Winton Land Limited/Announcement
Winton Land Limited logo

Winton announces FY25 Annual Results

Full Year Results26 August 2025WINReal Estate

Level 2, 11 Westhaven Drive, Cracker Bay, Auckland 1010
P O Box 105526, Auckland 1143


27 August 2025


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 2025


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

financial year ended 30 June 2025:


(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

---

Level 2, 11 Westhaven Drive, Cracker Bay, Auckland 1010
P O Box 105526, Auckland 1143


MARKET ANNOUNCEMENT

NZX: WIN / ASX: WTN

27 August 2025

WINTON ANNOUNCES FY25 ANNUAL RESULTS

Winton (NZX: WIN / ASX: WTN) today announces its annual results for the twelve months ending 30

June 2025 (FY25).

Revenue for FY25 was $155.4 million, a 10.5% decrease compared to FY24 revenue of $173.6 million.

Winton’s longstanding pre-sale strategy continued to serve the company well, with 266 units settling

during the year.

Earnings before interest, tax, depreciation, and amortisation (EBITDA) for FY25 was $21.3 million, a

decrease of 27.9% compared to FY24’s EBITDA of $29.5 million. Net profit after tax (NPAT) was $10.3

million, reflecting a 34.4% decrease from $15.7 million in FY24.

Chris Meehan, Chair and CEO of Winton, said: “As we expected, the property market has remained

subdued in many parts of New Zealand, particularly Auckland. The economy has struggled, impacted

by low growth, excess bureaucracy, higher unemployment, and global uncertainty. While much of

this is beyond our control, we do control Winton’s response to the economic conditions and how we

strategically position the company for long-term shareholder value.”

“Winton has consistently demonstrated great discipline in managing existing projects and

committing to new ones. Hard decisions have been made regarding the timing of projects, which has

meant slowing some down until funding and building costs stabilise. While the Auckland market

continues to be challenging, we have focused our attention on Winton’s southern projects,

specifically Northlake Wānaka, Northbrook Wānaka, Northbrook Arrowtown and Ayrburn.”

Winton finished FY25 with a pre-sale book of $248.0 million as at 30 June 2025, a landbank yield of

c5,750 units and cash holdings of $20.3 million. Borrowings were $100.4 million as at 30 June 2025,

reflecting funds utilised for project development facilities secured against four properties. These

facilities have no recourse to Winton at the group level.

The first stage at Northbrook Wānaka was completed in May 2025, and new residents were

welcomed. Revenue from deferred management fees and village service fees has commenced and

will continue to grow as the village matures and reaches stabilisation. Sales have been steady, and

sales prices are meeting expectations.

The key residential settlements in FY25 include land lots in Stage 3 and Stage 4 at Lakeside, Te

Kauwhata, land lots in Stage 17 and Stage 18 at Northlake, Wānaka, the remaining ALTA Villa

Townhouses at Northlake, Wānaka, and the Jimmy’s Point apartments at Launch Bay, Hobsonville

Point.

The Ayrburn masterplan is coming together well. FY25 was Ayrburn’s first trading year and was

marked by a number of milestones. Several new venues were opened during FY25, unlocking further

opportunities. These included The Bakehouse and R.M.Prime Produce, and more recently, Billy’s

restaurant and conservatory. Ayrburn is situated on the best part of the most expensive street in


2

New Zealand and is a key long-term asset for Winton. Winton intends to continue to maximise the

value from the entire masterplan for shareholders. It is expected that Ayrburn will welcome at least a

million visitors over the next year, and it is on track to become the most visited attraction in

Queenstown.

In February, Winton submitted its detailed application for the Sunfield project under the Fast-track

Approvals Act 2024. The project has since been accepted into the process, and a panel has been

appointed. Winton has been working constructively with NZTA to integrate Mill Road stage 2 into the

development. We are hopeful to have a positive outcome on Sunfield around the end of the calendar

year, and if approval is granted, it is Winton’s intention to commence development immediately.

Winton’s proposed Ayrburn Screen Hub was also accepted into the Fast-track process under the Fast-

track Approvals Act 2024. The facility will be located adjacent to the Ayrburn Hospitality Precinct and

Northbrook Arrowtown. Should the project receive resource consent, it will be a valuable part of the

Ayrburn masterplan, generating significant recurring revenue from the Screen Hub and incremental

revenue growth for the hospitality precinct.

As at FY24 results, the Board paused paying a dividend to maintain financial discipline during softer

market conditions, which remains the Board’s view for FY25.

Chris Meehan concludes: “The New Zealand economy remains challenging. Unemployment continues

to increase, net migration is at its lowest level in over 10 years, and ready-made concrete volumes

are below the 10-year average. However, there are some positive signs in Winton’s operating

environment, including a declining Official Cash Rate, increased competition amongst suppliers,

lower labour costs, and a rise in the number of houses sold compared to the prior year, with the

Queenstown-Lakes District outperforming the rest of the country.”

“In our view, given the current economic environment and property market, it is a prudent time to

avoid taking risks and conserve our resources until the economy and market begin to turn around.

We will continue to operate with discipline. In the near term, this means focusing primarily on

Sunfield and Winton’s South Island operations and developments, where the market has remained

buoyant. We will be judicious in committing further capital to projects until we have conviction that

the market has a positive outlook. We maintain our view that we don’t expect this to occur until after

unemployment has peaked. We move into 2026, cautious but confident.”

Winton’s Annual Report and all future reports will be publicly available on Winton’s 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, MUFG Corporate Markets, by updating your communication preferences online through the

Investor Centre.

Ends.

For investor or analyst queries, please contact:

Jean McMahon, CFO

+64 9 869 2271

investors@winton.nz


For media queries, please contact:

Sonya Fynmore

+64 21 404 206

sonya.fynmore@winton.nz


3


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 20 projects expected to yield a combined total of circa 5,750 residential lots, dwellings, apartment

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

www.winton.nz

---

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

Updated as at March 2025




Results for announcement to the market

Name of issuer Winton Land Limited

Reporting Period 12 months to 30 June 2025

Previous Reporting Period 12 months to 30 June 2024

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$155,447 (10%)

Total Revenue $155,447 (10%)

Net profit/(loss) from

continuing operations

$10,322 (34%)

Total net profit/(loss) $10,322 (34%)

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 (in

dollars and cents per

security)

$1.79 $1.74

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

2025. A copy of these audited financial statements is attached to

this announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

Jean McMahon

Contact person for this

announcement

Jean McMahon

Contact phone number +64 9 377 7003

Contact email address jean.mcmahon@winton.nz

Date of release through MAP


27 August 2025


Audited financial statements accompany this announcement.

---

winton.nz
ANNUAL REPORT

12 MONTHS ENDING

30 JUNE 2025

ANNUAL REPORT 2025
Contents

FC Northbrook Wānaka,

Northlake

01 Northbrook Wānaka,

Northlake

Key Highlights

Letter from CEO and Chair

Financial Commentary

Residential

Retirement – Northbrook

Commercial – Cracker Bay

Commercial – Ayrburn

Leadership and Governance

Winton ESG

Financial Statements

Corporate Governance

Directory

02

04

10

12

16

18

26

37

67

87

24

08

ANNUAL REPORT 2025WINTON LAND LIMITED | 01

Key Highlights
C. 5,750

Units2 landbank yield

$10.3m

Net profit after tax

$155.4m

Revenue

$59.5m

Gross profit

1. Pre-sales are as at 30 June 2025. 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.

$20.3m

Cash

02 Billy’s,

Ayrburn

$248.0m

1


of gross pre-sales secured

38.3%

Gross profit margin

6.6%

NPAT margin

ANNUAL REPORT 202502 | WINTON LAND LIMITED

262
Employees

78%

3


of portfolio (by units) are residential lots

LIMITING EXPOSURE TO CONSTRUCTION

877

Retirement living units yield

ACROSS 5 LOCATIONS

494

Total shareholders

3. Target units to be developed from 1 July 2025 onwards on existing

projects based on management estimates and masterplans current

as at 30 June 2025. Target total units, target product mix and target

settlement period may change, including due to planning outcomes

and market demand.

266

Units delivered and settled

12

Masterplanned communities

20

Current projects

ANNUAL REPORT 2025WINTON LAND LIMITED | 03

A
s we expected and communicated

in the interim results, the property

market has remained subdued in

many parts of New Zealand, particularly

Auckland. The economy has struggled,

impacted by low growth, excess

bureaucracy, the challenging property

market and higher unemployment, as

well as ongoing global uncertainty.

While much of this is beyond our control,

we do control Winton’s response to

the economic conditions and how we

strategically position the company for

long-term shareholder value.

While the challenges of FY24 continued

into FY25, Winton’s longstanding pre-sale

strategy continued to serve us well and will

continue to do so over the coming years.

Revenue for FY25 was $155.4 million,

primarily attributable to the settlement

of 266 units. This compares to 345 units

settled in FY24, resulting in a 10.5%

decrease in revenue from $173.6 million.

Earnings before interest, tax, depreciation,

and amortisation (EBITDA) for FY25 was

$21.3 million, a 27.9% decrease compared

to FY24. Net profit after tax (NPAT)

was $10.3 million, a 34.4% decrease

compared to FY24. The difference

is attributable to 79 fewer property

settlements compared to FY24, a lower

proportion of built product, and 17.0%

higher employee benefits expense,

attributable to a full year of operation

at Ayrburn. These were somewhat

offset by the $5.1 million revaluation

gain on investment properties for FY25,

compared to a revaluation loss of


$1.7 million in FY24, resulting in a net

c

hange of $6.8 million.

Winton finished FY25 with a pre-sale

book of $248.0 million as at 30 June

2025, a landbank yield of c5,750 units,

including 877 retirement living units, and

cash holdings of $20.3 million.

Borrowings as at 30 June 2025 were

$100.4 million, reflecting funds utilised

for project development secured against

four properties. These facilities have no

recourse to Winton at the group level.

Winton has consistently demonstrated

great discipline in managing existing

projects and committing to new

ones. Hard decisions have been made

regarding the timing of projects, which

has meant slowing some down until

funding and building costs stabilise.

While the Auckland market continues

to be challenging, we have focused

our attention on Winton’s southern

projects, specifically Northlake Wānaka,

Northbrook Wānaka, Northbrook

Arrowtown and Ayrburn.

The Ayrburn masterplan is coming

together well, including the most recent

opening of the exciting Cantonese-

inspired Billy’s restaurant. Ayrburn is

situated on the best part of the most

expensive street in New Zealand and

is a key long-term asset for Winton.

We intend to continue to maximise the

value from the entire masterplan for

shareholders. We expect to welcome at

least a million visitors to Ayrburn over the

next year and it is on track to become the

most visited attraction in Queenstown.

Recently, Winton’s Ayrburn Screen Hub

was accepted into the Fast-track process

under the Fast-track Approvals Act 2024.

The Ayrburn Screen Hub is planned to be

an all-inclusive film studio, enabling users

to work and stay onsite through filming,

production and post-production. It will

include studio buildings, workrooms,

office space for film

departments,

dressing rooms, a screening

room,

and meeting space. An 185-room

accommodation for film workers is also

planned, which will be available as visitor

accommodation when there aren’t films

in production. The facility will be located

adjacent to the Ayrburn Hospitality

Precinct and Northbrook Arrowtown,

nestled between Arrowtown and Lake

Hayes. Should the project receive

resource consent, it will be a valuable part

of the Ayrburn masterplan, generating

significant recurring revenue from the

Screen Hub and incremental revenue

growth for the hospitality precinct.

1. 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


Northlake,

Wānaka

ANNUAL REPORT 202504 | WINTON LAND LIMITED

04
ANNUAL REPORT 2025WINTON LAND LIMITED | 05

Sunfield
I

n February, Winton submitted its

detailed application for the Sunfield

project under the Fast-track Approvals

Act 2024. The project has since been

accepted into the fast-track process,

and a panel has been appointed. It is

encouraging to see the New Zealand

Government making progress and we

commend them on the process to date.

We are working constructively with NZTA

to integrate Mill Road stage 2 into the

development. We are hopeful to have a

positive outcome on Sunfield around the

end of the calendar year, and if approval

is granted, it is Winton’s intention to

commence development immediately.

05

Letter from CEO and Chair

ANNUAL REPORT 202506 | WINTON LAND LIMITED

Board of Directors
I

n May, the Winton Board of Directors

(the Board) appointed Josh Phillips

as an alternate director to James

Kemp on the Winton Board. The Board

has determined that Josh is a non-

independent director and will hold office

until Winton’s 2025 Annual Meeting.

Together with Josh Phillips, four of the

current directors, being Chris Meehan,

Michaela Meehan, Julian Cook and Glen

Tupuhi will retire by rotation and will offer

themselves up for re-election at Winton’s

2025 Annual Meeting.

Dividend

As at FY24 results, the Board paused

paying a dividend to maintain financial

discipline during softer market conditions,

which remains the Board’s view for FY25.

Market and Outlook

The New Zealand economy remains

challenging. Unemployment continues

to increase, net migration is at the

lowest it has been in over 10 years and

ready-made concrete volumes are below

the 10-year average. However, there

are some positive signs in Winton’s

operating environment, including a

declining Official Cash Rate, increased

competition amongst suppliers, lower

labour costs, and a rise in the number

of houses sold compared to the prior

year, with the Queenstown-Lakes District

outperforming the rest of the country.

In our view, given the current economic

environment and property market, it is

a prudent time to avoid taking risks and

conserve our resources until the economy

and market begin to turn around. We will

continue to operate with discipline. In the

near term, this means focusing primarily

on Sunfield and Winton’s South Island

operations and developments, where the

market has remained buoyant. We will be

judicious in committing further capital

to projects until we have conviction that

the market has a positive outlook. We

maintain our view that we don’t expect

this to occur until after unemployment

has peaked.

We move into 2026 cautious but

confident. I am grateful for the dedication

of the Winton team and their ability

to continue excelling through a tough

property cycle. We would like to extend

our appreciation to our trade partners,

contractors, and suppliers for their hard

work, as well as to our community of

stakeholders and shareholders for their

continued support.

Chris Meehan

Chair and Chief Executive Officer

06

05 Sunfield,

Papakura

(artist impression)

06 Lakeside,

Te Kauwhata

ANNUAL REPORT 2025WINTON LAND LIMITED | 07

W
inton has delivered revenue

of $155.4 million, 10.5%

down from $173.6 million in

FY24. A total of 266 units were settled,

a decrease of 79 units. Cost of goods

sold of $95.9 million is lower than FY24

by $7.4 million or 7.2%. Although there

was a lower proportion of built product

settled by volume in FY25, the cost per

unit was higher as the built product was

of higher value than the built product

settled in FY24.

Commercial revenue increased by

$13.7 million in FY25 due to Ayrburn

contributing 12 months of trading

compared to the previous period when

it was only open for 7 months. A fair

value gain of $5.1 million resulted from

the revaluation of commercial assets and

retirement land within the investment

properties portfolio. This compares to


a loss of $1.7 million in FY24.

E

mployee benefits expense increased

by $3.0 million in FY25 with Ayrburn

trading for an additional five months

compared to FY24. Administrative

expenses increased by $2.7 million with

an increase in legal costs of $2.4 million

and other administrative expenses

of $2.3 million due to the growth of

Winton’s operations. This was offset

by a decrease in establishment costs

of $2.2 million. Establishment costs

are those costs incurred in relation to

the pre-opening of Ayrburn venues,

and these include branding, marketing,

recruitment, and employee training.

Net interest income was $2.2 million

lower due to a decrease in average cash

reserves. The resultant net profit after

tax in FY25 is $10.3 million, a reduction

from $15.7 million net profit after tax in

the prior period.

An increase in investment properties

of $80.9 million represents progress at

Northbrook Wānaka and Northbrook

Wynyard Quarter.

Winton entered into a $18.3 million debt

facility secured against the completed

office building and marina complex at

Cracker Bay in November 2024. The

facility has a term of 12 months, with the

ability to extend for a further 2 years.

In February 2025, Winton entered into

a new borrowing facility in respect of

its Sunfield project. The facility limit is

$22.5 million, including accrued interest,

with a term of 18 months. In March 2025,

Winton entered into a new borrowing

facility in respect of its Northlake Stage

18 project. The facility limit is $22.5

million, including accrued interest,


with a term of 2 years. Winton has no

r

ecourse debt at the group level and

all other properties (excluding those

mentioned above and Lakeside) across

the group remain unencumbered.

Winton enters FY26 with $20.3 million

in cash reserves.

Financial Commentary

07 Jimmy’s Point,

Launch Bay

07

ANNUAL REPORT 202508 | WINTON LAND LIMITED

WINTON LAND LIMITED | 09ANNUAL REPORT 2025

R
esidential development

encompasses Winton’s traditional

land and property development

business. Revenue for FY25 from

residential development was $130.3

million, delivering $21.9 million EBITDA.

This is attributable to the 266 units

that settled during the period, of which

90 units settled in the first half of the

year and 176 units in the second half. In

FY24, 345 units were settled, producing

$162.5 million in revenue and $45.0

million in EBITDA.

The main FY25 settlements included

the remaining Stage 3 land lots and

the first Stage 4 land lots at Lakeside,

Te Kauwhata and the Jimmy’s Point

apartments at Launch Bay, Hobsonville

Point. At Northlake Wānaka, the

majority of the remaining land lots

within Stage 17 settled, along with

the first Stage 18 land lots and the

remaining ALTA Villa Townhouses.

While the product mix in FY25 included

fewer apartments, dwellings, and

commercial units, compared to FY24,

the product settled in FY25 was of

higher value, driving higher average

revenue per unit. As a result, the

average revenue per unit increased by

4.0% to $489,000. In a subdued real

estate market, Winton’s long-term


pre-sale strategy has continued to

d

eliver, and we are pleased with this

result given the environment.

Jimmy’s Point at Launch Bay, Hobsonville

Point, was completed during FY25,

with many happy residents moving in

and enjoying their harbourside lifestyle.

A small number of the 30 apartments

remain for sale.

Northlake, Wānaka is an established

community and recognised locally

as a high-quality and desirable

neighbourhood to be part of. From a

construction standpoint, the remaining

20 ALTA Villa Townhouses were

completed, along with the final Stage 17

land lots. The first Stage 18 land lots


were completed, titled and settled.

W

orks continue on the balance of Stage

18, including drainage, roading, and

landscaping, and a proposed private

plan change is underway to enlarge the

size of Stage 19.

In addition to the 183 land lots that

were settled at Lakeside, Te Kauwhata,

construction continues. Work is ongoing

in the remainder of Stage 4, including

services, drainage, roading, and

landscaping. The Stage 1 reserve area is

being progressed to extend the walking

and cycling network within Lakeside, and

the Scott Road intersection upgrade is

nearing completion, which will improve

access to the development.

Residential

08 Beaches,

Matarangi

09 Northlake,

Wānaka

NeighbourhoodUnits settled

FY25

Uni

ts settled

FY24

Movement

Lakeside183209(26)

Beaches129(28)

North Ridge-17(17)

Northlake5858-

Launch Bay2429(5)

River Terrace-2(2)

Parnell-1(1)

Total266345(79)

Average revenue

per unit (000’s)

$489$470$19

FY25 Sales


I

n FY25, 16.9% of settlements comprised of constructed product compared with 20.3% in FY24.

FY25 delivers value for Winton

08

ANNUAL REPORT 202510 | WINTON LAND LIMITED

FY24
settlements

by product

8%

2%

80%10%

09

Settlements by product type

RESIDENTIAL LOTS

APARTMENTS

COMMERCIAL

DWELLINGS

KEY:

FY25

settlements

by product

8%

83%9%

ANNUAL REPORT 2025WINTON LAND LIMITED | 11

T
he first stage at Northbrook

Wa

-

naka officially opened in

May 2025, much to the delight

of our first Northbrook residents,

who moved in with ease and quickly

established their community. After

years of careful planning, design

and construction, it is incredibly

rewarding to see this vision come

to life. Revenue from deferred

management fees and village

service fees has commenced and

will continue to grow as the village

matures and reaches stabilisation.

Since Stage One opened, word

of mouth from happy residents

has been the most rewarding and

prevalent catalyst for increasing

visitor numbers and improving the

quality of leads. Sales are steady

and sales prices are meeting

expectations. An experienced

Village Manager was recently

appointed to the Northbrook

Wa

-

naka team, bringing a wealth

of knowledge with him.

The Northbrook Wa

-

naka Wellness

Spa is a luxurious amenity, home to

health, wellness, and fitness, with a

13.5 metre heated swimming pool,

sauna, boutique fitness studio, salon,

and treatment rooms. Construction

is progressing at pace and on target

for completion by the end of this year.

The roof and exterior cladding are

complete, and finishing trades are

preparing to start. We look forward to

opening this beautiful facility.

Following the opening of Northbrook

Wa

-

naka, a partnership has been

established with an in-home care

provider, giving residents peace of

mind that care is accessible should

they need it before the Northbrook

care suites are complete.

At Northbrook Arrowtown, excavation

services and piling works have

continued, as have the high number

of visitors to the display suite. We

are operating with discipline as we

prepare for Stage One of construction,

using the timing of the property

cycle to the project’s advantage.

Construction tenders have been

received, and we are working through

final contractor selection.

During FY26, Northbrook will

continue its momentum, welcoming

more residents, introducing

additional luxurious amenities, and

enabling current residents to live the

life they love, every day.

10

Retirement

10 Julian Cook,

Director of Retirement

11 Northbrook Wānaka,

Wānaka

12-17 Northbrook Wānaka,

Wānaka

ANNUAL REPORT 202512 | WINTON LAND LIMITED

11
ANNUAL REPORT 2025WINTON LAND LIMITED | 13

12
13

14

15

ANNUAL REPORT 202514 | WINTON LAND LIMITED

16
17

ANNUAL REPORT 2025WINTON LAND LIMITED | 15

Commercial
Cracker Bay

Commercial includes Winton’s

investment properties at Lakeside

and Cracker Bay and the operating

businesses at Ayrburn and Cracker

Bay. Commercial revenue for FY25 was

$24.7 million, EBITDA was ($1.8 million).

ANNUAL REPORT 202516 | WINTON LAND LIMITED

18 Cracker Bay,
Auckland

T

he renovation and

refurbishment of the Cracker

Bay office building is almost

complete, offering premium waterfront

facilities for tenants across four levels.

Leasing has progressed well with 71.4%

of Cracker Bay lettable area leased as

at 30 June 2025.

The last of the council resource consent

approvals were received for the wider

Cracker Bay and Northbrook Wynyard

Quarter precinct. The timing of

construction will be determined once

market conditions improve.

18

ANNUAL REPORT 2025WINTON LAND LIMITED | 17

F
Y25 was Ayrburn’s first full

trading year, marked by numerous

significant milestones and hundreds

of thousands of people experiencing the

unique destination firsthand. Based on

recent data, Ayrburn will attract over a

million visitors this year and is on track

to be the most popular and most visited

attraction in the region.

In December, The Bakehouse and R.M.

Prime Produce opened, introducing a

more casual dining experience, a bakery,


a butchery, and a retail space. The opening

of T

he Bakehouse unlocked additional

event opportunities, particularly large-

scale functions, including corporate

events and weddings.

Ayrburn is well-suited to both weddings

of size and more intimate gatherings.

The picturesque island next to Ayrburn

lakes has become a favourite location for

wedding ceremonies, often followed by

a different location for drinks and then

the reception at one of The Woolshed,

The Bakehouse, The Barrel Room, or

Ayrburn’s most recent opening, Billy’s.

The pipeline for wedding bookings

for the next year continues to grow,

with more than double the number of

weddings in FY25 already scheduled.

19

19 Ayrburn Lakes,

Arrowtown

20 The Conservatory, Billy’s,

Ayrburn

Commercial

ANNUAL REPORT 202518 | WINTON LAND LIMITED

20
ANNUAL REPORT 2025WINTON LAND LIMITED | 19

I
n March, Ayrburn hosted the inaugural

Ayrburn Classic, a two-day celebration

of motoring featuring vintage, classic,

and modern luxury cars. Thousands

of people attended, and whether they

were car enthusiasts or not, it was

entertaining and fun for all. We look

forward to the second Ayrburn Classic

on 20 – 22 February 2026, which

promises to be significantly bigger and

better than the first.

The diverse range of events at Ayrburn

attracts a variety of people, whether

it is a concert on The Dell, Opera in

the Park, a jazz night in The Barrel

Room, a corporate private event at The

Bakehouse, ice skating and the mid-

winter wonderland, the Ayrburn easter

egg hunt or Plunket’s Gardens and

Galleries Tour. There truly is something

for everyone.

Ayrburn wine continues to be a valuable

part of the Ayrburn experience and is

being enjoyed as part of a wine flight,

accompanying seated dining, alongside

the creek with friends and family, and

at home. Ayrburn wine is available for

purchase from R.M. Produce, online via

the Ayrburn wine shop and in-store at

boutique retailers. During FY25, 13,000

wine flights of Ayrburn wine were

consumed and 10,000 wine tastings

hosted in The Barrel Room, with Ayrburn

Rosé being the favourite and the

precinct’s biggest seller. During winter,


a fireside mulled wine is at the top of

m

ost Ayrburn visitors’ priority list, with

over 11,000 sold. Aside from wine,

Ayrburn Margaritas are the favourite

year-round cocktail with more than

10,000 sold.

Looking ahead to FY26, the focus at

Ayrburn is on visitor growth, gaining

further efficiencies from the multi-venue

site, continuing to build the event pipeline,

and delivering the high-end Ayrburn

experience to every visitor day or night.

21

Commercial

21 Ayrburn Classic,

Ayrburn

22 Ayrburn Wine Flight,

Manure Room

ANNUAL REPORT 202520 | WINTON LAND LIMITED

22
ANNUAL REPORT 2025WINTON LAND LIMITED | 21

C
onstruction of Billy’s restaurant

and the adjoining conservatory

were completed in June, when we

welcomed our first customers. With a

modern and refined Cantonese-inspired

menu and drinks list and an interior like no

other, it truly is a feast for all the senses.

The Ayrburn Farm Homestead is the last

of the heritage farm buildings at Ayrburn

to be recreated. Originally built in the late

1800s for Ayrburn founders William and

Elizabeth Paterson (Billy and Bessie), it

had 5 bedrooms, 9 fireplaces and it was

the first dwelling in the region to feature

electric lighting. Its transformation took

nearly two years, and, like the other

Ayrburn heritage buildings, it involved

patience and skilled craftsmanship.


The building had to be deconstructed

b

efore being recreated to meet current

building standards and regulations to

be fit for purpose as a new multi-room

h

igh-end Cantonese-inspired restaurant.

The vision for Billy’s was to maintain

the original look on the outside while

transforming the interior to another

world, a celebration of old and new.

Adjoining the original homestead is The

Conservatory, an ultimate immersive

dining experience that feels outdoors,

yet in the warmth of the oversized

glasshouse. Like the rest of Ayrburn,


the landscaping and gardens around

B

illy’s is thoughtful and abundant,

offering a whimsical take on traditional

English and French gardens, with a

strong focus on topiary, including the

200m-long clipped boxwood snake.

Billy’s is open Wednesday – Sunday for

banquet and à la carte dining from 11am,

and private events any day of the week.

23 The Conservatory,

Billy’s, Ayrburn

24


Billy’s,

Ayrburn

Commercial

23

ANNUAL REPORT 202522 | WINTON LAND LIMITED

24
ANNUAL REPORT 2025WINTON LAND LIMITED | 23

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.

P

rior 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 the chairman of NZME Limited and


a director on various other boards.

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,

A

sia-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.

25 ALTA Villas,

Northlake

25

ANNUAL REPORT 202524 | WINTON LAND LIMITED

Senior Management Team
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 to 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

g

overnance experience representing Ngāti Pāoa,

Hauraki and iwi Māori.

Glen is currently the Deputy Chair of the Hauraki

Primary Health Organisation Trust, as well as trustee

or representative for various other entities.

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.

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

JOSH PHILLIPS

Non-Executive Director (Alternate)

BA

Appointed 8 May 2025

Josh is an Associate Director in the Macquarie Asset

Management (MAM) Real Estate Team. He has over 10

years of experience in real estate private equity and

investment banking across Australia, New Zealand and

the UK, with a specialist focus on the residential sectors.

Josh is currently also a director of Local Residential, an

Australian build-to-rent business.

Josh has been appointed to the Board of Winton as


an alternate director to James Kemp and is similarly

a representative of TC Akarua 2 Pty Limited (as trustee

o

f the TC Akarua Sub Trust).

ANNUAL REPORT 2025WINTON LAND LIMITED | 25

Winton has continued to deliver on its
environmental, 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.

Significant work has been completed

during the year to meet the second-year

requirements of the Climate-related

Disclosures, including reporting on

Winton’s transition planning aspects of

its strategy. Winton has also improved

its data accuracy for measurement of its

FY25 emissions and achieved reasonable

assurance of its Scope 1 and Scope 2

emissions and limited assurance of its

Scope 3 emissions.

This ESG section should be read alongside

Winton’s FY25 GHG inventory report

and Winton’s FY25 Climate-related

Disclosures. Both were released to the

NZX and ASX at the same time as Winton’s

Annual Results and are available on the

Winton website: www.investors.winton.nz.

Looking ahead, there is a lot to do across

all three sustainability pillars; however,

Winton remains focused on delivering

long-term positive outcomes across the

different Winton business units.

Winton ESG

26

26 Flower gardens,

Ayrburn

ANNUAL REPORT 202526 | WINTON LAND LIMITED

Sustainability Data
FY25FY24FY23FY22FY211

Thriving Planet

For emission data and intensity metrics, refer to page 29

Fine for environmental breaches ($m)

00

00

0

Thriving People

Number of employees (Full time, Part-time and Casual) 26221165

3527

Number of employees (FTE)179 15265

3527

% of FTE Female45%49%43%

34%30%

% of FTE Male54% 51%57%

66%70%

% of FTE Diverse1% 0%0%

0%0%

Turnover²42% 24%19%

8%

n/a

Senior management gender diversity (% Female)40% 40%40%40%n/a

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

60%

n/a

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

Winton Total Recordable Injury Rate (TRIR)32.23.1n/an/an/a

Total incidents reported to Work Safe21000

Workplace fatalities00000

Data breaches00000

Portion of onsite contractors local to project93%95%93%

89%91%

Sustainable Future

Revenue ($m)155.4173.6221.1

161.7205.6

Profit after tax ($m) 10.3 15.764.6

31.746.1

Dividends to shareholders ($m) 0 8.09.3n/an/a

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

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

3. TRIR is calculated by considering incidents versus contractor hours. Contractor hours are specific to contractors onsite. FY24 was the first year Winton TRIR was reported.


.

ANNUAL REPORT 2025WINTON LAND LIMITED | 27

FY25 Contribution Towards Commitments
• Completed second climate-related

disclosure, including additional

transition planning disclosure.


I

mproved data quality of GHG

emissions inventory, including the

reduction in the reliance on spend-

based emission factors by 14.47%.



M

easured all waste on construction

sites in FY25 and achieved 34%

diversion from landfill.


Of all Winton waste, 31% was diverted

from landfill.

• Spent $3.7 million on landscaping,

trees and planting, benefiting the

environment and contributing to

climate change mitigation.

• As well as providing the land, Winton

has supported Nga Muka (a cluster of

Waikato-Tainui Marae), who is leading

a community project, to establish

a Kahikatea plantation on a portion

of Lakeside land near Lake Waikare,

along with other native wetland

plants. Through a successful funding

application process, Waikato River

Authority is the primary funder for the

initiative and the local community is

on board to bring Nga Muka’s vision to

life. There have been 2,500 trees and

plants planted to date, mostly by the

local college, and the next tranche will

include 3,500 trees and plants. It is a

three-year project, of which Winton

will continue to support, assisting with

funding applications, maintenance, and

site preparation. The site will eventually

be vested to Waikato District Council as

part of the Lakeside recreation reserve

and will be available to the public.



R

eceived resource consent to

introduce native kōura species into

Ayrburn lakes.



C

ontinued to increase Trout numbers

in Mill Creek, being a reflection of the

various initiatives to improve water

quality, fish spawning and biodiversity

of Mill Creek.


P

artnered with a local iwi organisation

to supply and plant native regenerative

plants along the ephemeral creek that

runs into Mill Creek.

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 202528 | WINTON LAND LIMITED

GHG Emissions FY25 Inventory Summary
For full details of Winton’s GHG emission inventory, refer to its FY25 Climate-related disclosure and FY25 GHG Inventory Report,

available at: investors.winton.nz/investor-centre/. Winton’s GHG emissions inventory has been externally assured by Deloitte Limited.

Thriving Planet

GHG

Protocol

Category

(ISO 14064-1:2018)

FY25

TCO₂e

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Scope 1Category 1: Direct emissions 337.01 179.08 76.73

72.18

Scope 2

Category 2: Indirect emissions from imported energy

(location-based method*)

144.93 58.54 18.02 11.16

Scope 3

Category 3: Indirect emissions from transportation 139.69 187.11 166.20 95.11

Category 4: Indirect emissions from products used by organisation20,114.23 24,383.04 116.22 6.45

Total direct emissions337.01 179.08 76.73 72.18

Total indirect emissions*20,398.85 24,628.69 300.44 112.72

Total gross emissions*20,735.86 24,807.77 377.17 184.90

Total net emissions20,735.86 24,807.77 377.17 184.90

GHG intensity – Revenue $M/tCO₂e**

133.4142.9n/an/a

*Emissions are reported using a location-based methodology.

**This is not assured by Deloitte Limited.

Winton does not have any emissions data for direct CO₂ emissions from biologically sequestered carbon. Carbon intensity has not been included for FY23 and FY22 as Total net

emissions for these two years didn’t include material Scope 3 emissions and therefore not comparable to FY24 and FY25.

ANNUAL REPORT 2025WINTON LAND LIMITED | 29

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 horizonBase yearTarget yearProgress

Introduce a Supplier Code of Conduct for Suppliers

that represent the top 90% of onsite contractor costs.

ShortFY24FY27*Not Complete

100% of onsite contractors report monthly waste

collected onsite.

ShortFY24FY25Complete

Divert 40% of onsite construction waste from landfill.ShortFY25FY28In Progress

Implement Design Guidelines for all projects.ShortFY24FY27*Not Complete

Reduce reliance on spend-based emission factors by at

least 15% per year until below 30% of total emissions.

ShortFY24 OngoingAchieved FY25

Implement an operational waste avoidance plan for

Northbrook prior to the start of becoming operational.

ShortFY24FY26Not Complete

Time horizons align with time horizons used for the scenario analysis to better align with business operations

*Target year revised in FY25.

27

27 Village Centre,

Lakeside

28

Ayrburn Lakes,

Arrowtown

ANNUAL REPORT 202530 | WINTON LAND LIMITED

28
ANNUAL REPORT 2025WINTON LAND LIMITED | 31

FY25 Contribution Towards Commitments
• Supported local businesses, with

93% of Winton’s onsite works

completed by contractors local to

the contracted project.


Funded $4.7 million in development

contributions, which will improve

infrastructure and support the long-

term growth of the community.


Contributed $928,000 towards the

communities that Winton operates

within via rates.


G

rew high-quality watercress in

Mill Creek that is available for the

community to use and features on the

Ayrburn menu.


D

econstructed and recreated the last

of the heritage buildings at Ayrburn,

the 1800s Ayrburn homestead.

• Sponsored the Lake Hayes A&P

Show, keeping alive the Ayrburn

connection to the A&P Show, given

that the first one in the district was

held at Ayrburn in 1904.


Sponsored a number of other

initiatives to support the communities

that Winton operates in, including


the local Wānaka production by

O

nstage Wānaka.

• Donated $56,163 towards different

charities, supporting the communities

that Winton operates in.


Hosted registration of Plunket’s

Gardens and Galleries Tour at Ayrburn

and offered Ayrburn garden tours,

where all proceeds from ticket sales

went to Plunket.

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 202532 | WINTON LAND LIMITED

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 and contractor

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’

activities and industry best practices.

There is a master health and safety

system and a risk register for each part of

the business (land development, vertical

construction, retirement, 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, contractor

management and operational phases of

projects and businesses.

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 regularly.

This ensures a good level of understanding

and skill level is maintained. Site visits

are frequently undertaken for all relevant

persons in this business, from Directors

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, retirement, 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 phases and requires

specific safety plans for the retirement,

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. The BWARE

software safety platform continues to be

utilised and expanded across the business,

the Northbrook Wānaka and Cracker

Bay Dry Stack operational teams being

the latest to transition to the platform.

Winton will continue to improve its use of

technology, as and when the technology

and the appropriate projects arise.

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 FY25, Winton

notified two events 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

co

ntractual 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

FY25, this was 2.2 which represents an

improvement from 3.1 in FY24. Winton’s

aspiration is to have an industry-leading

health and safety process that continually

focuses on harm prevention through

leadership, innovation, commitment,

training, and full stakeholder engagement.

The focus for FY25 has been on

identifying and managing critical risk –


a number of group-led broad-brush risk

a

ssessments have been undertaken with

a focus on identifying critical risk. The

overarching risk matrix for the business

has been reviewed with minor updates

made, and the revised version has been

adopted for implementation.

ANNUAL REPORT 2025WINTON LAND LIMITED | 33

FY25 Contribution Towards Commitments
• Winton continues to execute from

its longstanding presale strategy

with 266 units settled, contributing to

$

155.4 million revenue and $10.3 million

profit after tax.


T

he Board has paused paying a

dividend to maintain financial discipline

during softer market conditions.


Winton made progress on its strategy

to diversify revenue, and in FY25, it

completed Stage One at Northbrook

Wānaka, initiating retirement revenue,

opened two additional venues at

Ayrburn, and welcomed new tenants

to the renovated Cracker Bay offices.

• Winton increased the number of

employees from 211 in FY24 to 262

in FY25, mainly to support the new

venues at Ayrburn.


Two major development projects

were accepted into the Fast-track

process under the Fast-track

Approvals Act 2024.


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

29 Ayrburn Film Hub,

Arrowtown

(artist impression)

ANNUAL REPORT 202534 | WINTON LAND LIMITED

29
ANNUAL REPORT 2025WINTON LAND LIMITED | 35

ANNUAL REPORT 202536 | WINTON LAND LIMITED

30 Billy’s and Ayrburn Lakes,
Ayrburn

FINANCIAL

STATEMENTS

ANNUAL REPORT 2025WINTON LAND LIMITED | 37

Consolidated Statement of Comprehensive Income
For the year ended 30 June 2025

ALL VALUES IN $000'SNOTE20252024

Revenue3 155,447 173,597

Cost of goods sold (95,930) (103,325)

Gross profit 59,517 70,272

Fair value gain / (loss) on investment properties5 5,062 (1,718)

Selling expenses10.1 (4 , 45 0) (6,037)

Property expenses (1,844) (1,654)

Employee benefits expense(20,334)(17,373)

Administrative expenses10.2 (15,484) (12,761)

Share-based payment expense10.12 (1,179) (1,208)

Total expenses (38,229)(40,751)

Earnings before interest, taxation, depreciation and amortisation (EBITDA) 21,288 29,521

Amortisation (567) (567)

Depreciation (4 ,75 4) (2,905)

Earnings before interest and taxation (EBIT) 15,967 26,049

Interest income 1,477 3,905

Interest expense and bank fees (2, 274) (2,460)

Profit before income tax 15,170 27, 49 4

Income tax expense

Current taxation10.3 (550) ( 7, 276)

Deferred taxation10.3 (4 , 2 9 8) (4 , 472)

Total income tax expense (4 , 8 4 8) ( 11 ,748)

Profit after income tax 10,322 15 ,746

Items that may be reclassified to profit or loss:

Movement in currency translation reserve (35) 15

Total comprehensive income after income tax attributable


to the shareholders of the Company

1

0,287


15,761

B

asic earnings per share (cents)9.1 3.48 5.31

Diluted earnings per share (cents)9.2 3.36 5.12

The accompanying notes form part of these financial statements.

ANNUAL REPORT 202538 | WINTON LAND LIMITED

Consolidated Statement of Changes in Equity
For the year ended 30 June 2025

ALL VALUES IN $000'S NOTE

SHARE

CAPITAL

RETAINE D

EARNINGS

SHARE-BASED

PAYME NTS

R

ESERVE

FOREIGN

CURRENCY

TR ANSL ATION

RESERVE

TOTAL


EQUITY

Balance as at 1 July 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 shareholders10.4 - (8,038) - - (8,038)

Share-based payment expense10.12 - - 1,412 - 1,412

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

Profit after income tax - 10,322 - - 10,322

Other comprehensive income - - - (35) (35)

Share-based payment expense10.12 - - 1,371 - 1,371

Balance as at 30 June 2025 386,595 139,732 5,121 (241) 531,207

The accompanying notes form part of these financial statements.

ANNUAL REPORT 2025WINTON LAND LIMITED | 39

ALL VALUES IN $000'SNOTE20252024
CURRENT ASSETS

Cash and cash equivalents10.9 20,279 41,689

Accounts receivable, prepayments and other receivables10.5 4,700 5,849

Inventories4 46,368 79,053

Total current assets 71,347 126,591

NON-CURRENT ASSETS

Inventories4 179,328 168,200

Investment properties5 358,378 277,440

Property, plant and equipment6 93,373 79,839

Intangible assets10.6 1,468 1,993

Total non-current assets 632,547 527,472

Total assets 703,894 654,063

CURRENT LIABILITIES

Accounts payable, accruals and other payables10.7 14,497 24,187

Current lease liabilities10.8 36 33

Taxation payable 265 5,794

Borrowings7 17,331 -

Revenue received in advance3 761 -

Residents' loans8 12,980 -

Total current liabilities 45,870 30,014

NON-CURRENT LIABILITIES

Borrowings7 82,101 64,046

Non-current lease liabilities10.8 20,302 20,338

Deferred tax liabilities10.3 24,414 20,116

Total non-current liabilities 126,817 104,500

Total liabilities 172,687 134,514

Net assets 531,207 519,549

EQUITY

Share capital10.4 386,595 386,595

Foreign currency translation reserve (241) (206)

Share-based payment reserve 5,121 3,750

Retained earnings 139,732 129,410

Total equity 531,207 519,549

These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 27 August 2025.

The accompanying notes form part of these financial statements.

Chris Meehan

Chair

S

teven Joyce

Chair, Audit and Financial Risk Committee

Consolidated Statement of Financial Position

As at 30 June 2025

ANNUAL REPORT 202540 | WINTON LAND LIMITED

ALL VALUES IN $000'SNOTE20252024
CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 155,164 173,556

Receipts from new occupational right agreements 13,825 -

Interest received 1,477 3,905

Net GST paid (754) (6,790)

Payments to suppliers and employees (93,611) (103,723)

Purchase of development land (25,400) -

Deposits paid on contracts for land - (25,400)

Interest and other finance costs paid (2,274) (2,460)

Income tax paid (6,079) (24,877)

Net cash flows from operating activities 42,348 14,211

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment 761 12

Intangible assets acquired (42) (81)

Acquisition of land for investment properties5 - (716)

Payments to suppliers and employees for investment properties (72,638) (56,865)

Acquisition of property, plant and equipment (19,498) (42,051)

Net cash flows from investing activities (91,417) (99,701)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings7 83,669 77,321

Repayment of borrowings7 (55,977) (17,215)

Payment of dividends10.4 - (8,038)

Payment of principal portion of lease liabilities (33) (1,199)

Net cash flows from financing activities 27,659 50,869

Net increase in cash and cash equivalents (21,410) (34,621)

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

Cash and cash equivalents at end of year 20,279 41,689

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 41

ALL VALUES IN $000'S20252024
RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH FLOWS

FROM OPERATING ACTIVITIES


Pr

ofit after income tax 10,322 15,746

Adjusted for non cash items:

Amortisation 567 567

Depreciation 4,754 2,624

Depreciation of right of use asset - 281

Deferred taxation 4,298 4,472

Deferred management fee amortisation (84) -

Fair value (gain) / loss on investment properties (5,062) 1,718

Share-based payment expense 1,179 1,208

Income tax (5,529) (17,601)

Adjustments for movements in working capital

Decrease in accounts receivable, prepayments and other assets 1,149 1,024

Decrease in inventories 26,427 9,442

Decrease in accounts payable, accruals and other liabilities (9,690) (5,953)

Increase in accrued borrowing costs 276 683

Increase in residents' loans net of non-cash amortisation 13,741 -

Net cash flows from operating activities 42,348 14,211

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2025

ANNUAL REPORT 202542 | 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 and operates

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:

3.


Re

venue – page 46

4.


In

ventories – page 47

5.


In

vestment properties – page 48

10.6


Intangible as

sets – page 56

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.

Ma

terial 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 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 43

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.

An

y 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

In May 2024 the External Reporting Board issued NZ IFRS 18: Presentation and Disclosure in Financial Statements (NZ IFRS 18),

effective for reporting periods commencing on or after 1 January 2027. This accounting standard is expected to change the

presentation of the Group’s Statement of Comprehensive Income and may introduce additional note disclosures. The assessment

of the potential impact of NZ IFRS 18 on financial statements is still in progress and has not been completed yet. Other standards,

amendments and interpretations which are not yet effective are not expected to have a material impact on the Group.

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 2025

ANNUAL REPORT 202544 | 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:

2025

ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL

Revenue 130,300 451 24,696 - 155,447

Cost of goods sold (89,475) - (6,455) - (95,930)

Gross profit 40,825 451 18,241 - 59,517

Fair value gain / (loss) on investment properties - 7,552 (2,490) - 5,062

Selling expenses (3,044) (737) (629) (40) (4,450)

Property expenses (966) (544) (334) - (1,844)

Employee benefits expense (7,865) (1,066) (11,403) - (20,334)

Administrative expenses (7,015) (981) (5,135) (2,353) (15,484)

Share-based payment expense- - - (1,179) (1,179)

Total expenses (18,890) 4,224 (19,991) (3,572) (38,229)

EBITDA 21,935 4,675 (1,750) (3,572) 21,288

Amortisation - - (567) - (567)

Depreciation (789) (307) (3,658) - (4,754)

EBIT 21,146 4,368 (5,975) (3,572) 15,967

2024

ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL

Revenue 162,526 55 11,016 - 173,597

Cost of goods sold (100,681) - (2,644) - (103,325)

Gross profit 61,845 55 8,372 - 70,272

Fair value gain / (loss) on investment properties - 1,787 (3,505) - (1,718)

Selling expenses (3,424) (1,846) (753) (14) (6,037)

Property expenses (644) (492) (518) - (1,654)

Employee benefits expense (9,402) (1,193) (6,778) - (17,373)

Administrative expenses (3,397) (718) (5,163) (3,483) (12,761)

Share-based payment expense - - - (1,208) (1,208)

Total expenses (16,867) (2,462) (16,717) (4,705) (40,751)

EBITDA 44,978 (2,407) (8,345) (4,705) 29,521

Amortisation - - (567) - (567)

Depreciation (652) (226) (1,746) (281) (2,905)

EBIT 44,326 (2,633) (10,658) (4,986) 26,049

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 45

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

2025

ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL

Segment assets and liabilities

Inventories 221,802 - 3,894 - 225,696

Investment Properties - 283,998 74,380 - 358,378

Property, plant and equipment 650 7,669 80,995 4,059 93,373

Other assets 1,482 698 3,622 20,645 26,447

Total assets 223,934 292,365 162,891 24,704 703,894

Total liabilities 111,799 16,314 42,921 1,653 172,687

Net assets 112,135 276,051 119,970 23,051 531,207

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

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 $14,000 (2024: $5,788,000) and EBITDA and EBIT of ($127,000)

(2024: $3,616,000).

3. Revenue

ALL VALUES IN $000'S20252024

Sales revenue 130,108 162,082

Deferred management fees 84 -

Other revenue 25,255 11,515

Total revenue 155,447 173,597

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.

Deferred management fees are considered lease income and are payable by residents of the Group’s units under the terms of

their Occupational Right Agreement (ORA). Management fees are typically payable on termination of the ORA up to a maximum

percentage of a resident’s occupation licence for the right to share in the use and enjoyment of common facilities.

Other revenue includes hospitality revenue, village service fees and other income.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202546 | WINTON LAND LIMITED

3. Revenue (Continued)
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.

Village service fees are charged to residents to recover a portion of village operating costs associated with services provided

including staff wages, rates, and electricity. An ORA is in place with all village residents who receive the benefit of services

throughout their stay. Village service fees are recognised over time as services are rendered.

Key estimates and assumptions

The timing of the recognition of deferred management fees is a critical accounting estimate and judgement. The deferred management

fee is recognised on a straight line basis over the average expected occupancy. Estimates of deferred management fee tenure are

reviewed periodically. Where a change is made, it is the Group’s policy to recognise the aggregate impact of this change in the period

in which the change in estimate occurs. Where the deferred management fees over the contractual period exceed the amortisation of

the deferred management fee based on estimated tenure, the amount is recorded as a liability (revenue in advance).


4. Inventories

ALL VALUES IN $000'S20252024

Expected to settle within one year 46,368 79,053

Expected to settle greater than one year 179,328 168,200

Total inventories 225,696 247,253

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 is capitalised during the

period when active development is taking place. During the year ended 30 June 2025, interest has been capitalised to inventories of

$4,077,000 (2024: $598,000). Interest and other holding costs incurred after completion of development are expensed as incurred.

Inventories include deposits paid on contracts for development land of $14,400,000 (2024: $69,140,000).

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).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 47

5. Investment properties
ALL VALUES IN $000'SNOTE20252024

Opening balance 277,440 207,517

Acquisitions - 716

Right-of-use asset reassessment - 10,549

Unrealised fair value gain / (loss) 5,062 (1,718)

Disposals - (170)

Capital expenditure 75,876 60,546

Total investment properties 358,378 277,440

Less: lease liability (20,338) (20,371)

Total investment properties excluding NZ IFRS 16 lease adjustments 338,040 257,069

ALLALL VALUES IN $000'S VALUES IN $000'S2025202520242024

Retirement village land measured at fair value 179,553 116,521

Commercial properties measured at fair value 44,603 42,251

Investment properties under development measured at cost 113,884 98,297

Total investment properties excluding NZ IFRS 16 lease adjustments 338,040 257,069

ALLALL VALUES IN $000'S VALUES IN $000'S2025202520242024

Valuation 210,415 158,772

Plus: Residents' loans 12,980 -

Plus: Revenue received in advance 761 -

Investment properties under development measured at cost 113,884 98,297

Plus: Lease liability 20,338 20,371

Total investment properties 358,378 277,440

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 2025, interest has been capitalised to investment properties of $3,047,000


(2024: $3,477,000). During the year ended 30 June 2025, $192,000 of share-based payment expense has been capitalised to

in

vestment properties (2024: $204,000). Investment Properties include a right-of-use asset of $22,046,000 (2024: $22,046,000).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202548 | WINTON LAND LIMITED

5. Investment properties (Continued)
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 2025 in order to ensure that investment properties are held at fair value. The Board

determined that full valuations were appropriate for Northbrook Wānaka Stage 1 and land, Northbrook Wynyard land, Northbrook

Avon Loop land, Northbrook Launch Bay land, Lakeside Commercial and Cracker Bay and these were performed by Jones Lang

LaSalle, 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

INCREA

SE 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.


T

he 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

V

aluation 179,553

Change (5,036) 5,070

Change (%)-2.68%2.70%

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%

V

aluation 44,603

Change (5,756) 2,088 (1,357) 1,471

Change (%)-12.56%4.56%-2.96%3.21%

One investment property could not be reliably measured as at 30 June 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. All other investment properties under

development are related to investment properties 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.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 49

6. Property, plant and equipment
ALL VALUES IN $000'S

WORK IN

PROGRESSLANDBUILDINGS

FURNITURE,

FIXTURES

AND FITTINGS

MOTOR

VEHICLES

PLANT AND

EQUIPMENTTOTAL

COST

As at 1 July 2024 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

Additions 17,475 - 461 591 134 134 18,795

Transfers (46,520) 9,692 32,428 4,368 - 32 -

Disposals - - (1) (895) (89) (97) (1,082)

As at 30 June 2025 4,857 9,692 69,994 13,916 2,005 1,710 102,174

ACCUMULATED DEPRECIATION

As at 1 July 2024 - - 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

Depreciation - - 2,849 1,367 261 277 4,754

Disposals - - (1) (455) (37) (82) (575)

As at 30 June 2025 - - 4,692 2,460 742 907 8,801

NET BOOK VALUE

As at 30 June 2024 33,902 - 35,262 8,304 1,442 929 79,839

As at 30 June 2025 4,857 9,692 65,302 11,456 1,263 803 93,373

Also included in buildings category is buildings fitout.

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% – 6

7% (2024: 2% – 67%)



Furnitur

e, fixtures and fittings

2% – 6

7% (2024: 2% – 67%)


Mot

or Vehicles

10% – 6

7% (2024: 10% – 50%)


Plant and equipment


10% – 6

7% (2024: 13% – 67%)

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202550 | WINTON LAND LIMITED

7. Borrowings
(i) Net borrowings

ALL VALUES IN $000’S20252024

MMLIC (Lakeside) facility drawn down 49,443 64,763

MCCB facility drawn down 17,498 -

BNZ facility drawn down 20,571 -

MMLIC (Northlake) facility drawn down 12,914 -

Unamortised borrowings establishment costs (994) (717)

Net borrowings 99,432 64,046

Weighted average interest rate of drawn debt (inclusive of margin and line fees)8.66%10.35%

Weighted average term to maturity (years) 1.7 3.5

ALL VALUES IN $000’S20252024

Current 17,331 -

Non current 82,101 64,046

Net borrowings 99,432 64,046

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 (Lakeside) facility

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

debt facility with Massachusetts Mutual Life Insurance Company (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) MCCB facility

On 18 November 2024, Cracker Bay Holdings Limited (CBH, a 100% subsidiary company of the Company) entered into a debt

facility with MC Cracker Bay Pty Limited (MCCB, a 100% subsidiary company of Regal Partners Limited) for $18,341,000. The

facility expires 18 November 2025. The MCCB facility is secured by way of general security deed provided by CBH and a registered

mortgage security across the Cracker Bay development property.

(iv) BNZ facility

On 10 February 2025, Sunfield Developments Limited (SDL, a 100% subsidiary company of the Company) entered into a debt

facility with Bank of New Zealand (BNZ) for $22,500,000. The facility expires 10 August 2026. The BNZ facility is secured by way

of general security deed provided by SDL and a registered mortgage security across the Sunfield development property.

(v) MMLIC (Northlake) facility

On 10 March 2025, Northlake Investments Limited (NIL, a 100% subsidiary company of the Company) entered into a debt facility

with MMLIC for $22,500,000. The facility expires 10 March 2027. The MMLIC (Northlake) facility is secured by way of general

security deed provided by NIL and a registered mortgage security across the Northlake Stage 18 development property.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 51

8. Residents’ loans
ALL VALUES IN $000’S20252024

Opening balance - -

Receipts for residents' loans – new occupation right agreements 13,825 -

Less: Management fee receivable (per contract) (845) -

Total residents’ loans 12,980 -

Residents’ loans are amounts payable under occupation right agreements. An occupation right agreement confers a right of

occupancy to a retirement unit. The consideration received on the grant of an occupation right agreement is allocated to the

resident’s loan in full. These loans are non-interest bearing and are payable when both an occupation right agreement is terminated

and there has been settlement of a new occupation right agreement for the same unit and the proceeds from the new settlement

have been received by the Group. Residents’ loans are initially recognised at fair value and subsequently measured at amortised

cost. The management fee receivable is recognised in accordance with the terms of the resident’s occupation right agreement.

9. Investor returns and investment metrics

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

9.1. Basic earnings per share

20252024

Profit after income tax ($000s) 10,322 15,746

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

Basic earnings per share (cents) 3.48 5.31

9.2. Diluted earnings per share

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

average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. Weighted

average number of shares for the purpose of diluted earnings per share has been adjusted for 10,285,538 share options (30 June

2024: 11,009,735) issued under the Group’s Share Option Plan as at 30 June. This adjustment has been calculated using the

treasury share method.

20252024

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

Effect of share options dilution 10,696,133 10,821,884

Weighted average number of ordinary shares (shares) for diluted earnings per share 307,309,869 307,435,620

20252024

Profit after income tax ($000s) 10,322 15,746

Weighted average number of ordinary shares (shares) 307,309,869 307,435,620

Diluted earnings per share (cents) 3.36 5.12

10. Other

10.1. Selling expenses

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

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202552 | WINTON LAND LIMITED

10. Other (Continued)
10.2. Administrative expenses

ALL VALUES IN $000'S20252024

Auditors remuneration:

Audit and review financial statements (213) (161)

Review of interim group financial statements (38) (37)

Audit or review related services – Statutory Supervisor Reporting (24) (23)

Directors' fees (464) (458)

Legal expense (5,410) (3,033)

Operating lease and rental payments (499) (288)

Establishment costs (555) (2,749)

Other expenses (8,281) (6,012)

Total administrative expenses (15,484) (12,761)

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.

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 $499,000 (2024: $288,000).

10.3. Taxation

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

ALL VALUES IN $000'S20252024

Profit before income tax 15,170 27,494

Prima facie income tax calculated at 28% (4,248) (7,698)

Adjusted for:

Prior period adjustment 129 75

Non-tax deductible revenue and expenses (592) (1,105)

Movement in temporary differences 4,202 1,522

Tax losses not utilised (41) -

Difference in tax rates - (70)

Current taxation expense (550) (7,276)

Prior period adjustment (131) 45

Deferred tax on buildings – refer note 10.15 59 (2,923)

Fair value gain on investment properties (2,033) (590)

Intangible asset 159 159

Capitalised interest (1,209) (488)

Inventories (96) (366)

Other (1,047) (309)

Deferred taxation expense (4,298) (4,472)

Total taxation reported in Consolidated Statement of Comprehensive Income (4,848) (11,748)

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 53

10. Other (Continued)
10.3. Taxation (Continued)

(ii) Deferred taxation

ALL VALUES IN $000'S

2023

AS AT

2024

RECOGNISED


IN PROFIT

2024

AS AT

2025

RECOGNISED

IN PROFIT

20

25

AS AT

Deferred tax assets

Employee benefits 288 179 467 (18) 449

Accounts payable, accruals and other payables 545 (210) 335 (51) 284

Accounts payable, accruals and other payables 3,086 2,618 5,704 (9) 5,695

Lease liability 590 338 928 330 1,258

Share-based payment reserve - - - 41 41

Gross deferred tax assets 4,509 2,925 7,434 293 7,727

Deferred tax liabilities

Accounts receivable, prepayments and other receivables (108) 150 42 29 71

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

Inventories 11,463 784 12,247 1,406 13,653

Intangible asset 660 (159) 501 (159) 342

Property, plant and equipment – refer note 10.15 - 2,923 2,923 (59) 2,864

Investment properties 4,840 824 5,664 3,374 9,038

Gross deferred tax liabilities 20,153 7,397 27,550 4,591 32,141

Net deferred tax liability(15,644) (4,472) (20,116) (4,298) (24,414)

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 2025

ANNUAL REPORT 202554 | WINTON LAND LIMITED

10. Other (Continued)
10.3. 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’S20252024

Opening balance 38,446 35,189

Taxation paid / payable 674 6,216

Imputation credits attached to dividends paid - (2,959)

Closing balance available to shareholders for use in subsequent periods 39,120 38,446

10.4. 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'S20252024

2.16 cents per qualifying ordinary share – 22/08/23 - 6,407

0.55 cents per qualifying ordinary share – 20/02/24 - 1,631

Total dividends - 8,038

10.5. Accounts receivable, prepayments and other receivables

ALL VALUES IN $000'S20252024

Accounts receivable 652 261

Prepayments and other receivables 4,048 5,588

Total accounts receivable, prepayments and other receivables

4,700 5,849

As at 30 June 2025, prepayments and other receivables includes retention monies held in accordance with the Construction

Contracts Act of $1,841,000 (2024: $3,040,000).

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.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 55

10. Other (Continued)
10.6. Intangible assets

ALL VALUES IN $000'S20252024

Opening balance 1,993 2,479

Acquisitions 42 81

Amortisation (567) (567)

Total intangible assets 1,468 1,993

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 $1,222,000 as at 30 June (2024: $1,789,000). The useful lives as at 30 June

2025 for the customer contracts acquired was between two and five years with no residual value (2024: 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.

10.7. Accounts payable, accruals and other payables

ALL VALUES IN $000'S20252024

Accounts payable 7,182 15,249

Accruals and other payables in respect of inventories 2,733 3,888

Accruals and other payables

4,582 5,050

Total accounts payable, accruals and other payables 14,497 24,187

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.

10.8. Lease liabilities

ALL VALUES IN $000'S20252024

Opening balance 20,371 11,021

Lease liability reassessment - 10,549

Lease liability interest expense 1,952 1,133

Rent paid (1,985) (2,332)

Total lease liabilities 20,338 20,371

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202556 | WINTON LAND LIMITED

10. Other (Continued)
10.8. Lease liabilities (Continued)

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. In the prior year this increased 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.


10.9. 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'S20252024

Financial assets

Cash and cash equivalents1 20,279 41,689

Accounts receivable and other receivables 4,246 5,266

Total financial assets 24,525 46,955

Financial liabilities

Accounts payable and other payables 10,140 20,100

Residents' loans 12,980 -

Lease liabilities 20,338 20,371

Borrowings 99,432 64,046

Total financial liabilities 142,890 104,517

1. Comprises solely of cash at bank.

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

10.10. 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.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 57

10. Other (Continued)
10.10. Financial risk management (Continued)

(a) Interest rate risk

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

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

50 basis points (0.50%) higher or lower with all other variables held constant.

20252024

ALL VALUES IN $000’S

GAIN/(LOSS)


ON INCREASE

OF 0.50%

GAIN/(L

OSS)

ON DECREASE

OF 0.50%

GAIN/(L

OSS)

ON INCREASE

OF 0.50%

GAIN/(L

OSS)

ON DECREASE

OF 0.50%

Impact on profit before tax (497) 497 (9) 99

Impact on equity (358) 358 (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.

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 10.9 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 YEARSTOT

AL

Accounts payable, accruals and other payables 10,140 10,140 - - - 10,140

Residents’ loans 12,980 12,980 - - - 12,980

Lease liabilities 20,338 1,985 1,985 5,955 79,955 89,880

Borrowings 99,432 59,126 53,377 - - 112,503

Total as at 30 June 2025 142,890 84,231 55,362 5,955 79,955 225,503

Accounts payable, accruals and other payables 20,100 20,100 - - - 20,100

Lease liabilities 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

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202558 | WINTON LAND LIMITED

10. Other (Continued)
10.10. Financial risk management (Continued)

(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.

10.11. 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'S20252024

Employee benefits expense 4,045 4,427

Share-based payment expense 1,338 1,338

Directors' fees 172 167

Total key management personnel remuneration 5,555 5,932

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'S20252024

Key management personnel - 2,263

Employees - 3,160

Revenue from contracts with customers

- 5,423

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

for $18,852,000 (2024: $18,852,000), key management personnel for nil (2024: nil) and employees for $2,300,000 (2024:

$2,829,000) 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

$331,000 of development costs categorised as inventories (2024: $619,000) from WEL. As at 30 June 2025 there was nil (2024:

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

nil development costs categorised as inventories (2024: $10,000) from JAS. As at 30 June 2025 there was nil (2024: nil) owing

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

other companies to be disclosed.

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

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 2025WINTON LAND LIMITED | 59

10. Other (Continued)
10.12. 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)20252024

Opening balance 11,010 10,833

Granted during the year - 320

Forfeited during the year (724) (143)

As at 30 June

10,286 11,010

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 2025 was 4.9 years (2024: 5.9 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) ($)1.098

Share price at grant date (weighted-average) ($)3.8745

Exercise price ($)3.8870

Expected volatility (weighted-average)25.3%

Expected life (weighted-average) 8.4 years

Expected dividends (weighted-average)2.50%

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

2.50%

The fair value of the share options as at 30 June 2025 is $5,121,000 (2024: $3,750,000).

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

ANNUAL REPORT 202560 | WINTON LAND LIMITED

10. Other (Continued)
10.12. 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.


10.13. 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

-


B

ridesdale Farm Developments

Limited

-

C

racker Bay Holdings Limited

-

C

racker Bay Operating Limited

-

C

B Holdco Limited (incorporated


30 October 2024)

-


F

rancis Street Developments Pty

Limited

-

G

oodfellows Te Kauwhata Limited

(incorporated 4 July 2024)

-

L

akeside Commercial Limited

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

The Company also holds a 25% interest in WMC Development GP Limited. On 5 July 2024, Lakeside Residential Limited

was deregistered.

-


L

akeside Developments 2017 Limited

- Longreach Developments Limited

- Marlborough Precinct Holdings

Limited

-


M

arlborough Precinct Residential

Limited

-

Northbrook Arrowtown Limited

- Northbrook Avon Loop Limited

- Northbrook Launch Bay Limited

-

N

orthbrook Retirement Villages

Limited

-

Northbrook Wānaka Limited

-

Northbrook Wynyard Limited

- Northlake Investments Limited

- Northlake Residential Limited

-

Northlake Townhouses Limited

- Parnell Developments Limited

(deregistered 10 July 2025)

- River Terrace Developments Limited

-


R

iver Terrace Residential Limited

- Sunfield Construction Limited

- Sunfield Developments Limited

- Sunfield Residential Limited

- Waterfall Park Developments Limited

- Winton Capital Limited

-

W

inton Design Review Limited

(previously named Northlake

Developments Limited)

-

Winton Fund Limited

-


W

inton Group Holdings Limited

- Winton Partners Bellbird Pty Limited

- Winton Property Investments Limited

ANNUAL REPORT 2025WINTON LAND LIMITED | 61

Notes to the Consolidated Financial Statements
For the year ended 30 June 2025

10. Other (Continued)

10.14. Capital and land development commitments

As at 30 June 2025, 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'S20252024

Development expenditure 45,633 43,310

Land purchases

3,600 29,000

Joint venture capital commitment

50,000 50,000

Total capital and land development commitments

99,233 122,310

10.15. Abnormal items

20252024

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

Change in tax deductibility - 59 59 - (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 created a tax carrying value of nil from 1 April 2024 onwards for these buildings. This increased the deferred

taxation liability by $2,923,000 and created 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 created this large deferred

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

10.16. Subsequent events after balance date

Winton Fund Limited and MaxCap New Zealand Limited agreed to terminate and deregister the partnership WMC Development

Fund LP, with effect from 1 August 2025. This terminates the joint venture capital commitment in note 10.14.

On 21 August 2025, the Group and Kāinga Ora-Homes and Communities reached an agreement in respect of the High Court

proceeding brought by the Group alleging anti-competitive conduct by Kāinga Ora. The Group, Housing New Zealand Build

Limited and Kāinga Ora-Homes and Communities also reached an agreement in respect of another High Court proceeding

brought by the Group.

ANNUAL REPORT 202562 | WINTON LAND LIMITED

A member firm of Ernst & Young Global Limited





Independent auditor’s report to the shareholders of Winton Land Limited

Opinion

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

(together the “Group”) on pages 38 to 62, which comprise the consolidated statement of financial

position of the Group as at 30 June 2025, 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 38 to 62 present fairly, in all material

respects, the consolidated financial position of the Group as at 30 June 2025 and its consolidated

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

Equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

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

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

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the Company and the Company’s shareholders,

as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

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

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

audit of the financial statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

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

for our opinion.

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

of its subsidiaries. Partners and employees of our firm may deal with the Group on normal terms

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

Key audit matters

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

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

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

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

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

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

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

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

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

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

accompanying consolidated financial statements.

ANNUAL REPORT 2025WINTON LAND LIMITED | 63

A member firm of Ernst & Young Global Limited






Property Assets

Why significant How our audit addressed the key audit matter

The Group’s property assets include inventory and

investment properties with a value of $ 584m which

represents 83% of the Group’s total assets at balance date.

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.

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 and investment properties is

subjective. The key judgments used in this determination

are:

▪ Whether costs are eligible for capitalisation under the

relevant accounting standard (noting that there are

differing requirements related to differing asset types);

and

▪ How to allocate capitalised costs to individual

properties.

Where investment properties are considered to be able to be

reliably valued, independent valuations are 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 and investment properties

and the associated significant judgments are included in

Note 4 Inventories and Note 5 Investment Property 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 and

Investment property

▪ Considered the nature of property costs capitalised to

assess 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 and

investment property.

Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the other information. The other information

comprises the annual report, which includes the Climate Statement but does not include the financial

statements and our auditor’s report thereon.

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.

ANNUAL REPORT 202564 | WINTON LAND LIMITED

A member firm of Ernst & Young Global Limited






Directors’ responsibilities for the financial statements

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

consolidated financial statements in accordance with New Zealand Equivalents to International

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

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

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

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

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

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

either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

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

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

but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is

located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards/assurance-

standards/auditors-responsibilities/audit-report-1-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Brent Penrose.



Chartered Accountants

Ernst & Young

27 August 2025




ANNUAL REPORT 2025WINTON LAND LIMITED | 65

ANNUAL REPORT 202566 | WINTON LAND LIMITED

CORPORATE
GOVERNANCE

31 Launch Bay,

Hobsonville Point

ANNUAL REPORT 2025WINTON LAND LIMITED | 67

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 eight directors.

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

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 31 January 2025 (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 2025, the Company complies with the NZX Listing Rules and the NZX Code, other than

Recommendations 2.8, 2.9, 2.10, 3.3, 3.4 and 3.6 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 are 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 last review conducted 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 is required to trade, and persons

must otherwise act in compliance with laws. In the case of a request by the General Manager,

Corporate Services or the CFO, prior written consent of the CEO is required. Winton’s directors must

seek consent from the Chair of the Audit and Financial Risk Committee and the Chair of the Audit

and Financial Risk Committee must seek consent from the Chair of the Board (and vice versa) in

advance of trading.

The Securities Trading Policy is reviewed at least every two years, with the last review conducted in

August 2024.

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.

Corporate Governance

ANNUAL REPORT 202568 | WINTON LAND LIMITED

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.

The Environment and Corporate Responsibility Policy is reviewed at least every two years, with the

last review conducted in August 2024.

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 the 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 the senior management team have

levels of authority approved by the Board. In turn, the CEO and the senior management team 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 2025, the Board comprises eight directors, as follows:

DIRECTORTYPE OF DIRECTORSHIPAPPOINTMENT DATE

CHRIS MEEHAN (CHAIR)1

Executive Director19 June 2017

MICHAELA MEEHAN1

Non-executive Director19 June 2017

JULIAN COOK1

Executive Director13 September 2021

GLEN TUPUHI1

Independent Director24 September 2021

JAMES KEMP

Non-executive Director21 February 2022

STEVEN JOYCE

Independent Director22 June 2023

GUY FERGUSSON

Independent Director24 November 2023

JOSH PHILLIPS (ALTERNATE FOR JAMES KEMP)

Non-executive Director08 May 2025

1. Chris Meehan, Michaela Meehan, Julian Cook and Glen Tupuhi will each stand for re-election at Winton’s FY25 annual shareholders’ meeting.

ANNUAL REPORT 2025WINTON LAND LIMITED | 69

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 2025 is summarised below:

SKILL / EXPERIENCEDESCRIPTIONBOARD STRENGTH

PROPERTY, PLANNING, CONSTRUCTION

Experience in the property industry, including residential and

masterplanned development, planning and resource management,

and construction, asset management and valuation

RETIREMENT VILLAGE DEVELOPMENT

AND / OR OPERATION

Experienc

e in development and operation of retirement villages,

including health, clinical and aged-care

STRATEGY

Experience in strategic oversight, defining strategic objectives and

implementation of strategic plans

COMMERCIAL AND FINANCIAL ACUMEN

Experience in finance, accounting and financial reporting,

understanding of capital management and investment analysis

CORPORATE GOVERNANCE

Experience of governance, including oversight of governance

frameworks and driving best practice, with knowledge and

understanding of liabilities and responsibilities of directors

PEOPLE AND CULTURE

Experience in people and talent management, executive

succession planning and remuneration frameworks

HEALTH AND SAFETYExperience and knowledge of health, safety and wellbeing

ESG

Knowledge and ability to understand and assess environmental,

social and governance frameworks and risks

IWI / STAKEHOLDER RELATIONS

Experience in communication, cultural sensitivity, relationship

building and negotiation with iwi and other stakeholders

High Competence Practical / Direct Experience Some / Low Experience

Directors are encouraged to hold shares in the Company to align their interests with the interests of shareholders. Five of the eight

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

heading “Directors’ Dealings and Relevant Interests” in Principle 4 below. Of the remaining three directors, two are appointed in their

capacity as representative of a Substantial Product Holder.

During the period 1 July 2024 to 30 June 2025, meeting attendance for the directors was as follows:

BOARDAUDIT AND

FINANCIAL RISK

NOMINA

TION AND

REMUNERATION

DIRECTOR

CHRIS MEEHAN (CHAIR)

•66•11

MICHAELA MEEHAN

•66

JULIAN COOK

•66

GLEN TUPUHI

•66•44

JAMES KEMP

•65•1-

STEVEN JOYCE

•66•44•11

GUY FERGUSSON

•66•44•11

JOSH PHILLIPS1 (ALTERNATE FOR JAMES KEMP)

•111

1. Josh Phillips was appointed to the Board as an alternate director to James Kemp on 8 May 2025 and has attended all Board Meetings during his term.

Corporate Governance

ANNUAL REPORT 202570 | 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 eight director positions, including one alternate director. For the purposes of the NZX Listing Rules,

the Board has determined that, as at 30 June 2025, 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.

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 2025 is set out in the table below:

AS AT 30 JUNE 2025AS AT 30 JUNE 2024

POSITION

FemaleMaleDiverseFemaleMaleDiverse

DIRECTORS1

17-16-

SENIOR MANAGEMENT2

23-23-

EMPLOYEES1

,

2

122139111299-

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 2025WINTON LAND LIMITED | 71

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 FY25 shown in italics.

DIRECTORCOMPANY / ORGANISATIONPOSITION HELD

CHRIS MEEHAN

Korama Limited

Speargrass Holdings Limited

Nigel Carruthers Aviation 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

Gillies McIndoe Research Institute

Lightwire Advisory Board

Director



Director

Director

Director

Trustee

Member

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

Local: Residential Pty Limited

Millbray Management Platform Pty Limited

LogiSPACE Group Pty Limited

UI Holdings

UIB REIT Manager

IDA Holdings

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

STEVEN JOYCE

Joyce Advisory Limited

Icehouse Ventures Limited

The Icehouse Limited

Foodstuffs North Island Limited

New Zealand Media and Entertainment Limited

RCP New Zealand Limited

BMS Risk New Zealand Limited

Director and Shareholder

Director

Director

Director

Chair

Independent Board Advisor

Independent Board Advisor

GUY FERGUSSON

Australian Wildlife Conservancy

Centennial Partners Pty Limited

Buenos Advisory Pty Limited

Coota Super Pty Limited

Director

Director

Director

Director

JOSH PHILLIPS

TC Akarua 1 Pty Limited

TC Akarua 2 Pty Limited

Local: Residential Pty Limited

Director

Director

Director

GLEN TUPUHI

Hauraki Primary Health Organisation

Whakatupu Aotearoa Foundation

Tiratu Iwi Māori Partnership Board

Board Trustee (Deputy Chair)

Board Trustee

Hauraki Representative

There have been no Interest Register entries in respect of use of company information by directors.

Corporate Governance

ANNUAL REPORT 202572 | WINTON LAND LIMITED

Interests Register continued
During the year, the Board authorised the renewal of the Directors’ and Officers’ insurance cover as at 1 October 2024 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 2025, Winton had 36 New Zealand subsidiary companies and 2 Australian subsidiary companies.

Chris Meehan is a director of all 38 subsidiary companies.

Michaela Meehan is a director of the following 19 New Zealand subsidiary companies: Beaches Developments Limited, Bridesdale

Farm Developments Limited, Lakeside Developments 2017 Limited, Longreach Developments Limited, Marlborough Precinct Holdings

Limited, Marlborough Precinct Residential Limited, Northbrook Launch Bay Limited, Northbrook Retirement Villages Limited,

Northbrook Wānaka 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 Design Review Limited, Winton Group Holdings Limited and Winton Property Investments Limited.

Julian Cook is a director of the following 6 New Zealand subsidiary companies: Northbrook Retirement Villages Limited, Northbrook

Launch Bay Limited, Northbrook Wānaka Limited, Northbrook Avon Loop Limited, Northbrook Wynyard Limited and Northbrook

Arrowtown Limited.

Guy Fergusson is a director of the 2 Australian subsidiary companies: Francis Street Developments Pty Limited and Winton Partners

Bellbird Pty Limited.

Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments.

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 the senior

management team, as appropriate, to attend committee meetings. All directors have a standing invitation to attend the Audit

and Financial Risk Committee meetings and are regular attendees at these meetings throughout the year. 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 Board

acknowledges that Recommendations 3.3 and 3.4 of the NZX Code set out that at least a majority of the Nomination and

Remuneration Committee should be independent directors. Winton did not comply with these recommendations in FY24 or FY25, as

only two out of four directors on this committee are independent. The Board is comfortable that the composition of this committee

allows it to effectively discharge its duties, and since Chris Meehan is also the CEO, he declares conflicts of interest and stands down

from decisions relating to his own performance and remuneration.

ANNUAL REPORT 2025WINTON LAND LIMITED | 73

Corporate Governance
32 Jimmy’s Point,

Launch Bay

ANNUAL REPORT 202574 | WINTON LAND LIMITED

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. The senior management team are 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.

Control Transactions

The Board acknowledges that Recommendation 3.6 of the NZX Code sets out that the Board should establish appropriate protocols

that set out the procedure to be followed for a “control transaction”. Whilst at the date of this report, Winton does not comply with

this recommendation, a draft Takeover Response Protocol document is scheduled for review and approval by the Board in the 2025

calendar year.

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 the senior management team 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 and updated 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 FY25 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 26-34.

Climate-related Disclosures

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

Climate-related Disclosures for the financial year ended 30 June 2025 in compliance with the Aotearoa New Zealand Climate

Standards issued by the External Reporting Board (XRB) as required by the FMC Act. Winton’s FY25 Climate Statement is available

on Winton’s Website as a standalone document, along with the FY25 GHG Inventory Report.

Directors’ Dealings and Relevant Interests

There were no directors’ dealings in the Company’s financial products in FY25.

The details of the directors’ relevant interests in the Company’s financial products as at 30 June 2025 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 and Josh Phillips are appointed to the Board in their capacity as representative of substantial product

holder, TC Akarua 2 Pty Limited (as trustee of the TC Akarua Sub Trust), they do not hold a personal relevant interest in those shares.

ANNUAL REPORT 2025WINTON LAND LIMITED | 75

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

Refer to the Remuneration Report in this report starting at page 81.

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 treatment of a risk varies according to the nature and severity of that 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 12 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.

Corporate Governance

ANNUAL REPORT 202576 | WINTON LAND LIMITED

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 pre-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 continue to develop

and implement new or additional

operational strategies to operate

successful luxury retirement villages and

aged care offerings 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’s Director of Retirement, Julian Cook, is

the former CEO of one of New Zealand’s largest

retirement village operators, Summerset Group.

Winton also engages 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, an outage or human error

in releasing private data.

Winton’s systems are managed by qualified third

parties and appropriate cybersecurity controls are

in place.

System and internal controls are reviewed frequently

with new systems implemented as required.

Training and reinforcement of process is provided to

employees who have access to private data.

ANNUAL REPORT 2025WINTON LAND LIMITED | 77

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 operational 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.

FUNDING OF STRATEGIC

GOALS RISK

The risk of not being able to fund strategic

decisions.

Winton continually evaluates its existing balance

sheet position and future cashflows to prevent

cash shortages, securing additional equity or debt

funding as required.








Corporate Governance

ANNUAL REPORT 202578 | WINTON LAND LIMITED

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 Audit and Financial Risk Committee, 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.

Health and Safety

More information on Winton’s health and safety risks, performance and management can be found on page 33 of this report.

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 FY25 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.

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 to receive their communications electronically, including by email, and are actively encouraged to take

up this option.

Notice of Annual Shareholders’ Meetings

The Annual Meeting of Shareholders will again be run as a virtual-only meeting. It is expected to be held on Wednesday, 22 October

2025 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.

ANNUAL REPORT 2025WINTON LAND LIMITED | 79

OTHER DISCLOSURES
Donations

In addition to various sponsorship contributions, the Company (or subsidiaries) paid a total of $56,163 in donations for the year ended

30 June 2025. No donations were made to political parties, ballots or referendums.

NZX Waivers

The following approval and waiver from the NZX Listing Rules were relied upon by the Company during FY25:



NZ R

egCo 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 an 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 suspend voting rights in relation to the same.

Public exercise of NZX’s powers under Listing Rule 9.9.3 during FY25

Nil.

Corporate Governance

ANNUAL REPORT 202580 | WINTON LAND LIMITED

Remuneration Report
1. Remuneration Governance at Winton

Winton’s remuneration framework and policies are overseen by the Nomination and Remuneration Committee (the N&R Committee).

As at 30 June 2025, the N&R Committee comprised Steven Joyce (Chair), Guy Fergusson, James Kemp and Chris Meehan.

Two of the four members are independent directors. Management only attends N&R Committee meetings by invitation and

Chris Meehan does not attend any meetings where discussion or review is held on CEO remuneration.

It is the role of the N&R Committee to support and advise the Board in relation to all nomination, remuneration, recruitment and

retention matters, but is generally focused on directors, the CEO and senior management.

The N&R Committee operates under a written charter. The charter is available to view on the Winton’s Website. The internal

governance policies that provide context for the remuneration outcomes are the Remuneration Policy and the Board Charter.

2.

R

emuneration 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 N&R Committee carries

out its functions. The N&R Committee is to consider benchmark executive remuneration data as appropriate, with remuneration

of the CEO and other members of the senior management team to include 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 long term

incentive plans (described in more detail in section 3 of this Remuneration Report). The Nomination and Remuneration Committee

Charter and the Remuneration Policy were last updated, with the changes approved and adopted by the Board, in June 2024.

3


Ex

ecutive Remuneration

The senior management team (excluding the CEO) is remunerated with a mix of base salary, benefits and discretionary bonuses.

The senior management team and other eligible senior leaders in the business are participants in both long term incentive plans

described below.

Employee Share Option Plan

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

employees. Under the Winton ESOP, 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 gives 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.

Every employee of Winton as at the date of listing (17 December 2021) was included in the Winton ESOP, and all subsequent

employees are eligible to participate in that Winton ESOP after 12 months of continuous service.

In addition to the general Winton ESOP, 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.

Selected Employee Long Term Incentive Plan

In addition to the Winton ESOP, senior management and other eligible senior leaders of the Company are participants in a

specific long term incentive plan (the Senior LTI Plan). Participants are allocated a defined dollar quantum amount as approved

by the Board (the LTIP Amount). The relevant LTIP Amount will vest in full to the participant, conditional on a performance test

being met in respect of particular projects, prior to a specific deadline. Following vesting, the payment of the LTIP Amount to the

participant occurs over a payment period set by the Board.

Participants in the Senior LTI Plan must be permanent employees and are to remain employed by the Company to retain eligibility.

This Remuneration Report contains disclosure of the employees (other than employees who are directors) who received

remuneration and other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum, in

brackets of $10,000, as required by the Companies Act 1993.

4


CEO R

emuneration

Chris Meehan is the Chair of the Board of directors of the Company and received fees in that capacity in FY25 as outlined in the

summary of directors’ remuneration in section 6 of this Remuneration Report. In addition, in his executive role as CEO of the

Company, Chris Meehan’s remuneration for FY25 was $1,907,133. Mr Meehan did not receive any additional remuneration (including

any short term or long term incentives) during FY25 as CEO. By way of comparison, Mr Meehan received $105,650 in directors’

fees for FY24 and total remuneration in his executive role as CEO for FY24 of $1,844,774.

Mr Meehan’s terms of employment include an annual increase in line with the then relevant Consumer Price Index percentage.

The Nomination and Remuneration Committee reviews short and long term incentives for the CEO and senior management from

time to time and will provide any recommendations to the Board.

ANNUAL REPORT 2025WINTON LAND LIMITED | 81

Remuneration Report
5 Remuneration Bands

This Remuneration Report contains disclosure of the 43 employees or former employees (other than employees who are directors)

who received remuneration and any other benefits in their capacity as employees, the value of which was or exceeded $100,000

per annum during FY25, in brackets of $10,000, as required by the Companies Act 1993. Remuneration is calculated as inclusive of

salary and any discretionary bonuses received.

AMOUNT OF REMUNERATION

1

NUMBER OF EMPLOYEES2

$100,001 to $110,0006

$110,001 to $120,0005

$120,001 to $130,0001

$130,001 to $140,0003

$140,001 to $150,0001

$150,001 to $160,0003

$160,001 to $170,0001

$170,001 to $180,0001

$180,001 to $190,0002

$200,001 to $210,0001

$220,001 to $230,0001

$230,001 to $240,0001

$240,001 to $250,0005

$250,001 to $260,0003

$270,001 to $280,0001

$280,001 to $290,0001

$300,001 to $310,0001

$350,001 to $360,0002

$370,001 to $380,0001

$420,001 to $430,000

1

$470,001 to $480,000

1

$590,001 to $600,000

1

1. Remuneration does not include the grant of any options under the Winton ESOP or Senior 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 202582 | WINTON LAND LIMITED

6. Directors’ Remuneration
Directors’ remuneration is in the form of directors’ fees. The Board determines the level of fees paid to directors from a total

directors’ fee pool authorised by shareholders. The fee pool, approved by shareholders in November 2021, is $600,000.

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

2025, the base directors’ fees comprise an annual fee of $64,753 per annum (other than the Board Chair fee which is $107,921 per

annum) and an annual fee of $21,584 to chair the Audit and Financial Risk Committee and $12,951 to chair any other Board committee.

In November 2023, the Board approved an annual increase to the base fees on 1 October each year, by the increase in CPI

calculated prior to 1 October. On 27 June 2025, the Board resolved that, in the context of wider cost cutting measures at the

Company, it would not apply this increase for the 2025 calendar year. The next scheduled CPI adjustment is on 1 October 2026.

Remuneration received by each Board member for FY25 is set out in the following table:

DIRECTORROLEDIRECTOR FEES PAID IN FY25

CHRIS MEEHAN

Board Chair$107,354

MICHAELA MEEHAN

Non-executive Director$64,412

JULIAN COOK

Executive Director$64,412

GLEN TUPUHI

Independent Director$64,412

STEVEN JOYCE

Independent Director

Audit and Financial Risk Committee (Chair)

Nomination and Remuneration Committee (Chair)

$62,412

$21,471

$12,833

JAMES KEMP

Non-executive Director-

GUY FERGUSSON

Independent Director$64,412

JOSH PHILLIPS

Non-executive Director-

Julian Cook is a director of the Company and received fees in that capacity in FY25 as outlined above. In addition, in his executive

role as Director of Retirement for FY25, Mr Cook received remuneration of $162,949. Mr Cook did not receive any additional

remuneration (including any short-term or long-term incentives) during FY25 as Director of Retirement.

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 FY25.

ANNUAL REPORT 2025WINTON LAND LIMITED | 83

INVESTOR STATISTICS
20 Largest Registered Shareholders as at 30 June 2025

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.

Wānaka Partners, LLC13,602,3134.59

5.

0to60 Nominee Limited5,145,3561.73

6.

Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,731,9111.26

7.

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

8.

HWM (NZ) Holdings Limited2,091,0250.70

9.

Accident Compensation Corporation21,407,7550.47

10.

Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43

10.

Motutapu Investments Limited1,286,3390.43

11.

Forsyth Barr Custodians Limited890,5130.30

12.

Public Trust2860,2300.29

13.

Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24

14.

FNZ Custodians Limited539,6710.18

15.

Joseph Davenport & Shelley Davenport 514,5350.17

15.

Colin Ian Crombie & Heather Joy Hallam514,5350.17

16.

Forsyth Barr Custodians Limited 470,8000.16

1 7.

Citibank Nominees (NZ) Limited2448,5000.15

18.

Tea Custodians Limited2442,9920.15

19.

Leveraged Equities Finance Limited400,7000.14

20.

Mirrabooka Investments Limited387,4940.13

TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS

288,285,8249 7.1 7

BALANCE OF SHARES

8,327,9122.83

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 202584 | WINTON LAND LIMITED

Distribution of Shareholders
The distribution of the ordinary shares and registered shareholdings as at 30 June 2025 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

1 TO 1,000

10721.6648,2960.02

1,001 TO 5,000

16834.01451,0170.15

5,001 TO 10,000

7414.98554,9000.19

10,001 TO 50,000

8316.801,893,9100.64

50,001 TO 100,000

204.051,314,4420.44

100,001 AND OVER

428.50292,351,17198.56

TOTAL

494100.00296,613,736100.00

Geographical Spread of Shareholders

The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2025 is set out in the following table:

ORDINARY SHARESNUMBER OF

SHAREHOLDERS

SHAREHOLDERS %NUMBER OF SHARESSHARE %

AUCKLAND & NORTHERN REGION

16633.60199,737,32167.34

WELLINGTON & CENTRAL DISTRICTS

7314.783,956,8691.33

NELSON, MARLBOROUGH & CHRISTCHURCH

489.72334,3520.11

DUNEDIN & SOUTHLAND

5310.731,953,5460.66

HAMILTON & SURROUNDING DISTRICTS

6813.771,285,2080.43

OVERSEAS

8617.4089,346,44030.13

TOTAL

494100.00296,613,736100.00

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 2025

are as set out in the following table:

SUBSTANTIAL PRODUCT HOLDERNUMBER OF

SHARES WHEN

NOTICE WAS FILED

% OF SHARES

HELD AT DATE OF

NO

TICE

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 2025 was 296,613,736.

DIRECTORS’ STATEMENT

The Board is responsible for preparing the Annual Report. This report is dated 27 August 2025 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 2025WINTON LAND LIMITED | 85

Corporate Governance
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.

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/.

ANNUAL REPORT 202586 | 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

Josh Phillips

Senior Management Team

Chris Meehan, Chief Executive Officer

Simon Ash, Chief Operating Officer

Jean McMahon, Chief Financial Officer

Justine Hollows, General Manager Corporate Services

Duncan Elley, General Manager Project Delivery

Company Secretary

Justine Hollows

Registered Office

New Zealand:

Level 2, 11 Westhaven Drive

Cracker Bay

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 21 364 808

Website: www.winton.nz

Auditor

Ernst & Young

2 Takutai Square

Auckland 1010

New Zealand

Statutory Supervisor (Northbrook)

Covenant Trustee Services Limited

Level 6, 191 Queen Street

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.

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.nz@cm.mpms.mufg.com

Website: www.mpms.mufg.com

Australia:

MUFG Corporate Markets

Liberty Place

Level 41, 161 Castlereagh Street

Sydney, NSW 2000

Australia

Telephone: +61 1300 554 474

Email: support@cm.mpms.mufg.com

Website: www.mpms.mufg.com

Investors

investors@winton.nz

Directory

ANNUAL REPORT 2025WINTON LAND LIMITED | 87

33 Ayrburn Lakes,
Arrowtown

BC Northbrook Wānaka,

Northlake

ANNUAL REPORT 202588 | WINTON LAND LIMITED

ANNUAL REPORT 2025WINTON LAND LIMITED | 89

---

1. Business Update
ANNUAL RESULTS FY25

INVESTOR PRESENTATION

27 August 2025

Presenting Today
Jean McMahon

Chief Financial Officer

Chris Meehan

Chief Executive Officer

Northlake, Wānaka

2

Jimmy’s Point, Launch Bay Hobsonville Point
3

1.Business Update

2.Financial Overview

3.ESG Highlights

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 30 June 2025. 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 2025 onwards on existing projects based on management estimates and masterplans

current as at 30 June 2025. Target total units, target product mix and target settlement period may change, including due to planning outcomes and market demand;

5

Key Highlights

$155.4m

Revenue

For the 12 months ending 30 June 2025 (FY25):

$59.5m

Gross profit

38.3%

Gross profit margin

$10.3m

Net profit after tax

6.6%

N PAT ma rgin

$20.3m

Cash

c.5,750

Unit¹ landbank yield

266

Units delivered and settled

262

Employees

494

To t a l

shareholders

12

Masterplanned

Communities

20

Current projects

$248.0m

²

of gross pre-sales secured

877

Retirement living units yield

ACROSS 5 LOCATIONS

78%³

of portfolio (by units) are

residential lots

LIMITING EXPOSURE TO CONSTRUCTION

Business Highlights




Completed Stage One of Northbrook Wānaka and the first residents moved in.

The inaugural Ayrburn Classic was held at Ayrburn, attracting thousands of

attendees.

Sunfield development accepted into the Fast-track process, under the Fast-track

Approvals Act 2024.


Completed construction and opened Billy’s restaurant at Ayrburn.


Renovation and refurbishment of waterfront Cracker Bay Offices almost complete.


Pre-sale book continues to protect future revenues - $248.0m at 30 June 2025.

Completed construction of The Bakehouse and R.M. Produce and opened to the

public in December 2024.


Longstanding pre-sale strategy continued to deliver in a continued difficult property

market and very challenging economic conditions with 266 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.

R.M. Produce, Ayrburn


Ayrburn Screen Hub accepted into the Fast-track process, under the Fast-track

Approvals Act 2024.


Met year two requirements for the XRB Climate Standards and subsequent disclosures,

along with improving the data quality of the GHG inventory.

7
Significant landbank pipeline

Pipeline of c5,750 units remain to be delivered in future

years.

5,750+

Settlements include completed communities

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

Northlake, Wānaka

247

186

171

76

553

449

565

345

266

-

200

400

600

800

1,000

1,200

PriorFY18AFY19AFY20AFY21AFY22AFY23AFY24AFY25AFY25F+

80%
8%

2%

10%

8

Continued Momentum

Neighbourhood

Units settled

FY25

Units settled

FY24

Movement

Lakeside183209(26)

Beaches129(28)

North Ridge-17(17)

Northlake5858-

Launch Bay2429(5)

River Terrace-2(2)

Parnell-1(1)

Total

266345(79)

FY25 settlements across the residential portfolio.

Average residential

revenue per unit

(000’s)

$489$470$19

FY25 Sales

•In FY25, 16.9% of settlements comprised of constructed product

compared with 20.3% in FY24.

Settlements by product type

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

commercial units.

RESIDENTIAL

8

Residential Lots


Apartments


Commercial


Dwellings

FY25

settlements

by product

FY24

settlements

by product

83%

8%

9%

Residential Lots


Apartments


Commercial


Dwellings

9
Fast-track Approvals

Sunfield and Ayrburn Screen Hub progressing through the

approval process of Fast-track Approvals Act 2024.

Screen Hub, Ayrburn

(artist impression)

Sunfield, Auckland

•The Sunfield project has been accepted as a project under the Fast-track

Approvals Act 2024, a panel appointed, and an outcome is anticipated

around the end of the calendar year.

•Winton is working constructively with NZTA to integrate Mill Road Stage

2 into the development.

•If approval is granted, it is Winton’s intention to commence

development immediately.

Ayrburn Screen Hub, Arrowtown

•The Ayrburn Screen Hub is a proposed addition to the Ayrburn

masterplan. Offering an all-inclusive film studio enabling users to work

and stay onsite through filming, production, and post-production with

studio buildings, workrooms, office space for film departments, dressing

rooms, a screening room, and meeting space, with accompanying 185-

room accommodation for film workers and visitor accommodation when

there aren’t films in production.

•It has been accepted into the Fast-track process and well supported by

the community and film industry.

•Should the project receive resource consent, it will be a valuable part of

the Ayrburn masterplan, generating revenue from the Screen Hub and

incremental revenue growth of the hospitality precinct.

Sunfield, Auckland (artist impression)

Lakeside Te Kauwhata
•The remaining 151 land lots within Stage 3 settled in FY25, along with

the first 32 land lots in Stage 4.

•Works are continuing in the balance of Stage 4 with services, drainage,

roading and landscaping.

•The Stage 1 reserve area is being progressed to extend the walking and

cycle network within Lakeside.

•The Scott Road intersection upgrade with a new roundabout is nearing

completion, which will improve access into the development.


Launch Bay Hobsonville

•Completion of 30 apartments at Jimmy’s Point and settlement of pre-

sold apartments.

•All Launch Bay Townhouses and Ovation apartments sold.

Northlake

•Completion and settlement of the final 20 ALTA Villa Townhouses.

•The remainder of Stage 17 was completed and most have sold, leaving a

small number on the market.

•The first Stage 18 land lots were completed, titled and settled. Works

continue on the balance of Stage 18 including drainage, roading and

landscaping.

•A proposed plan change is underway to enlarge the size of Stage 19.

North Ridge Cessnock

•Preparatory works continue for planning approvals for Stage 7 onwards.

•Works have commenced on the upgrade of Wollombi Road between the

Cessnock CBD and North Ridge.

Winton’s longstanding pre-sale strategy continues to deliver, FY25 revenue

$130.3 million.

10

Residential development FY25

10

RESIDENTIAL

Northlake, WānakaLaunch Bay, Hobsonville Point

Lakeside, Te KauwhataNorth Ridge, Cessnock

Three-bedroom Residence, Northbrook Wānaka
•Northbrook Wānaka Stage One was completed in May 2025, with the first

residents moving in and starting their Northbrook lifestyle.

•Stage One consists of 18 3-bedroom residences and 14 2-bedroom

residences, totalling 32 residences. Sales of the remaining available

residences are steady and sales prices are meeting expectations.

•An experienced Village Manager has been appointed to Northbrook

Wānaka.

•The Northbrook Wānaka Wellness Spa is a luxurious amenity with a 13.5

metre heated swimming pool, sauna, boutique fitness studio, salon, and

treatment rooms. Construction is progressing at pace and on target for

completion by the end of this year.

Northbrook’s first residents move into Northbrook Wānaka.

11

Northbrook Wānaka

Stage One Complete

RETIREMENT

Residents’ Lounge, Northbrook Wānaka

Northbrook Arrowtown, Arrowtown
•High volumes of visitors to the Display Suite has continued. We are

working on improving the quality of leads.

•Excavation works have continued in prepartion for construction of the

first building.

•We are operating with discipline as we prepare for Stage One of

construction, using the timing of the property cycle to the project’s

advantage.

•Construction tenders have been received, and we are working through

final contractor selection.

12

Progress at Northbrook

Arrowtown

RETIREMENT

Using the timing of the property cycle to our advantage.

•The renovation and refurbishment of the
Cracker Bay office building is almost

complete, offering premium waterfront

facilities for tenants across four levels.

Leasing has progressed well with 71.4% of

Cracker Bay lettable area leased as at 30

June 2025.

•The last of the council resource consent

approvals were received for the wider

Cracker Bay and Northbrook Wynyard

Quarter precinct. The timing of construction

will be determined once market conditions

improve.

Cracker Bay waterfront office space is nearing completion, attracting like-minded

tenants with a connection to the water.

13

13

COMMERCIAL

•Ayrburn will attract over a million visitors this year and is on track to
be the most popular and most visited attraction in the region.

•In December, The Bakehouse and R.M. Prime Produce opened,

introducing a more casual dining experience, a bakery, a butchery, and

a retail space. The opening of The Bakehouse unlocked additional

event opportunities, particularly largescale functions, including

corporate events and weddings.

•In March, Ayrburn hosted the inaugural Ayrburn Classic, a two-day

celebration of motoring featuring vintage, classic and modern luxury

cars. Thousands of people attended and we look forward to the

second Ayrburn Classic in February 2026, which promises to be even

bigger and better than the first.

•Construction of Billy's restaurant and the adjoining conservatory were

completed in June, and the first customers welcomed. What was the

late 1800s Ayrburn Farm Homestead, is now home to Billy’s

restaurant, an experience of modern and refined Cantonese-inspired

cuisine.

•Looking ahead to FY26, the focus at Ayrburn is visitor growth, gaining

further efficiencies from the multi-venue site, continuing to build the

event pipeline, and continuing to deliver the high-end Ayrburn

experience to every person that visits.

Ayrburn’s first trading year was marked by significant

milestones and hundreds of thousands of people

experiencing the unique destination firsthand.

14

COMMERCIAL

The Loft, Ayrburn

Ayrburn Classic

•The vision for Billy’s was to maintain the original look on the exterior
while transforming the interior to another world, a celebration of old

and new.

•Adjoining the original homestead is The Conservatory, an ultimate

immersive outdoor dining experience, yet in the warmth of the

oversized glasshouse.

•Like the rest of Ayrburn, the landscaping and gardens around Billy’s is

thoughtful and abundant, offering a whimsical take on traditional

English and French gardens.

•Billy’s and the adjoining conservatory add event space for up to 132

people seated and a total of 200 people standing.

15

COMMERCIAL

15

FINANCIAL OVERVIEW
Northbrook, Wānaka

FY25 Financial Performance
We have continued to deliver pre-sold properties, complete new projects, and diversify our revenue streams.

17

Statement of Financial PerformanceFY25FY24

MovementNZ$m (unless indicated otherwise)Year EndedYear Ended

30-Jun-2530-Jun-24

Revenue

155.4

173.6

(18.2)

Cost of goods sold

(95.9)(103.3)7.4

Gross profit

59.5

70.3

(10.8)

Gross profit margin

38.3%

40.5%

(2.2%)

Fair value gain / (loss) on investment properties

5.1(1.7)6.8

Selling expenses

(4.5)(6.0)1.5

Property expenses

(1.9)(1.7)(0.2)

Employee benefits expense

(20.3)(17.4)(2.9)

Administrative expenses

(15.5)(12.7)(2.8)

Share-based payment expense

(1.2)(1.2)-

EBITDA

21.2

29.6

(8.4)

Depreciation and amortisation

(5.3)(3.5)(1.8)

Net interest income

(0.8)

1.4

(2.2)

Profit before income tax

15.1

27.5

(12.4)

Income tax expense

(4.8)(11.7)6.9

Profit after income tax

10.3

15.8

(5.5)

Basic earnings per share (cents)

3.48

5.31

(1.83)

Financial Performance

•Winton has delivered revenue of $155.4 million, 10.5% down from $173.6 million

in FY24. A total of 266 units were settled, a decrease of 79 units.

•Cost of goods sold of $95.9 million is lower than FY24 by $7.4 million or 7.2%.

Although there was a lower proportion of built product settled by volume in FY25,

the cost per unit was higher as the built product was more premium than the built

product settled in FY24.

•Commercial revenue increased by $13.7 million in FY25 due to Ayrburn

contributing 12 months of trading compared to the previous period when it was

only open for 7 months.

•A fair value gain of $5.1 million resulted from the revaluation of commercial assets

and retirement land within the investment properties portfolio. This compares to

a loss of $1.7 million in FY24.

•Selling expenses were lower in FY25 by 26.3% due to reduced sales commission

and marketing spend.

•Employee benefits expense increased by $3.0 million in FY25 with Ayrburn trading

for an additional five months.

•Administrative expenses increased by $2.7 million with an increase in legal costs

of $2.4 million and other administrative expenses of $2.3 million due to the

growth of Winton’s operations. This was offset by a decrease in establishment

costs of $2.2 million. Establishment costs are those costs incurred in relation to

the pre-opening of Ayrburn venues, and these include branding, marketing,

recruitment, and employee training.

17

Financial Position
•Cash balances remain strong at $20.3 million.

•Winton entered into a $18.3 million debt facility secured against the completed

office building and marina complex at Cracker Bay in November 2024. The facility

has a term of 12 months, with the ability to extend for a further 2 years. In

February 2025, Winton entered into a new borrowing facility in respect of its

Sunfield project. The facility limit is $22.5 million, including accrued interest, with

a term of 18 months. In March 2025, Winton entered into a new borrowing facility

in respect of its Northlake Stage 18 project. The facility limit is $22.5 million,

including accrued interest, with a term of 2 years. Winton has no recourse debt at

the group level and all other properties (excluding Lakeside) across the group

remain unencumbered

•Inventories have decreased from FY24 due to units settling.

•An increase in investment properties of $81.0 million represents progress at

Northbrook Wānaka and Northbrook Wynyard Quarter.

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

completion of the last two venues at Ayrburn in FY25, the Bakehouse and Billy’s.

We note that property, plant, and equipment are held at cost less accumulated

depreciation.

•Revenue in advance and Residents’ loans reflect the opening of Northbrook

Wānaka in May 2025 and will be recognised over the average expected occupancy

of residents.

FY25 Financial Position

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

Statement of Financial PositionFY25FY24

NZ$m (unless indicated otherwise)As atAs at

Movement

30-Jun-2530-Jun-24

Cash and cash equivalents

20.341.7(21.4)

Inventories

225.7247.3(21.6)

Investment properties

358.4277.481.0

Property, plant and equipment

93.479.813.6

Other assets

6.27.8(1.6)

Total assets

704.0

654.050.0

Accounts payable and other liabilities

34.944.6(9.7)

Borrowings

99.464.035.4

Taxation payable

0.35.8(5.5)

Revenue received in advance

0.8-0.8

Residents’ loans

13.0-13.0

Deferred tax liabilities

24.420.14.3

Total liabilities

172.8

134.538.3

Net assets

531.2

519.511.7

NTA cents per share

178.6174.54.1

18

FY25 Statement of Cash Flows
Winton maintains a strong cash position.

19

Statement of CashflowsFY25FY24

NZ$m (unless indicated otherwise)

Year EndedYear Ended

Movement

30-Jun-2530-Jun-24

Cash flows from operating activities

Receipts from customers

155.2173.6(18.4)

Receipts from new occupational right agreements

13.8-13.8

Payment to suppliers and employees

(93.6)(103.7)10.1

Development land purchases

(25.4)(25.4)-

Other operating activities

(7.7)(30.2)22.5

Net cash flows from operating activities

42.314.328.0

Cash flows from investing activities

Investment property purchases

(72.6)(56.9)(15.7)

Acquisition of property, plant and equipment

(19.5)(42.1)22.6

Other investing activities

0.7(0.8)1.5

Net cash flows from investing activities

(91.4)(99.8)8.4

Cash flows from financing activities

Net proceeds of borrowing

27.760.1(32.4)

Dividends paid to shareholders

-(8.0)8.0

Payment of lease and other liabilities

-(1.2)1.2

Net cash flows from financing activities

27.750.9(23.2)

Net increase in cash and cash equivalents

(21.4)(34.6)13.2

Cash and cash equivalents at beginning of the period

41.776.3(34.6)

Cash and cash equivalents at the end of the period

20.341.7(21.4)

Cashflows

•Net operating cashflows have increased by $28.0 million due to the

commencement of the sale of occupational right agreements at Northbrook

Wanaka, a reduction in tax paid and a reduction of payments to suppliers and

employees due to less works onsite in FY25.

•Development land purchases relate to Sunfield land deposit payments.

•Investing activity outflows have decreased due to less purchasing activity of

investment property and property, plant and equipment in FY25. Investment

property purchases mainly relate to Northbrook Wanaka Stage 1 and Wynyard

early works. Property, plant and equipment mainly relates to Ayrburn Precinct,

with the completion of Bakehouse and Billy’s during FY25.

•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.

19

ESG HIGHLIGHTS
Ayrburn, Arrowtown

9
Supported local, 93% of onsite works went to local businesses.

ESG Highlights FY25

4

5

8

10

Completed the recreation of the last heritage building at Ayrburn, the

original Ayrburn homestead.

3

Improved data quality of GHG emissions inventory, including the reduction

in the reliance on spend-based emission factors by 14.47%.

Improved Health and Safety TRIR to 2.2 in FY25, from 3.0 in FY24.

Created more job opportunities at Ayrburn with the introduction of new

venues, increasing the total number of employees at Winton to 262 people.

6

Implemented further initiatives to continue to improve water quality of Mill

Creek, Ayrburn.

7

Sponsored numerous initiatives in the communities that Winton operates in.

2

Completed fourth year of GHG reporting with reasonable assurance for

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

Funded $4.7m in development contributions, which will improve

infrastructure and support the communities that Winton operates in.

1

Completed and disclosed second year of Climate-Related Disclosures.

21

Lakeside, Te Kauwhata

21

MARKET AND OUTLOOK
Northbrook Wanaka, Northlake

1,800
2,200

2,600

3,000

3,400

3,800

4,200

4,600

5,000

5,400

JanFebMarAprMayJunJulAugSeptOctNovDec

Building consents issued¹

800,000

900,000

1,000,000

1,100,000

1,200,000

1,300,000

Quarters ending

Volume of ready-mix concrete (m³)¹

Quarterly Volume2015-2025 Average

Construction Costs Remain High

Net migration at record lows (excluding COVID)Building Consents Remain Subdued

Market and Outlook

The property market has remained subdued in many parts of New Zealand, particularly Auckland, and the economy has

continued to struggle.

Notes: 1. New Zealand Property Report REINZ – 15 July 2024. 2. RITANZ, Centrix – 31 October 2024. 3. Data has been sourced from StatsNZ. 4. Cordell Construction Cost Index Quarter 2, 2025, New

Zealand

33.8% decline

from Dec-21

23

Volume of Ready-Mix Concrete Remains in Decline

-3

-2

-1

0

1

2

3

4

5

6

Cordell Construction Cost Index – Monthly Change

-40,000

-20,000

0

20,000

40,000

60,000

80,000

100,000

20152016201720182019202020212022202320242025

Annual Net Migration below long term averages¹

Annual net migrationAverage net migration 2015-2025

2021

2022

2023

2025

2024

Long-run average, 2000-present

Unemployment Continues to Increase, 5.2 as at June 2025
Market and Outlook

24

Unemployment continues to increase, and we maintain our view that the residential property market is unlikely to substantially

turn around until after unemployment has peaked.

24

Chart Data Source: Statistics NZ

6.1

6.2

6

6.1

6

6.1

6.46.4

6.7

6.3

5.8

6

5.8

5.7

5.6

5.35.3

5.55.55.5

5.7

5

5.3

5.1

5

5.3

4.94.9

4.7

4.5

4.4

4.6

4

4.3

4.2

4

4.14.1

4.2

4.1

5.2

4.9

4.6

4

3.3

3.23.2

3.33.3

3.43.4

3.6

3.9

4

4.4

4.6

4.8

5.15.1

5.2

0

1

2

3

4

5

6

7

8

Sept-10

Dec-10

Mar-11

Jun-11

Sept-11

Dec-11

Mar-12

Jun-12

Sept-12

Dec-12

Mar-13

Jun-13

Sept-13

Dec-13

Mar-14

Jun-14

Sept-14

Dec-14

Mar-15

Jun-15

Sept-15

Dec-15

Mar-16

Jun-16

Sept-16

Dec-16

Mar-17

Jun-17

Sept-17

Dec-17

Mar-18

Jun-18

Sept-18

Dec-18

Mar-19

Jun-19

Sept-19

Dec-19

Mar-20

Jun-20

Sept-20

Dec-20

Mar-21

Jun-21

Sept-21

Dec-21

Mar-22

Jun-22

Sept-22

Dec-22

Mar-23

Jun-23

Sept-23

Dec-23

Mar-24

Jun-24

Sept-24

Dec-24

Mar-25

Jun-25

Unemployment Rate, Sep 2010 - June 2025 (quarterly)

Jimmy’s Point, Launch Bay
Market and Outlook

•Unemployment continues to increase, net migration is at the lowest

it has been in over 10 years and ready-made concrete volumes are

below the 10-year average. However, there are some positive signs

in Winton’s operating environment, including a declining Official

Cash Rate, increased competition amongst suppliers, lower labour

costs, and a rise in the number of houses sold compared to the

prior year, with the Queenstown-Lakes District outperforming the

rest of the country.

•In our view, given the current economic environment and property

market, it is a prudent time to avoid taking risks and conserve our

resources until the economy and market begin to turn around. We

will continue to operate with discipline. In the near term, this

means focusing primarily on Sunfield and Winton’s South Island

operations and developments, where the market has remained

buoyant.

•We will be judicious in committing further capital to projects until

we have conviction that the market has a positive outlook. We

maintain our view that we don’t expect this to occur until after

unemployment has peaked.

•We remain cautious but confident moving into FY26.

Winton is navigating the recession as well as possible and positioning the Company optimally to benefit from an improving

property cycle.

25

QUESTIONS
Ayrburn Lakes and Ayrburn Homestead (Billy’s)

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 2025.

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

28

Senior Management Team
Jean McMahon

Chief Financial Officer

Chris Meehan

Chief Executive Officer

APPENDIX 1

29

Simon Ash

Chief Operating Officer

Justine Hollows

General Manager,

Corporate Services

Duncan Elley

General Manager,

Project Delivery

---

GHG EMISSIONS
INVENTORY REPORT

FY25winton.nz

About this report
This report covers Winton’s GHG Emissions

Inventory for FY25 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 2025

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 2, 11 Westhaven Drive,

Cracker Bay,

Auckland 1010

L

isted on the NZX and ASX

Introduction

FC Ayrburn Lakes,

Arrowtown

01 Beaches,

Matarangi

WINTON LAND LIMITED | 01GHG EMISSIONS INVENTORY REPORT FY25

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

of Directors (Board), management and other intended

users, including regulators, the 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, FY23 and FY24 with commentary.

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 prepares and discloses 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 c5,750 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 FY25 it had a full year of trading at its

hospitality precinct called Ayrburn, opened new venues at

Ayrburn, completed the Cracker Bay Offices and completed

Stage One of Northbrook Wānaka.

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

1

2 months ending 30 June 2025 and comparable periods of

FY22, FY23 and FY24. Last financial year, Winton updated

its base year to FY24 to better reflect the change that has

occurred to the business, adding commercial and retirement

segments, 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 are not comparable to the FY24 and FY25

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 Greenhouse Gas Protocol: A Corporate

Accounting and Reporting Standard (Revised Edition)


(‘the GHG Protocol’) and ISO Standard 14064-1:2018.

GHG Emissions Inventory Report FY25

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 FY25

1.5 Boundary
Organisational boundaries were set with reference to the

methodology described in the GHG Protocol and ISO

14064-1:2018 standards.

S

cope 1, Scope 2 and Scope 3 emissions have been included

in FY25 inventory, prior years 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.

T

he Senior Management team provides resources and

budget for data collection, data processing, and inventory

report development.

The Sustainability Working Group supports the lead

author of this report, and is made up of senior people from

across the business, to consistently improve the 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.

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

Equity share: t

he organisation accounts for its portion of GHG emissions and/or removals from respective facilities.

WINTON LAND LIMITED | 03GHG EMISSIONS INVENTORY REPORT FY25

Winton’s FY25 GHG Inventory Summary
Winton’s GHG emissions are measured in tonnes of carbon

dioxide equivalent (tCO₂e). The total FY25 emissions were

20,735.86 tCO₂e, a 16% decrease from FY24’s total of

24,807.77 tCO₂e.

Scope 1 emissions (category 1 direct emissions) increased

88% to 337.01 tCO₂e, attributable to an increase in emissions

from stationary combustion at Ayrburn. Scope 2 emissions

(category 2 indirect emissions from imported energy)

increased 148% to 144.93 tCO₂e due to increased electricity

consumption at Ayrburn and higher emission factors for NZ

electricity for 2025. Ayrburn traded the full 12 months in FY25

and added additional venues, compared to 7 months in FY24

with fewer venues, increasing Scope 1 and Scope 2 emissions.

Scope 3 emissions decreased 18% to 20,253.91 tCO₂e,

representing 97.7% of Winton’s GHG emissions for FY25,

reflecting a decrease in category 3 emissions by 25% and

category 4 emissions by 18%. The category 3 reduction is

from higher business travel in FY24 and lower emissions from

employee commute in FY25, relating to lower FTE headcount

in Auckland. The category 4 reduction reflects an improvement

in data accuracy by reducing Winton’s reliance on spend-based

factors by 14.47% and lower construction activity in FY25

compared to FY24. During FY25, Winton calculated emissions

from on-site contractors’ fuel and waste using data from the

contractors. As a result, this reduced emissions from purchased

goods and services and increased emissions from purchased fuel

and energy-related activities to 1,281.27 tCO₂e, and emissions

from waste and recycling increased to 575.46 tCO₂e.

While total emissions decreased 16% compared to FY24, the

decrease is primarily due to improvements in data accuracy

and reduced construction activity. Carbon intensity decreased

from 142.9 tCO₂e for every $1 million revenue in FY24 to 133.4

tCO₂e for every $1 million revenue in FY25. While this shows

a decrease in intensity, the reduction relates to improvements

in data accuracy and lower spend during FY25. We expect

improvements in data accuracy to continue to reduce emissions,

but emissions relating to business activity are expected to

fluctuate over time, depending on construction activity.

SCOPE 1 – CATEGORY 1

337.01 tCO₂e

1.6%

SCOPE 2 – CATEGORY 2

144.93 tCO₂e

0.7%

20,114.23

97.0%

139.69 tCO₂e

0.7%

SCOPE 3 – CATEGORY 3SCOPE 3 – CATEGORY 4

20,735.86

Tonnes of CO₂e

Direct emissions from mobile

and stationary combustion

D

irect emissions from

electricity consumption

Indirect emissions from

transportation

I

ndirect emissions

from products used

by organisation

WINTON LAND LIMITED | 04GHG EMISSIONS INVENTORY REPORT FY25

Table 1: GHG Emissions FY25 Inventory Summary
GHG

Protocol

Category

(ISO 14064-1:2018)

FY25

TCO₂e

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Scope 1Category 1: Direct emissions 337.01 179.0876.73

72.18

Scope 2

Category 2: Indirect emissions from imported energy

(location-based method*)

144.93 58.5418.0211.16

Scope 3

Category 3: Indirect emissions from transportation 139.69 187.11166.2095.11

Category 4: Indirect emissions from products used by organisation20,114.2324,383.04116.226.45

Total direct emissions337.01179.0876.7372.18

Total indirect emissions*20,398.8524,628.69300.44112.72

Total gross emissions*20,735.8624,807.77377.17184.90

Total net emissions20,735.8624,807.77377.17184.90

Carbon Intensity – Revenue $M/tCO₂e

133.4142.9n/an/a

*Emissions are reported using a location-based methodology.

Winton does not have any emissions data for direct CO₂ emissions from biologically sequestered carbon. Carbon intensity has not been included for FY23 and FY22 as Total net

emissions for these two years didn’t include material Scope 3 emissions and therefore not comparable to FY24 and FY25.

WINTON LAND LIMITED | 05GHG EMISSIONS INVENTORY REPORT FY25

Table 2: Category 1 – Scope 1 Direct Emissions
Category

(ISO 14064-1:2018)

FY25

TCO₂e

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Category: 1 Direct emissions

Total stationary combustion 210.32 57.840.00

0.00

Total mobile combustion (incl. company owned or leased vehicles) 126.69 121.2476.7372.18

Total Scope 1 Emissions 337.01 179.0876.7372.18

Category 1 emissions increased 88% to 337.01 tCO₂e due to an increase in stationary combustion from the use of LPG and

firewood. In FY25, Ayrburn was open for a full year of operation, compared to 7 months in FY24, and added new venues.

Table 3: Category 2 – Scope 2 Indirect Emissions

Category

(ISO 14064-1:2018)

FY25

TCO₂e

FY24

TCO₂e

FY23

TCO₂e

FY22

TCO₂e

Category 2: Indirect emissions

Imported electricity 144.93 58.54

18.0211.16

Total Scope 2 Emissions (Location Based) 144.93

58.54 18.0211.16

Total Scope 1 and Scope 2 481.93 237.62

94.7583.34

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

Category 2 emissions increased 148% to 144.93 tCO₂e, reflecting an increase in electricity used at Ayrburn from a full year of trading

(compared to 7 months in FY24) and additional venues opening in FY25, along with a 59% increase in tCO₂e per kWh of electricity

in FY25. The increased MFE emission factors for electricity in 2025 are driven by a higher proportion of fossil fuels used in New

Zealand’s energy generation in FY25 compared to FY24.

WINTON LAND LIMITED | 06GHG EMISSIONS INVENTORY REPORT FY25

Table 4: Category 3 and Category 4 – Scope 3 Emissions
Category

(ISO 14064-1:2018)

FY25

TCO₂e

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Category 3: Indirect emissions from transportation

Business travel – Transport (non-company owned vehicles) 75.74 111.15

107.2662.12

Business travel – Accommodation 1.82 5.83

4.341.72

Employee commuting 61.85 69.954.5330.66

Working from home0.000.230.070.61

Client and visitor transport 0.27 ---

Total Category 3 Emissions

139.68 187.11 166.20 95.11

Category 4: Indirect emissions from products used by organisation

Purchased fuel and energy related activities 1,281.27 0.32 0.000.00

Purchased goods and services18,247.05 24,274.40 11.71 -

Disposal of solid waste – Landfilled 460.61 78.26 63.90 5.21

Disposal of solid waste – Not landfilled 2.07 0.73 0.00 0.22

Transmission of energy (T&D losses) 10.45 4.54 2.75 1.02

Recycling process 112.78 24.79 37.86 -

Total Category 4 Emissions

20,114.23 24,383.04 116.226.45

Total Scope 3 Emissions

20,253.91 24,570.15 282.42101.56

Scope 3 emissions decreased 18% from 24,570.15 tCO₂e in FY24 to 20,253.91 tCO₂e in FY25, as a result of category 3 and category 4

emissions decreasing.

Category 3 emissions decreased 27% to 139.69 tCO₂e in FY25, mainly attributable to less business travel and lower emissions from

employee commute due to a reduced FTE headcount in Auckland.

The decrease in category 4 emissions was mainly attributable to improved data accuracy, where activity data for fuel and waste

was collected from all onsite contractors, reducing the reliance on spend-based emission factors, and lower construction activity

compared to FY24. As a result, purchased goods and services decreased 25%, emissions from purchased fuel and energy-related

activities increased to 1,281.27 tCO₂e, and emissions from waste and recycling increased to 575.46 tCO₂e. The net outcome was an


18% decrease in category 4 emissions from indirect emissions from products used by the organisation, and an 18% decrease in total

S

cope 3 emissions. Where fuel and waste are the most material emission sources for a contractor, they are no longer included in

purchased goods and services.

WINTON LAND LIMITED | 07GHG EMISSIONS INVENTORY REPORT FY25

Table 5: GHG Breakdown – TCO₂e and Tonnes
Category

(ISO 14064-1:2018)

GHG emissions

TCO₂e

GHG emissions

TONNES

Scope 1

CO₂e 308.40 308.40

CH₄ 23.41 0.87

N₂O 5.19 0.02

Subtotal337.00

Scope 2 (location based)

CO₂e 140.89 140.89

CH₄ 3.70 0.14

N₂O 0.28 0.00

Subtotal

144.87

Scope 3

CO₂e 19,764.16 19,764.16

CH₄ 464.90 17.22

N₂O20.110.074

Subtotal

20,249.17

The subtotals of the above table are likely to differ from subtotals shown in other tables due to rounding.

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

WINTON LAND LIMITED | 08GHG EMISSIONS INVENTORY REPORT FY25

02 Northbrook,
Wānaka

WINTON LAND LIMITED | 09GHG EMISSIONS INVENTORY REPORT FY25

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. Global Warming Potentials (GWP) from the IPCC sixth

assessment report (AR6) have been used for 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 FY25 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 May 2025.

FY25 Sources of Emission Factors

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

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.

New Zealand Ministry for the Environment. MFE Guidance for Voluntary Greenhouse Gas Reporting. Wellington, New Zealand. (MFE (2025))

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

reporting. London, United Kingdom. (DESNZ (2024))

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

Toitū Environcare, internally derived using MFE and MBIE databases.

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. Emission

factors for electricity and T&D losses are updated annually by MFE.

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 factors, category selection, and business units.

The emission factor is selected based on the following, 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.

Scope 3 spend-based emission factors are used when the dollars spent are the only available activity data. To ensure consistency

between periods and types of activities, an internal document captures definitions of the spend-based emission factors used.

Spend-based emissions are adjusted for inflation.

WINTON LAND LIMITED | 10GHG EMISSIONS INVENTORY REPORT FY25

2.4 Exclusions
Winton has not excluded any facilities, operations, or assets from the FY25 inventory.

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 minimis and, therefore, excluded from the inventory.

This was specific to spend-based activity, and 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 FY25.

3. Assurance of GHG emissions

Winton engaged Deloitte Limited to provide reasonable assurance for Scope 1 and 2 emissions and limited assurance for Scope 3

emissions for FY24 and FY25. The GHG emissions assurance report is included on page 15.

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 emissions.

Prepared by: Sonya Fynmore, Sustainability and External Relations Manager

Prepared for: Winton Land Limited

For the period: 1 July 2024 – 30 June 2025

Approved by:

Chris Meehan


Chair and CEO

27 A

ugust 2025

Steven Joyce

Audit and Financial Risk Committee Chair

WINTON LAND LIMITED | 11GHG EMISSIONS INVENTORY REPORT FY25

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

• LPG Data was sourced from the supplier

whom also confirmed the total L usage.

Firewood• All data was sourced from supplier records,

a calculation was performed on the average

weight of green cut wood against the cubic

metres ordered to arrive at the total tonne.

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:


P

etrol – 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 diff

erent billing cycle

and therefore do not all cut off exactly at

the end of a financial period – due to this,

a calculation to prorate the total kwH not

relevant to FY25 has been used and that data

removed from any FY25 reported data.

WINTON LAND LIMITED | 12GHG EMISSIONS INVENTORY REPORT FY25

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.

• 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 – as a conservative approach, the emission

factor for taxi-regular petrol has been used.

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.

WINTON LAND LIMITED | 13GHG EMISSIONS INVENTORY REPORT FY25

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.

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.

D

ata was obtained from

Winton’s largest food

supplier and applied to

Market Economics Limited

(2023) emission factors,

where possible, to improve

the accuracy of emissions

from Ayrburn’s purchased

food and beverages and

therefore reduce the

reliance on the blended

average emission factors

used in FY24. The blended

average emission factor

used for the remaining food

and beverage spend was

also improved and is still

entered as a pre-calculated

amount (tCO₂e).

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

• 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.

Recycling

process

Recycling – 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).

CO₂

• All data was sourced from supplier reports

provided quarterly that detail the total cyclinders

and quantity consumed.

BC Ayrburn Lakes,

Arrowtown

WINTON LAND LIMITED | 14GHG EMISSIONS INVENTORY REPORT FY25



Independent Assurance Report on Winton Land Limited’s Greenhouse Gas (‘GHG’) Emissions Inventory

ZĞƉŽƌƚ



dŽƚŚĞ ^ŚĂƌĞŚŽůĚĞƌƐŽĨtŝŶƚŽŶ>ĂŶĚ>ŝŵŝƚĞĚ



tĞŚĂǀĞƵŶĚĞƌƚĂŬĞŶĂƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚƌĞůĂƚŝŶŐƚŽ^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐĂŶĚĂ

ůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚƌĞůĂƚŝŶŐƚŽ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐǁŝƚŚŝŶƚŚĞ','ŵŝƐƐŝŽŶƐ/ŶǀĞŶƚŽƌLJ

Report (the ‘','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ’) of Winton Land Limited (the ‘ŽŵƉĂŶLJ’) and its subsidiaries (the ‘'ƌŽƵƉ’) for the year

ĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρ͕ĐŽŵƉƌŝƐŝŶŐƚŚĞĞŵŝƐƐŝŽŶƐ ŝŶǀĞŶƚŽƌLJĂŶĚƚŚĞ ĞdžƉůĂŶĂƚŽƌLJŶŽƚĞƐƐĞƚ ŽƵƚŽŶƉĂŐĞƐϬϭƚŽϭκ͘ 



dŚĞ','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚƉƌŽǀŝĚĞƐŝŶĨŽƌŵĂƚŝŽŶĂďŽƵƚƚŚĞŐƌĞĞŶŚŽƵƐĞŐĂƐĞŵŝƐƐŝŽŶƐŽĨƚŚĞ'ƌŽƵƉ ĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞ

ϮϬϮρĂŶĚŝƐďĂƐĞĚŽŶŚŝƐƚŽƌŝĐĂůŝŶĨŽƌŵĂƚŝŽŶ͘dŚŝƐŝŶĨŽƌŵĂƚŝŽŶŝƐƐƚĂƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨ/ŶƚĞƌŶĂƚŝŽŶĂů

^ƚĂŶĚĂƌĚ/^KϭκϬςκͲϭ'ƌĞĞŶŚŽƵƐĞŐĂƐĞƐ–WĂƌƚϭ͗^ƉĞĐŝĨŝĐĂƚŝŽŶǁŝƚŚŐƵŝĚĂŶĐĞĂƚƚŚĞŽƌŐĂŶŝƐĂƚŝŽŶůĞǀĞůĨŽƌƋƵĂŶƚŝĨŝĐĂƚŝŽŶĂŶĚ

ƌĞƉŽƌƚŝŶŐŽĨŐƌĞĞŶŚŽƵƐĞŐĂƐĞŵŝƐƐŝŽŶƐĂŶĚƌĞŵŽǀĂůƐĂŶĚƚŚĞ'ƌĞĞŶŚŽƵƐĞ'ĂƐWƌŽƚŽĐŽů͗ŽƌƉŽƌĂƚĞĐĐŽƵŶƚŝŶŐĂŶĚZĞƉŽƌƚŝŶŐ

^ƚĂŶĚĂƌĚ ;ZĞǀŝƐĞĚĚŝƚŝŽŶ Ϳ;ĐŽůůĞĐƚŝǀĞůLJthe ‘ƉƉůŝĐĂďůĞƌŝƚĞƌŝĂ’)͘



ZĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞŽƉŝŶŝŽŶĨŽƌ^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐ



In our opinion, the Scope 1 and 2 GHG emissions and related disclosures within the Group’s GHG Inventory Report for ƚŚĞLJĞĂƌ

ĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρŚĂǀĞďĞĞŶƉƌĞƉĂƌĞĚ͕ŝŶĂůůŵĂƚĞƌŝĂůƌĞƐƉĞĐƚƐ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞƉƉůŝĐĂďůĞ

ƌŝƚĞƌŝĂ͘



>ŝŵŝƚĞĚ ĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶĨŽƌ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐ



ĂƐĞĚŽŶƚŚĞƉƌŽĐĞĚƵƌĞƐǁĞŚĂǀĞƉĞƌĨŽƌŵĞĚĂŶĚƚŚĞĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚ͕ŶŽƚŚŝŶŐŚĂƐĐŽŵĞƚŽŽƵƌĂƚƚĞŶƚŝŽŶƚŚĂƚ

causes us to believe that the Scope 3 GHG emissions and related disclosures within the Group’s GHG Inventory Report for the

LJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρŚĂǀĞŶŽƚďĞĞŶƉƌĞƉĂƌĞĚ͕ŝŶĂůůŵĂƚĞƌŝĂůƌĞƐƉĞĐƚƐ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞ

ƉƉůŝĐĂďůĞƌŝƚĞƌŝĂ͘



ĂƐŝƐĨŽƌƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞŽƉŝŶŝŽŶĂŶĚůŝŵŝƚĞĚ ĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶ 



tĞĐŽŶĚƵĐƚĞĚŽƵƌĞŶŐĂŐĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶƚĞƌŶĂƚŝŽŶĂů^ƚĂŶĚĂƌĚŽŶƐƐƵƌĂŶĐĞŶŐĂŐĞŵĞŶƚƐ;EĞǁĞĂůĂŶĚͿϯκϭϬ͗

ƐƐƵƌĂŶĐĞŶŐĂŐĞŵĞŶƚƐŽŶ'ƌĞĞŶŚŽƵƐĞ'ĂƐ^ƚĂƚĞŵĞŶƚƐ(‘/^;EͿϯκϭϬ’) issued by the New Zealand Auditing and Assurance

^ƚĂŶĚĂƌĚƐŽĂƌĚ(‘EƵ^’)͘ 



tĞďĞůŝĞǀĞƚŚĂƚƚŚĞĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞ

ŽƉŝŶŝŽŶĨŽƌƚŚĞ^ ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐĂŶĚůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶĨŽƌƚŚĞ^ ĐŽƉĞϯ ','

ĞŵŝƐƐŝŽŶƐ ĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐ͘



KƚŚĞƌ ŵĂƚƚĞƌ–ƐĞƉĂƌĂƚĞ'ƌŽƵƉ ůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐ;also referred to as ‘ClimateͲrelated Disclosures’)



dŚĞ'ƌŽƵƉŚĂƐĂůƐŽƉƌĞƉĂƌĞĚ'ƌŽƵƉ ůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρǁŚŝĐŚŝŶĐůƵĚĞƐƐŽŵĞ','ĞŵŝƐƐŝŽŶƐ

ŝŶĨŽƌŵĂƚŝŽŶĚŝƐĐůŽƐĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƌĞƋƵŝƌĞŵĞŶƚƐŽĨdŚĞŽƚĞĂƌŽĂEĞǁĞĂůĂŶĚůŝŵĂƚĞ^ƚĂŶĚĂƌĚƐ͘tĞŚĂǀĞƉĞƌĨŽƌŵĞĚĂ

ƐĞƉĂƌĂƚĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚEĞǁĞĂůĂŶĚ^ƚĂŶĚĂƌĚŽŶƐƐƵƌĂŶĐĞŶŐĂŐĞŵĞŶƚƐϭ͗ƐƐƵƌĂŶĐĞ

ŶŐĂŐĞŵĞŶƚƐŽǀĞƌ'ƌĞĞŶŚŽƵƐĞ'ĂƐŵŝƐƐŝŽŶƐŝƐĐůŽƐƵƌĞƐŝƐƐƵĞĚ ďLJƚŚĞdžƚĞƌŶĂůZĞƉŽƌƚŝŶŐŽĂƌĚŽǀĞƌƐĞůĞĐƚĞĚ','ĚŝƐĐůŽƐƵƌĞƐ

ŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞ'ƌŽƵƉůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐ͘dŚĞ'ƌŽƵƉůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐƚŽŐĞƚŚĞƌǁŝƚŚŽƵƌƐĞƉĂƌĂƚĞĂƐƐƵƌĂŶĐĞƌĞƉŽƌƚŝƐ

ĂǀĂŝůĂďůĞĂƚŚƚƚƉƐ͗ͬͬŝŶǀĞƐƚŽƌƐ͘ǁŝŶƚŽŶ͘ŶnjͬŝŶǀĞƐƚŽƌͲĐĞŶƚƌĞͬ ͘



Directors’ ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞ','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ



dŚĞŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞGroup’s','/ ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽĨ

ƚŚĞ ƉƉůŝĐĂďůĞƌŝƚĞƌŝĂ͘dŚŝƐƌĞƐƉŽŶƐŝďŝůŝƚLJŝŶĐůƵĚĞƐƚŚĞĚĞƐŝŐŶ͕ŝŵƉůĞŵĞŶƚĂƚŝŽŶ͕ĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽůƌĞůĞǀĂŶƚƚŽ

ƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞGroup’s ','/ ŶǀĞŶƚŽƌLJZĞƉŽƌƚ ƚŚĂƚŝƐĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͘



KƵƌ ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐ



KƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽĞdžƉƌĞƐƐĂŶŝŶĚĞƉĞŶĚĞŶƚƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞŽƉŝŶŝŽŶĨŽƌƚŚĞ^ĐŽƉĞϭĂŶĚϮ',' ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚ

ĚŝƐĐůŽƐƵƌĞƐĂŶĚĂůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶĨŽƌƚŚĞ^ ĐŽƉĞϯ ',' ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐǁŝƚŚŝŶƚŚĞ Group’s GHG

/ŶǀĞŶƚŽƌLJZĞƉŽƌƚďĂƐĞĚŽŶƚŚĞƉƌŽĐĞĚƵƌĞƐǁĞŚĂǀĞƉĞƌĨŽƌŵĞĚĂŶĚƚŚĞĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚ͘



WINTON LAND LIMITED | 15GHG EMISSIONS INVENTORY REPORT FY25



KƵƌ ĞŶŐĂŐĞŵĞŶƚǁĂƐƉĞƌĨŽƌŵĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/^;EͿϯκϭϬ͘dŚĂƚƐƚĂŶĚĂƌĚƌĞƋƵŝƌĞƐƚŚĂƚǁĞƉůĂŶĂŶĚƉĞƌĨŽƌŵƚŚŝƐ

ĞŶŐĂŐĞŵĞŶƚƚŽŽďƚĂŝŶƚŚĞůĞǀĞůŽĨĂƐƐƵƌĂŶĐĞŝĚĞŶƚŝĨŝĞĚ͘



ZĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĨŽƌ^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐ ĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐ



ƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/^;EͿϯκϭϬŝŶǀŽůǀĞƐƉĞƌĨŽƌŵŝŶŐƉƌŽĐĞĚƵƌĞƐƚŽŽďƚĂŝŶĞǀŝĚĞŶĐĞ

ĂďŽƵƚƚŚĞƋƵĂŶƚŝĨŝĐĂƚŝŽŶŽĨĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚŝŶĨŽƌŵĂƚŝŽŶŝŶƚŚĞGroup’s','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͘dŚĞŶĂƚƵƌĞ͕ƚŝŵŝŶŐĂŶĚ

ĞdžƚĞŶƚŽĨƉƌŽĐĞĚƵƌĞƐƐĞůĞĐƚĞĚĚĞƉĞŶĚŽŶŽƵƌƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚ͕ŝŶĐůƵĚŝŶŐƚŚĞĂƐƐĞƐƐŵĞŶƚŽĨƚŚĞƌŝƐŬƐŽĨŵĂƚĞƌŝĂů

ŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ŝŶƚŚĞGroup’s','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͘/ŶŵĂŬŝŶŐƚŚŽƐĞƌŝƐŬĂƐƐĞƐƐŵĞŶƚƐ͕ǁĞ

considered internal control relevant to the Group’s preparĂƚŝŽŶŽĨƚŚĞ^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŝŶ

ƚŚĞ Group’s','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͘ƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚĂůƐŽŝŶĐůƵĚĞƐ͗

•ssessing the suitability in the circumstances of the Group’s use of Applicable Criteria, as the basis for preparing ƚŚĞ

^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŝŶƚŚĞ Group’s ','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͖

•ǀĂůƵĂƚŝŶŐƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƋƵĂŶƚŝĨŝĐĂƚŝŽŶŵĞƚŚŽĚƐĂŶĚƌĞƉŽƌƚŝŶŐƉŽůŝĐŝĞƐƵƐĞĚ͕ĂŶĚƚŚĞƌĞĂƐŽŶĂďůĞŶĞƐƐŽĨ

ĞƐƚŝŵĂƚĞƐŵĂĚĞďLJƚŚĞ'ƌŽƵƉ͖ĂŶĚ

•ǀĂůƵĂƚŝŶŐƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ^ĐŽƉĞϭĂŶĚϮ',' ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŝŶƚŚĞGroup’s','

/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͘



>ŝŵŝƚĞĚ ĂƐƐƵƌĂŶĐĞĨŽƌ^ĐŽƉĞϯ','Ğ ŵŝƐƐŝŽŶƐ ĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐ



ůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/^;EͿϯκϭϬŝŶǀŽůǀĞƐĂƐƐĞƐƐŝŶŐƚŚĞƐƵŝƚĂďŝůŝƚLJŝŶƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐŽĨƚŚĞ

Group’sƵƐĞŽĨƚŚĞƉƉůŝĐĂďůĞƌŝƚĞƌŝĂĂƐƚŚĞďĂƐŝƐĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŝŶ

ƚŚĞGroup’s','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͕ĂƐƐĞƐƐŝŶŐƚŚĞƌŝƐŬƐŽĨŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ƌĞƐƉŽŶĚŝŶŐƚŽ

ƚŚĞĂƐƐĞƐƐĞĚƌŝƐŬƐĂƐŶĞĐĞƐƐĂƌLJŝŶƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ĂŶĚĞǀĂůƵĂƚŝŶŐƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐĂŶĚ

ƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŝŶƚŚĞGroup’s','/ ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͘ ůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝƐƐƵďƐƚĂŶƚŝĂůůLJůĞƐƐŝŶƐĐŽƉĞƚŚĂŶĂ

ƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝŶƌĞůĂƚŝŽŶƚŽďŽƚŚƚŚĞƌŝƐŬĂƐƐĞƐƐŵĞŶƚƉƌŽĐĞĚƵƌĞƐ͕ŝŶĐůƵĚŝŶŐĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨŝŶƚĞƌŶĂů

ĐŽŶƚƌŽů͕ĂŶĚƚŚĞƉƌŽĐĞĚƵƌĞƐƉĞƌĨŽƌŵĞĚŝŶƌĞƐƉŽŶƐĞƚŽƚŚĞĂƐƐĞƐƐĞĚƌŝƐŬƐ͘



dŚĞƉƌŽĐĞĚƵƌĞƐǁĞƉĞƌĨŽƌŵĞĚǁĞƌĞďĂƐĞĚŽŶŽƵƌƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚĂŶĚŝŶĐůƵĚĞĚĞŶƋƵŝƌŝĞƐ͕ŽďƐĞƌǀĂƚŝŽŶƐŽĨƉƌŽĐĞƐƐĞƐ

ƉĞƌĨŽƌŵĞĚ͕ŝŶƐƉĞĐƚŝŽŶŽĨĚŽĐƵŵĞŶƚƐ͕ĂŶĂůLJƚŝĐĂůƉƌŽĐĞĚƵƌĞƐ͕ĞǀĂůƵĂƚŝŶŐƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƋƵĂŶƚŝĨŝĐĂƚŝŽŶŵĞƚŚŽĚƐĂŶĚ

ƌĞƉŽƌƚŝŶŐƉŽůŝĐŝĞƐ͕ĂŶĚĂŐƌĞĞŝŶŐŽƌƌĞĐŽŶĐŝůŝŶŐǁŝƚŚƵŶĚĞƌůLJŝŶŐƌĞĐŽƌĚƐ͘



/ŶƵŶĚĞƌƚĂŬŝŶŐŽƵƌůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚĨŽƌ ^ĐŽƉĞϯ ',' ĞŵŝƐƐŝŽŶƐand related disclosures in the Group’s GHG

/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͕ǁĞ͗

•KďƚĂŝŶĞĚ͕through inquiries, an understanding of the Group’s control environment, processes, and information systems

ƌĞůĞǀĂŶƚƚŽĞŵŝƐƐŝŽŶƐƋƵĂŶƚŝĨŝĐĂƚŝŽŶĂŶĚƌĞƉŽƌƚŝŶŐ͘tĞĚŝĚŶŽƚĞǀĂůƵĂƚĞƚŚĞĚĞƐŝŐŶŽĨƉĂƌƚŝĐƵůĂƌĐŽŶƚƌŽůĂĐƚŝǀŝƚŝĞƐ͕Žƌ

ŽďƚĂŝŶĞǀŝĚĞŶĐĞĂďŽƵƚƚŚĞŝƌŝŵƉůĞŵĞŶƚĂƚŝŽŶ͘

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

KƵƌƉƌŽĐĞĚƵƌĞƐĚŝĚŶŽƚŝŶĐůƵĚĞƚĞƐƚŝŶŐƚŚĞĚĂƚĂŽŶǁŚŝĐŚƚŚĞĞƐƚŝŵĂƚĞƐĂƌĞďĂƐĞĚŽƌƐĞƉĂƌĂƚĞůLJĚĞǀĞůŽƉŝŶŐŽƵƌŽǁŶ

ĞƐƚŝŵĂƚĞƐĂŐĂŝŶƐƚǁŚŝĐŚƚŽĞvaluate the Group’s estimates.

•WĞƌĨŽƌŵĞĚĂŶĂůLJƚŝĐĂůƉƌŽĐĞĚƵƌĞƐŽŶƉĂƌƚŝĐƵůĂƌĞŵŝƐƐŝŽŶƐĐĂƚĞŐŽƌŝĞƐďLJĐŽŵƉĂƌŝŶŐƚŚĞĞdžƉĞĐƚĞĚ','ƐĞŵŝƚƚĞĚƚŽĂĐƚƵĂů

','ƐĞŵŝƚƚĞĚĂŶĚŵĂĚĞŝŶƋƵŝƌŝĞƐŽĨŵĂŶĂŐĞŵĞŶƚƚŽŽďƚĂŝŶĞdžƉůĂŶĂƚŝŽŶƐĨŽƌĂŶLJƐŝŐŶŝĨŝĐĂŶƚĚŝĨĨĞƌĞŶĐĞƐǁĞŝĚĞŶƚŝĨŝĞĚ͘

•ŽŶƐŝĚĞƌĞĚƚŚĞƉƌĞƐĞŶƚĂƚŝŽŶĂŶĚĚŝƐĐůŽƐƵƌĞŽĨƚŚĞ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐin Group’s GHG

/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ͘



dŚĞƉƌŽĐĞĚƵƌĞƐƉĞƌĨŽƌŵĞĚŝŶĂůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚǀĂƌLJŝŶŶĂƚƵƌĞĂŶĚƚŝŵŝŶŐĨƌŽŵ͕ĂŶĚĂƌĞůĞƐƐŝŶĞdžƚĞŶƚƚŚĂŶĨŽƌ͕Ă

ƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚ͘ŽŶƐĞƋƵĞŶƚůLJ͕ƚŚĞůĞǀĞůŽĨĂƐƐƵƌĂŶĐĞŽďƚĂŝŶĞĚŝŶĂůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝƐ

ƐƵďƐƚĂŶƚŝĂůůLJůŽǁĞƌƚŚĂŶƚŚĞĂƐƐƵƌĂŶĐĞƚŚĂƚǁŽƵůĚŚĂǀĞďĞĞŶŽďƚĂŝŶĞĚŚĂĚǁĞƉĞƌĨŽƌŵĞĚĂƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚ͘

ĐĐŽƌĚŝŶŐůLJ͕ǁĞĚŽŶŽƚĞdžƉƌĞƐƐĂƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞŽƉŝŶŝŽŶĂďŽƵƚǁŚĞƚŚĞƌƚŚĞ ^ĐŽƉĞϯ ','ĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚ

ĚŝƐĐůŽƐƵƌĞƐŝŶƚŚĞGroup’s','/ ŶǀĞŶƚŽƌLJZĞƉŽƌƚŚĂ ǀĞ ďĞĞŶƉƌĞƉĂƌĞĚ͕ŝŶĂůůŵĂƚĞƌŝĂůƌĞƐƉĞĐƚƐ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ

ƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞƉƉůŝĐĂďůĞƌŝƚĞƌŝĂ͘



KƵƌ ŝŶĚĞƉĞŶĚĞŶĐĞĂŶĚƋƵĂůŝƚLJŵĂŶĂŐĞŵĞŶƚ



tĞŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƚŚĞŝŶĚĞƉĞŶĚĞŶĐĞĂŶĚŽƚŚĞƌĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞWƌŽĨĞƐƐŝŽŶĂůĂŶĚƚŚŝĐĂů^ƚĂŶĚĂƌĚϭ͗

/ŶƚĞƌŶĂƚŝŽŶĂůŽĚĞŽĨƚŚŝĐƐĨŽƌƐƐƵƌĂŶĐĞWƌĂĐƚŝƚŝŽŶĞƌƐ;ŝŶĐůƵĚŝŶŐ/ŶƚĞƌŶĂƚŝŽŶĂů/ŶĚĞƉĞŶĚĞŶĐĞ^ƚĂŶĚĂƌĚƐͿ;EĞǁĞĂůĂŶĚͿŝƐƐƵĞĚ

ďLJƚŚĞ EƵ^ ͕ǁŚŝĐŚŝƐĨŽƵŶĚĞĚŽŶĨƵŶĚĂŵĞŶƚĂůƉƌŝŶĐŝƉůĞƐŽĨŝŶƚĞŐƌŝƚLJ͕ŽďũĞĐƚŝǀŝƚLJ͕ƉƌŽĨĞƐƐŝŽŶĂůĐŽŵƉĞƚĞŶĐĞĂŶĚĚƵĞĐĂƌĞ͕

ĐŽŶĨŝĚĞŶƚŝĂůŝƚLJ͕ĂŶĚƉƌŽĨĞƐƐŝŽŶĂůďĞŚĂǀŝŽƵƌ͘



/ŶĂĚĚŝƚŝŽŶƚŽƚŚŝƐĞŶŐĂŐĞŵĞŶƚ͕ǁĞĂůƐŽƉƌŽǀŝĚĞĂƐƐƵƌĂŶĐĞŽǀĞƌƚŚĞ^ĞůĞĐƚĞĚ'ƌĞĞŶŚŽƵƐĞ'ĂƐŝƐĐůŽƐƵƌĞƐŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞ

'ƌŽƵƉ ůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐĨŽƌƚŚĞ'ƌŽƵƉ͘KƚŚĞƌƚŚĂŶŝŶŽƵƌĐĂƉĂĐŝƚLJĂƐĂƐƐƵƌĂŶĐĞƉƌŽǀŝĚĞƌ͕ǁĞŚĂǀĞŶŽƌĞůĂƚŝŽŶƐŚŝƉǁŝƚŚŽƌ

WINTON LAND LIMITED | 16GHG EMISSIONS INVENTORY REPORT FY25

WINTON LAND LIMITED | 17GHG EMISSIONS INVENTORY REPORT FY25

winton.nz

---

CLIMATE - RE L ATE D
DISCLOSURES

FY25winton.nz

Introduction
01

Contents

04Governance

08

Strategy

23Appendix

17Risk

18Metrics and targets

26

Deloitte Assurance Report

CLIMATE-RELATED DISCLOSURES FY25

About this report
T

his Group Climate Statement

covers Winton’s Climate-Related

Disclosures for FY25. 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 2025

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 2, 11 Westhaven Drive,

Cracker Bay,

Auckland 1010

L

isted on the NZX and ASX

Introduction

FC Ayrburn Lakes,

Arrowtown

01

Sunfield,

Papakura

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 01

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETSDELOITTE ASSURANCE REPORTAPPENDIX

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

E

xternal Reporting Board (XRB).

In preparing its climate-related disclosures, Winton has

elected to use the following adoption provisions in NZ CS2:

• 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 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

that are 1% and above (in accordance with ISO 14064-1)


but Winton is utilising this adoption provision to allow time

t

o 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 & TARGETSDELOITTE ASSURANCE REPORT

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 02

APPENDIX

Disclaimer
T

he statements in this report (Statements) are published

by Winton for the climate-related disclosures period

from 1 July 2024 to 30 June 2025.

The Statements outline Winton’s scenario analysis, its

understanding of climate-related risks and opportunities,

and its response to the potential current and future impacts

of climate change. For this period, Winton has included an

overview of its transition planning activities as part of its

evolving climate strategy.

Winton recognises that climate change presents complex

and evolving risks and uncertainties. The Statements reflect

Winton’s current understanding based on available data and

assumptions, including forward-looking climate scenarios,

transition targets, and other projections. These assessments

are inherently uncertain and may change as new information,

regulations, technologies, and market developments emerge.

As a result, actual outcomes may not eventuate or may

differ materially from those described or implied in the

Statements. A range of external factors, including shifts in

economic conditions, policy, regulation, consumer behaviour,

and technological advancement, may influence Winton’s

performance and progress against stated targets.

Winton has made every effort to ensure that the Statements

are based on reasonable assumptions and methodologies.

However, Winton makes no representation or warranty,

express or implied, as to the accuracy, reliability or

completeness of the information provided. The Statements

are not intended to constitute financial, legal, tax, or

other professional advice. They are provided for general

information purposes only and reflect Winton’s ongoing

commitment to transparency and continuous improvement

in climate-related reporting.

Approved on behalf of the Board on 27 August 2025.

Chris Meehan


Chair and CEO

S

teven Joyce

Audit and Financial Risk Committee Chair

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETSDELOITTE ASSURANCE REPORT

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 03

APPENDIX

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, as well as the role of the

Senior Management Team in assessing

and managing them.

Governance body oversight

The Board is responsible for overseeing

climate-related risks and opportunities

affecting Winton and for ensuring

compliance with climate-related standards.

The Board is informed 2-4 times per year

about ESG considerations, which include

climate-related risks and opportunities.


In FY25, the main ESG focus was on

e

volving Winton’s Climate-Related

Disclosures to provide further detail

on Winton’s transition to a low-carbon,

climate-resilient economy and working

towards meeting the short-term targets

outlined in the FY24 Climate Statement.

Physical and transitional climate risks and

necessary adaption are also considered

by the Board as part of standard business

operations, in relation to the asset

acquisition, strategy and execution.

The Board meets at least 6 times per year,

and climate-related discussions were

included 3 times in FY25. 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 FY25 Annual

Report 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. The Directors receive ongoing

education on the regulatory requirements

of climate standards and are provided

with governance climate resources,

industry guidance, and open sessions

with the Sustainability Manager. These

resources are designed to enhance 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 section on page 17

provides further details on how Winton

identifies, assesses, and manages

climate-related risks.

The Senior Management Team and

Sustainability Manager recommend

the appropriate metrics and targets to

the Board for their approval and report

against those metrics. The Board monitors

metrics and progress against targets

for managing climate-related risks and

opportunities at least annually, as part of

the ESG agenda item when new quarterly

data becomes available.

The related metrics are not incorporated

into remuneration policies.

Governance

WINTON BOARD

OF DIRECTORS

(CRD GOVERNANCE)

SUSTAINABILITY

MANAGER

GHG

EMISSIONS

INVENTORY

AUDIT AND

FINANCIAL RISK

COMMITTEE

(OVERSEES GHG)

SENIOR

MANAGEMENT

TEAM

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 04

DELOITTE ASSURANCE REPORTAPPENDIX

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.

F

ollowing 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.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

D

elivery 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.

CHRIS MEEHAN

Chair and Chief Executive Officer

JULIAN COOK

Executive Director and

Director of Retirement

MICHAELA MEEHAN

Non-executive Director

GLEN TUPUHI

Independent Director

JAMES KEMP

Non-executive Director

STEVEN JOYCE

Independent Director

GUY FERGUSSON

Independent Director

JOSH PHILLIPS

(alternate for James Kemp)

Board of Directors

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

CHRIS MEEHAN
Chair and Chief Executive Officer

SIMON ASH

Chief Operating Officer

JEAN MCMAHON

Chief Financial Officer

JUSTINE HOLLOWS

GM Corporate Services

DUNCAN ELLEY

GM Project Delivery

Management's role

W

inton’s Senior Management

Team 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

report on ESG, including climate-related

risks and opportunities, as relevant, during

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. 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 during

FY25 on climate-related standards, with


a specific focus on T

ransition Planning.

Climate-related Board Discussions FY25

Board meeting dateSustainability discussion item

19 AUGUST 2024 (AFRC)FY24 GHG emission inventory

recommended by the AFRC

for disclosure.

2

2 AUGUST 2024 ESG Sustainability Update and Final

CRD review and approval for disclosure.

28 NOVEMBER 2024ESG Sustainability Update (CRD & GHG).

17 FEBRUARY 2025 (AFRC)GHG Inventory Q2 and YTD FY25 Update.

17 JUNE 2025 (AFRC)GHG Inventory Q3 and YTD FY25 and

Interim Audit

27 JUNE 2025Draft Climate-Related Disclosure

Statement provided and discussed.

21 AUGUST 2025 (AFRC)FY25 GHG emission inventory

recommended by the AFRC


for disclosure.

2

6 AUGUST 2025ESG Sustainability Update and Final CRD

review and approval for disclosure.

Senior Management Team

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

02 Northbrook,
Wānaka

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

Current Business Model
and Strategy

W

inton is a New Zealand-

based residential land

developer that specialises

in developing integrated and fully

masterplanned communities. 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’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.

More recently, Winton has diversified

its operations to leverage its land

development, design and execution

expertise to include two new segments,

retirement and commercial.

Retirement reflects Winton’s luxury later

living brand, Northbrook, which recently

opened stage one of independent living

at Northbrook Wānaka.

Commercial includes Cracker Bay Offices

and Cracker Bay Drystack and Marina at

Wynyard Quarter Auckland and Ayrburn,

a multivenue hospitality and events

precinct near Arrowtown.

Current impacts and

financial impacts

As part of the scenario analysis completed

in FY24, Winton conducted a baseline

assessment to understand the current

physical and transitional impacts of

climate change and transitioning to a

low-carbon and climate resilient economy.

Through the process, it was clear

transition impacts were affecting Winton

more than physical impacts.

Current physical impacts of climate

change and associated financial impact

Winton is a developer of residential

master planned communities and, more

recently, a developer and operator of

commercial and retirement facilities.

Generally, for residential development,

it sells completed products after

completion, so the potential for physical

impacts attributable to climate change

exists on development sites while sites

are being developed, or products are

being 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 the Local Authority regulations

(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

conditions, and conducting thorough due

diligence on potential asset acquisitions.

In FY25, no financial costs were recorded

in relation to the physical impacts of

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 incrementally

increased over time, making it difficult

to accurately quantify the FY25

financial impact.

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 of this in FY25 was

$70,000. A table including FY25 financial

impact and capital deployed towards

climate-related risks and opportunities is

included on page 21.

Winton has experienced an increase in

insurance costs and amendments to

insurance conditions; some are a result of

extreme weather events.

A positive transitional impact is the

technological and decarbonisation

advancements that enable the vision and

masterplan for the proposed car-less and

solar-powered Sunfield development.

The positive financial impact will occur

in future years should resource consent

be received and as the subsequent

development is completed.

Strategy

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

Scenario analysis
I

n FY24, Winton undertook its first

scenario analysis in accordance with

the XRB Climate-related requirements.

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. 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 is

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 the 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 scenario analysis

starting on page 11 includes all risks and

opportunities that had a medium risk

rating or higher for any scenario and

time period.

In FY25, the assumptions within the three

scenarios didn’t materially change and

the same scenarios were used. The FY24

analysis was reviewed in conjunction

with the work internally completed on

transition planning. Minor adjustments

were made to reflect the evolving

business, which now encompasses

retirement and commercial entities.

For the FY25 disclosure, adaption

and management actions that were

previously included alongside the risks

and opportunities in the scenario analysis

are included as part of the Transition

Planning disclosure.

The potential anticipated 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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DELOITTE ASSURANCE REPORTAPPENDIX

Description of scenarios
Orderly 1.5 ScenarioDisorderly 2.0 ScenarioHot House >3.0 Scenario

MEASUREMENT Global warming +1.5°C above

pre-industrial levels

G

lobal warming +2.0°C above pre-

industrial levels

Global warming +3.0°C above pre-

industrial levels

EXTREME RAINFALL 15% increase in extreme rainfall20% increase in extreme rainfall22% increase in extreme rainfall

EXTREME HEAT (>25°C) +15 more extreme heat days+20 more extreme heat days+30 more extreme heat days

SEA LEVEL RISE 0.20 metres0.22 metres0.32 metres

CARBON PRICE $277 NZD per tonne$369 NZD per tonne$35 NZD per tonne

POPULATION INCREASES 26% increase in New Zealand population

7% global population increase

22% increase in New Zealand population

16% global population increase

26% increase in New Zealand population

8% global population increase

POLICY REACTIONImmediate and smoothDelayedNone – current policies

TECHNOLOGY CHANGEFast changeSlow/fast changeSlow change

BEHAVIOUR CHANGEFast changeSlow/fast changeSlow change

PHYSICAL RISK SEVERITYModerateModerateExtreme

TRANSITION RIK SEVERITY ModerateHighLow

SOCIO-POLITICAL INSTABILITYModerateModerateHigh

NARRATIVEAn "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 $277/

tCO₂e by 2050 (an increase of ~614%

from a 2023 baseline of $35/tCO₂e).

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 $369/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.

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.

INTRODUCTIONGOVERNANCESTRATEGYINTRODUCTIONRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

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 RISKS

INCREASED STORMINESS AND EXTREME WINDS

RIVER AND PLUVIAL FLOODING: CHANGES IN FREQUENCY AND MAGNITUDE IN RURAL AND URBAN AREAS

Time

Horizon

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• Supply chain disruption could impact construction and commercial and retirement operations,

leading to delays or loss of revenue.

• Disruption to power supply could cause loss of revenue at commercial facilities and increase costs

at retirement locations to ensure continuity of care.

• 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 impact the retirement and commercial operations

and the people that live or visit them; therefore costs could increase to adapt to those impacts.

COASTAL AND ESTUARINE FLOODING: INCREASING PERSISTENCE, FREQUENCY AND MAGNITUDE

Time

Horizon

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• Winton has already observed some impact on coastal areas where coastal inundation and

overland flow have occurred.


T

he risk level is unlikely to change due to design controls, as they react to Local Authority

regulations and will pick this up anyway.


I

n 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.

INCREASING COASTAL EROSION: CLIFFS AND BEACHES, INCREASED LANDSLIDE AND SOIL EROSION

Time

Horizon

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• Supply chain disruption could impact construction and commercial and retirement operations,

leading to delays or loss of revenue.



I

n all scenarios, there is potentially an increasing perception that coastal properties are risky to

own or that insurance costs are higher.

SEA-LEVEL RISE

Time

Horizon

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• There have been no physical impacts to date, as the standards for new builds and developments

have already changed to mitigate future sea-level rise. In all three scenarios, potential buyers

may perceive owning coastal property as too risky without understanding the already integrated

requirements for new developments to enhance coastal resiliency.


O

ngoing cost implications from incremental changes to regulatory and local council

requirements for resource consent.

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

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DELOITTE ASSURANCE REPORTAPPENDIX

PHYSICAL RISKS CONT'D
CHANGE IN WEATHER PATTERNS: CHANGE IN MEAN ANNUAL RAINFALL

MORE AND LONGER DRY SPELLS AND DROUGHT

Time

Horizon

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• An increase 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.

• Comprehensive landscaping and planting throughout its communities is a key differentiator of

Winton developments, and increased dry spells could mean additional cost to ensure there is

sufficient water for flora and fauna to continue to thrive.



A

dditional operational costs of retirement and commercial business units to enable sufficient

cooling during dry spells.

PHYSICAL OPPORTUNITIES

INTERNATIONAL INFLUENCES FROM CLIMATE CHANGE – IMMIGRATION TO NEW ZEALAND

Time

Horizon

Orderly

1.5

D

isorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• I n 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 therefore demand for Winton

homes, hospitality, and retirement offerings.

TRANSITIONAL RISKS

INSURANCE RISK

Time

Horizon

Orderly

1.5

D

isorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• I nsurance 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.

Additionally, the availability of insurance may be limited for certain areas or asset types.

REGULATORY AND LEGAL

Time

Horizon

Orderly

1.5

D

isorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• 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.


A

brupt changes to regulations or policies in orderly and disorderly scenarios may require

Winton to alter existing assets, increasing capital costs.


I

n the Hot House scenario, there could be an increased likelihood of litigation.

PR

PHYSICAL RISK

TR

TRANSITIONAL RISK

PO

PHYSICAL OPPORTUNITY

TO

TRANSITIONAL OPPORTUNITY

Scenario analysis

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

LOW SHORT-TERM: 1-5 years

MEDIUM MEDIUM-TERM: 5-10 years

HIGH LONG-TERM: 10-25 years*

KEY:

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DELOITTE ASSURANCE REPORTAPPENDIX

TRANSITIONAL RISKS CONT'D
ELECTRICITY SUPPLY RISK

Time

Horizon

Orderly

1.5

D

isorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• I n the medium to long-term in the Disorderly and Hot House scenarios, the reliability of electricity

supply could diminish, and the costs could increase. Unreliable supply could impact revenue

at Ayrburn and continuity of care at Northbrook. Increased electricity costs would increase

operating expenses for all Winton business units.

TRANSITIONAL OPPORTUNITY

PRODUCTS AND SERVICES

Time

Horizon

Orderly

1.5

Disorderly

2.0

Hot House

>3.0

Potential Future Impacts

SHORT

MEDIUM

LONG

• 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.

• Abrupt changes to regulations or policies in orderly and disorderly scenarios may require

Winton to alter existing assets, increasing capital costs.



I

n the Hot House scenario, there could be an increased likelihood of litigation.

PR

PHYSICAL RISK

TR

TRANSITIONAL RISK

PO

PHYSICAL OPPORTUNITY

TO

TRANSITIONAL OPPORTUNITY

Scenario analysis

*This differs from Winton's risk time horizons as the sector guidance scenarios are based on 2050.

LOW SHORT-TERM: 1-5 years

MEDIUM MEDIUM-TERM: 5-10 years

HIGH LONG-TERM: 10-25 years*

KEY:

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DELOITTE ASSURANCE REPORTAPPENDIX

H
ow does Winton continue to

survive and thrive while reducing

our greenhouse gas emissions

and building resilience to climate

change? Climate change is like other

business risks that Winton must adapt

to; the unknown is the timeframes and

severity. Therefore, in FY25 we used

the scenario analysis and baseline

assessment with a financial lens to

create internal documentation that

reflects how Winton is already building

resilience, potential further adaption and

mitigation, decarbonisation, potential

impacts to capex and opex, monitoring

of risks and opportunities, triggers to

adapt business processes, operations or

strategy and any potential actions for

the short, medium and long-term.

As outlined below, Winton is already

adapting to climate change and

mitigating future risks to create resiliency

of its properties and business. Internal

capital deployment and funding

decision-making processes align with

the transition plan aspects of its strategy,

supporting critical investments in

delivery against the company's strategy.

Building Resilience and

Adapting to Transition

Physical

Adapting to the physical impacts of

climate change and mitigating the impact

of chronic and acute physical risks is

embedded in Winton’s business model.

From a financial perspective, the physical

risks Winton considers a priority are:

-

Increased storminess and extreme winds.

- Co

astal and estuarine flooding:

increasing persistence, frequency and

magnitude.

-

I

ncreasing landslide and soil erosion.

-

S

ea-level rise.

- Change in weather patterns: change

in mean annual rainfall and more and

longer dry spells.

These physical risks could impact opex,

capex, or both, and could cause loss of

revenue or increased costs from aspects

like supply chain disruption, onsite

preparation for weather events, water

scarcity, disruption to development

timeline, raising land levels for mitigation

of sea-level rise, and changing tourist

patterns. They could also impact the

health and well-being of residents,

tourists, and staff.

Adaption and management actions

Winton is already designing for greater

resilience and is building for higher-

than-expected sea level rises in the

long term, making Winton communities

more resilient. Winton's existing design

and build standards have already been

adapted in response to Local Authority

regulations. Through due diligence of

potential asset acquisitions, the design

of future developments, and the high-

quality execution, Winton mitigates

the physical risks that could impact

the resilience of the development and

passes on any additional cost to build to

stricter requirements.

The project teams are increasing their

onsite activities to mitigate risks, including,

by way of example, utilising data from

weather monitoring stations and aquatic

health and water quality monitoring at

specific sites, to ensure teams have the

most up-to-date information.

Where possible, Winton utilises local

contractors for each project, which

mitigates the risk of contractors being

unable to access the development due to

regional road impacts from storm events

or landslides.

Winton has demonstrated, 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

validated their resiliency in more recent

extreme weather events, demonstrating

the value in the way Winton develops

neighbourhoods, irrespective of whether

they are coastal or inland.

Chronic physical risks, such as changes

in weather patterns, won’t happen

overnight. Therefore, Winton will monitor

and make gradual adjustments to

development plans onsite, adapting to

changing tourist volumes, whether they

increase, decrease, or shift in timing, as

trends trigger these changes.

Winton properties, whether residential,

commercial, or retirement, feature an

abundance of planting and landscaping,

which supports the health and well-being

of people and animals in the long term

during potential prolonged and dry spells.

In the longer term, adapting to a lower

water supply and increased need for

cooling during some dry spells would

need to be incorporated into the

development and maintenance plan,

as well as commercial operation plans.

The potential increased cost would

need to be reflected in weekly fees at

Northbrook and prices at Ayrburn.

There is a site-specific flood plan at

Ayrburn that may need to extend to wider

business continuity in the medium term.

As Northbrook Wānaka is now

operational, continuity of care for

residents and the health and safety of

all people onsite in the event of extreme

events is considered part of the health and

safety plan. The health and safety plan will

need to evolve as additional stages are

completed and more residents move in.

Monitoring of the physical risks and

opportunities includes monitoring

regulatory changes, flow rates, frequency

of supply chain disruption, changes to

flood mapping, frequency and impact of

events, insurance forecasts, NIWA data,

water use where possible, fire risk in

locations of Winton properties, and net

migration and visitor numbers.

Continuing to thrive – Winton’s

approach to transition planning

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DELOITTE ASSURANCE REPORTAPPENDIX

Transitional
C

ontinued access to insurance

minimises the financial impact

and significance of future

potential events or disruption; however,

it is expected that across all potential

future climate scenarios, insurance

costs will likely increase, and more so if

global temperatures continue to rise, and

access to insurance will change.

Regulatory changes are already occurring

at both the central and local government

levels, and Winton has been adapting to

them. However, further risk is apparent in

the form of abrupt changes to regulations

and requirements that could disrupt

projects already underway.

Electricity supply risk is particularly

relevant for commercial businesses

and retirement. There is a risk to

electricity reliability due to increased

demand, constrained supply, and

supply disruptions from weather events,

resulting in subsequent increases in

electricity costs.

Adaption and management actions

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 of 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

insurance availability and ensure

premiums meet the affordability profile

of the end-buyer target market for each

specific development.

Winton will monitor insurance sector

developments, including how climate

impacts the insurance market, premium

trends, non-insurable locations, access to

cover for specific risks and assets.

Winton is already adapting to changing

regulations and requirements, as these

have been incrementally evolving over

several years. Winton often opts to design

and build beyond current regulations and

requirements to mitigate future abrupt

regulatory risks.

Increased regulation and construction

costs are considered during due diligence

and incorporated into the sales price,

mitigating financial risk. If transition costs

continue to rise, along with costs to build

for resiliency and decarbonisation, and

the costs can’t all be passed on to the end

purchaser, Winton will adapt to focus on

the products it can deliver and continue to

make its required margin.

In the medium to long term, the reliability

and cost of grid electricity could become

a challenge for the continuity of care and

operational costs. Therefore, Winton could

consider conducting feasibility studies

for solar generation at new properties

that they will continue to operate, aiming

to gain the reliability of electricity and

reduce electricity costs.

Decarbonisation

Winton is measuring its GHG emissions

for all of its operational businesses,

including scope 3 for purchased goods

and services. However, the majority of

Winton’s emissions are scope 3 and are

based on spend data. Therefore, it isn’t

appropriate to set carbon reduction

targets based on emissions calculated

by spend-based emission factors.

Accordingly, Winton has set short-term

targets where it has control and can

get accurate data.

The best way for Winton to support

decarbonisation is to enable residents

to avoid emissions in the first place and

to build high-quality homes with a

long lifespan, thereby avoiding early

replacement and unnecessary waste

from demolition.

Winton has created a vision and

proposal for Sunfield, a car-less

neighbourhood, powered by the sun,

where residents can live, work and play

within the 200-hectare community.

Should the integrated community

receive resource consent, it will unlock

a lifestyle with significantly fewer

emissions compared to a traditional

development.

Winton will reduce embodied

emissions as design and materials

allow, introducing logical and feasible

changes without jeopardising the

feasibility of the project. However,

it will wait until the reliability of the

design, alternative materials, and

technologies is proven to lower

emissions, without deterioration in

quality or performance.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 15

DELOITTE ASSURANCE REPORTAPPENDIX

03 Flower Garden,
Ayrburn

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 16

DELOITTE ASSURANCE REPORTAPPENDIX

Processes for identifying,
assessing, and managing

climate risks

I

n FY24, Winton completed an initial

risk assessment on physical and

transitional climate-related risks. It

consisted of three stages: an initial risk

screening of a master list comprising over

30 risks and opportunities, a baseline risk

assessment representing 1.1°C of global

warming, and a scenario analysis of three

potential scenarios. In FY25, this process

was reviewed and remains unchanged,

except for the additional transitional risk

of electricity supply.

The Sustainability Working Group

was engaged to provide appropriate

resources and support Winton’s

Sustainability Manager in identifying and

assessing its climate-related risks in FY24

and again in FY25.

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. This

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 hazards

during due diligence of potential

acquisitions and throughout the design

phase of each new development.

Time horizons

The following time horizons were deemed

suitable 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 2025

(FY25). No parts of the value chain were

knowingly excluded.

Frequency of risk assessment

This was the second climate-related

company-wide risk assessment

undertaken by Winton. The process will

be repeated annually.

An annual review of climate-related risks

builds resilience into Winton’s response

to climate change. However, climate risk

assessment is a key part of Winton’s day-

to-day business and is considered and

mitigated as such.

Processes for prioritising

climate-related risks relative

to other types of risks

For the risk assessment and baseline

screening, Winton utilised its existing

risk assessment framework to

determine risk ratings, enabling Winton

to compare climate-related risks with

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 it.

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

a disclosure to the market, Winton will

apply relevant facts in accordance with

the Continuous 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,

as well as any incidents of fraud or other

failures of internal controls. Non-financial

risks and the appropriateness of Winton’s

insurance programme are reviewed and

determined at the 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 12 principal

business risks across Winton’s business,

found on page 76 of the Annual Report.

The climate-related disclosures within


this report fall under this business risk

and include more detailed information

abou

t the specific physical and transitional

risks and opportunities attributable to

climate change.

Risk

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

METRICS
Greenhouse Gas (GHG)

Emissions

I

n compliance with New Zealand's

Climate Standards, the greenhouse

gas emissions disclosed in the Group

Climate-related Disclosures have been

subject to an independent assurance

engagement by Deloitte Limited in

accordance with NZ SAE 1: Assurance

Engagements over Greenhouse Gas

Disclosures ('NZ SAE 1'). Refer to the

assurance report on pages 26 to 30.

A separate GHG Emissions Inventory

Report has been prepared 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 and the Greenhouse Gas

Protocol: A Corporate Accounting and

Reporting Standard (Revised Edition).


This has been subject to a separate

a

ssurance engagement by Deloitte

Limited in accordance with International

Standard on Assurance Engagements

(New Zealand) 3410: Assurance

Engagements on Greenhouse Gas

Statements ('ISAE (NZ) 3410'). Refer to

GHG Emissions Inventory Report and

related assurance opinion, located on

the Winton website: investors.winton.nz/

investor-centre.

Winton is using Greenhouse Gas Protocol:

A Corporate Accounting and Reporting

Standard (Revised Edition) ('the GHG

Protocol') and ISO 14064:1-2018 standard

to measure its GHG emissions.

Winton is using the operational

consolidation approach.

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. Global

Warming Potentials (GWP) from the IPCC

sixth assessment report (AR6) have been

used for GWP conversion.

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 FY25 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 May 2025.

The 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.

Refer to Appendix One for emission

sources and uncertainties.

Metrics & Targets

FY25 Sources of Emission Factors

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

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.

New Zealand Ministry for the Environment. MFE Guidance for Voluntary Greenhouse Gas Reporting. Wellington, New Zealand. (MFE (2025))

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

reporting. London, United Kingdom. (DESNZ (2024))

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

Toitū Environcare, internally derived using MFE and MBIE databases.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

Exclusions
Winton has not excluded any facilities,

operations, or assets from the FY25

inventory.

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 minimis and, therefore, excluded

f

rom the inventory. This was specific

to spend-based activity, and 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).

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.

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DELOITTE ASSURANCE REPORTAPPENDIX

Winton’s FY25 GHG Inventory Summary
W

inton’s GHG emissions are measured in tonnes of

carbon dioxide equivalent (tCO₂e). The total FY25

emissions were 20,735.86 tCO₂e, a 16% decrease

from FY24’s total of 24,807.77 tCO₂e.

Scope 1 emissions (category 1 direct

emissions) increased 88%

to 337.01 tCO₂e,

attributable to an increase in emissions from

stationary combustion at Ayrburn. Scope 2 emissions (category

2 indirect emissions from imported energy) increased 148%

to 144.93 tCO₂e due to increased electricity consumption at

Ayrburn and higher emission factors for NZ electricity for 2025.

Ayrburn traded the full 12 months in FY25 and added additional

venues, compared to 7 months in FY24 with fewer venues,

increasing Scope 1 and Scope 2 emissions.

Scope 3 emissions decreased 18% to 20,253.91 tCO₂e,

representing 97.7% of Winton’s GHG emissions for FY25,

reflecting a decrease in category 3 emissions by 25% and

category 4 emissions by 18%. The category 3 reduction is

from higher business travel in FY24 and lower emissions from

employee commute in FY25, relating to lower FTE headcount

in Auckland. The category 4 reduction reflects an improvement

in data accuracy by reducing Winton’s reliance on spend-based

factors by 14.47% and lower construction activity in FY25

compared to FY24. During FY25, Winton calculated emissions

from on-site contractors’ fuel and waste using data from the

contractors. As a result, this reduced emissions from purchased

goods and services and increased emissions from purchased fuel

and energy-related activities to 1,281.27 tCO₂e, and emissions

from waste and recycling increased to 575.46 tCO₂e.

While total emissions decreased 16% compared to FY24, the

decrease is primarily due to improvements in data accuracy

and reduced construction activity. Carbon intensity decreased

from 142.9 tCO₂e for every $1 million revenue in FY24 to 133.4

tCO₂e for every $1 million revenue in FY25. While this shows

a decrease in intensity, the reduction relates to improvements

in data accuracy and lower spend during FY25. We expect

improvements in data accuracy to continue to reduce emissions,

but emissions relating to business activity are expected to

fluctuate over time, depending on construction activity.

Refer to the GHG Emissions Inventory Report FY25 for detailed

information available on the Winton website: investors.winton.nz.

GHG

Protocol

Category

(ISO 14064-1:2018)

FY25

TCO₂e

FY24

TCO₂e

(base year)

FY23

TCO₂e

FY22

TCO₂e

Scope 1Category 1: Direct emissions 337.01 179.08 76.73

72.18

Scope 2

Category 2: Indirect emissions from imported energy

(location-based method*)

144.93 58.54 18.02 11.16

Scope 3

Category 3: Indirect emissions from transportation 139.69 187.11 166.20 95.11

Category 4: Indirect emissions from products used by organisation20,114.23 24,383.04 116.22 6.45

Total direct emissions337.01 179.08 76.73 72.18

Total indirect emissions*20,398.85 24,628.69 300.44 112.72

Total gross emissions*20,735.86 24,807.77 377.17 184.90

Total net emissions20,735.86 24,807.77 377.17 184.90

GHG intensity – Revenue $M/tCO₂e**

133.4142.9n/an/a

*Emissions are reported using a location-based methodology.

**This is not assured by Deloitte Limited.

Winton does not have any emissions data for direct CO₂ emissions from biologically sequestered carbon. Carbon intensity has not been included for FY23 and FY22 as Total net

emissions for these two years didn't include material Scope 3 emissions and therefore not comparable to FY24 and FY25.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

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.

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 7.3% as of 30 June 2025, which

represents the percentage of coastal

assets in the total portfolio area.

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.

Internal emissions price

Winton did not use an internal emissions

price in the reporting period.

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

to the Board for approval the senior

management remuneration as

prescribed in the Nomination and

Remuneration Committee Charter.

Capital deployment toward

climate-related risks and

opportunities

Winton’s capital deployment toward

climate-related risks and opportunities

includes project specific climate

adaption and mitigation initiatives.

Project specific costs towards climate

adaption and mitigation includes

planting, wetland construction and

maintenance, homestar costs and water

quality monitoring and initiatives.

Capital deployment towards climate-

related opportunities includes

investment towards the progression of

Winton’s sustainable community.

FY25 Financial Impact – Operating Expenditure & Capital Deployment

All values in $FY25 Spend FY24 Spend

GHG Emissions measurement and assurance 50,000 45,000

Climate-Related Disclosures Process 20,000 15,000

Project specific costs towards climate adaption

& mitigation

4

,608,367 47,000

Capital deployment towards climate-related

opportunities*

3,907,167 n/a

Total8,635,534107,000

*Does not include land acquisition costs.

FY25 is the first year project specific costs and capital deployment towards climate related risks and opportunities

has been disclosed.


INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

TargetsTime horizonBase yearTarget yearProgress
Introduce a Supplier Code of Conduct for Suppliers

that represent the top 90% of onsite contractor costs.

ShortFY24FY25Not Complete

100% of onsite contractors report monthly waste

collected onsite.

ShortFY24FY25Complete

Divert 40% of onsite construction waste from landfill.ShortFY25FY28In Progress

Implement Design Guidelines for all projects.ShortFY24FY25Not Complete

Reduce reliance on spend-based emission factors by at

least 15% per year until below 30% of total emissions.

ShortFY24 OngoingAchieved FY25

Implement an operational waste avoidance plan for

Northbrook prior to the start of becoming operational.

ShortFY24FY26Not Complete

Time horizons align with time horizons used for the scenario analysis to better align with business operations.

TARGETS

W

inton 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

operational assets like Northbrook.

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

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DELOITTE ASSURANCE REPORTAPPENDIX

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

• LPG Data was sourced from the supplier

whom also confirmed the total L usage.

Firewood• All data was sourced from supplier records,

a calculation was performed on the average

weight of green cut wood against the cubic

metres ordered to arrive at the total tonne.

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:


P

etrol – 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 diff

erent billing cycle

and therefore do not all cut off exactly at

the end of a financial period – due to this,

a calculation to prorate the total kwH not

relevant to FY25 has been used and that data

removed from any FY25 reported data.

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APPENDIX

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.

• 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 – as a conservative approach, the emission

factor for taxi-regular petrol has been used.

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.

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APPENDIX

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.

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.

D

ata was obtained from

Winton’s largest food

supplier and applied to

Market Economics Limited

(2023) emission factors,

where possible, to improve

the accuracy of emissions

from Ayrburn’s purchased

food and beverages and

therefore reduce the

reliance on the blended

average emission factors

used in FY24. The blended

average emission factor

used for the remaining food

and beverage spend was

also improved and is still

entered as a pre-calculated

amount (tCO₂e).

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

• 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.

Recycling

process

Recycling – 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).

CO₂

• All data was sourced from supplier reports

provided quarterly that detail the total cyclinders

and quantity consumed.

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APPENDIX


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methods, assumptions and estimation uncertainty (‘^ĞůĞĐƚĞĚ','ŝƐĐůŽƐƵƌĞƐ’) within the scope of our reasonable assurance

ĞŶŐĂŐĞŵĞŶƚ;ĂƐŽƵƚůŝŶĞĚďĞůŽǁͿ͕ŝŶĐůƵĚĞĚŝŶƚŚĞůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐŽĨtŝŶƚŽŶ>ĂŶĚ>ŝŵŝƚĞĚ(the ‘ŽŵƉĂŶLJ’) and its

subsidiaries (the ‘'ƌŽƵƉ’) for the year ended 30 June 202ρ͕ĂƌĞĨĂŝƌůLJƉƌĞƐĞŶƚĞĚĂŶĚƉƌĞƉĂƌĞĚ͕ŝŶĂůůŵĂƚĞƌŝĂůƌĞƐƉĞĐƚƐ͕ŝŶ

ĂĐĐŽƌĚĂŶĐĞǁŝƚŚŽƚĞĂƌŽĂEĞǁĞĂůĂŶĚůŝŵĂƚĞ^ƚĂŶĚĂƌĚƐ(‘E^Ɛ’) issued by the External Reporting Board (‘yZ’).



>ŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶ



ĂƐĞĚŽŶƚŚĞƉƌŽĐĞĚƵƌĞƐǁĞŚĂǀĞƉĞƌĨŽƌŵĞĚĂŶĚƚŚĞĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚ͕ŶŽƚŚŝŶŐŚĂƐĐŽŵĞƚŽŽƵƌĂƚƚĞŶƚŝŽŶƚŚĂƚ

ĐĂƵƐĞƐƵƐƚŽďĞůŝĞǀĞƚŚĂƚƚŚĞ^ĞůĞĐƚĞĚ','ŝƐĐůŽƐƵƌĞƐǁŝƚŚŝŶƚŚĞƐĐŽƉĞŽĨŽƵƌůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚ;ĂƐŽƵƚůŝŶĞĚ

ďĞůŽǁͿ͕ŝŶĐůƵĚĞĚŝŶƚŚĞ'ƌŽƵƉůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρ͕ĂƌĞŶŽƚĨĂŝƌůLJƉƌĞƐĞŶƚĞĚĂŶĚŶŽƚƉƌĞƉĂƌĞĚ͕

ŝŶĂůůŵĂƚĞƌŝĂůƌĞƐƉĞĐƚƐ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚE^ƐŝƐƐƵĞĚďLJƚŚĞyZ͘



^ĐŽƉĞŽĨ ĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚ



tĞŚĂǀĞƵŶĚĞƌƚĂŬĞŶĂƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŽǀĞƌƚŚĞĨŽůůŽǁŝŶŐ^ĞůĞĐƚĞĚ','ŝƐĐůŽƐƵƌĞƐŽŶƉĂŐĞƐ ϭΘƚŽϮϬ͖ĂŶĚ

ƉƉĞŶĚŝdžKŶĞƉĂŐĞƐϮϯƚŽϮρŽĨƚŚĞ'ƌŽƵƉůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρ͗



Subject matter: ‘Selected Scope 1 and 2 disclosures’ZĞĨĞƌĞŶĐĞ

','ĞŵŝƐƐŝŽŶƐ͗ŐƌŽƐƐĞŵŝƐƐŝŽŶƐŝŶŵĞƚƌŝĐƚŽŶŶĞƐŽĨĂƌďŽŶĚŝŽdžŝĚĞĞƋƵŝǀĂůĞŶƚ;‘K

Ϯ

Ğ’Ϳ͕ĐůĂƐƐŝĨŝĞĚĂƐ͗

• ^ĐŽƉĞϭ 

• ^ĐŽƉĞϮ;ĐĂůĐƵůĂƚĞĚƵƐŝŶŐƚŚĞůŽĐĂƚŝŽŶͲďĂƐĞĚŵĞƚŚŽĚͿ

WĂŐĞϮϬ



ĚĚŝƚŝŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌƚŚĞĚŝƐĐůŽƐƵƌĞŽĨŐƌŽƐƐ','ĞŵŝƐƐŝŽŶƐƉĞƌƉĂƌĂŐƌĂƉŚϮκ;ĂͿƚŽ;ĚͿŽĨ

ŽƚĞĂƌŽĂEĞǁĞĂůĂŶĚůŝŵĂƚĞ^ƚĂŶĚĂƌĚϭ͗ůŝŵĂƚĞ ͲƌĞůĂƚĞĚŝƐĐůŽƐƵƌĞƐ(‘E^ϭ’)͕ďĞŝŶŐ ͗

• dŚĞƐƚĂƚĞŵĞŶƚĚĞƐĐƌŝďŝŶŐƚŚĂƚthe Group’s','ĞŵŝƐƐŝŽŶƐŚĂǀĞďĞĞŶŵĞĂƐƵƌĞĚŝŶ

ĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶƚĞƌŶĂƚŝŽŶĂů^ƚĂŶĚĂƌĚ/^KϭκϬςκͲϭ'ƌĞĞŶŚŽƵƐĞŐĂƐĞƐ–WĂƌƚϭ͗^ƉĞĐŝĨŝĐĂƚŝŽŶ

ǁŝƚŚŐƵŝĚĂŶĐĞĂƚƚŚĞŽƌŐĂŶŝƐĂƚŝŽŶůĞǀĞůĨŽƌƋƵĂŶƚŝĨŝĐĂƚŝŽŶĂŶĚƌĞƉŽƌƚŝŶŐŽĨŐƌĞĞŶŚŽƵƐĞŐĂƐ

ĞŵŝƐƐŝŽŶƐĂŶĚƌĞŵŽǀĂůƐ(‘/^KϭκϬςκͲϭ͗ϮϬϭΘ’) and the 'ƌĞĞŶŚŽƵƐĞ'ĂƐWƌŽƚŽĐŽů͗ŽƌƉŽƌĂƚĞ

ĐĐŽƵŶƚŝŶŐĂŶĚZĞƉŽƌƚŝŶŐ^ƚĂŶĚĂƌĚ;ZĞǀŝƐĞĚĚŝƚŝŽŶͿ(the ‘','WƌŽƚŽĐŽů’), ƚŽƚŚĞĞdžƚĞŶƚƚŚŝƐ

ƉĞƌƚĂŝŶƐƚŽ^ĐŽƉĞϭĂŶĚϮ',' ĞŵŝƐƐŝŽŶƐ ͖

• dŚĞƐƚĂƚĞŵĞŶƚƚŚĂƚƚŚĞ','ĞŵŝƐƐŝŽŶƐĐŽŶƐŽůŝĚĂƚŝŽŶĂƉƉƌŽĂĐŚƵƐĞĚŝƐŽƉĞƌĂƚŝŽŶĂůĐŽŶƚƌŽů͕ƚŽ

ƚŚĞĞdžƚĞŶƚƚŚŝƐƉĞƌƚĂŝŶƐƚŽ^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐ͖ĂŶĚ 

• ^ŽƵƌĐĞƐŽĨ^ĐŽƉĞϭĂŶĚϮ','emission factors and the global warming potential (‘'tW’)

ƌĂƚĞƐƵƐĞĚŽƌĂƌĞĨĞƌĞŶĐĞƚŽƚŚĞ'tWƐŽƵƌĐĞ͘

WĂŐĞϭΘ



ŝƐĐůŽƐƵƌĞƐƌĞůĂƚŝŶŐƚŽ^ĐŽƉĞϭĂŶĚϮ','ĞŵŝƐƐŝŽŶƐŵĞƚŚŽĚƐ͕ĂƐƐƵŵƉƚŝŽŶƐĂŶĚĞƐƚŝŵĂƚŝŽŶ

ƵŶĐĞƌƚĂŝŶƚLJƉĞƌƉĂƌĂŐƌĂƉŚƐρϮƚŽρκŽĨŽƚĞĂƌŽĂEĞǁĞĂůĂŶĚůŝŵĂƚĞ^ƚĂŶĚĂƌĚϯ͗'ĞŶĞƌĂů

ZĞƋƵŝƌĞŵĞŶƚƐĨŽƌůŝŵĂƚĞͲƌĞůĂƚĞĚŝƐĐůŽƐƵƌĞƐ(‘E^ϯ’):

• ĞƐĐƌŝƉƚŝŽŶŽĨƚŚĞŵĞƚŚŽĚƐĂŶĚĂƐƐƵŵƉƚŝŽŶƐƵƐĞĚƚŽĐĂůĐƵůĂƚĞŽƌĞƐƚŝŵĂƚĞ^ĐŽƉĞϭĂŶĚϮ

','ĞŵŝƐƐŝŽŶƐ͕ĂŶĚƚŚĞůŝŵŝƚĂƚŝŽŶƐŽĨƚŚŽƐĞŵĞƚŚŽĚƐ͘

• Description of any uncertainties relevant to the Group’s quantification of its Scope 1 and 2

','ĞŵŝƐƐŝŽŶƐ͕ŝŶĐůƵĚŝŶŐƚŚĞĞĨĨĞĐƚƐŽĨƚŚĞƐĞƵŶĐĞƌƚĂŝŶƚŝĞƐŽŶĚŝƐĐůŽƐƵƌĞƐ͘

ƉƉĞŶĚŝdžKŶĞ

ƉĂŐĞƐ ϮϯƚŽϮρ 





tĞŚĂǀĞƵŶĚĞƌƚĂŬĞŶĂůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŽǀĞƌƚŚĞĨŽůůŽǁŝŶŐ^ĞůĞĐƚĞĚ','ŝƐĐůŽƐƵƌĞƐŽŶƉĂŐĞƐϭΘƚŽϮϬ͕ĂŶĚ

ƉƉĞŶĚŝdžKŶĞƉĂŐĞƐϮϯƚŽϮρŽĨƚŚĞ'ƌŽƵƉ ůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮρ͗



Subject matter: ‘Selected Scope 3 disclosures’ZĞĨĞƌĞŶĐĞ

','ĞŵŝƐƐŝŽŶƐ͗ŐƌŽƐƐĞŵŝƐƐŝŽŶƐŝŶŵĞƚƌŝĐƚŽŶŶĞƐŽĨK

Ϯ

ĞĐůĂƐƐŝĨŝĞĚĂƐ͗

• ^ĐŽƉĞϯ

WĂŐĞϮϬ



ĚĚŝƚŝŽŶĂůĚŝƐĐůŽƐƵƌĞƐƉĞƌƉĂƌĂŐƌĂƉŚϮκ;ĂͿƚŽ;ĚͿŽĨE^ϭƚŚĂƚƌĞůĂƚĞƐƚŽ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐ͗WĂŐĞƐϭΘƚŽϭε



INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETSDELOITTE ASSURANCE REPORT

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 26

APPENDIX


• dŚĞƐƚĂƚĞŵĞŶƚĚĞƐĐƌŝďŝŶŐƚŚĂƚthe Group’s','ĞŵŝƐƐŝŽŶƐŚĂǀĞďĞĞŶŵĞĂƐƵƌĞĚŝŶ

ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ/^KϭκϬςκͲϭ͗ϮϬϭΘĂŶĚƚŚĞ','WƌŽƚŽĐŽů͕ƚŽƚŚĞĞdžƚĞŶƚƚŚŝƐƉĞƌƚĂŝŶƐƚŽ

^ĐŽƉĞϯ ','ĞŵŝƐƐŝŽŶƐ͖

• dŚĞ ƐƚĂƚĞŵĞŶƚƚŚĂƚƚŚĞ','ĞŵŝƐƐŝŽŶƐĐŽŶƐŽůŝĚĂƚŝŽŶĂƉƉƌŽĂĐŚƵƐĞĚŝƐ ŽƉĞƌĂƚŝŽŶĂůĐŽŶƚƌŽů͕ƚŽ

ƚŚĞĞdžƚĞŶƚƚŚŝƐƉĞƌƚĂŝŶƐƚŽ^ĐŽƉĞϯ',' ĞŵŝƐƐŝŽŶƐ͖

• ^ŽƵƌĐĞƐŽĨ^ĐŽƉĞϯĞŵŝƐƐŝŽŶĨĂĐƚŽƌƐĂŶĚƚŚĞ'tWƌĂƚĞƐƵƐĞĚŽƌĂƌĞĨĞƌĞŶĐĞƚŽƚŚĞ'tW

ƐŽƵƌĐĞ͖ĂŶĚ

• dŚĞƐƵŵŵĂƌLJŽĨƐƉĞĐŝĨŝĐĞdžĐůƵƐŝŽŶƐŽĨƐŽƵƌĐĞƐŽĨ^ĐŽƉĞϯ ','ĞŵŝƐƐŝŽŶƐ͕ŝŶĐůƵĚŝŶŐĨĂĐŝůŝƚŝĞƐ͕

ŽƉĞƌĂƚŝŽŶƐŽƌĂƐƐĞƚƐǁŝƚŚĂũƵƐƚŝĨŝĐĂƚŝŽŶĨŽƌƚŚĞŝƌĞdžĐůƵƐŝŽŶ͘

ŝƐĐůŽƐƵƌĞƐƌĞůĂƚŝŶŐƚŽ^ĐŽƉĞϯ','ĞŵŝƐƐŝŽŶƐŵĞƚŚŽĚƐ͕ĂƐƐƵŵƉƚŝŽŶƐĂŶĚĞƐƚŝŵĂƚŝŽŶƵŶĐĞƌƚĂŝŶƚLJƉĞƌ

ƉĂƌĂŐƌĂƉŚρϮƚŽρκŽĨE^ϯ͗

• ĞƐĐƌŝƉƚŝŽŶŽĨƚŚĞŵĞƚŚŽĚƐĂŶĚĂƐƐƵŵƉƚŝŽŶƐƵƐĞĚƚŽĐĂůĐƵůĂƚĞŽƌĞƐƚŝŵĂƚĞ^ĐŽƉĞϯ','

ĞŵŝƐƐŝŽŶƐ͕ĂŶĚƚŚĞůŝŵŝƚĂƚŝŽŶƐŽĨƚŚŽƐĞŵĞƚŚŽĚƐ͘

• Description of uncertainties relevant to the Group’s quantification of its Scope 3 GHG

ĞŵŝƐƐŝŽŶƐ͕ŝŶĐůƵĚŝŶŐƚŚĞĞĨĨĞĐƚƐŽĨƚŚĞƐĞƵŶĐĞƌƚĂŝŶƚŝĞƐŽŶĚŝƐĐůŽƐƵƌĞƐ͘

ƉƉĞŶĚŝdžKŶĞ

ƉĂŐĞƐ ϮϯƚŽϮρ





KƵƌĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚĚŽĞƐŶŽƚĞdžƚĞŶĚƚŽĂŶLJŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŝŶĐůƵĚĞĚ͕ŽƌƌĞĨĞƌƌĞĚƚŽ͕ŝŶƚŚĞ'ƌŽƵƉ ůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐ

ŽŶƉĂŐĞƐ ϬϭƚŽϭϳ͕ϮϭƚŽϮϮŽƌƚŚĞŶŶƵĂůZĞƉŽƌƚ͘tĞŚĂǀĞŶŽƚƉĞƌĨŽƌŵĞĚĂŶLJƉƌŽĐĞĚƵƌĞƐǁŝƚŚƌĞƐƉĞĐƚƚŽƚŚĞĞdžĐůƵĚĞĚ

ŝŶĨŽƌŵĂƚŝŽŶĂŶĚ͕ƚŚĞƌĞĨŽƌĞ͕ŶŽĐŽŶĐůƵƐŝŽŶŝƐĞdžƉƌĞƐƐĞĚŽŶŝƚ͘



KƚŚĞƌ ŵĂƚƚĞƌ–ĐŽŵƉĂƌĂƚŝǀĞŝŶĨŽƌŵĂƚŝŽŶ



dŚĞĐŽŵƉĂƌĂƚŝǀĞ','ĚŝƐĐůŽƐƵƌĞƐ;ƚŚĂƚŝƐ','ĚŝƐĐůŽƐƵƌĞƐĨŽƌƚŚĞƉĞƌŝŽĚƐĞŶĚĞĚϯϬ:ƵŶĞϮϬϮκ͕ϯϬ:ƵŶĞϮϬϮϯĂŶĚϯϬ:ƵŶĞϮϬϮϮͿ

ŚĂǀĞŶŽƚďĞĞŶƚŚĞƐƵďũĞĐƚŽĨĂŶĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚƵŶĚĞƌƚĂŬĞŶŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚEĞǁĞĂůĂŶĚ^ƚĂŶĚĂƌĚŽŶƐƐƵƌĂŶĐĞ

ŶŐĂŐĞŵĞŶƚƐϭ͗ƐƐƵƌĂŶĐĞŶŐĂŐĞŵĞŶƚƐŽǀĞƌ'ƌĞĞŶŚŽƵƐĞ'ĂƐŵŝƐƐŝŽŶƐŝƐĐůŽƐƵƌĞƐ(‘E^ϭ’). These disclosures are not

ĐŽǀĞƌĞĚďLJŽƵƌĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶ͘



KƚŚĞƌŵĂƚƚĞƌ–ƐĞƉĂƌĂƚĞ','ŵŝƐƐŝŽŶƐ/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ



dŚĞ'ƌŽƵƉŚĂƐĂůƐŽƉƌĞƉĂƌĞĚĂ','ŵŝƐƐŝŽŶƐ/ŶǀĞŶƚŽƌLJZĞƉŽƌƚĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚ ϯϬ:ƵŶĞϮϬϮρ(the ‘','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚ’)

ǁŚŝĐŚŝŶĐůƵĚĞƐ','ĞŵŝƐƐŝŽŶƐŝŶĨŽƌŵĂƚŝŽŶĚŝƐĐůŽƐĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞ',' WƌŽƚŽĐŽůĂŶĚ/^KϭκϬςκͲ

ϭ͗ϮϬϭΘ͘tĞŚĂǀĞƉĞƌĨŽƌŵĞĚĂƐĞƉĂƌĂƚĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶƚĞƌŶĂƚŝŽŶĂů^ƚĂŶĚĂƌĚŽŶƐƐƵƌĂŶĐĞ

ŶŐĂŐĞŵĞŶƚƐ;EĞǁĞĂůĂŶĚͿϯκϭϬ͗ƐƐƵƌĂŶĐĞŶŐĂŐĞŵĞŶƚƐŽŶ'ƌĞĞŶŚŽƵƐĞ'ĂƐ^ƚĂƚĞŵĞŶƚƐ(‘/^;EͿϯκϭϬ’) issued by the XRB

ŽŶƚŚĞ','/ŶǀĞŶƚŽƌLJ ZĞƉŽƌƚ͘dŚĞ','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚƚŽŐĞƚŚĞƌǁŝƚŚŽƵƌƐĞƉĂƌĂƚĞĂƐƐƵƌĂŶĐĞƌĞƉŽƌƚŝƐĂǀĂŝůĂďůĞĂƚ

ŚƚƚƉƐ͗ͬͬŝŶǀĞƐƚŽƌƐ͘ǁŝŶƚŽŶ͘ŶnjͬŝŶǀĞƐƚŽƌͲĐĞŶƚƌĞͬ ͘



Director’s ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞ^ĞůĞĐƚĞĚ ','ŝƐĐůŽƐƵƌĞƐ



dŚĞ ŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶĂŶĚĨĂŝƌƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ^ĞůĞĐƚĞĚ ',' ŝƐĐůŽƐƵƌĞƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚE

^Ɛ͕ǁŚŝĐŚŝŶĐůƵĚĞƐĚĞƚĞƌŵŝŶŝŶŐĂŶĚĚŝƐĐůŽƐŝŶŐƚŚĞĂƉƉƌŽƉƌŝĂƚĞƐƚĂŶĚĂƌĚŽƌƐƚĂŶĚĂƌĚƐƵƐĞĚƚŽŵĞĂƐƵƌĞthe Group’s','

ĞŵŝƐƐŝŽŶƐ͘dŚŝƐƌĞƐƉŽŶƐŝďŝůŝƚLJŝŶĐůƵĚĞƐƚŚĞĚĞƐŝŐŶ͕ŝŵƉůĞŵĞŶƚĂƚŝŽŶĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽůƐƌĞůĞǀĂŶƚƚŽƚŚĞ

ƉƌĞƉĂƌĂƚŝŽŶŽĨ^ĞůĞĐƚĞĚ ',' ŝƐĐůŽƐƵƌĞƐƚŚĂƚĂƌĞĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͘



/ŶŚĞƌĞŶƚ ƵŶĐĞƌƚĂŝŶƚLJŝŶƉƌĞƉĂƌŝŶŐ^ĞůĞĐƚĞĚ','ŝƐĐůŽƐƵƌĞƐ



EŽŶ ͲĨŝŶĂŶĐŝĂůŝŶĨŽƌŵĂƚŝŽŶ͕ƐƵĐŚĂƐƚŚĂƚŝŶĐůƵĚĞĚŝŶƚŚĞ'ƌŽƵƉůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐ͕ŝƐƐƵďũĞĐƚƚŽŵŽƌĞŝŶŚĞƌĞŶƚůŝŵŝƚĂƚŝŽŶƐƚŚĂŶ

ĨŝŶĂŶĐŝĂůŝŶĨŽƌŵĂƚŝŽŶ͕ŐŝǀĞŶďŽƚŚŝƚƐŶĂƚƵƌĞĂŶĚƚŚĞŵĞƚŚŽĚƐƵƐĞĚĂŶĚĂƐƐƵŵƉƚŝŽŶƐĂƉƉůŝĞĚŝŶĚĞƚĞƌŵŝŶŝŶŐ͕ĐĂůĐƵůĂƚŝŶŐĂŶĚ

ƐĂŵƉůŝŶ ŐŽƌĞƐƚŝŵĂƚŝŶŐƐƵĐŚŝŶĨŽƌŵĂƚŝŽŶ͘^ƉĞĐŝĨŝĐĂůůLJ͕ĂƐĚŝƐĐƵƐƐĞĚŽŶƉĂŐĞϭΘŽĨƚŚĞ'ƌŽƵƉ ůŝŵĂƚĞ^ƚĂƚĞŵĞŶƚƐ͕','

ƋƵĂŶƚŝĨŝĐĂƚŝŽŶŝƐƐƵďũĞĐƚƚŽŝŶŚĞƌĞŶƚƵŶĐĞƌƚĂŝŶƚLJďĞĐĂƵƐĞŽĨŝŶĐŽŵƉůĞƚĞƐĐŝĞŶƚŝĨŝĐŬŶŽǁůĞĚŐĞƵƐĞĚƚŽĚĞƚĞƌŵŝŶĞĞŵŝƐƐŝŽŶƐĨĂĐƚŽƌƐ

ĂŶĚƚŚĞǀĂůƵĞƐŶĞĞĚĞĚƚŽĐŽŵďŝŶĞĞŵŝƐƐŝŽŶƐŽĨĚŝĨĨĞƌĞŶƚŐĂƐĞƐ͘



ƐƚŚĞƉƌŽĐĞĚƵƌĞƐƉĞƌĨŽƌŵĞĚĨŽƌƚŚŝƐĞŶŐĂŐĞŵĞŶƚĂƌĞŶŽƚƉĞƌĨŽƌŵĞĚĐŽŶƚŝŶƵŽƵƐůLJƚŚƌŽƵŐŚŽƵƚƚŚĞƌĞůĞǀĂŶƚƉĞƌŝŽĚĂŶĚƚŚĞ

procedures performed in respect of the Group’s compliance with NZ CSs are undertaken on a test basis, our assurance

ĞŶŐĂŐĞŵĞŶƚĐĂŶŶŽƚďĞƌĞůŝĞĚŽŶƚŽĚĞƚĞĐƚĂůůŝŶƐƚĂŶĐĞƐǁŚĞƌĞƚŚĞ'ƌŽƵƉŵĂLJŶŽƚŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƚŚĞE^Ɛ͘ĞĐĂƵƐĞŽĨ

ƚŚĞƐĞŝŶŚĞƌĞŶƚůŝŵŝƚĂƚŝŽŶƐ͕ŝƚŝƐƉŽƐƐŝďůĞƚŚĂƚĨƌĂƵĚ͕ĞƌƌŽƌŽƌŶŽŶͲĐŽŵƉůŝĂŶĐĞŵĂLJŽĐĐƵƌĂŶĚŶŽƚďĞĚĞƚĞĐƚĞĚ͘



/ŶĂĚĚŝƚŝŽŶ͕ĨŽƌƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϯĚŝƐĐůŽƐƵƌĞƐǁĞŶŽƚĞƚŚĂƚĂůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝƐŶŽƚĚĞƐŝŐŶĞĚƚŽĚĞƚĞĐƚĂůů

ŝŶƐƚĂŶĐĞƐŽĨŶŽŶͲĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞE^Ɛ͕ĂƐŝƚŐĞŶĞƌĂůůLJĐŽŵƉƌŝƐĞƐŵĂŬŝŶŐĞŶƋƵŝƌĞƐ͕ƉƌŝŵĂƌŝůLJŽĨƚŚĞƌĞƐƉŽŶƐŝďůĞƉĂƌƚLJ͕ĂŶĚ

ĂƉƉůLJŝŶŐĂŶĂůLJƚŝĐĂůĂŶĚŽƚŚĞƌƌĞǀŝĞǁƉƌŽĐĞĚƵƌĞƐ͘





INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETSDELOITTE ASSURANCE REPORT

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 27

APPENDIX


KƵƌ ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐ



KƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽĞdžƉƌĞƐƐĂŶŝŶĚĞƉĞŶĚĞŶƚƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞŽƉŝŶŝŽŶŽŶƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϭĂŶĚϮĚŝƐĐůŽƐƵƌĞƐĂŶĚĂ

ůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶŽŶƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϯĚŝƐĐůŽƐƵƌĞƐ͕ďĂƐĞĚŽŶƚŚĞƉƌŽĐĞĚƵƌĞƐǁĞŚĂǀĞƉĞƌĨŽƌŵĞĚĂŶĚƚŚĞ

ĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚ͘



tĞĐŽŶĚƵĐƚĞĚŽƵƌĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚE^ϭĂŶĚ /^;EͿϯκϭϬ͕ŝƐƐƵĞĚďLJƚŚĞyZ͘dŚĞƐĞƐƚĂŶĚĂƌĚƐ

ƌĞƋƵŝƌĞƚŚĂƚǁĞƉůĂŶĂŶĚƉĞƌĨŽƌŵƚŚŝƐĞŶŐĂŐĞŵĞŶƚƚŽŽďƚĂŝŶƚŚĞŝŶƚĞŶĚĞĚůĞǀĞůŽĨĂƐƐƵƌĂŶĐĞĂďŽƵƚǁŚĞƚŚĞƌƚŚĞ^ĞůĞĐƚĞĚ','

ŝƐĐůŽƐƵƌĞƐĂƌĞĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͘



KƵƌ ŝŶĚĞƉĞŶĚĞŶĐĞĂŶĚƋƵĂůŝƚLJŵĂŶĂŐĞŵĞŶƚ



tĞŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƚŚĞŝŶĚĞƉĞŶĚĞŶĐĞĂŶĚŽƚŚĞƌĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐŽĨE^ϭ͕ǁŚŝĐŚŝƐĨŽƵŶĚĞĚŽŶĨƵŶĚĂŵĞŶƚĂů

ƉƌŝŶĐŝƉůĞƐŽĨŝŶƚĞŐƌŝƚLJ͕ŽďũĞĐƚŝǀŝƚLJ͕ƉƌŽĨĞƐƐŝŽŶĂůĐŽŵƉĞƚĞŶĐĞĂŶĚĚƵĞĐĂƌĞ͕ĐŽŶĨŝĚĞŶƚŝĂůŝƚLJĂŶĚƉƌŽĨĞƐƐŝŽŶĂůďĞŚĂǀŝŽƵƌ͘



tĞŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƚŚĞŝŶĚĞƉĞŶĚĞŶĐĞĂŶĚŽƚŚĞƌĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐŽĨE^ϭ͕ǁŚŝĐŚŝƐĨŽƵŶĚĞĚŽŶĨƵŶĚĂŵĞŶƚĂů

ƉƌŝŶĐŝƉůĞƐŽĨŝŶƚĞŐƌŝƚLJ͕ŽďũĞĐƚŝǀŝƚLJ͕ƉƌŽĨĞƐƐŝŽŶĂůĐŽŵƉĞƚĞŶĐĞĂŶĚĚƵĞĐĂƌĞ͕ĐŽŶĨŝĚĞŶƚŝĂůŝƚLJĂŶĚƉƌŽĨĞƐƐŝŽŶĂůďĞŚĂǀŝŽƵƌ͘tĞŚĂǀĞ

ĂůƐŽĐŽŵƉůŝĞĚǁŝƚŚƚŚĞĨŽůůŽǁŝŶŐƉƌŽĨĞƐƐŝŽŶĂůĂŶĚĞƚŚŝĐĂůƐƚĂŶĚĂƌĚƐ͗

• WƌŽĨĞƐƐŝŽŶĂůĂŶĚƚŚŝĐĂů^ƚĂŶĚĂƌĚϭ͗/ŶƚĞƌŶĂƚŝŽŶĂůŽĚĞŽĨƚŚŝĐƐĨŽƌƐƐƵƌĂŶĐĞWƌĂĐƚŝƚŝŽŶĞƌƐ;ŝŶĐůƵĚŝŶŐ/ŶƚĞƌŶĂƚŝŽŶĂů

/ŶĚĞƉĞŶĚĞŶĐĞ^ƚĂŶĚĂƌĚƐͿ;EĞǁĞĂůĂŶĚͿ͖

• WƌŽĨĞƐƐŝŽŶĂůĂŶĚƚŚŝĐĂů^ƚĂŶĚĂƌĚϯ͗YƵĂůŝƚLJDĂŶĂŐĞŵĞŶƚĨŽƌ&ŝƌŵƐƚŚĂƚWĞƌĨŽƌŵƵĚŝƚƐŽƌZĞǀŝĞǁƐŽĨ&ŝŶĂŶĐŝĂů

^ƚĂƚĞŵĞŶƚƐ͕ŽƌKƚŚĞƌƐƐƵƌĂŶĐĞŽƌZĞůĂƚĞĚ^ĞƌǀŝĐĞƐŶŐĂŐĞŵĞŶƚƐǁŚŝĐŚƌĞƋƵŝƌĞƐƚŚĞĨŝƌŵƚŽĚĞƐŝŐŶ͕ŝŵƉůĞŵĞŶƚĂŶĚ

ŽƉĞƌĂƚĞĂƐLJƐƚĞŵŽĨƋƵĂůŝƚLJŵĂŶĂŐĞŵĞŶƚŝŶĐůƵĚŝŶŐƉŽůŝĐŝĞƐĂŶĚƉƌŽĐĞĚƵƌĞƐƌĞŐĂƌĚŝŶŐĐŽŵƉůŝĂŶĐĞǁŝƚŚĞƚŚŝĐĂů

ƌĞƋƵŝƌĞŵĞŶƚƐ͕ƉƌŽĨĞƐƐŝŽŶĂůƐƚĂŶĚĂƌĚƐĂŶĚĂƉƉůŝĐĂďůĞůĞŐĂůĂŶĚƌĞŐƵůĂƚŽƌLJƌĞƋƵŝƌĞŵĞŶƚƐ͖ĂŶĚ

• WƌŽĨĞƐƐŝŽŶĂůĂŶĚƚŚŝĐĂů^ƚĂŶĚĂƌĚκ͗ŶŐĂŐĞŵĞŶƚYƵĂůŝƚLJZĞǀŝĞǁƐ͘



/ŶĂĚĚŝƚŝŽŶƚŽƚŚŝƐĞŶŐĂŐĞŵĞŶƚ͕ǁĞĂůƐŽƉƌŽǀŝĚĞĂƐƐƵƌĂŶĐĞŽǀĞƌƚŚĞ','/ŶǀĞŶƚŽƌLJZĞƉŽƌƚĨŽƌƚŚĞ'ƌŽƵƉ͘KƚŚĞƌƚŚĂŶŝŶŽƵƌ

ĐĂƉĂĐŝƚLJĂƐĂƐƐƵƌĂŶĐĞƉƌŽǀŝĚĞƌ͕ǁĞŚĂǀĞŶŽƌĞůĂƚŝŽŶƐŚŝƉǁŝƚŚŽƌŝŶƚĞƌĞƐƚƐŝŶƚŚĞ'ƌŽƵƉ ͕ĞdžĐĞƉƚƚŚĂƚĐĞƌƚĂŝŶƉĂƌƚŶĞƌƐĂŶĚ

ĞŵƉůŽLJĞĞƐŽĨŽƵƌĨŝƌŵĚĞĂůǁŝƚŚƚŚĞ'ƌŽƵƉ ŽŶŶŽƌŵĂůƚĞƌŵƐǁŝƚŚŝŶƚŚĞŽƌĚŝŶĂƌLJĐŽƵƌƐĞŽĨƚƌĂĚŝŶŐĂĐƚŝǀŝƚŝĞƐŽĨƚŚĞďƵƐŝŶĞƐƐŽĨ

ƚŚĞ 'ƌŽƵƉ ͘



ƐǁĞĂƌĞĞŶŐĂŐĞĚƚŽĨŽƌŵĂŶŝŶĚĞƉĞŶĚĞŶƚŽƉŝŶŝŽŶĂŶĚĐŽŶĐůƵƐŝŽŶŽŶƚŚĞ^ĞůĞĐƚĞĚ',' ŝƐĐůŽƐƵƌĞƐƉƌĞƉĂƌĞĚďLJƚŚĞ'ƌŽƵƉ͕ǁĞ

ĂƌĞŶŽƚƉĞƌŵŝƚƚĞĚƚŽďĞŝŶǀŽůǀĞĚŝŶƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞ','ŝŶĨŽƌŵĂƚŝŽŶĂƐĚŽŝŶŐƐŽŵĂLJĐŽŵƉƌŽŵŝƐĞŽƵƌŝŶĚĞƉĞŶĚĞŶĐĞ͘



^ƵŵŵĂƌLJŽĨǁŽƌŬ ƉĞƌĨŽƌŵĞĚ 



ZĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞ



KƵƌƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚǁĂƐƉĞƌĨŽƌŵĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚE^ϭĂŶĚ/^;EͿϯκϭϬ͘dŚŝƐŝŶǀŽůǀĞƐ

ƉĞƌĨŽƌŵŝŶŐƉƌŽĐĞĚƵƌĞƐƚŽŽďƚĂŝŶĞǀŝĚĞŶĐĞĂďŽƵƚƚŚĞƋƵĂŶƚŝĨŝĐĂƚŝŽŶŽĨĞŵŝƐƐŝŽŶƐĂŶĚƌĞůĂƚĞĚŝŶĨŽƌŵĂƚŝŽŶŝŶƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϭ

ĂŶĚϮĚŝƐĐůŽƐƵƌĞƐ. The nature, timing and extent of procedures selected depend on the assurance practitioner’s judgement,

ŝŶĐůƵĚŝŶŐƚŚĞĂƐƐĞƐƐŵĞŶƚŽĨƚŚĞƌŝƐŬƐŽĨŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ŝŶƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϭĂŶĚϮ

ĚŝƐĐůŽƐƵƌĞƐ͘



In making those risk assessments, we considered internal control relevant to the Group’s preparation of the Selected Scope 1

ĂŶĚϮĚŝƐĐůŽƐƵƌĞƐ͘ƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚĂůƐŽŝŶĐůƵĚĞƐ͗

• Assessing the suitability in the circumstances of Group’s use of NZ CSsĂƐƚŚĞďĂƐŝƐĨŽƌƉƌĞƉĂƌŝŶŐƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϭ

ĂŶĚϮĚŝƐĐůŽƐƵƌĞƐ͖

• ǀĂůƵĂƚŝŶŐƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƋƵĂŶƚŝĨŝĐĂƚŝŽŶŵĞƚŚŽĚƐĂŶĚƌĞƉŽƌƚŝŶŐƉŽůŝĐŝĞƐƵƐĞĚ͕ĂŶĚƚŚĞƌĞĂƐŽŶĂďůĞŶĞƐƐŽĨ

ĞƐƚŝŵĂƚĞƐŵĂĚĞďLJƚŚĞ'ƌŽƵƉ͖ĂŶĚ

• ǀĂůƵĂƚŝŶŐƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϭĂŶĚϮĚŝƐĐůŽƐƵƌĞƐ͘



tĞďĞůŝĞǀĞƚŚĂƚƚŚĞĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞ

ŽƉŝŶŝŽŶ͘ 



>ŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞ



KƵƌůŝŵŝƚĞĚĂƐƐƵƌĂŶĐĞĞŶŐĂŐĞŵĞŶƚǁĂƐƉĞƌĨŽƌŵĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚE^ϭĂŶĚ/^;EͿϯκϭϬ͘dŚŝƐŝŶǀŽůǀĞƐĂƐƐĞƐƐŝŶŐƚŚĞ

suitability in the circumstances of Group’s use of NZ CSs as the basis for the preparation of the Selected Scope 3 disclosureƐ͕

ĂƐƐĞƐ ƐŝŶŐƚŚĞƌŝƐŬƐŽĨŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϯĚŝƐĐůŽƐƵƌĞƐǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ƌĞƐƉŽŶĚŝŶŐƚŽ

ƚŚĞĂƐƐĞƐƐĞĚƌŝƐŬƐĂƐŶĞĐĞƐƐĂƌLJŝŶƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ĂŶĚĞǀĂůƵĂƚŝŶŐƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ^ĞůĞĐƚĞĚ^ĐŽƉĞϯĚŝƐĐůŽƐƵƌĞƐ͘



INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETSDELOITTE ASSURANCE REPORT

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 28

APPENDIX

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETSDELOITTE ASSURANCE REPORT
CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 29

APPENDIX

04 Northbrook,
Wānaka

BC

Ayrburn Lakes,

Arrowtown

04

INTRODUCTIONGOVERNANCESTRATEGYRISKMETRICS & TARGETS

CLIMATE-RELATED DISCLOSURES FY25 WINTON LAND LIMITED | 30

DELOITTE ASSURANCE REPORTAPPENDIX

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