Independent Capital Review and Capital Management Framework

2 February 2026


Independent Capital Review and Capital Management Framework

New Zealand Rural Land Company Limited (NZX: NZL) advises that KPMG has completed an
independent capital review commissioned by the Board, as part of its five-year review process. KPMG’s
report on its capital review is attached.
The review considered market feedback, valuation drivers and capital management settings. The review
indicated that NZL is primarily valued by investors on the sustainability and reliability of its cash yield,
with asset values and NTA viewed as secondary considerations. The review also reinforced the
importance of scale and liquidity, provided growth is accretive on a per-share basis.

Capital Management Framework

Following the review, the Board has endorsed a strategic and capital management framework for NZL’s
next phase.
Chair Rob Campbell said, “The capital management framework will guide our decision-making on
acquisitions, dividends and share buybacks going forward.”

Strategic Positioning

NZL is focused on delivering consistent earnings and dividend growth from ownership and leasing of
productive rural land assets.

Dividend Policy

NZL has adopted a revised dividend policy targeting distributions of approximately 90-100% of AFFO,
paid quarterly, consistent with sector practice. The policy is designed to provide greater predictability
and transparency for shareholders and will only be suspended in extreme circumstances.
At a recent VWAP of $1.07 per share, and adopting the mid-point of distributing 95% of AFFO under the
new dividend policy, the cash yield would increase from 4.0% to 4.7% per share.
1

Alongside the revised dividend policy, the Board has resolved to take a more dynamic approach to the
Dividend Reinvestment Plan (DRP). The Board will confirm whether the DRP will apply at each dividend
announcement, having regard to the Group’s capital requirements and any potential dilution to earnings
and NTA. This approach broadly aligns with other listed property vehicles in New Zealand.


1
Assumes the mid-point of the previous FY25 AFFO guidance of $7.5m - $8.0m.

Capital Management and Scale

Future capital management decisions will be guided by disciplined AFFO per-share accretion:
• New equity will only be raised where it is forecast to be accretive to AFFO per share;
• Growth in scale will be pursued to improve liquidity and market relevance, but not at the expense
of yield or per-share returns; and,
• Share buybacks and alternative uses of capital will be assessed using a yield-based framework
that compares the risk-adjusted returns of buybacks versus asset acquisitions.

This framework aligns NZL’s strategy with broader market expectations and supports the delivery of
sustainable long-term shareholder value.

NZL will maintain current leverage targets.

Communication

NZL will continue with its communication programme and will include additional information on the
portfolio and tenants to improve education and transparency.

Board Review
The Board has commenced a review of its performance and composition, working with Propero
Consulting. This will be completed in the first half of 2026.

For and on behalf of the Board,


Rob Campbell
Chair

---

Capital Review
New Zealand Rural Land Co.
January 2026

2
Document Classification: KPMG Confidential
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Private & Confidential 30 January 2026
The Directors
New Zealand Rural Land Company Limited
Level 4, 131 Queen Street
Auckland 1010
c/- Rob Campbell, Board Chair (by email: rob@tutanekai.com)
Dear Rob,
Capital Review
In accordance with our engagement letter dated 9 September 2025, we enclose our report setting out our key findings in relation to the agreed scope for the NZRLC Capital Review.
While the market feedback we have received has been generally positive on NZRLC’s underlying investment thesis and operational performance, NZRLC’s inconsistent dividend and
capital management history has had a detrimental impact on investor confidence. Over the course of the Capital Review, NZRLC’s dividend yield has been consistently noted by
market participants as the most important factor driving the share price. We expect that evidence of delivering consistent and growing dividends over time (and therefore also
demonstrating lower risk) should drive greater market demand for NZRLC’s shares and a lower required yield (higher share price).
In addition, NZRLC’s relatively small size presents a challenge for garnering sufficient investor engagement and demand. If NZRLC is to achieve its stated longer term strategic
ambitions, it will need to grow.
While NZRLC’s material discount to NTA was one of the factors that prompted the Capital Review, market feedback indicated that the discount to NTA, in and of itself, was viewed as
less relevant for current valuation purposes. The current share price is at a $0.50 (~30%) discount to NTA, which can arguably be explained by: the value of the management contract
(estimated at ~30 cps); NZRLC’s dividend payout ratio relative to peers; absolute scale (market capitalisation), relative liquidity and index exclusion. Ultimately, the required yield
profile implied by the current share price exceeds the returns provided by NZRLC’s assets (which partly reflects investor perceptions of inconsistent dividends, complexity and
associated risks). NZRLC’s current share price (and the investor yield requirements it implies) presents an impediment to making accretive acquisitions (without moving further up the
risk curve) and to raising new equity (which, in turn, restricts NZRLC’s ability to grow).
The Capital Review considered the merits of various strategies for NZRLC to pursue to increase shareholder value. Irrespective of which strategic direction NZRLC pursues, we
believe there are a number of actions that NZRLC could take, which are low cost and low risk (i.e. ‘no regrets’ actions), that should help improve market engagement, potentially
improve liquidity and strengthen NZRLC’s track record (noting, however, this may take time to be reflected in the share price).
Please do not hesitate to contact the undersigned at any point to discuss this report.
Yours sincerely
David Shields Matt Newman Mark Pearce
Partner Director Partner
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory
2

3
Document Classification: KPMG Confidential
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Contents
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Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
4
4
12
12
16
16
19
19
23
23

Key findings
Key findings
01
01
5
4

5
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Purpose and objectives of the Capital Review
Background
▪The Board of New Zealand Rural Land Company Limited (the “Engaging Party”, “Company”, “NZRLC” or “NZL”) has commissioned KPMG to undertake a
capital review (“Capital Review”) with the primary aim of articulating the perceived issues currently faced by NZRLC. Specific related topics considered in the
Capital Review include capital management, dividend policy and investor perspectives
Objectives of the Capital Review
▪Articulate the issues that NZRLC is currently facing, particularly from a share price performance perspective
▪Identify possible reasons for the divergence between NZRLC’s share price and its underlying asset backing
▪Identify, and assess the merits of potential strategic options to improve the value of NZRLC and/or its shares, including consideration of the potential impacts
on NZRLC’s share price relative to underlying assets
▪Seek and distill feedback from shareholders, and potentially other market participants, on the above topics
Limitations and caveats to the Capital Review
▪We note that given the relatively low liquidity of NZRLC’s share trading, the daily closing price of shares may not necessarily reflect a ‘fair market’ value. As
such, any analysis involving metrics related to NZRLC’s share price should be viewed with caution
▪All market data has been calculated as at 31 October 2025, including the market close NZRLC share price of $1.11. At the date of finalising our report
NZRLC’s shares were trading at $1.085. We do not consider that this difference would materially alter our analysis or conclusions.
▪KPMG has not provided any commentary or opinions on tax matters (e.g. dividend imputation, PIE status, etc.)
▪Financial information and associated analysis throughout this Capital Review is presented on a 100% consolidated basis, including Roc Partners’ interest,
unless otherwise specified
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
5

6
Document Classification: KPMG Confidential
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
60%
70%
80%
90%
100%
GMT
PFI
VHP
NZL
ARG
IPL
KPG
SPG
PCT
0%
1%
2%
3%
4%
5%
6%
GMT
PFI
VHP
NZL
ARG
IPL
KPG
SPG
PCT
0%
2%
4%
6%
8%
10%
GMT
PFI
VHP
NZL
ARG
IPL
KPG
SPG
PCT
Key findings (1/6)
▪In our discussions with market participants, NZRLC’s dividend yield has been consistently noted as the most important factor driving the share price (i.e. NZRLC
is viewed as a yield stock) and this has been reflected in NZRLC’s relatively flat forward dividend yield (see page 19)
▪NZRLC’s share price performance reflects a ~320 basis point spread over the yield on 10-year government bonds
1
. Market feedback, and KPMG analysis,
indicate that the prevailing interest rate environment and NZRLC’s forecast dividend per share are the primary drivers of share price performance (i.e. yield has
greater importance than NTA)
▪We note that NZRLC provides investors with exposure to a differentiated and arguably lower long-term risk asset class (productive rural land, particularly
pastoral), relative to other NZ LPV peers, but this is not currently reflected in a lower risk premium or a lower yield spread. Achieving a share price closer to NTA
would likely require investors ascribing a lower yield to NZRLC than other LPVs (and this may take time to be reflected in the share price)
▪We expect that evidence of delivering consistent and growing dividends over time (and therefore also demonstrating lower risk) would be required to drive
market demand for NZRLC’s shares and a lower required yield / higher share price, and therefore greater support for any future equity raising activity
Share market positioning – Dividend yield
Forward gross dividend yield
2, 3
Source: NZX, CapIQ, KPMG analysis
Forward AFFO payout ratio
3
Forward AFFO per share/Price
3
Average
5.1%
Average
91.7%
Average
7.1%
Note:
1.The one-year forward dividend yield spread ranges from 1.5% to 4.8%, with a median of 3.1% and an average of 3.2%. The calculations cover the period from 30 September 2021 (the earliest available
data) to 26 May 2023, and from 29 February 2024 to 31 October 2025, excluding the dividend suspension period
2.The forward gross dividend yield is 33% tax-adjusted based on the forward cash yield
3.Since APL is in the value realisation/wind-down stage, we have excluded it from the graph
NZRLC’s yield is
in line with the
sector average
NZRLC’s payout
is below peers
NZRLC’s AFFO
per share is high
relative to its
share price
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
6

7
Document Classification: KPMG Confidential
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Key findings (2/6)
Perspectives of market participants
▪We undertook soundings of key institutional shareholders, equity research analysts, relevant investment banks and other stakeholders, with all shareholders
being offered the opportunity to provide feedback directly in writing
▪A visual summary of the core thematics of the market feedback is presented on the following page
▪The market is generally positive on:
‒The underlying thesis / proposition (long run secular trends around NZ arable land, accessible listed exposure, uncorrelated to many other property
classes, strong anchor in land value, low capex / depreciation)
‒Operational performance (NZRLC has largely done what it said it would: acquired properties, found good tenants, and grown AFFO)
‒CPI linked rentals (stability and predictability), not exposed to inherent farming volatility (market consistently expressed that it does not want direct
exposure to short term agriculture risk in NZRLC), hedge against impact of interest rate movements
▪Market participants expressed criticism across a range of topics with relative consistency on the following topics:
‒NZRLC’s dividend policy being viewed as unstable (dividend suspension and change in policy range) and inconsistent (combination of dividends,
buybacks and a DRP) – while noting that some institutions look through to AFFO rather than focussing on dividends, although this does not appear to be
reflected in pricing (see dividend and AFFO yield charts on previous page)
‒Scepticism over revaluation gains (overall validity of valuations given limited observable transactions in rural sector, use of management assumptions,
sensitivity to future carbon price assumptions), and therefore a desire for greater transparency and more detail
‒Pursuing increasingly higher yielding / riskier investments
‒Raising capital at a discount to adjusted NTA (views ranging from slightly unfavourable to very negative)
‒Overall size and liquidity
▪We also note that the market was not particularly concerned with the following topics (which we had hypothesised might be viewed negatively):
‒External management (viewed as roughly cost-equivalent to internal management, and known at IPO)
‒While NZRLC’s material discount to NTA was one of the factors that prompted the Capital Review, market feedback indicated that the discount to NTA,
in and of itself, was viewed as less relevant for current valuation purposes – more focused on cash flow and dividends
‒The Roc Partners transaction was generally viewed positively (good pricing signal, positive endorsement), but noting the structure added complexity
‒Use and extension of warrants was of limited concern to most respondents
Source: Shareholder / stakeholder interviews, KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
7

8
Document Classification: KPMG Confidential
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Governance
Key findings (3/6)
Core thematics of market feedback
▪The market views NZRLC’s investment thesis positively and believes that, operationally, NZRLC has delivered to expectations at IPO
▪The material negative perspectives relate to dividend policy and equity capital management (both directly within NZRLC’s control) and, to a lesser
extent, scale and liquidity of NZRLC’s shares
Source: Shareholder / stakeholder interviews, KPMG analysis
PositiveNegative
Materiality
Dividend policy
Scale and
liquidity
Valuation and
transparency
Tenant quality
Investment
thesis
Roc Partners
deal
Equity capital
management
Management
and operational
performance
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
8

9
Document Classification: KPMG Confidential
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
NTA as at Jun-25
Deduct management
overhead (1)
Adjusted NTAShare price
1.0
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.32
Dividend payout ratio
< 100% of AFFO
Scale (market
capitalisation, liquidity and
NZX50 inclusion)
Market sentiment
including market
expectations of
valuation downgrades or
scepticism of valuations
Value gap
1.61
(0.30)
1.32
1.11
Required return profile
Key findings (4/6)
▪NZRLC has historically traded at a discount to NTA (which has expanded over time – see page 16) and the current share price is at a ~30% discount to NTA.
This discount can arguably be explained by:
‒The value of the management contract (estimated at ~30 cps);
‒NZRLC’s relative dividend payout ratio vs. comparable investments (80% of AFFO vs. peers at 90-100%) (see page 22);
‒Absolute scale (market capitalisation), relative liquidity and index exclusion, however, we note these are difficult to reliably quantify; and
Ultimately, the required yield profile implied by the current share price exceeds the returns provided by NZRLC assets (i.e. the market currently requires a
higher dividend yield, which may in part reflect investor perceptions of inconsistent dividends, complexity and associated risks)
▪Equity research analysts indicated less concern with the discount to NTA as they:
‒Adjust NTA for the valuation of the management contract; and
‒Tend to focus on the dividend and dividend yield as the primary driver of the share price (and particularly relevant for retail investors)
Share market positioning – Share price to NTA
Source: NZRLC FY25 Interim report, KPMG analysis
Note: The capitalised value of management fees was estimated assuming an NTA implied WACC of ~6% and an inflation rate of ~2%.
NZRLC’s NTA vs. Share price
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
9

10
Document Classification: KPMG Confidential
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Key findings (5/6)
▪The extent of the share price discount to NTA has been cited by the market as an impediment to raising new equity and, as a result, has restricted NZRLC’s
ability to grow (while noting that NZRLC has many positive factors supporting it as a listed entity e.g. institutional shareholding, market research)
▪At lower share prices (larger discount to NTA), the rental yield required to deliver an AFFO accretive transaction increases. In other words, at a lower share
price, AFFO accretion can only be achieved by pursuing a higher yield / higher risk profile (not expected to be available in the dairy / pastoral sector)
▪This presents a growth challenge for NZRLC at the current share price. NZRLC will either need to acquire higher yielding (higher risk) assets in order to
deliver an AFFO-accretive transaction, or focus on narrowing the discount to NTA (which we expect would require delivering stable and growing dividends
over time)
Constraints on growth – Equity raising support
Conditions precedent for an NZRLC equity raising
▪Based on the feedback from our market engagement, we consider the following conditions would need to be met in order for NZRLC to successfully raise
new equity to acquire a scale asset / portfolio:
‒A quality asset, which is on-strategy and improves portfolio quality and composition
‒A strong tenant with a simple, and long-dated, lease agreement
‒The transaction results in AFFO per share accretion (typically a threshold metric), while keeping leverage inside the target band
‒Any equity raising is pro rata with the ability to receive value for sold rights (e.g. through rights trading or a shortfall bookbuild)
‒Supportive institutional investors (existing investors and ideally new investors (introduced via the bookbuild process and/or underwriting)), and noting that
the level of support will be a function of the above
Source: : Shareholder / stakeholder interviews, KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
1
0

11
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Key findings (6/6)
▪Valuation "teach-ins“ to improve shareholder
understanding & confidence
▪Reinforce underlying agricultural investment
thesis
▪Bias towards disclosing more detail on asset
acquisitions
▪Maintain a transparent capital management
policy
▪Ensure visibility of tenant quality
‘No regrets’ actions
▪We observe that NZRLC’s main challenges are its inconsistent dividend and capital management history (and resulting erosion of investor confidence), and
its overall scale (market capitalisation) and relevance, which create impediments to further growth and shareholder returns
▪The completion of the Capital Review provides NZRLC the opportunity to reset market expectations. We see this as broadly a choice between: (1) pursuing
growth via acquisitions to achieve scale (funded by balance sheet capacity and new equity – noting the challenges to raising equity at current share price
levels), or (2) consolidate NZRLC’s current position, with a focus on disciplined capital management, while taking a more patient stance on acquisitions
▪Option 1 would allow NZRLC to achieve greater scale faster but would likely require raising new equity at a higher discount to NTA, while Option 2 should
drive share price appreciation over time and therefore new equity to fund growth could be raised at a lower discount to NTA in the future
▪The Capital Review considered the merits of various strategies for NZRLC to pursue to increase shareholder value and to ultimately improve the share price
/ narrow the discount (e.g. amending dividend policy, share buybacks, raising new equity, etc.)
▪Irrespective of which approach NZRLC pursues, we believe there are a number of actions that NZRLC could take, which are low cost and low risk (i.e. ‘no
regrets’ actions), but are expected to help improve market engagement, potentially improve liquidity and strengthen NZRLC’s track record
Shareholder communications
Stability and confidenceSelective asset recycling
▪Increase dividend payout ratio to align more
closely with NZ LPV peers and maintain a
consistent dividend policy over time
▪Consider board composition with credible
property / agriculture expertise
▪Keep asset acquisition and lease structures
simple
▪Continue to monitor and evaluate
opportunities to recycle capital where doing
so would be value accretive (having regard to
the mix of asset subclasses and overall risk
profile of the portfolio)
▪Disposals at book value or higher may
provide helpful proof points for investors to
enhance confidence in the overall NTA value
Source: KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
1
1

Performance since IPO
Performance
since IPO
02
02
13
12

13
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
* 30 June 2025 AFFO figures are for the six months to 30 June only, not a full 12 month period.
Source: Management, NZRLC annual reports and investor presentations, KPMG analysis
NZRLC’s operational execution since IPO
31 December 202131 December 202231 December 202331 December 202430 June 2025
Hectares owned9,72210,65114,75417,08317,076
Value of properties ($’000)199,554267,360346,281400,448416,736
Number of tenants57899
Asset type (% of land area)
% of dairy100%100%79%66%67%
% of forestry0%0%21%33%32%
% of orchards0%0%0%1%1%
Asset location (% of land area)
% in North Island0%0%21%34%33%
% in South Island100%100%79%66%67%
WALT (years)10.39.012.712.512.3
Occupancy (%)100%100%100%100%100%
AFFO ($’000)1,4594,7126,0599,3485,442*
AFFO per share ($ per share)1.453.834.354.942.70*
Since listing, NZRLC has expanded its portfolio and diversified in terms of geography and sector. WALT and
occupancy have remained stable throughout the period
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
1
3

14
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0.6
0.7
0.8
0.9
1.0
1.1
Dec 20
Jun 21
Dec 21
Jun 22
Dec 22
Jun 23
Dec 23
Jun 24
Dec 24
Jun 25
NZL
NZ REIT Index
0.6
0.7
0.8
0.9
1.0
1.1
Dec 20
Jun 21
Dec 21
Jun 22
Dec 22
Jun 23
Dec 23
Jun 24
Dec 24
Jun 25
NZL
Gross NZ REIT Index
How has NZRLC performed since listing?
Despite trading down immediately after IPO, NZRLC’s share price broadly tracked the NZ REIT Index, with
periods of underperformance aligning with the dividend suspension
Note: Gross Adjusted Close Price (left chart) is adjusted for historical dividends and corporate actions. It represents the return that would have been delivered to a shareholder if they had reinvested all
cash dividends and participated in all capital raisings in proportion to their shareholding. The unadjusted close price (right chart) does not account for dividends or corporate actions and reflects the
dilutionary impact on shareholders who did not participate in capital raises.
Source: NZX, CapIQ, KPMG analysis
NZRLC’s gross adjusted close price performance relative to
gross NZ REIT Index (rebased to 1 as at 21 December 2020)
NZRLC’s close price performance relative to NZ REIT Index
(rebased to 1 as at 21 December 2020)
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback

15
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
How has NZRLC performed since listing?
Since June 2022, the gap between NZRLC’s share price and NTA per share has widened significantly, with growth in
NTA per share not being reflected in the share price
1
Apr 21: NZRLC signs conditional agreement to acquire 14 large scale dairy
assets
Sep 21: NZRLC completed rights issue (and shortfall placement) at $1.10,
raising $38.8m. The increase in NTA was primarily driven by revaluation
gains of ~$17m from dairy assets and operating profits of ~$15m
Jun 22: Capital raising via a 1-for-5 accelerated renounceable entitlement
offer at $1.05 to fund the purchase of dairy farms
Aug 22: FY22 results released, including a 17.2% increase in NTA per
share, primarily driven by ~$35m in revaluation gains from dairy assets
and operating profits of ~$40m
Mar 23: Capital raising via a 1-for-3 accelerated renounceable
entitlement offer at $1.00, warrant issuance and Frankfurt dual listing
May 23: Dividend suspension and share buyback programme
announced
Jan 24: NZRLC agrees to sell a 25% interest in its land portfolio to
Roc Partners
Aug 25: Announcement of the Capital Review and divestment of two
pastoral farms at a premium to book value
3
4
6
7
8
2
5
0.6
0.8
1.0
1.2
1.4
1.6
1.8
Dec 20
Jun 21
Dec 21
Jun 22
Dec 22
Jun 23
Dec 23
Jun 24
Dec 24
Jun 25
Share price
NTA/Share
NZRLC share price and NTA per share since listing
1
1
6
7
8
3
4
5
2
Note:
1.NTA presented here is based on timing of NTA being released to market
Source: Product Disclosure Statement, NZX, KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
1
5

Share price drivers
Share price drivers
03
03
17
16

17
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
(60%)
(40%)
(20%)
0%
20%
40%
60%
2005
2007
2009
2011
2013
2015
2017
2019
2021
2023
ARG
GMT
IPL
KPG
PCT
PFI
SPG
VHP
NZL
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20052007200920112013201520172019202120232025
ARGGMTIPLKPGPCTPFISPGVHPNZL
Share price discount to net asset value
1,2
What drives share prices in the property sector?
LPVs typically trade as a function of their relative dividend yield vs. prevailing interest rates (i.e. on a yield
spread basis similar to fixed income instruments). The share price to NTA ratio varies widely between companies
and over time, while dividend yield spreads in the sector exhibit more consistent patterns
Source: NZX, RBNZ, London Stock Exchange Group (LSEG), CapIQ, KPMG analysis
Note:
1.Share price discount to net asset value is calculated on a calendar-year basis. When calendar-year data is not available, financial data from the closest fiscal year-end is used
2.Between 2010 and 2015, the share price of SPG was based on its previous ticker symbol for DNZ Property Fund Limited (DNZ)
3.Peer one year forward gross dividend yield has been calculated as the one year forward (NTM) estimated dividend per share divided by the closing share price. Dividends are calculated on a gross basis,
assuming a tax rate of 33%
4.Average of each entity’s 10-year average spread
Forecast gross dividend yield spread to 10yr govt bond yield
3

Average
3.9%
4
Global financial crisis
COVID disruptions
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
1
7

18
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
One year forward gross dividend yield
NZRLC one year forward gross dividend yield
The share price of NZRLC has typically reflected a gross dividend yield range of between 6.5% and 8.0%. Dividend
yield is often an important driver of share price performance in the listed property sector and therefore, all things
being equal, a sustainable increase in NZRLC’s dividend per share would be expected to increase its share price
0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
Dec 20
Jun 21
Dec 21
Jun 22
Dec 22
Jun 23
Dec 23
Jun 24
Dec 24
Jun 25
Dividend yield
10 year govt bond yield
Dividends were suspended for six months in May 2023 to fund a share
buyback as NZRLC considered its shares to be materially undervalued
NZRLC did not expect to
pay dividends in FY21 as it
made new acquisitions and
established operations
NZRLC announces
that shareholders
should continue to
expect their first
dividend to be paid in
February 2022
Average
7.3%
Note:
1.One year forward dividend yield has been calculated as the one year forward estimated dividend per share divided by the closing share price. Dividends are presented on a gross (pre tax) basis, assuming
a tax rate of 33%
2.At any given time, forward-looking data is sourced from CapIQusing the most relevant available period: NTM, NTM+1, FY+1, or FY+2, selected to best approximate the next twelve months
3.Forward dividends prior to September 2021 are assumed to be zero as per the IPO PDS. NZRLC did not expect to pay dividends inFY21 as it made new acquisitions and established its investment
operations. NZRLC stated they would work towards paying their first dividend in 2022, depending on influencing factors
4.Dividends were suspended on 26 May 2023 and reinstated on 29 February 2024
5.Average yield of 7.3% excludes the periods where no dividend was expected
Source: NZX, RBNZ, CapIQ, KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
1
8

Capital management
Capital
management
04
04
20
19

20
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
0
1
2
3
4
5
6
Dec 21
Jun 22
Dec 22
Jun 23
Dec 23
Jun 24
Dec 24
Jun 25
AFFO per share
Dividend per share
AFFO vs Dividend growth
NZRLC AFFO and dividend growth (cents per share) – Rolling 12 months
AFFO per share has grown over time but dividends have not increased at a commensurate rate (reflecting the
suspension of dividends and subsequent reinstatement of dividends at a lower payout ratio)
Source: NZX, NZRLC financial reports and investor presentations, KPMG analysis
Note:
1.AFFO and dividends values are calculated on a two-half-year-period rolling basis
2.AFFO for interim periods have been adjusted based on full year values e.g. 6 months AFFO to June 2022 has been calculated as 12 months AFFO to June 2022 less 6 months AFFO to December 2021
3.Our analysis starts from July 2021 as this was the first period NZRLC held investment properties. The 12 months ended June 2022 reflects the first full year impact of deployment of cash into yielding assets
Dividend suspension period
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
2
0

21
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
50%
60%
70%
80%
90%
100%
NZL
APL
ARG
GMT
IPL
KPG
PCT
PFI
SPG
VHP
NZRLC dividend policy relative to sector peers
NZRLC’s dividend policy relative to peers
Note:
1.Dividend policy is presented as a percentage of cash earnings for GMT, FFO for PCT, distributable earnings for IPL and SPG, and AFFO for all other peers
2.“Historical” refers to the entire period of the company’s existence for NZL, and for the past three years for peers
3.GMT and PFI had DRP that are currently suspended
4.Dividend policies for APLandVHPare based on actual historical payout rates (i.e., FY21 and FY22 for APL, and FY22 to FY25 for VHP) as APL’s dividend policy is subject to quarterly review and dividend
policies are not disclosed for VHP
5.NZRLC maintains a selective on-market buyback program, as stated in the HY25 Presentation. The latest buyback programme was announced in May 2024 and expired in the following twelve months
Source: Peer latest annual financial reports and investor presentations, KPMG analysis
NZRLC’s dividend payout policy range is lower, and wider, than others in the sector. In addition, while the
majority of peers offer a dividend reinvestment plan, it is uncommon to simultaneously run a buyback programme
DRP
(Current)
✓✓
3
✓✓
3
✓✓
Buyback
programme
(Current)
✓
Buyback
programme
(Historical)
2
✓
(2023, 2024)
5

✓
(2022)

✓
(2022)

Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback

22
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0%
10%
20%
30%
40%
50%
60%
70%
NZL
APL
ARG
GMT
IPL
KPG
PCT
PFI
SPG
VHP
RFF
LAND
FPI
NZRLC leverage relative to sector peers
NZRLC’s leverage relative to peers
1
Source: Product Disclosure Statement, NZRLC dividend policy statement 2024, official websites, annual financial reports and investor presentations, KPMG analysis
Note
1.Leverage for LAND and FPI are not disclosed, so have been calculated as the five-year average debt / total assets. Leverage for all other peers are disclosed in latest annual reports
2.Dashed lines/boxes represent covenants for APL, PCT, SPG and LAND, and target leverage for all other peers. The blue dashed line for NZRLC represents initial target leverage of 30% (per IPO
document)
3.APL has zero leverage as all external bank debt was repaid in 2025
NZRLC’s initial target leverage stated in the IPO document was 30%. 40%
represents the updated target leverage as per the 30 June 2022 Annual Report.
The debt headroom is approximately $70m based on FY25 interim total assets of
$445m and total borrowings of $133m, assuming the capital is deployed to new
assets acquisitions
NZRLC’s leverage policy is broadly aligned with peers and can be considered conservative as it is supported
by the stability of its long-term structured leases
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
2
2

Market feedback
Market feedback
05
05
24
23

24
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Summary of market feedback (1/2)
Perception of
NZRLC as an
investment
opportunity
▪Viewed as a real estate exposure (rather than an agriculture exposure, with commensurately differentiated long-term risk and yield
profile) and therefore appropriate to sit within a property investment mandate. No market participants have stated a preference for
greater direct exposure to short term agriculture volatility being added to NZRLC’s return profile
▪Viewed as a “yield play” (and more accurately as being a stable dividend + growth investment)
▪A welcome addition to the sector and the NZX, providing a differentiated exposure relative to other property sector peers (albeit that
differentiation does not currently appear to reflected in pricing of NZRLC’s shares)
▪Positive that NZRLC has delivered on its stated strategy for acquisitions and leasing
Following our engagement with the market, we summarise below the key themes relating to the market’s
perception of NZRLC’s position and recent performance
Critique of
NZRLC
investment
structure and
portfolio
▪The market is broadly positive on the Roc Partners transactions (e.g. price achieved being NTA less the cost of the management
contract and the benefit of having Roc Partners effectively validate (and co-fund) future acquisitions)
▪Some market participants have noted the complexity of the put / call option arrangements and the reduction of cash earnings (and
also noting some risk with crystalising value (counterparty credit risk))
▪Some market participants have also noted that greater diversity across portfolio sub-sectors is not necessarily positive as it arguably
creates additional complexity (e.g. harder to value forestry) and higher risk
Critique of
capital market
issues
▪Most respondents have noted the challenges with the relatively low market capitalisation of NZRLC (and the resulting impact on
liquidity and overall market relevance)
▪The persistent share price discount to NTA has been noted as disappointing and also noted as an impediment to raising future
equity (higher return required / higher cost of capital)
▪Equity research analysts indicated less concern with the discount to NTA as they (1) adjust NTA for the valuation of the
management contract and (2) tend to focus on the dividend as the primary driver of the share price
▪Some participants have noted that NZRLC’s shares may trade with an “overhang” whereby NZRLC will look to raise equity if the
share price discount to NTA tightens (and this may act as an impediment to share price appreciation)
▪Most respondents perceive NZRLC as having an “erratic” dividend policy noting the change in payout ratio, the suspension of the
dividend (viewed negatively) and the simultaneous use of buybacks and a dividend reinvestment plan (both reducing and increasing
equity)
Source: Shareholder / stakeholder interviews, KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
2
4

25
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Summary of market feedback (2/2)
Following our engagement with the market, we summarise below the key themes relating to the market’s
perception of NZRLC’s position and recent performance
Critique of
governance
▪While the market generally has a positive view of the Roc Partners transaction, a number of market participants believe that more
information should have been provided to the market. While the market appears to understand that a vote was not necessarily
required, given the impact of the transaction and size of Roc’s stake, some believe that this should have been put to a shareholder
vote (ordinary resolution), and believe that the disclosure materials for this would have allowed the market to better understand the
deal structure and value of the Roc partnership (e.g. understanding that they are long term capital partners, etc.)
▪Some market participants have noted a lack of coordination in NZRLC’s interactions with the market at times (e.g. timing and
accuracy of market releases, and subsequent revisions) and believe that, as NZRLC increases scale, greater discipline and
consistency are required
▪Some investors have suggested considering new or replacement Directors with property experience be nominated to the Board
▪Only one stakeholder raised external management fees as an issue. We note the management contract and fee structure was
disclosed at the time of IPO and investors can factor it into their valuation analysis
Source: Shareholder / stakeholder interviews, KPMG analysis
Key findings
Key findings
Performance since IPO
Performance since IPO
Share price drivers
Share price drivers
Capital management
Capital management
Market feedback
Market feedback
2
5

26
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affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Glossary of terms
$Unless stated, all monetary amounts are in NZ dollars
AFFOAdjusted funds from operations
CapexCapital expenditure
CPIConsumer price index
CPSCents per share
DRPDividend reinvestment plan
FFOFunds from operations
FYFinancial year
FY+1Next financial year
FY+2Year following next financial year
IPOInitial public offering
KPMGKPMG Deal Advisory
LPVListed property vehicle
NAVNet asset value
NTANet tangible assets
NTMNext twelve months
NTM+1Twelve months following next twelve months
NZL, NZRLC, CompanyNew Zealand Rural Land Company Limited
NZXNew Zealand stock exchange
NZX50NZX 50 index
PIEPortfolio investment entity
RBNZReserve Bank of New Zealand
REITReal Estate Investment Trust
WACCWeighted average cost of capital
WALTWeighted average lease term
2
6
APLAsset Plus Limited
ARGArgosy Property Limited
GMTGoodman Property Trust
IPLInvestore Property Limited
KPGKiwi Property Group Limited
PCTPrecinct Properties Group
PFIProperty for Industry Limited
SPGStride Property Group
VHPVital Healthcare Property Trust
RFFRural Funds Group (AU)
FPIFarmland Partners Inc (US)
LANDGladstone Land Corporation (US)
Property sector peer group entities

Document Classification: KPMG Confidential
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Inherent Limitations
This report has been prepared and is delivered by KPMG, a New Zealand partnership (“KPMG”,
“we”, “us” or “our”) subject to the agreed written terms of KPMG’s Engagement Letter with New
Zealand Rural Land Company Limited (the “Engaging Party”, “Company”, “NZRLC” or “NZL”)
dated 9 September 2025 (“Engagement Contract”).
The services provided under our Engagement Contract (“Services”) have not been undertaken in
accordance with any auditing, review or assurance standards. The term “Audit/Review” used in
this report does not relate to an Audit/Review as defined under professional assurance standards.
The information presented in this report is based on that made available to us in the course of our
work, including publicly available information and information provided by NZRLC. We have
indicated within this report the sources of the information provided. Unless otherwise stated in this
report, we have relied upon the truth, accuracy and completeness of any information provided or
made available to us in connection with the Services without independently verifying it. Nothing in
this report constitutes legal advice or legal due diligence and you should not act upon any such
information without seeking independent legal advice.
No warranty of completeness, accuracy or reliability is given in relation to the statements and
representations made by, and the information and documentation provided by, NZRLC
management and personnel / stakeholders consulted as part of the process.
In relation to any prospective financial information, forecasts or projections included in the report,
we do not make any statement as to whether any forecasts or projections will be achieved, or
whether the assumptions and data underlying any such prospective financial information ,
forecasts or projections are accurate, complete or reasonable. We do not warrant or guarantee the
achievement of any such forecasts or projections. There will usually be differences between
forecast or projected and actual results, because events and circumstances frequently do not
occur as expected or predicted, and those differences may be material.
This report was based on information available at the time it was prepared. KPMG is under no
obligation in any circumstance to update this report, in either oral or written form, for events
occurring after the report has been issued in final form.
Any redistribution of this report requires the prior written approval of KPMG and in any event is to
be a complete and unaltered version of the report and accompanied only by such other materials
as KPMG may agree.
Third Party Reliance
This report is solely for the purpose set out in the Engagement Contract and for NZRLC’s
information, and is not to be used for any other purpose or copied, distributed or quoted whether in
whole or in part to any other party without KPMG’s prior written consent.
Other than our responsibility to Client, none of KPMG, its controlled entities or any of their
respective partners, officers or employees assume any responsibility, or liability of any kind, to any
third party in connection with the provision of this report. Any third party choosing to rely on this
report does so at their own risk
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation
of independent member firms affiliated with KPMG International Limited, a private English
company limited by guarantee. All rights reserved.
The KPMG name and logo are trademarks used under license by the independent member firms
of the KPMG global organisation.