
composed primarily of 10,780ha² of
premium rural land.
Current unaudited Net Asset Value
Per Share (NAVPS) is $1.3596.
This compares to a Share Price of
$1.12 (close Tuesday, 7 June 2022),
representing a 17.6% discount to
NAVPS.
1
NZL OVERVIEW
1
Based on unaudited interim results as at 31 December 2021 - any revaluations occur at year end and will be included in full year end results.
2
Prior to Acquisitions.
3
Announcement made Thursday, 2 June 2022 .

12
NEW ZEALAND RURAL LAND COMPANY
SECTION 2
ACQUISITION DETAILS

NEW ZEALAND RURAL LAND COMPANY
High quality land assets with attractive purchase and lease metrics;
Add materially to the quality and scale of NZL’s existing portfolio;
Diversifies tenant, portfolio and lease renewal profile;
Increased Weighted Average Lease Term (WALT); and,
Attractive acquisition prices and structure with strong sector tailwinds driving potential revaluations over time.
ACQUISITION RATIONALE AND HIGHLIGHTS
13
2
ACQUISITIONS

14
NEW ZEALAND RURAL LAND COMPANY
PRO FORMA PORTFOLIO
1
Existing Properties.
²WALT is weighted by lease value.
3
One of our tenants leases farms in both Canterbury and North Otago.
RegionOtagO/SOuthland¹Canterbury¹
argyle dOwnS
SOuthland
greenhill
SOuthlandtOtal
Land Area (ha)4,4486,33256436611 , 7 1 0
Rural Asset ClassDairyDairyDairyDairyDairy
WALT (years)
2
10 .110.011 . 010.010 .1
# Tenants33117
3
Occupancy100%100%100%100%100%
2
ACQUISITIONS

15
NEW ZEALAND RURAL LAND COMPANY
ARGYLE DOWNS
Property Overview
NZL has an agreement to acquire a 564 hectare large-scale
dairy farm located near Invercargill in Southland NZ.
The farm contains a 72 bail rotary dairy shed, large calf
rearing facility, a 450 cow barn, five houses, and various
other ancillary buildings.
NZL has a lease in place with an experienced and well
capitalised tenant. The leasing of the property is structured as
an initial one year leaseback to the vendor followed by a 10
year lease to a new long-term tenant.
The tenant is led by experienced operators with significant
dairy faming experience in Southland as well as globally.
The tenants own a number of farms and have operated these
to a very high standard. The operators’ wider business has
an excellent track record with health and safety, animal
wellbeing, and environmental practices which will be
replicated for this property.
NZL is satisfied that the tenants are well capitalised with
a strong track record of operational excellence, and will
enhance NZL’s broader portfolio.
Tenant OverviewProperty Details
total ha
564
Flat
contour
5
Dwellings
Makarewa, Pukemutu
and Mataura silt loam.
soils
Main Bore
water sources
Southland
location
effective ha
51 0
2
ACQUISITIONS
>5% p.a.
lease rate

16
NEW ZEALAND RURAL LAND COMPANY
GREENHILL
Property Overview
NZL has an agreement to acquire a 366 hectare dairy farm
located near Winton in Southland NZ.
It has a good level of infrastructure including a 40 bail rotary
dairy shed, manager’s home, and three additional staffing
houses.
NZL has a lease in place with an experienced and well
capitalised tenant. The lease will commence from settlement of
the acquisition with an initial term of 10 years.
The key shareholder of the entity leasing the Greenhill
property has been a sharemilker on the property since
June 2021 and has a history of operational excellence. The
shareholder also owns and operates an additional farm of
similar scale.
The shareholder’s existing operations have an excellent
environmental track record and a demonstrated commitment to
both staff health and safety and animal welfare.
The tenant plans to include their current senior employees
in the ownership structure of the leasee providing them an
opportunity to grow equity and scale in the sector. NZL
sees this commitment to providing employees with further
opportunities in the dairy industry as a positive and believes
that the tenants will add a great deal of value to NZL’s
portfolio.
Tenant OverviewProperty Details
total ha
366
Various
contour
4
Dwellings
Owaka, Makarewa
and Pukemutu
soils
Surface Take
water sources
Southland
location
effective ha
283 Dairy
55 Support
2
ACQUISITIONS
>5% p.a.
lease rate

17
NEW ZEALAND RURAL LAND COMPANY
PRO FORMA TENANT CONCENTRATION AND LEASE PROFILES
Current Tenant Concentration as % of Lease Value
TENANT CONCENTRATION
NZL’s tenant concentration is detailed in the chart above.
NZL expects tenant concentration to reduce as it continues to further expand its asset and
tenant base.
Current Lease Expiry Profile by Value
LEASE PROFILES
Following the proposed Acquisitions NZL’s WALT (Weighted Average Lease Term) will be 10.1 years
up from 10.0 years currently.
NZL’s leases generally have 3, 6, and 9 year CPI increases with rights of renewal in years 10 and 11
(tenancy dependent).
2
ACQUISITIONS
10%
31%
11%
4%
31%
9%
4%
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7
11%
36%
13%
5%
35%
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5
Pro Forma Lease Expiry Profile by Value
Pro Forma Tenant Concentration as % of Lease Value
0.0
2.0
4.0
6.0
8.0
10.0
12.0
FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33
$m
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5
0.0
2.0
4.0
6.0
8.0
10.0
12.0
FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33
$m
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7

18
NEW ZEALAND RURAL LAND COMPANY
SECTION 3
FINANCIAL IMPACT

19
NEW ZEALAND RURAL LAND COMPANY
USE OF FUNDS AND BALANCE SHEET IMPACT
Source of funds ($m)
Equity Raising$20.38m
1
Debt Financing$9.10m*
Total$29.5m
31 December 2021Pro forma
1,2
Change (%)
Total Assets$221.4m$250.4m+13.1%
Net Assets$131.8m$151.6m+15.1%
NAV per share$1.36$1.30-4.1%
LVR
3
38.9%37.9 %
Use of funds ($m)
Acquisitions$29.0m
Transaction costs$0.5m*
Total$29.5m
*
Estimated
1
Assumes offer fully subscribed.
2
Excludes impact of any revaluation gains.
3
Calculated as net debt divided by adjusted total assets.
3
FINANCIAL IMPACT

20
NEW ZEALAND RURAL LAND COMPANY
IMPACT OF POTENTIAL PORTFOLIO REVALUATIONS
3
FINANCIAL IMPACT
Illustrative FY22
asset revaluation
(%)
Illustrative
pro forma NAV
per share
1, 2, 3
Illustrative $1.05
Offer Price
discount (%)
+7.5%$1.4225.9%
+8.0%$1.4226.2%
+8.5%$1.4326.6%
+9.0%$1.4427.0%
+9.5%$1.4527.4%
1
Illustrative example only and not a forecast. Post impact of Acquisitions and fully subscribed
Equity Raising.
2
Only includes revaluation of assets existing prior to Acquisitions and Equity Raising.
3
Adjusted for an estimated performance fee payable to the Manager and deferred tax.
• NZL undertakes independent valuations of all its property on an annual basis.
• NZL’s annual revaluation of its land assets will take place as at 30 June 2022, and will be
announced with the full year results to be released in August 2022.
• Overall conditions remain relatively buoyant in the New Zealand rural land market, underpinned
by solid milk price conditions and primary produce export volumes & prices.
• NZL is confident that its recent acquisition of $61m, announced in October 2021, was acquired
attractively to prevailing market conditions;
‒ This land is currently held at cost on the balance sheet, but will be reviewed as at financial
year end against a new independent valuation.
• NZL expects that its 30 June 2022 revaluations will build on its record of outperforming farm
price index returns for rural land.
• Discussions with valuers to date with regards to the 30 June 2022 valuations have indicated the
valuation of NZL’s dairy assets are likely to see an increase of +7.50% - +9.50% versus 30 June
2021, resulting in a +9.8% - +12.5% NAV uplift per share versus NZL’s last reported NAV of
$1.36 per share prior to the impact of the Acquisitions and Equity Raise.
• An illustrative example of the potential pro forma NAV per share is provided in the table to the
right.
• The table does not reflect a forecast or definitive outcome.

21
NEW ZEALAND RURAL LAND COMPANY
SECTION 4
EQUITY RAISING

NEW ZEALAND RURAL LAND COMPANY
EQUITY RAISE DETAILS
22
4
EQUITY RAISING
Offer Structure• Accelerated renounceable entitlement offer of new fully
paid ordinary shares to raise gross proceeds of up to
approximately $20.38m.
• The Equity Raising is structured to be as fair as possible
for all existing shareholders. All shareholders (unless
restricted due to foreign laws) who hold shares as at
5:00pm (NZ time), Friday, 10 June 2022 will be able
to participate.
Offer Price• The offer price for the new shares is $1.05, which
represents a discount of:
‒ 6.3% to the last close on Tuesday, 7 June 2022 of
$ 1 .12
‒ 5.3% discount to the Theoretical Ex-Rights Price
1
of
$ 1 . 11
Ranking• New shares will rank equally with existing NZL shares
on issue at the date of issue of the new shares.
• The new shares under both the institutional and retail
offers will be entitled to any future distributions declared
by NZL after the relevant allotment date.
Institutional• The institutional entitlement offer will be open from
10:00am (NZ time) to 5:00pm on Wednesday, 8 June
2022.
• Institutional entitlements not taken up and entitlements of
ineligible institutional unitholders will be placed into the
institutional bookbuild to be conducted on Thursday, 9
June 2022.
1
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which NZL shares should trade at immediately after the ex-date of the offer. The TERP is a theoretical calcuation only and the actual price at which NZL shares
trade immediately after the ex-date for the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to NZL’s closing price of $1.12 on Tuesday, 7 June 2022.
Retail Offer• The retail entitlement offer will open at 10:00am (NZ
time), Monday, 13 June 2022 and close at 5:00pm
(NZ time), Thursday, 23 June 2022.
• Eligible retail shareholders in New Zealand under the
retail entitlement offer can:
‒ Elect to take up all or part of their pro rata
entitlements by the retail entitlement offer close date
of 5:00pm (NZ time), Thursday, 23 June 2022.
‒ Do nothing and let new shares representing their
entitlements be offered for sale through the retail
bookbuild process to be conducted on Tuesday, 28
June 2022. Any premium achieved above the retail
entitlement offer price will be paid to the shareholder.
There is no guarantee that a premium will be
achieved.
‒ Apply to take up more than their pro rata
entitlements, if they are taking up their full entitlement.
Any application for new shares above their pro rata
entitlement will be included in the retail bookbuild
and pay the retail bookbuild price (which may be
more than the offer price but will be no more than the
volume weighted average price on the last trading
day immediately prior to the retail bookbuild).
Joint Lead Managers• Craigs Investment Partner Limited and Wilsons
Corporate Finance Limited are acting as Joint Lead
Managers to the Offer. The Offer is not underwritten

NEW ZEALAND RURAL LAND COMPANY
EQUITY RAISE TIMETABLE
23
These dates are subject to change and are indicative only. NZL reserves the right to alter the key dates, subject to applicable laws and the NZX Listing Rules.
NZL reserves the right to withdraw the Offer at any time prior to the issue of the shares under the Offer at its absolute discretion.
Institutional OfferAll Times are New Zealand Time
NZL enters trading halt, announcement of Equity Raising and cleaning notice released to NZXWednesday, 8 June 2022
Institutional Entitlement Offer opens10:00am Wednesday, 8 June 2022
Institutional Entitlement Offer closes5:00pm Wednesday, 8 June 2022
Institutional Bookbuild opens10:00am Thursday, 9 June 2022
Institutional Bookbuild closes3:00pm Thursday, 9 June 2022
Trading halt liftedFriday, 10 June 2022
Settlement Institutional Offer, allotment of new shares under the Institutional Offer and trading commences on the NZXTuesday, 14 June 2022
Retail Offer
Record date5:00pm Friday, 10 June 2022
Retail Entitlement Offer opens10:00am Monday, 13 June 2022
Retail Entitlement Offer closes5:00pm Thursday, 23 June 2022
Trading halt commences (for retail bookbuild)Tuesday, 28 June 2022
Retail Bookbuild opens10:00am Tuesday, 28 June 2022
Retail Bookbuild closes3:00pm Tuesday, 28 June 2022
Trading halt liftedWednesday, 29 June 2022
Settlement Retail Offer, allotment of new shares under the Retail Offer and trading commences on the NZXFriday, 1 July 2022
4
EQUITY RAISING

24
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 1
ADDITIONAL INFORMATION

25
NEW ZEALAND RURAL LAND COMPANY
COMPANY STRUCTURE & BOARD
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
Listed
ROB
CAMPBELL
Chair
SARAH
KENNEDY
Director
CHRISTOPHER
SWASBROOK
Director
NEW ZEALAND Rural
Land Management
TIA
GREENAWAY
Director
25
NEW ZEALAND RURAL LAND COMPANY
Chair – WEL Group Limited
Chair - Tourism Holdings
Chancellor - AUT
Chair - Health NZ
Director - Comvita NZ

CEO - Calocurb Limited
CEO - Designer Textiles International
*
Vice President International Farming - Fonterra
*
CEO & Director - Vitaco Health Limited
*
CEO - Healtheries of New Zealand Ltd
*
Ngāti Tūwharetoa and Waikato-Tainui

Leads the Rautaki Māori team for He Pou a Rangi -
Climate Change Commission

Various roles on Iwi and Ahu Whenua Trusts and
Committees

Bachelor of Music

Masters in Professional Accounting

Chartered Accountants ANZ
1
NZL OVERVIEW
* Denotes previously held role
Managing Director – Elevation Capital Management
Board Member – Financial Markets Authority

Director – NZX listed Allied Farmers, Bethunes Investment
Limited, Ruapehu Alpine Lifts Limited and Swimtastic
Limited
Partner - Goldman Sachs JBWere Pty
*
Co-Head of Institutional Equities at Goldman Sachs
JBWere
*

26
NEW ZEALAND RURAL LAND COMPANY
PRO FORMA BALANCE SHEET IMPACT
NZ$m31-Dec-21
Unaudited
Acquisition & Equity
Raising
31-Dec-21
Pro Forma
1
Cash and Cash Equivalents2.4-2.4
Adjusted property investments199.629.0228.5
Other assets19. 4-19. 4
Total Assets221. 429.0250.4
Interest bearing liabilities88.59 .197. 6
Other liabilities1 .1-1 .1
Total Liabilities89.69.198.7
Adjusted Net Assets ($m)131. 819.9151. 6
Shares on issue (m)9 7.1
2
19. 4116.5
Adjusted NAV per share ($)1.36-1.30
LV R38.9%-3 7. 9 %
• Following the Equity Raising, NZL’s LVR ratio reduces from 38.9% to 37.9%.
• Annual portfolio revaluation may result in increases in NAV per share and a
further reduction in LVR.
1
Illustrative example only and not a forecast. Post impact of Acquisitions and fully subscribed Equity Raising.
2
Reflects shares on issue as at Tuesday, 7 June 2022.
3
FINANCIAL IMPACT

27
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 2
KEY RISKS

NEW ZEALAND RURAL LAND COMPANY
KEY RISKS
28
KEY RISKS
Land Value RiskNZL will realise its strategy for capital growth in the value of rural land that it acquires only if NZL acquires rural land at a purchase price that is less than the rural land’s
future value. This requires NZL to predict future value when acquiring rural land, which involves inherent uncertainty. Acquiring unproductive land and other external
factors may reduce land value below the price that NZL paid to acquire that land.
NZL’s rural land is currently concentrated in the dairy sector and until there is greater diversification in its rural land holdings, the value of NZL’s land is susceptible to val-
ue decreases if there is a sustained downturn in the dairy sector. NZL’s rural land assets are also each of a relatively large scale making the number of potential buyers
more limited. Therefore, any realisation of NZL’s rural land assets may take longer to realise for an appropriate sale price.
Tenant Risk (financial)NZL’s income is rental payments received from Tenants who lease NZL’s rural land. Tenants are 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 NZL. If NZL is required to replace a Tenant, NZL may have a period where it is receiving no or reduced income
from the rural land that it owns while a replacement is appointed. This could impact on NZL’s ability to pay dividends. Accordingly, NZL investors are indirectly exposed
to operational farming risks given that those risks can cause Tenants to become insolvent and reduce NZL’s income.
NZL currently has five Tenants leasing its rural land holdings. Diversifying this Tenant base over time is a key mitigant for NZL to ensure it is not overly exposed to the
financial position of any one Tenant.
Tenant Risk (operational)Operational practices of Tenants on NZL’s rural land could damage the rural land and decrease its value. For example, poor environmental or unsustainable farming
practices could reduce production on the rural land and lead to regulatory actions.
As with the Tenant risk (financial), NZL’s tenant selection criteria becomes a key mitigant where, in addition to selecting Tenant’s that are financially sound, Tenant’s need
to demonstrate a high degree of operational experience and a history of using best farming/agricultural practices.

NEW ZEALAND RURAL LAND COMPANY
KEY RISKS (continued)
29
KEY RISKS
Financing RiskTo grow and diversify its rural land holdings, NZL needs to access capital to fund acquisitions. Capital is sourced from a combination of bank debt and proceeds from
equity issuances.
NZL’s ability to raise capital from equity issuances will be subject to its financial performance, investor sentiment and prevailing market conditions. These factors cannot
be assured. This Offer is not underwritten and there is no assurance that NZL will secure sufficient proceeds under this Offer to pursue the strategies (including the
Acquisitions outlined in this presentation in which case the acquisitions and the offer would not proceed).
For bank debt, NZL has a medium-term target of maintaining a loan to value ratio (LVR) of 30% and, a bank covenant requiring the LVR to be no more than 40%. The
LVR of NZL is currently at 38.9%. Borrowing to an LVR at the higher end of this range has enabled NZL to act on acquisition opportunities as they arose and grow its
rural land holdings more rapidly. However, this has also reduced the headroom that NZL has with its bank covenant which could be a material risk if rural land values
decreased. In addition, this exposes NZL more to interest rate increases.
Capital Expenditure RiskThere could be unbudgeted capital expenditure on rural land that NZL acquires reducing the expected return from that land for NZL. 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.
COVID-19 Pandemic RisksCOVID-19 has and continues to cause significant supply chain disruptions for both domestic and international markets. To date, global supply chains have prioritised the
delivery of food products, minimising disruption to the New Zealand dairy sector. However, supply chain disruptions are continuing and if they do start impacting more
on food products, this could increase spoilage of dairy products, cause increases in operating costs and a reduction in profitability for Tenants.

30
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 3
INTERNATIONAL OFFER RESTRICTIONS

31
NEW ZEALAND RURAL LAND COMPANY
3
FINANCIAL IMPACT
INTERNATIONAL OFFER RESTRICTIONS
Australia
This Presentation and the offer of New Shares under the Offer is being made in Australia only to persons who are ‘sophisticated investors’ or ‘professional investors’ under the Corporations Act 2001 (Cth) (Act) and
to whom the Offer can be made without a disclosure document being required under Chapter 6D of the Act.
This document is not a prospectus, Product Disclosure Statement or any other disclosure document for the purposes of Australian law or the Act and is not required to, and does not, contain all the information which
would be required to be included in a prospectus or other disclosure document under Australian law or the Act. It contains references to dollar amounts which are not Australian dollars, may contain financial information
which is not prepared in accordance with Australian law or practices, does not address risks associated with investment in foreign currency denominated investments or other risks that may apply to Australian investors
and does not address Australian tax issues. NZL is a company which is incorporated in New Zealand and the relationship between it and investors will be largely governed by New Zealand law.
This Presentation and the Offer Document has not been, and will not be, lodged or registered with the Australian Securities and Investments Commission or the Australian Securities Exchange and NZL is not subject to
the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Act. Australian investors should seek
independent, professional advice from their financial adviser, legal adviser or taxation adviser in relation to the Offer.
Hong Kong
WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong
(the “SFO”). No action has been taken in Hong Kong to authorise this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been
and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the SFO).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed
at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Shares which are or
are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you
should obtain independent professional advice.

32
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company
Level 4, 12 St Marks Road
Remuera
Auckland 1050
New Zealand
+64 9 379 6493
info@nzrlc.co.nz
www.nzrlc.co.nz

nzrlc
nzrlc
listed on:
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
NEW ZEALAND RURAL LAND COMPANY
32

---

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
Offer Document
Pro Rata 1 for 5 Accelerated Renounceable
Entitlement Offer of New Shares
8 JUNE 2022
www.nzrlc.co.nz

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
OFFER DOCUMENT
Pro Rata 1 for 5 Accelerated Renounceable Entitlement Offer of New Shares
8 June 2022
Pro Rata 1 for 5 Accelerated Renounceable Entitlement Offer of New Shares
This Offer Document is an important document. You should read the entire document before deciding what action to take with respect to
your Entitlements. If you have any doubt as to what you should do, please consult your broker, financial, investment or other professional
advisor.
This Offer Document may not be distributed outside New Zealand or Australia except to certain institutional and professional investors in
such other countries and to the extent contemplated in this Offer Document.
Not for distribution or release in the United States.
Joint Lead Managers
Craigs Investment Partners Limited
Wilsons Corporate Finance Limited

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
SECTION 1: IMPORTANT INFORMATION
General Information
This Offer Document has been prepared by New Zealand Rural Land Company Limited (NZRLC) in connection with a pro rata 1 for 5
accelerated renounceable entitlement offer of New Shares.
The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013.
This Offer Document is not a product disclosure statement or other disclosure document for the purposes of the FMCA or any other law,
has not been lodged with the Financial Markets Authority, and does not contain all of the information that an investor would find in a
product disclosure statement or other disclosure document, or which may be required in order to make an informed investment decision
about the Offer or NZRLC.
Additional Information Available under NZRLC’s Continuous Disclosure Obligations
NZRLC is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market releases by NZRLC at
https://www.nzx.com/ under the ticker code “NZL”.
NZRLC may, during the period of the Offer, make additional releases through the Market Announcement Platform (MAP). To the maximum
extent permitted by law, no release by NZRLC to the market via MAP will permit an applicant to withdraw any previously submitted
application without NZRLC’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document and the Allotment Date of the New Shares.
Any changes in the market price of Shares will not affect the Application Price, and the market price of the New Shares following allotment
may be higher or lower than the Application Price.
Offer Restrictions
This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not
be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person who is not an Eligible Shareholder or an Institutional Investor in circumstances
in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic
copy) outside New Zealand and Australia may be restricted by law. In particular, this Offer Document may not be distributed to any
person, and the New Shares may not be offered or sold, in any country outside of New Zealand and Australia, except to Institutional
Investors or as NZRLC may otherwise determine, in compliance with applicable laws.
Without limitation, this Offer Document may not be sent into or distributed in the United States.
If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with such restrictions
may contravene applicable securities law. NZRLC disclaims all liability to such persons.
Changes to the Offer
Subject to the NZX Listing Rules, NZRLC reserves the right to alter the dates set out in this Offer Document.
Additionally, NZRLC reserves the right to withdraw all or any part of the Offer (either generally or in particular cases) and the issue of New
Shares at any time before the Allotment Date at its absolute discretion.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
No Guarantee
No guarantee is provided by any person in relation to the New Shares to be issued pursuant to the Offer. Nor is any warranty provided
with regard to the future performance of NZRLC or any return on any investments made pursuant to this Offer Document.
Decision to Participate in the Offer
The information in this Offer Document does not constitute a recommendation to acquire or invest in New Shares and nor does it amount
to financial product advice. This Offer Document has been prepared without taking into account the particular needs or circumstances of
any investor, including an investor’s investment objectives, financial and/or tax position.
Privacy
Any personal information provided by Eligible Shareholders via the online application form will be held by NZRLC or Link Market Services
at the addresses set out in the Directory of this Offer Document.
NZRLC and/or Link Market Services may store your personal information in electronic format, including in online storage or on a server or
servers which may be located in New Zealand or overseas. The information will be used for the purposes of administering your investment
in NZRLC.
This information will only be disclosed to third parties with your consent or if otherwise required or permitted by applicable law. Under the
New Zealand Privacy Act 2020 you have the right to access and correct any personal information held about you.
Enquiries
Enquiries about the Offer can be directed to your broker/NZX Firm, financial, investment or other professional advisor. If you have any
questions about the number of New Shares that comprise your Entitlements, or how to apply using the online form, please contact Link
Market Services.
Defined Terms and Times
Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary of this Offer Document. References
to times and dates are to times and dates in New Zealand (unless otherwise specified).

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
SECTION 2: LETTER FROM THE CHAIR
Dear Shareholder,
On behalf of the Board, it is my pleasure to invite you to participate in New Zealand Rural Land Company Limited’s 1 for 5 accelerated
renounceable entitlement offer announced to the market on Wednesday, 8 June 2022. We intend to raise approximately NZ$20.38
million through the Offer to fund the acquisition of two dairy farms, Argyle Downs and Greenhill.
The acquisitions represent a continuation of NZRLC’s strategy of broadening its portfolio of high-quality rural land assets which, following
the acquisitions, will comprise approximately 11,710 hectares of dairy farms across Canterbury, Central Otago, and Southland. These
assets are all underpinned by triple net leases with CPI-linked rental adjustments, resulting in NZRLC being well positioned in a high
inflation environment.
REINZ’s latest farm price data indicates there has been strong growth in rural land prices since NZRLC’s last revaluations (as at 30 June
2021), underpinned by high prices for milk solids, which is expected to support a positive uplift in Net Asset Value for NZRLC’s 30 June
2022 revaluations.
NZRLC will continue to investigate opportunities in dairy, free range poultry and dry stock, leveraging our unique position as a scale
acquirer of New Zealand rural land, due to restrictions on overseas buyers, and difficulty accessing capital for many domestic buyers.
ARGYLE DOWNS ACQUISITION
NZRLC has an agreement to acquire Argyle Downs Farm, a 564-hectare large scale dairy farm located in Southland, New Zealand.
NZRLC has signed an agreement to lease with a new tenant for an initial rental of > 5%, with CPI-linked rent reviews for an initial term of
11 years. The tenant is led by experienced operators with significant farming experience in New Zealand. This lease will commence on 1
June 2023 with the vendor of Argyle Downs leasing Argyle Downs from settlement until 31 May 2023.
The Argyle Downs acquisition is expected to settle on 15 June 2022. Completion of the acquisition is subject to a final due diligence
condition and NZRLC arranging sufficient finance to undertake the acquisition.
GREENHILL ACQUISITION
NZRLC has concurrently signed an agreement to acquire Greenhill Farm, a 366 hectare dairy farm located in Southland, New Zealand.
NZRLC has signed a lease with a new tenant for an initial rental of > 5%, with CPI-linked rent reviews for an initial term of 10 years. The
tenant has a history of operational experience and good performance alongside a strong balance sheet supporting the lease, providing
NZRLC with confidence as to the tenant’s ability to farm in the region and comply with local regulations.
The Greenhill acquisition is expected to settle on 15 June 2022. Completion of the Greenhill acquisition is subject to a final due diligence
condition and NZRLC arranging sufficient finance to undertake the acquisition.
The Argyle Downs and Greenhill acquisitions together are expected to be broadly neutral on a pro forma FY22F AFFO per share basis
1

for NZRLC shareholders and improve the quality & diversity of NZRLC’s portfolio.
1
Pro forma FY22F AFFO adjusted for full year impact of acquisitions completed in August and November 2021.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
PURPOSE OF THE OFFER
The net proceeds of the Offer will be used to finance the acquisitions, and provide balance sheet headroom. NZRLC’s pro forma gearing
will reduce from 38.9% to 37.9%
2
upon the successful completion of the Offer and the acquisitions.
The Board reconfirms NZRLC’s recently released AFFO guidance for FY22 of 4.2 cents per Share and second half FY22 distribution
guidance of 2.19 cents per Share.
THE OFFER
As an existing shareholder, you have the opportunity to subscribe for 1 New Share at an Application Price of NZ$1.05 for every 5 Shares
you own at 5.00pm on Friday, 10 June 2022.
The Application Price of NZ$1.05 represents:
• a 6.3% discount to NZRLC’s closing share price of NZ$1.12 on NZX on Tuesday, 7 June 2022 (being the last trading day
before the Offer was announced); and
• a 5.3% discount to the Theoretical Ex Rights Price
3
of NZ$1.11.
The Application Price is the same price for both the Institutional Offer and the Retail Offer.
You can choose to take up your Entitlement in whole, in part or not at all. Entitlements cannot be traded or sold on the NZX Main Board,
nor can they be traded privately.
In addition to being able to take up their Entitlement, Eligible Retail Shareholders who take up their Entitlement in full may apply for
additional New Shares not taken up by other retail shareholders. Any applications for additional New Shares will go into the Bookbuild
in respect of the Retail Offer, which will also involve Institutional Investors.
If you do not take up any of your Entitlements and the Offer is fully subscribed, your shareholding in NZRLC will be diluted by 16.7%.
Any New Shares attributable to Entitlements that are not taken up by Eligible Shareholders, or which are attributable to Entitlements that
would have been issued to Ineligible Shareholders had they been entitled to participate, will be offered through two Bookbuilds run by
the Joint Lead Managers. There will be one Bookbuild in respect of the Institutional Offer and one Bookbuild in respect of the Retail Offer.
Any proceeds in excess of the Application Price under the Bookbuilds (a Premium) will be paid (net of any amounts required to be
withheld) on a pro rata basis to those Shareholders who do not take up all of their Entitlements or who are not eligible to do so under each
of the Institutional Offer and the Retail Offer, respectively. There is no guarantee that there will be any Premium realised for the Entitlements
offered for sale in the Bookbuilds, and the Premium realised (if any) in one Bookbuild may be different from the Premium realised (if any)
in the other Bookbuild.
2 Assumes the Offer is fully subscribed
3
Theoretical Ex-Rights Price (TERP) is the theoretical price at which NZRLC’s Shares should trade at immediately after the ex-date of the Offer. TERP is
a theoretical calculation only and the actual price at which NZRLC Shares will trade immediately after the ex-date for the Offer will depend on many
factors and may not be equal to TERP. TERP is calculated with reference to NZRLC’s closing Share price of NZ$1.12 on Tuesday, 7 June 2022 (being the
last trading day before the Offer was announced).

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
HOW YOU CAN PARTICIPATE IN THE OFFER
Participation in the Offer is optional. We encourage you to read the Offer Document, the Investor Presentation released to the market with
this Offer Document and seek investment advice from a suitably qualified professional adviser before you consider investing in the New
Shares.
If you decide to participate in the Offer, please complete an online application at https://nzl.capitalraise.co.nz/ and pay for your New
Shares before 5.00 pm (NZ Time) on Thursday, 23 June 2022.
Instructions on how to make payment can be found on the Offer website at https://nzl.capitalraise.co.nz/.
FURTHER INFORMATION
We also encourage you to read NZRLC’s recent announcements, particularly the Interim Results released on 22 February 2022 and the
Investor Presentation and other materials released in respect of the Offer on Wednesday, 8 June 2022 at www.nzx.com under the ticker
code “NZL” or available at nzrlc.co.nz. In particular, you should read and consider pages 28 to 29 of the Investor Presentation (“Key
Risks”) for a non-exhaustive summary of certain key risks associated with NZRLC and the Offer before making an investment decision. You
can also access information regarding the Offer at https://nzl.capitalraise.co.nz/.
If you have any questions about the Offer, please contact NZRLC on info@nzrlc.co.nz, our Registry at applications@linkmarketservices.
com or contact your financial adviser or other professional advisor.
NZRLC Directors and shareholders associated with our Manager intend to participate in the Offer.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and participation in, the Offer.
Yours sincerely,
Rob Campbell
Independent Chair - New Zealand Rural Land Company

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
SECTION 3: OFFER OVERVIEW
IssuerNew Zealand Rural Land Company Limited
The OfferA pro rata accelerated renounceable Entitlement offer of 1 New Share for every 5 Existing
Shares held by an Eligible Shareholder at 5:00pm (NZ Time) on the Record Date, with fractional
Entitlements being rounded down to the nearest Share.
This Offer is a pro rata offer. If you take up all your Entitlements your percentage holding in
NZRLC will not reduce. However, if you do not take up all your Entitlements, your percentage
shareholding will reduce following completion of the Offer.
Entitlements of Ineligible Shareholders or Entitlements that are not taken up by Eligible Shareholders
will be sold via a bookbuild process, with any surplus subscription monies above the Application
Price being returned pro rata to Shareholders who did not participate in the Offer, as further
described in this Offer Document.
Application PriceNZ$1.05 per New Share.
Offer SizeThe amount to be raised under the Offer is approximately NZ$20.38 million
OversubscriptionsIn addition to being able to take up their Entitlement, Eligible Retail Shareholders who take up
their full Entitlement may also apply for additional New Shares offered in the Retail Bookbuild.
Any applications for additional New Shares will go into the Retail Bookbuild.
New SharesThe same class as, and ranking equally with, Existing Shares.
How to ApplyApplications must be made online at https://nzl.capitalraise.co.nz/by 5.00pm (NZ Time) on
23 June 2022.
Alternatively, if you are not in a position to apply online, please contact Link Market Services at
your earliest convenience on +64 9 375 5998 to discuss alternative options.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
SECTION 4: IMPORTANT DATES
Institutional Offer
This timetable is relevant to Eligible Institutional Shareholders who intend to participate in the Institutional Offer. Eligible Retail Shareholders
should refer to the important dates for the Retail Offer set out in the “Retail Offer” table below.
Key EventDate
Trading halt commenced on the NZX Main Board (pre-market open)Wednesday, 8 June 2022
Institutional Offer opens10:00am (NZ Time), Wednesday, 8 June 2022
Institutional Offer closes5:00pm (NZ Time), Wednesday, 8 June 2022
Institutional BookbuildThursday, 9 June 2022
Announce results of Institutional OfferFriday, 10 June 2022
Trading halt lifted on the NZX Main Board (pre-market open)Friday, 10 June 2022
Settlement of Institutional Offer on the NZX Main Board and commencement of
trading of allotted New Shares on the NZX Main Board
Tuesday, 14 June 2022
As set out above, Eligible Institutional Shareholders will have a shorter than usual offer period to accept their Entitlement under the
Institutional Offer.
Retail Offer
The timetable immediately below is relevant to participants in the Retail Offer. Institutional Shareholders should refer to the important dates
for the Institutional Offer set out in the “Institutional Offer” table above.
Key EventDate
Record Date 5.00pm (NZ Time)Friday, 10 June 2022
Retail Offer opensMonday, 13 June 2022
Retail Offer closes at 5.00pm (NZ Time) (last day for online applications)Thursday, 23 June 2022
Announce results of Retail OfferTuesday, 28 June 2022
Retail BookbuildTuesday, 28 June 2022
Announcement of the results of the Retail BookbuildWednesday, 29 June 2022
Settlement of Retail Offer on the NZX Main Board and commencement of trading
of allotted New Shares on the NZX Main Board
Friday, 1 July 2022
Applicants are encouraged to apply via the online application process as soon as possible. No cooling-off rights apply to applications
submitted under the Offer and once an application is submitted, it cannot be withdrawn without NZRLC’s prior consent.
The dates set out in the tables above (and any references to them in this Offer Document) are subject to change and are indicative only. All
times and dates refer to NZ times and dates (unless otherwise specified). NZRLC reserves the right to amend the timetables (including by
extending the closing dates for the Offer or accepting late applications, either generally or in particular cases) subject to the NZX Listing
Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
SECTION 5: DETAILS OF THE OFFER
Overview
The Offer
The Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated renounceable Entitlement offer. Under the
Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for every 5 Existing Shares held at 5:00pm (NZ Time) on the Record
Date. The New Shares will be the same class as, and will rank equally with, Existing Shares which are quoted on the NZX Main Board.
It is a term of the Offer that NZRLC will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted on
the NZX Main Board.
The Offer comprises the following components:
• the Institutional Offer; and
• the Retail Offer.
If you are an Eligible Shareholder, you may take up all, part or none of your Entitlements. If you are an Eligible Shareholder and you do
not take up all of your Entitlements, your current shareholding will be diluted as a result of the issue of New Shares.
The maximum number of New Shares that are being offered under the Offer is 19,412,401 New Shares (subject to rounding). NZRLC will
raise a total of approximately NZ$20.38 million through the Offer.
Application Price
The Application Price is NZ$1.05 per New Share.
The Application Price must be paid in full on application. Payment of the Application Price for the Retail Offer must be made online and
by direct debit in accordance with the online application process. NZRLC may accept or reject (at its discretion) any online application
which it considers is not completed correctly and may correct any errors or omissions in the online application. An application may not
be withdrawn without NZRLC’s prior consent once submitted.
Application monies received will be held in a trust account with Link Market Services until the corresponding New Shares are allotted or
the application monies are refunded. Interest earned on the application monies will be for the benefit, and remain the property, of NZRLC
and will be retained by NZRLC whether or not the issue of New Shares takes place. Any refunds of application monies (without interest)
will be made within 5 Business Days of allotment (or the date that the decision not to accept an application is made, as the case may be).
Withdrawal
Subject to NZRLC’s compliance with all applicable laws, NZRLC reserves the right to withdraw the Offer at any time at its absolute discretion.
If any application is not accepted, all applicable application monies will be refunded (without interest) to the relevant Shareholder.
Purpose of the Offer and Use of Proceeds
NZRLC is seeking to raise approximately NZ$20.38 million under the Offer. The principal use of proceeds is to partly fund acquisitions of
rural land in New Zealand. Details of these acquisitions and other use of proceeds is contained in the Investor Presentation.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
The Institutional Offer
Purpose of the Offer and Use of Proceeds
NZRLC is offering Eligible Institutional Shareholders the opportunity to subscribe for 1 New Share for every 5 Existing Shares held as at
5:00pm (NZ Time) on the Record Date, at an Application Price of NZ$1.05 per New Share. Eligible Institutional Shareholders may take
up all, part or none of their Entitlements.
The Institutional Offer will be conducted on 8 June 2022 (subject to NZRLC’s right to modify the Offer dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board or privately transferred.
Eligibility under the Institutional Offer
The Institutional Offer is only open to Eligible Institutional Shareholders. NZRLC and the Joint Lead Managers will determine the
Shareholders who will be treated as Eligible Institutional Shareholders for the purpose of determining the Shareholders to whom an offer
of New Shares will be made under the Institutional Offer. In exercising their discretion, NZRLC and the Joint Lead Managers may have
regard to a number of matters, including legal and regulatory requirements. NZRLC and the Joint Lead Managers will agree on which
Shareholders will be treated as Ineligible Institutional Shareholders.
NZRLC reserves the right to reject any application for New Shares under the Institutional Offer that it considers comes from a person who
is not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the Institutional Offer
The Joint Lead Managers will seek to contact Eligible Institutional Shareholders to inform them of the terms and conditions of participation
in the Institutional Offer and will seek confirmation of their Entitlements under the Offer. Application for New Shares by Eligible Institutional
Shareholders can only be made by contact with the Joint Lead Managers.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible Institutional Shareholder is entitled
under its Entitlement will, in the case of fractions of New Shares, be rounded down to the nearest whole number.
New Shares attributable to the Institutional Offer not taken up by Eligible Institutional Shareholders under the Institutional Offer and
the Entitlements of certain Ineligible Institutional Shareholders will be sold under a bookbuild process to Institutional Investors, with any
surplus subscription monies above the price for the Offer being returned pro rata to Institutional Shareholders who did not participate in
the Institutional Offer, based on their shareholding at the Record Date.
Settlement of the Institutional Offer
Settlement of the Institutional Offer will occur on the Institutional Settlement Date in accordance with arrangements advised by the Joint
Lead Managers. Each investor remains responsible for ensuring its own compliance with the Takeovers Code.
The Retail Offer
Overview of the Retail Offer
NZRLC is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 5 Existing Shares held as at 5.00pm
(NZ Time) on the Record Date, at an Application Price of NZ$1.05 per New Share. This ratio and the Application Price are the same as for
the Institutional Offer. Eligible Retail Shareholders will be sent this Offer Document and may take up all, part or none of their Entitlements.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
The Retail Offer opens on 13 June 2022 and closes at 5.00pm (NZ Time) on 23 June 2022 (subject to NZRLC’s right to modify these
dates and times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board or privately transferred.
Eligibility under the Retail Offer
The Retail Offer is only open to Eligible Retail Shareholders.
The Retail Offer does not constitute an offer to any person who is not an Eligible Retail Shareholder (including any Institutional Shareholder
or an Ineligible Retail Shareholder). Any person allocated New Shares under the Institutional Offer is not able to participate in the Retail
Offer in respect of those New Shares.
NZRLC reserves the right to reject any application for New Shares under the Retail Offer that it considers comes from a person who is not
an Eligible Retail Shareholder.
Acceptance of Entitlement under the Retail Offer
Each Eligible Retail Shareholder’s Entitlement to participate in the Retail Offer will be set out in the online application form. Applications
for New Shares by Eligible Retail Shareholders can be made via an online application at https://nzl.capitalraise.co.nz/. Alternatively,
Eligible Retail Shareholders who are not in a position to apply online may contact Link Market Services to discuss alternative options
(please refer to the directory for contact details).
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible Retail Shareholder is entitled under
an Entitlement will, in the case of fractions of New Shares, be rounded down to the nearest whole number.
Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are entitled under the Offer. They
may take up all, part or none of their Entitlements.
Any person outside New Zealand who takes up an Entitlement in the Retail Offer (and therefore applies for New Shares) through a New
Zealand resident nominee, and their nominee, will be deemed to have represented and warranted to NZRLC that the Offer can be lawfully
made to their nominee pursuant to this Offer Document. None of NZRLC, the Joint Lead Managers, Link Market Services or any of their
respective directors, officers, employees, agents, or advisers accept any liability or responsibility to determine whether a person is eligible
to participate in this Offer.
New Shares attributable to the Retail Offer not taken up by Eligible Retail Shareholders under the Retail Offer and the Entitlements
of certain Ineligible Retail Shareholders will be sold under a bookbuild process to Institutional Investors (which may include Eligible
Institutional Shareholders whether or not they take up their full Entitlements under the Offer), to brokers and to Eligible Retail Shareholders
who took up their full Entitlement and have applied for additional New Shares under the Offer (as set out in more detail below under
the heading “Application to take up additional New Shares”), with any surplus subscription monies above the price for the Offer being
returned pro rata to retail Shareholders who did not participate in the Retail Offer.
Application to Take Up Additional New Shares
Eligible Retail Shareholders who have taken up their full Entitlement may apply for additional New Shares that will be offered for sale
under the Retail Bookbuild. Eligible Retail Shareholders may apply for these additional New Shares as directed via the online application
platform and should specify the NZ$ amount of additional New Shares they wish to apply for at the Clearing Price determined through
the Retail Bookbuild. Any applications for additional New Shares will go into the Retail Bookbuild.
Payment must be made for both the full Entitlement and any additional New Shares you apply for.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
The price for New Shares under the Retail Bookbuild will be the Clearing Price determined through the Retail Bookbuild, which will be:
• equal to or above the Application Price; and
• no more than the volume-weighted average price on the NZX Main Board for an Existing Share on the last trading day prior
to the Retail Bookbuild (unless the closing price is less than the Application Price, in which case the Clearing Price for the Retail
Bookbuild will be equal to the Application Price).
Once the Clearing Price for the Retail Bookbuild has been determined, the application monies in respect of any applications for New
Shares in the Retail Bookbuild by Eligible Retail Shareholders will be divided by the Clearing Price for the Retail Bookbuild to calculate the
number of New Shares that those Eligible Retail Shareholders have applied for (subject to scaling), rounded down to the nearest whole
New Share.
Allocations and any necessary scaling of additional New Shares applied for by Eligible Retail Shareholders who take up their full
Entitlements will be determined by the Joint Lead Managers as part of the Retail Bookbuild process.
The number of New Shares received by an Eligible Retail Shareholder under the Retail Bookbuild will depend on the allocation made and
the Clearing Price for the Retail Bookbuild, and may be less than the NZ$ amount of additional New Shares applied for. If applications
for additional New Shares under the Retail Bookbuild are scaled or not accepted, excess application monies will be refunded without
interest. Refunds will not be paid where the aggregate amount of the refund payable to a Shareholder is less than NZ$5.00. Refunds of
any additional New Shares will be paid within 5 business days of the applicable Allotment Date.
Eligible Retail Shareholders who do not take up their Entitlement in full will not be eligible to participate in the Retail Bookbuild.
The Institutional Bookbuild and Retail Bookbuild
New Shares that are attributable to Entitlements that are not taken up by Eligible Shareholders under the Offer (together with those
attributable to Entitlements of Ineligible Shareholders) will be offered under an Institutional Bookbuild and Retail Bookbuild to Institutional
Investors (which may include Eligible Institutional Shareholders whether or not they took up their full Entitlement under the Offer), brokers/
NZX Firms acting on behalf of retail clients in New Zealand and Eligible Retail Shareholders who took up their full Entitlement and have
applied for additional New Shares under the Offer.
The Clearing Price under the Institutional Bookbuild and Retail Bookbuild will be equal to or above the Application Price. If the Clearing
Price for the relevant bookbuild is equal to the Application Price:
• NZRLC will receive the Application Price for all New Shares issued; and
• no cash will be payable to any Shareholder.
If the Clearing Price for the relevant bookbuild is above the Application Price:
• NZRLC will receive the Application Price for all New Shares issued; and
• any premium over the Application Price will be paid pro rata:
o in the case of the Institutional Bookbuild, to each Eligible Institutional Shareholder who did not take up their
Entitlement in full (with respect to the part of the Entitlement they did not take up only) and each Ineligible Institutional
Shareholder; and

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
o in the case of the Retail Bookbuild, to each Eligible Retail Shareholder who did not take up their Entitlement in full
(with respect to the part of the Entitlement they did not take up only) and each Ineligible Retail Shareholder.
The Clearing Price under the Institutional Bookbuild and the Retail Bookbuild may differ and there is no assurance that any premium over
the Application Price will be achieved in either or both bookbuilds. None of NZRLC or the Joint Lead Managers or any of their respective
directors, officers, employees, agents, or advisers will be liable for a failure to achieve a Clearing Price that is greater than the Application
Price.
Any premium achieved over the Application Price under the Institutional Bookbuild and the Retail Bookbuild will be announced by NZRLC
through MAP.
Nominees
If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature of each such person) be an
Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible Retail Shareholder or Ineligible Retail Shareholder with
regard to the Entitlement of each such person.
Notice to Nominees and Custodians
The Retail Offer is being made to all Eligible Retail Shareholders. Nominees and custodians with registered addresses in eligible
jurisdictions, irrespective of whether they participated under the Institutional Offer, may also be able to participate in the Retail Offer in
respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would
satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from NZRLC. Nominees and custodians should
consider carefully the contents of that letter and note in particular that the Retail Offer is not available to, and they must not purport to
accept the Retail Offer in respect of:
• beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
• Eligible Institutional Shareholders who received an offer to participate in the Institutional Offer (whether they accepted their
Entitlement or not);
• Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Offer; or
• Shareholders who are not eligible under applicable securities laws to receive an offer under the Retail Offer.
In particular, persons acting as nominees for other persons must not take up Entitlements on behalf of, or send any documents relating to
the Retail Offer to, any person in the United States. Persons in the United States and persons acting for the account or benefit of persons
in the United States will not be able to exercise Entitlements under the Retail Offer.
NZRLC is not required to determine whether or not any registered Shareholder is acting as a nominee or the identity or residence of any
beneficial owners of Shares or Entitlements. Where any Shareholder is acting as a nominee for a foreign person, that Shareholder, in
dealing with its beneficiary will need to assess whether indirect participation by the beneficiary in the Retail Offer is compatible with
applicable foreign laws. NZRLC is not able to advise on foreign laws.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
Overseas Shareholders
The Offer is only open to Eligible Shareholders and persons who NZRLC is satisfied can otherwise participate in the Offer in compliance
with all applicable laws. NZRLC has determined that it would be unduly onerous to extend the Retail Offer to Ineligible Retail Shareholders
and the Institutional Offer to Ineligible Institutional Shareholders because of the small number of such Shareholders, the number and value
of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside New Zealand.
This Offer Document is only being sent by NZRLC to Eligible Shareholders. The distribution of this Offer Document (including an electronic
copy) outside New Zealand may be restricted by applicable laws. Any failure to comply with such restrictions may contravene applicable
securities law. NZRLC disclaims all liability to such persons.
Nominees and custodians may not distribute any part of this Offer Document, and may not permit any beneficial Shareholder to participate
in the Offer who is located, in the United States or any other country outside New Zealand except to institutional and professional investors
listed in, and to the extent permitted under, this section.
Australia
This Offer Document and the offer of New Shares under the Offer is being made in Australia only to persons who are ‘sophisticated
investors’ or ‘professional investors’ under the Corporations Act 2001 (Cth) (Act) and to whom the Offer can be made without a disclosure
document being required under Chapter 6D of the Act.
This document is not a prospectus, Product Disclosure Statement or any other disclosure document for the purposes of Australian law
or the Act and is not required to, and does not, contain all the information which would be required to be included in a prospectus or
other disclosure document under Australian law or the Act. It contains references to dollar amounts which are not Australian dollars, may
contain financial information which is not prepared in accordance with Australian law or practices, does not address risks associated
with investment in foreign currency denominated investments or other risks that may apply to Australian investors and does not address
Australian tax issues. NZL is a company which is incorporated in New Zealand and the relationship between it and investors will be
largely governed by New Zealand law.
This Offer Document has not been, and will not be, lodged or registered with the Australian Securities and Investments Commission or the
Australian Securities Exchange and NZL is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for
the purposes of Chapter 7 of the Act. Australian investors should seek independent, professional advice from their financial adviser, legal
adviser or taxation adviser in relation to the Offer.
Hong Kong
WARNING: This document does not constitute an offer or sale in Hong Kong of any New Shares and no person may offer or sell in
Hong Kong, by means of this document, any New Shares other than to: (a) “professional investors” as defined in the Securities and Futures
Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made under that ordinance; or (b) in other circumstances
which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning
of the C(WUMP)O.
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession
of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New
Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the SFO and any rules made under that ordinance.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in
relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
Terms and Ranking of New Shares
New Shares will rank equally with, and have the same voting rights, dividend rights and other Entitlements as, Existing Shares in NZRLC
quoted on the NZX Main Board. Entitlements will not be quoted and cannot be traded on the NZX Main Board or privately transferred.
It is a term of the Offer that NZRLC will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted on
the NZX Main Board.
Quotation on NZX
The New Shares have been accepted for quotation by NZRLC and will be quoted on the NZX Main Board upon completion of allotment
procedures. The NZX Main Board is a licensed market under the FMCA. It is expected that trading on the NZX Main Board of the New
Shares issued under:
• the Institutional Offer will commence on Tuesday, 14 June 2022; and
• the Retail Offer will commence on Friday, 1 July 2022.
Dividend Policy
NZRLC’s dividend policy is to pay out 95% of the 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, is at the discretion of the Board and depends on various factors such as solvency, funding
requirements and bank covenant requirements.
An interim dividend of 2.01 cents per share for 2022 was declared on 22 February 2022. A final dividend, if any, will be declared in late
August 2022 when the full year result is announced to NZX. Holders of New Shares will be entitled to receive any such final dividend.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
GLOSSARY
Allotment DateIn respect of the:
• Institutional Offer: 14 June 2022; and
• Retail Offer: 1 July 2022.
Application PriceNZ$1.05 per New Share.
Business DayHas the meaning giving to that term in the NZX Listing Rules.
Clearing PriceThe price per New Share determined:
• in respect of the Institutional Bookbuild, through the Institutional Bookbuild process; and
• in respect of the Retail Bookbuild, through the Retail Bookbuild process (and on the terms as otherwise
set out in this Offer Document).
which may be equal to or above the Application Price.
Eligible Institutional
Shareholder
A person who, as at 5.00pm (NZ Time) on the Record Date, was recorded in NZRLC’s share register as
being a Shareholder and:
• with an address in New Zealand, Australia and Hong Kong or is a person who NZRLC is satisfied the
Institutional Offer may be made to under all applicable laws without the need for any registration,
lodgement or other formality (other than a formality with which NZRLC is willing to comply), and who
is not in the United States and who is not acting for the account or benefit of a person in the United
States; and
• is an Institutional Investor (or the nominee of an Institutional Investor) and is invited to participate in
the Institutional Offer.
Eligible Retail
Shareholder
A person who, as at 5.00pm (NZ Time) on the Record Date, was recorded in NZRLC’s share register as
being a Shareholder and:
• whose address is recorded in NZRLC’s share register as being in New Zealand or Australia; or
• who NZRLC considers, in its discretion, may be treated as an Eligible Retail Shareholder, and who is
not in the United States and not acting for the account or benefit of a person in the United States and
is not an Institutional Shareholder.
Eligible ShareholderAn Eligible Retail Shareholder or an Eligible Institutional Shareholder.
EntitlementA right to subscribe for 1 New Share for every 5 Existing Shares held at 5.00 pm (NZ Time) on the Record
Date at the Application Price, issued pursuant to the Offer.
Existing ShareA Share on issue on the Record Date.
FMCAThe Financial Markets Conduct Act 2013.
Ineligible Institutional
Shareholder
A person who, as at 5.00pm (NZ Time) on the Record Date, was recorded in NZRLC’s share register as
being a Shareholder who is not an Institutional Investor but, if the Shareholder’s address was recorded
in NZRLC’s share register as being in New Zealand, Australia and Hong Kong, would in the opinion
of NZRLC be an Institutional Investor (but excluding any person deemed to be an Eligible Institutional
Shareholder).

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
Ineligible Retail
Shareholder
A Shareholder who is not an Institutional Shareholder or an Eligible Retail Shareholder.
Ineligible ShareholderA Shareholder other than an Eligible Shareholder
Institutional
Bookbuild
The bookbuild process conducted by the Joint Lead Managers under which New Shares attributable
to Entitlements that are not taken up by Eligible Institutional Shareholders, together with New Shares
attributable to Entitlements of Ineligible Institutional Shareholders, are offered to Institutional Investors
(which may include Eligible Institutional Shareholders, whether or not they took up their full Entitlement
under the Offer).
Institutional InvestorA person with an address:
• in New Zealand, in relation to the Institutional Offer, who is a wholesale investor as defined in the
FMCA;
• in Australia, who NZX considers is a “sophisticated investor” or “professional investor” within the
meaning of sections 708(8) and 708(11) of the Corporations Act 2001 (Cth);
• in Hong Kong, who NZRLC considers is a “professional investor” as defined in the Securities and
Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made under that ordinance;
• in the United States, who NZRLC considers is an “accredited investor” under Regulation D, Securities
and Exchange Commission Rule 501 under a personalised offering and not a general solicitation but
otherwise not any other persons in the United States and not any other persons who are acting for the
account or benefit of a person in the United States; and
• who NZRLC is satisfied the Institutional Offer may be made to under all applicable laws without the
need for any registration, lodgement or other formality (other than a formality with which NZRLC is
willing to comply).
Institutional OfferThe offer of New Shares to Eligible Institutional Shareholders.
Institutional
Settlement Date
The date of settlement of New Shares under the Institutional Offer, expected to be 14 June 2022.
Institutional
Shareholder
Eligible Institutional Shareholders and Ineligible Institutional Shareholders.
Joint Lead ManagersCraigs Investment Partners Limited and Wilsons Corporate Finance Limited.
New ShareA Share in NZRLC offered under the Offer of the same class as, and ranking equally in all respects with,
NZRLC's quoted Shares at the Allotment Date.
NZXNZX Limited.
NZX FirmAn entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or any market in substitution for that market) in
force from time to time, read subject to any applicable rulings or waivers.
NZX Main BoardThe main board equity security market operated by NZX.
OfferThe Pro Rata Accelerated Renounceable Entitlement Offer of New Shares detailed in this Offer Document,
comprising the Institutional Offer and the Retail Offer.
Offer DocumentThis document.
Record Date10 June 2022.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
Retail BookbuildThe bookbuild process conducted by the Joint Lead Managers under which New Shares attributable to
Entitlements that are not taken up by Eligible Retail Shareholders, together with New Shares attributable
to Entitlements of Ineligible Retail Shareholders, are offered to Institutional Investors (which may include
Eligible Institutional Shareholders, whether or not they took up their full Entitlement under the Offer), to
brokers/NZX Firms acting on behalf of retail clients in New Zealand and to Eligible Retail Shareholders
who took up their Entitlement in full and have applied for additional New Shares under the Offer.
Retail OfferThe offer of New Shares to Eligible Retail Shareholders.
ShareA fully paid ordinary share in NZRLC.
ShareholderA registered holder of Shares.
Takeovers CodeThe Takeovers Code set out in the schedule to the Takeovers Regulations 2000.

NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
www.nzrlc.co.nz
DIRECTORY
New Zealand Rural Land Company LimitedC/- New Zealand Rural Land Management Limited
Level 4, The Blade, 12 St Marks Road
Remuera
Auckland 1050
New Zealand
Telephone: 09 379 6493
Email: info@nzrlc.co.nz
Share RegistryLink Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Telephone: 09 375 5998
Email: applications@linkmarketservices.co.nz
Joint Lead ManagersCraigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland
Wilsons Corporate Finance Limited
Level 32, Governor Macquarie Tower
1 Farrer Place
Sydney NSW2000
Australia
Legal Advisors to the IssuerDuncan Cotterill
Level 2
50 Customhouse Quay
Wellington 6011

www.nzrlc.co.nz
New Zealand Rural Land Company Limited
The Blade, Level 4
12 St Marks Road
Remuera
Auckland, 1050
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA