Winton Land Limited/Announcement
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Winton Delivers Strong FY22 Result

Full Year Results23 August 2022WINReal Estate

MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN

24 August 2022

WINTON DELIVERS STRONG FY22 RESULT; RE-AFFIRMS FY23 GUIDANCE

Winton (NZX: WIN / ASX: WTN) is pleased to release its inaugural full year result as a publicly

listed company for the period ending 30 June 2022, slightly ahead of its PFI forecasts – based on

settlements of 449 units and $159.5 million in revenues, delivering a net profit after income tax of

$31.7 million.

Chris Meehan, Chair and CEO of Winton said: “This strong full year performance reflects the

underlying strength and resilience of the Winton business, which has been building over many

years.

“Winton is in tremendous shape – our landbank has the potential to yield up to 6,896 units,

including 919 retirement living units. Our gross pre-sales book sits at approximately $662.2 million

as at 30 June 2022, we have $204.8 million cash on hand and zero debt on our balance sheet.”

“We are executing against a core strategy to mitigate cost increases and supply disruptions, while

creating a diversified portfolio of distinct neighbourhoods in our core markets, and excitingly,

making significant progress on the luxury Northbrook retirement brand under Julian Cook’s

direction.”

“The double-digit year-on-year growth experienced in the New Zealand housing market over the

last few years was unsustainable by any measure. We have seen residential enquiries and sales

soften, but our long-term strategy of seeking pre-sales adds an important layer of resilience to our

financial position.”

“Looking forward, the New Zealand housing market remains in a structural undersupply position

and any contraction of the industry is likely to result in fewer operators. This is where we will

actively seek appropriate opportunities to further diversify and add scale to the Winton portfolio

and landbank,” he adds.

Relative to the prior corresponding period and in line with forecasts, Winton’s gross profit was

$72.4 million, 2.7% ahead of the Company’s PFI and 26.1% ahead of FY21. During FY22, the timing

of development and construction programmes resulted in Winton settling 18.8% fewer units than

FY21, which saw FY22 revenue 9.9% lower than in FY21, while cost of sales were 27.1% down on

FY21.

During FY22, Winton made significant progress across its 14 masterplanned neighbourhoods and

27 projects. The development of Winton’s luxury Northbrook retirement brand continues to

gather pace – with significant progress realised through the design and resource consent

application stages for the first five villages, located in Auckland, Christchurch, Queenstown and

Wanaka.


2

Winton continues to add to its landbank having recently settled on a 5,000 sqm Wynyard Quarter

site at Beaumont Street, Auckland for its Northbrook Wynyard luxury retirement village. Winton

also acquired a prime waterfront 1.2-hectare block within Wynyard Quarter, known as Pier 21

located on Westhaven Drive, Auckland.

More recently, Winton announced the establishment of the Winton / MaxCap Medium Density

Development Fund, a $200m equity investment vehicle that will focus on the acquisition and

construction of townhouse and apartment developments throughout New Zealand’s metropolitan

centres. This fund is expected to be the first of various funds management initiatives Winton will

employ across different sectors of the property market in the near term.

Winton reaffirms its FY23 guidance, while remaining subject to no material adverse changes or

unforeseen events, which is expected to deliver $344.7 million in revenue, $137.5 million EBITDA

and $98.8 million profit after income tax. Approximately 84.8% in pre-sales of forecast FY23

revenue has already been achieved.

In line with the Company’s dividend policy, the Winton Board declared a 1.07 cent dividend per

share for the six months ending 30 June 2022.

As at 30 June 2022, Winton’s landbank has the potential to yield up to 6,896 units, including 919

retirement living units. The Company’s gross pre-sales book was $662.2 million and continues to

grow, with cash holdings of $204.8 million and zero company debt. Winton’s residential,

commercial and retirement property portfolio as at 30 June 2022 has a total estimated Gross

Development Value (GDV) of approximately $4.6 billion.

Following a formal request for proposals for external audit services, the Winton Board

recommends Ernst & Young be appointed as its new external auditor. Winton has been extremely

satisfied with KPMG’s external audit services over the past five years and looks forward to

continuing to work with them on non-audit functions going forward. However, as the Company

heads into the next five year term, the Board believes that now is the appropriate time to rotate

external audit services. Ernst & Young’s proposed appointment as Winton’s external auditor is for

the financial year ending 30 June 2023 and is subject to approval by shareholders at Winton’s

Annual Shareholders’ Meeting to be held on 26 October 2022.

Winton’s Annual Report is also released today with the Company’s FY22 results, which contains

important information related to the company’s governance, operational updates, financial

commentary, Northbrook, and Winton’s environmental and social commitments.

Winton’s Annual Report and all future annual reports will be publicly available on our website

Investor Centre - Winton Land Limited. You may at any time, request a hard copy (or an electronic

copy) of the most recent and future Annual Reports free of charge. You can do so through our

share registry, Link Market Services, including by updating your communication preferences

online through the Investor Centre.

Ends.

For investor or analyst queries, please contact:

Jean McMahon, CFO

+64 9 869 2271

investors@winton.nz


3

For media queries, please contact:

Hugo Shanahan

+64 275 111 561 / hugo@shanahan.co.nz



About Winton


Winton is a residential land developer that specialises in developing integrated and fully

masterplanned neighbourhoods. Across its 14 masterplanned communities, Winton has a

portfolio of 27 projects expected to yield a combined total of circa 7,000 residential lots,

dwellings, apartment units, retirement village units and commercial lots. Winton listed on the

NZX and ASX in 2021. www.winton.nz

---

Template
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019



Results for announcement to the market

Name of issuer Winton Land Limited (WIN)

Reporting Period 12 months to 30 June 2022

Previous Reporting Period 12 months to 30 June 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$159,523 -10%

Total Revenue $159,523 -10%

Net profit/(loss) from

continuing operations

$31,657 -31%

Total net profit/(loss) $31,657 -31%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.01070000

Imputed amount per Quoted

Equity Security

$0.00416111

Record Date 31 August 2022

Dividend Payment Date 14 September 2022

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.53 $0.41

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This dividend is fully credited with imputation credits to the

extent permitted by the imputation credit rules and to the extent

that the directors of Winton determine were available.

This announcement is extracted from Winton’s audited financial

statements as at and for the twelve months ended 30 June

2022. A copy of these audited financial statements is attached to

this announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

Jean McMahon

Contact person for this

announcement

Jean McMahon

Contact phone number +64 9 377 7003

Contact email address jean.mcmahon@winton.nz

Date of release through MAP


24 August 2022


Audited financial statements accompany this announcement.

---

Template
Distribution Notice


Updated as at June 2022




Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)


Section 1: Issuer information

Name of issuer Winton Land Limited

Financial product name/description Ordinary shares

NZX ticker code WIN

ISIN (If unknown, check on NZX

website)

NZWINE0003S1

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 31 August 2022

Ex-Date (one business day before the

Record Date)

30 August 2022

Payment date (and allotment date for

DRP)

14 September 2022

Total monies associated with the

distribution

1


$3,173,766.98

(296,613,736 shares at $0.0107 per share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.01486111

Gross taxable amount

3

$0.01486111

Total cash distribution

4

$0.01070000

Excluded amount (applicable to listed

PIEs)

N/A (not a listed PIE)

Supplementary distribution amount $0.00188824

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed


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


28%

Imputation tax credits per financial

product

$0.00416111

Resident Withholding Tax per

financial product

$0.00074306

Section 4: Authority for this announcement

Name of person


authorised to make

this announcement

Jean McMahon

Contact person for this

announcement

Jean McMahon

Contact phone number +64 9 377 7003

Contact email address jean.mcmahon@winton.nz

Date of release through MAP


24 August 2022







6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

WINTON FY22 ANNUAL RESULTS
INVESTOR PRESENTATION

24 AUGUST 2022

2
Presenting today

Jean McMahon

Chief Financial Officer

OVATION APARTMENTS,

LAUNCH BAY

Chris Meehan

Chief Executive Officer

NORTHLAKE,
WANAKA

Contents

3

1.Business Overview

2.Business Highlights and Update

3.Financial Overview

4.Guidance and Outlook

1. BUSINESS OVERVIEW

5
Winton Business Overview

1

2

3

We have a track record of delivering premium, large scale, high return projects. We have achieved a 45% IRR on completed

developments to date.

Winton is a New Zealand based residential developer, with 27 projects across 14 communities.

We buy large parcels of land not currently zoned for residential development, adjacent to growth corridors, water and

transportation, which have strong prospects for rezoning.

4

We have 6,896 residential and commercial lots

1

, houses, townhouses and apartments in our pipeline, including 919

retirement village units to be developed.

5

A significant part of our value-creation is securing zoning and resource consents on land acquired; 80% of our current

portfolio is lots where Winton does not undertake residential construction.

6

7

We have secured $662m of gross pre-sales as at 30 June 2022. Of these, $564m are unconditional, with 49% to Crown entities.

We currently operate on an ungeared basis –we raised $350m capital on 17 December 2021 to fund growth opportunities.

Existing shareholders retained their shares. On 15 June 2022 we repaid our only debt facility.

Notes: 1. Residential and commercial lots refer to a parcel of land within a Winton development.

2. BUSINESS HIGHLIGHTS
AND UPDATE

7
FY22 Snapshot

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement

period may change, including due to planning outcomes and market demand; 2. Adjusted for the removal of the one-off transaction costs relating to the Offer and listed company costs. 3. Pre-sales and contracted costs

as of 30 June 2022.

NZ$227m

average annual net revenue

and

NZ$84m

average annual

pro forma EBITDA

2

for the FY21/22A-23F period

45.4%

Gross profit

margin

80%

1

of portfolio

(by units) are

residential lots

limiting exposure to

construction

NZ$662m

of gross pre-sales

secured as at

30 June 2022

(with 49% to Crown entities)

19.8%

N PAT

919 Retirement

living units

targeted to be developed

across 5 existing projects

by FY27

84.8%

of forecast gross

revenue pre-sold and

100%

of development costs

under contracts

in the FY23F period

3

6,896

1

Residential lots

and dwellings

in pipeline from existing

projects

$159.5m

Revenue

Up 1% on PFI

Zero debt

449

Units delivered

and settled

27 Projects

at various stages

of development across a

diversified portfolio of

14 communities

35 Employees

$204.8m

Cash and cash

equivalents

485 Total

shareholders

8
FY22 Summary

Headline numbers are consistent with forecasted delivery of projects with improved gross profit margin.

FY22FY22 PFI

Movement

NZ$m(unless indicated otherwise)

Year Ended

30 Jun 2022

Year Ended

30 Jun 2022

Revenue

159.5158.0+1.0%

Number of settled units (#)

449428+4.9%

Gross profit72.470.5+2.7%

Gross profit margin

45.4%44.6%+1.8%

EBITDA45.042.8+5.1%

Pro forma EBITDA

50.849.0+3.6%

Profit after income tax31.729.7+6.7%

Pro forma profit after income tax

36.234.7+4.3%

One-off listing and offer costs are removed in the pro forma numbers to demonstrate the business's underlying performance.

Launched proposal for Sunfield - Australasia’s first sustainable community of scale.

9

FY22 Business Highlights





Progressed luxury retirement living brand, Northbrook.


Successfully raised $350 million in IPO and listed on the NZX and ASX.

Agreement with MaxCap to establish a $200m Medium Density Development Fund agreed August 2022.

Continued to grow pre-sale book, outpacing realised sales by gross c.$11m.

Launched multiple new projects throughout New Zealand.

LAUNCH BAY

LAKESIDE

RIVER TERRACE

WYNYARD

QUARTER


Execution onsite has continued at pace.


New acquisitions including Avon Loop, Wynyard Quarter, Parnell, and Pier 21.

10
Winton / MaxCap NZ Fund

Winton partners with leading New Zealand real estate investment manager.

Winton / MaxCapFund

•Winton recently announced the establishment of the Winton /

MaxCap Medium Density Development Fund.

•$200m equity investment vehicle that will focus on the acquisition and

construction of townhouse and apartment developments in New

Zealand.

•Fund further diversifies Winton’s capital sources and income streams.

•Expect this to be the first of other funds management initiatives that

Winton will employ across various sectors of the property market in

the near term.

•The establishment of the fund remains conditional upon Overseas

Investment Office Approval.

•In addition to the return on its equity, Winton will receive a fund

management fee equal to 1% of the funds under management, plus

an incentive fee equal to 20% of all profits.

•MaxCap Group is one of Australia’s leading Commercial Real Estate

financiers and is an established investment manager for domestic and

global institutions with Funds Under Management and Advice of circa

$7bn, having invested more than $15bn across more than 530

investments since inception in 2007. MaxCap New Zealand is a joint

venture established between MaxCap Group (50%), BayleysReal

Estate Group (25%) and Forsyth Barr (25%) in 2019.

JIMMY’S POINT,

LAUNCH BAY

Continued to Increase Pre-Sales Book, Outpacing
Realised Sales

Since 30 June 2021, Winton has pre-sold an additional $193m of units and settled $183m of units, increasing the

pre-sales book to $662m as of 30 June 2022.

11

720M

662M

-51M

-132M

652M

+119M

+74M

500

550

600

650

700

750

30-Jun-21SettlementsNew Sales31-Dec-21SettlementsNew Sales30-Jun-22

$ Millions

Gross Pre-Sales

SettlementsNew Sales

12
Winton’s Pipeline

Winton delivered 449 units in FY22 with over 6,896 units remaining in the landbank pipeline.

Lot sales from existing projects prior to

FY18A

Pipeline from Existing Projects

Actual units settled

Remaining UnitsForecast units to settle

218

160

171

76

553

449

766

6,000+

0

200

400

600

800

1,000

1,200

PriorFY18AFY19AFY20AFY21AFY22AFY23FFY24F+

Wynyard Quarter Auckland
•Located in Auckland, to be developed into a 21 luxury apartment

building (The Villard Apartments) and 150-unit Northbrook retirement

village.

Avon Loop Christchurch

•Located in Christchurch, to be developed into a 212-unit Northbrook

retirement village.

Parnell Auckland

•Site was purchased in May 2022 and will be developed into 6 luxury

apartments and 1 commercial unit.

Pier 21 Auckland

•1.2-hectare block within Wynyard Quarter on Westhaven Drive which

includes office space, boat storage, retail and an area for our flagship

Northbrook sales suite.

•Currently underutilised, a repositioned and rejuvenated Pier 21 will

add value and credence to Winton’s Northbrook Wynyard Quarter and

The Villard Apartments offering.

SunfieldAuckland Expansion

•Purchased an additional 14.4 hectare parcel of land which abuts the

Sunfielddevelopment. This parcel of land has been incorporated into

the Sunfieldmaster plan as additional employment zoned land.

Avon Loop Christchurch Expansion

•Purchased two additional parcels of land totalling 800 sqm, both of

which abuts the Avon Loop development. These parcels of land have

been incorporated into the Avon Loop master plan.

13

New Acquisitions

FY22

PIER 21

PARNELL

Winton settled Avon Loop in FY22 and Wynyard Quarter in July FY23 as forecast, with additional acquisitions at

Parnell and Pier 21 strengthening our portfolio.

14
Execution Onsite

FY22

NORTHLAKE

RIVER TERRACE

MARLBOROUGH

0

10

20

30

40

50

60

LakesideNorthlakeLaunch BayRiver

Terrace

BeachesNorth RidgeLongreach

$ Millions

Revenue Settled in FY22

LONGREACH

NeighbourhoodUnits Settled FY22

Lakeside

188

Northlake

98

North Ridge

53

Beaches

48

Launch Bay39

River Terrace12

Longreach11

Total449

Consented and settled 449 units including residential lots, commercial lots, dwellings, townhouses and

apartments.

15
Works Onsite have Continued at Pace

Northlake Wanaka

•Bulk earthworks for all future residential stages is complete with civil

works underway across Stage 16.

•Works are underway to deliver the 28 residential dwellings remaining

to be constructed at Northlake.

•Construction works commenced at the Townhouses, Commercial and

Apartments projects.

River Terrace Cromwell

•All civil works have been completed on the residential lots.

•Two dwellings under construction are on track to complete Q1 FY23.

Lakeside TeKauwhata

•Construction of Lakeside Village Shopping Centre progressing well.

•Officially opened RimuStreet, the second connection from Lakeside to

TeKauwhatatownship.

•Substantial earthworks continued in future stages.

North Ridge Cessnock

•Earthworks and civil works are well underway for stages 3 to 6.

Beaches Matarangi

•Earthworks and civil works continue on site for future stages currently

under construction.

Waterfall Park/AyrburnArrowtown

•Remediation of historic farm buildings underway for the hospitality

precinct, Ayrburn Domain.

•Significant progress has also been made on the civil works to Waterfall

Park.

LAKESIDE

BEACHES

WATERFALL

PARK/AYRBURN

NORTH RIDGE

FY22

Progressed works on future stages, managing supply chain shortages to ensure delivery programs stayed on

track.

Launch Bay Hobsonville

•Construction at the Ovation have progressed well, with interior fit out

currently progressing for completion December 2022.

•Launch Bay Townhouses are on track with cladding works currently

underway.

•Jimmy’s Point civil works have started with piling almost completed.

16
Progressed Luxury Retirement Living Vision,

Northbrook

•Assembling an experienced team, led by ex-Summerset CEO Julian

Cook.

•Appointed the world-class architect Woods Bagot.

•All projects have progressed both in design and operational

consideration. Focus on the Northbrook difference, apartment sizes,

ceiling heights, room spaces, the premium quality of the fit-out, and

amenities.

•Northbrook Wanaka continues at pace with building consent

documentation completed and negotiations being completed with our

nominated build partner. Construction is expected to start in late

2022, with the completion of the first units on track to be delivered in

FY24.

NorthbrookLocationTotal # of units

1

ZoningResource ConsentDetailed DesignCivil ConstructionBuilding ConsentConstructionSettlement

NorthlakeWanaka 134

Launch BayAuckland 221

Wynyard QuarterAuckland150

Avon LoopChristchurch 212

Arrowtown Queenstown202

Total919

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement

period may change, including due to planning outcomes and market demand.

FY22 FY23 hhhhh

Northbrook

NORTHBROOK

WYNYARD QUARTER

Leveraging our existing expertise and capability in residential land acquisition and development to build and

operate luxury later living retirement villages.

17
Launched Proposal for Sustainable Community

Sunfield

A forward-thinking and innovative ’15-minute community’ powered by the sun and 90% less cars.

Winton lodged the SunfieldSpecified Development Project Application

with Kainga Ora in October 2021 under the Urban Development Act

2020 legislation to seek a rezoning of the property to allow the

proposed development. The innovative and forward-thinking

community included 3,643 homes, 50 hectares of employment land

creating over 11,000 permanent jobs, 22.8 hectares of parks and

wetlands, 90% less cars and powered by the sun. Enabling a car-less,

solar powered 15 minute neighbourhood would have allowed for truly

local living, taking a big step towards New Zealand's goal of carbon

neutrality.

Winton’s submission under the Urban Development Act legislation was

declined in April 2022.

However, we are moving forward with the 50 hectares of the property,

which is currently zoned future urban with a more traditional

masterplan supported by current regulation, yielding ~2,000 lots.

In parallel, Winton is absolutely firm in its resolve to pursue alternate

legislative pathways to rezone the remaining c.150 hectares of the

Sunfieldland, including the Resource Management Act.

Sunfield

18
Focused on Key Deliverables Onsite in FY23

BEACHES

FY23 will be a record year for Winton with 766 units forecast for delivery.

Neighbourhood

Units to Settle FY23

Lakeside264

Beaches195

Northlake129

North Ridge122

Launch Bay50

River Terrace6

Total766

84%

16%

FY 23F Revenue Pre-Sold

58%

24%

16%

2%

Total FY23F Revenue by Product

Dwellings/Townhouses

Apartments

Residential Lots

Commercial

UnsoldPre-sold

19
People and Planet

As one of New Zealand’s largest developers, we must do right by our people, customers, neighbourhoods,

partners, planet and investors. Doing so adds value to our business and ensures what we do is sustainable long-

term.

PEOPLE

PLANET

Our residents

Our people

Our partners

Our climate resiliency

Our environmental

impact

FY23

Formulate sustainability

framework

Measure carbon footprint

and set initial targets

Prepare initial voluntary

climate-related disclosures

Health and safety review

3. FINANCIAL OVERVIEW

21
FY22 Financial Performance

Statement of Financial Performance

NZ$m(unless indicated otherwise)

FY22FY22 PFI

1

Movement

FY21

Movement

Year Ended

30 Jun 2022

Year Ended

30 Jun 2022

Year Ended

30 Jun 2021

Revenue159.5158.01.5177.0(17.5)

Number of settled units (#)

44942821553(104)

Average revenue per unit (NZ$000)

355369(14)32035

Cost of sales(87.1)(87.5)0.4(119.6)32.5

Gross profit72.470.5(1.9)57.415.0

Gross profit margin

45.4%44.6%0.8%32.4%13%

Development management fees

---27.5(27.5)

Other income

2.11.01.11.11.0

Selling expenses(9.4)(9.7)0.3(6.5)(2.9)

Property expenses(0.6)(0.6)-(0.6)-

Administrative expenses(12.9)(10.9)(2.0)(8.5)(4.4)

Share-based payment expense(0.6)(0.9)0.3-(0.6)

Offer costs(6.0)(6.6)0.6-(6.0)

EBITDA45.042.82.270.4(25.4)

Depreciation(0.8)(0.6)(0.2)(0.6)(0.2)

EBIT44.242.22.069.8(25.6)

Interest0.4

-0.4(6.1)6.5

Net profit before tax44.642.22.463.7(19.1)

Income tax expense(12.9)(12.5)(0.4)(17.6)4.7

Profit after income tax31.729.72.046.1(14.4)

Pro forma EBITDA50.849.01.869.3(18.5)

Pro forma Profit after income tax36.234.71.545.2(9.0)

Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

Winton’s financial performance in FY22 is consistent with its forecast settlement profile.

22
FY22 Financial Position

Statement of Financial Position

NZ$m(unless indicated otherwise)

FY22FY22 PFI

1

FY21

As at

30 Jun 2022

As at

30 Jun 2022

Movement

As at

30 Jun 2021

Movement

Current assets

Cash and cash equivalents

204.8163.341.535.0169.8

Restricted cash

0.80.8-34.4(33.6)

Accounts receivable, prepayments, and other receivables

4.93.11.85.2(0.3)

Inventories

95.6125.5(29.9)47.048.6

Total current assets

306.1292.713.4121.6184.5

Non-current assets

Restricted cash

---11.1(11.1)

Inventories

86.3135.2(48.9)117.0(30.7)

Deposits paid on investment property acquisitions7.2-7.2-7.2

Investment properties

80.525.255.3-80.5

Property, plant and equipment

16.12.513.62.913.2

Right-of-use assets

0.60.50.10.7(0.1)

Intangible assets

0.10.1-0.1-

Total non-current assets

190.8163.527.3131.859.0

Total assets

496.9456.240.7253.4243.5

Current liabilities

Accounts payable, accruals, and other payables

24.933.0(8.1)16.68.3

Taxation payable

8.010.8(2.8)15.1(7.1)

Total current liabilities

32.943.8(10.9)31.71.2

Non-current

Borrowings

---128.7(128.7)

Lease liability

0.30.5(0.2)0.5

(0.2)

C

ontract liability

-7.2(7.2)7.2(7.2)

Deferred tax liabilities

9.62.76.91.18.5

Long term deposits

-0.4(0.4)0.4(0.4)

Total non-current liabilities

9.910.8(0.9)137.9(128.0)

Total liabilities

42.854.6(11.8)169.6(126.8)

Share capital

386.6336.350.349.1337.5

Foreign currency translation reserve

0.3-0.3-0.3

Share-based payment reserve

0.80.9(0.1)-0.8

Retained earnings

66.464.42.034.731.7

Total equity

454.1401.652.583.8370.3

Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

Winton has historically operated with a conservative level of debt in its capital structure.

23
FY22 Statement of Cash Flows

Statement of CashflowsFY22FY22 PFI

1

FY21

NZ$m (unless indicated otherwise)

Year Ended

30 Jun 2022

Year Ended

30 Jun 2022

Movement

Year Ended

30 Jun 2021

Movement

Cash flows from operating activities

Receipts from customers157.9162.2

(4.3)

208.6

(50.7)

Interest received2.2

1.6

0.6

0.2

2.0

Net GST (paid) / received

(0.1)(0.8)

0.7

1.2

(1.3)

Payment to suppliers and employees

(132.4)(170.6)

38.2

(106.9)

(25.5)

Purchase of development land

(4.0)

-

(4.0)

-

(4.0)

Deposits paid on unconditional contracts for land

(13.5)(12.4)

(1.1)

(10.0)

(3.5)

Interest and other finance costs paid

(7.5)(7.2)

(0.3)

(9.2)

1.7

Income tax (paid) / received

(11.5)(15.1)

3.6

0.1

(11.6)

Net cash flows from operating activities

(8.9)(42.3)

33.4

84.0

(92.9)

Cash flows from investing activities

Acquisition of land for investment properties

(36.4)-

(36.4)

-

(36.4)

Deposits paid on unconditional contracts for land for investment properties

(7.2)(7.8)

0.6

-

(7.2)

Payments to suppliers and employees for investment properties

(15.1)(14.1)

(1.0)

-

(15.1)

Acquisition of property, plant and equipment

(7.2)(0.3)

(6.9)

(0.3)

(6.9)

Net cash flows from investing activities

(65.9)(22.2)

(43.7)

(0.3)

(65.6)

Cash flows from financing activities

Proceeds from primary issuance

350.0300.0

50.0

-

350.0

Payment of offer costs

(18.5)(17.6)

(0.9)

-

(18.5)

Release / (funding) of restricted cash

43.140.4

2.7

(43.1)

86.2

Dividends paid to shareholders

--

-

(18.8)

18.8

(Repayment of) / proceeds from MMLIC facility

(130.0)(130.0)

-

130.0

(260.0)

Repayment of Clipper facility

--

-

(133.8)

133.8

Repayment of related party loans receivables

--

-

-

-

Net cash flows from financing activities

244.6192.8

51.8

(65.7)

117.5

Net increase in cash and cash equivalents

169.8128.3

41.5

18.0

151.8

Cash and cash equivalents at beginning of the period

35.035.0

-

17.0

18.0

Cash and cash equivalents at the end of the period

204.8163.3

41.5

35.0

169.8

Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

Following a successful capital raise, Winton is well positioned to execute its strategy.

24
FY22 Dividend

•The Board of Directors has declared a 1.0700 cent dividend per share.

This is in line with expectations as set out in the PDS.

•Winton’s dividend policy is to target an increasing distribution per

share over time within a pay-out ratio of approximately 20-40% of full-

year NPAT.

•From FY23, dividends are expected to be declared and paid twice

yearly following the release of interim and annual results.

•Dividends are declared at the Board’s discretion and depend on our

financial performance.

Winton confirms a dividend for FY22 in line with forecast.

LAKESIDE,

TE KAUWHATA

4. GUIDANCE AND
OUTLOOK

26
Reaffirming Guidance

Winton continues to operate with confidence, reaffirming forecasts in the Product Disclosure Statement (PDS)

issued on 1 December 2021.

•Reaffirm FY23 revenue guidance of $344.7 million revenue inline with

PDS issued on 1 December 2021.

•Pro forma EBITDA FY23 guidance remains unchanged at $137.5

million.$98.8 million profit after income tax.

•Looking further ahead, we are on target to meet the FY23 forecast.

For FY23, to date, we have achieved 84.8% in pre-sales of forecast

revenue.

This guidance is subject to no material adverse changes or unforeseen

events, no material development delays, material settlement defaults or

any further material covid-19 restrictions.

NORTHBROOK,

WANAKA

27
Market and Outlook

In Winton’s established market-leading position, with a history of successful developments and extensive

development pipeline, Winton will continue to execute its growth strategy, outperforming competitors and taking

market share.

•The double-digit year-on-year growth experienced in the NZ housing

market over the last few years was unsustainable by any measure.

•The underlying fundamentals of the New Zealand housing market

have shifted with increasing interest rates, an inflationary domestic

environment, increasing construction costs and the introduction of

the Credit Contracts and Consumer Finance Act.

•Naturally, residential sales enquiry and sales have softened; however,

Winton’s long-term strategy of seeking pre-sales has put us in good

stead, sheltering Winton’s financial performance from the ongoing

market volatility.

•The same cannot be said for everyone in the industry. The decrease in

sales has put further pressure on those already struggling with cost

increases and supply chain issues.

•The market remains in a structural undersupply and New Zealanders

still need homes, and the likely contraction of the industry will mean

there are fewer operators to build them.

•Supply chain issues have continued and we remain cautious about the

entire supply chain, confirming orders well in advance.

•We believe the New Zealand residential market will continue to

experience headwinds in the near term.

•The current market conditions will unlock potential land acquisition

opportunities for Winton. We are in a strong position to acquire land

at the right price and terms when the time is right, to support long

term depth and diversity of our development pipeline.

LAUNCH BAY,

HOBSONVILLE

QUESTIONS

APPENDICES

PRESENTING TODAY
Simon Ash

Chief Operating

Officer

Justine Hollows

General Manager,

Corporate Services

Julian Cook

Director of

Retirement

•Over 18 years’ experience in real estate, finance

and investment banking.

•Responsible for oversight of Winton’s business

operations.

•Previously at Macquarie Group and Brookfield

Financial.

•Over 18 years’ experience in law, including property

development, transactional and leasing work.

•Responsible for legal oversight, risk management,

compliance, and human resources.

•Previously at Auckland International Airport, Bell Gully,

and Minter Ellison.

•Over 20 years’ experience in corporate finance and

retirement living.

•Responsible for leading and executing Winton’s

retirement living strategy.

•Previously held CEO and CFO roles at Summerset

Group and spent 12 years at Macquarie Group.

30

ManagementTe a m

Chris Meehan

Chief Executive

Officer

Jean McMahon

Chief Financial

Officer

•Founded Winton in 2009.

•Over 30 years’ real estate experience.

•Strategic and operational leadership.

•Founded the Belle Property real estate

franchise in Australia, and grew the

business to 20+ offices across Australia

and New Zealand.

•Over 18 years’ experience in real

estate, finance and investment.

•Responsible for finance, tax and

accounting functions.

•Previously at Property for Industry,

Lloyds Banking Group and KPMG.

APPENDIX 1

A bridge summary of pro forma EBITDA and NPAT
31

RECONCILIATION OF PRO FORMA EBITDA

All values in $000’s

FY22FY22 PFIFY21

Selected Financial Information

Year Ended

30 Jun 2022

Year Ended

30 Jun 2022

Movement

Year Ended

30 Jun 2021

Movement

Earnings before interest expense, taxation and

depreciation (EBITDA)

44,96642,8002,16670,434(25,468)

Pro forma adjustments:

Transaction costs relating to the Offer

5,9816,600(619)-5,981

Incremental listed company costs(138)(400)262(1,177)1,039

Total pro forma adjustments:

5,8436,200(357)(1,177)7,020

Pro forma EBITDA

50,80949,0001,80969,257(18,448)

Description of pro forma adjustments

In determining the use of pro forma adjustments, the Board has considered only those items that they believe are required to

ensure consistency and comparability of the financial information over the Historical Periods and the Prospective Periods.

The pro forma adjustments that Winton considers are appropriate are explained below:

•Removal of the one-off transaction costs relating to the Offer; and

•Adding an estimate of the incremental costs that will be incurred by Winton as a publicly listed company.

All values in $000’s

FY22FY22 PFIFY21

Selected Financial Information

Year Ended

30 Jun 2022

Year Ended

30 Jun 2022

Movement

Year Ended

30 Jun 2021

Movement

Profit after income tax

31,65729,7001,95746,094(14,437)

Pro forma adjustments:

Transaction costs relating to the Offer

5,9816,600(619)-5,981

Incremental listed company costs(138)(400)262(1,177)1,039

Tax impact of pro forma adjustments

(1,305)(1,200)(105)330(1,635)

Total pro forma adjustments:

4,5385,000(462)(847)5,385

Pro forma Profit after income tax

36,19534,7001,49545,247

(9,052)

APPENDIX 2

Project NameLocation
Target

units

remaining

1

FY23FY24FY25FY26FY27FY28FY29FY30FY31+

NorthlakeWanaka427

LakesideTeKauwhata1,128

Launch BayHobsonville301

SunfieldAuckland3,879

Wynyard QuarterAuckland171

Avon LoopChristchurch212

Northbrook

Arrowtown

Queenstown209

AyrburnArrowtown28

BeachesMatarangi222

North RidgeCessnock (AU)304

River TerraceCromwell6

ParnellAuckland7

BridesdaleFarmQueenstown2

Total6,896

Planning, Design and Zoning/Consent Construction Settlements

A balanced staging of developments mitigates risk and provides continuity of cashflows.

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2022. Target total units, target product mix and target

settlement period may change, including due to planning outcomes and market demand.

32

Development Staging

APPENDIX 3

Property compendium – Residential summary
APPENDIX 4

ProjectLocation

Unsettled

units

1

Pre-sold ($m)

incl. GST

2

% of unsettled lots

pre-sold (by value)

2

Settlement

period

1

Northlake: Residential LandWanaka203

5437%FY23-FY26

Northlake: DwellingsWanaka28

24100%FY23

Northlake: TownhousesWanaka27

--FY23-FY24

Northlake: ApartmentsWanaka25

16100%FY23

Northlake: CommercialWanaka10

1-FY23

Lakeside: ResidentialTeKauwhata1116

323100%FY23-FY29

Lakeside: Village Shopping CentreTeKauwhata12

030%n/a

Launch Bay: The OvationHobsonville21

3068%FY23

Launch Bay: Townhouses and ApartmentsHobsonville29

3678%FY23-FY24

Launch Bay: Jimmy's PointHobsonville30

2032%FY24

Sunfield: ResidentialAuckland3,643

--FY27-FY39

Sunfield: CommercialAuckland236

--FY29

The Villard: ApartmentsAuckland21

2713%FY27

AyrburnFarm: ResidentialArrowtown28

--FY26

AyrburnFarm: Domain Restaurant PrecinctArrowtown7

--n/a

Beaches: Residential LotsMatarangi221

9393%FY23-FY24

Beaches: Holiday ParkMatarangi1

--FY25

North Ridge: Residential LotsCessnock (AU)304

3836%FY23-FY25

River Terrace: Residential Lots and DwellingsCromwell6

--FY23

BridesdaleFarm: Residential LotsQueenstown1

--F

Y25

BridesdaleFarm: CommercialQueenstown1

--FY25

Parnell: Apartments Auckland

6

--F

Y25

Parnell: CommercialAuckland1

--FY25

Total5,977

66222%

33

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period may change, including due to planning outcomes and market

demand. 2. As at 30 June 2022.

Property compendium – Retirement summary
APPENDIX 4

ProjectLocationUncompleted units (#units)

1

Settlement period

1

Northbrook: WanakaWanaka134FY24-FY26

Northbrook: Launch BayHobsonville221FY25-FY27

Northbrook: Wynyard QuarterAuckland150FY27

Northbrook: Avon LoopChristchurch212FY25-FY26

Northbrook: ArrowtownArrowtown202FY25-FY27

Total

919

34

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

35
Property compendium (cont.)

APPENDIX 4

Description

•Northlake is a master planned residential community

located on a 108 hectare parcel of land. This property was

rezoned to residential in December 2015.

•Northlake is located a few minutes’ drive from the Wanaka

town centre and is within walking distance of numerous

schools.

Acquisition Date2014

LocationWanaka

Target units

remaining

1

427

Target product mix

1

Lots, dwellings, townhouses, a retirement village (including

care suites), apartments, commercial tenancies and a retail

precinct.

Target settlement

period

1

FY23 – FY26

Overview

Northlake overview

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

Northlake Residential Land

Description

•462 residential lots have been developed and settled as at 30 June 2022.

•Bulk earthworks for all future residential stages is complete with civil

works underway across Stage 16.

•Civil works associated with Stages 17 and 18 (being the remaining

residential lots) will be undertaken following completion of Stage 16.

•Settlements of these residential lots will occur progressively following

their completion.

Target product mix

1

Residential lots.

Target units remaining

1

203

Status

As detailed above, works are underway to deliver the residential lots within

Stage 16 with Stages 17 and 18 to follow.

Target settlement period

1

FY23 – FY26

Overview

Northlake Dwellings

Description

•79 dwellings have been constructed and settled as at 30 June 2022.

•A further 28 residential dwellings are to be constructed at Northlake.

These homes are a mixture of single storey and two storey detached and

duplex style dwellings.

•All 28 are presold off the plans.

•Settlements of these residential dwellings will occur progressively

following their completion.

Target product mix

1

Residential dwellings.

Target units remaining

1

28

Status

As detailed above, works are underway to deliver the 28 residential

dwellings remaining to be constructed at Northlake.

Target settlement period

1

FY23

Overview

36

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Northlake Townhouses
Property compendium (cont.)

APPENDIX 4

Description

•27 two-level townhouses are to be constructed adjacent to the

Northlake Village Centre.

•To be a ‘high end’ product when compared to the Northlake dwellings.

•Works onsite are progressing on programme.

•Concrete slabs are poured and wall framing is up.

Target product mix

1

Residential townhouses.

Target units remaining

1

27

Status

Works onsite are progressing well and on programme. Settlements span

across FY23 and 24.

Target settlement period

1

FY23 – FY24

Overview

37

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Northlake Commercial and Apartments

Description

•A commercial and short-term accommodation precinct located within

vicinity to the Northlake Village Centre.

•Apartments are almost completely pre-sold and lease-up and sale of

commercial tenancies progressing.

Target product mix

1

Apartments and commercial tenancies.

Target units remaining

1

25 apartments and 10 commercial

Status

Construction has commenced with Stage 1 concrete slabs down and Stage

2 blockwork and precast ribs installed and frames up.

Target settlement period

1

FY23

Overview

Property compendium (cont.)
APPENDIX 4

38

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Northbrook Wanaka

Description

•A 134-unit retirement village consisting of 100 independent

units and 34 care suites, a clubhouse and amenity building for

social and active recreation and a main entry building with

offices, staff room, kitchen, and back of house facilities for

administration purposes.

•Resource consent has been granted.

•100% residential design received.

•The building consent has been lodged for Stage 1.

•Construction will commence upon receipt of the building

consent.

•Engineering Approval has been lodged.

•An Early Contractor Agreement has been signed with a large

south island construction company.

•Early works under previously granted resource consent to

commence early FY23.

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

134

Status

Planning and design is well underway with resource consent

received, building consent for stage 1 lodged, and construction

due to start shortly after approval.

Target settlement

period

1

FY24 – FY26

Overview

Property compendium (cont.)
APPENDIX 4

Description

•Lakeside comprises a 179 hectare parcel of waterfront

development land located within the heart of the “Golden

Triangle” of Auckland, Hamilton and Tauranga and within

the identified “Strategic Growth Node” which is the

Auckland / Hamilton southern corridor.

•The private plan change to rezone the property to

residential allows the development of over 1,659 residential

lots, a commercial precinct and primary school (which

became operative in July 2018).

Acquisition Date2018

LocationTe Kauwhata

Target units

remaining

1

1,128

Target product mix

1

Residentiallots and dwellings, a primary school lot and a

commercial precinct, the Lakeside Village Shopping Centre,

which consists of office and retail tenancies, a café /

restaurant, childcare facility and general store.

Target settlement

period

1

FY23 – FY29

Lakeside OverviewOverview

39

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Lakeside Residential
Property compendium (cont.)

APPENDIX 4

Description

•All lead in infrastructure, earthworks and civil works for Stages 1 and 2

including the school site and the Lakeside Village Centre are complete.

The earthworks consent has been granted for all stages.

•All Stage 1 residential lots have settled, along with 184 residential lots

in Stage 2 and the school site. The remainder Stage 2 lots are

complete and due to settle in FY23.

•The resource consent to deliver Stages 3 to 6 has been received.

Earthworks for Stage 3 are well advanced.

•Settlements of these residential lots will occur progressively following

their completion.

Target product mix

1

Residential lots and dwellings.

Target units remaining

1

1,116

Status

As detailed above, works are underway to deliver the residential lots

within Stage 3, with Stages 4 to 6 to follow.

Target settlement period

1

FY23 – FY29

Overview

Lakeside Village Centre

Description

•The Lakeside Village Shopping Centre is a 1.5 hectare commercial and

retail precinct located at the centre of the Lakeside development.

•The Lakeside Village Shopping Centre will consist of office and retail

tenancies, a café / restaurant, childcare facility and general store with

off-street parking and fronting onto a neighbourhood playground.

Target product mix

1

As detailed above.

Target units remaining

1

12

StatusConstruction has commenced with leasing underway.

Overview

40

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

Launch Bay Overview

Description

•The Launch Bay precinct in Hobsonville (Auckland) has been

designed around an historic parade oval which forms the

centrepiece of the project, along with four heritage officers’

houses and an historic seaplane hangar.

•A ferry service connects Hobsonville Point to the Auckland

central business district with a 25-minute journey time.

•Winton entered into a Development Agreement with the

Crown in 2016 to deliver the Launch Bay precinct.

•Winton has completed the master planning, consenting and

subdivision of the landholding into 24 individual lots which

will deliver 357 apartment units, dwellings and retirement

village units (including care suites).

•Winton has completed three public spaces within the Launch

Bay precinct, being the Central Oval, Jimmy’s Point Reserve

and the Playful Park.

Acquisition Date2016

LocationHobsonville

Target units remaining

1

301

Target product mix

1

Apartment units, dwellings, and retirement units (including

care suites).

Target settlement

period

1

FY23 – FY27

Overview

41

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

Overview

The Ovation

Overview

Description

•A development consisting of a six-storey apartment building and two

townhouses. Located on the edge of the Launch Bay precinct

overlooking the Waitemata Harbour.

•A mix of one, two and three bedroom ‘high end’ apartment units and

four bedroom townhouses.

•Construction commenced in 2020.

•Due for completion in December 2022.

Target product mix

1

Apartment units and townhouses.

Target units remaining

1

21

StatusAs detailed above.

Target settlement period

1

FY23

42

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Launch Bay Townhouse and Apartments

Description

•Development consisting of 25 townhouses and a four-storey apartment

building consisting of 4 apartments.

•A mix of three and four bedroom townhouses each with a double garage

and four full-floor two bedroom apartment units.

•Located immediately adjacent to the Central Oval, each townhouse and

apartment unit enjoys water views.

•Construction commenced in 2021.

Target product mix

1

Townhouses and apartments.

Target units remaining

1

29

StatusAs detailed above.

Target settlement period

1

FY23

Launch Bay Jimmy’s Point
Property compendium (cont.)

APPENDIX 4

Description

•A development consisting of a six-storey apartment building of 30 units.

Located above the Jimmy’s Point Reserve, the development enjoys views

of the Waitemata Harbour and beyond.

•A mix of studio, one, two and three bedroom ‘high end’ apartment units.

•Jimmy’s Point launched to the market in October 2021.

•Construction commenced in early 2022.

Target product mix

1

Apartments

Target units remaining

1

30

StatusAs detailed above.

Target settlement period

1

FY24

Overview

43

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Northbrook Launch Bay

Description

•A ~221-unit retirement village consisting of ~151 independent units, ~32

serviced apartments, and ~38 care suites, a clubhouse and amenity

building for social and active recreation and a main entry building with

offices, staff room, kitchen, and back of house facilities for administration

purposes.

•Northbrook Launch Bay will include the construction of a 15 storey

tower, the tallest tower within Hobsonville, which will enjoy

uninterrupted views of the Waitemata Harbour and beyond.

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

221

Status

•An application to vary the existing apartment resource consent (which is

in place for the property) has been lodged.

•The building consent will be lodged upon receipt of the resource consent.

•Construction will commence upon receipt of the building consent.

Target settlement period

1

FY25 – FY27

Overview

Property compendium (cont.)
APPENDIX 4

SunfieldOverview

Description

•Winton has contracted to purchase a 200 hectares parcel of land located in Ardmore in the south of Auckland.

•Sunfield sits between the rapidly urbanising and expanding neighbourhoods of Takanini and Papakura, with Ardmore Airport to the east. There are

direct connections back to the main centres of Takanini and Papakura. Papakura Station is just 2km from Sunfield, providing adirect connection to

the Auckland public transport network and enabling a low impact and sustainable lifestyle without leaving Auckland.

•Residential development has occurred along the entire western and southern boundaries of the property, and development of theproperty is the

logical extension of the urban intensification in this area of Auckland.

•Winton lodged the Sunfield Specified Development Project Application with Kainga Ora in October 2021 under the Urban DevelopmentAct 2020

legislation to seek a rezoning of the property to allow the proposed development of the masterplannedcommunity. Winton’s submission under the

Urban Development Act legislation was declined in April 2022.

•We are moving forward with the 50 hectares of the property, which is currently zoned future urban with a more traditional masterplan supported

by current regulation, yielding ~2,000 lots.

•In parallel, Winton is absolutely firm in its resolve to pursue alternate legislative pathways to rezone the remaining c.150 hectares of the Sunfield

land, including the Resource Management Act.

Acquisition Date2020

LocationAuckland

Target units remaining

1

3,879

Target product mix

1

Residential lots, retirement villages, schools, employment, healthcare and education zoned land, a town centre and retail hubs.

Target settlement period

1

FY27 – FY39

44

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

SunfieldConcept Plan

45

The Villard Apartments
Property compendium (cont.)

APPENDIX 4

Description

•A development consisting of 21 apartment units set in one of Auckland’s

most exciting and diverse locations.

•A mix of three, four and five bedroom ‘high end’ apartment units.

•Wynyard Quarter is setting the standard for transformational urban

regeneration in New Zealand.

Target product mix

1

Apartment units

Target units remaining

1

21

Status

•A resource consent application has been lodged.

•The building consent will be lodged upon receipt of the resource consent.

•Construction will commence upon receipt of the building consent.

Target settlement period

1

FY26

Overview

Northbrook Wynyard QuarterOverview

Description

•A ~150-unit retirement village consisting of ~101 independent units, ~22

serviced apartments and ~27 care suites, a clubhouse and amenity building

for social and active recreation and a main entry building with offices, staff

room, kitchen, and back of house facilities for administration purposes.

•Northbrook Wynyard Quarter will provide easy access to Auckland's famous

waterfront. From dining, theatre, cycling, shops, walking to boating. This is

one of the most sought-after locations in New Zealand.

Acquisition Date2021

LocationAuckland

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

150

Status

•A resource consent application has been lodged.

•The building consent will be lodged upon receipt of the resource consent.

•Construction will commence upon receipt of the building consent.

Target settlement period

1

FY27

46

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

Overview

Northbrook Avon Loop

Overview

Description

•A ~212-unit retirement village consisting of ~160 independent units, ~20

serviced apartments and ~32 care suites, a clubhouse and amenity building for

social and active recreation and a main entry building with offices, staff room,

kitchen, and back of house facilities for administration purposes.

•Northbrook Avon Loop is set in one of Christchurch's most desirable locations.

Located on the edge of the Avon River in a park like setting.

Acquisition Date2021

LocationChristchurch

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

212

Status

•A resource consent application is being prepared for lodgement.

•The building consent will be lodged upon receipt of the resource consent.

•Construction will commence upon receipt of the building consent.

Target settlement period

1

FY25 – FY26

47

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

Northbrook Arrowtown

Description

•Northbrook Arrowtown comprises an approximately 15

hectare parcel of development land located in Arrowtown,

next to the Millbrook resort and alongside a spectacular

waterfall and creek.

•A ~202-unit retirement village consisting of ~162

independent units and ~23 care suites, a clubhouse and

amenity building for social and active recreation and a main

entry building with offices, staff room, kitchen, and back of

house facilities for administration purposes.

•Civil works and landscaping have previously been consented

and are underway on site. This includes the completion of a

new access road and mains infrastructure for the entire

Waterfall Park and AyrburnFarm precinct, three vehicle

crossings and a pedestrian bridge.

Target product mix

1

Retirement village units and care suites.

Target units

remaining

1

202

Status

•An application to vary the existing hotel resourceconsent

which is in place for the property is being prepared for

lodgement.

•The building consent will be lodged upon receipt of the

resource consent.

•Construction will commence upon receipt of the building

consent.

Target settlement

period

1

FY25 – FY27

Overview

48

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Property compendium (cont.)
APPENDIX 4

AyrburnFarm Overview

Description

•AyrburnFarm comprises an approximately 42 hectare

parcel of development land.

•Located in the heart of the growing Arrowtown and Lake

Hayes basin, AyrburnFarm enjoys picturesque scenery set

amongst a historic and enchanting landscape.

•Situated adjacent to Millbrook Resort and Waterfall Park, as

well as being in close proximity to Akarua, Amisfieldand

Arrowtown township, this exciting historic location has

everything needed to become one of the best hospitality

destination offerings in the region.

Acquisition Date2017

LocationArrowtown

Target units

remaining

1

35

Target product mix

1

Residential lots and the AyrburnDomain restaurant precinct

consisting of 3 restaurants/bars, café/bakery, cellar door,

offices, and function venue.

Target settlement

period

1

FY26

Overview

49

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

AyrburnFarm Residential
Property compendium (cont.)

APPENDIX 4

Description

•A district plan review process is currently underway to rezone the land

from rural to Wakatipu Basin Lifestyle Precinct.Under the Lifestyle

Precinct outcome this would enable approximately 28 rural lifestyle lots

with a minimum size of 6,000m

2

.

•The Environment Court hearing was held in July 2022 with a decision

anticipated approximately6 months following.

Target product mix

1

Residential lots.

Target units remaining

1

28

Status

As detailed above, Winton is seeking a rezoning through the district plan

review.

Target settlement period

1

FY26

Overview

AyrburnDomain Restaurant Precinct

Description

•Ayrburn Domain is a collection of historic stone farm buildings that are

being remediated and repurposed as a hospitality precinct.

•Resource consent, building consent and engineering approvals have

been obtained. Civil works are underway on site and building work will

commence in October 2021.

•A separate resource consent has been obtainedto convert the historic

Homestead into a fine dining restaurant, along with a café / bakery,

bar,and temporary event activities.

Target product mix

1

A restaurant precinct consisting of 3 restaurants/bars, café/bakery, cellar

door, offices, and function venue.

Target units remaining

1

7

StatusAs detailed above.

Overview

50

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

Beaches Residential Lots
MatarangiHoliday Park

Property compendium (cont.)

APPENDIX 4

Description

•Matarangiis a popular tourist town on the Coromandel Peninsula.

•Stages 3 and 4 are complete and settled.

•Stages 5 to 13 are consented with works underway due for settlement in

FY23.

•All future stages are consented with works to be undertaken

progressively, following completion of Stages 5 to 13.

•Settlements of these residential lots will occur progressively following

their completion.

Acquisition Date

2013

Location

Matarangi

Target units remaining

1

221

Target product mix

1

Residential lots

Target settlement period

1

FY23 – FY24

Overview

Overview

Description

•The MatarangiHoliday Park is proposed on a parcel of land at the

entrance to Matarangi. It will consist of 345 individual sites of one and

two bedroom cabins, campervan/caravan and tents sites with amenities

such as a communal kitchen, laundry, playground, playing field,

swimming pool and a boat service workshop.

•Winton is currently preparing the resource consent application for

lodgement.

Acquisition Date2014

LocationMatarangi

Target units remaining

1

1

Target product mix

1

Holiday Park

Target settlement period

1

FY25

51

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

52
North Ridge Residential Lots

Property compendium (cont.)

APPENDIX 4

Description

•North Ridge comprises a circa 121 hectare parcel of development land

located in Bellbird, a suburb of Cessnock in the heart of the Hunter

Valley, circa 150km, two hours’ drive north of the Sydney CBD.

•The site comprises three parcels: a 36-hectare block which has been re-

zoned for residential use, a 63-hectare block zoned as environmental

land (not to be developed); and a 22-hectare block which is accessed by

a mining company to complete rehabilitation, as required by their

existing mining lease, in preparation for development.

•All Stage 1 and 2 residential lots have been completed and have settled.

•Stages 3 to 6 have been consented with works being undertaken.

•Future stages are awaiting resource consents.

•Settlements of these residential lots will occur progressively following

their completion.

Acquisition Date2013

LocationCessnock, NSW

Target units remaining

1

304

Target product mix

1

Lots

Target settlement period

1

FY23 – FY25

Overview

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

River Terrace Residential Lots and Dwellings
Property compendium (cont.)

APPENDIX 4

Description

•Subdivision consent has been obtained for 17 large lifestyle blocks sized

between 1.3-3.9 hectares.

•All civil works have been completed on the 17 lifestyle blocks.

•Two dwellings are being constructed to be offered to the market as

‘house and land’ packages. Building consents for the two dwellings have

been lodged and works are well underway.

Acquisition date2018

LocationCromwell

Target product mix

1

17 residential lots, with two dwellings to be constructed by Winton on two

of the lots.

Target units remaining

1

6

StatusAs detailed above.

Target settlement period

1

FY23

Overview

53

Parnell Apartments & Commercial

Overview

Description

•Parnell Apartments & Commercial bought in May 2022 is to be

developed into 6 Apartments and 1 Commercial block.

•The site currently has vacant commercial buildings and is due for

demolition in September 2022.

•Sales launch due FY23.

Acquisition date2022

LocationAuckland

Target units remaining

1

6 apartments and 1 commercial block

Target product mix

1

Residential lots and Commercial.

Target settlement period

1

FY25

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

54
BridesdaleFarm Residential Lots

Property Compendium (cont.)

APPENDIX 4

Description

•BridesdaleFarm is a residential master planned community

located in Lake Hayes Estate, Queenstown.

•Following the acquisition of the property in May 2015, the

large majority of the property was rezoned for residential use

via the Housing Accord following classification as a ‘Special

Housing Area’.

•136 residential lots and a commercial lot have been

developed and settled.

•A district plan review process is underway to rezone some of

the balance land as open space to enable recreation

activities.

•An application for a building platform on the balance lots 1

and 3 is currently being prepared.

Acquisition date2015

LocationQueenstown

Target units remaining

1

1 residential lots and 1 balance lot

Target product mix

1

Residential lots and a balance lot.

Target settlement

period

1

FY25

Overview

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

55
Pier 21

Property Compendium (cont.)

APPENDIX 4

Description

•1.2-hectare block within Wynyard Quarter located on

Westhaven Drive, Auckland.

•Comprises office building, dry stack storage, marina business

and retail.

•In addition to the commercial rationale of the acquisition, the

site offers the perfect space for our flagship Northbrook sales

suite.

•Pier 21 comprises multiple assets and is adjacent to our

5,000 sqm Northbrook Wynyard site.

Acquisition date2022

LocationAuckland

Target product mix

1

Office Space, Boat Storage/Marina and Hospitality.

Overview

Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market

demand.

56
This disclaimer applies to this document and the accompanying material (“Document”) or any information contained in it. The information included in this Document should be read in conjunction with the audited

consolidated financial statements for the year ended 30 June 2022.

Past performance information provided in this Document may not be a reliable indication of future performance. This Documentcontains certain forward-looking statements and comments about future events, including

with respect to the financial condition, results, operations and business of Winton Land Limited (“Winton”). Forward lookingstatements can generally be identified by use of words such as ‘project’, ‘foresee’, ‘plan’,

‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. Forward-lookingstatements involve known and unknown risks, significant uncertainties, assumptions, contingencies,

and other factors, many of which are outside the control of Winton, and which may cause the actual results or performance of Winton to be materially different from any results or performance expressed or implied by

such forward-looking statements. Such forward-looking statements speak only as of the date of this Document. There can be no assurance that actual outcomes will not differ materially from the forward-looking

statements. Recipients are cautioned not to place undue reliance on forward-looking statements.

Certain financial data included in this Document are "non-GAAP financial measures", including earnings before interest, tax, depreciation and amortisation (EBITDA). These non-GAAP financial measures do not have a

standardised meaning prescribed by New Zealand Equivalents to International Financial Reporting Standards (“NZIFRS") and therefore may not be comparable to similarly titled measures presented by other entities, nor

should they be construed as an alternative to other financial measures determined in accordance with NZIFRS. Although Winton’s management uses these measures in assessing the performance of Winton’s business, and

Winton believes these non-GAAP financial measures provide useful information to other users in measuring the financial performance and condition of the business, recipients are cautioned not to place undue reliance on

any non-GAAP financial measures included in this Document.

All amounts are disclosed in New Zealand dollars (NZ$) unless otherwise indicated.

While every care has been taken in the preparation of this presentation, Winton makes no representation or warranty as to theaccuracy or completeness of any statement in it including, without limitation, any forecasts.

To the maximum extent permitted by law, none of Winton, its directors, employees, shareholders or any other person shall haveany liability whatsoever to any person for any loss (including, without limitation, arising from

any fault or negligence) arising from this Document.

This Document has been prepared for the purpose of providing general information, without taking account of any particular investor’s objectives, financial situation or needs. An investor should, before making any

investment decisions, consider the appropriateness of the information in this Document, and seek professional advice, having regard to the investor’s objectives, financial situation and needs.

Important Notice and Disclaimer

DISCLAIMER

---

ANNUAL REPORT
2022

Winton builds

neighbourhoods

Highlights 1
Letter from the Chair and CEO 2

Oper

ational Update

6

Financial C

ommentary 11

Northbrook Update 12

C

ompleted Projects

14

P

eople and Planet 19

Financial S

tatements

29

C

orporate Governance

61

Dir

ectory 79

Contents

OVATION

APARTMENTS

LAUNCH BAY

WINTON LAND LIMITED ANNUAL REPORT 20221
19.8%

NPAT %

JUNE 21

SETTLEMENTSNEW SALES

DEC 21

SETTLEMENTSNEW SALES

JUNE 22

652M-51M

+119M 720M-132M

+74M662M

GROSS PRE-SALES

14

MASTERPLANNED

COMMUNITIES

$662.2M

PRE-SALES

ZERO

DEBT

45.4%

GROSS PROFIT

MARGIN

27

CURRENT

PROJECTS

$204.8M

CASH AND CASH

EQUIVALENTS

6,896

UNITS

LANDBANK YIELD

35

EMPLOYEES

485

TOTAL

SHAREHOLDERS

$159.5M

REVENUE

449

UNITS SETTLED

2
Letter from Chris Meehan

CEO and Chair

Our first financial year as a listed company

has continued at pace. We listed on

the NZX and ASX in December 2021,

welcoming 482 new shareholders to the

Winton register and raised $350 million


in capital to pay down debt and fund

futur

e growth.

Following the listing, the Winton team continued its

momentum coming into the 2022 calendar year. With a

shifting market landscape, we needed to stay focused on

our expected deliverables while being acutely aware of the

challenges and opportunities that would arise in a changing

residential sales and credit environment.

With the funds from the IPO, we repaid Winton’s only

debt facility of $130 million as intended, clearing all debt

from our balance sheet, and invested in Winton’s growth

strategy into the luxury retirement space, implementing on

the Northbrook vision.

We have continued to execute our development plans, and

for the 12 months ending 30 June 2022, we delivered slightly

higher financial results than forecasted. In FY22 we settled

449 units and delivered $159.5 million in total revenue, $1.5

million higher than forecasted. Gross profit was $72.4 million,

$1.9 million higher than expected, resulting in a gross profit

margin of 45.4%. Pro forma EBITDA of $50.8

1

million was

$1.8 million higher than forecasted. Our pre-sale book is in

gr

eat shape, closing the financial period at $662.2 million.

The double-digit year-on-year growth experienced in the

New Zealand housing market over the last few years was

unsustainable by any measure. The underlying fundamentals of

the New Zealand housing market have shifted with increasing

interest rates, an inflationary domestic environment, increasing

construction costs and the introduction of the Credit Contracts

and Consumer Finance Act. Naturally, residential sales enquiry

and sales have softened; however, Winton’s long-term strategy

of seeking pre-sales has put us in good stead, sheltering

Winton’s financial performance from the ongoing market

volatility. The same cannot be said for everyone in the industry.

The decrease in sales has put further pressure on those already

struggling with debt, cost increases and supply chain issues.

The market remains in a structural undersupply and New

Zealanders still need homes, and the likely contraction of the

industry will mean there are fewer operators to build them.

Winton is in tremendous shape with a landbank as at 30 June

2022 with the potential to yield up to 6,896 units

2

, including

919 retirement living units, and a gross pre-sales book of

$662.2

3

million that continues to grow, cash holdings of $204.8

million and zero debt on our balance sheet. We hold assets in

residential, commercial and retirement property with a total

estimated Gross Development Value (GDV)

4

of c.$4.6 billion.

Winton’s reputable brand, fortress balance sheet, high-quality

developments throughout New Zealand, significant landbank

and thoughtfully designed masterplans will ensure we remain

one of New Zealand’s most reliable developers to purchase

from, but also to issue development consents for and contract

and supply to.

The Northbrook luxury retirement brand will provide further

product diversity, building on Winton’s expertise in residential

development. Last year we appointed ex-Summerset Group

CEO Julian Cook as the Director of Retirement to lead our

luxury retirement living strategy. Julian and the team are

making great progress on the first five villages as they work

to attain resource consent and operational capacity for when

development begins. A more detailed update on Northbrook

can be found on page 12.

1 Pro forma EBITDA is a non-NZ GAAP measure that includes pro forma adjustments. You can find a reconciliation to NZ GAAP measures in Winton’s results presentation

and described on page 11.

2 Units comprise residential land lots, dwellings, townhouses, apartments, retirement living units and commercial units.

3

As a

t 30 June 2022.

4

GD

V is gross development value, it is a non-GAAP measure. GDV is Winton’s estimated gross sales value of the relevant project as at 30 June 2022 (including GST and

excluding units already settled) as if that project were complete and sold based on prevailing market conditions on that date. For the avoidance of doubt, no escalation in

the sales value of lots/units has been assumed, except for pre-sold units which are based on the relevant contractual arrangements. GDV is an important metric for Winton

as it reflects Winton’s estimate of market demand and planning outcomes and is continually assessed and monitored by Winton as projects progress.

WINTON LAND LIMITED ANNUAL REPORT 20223
Transactions

This year we have added to our landbank

and strategically improved the structure

of our vertical living part of the business.

We settled the stunning 5,000 sqm Wynyard Quarter site at

Beaumont Street for our Northbrook Wynyard luxury village.

We also acquired a prime waterfront 1.2-hectare block within

Wynyard Quarter known as Pier 21 located on Westhaven

Drive, Auckland. Pier 21 comprises multiple assets and is

adjacent to the 5,000 sqm Northbrook Wynyard site. In

addition to the commercial rationale of the acquisition, the site

offers the perfect space for the flagship Northbrook sales suite.

We recently announced the establishment of the Winton /

MaxCap Medium Density Development Fund, a $200m equity

investment vehicle that will focus on the acquisition and

construction of townhouse and apartments developments

throughout New Zealand’s metropolitan centres.

Winton is delighted to partner with a quality institutional

party such as MaxCap New Zealand Limited and looks

forward to developing a lasting relationship. Both parties

believe this is an opportune time to be entering the market to

purchase townhouse and apartment development sites. The

establishment of the Fund further diversifies Winton’s capital

sources and income streams. MaxCap’s commitment to the

fund provides further credence to Winton’s position as New

Zealand’s leading residential developer.

In keeping with our aim to maximise profits whilst minimising

the exposure of our balance sheet to debt, we anticipate that

the Winton / MaxCap Medium Density Development Fund

will be the first of many other funds management initiatives

Winton will employ across various sectors of the property

market in the near term.

Winton has extensive experience and an outstanding

track record in both funds management and development

management and as a consequence, our expertise is now

widely sought after by institutional investors in a rapidly

changing market environment.

MaxCap Group is an Australian and New Zealand commercial

real estate investment manager with current Funds Under

Management and Advice of circa $AUD7bn, having invested

more than $AUD15bn across more than 530 investments since

inception in 2007.

WINTON

NZX LISTING

4
Board and Governance Update

As communicated at the time of listing, Macquarie Asset

Management (MAM, part of Macquarie Group) committed

$200 million through one of its real estate vehicles, TC Akarua

Sub Trust.

As a cornerstone investor, a representative from Macquarie

Asset Management (MAM) would join Winton’s Board of

Directors. In February this year, James Kemp was appointed as

a Non-executive Director as the representative of MAM. James

is a Senior Managing Director in MAM and is Head of Real

Estate Asia-Pacific. We welcome James’ wealth of knowledge

and industry experience to the Board.

Jelte Bakker was appointed as an alternate Director to James.

Jelte is a Senior Managing Director in MAM and is Global Head

of Opportunistic Real Estate.

Winton has been extremely satisfied with KPMG’s external

audit services over the past 5 years and looks forward to

continuing to work with them on non-audit functions going

forward. However, as we head into the next 5-year term, the

Board believes that now is the appropriate time to rotate

external auditors. Following a formal request for proposals for

external audit services, the Board recommends Ernst & Young

be appointed as its new external auditor. Ernst & Young’s

proposed appointment as Winton’s external auditor is for the

financial year ending 30 June 2023 and is subject to approval

by shareholders at Winton’s Annual Shareholders’ Meeting to

be held on 26 October 2022.

As a company, we aim for a high standard of governance.

Since listing, the Board has approved a number of policies

to support healthy governance at Winton. These are

available on the Winton investor website and there is a more

comprehensive description under the Governance section of

this report on page 61.

LAKESIDE

TE KAUWHATA

WINTON LAND LIMITED ANNUAL REPORT 20225
Dividend

The Board declared a 1.07 cent dividend

per share for the six months ending

30 June 2022.

The dividend is in line with expectations set in the Product

Disclosure Statement (PDS) at the time of listing.

From FY23, dividends are expected to be declared and

paid twice a year following interim and annual results,

as per Winton’s Dividend Policy.

Outlook and Guidance

In our established market-leading

position, with our history of successful

developments and extensive development

pipeline, Winton will continue to execute

its growth strategy, outperforming

competitors and growing market share.

Winton remains focused on developing

thoughtfully designed neighbourhoods

and creating thriving residential

communities and retirement villages

throughout New Zealand.

As anticipated, supply chain issues following the lockdowns in

2021 have continued. Winton has mitigated these challenges

by confirming orders well in advance and locking in a high

proportion of our delivery costs with financially sound,

capable contractors and suppliers. While we have not been

entirely immune, we have avoided major delays relating to the

supply chain. The industry believes the GIB supply issues will

be resolved by the end of the year. However, there is a risk of

shortages of other products over the coming year, so we will

remain cautious about the entire supply chain, including GIB,

and will continue to confirm orders and purchase materials

well in advance and do whatever we can to mitigate this risk.

We believe that the New Zealand residential market will

continue to experience head winds in the near term. As I have

outlined, Winton is in a strong position to benefit from this

situation. The psychology of a declining property market means

potential buyers sit on the sidelines, waiting for the bottom.

As soon as there are signs of nearing the bottom, the market

can bounce as buyers swiftly start purchasing again to get

a position in the market. Winton knows this type of market

well, and with its strong balance sheet and established market

leading position, it is in the best position possible to navigate

and thrive in these conditions.

The current market conditions will unlock potential land

acquisition opportunities for Winton. We are in a strong

position to acquire land at the right price and terms when the

time is right, to support long term depth and diversity of our

development pipeline. As always, we will be disciplined in our

assessment of these opportunities and make acquisitions when

it makes financial sense to do so.

We are currently on target to meet the FY23 guidance

provided in the PDS. For FY23, to date, we have achieved

84.8% in pre-sales of forecast revenue in FY23 and expect to

deliver $344.7 million in revenue for the full year, $137.5 million

EBITDA and $98.8 million profit after income tax.

While we are pleased to reaffirm FY23 guidance, there are

many moving parts to the current operating environment.

Therefore, the guidance is subject to no material adverse

changes or unforeseen events, no material development

delays, settlement defaults or any further material


Covid-19 restrictions.

W

hile the share price has moved unfavourably since listing,

we believe this reflects the relatively small free float and low

volumes traded. Since we listed, only circa 0.6% of Winton’s

shares have changed hands. The current share price does not

reflect Winton’s true value, and we believe this will be a short-

term challenge in the long future for Winton as


a listed company.

I want to thank all who invested in the

Winton story, including our world-class team

of employees, our customers, contractors,

suppliers, regulatory bodies, and investors.

We have only just begun and are grateful

to have you alongside us as we continue to

deliver on what we set out to do.

Chris Meehan

Chair and CEO

6
Despite all of the Covid-19-associated delays,

the Winton team delivered through FY22

across its 14 masterplanned neighbourhoods

and 27 projects.

During the year, we settled 449 units, including lots, dwellings,

apartments, commercial units and a school site, which was

slightly more than expected. We are incredibly proud of what

we have delivered in a year so far from business as usual,

where contractors have constantly had to juggle staff to work

around Covid-19 infections and relentless supply chain issues.

Frustratingly, increasing local Council, central Government

and Court processing and administrative delays are proving


a significant obstruction to the industry. Generally we see this

as being of gr

eater ongoing concern than the supply chain

issues experienced across New Zealand in the past two years.

UNITS SETTLED FY22

DEVELOPMENTH1 FY22H2 FY22TOTAL

BEACHES173148

LAKESIDE3185188

LONGREACH11-11

LAUNCH BAY-3939

NORTHLAKE712798

NORTH RIDGE262753

RIVER TERRACE-1212

128321449

Operational Update

LAUNCH BAY

HOBSONVILLE POINT

WINTON LAND LIMITED ANNUAL REPORT 20227
BEACHES

MATARANGI

The balance of stages 3 and 4 at Beaches,

Matarangi settled during the second half of

FY22 and we look forward to seeing these

lots come to life as buyers start building

their coastal homes. Earthworks and civil

works continue on site for future stages.

LONGREACH

COOKS BEACH

LAKESIDE

TE KAUWHATA

A lot has happened at Lakeside during

FY22. We completed and settled 188

units, which included 42 more lots than

forecasted, and the site for the new 1,000

pupil primary school. In addition, substantial

earthworks continued on the future stages,

construction began on the Lakeside Village

Shopping Centre, and we officially opened

Rimu Street, the second connection from

Lakeside to the Te Kauwhata township.

The final 11 residential lots at Longreach,

Cooks Beach were delivered during the

year, bringing the 163 lot residential

development to an end and marking

completion of another successful Winton

development.

8
There are a number of different projects

within the Launch Bay precinct. To date,

we have completed and sold each of the

Officers’ Houses, the Oval Houses and

most recently, the 39 apartments within

the Marlborough which settled in H2 FY22.

Currently under construction, we have the

Ovation Apartments and Townhouses, the

Launch Bay Townhouses and Apartments,

and our most recently launched project

the Jimmy’s Point Apartments.

NORTHLAKE

WANAKA

At Northlake we settled 98 units during

the year, taking the total number of

Northlake units settled since the start


of the project to 551.

W

hile we mostly managed to avoid supply

chain shortages relating to Covid-19,

one of our projects in Wanaka has been

affected by the GIB shortage, delaying the

settlement of 10 dwellings into early FY23.

Construction continues on the Northlake

Duplex’s, Northlake Commercial and

Apartments, and Alta Villas built product.

LAUNCH BAY

HOBSONVILLE POINT

Operational Update continued

WINTON LAND LIMITED ANNUAL REPORT 20229
RIVER TERRACE

CROMWELL

The River Terrace lifestyle community

in Cromwell is complete and looks

excellent, with all of the landscaping and

planting flourishing. We settled 12 units

in the second half of FY22 and have six

units remaining (two dwellings nearing

completion and four lifestyle lots).

Winton’s only neighbourhood in Australia

has continued to progress as expected,

with 53 lots across stage 1 and stage 2

completed and settled. Earthworks


and civil works are well underway for

stages 3 to 6.

T

he remediation of the historic farm

buildings at Ayrburn has been exciting

to observe over the year. The reinstated

history of Ayrburn will form the basis of

Winton’s value adding hospitality precinct,

Ayrburn Domain.

AYRBURN

ARROWTOWN

NORTH RIDGE

CESSNOCK AUSTRALIA

10
Operational Update continued

In April, Winton’s sustainable car-less and

solar-powered ‘15-minute community’ in

Papakura was declined for assessment as

a Specified Development Project under the

ne

w Urban Development Act legislation.

This is incredibly disappointing for Winton and New Zealanders

who are desperate for their own home and want the benefits

of living in an integrated and sustainable community.

However, we are moving forward with the 50 hectares of

the property, which is currently zoned future urban with a

more traditional masterplan supported by current regulation,

yielding ~2,000 lots. In parallel, Winton is absolutely firm in its

resolve to pursue alternate legislative pathways to rezone the

remaining c.150 hectares of the Sunfield land, including the

Resource Management Act.

SUNFIELD

PAPAKURA

Sunfield

WINTON LAND LIMITED ANNUAL REPORT 202211
For the 12-month period ending 30 June

2022, Winton delivered a performance

favourable to the Prospective Financial

Information (PFI) included in the PDS.

Winton recorded revenue of $159.5 million,

up 1.0% on the PFI. Due to the timing and

volume of settlements during the current

and prior periods, FY22 revenue was 9.9%

lower compared to $177.0 million in FY21.

This was expected as the volume of units

to settle was also lower by 18.8%. Volume

of units varies from year-to-year depending

on the number and size of projects under

development and the development

lifecycle of each project, the staging of

construction works, the level of pre-sales

and the underlying market.

Cost of Sales reflects the costs of the land and to develop

the land and property for sale. In FY22 Cost of Sales was

$87.1 million, down 27.1% from $119.6 million in FY21. Costs of

sales are recognised in alignment with revenue; therefore,

the decrease reflects the 18.8% decrease in the volume of

units settled. The remaining decrease reflects a 10.3% lower

average cost of units settled due to the decrease in dwellings

settled both in volume and in proportion to residential lots

and cost savings achieved on settled units in FY22.

Gross Profit was $72.4 million, up 2.7% compared to the


PFI and 26.1% compared to FY21. Gross Profit Margin for

FY22 w

as 45.4% compared to 44.6% in the PFI and 32.4%

in FY21 due to a higher average margin from the product

mix settled during FY22.

One-off lis

ting and offer costs are removed in the pro forma

earnings before interest, tax, depreciation and amortisation

(EBITDA) to demonstrate the business’s underlying

performance. Pro forma EBITDA was $50.8 million, up 3.7%

on the PFI and $18.4 million lower compared to the prior

year due to development management fees received of

$27.5 million in FY21 that were not received in FY22 and

higher selling and administrative expenses.

The higher selling expenses were attributable to additional

marketing that hadn’t been incurred before, including

Winton brand marketing and more particularly, the

establishment of the new Sunfield and Northbrook projects.

Profit after income tax for the period was $31.7 million

compared to $29.7 million in the PFI and $46.1 million in

the comparative period.

As at 30 June 2022, cash and cash equivalents were $204.8

million, compared to $35.0 million at 30 June 2021, reflecting

funds from the capital raise received in December less the


$130.0 million debt repayment made in June 2022. Total assets

w

ere $496.9 million and total liabilities were $42.8 million.

Noting that all Winton property assets are reflected on the

balance sheet at cost, not fair value as at FY22.

Financial Commentary

12
Northbrook

An update from

Julian Cook, Director of

R

etirement at Winton

Our progress on the luxury Northbrook retirement brand

continues at pace and we are excited to see our vision come

to fruition as we design and refine our first five villages.

Earlier this y

ear we appointed the world-class architect

Woods Bagot to partner with us to create something special;

a luxury retirement lifestyle for people in their later years to

live life to the full, without compromise.

Woods Bagot has a reputation for creating beautiful high-end

residential and hospitality experiences and they understand

the essence of the Northbrook vision. They have formed a

significant and experienced team to focus on the Northbrook

design requirements and are progressing well.

We have spent time refining the Northbrook difference with

Woods Bagot, focusing on apartment sizes, ceiling heights,

room spaces, the premium quality of the fit-out, and amenities.

These will be significantly different from what is seen out

there currently, and we believe this will firmly differentiate

Northbrook from other operators.

All projects have progressed substantively, both in design


and operational consideration.

Northbr

ook Wynyard’s design has evolved into a striking

addition to Wynyard Quarter. The building’s stepped form

responds to its environment, allowing residents to experience

natural light and breath-taking views. The design has been

lodged for resource consent and has now progressed into the

documentation phases allowing commencement of enabling

works on site prior to construction commencing in 2023.

Northbrook Launch Bay’s design team has continued to forge

ahead into the documentation phases of the design process.

Launch Bay has a focus on a diverse and inviting amenity,

which will offer all residents within the Launch Bay precinct


a hub of community activities to connect with.

Northbr

ook Avon Loop’s design responds to its direct

connection to tranquil parks, green spaces and the Avon River.

The masterplanning is thoughtful and restrained. We have

paused lodging the resource consent while we await what we

believe will be a beneficial yield outcome of the national policy

statement expected in August 2022.

Northbrook Wanaka continues at pace with building consent

documentation completed and negotiations being completed

with our nominated build partner. Resource consent has been

issued and construction is expected to start in late 2022, with

the completion of the first units on track to be delivered in FY24.

Operationally, we are focused on recruitment and information

systems. We have appointed a general manager of operations

who will start in September 2022 and will make other key

appointments in due course.

We have also commenced engagement with operational and

clinical system providers. Drafting clinical policy suites, key legal

documentation, and policies and processes have also begun.

We are pleased with the overall progress so far, though, of

course, there is much work to be done.

Julian Cook

Director of Retirement

Northbrook Update

NORTHBROOK

WYNYARD

WINTON LAND LIMITED ANNUAL REPORT 202213
NORTHBROOK

LAUNCH BAY

14
Completed Projects

Marlborough Apartments

The Marlborough Apartments are the

architecturally designed entrance piece

into Winton’s Launch Bay precinct at

Hobsonville Point. The vision was to

create a boutique apartment building with

thoughtful design and layouts, high-quality

fittings and amenities that were achievable

for first-home buyers to purchase.

The six-story building has 39 apartments with one, two and

three-bedroom configurations, each with a private balcony for

outdoor living.

The crisp architectural lines at the rear of the building, soften

towards the front to tie in with the oval green recreation space

which forms the heart of Launch Bay. The exterior material was

selected to complement the sea and natural surroundings of

Hobsonville Point.

These high-quality homes were targeted toward first-home

buyers and offered as part of the Axis Series. Axis homes

are an initiative implemented at Hobsonville Point for people

buying their first home. Prices were capped at $650,000 for


a three-bedroom Axis apartment.

T

o be able to offer these more affordable homes in a near

waterfront location, they didn’t come with a car park.

Interestingly, while there was initial hesitation from the sales

team about whether there would be enough demand for an

apartment without a car park, we were blown away with the

level of enquiry and the apartments sold as fast as the ballot

system would allow. The feedback from buyers was that

owning a home was more important than having a car, and

many of them didn’t want the cost of car ownership anyway.

We see this as a growing trend, particularly in neighbourhoods

where it is easy and efficient to get around on foot like Launch

Bay, where the ferry and Catalina Bay are only a few minutes

walk and public transport is close.

The Marlborough Apartments were completed and settled

in June 2022 and couldn’t have been any closer to the initial

vision. It has been great to see buyers move into their new

homes and Launch Bay continue to thrive as more residents

make it their home.

“We love our new home in

the Marlborough Apartments at

L

aunch Bay. We feel incredibly lucky

to purchase a home that’s so close


to the water and in such an amazing

part o

f Hobsonville Point!”

M. STANCICH — OWNER

MARLBOROUGH

APARTMENTS

LAUNCH BAY

WINTON LAND LIMITED ANNUAL REPORT 202215
MARLBOROUGH

APARTMENTS

LAUNCH BAY

16
In 2013 Winton discovered a 22-hectare

piece of land in the beautiful seaside

community of Cook’s Beach, Coromandel

that ticked a lot of boxes for Winton:

adjacent to the Purangi Estuary, with

reserve frontage and stunning outlooks

to the sea. Winton purchased that land

in mid-2014 and development began in

2015. The result was a 163-lot thoughtfully

designed neighbourhood completed at


the start of FY22.

The vision behind the subdivision was to develop the lots

with a well thought out orientation that maximised views and

captured the natural setting of Cook’s Beach. Furthermore,

the location could not have been better, only 2.5 hours from

Auckland and everything any kiwi family could possibly need

for a memorable summer holiday so close. Within minutes there

is a playground, estuary reserve, tennis courts, a boat ramp and

a selection of local shops, restaurants and cafés, not to mention

quick access to Whitianga via a short ferry ride. Cook’s Beach

is the complete package and proved to be the perfect place for

the coastal Winton neighbourhood of Longreach.

The finished development comprises 163 residential lots

ranging from 700sqm to 3,000sqm, the last 11 of which

were settled in FY22. Construction included a new entrance

into Cook’s Beach and the Longreach development off

Purangi Road and a connecting dual lane vehicle bridge

with a pedestrian pathway linking to Navigation Drive.

The master-planned community incorporates a very

popular children’s playground, large reserve areas with a

timber boardwalk, and scenic esplanade reserve along the

Purangi estuary. A 27m-long pedestrian bridge was also

installed across part of the wetland reserve to allow easy

connectivity to the beach for homes on the south-western

part of the development.

LONGREACH

COOKS BEACH

“We are proud of the completed

development. It is even better than

what we originally envisioned,

validated by happy residents enjoying

their coastal neighbourhood.”

DUNCAN ELLEY — HEAD OF LAND DEVELOPMENT, WINTON

Completed Projects continued

Longreach Cooks Beach

WINTON LAND LIMITED ANNUAL REPORT 202217
LONGREACH

COOKS BEACH

18

WINTON LAND LIMITED ANNUAL REPORT 202219
Winton’s core business strategy addresses

one of New Zealand’s biggest social issues;

a shortage of housing. While we can’t

solve it alone, we are making progress.


In the past three years, we have delivered

1,

065 residential units including lots,

dwellings, townhouses and apartments,

in seven different communities and at

different price points to cater to the needs

of different target markets.

We understand it is not just about what we

are doing but how we are doing it. As one

of New Zealand’s largest developers, we

must do right by our people, customers,

neighbourhoods, partners, planet and

investors. Doing so adds value to our

business and ensures what we do is

sustainable long-term. While there is a lot

to do, we are up for the challenge and look

forward to sharing our progress.

— Our residents


Our people

— Our partners

People

— Our climate

resiliency


Our environmental

impact

Planet

AYRBURN

ARROWTOWN

People and Planet

20
Our Residents

We know that having a home and

feeling part of a community is incredibly

valuable for people to feel safe, happy

and connected.

Therefore, we invest significant time in the design phase

of our masterplans to create integrated and connected

neighbourhoods where a diverse range of residents

can thrive. ‘Before we build your home, we build your

neighbourhood’ was the tagline of Winton’s brand

campaign in FY22. The positive feedback we received

demonstrated how much importance people place on being

part of a community and the desire to be part of the classic

kiwi neighbourhood many New Zealanders can remember

from their childhoods.

Our masterplans include generous shared and multi-use

spaces for the community to use as we know residents need

places to play, meet up and relax. We believe this is one of

the best ways to give back to our communities. In the last


six years we have invested $6.5 million in shared green

spac

es in our developments with different amenities. In

Northlake Wanaka we constructed a 12,000 sqm recreation

reserve with tennis and multi-use court, pump track, outdoor

exercise equipment, a social sports field and a covered picnic

area with a BBQ for people of all ages to enjoy. At Lakeside,

we have just signed off on a fabulous playground that will

provide thousands of hours of entertainment for children.


At Lakeside, we also have an iwi reserve, wetlands and at

leas

t five kms of walking and cycling trails to be developed

within future stages.

RECREATION RESERVE

NORTHLAKE

People

WINTON LAND LIMITED ANNUAL REPORT 202221
People

22
Our People

Winton has a relatively small but growing

team who are incredibly important to

our long-term success. We are focused

on attracting the right smart people,

keeping them safe and cultivating an

environment where all employees enjoy

coming to work and contributing to the

collective success of the business.

FY22 progress:

— Recruited and onboarded more people than we have in

any other year.


Made v

arious people-focused Winton policies available

publicly on the website, including:


C

ode of Ethics.


Health and Saf

ety Policy.

• Diversity and Inclusion policy.

— Heightened health and wellbeing awareness through the

extended Covid-19 lockdowns, including weekly virtual

team social catch-ups.


Es

tablished a Health and Safety committee with Board

representation to monitor and manage health and

safety risk within the organisation, including through its

supplier relationships.



Engaged thir

d-party provider to complete a company-

wide Health and Safety review during FY23.

Our Partners

Winton works with many contractors

on each site to develop the land and

construct homes and commercial spaces.

To ensure the contractors we use align with Winton’s

values, we conduct a non-price attributes assessment

to reflect historical performance in areas like health and

safety and environmental conduct during the tender

process to select contractors.

Winton prides itself on its strong relationships with key

stakeholders, including tangata whenua, and local and

central government. Winton works together with these

partners to create much-needed housing within our

diverse and thriving neighbourhoods. As part of any due

diligence process, rezoning and consenting process, Winton

prioritises early engagement with respective iwi and local

mana whenua to understand the site’s specific cultural

history and significance.

NORTHLAKE

WANAKA

People continued

WINTON LAND LIMITED ANNUAL REPORT 202223
People continued

DUNCAN ELLEY

HEAD OF

LAND DEVELOPMENT

24
Climate Resiliency

The physical and transitional risks associated

with global warming and climate change

will impact us all and as the likelihood of

limiting global warming to 1.5 degrees fades,

adaption becomes paramount.

As a recently listed company, Winton recognises the

opportunity to formalise its sustainability framework including

a clear set of operational or non-financial targets aligned

with Winton’s strategy, values, and reputation. From a climate

perspective, the framework will focus on:

1. Our carbon footprint.

2.

Understanding and mitigating Winton’s physical and

transitional risks of climate change.

3. Opportunities and innovations that add value to Winton


and society as we move into a lower emissions economy.

T

o determine where we are going, we must first understand

where we are in relation to Winton’s sustainability framework.

Therefore, FY23 will be about measuring where we are at,

assessing what we need to do, what we want to achieve, and

how to achieve it.

In June 2022 the New Zealand government passed legislation

making climate-related disclosures mandatory for some

organisations. Winton will be required to make these

disclosures under the new legislation. We will make an initial

voluntary disclosure within the FY23 Annual Report. We

believe the process will be valuable to understand better

how climate issues and different scenarios may impact the

company and its stakeholders.

WATERFALL PARK

ARROWTOWN

AYRBURN

ARROWTOWN

— Measure carbon footprint

and set initial targets

— Prepare initial voluntary

climate-related disclosures



F

ormulate sustainability

framework

FY23

Planet

WINTON LAND LIMITED ANNUAL REPORT 202225
Environmental Impact

Minimising our environmental impact

onsite is integral to our development

process. Winton must consider

environmental risks and enhancement


at every part of the development process,

fr

om site selection to consenting plans

and implementation.

In Winton’s masterplanned communities, access to nature

is a key focus during site selection and design. Sites with

na

tural features, like wetlands, waterways and native

vegetation, that can be protected, enhanced, or completely

restored are favoured. These features provide the opportunity

within a development for flourishing fauna and flora and rich

biodiversity, that the community can enjoy.

Within the sustainability framework we will consider how

we can set Winton environmental standards across all

of our sites, in addition to the environmental measures

required by their resource consents.

Planet

“The work completed to look

after the health of Mill Creek at

Waterfall Park has resulted in the

Br

own Trout population increasing

17% over the past 12 months”

LAUREN CHRISTIE — GM QUEENSTOWN

26
Chris Meehan

Chair and Chief

Executive Officer

Associate Diploma in Business

(Property Valuation)

Appointed 19 June 2017

Chris leads Winton’s strategy

and operations.

A f

ounding principal and CEO of

Winton, Chris has over 30 years of

experience in real estate investment.

Prior to establishing Winton, Chris

founded the Belle Property real


estate franchise in Australia, and

grew this business to 20+ offices

acr

oss Australia and New Zealand,

prior to its sale to private equity

interests in 2009.

Julian Cook

Executive Director and

Director of Retirement

BA, MAF, BSc, MSc

Appointed 13 September 2021

Julian is responsible for leading and

executing Winton’s retirement strategy.

Prior joining Winton, Julian spent


the last 11 years at Summerset Group,

including se

ven years as CEO. Prior to

2010, Julian was an Associate Director

with Macquarie Group for over 12 years.

Julian is currently a director of


Sky City Entertainment Group and

WEL Networks.

Michaela Meehan

Non-executive Director

MSc (Economics and

Business Administration)

Appointed 19 June 2017

Michaela is a founding principal of

Winton, and has over 20 years of

corporate, property and treasury

experience.

Michaela was a Senior Product

Manager for the Danish brewery

Carlsberg, in Copenhagen, from

1995 and 2001. Michaela was also

a professional sailor for 13 years,

competing at three Olympic

Games as a member of the Danish

Sailing Team.

David Liptak

Non-executive Director

BA (Economics)

Appointed 7 July 2017

David is the Founder and Managing

Partner of Spring Street Partners,

a private US-based investment

firm established in 1995, and

has o

ver 40 years’ experience

in corporate finance, funds

management and investment.

David’s career has included roles

at Bear, Stearns & Co. Inc. and

Oppenheimer & Co. Inc. . In 1992,

David formed West Broadway Partners

Inc., an investment partnership that

ultimately managed more than

US$700m in investor capital.

Anna Molloy

Independent

Non-executive Director

BCom (Accounting and Finance), BE,

CFA Charterholder

Appointed 24 September 2021

Anna has over 15 years’ experience

working in equity capital markets and

investment management.

Anna is currently an independent

Director for ANZ New Zealand

Investments Limited and Channel

Infrastructure NZ Limited. Anna was

previously a Future Director on the

NZX Limited Board.

Glen Tupuhi

Independent

Non-executive Director

Graduate Diploma in Health Management

Appointed 24 September 2021

Glen has over 30 years’ experience,

including in health and justice-

related fields.

He has held senior positions in Or

anga

Tamariki (formerly CYFS), Corrections,

Health Waikato, Hauora Waikato and Te

Runanga o Kirikiriroa and has extensive

governance experience representing

Ngati Paoa, Hauraki and iwi Maori.

James Kemp

Non-executive Director

BCom, BFin (Hons), MFin

Appointed 21 February 2022

James has been appointed to the

Board of Winton in his capacity as

a representative of TC Akarua 2 Pty

Limited (as trustee of the TC Akarua

Sub Trust), being a substantial

shareholder in Winton.

James is a Senior Managing Director


in Macquarie Asset Management and

is Head of Real Estate, Asia-Pacific.

He has over 16 years of experience

in r

eal estate private equity and

investment banking across Asia-Pacific.

James has been a director on a number

of other real estate companies and is

currently also a director of the Japan

and China logistics developer and fund

manager, Unified Industrial.

Jelte Bakker

Non-executive Director

(alternate)

Appoint

ed 21 February 2022

Jelte has been appointed as an

alternate director for James Kemp.

Jelte is a Senior Managing Director

in Macquarie Asset Management

and is Global head of Opportunistic

Real Estate. Jelte has over 20 years

of experience in real estate private

equity and investment banking.

Jelte is currently also a director

on a number of other real estate

companies around the world.

Board of Directors

Leadership and Governance

WINTON LAND LIMITED ANNUAL REPORT 202227
Chris Meehan

Chair and Chief

Executive Officer

Julian Cook

Executive Director and

Director of Retirement

Simon Ash

Chief Operating Officer

Jean McMahon

Chief Financial Officer

Justine Hollows

GM Corporate Services

Senior Management Team

Leadership and Governance

NORTHLAKE

WANAKA

28
NORTHLAKE

WANAKA

WINTON LAND LIMITED ANNUAL REPORT 202229
Financial

Statements

FOR THE YEAR ENDED 30 JUNE 2022

30
Consolidated Statement of Comprehensive Income

For the year ended 30 June 2022

All VALUES IN $000'SNOTE20222021

Revenue3 159,523 176,980

Cost of sales (87,096) (119,554)

Gross profit 72,427 57,426

Development management fees - 27,500

Other income 2,136 1,123

Selling expenses (9,418) (6,451)

Property expenses (610) (623)

Administrative expenses9.1 (12,996) (8,541)

Share-based payment expense9.12 (592) -

Offer costs1.7 (5,981) -

Earnings before interest, taxation and depreciation (EBITDA) 44,966 70,434

Depreciation (718) (645)

Earnings before interest and taxation (EBIT) 44,248 69,789

Interest income 2,190 215

Interest expense and bank fees (1,820) (6,271)

Profit before income tax 44,618 63,733

Income tax expense

Current taxation9.2 (4,455) (15,179)

Deferred taxation9.2 (8,506) (2,460)

Total income tax expense (12,961) (17,639)

Profit after income tax 31,657 46,094

Items that may be reclassified to profit or loss:

Movement in currency translation reserve 314 (12)

Total comprehensive income after income tax attributable

to the shareholders of the Company


31,971


46,082

Basic earnings per share (cents)8.1 12.56 22.39

Diluted earnings per share (cents)8.2 12.28 22.39

The accompanying notes form part of these financial statements.

WINTON LAND LIMITED ANNUAL REPORT 202231
Consolidated Statement of Changes in Equity

For the year ended 30 June 2022

ALL VALUES IN $000'S NOTE

SHARE

CAPITAL

RETAINED

EARNINGS

SHARE

BASED

PAYMENTS

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVE

TOTAL

EQUITY

Balance as at 1 July 2020 49,100 7,442 - 16 56,558

Total comprehensive income

- 46,094 - (12) 46,082

Dividends to shareholders9.3

- (18,845) - - (18,845)

Balance as at 30 June 2021 49,100 34,691 - 4 83,795

Total comprehensive income

- 31,657 - 314 31,971

Proceeds from primary issuance9.3 350,000 - - - 350,000

Offer costs capitalised to equity1.7, 9.3 (15,433) - - - (15,433)

Employee share bonus9.3 2,928 - - - 2,928

Share-based payment expense9.12

- - 829 - 829

Balance as at 30 June 2022 386,595 66,348 829 318 454,090

The accompanying notes form part of these financial statements.

32
All VALUES IN $000'SNOTE20222021

CURRENT ASSETS

Cash and cash equivalents9.9 204,824 35,026

Restricted cash9.4 810 34,391

Accounts receivable, prepayments and other receivables9.5 4,924 5,217

Inventories4 95,615 46,954

Total current assets 306,173 121,588

NON-CURRENT ASSETS

Restricted cash9.4 - 11,120

Inventories4 86,254 116,937

Deposits paid on investment property acquisitions1.7 7,198 -

Investment properties5 80,498 -

Property, plant and equipment6 16,064 2,926

Right-of-use asset 562 735

Intangible assets 123 123

Total non-current assets 190,699 131,841

Total assets 496,872 253,429

CURRENT LIABILITIES

Accounts payable, accruals and other payables9.6 24,872 16,585

Taxation payable 7,986 15,079

Total current liabilities 32,858 31,664

NON-CURRENT LIABILITIES

Borrowings7, 9.9 - 128,732

Lease liability 323 547

Contract liability9.7 - 7,225

Deferred tax liabilities9.2 9,601 1,095

Long term deposits 9.8 - 371

Total non-current liabilities 9,924 137,970

Total liabilities 42,782 169,634

Net assets 454,090 83,795

EQUITY

Share capital9.3 386,595 49,100

Foreign currency translation reserve 318 4

Share-based payment reserve 829 -

Retained earnings 66,348 34,691

Total equity 454,090 83,795

These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 24 August 2022.

The accompanying notes form part of these financial statements.

Consolidated Statement of Financial Position

As at 30 June 2022

Chris Meehan

Chair

Anna Mollo

y

Chair, Audit and Financial Risk Committee

WINTON LAND LIMITED ANNUAL REPORT 202233
All VALUES IN $000'SNOTE20222021

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 157,872 208,635

Interest received 2,190 213

Net GST (paid) / received (63) 1,200

Payments to suppliers and employees (132,386) (106,832)

Purchase of development land (4,000) -

Deposits paid on unconditional contracts for land (13,477) (10,000)

Interest and other finance costs paid (7,514) (9,199)

Income tax (paid) / received (11,548) 66

Net cash flows from operating activities (8,926) 84,083

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of land for investment properties5 (36,418) -

Deposits paid on unconditional contracts of land for

investment properties


(7,198)


-

Payments to suppliers and employees for investment properties (15,129) -

Acquisition of property, plant and equipment (7,156) (307)

Net cash flows from investing activities (65,901) (307)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from primary issuance9.3 350,000 -

Payment of offer costs1.7 (18,486) -

Release / (funding) of restricted cash9.4 43,109 (43,109)

Dividends paid to shareholders9.3 - (18,845)

(Repayment of) / proceeds from MMLIC facility7 (130,000) 130,000

Repayment of Clipper facility7 - (133,796)

Repayment of related party loans receivables 2 20

Net cash flows from financing activities 244,625 (65,730)

Net increase in cash and cash equivalents 169,798 18,046

Cash and cash equivalents at beginning of year 35,026 16,980

Cash and cash equivalents at end of year 204,824 35,026

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2022

34
All VALUES IN $000'S20222021

RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH

FLOWS FROM OPERATING ACTIVITIES

Profit after income tax 31,657 46,094

Adjusted for non cash items:

Depreciation 437 400

Depreciation of right of use asset 281 244

Deferred taxation 8,506 2,460

Provision for doubtful debts - (854)

Lease liability interest expense 72 81

Share-based payment expense 592 -

Adjustments for movements in working capital

Decrease / (increase) in accounts receivable, prepayments

and other assets


291


(1,477)

(Increase) / decrease in inventories (net of transfers) (53,110) 12,386

Increase in accounts payable, accruals and other liabilities 8,196 5,476

(Decrease) / increase in accrued borrowing costs 1,268 (1,176)

Decrease / (increase) in restricted cash 1,592 (1,386)

Decrease in long term deposits (371) (635)

Decrease / (increase) in contract liability (7,225) 7,225

(Decrease) / increase in taxation payable (7,093) 15,245

Offer costs not included in operating cashflow 5,981 -

Net cash flows from operating activities (8,926) 84,083

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows (continued)

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202235
1. General Information

This section sets out the basis upon which the Group’s Financial Statements are prepared. Specific accounting

policies are described in the note to which they relate.

1.1. Reporting entity

These audited consolidated financial statements (the financial statements) are for Winton Land Limited (the Company

formerly known as Winton Property Limited) and its subsidiaries (together, the Group). The Company is a limited

liability company incorporated in New Zealand and is registered under the New Zealand Companies Act 1993. The

Company is a FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013 and the Financial Reporting

Act 2013 and these financial statements have been prepared in accordance with the requirements of the NZX Listing

Rules. The Company is listed on the NZX Main Board (NZX: WIN) and the ASX (ASX: WTN).


T

he Group’s principal activity is the development and sale of residential land properties. The Group also develops

retirement villages and commercial properties however these are start-up operations.

1.2. Basis of preparation

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting

Practice (NZ GAAP). They comply with the New Zealand Equivalents to International Financial Reporting Standards

(NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for Tier 1 for-profit entities. The

financial statements also comply with International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis except where otherwise identified.

All financial information is presented in New Zealand dollars and has been rounded to the nearest thousand.


1.3. Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the

consolidated financial statements from the date that control commences until the date that control ceases.

1.4. Basis of consolidation

The consolidated financial statements comprise the Company and the entities it controls. All intercompany

transactions are eliminated on consolidation.

1.5. Critical judgements, estimates and assumptions

In applying the Group’s accounting policies, the Board and Management continually evaluates judgements,

estimates and assumptions that may have an impact on the Group. The critical judgements, estimates and

assumptions made in the preparation of these financial statements are as follows:

4. Inventories – page 38


1.6. Accounting policies

No changes to accounting policies have been made during the year and policies have been consistently applied to

all years presented.

Significant accounting policies have been included throughout the notes to the financial statements. Other relevant

policies are provided as follows:

Goods and services tax

These financial statements have been prepared on a goods and services tax (GST) exclusive basis except for the

accounts receivable balance, accounts payable balance and other items where GST incurred is not recoverable.

These balances are stated inclusive of GST.

New accounting standards and interpretations issued but not yet effective

There are no new or amended accounting standards that are not yet effective and that are expected to have

a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

36
1. General Information (Continued)

1.7. Significant events and transactions

The financial position and performance of the Group was affected by the following events and transactions that

occurred during the reporting period:

Initial Public Offering (IPO)

On 17 December 2021, the Group issued 90,043,735 shares at $3.8870 per share (total value $350,000,000) in an

IPO. Offer costs associated with the transaction totalled $21,414,000. $5,981,000 of costs are recognised in the

Consolidated Statement of Comprehensive Income. The remaining $15,433,000 of costs are capitalised against equity

as these costs relate to the issue and listing of new capital. Included in these costs, $2,928,000 was settled by way of

issuance of new shares (753,278 shares) to employees.

Inventories and Investment Properties acquisitions


On 1 July 2021, the Group contracted to purchase land at Wynyard Quarter, Auckland for $70,000,000. An initial deposit

of $7,000,000 was paid on 7 July 2021. A portion of the land will be developed into apartments and sold, $2,337,000 of

the deposit paid is included in inventories. The remaining portion of the land will be developed into a retirement village,

$4,663,000 of the deposit paid is included in deposits paid on unconditional contracts for investment properties. The

apportionment is based on the resource consent submission for this land as at 30 June 2022.

On 9 September 2021, the Group contracted to purchase land at Avon Loop, Christchurch for $32,000,000. The

Group settled the acquisition on 1 March 2022 and it is included in investment properties as at 30 June 2022.

On 3 May 2022, the Group contracted to purchase land at Parnell, Auckland for $4,000,000. The Group settled the

acquisition on 26 May 2022 and it is included in inventories as at 30 June 2022.

On 8 April 2022, the Group contracted to purchase land at Wynyard Quarter, Auckland for $23,750,000. An initial

deposit of $2,375,000 was paid on 21 June 2022 and is included in deposits paid on investment property acquisitions

as at 30 June 2022.

Borrowings

On 15 June 2022, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) repaid its debt

facility with Massachusetts Mutual Life Insurance Company (MMLIC) of $130,000,000.

1.8. Impact of the Covid-19 pandemic and economic uncertainty on the significant accounting

judgements, estimates and assumptions

During the year ended 30 June 2022, New Zealand has been subject to various restriction periods associated with the

Covid-19 global pandemic, with Auckland being subject to greater restrictions than the balance of the country (https://

covid19.govt.nz/traffic-lights). The Group has managed and continues to actively manage the risks arising from Covid-19.

2. Segment Reporting

(i) Basis for segmentation

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision-maker. The chief operating decision-maker has been identified as the Board of Directors. During the year

ended 30 June 2022, the Group has established the following reportable segments that are managed separately

because of different operating strategies. The following describes the operation of each of the reportable segments.

Reportable segmentOperations

Residential developmentDesign, develop, market and sell residential properties to external customers. These include land

lots, dwellings, townhouses and apartments with the majority of operations in New Zealand.

Retirement villagesDevelop and operate retirement villages in New Zealand.

Commercial portfolioDevelop and manage a commercial portfolio to produce rental income and capital appreciation

in New Zealand.


Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202237
2. Segment Reporting (Continued)

(ii) Information about reportable segments

During the year ended 30 June 2022, the residential development segment was the only segment contributing to

revenue. Both the retirement villages and commercial portfolio are start-up operations.

The following is an analysis of the Group’s segments, as at 30 June 2022.

All VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL

Segment assets

and liabilities


Inventories 181,869 - - - 181,869

Investment Properties - 76,415 4,083 - 80,498

Property, plant and

equipment

- - 12,603 3,461 16,064

Deposits paid on

investment property

acquisitions

- 4,823 2,375 - 7,198

Other assets 5,734 - - 205,509 211,243

Total assets 187,603 81,238 19,061 208,970 496,872

Total liabilities 39,174 985 1,422 1,201 42,782

Net assets 148,429 80,253 17,639 207,769 454,090

3. Revenue

This section shows the inventories used to generate the Group’s trading performance which are considered to be the

most relevant to the operations of the Group.

All VALUES IN $000'S20222021

Revenue from contracts with customers 159,523 176,980

Total revenue 159,523 176,980

Revenue represents amounts derived from land and property sales. Land and property sales are recognised when the

customer obtains control of the property and is able to direct and obtain the benefits from the property. The customer

gains control of the property when the Group receives full and final consideration for the property and the Group

transfers over the record of title.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

38
4. Inventories

This section shows the inventories used to generate the Group’s trading performance which are considered to be the

most relevant to the operations of the Group.

All VALUES IN $000'S20222021

Expected to settle within one year 95,615 46,954

Expected to settle greater than one year 86,254 116,937

Total inventories 181,869 163,891

The Group has reclassified land and development costs initially categorised as inventories to investment properties of

$28,714,000 (2021: nil). These inventories include land suitable for retirement villages and commercial property which

will be developed and held by the Group to earn deferred management fees and rental income.

The Group has reclassified land and development costs initially categorised as inventories to property, plant and

equipment of $6,419,000 (2021: nil). These inventories include land suitable for a retail precinct which will be

developed and operated by the Group.

Recognition and Measurement

Inventories are carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development,

and holding costs such as interest. All holding costs are expensed through profit or loss in the year incurred with the

exception of interest holding costs which are capitalised during the period when active development is taking place.

During the year ended 30 June 2022, $6,962,000 of interest has been capitalised to inventories (2021: $2,996,000).

Interest and other holding costs incurred after completion of development are expensed as incurred. Inventories include

deposits paid on unconditional contracts for development land.

The carrying amounts of inventories are reviewed at each balance date to ensure its carrying amount is recorded at

the lower of its cost and net realisable value. The net realisable value of inventories is the estimated selling price in

the ordinary course of business less the estimated costs of completion and costs necessary to make the sale. The

determination of net realisable value of inventories involves estimates taking into consideration prevailing market

conditions, current prices and expected date of commencement and completion of the projects, the estimated future

selling price, cost to complete projects and selling costs. An impairment loss is recognised in the Consolidated Statement

of Comprehensive Income to the extent that the carrying value of inventories exceeds its estimated net realisable value.

The net realisable values of inventories have been assessed by management who have prepared internal valuations and

the total value is in excess of the carrying value, therefore there is no indication of impairment.

The basis of the valuation is the hypothetical subdivision approach and/or block land sales comparisons to derive the

residual block land values. The major unobservable inputs that are used in the valuation model that require judgement

include the individual section prices, allowances for profit and risk, projected completion and sell down periods and

interest rates during the holding period. The estimated net realisable value would increase or (decrease) if: the individual

section prices were higher/(lower); the allowances for profit were higher/(lower); the allowances for risk were lower/

(higher); the projected completion and sell down periods were shorter/(longer); and the interest rate during the holding

period was lower/(higher).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202239
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

5. Investment properties

All VALUES IN $000'SNOTE20222021

Opening balance - -

Acquisitions 36,418 -

Transfers from inventories4 28,714 -

Capital expenditure 15,366 -

As at 30 June 80,498 -

Recognition and Measurement

Investment properties are held to earn current and future rental income (including deferred management fees) but not:

for sale in the ordinary course of business, use in the production or supply of goods and services, or for administrative

purposes. Investment properties consist of land under development for retirement villages and commercial property.

Initial recognition of investment properties is at cost and it is subsequently measured at fair value when the construction

is substantially complete and the fair value can be reliably measured. The cost of investment properties includes directly

attributable construction costs and other costs necessary to bring the investment properties to working condition for

their intended use. These other costs include professional fees, consents and head office costs directly related to the

construction of the investment properties. Where costs are apportioned across more than one asset, the apportionment

methodology is determined by considering the nature of the cost. Land acquired with the intention of constructing an

investment property is classified as investment property from the date of acquisition. During the year ended 30 June

2022, $237,000 of share-based payment expense has been capitalised to investment properties (2021: nil).

6. Property, plant and equipment

All VALUES IN $000'SNOTE20222021

Opening balance 2,926 3,019

Additions 7,156 307

Transfers from inventories4 6,419 -

Depreciation (437) (400)

As at 30 June 16,064 2,926

As at 30 June 2022, property, plant and equipment includes work in progress of $12,603,000 (2021: nil).

Recognition and Measurement

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income

statement over the estimated useful lives of each asset class.

40
7. Borrowings

(i) Net borrowings

All VALUES IN $000’S20222021

MMLIC facility drawn down- 130,000

Unamortised borrowings establishment costs- (1,268)

Net borrowings- 128,732

Weighted average interest rate for drawn debt (inclusive of margin and line fees)-5.19%

Weighted average term to maturity (years)- 5.9

Recognition and Measurement

All borrowings are initially measured at fair value, plus directly attributable transaction costs, and subsequently measured

at amortised cost using the effective interest rate method. Under this method, directly attributable fees, costs, discounts

and premiums are capitalised and spread over the expected life of the facility. All other interest costs and bank fees are

expensed in the period they are incurred.

(ii) MMLIC facility

On 15 June 2021, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) entered into a

debt facility with MMLIC for $130,000,000. The facility was repaid on 15 June 2022. Restricted cash includes cash of

nil (2021: $43,109,000) that has been funded by the MMLIC facility (see note 9.4). During the current and prior year,

there were no defaults or breaches of any covenants relating to the facility.

(iii) Security

The MMLIC facility was secured by way of a general security deed provided by Lakeside Developments 2017 Limited

and Lakeside Residential Limited and a registered mortgage security across the Lakeside development property.

The Company had provided a $10,000,000 corporate guarantee which increased to $20,000,000 should 30 day

BKBM be equal or greater than 3.00%.

(iv) Clipper facility

On 15 June 2021, the Group repaid a debt facility with Clipper Investment Opportunity II Limited (Clipper) for

$130,000,000 plus capitalised interest and capitalised fees.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202241
8. Investor Returns and Investment Metrics

This section summarises the earnings per share which is a common investment metric.

8.1. Basic earnings per share

20222021

Total comprehensive income for the period attributable to the

shareholders of the Company ($000s) 31,971 46,082

Weighted average number of ordinary shares (shares) 254,573,475 205,816,723

Basic earnings per share (cents) 12.56 22.39

8.2. Diluted earnings per share

The calculation of diluted earnings per share has been based on the profit attributable to ordinary shareholders and

weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential

ordinary shares. Weighted average number of shares for the purpose of diluted earnings per share has been

adjusted for 10,936,400 share options (30 June 2021: nil) issued under the Group’s Share Option Plan as at 30 June.

This adjustment has been calculated using the treasury share method.

20222021

Total comprehensive income for the period attributable to the

shareholders of the Company ($000s) 31,971 46,082

Weighted average number of ordinary shares (shares) 260,446,172 205,816,723

Diluted earnings per share (cents) 12.28 22.39


Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

42
9. Other

9.1. Administrative expenses

All VALUES IN $000'S20222021

Auditors remuneration:

Audit of annual financial statements (250) (95)

Tax compliance and advisory fees (186) (88)

Directors' fees (309) (16)

Doubtful debts expense - 854

Employee benefits expense (7,117) (6,337)

Operating lease and rental payments (132) (70)

Other expenses (5,002) (2,789)

Total administrative expenses (12,996) (8,541)

The Auditors also received remuneration in relation to their role as Investigating Accountant for the IPO and tax

advisers. These fees for 2022 were $699,000 (2021: nil) and are included within offer costs capitalised to equity.

The Auditors also received remuneration in relation to property due diligence tax advice. These fees for 2022

were $14,000 (2021: nil) and are included within investment properties and accounts receivable, prepayments

and other receivables.


9.2. Taxation

(i) Current taxation

All VALUES IN $000'S20222021

Profit before income tax 44,618 63,733

Prima facie income tax calculated at 28% (12,493) (17,845)

Adjusted for:

Prior period adjustment 4,095 -

Non-tax deductible revenue and expenses (426) 224

Movement in temporary differences 4,332 451

Tax losses utilised 79 1,991

Difference in tax rates (42) -

Current taxation expense (4,455) (15,179)

The prior period adjustment of $4,095,000 (2021: nil) relates to an IRD binding ruling issued in February 2022 with

regards to timing of net income permitted on inventory. This amount can be spread for tax purposes over a 4 year

period and not in a single period as done in the prior year. This has been treated as a change in accounting estimate

and is reflected in the deferred tax balance for inventory.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202243
9. Other (Continued)

9.2. Taxation (Continued)

(ii) Deferred taxation

All VALUES IN $000'S

2020

AS AT

2021

RECOGNISED

IN PROFIT

2021

AS AT

2022

RECOGNISED

IN PROFIT

2022

AS AT

Deferred tax assets

Employee benefits 364 (274) 90 62 152

Accounts payable, accruals and other payables 46 161 207 643 850

Lease liability 284 (63) 221 (47) 174

Share-based payment reserve - - - 232 232

Losses available for offsetting against future

taxable income


2,088


(2,009)


79


(79)


-

Gross deferred tax assets 2,782 (2,185) 597 811 1,408

Deferred tax liabilities

Accounts receivable, prepayments and other receivables 7 (4) 3 90 93

Property, plant and equipment 2 (2) - - -

Right-of-use asset 274 (68) 206 (49) 157

Inventories 1,134 349 1,483 9,276 10,759

Gross deferred tax liabilities 1,417 275 1,692 9,317 11,009

Net deferred tax liability 1,365 (2,460) (1,095) (8,506) (9,601)

Recognition and Measurement

Tax is accounted for on a consolidated Group basis and the Group is required to pay tax to the Inland Revenue as

required by the Income Tax Act 2007. Income tax expense comprises current and deferred tax and is recognised in the

Consolidated Statement of Comprehensive Income for the year.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided

for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the

amounts used for taxation purposes.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,

and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different entities, but

they intend to settle current tax assets and liabilities on a net basis. A deferred tax asset is recognised to the extent that

it is probable that future taxable profits will be available against which temporary differences can be utilised.

Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay the

dividend is recognised.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

44
9. Other (Continued)

9.2. Taxation (Continued)

(iii) Imputation account

The amounts below represent the balance of the imputation credit account as at the end of the reporting period,

adjusted for imputation credits that will arise from the payment of taxation represented in the Consolidated

Statement of Financial Position.

All VALUES IN $000’S20222021

Opening balance 15,184 7,520

Taxation paid / payable 3,783 14,993

Imputation credits attached to dividends paid - (7,329)

Closing balance available to shareholders for use in subsequent periods 18,967 15,184

9.3. Equity

(i) Capital and Reserves

NOTE

2022

SHARES

‘000S

2022

$000’S

2021

SHARES

‘000S

2021

$000’S

Shares issued 1 July 205,817 49,100 205,817 49,100

Primary issuance 90,044 350,000 - -

Offer costs1.7 - (15,433) - -

Issue of share capital to employees 753 2,928 - -

Total shares issued and outstanding 296,614 386,595 205,817 49,100

All shares on issue are fully paid, carry equal voting rights, share equally in dividends and any surplus on wind up and

have no par value. All shares are recognised at the fair value of the consideration received by the Company.

(ii) Dividends

The following dividends were declared and paid by the Company during the year 30 June:

All VALUES IN $000'S20222021

8.39381 cents per qualifying ordinary share16-Oct-20 - 17,276

0.76262 cents per qualifying ordinary share23-Mar-21 - 1,569

Total dividends - 18,845

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202245
9. Other (Continued)

9.4. Restricted cash

All VALUES IN $000'S20222021

Expected to be utilised within one year 810 34,391

Expected to be utilised greater than one year - 11,120

Total restricted cash810 45,511

Restricted cash includes cash of nil (2021: $43,109,000) that is specifically available to fund the development costs

associated with the Lakeside development only as a condition of the MMLIC facility.

9.5. Accounts receivable, prepayments and other receivables

All VALUES IN $000'S20222021

Accounts receivable 14 2,021

Prepayments and other receivables 4,910 3,196

Total accounts receivable, prepayments and other receivables

4,924 5,217

Recognition and Measurement

Accounts receivable is recognised at fair value and subsequently measured at amortised cost using the effective interest

rate method. Receivables are assessed on an ongoing basis for impairment. The Group recognises a provision for

impairment on receivables based on the lifetime expected credit loss at balance date. Those which are anticipated to be

uncollectable are written off. The Group applies the simplified approach to providing for expected credit losses prescribed

by NZ IFRS 9 ‘Financial Instruments’, which permits the use of lifetime expected loss provision for all trade receivables.

9.6. Accounts payable, accruals and other payables

All VALUES IN $000'S20222021

Accounts payable 16,162 9,452

Accruals and other payables in respect of inventories 4,084 2,444

Accruals and other payables

4,626 4,689

Total accounts payable, accruals and other payables

24,872 16,585

Recognition and Measurement

Expenses are recognised on an accruals basis and, if not paid at the end of the reporting period, are reflected as a payable

in the Consolidated Statement of Financial Position.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

46
9. Other (Continued)

9.7. Contract liability

All VALUES IN $000'S20222021

Contract liability- 7,225

Total contract liability- 7,225

Recognition and Measurement

Contract liability relates to the advance consideration received from a customer for land. The company has an obligation

to transfer goods or services to a customer for which the entity has received consideration. This will be recognised as

revenue when control of the land passes to the customer.

9.8. Long term deposits

Long term deposits as at 30 June 2022 of nil (2021: $371,000) represent deposits paid by customers for future

inventory purchases.

9.9. Financial instruments

The following financial assets and liabilities, that potentially subject the Group to financial risk, have been recognised

at amortised cost in the financial statements:

All VALUES IN $000'S20222021

Financial assets

Cash and cash equivalents

1

204,824 35,026

Restricted cash

2

810 45,511

Accounts receivable and other receivables 4,924 5,217

Deposits paid on Investment property acquisitions 7,198 -

Total financial assets 217,756 85,754

Financial liabilities

Accounts payable, accruals and other payables 24,872 16,585

Lease liability 323 547

Borrowings - 128,732

Long term deposits - 371

Total financial liabilities 25,195 146,235

1. Comprises solely of cash at bank.

2. Restricted cash comprises cash held on deposit with Bank of New Zealand.

The carrying amount of financial assets and liabilities presented above are reasonable approximations of their fair value.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202247
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

9. Other (Continued)

9.10. Financial risk management

The Group’s activities expose it to a variety of financial risks: interest rate risk, credit risk, and liquidity risk. The Group’s

overall financial risk management strategy focuses on minimising the potential negative economic impact of

unpredictable events on its financial performance.

(a) Interest rate risk

The Group’s exposure to the risk of changes in interest rates relates primarily to the Group’s borrowings with a

floating interest rate.

The following sensitivity analysis shows the effect on profit before tax and equity if interest rates at balance date had

been 50 basis points (0.50%) higher or lower with all other variables held constant. The Group has no exposure to the

risk of changes in interest rates at 30 June 2022 as it has no borrowings.

20222021

All VALUES IN $000’S

GAIN / (LOSS)

ON INCREASE

OF 0.50%

GAIN / (LOSS)

ON DECREASE

OF 0.50%

GAIN / (LOSS)

ON INCREASE

OF 0.50%

GAIN / (LOSS)

ON DECREASE

OF 0.50%

Impact on profit before tax - - (28)16

Impact on equity - - (21)11


(b) Credit risk

Credit risk represents the risk that the counterparty to a financial instrument will fail to discharge its obligations and

the Group will suffer financial loss as a result. Financial instruments which potentially subject the Group to credit risk

consist of cash at bank, accounts receivable and other receivables.

With respect to the credit risk arising from cash and cash equivalents and restricted cash, there is limited credit risk

as cash is deposited with Bank of New Zealand Limited, a registered bank in New Zealand with a credit rating of AA–

(Standard & Poor’s). The Group considers both historical analysis and forward-looking information in determining any

expected credit loss and infers from this strong credit rating that no loss allowance is deemed necessary.

With respect to the credit risk arising from accounts receivable, the Group only enters into arrangements over its

inventories with parties whom the Group assesses to be creditworthy. Credit risk does not arise on property sale

proceeds to be settled as title will not transfer until settlement.

The carrying amount of financial assets as per note 9.9 approximates the Group’s maximum exposure to credit risk.

48
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

9. Other (Continued)

9.10. Financial risk management (Continued)

(c) Liquidity risk

Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient

funds to meet its obligations arising from its financial liabilities. The Group manages liquidity risk by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The table below analyses the Group financial liabilities (principal and interest) by the relevant contracted maturity

groupings based on the remaining period as at 30 June 2022 and 30 June 2021.

CONTRACTUAL CASH FLOWS

All VALUES IN $000’S

CARRYING

AMOUNT0 - 1 YEAR1 - 2 YEARS 2 - 5 YEARS> 5 YEARSTOTAL

Accounts payable, accruals and

other payables


24,872


24,872


-


-


-


24,872

Lease liability 323 - 323 - - 323

Total as at 30 June 2022 25,195 24,872323-- 25,195

Accounts payable, accruals and

other payables


16,585


16,585


-


-


-


16,585

Lease liability 547 - 304 243 - 547

Borrowings 128,732 6,729 45,509 4,583 96,321 153,142

Long term deposits 371 - 371 - - 371

Total as at 30 June 2021 146,235 23,314 46,184 4,826 96,321 170,645

(d) Capital risk management

The Group’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain

future development of the business. The Group’s objectives when managing capital are to safeguard the Group’s ability

to continue as a going concern whilst maximising the return to shareholders through maintaining an optimal balance of

debt and equity. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid

to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group’s capital structure includes borrowings and shareholders equity. The Group monitors capital on the basis of

the loan to value ratio and borrowing covenant compliance. The loan to value ratio is calculated as borrowings divided

by the value of inventories.

WINTON LAND LIMITED ANNUAL REPORT 202249
9. Other (Continued)

9.11. Related party transactions

The transactions with related parties that were entered into during the year, and the year-end balances that arose

from those transactions are shown below.

Key management personnel remuneration

Key management personnel comprise members of the Board and members of the Senior Management Team.

All VALUES IN $000'S20222021

Employee benefits expense 2,690 1,570

Share-based payment expense 662 -

Employee share bonus 3,500 -

Directors' fees 158 -

Key management personnel remuneration

7,010 1,570

An Executive Director was granted 5,145,356 share options on 17 December 2021 with an exercise price of $3.8870

and a vesting date of 17 December 2031.

Senior Management Team were granted 3,344,484 share options on 17 December 2021 with an exercise price of

$3.8870. Of these, 1,114,828 share options have a vesting date of 17 December 2025, 1,114,828 share options have

a vesting date of 17 December 2028 and 1,114,828 share options have a vesting date of 17 December 2031.

Transactions with related parties during the year

All VALUES IN $000'S20222021

Key management personnel 616 -

Shareholders 10,500 -

Employees 1,381 709

Revenue from contracts with customers

12,497 709

The Group has also entered into agreements for the sale of residential properties with Executive Directors for

$24,515,000, key management personnel for $2,268,000 and employees for $8,121,000 to be recognised as revenue

in future years.

During the year ended 30 June 2022, the Group purchased land from Avon Hotel Limited for $32,000,000. Avon

Hotel Limited’s director is an indirect shareholder of the Company.

During the year ended 30 June 2022, the Group has leased land from an employee for $16,000 (2021: $13,000)

to store materials.

The Group’s Directors are also Directors of other companies. Julian Cook, an Executive Director is also a Director

of WEL Networks Limited (WEL). During the year, the Group incurred $462,000 of development costs categorised

as inventories (2021: $500,000) from WEL. As at 30 June 2022 there was nil (2021: nil) owing to WEL and included

in account payables, accruals and other payables. There were no other transactions between the Group and other

related companies to be disclosed.

Some of the Directors and key management personnel are shareholders of the Company. Certain individuals are

Executive Directors, key management personnel and employees.

On 12 August 2021, the related party loan receivable of $2,000 as at 30 June 2021 was repaid and no further

related party loan transactions have occurred.


Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

50
9. Other (Continued)

9.12. Share-based payments

On 17 December 2021, the Group established a Share Option Plan under which options to subscribe for the

Group’s shares have been granted to certain employees. The plan has three tranches with vesting dates of

17 December 2025, 17 December 2028 and 17 December 2031. The options convert to ordinary shares. This is an

equity-settled share scheme.

The key terms and conditions related to the grants under the plan are as follows; all options are to be settled by

the physical delivery of shares.

GRANT DATE/EMPLOYEE ENTITLED

NUMBER OF

INSTRUMENTS

(000’S)VESTING CONDITIONS

CONTRACTUAL

LIFE OF OPTIONS

On 17 December 2021 1,930 4 years of service from grant date12 months

Same as above 1,930 7 years of service from grant date12 months

Same as above 7,076

10 years of service from grant date12 months

Total share options 10,936


The number and weighted-average exercise prices of share options under the share option plan are as follows:

2022

NUMBER OF

INSTRUMENTS

(000’S)

EXERCISE

PRICE $

Opening balance - -

Granted during the year 10,939 3.8870

Forfeited during the year (3)3.8870

As at 30 June

10,936 3.8870

The fair value of the share options has been measured using the Black-Scholes formula. The requirement that the

employee has to save in order to purchase shares under the share option scheme has been incorporated into that

fair value at grant date by applying a discount to the valuation obtained. The inputs used in measurement of the fair

values at grant date of the share options were as follows.

Fair value at grant date (weighted-average) ($)1.160

Share price at grant date ($)3.8870

Exercise price ($)3.8870

Expected volatility25.0%

Expected life (weighted-average) 8.4 years

Expected dividends2.50%

Risk-free interest rate (based on government bonds)

2.46%

The expected volatility is an implied volatility based on actual experience of similar entities that have traded equity

instruments. The fair value of the share options as at 30 June 2022 is $829,000 (2021: nil).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

WINTON LAND LIMITED ANNUAL REPORT 202251
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

9. Other (Continued)

9.12. Share-based payments (Continued)

Recognition and Measurement

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an

appropriate valuation model.


The cost is recognised in the statement of comprehensive income, together with a corresponding increase in equity

(share-based payment reserve), over the period in which service is fulfilled (the vesting period). The cumulative expense

recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the

vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.

The expense or credit in the statement of comprehensive income for a period represents the movement in cumulative

expense recognised as at the beginning and end of the period.

Service is not taken into account when determining the grant date fair value of awards, but the likelihood of the condition

being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.

Market performance conditions are reflected within the grant date fair value.


No expense is recognised for awards that do not ultimately vest because service conditions have not been met. When

the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the

unmodified award, provided that the original terms of the award are met. An additional expense, measured as at the

date of modification, is recognised for any modification that increases the total fair value of the share-based payment

transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty,

any remaining element of the fair value of the award is expensed immediately through profit or loss.

9.13. Investment in subsidiaries

The Company has the following wholly owned subsidiaries:

- Avon Loop Developments Limited

- Ayrburn Precinct Limited

- Ayrburn Wines Limited

- Beaches Developments Limited

- Bridesdale Farm Developments Limited

-


Fr

ancis Street Developments Pty Limited

-

Lak

es Edge Developments Limited

-

Lak

eside Developments Limited

-

Lak

eside Residential Limited

- Launch Bay Townhouses Limited

- Longreach Developments Limited

- Marlborough Precinct Holdings Limited

- Marlborough Precinct Residential Limited

-


Northbr

ook Launch Bay Limited

-

Northbr

ook Arrowtown Limited

-

Northbr

ook Avon Loop Limited

-

Northbr

ook Retirement Villages Limited

-

Northbr

ook Wanaka Limited

-

Northbr

ook Wynyard Limited

- Northlake Apartments Limited

-

Northlak

e Developments Limited

-

Northlak

e Investments Limited

- Northlake Residential Limited

- Northlake Townhouses Limited

- Parnell Developments Limited

- Pier 1 Holdings Limited

- Pier 1 Operating Limited

-


Riv

er Terrace Developments Limited

- River Terrace Residential Limited

-


Sunfield De

velopments Limited

-

W

aterfall Park Developments Limited

-

W

inton Advisory Limited

-

W

inton Capital Limited

- Winton Fund Limited

- Winton Fund No.2 Limited

- Winton Group Holdings Limited

-

W

inton Partners Bellbird Pty Limited

-

W

inton Property Investments Limited

-

W

ynyard Developments Limited

52
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

9.14. Capital and land development commitments

As at 30 June 2022, the Group had entered into contractual commitments for development expenditure and

purchase of land. Development expenditure represents amounts contracted and forecast to be incurred in future

years in accordance with the Group’s development programme. Land purchases represent the amounts outstanding

for the purchase of land.

All VALUES IN $000'S20222021

Development expenditure 119,332 52,905

Land purchases

146,200 70,000

Total capital and land development committments

265,532 122,905

9.15. Significant events after balance sheet date

On 24 August 2022, the Board of Directors of the Company approved the payment of a net dividend of 1.07000000

cents per share to be paid on 14 September 2022. The gross dividend (1.48611100 cents per share) carries imputation

credits of 0.41611100 cents per share. The payment of this dividend will not have any tax consequences for the

Group and no liability has been recognised in the Consolidated Statement of Financial Position as at 30 June 2022

in respect of this dividend.

On 18 August 2022 the Company entered into documentation to establish a new partnership with MaxCap New

Zealand Limited (MaxCap). The partnership is a $200m equity investment vehicle that will focus on the acquisition

and construction of townhouses and apartment developments throughout New Zealand. The establishment remains

subject to MaxCap obtaining any consents required under the Overseas Investment Act 2005.

After balance date the Group has settled the two acquisitions in Wynyard, Auckland with total purchase price of

$93,750,000 and contracted to acquire land in Auckland for $18,000,000.

WINTON LAND LIMITED ANNUAL REPORT 202253
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

10. Comparison to prospective financial statements

On 1 December 2021 the Group issued a Product Disclosure Statement (PDS) in respect of the IPO. The following

provides an explanation of the variances between the prospective financial information contained within the PDS

and the actual financial position at 30 June 2022.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2022

All VALUES IN $000'S

ACTUAL

2022

UNAUDITED

PDS 2022*

Revenue 159,523 158,000

Cost of sales (87,096) (87,500)

Gross profit 72,427 70,500

Other income 2,136 1,000

Selling expenses (9,418) (9,700)

Property expenses (610) (600)

Administrative expenses (12,996) (10,900)

Share-based payment expense (592) (900)

Offer costs (5,981) (6,600)

Earnings before interest, taxation and depreciation (EBITDA) 44,966 42,800

Depreciation (718) (600)

Earnings before interest and taxation (EBIT) 44,248 42,200

Interest income 2,190 1,600

Interest expense and bank fees (1,820) (1,600)

Profit before income tax 44,618 42,200

Income tax expense

Current taxation (4,455) (10,900)

Deferred taxation (8,506) (1,600)

Total income tax expense (12,961) (12,500)

Profit after income tax 31,657 29,700

Items that may be reclassified to profit or loss:

Movement in currency translation reserve 314-

Total comprehensive income after income tax attributable to the shareholders of the Company31,97129,700

Basic earnings per share (cents) 12.56 10.49

Diluted earnings per share (cents) 12.28 10.10

Explanation of Variances

The key variances to the PDS were:

- Higher income due to a higher number of units settled.

- Higher administrative expenses due to higher legal fees.

- Lower current taxation expense / higher deferred taxation expense due to IRD binding ruling.

* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial

statement format.

54
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

10. Comparison to prospective financial statements (Continued)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2022

All VALUES IN $000'S

ACTUAL

2022

UNAUDITED

PDS 2022*

Balance as at 1 July 2021 83,795 83,800

Total comprehensive income 31,971 29,700

Proceeds from primary issuance 350,000 300,000

Offer costs capitalised to equity (15,433) (15,728)

Employee share bonus 2,928 2,928

Share-based payment expense 829 900

Balance as at 30 June 2022 454,090 401,600

Explanation of Variances

The key variances to the PDS were:

- Higher equity share capital due to raising more proceeds from primary issuance than forecast.

- Higher r

etained earnings due to higher earnings than forecast.

* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial

statement format.

WINTON LAND LIMITED ANNUAL REPORT 202255
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

10. Comparison to prospective financial statements (Continued)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2022

All VALUES IN $000'S

ACTUAL

2022

UNAUDITED

PDS 2022*

CURRENT ASSETS

Cash and cash equivalents 204,824 163,300

Restricted cash 810 800

Accounts receivable, prepayments and other receivables 4,924 3,100

Inventories 95,615 125,500

Total current assets 306,173 292,700

NON-CURRENT ASSETS

Restricted cash - -

Inventories 86,254 135,200

Deposits paid on investment property acquisitions 7,198 -

Investment properties 80,498 25,200

Property, plant and equipment 16,064 2,500

Right-of-use asset 562 500

Intangible assets 123 100

Total non-current assets 190,699 163,500

Total assets 496,872 456,200

CURRENT LIABILITIES

Accounts payable, accruals and other payables 24,872 33,000

Taxation payable 7,986 10,800

Total current liabilities 32,858 43,800

NON-CURRENT LIABILITIES

Borrowings - -

Lease liability 323 500

Contract liability - 7,200

Deferred tax liabilities 9,601 2,700

Long term deposits - 400

Total non-current liabilities 9,924 10,800

Total liabilities 42,782 54,600

Net assets 454,090 401,600

EQUITY

Share capital 386,595 336,300

Foreign currency translation reserve 318 -

Share-based payment reserve 829 900

Retained earnings 66,348 64,400

Total equity 454,090 401,600

Explanation of Variances

The key variances to the PDS were:

- Higher cash due to raising more proceeds from primary issuance than forecast.

- Lower inventories due to transfers to investment properties and property, plant and equipment.

- Lower contract liability due to contract completing early.

- Higher deferred tax liabilities due to IRD binding ruling.

* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial

statement format.

56
Notes to the Consolidated Financial Statements

For the year ended 30 June 2022

10. Comparison to prospective financial statements (Continued)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2022

All VALUES IN $000'S

ACTUAL

2022

UNAUDITED

PDS 2022*

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 157,872 162,200

Interest received 2,190 1,600

Net GST paid (63) (800)

Payments to suppliers and employees (132,386) (170,600)

Purchase of development land (4,000) -

Deposits paid on unconditional contracts for land (13,477) (12,400)

Interest and other finance costs paid (7,514) (7,200)

Income tax paid (11,548) (15,100)

Net cash flows from operating activities (8,926) (42,300)

CASH FLOWS FROM INVESTING ACTIVITIES



Acquisition of land for investment properties (36,418) -

Deposits paid on unconditional contracts for land for investment properties (7,198) (7,800)

Payments to suppliers and employees for investment properties (15,129) (14,100)

Acquisition of property, plant and equipment (7,156) (300)

Net cash flows from investing activities (65,901) (22,200)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from primary issuance 350,000 300,000

Payment of offer costs (18,486) (17,600)

Release of restricted cash 43,109 40,400

Repayment of MMLIC facility (130,000) (130,000)

Repayment of related party loans receivables 2 -

Net cash flows from financing activities 244,625 192,800

Net increase in cash and cash equivalents 169,798 128,300

Cash and cash equivalents at beginning of year 35,026 35,000

Cash and cash equivalents at end of year 204,824 163,300

Explanation of Variances

The key variances to the PDS were:

- Higher cash due to raising more proceeds from primary issuance than forecast.

- Less cash spent on operating activities due to transfer of assets to investing activities.

- More cash spent on investing activities due to transfers from inventories and earlier settlement of investment properties.

* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial

statement format.




© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private

English company limited by guarantee. All rights reserved.

57



Independent Auditor’s Report

To the shareholders of Winton Land Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial

statements of Winton Land Limited (the ’company’)

and its subsidiaries (the 'group') o n pages 30 to 56:

i. present fairly in all material respects the Group’s

financial position as at 30 June 2022 and its

financial performance and cash flows for the

year ended on that date in accordance with New

Zealand Equivalents to International Financial

Reporting Standards and International Financial

Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 30 June 2022;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies.

Basis for opinion

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

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to tax and advisory services, including

investigating accountant services. Subject to certain restrictions, partners and employees of our firm may also

deal with the group on normal terms within the ordinary course of trading activities of the business of the group.

These matters have not impaired our independence as auditor of the group. The firm has no other relationship

with, or interest in, the group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $3.6 million determined with reference to a benchmark of group total assets.

We chose the benchmark because, in our view, this is a key measure of the group’s performance.

57






58


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Capitalisation and allocation of property costs

Refer to notes 4 and 5 of the consolidated financial

statements.

The Group’s development properties (inventories) of

$181.9m comprise land and costs incurred to develop

land into subdivisions and individual properties for sale.

The Group’s investment properties (including deposits)

of $87.7m comprise land and costs incurred to design

and construct retirement villages that will be operated

by the Group.

We define Property Costs as capitalised development

and investment property costs together.

Determining whether to capitalise or expense costs

relating to development properties and investment

properties is subjective as it depends whether the

costs are eligible for capitalisation under NZ IAS 2

Inventories (for development property) and NZ IAS 40

Investment Properties (for investment property)

criteria. In addition, there is significant judgement in

determining how to allocate the costs to individual

properties.

We performed the following procedures to address

the risk:

- Tested the appropriateness of controls

around the capitalisation of property costs.

- Reviewed the nature of property costs

capitalised to ensure they were eligible for

capitalisation under NZ IAS 2 Inventories (for

development property) and NZ IAS 40

Investment Properties (for investment

property) criteria.

- Vouched a sample of capitalised property

costs to invoice and supporting

documentation.

- Agreed significant land acquisitions to

purchase agreements and ensured title

transferred before the balance date.

- Evaluated the property cost allocation

method and forecast costs.

- Performed analytical procedures over

development property costs of sales by

development to identify outliers in margin

allocated within the same or similar

developments as well as between periods.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the Letter from the Chair and CEO, operational and business updates,

financial commentary, and disclosures relating to corporate governance. Our opinion on the consolidated

financial statements does not cover any other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, 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.

58






59


Use of this independent auditor’s r eport

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent 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 shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent 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 will always detect a material misstatement when it exists.

Misstatements can arise from 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 these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Jason Doherty.

For and on behalf of


KPMG

Auckland

24 August 2022





59

60
LAUREN CHRISTIE

GM QUEENSTOWN

GEORGE WATTS

SENIOR DESIGN

MANAGER

BEACHES
MATARANGI

WINTON LAND LIMITED ANNUAL REPORT 202261

Corporate

Governance

GEORGE WATTS

SENIOR DESIGN

MANAGER

62
Corporate Governance

COMPANY INFORMATION

Winton is a limited liability company incorporated under the Companies Act 1993. The Company listed on the NZX Main Board

(NZX code: WIN) and the ASX (Foreign Exempt Listing) (ASX code: WTN) in December 2021. The Board currently comprises

eight directors.

A c

opy of the Company’s constitution and more detailed information on the Board and Winton’s senior management team is

available at Winton’s Website.

CORPORATE GOVERNANCE

The Board is committed to strong governance and accountability. The Company fosters a culture of transparency for the benefit of its

shareholders and other stakeholders. To demonstrate its commitment to high quality corporate governance, the Board has adopted

the principles in the NZX Corporate Governance Code dated 10 December 2020 (NZX Code). The NZX Code – Key Principles section

below lists those principles and discloses the extent to which Winton has followed the recommendations in the NZX Code.

In the Board’s opinion, as at 30 June 2022, the Company complies with the NZX Listing Rules and the NZX Code other than

Recommendations 2.8 and 2.9 as explained below.

The Code of Ethics, policies and charters referenced in the NZX Code – Key Principles section below, together with other policies

and charters (the Company Policies), are available on Winton’s Website and are available to all directors, employees, and

contractors at Winton. Copies of, and training on, the Company Policies is provided to all directors and employees as part of their

induction process, and updates and refresher discussions are scheduled regularly.

NZX CODE – KEY PRINCIPLES

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.”

Winton maintains high standards of ethical conduct and requires its people to behave honesty and with integrity, in a manner

consistent with Winton’s values and the Company Policies. These include the following:

Code of EthicsThe Code of Ethics has been communicated to all its directors, employees and contractors and

they are all subject to its standards and procedures. The Code of Ethics is not an exhaustive list

of acceptable and non-acceptable behaviour at Winton, rather it contains guiding principles and

reflects Winton’s values as a company.

The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set

out in Winton’s Risk Management and Whistleblowing Policy. Any breaches are required to be

addressed promptly and consistently and handled by Winton as set out in the Code of Ethics.

Securities Trading PolicyThe Securities Trading Policy sets out the guidelines to, and express restrictions on, trading in

Winton’s financial products.

The Securities Trading Policy provides transparency about expectations and requirements of

directors, employees and contractors when dealing with Winton shares and places additional

restrictions on certain “restricted persons” and prohibitions during prescribed blackout periods.

Prior written consent of the General Counsel (or CEO in the case of a request by the General

Counsel or CFO) is required to trade, and persons must otherwise act in compliance with laws.

Diversity and Inclusion PolicyThe Diversity and Inclusion Policy sets out the Company’s guiding principles for diversity and

inclusion in the business. Refer to Principle 2 below for further details.

Risk Management and

Whistleblowing Policy

The Risk Management and Whistleblowing Policy sets out the commitment of the Company

to the sound and effective management of risks that are material to the achievement of

its strategic objectives. This policy is also intended to encourage directors, employees and

contractors to speak out if they see any behaviour that does not fit with the Company’s values

of integrity and honesty.

Environment and Corporate

Responsibility Policy

The Environment and Corporate Responsibility Policy is a policy designed to ensure that the

actions of the Company support the vision to create long-term value for Winton and others.

WINTON LAND LIMITED ANNUAL REPORT 202263
Principle 2 – Board Composition and Performance

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

Role of the Board

The Board is elected by its shareholders to provide overall strategic direction to the Company and to protect and enhance the

value of the assets of Winton for the benefit of its shareholders. The Board is responsible for the management of the business and

affairs of Winton and delegated the day-to-day leadership and management of the business to the CEO.

The Board operates under a written Board Charter, which sets out the role, responsibilities, composition, structure, and approach of

the Board and management. The Board acknowledges that Recommendation 2.9 of the NZX Code sets out that the Board should

have an independent Chair, and that the roles of Chair and CEO should be separated. At present, Chris Meehan is both the CEO

and the Board Chair. Winton believes that this is appropriate given Chris Meehan’s expertise and significant background with the

Company as one of its founders.

Delegation of Authority

In addition to the CEO’s day-to-day leadership and management of the business, the CEO and management have levels of

authority approved by the Board. In turn, the CEO and management can sub-delegate authority to direct reports in appropriate

circumstances. This structure is documented in the Delegated Authority Policy.

Directors and Board Composition

The Board currently comprises, and at 30 June 2022 comprised, eight directors as follows:

DIRECTORTYPE OF DIRECTORSHIPAPPOINTMENT DATE

CHRIS MEEHAN (CHAIR)

Executive Director19 June 2017

MICHAELA MEEHAN

Non-executive Director19 June 2017

DAVID LIPTAK

Non-executive Director7 July 2017

JULIAN COOK

Executive Director13 September 2021

ANNA MOLLOY

Independent Director24 September 2021

GLEN TUPUHI

Independent Director24 September 2021

JAMES KEMP

1

Non-executive Director21 February 2022

J

ELTE BAKKER

1


(ALTERNATE FOR JAMES KEMP)

Non-executive Director21 February 2022

1. James Kemp and Jelte Bakker will stand for re-election at Winton’s FY22 annual shareholders’ meeting.

Corporate Governance continued

64
Member

Meetings held

Meetings attended

Member

Meetings held

Meetings attended

Member

Meetings held

Meetings attended

Corporate Governance continued

Directors and Board Composition continued

Directors are chosen on the basis of a mix of skills, knowledge and experience. The right blend of leadership and experience,

combined with diversity of perspective, is critical to enabling the Board to create value for Winton’s shareholders over the long term.

A summary of the key skills and experience held across the Board as at 30 June 2022 is summarised below:

SKILL / EXPERIENCE

PROPERTY, PLANNING, CONSTRUCTION

RETIREMENT VILLAGE DEVELOPMENT AND / OR OPERATION

STRATEGY

FINANCE / ACCOUNTING

GOVERNANCE

PEOPLE & CULTURE

HEALTH & SAFETY

IWI / STAKEHOLDER RELATIONS

High Competence Practical / Direct Experience Some Experience

Directors are encouraged to hold shares in the Company to align their interests with the interests of shareholders. Six of the eight

current Directors own shares (either directly or through a related entity or trust), and those relevant interests are included under

the heading “Directors’ Dealings and Relevant Interests” in Principle 4 below. The remaining two Directors are appointed (subject

to re-election at Winton’s 2022 Annual Shareholders’ Meeting) in their capacity as representatives of a Substantial Product Holder.

Between its listing on the NZX Main Board on 17 December 2021 and the Company’s financial year-end on 30 June 2022, meeting

attendance for the Directors is as follows:

BOARDAUDIT AND

FINANCIAL RISK

NOMINATION AND

REMUNERATION

DIRECTOR

CHRIS MEEHAN (CHAIR)

•22•11

MICHAELA MEEHAN

•22

DAVID LIPTAK

•22•22

JULIAN COOK

•22

ANNA MOLLOY

•22•22•11

GLEN TUPUHI

•22•22•11

JAMES KEMP

•22

J

ELTE BAKKER

(ALTERNATE FOR JAMES KEMP)

•22

WINTON LAND LIMITED ANNUAL REPORT 202265
Corporate Governance continued

Director Training

At the time of appointment, directors receive a comprehensive induction from the business to familiarise themselves with Winton’s

management and operations. New directors are appropriately introduced to Winton’s management and business and receive all

papers and documents (including Company Policies) to enable them to provide value in their role on the Board. Regular site visits

are provided for directors, both new and existing.

Directors of the Board are expected to maintain appropriate levels of financial, legal and industry understanding, and are

encouraged to take responsibility for their own professional development. Each Director is also aware that they should seek

independent advice in respect of their role as a Director, should the need arise.

Board Performance

The Board has committed to critically evaluate its own performance and the performance of individual Directors on a regular basis.

The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate

procedures are in place to review the performance of the Board as a whole, its committees and the contributions of each Director.

Independence

The Board currently comprises eight director positions, including one alternate director. For the purposes of the NZX Listing Rules,

the Board has determined that, as at 30 June 2022, two Directors are independent directors, being Anna Molloy and Glen Tupuhi.

In determining independence of Directors, the Board considers not only the factors expressly set out in Recommendation 2.4 of

the NZX Code, but also carefully assesses whether a Director’s interest, position, association or relationship might interfere, or be

seen to interfere, with that Director’s capacity to bring an independent judgment to bear on issues before the Board. The Board

assesses the independence of each Director on their appointment, and will continue to do so at least annually thereafter. The

Board acknowledges that Recommendation 2.8 of the NZX Code sets out that the Board should be comprised of a majority of

independent Directors. In its capacity as a recently listed company, the Directors appointed to date represent existing shareholders

and the Substantial Product Holders. The composition of the Board, and the appropriate governance structure for the Company,

will be monitored over time.

Diversity and Inclusion

Winton, and the Board, is committed to ensuring an environment where its people enjoy their roles, their interaction with other

employees, contractors and customers and working towards the success of the business. Winton is committed to creating an open

workplace where every team member is welcomed, supported and inspired, and where diversity is celebrated.

The principles of Winton’s Diversity and Inclusion Policy include encouraging diversity of all types throughout the workforce at all

levels, creating a flexible and inclusive work environment, ensuring the behaviour of its leaders reflect our values, attracting and

retaining talented people and ensuring that its people feel safe. The Board considers that Winton has adhered to these principles

and its Diversity and Inclusion Policy.

The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at

Winton as at 30 June 2022 is set out in the table below:

DIRECTORS

1

SENIOR MANAGEMENT

2

EMPLOYEES

1

MaleFemaleMaleFemaleMaleFemale

62322312

1. Where an individual is an executive director on the Board, and is also an employee, they are counted twice.

2. Senior management team members are also included in Employee statistics.

Interests Register

The Company maintains an Interests Register, together with separate Interests Registers for each subsidiary company. Any Director

who is interested in a transaction with the Company (or a subsidiary) is required to immediately disclose to the Board the nature,

monetary value and extent of that interest and will not be entitled to vote in respect of such transaction (other than a transaction

where all Directors are required to sign a certificate in accordance with the Companies Act 1993).

66
Corporate Governance continued

Interests Register continued

The Directors have declared interests in the entities listed in the table below:

DIRECTORCOMPANY / ORGANISATIONPOSITION HELD

1

CHRIS MEEHAN

Korama Limited

Speargrass Holdings Limited

W

oodside 45 Limited

Director and Shareholder

Director and Shareholder

Director

MICHAELA MEEHAN

Korama Limited

Speargrass Holdings Limited

Director

Director

DAVID LIPTAK

Wanaka Partners, LLC Beneficial Owner

JULIAN COOK

SkyCity Entertainment Group Limited

WEL Networks Limited

Motutapu Investments Limited

Deakin TopCo Pty Limited

Director

Director

Director

Director

ANNA MOLLOY

ANZ New Zealand Investments Limited

Channel Infrastructure NZ Limited

Director

Director

GLEN TUPUHI

Toi Consulting LimitedDirector

JAMES KEMP

Macquarie Real Estate Investment Holding (Australia) Pty Limited

Macquarie Real Estate Management (Australia) Limited

TC Akarua 1 Pty Limited

TC Akarua 2 Pty Limited

Director

Director

Director

Director

JELTE BAKKER

Macquarie Real Estate Investment Holding (Australia) Pty Limited

Macquarie Real Estate Management (Australia) Limited

TC Akarua 1 Pty Limited

TC Akarua 2 Pty Limited

Director

Director

Director

Director

1. Entries added during the period from 1 July 2021 to 30 June 2022. No entries were removed by notices given by the directors during the year ended 30 June 2022.

During the year, the Board authorised the renewal of the Directors’ and Officers’ insurance cover as at 1 October 2021 for a

period of 12 months and has certified, in terms of section 162 of the Companies Act 1993, that this cover is fair to the Company.

As permitted by the Company’s constitution and the Companies Act 1993, the Company has also executed a deed indemnifying

its Directors against potential liabilities and costs they may incur for acts or omissions in their capacity as Directors of the

Company and its subsidiaries.

WINTON LAND LIMITED ANNUAL REPORT 202267
Corporate Governance continued

Subsidiary Company Directors

As at 30 June 2022, Winton had 37 subsidiary companies.

Chris Meehan and Michaela Meehan are directors of the following 22 subsidiaries: Beaches Developments Limited, Bridesdale Farm

Developments Limited, Lakes Edge Developments Limited, Lakeside Developments 2017 Limited, Lakeside Residential Limited,

Longreach Developments Limited, Marlborough Precinct Holdings Limited, Marlborough Precinct Residential Limited, Northbrook

Launch Bay Limited, Northbrook Retirement Villages Limited, Northbrook Wanaka Limited, Northlake Developments Limited,

Northlake Investments Limited, Northlake Residential Limited, Northlake Townhouses Limited, River Terrace Developments Limited,

River Terrace Residential Limited, Waterfall Park Developments Limited, Winton Advisory Limited, Winton Capital Limited, Winton

Group Holdings Limited and Winton Property Investments Limited.

Chris Meehan and Iain Murray are directors of Francis Street Developments Pty Limited and Winton Partners Bellbird Pty Limited.

Chris Meehan is the sole director of the following 15 subsidiaries: Avon Loop Developments Limited, Ayrburn Precinct Limited,

Ayrburn Wines Limited, Launch Bay Townhouses Limited, Northbrook Arrowtown Limited, Northbrook Avon Loop Limited,

Northbrook Wynyard Limited, Northlake Apartments Limited, Parnell Developments Limited, Pier 1 Holdings Limited, Pier 1 Operating

Limited, Sunfield Developments Limited, Winton Fund Limited, Winton Fund No.2 Limited and Wynyard Developments Limited.

Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments, other

than Iain Murray who receives an annual fee of AUD$15,000 for corporate secretarial services to the Australian subsidiaries.

Principle 3 – Board Committees

“The Board should use committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.”

The Board has two standing committees, being the Audit and Financial Risk Committee and the Nomination and Remuneration

Committee, as detailed below. The Board has concluded that it is not necessary at this time to establish any other standing

committees, but may consider additional committees as it matures as a listed company.

Audit and Financial Risk Committee

Membership: Anna Molloy (Chair), David Liptak, Glen Tupuhi

Winton has an Audit and Financial Risk Committee that operates under its own written charter, which is available on Winton’s

Website. The Audit and Financial Risk Committee is currently chaired by Anna Molloy, who has a background in financial services.

The membership of this committee is solely non-executive directors, with a majority of the members being independent.

The Audit and Financial Risk Committee takes responsibility to ensure the quality and integrity of external financial reporting

including the accuracy, completeness, and timeliness of financial statements. The committee is committed to providing balanced,

clear, and objective financial reporting. It reviews financial statements and makes recommendations to the Board concerning

accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and the

results of the external audit.

The Audit and Financial Risk Committee may, in its discretion, invite Winton’s external auditors and other directors and members of

senior management, as appropriate, to attend committee meetings.

Nomination and Remuneration Committee

Membership: Anna Molloy (Chair), Glen Tupuhi, Chris Meehan

Winton has a combined Nomination and Remuneration Committee that operates under its own written charter. The majority of the

members of this committee are independent. Since Chris Meehan is also the CEO, he declares conflicts of interest and stands down

from decisions relating to his own performance and remuneration.

The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the

Board in respect of director nominations (including casual vacancies and composition of committees), to review and recommend

to the Board appropriate remuneration of the Directors for consideration by shareholders, and to review and approve annually

the remuneration strategy for Winton, including specific responsibilities in relation to the CEO and his direct reports. Senior

management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the committee.

The Company enters into written agreements with each of its new directors establishing the terms and conditions of


their appointment, including their duties, term of appointment (subject to shareholder approval), expectations of the role

and remuneration.

68
Corporate Governance continued

Principle 4 – Reporting & Disclosure

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.”

C

ontinuous disclosure

Winton is committed to promoting shareholder confidence through effective communication with the NZX, the ASX, the

Company’s shareholders, investors, analysts, media and other interested parties, and providing those parties with equal and timely

access to material information. The Board, and management, carefully consider such information to ensure it is precise, balanced

and consistent. Winton’s Continuous Disclosure Policy applies to ensure that all relevant stakeholders have appropriate and timely

access to relevant information, be it positive or negative.

Other Governance Documentation

The Company Policies, annual and interim reports, Company announcements and other relevant material is available on

Winton’s Website.

Reporting

Winton’s half-year and audited full-year financial statements are prepared in accordance with the relevant financial reporting

standards and applicable legislation. The audited full-year financial statements for FY22 are included in this report.

Non-financial information is included throughout this report, including in relation to Winton’s communities and projects and the

Company’s general environmental and social sustainability factors and practices.

Directors’ Dealings and Relevant Interests

The details of the Directors’ dealings in the Company’s financial products as at 30 June 2022 are set out in the table below:

DIRECTORNO. OF SHARES ACQUIRED /

(DISPOSED)

CONSIDERATION PER SHAREDATE OF TRANSACTION

JULIAN COOK

1,286,339$3.887017 December 2021

ANNA MOLLOY

38,591$3.887017 December 2021

GLEN TUPUHI

12,870$3.887017 December 2021

The details of the Directors’ relevant interests in the Company’s financial products for the year ended 30 June 2022 are set out in

the table below:

DIRECTORNATURE OF RELEVANT INTERESTNO. OF SHARES

CHRIS MEEHAN (CHAIR)

Beneficial162,593,000

MICHAELA MEEHAN

Beneficial162,593,000

DAVID LIPTAK

Beneficial28,683,000

JULIAN COOK

Beneficial1,286,339

ANNA MOLLOY

Beneficial38,591

GLEN TUPUHI

Beneficial12,870

Note that while James Kemp and Jelte Bakker are appointed to the Board in their capacity as representatives of substantial

product holder, TC Akarua 2 Pty Limited (as trustee of the TC Akarua Sub Trust), they do not hold a personal relevant interest

in those shares.

WINTON LAND LIMITED ANNUAL REPORT 202269
Corporate Governance continued

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Directors’ Remuneration

The current director fee pool is $600,000 per annum, which was approved by the shareholders on 1 December 2021. In addition,

directors are reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection with their

role as a Director.

Winton’s strategy is to attract and retain high performing directors with the appropriate skills and experience to provide diversity

of thought and benefit to the Company. On that basis, it is important that the Directors are appropriately remunerated. The current

Directors’ fees comprise an annual fee of $60,000 per annum (other than the Board Chair fee which is $100,000 per annum) and

an annual fee for $15,000 to the chair of any Board committee.

Other than as set out in this report, the Company has not provided any other benefits to a Director for services as a director in any

other capacity, nor has the Company made any loans to a Director, or guaranteed any debts incurred by a Director since its listing

on 17 December 2021.

The remuneration paid to Directors of the Company during FY22 is as follows:

DIRECTORROLEDIRECTOR FEES PAID IN FY22

CHRIS MEEHAN

Board Chair

Executive Director

$29,452

$42,877

ANNA MOLLOY

1

Audit and Financial Risk Committee (Chair)

Nomination and Remuneration Committee (Chair)

Independent Director

$15,425

$9

,255


$41,671

MICHAELA MEEHAN

Non-executive Director$42,877

DAVID LIPTAK

Non-executive Director$42,877

JULIAN COOK

2

Executive Director$42,877

GLEN TUPUHI

1

Independent Director$41,671

JAMES KEMP

3

Non-executive Director-

J

ELTE BAKKER

3

Non-executive Director-

1. Anna Molloy and Glen Tupuhi were appointed to the Board on 24 September 2021.

2. Julian Cook was appointed to the Board on 13 September 2021.

3. James Kemp and Jelte Bakker were appointed to the Board on 21 February 2022.

Remuneration Policy

The Board supports a remuneration strategy that is competitive in the market, taking into account the complexity of the business

itself, and also having regard to the scale of, and high performance expected, within each role.

The Nomination and Remuneration Committee will consider benchmarked executive remuneration data as appropriate, with

remuneration of the CEO and other members of the senior management team including a mix of fixed and variable components,

always having regard to alignment of shareholder interests. Together with the fixed base salary (including any KiwiSaver

contributions, carparking, etc), remuneration also comprises variable components such as discretionary bonuses, and eligibility for

the LTI Plan (described in more detail below).

LTI Plan

As set out in the Product Disclosure Statement, the Company has implemented a long-term incentive plan (the LTI Plan) for

employees, to incentivise and retain those employees. Under the LTI Plan, participants are granted options to vest at year 4, year

7 and year 10, and will not be required to pay for such options. Each option will give the participant the right to acquire one Share,

subject to the participant remaining employed at the relevant vesting date, at the Issue Price (as defined). The exercise price will

not be adjusted for any dividends paid by Winton.

70
Corporate Governance continued

LTI Plan continued

Every employee of Winton as at the date of listing was included in the LTI Plan, and all subsequent employees are eligible to

participate in that LTI Plan after 12 months of continuous service.

In addition to the general employee LTI Plan (referred to below), a grant of options has been made to Julian Cook. Mr Cook will

not be required to pay for such options. Each option will give Mr Cook the right to acquire one share at the vesting date (being

10 years from the date of issue), subject to Mr Cook remaining employed on the 4th anniversary of the date of issue of the

options, at the Issue Price (as defined). The exercise price will be adjusted for any dividends paid by Winton.

Chief Executive’s Remuneration

Chris Meehan’s remuneration as CEO for FY22 was $1,622,496.73. Mr Meehan did not receive any additional remuneration

(including any short term or long term incentives) during FY22 as CEO.

Employee’s Remuneration

Julain Cook’s remuneration as Director of Retirement for FY22 was $193,846.11. Mr Cook did not receive any additional

remuneration (including any short-term or long-term incentives

1

) during FY22 as Director of Retirement.

There were 20 employees of Winton, not being Directors, who received remuneration and other benefits in their capacity

as employees that exceeded $100,000 during FY22, and these are set out in brackets of $10,000 in the following table.

Remuneration is calculated as inclusive of salary and any discretionary bonuses received, together with the one-off bonus

satisfied by a Share Issue at the Issue Price (as set out in the Product Disclosure Statement).

AMOUNT OF REMUNERATION

1

CURRENT EMPLOYEES

$120,001 to $130,0002

$150,001 to $160,0002

$160,001 to $170,0002

$170,001 to $180,0001

$200,001 to $210,0002

$230,001 to $240,0001

$240,001 to $250,0001

$250,001 to $260,0001

$280,001 to $290,0001

$350,001 to $360,0001

$360,001 to $370,0001

$520,001 to $530,0001

$710,001 to $720,0001

$1,300,001 to $1,310,0001

$1,310,001 to $1,320,0001

$1,900,001 to $1,910,0001

1. Remuneration does not include the grant of any options under the LTI Plan, with such remuneration to be captured on vesting.

WINTON LAND LIMITED ANNUAL REPORT 202271
Corporate Governance continued

Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

Risk Management Framework

The Board has established a risk management framework which includes a list of material risks faced by Winton. The framework

is reviewed and updated as risks to the business evolve and change. The Board has set its risk tolerance appetite in pursuit of its

strategy and how it will manage them.

A new risk register has been created in 2022 which the Board uses to track strategic risks at Winton. This process included

invitation to all staff to consult and provide feedback to Winton. The nature of the risk treatment varies according to the nature

and severity of the risk. If the risks are material, they will be reported to the Board. Simultaneously, where such risks warrant the

need to make a disclosure to the market, Winton will apply relevant facts against the Continuous Disclosure Policy.

The Audit and Financial Risk Committee at Winton reviews and makes recommendations to the Board whether Winton’s processes

for managing financial risk are sufficient and any incident of fraud or other failure of internal controls. Non-financial risk and the

appropriateness of Winton’s insurance programme is reviewed and determined at a full Board level.

The CEO and other members of the senior management team review, update and take ownership of the day-to-day management

and operation of Winton’s risk management framework and associated policies and procedures.

Principal Business Risks and Key Strategies to Mitigate

Winton is currently focused on 11 principal business risks across its business. For the purposes of this report and Recommendation

6.1 of the NZX Code, a high-level description of these principal business risks is provided below:

AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO

MITIGATE RISK

PROPERTY MARKET RISK

Winton’s ability to achieve its forecasted sales

and/or forecasted sales prices within each of

its developments is dependent on the housing

market conditions in each of the areas in which

its developments are located.


Winton reviews economic and residential

property market conditions through research


and relationships with market participants.

R

eporting is provided to the Board regularly.

CONSTRUCTION AND

DEVELOPMENT RISK

Winton faces construction and property

development risks when developing

its communities and projects within its

communities. These risks include project delays

(consenting and construction), default risk,

governance and design risk, and potential labour

and materials shortages. There is also a risk

of supply chain cost inflation due to Covid-19

related shortages and delays.

Winton ensures expected returns from

developments adequately compensate Winton

for the level of risk undertaken before approval.

Through due diligence, Winton understands

the project risks by undertaking comprehensive

feasibility studies to determine the viability of the

proposed initiative or development and ensures

funding is in place.

Further, Winton establishes a procurement plan

including, procurement for long lead items,

and engages contractors early to mitigate cost

escalation or contractor default. Its construction

and development contracts have robust

provisions to ensure these risks are adequately

addressed and mitigated.

72
Corporate Governance continued

Principal Business Risks and Key Strategies to Mitigate continued

AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO

MITIGATE RISK

CORPORATE GOVERNANCE

AND GENERAL

COMPLIANCE RISK

Failure to comply with regulatory, societal and

investor expectations in relation to corporate

governance and environmental sustainability

could impact Winton’s reputation and financial

performance over the longer term.

Failure to comply with environmental laws,

resource consents and regulations which may

result in penalties and/or reputational damage.

Winton’s governance procedures are continually

monitored to ensure compliance. External

consultants and advisers are engaged as

appropriate. Winton also proactively engages

with regulators such as NZ RegCo and ASIC to

foster ongoing relationships and open dialogue.

Project developments are required to have

Environmental Management Plans in place and

are consistently monitored in accordance with

Resource Consent conditions.

FINANCIAL

PERFORMANCE RISK

The risk of financial performance not being

managed to expectations.

As noted under the “construction and

development risk”, Winton has a number of

provisions in place to control this risk, including

a delegation policy, an analytical review process,

forecasting, budgeting, and general proactive

management. Winton’s approach to on-sales

is conservative requiring purchasers to provide

personal guarantees as appropriate and ensuring

deposits are payable early.

RETIREMENT VILLAGE

OPERATIONAL RISK

Winton will need to develop and implement

new operational strategies to operate a

retirement village and aged care offering

under the Northbrook brand. This includes

hiring appropriate staff and establishing and

maintaining quality and service standards

consistent with market expectations.

Retirement villages will need to be developed

and constructed to high standards to achieve the

appropriate premium brand positioning.

Winton has retained Julian Cook, former CEO of

one of New Zealand’s largest retirement village

operators Summerset Group, as the Executive

Director of the Northbrook programme. Winton

also intends to retain expert external advisers to

advise on registration, statutory obligations and

ongoing compliance.

HEALTH, SAFETY AND

WELLBEING OF WINTON

EMPLOYEES, CONTRACTORS

AND STAKEHOLDERS

Risk of not having adequate procedures

in place to identify, manage and report on

the health, safety and wellbeing of Winton

employees, contractors and stakeholders, both

internally and externally.

Winton has a number of procedures in place to

ensure hazards are identified and its health and

safety obligations are met.

Winton records near misses and “opportunities

for improvement” at a corporate level as well as

through contractor reporting lines for any incidents

on site. These are minuted at regular site meetings

or advised directly to Winton if appropriate to

report outside of site meeting timing.

PCG reporting covers health and safety as a

standing item and independent audits are


also undertaken.

W

inton has recently engaged Construct Health

to undertake an “assurance review” of the

Company as a whole and will provide a report

on what matters are to be addressed to ensure

best practice.

WINTON LAND LIMITED ANNUAL REPORT 202273
Corporate Governance continued

Principal Business Risks and Key Strategies to Mitigate continued

AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO

MITIGATE RISK

TECHNOLOGY AND

CYBERSECURITY RISK

The risk of Winton’s systems or data becoming

compromised, for example due to a cyberattack

or an outage.

Winton’s systems are managed by qualified

third parties and appropriate cybersecurity

controls are in place.

STAFF RETENTION AND

CAPABILITY RISK

In a tight and highly competitive labour market,

Winton is at risk of staff shortages and loss of

institutional knowledge and experience. The risk

is our ability to recruit appropriate replacements

and the loss of knowledge and expertise.

Key areas within Winton’s senior management,

development and Northbrook teams will

continue to be monitored closely.

Winton also ensures a strong focus on team

engagement and enhancement and maintains

ongoing succession planning and retention

structures within the company.

Winton will continue to undertake regular

performance reviews of employees and directors

and benchmark remuneration packages with the

wider market.

CONSENTING RISK

Winton’s development activities typically require

it to achieve rezoning or resource consents

to allow development of its master planned

communities and projects to be undertaken.

There is a risk that Winton does not achieve the

rezoning or consents required, or the rezoning

or consents are granted on terms which are less

favourable than Winton originally anticipated.

Winton has strong relationships across local,

central governments and with tangāta whenua.

While the outcome of rezoning and consenting

decisions remains outside its direct control,

Winton has a proven track record of achieving

the necessary rezoning and consenting to

develop large-scale master planned communities.

LAND ACQUISITION RISK

Winton’s continued growth is dependent

on its ability to acquire attractive sites for

the development of new master planned

communities. The vendors of attractive sites may

choose to either not sell, sell to a competitor or

other third party, or sell at higher prices than

Winton would expect.

Winton continually evaluates potential new sites

and has a demonstrated record in origination

opportunities through various channels, including

direct approaches to landowners, public sale

processes, its network of long-term relationships

across New Zealand and inbound enquiry. Winton

has enshrined provisions in its constitution to

enable it to control shareholding to ensure it

does not become an “overseas person” under the

Overseas Investment Act 2005. This mitigates

the risk of many competitors.

CLIMATE CHANGE RISK

Over the longer term, Winton expects to operate

in a climate that will progressively depart from

the weather conditions and events currently

experienced, to more acute challenges and risks

arising from increasing climate variability. This is

likely to have various impacts on the longer-term

plans and operation of the Winton – specifically

in relation to the design, build and construction

of its Northbrook communities.

Winton will adopt the requirements under

the Task Force on Climate-Related Financial

Disclosures to disclose more detail on the risks

and opportunities for its business and how

different global warming scenarios would impact

its strategy in FY23.






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Corporate Governance continued

Health and Safety

Winton has established an internal health and safety committee (with Board representation) to monitor and manage health

and safety risk within the organisation, including through its supplier relationships. Winton adopts a systematic approach to the

management of health and safety risks and has comprehensive health and safety documentation in place. The business encourages

active involvement by Directors, senior management, employees and contractors to participate in improving health and safety

within the organisation. As noted in the description of risks in this Principle 6 above, Winton ensures procedures are in place to

identify hazards and record near misses or any incidents at both a corporate level and through our contractors. No notifiable

events to WorkSafe NZ have occurred in respect of Winton’s employees and all of Winton’s contractors on each respective site are

required to fully report all notifiable incidents not only to WorkSafe NZ, but to Winton as part of their extensive contractual health

and safety obligations.

Winton has established an internal health and safety committee (with Board representation) to monitor and manage health and

safety risk within the organisation, including through its supplier relationships. This committee will also review and assess the

outcome of the assurance review currently being undertaken by Construct Health and will report findings and recommendations

to the Board.

Principle 7 – Auditors

“The Board should ensure the quality and independence of the external audit process.”

Audit

The Board is committed to ensure auditor independence is maintained, in accordance with strong governance practices and

regulatory requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and

Financial Risk Committee.

The Auditor Independence Policy is a reflection of the Company’s belief that the quality of external auditing is critical for the

integrity of financial reporting, and provides an important protection for investors. The Policy addresses Recommendation 7.1 of

the NZX Code and includes procedures for communication with an auditor, approval of an external audit firm, the monitoring of

audit independence, the audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide


non-audit services and the responsibilities of Winton (including in relation to the monitoring of audit performance, value and fees).

KPMG has been W

inton’s auditor since 27 August 2018, and the lead audit partner is Jason Doherty. Winton commenced an audit

tender for FY23 and the Board’s recommendation of Ernst & Young as the new auditor is subject to shareholder approval at

Winton’s 2022 Annual Shareholders’ Meeting.

KPMG, as the auditor of the FY22 financial statements, will be invited to attend this year’s Annual Shareholders’ Meeting.

Winton does not have a dedicated internal audit function. In addition to the robust external audit process, Winton’s process

to ensure internal compliance is through constant review, evaluation and improvement of the risk management process and

internal controls.

Principle 8 – Shareholder Rights and Relations

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them

to engage with the issuer.”

Investor Centre Website

Winton’s Website contains a comprehensive set of investor-related material and data, including market disclosures, media

releases, annual and interim reports, share-price information and copies of the Company Policies. It also contains details of

Directors and employees.

Shareholder Communication

Winton welcomes communication and feedback from shareholders. Winton’s Website provides contact details for shareholder

and investor relations queries, and includes dates and times of shareholder meetings and investor calls. Winton’s process

following each results announcement is to hold an investor call to present the results and to allow investors and other

stakeholders to ask questions.

Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged

to take up this option.

WINTON LAND LIMITED ANNUAL REPORT 202275
Corporate Governance continued

Notice of Annual Shareholders’ Meetings

The annual meeting of shareholders is anticipated to be run as a virtual-only meeting. It is expected to be held on Wednesday,

26 October 2022 at 11.00am (NZDT). The Notice of Meeting will be circulated at least 20 working days before the meeting and

will also be pos

ted on Winton’s Website.

In respect of voting rights, Winton shareholders have one vote per share they hold in Winton, and will have the right to vote on

material or related party transactions in accordance with the NZX Listing Rules.

OTHER DISCLOSURES

Donations

The Company made the following donations during 2022:


$10

,000 to the Papakura Marae to help with emergency food parcels for families and individuals in need during the

Covid-19 lockdown.


$9,200 to the Eden Rugby Club for sponsorship of the Men’s premier rugby team.



$2,

000 to Cure Kids to help fund child health research to help improve, extend and save the lives of Kiwi kids living

with serious illnesses and conditions.

No other member of the Gr

oup made donations in FY22.

Dividends

The following dividends have been paid by the Company in the past two financial years:

DATE PAIDCENTS PER SHARETOTAL PAID FY22

$000’S

TOTAL PAID FY21

$000’S

6 OCTOBER 2020

8.39381-17,276

23 MARCH 2021

0.76262-1,569

TOTAL DIVIDENDS PER STATEMENT OF CHANGES IN EQUITY

-18,845

NZX Waivers

The following waivers from the NZX Listing Rules were either granted and published by NZX within, or relied upon by the

Company during, FY22:


NZ RegCo approval under NZX Listing Rule 8.1.6 to include provisions in the Company’s constitution which allow the Board to

restrict the transfer of Winton’s securities to ‘overseas persons’ as defined in the Overseas Investment Act 2005 and to require

certain documentation and/or information in relation to a proposed transfer or transferee of Winton’s securities, and

• a waiver from NZX Listing Rule 8.1.5, to the extent that rule would otherwise prevent Winton from suspending the voting rights

attaching to securities in accordance with the process set out in the Company’s constitution.

The conditions to these approvals and waiver are that Winton is given a non-standard (NS) designation, in terms of its listing on

the NZX Main Board.

ASX Waivers

ASX also granted a waiver from ASX Listing Rules 8.10 to 8.11, to the extent necessary to permit Winton’s constitution to contain

the provisions outlined above that restrict certain transfers to “overseas persons” and suspect voting rights in relation to the same.

Disciplinary action taken by NZX, ASX or FMA during FY22

Nil.

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INVESTOR STATISTICS

20 Largest Registered Shareholders as at 30 June 2022

RANKHOLDER NAMENO. OF SHARES% OF SHARES

1.

Korama Limited162,593,00054.82

2.

Perpetual Corporate Trust Limited

1

51,453,56417.35

3.

Wanaka Partners, LLC28,683,0009.67

4.

JWAJ Limited20,972,4187.07

5.

0to60 Nominee Limited5,145,3561.73

6.

Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,301,2691.11

7.

Christopher Peter Huljich & Constance Maria Huljich

& Elizabeth Ferguson Anne

2,96

7,2941.00

8.

HWM (NZ) Holdings Limited2,091,0250.70

9.

FNZ Custodians Limited1,907,4390.64

10.

Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43

11.

Motutapu Investments Limited1,286,3390.43

12.

BNP Paribas Nominees NZ Limited - NZCSD994,2580.34

13.

HSBC Nominees (New Zealand) Limited - NZCSD882,8540.30

14.

Forsyth Barr Custodians Limited - Custody A/C869,0690.29

15.

Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24

16.

Leveraged Equities Finance Limited544,4160.18

1 7.

Colin Ian Crombie & Heather Joy Hallam514,5350.17

18.

Joseph Davenport & Shelley Davenport514,5350.17

19.

Forsyth Barr Custodians Limited - NRL Ail A/C483,0000.16

20.

Citibank Nominees (Nz) Ltd - NZCSD419,1000.14

TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS

287,620,21596.94

Balance of Shares8,993,5213.06

TOTAL OF ISSUED SHARES

296,613,736100.00

1. Perpetual Corporate Trust Limited is the custodian for the TC Akarua Sub Trust. Macquarie Real Estate Management (Australia) is the manager of TC Akarua 2 Pty

Limited, who is the trustee of the TC Akarua Sub Trust.

Distribution of Shareholders

The distribution of the ordinary shares and registered shareholdings as at 30 June 2022 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

1 TO 1,000

8918.3549,021 0.02

1,001 TO 5,000

16834.64454,781 0.15

5,001 TO 10,000

7615.67597,433 0.20

10,001 TO 50,000

8918.352,060,564 0.69

50,001 TO 100,000

224.541,501,946 0.51

100,001 AND OVER

418.45291,949,991 98.43

TOTAL

485100.00296,613,736100.00

WINTON LAND LIMITED ANNUAL REPORT 202277
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Geographical Spread of Shareholders

The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2022 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

AUCKLAND & NORTHERN REGION

156 32.16198,792,434 67.0 2

WELLINGTON & CENTRAL DISTRICTS

89 18.355,238,303 1.77

NELSON, MARLBOROUGH & CHRISTCHURCH

66 13.61503,049 0.17

DUNEDIN & SOUTHLAND

39 8.041,829,342 0.62

HAMILTON & SURROUNDING DISTRICTS

67 13.811,081,483 0.36

OVERSEAS

68 14.0289,169,125 30.06

TOTAL

485 100.00296,613,736 100.00

Substantial Product Holders

In accordance with section 293 of the Financial Markets Conduct Act 2013, the following persons have provided notice as at

30 June 2022 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary

shar

es as set out in the following table:

SUBSTANTIAL PRODUCT HOLDERDATE OF NOTICERELEVANT INTEREST

IN NUMBER OF

SHARES

% OF SHARES

HELD AT DATE OF

NOTICE

KORAMA LIMITED

17 December 2021162,593,00054.816

TC AKARUA SUB TRUST

17 December 202151,453,56417.347

WANAKA PARTNERS, LLC

17 December 202128,683,0009.670

JWAJ LIMITED

17 December 202120,972,4187.07 1

The total number of voting securities on issue as at 30 June 2022 was 296,613,736.

DIRECTORS’ STATEMENT

The Board is responsible for preparing the Annual Report. This report is dated 24 August 2022 and is signed on behalf of the Board

of Winton Land Limited by Chris Meehan, Chair and Anna Molloy, Director.

Chris Meehan


Chair

Anna Mollo

y

Director

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GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Stock Exchange.

Board means the Board of Directors of Winton Land Limited.

Director means a current director of the Board.

Northbrook means Winton’s luxury retirement brand.

NZ RegCo means NZX Regulation Limited.

NZX means the New Zealand Stock Exchange.

Product Disclosure Statement or PDS means the product disclosure statement issued by the Company and dated 1 December 2021.

Winton and/or Company means Winton Land Limited, and where applicable, includes all subsidiaries of Winton Land Limited.

Winton’s Website means www.winton.nz/investorcentre/.

WINTON LAND LIMITED ANNUAL REPORT 202279
Directory

Company

Winton Land Limited

NZCN 6310507

ARBN 655 601 568

Board of Directors

Chris Meehan, Chair

Michaela Meehan

David Liptak

Julian Cook

Anna Molloy

Glen Tupuhi

James Kemp

Jelte Bakker (alternate for James Kemp)

Senior Management Team

Chris Meehan, Chief Executive Officer

Simon Ash, Chief Operating Officer

Jean McMahon, Chief Financial Officer

Justine Hollows, General Manager Corporate Services

Julian Cook, Director of Retirement

Registered Office

New Zealand:

Level 4, 10 Viaduct Harbour Avenue

Auckland 1010

New Zealand

Australia:

c/- Mills Oakley

Level 7, 151 Clarence Street

Sydney, NSW 2000

Australia

Mailing Address and Contact Details

P O Box 105526

Auckland 1143

New Zealand

Telephone: +64 9 377 7003

Website: www.winton.nz

Auditor

KPMG

18 Viaduct Harbour Avenue

Auckland 1010

New Zealand

Legal Advisors

New Zealand:

Chapman Tripp

Level 34, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Australia:

Mills Oakley

Level 7, 151 Clarence Street

Sydney, NSW 2000

Australia

Share Registry

Winton’s share register is maintained by Link

Market Services Limited. Link is your first point of

contact for any queries regarding your investment

in Winton. You can view your investment, indicate

your preference for electronic communications,

access and update your details and view information

relating to dividends and transaction history at

any time by visiting the Link Investor Centre at the

addresses noted below.

Registry

New Zealand:

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Website: www.linkmarketservices.co.nz

Australia:

Link Market Services Limited

Level 12, 680 George Street

Sydney, NSW 2000

Australia

Telephone: +61 1300 554 474

Email: enquiries@linkmarketservices.com.au

Website: www.linkmarketservices.com.au

Investors

investors@winton.nz

80
RIVER TERRACE

CROMWELL

WINTON LAND LIMITED ANNUAL REPORT 202281

WINTON.NZ

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.