SPH Notice – Winton Land Limited

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Winton Land Limited (WIN)
Date this disclosure made: 17 December 2021
Date on which substantial holding began: 17 December 2021
Substantial product holder(s) giving disclosure
Full name(s): WIN
Summary of substantial holding
Class of quoted voting products: Ordinary shares in WIN (NZX Code: WIN)
Summary for WIN
For this disclosure,—
(a) total number held in class: 234,354,244
(b) total in class: 296,613,736
(c) total percentage held in class: 79.010%
Details of relevant interests
Details for Winton Land Limited
Nature of relevant interest(s): Korama Limited as trustee of the Amarok Trust (Korama),
JWAJ Limited as trustee of the Weka Trust, Wanaka Partners, LLC and TC Akarua Pty 2 Ltd
as trustee of the TC Akarua Sub Trust (Akarua Sub Trust) are subject to restricted security
agreements (25 pages, attached) with WIN under which they have agreed not to sell or
otherwise dispose of certain of the shares held by them prior to the initial public offering of
WIN (the Offer) (or immediately upon completion of the Offer in the case of the Akarua
Sub Trust):
• In the case of each shareholder other than Korama, until WIN releases to NZX its
results announcement for the financial year ended 30 June 2023 in respect of 75%
of such shares, with the remaining 25% free to be sold at any time
• In the case of Korama, until WIN releases to NZX its results announcement for the
financial year ended 30 June 2023 in respect of 100% of such shares, and then
90% of such shares remaining unable to be sold until the earlier of Akarua Sub
Trust selling 10% of the shares it holds on the date of release of such results
announcement and 31 December 2025 (being the fourth anniversary of completion
of the Offer)
In addition, WIN has agreed to issue shares to selected employees in recognition of their
past service to WIN. These shares will be subject to standard escrow conditions (4 pages,
attached) and will not be able to be sold until the publication of WIN’s results for FY23. In

2
each case, the escrow arrangement will be subject to limited exceptions set out in each
agreement
Accordingly, WIN has the power to control the acquisition and disposition of the escrowed
shares
For that relevant interest,—
(a) number held in class: 234,354,244
(b) percentage held in class: 79.010%
(c) current registered holder(s): See Appendix 1
(d) registered holder(s) once transfers are registered: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: WIN became a substantial
product holder upon WIN’s ordinary shares being quoted on the NZX Main Board on 17
December 2021
Additional information
Address(es) of substantial product holder(s): Level 4, 10 Viaduct Harbour Avenue,
Auckland 1010
Contact details: Justine Hollows, +64 9 377 7003, justine.hollows@winton.nz
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Korama Limited as trustee of the Amarok Trust
(Korama), JWAJ Limited as trustee of the Weka Trust, Wanaka Partners, LLC and TC
Akarua Pty 2 Ltd as trustee of the TC Akarua Sub Trust
Certification
I, Justine Hollows, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made

3
Appendix 1: Details of registered holders
Registered holder Number of shares
Korama Limited as trustee of the Amarok Trust 162,593,000
Perpetual Corporate Trust Limited as custodian for
the Akarua Sub Trust
38,590,173
Wanaka Partners, LLC 21,512,250
JWAJ Limited as trustee of the Weka Trust 10,905,543
Simon Ash 235,400
Justine Hollows 156,933
Jean McMahon 156,933
Selected employees in accordance with the terms set
out in the PDS
204,012

100496079/4808056
Restricted Security
Agreement
W
inton Land Limited (the Issuer)
Korama Limited (the Shareholder)

100496079/4808056.8 1
RESTRICTED SECURITY AGREEMENT
Date:
PARTIES
Winton Land Limited a duly incorporated company (the Issuer)
Korama Limited (the Shareholder)
BACKGROUND
A The Shareholder is the registered holder of the Initial Escrow Shares and the Full
Escrow Shares.
B The Issuer has applied to NZX to list and to have its ordinary shares quoted on the
NZX Main Board.
THE PARTIES AGREE as follows:
1 DEFINITIONS AND CONSTRUCTION
1.1 Defined terms
In this agreement, unless the context requires otherwise:
Affiliate means, in relation to the Shareholder, Chris Meehan or any person that is
wholly owned by Chris Meehan and/or his “relatives” (as defined in the Companies
Act 1993) and is solely controlled by Chris Meehan;
Akarua Shareholder means TC Akarua 2 Pty Ltd as trustee of the TC Akarua Sub
Trust (or a person that directly or indirectly, through one or more intermediaries,
owns and controls or is owned and controlled by or is under common ownership and
control with that entity, and in each case to whom the Akarua Shareholder has
transferred Shares), or a custodian that holds Shares on such a person’s behalf;
Business Day means a day on which the NZX Main Board is open for trading;
Date of Quotation means the first day on which the ordinary shares in the Issuer are
quoted on the NZX Main Board;
Full Escrow Shares means 90% of the ordinary shares in the Issuer registered in the
name of the Shareholder, as at the Date of Quotation;
Full Restricted Period means the period from the Date of Quotation and ending on
the first Business Day after the earlier of:
(a)release to NZX of the Issuer’s “Results Announcement” (as defined in the NZX
Listing Rules) for the financial half year ended 31 December 2025; or
(b)the date that the Akarua Shareholder has transferred ordinary shares in the
Issuer (excluding transfers to another Akarua Shareholder) which constitute
1 December 2021

100496079/4808056.8 2
10% or more of the number of ordinary shares in the Issuer held by the
Akarua Shareholder as at the date of release to NZX of the Issuer’s “Results
Announcement” (as defined in the NZX Listing Rules) for the financial year
ended 30 June 2023 (adjusted as necessary to reflect any share subdivision
or consolidation occurring after that date, and whether such transfers take
place through one transaction or a series of transactions);
Initial Escrow Shares means 100% of the ordinary shares in the Issuer registered in
the name of the Shareholder, as at the Date of Quotation;
Initial Restricted Period means the period from the Date of Quotation and ending on
the first Business Day after release to NZX of the Issuer’s “Results Announcement”
(as defined in the NZX Listing Rules) for the financial year ended 30 June 2023;
Non-Interested Directors means, in relation to any decision, directors of the Issuer
who are not “interested” for the purposes of the Companies Act 1993;
NZX means NZX Limited and includes its successors and assigns and as the context
permits includes any duly authorised delegate of NZX; and
NZX Main Board means the main board financial product market operated by NZX
Limited.
2 ESCROW
2.1 The Shareholder unconditionally and irrevocably undertakes to the Non-Interested
Directors, the Issuer and NZX that (subject to clause 3) it will not:
(a)sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer
assign or otherwise dispose of, their right and title to, and beneficial interest
in:
(i)the Initial Escrow Shares in the Initial Restricted Period; or
(ii)the Full Escrow Shares in the Full Restricted Period,
otherwise than by way of granting a security interest in favour of any bona
fide lender to the Shareholder; or
(b)do, or omit to do, any act if the act or omission would have the effect of
transferring effective ownership or control of:
(i)the Initial Escrow Shares in the Initial Restricted Period; or
(ii)the Full Escrow Shares in the Full Restricted Period,
otherwise than pursuant to enforcement of any loan and/or security interest
granted to a bona fide lender to the Shareholder,
without the prior written approval of each of the Non-Interested Directors, the
Issuer, NZX and TC Akarua 2 Pty Ltd as trustee of the TC Akarua Sub Trust (or any
Akarua Shareholder to which it has assigned its rights under this clause 2.1) (at
their respective discretions but subject to clause 3), and after giving written notice
of no less than 5 Business Days.

100496079/4808056.8 3
2.2 The right of the Shareholder to deal with the Initial Escrow Shares and/or Full
Escrow Shares is also subject to any other restrictions which may be applicable,
including under the NZX Listing Rules and the Financial Markets Conduct Act 2013.
3 EXCEPTIONS
3.1 Notwithstanding the restrictions set out in clause 2.1 of this agreement:
(a) the Shareholder may transfer all or part of the Initial Escrow Shares and/or
Full Escrow Shares to an Affiliate, provided that the Affiliate enters into a
Restricted Security Agreement with the Issuer in relation to the Initial Escrow
Shares and/or Full Escrow Shares transferred on the same terms as this
agreement for the remainder of the Initial Restricted Period or Full Restricted
Period (respectively); and
(b) if the Shareholder has entered into this agreement in its capacity as a trustee
of a trust it may transfer all of its Initial Escrow Shares and/or Full Escrow
Shares to any new or replacement trustee of the relevant trust, provided that
the new or replacement trustee enters into a Restricted Security Agreement
with the Issuer in relation to the Initial Escrow Shares and/or Full Escrow
Shares transferred on the same terms as this agreement for the remainder of
the Initial Restricted Period or Full Restricted Period (respectively).
3.2 Clause 2.1 of this agreement will not apply in relation to any full or partial takeover
offer made under the Takeovers Code or similar scheme of arrangement, provided
that any such takeover offer or similar scheme of arrangement is not made, whether
directly or indirectly, by the Shareholder or any Affiliate of it. For clarity, if a full or
partial takeover offer is made or proposed to be made during the Restricted Period,
directly or indirectly by a person who is not the Shareholder or an Affiliate of it then
the Shareholder may sell, or agree, or offer to sell all or any part of the Initial
Escrow Shares and/or Full Escrow Shares to the offeror under that offer.
4 SPECIFIC PERFORMANCE
The Shareholder acknowledges that damages alone would be an inadequate remedy
for breach of its obligations under this agreement and the appropriate remedies for
such a breach will include orders for specific performance, injunctive relief, any
other equitable relief and/or damages.
5 CONTRACT AND COMMERCIAL LAW ACT 2017
The provisions of this agreement are for the benefit of, and are intended to be
enforceable by, any of the Non-Interested Directors, the other shareholders of the
Issuer, NZX and TC Akarua 2 Pty Ltd as trustee of the TC Akarua Sub Trust (or any
Akarua Shareholder to which it has assigned its rights under this clause 5) under the
Contract and Commercial Law Act 2017.
6 SEVERABILITY
If a Court or administrative body decides that part of this agreement is illegal, void
or cannot be enforced, that decision will not make the rest of this agreement invalid.

100496079/4808056.8 4
7 DE-LISTING
This agreement will be void and of no effect if the Issuer is not listed, and its
ordinary shares are not quoted, on the NZX Main Board before 31 December 2021 or
if the Issuer is de-listed by NZX.
8 AMENDMENT
8.1 Any variation to this agreement requires the written agreement of all parties to this
agreement and TC Akarua 2 Pty Ltd as trustee of the TC Akarua Sub Trust (or any
Akarua Shareholder to which it has assigned its rights under this clause 8.1), and
the Issuer shall not agree to any amendment without prior written approval of NZX.
8.2 The Issuer will provide NZX with notice immediately in the event that it becomes
aware of a breach or a likely breach of the agreement.
9 GOVERNING LAW
This agreement is governed by, and construed in accordance with, New Zealand law
and the parties agree to submit to the jurisdiction of the New Zealand courts.
10 NOTICES
10.1 Each notice or other communication under this agreement is to be in writing, is to be
made by email (except to the extent that the notice is required by law to be given
by another means, in which case it must also be provided by email) to the
addressee at the address, and is to be marked for the attention of the person or
office holder (if any), from time to time designated for the purpose by the addressee
to the other party. The initial email address and relevant person or office holder of
each party is set out below:
The Issuer:
Email: justine.hollows@winton.nz
Attention: General Counsel of the Issuer
The Shareholder:
Email: chris.meehan@winton.nz
Attention: Chris Meehan
10.2 No communication is to be effective until received. A notice or other communication
will be deemed to have been received:
(a)in the case of hand delivery, at the time of actual delivery to the recipient’s
address;
(b)in the case of delivery by pre-paid post, on the 2nd Business Day after
posting; or
(c)in the case of delivery by email, on the date and time at which it enters the
addressee’s email information system (as shown in the delivery report from
the sender’s information system).

100496079/4808056.8 5
10.3 However, if a notice or other communication is received or deemed to have been
received after 5pm on a Business Day in the place to which it is sent, or on a day
which is not a Business Day in that place, it will be deemed not to have been
received until the next Business Day in that place.
11 COUNTERPART EXECUTION
The parties may execute a counterpart copy of this agreement by executing a PDF
email copy of this agreement. The transmission by PDF email by each party of a
signed counterpart copy of this agreement to the other parties shall be deemed
proof of signature of the original and the signed PDF email copy so transmitted shall
be deemed an original for the purposes of this agreement.
SIGNED for and on behalf of Winton Land
Limited by:
___________________________
Director/Authorised Person
SIGNED for and on behalf of Korama
Limited by:
___________________________
Director/Authorised Person
Jeremy Johnson

100496079/4808094
Restricted Security
Agreement



Winton Land Limited (the Issuer)
JWAJ Limited (the Shareholder)

100496079/4808094.3 1
RESTRICTED SECURITY AGREEMENT
Date:
PARTIES
Winton Land Limited a duly incorporated company (the Issuer)
JWAJ Limited ( the Shareholder)
BACKGROUND
A The Shareholder is the registered holder of the Escrow Shares.
B The Issuer has applied to NZX to list and to have its ordinary shares quoted on the
NZX Main Board.
THE PARTIES AGREE as follows:
1 DEFINITIONS AND CONSTRUCTION
1.1 Defined terms
In this agreement, unless the context requires otherwise:
Affiliate means in relation to any person, a person that directly or indirectly, through
one or more intermediaries, owns and controls or is owned and controlled by or is
under common ownership and control with the person
and, in relation to a family
trust means any beneficiary (ascertained or discretionary) of that trust;
Business Day means a day on which the NZX Main Board is open for trading;
Date of Quotation means the first day on which the ordinary shares in the Issuer are
quoted on the NZX Main Board;
Escrow Shares means 75% of the ordinary shares in the Issuer registered in the
name of the Shareholder on the day immediately prior to the Date of Quotation;
Restricted Period means the period from the Date of Quotation and ending on the
first Business Day after release to NZX of the Issuer’s “Results Announcement” (as
defined in the NZX Listing Rules) for the financial year ended 30 June 2023;
Non-Interested Directors means, in relation to any decision, directors of the Issuer
who are not “interested” for the purposes of the Companies Act 1993;
NZX Main Board means the main board financial product market operated by NZX
Limited; and
NZX means NZX Limited and includes its successors and assigns and as the context
permits includes any duly authorised delegate of NZX.
1 December 2021

100496079/4808094.3 2
2 ESCROW
2.1 The Shareholder unconditionally and irrevocably undertakes to the Non-Interested
Directors, the Issuer and NZX that (subject to clause 3) it will not:
(a) sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer
assign or otherwise dispose of, their right and title to, and beneficial interest
in the Escrow Shares in the Restricted Period otherwise than by way of
granting a security interest in favour of any bona fide lender to the
Shareholder; or
(b) do, or omit to do, any act if the act or omission would have the effect of
transferring effective ownership or control of the Escrow Shares in the
Restricted Period otherwise than pursuant to enforcement of any loan and/or
security interest granted to a bona fide lender to the Shareholder,
without the prior written approval of each of the Non-Interested Directors, the
Issuer and NZX (at their respective discretions but subject to clause 3), and after
giving written notice of no less than 5 Business Days.
2.2 The right of the Shareholder to deal with the Escrow Shares is also subject to any
other restrictions which may be applicable, including under the NZX Listing Rules
and the Financial Markets Conduct Act 2013.
3 EXCEPTIONS
3.1 Notwithstanding the restrictions set out in clause 2.1 of this agreement:
(a) the Shareholder may transfer all or part of the Escrow Shares to an Affiliate,
provided that the Affiliate enters into a Restricted Security Agreement with
the Issuer in relation to the Shares transferred on the same terms as this
agreement for the remainder of the Restricted Period;
(b) the Shareholder may transfer legal title to any of the Escrow Shares directly
to the beneficial owner of those shares, provided that such beneficial owner
must enter into (or is already a party to) a Restricted Security Agreement
with the Issuer in relation to the Escrow Shares transferred on the same
terms as this agreement for the remainder of the Restricted Period; and
(c) if the Shareholder has entered into this agreement in its capacity as a trustee
of a trust it may transfer all of its Escrow Shares to any new or replacement
trustee of the relevant trust, provided that the new or replacement trustee
enters into a Restricted Security Agreement with the Issuer in relation to the
Escrow Shares transferred on the same terms as this agreement for the
remainder of the Restricted Period.
3.2 Clause 2.1 of this agreement will not apply in relation to any full or partial takeover
offer made under the Takeovers Code or similar scheme of arrangement, provided
that any such takeover offer or similar scheme of arrangement is not made, whether
directly or indirectly, by the Shareholder or any Affiliate of it. For clarity, if a full or
partial takeover offer is made or proposed to be made during the Restricted Period,
directly or indirectly by a person who is not the Shareholder or an Affiliate of it then

100496079/4808094.3 3
the Shareholder may sell, or agree, or offer to sell all or any part of the Escrow
Shares to the offeror under that offer.
4 BALANCE SHARES/NEW SHARES
The parties acknowledge and agree that the Escrow Shares are intended to capture
75% of the shares held by the Shareholder in the Company on the day immediately
prior to the Date of Quotation (and prior to any allotment of ordinary shares under
the Company’s proposed initial public offering). For the avoidance of doubt, the
restrictions contained in this agreement do not apply to any other shares held by the
Shareholder, or any additional shares issued to the Shareholder, whether on or after
the Date of Quotation.
5 SPECIFIC PERFORMANCE
The Shareholder acknowledges that damages alone would be an inadequate remedy
for breach of its obligations under this agreement and the appropriate remedies for
such a breach will include orders for specific performance, injunctive relief, any
other equitable relief and/or damages.
6 CONTRACT AND COMMERCIAL LAW ACT 2017
The provisions of this agreement are for the benefit of, and are intended to be
enforceable by, any of the Non-Interested Directors, the other shareholders of the
Issuer and NZX under the Contract and Commercial Law Act 2017.
7 SEVERABILITY
If a Court or administrative body decides that part of this agreement is illegal, void
or cannot be enforced, that decision will not make the rest of this agreement invalid.
8 DE-LISTING
This agreement will be void and of no effect if the Issuer is not listed, and its
ordinary shares are not quoted, on the NZX Main Board before 31 December 2021 or
if the Issuer is de-listed by NZX.
9 AMENDMENT
9.1 Any variation to this agreement requires the written agreement of all parties to this
agreement and the Issuer shall not agree to any amendment without prior written
approval of NZX.
9.2 The Issuer will provide NZX with notice immediately in the event that it becomes
aware of a breach or a likely breach of the agreement.
10 GOVERNING LAW
This agreement is governed by, and construed in accordance with, New Zealand law
and the parties agree to submit to the jurisdiction of the New Zealand courts.

100496079/4808094.3 4
11 NOTICES
11.1 Each notice or other communication under this agreement is to be in writing, is to be
made by email (except to the extent that the notice is required by law to be given
by another means, in which case it must also be provided by email) to the
addressee at the address, and is to be marked for the attention of the person or
office holder (if any), from time to time designated for the purpose by the addressee
to the other party. The initial email address and relevant person or office holder of
each party is set out below:
The Issuer:
Email: chris.meehan@winton.nz
Attention: Chair of the board of the Issuer
The Shareholder:
Email: jeremy.johnson@bankside.co.nz

Attention: Jeremy Johnson
11.2 No communication is to be effective until received. A notice or other communication
will be deemed to have been received:
(a) in the case of hand delivery, at the time of actual delivery to the recipient’s
address;
(b) in the case of delivery by pre-paid post, on the 2nd Business Day after
posting; or
(c) in the case of delivery by email, on the date and time at which it enters the
addressee’s email information system (as shown in the delivery report from
the sender’s information system).
11.3 However, if a notice or other communication is received or deemed to have been
received after 5pm on a Business Day in the place to which it is sent, or on a day
which is not a Business Day in that place, it will be deemed not to have been
received until the next Business Day in that place.
12 COUNTERPART EXECUTION
The parties may execute a counterpart copy of this agreement by executing a PDF
email copy of this agreement. The transmission by PDF email by each party of a
signed counterpart copy of this agreement to the other parties shall be deemed
proof of signature of the original and the signed PDF email copy so transmitted shall
be deemed an original for the purposes of this agreement.

100496079/4808094.3 5
SIGNED for and on behalf of Winton Land
Limited by:
_______
____________________
Director/Authorised Person
SIGNED for and on behalf of JWAJ Limited
by:
___________________________
Director/Authorised Person
Jeremy Johnson

1 December 2021

Restricted Security
Agreement



Winton Land Limited (the Issuer)
TC Akarua 2 Pty Ltd as trustee of the TC
Akarua Sub Trust (the Shareholder)

RESTRICTED SECURITY AGREEMENT
Date:
PARTIES
Winton Land Limited a duly incorporated company (the Issuer)
TC Akarua 2 Pty Ltd as trustee of the TC Akarua Sub Trust (the Shareholder)
BACKGROUND
A The Issuer has applied to NZX to list and to have its ordinary shares quoted on the
NZX Main Board.
B The Shareholder (or a custodian nominated by it) will be allocated ordinary shares in
the Issuer when the ordinary shares are listed on the NZX Main Board.
THE PARTIES AGREE as follows:
1 DEFINITIONS AND CONSTRUCTION
1.1 Defined terms
In this agreement, unless the context requires otherwise:
Affiliate means in relation to any person, a person that directly or indirectly, through
one or more intermediaries, owns and controls or is owned and controlled by or is
under common ownership and control with the person and, in relation to a family
trust means any beneficiary (ascertained or discretionary) of that trust, and in the
case of the Shareholder includes a custodian or trustee for the Shareholder or for
any other Affiliate of the Shareholder;
Business Day means a day on which the NZX Main Board is open for trading;
Date of Quotation means the first day on which the ordinary shares in the Issuer are
quoted on the NZX Main Board;
Escrow Shares means 75% of the ordinary shares in the Issuer registered in the
name of the Shareholder or a custodian nominated by it, as at the Date of
Quotation;
Non-Interested Directors means, in relation to any decision, directors of the Issuer
who are not “interested” for the purposes of the Companies Act 1993;
NZX Main Board means the main board financial product market operated by NZX
Limited;
NZX means NZX Limited and includes its successors and assigns and as the context
permits includes any duly authorised delegate of NZX; and
1 December 2021

Restricted Period means the period from the Date of Quotation and ending on the
first Business Day after release to NZX of the Issuer’s “Results Announcement” (as
defined in the NZX Listing Rules) for the financial year ended 30 June 2023.
2 ESCROW
2.1 The Shareholder unconditionally and irrevocably undertakes to the Non-Interested
Directors, the Issuer and NZX that (subject to clause 3) it will not, or (to the extent
any Escrow Shares are held for the Shareholder by a custodian) will procure that the
custodian will not:
(a)sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer
assign or otherwise dispose of, their right and title to, and beneficial interest
in the Escrow Shares in the Restricted Period, otherwise than by way of
granting a security interest in favour of any bona fide lender to the
Shareholder; or
(b)do, or omit to do, any act if the act or omission would have the effect of
transferring effective ownership or control of the Escrow Shares in the
Restricted Period otherwise than pursuant to enforcement of any loan and/or
security interest granted to a bona fide lender to the Shareholder,
without the prior written approval of each of the Non-Interested Directors, the
Issuer and NZX (at their respective discretions but subject to clause 3), and after
giving written notice of no less than 5 Business Days.
2.2 The right of the Shareholder to deal with the Escrow Shares is also subject to any
other restrictions which may be applicable, including under the NZX Listing Rules
and the Financial Markets Conduct Act 2013.
3 EXCEPTIONS
3.1 Notwithstanding the restrictions set out in clause 2.1 of this agreement:
(a)the Shareholder may transfer all or part of the Escrow Shares to an Affiliate,
provided that the Affiliate enters into a Restricted Security Agreement with
the Issuer in relation to the Shares transferred on the same terms as this
agreement (in the case of an Affiliate that is a custodian or trustee, subject to
such limitations of liability as the Affiliate may reasonably require) for the
remainder of the Restricted Period;
(b)the Shareholder may transfer legal title to any of the Escrow Shares directly
to the beneficial owner of those shares, provided that such beneficial owner
must enter into (or is already a party to) a Restricted Security Agreement
with the Issuer in relation to the Escrow Shares transferred on the same
terms as this agreement for the remainder of the Restricted Period; and
(c)if the Shareholder has entered into this agreement in its capacity as a trustee
of a trust it may transfer all of its Escrow Shares to any new or replacement
trustee of the relevant trust, provided that the new or replacement trustee
enters into a Restricted Security Agreement with the Issuer in relation to the
Escrow Shares transferred on the same terms as this agreement for the
remainder of the Restricted Period.

3.2 Clause 2.1 of this agreement will not apply in relation to any full or partial takeover
offer made under the Takeovers Code or similar scheme of arrangement, provided
that any such takeover offer or similar scheme of arrangement is not made, whether
directly or indirectly, by the Shareholder or any Affiliate of it. For clarity, if a full or
partial takeover offer is made or proposed to be made during the Restricted Period,
directly or indirectly by a person who is not the Shareholder or an Affiliate of it then
the Shareholder may sell, or agree, or offer to sell all or any part of the Escrow
Shares to the offeror under that offer.
4 SPECIFIC PERFORMANCE
The Shareholder acknowledges that damages alone would be an inadequate remedy
for breach of its obligations under this agreement and the appropriate remedies for
such a breach will include orders for specific performance, injunctive relief, any
other equitable relief and/or damages.
5 CONTRACT AND COMMERCIAL LAW ACT 2017
The provisions of this agreement are for the benefit of, and are intended to be
enforceable by, any of the Non-Interested Directors, the other shareholders of the
Issuer and NZX under the Contract and Commercial Law Act 2017.
6 SEVERABILITY
If a Court or administrative body decides that part of this agreement is illegal, void
or cannot be enforced, that decision will not make the rest of this agreement invalid.
7 DE-LISTING
This agreement will be void and of no effect if the Issuer is de-listed by NZX.
8 AMENDMENT
8.1 Any variation to this agreement requires the written agreement of all parties to this
agreement and the Issuer shall not agree to any amendment without prior written
approval of NZX.
8.2 The Issuer will provide NZX with notice immediately in the event that it becomes
aware of a breach or a likely breach of the agreement.
9 GOVERNING LAW
This agreement is governed by, and construed in accordance with, New Zealand law
and the parties agree to submit to the jurisdiction of the New Zealand courts.
10 NOTICES
10.1 Each notice or other communication under this agreement is to be in writing, is to be
made by email (except to the extent that the notice is required by law to be given
by another means, in which case it must also be provided by email) to the
addressee at the address, and is to be marked for the attention of the person or
office holder (if any), from time to time designated for the purpose by the addressee

to the other party. The initial email address and relevant person or office holder of
each party is set out below:
The Issuer:
Email: justine.hollows@winton.nz
Attention: General Counsel of the Issuer
The Shareholder:
Email: David.Handelsmann@macquarie.com
Attention: Head of Legal, Macquarie Asset Management – Real Estate
10.2 No communication is to be effective until received. A notice or other communication
will be deemed to have been received:
(a)in the case of hand delivery, at the time of actual delivery to the recipient’s
address;
(b)in the case of delivery by pre-paid post, on the 2nd Business Day after
posting; or
(c)in the case of delivery by email, on the date and time at which it enters the
addressee’s email information system (as shown in the delivery report from
the sender’s information system).
10.3 However, if a notice or other communication is received or deemed to have been
received after 5pm on a Business Day in the place to which it is sent, or on a day
which is not a Business Day in that place, it will be deemed not to have been
received until the next Business Day in that place.
11 COUNTERPART EXECUTION
The parties may execute a counterpart copy of this agreement by executing a PDF
email copy of this agreement. The transmission by PDF email by each party of a
signed counterpart copy of this agreement to the other parties shall be deemed
proof of signature of the original and the signed PDF email copy so transmitted shall
be deemed an original for the purposes of this agreement.
12 TRUSTEE LIMITATION OF LIABILITY
The liability of TC Akarua 2 Pty Ltd (the Trustee) under or in connection with the
transactions contemplated by this agreement is limited to those assets of the TC
Akarua Sub Trust (Aus) (the Trust) at the time the liability is enforced, which are in
the hands of the Trustee as trustee and available to the Trustee by way of
indemnity. However, if due to a breach of trust involving the dishonesty, wilful
misconduct or gross negligence of the Trustee, any party claiming under or in
connection with this Deed is unable to recover from the assets for the time being of
the Trust all or any money properly payable to that party, then that party may seek
to recover that money from the assets of that Trustee. But in doing so, that party
may only recover the amount (if any) by which the value of the Trust assets has
been diminished due to the breach of trust.

SIGNED for and on behalf of Winton Land
Limited by:
___________________________
Director/Authorised Person

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APPENDIX 1 – RESTRICTED SECURITY AGREEMENT

PARTIES

Winton Land Limited a duly incorporated company (the Issuer)

[●] (the Shareholder)

BACKGROUND

A The Issuer has applied to NZX to list and to have its ordinary shares quoted on the NZX
Main Board.
B The Shareholder will be allocated Shares when the Shares are listed on the NZX Main
Board.
THE PARTIES AGREE as follows:
1 DEFINED TERMS
In this agreement, unless the context requires otherwise:
Affiliate means in relation to any person, a person that directly or indirectly, through
one or more intermediaries, owns and controls or is owned and controlled by or is
under common ownership and control with the person and, in relation to a family trust
means any beneficiary (ascertained or discretionary) of that trust.
Business Day means a day on which the NZX Main Board is open for trading.
Date of Quotation means the first day on which the ordinary shares in the Issuer are
quoted on the NZX Main Board.
Non-Interested Directors means, in relation to any decision, directors of the Issuer who
are not “interested” for the purposes of the Companies Act 1993.
NZX means NZX Limited and includes its successors and assigns and as the context
permits includes any duly authorised delegate of NZX.
NZX Main Board means the main board financial product market operated by NZX
Limited.
Restricted Period means the period from the Date of Quotation and ending on the first
Business Day after release to NZX of the Issuer’s “Results Announcement” (as defined in
the NZX Listing Rules) for the financial year ended 30 June 2023.
Shares means all ordinary shares in the Issuer to be registered in the name of the
Shareholder at the Date of Quotation.
2 ESCROW
2.1 The Shareholder unconditionally and irrevocably undertakes to the Non-Interested
Directors, the Issuer and NZX that (subject to clause 3) it will not:

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(a) sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer
assign or otherwise dispose of, their right and title to, and beneficial interest in,
the Shares in the Restricted Period, otherwise than by way of granting a security
interest in favour of any bona fide lender to the Shareholder; or
(b) do, or omit to do, any act if the act or omission would have the effect of
transferring effective ownership or control of the Shares in the Restricted Period
otherwise than pursuant to enforcement of any loan and/or security interest
granted to a bona fide lender to the Shareholder,
without the prior written approval of each of the Non-Interested Directors, the Issuer
and NZX (at their respective discretions but subject to clause 3), and after giving written
notice of no less than 5 Business Days.
2.2 The right of the Shareholder to deal with the Shares is also subject to any other
restrictions which may be applicable, including under the NZX Listing Rules and the
Financial Markets Conduct Act 2013.
3 EXCEPTIONS
3.1 Notwithstanding the restrictions set out in clause 2.1 of this agreement:
(a) the Shareholder may transfer all or part of the Shares to an Affiliate, provided
that the Affiliate enters into a Restricted Security Agreement with the Issuer in
relation to the Shares transferred on the same terms as this agreement for the
remainder of the Restricted Period;
(b) the Shareholder may transfer legal title to any of the Shares directly to the
beneficial owner of those Shares, provided that such beneficial owner must
enter into (or is already a party to) a Restricted Security Agreement with the
Issuer in relation to the Shares transferred on the same terms as this agreement
for the remainder of the Restricted Period; and
(c) if the Shareholder has entered into this agreement in its capacity as a trustee of
a trust it may transfer all of its Shares to any new or replacement trustee of the
relevant trust, provided that the new or replacement trustee enters into a
Restricted Security Agreement with the Issuer in relation to the Shares
transferred on the same terms as this agreement for the remainder of the
Restricted Period.
3.2 Clause 2.1 of this agreement will not apply in relation to any full or partial takeover
offer made under the Takeovers Code or similar scheme of arrangement, provided that
any such takeover offer or similar scheme of arrangement is not made, whether directly
or indirectly, by the Shareholder or any Affiliate of it. For clarity, if a full or partial
takeover offer is made or proposed to be made during the Restricted Period, directly or
indirectly by a person who is not the Shareholder or an Affiliate of it then the
Shareholder may sell, or agree, or offer to sell all or any part of the Shares to the offeror
under that offer.

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4 SPECIFIC PERFORMANCE
The Shareholder acknowledges that damages alone would be an inadequate remedy for
breach of its obligations under this agreement and the appropriate remedies for such a
breach will include orders for specific performance, injunctive relief, any other
equitable relief and/or damages.
5 CONTRACT AND COMMERCIAL LAW ACT 2017
The provisions of this agreement are for the benefit of, and are intended to be
enforceable by, any of the Non-Interested Directors, the other shareholders of the
Issuer and NZX under the Contract and Commercial Law Act 2017.
6 SEVERABILITY
If a Court or administrative body decides that part of this agreement is illegal, void or
cannot be enforced, that decision will not make the rest of this agreement invalid.
7 DE-LISTING
This agreement will be void and of no effect if the Issuer is de-listed by the NZX.
8 AMENDMENT
8.1 Any variation to this agreement requires the written agreement of all parties to this
agreement and the Issuer shall not agree to any amendment without prior written
approval of NZX.
8.2 The Issuer will provide NZX with notice immediately in the event that it becomes aware
of a breach or a likely breach of the agreement.
9 GOVERNING LAW
This agreement is governed by, and construed in accordance with, New Zealand law
and the parties agree to submit to the jurisdiction of the New Zealand courts.
10 NOTICES
10.1 Each notice or other communication under this agreement is to be in writing, is to be
made by email (except to the extent that the notice is required by law to be given by
another means, in which case it must also be provided by email) to the addressee at the
address, and is to be marked for the attention of the person or office holder (if any),
from time to time designated for the purpose by the addressee to the other party. The
initial email address and relevant person or office holder of each party is set out below:
The Issuer:
Email: justine.hollows@winton.nz

Attention: General Counsel of the Issuer

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The Shareholder:
Email: [●]
Attention: [●]
10.2 No communication is to be effective until received. A notice or other communication
will be deemed to have been received:
(a) in the case of hand delivery, at the time of actual delivery to the recipient’s
address;
(b) in the case of delivery by pre-paid post, on the 2nd Business Day after posting; or
(c) in the case of delivery by email, on the date and time at which it enters the
addressee’s email information system (as shown in the delivery report from the
sender’s information system).
10.3 However, if a notice or other communication is received or deemed to have been
received after 5pm on a Business Day in the place to which it is sent, or on a day which
is not a Business Day in that place, it will be deemed not to have been received until the
next Business Day in that place.