NZRLC - Fee Comparison

NEW ZEALAND Rural Land Co SUS TAIN ABLE AOTEAROA

Fee Structure + Comparison Initial Public Offering of Shares in New Zealand Rural Land Company Limited 16 November 2020

New Zealand Rural Land Company Limited is the issuer of shares under this offer. A product disclosure statement is available for this offer and it can be obtained online at: www.nzrlcshareoffer.co.nz.

www.nzrlc.co.nz Listing on:

Lead Manager:

NEW ZEALAND Rural Land Co WWW.NZRLC.CO.NZ Fee Structure Fees Management Fee*

% Per Annum 0.50% per annum of Net Asset Value

Transaction Fee

1.25% of Acquisition / Divestment Values

Performance Fee

10% of NAV growth, calculated annually via independent valuations, paid in shares at NAV (50% escrowed for 5 years).

High water mark applies.

NZRLC Management Fee is 0.50% of Net Asset Value (this is approximately 0.35% of Gross Asset Value); NZRLC will have the lowest management fee compared to other NZX listed property vehicles; NZRLC must pay for all costs of due dilligence (including failed due diligence), conveyancing, etc from both its management fee and acquisition & divestment fees. There is absolutely no mechanism for the manager to reclaim these expenses from NZRLC. NZRLC costs should be limited to: • Maintenance CAPEX + Other CAPEX; • Independent Director Costs; • BDO - Accounting Services; • PwC - Audit Services; • Deloitte - Taxation Advice • Duncan Cotterill - Legal Services & Company Secretarial Service; • Link - Share Registry; • NZX - listing fees; and • Any independent advice the Independent Directors may seek on behalf of the company + shareholders. *NZRLM services provided under management fee: Governance Support (incl. Companies Office and NZX requirements)

Monitoring of lessee obligations

Reporting to stakeholders and directors

Regular property inspections and reporting to the

Maintenance of secondary market

board on any matters arising from such inspections

All communication with the Board of Directors

Procuring tenants, maintaining relationships

All communication and coordination of capital work (when and if required)

Property Sourcing & Due Diligence Transactional management and execution

Please see next page for a comparison of NZRLC fees with other NZX Listed Property Vehicles and Agricultural Investments

37B George Street, Newmarket, Auckland 1023, New Zealand www.nzrlc.co.nz

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+64 9 379 6493

NZX Listed Property Vehicles & MyFarm Orchard Offer vs NZRLC Fee Comparison Asset Plus Ltd. (NZX:APL)

Goodman Property Trust (NZX:GMT)

Investore Property Ltd. (NZX:IPL)

0.50% of total assets (other Base

0.50% of total assets (less

than cash, debtors and

Management

cash) up to $500m, plus

development land) up to

0.40% thereafter

$500m, plus 0.40%

Fee

0.55% of property value up to $750m, plus 0.45% thereafter

thereafter

Performance Fees

Precinct Properties New

Vital Healthcare

Zealand Ltd

Property Trust

Colebrook Orchard

NZRLC

MyFarm

(NZX:PCT)

(NZX:VHP)

0.55% of property value up to

0.65% of average total

$1,000m, plus 0.45% between

assets up to $1bn, plus

0.50% of the value

$1,000 and $1,500, plus

0.55% to $2bn, plus

of assets under

0.35%

0.45% to $3bn, to

management.

thereafter

0.40% thereafter

0.50% of Net Asset Value

10% of performance above

10% of performance above

10% of total shareholder

10% of total return

10% of the average

the S&P/NZX gross property

the S&P/NZX gross property

returns above 10% and below

outperformance above the

annual increase in NTA

index, capped at 5% of

index, capped at 5% of

15% with a cap of 0.2% of the

S&P/NZX50 benchmark with a

of the Trust over the

5% share of any

from cost basis calculated

annual

annual

value of investment

fee cap of 0.5% of market

preceding two years.

capital gain on the sale

annually, paid in shares at

outperformance. Both

outperformance. Both

properties. Both

capitalisation. Both

The management and

of the Syndicate assets,

NAV (50% escrowed for

outperformance and

outperformance and

outperformance and

outperformance and

incentive fees are

if any.

5 years). High water mark

underperformance is carried

underperformance is carried

underperformance is carried

underperformance is carried

capped at 1.75% of the

forward (max 2 years)

forward (in perpetuity)v

forward (max 2 years)

forward (max 2 years)

gross value of the Trust

Relative

Relative

Absolute

Relative

Absolute

Absolute

Cash

Paid in units

Cash

Cash

Paid in units

Cash

10% of asset appreciation

applies.

Performance Fee

Absolute

Benchmark Performance Fee

Paid in Shares (at prevailing NAV)

4.0% of the value of the amount underwritten (MyFarm reserves the right to Legal administration fees

Additional Services are not

charged at applicable hourly General Additional Services

included within the base

rates ($100–$300) subject to

take up to 50% of the

On agreed commercial terms

a maximum amount of

Can charge other fees

underwrite). One-off

Accounting services fee of

management fees. The fees for

but this is subject to a

set up expenses

$250,000 per year

these services will be detailed

cap of 1.75% of total

including legal costs,

within the Remuneration

assets

an independent

$1,200

Report

per deal

-

evaluation, a horticultural consultant and other due diligence reports and advertising.

Property Management Fee

Transaction Fee

1.0% to 3.0% of gross annual

1.0% to 2.0% of gross

1.50% of gross property

rent depending on

annual rent depending

income

complexity

1.0% on purchase price for acquisitions only

dependent on lease term (12% for less than 3 years, +1% for an additional year, up to 15%)

Capital Expenditure Fees

Separately agreed

of the property

12–15% of gross rental

Leasing Fees

$10,000 per year per property

3.5% of development cost

-

tenants at the property

Between 0% to 1%, agreed by

-

on the number of

1.0% (where no agent is 0.50% of the sale price

independent directors

involved) and up to 1.0% when

1.5% on purchase price

4.15% of the price

and 1.0% on the sale

of purchasing the

1.25% on all acquisitions

price less any third

Orchard and Zespri

and divestments.

party agent costs

Shares if any

an agent is involved

New leases: 11–20% of New leases: 13% to 19% of

New leases: 11% to 20% of

annual rental income.

gross rental. Existing

8.0% of the annual gross

annual rental income.

Renewals: 50% of the

customers and renewals

rental payable under new

Renewals: 25%–75% of the

level for new leases

reduce to 50%, or 25% if an

lease arrangements

level for new leases based on

Market Reviews: 10%

the level of engagement

of first year rent

agent is involved

$30,000 per lease.

-

(Note: a lease may encompass multiple properties)

increase

3.5% of the total project

4.0% of the cost of any

4.0% of project cost

cost, plus a project

development, project or other

Up to 4.0% of development

less any third party

management fee of up to

work of capital nature

cost

development

1.5% of total cost

(includes R&M)

37B George Street, Newmarket, Auckland 1023, New Zealand www.nzrlc.co.nz

management fees

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+64 9 379 6493

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