Winton Land Limited/Announcement
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Winton's pre-sale strategy delivers in difficult market

Full Year Results22 August 2024WINReal Estate

23 August 2024

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 2024


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

financial year ended 30 June 2024:


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


(b) the Investor Presentation;


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


(d) the Greenhouse Gas Emissions Inventory Report; and


(e) the Climate-Related Disclosures.


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

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MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN

23 August 2024

WINTON’S PRE-SALE STRATEGY DELIVERS IN DIFFICULT MARKET

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

2024 (FY24) with revenue of $173.6 million, earnings before interest, tax, depreciation and

amortisation (EBITDA) of $29.5 million and profit after tax of $15.7 million.

During FY24, Winton’s longstanding pre-sale strategy served it well with 345

1

settlements. These

were skewed slightly to the second half, with 187 units settled, compared to 158 units in the first half

of FY24. This compares to 565 units in FY23, where the development and construction project

timeline led to an exceptional year of delivery.

Chris Meehan, Chair and CEO of Winton said: “The financial results don’t capture the resilience and

progress that Winton made during FY24. Despite a difficult market and very challenging economic

conditions, we have continued to deliver pre-sold properties, complete new projects and diversify

our revenue streams. This steadfastness is a testament to Winton’s commitment and ability to

weather market fluctuations.”

“Even with a slow market and challenging economic conditions, Winton finished the year with a

landbank yield of c6,000 units, cash holdings of $41.7 million and a solid pre-sale book

2

that has

increased in the weeks after the end of the financial year to $411.7 million as at 23 August 2024.”

Similar to the decline reported in the half-year FY24 results, earnings before interest, tax,

depreciation and amortisation (EBITDA) of $29.5 million and profit after tax of $15.7 million were

down 69.1% from $95.6 million and 75.6% from $64.6 million respectively in FY23. The decrease is

attributable to the lower number of settlements, higher cost of sales per unit from a higher

percentage of built product, a $1.7 million fair value loss in FY24 compared to a $6.8 million gain in

FY23, higher administration expenses from the establishment and operation of Ayrburn, and an

abnormal one-off tax adjustment associated with a change in tax deductibility. This was slightly offset

by lower selling expenses from selling fewer units, higher interest income, and lower current and

deferred tax as a result of the above.

As previously communicated, a $80.0 million debt facility was established, secured only against the

Lakeside development, to fund Winton’s wider growth plans. As at 30 June 2024, the drawn-down

balance was $64.8 million. Winton has no recourse debt at group level and all other properties across

the group remain unencumbered.

A core part of Winton is unlocking land value for masterplanned neighbourhoods and development

projects. In FY24, Winton continued the momentum with value-creating outcomes on a number of

projects. The plan change for Stage 18 at Northlake was approved unlocking a total of 125 lots, and

rezoning has been approved to enable 7 prestigi ous residential lots at Ayrburn. In addition, resource


1

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

2

Pre-sales are unconditional and conditional sale contracts to be recognised as revenue in future years.


2

consent was granted for Northbrook Arrowtown

3

including the adjacent boutique hotel. Resource

consent was also granted for Northbrook Launch Bay.

In December, Winton opened the multi-venue Ayrburn hospitality precinct in Arrowtown, which was

an incredible undertaking by the development team to deliver spectacular venues, while maintaining

and celebrating the heritage of their original purpose as farm buildings. The Ayrburn masterplan has

been designed to uplift the value of neighbouring Northbrook Arrowtown and Winton-owned

residential land. The response to date has been exceptional with approximately 150,000 visiting

Ayrburn since opening and it is expected to increase year on year.

Northbrook now has three locations registered under the Retirement Villages Act 2003 and full-scale

Display Suites – Northbrook Wynyard Quarter, Northbrook Wanaka and Northbrook Arrowtown.

Construction of Northbrook Wanaka has continued at pace in preparation for Stage One completion

in May 2025. At Northbrook Wynyard Quarter, piling and basement construction was delayed from

February 2024 due to industry-wide issues around structural engineering and the Auckland Council

consenting process, which required changing structural engineers. Practical completion remains on

schedule, with an anticipated occupation date for residents of FY28.

The Board has paused paying a dividend to maintain financial discipline through softer market

conditions while enabling Winton to continue executing its growth plans. Therefore, the total

dividend for FY24 was 0.55 cents per share reflecting the dividend paid for the six months ending 31

December 2023.

Chris Meehan concludes: “Property development is cyclical, and Winton’s experience gives us

confidence that we are playing the cycle as best we can, and we are well prepared to weather

continued challenging conditions until it does turn around. We know this won’t be the case for other

industry players or an enticing time for new entrants to enter the industry. Our job is to continue to

progress with discipline and to set Winton up well for when the market becomes more buoyant.

We remain cautious about the market conditions for the year ahead and will continue to operate

with discipline. There is a lot to look forward to, and we are grateful to continue sharing Winton’s

success with its partners, contractors, service suppliers, shareholders and employees.”

Winton’s Annual Report is also released today with the Company’s FY24 results, which contain

important information related to the company’s governance, financial commentary, Northbrook,

Ayrburn, Cracker Bay and ESG.

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




3

A variation to the resource consent for Northbrook Arrowtown was submitted in April 2024.


3

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 12 masterplanned communities, Winton has a portfolio

of 23 projects expected to yield a combined total of circa 6,000 residential lots, dwellings, apartment

units, retirement village units and commercial lots. Winton listed on the NZX and ASX in 2021.

www.winton.nz

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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 2024

Previous Reporting Period 12 months to 30 June 2023

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$173,597 (21%)

Total Revenue $173,597 (21%)

Net profit/(loss) from

continuing operations

$15,746 (76%)

Total net profit/(loss) $15,746 (76%)

Interim/Final Dividend

Amount per Quoted Equity

Security

It is not proposed to pay dividends

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.74 $1.71

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This announcement is extracted from Winton’s audited financial

statements as at and for the twelve months ended 30 June

2024. A copy of these audited financial statements is attached to

this announcement. To ensure consistency with the current

period, comparative figures have been amended to conform with

the current period presentation where applicable.

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


23 August 2024


Audited financial statements accompany this announcement.

---

winton.nz
ANNUAL REPORT

12 MONTHS ENDING

30 JUNE 2024

ANNUAL REPORT 2024
FC The Woolshed,

Ayrburn

01 Northbrook Wanaka,

Northlake

Key Highlights
Letter from CEO and Chair

Financial Commentary

Leadership and Governance

Residential

Retirement – Northbrook

Commercial – Cracker Bay

Commercial – Ayrburn

Sustainability – Ayrburn

Winton ESG

Financial Statements

Corporate Governance

Directory

02

04

10

12

14

18

22

24

30

36

Contents

75

95

45

ANNUAL REPORT 2024WINTON LAND LIMITED | 01

Key highlights
C. 6,000

Units2 landbank yield

$15.7m

Net profit after tax

$173.6m

Revenue

$411.7m

1


of gross pre-sales secured

40.5%

Gross profit margin

$70.3m

Gross profit

1. Pre-sales are as at 23 August 2024. Pre-sales are unconditional

and conditional sale contracts to be recognised as revenue in future

years. 2. Units comprise residential land lots, dwellings, townhouses,

apartments, retirement living units and commercial units.

$41.7m

Cash and cash equivalents

02 The Barrel Room,

Ayrburn

ANNUAL REPORT 202402 | WINTON LAND LIMITED

211
Employees

78%

3


of portfolio (by units) are residential lots

LIMITING EXPOSURE TO CONSTRUCTION

872

Retirement living units yield

ACROSS 5 LOCATIONS

524

Total shareholders

3. Target units to be developed from 1 July 2024 onwards on existing projects based on management estimates

and masterplans current as at 30 June 2024. Target total units, target product mix and target settlement period

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

345

Units delivered and settled

12

Masterplanned

communities

23

Current projects

ANNUAL REPORT 2024WINTON LAND LIMITED | 03

A
s I write this letter to shareholders

and reflect on FY24, it is fair

to say this year’s financial

results don’t fully capture the resilience

and progress that the Winton team

has demonstrated. Despite a difficult

market and very challenging economic

conditions, we have continued to deliver

pre-sold properties, complete new

projects, and diversify our revenue

streams. This steadfastness is a

testament to our commitment and our

ability to weather market fluctuations.

During FY24, Winton’s longstanding


pre-sale strategy served us well and

345 units4 were settled, delivering

$173.6 million in revenue, down

21.5% from $221.1 million in FY23.

The decrease reflects the prior year

being a significant year of delivery

for residential development and the

current challenging market conditions.

A higher proportion of built product

settled in FY24, driving higher unit

prices and, therefore, higher average

revenue per unit. However, due to the

higher proportion of built product

compared to the prior year, the cost

of sales was higher per unit and, as a

result, the total cost of sales increased

by 0.6% compared to FY23.

Similar to the decline reported in

the half-year FY24 results, earnings

before interest, tax, depreciation and

amortisation (EBITDA) of $29.5 million

and profit after tax of $15.7 million were

down 69.1% from $95.6 million and

75.6% from $64.6 million respectively.

The decrease is attributable to the lower

number of settlements, higher cost of

sales per unit for built product mentioned

above, a $1.7 million fair value loss in

FY24 compared to a $6.8 million gain in

FY23, higher administration expenses

from the establishment and operation of

Ayrburn, and an abnormal one-off tax

adjustment associated with a change in

tax deductibility. This was slightly offset

by lower selling expenses from selling

less units, higher interest income, and

lower current and deferred tax as a result

of the above.

As we communicated at half-year

results, we were cautious going into

2024 and prepared for sales to remain

slower, inflation to remain elevated,

with continued interest rate pressure

on buyers. While opening Ayrburn in

Arrowtown has increased expenses, we

have remained disciplined throughout the

business to not only weather the current

sales environment but also come out the

other side well-placed to benefit from an

improving economy.

Even with a slow market and challenging

economic conditions, Winton finished the

year with a solid pre-sale book that has

increased in the weeks after the end of

the financial year to $411.7 million as at


23 August 2024. We believe in difficult

times buyers naturally gravitate to

trusted developers in a financially stable

position and we have observed that our

pre-sale book is benefitting from these

as smaller developers bow out and

coverage of unfortunate insolvencies or

paused projects has continued.

Currently, Winton has a landbank yield

of c6,000 units, including 872 retirement

living units, and cash holdings of $41.7

million. In December, an $80.0 million

debt facility was established, secured

only against the Lakeside development,

to fund Winton’s wider growth plans.

As at 30 June 2024, the drawn-down

balance was $64.8 million. Winton has

no recourse debt at group level and all

other properties across the group remain

unencumbered.

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

Letter from CEO and Chair

Chris Meehan

03

03 Chris Meehan,

Chief Executive Officer

04 Northbrook Wanaka,

Northlake

ANNUAL REPORT 202404 | WINTON LAND LIMITED

04
ANNUAL REPORT 2024WINTON LAND LIMITED | 05

A
core part of Winton is unlocking

land value for masterplanned

neighbourhoods and

development projects. In FY24, Winton

continued the momentum with value-

creating outcomes on a number of

projects. The plan change for Stage 18

at Northlake was approved unlocking

a total of 125 lots, and rezoning has

been approved to enable 7 prestigious

residential lots at Ayrburn. In addition,

resource consent was granted for

Northbrook Arrowtown5 including

the adjacent boutique hotel and

resource consent was also granted for

Northbrook Launch Bay.

In line with Winton’s strategy of

diversifying revenue to create


recurrent income, Winton has three

segments of the business – residential,

retirement, and commercial, which are

covered in the following pages, but

I want to mention some significant

highlights here. In December, Winton

opened the multi-venue Ayrburn

hospitality precinct in Arrowtown, which

was an incredible undertaking by the

development team to deliver spectacular

venues, while maintaining and

celebrating the heritage of their original

purpose as farm buildings. We were

delighted to receive Excellence and Best

in Category in the Tourism and Leisure

Property Award at the Property Council

New Zealand Awards. I am proud of

what the team has delivered so far, and

I love seeing people come together and

enjoy themselves there. We still have a

lot to deliver, and we are excited to share

more venues with the community and

visitors to the region.

06

05

5. A variation to the resource consent for Northbrook Arrowtown was submitted in April 2024.

Letter from CEO and Chair

THE AYRBURN MASTERPLAN

HAS BEEN DESIGNED

TO UPLIFT THE VALUE

OF NEIGHBOURING

NORTHBROOK ARROWTOWN

AND WINTON-OWNED

RESIDENTIAL LAND.

ANNUAL REPORT 202406 | WINTON LAND LIMITED

W
inton opened two additional

Northbrook Display Suites

and registered the respective

locations under the Retirement Villages

Act 2003. All three Display Suites

have been a true testament to the

Northbrook product and have given

potential residents the opportunity

to experience it for themselves. Sales

are going well but as expected, have

slowed over the winter months, and

so we look forward to continuing the

momentum as construction progresses.

Construction of Northbrook Wanaka

has progressed at pace in preparation

for Stage One completion in May

2025, and the refurbishment of the

Cracker Bay office building is nearing

completion in the first half of FY25.

05 The Woolshed,

Ayrburn Arrowtown

06 The Winton team receiving the award

for ‘Excellence and Best in Category

in the Tourism and Leisure Property’

for Ayrburn at the recent Property

Council New Zealand Awards

07 Northbrook Wynyard,

Auckland

07

ANNUAL REPORT 2024WINTON LAND LIMITED | 07

ESG Progress
W

inton has continued to make

good progress on integrating

ESG considerations into

the business and reporting on them.

Earlier in FY24, Winton’s sustainability

framework was approved by the

management team and supported

by the Board. During the year it has

become central to our ongoing efforts,

aligning what we do with the agreed

commitments within that framework.

The most significant ESG milestone

was completing the internal process

necessary to meet the requirements

of the XRB Climate Standards and the

subsequent disclosures. The process

reflects company-wide input including

the Winton Board, management team

and business leaders. Alongside the

Annual Report, we have disclosed

two standalone documents: Winton’s

FY24 Climate-Related Disclosures and

Winton’s FY24 GHG Emissions Inventory

Report. Winton’s FY24 GHG Emissions

Inventory Report, which now includes

all emissions from construction and the

operations of the growing business,


is assured by Deloitte Limited.

From a governance and social

perspective, we implemented new

internal policies covering cyber security,

data privacy, digital acquisition and

GHG Inventory Management. We

implemented a health and safety metric

that is appropriate for the Winton

business and disclosed it in the ESG

section of this report.

We have aligned our community

donations and sponsorships with the

sustainability framework to contribute

to the communities we operate in. In

FY24, we contributed approximately

$380,000 to benefit the community

through sponsorships, donations, and

community initiatives.

While there is still much to do, we

appreciate external commentators noting

our improvements, including the recent

Qualmark certification for Ayrburn and

the Forsyth Barr ESG Survey.

08

Letter from CEO and Chair

ANNUAL REPORT 202408 | WINTON LAND LIMITED

Board of Directors
T

he Board appointed Guy Fergusson

as a non-executive director on

24 November 2023. The Board

has subsequently determined that Guy

is an Independent Director and will

hold office until Winton’s 2024 Annual

Meeting, when he will retire and offer

himself for election by shareholders. Guy

is a member of the Audit and Financial

Risk Committee and the Nomination and

Remuneration Committee. Guy has been

a great addition to the Board, bringing

vast corporate finance and capital


markets experience.

Jelte Bakker was appointed James

Kemp’s alternate director in February

2022 and ceased to be an alternate

director on 24 May 2024, while James

Kemp remained.

David Liptak retired from the Board on

12 February 2024 after many years of

involvement in Winton. He became a

cornerstone investor, and his investment

in 2017 was the catalyst for Winton’s

transformation and accelerated growth

plans. His support and contribution as a

Board member over the years have been

invaluable. The Board and management

are grateful for his time and resolute

support. Personally, I sincerely thank him

for his loyalty and his belief in our vision.

While the Board has changed over

the past year, we are happy with

where we are and believe the current

mix of skills and experience will prove

invaluable to Winton.

Dividend

The Board has decided to pause paying

a dividend to maintain financial discipline

through softer market conditions, while

enabling Winton to continue to execute

its growth plans.

Market and Outlook

Property development is cyclical, and

Winton’s experience gives us confidence

that we are playing the cycle as best we

can, and we are well prepared to weather

continued challenging conditions until

it does turn around. We know this won’t

be the case for other industry players

or an enticing time for new entrants to

enter the industry. Our job is to continue

to progress with discipline and to set

Winton up well for when the market

becomes more buoyant.

Interestingly, Queenstown and the

surrounding region have remained

strong, and we believe they will continue

to be so.

We remain cautious about the market

conditions for the year ahead and will

continue to operate with discipline.

There is a lot to look forward to, and


we are grateful to continue sharing

Winton’s success with its partners,

contractors, service suppliers,

shareholders, and employees.

Thank you for your continued support.

Chris Meehan

Chair and Chief Executive Officer

09

08 ALTA Villas,

Northlake Wanaka

09 Launch Bay Townhouses

and Apartments,

Hobsonville Point

ANNUAL REPORT 2024WINTON LAND LIMITED | 09

W
inton has delivered revenue

of $173.6 million in FY24,

21.5% down from $221.1 million

in FY23. A total of 345 units were settled,


a decrease of 220 units.

Cost of sales of $103.3 million is slightly

higher than FY23 by $0.6 million. This is

largely a result of the 12.7% increase in

built product settled by volume in FY24

which has a higher cost per unit than

land lot sales.

In FY24, Winton opened Ayrburn and

continued to generate annuity income

from Lakeside Commercial and Cracker

Bay, generating a total of $11.0 million

revenue for the period.

A fair value loss of $1.7 million results

from the revaluation of commercial assets

and retirement land within the investment

properties portfolio. This compares

to a gain of $6.8 million in FY23. The

movement results from the timing of

consents granted, the properties being

revalued, and the original purchase price

of the underlying land. We note that

property, plant, and equipment are held

at cost less accumulated depreciation,

and inventories are held at the lower of

cost and net realisable value.

Administrative expenses increased by

$11.3 million in FY24. $7.5 million of this

is due to increased employee benefits,

with an increased headcount in FY24

to support Winton’s growth and new

operating businesses. Establishment

costs of $2.7 million were incurred in

relation to the pre-opening of Ayrburn,

and these include branding, marketing,

recruitment, and employee training. The

remainder of the increase is due to the

growth of Winton’s operations and some

inflationary pressures.

Selling expenses were lower in FY24 by

26.7% due to reduced sales commission

and marketing spend.

The FY24 results include a one-off, non-

cash deferred tax liability adjustment

of $2.9 million arising from a change in

tax legislation that came into effect this

year and relates to the depreciation of

buildings. This liability does not reflect

taxation payable if the assets were sold.

The resultant net profit after tax in FY24

is $15.7 million a reduction from $64.6

million in the prior year.

An increase in property, plant and

equipment of $39.3 million since FY23

represents a significant investment in

Ayrburn, while an increase of $69.9

million in investment properties

represents progress at Northbrook

Wanaka and Wynyard Quarter, as well

as the redevelopment of Cracker Bay.

Winton entered an $80 million debt

facility to support Winton’s growth plans

in December 2023. The facility with

Massachusetts Mutual Life Insurance

Company is fully ringfenced to the

Lakeside development and provided an

equity release to assist with funding the

development of Northbrook villages.

The additional limit will be used to fund

Lakeside, while the proceeds of Lakeside

settlements will fully extinguish the loan.

As at 30 June 2024, the drawn-down

balance was $64.8 million. The other

properties across the portfolio remain

unencumbered. We ended FY24 with

$41.7 million in cash reserves.

Financial Commentary

10 Jimmy’s Point, Launch Bay

Hobsonville Point

10

ANNUAL REPORT 202410 | WINTON LAND LIMITED

ANNUAL REPORT 2024WINTON LAND LIMITED | 11

Senior Management Team
Board of Directors

CHRIS MEEHAN

Chief Executive Officer and Chair

Associate Diploma in Business (Property Valuation)

Appointed 19 June 2017

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 COOK

Executive Director and Director of

Retirement

BA, MAF, BSc, MSc

Appointed 13 September 2021

Julian is responsible for leading and executing

Winton’s retirement strategy.

Prior to joining Winton, Julian spent the previous


11 years at Summerset Group, including 7 years as CEO.

Prior to 2010, Julian was an Associate Director with

Macquarie Group for over 12 years.

Julian is currently Chairman of Sky City Entertainment

Group and a director of WEL Networks and Deakin

Topco Pty Limited (trading as Levande).

Leadership and Governance

STEVEN JOYCE

Independent Director

BSc

Appointed 22 June 2023

Steven has more than 30 years of successful

leadership experience across a unique mix of

commercial and government roles, working in

governance and executive positions.

During his time in the New Zealand government,

Steven served as a senior economic minister, holding

the portfolios of Finance, Economic Development,

Science and Innovation, Transport, ICT and Tertiary

Education, Skills and Employment. Prior to politics,

Steven was the founder and Chief Executive of the

then NZX-listed Radioworks New Zealand Limited.

Steven is currently a director of Joyce Advisory Limited,

providing independent advice to boards, including on

finance and economics and strategy execution.

JAMES KEMP

Non-Executive Director

BCom, BFin (Hons & University Medal), MFin

Appointed 21 February 2022

James has been appointed to the Board of Winton in

his capacity as a representative of TC Akarua 2 Pty

Limited (as trustee of the TC Akarua Sub Trust), being

a substantial shareholder in Winton.

James is a Senior Managing Director in Macquarie


Asset Management (MAM) and is Head of Real Estate,

Asia-Pacific. He has over 17 years of experience in

real estate private equity and investment banking

across Asia-Pacific. James is Chair of the Investment

Committee for MAM’s opportunistic fund series

(Macquarie Real Estate Partners) and has been a

director on a number of other real estate companies.

He is currently also a director of: the Japan and China

logistics developer and fund manager, Unified Industrial;

Australian built-to-rent platform, Local; and Macquarie’s

Australian land lease communities platform.

Chris Meehan

Chief Executive Officer

and Chair

Simon Ash

Chief Operating Officer

Jean McMahon

Chief Financial Officer

Justine Hollows

GM Corporate Services

Duncan Elley

GM Project Delivery

ANNUAL REPORT 202412 | WINTON LAND LIMITED

MICHAELA MEEHAN
Non-Executive Director

MSc (Economics and Business Administration)

Appointed 19 June 2017

Michaela is a founding principal of Winton, and

has over 20 years of corporate, property and

treasury experience.

Michaela was a Senior Product Manager for the

Danish brewery Carlsberg, in Copenhagen, from

1995 and 2001. Michaela was also a professional

sailor for 13 years, competing at three Olympic

Games as a member of the Danish Sailing Team.

GLEN TUPUHI

Independent Director

Graduate Diploma in Health Management

Appointed 24 September 2021

Glen has over 30 years’ experience, including in

health and justice related fields.

Glen has held senior positions in Oranga Tamariki,

Corrections, Health Waikato, Hauora Waikato and


Te Runanga o Kirikiriroa and has extensive

governance experience representing Ngati Paoa,

Hauraki and iwi Māori.

GUY FERGUSSON

Independent Director

BCom, MTax

Appointed 24 November 2023

Guy is an experienced corporate finance and capital

markets professional.

Guy’s investment banking experience spans 28 years.

Guy is a founding partner at Centennial Partners, an

independent corporate finance advisory firm based

in Sydney. Previous experience includes 14 years at

Grant Samuel (with 4 years as the Co-CEO), Deutsche

Bank and UBS, working across all aspects of corporate

finance and Coopers & Lybrand (now PwC). Guy has

extensive boardroom experience both in a corporate

finance advisory capacity and as a director, and is

currently a non-executive director at the Australian

Wildlife Conservancy.

11 Northbrook Arrowtown,

Arrowtown

11

ANNUAL REPORT 2024WINTON LAND LIMITED | 13

Residential
R

esidential development

encompasses Winton’s traditional

land and property development

business. Revenue for FY24 from

residential development was $162.5

million, and EBITDA of $45.0 million,

attributable to the 345 units that were

settled, made up of 158 units in the first

half of the year and 187 in the second

half. This compares to $217.4 million in

revenue and $91.9 million in EBITDA in

FY23 as the timing of the development

programme meant a total of 565 units

were settled.

The main FY24 settlements included

part of stage 3 at Lakeside Te

Kauwhata, stages 11-15 at Beaches

Matarangi, Launch Bay Townhouses at

Hobsonville Point, stages 3-6 at North

Ridge Cessnock, Parnell land, dwellings

at River Terrace Cromwell and at

Northlake Wanaka we settled stage

17b, Northlake Apartments, commercial

units and stage 1 of the ALTA Villa

Townhouses.

The product mix in FY24 evolved and

included more built product, which

increased the average revenue per unit

and the average cost of sales per unit.

While the financials show a decrease in

revenue from residential development,

this is due to a significant year of delivery

in FY23. We are pleased with this year’s

settlements, which reflect the success of

Winton’s long-term pre-sale strategy.

12 Lakeside,

Te Kauwhata

NeighbourhoodUnits settled

FY24

Units settled


FY23

Movement

Lakeside20918623

Beaches29172(143)

North Ridge17105(88)

Northlake5883(25)

Launch Bay291514

River Terrace24(2)

Parnell1-1

Total345565(220)

Average revenue

per unit (000’s)

$470$374$96

FY24 Sales

• In FY24, 20.3% of settlements comprised of constructed product compared with 7.6% in FY23.

• Average revenue per unit is $96k higher in FY24 as a result of the greater proportion of constructed product settled.

FY24 delivers value for Winton

Settlements by product type

RESIDENTIAL LOTS

APARTMENTS

COMMERCIAL

DWELLINGS

KEY:

FY24

settlements

by product

8%

2%

80%10%

FY23

settlements

by product

3%

92%5%

ANNUAL REPORT 202414 | WINTON LAND LIMITED

12
ANNUAL REPORT 2024WINTON LAND LIMITED | 15

L
aunch Bay Hobsonville Point is

Winton’s waterfront masterplanned

neighbourhood that has been

many years in the making and has seen

Winton deliver seven residential projects

to date and is nearing completion of

its last. Jimmy’s Point is a high-end

waterfront project with 30 apartments

– nearly 50% of the apartments are

pre-sold. During FY24, construction

progressed at pace, and now the

internal fit-out is nearly complete in all

apartments, and landscaping works

continue. This will be an exciting project

to deliver in FY25, as the Winton team

looks forward to welcoming the new

residents to the established and thriving

Launch Bay community.

At Northlake Wanaka, it has been a

big year of delivery, and the Northlake

team is delighted with the high-

quality product delivered to buyers.

With the completion of the Northlake

Apartments and Commercial units

underneath, Northlake welcomed a

number of fantastic local businesses

that complement the existing village

centre. All apart from two of the

commercial units are sold and settled.

The construction of the ALTA Villa

townhouses has been a significant

undertaking, and it has been great to

share the premium finished product

with potential buyers as they have been

completed. Of the 27 completed homes,

only a handful remain to be sold. The


land lots within stage 17b were

completed in FY24 and stage 17a will


be completed and settled in H1

FY25. Design and consenting works

progressed on stage 18 and construction

will commence during FY25.

Winton’s delivery at Lakeside Te

Kauwhata has continued following

the completion of the village centre

in FY23. Stages 3B and 3C continue

with services, drainage, roading, and

footpaths, and the tender for stage


4 civil works is underway.

The Beaches development in Matarangi

is now complete and we look forward

to marketing the final lots over the

summer period.

13 Jimmy’s Point,

Launch Bay

14 Beaches,

Matarangi

13

Residential

ANNUAL REPORT 202416 | WINTON LAND LIMITED

14
ANNUAL REPORT 2024WINTON LAND LIMITED | 17

N
orthbrook Luxury Later

Living is starting to carve

its niche in the retirement

market, demonstrating a unique

offering not seen before in New

Zealand. It is evident we are attracting

residents who never contemplated

a traditional retirement village as an

option for their later living years and

are drawn to the five-star lifestyle.

During FY24, Winton opened

display suites on two more sites –

Northbrook Wanaka and Northbrook

Arrowtown. These are in addition to

the Northbrook Wynyard Quarter

Display Suite, which was opened in

June 2023. All three villages are now

registered under the Retirement

Villages Act 2003.

The Northbrook Wanaka Display

Suite opened in September 2023,

commencing pre-sales and allowing

potential residents to view full-size

two and three bedroom residences.

Northbrook Wanaka is part of

Winton’s established Northlake

neighbourhood and, once finished,

will have 96 Northbrook Residences

and 32 Northbrook Care Suites.

A well-known and reputable local

contractor has been engaged to

construct Stage One of Northbrook

Wanaka, consisting of 28 two and

three bedroom residences. Four

of these are Grand Residences

extending from 300 to 391 square

metres. Construction is progressing

quickly as the contractor works

towards May 2025 completion,

when the first Northbrook Wanaka

residents will take occupation.

The Northbrook Arrowtown Display

Suite opened in late May 2024.

It shows a full-size two-bedroom

apartment and an architectural

model of the entire project.

Northbrook Arrowtown is part

of Winton’s Ayrburn masterplan,

positioning its luxury later living

offering adjacent to the well-loved

Ayrburn hospitality precinct.

Northbrook Arrowtown will have

142 one, two and three bedroom

residences and 26 Northbrook

Care Suites. Resource Consent

has been granted and Winton has

submitted a variation to the Resource

Consent that includes practical

adjustments throughout. Civil works

and landscaping continue onsite,

and enabling works for Stage One

buildings are expected to commence

in early 2025.

15 Julian Cook,

Director of Retirement

16 Northbrook Arrowtown

and Ayrburn,

Arrowtown

15

Retirement

ANNUAL REPORT 202418 | WINTON LAND LIMITED

16
ANNUAL REPORT 2024WINTON LAND LIMITED | 19

13
17

19

18

20

Retirement

ANNUAL REPORT 202420 | WINTON LAND LIMITED

N
orthbrook Wynyard Quarter

is positioned within Winton’s

waterfront masterplan

in Wynyard Quarter Auckland.

The Display Suite is a full-size

two-bedroom apartment and

Northbrook’s flagship sales suite.

Early works and site preparation are

complete. Commencement of the

piling and basement construction

was delayed from February 2024. As

a result of some industry-wide issues

around structural engineering and the

Auckland Council consenting process,

Northbrook elected to change its main

structural engineer. While it is never an

easy decision to change a key partner

late in the design process, it was the

right decision. Robert Bird Group, an

internationally regarded engineering

firm specialising in large-scale and

high-rise structures, was appointed.

The transition has gone well, and the

team is looking forward to getting

started on the piling and basement

construction soon. Practical

completion remains on schedule with

an anticipated occupation date for

residents of FY28.

Interest from potential residents

has been fantastic, with thousands

of people visiting the Northbrook

Display Suites since opening. The

consistent and overwhelming

comment received about all the

Display Suites is the quality of the

finishing, the attention to detail, and

the generosity within the design,

whether it is the high 3-metre

ceilings, the size of the master

bedrooms and bathrooms, or the

practical yet beautiful storage.

Northbrook Launch Bay and

Northbrook Avon Loop remain

subject to registration under the

Retirement Villages Act 2003.

NorthbrookLocationProject statusPre-sellingIndependent

and Serviced

Retirement Units

Care SuitesTotal Units

and Suites

Wynyard QuarterAucklandResource consent granted, display suite complete,

registered under the Retirement Villages Act 2003,

early works complete, construction to commence FY25

Ye s11438152

WanakaWanakaResource consent granted, display suite complete,

registered under the Retirement Villages Act 2003,

Stage One construction progressing well, Stage One

completion May 2025

Ye s9632128

ArrowtownArrowtownResource consent granted, variation to resource

consent underway, display suite complete, registered

under the Retirement Villages Act 2003, enabling

works for stage one expected to commence early 2025

Ye s14226168

Launch BayAucklandResource consent grantedNo17539214

Avon LoopChristchurchResource consent grantedNo17832210

To t a l 705167872

17 Northbrook Arrowtown,

Arrowtown

18 Northbrook Wynyard Quarter,

Auckland

19 Northbrook Wanaka,

Wanaka

20 Northbrook Wanaka,

Wanaka

ANNUAL REPORT 2024WINTON LAND LIMITED | 21

Commercial
Cracker Bay

Commercial includes Winton’s investment properties at Lakeside

and Cracker Bay and the operating businesses at Ayrburn

and Cracker Bay. Revenue for this segment includes rent and

hospitality revenue. In FY24 commercial revenue was $11.0 million,

up from $3.7 million in FY23.

ANNUAL REPORT 202422 | WINTON LAND LIMITED

21 Cracker Bay,
Auckland

T

he Cracker Bay brand was

launched in FY24 and

encompasses the Cracker Bay

Drystack and Marina, Cracker Bay

offices and eventually the Cracker

Bay hospitality precinct. It is a core

part of the wider masterplan that

complements Northbrook Wynyard

Quarter and The Villard.

The Drystack and Marina are in a prime

location for convenient boat storage

and launching. When Winton took over

ownership, the drystack was in much

need of a refurbishment to align with

Winton’s standard and its vision for the

area. The refurbishment of the drystack

building is complete and reset to offer

a best-in-class service for a “no strife

boating life”.

Renovation and refurbishment of the

neighbouring Cracker Bay office building

have continued throughout the year

and, once complete, will offer premium

waterfront facilities for tenants across

four levels and add to rental income.

The vision for the hospitality precinct

is exciting and includes multiple

dining venues, private functions, and a

members’ club. Good progress is being

made on the resource consent for the

precinct; however, like Ayrburn, time is

being taken to get the design right.

22

21

ANNUAL REPORT 2024WINTON LAND LIMITED | 23

N
estled between Queenstown and

Arrowtown and with majestic

views of The Remarkables and

Coronet Peak, Winton’s recently opened

hospitality precinct, Ayrburn, is steeped

in history, innovation, and a reflection

of Winton’s commitment to its Best by

Design ethos.

Waterfall Park and Ayrburn Farm,

collectively Ayrburn Farm in 1864, were

purchased by Winton during 2016-2017

and once again aligned in ownership.

Waterfall Park is a unique location

within the Wakatipu Basin where Mill

Creek spills into the site as a significant

waterfall. It naturally extends down

to the historic Ayrburn Farm, which

hosted the district’s first A&P Show and

is known as one of the first and most

successful farms in the area.

Over 160 years ago, Scottish born William

Paterson came across an expansive piece

of land. With a backdrop of beauty and

foreground of rural opportunity, Ayrburn

Farm was established as one of the first

farms in the area. Paterson connected

his slice of New Zealand land with his

Scottish heritage, naming it after the

town ‘Ayr’ where he was born in West

Kilbride Scotland, with ‘burn’ being the

Scottish word for stream, as a nod to Mill

Creek that runs through the property.


In celebration of William Paterson, a

life-size bronze statue of his best friend

Napolean, the Clydesdale horse stands

proudly on The Woolshed lawn.

22

22 Napolean the Clydesdale,

Ayrburn

23 The Manure Room,

Ayrburn

Ayrburn seamlessly blends its heritage as one of the first and most successful farms in the area with

a world-class wine and culinary experience, Ayrburn is a testament to timeless craftsmanship and visionary

innovation, with this highly anticipated destination bearing an unparalleled commitment to excellence.

Lauren Christie, GM Winton Queenstown



Commercial

ANNUAL REPORT 202424 | WINTON LAND LIMITED

23
ANNUAL REPORT 2024WINTON LAND LIMITED | 25

W
hile this unique piece of

land is rich with heritage

and incredible natural

features, it needed some innovative

design consideration to create a

worthy masterplan that extended past

hospitality and integrated into a wider

vision. At the heart of the design are

five heritage farm buildings including

the original Homestead. The Ayrburn

masterplan has been designed to uplift

the value of neighbouring Northbrook

Arrowtown and Winton-owned

residential land.

Restoration of The Woolshed (a former

Stables and Woolshed) including a new

build supporting Annex, The Manure

Room (a former Cart Shed), The Burr

Bar (the former cookhouse and original

homestead), and The Dairy (former

dairy) started in October 2021 and

took just over two years to complete.

Existing heritage buildings have been

meticulously restored and an incredible

amount of time and passion has gone

into revitalising this property. The

remediation process was delicate and

slow, deconstructing each building and

then recreating it with stronger hidden

structures. Retaining heritage features

like the curved roof in The Manure Room

was essential to the execution and heart

of Ayrburn, morphing the history and

natural landscape with refinement to

deliver a food and wine experience for

the entire family to enjoy.

Each venue takes on a rich personality of

its own, complimented by an extensive

art collection. The landscaping design

and execution were done internally and

based on the principles of abundance,

layers, and the right tree in the right place

to ensure they thrive.

24

We wanted to create a destination

where locals and visitors alike could

spend the day with friends and family

to simply enjoy being together over

world-class food and wine. An incredible

amount of time has gone into making

sure Ayrburn will be a place for great

times. It embodies our commitment

to celebrating the stories of the past,

by giving them a new future. From

our wine tastings in The Manure Room

where prohibition saw tipplers evade

authorities, to the shining bronze statues

of Ayrburn’s founding owner, William

Paterson’s prized Clydesdale and ram.

Ayrburn is a testament to our dedication

to crafting exceptional places. It’s not

just a destination; it’s an invitation to

have fun and experience the best of


New Zealand’s food, wine, and

hospitality in a place chosen 160 years

ago for being one of the country’s most

naturally stunning locations.

Chris Meehan, Winton CEO



Commercial

ANNUAL REPORT 202426 | WINTON LAND LIMITED

24 The Barrel Room,
Ayrburn

25 Ayrburn venues,

Arrowtown

26 Outdoor dining

at The Woolshed,

Ayrburn

26

25

COMING SOON

COMING SOON

COMING SOON

ANNUAL REPORT 2024WINTON LAND LIMITED | 27

A
yrburn opened to the public on

Saturday, 9 December 2023 with

five different venues to cater to

different tastes and occasions. From

sunny courtyard dining at the Woolshed,

wine tastings in The Manure Room,

a sweet treat at The Dairy, whiskey

sips in the Burr Bar, to a multitude of

events and entertainment at The Dell. In

February this year, The Barrel Room was

added to the venue list; with 56 aging

wine barrels lining the walls and a grand

piano centrepiece, it’s perfect for private

events and feast-style dining.

Ayrburn today is a thriving destination

attracting a diversified mix of visitors

of all ages, demographics and from all

around the world. Locals, New Zealand

residents and visitors from Australia

collectively make up the majority of

visitors to date. Since opening, over

150,000 people have visited Ayrburn,

some stay for a moment and others

stay a while. Most recently, during

July, Ayrburn held its inaugural mid-

winter Christmas Wonderland, which

attracted well over 20,000 people

over the month, of which 3,500

people gave ice skating a go, and

many enjoyed festive drinks with over

4,000 glasses of Ayrburn’s special

mulled wine sold in July alone.

Building on Ayrburn Farm’s reputation

for the provision of fine produce in the

yesteryears, Ayrburn produces wines

that reflect the quality, depth and history

of Ayrburn Farm’s agricultural past and

celebrates the stories and special sites of

the Central Otago winegrowing region

today. The expertly curated range of

Ayrburn wine is served at Ayrburn and

exclusively sold inhouse from the cellar

door and online via the Ayrburn website.

Ayrburn will expand further. The original

colonial-Victorian Ayrburn Homestead

built in the 1890s with five bedrooms and

nine chimneys, will be unveiled as Billy’s

in FY25. Its flagship restaurant will offer

a truly opulent dining experience. The

Bakehouse and RM’s Butcher will also

open in FY25.

27 The Barrel Room,

Ayrburn

28 Mid-winter Christmas wonderland,

Ayrburn

Commercial

27

ANNUAL REPORT 202428 | WINTON LAND LIMITED

28
ANNUAL REPORT 2024WINTON LAND LIMITED | 29

29
Ayrburn’s transformation is exemplary. Its sustainable design execution and amenities highlight a forward-thinking approach.

Ayrburn sets a high standard for tourism development.

Andrew Evans, chief judge – Property Council Awards



ANNUAL REPORT 202430 | WINTON LAND LIMITED

Sustainability from
Construction to Operation

A

yrburn is designed and built on

the fundamentals of sustainability.

It repurposes existing heritage

buildings and adapts their use to give

them a new life within a setting where

nature has been revitalised and nurtured

to improve biodiversity and ecology. The

venues, grounds and landscaping have

been designed for seamless integration

to maximise their use and the enjoyment

of everyone that visits.

The commitments within Winton’s

Sustainability Framework to mitigate

risk and positively contribute to a

thriving planet, thriving people, and a

sustainable future are evident through

the construction and operation of

Ayrburn. While there is still much to do,

and it is a journey with no end, Ayrburn is

committed to continuous improvement,

maintaining and advancing sustainability

within its operations and during the

construction of new venues.

Recently, Ayrburn was awarded a

Qualmark Silver Sustainable Tourism

Business Award and acknowledged

for its commitment to protecting our

beautiful natural environment, enhancing

connections with our local communities,

and delivering a quality, safe experience

for all visitors.

It also won Excellence for the Heritage

and Adaptive Reuses Property Award

and Excellence and Best in Category for

Tourism and Leisure Property Award at

the Property Council New Zealand 2024

Awards. Property Council 2024 judges

commented, “Ayrburn is a considered

development which is set to establish

itself as a must-visit tourism destination

in the Queenstown-Arrowtown region,

much like the original dwelling. It’s

evident the integrity of Ayrburn has

remained through this revitalisation

project,” said Andrew Evans, chief judge,

Property Council Awards.

29 Mill Creek,

Ayrburn

30 The original Woolshed,

Ayrburn

30

ANNUAL REPORT 2024WINTON LAND LIMITED | 31

Thriving Planet
Commitments and outcomes

Protect and Restore Nature

At Ayrburn, significant revitalisation

steps have been taken to improve stream

health, biodiversity and encourage more

wildlife. A water-sensitive stormwater

design was created and implemented,

which includes treating carpark runoff

through a network of rain gardens,

engineered wetlands, and vegetated

swales instead of traditional kerbs


and channels.

A number of initiatives were implemented

to reverse the impacts of agricultural land

use. These include fencing to exclude

stock from the creek, creating riparian

margins and extensive riparian planting

along Mill Creek (880m either side),

planting over 30,000 native plants so

far, removing wilding pines, predator

trapping along the margins of Mill Creek,

and using organic fertilisers instead of

compound fertilisers.

As a result, we have flourishing vegetation,

enhanced spawning habitats for aquatic

life, and more birdlife including nesting

falcons and an abundance of Tuis.

Winton has also implemented a number

of measures to improve water quality

including sediment traps and extensive

bank stabilisation using reno mattreses

and rocks to line eroding edges.

Restore or Reuse buildings


where practical

At the heart of the Ayrburn vision was

the opportunity to provide a future

legacy for the original farm buildings

which would’ve otherwise been reduced

to ruins over time (due to the investment

needed to restore them) and not

accessible or able to be celebrated by

the public.

The adaptive re-use of the site as a

high-quality hospitality precinct has

maintained the site’s integrity by

retaining, repairing and adapting the

listed heritage buildings to create a

precinct that respects the original layout

and open spaces of the farm.

The design and location of new buildings

within the site have paid careful attention

to respecting the original relationship

of the historic farm buildings to each

other. The surrounding environment has

been landscaped to retain and respect

the historic features of the site, such

as the historic tree-lined avenue to the

Homestead and the creek frontage to

The Woolshed.

Approximately 70% of the original stone

walls were engineered and programmed

so they could be left standing during

construction, reducing unnecessary

rework and materials.

Extensive reuse of materials wherever

possible within the existing buildings,

sourcing and using recycled materials

(e.g. timber, corrugate), reusing original

materials, and sourcing materials locally

where possible (e.g. stone) has avoided

embodied emissions that would occur

from new materials.

Interior spaces and features of the

buildings have been restored and

repurposed, for example, the reuse of

the historic framing and joinery of the

stalls in the Stable and the painstaking

restoration of the original shingle roof of

the Cart Shed.

Reduce carbon emissions and


waste to landfill

As outlined above, embodied carbon

was avoided by repurposing existing

buildings, reusing original materials as

much as possible within the existing

buildings, sourcing and using recycled

materials, reusing original materials, and

sourcing materials locally where possible.

By deconstructing and reconstructing,

we reduced waste compared to the

alternative of demolition and purchasing

all new materials. The main head

contractor sorted waste throughout the

project, reducing waste to landfill. They

also worked with the waste removal

company to support initiatives to recycle

building materials from the site, including

plaster board being recycled back into

gypsum and reused in compost and glass

being ground down to be incorporated

into asphalt roading in the South

Island. In addition, the existing stone

was also reused, offcuts were either

repurposed onsite or moved to clean fill

and earthworks volumes were actively

balanced and repurposed on other areas

of the site.

Operational waste is avoided where

possible and waste avoidance initiatives

will be ongoing. Of what remains, as

much as possible is diverted from

landfills through recycling options,

including glass, which is ground down

to use in roading, and food waste, which

is collected and taken to a local partner

for composting.

Bus transportation is encouraged for

Ayrburn visitors to get to and from

Ayrburn, cycleways have been extended

to link with the wider community and EV

car and bike charging stations have been

installed for visitors.

Build high-quality buildings to

lengthen their lifetime and reduce

waste long-term

Winton invested a lot of time in getting

the design just right for Ayrburn. This

meant working within the constraints

of repurposing heritage buildings and

ensuring that attention to detail was

given to every aspect large and small,

to ensure a high-quality build and an

exceptional end product that is fit for its

renewed lease of life and will be enjoyed

by generations to come.

31 Mill Creek,

Ayrburn

ANNUAL REPORT 202432 | WINTON LAND LIMITED

31
ANNUAL REPORT 2024WINTON LAND LIMITED | 33

Create safe, vibrant and resilient
neighbourhoods

Winton wanted to create a destination

where locals and visitors alike could spend

the day with friends and family to simply

enjoy being together over world-class

food and wine. The built form, grounds,

and wider masterplan reflect this vision

as they embody Ayrburn’s commitment

to celebrating the stories of the past by

giving them a new future and allowing

guests to create and tell their own

stories while visiting. The initial Ayrburn

venues are stage one of the masterplan,

future stages include additional venues,

luxury retirement, and a small number of

prestigious residential lots.

Foster a proactive culture of safety

Ayrburn aligns with Winton’s Health

and Safety framework and extends to

operational safety as responsible hosts.

The Landscape Maintenance Teams and

Hospitality Teams utilise 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.

Support local businesses and

resources where possible.

The development of Ayrburn is a

testament to the involvement of

committed local businesses. Over 97%

of the onsite contractors used to create

Ayrburn were local to the region.

Provide access to green spaces,

shared spaces and develop mixed-use

spaces for outdoor activity and social

connection

Historically, Ayrburn has been a private

farm and, therefore, closed to the public.

The newly created precinct opens this

beautiful part of Queenstown Lakes to

the public, providing access to assets

that have never been possible until now,

including the heritage buildings, the

natural enchanting onsite waterfall and a

portion of Mill Creek. Beautiful amenities

have been created for visitors to use

while they are at Ayrburn these include

significant planting, mature trees,

comprehensive landscaping, manicured

gardens, shared open spaces and

nature-inspired play structures for family

use, outdoor bathroom facilities for

end-of-trip use or for those enjoying the

outdoors at Ayrburn and connections

created to local walking and cycling

trails. Simply, Ayrburn is created for

people to come together to enjoy and

make memories.

Understand the character of

development sites, including from,

people, activity and history, and

appropriately engage with associated

stakeholders.

The restoration of locally important

heritage buildings and the celebration

of the history and families of Ayrburn,

particularly the Patersons, who lived at

and established Ayrburn, are at the heart

of this next chapter of Ayrburn’s story.

Working closely with local Iwi on

measures to improve and respect

waterways, namely Mill Creek and Lake

Hayes, was valuable through construction

and is ongoing.

Positively contribute to the people

and organisations in and around the

communities we create.

During FY24, Ayrburn made a

significant contribution to the local

community and supported a number of

initiatives and charities:

• One of the biggest commitments

was investing $315,000 to extend the

Arrowtown community trail network

through Ayrburn. This enabled cycle

and walking access to Ayrburn’s natural

features and connection with the

region’s wider trail network.

• Supported local reforestation

programme within the Queenstown

Lakes region.

• Ayrburn held four charity events

to support the local community.

One event was for the Arrowtown

Volunteer Fire Brigade members and

their partners as a thank you for the

incredible work they do as volunteers.

For the other events, Winton provided

the venue and all costs of the evenings

and enabled the receiving charity to

fundraise, with each group raising

between $30,000 – $40,000.

• Employment of labour through

Mana Tahuna’s ‘Jobs for Nature’

programme for tree planting in the

valley and predator control along the

riparian creek.

Thriving People

32 The Woolshed,

Ayrburn

ANNUAL REPORT 202434 | WINTON LAND LIMITED

Sustainable Future
32

Contribute to economic growth,

GDP and taxes.

Ayrburn contributes to the local and

national economy by attracting New

Zealand residents to Ayrburn and

international visitors to New Zealand.

We support local contractors as much

as possible.

Create shareholder value.

Ayrburn creates revenue diversity

from Winton’s traditional residential

development business activities and

aligns with the strategy to develop

integrated multi-use masterplans to

create long-term shareholder value.

Create workforce opportunities.

Approximately 600 jobs per year

were created during construction, and

operationally, we employ about 200

people, which will increase further as

more venues open.

Utilise product design and lifecycle

management for better sustainability

outcomes.

Constructing and then operating an

asset creates a unique opportunity for

constant improvement towards positive

sustainability outcomes that can be

applied to all Winton projects.

ANNUAL REPORT 2024WINTON LAND LIMITED | 35

During FY24, Winton continued to
deliver on its environment, social, and

governance (ESG) commitments, aligned

with its Sustainability Framework.

Management approved the Framework

early in FY24. The three pillars of

Winton’s Sustainability Framework are


a Thriving Planet, Thriving People, and

a Sustainable Future.

Sustainability at Ayrburn is intertwined

within its design, construction, and

operation, and this year, it has been

outlined in the Ayrburn section of this

report starting on page 30.

The following pages outline key

milestones from FY24 that positively

contribute to the commitments outlined

in the Sustainability Framework. The

priority was completing Winton’s first

climate-related disclosures, which were

disclosed at the same time as Winton’s

annual results and detailed in the

document ‘Climate-Related Disclosures

FY24’ and including the assured GHG

Emissions FY24 Inventory Report at

the same time as the climate-related

disclosures and FY24 financial reporting.

Both of these documents are available

on the Winton investor centre: www.

investors.winton.nz.

Looking ahead to FY25, Winton is

focused on delivering further ESG

deliverables including formulating a

climate-related transition plan to include

in climate-related disclosures, setting

company-wide reduction targets,

creating Winton sustainability standards

for design and development

Winton ESG

33

33 Glasshouse and flower gardens,

Ayrburn

ANNUAL REPORT 202436 | WINTON LAND LIMITED

FY24 Contribution Towards Commitments
• Completed initial climate-related

disclosures and disclosed alongside

FY24 results available on www.

investors.winton.nz

• Extended GHG emissions

measurement boundary to include

all Scope 3 Purchased Goods and

Services emissions which include

Winton’s most material sources.

• Created a process to measure all

waste on construction sites in FY25.

• Transitioned to new auditor for

GHG emissions and released the

inventory at the same time as the

FY24 financials, along with carbon

intensity metrics.

• A mixture of quantitative and

qualitative targets has been set to

limit global warming to 1.5°C focusing

on data accuracy, data collection and

waste avoidance.

Thriving Planet

COMMITMENTS

1

PROTECT AND RESTORE

NATU RE

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

CO M P LY W IT H

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

NATURE AND POLLUTION

RESOURCES AND MATERIALS

CLIMATE ACTION

ANNUAL REPORT 2024WINTON LAND LIMITED | 37

GHG Emissions FY24 Inventory Summary
GHG

Protocol

Category

(ISO 14064-1:2018)

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Scope 1Category 1: Direct emissions179.0876.73

72.18

Scope 2

Category 2: Indirect emissions from imported energy

(location-based method*)

58.5418.0211.16

Scope 3

Category 3: Indirect emissions from transportation187.11166.2095.11

Category 4: Indirect emissions from products used

by organisation

24,383.04116.226.45

Total direct emissions179.0876.7372.18

Total indirect emissions*24,628.69300.44112.72

Total gross emissions*24,807.77377.17184.90

Total net emissions24,807.77377.17184.90

* Emissions are reported using a location-based methodology.

Winton does not have any emissions data for direct CO₂ emissions from biologically sequestered carbon.

Thriving Planet

ANNUAL REPORT 202438 | WINTON LAND LIMITED

Targets
Winton has set short-term targets to

reflect its genuine intention of laying

the foundation for future medium-

term targets. A mixture of quantitative

and qualitative targets has been set to

contribute to limiting global warming

to 1.5°C. They do so by improving

the accuracy of emission inventory

data, reducing emissions from waste,

increasing engagement with suppliers

to create financially feasible solutions to

lower embodied emissions, and starting

to set the pathway to avoid emissions

where Winton is creating new operation

assets like Northbrook.

TargetsTIME

HORIZON

BASE

YEAR

TARG ET

Introduce a Supplier Code of Conduct for Suppliers that represent the top

90% of onsite contractor costs.

Short-term

FY24FY25

100% of onsite contractors report monthly waste collected onsite.

Short-term

FY24FY25

Divert 40% of onsite construction waste from landfill.

Short-term

FY25FY28

Implement Design Guidelines for all projects.

Short-term

FY24FY25

Reduce reliance on spend-based emission factors by at least 15% per year until

below 30% of total emissions.

Short-term

FY24Ongoing

Implement an operational waste avoidance plan for Northbrook prior to the

start of becoming operational.

Short-term

FY24FY26

34

34 Sunfield,

Papakura

ANNUAL REPORT 2024WINTON LAND LIMITED | 39

FY24 Contribution Towards Commitments
• Implemented new internal policies

covering cyber security, data privacy

and acquisition and implementation


of digital assets.

• Implemented a new internal

Sponsorship, Donations and

Community Engagenment Policy to

align with the sustainability framework

and direct Winton’s support towards

the communities in which it operates.

• Determine an appropriate Health and

Safety metric to report annually that

is fit for the Winton business. Refer

to the section that follows on Health

and Safety.

• Delivered 345 units, comprising

of residential land lots, dwellings,

townhouses, apartments, and

commercial units.

• Supported local businesses, with

95% of Winton’s onsite works

completed by contractors local to

the contracted project.

• Funded $4.2 million in development

contributions, which will improve

infrastructure and support the

community’s long-term growth.

• Contributed over $380,000 in

donations, sponsorships, and

community engagements during FY24.

As outlined in the prior pages, a large

portion of this benefited the Arrowtown

community during Ayrburn’s first

year. In addition, Winton supported

community events at Lakeside Te

Kauwhata, Beaches Matarangi, and

Northlake Wanaka and donated to the

Live Ocean Foundation, which supports

initiatives to improve ocean health.

• At Longreach Cooks Beach, there

are three important archaeological

sites that have been protected in

two reserves adjacent to the Purangi

Estuary. In FY24, Winton worked with

local iwi, Thames Coromandel District

Council and Heritage New Zealand to

implement the heritage management

plan agreed upon between the parties.

The works consisted of protective


cloth being laid over the sites and the

planting of shallow rooting plants that

would not damage the archaeological

sites. The areas have been extensively

planted with Meuhlenbeckia and Oleria

with interpretative signage installed

to explain the historical uses at the

sites. The archaeological sites consist

of Māori garden soils, shell midden,

and a toolmaking flaking floor. The

works carried out by Winton have

ensured that the sites are preserved

and their meaning and importance are

conserved into the future.

Thriving People

WELLBEING

VIBRANT AND RESILIENT NEIGHBOURHOODS

COMMUNITY INCLUSION

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

POSITIVELY CONTRIBUTE TO THE

PEOPLE AND ORGANISATIONS

IN AND AROUND THE

COMMUNITIES WE CREATE

10

PROTECT THE DIGITAL SAFETY

OF THOSE WE INTERACT WITH

7

CREATE EDUCATION AND WORK

EXPERIENCE OPPORTUNITIES

ANNUAL REPORT 202440 | WINTON LAND LIMITED

6. https://www.urbint.com/blog/what-is-a-
good-total-recordable-incident-rate

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 and risk

register are utilised for each business unit

(across the land, vertical, and hospitality/

operational spaces) in recognition of

the diverse nature of Winton’s business

activities. This system requires a strong

level of communication and reporting

at all levels, including but not limited to

the design, procurement, and contractor

management phases of projects.

The Company continues to encourage

active involvement by directors,

senior management, employees, and

contractors 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. This

ensures a good level of understanding

and skill level is maintained. Site visits

are frequently arranged for all relevant

persons in this business, from Board

Members to Development Managers.

Winton continues to utilise the bespoke

health and safety system developed in

the prior year to manage contracted

works in both the land development,

vertical build space, and hospitality/

operational spaces. This system

includes providing formal guidance

through tendering conditions, and pre-

qualification guidelines to prospective

contractors in the tendering and

procurement phase and requires specific

safety plans for the hospitality and

operational precincts to be developed.

Employees continue to be inducted into

the system to ensure all relevant Winton

staff manage works contracts to follow

legislative requirements and industry

best practice.

Technology continues to advance the

health and safety management of

Winton’s businesses. Both the Landscape

Maintenance and Hospitality Teams use

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 to improve its use of technology

in FY25 by implementing smart sign-in

processes for all vertical build sites.

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. During FY24, Winton

notified one event to WorkSafe NZ,

following which WorkSafe NZ concluded

that it was satisfied reasonably

practicable steps were being undertaken

by Winton to prevent a repeat injury and

no further inquiry was required.

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.

During FY24, Winton implemented a

metric to track its health and safety

performance across the land and

vertical construction business annually.

The metric is calculated by reference

to the number of “incidents” versus

“contractor hours” and is in line with

the health and safety industry-accepted

Total Recorded Incident Rate (TRIR)

process. The metric produces an annual

number, and for Winton for FY24, this

was 3. Across the construction industry,

the average is 36. Winton’s aspiration is

to have an industry leading health and

safety process that continually focus

on harm prevention through leadership,

innovation, commitment, training and full

stakeholder engagement.

35

35 Construction at Northbrook Wanaka,

Wanaka

ANNUAL REPORT 2024WINTON LAND LIMITED | 41

FY24 Contribution Towards Commitments
• During the economic downtown,

Winton continued to deliver with 345

units settled, $173.6 million revenue

and $15.7 million profit after tax. The

Board determined an 0.55 cents per

share dividend for H1 FY24 and has

decided to pause paying a dividend to

maintain financial discipline through

softer market conditions.

• Local contractors were used as much

as possible, increasing the local GDP.

• Winton has made progress on its

strategy to diversify revenue and

deliver consistent shareholder value

long term. In FY24, it opened Ayrburn,

opened two more Northbrook Display

Suites to support Northbrook pre-

sales, and made significant progress

on the renovation of the Cracker Bay

Office Building.

• Completed the first stage of the

Ayrburn masterplan, laying the

pathway for future projects within the

masterplan to maximise shareholder

value as each increases the value of

the other.

• Winton continued to create workforce

opportunities in FY24 to support

growth at Ayrburn and Northbrook

while being disciplined in other parts

of the business to reflect current

market conditions. The number of

employees, including full-time, part-

time and casual, increased from 65 in

FY23 to 211 in FY24.

• Identified and integrated specific

climate-related physical and

transitional risks into risk and

strategy processes.

Sustainable Future

BUSINESS MODEL RESILIENCE

SOCIAL LICENSE TO OPERATE

ECONOMIC PROSPERITY

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

SUCCESSFULLY NAVIGATE THE

EVER-CHANGING AND COMPLEX

LEGAL & REGULATORY

ENVIRONMENT

ANNUAL REPORT 202442 | WINTON LAND LIMITED

Sustainability Data
FY24FY23FY22FY217

Thriving Planet

For emission data and intensity metrics, refer to page 38

Fine for environmental breaches ($m)

0

00

0

Thriving People

Number of employees (Full time, Part time and Casual) 21165

3527

Number of employees (FTE) 15265

3527

% of FTE Female49%43%

34%30%

% of FTE Male 51%57%

66%70%

Turnover8 24%19%

8%-

Senior management gender diversity (% Female) 40%40%

40%

n/a

Senior management gender diversity (% Male) 60%60%

60%

n/a

Senior management gender diversity (% Diverse) 0%0%n/an/a

Winton Total Recordable Injury Rate (TRIR)93n/an/an/a

Total incidents reported to Work Safe1000

Workplace fatalities0000

Data breaches0000

Portion of onsite contractors local to project95%93%

89%91%

Sustainable Future

Revenue ($m)173.6221.1

161.7205.6

Profit after tax ($m) 15.764.6

31.746.1

Dividends to shareholders ($m) 8.09.3n/an/a

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

8. Turnover is measured across full-time permanent employees only.

9. FY24 is the first year Winton TRIR is being reported.

ANNUAL REPORT 2024WINTON LAND LIMITED | 43

36 The Villard,
Auckland

ANNUAL REPORT 202444 | WINTON LAND LIMITED

FINANCIAL
STATEMENTS

ANNUAL REPORT 2024WINTON LAND LIMITED | 45

Consolidated Statement of Comprehensive Income
For the year ended 30 June 2024

ALL VALUES IN $000'SNOTE20242023

Revenue3 173,597 221,067

Cost of sales (103,325) (102,689)

Gross profit 70,272 118,378

Fair value (loss) / gain on investment properties (1,718) 6,821

Selling expenses9.1 (6,037) (8,234)

Property expenses (1,654) (1,337)

Administrative expenses9.2 (30,134) (18,777)

Share-based payment expense9.12 (1,208) (1,278)

Earnings before interest, taxation, depreciation and amortisation (EBITDA) 29,521 95,573

Amortisation (567) (519)

Depreciation (2,905) (845)

Earnings before interest and taxation (EBIT) 26,049 94,209

Interest income 3,905 2,631

Interest expense and bank fees (2,460) (1,633)

Profit before income tax 27, 49 4 95,207

Income tax expense

Current taxation9.3 ( 7, 276) (24,526)

Deferred taxation9.3 (4 , 472) (6,043)

Total income tax expense ( 11 ,748) (30,569)

Profit after income tax 15 ,746 64,638

Items that may be reclassified to profit or loss:

Movement in currency translation reserve 15 (539)

Total comprehensive income after income tax attributable


to the shareholders of the Company


15,761



64,099

Basic earnings per share (cents)8.1 5.31 21.79

Diluted earnings per share (cents)8.2 5.12 21.02

The accompanying notes form part of these financial statements.

ANNUAL REPORT 202446 | WINTON LAND LIMITED

Consolidated Statement of Changes in Equity
For the year ended 30 June 2024

ALL VALUES IN $000'S NOTE

SHARE


CAPITAL

RETAINE D

EARNINGS

SHARE-BASED


PAYME NTS

RESERVE

FOREIGN

CURRENCY

TR ANSL ATION

RESERVE

TOTAL


EQUITY

Balance as at 1 July 2022 386,595 66,348 829 318 454,090

Profit after income tax - 64,638 - - 64,638

Other comprehensive income - - - (539) (539)

Dividends to shareholders9.4 - (9,284) - - (9,284)

Share-based payment expense9.12 - - 1,509 - 1,509

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

Profit after income tax - 15 ,746 - - 15 ,746

Other comprehensive income - - - 15 15

Dividends to shareholders9.4 - (8,038) - - (8,038)

Share-based payment expense9.12 - - 1,412 - 1,412

Balance as at 30 June 2024 386,595 129,410 3,750 (206) 519,549

The accompanying notes form part of these financial statements.

ANNUAL REPORT 2024WINTON LAND LIMITED | 47

ALL VALUES IN $000'SNOTE20242023
CURRENT ASSETS

Cash and cash equivalents9.9 41,689 76,310

Accounts receivable, prepayments and other receivables9.5 5,849 6,873

Inventories4 79,053 91,128

Total current assets 126,591 174,311

NON-CURRENT ASSETS

Inventories4 168,200 165,567

Investment properties5 277,440 207,517

Property, plant and equipment6 79,839 40,459

Right-of-use asset - 281

Intangible assets9.6 1,993 2,479

Total non-current assets 527,472 416,303

Total assets 654,063 590,614

CURRENT LIABILITIES

Accounts payable, accruals and other payables9.7 24,187 30,140

Current lease liabilities9.8 33 1,281

Taxation payable 5,794 23,395

Total current liabilities 30,014 54,816

NON-CURRENT LIABILITIES

Borrowings7 64,046 -

Non-current lease liabilities9.8 20,338 9,740

Deferred tax liabilities9.3 20,116 15,644

Total non-current liabilities 104,500 25,384

Total liabilities 134,514 80,200

Net assets 519,549 510,414

EQUITY

Share capital9.4 386,595 386,595

Foreign currency translation reserve (206) (221)

Share-based payment reserve 3,750 2,338

Retained earnings 129,410 121,702

Total equity 519,549 510,414

These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 23 August 2024.

The accompanying notes form part of these financial statements.

Chris Meehan

Chair

Steven Joyce


Chair, Audit and Financial Risk Committee

Consolidated Statement of Financial Position

As at 30 June 2024

ANNUAL REPORT 202448 | WINTON LAND LIMITED

ALL VALUES IN $000'SNOTE20242023
CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 173,556 221,497

Interest received 3,905 2,631

Net GST (paid) / received (6,790) 6,931

Payments to suppliers and employees (103,723) (165,748)

Purchase of development land - (20,179)

Deposits paid on contracts for land (25,400) (23,600)

Interest and other finance costs paid (2,460) (1,633)

Income tax paid (24,877) (9,117)

Net cash flows from operating activities 14,211 10,782

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment 12 1,435

Intangible assets acquired (81) (2,875)

Acquisition of land for investment properties5 (716) (63,965)

Payments to suppliers and employees for investment properties (56,865) (37,306)

Acquisition of property, plant and equipment (42,051) (26,203)

Net cash flows from investing activities (99,701) (128,914)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from MMLIC facility7 77,321 -

Repayment of MMLIC facility7

(17,215)-

Payment of dividends9.4 (8,038) (9,284)

Payment of principal portion of lease liabilities (1,199) (1,098)

Net cash flows from financing activities 50,869 (10,382)

Net increase in cash and cash equivalents (34,621) (128,514)

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

Cash and cash equivalents at end of year 41,689 76,310

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 49

ALL VALUES IN $000'S20242023
RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH FLOWS

FROM OPERATING ACTIVITIES

Profit after income tax 15,746 64,638

Adjusted for non cash items:

Amortisation 567 519

Depreciation 2,624 564

Depreciation of right of use asset 281 281

Deferred taxation 4,472 6,043

Fair value loss / (gain) on investment properties 1,718 (6,821)

Share-based payment expense 1,208 1,278

Income tax (17,601) 15,409

Adjustments for movements in working capital

Decrease / (increase) in accounts receivable, prepayments and other assets 1,024 (1,949)

Decrease / (increase) in inventories 9,442 (74,826)

(Decrease) / increase in accounts payable, accruals and other liabilities (5,953) 4,836

Increase in accrued borrowing costs 683 -

Decrease in restricted cash - 810

Net cash flows from operating activities 14,211 10,782

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2024

ANNUAL REPORT 202450 | WINTON LAND LIMITED

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.

To ensure consistency with the current period, comparative figures have been amended to conform with the current period

presentation where appropriate.

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 54

5. Investment properties – page 55

9.6 Intangible assets – page 63

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.

Material 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 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 51

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.

Borrowings

On 14 December 2023, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) entered into a debt

facility with Massachusetts Mutual Life Insurance Company (MMLIC) for $80,000,000. Refer to note 7 for further details.

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 majority of operations in New Zealand.

Retirement villagesDevelop and operate retirement villages in New Zealand.

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

appreciation in New Zealand.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202452 | WINTON LAND LIMITED

2. Segment Reporting (Continued)
(ii) Information about reportable segments

The retirement villages and commercial portfolio segments are start-up operations.

The following is an analysis of the Group’s segments:

ALL VALUES IN $000'S20242023

Revenue

Residential development 162,526 217,416

Retirement villages 55 -

Commercial portfolio 11,016 3,651

Group 173,597 221,067

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

Residential development 44,978 91,927

Retirement villages (2,407) 2,630

Commercial portfolio (8,345) 1,324

Unallocated (4,705) (308)

Group 29,521 95,573

Earnings before interest and taxation (EBIT)

Residential development 44,326 91,147

Retirement villages (2,633) 2,612

Commercial portfolio (10,658) 758

Unallocated (4,986) (308)

Group 26,049 94,209

2024

ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL

Segment assets and liabilities

Inventories 243,450 - 3,803 - 247,253

Investment Properties - 207,454 69,986 - 277,440

Property, plant and equipment 756 7,817 66,358 4,908 79,839

Other assets 3,298 577 3,328 42,328 49,531

Total assets 247,504 215,848 143,475 47,236 654,063

Total liabilities 99,634 5,336 26,382 3,162 134,514

Net assets 147,870 210,512 117,093 44,074 519,549

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 53

2. Segment Reporting (Continued)
(ii) Information about reportable segments (Continued)

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

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 Revenue of $5,788,000 (2023: $16,977,000) and EBITDA and EBIT of $3,616,000

(2023: $15,652,000).

3. Revenue

ALL VALUES IN $000'S20242023

Sales revenue 162,082 211,421

Other revenue 11,515 9,646

Total revenue 173,597 221,067

Sales 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.

Other revenue includes hospitality revenue, rent and other income. Hospitality revenue is derived through the sale of food and

beverages and by hosting events. This revenue is recognised at a point in time, being the point of sale. For significant events, the

Group receives deposits in advance to secure the booking. These deposits are deferred on the balance sheet as a liability and are

recognised as revenue at a point in time, being the date of the event. The Group has determined that there is a single performance

obligation for these transactions even though part-payment may be received in advance.


4. Inventories

ALL VALUES IN $000'S20242023

Expected to settle within one year 79,053 91,128

Expected to settle greater than one year 168,200 165,567

Total inventories 247,253 256,695

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202454 | WINTON LAND LIMITED

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 interest.

All holding costs are expensed through profit or loss in the year incurred, with the exception of interest which are capitalised during

the period when active development is taking place. During the year ended 30 June 2024, interest has been capitalised to inventories

of $598,000 (2023: nil). Interest and other holding costs incurred after completion of development are expensed as incurred.

Inventories include deposits paid on contracts for development land of $69,140,000 (2023: $43,740,000).

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'SNOTE20242023

Opening balance 207,517 80,498

Acquisitions 716 71,163

Right-of-use asset acquired - 11,497

Right-of-use asset reassessment 10,549 -

Unrealised fair value (loss) / gain (1,718) 6,821

Disposals (170) -

Capital expenditure 60,546 37,538

Total investment properties 277,440 207,517

Less: lease liability (20,371) (10,698)

Total investment properties excluding NZ IFRS 16 lease adjustments 257,069 196,819

ALLALL VALUES IN $000'S VALUES IN $000'S2024202420232023

Retirement village land measured at fair value 123,144 106,029

Commercial properties measured at fair value 42,251 31,084

Investment properties under development measured at cost 91,674 59,706

Total investment properties excluding NZ IFRS 16 lease adjustments 257,069 196,819

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 55

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 2024, $204,000 of share-based payment expense has been capitalised to investment

properties (2023: $232,000).

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 2024 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, Northbrook Launch Bay 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.

Below are the significant inputs used in the valuations, together with the impact on the fair value of a change in the inputs:

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%8.25%DecreaseIncrease

Market rental ($ per square metre)3 100 700 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.

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:

ALL VALUES IN $000'SLAND VALUE


Retirement village land measured at fair value


Fair Value

- $100


per sqm

+ $100


per sqm

Valuation 123,144

Change (6,578) 6,563

Change (%)-5.34%5.33%

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202456 | WINTON LAND LIMITED

5. Investment properties (Continued)
Key estimates and assumptions (Continued)

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 42,251

Change (4,833) 2,948 (1,472) 1,528

Change (%)-11.09%6.76%-3.20%3.33%

One investment property could not be reliably measured as at 30 June 2024 due to resource consent changes being in progress

and the current stage of development of the property. Therefore it is held at cost at 30 June 2024. All other investment property

under development are related to investment property which are not substantially progressed and therefore the fair value cannot

be reliably determined. These assets are carried at cost less any impairment. When these assets become reliably measurable, they

will get fair valued.

6. Property, plant and equipment

ALL VALUES IN $000'S

WORK IN

PROGRESSBUILDINGS

FURNITURE,

FIXTURES

AND FITTINGS

MOTOR

VEHICLES

PLANT AND

EQUIPMENTTOTAL

COST

As at 1 July 2023 12,603 2,351 1,607 670 501 17,732

Additions 23,441 845 798 445 501 26,030

Acquisition through business combination - 9 29 28 107 173

Transfers (3,403) 3,403 - - - -

Disposals - (1,101) (72) (263) (11) (1,447)

As at 30 June 2023 32,641 5,507 2,362 880 1,098 42,488

Additions 32,122 738 7,512 1,080 598 42,050

Transfers(30,861) 30,861 - - - -

Disposals - - (22) - (55) (77)

As at 30 June 2024 33,902 37,106 9,852 1,960 1,641 84,461

ACCUMULATED DEPRECIATION

As at 1 July 2023 - 305 734 333 296 1,668

Depreciation - 195 121 86 162 564

Disposals - (71) (16) (111) (5) (203)

As at 30 June 2023 - 429 839 308 453 2,029

Depreciation - 1,415 717 210 282 2,624

Disposals - - (8) - (23) (31)

As at 30 June 2024 - 1,844 1,548 518 712 4,622

NET BOOK VALUE

As at 30 June 2023 32,641 5,078 1,523 572 645 40,459

As at 30 June 202433,902 35,262 8,304 1,442 929 79,839

Also included in buildings category is buildings fitout.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 57

6. Property, plant and equipment (Continued)
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 and straight line basis over the estimated useful lives of each asset

class as follows:

• Buildings 2% - 67%

• Furniture, fixtures and fittings 2% - 67%

• Motor Vehicles 10% - 50%

• Plant and equipment 13% - 67%

7. Borrowings

(i) Net borrowings

ALL VALUES IN $000’S20242023

MMLIC facility drawn down 64,763 -

Unamortised borrowings establishment costs (717) -

Net borrowings 64,046 -

Weighted average interest rate of drawn debt (inclusive of margin and line fees)10.35% -

Weighted average term to maturity (years) 3.5 -

Recognition and Measurement

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

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

are capitalised and spread over the expected life of the facility. All other interest costs and bank fees are expensed in the period they

are incurred.

(ii) MMLIC facility

On 14 December 2023, Lakeside Developments 2017 Limited (LDL, a 100% subsidiary company of the Company) entered into

a debt facility with MMLIC for $80,000,000. The facility expires 14 December 2027. The MMLIC facility is secured by way of

general security deed provided by LDL and a registered mortgage security across the Lakeside development property.

(iii) Security

The MMLIC facility is secured by way of general security deed provided by LDL and a registered mortgage security across the

Lakeside development property.

8. Investor returns and investment metrics

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

8.1. Basic earnings per share

20242023

Profit after income tax ($000s) 15,746 64,638

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

Basic earnings per share (cents) 5.31 21.79

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202458 | WINTON LAND LIMITED

8. Investor returns and investment metrics (Continued)
8.2. Diluted earnings per share

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

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

shares. Weighted average number of shares for the purpose of diluted earnings per share has been adjusted for 11,009,735

share options (30 June 2023: 10,833,497) issued under the Group’s Share Option Plan as at 30 June. This adjustment has

been calculated using the treasury share method.

20242023

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

Effect of share options dilution 10,821,884 10,874,799

Weighted average number of ordinary shares (shares) for diluted earnings per share 307,435,620 307,488,535

20242023

Profit after income tax ($000s) 15,746 64,638

Weighted average number of ordinary shares (shares) 307,435,620 307,488,535

Diluted earnings per share (cents) 5.12 21.02

9. Other

9.1. Selling expenses

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

9.2. Administrative expenses

ALL VALUES IN $000'S20242023

Auditors remuneration:

Audit and review financial statements (221) (210)

Directors' fees (458) (433)

Employee benefits expense (17,373) (9,900)

Legal expense (3,033) (3,151)

Operating lease and rental payments (288) (214)

Establishment costs (2,749) -

Other expenses (6,012) (4,869)

Total administrative expenses (30,134) (18,777)

Establishment costs are the pre-opening cost associated with Ayrburn hospitality precinct. These include branding, marketing,

recruitment, employee training and other costs incurred before trading commenced.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 59

9. Other (Continued)
9.2. Administrative expenses (Continued)

The Group applies the short-term lease recognition exemption to its short-term leases of equipment. It also applies the lease

of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments

on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Expense relating to short-term and low-value leases was $288,000 (2023: $214,000).

9.3. Taxation

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

ALL VALUES IN $000'S20242023

Profit before income tax 27,494 95,207

Prima facie income tax calculated at 28% (7,698) (26,658)

Adjusted for:

Prior period adjustment 75 9

Non-tax deductible revenue and expenses (1,105) (2,812)

Movement in temporary differences 1,522 5,245

Difference in tax rates (70) (310)

Current taxation expense (7,276) (24,526)

Prior period adjustment 45 -

Deferred tax on buildings - refer note 9.15 (2,923) -

Fair value gain on investment properties (590) (4,756)

Intangible asset 159 (660)

Capitalised interest (488) 434

Inventories (366) (1,177)

Other (309) 116

Deferred taxation expense (4,472) (6,043)

Total taxation reported in Consolidated Statement of Comprehensive Income (11,748) (30,569)


Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202460 | WINTON LAND LIMITED

9. Other (Continued)
9.3. Taxation (Continued)

(ii) Deferred taxation

ALL VALUES IN $000'S

2022


AS AT

2023

RECOGNISED


IN PROFIT

2023


AS AT

2024


RECOGNISED

IN PROFIT

2024


AS AT

Deferred tax assets

Employee benefits 152 136 288 179 467

Accounts payable, accruals and other payables 850 (305) 545 (210) 335

Lease liability 174 2,912 3,086 2,618 5,704

Share-based payment reserve 232 358 590 338 928

Gross deferred tax assets 1,408 3,101 4,509 2,925 7,434

Deferred tax liabilities

Accounts receivable, prepayments and other receivables 93 (201) (108) 150 42

Right-of-use asset 157 3,141 3,298 2,875 6,173

Inventories 10,759 704 11,463 784 12,247

Intangible asset - 660 660 (159) 501

Property, plant and equipment - refer note 9.15 - - - 2,923 2,923

Investment properties - 4,840 4,840 824 5,664

Gross deferred tax liabilities 11,009 9,144 20,153 7,397 27,550

Net deferred tax liability (9,601) (6,043) (15,644) (4,472) (20,116)

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 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 61

9. Other (Continued)
9.3. 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’S20242023

Opening balance 35,189 18,967

Taxation paid / payable 6,216 19,616

Imputation credits attached to dividends paid (2,959) (3,394)

Closing balance available to shareholders for use in subsequent periods 38,446 35,189

9.4. Equity

(i) Capital

As at 30 June total shares issued and outstanding were 296,613,736. 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'S20242023

1.07 cents per qualifying ordinary share – 24/8/22 - 3,174

2.06 cents per qualifying ordinary share – 22/2/23 - 6,110

2.16 cents per qualifying ordinary share – 22/8/23 6,407 -

0.55 cents per qualifying ordinary share – 20/2/24 1,631 -

Total dividends 8,038 9,284

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202462 | WINTON LAND LIMITED

9. Other (Continued)
9.5. Accounts receivable, prepayments and other receivables

ALL VALUES IN $000'S20242023

Accounts receivable 261 110

Prepayments and other receivables 5,588 6,763

Total accounts receivable, prepayments and other receivables 5,849 6,873

As at 30 June 2024, prepayments and other receivables include retention monies held in accordance with the Construction

Contracts Act of $3,040,000 (2023: $3,831,000).

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.

9.6. Intangible assets

ALL VALUES IN $000'S20242023

Opening balance 2,479 123

Acquisitions 81 -

Acquisition through business combination - 2,875

Amortisation (567) (519)

Total intangible assets 1,993 2,479

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 $1,789,000 as at 30 June (2023: $2,356,000). The useful lives as at 30 June

2024 for the customer contracts acquired was between two and five years with no residual value (2023: 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 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 63

9. Other (Continued)
9.7. Accounts payable, accruals and other payables

ALL VALUES IN $000'S20242023

Accounts payable 15,249 14,693

Accruals and other payables in respect of inventories 3,888 4,517

Accruals and other payables 5,050 10,930

Total accounts payable, accruals and other payables 24,187 30,140

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.

9.8. Lease liabilities

ALL VALUES IN $000'S20242023

Opening balance 11,021 622

Additions - 11,497

Lease liability reassessment 10,549 -

Lease liability interest expense 1,133 1,071

Rent paid (2,332) (2,169)

Total lease liabilities 20,371 11,021

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

in Auckland. The ground lease term at Cracker Bay was reassessed in June 2024 due to the likelihood of an extension option

being exercised following resource consent progress. This increases the lease term from 4.75 years to 50 years.

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 2024

ANNUAL REPORT 202464 | WINTON LAND LIMITED

9. Other (Continued)
9.9. Financial instruments

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

cost in the financial statements:

ALL VALUES IN $000'S20242023

Financial assets

Cash and cash equivalents1 41,689 76,310

Accounts receivable and other receivables 5,266 6,545

Total financial assets 46,955 82,855

Financial liabilities

Accounts payable and other payables 20,100 26,850

Lease liabilities 20,371 11,021

Borrowings 64,046 -

Total financial liabilities 104,517 37,871

1. Comprises solely of cash at bank.

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

9.10. Financial risk management

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

financial risk management strategy focuses on minimising the potential negative economic impact of unpredictable events on its

financial performance.

(a) Interest rate risk

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

floating interest rate.

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

20242023

ALL VALUES IN $000’S

GAIN/(LOSS)


ON INCREASE

OF 0.50%

GAIN/(LOSS)


ON DECREASE

OF 0.50%

GAIN/(LOSS)


ON INCREASE

OF 0.50%

GAIN/(LOSS)


ON DECREASE

OF 0.50%

Impact on profit before tax (9) 99 - -

Impact on equity (6) 71 - -

(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.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 65

9. Other (Continued)
9.10. Financial risk management (Continued)

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

parties whom the Group assesses to be creditworthy. Credit risk does not arise on property sale proceeds to be settled as title will

not transfer until settlement.

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

(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 20,100 20,100 - - - 20,100

Lease liability 20,371 1,985 3,580 5,955 80,735 92,255

Borrowings 64,046 16,822 47,757 - - 64,579

Total as at 30 June 2024 104,517 38,907 51,337 5,955 80,735 176,934

Accounts payable, accruals and other payables 26,850 26,850 - - - 26,850

Lease liabilities 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

(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.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202466 | WINTON LAND LIMITED

9. Other (Continued)
9.11. Related party transactions

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

transactions are shown below.

Key management personnel remuneration

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

ALL VALUES IN $000'S20242023

Employee benefits expense 4,427 3,691

Share-based payment expense 1,338 1,338

Directors' fees 167 160

Total key management personnel remuneration 5,932 5,189

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

date of 17 December 2031.

Senior Management Team were granted 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'S20242023

Key management personnel 2,263 1,050

Employees 3,160 2,145

Revenue from contracts with customers 5,423 3,195

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

$18,852,000 (2023: $18,852,000), key management personnel for nil (2023: $2,263,000) and employees for $2,829,000 (2023:

$4,968,000) to be recognised as revenue in future years.

Julian Cook, an Executive Director is also a Director of WEL Networks Limited (WEL). During the year, the Group incurred

$619,000 of development costs categorised as inventories (2023: $585,000) from WEL. As at 30 June 2024 there was nil (2023:

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

$10,000 of development costs categorised as inventories (2023: $57,000) from JAS. As at 30 June 2024 there was nil (2023:

$2,000) 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 2024

ANNUAL REPORT 2024WINTON LAND LIMITED | 67

9. Other (Continued)
9.12. Share-based payments

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

shares have been granted to certain employees. The 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 1,848 4 years of service from grant date5 years of service from grant date

On 17 December 2021 1,848 7 years of service from grant date8 years of service from grant date

On 17 December 2021 6,993 10 years of service from grant date11 years of service from grant date

On 4 June 2024 107 4 years of service from grant date5 years of service from grant date

On 4 June 2024 107 7 years of service from grant date8 years of service from grant date

On 4 June 2024 107 10 years of service from grant date11 years of service from grant date

Total share options 11,010

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

NUMBER OF INSTRUMENTS (000’S)20242023

Opening balance 10,833 10,936

Granted during the year 320 -

Forfeited during the year (143) (103)

As at 30 June 11,010 10,833

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 2024 was 5.9 years (2023: 6.9 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 scheme has been incorporated into that fair value at grant date by

applying a discount to the valuation obtained. The inputs used in measurement of the fair values at grant date of the share options

were as follows:

Fair value at grant date (weighted-average) ($)1.149

Share price at grant date (weighted-average) ($)3.8350

Exercise price ($)3.8870

Expected volatility (weighted-average)26.0%

Expected life (weighted-average) 8.4 years

Expected dividends (weighted-average)2.51%

Risk-free interest rate (based on government bonds) (weighted-average)2.53%

The fair value of the share options as at 30 June 2024 is $3,750,000 (2023: $2,338,000).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202468 | WINTON LAND LIMITED

9. Other (Continued)
9.12. Share-based payments (Continued)

Recognition and measurement

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

valuation model.

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

payment reserve), over the period in which service is fulfilled (the vesting period). The cumulative expense recognised for equity-settled

transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired, and the Group’s

best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of comprehensive

income for a period represents the movement in cumulative expense recognised as at the beginning and end of the period.

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

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

conditions are reflected within the grant date fair value.

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

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

that the original terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any

modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee.

Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed

immediately through profit or loss.

9.13. Investment in subsidiaries

The Company has the following wholly owned subsidiaries:

- Ayrburn Precinct Limited

- Ayrburn Transport Limited

- Ayrburn Wines Limited

- Ayrburn Wines Online Limited

- Beaches Developments Limited

- Bridesdale Farm Developments

Limited

- Cracker Bay Holdings Limited

- Cracker Bay Operating Limited

- Francis Street Developments


Pty Limited

- Lakeside Commercial Limited

- Lakeside Developments


2017 Limited

- Lakeside Residential Limited

- Longreach Developments Limited

On 23 November 2023, Launch Bay Townhouses Limited was deregistered. On 7 March 2024, Lakes Edge Developments Limited

was deregistered. On 20 June 2024, Winton Fund No.2 Limited was deregistered.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

- Marlborough Precinct Holdings

Limited

- Marlborough Precinct Residential

Limited

- Northbrook Arrowtown Limited

- Northbrook Avon Loop Limited

- Northbrook Launch Bay Limited

- Northbrook Retirement Villages

Limited

- Northbrook Wanaka Limited

- Northbrook Wynyard 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 Construction Limited

(incorporated 21 May 2024)

- Sunfield Developments Limited

- Sunfield Residential Limited

(incorporated 21 May 2024)

- Waterfall Park Developments

Limited

- Winton Capital Limited

- Winton Fund Limited

- Winton Group Holdings Limited

- Winton Partners Bellbird Pty Limited

- Winton Property Investments

Limited

ANNUAL REPORT 2024WINTON LAND LIMITED | 69

9. Other (Continued)
9.14. Capital and land development commitments

As at 30 June 2024, 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'S20242023

Development expenditure 43,310 53,636

Land purchases 29,000 55,116

Joint venture capital commitment 50,000 50,000

Total capital and land development commitments 122,310 158,752

9.15. Abnormal items

20242023

ALL VALUES IN $000’S PRE-TAX TAXAFTER TAX PRE-TAX TAXAFTER TAX

Change in tax deductibility - (2,923) (2,923) - - -

On 28 March 2024, the New Zealand Government enacted changes to the tax legislation to remove the ability to depreciate

building with a life over 50 years for tax deduction purposes. For the Group the application of this taxation change under NZIAS

12 Income Taxes creates a tax carrying value of nil from 1 April 2024 onwards for these buildings. This increases the deferred

taxation liability by $2,923,000 and creates a one-off, non-cash accounting adjustment to the taxation expense for deferred tax on

buildings for the year ended 30 June 2024 of $2,923,000. The application of NZIAS 12 which creates this large deferred taxation

liability does not reflect taxation payable if the assets were sold.

9.16. Subsequent events after balance date

There were no material events subsequent to the balance date.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2024

ANNUAL REPORT 202470 | WINTON LAND LIMITED


A member firm of Ernst & Young Global Limited

IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt


TToo tthhee SShhaarreehhoollddeerrss ooff WWiinnttoonn LLaanndd LLiimmiitteedd


OOppiinniioonn

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

on pages 46 to 70, which comprise the consolidated statement of financial position of the Group as at 30 June 2024, 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 material

accounting policy information.

In our opinion, the consolidated financial statements on pages 46 to 70 present fairly, in all material respects, the consolidated

financial position of the Group as at 30 June 2024 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.

BBaassiiss ffoorr ooppiinniioonn

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.

KKeeyy aauuddiitt mmaatttteerrss

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

A member firm of Ernst & Young Global Limited

IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt

TToo tthhee SShhaarreehhoollddeerrss ooff WWiinnttoonn LLaanndd LLiimmiitteedd

OOppiinniioonn

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

on pages 46 to 70, which comprise the consolidated statement of financial position of the Group as at 30 June 2024, 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 material

accounting policy information.

In our opinion, the consolidated financial statements on pages 46 to 70 present fairly, in all material respects, the consolidated

financial position of the Group as at 30 June 2024 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.

BBaassiiss ffoorr ooppiinniioonn

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.

KKeeyy aauuddiitt mmaatttteerrss

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

ANNUAL REPORT 2024WINTON LAND LIMITED | 71

A member firm of Ernst & Young Global Limited
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on

the accompanying consolidated financial statements.

PPrrooppeerrttyy AAsssseettss

WWhhyy ssiiggnniiffiiccaanntt HHooww oouurr aauuddiitt aaddddrreesssseedd tthhee kkeeyy aauuddiitt mmaatttteerr

The Group’s property assets, comprising inventory, investment

properties and property under development, which is included in

Property, Plant & Equipment (PPE), are $559m which represents

85% 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 investment properties comprise land being developed

into retirement villages and commercial property.

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.

Given the nature of the Group’s operations, it incurs significant

costs each year in acquiring and developing its property assets.

Determining whether to capitalise or expense property costs

relating to inventories, investment properties and PPE 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.

Where investment properties were considered to be able to be

reliably valued, independent valuations were carried out by a valuer

(the Valuer). The valuation of investment properties is inherently

subjective given that there are alternative assumptions and

valuation methods that may result in a range of values.

Inventory is recorded at the lower of cost and net realisable value

(“NRV”). The assessment of NRV requires estimates of both the

future selling prices of inventory and the cost to be incurred prior to

its sale.

Disclosures relating to inventories, investment properties and PPE

and the associated significant judgments are included in Note 4

Inventories, Note 5 Investment Property and Note 6 Property Plant

and Equipment to the consolidated financial statements.

Our audit procedures included the following:

► Held discussions with management and understood their

policies and processes for:

► Capitalisation and allocation of costs;

► Review of third-party valuation reports for

investment property; and

► Determination of assumptions used in the NRV

model for inventory.

Capitalisation and allocation of costs to inventory, Investment

property and PPE

► 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 supporting

documentation to assess the nature of the cost and its

allocation to individual properties.

Valuation of investment property

► Held discussions with the Valuer to gain an understanding of

the assumptions and estimates used and the valuation

methodologies applied.

► Involved our real estate valuation specialists to assist with our

assessment of the methodologies used and whether the

significant valuation assumptions fell within a reasonable

range.

► Assessed the significant input assumptions applied by the

Valuer compared to previous period assumptions, taking into

account changes to the properties and other market changes.

► Assessed the competence, capabilities and objectivity of the

Valuer.

Valuation of inventory

► Examined management’s assessment of NRV and compared

this to the cost capitalised.

► Assessed the assumptions in management’s NRV

assessment, including performing sensitivity tests.

We also considered the adequacy of the disclosures in the financial

statements in relation to inventories, investment property and PPE.

IInnffoorrmmaattiioonn ootthheerr tthhaann tthhee ffiinnaanncciiaall ssttaatteemmeennttss aanndd aauuddiittoorr’’ss rreeppoorrtt

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

financial statements and auditor’s report.

ANNUAL REPORT 202472 | WINTON LAND LIMITED

A member firm of Ernst & Young Global Limited
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained 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.

DDiirreeccttoorrss’’ rreessppoonnssiibbiilliittiieess ffoorr tthhee ffiinnaanncciiaall ssttaatteemmeennttss

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.

AAuuddiittoorr’’ss rreessppoonnssiibbiilliittiieess ffoorr tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss

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

23 August 2024


A member firm of Ernst & Young Global Limited

Page 3

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained 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.

DDiirreeccttoorrss’’ rreessppoonnssiibbiilliittiieess ffoorr tthhee ffiinnaanncciiaall ssttaatteemmeennttss

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.

AAuuddiittoorr’’ss rreessppoonnssiibbiilliittiieess ffoorr tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss

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

Auckland

23 August 2024




ANNUAL REPORT 2024WINTON LAND LIMITED | 73

37 Jimmy’s Point, Launch Bay
Hobsonville Point

ANNUAL REPORT 202474 | WINTON LAND LIMITED

CORPORATE
GOVERNANCE

ANNUAL REPORT 2024WINTON LAND LIMITED | 75

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 seven directors.

A copy of the Company’s constitution and more detailed information on the Board and Winton’s senior management team is

available on 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. The NZX Code – Key Principles section below lists the principles in the NZX Corporate

Governance Code dated 1 April 2023 (NZX Code) and discloses the extent to which Winton has followed the recommendations in

the NZX Code.

In the Board’s opinion, as at 30 June 2024, the Company complies with the NZX Listing Rules and the NZX Code, other than

Recommendations 2.8, 2.9 and 2.10 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 – Ethical Standards

“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 ETHICS

The 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. Training in respect of the

Code of Ethics is provided at least once every three years. 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 next review due in August 2024.

SECURITIES TRADING POLICY

The 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 Manager, Corporate Services (or CEO in the case of a request

by the General Manager, Corporate Services or CFO) is required to trade, and persons must

otherwise act in compliance with laws.

DIVERSITY AND INCLUSION

POLICY

The 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.

The Risk Management and Whistleblowing Policy was updated with the changes approved and

adopted by the Board in June 2024.

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.

Corporate Governance

ANNUAL REPORT 202476 | WINTON LAND LIMITED

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 Recommendation 2.10 of the NZX Code also sets out that the Chair and CEO should be different

people. Chris Meehan remains both the CEO and the Board Chair. Winton is confident that this is the appropriate structure, 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 2024, the Board comprises seven directors, as follows:

DIRECTORTYPE OF DIRECTORSHIPAPPOINTMENT DATE

CHRIS MEEHAN (CHAIR)

Executive Director19 June 2017

MICHAELA MEEHAN

Non-executive Director19 June 2017

JULIAN COOK

Executive Director13 September 2021

GLEN TUPUHI

Independent Director24 September 2021

JAMES KEMP

Non-executive Director21 February 2022

STEVEN JOYCE

Independent Director22 June 2023

GUY FERGUSSON1

Independent Director224 November 2023

1. Guy Fergusson will stand for re-election at Winton’s FY24 annual shareholders’ meeting.

2. The Board determined Guy Fergusson to be an independent director on and from 19 February 2024. Refer to “Independence” section below.

ANNUAL REPORT 2024WINTON LAND LIMITED | 77

Member
Meetings held

Meetings attended

Member

Meetings held

Meetings attended

Member

Meetings held

Meetings attended

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 2024 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. Five of the seven

current directors own shares (either directly or through a related entity or trust), and those relevant interests are included under

the heading “Directors’ Dealings and Relevant Interests” in Principle 4 below. Of the remaining two directors, one is appointed in his

capacity as representative of a Substantial Product Holder.

During the period 1 July 2023 to 30 June 2024, meeting attendance for the directors was as follows:

BOARDAUDIT AND

FINANCIAL RISK

NOMINATION AND

REMUNERATION

DIRECTOR

CHRIS MEEHAN (CHAIR)

•66•11

MICHAELA MEEHAN

•65

DAVID LIPTAK1

•62•42

JULIAN COOK

•66

ANNA MOLLOY2

•61•41

GLEN TUPUHI

•66•44

JAMES KEMP

•66•11

JELTE BAKKER3 (ALTERNATE FOR JAMES KEMP)

•62

STEVEN JOYCE4

•66•43•11

GUY FERGUSSON5

•64•42•11

1. David Liptak retired from the Board, effective 12 February 2024.

2. Anna Molloy resigned from the Board, effective 22 August 2023.

3. Jelte Bakker ceased to be an alternate director to James Kemp on the Board, effective 23 May 2024.

4. Steven Joyce was appointed to the Audit and Financial Risk Committee, effective 22 August 2023. Steven has attended all subsequent meetings.

5. Guy Fergusson was appointed to the Board, and to the Audit and Financial Risk Committee effective 24 November 2023. Guy has attended all subsequent meetings.

Corporate Governance

ANNUAL REPORT 202478 | WINTON LAND LIMITED

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 seven director positions. For the purposes of the NZX Listing Rules, the Board has determined that,

as at 30 June 2024, three directors are independent directors, being Glen Tupuhi, Steven Joyce and Guy Fergusson.

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.

A high proportion 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.

Guy Fergusson was appointed to the Board on 24 November 2023 as a non-executive, non-independent director on the basis that at

the time of appointment to the Board, he had, within the last 12 months, held a senior role at Grant Samuel (with Grant Samuel being a

provider of material professional services to Winton, within the last three years noting Winton’s IPO was completed 17 December 2021).

The NZX Listing Rules define Independent Director and set out the principles of independence of directors. The NZX Code provides

factors that should be assessed in determining independence.

The Board subsequently determined Guy Fergusson to be an independent director on and from 19 February 2024, having regard to

all factors, including those set out in the NZX Code.

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 2024 is set out in the table below:

AS AT 30 JUNE 2024AS AT 30 JUNE 2023

POSITION

FemaleMaleDiverseFemaleMaleDiverse

DIRECTORS1

16-27-

SENIOR MANAGEMENT2

23-23-

EMPLOYEES1

,

2

11299-2837-

1. Where an individual is an executive director on the Board, and is also an employee, they are counted twice.

2. Senior management team members are also included in employee statistics.

ANNUAL REPORT 2024WINTON LAND LIMITED | 79

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).

All current declared interests of the directors are listed in the table below, with those disclosures advised during FY24 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

JULIAN COOK

SkyCity Entertainment Group Limited

WEL Networks Limited and three of its subsidiaries

(Infratec New Zealand Limited, Newpower Energy Services

Limited and Newpower Energy Limited)

Motutapu Investments Limited

Deakin TopCo Pty Limited

Chairman

Director



Director

Director

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

STEVEN JOYCE

Joyce Advisory Limited

Icehouse Ventures Limited

Government Infrastructure Expert Advisory Panel

The Icehouse Limited

Director and Shareholder

Director

Chair

Director

GUY FERGUSSON

Australian Wildlife Conservancy

Centennial Partners Pty Limited

Director

Director and Shareholder

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 2023 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 2024, Winton had 35 New Zealand subsidiary companies and 2 Australian subsidiary companies.

Chris Meehan is a director of all 37 subsidiary companies.

Michaela Meehan is a director of the following 20 New Zealand subsidiary companies: Beaches Developments Limited, Bridesdale

Farm 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.

Corporate Governance

ANNUAL REPORT 202480 | WINTON LAND LIMITED

Subsidiary Company Directors continued
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.

Guy Fergusson replaced Iain Murray as 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 during the period he was a director in FY24 received a fee of $16,215 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 appropriate.

Audit and Financial Risk Committee

Membership: Steven Joyce (Chair), Guy Fergusson, 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 chaired by Steven Joyce. The membership of this committee is solely independent

directors.

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 the Audit and Financial Risk

Committee meetings. Employees only attend committee meetings at the invitation of the Audit and Financial Risk Committee.

The Audit and Financial Risk Committee Charter which governs the operations of the Audit and Financial Risk Committee was

updated with the changes approved and adopted by the Board in June 2024.

Nomination and Remuneration Committee

Membership: Steven Joyce (Chair), Guy Fergusson, Chris Meehan, James Kemp

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.

Following re-election at Winton’s 2023 Annual Shareholder’s Meeting, Steven Joyce was appointed as the chair of the Nomination and

Remuneration Committee with effect from 22 August 2023.

ANNUAL REPORT 2024WINTON LAND LIMITED | 81

Corporate Governance
38

ANNUAL REPORT 202482 | WINTON LAND LIMITED

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. The Continuous Disclosure Policy was reviewed with the changes

approved and adopted by the Board in June 2024.

Other Governance Documentation

The Company Policies, annual and interim reports, Company announcements and other relevant materials are 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 FY24 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, social and governance factors and practices.

More information on Winton’s approach to sustainability and ESG metrics can be found on pages 36-43.

Climate-related Disclosures

Winton is a climate-reporting entity under the Financial Markets Conduct Act 2013 (FMC Act). Winton is publishing its first Climate-

related Disclosures for the financial year ended 30 June 2024 in compliance with the Aotearoa New Zealand Climate Standards issued

by the External Reporting Board (XRB) as required by the FMC Act within this Annual Report starting at page 37 with a summary of

its GHG emissions for FY24. It will also be published on Winton’s Website as a standalone document, along with a more detailed GHG

inventory, titled ‘Climate-Related Disclosures and GHG Inventory Report’.

Directors’ Dealings and Relevant Interests

The details of the directors’ dealings in the Company’s financial products as at 30 June 2024 are set out in the table below:

DIRECTORNO. OF SHARES ACQUIRED /

(DISPOSED)

CONSIDERATION PER SHAREDATE OF TRANSACTION

DAVID LIPTAK (BENEFICIAL INTEREST)

(7,839,521)$2.502 December 2023

DAVID LIPTAK (BENEFICIAL INTEREST)

(6,991,166)$2.5010 February 2024

The details of the directors’ relevant interests in the Company’s financial products for the year ended 30 June 2024 are set out in

the table below:

DIRECTORNATURE OF RELEVANT INTERESTNO. OF SHARES

CHRIS MEEHAN (CHAIR)

Beneficial163,329,448

MICHAELA MEEHAN

Beneficial163,329,448

JULIAN COOK

Beneficial1,286,339

GLEN TUPUHI

Beneficial12,870

GUY FERGUSSON

Beneficial81,088

Note that while James Kemp is appointed to the Board in his capacity as representative of substantial product holder, TC Akarua 2 Pty

Limited (as trustee of the TC Akarua Sub Trust), he does not hold a personal relevant interest in those shares.

38 Northbrook Wynyard Quarter,

Auckland

ANNUAL REPORT 2024WINTON LAND LIMITED | 83

Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”

Directors’ Remuneration

The current director total fee pool is $600,000 per annum. The directors have resolved to increase their directors’ fees by the increase

in the Consumer Price Index as at 1 October in each year, subject to the total fee pool. 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. As at 30 June

2024, the directors’ fees comprise an annual fee of $63,390 per annum (other than the Board Chair fee which is $105,650 per annum)

and an annual fee of $21,130 to chair the Audit and Financial Risk Committee and $12,678 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 FY24.

The remuneration paid to directors of the Company during FY24 is as follows:

DIRECTORROLEDIRECTOR FEES PAID IN FY24

CHRIS MEEHAN

Board Chair$104,238

MICHAELA MEEHAN

Non-executive Director$62,543

JULIAN COOK

Executive Director$62,543

GLEN TUPUHI

Independent Director$62,543

STEVEN JOYCE

1

Independent Director

Audit and Financial Risk Committee (Chair)

Nomination and Remuneration Committee (Chair)

$62,543

$18,565

$10,714

JAMES KEMP

Non-executive Director-

GUY FERGUSSON1

Independent Director$38,241

DAVID LIPTAK2

Non-executive Director$22,488

ANNA MOLLOY3

Independent Director

Audit and Financial Risk Committee (Chair)

Nomination and Remuneration Committee (Chair)

$1,747

$8,736

$2,912

JELTE BAKKER4

Non-executive Director-

1. Guy Fergusson was appointed to the Board, effective 24 November 2023.

2. David Liptak retired from the Board, effective 12 February 2024.

3. Anna Molloy resigned from the Board, effective 22 August 2023.

4. Jelte Bakker ceased to be an alternate director to James Kemp on the Board, effective 23 May 2024.

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 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). The Nomination and Remuneration Committee Charter was last updated, with the changes approved and adopted by

the Board, in June 2024.

LTI Plan

The Company has implemented a long-term incentive plan (the LTI Plan) for employees, to incentivise and retain those employees.

Under the LTI Plan, participants are granted options to vest at year 4, year 7 and year 10, and will not be required to pay for such

options. Each option will give the participant the right to acquire one share, subject to the participant remaining employed at the

relevant vesting date, at the exercise price for those options. The exercise price will not be adjusted for any dividends paid by Winton.

Corporate Governance

ANNUAL REPORT 202484 | WINTON LAND LIMITED

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. On 4 June 2024, Winton, with the approval of the

Board, issued shares to eligible employees who exercised their options under the LTI Plan.

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

exercise price for those options. 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 FY24 as outlined above.

In addition, in his executive role as CEO of the Company, Chris Meehan’s remuneration for FY24 was $1,844,774. Mr Meehan did not

receive any additional remuneration (including any short-term or long-term incentives) during FY24 as CEO.

Employee’s Remuneration

Julian Cook is a director of the Company and received fees in that capacity in FY24 as outlined above. In addition, in his executive

role as Director of Retirement for FY24, Mr Cook received remuneration of $240,000. Mr Cook did not receive any additional

remuneration (including any short-term or long-term incentives) during FY24 as Director of Retirement.

There were 44 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 FY24, 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

1

NUMBER OF EMPLOYEES2

$100,001 to $110,0002

$110,001 to $120,0004

$120,001 to $130,0003

$130,001 to $140,0003

$140,001 to $150,0002

$150,001 to $160,0001

$160,001 to $170,0002

$170,001 to $180,0002

$180,001 to $190,0002

$190,001 to $200,0004

$210,001 to $220,0006

$220,001 to $230,0002

$240,001 to $250,0003

$270,001 to $280,0001

$310,001 to $320,0002

$320,001 to $330,0001

$360,001 to $370,0001

$410,001 to $420,0002

$520,001 to $530,0001

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.

ANNUAL REPORT 2024WINTON LAND LIMITED | 85

Corporate Governance
39

ANNUAL REPORT 202486 | WINTON LAND LIMITED

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 11 principal business risks across its business. For the purposes of this report and Recommendation

6.1 of the NZX Code, a high-level description of these principal business risks is provided below:

AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK

PROPERTY MARKET RISK

Winton’s ability to achieve its forecasted

sales and/or forecasted sales prices within

each of its developments is dependent on

the housing market conditions in each of the

areas in which its developments are located.

Winton reviews economic and residential property

market conditions through research and relationships

with market participants.

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.

Winton ensures expected returns from

developments adequately compensate Winton for

the level of risk undertaken before approval.

Through due diligence, Winton understands

the project risks by undertaking comprehensive

feasibility studies to determine the viability of the

proposed initiative or development and ensures

funding is in place.

Further, Winton establishes a procurement plan

including, procurement for long lead items,

and engages contractors early to mitigate cost

escalation or contractor default. Its construction

and development contracts have robust provisions

to ensure these risks are adequately addressed

and mitigated.

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.

39 Northbrook Wanaka,

Wanaka

ANNUAL REPORT 2024WINTON LAND LIMITED | 87

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.

Winton has retained Julian Cook, former CEO of one

of New Zealand’s largest retirement village operators

Summerset Group, as the Executive Director of the

Northbrook programme. Winton has also retained

expert external advisers to advise on registration,

statutory obligations and ongoing compliance.

HEALTH, SAFETY AND

WELLBEING OF WINTON

EMPLOYEES, CONTRACTORS

AND STAKEHOLDERS

Risk of not having adequate procedures

in place to identify, manage and report on

the health, safety and wellbeing of Winton

employees, contractors and stakeholders,

both internally and externally.

Winton has a number of procedures in place to

ensure hazards are identified and its health and

safety obligations are met.

Winton records near misses and “opportunities for

improvement” at a corporate level as well as through

contractor reporting lines for any incidents on

site. These are minuted at regular site meetings or

advised directly to Winton if appropriate to report

outside of site meeting timing.

PCG reporting covers health and safety as a standing

item and independent audits are also undertaken.

Further information on health, safety and wellbeing

can be found in the ESG section of this report.

TECHNOLOGY AND

CYBERSECURITY RISK

The risk of Winton’s systems or data

becoming compromised, for example due to

a cyberattack or an outage.

Winton’s systems are managed by qualified third

parties and appropriate cybersecurity controls are

in place.

Corporate Governance

ANNUAL REPORT 202488 | WINTON LAND LIMITED

Principal Business Risks and Key Strategies to Mitigate continued
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK

STAFF RETENTION AND

CAPABILITY RISK

In a tight and highly competitive labour

market, Winton is at risk of staff shortages

and loss of institutional knowledge and

experience. The risk is our ability to recruit

appropriate replacements and the loss of

knowledge and expertise.

Key areas within Winton’s senior management,

development and Northbrook teams will continue to

be monitored closely.

Winton also ensures a strong focus on team

engagement and enhancement and maintains

ongoing succession planning and retention structures

within the company.

Winton will continue to undertake regular

performance reviews of employees and directors

and benchmark remuneration packages with the

wider market.

CONSENTING RISK

Winton’s development activities typically

require it to achieve rezoning or resource

consents to allow development of its master

planned communities and projects to be

undertaken.

There is a risk that Winton does not achieve

the rezoning or consents required, or the

rezoning or consents are granted on terms

which are less favourable than Winton

originally anticipated.

Winton has strong relationships across local, central

governments and with tangāta whenua. While the

outcome of rezoning and consenting decisions

remains outside its direct control, Winton has a

proven track record of achieving the necessary

rezoning and consenting to develop large-scale

master planned communities.

LAND ACQUISITION RISK

Winton’s continued growth is dependent

on its ability to acquire attractive sites for

the development of new master planned

communities. The vendors of attractive

sites may choose to either not sell, sell to

a competitor or other third party, or sell at

higher prices than Winton would expect.

Winton continually evaluates potential new sites

and has a demonstrated record in origination

opportunities through various channels, including

direct approaches to landowners, public sale

processes, its network of long-term relationships

across New Zealand and inbound enquiry. Winton has

enshrined provisions in its constitution to enable it to

control shareholding to ensure it does not become an

“overseas person” under the Overseas Investment Act

2005. This mitigates the risk of many competitors.

CLIMATE CHANGE RISK

Physical and transitional risks associated

with climate change, and the transition to a

low-carbon economy, have the potential to

affect Winton. Transitional risks may impact

the short-to-medium term, while in the longer

term Winton expects to operate in a climate

that is different to current conditions.

Winton is already adapting to physical and transitional

risks relating to climate change. Winton designs

for resilience, and performs detailed risk analysis to

understand the impacts of different climate change

and transitional scenarios.





ANNUAL REPORT 2024WINTON LAND LIMITED | 89

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 was updated with the changes approved and adopted by the Board in June 2024.

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).

EY, as the auditor of the FY24 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 & 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.

Corporate Governance

ANNUAL REPORT 202490 | WINTON LAND LIMITED

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 Thursday, 24 October

2024 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

In addition to various sponsorship contributions, the Company (or subsidiaries) paid a total of $50,488 in donations for the year

ended 30 June 2024. No donations were made to political parties, ballots or referendums.

Dividends

The following dividends have been paid by the Company in the past two financial years:

DATE PAIDCENTS PER SHARETOTAL PAID FY24

$000’S

TOTAL PAID FY23


$000’S

14 SEPTEMBER 2022

1.07-3,174

15 MARCH 2023

2.06-6,110

29 AUGUST 2023

2.166,406-

12 MARCH 2024

0.551,631-

TOTAL DIVIDENDS PER STATEMENT OF CHANGES IN EQUITY

8,0379,284

NZX Waivers

The following approval and waiver from the NZX Listing Rules was relied upon by the Company during FY24:

• 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 of this approval and waiver, together with explanation of the effects of the same is available on

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.

Public exercise of NZX’s powers under Listing Rule 9.9.3 during FY24

Nil.

ANNUAL REPORT 2024WINTON LAND LIMITED | 91

INVESTOR STATISTICS
20 Largest Registered Shareholders as at 30 June 2024

RANKHOLDER NAMENO. OF SHARES% OF SHARES

1.

Korama Limited163,329,44855.06

2.

Perpetual Corporate Trust Limited166,284,25122.35

3.

JWAJ Limited20,972,4187.07

4.

Wanaka Partners, LLC13,852,3134.67

5.

0to60 Nominee Limited5,145,3561.73

6.

Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,577,3331.21

7.

Christopher Peter Huljich & Constance Maria Huljich & Elizabeth Ferguson Anne2,967,2941.00

8.

HWM (NZ) Holdings Limited2,091,0250.70

9.

Accident Compensation Corporation21,415,1040.48

10.

Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43

10.

Motutapu Investments Limited1,286,3390.43

11.

Forsyth Barr Custodians Limited904,7290.31

12.

FNZ Custodians Limited845,6700.29

13.

Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24

14.

Joseph Davenport & Shelley Davenport514,5350.17

14.

Colin Ian Crombie & Heather Joy Hallam514,5350.17

15.

Forsyth Barr Custodians Limited483,0000.16

16.

Leveraged Equities Finance Limited453,7000.15

1 7.

Citibank Nominees (NZ) Limited2430,1440.15

18.

Evenhall Pty Limited385,9010.13

18.

Denwol Merchant Finance Corporation Pty Limited385,9010.13

19.

MFL Mutual Fund Limited2353,7790.12

20.

Custodial Services Limited346,2090.12

TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS

289,891,81097.73

BALANCE OF SHARES

6,721,9262.27

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.

Corporate Governance

ANNUAL REPORT 202492 | WINTON LAND LIMITED

Distribution of Shareholders
The distribution of the ordinary shares and registered shareholdings as at 30 June 2024 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

1 TO 1,000

10920.856,4580.02

1,001 TO 5,000

17633.59476,2140.16

5,001 TO 10,000

8416.03647,9810.22

10,001 TO 50,000

9117.372,034,1030.69

50,001 TO 100,000

224.201,445,3750.49

100,001 AND OVER

428.01291,953,60598.42

TOTAL

524100.00296,613,736100.00

Geographical Spread of Shareholders

The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2024 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

AUCKLAND & NORTHERN REGION

17733.78199,338,92667.20

WELLINGTON & CENTRAL DISTRICTS

7313.934,311,6981.45

NELSON, MARLBOROUGH & CHRISTCHURCH

6211.83403,5370.14

DUNEDIN & SOUTHLAND

5410.312,059,6810.69

HAMILTON & SURROUNDING DISTRICTS

7013.361,304,6260.44

OVERSEAS

8816.7989,195,26830.08

TOTAL

524100.00296,613,736100.00

Substantial Product Holders

The persons, who, for the purposes of section 293 of the FMC Act, were substantial product holders in the Company as at 30 June 2024

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

66,284,25122.35

JWAJ LIMITED

20,972,4187.07

The only class of quoted voting products on issue in Winton are ordinary shares. The total number of ordinary shares on issue as at

30 June 2024 was 296,613,736.

DIRECTORS’ STATEMENT

The Board is responsible for preparing the Annual Report. This report is dated 23 August 2024 and is signed on behalf of the Board of

Winton Land Limited by Chris Meehan, Chair and Steven Joyce, Director.

Chris Meehan

Chair

Steven Joyce

Director

ANNUAL REPORT 2024WINTON LAND LIMITED | 93

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/.

Corporate Governance

ANNUAL REPORT 202494 | WINTON LAND LIMITED

Company
Winton Land Limited

NZCN 6310507

ARBN 655 601 568

Board of Directors

Chris Meehan, Chair

Michaela Meehan

Julian Cook

Glen Tupuhi

Steven Joyce

James Kemp

Guy Fergusson

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

Julian Cook, Director of Retirement

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

Corporate 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 MUFG Corporate

Markets, a division of MUFG Pension & Market Services

(formerly Link Market Services Limited). MUFG Corporate

Markets 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 MUFG Corporate Markets

Investor Centre at the addresses noted below.

Registry

New Zealand:

MUFG Corporate Markets

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:

MUFG Corporate Markets

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

Directory

ANNUAL REPORT 2024WINTON LAND LIMITED | 95

40 Northbrook Wanaka,
Wanaka

BC Napolean the Clydesdale,

Ayrburn

ANNUAL REPORT 202496 | WINTON LAND LIMITED

ANNUAL REPORT 2024WINTON LAND LIMITED | 97

All in, good time.

---

1. Business Update
ANNUAL RESULTS FY24

INVESTOR PRESENTATION

23 August 2024

Presenting Today
Jean McMahon

Chief Financial Officer

Chris Meehan

Chief Executive Officer

2

Northbrook Wanaka, Northlake

2

Jimmy’s Point, Launch Bay Hobsonville Point
3

1.Business Update

2.Financial Overview

3.ESG Overview

4.Market and Outlook

BUSINESS UPDATE
Ayrburn, Arrowtown

Notes: 1. Units comprise residential land lots, dwellings, townhouses, apartments, retirement living units and commercial units. 2. Pre-sales are as at 23 August 2024. Pre-sales are unconditional and
conditional sale contracts to be recognised as revenue in future years. 3. Target units to be developed from 1 July 2024 onwards on existing projects based on management estimates and masterplans

current as at 30 June 2024. Target total units, target product mix and target settlement period may change, including due to planning outcomes and market demand;

5

Key highlights

$173.6m

Revenue

A resilient year of delivery and

settlements during the 12

months ending 30 June 2024

(FY24):

$70.3m

Gross profit

40.5%

Gross profit margin

$15.7m

Net profit after tax

9.1%

N PAT ma rgin

$41.7m

Cash

c.6,000

Unit¹ landbank yield

345

Units delivered and settled

211

Employees

524

To t a l

shareholders

12

Masterplanned

Communities

23

Current projects

$411.7m

²

of gross pre-sales secured

872

Retirement living units yield

ACROSS 5 LOCATIONS

78%³

of portfolio (by units) are

residential lots

LIMITING EXPOSURE TO CONSTRUCTION


Appointment of Guy Fergusson to the Board as an independent director

Business Highlights





Strong pre-sale book continues to protect future revenues - $411.7m at 23 August 2024

Inaugural mid-winter Christmas Wonderland held at Ayrburn – over 20,000 visitors

in July

Met requirements for the XRB Climate Standards and subsequent disclosures


Launched sales at three Northbrook sites – Wynyard, Wanaka and Arrowtown


Ayrburn won Best in Category – Tourism and Leisure Property Award PCNZ


Resource consent in place for all five current Northbrook locations¹

Ayrburn opened to the public in December 2023, with over 150,000 visitors to date


Strong year of delivery in a difficult market and very challenging economic conditions –

345 units settled

6

Notes: 1. Northbrook Arrowtown remaining subject to a resource consent amendment being granted. A retirement

village consent has been granted for Northbrook Arrowtown.

ALTA Villas, Northlake

6

Notes 1. A variation to the resource consent for Northbrook Arrowtown was

submitted in April 2024.

247
186

171

76

553

449

565

345

-

200

400

600

800

1,000

1,200

PriorFY18AFY19AFY20AFY21AFY22AFY23AFY24AFY24F+

7

Significant landbank pipeline

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

years.

6,000+

¹

Settlements include completed communities

(Longreach – 163, Lakes Edge – 55, River Terrace – 18, Parnell – 1)

Lakeside, Te Kauwhata

8
Continued Momentum

Neighbourhood

Units settled

FY24

Units settled

FY23

Movement

Lakeside20918623

Beaches29172(143)

North Ridge17105(88)

Northlake5883(25)

Launch Bay291514

River Terrace24(2)

Parnell1-1

Total

345565(220)

FY24 settlements across the residential portfolio.

Average residential

revenue per unit

(000’s)

$470$374$96

FY24 Unit Sales

•In FY24, 20.3% of settlements comprised of constructed product

compared with 7.6% in FY23.

•Average revenue per unit is $96k higher in FY24 as a result of the

greater proportion of constructed product settled.

Settlements by product type

Notes: 1. Constructed product comprises of apartments, townhouses, dwellings and

commercial units.

RESIDENTIAL

8

Residential Lots


Apartments


Commercial


Dwellings

80%

8%

2%

10%

2%

92%

3%

5%

3%

Residential Lots


Apartments


Dwellings


FY24

settlements

by product

FY23

settlements

by product

Northlake
•The plan change related to Stage 18 has been approved. This increases

the yield of this stage by 24 lots from previous assumptions, providing a

total yield of 125 lots, and allows Winton to fully realise the value of

the site.

Ayrburn

•Rezoning received for 7 prestigious residential lots on the balance land.

Northbrook Arrowtown

•Resource consent for Northbrook Arrowtown received in November

2023, the consent is a significant milestone in unlocking value and is

currently being modified.

•Consent includes an adjacent boutique 16-room hotel, providing

accommodation for visitors to both Ayrburn Precinct and Northbrook.

•A full size show apartment completed for potential residents to

experience Northbrook.

Northbrook Launch Bay

•Northbrook Launch Bay granted resource consent in September 2023.

Sunfield

•We continue to progress the 56 hectares of the property which is

currently zoned future urban with a more traditional masterplan

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

•Winton remains firm in its resolve to pursue alternate legislative

pathways to rezone the remaining c.150 hectares.

Work behind the scenes continues to unlock land value

through rezoning and consents.

9

Unlocking land value FY24

9

RESIDENTIAL

Northlake, Wanaka

Ayrburn, Arrowtown

Northbrook Arrowtown

Northbrook Launch Bay, Hobsonville Point

North Ridge Cessnock
•Stages 1-6 are complete and all available land lots have been sold and

settled.

•Resource consent underway for future stages 7 onwards.

Launch Bay Hobsonville

•Construction of Jimmy’s Point apartments has progressed at pace. The

internal fit-out is nearly complete in all apartments, and landscaping

works continue. We expect to complete and settle in H1 FY25.

•Remaining Ovation Apartments and Townhouses are pre-sold or

continue to be marketed.

Northlake

•The land lots within stage 17b were completed in H2 FY24. Stage 17a is

on track to complete and settle in H1 FY25 and we continue to market

the remaining lots.

•Northlake Apartments and the commercial units underneath were

completed and settled in FY25, except for the remaining two commercial

units.

•Stage 1 of the ALTA Villa Townhouses was completed in H2 FY24, and

stage 2 is due to be completed and settled in H1 FY25. Only a handful

remain to be sold.

•Design and consenting works progressed on stage 18 and construction

will commence during FY25.

Beaches Matarangi

•The final stages are now complete, as we look to market the remaining

final lots over the summer period.

Lakeside Te Kauwhata

•209 lots from stage 3 settled in FY24.

•Stage 3B and 3C continue with services, drainage, roading and footpaths,

and the tender of stage 4 civil works is underway.

Works progressed on future stages to deliver presales.

10

Residential development FY24

10

RESIDENTIAL

Northridge, CessnockLaunch Bay, Hobsonville Point

Beaches,

MatarangiLakeside, Te Kauwhata

Northbrook Wynyard Quarter
•Resource consent has been finalised, main works contract negotiations are well

progressed.

•Early works complete.

•Due to industry-wide issues and consenting processes Northbrook changed its structural

engineer to Robert Bird Group. Basement construction will commence in H1 FY25, with

practical completion remaining on schedule for FY28.

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

continues.

Northbrook Wanaka

•Civil works completed, with construction of stage one independent living apartments to

complete H2 FY25.

•We look forward to welcoming our first residents in H2 FY25.

•The show apartment opened in September 2023, offering prospective buyers a chance to

see fully realised independent living apartments.

Northbrook Arrowtown

•Show suite opened May 2024, with presales commencing.

•Northbrook Arrowtown's location in close proximity of Ayrburn has enabled high

volumes of visitors and future residents to visit the show suite. Visitor numbers have

been in excess of 2,000 since opening.

•Earthworks continue to progress under the existing resource consent.

•Resource consent variation has been lodged to reflect the final built form.

Northbrook Launch Bay

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

•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.

11

Northbrook progress

continues at pace

RETIREMENT

Northbrook Wanaka Display Suite

12
Winton’s retirement living

portfolio

Notes: 1. As at 30 June 2024. Units and Values remain subject to change as the masterplanning and 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, display suite complete,

registered under the Retirement Villages Act 2003, early

works complete, construction to commence FY25

Yes11438

152

WanakaWanaka

Resource consent granted, display suite complete,

registered under the Retirement Villages Act 2003, stage

one construction progressing well and completion expected

May 2025

Yes9632

128

ArrowtownArrowtown

Resource consent granted, variation to resource consent

underway, display suite complete, registered under the

Retirement Villages Act 2003, enabling works for stage one

expected to commence early 2025

Yes

14226

168

Launch BayAucklandResource consent granted

No

17539

214

Avon LoopChristchurchResource consent granted

No

17832

210

Total705167

872

RETIREMENT

•The Cracker Bay brand was launched in FY24 and
encompasses the drystack, marina, offices and

eventually a hospitality precinct.

•Offering Drystack facilities in the heart of

Auckland, the Drystack building refurbishment is

complete, offering best in class service.

•Renovation and refurbishment of the onsite office

building is expected to be complete in H1 FY25.

The works performed provide tenants with

premium waterfront facilities within a low rise

building.

•We continue to work through consenting for the

remainder of the site and ensuring the design

aligns to Winton’ s vision for the integrated

masterplan with Northbrook Wynyard and The

Villard.

Winton continues to diversify our revenue streams to support future annuity income.

13

13

COMMERCIAL

•Winton opened the first stage of Ayrburn to the public, on Saturday, 9
December 2023 with five different venues to cater to different tastes and

occasions. From sunny courtyard dining at the Woolshed, wine tastings in

The Manure Room, a sweet treat at The Dairy, whiskey sips in The Burr Bar,

to a multitude of events and entertaining at The Dell.

•In February 2024, The Barrel Room was added to the venue list; with 56

wine aging barrels lining the walls and the grand piano centrepiece, perfect

for private events and feast-style dining.

•Since opening, over 150,000 people have visited Ayrburn. A diversified mix

of visitors of all ages, demographics and from all over the world. Locals, New

Zealand residents and visitors from Australia collectively make up the

majority of visitors to date.

•In July 2024, Ayrburn held its inaugural mid-winter Christmas Wonderland,

which attracted well over 20,000 people over the month, many of which

gave ice skating a go, and many enjoyed festive drinks with over 4,000

glasses of Ayrburn’s special mulled wine sold in July alone.

•Ayrburn will expand further in FY25 with the opening of Billy’s (fine dining

restaurant), The Bakehouse and RM’s Butcher.

The Ayrburn masterplan has been designed to uplift the

value of neighbouring Northbrook Arrowtown and

Winton-owned residential land.

14

COMMERCIAL

The Woolshed, Ayrburn

FINANCIAL OVERVIEW
Jimmy’s Point, Launch Bay Hobsonville Point

FY24 Financial Performance
We have continued to deliver pre-sold properties, complete new projects, and diversify our revenue streams.

16

Statement of Financial PerformanceFY24FY23

MovementNZ$m (unless indicated otherwise)Year EndedYear Ended

30-Jun-2430-Jun-23

Revenue

173.6

221.1

(47.5)

Cost of sales

(103.3)(102.7)(0.6)

Gross profit

70.3

118.4

(48.1)

Gross profit margin

40.5%

53.6%

(13.1%)

Fair value (loss) / gain on investment properties

(1.7)6.8(8.5)

Selling expenses

(6.0)(8.2)2.2

Property expenses

(1.8)(1.3)(0.5)

Administrative expenses

(30.1)(18.8)(11.3)

Share-based payment expense

(1.2)(1.3)0.1

EBITDA

29.5

95.6

(66.1)

Depreciation and amortisation

(3.5)(1.4)(2.1)

Net interest income

1.4

1.0

0.4

Profit before income tax

27.4

95.2

(67.8)

Income tax expense

(11.7)(30.6)18.9

Profit after income tax

15.7

64.6

(48.9)

Basic earnings per share (cents)

5.31

21.79

(16.48)

Financial Performance

•Despite a difficult market and challenging economic conditions, Winton has

settled 345 units; delivering $173.6 million in revenue. This is 21.5% down from

the record year Winton had in FY23 of $221.1 million.

•Ayrburn opened to the public in December 2023, contributing to total commercial

portfolio revenue of $11.0 million for FY24.

•Cost of sales are recognised in alignment with revenue earned. The increase in

cost of sales reflects a greater volume of built product in FY24.

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

year. 20.3% of settlements in FY24 came from built products which produce a

lower margin than residential lots, compared with 7.6% in FY23.

•The revaluation movement of investment properties was a loss of $1.7m in FY24

compared to a gain of $6.8m in FY23. This was driven by the mix of properties

externally re-valued due to the timing of achieving consents for Northbrook

developments and the original cost of underlying land.

•Selling expenses were lower in FY24 by 26.7% due to reduced sales commission

and marketing spend.

•Administrative expenses increased by $11.3 million in FY24. $7.5 million of this is

due to increased employee benefits, with an increased headcount in FY24 to

support Winton’s growth and new operating businesses. Establishment costs of

$2.7 million were incurred in relation to the pre-opening of Ayrburn, and these

include branding, marketing, recruitment, and employee training. The remainder

of the increase is due to the growth of Winton’s operations and some inflationary

pressures.

•The FY24 results include a one-off, non-cash deferred tax liability adjustment of

$2.9 million arising from a change in tax legislation that came into effect this year

and relates to the depreciation of buildings. This liability does not reflect taxation

payable if the assets were sold.

16

Financial Position
•Cash balances remain strong at $41.7 million.

•Winton entered an $80 million debt facility to support Winton’s growth plans in

December 2023. The facility with Massachusetts Mutual Life Insurance Company

is fully ringfenced to only the Lakeside development and provided an equity

release to assist with funding the development of Northbrook villages. As at 30

June 2024, the drawn-down balance was $64.8 million. Winton has no recourse

debt at group level and all other properties across the group remain

unencumbered.

•Inventories have decreased from FY23 due to the greater volume of built product

settling.

•Investment properties have increased from FY23. This increase is driven

predominantly by investment property construction works, design and consent

costs of $60.5m.

•The increase in Property Plant and Equipment was primarily due to the

completion of the first four venues at Ayrburn in November 2023, and the Barrel

Room in February 2024 as well as development costs for The Bakehouse and

Billy’s, both due to open in FY25. We note that property, plant, and equipment are

held at cost less accumulated depreciation.

FY24 Financial Position

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

Statement of Financial PositionFY24FY23

NZ$m (unless indicated otherwise)As atAs at

Movement

30-Jun-2430-Jun-23

Cash and cash equivalents

41.776.3(34.6)

Inventories

247.3256.7(9.4)

Investment properties

277.4207.569.9

Property, plant and equipment

79.840.539.3

Other assets

7.89.6(1.8)

Total assets

654.0590.663.4

Accounts payable and other liabilities

44.641.23.4

Borrowings

64.0-64.0

Taxation payable

5.823.4(17.6)

Deferred tax liabilities

20.115.64.5

Total liabilities

134.580.254.3

Net assets

519.5510.49.1

NTA cents per share

174.5171.23.3

17

FY24 Statement of Cash Flows
Winton maintains a strong cash position.

18

Statement of CashflowsFY24FY23

NZ$m (unless indicated otherwise)

Year EndedYear Ended

Movement

30-Jun-2430-Jun-23

Cash flows from operating activities

Receipts from customers

173.6221.5(47.9)

Payment to suppliers and employees

(103.7)(165.7)62.0

Development land purchases

(25.4)(43.8)18.4

Other operating activities

(30.2)(1.2)(29.0)

Net cash flows from operating activities

14.310.83.5

Cash flows from investing activities

Investment property purchases

(57.6)(101.3)43.7

Acquisition of property, plant and equipment

(42.1)(26.2)(15.9)

Other investing activities

(0.1)(1.4)1.3

Net cash flows from investing activities

(99.8)(128.9)29.1

Cash flows from financing activities

Net proceeds of borrowing

60.1-60.1

Dividends paid to shareholders

(8.0)(9.3)1.3

Payment of lease and other liabilities

(1.2)(1.1)(0.1)

Net cash flows from financing activities

50.9(10.4)61.3

Net increase in cash and cash equivalents

(34.6)(128.5)93.9

Cash and cash equivalents at beginning of the period

76.3204.8(128.5)

Cash and cash equivalents at the end of the period

41.776.3(34.6)

Cashflows

•Net operating cashflows are increased by $3.5 million due to reduced payments to

suppliers and employees offset by reduced settlements.

•Payments to suppliers and employees decreased due to less works onsite in FY24.

•Development land purchases relate to Sunfield deposit payment in FY24.

•Investing activity has decreased due to less purchasing activity of investment

property compared to FY23.

•Increased property, plant and equipment is a result of completed projects at the

Ayrburn Precinct, which opened in December 2023.

•The Board of Directors has decided to pause paying a dividend to maintain

financial discipline through softer market conditions, while enabling Winton to

continue to execute its growth plans.

18

ESG OVERVIEW
Ayrburn, Arrowtown

9
Supported local, 95% of onsite works went to local businesses.

ESG Highlights FY24

4

5

8

10

Received Qualmark certification for Ayrburn.

3

Transitioned to new Assurance practitioner for FY24 GHG Emissions.

Implemented Health and Safety metric for FY24.

Created more job opportunities through new business units increasing number

of employees to 211.

6

Implemented Sponsorship, Donations and Community Engagement Policy to align

Winton’s community support with the sustainability framework and the communities

it operates in.

7

Contributed over $380,000 to benefit the community through sponsorships,

donations and community initiatives.

2

Completed third emissions inventory, extending the measurement to include all

category 4 emissions and disclosing at the same time as financial disclosures.

Implemented new internal policies for cyber security, data privacy and

digital asset acquisition.

1

Completed and disclosed first year of Climate-Related Disclosures.

20

Ayrburn Waterfall, Ayrburn

20

MARKET AND OUTLOOK
Northbrook Wanaka, Northlake

800,000
900,000

1,000,000

1,100,000

1,200,000

1,300,000

Quarters ending

Volume of ready-mix concrete (m³)³

Quarterly Volume2015-2020 Average

1,800

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 - present2024

Market and Outlook

The New Zealand housing market remains difficult, and we expect this to continue through FY25.

Notes: 1. New Zealand Property Report REINZ – 15 July 2024. 2. New Zealand Property Report 01 August 2024 – realestate.co.nz. 3. Data has been sourced from StatsNZ. 4. Centrix Credit Bureau of

New Zealand – June Credit Indicator report 2024. 5. Cordell Construction Cost Index Quarter 2, 2024, New Zealand

•The number of house sales across New Zealand for the year ending June 2024 is

down 25.6% compared to the prior year and the median days to sell was 47¹ days.

•Levels of housing stock remains high, increasing during July by 32.3% year on year

with 30,556 properties available².

•New consents for dwellings continued to fall nationally, with an annualised decline of

14% for the year ending June 2024³. Historical consenting peaks in March are

suppressed, with March 2024 showing declines of: 31% since March 2021, 45% since

March 2022 and 26% since March 2023.

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

volumes remain down 24.2% from December 2021, the June 2024 Quarter saw an

increase of 12.7% from the March 2024 Quarter³. This reflects similar seasonal

movements in 2021, 2022 and 2023.

•Centrix data reported 269 insolvencies in May 2024 compared to 161 in May 2023,

with the highest proportion of insolvencies coming from the construction sector

(23%)⁴. Of this 233 companies were placed into liquidation, the highest May total

since 2014.

•The Cordell Construction Cost Index reported a quarterly drop of (1.1%) in the three

months to June 2024⁵, the first decline in construction costs in the history of the

series (Q4 2012). The annual growth rate slowed from 2.1% in Q1 2024 to 0.6% in Q2

2024.

24.2% decline

from Dec-21

22

-2

0

2

4

6

Cordell Construction Cost Index – Monthly Change

-0.75
0.25

1.25

2.25

3.25

4.25

5.25

6.25

7.25

8.25

0

500

1000

1500

2000

2500

3000

3500

4000

4500

Jun 2008

Jan 2009

Aug 2009

Mar 2010

Oct 2010

May 2011

Dec 2011

Jul 2012

Feb 2013Sep 2013

Apr 2014

Nov 2014

Jun 2015

Jan 2016

Aug 2016

Mar 2017

Oct 2017

May 2018

Dec 2018

Jul 2019

Feb 2020Sep 2020

Apr 2021

Nov 2021

Jun 2022

Jan 2023

Aug 2023

Mar 2024

Oct 2024

May 2025

Dec 2025

New Zealand House Price Index and Official Cash Rate

House price index (HPI)Official Cash Rate

Market and Outlook

Notes: 1. New Zealand House Price Index Report – 20 August 2024 REINZ. 2. Data has been sourced from StatsNZ. 3. BNZ Industry Insights – Mortgage borrowers ready for interest rates to fall 1

August 2024, New Zealand Weekly Data Wrap 16 August 2024 – ANZ Research, and ASB Economic Forecast Update, August 2024. 4. ANZ Research – New Zealand Property Focus Crossing

the Tasman July 2024.

Market Indicators

•HPI had a one month decrease of (0.3%) and a three

month decrease of (1.9%) to July 2024¹.

•Q2 Labour market data showed a 0.2% increase of

unemployment to 4.6% which was in line with the

Reserve Bank of New Zealand’s May MPS².

•On 14 August, the RBNZ reduced the OCR by 25bps to

5.25%. They also signalled a further 50 bp of OCR cuts

in 2024 representing a shift forward in the easing

cycle.

-BNZ and ANZ are both forecasting the OCR to

reduce to 3.50% by the end of 2025, while ASB is

forecasting it to reduce to 3.25%³.

-ANZ has forecast HPI to recover in 2025; 4.5%

year on year, and 5.0% year on year throughout

2026⁴.

•While rate relief will assist with housing affordability

we remain realistic about the market recovery given

other economic factors.

23

OCR key indicator for HPI but rising unemployment could slow recovery.

23

Forecast

Chart Data Source: RBNZ

Market and Outlook
•Property development is cyclical, and Winton’s experience gives us

confidence that we are playing the cycle as best we can, and we are

prepared to weather continued challenging conditions until it does turn

around.

•We remain cautious about the market conditions for the year ahead and

will continue to operate with discipline so that Winton is well-positioned

when the market becomes more buoyant.

•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.

24

Northbrook Wynyard Quarter and The Villard,

Wynyard Quarter

QUESTIONS
Jimmy’s Point Launch Bay, Hobsonville Point

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 2024.

Past performance information provided in this Document may not be a reliable indication of future performance. This Document contains 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 looking statements 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-looking statements 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 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 have any 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

27

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

Senior 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.

28

Neighbourhood Summary
CommunitiesLocationTarget units

1

Settled

2

Target units

remaining

1

1. NorthlakeWanaka1,000(692)308

2. LakesideTe Kauwhata1,672(939)733

3. Launch BayHobsonville350(100)250

4. SunfieldAuckland3,957-3,957

5. Wynyard QuarterAuckland186-186

6. Avon LoopChristchurch210-210

7. Northbrook ArrowtownQueenstown186-186

8. Ayrburn Farm & PrecinctArrowtown16(2)14

9. BeachesMatarangi332(309)23

10. North RidgeCessnock (AU)358(176)182

11. Bridesdale FarmQueenstown138(137)1

12. Cracker BayAuckland---

Total8,381(2,355)6,050

Winton’s 12 communities, with 11 in New Zealand and 1 in Australia.

Notes: 1. Target units to be developed from 1 July 2024 onwards on existing projects based on management estimates and masterplans current as at 30 June 2024. Target total units, target

product mix and target settlement period may change, including due to planning outcomes and market demand. 2. Settled and Pre-sold units as at 30 June 2024.

Target units remaining by type

ResidentialRetirementCommercial

1771283

721-12

36214-

3,643-314

2415210

-210-

-16818

7-7

22-1

182--

--1

---

4,812872366

APPENDIX 2

29

---

GHG EMISSIONS
INVENTORY REPORT

FY24winton.nz

About this report
This report covers Winton’s GHG Emissions

Inventory for FY24 assured by Deloitte

Limited. This report is available on Winton’s

website. Questions about the report can

be directed to investors@winton.nz.

The period covered in this report aligns

with Winton’s financial period for

the 12 months ending 30 June 2024

unless otherwise stated. All financial

information in this report is presented in

New Zealand Dollars and excludes GST.

Company details

Winton Land Limited

NZCN 6310507

ABRN 655 601 568

Head office address: Level 4, 10 Viaduct

Harbour Avenue, Auckland, NZ

Listed on the NZX and ASX

Introduction

FC The Burr Bar,

Ayrburn

01 Northbrook Wanaka,

Wanaka

WINTON LAND LIMITED | 01GHG EMISSIONS INVENTORY REPORT FY24

1.1 Introduction
The purpose of this report is to provide the Winton Board

of Directors (Board), management and other intended

users, including regulators, financial community and other

stakeholders, with data and reporting on Winton’s GHG

emissions to meet the requirements of its commitment

within its Sustainability Framework and the requirements of

climate-related disclosures.

This report contains emission data for this year’s inventory

compared to FY22 and FY23 with commentary. The summary

is also included in Winton’s Annual Report within the ‘Thriving

Planet’ section of its ESG Report.

The Emissions Inventory Report is a complete and accurate

quantification of the amount of GHG emissions and removals

that can be directly attributed to the organisation’s operation

within the declared boundary specified for this reporting

period. Winton will prepare and disclose its GHG Emissions

Inventory Report annually following the end of its reporting

period, 30 June.

1.2 Organisation description

Winton is a publicly listed company (NZX: WIN, ASX:WTN)

with many large-scale projects in New Zealand and one in

Australia. Winton specialises in developing integrated and

fully master-planned communities that are best by design,

with superior building standards. Winton has a portfolio of

circa 6,000 residential land lots, dwellings, townhouses,

apartments, retirement living units and commercial units.

Winton has a small development team that outsources onsite

works and construction to different contractors and suppliers.

Winton has more recently diversified into commercial and

retirement. In FY24 it opened a hospitality precinct called

Ayrburn, had a full year of operating the Cracker Bay Drystack

and Marina and opened two more Northbrook Display Suites.

1.3 Emissions period and base year

Winton’s measurement period aligns with its financial period,

1 July – 30 June. The inventory within this report is for the

12 months ending 30 June 2024 and comparable periods of

FY22 and FY23. It has updated its base year to FY24 to better

reflect the change that has occurred to the business, adding

commercial and retirement, and its progress in extending

the emissions inventory boundary to include value chain

emissions. Accordingly, the emissions stated in FY22 and

FY23 for Scope 3 emissions may not be comparable to the

FY24 Scope 3 emissions.

Recalculation of base year emissions occurs for structural

changes, changes in methodology and discovery of significant

errors that have an impact greater than 10%. Recalculation does

not occur for organic growth or decline, changes involving

facilities that didn’t exist in the base year, and out-/in-sourcing of

activities that change the scope of the emissions. If a base year

recalculation is required but reliable data is not available, some

assumptions may need to be made to recalculate the base year.

1.4 Measurement standard

Winton’s GHG emissions inventory has been measured in

accordance with GHG Protocol and ISO Standard 14064-1:2018.

GHG Emissions Inventory Report FY24

WINTON LAND

LIMITED

WINTON GROUP

HOLDINGS

LIMITED

RETIREMENT

6 ENTITIES

RESIDENTIAL

23 ENTITIES

COMMERCIAL

7 ENTITIES

WINTON OFFICES

3 OFFICES

WINTON LAND LIMITED | 02GHG EMISSIONS INVENTORY REPORT FY24

1.5 Boundary
Organisational boundaries were set with reference to the

methodology described in the GHG Protocol and ISO


14064-1:2018 standards.

All Scope 1, Scope 2 and Scope 3 emissions have been

included in FY24 inventory, prior years FY23 and FY22

included partial measurement of Scope 3 emissions.

1.6 Persons Responsible

The Sustainability Manager is responsible for overall

emission inventory measurement and reduction

performance and for reporting results to top management.

The Sustainability Manager has the authority to represent

top management and the financial authority to authorise

the budget for the Programme. The Finance Manager

is heavily involved in the GHG emissions inventory

measurement and for implementing accurate systems and

processes to capture accurate data and information.

Top management commitment

The Board is the Governance Body for climate-related

disclosures and oversees the senior management team.

Winton’s Board and Senior Management team are

committed to measuring Winton’s emissions long-term and

supporting the development of related targets. The Board

considers the team's recommendations and approves them

where appropriate.

The GHG inventory Assurance report is provided once the

Board has approved the GHG Emissions Inventory Report

following the recommendation of approval from the Audit

and Financial Risk Committee (AFRC).

Management involvement

Calculating Winton's emissions is completed quarterly and

aligns with Winton’s financial processes.

The Senior Management provides resources and budget

for data collection, data processing, and inventory report

development. It supported the change to an Assurance

practitioner for GHG inventory report for FY24 to improve

the process and enable the disclosure of emissions to align

with the disclosure of financials.

The Sustainability Working Group supports the lead author

of this report, who is made up of senior people from

across the business, to consistently improve our inventory

process, long-term sustainability procedures and culture

and meet targets.

1.7 Dissemination Policy

The GHG Emission inventory is disclosed within the GHG

Emission Inventory Report at the time of Winton’s Annual

Results disclosure and available on Winton’s website:


investors.winton.nz.

1.8 Consolidation Approach

An operational control consolidation approach was used

to account for emissions2.

An operational control consolidation approach was

selected to encompass all core and indirect business

activities to capture.

2. Control: the organisation accounts for all GHG emissions and/or removals from facilities over which it has financial or operational control.

Equity share: the organisation accounts for its portion of GHG emissions and/or removals from respective facilities.

WINTON LAND LIMITED | 03GHG EMISSIONS INVENTORY REPORT FY24

Winton’s GHG Emissions Inventory FY24
FY24 is Winton's first year of reporting all Scope 3 Category 4

emissions from purchased goods and services. To do so, Winton

has used spend-based emission factors where other activity

data was unavailable. It is clear that emissions from residential

and non-residential construction are Winton's most material

sources, representing 70.3% of all Winton's FY24 emissions.

SCOPE 1 – CATEGORY 1

0.7%

SCOPE 2 – CATEGORY 2

0.2%

Indirect emissions from

products used by organisation

including purchased fuel

and energy related activities,

purchased goods and services, disposal

of waste and recycling and T&D losses.

98.3%

0.8%

SCOPE 3 – CATEGORY 3SCOPE 3 – CATEGORY 4

24 , 8 07. 77

Tonnes of CO₂e

Direct emissions from mobile

and stationary combustion

Direct emissions from


electricity consumption

Indirect emissions from


transportation – business

travel, employee commuting

and working from home

WINTON LAND LIMITED | 04GHG EMISSIONS INVENTORY REPORT FY24

Table 1: GHG Emissions FY24 Inventory Summary
GHG

Protocol

Category

(ISO 14064-1:2018)

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Scope 1Category 1: Direct emissions179.0876.73

72.18

Scope 2

Category 2: Indirect emissions from imported energy

(location-based method*)

58.5418.0211.16

Scope 3

Category 3: Indirect emissions from transportation187.11166.2095.11

Category 4: Indirect emissions from products used

by organisation

24,383.04116.226.45

Total direct emissions179.0876.7372.18

Total indirect emissions*24,628.69300.44112.72

Total gross emissions*24,807.77377.17184.90

Total net emissions24,807.77377.17184.90

*Emissions are reported using a location-based methodology.

Winton does not have any emissions data for direct CO₂ emissions from biologically sequestered carbon.

WINTON LAND LIMITED | 05GHG EMISSIONS INVENTORY REPORT FY24

Table 2: Category 1 – Scope 1 Direction Emissions (tCO₂e)
FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Category: 1 Direct Emissions

Total stationary combustion57.840.00

0.00

Total mobile combustion (incl. company owned or leased vehicles)121.2476.7372.18

Total Scope 1 Emissions179.0876.7372.18

Category 1 emissions increased from 76.73 tCO₂e FY23 to 179.08 tCO₂e in FY24. This increase is mainly due to the addition of LPG

use at different Winton sites including Ayrburn, the introduction of bus transportation at Ayrburn for visitor transportation and a full

year of operation at Cracker Bay Drystack and Marina.

Table 3: Category 2: Scope 2 Emissions (tCO₂e)

FY24

TCO₂e

FY23

TCO₂e

FY22

TCO₂e

Category 2: Indirect emissions

Imported electricity58.54

18.0211.16

Total Scope 2 Emissions (Location Based)

58.5418.0211.16

Total Scope 1 and Scope 2237.62

94.7583.34

Location based emissions are the same as the market based emissions.

Category 2 emissions increased from 18.02 tCO₂e in FY23 to 58.54 tCO₂e in FY24. This increase is mainly due to increased electricity

use attributable to opening Ayrburn, Winton's hospitality precinct, in December 2023, the full year of operation of Cracker Bay

Drystack and Marina, construction works and the operation of Northbrook Display Suites.

WINTON LAND LIMITED | 06GHG EMISSIONS INVENTORY REPORT FY24

Table 4: Category 3 and Category 4 – Scope 3 Emissions (tCO₂e)
FY24

TCO₂e

FY23

TCO₂e

FY22

TCO₂e

Category 3: Indirect emissions from transportation

Business travel – Transport (non-company owned vehicles)111.15

107.2662.12

Business travel – Accommodation5.83

4.341.72

Employee commuting69.9054.5330.66

Working from home0.230.070.61

Total Category 3 Emissions

187.11166.2095.11

Category 4: Indirect emissions from products used by organisation

Purchased fuel and energy related activities0.320.000.00

Purchased goods and services24,274.4011.71-

Disposal of solid waste – Landfilled78.2663.905.21

Disposal of solid waste – Not landfilled0.730.000.22

Transmission of energy (T&D losses)4.542.751.02

Recycling process24.7937.86-

Total Category 4 Emissions

24,383.04116.226.45

Total Scope 3 Emissions

24,570.15282.42101.56

The significant increase in emissions from purchased goods and services reflects the extension of Winton's GHG measurement

boundary to include all emissions from construction, development, and delivery, that were not measured in prior years.

The increase in business travel, accommodation, employee commuting, disposal of waste reflects the addition of new business units

Ayrburn and Northbrook and the increase in employees.

The increase in T&D losses is directly linked to the increase in electricity over the year. The reduction in recycling processes is

attributable to the renovation of the Cracker Bay Office building during FY24 meaning the tenants were no longer there generating

waste and recycling.

WINTON LAND LIMITED | 07GHG EMISSIONS INVENTORY REPORT FY24

Table 5 : GHG Breakdown – TCO₂e and Tonnes
GHG emissions

TCO₂e

GHG emissions

TONNES

Scope 1

CO₂e176.16176.16

CH₄0.690.02

N₂O2.230.01

Subtotal179.08

Scope 2 (location based)

CO₂e56.3256.32

CH₄2.170.08

N₂O0.050.00

Subtotal

58.54

Scope 3

CO₂e24,487.8024,487.80

CH₄79.562.84

N₂O2.790.01

Subtotal

24,570.15

Total

24,807.77

Winton does not have SF₆, NF3, PFC and HFCA’s.

WINTON LAND LIMITED | 08GHG EMISSIONS INVENTORY REPORT FY24

02 Launch Bay Townhouses,
Hobsonville Point

WINTON LAND LIMITED | 09GHG EMISSIONS INVENTORY REPORT FY24

2. Emission Management
2.1 Calculation methodology

A calculation methodology has been used for quantifying the emissions inventory based on the following calculation approach,

unless otherwise stated:

Emissions = activity data x emissions factor

All emissions were calculated using Toitū eManage with emissions factors and Global Warming Potentials. Global Warming Potentials

(GWP) from the IPCC fifth assessment report (AR5) are the preferred GWP conversion.

Refer to Appendix One for emission sources and uncertainties.

2.2 Sources of emission factors

Winton uses Toitū eManage to calculate its emissions. Activity data is entered into the Toitū eManage software where emissions are

calculated using emission factors within the online tool and recorded in Winton’s inventory.

The source of emission factors for Winton’s FY24 GHG Emission Inventory are listed below. Winton’s emissions have been updated

with the latest changes to Ministry for the Environment (MFE) emission factors published in June 2024.

FY24 Sources of Emission Factors

Australian Government Climate Active Program. Public Disclosure Summary for Paper Australia Pty Ltd (Australian Paper).

(CAP AP (2020))

Greenhouse gas emission factors for recycling of source-segregated waste materials. Resources, Conservation and Recycling. 2015,

Pages 186-197. (Turner et al. (2015))

Market Economics Limited (2023). Consumption Emissions Modelling, report prepared for Auckland Council. (MEL (2023))

New Zealand Ministry for the Environment. MfE Guidance for Voluntary Greenhouse Gas Reporting. Wellington, New Zealand.

(MfE (2024))

UK Department for Business, Energy and Industrial Strategy. Government greenhouse gas conversion factors for company

reporting. London, United Kingdom (BEIS (2023))

Waste and water supply's utilised a bespoke emissions factors developed by SimaPro based on research.

2.3 Selection of Emission Factors

Scope 1 and Scope 2 emission factors are selected in eManage to align with the category of the emission type and activity.

Where activity data (excluding spend-based) is available, eManage is used to select Scope 3 emission factors to be consistent with prior

reporting periods. Quarterly reviews are completed to ensure consistency of emission factor, category selection and business unit.

Scope 3 spend-based emission factors are used when dollars spent is the only available activity data. The emission factor is selected

based on the below in order of priority:

- Geography – Winton is predominantly New Zealand based and therefore New Zealand factors are prioritised.

- Year of emission factor – the most recent emission factors are utilised.

- Relevance of the emission factor to the activity paid for by Winton.

Spend-based emissions are adjusted for inflation.

WINTON LAND LIMITED | 10GHG EMISSIONS INVENTORY REPORT FY24

2.4 Exclusions
Winton has not excluded any facilities, operations, or assets from the FY24 inventory.

It has extended the measurement boundary to include all category 4 emissions, which captures most Winton’s emissions under

‘Purchased Goods and Services’ and is calculated using spend-based emission factors. In doing so there are a number of Scope 3

spend-based sources that are less than 1% of Winton’s total tCO₂e measurement. Winton determined that any Category 4 spend-

based emission source that was less than 1% of Winton’s total GHG emissions inventory and not closely linked to its material

sources would be treated as de minimus and, therefore, excluded from the inventory. This was specific to spend-based activity,

Winton continues to include Scope 3 sources that have been calculated using relevant activity data (other than spend-based) and

less than 1% of total emissions.

Winton has not assessed emissions classified Category 5: Indirect emissions associated with the use of products from the

organisation (tCO₂e) and isn’t aware of any emissions classified Category 6: Indirect emissions from other sources (tCO₂e).

2.5 Significant Criteria Used

Winton has moved to full value chain emissions measurement and, therefore, is calculating emissions from all of its business

activities, either using activity data or spend-based emission factors for Scope 3 purchased goods and services and reconciling

back to financials.

It has created a methodology to determine de minimus sources and determined that spend-based sources that are less than 1% can

be considered for de minimus exclusion unless they are closely linked to Winton’s most significant emission sources.

2.6 Monitoring and reporting

Winton has implemented a complaints register in respect of our emissions inventory process. The register is saved in a central

location and overseen by the Finance Manager. Any complaints are recorded in the register and communicated to the CFO and

Sustainability Manager. No complaints have been received in FY24.

3. Assurance of GHG emissions

During FY24, Winton engaged Deloitte Limited as an external Assurance practitioner to provide reasonable assurance for Scope 1

and Scope 2 emissions and limited assurance for Scope 3 emissions. The GHG emissions assurance report is included on page 12.

The AFRC Charter and Auditor Independence Policy have been updated to reflect the addition of the external GHG emissions assurance.

Toitū assured emissions for prior years included in this report (FY22 and FY23 in accordance with ISO 14064-1:2018), with

reasonable assurance for Scope 1 and Scope 2 emissions and limited assurance for Scope 3.

Prepared by: Sonya Fynmore, Sustainability and External Relations Manager

Prepared for: Winton Land Limited

For the period: 1 July 2023 – 30 June 2024

Approved by:

Chris Meehan


Chair and CEO

Steven Joyce


Audit and Financial Risk Committee Chair

23 August 2024

WINTON LAND LIMITED | 11GHG EMISSIONS INVENTORY REPORT FY24


INDEPENDENT ASSURANCE REPORT

TO THE DIRECTORS OF WINTON LAND LIMITED


Report on Greenhouse Gas Emissions (‘GHG’) Inventory Report


We have undertaken a reasonable assurance engagement relating to Scope 1 and 2 emissions and a limited assurance

engagement relating to Scope 3 emissions, within the Greenhouse Gas Emissions Inventory Report (the ‘Inventory Report’) of

Winton Land Limited (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 30 June 2024, comprising the

emissions Inventory and the explanatory notes set out on pages 2 to 8, 10 to 11 as well as Appendix One on pages 15 to 17.


The Inventory Report provides information about the greenhouse gas emissions of the Group for the year ended 30 June 2024

and is based on historical information. This information is stated in accordance with the requirements of International Standard

ISO 14064-1 Greenhouse gases – Part 1: Specification with guidance at the organisation level for quantification and reporting of

greenhouse gas emissions and removals (‘ISO 14064-1:2018’), and the Greenhouse Gas Protocol: A Corporate Accounting and

Reporting Standard (2004) (‘the GHG Protocol’) which can be accessed at ISO 14064-1:2018 - Greenhouse gases

and

https://ghgprotocol.org/corporate-standard, respectively.


Our report does not cover any forward-looking statements, external references or hyperlinked documents.


Directors’ Responsibility


The Directors are responsible for the preparation of the Scope 1, 2 and 3 emissions within the Inventory Report, in accordance

with ISO 14064-1:2018 and the GHG Protocol. This responsibility includes the design, implementation, and maintenance of

internal control relevant to the preparation of an Inventory Report that are free from material misstatement, whether due to

fraud or error.


Our Responsibility


Our responsibility is to express a reasonable assurance opinion on Scope 1 and 2 emissions and a limited assurance conclusion

on Scope 3 emissions in the Inventory Report based on the evidence we have obtained. We conducted our reasonable and

limited assurance engagement in accordance with International Standard on Assurance Engagements (New Zealand) 3410:

Assurance Engagements on Greenhouse Gas Statements (‘ISAE (NZ) 3410’), issued by the New Zealand Auditing and Assurance

Standards Board (‘NZAuASB’). That standard requires that we plan and perform the engagement to obtain reasonable assurance

that Scope 1 and 2 emissions within the Inventory Report, and limited assurance that Scope 3 emissions within the Inventory

Report are free from material misstatement, respectively.


Reasonable Assurance for Scope 1 and 2 Emissions


A reasonable assurance engagement undertaken in accordance with ISAE (NZ) 3410 involves performing procedures to obtain

evidence about the quantification of emissions and related information in the Inventory Report. The nature, timing and extent

of procedures selected depend on the assurance practitioner’s judgement, including the assessment of the risks of material

misstatement, whether due to fraud or error, in the Inventory Report. In making those risk assessments, we considered internal

control relevant to the Group’s preparation of the Inventory Report. We also:

• Assessed the suitability in the circumstances of the Group’s use of ISO 14064-1:2018 and the GHG Protocol as the basis for

preparing the Inventory Report;

• Evaluated the appropriateness of quantification methods and reporting policies used, and the reasonableness of estimates

made by the Group; and

• Evaluated the overall presentation of the Inventory Report.


We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable assurance

opinion in respect of the Scope 1 and 2 emissions.


Limited Assurance for Scope 3 Emissions


A limited assurance engagement undertaken in accordance with ISAE (NZ) 3410 involves assessing the suitability in the

circumstances of the Group’s use of ISO 14064-1:2018 and the GHG Protocol as the basis for the preparation of the Inventory

Report, assessing the risks of material misstatement of the Inventory Report whether due to fraud or error, responding to the

assessed risks as necessary in the circumstances, and evaluating the overall presentation of the Inventory Report. A limited

assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk

assessment procedures, including an understanding of internal control, and the procedures performed in response to the

assessed risks.


WINTON LAND LIMITED | 12GHG EMISSIONS INVENTORY REPORT FY24


The procedures we performed were based on our professional judgement and included enquiries, observations of processes

performed, inspection of documents, analytical procedures, evaluating the appropriateness of quantification methods and

reporting policies, and agreeing or reconciling with underlying records.


Given the circumstances of the engagement, in performing the procedures listed above we:

• Through enquiries, obtained an understanding of the Group’s control environment and information systems relevant to

emissions quantification and reporting, but did not evaluate the design of particular control activities, obtain evidence

about their implementation or test their operating effectiveness.

• Reviewed material quantitative data, including corroborative enquiry and examination of selected supported

documentation and calculations.

• Evaluated whether the Group’s methods for developing estimates are appropriate and had been consistently applied.

However, our procedures did not include testing the data on which the estimates are based or separately developing our

own estimates against which to evaluate the Group’s estimates.

• Reviewed adherence to the principles and requirements outlined in GHG Protocol and ISO 14064-1:2018.


The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a

reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is

substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement

in relation to Scope 3 Emissions.


Inherent Limitations


Scope 1,2 and 3 Emissions


Non-financial information, such as that included in the Group’s Inventory Report, is subject to more inherent limitations than

financial information, given both its nature and the methods used and assumptions applied in determining, calculating and

sampling or estimating such information. Specifically, GHG quantification is subject to inherent uncertainty because of

incomplete scientific knowledge used to determine emissions factors and the values needed to combine emissions of different

gases.


As the procedures performed for this engagement are not performed continuously throughout the relevant period and the

procedures performed in respect of the Group’s compliance with the ISO 14064-1:2018 and GHG Protocol are undertaken on a

test basis, our assurance engagement cannot be relied on to detect all instances where the Group may not have complied with

the ISO 14064-1:2018 and the GHG Protocol. Because of these inherent limitations, it is possible that fraud, error or non-

compliance may occur and not be detected.


Scope 3 Emissions


For the scope 3 emissions, we note that a limited assurance engagement is not designed to detect all instances of non-

compliance with the ISO 14064-1:2018 and GHG Protocol, as it generally comprises making enquires, primarily of the

responsible party, and applying analytical and other review procedures.


Our Independence and Quality Management


We have complied with the independence and other ethical requirements of Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) (‘PES-1’) issued by

the New Zealand Auditing and Assurance Standards Board, which is founded on fundamental principles of integrity, objectivity,

professional competence and due care, confidentiality, and professional behaviour.


Other than in our capacity as assurance practitioner, we have no relationship with or interests in the Group.


Our firm applies Professional and Ethical Standard 3: Quality Management for Firms that Perform Audits or Reviews of Financial

Statements, or Other Assurance or Related Services Engagements, which requires the firm to design, implement and operate a

system of quality management including policies and procedures regarding compliance with ethical requirements, professional

standards and applicable legal and regulatory requirements.


Use of our Report


Our assurance report is intended for users who have a reasonable knowledge of GHG related activities, and who have studied

the Inventory Report with reasonable diligence and understand that the Inventory Report is prepared and assured to

appropriate levels of materiality.


WINTON LAND LIMITED | 13GHG EMISSIONS INVENTORY REPORT FY24


Our assurance report is made solely to the Directors of the Group in accordance with the terms of our engagement. Our

assurance engagement has been undertaken so that we might state to the Directors those matters we have been engaged to

state in this assurance 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 Directors for our work, for this assurance report, or for the conclusions we have formed.


Reasonable Assurance Opinion for Scope 1 and 2 Emissions


In our opinion, the Scope 1 and 2 emissions within the Group’s Inventory Report for the year ended 30 June 2024 have been

prepared, in all material respects, in accordance with the requirements of ISO 14064-1:2018 and the GHG Protocol.


Limited Assurance Conclusion for Scope 3 Emissions


Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that

causes us to believe that the Group’s Scope 3 emissions within the Inventory Report for the year ended 30 June 2024 are not

prepared, in all material respects, in accordance with the requirements of ISO 14064-1:2018 and the GHG Protocol.


Emphasis of Matter – Comparative Information


As described in Section 3 Assurance of GHG emissions on page 11 of the Inventory Report, the comparative GHG disclosures for

the periods ended 30 June 2023 and 30 June 2022 have been subject to reasonable assurance for Scope 1 and 2 emissions and

limited assurance for Scope 3 emissions, in accordance with the requirements of ISO 14064-1:2018 by another assurance

provider, who expressed unmodified conclusions in their assurance reports dated 24 November 2023 and 09 March 2023,

respectively. Additionally, as described in Section 1.3 Emissions period and base year on page 2 of the Inventory Report, the

Group has updated its base year to FY24 and consequently the emissions stated in FY22 and FY23 for Scope 3 emissions may not

be comparable to the FY24 Scope 3 emissions. Our conclusion is not modified in respect of this matter.






23 August 2024

Auckland, New Zealand


This assurance report relates to the Greenhouse Gas Inventory Report of Winton Land Limited and its subsidiaries (‘the Group’)

for the year ended 30 June 2024 included on the Group’s website. The Directors are responsible for the maintenance and integrity

of the Group’s website. We have not been engaged to report on the integrity of the Group’s website. We accept no responsibility

for any changes that may have occurred to the Greenhouse Gas Inventory Report since it was initially presented on the website.

The assurance report refers only to the Greenhouse Gas Inventory Report named above. It does not provide an opinion on any

other information which may have been hyperlinked to/from these Greenhouse Gas Inventory Report. If readers of this report are

concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy of the

Greenhouse Gas Inventory Report and related assurance report dated 23 August 2024 to confirm the information presented on

this website.



WINTON LAND LIMITED | 14GHG EMISSIONS INVENTORY REPORT FY24

Appendix One – Emission sources and uncertainties
GHG emissions

category

GHG emissions

source or sink

subcategory

Overview of

activity data and

evidence

Explanation of uncertainties or assumptions around Winton

data and evidence

Use of default

and average

emission factors

Category 1:

Direct emissions

and removals

Stationary

combustion

LPG stationary

commercial

• All data was sourced from supplier records,

confirmation from the suppliers on the total

Litres each cylinder type was obtained to

calculate total values.

Mobile combustion

(incl. company-

owned or leased

vehicles)

Diesel, Petrol

premium, Petrol

regular

• Where applicable all source data is derived from

supplier records – assumptions were derived for

the below as noted:

• Petrol – where no detail was available on the

petrol type, petrol unleaded was assumed as the

petrol source. If no details on litres on both diesel

and petrol were supplied average cost per litre

calculation was used.

Category 2:

Indirect emissions

from imported

energy

Imported

electricity

Electricity• All electricity source data was derived from

supplier records.

• Each ICP number has a different billing cycle and

therefore do not all cut off exactly at the end of

a financial period – due to this, a small number

of ICP numbers will have a small portion of the

usage in the previous or future period however

we have included this in the FY24 numbers as

year on year this will even out. It is not possible

to get daily data currently to accurately amend

these few ICP numbers.

The default

electricity

emission factors

were used,

specific supplier

not taken into

account.

WINTON LAND LIMITED | 15GHG EMISSIONS INVENTORY REPORT FY24

Appendix One – Emission sources and uncertainties cont'd
GHG emissions

category

GHG emissions

source or sink

subcategory

Overview of

activity data and

evidence

Explanation of uncertainties or assumptions around Winton

data and evidence

Use of default

and average

emission factors

Category 3:

Indirect

emissions from

transportation

Business travel –

Transport

(non-company

owned vehicles)

Flights, mileage,

taxis and rental

vehicles

• Flight data is extracted from the Air New Zealand

report and portal. If it wasn’t an Air NZ flight,

activity data was calculated based on the Toitū

Flight Calculator.

• Where employees travelled Premium Economy (PE),

the emission factor for business class was used as


an emission factor for PE wasn't available.

• Diesel + petrol – Corporate Cabs/taxi regular

data was derived from detailed supplier records.

Assumptions were derived if the petrol type was

unknown, default was selected as Petrol Unleaded

for a conservative approach. Taxi distance in cases

where this was unknown was based on an average

price calculated per km.

• Ubers – an assumption can be made that Ubers

in New Zealand are hybrid, however Toitū did not

have an emissions factor so were grouped into Taxi

Regular for FY24.

• Jet fuels consumption was derived direct from the

supplier in all cases.

Business travel

– Accommodation

Accommodation

– Australia,

Accommodation

– New Zealand

• All accommodation data is derived from GL

Records within Winton’s finance system, with

invoice evidence.

Employee

commuting

Car, bus, electric

scooter, ferry,

taxi, electric bike

• The commuter survey is sent quarterly, and the

response rate is nearly 100%. If an employee cannot

complete it within the required time, the data for the

previous quarter was rolled forward. If an employee

left partway through a quarter, their data was not

recorded – only employees employed at the time the

survey was circulated are included.

• With the opening of our Ayrburn Hospitality Precinct,

only the full-time employees with individual email

addresses are captured in the commuter survey.

Working from

home

Working from

home

• In FY24 there was no COVID mandates, and the

WFH days are based on contractual agreements with

a small number of employees.

WINTON LAND LIMITED | 16GHG EMISSIONS INVENTORY REPORT FY24

Appendix One – Emission sources and uncertainties cont'd
GHG emissions

category

GHG emissions

source or sink

subcategory

Overview of

activity data and

evidence

Explanation of uncertainties or assumptions around Winton

data and evidence

Use of default

and average

emission factors

Category 4:

Indirect emissions

from products

used by

organisation

Purchased goods

and services

Paper, Spend-

based purchased

goods and

services, water

supply (int.

default)

• Paper use is assumed based on print numbers

across all photocopiers and printers within

the Group. Fuji Xerox supply quarterly reports

confirming these numbers.

• Spend-based emission factors use the cost of the

activity (excl GST $) as the activity data. These

were used for the majority of Winton's purchased

goods and services. The Market Economics Limited

(2023) Consumption Emissions Modelling report

prepared for Auckland Council was the main source

for these spend-based factors as they had the

best geographic suitability and recently published

compared to other potential factors.

There is uncertainty around accuracy when using

spend-based emission factors, however, this

was mitigated by understanding the underlying

supplier and paying particular attention to the

material sources.

• Spend-based emissions have been adjusted for

inflation where the emission factor source doesn't

match the inventory period.

Average emission

factors have

been used for

Purchased

Goods & Services

– Ayrburn

Beverages and

Purchased Goods

& Services –

Ayrburn Food

to better reflect

the combination

of Beverages

and Food

(respectively)

and entered the

pre-calculated

(tCO₂-e) for both

into e-manage.

Disposal of solid

waste – Landfilled

Waste to Landfill

Mixed waste (int.

default)

• The Waste-Landfill mixed waste default option

was selected for all Waste that was unable to be

confirmed as solely green and/or paper waste.

Source data was used to calculate the total Tonne,

and assumptions then based off this data were used

to calculate the few items where no receipt detail

was provided. A conservative approach used that

can be improved.

Disposal of solid

waste – Not

landfilled

Composting,

Waste disposal

recycling of

Paper

• In FY24 we had two additional business units

that incur waste from an operational perspective

(Cracker Bay and Ayrburn). Disposal of solid waste

– not landfilled is measured by waste suppliers and

reported monthly to Winton.

Transmission

of energy (T&D

losses)

Electricity

distributed T&D

losses

• Refer electricity.Refer electricity.

Recycling processRecycling – Card,

Recycling –

Commingled,

Recycling –

Mixed glass

• Source data was used to calculate the total number

of bins collected for each waste type. In some cases,

the exact tonnage was supplied and assumptions on

total weight were then based on the weight of a full

bin (obtained by the source suppliers).

BC The Burr Bar,

Ayrburn

WINTON LAND LIMITED | 17GHG EMISSIONS INVENTORY REPORT FY24

winton.nz

---

CLIMATE - RE L ATE D
DISCLOSURES

FY24winton.nz

Introduction
01

Contents

04Governance

08Strategy

25Risk

27Metrics and targets

WINTON LAND LIMITED

About this report
T

his report covers Winton’s

Climate-Related Disclosures for

FY24. This report is available

on Winton’s website. Questions

about the report can be directed to

investors@winton.nz.

The period covered in this report aligns

with Winton’s financial period for

the 12 months ending 30 June 2024

unless otherwise stated. All financial

information in this report is presented in

New Zealand Dollars and excludes GST.

Company details:

Winton Land Limited

NZCN 6310507

ABRN 655 601 568

Head office address: Level 4, 10 Viaduct

Harbour Avenue, Auckland, NZ

Listed on the NZX and ASX

Introduction

FC The Burr Bar,

Ayrburn

01 Sunfield,

Papakura

01

WINTON LAND LIMITED01

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

Statement of compliance
W

inton Land Limited (Winton)

is a climate-reporting entity

under the Financial Markets Conduct

Act 2013. These climate-related

disclosures comply with Aotearoa

New Zealand Climate Standards


(NZ CS 1, 2 and 3) issued by the

External Reporting Board (XRB).

In preparing its climate-related disclosures, Winton has

elected to use the following adoption provisions in NZ CS2:

• Adoption provision 1: Current financial impacts. This

adoption provision exempts Winton from disclosing the

current financial impacts of its physical and transitional

climate-related impacts.

• Adoption provision 2: Anticipated financial impacts. This

adoption provision exempts Winton from disclosing the

anticipated financial impacts of climate-related risks and

opportunities reasonably expected by Winton.

• Adoption provision 3: Transition planning. This adoption

provision exempts Winton from disclosing information on

the transition plan aspects of its strategy, noting that it has

included a description of its progress towards developing the

transition plan aspects of its strategy on page 23.

• Adoption provision 4: Scope 3 GHG emissions. This

adoption provision exempts Winton from disclosing all

Scope 3 greenhouse gas (GHG) emissions. Winton has

disclosed all Scope 3 Category 3 and Category 4 emissions

1% and above (in accordance with ISO 14064-1) but Winton

is utilising this adoption provision to allow time to consider

additional Categories.

• Adoption provision 5: Comparatives for Scope 3 GHG

emissions. This adoption provision exempts Winton from

disclosing Scope 3 GHG comparative information for the

immediately preceding two reporting periods.

• Adoption provision 6: Comparatives for metrics. This

adoption provision exempts Winton from disclosing

comparative information for each metric disclosed for the

immediately preceding two reporting periods.

• Adoption provision 7: Analysis of trends. This adoption

provision exempts Winton from disclosing an analysis of

trends evident from the comparison of each metric from the

previous reporting periods to the current reporting period.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

02 | WINTON LAND LIMITED

Disclaimer
T

he statements within this report (Statements) are

published by Winton for the climate-related


disclosures period of 1 July 2023 to 30 June 2024.

The Statements outline Winton’s strategy for scenario

analysis, its understanding of and response to climate-related

risks and opportunities, and its current and anticipated

impacts from climate change.

Climate change presents an ongoing challenge, characterised

by considerable risks and uncertainties. Winton acknowledges

that its understanding of these risks and opportunities

will develop over time. The Statements include estimates

and assumptions about future changes driven by climate

change and their potential impacts on Winton’s business.

They also rely on early and evolving assessments of present

and forward-looking information, statements and opinions,

such as climate-related scenarios, targets, and forecasts,

which inherently involve uncertainties about Winton’s future

strategies and its operating environment.

The above-mentioned risks and opportunities could cause

results, performance or events to differ materially from those

expressed or implied in the Statements. Factors beyond

Winton’s control, such as changes in general economic and

political conditions, technological, governmental, consumer,

and market factors, may also affect Winton’s actual results,

performance or achievement of stated climate-related

targets and metrics.

Accordingly, while Winton has made every effort to provide

a reasonable basis for these forward-looking statements

and is committed to advancing its response to climate-

change, it gives no representation, guarantee, warranty or

other assurance about outcomes expressed or implied. The

actions contained in the Statements are developing and

actual outcomes may differ. Although Winton believes the

Statements have a reasonable basis, they are for information

purposes only and nothing in this report should be interpreted

as financial, legal, tax or other advice or guidance.

Approved on behalf of the Board on 23 August 2024.

Chris Meehan


Chair and CEO

Steven Joyce


Audit and Financial Risk Committee Chair

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03 | WINTON LAND LIMITED

T
he Winton Board of Directors

(Board) is the governance body

responsible for overseeing climate-

related risks and opportunities. This

section describes the role the Board plays

in overseeing these risks and opportunities

and the role the Senior Management Team

plays in assessing and managing them.

Governance body oversight

The Board is responsible for oversight of

climate-related risks and opportunities

affecting Winton and for compliance with

climate-related standards.

The Board is informed quarterly about

ESG considerations, of which climate-

related risks and opportunities are part of.

In FY24, the main ESG focus was ensuring

Winton met the XRB Standards for

Climate-Related Disclosures and engaged

with the Senior Management Team on

the pathway to meeting these standards,

the risk and baseline assessment and the

process of scenario analysis.

Physical and transitional climate risks and

necessary adaption are also considered

by the Board as part of due course and in

relation to the asset acquisition, strategy

and execution.

The Board meets at least 6 times per year,

and climate-related discussions were

included 6 times in FY24. For a summary,

refer to the table on page 6.

Sustainability is an element in the Board

Skills Matrix and the assessment of the

level of those skills. The Board skills matrix

is included in the Corporate Governance

Section of the FY24 Annual Report


(page 78) and is an integral part of the

Board composition and recruitment

strategy. The Board skills matrix is

reviewed and adjusted annually to reflect

any change in expertise as a Director.

Appropriate skills and competencies

are delivered not only through a mix of

Board appointments but also through

continuous education. As a growing area

of focus within both the Company and

New Zealand, building climate-related

capability within the Board will be

ongoing. Education has been facilitated

through the engagement of an external

advisor who held a session with all

Directors covering the requirements of

the NZ Climate Standards. Further, the

Directors have ongoing education on the

regulatory requirements of the climate

standards and are provided governance

climate resources, industry guidance,

and open sessions with the Sustainability

Manager. All of these resources are to

foster the Board’s climate expertise.

Climate-related risks and opportunities

are integrated into the development

and oversight of Winton’s strategy

implementation. Under Winton’s Risk

Management Framework, which is

approved by the Board, the Senior

Management Team is responsible for

promoting good risk practices in their

teams. The Risk Management Section


on page 25 sets out further details of

how Winton identifies, assesses, and

manages climate-related risks.

At the start of FY24, the Board approved

Winton’s Sustainability Framework, which

incorporates three pillars – Thriving

Planet, Thriving People, and Sustainable

Future. The Framework includes

considered ESG commitments that

are critical to the long-term success of

Winton and its business model.

The Senior Management Team and

Sustainability Manager recommend the

appropriate metrics and targets to the

Board for their approval. This current

reporting period was the first time

these metrics and targets had been set.

Going forward, the Board will monitor

metrics and progress against targets

for managing climate-related risks and

opportunities at least annually and as part

of the quarterly ESG agenda item when

new quarterly data is available.

The related metrics are not incorporated

into remuneration policies.

Governance

WINTON BOARD

OF DIRECTORS

(CRD GOVERNANCE

BODY)

SUSTAINABILITY

MANAGER

GHG

EMISSIONS

INVENTORY

AUDIT AND

FINANCIAL RISK

COMMITTEE

(OVERSEES GHG

AUDIT)

SENIOR

MANAGEMENT

TEAM

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Roles and responsibilities
BOARD

Oversees Winton’s strategic direction

and the performance of the Senior

Management Team. Oversees Climate-

related risks and opportunities, including

the Senior Management Team’s role

in assessing and managing them and

monitoring progress against disclosure

requirements. The Board has approved

metrics and targets recommended by the

Senior Management Team and will analyse

and review progress at least annually.

The Board is responsible for compliance

with climate-related standards.

AUDIT & FINANCIAL RISK COMMITTEE

Takes responsibility for ensuring

the quality and integrity of external

financial reporting, including the

accuracy, completeness, and timeliness

of financial statements. Therefore, it

oversees the assurance of Winton’s

GHG emissions, assured by a separate

external assurance practitioner.

Following similar processes to the

financial audit, the GHG emissions

inventory and audit report are provided to

the Audit and Financial Risk Committee,

which recommends them to the Board for

approval and disclosure.

SENIOR MANAGEMENT TEAM

Comprising of Winton’s CEO, CFO,

COO, GM Corporate Services and


GM Project Delivery.

Leads Winton’s strategy and performance,

including the assessment, adaptation, and

mitigation of climate-related risks and

opportunities. The Senior Management

Team meets regularly, and the CFO and/or

GM Corporate Services raises and reports

on ESG, including climate-related risks

and opportunities when relevant.

SUSTAINABILITY MANAGER

Day-to-day oversight of ESG matters,

including Climate-Related Disclosures.

SUSTAINABILITY WORKING GROUP

Comprising Winton's CFO, COO,

GM Corporate Services, GM Project

Delivery and senior leaders across the

Winton business.

Led by Winton’s Sustainability Manager.


It shapes, monitors, and coordinates

Winton’s sustainability programme across

the business, involving others in specific

work streams.

Michaela Meehan

Non-executive

Director

Chris Meehan

Chair and Chief

Executive Officer

Julian Cook

Executive Director

and Director of

Retirement

Guy Fergusson

Independent Director

Glen Tupuhi

Independent Director

James Kemp

Non-executive

Director

Steven Joyce

Independent Director

Board of Directors

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Management's role
W

inton’s Senior Management

Team, including the Chief

Executive Officer, Chief

Financial Officer, Chief Operating Officer,

GM Corporate Services, and GM Project

Delivery, is responsible for executing

Winton’s strategy, managing company

performance, and managing risks, including

climate-related risks and opportunities.

The Sustainability Manager has day-to-

day responsibility for ESG within Winton.

The CFO and/or GM Corporate Services

are kept informed of work streams and

reports on ESG, including climate-related

risks and opportunities, when relevant at

the weekly management meetings.

At the project level, climate change risk

mitigation, climate change adaptation and

transitional impacts are integrated into

day-to-day operations of Winton, led by

Winton’s Chief Operating Officer and GM

Project Delivery. Such integration includes

due diligence of potential acquisitions,

design of masterplans, rezoning and

resource consent applications and delivery.

The Sustainability Manager reports to

the Board, as the governance body, on

ESG matters at least quarterly, including

reporting on climate-related risks and

opportunities. To date, this has reflected

the process of meeting the climate-

related standards, the findings of more

detailed climate-related risk assessment

and scenario analysis, and measurement

and assurance of GHG emissions.

With the help of the Sustainability

Working Group, Winton’s Sustainability

Manager leads the identification,

assessment, and management of

Winton’s climate-related risks and

opportunities. The Sustainability Working

Group met periodically over the year to

contribute to meeting the climate-related

standards, including climate-related

risk assessment, baseline screening,

scenario analysis, and measurement and

assurance of GHG emissions.

Climate-related Board Discussions FY24

Board meeting dateSustainability discussion item

21 AUGUST 2023Sustainability Report – outlining

progress and priorities

29 NOVEMBER 2023 Climate-Related Risk Assessment Report

and ESG Update including FY23 emissions

19 FEBRUARY 2024ESG Sustainability Update including the

Screening and Baseline Report

9 MAY 2024 Sustainability Update including Climate

Related Risk Assessment and Scenario

Analysis

26 JUNE 2024Draft Climate-Related Disclosure

Statement provided and discussed.

19 AUGUST 2024FY24 GHG emission inventory

recommended by the AFRC for disclosure.

*Noting the Board was invited to the November 2023 Audit and Financial Risk Committee Meeting, which included

a discussion on Climate-Related Disclosures, the project plan to meet the disclosure requirements, and audit

requirements for GHG emissions.

Jean McMahon

Chief Financial Officer

Chris Meehan

Chair and Chief

Executive Officer

Justine Hollows

GM Corporate

Services

Duncan Elley

GM Project Delivery

Senior Management Team

Simon Ash

Chief Operating

Officer

02 Northlake Apartments

and Commercial,

Wanaka

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02
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07 | WINTON LAND LIMITED

Current physical impacts
of climate change and

associated financial impact

W

inton is a developer of

residential masterplanned

communities. Generally,

it sells completed products after

completion, so the potential for physical

impacts attributable to climate change

exist on development sites while they

are being developed or built. Winton

has experienced some minor physical

impacts on development sites possibly

related to climate change, including

increased storminess and winds, coastal

erosion, and extreme weather patterns,

which have caused minor disorder onsite

and incurred minor clean-up costs.

Winton is actively implementing

measures to adapt to the changing

climate and its potential physical

impacts. These include designing

for greater resilience beyond Local

Authority (e.g., raising floor levels in

areas prone to sea level rise), increasing

the number of weather monitoring

stations, enhancing site preparation

for extreme weather, and conducting

thorough due diligence on potential

asset acquisitions.

In FY24, there were no financial costs

recorded in relation to the physical

impacts of climate change. However,

there was damage to a development

site in the South Island in September

2023 that occurred during a 25-year-

high rainfall event. This event resulted

in localised flooding, debris flows, and

land instability across the district1.

Winton has lodged an insurance claim

to recover costs from the damage

and additional measures are being

implemented to mitigate risk to

sites during development. Based on

desktop research, there is no evidence

to attribute the isolated event to

climate change.

Current transitional impacts

of climate change and

associated financial impact

The most significant impact is the

increased regulation, changes to building

code, stricter Local Authority rules

and increased compliance costs and,

therefore, higher construction costs


to meet stricter requirements of

new developments.

Development and building regulations and

requirements have gradually increased

over time, making it difficult to quantify

the FY24 financial impact accurately.

Winton has been responding by

increasing due diligence, planning, and

design requirements within financial

feasibilities to adapt accurately to higher

costs while retaining desired margins.

Winton has also experienced increased

costs related to corporate compliance, full

value chain emissions measurement and

GHG emission assurance as it transitions

to a low-carbon economy. The financial

impact in FY24 was $45,000.

Winton has experienced an increase in

insurance costs and amendments to

conditions of insurance; some are an

outcome of the extreme weather events

in the prior year.

The vision and masterplan for one of

Winton’s major development projects,

Sunfield are based on a carless, solar-

powered lifestyle with more affordable

homes. This opportunity is accelerated as

New Zealand transitions to a low-carbon

economy and would have a material

positive financial impact if consented in

future years.

1. QLDC Emergency Management, Weather Event – September 2023 Weather Event – September 2023 (qldc.govt.nz)

Strategy

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Scenario analysis
I

n FY24 Winton undertook its first

scenario analysis in accordance with

the XRB Climate-related requirements.

Winton is a residential developer in

New Zealand within the property and

construction industry.

The New Zealand Green Building

Council (NZGBC) published scenarios

for the property and construction

sector in 2023 that were developed by

Beca Limited (Beca) in consultation with

the Technical Working group created by

NZGBC in 2022. The Technical Working

Group included business leaders and

key stakeholders within the industry of

which Winton was added near the end

of the process.

Winton referred to NZGBC sector

guidance and created an entity-

level scenario narrative to develop a

comprehensive list of climate-related

risks and opportunities over the short,

medium, and long-term.

The scenarios considered by Winton

were an ‘Orderly’ 1.5°C scenario, a

‘Disorderly’ 2.0°C scenario and a ‘Hot

House’ >3.0°C scenario. (A description

of the scenarios start on page 10).

Physical risks are based on modelling

from the Intergovernmental Panel

on Climate Change (IPPC) Sixth

Assessment Report (AR6), regional

climate models developed for New

Zealand, by the National Institute of

Water and Atmospheric Research

(NIWA) and New Zealand Ministry for

the Environment framework (MfE 2019).

Winton used the physical and

transitional risks and opportunities it

identified in its initial risk assessment

and baseline screening as the basis

of the scenario analysis. It considered

each physical and transitional risk and

opportunity under each of the three

scenarios across the short, medium,

and long-term and assigned them a

risk rating of low, medium, or high. The

tables that follow, starting on page 13,

show all risks and opportunities that

had a medium risk rating or higher for

any scenario and time period.

The potential impacts of each physical

and transitional risk and opportunity

across the different scenarios and time

periods are included in the following table.

The potential financial impacts of the

climate-related risks and opportunities

outlined in the scenarios analysis have

not been quantified and disclosed in this

report as Winton has yet to determine

a plausible and fair way to do so and is

therefore utilising Adoption Provision 2.

Time horizons

For its risk assessment, Winton

considered time horizons out to 2100.

For the scenario analysis, it adapted the

time horizons to align with the NZGBC

sector scenario guidance as a 2050 view

and better align with entity-level business

planning and investment timeframes.

Scenario analysis time horizons:

SHORT-TERM: 1-5 years

MEDIUM-TERM: 5-10 years

LONG -TERM: 10-25 years

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Orderly 1.5 ScenarioNarrative
MEASUREMENT Global warming +1.5°C above

pre-industrial levels

An "Orderly" scenario where the world

succeeds in limiting global temperature

increase to 1.5°C above pre-industrial

temperatures. Global emissions

decline steadily to achieve net zero

CO₂ emissions globally by 2050. New

Zealand climate policies are ambitious

and in line with the rest of the world.

The energy grid shifts rapidly away

from fossil fuel use, with the New

Zealand grid reaching 100% renewable

by 2050. Alternative fuels are used as

a backup, and renewables are utilised

onsite instead of fossil fuels.

The shadow price of carbon increases

dramatically to align with a 1.5°C

trajectory, steadily rising up to $250/

tCO₂e by 2050 (an increase of ~614%

from a 2023 baseline of $35/tCO₂e).

EXTREME RAINFALL 15% increase in extreme rainfall

EXTREME HEAT (>25°C) +15 more extreme heat days

SEA LEVEL RISE 0.20 metres

CARBON PRICE $277 NZD per tonne

POPULATION INCREASES 26% increase in New Zealand population


7% global population increase

POLICY REACTIONImmediate and smooth

TECHNOLOGY CHANGEFast change

BEHAVIOUR CHANGEFast change

PHYSICAL RISK SEVERITYModerate

TRANSITION RIK SEVERITY Moderate

SOCIO-POLITICAL INSTABILITYModerate

Description of scenarios

Scenario one — Orderly 1.5°C

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Scenario two — Disorderly 2.0°C
Disorderly 2.0 ScenarioNarrative

MEASUREMENT Global warming +2.0°C above

pre-industrial levels

A "disorderly" scenario is where policy,

technology and behaviour changes

remain slow up until 2030. As global

emissions continue to rise during the

2020s, concerns about meeting Paris

Agreement Goals drives a sudden shift

in global policy around 2030. Abrupt

and stringent decarbonisation policies

are enacted in the 2030s, succeeding

in limiting global warming to below 2°C

above pre-industrial levels by 2100.

New Zealand follows suit with the rest

of the world, leading to abrupt policy

and market changes for the property

and construction sector post-2030.

There is no initial increase in carbon

price up to 2030, at which point price

rapidly increases to reach $250/tCO₂e

by 2050.

During the 2020s there is a slow

increase in demand for electricity,

followed by a surge in demand in

the 2030s as New Zealand rushes to

electrify our transport networks. The

electricity sector is unprepared for the

sudden shift in demand at 2030, which

causes a delay in adequate expansion

of the grid during the 2030s and leads

to supply constraints.

These constraints result in more

frequent blackouts and fluctuations in

electricity prices.

EXTREME RAINFALL 20% increase in extreme rainfall

EXTREME HEAT (>25°C) +20 more extreme heat days

SEA LEVEL RISE 0.22 metres

CARBON PRICE $369 NZD per tonne

POPULATION INCREASES 22% increase in New Zealand population


16% global population increase

POLICY REACTIONDelayed

TECHNOLOGY CHANGESlow/fast change

BEHAVIOUR CHANGESlow/fast change

PHYSICAL RISK SEVERITYModerate

TRANSITION RIK SEVERITY High

SOCIO-POLITICAL INSTABILITYModerate

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Scenario three — Hot House >3.0°C
Hot House >3.0 ScenarioNarrative

MEASUREMENT Global warming +3.0°C above

pre-industrial levels

A "Hot House" scenario is where

global emissions continue to grow.

Global average temperature rises to

greater than 3°C above pre-industrial

levels by 2100.

New Zealand’s climate change policy

remains in keeping with the rest of

the worlds. No further policies are

introduced to curb emissions, with

the building and construction sector

following suit. Regulatory changes

are slow and focus on adaptation and

managing climate driven immigration/

refugees. The price of carbon remains

at $35/tCO₂e to 2050. Mandates

are introduced to conserve energy

for critical functions, as asset and

infrastructure damages due to climate

change are realised.

New Zealand’s electricity grid is

gradually decarbonised further in

line with current policies. Emission

grid factors remain at 0.06 kgCO₂e/

kWh by 2050 which means

industries wishing to achieve net

zero carbon emissions must invest in

their own zero carbon generation.

EXTREME RAINFALL 22% increase in extreme rainfall

EXTREME HEAT (>25°C) +30 more extreme heat days

SEA LEVEL RISE 0.32 metres

CARBON PRICE $35 NZD per tonne

POPULATION INCREASES 26% increase in New Zealand population


8% global population increase

POLICY REACTIONNone – current policies

TECHNOLOGY CHANGESlow change

BEHAVIOUR CHANGESlow change

PHYSICAL RISK SEVERITYExtreme

TRANSITION RIK SEVERITY Low

SOCIO-POLITICAL INSTABILITYHigh

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Risk or Opportunity
INCREASED STORMINESS AND EXTREME WINDS

Increase in storminess (frequency, intensity), wind speeds and seasonality, increase in convective weather events

(tornadoes, lightning)

RIVER AND PLUVIAL FLOODING: CHANGES IN FREQUENCY AND MAGNITUDE IN RURAL AND URBAN AREAS

Changes in extremes: high intensity and persistence of rainfall, relative sea-level rise (including land movement), low seasonal

rainfall, permanent increase in spring high-tide inundation, relative sea-level rise (including land movement) changes in waves and

swell, changes in extreme rainfall, rising groundwater from sea-level rise

Orderly

1.5

Disorderly


2.0

Hot House


>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Supply chains during

construction and operation

could be impacted. From a

development perspective, this

could slow down progress onsite,

which could delay settlements.

From a retirement perspective,

it could impact getting food and

medical supplies to residents.

• In the medium and longer

term, such weather events

in the Hot House scenario

could potentially cause more

disturbance on site, which

could lead to higher insurance

costs and environmental and/

or biodiversity issues. They

could also potentially have a

greater impact on the retirement

and commercial business's

operations, employees, and

residents and visitors.

Winton is already designing for greater resilience

beyond Local Authority requirements, for example,

raising floor levels and updating its internal design

controls on an ongoing basis. As a result, Winton

communities have functioned as expected during

recent extreme weather events.

The project teams are increasing their onsite

activities to mitigate risks, including, by way of

example, utilising data from weather monitoring

stations set up at specific sites, to ensure teams

have the most up to date information.

Where possible, Winton uses local contractors

for each project, which mitigates the risk

of contractors not being able to access the

development because of regional roading impacts

from storm events.

As part of planning for Northbrook to become

operational, continuity of care for residents and

H&S of all people onsite for extreme events will be

considered part of the emergency response plan.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

PHYSICAL RISK —

ONE

PR

PHYSICAL RISK

TR

TRANSITIONAL RISK

PO

PHYSICAL OPPORTUNITY

TO

TRANSITIONAL OPPORTUNITY

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

Scenario analysis

Physical Risk — One

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Risk or Opportunity
COASTAL AND ESTUARINE FLOODING: INCREASING PERSISTENCE, FREQUENCY AND MAGNITUDE

Change in tidal range or increased water depth, permanent increase in spring high-tide inundation, rising groundwater from sea-

level rise, changes in extremes: high intensity and persistence of rainfall, increases in storminess (frequency, intensity) including

tropical cyclones

Orderly

1.5

Disorderly


2.0

Hot House


>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Similar to the first two physical

risks, Winton has already

observed some impact on

coastal areas where coastal

inundation and overland flow

have occurred.

• The risk level is unlikely

to change due to design

controls as they react to Local

Authority regulations and will

pick this up anyway.

• In all scenarios, there is potentially

an increasing perception that

coastal properties are risky to

own or that insurance costs

are higher.

• In a Hot House scenario, the

longer term risk of coastal and

estuarine flooding is increased.

For all three scenarios, the risk mitigation is the

same: Winton is already building for higher-than-

expected sea level rises in the long-term, making

Winton communities more resilient. Sea level

data can sometimes change, but based on these

scenarios, Winton's existing design and build

standards have already adapted as they react to

Local Authority regulations. Through due diligence

of potential asset acquisitions and the design of

future developments, Winton mitigates the risk.

Winton has and continues to demonstrate that it

builds high-quality projects founded on design,

including the design of the masterplan, built

form, and shared spaces. Therefore, Winton

communities have performed well and proved their

resiliency in more recent extreme weather events,

further helping to change the perception that all

coastal properties are the same.

As part of planning for Northbrook to become

operational, continuity of care for residents and

H&S of all people onsite for extreme events will be

considered part of the emergency response plan.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

PHYSICAL RISK —

TWO

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

Physical Risk — Two

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Risk or Opportunity
INCREASING COASTAL EROSION: CLIFFS AND BEACHES, INCREASED LANDSLIDE AND SOIL EROSION

Changes in sedimentation from catchment run-off, increased storminess and extreme winds, rising groundwater from sea-level

rise, changes in extreme rainfall: high intensity and persistence, changes in rainfall seasonality, more and longer dry spells and

droughts (antecedent conditions)

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Supply chains could be

impacted during construction

and operation. From a

development perspective, this

could slow down progress

onsite, which could delay

settlements. From a retirement

perspective, it could impact

getting food and medical

supplies to residents.

• In all scenarios, there is

potentially an increasing

perception that coastal

properties are risky to own or

that insurance costs are higher.

Winton is already designing for greater resilience

beyond Local Authority requirements, for example,

raising floor levels and updating its internal design

controls on an ongoing basis. As a result, Winton

communities have functioned without any adverse

issues during recent extreme weather events.

Winton has implemented more design

requirements for potential regression and this

is considered during due diligence of potential

asset acquisitions.

Where possible, Winton uses local contractors for

each project, which mitigates the risk of contractors

not being able to access the development because

of impacts to regional roading networks.

Winton has and continues to demonstrate that it

builds high-quality projects founded on design,

including the design of the masterplan, built form,

and shared spaces. Therefore, Winton communities

have performed well and proved their resiliency

in more recent extreme weather events, further

helping to change the perception that all coastal

properties are the same.

As part of planning for Northbrook to become

operational, continuity of care for residents and

H&S of all people onsite for extreme events will be

considered part of the emergency response plan.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

PHYSICAL RISK —

THREE

Physical Risk — Three

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

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Risk or Opportunity
SEA-LEVEL RISE

Relative sea-level rise (including land movement), low seasonal rainfall, permanent increase in spring high-tide inundation,

relative sea-level rise (including land movement) changes in waves and swell, changes in extreme rainfall: high intensity

and persistence

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• There have been no physical

impacts to date, as the

standards for new builds and

developments have already

changed to mitigate risks. In all

three scenarios, potential

buyers could perceive owning

coastal property as too risky

without understanding the

already integrated requirements

for new developments for

coastal resiliency.

• Longer term, the physical risk

from sea-level rises; however,

as Winton has more recently

built communities to higher

standards and requirements,

they will likely perform better

than other older homes and

developments, validating the

quality of Winton's properties.

For all three scenarios, Winton is already adapting

to potential sea level rise by building for higher-

than-expected sea level rises in the long-term. Sea

level data can sometimes change, but based on

these scenarios, Winton's existing design and build

standards have already adapted as they react to

Local Authority regulations.

Through due diligence of potential asset

acquisitions and design of future developments,

Winton considers potential sea level rise and,

therefore, any possible additional cost to build to

stricter requirements that need to be incorporated

into the sale price.

Winton has and continues to demonstrate that it

builds high-quality projects founded on design,

including the design of the masterplan, built

form, and shared spaces. Therefore, Winton

communities have performed well and proved their

resiliency in more recent extreme weather events,

further helping to mitigate the perception that all

coastal properties are the same.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

PHYSICAL RISK —

FOUR

Physical Risk — Four

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

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16 | WINTON LAND LIMITED

Risk or Opportunity
CHANGE IN WEATHER PATTERNS: CHANGE IN MEAN ANNUAL RAINFALL

Higher or lower annual rainfall in sub-national climate zones

MORE AND LONGER DRY SPELLS AND DROUGHT

Low seasonal rainfall, changes in seasonal wind patterns

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Greater application of wet

weather contractual provisions

and increased delays to onsite

activities due to higher rainfall in

some locations in a medium-to-

long-term Hot House scenario.

• More and longer dry spells and

drought in some locations could

lengthen the development

season, which could be a

positive but also contribute to

dust issues onsite.

• A crucial part of Winton's

difference is its commitment

to comprehensive landscaping

and planting throughout its

communities, and increased dry

spells could mean there isn't

enough water to maintain

all the planting.

These changes won't happen overnight, so Winton

expects to be able to make gradual changes onsite

and within the development plan to mitigate the

potential impacts.

The comprehensive planting of trees and plants

within Winton's communities will help cool them

down Winton communities and provide shade for

people and animals during potential long and dry

spells in the medium to long-term.

Adapting to a lower water supply during some

dry spells would need to be incorporated into the

development and maintenance plan longer term

and addressed in landscape design to combine

different plant types.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

PHYSICAL RISK —

FIVE

Physical Risk — Five

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

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Risk or Opportunity
INTERNATIONAL INFLUENCES FROM CLIMATE CHANGE AND GREENHOUSE GAS MITIGATION PREFERENCES

Immigration to New Zealand

Orderly

1.5

Disorderly


2.0

Hot House


>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• In the Hot House scenario, net

migration significantly increases

as New Zealand is expected

to experience the impacts of

climate change not as severely

as most places around the world,

and as a result, the demand

for homes in New Zealand

increases, and potentially, the

price increases and the potential

labour pool increases.

Winton is already planning for net migration to

increase over time. However, the net migration

increase within the Hot House scenario is higher

again, and improved government policy would

need to support expedited development of

communities and homes.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

PHYSICAL OPPORTUNITY —

ONE

Physical Opportunity — One

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

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Risk or Opportunity
INSURANCE RISK

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Insurance costs across all

three scenarios will potentially

increase over the time horizons

as more climate-related claims

are made, but most significantly

in the Hot House scenario

long-term. For Winton, this

is predominantly a potential

impact on Northbrook and

Ayrburn development.

• Availability to get insurance

could change over the medium

to long-term more broadly,

however, for more recently

developed communities built

to stricter requirements and

standards, and therefore more

resilient, could attract more

buyers compared to older

homes and developments.

Winton works with a specialist property insurance

provider and has done so long-term. An annual

review of its insurance program is completed

to ensure it is fit for purpose. The potential

impacts from climate change will become a more

significant part of that process over time should

global temperatures continue to rise.

Winton controls onsite insurance to ensure the

continuity of its prescribed insurance across

every project.

Due diligence for potential asset acquisitions

needs to consider possible changes to insurance

premiums, and any masterplan needs to reflect

the price sensitivity of the target demographic,

not only for homes but also for ongoing costs

like insurance.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

TRANSITIONAL RISK —

ONE

Transitional Risk — One

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

19 | WINTON LAND LIMITED

Risk or Opportunity
REGULATORY AND LEGAL

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Changes to the building code,

whether within the orderly or

disorderly scenario, will have

the same potential impact of

increased construction costs

but over different time periods.

• Changes to regulations or

policies in orderly and disorderly

scenarios may require Winton to

alter existing assets, increasing

capital costs.

• Project lifecycles in real estate

can be long, and regulations

could change partway

through. In a disorderly

scenario, this could disrupt

the project if changes were

implemented quickly.

• In the Hot House scenario, there

could be an increased likelihood

of litigation.

Winton is already adapting to changing

regulations and requirements and, in many

cases, designing and building beyond them to

mitigate future risks.

Increased regulation and construction costs are

considered during due diligence and incorporated

into the sales price, mitigating financial risk.

In the Orderly scenario, new regulations and

requirements are introduced in an orderly way,

allowing the industry time to adapt gradually

and mitigate climate change. However, to reduce

the risks in the Disorderly scenario, Winton

already builds the above requirements, and it

will need to continue to foresee future changes

and incorporate them into the design and

delivery strategy.

Winton designs and delivers to regulations and

Local Authority requirements, should climate-

related litigation increase in the long- term, this

would be directed at governing bodies.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

TRANSITIONAL RISK —

TWO

Transitional Risk — Two

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

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Risk or Opportunity
PRODUCTS AND SERVICES

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• Under the Orderly scenario,

the transition to a lower

carbon economy would occur

faster in the short and medium-

term, and some positive

technological, funding, and

policy improvements could

further enable Winton's proposed

carless and solar-powered

Sunfield neighbourhood.

However, higher material costs

due to higher carbon prices and

regulatory costs would likely

offset this to a certain extent.

Winton's view is that its Sunfield development

is well-positioned to support the transition to a

lower-carbon economy while providing potential

buyers with more affordable housing and

lifestyle opportunities.

It has invested significant time in the design of

the Sunfield masterplan, which diverges from

traditional development built around roads and

cars. With regulatory support, Winton could

start development at a pace and provide New

Zealanders with much-needed housing while

minimising emissions from residents while

delivering returns to its shareholders.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

TRANSITIONAL OPPORTUNITY —

ONE

Transitional Opportunity — One

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

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Risk or Opportunity
MARKETS

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future ImpactsAdaption and Management Actions


POTENTIAL IMPACTS:

• All scenarios in the medium-

term could create higher barriers

to entry for new developers.

In the Orderly scenario, Local

Authority requirements and

regulations increase faster,

making it harder for competitors

who do not have the capacity or

are not as skilled in navigating

complex requirements. In a

Disorderly scenario, the barriers

are delayed but will occur

quickly as temperatures rise.

In a Hot House scenario, the

quality of a build, the design,

and the underlying development

design will all be critical factors

to ensure resiliency through

climate change. Buyers may not

want to risk buying into lower-

quality developments or homes.

In all three scenarios, the market

impact is positive for Winton.

Winton is well placed to create opportunities

from all three scenarios, whether New Zealand

must adapt to more significant impacts from

climate change or the transition to a low-carbon

economy (or both). It invests in detailed due

diligence of acquisition opportunities, is highly

experienced in complex development design

and engineering, and produces high-quality

finished products, contributing to more resilient

outcomes and a strong competitive position

as potential buyers opt for more trusted and

proven developers.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

TRANSITIONAL OPPORTUNITY —

TWO

Transitional Opportunity — Two

LOW


SHORT-TERM: 1-5 years

MEDIUM


MEDIUM-TERM: 5-10 years

HIGH


LONG-TERM: 10-25 years*

KEY:

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Progress towards
transition planning

W

inton has elected to use

Adoption provision 3:

Transition planning.

This adoption provision exempts Winton

from disclosing information on the

transition plan aspects of its strategy.

However, it has included a description of

its current business model and strategy

and its progress towards developing the

transition plan aspects of its strategy.

Current business model

and strategy

Winton is a New Zealand-based

residential land developer that

specialises in developing integrated and

fully masterplanned communities.

It has 26 current projects across 13

communities, mainly in New Zealand and

one in NSW, Australia. Once this Australian

development is completed, Winton’s

future focus is expected to be solely on

development activity in New Zealand.

Winton undertakes the acquisition of land,

obtaining necessary rezoning and

resource consent approvals, contracting

for civil works including roading and

infrastructure, selling the completed

residential lots and building and selling

vertical developments.

Winton is focused on continuing to

expand upon its development portfolio

through its origination strategy, with

a specific focus on acquiring plots of

land in growing towns and cities that

are of sufficient scale. Winton’s strong

track record of successful developments

demonstrates its capability to navigate

New Zealand’s regulatory environment

and that it is well-positioned to meet

potential regulatory change.

Winton has expanded its product offering

by leveraging its land development,

design and execution expertise into

the premium retirement and aged care

sectors and hospitality sector.

Winton prides itself on delivering vibrant

new neighbourhoods, underpinned by

its Sustainability Framework published

in 2023 which is based on three pillars

– thriving planet, thriving people and

sustainable futures.

The process of conducting the risk

assessment and scenario analysis

clearly identified how Winton is already

transitioning to increased regulatory

requirements, building code changes and

stricter Local Authority requirements


and adapting its business model.

Winton expects planning, development

and delivery requirements to increase

and become more complex and is

incorporated into Winton’s due diligence

process when assessing potential

acquisitions and the preparation of its

financial feasibilities. It is also incorporated

into the design of each masterplanned

development.

In FY25, Winton will develop a transition

plan to manage its climate-related

risks and opportunities as it responds

and prepares for future physical and

transitional impacts.

Value Creation Chain

MAJORITY OF RESIDENTIAL DEVELOPERS RETIREMENT VILLAGE OPERATORS

TIME TO DEVELOP

VALUE OF LAND / UNITS

Winton’s ability to

consistently achieve

favourable rezoning and

consenting outcomes

creates significant value.

ACQUISITION OF LAND

ZONED RESIDENTIAL

Rezoning and Consent

Value Creation

ACQUISITION OF LAND THAT IS

NOT ZONED RESIDENTIAL

Civil works

Develop units

Sale of retirement units

Operate retirement villages

Annuity income

04261537

ACQUISITION

OF LAND NOT

ZONED

RESIDENTIAL

DEVELOP

LOTS

CONSENT

APPROVAL

SALE OF

RETIREMENT

UNITS

ZONING

APPROVAL

DEVELOP

UNITS

CIVIL

WORKS

OPER ATE

RETIREMENT

VILLAGES

Zoning

approval

Sale of lots

Resource

consent

approval

TARGETING OF LAND THAT

IS NOT ZONED RESIDENTIAL

MATERIALLY LOWERS TOTAL

DEVELOPMENT COST

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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03 Natural waterfall,
Ayrburn

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Processes for identifying,
assessing, and managing

climate risks

T

he risk assessment process

focused on both physical and

transitional climate-related risks.

It included three stages: an initial risk

screening of a master list of over 30

risks and opportunities, a baseline risk

assessment representing 1.1°C of global

warming, and a scenario analysis of three

potential scenarios, as outlined in the

Strategy section within this report.

To ensure the right stakeholders were

involved in the process, the Sustainability

Working Group was engaged to

appropriately resource and support

Winton’s Sustainability Manager in

identifying and assessing its climate-

related risks. The Sustainability Working

Group comprises the Senior Management

Team and key senior team members

with the operational knowledge and

experience to contribute and shape the

process for effective internal use.

The baseline risk assessment rated each

risk and opportunity using Winton’s risk

assessment framework, which considers

the severity and likelihood of the risk

occurring. It also captured observational

data to support each risk ranking.

The baseline risk assessment formed

the basis of the scenario analysis,

a critical tool for considering

the potential impact of risks and

opportunities under different scenarios.

Outside the formal climate-risk

assessment process, the COO, GM

Project Delivery, and Head of Land

Development consider climate-related

risks and opportunities as part of

standard business activity. They rely on

specialised experts to provide critical

advice on potential climate impacts

during due diligence of potential

acquisitions and throughout the design

phase of each new development.

Time horizons

The following time horizons were

determined appropriate for the risk

assessment process.

SHORT-TERM: 1-5 years

MEDIUM-TERM: 5-10 years

LONG -TERM: 10-100 years

Value chain exclusions

The processes for identifying, assessing

and managing climate-related risks were

based on the current business model

and strategy.

The scope of the risk assessment

includes all Winton offices, construction

sites, owned developments, and supply

chains. The assessment covers the

twelve months ending 30 June 2024

(FY24). No parts of the value chain were

knowingly excluded. As the retirement

business becomes operational,

additional climate-related risks and

opportunities will likely arise.

Frequency of risk assessment

This was the first climate-related risk

assessment undertaken by Winton. The

process will be repeated annually to

ensure the resulting risks, opportunities,

and management responses stay

relevant.

An annual review of climate-related

risks also builds resilience into Winton’s

response to climate change and

aligns with Winton’s yearly review of

its risk matrix. However, climate risk

assessment is a key part of Winton’s day

to day business and is considered and

mitigated as such.

Risk

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Processes for prioritising
climate-related risks relative

to other types of risks

F

or the risk assessment and baseline

screening, Winton’s existing risk

assessment framework was used

to determine risk ratings and allow

Winton to compare climate-related risks

against other types of risks.

This approach facilitates the inclusion

of climate-related risks into its existing

risk management and governance

frameworks, which in turn supports the

climate-related risk disclosures required

by the XRB.

Integration into overall risk

management process

The Board has a risk management

framework that includes a list of material

business risks Winton faces. 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 Development

Disclosure Policy.

The Audit and Financial Risk Committee

at Winton reviews and recommends 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 risks

and the appropriateness of Winton’s

insurance programme are 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.

Climate Change Risk is one of thirteen

principal business risks across Winton’s

business, found on page 89 of the Annual

Report. The climate-related disclosures

within this report sit under this business

risk and include more detail about the

specific physical and transitional risks and

opportunities attributable to climate.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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METRICS
GHG Emissions Inventory Overview

Refer to the GHG Emissions Inventory Report FY24 for detailed information available on the Winton website: investors.winton.nz.

GHG

Protocol

Category

(ISO 14064-1:2018)

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Scope 1Category 1: Direct emissions179.0876.73

72.18

Scope 2

Category 2: Indirect emissions from imported energy

(location-based method*)

58.5418.0211.16

Scope 3

Category 3: Indirect emissions from transportation187.11166.2095.11

Category 4: Indirect emissions from products used

by organisation

24,383.04116.226.45

Total direct emissions179.0876.7372.18

Total indirect emissions*24,628.69300.44112.72

Total gross emissions*24,807.77377.17184.90

Total net emissions24,807.77377.17184.90

*Emissions are reported using a location-based methodology.

Winton does not have any emissions data for direct CO₂ emissions from biologically sequestered carbon.

Metrics & Targets

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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Percentage of assets
vulnerable to transition risks

1

00% of Winton's directly owned assets

are vulnerable to the transitional risks

identified in its risk assessment to

varying degrees depending on the time

horizon and scenario.

Transitional risks exist for the entire

industry and reflect potential

occurrences with differing levels of

financial impacts. Winton is already

adapting to its main transitional risk of

regulatory and legal risks (TR 1), which

is more significant during the planning

and development phase. Local Authority

requirements already embed the need

to build for climate change, including

sea level rise, and, in many cases, Winton

designs and builds beyond requirements

to mitigate the risk of further changes

to regulations and requirements in the

future. While this adds complexity to

the planning, development, and delivery

phases, Winton is well-equipped to

do this. It is also likely that it creates a

barrier to entry for new developers and

makes it harder for existing developers

who aren't of a similar size or have

the same experience, making it also a

transitional opportunity.

Insurance risk (TR 2) is more relevant to

the assets Winton continues to own once

completed; being, Ayrburn, Northbrook,

and Cracker Bay. Winton works with

a specialist property provider and has

done so for a long time. Annual reviews

ensure the insurance cover remains fit

for purpose and will adapt over time to

climate change.

Percentage of assets

vulnerable to physical risks

The percentage of assets or business

activity with potential vulnerability to

the physical risks of climate change for

Winton is 17.8% as at 30 June 2024, which

is the percentage of coastal assets as a

percentage of total portfolio area.

Winton has historically focused on

developing residential communities,

creating opportunities from land

to develop land lots, built houses,

shared spaces, and boutique retail as

a community village centre that are all

generally sold or vested to the Local

Authority (shared spaces). The five

physical risks outlined in the risk and

strategy section are mitigated through

Winton's ongoing adaption activities

to develop to stricter requirements

and sometimes go above those

requirements for further mitigation.

Recent weather events (whether related

to climate change or not) have outlined

opportunities for Winton to work with

onsite contractors to mitigate ongoing

risk. Like the transitional risk, the physical

risks relating to different scenarios also

provide an opportunity for Winton

as it continues to demonstrate that it

builds high-quality projects founded

on the design of the masterplan, built

form, and shared spaces, meaning they

perform better than older homes and

developments when put under weather-

related pressure.

The physical risk of assets that Winton

operates, currently Ayrburn and, in

the future, Northbrook and Cracker

Bay, is mitigated through the high-

quality standard of Winton's planning,

development, and delivery. Working

closely with Winton's specialist

insurance provider ensures that

insurance coverage evolves with the

business and changing climate.

Percentage of assets

aligned with climate-related

opportunities

100% of Winton's directly owned assets

are aligned with the climate-related

opportunities identified in its risk and

opportunity assessment.

Winton included three main climate-

related opportunities in its risk

assessment: Immigration to New

Zealand (PO 1), Products and Services

Opportunities (TO 1) and Market

Opportunities (TO 2). Particularly in a

hothouse scenario, it is expected that

the population in New Zealand will

increase by 26% by 2050 compared to

8% globally, putting greater demand

on housing demanding and supplying

more labour and therefore aligned with

Winton's strategy and growth plans.

The Product and Services opportunity

relates more to a potential expedited

process of Sunfield, but closely linked is

the market opportunity, which applies

to all Winton assets. Winton invests in

detailed due diligence of acquisition

opportunities, is highly experienced

in complex development design and

engineering, and produces high-quality

finished products, contributing to

more resilient outcomes and a strong

competitive position as potential

buyers opt for more trusted and proven

developers and other developers find it

harder to enter the industry or continue

to operate in it.

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Capital deployment toward
climate-related risks and

opportunities

W

inton’s main climate-related

expenditure relates to the

increased regulations and

requirements associated with planning,

consenting, developing and subsequent

construction.

This expenditure is difficult to isolate

on an annual basis and, therefore, is not

included in the table at right.

Internal emissions price

Winton does not use an internal emissions

price in its financial modelling yet as the

impact is not considered material yet,

and the potential New Zealand carbon

price assumptions are currently unreliable

within New Zealand.

Management remuneration

Winton’s management is responsible for

the day-to-day identification, assessment,

and management of risks, including

climate-related risks.

The Nomination and Remuneration

Committee reviews and recommends

for approval by the Board the senior

management remuneration prescribed

by the Nomination and Remuneration

Committee Charter.

ItemFY24 Spend Commentary

GHG emissions

measurement and

assurance

$45,000Winton has invested in the transition to

a new emissions assurance practitioner,

bringing greater rigor to its emissions

measurement processes and therefore,

reducing regulatory risk.

Investment in climate-

related disclosure

process

$15,000Investment to support Winton through

the process of climate-related risk and

opportunities assessment, reducing

regulatory risk.

Homestar registration

for Northbrook

Wynyard Quarter

$47,000Winton has registered Northbrook

Wynyard Quarter with Homestar 6,

increasing the building's performance

and climate-related credentials.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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TargetsTime
horizon

Base

year

Target

year

Introduce a Supplier Code of Conduct for

Suppliers that represent the top 90% of

onsite contractor costs.

Short-termFY24FY25

100% of onsite contractors report monthly

waste collected onsite.

Short-termFY24FY25

Divert 40% of onsite construction waste

from landfill.

Short-termFY25FY28

Implement Design Guidelines for


all projects.

Short-termFY24FY25

Reduce reliance on spend-based emission

factors by at least 15% per year until below

30% of total emissions.

Short-termFY24 Ongoing

Implement an operational waste avoidance

plan for Northbrook prior to the start of

becoming operational.

Short-termFY24FY26

Time horizons align with time horizons used for the scenario analysis to better align with business operations.

TARGETS

W

inton has set short-term

targets to reflect its genuine

intention of laying the

foundation for future medium-term

targets.

A mixture of quantitative and

qualitative targets have been set to

contribute to limiting global warming

to 1.5°C, they do so by: improving

data accuracy of emission inventory,

reducing emissions from waste,

increasing engagement with suppliers

to create financially feasible solutions

to lower embodied emissions and start

to set the pathway to avoid emissions

where Winton is creating new

operation assets like Northbrook.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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04 Views from
Northbrook Wanaka,

Wanaka

BC Ayrburn Gardens,

Ayrburn

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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winton.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.