Winton – Notice of Annual Shareholders’ Meeting 2023

As an owner of Winton Land Limited (Winton or the Company) the
Board invites you to join us for our Annual Meeting of Shareholders.
Where: The meeting will be held at the offices of Link Market Services,
Level 30 PwC Tower, 15 Customs Street West, Auckland 1010.
When: Wednesday, 25 October 2023, commencing at 12pm.
If you are attending the meeting in person, please bring your
Proxy Form or your CSN/Holder number with you to help make
registration quick and simple with the Link Market Services team.
Winton is also enabling a virtual shareholder meeting option for

you via the Link Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/win23. If you wish to join the meeting
online you will need your CSN/Holder number for verification. Further
instructions on how to participate are outlined in the “Important
Information” section at the bottom of this Notice of Meeting.
If you cannot attend, we encourage you to have your vote counted
by completing and lodging the Proxy Form in accordance with the
instructions within this Notice of Meeting so that it reaches Link
Market Services by Monday, 23 October 2023 at 12pm.
Business and agenda of meeting
1. Chair and Chief Executive Officer’s address
2. Resolutions
To consider and, if deemed fit, to pass the following ordinary
resolutions at the meeting:
Resolution 1 – Election of Steven Joyce as Director
That Steven Joyce, having been appointed by the Board and
only holding office until the Annual Meeting of Shareholders,
be elected as a Director of the Company.
Resolution 2 – Auditor’s Remuneration
That the Board be authorised to fix the fees and expenses
of Ernst & Young as the auditor of the Company for the
ensuing year.
For further detail, see the Explanatory Notes below.
3. Other Business and Shareholder Questions
To consider any other matter raised by a shareholder at

the meeting.
We look forward to welcoming you to the 2023 Annual Meeting

of Shareholders.
For and on behalf of the Winton Board of Directors,
Justine Hollows
General Manager, Corporate Services
25 September 2023
12PM, WEDNESDAY 25 OCTOBER 2023
Notice of
2023 Annual Meeting
of Shareholders
WINTON LAND LIMITED NOTICE OF ANNUAL MEETING 20231

WINTON LAND LIMITED NOTICE OF ANNUAL MEETING 20232
Explanatory Notes
Resolution 1: Election of Steven Joyce as Director
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance
with clause 25.2 of the Company’s constitution, a director
appointed by the Board must not hold office (without re-election)
past the next annual meeting following the director’s appointment.
If the director is eligible, they may offer themselves for election by
shareholders at the annual meeting following their appointment.
Steven Joyce was appointed by the Board on 22 June 2023 and,

being eligible, offers himself for election by shareholders at this
meeting. Steven Joyce is an independent Director. A brief biography
for Steven Joyce is set out below.
The Board unanimously recommends that shareholders vote in
favour of the election of Steven Joyce.
Resolution 2: Auditor’s Remuneration
The current auditor of the Company, Ernst & Young, be automatically
reappointed as Winton’s auditor at this meeting in accordance with
section 207T of the Companies Act 1993. Under that legislation, the
auditor’s fees and expenses must be fixed at the Annual Meeting of
Shareholders or in the manner that the Company determines at the
meeting. Shareholder approval is therefore sought for the Directors
of the Company to fix Ernst & Young’s fees and expenses for the
ensuing financial year.
Profile of Steven Joyce
Term of Office: Appointed Director on 22 June 2023
Steven has over 30 years of successful leadership experience across
a unique mix of commercial and government roles, working in
governance and executive positions.
While serving as a senior economic minister in the National
government in New Zealand, Steven held 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 Limited. Under his leadership, it became New Zealand’s second
largest radio company.
Steven holds a Bachelor of Science from Massey University.

WINTON LAND LIMITED NOTICE OF ANNUAL MEETING 20233
Important Information
Voting
1. Voting will be by way of poll, meaning that each shareholder of
Winton has one vote for each ordinary share in Winton held by
that shareholder. Voting entitlements will be fixed at 5:00pm
NZT on Friday, 20 October 2023. Registered shareholders at
that time will be the only persons entitled to vote at the meeting
(in person, online or by postal vote or proxy) and only the shares
registered in those shareholders’ names at that time may be
voted at the meeting.
2. Results will be posted on NZX and ASX once voting results have
been confirmed, after the conclusion of the meeting.
Proxy Appointment and Form
1. All shareholders are entitled to attend and vote at the meeting
or to appoint a proxy or representative (in the case of a
corporate shareholder) to attend and vote on their behalf.
Shareholders can still attend the meeting, even if they have
appointed a proxy (although they will not be able to vote if

a proxy has been appointed).
2. A proxy need not be a shareholder of Winton.
3. Shareholders who wish to vote by appointing a proxy to vote
on their behalf may direct their proxy to vote for or against a
resolution, to abstain from voting or to exercise their discretion
as to how to vote. Please note that your proxy will not be able to
vote at the meeting unless you have provided a voting direction
or discretion.
4. The appointment of a proxy must be made online at vote.
linkmarketservices.com/WIN or, if you complete the
accompanying Proxy/Voting Form in accordance with the
instructions set out in the form, received by Link Market Services
by no later than 12pm NZDT on Monday, 23 October 2023.
5. If, in appointing your proxy, you do not name a person to be
your proxy (either online or on the accompanying Proxy/Voting
Form), the Chair of the meeting will be your proxy and may only
vote in accordance with your express direction.
6. You may appoint the Chair of the meeting as your proxy. If you
appoint the Chair as proxy and the voting is left to the Chair’s
discretion, the Chair intends to vote in favour of each resolution.
Postal Votes and Electronic Voting
1. Instead of voting in person or by proxy, a shareholder may cast
an online or postal vote on all or any of the matters to be voted
on at the meeting. The Board has authorised Winton’s share
registrar, Link Market Services, to receive and count postal votes
at the meeting.
2. A Postal Voting Form is enclosed with this notice (combined
with the Proxy Form). If you wish to cast a postal vote you must
vote by no later than 12pm NZDT on Monday, 23 October 2023
either:
a. vote online at vote.linkmarketservices.com/WIN or by
scanning the QR code on the Proxy/Voting Form; or
b. completing the Proxy/Voting Form and send it to Link
Market Services, in accordance with the instructions set out
on the form.
Meeting Attendance
Shareholders (and appointed proxies) will be able to attend and
participate in the meeting in person at the offices of our share
registrar, Link Market Services, at the address noted on the front
page, or virtually via an online platform provided by Link Market
Services, at www.virtualmeeting.co.nz/win23. Shareholders
attending and participating in the meeting virtually via the online
platform will be able to vote and ask questions during the meeting.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions virtually during the
meeting) is available in the Virtual Annual Meeting Online Portal
Guide available at: https://bcast.linkinvestorservices.co.nz/generic/
docs/OnlinePortalGuide.pdf
Winton strongly recommends that shareholders who wish to
participate in the meeting virtually log in to the online portal at least
15 minutes prior to the scheduled start time for the meeting.
Shareholder Questions
Following the conclusion of formal business, there will be an
opportunity for shareholders at the meeting to ask questions.

To encourage shareholder participation, we also invite those unable
to attend in person to submit questions ahead of the meeting. If you
would like to submit a question you can do so online or using the
enclosed Proxy Form.
Directions
The venue for the in-person meeting is located in the PwC Tower
which is part of the Commercial Bay precinct in the Auckland CBD.
On arrival in the SkyLobby via the entry on Customs Street West,
please select the lift to Level 30 to access the meeting venue at
Link’s offices. The building is easily accessed from Britomart and the
ferry terminal if you are arriving on public transport. There are also
public carparking options available, including the Downtown carpark
(closest) and Britomart carpark (short walk).
Recording
A recording of the meeting will be available on the company’s website
(Winton) following the meeting.

We build
neighbourhoods
WINTON.NZ

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LODGE YOUR PROXY / POSTAL VOTE
Online:
vote.linkmarketservices.com/WIN
Scan & email: Mail:
meetings@linkmarketservices.com Use the enclosed reply paid
envelope or address to:
Deliver: Link Market Services Limited
Link Market Services Limited PO Box 91976
Level 30, PwC Tower, Victoria Street West
15 Customs Street West, Auckland 1142
Auckland 1010

Scan this QR code with your smartphone and vote online



General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR WINTON LAND LIMITED’S 2023 ANNUAL MEETING
The Winton Land Limited (“Company”) Annual Meeting of Shareholders will be held at the offices of Link Market Services, Level 30 PwC Tower, 15
Customs Street West, Auckland and online at www.virtualmeeting.co.nz/win23, on Wednesday, 25 October 2023 commencing at 12pm. If you will attend
the Meeting online, you will require your Holder Number for verification purposes.

If you wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions above) to the Company’s
share registry, Link Market Services Limited, by no later than 12pm, Monday 23 October 2023. You can also appoint your proxy online by going to
vote.linkmarketservices.com/WIN or by scanning the QR code above with your smartphone.

Appointment of proxy
If you are a shareholder entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy to attend and vote instead of you. This proxy
form may be completed online, mailed, delivered, or scanned and emailed in accordance with the instructions above. A proxy need not be a shareholder
of the Company. A company may appoint a person to attend and vote at the meeting as its representative in the same manner as a proxy is appointed. If
you wish, you can appoint the Chair of the Meeting as your proxy. If you return this Proxy Form without appointing a proxy, the Chair of the meeting will
vote in accordance with your express instructions.

Voting of your holding
Direct your proxy how to vote by making the appropriate election in respect of each resolution. If you elect “discretion” on any resolution, you are directing
your proxy or representative to decide how to vote on that resolution on your behalf. If you elect the “abstain” box on any resolution, you are directing your
proxy or representative not to vote on that resolution. If you make more than one election in respect of a resolution your vote will be invalid on that
resolution. Please note that your proxy will not be able to vote at the Annual Meeting unless you have provided a voting direction or discretion. If the Chair
of the Meeting is appointed as your proxy but you have not directed the Chair how to vote on a particular resolution, the Chair intends to vote your shares
in favour of all the Resolutions.

Postal Vote
As a shareholder entitled to vote at the Annual Meeting, you are entitled to vote by postal vote. You can cast your postal vote online or by one of the other
methods listed above. If you return your postal vote without indicating how you wish to vote, or your indication on how to vote is unclear, on any resolution,
you will be deemed to have abstained from voting on that resolution. If you complete the postal vote section and also appoint a proxy, then your postal
vote will be cast and your proxy appointment will not be counted, but your proxy may still attend the meeting on your behalf. If this form is returned duly
signed by a shareholder with voting instructions completed but without indicating that it is a postal vote or proxy has been appointed, it will be deemed to
be a postal vote.

Attending the meeting
If you propose to attend the Annual Meeting in person, please bring this Proxy Form to the meeting to assist with your registration. All shareholders must
register with Link Market Services prior to entering the meeting room.

Signing instructions for proxy forms
Individual
Where the holding is in one name, this form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint security holders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder in the Company’s share register will prevail.
Power of Attorney
This form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a solicitor, Justice
of the Peace or Notary Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the instructions
above, not later than 12pm on Monday, 23 October 2023.
Corporate Shareholder
In the case of a corporate shareholder, this form must be signed by a director or a duly authorised officer acting under the express or implied authority of
the shareholder, or an attorney duly authorised by the shareholder.

POSTAL VOTE / PROXY FORM

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
Note: If you wish, you may appoint the Chair of the Meeting as your proxy. To do this, enter “the Chair” in the space allocated below.
I/We being a shareholder(s) of Winton Land Limited

appoint __________________________________________at _________________________________________________
(full name of proxy) (e-mail address)
or failing that person __________________________________________at _________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held online on Wednesday, 25 October 2023,
at 12pm and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
on a poll and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions:

Tick (✓) in box to vote
ORDINARY RESOLUTIONS:
For Against Abstain Discretion
1. That Steven Joyce, having been appointed by the Board and only holding office until
the Annual Meeting, be elected as a Director of the Company.
   
2. That the Board be authorised to fix the fees and expenses of Ernst & Young as the
auditor of the Company for the ensuing year.
   

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). If you do not mark any appropriate box for a particular resolution then your proxy will not be able to vote. The proxy is appointed
only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, will have the opportunity to ask questions during the meeting. Shareholders can submit a question prior to
the meeting online by going to vote.linkmarketservices.com/WIN and completing the online validation process, or by completing the question section below
and returning this form to Link Market Services. Questions will need to be submitted by 12pm on Monday, 23 October 2023. The Company has the
discretion as to which of these questions will be addressed at the Annual Meeting.








SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________
Electronic Investor Communications: If you received the notice of meeting and proxy form by mail and wish to receive your future investor
communications by email, please provide your email address below.
Question: