Winton Land Limited/Announcement
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Winton meets guidance and delivers record year (FY23)

Full Year Results21 August 2023WINReal Estate

22 August 2023

Client Market Services

NZX Limited


Copy to:

ASX Market Announcements

Australian Stock Exchange

AUSTRALIA




Dear Sir/Madam


WINTON LAND LIMITED (NZX: WIN, ASX: WTN)

NZX/ASX ANNOUNCEMENT – ANNUAL RESULTS FOR THE YEAR ENDED 30 JUNE 2023


Please find below the following information relating to Winton Land Limited’s results for the

financial year ended 30 June 2023:


(a) the Results Announcement (as required by NZX Listing Rule 3.5.1);


(b) the Investor Presentation; and


(c) the Annual Report, including the audited financial statements and notes.


For the purposes of ASX Listing Rule 1.15.3, Winton Land Limited confirms that it continues to

comply with the listing rules of its home exchange, being the NZX Listing Rules.



Yours sincerely




Jean McMahon

CFO

---

MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN

22 August 2023

WINTON MEETS GUIDANCE AND DELIVERS RECORD YEAR OF SETTLEMENTS

Winton (NZX: WIN / ASX: WTN) is pleased to release its full-year results for the period ending 30

June 2023 (FY23) and confirms it met guidance, delivering post tax earnings of $73.8 million

1

. It

was a record year for delivery and settlements, with 565 units

2

settling resulting in $211.4 million

of revenue, 32.5% higher than FY22.

As a result of top-line growth, Winton delivered a gross profit of $108.7 million and a gross profit

margin of 51.4% compared to $72.4 million and 45.4%, respectively, in FY22. Cost of Sales is

recognised in alignment with revenue and therefore was up 17.9% to $102.7 million, from $87.1

million in FY22, reflecting the increase of both a 25.8% increase in the volume of units settled and

a 6.0% improvement in Gross Profit Margin. Earnings before interest, tax, depreciation and

amortisation (EBITDA) increased 88.1% to $95.6 million compared to $50.8 million

3

pro forma

EBITDA in FY22. Net profit after tax (NPAT) was $64.6 million, 78.6% higher than FY22 pro forma

NPAT of $36.2 million.

Chris Meehan, Chair and CEO of Winton said: “This is a significant effort by the team, settling 116

units more than FY22, and is the outcome of years of preparation and development supported by

a pre-sale book that has provided certainty of sales through the current cycle.”

“Despite market challenges over the last 18 months, Winton has continued to operate with

confidence and is in a compelling and enviable position. We have zero debt, cash holdings of

$76.3 million, and an existing landbank with a potential yield of 6,407 units, including 902

retirement units. Our gross pre-sales book was $419.3 million as at 30 June 2023.”

“It has been a big year at Winton. We adapted to and completed our first full year as a listed

company, delivered our largest number of units in a year, navigated an extremely wet

construction season, launched sales for Northbrook Wynyard Quarter and received resource

consent for three Northbrook locations, and grew the team to begin resourcing of our Northbrook

and Ayrburn business units. The team has taken it in its stride and risen to the challenges; we look

forward to continuing the momentum through FY24.”

“There are strong indicators that the housing market is near to, or at, the bottom. While we

expect some homeowners will continue to struggle in the near term with higher interest rates and

high inflation, we believe increasing immigration to New Zealand, constrained land supply, and


1

Post tax earnings of $73.8 million were at the lower end of guidance (between $72.4 million and $82.4 million) being

NPAT excluding H2 FY23 fair value revaluation of investment properties. A reconciliation can be found on page 16 of the

investor presentation.


2

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

3

EBITDA and Pro forma EBITDA are non GAAP measures. EBITDA has been calculated on a consistent basis to the EBITDA

measures presented in the FY23 & FY22 PFI. A reconciliation from EBITDA to Pro forma EBITDA and NPAT to Pro forma

NPAT can be found on page 32 of the investor presentation.


2

upward sentiment of rental prices will put compounding pressure on the already short housing

supply.”

“We continue to operate with financial discipline on land acquisition and sales to enable us to

thrive through the cycle and use it to our advantage as we build prominence in the New Zealand

property industry. In the current economic turbulence, Winton is a financially stable, experienced,

and trusted developer, delivering reliable, high-quality product. For all those reasons, builders

want to work for us and will price accordingly.”

Looking ahead to FY24, the timing of completed units and the type means revenue will be lower

than in FY23. Going forward we will naturally keep the market informed of our plans and progress

with the business but do not expect to provide formal guidance to enable us to better focus on

operating the business for maximum long-term shareholder value.

The Winton Board declared a 2.16 cent dividend per share for the six months ending 30 June

2023. This is in addition to the 2.06 cents per share dividend that was declared and paid for the

first half of FY23, bringing the total dividend for the year to 4.22 cents per share, reflecting 20% of

distributable earnings and in line with our dividend policy to exclude any unrealised valuation

movements in investment properties.

Winton extends its thanks to our shareholders, employees, customers, contractors, and

regulatory bodies for their continued support as we deliver our growth plans.

Winton’s Annual Report is also released today with the Company’s FY23 results, which contain

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

commentary, Northbrook, and Winton’s ESG commitments.

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

Investor Centre - Winton Land Limited. Investors 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

For media queries, please contact:

Sonya Fynmore

+64 21 404 206

sonya.fynmore@winton.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 26 projects expected to yield a combined total of circa 6,5 00 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 June 2023


Results for announcement to the market

Name of issuer Winton Land Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency

Amount (000s) Percentage change

Revenue from continuing

operations

$211,421 33%

Total Revenue $211,421 33%

Net profit/(loss) from

continuing operations

$64,638 104%

Total net profit/(loss) $64,638 104%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.02160000

Imputed amount per Quoted

Equity Security

$0.00840000

Record Date 29 August 2023

Dividend Payment Date 12 September 2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.71 $1.53

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 determined were available.

This announcement is extracted from Winton’s audited financial

statements as at and for the twelve months ended 30 June

2023. 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


22 August 2023


Audited financial statements accompany this announcement.

---

Template
Distribution Notice


Updated as at June 2023



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)

NZWINE003S1

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 29 August 2023

Ex-Date (one business day before the

Record Date)

28 August 2023

Payment date (and allotment date for

DRP)

12 September 2023

Total monies associated with the

distribution

1


$6,406,856.70

(296,613,736 shares at $0.02160 per share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.03000000

Gross taxable amount

3

$0.03000000

Total cash distribution

4

$0.02160000

Excluded amount (applicable to listed

PIEs)

N/A (not a listed PIE)

Supplementary distribution amount $0.00381176

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

$0.00840000

Resident Withholding Tax per

financial product

$0.00150000

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


22 August 2023







6

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

---

1. Business Update
Investor Presentation

Winton FY23 Annual Results

22 AUGUST 2023

Investor Presentation

NORTHBROOK

WYNYARD QUARTER

Presenting Today
Jean McMahon

Chief Financial Officer

Chris Meehan

Chief Executive Officer

2

NORTHBROOK

WANAKA

LAUNCH BAY HOBSONVILLE POINT
3

1.Business Update

2.Financial Overview

3.ESG Overview

4.Market and Outlook

Business Update
NORTHLAKE

WANAKA

Founded
2009 by Chris and

Michaela Meehan

Large-Scale

Developer

Residential

Retirement

Landbank

Pipeline: 6,407units

1

Portfolio

26 Projects across 14

Communities

Well Resourced

65 Employees

4 Offices

Shareholding

Dual listed NZX and ASX

Increasing Recurrent

Income

Investment Properties

Strong Balance Sheet

No Debt

$76.3mCash and cash

equivalents

De-Risked Portfolio

78% of portfolio (by units) are

residential lots

Pre-Sale Book

NZ$419.3m

of gross pre-sales

secured

Winton Snapshot

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans current as at 30 June 2023. Target total units, target product mix

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

5

AYRBURN ARROWTOWN

Notes: 1. Post tax earnings of $73.8 million were at the lower end of guidance (between $72.4 million and $82.4 million) being NPAT excluding H2 FY23 fair value revaluation of investment properties. A
reconciliation can be found on page 16. 2. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans current as at 30 June 2023. Target

total units, target product mix and target settlement period may change, including due to planning outcomes and market demand; 3. Pre-sales and contracted costs as of 30 June 2023.

6

Summary FY23

$76.3m

Cash and cash

equivalents

$108.7m

Gross Profit

78%

2

of portfolio

(by units) are

residential lots

limiting exposure to

construction

$419.3m

3

of gross pre-sales

secured

51.4%

Gross profit

Margin

902 Retirement

living units

Across 5 locations

Zero Debt

6,407

Residential lots

and dwellings

1

in pipeline from existing

projects

$211.4m

Revenue

Up 32.5% on FY22

$64.6m

Net Profit

After Tax

565

Units delivered

and settled

26 Projects

14 communities

65 Employees

30.6%

NPAT Margin

520 Total

shareholders

A record year of delivery and settlements during the 12 months ending 30 June 2023 (FY23) resulted in post tax earnings within guidance

of $73.8 million

1


Commenced leasing of the Lakeside Village Centre -providing annuity income

Business Highlights





16% employee growth predominantly to resource Northbrook and Ayrburn


Strong pre-sale book continues to protect future revenues

Resource consent granted for Northbrook Wanaka, Northbrook Wynyard Quarter and

Northbrook Avon Loop

Completed first emissions inventory and developed our sustainability framework


Launched sales at Northbrook Wynyard Quarter show apartment


Continue to operate on an ungeared basis and benefit from strong balance sheet


Appointment of Steven Joyce to the Board

Locked in supply contracts to minimise the effects of supply chain and inflation issues


A record year of delivery -116 more units delivered than FY22

7

APARTMENTS

NORTHLAKE

78%
12%

10%

FY23 Revenue by product

Residential Lots

Apartments

Dwellings

8

Record Year of Delivery

Neighbourhood

Units settled

H1 FY23

Units settled

H2 FY23

Total

FY23

Lakeside11175186

Beaches8290172

North Ridge-105105

Northlake137083

Launch Bay13215

River Terrace-44

Total219346565

FY23 is a record year for Winton with 565 units settled, delivering

$211.4m of revenue.

DUPLEX TOWNHOUSES

NORTHLAKE

9
Significant landbank pipeline

Pipeline of over 6,000 units remain to be delivered in future years.

LAKESIDE

TE KAUWHATA

247

186

171

76

553

449

565

-

200

400

600

800

1,000

1,200

PriorFY18AFY19AFY20AFY21AFY22AFY23AFY24F+

6,000+

¹

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based

on management estimates and masterplans current as at 30 June 2023. Target total units,

target product mix and target settlement period may change, including due to planning

outcomes and market demand.

Settlements include completed communities:

•Longreach – 163 units

•Lakes Edge – 55 units

North Ridge Cessnock
•Stages 4-6 are complete, with 105 lots settled. 3 lots have settled since 30 June

2023, with the remaining 14 completed lots expected to settle by the end of FY24.

•Resource consent underway for future stages 7 onwards.

Launch Bay Hobsonville

•Jimmy’s Point has progressed well with construction of the structure up to Level 3

completed and Level 4 underway.

•Ovation Apartments and Townhouses are complete and settled, with the remaining

units on the market.

•Launch Bay Townhouses and Apartments suffered weather-related delays moving

completion and settlements past 30 June 2023. These are now complete, with the

pre-sold units settled and the remaining units being marketed for sale.

Beaches Matarangi

•Stages 5-13 are now complete, with the majority of lots settled. 8 further

settlements have taken place since year-end.

•Works continue on stages 14 and 15, with settlements expected to occur in FY24.

Lakeside Te Kauwhata

•Construction of Lakeside Village Centre is complete with 71% occupancy as at 30

June 2023 and development margin of 30%.

•186 units settled in FY23.

•78 units within stage 3 have settled since year-end, with earthworks and civil works

progressing on future stages.

Progressed works on future stages, despite unprecedented weather

conditions.

10

Significant progress onsite

LAUNCH BAY

BEACHESLAKESIDE

FY23

NORTH RIDGE

Northlake Wanaka
•Duplex Townhouses completed and settled (28 dwellings).

•Alta Villa Townhouses - at the end of FY23 the show suite was completed and

opened for marketing. The balance of the Townhouses are under construction, with

Stage 1 consisting of 15 Townhouses (including the show suite) nearing completion

and the remaining 12 Townhouses under construction.

•The show apartment at Northbrook Wanaka is nearing completion, and we look

forward to welcoming people to it in early September.

•Construction of Northlake Apartments and Commercial continued at pace and are

nearing completion. Two were unsold at year-end but have since been contracted

for sale.

•Northlake Stage 16 – all 55 residential lots were completed and settled in FY23.

River Terrace Cromwell

•All lots are complete and settled.

•Two dwellings remain as at 30 June 2023, with 1 of these unconditionally sold at

year end.

AyrburnArrowtown

•Construction and onsite works continued in FY23, Stage 1 completion expected H1

FY24.

Progressed works on future stages, despite unprecedented weather

conditions.

11

Significant progress onsite (cont.)

NORTHLAKE

RIVER TERRACEAYRBURN

FY23

NORTHLAKE

Northbrook Wynyard Quarter
•Resource consent has been obtained.

•Onsite works are expected to commence in Q2 FY24.

•The show apartment and flagship sales suite launched in June 2023.

•Strong interest continues.

Northbrook Wanaka

•Civil works continue on site, with construction expected to commence Q2 FY24.

•The show apartment is nearing completion, and we look forward to welcoming

people to it in early September 2023.

Northbrook Arrowtown

•Earthworks continue to progress under the existing resource consent.

•Resource consent variation has been lodged.

Northbrook Launch Bay

•Amendment to our existing Launch Bay resource consent has been lodged.

•The site will incorporate the heritage-listed hanger as care suites, and a 15-storey

apartment complex.

Northbrook Avon Loop

•Resource consent was granted prior to 30 June 2023, and Winton continues its

design phase on this site before commencing earthworks.

•A show suite will be built on the site in FY24 following the issuance of building

consent.

12

Northbrook construction and

pre-sales underway

NORTHBROOK WYNYARD QUARTER SHOW APARTMENT

NORTHBROOK WANAKA

13
Winton’s retirement living

portfolio

Notes: 1.As at 30 June 2023. Units and Values remain subject to change as the masterplanningand design process progresses.

The standard terms under the Northbrook Occupational Right Agreement will provide for a 30% Deferred Management Fee over a four-year

period for independent living units and a 30% Deferred Management Fee over a two-year period for care suites.

Northbrook

1

LocationProject statusPre-selling

Independent and

Serviced Retirement

Units

Care Suites

Total Units and Suites

Wynyard QuarterAuckland

Resource consent granted, show

apartment complete, works to commence

FY24

Yes11935

154

WanakaWanaka

Resource consent granted, works

underway, show apartment is nearing

completion and we look forward to

welcoming people to it in early September

Commencing

September 2023

9632

128

ArrowtownArrowtown

Resource consent granted (amendment

underway), works underway and show

apartment under construction

Coming soon

17323

196

Launch BayAucklandResource consent submission underway

No

17539

214

Avon LoopChristchurchResource consent granted

No

17832

210

Total741161

902

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

•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.

•Winton has issued proceedings in the Auckland High Court under the Commerce Act, alleging anti-

competitive conduct by Government housing agency Kāinga Ora.

•An Amended Statement of Claim has recently been filed in the Auckland High Court to include the

provisionally assessed amount of $138.5m in damages plus costs and interest, which represents

Winton’s view as to the quantum of the loss it has suffered as a result of Kāinga Ora’s alleged anti-

competitive conduct.

•Winton is seeking Court declarations that Kāinga Ora’s conduct is unlawful and in breach of the

Commerce Act, and an order requiring Kāinga Ora to consider Sunfield for assessment under the

UDA, as well as substantial damages for Kāinga Ora’s conduct to date.

Sunfieldis an interconnected '15 minute' neighbourhood located in

Papakura Auckland, where residents can work, live and play. By integrating

recreation, health, schools, employment and retail, close to residential

areas, the day to day needs of a diverse kiwi community can be reached in

15 minutes. Enabling a car-less, solar powered neighbourhood allows for

truly local living and takes a big step towards New Zealand's goal of carbon

neutrality.

Key features:

•3,643 healthy homes.

•50 hectares of employment land.

•22.8 hectares of parks and wetlands.

•Creates over 11,000 permanent jobs¹.

•90% less cars¹.

•Solar power throughout project.

Sunfield

14

Notes: 1.Management estimates.

SUNFIELD AUCKLAND

Financial Overview
AYRBURN

ARROWTOWN

FY23 Financial Performance
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 FY23 represents a record year of delivery.

16

Statement of Financial PerformanceFY23FY23 PFI

1

Movement

FY22

MovementNZ$m (unless indicated otherwise)Year EndedYear EndedYear Ended

30-Jun-2330-Jun-2330-Jun-22

Revenue211.4344.7(133.3)159.551.9

Number of settled units (#)565698(133)449116

Average revenue per unit (NZ$000)374494(120)35519

Cost of sales

(102.7)(184.1)81.4(87.1)(15.6)

Gross profit108.7160.6(51.9)72.436.3

Gross profit margin51.4%46.6%4.8%45.4%6.0%

Rent income3.7-3.70.13.6

Other income6.0-6.02.04.0

Fair value gain on investment properties

6.8-6.8-6.8

Expenses

(29.6)(23.1)(6.5)(23.5)(6.1)

Offer costs

---(6.0)6.0

EBITDA95.6137.5(41.9)45.050.6

Depreciation and amortisation

(1.4)(0.7)(0.7)(0.8)(0.6)

Net interest income1.01.0-0.40.6

Net profit before tax95.2137.8(42.6)44.650.6

Income tax expense

(30.6)(39.0)8.4(12.9)(17.7)

Profit after income tax64.698.8(34.2)31.732.9

Pro forma EBITDA95.6137.5(41.9)50.844.8

Pro forma Profit after income tax64.698.8(34.2)36.228.4

Financial Performance

•Winton has produced a record year of delivery, settling 565 units; driving

revenues of $211.4 million.

•Revenue was lower than PFI by 38.7%, owing to inclement weather conditions in

FY23 delaying the timing of project completion.

•Cost of sales reflects the cost of the land and to develop the land and property for

sale, and are recognised in alignment with revenue. The increase in Cost of sales

reflects a 25.8% increase in volume.

•Improved Gross Profit and Margin was a result of the product mix that settled in

the year. 78% of settlements came from lots which produce a higher margin.

•Rental income inflows result from the settlement of Cracker Bay (formerly Pier

21) and tenanting of Lakeside Commercial.

•Expenses increased alongside additional headcount and new litigation during

FY23.

•Earnings were delivered at the lower end of guidance (between $72.4 million and

$82.4 million), being NPAT excluding any unconfirmed fair value revaluation of

investment properties for FY23, with post tax earnings totalling $73.8 million for

the period. A reconciliation is provided below.

NPAT Reconciliation to February 2023 GuidanceNZ$m

Profit After Income Tax64.6

Fair Value revaluation of investment properties H2 FY238.7

Tax impact of fair value revaluation of investment properties H2 FY230.5

Profit after income tax excluding revaluation of investment properties 73.8

Financial Position
•Winton continues to operate on an ungeared basis, providing flexibility as we

enter FY24.

•Cash remains strong at $76.3 million.

•Inventories are raised from FY22 by 41.1% and 24.9% from PFI. This is a result of

development progress, and delayed settlements due to inclement weather.

•Investment properties have increased from FY22. This increase is driven by the

settlement of the Cracker Bay and Wynyard Quarter purchases in the period,

alongside fair value gains recognised in FY23.

FY23 Financial Position

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.

17

Statement of Financial PositionFY23FY23 PFI

1

FY22

NZ$m (unless indicated otherwise)As atAs at

Movement

As at

Movement

30-Jun-2330-Jun-2330-Jun-22

Cash and cash equivalents76.396.3(20.0)204.8(128.5)

Inventories256.7205.651.1181.974.8

Investment properties (inc. deposits)207.5255.1(47.6)87.7119.8

Property, plant and equipment40.52.138.416.124.4

Other assets9.60.39.36.43.2

Total assets590.6559.431.2496.993.7

Accounts payable and other liabilities41.228.013.225.216.0

Taxation payable23.440.2(16.8)8.015.4

Deferred tax liabilities15.61.514.19.66.0

Total liabilities80.269.710.542.837.4

Net Assets510.4489.720.7454.156.3

NTA cents per share171.2165.16.1153.118.1

FY23 Statement of Cash Flows
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 maintains a strong cash position with zero debt.

18

Statement of CashflowsFY23FY23 PFI

1

FY22

NZ$m (unless indicated otherwise)

Year EndedYear Ended

Movement

Year EndedMovement

30-Jun-2330-Jun-2330-Jun-22

Cash flows from operating activities

Receipts from customers221.5338.5(117.0)157.963.6

Payment to suppliers and employees(165.7)(144.5)(21.2)(132.1)(33.6)

Development land purchases(43.8)(44.1)0.3(17.5)(26.3)

Other operating activities(0.1)(7.2)7.1(16.9)16.8

Net cash flows from operating activities11.9142.7(130.8)(8.6)20.5

Cash flows from investing activities

Investment property purchases(101.3)(197.0)95.7(58.7)(42.6)

Acquisition of property, plant and equipment(26.2)(0.3)(25.9)(7.2)(19.0)

Other investing activities(1.4)-(1.4)-(1.4)

Net cash flows from investing activities(128.9)(197.3)68.4(65.9)(63.0)

Cash flows from financing activities

Proceeds from primary issuance---350.0(350.0)

Payment of offer costs---(18.5)18.5

Release of restricted cash---43.1(43.1)

Repayment of MMLIC facility---(130.0)130.0

Dividends paid to shareholders(9.3)(12.4)3.1-(9.3)

Payment of lease and other liabilites(2.2)-(2.2)(0.3)(1.9)

Net cash flows from financing activities(11.5)(12.4)0.9244.3(255.8)

Net increase in cash and cash equivalents(128.5)(67.0)(61.5)169.8(298.3)

Cash and cash equivalents at beginning of the period204.8163.341.535.0169.8

Cash and cash equivalents at the end of the period76.396.3(20.0)204.8(128.5)

Cashflows

•Net operating cashflows are increased by $20.5 million, a result of a record year

of settlements.

•Payments to suppliers and employees increased due to higher headcount, and

progression of works onsite.

•Development land purchases relate to The Villard Apartments and Sunfield in

FY23.

•Investing activity has increased, as Winton expands its retirement and commercial

offerings, driving a $42.6 million increase in investment acquisition cash outflows

relating to Cracker Bay and Wynyard Quarter.

•Increased property, plant and equipment is a result of significant progress at the

Ayrburn Precinct, which readies for opening in FY24.

•Dividends are paid following the release of interim and year end results.

FY23 Dividend
•The Board of Directors has declared a 2.1600 cent net dividend per share. This

is in line with guidance issued in February 2023 and reaffirmed in June 2023.

•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,

excluding any unrealised valuation movement in investment properties.

•We continue to declare and pay dividends 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 final dividend for FY23 in line with guidance.

19

LAKESIDE

TE KAUWHATA

Reconciliation to dividend declaredNZ$m

Profit After Income Tax64.6

Fair Value Gain 30 Jun 2023(6.8)

Tax impact of Fair Value Gain 30 Jun 20234.8

FY23 Distributable Profit62.6

FY23 Distributable (20%)12.5

Dividends declared in the yearPayment dateAmount paid

2.06 cents per qualifying ordinary share22-Feb-236.1

2.16 cents per qualifying ordinary share12-Sep-236.4

Total payments12.5

ESG Overview
AYRBURN

ARROWTOWN


Development contributions of $11.7 million paid towards improving infrastructure and

long-term growth of the regions Winton operates

ESG FY23 – Creating thriving neighbourhoods





Persisted in consideration of carless and solar powered Sunfieldneighbourhood under

UDA pathway


Planted ~35,000 trees and plants throughout Winton neighbourhoods

Submitted design for first building with Homestar 6 rating

Created more job opportunities through new business units


Delivered 565 units, positively contributing to NZ’s housing supply


Supported local, 93% of onsite works by top 20 contractors went to local businesses


Completed first emissions inventory

Completed Health and Safety review and implemented Master H&S System


Finalised sustainability framework

21

AYRBURN

ARROWTOWN

ESG – FY24
22

•Emission reduction targets and emission

reduction plan.

•Complete Scope 3 emissions

measurement.

•Climate-related disclosures

implementation.

•Winton sustainability standards for design

and development.

•Implement the new sustainability

framework.

•Determine and measure H&S metric.

•New policies to support the sustainability

framework.

FY24 ESG Priorities

NORTHLAKE WANAKA

TO DATE, WE HAVE PLANTED OVER

238,000

TREES AND PLANTS

IN WINTON NEIGHBOURHOODS

AND DELIVERED

~270,000 SQM

IN SHARED SPACES

Market and Outlook
LAUNCH BAY

HOBSONVILLE POINT

800,000
900,000

1,000,000

1,100,000

1,200,000

1,300,000

Quarters ending

Market and Outlook

The New Zealand housing market has faced headwinds over the past 18 months, however as we head into FY24 there are strong indicators that

the market is near to or at the bottom.

Notes: 1. Data has been sourced from StatsNZ. 2. Assessment of the Housing System: with insights from the Hamilton-Waikato Area – The Housing Technical Working Group. 3. MBIE data provided by

KPMG.

Slower building starts

•New consents for dwellings have fallen nationally, with an annualised decline 21% in

June 2023¹.

•Ready-mix concrete volumes provide an indicator of construction activity. Lower

housing supply resulting from lower activity will create supply side constraints in the

New Zealand housing market.

•Land supply continues to be constrained by current policy, with restrictions on

existing urban land intensification continuing. A 2022 report by The Housing

Technical Working Group, which included the Treasury, found that the supply of land

continued to be a contributing factor to housing and rental price increases².

•Construction insolvencies have grown 85% from FY22 to FY23³.

11% annualised

decline

24

2,200

2,600

3,000

3,400

3,800

4,200

4,600

5,000

5,400

JanFebMarAprMayJunJulAugSepOctNovDec

Building consents issued¹

202120222023Long-run average, 2000 - present

Volume of ready-mix concrete (m³)¹

1350
1400

1450

1500

1550

1600

1650

1700

1750

Rental flow index New Zealand¹

Market and Outlook

Notes: 1. Data has been sourced from StatsNZ. 2. Investor insights report July 2023, Crockers and Tony Alexander.

Increasing rental prices

The rental market appears to be showing signs of recovery, with an increase in the desirability of new builds,

partly owing to current interest rate deductibility rules.

•Rental price growth slowed in September 2021, just prior to the peak of the housing market in November

2021.

•Rental price growth has shown upward sentiment since January 2023.

•The ease at which landlords can find good tenants is the strongest in 2 years², following high net migration

post-Covid.

•Interest deductibility rules favour new builds, with up to 20 years interest deductibility on new builds.

•Investors who intend to raise rents within the next six months are targeting a 6.3% increase in July 2023, an

increase from 5.9% in June and 5.7% in May².

Rental price growth rate slows

prior to house price peaks in

November 2021

Rental price growth rate

increases again

25

Rental prices have shown signs of upward sentiment, and are a key leading indicator of

property price sentiment.

JIMMY’S POINT

LAUNCH BAY

Rental price stability

Notes: 1. Data has been sourced from StatsNZ. 2. NZ Insight: How does immigration affect the New Zealand economy? – ANZ. 3. Westpac expects 8% house price rise in 2024 – Miriam Bell, Stuff.
Increased net migration

•Net migration in the year ending June 2023 totalled 87k people. This

compares to the 2015 to 2019 average of 56k people per annum.

•In 2021 ANZ forecasted that house prices would double in five years if

net migration returned to pre-Covid levels². Net migration remains

above long term averages.

•In an August 2023 article by Stuff, Westpac has forecast an 8% house

price rise in 2024³.

•The 2022 population estimate by StatsNZ placed the estimated

population of New Zealand at 5.1m people in 2023, and 5.9m in 2043¹.

This would require an additional c.287,000 dwellings at the current

household density of 2.7¹ people per household. We note that if current

high immigration levels continue, population increase may be greater

than originally forecast.

Ageing population contributes to decreasing

household size

•The proportion of those aged 65 and over is projected to increase from

16% in 2022 to 22% by 2043, longer term this group is expected to make

up over 25% of the population¹.

•Household size is forecast to decrease from 2.7 people per household in

2018 to 2.6 people per household in 2043¹.

•“Couple-only and one-person households are more common in areas

with older populations” – Susan Hollows, Senior Manager – Census data

delivery.

15%

20%

25%

30%

202220232028203320382043204820532058206320682073

Forecast % of 65+ Population¹

The compounding impact of high migration, reduced household sizes, and an ageing population will place pressure on the already short housing supply.

Market and Outlook

26

-20,000

0

20,000

40,000

60,000

80,000

100,000

201520162017201820192020202120222023

Annual Net Migration returns to pre-Covid levels¹

Annual net migrationAverage net migration 2015-2019

•NZ housing market has faced headwinds over the past eighteen months, however as
we head into FY24 there are strong indicators that the market is near to or at the

bottom of the cycle.

•FY23 results were the outcome of a number of years of development and due to

completion timing, a standout year for settlements and revenue recognition.

•For FY24, the timing of completed units and the type means revenue will be lower

than FY23.

•We will continue to keep the market informed of our plans and progress with the

business but will not issue formal guidance, this allows us to focus on operating the

business for maximum long-term shareholder value.

Winton continues to operate with financial discipline to enable us to thrive

through the cycle.

Market and Outlook

27

BEACHES

MATARANGI

NORTHBROOK
AVON LOOP

Questions

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 2023.

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.

Whilst every care has been taken in the preparation of this presentation, Winton makes no representation or warranty as to the accuracy 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.

DISCLAIMER

Important Notice and Disclaimer

29

Simon Ash
Chief Operating

Officer

Justine Hollows

General Manager,

Corporate Services

Duncan Elley

General Manager,

Project Delivery

•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 of experience in land development, real

estate, finance and investment management.

•Responsible for delivery of development projects.

•Previously at Chenavari Investment Managers and Capmark

Bank Europe plc.

Presenting Today

Management Team

Jean McMahon

Chief Financial Officer

Chris Meehan

Chief Executive Officer

APPENDIX 1

•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.

31

A bridge summary of pro forma EBITDA and NPAT.
All values in $m

FY23FY23 PFIFY22

Selected Financial Information

Year Ended

30 Jun 2023

Year Ended

30 Jun 2023

Movement

Year Ended

30 Jun 2022

Movement

Earnings before interest expense, taxation and

depreciation (EBITDA)

95.6137.5(41.9)45.050.6

Pro forma adjustments:

Transaction costs relating to the Offer

---5.9(5.9)

Incremental listed company costs

---(0.1)0.1

Total pro forma adjustments:

---5.8(5.8)

Pro forma EBITDA

95.6137.5(41.9)50.844.8

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.

No pro forma adjustments have been identified relating to FY23.

All values in $m

FY23FY23 PFIFY22

Selected Financial Information

Year Ended

30 Jun 2023

Year Ended

30 Jun 2023

Movement

Year Ended

30 Jun 2022

Movement

Profit after income tax

64.698.8(34.2)31.633.0

Pro forma adjustments:

Transaction costs relating to the Offer

---5.9(5.9)

Incremental listed company costs

---(0.1)0.1

Tax impact of pro forma adjustments

---(1.2)1.2

Total pro forma adjustments:

---4.6(4.6)

Pro forma Profit after income tax

64.698.8(34.2)36.228.4

Reconciliation of Pro Forma EBITDA and NPAT

APPENDIX 2

32

CommunitiesLocationTarget units
1

Settled

2

Target units

remaining

1

Pre Sold Units

2

1. NorthlakeWanaka

972(634)33885

2. LakesideTe Kauwhata

1,672(730)942930

3. Launch BayHobsonville

350(71)27934

4. SunfieldAuckland

3,957-3,957-

5. Wynyard QuarterAuckland

183-1831

6. Avon LoopChristchurch

210-210-

7. Northbrook ArrowtownQueenstown

196-196-

8. Ayrburn Farm & PrecinctArrowtown

46(2)44-

9. BeachesMatarangi

330(280)5030

10. North RidgeCessnock (AU)

358(159)1996

11. River TerraceCromwell

18(16)21

12. ParnellAuckland

6-6-

13. BridesdaleFarmQueenstown

138(137)1-

14. Cracker BayAuckland

----

Total8,436(2,029)

6,4071,087

Winton’s 14 communities, with 13 in New Zealand and 1 in Australia.

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2023. Target total units, target

product mix and target settlement period may change, including due to planning outcomes and market demand. 2. Settled and Pre-so ld units as at 30 June 2023.

Target units remaining by type

ResidentialRetirementCommercial

20012810

930-12

65214-

3,643-314

221547

-210-

-19616

21-7

49-1

199--

2--

5-1

--1

---

5,136902369

Neighbourhood Summary

33

APPENDIX 3

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 2023 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2023. Target total units, target product mix

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

2. FY24-25 Residential and FY26 Campsite. See Compendium.

34

Development Staging

Project NameLocation

Target units

remaining

1

FY24FY25FY26FY27FY28FY29FY30FY31FY32+

NorthlakeWanaka210

LakesideTe Kauwhata930

Launch BayHobsonville65

SunfieldAuckland3,957

AyrburnArrowtown21

BeachesMatarangi50²

North RidgeCessnock (AU)199

River TerraceCromwell2

ParnellAuckland6

Bridesdale FarmQueenstown1

Villard Wynyard

Quarter

Auckland22

Total Development5,463

APPENDIX 4

Planning, Design and Zoning/Consent Construction SettlementsComplete, held as investment
Winton holds investment properties to benefit from annuity income.

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2023. Target total units, target product mix

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

35

Development Staging (cont.)

Project NameLocation

Target units

remaining

1

FY24FY25FY26FY27FY28FY29FY30FY31FY32+

Northbrook Wynyard

Quarter

Auckland154

Northbrook Avon LoopChristchurch210

Northbrook ArrowtownArrowtown196

Northbrook WanakaWanaka128

Northbrook Launch BayHobsonville214

Total Retirement902

Lakeside CommercialTe Kauwhata12

Ayrburn PrecinctArrowtown23

Northbrook Wynyard

Quarter Commerical

Auckland7

Total Commercial42

Total Portfolio6,407

APPENDIX 4

Project #ProjectLocation
Unsettled

units

1

1Northlake: Residential LotsWanaka148

2Northlake: TownhousesWanaka27

3Northlake: ApartmentsWanaka25

4Lakeside: ResidentialTe Kauwhata930

5Launch Bay: The OvationHobsonville6

6Launch Bay: Townhouses and ApartmentsHobsonville29

7Launch Bay: Jimmy's PointHobsonville30

8Sunfield: ResidentialAuckland3,643

9The Villard: ApartmentsAuckland22

10Ayrburn Farm: ResidentialArrowtown21

11Beaches: Residential LotsMatarangi49

12North Ridge: Residential LotsCessnock (AU)199

13River Terrace: DwellingsCromwell2

14Parnell: ApartmentsAuckland5

Total5,136

36

Project Summary

APPENDIX 5

Winton’s 14 communities comprise of 26 projects with different target periods and product mix.

Residential

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

37
Project Summary

APPENDIX 5

Retirement

Commercial

Project #ProjectLocation

Unsettled

units

1

Northlake: Commercial

(within Northlake Apartments project)

Wanaka10

20Lakeside: Village Shopping CentreTe Kauwhata12

21Sunfield: CommercialAuckland314

Northbrook: Wynyard Quarter Commercial

(within Northbrook Wynyard Quarter Retirement project)

Auckland7

Northbrook: Arrowtown Commercial

(within Northbrook Arrowtown Retirement project)

Queenstown16

22Ayrburn Farm: Domain Restaurant PrecinctArrowtown7

23Beaches: Holiday ParkMatarangi1

24Parnell: CommercialAuckland1

25Bridesdale Farm: CommercialQueenstown1

26Cracker BayAuckland-

Total

369

Project #ProjectLocation

Unsettled

units

1

15Northbrook: WanakaWanaka128

16Northbrook: Launch BayHobsonville214

17Northbrook: Wynyard QuarterAuckland154

18Northbrook: Avon LoopChristchurch210

19Northbrook: ArrowtownArrowtown196

Total

902

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Northlake Residential Land
Description

•634 residential lots have been developed and settled as at 30 June 2023.

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

works underway on Stage 17.

•Settlements of these residential lots will occur progressively following

their completion.

Target product mix

1

Residential lots.

Target units remaining

1

148

Target settlement period

1

FY24 – FY26

Property Compendium

APPENDIX 6

38

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Northlake Townhouses

Description

•27 two-level Townhouses are under construction adjacent to the

Northlake Village Centre.

•Construction is significantly progressed and completion is expected Q2

FY24.

Target product mix

1

Residential Townhouses.

Target units remaining

1

27

Target settlement period

1

FY24 – FY25

Property Compendium (cont.)
APPENDIX 6

39

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Northbrook Wanaka

Description

•A ~128-unit retirement village consisting of ~96 independent and

serviced units 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.

•Civil works progressing and sales complete.

•Construction works are to commence in Q2 FY24.

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

128

Target settlement period

1

FY25 – FY28

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 with the sale of Commercial

tenancies progressing.

•Construction is significantly progressed, with interior fitout currently

underway.

Target product mix

1

Apartments and Commercial tenancies.

Target units remaining

1

25 apartments and 10 commercial units.

Target settlement period

1

FY24

Lakeside Residential
Description

•Lakeside comprises a 179 hectare parcel of waterfront development

land located within the heart of the “Golden Triangle” of Auckland,

Hamilton and Tauranga.

•The private plan change (which became operative in July 2018) to

rezone the property to residential allows the development of over

1,659 residential lots, a 12 lot commercial precinct and primary school.

•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.

•Stage 3 is well underway with substage 3D (75 lots) already settled in

FY23 and further substages due to settle over FY24 – FY25.

Target product mix

1

Residential lots.

Target units remaining

1

930

Target settlement period

1

FY24 – FY29

Lakeside Village Centre

Description

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

precinct located at the centre of the Lakeside development which

opened in FY23.

•The Lakeside Village Centre consists of office and retail tenancies, a

café / restaurant, childcare facility and general store with off-street

parking and fronting onto a neighbourhood playground; a total of 12

units.

Target product mix

1

Commercial units.

Completed units

1

12

Property Compendium (cont.)

APPENDIX 6

40

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Ovation Launch Bay
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.

•The apartments are complete, settlements commenced FY23 and the

remaining units are forecast to settle in FY24.

LocationAuckland

Target product mix

1

Apartment units and townhouses.

Target units remaining

1

6

Target settlement period

1

FY24

Launch Bay Townhouses 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 and enjoys water

views.

•The Townhouses are complete with settlements commencing Q1 FY24.

LocationAuckland

Target product mix

1

Townhouses and Apartments.

Target units remaining

1

29

Target settlement period

1

FY24

Property Compendium (cont.)

APPENDIX 6

41

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Property Compendium (cont.)
APPENDIX 6

Jimmy’s Point Launch Bay

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 and continues at pace.

Target product mix

1

Apartments units.

Target units remaining

1

30

Target settlement period

1

FY25

Northbrook Launch Bay

Description

•A ~214-unit retirement village consisting of ~175 independent and

serviced units and ~39 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.

•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 product mix

1

Retirement village units and care suites.

Target units remaining

1

214

Target settlement period

1

FY26 – FY28

42

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Sunfield
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 a direct 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 the property 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 Development Act 2020 legislation to seek a

rezoning of the property to allow the proposed development of the masterplanned

community. Winton’s submission under the Urban Development Act legislation was

declined in April 2022.

•Winton is 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 pursuing 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

3,957

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

FY28 – FY39

Property Compendium (cont.)

APPENDIX 6

43

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

The Villard Apartments
Description

•A development consisting of 22 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

22

Status

•Resource consent has been granted.

•Construction is expected to commence in Q2 FY24.

Target settlement period

1

FY27-FY28

Northbrook Wynyard Quarter

Description

•A ~154-unit retirement village consisting of ~119 independent and serviced

units and ~35 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.

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

154 retirement and 7 commercial.

Status

•Resource consent has been granted.

•Construction is expected to commence in Q2 FY24.

Target settlement period

1

FY27-FY28

Property Compendium (cont.)

APPENDIX 6

44

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Northbrook Avon Loop
Description

•A ~210-unit retirement village consisting of ~178 independent units and

serviced 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.

Target product mix

1

Retirement village units and care suites.

Target units remaining

1

210

Status

•Resource consent has been granted.

•A building consent application has been lodged.

•Construction will commence upon receipt of the building consent.

Target settlement period

1

FY26 – FY30

Property Compendium (cont.)

APPENDIX 6

45

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

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 ~196-unit retirement village consisting of ~173

independent and serviced 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

196

Status

•An application to vary the existing hotel resourceconsent

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

FY26 – FY29

Property Compendium (cont.)

APPENDIX 6

46

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Property Compendium (cont.)
APPENDIX 6

Ayrburn Farm

Description

•Ayrburn Farm comprises an approximately 42 hectare parcel of land

located in the heart of the growing Arrowtown and Lake Hayes basin.

•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 21 rural lifestyle lots

with a minimum size of 6,000m

2

.

•The Environment Court hearing was held in July 2022. A decision is still

to be provided.

Target product mix

1

Residential lots.

Target units remaining

1

21

Target settlement period

1

FY26

Ayrburn Domain 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. Stage 1 is almost complete and due to open in H1 FY24,

with further development expected to be staggered over the coming

years.

•Completion of the project is expected to occur over the next 2-3 years.

Target product mix

1

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

door, offices, and function venue.

Target units remaining

1

23

47

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Beaches
Holiday Park, Beaches

Description

•Matarangi is a popular tourist town on the Coromandel Peninsula.

•Stages 3 to 13 are complete.

•Stages 14 and 15 are consented with works underway due for

settlement in FY24-FY25.

•Settlements of these residential lots will occur progressively following

their completion.

Target units remaining

1

49

Target product mix

1

Residential lots.

Target settlement period

1

FY24-FY25

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.

Target units remaining

1

1

Target product mix

1

Holiday Park.

Target settlement period

1

FY26

Property Compendium (cont.)

APPENDIX 6

48

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

North Ridge
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 completed, with 105 settled in FY23 and the balance

of 17 lots due to settle in FY24.

•Future stages are awaiting resource consents.

•Settlements of these residential lots will occur progressively following

their completion from FY26 onwards.

LocationCessnock, NSW

Target units remaining

1

199

Target product mix

1

Residential Lots.

Target settlement period

1

FY24, FY26 – FY27

Property Compendium (cont.)

APPENDIX 6

49

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

River Terrace
Description

•17 large lifestyle blocks, 15 of which have been settled as lots during

FY23.

•1 commercial lot, which was settled during FY23.

•Two dwellings have been constructed to be offered to the market as

‘house and land’ packages. 1 pre-sold as at FY23 with 1 unsold.

Target units remaining

1

2

Target product mix

1

Dwellings.

StatusAs detailed above.

Target settlement period

1

FY24

Parnell

Description

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

developed into 5 Apartments and 1 Commercial block.

•Resource consent received in FY23 and demolition work completed.

Target units remaining

1

5 Apartments and 1 commercial block.

Target product mix

1

Residential lots and Commercial.

Target settlement period

1

FY25

Property Compendium (cont.)

APPENDIX 6

50

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

BridesdaleFarm
Description

•Bridesdale Farm is a residential master planned community located in

Lake Hayes Estate, Queenstown.

•137 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 to enable recreation activities.

•An application for a building platform on the remaining balance land is

currently being processed.

Target units remaining

1

1

Target product mix

1

Balance lot.

Target settlement period

1

FY25

Property Compendium (cont.)

APPENDIX 6

51

Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target

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

Cracker Bay

Description

•1.2-hectare block within Wynyard Quarter located on Westhaven Drive,

Auckland.

•Comprises office building, dry stack storage, marina business and retail.

•Winton has plans to revitalise the site, including extendingthe

Westhavenwaterfront walkway.

•Redevelopment of the office expected to commence in early FY24, with

the development of a private yacht club, redevelopment of the existing

retail spaces, wedding venue, waterfront café/restaurant, and

revitalised wet berths to follow.

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

the perfect space for our flagship Northbrook sales suite.

•Cracker Bay comprises multiple assets and is adjacent to our ~5,000

sqm Northbrook Wynyard Quarter site.

Target product mix

1

Office Space, Boat Storage/Marina and Hospitality.

---

ANNUAL REPORT
2023

Winton builds

neighbourhoods

Key Highlights 1
Letter from the Chair and CEO 2

Financial Commentary 8

Northbrook Update 9

Completed Projects 12

ESG 18

Leadership and Governance 34

Financial Statements 37

Corporate Governance 71

Directory 91

Contents

AYRBURN

ARROWTOWN

WINTON LAND LIMITED ANNUAL REPORT 20231
$211.4M

REVENUE

UP 32.5% ON FY22

51.4%

GROSS PROFIT

MARGIN

30.6%

NPAT MARGIN

ZERO

DEBT

$76.3M

CASH AND CASH

EQUIVALENTS

6,407

UNITS1

LANDBANK YIELD

78%

2


OF PORTFOLIO

(BY UNITS) ARE

RESIDENTIAL LOTS

LIMITING EXPOSURE

TO CONSTRUCTION

902

RETIREMENT

LIVING UNITS YIELD

ACROSS 5 LOCATIONS

520

TOTAL

SHAREHOLDERS

65

EMPLOYEES

$419.3M

3

OF GROSS

PRE-SALES SECURED

26

CURRENT PROJECTS

14

MASTERPLANNED

COMMUNITIES

565

UNITS DELIVERED

AND SETTLED

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

2 Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans current

as at 30 June 2023. Target total units, target product mix and target settlement period may change, including due to planning

outcomes and market demand.

3 Pre-sales are as at 30 June 2023.

$108.7M

GROSS PROFIT

$64.6M

NET PROFIT

AFTER TAX

Key highlights

2
Letter from Chris Meehan

CEO and Chair

A record year for delivery and settlements

during the 12 months ending 30 June 2023

(FY23) resulted in post tax earnings of

$73.8 million1 and $211.4 million revenue,

32.5% higher compared to FY22 and

attributable to 565 units

2

settling.

This is a significant effort by the team to deliver so many

units and is the outcome of many years of preparation and

development. The timing of delivery meant we settled more

units than we ever have before and 116 units more than FY22,

including land lots, dwellings, townhouses and apartments.

Revenue was skewed to the second half, with 59.8%

delivered in H2 FY23.

As a result of top-line growth, we delivered a gross profit of

$108.7 million and a gross profit margin of 51.4% compared to

$72.4 million and 45.4%, respectively, in FY22. Earnings before

interest, tax, depreciation and amortisation (EBITDA) increased

88.1% to $95.6 million compared to $50.8 million3 pro forma

EBITDA in FY22. Net profit after tax (NPAT) was $64.6 million,

78.6% higher than FY22 pro forma NPAT of $36.2 million.

It has been a big year at Winton. We adapted to and

completed our first full year as a listed company, delivered

our largest number of units in a year, navigated an extremely

wet construction season, launched sales for Northbrook

Wynyard Quarter and received resource consent for three

Northbrook locations. We also grew the Winton team to

65 people, predominantly to begin the resourcing of our

Northbrook and Ayrburn business units. The team has taken

it in its stride, and we are all collectively looking forward to

the year ahead and the programme of work to be delivered.

As we have communicated over the past 18 months,

the residential sales environment has been slower. The

significant pre-sale book we had built up has done exactly

what it was meant to and protected future revenue. We

also locked in supply contracts well in advance to minimise

the cost increases from supply chain issues and inflation,

which reduced volatility within the cost of sales compared

to some of our peers.

With a big year in settlements and a slower market, as

expected, our pre-sale book has decreased to $419.3 million.

In a slower residential market, it is more difficult to get

pre-sales as the traditional discount to buy off the plans is

less appealing to buyers if they perceive the market may

fall further during the time of construction. This strategy

of discounted pre-sales is a natural hedge for potential

defaults as we can often sell a property at the same price


or better once completed.

Despite the market challenges, we are in a compelling and

enviable position. We still have zero debt, cash holdings of


$76.3 million, and an existing landbank with a potential yield

of over 6,000 units.

1 Post tax earnings of $73.8 million were at the lower end of guidance

(between $72.4 million and $82.4 million) being NPAT excluding H2 FY23 fair

value revaluation of investment properties. A reconciliation can be found on

page 16 of the investor presentation.

2 Units comprise residential land lots, dwellings, townhouses, apartments,

retirement living units and commercial units.

3 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 on page 32.

ALTA VILLAS

NORTHLAKE

WANAKA

WINTON LAND LIMITED ANNUAL REPORT 20233
Operational

Following on from a busy first half, in

the second half, we delivered 346 units

completing stage 3D at Lakeside in

Te Kauwhata, stages 9-13 at Beaches

Matarangi, stages 3-6 at North Ridge

Cessnock, and stage 16 and the Duplex

Townhouses at Northlake. This takes the

total for the year to 565 units.

The Village Centre at Lakeside Te Kauwhata was completed

at the end of the financial year. We already have some great

tenants, including a supermarket, a childcare, a fitness centre,

a barbershop, and the Kāinga Ora sales office. We look

forward to seeing the Village Centre be put to great use and

become a vibrant place for the community. At Lakeside, we

also completed the design for the 60+ hectares of shared

spaces in collaboration with Kāinga Ora and local iwi. We look

forward to working on this during FY24.

In June we formally launched the Northbrook Wynyard

Quarter offering after completing a full-sized show apartment

and sales office. We couldn’t be happier with how the launch

went, with the concept of luxury later living taking hold and

connecting with our target market. On the first weekend, we

had over 400 people through the show suite. Strong numbers

of people continue to visit and we are seeing good levels

of sales contracts put in place. What resonated most with

buyers is the ability to continue living the way they want and

within a five-star residence with stunning water views.


We continue to deliver key milestones, which Julian has

detailed on page 9.

At Ayrburn Arrowtown, we are nearing the end of

construction and started hiring key personnel for when

the hospitality precinct opens. Ayrburn will perfectly

complement the luxury later living offering at Northbrook

Arrowtown and provide a destination for many to enjoy.

At Sunfield, we continued progressing the 50 hectares of

the property that is currently zoned future urban with a

more traditional masterplan supported by current regulation.

Meanwhile, we continue to pursue alternate legislative

pathways to rezone the remaining c.150 hectares of the

Sunfield land, including the Resource Management Act.

As previously communicated, Winton has issued

proceedings in the Auckland High Court under the

Commerce Act, alleging anti-competitive conduct by

the Government housing agency Kāinga Ora. Winton is

seeking Court declarations that Kāinga Ora’s conduct

is unlawful and in breach of the Commerce Act, and

an order requiring Kāinga Ora to consider Sunfield

for assessment under the UDA, as well as substantial

damages for Kāinga Ora’s conduct to date which were

recently quantified in an Amended Statement of Claim.

The provisionally assessed amount of $138.5m in damages

plus costs and interest represents Winton’s view of the

quantum of the loss it has suffered due to Kāinga Ora’s

alleged anti-competitive conduct. This is not a process

that we have taken lightly, but we believe their current

conduct is fundamentally flawed.

LAKESIDE

TE KAUWHATA

4
NORTHBROOK

WANAKA

ARTIST IMPRESSION

WINTON LAND LIMITED ANNUAL REPORT 20235
Environmental, Social and

Governance Update

This year, we have focused on building

the foundation to drive and communicate

our ESG framework and impact.

Most recently, our senior management team adopted

a sustainability framework, with endorsement from the

Winton Board of Directors (the Board). The strategy outlines

our main focus areas within three pillars, reflecting the

interconnection with Winton’s business strategy and its

ability to operate long into the future. The sustainability

framework lays the foundation to minimise negative risks

and deliver positive impacts to continue to create thriving

neighbourhoods. We are proud of what we were already

doing, but the framework brings more structure and focus

on the areas where we can have the most impact.

In FY23, we completed our first emissions inventory for

Scope 1, Scope 2, and some Scope 3 emissions. For our

following inventory, we are working towards including

more Scope 3 emissions and adding reduction targets.

In FY22, we initiated a process that would formalise our

commitment to health and safety and create a structure fit

for a growing company in our industry to keep employees,

contractors, and our wider communities safe. In FY23,

following a third-party company-wide health and safety

review, we have created a proactive master health and

safety system and specific plans for development and

construction. Training is underway for people of all

levels at Winton, and we look to formalising appropriate

monitoring metrics during FY24.

During FY24, we will build on the initial work we have

completed for climate-related disclosures, ensuring we

meet all requirements for our first mandatory disclosure

year ending 30 June 2024.

Board Changes

In June, Winton Board member Anna Molloy announced her

retirement from the Winton Board, effective from the close of

22 August 2023. On behalf of the Board and management,


I would like to thank Anna for her invaluable contribution and

commitment to Winton, particularly during the initial public

offering (IPO) and Winton’s transition to becoming a publicly

listed company.

The Board appointed Steven Joyce as a Director to the Winton

Board in June 2023. The Board has determined that Steven

is an Independent Director and will hold office until Winton’s

2023 Annual Meeting when he will retire and offer himself for

election by the shareholders. Steven will take over the position

of Chair of the Audit and Financial Risk Committee from 22

August 2023. We are delighted to have Steven join the Board.

He brings a wealth of experience to Winton with his vast

financial and economic skills and experience and pragmatic

and strategic insight.

Letter from Chris Meehan continued

6
Dividend

The Board declared a dividend of 2.16 cents

per share for the six months ending,


30 June 2023.

This is in addition to the 2.06 cents per share dividend that

was declared and paid for the first half of FY23, bringing the

total dividend for the year to 4.22 cents per share, reflecting

20% of distributable earnings.

The dividend is in line with our dividend policy, updated in

February 2023 to exclude any unrealised valuation movements

in investment properties and within a pay-out ratio of

approximately 20-40% of full-year distributable earnings.

Market and Outlook

The New Zealand housing market has

faced headwinds over the past eighteen

months. However, as we head into FY24,

there are strong indicators that the market

is near to or at the bottom.

The housing market in New Zealand still has fundamental

issues constraining the housing supply. We believe some

homeowners will continue to struggle in the near term

with higher interest rates and high inflation, but increasing

immigration to New Zealand, constrained land supply, and

upward sentiment of rental prices, will put compounding

pressure on the already short housing supply.

The supply chain issues in the industry have cleared and

the ongoing cost increases in building supplies have

stopped. We have continued to see strain within the

industry, with an 85% increase in construction industry

insolvencies in FY23 compared to FY22. There will likely be

more, particularly where businesses are highly leveraged.

For Winton we continue to operate with financial discipline

both on land acquisition and sales to enable us to thrive

through the cycle and use it to our advantage as we build

prominence in the New Zealand property industry. In the

current economic turbulence, Winton is a financially stable,

experienced and trusted developer, delivering reliable,

high-quality product. For all those reasons, builders want

to work for us and price accordingly.

As I stated earlier, results for FY23 were the outcome of


a number of years of development and due to completion

timing, a standout year for settlements and revenue

recognition. Looking ahead to FY24, the timing of

completed units and the type means revenue will be

lower than FY23. Going forward we will naturally keep

the market informed of our plans and progress with the

business but do not expect to provide formal guidance,

to enable us to better focus on operating the business for

maximum long-term shareholder value.

We have an exciting year ahead and thank you for your

continued support as we deliver on our growth plans.


We are here to provide value to our shareholders but

without our employees, customers, contractors, regulatory

bodies, and investors, we wouldn’t be able to do that.

Chris Meehan

Chair and CEO

Letter from Chris Meehan continued

3 Refer to reconciliation on page 8.

WINTON LAND LIMITED ANNUAL REPORT 20237
JIMMY’S POINT

LAUNCH BAY

8
For the 12-month period ending 30 June

2023, Winton produced a record year


of delivery, with 565 unit settlements.

In delivering a record year of settlements,

FY23 revenue was $211.4 million, up 32.5%

compared to $159.5 million in FY22.

Revenue was lower than Winton’s Prospective Financial

Information (PFI) included in the PDS by 38.7%, a result of

inclement weather conditions in FY23, with timing of project

completion delayed until FY24. The 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 cost of the land and to develop the

land and property for sale. In FY23, Cost of sales was $102.7

million, up 17.9% from $87.1 million in FY22. Costs of sales are

recognised in alignment with revenue; therefore, the increase

is reflective of both a 25.8% increase in the volume of units

settled, and a 6.0% improvement in Gross Profit Margin.

Gross profit was $108.7 million, up 50.1% compared to FY22.

Gross Profit Margin for FY23 was 51.4% compared to 46.6%

in PFI and 45.4% in FY22; due to a higher average margin

from the product mix settled during FY23. Margins on land

lot settlements are typically greater than dwellings and

apartments for Winton.

Earnings were at the lower end of guidance (between

$72.4 million and $82.4 million), being NPAT excluding any

unconfirmed fair value revaluation of investment properties

for FY23, with post tax earnings totalling $73.8 million for

the period. A reconciliation is provided below.

NPAT RECONCILIATION TO FEBRUARY 2023 GUIDANCE 2023

Statutory NPAT

Fair value adjustment H2 ended 30 June 2023

Tax impact of fair value adjustment H2 ended 30 June 2023

$64.6m

$8.7m

$0.5m

NPAT excluding H2 FY23 fair value revaluation of investment properties

$73.8m

Rental income has increased significantly in the year as a

result of the purchase of Cracker Bay (formerly Pier 21) and

the tenanting of Lakeside Commercial totalling, $3.7 million.

Selling expenses were 12.6% lower than FY22 as a function

of reduced marketing spend, as cost was focussed on

completed projects and the Northbrook brand during the year.

Administrative expenses were increased due to additional

headcount and new litigation in FY23.

Profit after income tax for the period was $64.6 million

compared to $31.7 million in the comparative period but lower

than the PFI of $98.8 million.

As at 30 June 2023, cash and cash equivalents were


$76.3 million, compared to $204.8 million on 30 June 2022,

with the decrease in balance a result of the use of capital

raised during the IPO of $350 million for developments and

expansion of the business. Total assets were $590.6 million

and total liabilities were $80.2 million.

Financial Commentary

WINTON LAND LIMITED ANNUAL REPORT 20239
Northbrook offers luxury later

living in five exquisite locations

near the water’s edge.

Northbrook targets the high-end niche of New

Zealand’s growing and aging population that

has been underserviced by the existing large-

scale operators. Every Northbrook location

has independent residences and hospital-level

care within Northbrook.

Julian Cook

Director of Retirement

Northbrook Update

Northbrook residents can expect a five-star

lifestyle with spacious and private residences,

superior dining experiences, premium care

facilities if needed, and luxurious facilities

and amenities, including a fully equipped

gym, yoga studio, heated pool, spa pool,

infrared sauna, and garden areas. Each

location will have unique facilities and

amenities, like the Northbrook Wynyard

Quarter’s private marina and the Northbrook

Wanaka wood workshop.

The first five locations have a total yield of

902 units, including independent residences,

serviced units and care suites. The standard

terms under the Northbrook Occupational

Right Agreement will provide a 30% Deferred

Management Fee over a four-year period for

independent living residences and a 30%

Deferred Management Fee over a two-year

period for care suites.

NORTHBROOK

WYNYARD

QUARTER

10
Northbrook Update continued

After three years of designing Northbrook to

fulfil the luxurious brand vision and enable

efficient construction and operations, FY23 saw

us move ahead into construction and pre-sales.

We now have resource consent for three

locations; Wynyard Quarter, Wanaka, and

Avon Loop in Christchurch. An amendment

is underway for an existing resource consent

at Northbrook Arrowtown and we are well

progressed on an amendment for our existing

Launch Bay resource consent.

The FY23 highlight at Northbrook was the launch

of Northbrook Wynyard Quarter pre-sales and the

opening of the show apartment and sales office.

This entailed building a full-size apartment for

potential buyers to experience the sophistication

and spaciousness of a Northbrook residence.

We had hundreds of people through the suite

during the opening weekend and were delighted

with their response. The feedback was that there

wasn’t anything like this in New Zealand targeting

the top of the retirement market, the fit-out was

exceptional with fine finishing and thoughtful

design, and the amenity within Northbrook and

the associated Cracker Bay created a lifestyle they

couldn’t imagine anywhere else. Strong interest

has continued and translated into initial sales. We

look forward to construction starting at Northbrook

Wynyard Quarter in Q2 of FY24.

Northbrook Wanaka is positioned alongside

Winton’s Northlake community and surrounded

by southern beauty. The show suite at Northbrook

Wanaka is nearing completion, and we look forward

to welcoming people to it in early September.

NORTHBROOK

AVON LOOP

WINTON LAND LIMITED ANNUAL REPORT 202311
Northbrook Update continued

Resource consent was recently received for

Northbrook Avon Loop in Christchurch. The

15,139 sqm site is in central Christchurch on

Oxford Terrace and alongside Avon River, with

beautiful park surrounds akin to those throughout

Christchurch. Detailed planning is underway, and

we look forward to opening the show suite in 2024.

The Northbrook team is growing to resource sales

and operations. We have hired a General Manager

of Operations, a Head of Clinical, a National Sales

Manager and sales teams for Wynyard Quarter

and Wanaka. We also utilise the marketing and

design expertise of the Winton team. We will

continue to build the team appropriately, pacing

with sales launches and operational requirements.

NorthbrookLocationProject statusPre-sellingIndependent

and Serviced

Retirement Units

Care

Suites

Total Units

and Suites

Wynyard QuarterAucklandResource consent granted,

show suite complete, works

to commence FY24

Ye s11935154

WanakaWanakaResource consent granted,

works underway, show suite

nearly complete

Commencing9632128

ArrowtownArrowtownResource consent granted

(amendment underway),

works underway and show

suite under construction

Coming soon17323196

Launch BayAucklandResource consent

submission underway

No17539214

Avon LoopChristchurchResource consent grantedNo17832210

To t a l 741161902

NORTHBROOK

WANAKA

12
The Ovation is a boutique waterfront

development comprising two townhouses

and nineteen apartments overlooking

Catalina Bay in Winton’s Launch Bay

neighbourhood at Hobsonville Point.

Its northerly, elevated position captures the sun and maximises

the site’s magnificent harbour views. Designed to bookend the

Oval green space, the Ovation is set amidst the trees at the

harbour’s edge.

The Ovation’s exterior perfectly complements its spectacular

setting with earth-toned stone and warm, natural timbers. The

inclusion of brick embraces the brick manufacturing heritage

of the area and pairs well with aluminium cladding made from

80 percent recycled material.

Each apartment has an exceptional outdoor area and access

to the shared garden on the northern aspect of the Ovation,

overlooking the water. The luxurious two and three-bedroom

apartments range from 117 sqm to 130 sqm with floor-to-ceiling

windows beneath a 2.7 metre stud height, with exquisitely

crafted interiors by the award-winning Stewart Harris, Principal

of Macintosh Harris.

On the top level is the full-floor stunning penthouse

overlooking the Waitematā Harbour and designed for luxurious

comfort with four bedrooms, four bathrooms, and a wrap-

around 120 sqm patio.

The Ovation’s perfect location means an absolute waterfront

position bordering Launch Bay’s grass oval, once the host of

military parades, and a short walk along the Hobsonville Point

boardwalk to the ferry and the cafés at Catalina Bay.

After years of planning and construction, the Ovation

Apartments were completed in December 2022 and are a

welcomed addition to the Launch Bay community alongside

other completed Winton projects, including the Officer Houses,

Oval Houses, and Marlborough Apartments.

Ovation Launch Bay

OVATION

LAUNCH BAY

HOBSONVILLE POINT

Completed Projects

WINTON LAND LIMITED ANNUAL REPORT 202313
OVATION

LAUNCH BAY

HOBSONVILLE POINT

14
The vision for the 28 Duplex Townhouses

in the heart of Winton’s Northlake

neighbourhood in Wanaka was for two-

level homes with beautiful views from every

master and a uniform architectural frame


to the central recreation reserve. And that

is precisely what was delivered.

Local architects 360 Architects brought the vision to life and

construction of these high-quality and popular homes started

in the second half of 2021. They were built in tranches of 10

homes at a time, supporting a rolling build and settlement

program over two years.

The three and four-bedroom, 2.5 bathroom homes were

completed with landscaping and fencing and offered a

low-maintenance lifestyle that appealed to many, including

younger couples, small families, and owners choosing to

let both long and short-term. These homes had significant

interest from the moment they launched in 2021. As well as

the efficient floor plan and design of these homes, buyers

Completed Projects continued

Duplex Townhouses Northlake

NORTHLAKE

WANAKA

WINTON LAND LIMITED ANNUAL REPORT 202315
“The Duplex Townhouses create

this architectural frame around the

recreation reserve at Northlake.

They are such an excellent


addition to the range of homes

we have at Northlake and the

buyers couldn’t be happier.”

DUNCAN ELLEY - GENERAL MANAGER, PROJECT DELIVERY

loved the location of these homes with the 12,000 sqm

recreation reserve across the road and the Village Centre

just a few minutes walk down the road.

Northlake’s masterplan is founded on Winton’s belief that

diverse and connected neighbourhoods create thriving

communities. At Northlake, we have incorporated a range

of housing types to serve the needs of a diverse range of

buyers and residents, and the Duplex Townhouses have

complemented this strategy.

All properties are sold and settled, with the last tranche


of homes being completed in June 2023.

16
Just 3 kms out of Cromwell and down

Sandflat Road is River Terrace, Winton’s

boutique lifestyle neighbourhood.

The vision was to offer a small number of large sections within

a thoughtful masterplan for those that wanted more space

but wanted to remain within a community. The completed

development has lived up to the vision with 17 lots ranging

from 1.32- 3.92 hectares and the flexibility to allow for spacious

homes and multi bay workshops/sheds for work or play.

River Terrace is enveloped by spectacular mountain vistas

and close to everything the region offers, whether on the

bike trails, on the water or enjoying the art galleries, artisanal

delicacies, and award-winning wineries. Lake Dunstan is

close by, Kawarau River is over the road, just across the

bridge is Bannockburn, and in 45 minutes residents can be


in Queenstown.

The landscaping and boundary structures are integral to

River Terrace, with green borders and character fencing

consistent with the natural material palate and the vernacular

of the surrounding Central Otago environment. They include

timber post and rail fencing, a local schist stone wall, and

extensive planting of ~3,500 natives and ~4,500 exotic plants,

creating a continuous green buffer and contributing to better

ecology and biodiversity.

Construction started in 2021, along with sales for the first

stage. Of the 17 lots, 15 were sold as bare land for buyers

to design and build their southern oasis. Winton built two

expansive homes, each with four bedrooms, a study, a media

room, three bathrooms, and a five-bay workshop/shed.

River Terrace attracted much interest as potential buyers

dreamed of creating a lifestyle in such a beautiful part of

New Zealand. There was a real mix of buyers, including locals

and people moving to the area from Christchurch, Auckland,

and the wider region.

“The design of River Terrace enabled

a lifestyle of expansive space and

easy connection with everything

the region offers, but within a

community. We couldn’t be prouder

of the result and look forward to

watching the development become

a thriving community as buyers

build their dream homes and

become residents.”

LAUREN CHRISTIE – GENERAL MANAGER QUEENSTOWN

RIVER TERRACE

CROMWELL

Completed Projects continued

River Terrace

WINTON LAND LIMITED ANNUAL REPORT 202317
RIVER TERRACE

CROMWELL

18
Winton ESG

Winton’s vision is to set the standard as

a world-class property group that creates

thoughtful masterplanned neighbourhoods

that are best by design. We are dedicated


to creating more sustainable, connected,

and vibrant urban communities, providing


a lasting legacy for future generations.

Winton is on a sustainability journey and is focused on

delivering significant milestones over the next 2-3 years,

driven by the sustainability framework adopted by the

senior management team and endorsed by Winton’s

Board of Directors.

The three pillars of our sustainability strategy are Thriving

Planet, Thriving People, and Sustainable Future. They are

naturally interrelated and integrated into our business

strategy. Every pillar is about mitigating potential negative

impacts on or from our operations, delivering positive

impacts by creating thriving and resilient communities and

more sustainable lifestyles.

One of Winton’s biggest positive impacts comes from

increasing New Zealand’s housing supply within thoughtfully

designed masterplanned neighbourhoods, with high-quality

homes, where nature is celebrated and shared green spaces

and walkways are abundant for all to enjoy.

Winton creates high-quality, well-planned, well-designed

and well-built developments that are more resilient to

climate change and provide real amenity and harmony to our

communities, thereby contributing to the overall wellbeing


of those living, working, and playing in our neighbourhoods.

Greenfield land development allows us to enhance the

ecological value significantly. When we look for new sites,

we seek sites with natural features we can improve and

evolve to benefit the lifestyles of those living within a

Winton neighbourhood. Any one of our developments could


include stream restoration, revegetation, wetland

development, park development, and every development

incorporates shared spaces, comprehensive street

planting, and landscaping, creating new ecosystems and

enhancements to others. By doing so, we firmly believe

there is significant social value to those that live, visit and

work within Winton neighbourhoods.

The three pillars include the material ESG factors we

determined as the most important for our initial framework.

The following material factors have been determined

using resources such as SASB Standards, Climate-Related

Disclosure NZ Standards and internal engagement with

senior management, key business leaders and the Board


of Directors.

Creating thriving neighbourhoods

TO DATE, WE HAVE PLANTED OVER

238,000

TREES AND

PLANTS

IN WINTON NEIGHBOURHOODS

AND DELIVERED

~270,000 SQM

IN SHARED SPACES

Sustainability framework
Our vision is to set the standard as a world-class

property group that creates thoughtful masterplanned

neighbourhoods that are best by design.

By focusing on the three pillars of this framework, we deliver

more sustainable, connected, and vibrant urban communities,

providing a lasting legacy for future generations.

Creating thriving neighbourhoods

ENVIRONMENTAL

FOCUS

THRIVING PLANET

NATURE AND POLLUTION

RESOURCES AND MATERIALS

CLIMATE ACTION

THRIVING PEOPLE

WELLBEING

VIBRANT AND RESILIENT NEIGHBOURHOODS

COMMUNITY INCLUSION

SOCIAL VALUE

FOCUS

SUSTAINABLE FUTURE

BUSINESS MODEL RESILIENCE

SOCIAL LICENSE TO OPERATE

ECONOMIC PROSPERITY

COMMERCIAL

FOCUS

WINTON LAND LIMITED ANNUAL REPORT 202319

20
COMMITMENTS

1

PROTECT AND

RESTORE NATURE

2

ENABLE LOWER

CARBON LIFESTYLES

3

MAINTAIN AN

EMISSIONS INVENTORY

SYSTEM

4

REDUCE CARBON

EMISSIONS AND WASTE

TO LANDFILL

5

DESIGN FOR

RESOURCE

EFFICIENCY

6

RESTORE OR REUSE

BUILDINGS WHERE

PRACTICAL

7

BUILD HIGH-QUALITY

BUILDINGS TO

LENGTHEN THEIR

LIFETIME AND REDUCE

WASTE LONG-TERM

9

COMPLY WITH

ENVIRONMENTAL

LAWS

10

USE BEST PRACTICE

TO AVOID

ENVIRONMENTAL

BREACHES

11

ADAPT TO AND DO

OUR PART TO MITIGATE

CLIMATE CHANGE

12

USE INNOVATION

AND TECHNOLOGY

FOR BETTER

SUSTAINABILITY

OUTCOMES

8

INFLUENCE

SUSTAINABILITY

IMPACTS OF

CONTRACTORS,

SUPPLIERS, TENANTS,

AND EMPLOYEES

Thriving planet

AYRBURN

ARROWTOWN

WINTON LAND LIMITED ANNUAL REPORT 202321
FY23 positive impacts

• Completed Winton’s first emissions inventory including

Scope 1, Scope 2 and some Scope 3 emissions, audited

and verified by Toitū.

• Incorporated sustainability considerations into new vehicle

and equipment acquisitions so lower emission vehicles


and electric tools are purchased when fit for purpose.

• Planted over ~33,000 trees and plants, which included

5,000 at Beaches Matarangi and 7,000 native kānuka

trees at Northlake Wanaka.

• Created four wetlands at Beaches Matarangi with

comprehensive planting, including pōhutukawa, kōwhai,

māhoe, mānuka, flax, and various rush varieties.

• Created two manmade lakes at Beaches Matarangi,

which act as a stormwater solution and created positive

ecological environments from the abundance of

planting around the circumference.

• Continued a tree planting and pest trapping initiative

with local Iwi group Mana Tāhuna, planting over 2,000

trees over 3 hectares at Ayrburn Arrowtown.

• Observed positive outcomes following significant

revitalisation steps over the past four years to improve

stream health, wildlife, and biodiversity at Ayrburn

Arrowtown. Initiatives included fencing to exclude stock

from the creek within Ayrburn and creating riparian

margins by planting 800 metres along the creek with

30,000 native plants. Early data shows a reduction in

sediment as water travels through Ayrburn.

• Restored 719 sqm of heritage buildings, celebrating and

remediating their unique character, but also making them

structurally sound to be enjoyed long into the future.

• Assisted local iwi in Te Kauwhata with their funding

application to plant kahikatea trees at Lakeside.

• Became a member of the NZ Green Building Council

(NZGBC).

FY24 focus

• Determine carbon intensity metrics and set emission

reduction targets.

• Formulate an emissions reduction plan.

• Climate-related disclosures implementation.

• Create Winton sustainability standards for design

and development.

Thriving planet continued

AYRBURN

ARROWTOWN

22
Thriving planet continued

Our emissions footprint

During FY23, Winton measured its emissions for the first time

to ISO 14064-1:2018, which was audited and verified by Toitū

and certified under the Toitū carbonreduce certification. In our

first inventory, we set the inventory boundary to all Scope 1

and Scope 2 emissions and some Scope 3 emissions, where


we were able to calculate associated emissions accurately.

FY22 MEASURED EMISSIONS

(tCO2e)

SCOPE 1

Category 1: Direct emissions


72.18

SCOPE 2

Category 2: Indirect emissions from imported energy11.16

SCOPE 3

Category 3: Indirect emissions from transportation

Category 4: Indirect emissions from products used by organisation

95.11

6.45

TOTAL GROSS EMISSIONS184.90

Category 1: Direct removals-

Purchased emission reductions-

TOTAL NET GHG EMISSIONS

184.90

SCOPE 3

101.56

(55%)

SCOPE 1

72.18

(39%)

SCOPE 2


11.16

(6%)

Winton’s main drivers of emissions for Scope 1 and Scope 2

are fuel use for transportation and electricity use. However,

we expect the profile of our second-year emissions to be

different to reflect a full year of post-COVID business without

lockdowns, the growing business and number of employees,

and additional Scope 3 emissions. We expect Scope 3

emissions to be exponentially more than Scope 1 and


Scope 2 combined as Winton’s business model means external

contractors complete all onsite works and construction, and

therefore sit within Scope 3 emissions.

During FY24, we will work on Scope 3 emissions measurement,

determine relevant intensity metrics for the Winton business,

set appropriate emission reduction targets and develop an

emissions reduction plan to meet those targets.

SCOPE 1 – Direct emissions

SCOPE 2 – Indirect emissions from imported energy (electricity)

SCOPE 3 – All other indirect emissions measured

(includes categories 3-6)

WINTON LAND LIMITED ANNUAL REPORT 202323
SUNFIELD

PAPAKURA

SUNFIELD

PAPAKURA

24
Thriving planet continued

Climate-Related Disclosures

Winton understands the importance of identifying climate-

related risks and opportunities for adapting to climate change

and transitioning to a lower emissions economy. Aligned with

Winton’s three strategic sustainability pillars, Winton will

mitigate risks and maximise opportunities.

Winton’s first mandatory disclosure is for the year ending 30

June 2024, however, we have completed and disclosed initial

steps within this report. Winton may utilise the provisions in

Climate Standard 2 which would mean Winton would be fully

compliant by FY26 at the latest.

Winton has implemented an ESG governance structure, of

which climate-related risks and opportunities are a significant

part. This ensures the integration of climate-related risks and

opportunities within the broader sustainability framework.

ROLES AND RESPONSIBILITIES

BOARDOversees ESG, including climate-related risks and opportunities.

Reviews and approves the direction and monitors progress against targets.

SENIOR MANAGEMENTAssesses and manages ESG, including climate-related risks and opportunities.

Reports on programme performance and progress.

CFO AND GM


CORPORATE SERVICES

Day-to-day oversight of ESG matters, Chief Financial Officer specific focus on

climate-related risks and opportunities and NZ CS standards.

SUSTAINABILITY


WORKING GROUP

Led by our Sustainability Manager and will meet at least monthly. The working

group is made up of Chief Financial Officer, GM Corporate Services and key

business unit managers. The Working Group shapes, monitors and coordinates

our sustainability programme across the business, involving others for


specific workstreams.

Board’s role

Winton’s Board of Directors is the governing body of

climate-related disclosures.

ESG matters are reported to the Board quarterly by senior

management, including progress against the Board-supported

sustainability framework, including climate-related risks


and opportunities.

Winton’s Board established a risk management framework

that includes a list of material risks faced by Winton, of

which climate change is included.

The Board delegates the responsibility to the senior

management team to ensure the appropriate skills and

competencies are available to manage climate-related risks

and opportunities.

The Board also receives information about climate-related

risks and opportunities as part of Winton’s due diligence

process for new acquisitions.

The Board has agreed to a work plan to meet the climate-

related disclosure requirements in the timeframe set out

in Climate Standards 1, 2, and 3, including setting metrics

and targets. Once those metrics and targets are in place,

the Board will monitor the progress quarterly as part of the

ESG agenda item.

Senior Management will present the assessment of

climate-related risks and opportunities at least annually to

the Board.

WINTON LAND LIMITED ANNUAL REPORT 202325
Thriving planet continued

Management’s role

The management team is involved in assessing and managing

ESG matters, including climate-related risks and opportunities.

The Chief Financial Officer and GM Corporate Services have

day-to-day oversight. The table on page 24 shows the relevant

groups’ structure and responsibilities.

Management is informed about, makes decisions on, and

monitors ESG matters monthly, including climate-related risks

and opportunities. The integration of climate-related risks and

opportunities into business strategy and operations means

decisions and management involvement also occurs within the

workstream of a project.

The Sustainability Working Group shapes, monitors and

coordinates Winton’s sustainability programme across


the business.

All Winton employees, contractors and suppliers share the

responsibility of implementing and delivering on Winton’s

sustainability framework, including meeting the requirements

of the climate-related standards.

OUR DISCLOSURE PROGRESSFY23FY24FY25FY26

GOVERNANCEDisclose the organisation’s governance

and management structure overseeing

and managing climate standards.

STRATEGYDisclose current impacts and financial

impacts, scenario analysis undertaken,

climate-related risks and opportunities

over the short, medium, and long-

term, anticipated impacts and financial

impacts and transition plan aspects of

Winton’s strategy.

RISK MANAGEMENTDisclose how the organisation

identifies, assesses, and manages

climate-related risks and how they

are integrated into its overall risk

management processes.

METRICS AND TARGETSDisclose the metrics and targets used

to assess and manage relevant climate-

related risks and opportunities.

UNCOMPLETED

EXPECTED COMPLETION

COMPLETED

26
Thriving people

FY23 positive impacts

• Delivered 565 units, comprising of residential land lots,

dwellings, townhouses, apartments, retirement living units

and commercial units.

• Supported local businesses, with 93% of our top 20 onsite

contractors local to the contracted project.

• Made $11.7 million in development contributions that go

toward improving infrastructure and towards long-term

growth of the community. The projects they go towards

could be anything from a water or wastewater initiative,

a library, or community centre.

• Through donations and sponsorships, we contributed

$96,000 to the communities we operate in or areas in need

in New Zealand, including:

- Donating building supplies to the value of $64,000 to

Te Aitanga a Mahaki iwi to help rebuild flood-damaged

properties in the Te Karaka, Gisborne community.

- In association with the tree planting initiative at Ayrburn,

Winton donated $8,600 to the Mana Tāhuna Charitable

Trust to help improve the wellbeing and health of families

and individuals in the Tāhuna Queenstown community.

• Winton, alongside Kāinga Ora, engaged with the Te

Kauwhata community around the design of a further

60 hectares of open space reserves at Lakeside. The

significant-sized area incorporates an iwi reserve and the

remaining three playgrounds, the largest of which has

been designed to mirror the Matariki star cluster and the

local iwi’s proposed planting area of kahikatea trees.


In FY23, the design was completed, and resource consent

was granted. Works will occur in FY24.

• Installed street signage at Lakeside Te Kauwhata that

reflects culturally significant historic places and people in

the Te Kauwhata community. This was the outcome of a

two-year collaboration with local iwi and Waikato District

Council to amend the existing pool of names that had little

cultural significance or historic meaning.

COMMITMENTS

1

CREATE SAFE,

VIBRANT, AND

RESILIENT

NEIGHBOURHOODS

3

ENABLE ENERGY-

EFFICIENT LIFESTYLES

AND MODERATE COST

OF LIVING EXPENSES

BY MASTERPLANNING

COMMUNITIES AND

BUILDING WARM,

DRY HOMES

4

PROVIDE ACCESS

TO GREEN SPACES,

SHARED SPACES AND

DEVELOP MIXED-USE

SPACES FOR OUTDOOR

ACTIVITY AND SOCIAL

CONNECTION

5

UNDERSTAND THE

CHARACTER OF

DEVELOPMENT SITES,

INCLUDING FORM,

PEOPLE, ACTIVITY

AND HISTORY, AND

APPROPRIATELY

ENGAGE WITH

ASSOCIATED

STAKEHOLDERS

2

FOSTER A PROACTIVE

CULTURE OF SAFETY

6

CULTIVATE AN

ENVIRONMENT WHERE

EMPLOYEES ARE

LOOKED AFTER AND

ENJOY COMING

TO WORK TO

CONTRIBUTE TO THE

COLLECTIVE SUCCESS

OF THE BUSINESS

8

SUPPORT LOCAL

BUSINESSES AND

RESOURCES WHERE

POSSIBLE

9

P O S IT I V E LY

CONTRIBUTE TO

THE PEOPLE AND

ORGANISATIONS

IN AND AROUND

THE COMMUNITIES

WE CREATE

10

PROTECT THE DIGITAL

SAFETY OF THOSE WE

INTERACT WITH

7

CRE ATE EDUCATION

AND WORK

EXPERIENCE

OPPORTUNITIES

WINTON LAND LIMITED ANNUAL REPORT 202327
• At the completed Longreach Cooks Beach Winton

community, we worked with local iwi, Thames Coromandel

District Council, and Heritage New Zealand to agree

on a heritage management plan for two large reserves

containing archaeological features. The archaeological

sites consist of Māori garden soils, shell midden,


and a toolmaking flaking floor. The Heritage Management

Plan sets out appropriate management principles and

actions to ensure the archaeological sites are cared for

so that their meaning and importance are conserved

for present and future generations. The plan identifies

appropriate landscaping, plantings, and access routes,

and enables the installation of interpretation of the

Māori cultural landscape. The planting to protect these

archaeological sites will be completed in FY24.

• Completed Health and Safety (H&S) audit and

made significant headway in creating a robust H&S

structure for the growing Winton organisation to keep

employees, contractors, and our wider communities

safe, including a Master H&S system and specific plans

for development and construction. Refer to the H&S

section that follows for more detail.

• Design accepted for Northbrook Wynyard Quarter

Homestar 6 rating under Homestar v4.1.

• Completed internal Winton cyber security audit, with

recommended improvements implemented over the year.

FY24 focus

• Implement cyber security and data privacy policy.

• Implement modern slavery policy.

• Create guidance for Winton’s sponsorship, donations,

and community engagements to focus on the

communities we operate in.

• Further community inclusion possibilities in the design

of Winton neighbourhoods.

• Determine appropriate H&S metrics to monitor

performance and implement for FY24.

Thriving people continued

NORTHLAKE

WANAKA

28
Health and Safety

Winton’s internal Health and Safety Committee (with Board

oversight) monitors and manages health and safety risks

within the organisation, including through its supplier

relationships. Winton adopts a systematic approach to

managing health and safety risks and has comprehensive

health and safety documentation in place.

Winton has continued developing its health and safety

systems and procedures to align with the business’s activities

and industry best practice. A master health and safety system

has been refined, and risk registers have been developed

for each business unit in recognition of the diverse nature

of Winton’s business activities. Following an external expert

consultant review, recommended refinements have been

incorporated into the management system. Training has

been arranged for all relevant persons in the business, from

Board Members to Development Managers and support staff,

to ensure a good level of understanding and skill level is

maintained in the health and safety space.

In the last year, Winton has developed a bespoke system

to manage contracted works in both the land development

and vertical build space; this has included providing formal

guidance through tendering conditions, and pre-qualification

guidelines to prospective contractors in the tendering and

procurement phase. Development Managers have also been

inducted into the system to ensure all Winton development

staff are managing works contracts to follow legislative

requirements and industry best practice. This system requires

strong communication and reporting across the design,

procurement, and contractor management phases of projects.

Technology has also played a part in advancing the health

and safety management of Winton’s businesses, with the

Landscape Maintenance Teams utilising an online app to

record, report, and communicate with office staff to ensure

that teams working remotely can quickly and effectively

convey any safety issues or concerns that occur.

Winton will continue fine-tuning its health and safety systems

with regular committee meetings and stakeholder engagement.

During FY23, 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.

Thriving people continued

AYRBURN

ARROWTOWN

WINTON LAND LIMITED ANNUAL REPORT 202329
LAUNCH BAY

TOWNHOUSES

HOBSONVILLE POINT

30
Thriving people continued

A vibrant neighbourhood in the making

Lakeside is Winton’s 179-hectare

masterplanned neighbourhood along the

edge of Lake Waikare in Te Kauwhata.

It all got underway in 2017 when Winton submitted the plan

change, which was subsequently granted and earthworks

soon followed. The vision for Lakeside was to create a

community where affordable homes, social connection and

access to nature were at the heart of the design.

Early in the development, Winton helped secure funding

from Council’s Housing Infrastructure Fund for much-needed

upgrades to critical infrastructure for Lakeside and the broader

community, including water main and roading upgrades and

critical works to the Waste Water Treatment Plant. This was

important for the entire Te Kauwhata community and enabled

Winton to get on with development works faster.

Before Winton purchased the land for Lakeside, it was used

for dairy farming. Therefore, the site had very little ecological

value, including the neighbouring 3,442 hectare Lake Waikare.

Developing the land for a community meant there was no

longer stock and associated agricultural impacts from farming

the land. However, there was still much work to do to restore

and protect nature for the future.

Within the masterplan for Lakeside, there are over 60 hectares

of shared space throughout the neighbourhood. During FY23,

alongside Kāinga Ora, Winton consulted on the design of the

open space reserves, which incorporates the Iwi Reserve and

the remaining three playgrounds, the largest of which has been

designed to mirror the Matariki star cluster. Resource consent

was granted in FY23 and works will begin in FY24.

In researching the site’s character and engaging with local iwi,

we understood the history and areas of cultural significance,

which enabled us to incorporate recognition into the

masterplan and assist with other initiatives where possible.

In the 1800s Māori fled across Lake Waikare from the most

eastern point of the Lakeside land to escape the battles in the

area. The point where they left from is culturally significant and

is the location of the Iwi Reserve, which fronts Lake Waikare,

enabling local iwi access to and awareness of this site. Within

the reserve, local iwi would like to create a kahikatea forest,

a tree that densely populated the area but was cleared to

make way for farming. Winton is assisting with their funding

applications to help bring the idea to life.

Through collaboration with Ngā Muka and the Waikato

District Council, we were able to help revive traditional

and historical names related to the greater Lake Waikare

area in the street naming of the Lakeside development.

After a two-year process, Ngā Muka was able to include

names that had significant meaning to them, including

Te Whaiti and Whatahuhu, who were both ancestors that

acted in the interests of all hapuu descendants of the area,

Te Mamae considered a whanau matriarch who saved

and protected children and Karaka which was the original

name for Lake Kopuera. We understand incorporating

historic and regionally important Māori names has

meant a lot to local iwi and the community, reflecting

the deep relevance of reviving pre-contact names and

acknowledging older history.

To help restore nature at Lakeside, we have completed

two wetlands and a third is underway. We have planted

127,616 trees and plants at Lakeside so far, including a

significant amount around the wetlands – all of which help

create new ecosystems and improve the biodiversity and

ecological outcomes of the area. The 5 kms of walkways

and connections enable residents to make the most of the

shared spaces integrated with nature.

The development is well underway, with nearly 300 homes

completed and occupied and 150 land lots ready for

construction to start. Of the constructed homes, 70 were

offered under the Kiwibuild programme, targeting first-

home buyers.

We have just completed the Village Centre, which will

become a vibrant hub for the community to utilise for

their daily conveniences and contribute to a thriving

neighbourhood. We love to see residents making it their

own and just recently, the community held a Matariki event

at Lakeside.

We look forward to the construction of the 1,000-student

school commencing. Once complete, the current


Te Kauwhata school which is at capacity with 350 students,

will move to the site at Lakeside.

WINTON LAND LIMITED ANNUAL REPORT 202331
LAKESIDE

TE KAUWHATA

32
Sustainable future

FY23 Positive Impacts

• Grew the Winton full time team from 35 to 65 to support

the growth of the company.

• Delivered $64.6 million profit and $9.3 million distributed

to shareholders for the FY23 year.

• Completed the governance structure for Climate-

Related Disclosures.

FY24 Focus

• Meet financial targets and deliver shareholder returns.

• Innovations in product design that enable energy

efficiency and embodied carbon reduction at scale and

in a financially feasible way.

• Implications of changes to the building code and other

new legislation relating to adaption and mitigation of

climate change.

COMMITMENTS

1

CONTRIBUTE TO

ECONOMIC GROWTH,

GDP AND TAXES

4

CREATE WORKFORCE

OPPORTUNITIES

2

CREATE SHAREHOLDER

VALUE

3

INCORPORATE CLIMATE

CHANGE RISKS AND

OPPORTUNITIES INTO

THE BUSINESS MODEL

5

COMPLY WITH LOCAL

AND CENTRAL

GOVERNMENT LAWS

AND REGULATIONS

7

UTILISE PRODUCT

DESIGN AND LIFECYCLE

MANAGEMENT

FOR BETTER

SUSTAINABILITY

OUTCOMES

6

S U CC E S S F U L LY

NAVIGATE THE

EVER-CHANGING

AND COMPLEX LEGAL

& REGULATORY

ENVIRONMENT

The Sustainable Future pillars include the critical commercial and economic aspects to ensure

the longevity of the company. The three focus areas are economic prosperity, business model

resilience and social license to operate. Each of these is critical to the long-term sustainability

of Winton as a business.

To continue to do what we do long into the future and continue to have access to funding,

we must deliver shareholder value, minimise risk and maximise opportunities to ensure the

resiliency of our business model and successfully navigate the ever-changing and complex

legal & regulatory environment.

WINTON LAND LIMITED ANNUAL REPORT 202333
Sustainability data

SUSTAINABILITY

PILLARS


FY23


FY22


FY211

THRIVING PLANETScope 1 emissions (tCO2e)

Scope 2 emissions (tCO2e)

Scope 3 emissions – partial (tCO2e)

Total emissions from FY23 boundary (tCO2e)

Emissions intensity (Scope 1 and Scope 2 tCO2e/$m revenue)

Emissions intensity (Scope 1 and Scope 2 tCO2e/$m earnings)

Fine for environmental breaches ($m)

0

72.18

11.16

101.56

184.9

0.52

2.63

00

THRIVING PEOPLENumber of employees (FTE)

% of FTE Female

% of FTE Male

Turnover

Senior management gender diversity (% Female)

Senior management gender diversity (% Male)

Senior management gender diversity (% Diverse)

Total incidents reported to Work Safe

Workplace fatalities

Portion of top 20 onsite contractors local to project

65

43%

57%

19%

40%

60%

0%

0

0

93%

35

34%

66%

8%

40%

60%

0

0

89%

27

30%

70%

0

0

91%

SUSTAINABLE FUTURERevenue ($m)

Net profit after tax ($m)

Dividends to shareholders ($m)

211.4

64.6

9.3

159.5

31.7

177.0

46.1

1. Winton became a listed company during FY22, therefore, there is limited data for FY21.

34
Chris leads Winton’s strategy and operations.

A founding 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

across Australia and New Zealand, prior to its sale to private equity

interests in 2009.

Julian is responsible for leading and executing Winton’s retirement strategy.

Prior joining Winton, Julian spent the last 11 years at Summerset Group,

including seven years as CEO. Prior to 2010, Julian was an Associate

Director with Macquarie Group for over 12 years.

Julian is currently Chairman of SkyCity Entertainment Group and a director

of WEL Networks and Deakin Topco Pty Limited (trading as Levande).

David is the Founder and Managing Partner of Spring Street

Partners, a private US-based investment firm established in 1995,

and has over 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 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.

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 real 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.

Board of Directors

Steven has over 25 years of successful leadership experience across

a unique mix of commercial and government roles, working in

governance and executive positions.

While in Government, Steven served as a senior economic minister,

holding the Finance, Economic Development, Science and Innovation,

Transport, ICT and Tertiary Education, Skills and Employment

Portfolios. Prior to entering politics, he was a successful radio

entrepreneur, starting RadioWorks NZ Ltd. Under his leadership,


it became New Zealand’s second largest radio company.

Steven is also a director of Joyce Advisory Limited, providing independent

advice to boards on finance, economics, and strategy execution.

Chris Meehan

Chair and Chief Executive Officer

Associate Diploma in Business (Property Valuation)

Appointed 19 June 2017

Julian Cook

Executive Director and Director of Retirement

BA, MAF, BSc, MSc

Appointed 13 September 2021

David Liptak

Non-executive Director

BA (Economics)

Appointed 7 July 2017

Anna Molloy

Independent Non-executive Director

BCom (Accounting & Finance), BE, CFA Charterholder

Appointed 24 September 2021

(Retiring 22 August 2023)

James Kemp

Non-executive Director

BCom, BFin (Hons), MFin

Appointed 21 February 2022

Steven Joyce

Independent Director

BSc

Appointed 22 June 2023

Leadership and Governance

WINTON LAND LIMITED ANNUAL REPORT 202335
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.

Glen has over 30 years’ experience, including in health and


justice-related fields.

He has held senior positions in Oranga Tamariki (formerly CYFS),

Corrections, Health Waikato, Hauora Waikato and Te Runanga o

Kirikiriroa and has extensive governance experience representing

Ngati Paoa, Hauraki and iwi Māori.

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.

Simon Ash

Chief Operating Officer

Jean McMahon

Chief Financial Officer

Justine Hollows

GM Corporate Services

Senior Management Team

Chris Meehan

Chair and Chief Executive Officer

Michaela Meehan

Non-executive Director

MSc (Economics and Business Administration)

Appointed 19 June 2017

Glen Tupuhi

Independent Non-executive Director

Graduate Diploma in Health Management

Appointed 24 September 2021

James Kemp

Non-executive Director

BCom, BFin (Hons), MFin

Appointed 21 February 2022

Jelte Bakker

Non-executive Director (alternate)

Appointed 21 February 2022

Duncan Elley

GM Project Delivery

36
BEACHES

MATARANGI

WINTON LAND LIMITED ANNUAL REPORT 202337
Financial

Statements

FOR THE YEAR ENDED 30 JUNE 2023

38
Consolidated Statement of Comprehensive Income

For the year ended 30 June 2023

ALL VALUES IN $000'SNOTE20232022

Revenue3 211,421 159,523

Cost of sales (102,689) (87,096)

Gross profit 108,732 72,427

Rent income 3,651 93

Other income 5,995 2,043

Fair value gain on investment properties 6,821 -

Selling expenses8.1 (8,234) (9,418)

Property expenses (1,337) (610)

Administrative expenses8.2 (18,777) (12,996)

Share-based payment expense8.12 (1,278) (592)

Offer costs1.7 - (5,981)

Earnings before interest, taxation and depreciation (EBITDA) 95,573 44,966

Amortisation (519) -

Depreciation (845) (718)

Earnings before interest and taxation (EBIT) 94,209 44,248

Interest income 2,631 2,190

Interest expense and bank fees (1,633) (1,820)

Profit before income tax 95,207 44,618

Income tax expense

Current taxation8.3 (24,526) (4,455)

Deferred taxation8.3 (6,043) (8,506)

Total income tax expense (30,569) (12,961)

Profit after income tax 64,638 31,657

Items that may be reclassified to profit or loss:

Movement in currency translation reserve (539) 314

Total comprehensive income after income tax attributable

to the shareholders of the Company


64,099


31,971

Basic earnings per share (cents)7.1 21.79 12.44

Diluted earnings per share (cents)7. 2 21.02 12.15

The accompanying notes form part of these financial statements.

WINTON LAND LIMITED ANNUAL REPORT 202339
Consolidated Statement of Changes in Equity

For the year ended 30 June 2023

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 2021 49,100 34,691 -4 83,795

Total comprehensive income for the year - 31,657 - 314 31,971

Proceeds from primary issuance8.4 350,000 - - - 350,000

Offer costs capitalised to equity

(15,433) - - - (15,433)

Employee share bonus8.4 2,928 - - - 2,928

Share-based payment expense8.12

- - 829 - 829

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

Total comprehensive income for the year

- 64,638 - (539) 64,099

Dividends to shareholders8.4 - (9,284)- - (9,284)

Share-based payment expense8.12

- - 1,509 - 1,509

Balance as at 30 June 2023 386,595 121,702 2,338 (221) 510,414

The accompanying notes form part of these financial statements.

40
ALL VALUES IN $000'SNOTE20232022

CURRENT ASSETS

Cash and cash equivalents8.9 76,310 204,824

Restricted cash - 810

Accounts receivable, prepayments and other receivables8.5 6,873 4,924

Inventories4 91,128 95,615

Total current assets 174,311 306,173

NON-CURRENT ASSETS

Inventories4 165,567 86,254

Deposits paid on investment property acquisitions - 7,198

Investment properties5 207,517 80,498

Property, plant and equipment6 40,459 16,064

Right-of-use asset 281 562

Intangible assets8.6 2,479 123

Total non-current assets 416,303 190,699

Total assets 590,614 496,872

CURRENT LIABILITIES

Accounts payable, accruals and other payables8.7 30,140 24,573

Current lease liabilities8.8 1,281 299

Taxation payable 23,395 7,986

Total current liabilities 54,816 32,858

NON-CURRENT LIABILITIES

Non-current lease liabilities8.8 9,740 323

Deferred tax liabilities8.3 15,644 9,601

Total non-current liabilities 25,384 9,924

Total liabilities 80,200 42,782

Net assets 510,414 454,090

EQUITY

Share capital8.4 386,595 386,595

Foreign currency translation reserve (221) 318

Share-based payment reserve 2,338 829

Retained earnings 121,702 66,348

Total equity 510,414 454,090

These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 22 August 2023.

The accompanying notes form part of these financial statements.

Consolidated Statement of Financial Position

As at 30 June 2023

Chris Meehan

Chairman

Anna Molloy


Chair, Audit and Financial Risk Committee

WINTON LAND LIMITED ANNUAL REPORT 202341
ALL VALUES IN $000'SNOTE20232022

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 221,497 157,872

Interest received 2,631 2,190

Net GST received / (paid) 6,931 (63)

Payments to suppliers and employees (165,748) (132,143)

Purchase of development land (20,179) (4,000)

Deposits paid on contracts for land (23,600) (13,477)

Interest and other finance costs paid (562) (7,451)

Income tax paid (9,117) (11,548)

Net cash flows from operating activities 11,853 (8,620)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment 1,435 -

Intangible assets acquired (2,875) -

Acquisition of land for investment properties5 (63,965) (36,418)

Deposits paid on contracts of land for investment properties - (7,198)

Payments to suppliers and employees for investment properties (37,306) (15,129)

Acquisition of property, plant and equipment (26,203) (7,156)

Net cash flows from investing activities (128,914) (65,901)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from primary issuance8.4 - 350,000

Payment of offer costs - (18,486)

Release of restricted cash - 43,109

Payment of dividends8.4 (9,284) -

Payment of principal portion of lease liabilities (2,169) (306)

Repayment of MMLIC facility - (130,000)

Repayment of related party loans receivables - 2

Net cash flows from financing activities (11,453) 244,319

Net increase in cash and cash equivalents (128,514) 169,798

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

Cash and cash equivalents at end of year 76,310 204,824

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2023

42
ALL VALUES IN $000'S20232022

RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH FLOWS

FROM OPERATING ACTIVITIES

Profit after income tax 64,638 31,657

Adjusted for non cash items:

Amortisation 519 -

Depreciation 564 437

Depreciation of right of use asset 281 281

Deferred taxation 6,043 8,506

Fair value gain on investment properties (6,821) -

Lease liability interest expense 1,071 72

Share-based payment expense 1,278 592

Income tax 15,409 (7,093)

Adjustments for movements in working capital

(Increase) / decrease in accounts receivable, prepayments and other assets (1,949) 291

Increase in inventories (net of transfers) (74,826) (53,110)

Increase in accounts payable, accruals and other liabilities 4,836 8,502

Decrease in accrued borrowing costs - 1,268

Decrease in restricted cash 810 1,592

Decrease in long term deposits - (371)

Decrease in contract liability - (7,225)

Offer costs not included in operating cashflow - 5,981

Net cash flows from operating activities 11,853 (8,620)

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows (continued)

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202343
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 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 these Acts. The Company is listed on the NZX Main Board (NZX:

WIN) and the ASX Main Board (ASX: WTN).

The 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 47

5. Investment properties – page 48

8.6 Intangible assets – page 55

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.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

44
1. General Information (Continued)

Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets

acquired. Any goodwill that arises is tested at each reporting period for impairment. Transaction costs are expensed

as incurred.

Interests in equity-accounted investees

The Group’s interest in equity-accounted investees comprises of an interest in a joint venture. The joint venture is an

arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement,

rather than rights to its assets and obligations for its liabilities. Interest in the joint venture is accounted for using the

equity method. It is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition,

the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income

of equity accounted investees, until the date on which joint control ceases.

New accounting standards and interpretations issued but not yet effective

There are no new and 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.

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:

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 and the balance of $63,000,000 was paid on 5 July 2022. A portion

of the land will be developed into apartments and sold, $23,453,000 (2022: $2,337,000) of the purchase price is

included in inventories. The remaining portion of the land will be developed into a retirement village, $46,547,000

(2022: nil) of the purchase price is included in investment properties. The apportionment is based on the resource

consent granted 14 March 2023.

On 8 April 2022, the Group contracted to purchase land and other assets at Wynyard Quarter, Auckland for

$23,750,000. An initial deposit of $2,375,000 was paid on 21 June 2022 and the balance of $21,375,000 was paid

on 21 July 2022. Of the purchase price, $20,702,000 is included in investment properties, $2,875,000 is included in

intangible assets and $173,000 is included in property, plant and equipment as at 30 June 2023.

On 25 July 2022, the Group contracted to purchase land in Auckland for $18,000,000. An initial deposit of

$3,600,000 was paid on 4 August 2022 and is included in inventories as at 30 June 2023.

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.

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.

Business combination

On 21 July 2022, Cracker Bay Operating Limited (a 100% subsidiary company) acquired assets in a business combination.

The fair value of the identifiable net assets was $3,048,000 and no goodwill or bargain purchase price adjustment

arose from this transaction.

Joint venture

On 21 September 2022, WMC Development Fund LP (a 100% subsidiary company of the Company) entered into

a new partnership with MCNZ Finance Trustee Limited as trustee of MDI NZ Partnership No.1. The partnership is

a $200m equity investment vehicle that will focus on the acquisition and construction of townhouses and apartment

developments throughout New Zealand. WMC Development Fund LP has a 25% interest in this partnership.



Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202345
1. General Information (Continued)

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 IPO totalled $21,414,000. $5,981,000 of costs were recognised in the

Consolidated Statement of Comprehensive Income. The remaining $15,433,000 of costs were 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.

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.

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. 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 operations in New Zealand and Australia.

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 2023

46
2. Segment Reporting (Continued)

(ii) Information about reportable segments

During the year ended 30 June, 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:

ALL VALUES IN $000'S20232022

Gross profit

Residential development 108,732 72,427

Group 108,732 72,427

Earnings before interest, taxation, depreciation and amortisation (EBITDA)

Residential development 91,927 44,966

Retirement villages 2,630 -

Commercial portfolio 1,324 -

Unallocated (308) -

Group 95,373 44,966

Earnings before interest and taxation (EBIT)

Residential development 91,147 44,248

Retirement villages 2,612 -

Commercial portfolio 758 -

Unallocated (308) -

Group 94,209 44,248

2023

ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL

Segment assets and liabilities

Inventories 256,695 - - - 256,695

Investment Properties - 161,451 46,066 - 207,517

Property, plant and equipment - - 31,635 8,824 40,459

Other assets 5,590 300 3,072 76,981 85,943

Total assets 262,285 161,751 80,773 85,805 590,614

Total liabilities 61,156 4,036 14,190 818 80,200

Net assets 201,129 157,715 66,583 84,987 510,414

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202347
2. Segment Reporting (Continued)

(ii) Information about reportable segments (Continued)

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

The residential segment can be further analysed geographically as one project is located in Australia whilst the

remainder are in New Zealand. The Australian project contributed Gross Profit of $16,977,000 (2022: $3,530,000) and

EBITDA and EBIT of $15,652,000 (2022: $3,003,000).

3. Revenue

ALL VALUES IN $000'S20232022

Revenue from contracts with customers 211,421 159,523

Total revenue 211,421 159,523

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.

4. Inventories

ALL VALUES IN $000'S20232022

Expected to settle within one year 91,128 95,615

Expected to settle greater than one year 165,567 86,254

Total inventories 256,695 181,869

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

$nil (2022: $28,714,000). 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 $nil (2022: $6,419,000). These inventories include land suitable for a retail precinct which will be

developed and operated by the Group.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

48
4. Inventories (Continued)

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 2023, no interest has been capitalised to inventories (2022: $6,962,000). Interest and

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

paid on contracts for development land of $43,740,000 (2022: $22,477,000).

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. The amount of any write-down of inventories is recognised as

an expense in the Consolidated Statement of Comprehensive Income to the extent that the carrying value of inventories

exceeds its estimated net realisable value.

Key estimates and assumptions

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

The total value is in excess of the carrying value, therefore there is no indication of net realisable value write downs.

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).

5. Investment properties

ALL VALUES IN $000'SNOTE20232022

Opening balance 80,498 -

Acquisitions 71,163 36,418

Right-of-use asset acquired 11,497 -

Transfers from inventories4 - 28,714

Unrealised fair value gain 6,821 -

Capital expenditure 37,538 15,366

Total investment properties 207,517 80,498

Less: lease liability (10,698) -

Total investment properties excluding NZ IFRS 16 lease adjustments 196,819 80,498

ALL VALUES IN $000'S20232022

Retirement village land measured at fair value 106,029 -

Commercial properties measured at fair value 31,084 -

Investment properties under development 59,706 80,498

Total investment properties excluding NZ IFRS 16 lease adjustments 196,819 80,498

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202349
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

5. Investment properties (Continued)

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. Gains or losses arising

from changes in the fair values of investment properties are included in profit or loss in the year in which they arise. 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 2023, $232,000 of share-based payment expense has been capitalised to

investment properties (2022: $237,000). Investment properties under development include development land held at

cost. This reflects the early stage of development and consenting meaning fair value cannot be reliably determined.

Key estimates and assumptions

The Board determined that independent valuations of the investment property portfolio where the fair value can be

reliably measured should be undertaken at 30 June 2023 in order to ensure that investment properties are held at fair

value. The Board determined that full valuations were appropriate for Northbrook Wanaka land, Northbrook Wynyard

land, Northbrook Avon Loop land, Lakeside Commercial and Cracker Bay and these were performed by Extensor

Advisory Limited and Bayleys. As part of the valuation process, the Group’s management verifies all major inputs to

the independent valuation reports, assesses movements in individual property values and holds discussions with the

independent valuer.

The fair value was determined using Level 3 valuation techniques via a combination of the following approaches:

• Sales comparison: the key assumptions being land value per square metre.

• Direct capitalisation: the property rental is divided by a market derived capitalisation rate to assess the market value

of the asset. Further adjustments are then made to the market value to reflect under or over renting, additional

revenue and required capital expenditure.

2023

MEASUREMENT SENSITIVITY

RANGE OF SIGNIFICANT

UNOBSERVABLE INPUTS

INCREASE

IN INPUT

DECREASE

IN INPUT

Land value ($ per square metre)1 350 14,186 IncreaseDecrease

Market capitalisation rate (%)26.00%8.00%DecreaseIncrease

Market rental ($ per square metre)3 175 513 IncreaseDecrease

1. The valuers assessment of land value which a property is expected to achieve under a new arm’s length sale transaction

reflecting transactional evidence from similar properties.

2. The capitalisation rate applied to the market rental to assess a property’s value, determined through analysis of similar

transactions taking into account location, weighted average lease term, tenant covenant, size and quality of the property.

3. The valuers assessment of the net market income which a property is expected to achieve under a new arm’s length

leasing transaction. Includes both leased and vacant areas.

50
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

5. Investment properties (Continued)

Key estimates and assumptions (Continued)

The estimated sensitivity of the fair value of investment property to changes in the land value (under the sales

comparison approach), the market rent under the direct capitalisation valuation approach) and the market capitalisation

rate (under the direct capitalisation valuation approach) is set out in the table below:

2023

ALL VALUES IN $000'SLAND VALUE


Retirement village land measured at fair value


Fair Value

- $100

per sqm

+ $100

per sqm

Valuation 106,029

Change (6,183) 6,180

Change (%)-5.83%5.83%

2023

ALL VALUES IN $000'SMARKET RENTMARKET CAPITALISATION RATE


Commercial properties measured at fair value


Fair Value

- $50

per sqm

+ $50

per sqm


+ 0.25%


- 0.25%

Valuation 31,084

Change (2,819) 3,382 (1,101) 1,147

Change (%)-9.07%10.88%-3.54%3.69%

6. Property, plant and equipment

ALL VALUES IN $000'S20232022

Opening balance 16,064 2,926

Additions 26,030 7,156

Acquisition through business combination 173 -

Transfers from inventories - 6,419

Depreciation (564) (437)

Disposals (1,244) -

As at 30 June 40,459 16,064

As at 30 June 2023, property, plant and equipment includes work in progress of $31,635,000 (2022: $12,603,000).

Recognition and Measurement

Property, plant and equipment are stated at cost less accumulated depreciation, with the exception of land, which is not

depreciated. Depreciation is charged to the profit or loss on a diminishing value basis over the estimated useful lives of

each asset class as follows:

• Buildings 2%

• Motor Vehicles 10% - 50%

• Furniture, fixtures and fittings 8% - 67%

• Computers 13% - 67%

WINTON LAND LIMITED ANNUAL REPORT 202351
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

7. Investor returns and investment metrics

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

7.1. Basic earnings per share

20232022

Profit after income tax ($000s) 64,638 31,657

Weighted average number of ordinary shares (shares) 296,613,736 254,573,475

Basic earnings per share (cents) 21.79 12.44

7.2. 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. As at 30 June 2023, the weighted average number of shares for the purpose of diluted earnings per

share has been adjusted for 10,833,497 share options (30 June 2022: 10,936,400) issued under the Group’s Share

Option Plan. This adjustment has been calculated using the treasury share method.

20232022

Weighted average number of ordinary shares (shares) for basic earnings per share 296,613,736 254,573,475

Effect of share options dilution 10,874,799 5,872,697

Weighted average number of ordinary shares (shares) for diluted earnings per share 307,488,535 260,446,172

20232022

Profit after income tax ($000s) 64,638 31,657

Weighted average number of ordinary shares (shares) 307,488,535 260,446,172

Diluted earnings per share (cents) 21.02 12.15

8. Other

8.1. Selling expenses

Selling expenses include all costs related to the sale of inventory, primarily sales commissions, marketing and legal expenses.

8.2. Administrative expenses

ALL VALUES IN $000'S20232022

Auditors remuneration:

Audit and review of the financial statements (210) (250)

Tax compliance and advisory fees - (186)

Directors' fees (433) (309)

Employee benefits expense (9,900) (7,117)

Legal expense (3,151) (2,741)

Operating lease and rental payments (214) (132)

Other expenses (4,869) (2,261)

Total administrative expenses (18,777) (12,996)

52
8. Other (Continued)

8.2. Administrative expenses (Continued)

Ernst & Young (EY) were appointed as auditor of the Company on 26 October 2022 replacing KPMG. The 2023

auditor’s remuneration includes fees for both the annual audit of the financial statements and the review of the

interim financial statements as well as the audit of two subsidiary companies.

During the financial year 2022, the Company’s former auditor KPMG also received remuneration in relation to

their role as Investigating Accountant for the IPO and tax advisers. These fees were $699,000 and are included

within offer costs capitalised to equity. They also received remuneration in relation to property due diligence tax

advice. These fees for 2022 were $14,000 and are included within investment properties and accounts receivable,

prepayments and other receivables.

8.3. Taxation

(i) Reconciliation of accounting profit before income tax to income tax expense

ALL VALUES IN $000'S20232022

Profit before income tax 95,207 44,618

Prima facie income tax calculated at 28% (26,658) (12,493)

Adjusted for:

Prior period adjustment 9 4,095

Non-tax deductible revenue and expenses (2,812) (426)

Movement in temporary differences 5,245 4,332

Tax losses utilised - 79

Difference in tax rates (310) (42)

Current taxation expense (24,526) (4,455)

Prior period adjustment - (4,095)

Fair value gain on investment properties (4,756) -

Intangible asset (660) -

Capitalised interest 434 (1,368)

Inventories (1,177) (3,816)

Other 116 773

Deferred taxation expense (6,043) (8,506)

Total taxation reported in Consolidated Statement of Comprehensive Income (30,569) (12,961)

During 2022, the prior period adjustment of $4,095,000 related to an IRD binding ruling issued in February 2022 with

regards to the tax deduction permitted on inventory. This amount is required to be deducted 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 2023

WINTON LAND LIMITED ANNUAL REPORT 202353
8. Other (Continued)

8.3. Taxation (Continued)

(ii) Deferred taxation

ALL VALUES IN $000'S

2021

AS AT

2022

RECOGNISED

IN PROFIT

2022

AS AT

2023

RECOGNISED

IN PROFIT

2023

AS AT

Deferred tax assets

Employee benefits 90 62 152 136 288

Accounts payable, accruals and other payables 207 643 850 (305) 545

Lease liability 221 (47) 174 2,912 3,086

Share-based payment reserve - 232 232 358 590

Losses available for offsetting against future taxable income 79 (79) - - -

Gross deferred tax assets 597 811 1,408 3,101 4,509

Deferred tax liabilities

Accounts receivable, prepayments and other receivables 3 90 93 (201) (108)

Right-of-use asset 206 (49) 157 3,141 3,298

Inventories 1,483 9,276 10,759 704 11,463

Intangible asset - - - 660 660

Investment properties - - - 4,840 4,840

Gross deferred tax liabilities 1,692 9,317 11,009 9,144 20,153

Net deferred tax liability (1,095) (8,506) (9,601) (6,043) (15,644)

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. Current tax is recognised

in the profit or loss for the year. Deferred tax relating to items recognised outside profit or loss is recognised outside

profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive

income or directly in equity.

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 2023

54
8. Other (Continued)

8.3. 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’S20232022

Opening balance 18,967 15,184

Taxation paid / payable 19,616 3,783

Imputation credits attached to dividends paid (3,394) -

Closing balance available to shareholders for use in subsequent periods 35,189 18,967

8.4. Equity

(i) Capital

2023

SHARES

‘000S

2023

$000’S

2022

SHARES

‘000S

2022

$000’S

Shares issued 1 January 296,614 386,595 205,817 49,100

Primary issuance - - 90,044 350,000

Offer costs - - - (15,433)

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

Total shares issued and outstanding 296,614 386,595 296,614 386,595

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'S20232022

1.07 cents per qualifying ordinary share24-Aug-22 3,174 -

2.06 cents per qualifying ordinary share22-Feb-23 6,110 -

Total dividends 9,284 -

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202355
8. Other (Continued)

8.5. Accounts receivable, prepayments and other receivables

ALL VALUES IN $000'S20232022

Accounts receivable 110 14

Prepayments and other receivables 6,763 4,910

Total accounts receivable, prepayments and other receivables

6,873 4,924

Recognition and measurement

Accounts receivable are 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.

8.6. Intangible assets

ALL VALUES IN $000'S20232022

Opening balance 123 123

Acquisition through business combination 2,875 -

Amortisation (519) -

Total intangible assets 2,479 123

Recognition and measurement

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in

a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are

carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with finite lives are

amortised using the straight line method over the useful economic life and assessed for impairment whenever there is an

indication that the intangible asset may be impaired. Intangible assets consist of customer contracts of $2,356,000 as at 30

June (2022: nil). The useful lives as at 30 June 2023 for the customer contracts acquired was between two and five years

with no residual value.

Key estimates and assumptions

Assessing the carrying value of intangible assets requires management to estimate future cash flows to be generated

by the customer contracts. The key assumptions used in the future cashflows include the expected life of the customer

contract, expenses in relation to the contract, the average life of the contract and the appropriate discount rate to apply.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

56
8. Other (Continued)

8.7. Accounts payable, accruals and other payables

ALL VALUES IN $000'S20232022

Accounts payable 14,693 16,162

Accruals and other payables in respect of inventories 4,517 4,084

Accruals and other payables

10,930 4,327

Total accounts payable, accruals and other payables 30,140 24,573

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.

8.8. Lease liabilities

ALL VALUES IN $000'S20232022

Opening balance 622 790

Additions 11,497 -

Fair value adjustment - 76

Lease liability interest expense 1,071 63

Rent paid (2,169) (307)

Total lease liabilities 11,021 622

Lease liabilities relate to the ground lease and water space licence at Cracker Bay and the head office lease at Viaduct

Harbour in Auckland.

Recognition and measurement

Right of use assets are measured at cost comprising the amount of the initial lease liability, any payments made before the

commencement of the lease, direct costs and any restoration costs. Right of use assets are disclosed within the same line

item as that within which the corresponding underlying assets would be presented if they were owned. Some right of use

assets meet the definition of investment properties. Refer note 5 for policies and disclosure on investment properties.

Lease liabilities are measured at the net present value of the lease payments. These payments include fixed lease payments,

amount expected to be payable under residual value guarantees, variable lease payments that are based on an index or rate,

the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties

for terminating the lease, if the lease term reflects the lessee exercising that option.

These lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the

lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary

to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Subsequent to initial measurement, each lease payment is allocated between the principal and finance cost. The finance cost

is charged to the Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of

interest on the remaining balance of the liability for each period.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202357
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

8. Other (Continued)

8.9. 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'S20232022

Financial assets

Cash and cash equivalents

1

76,310 204,824

Restricted cash

2

- 810

Accounts receivable and other receivables 6,545 4,604

Deposits paid on Investment property acquisitions - 7,198

Total financial assets 82,855 217,436

Financial liabilities

Accounts payable, accruals and other payables 26,850 20,920

Lease liability 11,021 622

Total financial liabilities 37,871 21,542

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.

8.10. 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 cash and cash equivalents

with a floating interest rate.

The Group has no borrowings as at 30 June.

(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 8.9 approximates the Group’s maximum exposure to credit risk.

58
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

8. Other (Continued)

8.10. 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.

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

26,850 26,850 - - - 26,850

Lease liability 11,021 2,333 1,985 5,955 11,889 22,162

Total as at 30 June 2023 37,871 29,183 1,985 5,955 11,889 49,012

Accounts payable, accruals and

other payables


24,573


24,573


-


-


-


24,573

Lease liability 622 - 622 - - 622

Total as at 30 June 2022 25,195 24,573 622 - - 25,195

(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 (when any) 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.

WINTON LAND LIMITED ANNUAL REPORT 202359
8. Other (Continued)

8.11. 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'S20232022

Employee benefits expense 3,691 2,690

Share-based payment expense 1,338 662

Employee share bonus - 3,500

Executive Directors' fees 160 158

Key management personnel remuneration 5,189 7,010

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 members were granted 4,244,910 share options on 17 December 2021 with an exercise price

of $3.8870. Of these, 1,414,970 share options have a vesting date of 17 December 2025, 1,414,970 share options have

a vesting date of 17 December 2028 and 1,414,970 share options have a vesting date of 17 December 2031.

Transactions with related parties during the year

ALL VALUES IN $000'S20232022

Key management personnel 1,050 616

Shareholders - 10,500

Employees 2,145 1,381

Revenue from contracts with customers

3,195 12,497

As at 30 June, the Group has also entered into agreements for the sale of residential properties with Executive

Directors for $18,852,000 (2022: $24,515,000), key management personnel for $2,263,000 (2022: $2,268,000) and

employees for $4,968,000 (2022: $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.

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 $585,000 of development costs categorised as inventories (2022: $462,000) from WEL. As at 30 June 2023

there was nil (2022: nil) owing to WEL and included in account payables, accruals and other payables. There were no

other transactions between the Group and other companies to be disclosed.

Steven Joyce, an Independent Director is also a Director of Joyce Advisory Limited (JAS). During the year, the Group

incurred $57,000 of development costs categorised as inventories (2022: nil) from JAS. As at 30 June 2023 there was

$2,000 (2022: nil) owing to JAS and included in account payables, accruals and other payables. There were no other

transactions between the Group and other companies to be disclosed.

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

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

60
8. Other (Continued)

8.12. 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 CONDITIONSCONTRACTUAL LIFE OF OPTIONS

On 17 December 2021 1,896 4 years of service from grant date5 years of service from grant date

Same as above 1,896 7 years of service from grant date8 years of service from grant date

Same as above 7,041

10 years of service from grant date11 years of service from grant date

Total share options 10,833


The number of share options under the Share Option Plan are as follows:

NUMBER OF INSTRUMENTS (000’S)20232022

Opening balance 10,936 -

Granted during the year - 10,939

Forfeited during the year (103) (3)

As at 30 June

10,833 10,936

The weighted-average exercise price of all share options is $3.8870. The weighted-average remaining contractual life

for the share options outstanding as at 30 June 2023 was 6.9 years (2022: 7.9 years).

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 Plan 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 fair value of the share options as at 30 June 2023 is $2,338,000 (2022: $829,000).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

WINTON LAND LIMITED ANNUAL REPORT 202361
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

8. Other (Continued)

8.12. 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.

8.13. Investment in subsidiaries

The Company has the following wholly owned subsidiaries:

- Ayrburn Precinct Limited

- Ayrburn Transport Limited

(incorporated 22 March 2023)

- Ayrburn Wines Limited

- Ayrburn Wines Online Limited

(incorporated 15 July 2022)

- Beaches Developments Limited

- Bridesdale Farm

Developments Limited

- Cracker Bay Holdings Limited

(previously named Pier 1

Holdings Limited)

- Cracker Bay Operating Limited

(previously named Pier 1

Operating Limited)

- Francis Street Developments

Pty Limited

- Lakes Edge Developments Limited

- Lakeside Commercial Limited

(incorporated 15 July 2022)

- Lakeside Developments

2017 Limited

- Lakeside Residential Limited

- Launch Bay Townhouses Limited

- Longreach Developments Limited

- Marlborough Precinct

Holdings Limited

- Marlborough Precinct

Residential Limited

- Northbrook Launch Bay Limited

- Northbrook Arrowtown Limited

- Northbrook Avon Loop Limited

(previously named Avon Loop

Developments Limited)

- Northbrook Retirement

Villages Limited

- Northbrook Wanaka Limited

- Northbrook Wynyard Limited

(previously named Wynyard

Developments Limited)

- Northlake Developments Limited

- Northlake Investments Limited

- Northlake Residential Limited

- Northlake Townhouses Limited

- Parnell Developments Limited

- River Terrace

Developments Limited

- River Terrace Residential Limited

- Sunfield Developments Limited

- Waterfall Park Developments

Limited

- Winton Capital Limited

- Winton Fund Limited

- Winton Fund No.2 Limited

- Winton Group Holdings Limited

- Winton Partners Bellbird

Pty Limited

- Winton Property

Investments Limited

On 23 December 2022, Winton Advisory Limited was amalgamated with Winton Capital Limited. On 27 October 2022,

NB HoldCo 1 Limited (previously named Northbrook Avon Loop Limited) and NB HoldCo 2 Limited (previously named

Northbrook Wynyard Limited) were deregistered. On 1 May 2023, Northlake Apartments Limited was deregistered.

62
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

8. Other (Continued)

8.14. Capital and land development commitments

As at 30 June 2023, 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'S20232022

Development expenditure 53,636 119,332

Land purchases

55,116 146,200

Joint venture capital commitment

50,000 -

Total capital and land development commitments

158,752 265,532

8.15. Significant events after balance sheet date

On 22 August 2023, the Board of Directors approved the payment of a net dividend of 2.1600 cents per share to be

paid on 12 September 2023. The gross dividend (3.0000 cents per share) carries imputation credits of 0.8400 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 2023 in respect of this dividend.

WINTON LAND LIMITED ANNUAL REPORT 202363
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

9. 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 2023.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2023

ALL VALUES IN $000'S

ACTUAL

2023

UNAUDITED

PDS 2023*

Revenue 211,421 344,700

Cost of sales (102,689) (184,100)

Gross profit 108,732 160,600

Rent income 3,651 -

Other income 5,995 -

Fair value gain on investment properties 6,821 -

Selling expenses (8,234) (9,100)

Property expenses (1,337) (600)

Administrative expenses (18,777) (11,700)

Share-based payment expense (1,278) (1,700)

Earnings before interest, taxation and depreciation (EBITDA) 95,573 137,500

Amortisation (519) -

Depreciation (845) (700)

Earnings before interest and taxation (EBIT) 94,209 136,800

Interest income 2,631 1,800

Interest expense and bank fees (1,633) (800)

Profit before income tax 95,207 137,800

Income tax expense

Current taxation (24,526) (40,200)

Deferred taxation (6,043) 1,200

Total income tax expense (30,569) (39,000)

Profit after income tax 64,638 98,800

Items that may be reclassified to profit or loss:

Movement in currency translation reserve (539) -

Total comprehensive income after income tax attributable to the shareholders of the Company 64,099 98,800

Basic earnings per share (cents) 21.79 34.91

Diluted earnings per share (cents) 21.02 33.59

Explanation of Variances

The key variances to the PDS were:

- Lower income due to a lower number of units settled.

- Higher administrative expenses due to acquisition of Cracker Bay, higher legal fees and employee benefits expense.

- 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.

64
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

9. Comparison to prospective financial statements (Continued)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2023

ALL VALUES IN $000'S

ACTUAL

2023

UNAUDITED

PDS 2023*

Balance as at 1 July 2022 454,090 401,600

Total comprehensive income 64,099 98,800

Dividends to shareholders (9,284) (12,400)

Share-based payment expense 1,509 1,700

Balance as at 30 June 2023 510,414 489,700

Explanation of Variances

The key variances to the PDS were:

- Higher equity share capital due to raising more proceeds from primary issuance than forecast.

- Lower retained earnings due to lower 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 202365
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

9. Comparison to prospective financial statements (Continued)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2023

ALL VALUES IN $000'S

ACTUAL

2023

UNAUDITED

PDS 2023*

CURRENT ASSETS

Cash and cash equivalents 76,310 96,300

Accounts receivable, prepayments and other receivables 6,873 -

Inventories 91,128 7,200

Total current assets 174,311 103,500

NON-CURRENT ASSETS

Inventories 165,567 198,400

Investment properties 207,517 255,100

Property, plant and equipment 40,459 2,100

Right-of-use asset 281 200

Intangible assets 2,479 100

Total non-current assets 416,303 455,900

Total assets 590,614 559,400

CURRENT LIABILITIES

Accounts payable, accruals and other payables 30,140 27,400

Current lease liabilities 1,281 300

Taxation payable 23,395 40,200

Total current liabilities 54,816 67,900

NON-CURRENT LIABILITIES

Non-current lease liability 9,740 300

Deferred tax liabilities 15,644 1,500

Total non-current liabilities 25,384 1,800

Total liabilities 80,200 69,700

Net assets 510,414 489,700

EQUITY

Share capital 386,595 336,300

Foreign currency translation reserve (221) -

Share-based payment reserve 2,338 2,600

Retained earnings 121,702 150,800

Total equity 510,414 489,700

Explanation of Variances

The key variances to the PDS were:

- Lower cash due to lower settlements than forecast.

- Higher inventories due to lower settlements than forecast.

- Lower investment properties due to delayed development of investment properties.

- 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.

66
Notes to the Consolidated Financial Statements

For the year ended 30 June 2023

9. Comparison to prospective financial statements (Continued)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2023

ALL VALUES IN $000'S

ACTUAL

2023

UNAUDITED

PDS 2023*

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 221,497 338,500

Interest received 2,631 1,800

Net GST paid 6,931 1,800

Payments to suppliers and employees (165,748) (144,500)

Purchase of development land (20,179) (24,100)

Deposits paid on contracts for land (23,600) (20,000)

Interest and other finance costs paid (562) -

Income tax (paid) / received (9,117) (10,800)

Net cash flows from operating activities 11,853 142,700

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment 1,435 -

Intangible assets acquired (2,875) -

Acquisition of land for investment properties (63,965) (77,000)

Payments to suppliers and employees for investment properties (37,306) (120,000)

Acquisition of property, plant and equipment (26,203) (300)

Net cash flows from investing activities (128,914) (197,300)

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid (9,284) (12,400)

Payment of principal portion of lease liabilities (2,169) -

Net cash flows from financing activities (11,453) (12,400)

Net increase in cash and cash equivalents (128,514) (67,000)

Cash and cash equivalents at beginning of year 204,824 163,300

Cash and cash equivalents at end of year 76,310 96,300

Explanation of Variances

The key variances to the PDS were:

- Higher cash at beginning of year due to raising more proceeds from primary issuance than forecast.

- Less cash spent on operating activities due to lower settlements than forecast and higher payments to suppliers

and employees.

- Less cash spent on investing activities due to delayed development 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.

67
A member firm of Ernst & Young Global Limited






Independent Auditor’s Report to the shareholders of Winton Land Limited


Opinion

We have audited the financial statements of Winton Land Limited (the “Company”) and its

subsidiaries (together the “Group”) on pages 38 to 66, which comprise the consolidated statement

of financial position of the Group as at 30 June 2023, and the consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended of the Group, and the notes to the consolidated financial

statements including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 38 to 66 present fairly, in all

material respects, the consolidated financial position of the Group as at 30 June 2023 and its

consolidated financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards and International Financial

Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the Company and the

Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have

formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the financial statements section of our report.

We 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

we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the Company or

any of its subsidiaries.


Partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the business of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance

in our audit of the consolidated financial statements of the current year. These matters were

addressed in the context of our audit of the consolidated financial statements as a whole, and in

forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly,

our audit included the performance of procedures designed to respond to our assessment of the

risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit

opinion on the accompanying consolidated financial statements.

68

A member firm of Ernst & Young Global Limited

Capitalisation and allocation of property costs

Why significant How our audit addressed the key audit matter

The Group’s inventories, property, plant and

equipment under development (“PPE”), and

investment properties, of $257m, $32m and

$208m respectively, together represent 84% of

the Group’s total assets.

The Group’s inventories comprise land and

buildings that are being developed into

subdivisions or individual properties for sale.

The Group’s PPE comprise show suites and land

and buildings that are being developed into retail

premises that will be operated by the Group.

The Group’s investment properties comprise land

being developed into retirement villages and

commercial property.

Given the nature of the Group’s operations, it

incurs significant costs each year in acquiring and

developing its inventories, PPE and investment

properties.

Determining whether to capitalise or expense

property costs relating to inventories, PPE and

investment properties is subjective. The key

judgments used in this determination are:

►Whether costs are eligible for

capitalisation under the relevant

accounting standard (noting that there

are differing requirements related to

differing asset types); and

►How to allocate capitalised costs to

individual properties.

Disclosures relating to inventories, PPE and

investment properties and the associated

significant judgments are included in Note 4

Inventories, Note 6 Property Plant and

Equipment, and Note 5 Investment Property to

the consolidated financial statements.

Our audit procedures included the following:

►Held discussions with management to

understand:

►The process for capitalisation and

allocation of property costs.

►On a sample basis we:

►Reviewed the nature of property costs

capitalised to consider whether they were

eligible for capitalisation under the

relevant accounting standard.

►Agreed a sample of capitalised property

costs to invoice and supporting

documentation to assess the nature of the

cost and its allocation to individual

properties.

►Agreed significant property acquisitions to

purchase agreements and, where

relevant, settlement documentation.

►Performed analytical procedures in

relation to the cost of sale and margin

recorded on property sales to identify

outliers between similar properties as well

as between periods. We considered

whether any outliers suggested that

property costs had been allocated in an

inappropriate manner.

►Considered the adequacy of the disclosures in

the financial statements in relation to

inventories, PPE and investment property.

Other matter

The consolidated financial statements of Winton Land Limited for the year ended 30 June 2022

were audited by another auditor who expressed an unmodified opinion on those statements on

24 August 2022.

Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information

other than the consolidated financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we

do not express any form of assurance conclusion thereon.


A member firm of Ernst & Young Global Limited

Capitalisation and allocation of property costs

Why significant How our audit addressed the key audit matter

The Group’s inventories, property, plant and

equipment under development (“PPE”), and

investment properties, of $257m, $32m and

$208m respectively, together represent 84% of

the Group’s total assets.

The Group’s inventories comprise land and

buildings that are being developed into

subdivisions or individual properties for sale.

The Group’s PPE comprise show suites and land

and buildings that are being developed into retail

premises that will be operated by the Group.

The Group’s investment properties comprise land

being developed into retirement villages and

commercial property.

Given the nature of the Group’s operations, it

incurs significant costs each year in acquiring and

developing its inventories, PPE and investment

properties.

Determining whether to capitalise or expense

property costs relating to inventories, PPE and

investment properties is subjective. The key

judgments used in this determination are:

►Whether costs are eligible for

capitalisation under the relevant

accounting standard (noting that there

are differing requirements related to

differing asset types); and

►How to allocate capitalised costs to

individual properties.

Disclosures relating to inventories, PPE and

investment properties and the associated

significant judgments are included in Note 4

Inventories, Note 6 Property Plant and

Equipment, and Note 5 Investment Property to

the consolidated financial statements.

Our audit procedures included the following:

►Held discussions with management to

understand:

►The process for capitalisation and

allocation of property costs.

►On a sample basis we:

►Reviewed the nature of property costs

capitalised to consider whether they were

eligible for capitalisation under the

relevant accounting standard.

►Agreed a sample of capitalised property

costs to invoice and supporting

documentation to assess the nature of the

cost and its allocation to individual

properties.

►Agreed significant property acquisitions to

purchase agreements and, where

relevant, settlement documentation.

►Performed analytical procedures in

relation to the cost of sale and margin

recorded on property sales to identify

outliers between similar properties as well

as between periods. We considered

whether any outliers suggested that

property costs had been allocated in an

inappropriate manner.

►Considered the adequacy of the disclosures in

the financial statements in relation to

inventories, PPE and investment property.

Other matter

The consolidated financial statements of Winton Land Limited for the year ended 30 June 2022

were audited by another auditor who expressed an unmodified opinion on those statements on

24 August 2022.

Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information

other than the consolidated financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we

do not express any form of assurance conclusion thereon.

69

A member firm of Ernst & Young Global Limited

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 during the audit,

or otherwise appears to be materially misstated.

If, based upon 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.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of

the consolidated financial statements in accordance with New Zealand Equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such

internal control as the directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on

behalf of the entity the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Group or cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with International

Standards on Auditing (New Zealand) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is

located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-

assurance-practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our

auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Grant Taylor.



Chartered Accountants

Ernst & Young

22 August 2023



A member firm of Ernst & Young Global Limited

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 during the audit,

or otherwise appears to be materially misstated.

If, based upon 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.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of

the consolidated financial statements in accordance with New Zealand Equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such

internal control as the directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on

behalf of the entity the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Group or cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with International

Standards on Auditing (New Zealand) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is

located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-

assurance-practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our

auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Grant Taylor.



Chartered Accountants

Ernst & Young

22 August 2023

70
LAUNCH BAY

TOWNHOUSES

HOBSONVILLE POINT

NAME
LOCATION

WINTON LAND LIMITED ANNUAL REPORT 202371

Corporate

Governance

72
Corporate Governance

COMPANY INFORMATION

Winton is a limited liability company incorporated under the Companies Act 1993 (the Companies Act). 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 nine directors.

A copy 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 2023, 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 honestly 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 of the Company’s 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.


The Code of Ethics is reviewed at least every two years, with the last review conducted in June 2022.

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 202373
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 delegates 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

As at 30 June 2023, the Board comprises nine 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

1

Independent Director24 September 2021

GLEN TUPUHI

Independent Director24 September 2021

JAMES KEMP

Non-executive Director21 February 2022

JELTE BAKKER (ALTERNATE FOR JAMES KEMP)

Non-executive Director21 February 2022

STEVEN JOYCE

2

Independent Director22 June 2023

1. Anna Molloy has resigned from the Board, effective 22 August 2023.

2. Steven Joyce will stand for re-election at Winton’s FY23 annual shareholders’ meeting.

Corporate Governance continued

74
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 2023 is summarised below:

SKILL / EXPERIENCE

PROPERTY, PLANNING, CONSTRUCTION

RETIREMENT VILLAGE DEVELOPMENT AND / OR OPERATION

STRATEGY

FINANCE / ACCOUNTING

GOVERNANCE

PEOPLE & CULTURE

HEALTH & SAFETY

SUSTAINABILITY

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 nine

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. Of the remaining three Directors, two are appointed in

their capacity as representatives of a Substantial Product Holder.

During the period 1 July 2022 to 30 June 2023, meeting attendance for the Directors was as follows:

BOARDAUDIT AND

FINANCIAL RISK

NOMINATION AND

REMUNERATION

DIRECTOR

CHRIS MEEHAN (CHAIR)

•88•11

MICHAELA MEEHAN

•87

DAVID LIPTAK

•85•43

JULIAN COOK

•88

ANNA MOLLOY

•88•44•11

GLEN TUPUHI

•88•44•11

JAMES KEMP

•87

JELTE BAKKER (ALTERNATE FOR JAMES KEMP)

•86

STEVEN JOYCE

•80

1

1. No Board Meetings were held during the period 22 June 2023 (appointment date of Steven Joyce) to 30 June 2023.

WINTON LAND LIMITED ANNUAL REPORT 202375
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 nine director positions, including one alternate director. For the purposes of the NZX Listing Rules,

the Board has determined that, as at 30 June 2023, three Directors are independent directors, being Anna Molloy, Glen Tupuhi and

Steven Joyce.

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. The majority of 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, continues to be monitored on a regular basis.

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 2023 is set out in the table below:

AS AT 30 JUNE 2023AS AT 30 JUNE 2022

POSITION

FemaleMaleDiverseFemaleMaleDiverse1

DIRECTORS2

27-26

SENIOR MANAGEMENT3

23-23

EMPLOYEES2

,

3

2837-41223

1. Not reported in FY22.

2. Where an individual is an executive director on the Board, and is also an employee, they are counted twice.

3. Senior management team members are also included in employee statistics.

4. Not reported in FY23.

76
Corporate Governance continued

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).

Interests Register continued

All current declared interests of the Directors are listed in the table below, with those disclosures advised during FY23 shown in italics:

DIRECTORCOMPANY / ORGANISATIONPOSITION HELD

CHRIS MEEHAN

Korama Limited

Speargrass Holdings Limited

Woodside 45 Limited

WMC Development GP Limited

Director and Shareholder

Director and Shareholder

Director

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 (trading as Levande)

Chairman

Director

Director

Director

ANNA MOLLOY

ANZ New Zealand Investments Limited

Channel Infrastructure NZ Limited

Hingaia Consulting Limited

Director

Director

Director and Shareholder

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

STEVEN JOYCE

Joyce Advisory Limited

Icehouse Ventures Limited

The Icehouse Limited

Director and Shareholder

Director

Director

There have been no interest register entries in respect of use of company information by Directors.

During the year, the Board authorised the renewal of the Directors’ and Officers’ insurance cover as at 1 October 2022 for a period

of 12 months and has certified, in terms of section 162 of the Companies Act, that this cover is fair to the Company.

As permitted by the Company’s constitution and the Companies Act, the Company has also entered into 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.

Subsidiary Company Directors

As at 30 June 2023, Winton had 36 New Zealand subsidiary companies and 2 Australian subsidiary companies.

Chris Meehan is a Director of all 38 subsidiary companies.

WINTON LAND LIMITED ANNUAL REPORT 202377
Corporate Governance continued

Subsidiary Company Directors continued

Michaela Meehan is a Director of the following 21 New Zealand subsidiary companies: 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 Capital Limited, Winton Group Holdings

Limited and Winton Property Investments Limited.

Julian Cook is a Director of the following 6 New Zealand subsidiary companies: Northbrook Retirement Villages Limited,

Northbrook Launch Bay Limited, Northbrook Wanaka Limited, Northbrook Avon Loop Limited, Northbrook Wynyard Limited and

Northbrook Arrowtown Limited.

Iain Murray is a Director of the 2 Australian subsidiary companies: Francis Street Developments Pty Limited and Winton Partners

Bellbird Pty 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 members of senior management,

as appropriate, to attend committee meetings. All directors have a standing invitation to attend committee meetings.

Steven Joyce will be appointed as the chair of the Audit and Financial Risk Committee with effect from 22 August 2023.

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 discretion 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.

Steven Joyce will be appointed as the chair of the Nomination and Remuneration Committee with effect from 22 August 2023.

78
NORTHBROOK

ARROWTOWN

ARTIST IMPRESSION

WINTON LAND LIMITED ANNUAL REPORT 202379
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.”

Continuous 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 FY23 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 2023 are set out in the table below:

DIRECTORNO. OF SHARES ACQUIRED /

(DISPOSED)

CONSIDERATION PER SHAREDATE OF TRANSACTION

CHRIS MEEHAN (CHAIR) (BENEFICIAL INTEREST)

668,5951

24,7761

33,0771

10,0001

$1.9000

$1.9597

$2.0140

$2.0000

2 March 2023

3 March 2023

6 March 2023

8 March 2023

MICHAELA MEEHAN (BENEFICIAL INTEREST)

668,5951

24,7761

33,0771

10,0001

$1.9000

$1.9597

$2.0140

$2.0000

2 March 2023

3 March 2023

6 March 2023

8 March 2023

1. These transactions relate to acquisitions made by Korama Limited (as trustee of the Amarok Trust, a trust associated with Chris Meehan and Michaela Meehan).

The details of the Directors’ relevant interests in the Company’s financial products for the year ended 30 June 2023 are set out in

the table below:

DIRECTORNATURE OF RELEVANT INTERESTNO. OF SHARES

CHRIS MEEHAN (CHAIR)

Beneficial163,329,448

MICHAELA MEEHAN

Beneficial163,329,448

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.

80
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 of $20,000 to chair the Audit and Financial Risk Committee and $12,000 to chair any other 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 in FY23.

The remuneration paid to Directors of the Company during FY23 is as follows:

DIRECTORROLEDIRECTOR FEES PAID IN FY23

CHRIS MEEHAN

Board Chair

Executive Director

$40,000

$60,000

ANNA MOLLOY

Audit and Financial Risk Committee (Chair)

Nomination and Remuneration Committee (Chair)


Independent Director

$20,000


$12,000

$60,000

MICHAELA MEEHAN

Non-executive Director$60,000

DAVID LIPTAK

Non-executive Director$60,000

JULIAN COOK

Executive Director$60,000

GLEN TUPUHI

Independent Director$60,000

STEVEN JOYCE

1

Independent Director$1,484

JAMES KEMP

Non-executive Director-

JELTE BAKKER

Non-executive Director-

1. Steven Joyce was appointed to the Board on 22 June 2023.

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 Charter governs the responsibilities and process by which the committee will

adhere carry out its functions. The Committee is to consider benchmark 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

The Company 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.

WINTON LAND LIMITED ANNUAL REPORT 202381
Corporate Governance continued

LTI Plan continued

Every employee of Winton as at the date of listing (17 December 2021) 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 is the Chair of the Board of Directors of the Company and received fees in that capacity in FY23 as outlined above.

In addition, in his executive role as CEO of the Company, Chris Meehan’s remuneration for FY23 was $1,741,000. Mr Meehan did not

receive any additional remuneration (including any short-term or long-term incentives) during FY23 as CEO.

Employee’s Remuneration

Julian Cook is a Director of the Company and received fees in that capacity in FY23 as outlined above. In addition, in his executive

role as Director of Retirement Mr Cook received remuneration for FY23 of $240,000. Mr Cook did not receive any additional

remuneration (including any short-term or long-term incentives

1

) during FY23 as Director of Retirement.

There were 34 employees (or former employees) of Winton, not being Directors, who received remuneration and other benefits

in their capacity as employees that exceeded $100,000 during FY23, 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.

AMOUNT OF REMUNERATION

2

CURRENT EMPLOYEES

$100,001 to $110,0003

$110,001 to $120,0003

$120,001 to $130,0004

$130,001 to $140,0001

$140,001 to $150,0002

$160,001 to $170,0002

$170,001 to $180,0002

$180,001 to $190,0001

$190,001 to $200,0002

$200,001 to $210,0001

$210,001 to $220,0001

$220,001 to $230,0001

$230,001 to $240,0002

$260,001 to $270,0001

$290,001 to $300,0001

$310,001 to $320,0001

$330,001 to $340,0001

$340,001 to $350,0001

$350,001 to $360,0003

$500,001 to $510,0001

1. Remuneration does not include the grant of any options under the LTI Plan, with such remuneration to be captured on vesting.

2. Chris Meehan (as CEO) and Julian Cook (as Director of Retirement) are not included in this table as they are also Directors of the Company.

LAKESIDE
TE KAUWHATA

82

WINTON LAND LIMITED ANNUAL REPORT 202383
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.

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 13 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.

Winton concentrates on areas of highest population growth.

Our pre-sale strategy may incorporate a discount to market

prices at the time of sale, in particular for purchases with


a long settlement wait.

Reporting 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 or similar global impact 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, the financial position of contractors 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.

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.

84
Corporate Governance continued

Principal Business Risks and Key Strategies to Mitigate continued

AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK

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.

Julian Cook’s expertise as former CEO of one of New

Zealand’s largest retirement village operators Summerset

Group brings the necessary skills and knowledge to

Winton through Julian’s role as Executive Director of

Northbrook. Winton also retains expert external advisers

to advise on registration, statutory obligations and

ongoing compliance, as well as advice on upcoming

changes to relevant legislation

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.

Employee wellbeing is top of mind for Winton, and

benefits, monitoring and good work practices form part

of the Health and Safety system. This Master Health and

Safety system is implemented across the business, applying

to all projects, the corporate offices and as appropriate

where we interact with third parties. This programme

has been assessed and embedded with assistance of an

external Health, Safety and Wellbeing expert.

TECHNOLOGY AND

CYBERSECURITY RISK

The risk of Winton’s systems or data becoming

compromised, for example due to a cyberattack,

outage or human error in releasing private data.

Winton’s systems are managed by qualified third parties

and appropriate cybersecurity controls are in place.

Training and reinforcement of process is provided to

employees who have access to private data.

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.

Winton has searched international labour markets for

some roles.

WINTON LAND LIMITED ANNUAL REPORT 202385
Corporate Governance continued

Principal Business Risks and Key Strategies to Mitigate continued

AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK

CONSENTING RISK

Winton’s development activities typically require

it to achieve rezoning or resource consents

to allow development of its masterplanned

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 and 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 masterplanned communities.

Consenting risk helps create a barrier to entry which

benefits Winton.

LAND ACQUISITION RISK

Winton’s continued growth is dependent

on its ability to acquire attractive sites for

the development of new masterplanned

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. Change to

legislation is an ongoing risk.

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.

General engagement with legal advisors is regular and

ongoing to ensure Winton is informed on potential legislative

or statutory changes, and where appropriate, we submit to

government or relevant authority on such proposed change.

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 and

transitioning to a lower carbon economy. This is

likely to have various impacts on the longer-term

plans and operations of the Winton – specifically

in relation to the design, build and construction

of its Northbrook communities.

Winton will adopt the requirements under the Climate

Related Disclosures requirements to disclose more detail on

the risks and opportunities for its business and how different

global warming scenarios would impact its strategy in FY24.

This will highlight adaption and transitional risks relevant

to Winton and the industry it operates in. Appointment of

permanent Sustainability and External Relations Manager

to ensure Winton understands the requirements and

implications to new regulations.

FUNDING FOR STRATEGIC

GOALS RISK

The risk of not being able to fund strategic

decisions due to reduced balance sheet strength.

Winton continually evaluates its existing position and future

cashflows to prevent cash shortages, securing additional

equity or funding as required. Winton also continues to have

flexibility in its portfolio, allowing it to adjust settlement

dates or slow works as required to help avoid cash holes.

RESOURCE MANAGEMENT

ACT (RMA) RISK

Winton’s largest value uplift in its operations

comes from re-zoning land to residential which

is reliant on the RMA. Changes to the RMA could

have a significant impact on Winton’s business

and profitability.

Winton undergoes thorough planning under guidance of

external consultants prior to acquisition and during the initial

stages of development to reduce risk in relation to RMA

change. General engagement with external consultants and

experts is regular and ongoing to ensure Winton is informed

on potential legislative or statutory changes, and where

appropriate, submits to government or relevant authority on

such proposed change.




86
Corporate Governance continued

Health and Safety

Winton’s internal Health and Safety Committee (with Board oversight) monitors and manages 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 Company has continued to develop its

health and safety system and as noted in the ESG Section on page 28, a master health and safety system has been refined and

risk register developed for each business unit (across the land and vertical space) in recognition of the diverse nature of Winton’s

business activities. This system requires a strong level of communication and reporting across the design, procurement and

contractor management phase of projects.

The Company encourages active involvement by Directors, senior management, employees and contractors to participate in

improving health and safety within the organisation. Training across all levels of the business has been undertaken and ongoing

training is carried out on a regular basis. 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.

Tax Governance

Winton has implemented a Tax Governance Framework, which sets out the policies and processes in place to manage Winton’s tax

objectives, identification of tax risks, and its tax reporting requirements to the Board. The Tax Governance Framework is reviewed

by the CFO on an annual basis, or when material changes to the tax environment Winton operates in take place. Following each

review, the CFO will report to the AFRC, who will in turn consider any changes or issues that need to be submitted to the Board for

consideration. The Board is satisfied that Winton has effective policies and procedures to effectively manage Winton’s tax risk and

ensure that the Group meets its obligations. Winton continues to seek certainty on tax positions through proactive engagement

with advisors and tax authorities. Overall, Winton adopts a risk-adverse stance on all tax issues, and engages qualified third party

advisors to assist where appropriate.

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).

Following the decision to rotate external auditors, EY was appointed, and approved by the shareholders at Winton’s 2022 Annual

Shareholders’ Meeting.

EY, as the auditor of the FY23 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.

WINTON LAND LIMITED ANNUAL REPORT 202387
Corporate Governance continued

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.

Notice of Annual Shareholders’ Meetings

The Annual Meeting of Shareholders will again be run as a virtual-only meeting. It is expected to be held on Wednesday,


25 October 2023 at 11.00am (NZDT). The Notice of Meeting will be circulated at least 20 working days before the meeting and

will also be posted 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 (or subsidiaries) paid a total of $96,000 in donations for the year ended 30 June 2023, including:

• $64,000 to Te Aitanga A Mahaki, in the form of building supplies to be used to help rebuild flood damaged properties in the


Te Karaka, Gisborne community;

• $8,600 to the Mana Tāhuna Charitable Trust to help improve the wellbeing and health of families and individuals in the Tāhuna

Queenstown community; and.

• various donations to the Graeme Dingle Foundation and each of the Hawkes Bay Evergreen Foundation and Matai Charitable

Trust to help with the Gisborne and East Coast flood relief.

Dividends

The following dividends have been paid by the Company in the past two financial years:

DATE PAIDCENTS PER SHARETOTAL PAID FY23

$000’S

TOTAL PAID FY22

$000’S

14 SEPTEMBER 2022

1.073,174-

15 MARCH 2023

2.066,110-

TOTAL DIVIDENDS PER STATEMENT OF CHANGES IN EQUITY

9,284-

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, FY23:

• 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. An outline and Explanation of the Effects document is available at Winton’s Website.

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 FY23

Nil.

88
Corporate Governance continued

INVESTOR STATISTICS

20 Largest Registered Shareholders as at 30 June 2023

RANKHOLDER NAMENO. OF SHARES% OF SHARES

1.

Korama Limited163,329,44855.06

2.

Perpetual Corporate Trust Limited

1

51,453,56417.35

3.

Wanaka Partners, LLC28,683,0009.67

4.

JWA J Limited20,972,4187.07

5.

0to60 Nominee Limited5,145,3561.73

6.

Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,563,2691.20

7.

Christopher Peter Huljich & Constance Maria Huljich

& Elizabeth Ferguson Anne

2,967,2941.00

8.

HWM (NZ) Holdings Limited2,091,0250.70

9.

FNZ Custodians Limited1,725,6320.58

10.

Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43

11.

Motutapu Investments Limited1,286,3390.43

12.

Forsyth Barr Custodians Limited948,2290.32

13.

Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24

14.

Accident Compensation Corporation2656,2710.22

15.

HSBC Nominees (New Zealand) Limited2582,6270.20

16.

Joseph Davenport & Shelley Davenport514,5350.17

1 7.

Colin Ian Crombie & Heather Joy Hallam514,5350.17

18.

Leveraged Equities Finance Limited504,7000.17

19.

Forsyth Barr Custodians Limited483,0000.16

20.

Evenhall Pty Limited385,9010.13

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.

2. Shares held through the New Zealand Central Securities Depository Limited.

Distribution of Shareholders

The distribution of the ordinary shares and registered shareholdings as at 30 June 2023 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

1 TO 1,000

10219.6254,6440.02

1,001 TO 5,000

17333.27468,8780.16

5,001 TO 10,000

8816.92678,1170.23

10,001 TO 50,000

9518.272,166,1690.73

50,001 TO 100,000

203.851,364,4770.46

100,001 AND OVER

428.07291,881,45198.40

TOTAL

520100.00296,613,736100.00

WINTON LAND LIMITED ANNUAL REPORT 202389
Corporate Governance continued

Geographical Spread of Shareholders

The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2023 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

AUCKLAND & NORTHERN REGION

16932.50199,030,91867.1 0

WELLINGTON & CENTRAL DISTRICTS

8416.154,786,6861.61

NELSON, MARLBOROUGH & CHRISTCHURCH

6512.50484,5000.16

DUNEDIN & SOUTHLAND

519.812,070,7300.70

HAMILTON & SURROUNDING DISTRICTS

6913.271,098,0720.37

OVERSEAS

8215.7789,142,83030.06

TOTAL

520 100.00296,613,736 100.00

Substantial Product Holders

The persons, who, for the purposes of section 293 of the Financial Markets Conduct Act 2013, were substantial product holders in

the Company as at 30 June 2023 are as set out in the following table:

SUBSTANTIAL PRODUCT HOLDERNUMBER OF

SHARES WHEN

NOTICE WAS FILED

% OF SHARES

HELD AT DATE OF

NOTICE

KORAMA LIMITED

163,329,44855.06

TC AKARUA SUB TRUST

51,453,56417.35

WANAKA PARTNERS, LLC

28,683,0009.67

JWAJ LIMITED

20,972,4187.07

The total number of voting securities on issue as at 30 June 2023 was 296,613,736.

DIRECTORS’ STATEMENT

The Board is responsible for preparing the Annual Report. This report is dated 22 August 2023 and is signed on behalf of the Board

of Winton Land Limited by Chris Meehan, Chair and Anna Molloy, Director.

Chris Meehan


Chair

Anna Molloy


Director

90
Corporate Governance continued

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 later living brand.

NZ RegCo means NZX Regulation Limited.

NZX means the New Zealand Stock Exchange.

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 202391
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

Steven Joyce


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

Duncan Elley, General Manager Project Delivery

Company Secretary

Justine Hollows

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

Ernst & Young

2 Takutai Square

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

92
NORTHLAKE

WANAKA

WINTON LAND LIMITED ANNUAL REPORT 202393

WINTON.NZ
NORTHBROOK

WYNYARD QUARTER

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