New Zealand Rural Land Company Limited logo

FY25 Result Delivers AFFO and Dividend Growth

Earnings Results26 February 2026NZLReal Estate

27 February 2026
NZL’s FY25 Result Delivers AFFO and Dividend Growth

New Zealand Rural Land Co (NZL.NZX) presents its financial result for the year ended 31 December 2025.

NZL recorded a consolidated net profit after tax of $7.9m and Adjusted Funds From Operations (AFFO)

1

of

$7.9m, excluding earnings from properties with put/call arrangements in place

2

.

FY25 Highlights

•AFFO grew from 4.94cps in FY24 to 5.43cps in FY25 (+9.9%). NZL forecasts FY26 AFFO of between 5.65 cps

and 5.99cps (FY26 includes further CPI linked rental adjustments);

•CPI linked rental increases of +13.8% on 18.2% of NZL’s portfolio took effect in June 2025. A further 32.3% of

NZL’s portfolio was subject to a ~+2.5% increase in early 2025;

•WALT was 11.6 years at FY25 year end a decrease of -7.2% from 12.5 years at FY24 end;

•17,077 hectares of rural land now owned, a decrease of -2.4% from FY24;

•Settled the acquisition of a 305 hectare dairy property in Canterbury. The acquisition increased NZL’s annual

lease income by ~$290k. As part of the consideration for the acquisition NZL sold two pastoral farms at above

book value/most recent valuation.

•Net asset value per share has grown from $1.25 at IPO to $1.609 (at 31 December 2025);

•Gearing lowered to 29.4% with 96.0% of borrowing hedged;

•NZL has adopted a revised dividend policy targeting distributions of 90% - 100% of AFFO, paid quarterly.

NZL will pay a final dividend of 2.75 cps (100% of AFFO earned in the second half of the year) for a full year

dividend of 4.91 cps equivalent to 90.5% of FY25 AFFO. The final dividend will be paid in April 2026.

•NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and 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.

•NZL’s on-market share buyback programme remained in place during the year. No shares were repurchased

during the period. 710,131 shares have been repurchased since the programme was initiated in June 2023.

•During the year NZL commissioned KPMG to perform an independent capital review with consideration

given to market feedback, valuation drivers and capital management settings. This report was published and

released to the NZX on 2 February 2026.

The FY25 result delivered sustainable growth in value and dividends for shareholders and effective risk

management.

A detailed results presentation is available at: https://www.nzrlc.co.nz/reports-presentations.

www.nzrlc.co.nz

E: info@nzrlc.co.nz | T: +64 9 217 2905

1.AFFO is a non-GAAP measure refer to note 24.1 of the financial statements.

2.Reported figures include 100% of the earnings and assets of New Zealand Rural Land Investments Limited Partnership. NZL owns 75% of this

entity. AFFO and dividends are not reported on a consolidated basis and are 100% attributable to NZL.

www.nzrlc.co.nz
Capital Review

At NZL’s five-year mark, the Board commissioned KPMG to perform an independent capital review.

The review considered market feedback, valuation drivers and capital management settings. The review

confirmed 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.

NZL’s Board has endorsed a revised strategic and capital management framework. This positions NZL as a

specialist yield vehicle focused on delivering consistent and growing dividends, supported by disciplined, yield-

accretive growth and exposure to productive land assets.

Future capital management decisions will be guided by AFFO per-share accretion with equity only raised if

forecast to be accretive to AFFO per share, scale growth only pursued if not at the expense of yield or per share

returns, and share buybacks and alternative uses of capital assessed on a yield based framework.

Property Transactions

In the first half of the year, NZL announced the acquisition of a 305 hectare dairy property in Canterbury.

The acquisition increased NZL’s annual lease income by ~$290k. As part of the consideration for the acquisition

NZL sold two pastoral farms at above book value/most recent valuation.

NZL now owns 17,077 hectares of rural land (25% of which is owned by Roc) with a 11.6 year WALT (by lease

value) and 100% occupancy across nine tenants. The portfolio displays meaningful sector, income and tenant

diversification, with forestry and horticulture now being a 31% and 8% proportion of the company’s annual lease

income, dairy 51% and support 10%.

CPI Adjustments

NZL benefits from CPI adjustments for all of its properties and has received CPI adjusted rental payments from

the four tenants whose properties were subject to review in FY25. 30.2% of NZL’s dairy lease income (18.2% of

NZL’s total rent) was subject to CPI linked rental increases of +13.8% which took effect in June 2025. A further

32.3% of NZL’s portfolio (by lease income) was subject to a +2.5% increase in the first half of the year. Reflecting

this the portfolio’s total lease value has increased by ~$740k or +3.2%. NZL’s dairy leases undergo CPI review

every three years, in contrast to its horticultural and forestry leases which undergo CPI review annually.

Dividend and Dividend Reinvestment Programme

NZL will pay a final dividend of 2.75 cps in April 2026 representing 100% of AFFO earned in the second half of the

year.

Under NZL’s revised dividend policy the Company now aims to make regular quarterly distributions of 90% - 100%

of AFFO.

NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and 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.

E: info@nzrlc.co.nz | T: +64 9 217 2905

www.nzrlc.co.nz
Outlook

NZL’s strategy is a specialist yield vehicle delivering consistent and growing dividends, supported by disciplined,

yield-accretive growth and exposure to productive land assets.

The outlook for agriculture is positive with property prices forecast to continue increasing and higher commodity

prices improving the servicing ability of NZL’s tenants.

NZL’s leases incorporate regular CPI reviews. That means inflation results in rental growth. NZL is also protected

from operational on-farm costs.

NZL forecasts FY26 AFFO of between $8.25m and $8.75m, this excludes earnings from properties with put/call

arrangements in place (~$1.4m).

Rob Campbell

Chair

For further information please contact:

Richard Milsom

Mobile: 021 274 2476

Email: richard@nzrlm.co.nz

E: info@nzrlc.co.nz | T: +64 9 217 2905

---

1
NEW ZEALAND RURAL LAND COMPANY

www.nzrlc.co.nz

listed on:

ANNUAL REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Rural Land Co

New Zealand

The Rural Land Investors

2
NEW ZEALAND RURAL LAND COMPANY

CONTENTS

1

4

2

3

SECTION

SECTION

SECTION

SECTION

2025

Review

Statutory

Information

Financial

Statements

5 Statutory Information

16 Financial Statements46 Company Directory

3 2025 Review

Company

Directory

This report is dated 27 February 2026 and is signed on behalf of the Board of New Zealand Rural Land Company Limited:

Rob Campbell

Independent Chair

Sarah Kennedy

Director

3
NEW ZEALAND RURAL LAND COMPANY

•AFFO grew from 4.94cps in FY24 to 5.43cps in FY25 (+9.9%). NZL forecasts FY26 AFFO of between 5.65 cps

and 5.99cps (FY26 includes further CPI linked rental adjustments);

•CPI linked rental increases of +13.8% on 18.2% of NZL’s portfolio took effect in June 2025. A further 32.3% of

NZL’s portfolio was subject to a ~+2.5% increase in early 2025;

•WALT was 11.6 years at FY25 year end a decrease of -7.2% from 12.5 years at FY24 end;

•17,077 hectares of rural land now owned, a decrease of -2.4% from FY24;

•Settled the acquisition of a 305 hectare dairy property in Canterbury. The acquisition increased NZL’s annual

lease income by ~$290k. As part of the consideration for the acquisition NZL sold two pastoral farms at above

book value/most recent valuation.

•Net asset value per share has grown from $1.25 at IPO to $1.609 (at 31 December 2025);

•Gearing lowered to 29.4% with 96.0% of borrowing hedged;

•NZL has adopted a revised dividend policy targeting distributions of 90% - 100% of AFFO, paid quarterly.

NZL will pay a final dividend of 2.75 cps (100% of AFFO earned in the second half of the year) for a full year

dividend of 4.91 cps equivalent to 90.5% of FY25 AFFO. The final dividend will be paid in April 2026.

•NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and 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.

•NZL’s on-market share buyback programme remained in place during the year. No shares were repurchased

during the period. 710,131 shares have been repurchased since the programme was initiated in June 2023.

•During the year NZL commissioned KPMG to perform an independent capital review with consideration

given to market feedback, valuation drivers and capital management settings. This report was published and

released to the NZX on 2 February 2026.

The FY25 result delivered sustainable growth in value and dividends for shareholders and effective risk

management.

A detailed results presentation is available at: https://www.nzrlc.co.nz/reports-presentations.

Capital Review

At NZL’s five-year mark, the Board commissioned KPMG to perform an independent capital review.

The review considered market feedback, valuation drivers and capital management settings. The review

confirmed 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.

NZL’s Board has endorsed a revised strategic and capital management framework. This positions NZL as a

specialist yield vehicle focused on delivering consistent and growing dividends, supported by disciplined, yield-

accretive growth and exposure to productive land assets.

Chair Report

New Zealand Rural Land Co (NZL.NZX) presents its financial result for the year ended 31 December 2025.

NZL recorded a consolidated net profit after tax of $7.9m and Adjusted Funds From Operations (AFFO)

1

of

$7.9m, excluding earnings from properties with put/call arrangements in place

2

.

FY25 Highlights

1

SECTION

2025

Review

4
NEW ZEALAND RURAL LAND COMPANY

Future capital management decisions will be guided by AFFO per-share accretion with equity only raised if

forecast to be accretive to AFFO per share, scale growth only pursued if not at the expense of yield or per share

returns, and share buybacks and alternative uses of capital assessed on a yield based framework.

Property Transactions

In the first half of the year, NZL announced the acquisition of a 305 hectare dairy property in Canterbury.

The acquisition increased NZL’s annual lease income by ~$290k. As part of the consideration for the acquisition

NZL sold two pastoral farms at above book value/most recent valuation.

NZL now owns 17,077 hectares of rural land (25% of which is owned by Roc) with a 11.6 year WALT (by lease

value) and 100% occupancy across nine tenants. The portfolio displays meaningful sector, income and tenant

diversification, with forestry and horticulture now being a 31% and 8% proportion of the company’s annual lease

income, dairy 51% and support 10%.

CPI Adjustments

NZL benefits from CPI adjustments for all of its properties and has received CPI adjusted rental payments from

the four tenants whose properties were subject to review in FY25. 30.2% of NZL’s dairy lease income (18.2% of

NZL’s total rent) was subject to CPI linked rental increases of +13.8% which took effect in June 2025. A further

32.3% of NZL’s portfolio (by lease income) was subject to a +2.5% increase in the first half of the year. Reflecting

this the portfolio’s total lease value has increased by ~$740k or +3.2%. NZL’s dairy leases undergo CPI review

every three years, in contrast to its horticultural and forestry leases which undergo CPI review annually.

Dividend and Dividend Reinvestment Programme

NZL will pay a final dividend of 2.75 cps in April 2026 representing 100% of AFFO earned in the second half of the

year.

Under NZL’s revised dividend policy the Company now aims to make regular quarterly distributions of 90% - 100%

of AFFO.

NZL has elected to suspend its Dividend Reinvestment Programme (DRP) and 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.

Outlook

NZL’s strategy is a specialist yield vehicle delivering consistent and growing dividends, supported by disciplined,

yield-accretive growth and exposure to productive land assets.

The outlook for agriculture is positive with property prices forecast to continue increasing and higher commodity

prices improving the servicing ability of NZL’s tenants.

NZL’s leases incorporate regular CPI reviews. That means inflation results in rental growth. NZL is also protected

from operational on-farm costs.

NZL forecasts FY26 AFFO of between $8.25m and $8.75m, this excludes earnings from properties with put/call

arrangements in place (~$1.4m).

Rob Campbell

Chair

1.AFFO is a non-GAAP measure refer to note 24.1 of the financial statements.

2.Reported figures include 100% of the earnings and assets of New Zealand Rural Land Investments Limited Partnership. NZL owns 75% of this

entity. AFFO and dividends are not reported on a consolidated basis and are 100% attributable to NZL.

5
NEW ZEALAND RURAL LAND COMPANY

2

SECTION

STATUTORY

INFORMATION

DIRECTORS

Directors are expected to:

•Ensure the strategic goals of NZL are clearly established and strategies are in place to achieve them;

•Approve and monitor NZL’s financial statements, corporate governance and other reporting, including reporting to

Shareholders and other stakeholders in accordance with its statutory functions;

•Ensure that NZL has appropriate risk management and regulatory compliance policies in place and monitor the integrity of

these policies;

•Familiarise itself with issues of concern to Shareholders and significant Stakeholders, including customers, staff, lessee’s

and the community; and

•Monitor the performance of NZL’s Manager.

Rob Campbell, appointed in September 2020, has more than 50 years’ experience in investment management and corporate

governance. He is the Chancellor of Auckland University of Technology. Rob trained as an economist and has worked in a

variety of capital market advisory and governance roles over a long period.

Sarah Kennedy, appointed in September 2020, is the Founder and Managing Director of Calocurb Limited, a bioactive developed

by Plant and Food Research selling internationally. She is the former CEO of Lifestream International, a New Zealand-owned

company specialising in bioavailable, ethical, plant-based health foods. Sarah has also been chief executive of Designer Textiles

International. From 2011 to 2014, she held a number of senior roles with Fonterra, such as vice president of international farming

based in China, managing director of dairy nutrition, and managing director of RD1 — Fonterra’s chain of rural retail stores.

Before that, Sarah was managing director of Healtheries/Vitaco for a decade. Sarah is a veterinarian by training.

Christopher Swasbrook, appointed in September 2020,  is also a Director of Elevation Capital Management Limited, CG

Swasbrook & Co Limited and Art Management Inc. Limited. He was previously a Partner of Goldman Sachs JBWere Pty, Co-

head of institutional equities at Goldman Sachs JBWere (NZ) and a foundation broker of the NZX. He has been a board member

of the Financial Markets Authority since 2019. He is also Chair  of the Auckland Future Fund, Chair of Bethunes Investments

Limited, Chair of McCashin’s Brewery Limited, Chair of the Museum of New Zealand Te Papa Tongarewa, Chair of the Auckland

Art Gallery Advisory Board, Chair of The Helen Clark Foundation and Director of Rakon Limited..

Tia Greenaway, appointed in September 2021, is the CFO for Tupu Angitu Ltd, the commercial arm of Lake Taupō Forest Trust.

Tia has broad experience in the Māori sector and holds various roles on Iwi and Ahu Whenua Trusts and Committees operating

mainly in farming, forestry and property management. Tia is a member of Chartered Accountants Australia and New Zealand,

has a background in climate change mitigation and adaptation and is passionate about improving well-being outcomes for our

taiao and our communities.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

NZL and its tenants adopt sustainable land management practices. These include practices that enhance the health and

well-being of the natural environment, animals and communities connected to the land. NZL and its tenants agree to binding

sustainability pledges in leases. Under the Financial Markets Conduct Act 2013 NZL is currently a climate reporting entity. The

Government has announced changes to climate reporting. Once this legislation is passed, NZL will no longer be a climate

reporting entity, and the FMA has stated that it will take a "no action" approach to affected entities who are expecting their

climate reporting obligations to cease once the legislation is passed. Notwithstanding, NZL strongly believes that transparent

and detailed climate reporting reflects NZL's values, and therefore intend to continue to prepare a climate statement, and when

complete it will be available on NZL's website, www.nzrlc.co.nz on or before 30 April 2026.

for the period ended 31 December 2025

6
NEW ZEALAND RURAL LAND COMPANY

CORPORATE GOVERNANCE

The Board is responsible for establishing and implementing NZL’s corporate governance frameworks. NZL’s corporate governance

practices have been prepared in accordance with the Financial Markets Authority’s Corporate Governance Handbook, the

requirements of the NZX Listing Rules, and, except where specifically stated otherwise in this Report, the recommendations in

the NZX Corporate Governance Code (NZX Code).

Copies of NZL’s key corporate governance documents, including NZL’s Board Charter and Code of Ethics, are available at NZL

Policy Documents & Constitution section of NZL’s website: www.nzrlc.co.nz/company-policy-documents.

This statement was approved by the Board on 27 February 2026 and was accurate as at that date.

Corporate Governance Structure

The Board is elected by Shareholders of NZL. The Board has overall responsibility for the governance of NZL, while the day-

to-day management of NZL has been delegated to the Manager. The respective roles of the Board and the Manager within this

corporate governance structure are summarised below.

Role of the Board

The primary role of the Board is to set and monitor the strategic direction of NZL and to add long-term value to NZL’s shares,

whilst having appropriate regard to the interests of all material Stakeholders. Further information on the Board’s role and

responsibilities is set out in the Board Charter.

Board Committees

The Board may establish a committee to consider certain issues and functions in more detail. The Board retains ultimate

responsibility for the functions of its committees and determines their responsibilities. The Board has established two standing

committees, and other committees may be established on a case-by-case basis where the Board considers it appropriate to do

so.

Audit and Risk Committee

The Board has established an Audit and Risk Committee (Sarah Kennedy (Chair), Rob Campbell and Tia Greenaway), with the

role of overseeing financial reporting, accounting policies, financial management, and internal control systems. The Audit and

Risk Committee responsibilities are outlined in the Audit and Risk Committee Charter available on NZL’s website.

Remuneration Committee

The Board has established a Remuneration Committee (Rob Campbell (Chair) and Sarah Kennedy), with the role of recommending

Director remuneration packages to Shareholders. The Remuneration Committee responsibilities are outlined in the Remuneration

Committee Charter available on NZL’s website. NZL also has a Remuneration Policy applicable to Directors available on its

website. NZL does not have a Remuneration Policy for executives because executive functions are performed by the Manager,

and therefore NZL does not employ any executives. For the same reason, there are no disclosures in relation to the Chief

Executive Officer remuneration arrangements.

Board Membership

The Board comprises at least three Directors, with at least two independent Directors. The composition of the Board reflects the

duties and responsibilities it is required to perform in setting NZL’s strategy and ensuring it is implemented.

At the date of this Annual Report, the Board comprises four Directors (three independent Directors and one non-independent

Director).

Independence

The Board Charter of NZL sets out the standards for determining whether a Director is independent for the purposes of service

on the Board and committees. These standards reflect the requirements of the NZX Listing Rules. A Director is independent if

the Board affirmatively determines that the Director has satisfied these standards. As at 31 December 2025, Sarah Kennedy, Tia

Greenaway and Rob Campbell are considered by the board to be independent directors. They are considered to be independent

due to the following factors:

SECTION 2. STATUTORY INFORMATION

7
NEW ZEALAND RURAL LAND COMPANY

•They are non-executive directors who are not substantial shareholders and who are free of any interest, business or other

relationship that would materially interfere with, or could reasonably be seen to materially interfere with, the independent

exercise of their judgement;

•They have not been employed or retained, within the last three years, to provide material professional services to the

Company;

•Within the last 12 months, they were not a partner, director, senior executive or material shareholder of a firm that provided

material professional services to the Company or any of its subsidiaries; and

•None of these directors:

Ղhave been, within the last three years, a material supplier to the Company or have any other material contractual

relationship with the Company or another group member other than as a director of the Company;

Ղreceive performance-based remuneration from, or participates in, an employee share scheme of the Company; and

Ղcontrol, or is an executive or other representative of an entity which controls, 5% or more of the Company’s voting

securities.

Christopher Swasbrook is a non-Independent Director because of his service provider role with the Manager.

Tenure

Directors are not appointed for fixed terms. However, the Constitution and the NZX Listing Rules require all Directors to stand

for re-election at the third annual meeting after appointment or after three years (whichever is longer). A Director appointed by

the Board to fill a casual vacancy must also stand for election at the following annual meeting.

Board and Committee Meetings

The Board and committee meetings and attendance in the year to 31 December 2025 are

set out below:

AttendeeBoard MeetingsAudit and Risk CommitteeRemuneration Committee*

Rob Campbell

9/99/94/44/4-

Sarah Kennedy

9/99/94/44/4-

Christopher Swasbrook

8/98/9--

Tia Greenaway

9/99/94/4-

*No remuneration committee meetings were required during the period because there were no proposals to alter Directors' fees

Independent Professional Advice

Directors are entitled to seek independent professional advice on any aspect of the Directors’ duties at NZL’s expense, with the

approval of the Chair.

During the period no instances have arisen whereby a Board committee or individual director has needed to seek independent

legal or financial advice. However, the Board has access to appropriate internal and external expertise to support board

assurance activities:

•All executives of the Manager have direct access to the Board and each of the Directors;

•The external Audit Firm Lead Partner has direct access to the Chair of the Audit and Risk Committee, and has “Board only”

time without management present at Audit and Risk Committee meetings; and

•The Board has directly sought expert external valuation, corporate finance, tax, and legal advice as required.

SECTION 2. STATUTORY INFORMATION

8
NEW ZEALAND RURAL LAND COMPANY

Board Assessment

The Board Assessment that would typically have occurred during 2025 was deferred by the Board, as it considered that an

assessment would be optimised by first having KPMG complete its Capital Review. The Capital Review was completed in January

2026, and the Board has therefore now commenced a review of its performance and composition, working with Propero

Consulting. This will be completed in the first half of 2026.

Directors’ and Officers’ Insurance

While acting in their capacities as Directors, NZL provides indemnity and insurance cover for Directors to the fullest extent

permitted by law. As permitted by its Constitution, NZL has entered into a deed of indemnity, insurance and access indemnifying

each Director for potential liabilities, losses, costs and expenses they may incur for acts or omissions in their capacity as Director,

and agreeing to effect directors’ and officers’ liability insurance for those persons, in each case subject to the limitations set out

in the Companies Act 1993.

Role of New Zealand Rural Land Management

The day-to-day management responsibilities for NZL have been delegated to the Manager under a long-term Management

Agreement. The Management Agreement details a comprehensive list of the Manager’s duties and responsibilities, and the

fees payable to the Manager (which are summarised in the Financial Statements at pages 35 and 36 of this report). Under the

Management Agreement, the Manager is responsible for the:

•Management and administration of NZL including secretariat services;

•Management of properties owned by NZL;

•Sourcing of sale and purchase opportunities, including overseeing the due diligence and execution processes;

•Operation of lease arrangements;

•Communication with investors; and

•Administration of dividends and distributions.

Manager Performance

A key role of the Board is to monitor the performance of the Manager. The Board recognises that the interests of the Manager

and the interests of NZL’s Shareholders have the potential to conflict.

The Board is responsible for identifying, assessing and resolving any potential conflicts in relation to NZL’s structure, NZL’s

adopted strategies and the resulting potential fees payable to the Manager. Any matters to be considered under the Management

Agreement by NZL are considered and determined by the independent Directors on the Board. Where the Board must vote

on any matter relating to the Manager, Chris Swasbrook is interested and must not vote on that matter given his historical

relationship with the Manager.

Diversity

NZL has a Diversity Policy, which describes NZL’s approach to diversity and inclusion. The Diversity Policy applies to the Board

and the Manager and should be read in conjunction with NZL’s Code of Ethics and all other policies that cover areas such as

values, culture and employee expectations. A copy of the Diversity Policy is available on NZL’s website.

In accordance with the Company’s Diversity Policy, NZL has evaluated its performance against the measurable objectives

established under the governance section of the Company’s Sustainability Programme. These relate to the Board of Directors

because NZL does not employ any staff. NZL has successfully met its diversity targets in relation to both director independence

and gender diversity and, while not having specific targets, has noted that there is also diversity of both age and ethnicity among

the directors.

SECTION 2. STATUTORY INFORMATION

9
NEW ZEALAND RURAL LAND COMPANY

The following table provides a quantitative breakdown as at 31 December 2025 as to the gender composition of the Board:o the gender composition of the Board:

31 December 202531 December 2024

FemaleMale% FemaleFemaleMale% Female

Board2250%2250%

Officers010%010%

NZX Corporate Governance Code

NZL considers that during the year ended 31 December 2025, NZL materially complied with the Code. NZL does deviate from

the Code, by not having a formally established Nominations Committee. Given the current nature and structure of NZL, the

Board considers the matters related to nominations are best undertaken by the entire Board.

Risk Management Risk Management

The Audit and Risk Committee ensures that NZL fulfils its responsibilities in all matters related to risk management. The

Committee is responsible for overseeing financial reporting, accounting policies, financial management and internal control

systems. Formal control and reporting processes have been introduced to ensure the Board is properly and regularly informed

on corporate financial matters.

NZl’s key risks as a land owner are identified, scored and reported to the Board as part of NZL’s Enduring Land Programme. These

are broadly categorised under environmental, economic, social, and animal welfare categories. More detail on this programme

can be found at www.nzrlc.co.nz/sustainability. Health and Safety risks are managed and reported to the Board in accordance

with NZL’s Health and Safety Management Plan. Other risks that may impact NZL’s value (including land value, tenant financial

capacity, access to capital, unbudgeted capex, and forestry regulation) are assessed by the Manager and reported to the Board

with appropriate recommendations. A number of these risk are reflected in NZL’s Corporate Policies such as the Acquisitions,

Tenant and Leasing Policy, Capital Management Policy, and Dividend Policy.

Health & Safety

NZL owns farming property and leases it to tenants, and the Manager manages the lease arrangement on behalf of NZL. This

scenario creates overlapping health and safety duties for the properties. NZL, the Manager, and the tenant have carefully

considered each parties’ ability to influence and control health and safety matters, and put in place a Health and Safety

programme via a Overlapping Duties Agreement on each farm. This takes into account who has control over work activity,

control of the workplace and control over workers, and allocates in a detailed register responsibilities based on who is in the

best position to control, influence and manage each health and safety obligation to ensure successful implementation and avoid

duplication of efforts.

Directors’ Relevant Interests

As at 31 December 2025, the Directors of NZL who have relevant interests (as defined in the Financial Market Conduct Act 2013)

in quoted financial products of NZL are as follows:

NZL Ordinary SharesBeneficial InterestsNon-beneficial Interests

Rob Campbell1,086,234-

Sarah Kennedy48,069-

Christopher Swasbrook350,0001,500,000

Tia Greenaway8,691-

As at 31 December 2025, the Directors of NZL held, in aggregate, 2.05% of NZL’s ordinary shares.

SECTION 2. STATUTORY INFORMATION

10
NEW ZEALAND RURAL LAND COMPANY

Directors disclosed the following acquisitions and disposals of relevant interests in NZL shares during the year ended 31

December 2025 pursuant to section 148 of the Companies Act 1993:

NZL Ordinary Shares

Beneficial interests

as at 31 December

2025

Change

from 31 December

2024

Non-beneficial

Interests

as at 31 December

2025

Change

from 31 December

2024

Rob Campbell1,086,234+128,605--

Sarah Kennedy48,069+2,322--

Christopher Swasbrook350,000350,000--1,500,0001,500,000-1,376,953-1,376,953

Tia Greenaway8,6918,691+420+420----

Interests Register

The following are the relevant interests of the Directors of NZL and its subsidiaries:

Rob CampbellRob Campbell

Chancellor of Auckland University of Technology

Trustee of Pacific Settlement Support Services Trust

Advisory Board Member of Purpose Capital Limited

Advisory Board Member of Paua Wealth Management

Advisory Board Member of Koi Tu Centre for Informed Futures

Director of RC Custodian Limited

Trustee of Korowai Taonui Trust

Director of LamCam Limited

Sarah Kennedy

Founder and Managing Director of Calocurb Limited

Director Lanaco Limited

Christopher Swasbrook

Chair of Auckland Future Fund

Director and Shareholder of Art Management Inc. Ltd

Director of Bethunes Investments Limited (in liquidation)

Director of Elevation Capital Funds Management Limited (ECFM):

•Director and Shareholder

•Through ECFM, Chris Swasbrook acts as a financial adviser to Clyde and Rena Holland and indirectly receives

financial benefits from advising them. Clyde and Rena Holland are substantial shareholders of the Company.

Director and shareholder of CGS & CVS Limited

Director and Shareholder of Elevation Capital Limited

Director of Rakon Limited

Chair of Museum of New Zealand Te Papa Tongarewa

CS Swasbrook & Co Ltd

•Director and shareholder

•Services contract with New Zealand Rural Land Management Limited Partnership

Executive Chair McCashins Brewery Limited

Chair of Auckland Art Gallery Advisory Board

Chair of The Helen Clark Foundation

Board Member of Financial Markets Authority

Director of Merx Trust Management Limited

SECTION 2. STATUTORY INFORMATION

11
NEW ZEALAND RURAL LAND COMPANY

Tia Greenaway

Member of New Zealand Maori Tourism Audit and Risk Committee

Trustee of Ngati Tutemohuta Charitable Trust

Board Member, Nga Pukenga (Maori Advisory Board to Treasury)

Committee Member of Opepe Investment Committee

Director and Shareholder of Piata Horizons Limited

Member of Rongowhakaata Iwi Trust Audit Risk and Finance Committee

Responsible Trustee of Tauhara Middle 14 Trust

Responsible Trustee of Tauhara Middle Lands Trust

Director Tauhara Middle Lands Trust General Parter Ltd

Chief Financial Officer Tupu Angitu

Director of Te Iho Nuku General Partner Ltd

Directors’ RemunerationDirectors’ Remuneration

TThe remuneration paid to NZL and its subsidiaries’ Directors in respect of the year ended 31 December 2025 was as follows

(these amounts exclude GST, where appropriate):

DirectorYear to 31 December 2025 (NZD)

Rob Campbell97,50097,500

Sarah Kennedy65,00065,000

Christopher SwasbrookNil*Nil*

Tia Greenaway65,000

Total227,500227,500

Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of

performing their duties. The Company has no specific policy on whether or not to pay directors additional fees for the provision performing their duties. The Company has no specific policy on whether or not to pay directors additional fees for the provision

of additional services. However, the Company did not pay any additional fees to any Director for the provision of additional of additional services. However, the Company did not pay any additional fees to any Director for the provision of additional

services.services.

Directors do not receive any retirement benefits, and do not receive share options. Whilst NZL encourages NZL share ownership Directors do not receive any retirement benefits, and do not receive share options. Whilst NZL encourages NZL share ownership

to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership is not to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership is not

appropriate or achievable.appropriate or achievable.

Any proposed increases in non-executive Director fees will be put to shareholders for approval. At that time a Fee Pool will also Any proposed increases in non-executive Director fees will be put to shareholders for approval. At that time a Fee Pool will also

be proposed to shareholders for approval (a fee pool has not been required because director fees were established prior to be proposed to shareholders for approval (a fee pool has not been required because director fees were established prior to

listing on NZX). If independent advice is sought by the Board, it will be disclosed to shareholders as part of the approval process.listing on NZX). If independent advice is sought by the Board, it will be disclosed to shareholders as part of the approval process.

* Swasbrook Securities Limited, a company controlled by Christopher Swasbrook, is party to a services agreement with the Manager.

Under the services contract Swasbrook Securities Limited receives remuneration from the Manager including for Chris Swasbrook

acting as a director of NZL. Consequently NZL does not pay Christopher Swasbrook directors fees itself.

SECTION 2. STATUTORY INFORMATION

12
NEW ZEALAND RURAL LAND COMPANY

The following Board skills matrix outlines the qualifications, capabilities, geographical location, tenure and gender of each

member of the Board:

The following Board skills matrix outlines the qualifications,

capabilities, geographical location, tenure and gender of

each member of the Board

Rob CampbellChris Swasbrook Sarah KennedyTia Greenaway

Director Qualification

CNZM,

BA (Hons),

MPhil (Economics)

BCom (Economics)

BVSc (Dist), MIT

Sloan Fellowship

MPA (Accounting),

CA

Strategic knowledge of rural investmentsYes Ye sYe s Ye s

Strategic knowledge of funds management businesses

Ye sYes NoNo

Financial

Ye sYes Ye sYe s

Risk management/regulatory

Ye sYes NoYe s

Sustainability

Ye sNoYe sYe s

Legal No No Yes Yes

People leadership and culture

Ye sYe sYe sYe s

Listed company governance Yes Yes Ye sNo

Capital markets Ye sYe sYe sNo

Geographic location Auckland Auckland Auckland Taupo

Tenure (years) 63 Months63 Months63 Months51 Months

Gender Male Male Female Female

Employee Remuneration

NZL, including its subsidiaries, has no employees. NZL is managed by the Manager under the Management Agreement. Details

of the fees paid to the Manager are included in the Financial Statements on pages 35 - 36.

Subsidiaries and Partnership

NZL has four subsidiaries. The following people were directors of NZL's subsidiary companies in the year to 31 December

2025. These companies are all New Zealand incorporated companies. Except where shown NZL's ownership interest in these

companies as at 31 December 2025 was 100%

Donations

NZL, including its subsidiaries, did not make any donations during the six months endedNZL, including its subsidiaries, did not make any donations during the six months ended 31 December 2025. NZL has a policy

of not making political donations.

Dividends Paid

NZL paid an interim dividend of 2.16 cps. and will pay a final dividend of 2.75 cps in April 2026 resulting in a total FY25 dividend

of 4.91 cps.

Company Secretariat ServicesCompany Secretariat Services

Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat

Services via oversight from the Manager’s Board of Directors. The Board of the Manager does not consist of any NZL Directors.

Auditors

The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides

a formal channel of communication between the Board, senior management and external auditors.a formal channel of communication between the Board, senior management and external auditors.

SECTION 2. STATUTORY INFORMATION

SubsidiaryDirectors

NZRLC Dairy Holdings LimitedR Campbell, C Swasbrook, S Kennedy, T Greenaway

SSP NI LimitedC Swasbrook

New Zealand Rural Land Investments GP Limited (75%)R Campbell, S Kennedy, T Greenaway, B Mytton

New Zealand Rural Land Investments Limited Partnership (75%)R Campbell, S Kennedy, T Greenaway, B Mytton

NZRLC LP Nominee LimitedR Campbell

13
NEW ZEALAND RURAL LAND COMPANY

The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years) The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years)

and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit

firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless

on balance it is not in the interests of NZL to do so. The Committee periodically has time with the external auditor without on balance it is not in the interests of NZL to do so. The Committee periodically has time with the external auditor without

management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.

An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the

external auditor.

On 14 October 2025 NZL accepted the resignation of William Buck as the Company's statutory auditor and appointed PwC in its

place and Matt White was appointed as Lead Audit Partner on the same date.

All audit work is fully separated from non-audit services, to ensure that appropriate independence is maintained. The amount

of fees paid to William Buck and PwC for audit work in FY25 are identified in note 21 of the consolidated financial statements.

At the 2025 Annual Meeting shareholders autAt the 2025 Annual Meeting shareholders authorised the Directors to fix the auditor’s fees and expenses for the ensuing year.

PwC has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to operate

independently during the year.

William Buck, at the time of the 2025 Annual Shareholders' meeting had not yet resigned as auditor and therefore attended the

meeting and were available to answer any questions.

No non-audit services were provided by William Buck or PwC.No non-audit services were provided by William Buck or PwC.

NZX Waivers

No waivers from the NZX Listing Rules were granted to the Company or relied upon by the Company during the year ended 31

December 2025.

Credit Rating

NZL does not have a credit rating.

Substantial Product Holders

The following information is pursuant to section 293 of the Financial Markets Conduct Act 2013. The total number of voting

securities of NZL on issue as at 31 December 2025 was 146,138,526. According to notices received by NZL, the following

persons were substantial product holders in NZL as at 31 December 2025:

Ordinary sharesNumber held

Accident Compensation Corporation13,021,19013,021,190

Clyde and Rena Holland12,247,43912,247,439

Salt Funds Management Limited10,372,43210,372,432

ANZ New Zealand Investments Limited, ANZ Bank New Zealand Limited and ANZ Custodial

Services New Zealand Limited

7,954,4647,954,464

Spread of Shareholders

The spread of the Shareholders of NZL as at 31 December 2025 is as follows:

Number of SharesNumber of HoldersTotal Shares HeldPercentage (%)

1 - 1,00014088,3920.06

1,001 – 5,000345982,5190.67

5,001 – 10,0002361,801,7761.23

10,001 – 50,0003698,210,4555.62

50,001 – 100,000684,920,8243.37

100,001 and over80130,134,56089.05

Total1,238146,138,526100.00

SECTION 2. STATUTORY INFORMATION

14
NEW ZEALAND RURAL LAND COMPANY

Spread of Warrant Holders

The spread of the Warrant Holders of NZL as at 31 December 2025 is as follows:

Number of WarrantsNumber of HoldersTotal Warrants HeldPercentage (%)

1 - 1,000240104,5371.30

1,001 – 5,000149341,5554.27

5,001 – 10,00028184,3292.31

10,001 – 50,00021525,0386.57

50,001 – 100,0005345,7434.32

100,001 and over86,495,02581.23

Total4517,996,227100.00

Twenty Largest Shareholders

The twenty largest Shareholders of NZL as at 31 December 2025 are as follows:

ShareholdersNumber held

New Zealand Permanent Trustees Limited 18,834,965

Accident Compensation Corporation13,021,190

HSBC Nominees (New Zealand) Limited8,686,242

Apex Custodian Nominees7,856,536

Premier Nominees Limited6,593,901

B J Lindsay & J J Parsonson & W D Anderson & S M Palmer6,533,333

Custodial Services Limited6,364,241

FNZ Custodians Limited5,941,878

Allied Farmers Limited4,018,065

Janice Catherine Walker & Sonya Jane Walker & Duncan Varhan Fea4,000,000

New Zealand Depository Nominee3,597,030

Citibank Nominees (NZ) Ltd2,743,876

Wairahi Investments Limited2,600,000

Custodial Services Limited2,528,825

DFS Investment Partners LLC1,950,790

Investment Custodial Services Limited1,567,884

BNP Paribas Nominees NZ Limited1,529,217

FNZ Custodians Limited1,479,699

MFL Mutual Fund Limited1,348,563

Clyde Parker and Rena Holland1,336,356

SECTION 2. STATUTORY INFORMATION

15
NEW ZEALAND RURAL LAND COMPANY

Twenty Largest Warrant Holders

The twenty largest Warrant Holders of NZL as at 31 December 2025 are as follows:

Warrant HoldersNumber held

Accident Compensation Corporation1,636,731

B J Lindsay & J J Parsonson & W D Anderson & S M Palmer1,044,444

Premier Nominees Limited894,779

MFL Mutual Fund Limited515,502

Custodial Services Limited374,913

FNZ Custodians Limited329,333

New Zealand Permanent Trustees Limited299,999

HSBC Nominees (New Zealand) Limited243,013

Apex Custodian Nominees204,985

New Zealand Permanent Trustees Limited175,001

Custodial Services Limited165,938

Public Trust RIF Nominees Limited122,991

FNZ Custodians Limited119,770

John Albert Galt119,072

Christina Dietzsch Kley116,667

Philip Bowman91,667

CG Swasbrook & Co Limited83,606

New Zealand Depository Nominee63,471

Graeme Arthur Cleary56,333

MMC Queen Street Nominees Ltd53,995

SECTION 2. STATUTORY INFORMATION

16
NEW ZEALAND RURAL LAND COMPANY

3

SECTION

Financial

Statements

New Zealand Rural Land Company Limited and its subsidiaries

Consolidated Financial Statements

For the year ended 31 December 2025

17
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Directors' responsibility statement

For and on behalf of the Board

DirectorDirector

The Board of Directors of New Zealand Rural Land Company Limited authorised the financial statements for issue on 27 February 2026

.

The directors are pleased to present the financial statements of New Zealand Rural Land Company Limited and its subsidiaries for the financial

year ended 31 December 2025.

2

Sarah Kennedy

Rob Campbell

18
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Consolidated statement of comprehensive income

For the year ended 31 December 2025

(Restated)

1

20252024

Notes $'000 $'000

Rental income822,276 19,869

Total rental income22,276 19,869

Less expenses

Management fees22.1

(1,518)(1,407)

Professional, consulting and listing fees(2,372)(686)

Repairs and maintenance(20)(396)

Directors fees22.2(222)(227)

Performance fee22.1(412)(829)

Settlement of convertible loan- (160)

Other22.1(283)(199)

Total expenses(4,827)(3,904)

Profit before net finance expense, other income and income tax17,449 15,965

Finance income2,181 2,550

Finance expense(7,614)(10,808)

Net finance expense9(5,433)(8,258)

Profit before other income and income tax12,016 7,707

Other income

Change in fair value of investment properties5(185)26,421

Movement in redeemable Limited Partnership units17(3,408)(8,364)

Other79 47

Total other income(3,514)18,104

Profit before tax8,502 25,811

Income tax expense10.1(646)(931)

Net profit7,856 24,880

Other comprehensive income- -

Total comprehensive income for the period7,856 24,880

Cents Cents

Basic and diluted earnings per share275.43 17.75

1

Refer to note 29 for further information in relation to the restatement.

These financial statements are to be read in conjunction with the accompanying notes.3

19
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Consolidated statement of financial position

As at 31 December 2025

(Restated)

1

20252024

Notes $'000 $'000

Current assets

Cash and cash equivalents11 5,918 5,520

Derivative assets14 57 151

Trade and other receivables12 298 1,769

Assets held for sale 6 - 11,355

Total current assets 6,273 18,795

Non-current assets

Investment properties5 416,498 400,448

Loan receivable13 23,095 21,685

Advanced property settlement7 5,811 2,562

Deferred tax assets10.2 - 600

Derivative assets14 237 352

Other non-current assets 171 101

Total non-current assets 445,812 425,748

Total assets 452,085 444,543

Current liabilities

Trade and other payables15 1,976 3,157

Borrowings16 56,899 47,101

Derivative liabilities14 70 129

Other current liabilities 4 169

Total current liabilities 58,949 50,556

Non-current liabilities

Borrowings16 75,818 84,106

Derivative liabilities14 2,511 2,342

Deferred tax liabilities10.2 46 -

Redeemable Limited Partnership units17 79,563 76,437

Total non-current liabilities 157,938 162,885

Total liabilities 216,887 213,441

Net assets 235,198 231,102

Share capital18 164,316 161,068

Share based payment reserve20 583 829

Retained earnings 70,299 69,205

Total equity 235,198 231,102

$ $

Net Assets Value (NAV) per share

2

24.2 1.6094 1.6166

Net Tangible Assets (NTA) per share

2

24.2 1.6254 1.6346

1

Refer to note 29 for further information in relation to the restatement.

2

These are non GAAP measures. More information on these measures are provided in note 24.

These financial statements are to be read in conjunction with the accompanying notes.4

20
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Consolidated statement of changes in equity

For the year ended 31 December 2025

Notes $'000 $'000 $'000 $'000

Balance at 1 January 2024 157,419 901 64,772 223,092

Comprehensive income

Total comprehensive income for the period (restated

1

)

- - 24,880 24,880

Total comprehensive income - - 24,880 24,880

Transactions with shareholders

Capital raised18 1,897 1,897

Performance fee issued in ordinary shares18 901 (901) - -

Performance fee payable in ordinary shares (restated

1

)

20 - 829 - 829

Dividends paid19 - - (2,041)(2,041)

Dividend reinvestment plan issues18, 19 851 - - 851

Transaction costs (Land Trust) - - (4,291)(4,291)

Adjustment on recognition of redeemable LP units - - (14,115)(14,115)

Balance at 31 December 2024 161,068 829 69,205 231,102

Comprehensive income

Total comprehensive income for the period - - 7,856 7,856

Total comprehensive income - - 7,856 7,856

Transactions with shareholders

2024 Performance fee issued in ordinary shares18 658 (658) - -

Final adjustment on 2024 performance fee20(2)(2)

2025 Performance fee payable in ordinary shares20 - 414 - 414

Dividends paid19 - - (6,762)(6,762)

Dividend reinvestment plan issues18, 19 2,590 - - 2,590

Balance at 31 December 2025 164,316 583 70,299 235,198

1

Refer to note 29 for further information in relation to the restatement.

Share capital

Retained

earnings

Total

Share based

payment

reserve

These financial statements are to be read in conjunction with the accompanying notes.5

21
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Consolidated statement of cash flows

For the year ended 31 December 2025

(Restated)

1

20252024

Notes $'000 $'000

Cash flows from operating activities

Lease income received 20,741 19,314

Payments to suppliers (3,308) (1,167)

Management fees paid (1,515) (1,331)

Income taxes received - 7

Interest paid (6,797) (9,039)

Interest received 394 1,234

Net cash generated by operating activities28 9,515 9,018

Cash flows from investing activities

Payments for investment properties (5,832)(36,161)

Payments for advanced settlement - (2,562)

Payments for retentions (900) -

Proceeds from disposals of investment properties 559 -

Net cash used in investing activities(6,173)(38,723)

Cash flows from financing activities

Proceeds from issue of ordinary shares - 5

Payments for share buy-backs - (77)

Payment of Land Trust transaction costs - (4,292)

Payment of transaction costs on issue of ordinary shares

- (23)

Dividends paid (net of reinvestments) (4,172) (1,189)

Proceeds from borrowings 2,612 26,902

Repayment of borrowings (1,102)(29,195)

Proceeds from redeemable Limited Partnership units 1,445 53,825

Distributions paid to redeemable Limited Partnership units holder (1,727) -

Repayment of convertible loan - (11,989)

Net cash generated by financing activities(2,944) 33,967

Net increase in cash and cash equivalents 398 4,262

Cash and cash equivalents beginning of the period 5,520 1,258

Cash and cash equivalents at the end of the period11 5,918 5,520

1

Refer to note 29 for further information in relation to the restatement.

These financial statements are to be read in conjunction with the accompanying notes.6

22
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

1Reporting entity

2Material accounting policy information

2.1Statement of compliance and reporting framework

2.2

Functional and presentation currency

2.3Basis of preparation and measurement

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST) except:



2.4Basis of consolidation

•has power over the investee;

•is exposed, or has rights, to variable returns from its involvement with the investee; and

•has the ability to use its power to affect its returns.

These consolidated financial statements are for New Zealand Rural Land Company Limited (the "Company" or "Parent") and its subsidiaries (together the "Group").

The Group's principal activity is investment in New Zealand rural farmland and forestry land.

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice ("NZ GAAP"), being in accordance with New

Zealand Equivalents to International Financial Reporting Standards ("NZ IFRS") and other New Zealand accounting standards and authoritative notices that are

applicable to entities that apply NZ IFRS and International Financial Reporting Standards Accounting Standards ("IFRS Accounting Standards"). They comply with

interpretations issued by the IFRS Interpretations Committee ("IFRS IC") applicable to companies reporting under IFRS accounting standards.

The Company is listed on the NZX Main Board and is a Financial Markets Conduct (“FMC”) reporting entity under Part 7 of the Financial Markets Conduct Act 2013.

The financial statements have also been prepared in accordance with the requirements of the Companies Act 1993, the Financial Markets Conduct Act 2013 and the

Main Board/Debt Market Listing Rules of NZX Limited.

As at 31 December 2025, the Group reported negative net working capital of $52.7 million, primarily due to $56.9 million of banking facilities (Tranches C and D) that

are due to expire within twelve months of the reporting date and are therefore classified as current liabilities. Excluding these maturing facilities, the Group would

have a positive net working capital position of $4.2 million. The Directors have assessed the Group’s ability to continue as a going concern and have determined that

the financial statements are appropriately prepared on a going concern basis. For context, the negative working capital position arises from two loan tranches

(Tranches C and D) that mature in 2026. The banking syndicate has given management a high degree of confidence that these facilities will be renewed prior to their

respective maturity dates and are currently discussing tenure. The Group remained in full compliance with all banking covenants throughout the financial year

ended 31 December 2025 and no covenant breaches are expected based on current forecasts.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on

consolidation.

When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the Group's accounting policies.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of

control listed above.

These financial statements are presented in New Zealand dollars, which is the functional currency of all Group entities. All amounts have been rounded to the

nearest thousand ($'000), unless otherwise stated.

where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an

item of expense; or

The Company is incorporated in New Zealand and registered under the Companies Act 1993. The Company is an FMC reporting entity for the purposes of the

Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013. The Company was incorporated on 11 September 2020 and is domiciled in New Zealand.

The Company is listed on the New Zealand Stock Exchange (NZX Limited) with ordinary shares listed on the NZX Main Board. The address of the Company's

registered office is 50 Customhouse Quay, Wellington Central, Wellington, New Zealand.

These financial statements are for the financial year ended 31 December 2025. The comparative period is the financial year ended 31 December 2024.

The material accounting policies applied in the preparation of these consolidated financial statements are set out in note 2 or in the accompanying notes. These

policies have been consistently applied to all the years presented, unless otherwise stated.

for receivables and payables which are recognised inclusive of GST (the net amount of GST recoverable from or payable to the taxation authority is included

as part of receivables or payables).

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.

Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from

the date the Company gains control until the date when the Company ceases to control the subsidiary.

The financial statements have been prepared on the historical cost basis except for derivative financial instruments and investment properties which are measured

at fair value.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is

achieved when the Company:

7

23
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

2.5Changes in accounting policies and adoption of new accounting standards

2.6Financial instruments





Financial assets - Derecognition of financial assets

Financial assets - Impairment of financial assets

Financial liabilities - Amortised cost

Financial liabilities - Derecognition of financial liabilities

3

Critical accounting estimates and judgements


• Fair valuation of investment properties (note 5)

• Determination that land and forest should be classified and measured as investment property (note 5)

• Deferred tax on investment properties (note 10.2)

• Recognition of loan receivable (note 13)

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and

substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of

ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have

to pay.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets

and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the

financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial

liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial instruments are classified into the following specified categories: ‘fair value through profit or loss' (FVTPL), and 'at amortised cost'. The classification

depends on the business model and nature of the cash flows of the financial instrument and is determined at the time of initial recognition.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The

effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of

the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter

period, to the net carrying amount on initial recognition.

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the

carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Redeemable limited partnership units which are classified and measured at fair value through profit and loss (refer to note 17)

Borrowings and trade payables which are classified and measured at amortised cost.

The preparation of these financial statements requires management to make estimates and assumptions. These affect the amounts of reported revenue and

expense and the measurement of assets and liabilities. Actual results could differ from these estimates. The principal areas of judgement and estimation in these

financial statements are:

Financial liabilities at amortised cost (including borrowings, related party payables and trade and other payables) are initially recognised at fair value and

subsequently measured at amortised cost using the effective interest method.

No new standards, amendments to standards or interpretations that are not yet effective have been early adopted by the Group in these Financial Statements.

In May 2024, the New Zealand Accounting Standards Board (NZ IASB) issued a new standard NZ IFRS 18 Presentation and Disclosure in Financial Statements which

replaces NZ IAS 1 Presentation of Financial Statements. NZ IFRS 18 is effective for reporting periods beginning on or after 1 January 2027. NZ IFRS 18 introduces a

defined structure for the Income Statement, requiring income and expense items to be categorised into operating, investing, financing, income taxes and

discontinued operations. Other requirements include enhanced disclosures for management-defined performance measures and additional guidance on

disaggregation/aggregation principles applied to all financial statements and notes. The Group expects to adopt NZ IFRS 18 in the annual reporting period beginning

1 January 2027.

The Group has adopted all relevant standards, amendments to standards or interpretations that are effective from 1 January 2025 during the year with no material

impact on the Group.

The material accounting policies are set out below.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.

The Group’s financial instruments comprise:

Impairment of trade receivables are recorded through a loss allowance account (bad debt provision). The amount of the loss allowance is based on the simplified

Expected Credit Loss (ECL) approach which involves the Group estimating the lifetime ECL at each balance date. The lifetime ECL is calculated using a provision

matrix based on historical credit loss experience and adjusted for forward looking factors specific to the debtors and the economic environment.

Limited Partnership establishment and associated transactions (note 17)

Cash, trade receivables and loan receivable which are classified and measured at amortised cost

Derivatives assets and liabilities which are classified and measured at fair value through profit and loss, and

8

24
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

3.1

Fair value estimation




4

Segment information

5

Investment properties

The Group’s assets and liabilities that are measured at fair value are investment properties and derivative financial instruments. Investment property is measured

using level 3 valuation techniques as further detailed in note 5.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the

Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or

liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the

measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of

input that is significant to the fair value measurement. For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the

degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are

described as follows:

The Group operates in one business segment being New Zealand rural land.

Included in the Group's total gross finance income, excluding gains on the fair value of derivative instruments, more than 10% was received as interest income from

two significant customers. The total gross interest income derived in the year ended 31 December 2025 from these customers was $0.758 million and $1.413 million

respectively (2024: $0.692 million and $1.334 million respectively). No other single customer contributed 10% or more of the Group's total finance income (2024:

nil).

Derivative financial instruments are measured using level 2 valuation techniques, which is based on inputs other than quoted prices in an active market that are

observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This valuation technique maximises the use of

observable market data where it is available and relies as little as possible on entity specific estimates.

Investment properties are initially measured at cost and subsequently measured at fair value with any change recognised in profit or loss. Any gain or loss arising

from a change in fair value is recognised in profit or loss.

Investment property is property held either to earn rental income, for capital appreciation or for both.

Initial direct costs incurred in negotiating and arranging operating leases and lease incentives granted are added to the carrying amount of the leased asset.

Investment properties and redeemable limited partnership units are measured using level 3 inputs (refer to note 5 and note 17, respectively), which are based on

valuation techniques that include inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The carrying value of all other financial assets and liabilities held at amortised cost reasonably approximates the fair value due to the short term nature of the

financial instruments.

Included in the Group's total rental income, more than 10% was received from two significant customers, WHL Capital Limited, and Nateva Leasing No.2 Ltd

(previously New Zealand Forest Leasing (No.2) Limited). The total rental income derived in the year ended 31 December 2025 from these customers was $3.940

million and $5.268 million (2024: $3.648 million and $5.130 million respectively). No other single customer contributed 10% or more of the Group's total rental

income (2024: nil).

Level 3 inputs are unobservable inputs for the asset or liability.

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

The Group's policy is to value the properties at least every 12 months and utilise external, independent valuers, having appropriate recognised professional

qualifications and recent experience in the location and category of the property being valued.

Investment properties are classified as level 3 (inputs are unobservable for the asset or liability) under the fair value hierarchy on the basis that adjustments must be

made to observable data of similar properties to determine the fair value of an individual property. During the year there were no transfers of investment property

between levels of the fair value hierarchy (2024: No transfers of investment property between levels of fair value hierarchy).

The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing

buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without

compulsion.

Investment properties are derecognised when they have been disposed of and any gains or losses incurred on disposal are recognised in profit or loss in the year of

derecognition.

9

25
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

5

Investment properties (continued)

2025

Land area

Opening

balanceAdditions¹ReclassificationsDisposals²

Lease fee

amortisation

Capitalised

lease

incentive

3

Revaluation

(loss) / gainCarrying value

LocationHectares$'000$'000$'000$'000$'000$'000$'000$'000

Canterbury

5,524 127,944 16,560 - - (9) (176)5,882 150,201

Otago

4,039 85,800 450 - - (4)- 1,581 87,827

Southland

1,386 43,300 8 - - (9) (25)2,854 46,128

Manawatū-Whanganui

4,768 114,000 - - (555)(7)- (8,811) 104,627

Hawke's Bay

97 24,301 3 - - (1)- (1,230) 23,073

South Taranaki

686 4,112 - - - - - (359) 3,753

Rangitikei Districts

195 991 - - - - - (102) 889

Fair value

400,448 17,021 - (555) (30) (201) (185) 416,498

2024

Land area

Opening

balance

(Restated)

Additions¹Reclassifications²Disposals

Lease fee

amortisation

Capitalised

lease

incentive

3

(Restated)

Revaluation

(loss) / gainCarrying value

LocationHectares$'000$'000$'000$'000$'000$'000$'000$'000

Canterbury

5,912 133,116 51 (11,355)- (8) (177)6,317 127,944

Otago

4,03979,298

3,572

- - (4)- 2,934 85,800

Southland

1,386 44,166

58

- - (9) (26)(889) 43,300

Manawatū-Whanganui

4,76889,701

14,356

- - (6)- 9,949 114,000

Hawke's Bay

97-

18,417

- - - - 5,884 24,301

South Taranaki

686-

2,318

- - - - 1,794 4,112

Rangitikei Districts

195-

559

- - - - 432 991

Fair value

346,281 39,331 (11,355) - (27) (203) 26,421 400,448

5.1Fair value measurement, valuation techniques and inputs

2025$'000$'000$'000

31,025 276,208 307,233

2024$'000$'000$'000

29,650 251,694 281,344



Fair value of land investment properties:

1

Includes directly attributable acquisition costs and is reduced by partial disposals.

Total value

The fair value recorded for the pastoral and orchard properties was determined as follows:

Freehold valuations of each property have been established at the reporting date by external independent valuers, Crighton Anderson Property and

Infrastructure (trading as "Colliers").

2

$11.4 million of investment properties in Canterbury have been reclassified as assets held for sale (refer to note 6).

In December 2024, the Group entered into a conditional agreement with a tenant which involves the acquisition of land in exchange for transfer of property held for

sale and cash. Details on this agreement is in note 6.

1

Includes directly attributable acquisition costs.

3

Net of amortisation.

2

In January 2025, the LP sold a portion of existing farm land in Manawatū-Whanganui for $0.6 million. The settlement was completed in February 2025.

3

Net of amortisation.

Lessor's

interest

Freehold

property value

Pastoral and orchard properties:

The values adopted in these financial statements for the pastoral and orchard land are summarised as :

Fair value totals

Fair value totals

Lessor's

interest

Freehold

property value

Total value

A residuary value (lessor’s interest) has been determined by external experts, KPMG, and added to those freehold valuations. The residuary value is the net

present value of the expected surplus cashflows of the excess of the contracted lease rates over the estimated market rents. Market rent has been

estimated to grow in line with CPI forecasts. The residuary interest includes projected income from the lessees exercising their right of renewal at above

market rates for the 2nd and 3rd periods of the leases.

10

26
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

5

Investment properties (continued)

5.1Fair value measurement, valuation techniques and inputs

Key inputs used to measure fair value of pastoral assets:

20252024

CPI forecast (long-run)

2.00%2.00%

WACC post tax on excess of contract lease income over estimated market rent

7.10%7.20%

Estimated initial market rental as a percentage of freehold property value

4.40%4.40%

Expectation of lease by lessee at first right of renewal

75.00%75.00%

Expectation of lease by lessee at second right of renewal

50.00%50.00%

Key inputs used to measure fair value of orchard assets:

20252024*

CPI forecast (long-run)

2.00%

2.00%

Post-tax discount rate on excess of contracted lease over estimated market rent

8.00%

8.10%

Estimated initial market rental as a percentage of freehold property value

4.50%4.50%

Key valuation inputDescription

CPIIncreaseDecrease

Discount rateDecreaseIncrease

The values adopted in these financial statements for the forestry assets are summarised as:

LeasePost-leaseTotal

2025 $'000 $'000 $'000

Block One

58,700 9,700 68,400

Block Two

4,600 10,100 14,700

Block Three

5,800 10,100 15,900

Block Four

6,200 4,100 10,300

75,300 34,000 109,300

LeasePost-leaseTotal

2024

$'000 $'000 $'000

Block One

60,900 12,200 73,100

Block Two

5,000 12,200 17,200

Block Three

5,800 11,900 17,700

Block Four

6,100 5,000 11,100

77,800 41,300 119,100

The valuation of the forestry assets has the following key inputs used to measure fair value:

20252024

CPI forecast (long-run)2.00%2.00%

Discount rate (lease period) - Block One

7.90%8.00%

Discount rate (lease period) - Blocks Two-Four

7.10%7.20%

Discount rate (post-lease)

9.90%9.90%

NZU market price 2031

$122$173

Long term NZU price growth rate from 2031

2.10%2.00%

NZU market price 2039*

$145$199

NZU market price 2040*

$148$203

NZU market price 2043*

$157$215

NZU market price 2046*

$167$229

The total value of the Company's forestry assets is $109.3 million. Of this, approximately $75.3 million (69%) is based on contracted lease cashflows and $34 million

(31%) relates to the forests value post lease (i.e. residual value). The risk profile of each of these periods differs. The leased period value comprises significantly of

CPI-linked contracted cashflows whereas the post-lease value is solely cashflows from carbon generation. The key inputs, assumptions, and uncertainties impacting

each of these periods are presented further within this note.

The tenants of both sites have leased the land to derive income from either carbon or timber. It is assumed based on the current pricing and outlook that carbon will

be the most likely income source; therefore, the forestry assets have been valued on this basis, as permanent carbon forests being their highest and best use.

The fair value loss recognised in relation to forestry assets was $9.3 million (2024: gain of $12.2 million).

The valuation of the forestry assets has been assessed utilising the income approach for the Group's interest as a lessor and discounted post-lease cashflows. The

value of the lease period is based on the contractual lease amounts. The value of the post lease period is based on estimated carbon production and carbon unit

pricing.

The expected inflation increase applied to the lease income. Used in the income approach.

The rate applied to discount future cashflows, it reflects transactional evidence from similar

types of property assets. Used in the income approach.

Market rental assessmentThe valuer's assessment of the annual net market income per hectare attributable to the

property. Used in the income approach.

DecreaseIncrease*

*The Group purchased their first orchard during the year ended 31 December 2024.

*A decrease in market rental assessment may result in an increase in the lessor interest value, assuming the fee simple value of the property remains stable.

*Represents NZU market price at different end dates of leases. NZU pricing has been forecast and the mid-point is adopted for these purposes.

Forestry assets:

Two forestry assets were acquired during the period ended 31 December 2024. The first asset was acquired as bare land with planting completed 2024, and is

leased to a third party until 2040. The second acquisition is an established forestry asset with areas still to be planted, leased to a third party with expiry in 2046. The

tenants are responsible for planting costs during the leased period.

Measurement sensitivity

Increase in

input

Decrease in

input

11

27
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

5

Investment properties (continued)

5.1Fair value measurement, valuation techniques and inputs (continued)

Key valuation inputDescription

CPIIncreaseDecrease

Discount rateDecreaseIncrease

IncreaseDecrease

The two key subjective inputs into the valuation are:

1.Discount rates

2.Forecasted NZU prices

Down 1% Down 0.5% Unchanged Up 0.5% Up 1%

$'000 $'000 $'000 $'000 $'000

Fair value 114,900 112,100 109,300 106,600 104,200

Variance ($'000) 5,600 2,800 -(2,700)(5,100)

Variance (%)5.1% 2.6% 0.0% (2.5%)(4.7%)

Down 1% Down 0.5% Unchanged Up 0.5% Up 1%

$'000 $'000 $'000 $'000 $'000

Fair value 118,300 113,500 109,300 105,600 102,300

Variance ($'000) 9,000 4,200 -(3,700)(7,000)

Variance (%)8.2% 3.8% 0.0% (3.4%)(6.4%)

Down 1% Down 0.5% Unchanged Up 0.5% Up 1%

$'000 $'000 $'000 $'000 $'000

Fair value 124,100 116,300 109,300 103,000 97,200

Variance ($'000) 14,800 7,000 -(6,300)(12,100)

Variance (%)13.5% 6.4% 0.0% (5.8%)(11.1%)

2025

Low Mid High

Estimates for 2031$50$122$193

2024

Low Mid High

Estimates for 2031$84$173$263

The current value is also driven by the estimated carbon sequestration over the life of the forests. The number of NZUs yielded vary by property and depend on

factors including land class, location and soil type. The NZUs yielded by property are determined based on a combination of government published field

measurement approach (FMA) tables and forestry consultant advice and forest manager expertise.

Measurement sensitivity

The expected inflation increase applied to the lease income. Used in the income approach.

The rate applied to discount future cashflows, it reflects transactional evidence from similar

types of property assets. Used in the income approach.

Forecast NZU prices

Increase in

input

The price achieved when selling NZU when generated in the future. Used in the income

approach.

Management adopted the middle of the assessed valuation range, representing the application of mid scenario NZU price path. This is consistent with the valuer's

recommendation based on the assessed likelihood of international linkage.

From 2031, the price is increased annually by the estimated NZ long-term inflation rate of 2% per annum (2024: 2%).

Each price path starts from the December monthly average of $40 (2024: $61.5).

The low price path utilises a combination of the forward market price and costs to carry to reach the 2031 carbon price.

The mid price path is modelled as the midpoint between the high and low price path.

The high price path NZU price linearly tracks towards the high international floor price in 2031 as market expectations align with anticipated international linkages in

2031. It is assumed that, in this period, international units will be able to be used in the NZ emissions trading scheme. The high international floor equivalent to the

average of the Canadian and Netherlands floor prices in 2031 utilises a combination of the forward market price and costs to carry to reach the 2031 carbon price.

Thereafter growing at the long term NZU price growth rate.

Lease Period Discount Rate Sensitivity

Post Lease Discount Rate Sensitivity

Lease Period and Post Lease Discount Rate Sensitivity

As part of the forestry assets valuation, the Group's independent third party expert (KPMG) estimated the expected future price path of NZU’s. They provided three

scenarios and estimated prices as follows:

Decrease in

input

The discount rates have been determined by utilising the Capital Asset Pricing Model (CAPM) to determine WACC for this type of asset by external, independent,

experts (KPMG). The valuation sensitivities due to changes in the discount rate are shown below:

12

28
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

5

Investment properties (continued)

5.1Fair value measurement, valuation techniques and inputs (continued)

Revised

ValuationImpact

$'000 $'000

Low price path

73,900 (35,400)

High price path 137,700 28,400

Low Mid High

$'000 $'000 $'000

Lease period valuation 59,900 75,300 83,600

Variance ($'000) (15,400) - 8,200

Variance (%)(20.5%)0.0% 10.9%

Low Mid High

$'000 $'000 $'000

Post lease period valuation 13,900 34,000 54,100

Variance ($'000) (20,100) - 20,100

Variance (%)(59.1%)0.0% 59.1%

6

20252024

$'000$'000

Rural land properties held for sale

- 11,355

- 11,355






The remaining settlement was funded 75% by the Company and 25% contributions from Land Trust.

In December 2024, the Group entered into a conditional agreement with a tenant which involved the acquisition of land in exchange for transfer of property held for

sale and cash. This agreement was settled in March 2025 as follows:

The Group acquired farm land in Canterbury valued at $15.5 million. The farm land was approximately 304 hectares and will be leased to Spreadeagle

Dairies Limited for 14 years, generating $0.9 million of income in year one of the lease agreement.

As part of the settlement, the LP have sold farm land of approximately 570 hectares valued at $10.9 million. This farm land was classified as assets held for

sale revalued to $11.4 million in the consolidated financial statements for the year ended 31 December 2024.

A call option was granted by the Group to a related tenant such that it can purchase the land of the transferred leases for approximately their current value

(as of 31 December 2025). The option can be exercised on or before May 2027. This call option relates to properties that have an accumulated value of $63

million (investment properties). Management do not believe that it is highly probable that the call option will be exercised within the next 12 months and

therefore have not treated the properties as held for sale.

Assets held for sale

The forecasting of future NZU prices is inherently uncertain. Factors that contribute to the uncertainty include changes in government policy (including the timing of

achieving international linkages, if any) and market supply and demand. During 2025, NZU experienced volatility in their prices, and the range of potential future

outcomes is significant.

The Group has committed to capital projects of $1.4 million on land leased to the related tenant. The completion of these projects will result in a

corresponding uplift in the lease payments.

Lease Period Price Path Sensitivity

In the lease period, there is the only one property that has sensitivity to NZU pricing. The Group receives guaranteed minimum lease cash flows from this property

but also has the opportunity to realise additional upside from NZU price appreciation. The Group's receipts do not decrease if the NZU price falls.

The NZU pricing impacts both the contractual lease receipts during the lease period and the post-lease sales of NZU. The sensitivities for each of these periods

separately are shown below:

Post Lease Period Price Path Sensitivity

The valuation of the forestry assets is highly sensitive to changes in the estimated future prices. The valuation of $109.3 million at 31 December 2025 would be

impacted as follows if different price path assumptions had been applied:

13

29
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

7

(Restated)

20252024

$'000$'000

Advanced property settlement

5,811 2,562

5,811 2,562

8Rental income

20252024

$'000$'000

Gross lease receipts

22,548 20,285

Straight line rental adjustments

(22)(22)

Revenue received in advance adjustments

(74)(218)

Amortisation of capitalised lease incentives

(176)(176)

Rental income

22,276 19,869

8.1Lessor contractual operating lease income

20252024

Future minimum rental receivables under non-cancellable operating leases are as follows:

$'000$'000

Within 1 year

22,825 34,044

After 1 year but not more than 5 years

91,300 136,177

More than 5 years

185,843 112,322

Total property operating lease income

299,968 282,543

9Finance income and expense

20252024

$'000$'000

Finance income

Interest income

2,181 2,550

Finance expense

Interest expense

(7,373)(8,810)

Loss on fair value of derivative instruments

(241)(1,998)

Net finance expense(5,433)(8,258)

Finance expense includes interest expense incurred on borrowings and any loss on fair value of derivative instruments. Interest expense is recognised using the

effective interest method.

During the year ended 31 December 2024, the Group agreed to purchase two orchard properties in Otago from the same vendor. The purchase of the first property

was completed during that financial year and was recognised as investment property and leased back to the vendor. A deposit of $2.6 million was also paid on the

second property (and recognised as advanced property settlement) while certain actions were undertaken that would allow the Group to complete the purchase of

that property.

During the period ended 31 December 2025, the Group agreed with the lessee that rental receivable of $3.2 million from the lease on the first property could be

used as partial satisfaction of the purchase on the second property. This has been included in advanced property settlement.

The purchase is expected to settle in March 2026.

The commitments above are calculated based on the contract rates using the term certain expiry dates of lease contracts. Actual rental amounts in future may differ

due to CPI adjustments within the lease agreements.

Advanced property settlement

Finance income includes interest income derived from financial assets and any gain on fair value of derivative instruments. Interest income from a financial asset is

recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on

a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash

receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Rental income from investment properties leased to clients under operating leases is recognised in the consolidated statement of comprehensive income on a

straight-line basis over the term of the lease, taking into account rent free periods. Where lease incentives are provided to customers, the cost of incentives are

recognised over the lease term on a straight-line basis as a reduction to rental income.

The Group has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between 10 and 20 years.

14

30
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

10Income taxes

10.1Income tax recognised in statement of comprehensive income

(Restated)

20252024

$'000$'000

Current tax expense

- -

Deferred tax expense

646 931

Income tax expense646 931

Reconciliation of income tax expense to prima facie tax payable:

Profit before tax

8,502 25,811

Income tax expense calculated at 28% (2024: 28%)

2,381 7,227

Effect of expenses that are not deductible in determining taxable profit

957 96

Effect of income that is not assessable in determining taxable profit

100 (5,057)

Tax depreciation

(1,022)(1,007)

Gain on sale of fixed assets

15 -

Portion of taxable profits attributable to the Land Trust

(716)(328)

Prior period adjustment

(1,069)-

Income tax expense646 931

10.2Deferred tax assets

2025

$'000 $'000 $'000 $'000

Lease fees / Lease incentives

(391)- 81 (310)

Tax losses

1,000 - (716) 284

Carbon credits

(5) - (15) (20)

Disposal of assets

(4) - 4 -

Other

- - - -

Total deferred tax asset / (liability)

600 - (646)(46)

(Restated) (Restated)

2024

$'000 $'000 $'000

Lease fees / Lease incentives

(544)

133

20 (391)

Tax losses

1,941 - (941) 1,000

Carbon credits

- - (5) (5)

Disposal of assets

- - (4) (4)

Other

1 - (1)-

Total deferred tax asset / (liability)

1,398 133 (931)600

Key Judgement

Income tax expense represents the sum of the tax currently payable and deferred tax.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of

the reporting period, to recover or settle the carrying amount of its assets and liabilities.

The Group has chosen not to rebut the presumption in NZ IAS 12 Income taxes that the carrying value of investment properties will be recovered through sale.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient

taxable profits will be available to allow all or part of the asset to be recovered.

Closing

balance

Opening

balance

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on

tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The Group considers that any future gain on sale of investment properties will not be assessable for income tax purposes as the sale of a capital asset.

Recognised in

profit or loss

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated statement of

comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The

Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

It is assumed that the tax book value of tax depreciable assets reflects their market values. This assumes there would be no depreciation recovered if disposed of for

market value.

Opening

balance

Recognised in

equity

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax

bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are

generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible

temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other

than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax

liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Recognised in

profit or loss

Closing

balance

Recognised in

equity

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity,

in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

15

31
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

11Cash and cash equivalents

20252024

$'000$'000

Cash at bank

2,978 5,520

Cash held in Trust

2,940 -

Total cash and cash equivalents5,918 5,520

12Trade and other receivables

Trade receivables are non-derivative financial assets and measured at amortised cost less impairment.

20252024

$'000$'000

Trade receivables

119 1,127

Prepayments

171 642

Other receivables

8 -

Total trade and other receivables

298 1,769

Expected credit losses for the year ended 31 December 2025 are nil (2024: Nil).

13Loan receivable

20252024

$'000$'000

Non-current:

McNaughtons home block

8,388 7,632

Makikihi Farm

14,707 14,053

Total loan receivable

23,095 21,685

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short‑term, highly liquid investments with original maturities

of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

On 2 August 2021, the Group acquired land at a North Canterbury Dairy Farm (Makikihi Farm) for $12 million and simultaneously entered into a lease and a put and

call agreement with Makikihi Robotic Dairy Limited (MRDL), a related entity to the vendor. Under the call agreement, MRDL can acquire the land on 31 May in any

year (providing a minimum 90 days notice has been provided) from the Group for 12 million plus 4.66% interest compounding annually. Under the put agreement,

from 1 August 2023 the Group can require MRDL to acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and

call option has a 99 year life. The Group also receives 5.34% interest payments in cash which is not compounded annually.

The Group has determined that, in substance, it does not control the underlying property but instead holds a contractual right to receive cash. Accordingly, these

arrangements are accounted for as loans and bear market interest at a rate of 10% per annum (2024: 10%).

The loan receivable balances have been considered and determined no impairment is required at reporting date.

The loans are secured by a General Security Deed and cross guarantee from certain Van Leeuwen Group entities.

Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of

financial position as follows:

On 1 June 2021, the Group acquired land at 30 Cooneys Road, Morven (McNaughtons home block) for $5.4 million and simultaneously entered into a lease and a

put and call agreement with Performance Dairy Limited (PDL), a related entity to the vendor. Under the call agreement, PDL can acquire the land on 31 May in any

year (providing a minimum 90 days notice has been provided) from the Group for $5.4 million plus 10% interest compounding annually. Under the put agreement,

from 1 June 2023 the Group can require PDL to acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and call

option has a 99 year life.

Key Judgement

16

32
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

14Derivatives

20252024

$'000$'000

Derivative assets

Current:

Net settled milk price forwards

- 151

Interest rate swaps

57 -

Non-current:

Interest rate swaps

237 352

Total derivative assets

294 503

Derivative liabilities

Current:

Net settled milk price forwards

- 108

Interest rate swaps

70 21

Non-current:

Interest rate swaps

2,511 2,342

Total derivative liabilities

2,581 2,471

15Trade and other payables

20252024

$'000$'000

Trade payables and accruals

636 961

Revenue in advance

585 511

GST payable

254 287

Retention payable

1

365 1,265

Related party payables

136 133

Total trade and other payables

1,976 3,157

The value of interest rate swaps is derived from the mark-to-market valuation provided by a third party. The value of net settled milk price forwards has been

determined by management using the market prices of the value of the underlying futures contract.

Classification of interest rate swaps as current or non-current on the face of the consolidated statement of financial position is based on the final contractual

settlement date.

1

The Retention payable relates to orchard land acquired in February 2024 and is contingent on the vendor completing specific post settlement requirements. $0.9

million was paid to the vendor during the year and the company believes the remaining requirements will be met and the remaining retention balance will be paid.

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured

and are usually paid within 30 days from recognition. Trade payables are recognised initially at fair value and subsequently measured at amortised cost.

Derivative financial instruments are comprised of interest rate swaps and net settled milk price forwards. They are initially classified and subsequently measured as

fair value through profit or loss ("FVTPL"). Interest is imputed in the interest rate swap and reflected in finance income and expense.

17

33
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

16Borrowings

The terms of the borrowings includes the following covenants that the Group must ensure at all times:




Movement of borrowings

20252024

$'000$'000

Balance as at 1 January

131,207 133,500

Amounts drawn during the year

2,612

26,902

Principal repayments

(1,102) (29,195)

Balance as at 31 December 132,717 131,207

20252024

$'000$'000

Current borrowings:

Rabobank facility

38,613 31,761

Bank of China facility

18,286 15,340

56,899 47,101

Non-current borrowings:

Rabobank facility

51,445 57,272

Bank of China facility

24,373 26,834

75,818 84,106

132,717 131,207

Total borrowings

Expiry dateTotal

Undrawn

facilityDrawn amount

2025

$'000$'000$'000

Bank facility A

1 Jun 2028 46,000 - 46,000

Bank facility B

20 Dec 2027 36,000 6,181 29,819

Bank facility C

1 Jun 2026 29,500 - 29,500

Bank facility D

14 Apr 2026 27,398 - 27,398

138,898 6,181 132,717

Expiry dateTotal

Undrawn

facilityDrawn amount

2024

$'000$'000$'000

Bank facility A

1 Jun 2025 46,000 - 46,000

Bank facility B

20 Dec 2027 36,000 8,793 27,207

Bank facility C

1 Jun 2026 29,500 - 29,500

Bank facility D

14 Apr 2026 28,500 - 28,500

140,000 8,793 131,207

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the

proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of comprehensive income over the period of the

borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the

liability for at least 12 months after the reporting date.

There is a general security deed over all of the assets of the Group as security of the borrowings.

The effective interest rate on borrowings ranges from 4.00% to 5.51% (2024: 5.82% to 6.55%).

The Group has a syndicated loan facility agreement with Coöperatieve RaboBank U.A. New Zealand Branch ("Rabobank") and Bank of China (New Zealand) Limited

("Bank of China"). The facility agreement has a current limit of $138,898,000 with floating interest rates ranging over the four bank facilities. Interest is payable

quarterly in arrears. Bank facility A was due to expire on the 1 June 2025 but has been extended to 1 June 2028 on the same terms. During the period, the Group

made a partial principal repayment of bank facility D.

Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.

Loan to valuation ratio does not exceed 40%; and

Interest coverage ratio is greater than 2.0;

18

34
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

17

Limited Partnership establishment and reconciliation of redeemable limited partnership units

(Restated)

20252024

$'000$'000

Balance as at 1 Jan 2025

76,437 -

Initial recognition of financial liability at fair value

- 58,442

Distribution to Land Trust

(2,313) (1,275)

Further contributions received from Land Trust

2,031 10,906

Revaluation movement

3,408 8,364

Balance as at 31 Dec 2025

79,563 76,437

18Share capital

18.1 Ordinary shares

Authorised and issued

Balance at 1 January 2024

157,419139,295,000

Issue of shares for apple orchard acquisition

2,0382,215,190

(77)(88,084)

Dividend reinvestment

851967,556

Performance fee issued in ordinary shares

901 564,139

Transaction costs arising on issue of shares

(23)-

Other

(41)-

Balance at 31 December 2024161,068 142,953,801

Dividend reinvestment

2,590 2,772,953

Performance fee issued in ordinary shares

658 411,772

Balance at 31 December 2025164,316 146,138,526

No. of

ordinary

shares

Share buy-back

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are

recognised at the proceeds received, net of direct issue costs.

The December 2024 performance fee was settled with 411,772 shares being issued in March 2025 at an equivalent of $1.598 per share (internal NAV measurement).

The Group has classified Land Trust's interest in the LP as a financial liability, reflecting the substantive redemption features attached to the units. Under the

partnership agreement, Land Trust holds an option which is exercisable in February 2030, to offer to sell its units in the LP to the Company. If there has been a

significant financial deterioration in the LP then that option can be exercised 2 years earlier.

The redeemable limited partnership units liability are classified and measured at fair value through profit and loss. The Group has initially and subsequently

measured the liability based on fair value at the reporting date. The fair value is determined as 25% of the limited partnership Net Asset Value. Accordingly any

changes in the LP's net asset value results in a corresponding change to the value of redeemable LP units. Movements in the value of liability are reported in other

income in the statement of comprehensive income as movement in redeemable LP units.

In January 2024, the Company entered into an agreement to sell a 25% stake in its rural land portfolio to a group of investors in a Land Trust ("Land Trust") for $44.2

million. The investment was mechanised through the establishment of a limited partnership, the New Zealand Rural Land Investments Limited Partnership (the

“LP”).

The portfolio of rural land assets and associated debt was transferred to the LP prior to Land Trust's investment. The Company's investment mandate continues in

the LP with the same active strategy and manager (New Zealand Rural Land Management Limited Partnership).

The Company holds 75% of the partnership units and economic interest with Land Trust holding the other 25%. The LP is directed by New Zealand Rural Land

Investment GP Limited (the “GP”) with the Company and the Land Trust holding shares in the GP at the same proportion as their LP units. The Company’s directors

represent the majority of the GP (75%) and can unilaterally direct disposals and subsequent acquisitions of properties for land individually up to $5 million.

Furthermore, the Company has the ability to make some changes to lease agreements. The Company has concluded this provides it with sufficient control to direct

the relevant activities of the LP and accordingly has concluded that it controls and will consolidate the LP.

All shares have equal voting rights, participate equally in any dividend distribution or any surplus on the winding up of the Company. The shares have no par value.

The financial results of the LP for the year ended 31 December 2025 and position at 31 December 2025 have been consolidated into the Group. The redeemable LP

units also includes $1.444 million received in advance for future property purchases.

The GP shareholder agreement requires profits (based on Adjusted Funds from Operations (AFFO)) to be distributed to the LP unit holders. Accordingly, Land Trust's

share of the profits has been allocated to the redeemable units liability which is subsequently reduced as and when distributions are made.

Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale,

issue or cancellation of the Group's own equity instruments.

$'000

During the period, a total distribution of $2.313 million was declared and paid from the LP to the Land Trust.

19

35
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

18.2 Warrants

19Dividends

20Share based payment reserve

(Restated)

20252024

$'000$'000

Opening Balance

829 901

Performance fee issued in ordinary shares

(658)(901)

Final adjustment on 2024 performance fee

(2)-

2025 Performance fee payable in ordinary shares

414 829

Balance at end of the period583 829

21Remuneration of auditors

20252024

Assurance and other services

$'000$'000

Audit of financial statements

PricewaterhouseCoopers New Zealand

175 -

William Buck Audit (NZ) Limited - additional for prior year

17

William Buck Audit (NZ) Limited

- 115

192 115

22Related parties

22.1Remuneration of the Manager

• Providing administrative and general services;

• Sourcing and securing potential investors and communicating with investors;

• Sourcing opportunities for the sale and purchase of land, and operators for lease agreements in respect of land;

• Overseeing due diligence for and executing transactions for the sale and purchase, and leasing, of land;

• Managing the Group’s property, including land owned by the Group;

• Arranging regular valuations and audits of the Group; and

• Administering the payment of dividends and distributions in respect of the Group.

The Manager is remunerated via management fees, transaction fees and performance fees.

The Group has appointed an external manager, New Zealand Rural Land Management Limited Partnership through a signed management agreement. The Manager

is responsible for all management functions of the Group, including:

In March 2023, the Company issued 1 share warrant for every 3 shares subscribed under a rights issue to existing shareholders. Each warrant allows the holder to

purchase one ordinary share at an exercise price of $1.20. The warrants were initially due to expire on 30 November 2025 but were extended in June 2025 until 30

November 2027. There were 8,000,156 warrants initially recognised and 3,929 have subsequently been exercised. At 31 December 2025, there were 7,996,227

warrants outstanding (2024: 7,996,227).

The Company valued the warrants issued in the range of 10 to 13 cents and adopted the mid point of 11.5 cents for financial reporting purposes which equates to

$0.920 million. This amount was effectively recognised within share capital as part of the total proceeds including the rights issue completed at the same time. Share

capital is increased by the exercise price received on warrants at the point in time they are exercised. At 31 December 2025, $452 had been recognised in share

capital in relation to exercised warrants (2024: $452).

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The share based payment reserve relates to the Manager's performance fee that is settled through the issue of shares. More details on performance fees are

provided in note 22.1.

The Parent operates a dividend reinvestment plan under which holders of ordinary shares can elect to have all or part of their dividend entitlements satisfied by the

issue of new ordinary shares rather than by being paid in cash. Shares were issued under the plan at a strike price of 89 cents in April 2025 and $1.00 in October

2025, with no discount to the market price at the time of the dividend. Under this reinvestment plan, 1,659,151 shares were issued for a total value of $1,476,649 in

April 2025, and 1,113,802 for $1,113,805 in October 2025. This reduced the overall cash paid for dividends to $4.173 million.

During the period, dividends totalling $6.762 million were declared (2024: $2.041 million). An ordinary dividend of 2.5 cents per share with no supplementary

dividend was issued by the Parent in April 2025, and another ordinary dividend of 2.16 cents per share was issued in October 2025. No imputation credits were

attached to the dividend.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where

that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity

obtains the goods or the counterparty renders the service.

The following fees were paid or payable for services provided by PricewaterhouseCoopers New Zealand as the auditor of the Group and for services provided by

William Buck Audit (NZ) Limited as the former auditor of the Group:

20

36
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

22.1Remuneration of the Manager (continued)

Fees paid and owing to the Manager:

$'000$'000$'000$'000

Base management services fee

1,416 118 1,407 116

Transaction fees relating to disposal

102 - 1,242 -

Transactions fees capitalised

145 - - -

Leasing fees

30 - 150 -

Performance fee

412 583 829 829

Other

10 - 7 -

Total 2,115 701 3,635 945

Management fee

Transaction fee



Performance fee

22.2Key management personnel compensation

23Subsidiaries

The following subsidiaries have been consolidated in the financial statements of the Group:

20252024

Name of entity

Equity

holding

Equity

holding

NZRLC Dairy Holdings Limited

100%100%

SSP NI Limited

100%100%

New Zealand Rural Land Investments Limited Partnership

75%75%

New Zealand Rural Land Investments GP Limited

75%75%

In addition to remuneration of the Manager outlined above, the Group paid directors fees during the period of $0.222 million (2024: $0.227 million) in cash. There

was no other compensation of key management personnel during the period.

Country incorporated

New Zealand

New Zealand

New Zealand

New Zealand

Activities

Rural land investment

Rural land investment

Rural land investment

General partner

The consolidated financial statements incorporate the assets, liabilities and results of the subsidiaries in accordance with the accounting policy described in note 2.4.

A performance fee is payable to the Manager when the Group's net asset value ('NAV') per share exceeds the Group's NAV per share in the immediately preceding

financial year. This annual performance fee is calculated as 10% of the increase in NAV per share and is settled through the issue of ordinary shares based on the

NAV per share at that date. NAV per share is adjusted for the impact of capital reconstructions (such as a rights issue at a premium or discount), with the intention

of the calculation being neither prejudicial nor advantageous to the Company or the Manager. Half of the ordinary shares issued are held in escrow and cannot be

sold for 5 years. The value of the performance fee in the year ended 31 December 2025 was $0.412 million (2024: $0.829 million). The shares will be issued to the

Manager subsequent to balance date.

A fee is payable for the following transactions:

Owing at

31 Dec

Fees chargedFees charged

Owing at

31 Dec

(Restated)

2024

2025

Transaction fees incurred on acquisition are included in the initial carrying amount of the investment property. Transaction fees incurred on disposal are recognised

in profit or loss as part of management fees. The leasing fee has been added to the carrying value of the leased asset (being investment properties) as part of the

initial direct costs of arranging the lease.

As at 31 December 2025, $133,460 (GST inclusive) is owed to the Manager and this is included in trade and other payables (refer to note 15).

A monthly management fee is payable equal to 0.5% per annum of the Group's Net Asset Value, calculated on a monthly basis. The total management fees for the

period ended 31 December 2025 were $1.416 million (2024: $1.407 million).

For each lease agreement entered into, a fee of $30,000; and

For each purchase or sale of land, a fee equal to 1.25% of the acquisition or divestment cost of the land and improvements;

21

37
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

24Non-GAAP measures

24.1Reconciliation of net profit after tax to adjusted funds from operations (AFFO)

(Restated)

20252024

Notes

$'000$'000

Net profit after tax

7,856 24,880

Adjustments

Unrealised net gain in value of investment properties5

185 (26,421)

17

3,408 8,364

Performance fee payable in shares20

414 829

Unrealised net loss on derivatives9

241 1,998

Deferred tax expense / (benefit)10.2

646 931

Amortisation of capitalised lease incentives8

176 176

Amortisation of lease fee and amendment

26 34

Disposal of surplus assets

- (21)

Loan interest rolled into new syndication facility

- 234

Initial recognition and unrealised net gain on carbon credits

(70) (26)

Capitalised interest loan receivable

(1,412) (1,316)

Funds from operations ('FFO')

11,470 9,662

3,196 2,367

8,274 7,295

Company FFO per share (cents)

5.66 5.10

Adjustments

Incentives and leasing costs

24 23

Future maintenance capital expenditure¹

(480)(336)

Adjusted funds from operations ('AFFO')

11,014 9,349

3,082 2,288

7,932 7,060

Company AFFO per share (cents)

5.43 4.94

24.2Net assets per share and net tangible assets per share

(Restated)

20252024

Notes

$'000$'000

Total assets

452,085 444,543

(Less): Total liabilities

(216,887) (213,441)

Net assets

235,198 231,102

Add: Deferred tax liability

10.246 -

(Less): Deferred tax assets

10.2 - 600

Add: Derivative liabilities

14 2,581 2,471

(Less): Derivative assets

14 (294) (503)

Net tangible assets

237,531 233,670

Number of shares issued ('000)

146,139 142,954

Net assets per share ($)

1.6094 1.6166

Net tangible assets per share ($)

1.6254 1.6346

Funds from operations ('FFO') is a non-GAAP financial measure that shows the Group's underlying and recurring earnings from its operations and is considered

industry best practice for a property fund to enable investors to see the cash generating ability of the business. This is determined by adjusting statutory net profit

(under NZ IFRS) for certain non-cash and other items. FFO has been determined based on guidelines established by the Property Council of Australia and is intended

as a supplementary measure of operating performance. The Manager uses and considers Adjusted Funds From Operations ('AFFO') as a measure of operating cash

flow generated from the business, after providing for all operating capital requirements including maintenance capital expenditure, tenant improvement works,

incentives and leasing costs.

Unrealised movement in redeemable limited partnership units

¹ Represents amounts set aside each financial period for future expected maintenance capital expenditure as considered prudent by the Manager. These amounts

do not qualify for recognition as liabilities on the balance sheet under NZ GAAP.

FFO attributable to the Land Trust (dollars)

AFFO attributable to the Company (dollars)

AFFO attributable to the Land Trust (dollars)

Non-GAAP measures do not have a standard meaning prescribed by GAAP and therefore may not be comparable to information presented by other entities. These

measures should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS.

FFO attributable to the Company (dollars)

The Group presents net assets per share and net tangible assets per share in these financial statements. The Group believes that these non-GAAP measures provide

useful additional information to readers. Net tangible assets per share is a required disclosure under the NZX Listing Rules and net assets per share is a measure

monitored by management and required for calculating the Manager's performance fee. The calculation of the Group's net assets per share, net tangible assets per

share, and its reconciliation to the consolidated statement of financial position is presented below:

22

38
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

25Financial instruments

Categories of financial instruments:

2025

Assets

$'000 $'000 $'000 $'000

Cash and cash equivalents

- 2,978 - 2,978

Trade and other receivables

- 119 - 119

Loan receivable

- 23,095 - 23,095

Derivative assets

294 - - 294

294 26,192 - 26,486

Liabilities

Trade and other payables

- - 1,137 1,137

Borrowings

- - 132,717 132,717

Redeemable Limited Partnership units

79,563 - - 79,563

Derivative liabilities

2,581 - - 2,581

82,144 - 133,854 215,998

2024

Assets

$'000 $'000 $'000 $'000

Cash and cash equivalents

- 5,520 - 5,520

Trade and other receivables

- 1,127 - 1,127

Loan receivable

- 21,685 - 21,685

Derivative assets

503 - - 503

503 28,332 - 28,835

Liabilities

Trade and other payables

- - 2,359 2,359

Borrowings

- - 131,207 131,207

Redeemable Limited Partnership units

76,437 - - 76,437

Derivative liabilities

2,471 - - 2,471

78,908 - 133,566 212,474

26Financial risk management

26.1Interest rate risk

20252024

$'000$'000

Financial assets

Cash at bank

2,978 5,520

Cash held in Trust

2,940 -

Financial liabilities

Bank borrowings (net of economic impact of interest rate swaps)

5,218 45,707

Interest rate applicable at balance date

Cash at bank

<1%<1%

Bank borrowings (net of economic impact of interest rate swaps)

4.34%6.23%

Total

(Restated)

Financial

assets/

liabilities at

FVTPL

Financial

liabilities at

amortised cost

Financial

assets/

liabilities at

FVTPL

Financial

assets at

amortised cost

Interest rate risk is the risk that fluctuations in interest rates impact the Group's financial performance, future cash flows or the fair value of its financial instruments.

The Group's policy is to manage its interest rates using a mix of fixed and variable rate debt. To manage this mix, the Group enters into interest rate swaps, in which

the Group agrees to exchange, at specified intervals, the difference between fixed and variable rates for interest calculated by reference to an agreed-upon notional

principal amount. These swaps are designed to economically hedge underlying debt obligations.

The Group's exposure to variable interest rate risk and the weighted average interest rate for interest bearing financial assets and liabilities as at 31 December 2025

was as follows:

Financial

assets at

amortised cost

(Restated)

Total

Financial

liabilities at

amortised cost

23

39
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

26.1Interest rate risk (continued)

Interest rate

decrease of 2%

Interest rate

increase of 2%

Interest rate

decrease of 2%

Interest rate

increase of 2%

$'000$'000$'000$'000

Increase / (decrease) in interest expense

(104)104 (914)914

26.2Credit risk

26.3Liquidity risk

The following table outlines the Groups' liquidity profile, as at 31 December 2025, based on contractual non-discounted cash flows:

Total0-1 year1-2 years2-5 years>5 years

2025

$'000$'000$'000$'000$'000

Trade and other payables

1,976 1,976 - - -

Derivative liabilities

2

8,568 3,531 3,284 1,753 -

Borrowings ¹

147,113 61,050 39,239 46,824 -

Redeemable limited partnership units

79,563 - - - 79,563

Total237,220 66,557 42,523 48,577 79,563

(Restated)(Restated)

Total0-1 year1-2 years2-5 years>5 years

2024

$'000$'000$'000$'000$'000

Trade and other payables

3,157 3,157 - - -

Derivative liabilities

2

1,350 (327)784 893 -

Borrowings

1

142,114 53,432 59,823 28,859 -

Redeemable limited partnership units

76,437 - - - 76,437

Total223,058 56,262 60,607 29,752 76,437

26.4Capital risk management

The following sensitivity analysis represents the change in interest expense if the floating interest rates on bank borrowings (net of economic impact from interest

rate swaps) had been 2% higher or lower, with other variables remaining constant:

20252024

When managing capital risk, the Manager's objective is to ensure the Group continues as a going concern as well as to maintain optimal returns to shareholders and

benefits for other creditors.

The Group meets its objectives for managing capital through its investment decisions on the acquisition and disposal of assets, dividend policy, and issuance of new

shares. This includes restricting debt to 40% of total assets and debt will generally be sought on interest-only repayment terms, subject to maintaining the 40% debt

limit. The Group will also seek debt with mortgage security over the rural land acquired to secure the borrowings.

¹ Includes contractual interest payments based on drawn down amounts at reporting date and assuming no repayments of principal prior to expiry date.

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to incur a financial loss.

Financial instruments which are subject to credit risk principally consist of cash, debtors and loans receivable. The Group’s exposure to credit risk is equal to the

carrying value of the financial instruments.

The Group conducts credit assessments of tenants to determine credit worthiness prior to entering into lease agreements. This includes requiring tenants to have

equity at least six times their annual lease obligations or provide other suitable security arrangements. Where appropriate, the Group will include guarantees and/or

security from tenants within lease agreements to support rental payments. In addition, debtor balances are monitored on an ongoing basis with the result that

exposure to bad debts is not significant.

The risk from financial institutions is managed by placing cash and cash equivalents with high credit quality financial institutions only. The Group has placed its cash

and cash equivalents with Westpac New Zealand Limited, who is AA- rated (Standard & Poor's).

The Group intends to further mitigate this risk in the future by expanding into other primary sectors in New Zealand, such as horticulture, viticulture, sheep and

beef.

At 31 December 2025, the Group temporarily held $2,940,323 in a trust account at its solicitor which is subject to the standard protections under New Zealand law

for Lawyers Trust account.

2

Valuation of interest rate swaps is based on the futures market and therefore the current market's expectation of those cash flows.

Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations associated with its financial liabilities that are settled by delivering cash or

another financial asset. Liquidity risk mainly arises from the Group’s obligations in respect of long term borrowings, derivatives and trade and other payables.

The Group monitors and evaluates liquidity requirements on an ongoing basis and generates sufficient cash flows from its operating activities to meet its obligations

arising from its financial liabilities and has bank facilities available to cover potential shortfalls. The Group’s approach to managing liquidity risk is to ensure it will

always have sufficient liquidity to meet its obligations when they fall due under both normal and stress conditions.

There is no interest rate risk on the loan receivable (note 13) as they accrue interest at a fixed rate.

24

40
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

27Earnings per share

(Restated)

20252024

Profit after income tax ($'000)

7,856 24,880

Weighted average number of shares for the purpose of basic and diluted EPS ('000)

144,628 140,170

Basic and diluted earnings per share (cents)

5.43 17.75

28Reconciliation of profit after income tax to net cash flows from operating activities

20252024

$'000 $'000

Profit and total comprehensive income for the period

7,856 24,880

Add/(less) non-cash items:

Change in fair value of derivatives

241 2,039

Change in fair value of investment properties

185 (26,421)

Movement in redeemable Limited Partnership units

3,408 8,364

Performance fee payable in shares

412 829

Interest income accrual

(1,787)(1,316)

Deferred tax

646 798

Derecognition of deferred tax

- 132

Lease incentives - rent free period

(2,633)198

Interest expense accrual

469 (144)

Lease fee amortisation

29 34

Other

(34)(46)

Movements in working capital items:

(Increase) in other current assets

1,412 (1,224)

Decrease in income tax receivable

- 7

Decrease in trade and other payables

(763)669

Increase in income in advance

74 219

Net cash generated by operating activities

9,515 9,018

29



• Restating the comparative period statement of financial position to reflect the corresponding increase in the carrying amount of redeemable partnership

units liability, performance fees and tax benefit.

The Group has share warrants (note 18.2) that are potentially dilutive. However, the exercise price of the share warrants has exceeded the share price of the Group

during the period and the warrants are therefore not considered dilutive.

Basic and diluted earnings per share amounts are calculated by dividing profit after income tax attributable to shareholders by the weighted average number of

shares on issue.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and

other financing costs associated with dilutive potential ordinary shares, and the weighted average number of ordinary shares that would have been outstanding

assuming the conversion of all dilutive potential ordinary shares.

Prior period error

During the current financial year, the Group identified a prior period error related to the fair value measurement of an investment property and the recognition of

an advance property settlement. In the prior year, a deposit of $2.6 million paid in respect of a new investment property acquisition was incorrectly included as part

of the carrying amount of an existing investment property when determining the fair value adjustment at year end.

As a result, the fair value gain recognised on the existing investment property was understated by $2.6 million, and the advance property settlement asset was

understated by $2.6 million.

The Group has corrected the error retrospectively by:

Restating the comparative period statement of comprehensive income to increase the fair value adjustment on investment property by $2.6 million;

Recognising the $2.6 million deposit as a separate asset within “advance property settlement”; and

25

41
NEW ZEALAND RURAL LAND COMPANY

New Zealand Rural Land Company Limited and its subsidiaries

Notes to the consolidated financial statements

For the year ended 31 December 2025

29Prior period error (continued)

(As previously

reported)

(Restated)

20242024

$'000 $'000 $'000

Statement of financial position

Advanced property settlement

- 2,562 2,562

Investment properties

400,448 400,448 -

Deferred tax asset

552 600 48

Redeemable Limited Partnership units

75,797 76,437 640

Net Assets 229,132 231,102 1,970

Retained earnings

67,404 69,205 1,801

Share based payment reserve

660829169

Total Equity 229,132 231,102 1,970

Statement of comprehensive income

Performance fee

660 829 169

Total expenses

3,735 3,904 169

Profit before net finance expense, other income and income tax

16,134 15,965 (169)

Profit before other income and income tax

7,876 7,707 (169)

Change in fair value of investment properties

23,859 26,421 2,562

Movement in redeemable Limited Partnership units

(7,724) (8,364) (640)

Total other income

16,182 18,104 1,922

Profit before tax

24,058 25,811 1,753

Income tax expense

979 931 (48)

Net profit23,079 24,880 1,801

Total comprehensive income for the period

23,079 24,880 1,801

Cents Cents Cents

Basic and diluted earnings per share

16.47 17.75 1.28

$ $ $

Net assets per share ($)

1.6028

1.6166 0.0138

Net tangible assets per share ($)

1.6127

1.6346 0.0219

30Contingent liabilities and contingent assets

31Investment property and capital commitments

32Events after the reporting period

Change

The change did not have an impact on OCI for the period, AFFO or the Group’s total operating, investing and financing cash flows.

Subsequent to the reporting date, the Company declared a final dividend of 2.75 cents per share.

There are no contingent liabilities or assets as at 31 December 2025 (2024: nil).

The Group has committed to capital expenditure of $1.4 million relating to land leased to the tenant (refer to Note 6).

26

42
NEW ZEALAND RURAL LAND COMPANY


PricewaterhouseCoopers, PwC Centre, 109 Ward Street,

PO Box 191, Hamilton 3240, New Zealand

T: +64 7 838 3838

pwc.co.nz

Independent auditor’s report

To the shareholders of New Zealand Rural Land Company Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of New Zealand

Rural Land Company Limited (the Company), including its subsidiaries (the Group), present fairly, in all material

respects, the financial position of the Group as at 31 December 2025, its financial performance, and its cash flows

for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting

Standards).

What we have audited

The Group's financial statements comprise:

• the consolidated statement of financial position as at 31 December 2025;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements, comprising material accounting policy information and

other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

43
NEW ZEALAND RURAL LAND COMPANY

PwC - Independent auditor’s report

Other matter

The Group’s financial statements for the year ended 31 December 2024, were audited by another auditor who

expressed a qualified opinion on those statements dated 27 March 2025. The predecessor auditor qualified their

opinion over the valuation of the forestry assets, within investment properties, and the related valuation of the

redeemable limited partnership units due to being unable to obtain sufficient appropriate audit evidence over the

estimated future New Zealand Unit (NZU) prices.

Our opinion on the Group’s financial statements for the year ended 31 December 2025 is unmodified despite this

matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements of the current year. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Description of the key audit matter How our audit addressed the key audit matter


Valuation of investment properties


As disclosed in note 5, the portfolio of investment properties

was valued at $416.5m as at 31 December 2025 which

comprises of forestry assets, pastoral and orchard assets.

The valuation of the Group’s investment properties is

inherently subjective due to, amongst other factors, inputs

into the valuations that are unobservable through available

market information, and also considers individual

characteristics of the respective properties, their location and

the New Zealand Unit (NZU) prices.

Given the existence of significant estimation uncertainty,

coupled with the fact that a small difference in any of the key

valuation inputs or assumptions, when aggregated, could

result in a material misstatement, and considering the

magnitude of investment properties, we determined this to be

a key audit matter.

Forestry assets

The total value of the forestry assets is $109.3m.

Management obtained an external valuation from KPMG.

The valuation of forestry assets involves significant

estimation and judgement. Note 5.1 outlines key

assumptions, including the adopted price path of NZUs. The

determination of future NZU prices is inherently uncertain

and involves a higher degree of subjectivity due to regulatory

uncertainty and recent price volatility.

In addition to the NZU pricing, the valuation is also sensitive

to changes in other key inputs, including the discount rates.

Relatively small changes in these inputs, when aggregated,

could result in a material change to the value of the forestry

assets.

Pastoral and orchard assets

The total value of the pastoral and orchard assets is

$307.2m. Management have obtained external freehold

valuations from Colliers for pastoral and orchard assets and

a valuation of the lessor’s interest from KPMG. Note 5.1

outlines the key inputs and assumptions, and the valuation

methodologies utilised.




The valuation of investment properties is inherently subjective

given that there are alternative assumptions and valuation

methods that may result in a range of values.

We evaluated whether management’s valuation approach

and the related disclosures in note 5 and note 5.1 were

consistent with the valuation reports and the requirements of

the reporting framework.

Forestry assets

To address the valuation of the forestry assets as at 31

December 2025 and to evaluate the impact of the

predecessor auditor’s qualification on the opening balances,

we obtained management’s expert’s valuations as at 31

December 2024 and 31 December 2025, reconciled the

values to the financial statements, and performed the

following procedures:

• Enquired with management and management’s expert

to understand the rationale for key inputs and

assumptions within the model; and

• In conjunction with our internal PwC valuation experts;

assessed the reasonableness of the methodology, key

inputs, assumptions, and mathematical accuracy of the

model.

Pastoral and orchard assets

We obtained management’s experts’ valuations as at 31

December 2025, reconciled the values to the financial

statements, and performed the following procedures:

On a sample basis, and in conjunction with our own valuation

experts, we performed the following procedures:

• Obtained an understanding of the methodologies and

key assumptions to the valuations and assessed their

reasonableness;

• Agreed key inputs to supporting information including

lease agreements, records of title, and the underlying

sale and purchase agreements; and

• Inspected the valuation models used by the valuers and

assessed them for mathematical accuracy;

For the investment properties, we evaluated management’s

experts’ competencies, capabilities and objectivity, including

considering their professional qualifications and relationships

with the Group.

We assessed the appropriateness of the disclosures in the

financial statements.

44
NEW ZEALAND RURAL LAND COMPANY

PwC - Independent auditor’s report

Our audit approach

Overview


Overall group materiality: $2.3 million, which represents approximately 1% of net assets.

New Zealand Rural Land Company Limited is an asset-based entity; therefore, it is deemed

appropriate that net assets is used as a benchmark.


Full scope audits were performed over the Company, and its subsidiary, New Zealand Rural

Land Investments Limited Partnership based on their financial significance.


As reported above, we have one key audit matter, being the valuation of investment

properties.




As part of designing our audit, we determined materiality and assessed the risks of

material misstatement in the financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant

accounting estimates that involved making assumptions and considering future events

that are inherently uncertain. As in all of our audits, we also addressed the risk of

management override of internal controls, including among other matters, consideration

of whether there was evidence of bias that represented a risk of material misstatement due

to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable

assurance about whether the financial statements are free from material misstatement. Misstatements may arise

due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the

overall group materiality for the financial statements as a whole as set out above. These, together with qualitative

considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit

procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial

statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

financial statements as a whole, taking into account the structure of the Group, the accounting processes and

controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the information included

in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.

45
NEW ZEALAND RURAL LAND COMPANY

PwC - Independent auditor’s report

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have

performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that

we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Matthew White.

For and on behalf of:

PricewaterhouseCoopers Hamilton

27 February 2026


46
NEW ZEALAND RURAL LAND COMPANY

4

SECTION

Company

Directory

REGISTERED OFFICE

c/o Duncan Cotterill

Level 2, Chartered Accountants

50 Customhouse Quay

Wellington 6011

New Zealand

https://nzrlc.co.nz/

MANAGER

New Zealand Rural Land Management

Level 4

131 Queen Street

Auckland Central

Auckland 1010

New Zealand

SHARE REGISTRAR

MUFG Corporate Markets

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

https://www.mpms.mufg.com

AUDITOR

PwC New Zealand

Level 4, PwC Centre

109 Ward Street

Hamilton 3240

New Zealand

www.pwc.co.nz

INVESTOR CONTACT

Richard Milsom

richard@nzrlm.co.nz

+64 21 274 2476

Level 4

131 Queen Street

Auckland Central

Auckland 1010

New Zealand

---

1
New Zealand Rural Land Company

Rural Land Company

New Zealand

Result for the year ending

31 December 2025

27 FEBRUARY 2026

LISTED ON:

www.nzrlc.co.nz

2025

2
New Zealand Rural Land Company

2

DISCLAIMER

The information and opinions in this presentation were

prepared by New Zealand Rural Land Company (NZL).

NZL makes no representation or warranty as to the accuracy

or completeness of the information in this report. Opinions

including estimates and projections in this report constitute the

current judgment of NZL as at the date of this report and are

subject to change without notice. Such opinions are not guarantees

or predictions of future performance. This report is provided for

information purposes only and does not constitute investment advice.

Neither NZL, nor any of its Board members, officers, employees,

advisers (including New Zealand Rural Land Management Limited) or

any other representatives will be liable for any damage, loss or cost

incurred by any recipient of this report or other person in connection with

this report.

NEW ZEALAND RURAL LAND CO OWNS AND

LEASES SOME OF THE BEST AGRICULTURAL LAND

IN THE WORLD.

Rural Land Co

New Zealand

The Rural Land Investors

3
New Zealand Rural Land Company

Sold two pastoral properties at above most recent valuation and

acquired a high yielding highly productive dairy farm increasing

total annual rental income by ~$290k

Capital Review undertaken resulting in NZL adopting a refined

strategic position and revised dividend policy

Interest rate hedging increased to 96% at FY25, from 65% in FY24

AFFO per share has grown to 5.43 cps in FY25 (+9.9%) vs 4.94 cps

in FY24 and is forecast to grow a further +7.1% to 5.82 cps in FY26

1

Gearing lowered to 29.4%, from 30.5% in FY24

Final dividend declared of 2.75 cps equivalent to 100% of AFFO for

the second half of FY25. This equates to a full year dividend of 4.91

cps equivalent to 90.5% of FY25 AFFO

2

3

KEY MESSAGES

1. Mid-point of FY26 AFFO guidance of $8.25m - $8.75m assuming 146,138,526 shares on issue

2. NZL’s AFFO after deducting Roc’s share of AFFO

4
New Zealand Rural Land Company

FY25 - FINANCIAL HIGHLIGHTS & METRICS

Total Returns

Net asset value per share has grown from $1.25 at IPO

1


to $1.609 (+28.8%); total company returns have been

+40.4% (NAV growth plus dividends)

2

.

1. 21 December 2020

2. This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 146,138,526 on issue as at 31 December 2025. Calculation assumes full participation in rights

issues.

3. AFFO per share is based on the portion of the consolidated company’s total AFFO attributable to NZ

4. AFFO per share guidance at year-end based on 142,953,801 shares on issue. An additional 3,184,725 shares were issued during the financial year..

Increasing AFFO

FY25 AFFO was $7.9m (5.43 cps)

3

due to the impact of

CPI increases and higher yielding recent acquisitions.

This is inline with guidance on a like for like basis

4

.

$1.609

NAV per Share

$452.1m

Total Assets

$235.2m

Net Asset Value (NAV)

29.4%

Gearing

Dividend

NZL has adopted a revised dividend policy targeting

distributions of 90% - 100% of AFFO, paid quarterly.

NZL paid an interim dividend of 2.16 cps and will pay

a final dividend of 2.75 cps (100% of AFFO earned in

the second half of the year) bringing total dividends for

the year to 4.91 cps (net) equivalent to 90.5% of NZL’s

FY25 AFFO.

CPI Linked

CPI linked rental increases of +13.8% on 30.2% of NZL’s

dairy lease income (18.2% of NZL’s total rent) took

effect in June 2025. A further 32.3% of NZL’s portfolio

(by lease income) was subject to a +2.5% increase in

early 2025.

5
New Zealand Rural Land Company

YEAR ON YEAR AFFO GROWTH

NZL AFFO and AFFO/sh

• NZL has increased AFFO on both an absolute and per share basis every year since listing

1

.

• Since FY22 NZL’s AFFO has increased +124%. Over the same period AFFO per share has increased +77.5% (per share growth has been achieved alongside

a ~+30.5m increase in the number of shares on issue).

• Growth is forecast to continue in FY26 with AFFO/sh forecast to grow +7.1% (at the mid-point of guidance).

• In HY24 NZL updated its AFFO calculation to remove the impact of earnings from put/call arrangements as these are comprised of capitalised income rather

than cash, which AFFO is a proxy for. AFFO for years prior to FY24 are adjusted to remove the impact of put/call earnings (~$1.2m - $1.4m p.a) to facilitate a

like-for-like comparison.

1. To further ensure a like-for-like comparison AFFO is shown as at 31 December in each preceding year (NZL changed its balance date from 30 June to 31 December in FY22).

New Zealand Rural Land Company
666

FY25 OPERATING OVERVIEW

SECTION 1

7
New Zealand Rural Land Company

CORPORATE ACTIONS IN FY25

FY25 was a year of consolidation for NZL with only one acquisition being

completed during the period. This involved the acquisition of a 305ha, highly

productive dairy farm located in Canterbury. The transaction was accretive to

both WALT and AFFO and increased NZL’s total rental income by ~$290k a

year

1

.

As part of the consideration for the aquisition NZL sold two pastoral farms at

above book values/most recent valuations.

This represents the third instance of NZL selling properties and redeploying

capital. Every sale has been completed at above market value.

1. The properties were acquired through a Limited Partnership 75% owned by NZL and 25% owned by Roc Partners

Portfolio as at 31 December 2025Portfolio as at 31 December 2025

19 January 2024

Roc Partners acquire a 25% equity interest in NZL’s land portfolio for the equivalent of ~$1.29 per share

($44.2m), a +52% premium to NZL’s share price of $0.85 at the time of the transaction.

8 November 2024

Southern Orchards - the first tranche (47 hectares) of a 126 hectares of premium horticultural land in central

Otago. Consideration included of $3.5m worth of NZL shares issued at the prevailing NAV of $1.58 per

share. A +71.7% premium to NZL’s share price of $0.92 at the time of the transaction.

7 March 2025

NZL sold one dairy farm and one drystock farm at above market value. Acquired in 2021, the properties

were sold for a +10.9% premium to their original purchase price.

NZL used the funds from the sale of these properties to acquire a highly productive dairy farm.

Properties Sold Since Inception

Acquired Property: Dairy Farm

LocationCanterbury

Asset ClassDairy

Area305 hectares

Purchase Price$15.5m

TenantWilliams Holdings Limited

Lease TypeTriple Net Lease

Lease Term 15 Years

Year 1 Rent $915k

Year 1 Lease Rate 5.9%

Rent Reviews3 Yearly

New Zealand Rural Land Company
8

New Zealand Rural Land Company

NZL FINANCIALS & RETURN METRICS

for the period ending 31 December 2025

SECTION 2

9
New Zealand Rural Land Company

ADJUSTED FUNDS FROM OPERATIONS (AFFO)

5.43cps

AFFO

5.66cps

FFO

NZ$00031 December 202531 December 2024

Net Profit After Tax7,85624,880

Adjusted for:

Unrealised Net Gain on Investment Properties185(26,421)

Unrealised Movement in Redeemable Limited Partnership Units3,4088,364

Performance Fee Payable in Shares414829

Unrealised Net Loss on Derivatives2411,998

Deferred Tax Expense / (Benefit)646931

Amortisation of Rent Free Incentives176176

Amortisation of Lease Fee2634

Disposal of Surplus Asset-(21)

Loan Interest Rolled into New Syndication Facility-234

Initial Recognition and Unrealised Net Gain of Carbon Credits(70)(26)

Capitalised Interest Loan Receivable

1

(1,412)(1,316)

Funds from Operations (FFO)11,4709,662

FFO Attributable to the Land Trust3,1962,367

FFO Attributable to NZL8,2747,295

Company FFO per Share (cents)5.665.10

Adjusted Funds from Operations

Incentives and Leasing Costs2423

Future Maintenance Capital Expenditure(480)(336)

Adjusted Funds from Operations (AFFO)11,0149,349

AFFO Attributable to the Land Trust3,0822,288

AFFO Attributable to NZL7,9327,060

Company AFFO per Share (cents)5.434.94

AFFO is a proxy for free cash flow commonly used by REITs. AFFO is intended to provide investors with a clearer picture of the company’s free cash flow.

1. Capitalised interest on loan receivables removed as this is non-cash income and AFFO serves as a proxy for free cash flow.

10
New Zealand Rural Land Company

PROFIT & LOSS STATEMENT

NZ$00031 December 202531 December 2024

Gross Rental Income

Rental Income

22,27619,869

Net Rental Income

22,27619,869

Less Overhead Costs

Directors Fees

(222)(227)

Management Fees

(1,518)(1,407)

Repairs and Maintenance

(20)(396)

Professional, Consulting and Listing Fees

(2,372)(686)

Performance Fee

(412)(829)

Settlement of Convertible Loan

-(160)

Other

(283)(199)

Total Overhead Costs

(4,827)(3,904)

Profit / (Loss) Before Net Finance Income, Other

Income and Income Tax

17,44915,965

Finance Income2,1812,550

Finance Expense(7,614)(10,808)

Net Finance Income(5,433)(8,258)

Profit /(Loss) Before Other Income and Income Tax12,0167,707

Other Income

Change in Fair Value of Investment Property(185)26,421

Movement in Redeemable Limited Partnership Units(3,408)(8,364)

Other7947

Profit / (Loss) Before Tax8,50225,811

Income Tax Expense(646)(931)

Profit / (Loss) and Total Comprehensive Income for

the Period

7,85624,880

Earnings per Share (EPS) (cents)5.4317.75

$7.86m

NPAT

5.43cps

EPS

11
New Zealand Rural Land Company

BALANCE SHEET

NZ$00031 December 202531 December 2024

Current Assets

Cash and Cash Equivalents5,9185,520

Derivative Assets 57151

Trade and Other Receivables 2981,769

Assets Held for Sale-11,355

Total Current Assets6,27318,795

Non-Current Assets

Investment Property416,498400,448

Loan Receivable23,09521,685

Advanced Property Settlement5,8112,562

Deferred Tax Assets-600

Derivative Assets237352

Other Non-Current Assets171101

Total Non-Current Assets445,812425,748

Total Assets452,085444,543

Current Liabilities

Trade and Other Payables1,9763,157

Borrowings 56,89947,101

Derivative Liabilities70129

Other Current Liabilities 4169

Total Current Liabilities58,94950,556

Non-Current Liabilities

Borrowings75,81884,106

Derivative Liabilities2,5112,342

Deferred Tax Liabilities46-

Redeemable Limited Partnership Units79,56376,437

Total Non-Current Liabilities157,938162,885

Total Liabilities216,887213,441

Net Assets235,198231,102

Net Asset Value (NAV) per Share1.60941.6166

$235.20m

Total Equity/ Net Asset

Value

$452.09m

Total Assets

12
New Zealand Rural Land Company

DEBT SUMMARY

1.4 Years

**

Weighted Average Term

to Expiry

5.3%

**

Weighted Average

Interest Cost

Key Metrics31 December 202531 December 2024

Debt Drawn ($m)132.7131.2

Debt to Total Tangible Assets29.4%29.6%

Interest Coverage Ratio2.96x2.38x

Weighted Average Term to Expiry (Years)1.52.2

Weighted Average Interest Cost5.3%5.9%

% Of Debt Hedged96%65%

Total Debt Facilities Available ($m)138.9140.0

NZL Debt Facility Expiry Profile

* Gearing is calculated as: bank debt / total tangible assets

** As at 31 December 2025

29.4%

*

Gearing

Key Banking Partners

In May 2025, NZL renewed a $46m tranche of its existing banking facilities. The tranche originally due to expire on 1 June 2025 was been extended to 1 June 2028.

NZL expects to renew a further two expiring tranches in the first half of FY26.

At the start of the year NZL had hedging arrangements in place for 65% of its total borrowings. During FY25 NZL increased its hedging to 96.0% of its total

borrowings costing, on average, 5.5%. The remaining debt is floating and the cost of the floating debt component is 4.2%. Accordingly, NZL’s weighted average

cost of debt is currently 5.3%.

96.0%

Hedged

13
New Zealand Rural Land Company

TOTAL RETURNS

Dividends per Share

1. This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 146,138,526 on issue as at 31 December 2025.. Calculation assumes full

participation in rights issues.

2. AFFO per share is based on the portion of the consolidated company’s total AFFO attributable to NZL.

3. Growth achieved since FY22

NAV Performance

AFFO & AFFO/sh

• NZL delivered FY25 AFFO of $7.9m in

AFFO (5.43 cps)

2

.

• This represents AFFO growth of +12.3%

(+9.9% cps).

• NZL forecasts FY26 AFFO of between

$8.25m and $8.75m (AFFO/sh

presented is the mid-point of this

range).

• NZL’s NAV per share has increased from

$1.250 to $1.609 (+28.8%) since listing.

• This growth in NAV per share plus dividends

over the same period means NZL has

delivered total company returns of +40.4%

1

since 21 December 2020.


• NZL reinstated its dividend in FY24

and paid a full year dividend of 4.00

cps for the year to 31 December

2024.

• NZL will pay a final dividend of 2.75

cps representing 100% of AFFO

earned in the second half of the

financial year, for a full year dividend

of 4.91 cps.

• Total dividends are equivalent to

90.5% of NZL’s FY25 AFFO.

• NZL forecasts a full year dividend for

FY26 of between 5.36 cps and 5.69

cps representing ~95% of forecast

AFFO.

CAGR: +5.2%

CAGR: +30.8%

3

CAGR: +25.0%

New Zealand Rural Land Company
14

SUSTAINABILITY PROGRAMME

as at 31 December 2025

SECTION 3

15
New Zealand Rural Land Company

FY25 SUSTAINABILITY HIGHLIGHTS

Climate Related Disclosures

Transparent and detailed climate reporting reflects NZL’s values, and we therefore intend to continue to prepare an annual climate statement despite proposed

changes to climate reporting legislation that would exempt the Company from this requirement.

Climate considerations are embedded in NZL’s acquisition strategy and capital deployment decisions. The Board conducted a dedicated transition planning

workshop in 2025 to refine the climate risk register and identify opportunities in carbon markets, sustainable land management, and nature-based solutions.

These initiatives support long-term asset value while contributing to New Zealand’s climate goals.

In April 2025 NZL released its second annual Climate Related Disclosure Report covering all of FY24. The report’s findings are outlined below:

GHG Emissions Profile

Total FY24 emissions of 129,163 tCO2e reflect NZL’s land-ownership model. While NZL does not directly operate facilities or own vehicles the FY24 GHG

inventory takes into account investments (leased properties), purchased goods and services, capital goods, and business travel. The FY24 inventory, for the first

time, included downstream leased assets, providing comprehensive value chain coverage.

Climate Scenario Analysis

NZL assessed three climate scenarios (1.5°C, 2.0°C, and 3.0°C warming pathways) to test portfolio resilience. The analysis confirmed that geographic and land-

use diversification remains central to managing climate-related risks. Key risks identified include increased water stress, extreme weather events, and regulatory

transition risks. The analysis reinforced the strategic value of NZL’s diversified portfolio across dairy, horticulture, and forestry.

Transition Plan

NZL has established a transition plan aligned with Science Based Targets guidance, targeting a 45.5% reduction in absolute emissions by 2035 from the FY24

base year. Priority actions include:

1. Supporting decarbonisation across the value chain through the Enduring Land for Life framework

2. Enhancing climate resilience through improved acquisition due diligence and climate mapping

3. Continuing portfolio diversification by geography, sub-sector, and tenant to reduce concentration risk

4. Advancing native regeneration and carbon sequestration programmes in partnership with forestry tenant Nateva

16
New Zealand Rural Land Company

SUSTAINABILITY PROGRAMME

NZL continues to work on mapping its current portfolio for marginal land which can be enhanced with planting and a programme to increase

biodiversity. The mitigation of erosion is a key outcome of this planting with potential for carbon sequestration and sediment control.

NZL has initiated work on several special projects across its portfolio. These include a solar pump upgrade (from diesel), improved effluent

systems on some farms, (budgeted capex at purchase) and native regeneration and predator control at NZL’s forestry estate in partnership with

our tenant New Zealand Forestry Leasing.

Release of NZL’s sustainability programme - “Enduring Land for Life”. Visit our website www.nzrlc.co.nz for further detail.


EnvironmentEconomic

Governance

Oversight and management of goals; skills and commitment to “Enduring Land for Life” vision. Strength and diversity.

SocialAnimal Welfare

✓ Soil Health

✓ Water Quality

✓ Biodiversity

✓ Emissions reduction per unit of

production

✓ Land Selection

✓ Partnering with tenants

✓ Creating a virtuous circle of growth,

investment, job creation, community

opportunities

✓ Care of people

✓ Health and safety

✓ Warm, safe living conditions

✓ Enabling career and personal growth

✓ Fair pay

✓ Five freedoms

✓ Prioritising animal wellbeing

✓ Nutrition and care

✓ Adequate shelter


Mana Whenua

✓ Prioritising relationships with mana

whenua / te ahi kaa

We know that the success of any strategy starts with the tone at the top, and we value strong and diverse governance. Having the right mix of skills

and commitment ensures NZL has the capability and vision needed to achieve our mission.

Enduring Land for life: The Framework

1

2

3

New Zealand Rural Land Company
171717

OUTLOOK

SECTION 4

18
New Zealand Rural Land Company

New Zealand’s dairy sector continues to perform well with high milk prices and

declining debt levels leading to record cash profits. As a substantial proportion of

NZL’s portfolio its financial health directly impacts the Company’s performance.

Insights from DairyNZ’s economic tracker show what the average owner-operator

experienced in the last five seasons from FY20 to FY25 (it also includes a forecast

for the current season, FY26):

• Both breakeven milk price and the average payout received rose consistently,

with farms maintaining above the line profitability. FY26 is forecast to be less

profitable than FY25 but still more profitable than any of the other previous

seven seasons.

• Profitable seasons allowed farmers to focus on improving financial stability,

with debt-to-asset ratios steadily declining.

These trends strengthen NZL’s business model by enhancing tenant financial

resilience and supporting stable lease payments. Additionally, improved

farm profitability increases long-term land values, further improving return to

shareholders.

SPOTLIGHT ON: THE FINANCIAL LANDSCAPE FOR NEW ZEALAND DAIRY FARMERS

Record Cash Profitability

Positive Bottom Line

Declining Debt Levels

Insights

19
New Zealand Rural Land Company

On 4 November 2025, the government removed the requirement for NZ ETS settings to align with New Zealand’s Nationally Determined Contribution (NDC)

under the Paris Agreement. This change applies from 2026 onwards.

SPOTLIGHT ON: RECENT NZ ETS CHANGES

Why Did The Market React?What Does This Mean?

Previously, ETS rules had to align with both domestic targets AND international

Paris Agreement commitments. Now they only need to align with domestic

targets.

As the table below shows New Zealand’s Paris Agreement commitments are more

ambitious than our domestic emissions budgets.

YearParis Agreement NDCDomestic BudgetDifference

2030~43Mt/year~61 Mt/year+18 Mt/year MORE

203539-42 Mt/year~48 Mt/year+6-9 Mt/year MORE

What Hasn’t Changed?

• The NZ ETS remains the government’s main tool for reducing emissions and

meeting the 2050 net zero target.

• The requirement for ETS settings to align with domestic emissions budgets

and the 2050 target remains unchanged.

• Domestic emissions budgets are legally binding: 2026-2030 budget caps

emissions at 305 Mt total (~61 Mt/year); 2031-2035 budget is 240 Mt total (~48

Mt/year).

• The structural supply shortfall in carbon units still exists - the Climate Change

Commission forecasts the current surplus of ~50 million NZUs will be fully

drawn down by 2026-2027.

• Market fundamentals haven’t materially changed - demand remains sticky and

supply looks tight over the next few years.

The issue wasn’t the policy change itself, but how it was

communicated. After several government statements that there would

be no changes to the ETS, this announcement undermined market

confidence. As one carbon market expert noted, there was actually

very little material market consequence to these changes - the market

reaction was disproportionate.

What Does This Mean For NZL?

NZL owns approximately $109 million in forestry land (5,488 ha)

across the southern North Island, leased to Nateva and MM Forests

Limited. Our forestry investments serve three key purposes:

• Generating attractive rental income through long-term, inflation-

adjusted leases

• Contributing to New Zealand’s carbon zero by 2050 goal through

carbon sequestration

• Delivering biodiversity value through native regeneration

programmes

NZL’s investment model remains that we own the land, not the

carbon units or forestry operations. Our income comes from lease

payments, not from carbon price volatility. While our tenants may

experience short-term carbon market fluctuations, our rental

income remains stable and inflation protected.

20
New Zealand Rural Land Company

SPOTLIGHT ON: HORTICULTURE

2026 Season Outlook for Apples

The 2026 apple season is shaping up positively based on favourable weather

conditions during critical growing phases:

• Spring and early summer weather was warm, relatively dry, and largely frost-

free

• Minimal spring frost days noted, which is significant as spring frost represents

the single biggest yield risk for apple crops

• Rainfall has been normal on a six-month rolling basis.

• Industry participants have described the current season average fruit size as

the best over the last 20 years

• Observed fruit quality is excellent, which will support better packout rates and

revenue with high quality consistent crops supporting better pricing.

• Overall the industry appears primed for a good year provided quality, foreign

exchange, and market conditions continue to align well.

• ANZ AgriFocus (December 2025): ‘The outlook for the 2026 harvest is

positive so far. The weather has been generally good for apples in Hawke’s

Bay, with above-average temperatures and sunshine.’

• Westpac Agribites (Late November 2025): ‘With domestic production likely

to remain off pre-Cyclone Gabrielle levels, and with demand for cheap and

nutritious foods remaining relatively constant, we think apple prices will

continue to trend upwards in 2026.’

• Westpac Agribites (Late January 2026): ‘Apple production in New Zealand is

expected to increase in 2026. Materially higher export volumes are expected

to shift the market from tightness to clearance, and that is likely to cap prices

at current elevated levels.’

• PGG Wrightson Trading Update (Mid-December 2025): ‘Key horticulture

crops are in demand, and early indications suggest a promising harvest in the

new year.

Key Asia Markets:

• Asian markets generally remain firm

• China market conditions are positive, though there is caution

about the market becoming too saturated with premium fruit

• High US tariffs on apples to China mean no hangover of tired

US fruit in the Chinese market

• Conversely, markets like Vietnam and Thailand are being

swamped with US fruit and are struggling

• Emerging markets including Vietnam and Thailand have felt

economic slowdown more acutely than China

India Free Trade Agreement (Signed 22 December 2025):

• Viewed positively across the industry

• Reduces tariffs from 50% to 25% – industry feedback indicates

it was previously ‘hard to make money’ with 50% tariffs

• Provides quota access of 32,500 tonnes initially, growing to

45,000 tonnes over six years

• The deal doesn’t commence until the 2027 season, with quota

methodology still being determined

• India was previously described as a ‘dumping ground’ – the

FTA represents an opportunity to transform this market

• New Zealand is the first country to secure apple access into

India in any FTA – all other countries face 50% tariffs (except

Afghanistan)

Export Markets

NZL owns high quality apple orchards in both Hawke’s Bay and Central Otago the 2026 outlook for the apple industry and thus NZL’s tenants appears positive.

21
New Zealand Rural Land Company

CAPITAL REVIEW

Overview

At NZL’s five-year mark, the Board commissioned KPMG to perform an

independent capital review.

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.

NZL’s board has adopted a revised strategic and capital management

framework. This positions NZL as a specialist yield vehicle focused on

delivering consistent and growing dividends, supported by disciplined, yield-

accretive growth and exposure to productive land assets.

NZL has resolved to revise it’s dividend policy to target quarterly distributions

of approximately 90% - 100% of AFFO. Furthermore, the board intends 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.

Future capital management decisions will be guided by disciplined AFFO per-

share accretion with equity only raised if forecast to be accretive to AFFO per

share, scale growth only pursued if not at the expense of yield or per share

returns, and share buybacks and alternative uses of capital assessed on a yield

based framework.

22
New Zealand Rural Land Company

DIVIDEND & SHARE BUYBACK PROGRAMME

Dividend

Share Buyback Programme

• In response to KPMG’s Capital Review 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.

• NZL has resolved to pay a final dividend of 2.75 cps representing 100%

of NZL’s AFFO for the second half of the financial year. This brings the

total dividend for the year to 4.91 cps equivalent to 90.5% of NZL’s FY25

AFFO*.

• 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.

• NZL maintains a selective on-market buyback programme.

• NZL’s on-market share buyback programme remained in place during the

year. No shares were repurchased during the period. 710,131 shares have

been repurchased since the project was initiated in June 2023.

* NZL’s AFFO after deducting Roc’s share of AFFO

23
New Zealand Rural Land Company

OUTLOOK & FY26 FORECAST

NZL’s leases incorporate regular, uncapped, CPI reviews. Accordingly, inflation will

result in rental growth. Furthermore, NZL is insulated from inflation-impacted (and all

other operational) on-farm costs by owning only the land.

The positive impact of inflation continued in 2025, with a number of leases

successfully undergoing CPI review. Further CPI linked lease reviews are due in

FY26. These include:

• 7% NZL’s pastoral leases will be subject to review in 2026. CPI accumulated

since the leases began is expected to be ~+9.5%.

• 100% of NZL’s forestry assets will be subject to rent review in the first half

of 2026. CPI accumulated since the last rent review for these properties is

expected to be ~+2.5%.

• 100% of NZL’s existing horticultural assets will also be subject to rent review

in the first half of FY26. CPI accumulated since the last rent review for these

properties is expected to be ~+2.5%.

In total 61.0% of NZL’s leases (by value) will be subject to CPI linked lease reviews in

FY26.

NZL forecasts FY26 AFFO of between $8.25m and $8.75m (Note: this excludes

earnings from properties with put/call arrangements in place). AFFO per share of

5.65 to 5.99 cents (Based on 146,138,526 shares on issue).

24
New Zealand Rural Land Company

Over the last 12 months the New Zealand Unit (NZU) market has been

experiencing a period of weak demand, low prices, and regulatory uncertainty.

Confidence was hit by the Government’s announcement in November 2025 to

break the connection between the ETS and New Zealand’s international climate

targets (Paris Agreement). NZL considers that this is a market overreaction and

discuss this in greater detail above.

The government continues to tighten supply with limited effect although the

surplus of units is expected to reduce in the coming year which may help to

catalyse the market.

MARKET UPDATES

NZU Price Last 12 Months

2

CarbonDairy

In September 2025, Fonterra confirmed a final 2024/25 season Farmgate

Milk Price of $10.16 per kilogram of milk solids (kgMS) higher than at any

point in the last 15 years. The forecast range for 2025/26 was revised in

December 2025 to $9.00 - $10.00 per kgMS. This would represent the

second highest payout in the last 15 years. The reduced payout from the

previous year is attributed to strong milk flows globally putting downwartd

pressure on commodity prices coupled with a strengthening New Zealand

dollar.

Farmgate Milk Price Last 5 Years

1

1

Farmgate Milk Price callouts are for Fonterra.

2

NZU price is Volume Weighted Average Price (VWAP). This is the best measure of the NZU price for the day, as it reflects the weighted average price based on actual trading volume.

New Zealand Rural Land Company
25

APPENDICES

26
New Zealand Rural Land Company

INVESTMENT PROPERTY SUMMARIES

Dairy and SupportTenant 1Tenant 2Tenant 3Tenant 4Tenant 5

LocationCanterburyOtago and CanterburySouthlandSouthlandSouthland

Asset ClassDairy and SupportDairy and SupportDairyDairyDairy

Area3,910 hectares6,149 hectares456 hectares564 hectares366 hectares

Lease TypeTriple Net LeaseTriple Net LeaseTriple Net LeaseTriple Net LeaseTriple Net Lease

Lease Term 11 Years11 Years10 Years10 Years10 Years

Current Rent$3.97m$8.19m$0.61m$1.1m$0.6m

Rights of Renewal2 x 12 Years2 x 10 YearsNone2 x 10 Years2 x 10 Years

Review MechanismCPI linkedCPI linkedCPI linkedCPI linkedCPI linked

Rent Reviews3 Yearly3 Yearly3 Yearly3 Yearly3 Yearly

Horticulture & ForestryTenant 6Tenant 7Tenant 8Tenant 9

LocationCentral North IslandCentral North IslandHawkes BayCentral Otago

Asset ClassCarbon ForestryCarbon ForestryHorticultureHorticulture

Area3,988 hectares1,501 hectares97 hectares47 hectares

Lease TypeTriple Net LeaseTriple Net LeaseTriple Net LeaseTriple Net Lease

Lease Term 16 - 20 Years20 Years30 Years30 Years

Current Rent$6.77m$0.66m$1.36m$0.42

Rights of RenewalTermination can be extended

10 years

Termination can be extended

10 years

NoneNone

Review MechanismCPI linkedCPI linkedGreater of CPI or 2.5%Greater of CPI or 2.5%

Rent ReviewsAnnualAnnualAnnualAnnual

27
New Zealand Rural Land Company

INVESTMENT SUMMARY

NZL PROVIDES INVESTORS WITH EXPOSURE TO:

1. This land is owned via an LP, 75% owned by NZL and 25% by Roc Partners

2. This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 146,138,526 on issue as at 31 December 2025.

3. Calculation assumes full participation in rights issues, plus dividend accumulated to 31 December 2025.

Favourable Industry

Dynamics

A Proven Value Add

Acquirer of Land

Attractive Total ReturnsHigh Quality Tenants

with Attractive WALT

A Significant Growth

Opportunity

Long term demand for key

commodities and food

vs declining availability

of productive land drives

land values. Productive

rural land is finite in supply

and its value is founded

on worldwide population

growth, growing food

demand, and yield-

boosting innovation.

Increasing scarcity of

productive land globally is

mirrored in New Zealand.

New Zealand is one of the

world’s lowest-cost and

lowest-carbon emitting

producers of protein, fibre

and timber in the world.

Successfully acquired

17,077 hectares of pastoral,

forestry and horticultural

land since listing on 21

December 2020

1

.

NAV per share increased

from $1.250 (21 December

2020) to $1.609 as at 31

December 2025

2

. This

represents total increase in

NAV per share of +28.8% .

NAV growth has been

achieved alongside an

expansion to capital base

from 60.6m shares on

issue at IPO to ~146.1m

shares on issue as at 31

December 2025.

All tenants have significant

operating experience,

robust balance sheets and

governance frameworks.

11.6 year WALT (by lease

value).

NZL provides unique

investment exposure as it

is currently the only pure-

play listed exposure to

New Zealand rural land.

NZL provides inflation

hedging and stable income

via CPI-linked leases

(uncapped).

NZL’s strategy is to

continue to grow its

portfolio, both in dairy

and other attractive

agricultural opportunities,

to ultimately provide scale

and diversified exposure to

high quality New Zealand

rural land.

NAV per share has grown

by +28.8% since NZL’s IPO.

NZL has paid/declared

a total of 14.55 cps in

dividends. Total company

returns have been +40.4%

3

.

Farmland does not

typically experience the

same volatility that mark

economic changes. It

usually experiences

peaks and plateaus

– appreciating at an

attractive rate when

times are positive but not

necessarily retreating when

conditions are tough, this

is driven by its increasing

scarcity.

28
New Zealand Rural Land Company

PORTFOLIO OVERVIEW - AS AT 31 DECEMBER 2025

1

25% owned by Roc. Numbers are rounded.

2

WALT is weighted by lease value.

RURAL ASSET CLASSHORTICULTURE

1

FORESTRYPASTORAL

Land Area (ha)1445,48811,445

RegionHawke’s Bay & OtagoCentral North IslandCanterbury, Otago & Southland

Current UseApples & PearsForestry & Carbon Dairy & Support

WALT (years)28.516.96.9

# of Tenants225

% of Total Portfolio

2

8%31%61%

NZL owns 17,077 hectares of highly-productive agricultural land spread across three sub-sectors and

with long-term leases to some of New Zealand’s most successful operators.

29
New Zealand Rural Land Company

TENANT CONCENTRATION, LEASE PROFILE & LEASE OVERVIEW - AS AT 31 DECEMBER 2025

Tenant Concentration as % of Lease Value

NZL expects tenant diversification to increase as it continues to grow its asset base.

NZL’s Weighted Average Lease Term (WALT) is currently 11.6 years (100% occupancy).

NZL’s pastoral farm leases all have three, six and nine year CPI increases with tenant rights of renewal in years 10 or 11.

NZL’s forestry leases all have annual CPI increases.

NZL’s horticultural assets have annual rental increases of 2.5% or CPI whichever is greater.

All leases are triple net leases, tenants are responsible for all repair and maintenance costs.

Lease Expiry Profile by Value

30
New Zealand Rural Land Company

FOREIGN OWNERSHIP RULES & LEVELS

New Zealand

Buyer

NZL is highly advantaged

because it is a

New Zealand buyer

of rural land.

Current Listed

Company Foreign

Ownership Rules

Under the Overseas Investment

Amendment Act 2021, NZL can have

foreign domiciled shareholders of up

to 49.9% of its share register (subject

to certain share parcel restrictions).

Private companies in NZ are limited to

less than 25%.

Current NZL

Foreign

Ownership

As at 31 December 2025,

NZL had foreign domiciled

shareholders amounting to

~25.3% of its share register.

31
New Zealand Rural Land Company

WHO IS NZL

The Rural Land Investors

Listed

Listed

AUDITORS

REGISTRY

ROB

CAMPBELL

Independent

Chair

SARAH

KENNEDY

Independent

Director

CHRISTOPHER

SWASBROOK

Non-Independent

Director

TIA

GREENAWAY

Independent

Director

Board

ACCOUNTANTS

32
New Zealand Rural Land Company

NZRLM TEAM STRUCTURE

(ALF:NZX)

In-house Team

Consultants

XAVIER LYNCH

General Manager -

Corporate

SHELLEY RUHA

Director

HAYDEN DILLON

Consultant

RICHARD MILSOM

Executive Director

CILLA HEWITT

Project and

Communications Manager

ROSS O’NEILL

Company Secretary

Directors

JAMES TREADWELL

Consultant

STEPHEN REID

Chief Financial Officer

33
New Zealand Rural Land Company

INDEX INCLUSIONS AND BROKER RESEARCH COVERAGE

FTSE Global Micro Cap IndexS&P / NZX All Real Estate Index

Broker Research Coverage

Nicholas Hill

nicholas.hill@craigsip.com

Kieran Carling

kieran.carling@craigsip.com

Arie Dekker

arie.dekker@jarden.co.nz

Vishhal Bhula

vishal.bhula@jarden.co.nz

Index Inclusions

MSCI World Micro Cap Index

S&P / NZX Micro Cap Index

34
New Zealand Rural Land Company

INVESTOR RELATIONS CONTACTS

Richard Milsom

richard@nzrlm.co.nz

+64 21 274 2476

Level 4

131 Queen Street

Auckland Central

Auckland 1010

New Zealand

Xavier Lynch

xavier@nzrlm.co.nz

+64 27 282 8046

Level 4

131 Queen Street

Auckland Central

Auckland 1010

New Zealand

Stephen Reid

stephen@nzrlm.co.nz

+64 21 766 636

Level 4

131 Queen Street

Auckland Central

Auckland 1010

New Zealand

Ross O’Neill

ross.o’neill@alliedfarmers.co.nz

+64 21 424 829

Level 4

131 Queen Street

Auckland Central

Auckland 1010

New Zealand

35
New Zealand Rural Land Company

LISTED ON:

Rural Land Co

New Zealand

The Rural Land Investors

New Zealand Rural Land Company

Level 4, 131 Queen Street

Auckland Central

Auckland 1010

New Zealand

+64 9 217 2905

info@nzrlc.co.nz

www.nzrlc.co.nz


nzrlc

nzrlc

---

Results for announcement to the market
Name of issuer New Zealand Rural Land Company Limited

Reporting Period 12 Months to 31 December 2025

Previous Reporting Period 12 Months to 31 December 2024

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$24,457 +9.1%

Total Revenue $24,457 +9.1%

Net profit/(loss) from

continuing operations

$7,856 -68.4%

Total net profit/(loss) $7,856 -68.4%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.0275

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date 24/03/2026

Dividend Payment Date 21/04/2026

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.6254 $1.6346

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

See attached audited financial statements for the 12 months

ended 31 December 2025

Authority for this announcement

Name of person


authorised

to make this announcement

Richard Milsom

Contact person for this

announcement

Richard Milsom

Contact phone number 021 274 2476

Contact email address richard@nzrlm.co.nz

Date of release through MAP


27/02/2026

Audited financial statements accompany this announcement.

---

Section 1: Issuer information
Name of issuer New Zealand Rural Land Company Limited

Financial product name/description Ordinary Shares

NZX ticker code NZL

ISIN (If unknown, check on NZX

website)

NZNZLE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year x Quarterly

Half Year Special

DRP applies

Record date 24/03/2026

Ex-Date (one business day before the

Record Date)

23/03/2026

Payment date (and allotment date for

DRP)

21/04/2026

Total monies associated with the

distribution

1


$4,018,809 (based on number of shares on issue at the

date of this form)

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.02750000

Gross taxable amount

3

$0.00000000

Total cash distribution

4

$0.02750000

Excluded amount (applicable to listed

PIEs)

$0.02750000

Supplementary distribution amount $0.00000000

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed


Fully imputed

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.



If fully or partially imputed, please
state imputation rate as % applied

6


%N/A

Imputation tax credits per financial

product

$N/A

Resident Withholding Tax per

financial product

$N/A

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A

DRP strike price per financial product

N/A

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Richard Milsom

Contact person for this

announcement

Richard Milsom

Contact phone number 021 274 2476

Contact email address r

ichard

@nzrlm.co.nz

Date of release through MAP


27/02/2026







6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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