SPH Notice – Macquarie Real Estate

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Disclosure of movement of 1% or more in substantial holding or change in nature of relevant
interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Winton Land Limited (Winton)
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 23 August 2023
Date this disclosure made: 31 August 2023
Date last disclosure made: 17 December 2021
Substantial product holders giving disclosure
Full names:
Macquarie Real Estate Management (Australia) Limited (MREMAL) as (i) manager of TC Akarua 2
Pty Ltd in its capacity as trustee of the TC Akarua Sub Trust (Akarua Sub Trust), and (ii) trustee for
Macquarie Group employees and personal investment vehicles owned by them and their
immediate families (Staff Investors).

Macquarie Real Estate Investment Holding (Australia) Pty Limited (MREIH); New South Wales
Treasury Corporation, as trustee for TCorpIM Opportunistic Fund C (TCorp Fund C); New South
Wales Treasury Corporation, as trustee for TCorpIM Opportunistic Fund D (TCorp Fund D); TC
Feeder LP (TC Feeder LP) (all such entities together, the Investor Entities); and Al Sariya Third
Commercial Investments RSC Limited as limited partner of TC Feeder LP (Al Sariya)

Summary of substantial holding
Class of quoted voting products: Ordinary shares in Winton (NZX: WIN, ISIN: NZWINE0003S1).
Summary for MREMAL, the Investor Entities and Al Sariya – in relation to shares for which the
Investor Entities are beneficial owners
For this disclosure,—
(a) total number held in class: 51,453,564 (Akarua Shares)
(b) total in class: 296,613,736
(c) total percentage held in class: 17.347%
For last disclosure,—
(a) total number held in class: 51,453,564
(b) total in class: 296,613,736
(c) total percentage held in class: 17.347%

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Summary for the Akarua Sub Trust, MREMAL, the Investor Entities and Al Sariya – in relation to a
restricted security agreement over Winton shares for which Korama Limited is the registered
holder
For this disclosure,—
(a) total number held in class: 146,333,700 (Korama Shares)
(b) total in class: 296,613,736
(c) total percentage held in class: 49.335%
For last disclosure,—
(a) total number held in class: 146,333,700
(b) total in class: 296,613,736
(c) total percentage held in class: 49.335%

Details of transactions and events giving rise to relevant event
As referred to in the Investor Entities’ disclosure of beginning to have a substantial holding made
on 17 December 2021, the shares of which the Investor Entities are the beneficial owners were
subject to a restricted security agreement between the Akarua Sub Trust and Winton dated 1
December 2021 (Akarua RSA). The “Restricted Period” under the Akarua RSA ended on 23 August
2023, meaning that the Investor Entities’ relevant interests in the Akarua Shares are no longer
qualified by the Akarua RSA.
Details after relevant event
Details for MREMAL, the Investor Entities and Al Sariya in respect of Akarua Shares
Nature of relevant interest(s):
Perpetual Corporate Trust Limited as custodian for the Akarua Sub Trust is the registered holder
of the Akarua Shares.

MREMAL has a relevant interest in the Akarua Shares by virtue of (in some circumstances) having
the power to control the acquisition or disposal of the Akarua Shares held by the Akarua Sub
Trust. MREMAL’s relevant interest arises under an investment management contract under which
MREMAL manages the Akarua Sub Trust. That investment management contract need not be
disclosed with this notice (in accordance with regulation 142 of the FMC Regulations).

The Investor Entities are the beneficial owners of the Akarua Shares and (in some circumstances)
have the power to control the disposal of the Akarua Shares by the Akarua Sub Trust. MREIH also
has a right to instruct MREMAL to the extent it acts as trustee for Staff Investors. The Investor
Entities’ relevant interests (other than as beneficial owners of the Akarua Shares) arise under
investment management contract(s), which need not be disclosed with this notice (in accordance
with regulation 142 of the FMC Regulations).

Material investment decisions in respect of TC Feeder LP are made by Al Sariya under an
investment management contract which need not be disclosed with this notice (in accordance

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with regulation 142 of the FMC Regulations), so Al Sariya (in some circumstances) has the power
to control the disposal of the Akarua Shares.

For that relevant interest,—
(a) number held in class: 51,453,564
(b) percentage held in class: 17.347%
(c) current registered holder(s): Perpetual Corporate Trust Limited
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: Not applicable
Details for Akarua Sub Trust, MREMAL, the Investor Entities and Al Sariya in respect of the Korama
Shares
Nature of relevant interest(s):

The relevant interest in respect of the Korama Shares arises under the restricted security
agreement between Korama Limited and Winton, under which Korama Limited agrees not to
dispose of more than 10% of the shares held by it at the date of quotation of Winton’s ordinary
shares, in a period which in part depends on the number of Akarua Shares held by the Akarua Sub
Trust. A copy of that agreement is attached to the event disclosure given by Winton on 17
December 2021. Because of the arrangements referred to above in respect of the Akarua Shares,
each of the Akarua Sub Trust, MREMAL, the Investor Entities and Al Sariya therefore has a
relevant interest in the Korama Shares as well.
For that relevant interest,—

(a) number held in class: 146,333,700
(b) percentage held in class: 49.335%
(c) current registered holder(s): Korama Limited
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable

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(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: Not applicable
Additional information
Address(es) of substantial product holder(s): C/- Macquarie Asset Management, 50 Martin Place,
Sydney, NSW 2000, Australia
Contact details: David Handelsmann, david.handelsmann@macquarie.com, +61 455 327 421
Nature of connection between substantial product holders: MREMAL and the Investor Entities are
(respectively) the manager of and investors in a pooled investment vehicle which holds the
Akarua Shares via the Akarua Sub Trust. To the extent that MREMAL holds any interests in that
pooled investment vehicle as trustee for Staff Investors, MREIH is the manager of that trust. Al
Sariya is the sole limited partner of TC Feeder LP.
Name of any other person believed to have given, or believed to be required to give, a disclosure
under the Financial Markets Conduct Act 2013 in relation to the financial products to which this
disclosure relates: Winton Land Limited (in relation to the Akarua Shares); Korama Limited (in
relation to the shares in Winton held by it other than the Korama Shares)
Certification
I, David Handelsmann, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.