2022 Annual Meeting

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
24 November 2022
Dear Shareholder,
Please find enclosed notice (Notice) of New Zealand Rural Land Company Limited’s (NZL or the Company) annual
meeting (Meeting) which will be held on Thursday 8 December 2022 at Link Market Services’ Offices, Level 30,
PwC Tower, 15 Customs Street West, Auckland 1010, starting at 2:30pm.
Capitalised terms used in this letter will, unless otherwise defined, have the meaning given to them in the
Glossary, contained in the enclosed Notice.
Background
As announced on the NZX on 21 October 2022, NZL, through its wholly owned subsidiary, NZRLC Dairy Holdings
Limited, has entered into an agreement to acquire up to 100% of a forestry estate located in the Manawatū-
Whanganui region in the North Island (Acquisition). The estate is comprised of five individual properties with a
total area of approximately 2,400 hectares (Estate) for a total cost of approximately $63 million. The cost includes
the assets as well as transaction and administrative costs that may fluctuate immaterially. Settlement of the
Acquisition is scheduled to occur on 15 April 2023.
NZL has also entered into a leasing agreement with New Zealand Forest Leasing Limited (NZFL) for the entire
Estate to be leased to NZFL for a period of 20 years.
The Acquisition will be funded using a combination of debt and equity - the equity component of which NZL may
fund using a variety of sources including reallocation of capital within the group and borrowing capacity. There is
an option for NZL’s tenant partner, NZFL to purchase up to approximately 48% of the asset if required.
If shareholders approve the Acquisition, the forestry Estate will be the first forestry land in NZL’s portfolio. A full list
and details of NZL’s current landholdings can be found here: https://www.nzrlc.co.nz/our-landholdings.
Board Recommendation
The Board considers that the Acquisition is in the best interests of NZL and its shareholders and recommends that
shareholders vote in favour of the resolution outlined in this Notice. The Board encourages you to read this Notice
and to exercise your right to vote.
The enclosed proxy form has detailed instructions on how shareholders may lodge their vote or appoint a proxy
to vote on their behalf if they are unable to attend the meeting online.
Shareholders attending the meeting virtually will be given the opportunity to raise questions.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Shareholders may also submit written questions on the bottom of the Proxy Form. The main themes will be
aggregated and responded to at the Meeting. Alternatively, written questions can be sent online at https://
investorcentre.linkmarketservices.co.nz/voting/NZL or by email to meetings@linkmarketservices.com.
I look forward to seeing you at the meeting.
Rob Campbell
Chairman

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
NOTICE OF ANNUAL MEETING
If you have sold or otherwise transferred all of your shares in NZL, please pass this Notice, together with all
accompanying documents, as soon as possible to the purchaser or transferee or to the broker or other person
who arranged the sale or transfer of your shares.
Notice is hereby given that the annual meeting (Meeting) of shareholders of New Zealand Rural Land Company
Limited (NZL or the Company) will be held on Thursday 8 December 2022 at Link Market Services’ Offices, Level
30, PwC Tower, 15 Customs Street West, Auckland 1010, starting at 2:30pm.
AGENDA
A. Chairman’s introduction.
B. Presentation to shareholders.
C. Questions.
D. Resolutions.
BUSINESS
A. Annual Report - To receive and consider NZL’s 2022 Annual Report containing the financial statements
and the auditor’s report for the year ended December 2022.
B. RESOLUTIONS
To consider and, if thought fit, to pass the following ordinary resolutions:
1. Auditor’s Remuneration: that the Board be authorised to fix the fees and expenses of the
Company’s Auditors.
2. Approval of Acquisition: That, under Listing Rule 5.1.1(b), NZL undertaking the Acquisition of the
Estate and all related transactions to give effect to the Acquisition on the basis described in this
Notice, is approved.
PROCEDURAL NOTES
Proxies
Any shareholder of NZL who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote
on their behalf. A corporation which is a shareholder may appoint a representative to attend the Meeting on its
behalf in the same manner as it could appoint a proxy. A proxy does not need to be a shareholder of NZL. A
Proxy Form can be returned by delivery, mail, email, or online (as set out below).

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
The Chairman of the Meeting (Rob Campbell) and any of the Directors are prepared to act as proxy. Where any
Director is appointed as a discretionary proxy and is not prohibited from voting, each of the Directors intends to
vote in favour of all of the Resolutions.
Voting restrictions apply to each of the Directors (and persons associated with them) as detailed below and
shareholders are encouraged to give express voting directions to any Director that they appoint as their proxy.
To appoint a proxy, you should complete and sign the enclosed Proxy Form and either return it by delivery, mail or
email to the share registrar of NZL:
By delivery:
New Zealand Rural Land Company Limited
C/- Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
New Zealand Rural Land Company Limited
C/- Link Market Services Limited
PO Box 91976
Auckland 1142
By email:meetings@linkmarketservices.com (please put the words “NZL Proxy Form” in the
subject line for easy identification).
You may also lodge your proxy online at https://investorcentre.linkgroup.nz/voting/NZL. You will require your CSN/
Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to have signed the
Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received by Link Market Services no later than 48 hours before the Meeting,
being Tuesday 6 December 2022, 2:30pm. Online proxy appointments must also be completed by this time.
Registered shareholders at that time will be the only persons entitled to vote at the Meeting and only the shares
registered in those shareholders’ names at that time may be voted at the Meeting.
Shareholder Questions
Shareholders attending the meeting virtually will be given the opportunity to raise questions.
Shareholders may also submit written questions on the bottom of the Proxy Form. The main themes will be
aggregated and responded to at the Meeting. Alternatively, written questions can be sent online at https://
investorcentre.linkmarketservices.co.nz/voting/NZL or by email to meetings@linkmarketservices.com.
NZL reserves the right not to address questions that, in the Chair’s opinion, are not reasonable in the context of an
annual shareholder meeting, or any written questions that are not received by 2:30pm on Tuesday, 6 December
2022.
Ordinary Resolutions
All resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority of votes
of those shareholders entitled to vote and voting on the resolutions in person or by proxy.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Voting Restrictions
There are no voting restrictions applicable to the Resolution.
NZ RegCo No Objection
This Notice has been reviewed by NZX Regulation Limited (NZ RegCo). NZ RegCo has confirmed it has no
objection to this Notice but takes no responsibility for the contents of this Notice.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
EXPLANATORY NOTES
Resolution 1: Auditor’s Remuneration
Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically reappointed unless
there is a resolution or other reason for the auditor not to be re-appointed. NZL wishes PricewaterhouseCoopers
(PWC) to continue as NZL’s auditor.
Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor are to be fixed in
such a manner as the company determines at the meeting.
This resolution authorises the Board to reappoint PWC as NZL’s auditor and fix the fees and expenses of the
auditor for the current financial year.
Resolution 2: Approval of Acquisition of Estate
Summary
On 21 October 2022, New Zealand Rural Land Company Limited (NZL), through its wholly owned subsidiary,
NZRLC Dairy Holdings Limited, entered into a series of transactions to acquire up to 100% of five individual
properties that make up a forestry estate located the Manawatū-Whanganui region in the North Island
(Acquisition), being the Mangamahu Forest, Mahuri Forest, Paparangi Central Forest, Paparangi Home Block
Forest and Paparangi Northern Block (together, the Estate). The total cost of the Estate amounts to approximately
$63 million subject to final costs, which includes associated transaction costs and administrative costs. The
total value of the Estate itself is $62.2million. Completion is scheduled for 15 April 2023 (Completion). NZL has
nominated its wholly owned subsidiary company, SSP NI Limited (SSP), to purchase the Estate.
NZL has entered into a leasing agreement with New Zealand Forest Leasing Limited (NZFL) for NZFL to lease the
Estate for a term of 20 years (the Lease Agreement).
In addition, SSP and NZL have entered into a subscription agreement with NZFL (Subscription Agreement)
where NZFL may subscribe for up to 18 million ordinary shares in SSP for $1.00 paid per share (Subscription
Amount). The Subscription Amount will be determined by NZL 10 business days before the Completion date. If the
maximum amount of $18 million is the Subscription Amount, NZFL would hold 48.23% of all ordinary shares in SSP
with NZL holding the balance.
Should NZFL acquire any shares in SSP under the Subscription Agreement, NZL has the ability to require NZFL to
sell all or some of the ordinary shares in SSP to NZL at any time. In addition, NZFL has the ability to give notice to
NZL 18 months after the SSP shares have been issued, to require NZL to purchase all or some of the SSP shares
from NZFL. The price payable for the SSP shares will be at market value.
Should NZFL hold any ordinary shares in SSP as a result of the Subscription Agreement, it will have the right to appoint,
remove and replace one director of SSP at any time while it holds the ordinary shares in SSP. If NZFL holds more than 30%
of the ordinary shares in SSP as a result of the Subscription Agreement, it will have the right to appoint, remove and replace
one additional director of SSP at any time while it holds the ordinary shares in SSP. At all times, NZL would have the ability
to appoint, remove and replace two SSP directors at any time.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
SSP, as nominee under the property agreements, must use all of the Subscription Amount received to fund the Acquisition.
In consideration, NZL will pay an underwriting fee equal to 3% of the Subscription Amount to NZFL. Should NZL
unconditionally secure enough funding for the entire purchase price for the Estate without relying on the Subscription
Agreement, the Subscription Agreement will be terminated.
If shareholders approve the Acquisition, the Estate will be the first forestry land in NZL’s portfolio. A full list and details of
NZL’s current landholdings can be found here: https://www.nzrlc.co.nz/our-landholdings.
About the Acquisition
The Estate comprises of five freehold properties: the Mangamahu Forest, the Mahuri Forest, the Paparangi Central Forest, the
Paparangi Home Block Forest and the Paparangi Northern Block. The Estate is currently owned by a consortium of investors
who are selling together as a group to achieve a sale at scale (Vendors).
NZL has entered into five separate but interdependent property agreements for the legal ownership of the land and trees
in each of the respective titles (Property Agreements). Each Property Agreement is drafted under the same terms and
conditions, in a customary form of agreement for sale and purchase of real estate.
Each of the five separate Property Agreements are interdependent of each other and settlement of each Property
Agreement is conditional upon the settlement of each of the other Property Agreements. There are no further outstanding
conditions.
Details of the underlying properties in the Estate to be acquired, are as follows:
PropertyTotal Area
Mahuri Forest790.43ha (including 21.04ha of trees only)
Mangamahu Forest290.56ha (including 19.51ha of trees only)
Paparangi Central Forest428.07ha
Paparangi Home Block Forest390.79ha
Paparangi Northern Block499.81ha (including 35.61ha of trees only)
Total2399.0ha
The Estate includes property of a total area of approximately 2,400ha, comprising of around 2,000ha of forest land,
approximately 70% of which is registered as existing post-1989 forest land in the New Zealand Emissions Trading Scheme
(NZ ETS) and currently aged 26/27 years.
The Board proposes to fund the Acquisition through a mixture of debt through a facility with Rabobank and equity. NZL may
undertake an equity raise, but that will be dependent on market conditions and the ability of NZL to raise capital on terms
and conditions that are fair and reasonable to NZL and all existing shareholders.
If market conditions are unsuitable for raising capital, NZL may fund the Acquisition through the following sources:
• a drawdown from NZL’s debt facility with Rabobank of up to 40% of the purchase price of the Estate, being up to
$24.8 million;
• up to $18 million from the Subscription Agreement; or
• reallocating capital by divesting certain existing dairy assets in the NZL portfolio to fund the remaining $19.4
million.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
NZL currently has a $107 million revolving credit facility with Rabobank. Rabobank has given indicative approval to
increase its lending by $24.8 million at Completion to partly fund the Acquisition. This borrowing may be structured as an
increased facility limit under the current revolving credit facility, or it may be a new facility with Rabobank directly drawn to
SSP. In either case, Rabobank will take a first mortgage over all land acquired under the Acquisition as security and NZL
will guarantee repayment of the borrowing. Interest rates under the Rabobank borrowings are generally floating however
from time-to-time NZL will enter interest rate swaps to fix the interest rate on tranches of the borrowings for specified
periods. NZL anticipates that the borrowings will be subject to its existing key financial covenants:
- Interest coverage ratio must be greater than 2.0 times;
- Loan to valuation ratio must not exceed 40%; and
- Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.
Benefits of the Acquisition
The Board considers the Acquisition to be in the best interests of NZL, as it will:
- Diversify NZL’s rural land portfolio. At present NZL’s portfolio is concentrated in pastoral assets in the South Island
and the Acquisition will broaden the portfolio by geography and asset class into North Island Forestry.
- Enlarge NZL’s rural land portfolio in line with NZL’s acquisition and growth strategy as disclosed in its initial public
offering product disclosure statement (see https://www.nzrlc.co.nz/historical-ipo-documents).
- Result in NZL owning assets that combat climate change through carbon sequestration.
- Introduce a new and experienced partner to NZL as a tenant and potential co-investor.
Due Diligence
Prior to listing, NZL entered into a management agreement with the manager (Management Agreement), New
Zealand Rural Land Management Limited Partnership (Manager). Under this agreement the Manager identifies potential
acquisitions, undertakes due diligence (at the Manager’s cost) and reports to the Board with a recommendation to proceed
or not.
In relation to the Acquisition, the Manager entered a competitive bid process for the Estate. The Manager first undertook or
commissioned legal, operational, environmental, and financial due diligence regarding the Estate and negotiated the terms
of the Lease Agreements which contributed to the calculation of the purchase price.
The Manager has also undertaken due diligence on NZFL as the tenant and has determined that NZFL meets NZL’s tenant
criteria as set out in Acquisitions, Tenant and Leasing Policy (see https://www.nzrlc.co.nz/company-information).
The Manager reported to the Board in accordance with the Management Agreement which took into consideration the
Lease Agreement terms and the third-party valuations and reports from the Manager’s due diligence on the Estate and the
tenant. Upon consideration of the Manager’s report, the NZL Board approved the Manager’s submission of its bid at the
level of the purchase price of $62.2million for the Estate, which was accepted by the Vendors.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
The Manager’s report and associated valuations are confidential, commercially sensitive and will not be released to the
public. The Estate will be valued by NZL for financial reporting purposes following Completion and that valuation will be
the basis on which the Board establishes a carrying value for the Estate on its balance sheet. Accordingly the valuation
obtained is not considered relevant or material for shareholders given it will not contribute to the determination of the
Estate’s carrying value.
NZFL has significant experience in the forestry industry. Established in 2010, NZFL owns more than 60,000ha of forests
and leases a further 43,000ha. NZFL is one of the 10 largest freehold landowners in New Zealand.
NZFL is committed to best practice land management and stewardship. It has built an internal resource covering forest
management, NZ ETS management, legal and finance. NZFL actively manages all of its forests, with an “every-tree counts”
active forest management approach.
NZFL intensively manages for pests and predators to ensure hight quality forests, working with local councils on predator
control programs with 880 traps deployed and monitored, and eliminating approximately 2,500 pests every month
(predominantly goats). This also benefits neighbouring properties with high yields whether grassland or forest.
The Lease Agreement
NZL has entered into a Lease Agreement with NZFL to lease the Estate for a term of 20 years (Term), with the date of the
lease commencing at Completion. The initial annual rental under the Lease Agreement will be approximately $4.9m per
annum which will then be subject to standard market rent review and CPI adjustments through the term of the lease. There
are no obligations on NZL as a landlord at the end of the Term.
NZFL or its nominee will manage the forest and, if desired, be the NZ ETS participant for the Term. At the end of the term,
NZFL would transfer the NZ ETS participation to NZL.
If NZFL is the NZ ETS participant during the Term, NZFL or its nominee would be the recipient of any carbon credits
awarded in relation to the NZ ETS registered hectares comprised under the Property Agreements, including any awarded
as a result of the final emissions return on the NZ ETS transfer of participation to NZL at the end of the Term. Neither NZL nor
NZFL may harvest any of the NZ ETS registered tree crop during the Term of the Lease Agreement.
NZFL as the lessee will be responsible for paying all costs and expenses associated with:
- Complying and meeting all the monitoring, reporting and compliance obligations under the NZ ETS in respect of
the registered hectares during the Term; and,
- Maintaining the forest.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Effect of the Resolution
Effect of Resolution passing
If the Resolution is passed:
• NZL will have the flexibility to purchase up to 100% of the Estate with a lease agreement with NZFL for a 20-year
term.
• NZL will have long term recurring revenue under the Lease Agreement, the initial year payment being
approximately $4.9m per annum.
• NZL will start to diversify its portfolio.
Effect of Resolution not passing
The effect of the Resolution not passing is that NZL will be unable to acquire 100% of the Estate and, most probably by
calling for investment under the Subscription Agreement, would have to limit the gross value of the assets NZL acquires
under the Acquisition to approximately $61.5 million. Accordingly, the Resolution not passing will not prevent NZL from
undertaking the Acquisition but will determine whether NZL could hold 100% of SSP or whether SSP will have a minority
shareholder.
Risks
As with any transaction and any business, there are risks to the Acquisition.
Under each of the following headings, the applicable risks are laid out in what NZL considers to be the order of significance
based on an assessment of the likelihood of the circumstance occurring balanced against the severity of the impact, with the
most significant risks appearing first.
There is, however, no guarantee that the significance of different risks will not change, or other risks will not emerge.
Although NZL may implement risk mitigation strategies to reduce the potential impact of some of the risks outlined below,
any such strategies may not remove the risks altogether and may only reduce the impact of a risk if it materialised.
Land value risk:
There is risk that the value of the Estate’s future value is less than the purchase price, which would cause a write down in the
value of the Estate in NZL’s accounts. This could adversely affect NZL’s compliance with its backing covenants. While NZL
has completed due diligence on the Estate with this risk in the forefront, the market value of rural land is influenced by the
profitability of the agricultural operations being undertaken on that land over time. It is also influenced by external factors
that are outside of NZL’s control such as:
- interest rates and availability of debt funding;
- returns from alternative investments (which results in capital exiting the sector if they are more attractive);
- extreme weather;
- demand for the type of agricultural land; and,
- the health of the New Zealand economy and region where the land is held.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Tenant financial risk:
NZL’s income will be rental payments received from NZFL as the lessee of the Estate. NZFL may be exposed to the financial
risks associated with operations on the land (for example, carbon price fluctuations, increases in operating costs, extreme
weather conditions and tree health in the forests). If NZFL does not manage those risks or lacks the financial capacity
to absorb those risks, NZFL may default on lease payments to NZL, which would mean that NZL would incur losses of
contracted revenue and would require termination of the lease and seeking alternative tenants.
Tenant operational risk:
Operational practices of tenants on the forestry land could damage the land and trees and decrease its value, which
would cause a write down in the value of the Estate in NZL’s accounts. This could adversely affect NZL’s compliance with its
backing covenants. For example, poor environmental or unsustainable tree and land maintenance practices could damage
production and health of the trees and soil in the longer term.
Requirements for Resolution
NZX Listing Rule 5.1.1(b) – Gross value of transaction above 50% of AMC
NZX Listing Rule (Rule) 5.1.1(b) provides that, except with prior approval by an ordinary resolution, NZL, or any of its
subsidiaries, may not enter into any transaction or series of transactions to acquire, sell, exchange, or otherwise dispose of
assets of NZL which involves a gross value above 50% of the Average Market Capitalisation (AMC) of NZL.
The Acquisition constitutes a ‘transaction’ for the purposes of Rule 5.1.1(b) as NZL may wish to acquire 100% of the Estate,
for the gross value of $62.2 million. As at the date of entry into the Acquisition, NZL’s AMC was approximately $123
million, therefore, the Acquisition represents approximately 50.57% of NZL’s AMC.
The Acquisition is not a “major transaction” for the purposes of section 129 of the Companies Act 1993 as the market value
of NZL’s gross assets is approximately $289 million (as at 30 June 2022) of which the Acquisition value represents 21.5%,
being considerably below the 50% major transaction threshold.
The Acquisition is not a related party transaction for the purposes of Rule 5.2.1.

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LODGE YOUR PROXY

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

Scan this QR code with your smartphone and vote online

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


PROXY FORM/ADMISSION CARD FOR NEW ZEALAND RURAL LAND COMPANY LIMITED ANNUAL MEETING
New Zealand Rural Land Company Limited’s Annual Shareholders Meeting will be held at Link Market Services’ Offices, Level 30, PwC
Tower, 15 Customs Street West, Auckland 1010 on Thursday, 8 December 2022 commencing at 2:30pm (NZT)

If you are not attending the Meeting, but wish to be represented by proxy, please complete and return this form (in accordance with the
lodgement instructions above) to NZL’s share registry, Link Market Services, by no later than Tuesday, 6 December 2022 at 2:30pm.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/NZL or by scanning the QR code above with your smartphone.
Appointment of proxy
A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and
vote instead of him/her and that proxy or representative need not also be a shareholder.

The Chair of the meeting (Mr. Rob Campbell) and any of the other directors are willing to act as proxy for any shareholder who wishes to
appoint them for that purpose. Where the Chair or a director is appointed as a discretionary proxy, they intend to vote in favour of the
Resolution, provided they are not excluded from voting on that resolution. If you do not name a person as your proxy but have indicated on this
form how you wish to vote, the Chair of the Meeting will vote in accordance with your express instructions.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution
OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more
resolutions and give the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution,
your proxy will decide how to vote that resolution. If you return this form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting.

Voting Restrictions
There are no voting restrictions.

Attending the meeting
If you are entitled to vote and wish to do so in person, you should attend the meeting and bring this form with you to the meeting.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint
a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney, duly authorised in writing.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry)
and a signed certificate of non-revocation of the POA must be produced to the company with this form.
Company

15794078_1
This Proxy Form must be signed by a Director or a duly authorised officer acting under the express or implied authority of the shareholder, or
an attorney duly authorised by the shareholder.


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

hereby appoint ______________________________________________at ____________________________________________________
(Full Name) (Address)


Or failing that person __________________________________________at ____________________________________________________
(Full Name) (Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of New Zealand Rural Land Company Limited to be held on
Thursday, 8 December 2022 at 2:30pm and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For the resolution you must tick one box.
Voting Instructions
This form is to be used to vote on the following ordinary resolutions:

Tick (✓) in box to vote
Resolution
For Against Abstain Discretion
1. That the Board be authorised to fix the fees and expenses of the
Company’s Auditors.

   
2. That, under Listing Rule 5.1.1(b), NZL undertaking the Acquisition of the
Estate and all related transactions to give effect to the Acquisition on the
basis described in this Notice is approved.

   

And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, will have the opportunity to ask questions during the Meeting. If you cannot attend
the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/NZL and completing the online validation process or by completing the
question section below and returning it to Link Market Services. Shareholder questions will need to be submitted by Tuesday, 6
December 2022 at 2:30pm.
Questions:





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

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name __________________________________________Contact Daytime Telephone _____________________ Date ____________

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