New Zealand Rural Land Company Limited logo

2022 Annual Report

Annual Report19 September 2022NZLReal Estate

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NEW ZEALAND RURAL LAND COMPANY

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www.nzrlc.co.nz

listed on:

2022 ANNUAL REPORT

FOR THE PERIOD ENDED 30 JUNE 2022

Rural Land Co

New Zealand

The Rural Land Investors

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NEW ZEALAND RURAL LAND COMPANY

CONTENTS

1

4

2

3

SECTION

SECTION

SECTION

SECTION

2022

Review

Statutory

Information

Financial

Statements

5 Statutory Information

15 Financial Statements41 Company Directory

3 2022 Review

Company

Directory

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NEW ZEALAND RURAL LAND COMPANY

NZL reported a record net profit after tax of $39.7 million for the period ending 30 June 2022.

Net Asset Value per share increased by +18.6% to $1.656 per share.

NZL has paid a final net dividend of 1.60cps bringing the total net dividend to 3.61cps for the year ending 30 June 2022. The dividend

was paid on 9 September 2022 (record date 2 September 2022).

Our acquisitions in FY22 showed an increase of +26.2% (+$23.5 million) on purchase price. NZL’s original portfolio (those assets

acquired in FY21) increased by +10.3% (+$14.1 million), following on from a +10.8% (+$13.4 million) increase in FY21.

These figures highlight the excellent job our Manager - New Zealand Rural Land Management - has done for NZL since our NZX listing

on 21 December 2020.

When we launched the IPO of NZL in Q4 2020 many investors approached said we could not do what we were proposing – purchase

quality rural land assets and tenant them at the yields indicated. Accepting skepticism is always part of any new venture I am pleased

to report to you that as at 30 June 2022 NZL has acquired $264.9 million of high quality rural land in New Zealand amounting to 11,710

hectares with seven tenants having achieved better than forecast yields and expected returns on capital deployed.

The outlook for NZL remains very positive for future earnings and value growth.

What I believe many investors are failing to appreciate with NZL, and this has been recognised globally, is that quality rural land is

an increasingly scarce and critical primary infrastructure asset which serves as one of the best inflationary hedges, with predictable

income under long-term leases.

Our results to date suggest to me that shareholders should be happy to back NZL to continue to grow its portfolio over time to become

a sizeable rural landowner and NZX listed company.

To facilitate NZL’s future growth the Board and Manager have agreed to the following:

1. Amend NZL’s capital management policy to include the ability to undertake placements as well as pro-rata offers. Currently,

our foreign ownership is atat ~23.71% ~23.71% (as (as at 30 June 2022) and the Board and Manager are looking to lift this foreign ownership

percentage in the year ahead. This may also include dual listing on another global stock exchange.

2. When NZL was listing, we sought to be very conservative and tabled a target gearing ratio of 30% - now that we have a sizeable

and geographically diversified asset base alongside further tenant diversification the Board has amended this target gearing ratio

to a maximum 40%. This is in line with Rabobank’s loan-to-value ratio (LVR) limit of 40% on our current lending facilities.

3. The Board of NZL has also resolved to change balance date to 31 December (from 30 June). This shifts our annual result reporting

to the end of February each year, well ahead of the season where pastoral farms traditionally trade (May/June) which will further

assist the Manager in its negotiations and acquisitions in the future.

These changes are a natural evolution for NZL at this juncture.

I would also like to extend a personal thank you to all our shareholders including the institutional investors that assisted in making NZL

a reality and the sizeable landowner it is today.

Chair Report

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SECTION

2022

Review

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NEW ZEALAND RURAL LAND COMPANY

I have read many times over the years complaints about the lack of listings in New Zealand and the lack of available exposure to the

New Zealand agricultural sector. NZL provides the purest exposure to New Zealand rural land, it is also a relatively new listing which

has proven its strategy via excellent execution by our Manager in a short period of time. In my mind, this ticks several boxes of what

investors seem to be requesting in a new listing – yet many investors still sit on their hands and continue to criticise the NZX.

In NZL, we have created a company in 18 months that provides a unique exposure to New Zealand’s largest and most important

industry with $289 million in assets and over $186 million in equity. I am extremely proud of the quality of execution since listing, and

I would encourage those investors looking to grow our capital markets to consider not watching from the sidelines and support the

future growth of NZL on its journey to becoming what we believe can be a sizeable NZX listed company.

Rob Campbell

Independent Chair

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NEW ZEALAND RURAL LAND COMPANY

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SECTION

STATUTORY

INFORMATION

DIRECTORS

NZL’s shareholders elect Directors to look after their interests. Directors are expected to:

• Ensure the strategic goals of NZL are clearly established and strategies are in place to achieve them;

• Approve and monitor NZL’s financial statements, corporate governance and other reporting, including reporting to

Shareholders and other stakeholders in accordance with its statutory functions;

• Establish procedures and systems to promote a culture and remuneration practice within NZL which facilitates the

recruitment, professional development and retention of staff;

• Ensure that NZL has appropriate risk management and regulatory compliance policies in place and monitor the integrity of

these policies;

• Familiarise itself with issues of concern to Shareholders and significant Stakeholders, including customers, staff, lessee’s

and the community; and

• Monitor the performance of NZL’s Manager.

Rob CampbellRob Campbell, ap, appopointed in September 2020, has more than 30 years’ experience in investment management and corporate

governance. He is the Chair of Environmental Protection Authority NZ, Te Whatu Ora - Health New Zealand, Ara Ake and

Chancellor of Auckland University of Technology. Rob trained as an economist and has worked in a variety of capital market

advisory and governance roles over a long period.

Sarah Kennedy, appointed in September 2020, is also currently an independent director of NZX-listed Comvita and the

Founder & CEO of Calocurb Limited, a direct to consumer company selling internationally. She is the former CEO of Lifestream

International, a New Zealand-owned company specialising in bioavailable, ethical, plant-based health foods. Sarah has also

been chief executive of Designer Textiles International. From 2011 to 2014, she held a number of senior roles with Fonterra, such

as vice president of international farming based in China, managing director of dairy nutrition, and managing director of RD1 —

Fonterra’s chain of rural retail stores. Before that, Sarah was managing director of Healtheries/Vitaco for a decade. Sarah is a

veterinarian by training.

Christopher Swasbrook, appointed in September 2020, is one of the founders of New Zealand Rural Land Management. He

is also the founder and managing director of Elevation Capital Management. He was previously a Partner of Goldman Sachs

JBWere Pty, co-head of institutional equities at Goldman Sachs JBWere (NZ) and a foundation broker of the NZX. He has been a

board member of the Financial Markets Authority since 2019 and a member of the NZX Listing Sub-Committee since 2008. He

is also a director of Allied Farmers Limited, Bethunes Investments Limited and SwimTastic Limited.

Tia Greenaway, appointed in September 2021, currently leads the Rautaki Māori team for He Pou a Rangi, Climate Change

Commission and is responsible for delivering the Iwi/Māori aspects of the Commission’s work programme. Tia has broad

experience in the Māori sector and holds various roles on Iwi and Ahu Whenua Trusts and Committees operating mainly in

farming and forestry. Tia is passionate about improving wellbeing outcomes for our taiao and our mokopuna and has been a

key contributor to the development of the wellbeing framework He Ara Waiora - A Pathway towards Wellbeing, a collaboration

between Māori thought-leaders and the Treasury. Tia is a member of Chartered Accountants Australia and New Zealand.

for the period ended 30 June 2022

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NEW ZEALAND RURAL LAND COMPANY

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

NZL and its tenants share a vision of sustainable practices. These include practices that enhance the health and wellbeing of the NZL and its tenants share a vision of sustainable practices. These include practices that enhance the health and wellbeing of the

natural environment, animals and communities connected to the land. NZL is prioritising working with tenants who share these natural environment, animals and communities connected to the land. NZL is prioritising working with tenants who share these

values. Additionally, NZL and its tenants agree to binding sustainability pledges in leases. values. Additionally, NZL and its tenants agree to binding sustainability pledges in leases.

CORPORATE GOVERNANCE

The Board is committed to the highest standard of corporate governance as established by recognised best practice. The

Board is responsible for establishing and implementing NZL’s corporate governance frameworks. NZL’s corporate governance

practices have been prepared in accordance with the Financial Markets Authority’s Corporate Governance Handbook, the

requirements of the NZX Listing Rules and the recommendations in the NZX Corporate Governance Code (NZX Code).

The Board has implemented governance principles and processes to establish, shape and maintain appropriate governance

standards and behaviours throughout NZL that align with the NZX Code. The adoption of governance principles ensures that

the Board act in accordance with agreed standards of ethical and moral behaviour, including observing NZL’s Code of Ethics.

Copies of NZL’s key corporate governance documents, including NZL’s Board Charter and Code of Ethics, are available at NZL

Policy Documents & Constitution section of NZL’s website: https://nzrlc.co.nz/company-policy-documents.

Corporate Governance Structure

The Board are elected by Shareholders of NZL. The Board has overall responsibility for the governance of NZL, while the day-

to-day management of NZL has been delegated to the Manager. The respective roles of the Board and the Manager within this

corporate governance structure are summarised below.

Role of the Board

The primary role of the Board is to approve and monitor the strategic direction of NZL that is recommended by the Manager and

to add long-term value to NZL’s shares, whilst having appropriate regard to the interests of all material Stakeholders. Further

information on the Board’s role and responsibilities is set out in the Board Charter.

Board Committees

The Board may establish a committee to consider certain issues and functions in more detail. The Board retains ultimate

responsibility for the functions of its committees and determines their responsibilities. The Board has established two standing

committees, and other committees may be established on a case-by-case basis where the Board considers it appropriate to do

so.

Audit and Risk Committee

The Board has established an Audit and Risk Committee (Sarah Kennedy and Rob Campbell), with the role of overseeing

financial reporting, accounting policies, financial management, and internal control systems. The Audit and Risk Committee

responsibilities are outlined in the Audit and Risk Committee Charter available on NZL’s website.

Remuneration Committee

The Board has established a Remuneration Committee, with the role of recommending Director remuneration packages to

Shareholders. The Remuneration Committee responsibilities are outlined in the Remuneration Committee Charter available on

NZL’s website.

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

Board Membership

The Board shall comprise of at least three Directors, with at least two independent Directors, and an intention that one

Director is nominated and appointed as a representative of the Manager. The composition of the Board reflects the duties and

responsibilities it is required to perform in setting NZL’s strategy and ensuring it is implemented.

At the date of this Annual Report, the Board comprises four Directors (three independent Directors and one non-independent

Director).

Independence

The Board Charter of NZL sets out the standards for determining whether a Director is independent for the purposes of service

on the Board and committees. These standards reflect the requirements of the NZX Listing Rules. A Director is independent if the

Board affirmatively determines that the Director has satisfied these standards. As at 30 June 2022, the Board has determined

that:

• Sarah Kennedy, Tia GreenawayTia Greenaway and Rob Campbell are Independent Directors; and

• Christopher Swasbrook is a non-Independent Director because of his part ownership of, and executive management role

with, the Manager.

Tenure

Directors are not appointed for fixed terms. However, the Constitution and the NZX Listing Rules require all Directors to stand

for re-election at the third annual meeting after appointment or after three years (whichever is longer). A Director appointed by

the Board to fill a casual vacancy must also stand for election at the following annual meeting.

Board and Committee Meetings

The Board holds at least eight meetings per year, and additional Board meetings are held where necessary in order to prioritise

and respond to issues as they arise. The Board and committee meetings and attendance in Financial Year 2022 are set out

below:

AttendeeBoard MeetingsAudit and Risk CommitteeRemuneration Committee*

Rob Campbell10/1010/101/11/1-

Sarah Kennedy10/1010/101/11/1-

Christopher Swasbrook9/109/10--

Tia Greenaway9/109/10--

* No remuneration committee meetings were required during the year because there were no proposals to alter Driectors’ fee.

Independent Professional Advice

Directors are entitled to seek independent professional advice on any aspect of the Directors’ duties at NZL’s expense, with the

approval of the Chair.

During FY22 no instances have arisen whereby a Board committee or individual director has needed to seek independent legal

or financial advice. However, the Board has access to appropriate internal and external expertise to support board assurance

activities:

• All executives of the Manager have direct access to the Board and each of the Directors;

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

• The external Audit Firm Lead Partner has direct access to the Chair of the Audit and Risk Committee, and has “Board

only” time without management present at Audit and Risk Committee meetings; and

• The Board has directly sought expert external valuation, corporate finance, tax, and legal advice as required.

Board Assessment

Now that NZL has been in operation for 18 months, and appointment of the full Board of 4 Directors has been completed, in the

next 6 months the Board will perform an evaluation of the Board and its sub-committee’s performance.

Directors’ and Officers’ Insurance

While acting in their capacities as Directors, NZL provides indemnity and insurance cover for Directors to the fullest extent

permitted by law. As permitted by its Constitution, NZL has entered into a deed of indemnity, insurance and access indemnifying

each Director for potential liabilities, losses, costs and expenses they may incur for acts or omissions in their capacity as Director,

and agreeing to effect directors’ and officers’ liability insurance for those persons, in each case subject to the limitations set out

in the Companies Act 1993.

Role of New Zealand Rural Land Management Limited Partnership

The day-to-day management responsibilities for NZL have been delegated to the Manager under a long-term Management

Agreement. The Management Agreement details a comprehensive list of the Manager’s duties and responsibilities, and the fees

payable to the Manager (which are summarised in the Financial Statements at page 30-31 of this report). Under the Management

Agreement, the Manager is responsible for the:

• Management and administration of NZL including secretariat services;

• Management of properties owned by NZL;

• Sourcing of sale and purchase opportunities, including overseeing the due diligence and execution processes;

• Operation of lease arrangements;

• Communication with investors; and

• Administration of dividends and distributions.

Manager Performance

A key role of the Board is to monitor the performance of the Manager. NZL benefits from having a management team with a

great breadth and depth of skills, however the Board recognises that the interests of the Manager and the interests of NZL’s

Shareholders have the potential to conflict.

The Board is responsible for identifying, assessing and resolving any potential conflicts in relation to NZL’s structure, NZL’s

adopted strategies and the resulting potential fees payable to the Manager. Any matters to be considered under the Management

Agreement by NZL are considered and determined by the independent Directors on the Board. Where the Board must vote on

any matter relating to the Manager, Chris Swasbrook is interested and must not vote on that matter.

Diversity

NZL has a Diversity Policy, which describes NZL’s approach to diversity and inclusion. NZL believes that building and celebrating

diversity in the workplace creates an inclusive workplace culture and delivers enhanced business performance. The Diversity

Policy applies to the Board and the Manager and should be read in conjunction with NZL’s Code of Ethics and all other policies

that cover areas such as values, culture and employee expectations. A copy of the Diversity Policy is available on NZL’s website.

The Board has not at this time completed an evaluation of performance against the diversity policy. The Board has not at this time completed an evaluation of performance against the diversity policy. Evaluating performance

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

against the diversity policy is not yet applicable as the Company needed to complete its first full financial year in operation

before doing so. Accordingly, this will be completed in the next 6 months.

The following table provides a quantitative breakdown as at 30 June 2022 as to the gender composition of the Board: as at 30 June 2022 as to the gender composition of the Board:

2022 PositionFemaleMaleProportion FemaleProportion Male

Board2250%50%

Officers010%100%

NZX Corporate Governance Code

NZL considers that during the Financial Year 2022, NZL materially complied with the Code. NZL does deviate from the Code, by

not having a formally established Nominations Committee. Given the current nature and structure of NZL, the Board considers

the matters related to nominations are best undertaken by the entire Board.

Risk Management Risk Management

The Audit and Risk Committee ensures that NZL fulfils its responsibilities in all matters related to risk management. The

Committee is responsible for overseeing financial reporting, accounting policies, financial management and internal control

systems. Formal control and reporting processes have been introduced to ensure the Board is properly and regularly informed

on corporate financial matters.

Health & SafetyHealth & Safety

NZL owns farming property and leases it to tenants, and the Manager manages the lease arrangement on behalf of NZL. This

scenario creates overlapping health and safety duties for the properties. NZL, the Manager, and the tenant have carefully

considered each parties’ ability to influence and control health and safety matters, and are progressing toward reflecting this in

a Health and Safety Overlapping Duties Agreement. This takes into account who has control over work activity, control of the

workplace and control over workers, and allocates in a detailed register responsibilities based on who is in the best position to

control, influence and manage each health and safety obligation to ensure successful implementation and avoid duplication of

efforts.

In addition, both NZL and the Manager are developing a Health & Safety Management Plan, and the Manager has developed

a Quarterly Health and Safety Governance Report for the NZL Board which will provide an update and performance rating for

each risk.

Directors’ Relevant Interests

As at 30 June 2022, the Directors of NZL who have relevant interests (as defined in the Financial Market Conduct Act 2013) in

quoted financial products of NZL are as follows:

NZL Ordinary SharesBeneficial interestsNon-beneficial interests

Rob Campbell477,984-

Sarah Kennedy40,678-

Christopher Swasbrook340,000340,0002,101,5002,101,500

Tia Greenaway6,102-

As at 30 June 2022, the Directors of NZL held, in aggregate, 2.63% 2.63% of NZL’s ordinary shares.

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

Directors disclosed the following acquisitions and disposals of relevant interests in NZL shares during FY22 pursuant to

section 148 of the Companies Act 1993:

NZL Ordinary Shares

Beneficial interests

as at 30 June 2022

Change

from 30 June 2021

Non-beneficial interests

as at 30 June 2022

Change

from 30 June 2021

Rob Campbell477,984+411,318--

Sarah Kennedy40,678+7,345--

Christopher Swasbrook340,000340,000+210,000+210,0002,101,5002,101,500+368,167+368,167

Tia Greenaway6,1026,102+6,102+6,102----

Interests Register

The following are the relevant interests of the Directors of NZL and its subsidiaries as at 30 June 2022:

Rob CampbellRob Campbell

Director of Ara Ake Limited

Chancellor of Auckland University of Technology

Chair of Health New Zealand

Director of RC Custodian Limited

Director of Serica Credit Balanced Fund

Director of Tutanekai Investments

Sarah Kennedy

Founder and CEO of Calocurb Limited

Director of Comvita Limited

Director of Final Mile Holdings Limited

Director of Lanaco Limited

Director of Lifestream International Limited

Christopher Swasbrook

Director of Allied Farmers Limited

Director of Bethunes Investments Limited

Director of SwimTastic Limited

Director of Elevation Capital Management Limited

Board Member of Financial Markets Authority

Member of NZX Listing Sub-Committee

Tia Greenaway

Member of New Zealand Maori Tourism Audit and Risk Committee

Trustee of Ngati Tutemohuta Charitable Trust

Associate Trustee of Opepe Farm Trust

Committee Member of Opepe Investment Committee

Director of Piata Horizons Limited

Member of Rongowhakaata Iwi Trust Audit and Finance Committee

Responsible Trustee of Tauhara Middle 14 Trust

Responsible Trustee of Tauhara Middle Lands Trust

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

Directors’ RemunerationDirectors’ Remuneration

TThe remuneration paid to NZL and its subsidiaries’ Directors in respect of the year ended 30 June 2022 was as follows (these

amounts exclude GST, where appropriate):

DirectorFinancial Year 2022 (NZD)

Rob Campbell97,500.0097,500.00

Sarah Kennedy64,999.9264,999.92

Christopher SwasbrookNilNil

Tia Greenaway54,166.60

Total216,666.52216,666.52

Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of

performing their duties.performing their duties.

Directors do not receive any retirement benefits, and do not receive share options. Whist NZL strongly encourages NZL’s share Directors do not receive any retirement benefits, and do not receive share options. Whist NZL strongly encourages NZL’s share

ownership to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership ownership to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership

is not appropriate or achievable.is not appropriate or achievable.

Any proposed increases in non-executive Director fees will be put to shareholders for approval. If independent advice is sought Any proposed increases in non-executive Director fees will be put to shareholders for approval. If independent advice is sought

by the Board, it will be disclosed to shareholders as part of the approval process.by the Board, it will be disclosed to shareholders as part of the approval process.

The following Board skills matrix outlines the qualifications, capabilities, geographical location, tenure and gender of each

member of the Board:

The following Board skills matrix outlines the qualifications,

capabilities, geographical location, tenure and gender of each

member of the Board

Rob CampbellChris Swasbrook Sarah KennedyTia Greenaway

Director Qualification

CNZM,

BA (Hons),

MPhil (Economics)

BCom (Economics) PGDip (Business) MPA (Accounting)

Strategic knowledge of rural investmentsYes Ye sYe s Ye s

Strategic knowledge of funds management businesses

Ye sYes NoNo

Financial Ye sYes Ye sYe s

Risk management/regulatory

Ye sYes NoYe s

Sustainability

NoNoYe sYe s

Legal No No Yes Yes

People leadership and culture

Ye sYe sYe sYe s

Listed company governance Yes Yes Ye sNo

Capital markets Ye sYe sYe sNo

Geographic location Auckland Auckland Auckland Wellington

Tenure (years) 21 Months21 Months21 Months10 Months

Gender Male Male Female Female

Employee Remuneration

NZL, including its subsidiaries, have no employees. NZL is managed by the Manager under the Management Agreement. Details

of the fees paid to the Manager are included in the Financial Statements on pages 30-31.ges 30-31.

Subsidiaries

NZL has one subsidiary, NZRLC Dairy Holdings Limited, a company incorporated in New Zealand in March 2021. As at 30

June 2022, the Directors of NZRLC Dairy Holdings Limited are Rob Campbell, Sarah Kennedy, Christopher Swasbrook and Tia

Greenaway.

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

Donations

NZL, including its subsidiaries, did not make any donations during the year ended 30 June 2022. NZL has a policy of not making NZL, including its subsidiaries, did not make any donations during the year ended 30 June 2022. NZL has a policy of not making

political donations.political donations.

Dividends PaidDividends Paid

A total dividend for the FY22 financial year of 3.61 cents per share was paid to shareholders.A total dividend for the FY22 financial year of 3.61 cents per share was paid to shareholders.

Company Secretariat ServicesCompany Secretariat Services

Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat

Services via oversight from the Manager’s Board of Directors. The Board of the Manager has an Independent Chair: Shelly Ruha.Services via oversight from the Manager’s Board of Directors. The Board of the Manager has an Independent Chair: Shelly Ruha.

AuditorsAuditors

The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides

a formal channel of communication between the Board, senior management and external auditors.a formal channel of communication between the Board, senior management and external auditors.

The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years) The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years)

and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit

firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless

on balance it is not int the interests of NZL to do so. The Committee periodically has time with the external auditor without on balance it is not int the interests of NZL to do so. The Committee periodically has time with the external auditor without

management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.

An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the

external auditor.external auditor.

PricewaterhouseCoopers (PwC) was appointed as external auditor for NZL on 16 November 2020 and Richard Day was PricewaterhouseCoopers (PwC) was appointed as external auditor for NZL on 16 November 2020 and Richard Day was

appointed as Lead Audit Partner on the same date.appointed as Lead Audit Partner on the same date.

All audit work is fully separated from non-audit services, to ensure that appropriate independence is maintained. The amount All audit work is fully separated from non-audit services, to ensure that appropriate independence is maintained. The amount

of fees paid to PwC for audit work in FY22 are identified in note 18 of the consolidated financial statements. At the 2021 Annual of fees paid to PwC for audit work in FY22 are identified in note 18 of the consolidated financial statements. At the 2021 Annual

Meeting shareholders authorised the Directors to fix the auditor’s fees and expenses for the ensuing year.Meeting shareholders authorised the Directors to fix the auditor’s fees and expenses for the ensuing year.

PwC has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to operate PwC has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to operate

independently during the year.independently during the year.

PwC attended the 2021 Annual Shareholders’ Meeting and were available to answer any questions.PwC attended the 2021 Annual Shareholders’ Meeting and were available to answer any questions.

No non-audit services were provided by PwC.No non-audit services were provided by PwC.

NZX Waivers NZX Waivers

The following waivers from the NZX Listing Rules were granted to the Company or relied upon by the Company during the The following waivers from the NZX Listing Rules were granted to the Company or relied upon by the Company during the

financial year ended 30 June 2022financial year ended 30 June 2022

On 18 October 2021 NZL sought and was granted a waiver from the requirement under Rule 5.1.1 to obtain shareholder approval On 18 October 2021 NZL sought and was granted a waiver from the requirement under Rule 5.1.1 to obtain shareholder approval

to enter into and perform a Transaction in connection with the acquisition of six dairy assets of approximately 3,522 hectares to enter into and perform a Transaction in connection with the acquisition of six dairy assets of approximately 3,522 hectares

located in the South Island for consideration of $60.64 million. The Transaction constituted a Major Transaction for the purposes located in the South Island for consideration of $60.64 million. The Transaction constituted a Major Transaction for the purposes

of Rule 5.1.1 due to the Value of the Transaction exceeding 50% of NZL’s AMC. The waiver from Rule 5.1.1 was granted provided that of Rule 5.1.1 due to the Value of the Transaction exceeding 50% of NZL’s AMC. The waiver from Rule 5.1.1 was granted provided that

the Board of NZL certify that in the opinion of each of the non interested directors that the Transaction: i) is in the best interests the Board of NZL certify that in the opinion of each of the non interested directors that the Transaction: i) is in the best interests

of, and is fair and reasonable to, all shareholders of NZL; ii) was negotiated on an arms’ length basis; iii) does not significantly of, and is fair and reasonable to, all shareholders of NZL; ii) was negotiated on an arms’ length basis; iii) does not significantly

change the nature of NZL’s business, and is in accordance with the strategy and terms set out in NZL’s Product Disclosure change the nature of NZL’s business, and is in accordance with the strategy and terms set out in NZL’s Product Disclosure

Statement; and iv) is not a major transaction for NZL requiring shareholder approval for the purposes of the Companies Act 1993.Statement; and iv) is not a major transaction for NZL requiring shareholder approval for the purposes of the Companies Act 1993.

SECTION 2. STATUTORY INFORMATION

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NEW ZEALAND RURAL LAND COMPANY

Substantial Product Holders

The following information is pursuant to section 293 of the Financial Markets Conduct Act 2013. The total number of voting

securities of NZL on issue as at 5 September 2022 was 115,601,570. According to notices received by NZL, the following

persons were substantial product holders in NZL as at 5 September 2022:

Ordinary sharesNumber held

ANZ New Zealand Investments Limited, ANZ Bank

New Zealand Limited and ANZ Custodial Services

New Zealand Limited

10,723,48110,723,481

Jarden Securities Limited and Harbour Asset

Management Limited

10,319,76810,319,768

Clyde and Rena Holland10,089,27810,089,278

Vaulterra Holdings LLC5,960,0005,960,000

Spread of Shareholders

The spread of the Shareholders of NZL as at 5 September 2022 is at 5 September 2022 is as follows:

Number of SharesNumber of HoldersTotal Shares HeldPercentage (%)

1 - 1,00013297,1350.08

1,001 – 5,0004261,219,1111.05

5,001 – 10,0002371,849,0241.61

10,001 – 50,0003407,870,1326.81

50,001 – 100,000483,608,1203.12

100,001 and over65100,958,04887.33

Total1,248115,601,570100.00

SECTION 2. STATUTORY INFORMATION

Credit Rating

NZL does not have a credit rating.

14
NEW ZEALAND RURAL LAND COMPANY

Twenty Largest Shareholders

The twenty largest Shareholders of NZL as at 5 September 2022 at 5 September 2022 are as follows:

ShareholdersNumber held

New Zealand Permanent Trustees Limited 18,810,511

Premier Nominees Limited 7,376,842

FNZ Custodians Limited 5,739,064

TEA Custodians Limited 4,988,074

Forsyth Barr Custodians Limited 4,900,000

MFL Mutual Fund Limited 4,892,608

Accident Compensation Corporation 4,230,587

Allied Farmers Limited 4,149,874

Janice Catherine Walker & Sonya Jane Walker & Duncan Varhan Fea 4,000,000

New Zealand Depository Nominee 3,206,467

Custodial Services Limited 3,163,096

Citibank Nominees (NZ) Ltd 2,868,179

Wairahi Investments Limited 2,300,125

Investment Custodial Services Limited 2,197,312

DFS Investment Partners LLC 1,950,790

JPMorgan Chase Bank 1,923,057

New Zealand Permanent Trustees Limited 1,830,222

HSBC Nominees (New Zealand) Limited 1,556,258

FNZ Custodians Limited 1,334,912

Public Trust RIF Nominees Limited 1,256,513

SECTION 2. STATUTORY INFORMATION

15
NEW ZEALAND RURAL LAND COMPANY

3

SECTION

Financial

Statements

New Zealand Rural Land Company Limited and its subsidiary

Directors' responsibility statement

For and on behalf of the Board

DirectorDirector

The Board of Directors of New Zealand Rural Land Company Limited authorised the financial statements for issue onϮρ August

2022.

The directors are pleased to present the financial statements of New Zealand Rural Land Company Limited and its subsidiary for the

financial years period ended 30 June 2022.

2

16
NEW ZEALAND RURAL LAND COMPANY

16

NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiary

For the year ended 30 June 2022

2022

Notes

$'000$'000

Gross rental income

Rental income68,215 498

Net rental income8,215 498

Less overhead costs

Directors fees(217)(170)

Insurance(80)(31)

Marketing expenses(1)(125)

Management fees19(632)(99)

Professional and consulting fees(456)(200)

Performance fee19(4,115)(1,625)

Other expenses(85)(68)

Total overhead costs(5,586)(2,318)

Profit / (loss) before net finance income, other income and income tax2,629 (1,820)

Finance income3,550 122

Finance expense(2,408)(234)

Net finance income / (expense)71,142 (112)

Profit / (loss) before other income and income tax3,771 (1,932)

Other income

Change in fair value of investment property535,342 16,525

Profit before tax39,113 14,593

Income tax benefit8.1567 522

Profit and total comprehensive income for the period39,680 15,115

CentsCents

Basic and diluted earnings per share2442.43 37.49

Consolidated statement of comprehensive income

292 day period

ended 30 June

2021

These financial statements are to be read in conjunction with the accompanying notes

3

17
NEW ZEALAND RURAL LAND COMPANY

17

NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiary

Consolidated statement of financial position

At 30 June 2022

2022 2021

Notes

$'000$'000

Current assets

Cash and cash equivalents91,004 20,496

Trade and other receivables101,411 668

Current tax receivable10 23

Total current assets2,425 21,187

Non-current assets

Investment property5264,899 137,678

Loan receivable1118,554 5,475

Deferred tax assets8.21,089 522

Derivative assets121,792 -

Other non-current assets256 75

Total non-current assets286,590 143,750

Total assets289,015 164,937

Current liabilities

Trade and other payables13923 308

Income in advance579 -

Other current liabilities150 -

Total current liabilities1,652 308

Non-current liabilities

Borrowings14100,768 54,254

Derivative liabilities12- 121

Total non-current liabilities100,768 54,375

Total liabilities102,420 54,683

Net assets186,595 110,254

Share capital15129,632 93,514

Share based payment reserve174,115 1,625

Retained earnings52,848 15,115

Total equity186,595 110,254

$$

Net Assets Value (NAV) per share21.21.6564 1.3968

Net Tangible Assets (NTA) per share21.21.6309 1.3918

These financial statements are to be read in conjunction with the accompanying notes

4

18
NEW ZEALAND RURAL LAND COMPANY

18

NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiary

Consolidated statement of changes in equity

For the year ended 30 June 2022

Notes

$'000$'000$'000$'000

Balance at 11 September 2020

- - - -

Comprehensive Income

Profit for the period- - 15,115 15,115

Total comprehensive income- - 15,115 15,115

Transactions with shareholders

Contributed capital1495,893 - - 95,893

Transaction costs14(2,379)- - (2,379)

Performance fee payable in ordinary shares15- 1,625 - 1,625

Balance at 30 June 2021

93,514 1,625 15,115 110,254

Comprehensive Income

Profit for the period- - 39,680 39,680

Total comprehensive income- - 39,680 39,680

Transactions with shareholders

Contributed capital15

34,852 - - 34,852

Transaction costs15

(551)- - (551)

Performance fee issued in ordinary shares151,625 (1,625)- -

Performance fee payable in ordinary shares17- 4,115 - 4,115

Dividends paid16

- - (1,947)(1,947)

Dividend reinvestment plan issues16

192 - - 192

Balance at 30 June 2022

129,632 4,115 52,848 186,595

Share capital

Retained

earnings

Total

Share based

payment

reserve

These financial statements are to be read in conjunction with the accompanying notes

5

19
NEW ZEALAND RURAL LAND COMPANY

19

NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiary

Consolidated statement of cash flows

For the year ended 30 June 2022

Notes

$'000$'000

Cash flows from operating activities

Lease income received

6,505 23

Payments to suppliers

(394) (716)

Management fees paid

(663) (70)

Income taxes received / (paid)

12 (23)

Interest paid

(1,890) (117)

Interest received

599 77

Net cash generated by / (used in) operating activities4,169 (826)

Cash flows from investing activities

Payment for NZX listing bond

- (75)

Payments for investment properties

(90,492) (120,685)

Payments for leasehold improvements

(181) -

Payment for loan receivable(12,018) (5,430)

Net cash used in investing activities(102,691)(126,190)

Cash flows from financing activities

Proceeds from convertible loan- 375

Proceeds from issue of ordinary shares34,822 95,249

Payment of transaction costs on issue of ordinary shares(551) (2,366)

Dividends paid(1,755) -

Proceeds from borrowings60,768 54,254

Repayment of borrowings(14,254) -

Net cash generated by financing activities79,030 147,512

Net (decrease) / increase in cash and cash equivalents(19,492)20,496

Cash and cash equivalents beginning of the year20,496 -

Cash and cash equivalents at the end of the period91,004 20,496

2022 2021

These financial statements are to be read in conjunction with the accompanying notes

6

20
NEW ZEALAND RURAL LAND COMPANY

20

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

1Reporting entity

2Basis of preparation

2.1Statement of compliance and reporting framework

2.2

Functional and presentation currency

2.3Basis of measurement

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST) except:



2.4Basis of consolidation




The Group has adopted External Reporting Board Standard A1 Accounting Standards Framework (For-profit Entities Update) (XRB A1).

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice ("NZ GAAP") and

the Financial Markets Conduct Act 2013. They comply with New Zealand equivalents to International Financial Reporting Standards ("NZ

IFRS") and other applicable Financial Reporting Standards, as appropriate. These financial statements comply with International Financial

Reporting Standards ("IFRS") as published by the International Accounting Standards Board. For the purposes of complying with NZ GAAP,

the Group is a for-profit entity. These financial statements have been prepared in accordance with the requirements of the Companies

Act 1993 and on a going concern basis.

The consolidated financial statements for New Zealand Rural Land Company Limited (the "Company" or "Parent") and its subsidiary (the

"Group") are for the economic entity comprising the Company and its subsidiary. The Group's principal activity is investment in New

Zealand rural farmland.

where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of the cost of

acquisition of an asset or as part of an item of expense; or

The Company is incorporated in New Zealand and registered under the Companies Act 1993. The Company is an FMC reporting entity for

the purposes of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013. The Company was incorporated on 11

September 2020 and is domiciled in New Zealand. The Company is listed on the New Zealand Stock Exchange (NZX Limited) with ordinary

shares listed on the NZX Main Board.

These financial statements are presented in New Zealand dollars, which is the Group's functional currency. All amounts have been

rounded to the nearest thousand, unless otherwise stated.

The financial statements have been prepared on the historical cost basis except for derivative financial instruments and investment

properties which are measured at fair value.

is exposed, or has rights, to variable returns from its involvement with the investee; and

has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more

of the three elements of control listed above.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and

its subsidiary. Control is achieved when the Company:

has power over the investee;

New Zealand Rural Land Company Limited and its subsidiary

These financial statements are for the financial year ending 30 June 2022. The comparative period is the 292 day period ended 30 June

2021.

for receivables and payables which are recognised inclusive of GST (the net amount of GST recoverable from or payable to the

taxation authority is included as part of receivables or payables).

7

21
NEW ZEALAND RURAL LAND COMPANY

21

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

2.4Basis of consolidation (continued)

2.5Financial instruments

Financial assets - Derecognition of financial assets

Financial assets - Impairment of financial assets

Financial liabilities - Amortised cost

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.

Financial liabilities at amortised cost (including borrowings, related party payables and trade and other payables) are initially recognised

at fair value and subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over

the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and

points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)

through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial

recognition.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through

profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit

or loss are recognised immediately in profit or loss.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control

of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the

consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when

the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the

Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are

eliminated in full on consolidation.

The Group’s financial assets consist of cash, trade receivables, derivatives and loan receivable.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the

financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor

retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its

retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and

rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a

collateralised borrowing for the proceeds received.

Impairment of financial assets are recorded through a loss allowance account (bad debt provision). The amount of the loss allowance is

based on the simplified Expected Credit Loss (ECL) approach which involves the Group estimating the lifetime ECL at each balance date.

The lifetime ECL is calculated using a provision matrix based on historical credit loss experience and adjusted for forward looking factors

specific to the debtors and the economic environment.

Financial instruments are classified into the following specified categories: ‘fair value through profit or loss' (FVTPL), and 'at amortised

cost'. The classification depends on the business model and nature of the cash flows of the financial instrument and is determined at the

time of initial recognition.

8

22
NEW ZEALAND RURAL LAND COMPANY

22

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

2.5Financial instruments (continued)

Financial liabilities - Derecognition of financial liabilities

3

Critical accounting estimates and judgements

• Fair valuation of investment property (note 5)

• Deferred tax on investment property (note 8.2)

• Recognition of loan receivable (note 11)

3.1

Fair value estimation




Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation

technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if

market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value

for measurement and/or disclosure purposes in these financial statements is determined on such a basis.

The preparation of these financial statements requires management to make estimates and assumptions. These affect the amounts of

reported revenue and expense and the measurement of assets and liabilities. Actual results could differ from these estimates. The

principal areas of judgement and estimation in these financial statements are:

The Group’s assets and liabilities that are measured at fair value are investment property and derivative financial instruments. Investment

property is measured using level 3 valuation techniques as further detailed in Note 5.

Derivative financial instruments are measured using level 2 valuation techniques, which is based on inputs other than quoted prices in an

active market that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This

valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific

estimates. The derivatives are valued based on the mark to market valuations of the interest rate swaps on 30 June 2022.

The carrying value of all other financial assets and liabilities held at amortised cost reasonably approximates the fair value due to the

short term nature of the financial instruments.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the

inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are

determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For financial reporting

purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value

measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as

follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the

measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or

liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The

difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in

profit or loss.

9

23
NEW ZEALAND RURAL LAND COMPANY

23

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

4

Segment information

5

Investment properties

Fair value of rural land investment properties:

30 June 2022

Land area

Opening

balance

Additions ¹

Lease fee

amortisation

Capitalised

lease

incentive ²

Revaluation

gain

Carrying value

Hectares$'000$'000$'000$'000$'000$'000

Canterbury

5,765

126,581 -(8) 1,273 11,962139,808

Otago3,500-61,544(30) -18,62480,138

Southland

1,386

11,097 29,096(5) 9 4,75644,953

Fair value of investment properties137,678 90,640 (43) 1,282 35,342 264,899

¹

²

30 June 2021

Land areaAdditions ¹

Capitalised

lease

incentive ²

Revaluation

gain

Carrying value

LocationHectares$'000$'000$'000$'000

Canterbury5,765 110,273 468 15,840 126,581

Southland456 10,412 -685 11,097

Fair value of investment properties120,685 468 16,525 137,678

¹

²

Net of amortisation.

Included in the Group's total gross finance income, excluding gains on the fair value of derivative instruments, more than 10% was

received as interest income from two significant customers. The total gross interest income derived in the year ended 30 June 2022 from

these customers was $0.549 million and $1.1 million respectively. No other single customer contributed 10% or more of the Group's total

finance income.

Includes directly attributable acquisition costs.

Net of amortisation.

Initial direct costs incurred in negotiating and arranging operating leases and lease incentives granted are added to the carrying amount

of the leased asset.

Investment property is initially measured at cost and subsequently measured at fair value with any change therein recognised in profit or

loss. Any gain or loss arising from a change in fair value is recognised in profit or loss.

The Group operates in one business segment being New Zealand rural land.

Includes directly attributable acquisition costs.

Property valuations will be carried out at least annually by independent registered valuers.

Investment properties are derecognised when they have been disposed of and any gains or losses incurred on disposal are recognised in

profit or loss in the year of derecognition.

Location

Investment property is property held either to earn rental income, for capital appreciation or for both.

Included in the Group's total rental income, more than 10% was received from four significant customers, Performance Livestock Limited,

Sustainable Grass Limited, Performance Dairy Limited, and WHL Capital Limited. The total rental income derived in the year ended 30

June 2022 from these customers was $1.358 million, $1.167 million, $3.095 million, and $2.029 million respectively. No other single

customer contributed 10% or more of the Group's total rental income.

10

24
NEW ZEALAND RURAL LAND COMPANY

24

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

5.1Fair value measurement, valuation techniques and inputs

The Group's investment properties were valued by Colliers International, with values applicable as at 30 June 2022.

Key inputs used to measure fair value:

2022 2021

Land growth rate3%3%

CPI

2%2%

Discount rate

7%7.5%

Terminal rate6.5%6.5%

5.2Valuation methodology

Key valuation inputDescription

Land growth rateIncreaseDecrease

CPIIncreaseDecrease

Discount rateDecreaseIncrease

Terminal rateDecreaseIncrease

IncreaseDecrease

External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and

category of the property being valued, value the Group’s investment property portfolio at least every 12 months. The fair values are

based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a

willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted kno

wledgeably,

prudently and without compulsion.

Increase in

input

Decrease in

input

The valuer's assessment of the annual net market income per hectare

attributable to the property. Used in the income approach.

Market rental assessment

During the year there were no transfers of investment properties between levels of the fair value hierarchy. The valuation techniques

used in measuring the fair value of investment property, as well as the significant unobservable inputs used are as follows:

Investment properties are classified as level 3 (inputs are unobservable for the asset or liability) under the fair value hierarchy on the

basis that adjustments must be made to observable data of similar properties to determine the fair value of an individual property.

Measurement sensitivity

The investment properties have been assessed on a fair value basis utilising the income approach for the Group's interest as lessor and a

market approach to assess the reversionary value of the assets at the expiry of the current lease terms. The valuation includes the

consideration made by the valuer for the applicable climate risks.

The net present value of the income provided under the lease agreements have been assessed to be above prevailing market leases for

similar assets. This results in the Group's interest assessment in the leases being greater than the current fair value for the asset on the

basis of the fee simple valuation.

The rate used to assess the terminal value of the property. Used in the

income approach.

The rate applied to the expected land value growth. Used in the income

approach.

The expected inflation increase applied to the lease income every three

years. Used in the income approach.

The rate applied to discount future cashflows, it reflects transactional

evidence from similar types of property assets. Used in the income

approach.

11

25
NEW ZEALAND RURAL LAND COMPANY

25

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

6Rental income

2022 2021

$'000$'000

Gross lease receipts7,41630

Straight line rental adjustments975483

Amortisation of capitalised lease incentives(176)(15)

Rental income8,215498

6.1Operating lease income commitments

2022 2021

Future minimum rental receivables under non-cancellable operating leases are as follows:

$'000$'000

Within 1 year11,338 6,137

After 1 year but not more than 5 years45,353 24,550

More than 5 years63,296 36,307

Total property operating lease income

119,987 66,994

7Finance income and expense

2022 2021

$'000$'000

Finance income

Interest income

1,660122

Gain on fair value of derivative instruments1,890-

Finance expense

Interest expense(2,408)(113)

Loss on fair value of derivative instruments-(121)

Net finance income / (expense)1,142(112)

The commitments above are calculated based on the contract rates using the term certain expiry dates of lease contracts. Actual rental

amounts in future may differ due to CPI adjustments within the lease agreements.

Finance income includes interest income derived from financial assets. Interest income from a financial asset is recognised when it is

probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is

accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that

exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on

initial recognition.

Rental income from investment property leased to clients under operating leases is recognised in the consolidated statement of

comprehensive income on a straight-line basis over the term of the lease, taking into account rent free periods. Where lease incentives

are provided to customers, the cost of incentives are recognised over the lease term on a straight-line basis as a reduction to rental

income.

Finance expense includes interest expense incurred on borrowings and the loss on fair value of derivative instruments. Interest expense is

recognised using the effective interest method. Gain on fair value of derivative instruments details are included in note 12.

The Group has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between 10 and

11 years.

12

26
NEW ZEALAND RURAL LAND COMPANY

26

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

8Income taxes

8.1

Income tax recognised in statement of comprehensive income

2022 2021

$'000$'000

Current tax expense

--

Deferred tax (benefit)

(567)(522)

Income tax (benefit)

(567)(522)

Reconciliation of income tax expense to prima facie tax payable:

Profit before tax

39,11314,593

Income tax expense calculated at 28%

10,9524,086

Effect of expenses that are not deductible in determining taxable profit

2519

Effect of income that is not assessable in determining taxable profit

(11,436)(4,627)

Prior period adjustment

(108)-

Income tax (benefit)

(567)(522)

8.2Deferred tax assets

2022 $'000 $'000 $'000

Lease fees(42) (20) (62)

Lease incentives(131) (357) (488)

Tax losses807 830 1,637

Depreciation on investment property(112) 112 -

Other-2 2

Total deferred tax asset / (liability)5225671,089

Recognised in

profit or loss

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive

income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in

equity respectively.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements

and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable

temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is

probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax

assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business

combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred

tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or

the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the

Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the

consolidated Statement of Comprehensive Income because of items of income or expense that are taxable or deductible in other years

and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or

substantively enacted by the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Closing

balance

Opening

balance

1

27
NEW ZEALAND RURAL LAND COMPANY

27

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

8.2Deferred tax assets (continued)

2021 $'000 $'000 $'000

Lease fees-(42) (42)

Lease incentives-(131) (131)

Tax losses-807 807

Depreciation on investment property-(112) (112)

Total deferred tax asset / (liability)-522522

Key Judgement

9Cash and cash equivalents

2022 2021

$'000$'000

Cash at bank

1,004 20,496

Total cash and cash equivalents

1,00420,496

10Trade and other receivables

Trade receivables are non-derivative financial assets and measured at amortised cost less impairment.

2022 2021

$'000$'000

Trade receivables1,054 65

Prepayments312 269

GST receivable-334

Other receivables45 -

Total trade and other receivables1,411668

11Loan receivable

2022 2021

$'000$'000

Non-current:

McNaughtons home block

6,021 5,475

Makikihi Farm

12,533 -

Total loan receivable

18,5545,475

Opening

balance

Recognised in

profit or loss

Closing

balance

The Group has chosen not to rebut the presumption in NZ IAS 12 Income taxes that the carrying value of investment properties will be

recovered through sale.

On 1 June 2021, the Group acquired land at 30 Cooneys Road, Morven for $5.4 million and simultaneously entered into a lease and a put

and call agreement with Performance Dairy Limited (PDL), a related entity to the vendor. Under the call agreement, PDL can acquire the

land on 31 May in any year (providing a minimum 90 days notice has been provided) from the Group for $5.4 million plus 10% interest

compounding annually. Under the put agreement, from 1 June 2023 the Group can require PDL to acquire the land on 31 May any year

under the same pricing mechanism and notice requirements. The put and call option has a 99 year life.

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other shortǦterm, highly liquid

investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject

to an insignificant risk of changes in value, and bank overdrafts.

Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related

items in the statement of financial position as follows:

1

28
NEW ZEALAND RURAL LAND COMPANY

28

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

11Loan receivable (continued)

12Derivatives

2022 2021

$'000$'000

Derivative assets

1,792-

Derivative liabilities

-121

1,792121

13Trade and other payables

2022 2021

$'000$'000

Trade payables and accruals

908 308

GST payable

15 -

Total trade and other payables923308

14Borrowings

2022 2021

Non-current borrowings:

$'000$'000

Rabobank facility

100,768 54,254

Total borrowings

100,76854,254

Total

Undrawn

facility

Drawn

amount

Fair value

2022

$'000$'000$'000$'000

Bank facility A1 June 20254.01%46,000 4,232 41,768 41,768

Bank facility B1 June 20243.84%29,500 -29,500 29,500

Bank facility C1 June 20264.14%29,500 -29,500 29,500

105,000 4,232 100,768 100,768

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost.

Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of

comprehensive income over the period of the borrowings using the effective interest method. Borrowings are classified as current

liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Effective

interest rate

Expiry date

Derivative financial instruments, comprising interest rate swaps are classified as fair value through profit or loss ("FVTPL"). Subsequent to

initial recognition, changes in fair value of such derivatives and gains or losses on their settlement are recognised in the consolidated

statement of comprehensive income in finance income and expense.

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid.

The amounts are unsecured and are usually paid within 30 days from recognition. Trade payables are recognised initially at fair value and

subsequently measured at amortised cost.

Key Judgement

On 2 August 2021, the Group acquired land at a North Canterbury Dairy Farm (Makikihi Farm) for $12 million and simultaneously entered

into a lease and a put and call agreement with Makikihi Robotic Dairy Limited (MRDL), a related entity to the vendor. Under the call

agreement, MRDL can acquire the land on 31 May in any year (providing a minimum 90 days notice has been provided) from the Group

for 12 million plus 10% interest compounding annually. Under the put agreement, from 1 August 2023 the Group can require MRDL to

acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and call option has a 99 year

life.

The loan receivable balances have been considered and determined no impairment is required at reporting date.

The Group has determined that these arrangements have the substance of loans with 10% market interest rates per annum.

The loans are secured by a General Security Deed and cross guarantee from certain Van Leeuwen Group entities.

15

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NEW ZEALAND RURAL LAND COMPANY

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NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

14Borrowings (continued)

Total

Undrawn

facility

Drawn

amount

Fair value

2021

$'000$'000$'000$'000

Bank facility A1 June 20232.05%25,000 10,746 14,254 14,254

Bank facility B1 June 20242.19%16,000 -16,000 16,000

Bank facility C1 June 20262.49%24,000 -24,000 24,000

65,000 10,746 54,254 54,254

The terms of the borrowings includes the following covenants that the Group must ensure at all times:


Interest coverage ratio is greater than 2.0;


Loan to valuation ratio does not exceed 40%; and


Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.

15Issued capital

Notes

Authorised and issued

Opening balance

--

Share capital issued for assignment of intellectual property

19.1125 100,000

Share capital issued for director services rendered in relation to IPO

75 60,000

Shares issued on initial public offering

75,000 60,000,000

Loan converted to ordinary shares

375 300,000

Rights issue (2:3) to existing shareholders

20,318 18,470,970

Transaction costs arising on issue of shares

(2,379) -

Balance 30 June 2021

93,51478,930,970

Rights issue to existing shareholders (September 2021)

18,486 16,805,868

Rights issue to existing shareholders (June 2022)

16,366 15,586,890

Performance fee issued in ordinary shares

1,625 1,163,162

Dividend reinvestment plan issues

16192 162,004

Transaction costs arising on issue of shares

(551) -

Balance at 30 June 2022

129,632112,648,894

In June 2022, a rights issue to existing shareholders closed with 15.6 million shares issued at $1.05 per share.

The Group has complied with the financial covenants of its borrowing facilities during the 2022 reporting period.

Expiry date

Effective

interest rate

The Group has entered into a revolving credit facility agreement with Rabobank on 21 May 2021 and renewed on 29 November 2021, 15

June 2022 and 30 June 2022 . The facility agreement has a limit of $105,000,000 with floating interest rates ranging over the three

tranches of the debt. Interest is payable quarterly in arrears.

The June 2021 performance fee was settled with 1.2 million shares being issued in September 2021 at an equivalent of $1.3968 per share.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity

instruments issued are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or

loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.

There is a general security deed over all of the assets of the Group as security of the borrowings.

In September 2021, a rights issue to existing shareholders closed with 16.8 million shares being issued at $1.10 per share.

$'000

No. of

ordinary

shares

All shares have equal voting rights, participate equally in any dividend distribution or any surplus on the winding up of the Company. The

shares have no par value.

16

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NEW ZEALAND RURAL LAND COMPANY

30

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

16Dividends

17Share based payment reserve

2022 2021

$'000$'000

Arising on share-based payments (performance fee)

4,115 1,625

Balance at end of the period

4,115 1,625

18Remuneration of auditors

2022 2021

Assurance and other services

$'000$'000

Statutory audit services

96 68

9668

19Related parties

19.1Remuneration of the Manager

• Providing administrative and general services;

• Sourcing and securing potential investors and communicating with investors;

• Sourcing opportunities for the sale and purchase of Land, and operators for lease agreements in respect of Land;

• Overseeing due diligence for and executing transactions for the sale and purchase, and leasing, of Land;

• Managing the Group’s Property, including Land owned by the Group;

• Arranging regular valuations and audits of the Group; and

• Administering the payment of dividends and distributions in respect of the Group.

The Manager is remunerated via management fees, transaction fees and performance fees.

Fees paid and owing to the Manager:

Fees chargedOwing at 30

June

Fees chargedOwing at 30

June

$'000$'000$'000$'000

Basic management services fee632 55 99 30

Land transaction fees1,116 -1,725 -

Leasing fees150 -150 -

Performance fee4,115 4,115 1,625 1,625

Total

6,013 4,170 3,599 1,655

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or

services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the

equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

The Group has appointed an external manager, New Zealand Rural Land Management Limited Partnership through a signed management

agreement. The Manager is responsible for all management functions of the Group, including:

During the year the following fees were paid or payable for services provided by PricewaterhouseCoopers New Zealand as the auditor of

the Group:

20212022

The share based payment reserve relates to the Manager's performance fee that is settled through the issue of shares. More details on

performance fees are provided in note 19.1.

During the year, total dividends of $1.947 million were declared. An ordinary dividend of $0.0201 per share with no supplementary

dividend was issued in March 2022. No imputation credits were attached to the dividend.

The company established a dividend reinvestment plan under which holders of ordinary shares could elect to have all or part of their

dividend entitlements satisfied by the issue of new ordinary shares rather than by being paid in cash. Shares were issued under the plan

at a strike price of $1.1832, with no discount to the market price at the time of the dividend. Under this reinvestment plan, 162,004

shares were issued for a total value of $191,668. This reduced the overall cash paid for dividends to $1.755 million.

1

31
NEW ZEALAND RURAL LAND COMPANY

31

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

19.1Remuneration of the Manager (continued)

Management fee

Transaction fee



Performance fee

19.2Key management personnel compensation

20Subsidiary

2022

2021

Name of entityCountry incorporatedEquity holding Equity holding

NZRLC Dairy Holdings LimitedNew Zealand100%100%

21Non-GAAP measures

For each lease agreement entered into, a fee of $30,000.

Non-GAAP measures do not have a standard meaning prescribed by GAAP and therefore may not be comparable to information

presented by other entities. These measures should not be viewed in isolation, nor considered as a substitute for measures reported in

accordance with NZ IFRS.

Transactions fee incurred for the period ended 30 June 2022 were $1.116 million and $0.150 million (2021: $1.725 million and $0.150

million) in relation to the purchase and lease fee components respectively. The purchase fee was included in the initial carrying amount

of the acquired investment property. The leasing fee has been added to the carrying value of the leased asset (being investment

properties) as part of the initial direct costs of arranging the lease.

The following subsidiary has been consolidated in the Financial Statements of the Group:

A fee is payable for the following transactions:

A monthly management fee is payable equal to 0.5% per annum of the Group's Net Asset Value, calculated on a monthly basis. The total

management fees for the period ended 30 June 2022 were $0.632 million (2021: $0.055 million).

In addition to remuneration of the Manager outlined above, the Group paid directors fees during the period of $0.217 million (2021:

$0.170 million), of which $nil was settled in shares (2021: $0.075 million) and the remainder in cash. There was no other compensation of

key management personnel during the period.

The consolidated Financial Statements incorporate the assets, liabilities and results of the subsidiary in accordance with the accounting

policy described in note 2.4.

For each purchase or sale of land, a fee equal to 1.25% of the acquisition or divestment cost of the land and improvements;

and

A performance fee is payable to the Manager when the Group's net asset value ('NAV') per share exceeds the Group's NAV per share in

the immediately preceding financial year. This annual performance fee is calculated as 10% of the increase in NAV per share and is settled

through the issue of ordinary shares based on the NAV per share at that date. NAV per share is adjusted for the impact of capital

reconstructions (such as a rights issue at a premium or discount), with the intention of the calculation being neither prejudicial nor

advantageous to the Company or the Manager. Half of the ordinary shares issued are held in escrow and cannot be sold for 5 years. The

value of the performance fee in the 2022 financial year was $4.115 million (2021: $1.625 million). The shares will be issued to the

Manager subsequent to balance date.

18

32
NEW ZEALAND RURAL LAND COMPANY

32

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

21.1Reconciliation of net profit after tax to adjusted funds from operations (AFFO)

2022 2021

Notes

$'000$'000

Net profit after tax39,68015,115

Adjustments

Unrealised net (gain) in value of investment properties5(35,342) (16,525)

Performance fee payable in shares174,115 1,625

Unrealised net (gain) / loss on derivatives7(1,890) 121

Deferred tax (benefit)8.2(567) (522)

Amortisation of rent free incentives6176 -

Amortisation of lease fee46 1

Funds from operations ('FFO')6,218(185)

FFO per share (cents)5.52(0.23)

Adjustments

Incentives and leasing costs(1,608) (618)

Future maintenance capital expenditure¹(319) -

Adjusted funds from operations ('AFFO')4,291(803)

AFFO per share (cents)3.81(1.02)

21.2Net assets per share and net tangible assets per share

2022 2021

Notes

$'000$'000

Total assets289,015 164,937

(Less): Total liabilities(102,420) (54,683)

Net assets186,595110,254

(Less): Deferred tax asset

7.2

(1,089) (522)

(Less) / Add: Derivative (asset) / liability

12

(1,792) 121

Net tangible assets183,714109,853

Number of shares issued ('000)112,649 78,931

Net assets per share ($)1.6564 1.3968

Net tangible assets per share ($)1.6309 1.3918

The Group presents net assets per share and net tangible assets per share in these financial statements. The Group believes that these

non-GAAP measures provide useful additional information to readers. Net tangibles assets per share is a required disclosure under the

NZX Listing Rules and net assets per share is a measure monitored by management and required for calculating the Manager's

performance fee. The calculation of the Group's net assets per share, net tangible assets per share, and its reconciliation to the

consolidated statement of financial position is presented below:

Funds from operations ('FFO') is a non-GAAP financial measure that shows the Group's underlying and recurring earnings from its

operations and is considered industry best practice for a property fund to enable investors to see the cash generating ability of the

business. This is determined by adjusting statutory net profit (under NZ IFRS) for certain non-cash and other items. FFO has been

determined based on guidelines established by the Property Council of Australia and is intended as a supplementary measure of

operating performance. The Manager uses and considers Adjusted Funds From Operations ('AFFO') as a measure of operating cash flow

generated from the business, after providing for all operating capital requirements including maintenance capital expenditure, tenant

improvement works, incentives and leasing costs.

¹ Represents amounts set aside each financial period for future expected maintenance capital expenditure as considered prudent by the

Manager. These amounts do not qualify for recognition as liabilities on the balance sheet under NZ GAAP.

1

33
NEW ZEALAND RURAL LAND COMPANY

33

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

22Financial instruments

Categories of financial instruments:

As at 30 June 2022

Assets

$'000 $'000 $'000 $'000

Cash and cash equivalents-1,004 -1,004

Trade and other receivables-1,099 -1,099

Loan receivable-18,554 -18,554

Derivative assets1,792 --1,792

1,792 20,657 -22,449

Liabilities

Trade and other payables--908 908

Borrowings--100,768 100,768

--101,676 101,676

As at 30 June 2021

Assets

$'000 $'000 $'000 $'000

Cash and cash equivalents-20,496 -20,496

Trade and other receivables-65 -65

Loan receivable-5,475 -5,475

-26,036 -26,036

Liabilities

Trade and other payables--308 308

Borrowings--54,254 54,254

Derivative liabilities121 --121

121 -54,562 54,683

23Financial risk management

23.1Interest rate risk

Financial

assets/

liabilities at

FVTPL

Financial

assets at

amortised

cost

Financial

liabilities at

amortised

cost

Total

Interest rate risk is the risk that fluctuations in interest rates impact the Group's financial performance, future cash flows or the fair value

of its financial instruments.

The Group's policy is to manage its interest rates using a mix of fixed and variable rate debt. To manage this mix, the Group enters into

interest rate swaps, in which the Group agrees to exchange, at specified intervals, the difference between fixed and variable rates for

interest calculated by reference to an agreed-upon notional principal amount. These swaps are designed to economically hedge

underlying debt obligations.

The Group's exposure to variable interest rate risk and the weighted average interest rate for interest bearing financial assets and

liabilities as at 30 June 2022 was as follows:

The use of financial instruments exposes the Group to interest rate, credit and liquidity risks.

Financial

assets/

liabilities at

FVTPL

Financial

assets at

amortised

cost

Financial

liabilities at

amortised

cost

Total

20

34
NEW ZEALAND RURAL LAND COMPANY

34

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

23.1Interest rate risk (continued)

2022 2021

$'000$'000

Financial assets

Cash at bank1,00420,496

Financial liabilities

Bank borrowings (net of economic impact of interest rate swaps)76,76830,254

Interest rate applicable at balance date

Cash at bank<1%<1%

Bank borrowings (net of economic impact of interest rate swaps)4.00%2.24%

Interest rate

decrease of

2%

Interest rate

increase of 2%

Interest rate

decrease of

0.25%

Interest rate

increase of

0.25%

$'000$'000$'000$'000

Increase / (decrease) in interest expense(1,535)1,535(6)6

23.2Credit risk

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to

incur a financial loss. Financial instruments which are subject to credit risk principally consist of cash, debtors and loans receivable. The

Group’s exposure to credit risk is equal to the carrying value of the financial instruments.

The Group conducts credit assessments of tenants to determine credit worthiness prior to entering into lease agreements. This includes

requiring tenants to have equity at least six times their annual lease obligations or provide other suitable security arrangements. Where

appropriate, the Group will include guarantees and/or security from tenants within lease agreements to support rental payments. In

addition, debtor balances are monitored on an ongoing basis with the result that exposure to bad debts is not significant.

The risk from financial institutions is managed by placing cash and cash equivalents with high credit quality financial institutions only. The

Group has placed its cash and cash equivalents with ASB Bank Limited and Westpac New Zealand Limited, both who are AA- rated

(Standard & Poor's).

The Group intends to further mitigate this risk in the future by expanding into other primary sectors in New Zealand, such as horticulture,

viticulture, sheep and beef.

2022

The following sensitivity analysis represents the change in interest expense if the floating interest rates on bank borrowings (net of

economic impact from interest rate swaps) had been 2% higher or lower, with other variables remaining constant:

2021

21

35
NEW ZEALAND RURAL LAND COMPANY

35

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

23.3Liquidity risk

The following table outlines the Groups' liquidity profile, as at 30 June 2022, based on contractual non-discounted cash flows:

Total0-1 year1-2 years2-5 years>5 years

As at 30 June 2022

$'000$'000$'000$'000$'000

Trade and other payables

923923---

Borrowings ¹

112,6234,02933,43975,155-

Total

113,5464,95233,43975,155-

Total0-1 year1-2 years2-5 years>5 years

As at 30 June 2021

$'000$'000$'000$'000$'000

Trade and other payables

308308---

Derivative liabilities

994188253553-

Borrowings ¹

58,7791,24015,47142,068-

Total

60,0811,73615,72442,621-

¹

23.4Capital risk management

24Earnings per share

2022 2021

Profit after income tax ($'000)39,680 15,115

Weighted average number of shares for the purpose of basic and diluted EPS ('000)93,510 40,315

Basic and diluted earnings per share (cents)42.4337.49

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income

tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of

ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

Basic and diluted earnings per share amounts are calculated by dividing profit after income tax attributable to shareholders by the

weighted average number of shares on issue.

Includes contractual interest payments based on drawn down amounts at 30 June 2022 (2021: nil) and assuming no

repayments of principal prior to expiry date

Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations associated with its financial liabilities that are

settled by delivering cash or another financial asset. Liquidity risk mainly arises from the Group’s obligations in respect of long term

borrowings, derivatives and trade and other payables.

The Group monitors and evaluates liquidity requirements on an ongoing basis and generates sufficient cash flows from its operating

activities to meet its obligations arising from its financial liabilities and has bank facilities available to cover potential shortfalls. The

Group’s approach to managing liquidity risk is to ensure it will always have sufficient liquidity to meet its obligations when they fall due

under both normal and stress conditions.

When managing capital risk, the Manager's objective is to ensure the Group continues as a going concern as well as to maintain optimal

returns to shareholders and benefits for other creditors.

The Group meets its objectives for managing capital through its investment decisions on the acquisition and disposal of assets, dividend

policy, and issuance of new shares. This includes restricting debt to 30% of total assets and debt will generally be sought on interest-only

repayment terms, subject to maintaining the 30% debt limit. The Group will also seek debt with mortgage security over the rural land

acquired to secure the borrowings.

22

36
NEW ZEALAND RURAL LAND COMPANY

36

NEW ZEALAND RURAL LAND COMPANY

Notes to the consolidated financial statements

For the year ended 30 June 2022

New Zealand Rural Land Company Limited and its subsidiary

25Reconciliation of profit after income tax to net cash flows from operating activities

2022 2021

$'000 $'000

Profit and total comprehensive income for the period

39,68015,115

Add/(less) non-cash items:

Change in fair value of derivatives(1,913)121

Change in fair value of investment property(35,342)(16,525)

Performance fee payable in shares4,1151,625

Interest income accrual(1,061)(45)

Deferred tax(567)(522)

Lease incentives - rent free period(1,283)(468)

Directors fees paid in shares-75

Marketing costs paid in shares-125

Interest expense accrual530-

Lease fee amortisation46-

Movements in working capital items:

(Increase) in other current assets(698)(612)

Decrease / (increase) in income tax receivable13(23)

Increase in trade and other payables70308

Increase in income in advance579-

Net cash generated by / (used in) operating activities4,169(826)

26Contingent liabilities and contingent assets

27Capital commitments

28Subsequent events

Subsequent to balance date, the directors have approved an ordinary dividend of 1.6 cents per share to be paid on 9 September 2022.

The Group has no capital commitments as at 30 June 2022 (2021: nil).

There are no contingent liabilities or assets as at 30 June 2022 (2021: nil).

2

37
NEW ZEALAND RURAL LAND COMPANY

37

NEW ZEALAND RURAL LAND COMPANY

PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of New Zealand Rural Land Company Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of New Zealand Rural Land

Company Limited (the Company), including its subsidiary (the Group), present fairly, in all material

respects, the financial position of the Group as at 30 June 2022, its financial performance and its cash

flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

භthe consolidated statement of financial position as at 30 June 2022;

භthe consolidated statement of comprehensive income for the year then ended;

භthe consolidated statement of changes in equity for the year then ended;

භthe consolidated statement of cash flows for the year then ended; and

භthe notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards)issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. This matter was addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on this matter.

38
NEW ZEALAND RURAL LAND COMPANY

38

NEW ZEALAND RURAL LAND COMPANY

PwC

Description of the key audit matterHow our audit addressed the key audit matter

Valuation of investment property

As disclosed in note 5, the portfolio of

investment properties comprising rural land

in the Canterbury, Southland and Otago

regions was valued at $264.9 million as at

30 June 2022.

The valuation of investment properties is

inherently subjective. A small difference in

any one of the key market inputs, when

aggregated, could result in a material

misstatement of the valuation of investment

properties.

The valuations were carried out by an

independent registered valuer selected by

the Group. The valuer performed their work

in accordance with the International

Valuation Standards and the Australia and

New Zealand Valuation and Property

Standards. The valuer used is a well-known

firm, with experience in the market in which

the Group operates.

In determining a property's valuation, the

valuer considers available market evidence,

including recent property sales, and

property specific information, such as

current tenancy agreements and rental

income earned by the asset.

They then apply assumptions in relation to

comparable sales data, land growth rates

and discount rates, based on available

market data and transactions to determine

the overall property valuation.

Due to the unique nature of each property,

the assumptions applied take into

consideration the qualities of the lessee,

individual property characteristics, as well

as the qualities of the property as a whole.

The valuation of investment properties is inherently

subjective given that there are alternative

assumptions and valuation methods that may result

in a range of values.

We obtained sufficient appropriate audit evidence to

demonstrate management’s assessment of the

suitability of the inclusion of the valuation in the

balance sheet and disclosures made in the financial

statements were appropriate.

In assessing the individual valuations, we performed

the procedures outlined below.

We held discussions with management and the

valuers to understand:

භmovements in the Group’s investment property

portfolio

භchanges in the conditions of properties within the

portfolio

භthe impact of climate change and related risks on

the portfolio

භthe processes in place for the valuations.

On a sample basis, and in conjunction with our own

valuation experts, we performed the following

procedures:

භobtained an understanding of the key

assumptions to the valuation and assessed their

appropriateness

භagreed key inputs to the underlying sale and

purchase agreements and lease agreements for

investment properties

භinspected the valuation models used by the

valuers and assessed them for reasonableness

භcritiqued and independently assessed, based on

our experts' valuation knowledge, the work

performed, including the valuation approach,

assumptions and estimates made by the Group's

valuer.

We assessed the valuer's qualifications, expertise

and their objectivity and found no evidence to

suggest that their objectivity was compromised in the

performance of their valuation.

We found no evidence of bias in determining the

values.



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Our audit approach

Overview

Overall group materiality: $926,000, which represents approximately

0.5% of net assets.

We chose net assets as the benchmark because, in our view, the

focus of the Group in its early stages is on net asset growth.

Following our assessment of the risk of material misstatement, a full

scope audit was performed over the consolidated Group balances.

As reported above, we have one key audit matter, being:

භValuation of investment property

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the annual report (but does not include the consolidated financial statements

and our auditor's report thereon). The annual report is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do

not and will not express any form of audit opinion or assurance conclusion thereon.

PwC

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NEW ZEALAND RURAL LAND COMPANY

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NEW ZEALAND RURAL LAND COMPANY

PwC

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered Accountants

25 August 2022

Auckland



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NEW ZEALAND RURAL LAND COMPANY

4

SECTION

Company

Directory

REGISTERED OFFICE

c/o Duncan Cotterill

Level 2, Chartered Accountants

50 Customhouse Quay

Wellington 6011

New Zealand

https://nzrlc.co.nz/

MANAGER

New Zealand Rural Land Management

Level 4, The Blade

12 St Marks Road

Remuera

Auckland 1050

New Zealand

SHARE REGISTRAR

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

https://www.linkmarketservices.co.nz/

AUDITOR

PricewaterhouseCoopers

Level 27, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

https://www.pwc.co.nz/

INVESTOR CONTACTS

Christopher Swasbrook

chris@nzrlc.co.nz

+64 21 928 262

Level 4, The Blade

12 St Marks Road

Remuera

Auckland 1050

New Zealand

Richard Milsom

richard@nzrlm.co.nz

+64 21 274 2476

Level 4, The Blade

12 St Marks Road

Remuera

Auckland 1050

New Zealand

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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