New Zealand Rural Land Company Limited ($NZL)

Good morning, everyone. It is now just after 12:00 noon, and it's a pleasure to welcome you to the New Zealand Rural Land Company Limited 2026 Annual Meeting through our virtual meeting platform provided by our share registrar, MUFG Corporate Markets. My name is Rob Campbell, and I will chair today's meeting. You can vote and ask questions online. If you encounter any issues, please refer to the online portal guide or you can phone the help line on 0800-200-220. With me on the platform today are my fellow director, Tia Greenaway; also Richard Milsom from our Manager, New Zealand Rural Land Management; our Company Secretary, Ross O'Neill. Our other Director, Sarah Kennedy, is online for the meeting as is our auditor, Matt White from PwC. There is a quorum present, and I declare the meeting open. The Notice of Meeting was dispatched to shareholders on 17 April 2026, and I propose to take it as read. Immediately prior to the meeting, we had received proxies for 42,387,394 shares, representing 29% of total shares. We would, of course, expect some shareholders who have not lodged proxies to vote during the meeting. Discretionary proxies provided to directors will be voted in favor of the resolutions. Audited 2025 financial statements are included in the 2025 Annual Report sent to shareholders on the 27th of February 2026 and are also available on our website. Before considering the resolutions, I'll provide a brief introduction, followed by a more detailed presentation from Richard Milsom. We will take questions from shareholders after these addresses. NZL delivered a solid result in financial year '25, recording consolidated net profit after tax of $7.9 million and adjusted funds from operations, AFFO, of $7.9 million. This outcome reflects sustainable growth in value and dividends supported by disciplined risk management. An independent KPMG review confirmed that NZL's value is driven primarily by a sustainable and reliable cash yield. Scale and liquidity matter, but only where growth is clearly accretive on a per share basis. Accordingly, our capital management remains firmly focused on growing AFFO per share with equity raised only where it enhances returns for shareholders. During the year, we acquired a Canterbury dairy property, adding approximately $290,000 in annual lease income. This was partly funded by the sale of 2 pastoral farms at prices above book value. Today, NZL owns just over 17,000 hectares of fully occupied rural land with long lease terms and a well-diversified tenant and income base. All our leases include CPI-linked rent reviews. In financial year '25, this delivered rental growth of around $740,000 or 3.2%, providing a natural hedge against inflation. We paid a final dividend of $0.0275 per share in April, representing 100% of second half AFFO Under our revised policy, we now intend to pay regular quarterly dividends of between 90% and 100% of AFFO. The next dividend will be paid in June. The dividend reinvestment program has been suspended. Earlier this year, we engaged Propero to undertake a Board review. As a result, we are evaluating our skills matrix and overall composition. Our objective is to appoint a new director or directors whose expertise and experience aligned with our governance requirements. If there are shareholders who wish to nominate a person for us to consider in that process, then please do so by contacting me -- myself. The outlook for the agricultural sector remains positive, supported by improving commodity prices and rising land values. Our CPI-linked leases provide ongoing rental growth while insulating the company from near-term on-farm operating costs. For financial year '26, NZL is forecasting AFFO of between $8.25 million and $8.75 million, excluding earnings from properties subject to put and call arrangements. I would like to note at this point that Chris Swasbrook has departed the Board having resigned recently. And I'd like to thank Chris for his role as a founder of the company and as a shareholder since its inception. We will now move to Richard's presentation. Richard?

Good morning, every -- or good afternoon, everyone. I'm Richard Milsom, the Managing Director of New Zealand Rural Land Management, the Manager of NZL. I'll take you through this afternoon a few key takeaways as we round up our FY '25 result, starting with our portfolio overview as at the 20th of May '26. Broadly speaking, approximately 60% of our portfolio is pastoral farms, so sheep, beef, dairy and support blocks. Approximately 30% of our land is in forestry for timber and carbon and approximately 10% is in horticulture made primarily up of apples and pears. Moving on to an overview of our independent capital review. So during the 2025 year at NZL's 5-year mark, the Board commissioned KPMG to perform an independent review. As Rob noted, the primary outcome of the review was that NZL is likely to be a company valued for its ability to pay a growing, consistent and strong dividend. And with that, the company has revised its dividend policy to pay out between 90% and 100% of AFFO every year. Turning on to corporate actions in FY '25. As mentioned, we purchased one new dairy farm, a highly productive dairy farm in Ashburton of the South Island, and that was partially funded by the sale of dairy farm and one support block, both which sold above their book value, which was its most recent market value. You'll see since the company's inception that there have been that since January 2024, November 2024 and 7th of March '25, there have been corporate actions relating to shares being used as settlement for some properties at their NAV value. We've sold properties above NAV, and we continue to field some inquiries for what's a healthy and interesting sector at the moment. Moving on to our dividend and share buyback program. So in response to the independent capital review that KPMG undertook, the Board has updated its dividend policy, targeting distributions of approximately 90% to 100% of AFFO. NZL paid a final dividend of $0.0275 per share, representing 100% of NZL's second half AFFO and 90% of its full year AFFO. Alongside the revised dividend policy, the Board has resolved to take a more dynamic approach to its dividend reinvestment plan and we'll announce at each dividend increment whether that program will be in place or not. NZL continues to have an open share buyback program in place. There were no shares purchased in the last financial year. In terms of the outlook and our FY '26 forecast, NZL's leases incorporate regular uncapped CPI reviews. And accordingly, inflation will result in rental growth. Furthermore, we're insulated from the inflation impacted and all other operational on-farm day-to-day costs by owning only the land and having our tenant partners operate them. So the positive impact of inflation continued in FY '25, a number of leases successfully undergoing their further CPI reviews, and there are further CPI-linked reviews due in FY '26. In fact, 61% of NZL's leases by value will be subject to CPI increases in FY '26. We're forecasting our FY '26 AFFO of between $8.25 million and $8.75 million in aggregate, which equates to between $0.0565 to $0.0599 per share. If we have a look at our year-on-year AFFO growth, AFFO per share has increased 77.5% since listing and growth is forecast to continue next year, in the FY '26 year to grow at a level of 7.1%. If we move on to our FY '25 sustainability highlights, this was our major piece of work centered around climate-related disclosures. Our climate scenario analysis looked at 3 different climate change scenarios, 1.5, 2 and 3 degrees warming pathways to test our portfolio resilience. The analysis confirmed that geographic and land use diversification remains central to managing our climate-related risks. We've got a transition plan to align with science-based targets guidance, targeting a 30% reduction in absolute emissions by 2035 from our '25 base. There are 4 major bedrocks of that transition plan. So supporting decarbonization through our Enduring Land for Life framework, improve our due diligence climate change mapping, continue to diversify further by sector and geography and continue to advance our native generation and carbon sequestration program. With that, I will hand back over to our Chair, Rob Campbell.

Thank you. Thank you, Richard. Before we move to the formal business, we'll address any questions that we have received. Ross, have we received any questions?

We've got one question at the moment, Rob. Question is, wouldn't aggressive share repurchase plan be the best way to deliver shareholder value?

Well, it is a potential way to deliver shareholder value without doubt, and it is under consideration by the Board all the time. Our approach has been to try to grow the physical business. It's always been our intention that we would acquire more land as provided that we could do so on an AFFO accretive basis and expand the size of the business because that provides more opportunity for liquidity in the stock, but it also provides a better ability to manage risks across a rural land portfolio as a whole. So taken on a long-term view, it is still our view that trying to grow the business on that AFFO accretive basis is the right approach. But there is always the option of exercising share buyback, and we maintain -- we keep the program open because if the opportunity arises and if we can't see other opportunities for growing the business on an AFFO accretive basis, then we would certainly adopt that at the moment. As I think was mentioned in some of what Richard had to say, we do have a number of opportunities in front of us many of which we would like to be able to take and we carefully evaluate those before we resort to share buyback. I don't know, Richard, if you want to add to that.

There would only be 2 comments I'd add to that. One is although a share buyback is very accretive on an NTA or NAV per share basis, there is often higher-yielding properties that will result in an increase in dividend payout and dividend flow versus buying back our own shares. So although very NAV accretive, not as accretive in terms of free cash flow per share and having just gone through an independent and market feedback exercise where people say they value the growing consistent dividend, that's an important factor when we're making capital allocation decisions. I think the second point would be that a very aggressive share buyback program would likely have some impact on dividend payments, full stop. And again, the market has expressed and our investors have expressed a strong preference to be receiving dividends and in many cases, make their own decisions about buying shares back on market.

Thank you, Richard. Ross, are there any further questions?

Yes. What was gained from the sale of 2 properties and the purchase of 1 property? And does the gain cover the cost of sale?

The short answer to that is yes, but Richard can give you more flavor on that actual set of transactions.

Yes. So we traded 2 high-quality farms for an exceptionally high-quality productive farm. The profits more than covered the cost of sale. And on a net basis, it increased AFFO for the portfolio.

Thank you. Ross, are there further questions?

No.

Thank you. If there are no further questions, we'll move to the formal business of the meeting. There are 3 -- there are ordinary resolutions to be approved by a simple majority of the votes cast. Shareholders can vote using the electronic voting card. To vote within the online voting platform, you will need to follow 4 steps. First, click Get Voting Card. Second, enter your shareholder or proxy number to validate. Third, mark your voting card by clicking for, against or abstain. And then four, click Submit Vote at the bottom of the card. Please refer to the virtual meeting online portal guide or use the help line specified if you do require assistance. Voting will remain open until 5 minutes after the conclusion of the meeting. Resolution #1 is regarding the reelection of Rob Campbell as a director. I will hand over the Chair to Tia for this item.

Thanks, Rob. So Rob was first appointed a director in 2020 and pursuant to NZX Listing Rule 2.7.1 is required to offer himself for reelection. There are biographical notes on Rob in the Notice of Meeting. Resolution 1 is that Rob Campbell, who retires as a director in accordance with NZX Listing Rule 2.7.1 and NZL's constitution and being eligible, be reelected as a director of NZL. I'll invite Rob to say a few words.

Thank you, Tia. I'll be very brief. I'm a long experienced director. I've been a director of numerous listed and public and private companies in New Zealand for several decades. I have background of particular relevance to what we do in the pastoral sector and in land leasing, ground leasing of land in particular, and I was involved in the formation of this company. I believe that so far, we've been able to progress the original model in an appropriate way. The opportunities ahead of us are still very strong. But the business in these difficult circumstances for all corporates do mean that experience and quite conservative capital management are really important to the interest of shareholders, and I hope to be able to continue that and appreciate the support I've had to date.

Thanks, Rob. Have we received any questions online regarding this resolution?

No, not on this resolution.

Are there any further questions?

No.

Okay. Thank you. So please now select either for, against or abstain for Resolution 1 on the voting card, and I'll pass it back to Rob.

Thank you, Tia. The second resolution is the reelection of Sarah Kennedy as a director. Sarah was first appointed as a director in September 2020 and pursuant to NZX Listing Rule 2.71 is required to offer herself for reelection. There are biographical notes on Sarah in the Notice of Meeting. Resolution 2, therefore, is that Sarah Kennedy, who retires as a director in accordance with NZX Listing Rule 2.71 and NZL's constitution and being eligible, be reelected as a Director of NZL. Sarah, as I noted earlier, is online, and I invite Sarah to say a few words. Sarah?

Thanks, Rob. I'm delighted to put myself forward for reelection. You'll see from my biography, I have a strong background and experience with New Zealand agriculture initially as a veterinarian, then focusing on nutrition and then finally, in management of agriculture. So I bring that with our New Zealand Rural Land Company over the last 5 years. And I think that's given me a strong, a very strong institutional knowledge of the company, the investments and the people within it. And I would hope to be able to continue to use that with the company and its growth. Thank you.

Thank you, Sarah. Ross, have we received any questions in relation to this resolution?

No.

Thank you. If not, please now select either for, against or abstain for Resolution 2 on your voting card. Resolution 3 concerns the auditor's remuneration for the ensuing year. And the resolution is as follows: that the Board be authorized to fix the fees and expenses of the company's auditors. Ross, have we received any questions regarding this resolution?

No.

Thank you. Would you please now select either for, against or abstain for Resolution 3 on the voting card. That concludes the formal part of the meeting. You should now submit your votes if you've not already done so. The results of the poll will be announced on the NZX website after the conclusion of the meeting. There is now an opportunity to give shareholders the chance to answer any further questions that have occurred during the course of the meeting. Ross, are there any such questions?

Yes, there are a couple of questions. With the shares yielding 20% more than most of the pastoral land yields on a gross basis, can we expect no further pastoral land will be purchased over reinstating the buyback?

So there is an open buyback plan that exists at the moment. We just haven't elected to buy back any shares at the current prices. That doesn't mean that it's closed. Secondly, whenever we're looking at any capital management allocation decisions. We analyze all dollars spent versus the alternative, which includes share buybacks, other types of pastoral land. And so we would be expecting to divert capital to highest and best use.

Yes, absolutely. The only thing I would add to that is that in looking at the various opportunities that are available, we're quite interested in continuing to diversify the types of land that we hold. So while we certainly don't rule out a pastoral land acquisition if it meets all the other criteria, we are interested in diversification beyond that. So it's probably less likely than other forms of acquisition. Ross, further questions?

Yes. How often is the financial position of the put/call arrangement counterparties assessed?

Monthly.

Yes. It's a matter of constant assessment and liaison with the other parties to the put and call arrangement. So it is never far from our minds.

And we have a formal arrangement in place where we get financial reporting once a month.

Absolutely. Further questions, Ross?

There's a question around the timing of the next dividend payment.

Well, the next dividend, I think we've already stated earlier in the meeting, will be in June, and that's in line with -- we'll be doing that in line with previous announcements and policies. Are there further questions, Ross?

No, that's it.

Thank you. If there are no further questions on the matter...

There is one more question. Are all fees, including management fees for transacting new properties used in evaluating new purchases?

Yes, absolutely. It's a significant element of it, an important element and closely monitored and considered by the Board in relation to any proposal we get. Are there further questions?

No, that's it.

Thank you. There being no further questions, I now declare the meeting closed, and thank you for your participation.