New Zealand Rural Land Company Limited/Announcement

NZL – Accelerated Offer

Capital Raise28 February 2023NZLReal Estate

View on NZX PDF 1 PDF 2 PDF 3 PDF 4 PDF 5

16221123_1

1 March 2023

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington
New Zealand
Notice Pursuant to Clause 20(1)(A) of Schedule 8 to the Financial Markets Conduct Regulations
2014

New Zealand Rural Land Company Limited (NZX:NZL) has announced that it will undertake a pro rata
1 for 3 accelerated renounceable entitlement offer of fully paid ordinary shares of the same class as
already quoted on the NZX Main Board (Shares) to raise approximately $38.5 million. In addition, 1
warrant (Warrant) will be issued for every 3 Shares allotted under the entitlement offer. A Warrant
may be exercised in the future to receive a Share of the same class as already quoted on the NZX
Main Board (together, the Offer).

Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (the
Regulations), and the Financial Markets Conduct Act 2013 (FMCA), NZL advises that:

1 NZL is making the Offer to investors in reliance upon the exclusion in clauses 19(1) and
19(1A) of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule
8 to the Regulations.
2 As at the date of this notice:
a) NZL is in compliance with the continuous disclosure obligations that apply to it in
relation to its quoted ordinary shares;
b) NZL is in compliance with its “financial reporting obligations” (as defined in clause 20(5)
of Schedule 8 of the Regulations); and
c) there is no information that is “excluded information” (as defined in clause 20(5) of
Schedule 8 of the Regulations).
3 The Offer is not expected to have any material effect or consequence on the control of NZL.
For and on behalf of the Board,

Christopher Swasbrook
Director
New Zealand Rural Land Company Limited

For further information, please contact info@nzrlc.co.nz

---

Template
Corporate Action Notice
(Other than for a Distribution)
Updated November 2022

Page of
16195066_3

Section 1: Issuer information (mandatory)
Name of issuer New Zealand Rural Land Company Limited
Class of Financial Product Ordinary Shares
NZX ticker code
NZL
ISIN (If unknown, check on NZX
website)
NZNZLE0001S2
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
X
Capital
reconstruction
non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue X
Record date 03/03/2023 (applicable to Renounceable Rights
Issue only)
Ex Date (one business day before the
Record Date)
02/03/2023 (applicable to Renounceable Rights
Issue only)
Currency NZD
Section 2: Rights issue or Accelerated Offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
If Accelerated Offer, structure AREO structure, comprising:
(a) a pro-rata accelerated institutional entitlement
offer of new ordinary shares (New Shares) to
eligible institutional shareholders
(Institutional Offer); and
(b) a pro-rata retail entitlement offer of New
Shares to eligible retail shareholders (Retail
Offer).
Number of Rights to be issued for
renounceable/non renounceable rights
offer, OR number of entitlements
available for security holders if
Accelerated Offer
38,533,857 subject to rounding

of
16195066_3
Maximum number of Financial Products
to be issued if offer is fully subscribed
38,533,857 subject to rounding
ISIN of Rights security (if applicable) N/A
Oversubscription facility Y
Entitlement ratio (for example 1 for 3) New 1 Existing 3
Treatment of fractions** Rounded down
Subscription price
(per Financial Product)
$ 1.00
Letters of entitlement mailed 06/03/2023
Offer open 01/03/2023 Institutional Offer
06/03/2023 Retail Offer
Offer close 02/03/2023 Institutional Offer
15/03/2023 Retail Offer
Quotation date
1
(if Rights will be
quoted)
N/A
Allotment date Market open on:
08/03/2023 Institutional Offer
22/03/2023 Retail Offer
Section 3: Bonus issue
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
12,844,619 subject to rounding
ISIN of security to be issued (if different
from Ordinary Shares)
NZNZLE0004S6
Minimum entitlement Every subscriber for New Shares under the AREO
will receive one Warrant for every 3 New Shares
subscribed for. The Warrants are described below
and entitle a holder, upon payment of the Exercise
Price to receive 1 new ordinary share in NZL.
Entitlement ratio (for example 1 for 2) New 1 New Shares
subscribed
for under the
AREO
3
Treatment of fractions
**
Rounded Down
Allotment date 08/03/2023 Institutional Offer
22/03/2023 Retail Offer
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
Maximum 12,844,619 subject to rounding

1
The Quotation date for Rights will usually be the Ex Date (Listing Rule 4.17.6(b)).

of
16195066_3
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
N/A
If the Financial Products are
Convertible: Expected Exercise Price
for the convertible
$1.20
If the Financial Products being issued
are Convertible: Expected Exercise
Date of the Convertible
30/11/2025
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Chris Swasbrook
Contact person for this announcement Chris Swasbrook
Contact phone number 021 928 262
Contact email address chris@nzrlc.co.nz
Date of release through MAP 01/03/2023

* Please do not delete individual rows. Full sections can be deleted if the section relates to a different type of
corporate action
** Please note that in NZX’s systems, standard rounding indicates 0.5 and above round up, below 0.5 round down.
Please contact NZX if you are intending to treat fractions differently.

---

1
NEW ZEALAND RURAL LAND COMPANY
www.nzrlc.co.nz
listed on:
Rural Land Co
New Zealand
The Rural Land Investors
1 March 2023
EQUITY RAISING PRESENTATION

2
NEW ZEALAND RURAL LAND COMPANY
IMPORTANT NOTICES AND DISCLAIMER
This presentation has been prepared by New Zealand Rural Land Company Limited (NZL) in relation to the accelerated renounceable entitlement offer (the Offer) of new shares in NZL (New Shares) and warrants (Warrants) to be made to:
• eligible institutional shareholders of NZL with registered addresses in New Zealand and selected other jurisdictions as at the Record Date;
• eligible retail shareholders of NZL with registered addresses in New Zealand and selected other jurisdictions as at the Record Date; and
• in respect of any shortfall, retail investors in New Zealand and institutional investors in New Zealand and selected other jurisdictions,
in reliance on clause 19(1) and 19(1A) of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
Capitalised terms used in this Presentation have the specific meaning given to them in the Offer Document released in respect of the Offer, except where otherwise specified in this Presentation.
Information
The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all of the information which a prospective investor may require in evaluating a possible investment in NZL or that would be required in a
product disclosure statement. NZL is subject to disclosure obligations under the NZX Listing Rules that require it to notify certain material information to NZX Limited (NZX). This presentation should be read in conjunction with NZL’s other periodic and
continuous disclosure announcements released to NZX. No information set out in this Presentation will form the basis of any contract.
NZX
The New Shares will be quoted on the NZX Main Board following completion of allotment procedures. However, NZX accepts no responsibility for any statement in this document.
Application has been made to NZX for the quotation of the Warrants on the NZX Main Board and all the requirements of NZX relating to the quotation that can be complied with on or before the date of this document have been complied with. However,
the Warrants have not yet been approved for trading and NZX accepts no responsibility for any statement in this document.
If approved for trading, initial quotation of the Warrants on the NZX Main Board is expected to occur on 23 March 2023 under the ticker code “NZLWA”.
NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.
No Financial Product Advice
This presentation does not constitute legal, financial, tax, financial product or investment advice or a recommendation to acquire NZL securities and has been prepared without taking into account the objectives, financial situation or needs of individuals.
Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult an NZX Firm or solicitor, accountant or other professional
advisor if necessary.
Investment Risk
An investment in securities in NZL is subject to investment and other known and unknown risks, some of which are beyond the control of NZL. Neither NZL or any other person associated with the offer guarantees any particular rate of return or the
performance of NZL
Not a Regulated Offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or any other law (and will not be lodged with the Registrar of Financial Service Providers). This presentation is for information
purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. The distribution of this presentation outside New Zealand may be restricted by law. Any recipient of this presentation who is outside New
Zealand may be restricted by law and such recipient must seek advice on and observe any such restrictions. Refer to the section “International Offer Restrictions” of this presentation for information on restrictions and eligibility criteria to participate in the
Offer.
Disclaimer
None of NZL or their related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or advisors, as the case may be (Specified Persons), have independently verified or will verify
any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this presentation. To the maximum extent permitted by law, each Specified Person
disclaims and excludes all liability whatsoever for any loss, damage or other consequence (whether foreseeable or not) suffered by any person from the use of the content of this presentation, from refraining from acting because of anything contained in
or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and whether arising under statute, in contact or equity or from any other cause). No Specified Person makes
any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport to hold any Specified
Person liable in any respect for this presentation and content of this presentation and waive any rights you may otherwise have in this respect.
Determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal regimes and the discretion of NZL.

3
NEW ZEALAND RURAL LAND COMPANY
IMPORTANT NOTICES AND DISCLAIMER
(
CONTINUED
)
Past Performance
Past performance information provided in this presentation may not be a reliable indication of future performance. No guarantee of future returns is implied or given.
Forward Looking Statements
This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations and business of NZL. Forward-looking statements can generally be identified by the use of words such as ‘project’, ‘foresee’,
‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. This also includes statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds, statements about the plans, objectives
and strategies of the management of NZL, statements about the industry and the markets in which NZL operates and statements about the future performance of NZL’s business. Any indications of, or guidance or outlook on, future earnings or financial
position or performance and future distributions are also forward-looking statements. All such forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside
the control of NZL, which may cause the actual results or performance of NZL to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of
the date of this presentation.
Except as required by law or regulation (including the NZX Listing Rules), NZL undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the
information contained herein. Any estimates or projections as to events that may occur (including projections of revenue, expense, net income and performance) are based upon the best judgement of NZL from the information available as of the date
of this presentation. A number of factors could cause actual results or performance to vary materially from the projections, including the risk factors set out in this presentation. Investors should consider the forward-looking statements in this presentation in
light of those risks and disclosures.
Investors are strongly cautioned not to place undue reliance on forward-looking statements. NZL does not guarantee NZL’s performance or any return on the New Shares, Warrants or any of NZL’s securities.
For the purposes of this Important Notice, “Presentation” shall mean the slides, any oral presentation of the slides by NZL, any question and answer session that follows that oral presentation, hard copies of this document and any materials distributed at,
or in connection with, that presentation.
The information and opinions contained in this Presentation are provided as at the date of this Presentation and are subject to change without notice. NZL reserves the right to withdraw, or vary the timetable for, the Offer, without notice
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that:
1. you have read and agree to comply with the contents of this Important Notice;
2. you are permitted under applicable laws and regulations to receive the information contained in this Presentation;
3. you will base any investment decision solely on information released by NZL via NZX (including the Offer Document); and
4. you agree that this Presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or part, for any purpose.

4
NEW ZEALAND RURAL LAND COMPANY
Introduction
INTRODUCTION
As announced on 21 October 2022, NZL has entered into an
unconditional agreement to acquire a forestry estate in the Manawatū-
Whanganui region of the North Island. The estate is comprised of five
individual properties with a total area of approximately 2,383 hectares.
The settlement date is 15 April 2023 with the entire estate to be leased
to New Zealand Forest Leasing for a period of 20 years.
New Zealand has some of the best growing conditions for Pinus radiata
(Pine trees) in the world. New Zealand also has the lowest cost and
lowest carbon footprint production of major classes of protein and other
food in the world, with NZL providing the only pure-play NZX listed
exposure to the underlying productive land.
Post forest acquisition, NZL will own 14,093¹ hectares of rural land with a
12.1 year¹ weighted average lease term (by value), with 100% occupancy
across eight tenants. This transaction increases forecast FY24 earnings
and dividends per share by +17.4%, increases NZL’s WALT by +34.4% and
adds materially to the scale and diversity of NZL’s asset and tenant base.
NZL considers this acquisition further expands its offer to investors by
growing its lease income and broadening its investment exposure to
high quality New Zealand rural land.
NZL’s strategy remains to acquire and hold for the long-term, quality
rural land in New Zealand, provide growing and stable lease income
coupled with attractive risk-adjusted long-term capital growth from
the underlying land holdings.
$1.652
NAV per share as at 31 December 2022
9.0 years
Weighted average lease term (by value)
11,710
Hectares of rural land owned
4.0cps - 4.5cps
Forecast FY24
*
Dividend
4.0% - 4.5%
Forecast FY24
*
After Tax Dividend Yield
**
1
Following the forestry acquisition.
*Period ending 31 December 2024
**Based on an issue price of $1.00.
$1.497
¹
NAV per share post-acquisition
12.1 years
¹
Weighted average lease term (by value)
14,093
¹
Hectares of rural land owned
5.0cps - 5.5cps
¹
Forecast FY24
*
Dividend
5.0% - 5.5%
¹
Forecast FY24
*
After Tax Dividend Yield
**
Before AcquisitionAfter Acquisition

5
NEW ZEALAND RURAL LAND COMPANY
Acquisition Funding Mechanism - 1:3 Pro-Rata Rights Issue
CAPITAL RAISING
After considering several acquisition funding options (detailed further on page 21), the most earnings and dividend accretive option
is to purchase 100% of the forest funded by a 1:3 pro-rata rights issue (detailed further on page 6).
NZL has received indications of interest from a recent European Roadshow in Germany, Luxembourg and Switzerland which
provides the Board of NZL with confidence that should shareholders not wish to take up their rights in NZL that the Company can
access capital, expand its asset base as planned and further broaden its share register.
NZL also points to its past acquisition history and subsequent revaluations that have occurred as a result of the lease structures
that NZRLM has implemented on behalf of the company.
NZL encourages shareholders to take up their rights, NZL considers the future opportunities and the portfolio assets are of high
quality. They provide the opportunity for attractive risk adjusted returns with a strong long-term income and diversity profile.

6
NEW ZEALAND RURAL LAND COMPANY
$1.50
$1.00
$-
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
$1.60
NAV/shIssue Price
Pro-Rata Rights Issue Summary
ACQUISITION RATIONALE
-33.2%
Forecast Offer Price Discount to NAV/sh
*
Forecast FY24 Dividend Yield and Dividend/sh
*
*Assumes 154,135,427 shares on issue post rights offer, and acquisition of 100% of the forestry estate.
**Assumes 28% tax rate.
***Application has been made to NZX for the quotation of the warrants on the NZX Main Board and all the requirements of NZX relating to the quotation that can be complied with at the date of this presentation have
been complied with. The warrants have not yet been approved for trading.
1:3
Pro-rata rights issue
$1.00
Issue price
$38.5m
Amount to raise
-5.7%
Discount to 27 February
2023 closing price
-33.2%
Discount to
post issue NAV/sh
1
Warrant for every
3 new shares
subscribed for in
rights issue
$1.20
Warrant exercise price
>2 years
Warrants expire
30 November 2025
NZLWA
Warrants quoted on
NZX
***
5.0%
7.0%
5.0 cps
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
Dividend Yield (post-tax)**Dividend Yield (pre-tax)FY24 Dividend/sh

7
NEW ZEALAND RURAL LAND COMPANY
Acquisition Rationale, Highlights and Impact
ACQUISITION RATIONALE
+14.3%
Increase in the
diversity of NZL’s
tenant base.
*WALT is weighted by lease value
**As % of lease value
+17.4%
Increase in FY24
AFFO and dividend
yield per share
+34.4%
*
Increase in WALT
High quality asset with
attractive purchase and
lease metrics
+29%
**
of leases (by value)
expiring in 2043.
Adds materially to the
scale and diversity of
NZL’s portfolio

8
NEW ZEALAND RURAL LAND COMPANY
Equity Raise Details
EQUITY RAISE DETAILS
Acquisitions
• On 21 October 2022, NZL announced the acquisition of a high quality forestry estate. This acquisition will add to and improve NZL’s portfolio with an attractive lease and
acquisition metrics alongside further tenant, asset class, and lease renewal profile diversification and portfolio scale.
• The purpose of the Equity Raising is to provide capital for the acquisition of:
• 2,383 hectare forestry estate located in Manawatu-Whanganui, NZ
• Total Acquisition cost of $63.7m (subject to final costs).
Structure
• The acquisition and associated costs for the Equity Raising to be funded via:
• 1 for 3 pro-rata rights offer (“Equity Raising”) to raise up to approximately $38.5m;
• Institutional offer will be accelerated, opening on Wednesday, 1 March 2023 and closing on Thursday, 2 March 2023;
• Retail offer opens from 6 March 2023, closing 5:00pm (NZ time), Wednesday, 15 March 2023; and,
• $25.2m from additional debt, with total facility limits expected to increase from $105.0m to approximately $131.0m. If the Equity Raising is not fully subscribed NZL
may call on further debt up to its 40% LVR bank covenant.
• 1 warrant will also be offered for every 3 new shares subscribed for in the equity raising. The terms of the warrant are as follows:
• Type - American
• Expiry - 30 November 2025
• Exercise Price - $1.20 per warrant
• Expected to be quoted on the NZX Main Board - NZLWA (expected quotation from Tuesday, 23 March 2023)
• The Equity Raising is structured to be as fair as possible for all existing shareholders. All shareholders (unless restricted due to foreign laws) who hold shares as at 5:00pm
(NZ time), Friday, 3 March 2023 will be able to participate.
Offer Price
• The Offer Price for the new shares is $1.00 per share, which represents:
• 5.7% discount to the last close on Friday, 27 February 2023 of $1.06;
• 4.3% discount to the Theoretical Ex-Rights Price
1
of $1.05; and
• -39.5% discount to the NAV per share (as at 31 December 2022).
Financial
Highlights
and Impact
• Forecast FY24 AFFO accretion per share of +17.4%.
• Expected Gearing of 36.3% post acquisition and completion of the Equity Raising (assumes a fully subscribed Equity Raising).
• The acquisition adds a new tenant, property and lease review profile to NZL’s income.
• Increases WALT from 9.0 years to 12.1 years (+34.4%).
Ranking
• New shares will rank equally with existing NZL shares on issue at the date of issue of the new shares.
• The new shares under both the institutional and retail offers will be entitled to any future distributions declared by NZL after the relevant allotment date.
Director/
Manager
Participation
• All Directors of NZL intend to participate in the Equity Raising.
1
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which NZL shares should trade at immediately after the ex-date of the offer. The TERP is a theoretical calcuation only and the actual price at which NZL
shares trade immediately after the ex-date for the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to NZL’s closing price of $1.06 on Friday, 27 February 2023.

9
NEW ZEALAND RURAL LAND COMPANY
Use of Funds and Balance Sheet Impact
USE OF FUNDS
Source of Funds ($m)
Equity Raising$38.5m
1
Debt Financing$25.2m*
Total$63.7m
31 December 2022Pro forma
1,2
Change (%)
Total Assets$298.8m$361.8m+21.1%
Net Assets$190.9m$230.7m+20.8%
Forecast FY24 AFFO cents /sh4.485.26+17.4%
NAV per share$1.652$1.497-9.4%
Gearing

or expected gearing
3
36.2%36.3%+0.1%
Use of Funds ($m)
Acquisition$62.2m
Transaction costs$1.5m*
Total$63.7m
*
Anticipated but subject to amount of capital raised.
1
Assumes offer fully subscribed.
2
Excludes impact of any revaluation gains.
3
Gearing is calculated as: bank debt / total tangible assets.

10
NEW ZEALAND RURAL LAND COMPANY
Use of Funds and Balance Sheet Impact
BALANCE SHEET IMPACT
NZ$m31-Dec-22
Audited
Acquisition &
Equity Raising
Pro Forma
1
Cash and Cash Equivalents1.9-1.9
Adjusted property
investments
267.463.0330.3
Other assets29.5-29.5
Total Assets298.863.0361.8
Interest bearing liabilities107.025.2130.3
2
Other liabilities0.9-0.9
Total Liabilities107.925.2131.2
Shares on issue (m)115.6
3
38.5154.1
Adjusted NAV per share ($)1.652-1.497
Gearing or expected gearing
4
36.2%-36.3%
1
Illustrative example only and not a forecast. Post impact of acquisition and fully subscribed Equity Raising.
2
NZL's existing debt reduced from 107m to 105m in January 2023.
3
Reflects shares on issue as at Monday, 27 February 2023.
4
Gearing is calculated as: bank debt / total tangible assets.
Adjusted Net Assets19 0 . 93 7. 8230.7
2
36.3%
Expected Gearing
4
Post
Acquisition
+0.1%
$361.8m
Total Assets Post Acquisition
+21.1%
$230.7m
Net Assets Post Acquisition
+20.8%

11
NEW ZEALAND RURAL LAND COMPANY
Equity Raise Timetable
EQUITY RAISE TIMETABLES
These dates are subject to change and are indicative only. NZL reserves the right to alter the key dates, subject to applicable laws and the NZX Listing Rules.
NZL reserves the right to withdraw the Offer at any time prior to the issue of the shares under the Offer at its absolute discretion.
Institutional OfferAll Times are New Zealand Time
NZL enters trading halt, announcement of Equity Raising and cleansing notice released to NZXWednesday, 1 March 2023
Institutional Entitlement Offer opens10:00am, Wednesday, 1 March 2023
Institutional Entitlement Offer closes5:00pm, Thursday, 2 March 2023
Announce results of Institutional Offer, Trading halt lifted8:30am, Monday, 6 March 2023
Settlement Institutional Offer, allotment of new shares under the Institutional Offer and trading commences on the NZXWednesday, 8 March 2023
Retail Offer
Record date5:00pm, Friday, 3 March 2023
Retail Entitlement Offer opens10:00am, Monday, 6 March 2023
Retail Entitlement Offer closes5:00pm, Wednesday, 15 March 2023
Settlement Retail Offer, allotment of new shares under the Retail Offer and trading commences on the NZXWednesday, 22 March 2023
Warrants
Expected quotation and commencement of trading of Warrants on NZX Main BoardThursday, 23 March 2023
Last trading date of WarrantsWednesday, 26 November 2025
Expiry Date of WarrantsSunday, 30 November 2025

12
NEW ZEALAND RURAL LAND COMPANY
SECTION 2
PRO
-
FORMA PORTFOLIO AND LEASE PROFILES
(
POST ACQUISITION
)

13
NEW ZEALAND RURAL LAND COMPANY
NZL: Pro-Forma Portfolio
1
WALT is weighted by lease value.
2
One of our tenants leases farms in both Canterbury and North Otago.
PRO
-
FORMA PORTFOLIO
RegionOtagoCanterburySouthlandManawatu-WhanganuiTotal
Land Area (ha)
3,9916,3331,3862,38314,093
Rural Asset Class
Pastoral FarmsPastoral FarmsPastoral FarmsForestry
Pastoral Farms and
Forestry
Current Use
DairyDairyDairyForestryDairy and Forestry
WALT (years)
1
8.69.39.22012.1
# Tenants
23318
2
Occupancy
100%100%100%100%100%

14
NEW ZEALAND RURAL LAND COMPANY
NZL: Pro Forma Tenant Concentration and Lease Profiles
LEASE PROFILES
Current Tenant Concentration as % of Lease Value
Tenant Concentration
NZL’s tenant concentration is detailed in the chart above.
NZL expects tenant concentration to reduce as it continues to further
expand its asset and tenant base.
Lease Profiles
Following the proposed Acquisitions NZL’s WALT (Weighted Average
Lease Term) will be 12.1 years up from 9.0 years currently (+34.4%).
NZL’s pastoral farm leases generally have 3, 6, and 9 year CPI
increases with rights of renewal in years 10 and 11 (tenancy
dependent). The forestry lease has annual CPI-linked increases.
10%
31%
11%
4%
31%
9%
4%
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7
Pro Forma Lease Expiry Profile by Value
Pro Forma Tenant Concentration as % of Lease Value
0.0
2.0
4.0
6.0
8.0
10.0
12.0
FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33
$m
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7
7%
22%
8%
3%
22%
6%
3%
29%
Tenancy 1
Tenancy 2
Tenancy 3
Tenancy 4
Tenancy 5
Tenancy 6
Tenancy 7
Tenancy 8
0.0
2.0
4.0
6.0
8.0
10.0
12.0
FY23FY25FY27FY29FY31FY33FY35FY37FY39FY41FY43
$m
Tenancy 1Tenancy 2Tenancy 3Tenancy 4
Tenancy 5Tenancy 6Tenancy 7Tenancy 8
Current Lease Expiry Profile by Value
+34.4%
Increase in WALT
+29%
of leases (by value)
expiring in FY43
diversifying NZL's
lease expiry profile
+29%
of leases (by value)
have annual rental
adjustments

15
NEW ZEALAND RURAL LAND COMPANY
SECTION 3
TIMBER AND CARBON MARKET OUTLOOK

16
NEW ZEALAND RURAL LAND COMPANY
NZL: Timber and Carbon Market Outlook
MARKET OUTLOOK
The outlook for timber and forestry investments in New Zealand remains positive, this is largely attributed to:
1. Favorable Growing Conditions: New Zealand's climate and soil conditions are well-suited for growing trees, particularly radiata pine,
which is the dominant species planted. The country's temperate climate, abundant rainfall, and fertile soils provide ideal conditions for
fast-growing, high-quality trees that can be harvested for timber.
2. High Demand for Timber: There is strong domestic and international demand for New Zealand timber products, particularly from the
growing construction sector. The demand is expected to increase over the next few decades due to the global trend of using wood as a
sustainable and renewable building material.
3. Stable Political Environment: New Zealand has a stable and predictable political and legal environment, which provides a favorable
investment climate for forestry. The government has also been supportive of the forestry industry, particularly through initiatives such as
the Emissions Trading Scheme (ETS).
4. Diversification: Investing in forestry can provide diversification benefits to an investor's portfolio, as it is not typically correlated with other
asset classes. It can also be a long-term investment, providing a stable source of income over the life cycle of the forest.
5. Environmental Benefits: Forests also provide a range of environmental benefits, including carbon sequestration, soil conservation, and
biodiversity protection. Investing in forestry can, therefore, provide social and environmental benefits in addition to financial returns.
New Zealand timber market outlook is positive with the use of timber in construction forecast to also increase by +25% between 2022 and
2030. Log export returns are expected to grow to $4.0b by 2026 with other wood products adding a further $3.1b.
Additionally, New Zealand uses an emissions trading scheme (ETS) as a tool to reduce carbon emissions. Forests are a very cost efficient
method of sequestering carbon, this sequestration is tradable and able to be used to offset emissions - the tradable units are called NZ Units
(NZUs).
The outlook for the price growth of NZUs is strong, the Climate Change Commission (www.climatecommission.govt.nz) recommends an
increasing carbon price to encourage the behavioural changes necessary to address climate change - this is likely to be supported both by
market forces and government legislation.
NZU values (and therefore the value of producing them) have grown at a CAGR of +30% per annum over the last two years and are forecast to
grow at a further +14% p.a. over the next eight years.

17
NEW ZEALAND RURAL LAND COMPANY
SECTION 4
KEY RISKS

18
NEW ZEALAND RURAL LAND COMPANY
NZL: Key Risks
KEY RISKS
KEY RISKS
Land Value RiskNZL will realise its strategy for capital growth in the value of rural land that it acquires only if NZL acquires rural land at a purchase price that is less than the rural land’s
future value. This requires NZL to predict future value when acquiring rural land, which involves inherent uncertainty. Acquiring unproductive land and other external
factors may reduce land value below the price that NZL paid to acquire that land.
NZL’s rural land is currently concentrated in the dairy sector and until there is greater diversification in its rural land holdings, the value of NZL’s land is susceptible to
value decreases if there is a sustained downturn in the dairy sector. The acquisition of the forestry estate will help to mitigate this risk by diversifying NZL's rural land
holdings into the forestry sector. NZL’s rural land assets are also each of a relatively large scale making the number of potential buyers more limited. Therefore, any
realisation of NZL’s rural land assets may take longer to realise for an appropriate sale price.
Tenant Risk (financial)NZL’s income is rental payments received from Tenants who lease NZL’s rural land. Tenants are exposed to the financial risks associated with operations on the land (for
example, commodity price fluctuations, increases in operating costs, health risks to stock). If Tenants do not manage those risks or lack the financial capacity to absorb
those risks Tenants may default on lease payments to NZL. If NZL is required to replace a Tenant, NZL may have a period where it is receiving no or reduced income
from the rural land that it owns while a replacement is appointed. This could impact on NZL’s ability to pay dividends. Accordingly, NZL investors are indirectly exposed
to operational farming risks given that those risks can cause Tenants to become insolvent and reduce NZL’s income.
NZL currently has seven Tenants leasing its rural land holdings and will bring on one additional tenant as part of the acquisition of the forestry estate (whose financial
position is dependent on the forestry and carbon industries, not dairy). Diversifying this Tenant base over time is a key mitigant for NZL to ensure it is not overly exposed
to the financial position of any one Tenant.
Tenant Risk (operational)Operational practices of Tenants on NZL’s rural land could damage the rural land and decrease its value. For example, poor environmental or unsustainable farming
practices could reduce production on the rural land and lead to regulatory actions.
As with the Tenant risk (financial), NZL’s tenant selection criteria becomes a key mitigant where, in addition to selecting Tenant’s that are financially sound, Tenant’s need
to demonstrate a high degree of operational experience and a history of using best farming/agricultural practices.

19
NEW ZEALAND RURAL LAND COMPANY
NZL: Key Risks (continued)
KEY RISKS
Financing RiskTo grow and diversify its rural land holdings, NZL needs to access capital to fund acquisitions. Capital is sourced from a combination of bank debt and proceeds from
equity issuances.
NZL’s ability to raise capital from equity issuances will be subject to its financial performance, investor sentiment and prevailing market conditions. These factors cannot
be assured.
For bank debt, NZL has a medium-term target of maintaining a loan to value ratio (LVR) of 30% and, a bank covenant requiring the LVR to be no more than 40%. The
LVR of NZL is currently 37.7% as at 31 December 2022. Borrowing to an LVR at the higher end of this range has enabled NZL to act on acquisition opportunities as they
arose and grow its rural land holdings more rapidly. However, this has also reduced the headroom that NZL has with its bank covenant which could be a material risk if
rural land values decreased. In addition, this exposes NZL more to interest rate increases.
Capital Expenditure RiskThere could be unbudgeted capital expenditure on rural land that NZL acquires reducing the expected return from that land for NZL. Such unbudgeted capital
expenditure, or capital expenditure cost overruns may occur if repairs and maintenance are not being properly undertaken, which will generally be the responsibility
of the Tenant. Changes in environmental laws or environmental law non-compliance could give rise to unforeseen capital expenditure necessary for compliance or
remediation.
COVID-19 Pandemic RisksCOVID-19 has and continues to cause significant supply chain disruptions for both domestic and international markets. To date, global supply chains have prioritised the
delivery of food products, minimising disruption to the New Zealand dairy sector. However, supply chain disruptions are continuing and if they do start impacting more
on food products, this could increase spoilage of dairy products, cause increases in operating costs and a reduction in profitability for Tenants.
Extreme Weather EventsClimate change is expected to increase the frequency/severity of extreme weather events. Extreme weather can cause long-term damage to NZL's assets this damage
may include slips, flooding or windthrow while the infrastructure necessary for tenants to conduct their operations may be also be damaged or destroyed. Extreme
weather events may also cause significant supply chain disruptions for both domestic and international markets. Supply chain distruptions could increase spoilage of
dairy products, cause increases in operating costs and a reduction in profitability for Tenants.
Forestry Industry
Regulation
New Zealand's Emissions Trading Scheme is relatively mature in a global context. However, legislation is changed frequently as the country works towards national
emissions budgets. There is therefore a risk that the government makes changes to the Emissions Trading Scheme and its associated legislation that negatively impacts the
returns to the tenant of the forestry estate or NZL as owner of the forestry estate.
Default RiskNZL has entered into unconditional agreements to purchase the forestry estate. If the equity raising is unsuccessful, there is a risk that NZL defaults on its agreements. NZL
has entered into a subscription agreement with the Tenant of the forestry estate to fund up to $18 million of the purchase price, which gives NZL the option to purchase a
lesser percentage of the forestry estate (as outlined further on page 21). NZL has also received indications of interests from investors in Europe, which may provide NZL
with access to capital from new markets. If absolutely necessary, NZL may be able to access some form of bridge financing until such time as NZL can dispose of certain
assets (including as outlined further on page 21).
KEY RISKS

20
NEW ZEALAND RURAL LAND COMPANY
SECTION 5
EARNINGS AND DIVIDEND ACCRETION
SCENARIOS

21
NEW ZEALAND RURAL LAND COMPANY
The charts and table below detail the dividend yield accretion and NAV dilution based on a variety of funding and acquisition
scenarios to illustrate why scenario 1 was ultimately chosen – these charts exclude the warrant value.
NZL: Forest Acquisition Drives Earnings and Dividend Growth
ACCRETION
(
DILUTION
)
Scenario 1 - Purchase 100% of the forestry estate. Equity funded via a pro-rata rights issue.
Scenario 2 - Purchase 52% of the forestry estate with NZFL purchasing 48%. Less equity funded via a pro-rata rights issue.
Scenario 3 - Purchase 52% of the forestry estate, exercise Put Options for two farms with NZFL purchasing 48%. Very small equity
raise funded via a pro-rata rights issue.
Forecast NAV p/s Dilution
Forecast Dividend Accretion (%) and
NAV Dilution (%)
Forecast Dividend Growth (cps)
*31 December 2022 NAV/sh.
**Assumes 12,844,619 warrants on issue.
***Assumes 6,595,500 warrants on issue.
****Assumes 2,671,747 warrants on issue.
FY24 Forecast
AFFO/Sh
% AFFO AccretionFY24 Forecast
Dividend/Sh
% Dividend
Accretion
Forecast NAV/sh% NAV Dilution% NAV dilution
post warrant
conversion
Purchase 100% of the Forest5.26cps+17.4%5.00cps+17.4%1.50-9.5%-16.9%
*
Purchase 52% of the Forest4.90cps+9.3%4.66cps+9.3%1.56-5.7%-10.2%
**
Sell Put/Call, 52% Forestry with
Small Share Issue
4.34cps-3.2%4.12cps-3.2%1.61-2.4%-4.5%
***
Status Quo Portfolio4.48cpsNil4.26cpsNil1.65
*
NilNil
4.26
5.00
4.66
4.12
+17.4%
+9.3%
(-3.2%)
0.00
1.00
2.00
3.00
4.00
5.00
6.00
Dividend cps
1.65
1.50
1.56
1.61
(-9.5%)
(-5.7%)
(-2.4%)
0.00
0.50
1.00
1.50
2.00
NAV p/s
+17.4%
+9.3%
(-3.2%)
(-9.5%)
(-5.7%)
(-2.4%)
(15%)
(10%)
(5%)
-
5%
10%
15%
20%
Scenario 1 (100% of Forest)Scenario 2 (52% of Forest)Scenario 3 (Unwind Put/Call)
DividendNAV

22
NEW ZEALAND RURAL LAND COMPANY
SECTION 5
INVESTOR RELATIONS CONTACTS

NZL: Investor Relations Contacts
Richard Milsom
richard@nzrlm.co.nz
+64 21 274 2476
Level 4, The Blade
12 St Marks Road
Remuera
Auckland 1050
New Zealand
Christopher Swasbrook
chris@nzrlc.co.nz
+64 21 928 262
Level 4, The Blade
12 St Marks Road
Remuera
Auckland 1050
New Zealand
23
NEW ZEALAND RURAL LAND COMPANY
CONTACTS

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

nzrlc
nzrlc
listed on:
Rural Land Co
New Zealand
The Rural Land Investors

---

1
NEW ZEALAND RURAL LAND COMPANY
1
www.nzrlc.co.nz
listed on:
OFFER DOCUMENT
Pro Rata 1 for 3 Accelerated Renounceable Entitlement Offer of New Shares and Warrants
1 March 2023
Rural Land Co
New Zealand
The Rural Land Investors

2
NEW ZEALAND RURAL LAND COMPANY
This Offer relates to a pro rata 1 for 3 accelerated renounceable entitlement offer of New Shares to existing Shareholders of New
Zealand Rural Land Company Limited (NZRLC) at an application price of NZD$1.00 per New Share.
For every 3 New Shares allotted under this Offer, Applicants will receive 1 Warrant. Each Warrant entitles a holder to subscribe for a
Share in NZRLC for NZD$1.20 at any time until 30 November 2025 at the holder’s discretion.
This Offer Document is an important document. You should read the entire document before deciding what action to take with respect
to your Entitlements. If you have any doubt as to what you should do, please consult your broker, financial, investment or other
professional advisor.
This Offer Document may not be distributed outside New Zealand or Australia except to certain institutional and professional investors
in such other countries and to the extent contemplated in this Offer Document.
Offer Document

3
NEW ZEALAND RURAL LAND COMPANY
GENERAL INFORMATION
This Offer Document has been prepared by New Zealand Rural Land Company Limited (NZRLC) in connection with a pro rata 1
for 3 accelerated renounceable entitlement offer of New Shares. In addition, for every 3 New Shares allotted to an Applicant, 1
Warrant will also be allotted for no additional consideration.
The Offer is made under the exclusion in clause 19(1) and 19(1A) of Schedule 1 of the Financial Markets Conduct Act 2013.
This Offer Document is not a product disclosure statement or other disclosure document for the purposes of the FMCA or any
other law, has not been lodged with the Financial Markets Authority, and does not contain all of the information that an investor
would find in a product disclosure statement or other disclosure document, or which may be required in order to make an
informed investment decision about the Offer or NZRLC.
ADDITIONAL INFORMATION AVAILABLE UNDER NZRLC'S CONTINUOUS DISCLOSURE OBLIGATIONS
NZRLC is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market releases by NZRLC at NZRLC is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market releases by NZRLC at
www.nzx.com under the ticker code “NZL”.www.nzx.com under the ticker code “NZL”.
NZRLC may, during the period of the Offer, make additional releases through the NZX Market Announcement Platform. To the NZRLC may, during the period of the Offer, make additional releases through the NZX Market Announcement Platform. To the
maximum extent permitted by law, no release by NZRLC to the market via the NZX Market Announcement Platform will permit maximum extent permitted by law, no release by NZRLC to the market via the NZX Market Announcement Platform will permit
an applicant to withdraw any previously submitted application without NZRLC’s prior consent.an applicant to withdraw any previously submitted application without NZRLC’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document and the Allotment Date of the The market price of Shares may increase or decrease between the date of this Offer Document and the Allotment Date of the
New Shares. Any changes in the market price of Shares will not affect the Application Price, and the market price of the New New Shares. Any changes in the market price of Shares will not affect the Application Price, and the market price of the New
Shares following allotment may be higher or lower than the Application Price.Shares following allotment may be higher or lower than the Application Price.
OFFER RESTRICTIONS
This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it
would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person who is not an Eligible Shareholder or an Institutional Investor
in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer
Document (including an electronic copy) outside New Zealand and Australia may be restricted by law. In particular, this Offer
Document may not be distributed to any person, and the New Shares and Warrants may not be offered or sold, in any country
outside of New Zealand and Australia, except to Institutional Investors or as NZRLC may otherwise determine, in compliance
with applicable laws.
If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. NZRLC disclaims all liability to such persons.
CHANGES TO OFFER
Subject to the NZX Listing Rules, NZRLC reserves the right to alter the dates set out in this Offer Document.
Additionally, NZRLC reserves the right to withdraw all or any part of the Offer (either generally or in particular cases) and the
issue of New Shares and Warrants at any time before the Allotment Date at its absolute discretion.
Section 1: Important Information

4
NEW ZEALAND RURAL LAND COMPANY
NO GUARANTEE
No guarantee is provided by any person in relation to the New Shares and Warrants to be issued pursuant to the Offer. Nor is
any warranty provided with regard to the future performance of NZRLC or any return on any investments made pursuant to this
Offer Document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a recommendation to acquire or invest in New Shares and Warrants
and nor does it amount to financial product advice. This Offer Document has been prepared without taking into account the
particular needs or circumstances of any investor, including an investor’s investment objectives, financial and/or tax position.
PRIVACY
Any personal information provided by Eligible Shareholders via the online application form will be held by NZRLC or Link Market
Services at the addresses set out in the Directory of this Offer Document.
NZRLC and/or Link Market Services may store your personal information in electronic format, including in online storage or
on a server or servers which may be located in New Zealand or overseas. The information will be used for the purposes of
administering your investment in NZRLC.
This information will only be disclosed to third parties with your consent or if otherwise required or permitted by applicable law.
Under the New Zealand Privacy Act 2020 you have the right to access and correct any personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to your broker/NZX Firm, financial, investment or other professional advisor. If you
have any questions about the number of New Shares that comprise your Entitlements, or how to apply using the online form,
please contact Link Market Services.
DEFINED TERMS AND TIMES
Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary of this Offer Document.
References to times and dates are to times and dates in New Zealand (unless otherwise specified).

5
NEW ZEALAND RURAL LAND COMPANY
Dear Shareholder,
On behalf of the Board, I invite you to participate in NZRLC’s 1 for 3 accelerated renounceable entitlement offer announced to
the market on Wednesday, 1 March 2023. We intend to raise up to NZD$38.5 million through the Offer to fund the acquisition of
a forestry estate with a total area of approximately 2,383 hectares (Forestry Estate).
The acquisition reflects NZRLC’s strategy of diversifying its portfolio of rural land assets, which currently comprises 11,710 hectares
of dairy farms across Canterbury, Central Otago and Southland. The Forestry Estate will be the first forestry land in NZRLC’s
portfolio. These assets are all underpinned by long term triple net leases with CPI-linked rental adjustments, positioning us well
in a high inflation environment.
THE FORESTRY ESTATE ACQUISITION
NZRLC entered an agreement on 21 OctoberNZRLC entered an agreement on 21 October 2022 to acquire the Forestry Estate. The Forestry Estate encompasses approximately to acquire the Forestry Estate. The Forestry Estate encompasses approximately
2,383ha of existing pinus radiata forest located in the Manawatū-Whanganui region in the North Island. The purchase cost will 2,383ha of existing pinus radiata forest located in the Manawatū-Whanganui region in the North Island. The purchase cost will
be approximately NZD$63.7 million subject to final costs. The acquisition is scheduled to complete on 15 April 2023.be approximately NZD$63.7 million subject to final costs. The acquisition is scheduled to complete on 15 April 2023.
NZRLC has signed a 20 year lease with New Zealand Forest Leasing Limited for the Forestry Estate which will commence on NZRLC has signed a 20 year lease with New Zealand Forest Leasing Limited for the Forestry Estate which will commence on
completion of the acquisition. New Zealand Forest Leasing Limited has significant experience in the forestry industry. Established completion of the acquisition. New Zealand Forest Leasing Limited has significant experience in the forestry industry. Established
in 2010, it owns more than 60,000ha of forests and leases a further 43,000ha, being one of the 10 largest freehold landowners in 2010, it owns more than 60,000ha of forests and leases a further 43,000ha, being one of the 10 largest freehold landowners
in New Zealand. in New Zealand.
The Forestry Estate acquisition is expected to be apThe Forestry Estate acquisition is expected to be approximately + 17.4% accretive for forecast FY24 AFFO and Dividend Yields tive for forecast FY24 AFFO and Dividend Yields
on a per shon a per share basis
1
for NZRLC shareholders. holders.
FUNDING THE ACQUISITION
NZRLC has indicative approval from its primary funder, Rabobank, to increase its revolving credit facility by approximately
NZD$25.2 million, being approximately 40% of the purchase price in line with NZRLC’s gearing policy.
The full proceeds of the Offer will be applied to funding the balance of the purchase price and associated transaction costs,
being approximately NZD$38.5 million. Should NZRLC not raise sufficient funds, it may call on New Zealand Forest Leasing
Limited to invest up to NZD$18.0 million and take an ownership interest in the Forestry Estate.
As NZRLC acquiring 100% of the Forestry Estate is substantially more earnings accretive to NZRLC, the Board’s strong preference
is to acquire 100% of the Forestry Estate. Please see the Investor Presentation for the Offer for further information in this respect.
Since entering the Forestry Estate acquisition agreements, NZRLC has investigated funding the acquisition in a number of ways
but believes a 1:3 pro rata rights issue to be the best option. The Investor Presentation outlines further detail on the options
considered. In light of this, the Board considers that the appropriate way to fund the acquisition is by way of a pro rata offer to
shareholders. To any extent there is a shortfall, we intend to place the shortfall with wholesale investors following the close of
the retail offer.

Section 2: Letter from the Chair
1
Pro forma FY24 Forecast AFFO adjusted for full year impact of acquisition of 100% of the Forestry Estate assuming a fully subscribed offer.

6
NEW ZEALAND RURAL LAND COMPANY
FURTHER INFORMATION
We also encourage you to read NZRLC’s recent announcements, particularly the Interim Results, the Investor Presentation and
other materials released in respect of the Offer on Wednesday 1 March 2023 at
www.nzx.com under the ticker code "NZL" or
available at
www.nzrlc.co.nz. In particular, you should read and consider pages 17 to 19 of the Investor Presentation ("Key risks")
for a non-exhaustive summary of certain key risks associated with NZRLC and the Offer before making an investment decision.
If you have any questions about the Offer, please contact Link Market Services per the details in the Directory or contact your
financial adviser or other professional adviser.
NZRLC Directors intend to participate in the rights issue.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and participation in, the
Offer.
Yours sincerely,
Rob Campbell
Independent Chair
New Zealand Rural Land Company

7
NEW ZEALAND RURAL LAND COMPANY
Section 3: Offer Overview
IssuerNew Zealand Rural Land Company Limited
The OfferA pro rata accelerated renounceable entitlement offer of 1 New Share for every 3 Existing
Shares held by an Eligible Shareholder at 5:00pm (NZ time) on the Record Date, with fractional
entitlements being rounded down to the nearest Share.
For every 3 New Shares allotted to an Applicant, 1 Warrant will also be allotted for no additional
consideration.
This Offer is a pro-rata offer. If you take up all your Entitlements your percentage holding in NZRLC
will not reduce. However, if you do not take up all your Entitlements, your percentage shareholding
will reduce following completion of the Offer.
How to Apply
Applications can be made online at https://nzrlc.rightsoffer.co.nz/ by 5.00pm (NZ Time) on 15 March
2023.
Alternatively, if you are not in a position to apply online, please contact Link Market Services at
your earliest convenience at
applications@linkmarketservices.co.nz or on +64 9 375 5998 to obtain a
paper application form.
Details of the Shares Offered
Description of the
New Shares
The New Shares will be the same class as, and ranking equally with, Existing Shares.
Application PriceNZD$1.00 per New Share
Offer SizeThe amount to be raised under the Offer is approximately NZD$38.5 million
Number of New
Shares Being Offered
The maximum number of New Shares that are being offered under the Offer is 38,533,857 New
Shares (subject to the application of rounding on the Record Date).
Rights QuotationNo
AcceleratedYe s
Shortfall FacilityNew Shares not taken up by shareholders under the Offer will form a Shortfall Facility. Existing
shareholders may apply for shares from this facility in addition to their Entitlement at the Application
Price.
Shortfall PlacementsAny New Shares not taken up by existing shareholders through Entitlements or the Shortfall Facility
may be placed
to wholesale investors for up to three months following the closing date of the Offer
on terms no more favourable than those offered under the Offer.

8
NEW ZEALAND RURAL LAND COMPANY
Details of the Warrants Offered
Description of the
Warrants
Warrants may be exercised at the discretion of a Warrant holder during the Exercise Period by
paying the Exercise Price to NZRLC. A Warrant holder will receive one fully paid Share for every
Warrant they exercise.
Application has been made to NZX for the quotation of the Warrants on the NZX Main Board and all
the requirements of NZX relating to the quotation that can be complied with on or before the date
of this document have been complied with. However, the Warrants have not yet been approved for
trading and NZX accepts no responsibility for any statement in this document. NZX is a licensed
market operator, and the NZX Main Board is a licensed market under the Financial Markets Conduct
Act 2013.
If approved for trading, initial quotation of the Warrants on the NZX Main Board is expected to occur
on 23 March 2023 under the ticker code “NZLWA”.
Warrants do not confer a right to receive dividends, vote or receive a proportionate share of the
surplus assets of NZRLC in a winding up.
Exercise PriceNZD$1.20 per Warrant
Exercise PeriodAt any time on or before the Expiry Date
Number of New
Warrants being
Offered
The maximum number of Warrants that are being offered under the Offer is 12,844,619 Warrants.
Expiry DateSunday, 30 November 2025

9
NEW ZEALAND RURAL LAND COMPANY
Section 4: Important Dates
Key EventDate
Trading halt commenced on the NZX Main Board (pre-market open)Wednesday, 1 March 2023
Institutional Offer opens10:00am (NZ time), Wednesday, 1 March 2023
Institutional Offer closes5:00pm (NZ time), Thursday, 2 March 2023
Announce results of Institutional OfferFriday, 3 March 2023
Trading halt lifted on the NZX Main Board (pre-market open)Friday, 3 March 2023
Settlement of Institutional Offer on the NZX Main Board and
commencement of trading of allotted New Shares on the NZX Main
Board
Wednesday, 8 March 2023
As set out above, Eligible Institutional Shareholders will have a shorter than usual offer period to accept their Entitlement under
the Institutional Offer.
INSTITUTIONAL OFFER
This timetable is relevant to Eligible Institutional Shareholders who intend to participate in the Institutional Offer.
RETAIL OFFER
The timetable immediately below is relevant to participants in the Retail Offer.
Key EventDate
Expected dispatch of the Offer DocumentWednesday, 1 March 2023
Record Date 5:00pm (NZ time)Friday, 3 March 2023
Retail Offer opensMonday, 6 March 2023
Retail Offer closes at 5:00pm (NZ time) (last day for online
applications)
Wednesday, 15 March 2023
Announcement of the results of the Retail OfferFriday, 17 March 2023
Settlement of Retail Offer on the NZX Main Board and
commencement of trading of allotted New Shares on the NZX Main
Board
Wednesday, 22 March 2023
Applicants are encouraged to apply via the online application process as soon as possible. No cooling-off rights apply to
applications submitted under the Offer and once an application is submitted, it cannot be withdrawn without NZRLC’s prior
consent.

10
NEW ZEALAND RURAL LAND COMPANY
Key EventDate
Expected quotation and commencement of trading of Warrants on
the NZX Main Board
Thursday, 23 March 2023
Last trading date of WarrantsWednesday, 26 November 2025
Expiry DateSunday, 30 November 2025
Exercise PeriodAny time on or before the Expiry Date
The dates set out in the tables above (and any references to them in this Offer Document) are subject to change and are
indicative only. All times and dates refer to NZ times and dates (unless otherwise specified). NZRLC reserves the right to
amend the timetables (including by extending the closing dates for the Offer or accepting late applications, either generally or
in particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the Offer will have a consequential
effect on the issue date of New Shares and Warrants.
WARRANTS
The timetable below is in relation to the Warrants issued to the subscribers of the New Shares under the Offer. The Warrants will
be allotted at the same time as New Shares are allotted.

11
NEW ZEALAND RURAL LAND COMPANY
OVERVIEW
THE OFFER
This Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated renounceable entitlement offer. Under
the Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for every 3 Existing Shares held at 5:00pm (NZ time)
on the Record Date. The New Shares will be the same class as, and will rank equally with, Existing Shares which are quoted on
the NZX Main Board. In addition, for every 3 New Shares allotted to an Applicant, 1 Warrant will also be allotted for no additional
consideration.
The Warrants may be exercised at the discretion of a Warrant holder at any time on or before the Expiry Date of 30 November
2025 by paying the Exercise Price of NZD$1.20 per Warrant to NZRLC. A Warrant holder will receive one fully paid Share for
every Warrant they exercise. Warrants are expected to be quoted on the NZX Main Board under the ticker code “NZLWA” and,
if so, may be sold.
It is a term of the Offer that NZRLC will take any necessary steps to ensure that the New Shares and Warrants are, immediately
after issue, quoted on the NZX Main Board.
The Offer comprises the following components which, except where otherwise expressly set out in this Offer Document, are
offered on identical terms:
• the Institutional Offer; and
• the Retail Offer.
If you are an Eligible Shareholder, you may take up all, part or none of your Entitlements. If you are an Eligible Shareholder and
you do not take up all of your Entitlements, your current shareholding will be diluted as a result of the issue of New Shares. You
will not receive any consideration in respect of your lapsed Entitlement.
The maximum number of New Shares that are being offered under this Offer is 38,533,857 New Shares (subject to rounding)
and the maximum number of Warrants that are being offered under the Offer is 12,844,619 Warrants (subject to rounding).
NZRLC may raise up to NZD$38.5 million through the Offer
2
.
Where New Shares are issued in connection with the Offer, other than as a result of Eligible Shareholders taking up their
Entitlements, NZL may, at its discretion, pay brokerage to third parties in respect of those issuances.
APPLICATION PRICE
The Application Price is NZD$1.00 per New Share.The Application Price is NZD$1.00 per New Share.
The Application Price must be paid in full on application. Payment of the Application Price for the Retail Offer must be made The Application Price must be paid in full on application. Payment of the Application Price for the Retail Offer must be made
online and by direct debit in accordance with the online application process. NZRLC may accept or reject (at its discretion) online and by direct debit in accordance with the online application process. NZRLC may accept or reject (at its discretion)
any online application which it considers is not completed correctly and may correct any errors or omissions in the online any online application which it considers is not completed correctly and may correct any errors or omissions in the online
application. An application may not be withdrawn without NZRLC’s prior consent once submitted.application. An application may not be withdrawn without NZRLC’s prior consent once submitted.
Application monies received will be held in a trust account with Link Market Services until the corresponding New Shares are Application monies received will be held in a trust account with Link Market Services until the corresponding New Shares are
allotted or the application monies are refunded. Interest earned on the application monies will be for the benefit, and remain allotted or the application monies are refunded. Interest earned on the application monies will be for the benefit, and remain
the property of NZRLC and will be retained by NZRLC whether or not the issue of New Shares takes place. Any refunds of the property of NZRLC and will be retained by NZRLC whether or not the issue of New Shares takes place. Any refunds of
application monies (without interest) will be made within 5 Business Days of allotment (or the date that the decision not to accept application monies (without interest) will be made within 5 Business Days of allotment (or the date that the decision not to accept
an application is made, as the case may be).an application is made, as the case may be).
Section 5: Details of the Offer
2
Excludes any proceeds that may be received from the Exercise Price of the Warrants.

12
NEW ZEALAND RURAL LAND COMPANY
WITHDRAWAL
Subject to NZRLC’s compliance with all applicable laws, NZRLC reserves the right to withdraw the Offer at any time at its absolute
discretion. If the Offer is withdrawn, all application monies received will be refunded (without interest) to the relevant Applicants.
PURPOSE OF THE OFFER AND USE OF PROCEEDS
NZRLC is seeking to raise up to NZD$38.5 million under the Offer. The principal use of proceeds is to partly fund the acquisition
of the Forestry Estate and to meet associated transaction costs. Further details of this acquisition are contained in the Investor
Presentation.
THE INSTITUTIONAL OFFER
ELIGIBILITY UNDER THE INSTITUTIONAL OFFER
The Institutional Offer is only open to Eligible Institutional Shareholders. NZRLC will determine the Shareholders who will be
treated as Eligible Institutional Shareholders for the purpose of determining the Shareholders to whom an offer of New Shares
and Warrants will be made under the Institutional Offer. In exercising their discretion, NZRLC may have regard to a number
of matters, including legal and regulatory requirements. NZRLC will determine which Shareholders, if any, will be treated as
Ineligible Institutional Shareholders.
NZRLC reserves the right to reject any application for New Shares and Warrants under the Institutional Offer that it considers
comes from a person who is not an Eligible Institutional Shareholder.
ACCEPTANCE OF ENTITLEMENT UNDER THE INSTITUTIONAL OFFER
NZRLC will seek to contact Eligible Institutional Shareholders to inform them of the terms and conditions of participation in
the Institutional Offer and to confirm their Entitlements under the Offer. Application for New Shares by Eligible Institutional
Shareholders can only be made by contact with NZRLC.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible Institutional Shareholder
is entitled under its Entitlement will, in the case of fractions of New Shares, be rounded down to the nearest whole number. The
number of Warrants to which an Eligible Institutional Shareholder is entitled under its Entitlement will, in the case of fractions of
Warrants, be rounded down to the nearest whole number.
New Shares attributable to the Institutional Offer not taken up by Eligible Institutional Shareholders under the Institutional Offer
and the Entitlements of certain Ineligible Institutional Shareholders will form part of the Shortfall Facility. Existing shareholders
may apply for shares from this facility in addition to their Entitlement.
Any New Shares not taken up by Eligible Shareholders through Entitlements or the Shortfall Facility will be placed to wholesale
investors for up to three months following the closing date of the Offer on terms no more favourable than those offered under
the Offer.
SETTLEMENT OF THE INSTITUTIONAL OFFER
Settlement of the Institutional Offer will occur on the Institutional Settlement Date. Each Eligible Shareholder remains responsible
for ensuring its own compliance with the Takeovers Code.

13
NEW ZEALAND RURAL LAND COMPANY
THE RETAIL OFFER
ELIGIBILITY UNDER THE RETAIL OFFER
The Retail Offer is only open to Eligible Retail Shareholders.
The Retail Offer does not constitute an offer to any person who is not an Eligible Retail Shareholder (including any Institutional
Shareholder or an Ineligible Retail Shareholder). Any person allocated New Shares under the Institutional Offer is not able to
participate in the Retail Offer in respect of those New Shares.
NZRLC reserves the right to reject any application for New Shares under the Retail Offer that it considers comes from a person
who is not an Eligible Retail Shareholder.
ACCEPTANCE OF ENTITLEMENT UNDER THE RETAIL OFFER
Each Eligible Retail Shareholder’s Entitlement to participate in the Retail Offer will be set out in the online application form.
Applications for New Shares by Eligible Retail Shareholders can be made via an online application at
https://nzrlc.rightsoffer.
co.nz/
. Alternatively, Eligible Retail Shareholders who are not in a position to apply online may contact Link Market Services to
discuss alternative options (please refer to the Directory for contact details).
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible Retail Shareholder
is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded down to the nearest whole number.
The number of Warrants to which an Eligible Retail Shareholder is entitled under an Entitlement will, in the case of fractions of
Warrants, be rounded down to the nearest whole number.
Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are entitled under the
Offer. They may take up all, part or none of their Entitlements.
Any person outside New Zealand who takes up an Entitlement in the Retail Offer (and therefore applies for New Shares and
Warrants) through a New Zealand resident nominee, and their nominee, will be deemed to have represented and warranted
to NZRLC that the Offer can be lawfully made to their nominee pursuant to this Offer Document. None of NZRLC, Link Market
Services or any of their respective directors, officers, employees, agents, or advisers accept any liability or responsibility to
determine whether a person is eligible to participate in this Offer.
New Shares attributable to the Retail Offer not taken up by Eligible Retail Shareholders under the Retail Offer and the Entitlements
of certain Ineligible Retail Shareholders will form part of the Shortfall Facility. Eligible Shareholders may apply for shares from this
facility in addition to their Entitlement.
APPLICATION TO TAKE UP ADDITIONAL NEW SHARES
Eligible Retail Shareholders who have taken up their full Entitlement may apply for additional New Shares that will be offered
for sale under the Shortfall Facility. Eligible Retail Shareholders may apply for these additional New Shares as directed via
the online application platform and should specify the NZD$ amount of additional New Shares they wish to apply for at the
Application Price.
Payment must be made for both the full Entitlement and any additional New Shares you apply for.
Allocations and any necessary scaling of additional New Shares applied for by Eligible Retail Shareholders who take up their full
Entitlements will be determined by NZRLC as part of the Shortfall Facility process. Eligible Retail Shareholders who do not take
up their Entitlement in full will not be eligible to participate in the Shortfall Facility.

14
NEW ZEALAND RURAL LAND COMPANY
NOMINEES
If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature of each such
person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible Retail Shareholder or Ineligible Retail
Shareholder with regard to the Entitlement of each such person.
NOTICE TO NOMINEES AND CUSTODIANS
The Retail Offer is being made to all Eligible Retail Shareholders. Nominees and custodians with registered addresses in eligible
jurisdictions, irrespective of whether they participated under the Institutional Offer, may also be able to participate in the Retail
Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable
beneficiary would satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from NZRLC. Nominees and
custodians should consider carefully the contents of that letter and note in particular that the Retail Offer is not available to, and
they must not purport to accept the Retail Offer in respect of:
• beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
• Eligible Institutional Shareholders who received an offer to participate in the Institutional Offer (whether they accepted their
Entitlement or not);
• Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Offer; or
• Shareholders who are not eligible under applicable securities laws to receive an offer under the Retail Offer.
NZRLC is not required to determine whether or not any registered Shareholder is acting as a nominee or the identity or residence
of any beneficial owners of Shares or Entitlements. Where any Shareholder is acting as a nominee for a foreign person, that
Shareholder, in dealing with its beneficiary will need to assess whether indirect participation by the beneficiary in the Retail Offer
is compatible with applicable foreign laws. NZRLC is not able to advise on foreign laws.
OVERSEAS SHAREHOLDERS
The Offer is only open to Eligible Shareholders and persons who NZRLC is satisfied can otherwise participate in the Offer
in compliance with all applicable laws. NZRLC has determined that it would be unduly onerous to extend the Retail Offer to
Ineligible Retail Shareholders and the Institutional Offer to Ineligible Institutional Shareholders because of the small number of
such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in
jurisdictions outside New Zealand.
This Offer Document is only being sent by NZRLC to Eligible Shareholders. The distribution of this Offer Document (including
an electronic copy) outside New Zealand may be restricted by applicable laws. Any failure to comply with such restrictions may
contravene applicable securities law. NZRLC disclaims all liability to such persons.
Nominees and custodians may not distribute any part of this Offer Document and may not permit any beneficial Shareholder
to participate in the Offer who is located, in any other country outside New Zealand except to institutional and professional
investors listed in, and to the extent permitted under, this section.

15
NEW ZEALAND RURAL LAND COMPANY
AUSTRALIA
This Offer Document and the offer of New Shares and Warrants under the Offer is being made in Australia only to persons who
are ‘sophisticated investors’ or ‘professional investors’ under the Corporations Act 2001 (Cth) (Act) and to whom the Offer can
be made without a disclosure document being required under Chapter 6D of the Act.
This document is not a prospectus, product disclosure statement or any other disclosure document for the purposes of Australian
law or the Act and is not required to, and does not, contain all the information which would be required to be included in a
prospectus or other disclosure document under Australian law or the Act. It contains references to dollar amounts which are
not Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices,
does not address risks associated with investment in foreign currency denominated investments or other risks that may apply
to Australian investors and does not address Australian tax issues. NZRLC is a company which is incorporated in New Zealand
and the relationship between it and investors will be largely governed by New Zealand law.
This Offer Document has not been, and will not be, lodged or registered with the Australian Securities and Investments
Commission or the Australian Securities Exchange and NZRLC is not subject to the continuous disclosure requirements that
apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product
advice for the purposes of Chapter 7 of the Act. Australian investors should seek independent, professional advice from their
financial adviser, legal adviser or taxation adviser in relation to the Offer.
TERMS AND RANKING OF NEW SHARES
New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements as, Existing Shares
in NZRLC quoted on the NZX Main Board. Entitlements will not be quoted and cannot be traded on the NZX Main Board on the
Allotment Date. It is a term of the Offer that NZRLC will take any necessary steps to ensure that the New Shares are, immediately
after issue, quoted on the NZX Main Board.
A Warrant holder will receive one fully paid Share for every Warrant they exercise. The Shares will rank equally with, and have
the same voting rights, dividend rights and other entitlements as Existing Shares in NZRLC quoted on the NZX Main Board.
QUOTATION ON NZX
NZX is a licensed market operator, and the NZX Main Board is a licensed market under the Financial Markets Conduct Act 2013.
The New Shares have been accepted for quotation by NZRLC and will be quoted on the NZX Main Board on completion of
allotment procedures.
It is expected that trading on the NZX Main Board of the New Shares issued under:
• the Institutional Offer will commence on Wednesday, 8 March 2023; and
• the Retail Offer will commence on Wednesday, 22 March 2023.
Application has been made to NZX for the quotation of the Warrants on the NZX Main Board and all the requirements of NZX
relating to the quotation that can be complied with on or before the date of this document have been complied with. However,
the Warrants have not yet been approved for quotation and NZX accepts no responsibility for any statement in this document.
If approved for trading, initial quotation of the Warrants on the NZX Main Board is expected to occur on 23 March 2023 under
the ticker code “NZLWA”.

16
NEW ZEALAND RURAL LAND COMPANY
DIVIDEND POLICY
NZRLC’s dividend policy is to pay out 95% of the Adjusted Funds from Operations (AFFO) of NZRLC each year. AFFO is a non-
GAAP financial measure and is calculated based on NZRLC’s net profit after tax and adjusted to:
• add back or deduct any property re-valuations which were included in net profit after tax so they are not taken into account;
• add back depreciation and amortisation;
• deduct maintenance capital expenditure (but not development capital expenditure); and
• add back or deduct any other non-cash adjustments.
The payment of dividends is not guaranteed, is at the discretion of the Board and depends on various factors such as solvency,
funding requirements and bank covenant requirements.
A dividend of 2.03 cents per share for the six-month period ending 31 December 2022 was announced on 1 March 2023 and
will be paid on 10 March 2023. Holders of New Shares will not be entitled to receive this dividend.
Warrants do not confer a right to receive dividends.

17
NEW ZEALAND RURAL LAND COMPANY
Glossary
Allotment DateIn respect of the:
• Institutional Offer: Wednesday, 8 March 2023; and
• Retail Offer: Wednesday, 22 March 2023.
ApplicantAn applicant under the Offer
Application PriceNZD$1.00 per New Share.
Business DayHas the meaning giving to that term in the NZX Listing Rules.
Eligible Institutional InvestorA person who, as at 5.00pm (NZ time) on the Record Date, was recorded in
NZRLC’s share register as being a Shareholder and:
• with an address in New Zealand or is a person who NZRLC is satisfied the
Institutional Offer may be made to under all applicable laws without the
need for any registration, lodgement or other formality (other than a formality
with which NZRLC is willing to comply),
• is an Institutional Investor (or the nominee of an Institutional Investor) and is
invited to participate in the Institutional Offer.
Eligible Retail InvestorA person who, as at 5.00pm (NZ time) on the Record Date, was recorded in
NZRLC’s share register as being a Shareholder and:
• whose address is recorded in NZRLC’s share register as being in New
Zealand or Australia; or
• who NZRLC considers, in its discretion, may be treated as an Eligible Retail
Shareholder
Eligible ShareholderAn Eligible Retail Shareholder or an Eligible Institutional Shareholder.
EntitlementA right to subscribe for 1 New Share for every 3 Existing Shares held at 5.00 pm
(NZ time) on the Record Date at the Application Price, issued pursuant to the
Offer.
Exercise PriceNZD$1.20 per Warrant
Existing ShareA Share on issue on the Record Date.
FMCAThe Financial Markets Conduct Act 2013
Forestry EstateFive forestry properties located in the Manawatu-Whanganui region in the North
Island that make up the estate.
Ineligible Institutional ShareholderA person who, as at 5.00pm (NZ time) on the Record Date, was recorded in
NZRLC’s share register as being a Shareholder who is not an Institutional
Investor but, if the Shareholder’s address was recorded in NZRLC’s share
register as being in New Zealand, Australia and Hong Kong, would in the opinion
of NZRLC be an Institutional Investor (but excluding any person deemed to be an
Eligible Institutional Shareholder).
Ineligible Retail ShareholderA Shareholder who is not an Institutional Shareholder or an Eligible Retail
Shareholder.
Ineligible ShareholderA Shareholder other than an Eligible Shareholder

18
NEW ZEALAND RURAL LAND COMPANY
Glossary
Institutional InvestorA person with an address:
• in New Zealand, in relation to the Institutional Offer, who is a wholesale
investor as defined in the FMCA;
• in Australia, who NZRLC considers is a “sophisticated investor” or “professional
investor” within the meaning of sections 708(8) and 708(11) of the Corporations
Act 2001 (Cth); and
• who NZRLC is satisfied the Institutional Offer may be made to under all
applicable laws without the need for any registration, lodgement or other
formality (other than a formality with which NZRLC is willing to comply).
Institutional OfferThe offer of New Shares and Warrants to Eligible Institutional Shareholders.
Institutional Settlement DateThe date of settlement of New Shares under the Institutional Offer, expected to
be Wednesday, 8 March 2023.
Institutional ShareholderEligible Institutional Shareholders and Ineligible Institutional Shareholders.
Investor PresentationThe investor presentation for this Offer released to the market on 1 March 2023.
New ShareA Share in NZRLC offered under the Offer of the same class as, and ranking
equally in all respects with, NZRLC's quoted Shares at the Allotment Date.
NZRLCNew Zealand Rural Land Company Limited.
NZXNZX Limited.
NZX FirmAn entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or any market in
substitution for that market) in force from time to time, read subject to any
applicable rulings or waivers.
NZX Main BoardThe main board equity security market operated by NZX.
OfferThe pro-rata accelerated renounceable entitlement offer of New Shares detailed
in this Offer Document
For every 3 New Shares allotted to an Applicant, 1 Warrant will also be allotted
for no additional consideration.
Offer DocumentThis document
Record DateFriday, 3 March, 2023
Retail OfferThe offer of New Shares and Warrants to Eligible Retail Shareholders.
ShareA fully paid ordinary share in NZRLC.
ShareholderA registered holder of Shares.

19
NEW ZEALAND RURAL LAND COMPANY
Glossary
Shortfall FacilityAny New Shares not taken up by existing shareholders through Entitlements or
the Shortfall Facility may be placed to wholesale investors for up to three months
following the closing date of the Offer on terms no more favourable than those
offered under the Offer.
Takeovers CodeThe Takeovers Code set out in the schedule to the Takeovers Regulations 2000
WarrantA warrant that is convertible into an ordinary share in NZRLC, issued on the
terms set out in page 8 of the Offer Document.

20
NEW ZEALAND RURAL LAND COMPANY
Directory
NEW ZEALAND RURAL LAND COMPANY LIMITED
C/- New Zealand Rural Land Management
Level 4, The Blade
12 St Marks Road
Remuera
Auckland 1050
New Zealand
Telephone: 09 379 6493
Email: info@nzrlc.co.nz
SHARE REGISTRY
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
https://www.linkmarketservices.co.nz/
Telephone: 09 375 5998
Email: enquiries@linkmarketservices.co.nz
LEGAL ADVISORS TO THE ISSUER
Duncan Cotterill
Level 2
50 Customhouse Quay
Wellington 60114

---

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
1 March 2023
New Zealand Rural Land Company (NZL.NZX) FY22 Results Demonstrate Resilience
New Zealand Rural Land Co (NZX: NZL) has recorded a net profit after tax of $5.3M for the financial year ended 31
December 2022 along with a further increase in the value of its property portfolio.
The results cover the period 1 July 2022 – 31 December 2022, following a change in NZL’s balance date to 31
December (from 30 June).
NZL currently owns 11,710 hectares (28,963 acres) of high quality productive rural land in New Zealand which
is fully tenanted on long-term leases with regular CPI adjustment provisions. NZL generates shareholder value
through a combination of asset value appreciation and cash flows from its long-term leases.
NZL’s portfolio increased in value by +0.94% in the six months to 31 December 2022 which demonstrates the
resilience and quality of NZL’s portfolio in an uncertain macroeconomic environment which is putting downward
pressure on the value of many other assets.
Since listing on the NZX on 21 December 2020, NZL’s audited NAV per share has increased at a cumulative
annual growth rate of approximately +15% per annum.
Results Summary: Year Ending 31 December 2022
A detailed results presentation is available at: https://www.nzrlc.co.nz/reports-presentations
31 December 2022*30 June 2022**Change
Total Assets$298.8M

$289.0M+$9.8M
Total Liabilities$107.9M

$102.4M+$5.5M
Net Profit After Tax$5.3M$36.5M-$31.2M
AFFO
1
$2.5M$2.2M+$0.2M
Dividend (cents per share)2.03 cps1.60 cps+0.43 cps
Net Assets$190.9M$186.6M+$4.3M
Net Asset Value per Share$1.652$1.656-$0.004
Number of Shares on Issue115.6M112.6M+3.0M

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Forestry Estate Acquisition and Capital Raise Announcement
On 21 October 2022, NZL announced it had entered into an agreement to acquire up to 100% of a forestry estate
located in Manawatū-Whanganui in the North Island. The estate is comprised of five individual properties with a
total area of approximately 2,383ha.
NZL’s cost to acquire 100% of the estate is approximately $63.7m (subject to final costs), with a settlement date of
15 April 2023. The entire estate will be leased to New Zealand Forest Leasing (NZFL) for a period of 20 years.
Post forest acquisition, NZL will own 14,093 hectares of rural land with a 12.1 year weighted average lease term (by
value), with 100% occupancy across eight tenants. From completion of this transaction NZL forecasts an increase
to its FY23 and FY24 dividend per share of +3.7% and +17.4% respectively, an increase in NZL’s weighted average
lease term by +34.4% and material growth in the scale and diversity of NZL’s asset and tenant base.
At the time of announcing the acquisition, NZL said the purchase would be funded through a combination of debt
and equity.
NZL has spent considerable time assessing funding options for the acquisition that would be in the best interests
of shareholders.
The most earnings and dividend accretive option in the time available is to purchase 100% of the forest funded via
a 1:3 pro-rata rights issue at a cost of $1.00 per share, to raise approximately $38.5M. The Offer will open today to
institutional investors and then the retail component of the Offer opens next Monday, 6 March 2023.
For every 3 new Shares allotted to investors under the Offer, NZL will also allot 1 warrant for no additional
consideration. Each Warrant gives its holder the right, but not the obligation, to subscribe for one additional
ordinary share in NZL on or before the expiry date (30 November 2025) for an exercise price of NZD$1.20.
Application has been made to quote the warrants on the NZX Main Board and this is expected to occur on
Thursday, 23 March 2023, under the ticker code “NZLWA”.
In addition, $25.2M further debt will be raised via Rabobank, with total facility limits expected to increase to
approximately $131.0m.
NZL has received indications of interest from a recent European Roadshow in Germany, Luxembourg and
Switzerland which provides the Board of NZL with confidence that should shareholders not wish to take up their
rights in NZL that the Company can access capital, expand its asset base as planned and further broaden its share
register.
A detailed forestry acquisition and equity raising presentation is available at: https://www.nzrlc.co.nz/reports-
presentations
Dividend
NZL will pay a half year dividend of 2.03 cps for the period 1 July – 31 December 2022. An increase of +27% on
the previous six month period (1 January 2022 - 30 June 2022).
The dividend will be paid on Friday, 10 March 2023, with a record date of Tuesday, 7 March 2023. There will be no
Dividend Reinvestment Plan (DRP) offered for this dividend.
NZL is currently forecasting dividends as follows for FY23 (for the year ending 31 December 2023) and FY24 (for
the year ending 31 December 2024):
*6 month period from 1 July 2022 to 31 December 2022.
**6 month period from 1 January 2022 to 30 June 2022.
***Based on the rights offer price of $1.00
1
AFFO is a proxy for free cash flow commonly used by real estate investment trusts. AFFO is intended to provide investors with a clearer picture of
the company’s dividend paying ability
FY23FY24
Net Dividend4.0 - 4.5 cps5.0 - 5.5cps
Net Dividend Yield
***
4.0% - 4.5% 5.0% - 5.5%

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Nil Impact from Extreme Weather Events
New Zealand has had a series of extreme weather events in the last month. NZL’s properties have been
unaffected and the forestry acquisition was also unscathed.
Outlook
NZL’s strategy is to own quality rural land in New Zealand, grow and diversify its portfolio while delivering
attractive risk-adjusted returns.
NZL’s leases incorporate regular, uncapped, CPI reviews. That means higher inflation results in higher than
anticipated rental growth. And NZL is insulated from inflation-impacted and all other operational on-farm costs by
owning only the land.
Post the forestry acquisition NZL forecasts FY23 AFFO of between $6.0m and $6.5m and FY24 AFFO rising to
$8.0m to $8.5m. NZL has hedging arrangements in place for 39% of its total borrowings at an average all in cost
of 4.5%. NZL’s remaining debt is borrowed on a floating rate at an average all in cost of 6.3%. NZL’s weighted
average interest cost (fixed and floating) is 5.6%.
From 1 July 2024, NZL will start to see the positive impact of rental growth with approximately 55% of the portfolio
(by lease income) due for CPI review. These reviews are CPI-indexed. CPI accumulated since the leases began (1
June 2021) totals +12.6% to 31 December 2022 and is forecast by the market to be more than +18% for the three
years to 30 June 2024.
The outlook for NZL remains extremely positive, NZL continues discussions with international investors via Perella
Weinberg Partners in New York and NZL Director Christopher Swasbrook who is leading a European investor
expansion programme for the company.
Rob Campbell
Chair
For further information please contact:
Richard Milsom
Mobile: 021 274 2476
Email: richard@nzrlm.co.nz
or
Christopher Swasbrook
Mobile: 021 928 262
Email: chris@nzrlc.co.nz

Financial Result and Company Webinar Update NZL – Frankfurt Dual Listing

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.