IPO Roadshow Presentation by nzrlc

NEW ZEALAND Rural Land Co SUS TAIN ABLE AOTEAROA

IPO Presentation As at 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: 1

Disclaimer New Zealand Rural Land Company Limited (“NZRLC”) is the issuer of the shares to be issued under the offer to which this advertisement relates (“Shares”). A product disclosure statement for the offer, which sets out the terms and conditions of the offer, is available, and can be obtained at www.companiesoffice.co.nz/ disclose, offer number OFR12993. Nothing in this advertisement (“Advertisement”) constitutes an invitation to subscribe for, or an offer of shares, securities or financial products to any person, in any country in which it would be unlawful to do so. You should read and consider the product disclosure statement in full and consult your financial, legal, taxation or other professional advisers before making a decision to acquire any shares. Any person wishing to acquire Shares will need to complete the application form that will be in or will accompany the product disclosure statement. The information set out in this Advertisement does not constitute investment advice on whether you should acquire any security or product, is in summary form, does not purport to contain all of the information that may be relevant to any investment decision and does not take into account your specific financial, investment, taxation or other circumstances. You should consult your own advisers before making any financial decision. This Advertisement does not constitute a recommendation by NZRLC, New Zealand Rural Land Management Limited Partnership (the “Manager”), Jarden Securities Limited (the “Lead Manager”), or any of the directors, officers, employees or agents of NZRLC, the Manager, or the Lead Manager to subscribe for, or purchase, any of the Shares. None of NZRLC (except as required by law), the Manager, the Lead Manager, nor any of their respective directors, officers, employees or agents accept any liability whatsoever for any loss arising from this Advertisement or its contents or otherwise arising in connection with any offer of the Shares. Capitalised terms used in this Advertisement and not otherwise defined have the meanings given to them in the PDS. Application has been made to NZX Limited (“NZX”) for permission to quote the Shares on the NZX Market and all the requirements of NZX relating thereto that can be complied with on or before the date of this Document have been duly complied with. However, the Shares 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 Market is a licensed market, each regulated under the Financial Markets Conduct Act 2013.

Introduction to New Zealand Rural Land Company (NZRLC) As the worlds’ population grows, productive food-producing agricultural land becomes increasingly important and supply of rural land globally is declining. New Zealand has a competitive advantage in agriculture. New Zealand Rural Land Company (NZRLC) is a newly incorporated entity that has been formed for the purpose of acquiring rural land across New Zealand’s agricultural sector. NZRLC will partner with and lease land to experienced farmers and food producers. NZRLC would present a differentiated investment proposition to what is currently available on the NZX: •

Exposure to agriculture / rural land as an asset class without the direct operational exposure and volatility;

•

Core focus on securing high quality, well capitalised, long-term tenants to provide security around income.

Market forces are creating an opportunity to acquire high quality dairy farms at attractive prices. Although the initial target is dairy land given favorable pricing backdrop, NZRLC will target other rural land asset classes across cycles. Target minimum gross lease rate of 4.50% per annum* + potential NAV growth. NZRLC will be the only agricultural land based listed property company on the NZX and is raising a minimum of $75m via an Initial Public Offering (IPO).

DAIRY Current Opportunity

* This is not a targeted return to shareholders which will be subject to a range of other factors as other factors including capital expenditure costs and NZRLC expenses.

SHEEP & BEEF

HORTICULTURE & VITICULTURE

FORESTRY & OTHER

NEW ZEALAND Rural Land Co SUS TAIN ABLE AOTEAROA

NZRLC will own New Zealand Rural Land Assets and Lease to the Highest Quality Tenants NZRLC believes the primary store of long-term value is in the Land - therefore this is what we would like to own. The attractiveness of the land itself coupled with a regular and long term lease payment is what makes this structure an attractive way to access one of New Zealand’s largest, successful and important asset classes - Rural Land; We believe that establishing an Agri-LPC (Listed Property Company) that owns the land and leases (long-term) to high quality tenants allows investors to have a ‘pure play’ land asset which has regular and long-term income whilst allowing the sector to release capital into farming efficiency, R&D, job creation and debt reduction which facilitates and promotes capital efficiency within the economy.

MITIGATING TRADITIONAL RISKS

No direct on-farm risks (via either sharemilker or operational partner)

No direct exposure to volatile commodity prices

No direct exposure to environmental risks

No direct exposure to animal health risks

No direct exposure to farmer co-ops

Separating Land Ownership from Operations increases capital efficiency for tenants and allows investors to own ONLY the rural land. 4

Why Dairy? Why Now? Versus Other Asset Classes? 1 Attractive outlook for New Zealand Dairy Farms

• On farm profitability set to grow between +4.76% to +6.04% per annum from 2019 to 2029* • This on farm profitability growth is largely derived from a increasing milk price driven by growing global population, demand outstripping supply, global dairy deficit forecast to expand from -6MT to -30MT from 2017-2027** • New Zealand dairy farms present an attractive asset as natural low-cost, low-carbon footprint food production assets will become increasingly important over the medium-term as a result of exponential growth in food demand and changing consumer preferences for natural, and low input food production

2 Attractive Entry Point

3 Attractive Risk Profile vs. Alternatives

• Attractive pricing has been provided by a withdrawal from capital to the sector due to foreign ownership bans and reduction of credit to the sector

• Leases of 4.50% and above compare very attractively to 2.0% to 3.0% that was achievable historically due to a decrease in land prices and an increase in on-farm profitability (land prices are down -20% to -30%***, with on-farm profitability up +20% to +30%****) • New Zealand dairy farms have a lower

‘improvements’ value as a % of total assets versus commercial property and horticultural assets (10% to 20% of total assets versus 50% to 85% for other property assets*****)

• New Zealand primary produce is majority sold via co-ops whose structure results in the value of primary produce flowing to the producer (i.e. farmer) and in turn this increases the land values as this is the scarce resource needed to increase production i.e. any increase in primary production value increases the value of the land * Source: Dairy NZ Economic Survey 2018-19. EFS Grown at +2.26% - +2.86% per OECD 2019-2028 range for Whole Milk Solids and Skim Milk Solids. Farm Working Expenses (FWE) growth rate is the 10year average Farm Working Expenses from Dairy NZ Economic Survey 2018-19. ** Source: A Winning Growth Strategy for Dairy, McKinsey, 2019 *** Based on REINZ sales data, recent sales and NZRLC purchase price range. **** Source: 2019 Dairy Economic Survey. Based on 2019 Milk Price (NZ$ 6.35) vs. 2020 Milk Price (NZ$ 7.14) assuming small change in on-farm working expenses. ***** Source: Property Guru, REINZ and Colliers.

• Dairy farming cash flows are attractive as they are monthly and reliably forecast (month-by-month) vs. some horticultural assets that receive an annual payment derived from harvest yields and price at that time

• Food production assets provide a very attractive alternative to commercial property especially in a post-COVID world where office space and retail space may be in less demand 5

Macro Tailwind for Agricultural Land - Global Population Growth Yet Available Land Declining The global population is estimated to increase by +41% by 2050, causing the demand for food to increase. Current projections show the supply of dairybased protein (milk) alone, is currently 6 million tons short of demand, this shortage is estimated to be around 30 million tons by 2027; There is a rising consumer preference for ethically produced food and rising global incomes which increases the demand for premium food that New Zealand produces; It is projected that by 2050 feeding the world will require an increase in food production of 70%, at a time when supply of rural land is decreasing. Global Food Demand (kcal/day x 1015) 45

Now (2010-2050)

Then (1961-2000) Population +98% Food production +146% Yields more than doubled Arable land in use +8% Agricultural inputs rose: - Nitrogen fertiliser (x7) - Phosphate fertiliser (x3) - Irrigation water (x2)

40 35 30 25 20 15 10

+41%

increase in population (from 6.9 billion to 9.7 billion people)

+71%

increase in food required (additional 127x1015 kcal)

5 0 1500

1550

1600

1650

1700

1750

1800

1850

1900

1950

2000

2050

Source: The Science of Food Security (2018) - https://www.nature.com/articles/s41538-018-0021-9.pdf;

Total Global Agricultural Land (â&#x20AC;&#x2DC;000 hectares) 5,000,000 4,900,000 4,800,000 4,700,000 4,600,000 4,500,000 4,400,000 4,300,000 4,200,000 1961 1963 1965 1967 1969 1971 1973 1975 1977 1979 1981 1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017

Source: Food and Agriculture Organisation, Land Use, http://www.fao.org/faostat/en/#data/RL/visualize

2018

New Zealand Dairy Land is an Attractive Long-Term Asset Natural Conditions

World Leader in Managing Industry Risks

Efficient Industry

Mitigating environmental risks by reducing surface water contamination and on-farm emissions

Ideal for pasture-based dairy farming

Long history of dairy production

Results in lower production costs

Focus on continuous improvement

Produces and allows for a premium grass-fed product

Supported by vibrant ecosystem for Agri-tech innovation

Lowest emissions globally for dairy

Our “Kaitiangitanga” - https://vimeo.com/341443888

Mitigating risks of climate change with focus on evidence-based transition solutions

120 100

Grams CO2 eq. per gram protein

Political risks are mitigated by Dairy’s importance to regional economies and employment Focuses government attention in mitigation of biosecurity risks

Carbon footprint per gram of protein (gm CO2 eq./gm protein)

60 40

Mitigating social risks by increased transparency, community programs and respecting social license

Cow's Milk World Average

Soy-milk

20 0 Cow's Milk Cow's Milk Australia & Europe New Zealand

Cow's Milk North America

Cow's Milk South and Central America

Cow's Milk Asia

Cow's Milk Africa

Almond, Coconut Milk

Source: NZX Dairy Outlook 2019, A Sustainable Dairy Future

New Zealand has the Lowest Carbon Footprint Per Gram of Protein produced in the World. 7

NZRLC Offers a Unique Solution in the Current Marketplace NEW ZEAL AND Rural L and Co EQUITY CAPITAL

INVESTORS IN RURAL LAND Rural land continues to remain an attractive asset class* for diversified portfolios. Investors benefit from dividends via lease payments and long-term capital appreciation while mitigating traditional risks from operational assets and commodity price volatility.

SUS TAIN ABLE AOTEAROA

LEASE AGREEMENT

LAND OWNER

POTENTIAL DIVIDENDS + CAPITAL GAINS

NZRLC will acquire quality rural assets at attractive prices and lease the underlying land to experienced tenants.

TENANTS

LEASE PAYMENTS

As a landowner NZRLC is not directly exposed to traditional risks in agricultural operations.

Experienced, well financed, sustainability focused tenants are best positioned to manage on-farm and other business risks. Our quality tenants benefit from longterm lease of the land and pay lease payments during the term period (10 years will be sought).

NZRLC offers Investors:

NZRLC offers Banks / Highly Indebted Farms:

NZRLC offers Tenants:

• Lower cost and transparent access to New Zealand rural assets;

• Credible New Zealand-based investors with access to capital;

• Long-term landowner / capital provider;

• Credible and reliable tenants for regular rental payments;

• Fresh equity into the sector;

• Exposure to the asset within the agriculture sector that has historically appreciated over time - Land; • Liquidity through listing on the NZX.

• Politically palatable solution to rural debt challenges;

• Access to High quality agricultural assets via lease which improves their capital efficiency; • Access to further large scale operations.

• Experienced New Zealand based operators for long-term success and sustainability.

* We consider New Zealand Dairy Land is an attractive asset class for a diversified portfolio due to its low standard deviation in returns (7.17% from 2000-2019 versus S&P 500 14.86%) and exhibiting low correlation with major indices (11.17% correlation with the S&P 500 from 2000-2019, and 12.45% correlation with the NZX50 from 2002-2019).

NZRLC will only Acquire Quality Assets in Prominent Dairy Regions Preferred Provinces for Dairy Property Acquisitions

WAIKATO % of NZ milk solids produced: 21.6% Average kgMS per h.a.: 1067

Dairy properties for acquisition will be assessed against the following general characteristics: OTAGO

CANTERBURY

% of NZ milk solids produced: 5.5% Average kgMS per h.a.: 1140

• Optimal natural conditions; • Larger farm sizes and herd sizes; • Efficient production levels (per cow and per hectare);

% of NZ milk solids produced: 21.5% Average kgMS per h.a.: 1452

• Availability of skilled labour; • Good quality infrastructure; SOUTHLAND

• Sustainability + Environmental focus.

of NZ milk solids produced: 13.1% Average kgMS per h.a.: 1121

NZRLC will aim to acquire fundamentally attractive assets currently available at a discount. That is not the same as acquiring the cheapest available asset. 9

Addressable Market and NZRLC Targeted Assets • Dairy Land has been a traditionally sound long-term asset, but is now under price pressure as a combination of factors (Overseas Buyer Ban and banks reducing credit) has reduced prices; • New Zealand agriculture sub-sector asset cycles confirms the opportunity is most attractive in Dairy Farms at present; • Current favourable cyclical pricing backdrop will not last forever, and corrections have been seen in other New Zealand agriculture sub-sectors historically.

RBNZ & OIO Policy Changes 2019 price levels for dairy farms

Median NZ$ per hectare of dairy farm land

$50,000

$40,000

$30,000

CAGR +5.88% P.A.

CAGR 8.19% P.A.

$20,000

$10,000

Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

• NZ Dairy Total Debt is ~NZ$ 41.4 bln1 as at 19 December 2019 with 24%1 to 30% of farms classed as highly geared2 resulting in the “distressed debt” market size to be ~NZ$ 9.86 bln; • NZRLC has ~NZ$ 400 mln of large-scale assets under review.

NZRLC has prioritised 21 dairy properties with areas totaling 9,239 h.a. for Due Dilligence immediately post closing. If acquired this would see NZRLC become the 48th largest rural land owner in New Zealand.3 https://www.mpi.govt.nz/dmsdocument/38930-Situation-and-Outlook-for-Primary-Industries-SOPI-December-2019 . ¹ >70% Debt-to-Assets. Ministry for Primary Industries, December 2019 Report. Accessed at https://www.mpi.govt.nz/dmsdocument/38930-Situation-and-Outlook-for-Primary-Industries-SOPI-December-2019 . ² >NZ$35 debt per kgMS. Source: RBNZ Financial Stability Report May & November 2019; DairyNZ Economic Survey. ³https://www.stuff.co.nz/business/farming/116661441/new-zealands-biggest-50-landowners-revealed

NZRLC - Counterparty Profile/s NZRLC selects high quality tenants/operators based on the following criteria:

OPERATING PERFORMANCE / EXPERIENCE

STRONG BALANCE SHEETS

• Proven ability to operate through commodity cycles;

• Sufficient assets / Equity to meet the vagaries of climate and commodity price volatility while still meeting financial obligations.

• Proven ability to operate elite EFS farms; • Proven ability to attract and retain quality management.

• NZRLC requires Tenants to have at least 6 x annual lease obligations worth of equity or provide other suitable security arrangements for lease obligations

ROBUST GOVERNANCE

SUSTAINABILITY FOCUS

• Independent and experienced governance;

• Reputation for efficient and sustainable farming practices;

• Able to operate professional management and investment structure.

• Long-term stable operational performance, through various cycles.

Commercial Sensitivities As with all commercial property deals the strength of the offer and long-term success lies in large part with the tenant. Hence, a balancing act between commercial sensitivities, disclosure and investor comfort around tenants. 11

NZRLC - Selected Counterparty Profile Website: www.fortunagroup.net.nz OVERVIEW

Fortuna Group was founded in 2012. Its founders David and Kay Dodunski began farming in New Zealand in 1992 and have been industry leaders in Animal Welfare and reducing the environmental footprint associated with Dairy Farming. Since Fortuna’s inception it has been involved in the purchase, establishment and operation of dairy farming businesses in the greater Southland region of New Zealand. Their operational excellence is exhibited in their ability to grow and perform over a multi-year period. Their focus is now on leveraging their operational footprint, systems and processes to grow their dairy farming footprint in a less capital intensive manner. BACKGROUND AND HISTORY Based in Invercargill Fortuna Group is involved in the purchase, establishment and operation of dairy farming businesses in the greater Southland region of New Zealand. The group was formed in June 2012 upon acquiring the assets and management resources of founding farming family, the Dodunskis. David and Kay Dodunski moved to Southland in 1992 with their four children. They initially purchased 125 hectares of farmland and milked 216 cows. Over the following ten years and by the time Fortuna Group was founded in 2012 David and Kay owned four dairy units, three support blocks and were shareholders in two other farms. That same dedication and passion shown by the Dodunski family still drives Fortuna Group today. They are now one of the fastest growing dairy operations in the region. Their operations perform in the top quartile of farms in Southland, (versus Dairybase benchmarking database) including farm conversion opportunities and farms with potential productivity gains. Fortuna Group owns shares in more than 18 both wholly-owned and majority-owned operating entities in the Southland region. They run more than 10,000 dairy cows over 3,626 hectares, and operate 920 hectares of support land over three farms, 365 days a year. Additionally to this Fortuna Group manage 4 dairy units and 2 support farms on behalf of the Dodunski’s and Richards families as part of the historical setup of Fortuna.

THEIR STATED MISSION IS HAPPY, HEALTHY, THRIVING People/Happy Top talent = provide opportunities for our people Planet/Healthy Quality farms = develop and enhance our farms for future generations Profit/Thriving Operational excellence = consistently generate high returns

GOVERNANCE Fortuna Group’s Governance is robust and diversified. The directors of the company have material ‘skin in the game’ and a range of relevant experience and industry from a governance point of view alongside depth of Dairy Farming governance expertise. Their operational management exhibits depth of experience and a robust succession model.

ENVIRONMENTAL

ANIMAL WELFARE

Fortuna has wide ranging environmental harm reduction policies and practices in place ranging from effluent storage and nutrient management to regulations, consents and on farm best practice, all Fortuna farms have infrastructure designed to maximise production and efficiencies while simultaneously minimising adverse impacts on the environment.

Fortuna has farm specific and company wide animal welfare and winter grazing policy’s in place. To ensure that their ‘5 freedoms’ of modern animal welfare practice.

Specific strategies are in place to reduce Methane, Nitrous Oxide, and Nitrogen leaching into water ways via our riparian plantings and fencing off waterways - these were implemented long before they were mandated. Introduction of a Methane recovery system has since reduced the environmental footprint by 5.0% to 7.0% annually since Fortuna pioneered the first system in NZ in 2015 at a single dairy unit. All farms have, or have under development, an environmental plan in place to recognise at risk or critical source areas that are monitored to ensure reduction of environmental footprint in line or above and beyond (farm dependent) the impending changes to standards being set by Southland Regional Council and the National Fresh Water Policy Proposal.

Animal Health Policy Fortuna Group farms have adopted the ‘five freedoms’ for modern animal welfare practice: 1. 2. 3. 4. 5.

Freedom from thirst, hunger and malnutrition Freedom from discomfort Freedom from pain, injury or disease Freedom to express normal behavior Freedom from fear and distress in addition to our five freedom practices

In addition to their five freedom practices, they also work closely with VetSouth, to run a comprehensive vaccination programme focused on prevention, have carefully managed stock security guidelines and their staff are trained and updated annually in best practise management and legal obligations of animal welfare.

NZRLC - Externally Managed Structure A majority New Zealand owned, operated and domiciled company**

Accountant

NEW ZEALAND Rural Land Co

Auditor

NEW ZEAL AND Rur al L and Management

SUS TAIN ABLE AOTEAROA

Listed PIE*

Registry

50.0%

ROB CAMPBELL Independent Chair

SARAH KENNEDY Independent Director

27.5%

Richard Milsom

Hayden Dillon

12.5%

10.0%

CHRISTOPHER SWASBROOK Director

See Appendices for Bios

New Zealand Rural Land Company (NZRLC) is externally managed by New Zealand Rural Land Management (NZRLM), this is the common structure amongst Listed Property Vehicles (LPV’s) globally - NZRLC will be New Zealand’s first listed Agri-LPV; It should be noted that NZX Listed - Allied Farmers (post IPO) - will become a 50% shareholder in NZRLM. This allows NZRLM to join with another like minded agricultural / capital markets participants which brings with it experience, a wide network and a long history. This will enhance NZRLC resources, agricultural expertise and help in developing a pipeline of further agricultural opportunities in time; This also allows NZRLC investors (and other market participants) to invest indirectly into NZRLM (the management contract).

*NZRLC will be a Portfolio Investment Entity (PIE) for tax purposes at the time of listing on the NZX, meaning that tax is paid on the investors behalf at a rate approximating the investors marginal tax rate but capped at 28%. PIE’s offer significant advantages from an administrative perspective. For tax purposes, if you are a New Zealand resident and have supplied the correct PIR, tax is usually paid on your behalf at a rate approximating your marginal tax rate and there is no further tax to pay. PIE tax is capped at 28%, which can be a benefit to 33% tax rate investors. Find out more about PIE at https://www.ird.govt.nz/roles/ **International Investment in NZRLC will not exceed 24.90% as permitted under OIO rules;

NZRLCâ&#x20AC;&#x2122;s Targeted Lease Rate & Fees NZRLC is targeting a minimum gross lease rate of 4.50% per annum; NZRLC is externally managed by New Zealand Rural Land Management (NZRLM). NZRLMâ&#x20AC;&#x2122;s fee structure is detailed below: 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, paid in shares (50% escrowed for 5 years). High water mark applies.

*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 board on any matters arising from such inspections

Maintenance of secondary market All communication with the Board of Directors

Procuring tenants, maintaining relationships

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

Transactional management and execution

Property sourcing & Due Diligence

NZRLC is Targeting a Minimum Gross Lease Rate of 4.50% p.a. 14

NZRLC - Important Offer Terms Important Offer Terms

Issue Price & Offer Period The Issue Price is set at $1.25 per share. Offer period 23 November - 11 December 2020.

No Management Fees will be charged until an unconditional contract is in place to acquire land Liquidation Clause The company will return all capital to shareholders (less IPO costs and listing costs) should no land be acquired by 31 December 2021.

Capital Raising & Buyback Policies The Board of NZRLC has adopted a policy confirming that its preferred method of raising capital from shareholders will be via pro-rata rights issues on a go-forward basis. NZRLC will also put in place, immediately post-listing, a buyback programme. Subject to legal requirements this will give NZRLC the flexibility to acquire its own shares if they trade at a discount to Net Asset Value (NAV) of greater than 10.00%.

How to Apply

You should read the PDS and other available information carefully before applying for Shares. New Zealand resident investors can apply for Shares by either:

completing the online Application Form at https://www.nzrlcshareoffer.co.nz/ by following the on-screen instructions.

completing the Application Form at the back of this PDS in accordance with the instructions contained on that form and returning it to the Registrar before the Closing Date.

Invest in something solid... The Ground. The New Zealand Rural Land Company (NZRLC) a newly incorporated company that has been formed to acquire New Zealand rural land across the agricultural sector at scale; NZRLC intends to become a landlord only providing a clear separation of land and agricultural operations which mitigates the traditional investment risks in agriculture including: on-farm management risks, animal/horticulture health risks, and commodity price volatility; As the world’s population grows, productive agricultural land becomes critically important. New Zealand has an enormous competitive advantage in Agriculture; Currently, there exists a truly compelling opportunity to acquire the world’s most sustainable dairy farms and NZRLC has a unique solution to capture the opportunity which will greatly improve the capital efficiency of the sector; NZRLC plans to lease land to high-quality tenants on an initial 10-15 year lease basis; NZRLC have signed Memorandums of Understanding (MOU’s) with three high-quality tenants and discussions are advancing with several more; NZRLC will be majority New Zealand owned with foreign ownership limited to 24.9% under the OIO (Overseas Investment Office) rules; NZRLC will limit leverage (debt) to no more than 30% of Total Asset Value; NZRLC is raising a minimum of $75m via an IPO on the NZX. The offer opens on 23 November 2020 and closes 11 December 2020.

NEW ZEALAND Rural Land Co WWW.NZRLC.CO.NZ

NEW ZEALAND Rural Land Co SUS TAIN ABLE AOTEAROA

Appendices

New Zealand Dairy Land Prices Down Despite Positive Macro Story

DemandDemand 79 MT

Land Supply for Dairy Farms projected to decline in the next five years

Dairy Farm Profitability projected to grow in the next decade

Growing Dairy Supply Deficit 79 MT

Working Expenses Expenses and and Economic Economic Farm Farm Surplus* Surplus* mking Working Expenses and Economic Farm Surplus* Due to shortage of commodity + NZ’s Deficit/Gap Deficit/Gap -30 MT

-30 MT

sustainable production premium.

DemandDemand 47 MT

47 MT

Deficit/Gap Deficit/Gap -6 MT

-6 MT

49 MT Supply 49 MT

Supply Supply 41 MT

+52% TO +69%

Economic Economic Farm Farm Surplus Surplus (EFS) (EFS)(EFS) Economic Farm Surplus Supply Supply Farm Farm Working Working Expenses Expenses (FWE) (FWE) Farm Working Expenses (FWE)

41 MT

49 MT Supply 49 MT

1.8

1.6

VS 2019

2017

2027

78 3.783.78 2.25 2.252.25

4.52 4.52 4.52 4.06 4.06 4.06

2027

Source: A Winning Growth Strategy for Dairy, McKinsey, 2019

2.96 2.96 2.96 2.67 2.67 2.67 2.60 2.60 2.60 Farmgate Milk Prices projected 0.88 0.88in the next decade to grow0.88

33 4.334.33 4.25 4.20 4.25 4.20 4.20 4.25 4.07 4.074.07 3.73 3.733.73 3.64 3.643.64

-9% VS 2019

4.684.68 4.68 4.68 4.68 4.68

NZ$8.74 - NZ$9.20

+38% TO +45%** PROJECTED RANGE PROJECTED PROJECTED RANGE RANGE VS 2020 13 201415 201516 201617 201718201819 201819 201314 314201314 201415 201415 201516 201516 201617 201617 201718 201718 201819 FOR 2029 FORFOR 2029 2029 per kgMS Projected Farm Working Expenses and Economic FarmNZ$ Surplus* Average price per kgMS for

2019-2029* 3.74

3.78

2019 - 2029 Economic Farm Surplus (EFS) Farm Working Expenses (FWE)

million hectares of Dairy Farmland

2019-2025

Source: NZX Dairy Outlook 2019, A Sustainable Dairy Future

4.06

4.52

2.96 2.67 2.25 is calculated using OECD nominal price range from 2019-2028 for whole milk powder (low-end CAGR +2.27%) and skim milk powder (high-end CAGR +2.86%) growth 2.96* OECD-FAO Agricultural Outlook 2019-2028. Milk price range 2.60 starting at the 2020 Fonterra Milk Price of NZ$ 7.14 on a constant currency basis. http://www.fao.org/3/ca4076en/ca4076en.pdf; **Annualised rate of +2.27% to +2.86% per annum based on OECD-FAO0.88 Agricultural Outlook 2019-2028. 3.14

2.64

NZRLC - Key People NEW ZEAL AND Rural L and Co SUS TAIN ABLE AOTEAROA

ROB CAMPBELL

SARAH KENNEDY

CHRISTOPHER SWASBROOK

Independent Chair

Independent Director

Director

Chair – SKYCITY Entertainment Group Chair – WEL Group Limited Chair - Tourism Holdings Chair - Summerset Group Director - Precinct Properties

Director - Comvita NZ CEO - Lifestream International (NZ) Limited and Calocurb Previously CEO - Designer Textiles International Previously Vice President International Farming - Fontera Previously CEO / Member of the Board of Directors - Vitaco Health Limited Previously CEO - Healtheries of New Zealand Ltd

Managing Director – Elevation Capital Management Limited Board Member – Financial Markets Authority Director – Bethunes Investment Limited, New Zealand Rural Land Management Limited and Swimtastic Limited Previously a Partner of Goldman Sachs JBWere Pty Limited & Co-Head of Institutional Equities at Goldman Sachs JBWere (NZ) Limited

NEW ZEAL AND Rural L and Management SHELLEY RUHA

Independent Chair Director - Heartland Bank Director - Icehouse Director - 9 Spokes Previously - Senior Management Team and leader of BNZ Partners - BNZ

RICHARD MILSOM

Executive Director Consultant - Elevation Capital Management Limited CEO – Bellevue Enterprises Limited – Bovine & Porcine Genetic Improvement & Sustainable Pork Production Company INFINZ Board Member INFINZ Emerging Leader 2017

MARISE JAMES

Director Director - Allied Farmers Partner - Baker Tilly Staples Rodway Taranaki, Chair - Firstlight Wagyu NZ Limited, Previously: Founding director - Fonterra Co-operative Group Director - FMG Insurance Limited Director - Landcorp Farming Limited Director - TSB Bank + TSB Trust Chaired the Audit Committees of FMG and Landcorp.

HAYDEN DILLON

Consultant Managing Partner Findex (Waikato) & Head of Agribusiness New Zealand for Findex. Independent Director - Williams Holdings Limited Independent Director - Aquila Sustainable Farms Limited and associated Limited Partner Farms. Independent Director Rowing New Zealand. Trustee - South Waikato Investment Fund Chairman - Bioceta Limited Previously - Senior Partner Bank Of New Zealand – Waikato Previously - Corporate Relationship Manager Food Fibre & Beverage National Australia Bank - Melbourne Fellow FINSIA

CHRISTOPHER SWASBROOK

Consultant Managing Director – Elevation Capital Management Limited Board Member – Financial Markets Authority (FMA) Director – Bethunes Investments Limited, New Zealand Rural Land Company Limited and Swimtastic Limited Previously a Partner of Goldman Sachs JBWere Pty Limited & Co-Head of Institutional Equities at Goldman Sachs JBWere (NZ) Limited

RURAL VALUER

RURAL PROPERTY MANAGER

Independent Consultant

Rural Property Manager

FARM CONSULTANT

Independent Consultant AGRICULTURAL ENVIRONMENTAL SPECIALIST

Directors: Philip Luscombe, Ross Verry, Richard Perry; Executives: Steve Morrison, Brian Lee, Ross O’Neill; - All bring deep agricultural experience and networks to NZRLM.

Independent Consultant At the date of this Presentation the limited partners of the Manager are Elevation Capital Management Limited (55%), RPMilsom Investments Limited/Richard Milsom (25%) and Hopeton Trustee Company Limited (20%) and the directors of the general partner are Shelley Ruha, Richard Milsom, Christopher Swasbrook and Hayden Dillon. The limited partners have entered an agreement to sell half of the limited partner interests they hold to Allied Farmers Limited. Completion of that sale is expected to occur between the Closing Date and Allotment. At completion Christopher Swasbrook and Hayden Dillon will resign as directors of the general partner and Marise James will be appointed as the Allied Farmers Limited nominated director. The diagram above reflects the structure of the Manager from completion.

NEW ZEALAND Rural Land Co SUS TAIN ABLE AOTEAROA

New Zealand Rural Land Company

New Zealand Rural Land Management

+64 9 379 6493

37B George Street

105 Bellevue Road

info@nzrlc.co.nz

Newmarket

Pukemoremore

www.nzrlc.co.nz

Auckland 1023

Waikato 3284

New Zealand