Annual report
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winton.nz ANNUAL REPORT 12 MONTHS ENDING 30 JUNE 2026
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Contents FC N orthbrook Wānaka, Wānaka 01 N orthbrook 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
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ANNUAL REPORT 2026 WINTON LAND LIMITED | 01
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Key Highlights Revenue $188.8m (FY25: $155.4m) 02 T he 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 2026 02 | WINTON LAND LIMITED
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NPAT margin 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 2026 WINTON LAND LIMITED | 03
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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 S teven Joyce, Chair 04 J ulian Cook, Executive Director 05 A yrburn Film Hub, Arrowtown (artist impression) 04 ANNUAL REPORT 2026 04 | WINTON LAND LIMITED
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05 ANNUAL REPORT 2026 WINTON LAND LIMITED | 05
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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 N orthbrook Wānaka Wānaka ANNUAL REPORT 202606 | WINTON LAND LIMITED
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06 ANNUAL REPORT 2026 WINTON LAND LIMITED | 07
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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 T he Woolshed, Ayrburn 07 08 ANNUAL REPORT 2026 08 | WINTON LAND LIMITED
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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% Neighbourhood Units settled FY26 Uni ts settled FY25 Mo vement Lakeside 317 183 134 Beaches 2 1 1 Bridesdale 2 - 2 Northlake 102 58 44 Launch Bay 7 24 (17) Total 430 266 164 Average revenue per unit (000’s) $344 $489 ($145) 10 FY25 settlements by product 8% 83%9% ANNUAL REPORT 2026 10 | WINTON LAND LIMITED
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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 N orthlake Wānaka, Wānaka 11 Sunfield, Papakura 12 Lakeside, Te Kauwhata 12 ANNUAL REPORT 2026 WINTON LAND LIMITED | 11
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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 N orthbrook Wānaka, Wānaka 14 Northbrook Wānaka and Goodfellows Lakeside 13 15 ANNUAL REPORT 2026 12 | WINTON LAND LIMITED
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18 19 21 Retirement 20 ANNUAL REPORT 2026 14 | WINTON LAND LIMITED
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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 2026 WINTON LAND LIMITED | 15
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Commercial Cracker Bay Cracker Bay continued to establish itself as a distinctive waterfront precinct during FY26. ANNUAL REPORT 2026 16 | WINTON LAND LIMITED
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25 B ravo, 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 2026 WINTON LAND LIMITED | 17
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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 T he Woolshed, Ayrburn 27 T he Woolshed, Ayrburn 28 T he Bakehouse, Ayrburn Commercial 27 ANNUAL REPORT 2026 18 | WINTON LAND LIMITED
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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 A yrburn Film Hub, Arrowtown (artist impression) 29 ANNUAL REPORT 2026 20 | WINTON LAND LIMITED
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Senior Management Team MICHAELA MEEHAN Non-Executive Director MSc (Economics and Business Administration) Appointed 19 June 2017 Michaela is a founding principal of Winton, and has over 20 years of corporate, property and treasury experience. Michaela was a Senior Product Manager for the Danish brewery Carlsberg, in Copenhagen, from 1995 to 2001. Michaela was also a professional sailor for 13 years, competing at three Olympic Games as a member of the Danish Sailing Team. 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 2026 WINTON LAND LIMITED | 21
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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 $1 billion in assets, Winton will fall outside t he mandatory climate-related disclosure regime. Winton will continue to maintain core sustainability practices and data collection to support the resumption of full disclosures should reporting obligations change or the company’s scale require it. Winton ESG 30 30 N orthlake Wānaka, Wānaka ANNUAL REPORT 2026 22 | WINTON LAND LIMITED
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Sustainability Data FY26 FY25 FY24 FY23 FY22 FY211 Thriving Planet Fine for environmental breaches ($m) 0 0 0 0 0 0 Thriving People Number of employees (Full time, Part-time and Casual) 335 262 211 65 35 27 Number of employees (FTE) 226 179 152 65 35 27 % of FTE Female 46% 45% 49% 43% 34% 30% % of FTE Male 54% 54% 51% 57% 66% 70% % of FTE Diverse 0% 1% 0% 0% 0% 0% Turnover² 9% 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/a n/a Winton Total Recordable Injury Rate (TRIR)3 1.8 2.2 3.1 n/a n/a n/a Total incidents reported to Work Safe 1 2 1 0 0 0 Workplace fatalities 0 0 0 0 0 0 Data breaches 0 0 0 0 0 0 Portion of onsite contractors local to project 75% 93% 95% 93% 89% 91% Sustainable Future Revenue ($m) 188.8 155.4 173.6 221.1 161.7 205.6 Profit after tax ($m) 22.7 10.3 15.7 64.6 31.7 46.1 Dividends to shareholders ($m) 0 0 8.0 9.3 n/a n/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 2026 WINTON LAND LIMITED | 23
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31 T he Woolshed, Ayrburn FINANCIAL STATEMENTS ANNUAL REPORT 2026 WINTON LAND LIMITED | 25
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Consolidated Statement of Comprehensive Income For the year ended 30 June 2026 ALL VALUES IN $000'S NOTE 2026 2025 Revenue 3 188,841 155,447 Cost of goods sold (103,097) (95,930) Gross profit 85,744 59,517 Fair value gain on investment properties 5 2,309 5,062 Selling expenses 10.1 (3,879) (4,450) Property expenses (1,855) (1,844) Employee benefits expense (22,755) (20,334) Administrative expenses 10.2 (12,701) (15,484) Share-based payment expense 10.12 (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) (4,754) 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 taxation 10.3 (6,593) (550) Deferred taxation 10.3 (7,003) (4,298) Total income tax expense (13,596) (4,848) 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 7.64 3.48 Diluted earnings per share (cents) 9.2 7.38 3.36 The accompanying notes form part of these financial statements. ANNUAL REPORT 2026 26 | WINTON LAND LIMITED
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Consolidated Statement of Changes in Equity For the year ended 30 June 2026 ALL VALUES IN $000'S NOTE SHARE CAPITAL R ETAINED EARNINGS SHARE-BASED PAYMENTS R ESERVE FOREIGN CURRENCY TRANSLATION 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 expense 10.12 - - 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 expense 10.12 - - 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 2026 WINTON LAND LIMITED | 27
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ALL VALUES IN $000'S NOTE 2026 2025 CURRENT ASSETS Cash and cash equivalents 10.9 38,788 20,279 Accounts receivable, prepayments and other receivables 10.5 3,547 4,700 Inventories 4 16,233 46,368 Total current assets 58,568 71,347 NON-CURRENT ASSETS Inventories 4 156,021 179,328 Investment properties 5 369,161 358,378 Property, plant and equipment 6 110,411 93,373 Intangible assets 10.6 957 1,468 Total non-current assets 636,550 632,547 Total assets 695,118 703,894 CURRENT LIABILITIES Accounts payable, accruals and other payables 10.7 14,327 14,497 Current lease liabilities 10.8 48 36 Taxation payable 6,548 265 Borrowings 7 25,723 17,331 Revenue received in advance 3 1,555 761 Residents' loans 8 18,157 12,980 Total current liabilities 66,358 45,870 NON-CURRENT LIABILITIES Borrowings 7 18,509 82,101 Non-current lease liabilities 10.8 23,429 20,302 Deferred tax liabilities 10.3 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 capital 10.4 386,595 386,595 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 2026 28 | WINTON LAND LIMITED
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ALL VALUES IN $000'S NOTE 2026 2025 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 borrowings 7 36,457 83,669 Repayment of borrowings 7 (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 2026 WINTON LAND LIMITED | 29
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ALL VALUES IN $000'S 2026 2025 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 2026 30 | WINTON LAND LIMITED
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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 2026 WINTON LAND LIMITED | 31
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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 segment Operations Residential development Design, 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 villages Develop and operate retirement villages in New Zealand. Commercial portfolio Develop 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 2026 32 | WINTON LAND LIMITED
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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'S RESIDENTIAL RETIREMENT COMMERCIAL UNALLOCATED TOTAL Revenue 148,133 767 39,941 - 188,841 Cost of goods sold1 (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'S RESIDENTIAL RETIREMENT COMMERCIAL UNALLOCATED TOTAL Revenue 130,300 451 24,696 - 155,447 Cost of goods sold1 (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 2026 WINTON LAND LIMITED | 33
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2. Segment Reporting (Continued) (ii) Information about reportable segments (Continued) 2026 ALL VALUES IN $000'S RESIDENTIAL RETIREMENT COMMERCIAL UNALLOCATED TOTAL 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'S RESIDENTIAL RETIREMENT COMMERCIAL UNALLOCATED TOTAL 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'S 2026 2025 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 2026 34 | WINTON LAND LIMITED
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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'S 2026 2025 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 2026 WINTON LAND LIMITED | 35
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5. Investment properties ALL VALUES IN $000'S NOTE 2026 2025 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'S 20262026 20252025 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'S 20262026 20252025 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: $22,046,000). Notes to the Consolidated Financial Statements For the year ended 30 June 2026 ANNUAL REPORT 2026 36 | WINTON LAND LIMITED
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5. Investment properties (Continued) Key estimates and assumptions The Board determined that independent valuations of the investment property portfolio where the fair value can be reliably measured should be undertaken at 30 June 2026 in order to ensure that investment properties are held at fair value. The Board determined that full valuations were appropriate for Northbrook Wānaka Stage 1, Wellness Building and land, Northbrook Wynyard land, Northbrook Avon Loop land, Northbrook Launch Bay land, Lakeside Commercial, Goodfellows Te Kauwhata and Cracker Bay and these were performed by Jones Lang LaSalle, Seagars and Bayleys. As part of the valuation process, the Group’s management verifies all major inputs to the independent valuation reports, assesses movements in individual property values and holds discussions with the independent valuer. The fair value was determined using Level 3 valuation techniques via a combination of the following approaches: • Sales c omparison: the key assumptions being land value per square metre. • Dir ect capitalisation: the property rental is divided by a market derived capitalisation rate to assess the market value of the asset. Further adjustments are then made to the market value to reflect under or over renting, additional revenue and required capital e xpenditure. Below are the significant inputs used in the valuations, together with the impact on the fair value of a change in the inputs: MEASUREMENT SENSITIVITY RANGE OF SIGNIFICANT UNOBSERVABLE INPUTS INCREA SE IN INPUT DECREASE IN INPUT Land value ($ per square metre)1 183 13,007 Increase Decrease Market capitalisation rate (%)2 8.13% 10.13% Decrease Increase Market rental ($ per square metre)3 80 870 Increase Decrease 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'S LAND 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'S MARKET RENT MARKET 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 2026 WINTON LAND LIMITED | 37
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6. Property, plant and equipment ALL VALUES IN $000'S WORK IN PROGRESS LAND BUILDINGS FURNITURE, FIXTURES AND FITTINGS MOTOR VEHICLES PLANT AND EQUIPMENT TOTAL 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% – 6 7% (2025: 2% – 67%) • Furnitur e, fixtures and fittings 2% – 6 7% (2025: 2% – 67%) • Mot or Vehicles 10% – 6 7% (2025: 10% – 67%) • Plant and equipment 10% – 6 7% (2025: 10% – 67%) Notes to the Consolidated Financial Statements For the year ended 30 June 2026 ANNUAL REPORT 2026 38 | WINTON LAND LIMITED
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7. Borrowings (i) Net borrowings ALL VALUES IN $000’S 2026 2025 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’S 2026 2025 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 2026 WINTON LAND LIMITED | 39
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8. Residents’ loans ALL VALUES IN $000’S 2026 2025 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 2026 2025 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. 2026 2025 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 2026 2025 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 2026 40 | WINTON LAND LIMITED
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10. Other (Continued) 10.2. Administrative expenses ALL VALUES IN $000'S 2026 2025 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. T he 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'S 2026 2025 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 2026 WINTON LAND LIMITED | 41
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10. Other (Continued) 10.3. Taxation (Continued) (ii) Deferred taxation ALL VALUES IN $000'S 2024 AS AT 20 25 RECOGNISED IN PROFIT 20 25 AS AT 20 26 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 2026 42 | WINTON LAND LIMITED
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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’S 2026 2025 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'S 2026 2025 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 2026 WINTON LAND LIMITED | 43
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10. Other (Continued) 10.6. Intangible assets ALL VALUES IN $000'S 2026 2025 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'S 2026 2025 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'S 2026 2025 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 2026 44 | WINTON LAND LIMITED
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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'S 2026 2025 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. C omprises 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 2026 WINTON LAND LIMITED | 45
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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. 2026 2025 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 AMOUNT 0 - 1 YEAR 1 - 2 YEARS 2 - 5 YEARS > 5 YEARS TOT 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 2026 46 | WINTON LAND LIMITED
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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'S 2026 2025 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'S 2026 2025 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 2026 WINTON LAND LIMITED | 47
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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 CONDITIONS CONTRACTUAL LIFE OF OPTIONS On 17 December 2021 1,680 4 years of service from grant date 5 years of service from grant date On 17 December 2021 1,680 7 years of service from grant date 8 years of service from grant date On 17 December 2021 6,825 10 years of service from grant date 11 years of service from grant date On 4 June 2024 9 4 years of service from grant date 5 years of service from grant date On 4 June 2024 9 7 years of service from grant date 8 years of service from grant date On 4 June 2024 9 10 years of service from grant date 11 years of service from grant date On 5 July 2025 40 4 years of service from grant date 5 years of service from grant date On 5 July 2025 40 7 years of service from grant date 8 years of service from grant date On 5 July 2025 40 10 years of service from grant date 11 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) 2026 2025 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 2026 48 | WINTON LAND LIMITED
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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: - A yrburn Management Limited (incorporated 18 August 2025) - A yrburn Precinct Limited - A yrburn Wines Limited - A yrburn Wines Online Limited - Beaches De velopments Limited - Bridesdale F arm Developments Limited - Cr acker Bay Holdings Limited - Cr acker Bay Hospitality Limited (inc orporated 2 October 2025) - Cr acker Bay Operating Limited - CB Holdc o Limited - Fr ancis 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. - Goodf ellows Te Kauwhata Limited - Lak eside Commercial Limited - Lak eside Developments 2017 Limited - Marlbor ough Precinct Holdings Limited - Marlbor ough Precinct Residential Limited - Northbr ook Arrowtown Limited - Northbr ook Avon Loop Limited - Northbr ook Launch Bay Limited - Northbr ook Retirement Villages Limited - Northbr ook Wanaka Limited - Northbr ook Wynyard Limited - Northlak e Investments Limited - Northlak e Residential Limited - Sunfield C onstruction Limited - Sunfield De velopments Limited - Sunfield R esidential Limited - W aterfall Park Developments Limited - W inton Capital Limited - W inton Design Review Limited - W inton Group Holdings Limited - W inton Partners Bellbird Pty Limited - W inton Property Investments Limited ANNUAL REPORT 2026 WINTON LAND LIMITED | 49
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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'S 2026 2025 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 2026 50 | WINTON LAND LIMITED
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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. PPrrooppeerr ttyy 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 2026 WINTON LAND LIMITED | 51
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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. PPrrooppeerr ttyy 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 2026 52 | WINTON LAND LIMITED
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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. PPrrooppeerr ttyy 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 2026 WINTON LAND LIMITED | 53
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CORPORATE GOVERNANCE 32 G ardens at Billy’s Restaurant, Ayrburn ANNUAL REPORT 2026 WINTON LAND LIMITED | 55
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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 2026 56 | WINTON LAND LIMITED
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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: DIRECTOR TYPE OF DIRECTORSHIP APPOINTMENT DATE CHRIS MEEHAN (CHAIR)1 Non-executive Director 19 June 2017 MICHAELA MEEHAN Non-executive Director 19 June 2017 JULIAN COOK Executive Director 13 September 2021 GLEN TUPUHI Independent Director 24 September 2021 JAMES KEMP Non-executive Director 21 February 2022 STEVEN JOYCE2 Independent Director 22 June 2023 GUY FERGUSSON Independent Director 24 November 2023 JOSH PHILLIPS (ALTERNATE FOR JAMES KEMP) Non-executive Director 08 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 2026 WINTON LAND LIMITED | 57
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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 / EXPERIENCE DESCRIPTION BOARD 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 SAFETY Experience 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. BOARD AUDIT AND FINANCIAL RISK NOMINA TION AND REMUNERATION DIRECTOR CHRIS MEEHAN (CHAIR) • 5 4 • 1 1 MICHAELA MEEHAN • 5 5 JULIAN COOK • 5 5 GLEN TUPUHI • 5 5 • 4 4 JAMES KEMP • 5 5 • 1 1 STEVEN JOYCE • 5 5 • 4 4 • 1 1 GUY FERGUSSON • 5 5 • 4 4 • 1 1 JOSH PHILLIPS (ALTERNATE FOR JAMES KEMP) • 5 4 Corporate Governance ANNUAL REPORT 2026 58 | WINTON LAND LIMITED
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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 2026 AS AT 30 JUNE 2025 POSITION Female Male Diverse Female Male Diverse DIRECTORS1 1 7 - 1 7 - SENIOR MANAGEMENT2 2 3 - 2 3 - EMPLOYEES1,2 159 175 1 122 139 1 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 2026 WINTON LAND LIMITED | 59
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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. DIRECTOR COMPANY / ORGANISATION POSITION 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 2026 60 | WINTON LAND LIMITED
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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 2026 WINTON LAND LIMITED | 61
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Corporate Governance 33 N orthbrook Wānaka, Wānaka ANNUAL REPORT 2026 62 | WINTON LAND LIMITED
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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: DIRECTOR NATURE OF RELEVANT INTEREST NO. OF SHARES CHRIS MEEHAN (CHAIR) Beneficial 163,329,448 MICHAELA MEEHAN Beneficial 163,329,448 JULIAN COOK Beneficial 1,286,339 GLEN TUPUHI Beneficial 12,870 GUY FERGUSSON Beneficial 81,088 STEVEN JOYCE Beneficial 8,345 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 2026 WINTON LAND LIMITED | 63
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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 RISK DESCRIPTION OF RISK KEY 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 2026 64 | WINTON LAND LIMITED
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Principal Business Risks and Key Strategies to Mitigate continued AREA OF RISK DESCRIPTION OF RISK KEY 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 2026 WINTON LAND LIMITED | 65
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Principal Business Risks and Key Strategies to Mitigate continued AREA OF RISK DESCRIPTION OF RISK KEY 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 2026 66 | WINTON LAND LIMITED
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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 2026 WINTON LAND LIMITED | 67
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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 2026 68 | WINTON LAND LIMITED
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Remuneration Report 1. R emuneration 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. R emuneration Policy The Board supports a remuneration strategy that is competitive in the market, taking into account the complexity of the business itself, and also having regard to the scale of, and high performance expected within, each role. The Nomination and Remuneration Committee Charter governs the responsibilities and process by which the N&R Committee carries out its functions. The N&R Committee is to consider benchmark executive remuneration data as appropriate, with remuneration of the CEO and other members of the senior management team to include a mix of fixed and variable components, always having regard to alignment of shareholder interests. Together with the fixed base salary (including any KiwiSaver contributions, carparking, etc.), remuneration also comprises variable components such as discretionary bonuses, and eligibility for long term incentive plans (described in more detail in section 3 of this Remuneration Report). 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 2026 WINTON LAND LIMITED | 69
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Remuneration Report 4 CEO R emuneration 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 REMUNERATION1 NUMBER OF EMPLOYEES2 $110,001 to $120,000 1 $130,001 to $140,000 2 $150,001 to $160,000 2 $210,001 to $220,000 2 $220,001 to $230,000 2 $230,001 to $240,000 1 $250,001 to $260,000 1 $260,001 to $270,000 1 $270,001 to $280,000 1 $280,001 to $290,000 1 $320,001 to $330,000 1 $350,001 to $360,000 1 $360,001 to $370,000 1 $370,001 to $380,000 1 $430,001 to $440,000 1 $530,001 to $540,000 1 1. Remuneration does not include the grant of any options under the Winton ESOP or Senior LTI Plan, with such remuneration to be captured on vesting. 2. Chris Meehan (as CEO 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 2026 70 | WINTON LAND LIMITED
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6. Dir ectors’ 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: DIRECTOR ROLE DIRECTOR 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 2026 WINTON LAND LIMITED | 71
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INVESTOR STATISTICS 20 Largest Registered Shareholders as at 30 June 2026 RANK HOLDER NAME NO. OF SHARES % OF SHARES 1. Korama Limited 163,329,448 55.06 2. Perpetual Corporate Trust Limited1 66,284,251 22.35 3. JWAJ Limited 20,972,418 7.07 4. Wanaka Partners, LLC 10,002,313 3.37 5. 0to60 Nominee Limited 5,145,356 1.73 6. Mirrabooka Investments Limited 4,129,464 1.39 7. Peter Karl Christopher Huljich & John Hamish Bonshaw Irving 3,731,911 1.26 8. Christopher Peter Huljich & Constance Maria Huljich & Elizabeth Ferguson Anne 2,967,294 1.00 9. Accident Compensation Corporation2 2,129,827 0.72 10. HWM (NZ) Holdings Limited 2,091,025 0.70 11. Kiowa 2018 Corporate Trustee Company Limited 1,286,339 0.43 11. Motutapu Investments Limited 1,286,339 0.43 12. Forsyth Barr Custodians Limited 913,493 0.31 13. Jason Timothy Kilgour & Vaughan Charles Atkin 711,405 0.24 14. Public Trust2 548,071 0.18 15. Forsyth Barr Custodians Limited 521,160 0.18 16. Joseph Davenport & Shelley Davenport 514,535 0.17 16. Colin Ian Crombie & Heather Joy Hallam 514,535 0.17 17. FNZ Custodians Limited 447,997 0.15 18. Leveraged Equities Finance Limited 442,700 0.15 19. Custodial Services Limited 416,648 0.14 20. Evenhall Pty Limited 385,901 0.13 20. Denwol Merchant Finance Corporation Pty Limited 385,901 0.13 TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS 289,158,331 97.46 BALANCE OF SHARES 7,455,405 2.54 TOTAL OF ISSUED SHARES 296,613,736 100.00 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 2026 72 | WINTON LAND LIMITED
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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 SHARES NUMBER OF SHAREHOLDERS SHAREHOLDERS % NUMBER OF SHARES SHARE % 1 TO 1,000 112 23.29 53,001 0.02 1,001 TO 5,000 156 32.43 426,490 0.14 5,001 TO 10,000 70 14.55 533,608 0.18 10,001 TO 50,000 82 17.05 1,859,883 0.63 50,001 TO 100,000 20 4.16 1,288,850 0.43 100,001 AND OVER 41 8.52 292,451,904 98.60 TOTAL 481 100.00 296,613,736 100.00 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 SHARES NUMBER OF SHAREHOLDERS SHAREHOLDERS % NUMBER OF SHARES SHARE % AUCKLAND & NORTHERN REGION 164 34.10 199,672,383 67.32 WELLINGTON & CENTRAL DISTRICTS 63 13.10 3,936,248 1.33 NELSON, MARLBOROUGH & CHRISTCHURCH 46 9.56 304,012 0.10 DUNEDIN & SOUTHLAND 58 12.06 2,038,490 0.69 HAMILTON & SURROUNDING DISTRICTS 62 12.89 1,318,762 0.44 OVERSEAS 88 18.29 89,343,841 30.12 TOTAL 481 100.00 296,613,736 100.00 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 HOLDER NUMBER OF SHARES WHEN NOTICE WAS FILED % OF SHARES HELD AT DATE OF NOTICE KORAMA LIMITED 163,329,448 55.06 TC AKARUA SUB TRUST 66,284,251 22.35 JWAJ LIMITED 20,972,418 7.07 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 2026 WINTON LAND LIMITED | 73
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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 2026 74 | WINTON LAND LIMITED
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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 2026 WINTON LAND LIMITED | 75
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34 N orthbrook Wānaka, Northlake BC B ravo, Cracker Bay ANNUAL REPORT 2026 WINTON LAND LIMITED | 77