Winton announces FY26 Annual Results

26 August 2026

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 2026

Please find attached the following information relating to Winton Land Limited’s results for the
financial year ended 30 June 2026:

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

(b) the Investor Presentation; and

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

For the purposes of ASX Listing Rule 1.15.3, Winton Land Limited confirms that it continues to
comply with the listing rules of its home exchange, being the NZX Listing Rules.

Yours sincerely





Jean McMahon
CFO

---

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

MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN
26 August 2026
WINTON ANNOUNCES FY26 ANNUAL RESULTS
Winton (NZX: WIN / ASX: WTN) today announces its annual results for the twelve months ending 30
June 2026 (FY26).
Revenue for FY26 was $188.8 million, a 21.5% increase compared to FY25 revenue of $155.4 million.
Winton’s longstanding pre-sale strategy continued to serve the company well, with 430 units settling
during the year.
Earnings before interest, tax, depreciation, and amortisation (EBITDA) for FY26 was $45.6 million, an
increase of 114.1% compared to FY25’s EBITDA of $21.3 million. Net profit after tax (NPAT) was $22.7
million, reflecting a 119.6% increase from $10.3 million in FY25.
Steven Joyce, Chair of Winton, said: “In FY26, market conditions across New Zealand were decidedly
mixed, with the Auckland market remaining subdued while conditions in other regions proved more
resilient. The New Zealand economy looked set to improve early in this calendar year, but the war in
the Middle East provided a significant setback to the trading environment for Winton as it did for
many other companies. Against that backdrop, a higher volume of residential settlements and a full
year of trading across the Ayrburn venues, together with the opening of Bravo at Cracker Bay,
supported a significantly improved profit result for the year.”
Winton finished FY26 with a pre-sale book of $27.4 million as at 30 June 2026, a landbank yield of
c5,400 units and cash holdings of $38.8 million. Borrowings were $44.2 million as at 30 June 2026, a
decrease from $99.4 million reflecting the repayment to two debt facilities in FY26. The two
remaining facilities have no recourse to Winton at the group level.
Winton’s residential development business again underpinned the result. FY26 was a strong year for
Lakeside at Te Kauwhata, with all 240 lots at Stage 4 and all 77 lots within Stage 5A settling during
the year, concluding the land supply agreement with Kāinga Ora that has underpinned this phase of
development. At Northlake in Wānaka, land lots have settled across Stages 15, 17 and 18, and all
commercial units at Northlake have now settled. Winton has submitted a request to Queenstown
Lakes District Council for a private plan change to enable approximately 65 additional residential lots
within Stage 19, a meaningful extension of one of our most established communities.
FY26 was the first full year with all Ayrburn venues trading, following the opening of the Bakehouse
and Billy’s restaurants during FY25. The second Ayrburn Classic, held in February 2026, headlined the
precinct’s growing events programme. In February 2026, Winton opened Bravo at Cracker Bay, an
overwater restaurant located on Auckland’s Waitematā Harbour. The commercial floors above Bravo
have attracted quality tenants, drawn to its appealing position on the waterfront.
Northbrook Wānaka, our first retirement village, marked its first birthday on 14 May 2026,
completing its inaugural year of operation. The Wellness Spa opened on 4 February 2026, and
construction of Stage 2 began in January 2026. Stage 2 comprises the Welcome Building and a Care
Suite of 35 suites providing rest home, hospital-level and dementia care, with both on track to open

2
in 2027. During the year the village generated deferred management and weekly fees, with pre-sales
and occupancy continuing to build.
During the year Winton also introduced Goodfellows, a new lifestyle village at Lakeside, Te
Kauwhata, designed for those over 60. Goodfellows extends Winton’s established masterplanned
community model, making use of land the company already holds within its Lakeside community.
Offered under Occupation Right Agreements, the Goodfellows village is expected to build a base of
recurring deferred management and weekly fee income over time, complementing Winton’s
development earnings.
Positioned between Auckland and Hamilton, the village will comprise 210 standalone homes, with
Stage 1 delivering 72 homes alongside amenities including a heated pool and spa, gym and residents’
lounge. During the year the internal resident facilities within the existing commercial building were
completed, groundworks for the external facilities got underway, and construction began on four
display homes. A full sales campaign is planned for October 2026, with display units due for
completion in 2026 and the first residents expected to move in from 2027.
In March 2026, the Sunfield development in South Auckland reached an important milestone, when
it received a positive decision under the Fast-track Approvals Act 2024. In April 2026, Auckland
Council lodged an appeal against that decision in the High Court, and a hearing has been set for
September 2026. Sunfield remains one of Winton’s largest and most transformative projects,
planned to deliver significant housing supply to South Auckland, and we will continue to pursue the
approval with discipline.
In April 2026, the Ayrburn Screen Hub also received a positive decision under the Fast-track
Approvals Act 2024, with no appeal lodged within the statutory timeframe.
As previously advised to the market, Chris Meehan resigned as Chief Executive Officer and Chair of
Winton on 5 July 2026. Mr Meehan remains a Director of Winton and will consult to the company on
major development projects, as required.
The Board has confidence that the senior leadership team will continue to successfully deliver on
Winton’s plans and performance. Julian Cook, Executive Director of Retirement has assumed an
expanded role in an interim capacity to support the senior leadership team. The Board has
commenced a comprehensive process to appoint a permanent CEO and hopes to make an
announcement on progress with that appointment prior to the Annual Shareholders’ Meeting.
The Board continues to pause dividends to maintain financial discipline during the current softer
market conditions but is actively considering how and when it might resume dividends to
shareholders.
Steven Joyce concludes: “Winton is cautiously positive about an improvement in trading conditions in
the year ahead, but the level of economic uncertainty remains high. The company will remain
focused on converting its landbank into settlements, progressing its major projects at Sunfield and
the Ayrburn Screen Hub, and optimising its commercial and retirement offerings. The Board will
shortly review projects for investment and will update shareholders on any specific decisions made
as a result of that process.”
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.

3
Ends.
For investor or analyst queries, please contact:
Jean McMahon, CFO
+64 9 869 2271
investors@winton.nz

For media queries, please contact:
Emily van Velthooven, Lillis Clark
+64 27 808 7871
emily@lillisclark.com


About Winton
Winton is a residential land developer that specialises in developing integrated and fully
masterplanned neighbourhoods. Across its 11 masterplanned communities, Winton has a portfolio
of 22 projects expected to yield a combined total of circa 5,400 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 2026
Previous Reporting Period 12 months to 30 June 2025
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$188,841 21%
Total Revenue $188,841 21%
Net profit/(loss) from
continuing operations
$22,665 120%
Total net profit/(loss) $22,665 120%
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)
$1.87 $1.79
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
2026. 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

26 August 2026

Audited financial statements accompany this announcement.

---

winton.nz
ANNUAL REPORT
12 MONTHS ENDING
30 JUNE 2026

Contents
FC Northbrook Wānaka,
Wānaka
01 Northbrook Wānaka,
Wānaka
Key Highlights
Letter from the Chair
and Executive Director
Financial Commentary
Residential
Retirement – Northbrook Wānaka
and Goodfellows Lakeside
Commercial – Cracker Bay
Commercial – Ayrburn
Leadership and Governance
Winton ESG
Financial Statements
Corporate Governance
Directory
02
04
10
12
16
18
22
25
55
20
08
75
ANNUAL REPORT 2026

ANNUAL REPORT 2026WINTON LAND LIMITED | 01

Key Highlights
Revenue
$188.8m
(FY25: $155.4m)
02 The Manure Room
and The Woolshed,
Ayrburn
Gross profit
$85.7m
(FY25: $59.5m)
Gross profit margin
45.4%
(FY25: 38.3%)
EBITDA
$45.6m
(FY25: $21.3m)
Net profit after tax
$22.7m
(FY25: $10.3m)
ANNUAL REPORT 202602 | WINTON LAND LIMITED

N PAT m a rgin
12.0%
(FY25: 6.6%)
Cash
$38.8m
(FY25: $20.3m)
Total equity
$555.4m
(FY25: $531.2m)
Units delivered and settled
430
(FY25: 266)
Development gross margin
37.1 %
(FY25: 31.2%)
Borrowings
$44.2m
(FY25: $99.4m)
ANNUAL REPORT 2026WINTON LAND LIMITED | 03

I
n FY26, market conditions across
New Zealand were decidedly mixed,
with the Auckland market remaining
subdued while conditions in other
regions proved more resilient. The New
Zealand economy looked set to improve
early in this calendar year, but the war
in the Middle East provided a significant
setback to the trading environment
for Winton as it did for many other
companies. Against that backdrop, a
higher volume of residential settlements
and a full year of trading across the
Ayrburn venues, together with the
opening of Bravo at Cracker Bay,
supported a significantly improved profit
result for the year, which is set out in the
Financial Commentary that follows.
Residential
Winton’s residential development
business again underpinned the result.
FY26 was a strong year for Lakeside
at Te Kauwhata, with all 240 lots at
Stage 4 and all 77 lots within Stage 5A
settling during the year, concluding the
land supply agreement with Kāinga
Ora that has underpinned this phase of
development. A single unit within the
commercial precinct, the Child Care
Centre, was also sold. The process
to vest approximately 60 hectares
of developed reserve land to the
community is underway. Once complete,
this reserve land will provide green open
space and parks that will be enjoyed for
years to come.
At Northlake in Wānaka, land lots have
settled across Stages 15, 17 and 18,

and all commercial units at Northlake
h
ave now settled. Winton has submitted
a request to Queenstown Lakes District
Council for a private plan change to
enable approximately 65 additional
residential lots within Stage 19, a
meaningful extension of one of our

most established communities.
O
ur Sunfield development in South
Auckland reached an important
milestone in March 2026, when it
received a positive decision under
the Fast-track Approvals Act 2024. In
April 2026, Auckland Council lodged
an appeal against that decision in the
High Court, and a hearing has been
set for September 2026. Sunfield
remains one of Winton’s largest and
most transformative projects, planned
to deliver significant housing supply to
South Auckland, and we will continue
to pursue the approval with discipline.
In April 2026, the Ayrburn Screen
Hub also received a positive decision
under the Fast-track Approvals Act
2024, with no appeal lodged within the
statutory timeframe.
Commercial
FY26 was the first full year with all
Ayrburn venues trading, following the
opening of the Bakehouse and Billy’s
restaurants during FY25. The second
Ayrburn Classic, held in February
2026, headlined the precinct’s growing
events programme. In February 2026,
Winton opened Bravo at Cracker Bay,
an overwater restaurant located on
Auckland’s Waitematā Harbour. The
commercial floors above Bravo have
attracted quality tenants, drawn to its
appealing position on the waterfront.
Letter from the Chair
and Executive Director
Steven Joyce and Julian Cook
03
03 Steven Joyce,
Chair
04
J
ulian Cook,
Executive Director
05
A
yrburn Film Hub,
Arrowtown
(artist impression)
04
ANNUAL REPORT 202604 | WINTON LAND LIMITED

05
ANNUAL REPORT 2026WINTON LAND LIMITED | 05

Retirement
N
orthbrook Wānaka, our first
retirement village, marked
its first birthday on 14 May
2026, completing its inaugural year of
operation. The Wellness Spa opened on
4 February 2026, and construction of
Stage 2 began in January 2026. Stage
2 comprises the Welcome Building and
a Care Suite of 35 suites providing rest
home, hospital-level and dementia care,
with both on track to open in 2027. During
the year the village generated deferred
management and weekly fees, with pre-
sales and occupancy continuing to build.
During the year we also introduced
Goodfellows, our new lifestyle village
at Lakeside, Te Kauwhata, designed for
those over 60. Goodfellows extends
our established masterplanned
community model, making use of land
we already hold within our Lakeside
community. Offered under Occupation
Right Agreements, the village is
expected to build a base of recurring
deferred management and weekly fee
income over time, complementing our
development earnings.
Positioned between Auckland and
Hamilton, the village will comprise
210 standalone homes, with Stage 1
delivering 72 homes alongside amenities
including a heated pool and spa, gym
and residents’ lounge. During the year
the internal resident facilities within
the existing commercial building were
completed, groundworks for the external
facilities got underway, and construction
began on four display homes. A full sales
campaign is planned for October 2026,
with display units due for completion in
2026 and the first residents expected to
move in from 2027.
Leadership change
As previously advised to the market,
Chris Meehan resigned as Chief
Executive Officer and Chair of Winton
on 5 July 2026.
Mr Meehan remains a Director of Winton
and will consult to the company on major
development projects, as required.
The Board has confidence that the
senior leadership team will continue to
successfully deliver on Winton’s plans
and performance. Julian Cook, Executive
Director of Retirement has assumed an
expanded role in an interim capacity to
support the senior leadership team. The
Board has commenced a comprehensive
process to appoint a permanent CEO
and hopes to make an announcement on
progress with that appointment prior to
the Annual Shareholders’ Meeting.
Dividend
The Board continues to pause dividends
to maintain financial discipline during
the current softer market conditions but
is actively considering how and when it
might resume dividends to shareholders.
Outlook
Winton is cautiously positive about an
improvement in trading conditions in the
year ahead, but the level of economic
uncertainty remains high.
The company will remain focused on
converting its landbank into settlements,
progressing its major projects at
Sunfield and the Ayrburn Screen Hub,
and optimising its commercial and
retirement offerings. The Board will
shortly review projects for investment
and will update shareholders on any
specific decisions made as a result of
that process.
On behalf of the Board, we thank the
Winton team for their excellent work
through the year, our trade partners,
contractors and suppliers for their
continued effort, and our shareholders
for their ongoing support.

Steven Joyce
Chair
Julian Cook
Executive Director
Letter from the Chair and Executive Director
06 Northbrook Wānaka
Wānaka
ANNUAL REPORT 202606 | WINTON LAND LIMITED

06
ANNUAL REPORT 2026WINTON LAND LIMITED | 07

W
inton delivered revenue of
$188.8 million in FY26, up
21.5% from $155.4 million in
FY25. A total of 430 units were settled,
an increase of 164 units, generating
development revenue of $147.8 million
at an average of $343,735 per unit.
The increase was led by additional
settlements at Lakeside and Northlake.
Cost of goods sold of $103.1 million was
higher than FY25, reflecting the higher
volume of settlements and additional
hospitality trading, however the
development gross margin improved to
37.1% from 31.2% as a higher proportion
of Lakeside land lots settled at above-
average margins. Group gross profit was
$85.7 million, at a margin of 45.4%.
Commercial revenue increased with a
full year of trading across the Ayrburn
venues and the opening of Bravo at
Cracker Bay in February 2026. Hospitality
revenue was $35.8 million, up $14.7
million on FY25. A net fair value gain of
$2.3 million resulted from the revaluation
of investment properties, compared with
a $5.1 million gain in FY25.
Employee benefits expense increased
by $2.4 million, reflecting the additional
headcount. There are now more than
300 employees across Ayrburn and
Bravo. Administrative expenses reduced
by $2.8 million, largely due to lower
legal costs. EBITDA was $45.6 million,
up from $21.3 million, and net profit
after tax was $22.7 million, up from

$10.3 million in FY25.
T
otal equity increased to $555.4 million,
from $531.2 million at 30 June 2025.
Inventories reduced by $53.4 million as
settlements were realised, partly offset
by land and development expenditure
at Sunfield and Northlake. During
the year the Lakeside and Northlake
development debt facilities were repaid.
The Sunfield debt facility, which had a
balance of $25.7 million at 30 June 2026,
was extended to August 2027, and the
Cracker Bay debt facility, with a balance
of approximately $18.2 million, was
extended to November 2027.
Winton enters FY27 with $38.8 million
in cash reserves.
Financial Commentary
07 Bravo,
Cracker Bay
08 Lakeside,
Te Kauwhata
09 The Woolshed,
Ayrburn
07
08
ANNUAL REPORT 202608 | WINTON LAND LIMITED

09
ANNUAL REPORT 2026WINTON LAND LIMITED | 09

R
esidential development
encompasses Winton’s traditional
land and property development
business. Revenue for FY26 from
residential development was $148.1
million, delivering $41.8 million EBITDA.
This is largely attributable to the 430
units that settled during the period.

In FY25, 266 units were settled,
p
roducing $130.3 million in revenue
and $21.9 million in EBITDA.
T
he Northlake development in Wānaka
continues to perform as one of Winton’s
most established and sought-after
communities. During FY26, 102 units
settled across Stages 15, 17 and 18.
Looking ahead, Winton has submitted
a request to the Queenstown Lakes
District Council for a private plan change
to enable approximately 65 additional
residential lots within the Northlake
urban growth boundary at Stage 19. This
would represent a meaningful extension
of the community and an opportunity
to grow the landbank yield at one of
Winton’s most proven locations.
FY26 was a landmark year for Lakeside
at Te Kauwhata, with 317 units settling
across Stage 4 and Stage 5A, concluding
the land supply agreement with Kāinga
Ora that has underpinned this phase of
development. A single unit, the Child
Care Centre within the commercial
precinct, was also sold. In parallel,
the process to vest approximately
60 hectares of reserve land to the
community has commenced, a
significant milestone in delivering on

the long-term vision for Lakeside.
Residential
Settlements by product type
RESIDENTIAL LOTS
APARTMENTS
COMMERCIAL
DWELLINGS
KEY:
FY26
settlements
by product
9%
89%2%
NeighbourhoodUnits settled
FY26
Uni
ts settled
FY25
Movement
Lakeside317183134
Beaches211
Bridesdale2-2
Northlake1025844
Launch Bay724(17)
Total430266164
Average revenue
per unit (000’s)
$344$489($145)
10
FY25
settlements
by product
8%
83%9%
ANNUAL REPORT 202610 | WINTON LAND LIMITED

11
The Sunfield development in Papakura
reached an important milestone in
March 2026 when a positive decision
was received under the Fast-track
Approvals Act 2024. In April 2026,
Auckland Council lodged an appeal
against that decision in the High
Court. A hearing date has been set for
September 2026.
Sunfield represents one of Winton’s
largest and most transformative projects,
planned as a masterplanned community
that will deliver significant housing
supply to South Auckland. The Fast-
track process to date reflects the merit
of the project and the Government’s
commitment to unlocking land for
development. Winton will continue to
pursue this approval with discipline.
10 Northlake Wānaka,
Wānaka
11

Sunfield,
Papakura
12
Lakeside,
Te Kauwhata
12
ANNUAL REPORT 2026WINTON LAND LIMITED | 11

Retirement
Northbrook Wānaka
marked its first birthday
on 14 May 2026,
completing its inaugural
year of operation with
occupancy continuing
to build and the
community establishing
itself as a distinctive
offering in the Wānaka
retirement market.
S
tage 1 was completed in May 2025.
New residents have continued to
move in steadily over the year,
and the community has taken shape as
a functioning, connected village. Sales
of the remaining available residences are
progressing at a consistent pace, with
entry prices continuing to track in line
with expectations.
The Wellness Spa officially opened on
4 February 2026, adding a significant
amenity to the village. The facility was
opened by Queenstown Lakes District
Mayor John Glover. The Wellness Spa
includes a heated indoor swimming
pool, spa pool, sauna, fully equipped
gym, yoga and pilates studio, hair
salon, and a private consultation room
for physiotherapy and allied health
services. Since opening, it has become
a focal point for daily activity and social
connection within the community.
Construction of Stage 2 commenced
in January 2026 and is being carried
out by Southbase Construction, who
also completed the Wellness Spa. This
stage comprises the Welcome and
Care Building. The Welcome Building
will incorporate a café, restaurant
and community amenities. The Care
Building will deliver 35 purpose-built
suites providing rest home, hospital-
level and dementia care, extending
Northbrook Wānaka’s capacity to
support residents across the full range
of later-life needs. Both buildings remain
on track to open in 2027.
Heading into FY27, Northbrook Wānaka
will continue to build on the momentum
of its first year. The focus will be on
welcoming more residents, preparing
for the opening of The Welcome and
Care Building, and continuing to deliver
on the core commitment: ensuring
residents live the life they love.
13-17 Northbrook Wānaka,
Wānaka
14
Northbrook Wānaka and Goodfellows Lakeside
13
15
ANNUAL REPORT 202612 | WINTON LAND LIMITED

16
17
ANNUAL REPORT 2026WINTON LAND LIMITED | 13

18
1921
Retirement
20
ANNUAL REPORT 202614 | WINTON LAND LIMITED

D
uring the year we launched
Goodfellows, our lifestyle village
at Lakeside, Te Kauwhata.
The internal resident facilities within
the existing commercial building are
complete, groundworks for the external
facilities are underway, and construction
of the display homes is well advanced
ahead of a full market launch scheduled
for October 2026. Designed for those
over 60 seeking less maintenance and
greater freedom, the village will ultimately
comprise 210 standalone homes offered
under Occupation Right Agreements,
with Stage One delivering 72. These
homes and the associated amenities
will strengthen Lakeside as a connected,
well-serviced neighbourhood.
2422
18-24 Goodfellows,
Lakeside
23
ANNUAL REPORT 2026WINTON LAND LIMITED | 15

Commercial
Cracker Bay
Cracker Bay continued to establish
itself as a distinctive waterfront
precinct during FY26.
ANNUAL REPORT 202616 | WINTON LAND LIMITED

25 Bravo,
Cracker Bay
T
he modernised office building is
now 77% occupied across its four
levels, with Level 1 the only floor
currently unleased. Leasing activity
during the year included the opening of
Bravo and a new lease on the ground
level which commenced in March 2026.
The car park continues to be leased to
Secure Parking, providing approximately
160 spaces for tenants, marina users and
restaurant patrons across the precinct.
In February 2026, Winton opened
Bravo at Cracker Bay, an overwater
restaurant and all-day dining venue
located on Auckland’s Waitematā
Harbour. Bravo serves contemporary
cuisine from breakfast through to
dinner, with views across the marina
and an Ayrburn wine list.
For boaties, book-a-berth options are
available for patrons arriving by water.
Bravo also welcomes families, with a kids’
menu and dedicated play area, and offers
Bravo Go for takeaway coffee, cabinet
food and rotisserie chicken.
The opening of Bravo adds a food and
beverage dimension to the Cracker Bay
precinct, complementing the office and
marina offerings and increasing foot
traffic to the site.
The Drystack marina facility continued
to provide service to boaties throughout
FY26.
25
ANNUAL REPORT 2026WINTON LAND LIMITED | 17

F
Y26 marked the first full year
with all Ayrburn venues trading.
Hospitality revenue for FY26
was $35.8 million, reflecting growth of
the Ayrburn precinct with all venues
operational for the full year of FY26.
In 2026, two of Ayrburn venues — Billy’s
and The Woolshed — were named in the
Michelin Selected category, recognising
the most exceptional restaurants in New
Zealand. This is a significant achievement
for the team.
The second Ayrburn Classic was held in
February 2026, building on the success
of the inaugural event, which was a
finalist in The International Historic
Motoring Awards 2025 for Breakthrough
Event of the Year. The 2026 event
was larger in scale, including a Tour
d’Elegance parade of 40 supercars and
classics and a live car auction, resulting
in 9,000 visitors.
Wine production and volumes at
Ayrburn remain steady, with harvest
and production continuing from
Ayrburn’s own heritage vines. The
Ayrburn Homestead and Ten Acre Pinot
Noirs continue to attract recognition,
most recently receiving 5-star ratings
from Cuisine Magazine for the 2024
vintage. Demand for the Chardonnays
has exceeded supply, with production
sustaining in-venue demand only.
In April 2026, the Ayrburn Screen Hub
received a positive decision under the
Fast-track Approvals Act 2024.
The Ayrburn Screen Hub will be an all-
inclusive film studio enabling users to
work and stay on site through filming,
production and post-production. The
facility will comprise studio buildings,
workrooms, office space for film
departments, dressing rooms, a screening
room and meeting space, alongside

201 units of accommodation for film
w
orkers and visitor accommodation
between productions.
The development of the Ayrburn Screen
Hub will deliver meaningful employment
and economic growth for the region,
strengthen New Zealand’s film and
television infrastructure, and provide
further improvements to water quality
across the wider Ayrburn site. The Screen
Hub will generate revenue from its
operations and incremental growth for
the broader hospitality precinct.
26
26 The Woolshed,
Ayrburn
27 The Woolshed,
Ayrburn
28
The Bakehouse,
Ayrburn
Commercial
27
ANNUAL REPORT 202618 | WINTON LAND LIMITED

28
ANNUAL REPORT 2026WINTON LAND LIMITED | 19

STEVEN JOYCE
Chair / 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 Chair of NZME Limited and

a director on various other boards.
Board of Directors
JULIAN COOK
Executive Director and
Director of Retirement
BA, MAF, BSc, MSc
Appointed 13 September 2021
Julian is responsible for leading and executing
Winton’s retirement strategy. Prior to joining
Winton, Julian spent the previous 11 years at
Summerset Group, including 7 years as CEO.
Prior to 2010, Julian was an Associate Director
with Macquarie Group for over 12 years. Julian is
currently Chair of Sky City Entertainment Group
and a director of WEL Networks and Deakin
Topco Pty Limited (trading as Levande).
Leadership and Governance
JAMES KEMP
Non-Executive Director
BCom, BFin (Hons & University Medal), MFin
Appointed 21 February 2022
James has been appointed to the Board of
Winton in his capacity as a representative of TC
Akarua 2 Pty Limited (as trustee of the TC Akarua
Sub Trust), being a substantial shareholder in
Winton. James is a Senior Managing Director in
Macquarie Asset Management (MAM) and is Head
of Real Estate, Asia-Pacific. He has over 17 years
of experience in real estate private equity and
investment banking across Asia-Pacific. James
is Chair of the Investment Committee for MAM’s
opportunistic fund series (Macquarie Real Estate
Partners). He is currently also a director of Unified
Industrial, Local, and Macquarie’s Australian land
lease communities platform.
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.
29 Ayrburn Film Hub,
Arrowtown
(artist impression)
29
ANNUAL REPORT 202620 | 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
S ailing Team .
CHRIS MEEHAN
Non-Executive Director
Associate Diploma in Business (Property Valuation)
Appointed 19 June 2017
A founding principal 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.
JOSH PHILLIPS
Non-Executive Director
(Alternate for James Kemp)
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 of the TC Akarua Sub Trust).
GLEN TUPUHI
Independent Director
Graduate Diploma in Health Management
Appointed 24 September 2021
Glen has over 30 years’ experience, including in
health and justice related fields. Glen has held
senior positions in Oranga Tamariki, Corrections,
Health Waikato, Hauora Waikato and Te Runanga
o Kirikiriroa and has extensive governance
experience representing 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.
Simon Ash
Chief Operating Officer
Jean McMahon
Chief Financial Officer
Justine Hollows
General Manager Corporate Services
Duncan Elley
General Manager Project Delivery
ANNUAL REPORT 2026WINTON LAND LIMITED | 21

F
rom FY26, if the recent proposed
changes to the statutory reporting
threshold were in force, under
which the Government’s revision of the
reporting threshold will be lifted to

$1 billion in assets, Winton will fall outside
t
he mandatory climate-related disclosure
regime. Winton will continue to maintain
core sustainability practices and data
collection to support the resumption
of full disclosures should reporting
obligations change or the company’s
scale require it.
Winton ESG
30
30 Northlake Wānaka,
Wānaka
ANNUAL REPORT 202622 | WINTON LAND LIMITED

Sustainability Data
FY26FY25FY24FY23FY22FY211
Thriving Planet
Fine for environmental breaches ($m)
000
00
0
Thriving People
Number of employees (Full time, Part-time and Casual) 33526221165
3527
Number of employees (FTE)22617915265
3527
% of FTE Female46%45%49%43%
34%30%
% of FTE Male54%54%51%57%
66%70%
% of FTE Diverse0%1%0%0%
0%0%
Turnover²9%42%24%19%
8%
n/a
Senior management gender diversity (% Female)40%40%40%40%40%n/a
Senior management gender diversity (% Male)60%60%60%60%
60%
n/a
Senior management gender diversity (% Diverse)0%0%0%0%n/an/a
Winton Total Recordable Injury Rate (TRIR)31.82.23.1n/an/an/a
Total incidents reported to Work Safe121000
Workplace fatalities000000
Data breaches000000
Portion of onsite contractors local to project75%93%95%93%
89%91%
Sustainable Future
Revenue ($m)188.8155.4173.6221.1
161.7205.6
Profit after tax ($m)22.7 10.3 15.764.6
31.746.1
Dividends to shareholders ($m) 0 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 2026WINTON LAND LIMITED | 23

ANNUAL REPORT 202624 | WINTON LAND LIMITED

31 The Woolshed,
Ayrburn
FINANCIAL
STATEMENTS
ANNUAL REPORT 2026WINTON LAND LIMITED | 25

Consolidated Statement of Comprehensive Income
For the year ended 30 June 2026
ALL VALUES IN $000'SNOTE20262025
Revenue3 188,841 155,447
Cost of goods sold (103,097) (95,930)
Gross profit 85 ,74 4 59,517
Fair value gain on investment properties5 2,309 5,062
Selling expenses10.1 (3,879) (4 , 45 0)
Property expenses (1,855) (1,844)
Employee benefits expense (22,755) (20,334)
Administrative expenses10.2 (12,701) (15,484)
Share-based payment expense10.12 (1,281) (1,179)
Total expenses (40,162) (38,229)
Earnings before interest, taxation, depreciation and amortisation (EBITDA) 45,582 21,288
Amortisation (567) (567)
Depreciation (6,441) (4 ,75 4)
Earnings before interest and taxation (EBIT) 38 , 574 15,967
Interest income 553 1,477
Interest expense and bank fees (2,866) (2, 274)
Profit before income tax 36,261 15,170
Income tax expense
Current taxation10.3 (6,593) (550)
Deferred taxation10.3 ( 7,0 03) (4 , 2 9 8)
Total income tax expense (13,596) (4 , 8 4 8)
Profit after income tax 22,665 10,322
Items that may be reclassified to profit or loss:
Movement in currency translation reserve 252 (35)
Total comprehensive income after income tax attributable

to the shareholders of the Company

22,917

10,287
B
asic earnings per share (cents)9.1 7. 6 4 3.48
Diluted earnings per share (cents)9.2 7. 3 8 3.36
The accompanying notes form part of these financial statements.
ANNUAL REPORT 202626 | WINTON LAND LIMITED

Consolidated Statement of Changes in Equity
For the year ended 30 June 2026
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 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
Profit after income tax - 22,665 - - 22,665
Other comprehensive income - - - 252 252
Share-based payment expense10.12 - - 1,281 - 1,281
Balance as at 30 June 2026 386,595 162,397 6,402 11 555,405
The accompanying notes form part of these financial statements.
ANNUAL REPORT 2026WINTON LAND LIMITED | 27

ALL VALUES IN $000'SNOTE20262025
CURRENT ASSETS
Cash and cash equivalents10.9 38,788 20,279
Accounts receivable, prepayments and other receivables10.5 3,547 4,700
Inventories4 16,233 46,368
Total current assets 58,568 71,347
NON-CURRENT ASSETS
Inventories4 156,021 179,328
Investment properties5 369,161 358,378
Property, plant and equipment6 110,411 93,373
Intangible assets10.6 957 1,468
Total non-current assets 636,550 632,547
Total assets 695,118 703,894
CURRENT LIABILITIES
Accounts payable, accruals and other payables10.7 14,327 14,497
Current lease liabilities10.8 48 36
Taxation payable 6,548 265
Borrowings7 25,723 17,331
Revenue received in advance3 1,555 761
Residents' loans8 18,157 12,980
Total current liabilities 66,358 45,870
NON-CURRENT LIABILITIES
Borrowings7 18,509 82,101
Non-current lease liabilities10.8 23,429 20,302
Deferred tax liabilities10.3 31,417 24,414
Total non-current liabilities 73,355 126,817
Total liabilities 139,713 172,687
Net assets 555,405 531,207
EQUITY
Share capital10.4 386,595 386,595
Foreign currency translation reserve 11 (241)
Share-based payment reserve 6,402 5,121
Retained earnings 162,397 139,732
Total equity 555,405 531,207
These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 26 August 2026.
The accompanying notes form part of these financial statements.
Steven Joyce
Chair
Guy F
ergusson
Chair, Audit and Financial Risk Committee
Consolidated Statement of Financial Position
As at 30 June 2026
ANNUAL REPORT 202628 | WINTON LAND LIMITED

ALL VALUES IN $000'SNOTE20262025
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 188,484 155,164
Receipts from new occupational right agreements 6,521 13,825
Interest received 553 1,477
Net GST received / (paid) 2,712 (754)
Payments to suppliers and employees (85,058) (93,611)
Purchase of development land (3,600) (25,400)
Interest and other finance costs paid (3,353) (2,274)
Income tax paid (310) (6,079)
Net cash flows from operating activities 105,949 42,348
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment 674 761
Proceeds from sale of investment properties 3,466 -
Intangible assets acquired (56) (42)
Payments to suppliers and employees for investment properties (16,357) (72,638)
Acquisition of property, plant and equipment (9,406) (19,498)
Net cash flows from investing activities (21,679) (91,417)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings7 36,457 83,669
Repayment of borrowings7 (102,182) (55,977)
Payment of principal portion of lease liabilities (36) (33)
Net cash flows from financing activities (65,761) 27,659
Net increase in cash and cash equivalents 18,509 (21,410)
Cash and cash equivalents at beginning of year 20,279 41,689
Cash and cash equivalents at end of year 38,788 20,279
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 30 June 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 29

ALL VALUES IN $000'S20262025
RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH FLOWS
FROM OPERATING ACTIVITIES

Pr
ofit after income tax 22,665 10,322
Adjusted for non cash items:
Amortisation 567 567
Depreciation 6,441 4,754
Deferred taxation 7,003 4,298
Deferred management fee amortisation (550) (84)
Fair value gain on investment properties (2,393) (5,062)
Share-based payment expense 1,281 1,179
Income tax 6,283 (5,529)
Adjustments for movements in working capital
Decrease in accounts receivable, prepayments and other assets 1,153 1,149
Decrease in inventories 58,683 26,427
Decrease in accounts payable, accruals and other liabilities (170) (9,690)
(Decrease) / increase in accrued borrowing costs (985) 276
Increase in residents' loans net of non-cash amortisation 5,971 13,741
Net cash flows from operating activities 105,949 42,348
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 30 June 2026
ANNUAL REPORT 202630 | 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 34)
4.

In
ventories (Page 35)
5.

In
vestment properties (Page 36)
10.6

Intangible as
sets (Page 44)
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 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 31

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.
New accounting standards and interpretations issued but not yet effective
In April 2024, the IASB issued NZ IFRS 18 Presentation and Disclosure in Financial Statements that is effective for the
accounting period that begins on or after 1 January 2027. This standard has not been early adopted in preparing these financial
statements. This standard introduces new requirements on presentation within the income statement (including specified totals
and subtotals) and additional note disclosures. The impact of this standard is being assessed by 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 hospitality revenue, rental income, operating
income and capital appreciation in New Zealand.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202632 | 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:
2026
ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL
Revenue 148,133 767 39,941 - 188,841
Cost of goods sold
1
(92,922) - (10,175)- (103,097)
Gross profit 55,211 767 29,766 - 85,744
Fair value gain / (loss) on investment properties - (6,430) 8,739 - 2,309
Selling expenses (2,162) (1,074) (619) (24) (3,879)
Property expenses (823) (651) (381) - (1,855)
Employee benefits expense (7,488) (699) (14,568) - (22,755)
Administrative expenses (2,952) (806) (6,344) (2,599) (12,701)
Share-based payment expense
---(1,281)(1,281)
Total expenses (13,425) (9,660) (13,173) (3,904) (40,162)
EBITDA 41,786 (8,893) 16,593 (3,904) 45,582
Amortisation - - (567) - (567)
Depreciation (679) (354) (5,408) - (6,441)
EBIT 41,107 (9,247) 10,618 (3,904) 38,574
2025
ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL
Revenue 130,300 451 24,696 - 155,447
Cost of goods sold
1
(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
1. Cost of goods sold reflects costs directly attributable to inventory sold during the period. Employee benefit expenses related to revenue generation
are presented separately and are not included in this amount.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 33

2. Segment Reporting (Continued)
(ii) Information about reportable segments (Continued)
2026
ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL
Segment assets and liabilities
Inventories 168,693 - 3,561 - 172,254
Investment Properties - 295,842 73,319 - 369,161
Property, plant and equipment 567 13,846 92,448 3,550 110,411
Other assets 1,372 376 2,350 39,194 43,292
Total assets 170,632 310,064 171,678 42,744 695,118
Total liabilities 68,134 40,636 27,948 2,995 139,713
Net assets 102,498 269,428 143,730 39,749 555,405
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
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 $nil (2025: $14,000) and EBITDA and EBIT of ($164,000)
(2025:($127,000)).
3. Revenue
ALL VALUES IN $000'S20262025
Sales revenue 147,806 130,108
Hospitality revenue 35,807 21,136
Deferred management fees 550 84
Other revenue 4,678 4,119
Total revenue 188,841 155,447
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.

Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202634 | 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.
Other revenue includes village service fees and other income.
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 treat the change prospectively so as to recognise remaining
lease payments over the reassessed tenure. 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'S20262025
Expected to settle within one year 16,233 46,368
Expected to settle greater than one year 156,021 179,328
Total inventories 172,254 225,696
Recognition and Measurement
Inventories are carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development and interest. All
holding costs are expensed through profit or loss in the year incurred, with the exception of interest which are capitalised during the
period when active development is taking place. During the year ended 30 June 2026, interest has been capitalised to inventories of
$8,647,000 (2025: $4,077,000). Interest and other holding costs incurred after completion of development are expensed as incurred.
Inventories include deposits paid on contracts for development land of $nil (2025: $14,400,000).
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 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 35

5. Investment properties
ALL VALUES IN $000'SNOTE20262025
Opening balance 358,378 277,440
Right-of-use asset remeasurement 4,109 -
Unrealised fair value gain 2,309 5,062
Transfers (9,090) -
Disposals (3,466) -
Capital expenditure 16,921 75,876
Total investment properties 369,161 358,378
Less: lease liability (23,477) (20,338)
Total investment properties excluding NZ IFRS 16 lease adjustments 345,684 338,040
ALLALL VALUES IN $000'S VALUES IN $000'S2026202620252025
Retirement village land measured at fair value 172,654 179,553
Commercial properties measured at fair value 61,059 44,603
Investment properties under development measured at cost 111,971 113,884
Total investment properties excluding NZ IFRS 16 lease adjustments 345,684 338,040
ALLALL VALUES IN $000'S VALUES IN $000'S2026202620252025
Valuation 214,001 210,415
Plus: Residents' loans 18,157 12,980
Plus: Revenue received in advance 1,555 761
Investment properties under development measured at cost 111,971 113,884
Plus: Lease liability 23,477 20,338
Total investment properties 369,161 358,378
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 2026, interest has been capitalised to investment properties of $1,497,000
(2025: $3,047,000). During the year ended 30 June 2026, $nil of share-based payment expense has been capitalised to investment
properties (2025: $204,000). Investment Properties include a right-of-use asset of $26,154,000 (2025: $22,046,000).
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202636 | 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 2026 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, Wellness Building and land, Northbrook Wynyard
land, Northbrook Avon Loop land, Northbrook Launch Bay land, Lakeside Commercial, Goodfellows Te Kauwhata and Cracker Bay
and these were performed by Jones Lang LaSalle, Seagars 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 e
xpenditure.
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)1 183 13,007 IncreaseDecrease
Market capitalisation rate (%)28.13%10.13%DecreaseIncrease
Market rental ($ per square metre)3 80 870 IncreaseDecrease
1. The valuers assessment of land value which a property is expected to achieve under a new arm’s length sale transaction reflecting
transactional evidence from similar properties.
2. The capitalisation rate applied to the market rental to assess a property’s value, determined through analysis of similar
transactions taking into account location, weighted average lease term, tenant covenant, size and quality of the property.
3. The valuers assessment of the net market income which a property is expected to achieve under a new arm’s length leasing
transaction. Includes both leased and vacant areas.
The estimated sensitivity of the fair value of investment property to changes in the land value (under the sales comparison
approach), the market rent (under the direct capitalisation valuation approach) and the market capitalisation rate (under the direct
capitalisation valuation approach) is set out in the table below:
ALL VALUES IN $000'SLAND VALUE

Retirement village land measured at fair value

Fair Value
- $100
per sqm
+ $100
per sqm
V
aluation 172,654
Change (14,106) 14,106
Change (%)-7.07 %7.07 %
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 61,059
Change (4,281) 4,217 (1,013) 1,473
Change (%)-9.88%9.73%-2.34%3.40%
Included within investment properties under development is an investment property that cannot be reliably measured at balance date
due to the lack of comparable sales evidence and the current stage of the development plan. Management have considered external
valuation advice in recognising this investment property at cost. All other investment properties under development are related to
improvements to investment properties, as per Board approved development plans, which are not substantially progressed and cost is
considered to approximate the fair value. Properties under development are carried at cost less any impairment. When these assets
are substantially progressed, external valuations will be obtained to support the fair value of properties under development.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 37

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 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
Additions 5,348 - 756 2,925 223 154 9,406
Transfers 5,269 9,327 - 324 - - 14,920
Disposals - - - - (1,162) (16) (1,178)
As at 30 June 2026 15,474 19,019 70,750 17,165 1,066 1,848 125,322
ACCUMULATED DEPRECIATION
As at 1 July 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
Depreciation - - 4,301 1,814 108 218 6,441
Disposals - - - - (325) (6) (331)
As at 30 June 2026 - - 8,993 4,274 525 1,119 14,911
NET BOOK VALUE
As at 30 June 2025 4,857 9,692 65,302 11,456 1,263 803 93,373
As at 30 June 2026 15,474 19,019 61,757 12,891 541 729 110,411
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% – 67% (2025: 2% – 67%)
•

Furnitur
e, fixtures and fittings
2% – 6
7% (2025: 2% – 67%)
• Motor Vehicles 10% – 67% (2025: 10% – 67%)
• Plant and equipment 10% – 67% (2025: 10% – 67%)
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202638 | WINTON LAND LIMITED

7. Borrowings
(i) Net borrowings
ALL VALUES IN $000’S20262025
MMLIC (Lakeside) facility drawn down - 49,443
MCCB facility drawn down 18,209 17,498
BNZ facility drawn down 25,731 20,571
MMLIC (Northlake) facility drawn down - 12,914
Modification loss on extension of facility term 300 -
Unamortised borrowings establishment costs (8) (994)
Net borrowings 44,232 99,432
Weighted average interest rate of drawn debt (inclusive of margin and line fees)8.19%8.66%
Weighted average term to maturity (years) 1.2 1.7
ALL VALUES IN $000’S20262025
Current 25,723 17,331
Non current 18,509 82,101
Net borrowings 44,232 99,432
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 MMLIC for $80,000,000. The facility was repaid on 24 June 2026. The MMLIC facility was 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 MCCB for $18,341,000 with original expiry date of 21 November 2025. The facility expiry date was extended by two
years to 21 November 2027. 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 BNZ for $22,500,000 with original expiry date of 18 November 2025. On 7 July 2026 the facility was increased to
$28,000,000 and the facility expiry date was extended by one year to 10 August 2027. 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 was repaid on 22 June 2026. The MMLIC (Northlake) facility was 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 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 39

8. Residents’ loans
ALL VALUES IN $000’S20262025
Opening balance 12,980 -
Receipts for residents' loans – new occupation right agreements 6,520 13,825
Less: Management fee receivable (per contract) (1,343) (845)
Total residents’ loans 18,157 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
20262025
Profit after income tax ($000s) 22,665 10,322
Weighted average number of ordinary shares (shares) 296,613,736 296,613,736
Basic earnings per share (cents) 7.64 3.48
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 10,331,852 share options (30 June
2025: 10,285,538) issued under the Group’s Share Option Plan as at 30 June. This adjustment has been calculated using the
treasury share method.
20262025
Weighted average number of ordinary shares (shares) for basic earnings per share 296,613,736 296,613,736
Effect of share options dilution 10,344,580 10,696,133
Weighted average number of ordinary shares (shares) for diluted earnings per share 306,958,316 307,309,869
20262025
Profit after income tax ($000s) 22,665 10,322
Weighted average number of ordinary shares (shares) 306,958,316 307,309,869
Diluted earnings per share (cents) 7.38 3.36
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 2026
ANNUAL REPORT 202640 | WINTON LAND LIMITED

10. Other (Continued)
10.2. Administrative expenses
ALL VALUES IN $000'S20262025
Auditors remuneration:
Audit and review of financial statements, including subsidiaries (271) (275)
Directors' fees (466) (464)
Doubtful debts expense (214) -
Legal expense (3,074) (5,410)
Loss on disposal of property, plant and equipment (173) (449)
Professional fees (973) (1,139)
Operating lease and rental payments (216) (499)
Utilities and operational expenses (3,372) (3,255)
Establishment costs - (555)
Other expenses (3,942) (3,438)
Total administrative expenses (12,701) (15,484)
Establishment costs are the pre-opening costs 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 $216,000 (2025: $499,000).
10.3. Taxation
(i) Reconciliation of accounting profit before income tax to income tax expense
ALL VALUES IN $000'S20262025
Profit before income tax 36,261 15,170
Prima facie income tax calculated at 28% (10,153) (4,248)
Adjusted for:
Prior period adjustment 106 129
Non-tax deductible revenue and expenses (1,830) (592)
Movement in temporary differences 5,327 4,202
Tax losses not utilised (43) (41)
Current taxation expense (6,593) (550)
Prior period adjustment (167) (131)
Deferred tax on buildings 58 59
Fair value gain on investment properties (869) (2,033)
Intangible asset 159 159
Capitalised interest 257 (1,209)
Inventories (3,416) (96)
Other (3,025) (1,047)
Deferred taxation expense (7,003) (4,298)
Total taxation reported in Consolidated Statement of Comprehensive Income (13,596) (4,848)
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 41

10. Other (Continued)
10.3. Taxation (Continued)
(ii) Deferred taxation
ALL VALUES IN $000'S
2024
AS AT
2025
RECOGNISED

IN PROFIT
2025
AS AT
2026
RECOGNISED
IN PROFIT
20
26
AS AT
Deferred tax assets
Employee benefits 467 (18) 449 109 558
Accounts payable, accruals and other payables 335 (51) 284 11 295
Lease liability 5,704 (9) 5,695 879 6,574
Share-based payment reserve 928 330 1,258 (1,258) -
Losses available for offsetting against future taxable income - 41 41 50 91
Gross deferred tax assets 7,434 293 7,727 (209) 7,518
Deferred tax liabilities
Accounts receivable, prepayments and other receivables 42 29 71 87 158
Right-of-use asset 6,173 - 6,173 1,150 7,323
Inventories 12,247 1,406 13,653 3,228 16,881
Intangible asset 501 (159) 342 (159) 183
Property, plant and equipment 2,923 (59) 2,864 (58) 2,806
Investment properties 5,664 3,374 9,038 2,546 11,584
Gross deferred tax liabilities 27,550 4,591 32,141 6,794 38,935
Net deferred tax liability (20,116) (4,298) (24,414) (7,003) (31,417)
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 2026
ANNUAL REPORT 202642 | 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’S20262025
Opening balance 39,120 38,446
Taxation paid / payable 6,700 674
Closing balance available to shareholders for use in subsequent periods 45,820 39,120
10.4. Equity
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.
10.5. Accounts receivable, prepayments and other receivables
ALL VALUES IN $000'S20262025
Accounts receivable 881 652
Prepayments and other receivables 2,666 4,048
Total accounts receivable, prepayments and other receivables
3,547 4,700
As at 30 June 2026, prepayments and other receivables includes retention monies held in accordance with the Construction
Contracts Act of $927,000 (2025: $1,841,000).
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 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 43

10. Other (Continued)
10.6. Intangible assets
ALL VALUES IN $000'S20262025
Opening balance 1,468 1,993
Acquisitions 56 42
Amortisation (567) (567)
Total intangible assets 957 1,468
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 $656,000 as at 30 June (2025: $1,222,000). The useful lives as at 30 June
2026 for the customer contracts acquired was between two and five years with no residual value (2025: 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'S20262025
Accounts payable 5,525 7,182
Accruals and other payables in respect of inventories 2,392 2,733
Accruals and other payables
6,410 4,582
Total accounts payable, accruals and other payables 14,327 14,497
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'S20262025
Opening balance 20,338 20,371
Lease liability reassessment 3,175 -
Lease liability interest expense 1,949 1,952
Rent paid (1,985) (1,985)
Total lease liabilities 23,477 20,338
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202644 | 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 and water space licence at Cracker Bay was remeasured in June 2026 due to a market rent review.
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'S20262025
Financial assets
Cash and cash equivalents1 38,788 20,279
Accounts receivable and other receivables 3,051 4,246
Total financial assets 41,839 24,525
Financial liabilities
Accounts payable and other payables 10,169 10,140
Residents' loans 18,157 12,980
Lease liabilities 23,477 20,338
Borrowings 44,232 99,432
Total financial liabilities 96,035 142,890
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 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 45

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.
20262025
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 (220) 220 (497) 497
Impact on equity (158) 158 (358) 358
(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 10,169 10,169 - - - 10,169
Residents’ loans 18,157 18,157 - - - 18,157
Lease liabilities 23,477 2,394 2,394 7,181 92,159 104,128
Borrowings 44,232 25,924 18,209 - - 44,133
Total as at 30 June 2026 96,035 56,644 20,603 7,181 92,159 176,587
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
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202646 | 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'S20262025
Employee benefits expense 4,195 4,045
Share-based payment expense 1,207 1,338
Directors' fees 173 172
Total key management personnel remuneration 5,575 5,555
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'S20262025
Employees 2,300 -
Revenue from contracts with customers
2,300 -
There were no revenue transactions with Directors or key management personnel during the year (2025: nil).
As at 30 June 2026, the Group has also entered into agreements for the sale of residential properties with an Executive Director
for nil (2025: $18,852,000), key management personnel for nil (2025: nil) and employees for $nil (2025: $2,300,000) to be
recognised as revenue in future years. An agreement for sale of residential properties with an Executive Director was cancelled
during the period.
Julian Cook, an Executive Director is also a Director of WEL Networks Limited (WEL). During the year, the Group incurred
$582,000 of development costs categorised as inventories (2025: $331,000) from WEL. As at 30 June 2026 there was nil
(2025: nil) owing to WEL and included in account payables, accruals and other payables. There were no other transactions
betw
een 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 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 47

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 1,680 4 years of service from grant date5 years of service from grant date
On 17 December 2021 1,680 7 years of service from grant date8 years of service from grant date
On 17 December 2021 6,825 10 years of service from grant date11 years of service from grant date
On 4 June 2024 9 4 years of service from grant date5 years of service from grant date
On 4 June 2024 9 7 years of service from grant date8 years of service from grant date
On 4 June 2024 9 10 years of service from grant date11 years of service from grant date
On 5 July 2025 40 4 years of service from grant date5 years of service from grant date
On 5 July 2025 40 7 years of service from grant date8 years of service from grant date
On 5 July 2025 40
10 years of service from grant date11 years of service from grant date
Total share options 10,332

The number of share options under the Share Option Plan are as follows:
NUMBER OF INSTRUMENTS (000’S)20262025
Opening balance 10,286 11,010
Granted during the year 121 -
Forfeited during the year (75) (724)
As at 30 June
10,332 10,286
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 2026 was 4.0 years (2025: 4.9 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) ($)1.097
Share price at grant date (weighted-average) ($)3.8682
Exercise price ($)3.8870
Expected volatility (weighted-average)25.4%
Expected life (weighted-average) 8.5 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 2026 is $6,402,000 (2025: $5,121,000).
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
ANNUAL REPORT 202648 | 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 Management Limited
(incorporated 18 August 2025)
-
Ayrburn Precinct Limited
- Ayrburn Wines Limited
- Ayrburn Wines Online Limited
-
Beaches Developments Limited
- Bridesdale Farm Developments Limited
- Cracker Bay Holdings Limited
- Cracker Bay Hospitality Limited
(incorporated 2 October 2025)
- Cracker Bay Operating Limited
- CB Holdco Limited
- Francis Street Developments Pty Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
On 10 July 2025, Parnell Developments Limited was deregistered. On 13 November 2025, River Terrace Developments Limited
and River Terrace Residential Limited were deregistered. On 11 December 2025, Longreach Developments Limited and Winton
Fund Limited were deregistered. On 1 April 2026, Northlake Townhouses Limited was deregistered. On 25 June 2026, Ayrburn
Transport Limited was deregistered.
- Goodfellows Te Kauwhata Limited
- Lakeside Commercial Limited
- Lakeside Developments 2017 Limited
- Marlborough Precinct Holdings Limited
- Marlborough Precinct Residential Limited
- Northbrook Arrowtown Limited
-

Northbr
ook Avon Loop Limited
-
Northbrook Launch Bay Limited
-
Northbrook Retirement Villages Limited
- Northbrook Wanaka Limited
-
Northbrook Wynyard Limited
- Northlake Investments Limited
- Northlake Residential Limited
- Sunfield Construction Limited
- Sunfield Developments Limited
- Sunfield Residential Limited
- Waterfall Park Developments Limited
-

W
inton Capital Limited
-
Winton Design Review Limited
-
Winton Group Holdings Limited
- Winton Partners Bellbird Pty Limited
- Winton Property Investments Limited
ANNUAL REPORT 2026WINTON LAND LIMITED | 49

Notes to the Consolidated Financial Statements
For the year ended 30 June 2026
10. Other (Continued)
10.14. Capital and land development commitments
As at 30 June 2026, 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'S20262025
Development expenditure 26,459 45,633
Land purchases
- 3,600
Joint venture capital commitment
- 50,000
Total capital and land development commitments
26,459 99,233
10.15. Significant events after balance date
On 7 July 2026, Sunfield Developments Limited extended its BNZ debt facility expiry date by one year to 10 August 2027.
ANNUAL REPORT 202650 | WINTON LAND LIMITED

A member firm of Ernst & Young Global Limited


IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee sshhaarreehhoollddeerrss ooff WWiinnttoonn LLaanndd LLiimmiitteedd
OOppiinniioonn
We have audited the financial statements of Winton Land Limited (the “Company”) and its subsidiaries (together the “Group”)
on pages 26 to 50, which comprise the consolidated statement of financial position of the Group as at 30 June 2026, 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 26 to 50 present fairly, in all material respects, the consolidated
financial position of the Group as at 30 June 2026 and its consolidated financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
BBaassiiss ffoorr ooppiinniioonn
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those
standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing
and Assurance Standards Board as applicable to audits of financial statements of public interest entities. We have also fulfilled
our other ethical responsibilities in accordance with Professional and Ethical Standard 1.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners
and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the
business of the Group.
KKeeyy aauuddiitt mmaatttteerrss
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on
these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the financial statements section
of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying consolidated financial statements.
PPrrooppeerrttyy AAsssseettss
WWhhyy ssiiggnniiffiiccaanntt HHooww oouurr aauuddiitt aaddddrreesssseedd tthhee kkeeyy aauuddiitt mmaatttteerr
The Group’s property assets include inventory, investment
properties and property under development, which is
included in Property, Plant and Equipment (PPE), with a
combined value of $557m, representing 80% of the Group’s
total assets at balance date.
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
A member firm of Ernst & Young Global Limited


IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee sshhaarreehhoollddeerrss ooff WWiinnttoonn LLaanndd LLiimmiitteedd
OOppiinniioonn
We have audited the financial statements of Winton Land Limited (the “Company”) and its subsidiaries (together the “Group”)
on pages 26 to 50, which comprise the consolidated statement of financial position of the Group as at 30 June 2026, 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 26 to 50 present fairly, in all material respects, the consolidated
financial position of the Group as at 30 June 2026 and its consolidated financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
BBaassiiss ffoorr ooppiinniioonn
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those
standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing
and Assurance Standards Board as applicable to audits of financial statements of public interest entities. We have also fulfilled
our other ethical responsibilities in accordance with Professional and Ethical Standard 1.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners
and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the
business of the Group.
KKeeyy aauuddiitt mmaatttteerrss
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on
these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the financial statements section
of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying consolidated financial statements.
PPrrooppeerrttyy AAsssseettss
WWhhyy ssiiggnniiffiiccaanntt HHooww oouurr aauuddiitt aaddddrreesssseedd tthhee kkeeyy aauuddiitt mmaatttteerr
The Group’s property assets include inventory, investment
properties and property under development, which is
included in Property, Plant and Equipment (PPE), with a
combined value of $557m, representing 80% of the Group’s
total assets at balance date.
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
ANNUAL REPORT 2026WINTON LAND LIMITED | 51

A member firm of Ernst & Young Global Limited



WWhhyy ssiiggnniiffiiccaanntt HHooww oouurr aauuddiitt aaddddrreesssseedd tthhee kkeeyy aauuddiitt mmaatttteerr
The Group’s inventories comprise land and buildings that are
or will be developed into subdivisions or individual
properties for sale.
The Group’s investment properties comprise retirement
villages, commercial property and development land.
Property under development relates to land being developed
into accommodation and media premises that will be
operated by the Group.
Given the nature of the Group’s operations, it incurs
significant costs each year in acquiring and developing its
property assets.
Determining whether to capitalise or expense property costs
relating to inventories, investment properties and property
under development 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, valuations are carried out by a third-party
valuer (the Valuer). The valuation of investment properties is
inherently subjective given that there are alternative
assumptions and valuation methods that may result in a
range of values.
Inventory is recorded at the lower of cost and net realisable
value (“NRV”). The assessment of NRV requires estimates of
both the future selling prices of inventory and the cost to be
incurred prior to its sale.
Disclosures relating to inventories, investment properties
and property under development and the associated
significant judgments are included in Note 4 Inventories,
Note 5 Investment Property and Note 6 Property, Plant and
Equipment to the consolidated financial statements.
§ Determination of assumptions used in the NRV model
for inventory.
Capitalisation and allocation of costs
§ 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 management’s process, including external
valuation advice, to determine whether investment
property could be reliably fair valued.
§ 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 related disclosures
in the financial statements.

IInnffoorrmmaattiioonn ootthheerr tthhaann tthhee ffiinnaanncciiaall ssttaatteemmeennttss aanndd aauuddiittoorr’’ss rreeppoorrtt
The directors of the Company are responsible for the other information. The other information comprises the annual report, 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.
A member firm of Ernst & Young Global Limited


IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee sshhaarreehhoollddeerrss ooff WWiinnttoonn LLaanndd LLiimmiitteedd
OOppiinniioonn
We have audited the financial statements of Winton Land Limited (the “Company”) and its subsidiaries (together the “Group”)
on pages 26 to 50, which comprise the consolidated statement of financial position of the Group as at 30 June 2026, 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 26 to 50 present fairly, in all material respects, the consolidated
financial position of the Group as at 30 June 2026 and its consolidated financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
BBaassiiss ffoorr ooppiinniioonn
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those
standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing
and Assurance Standards Board as applicable to audits of financial statements of public interest entities. We have also fulfilled
our other ethical responsibilities in accordance with Professional and Ethical Standard 1.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners
and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the
business of the Group.
KKeeyy aauuddiitt mmaatttteerrss
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on
these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the financial statements section
of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying consolidated financial statements.
PPrrooppeerrttyy AAsssseettss
WWhhyy ssiiggnniiffiiccaanntt HHooww oouurr aauuddiitt aaddddrreesssseedd tthhee kkeeyy aauuddiitt mmaatttteerr
The Group’s property assets include inventory, investment
properties and property under development, which is
included in Property, Plant and Equipment (PPE), with a
combined value of $557m, representing 80% of the Group’s
total assets at balance date.
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
ANNUAL REPORT 202652 | WINTON LAND LIMITED

A member firm of Ernst & Young Global Limited



DDiirreeccttoorrss’’ rreessppoonnssiibbiilliittiieess ffoorr tthhee ffiinnaanncciiaall ssttaatteemmeennttss
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial
statements in accordance with New Zealand Equivalents to International Financial Reporting Standards and International
Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic
alternative but to do so.
AAuuddiittoorr’’ss rreessppoonnssiibbiilliittiieess ffoorr tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
International Standards on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting
Board’s website: https://www.xrb.govt.nz/standards/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
26 August 2026
A member firm of Ernst & Young Global Limited


IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee sshhaarreehhoollddeerrss ooff WWiinnttoonn LLaanndd LLiimmiitteedd
OOppiinniioonn
We have audited the financial statements of Winton Land Limited (the “Company”) and its subsidiaries (together the “Group”)
on pages 26 to 50, which comprise the consolidated statement of financial position of the Group as at 30 June 2026, 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 26 to 50 present fairly, in all material respects, the consolidated
financial position of the Group as at 30 June 2026 and its consolidated financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
BBaassiiss ffoorr ooppiinniioonn
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those
standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing
and Assurance Standards Board as applicable to audits of financial statements of public interest entities. We have also fulfilled
our other ethical responsibilities in accordance with Professional and Ethical Standard 1.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners
and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the
business of the Group.
KKeeyy aauuddiitt mmaatttteerrss
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on
these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the financial statements section
of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying consolidated financial statements.
PPrrooppeerrttyy AAsssseettss
WWhhyy ssiiggnniiffiiccaanntt HHooww oouurr aauuddiitt aaddddrreesssseedd tthhee kkeeyy aauuddiitt mmaatttteerr
The Group’s property assets include inventory, investment
properties and property under development, which is
included in Property, Plant and Equipment (PPE), with a
combined value of $557m, representing 80% of the Group’s
total assets at balance date.
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
A member firm of Ernst & Young Global Limited



DDiirreeccttoorrss’’ rreessppoonnssiibbiilliittiieess ffoorr tthhee ffiinnaanncciiaall ssttaatteemmeennttss
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial
statements in accordance with New Zealand Equivalents to International Financial Reporting Standards and International
Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic
alternative but to do so.
AAuuddiittoorr’’ss rreessppoonnssiibbiilliittiieess ffoorr tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
International Standards on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting
Board’s website: https://www.xrb.govt.nz/standards/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
26 August 2026
ANNUAL REPORT 2026WINTON LAND LIMITED | 53

ANNUAL REPORT 202654 | WINTON LAND LIMITED

CORPORATE
GOVERNANCE
32 Gardens at Billy’s Restaurant,
Ayrburn
ANNUAL REPORT 2026WINTON LAND LIMITED | 55

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 (including one alternate director).
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 NZX Code – Key Principles section below lists the principles in the NZX Corporate Governance Code dated 31 March 2026
(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 2026, the Company complies with the NZX Listing Rules and the NZX Code, other than
Recommendations 2.5, 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. The next review will be conducted in August 2026.
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 in advance of trading.
The Securities Trading Policy is reviewed at least every two years, with the last review being
conducted in August 2024. The next review will be conducted in August 2026.
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 202656 | 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 is reviewed at least every two years, with the last
review conducted in August 2024. The next review will be conducted in August 2026.
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. The next review will be conducted in August 2026.
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. During the reporting period, Chris Meehan was both the CEO and the Board Chair. Winton remained confident that this was
the appropriate structure during the reporting period to take advantage of Chris Meehan’s expertise and significant background with
the Company as one of its founders. Subsequent to the Company’s balance date, Steven Joyce was appointed as the Board Chair on 6
July 2026 and accordingly, Winton currently expects to be in compliance with Recommendations 2.9 and 2.10 of the NZX Code for the
next reporting period.
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 2026, the Board comprises eight directors, as follows:
DIRECTORTYPE OF DIRECTORSHIPAPPOINTMENT DATE
CHRIS MEEHAN (CHAIR)1
Non-executive Director19 June 2017
MICHAELA MEEHAN
Non-executive Director19 June 2017
JULIAN COOK
Executive Director13 September 2021
GLEN TUPUHI
Independent Director24 September 2021
JAMES KEMP
Non-executive Director21 February 2022
STEVEN JOYCE
2
Independent Director22 June 2023
GUY FERGUSSON
Independent Director24 November 2023
JOSH PHILLIPS (ALTERNATE FOR JAMES KEMP)
Non-executive Director08 May 2025
1. Chris Meehan was Chair for the reporting period. Subsequent to the reporting period, Steven Joyce was appointed as Board Chair, effective 6 July 2026.
2. Steven Joyce will retire by rotation at Winton’s FY26 annual shareholders’ meeting and is eligible for re-election.
ANNUAL REPORT 2026WINTON LAND LIMITED | 57

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 2026 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. Six 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 two directors, both are appointed in their
capacity as representative of a Substantial Product Holder.
During the period 1 July 2025 to 30 June 2026, meeting attendance for directors at regularly scheduled board and committee
meetings was as set out below. Directors also met at additional occasions throughout the reporting period as required to discharge
their duties.
BOARDAUDIT AND
FINANCIAL RISK
NOMINATION AND
REMUNERATION
DIRECTOR
CHRIS MEEHAN (CHAIR)
•54
•
11
MICHAELA MEEHAN
•55
JULIAN COOK
•55
GLEN TUPUHI
•55•44
JAMES KEMP
•55•11
STEVEN JOYCE
•55•44•11
GUY FERGUSSON
•55•44•11
JOSH PHILLIPS (ALTERNATE FOR JAMES KEMP)
•54
Corporate Governance
ANNUAL REPORT 202658 | 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 2026, three directors are independent directors, being Guy Fergusson, Steven Joyce
and Glen Tupuhi.
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 was satisfied
during the reporting period that none of the Code Factors in Table 2.4 of the NZX Corporate Governance Code applied to any director
determined by the Board to be independent. The Board does not have regard to any conflict management arrangements when
determining whether a director is independent. 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 2026 is set out in the table below:
AS AT 30 JUNE 2026AS AT 30 JUNE 2025
POSITION
FemaleMaleDiverseFemaleMaleDiverse
DIRECTORS1
17-17-
SENIOR MANAGEMENT2
23-23-
EMPLOYEES1
,
2
15917511221391
1. Executive directors are included in both the director and employee statistics.
2. Senior management team members are also included in employee statistics.
The Board acknowledges that Recommendation 2.5 of the NZX Code sets out that the Diversity and Inclusion Policy should include
requirements for the board or a relevant committee to set measurable objectives for achieving diversity (which, at a minimum, should
address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving them. Winton did not
comply with this Recommendation in the years ending 30 June 2025 and 30 June 2026 as its Diversity and Inclusion Policy does not
include this requirement. While the Diversity and Inclusion Policy does not include or require quantitative or measurable objectives to
be set, the Policy does set out a range of qualitative objectives and principles as noted above, and the Policy was last approved by the
Board in August 2024. The next review of the Diversity and Inclusion Policy will be conducted in August 2026, and the Board intends
to amend the Policy to require that measurable objectives for achieving diversity (which, at a minimum, should address gender
diversity) be set and assessed annually.
ANNUAL REPORT 2026WINTON LAND LIMITED | 59

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 FY26 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
NZME Limited
RCP New Zealand Limited
BMS Risk New Zealand Limited
Rangitopuni Investments Limited
Director and Shareholder
Director
Director
Director
Chair and Director
Independent Board Advisor
Independent Board Advisor
Director and Shareholder
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 202660 | 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 2025 for a period
of 12 months and has certified, in terms of section 162 of the Companies Act, that the cost of 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 2026, Winton had 31 New Zealand subsidiary companies and 2 Australian subsidiary companies.
Chris Meehan is a director of all 33 subsidiary companies.
Michaela Meehan is a director of the following 15 New Zealand subsidiary companies: Beaches Developments Limited, Bridesdale
Farm Developments Limited, Lakeside Developments 2017 Limited, Marlborough Precinct Holdings Limited, Marlborough Precinct
Residential Limited, Northbrook Launch Bay Limited, Northbrook Retirement Villages Limited, Northbrook Wanaka Limited, Northlake
Investments Limited, Northlake 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 Wanaka Limited, Northbrook Avon Loop Limited, Northbrook Wynyard Limited and Northbrook
Arrowtown Limited.
Glen Tupuhi is a director of the following New Zealand subsidiary company: Goodfellows Te Kauwhata 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 during the reporting period: 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 was chaired by Steven Joyce during the reporting period. The membership of this committee
during the reporting period was solely independent directors. Guy Fergusson is both an independent member of this committee and
has an adequate accounting background as a qualified Chartered Accountant.
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.
EY was appointed the Company’s auditor on 22 October 2022. The current audit partner was appointed on 18 November 2024.
Subsequent to the balance date, the composition of this committee has changed in that Guy Fergusson has been appointed as
Chair and Chris Meehan as a new member. Steven Joyce and Glen Tupuhi remain on the committee as members.
Nomination and Remuneration Committee
Membership during the reporting period: 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 FY26, 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 it has robust conflict management arrangements in place. Since Chris Meehan was also the CEO during the reporting
period, he declared any conflicts of interest and stood down from decisions relating to his own performance and remuneration.
ANNUAL REPORT 2026WINTON LAND LIMITED | 61

Corporate Governance
33 Northbrook Wānaka,
Wānaka
ANNUAL REPORT 202662 | 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.
Subsequent to the balance date, the composition of this committee has changed in that James Kemp has been appointed as Chair
and Michaela Meehan as a new member. Steven Joyce, Guy Fergusson and Chris Meehan remain on the committee as members.
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 2026
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
and is due for review in August 2026.
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 FY26 are included in this report.
Non-financial information is included throughout this report, including in relation to Winton’s communities and projects.
Climate-related Disclosures
Winton was a climate-reporting entity under the Financial Markets Conduct Act 2013 (FMC Act) for prior reporting periods. If the
recent proposed changes to the statutory reporting threshold were in force, under which the climate reporting market capitalisation
threshold for listed issuers is proposed to be lifted from $60 million to $1 billion, Winton would not meet the criteria for a climate-
reporting entity for FY26. Accordingly, Winton has not prepared climate-related disclosures given the interim no action relief
provided to listed issuers by the Financial Markets Authority.

Directors’ Dealings and Relevant Interests
There were no directors’ dealings in the Company’s financial products in FY26.
The details of the directors’ relevant interests in the Company’s financial products as at 30 June 2026 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
STEVEN JOYCE
Beneficial8,345
Note that while James Kemp and Josh Phillips are appointed to the Board in their capacity as representatives of substantial product
holder, TC Akarua 2 Pty Limited (as trustee of the TC Akarua Sub Trust), they do not hold a relevant interest in those shares.
ANNUAL REPORT 2026WINTON LAND LIMITED | 63

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 69.
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 202664 | 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.
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 2026WINTON LAND LIMITED | 65

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, TOGETHER
WITH PEOPLE AND
LEADERSHIP CONTINUITY RISK
In a 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.
In addition, Winton’s ability to achieve its
strategic objectives may be impacted by
insufficient succession planning for key
leadership and critical roles. The loss of key
personnel without identified successors
could reduce organisational resilience, affect
decision-making capability, and disrupt the
delivery of business priorities.
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. The Company
continues to identify key critical roles and potential
successors and ensuring ongoing knowledge
transfer and capability development initiatives.
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 tāngata 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 202666 | 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
Winton’s internal Health and Safety Committee, with Board oversight, monitors and manages health and safety risks across
the organisation, including through its supplier and contractor relationships. Winton takes a systematic approach, maintaining
a comprehensive health and safety framework supported by risk registers tailored to each area of the business, including land
development, construction, retirement, hospitality and corporate operations, reflecting the diverse nature of its activities and
working environments. The Company encourages active involvement from directors, senior management, employees, contractors
and other stakeholders, supported by regular training, engagement programmes and leadership visibility across workplaces, sites
and operational facilities. Formal health and safety requirements are incorporated into tendering processes and contractor pre-
qualification procedures, while specific safety plans are maintained for retirement, hospitality and operational precincts. The BWARE
software safety platform continues to be used and expanded across the business. Winton tracks its health and safety performance
using the industry-accepted Total Recordable Injury Rate (TRIR), which improved to 1.8 in FY26 from 2.2 in FY25. During FY26,
Winton notified one event to WorkSafe New Zealand. Winton continues to focus on supporting the health, safety and wellbeing of
its employees, contractors and visitors through effective systems, training and engagement.
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 last reviewed in June 2024 and will be reviewed again in August 2026.
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 FY26 financial statements, attended the Annual Shareholders’ Meeting in October 2025 and 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.
ANNUAL REPORT 2026WINTON LAND LIMITED | 67

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 Friday, 23 October 2026
at 11.00am (NZDT). The Notice of Meeting will be circulated at least 20 working days before the meeting and will also be posted on
Winton’s Website.
In respect of voting rights, Winton shareholders have one vote per share they hold in Winton and will have the right to vote on
material or related party transactions in accordance with the NZX Listing Rules.
OTHER DISCLOSURES
Donations
In addition to various sponsorship contributions, the Company (or subsidiaries) paid a total of $45,489 in donations for the year
ended 30 June 2026. 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 FY26:
•

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 w
aiver 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 FY26
Nil.
Corporate Governance
ANNUAL REPORT 202668 | 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 2026, the N&R Committee comprised Steven Joyce (Chair), Guy Fergusson, James Kemp and Chris Meehan.
During the reporting period, two of the four members were independent directors. Management only attend N&R Committee
meetings by invitation and Chris Meehan does not attend any meetings where discussion or review is held on CEO remuneration.
Subsequent to the balance date, the composition of the N&R Committee has changed in that James Kemp has been appointed
as Chair and Michaela Meehan as a new member. Steven Joyce, Guy Fergusson and Chris Meehan remain on the N&R Committee
as members.
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.
Remuneration Policy
The Board supports a remuneration strategy that is competitive in the market, taking into account the complexity of the business
itself, and also having regard to the scale of, and high performance expected within, each role.
The Nomination and Remuneration Committee Charter governs the responsibilities and process by which the 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).
As part of a holistic approach to employment benefits, following recommendation by the N&R Committee, the Board has
implemented long service leave and sabbatical policies for qualifying employees.
The Nomination and Remuneration Committee Charter and the Remuneration Policy were last updated in June 2024 and will be
reviewed in August 2026.
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 was made to Julian Cook as performance based remuneration.
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 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 any 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.
ANNUAL REPORT 2026WINTON LAND LIMITED | 69

Remuneration Report
4 CEO Remuneration
During the reporting period, Chris Meehan was the Chair of the Board of directors of the Company and received fees in that
capacity in FY26 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 FY26 was $1,958,477.42. Mr Meehan did not receive
any additional remuneration (including any short term or long term incentives) during FY26 as CEO. By way of comparison,
Mr Meehan received $107,354 in directors fees for FY25 and total remuneration in his executive role as CEO for FY25 of $1,907,133.
Mr Meehan’s terms of employment include an annual increase in line with the then relevant Consumer Price Index percentage.
The N&R 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.
5

R
emuneration Bands
This Remuneration Report contains disclosure of the 20 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 FY26, 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
$110,001 to $120,0001
$130,001 to $140,0002
$150,001 to $160,0002
$210,001 to $220,0002
$220,001 to $230,0002
$230,001 to $240,0001
$250,001 to $260,0001
$260,001 to $270,0001
$270,001 to $280,0001
$280,001 to $290,0001
$320,001 to $330,0001
$350,001 to $360,0001
$360,001 to $370,0001
$370,001 to $380,0001
$430,001 to $440,0001
$530,001 to $540,0001
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 during the reporting period) and Julian Cook (as Director of Retirement) are not included in this table as they are also directors
of the Company.
ANNUAL REPORT 202670 | 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 current 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 2026, 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 FY26 is set out in the following table:
DIRECTORROLEDIRECTOR FEES PAID IN FY26
CHRIS MEEHAN
Board Chair$107,921
MICHAELA MEEHAN
Non-executive Director$64,753
JULIAN COOK
Executive Director$64,753
GLEN TUPUHI
Independent Director$64,753
STEVEN JOYCE
Independent Director
Audit and Financial Risk Committee (Chair)
Nomination and Remuneration Committee (Chair)
$64,753
$21,584
$12,951
JAMES KEMP
Non-executive Director-
GUY FERGUSSON
Independent Director
$64,753
JOSH PHILLIPS
Non-executive Director
-
Julian Cook is a director of the Company and received fees in that capacity in FY26 as outlined above. In addition, in his executive
role as Director of Retirement for FY26, Mr Cook received remuneration of $152,000. Mr Cook did not receive any additional
remuneration (including any short-term or long-term incentives) during FY26 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 nor
has the Company made any loans to a director, or guaranteed any debts incurred by a director in FY26.
ANNUAL REPORT 2026WINTON LAND LIMITED | 71

INVESTOR STATISTICS
20 Largest Registered Shareholders as at 30 June 2026
RANKHOLDER NAMENO. OF SHARES% OF SHARES
1.
Korama Limited163,329,44855.06
2.
Perpetual Corporate Trust Limited166,284,25122.35
3.
JWAJ Limited20,972,4187.07
4.
Wanaka Partners, LLC10,002,3133.37
5.
0to60 Nominee Limited5,145,3561.73
6.
Mirrabooka Investments Limited4,129,4641.39
7.
Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,731,9111.26
8.
Christopher Peter Huljich & Constance Maria Huljich & Elizabeth Ferguson Anne2,967,2941.00
9.
Accident Compensation Corporation22,129,8270.72
10.
HWM (NZ) Holdings Limited2,091,0250.70
11.
Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43
11.
Motutapu Investments Limited1,286,3390.43
12.
Forsyth Barr Custodians Limited913,4930.31
13.
Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24
14.
Public Trust2548,0710.18
15.
Forsyth Barr Custodians Limited 521,1600.18
16.
Joseph Davenport & Shelley Davenport 514,5350.17
16.
Colin Ian Crombie & Heather Joy Hallam514,5350.17
1 7.
FNZ Custodians Limited 447,9970.15
18.
Leveraged Equities Finance Limited 442,7000.15
19.
Custodial Services Limited416,6480.14
20.
Evenhall Pty Limited385,9010.13
20.
Denwol Merchant Finance Corporation Pty Limited385,9010.13
TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS
289,158,33197.46
BALANCE OF SHARES
7,455,4052.54
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 202672 | WINTON LAND LIMITED

Distribution of Shareholders
The distribution of the ordinary shares and registered shareholdings as at 30 June 2026 is set out in the following table:
ORDINARY SHARESNUMBER OF
SHAREHOLDERS
SHAREHOLDERS %NUMBER OF SHARESSHARE %
1 TO 1,000
11223.2953,0010.02
1,001 TO 5,000
15632.43426,4900.14
5,001 TO 10,000
7014.55533,6080.18
10,001 TO 50,000
8217.051,859,8830.63
50,001 TO 100,000
204.161,288,8500.43
100,001 AND OVER
418.52292,451,90498.60
TOTAL
481100.00296,613,736100.00
Geographical Spread of Shareholders
The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2026 is set out in the following table:
ORDINARY SHARESNUMBER OF
SHAREHOLDERS
SHAREHOLDERS %NUMBER OF SHARESSHARE %
AUCKLAND & NORTHERN REGION
16434.10199,672,38367.32
WELLINGTON & CENTRAL DISTRICTS
6313.103,936,2481.33
NELSON, MARLBOROUGH & CHRISTCHURCH
469.56304,0120.10
DUNEDIN & SOUTHLAND
5812.062,038,4900.69
HAMILTON & SURROUNDING DISTRICTS
6212.891,318,7620.44
OVERSEAS
8818.2989,343,84130.12
TOTAL
481100.00296,613,736100.00
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 2026
are as set out in the following table:
SUBSTANTIAL PRODUCT HOLDERNUMBER OF SHARES WHEN NOTICE WAS FILED% OF SHARES HELD AT DATE OF NOTICE
KORAMA LIMITED
163,329,44855.06
TC AKARUA SUB TRUST
66,284,25122.35
JWAJ LIMITED
20,972,4187.07
The only class of quoted voting products on issue in Winton are ordinary shares. The total number of ordinary shares on issue as at
30 June 2026 was 296,613,736.
DIRECTORS’ STATEMENT
The Board is responsible for preparing the Annual Report. This report is dated 26 August 2026 and is signed on behalf of the Board
of Winton Land Limited by Steven Joyce, Chair and Julian Cook, Director.
Steven Joyce
Chair
Julian Cook
Director
ANNUAL REPORT 2026WINTON LAND LIMITED | 73

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.
Goodfellows means Winton’s lifestyle village brand.
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 202674 | WINTON LAND LIMITED

Company
Winton Land Limited
NZCN 6310507
ARBN 655 601 568
Board of Directors
Steven Joyce, Chair
Julian Cook
Guy Fergusson
James Kemp
Chris Meehan
Michaela Meehan
Josh Phillips
Glen Tupuhi
Senior Management Team
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 and Goodfellows)
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 2026WINTON LAND LIMITED | 75

ANNUAL REPORT 202676 | WINTON LAND LIMITED

34 Northbrook Wānaka,
Northlake
BC
Bravo,
Cracker Bay
ANNUAL REPORT 2026WINTON LAND LIMITED | 77

---

1. Business Update
ANNUAL RESULTS FY26
INVESTOR PRESENTATION
26 August 2026

Presenting Today
The Bakehouse, Ayrburn
2
Jean McMahon
Chief Financial Officer
Julian Cook
Executive Director
Steven Joyce
Chair

Jimmy’s Point, Launch Bay Hobsonville Point
3
1.Business Update
2.Financial Overview
3.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 2026. 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 2026 onwards on existing projects based on management estimates and masterplans
current as at 30 June 2026. Target total units, target product mix and target settlement period may change, including due to planning outcomes and market demand.
5
Key Highlights
$188.8m
Revenue
For the 12 months ending 30 June 2026 (FY26):
$85.7m
Gross profit
45.4%
Gross profit margin
$22.7m
Net profit after tax
12.0%
N PAT ma rgin
$38.8m
Cash
c.5,400
Unit¹ landbank yield
430
Units delivered and settled
335
Employees
481
To t a l
shareholders
11
Masterplanned
Communities
22
Current projects
$27.4m
²
of gross pre-sales secured
857
Retirement living units yield
ACROSS 5 LOCATIONS
77%
³
of portfolio (by units) are
residential lots
LIMITING EXPOSURE TO CONSTRUCTION
$44.2m
Borrowings

Business Highlights



Ayrburn venues, Billy’s and The Woolshed, were both named in the Michelin
Selected category, recognising the most exceptional restaurants in NZ.
Sunfield development received a positive decision under the Fast-track Approvals Act
2024 with appeal lodged by Auckland Council and hearing scheduled for September
2026.

Concluded the land supply agreement with Kāinga Ora that has underpinned the
Lakeside, Te Kauwhata development.

Renovation and refurbishment of waterfront Cracker Bay Offices completed.

Completed construction of Bravo at Cracker Bay which opened to the
public in February 2026.

Longstanding pre-sale strategy continued to deliver in a mixed property market, with
Auckland remaining subdued. A total of 430 units settled.
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Notes: 1. Northbrook Arrowtown remaining subject to a resource consent amendment being granted. A retirement
village consent has been granted for Northbrook Arrowtown.
Lakeside, Te Kauwhata

Ayrburn Screen Hub approved under the Fast-track Approvals Act 2024 with no appeal
lodged within the statutory timeframe.
Completed The Wellness Spa at Northbrook Wānaka, with Stage 2 comprising The
Welcome and Care Building underway.

Pre-sale book continues to protect future revenues, $27.4m as at 30 June 2026.

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Fast-track Approvals
Sunfield and Ayrburn Screen Hub both approved under the
Fast-track Approvals Act 2024.
Screen Hub, Ayrburn
(artist impression)
Sunfield, Auckland
•The Sunfield masterplanned community was approved by the Expert
Panel under the Fast-track Approvals Act 2024 on 10 March 2026.
•Auckland Council lodged an appeal in the High Court on 9 April 2026 to
the Sunfield decision. Appeals under the Fast-track Approval Act can
only be made on a ‘point of law’.
•The Appeal hearing in the High Court is to occur on 15 and 16
September 2026.
Ayrburn Screen Hub, Arrowtown
•The Ayrburn Screen Hub was approved by the Expert Panel under the
Fast-track Approvals Act 2024 on 14 April 2026.
•The Ayrburn Screen Hub will be a valuable addition to the Ayrburn
precinct, generating revenue from the Screen Hub and Hotel operations
and incremental revenue growth of the hospitality precinct.
Sunfield, Auckland (artist impression)

247
186
171
76
553
449
565
345
266
430
-
200
400
600
800
1,000
1,200
PriorFY18AFY19AFY20AFY21AFY22AFY23AFY24AFY25AFY26AFY27F+
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Significant Landbank Pipeline
Pipeline of c5,400 units remain to be delivered in future
years.
5,400+
Sunfield, Papakura

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Continued Momentum
Neighbourhood
Units settled
FY26
Units settled
FY25
Movement
Lakeside317183134
Beaches211
Bridesdale2-2
Northlake1025844
Launch Bay724(17)
Total
430266164
FY26 settlements across the residential portfolio.
Average residential
revenue per unit
(000’s)
$344$489($145)
Settlements by product type
Notes: 1. Constructed product comprises of apartments, townhouses, dwellings and
commercial units.
RESIDENTIAL
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Residential Lots

Apartments

Commercial

FY26
settlements
by product
FY25
settlements
by product
89%
9%
2 %
Residential Lots

Apartments

Commercial

83%
8%
9%

Northlake
•Stages 18B and 18C were completed and titled in FY26 concluding this
stage of 125 land lots. There are 41 units remaining which are either
contractually pre-sold or available for sale.
•Land lots and completed units settled at Stage 15 with just 1 unit
remaining to be sold as at 30 June 2026.
•The final 2 Commercial units settled.
•A proposed plan change is underway to enlarge the size of Stage 19 and
to enable approximately 65 additional residential lots.
Lakeside Te Kauwhata
•The remaining 317 land lots within Stages 4 and 5 were settled in FY26.
•This concludes the land supply agreement with Kāinga Ora that has
underpinned this phase of development.
•In parallel, the process to vest approximately 60 hectares of reserve land
to the community has commenced, a significant milestone in delivering
on the long-term vision for Lakeside.

North Ridge Cessnock
•Stage 7 design is complete. Planning Approval application has been
lodged with Cessnock City Council.
•Stage 7 was released to the market in October 2025 and has sold well.
•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, FY26 revenue
$148.1 million.
10
Residential Development FY26
10
RESIDENTIAL
Northlake, Wānaka - Stage 18
Lakeside, Te Kauwhata
North Ridge, Cessnock
Northlake, Wānaka - Stage 19

Three-bedroom Residence, Northbrook Wānaka (above and below)
•New residents have continued to move in steadily over the past year, with
entry prices continuing to track in line with expectations.
•The Wellness Spa opened on 4 February 2026, adding a significant amenity
to the village. This facility includes a heated indoor swimming pool, spa,
sauna, gym, yoga and pilates studio, hair salon, and a private consultation
room.
•Construction of Stage 2, The Welcome and Care Building, commenced in
January 2026. The Welcome Building will incorporate a café, restaurant and
community amenities, and the Care Building will deliver 35 care suites
providing rest home, hospital-level and dementia care. The Welcome and
Care Building is on track to open in 2027.
Northbrook Wānaka marked its first birthday on 14 May 2026.
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Northbrook Wānaka
Stage 2 Underway
RETIREMENT
Indoor Pool and Spa, Northbrook Wānaka

1
2
Goodfellows Lakeside
•Goodfellows Lakeside launched on 2 May 2026 with 18 lots released as part of
Stage 1.
•The village will ultimately comprise 210 standalone homes, with Stage 1
delivering 72 homes in total.
•Seven house types are available, ranging from two, three and four-bedrooms.
•Internal resident facilities within the existing Commercial buildings were
completed in April 2026 including the Residents’ Lounge, fully-equipped gym,
and office space. Groundworks for additional facilities are underway, and on
track for completion in 2027 before the first residents move in.
•Construction of four display homes is well advanced ahead of a full market
launch scheduled for October 2026.
A new lifestyle village in Lakeside, Te Kauwhata for those over 60.
Community Hub, Goodfellows Lakeside (artist impression)
The Montgomerie, Goodfellows Lakeside (artist impression)
Indoor Pool and Spa, Goodfellows Lakeside
(artist impression)
Lawn Bowls, Goodfellows Lakeside
(artist impression)
RETIREMENT