Winton - Governance Update

NZX & ASX Release
NZX: WIN / ASX: WTN
27 August 2026

WINTON – GOVERNANCE UPDATE
The Board of Winton Land Limited (Winton) notes the media reporting following the resignations of
Steven Joyce and Guy Fergusson, announced on 26 August 2026 and which will be effective on 31
August 2026. Winton director James Kemp has also given notice that he is resigning as a member
and Chair of the Nominations and Remuneration Committee with effect from 31 August 2026,
although will continue as a director of Winton.
Winton wishes to provide further context to those resignations, and to the process that will be
followed by the Board for the appointment of an independent director to ensure Winton meets the
minimum board composition requirements of the NZX Listing Rules.
Director resignations
Mr Joyce and Mr Fergusson have released a joint statement that sets out the reasons for their
resignations. In particular, that statement states:
• It has become clear to Mr Joyce and Mr Fergusson that there is a fundamental misalignment
of expectations between themselves and Winton’s majority shareholder with regards to
matters relating to corporate governance.
• Amendments to Winton’s constitution were proposed to the majority shareholder to
provide minority shareholders with a direct say in Board representation and provide a
mechanism for independent advocacy for the interests of Winton and all its shareholders.
The proposed amendments were not supported by the majority shareholder.
The statement goes on to say that Mr Joyce and Mr Fergusson do not believe they are able to
continue to discharge their respective responsibilities as independent directors, including as Chair of
the Board and as Chair of the Audit and Financial Risk Committee, and those directors have
therefore concluded that it is appropriate for them to resign.
Resignation of Chair of Nominations and Remuneration Committee
Following the announcement that Mr Joyce and Mr Fergusson are resigning, Winton received notice
after the close of trading on 26 August 2026 from James Kemp of his resignation as a member and
Chair of the Nominations and Remuneration Committee with effect from 31 August 2026. In
resigning Mr Kemp has echoed the sentiments expressed by Mr Joyce and Mr Fergusson as the
reasons for their resignations stating that he does not see a path to constructive deliberation
through which he can effectively fulfil his role as a member and Chair of the Nominations and
Remuneration Committee.
Mr Kemp continues as a director of Winton, associated with Winton’s 22.35% shareholder TC Akarua
2 Pty Ltd (as trustee of the TC Akarua Sub Trust), a real estate vehicle managed by Macquarie Asset
Management but has noted he will actively monitor whether he is able to continue to discharge his
responsibilities without the director independence protections proposed to, but not supported by,
the majority shareholder.

Director appointment process
The Board notes that Winton is required to have at least two independent directors under the NZX
Listing Rules. At present, Winton remains in compliance with the NZX Listing Rules in this respect
and is expected to do so until 31 August 2026.
The Board will urgently seek to appoint at least one further independent director to replace Mr
Joyce and Mr Fergusson. Given the need to urgently appoint a further independent director, the full
Board will be involved in the nomination and recruitment process, rather than delegating this matter
to the Nomination and Remuneration Committee.
The Board will seek to find an independent director that has an adequate accounting or financial
background to sit on the Audit and Financial Risk Committee, given Mr Fergusson currently meets
that criteria. The Board notes that it considers that, although not independent directors, both Julian
Cook and James Kemp have an adequate accounting or financial background as contemplated by the
NZX Listing Rules. If they agreed to do so, Mr Cook or Mr Kemp could sit on the Audit and Financial
Risk Committee if an independent director with the necessary background was not appointed. The
Board of Winton will review the composition of its Committees once a suitable independent director
has been identified, to ensure that these Committees contain the optimal mix of directors on the
Board as well to comply with the requirements of the NZX Listing Rules.
In the event that Winton was not able to appoint a replacement independent director on or before
31 August 2026, it would not meet the board composition requirements or audit committee
composition requirements under the NZX Listing Rules, which may result in a suspension from
trading on the NZX and ASX.
Ends.

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

Authorised representative: Justine Hollows, General Manager Corporate Services
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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. To
find out more, visit our website www.winton.nz