Good morning and welcome, and thanks for joining us for Winton's Annual Meeting of Shareholders for 2026, which is being held as a virtual meeting. I'm Michael Stiassny. I'm the Independent Chair of the Board of Directors of Winton, and I was appointed to the board in September this year, and it's my pleasure to address you today at my first annual meeting. Today, we are pleased to welcome our online participants through our virtual meeting platform provided by our share registrar, MUFG Pension & Market Services. You can vote and ask questions online, and I will provide you with further instructions as we progress through the meeting. If you encounter any issues, please refer to the virtual meeting guide, or you can phone the helpline on 0800 200 220 if you're in New Zealand, 1800 990 363 from Australia, or +6493755998 from anywhere else. You can send through questions at any time, so I encourage you to send them through as soon as you can. This will allow us to answer those questions at the appropriate time of the meeting. To ask a question, you will need to click Ask a Question within the online meeting platform, select the item of business, type in your question, and click Submit. Before we formally begin, I'd like to introduce the other members of the Winton board. I'm joined in Sydney today with James Kemp, the Non-Executive Director, and Josh Phillips, who is James's Alternate. Joining us from the MUFG offices are Glen Tupuhi, Independent Director, Michaela Meehan, Non-Executive Director, and Duncan Elley, General Manager, Project Delivery. I'd also like to welcome representatives from our auditors, Ernst & Young, our external legal counsel, Chapman Tripp, and the team from our share registrar, MUFG Pension & Market Services. The share registrar will help conduct the voting on the formal business later in the meeting and will act as scrutineer. I confirm that the notice of meeting has been sent to shareholders and other persons entitled to receive it, and I have been advised that we have a quorum present. On that basis, I'm pleased to formally declare the meeting open. Proxies have been appointed for the purposes of this meeting in respect of approximately 248 million shares, which represents over 83% of the total number of shares on issue. I'd like to thank shareholders for their participation in today's meeting, and my fellow directors and I intend to vote all discretionary proxies we have received in favor of the resolution set out in the notice of meeting. The agenda. The order of events for this morning's meeting will be as follows. I'll start with a short address. Our General Manager, Project Delivery, Duncan Elley, will then provide an overview and outlook for our assets. As you will have seen in the notice of meeting, we have two resolutions we'd like you to consider, and we will take questions from shareholders on each of the resolutions. Voting on all resolutions will be conducted by way of poll, and after the resolutions, we will open the meeting to other business from shareholders before we close the business meeting today. This will provide an opportunity for you to ask questions or make comments about the address, the financial statements, or the auditor's report. As I've said, I encourage shareholders to submit their questions online through the virtual meeting platform as soon as possible. Before I take you through the financial results for the financial year end of 30 June 2026, I'd like to make a statement. Let me begin by saying plainly, I know what many of you already feel. The past few months have been terribly difficult for this company, compounding the macro pressures already affecting New Zealand's property development sector. You've all read the headlines. You've watched directors resign, watched trading in our shares be suspended, and watched the value of your investment come under pressure. Some of you have held Winton shares since we listed in 2021, and some of you have joined more recently. All of you deserve better than uncertainty, and all of you deserve to hear directly from your board today, not through intermediaries, and definitely not through the media. My remarks today do four things. I'll acknowledge where we have been, I'll tell you where we stand, I'll set out what we're doing about it, and I will finish with what we owe you, every one of you, as shareholders in this company. I don't intend to dwell on the events of recent months, but neither will I pretend they didn't happen. A number of directors resigned earlier this year, citing a fundamental misalignment with the majority shareholder. Trading in our shares was suspended because we fell short of the Exchange Board composition requirements. Winton's founder stepped down as Chief Executive and Chair, and more recently from the board itself. Our people, the staff who design, build, sell, and manage our communities, have carried on through all of this while their company that they work for was in the news for reasons none of them created. I acknowledge all of that today without blame and without rancor. Turmoil at the top of the company is not a private matter between shareholders. It's felt in every part of the business and by every person who relies on it. I also acknowledge something else. This company's greatest asset has never been its land bank. It's the people who work here, and they have shown remarkable resilience. One of our foremost obligations as a board is to ensure Winton is a great, respectful, and professional place to work, because it is both the right thing and indeed a commercial imperative. Let me be equally plain about the substance. Winton is a business with genuine underlying strength, as our FY 2026 results showed. Our portfolio, Sunfield, our master plan communities, our retirement and commercial interests, and the Ayrburn precinct is real, consented, well-located, and capable of delivering value for years to come. This is not a broken business. It's a sound business that has badly been let down by weaknesses in its governance, and this is what we are fixing. We have restored a compliant and credible board. I joined as Independent Chair on 2 September, and we have rebuilt our committee structure to meet the NZX listing rules. The company was suspended. We have worked closely with NZ RegCo to restore quotation of our shares because liquidity and ability to trade are fundamental to your rights, particularly for minority shareholders. As you will have seen, I've purchased more than 245,000 shares. I did not buy them as a gesture. I bought them because I believe the company is worth more than its recent trading history suggests, and I am working to prove it. We are starting to rebuild our leadership team. The process to appoint a Chief Financial Officer is well advanced. The strategic review of the Winton portfolio is currently being undertaken by the board and will shape the CEO profile. A search will begin once that work is done. In the meantime, our senior leadership team has kept the business operating, selling, settling, and building. We are recommitting to our people. Workplace conduct, safety, and respect are board-level priorities backed by further strengthened policies, processes, and clear accountability. What does this mean for our majority shareholder and for all of you? I want to speak now to the question I know is on many shareholders' minds. What does it mean to have a majority shareholder, and where does that leave everyone else? Winton has had and has a controlling shareholder holding around 55% of the company, alongside other significant holders and several thousand smaller shareholders. Let me say clearly, a committed long-term majority shareholder is not a problem. It is a strength. It provides stability of ownership, strategic patience through property cycles, and capital backing when markets are difficult. Many great listed companies have been built with an anchor shareholder standing behind them, and indeed, some of you may well have invested in Winton due to the property development experience and vision of the majority shareholder. An anchor shareholder can add value and strengthen a business when the interests of all owners are aligned and protected. The recent experience of other New Zealand-listed companies where minority shareholders found themselves either squeezed on price or excluded from decisions that determine their investment future is a live lesson for us. When governance breaks down around a controlling shareholder, it is minority shareholders who bear the consequences most sharply. A suspended share price you cannot exit, a board you cannot influence, and value that erodes while the argument goes on. Let me state the board's position without ambiguity. Every share in Winton carries the same rights. A shareholder with 1,000 shares stands in exactly the same position and principle as a shareholder with 50 million shares. The board's duty to the company as a whole, which in practice means being vigilant, informed, and fair in how it weighs the interests of smaller holders who cannot vote the board in or out against those of a holder who could. That vigilance is not a threat to anyone. It is what the NZX listing rules, the law, and basic fairness require, and it is what makes this company worth investing in at any size. Here is the contract I am putting before you today as your new Chair. First, governance you can trust. A functioning board, a real audit and risk committee, a Chair accountable to all shareholders, not to larger or any single one shareholder. Second, a culture that values people. A successful Winton is built on a workplace where every person feels valued and respected. We will look after our people, hold conduct to a high standard, and make Winton a company people are proud to work for. That is how we protect the value of your shares. Third, focus on fundamentals. Our job, in accordance with the vision statement, is to deliver our pipeline of core community and precincts, sell and settle well, manage our balance sheet prudently, resume dividends when it is prudent to do so, and let the results, not the headlines, tell our story. Fourthly, engagement with you all. Small cap investing demands informed, engaged owners. We will meet that with transparency, clear reporting, accessible meetings, and directors who answer questions, even the uncomfortable ones, because that will help make this company a better one. Winton is a company with real assets, real momentum in its operations, and a future that is worth fighting for. What it has lacked recently is trust in its governance, its culture, and the treatment of all its owners. Trust isn't restored by speeches. It is restored by actions repeated consistently over time until they become the culture of a place. That work began in September. It continues today, and it will be evident at your next annual meeting. The turmoil of recent months is behind us. The task of putting the company back on track for all its shareholders and all its people is now ahead of us and is well in hand. Thank you for your continued ownership and your patience. Now let's look at the results and then we'll welcome some questions. Turning to the year itself. Despite disruptions and a very difficult economic backdrop in New Zealand, FY 2026 was a strong year for Winton operationally and financially. The property market remained subdued in parts of New Zealand, particularly Auckland, while conditions in other regions proved more resilient. A higher volume of residential settlements, a full year of trading across the Ayrburn venues, and the opening of Bravo at Cracker Bay together supported a significantly improved result. Winton's longstanding presale strategy continued to serve us well and will continue to do so over the coming years. The presentation on screen shows various FY 2026 key statistics as set out in our FY 2026 annual report. Winton delivered revenue of NZD 188.8 million in FY 2026, up 21.5% from NZD 155.4 million in FY 2025. A total of 430 units were settled, an increase of 164 units on the prior year, generating development revenue of NZD 147.8 million at an average of approximately NZD 344,000 per unit. The increase was led by additional settlements at Lakeside and Northlake. 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 NZD 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. Hospitality revenue was NZD 35.8 million, up NZD 14.7 million on FY 2025. A net fair value gain of NZD 2.3 million resulted from the revaluation of investment properties compared with the NZD 5.1 million gain in FY 2025. EBITDA was NZD 45.6 million, up from NZD 21.3 million, and net profit after tax was NZD 22.7 million, more than double the NZD 10.3 million recorded in FY 2025. This represents a net profit after tax margin of 12%. The balance sheet also strengthened. Winton reduced borrowings to NZD 44.2 million from NZD 99.4 million and enters FY 2027 with NZD 38.8 million in cash reserves, and total equity increased to NZD 555.4 million from NZD 531.2 million. I'm now going to hand over to Duncan to talk you through our assets and the progress we have made in the year to 30 June 2026. Thank you, Michael. Winton's residential development business again underpinned the result, contributing revenue of NZD 148.1 million and EBITDA of NZD 41.8 million. FY 2026 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 within the commercial precinct, the childcare center, was also sold. In parallel, the process to vest approximately 60 hectares of reserve land to the community has commenced. Once complete, this reserve land will provide green open space and parks that will be enjoyed for years to come. At Northlake in Wānaka, 102 units settled across stages 15, 17, and 18, and all commercial units at Northlake have now settled. Winton has submitted a request to the 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. At North Ridge in Cessnock, stage 7 design is complete and planning approval has been lodged with Cessnock City Council. Stage 7 was released to the market in October 2025 and is selling well. Our Sunfield development in South Auckland reached an important milestone in March 2026 when it received a positive decision under the Fast-track Approvals Act. In April, Auckland Council lodged an appeal against that decision in the High Court, and the hearing was held in September. Sunfield remains one of Winton's largest and most transformative projects, planned to deliver significant housing and commercial capacity to South Auckland. 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, with no appeal lodged within the statutory timeframe. The Screen Hub is planned as an all-inclusive film studio, enabling users to work and stay on site through filming, production, and post-production, and will include accommodation for film workers and visitors. It will be a valuable part of the Ayrburn master plan, generating recurring revenue and incremental growth for the broader hospitality precinct. Northbrook Wānaka, Winton's first retirement village, marked its first birthday on 14 May 2026, completing its inaugural year of operation with occupancy continuing to build. The wellness spa officially opened on 4 February, adding a significant amenity to the village. 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 comprises the welcome building and a care building. The care building will deliver 35 purpose-built suites, providing rest home, hospital level, and dementia care, extending the village's capacity to support residents across the full range of later life needs. Both buildings remain on track to open in 2027. During the year, we also launched Goodfellows, a new lifestyle village at Lakeside in Te Kauwhata, designed for those over 60. The village will ultimately comprise 210 standalone homes offered under occupation right agreements, with stage 1 delivering 72 homes alongside amenities including a heated pool and spa, a gym, and a residents' lounge. A full sales campaign commenced this month. Cracker Bay continued to establish itself as a distinctive waterfront precinct during FY 2026. The modernized office building is now 88% occupied across its four levels, and the car park continues to be leased, providing approximately 160 spaces for tenants, marina users, and restaurant patrons. In February 2026, we opened Bravo at Cracker Bay, an overwater restaurant and all-day dining venue on Auckland's Waitematā Harbor. Bravo adds a food and beverage dimension to the precinct, complementing the office and marina offerings and increasing foot traffic to the site. FY26 also marked the first full year with all Ayrburn venues trading, delivering hospitality revenue of NZD 35.8 million. Notably, the venues are now welcoming well over one million visitors per annum, a remarkable achievement in just three years. This demonstrates that the Ayrburn master plan is coming together well. During the year, two of Ayrburn's venues, Billy's and The Woolshed, were named in the Michelin selected category, recognizing them among the most exceptional restaurants in New Zealand, and this is a significant achievement for the team. The second Ayrburn Classic, held in February 2026, built on the success of the inaugural event, which was a finalist for Breakthrough Event of the Year at the International Historic Motoring Awards 2025. The 2026 event was larger in scale and attracted around 9,000 visitors. Wine production from Ayrburn's own heritage vines continues, with the Ayrburn Homestead and the Ten Acre Pinot Noirs receiving five-star ratings from Cuisine Magazine for the 2024 vintage. Looking ahead, the focus at Ayrburn is on visitor growth, gaining further efficiencies from the multi-venue site, continuing to build the events pipeline, and delivering the high-end Ayrburn experience to every visitor, day or night. I'll now hand back to Michael. Sorry, Michael, could you unmute yourself, please? Apologies for that. Thanks, Duncan. On dividends, the board continues to pause distributions, reflecting our commitment to financial discipline while market conditions remaining soft. Resuming dividends remains an active item on our agenda, but it will only occur when it is prudent to do so, and when doing so supports long-term value for shareholders. In the meantime, our priority is ensuring Winton is in the strongest possible position when that moment comes. I think we can all agree that in terms of the wider environment, economic uncertainty remains high. At the same time, though, there are positive signs in Winton's operating environment, and we are cautiously positive about an improvement in trading conditions in the year ahead. As noted in the annual report, we are undertaking a review of the portfolio and capital allocation aimed at maximizing value for all shareholders. That review is ongoing, and we will update the market as decisions are made. We move into FY 2027 clear about the task ahead. I am grateful for the dedication of the Winton team and their ability to keep delivering through a demanding period. I also like to thank our trade partners, our contractors, suppliers, and to our community of stakeholders and shareholders for their continued support. We should normally move on to resolutions, but I think we have just got a couple of questions, and it might be more appropriate to deal with those now than later. They are both the same, one from Warren and one from an old colleague of mine, John. So thank you for your questions, and both of them are basically seeking reassurance as shareholders for the position they find themselves in, where they have lost significant value in their shares. I hope that I have covered that off in the questions. I think it is fair to say that all directors, and I think it is fair to say even the major shareholders, agree that no one is comfortable with the share price and no one is comfortable with what has gone on before us. But we have reached the turning point. We are moving forward. With the commitments that I have made on behalf of everyone, I think you will see an improvement. Hopefully, you will see an improvement in this company's performance and value. So we are now going to move on to the formal part of the business. The matters requiring resolutions are outlined in the notice of meeting. So you are entitled to ask questions on each matter. But let's just move on to the resolutions. I propose that we will call a poll on each of those resolutions. Instructions again. Shareholders will be able to cast their vote using the electronic voting card received when their registration was validated. You need to click Get the Voting Card within the online meeting platform. You will be asked to enter your shareholder or proxy number. You can vote for, against, or abstain on the voting card. Once you have made your selection, please click Submit Vote at the bottom of the card to lodge your vote. Please refer to the virtual meeting guide or use the helpline if you require assistance. Voting will remain open until five minutes after the conclusion of the meeting. The vote will be announced via the stock exchange. Each resolution set out in the notice of meeting is to be considered as an ordinary resolution. As such, it must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. The outcome of the proxy votes will be displayed for your information after voting on the resolution. Now we turn to the resolution. The first resolution is that I should be appointed, that Michael Stiassny, having been appointed by the board and holding office until the annual meeting of shareholders, be elected as a Director of the company. You are aware I was appointed to the board in September. Under the NZX listing rules and the company's constitution, a Director appointed by the board only holds office until the next annual meeting, at which point they may stand for election by shareholders. I have therefore retired and, being eligible, offer myself for election. The board has determined that I am an independent Director for the purposes of the listing rules. There is a profile of me in the notice of meeting. The board unanimously supports resolution one and recommends that shareholders vote in favor in my election. It is not appropriate for me to take questions on my own election. I will ask Glen, who is at MUFG's office, if he could respond to any questions on this resolution. There are no questions. I will now move to thank you. Please now select either for, against, or abstain for resolution one on the voting card. Thanks, Glen. We now move on to the second resolution, that the board be authorized to fix the fees and expenses of Ernst & Young as the auditor of the company for the ensuing year. Current auditor of the company, EY, will be automatically reappointed as Winton's auditor at this annual meeting in accordance with Section 207C of the Companies Act 1993. Under that legislation, the auditor's fees and expenses must be fixed at the annual meeting or in the manner the company determines at the meeting. Shareholder approval is therefore sought for the directors to fix Ernst & Young's fees and expenses for the ensuing financial year. Winton remains satisfied with the quality of the audit work performed by EY. The board unanimously supports resolution two and recommends that shareholders vote in favor. Are there any questions in regard to resolution two? There are no questions. No questions. Thank you. If you could please now select either for, against, or abstain for resolution two. This completes voting on the resolutions. At this time, I'd like to advise the outcome of proxy votes that were lodged in respect of each of those resolutions. The results are shown on the screen, and as I've said, voting will be open until five minutes after the conclusion of the meeting. We're now on to an opportunity for general business, and shareholders can ask questions whether related to the address, financial statements, or management of the company. Please provide those questions online and we will address them. If we run short of time or I'm unable to answer them, a response will be emailed to you after the meeting. I know there are a couple of media in the room. This is a meeting for shareholders, but as I've said before, I am available to answer your questions after the meeting. I'll start with David Lee who's asked: Residential seems to be keeping things afloat. What is the focus going forward? Is bank borrowing at risk due to the board issues, and if not, why not? I don't think there's any question, we have a phenomenal land bank. Sunfield is a great asset. We're hoping that the recent High Court will come down in our favor, and we can keep moving forward. We have other assets in residential. We have our retirement home assets coming on stream. You will have seen in the press last week, Goodfellows brand being launched, and we had a good open day on the weekend. And our hospitality is going well. Business itself is performing well. We have about NZD 40 million of bank debt as we stand. With cash in the bank, we do have no issues around any business issues. David Lee asking about Chris and Michaela's shareholding, that it is a majority. How can we deal with that in the future? They appoint directors. They may dominate the board. Is there a legal mechanism in place? What value are the new chair's assurances? Winton on paper seems to be doing quite okay. What is your view on where this lies? Well, that's a big question. All directors serve subject to the shareholders deciding whether they wish them to continue or not. We have a major shareholder. Personally, and you will have seen in the press, I think yesterday, Steven Joyce getting an award from the Shareholders Association about a position he's taken in regard to a majority shareholder position. I strongly disagree with that, and I think you have to look at it differently. Every one of you bought shares in this company knowing full well that there was a majority shareholder. There are a lot of instances where the majority shareholder position works well. When you have a property company, I think that's probably an example where it does work. We have had the Meehans with a vision on what they wanted to achieve, tenacity to get it done, and they have achieved a lot, and all of you have shared in that journey. For a time, it was going quite well, but due to governance issues, it hasn't gone that well. It's our job as a board to make sure that we do what is right. As I've said, we will run this company in the interests of all shareholders. We will continue to do that. When we can't do it will mean that we have a disagreement between the shareholders and the board. I think we've been through the worst. We have an understanding amongst us all as to what is required to rebuild trust and to rebuild value. So we should look forward, not backwards. How do we demonstrate that the company is being run Sorry. From Brendan Loder. How does the board demonstrate the company is being run in the interests of all shareholders rather than primarily in the interests of the major shareholder? I think I've covered that. You are going to see that we are running this business in the interests of all shareholders, and that the interests of the majority shareholder and other shareholders are actually aligned. It's about getting value for the assets and getting this company to trade as it should. Are there any other questions? If you do have any, please put them on the screen. I can only assume they're not. So I'm very happy to thank everyone for taking part, thank my fellow directors, and wish you all well. Voting will close five minutes after this meeting, and we will advise the exchange later as to the voting results. So thank you very much, and hopefully next year, the share price is significantly better and everyone is happy as to the way Winton has progressed. So thank you
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