Winton - Notice of 2026 Annual Meeting of Shareholders

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.
NZX & ASX RELEASE
NZX: WIN / ASX: WTN
28 September 2026
WINTON – NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
The 2026 Annual Meeting of Shareholders of Winton Land Limited will be held as a virtual only
meeting on Friday, 23 October 2026, commencing at 11.00am (NZDT).
Copies of the Notice of Meeting and Proxy Form are attached.
Ends.
For further information, please contact:
Michael Stiassny
Chair
(+64) 21 821 166
michael@stiassny.com

---

Winton Land Limited
Notice of 2026 Annual Meeting of Shareholders
Friday, 23 October, 11.00am
As an owner of Winton Land Limited (Winton or the Company) the Board invites you to join us for
our Annual Meeting of Shareholders.
Where: This will be a virtual meeting via the MUFG Pension & Market Services Virtual Meeting
platform at www.virtualmeeting.co.nz/win26.
When: Friday, 23 October 2026, commencing at 11.00am.
To join the meeting online you will need your Shareholder Number (NZX: CSN/Holder Number or
ASX: HIN/SRN) for verification. Further instructions on how to participate are outlined in the
“Important Information – Procedural Notes” section at the end of this Notice of Meeting.
If you cannot attend, we encourage you to have your vote counted by completing and lodging the
Proxy/Voting Form in accordance with the instructions within this Notice of Meeting so that it
reaches MUFG Pension & Market Services by Wednesday, 21 October 2026 at 11.00am.
BUSINESS AND AGENDA OF MEETING
1. Chair address
2. Resolutions
To consider and, if deemed fit, to pass the following ordinary resolutions at the meeting:
Resolution 1 – Election of Michael Stiassny as Director
That Michael Stiassny, having been appointed by the Board and only holding office until the
Annual Meeting of Shareholders, be elected as a Director of the Company.
Resolution 2 - Auditor’s Remuneration
That the Board be authorised to fix the fees and expenses of Ernst & Young as the auditor of
the Company for the ensuing year.
For further detail, see the Explanatory Notes below.
3. Other business and Shareholder Questions
To consider any other matter as may be properly raised at the meeting.

We look forward to welcoming you to the 2026 Annual Meeting of Shareholders.

For and on behalf of the Winton Board of Directors



Michael Stiassny
Chair
28 September 2026


EXPLANATORY NOTES

Resolution 1: Election of Director
Under Rule 2.7.1 of the NZX Listing Rules, and clause 25.2 of the Company’s constitution, Directors
appointed by the Board must not hold office (without re-election) past the next annual meeting
following that Director’s appointment. If the Director is eligible, they may offer themselves for
election by the shareholders at the annual meeting following their appointment. In September
2026, the Board appointed Michael Stiassny as a Director of the Company under clause 25.2 of the
Company’s constitution. He retires at this Annual Meeting of Shareholders, and being eligible, offers
himself for election.

Profile of Michael Stiassny

Michael Stiassny is a professional director, with more than 40 years’
experience in financial advisory, governance and capital
markets. Mr Stiassny currently chairs NZX listed 2 Cheap Cars
Group Limited and Being AI Limited. He is also the chair of
Momentum Life Insurance Limited and a director of a number of
other private companies, including Tegel Group Holdings Limited
and LPF Group Limited. Mr Stiassny holds both Commerce and Law
degrees from the University of Auckland and is a Chartered Fellow
and former President of the New Zealand Institute of Directors.

Term of Office:
Appointed Director on 2 September 2026

The Board considers that Michael Stiassny has the appropriate blend of leadership and experience,
combined with diversity of perspective, to contribute to the successful functional and strategic
requirements of the Company.

The Board unanimously supports Resolution 1 and recommends that shareholders vote IN FAVOUR
of the election of Michael Stiassny.

Resolution 2: Auditor’s Remuneration
The current auditor of the Company, Ernst & Young (EY), will be automatically reappointed as
Winton’s auditor at the Annual Meeting of Shareholders in accordance with section 207T of the
Companies Act 1993. Under that legislation, the auditor’s fees and expenses must be fixed at the
Annual Meeting of Shareholders or in the manner that the Company determines at the meeting.
Shareholder approval is therefore sought for the Directors of the Company to fix EY’s fees and
expenses for the ensuing financial year.

The Board unanimously supports this resolution and recommends that shareholders vote IN
FAVOUR of it at the meeting.

IMPORTANT INFORMATION – PROCEDURAL NOTES

Voting
A. The persons entitled to vote on the
resolutions at the Annual Meeting of
Shareholders are those persons who are
recorded in the share register of Winton as
holders of ordinary shares at 5:00pm NZDT on
Wednesday, 21 October 2026. Voting will be
conducted by way of poll, meaning that each
shareholder of Winton has one vote for each
ordinary share in Winton held by that
shareholder.

Proxy Appointment and Form
B. Registered shareholders may vote at the
meeting either online or by postal vote or
proxy. All shareholders are entitled to attend
and vote at the meeting or to appoint a proxy
or representative (in the case of a corporate
shareholder) to attend and vote on their
behalf. Shareholders can still attend the
meeting, even if they have appointed a proxy
(although they will not be able to vote if a
proxy has been appointed).

C. A proxy need not be a shareholder of Winton.

D. Shareholders who wish to vote by appointing
a proxy to vote on their behalf may direct
their proxy to vote for or against a resolution,
to abstain from voting or to exercise their
discretion as to how to vote. Please note that
your proxy will not be able to vote at the
meeting unless you have provided a voting
direction or discretion.

E. The appointment of a proxy must be made
online at vote.cm.mpms.mufg.com/WIN or, if
you complete the accompanying Proxy/Voting
Form in accordance with the instructions set
out in the form, received by MUFG Pension &
Market Services by no later than 11.00am
NZDT on Wednesday, 21 October 2026.

F. If, in appointing your proxy, you do not name
a person to be your proxy (either online or on
the accompanying Proxy/Voting Form), the
Chair of the meeting will be your proxy and
may only vote in accordance with your
express direction. You may appoint the Chair
of the meeting as your proxy. If you appoint
the Chair as proxy and the voting is left to the
Chair’s discretion, the Chair intends to vote in
favour of each resolution.

Postal Votes and Electronic Voting
G. A shareholder or appointed proxy may cast an
online or postal vote on all or any of the
matters to be voted on at the meeting. The
Board has authorised Winton’s share registrar,
MUFG Pension & Market Services, to receive
and count postal votes at the meeting.

H. A postal voting form is enclosed with this
notice (combined with the Proxy/Voting
Form). If you wish to cast a postal vote you
must vote by no later than 11.00am NZDT on
Wednesday, 21 October 2026 by either:

i. voting online at
vote.cm.mpms.mufg.com/WIN or by
scanning the QR code on the
Proxy/Voting Form; or

ii. completing the Proxy/Voting Form and
send it to MUFG Pension & Market
Services, in accordance with the
instructions set out on the form.

Virtual Annual Meeting
I. Shareholders (and appointed proxies) will be
able to attend and participate in the meeting
virtually via an online platform provided by
our share registrar, MUFG Pension & Market
Services, at www.virtualmeeting.co.nz/win26.
Shareholders attending and participating in
the meeting virtually via the online platform
will be able to vote and ask questions during
the meeting. More information regarding
virtual attendance at the meeting (including
how to vote and ask questions virtually during
the meeting) is available in the Virtual
Meeting Guide available at:
https://mail.cm.mpms.mufg.com/MUFG/MUF
G_VirtualMeetingGuide.pdf. Winton strongly
recommends that shareholders who wish to
participate in the meeting virtually log in to
the online portal at least 15 minutes prior to
the scheduled start time for the meeting.

Other
J. Following the conclusion of formal business,
there will be an opportunity for shareholders
at the meeting to ask questions. To encourage
shareholder participation, we also invite you
to submit questions ahead of the meeting
which you can do online or using the enclosed
proxy form.

K. A recording of the meeting will be available on
the Company’s website following the meeting.

---

Go online to vote.cm.mpms.mufg.com/WIN to appoint your proxy

LODGE YOUR PROXY / POSTAL VOTE















Voting / Proxy Form for Winton Land Limited 2026 Annual Meeting of Shareholders

Notice is hereby given that the Annual Meeting of Shareholders of Winton Land Limited (Winton or the Company) will be held online via the MUFG Pension
& Market Services virtual meeting platform at www.virtualmeeting.co.nz/win26 at 11:00am (New Zealand time) on Friday, 23 October 2026. You will require
your Shareholder Number (NZX: CSN/Holder Number or ASX: HIN/SRN) for verification purposes.
If you will not attend the meeting online, but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment
instructions above) to Winton Land Limited’s share registry, MUFG Pension & Market Services, by no later than 11:00am on Wednesday, 21 October
2026. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.cm.mpms.mufg.com/WIN or by
scanning the QR code above with your smartphone.


Friday, 23 October 2026 at 11:00am (New Zealand time)




www.virtualmeeting.co.nz/win26

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

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If, in appointing your proxy, you do
not name a person to be your proxy, the Chair of the meeting will be your
proxy and may only vote in accordance with your express direction. If you
wish, you may appoint “The Chair of the Meeting” as your proxy or as
alternative to your named proxy. The Chair of the Meeting intends to vote
all discretionary proxies in favour of the relevant resolution.

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


Attending the meeting
If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/win26. You will require your Shareholder
Number for verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.

Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.

Online
vote.cm.mpms.mufg.com/WIN
Scan this QR code
with your smartphone
and vote online



Scan & email
meetings.nz@cm.mpms.mufg.com

Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142

General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Step 1 Choose to Vote by Postal Vote OR Appoint a Proxy / Corporate Representative
Postal Vote


I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolutions section below.

Appoint a Proxy to vote on your behalf

I/We being a shareholder/s of Winton Land Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held online on Friday, 23 October 2026, at 11.00am and at
any adjournment of that meeting.

Step 2 Items of Business – Voting Instructions

Instruct a proxy to vote or vote by postal vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on
the resolution, tick the box “Proxy’s discretion”. Please note for each resolution you must tick one box.





Step 3 Shareholder Questions

Shareholders attending the Annual Meeting of Shareholders will have the opportunity to ask questions during the meeting. If you cannot attend the Annual
Meeting of Shareholders but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/WIN and completing the
online validation process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed. Questions will
need to be submitted by 11:00am on Wednesday, 21 October 2026. The Board will endeavour to address and answer questions at the Annual Meeting of
Shareholders.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney


Shareholder 2
or duly authorised officer or attorney


Shareholder 3
or duly authorised officer or attorney


Contact Name


Contact Daytime Telephone


Date

Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. That Michael Stiassny, having been appointed by the Board and only holding office until the
Annual Meeting of Shareholders, be elected as a Director of the Company.



2. That the Board be authorised to fix the fees and expenses of Ernst & Young as the auditor
of the Company for the ensuing year.