Notice of Annual Meeting

2024 Notice of Annual Meeting of Shareholders

The Annual Shareholder Meeting of New Zealand Rural Land Company Limited (NZL.NZX) will be held virtually via
the Link Virtual Meeting Platform at http://www.virtualmeeting.co.nz/nzl24 on Friday, 24 May 2024, commencing at 12pm (the
Meeting).
AGENDA
A. Chair’s introduction.
B. Presentation to shareholders.
C. Questions.
D. Resolutions.
To consider and, if thought fit, to pass the following ordinary resolutions:
1. Re-Election of Tia Greenaway: that Tia Greenaway, 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. Auditor’s Remuneration: that the Board be authorised to fix the fees and expenses of the
Company’s Auditors.

E. Close.


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.

Resolution One: Re-Election of Director Tia Greenaway

Tia Greenaway, appointed in September 2021, retires by rotation at the Meeting in accordance with NZX Listing
Rule 2.7.1 and, being eligible for re-election, offers herself for re-election as Director of the Company. The Board
considers Tia to be an Independent Director. The Board unanimously supports the re-election of Tia.

Tia Greenaway is the CFO for Tupu Angitu Ltd, the commercial arm of Lake Taupō Forest Trust. Tia has broad
experience in the Māori sector and holds various roles on Iwi and Ahu Whenua Trusts and Committees operating
mainly in farming, forestry and property management. Tia is a member of Chartered Accountants Australia and
New Zealand, has a background in climate change mitigation and adaptation and is passionate about improving
wellbeing outcomes for our taiao and our communities.

Resolution Two: Auditor’s Remuneration
Pursuant to section 207T of the Companies Act 1993, William Buck is automatically reappointed as auditor
of NZL at the Meeting. This resolution authorises the Board to fix the fees and expenses of William Buck 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 online and vote on your behalf. Visit https://investorcentre.

linkgroup.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.

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.linkgroup.nz/voting/NZL. You will require
your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to have
signed the Proxy Form by lodging it in accordance with the instructions on the website.

The completed Proxy Form must be received by Link Market Services no later than 48 hours before the
Meeting, being 12pm on Wednesday, 2 2 May 2024. Online proxy appointments must also be completed by
this time. Registered shareholders at that time will be the only persons entitled to vote at the Meeting and only
the shares registered in those shareholders’ names at that time may be voted at the Meeting.

SHAREHOLDER QUESTIONS
Shareholders attending the meeting virtually will be given the opportunity to raise questions. Shareholders
may also submit written questions on the bottom of the Proxy Form. The main themes will be aggregated
and responded to at the Meeting.

Alternatively written questions can be sent online at https://investorcentre.linkgroup.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 o f
annual shareholder meeting, or any written questions that are not received by 12pm on Wednesday, 22 May
2024.

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LODGE YOUR PROXY

Online:
https://investorcentre.linkgroup.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 online on Friday, 24 May 2024 commencing at 12pm
(NZT) via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/nzl24. To attend online via the virtual
meeting platform, you will require your CSN/Holder Number for verification purposes.

If you are not attending the Meeting, online 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, 22 May 2024 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.linkgroup.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.

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) (E-mail address)

Or failing that person __________________________________________at ____________________________________________________
(Full Name) (E-mail 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, 24 May 2024 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 Tia Greenaway: that Tia Greenaway, 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. 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, online will have the opportunity to ask questions during the Meeting. If you cannot
attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkgroup.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, 22 May 2024 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 attorney 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.