2023 Annual Meeting

2023 Notice of Annual Meeting of Shareholders
The Annual Shareholder Meeting of New Zealand Rural Land Company Limited (NZL.NZX) will be held at Link
Market Services’ Offices, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 on Friday, 23 June 2023
commencing at 12:00pm (Meeting).
Important Dates and Times
All times are in New Zealand time.
Latest time for receipt of Proxy Forms:
21 June 2023, 12:00pm.
Annual Shareholder Meeting:
23 June 2023, 12:00pm.
AGENDA
A. Chair’s introduction.
B. Presentation to shareholders.
C. Questions.
D. Resolutions.
To consider and, if thought fit, to pass the following ordinary resolution:
1. Re-Election of Rob Campbell: that Rob Campbell, who retires as a Director in accordance with NZX Listing
Rule 2.7.1 and NZL’s constitution, and being eligible, be re-elected as a Director of NZL.
2. Re-Election of Christopher Swasbrook: that Christopher Swasbrook, who retires as a Director in accordance
with NZX Listing Rule 2.7.1 and NZL’s constitution, and being eligible, be re-elected as a Director of NZL.
3. Re-Election of Sarah Kennedy: that Sarah Kennedy, who retires as a Director in accordance with NZX Listing
Rule 2.7.1 and NZL’s constitution, and being eligible, be re-elected as a Director of NZL.
4. Auditor’s Remuneration: that the Board be authorised to fix the fees and expenses of the
Company’s Auditors.
E. Close.
E: info@nzrlc.co.nz | T: +64 9 217 2905
www.nzrlc.co.nz

EXPLANATORY NOTES
The resolutions at the meeting primarily deal with the retirement and re-election of NZL directors in accordance
with the NZX Listing Rules. In reviewing and approving this notice of meeting the Board has also reviewed and
updated the NZL Board Charter. The updated Board charter will shortly be available on the NZL website at
https://www.nzrlc.co.nz/company-information.
Resolution One: Re-Election of Director Rob Campbell
Rob Campbell, appointed in September 2020, retires by rotation at the Meeting in accordance with NZX Listing
Rule 2.7.1 and, being eligible for re-election, offers himself for election as Director of the Company. The Board
considers Rob to be an Independent Director. The Board unanimously supports the re-election of Rob.
Appointed in September 2020, Rob has more than 30 years’ experience in investment management and
corporate governance. He is the Chair of Ara Ake and Chancellor of Auckland University of Technology. Rob
trained as an economist and has worked in a variety of capital market advisory and governance roles over a long
period. Rob holds a Bachelor of Arts with First Class Honours in Economic History and Political Science and a
Masters of Philosophy in Economics.
Resolution Two: : Re-Election of Director Christopher Swasbrook
Chris Swasbrook, appointed in September 2020, retires by rotation at the Meeting in accordance with NZX Listing
Rule 2.7.1 and, being eligible for re-election, offers himself for election as Director of the Company. The Board
considers Chris to not be an Independent Director. The Board unanimously supports the re-election of Chris.
Chris is one of the founders of New Zealand Rural Land Management. He is also the founder and managing
director of Elevation Capital Management. He was previously a Partner of Goldman Sachs JBWere Pty, co-head
of institutional equities at Goldman Sachs JBWere (NZ) and a foundation broker of the NZX. He has been a board
member of the Financial Markets Authority since 2019. He is also a director of Bethunes Investments Limited
and SwimTastic Limited. Chris holds a Bachelor of Commerce in Economics and has undertaken post graduate/
executive education courses at The University of Auckland, Columbia University, New York University, London
School of Economics and the Harvard Kennedy School.
Resolution Three: Re-Election of Director Sarah Kennedy
Sarah Kennedy, appointed in September 2020, retires by rotation at the Meeting in accordance with NZX Listing
Rule 2.7.1 and, being eligible for re-election, offers herself for election as Director of the Company. The Board
considers Sarah to be an Independent Director. The Board unanimously supports the re-election of Sarah.
Sarah is the Founder & CEO of Calocurb Limited, a direct to consumer company selling internationally. She is
the former CEO of Lifestream International, a New Zealand-owned company specialising in bioavailable, ethical,
plant-based health foods. Sarah has also been chief executive of Designer Textiles International. From 2011 to
2014, she held a number of senior roles with Fonterra, such as vice president of international farming based in
China, managing director of dairy nutrition, and managing director of RD1 — Fonterra’s chain of rural retail stores.
Before that, Sarah was managing director of Healtheries/Vitaco for a decade. Sarah holds a Bachelor of Veterinary
Science with Distinction, a Post Graduate Diploma in Finance and Marketing, and a MBA (Sloan Fellow) from MIT
Sloan School of Management.
E: info@nzrlc.co.nz | T: +64 9 217 2905
www.nzrlc.co.nz

Resolution Four: Auditor’s Remuneration
Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed
as auditor of NZL at the Meeting. This resolution authorises the Board to fix the fees and expenses of
PricewaterhouseCoopers as NZL’s auditor in accordance with section 207S of the Companies Act 1993
PROCEDURAL NOTES
Voting
All resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority (greater
than 50%) of the votes of those shareholders entitled to vote and voting on the resolutions online or by proxy.
Results of the voting will be available after the conclusion of the Meeting and will be notified to the NZX.
Casting your Vote
You may cast your vote in one of two ways described below. You may abstain from voting on the resolution.
All shareholders are entitled to attend and vote at the Annual Meeting or to appoint a proxy (who need not be a
shareholder of the Company) to attend and vote on their behalf.
Appointing a proxy:
You may appoint a proxy to attend the Meeting and vote on your behalf. Visit https://investorcentre.
linkmarketservices.co.nz/voting/NZL to lodge your proxy.
Proxies
A proxy does not need to be a shareholder of NZL.
The Chair of the Meeting (Mr. Rob Campbell) and any of the other Directors are prepared to act as proxy. Where
any Director is appointed as a discretionary proxy, each of the directors intends to vote in favour of the Resolution.
If you do not name a person as your proxy (but have otherwise completed the Proxy Form in full) or your named
proxy does not attend the meeting, the Chair will be appointed your proxy and will vote in accordance with your
express direction. Any undirected votes will be voted in accordance with the Chair’s discretion.
A corporation which is a shareholder may appoint a representative to attend the Meeting on its behalf in the same
manner as it could appoint a proxy.
E: info@nzrlc.co.nz | T: +64 9 217 2905
www.nzrlc.co.nz

Proxy Form
To appoint a proxy or a representative, you should complete and sign the enclosed Proxy Form and either return it
by delivery, mail or email to the share registrar of NZL:
By delivery:
New Zealand Rural Land Company Limited
C/- Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
New Zealand Rural Land Company Limited
C/- Link Market Services Limited
PO Box 91976
Auckland 1142
By email:meetings@linkmarketservices.com (please put the words “NZL Proxy Form” in the
subject line for easy identification).
You may also lodge your proxy online at https://investorcentre.linkmarketservices.co.nz/voting/NZL. You will
require your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to
have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received by Link Market Services no later than 48 hours before the Meeting,
being 12:00pm on Wednesday, 21 June 2023. 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 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 12:00pm on Wednesday, 21 June
2023.
E: info@nzrlc.co.nz | T: +64 9 217 2905
www.nzrlc.co.nz

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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 1142
Auckland 1010


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 Friday, 23 June 2023 commencing at 12pm (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 Wednesday, 21 June 2023 at 12pm.
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
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.


CSN/Holder Number: «Holding_No»

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«Reg_Line_1»
«Reg_Line_2»
«Reg_Line_3»
«Reg_Line_4»
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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
Friday, 23 June 2023 at 12pm 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. Re-Election of Rob Campbell: that Rob Campbell, who retires as a
Director in accordance with NZX Listing Rule 2.7.1 and NZL’s constitution,
and being eligible, be re-elected as a Director of NZL.
   
2. Re-Election of Christopher Swasbrook: that Christopher Swasbrook,
who retires as a Director in accordance with NZX Listing Rule 2.7.1 and
NZL’s constitution, and being eligible, be re-elected as a Director of NZL.
   
3. Re-Election of Sarah Kennedy: that Sarah Kennedy, who retires as a
Director in accordance with NZX Listing Rule 2.7.1 and NZL’s constitution,
and being eligible, be re-elected as a Director of NZL.
   
4. Auditor’s Remuneration: that the Board be authorised to fix the fees and
expenses of the Company’s Auditors.

   
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, will have the opportunity to ask questions during the Meeti ng. 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 Wednesday, 21 June 2023
at 12pm.
Questions:


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

or duly authorised officer or att orney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name
_________________________________________ Contact Daytime Telephone _____________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below
.
CSN/Holder Number: «Holding_No»

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