ASX Pre-Quotation Disclosure

Listing Change17 December 2021WINReal Estate

View on NZX PDF 1 PDF 2 PDF 3 PDF 4 PDF 5 PDF 6 PDF 7 PDF 8 PDF 9 PDF 10 PDF 11 PDF 12

Page 1
3464-6770-2551, v. 1
WINTON LAND LIMITED
INITIAL PUBLIC OFFER
1 DECEMBER 2021
ADDITIONAL INFORMATION FOR AUSTRALIAN INVESTORS
Important Notice
This document contains additional information for eligible Australian investors (as defined below)
(Additional Australian Information), and accompanies the attached New Zealand product disclosure
statement (including the additional information on the New Zealand disclose register available at
https://disclose-register.companiesoffice.govt.nz/) (New Zealand PDS) for the invitation to apply for fully
paid ordinary shares (Shares) in Winton Land Limited (Winton), a company incorporated in New
Zealand with Company Number 6310507 in connection with its initial public offer of Shares (Offer).
Unless otherwise defined, capitalised terms in this Additional Australian Information have the same
meaning as in the Glossary section of the New Zealand PDS.
1 Offer in Australia
The Offer may be made in Australia to selected institutional investors (Australian Institutional
Investors) who are sophisticated investors or professional investors within the meaning of
sections 708(8) and 708(11) respectively of the Corporations Act 2001 (Cth) (Corporations
Act). In addition, certain Australian investors may be invited to participate in the Chairman’s
List Offer.
No general public offer is being made in Australia. Australian residents who are not Australian
Institutional Investors or invited to participate in the Chairman’s List Offer will not be eligible to
apply for Shares.
If made, the institutional offer in Australia consists of an invitation to Australian Institutional
Investors to bid for Shares and the Chairman’s List Offer consists of an invitation to select
Australian investors to apply for Shares. For further details, refer to the Terms of the Offer
section of the New Zealand PDS.
2 New Zealand PDS
The Offer will be made pursuant to the final New Zealand PDS lodged on 1 December 2021.
Australian Institutional Investors may participate in the Offer by way of bidding for Shares and,
following confirmation of their allocation of Shares, the Shares will be issued to, and acquired
by, Australian Institutional Investors pursuant to the New Zealand PDS. In addition, certain
Australian investors may participate in the Chairman’s List Offer by invitation only. The New
Zealand PDS will be lodged with ASIC in reliance on the trans-Tasman mutual recognition
scheme under Chapter 8 of the Corporations Act and the Corporations Regulations 2001 (Cth)
(Corporations Regulations).
This Additional Australian Information contains disclosures relevant to Australian Institutional
Investors and is required in part in order to comply with the requirements for a “recognised offer”
under Chapter 8 of the Corporations Act and the Corporations Regulations and the requirements
of the ASX Listing Rules.
The New Zealand PDS has been prepared to comply with New Zealand regulatory
requirements, which differ in some respects from Australian regulatory requirements for an offer
of the Shares. The New Zealand PDS and this Additional Australian Information are not, and do
not purport to be, a prospectus or document containing disclosure to investors for the purposes
of, and do not contain all information that would be required for a prospectus or disclosure
document under, Part 6D.2 or Part 7.9 of the Corporations Act.
If you are in Australia, you may obtain a copy of the final New Zealand PDS by contacting
Winton.

Page 2
3464-6770-2551, v. 1
3 Important information for all Australian investors
The following statements are required to be included in this document by Chapter 8 of the
Corporations Act and the Corporations Regulations.
This Offer to Australian investors is a recognised offer made under Australian and New Zealand
law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations. In
New Zealand, this is Subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 of New
Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand.
This Offer and the content of the offer document (the New Zealand PDS) are principally
governed by New Zealand, rather than Australian, law. In the main, the Financial Markets
Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New
Zealand set out how the Offer must be made.
There are differences in how securities and financial products are regulated under New Zealand,
as opposed to Australian, law. For example, the disclosure of fees for managed investment
schemes is different under New Zealand law.
The rights, remedies and compensation arrangements available to Australian investors in New
Zealand securities and financial products may differ from the rights, remedies and compensation
arrangements for Australian securities and financial products.
Both the Australian and New Zealand securities regulators have enforcement responsibilities in
relation to this Offer. If you need to make a complaint about this Offer, please contact the
Australian Securities and Investments Commission (ASIC). The Australian and New Zealand
regulators will work together to settle your complaint.
The taxation treatment of New Zealand securities and financial products is not the same as that
for Australian securities and products.
If you are uncertain about whether this investment is appropriate for you, you should seek the
advice of an appropriately qualified financial advisor.
The Offer may involve a currency exchange risk. The currency for the security or financial
product is in dollars that are not Australian dollars. The value of the security or financial product
will go up and down according to changes in the exchange rate between those dollars and
Australian dollars. These changes may be significant.
If you receive any payments in relation to the security or financial product that are not in
Australian dollars, you may incur significant fees in having the funds credited to a bank account
in Australia in Australian dollars.
If the security or financial product is able to be traded on a financial market and you wish to
trade the security or financial product through that market, you will have to make arrangements
for a participant in that market to sell the security or financial product on your behalf. If the
financial market is a foreign market that is not licensed in Australia (such as a securities market
operated by NZX Limited (NZX)) the way in which the market operates, the regulation of
participants in that market and the information available to you about the security or financial
product and trading may differ from Australian licensed markets.
4 Lodgement with the Australian Securities and Investments Commission
The final New Zealand PDS (accompanied by this Additional Australian Information) was lodged
with ASIC on 1 December 2021. ASIC accepts no responsibility for the contents of the New
Zealand PDS and this Additional Australian Information, or the merits of the investment to which
the New Zealand PDS and this Additional Australian Information relate.
5 NZX and ASX listings
Application has been made to NZX for permission to quote the Shares on the NZX Main Board.
All the requirements of NZX relating to the proposed quotation that can be complied with on or

Page 3
3464-6770-2551, v. 1
before the date of this Additional Australian Information have been duly complied with. However,
NZX accepts no responsibility for any statement in this Additional Australian Information. The
NZX Main Board is a licensed market operated by NZX, which is a licensed market operator,
regulated under the Financial Markets Conduct Act 2013 of New Zealand. Winton’s NZX code
is “WIN”. Once the Shares are quoted on NZX, the NZX Listing Rules will apply to Winton
(subject to any waivers or rulings given from time to time by NZX).
[Application will also be made to the Australian Securities Exchange (ASX) operated by ASX
Limited to admit Winton to the official list of ASX (ASX Official List) as a foreign exempt listing
and to quote the Shares on ASX. Winton’s ASX code will, if quoted, be “WTN”. If Winton is
admitted to the ASX Official List as a foreign exempt listing, it will still need to comply with the
NZX Listing Rules (other than as waived by NZX), but will not need to comply with the vast
majority of the ASX Listing Rule obligations. Rather, Winton will need to comply only with the
rules specified in ASX Listing Rule 1.15 which are relatively procedural in nature. Winton will
not be subject to substantive ASX Listing Rule requirements such as the rules on continuous
disclosure, periodic reporting, shareholder approval of share issuances, escrow, transactions
with persons of influence and significant transactions.]
[ASX takes no responsibility for the contents of the New Zealand PDS or the Additional
Australian Information or for the merits of the investment to which the New Zealand PDS and
the Additional Australian Information relate. Admission of Winton to the ASX Official List and
quotation of the Shares on ASX are not guaranteed and the fact that ASX may admit Winton to
the ASX Official List and quote the Shares on ASX is not to be taken as an indication of the
merits, or as an endorsement by ASX, of Winton or the Shares. The ASX is not a licenced
market under the FMCA.]
Failure to achieve admission of Winton to the ASX Official List will not, of itself, prevent
the issue by Winton of Shares under the Offer from proceeding.
6 Continuous disclosure
As noted above, if Winton is admitted to the ASX Official List as a foreign exempt listing it will
not be required to comply with the continuous disclosure provisions of the ASX Listing Rules.
Accordingly, Winton will only need to comply with the continuous disclosure rules of the NZX
Listing Rules (including as modified by any waivers or rulings applicable to Winton or the
Shares). Broadly, the NZX Listing Rules require that Winton immediately release to NZX any
material information (being information that a reasonable person would expect, if it were
generally available to the market, to have a material effect on the price of Winton’s securities
and is information that relates to Winton or its securities) that it is aware of. There are exceptions
to the requirement to disclose certain information. However, for the exceptions to apply the
information must be confidential and confidentiality must be maintained. There are a number of
other requirements that also must be met for the exceptions to apply.
All information provided to NZX and ASX in accordance with the NZX Listing Rules and the ASX
Listing Rules will be available on the NZX and ASX websites and on Winton’s website at
www.winton.nz.
For more information in relation to Winton’s continuous disclosure policy, refer to Winton
continuous disclosure policy which will be available on Winton’s website following listing.
7 Risks
You should refer to the information set out in section 8 (Risks to Winton’s business and plans)
of the New Zealand PDS. That section describes the circumstances that Winton is aware of that
exist or are likely to arise that significantly increase the risk to Winton’s financial position,
financial performance or stated plans. Section 8 of the New Zealand PDS outlines Winton’s
assessment of the likelihood, nature and potential magnitude of the impact of the circumstances.
The risks are based on the knowledge and assessment of the Board as at the date of the New
Zealand PDS and it is possible that the importance of each risk may change or other risks may
emerge over time.

Page 4
3464-6770-2551, v. 1
In addition to the risks set out in Section 8 of the New Zealand PDS, there are other risks that
are common to all investments in shares and other securities generally or that are specific to an
investment in the Shares.
Set out below are certain risks that are specific to Australian investors. The risks described
below do not purport to be a comprehensive statement of the risks associated with investing in
the Shares. These risks should be read in conjunction with the risks set out in Section 8 of the
New Zealand PDS.
Liquidity and realisation risk
There can be no assurance that an active trading market in the Shares will develop or that the
price of the Shares to be issued will increase. The risk may be increased if you wish to trade
your Shares on ASX. As it is expected that the Shares will predominantly be traded on the NZX
Main Board, the volume of Shares traded on ASX may be lower.
Foreign exchange risk on dividend payments
Dividends are made at the discretion of Winton’s board of directors, and depend on Winton’s
financial performance. The payment of dividends is not guaranteed, and Winton’s dividend
policy may change over time. In declaring dividends, Winton must comply with the solvency test
under the Companies Act and the covenants in its banking facilities.
Winton’s dividend policy is to target a dividend payout ratio of between 20% to 40% of net profit
after tax (NPAT) for a financial year, taking into account the operating cashflow, future capital
requirements and an aim to provide stability of dividend income. For FY22F Winton is targeting
a dividend of NZ$3.0 million and dividends totalling NZ$19.8 million in FY23F. Dividends will be
imputed to the extent possible, and are expected to be fully imputed in FY22F and FY23F.
If Winton pays dividends, it will pay dividends in New Zealand dollars. You may be exposed to
foreign exchange risk in the conversion of dividends to Australian dollars and may incur fees in
having the funds credited to a bank account in Australia in Australian dollars.
8 Selling restrictions
Neither the New Zealand PDS nor this Additional Australian Information constitute an offer for
the issue or sale of Shares or an invitation in any place in which, or to any person to whom, it
would be unlawful to make such an offer or invitation. Refer to the information under the heading
“Selling restrictions and further information” in section 5 (Terms of the Offer) of the New Zealand
PDS and the document entitled “Other Material Information” on the Offer Register.
Each successful bidder under the Australian Institutional Offer will be required to make certain
representations, warranties and covenants set out in the confirmation of allocation letter
distributed to it in connection with their ability to legally participate in the Offer in accordance
with the laws of their jurisdiction.
9 This Additional Australian Information does not constitute investment advice. You
should seek your own financial advice.
The information provided in the New Zealand PDS and this Additional Australian Information is
not financial product advice and has been prepared without taking into account the investment
objectives, financial circumstances or particular needs of any investor.
Investors should read the whole of the New Zealand PDS and this Additional Australian
Information and consider all of the risk factors that could affect the performance of Winton and
other information concerning the Shares in light of their own particular investment objectives,
financial circumstances and particular needs (including financial and taxation issues) before
deciding whether to invest in the Shares.

Page 5
3464-6770-2551, v. 1
10 CHESS and issuer sponsored subregisters
In conjunction with its application to be admitted to the ASX Official List, Winton will apply to
participate in Clearing House Electronic Subregister System (CHESS) in accordance with the
ASX Settlement Operating Rules. CHESS is an automated transfer and settlement system for
transactions in securities quoted on ASX under which transfers are effected in an electronic (i.e.
paperless) form.
Holdings of Shares in Australia will be registered in one of two subregisters, an electronic
CHESS subregister or an issuer sponsored subregister. The Shares of an investor who is a
participant in CHESS or a person sponsored by a participant in CHESS will be registered on the
CHESS subregister. All other Shares held in Australia will be registered on the issuer-sponsored
subregister.
11 Trading in Shares on ASX
Notifications to successful Applicants of their allotments under the Offer are expected to be
issued within five days of the allotment date (with the allotment date expected to be on or around
17 December 2021).
Following allotment of the Shares, shareholders on the Australian share register will be sent a
separate initial statement of holding for each holding of Shares that provides details of:
1. the holder’s Holder Identification Number (HIN) (for CHESS holders) or a Shareholder
Reference Number (SRN) for issuer-sponsored holders; and
2. the number of Shares that have been allocated.
Shareholders will subsequently receive from time to time updated statements showing any
changes to their shareholding in Winton.
Initial quotation and trading of the Shares on the NZX Main Board and ASX is expected to occur
on or around 17 December 2021.
The bids in the Australian Institutional Offer will be conditional on NZX agreeing to quote the
Shares of Winton. However, failure to achieve admission to the ASX Official List will not, of itself,
prevent the issue or sale of Shares under the Offer from proceeding.
Applicants under the Australian Institutional Offer trade any Shares at their own risk until they
know whether, and how many, Shares have been allocated to them. None of NZX, ASX, Winton,
the Share Registrar, any other person named in the New Zealand PDS, nor any of their
respective directors, officers, employees or advisers accepts any liability or responsibility should
any person attempt to sell or otherwise deal in Shares before statements confirming the
allotment of Shares are received by the successful Applicants under the Australian Institutional
Offer.
12 Applicable law
Winton as a New Zealand company
Winton is a company incorporated in New Zealand and is principally governed by New Zealand
law, rather than Australian law. Winton is registered with ASIC as a foreign company with
Australian Registered Body Number 655 601 568. Its general corporate activities (apart from
any offering of securities in Australia) are not regulated by the Corporations Act or by ASIC but
instead are regulated in New Zealand by the Companies Act 1993 (New Zealand) (Companies
Act) and the Financial Markets Authority and Companies Office.
Set out below is a table summarising key features of the laws that apply to Winton as a New
Zealand company (under New Zealand law, including as modified by exemptions or waivers)
compared with the laws that apply to Australian publicly-listed companies generally. It is
important to note that this summary does not purport to be a complete review of all matters of
New Zealand law applicable to Winton or all matters of Australian law applicable to Australian

Page 6
3464-6770-2551, v. 1
publicly-listed companies or to highlight all provisions that may differ from the equivalent
provisions in Australia.
Table: Comparison of laws governing Winton as a New Zealand publicly-listed company with
laws governing Australian publicly-listed companies generally
Unless otherwise stated, the Corporations Act provisions do not apply to Winton as a foreign company
and the vast majority of the ASX Listing Rule requirements do not apply to Winton given that it is
proposing to be admitted to the ASX Official List as a foreign exempt listing.
NEW ZEALAND AUSTRALIA
Transactions
that require
shareholder
approval
Under the Companies Act, the principal
transactions or actions requiring shareholder
approval include:
• adopting or altering the constitution of
the company;
• appointing or removing a director or
auditor;
• major transactions (being transactions
involving the acquisition or disposition of
assets, the acquisition of rights or
interests or the incurring of obligations or
liabilities, the value of which is more than
half the value of the company’s total
assets);
• amalgamations (other than between the
company and its wholly-owned
subsidiaries);
• putting the company into liquidation; and
• changes to the rights attached to shares.
In addition to the Companies Act
requirements listed above, shareholder
approval is required under the NZX Listing
Rules for:
• director remuneration;
• certain transactions with related parties;
• certain issues of shares; and
• in certain circumstances, the provision
of financial assistance for the purpose
of, or in connection with, the acquisition
of shares.
Under the Corporations Act, the principal
transactions or actions requiring shareholder
approval are generally comparable to those
under the Companies Act. Shareholder
approval is also required for certain
transactions affecting share capital (e.g.
share buybacks and share capital
reductions).
Although there is no shareholder approval
requirement for major transactions, certain
related party transactions require
shareholder approval.
Shareholder approval is required under the
ASX Listing Rules for:
• directors’ termination benefits in certain
circumstances;
• certain transactions with related parties;
• certain issues of shares; and
• if a company proposes to make a
significant change to the nature or scale
of its activities or proposes to dispose of
its main undertaking.

Shareholders’
right to request
or requisition a
general
meeting

A special meeting of shareholders must be
called by the board on the written request of
shareholders holding shares carrying
together not less than 5% of the voting
rights entitled to be exercised on the issue.
The Corporations Act contains a
comparable right.
Shareholders with at least 5% of the votes
that may be cast at the general meeting
may also call and arrange to hold a general
meeting at their own expense.
Shareholders’
right to appoint
proxies to
attend and vote
at meetings on
their behalf

A shareholder may exercise the right to vote
at a meeting either by being present in
person or by proxy. A proxy is entitled to
attend and be heard, and to vote, at a
meeting of shareholders as if the proxy
were the shareholder.
A proxy must be appointed by notice in
writing signed by or, in the case of an
electronic notice, sent by the shareholder to
the company. The notice of appointment
must state whether the appointment is for a
particular meeting or a specified term.
The position is comparable under the
Corporations Act.
To be effective, the proxy appointment (and
any authority under which the appointment
is made) must be given to the company at
least 48 hours before the meeting.

Page 7
3464-6770-2551, v. 1
NEW ZEALAND AUSTRALIA
Changes in the
rights
attaching to
shares

A company must not take action that affects
the rights attached to shares unless that
action has been approved by a special
resolution of each affected interest group.
(An “Interest group” in relation to an action
or proposal affecting the rights attached to
shares means a group of shareholders
whose affected rights are identical and
whose rights are affected by the action or
proposal in the same way and who
comprise the holders of one or more
classes of shares in the company).
The Corporations Act allows a company to
set out in its constitution the procedure for
varying or cancelling rights attached to
shares in a class of shares.
If a company does not have a constitution,
or has a constitution that does not set out a
procedure, the rights may only be varied or
cancelled by:
• a special resolution passed at a
meeting for a company with a share
capital of the class of members holding
shares in the class; or
• a written consent of members who hold
at least 75% of the votes in the class.
Shareholder
protections
against
oppressive
conduct

A shareholder or former shareholder of a
company (or any other entitled person) who
considers that the affairs of a company have
been (or are being, or are likely to be)
conducted in a manner that is (or any act or
acts of the company have been, or are, or
are likely to be) oppressive, unfairly
discriminatory, or unfairly prejudicial to him
or her in any capacity may apply to the court
for relief.
The court may, if it thinks it is just and
equitable to do so, make such orders as it
thinks fit.
Under the Corporations Act, shareholders
have statutory remedies for conduct that is:
• contrary to the interests of the
members as a whole; or
• oppressive to, unfairly prejudicial to, or
unfairly discriminatory against, a
member or members in that capacity or
in any other capacity.
The court can make any order as it
considers appropriate.
Shareholders’
rights to bring
or intervene in
legal
proceedings on
behalf of the
company

A court may, on the application of a
shareholder or director of a company, grant
leave to that shareholder or director to bring
proceedings in the name and on behalf of
the company or any related company, or
intervene in proceedings to which the
company or any related company is a party,
for the purpose of continuing, defending or
discontinuing the proceedings on behalf of
the company or related company. Leave
may only be granted if the court is satisfied
that either the company or related company
does not intend to bring, diligently continue
or defend, or discontinue the proceedings,
or it is in the interests of the company or
related company that the conduct of the
proceedings should not be left to the
directors or to the determination of the
shareholders as a whole.
No proceedings brought by a shareholder or
a director or in which a shareholder or a
director intervenes with leave of the court
(as described above) may be settled or
compromised or discontinued without the
approval of the court.
The Corporations Act permits certain
persons to apply to the court for leave to
bring proceedings on behalf of the
company, or to intervene in, proceedings to
which the company is a party for the
purpose of taking responsibility on behalf of
the company for those proceedings, or for a
particular step in those proceedings.
Those who may apply are members, former
members, persons entitled to be registered
as members of the company or a related
body corporate, officers and former officers
of the company.
The court must grant the application if it is
satisfied that:
• it is probable that the company will not
itself bring the proceedings, or properly
take responsibility for them, or for the
steps in them;
• the applicant is acting in good faith;
• it is in the best interests of the company
that the applicant be granted leave;
• if the applicant is applying for leave to
bring proceedings, there is a serious
question to be tried; and
• either at least 14 days before making
the application, the applicant gave
written notice to the company of the
intention to apply for leave and of the
reasons for applying, or the court
considers it appropriate to grant leave.
Proceedings brought or intervened in with
leave must not be discontinued,
compromised or settled without the leave of
the court.

Page 8
3464-6770-2551, v. 1
NEW ZEALAND AUSTRALIA
“2 strikes” rule
in relation to
remuneration
reports

There is no equivalent of a “2 strikes” rule in
relation to remuneration reports in New
Zealand. New Zealand companies are not
required to publish remuneration reports so
shareholders necessarily cannot vote on
them.
There is, however, an obligation to state in
the company’s annual report, in respect of
each director or former director of the
company, the total of the remuneration and
the value of other benefits received by that
director or former director from the company
during the relevant accounting period and,
in respect of employees or former
employees of the company (not being
directors of the company) who received
remuneration and any other benefits in their
capacity as employees during the relevant
accounting period, the value of which was
or exceeded NZ$100,000 per annum, the
number of such employees, stated in
brackets of NZ$10,000.
The Corporations Act requires that a
company’s annual report must include a
report by the directors on the company’s
remuneration framework (called a
“remuneration report”).
For a listed company, a resolution must be
put to a shareholder vote at each annual
general meeting of the company’s
shareholders (AGM) that the remuneration
report be adopted. The result of that vote is
advisory only, however, if more than 25% of
shareholders vote against the adoption of
the remuneration report at 2 consecutive
AGMs (i.e. 2 strikes) an ordinary (50%)
resolution must be put to shareholders at
the second AGM proposing that a further
meeting be held within 90 days at which all
of the directors who were directors when the
second remuneration report was approved
must resign and stand for re-election
(except for the managing director who may
continue to hold office indefinitely in
accordance with the ASX Listing Rules).

Page 9
3464-6770-2551, v. 1
NEW ZEALAND AUSTRALIA
Related party
transactions
and interests
The company must comply with NZX Listing
Rule requirements in respect of related
party transactions, except to the extent this
obligation is modified by waivers or rulings
granted by NZX Regulation Limited in
respect of the company.
In particular, shareholder approval is
required for significant transactions between
a listed company and a “related party”. The
definition of related party catches a number
of persons, for example, a director of a
listed company, or the holder of a relevant
interest in 10% or more of a class of
securities of a listed company carrying
votes. A related party who is a direct party
to or a beneficiary of a material transaction
(and its associates) are prohibited from
voting in favour of a resolution to approve
that transaction.
The Financial Markets Conduct Act 2013
requires a director or officer of a listed
issuer who has a “relevant interest” in a
quoted financial product of the listed issuer
to give notice of this fact to NZX and to
disclose any such relevant interest in the
interests register of the listed issuer.
The Companies Act requires directors who
are “interested” in transactions or potential
transactions with the company to make
appropriate disclosure to the company.
Under a company’s constitution and the
NZX Listing Rules, interested directors will
generally not be permitted to vote on such
transactions.
Director remuneration requires approval of
shareholders under the NZX Listing Rules.
Certain share issues, redemptions and
buybacks, and certain “financial assistance”
in connection with the purchase of shares,
will also require shareholder approval if a
director (or an associated person of a
director) is party to that transaction.
Each New Zealand company is required to
keep an interests register, containing
particulars of certain director disclosure.
The company’s annual report must state
particulars of entries in the interests register
made during the accounting period.
Under the Corporations Act, public
companies must obtain shareholder
approval before giving a financial benefit to
a “related party” of the public company
unless an exemption applies. The
exemptions include where:
• the arrangement is on arm’s length
terms;
• the benefit is reasonable remuneration
paid to an officer or employee of the
company;
• the benefit is a reasonable indemnity or
insurance premium given to an officer
or employee of the company;
• the benefit is given to a “closely held
subsidiary”; or
• the benefit is given to all shareholders
and does not discriminate other
shareholders unfairly.
In addition, a company will be required to
comply with ASX Listing Rule requirements
in respect of related party transactions.
Unless an exception applies, shareholder
approval is required for:
• the acquisition of a substantial asset
from, or disposal of a substantial asset
to, among other persons, a related
party or a person who, together with
their associates, holds, or has held in
the six months before the relevant
transaction, 10%+ of the voting
securities;
• issuing or agreeing to issue securities
to related parties (including directors) or
a person who, together with their
associates, holds, or has held in the six
months before the relevant transaction,
a relevant interest in at least 30%+ the
voting securities, or a person who,
together with their associates, holds, or
has held in the six months before the
relevant transaction, a relevant interest
in at least 10%+ of the voting securities
and who has nominated a director to
the board of the entity;
• increasing the total remuneration pool
for directors;
• certain directors’ termination benefits;
and
• directors acquiring securities under an
employee incentive scheme.
The definition of related party includes,
among others, directors of the public
company, entities that control the public
company and directors of an entity that
controls the public company.
Under the ASX Listing Rules, a company is
also required to disclose the notifiable
interests of its directors at prescribed times
and any changes to those notifiable
interests.

Page 10
3464-6770-2551, v. 1
NEW ZEALAND AUSTRALIA
Disclosure of
substantial
holdings

The Financial Markets Conduct Act 2013
requires every person who is a “substantial
product holder” in a listed issuer to give
notice to that listed issuer and NZX that they
are a substantial security holder.
“Substantial product holder” means, in
relation to a listed issuer, a person who has
a relevant interest in 5% or more of a class
of quoted voting securities of that listed
issuer.
The substantial product holder has ongoing
disclosure requirements to notify the listed
issuer and NZX of certain changes in the
number of voting securities in which the
substantial product holder has a relevant
interest or if there is any change in the
nature of any relevant interest in the
relevant holding or where that person
ceases to be a substantial product holder.
The Corporations Act requires every person
who is a substantial holder to notify the
listed company and ASX that they are a
substantial holder and give prescribed
information in relation to their holding if:
• the person begins to have, or ceases to
have, a substantial holding in the
company;
• there is a movement of at least 1% in
their holding; or
• the person makes a takeover bid for
securities of the company.
A person has a substantial holding if the
total votes attached to voting shares in the
company in which they or their associates
have relevant interests is 5% or more of the
total number of votes attached to voting
shares in the company or the person has
made a takeover bid for voting shares in the
company and the bid period has started and
not yet ended.
These provisions do not apply to Winton as
an entity established outside Australia.
However, Winton will be obliged to release
to ASX any substantial holder notices that
are released to NZX.
How takeovers
are regulated
The New Zealand position under the
Takeovers Code and Financial Markets
Conduct Act 2013 is comparable to the
Australian position in relation to the
regulation of takeovers.
Substantial product holder notice
requirements apply to relevant interests in
5% or more of a company’s quoted voting
securities (as discussed above under the
heading “Disclosure of substantial
holdings”).
A 20% threshold applies (under which a
person is prevented from increasing the
percentage of voting rights held or
controlled by them in excess of that
threshold or from becoming the holder or
controller of an increased percentage of
voting rights if they already hold or control
more than 20% of the voting rights), subject
to certain “compliance options” (including
full and partial offers, 5% creep over 12
months in the 50% to 90% range, and
acquisitions with shareholder approval).
Compulsory acquisitions are permitted by
persons who hold or control 90% or more of
voting rights in a company.
The Corporations Act prohibits a person
from acquiring a relevant interest in issued
voting shares in a listed company if any
person’s voting power in the company will
increase from 20% or below to more than
20%, or from a starting point that is above
20% and below 90%.
Exceptions to the prohibition may apply
(e.g. acquisitions with shareholder approval,
3% creep over 6 months and rights issues
that satisfy prescribed conditions).
Substantial holder notice requirements
apply (as discussed above under the
heading “Disclosure of substantial
holdings”).
Compulsory acquisitions are permitted by
persons who hold 90% or more of securities
or voting rights in a company.
The New Zealand takeovers regime, not the
Australian takeovers regime, will apply to
Winton as a foreign company.

Page 11
3464-6770-2551, v. 1
NEW ZEALAND AUSTRALIA
Filing of
documents

Winton must prepare and file the following
documents with the Companies Office every
year:
• annual financial statements as an
FMC Reporting Entity under the
Financial Reporting Act 2013 and
Financial Markets Conduct Act
2013 (including the statement of
financial position, statement of
financial performance, statement of
cashflows, statement of
movements in equity, statement of
accounting policies, notes to the
accounts and an audit report); and
• an annual return required under
the Companies Act.
The Companies Office must also be notified
of certain changes (e.g. the appointment or
resignation of directors or changes to the
company’s constitution).
As a foreign registered company, Winton
has limited filing obligations in Australia. It
is required to file annual accounts with ASIC
(including the balance sheet, cash flow
statement and profit and loss statement for
the last financial year, as well as any other
documents required to be prepared under
New Zealand law). ASIC must also be
notified of certain changes (e.g. the
appointment or resignation of directors or
changes to the company’s constitution).

Requirement
for information
to be sent to
shareholders
Winton must send the following information
to its shareholders:
• annual reports (or a statement as
to how to obtain them, which need
only be sent to each shareholder
once);
• notices of meetings of
shareholders (including, where
applicable, such information as
necessary to enable shareholders
to appraise the implications of the
proposed resolutions);
• a disclosure document where the
board of the company proposes to
acquire or redeem shares in the
company or offer financial
assistance;
• where requested by a shareholder,
a statement that sets out the
information about the
shareholder’s shareholding and the
rights attached to that
shareholder’s shares; and
• information requested by a
shareholder or an explanation as
to why the company has refused to
provide the information.
The Corporations Act and the ASX Listing
Rules require a public company to send the
following information to its shareholders:
• financial statements (annual);
• directors’ report (annual);
• auditor’s report (annual);
• annual report, including
remuneration report and corporate
governance report;
• notices of meetings of
shareholders (which includes the
information prescribed by the
Corporations Act or the ASX
Listing Rules (as applicable); and
• offer documentation for certain
types of capital raising undertaken
by the company.
13 Details regarding financial information
The financial information provided in respect of Winton in the New Zealand PDS has been
prepared applying generally accepted accounting practice in New Zealand (NZ GAAP).
All ongoing financial information prepared by Winton and provided directly to Shareholders or
to NZX or ASX will be prepared in accordance with the requirements of NZ GAAP applicable at
that time, except as indicated in that ongoing financial information from time to time.
There may be some presentation, disclosure and classification differences between financial
information prepared in accordance with NZ GAAP and financial information prepared in
accordance with Australian generally accepted accounting principles (Australian GAAP) or
International Financial Reporting Standards (IFRS). For example, financial information prepared
in accordance with Australian GAAP might contain details of director remuneration that would

Page 12
3464-6770-2551, v. 1
not be required under NZ GAAP. None of these differences in presentation, disclosure or
classification would be expected to change the material financial results reported under NZ
GAAP.
Where financial information has not been prepared in accordance with NZ GAAP there may be
material differences between the financial information presented and financial information
prepared in accordance with Australian GAAP or IFRS.
14 Australian taxation
You should seek your own taxation advice on the implications of an investment in the Shares.
Australian tax implications for an investment in Winton may be different from the New Zealand
tax implications.
15 Privacy
If you apply for Shares, you will be asked to provide personal information to Winton, the Share
Registrar and their respective agents who will collect and hold the personal information provided
by you in connection with your Application at their respective addresses shown in Section 12
(Contact information) of the New Zealand PDS.
Personal information provided by you will be used for:
• the purposes of considering, processing and corresponding with you about your
Application; and
• managing and administering your holding of Shares, including sending you information
concerning Winton, your Shares and other matters Winton considers may be of interest
to you by virtue of your holding of Shares.
Australian law requires some of the information to be collected in connection with your
Application. To do these things, Winton or the Share Registrar may disclose your personal
information to their related companies, respective agents, contractors or third party service
providers to whom they outsource services such as mailing and registry functions. However, all
of these parties will be bound by their respective privacy policies. Winton or the Share Registrar
may also disclose your personal information to ASX, NZX or other regulatory authorities.
Failure to provide the required personal information may mean that your application is not able
to be processed efficiently, if at all.
If you become a Shareholder, your information may be used or disclosed from time to time to
facilitate corporate communications (including dividend payments) and for compliance by
Winton with legal and regulatory requirements. Under the Australian Privacy Act 1988 (Cth), you
may request access to your personal information held by (or on behalf of) Winton and the Share
Registrar. You can request access to your personal information by telephoning or writing to
Winton or the Share Registrar using the details shown in Section 12 (Contact information) of the
New Zealand PDS.
16 Enquiries and assistance
If you have any questions about the institutional offer in Australia, you should contact Winton.
If you do not understand any part of the New Zealand PDS or this Additional Australian
Information, or are in any doubt as to whether to invest in the Shares or not, it is recommended
that you seek professional guidance from your solicitor, accountant or other independent and
qualified professional adviser.

Date: 1 December 2021
This document gives you important information about this investment to help you decide whether you want to
invest. There is other useful information about this Offer on https://disclose-register.companiesoffice.govt.nz/.
Winton Land Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013.
You can also seek advice from a financial advice provider to help you to make an investment decision.
Initial public offering of ordinary shares in Winton Land Limited.
PRODUCT DISCLOSURE STATEMENT
Winton builds
neighbourhoods.

WINTON PRODUCT DISCLOSURE STATEMENT2
NORTHLAKE
WANAKA

WINTON PRODUCT DISCLOSURE STATEMENT3
What is this?
This is an Offer of ordinary shares in Winton Land Limited
(Winton). Ordinary shares give you a stake in the ownership
of Winton. You may receive a return if dividends are paid
or Winton increases in value and you are able to sell your
ordinary shares at a higher price than you paid for them.
If Winton runs into financial difficulties and is wound up, you

will be paid only after all creditors have been paid. You may
lose some or all of your investment.
About Winton
Winton is a residential land developer that specialises in
developing integrated and fully masterplanned
1
communities.
To date, Winton’s primary business has been developing and
selling ‘lots’ of residential land.
2
In some cases, Winton also
provides land and building packages, where Winton contracts
with specialist builders to provide a home on the land it is
selling. Similarly, where the market or site dictates, Winton
develops apartment buildings as part of its masterplanned
developments.
Winton has a national footprint in New Zealand, with six
masterplanned communities in the North Island and six in the
South Island. Winton also has one masterplanned community
in NSW, Australia, although once this development is
completed, Winton’s future focus expects to be solely on
development activity in New Zealand. The Australian project
is managed through Head Office with assistance from an
independent contractor Development Manager.
Winton is also actively expanding its product offering by
leveraging its land development expertise to expand into

the premium retirement and aged care sector.
A
cross Winton’s 13 masterplanned communities, we have
a portfolio of 29 projects, which are expected to yield a
combined total of 7,442 residential lots, dwellings, apartment
units, Retirement Village Units and commercial lots. As at
15 November 2021, $703 million of these properties have been
pr
e-sold. Of these pre-sales, $620 million are unconditional,
with approximately 54% (by value) sold to New Zealand
Government entities (Kāinga Ora and Ministry of Education).
Combined with the $32 million of properties settled between
1 July and 15 November 2021, the pre-sales represent over
78% of properties (by value) forecast to settle by June 2023.
Of the $83 million of conditional pre-sales, $66 million relates
t
o an option in place at our Lakeside development with a
New Zealand Government entity (Kāinga Ora).
1 A masterplanned community is a large scale residential development with recreational and commercial amenities which are planned and developed by a single developer.
2 Lots refers to a parcel of land within a Winton development.
3 No Shares are to be sold by existing shareholders as part of the Offer.
In 2018, Winton launched the retirement living brand,
Northbrook, to leverage our existing expertise and capability
in residential land acquisition and development to build and
operate a premium retirement living business. Winton is
assembling an experienced team to execute this strategy, led
by ex-Summerset Group CEO Julian Cook. Retirement village
developments will be constructed within Winton’s existing
and future masterplanned residential communities where
there is a market for a premium retirement village offering.
Winton believes its retirement and aged care offerings will be
perceived as premium due to their size, location, the standard
of high quality materials to be used throughout, the extensive
care options, activities and amenities to be available to
residents and the corresponding price. Winton is currently
developing five retirement village projects, with the first
retirement properties expected to be completed during 2024.
Purpose of this Offer
The primary purpose of this Offer is for Winton to raise
additional equity funding:
-

t
o accelerate our strategy to undertake large development
projects; and
- fund future land acquisitions and development costs.
As Winton expects to operate with a conservative capital
structure, using little to no debt, a further portion of proceeds
are also intended to be applied to repay a project finance
debt facility relating to the Lakeside development, expected
to be on or about June 2022. In addition, some of the
proceeds will be used to fund Offer costs.
As part of the Institutional Offer, TC Akarua Sub Trust has
received an allocation of 51,453,564 Shares under the Offer.
TC Akarua Sub Trust is a real estate vehicle managed by
Macquarie Asset Management, part of Macquarie Group.
You can find more information about the use of the proceeds
of the Offer in Section 3 (Purpose of the Offer).
3
SECTION 1:
Key information summary.

WINTON PRODUCT DISCLOSURE STATEMENT4
Key terms of the Offer
DESCRIPTION OF THE SHARES
Ordinary shares
ISSUE PRICE
$3.8870 per Share
OFFER OPENS
9 December 2021
OFFER CLOSES
12 December 2021
TOTAL NUMBER OF
SHARES BEING OFFERED
UNDER THE OFFER
64.3 million to 90.0 million
(being 23.7% to 30.4% of
the total Shares on issue
immediately following the
Offer)
4
LIABILITIES, FEES
AND CHARGES
If you sell your Shares, you
may be required to pay
brokerage or other sale
expenses. You may also be
liable for tax on the sale
of your Shares. You should
seek your own tax advice
in relation to your Shares.
These dates are indicative only and may change. Winton
reserves the right to vary or extend these dates and to
withdraw the Offer at any time before the date on which
Shares are first allotted. Winton may also accept late
Applications (either generally or in individual cases).
How you can get your money out
Winton intends to quote these Shares on the NZX Main
Board and on the ASX. This means you may be able to sell
them on the NZX Main Board or ASX if there are interested
buyers. You may get less than you invested.

The price will depend on the demand for the Shares.
LAKESIDE
TE KAUWHATA
4 The total number of Shares on issue immediately following the Offer is assumed to comprise the 64.3 million to 90.0 million Shares offered under the Offer plus 205.8
million Shares held by existing shareholders and not offered under the Offer and 0.75 million Shares offered concurrently with the Offer to selected employees Shares in
recognition of their past service to Winton.

WINTON PRODUCT DISCLOSURE STATEMENT5
Key drivers of returns
DRIVERS OF FINANCIAL PERFORMANCEKEY STRATEGIES AND PLANS
SALES VOLUME AND PRICING OF RESIDENTIAL LOTS
Winton’s core business is the development and sale
of residential lots. The quality of our product, sales
strategies and overall residential land demand drive
our sales volume and pricing for residential lots in
our development projects.
- Investment in high profile, distinctive marketing campaigns and
industry partnerships.
-

C
ontinued commitment to high product standards.
-
Development of showcase suites at Winton development sites to drive

product interest and consumer knowledge.
-

Ensur
e continued high levels of off the plan pre-sales to provide
financial certainty.
ACQUISITION OF PARCELS OF LAND FOR
DEVELOPMENT
Continuing to extend and expand Winton’s
development pipeline through the acquisition of land
for development is a key driver of revenue growth and
long-term profitability.
- Leveraging Winton’s existing real estate agent network as well as public and
private property networks to acquire attractive development opportunities.
- Driving Winton’s primary investment screening criteria, focusing on greenfield
sites that are in close proximity to a body of water, adjacent to a growth
centre, have existing transportation links, rezoning potential and suitability
for large scale masterplanned communities.
-
Mitigate risks by undertaking thorough evaluation processes including
masterplanning feasibility analysis, risk assessment and infrastructure
and services reviews.
RESIDENTIAL LAND DEVELOPMENT COST AND
TIMEFRAME
The cost and time to develop residential lots is a
key driver of profitability, and the timeframe which
Winton is able to do this in is a key driver of revenue.
- Target the acquisition of land which is not zoned for residential use and with
multi-purpose potential (e.g. residential, retirement, commercial), which
materially reduces the cost of land and Winton’s overall development cost.
- Continue to employ a highly skilled and capable team with extensive
experience in zoning, resource consenting, planning, and project management
to minimise potential project delays.
- Focus on Winton’s core business of residential land development, limiting
exposure to above ground construction risk.
- Maintain strict contractor selection criteria, with a focus on developing strong
working relationships across multiple developments.
-

C
ontinue optimisation of masterplan and design through development
staging to proactively manage for market demand, development requirements
and c
osts.
- Whether Winton is able to complete construction within budgeted timeframe
and cost will affect Winton’s financial performance.
DEMAND FOR PREMIUM RETIREMENT LIVING
Northbrook represents a premium retirement living
offering, and the sustained demand for a premium
product is a key driver of revenue.
- Develop a premium later living product accompanied by targeted marketing
to become a leader in the New Zealand premium retirement living sector.
-
Ensure retirement villages are purpose built to meet the needs of the premium
retirement village resident.
- Operate a continuum of care model, providing residents with the comfort that
they will be looked after through all stages of retirement.
-
Strategic location selection and development to best serve the premium
retirement village market.
RETIREMENT VILLAGE DEVELOPMENT COST
AND TIMEFRAME
Winton’s cost to develop Retirement Village Units is
a key driver of profitability, and the timeframe which
Winton is able to do this in is a key driver of revenue.
- Leverage and further develop Winton’s existing team of residential
development experts, experienced contractors and industry relationships
across residential land development in order to minimise development risk
and complete projects on time and within budget.
-
Apply Winton’s purchasing power and processes used for our core residential
land development business, refined for the specific requirements of retirement
village developments.

WINTON PRODUCT DISCLOSURE STATEMENT6
- Land Acquisition Risk – Winton’s continued growth is dependent on our ability to acquire attractive sites for the
development of new masterplanned communities. Winton competes with other acquirers of that land and may not
always be able to secure its preferred sites, or may have to pay more for those sites than anticipated.
- Consenting Risk – Winton’s development activities typically require us to achieve rezoning or resource consents to
allow development of our masterplanned communities. Rezoning and consents may be granted on terms which are
less favourable than Winton originally anticipated.
-

Pr
oject Development Risk – When developing sites, Winton needs to complete works within projected budget
and timetable in order to generate the returns we expect. Our ability to do so is subject to various uncertainties,
including risk arising from unexpected cost increases (including those caused by labour shortages and/or increased
labour rates) and delays in the completion of our developments (including due to inclement weather).
-

R
etirement Village Development and Operation Risk – Winton’s planned move into retirement village and
aged care (under the Northbrook brand) is a new business. Winton will need to develop and implement new
operational strategies and grow its internal team capability to operate a retirement village and aged care offering.
The retirement village and aged care market is an established market with a number of large existing operators.
The sector also carries regulatory risk, being exposed to health, consumer and land development regulatory
frameworks. Future regulatory change for the industry may have an adverse impact on us.
-

Housing Mark
et and Sales Risk – Winton’s ability to achieve the forecast sales and/or forecast sales prices within
each of our developments is dependent on the housing market conditions in each of the areas in which our
developments are located. Lower demand for housing may affect Winton’s ability to achieve anticipated sales
volumes or prices.
-
COVID-19 Disruption Risk – Winton’s business is exposed to the impact of disruption from COVID-19 and
Government measures taken to attempt to control it. Changes in COVID 19 alert levels or frameworks, future
lockdowns or a new pandemic may adversely affect our business.
Key risks affecting this investment
Investments in shares are risky. You should consider if the degree of
uncertainty about Winton’s future performance and returns is suitable for
you. The price of the Shares should reflect the potential returns and the
particular risks of the Shares. Winton considers that the most significant
risk factors that could affect the value of the Shares are:
Where you can find Winton’s financial information
The financial position and performance of Winton are essential to an assessment of this Offer. You should also read Section 7
(Winton’s financial information).
This summary does not cover all of the risks of investing in ordinary shares. You should also read Section 8 (Risks to Winton’s
business and plans).

image to go here
WINTON PRODUCT DISCLOSURE STATEMENT7
1 Key information summary 3
2 Winton and what it does 10
3

P
urpose of the Offer
61
4
Key dates and Offer process 62
5 Terms of the Offer 63
6

K
ey features of ordinary shares
66
7
Winton’s financial information 67
8

Risk
s to Winton’s business and plans
74
9

T
ax
79
10
Where you can find more information 80
11

Ho
w to apply
81
12
Contact information 82
13 Glossary 83
Contents

WINTON PRODUCT DISCLOSURE STATEMENT8
Winton’s vision is to set the standard as a world-class
New Zealand property group that creates thoughtful
mas
terplanned neighbourhoods that are best by design.
We are dedicated to creating more sustainable, connected
and vibr
ant urban communities, providing a lasting legacy
for generations to come.
W
inton was founded in 2009 as a property investment
business and in response to New Zealand’s housing
shortage, shifted focus to residential land development in
20
14, becoming one of New Zealand’s largest residential
land developers.
In 20
18, Winton established the Northbrook retirement
living brand and is committed to developing and operating
a wide portfolio of premium retirement living villages across
New Zealand, with the first retirement properties targeted
for completion in 2024.
As c
o-founder alongside my wife Michaela Meehan, Winton
is currently majority-owned by interests associated with our
f
amily. We are not selling any shares as part of the Offer and
neither are any of my fellow existing shareholders, reflecting
our long-term commitment to the business and desire to
remain heavily invested in Winton.
W
inton is raising up to $350 million of new capital via the
Offer and is seeking a listing on the NZX Main Board and ASX.
The proceeds of the Offer will be used primarily to provide
additional equity funding to continue to execute on our
growth strategy – for both land development and retirement
village operations. Winton operates with a conservative
capital structure, using minimal debt, and as such some of
the equity raised will be used to repay a project finance debt
facility relating to one of our developments. Additionally,
a portion of the proceeds from the Offer will be used to
fund Offer costs. I am pleased to welcome Macquarie Asset
Management to Winton, with one of its real estate vehicles,
TC Akarua Sub Trust, committing to subscribe for $200
million as part of the Offer.
We are proud of the business we have created and the
excellent team of people that have helped make Winton

the high-performing company it is today. Winton is one of
New Zealand’s leading residential land developers, consisting
of a ‘bes
t in class’ rezoning and consenting team, together
with a group of highly experienced professionals who are
well versed in the delivery of large-scale masterplanned
communities. We are excited to deliver projects at the
very forefront of sustainable living, such as our Sunfield
development in Auckland. Similarly, the launch of Winton’s
retirement living brand, Northbrook will provide

Letter from the Chair
New Zealanders with greater choice when it comes to
premium retirement living options.
Under the guidance of experienced industry leader Julian
Cook, we are focussed on becoming the New Zealand
operator of choice for the premium retirement village
market. Winton has a strong focus on environmental and
social impacts, adopting best practice industry standards
concerning environmental controls, and engaging with iwi
and councils in order to produce developments that meet

the needs of New Zealand’s communities.
Importantly
, we intend to remain a majority New Zealand
owned company. This provides us with a competitive
advantage in being able to continuously acquire large parcels
of development land without being subject to New Zealand’s
strict foreign investment rules.
This PDS contains important information about Winton and
the Offer. We encourage you to read it carefully and consider
in particular Section 8 (Risks to Winton’s business and plans)
before making your investment decision.
We thank you for your interest in the Offer and look forward
to welcoming you as a Winton shareholder.
Yours sincerely,

Chris Meehan
Chair
Dear Investor,
On behalf of the Winton Board, I am
pleased to invite you to become a
Winton shareholder.
We are dedicated to creating more sustainable,
connected and vibrant urban communities,
providing a lasting legacy for generations
to come.

WINTON PRODUCT DISCLOSURE STATEMENT9
SECTION 2:
Winton and
what it does.

WINTON PRODUCT DISCLOSURE STATEMENT10
Winton Land Limited (Winton) is the parent company of
a group of companies, and is expected to be listed on the
NZX Main Board and ASX on completion of the Offer with
the ticker code ‘WIN’ on the NZX Main Board and ‘WTN’
on the ASX. A wholly owned subsidiary of Winton, Winton
Group Holdings Limited is the sole shareholder in the
various development entities that own the relevant land and
undertake the development activities on each of the projects.
Overview of Winton
Winton is a residential land developer that specialises in
developing integrated and fully masterplanned communities.
To date, Winton’s primary business has been developing and
selling residential lots. Winton intends to expand its product
offering and leverage its significant land development
expertise and existing large scale residential projects to
expand into the premium retirement village sector.
Winton has a national footprint in New Zealand, with six
masterplanned communities in the North Island and six in the
South Island. Winton also has one masterplanned community
in NSW, Australia, although Winton’s future focus will be on
development activity in New Zealand. The Australian project
is managed through Head Office with assistance from an
independent contractor Development Manager.
Across the 13 communities, Winton has a portfolio of 29
projects, which are expected to yield a combined total of
approximately 7,442 residential lots, dwellings, apartment
units, Retirement Village Units and commercial lots.
As at 15 November 2021, $703 million of these properties
have been pre-sold. Of these pre-sales, $620 million are
unconditional, with approximately 54% (by value) sold to

New Zealand Government entities. Combined with the
$32 million of properties settled between 1 July and
15 November 2021, the pre-sales represent over 78%
of properties (by value) forecast to settle by June 2023.
Of the $83 million of conditional pre-sales, $66 million relates
t
o an option in place at our Lakeside development with
a New Zealand Government entity (Kāinga Ora).
A
ccess to housing is a significant issue facing New Zealanders,
with market commentators estimating that New Zealand has
a housing shortage of around 55,000-75,000
5
units. Winton’s
scale and national footprint ensures it is a relevant contributor
to addressing this shortage. Winton has a long-term
development target of 1,000 lots and dwellings per annum
and over 200 Retirement Village Units per annum.
Winton has the ability to originate, assess and execute on the
acquisition of a broad range of development opportunities,
and possesses strong relationships with Government bodies,
iwi, contractors, and real estate agents, providing support for
rezoning and consenting, development, and sales.
Winton prides itself on delivering vibrant new neighbourhoods
with a focus on the residents, public and the environment.
Winton’s masterplanned communities integrate commercial
precincts, shared recreation spaces, and other amenities for
residents and the public to access.
Winton undertakes the acquisition of land, obtaining
necessary rezoning and resource consent approvals,
contracting for civil works including roading and
infrastructure, and selling the completed residential lots.
In some cases, Winton also provides land and building
packages, where Winton contracts with specialist builders to
provide a home on the land it is selling. Winton’s core focus
has been, and will continue to be, residential development.
Construction activities are undertaken by capable and
experienced third parties under contract to Winton. The sale
of residential lots, as opposed to land and building packages,
comprises 79% of Winton’s prospective development pipeline
(by number of units). Similarly, where the market or site
dictates, Winton develops apartment buildings as part of its
masterplanned developments.
In 2018, Winton launched Northbrook, our retirement living
brand, to leverage our existing expertise and capability in
residential land acquisition and development to build and
operate a premium retirement living business. Winton is
assembling an experienced team to execute this strategy,
led by ex-Summerset CEO Julian Cook. Retirement village
developments are, and will continue to be, constructed within
Winton’s masterplanned communities. Winton believes its
retirement and aged care offerings will be perceived as
premium due to their size, location, the standard of high
quality materials to be used throughout, the extensive care
options, activities and amenities to be available to residents
and the corresponding price. Winton has commenced the
process of developing five retirement village projects and is
at various stages of seeking resource consents, with the first
retirement properties expected to be completed during 2024.
Winton is focused on continuing to expand upon our
development portfolio through our origination strategy, with
a specific focus on acquiring plots of land in growing towns
and cities which are of sufficient scale and are adjacent to
bodies of water. Winton’s strong track record of successful
developments demonstrates our capability in navigating
New Zealand’s regulatory environment and that we are well
positioned to meet potential regulatory change.
Winton’s shareholding
Winton is currently owned by Korama Limited (79.0%),
Wanaka Partners, LLC (13.9%), and JWAJ Limited (7.1%),
together the Existing Shareholders.
The Existing Shareholders will not be selling any shares as
part of the Offer. Following the issuance of Offer Shares
by Winton, the Existing Shareholders will hold a combined
shareholding of 71.6% - 77.6% in Winton.
The Existing Shareholders and TC Akarua Sub Trust have

each entered into escrow arrangements as described
in Section 5 (
Terms of the Offer). In addition, selected
employees will be issued bonus Shares in recognition

of their past service to Winton and such Shares will be
subject t
o similar escrow arrangements. 80.6% of the total
number of shares on issue in Winton immediately following
completion of the Offer are expected to be subject to

escrow arrangements, based on a $350 million raise.
5 CB Report – pg. 19.

WINTON PRODUCT DISCLOSURE STATEMENT11
Winton at a glance
FOUNDED
IN 2009
and focused on development
of integrated masterplanned
communities since 2014
45%+ IRR
6

AND

40%+ AVERAGE GROSS MARGIN
on completed development
projects to date
OF PORTFOLIO (BY UNITS)
ARE RESIDENTIAL LOTS
~79%
limiting exposure to construction risk
917
RETIREMENT LIVING UNITS
targeted to be developed across
5 existing projects by FY27
AUCKLAND
6 COMMUNITIES
23 EMPLOYEES
QUEENSTOWN/WANAKA
5 COMMUNITIES
11 EMPLOYEES
CHRISTCHURCH
1 COMMUNITY
CESSNOCK, NSW
1 COMMUNITY
29
PROJECTS
at various stages of development
across a diversified portfolio of
13 communities
7,442
RESIDENTIAL LOTS
and dwellings in pipeline
from existing projects
as at 1 July 2021
78%
of forecast gross revenue pre-sold and
78%
of development costs under
contract in the FY22F-23F period
NZ$227M
average annual net revenue, and
NZ$85M
average annual pro forma EBITDA
7

for the FY21A-23F period
6 IRR as at 30 June 2021.
7 Pro forma EBITDA is a non-NZ GAAP measure that includes pro forma
adjustments as calculated in Section 7.10.

BRIDESDALE FARM
QUEENSTOWN
WINTON PRODUCT DISCLOSURE STATEMENT12
Winton’s History
Winton was founded in 2009 by Chris and Michaela
Meehan, operating initially as a property-based
investment business.
From 2014, Winton leveraged its robust equity position and strong foundation
in real estate to build the residential development business as it stands today.
Winton’s expertise in project evaluation and risk mitigation strategy, together
with its conservative capital structure have established it as one of

New Zealand’s largest residential land developers.
In 20
18 Winton launched Northbrook, our retirement living brand, and in
2021 we hired ex-Summerset Group CEO Julian Cook to lead the retirement
living s
trategy.

WINTON PRODUCT DISCLOSURE STATEMENT13
- Winton’s ~640 hectare development portfolio includes
5,909 residential lots, 917 Retirement Village units, 235
apartment units, 108 residential dwellings, and 273
commercial lots, in various stages of development.
-
Across Winton’s portfolio, we have a total estimated Gross
Development Value (GDV) of $3,205 million in residential

and $1,326 million in retirement living.
-
Winton’s current development portfolio is expected to be
completed in various stages from FY22 to FY39, providing
Winton with an extended pipeline for development.
-
Winton has a strong focus on New Zealand’s growth
corridors. 78% of lots are in the Auckland region, which is
forecast to grow at an average of 1.1% per year between
2018 and 2048.
8
We are well placed to continue to provide
Aucklanders with residential properties as Auckland
continues to grow.
-
Winton regards the development and operation of premium
retirement villages under the Northbrook brand as a highly
complementary and value-adding component of our
existing land development business. Our existing property
assets are expected to provide significant benefits for the
retirement living strategy, with retirement villages planned
across both current developments and new sites.
GDV is gross development value.
GDV is Winton’s estimated gross
sales value of the relevant project
as at 30 June 2021 (including GST
and excluding lots already settled)
as if that project were complete and
sold based on prevailing market
conditions on that date. For the
avoidance of doubt, no escalation
in the sales value of lots/units has
been assumed, except for pre-sold
units which are based on the relevant
contractual arrangements. GDV is
an important metric for Winton as it
reflects Winton’s estimate of market
demand and planning outcomes and
is continually assessed and monitored
by Winton as projects progress.
Development portfolio snapshot as at 30 June 2021
9
8 CB Report - pg. 11.
9 Note percentages are calculated by number of lots.
Winton has a significant existing portfolio of large-scale
land development projects in attractive markets.
Key Business Features
PRODUCTLOCATIONAPPROVAL STATUS
79%
LotsIn constructionAuckland
RetirementConsented
CommercialPending consentQueenstown
region
ApartmentsPending zoning
DwellingsOther
78%
12%
10%
18%
24%
6%
52%
12%
1%
3%
4%
1

WINTON PRODUCT DISCLOSURE STATEMENT14
FY2023F REVENUE PRE-SOLD
FY2022F REVENUE PRE-SOLD
Winton’s pre-sales ($m) as at 15 November 2021
FY2022F REVENUE PRE-SOLDFY2023F REVENUE PRE-SOLD
TOTAL REVENUE PRE-SOLD BY CUSTOMERTOTAL REVENUE PRE-SOLD BY PRODUCT
97%
3%
Pre-soldPre-sold
Crown
UnsoldUnsold
Private
70%
30%
78%
54%
3%
6%
46%
13%
Residential lots
Apartments
Dwellings / Townhouses
Commercial
High quality products and significant early cost recovery
reduces development risk.
2
- Winton has a strong reputation for delivering high quality
products throughout its masterplanned communities
and this is underpinned by relationships with real estate
agents acr
oss the country, driving robust pre-sales and
early cost recovery.
-
As at 15 November 2021, $703 million of these properties
have been pre-sold. Of these pre-sales, $620 million are
unconditional, with approximately 54% (by value) sold
to New Zealand Government entities. Combined with
the $32 million of properties settled between 1 July and
15 November 2021, the pre-sales represent over 78% of
properties (by value) forecast to settle by June 2023.

Of the $83 million of conditional pre-sales, $66 million
r
elates to an option in place at our Lakeside development
with a New Zealand Government entity (Kāinga Ora).

The remainder of pre-sales are to private parties who pay
a deposit (the majority of which ar
e 10% of purchase price,
held in our solicitors’ trust account).
- The quality of execution and desirable locations of Winton’s
developments are a key part of our risk management
strategy, as is our approach to pre-sales. High quality assets
in desirable locations present a lower sales risk and attract
strong engagement from buyers and real estate agents.
-
Winton’s sales strategy across all of its projects is to seek
pre-sales off the plan (i.e. before development of the stage
commences). The initial pre-sales are at a price that is at
a moderate discount to the prevailing market, providing
customers with a more affordable purchase. This pre-sales
strategy ensures that the project is accepted by the market,
provides Winton with substantial certainty on contracted
revenue, and decreases the risk associated with the project.
-
Lots sold during the later stages of Winton’s projects are
often larger in size and are typically sold, subject to market
conditions, at higher prices and completed with higher
margins reflecting shared infrastructure constructed at
earlier stages.

WINTON PRODUCT DISCLOSURE STATEMENT15
Ability to navigate regulatory framework
to successfully deliver projects.
3
- Winton has significant experience navigating the rezoning
and resource consenting processes that are required to
consent large parcels of land suitable for masterplanned
communities of scale, as demonstrated by our track record
of success.
-
The complexity of the New Zealand regulatory environment
provides a competitive advantage to Winton, as there
are a limited number of residential developers with the
expertise required to execute large-scale projects. Winton’s
significant in-house expertise and existing relationships
with external experts means that we are well positioned
to meet potential regulatory change, including proposed
reforms to the Resource Management Act.
-
The structural headwinds to residential land development
have been a contributor to the strong demand for residential
properties in New Zealand, driving robust margins for
Winton and resulting in a significant market opportunity.
-
Winton has implemented measures to ensure that it will not
be an ‘overseas person’ under the Overseas Investment Act,
meaning that it will not be subject to the foreign ownership
restrictions that some of our competitors are subject to for
land purchases in New Zealand.
OVATION
LAUNCH BAY

WINTON PRODUCT DISCLOSURE STATEMENT16
Retirement living strategy provides exposure to New Zealand’s aging
population and leverages Winton’s existing development capabilities.
4
- By 2051, New Zealand’s population aged 75 and over is
projected to increase from approximately 330,000 to
nearly 830,000.
10

- Over the same time period, the population of the 65+
group is expected to more than double in Auckland and
Queenstown.
- Winton is well positioned to leverage our existing expertise
in residential land development, combined with our growing
retirement living team, to provide New Zealanders with high
quality retirement living options.
-
Winton’s scale, expertise, and access to development

sites provides us with a significant advantage in navigating
the typically high barriers t
o entry of retirement village
development.
-
Winton’s strategy is focused on the emerging premium,
high end retirement village market, which has limited
competitors, particularly at the scale and national footprint
at which Winton expects to operate. Winton believes its
retirement and aged care offerings will be perceived as
premium due to their size, location, the standard of high
quality materials to be used throughout, the extensive care
options, activities and amenities to be available to residents
and the corresponding price.
10 CB Report - pg. 13.
11 Values remain subject to change as the masterplanning process progresses.
WINTON’S RETIREMENT LIVING DEVELOPMENT PORTFOLIO
11
NORTHBROOKLOCATIONPROJECT STATUS
CO-LOCATED WITH
RESIDENTIAL
DEVELOPMENT
UNITS AND
CARE SUITES
OCCUPANCY
FROM
COMPLETED
IN
WYNYARD QUARTER
Auckland
Masterplanning and
resource consent
submission underway
Ye s198FY27FY27
LAUNCH BAY
AucklandYe s210FY25FY27
AVON LOOP
ChristchurchYe s187FY25FY26
ARROWTOWN
Arrowtown
Resource consent
granted (amendment
underway), works
underway
Ye s198FY25FY27
WANAKA
Wanaka
Resource consent
granted, works
underway
Ye s124FY24FY26
TOTAL
917

Chris Meehan
Chair and Chief Executive Officer
Julian Cook
Executive Director and
Director of Retirement
Michaela Meehan
Executive Director
Simon Ash
General Manager
Jean McMahon
Chief Financial Officer
Justine Hollows
General Counsel
Duncan Elley
Head of Land Development
James Burgess
Head of Vertical Living
WINTON PRODUCT DISCLOSURE STATEMENT17
Experienced management team provides robust origination
and evaluation of future projects.
W
inton’s track record of success is demonstrated by 45+% IRR and
40+% average Gross Margin on its completed projects.
5
6
- Winton’s management team has extensive industry
experience, and is led by founder and CEO Chris
Meehan, who has over 30 years’ experience in real
estate across New Zealand and Australia.
-
Winton’s Northbrook retirement living strategy is
headed by Julian Cook, an expert in retirement

village development and operations with over
16 years’ experience in the sector, including seven
years as CEO of Summerset Group.
-

W
inton’s development performance produces strong free cash flows and supports our ability to pay
a gross dividend yield of 2.4% - 2.6% in FY23F.
-
Winton has a strong process in place for the origination
and evaluation of new projects, with a focus on selecting
large scale and high quality projects to maximise return
on investment and minimise risk.

Development highlights
- The successful rezoning of this property increased
Wanaka’s housing supply by ~24%.
12

- Includes a significant range of product offerings –
residential lots, dwellings, townhouses and apartments.
- Established Northlake Village Centre, including a
restaurant, childcare facility and a two-storey office building.
-
All major lead in infrastructure and earthworks have
been completed.
Case study: Northlake
PROJECT STATISTICS
TARGET YIELD
13

964
AREA
108 hectares
PRE-SALES
14
41% (as at 30 September 2021)
IRR TO DATE
15
60%
TARGET PRODUCT MIX
Lots, dwellings, townhouses, a
retirement village (including Care
Suites), apartments, commercial
tenancies and a retail precinct, the
Northlake Village Centre, which
consists of a gastro pub / restaurant,
childcare facility and an eight
tenancy two storey office building.
581
582
583
584
585
580
579
578
577
575
574
573
572
571
570
569
568
567
566
563
564
565
562
561
560
559
558557
556
555
554
553
552
551
550
614
613
612611610
609
608
605
604
603
602
601
600
599
626
625624623622
621
615
616
617
618
619
620
576
606
607
RESERVE
586
587
588
589
590
591
592
593
594
549
5
47
548
546
545
544
543
542
541
540
539
596
595
700
701
702
705
704
703
597
598
538
537
536
521
494
495
496
532
531
528
518
534
525
529
522
516
519
492
493
497
505
533
526
508
491
503
500
502
524
530
489
501
512
509
513
514
515
498
504
506
507
510
511
51A
520
523
52A
488
499
535
490
392
393
484
485
391
390
389
387
386
486
487
450
451
452
453
454
455
456
457
458
459
461483
482
481
480
479
464
463
462
465
478
477
466
467
476
475
468
474
473
469
472
471
470
460
388
449
4
48
446
445
447
444
443
442
441
357
375
376
377
378
368
374
373
371
370
379
359
360
361
362
363
364
367
366
365
372
383
382
381
380
412
411
410
409
408
406
407
430
429
405
404
403
419
418
417
416
415
414
413
358
369
NORTHLAKE DRIVE
NORTHLAKE DRIVE
CLUDEN CRESCENT
MT NICHOLAS AVENUE
MT LINTON AVENUE
MT NICHOLAS AVENUE
HAWKSBURN LANE
MT PROSPECT LANE
LEANING ROCK LANE
MATAKANUI LANE
ROBROSA STREET
SAWDON STREET
NORTHBURN ROAD
COURTHILL LANE
ALANDALE PLACE
MARYBURN LANE
ROCKLANDS COURT
OBELISK STREET
ROCKLANDS COURT
GLEN DENE CRESCENT
GLEN DENE CRESCENT
MT LINTON AVENUE
MT NICHOLAS AVENUE
ROBROSA STREET
OBELISK STREET
CAIRNMUIR STREET
GLADBROOK STREET
LINDIS ROAD
CAIRNMUIR STREET
MALVERN ROAD
GLENAVON GREEN
COTTESBROOK STREET
OUTLET ROAD
PROPOSED BOUNDARY
PROPOSED BOUNDARY
BONSPIEL ROAD
GLADBROOK STREET
GOWANBRAE LANE
LINDIS ROAD
GLENSHEE STREET
MT BURKE STREET
MT CREIGHTON CRESCENT
RIVERSLEA ROAD
BONSPIEL ROAD
DAOR NRUBNNIL
RIVERSLEA ROAD
ARMIDALE CRESCENT
CAMBRIAN STREET
OUTLET ROAD
RIVERSLEA ROAD
LAMMERMOOR STREET
ROAD 28
ROAD 27
C
L
U
T
H
A

R
I
V
E
R
Completed Stages
Stage 14 (under development)
Stage 16 (under development)
Stage 17 (future)
Stage 18 (future)
Retirement Village
Northlake Townhouses
Northlake Villiage Centre
Northlake Commercial and Apartments
Northlake is a prime example of Winton’s ability to secure
favourable rezoning outcomes and deliver complex multi-stage
developments on time and within budget.
12 Management estimates based on technical reports provided as part of the plan change submission in 2012.
13
T
otal target units to be developed on existing projects based on management estimates and masterplans current as at 15 November 2021. Target total units, target product
mix and target settlement period may change, including due to planning outcomes and market demand.
14

Calc
ulated based on number of units pre-sold as a % of target lots remaining.
15
IRR as a
t 30 June 2021.
WINTON PRODUCT DISCLOSURE STATEMENT18

Development highlights
- A significantly de-risked residential development project.
- Winton is only required to develop lots, there is no need
to deliver completed dwellings.
-
Infrastructure guarantee in place with the local
authority to ensure the provision of infrastructure
to the development.
-
All major lead in infrastructure has been completed.
Case study: Lakeside
PROJECT STATISTICS
TARGET YIELD
16

1,671
AREA
179 hectares
PRE-SALES
17
99% (as at 30 September 2021)
IRR TO DATE
18
Positive with only 21% of
the expected units settled
to 30 June 2021
TARGET PRODUCT MIX
Residential lots and dwellings, a
primary school and a commercial
precinct (the Lakeside Village
Centre) which consists of office and
retail tenancies, a café / restaurant,
childcare facility and general store
Lakeside comprises over 1,650 lots and has been substantially
pre-sold (99%) to the New Zealand Government.
IWI RESERVE
RECREATION
RESERVE
NEIGHBOURHOOD
CENTRE
NEW PRIMARY SCHOOL
WETLAND
WETLAND
WETLAND
LAKE WAIKARE
Rimu St
Rimu St
Whites Way
Scott Road
Scott Road
WALKWAY/ CYCLING TRAIL
BOARDWALK
OPEN SPACE / RECREATION AREA
SITE BOUNDARY
PLAY AREA
CHILDCARE CENTRE
CAFE
COMMERCIAL HUB
LOT TYPE 1
(225m
2
- 400m
2
)
LOT TYPE 2
(401m
2
- 500m
2
)
LOT TYPE 3
(501m
2
+)
LAKESIDE MASTERPLAN
16 Total target units to be developed on existing projects based on management estimates and masterplans current as at 15 November 2021. Target total units, target product
mix and target settlement period may change, including due to planning outcomes and market demand.
17 Calculated based on number of units pre-sold as a % of target lots remaining, including 17% of which relate to a conditional option in place with Kāinga Ora.
18 IRR as at 30 June 2021.
WINTON PRODUCT DISCLOSURE STATEMENT19

This section summarises the two key industries Winton operates in,
being the residential development industry and the retirement industry.
RESIDENTIAL DEVELOPMENT INDUSTRY
Residential land developers seek to acquire large
parcels of land that are suitable for masterplanned
communities, with a view to developing these into
individual titled lots for subsequent sale.
Following the design of the masterplanned community,
rezoning and/or resource consents may be required to allow
the development to proceed. Some developers will only
acquire land where the land is already zoned for the intended
development. Others are restricted under the overseas
investment rules to buying limited sized parcels of existing
residential zoned land only.
The Market in which Winton Operates
Once the required consents are in place, earthworks and civil
works (such as the installation of required infrastructure,
utilities to each lot boundary and the construction of roads)
are undertaken to create the masterplanned community and
to service each of the individual lots.
Upon completion of the works, the titling process creates
individual property titles, which are then sold to individual
customers. Some developers will also develop these individual
lots into dwellings (such as houses and apartments) for
subsequent sale.
Winton operates across the full spectrum of the residential
land development (including the design, rezoning and
consenting processes).
UNLIKE ITS MAJOR COMPETITORS, WINTON OPERATES ACROSS THE ENTIRE DEVELOPMENT VALUE CREATION CHAIN
MAJORITY OF RESIDENTIAL DEVELOPERS RETIREMENT VILLAGE OPERATORS
TIME TO DEVELOP
VALUE OF LAND / UNITS
Winton’s ability to
consistently achieve
favourable rezoning
and consenting
outcomes creates
significant value.
ACQUISITION OF LAND
ZONED RESIDENTIAL
Rezoning and Consent
Value Creation
TARGETING LAND THAT IS
NOT ZONED RESIDENTIAL
MATERIALLY LOWERS TOTAL
DEVELOPMENT COST
ACQUISITION OF LAND THAT
IS NOT ZONED RESIDENTIAL
Civil works
Develop units
Sale of retirement units
Operate retirement villages
Annuity income
Zoning
approval
Sale of lots
Resource consent
approval
04261537
LAND
ACQUISITION
DEVELOP
LOTS
CONSENT
APPROVAL
SALE OF
RETIREMENT UNITS
ZONING
APPROVAL
DEVELOP
UNITS
CIVIL
WORKS
OPERATE
RETIREMENT
VILLAGES
HOW WINTON’S DEVELOPMENT PROCESS WORKS
19
19 ‘Value of land/units’ and ‘Time to develop’ are illustrative only and do not reflect actual values.
WINTON PRODUCT DISCLOSURE STATEMENT20

New Zealand has experienced an extended period
of strong population growth, in contrast to limited
supply of new housing stock.
20
This has resulted
in a national housing shortage, contributing
to historically high house prices and increased
Government intervention in the housing market.
These factors are discussed in detail below.
Competitive landscape
While there are a number of residential property developers
in New Zealand, few are involved in residential land
development at scale or have a national footprint across

New Zealand.
BARRIERS TO ENTRY IN THE RESIDENTIAL LAND DEVELOPMENT INDUSTRY
BARRIERS TO ENTRYWINTON ADVANTAGE
COMPLEX
REGULATORY
PATHWAYS
Complex regulatory pathway and extensive
timeline to approvals requires industry specific
expertise and knowledge
Deep relationships across local and central
governments
Proven track record of rezoning and
consenting for large-scale developments
FOREIGN
OWNERSHIP
RESTRICTIONS
Strict foreign ownership restrictions on
sensitive land purchases in New Zealand
Restricts responsiveness of international
competitors
Larger projects inherently limited to a small
number of local players
DEBT
FUNDING
CONSTRAINTS
Limited banking appetite to fund the
acquisition of rural and not currently
zoned residential land
Limited to no reliance on debt funding for
land acquisition and development
21

Proven staged development model
with pre-sales cost coverage prior
to commencement of stage civil and
construction works
TECHNICAL
EXPERTISE
Large developments require extensive
planning, infrastructure procurement,
project management and execution skills
In-house delivery team with a breadth of
knowledge and experience
T rack record of delivering projects on time
and on/below budget
SCALE
Pursuit, funding and managing longer-dated
development consent processes is difficult
for smaller-scale operators
Strong balance sheet capability with
conservative gearing
Significant asset base with multiple projects
generating sales
DELIVERY
CAPABILITY
Limited development consents available to
parties without proven delivery capabilities
and experience
Longstanding team of trusted consultants
Well respected by government counterparties
for strong delivery capability
Proven track record of managing various
stakeholders on complex projects
Established relationships with Māori and
key iwi, hapū and whānau stakeholders,
critical to the New Zealand land development
environment
20 CB Report – pg. 5.
21 A project finance debt facility relating to the Lakeside development is expected to be
repaid using part of the proceeds of the Offer on or about June 2022.
Winton’s two major listed competitors in the residential
development space are Fletcher Building and CDL
Investments. Winton understands that both are likely to be
considered ‘overseas persons’ under the OIA. This constrains
their ability to purchase large areas of developable land
as they are required to obtain consent from the Overseas
Investment Office when that land is considered ‘sensitive
land’ for the purposes of the OIA.
Many of Winton’s competitors also construct dwellings
and improvements on their land via in-house contractors
or related entities, while Winton contracts out all civil and
construction work to third party contractors, generally on

a fixed price basis which reduces our exposure to
c
onstruction risk.
WINTON PRODUCT DISCLOSURE STATEMENT21

Demand for housing
Demand in the residential land development industry is
driven by demand for housing.
Demand f
or housing in New Zealand has grown rapidly in
recent years, with first home buyers particularly active in
the past year.
22
This increase in demand has been driven
by a combination of factors, including:
-
New Zealand’s population having grown an average of
1.3% per year over the last 20 years, with net migration
averaging 22,000 individuals per annum since 1991,
40,000 since 2010 and 64,000 since 2014;
23

- record high house prices having boosted homeowners’
housing equity in conjunction with elevated incomes due
to a strong labour market and low unemployment rate;
24

- interest rates falling such that average household interest
payments for homeowners with mortgages as a share of
disposable income have reduced to 5.9%, after peaking
at 14.0% in 2008;
25
and
- support from Government subsidies including First
Home Grants, the establishment of the Progressive Home
Ownership Fund, and Government underwritten First
Home Loans, as well as the ability for first home buyers to
contribute their KiwiSaver funds.
Over the next thirty years, housing demand is expected to
ease due to slower projected population growth.
26
However,
population growth provides a conservative estimate of future
housing demand, as there are other factors likely to add to
core demand, including longer life expectancies, the trend
to smaller household occupation sizes, a growing demand
for healthy, warm and environmentally friendly homes,
27
and
the potential for increased migration.
28
Winton expects there
to be continued demand for its products as Government
initiatives designed to manage demand for housing have
tended to exclude new builds.
29

Housing supply
Concurrently with an elevated level of demand for housing
in New Zealand, due to population growth exceeding the
number of building consents issued for an extended period

of time, New Zealand has faced a shortage of housing supply.
22 CB Report – pg. 4.
23
CB R
eport – pg. 3.
24
CB R
eport – pg. 9.
25
CB Report – pg. 3.
26 CB Report – pg. 15.
27
CB R
eport – pg. 15/16.
28
CB Report – pg. 2.
29

CB R
eport – pg. 5.
30 CB Report – pg. 19.
31
CB R
eport – pg. 3.
32
CB Report – pg. 19.
33

CB R
eport – pg. 7/8.
34
CB Report – pg. 8.
35

CB R
eport – pg. 18.
36

CB R
eport – pg. 20.
75,000
70,000
65,000
55,000
WestpacANZKiwibankBagrie
Economics
Average: 66,250
Westpac, ANZ and Kiwibank estimate New Zealand’s housing
shortage to be between 65,000-75,000 homes.
30
Despite
New Zealand’s population increasing by 1.63 million (47%)
between 1991 and 2021, only 740,000 building consents were
issued in this period.
31
Housing shortage estimates (end of 2020)
32
0
5,000
10,000
15,000
20,000
25,000
30,000
Dec-92Dec-96Dec-00Dec-04Dec-08Dec-12Dec-16Dec-20
Building consents – housesSection sales
A critical factor constraining supply is the limited availability
of developable residential land. The sale of residential lots has
remained below levels seen in the early 2000s, which has in
turn constrained building consent issuance for new homes.
While building consent issuances have accelerated in the past
year, land availability remains tight and the sale of lots has
remained low compared to overall house sales, contributing
to higher land prices.
33
Section sales vs building consent for houses
(annual total)
34

Supply shortages are expected to persist out to 2024,
assuming an opening shortage of about 70,000 and a
modest pick-up in demand from a gradual reopening of
New Zealand’s border in 2022.
35
Potential risks to sustained
housing supply include materials and worker shortages in the
construction sector, and a limited pipeline of residential lots
in the near-term.
36
WINTON PRODUCT DISCLOSURE STATEMENT22

37 Under the bright-line property rule, a person that sells a residential property they have owned for less than 10 years may have to pay income tax on the property sale
(previously this applied to properties owned for less than five years). https://www.ird.govt.nz/property/buying-and-selling-residential-property/the-brightline-property-rule
38
https://kaingaora.govt.nz/home-ownership/first-home-grant/
39 https://www.hud.govt.nz/assets/Residential-Housing/Changes-to-First-Home-products/First-Home-Loan-and-Grant-Factsheet-23-March.pdf
40 https://kaingaora.govt.nz/home-ownership/first-home-partner/
Government initiatives to alter supply and
demand dynamics
In recent years, the New Zealand Government has announced
a number of initiatives designed to boost supply and
manage demand to stimulate a sustainable supply of
housing. Although many of these are ‘macro level’ initiatives
designed to boost supply (reforming planning laws, KiwiBuild,
infrastructure funding) or manage demand (extending the
bright-line tax rule,
37
changing interest deductibility rules
for property investors and restricting the ability of overseas
persons to buy property), other initiatives provide incentives
favouring new builds and first home buyers, which are a key
target market for Winton’s development activities.
Specific initiatives targeting first home buyers include:
- The First Home Grant initiative, which entitles a person to a
$5,000 grant for an existing property or $10,000 for a new
build if they have contributed regularly to KiwiSaver for five
or more years.
38
The Government has recently increased the
income and price caps on these grants.
39
- The Progressive Home Ownership (PHO) Fund, which
is a $400m investment to help between 1,500 and 4,000
Ne
w Zealanders buy their own homes.
-

T
he First Home Partner scheme which enables first home
buyers to share ownership of a house with Kāinga Ora.
While the first home buyer is the majority homeowner and
occupier, Kāinga Ora owns a share in the home which the
first home buyer will buy out over time.
40
Residential development regulation
This section sets out an overview of New Zealand’s regulatory
framework for residential land development. This is the
regulatory environment which applies to Winton’s primary
business activities.
The New Zealand planning system is primarily regulated
under the Resource Management Act, which sets the purpose
and principles of planning in New Zealand and establishes the
hierarchy of planning documents and their functions.

The Resource Management Act also establishes the
functions and delega
tions of authorities that exercise powers
under that Act and sets out the process for dealing with
applications for a variety of activities, including development.
In February 2021, the Government announced plans to repeal
and replace the Resource Management Act with three new
pieces of legislation, which are proposed to simplify the
planning process and reduce costs and timing. Key changes
include stronger national direction powers and one combined
plan per region, with a focus on better urban design.
Although the details of this reform are not yet available,
Winton does not expect the reforms to substantially lower
barriers to entry or materially affect Winton’s approach to
development.
The Resource Management Act currently allows for National
Policy Statements which influence local planning outcomes
– relevant National Policy Statements include statements
requiring regional and district councils to ensure there is
sufficient zoned land available for projected population
growth, ensuring that the development of former potentially
or known contaminated land is decontaminated and managed
using methods which are safe for the environment and
community, and standards relating to protecting fresh water
from degradation due to works within lakes and streams and
as a result of runoff from earthworks and stormwater.
Regional plans are produced by regional councils to deal with
regionally significant issues, such as air quality earthworks
or water quality. District councils produce a detailed district
plan for their area (typically reviewed every 12–15 years) and
set the objectives, policies, zoning pattern, development rules
and assessment criteria for any consents.
Private developers such as Winton are entitled to apply for
a plan change to a district plan (known as a private plan
change) which are extensively assessed by the council and
ultimately judged against national, regional, and key district
planning policies. For example Winton’s Northlake and
Lakeside developments were introduced into the respective
district plans of the Queenstown, Lakes District Council and
the Waikato District Council by way of a private plan change.
The Urban Development Act is a new piece of planning
legislation, which came into effect in August 2020 with the
aim of tackling long-term barriers to urban development by
providing
access to:
-
a s
treamlined approval process for special types of complex
and transformative development projects - called Specified
Development Projects;
-

a t
ool-kit of development powers when undertaking
Specified Development Projects; and
-
land acquisition powers for Kāinga Ora, for when it is
carrying out urban development projects (including
Specified Development Projects).
WINTON PRODUCT DISCLOSURE STATEMENT23

The UDA allows for the establishment of Specified
Development Projects, which are designed to deliver
improved urban development outcomes within defined areas,
including a mix of housing types, good transport connections,
employment and business opportunities, key infrastructure,
community facilities, and green spaces. Winton submitted

a Specified Development Project Application under the
Urban Development Act for our Sunfield development in
Oct
ober 2021. Winton was advised on 19 November 2021 by
Kāinga Ora that the project was not accepted for assessment
as a potential Specified Development Project under s29 of
the Urban Development Act, and that a partnership with
Kāinga Ora as anticipated by that Act may add complexity
and uncertainty to a project that generally appears well
suited to the traditional Resource Management Act pathway.
Winton has subsequently gone to the relevant Ministers’
offices since this advice and requested that the Ministers
use their directive powers to insist that Kāinga Ora consider
Sunfield under the Urban Development Act.
Hierarchy of planning instruments
NATIONAL PLANNING INSTRUMENTS
REGIONAL PLANNING INSTRUMENTS
DISTRICT PLANNING INSTRUMENTS
LONGREACH
COOKS BEACH
WINTON PRODUCT DISCLOSURE STATEMENT24

RETIREMENT INDUSTRY
At a high level, the retirement industry in New
Zealand comprises the retirement village and
aged care sectors.
The retirement village sector provides accommodation
to people (typically over 75 years of age) who can live
independently or with minimal assistance. In contrast, the
aged care sector provides residential aged care services
(including rest home, hospital, and dementia level care) to
individuals who are unable to live independently or require a
greater degree of assistance.
Winton, under its Northbrook brand, will predominantly
operate in the retirement village sector, with a relatively small
exposure to aged care services within its retirement properties.
Competitive landscape
Outside of the large, NZX-listed retirement village operators,
the retirement industry in New Zealand is highly fragmented,
with many small operators. Across the New Zealand market
there are limited premium retirement village options and there
is no single operator who is focused on the premium market
on a nationwide basis at the scale targeted by Northbrook.
Most large New Zealand operators provide both retirement
village and aged care offerings through an integrated model,
whereby retirement village and aged care services are offered
within the same village. Other operators, such as Oceania and
Arvida, operate both aged care and retirement village offerings.
An innovation in the aged care market is the growth of
Care Suites. Care Suites are rooms within an aged care
facility which provide a superior offering to residents when
compared to traditional care beds. Within Northbrook
Retirement Villages, this will generally be by way of larger
room size, superior fixtures and fittings and amenities

within the room.
W
inton, through the Northbrook brand, intends to provide
a nationwide retirement offering focused on the premium
segment of the market. All Northbrook villages will offer
aged care services, thereby providing an integrated offering
of independent living and aged care for residents. Winton’s
intention is to commence building the village’s main central
and care facilities in the early stages of the development,
demonstrating the premium level Northbrook facilities that
will be available.
Demand for retirement living
Continued demand for both retirement villages and aged
care is underpinned by population growth and New Zealand’s
ageing population. The number of New Zealanders over the
age of 75 is expected to increase from 332,000 in 2020 to
833,000 by 2048.
41
Demand for premium retirement options is also expected to
increase due to historically high levels of household wealth.
41 JLL New Zealand Retirement Villages and Aged Care Whitepaper, June 2021.
WINTON PRODUCT DISCLOSURE STATEMENT25

Retirement village market structure
The New Zealand retirement village sector consists of
approximately 36,345 units across 422 villages.
42
Based on
forecast population growth, this supply is expected to grow
from a current build rate of 2,000 units per annum to 2,500
units per annum.
43
New Zealand retirement village providers
include corporate, private and not-for-profit entities. While
New Zealand’s ageing population is largely responsible for
growing demand, the New Zealand retirement village industry
has also seen increasing penetration with 14.3% of New
Zealand’s population over the age of 75 living

in a retirement village.
44
We expect this growth to continue in the future, driven by
improved relative affordability and high home ownership
rates among the current aged population, growing attraction
of retirement villages and the development of modern,
premium facilities designed to meet residents’ needs.
Retirement village funding
Independent Living Units are privately funded by residents
and provide four key income streams to the operator:
- Development margins;
- Deferred Management Fee (DMF);
- resale gains where a unit has appreciated in value; and
- weekly service fees.
When entering a retirement village, a resident generally
purchases the right to occupy a unit under an occupation
right agreement (
ORA), which may be in the form of a licence
to occupy, unit title or lease. The most common form of an
ORA is a license to occupy, whereby the resident is entitled

to live in the unit and access the village facilities and services.
Under this model, upon the e
xit of the resident and resale of
their unit, the resident is refunded the licence payment that
initially paid for the ORA, less any accrued DMF. The operator
therefore benefits from any capital gain or alternatively is
exposed to any capital depreciation when the unit is resold.
Development margins may be obtained where the value of
the initial ORA price exceeds the cost of development of the
unit over which the ORA is granted.
The DMF reflects a resident’s contribution to the
maintenance, management and upgrade of the village and is
deducted upon exit from the unit. DMF accrues monthly up to
a maximum total amount, generally between 20-30% of the
initial purchase price of the unit under the ORA. The standard
terms under the Northbrook ORA will provide for a 30% DMF
over a four year period for Independent Living Units and a
30% DMF over a two year period for Care Suites.
Residents also pay weekly service fees to cover a portion of
the daily operating costs of the village, though these typically
represent a minor portion of the total cost to residents.
Retirement village regulation
Operators of retirement villages must comply with the
Retirement Villages Act 2003 under which they must register
each village with the Registrar of Retirement Villages and have
a statutory supervisor appointed. The statutory supervisor is
responsible for protecting the financial interests of residents.
Winton will register each individual retirement village
development at the appropriate time.
The Retirement Villages Association of New Zealand is a
voluntary, nationally-based membership association which
represents operators, developers and managers of retirement
villages. Winton will apply for membership to the Retirement
Villages Association of New Zealand.
In June 2021, Te Ara Ahunga Ora Retirement Commission
released a report calling for a review of the Retirement
Villages Act 2003. Though to date no review has commenced,
Consumer NZ, the Retirement Village Residents Association
and the Law Society, among others, provided submissions in
support of a review being undertaken.
45
Aged care market structure
New Zealand’s aged care industry is made up of
approximately 38,500 beds across 673 facilities.
46
These beds provide one of three levels of care being:
- rest home;
- hospital; or
- dementia.
47
While the majority of these beds are paid for on a daily
or weekly basis by district health boards or residents
themselves, some are contracted under ORAs.
42 JLL New Zealand Retirement Villages and Aged Care Whitepaper, June 2021.
43
CB R
eport - pg. 13.
44
JLL New Zealand Retirement Villages and Aged Care Whitepaper, June 2021.
45 Te Ara Ahunga Ora Retirement Commission Submissions Summary and Recommendations 2021, Appendix 1, pg. 23.
46 JLL New Zealand Retirement Villages and Aged Care Whitepaper, June 2021.
47 JLL New Zealand Retirement Villages and Aged Care Whitepaper, June 2021.
WINTON PRODUCT DISCLOSURE STATEMENT26

Aged care funding
Funding for aged care beds and services can be provided by
the Government through district health boards, or privately
via resident payments.
Funding from district health boards comes in the form of
either a Residential Care Subsidy or Residential Care Loan.
Residential Care Subsidies are available for residents below
a certain asset threshold and Residential Care Loans are
available for residents above this threshold with funding
needs.
48
It is increasingly common for people entering care
facilities to pay an accommodation supplement to purchase
premium room services.
Aged care regulation
The aged care sector is regulated under the Health and
Disability Services (Safety) Act 2001, which requires all
residential aged care facilities to be certified by the Ministry

of Health.
New operators need to prove to the Ministry of Health that
they have the required policies and procedures in place before
achieving certification. This serves as a barrier to entry for
new operators to enter the sector. Winton will apply for the
required certification for its aged care centres as they come
nearer to opening.
In order to be eligible for the Government funding described
above, each facility must have an ARRC (Aged-Related
Residential Care) Services Agreement in place.

The ARRC Services Agreement is a national contract between
dis
trict health boards and aged care providers designed
to ensure a national standard of services are provided to
residents in long-term residential care.
49

To the extent required, Winton will apply for ARRC Services
Agreement for each development at the appropriate time.
Not achieving certification or being unable to enter into an
ARRC Services Agreement would constrain Winton’s ability
to enter the retirement villages market. Winton expects to be
able to achieve the relevant certification and enter into ARRC
Services Agreement. A further assessment and explanation
of how Winton intends to address the associated risks with
entry into the retirement village market can be found at
section 8 of this product disclosure statement.
48 https://www.govt.nz/browse/health/rest-homes-and-residential-care/pay-for-residential-care/asset-thresholds-for-the-residential-care-subsidy/ and https://www.govt.nz/
browse/health/rest-homes-and-residential-care/pay-for-residential-care/apply-for-a-residential-care-loan/.
49 https://www.health.govt.nz/our-work/life-stages/health-older-people/long-term-residential-care/age-related-residential-care-services-agreement.
NORTHBROOK
ARROWTOWN
WINTON PRODUCT DISCLOSURE STATEMENT27

Winton’s Operations and Strategy
Project origination
Winton originates projects through four primary channels:
- Direct approaches by Winton: Our senior management
team actively seeks out acquisition opportunities which are
not on the market for sale but which meet our investment
criteria, and to the extent they are suitable, may approach
the landowner to discuss an off market transaction.
-

R
eal estate agent network: Our strong relationships with
real estate agents across New Zealand results in early
notification when an opportunity, either on or off market,
which may be suitable becomes available.
-
Public processes: To the extent suitable land assets
become available on the market and a public process takes
place (for example an auction or tender process) we may
choose to participate.
-
Inbound enquiries: Our scale, national presence, and
reputation often solicits inbound enquiries from vendors
who believe their land would be suitable for a Winton
residential development.
Investment criteria
Winton’s investment criteria requires that acquisitions must
meet several conditions, depending on location and ultimate
intention for the relevant site. Winton’s main

criteria require acquisitions to:
-
be located adjacent to a growth centre;
-
be within close proximity to a body of water;
- have existing transportation links;
- be a strong candidate for residential zoning approval

(if not already zoned residential); and
-

be suitable f
or a large scale masterplanned
community development.
W
inton targets the acquisition of land which is not zoned for
residential use and with multi-use potential (e.g. residential,
retirement, commercial), to materially reduces the cost of
land and our overall development cost.
Evaluation process
Winton follows a comprehensive screening process to assess
potential investment opportunities. Qualified opportunities
that meet the investment criteria are subject to an initial
investment review process, followed by a detailed evaluation
to understand the risks and expected returns associated with
the potential project. This includes, but is not limited to:
-

mas
terplanning feasibility analysis to assess overall
suitability of the land for a Winton residential development
project and potential development options and returns;
-
risk assessments to understand potential development
risks, obstacles, mitigants and timeframes, including
potential residential rezoning risks; and
- infrastructure and services assessments, to confirm
that road, water, waste services, telecommunications
infrastructure and any other required services can be
accommodated.
Finally, potential acquisitions are ranked, with the better
acquisitions from a risk and return perspective progressing
through to Winton’s final investment approval process.

Once selected for acquisition, vendors are engaged for
final legal and commercial negotiation and documentation.
Land acquisition
A core part of Winton’s business involves the identification of strategically
positioned parcels of land that are suitable for development into large scale
masterplanned communities. Winton’s current land bank comprises a pipeline
of approximately 7,442 lots across 13 different masterplanned communities.
Our strategy is to continue to take a disciplined approach to acquiring quality
parcels of land at attractive prices and on beneficial contract terms in order
to extend and grow our development pipeline over time, via our process of
origination, evaluation, and acquisition.
WINTON PRODUCT DISCLOSURE STATEMENT28

Zoning and consenting approvals
The New Zealand regulatory framework associated with
rezoning and obtaining appropriate resource consents for
large scale masterplanned communities is complex and time
consuming. Winton has a dedicated team of in-house and
external experts focused on achieving the required residential
zoning outcomes and resource consents to undertake
Winton’s masterplanned communities.
The zoning and consenting process involves the creation
of a project information memorandum, assessment of
environmental and other impacts, a community engagement
process, and the application for resource consent with the
relevant regional council. Development contributions, the
payments required to help councils recover the costs of new
infrastructure, are assessed as part of this process. The scale
of Winton’s residential developments means that most are
required to be classed as notified consents, and as such the
public is notified and able to provide input on the application.
Typically, the process takes between 12 and 48 months before
we receive the required approvals to begin civil works. Many
of these consenting processes are ultimately determined in
the Environment Court which is normal course of business

for large scale residential land developers.
Civil works, development of land
lots, and construction of fixed
improvements
After obtaining the necessary regulatory approvals, Winton
begins the civil works required to transform the land from
its natural condition into finished individual lots to allow
settlement to occur. The civil works comprise earthworks;
installation of utilities, construction of roading and other
residential infrastructure and landscaping. All civil works are
completed under contract by external parties, with contracts
secured through Winton’s existing procurement function.
Winton selects capable and highly experienced third parties
to carry out construction work and has a number of long term
relationships with leading contractors.
Projects are developed through a staged approach which
reduces risk and capital requirements. Stages are completed
and settled sequentially, with settlement proceeds from initial
stages providing additional funding for the execution of
subsequent stages.
Most lots are sold to customers who in turn then construct
their own home. However, Winton also contracts with third
party homebuilders, generally on a fixed price basis, to allow
Winton to market turnkey house and land products. Further,
we procure the construction of commercial buildings within
village centres in many of our masterplanned communities
to provide residents and the public with additional amenities.
The village centres typically include cafés, restaurants, early
childcare education centres and retail and/or commercial
tenancies. Once constructed and operational, the village
centres are then typically sold as tenanted buildings. Similarly,
where the market or site dictates, Winton develops apartment
buildings as part of the masterplanned developments.
Restrictive land covenants are imposed on the title of all
completed lots within Winton’s masterplanned communities
to ensure that any improvements to the land, whether they
be standalone dwellings, townhouses, apartment units,
commercial buildings, other amenities and landscaping are
consistent with Winton’s vision for the development. The
application of the land covenant ensures the ongoing quality
of the relevant masterplanned community and reinforces
Winton’s reputation as a residential land developer delivering
desirable, high quality developments.
AYRBURN
ARROWTOWN
WINTON PRODUCT DISCLOSURE STATEMENT29

Marketing and sales
Winton has strong relationships with New Zealand’s largest
real estate agencies, who sell our product through high profile
marketing campaigns. Marketing campaigns generally include
the use of sales suites within each of our projects and target
online and traditional print advertising and where appropriate,
a radio and television presence.
Winton’s sales strategy across all of its projects is to seek
pre-sales off the plan (i.e. before development of each stage
commences). Initial pre-sales are often at a moderately
discounted price to the prevailing market, providing
customers with a more affordable purchase. Although pre-
sales revenue is not received by Winton until lots are settled,
the pre-sales strategy ensures that the project is accepted
by the market, provides Winton with substantial certainty
on contracted revenue for the stage, and decreases the risk
associated with the project and the relevant stage.
Prior to commencing the development of each stage, Winton
targets net expected revenue from pre-sold lots which exceed
the cost to develop the stage. This approach significantly
reduces the risk associated with the development of the stage,
as construction costs (which represents the majority of the
overall project expenditure) are not incurred until we have
a high degree of revenue certainty. It varies by project, but
Winton typically needs around 40% of lots to be pre-sold to
cover the development costs for each relevant stage.
Once sufficient certainty is achieved via pre-sales, Winton
funds the actual cost of developing each stage from revenue
from previous stages or other projects. The sales strategy of
seeking pre-sales off the plan is reinforced by the level of pre-
sales currently in place across its portfolio. As at 15 November
2021, there are $703m of gross pre-sales in place, of which
54% are to the New Zealand Government (Kāinga Ora and the
Ministry of Education). Of the $89 million of conditional pre-
sales, $66 million relates to an option in place at our Lakeside
development with Kāinga Ora. The necessary condition on
the part of Kāinga Ora to enable Winton to trigger the option
is expected to be satisfied and, in any event, if the condition
was not so satisfied, Winton expects it could sell such lots
at a price which would still provide it with a commercially
acceptable return.
As development of the project occurs and customers are able
to visualise the masterplanned community being created, later
development stages are able to be sold at higher margins.
Larger lots in more premium locations in the project are also
typically retained for later stages of development to achieve
higher sale values.
Construction and operation of
retirement villages
Northbrook was established in 2018 as Winton’s retirement
living brand. Winton is focused on the emerging premium
retirement village segment, which has limited competitors,
particularly at the scale at which Winton intends to operate.
Since 2018, we have:
-
established and undertaken marketing of the

Northbrook brand;
-
undertaken the design of the retirement villages that are
expected to be constructed on the five initial parcels of
land within the Northbrook portfolio;
- prepared and lodged resource consents;
-
appoint
ed Julian Cook (former CFO and later CEO of
Summerset Group) as the Head of Retirement, who is
managing the establishment of Winton’s retirement and
aged care operations; and
-

emplo
yed James Burgess as the Head of Vertical Living,
who manages the design, consenting and construction of
the Northbrook retirement villages.
Winton’s current retirement village pipeline comprises
approximately 917 Retirement Village Units consisting of

731 Independent Living Units and 186 Care Suites over
five villages with targeted delivery in FY24-FY27.
Northbr
ook villages are designed to facilitate a high end
later living experience, providing discerning customers with
upmarket units and high quality service. Winton’s retirement
villages are situated in attractive locations through New
Zealand and offer thoughtful design and premium facilities.
Incorporating retirement villages into Winton’s masterplanned
communities is a natural adjacency to Winton’s well
established land development business. We are able to
leverage our existing development capabilities and buying
power to reduce the cost and risk associated with a typical
greenfield retirement village development by constructing
villages within our existing large scale residential projects.
As an example, Winton aims to include, where possible,
a retirement village offering in its larger masterplanned
communities where residential rezoning is required.
Generally, the cost of land for these developments is much
lower than land which already permits the development of
retirement villages. This permits Winton to achieve a higher
development margin than if it were to purchase land already
zoned. Combining residential and retirement living in a single
development can also provide Winton with a competitive
advantage, as consenting processes are sometimes more
streamlined when a development caters to a broader

target market.
WINTON PRODUCT DISCLOSURE STATEMENT30

Winton’s strategy is to own and operate the retirement
villages upon development completion. This will diversify
and add stability to our existing earnings and cash flows.
While this is a new business model for Winton which has
not previously operated in the retirement village and aged
care industry, the appointment of Julian Cook, ex-CEO
of Summerset Group provides us with a strong platform
on which to continue to build an experienced team.
Subject to registration under the Retirement Villages Act
2003, Winton has five existing sites to be developed into
Northbrook retirement villages. Earthworks and civil works
have commenced at the Wanaka and Arrowtown sites.
Masterplanning is underway at the remaining sites, following
which resource consent applications will be made. As such,
these retirement village developments remain subject to
change as the planning process progresses.
Refer also to overview table of Winton’s Retirement Living
Development Portfolio on page 16.
All Northbrook villages will offer aged care services. Initially,
rest home and hospital services will be provided. It is
proposed that secure dementia will be introduced over time.
Northbrook retirement units are intended be sold under
an ORA, with DMF accruing over four and two years for
Independent Living Units and Care Suites, respectively.
Premium external architects have been engaged to provide
architectural design services. The expertise of these architects
will provide Winton, and Northbrook, with an advantage
in designing premium retirement villages. Consistent with
Winton’s contracting strategy for civil and construction work,
construction of retirement villages will be undertaken under
contract with reputable and experienced contractors, with
commencement of building each village’s main central and

care facilities early on in the development.
Northbr
ook villages will generally be part of a wider Winton
development involving other residential uses. However, not
all Winton developments will contain a Northbrook village,
as the Northbrook brand will be focused on the premium
part of the retirement market. Including Northbrook villages
within Winton development projects is expected to provide
a number of benefits, including streamlined regulatory
processes compared to standalone developments, enhanced
economies of scale across both developments, and enhanced
Northbrook sales driven by the quality of the surrounding
Winton residential developments.
NORTHBROOK
WANAKA
WINTON PRODUCT DISCLOSURE STATEMENT31

Our developments
WINTON PRODUCT DISCLOSURE STATEMENT32

COMMUNITYPLANNED
SETTLEMENTS
PLANNED
LOTS/UNITS
(TOTAL)
SETTLEMENTS
TO
30 JUNE 2021
TARGET SETTLEMENTSGDV
(NZ$M)
TARGET
CUSTOMER
SEGMENTS
# OF
LOTS /
UNITS
%FY22FFY23F FY24F+TOTAL
%
PRE-
SOLD
REAL
NORTHLAKE
Wanaka
FY22-FY2582445255%
10715011537265%277Low-to-mid
LAKESIDE
Te Kauwhata
FY22-FY291,65935621%1452289301,303100%370Low-to-mid
LAUNCH BAY
Hobsonville
FY22-FY251361713%39503011964%171Mid-to-premium
SUNFIELD
Auckland
FY27-FY393,643----3,6433,643-1,291Low-to-mid
WYNYARD
QTR.
Auckland
FY2762----6262-167Premium
AVON LOOP
Christchurch
FY25-FY2656----5656-79Premium
AYRBURN
Arrowtown
FY24-FY2529----2929-80Premium
BEACHES
Matarangi
FY22-FY243316018%481299427165%109Mid-to-premium
NORTH RIDGE
Cessnock (AU)
FY22-FY2535810%5312218235749%109Low-to-mid
RIVER
TERRACE
Cromwell
FY22-FY2317--152-1753%20Mid-to-premium
BRIDESDALE
FARM
Queenstown
FY2414913792%--1212-6Low-to-mid
LONGREACH
Cooks Beach
FY2216315293%11--11100%4Mid-to-premium
TOTAL
7,4271,17516%4186815,1536,25231%2,669
RETIREMENT
Various
FY24-FY27917----917917-1,326Premium
SUNFIELD
OTHER
Auckland
FY26236----236236-444Commercial
OTHER
FY22-FY254038%
1017103730%93Commercial
GRAND TOTAL
8,6201,17814%4286986,3167,44227%4,532
WINTON’S DEVELOPMENTS
50
50 % presold is by unit as at 15 November 2021 and is combined with properties settled between 1 July and 15 November 2021.
WINTON PRODUCT DISCLOSURE STATEMENT33

COMMUNITYCONTRACT
PRICE
(INCL. GST)
FORECAST
SETTLEMENT
DEPOSITS AND SETTLEMENT PAYMENTS DUE
FY21AFY22FFY23FFY24FY25
SUNFIELD
$80.0MFY25
$10.0M$10.0M$20.0M$20.0M$20.0M
WYNYARD
$76.5MFY23F-$ 7.0 M$69.5M--
AVON LOOP
$34.7MFY23F-$3.2M$31.5M-
TOTAL
$191.20M$10.0M$20.2M$121.0M$20.0M$20.0M
PAID TO DATE
($20.2M)
($10.0M)($10.2M)---
TOTAL
OUTSTANDING
$171.0M-$10.0M$121.0M$20.0M$20.0M
Deposits payable by Winton and forecast settlement by community
Winton has deposits payable, and settlements forecast, in relation to its acquisition of a number of its
communities as set out in the table below. Winton intends to fund these deposits and settlements out of
retained earnings consistent with Winton’s proposed conservative capital structure.
WINTON PRODUCT DISCLOSURE STATEMENT34

The Northlake development project includes residential
lots, dwellings, townhouses, a Northbrook retirement village
(including Care Suites), apartments, commercial tenancies,
and a retail precinct and the Northlake Village Centre. These
developments are being undertaken through six distinct
projects detailed below.
NORTHLAKE
NORTHLAKE KEY INFORMATION
LOCATION
Wanaka
ACQUISITION DATE
2014
TARGET SETTLEMENT PERIOD
FY22 TO FY26
TOTAL UNITS / GDV
/ PRE-SOLD
511 UNITS / $429M / $113M
RESIDENTIAL LOTS / GDV
/ PRE-SOLD
271 UNITS / $178M / $72M
DWELLINGS, TOWNHOUSES
AND APARTMENTS
/ GDV / PRE-SOLD
101 UNITS / $99M / $41M
RETIREMENT VILLAGE UNITS
/ GDV

/ PRE-SOLD
124 UNITS / $141M / -
COMMERCIAL / GDV

/ PRE-SOLD
15 UNITS / $11M / -
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
Northlake is a masterplanned residential community located on a 108
hectare parcel of land in Wanaka. This property was rezoned to residential
in December 2015. Northlake is located a few minutes’ drive from the
Wanaka town centre and is within walking distance of numerous schools.
Northlake Residential Land
394 residential lots have been developed and settled in
the Northlake community as at 30 June 2021. Bulk earthworks
f
or all future residential stages are complete with civil
works underway.
Settlements of these r
esidential lots will occur progressively
following their completion, with settlements targeted for
FY22 to FY25. There are currently 271 units remaining with
a GDV of $178.
Northlake Dwellings
58 dwellings have been constructed and settled as at
30 June 2021, with a further 49 residential dwellings to be
c
onstructed at Northlake with a GDV of $39m. These homes
are a mixture of single storey and two storey detached and
duplex style dwellings.
Settlements of these residential dwellings will occur
progressively following their completion, with the target
settlement period being FY22 to FY23.
WINTON PRODUCT DISCLOSURE STATEMENT35

Northlake Townhouses
‘High end’ two-level residential townhouses are to be
constructed adjacent to the Northlake Village Centre.
These are currently in design and require resource consent
bef
ore construction of 27 target units with a GDV of
$43m can get underway. Lodgement of this consent occured
in Oct
ober 2021, with settlements targeted for FY23 to FY24.
Northbrook Wanaka
Winton has received resource consent to develop a 124-unit
retirement village with a GDV of $141m. This will consist of
100 Independent Living Units and 24 Care Suites, a clubhouse
and amenity building for social and active recreation and a
main entry building with offices, staff room, kitchen, and back
of house facilities for administration purposes. Construction
will commence upon receipt of building consent which is
currently being prepared, with a target settlement period of
FY24 to FY26.
Northlake Commercial and Apartments
Winton has begun construction on a commercial and
apartment precinct located within vicinity to the Northlake
Village Centre. It will comprise 25 apartments and 6
commercial units with a GDV of $16m and $6m respectively.
Settlement of FY23 is targeted.
Northlake Village Centre
The Northlake Village Centre, comprising a gastro pub /
restaurant, childcare facility and an eight tenancy two storey
office building, was completed in 2018 and is trading.

The childcare facility has been sold and has settled.
Nine units remain with a GDV of $5m and a near-term
settlement period of FY22 is tar
geted.
WINTON PRODUCT DISCLOSURE STATEMENT36

The private plan change to rezone the property to
residential (which became operative in July 2018) allows
the development of over 1,659 residential lots, a commercial
precinct and primary school.
The development project includes residential lots and
dwellings, a primary school lot and a commercial precinct,
the Lakeside Village Centre, which consists of office and
retail tenancies, a café / restaurant, childcare facility and
general store with off-street parking and fronting onto a
neighbourhood playground.
LAKESIDE KEY INFORMATION
LOCATION
Te Kauwhata
ACQUISITION DATE
2018
SETTLEMENT PERIOD
FY22 TO FY29
TOTAL UNITS / GDV
/ PRE-SOLD
1,315 UNITS / $379M / $373M
RESIDENTIAL LOTS / GDV
/ PRE-SOLD
1,303 UNITS / $370M / $370M
COMMERCIAL / GDV

/ PRE-SOLD
12 UNITS / $9M / $3M
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
Lakeside comprises a 179 hectare parcel of waterfront development land
located within the ‘Golden Triangle’ of Auckland, Hamilton and Tauranga
and within the identified ‘Strategic Growth Node’ which is the Auckland /
Hamilton southern corridor.
Lakeside Residential
The residential development in Lakeside is well progressed,
with 356 residential lots having settled and earthworks
consent has been granted for all stages of the development.
The resource consent to deliver a further 295 residential lots
and the 3.9 hectare primary school site has been received,
with earthworks complete and civil works progressing.
Following completion of this stage, resource consent will be
sought for further stages of the development so works can

be undertaken progressively.
1,30
3 target units remain with a GDV of $370m and the
target settlement period is FY22 to FY29.
Lakeside Village Centre
Construction has commenced on the Lakeside Village Centre
which will comprise a 1.5 hectare commercial and retail
precinct located at the centre of the Lakeside development,
with 12 target units and a GDV of $9m. Building consent
is being processed for this development and the target
settlement period is FY23 to FY24.
LAKESIDE
WINTON PRODUCT DISCLOSURE STATEMENT37

A ferry service connects Hobsonville Point to the Auckland
central business district with a 25-minute journey time.
Winton entered into a Development Agreement with the
Crown in 2016 to deliver the Launch Bay precinct. Winton has
completed the masterplanning, consenting and subdivision
of the landholding into 24 individual lots. These 24 individual
lots will deliver 346 apartment units, dwellings and Retirement
Village Units.
Launch Bay consists of apartment units, dwellings, and
Retirement Village Units and Winton has several projects
underway for these separate developments. Unlike the

majority of Winton’s developments, Launch Bay will not
include r
esidential lots.
LAUNCH BAY KEY INFORMATION
LOCATION
Auckland
ACQUISITION DATE
2016
SETTLEMENT PERIOD
FY22 TO FY27
TOTAL UNITS / GDV
/ PRE-SOLD
329 UNITS / $464M / $77M
DWELLINGS AND
TOWNHOUSES / GDV
/ PRE-SOLD
29 UNITS / $45M / $28M
APARTMENTS / GDV
/ PRE-SOLD
90 UNITS / $125M / $49M
RETIREMENT VILLAGE UNITS /
GDV

/ PRE-SOLD
210 UNITS / $293M / -
The Launch Bay precinct in Hobsonville (Auckland) has been designed
around an historic parade oval which forms the centrepiece of the project,
along with four heritage officers’ houses and an historic seaplane hangar.
LAUNCH BAY
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
WINTON PRODUCT DISCLOSURE STATEMENT38

The Marlborough
Construction for the Marlborough six-storey apartment
building located at the heart of the Launch Bay precinct
commenced in 2020. The development consists of 39
apartment units (with a mix of one, two and three bedroom
units), all of which are pre-sold, at a GDV of $24m.

The settlement period is targeted for FY22.
The Ovation
Construction for this development commenced in 2020,
involving a six-storey apartment building and two townhouses
located on the edge of the Launch Bay precinct overlooking
the Waitemata Harbour. The GDV for this development is
$43m and consists of 21 units. These units are a mix of one,
two and three bedroom ‘high end’ apartment units, plus two
four bedroom townhouses. The settlement period is targeted

for FY23.
Launch Bay Townhouse and Apartments
29 units are to be developed at a GDV of $45m, consisting
of 25 townhouses and a four-storey apartment building
(comprising four apartments) each enjoying water views
and located immediately adjacent to the Central Oval. A mix
of three and four bedroom townhouses each with a double
garage and four full-floor two bedroom apartment units.
Construction commenced in 2021, with the target settlement
period in FY23 to FY25.
Jimmy’s Point
Jimmy’s Point was launched to the market in October 2021,
with construction to commence in early 2022. It will consist
of a six
-storey apartment building of 30 units (including a mix
of one, two and three bedroom ‘high end’ apartment units)
at a GDV of $59m. Located above the Jimmy’s Point Reserve,
the development enjoys views of the Waitemata Harbour and
beyond. The settlement period is targeted for FY24 to FY25.
Northbrook Launch Bay
A 210-unit retirement village with a GDV of $293m will be
constructed upon receipt of building consent (contingent on
a variation to the resource consent which is currently held).
The retirement village will consist of 168 Independent Living
Units and 42 Care Suites, a clubhouse and amenity building
for social and active recreation and a main entry building with
offices, staff room, kitchen, and back of house facilities for
administration purposes.
Northbrook Launch Bay will include the construction of a

15 storey tower, the tallest tower within Hobsonville, which
will enjo
y uninterrupted views of the Waitemata Harbour
and beyond.
T
he settlement period is targeted for FY25 to FY27.
WINTON PRODUCT DISCLOSURE STATEMENT39

Winton was advised on 19 November 2021 by Kāinga Ora
that the project was not accepted for assessment as a
potential Specified Development Project under s29 of the
Urban Development Act, and that a partnership with Kāinga
Ora as anticipated by that Act may add complexity and
uncertainty to a project that generally appears well suited
to the traditional Resource Management Act pathway.
Following this advice, Winton has engaged with the relevant
Ministers’ offices and requested that the Ministers use their
directive powers under s29 of the Urban Development Act
to insist that Kāinga Ora consider Sunfield under the Urban
Development Act.
Residential development has occurred along the entire
western and southern boundaries of the property, and
development of the property is the logical extension of

the urban intensification in this area of Auckland.
Upon c
ompletion Sunfield will comprise: a community
designed to enable ‘car-less’ living, 3,643 healthy homes,
250,000 sqm of employment, healthcare and education
buildings, a 4 hectare town centre, 2 schools, a further 6
retail hubs located throughout the community, permanent
employment opportunities for over 11,000 people, 22.8
hectares of open spaces, green links, recreation parks and
reserves and ecological offsets, an extensive restoration and
native planting of the core stream and wetland network, the
establishment of the Sunfield renewable solar energy network
for the community and the Sunbus autonomous electric
shuttle fleet.
SUNFIELD KEY INFORMATION
LOCATION
Auckland
ACQUISITION DATE
2020
SETTLEMENT PERIOD
FY26 TO FY39
TOTAL UNITS / GDV
/ PRE-SOLD
3,879 UNITS / $1,735M / -
RESIDENTIAL LOTS / GDV
/ PRE-SOLD
3,643 UNITS / $1,291M / -
COMMERCIAL / GDV

/ PRE-SOLD
236 UNITS / $444M / -
Winton has contracted to purchase a 200 hectare parcel of land located
in Ardmore in the south of Auckland. Sunfield sits between the rapidly
urbanising and expanding neighbourhoods of Takanini and Papakura,

with Ardmore Airport to the east.
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
SUNFIELD
WINTON PRODUCT DISCLOSURE STATEMENT40

Sunfield Residential
Sunfield has been developed based on the concept of a
‘15-Minute Sustainable Neighbourhood’, which serves as an
organising principle for urban development and urban life.
It is designed to provide residents access to most, if not all,
resident needs within a short walk or bike ride from their
home. In addition, without the requirement for extensive
roading and individual garaging in the development, more
space is freed up for warmer, drier homes in Sunfield.
3,643 lots are planned and remaining for this development
at a GDV of $1,291m. Given the size and stage of the
development, target settlement is not until FY27 to FY39.
In October 2021, Winton lodged the Sunfield Specified Development
Project Application with Kāinga Ora, under the Urban Development Act
legislation. This application comprises both the residential and commercial
projects within this development.
Sunfield Commercial
Sunfield supports a shift away from travel and dependence on
private motor vehicles by providing local social, recreational,
education, and employment opportunities close to, or within,
residential areas. Sunfield will accommodate an increased

‘working from home’ option for its residents with shared
fle
xible working spaces.
The approximate 250,000 sqm of employment, healthcare
and education buildings, a four hectare town centre, two
schools and a further four retail hubs located throughout the
community is expected to create significant employment
opportunities.
Winton is targeting 236 lots with a GDV of $444m for the
commercial land part of the Sunfield development, and target
settlement is to occur earlier in FY26.
WINTON PRODUCT DISCLOSURE STATEMENT41

Northbrook Wynyard Quarter will include 162 Independent
Living Units and 36 Care Suites, a clubhouse and amenity
building for social and active recreation and a main entry
building with offices, staff room, kitchen, and back of house
facilities for administration purposes.
The Wynyard Quarter residential apartment development
will include a mix of one, two and three bedroom ‘high end’
apartment units, providing residents with easy access to
Auckland’s famous waterfront.
WYNYARD QUARTER KEY INFORMATION
LOCATION
Auckland
ACQUISITION DATE
2021
SETTLEMENT PERIOD
FY27
TOTAL UNITS / GDV
/ PRE-SOLD
260 UNITS / $578M / -
APARTMENTS / GDV
/ PRE-SOLD
62 UNITS / $167M / -
RETIREMENT VILLAGE UNITS
/ GDV / PRE-SOLD
198 UNITS / $411M / -
Winton’s Wynyard Quarter development project consists of a 198 unit
retirement village at GDV of $411m, and a 62 apartment residential development
at GDV of $167m. Construction will commence on both projects upon receipt
of the building consent and resource consent with settlement targeted for the
apartments in FY26 and the retirement village in FY27.
NORTHBROOK:
NORTHBROOK WYNYARD QUARTER
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
WINTON PRODUCT DISCLOSURE STATEMENT42

Northbrook Avon Loop will include 139 Independent Living
Units and 48 Care Suites, a clubhouse and amenity building
for social and active recreation and a main entry building with
offices, staff room, kitchen, and back of house facilities.
The Avon Loop residential apartment development will
include a mix of one, two and three bedroom ‘high end’
apartment units, on an approximately 14,000 sqm site that
sits adjacent to a substantive urban realm upgrade, allowing
for connection to the Christchurch CBD and the extensive
public network along the Avon River.
AVON LOOP KEY INFORMATION
LOCATION
Christchurch
ACQUISITION DATE
2021
SETTLEMENT PERIOD
FY25 TO FY26
TOTAL UNITS / GDV
/ PRE-SOLD
243 UNITS / $294M / -
APARTMENTS / GDV
/ PRE-SOLD
56 UNITS / $79M / -
RETIREMENT VILLAGE UNIT
/ GDV / PRE-SOLD
187 UNITS / $215M / -
Our Avon Loop development project includes a 187 unit retirement village
at a GDV of $215m and a 56 residential apartment development at a GDV of
$79m located on the edge of the Avon River in Christchurch. Construction will
commence on both projects upon receipt of the building consent and resource
consent with settlement targeted for between FY25 and FY26.
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
NORTHBROOK:
NORTHBROOK AVON LOOP
WINTON PRODUCT DISCLOSURE STATEMENT43

NORTHBROOK ARROWTOWN KEY INFORMATION
LOCATION
Arrowtown
ACQUISITION DATE
2016
SETTLEMENT PERIOD
FY25 TO FY27
RETIREMENT VILLAGE UNITS
/ GDV / PRE-SOLD
198 UNITS / $266M / -
Northbrook Arrowtown comprises a 198 unit retirement village situated on an
approximately 15 hectare parcel of development land located in Arrowtown,
next to the Millbrook Resort and alongside a waterfall and creek.
NORTHBROOK
ARROWTOWN
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021).
The development consists of 162 Independent Living Units and
36 Care Suites, a clubhouse and amenity building for social and
active recreation and a main entry building with offices, staff
room, kitchen, and back of house facilities.
WINTON PRODUCT DISCLOSURE STATEMENT44

AYRBURN FARM KEY INFORMATION
LOCATION
Arrowtown
ACQUISITION DATE
2017
SETTLEMENT PERIOD
FY24 TO FY25
TOTAL UNITS / GDV
/ PRE-SOLD
36 UNITS / $117M / -
RESIDENTIAL LOTS
/ GDV / PRE-SOLD
29 UNITS / $80M / -
COMMERCIAL
/ GDV / PRE-SOLD
7 UNITS / $37M / -
Ayrburn Farm comprises an approximately 42 hectare parcel of development
land located in the Arrowtown and Lake Hayes basin, adjacent to the Millbrook
Resort and Waterfall Park, as well as being in close proximity to the Akarua and
Amisfield wineries, and the Arrowtown township.
AYRBURN FARM
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021).
Ayburn Farm will consist of residential lots and the Ayrburn
Domain restaurant precinct consisting of three restaurants/
bars, a café/bakery, a cellar door, and office building, and a
function venue.
WINTON PRODUCT DISCLOSURE STATEMENT45

BEACHES KEY INFORMATION
LOCATION
Coromandel Peninsula
ACQUISITION DATE
2013
SETTLEMENT PERIOD
FY22 TO FY24
TOTAL UNITS / GDV
/ PRE-SOLD
272 UNITS / $119M / $62M
RESIDENTIAL LOTS
/ GDV / PRE-SOLD
271 UNITS / $109M / $62M
HOLIDAY PARK / GDV
/ PRE-SOLD
1 UNIT / $10M / -
Matarangi is a small town on the Coromandel Peninsula. Winton is developing an
86 hectare parcel of development land into residential lots and a holiday park.
BEACHES
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
All residential stages of Beaches are fully consented and
appropriately zoned, with stages 1-4 completed and stages
5-8 under construction.
WINTON PRODUCT DISCLOSURE STATEMENT46

NORTH RIDGE KEY INFORMATION
LOCATION
Cessnock, NSW
ACQUISITION DATE
2014
SETTLEMENT PERIOD
FY22 TO FY25
RESIDENTIAL LOTS
/ GDV / PRE-SOLD
357 UNITS / $109M / $40M
North Ridge comprises an approximately 121 hectare parcel of development
land located in Bellbird, a suburb of Cessnock in the Hunter Valley in
New South Wales.
NORTH RIDGE
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
The site comprises three parcels: a 36 hectare block which
has been zoned for residential use; a 63 hectare block
zoned as environmental land (not to be developed); and
a 22 hectare block which is accessed by the neighbouring
mining company to complete rehabilitation in preparation
for development.
WINTON PRODUCT DISCLOSURE STATEMENT47

RIVER TERRACE KEY INFORMATION
LOCATION
Cromwell
ACQUISITION DATE
2018
SETTLEMENT PERIOD
FY22 TO FY23
RESIDENTIAL LOTS
/ GDV / PRE-SOLD
17 UNITS / $20M / $5M
BALANCE LOT
/ GDV / PRE-SOLD
1 UNIT / $11M / $11M
River Terrace is a residential development project located in Cromwell,
Central Otago.
RIVER TERRACE
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021). Pre-sales as
at 30 September 2021.
Subdivision consent has been obtained for 17 large lifestyle
blocks sized between 1.3-3.9 hectares each. Winton also owns
an additional 13.2 hectare lot to the north of River Terrace,
which has been unconditionally sold for $10,500,000 plus
GST and will settle in FY22.
Civil works and landscaping are currently underway, and two
dwellings are being constructed to be offered to the market
as house and land packages. Building consents for the two
dwellings have been lodged and works will commence upon
their receipt.
WINTON PRODUCT DISCLOSURE STATEMENT48

BRIDESDALE FARM KEY INFORMATION
LOCATION
Queenstown
ACQUISITION DATE
2015
SETTLEMENT PERIOD
FY24
RESIDENTIAL LOTS
/ GDV / PRE-SOLD
12 UNITS / $6M / -
BALANCE LOT / GDV
/ PRE-SOLD
1 UNIT / $1M / -
Bridesdale Farm is a residential masterplanned community located in Lake
Hayes Estate, Queenstown. 136 residential lots and one commercial lot have
been developed by Winton and settled.
BRIDESDALE
FARM
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021).
Two district plan review processes are underway to rezone
the balance of the land to a mix of low density residential to
accommodate 11 residential lots and open space to enable
recreation activities. An application for a building platform

on two balance lots is currently on hold pending the outcome
of the open spac
e zoning discussions with Council.
WINTON PRODUCT DISCLOSURE STATEMENT49

LONGREACH KEY INFORMATION
LOCATION
Cooks Beach, Coromandel
ACQUISITION DATE
2015
SETTLEMENT PERIOD
FY22
RESIDENTIAL LOTS
/ GDV / PRE-SOLD
11 UNITS / $4M / -
STATUS
Completed and settled between
30 June 2021 and the date of
this document
Longreach comprises an approximate 23 hectare parcel of land located
adjacent to the picturesque Purangi Estuary in the coastal town of Cooks Beach,
Coromandel, which is located just over two hours’ drive from Auckland.
LONGREACH
Note: unit numbers and GDV in the table above are displayed as
remaining values (yet to be settled as at 30 June 2021).
As at the date of this document, all works have been
completed, and all of the residential lots have settled.
The table below shows lots which were yet to settle as
at 30 June 2021.
WINTON PRODUCT DISCLOSURE STATEMENT50

Winton’s Environmental and Social Focus
Environmental
Winton must develop and build to adapt to the physical
risks of climate change. The increased frequency of weather-
related events, namely flooding in New Zealand, is a challenge
we must prepare for.
We must also do our part to reduce our emissions profile
over time in alignment with the global need to limit global
warming by 1.5°C.
Onsite
Winton must consider environmental risks and enhancement
at every part of the development process, from site selection
to consenting plans and implementation. In Winton’s
masterplanned communities, amenity and recreational space,
and nature access are key focuses during site selection and
design. Sites with natural features that can be protected,
enhanced, or completely restored are favoured. These
features provide the opportunity within a development
for flourishing fauna and flora and rich biodiversity, which
positively benefit residents within the community. These
natural features within our developments include wetlands,
waterways and native vegetation.
At Lakeside we are creating a significant wetland to support
healthy ecological and biosecurity outcomes and attract
birdlife like the Mātātā (Fernbird) wetland bird symbolised in
the Lakeside logo.
At Waterfall Park, substantial revitalisation steps were
implemented to improve stream health, birdlife, and
biodiversity. Steps include stock exclusion fencing to reduce
runoff, riparian planting along Mill Creek with ~6,000 native
shrubs and grasses and extensive bank stabilisation.
We use the most qualified ecologists possible to advise
on environmental considerations, and proactive measures
to protect and enhance these features and the associated
wildlife habitat.
During site development and construction, Winton adopts
best practice industry standards concerning environmental
controls and stormwater management.
Looking ahead, Winton will adopt the requirements under
the Task Force on Climate-Related Financial Disclosures to
disclose more detail on the risks and opportunities for our
business and how different global warming scenarios would
impact our strategy.
Winton has a strong focus on environmental and social impacts, adopting best practice
industry standards concerning environmental controls, and engaging iwi and councils in
order to produce developments that meet the needs of New Zealand.
WATERFALL PARK
WINTON PRODUCT DISCLOSURE STATEMENT51

Social
Winton prides itself on the strong relationships it has
established with key stakeholders, including local councils
and Kāinga Ora, over time. Winton works together with these
stakeholders to create much-needed housing, and diverse
and thriving neighbourhoods.
As part of any due diligence process, rezoning and
consenting process, Winton prioritises early engagement
with respective iwi and local mana whenua to understand the
site’s specific cultural history and significance. At Lakeside,
we worked with each of Ngā Muka and Waikato-Tainui
to understand iwi concerns about the development of a
culturally significant site and addressed them accordingly,
resulting in a beneficial partnership of mutual trust and
respect. Incorporated into our design at Lakeside is a shared
community space known as the Iwi Reserve, street names
reflecting the history of the site and a planned cultural statue.
More broadly, we have worked with iwi on a number of
issues including wastewater improvements, natural waterway
improvements, wetland protection and housing.
While Winton is a relatively small team, it works with many
contractors on each site to develop the land and construct
homes and commercial spaces. We conduct a non-price
attributes assessment to reflect historical performance in
areas like health and safety and environmental conduct
during the tender process to select contractors.
On all sites, there is a strong culture of health and safety.

Each site has a site-specific safety plan with contractors
r
eporting against the plan on a regular basis. Incident
reporting (including near-miss reporting) is strongly
encouraged and is adopted by Winton’s contractors.

This reporting provides a useful tool for open discussion
on health and safety issues and continual improvements
onsit
e to processes and methodology.
LAKESIDE OPEN SPACE
DEVELOPMENT - ENHANCED
Lakeside, Te Kauwhata
05
REV E
11 / 08 / 2021
CONCEPTUAL PLAN 1
1:5000 at A3
01. Wetland Area
1a. Riparian Margin Planting
02.Existing Stormwater Treatment
Ponds
03.Existing Waste Water Pump Station
04. Open Space / Recreation Areas
05. ‘Meadow’ Areas
06. Existing Grove of Oak Trees /Natural
Play Zones
07. Boardwalk Connections
08. Island Forms within Marshland
09. Proposed Flood Pump
10. Viewing Platform
11.Existing Trees
12. Parking Areas
13. Proposed Playground
14. Viewing Berm
KEY
CONCRETE FOOTPATH
GRAVEL WALKWAY
BOARDWALK
CULTURAL MARKER ~
02
02
03
03
04
04
06
07
07
07
08
10
11
12
14
05
04
04
04
04
01
1a
1a
1a
13
13
09
LAKE WAIKARE
IWI RESERVE
New Primary
School
RECREA
TION

RESER
VE
Neighbourhood
Centre
Subject to consent from Waikato District
Council and Waikato Regional Council
LAKESIDE
TE KAUWHATA
WINTON PRODUCT DISCLOSURE STATEMENT52

Sustainable development goals
While Sunfield positively contributes to the majority of
the Sustainable Development Goals set out in the United
Nations 2030 Agenda for Sustainable Development, the
following goals are those that Sunfield will contribute to
in a more material way.
Goal 3:
Good Health and
Wellbeing
Goal 9:
Industry,
Innovation and
Infrastructure
Goal 7:
Affordable and
Clean Energy
Goal 11:
Sustainable Cities
and Communities
Goal 8:
Decent Work
and Economic
Growth
Goal 13:
Climate Action
Sunfield combines environmental
and social benefits
Sunfield is a new approach to urban living that results in
combined environmental and social benefits. Roads are
replaced with shared green spaces, planting and housing,
with solar energy powering the community. With 3,643
homes, it will deliver critical supply at a time when there
is an acute housing shortage in New Zealand without
overburdening existing infrastructure.
To enable this new sustainable way of living, Winton has
designed a community based on the urban design principle
of a 15-minute neighbourhood, where residents can live and
work locally. Most day-to-day needs will be met within a
15-minute walk or bike from home, including employment
opportunities, education, recreation, retail, and convenience.
In addition to increasing the housing supply, there are many
health benefits for residents from living locally, more active
transport options, less commutes and removal of gas used

in homes, in turn improving health outcomes.
B
y nearly eliminating personal cars, Sunfield will aid
New Zealand’s climate ambitions by significantly reducing
emis
sions from car use, enabling solar throughout the
community, and excluding gas connections. The flow on
social benefit is a lower cost way of living for residents.
Visit Winton’s website to read more about Sunfield:
winton.nz/sunfield
WINTON PRODUCT DISCLOSURE STATEMENT53

Directors and Senior Managers
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.
Julian has over 20 years’ experience in
corporate finance and retirement living.
Prior joining Winton, Julian spent the
last 11 years at Summerset Group,
including seven years as CEO. Prior to
2010, Julian was an Associate Director
with Macquarie Group for over 12 years,
gaining significant experience in the
energy, industrial services, tourism, and
aged care sectors.
Julian is currently chair of Sky City
Entertainment Group and a director

of WEL Networks.
Chris Meehan
Chair and Chief
Executive Officer
Associate Diploma in Business
(Property Valuation)
Appointed 19 June 2017
Chris leads Winton’s strategy
and operations.
A f
ounding principal and CEO 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.
Michaela Meehan
Executive Director
MSc (Economics and Business
Administration)
Appointed 19 June 2017
Michaela has overall responsibility
for Winton’s administration and
tr
easury functions.
Michaela is a founding principal

of Winton, and has over 20 years
of corporate, property and
treasury experience.
Michaela w
as a Senior Product
Manager for the Danish brewery
Carlsberg, in Copenhagen, from
1995 and 2001. Michaela was also
a professional sailor for 13 years,
competing at three Olympic Games as
a member of the Danish Sailing Team.
David Liptak
Non-executive Director
BA (Economics)
Appointed 7 July 2017
David is the Founder and Managing
Partner of Spring Street Partners, a
private US-based investment firm
established in 1995, and has over 40
years’ experience in corporate finance,
funds management and investment.
David’s career has included roles
at Bear, Stearns & Co. Inc. and
Oppenheimer & Co. Inc. . In 1992,
David formed West Broadway Partners
Inc., an investment partnership that
ultimately managed more than
US$700m in investor capital.
Glen Tupuhi
Independent Non-
Executive Director
Graduate Diploma in Health
Management
Appointed 24 September 2021
Glen has over 30 years’ experience,
including in health and justice-related
fields.
He has held senior positions in Oranga
Tamariki (formerly CYFS), Corrections,
Health Waikato, Hauora Waikato
and Te Runanga o Kirikiriroa and has
extensive governance experience
representing Ngati Paoa, Hauraki and
iwi Maori.
Anna Molloy
Independent Non-
Executive Director
CFA, BCom (Finance),
BE (Chemical & Materials)
Appointed 24 September 2021
Anna has over 15 years’ experience
working in equity capital markets and
investment management.
Anna is currently an Independent
Director for ANZ New Zealand
Investments Limited and was
previously a Future Director on the
NZX Limited Board.
WINTON PRODUCT DISCLOSURE STATEMENT54

Senior Management Team
Chris Meehan
Chair and Chief
Executive Officer
Associate Diploma in Business
(Property Valuation)
Chris leads Winton’s strategy and
operations.
A founding principal and CEO 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.
Jean McMahon
Chief Financial Officer
BCom (Accounting), BSc
(Statistics), member of CA ANZ
Jean is responsible for managing
Winton’s finance, tax and accounting
functions.
A Chartered Accountant, Jean has
over 17 years of experience in real
estate, finance and investment which
she gained in a variety of roles across
New Zealand, United Kingdom and
Canada. More recently, Jean held the
position of Financial Controller for
Property for Industry Limited – an
NZX listed property company, as well
as McDougall Reidy & Co – a private
property development company.
Jean’s career to date has also included
working for Lloyds Banking Group
(UK) and Abacus Private Equity
(Canada), as well as training as an
auditor with KPMG (New Zealand

and Canada).
Julian Cook
Executive Director and
Director of Retirement
BA, MAF, BSc, MSc
Julian is responsible for leading and
executing Winton’s retirement strategy.
Julian has over 20 years’ experience in
corporate finance and retirement living.
Prior joining Winton, Julian spent the
last 11 years at Summerset Group,
including seven years as CEO. Prior to
2010, Julian was an Associate Director
with Macquarie Group for over 12 years,
gaining significant experience in the
energy, industrial services, tourism, and
aged care sectors.
Julian is currently chair of Sky City
Entertainment Group and a director

of WEL Networks.
Justine Hollows
General Counsel
LLB (Hons)
Justine is the General Counsel
for Winton and is responsible for
the Group’s legal oversight, risk
management and compliance.

In addition to her role as General
C
ounsel, Justine is also the Human
Resources Manager for the Group.

Justine has over 18 years of experience
in law, including property development,
tr
ansactional and leasing work.
Prior to joining Winton, Justine was
Senior Legal Counsel with Auckland
International Airport and she has
previously worked for some of

New Zealand’s top tier law firms
including Bell Gully and Mint
er Ellison.
Michaela Meehan
Executive Director
MSc (Economics and Business
Administration)
Michaela has overall responsibility for
Winton’s administration and treasury
functions.
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 and 2001. Michaela was also
a professional sailor for 13 years,
competing at three Olympic Games as
a member of the Danish Sailing Team.
Duncan Elley
Head of Land Development
BCom (Economics), LLB (Hons)
Duncan is a senior real estate
professional with responsibility for
Winton’s land development projects.
Duncan has more than 18 years of
experience in real estate, finance and
investment management. Prior to
joining Winton, Duncan gained his
extensive real estate transactional
experience with Chenavari Investment
Managers and Capmark Bank Europe
plc in the United Kingdom.
Simon Ash
General Manager
BCom (Economics and Finance)
Simon is responsible for overseeing
Winton’s business operations and
acquisitions.
Simon has over 15 years’ experience
spanning real estate, finance and
investment banking. Prior to joining
Winton, Simon gained much of his
experience at Macquarie Bank, and in a
variety of roles at Brookfield Financial.
James Burgess
Head of Vertical Living
BArch (Hons), New Zealand
Registered Architect
James is an experienced Architect,
responsible for Winton’s Vertical Living
development projects.
James returned to New Zealand in 2015,
bringing with him extensive experience
across a broad range of sectors and
projects in Saudi Arabia, Qatar, China,
Australia and the United Kingdom.
Since then, James’ work has centred
primarily on the creation of successful
mixed use communities – whether in
city centre redevelopment programmes,
or community building residential
developments. With a focus on strategic
outcomes and creative vision, James has
leveraged experience attained within
the United Kingdom ‘Build to Rent’
market, and applied it to both the
Australian and New Zealand sectors.
WINTON PRODUCT DISCLOSURE STATEMENT55

Substantial shareholders and relevant interests held by directors
and senior managers.
Substantial shareholders
As at the date of this PDS, the following Shareholders have a relevant interest in 5% or more of the Shares:
SHAREHOLDER AND NATURE
OF RELEVANT INTEREST
NUMBER OF
SHARES
% OF SHARES
Korama Limited is the registered holder of Shares in the Company as the trustee of the Amarok Trust 162,593,00079.0%
Wanaka Partners, LLC is the registered holder and beneficial owner of Shares in the Company28,683,00013.9%
JWAJ Limited is the registered holder of Shares in the Company as the trustee of the Weka Trust14,540,7237.1 %
The following shareholders are likely to have a relevant interest in 5% or more of the Shares immediately following completion
of the Offer, based on a $350 million raise:
SHAREHOLDER AND NATURE
OF RELEVANT INTEREST
NUMBER OF
SHARES
1

% OF SHARES
2

Korama Limited will be the registered holder of Shares in the Company as the trustee of the Amarok Trust162,593,00054.8%
TC Akarua Sub Trust will be the registered holder of Shares in the Company51,453,56417.3%
Wanaka Partners, LLC will be the registered holder and beneficial owner of Shares in the Company28,683,0009.7%
JWAJ Limited will be the registered holder of Shares in the Company as the trustee of the Weka Trust 20,972,4197.1 %
Shareholdings held by directors and senior managers
The table below sets out the equity securities in Winton that the directors and senior managers of Winton have an interest
in prior to the Offer (at the date of the PDS) and will likely have an interest in immediately following completion of the Offer, based
on a $3
50 million raise:
DIRECTOR OR
SENIOR MANAGER
NATURE OF RELEVANT INTERESTPRIOR TO THE OFFER
IMMEDIATELY FOLLOWING
THE OFFER
3
NUMBER OF
SHARES
% OF SHARES
NUMBER OF
SHARES
% OF SHARES
4

CHRIS MEEHAN
Beneficial owner of shares held by Korama
Limited as the trustee of the Amarok Trust
162,593,00079.0%162,593,00054.8%
MICHAELA MEEHAN
DAVID LIPTAK
20% or more interest in Wanaka Partners, LLC,
resulting in David being deemed to have the
same relevant interests in the Shares as Wanaka
Partners, LLC described in the substantial
shareholders table above
28,683,00013.9%28,683,0009.7%
JULIAN COOK
Registered holder and beneficial owner1,286,6400.4%
SIMON ASH
Registered holder and beneficial owner
5
235,4010.1%
JEAN MCMAHON
Registered holder and beneficial owner
5
156,9340.1%
JUSTINE HOLLOWS
Registered holder and beneficial owner
5
156,9340.1%
WINTON PRODUCT DISCLOSURE STATEMENT56

Notes:
1. Each of these Shareholders is also subject to escrow terms which restrict the sale of their Shares. Because the escrow
restrictions may be waived with the permission of Winton, the non-interested Directors, NZX and, in the case of Korama Limited,
the TC Akarua Sub Trust, each of those parties may be viewed as having a relevant interest in the relevant Shares of each
Shareholder.
2.
Based on there being 296.6 million Shares on issue, which assumes the Offer is fully subscribed with 90 million new Shares being
issued, plus 205.8 million Shares held by existing shareholders and not offered under the Offer and 0.75 million Shares offered
concurrently with the Offer to selected employees Shares in recognition of their past service to Winton.
3.
Directors and senior managers are permitted to acquire Shares under the Offer. The interests in Shares expected to be held
immediately following the Offer reflect the intentions of the directors and senior managers at the date of the PDS in relation to
their acquisition of Shares under the Offer. Other directors and employees may participate in the Offer and disclosure will be
made to the NZX Main Board and ASX in respect of such director and/or employee participation.
4.
T
he percentages in this table are calculated assuming there are 296.6 million Shares on issue, which assumes the Offer is fully
subscribed with 90 million new Shares being issued, plus 205.8 million Shares held by existing shareholders and not offered
under the Offer and 0.75 million Shares offered concurrently with the Offer to selected employees Shares in recognition of their
past service to Winton.
5.
See also the interests that the senior managers and certain directors will have, immediately after the Offer, in the options to be
issued under the LTI Plan as set out immediately below.
Options to acquire securities of issuer
A new long-term incentive plan (the LTI Plan) is being implemented for selected employees in conjunction with this Offer to
incentivise and retain those employees. Under the LTI Plan, participants will be granted options and will not be required to pay for
such options. Each option will give the participant the right to acquire one Share, subject to the participant remaining employed at
the relevant vesting date, at the Issue Price. The exercise price will not be adjusted for any dividends paid by Winton.
The Board has approved an initial grant of options as set out in the following table, conditional on the allotment of Shares under
the Offer.
NAME OF
RECIPIENT
NUMBER OF
OPTIONS
EXERCISE PRICEVESTING DATEEXPIRY DATE OF OPTION
SIMON ASH
514,536
$3.8870
Four years from the date of issue
12 months after the end of

the relevant vesting date
514,536Seven years from the date of issue
514,53610 years from the date of issue
JEAN MCMAHON
300,146
$3.8870
Four years from the date of issue
12 months after the end of

the relevant vesting date
300,146Seven years from the date of issue
300,14610 years from the date of issue
JUSTINE HOLLOWS
300,146
$3.8870
Four years from the date of issue
12 months after the end of

the relevant vesting date
300,146Seven years from the date of issue
300,14610 years from the date of issue
The Board expects to make an offer of up to 2,675,582 options to additional employees shortly after lodgement of the PDS, such offers
to be on substantially similar option plan terms to those set out in the table above.
WINTON PRODUCT DISCLOSURE STATEMENT57

In addition, a grant of options has been made to Julian Cook, an Executive Director. Mr Cook will not be required to pay for such
options. 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 Issue Price. The exercise
price will be adjusted for any dividends paid by Winton.
The Board has approved a grant of options to Mr Cook as set out in the following table, conditional on the allotment of Shares
under the Offer.
N0AME OF
RECIPIENT
NUMBER OF
OPTIONS
EXERCISE PRICEVES
TING DATEEXPIRY DATE OF OPTION
JULIAN COOK
5,145,356$3.887010 years from the date of issue
12 months after the end
of the vesting date
Subject to the NZX Listing Rules, the Board may make further grants of options following the Offer.
Other equity securities of the Company
Under the Constitution, any other class of equity securities of Winton that ranks equally with, or in priority to, the Shares may be
issued without a special resolution of the holders of the Shares. However, the issue of new equity securities in the Company is
governed by the NZX Listing Rules, which requires the approval by ordinary resolution of the holders of the Shares to the issue of
new equity securities, except in certain circumstances set out in the NZX Listing Rules.
Director remuneration and benefits
The table below sets out the total remuneration and value of other benefits received by each director of the Company during
FY21 and expected to be received in FY22, as well as the nature of the services to which that remuneration, or those other
benefits, relates (other than services provided in a person’s capacity as a director).
DIRECTOR OR PROPOSED
DIRECTOR
TOTAL REMUNERATION AND
VALUE OF OTHER BENEFIT
RECEIVED IN FY21
NA
TURE OF
SERVICES PROVIDED
EXPECTED T
OTAL
REMUNERATION AND VALUE
OF OTHER BENEFITS EXPECTED
TO BE RECEIVED IN FY22
CHRIS MEEHAN
$1,570,500CEO remuneration$1,623,000
-Executive Director and Chair$71,370
MICHAELA MEEHAN
-Executive Director and Chair$42,300
DAVID LIPTAK
-Non-executive Director$42,300
JULIAN COOK
-Head of Retirement$240,000
-Executive Director$42,300
ANNA MOLLOY
-
Independent Director
Chair of Financial, Audit &
Risk Committee and Chair of
Remuneration Committee
$42,300 plus fees for additional
committee Chair roles
GLEN TUPUHI
-
Independent Director
$42,300
The remuneration paid to the directors of Winton in FY22 will be higher than that paid in FY21. This reflects that, as a result of the
listing of Winton on the NZX Main Board and ASX, the directors have increased responsibilities and will be required to devote more
time to the performance of their duties as directors.
The fees for directors of Winton that will apply from listing have been fixed as a total pool of $600,000 per annum.
The directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in
connection with their attendance at Board or shareholder meetings, or otherwise in connection with the Winton’s business.
Winton has granted indemnities, as permitted by the Companies Act and the FMCA, in favour of each of its directors. Winton also
maintains insurance for its directors and officers.
WINTON PRODUCT DISCLOSURE STATEMENT58

Employee remuneration
There were 13 employees or former employees of Winton,
not being directors of the issuer, who, during the most
recent period, received remuneration and other benefits in
their capacity as employees, that in value was or exceeded
$100,000 per annum.
The table below sets out the number of such employees or
former employees in brackets of $10,000:
REMUNERATIONNO. OF EMPLOYEES
$110,000 - $119,999
2
$130,000 - $139,999
1
$160,000 - $169,999
1
$170,000 - $179,999
2
$230,000 - $239,999
2
$250,000 - $259,999
1
$400,000 - $409,999
1
$460,000 - $469,999
1
$480,000 - $489,999
1
$720,000 - $729,999
1
FY22 employee remuneration is expected to be higher than
FY21 as a result of Winton hiring additional employees that
are expected to receive remuneration in excess of $240,000,
although their total remuneration for FY22 remains to be
determined. In addition, selected employees will receive
shares in FY22 under the new LTI scheme outlined on page 57.
Material interests in Winton
Winton has agreed to pay selected employees a bonus
in recognition of their past service to Winton. The bonus
is payable conditional on the allotment of Shares under
the Offer and the amount payable to all of the selected
employees in aggregate is $4.8 million. The bonus will be
satisfied through the issuance of Shares to the selected
employees, with the number of Shares to be issued to
each participant to be determined by dividing the bonus
value allocated to each participant by the Issue Price. If
Winton is obliged to deduct, pay or withhold any relevant
amount of tax (including without limitation, PAYE, KiwiSaver
contributions or any other statutory deduction ordinarily
applying), then the issuance will be made net of these costs.
These shares will be subject to standard escrow conditions
and will not be able to be sold until the the publication

of Winton’s results for FY23.
Although not c
onsidered material interests for either
Winton or the relevant person, Winton notes the following
transactions have been entered into:
1. A Winton subsidiary, Avon Loop Developments Limited, is
the purchaser under a contract to purchase land at Avon
Loop, Christchurch from Avon Hotel Limited. Avon Hotel
Limited’s director, Philip Carter, is an indirect shareholder
of Winton via JWAJ Limited. This transaction is reflected in
the PFI.
2.
A Winton subsidiary, River Terrace Developments Limited,
is the vendor under a contract to sell land at River Terrace,
Cromwell to Carter Group Property Limited or nominee.
Carter Group Property Limited is associated with Philip
Carter, an indirect shareholder of Winton via JWAJ Limited.
This transaction is reflected in the PFI.
3.
A Winton subsidiary, Wynyard Developments Limited,
is the vendor under a contract to sell an apartment at
Beaumont Street, Wynyard to Chris Meehan or nominee.
Chris Meehan is a director of Winton. This transaction has
not been reflected in the pre-sale figures in the PDS as at 15
November 2021 given it was entered into after this date.
Unanimous Board approval and shareholder consent was
obtained for each of the above contracts, on the basis that
they are arms’ length transactions.
Approval and waiver from NZ RegCo
regarding Winton’s Constitution
Under the Overseas Investment Act, ‘overseas persons’
require consent for investments in sensitive New Zealand
assets. Once listed on the NZX Main Board, Winton will be
considered an ‘overseas person’ if:
-
in aggregate, overseas persons own 50% or more of the
Shares, or
- more than 25% of the Shares are held, in aggregate, by
overseas persons that individually own (together with their
associates) 10% or more of the Shares
If an ‘overseas person’ acquires Shares (or other equity
securities) and Winton consequently exceeds either of these
limits (which could occur via on-market transfers without
Winton’s knowledge):
-
that acquisition would constitute an overseas investment in
sensitive assets under the Overseas Investment Act and will
require consent under the Act; and
-
Winton will itself become an ‘overseas person’ and will
require consent for any subsequent acquisitions of sensitive
assets, including sensitive land under the Overseas
Investment Act.
As a residential land developer whose business involves the
acquisition and development of land, becoming an ‘overseas
person’ would impose significant additional cost and
uncertainty on Winton’s business.
WINTON PRODUCT DISCLOSURE STATEMENT59

Accordingly, in November 2021, NZ RegCo granted Winton:
- approval under NZX Listing Rule 8.1.6 to include provisions
in its Constitution which allow the Board to restrict the
transfer of Winton’s securities to ‘overseas persons’ 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 Constitution.
The conditions to these approvals and waiver are that:
-
Winton will be given a non-standard (NS) designation, in
terms of its listing on the NZX Main Board;
-
W
inton must include an outline and explanation of the
relevant provisions in the Constitution in this product
disclosure statement and ensure the Constitution is
disclosed on the Offer Register at https://disclose-register.
companiesoffice.govt.nz/;
-
that an outline and explanation of the relevant provisions in
the Constitution must be set out on Winton’s website and
referred to in each annual report published by Winton; and
-
Winton must obtain approval from NZ RegCo in relation to
the method of sale prior to exercising its power to require
any compulsory sale of Shares on behalf of a shareholder.
Powers of Board under Constitution
To manage the risks of Winton becoming an ‘overseas
person’, the Constitution includes the following specific
provisions:
-

Under clause 3 of the F
ourth Schedule, the Board may
require on request a current, or proposed new, shareholder
to provide information concerning whether they are an
‘overseas person’ under the Overseas Investment Act.
-
Under clause 15.4 and clause 5 to the Fourth Schedule, the
Board may refuse to register a share transfer if:
• the Board considers that it will, or is likely to, cause
the extent of overseas ownership in Winton to exceed a
specified percentage (currently set at 90%, however, the
percentage can be increased by the Board) of the statutory
level at which the number of securities in Winton held by
‘overseas persons’ under the Overseas Investment Act
makes Winton itself an ‘overseas person’, or
• the transferee has not provided satisfactory documentary
evidence on request, with respect to determining whether
the registration of that transfer would cause the extent
of overseas ownership in Winton to breach the relevant
thresholds.
-

Clause 9
.1(a) of the Fourth Schedule allows the Board

to suspend the voting rights attaching to any of Winton’s
sec
urities which the Board determines, after following
the process in the Constitution, have caused the
extent of overseas ownership in Winton to exceed the
r
elevant threshold under the Overseas Investment Act
(Affected Shares).
-
Clause 9.1(b) of the Fourth Schedule allows the Board to
require the sale of Affected Shares, through a method
previously approved by NZ RegCo, if the registered
holder does not sell those securities to a person who is
not an ‘overseas person, within 20 working days, with the
proceeds of the sale (less any costs of sale) being paid to
the registered holder (to the Constitution).
Other governance disclosures
The Board will adopt various board policies and charters
typical for a company listed on the NZX Main Board and listed
as an ASX foreign exempt listing. Following listing, the Board
will have the power to appoint additional directors to the
Board from time to time, in accordance with the NZX Listing
Rules. Any director appointed by the Board must retire
and seek re-appointment at the next Annual Shareholders’
Meeting of Winton in accordance with the NZX Listing Rules.
The Board has agreed that for so long as TC Akarua Sub
Trust retains at least 75% of its stake in Winton following
completion of the Offer, Winton’s Board will use its best
endeavours to procure ongoing Board representation of
TC Akarua Sub Trust. Winton’s constitution also provides a
similar right for TC Akarua Sub Trust to appoint or remove
one director by notice in writing to Winton, although it is
expected that this right will not be exercised and instead the
Board will appoint such director.
WINTON PRODUCT DISCLOSURE STATEMENT60

SECTION 3:
Purpose of the Offer.
The primary purpose of the Offer is for Winton to raise additional equity funding to
accelerate our growth strategy and fund future land acquisition. As Winton expects to
operate with a conservative capital structure, using little to no debt, a further portion of
proceeds are also intended to be applied to repay a project finance debt facility relating

to the Lakeside development, expected to be on or about June 2022. In addition, some
of the pr
oceeds will be used to fund Offer costs. No shares are to be sold by existing
shareholders as part of the Offer.
AMOUNTUSE OF PROCEEDS
$144.6-241.0 MILLION
The primary purpose of this Offer is for Winton to raise additional equity
funding to accelerate its strategy to undertake further and larger development
projects and fund future land acquisitions and development costs
$89.6 MILLION
To repay a project finance debt facility relating to the Lakeside development,
expected to be on or about June 2022
$15.8-19.4 MILLION
To fund Offer costs
$250-350 MILLION
Gross proceeds from the Offer
The minimum amount that must be raised before the Shares are issued is $250 million.
The amount of money that is available to be used to undertake further and larger development projects and fund future land acquisitions and
development costs will differ depending on the total amount that is raised. The use of the money raised under the Offer to repay a project finance
debt facility will not change regardless of the total amount that is raised. The Offer is not underwritten.
WINTON PRODUCT DISCLOSURE STATEMENT61

OFFER OPENS
9 December 2021
OFFER CLOSES
12 December 2021
SETTLEMENT AND ALLOTMENT OF SHARES
17 December 2021
ORDINARY SHARES ARE QUOTED
17 December 2021
EXPECTED COMMENCEMENT OF TRADING ON THE NZX MAIN BOARD
17 December 2021
EARLIEST EXPECTED MAILING OF HOLDING STATEMENTS
by 20 December 2021
EXPECTED DATE OF FIRST DIVIDEND PAYMENT FOLLOWING THE OFFER
September 2023
This timetable is indicative only and the dates may change. Winton reserves the right to vary or extend these dates.
SECTION 4:
Key dates and Offer process.
WINTON PRODUCT DISCLOSURE STATEMENT62

Key terms of the Offer
The table below sets out the terms of the Offer. All Shares are issued on the terms set out in the Constitution (a copy of which
is available on the Offer Register).
OFFER
This is an Offer of 64.3 million to 90.0 million ordinary shares (being 23.7% to 30.4% of the total
Shares on issue immediately following the Offer).
51

KEY DATES
See Section 4 (Key dates and Offer process) for information about the key dates.
STRUCTURE OF THE OFFER
The Offer comprises:
- a Chairman’s List Offer to selected investors nominated by the Company; and
-
an Ins
titutional Offer, which will be an invitation to bid for Shares made to selected Institutional
Investors in New Zealand and Australia.
There is no general public Offer under which you may subscribe for Shares.
ESCROW ARRANGEMENTS
The existing shareholders (Korama Limited, Wanaka Partners, LLC and JWAJ Limited) as well as
TC Akarua Sub Trust have each entered into escrow arrangements under which they have agreed not
t
o sell or otherwise dispose of certain of the Shares held by them prior to the Offer (or immediately
upon completion of the Offer in the case of TC Akarua Sub Trust):
-
In the case of each shar
eholder other than Korama, until Winton releases to NZX its results
announcement for the financial year ended 30 June 2023 in respect of 75% of such Shares,

with the remaining 25% free to be sold at any time.
-

In the case of K
orama, until Winton releases to NZX its results announcement for the financial year
ended 30 June 2023 in respect of 100% of such Shares, and then 90% of such Shares remaining unable
to be sold until the earlier of TC Akarua Sub Trust selling 10% of the Shares it holds on the date of
release of such results announcement and 31 December 2025 (being the fourth anniversary of
c
ompletion of the Offer).
In addition, Winton has agreed to issue Shares to selected employees in recognition of their past
service to Winton. These Shares will be subject to standard escrow conditions and will not be able to
be sold until the publication of Winton’s results for FY23. In each case, the escrow arrangement will
be subject to limited exceptions set out on the Offer Register. 80.6% of the total number of shares on
issue in Winton immediately following completion of the Offer are expected to be subject to escrow
arrangements, based on a $350 million raise.
SECTION 5:
Terms of
the Offer.
51 The total number of Shares on issue immediately following the Offer is assumed to comprise the 64.3 million to 90.0 million Shares
offered under the Offer plus 205.8 million Shares held by existing shareholders and not offered under the Offer and 0.75 million
Shares offered concurrently with the Offer to selected employees Shares in recognition of their past service to Winton.
WINTON PRODUCT DISCLOSURE STATEMENT63

DISCRETION REGARDING
THE OFFER
Winton may withdraw the Offer, or any part of it, at any time before the allotment of Shares. If the
Offer, or any part of it, does not proceed, all relevant Application Monies will be refunded (without
interest) no later than five Business Days after the announcement of the decision to withdraw the
Offer or any part of it.
Winton reserves the right to close the Offer or any part of it early, extend the Offer or any part of
it, accept late Applications, settlement or bids either generally or in particular cases, reject any
Application or bid, or allocate to any Applicant or any bidder fewer Shares than applied or bid for.
Winton reserves the right to refuse any Application or to accept an Application in part only, without
providing a reason. If Winton refuses an Application or accepts an Application in part, the relevant
Application Monies will be refunded no later than five Business Days after the last date on which
Shares are allotted under the Offer. No interest will be paid on any Application Monies that are
refunded.
See Section 11 (How to apply) for further information about Applications and how to apply for Shares.
ALLOTMENTS
Chairman’s List Offer Applicants who do not have a Common Shareholder Number (CSN) or
who do not provide a CSN with their Application will be allocated a CSN at the time of Application.
T
he CSN will be advised at the time the allotment of Shares is confirmed and the associated
Authorisation Code (FIN) will be sent as a separate communication by mail by 20 December 2021.
Shares allocated under the Offer are expected to be allotted on 17 December 2021.
Holding statements are expected to be sent to all successful Applicants by 20 December 2021. No
person accepts any liability should any person attempt to sell or otherwise deal with Shares before a
statement confirming allotment is received.
WHAT YOU NEED TO DO TO
SELL YOUR SHARES ON THE
NZX MAIN BOARD
If you wish to sell your Shares on the NZX Main Board, after confirming your allocation, you must
contact a broker and have a CSN and an Authorisation Code (FIN). Opening a new broker account can
take a number of days depending on the broker’s new client procedures. If you do not have a CSN, you
will be assigned one when you set up an account with a Broker.
If you do not have a FIN, it is expected that you will be sent one as a separate communication by the
Share Registrar. If you have a broker and have not received a FIN by the date you want to trade your
Shares, your broker can obtain one, but may pass the cost for doing so on to you.
If you sell your Shares, you may be required to pay brokerage or other sale expenses. You may
also be liable for tax on the sale of your Shares. You should seek your own tax advice in relation
to your Shares.
NO GUARANTEE
No person guarantees the Shares affected under this PDS. No person warrants or guarantees the
performance of the Shares or any return on any investments made pursuant to this PDS.
Components of the Offer
Chairman’s List Offer
The Chairman’s List Offer is open only to selected investors invited to apply by Winton, in its sole discretion.
Winton will contact those selected investors with instructions about how to apply for Shares. Winton will determine the
number of Shares that these selected investors may apply for, however, the minimum Application amount is 258 Shares.
The Chairman’s List Offer will be made between 9 December and 12 December 2021.
The number of Shares to be offered under the Chairman’s List Offer, and the allocation of Shares to selected investors

who are invited to apply for Shares, will be determined by Winton. There is no assurance that any investor invited to
apply through the Chairman’s List Offer will be allocated any Shares or the number of Shares for which it has applied.
The allocation policy will be influenced by a number of factors which may include the timeliness of any application.
In
vestors invited to apply under the Chairman’s List Offer will be notified by Winton about the success of their application.
WINTON PRODUCT DISCLOSURE STATEMENT64

Institutional Offer
Winton will invite selected Institutional Investors to bid for Shares prior to close of the Offer.
All successful participants in the Institutional Offer will pay the Issue Price for each Share allocated to them.
The number of Shares to be offered under the Institutional Offer, and the allocation of Shares among Institutional Investors that
have bid for Shares will be, or has been, determined by Winton. There is no assurance that any participant in the Institutional Offer
will be allocated any Shares or the number of Shares for which it has bid. The allocation policy will be influenced by a number of
factors which may include the timeliness of the bid by particular bidders.
Allocations have been made to certain Institutional Investors in advance of the lodgement of this PDS, who have committed to
acquire a certain number of Shares at the Issue Price. The Issue Price was determined reflecting arm’s length negotiations and
feedback between and from certain Institutional Investors prior to the lodgement of this PDS.
Listing
Winton expects that trading of the Shares on the NZX Main Board and ASX will commence on 17 December 2021. If admission to
list on the NZX Main Board is denied, the Offer will not proceed. Failure to achieve admission to list on the ASX will not, of itself,
prevent the issue or sale of Shares under the Offer from proceeding.
NZX Main Board Listing
An application has been made to NZX for permission to list Winton and to quote the Shares on the NZX Main Board and all the
requirements of NZX relating to the application that can be complied with on or before the date of this PDS have been duly
complied with. However, NZX accepts no responsibility for any statement in this PDS. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator, regulated under the FMCA.
ASX listing
An application will be made to ASX after the PDS has been lodged on the Offer Register for Winton to be admitted to the official
list of ASX as an ASX Foreign Exempt Listing and for quotation of the Shares on the ASX.
If Winton is admitted to the official list of ASX as a Foreign Exempt Listing, it will need to comply with the NZX Listing Rules (other
than as waived by NZX) but will not need to comply with the vast majority of the ASX Listing Rule obligations. Rather, Winton will
need to comply only with the rules specified in ASX Listing Rule 1.15, which are relatively procedural in nature. Winton will not be
subject to substantive ASX Listing Rule requirements such as the rules on continuous disclosure, periodic reporting, shareholder
approval of share issuances, escrow, transactions with persons of influence and significant transactions.
ASX takes no responsibility for the contents of this PDS or for the merits of the investment to which this PDS relates. The fact that
ASX may admit Winton to the official list of ASX and quote the Shares on the ASX is not to be taken as an indication of the merits,
or as an endorsement by ASX, of Winton or the Shares. The ASX is not a licenced market under the FMCA.
Selling restrictions and further information
This PDS is intended for use solely in connection with the Offer. You can find further information on the Offer Register in relation to
the terms of the Offer, including the Constitution.
WINTON PRODUCT DISCLOSURE STATEMENT65

Key features of the equity securities
All Shares issued under the Offer will be fully paid ordinary shares in Winton which rank equally with each other and all other
ordinary shares in Winton on issue. The key features of the Shares do not differ from those that apply to other ordinary shares
in a company generally.
Dividend policy
Our dividend policy is to target an increasing distribution per share over time within a pay-out ratio of approximately 20-40%
of full-year NPAT. Distributions are intended to be paid semi-annually.
Dividends ar
e declared at the Board’s discretion and depend on our financial performance. The payment of dividends is not
guaranteed, and our dividend policy may change over time. In declaring dividends, Winton must comply with the solvency
test under the Companies Act.
SECTION 6:
Key features of
ordinary shares.
WINTON PRODUCT DISCLOSURE STATEMENT66

7.1 Introduction
These tables provide key financial information about Winton. Full financial statements are available on the Offer Register at https://
disclose-register.companiesoffice.govt.nz/. If you do not understand this financial information, you can seek advice from a financial
advice provider or an accountant.
The Supplementary Financial Information and other financial information is also available on the Offer Register.
This PDS contains prospective financial information (PFI) for FY22F and FY23F (together, the Prospective Period). The PFI is based
on the Board’s assessment of events and conditions existing at the date of this PDS and the accounting policies and assumptions
set out in the Supplementary Financial Information which are available on the Offer Register. The principal assumptions on which
the PFI is based are set out in Section
7. 5 (Overview of prospective financial performance).
PFI by its nature is inherently uncertain. It is a prediction of future events which cannot be assured. It involves risks and
uncertainties, many of which are beyond the control of Winton. The Board believes that the PFI has been prepared with due care
and attention, and considers the assumptions, when taken as a whole, to be reasonable at the time of preparing this PDS. Actual
results are likely to vary from the information presented and variances may be material. Accordingly, neither the Board nor any
other person can provide any assurance that the PFI will be achieved and investors are cautioned not to place undue reliance on
the PFI. You should read the PFI in this PDS in light of the assumptions, and in conjunction with the other information in this PDS
(including in particular the information in Section 8 (Risks to Winton’s business and plans)).
The financial information in this PDS is presented in New Zealand dollars and is rounded the nearest one hundred thousand dollars
(unless otherwise stated), which may result in some discrepancies between the sum of the components and totals within tables,
and also certain percentage calculations.
7.2 Selected financial information
The table of Selected Financial Information contains the following types of financial information:
- Statutory historical financial information as extracted from Winton’s audited financial statements.
-

S
tatutory prospective financial information which presents the PFI on the same basis as that on which Winton intends to report
under NZ GAAP in the future.
-
Pro forma historical financial information which has been derived from the statutory historical financial information, adjusted
for listed company costs. Winton believes this adjustment allows investors to compare the historical financial information
with the PFI.
-

Pr
o forma prospective financial information adjusts the statutory PFI to reflect pro forma adjustments in the first year of the
Prospective Period (FY22F) including the removal of non-recurring transaction costs relating to the Offer and the inclusion
of listed company costs for the period prior to completion of the Offer.
SECTION 7:
Winton’s financial
information.
WINTON PRODUCT DISCLOSURE STATEMENT67

Section 7.10 (Reconciliation of Pro forma EBITDA to Statutory NPAT) and Part C of the Supplementary Financial Information
provide details on the pro forma adjustments to the historical and prospective financial information.
The pro forma historical financial information and the pro forma PFI have been prepared solely for the purpose of inclusion in this
PDS. More information about the pro forma adjustments, the principal assumptions on which the PFI is based, and reconciliations
of pro forma financial information to information prepared in accordance with NZ GAAP, is available in the Supplementary
Financial Information.
Winton intends to raise up to $350 million under the Offer and the Offer is subject to raising a minimum of $250 million.

The prospective financial information is based on the mid-point amount of the Offer being raised ($300 million) which is the
Dir
ectors’ best estimate at the time of lodgement of the PDS.
The FY22F information comprises twelve months forecast trading results for the period ending 30 June 2022. The actual year-
to-date operating results (for the months of July 2021 to September 2021) are known at the date of the PDS and are materially
consistent with the forecasts for those months. Where labelled pro forma, the FY22F period also includes the pro forma
adjustments outlined under the heading Pro forma adjustments in Section 7.10 (Reconciliation of Pro forma EBITDA to

Statutory NPAT).
T
he historical financial information is extracted from Winton’s audited financial statements which are available on the Offer
Register. This document presents historical financial information for Winton for the financial periods ended 30 June 2019 (FY19),
30 June 2020 (FY20) and 30 June 2021 (FY21) (together, the Historical Period). The prospective financial information for the
financial periods ending 30 June 2022 (FY22F) and 30 June 2023 (FY23F) is presented and described in the Supplementary
Financial Information which is available on the Offer Register.
NZ$m
(unless indicated otherwise)
Historical StatutoryForecast Statutory
Selected Financial Information
1
FY19
12 months Ending
30 Jun 2019
FY20
12 months Ending
30 Jun 2020
FY21
12 months Ending
30 Jun 2021
FY22F
12 months Ending
30 Jun 2022
FY23F
12 months Ending
30 Jun 2023
Financial performance
Revenue51.230.81 7 7. 0158.0344.7
Pro forma EBITDA
2 3
12.2(9.1)69.249.01 3 7. 5
Net profit after tax7. 2(11.3)46.129.78.8
Pro forma net profit after tax
4
34.798.8
Balance sheet and cash flow items
Dividends paid
5
--(18.8)-(12.4)
Total assets144.4203.0253.4456.2559.4
Cash and cash equivalents11.01 7. 035.0163.396.3
Total liabilities86.6146.4169.654.669.7
Total debt
6
75.8133.8128.7--
Net cash flows from operating
activities
(41.2)(51.0)84.0(42.3)142.7
Pro forma net cash flows from
operating activities
7
(42.0)142.7
Notes:
1. The selected financial information (excluding any financial information in the selected financial information table that is
identified as being pro forma financial information) is extracted from audited financial statements of Winton for the FY19,
FY20 and FY21 periods. The financial statements and auditor’s reports for these periods are available on the Offer Register.
The prospective financial information for FY22F and FY23F is extracted from the Supplementary Financial Information for
W
inton (and not the financial statements of Winton, from which the selected financial information for FY19, FY20 and FY21
has been extracted). Some line items in the selected financial information include adjustments applied by Winton (denoted
‘pro forma’). For an explanation of pro forma adjustments, please refer to Section 7.10 (Reconciliation of Pro forma
EBITDA to Statutory NPAT) and Part C of the Supplementary Financial Information.
2.

Pr
o forma EBITDA is a non-NZ GAAP measure that includes pro forma adjustments as described in Section 7.10 (Reconciliation
of Pro forma EBITDA to Statutory NPAT).
WINTON PRODUCT DISCLOSURE STATEMENT68

3. FY23F pro forma EBITDA is the same as FY23F EBITDA.
There have been no pro forma adjustments made to
EBITDA in this period.
4.
Pro forma net profit after tax is a non-NZ GAAP measure.
This measure reflects the pro forma adjustments reflected
in pro forma EBITDA. The pro forma operating tax expense
has been adjusted to reflect the tax implications of the pro
forma adjustments. No pro forma adjustment has been
made in relation to Winton’s capital structure as Winton’s
borrowings will remain in place immediately following
completion of the Offer. Winton anticipates that it will
use part of the proceeds raised under the Offer to repay
outstanding borrowings on or before 30 June 2022. A
reconciliation to statutory net profit after tax is included in
Part B of the Supplementary Financial Information.
5. Historically dividends have been paid when excess cash is
available for distribution. Following listing, dividends are
expected to be declared and paid twice yearly following
the release of interim and annual results. The FY23F
dividend reflects the forecast expected payment of the
FY22F final dividend of $3.0 million, the first dividend that
will be paid following the Offer, and the FY23F interim
dividend of $9.4 million. Refer to Section 6 (Key features
of ordinary shares) for further details of the Company’s
dividend policy.
6.

T
otal debt comprises term loans and borrowings, it
excludes lease liability debt. Winton anticipates that it will
use part of the proceeds raised under the Offer to repay
outstanding borrowings on or before 30 June 2022. Total
debt excludes off-balance sheet contractual commitments
in relation to land deposits and purchases, which as
at 30 June 2021 totalled $70.0 million (30 September
2021: $171.1 million). Of the $171.1 million of contractual
commitments as at 30 September 2021, $131.1 million is
forecast to settle in the Prospective Period (and these
payments are included in Winton’s net cash flows from
operating activities) with $20.0 million payable in each of
the financial years ending 30 June 2024 and 2025. Refer
to the Statement of Cash Flows in the Supplementary
Financial Information for further information about the
sources and uses of cash in the Prospective Period.
7.

Pr
o forma cash flows from operating activities is a

non-NZ GAAP measure that comprises net cash flows
from operating activities, adjusted to remove non-recurring
tr
ansaction costs relating to the Offer and include listed
company costs for the period prior to completion of

the Offer.
7.3 How Winton generates revenue
As a residential property developer, revenue is primarily
generated from residential land and property sales. Winton
has one reporting segment but generates revenue from the
sale of various types of property such as residential lots,
dwellings, townhouses and apartment units.
Winton’s revenue is driven by the volume and value of land
and property settled. Volume settled is a function of the
scale and delivery staging of each of Winton’s development
projects and the market demand for these developments.

The value of residential land and property settled is driven
by the sale price for each product within the development
and will v
ary depending on size, type and location of
properties settled, as well as movements in the property
market generally.
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 Winton receives full and
final consideration for the property and transfers over the
certificate of title.
The delivery staging of each of Winton’s development
projects is a function of several site specific factors, including
resource consents, the masterplan for each project, civil
and other infrastructure construction timeframes and sales
strategy. The combination of these factors means that
the volume of land and property settled each year varies
across each of Winton’s projects. In addition, for individual
projects, volume delivered is often not uniform across the
project lifecycle (generally lower volumes are sold when the
project is in ramp-up with higher volumes achieved when the
project is well established). This is not unusual for property
development companies, but it can cause some fluctuation
in earnings and cashflows between years, depending on the
status of each of the projects in the developer’s portfolio.
Winton currently has 29 projects at various stages of
development across its portfolio. As Winton’s property
portfolio expands and matures, the impact of each project

on overall company earnings and cashflows is expected
to moderate.
W
inton’s sales strategy across all of its projects is to seek
pre-sales off the plan (i.e. before development of the stage
commences). Initial pre-sales are often at a price that is at
a moderate discount to the prevailing market, providing
purchasers with a more affordable purchase. This pre-sales
strategy ensures that the project is accepted by the market,
provides Winton with substantial certainty on contracted
revenue for the stage, and decreases the risk associated with
the project and the stage.
WINTON PRODUCT DISCLOSURE STATEMENT69

As development of the project occurs customers (and
potential customers) are able to see the masterplanned
community taking shape. As such, Winton typically sells
smaller and lower margin lots in earlier stages of projects.
Lots sold during the later stages of Winton’s projects
are typically sold, subject to market conditions, at higher
prices and completed with higher margins reflecting shared
infrastructure constructed at earlier stages, with later stage
lots also typically being larger in size.
Key drivers of Winton’s financial performance can be found in
Section 1 (Key information summary).
7.4 Overview of historical financial
performance
This section provides an overview of the pro forma historical
financial performance of Winton and should be read in
conjunction with the ‘Selected Financial Information’ table

in Section 7.2 (Selected Financial Information).
FY20 financial performance relative to FY19
From FY19 to FY20, Winton revenue decreased by 39.9%
($20.4 million) from $51.2 million to $30.8 million. This was
driven by:
-
a 55.6% decrease in volume of units settled in FY20.
This decrease was primarily driven by timing impacts
as
sociated with two of Winton’s major multi-stage
projects (Lakeside and Northlake). Whilst the Lakeside
project commenced settlements in FY20 (there were
no settlements in FY19) this increase in volume did not
offset the impact of the Northlake project which settled
multiple stages in FY19 versus only one stage settling in
FY20 (consistent with Northlake’s construction schedule).
In addition, the Beaches project did not settle any units
in FY20, with no stages reaching practical completion,
although this project is much smaller than Lakeside

and Northlake.
Offset b
y:
-
a 35.2% increase in the average value of units settled, which
reflects the net impact of two key drivers. Firstly, a shift in
product mix toward dwellings which attract higher sales
values per unit compared to residential lots, especially for
the Launch Bay project where a number of premium, larger
format dwellings were sold. Secondly, discounted Stage 1
lot and townhouses settlements at the Lakeside project,

in line with Winton’s sales strategy for the early stages
of a project.
Betw
een FY19 and FY20 pro forma EBITDA decreased by
$21.4 million from $12.2 million to $(9.1) million. This was
primarily driven by the decrease in revenue (39.9%) and
a reduction in gross profit margin (from 54.3% to 17.4%).
Gross profit margin decreased due to FY20 sales
pr
edominantly relating to the Lakeside project which were
lower margin, consistent with Winton’s pre-sales strategy,

as well as a reduction in the number of higher margin
r
esidential lot sales from the Northlake project. In addition,
FY20 selling and administrative expenses (predominantly
wages) were similar to FY19 due to continued advertising
across all projects and Winton maintaining its employee base.
FY21 financial performance relative to FY20
Between FY20 and FY21 Winton revenue grew significantly,
by 475.1% ($146.2 million) from $30.8 million to $177.0 million.
This is being driven by:
-
a 627.6% increase in volume of units settled in FY21, due
to the Northlake, Longreach and Lakeside projects settling
multiple stages.
Offset by:
- a 21.0% decrease in the average value of units settled

due to a significant increase in the number of residential
lot sales in FY21, which are lower value compared to
dw
elling sales.
Between FY20 and FY21 pro forma EBITDA grew by $78.4
million from $(9.1) million to $69.3 million. The growth in pro
forma EBITDA was predominantly driven by the increase in
revenue of 475.1% (as noted above) and gross profit margin
(from 17.4% to 32.4%). Gross profit margin increased due to
FY21 sales primarily comprising higher margin residential lot
sales for the Northlake project, now in mature delivery phase.
This was partially offset by sales at the Lakeside project
which was still in early development and also included some
lower margin dwellings sales, including show homes. FY21
EBITDA also benefited from a $27.5 million of development
management fees, relating to a projects managed but not
owned by Winton. Selling expenses were also higher due
to a larger number of projects being in the delivery phase.
Advertising and sales commissions costs were also higher

due to increase volume.
WINTON PRODUCT DISCLOSURE STATEMENT70

7.5 Overview of prospective financial performance
This section provides an overview of the pro forma prospective financial performance of Winton and should be read in conjunction
with the ‘Selected Financial Information’ table in Section 7.2 (
Selected Financial Information). Winton intends to raise up to $350
million under the Offer and the Offer is subject to raising a minimum of $250 million. The prospective financial information is based
on the mid-point amount of the Offer being raised ($300 million) which is the Directors’ best estimate at the time of lodgement of
the PDS.
The table below lists the key drivers of Winton’s financial performance and briefly outlines the principal assumptions and forecasts
for each of the key drivers in the Prospective Period. A full description of the assumptions and sensitivities for the Prospective
Period is available in the Supplementary Financial Information on the Offer Register.
REVENUE
- Decrease in the number of units forecast to settle (22.7%) in FY22F, mainly due to lower volume
at the Lakeside project compared to FY21, and to a lesser extent the Northlake and Longreach
projects.
-

Incr
ease in the number of units forecast to settle (63.3%) in FY23F, largely driven by projects
reaching delivery phase (the Beaches and North Ridge projects) and continued delivery from other
major projects (the Lakeside and Northlake projects).
- Increase in value of units settled in FY22F and FY23F due to a higher value product mix sold across
the Northlake, Lakeside, Launch Bay and River Terrace projects.
- Strong levels of pre-sales for both FY22F (96.5% of FY22F revenue) and FY23F (70.1% of FY23F
revenue) as at 15 November 2021.
-

W
hile Winton will continue to evaluate opportunities to manage projects it does not own, the
timing and scale of these opportunities are difficult to forecast. Accordingly, no development
management fees have been assumed in FY22F and FY23F.
GROSS PROFIT
- Movements in the volume and value of units settled (as explained above).
-
K
ey projects reaching a more mature development phase, producing higher margins compared to
earlier stages which were discounted to generate project momentum.
-
The Northlake project attracting higher margins due to the sale of larger, premium lots.
-
P
artially offset by an increase in average unit cost due to an increase in average lot size as well as a
shift to higher value but lower Gross Margin dwellings, townhouses and apartments.
OTHER OPERATING EXPENSES
(includes selling expenses,
property expenses and
administrative expenses)
- Increased advertising spend in FY22F due to promotional activities relating to the Northbrook
brand and Sunfield development project.
- Property expenses are expected to remain at similar levels to FY21 in FY22F and FY23F.
-
Administrative expenses are forecast to increase by 24.8% in FY22F and remain at higher levels in
FY23F due to increased staff numbers to support Winton’s growth, employee incentive structures
and listed company costs.
FY22F financial performance relative to FY21
From FY21 to FY22F, revenue is forecast to decrease by 10.7% ($19.0 million) from $177.0 million to $158.0 million.
This is being driven by:
-
a 22.7% decrease in the volume of units settled, primarily at the Lakeside project (but also the Northlake and Longreach
projects) following high settlement volumes in FY21.
Offset by:
-

a 15.5% incr
ease in the average value of units settled due to increased mix of higher value dwellings, townhouses and
apartments forecast to settle across the Northlake, Lakeside and Launch Bay projects, as well as larger, higher value lots
at the River Terrace project.
Fr
om FY21 to FY22F, Pro forma EBITDA is forecast to decrease by 29.2% ($20.2 million) from $69.2 million to $49.0 million.
This is primarily driven by the forecast decrease in revenue of 10.7% (as noted above), partly offset by an increase in gross profit
mar
gin (from 32.4% to 44.6%). In addition, there is no development management fee income forecast for FY22F, selling expenses
are higher, associated with promotional activities and employee expenses are forecast to increase to support Winton’s growth.
WINTON PRODUCT DISCLOSURE STATEMENT71

FY23F financial performance relative to FY22F
From FY22F to FY23F, revenue is forecast to increase by
118.2% ($186.7 million) from $158.0 million to $344.7 million.
This is being driven by:
-
a 63.3% increase in the volume of units settled, driven by

a larger number of projects in the delivery phase, including
the Beaches and North Ridge pr
ojects; and
-
a 33.6% incr
ease in the value of units settled, due to an
increased mix of higher value dwellings, townhouses and
apartments, and larger and more premium residential lots
within key projects.
From FY22F to FY23F, Pro forma EBITDA is forecast to
increase by 180.3% ($88.4 million) from $49.0 million

to $137.4 million. This is driven by the increase in revenue
(118.2%) and gr
oss profit margin (from 44.6% to 46.6%),
as well as a reduction in selling expenses.
7.6 Net profit after tax
Net profit after tax (NPAT) includes non-recurring transaction
costs relating to the Offer which have been adjusted for in
calculating Pro forma EBITDA.
The key drivers of the movement in NPAT over the FY19 to
FY23F period include:
-
Betw
een FY19 and FY20, NPAT decreased by $18.5 million
driven by the $21.4 million decrease in Pro forma EBITDA
(as noted above), partly offset by an income tax benefit;
- Between FY20 and FY21, NPAT increased by $57.4 million
driven by the $78.4 million increase in Pro forma EBITDA
(as noted above), partly offset by a corresponding increase
in income tax expense;
-

Betw
een FY21 and FY22F, NPAT is forecast to decrease by
$16.4 million due to the $20.2 million decrease in Pro forma
EBITDA (as noted above) and transaction costs relating
to the Offer of $6.6 million, which are partly offset by a
decrease in income tax expense.
- Between FY22F and FY23F NPAT is forecast to increase
by $69.2 million due to the forecast $88.4 million increase
in Pro forma EBITDA (as noted above), FY22F pro forma
adjustments not repeating, and a $1.1 million decrease in
net interest expense due to borrowings being repaid on or
before 30 June 2022. This is partly offset by an increase in
income tax expense from $12.5 million to $39.0 million.
7.7 Dividends
Winton intends to declare dividends during the Prospective
Period as outlined below.
Subject to achieving the PFI and other relevant factors,
the Board’s intention is to declare dividends during the
Prospective Period as follows:
- In respect of FY22F, a dividend of $3.0 million (payable in
September 2022)
- In respect of FY23F, dividends totalling $19.8 million which
are expected to comprise an interim dividend of $9.4
million (payable in March 2023) and a final dividend of
$10.4 million (payable in September 2023).
Dividends declared following completion of the Offer are
consistent with Winton’s dividend policy which targets a
dividend pay-out ratio of approximately 20-40% of

full-year NPAT.
Dividends will be fully imput
ed to the extent possible
and are expected to be fully imputed in FY22F and FY23F.
See Section 6 (Key features of ordinary shares).
Capitalisation table
NUMBER OF SHARES BEING
OFFERED
1
64.3 million – 90.0 million
NUMBER OF SHARES ON ISSUE
FOLLOWING THE OFFER
2
270.9 million – 296.6 million
OFFER PRICE
$3.8870
IMPLIED MARKET CAPITALISATION
$1,100.0 million
NET DEBT/(CASH) ON
COMPLETION OF THE OFFER
3
$(36.7) million
IMPLIED ENTERPRISE VALUE
$1,063.3 million
Notes:
1. Shares issued to the senior managers contemporaneously
with the Offer (expected to be approximately 0.8 million
shares) are not included within the total number of Shares
being offered.
2.
The total number of Shares on issue immediately
following the Offer includes the Shares issued to the
senior managers contemporaneously with the Offer.
3. Capitalisation calculations based on the mid-point amount
of the Offer being raised ($300 million).
4. Net debt/(cash) on completion of the Offer is calculated
as the sum of term loans, borrowings and off-balance
sheet contractual commitments in relation to land
deposits and purchases, less net cash equivalents.
Explanation of implied market capitalisation and
implied enterprise value
Implied market capitalisation is the value of all of the issuer’s
equity securities, as implied by the price of the Shares being
offered. It is a measure of what Winton is proposing that
Winton’s equity is worth.
Implied enterprise value (EV) is a measure of the total value
of the business of Winton, as implied by the price of the
Shares being offered. Implied enterprise value is the amount
that a person would need to pay to acquire all of Winton’s
equity securities and to settle all of Winton’s borrowings and
contractual commitments in relation to land deposits and
purchases. It is a measure of what Winton is proposing the
business of Winton as a whole is worth.
Winton’s EV and implied market capitalisation have been
calculated on the assumption that 283.8 million Shares will
be on issue immediately following completion of the Offer,
reflecting the mid-point amount of the Offer being raised
($300 million). If the number of Shares on issue immediately
following completion of the Offer is more or less than 283.8
million Shares, due to more or less Shares being issued under
the Offer, Winton’s implied market capitalisation immediately
following the completion of the Offer will be higher or lower,
although its EV is expected to remain unchanged.
WINTON PRODUCT DISCLOSURE STATEMENT72

7.9 Key investment metrics
The following key investment metrics are prepared based on NZ GAAP, as well as certain non-NZ GAAP pro forma financial
information. More information on pro forma adjustments and reconciliations to information prepared in accordance with
NZ GAAP is available in the Supplementary Financial Information on the Offer Register.
METRICFY22FFY23F
IMPLIED ENTERPRISE VALUE / PRO FORMA EBITDA
21.7x7.7 x
PRICE / PRO FORMA EARNINGS PER SHARE
31.7x11.1x
PRO FORMA EARNINGS PER SHARE
$0.12$0.35
PRICE / EARNINGS PER SHARE
37.2x11.2x
EARNINGS PER SHARE
$0.10$0.35
DIVIDENDS DECLARED PER SHARE
1
$0.07
IMPLIED DIVIDEND YIELD – CASH DIVIDEND DECLARED
1
1.8%
IMPLIED DIVIDEND YIELD – GROSS DIVIDEND DECLARED
1
2.5%
Notes:
1. Metrics based on the mid-point amount of the Offer being raised ($300 million)
2. Dividends declared per Share, implied dividend yield – cash dividend declared and implied dividend yield – gross dividend
declared for FY22F have not been included as the first full year of dividends following the Offer is expected to be in FY23F.
7.10 Reconciliation of proforma EBITDA to statutory N PAT
NZ$m
(unless indicated otherwise)
Historical StatutoryForecast Statutory
Selected Financial Information
1
FY19
12 months Ending
30 Jun 2019
FY20
12 months Ending
30 Jun 2020
FY21
12 months Ending
30 Jun 2021
FY22F
12 months Ending
30 Jun 2022
FY23F
12 months Ending
30 Jun 2023
Statutory net profit after tax7. 2(11.3)46.129.798.8
add: Taxation expense2.8(4.2)17.612.539.0
add: Net interest expense3.27. 16.10.0(1.0)
add: Depreciation and amortisation0.20.50.60.60.7
EBITDA13.4( 7. 9)70.442.81 37. 4
Pro forma adjustments:
Transaction costs relating to the Offer---6.6-
Incremental listed company costs(1.2)(1.2)(1.2)(0.4)-
Total pro forma adjustments(1.2)(1.2)(1.2)6.2-
Pro forma EBITDA12.2(9.1)69.249.01 37. 4
Description of pro forma adjustments
In determining the use of pro forma adjustments, the Board has considered only those items that they believe are required to
ensure consistency and comparability of the financial information over the Historical Periods and the Prospective Periods.
The pro forma adjustments that Winton considers are appropriate are explained below, and described in more detail in Part C of
the Supplementary Financial Information:
- removal of the one-off transaction costs relating to the Offer; and
-

adding an es
timate of the incremental costs that will be incurred by Winton as a publicly listed company.
WINTON PRODUCT DISCLOSURE STATEMENT73

This section sets out a description of the circumstances that Winton is aware of that exist,
or are likely to arise, that significantly increase the risk to Winton’s financial position,
financial performance or stated plans. We have outlined our assessment of the likelihood,
nature and potential magnitude of the impact of the circumstances. These risks are based
on the knowledge and assessment of the Board as at the date of this PDS and it is possible
that other risks may emerge over time.
CONSENTING RISK
WHAT IS IT?
Winton’s development activities typically require us to achieve rezoning or resource consents to allow
development of our masterplanned communities. There is a risk that we do not achieve the rezoning
or consents required, or the rezoning or consents are granted on terms which are less favourable than
Winton originally anticipated.
WHY IS IT SIGNIFICANT?
Where Winton purchases land that is not already zoned residential, we are able to create significant
value through materially lower land acquisition costs (which form part of the development costs which
are classified as inventories in the financial statements). Winton then pursues the necessary rezoning
and resource consents to proceed with our planned developments. If Winton does not secure the
necessary rezoning or resource consents, or secures rezoning or consents that are less favourable, we
will be unable to proceed with developments as originally planned potentially negatively effecting the
financial returns from the relevant site.
WINTON’S ASSESSMENT OF
THE LIKELIHOOD, NATURE
AND POTENTIAL MAGNITUDE
OF ANY IMPACT
Winton has strong relationships across local, central governments and with tangāta whenua. While the
outcome of rezoning and consenting decisions remains outside our direct control, we have a proven
track record of achieving the necessary rezoning and consenting to develop large-scale masterplanned
communities. Winton therefore considers that the risk of being unable to secure preferred rezoning or
consents at all for our sites to be low.
Failure to obtain the necessary rezoning or consents required, or obtaining rezoning or consents on terms
which are less favourable than Winton originally anticipated, is likely to have a material adverse impact on
the financial returns resulting from an increase in development costs, possible reduction of the number,
type or size of lots available for sale, impacting the margin ultimately achieved.
If Winton was completely unable to achieve any consents or rezoning of a site, we may be forced to sell
that site at or below the price paid for it, and we will likely have incurred costs that cannot be recovered.
SECTION 8:
Risks to Winton’s
business and plans.
WINTON PRODUCT DISCLOSURE STATEMENT74

LAND ACQUISITION RISK
WHAT IS IT?
Winton’s continued growth is dependent on our ability to acquire attractive sites for the development
of new masterplanned 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 we expect.
WHY IS IT SIGNIFICANT?
Winton has a long-term development target of 1,000 lots and dwellings per annum and over 200
Retirement Village Units per annum. While we have a strong existing development pipeline, it will be
necessary for us to acquire new sites to achieve these targets. Our long term financial performance
depends on us being able to acquire attractive sites at financially sustainable prices.
WINTON’S ASSESSMENT OF
THE LIKELIHOOD, NATURE
AND POTENTIAL MAGNITUDE
OF ANY IMPACT
We are continually evaluating potential new sites and have a demonstrated record in origination
opportunities through various channels, including direct approaches to landowners, public sale
processes, our network of long-term relationships across New Zealand and inbound enquiry.
As such, we consider the risk of being unable to secure appropriate parcels of land suitable for
development as being low. We have a strong long term development pipeline and our medium term
financial performance is not dependent on us acquiring new development sites. However, Winton will
need to continue to purchase appropriate sites to support growth and achieve our development targets
in the longer term.
Winton is not the only large scale residential land developer operating in New Zealand and competition
could impact on our ability to acquire sites. Winton believes that its team and network of relationships
in key markets like Auckland and Queenstown will continue to give it an advantage over competitors.
In addition, Winton has put in place measures to ensure it does not become an ‘overseas person’
under the Overseas Investment Act. This will continue to provide us with a competitive advantage in
purchasing suitable sites, which are typically subject to restrictions under that Act.
HOUSING MARKET AND SALES RISK
WHAT IS IT?
Winton’s ability to achieve the forecast sales and/or forecast sales prices within each of our
developments is dependent on the housing market conditions in each of the areas in which our
developments are located.
WHY IS IT SIGNIFICANT?
If we are unable to achieve the necessary volumes and / or achieve the forecast sales prices, it may
have a material adverse impact on our financial performance, including in the Prospective Period.
WINTON’S ASSESSMENT OF
THE LIKELIHOOD, NATURE
AND POTENTIAL MAGNITUDE
OF ANY IMPACT
Winton considers the risk of there being a material downturn in the housing market in the short term
as low because of continued shortfalls between supply and demand, with market commentators
estimating New Zealand’s current housing shortage at 55,000 to 75,000 dwellings.
52

Supply shortages are expected to persist out to 2024, assuming an opening shortage of about 70,000
and a modest pick-up in demand from a gradual reopening of New Zealand’s border in 2022.
53
Potential
risks to sustained housing supply include materials and labour shortages in the construction sector, and
a limited pipeline of residential lots in the near-term.
54
Over the next thirty years, housing demand is expected to ease due to slower projected population
growth.
55
However, population growth provides a conservative estimate of future housing demand, as
there are other factors likely to add to core demand, including longer life expectancies, the trend to
smaller household occupation sizes, a growing demand for healthy, warm and environmentally friendly
homes,
56
and the potential for increased migration.
57
Government initiatives designed to manage
demand for housing have tended to exclude new builds. As a result, Winton expects there to be
continued demand for its products.
58
Winton carefully selects our masterplanned communities in areas that we believe will experience higher
population growth. Our significant level of pre-sales across most of the masterplanned communities
within our portfolio are indicative of the demand for our products and constrained supply. Winton
also believes that the quality of its masterplanned communities will support continued demand for its
products, even if overall demand falls. In the short to medium term, Winton believes that the current
$703m of pre-sales mitigates this risk. Winton acknowledges that by pre-selling lots there is no ability
to benefit from price escalation of the product that occurs during the construction phase of the project
in respect of those lots.
52 Subject to the interplay of various macroeconomic factors, including net migration, economic conditions and population growth, market commentators expect the housing
shortage could take several years to clear. CB Report – pg. 19.
53
CB Report – pg. 18.
54
CB R
eport - pg. 20.
55 CB Report – pg. 15.
56
CB R
eport – pg. 15/16.
57
CB R
eport – pg. 2.
58
CB Report – pg. 5.
WINTON PRODUCT DISCLOSURE STATEMENT75

PROJECT DEVELOPMENT RISK
WHAT IS IT?
When developing sites, Winton needs to complete works within projected budget and timetable in
order to generate the returns we expect. Key factors contributing to project development risk include,
but are not limited to; labour shortages, increased labour costs, procurement and supply of building
product, weather and pandemic delays, and the need to secure certain approvals from third parties.
WHY IS IT SIGNIFICANT?
If costs exceed the amount budgeted, or the project faces delay, it may have a material adverse impact
on our financial performance.
WINTON’S ASSESSMENT OF
THE LIKELIHOOD, NATURE
AND POTENTIAL MAGNITUDE
OF ANY IMPACT
The residential land development industry, by its very nature, faces project development risk.
Residential developments are large and complex projects which require a significant degree of
project coordination and management to ensure they are delivered on time and within budget. And
although primarily a developer of land lots, Winton does have some exposure to risks associated
with construction and home building as a result of its approach to contracting for home building
for a limited number of land and home packages in its developments. Ultimately, if costs exceed the
amount budgeted, or the project faces delay, it may have a material adverse impact on our financial
performance.
Winton considers that the likelihood of project development risk materially impacting its financial
performance is low.
Winton budgets for a certain amount of development cost and adopts a conservative delivery
programme when assessing the viability of our development projects. Strategies for mitigating project
development risk include:
-

Undertaking detailed f
easibility and risk assessments for each project and consider the risk of any
material cost overrun or delay that would result in us incurring a loss on a project.
-
Strategic use of pre-ordering materials that are in high demand or low supply in order to prevent
procurement issues.
-
A
dapting to market preferences and site requirements, developing either lots, land and build,
retirement village or apartments as appropriate.
-
Maximising pre-sales towards the start of a development project to enhance certainty of contracted
revenue which gives us confidence that we can recover the land and major civil works costs and
de-risk the balance of the development. Utilising staged development reduces risk and capital
requirements and minimises the risk of budget and cost planning disruption.
- Addressing contracting and labour cost risk by using fixed price and fixed rate arrangements where
possible and engaging leading and trusted contractors with excellent track records for delivery.
WINTON PRODUCT DISCLOSURE STATEMENT76

COVID-19 DISRUPTION RISK
WHAT IS IT?
Winton’s business is exposed to the impact of disruption from COVID-19 and the Government measures
taken to eliminate or suppress the pandemic.
WHY IS IT SIGNIFICANT?
A further escalation in COVID-19 alert levels, future lockdowns or a new wave of the pandemic may
adversely affect our business. As a consequence of the Alert Level 4 restrictions imposed in August and
September 2021, we have already experienced a delay in the delivery of certain development projects.
In addition, if there are prolonged lockdowns, border restrictions or reduced immigration, there may be
reduced demand for housing.
WINTON’S ASSESSMENT OF
THE LIKELIHOOD, NATURE
AND POTENTIAL MAGNITUDE
OF ANY IMPACT
We consider the likelihood of continued material impacts COVID-19 and Government responses to
be moderate.
Although mor
e detail from the Government is still required, the shift away from the alert level system
to the ‘traffic light’ system indicates an expected reduction in the use of hard lockdowns across the
country to control the spread of COVID-19. While we are experienced in running our business through
nationwide and regional lockdowns, hard lockdowns are the most likely feature of the pandemic to
materially impact our business.
Winton is able to continue its core business of residential land development up to Alert Level 3 and
can continue to sell property, develop concepts and explore, cost and undertake feasibility studies
for new projects.
Although W
inton has experienced delays in certain development projects, Winton’s approach of using
reputable and experienced contractors and detailed forward planning and staging of developments has
enabled us to mitigate the delays otherwise caused by lockdowns.
The Supplementary Financial Information and Section 7 of this PDS sets out Winton’s best assessment
of the financial impact of these restrictions based on currently available information and our assumption
that there will be no further lockdowns in the PFI period. However, there can be no assurance that the
current or any future lockdowns will not have a more adverse impact and such outcomes could be
materially different.
WINTON PRODUCT DISCLOSURE STATEMENT77

RETIREMENT VILLAGE DEVELOPMENT AND OPERATION RISK
WHAT IS IT?
Winton will need to develop and implement new operational strategies to operate a retirement
village and aged care offering 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.
The retirement village and aged care market is competitive. Existing or new operators may compete
with us for our target customers and our ability to respond to that competition will affect financial
outcomes.
In order to successfully operate in the retirement village and aged care market, Winton will also need
to promote, manage and operate our villages in compliance with the regulatory requirements. Our
establishment of this business line could be impacted if we fail to obtain appropriate registration with
the Registrar of Retirement Villages, unable to appoint a statutory supervisor and/or failure to obtain a
Ministry of Health certification. Future regulatory change for the industry may have an adverse impact
on us.
WHY IS IT SIGNIFICANT?
Retirement villages and aged care are new business lines for Winton. There are uncertainties associated
with entering a new business area and failure to execute on our retirement villages and aged care
strategy in the way we expect will have an adverse financial impact for Winton.
WINTON’S ASSESSMENT OF
THE LIKELIHOOD, NATURE
AND POTENTIAL MAGNITUDE
OF ANY IMPACT
Winton considers that the risk of failing to establish and effectively operate our retirement village
and aged care offerings is low. Winton has retained Julian Cook, former CEO of one of New Zealand’s
largest retirement village operators Summerset Group, as the Executive Director of the Northbrook
programme. We also intend to retain expert external advisers to advise on registration, statutory
obligations and ongoing compliance. There are no indications that Winton will not be able to meet the
relevant regulatory requirements. There is a moderate risk that we are unable to secure the necessary
staff, incur unforeseen costs or otherwise encounter impediments to operation that have not been
identified by us at the date of this PDS.
Winton considers the development risks of retirement villages to be low. Winton expects to utilise its
residential land development expertise to provide the required facilities. Winton’s retirement village
delivery team will draw on expertise from Winton’s existing product offerings and strengths including
land development, consenting and masterplanning.
Winton considers that the risk of competition to its product offering is moderate. New Zealand has a
number of large established entities as well as a number of smaller providers. Winton considers that
its plan to target the premium retirement village market will differentiate it from competitors, however
there is a moderate risk that existing or new operators will compete effectively with Winton over the
medium to long term.
Future regulatory change for the industry may also have an adverse impact on us and the way we
intend to promote, manage and operate our villages.
The PFI does not include any revenue directly attributable to operating in the retirement village and
aged care sector, meaning that any such costs or reduced revenue are likely to fall in future financial
years.
WINTON PRODUCT DISCLOSURE STATEMENT78

Tax can have significant consequences for investments. If you have queries relating
to the tax consequences of investing in ordinary shares, you should obtain professional
advice on those consequences.
SECTION 9:
Tax.
WINTON PRODUCT DISCLOSURE STATEMENT79

Further information relating to Winton and the Shares is available on the Offer
Register which can be found at https://disclose-register.companiesoffice.govt.nz/
(for example, Winton’s Constitution and financial statements). A copy of the
inf
ormation on the Offer Register is also available on request to the Registrar
of Financial Service Providers.
Further information relating to Winton is available on the Companies Office register of the Ministry of Business,
Innovation and Employment. This information can be accessed on the Companies Office website at
https://companies-register.companiesoffice.govt.nz/.
Onc
e Winton is listed, it will be required to make half-yearly and annual announcements to NZX and ASX and such other
announcements required by the Listing Rules from time to time. You will be able to obtain this information free of charge
by searching under ticker code ‘WIN’ on NZX’s website (www.nzx.com) and under ticker code ‘WTN’ on ASX’s website
(www.asx.com.au).
SECTION 10:
Where you can find
more information.
WINTON PRODUCT DISCLOSURE STATEMENT80

You should read this PDS and other available information carefully before applying
for Shares. You can apply for Shares as follows:
-
Chairman’s List Offer: Full details of how to apply will be provided to selected
investors by Winton.
-
Institutional Offer: Full details of how to participate, including bidding instructions,
will be provided by Winton to invited participants.
Privacy policy
If you apply for Shares, you will be asked to provide personal information to Winton, the Share Registrar and their
respective agents who will collect and hold the personal information provided by you in connection with your Application.
Details of how your personal information will be used (including to whom it may be disclosed) and your rights to access
and seek correction to such information can be found on the Offer Register in the document entitled ‘Other Material
Information’.
You can also access your information on the Share Registrar’s website at www.linkmarketservices.co.nz.
SECTION 11:
How to apply.
WINTON PRODUCT DISCLOSURE STATEMENT81

SECTION 12:
Contact information.
Issuer
Winton Land Limited
Level 4
10 Viaduct Harbour Avenue
Auckland, 1010
+64 9 3
77 7003
Share Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Custom Street West
Auckland 1010
+64 9 3
75 5998
Financial Adviser
Grant Samuel
Level 19, Governor Macquarie Tower,
1 Farrer Place,
Sydney, NSW 2000
Australia
New Zealand Legal Adviser
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West,
Auckland 1010
Australian Legal Adviser
Mills Oakley
Level 7,
151 Clarence Street,
Sydney, NSW 2000
Australia
Investigating Accountant
KPMG
18 Viaduct Harbour Avenue
Auckland, 1010
WINTON PRODUCT DISCLOSURE STATEMENT82

ABOVE GROUND CONSTRUCTION
construction of buildings above ground in contrast to infrastructure developed below ground
APPLICANT
an investor who makes an application for Shares under the Offer
APPLICATION
an application to subscribe for Shares under the Offer
APPLICATION FORM
an application form attached to, or accompanying, this PDS
APPLICATION MONIES
the amount payable on Application
ASX
ASX Limited, or the financial market operated by ASX Limited, as the context requires
ASX LISTING RULES
the listing rules of ASX, in force from time to time
BOARD
the board of directors of Winton Land Limited
BUSINESS DAY
a day on which the NZX Main Board is open for trading
CARE SUITES
rooms within an aged care facility which provide a superior offering to residents when compared
to traditional care beds. This is generally by way of larger room size, superior amenities within the
room and better fittings and fixtures. They are often situated within a high-quality care facility
CB REPORT
the Housing Snapshot of NZ report prepared by Cameron Bagrie of Bagrie Economics dated 18
October 2021, available on the Offer Register
CHAIRMAN’S LIST OFFER
the portion of the Offer that is open to selected investors invited to apply by Winton
COMPANIES ACT
Companies Act 1993
CONSTITUTION
the constitution of Winton Land Limited
CSN
Common Shareholder Number
FMCA
Financial Markets Conduct Act 2013
FY
a financial year ended 30 June, if followed by F this indicates prospective or forecast information
GAAP
Generally Accepted Accounting Practice
GDV
Gross development value. GDV is the estimated gross sales value of the relevant project as at 30
June 2021 (including GST and excluding lots already settled) as if that project were complete and
sold based on prevailing market conditions on that date. For the avoidance of doubt, no escalation
in the sales value of lots/units has been assumed, except for pre-sold units which are based on
the relevant contractual arrangements. GDV is based on management estimates and may change,
including due to planning outcomes and market demand. GDV is an important metric for Winton as
it reflects Winton’s estimate of market demand and planning outcomes and is continually assessed
and monitored by Winton as projects progress
SECTION 13:
Glossary.
WINTON PRODUCT DISCLOSURE STATEMENT83

GROSS MARGIN
Gross Margin is calculated as (net revenue (sales price less GST if any) less total land and
development costs) / net revenue (sales price less GST if any). Land and development costs
exclude administrative expenses but include interest expense for those borrowings that are specific
to the development of the project
GROSS PROFIT
Revenue less cost of goods sold
GROUP
Winton and each of its subsidiaries
HISTORICAL PERIOD
the period including the FY2019, FY2020, and FY2021 financial years
INDEPENDENT LIVING UNITS
retirement village units within which residents live independently (as opposed to under care), with
access to retirement village amenities
INSTITUTIONAL INVESTOR
investors who Winton reasonably believes to be a person to whom an Offer or invitation in respect
of Shares may be made without the need for a PDS or other formality, other than a formality with
which Winton is willing to comply
INSTITUTIONAL OFFER
the invitation to selected Institutional Investors in New Zealand and Australia, to participate
in the Offer
IRR
IRR is the Cash IRR (pre-tax) as at 30 June 2021. IRR (internal rate of return) is a project’s annual
return based on the project’s cash receipts and payments over the period to deliver the project to
achieve the percentage complete. It excludes tax, administrative expenses and interest expense, as
these are not allocated to individual projects and are incurred at a corporate level. IRR is a non-
GAAP measure and there is no GAAP financial measure to which it is readily reconcilable
ISSUE PRICE
$3.8870 per Share
KĀINGA ORA
a Crown Agency established in 2019 to deliver more public, transitional and affordable housing to
meet growing demand and lead and co-ordinate urban development projects
59
NZD OR NZ$ OR $
New Zealand Dollar
NZX
NZX Limited
NZX LISTING RULES
the listing rules of the NZX Main Board, in force from time to time
NZX MAIN BOARD
the main board financial product market operated by NZX
OFFER
the Offer of Shares pursuant to this PDS
OFFER REGISTER
the online Offer register maintained by the Companies Office known as ‘Disclose’ which can be
found at https://disclose-register.companiesoffice.govt.nz/
OVERSEAS INVESTMENT ACT
Overseas Investment Act 2005
PDS
this document
PFI
prospective financial information
PRE-SALES
Winton pre-sells properties by signing a contract with buyers prior to completion of a lot who pay
a deposit on signing the contract (which is held in Winton’s solicitors’ trust account) and then pay
the balance on completion
PROSPECTIVE PERIOD
the period including the FY2022 and FY2023 forecast financial years
RESOURCE MANAGEMENT ACT
Resource Management Act 1991
RETIREMENT VILLAGE UNITS
an Independent Living Unit or Care Suite
SHARE REGISTRAR
Link Market Services Limited
SHARES
ordinary shares in Winton Land Limited
SUPPLEMENTARY FINANCIAL
INFORMATION
the document entitled ‘Winton Land Limited’s Prospective Financial Information, a reconciliation of
non-GAAP to GAAP information and supplementary financial information’ on the Offer Register
URBAN DEVELOPMENT ACT
Urban Development Act 2020
WE, OUR, US
as the context requires, either Winton or the Group
WINTON OR THE COMPANY
Winton Land Limited or the business carried on by the Group, as the context requires
59 https://kaingaora.govt.nz/about-us/who-we-are/
WINTON PRODUCT DISCLOSURE STATEMENT84

WINTON.NZ

---

WINTON PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION - MAXIMUM CAPITAL RAISE1
Pro Forma Consolidated Statement of
Financial Position - Maximum Capital Raise
Winton Land Limited
Pro Forma Consolidated Statement of Financial Position - Maximum Capital Raise
As at 30 June 2021
Reporting entity and basis of preparation
The table below sets out the adjustments that have been made to the consolidated statement of financial position
of Winton Land Limited (‘the Company’) and its subsidiaries (‘the Group’) as at 30 June 2021 in order to prepare the
unaudited pro forma consolidated statement of financial position (‘Pro Forma Consolidated Statement of Financial
Position - Maximum Capital Raise’) for the Group. These adjustments reflect the events and assumptions discussed
in the notes to the table.
The Pro Forma Consolidated Statement of Financial Position - Maximum Capital Raise has been prepared using
the same accounting policies as the Group’s audited financial statements for the year ended 30 June 2021 which
is available on the Offer Register filed in connection with the Offer at (https://disclose- register.companiesoffice.govt.
nz/ offer number OFR13223).
The adjustments are consistent with the assumptions adopted in the Prospective Financial Information prepared in
connection with the Offer. The Pro Forma Consolidated Statement of Financial Position - Maximum Capital Raise has
been prepared solely for the purpose of satisfying the requirements under the listing rules of the Australian Securities
Exchange (‘ASX’) in connection with the admission of Winton Land Limited to the official list of ASX as a Foreign
Exempt Listing.

Pro forma adjustments
NZ$m
Historical Financial
Consolidated
Statement of
Financial Position
(audited)
1
Capital
Issued
2
Transaction
Costs
3
Unaudited
Pro Forma
Consolidated
Statement of
Financial Position

Assets
Current assets
Cash and cash equivalents35.0350.0(21.2)363.8
Restricted cash34.434.4
Accounts receivable, prepayments, and other receivables5.35.3
Taxation receivable--
Inventories47. 047. 0
Total current assets121.7350.0(21.2)450.5
Non-current assets
Restricted cash11.111.1
Inventories116.9116.9
Investment properties--
Property, plant and equipment2.92.9
Right-of-use asset0.70.7
Intangible assets0.10.1
Deferred tax asset--
Total non-current assets131.7--131.7
Total assets253.4350.0(21.2)582.2
Liabilities
Current liabilities
Accounts payable, accruals, and other payables16.616.6
Taxation payable15.1(1.3)13.8
Total current liabilities31.7-(1.3)30.4

Non-current liabilities
Borrowings128.7128.7
Lease liability0.50.5
Contract liability7. 27. 2
Deferred tax liabilities1.11.1
Long term deposits0.40.4
Total non-current liabilities1 37. 9--1 37. 9
Total liabilities169.6-(1.3)168.3

Net assets83.8350.0(19.9)413.9

Equity
Share capital49.1350.0(14.6)384.5
Foreign currency translation reserve--
Retained earnings34.7(5.3)29.4
Total equity83.8350.0(19.9)413.9
Winton Land Limited
Statutory Historical Consolidated Statement of Financial Position and Pro Forma
Consolidated Statement of Financial Position - Maximum Capital Raise
As at 30 June 2021
WINTON PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION - MAXIMUM CAPITAL RAISE2

WINTON PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION - MAXIMUM CAPITAL RAISE3

Notes supporting the Pro Forma Consolidated Statement of Financial Position –
Maximum Capital Raise
1 The historical statutory consolidated statement of financial position represents the audited statement of financial
position of Winton Land Limited as at 30 June 2021.
2 Capital Issued – a total of $350m of new equity is to be issued through the Offer.
3 Transaction Costs – as a consequence of the Offer, total cash transaction costs of $24.1m are payable, and to be
recognised in FY22F. Of these costs, $2.9m is settled by way of issuance of new shares. $6.6m will be recognised
in the statement of comprehensive income and $1.9m is assumed not deductible for tax purposes (net profit after
tax impact of $5.3m). The remaining $17.5m is expected to be capitalised against equity as these costs relate to the
issue and listing of new capital.

kpmg

KPMG Transaction Services ABN: 43 007 363 215
A division of KPMG Financial Advisory Services
(Australia) Pty Ltd
Australian Financial Services Licence No. 246901
Level 38 Tower Three
300 Barangaroo Avenue
Sydney NSW 2000

P O Box H67 Australia Square
Sydney NSW 1213
Australia
Telephone: +61 2 9335 7000
Facsimile: +61 2 9335 7001
DX: 1056 Sydney
www.kpmg.com.au

The Directors
Winton Land Limited
Level 4, 10 Viaduct Harbour Avenue
Auckland
1010, New Zealand

2 December 2021

Dear Directors

Limited Assurance Investigating Accountant’s Report – Maximum Capital Raise

Introduction
KPMG Financial Advisory Services (Australia) Pty Ltd (of which KPMG Transaction
Services is a division) (“KPMG Transaction Services”) has been engaged by Winton
Land Limited (“Winton”) to prepare this report as part of a submission for application
for an ASX foreign exempt listing. Winton are expected to raise capital within an
agreed minimum and maximum range and this report considers the maximum capital
raise as set out in the document called “Pro Forma Consolidated Statement of
Financial Position – Maximum Capital Raise”.
Scope
You have requested KPMG Transaction Services to perform a limited assurance
engagement in relation to the pro forma historical financial information described
below.
The pro forma historical financial information is presented in an abbreviated form,
insofar as it does not include all of the presentation and disclosures required by
Australian Accounting Standards and other mandatory professional reporting
requirements applicable to general purpose financial reports prepared in accordance
with the Corporations Act 2001.

KPMG Financial Advisory Services (Australia) Pty
Ltd is an affiliate of KPMG. KPMG is an Australian
partnership and a member firm of the KPMG
network of independent member firms affiliated
with KPMG International Cooperative (“KPMG
International”), a Swiss entity.

Winton Land Limited
Limited Assurance Investigating Accountant’s Report
2 December 2021
2

Pro Forma Historical Financial Information
You have requested KPMG Transaction Services to perform limited assurance
procedures in relation to the pro forma historical financial information of Winton (the
responsible party).
The pro forma historical financial information has been derived from the historical
financial information of Winton, after adjusting for the effects of pro forma adjustments
principally associated with the expected equity raising described and presented in
document called “Pro Forma Consolidated Statement of Financial Position – Maximum
Capital Raise”. The pro forma financial information consists of Winton’s Pro Forma
Consolidated Statement of Financial Position – Maximum Capital Raise as at 30 June
2021 (“Pro Forma Historical Financial Information”).
The stated basis of preparation is the recognition and measurement principles
contained in the International Financial Statements as adopted in New Zealand, which
are consistent with Australian Accounting Standards applied to the historical financial
information and the event(s) or transaction(s) to which the pro forma adjustments
relate. Due to its nature, the Pro Forma Historical Financial Information does not
represent the company’s actual or prospective financial position.
The Pro Forma Historical Financial Information has been compiled by Winton to
illustrate the impact of the event(s) or transaction(s) described in the document called
“Pro Forma Consolidated Statement of Financial Position – Maximum Capital Raise” on
Winton’s financial position as at 30 June 2021, reflecting the maximum capital raising of
Winton. As part of this process, information about Winton’s financial position has been
extracted by Winton from Winton’s financial statements for the period ended 30 June
2021.
The financial statements of Winton for the year ended 30 June 2021 were audited by
KPMG New Zealand in accordance with International Standards on Auditing (New
Zealand). The audit opinions issued to the members of Winton relating to those
financial statements were unqualified.
For the purposes of preparing this report we have performed limited assurance
procedures in relation to Pro Forma Historical Financial Information in order to state
whether, on the basis of the procedures described, anything comes to our attention that
would cause us to believe that the Pro Forma Historical Financial Information is not
prepared or presented fairly, in all material respects, by the directors in accordance
with the stated basis of preparation.
We have conducted our engagement in accordance with the Standard on Assurance
Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings
and/or Prospective Financial Information.
The procedures performed in a limited assurance engagement vary in nature from, and
are less in extent than for, an audit. As a result, the level of assurance obtained in a
limited assurance engagement is substantially lower than the assurance that would

Winton Land Limited
Limited Assurance Investigating Accountant’s Report
2 December 2021
3

have been obtained had we performed an audit. Accordingly, we do not express an
audit opinion about whether the Pro Forma Historical Financial Information is prepared,
in all material respects, by the directors in accordance with the stated basis of
preparation.
Directors’ responsibilities
The directors of Winton are responsible for the preparation of the Pro Forma Historical
Financial Information, including the selection and determination of the pro forma
transactions and/or adjustments made to the historical financial information and
included in the Pro Forma Historical Information.
The directors’ responsibility includes establishing and maintaining such internal
controls as the directors determine are necessary to enable the preparation of financial
information that is free from material misstatement, whether due to fraud or error.
Conclusions
Review statement on the Pro Forma Historical Financial Information
Based on our procedures, which are not an audit, nothing has come to our attention
that causes us to believe that the Pro Forma Historical Financial Information, as set out
in the document called “Pro Forma Consolidated Statement of Financial Position –
Maximum Capital Raise” comprising the unaudited pro forma consolidated statement
of financial position of Winton as at 30 June 2021, is not prepared or presented fairly,
in all material respects, on the basis of the pro forma transactions and/or adjustments
described and in accordance with the recognition and measurement principles
prescribed in Australian Accounting Standards, and Winton’s accounting policies.
Independence
KPMG Transaction Services does not have any interest in the outcome of any
proposed capital raising, other than in connection with the preparation of this report and
participation in due diligence procedures for which normal professional fees will be
received. KPMG New Zealand is the auditor of Winton and from time to time, KPMG
New Zealand also provides Winton with certain other professional services for which
normal professional fees are received.
Restriction on use and distribution
The purpose of preparing the Pro Forma Historical Financial Information, was to reflect
the proposed maximum capital raising pro forma impact and is only for inclusion in
Winton’s submission for ASX foreign exempt listing. As a result, the Pro Forma
Historical Financial Information may not be suitable for use for another purpose. We
disclaim any assumption of responsibility for any reliance on this report, or on the Pro
Forma Historical Financial Information to which it relates, for any purpose other than

Winton Land Limited
Limited Assurance Investigating Accountant’s Report
2 December 2021
4

that for which it was prepared. This report may not be disclosed in any other way,
including any publication on any electronic media, to any other party, except as
required by law or the rules of any relevant stock exchange or a government body or in
connection with an actual or potential claim, investigation or inquiry against.

Yours faithfully

Matthew Saunders
Authorised Representative

---

Rule 1.14
ASX Listing Rules Appendix 1C (01/12/19) Page 1
+ See chapter 19 of the ASX Listing Rules for defined terms.
3454-3468-5975, v. 1
Appendix 1C
Application for Admission to the ASX Official List
(ASX Foreign Exempt Listing)
Name of entity
1

Winton Land Limited

ABN/ARBN Date of this form
ARBN 655 601 568 1 December 2021
We (the entity named above) apply for admission to the
+
official list of ASX Limited (ASX) as an ASX
Foreign Exempt Listing and for
+
quotation of the following
+
securities (or such other number of
+
securities as we may notify to ASX prior to the commencement of
+
quotation):

Number
+
Class (quoted only)
Estimated maximum number
and
+
class of
+
securities to be
quoted on ASX at the
commencement of quotation on
ASX
296,613,736
Fully paid ordinary shares
By giving this form to ASX, we agree to the matters set out in Appendix 1C of the ASX Listing Rules.
Notes:
1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of
trust] in its capacity as responsible entity of [Name of trust]”.
2. An entity seeking admission to the official list as an ASX Foreign Exempt Listing must also provide to ASX the
information and documents referred to in the Information Form and Checklist (ASX Foreign Exempt Listing)
published on the ASX website.

---

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 1
3468-4168-1431, v. 1
Information Form and Checklist
(ASX Foreign Exempt Listing)
Name of entity ABN/ACN/ARBN/ARSN
Winton Land Limited ARBN 655 601 568
We (the entity named above) supply the following information and documents to support our application
for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Note: by giving an Appendix 1C Application for Admission to the ASX Official List (ASX Foreign Exempt Listing) to ASX, the entity is taken
to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official
list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent
permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1C
of the ASX Listing Rules).
The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the
warranty and indemnity mentioned above.
Terms used in this Information Form and Checklist have the same meaning as in the ASX Listing Rules.
Part 1 – Information to be supplied with Appendix 1C
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
All entities – corporate details
Type of Australian registration number
given above (eg ABN, ACN, ARSN or
ARBN)
ARBN 655 601 568
Legal entity identifier, if applicable N/A
Place of incorporation or
establishment
New Zealand
Date of incorporation or
establishment
19 June 2017
Legislation under which incorporated
or established
Companies Act 1993 (New Zealand)
Address of registered office in place
of incorporation or establishment
Level 4, 10 Viaduct Harbour Avenue,
Auckland Central,
Auckland 1010 New Zealand
Address of registered office in
Australia (if any)
c/- Mills Oakley, Level 7, 151 Clarence Street, Sydney NSW 2000
Main business activity Property developer
Country where main business activity
is mostly carried on
New Zealand
Home exchange and listing category
1

NZX Main Board

1
Examples: NZX Main Board, Toronto Stock Exchange, NASDAQ

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 2
3468-4168-1431, v. 1
Any other exchanges on which the
entity is listed
To be listed on New Zealand Stock Exchange concurrently with ASX foreign
exempt listing
Street address of principal
administrative office
Level 4, 10 Viaduct Harbour Avenue,
Auckland Central,
Auckland 1010 New Zealand
Postal address of principal
administrative office
Level 4, 10 Viaduct Harbour Avenue,
Auckland Central,
Auckland 1010 New Zealand
Telephone number of principal
administrative office
+64 9 377 7003
E-mail address for investor enquiries enquiries@winton.nz
Website URL https://www.winton.nz/
All entities – board and senior management details
2

Full name and title of chairperson of
directors
Christopher Scott Meehan
Full names of all existing directors Julian Bradwell Cook, executive director
David Joseph Liptak, non-executive director
Christopher Scott Meehan, chief executive officer and chair
Michaela Ward Meehan, executive director
Anna Marion Molloy, independent non-executive director
Glen Andrew Tupuhi, independent non-executive director
Full names of any persons proposed
to be appointed as additional or
replacement directors
None
Full name and title of CEO/managing
director
Christopher Scott Meehan, Chief Executive Officer
Email address of CEO/managing
director
Chris.Meehan@winton.nz
Full name and title of CFO Jean McMahon, Chief Financial Officer
Email address of CFO Jean.McMahon@winton.nz
Full name and title of company
secretary
Justine Hollows
Email address of company secretary Justine.Hollows@winton.nz

2
If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 3
3468-4168-1431, v. 1
All entities – ASX compliance contact details
3

Full name and title of ASX contact(s) Justine Hollows, General Counsel and Company Secretary
Business address of ASX contact(s) Level 4, 10 Viaduct Harbour Avenue,
Auckland Central,
Auckland 1010 New Zealand
Business phone number of ASX
contact(s)
+64 9 222 2922
Mobile phone number of ASX
contact(s)
+64 27 836 1875
Email address of ASX contact(s) Justine.Hollows@winton.nz
All entities – investor relations contact details
Full name and title of person
responsible for investor relations
Jean McMahon, CFO
Business phone number of person
responsible for investor relations
+64 22 085 7101
Email address of person responsible
for investor relations
jean.mcmahon@winton.nz
All entities – auditor details
Full name of auditor KPMG, Auckland
All entities – registry details
4

Name of securities registry
Link Market Services Limited
Address of securities registry
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 (PO Box 91976,
Auckland 1142)
Phone number of securities registry
+64 9 375 5998
Fax number of securities registry
+64 9 375 5990
Email address of securities registry
enquiries@linkmarketservices.co.nz
Type of subregisters the entity will
operate
5

CHESS and Issuer Sponsored
If the entity has or intends to have a
certificated subregister for quoted
securities, the location of the
Australian subregister
N/A

3
Under Listing Rule 1.11 Condition 9, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can
appoint more than one person to cater for situations where the primary nominated contact is not available.
4
If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.
5
Example: CHESS and issuer sponsored subregisters.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 4
3468-4168-1431, v. 1
All entities – key dates
Annual balance date 30 June
Month in which annual meeting is
usually held (or intended to be held)
6

October
Months in which dividends or
distributions are usually paid (or are
intended to be paid)
March and September

Part 2 – Checklist Confirming Compliance with Admission Requirements
Instructions: please indicate in the “Location/Confirmation” column for each item below where the information or document referred to in
that item is to be found (eg in the case of information, the specific page reference in the entity’s most recent annual report or any
subsequent interim report where that information is located or, in the case of a document, the folder tab number where that document is
located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item
is not applicable, please mark it as “N/A”.
In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist
(other than the 10 copies of the entity’s most recent annual report and any subsequent interim report referred to in item 5) are provided in a
folder separated by numbered tabs.
Note that completion of this Checklist is not to be taken to represent that the entity is necessarily in full or substantial compliance with the
ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX
may refuse admission without giving any reasons (see Listing Rule 1.19).
All entities – key supporting documents
N
o
Item Location/Confirmation
1. A copy of the entity’s certificate of incorporation, certificate of registration or
other evidence of status (including any change of name)
See Item 1 (ASIC Certificate of
Registration as a Foreign Company)
See Item 2 (New Zealand Companies
Office Certificate of Incorporation)

2. A copy of the entity’s constitution

See Item 3 (Constitution)

3. Confirmation that the entity is subject to, and complies with, the listing rules
(or their equivalent) of its overseas home exchange (Listing Rule 1.11
Conditions 2 and 3)
Confirmed. See Item 4.

4. Details of any waiver or all or part of any listing rule (or the equivalent)
provided by home exchange that will be in effect upon admission (Listing
Rule 1.11 Condition 4)
7

None.

5. 10 copies of the entity’s most recent annual report and any subsequent
interim report
See Item 5 – Winton Land Limited
(Formerly known as Winton Property
Limited) FY20 Annual Report (FY
Ending 30 June 2020) and FY21 Annual
Report (FY Ending 30 June 2021)

6. Original executed ASX Online agreement confirming that documents may be
given to ASX and authenticated electronically (Listing Rule 1.11
Condition 10)
8

See Item 6 (ASX Online agreement)

6
May not apply to some trusts.
7
ASX may require details of waivers to be released to the market (see the note to Listing Rule 1.11 Condition 4).
8
An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 5
3468-4168-1431, v. 1
N
o
Item Location/Confirmation
7. A specimen certificate/holding statement for each class of securities to be
quoted or a specimen holding statement for CDIs (as applicable)
See Items 7 and 8 (specimen
certificate/holding statement)

8. Please either enter “Confirmed” in the column to the right to confirm that the
entity has not previously applied for, and been refused or withdrawn its
application for, admission to the official list of another securities exchange, or
attach a statement explaining the circumstances and state the location of
that statement
Confirmed

9. Payment for the initial listing fee.
9

To be paid by EFT
All entities – capital structure
10. A table showing the existing and proposed capital structure of the entity,
broken down as follows:
(a) the number and class of each equity security and each debt security
currently on issue; and
(b) the number and class of each equity security and each debt security
proposed to be issued between the date of this application and the date
the entity is admitted to the official list; and
(c) the resulting total number of each class of equity security and debt
security proposed to be on issue at the date the entity is admitted to the
official list.
Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a
minimum, maximum or oversubscription number of securities, the table should be presented to
disclose each scenario.
Please see Item 9 – Winton Land
Limited Existing capital structure and
Item 10 – Outline of proposed capital
structure

11. For each class of securities referred to in the table mentioned in item 10, the
terms applicable to those securities
Note: This applies whether the securities are quoted or not.
For equity securities (other than options to acquire unissued securities or convertible debt
securities), this should state whether they are fully paid or partly paid; if they are partly paid , the
amount paid up and the amount owing per security; voting rights; rights to dividends or
distributions; and conversion terms (if applicable).
For options to acquire unissued securities, this should state the number outstanding, exercise
prices and expiry dates
For debt securities or convertible debt securities, this should state their nominal or face value;
rate of interest; dates of payment of interest; date and terms of redemption; and conversion
terms (if applicable).
Please see PDS, Section 6 (Item 11) –
‘Key features of ordinary shares’
Please see summary of option terms on
page 57 of PDS (Item 12)

12. If any class of securities which you are seeking to have quoted on ASX will
not have CDIs issued over them, please obtain and provide an International
Securities Identification Number (ISIN) for that class (ASX is not able to
create a new ISIN for non-Australian issuers).
TBC once issued by NZX
All entities – other information
13. A brief history of the entity

Please see PDS, Section 2 (Item 11) –
‘Winton’s History’

9
See Guidance Notes 15 and 15A for the fees payable on the application. Payment can be made either by cheque made payable to ASX Operations Pty
Ltd or by electronic funds transfer to the following account:
Bank: National Australia Bank
Account Name: ASX Operations Pty Ltd
BSB: 082 057
A/C: 494728375
Swift Code (Overseas Customers): NATAAU3202S
If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment
as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie
Sydney, Melbourne or Perth) and the amount paid.

ASX Foreign Exempt Listing Information Form and Checklist (01/12/19) Page 6
3468-4168-1431, v. 1
N
o
Item Location/Confirmation
14. Details of the entity’s existing activities and level of operations

Please see PDS, Section 2 (Item 11) –
‘Winton and what it does’

15. Confirmation that there is no information not already disclosed to the entity’s
home exchange that should have been disclosed under the rules of that
exchange
Confirmed
Entities that are trusts
16. Please enter “Confirmed” in the column to the right to indicate that no-one is
under an obligation to buy-back units in the trust or to allow a security holder
to withdraw from the trust (Listing Rule 1.11 Condition 8(c))
N/A
Entities that do not have a primary listing on NZX Main Board
17. A completed Appendix 1C Information Form and Checklist Annexure 1
(Entities that do not have a Primary Listing on the NZX Main Board)
10

N/A
Entities that have a primary listing on NZX Main Board
18. A completed Appendix 1C Information Form and Checklist Annexure 2
(Entities that have a Primary Listing on the NZX Main Board)
11

Please see Item 13 - Appendix 1C
Information Form and Checklist
Annexure 2
Further documents to be provided before admission to the official list
Please note that in addition to the information and documents mentioned above, an entity may be required to provide additional
information to ASX under Listing Rule 1.17.

10
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
11
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

---

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 1
3460-6802-5879, v. 1
Information Form and Checklist
Annexure 2 (Entities that have a Primary Listing
on the NZX Main Board)
Name of entity ABN/ACN/ARBN/ARSN
Winton Land Limited ARBN 655 601 568
This Annexure forms part of the Information Form and Checklist supplied by the entity named above to support its
application for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
N
o
Item Location/Confirmation
All entities
1. For each director or proposed director, the CEO or proposed CEO, and the
CFO or proposed CFO (together, “relevant officers”) of the entity at the date
of listing,
1
a list of the countries in which they have resided over the past
10 years (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
2

Julian Bradwell Cook, Director, New
Zealand
David Joseph Liptak, Director, United
States of America (New York)
Christopher Scott Meehan, Director and
CEO, New Zealand and Australia
Michaela Ward Meehan, Director, New
Zealand and Australia
Anna Marion Molloy, Director, New
Zealand
Glen Andrew Tupuhi, Director, New
Zealand
Jean Hilary McMahon, CFO, New
Zealand

2. For each relevant officer, a list of any other names or alias they have used in
the past 10 years, including any maiden name or married name
3
(Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
N/A

3. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a national criminal history
check obtained from the Australian Federal Police, a State or Territory police
service or a broker accredited by Australian Criminal Intelligence
Commission which is not more than 12 months old (Listing Rule 1.11
Condition 11 and Guidance Note 1 section 3.21)
See Item 1 (national criminal history
check for Christopher Scott Meehan and
Michaela Ward Meehan)

4. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national criminal history check to that mentioned in item 3 above
for each country in which the relevant officer has resided over the past
10 years (in English or together with a certified English translation) which is
not more than 12 months old or, if such a check is not available in any such
See Item 2 (national criminal history
check for Julian Bradwell Cook,
Christopher Scott Meehan, Michaela
Ward Meehan, Anna Marion Molloy,
Glen Andrew Tupuhi, Jean McMahon all

1
If the entity applying for admission to the official list is a trust, references in items 1, 2, 3, 4, 5, 6 and 7 to a relevant officer mean a relevant officer of the
responsible entity of the trust.
2
The information referred to in items 1, 2, 3, 4, 5, 6 and 7 is required so that ASX can be satisfied that the relevant officer is of good fame and character
under Listing Rule 1.11 Condition 11.
3
The sample statutory declaration referred to in item 7 below addresses this requirement. Note that if the relevant officer has used another name or alias
(including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 3, 4, 5, and 6 must cover
all of the names or aliases the relevant officer has used over that period.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 2
3460-6802-5879, v. 1
N
o
Item Location/Confirmation
country, a statutory declaration
4
from the relevant officer confirming that fact
and that he or she has not been convicted in that country of:
(a) any criminal offence involving fraud, dishonesty, misrepresentation,
concealment of material facts or breach of his or her duties as a director
or officer of a company or other entity; or
(b) any other criminal offence which at the time carried a maximum term of
imprisonment of five years or more (regardless of the period, if any, for
which he or she was sentenced),
or, if that is not the case, a statement to that effect and a detailed
explanation of the circumstances involved (Listing Rule 1.11 Condition 11
and Guidance Note 1 section 3.21)
New Zealand and David Joseph Liptak,
United States
=
5. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a search of the Australian
Financial Security Authority National Personal Insolvency Index which is not
more than 12 months old (Listing Rule 1.1 Condition 11 and Guidance
Note 1 section 3.21)
See Item 3 (insolvency search for
Christopher Scott Meehan and Michaela
Ward Meehan)

6. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national bankruptcy check to that mentioned in item 5 above for
each country in which the relevant officer has resided over the past 10 years
(in English or together with a certified English translation) which is not more
than 12 months old or if such a check is not available in any such country, a
statutory declaration
5
from the relevant officer confirming that fact and that
he or she has not been declared a bankrupt or been an insolvent under
administration in that country or, if that is not the case, a statement to that
effect and a detailed explanation of the circumstances involved (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
See Item 4 (insolvency search for Julian
Bradwell Cook, Christopher Scott
Meehan, Michaela Ward Meehan
(including former name Michaela Ward),
Anna Marion Molloy (including former
name Anna Tonks), Glen Andrew
Tupuhi, Jean McMahon (including
former name Jean Furlong) all New
Zealand and David Joseph Liptak,
United States)

7. A statutory declaration
6
from each relevant officer specifying whether they
have used any other name or alias in the past 10 years and confirming that:
(a) the relevant officer has not been the subject of any criminal or civil penalty
proceedings or other enforcement action by any government agency in
which he or she was found to have engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(b) the relevant officer has not been refused membership of, or had their
membership suspended or cancelled by, any professional body on the
ground that he or she has engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(c) the relevant officer has not been the subject of any disciplinary action
(including any censure, monetary penalty or banning order) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with his or her obligations as a director or officer of a
listed entity;
(d) no listed entity of which he or she was a relevant officer (or, in the case of
a listed trust, in respect of which he or she was a relevant officer of the
responsible entity of the trust) at the time of the relevant conduct has been
the subject of any disciplinary action (including any censure, monetary
penalty, suspension of trading or termination of listing) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with its obligations under the Listing Rules applicable
to that entity; and
(e) the relevant officer is not aware of any pending or threatened investigation
or enquiry by a government agency, professional body, securities
See Item 5 (Julian Bradwell Cook,
Christopher Scott Meehan, Michaela
Ward Meehan, Anna Marion Molloy,
Glen Andrew Tupuhi, David Joseph
Liptak, and Jean McMahon statutory
declarations)

4
The sample statutory declaration referred to in item 7 below also addresses this requirement.
5
The sample statutory declaration referred to in item 7 also addresses this requirement.
6
A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 3
3460-6802-5879, v. 1
N
o
Item Location/Confirmation
exchange or other authority responsible for regulating securities markets
that could lead to proceedings or action of the type described in (a), (b),
(c) or (d) above,
or, if the relevant officer is not able to give such confirmation, a statement to
that effect and a detailed explanation of the circumstances involved (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.18)
Entities applying under the profit test
8. Evidence that the entity is a going concern or the successor of a going
concern (Listing Rules 1.11 Condition 6(a) and 1.2.1)
See Item 6, Winton Land Limited
(Formerly known as Winton Property
Limited) FY21 Annual Report (FY
Ending 30 June 2021)

9. Evidence that the entity has been in the same main business activity for the
last 3 full financial years (Listing Rules 1.11 Condition 6(a) and 1.2.2)
See Item 6, Winton Land Limited
(Formerly known as Winton Property
Limited) FY19 Annual Report (FY
Ending 30 June 2019), FY20 Annual
Report (FY Ending 30 June 2020) and
FY21 Annual Report (FY Ending 30
June 2021)

10. Audited accounts for the last 3 full financial years, including the audit reports
(Listing Rules 1.11 Condition 6(a) and 1.2.3(a))
See Item 6, Winton Land Limited
(Formerly known as Winton Property
Limited) FY19 Annual Report (FY
Ending 30 June 2019), FY20 Annual
Report (FY Ending 30 June 2020) and
FY21 Annual Report (FY Ending 30
June 2021)

11. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rules 1.11 Condition 6(a) and 1.2.3(b))
N/A

12. A reviewed pro forma statement of financial position, including the review
(Listing Rules 1.11 Condition 6(a) and 1.2.3(c))
7

See Item 7 (reviewed pro forma
statement of financial position)

13. Evidence that the entity’s aggregated profit from continuing operations for
the last 3 full financial years has been at least $1 million (Listing Rules 1.11
Condition 6(a) and 1.2.4)
See Item 6, Winton Land Limited
(Formerly known as Winton Property
Limited) FY19 Annual Report (FY
Ending 30 June 2019), FY20 Annual
Report (FY Ending 30 June 2020) and
FY21 Annual Report (FY Ending 30
June 2021)

14. Evidence that the entity’s profit from continuing operations in the past
12 months to a date no more than 2 months before the date of this
application has exceeded $500,000 (Listing Rules 1.11 Condition 6(a) and
1.2.5)
See Item 6, Winton Land Limited
(Formerly known as Winton Property
Limited) FY21 Annual Report (FY
Ending 30 June 2021)

15. Is there a statement in the Offer Document that the entity’s directors
8
have
made enquiries and nothing has come to their attention to suggest that the
entity is not continuing to earn profit from continuing operations up to the
date of the Offer Document
See Item 8

7
Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company
auditor) or independent accountant.
8
If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.

ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 4
3460-6802-5879, v. 1
N
o
Item Location/Confirmation
If so, where is it?
If not, please attach such a statement signed by all of the entity’s directors
9

(Listing Rule 1.2.6)
Entities applying under the assets test
16. Evidence that the entity has:
(a) if it is not an investment entity, net tangible assets of at least $4 million
(after deducting the costs of fund raising) or a market capitalisation of at
least $15 million;
(b) if it is an investment entity other than pooled development fund, net
tangible assets of at least $15 million; or
(c) if it is a pooled development fund, net tangible assets of at least
$2 million (Listing Rules 1.11 Condition 6(a), 1.3.1 and 1.3.4)
N/A

17. Evidence that the entity’s working capital (as shown in its reviewed pro forma
statement of financial position under listing Rule 1.3.5(d)) is at least
$1.5 million (Listing Rules 1.11 Condition 6(a) and 1.3.3(c))
N/A

18. Audited accounts for the last 2 full financial years, including the audit reports
(Listing Rules 1.11 Condition 6(a) and Listing Rule 1.3.5(a))
N/A

19. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rules 1.11 Condition 6(a) and 1.3.5(b))
N/A

20. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity,
audited accounts for the last 2 full financial years for that other entity or
business, including the audit reports (Listing Rules 1.11 Condition 6(a) and
1.3.5(c) first bullet point)
N/A

21. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity and
the last full financial year for that other entity or business ended more than
6 months and 75 days before the date of this application, audited or
reviewed accounts for the last half year (or longer period if available) from
the end of the last full financial year for that other entity or business,
including the audit report or review (Listing Rules 1.11 Condition 6(a) and
1.3.5(c) second bullet point)
N/A

22. A reviewed pro forma statement of financial position, including the review
(Listing Rules 1.11 Condition 6(a) and 1.3.5(d))
10

N/A

9
If the entity applying for admission to the official list is a trust, the statement should be signed by all directors of the responsible entity of the trust.
10
Note: the review must be conducted by a registered company auditor or an overseas equivalent of a registered company auditor or independent
accountant.

---

WINTON PROPERTY LIMITED
FINANCIAL STATEMENTS
2019

CONTENTS
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
4
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
5
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
6
CONSOLIDATED STATEMENT
OF CASH FLOWS
7
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
8
INDEPENDENT AUDITOR’S REPORT19
CORPORATE DIRECTORY21

3
It is with great pleasure that I present the 2019 Financial
Statements for Winton Property Limited (Winton). 2019 has been
another busy year for Winton with many highlights to celebrate.

During the year, Winton has continued to advance its
developments throughout New Zealand and Australia. Winton’s
pre sales book now stands at over 800 sales, which will deliver
gross revenue well in excess of $400m over the coming years.
This is a tremendous position to be in as Winton celebrated its
10-year anniversary in August 2019.

One highlight of the year was receiving the consent for the
Waterfall Park Hotel in Arrowtown. Upon completion, this
380 room 5-star hotel with facilities comprising a selection
of restaurants, a 600-person conference facility, chapel and
wellness retreat will be one of New Zealand’s largest hotels.
Winton has another exciting year ahead and, on behalf of the
Board, and my fellow shareholders, I would like to thank the team
for all of their hard work.
CHRISTOPHER MEEHAN
CHAIRMAN / CHIEF EXECUTIVE OFFICER

4
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
All VALUES IN $000’SNOTE

2019

2018
Revenue
51,201 68,463
Cost of sales
(23,386) (39,066)
Gross profit 27,815 29,397
Other income 550 735
Interest income 448 331
Property expenses (199) (133)
Interest expense and bank fees (3,617) (1,808)
Selling expenses (4,522) (2,897)
Administrative expenses4.1
(10,477) (10,082)
Profit before income tax 9,998 15,543
Income tax expense
Current taxation4.2 (2,707) (4,411)
Deferred taxation4.2
(93) (109)
Total income tax expense
(2,800) (4,520)
Profit after income tax 7,198 11,023
Movement in currency translation reserve (146) 107
Total comprehensive income after tax 7,052 11,130
The accompanying notes form part of these financial statements.

5
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
All VALUES IN $000'S NOTE
SHARE
CAPITAL
RETAINED
EARNINGS
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTAL
EQUITY
Balance as at 1 JULY 2017 (UNAUDITED) - 11,197 (20) 11,177
Total comprehensive income
- 11,023 107 11,130
Dividends 4.3 - (5,337) - (5,337)
Distribution4.3 - (5,321) - (5,321)
Issue of shares4.3
29,100 - - 29,100
Balance as at 30 JUNE 2018 (AUDITED) 29,100 11,562 87 40,749
Total comprehensive income
- 7,198 (146) 7,052
Issue of shares4.3
10,000 - - 10,000
Balance as at 30 JUNE 2019 (AUDITED) 39,100 18,760 (59) 57,801
The accompanying notes form part of these financial statements.

6
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2019
CHRISTOPHER MEEHAN
CHAIRMAN
MICHAELA MEEHAN
DIRECTOR
All VALUES IN $000’SNOTE20192018
CURRENT ASSETS
Cash and cash equivalents 10,951 19,441
Accounts receivable, prepayments and other assets4.4 2,599 4,997
Development property2
22,694 6,249
Total current assets 36,244 30,687
NON-CURRENT ASSETS
Development property2 104,477 76,031
Property, plant and equipment 2,611 1,631
Intangible assets 123 5
Funds in escrow 1,009 -
Deferred tax asset4.2
- 56
Total non-current assets 108,220 77,723
Total assets 144,464 108,410
CURRENT LIABILITIES
Accounts payable, accruals and other liabilities4.5 7,057 10,031
Taxation payable 2,740 4,326
Borrowings3
- 52,117
Total current liabilities 9,797 66,474
NON-CURRENT LIABILITIES
Borrowings3 75,843 -
Deferred tax liability4.2 37 -
Long term deposits 4.6
986 1,187
Total non-current liabilities 76,866 1,187
Total liabilities 86,663 67,661
Net assets 57,801 40,749
EQUITY
Share capital4.3 39,100 29,100
Foreign currency translation reserve (59) 87
Retained earnings
18,760 11,562
Total equity 57,801 40,749
These consolidated financial statements are signed on behalf of Winton Property Limited on 24 September 2019

7
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
All VALUES IN $000’SNOTE20192018
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 52,196 68,985
Interest received 448 331
Net GST paid (286) (303)
Payment to suppliers and employees (67,175) (50,071)
Purchase of development land (18,000) (17,820)
Interest and other finance costs paid (4,118) (2,242)
Income tax paid
(4,294) (1,639)
Net cash flows from operating activities (41,229) (2,759)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
(1,245) (1,233)
Net cash flows from investing activities (1,245) (1,233)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of new shares4.3 10,000 29,100
Net proceeds from Clipper facility 75,000 -
Net (repayment of) / proceeds from Carter Group facility (40,000) 40,000
Net (repayment of) / proceeds from BNZ Northlake facility (12,120) 12,120
Net repayment of BNZ Group facility - (55,520)
Net repayment of / (proceeds to) related party loans
1,104 (255)
Net cash flows from financing activities
33,984 25,445
Net (decrease) / increase in cash and cash equivalents
(8,490) 21,453
Cash and cash equivalents at beginning of year
19,441 (2,012)
Cash and cash equivalents at end of year 10,951 19,441
The accompanying notes form part of these financial statements.

8
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
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 financial statements are for Winton Property Limited (the Company) (formerly Winton Partners Land Limited) and
its subsidiaries (the Group). The Company is a limited liability company incorporated in New Zealand and is registered
under the New Zealand Companies Act 1993. The Group’s principal activity is the development and sale of residential
land properties.
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 - Reduced
Disclosure Regime (‘NZ IFRS RDR’) as a Tier 2 for-profit entity in accordance with XRB A1 Accounting Standards
Framework (For-Profit Entities Update), and other applicable Financial Reporting Standards as appropriate to profit-
oriented entities. The Company qualifies to report under Tier 2 as it has no public accountability. The Company is a
reporting entity for the purposes of the Financial Reporting Act 2013 and its financial statements comply with the Act.

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.
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. New standards, amendments and interpretations
At the date of authorisation of these financial statements, the following relevant standard was in issue and effective
however, it has not been applied in preparing these financial statements since it is effective for accounting periods
beginning on or after 1 January 2019.

NZ IFRS 16 ‘Leases’: This standard will replace the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance lease
(on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease
liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional
exemption for certain short-term leases and leases of low-value assets; however, this exemption can only be applied by
lessees.

For lessors, the accounting for leases under NZ IFRS 16 is almost the same. However, as the guidance on the definition
of a lease has been updated (as well the guidance on the combination and separation of contracts), lessors will also be
affected by the new standard.

The Group will adopt NZ IFRS 16 on 1 July 2020, the commencement of the first accounting period following its effective
date of 1 January 2019.

The Group has completed an initial assessed regarding the impact of adopting NZ IFRS 16. As a lessor, there are no
changes to the Group’s current accounting treatment and disclosure of leases. As a lessee, the Group will apply NZ IFRS
16 using the simplified retrospective approach. Under this approach, the Group will recognise a right of use asset and
lease liability relating to one leased property which is not expected to have a material impact on the Group’s financial
statements.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

9
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. GENERAL INFORMATION (Continued)
1.6. 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 significant judgements, estimates and assumptions made
in the preparation of these financial statements are as follows:
4.2. Taxation (Page 11)
1.7. Accounting policies
No changes to accounting policies have been made during the year, other than following the adoption of new
standards outlined in section 1.8, which follows below, and policies have been consistently applied to all years
presented. Significant accounting policies have been included throughout the notes to the financial statements.
Other relevant policies are provided as follows:
Revenue
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.
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.
1.8. Adoption of new standards
The Group has adopted both NZ IFRS 9 ‘Financial Instruments’ and NZ IFRS 15 ‘Revenue from contracts with
customers’, which are mandatory for the financial periods beginning on 1 January 2018.
Impact of adoption of NZ IFRS 15 Revenue from Contracts with Customers
Effective 1 July 2018, the Group applied NZ IFRS 15 for its accounting of revenue from customers. The new
standard replaces NZ IAS 18 Revenue and introduces a principles based five-step model to recognise revenue
when a performance obligation is satisfied by transferring control of a good or service to the customer.
It has been determined that the impact of the new standard is not significant. All revenue of the Group is derived
from the satisfaction of a single performance obligation, which is the sale of development property at a point in
time. There has been no change in the timing of revenue recognition for this performance obligation.
The Group elected to apply the cumulative effect method under NZ IFRS 15, which did not result in an impact on
the financial statements for the year ended 30 June 2019.

Impact of adoption of NZ IFRS 9 Financial Instruments
Effective 1 July 2018, the Group applied NZ IFRS 9 for its accounting of financial instruments, which included the
adoption of the “expected loss model”, replacing the “incurred loss” impairment model for financial assets that
are not measured at fair value through profit and loss (FVTPL). In accordance with the new standard, the Group’s
financial assets which consist primarily of trade and other receivables, are assessed for impairment on a forward
looking basis taking into consideration not only past events and current conditions, but also forecast future
economic conditions.
It has determined that the impact of NZ IFRS 9 on Group’s impairment assessment of trade and other receivables
is not significant. Other provisions of NZ IFRS 9 were not considered applicable to the Group’s financial
statements in 2019. The Group elected to apply the cumulative effect method under NZ IFRS 9 which did not
result in an impact on the financial statements for the year ended 30 June 2019.

10
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
2. DEVELOPMENT PROPERTY
This section shows the real estate assets used to generate the Group’s trading performance which are
considered to be the most relevant to the operations of the Group.
ALL VALUES IN $000's20192018
Expected to settle within one year
22,694 6,249
Expected to settle greater than one year
104,477 76,031
Total development property 127,171 82,280

Recognition and Measurement
Development property is carried at the lower of cost and net realisable value. Cost includes the cost of
acquisition, development, and holding costs such as interest. All holding costs are expensed through profit or
loss in the year incurred with the exception of interest holding costs which are capitalised during the period
when active development is taking place. During the year ended 30 June 2019, $1,494,000 of interest has
been capitalised to development properties (2018: $405,000). Interest and other holding costs incurred after
completion of development are expensed as incurred. Development property includes deposits paid on
unconditional contracts for development land.
The carrying amounts of the development property are reviewed at each balance date to determine whether
there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and risks specific to the asset. For an asset
that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-
generating unit to which the asset belongs. Whenever the carrying amount of an asset of its cash-generating
unit exceeds its recoverable amount the impairment loss is recognised in profit or loss.
As at 30 June 2019, the fair values of the development properties have been assessed by a combination
of internal and external valuations and the total value is in excess of the carrying value, therefore there is no
indication of impairment.
The fair value of development property as determined by the independent valuer is categorised as Level 3 based
on the inputs to the valuation methodology. 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
fair 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 2019

11
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
3. BORROWINGS
This section outlines how the Group manages its capital structure, financing costs and exposure to interest
rate risk.

(i) Net borrowings
All VALUES IN $000'S20192018
Clipper facility drawn down
75,955 -
Carter Group facility drawn down - 40,568
BNZ Northlake facility drawn down - 12,121
Unamortised borrowings establishment costs
(112) (572)
Net borrowings 75,843 52,117
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) Clipper facility
On 13 May 2019, the Group entered into a debt facility with Clipper for $130,000,000 plus capitalised
interest and capitalised fees. The facility expires 12 May 2023.
(iii) Carter Group facility
On 22 May 2018, the Group entered into a debt facility with Carter Group for $40,000,000. The facility was
repaid and cancelled on 13 May 2019.
(iv) BNZ Northlake facility
On 7 June 2018, the Group entered into a Northlake debt facility with BNZ for $23,372,000. The facility was
repaid and cancelled on 24 July 2018.
(v) BNZ Group facility
On 29 October 2015, the Group entered into a Group debt and overdraft facility with BNZ. On 11 September
2017, the facility was amended increasing the debt facility limit to $63,161,000 and overdraft facility to
$10,000,000. Both the debt and overdraft facilities were repaid and cancelled on 7 June 2018.
(vi) Security
The Clipper facility is secured by way of a general security deed provided by the Group companies (except
Beaches Developments Limited, Bellbird Shelf Pty Limited, Lakes Edge Developments Limited, Frances
Street Developments Pty Limited, Northlake Hotels Limited, Northbrook Retirement Villages Limited,
Northbrook Te Kauwhata Limited, Northbrook Wanaka Limited, River Terrace Developments Limited, River
Terrace Residential Limited, Winton Advisory Limited, Winton Capital Limited, Winton Partners Bellbird
Pty Limited and Winton Property Investments Limited) and registered mortgage security across the
development properties (except the Beaches development, the Northlake Hotel development, the North
Ridge development and the River Terrace development).

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

12
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
4. OTHER
This section includes additional information that is considered less significant in understanding of the financial
performance and position of the Group, but must be disclosed to comply with New Zealand Equivalents to
International Financial Reporting Standards - Reduced Disclosure Regime (‘NZ IFRS RDR’) as a Tier 2 for-profit
entity in accordance with XRB A1 Accounting Standards Framework (For-Profit Entities Update).
4.1. Administrative expenses
ALL VALUES IN $000's20192018
Auditors remuneration:
Audit of annual financial statements (73) (90)
Tax compliance and advisory fees (105) (204)
Loaned staff - (60)
Depreciation (265) (162)
Directors’ fees (37) (51)
Doubtful Debts Expense (317) (303)
Employee benefits expense (6,808) (7,551)
Operating lease and rental payments (390) (143)
Other expenses
(2,482) (1,518)
Total administrative expenses (10,477) (10,082)

4.2. Taxation
(i) Current taxation
ALL VALUES IN $000's20192018
Profit before income tax
9,998 15,543
Prima facie income tax calculated at 28% (2,799) (4,352)
Adjusted for:
Non-tax deductible revenue and expenses (113) (220)
Movement in temporary differences 72 198
Current tax prior period adjustment 158 -
Tax losses not utilised
(25) (37)
Current taxation expense (2,707) (4,411)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

13
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
4. OTHER (Continued)
4.2. Taxation (Continued)
(ii) Deferred taxation

UNAUDITED
2017
A S AT
AUDITED
2018
RECOGNISED
IN PROFIT
AUDITED
2018
A S AT
AUDITED
2019
RECOGNISED
IN PROFIT
AUDITED
2019
A S AT
ALL VALUES IN $000's
Deferred tax assets
Employee benefits
225
8 233
(36) 197
Accounts payable, accruals and
other liabilities
136 (114) 22 63 85
Losses available for offsetting
against future taxable income
- 61 61 25 86
Gross deferred tax assets 361 (45) 316 52 368
Deferred tax liabilities
Accounts receivable, prepayments
and other assets
- 160 160 (160) -
Property, plant and equipment - 3 3 (1) 2
Development properties
196 (99) 97 306 403
Gross deferred tax liabilities 196 64 260 145 405
Net deferred tax (liability) / asset
165 (109) 56 (93) (37)

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 and is
recognised in the Consolidated Statement of Comprehensive Income for the year.
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.”
Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay
the dividend is recognised.
Key estimates and assumptions: Deferred Tax
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. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

14
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
4. OTHER (Continued)
4.3. Capital and reserves

2019
SHARES
‘000s

2019
$000’s

2018
SHARES
‘000s

2018
$000’s
Shares issued 1 January 191,276 29,100 - -
Shares issued during the year 7,319 10,000 191,276 29,100
Total shares issued and outstanding
198,595 39,100 191,276 29,100
On 14 May 2019, the Company issued 7,319,084 shares in exchange for $10,000,000 cash which the company
used for working capital.
On 7 July 2017, the Company issued 191,276,000 shares of which 162,593,000 shares were in exchange for an
investment in the Group’s subsidiary Winton Partners Holdings Limited (which had been the parent company
previously) and the entities acquired. These shares were issued in consideration of the transfer of net assets of
entities within the Group. The remaining shares, 28,683,000 were issued in exchange for $29,100,000 cash which
the company used to repay Group borrowings.
On 6 July 2017, the Company paid a dividend of $5,337,000 (2017: $3,000). The distribution in retained earnings
of $5,321,000 represents the excess of the settlement amount over the book value of BFT Trust an entity under
common control at the acquisition date.
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.
4.4. Accounts receivable, prepayments and other assets
ALL VALUES IN $000's

2019

2018
Accounts receivable
640 865
Provision for doubtful debts (620) (303)
Prepayments and other assets
2,579 4,435
Total accounts receivable, prepayments and other assets 2,599 4,997
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. A provision for
doubtful debts is established where there is evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivable. Those which are anticipated to be uncollectable are written off.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

15
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
4. OTHER (Continued)
4.5. Accounts payable, accruals and other liabilities
ALL VALUES IN $000's

2019

2018
Accounts payable 3,902 5,152
Accrued interest expense and bank fees
- 26
Accruals and other liabilities in respect of development properties
1,312 838
Accruals and other liabilities
1,843 4,015
Total accounts payable, accruals and other liabilities 7,057 10,031
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.
4.6. Long term deposits
Long term deposits as at 30 June 2019 of $986,000 (2018: $1,187,000) represent deposits paid by customers
for future land purchases.
4.7. Financial instruments
The following financial assets and liabilities, that potentially subject the Group to financial risk, have been
recognised in the financial statements:
ALL VALUES IN $000's

2019

2018
Financial assets
Cash and cash equivalents
10,951 19,441
Accounts receivable and other assets 2,599 4,997
Funds in escrow
1,009 -
Total financial assets 14,559 24,438
Financial liabilities
Accounts payable, accruals and
other liabilities
7,057 10,031
Borrowings 75,843 52,117
Long term deposits
986 1,187
Total financial liabilities 83,886 63,335
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

16
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
4. OTHER (Continued)
4.8. 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 risk management strategy focuses on minimising the potential negative economic
impact of unpredictable events on the Group’s financial well being.
(a) Interest rate risk
The Group has no exposure to the risk of changes in interest rates as none of the Group’s borrowings at
30 June 2019 have floating interest rates.
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.

2019

2018
ALL VALUES IN $000's
GAIN/(LOSS)
ON INCREASE
OF 0.50%
GAIN/(LOSS)
ON DECREASE
OF 0.50%
GAIN/(LOSS)
ON INCREASE
OF 0.50%
GAIN/(LOSS)
ON DECREASE
OF 0.50%
Impact on profit before tax - - (61) 61
Impact on equity - - (44) 44
(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 consisting of cash and cash equivalents, accounts receivable and other assets.
With respect to the credit risk arising from cash and cash equivalents, 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).
With respect to the credit risk arising from accounts receivable, the Group only enters into arrangements
over its development properties 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 4.7 approximates the Groups maximum exposure to
credit risk.

17
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
4. OTHER (Continued)
4.8. Financial risk management (Continued)
(c) Liquidity risk
Liquidity risk is the risk that the Group will have difficulty realising assets and raising sufficient funds to satisfy
commitments associated with financial 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 2019 and 30 June 2018.
CONTRACTUAL CASH FLOWS
ALL VALUES IN $000's
CARRYING
AMOUNT 0-1 YEAR 1-2 YEARS 2-5 YEARS > 5 YEARS TOTAL
Accounts payable, accruals
and other liabilities 7,057 7,057 - - - 7,057
Borrowings 75,843 - - 75,843 - 75,843
Long term deposits
986 - - 986 - 986
Total as at 30 June 2019 83,886 7,057 - 76,829 - 83,886
Accounts payable, accruals
and other liabilities
10,031 10,031 - - - 10,031
Borrowings 52,117 55,706 - - - 55,706
Long term deposits
1,187 - - 1,187 - 1,187
Total as at 30 June 2018 63,335 65,737 - 1,187 - 66,924
(d) Capital risk management
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 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.
The Group’s capital structure includes borrowings and shareholders equity. The Group monitors capital on
the basis of the loan to value ratio and borrowing covenant compliance. The loan to value ratio is calculated as
borrowings divided by the value of development properties. The Group’s strategy is to maintain a loan to value
ratio of no more than 50%.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

18
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2019
4. OTHER (Continued)
4.9. Related party transactions
The Group has related party relationships with its subsidiaries, its Directors and companies outside the Group that
the Directors are Shareholders of. As at 30 June the Group had the following related party balances included in
accounts receivable, prepayments and other assets and accounts payable, accruals and other liabilities.
ALL VALUES IN $000's

2019

2018
Accounts receivable, prepayments and other assets:
North Bay Holdings Limited - 304
Speargrass Trust - 7
Loan to directors 23 2,282
Accounts payable, accruals and other liabilities:
Winton Partners Capital Pty Limited
- (1,507)
Net related party balance
23 1,086
On 27 August 2019, the net balance receivable as at 30 June 2019 of $23,000 was repaid to the Group in cash.
On 26 September 2018, the net balance receivable as at 30 June 2018 of $1,086,000 was repaid to the Group in cash
Transactions with key management personnel for the year were $1,522,000 (2018: $1,500,000) and this is included in
“administrative expenses” (see Note 4.1).
4.10. Operating segments
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 is internally reported as a single operating segment to the chief operating decision-maker.
4.11. Capital commitments
As at 30 June 2019, the Group has entered into contracts for capital expenditure on development properties of
$101,629,000 (2018: $37,500,000).
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019

© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Independent Auditor’s Report
To the shareholders of Winton Property Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of Winton Property Limited
(the ’company’) and its subsidiaries (the 'group') on
pages 4 to 18:
i.present fairly in all material respects the Group’s
financial position as at 30 June 2019 and its
financial performance and cash flows for the
year ended on that date; and
ii.comply with New Zealand Equivalents to
International Financial Reporting Standards
Reduced Disclosure Regime.
We have audited the accompanying consolidated
financial statements which comprise:
—the consolidated statement of financial position
as at 30 June 2019;
—the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
—notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA
Code’), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to tax compliance and advisory services.
Subject to certain restrictions, partners and employees of our firm may also deal with the group on normal terms
within the ordinary course of trading activities of the business of the group. These matters have not impaired our
independence as auditor of the group. The firm has no other relationship with, or interest in, the group.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Our opinion on the consolidated financial statements does not cover any 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 in the audit or otherwise appears materially
misstated. If, based on 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.
19

20

Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent 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 shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
—the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards Reduced Disclosure Regime);
—implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error; and
—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
—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 independent 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 ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-7/
This description forms part of our independent auditor’s report.

KPMG
Auckland
24 September 2019

21
BOARD OF DIRECTORS
Chris Meehan (Chairman / Chief Executive Officer)
Michaela Meehan (Executive Director)
David Liptak (Non-Executive Director)

MANAGEMENT TEAM
Simon Ash (General Manager)
Oliver Leighs (General Manager)
Justine Hollows (General Counsel & Company Secretary)
Jean McMahon (Chief Financial Officer)

REGISTERED OFFICE & CONTACT DETAILS
Level 4, 10 Viaduct Harbour Avenue, Auckland, 1010
PO Box 105526, Auckland 1143
Telephone: +64 9 377 7003

Website: www.winton.nz

AUDITORS
KPMG, Auckland
CORPORATE DIRECTORY

---

WINTON PROPERTY LIMITED
FINANCIAL STATEMENTS
2020

CONTENTS
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
4
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
5
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
6
CONSOLIDATED STATEMENT OF CASH
FLOWS
7
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
8
INDEPENDENT AUDITOR’S REPORT19
CORPORATE DIRECTORY21

3
It is with great pleasure that I present the 2020 Financial
Statements for the Winton Property Limited Group (Winton).
2020 has been a year focussed on delivering and growing our
pre sales book. In May 2020, Winton extended its contract with
the Crown to deliver an additional 1,200 land lots at our Lakeside
development, increasing our pre sales book to over 1,500 sales
and equating to gross revenue in excess of $480m over the
coming years.
The current economic uncertainly and the Covid-19 crisis will
bring challenges in the next period, however the strength of our
pre sales book, which is 80% to the Crown, places Winton in a
strong and stable position.
Winton sadly lost a treasured colleague Oliver Leighs on 7 July
2020. Oliver was a key part of Winton for over seven years. He
was a colleague, a leader and a friend and is dearly missed by all.
On behalf of the Board, and my fellow shareholders, I would like to
thank the Winton team for all of their hard work and look forward
to the coming year.
CHRISTOPHER MEEHAN
CHAIRMAN / CHIEF EXECUTIVE OFFICER

4
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
All VALUES IN $000’SNOTE20202019
Revenue
30,776 51,201
Cost of sales
(25,416) (23,386)
Gross profit 5,360 27,815
Other income 284 550
Interest income 190 448
Property expenses(293)(199)
Interest expense and bank fees (7,325)(3,617)
Selling expenses (3,769)(4,522)
Administrative expenses4.1
(9,993) (10,477)
Loss / (profit) before income tax (15,546) 9,998
Income tax benefit / (expense)
Current taxation4.2 2,826 (2,707)
Deferred taxation4.2
1,402 (93)
Total income tax benefit / (expense)
4,228 (2,800)
(Loss) / profit after income tax
(11,318) 7,198
Movement in currency translation reserve 75 (146)
Total comprehensive income after tax (11,243) 7,052
The accompanying notes form part of these financial statements.

5
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020
All VALUES IN $000'S NOTE
SHARE
CAPITAL
RETAINED
EARNINGS
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTAL
EQUITY
Balance as at 1 JULY 2018 29,100 11,562 87 40,749
Total comprehensive income
- 7,198 (146) 7,052
Issue of shares4.3
10,000 - - 10,000
Balance as at 30 JUNE 2019 39,100 18,760 (59) 57,801
Total comprehensive income
- (11,318) 75 (11,243)
Issue of shares4.3
10,000 - - 10,000
Balance as at 30 JUNE 2020 49,100 7,442 16 56,558
The accompanying notes form part of these financial statements.

6
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2020
CHRISTOPHER MEEHAN
CHAIRMAN
MICHAELA MEEHAN
DIRECTOR
All VALUES IN $000’SNOTE20202019
CURRENT ASSETS
Cash and cash equivalents4.7 16,980 10,951
Accounts receivable, prepayments and other assets4.4 2,906 2,599
Taxation receivable 166 -
Development property2
75,174 22,694
Total current assets 95,226 36,244
NON-CURRENT ASSETS
Development property2 101,115 104,477
Property, plant and equipment 3,019 2,611
Right-of-use asset 979 -
Intangible assets 123 123
Funds in escrow 1,016 1,009
Deferred tax asset4.2
1,365 -
Total non-current assets 107,617 108,220
Total assets 202,843 144,464
CURRENT LIABILITIES
Accounts payable, accruals and other liabilities4.5 10,785 7,057
Taxation payable
- 2,740
Total current liabilities 10,785 9,797
NON-CURRENT LIABILITIES
Borrowings3, 4.7 133,704 75,843
Lease liability 790 -
Deferred tax liability4.2 - 37
Long term deposits 4.6
1,006 986
Total non-current liabilities 135,500 76,866
Total liabilities 146,285 86,663
Net assets 56,558 57,801
EQUITY
Share capital4.3 49,100 39,100
Foreign currency translation reserve 16 (59)
Retained earnings
7,442 18,760
Total equity 56,558 57,801
These consolidated financial statements are signed on behalf of Winton Property Limited on 25 September 2020.

7
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
All VALUES IN $000’SNOTE20202019
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 31,068 52,196
Interest received 191 448
Net GST received / (paid) 489 (286)
Payment to suppliers and employees (82,743) (67,175)
Purchase of development land - (18,000)
Interest and other finance costs paid (5) (4,118)
Income tax paid
(80) (4,294)
Net cash flows from operating activities (51,080) (41,229)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
(452) (1,245)
Net cash flows from investing activities (452) (1,245)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of new shares4.3 10,000 10,000
Net proceeds from Clipper facility 47,560 75,000
Net repayment of Carter Group facility - (40,000)
Net repayment of BNZ Northlake facility - (12,120)
Net repayment of related party loans
1 1,104
Net cash flows from financing activities 57,561 33,984
Net increase / (decrease) in cash and cash equivalents
6,029 (8,490)
Cash and cash equivalents at beginning of year
10,951 19,441
Cash and cash equivalents at end of year 16,980 10,951
The accompanying notes form part of these financial statements.

8
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
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 financial statements are for Winton Property Limited (the Company) (formerly Winton Partners Land Limited) and
its subsidiaries (the Group). The Company is a limited liability company incorporated in New Zealand and is registered
under the New Zealand Companies Act 1993. The Group’s principal activity is the development and sale of residential
land properties.
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 - Reduced
Disclosure Regime (‘NZ IFRS RDR’) as a Tier 2 for-profit entity in accordance with XRB A1 Accounting Standards
Framework (For-Profit Entities Update), and other applicable Financial Reporting Standards as appropriate to profit-
oriented entities. The Company qualifies to report under Tier 2 as it has no public accountability. The Company is a
reporting entity for the purposes of the Financial Reporting Act 2013 and its financial statements comply with the Act.

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.
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 significant judgements, estimates and assumptions made
in the preparation of these financial statements are as follows:

4.2. Taxation (Page 12)
1.6. Accounting policies
No changes to accounting policies have been made during the year, other than following the adoption of new standards
outlined in section 1.7, which follows below, and policies have been consistently applied to all years presented.

Significant accounting policies have been included throughout the notes to the financial statements. Other relevant
policies are provided as follows:

Revenue
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.

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.

9
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
1. GENERAL INFORMATION (Continued)
1.7. Adoption of new standards
The Group has adopted NZ IFRS 16 ‘Leases’ (effective date of 1 January 2019) on 1 July 2019, as required, which has
replaced the previous guidance in NZ IAS 17. NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting
future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional exemption for
certain short-term leases and leases of low-value assets: however, this exemption can only be applied by lessees.

The Group has identified the lease of its head office as the only right-of-use asset and lease liability recognised due to
NZ IFRS 16, and the impact of adopting the standard is not material to the Group. The simplified retrospective transition
method allows the Group to calculate the lease liability and the right-of-use asset based on the remaining cash flows
discounted at transition date “incremental borrowing rate”, being the interest rate of the Clipper facility, 8%. It does not
require a restatement of the prior period presented and there is no impact requiring an adjustment to equity.

10
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
2. DEVELOPMENT PROPERTY
This section shows the real estate assets used to generate the Group’s trading performance which are
considered to be the most relevant to the operations of the Group.
ALL VALUES IN $000's20202019
Expected to settle within one year
75,174 22,694
Expected to settle greater than one year
101,115 104,477
Total development property 176,289 127,171

Recognition and Measurement
Development property is carried at the lower of cost and net realisable value. Cost includes the cost of
acquisition, development, and holding costs such as interest. All holding costs are expensed through profit or
loss in the year incurred with the exception of interest holding costs which are capitalised during the period
when active development is taking place. During the year ended 30 June 2020, $3,078,000 of interest has
been capitalised to development properties (2019: $1,494,000). Interest and other holding costs incurred
after completion of development are expensed as incurred. Development property includes deposits paid on
unconditional contracts for development land.

The carrying amounts of the development property are reviewed at each balance date to determine whether
there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and risks specific to the asset. For an asset
that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-
generating unit to which the asset belongs. Whenever the carrying amount of an asset of its cash-generating
unit exceeds its recoverable amount the impairment loss is recognised in profit or loss.

As at 30 June 2020, the fair values of the development properties have been assessed by management who
have prepared internal valuations and the total value is in excess of the carrying value, therefore there is no
indication of impairment.

The fair value of development property as determined by management is categorised as Level 3 based on
the inputs to the valuation methodology. 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 fair 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).

11
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
3. BORROWINGS
This section outlines how the Group manages its capital structure, financing costs and exposure to interest
rate risk.

(i) Net borrowings
All VALUES IN $000'S20202019
Clipper facility drawn down
133,796 75,955
Unamortised borrowings establishment costs
(92) (112)
Net borrowings 133,704 75,843

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) Clipper facility
On 13 May 2019, the Group entered into a debt facility with Clipper for $130,000,000 plus capitalised
interest and capitalised fees. The facility expires 12 May 2023.

(iii) Carter Group facility
On 22 May 2018, the Group entered into a debt facility with Carter Group for $40,000,000. The facility was
repaid and cancelled on 13 May 2019.

(iv) Security
The Clipper facility is secured by way of a general security deed provided by the Group companies (except
Beaches Developments Limited, Bellbird Shelf Pty Limited, Lakes Edge Developments Limited, Frances
Street Developments Pty Limited, Northlake Hotels Limited, Northbrook Retirement Villages Limited,
Northbrook Te Kauwhata Limited, Northbrook Wanaka Limited, River Terrace Developments Limited, River
Terrace Residential Limited, Winton Advisory Limited, Winton Capital Limited, Winton Partners Bellbird Pty
Limited, Winton Property Investments Limited and Winton Commercial Limited) and registered mortgage
security across the development properties (except the Beaches development, the Northlake Hotel
development, the North Ridge development and the River Terrace development).
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

12
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
4. OTHER
This section includes additional information that is considered less significant in understanding of the financial
performance and position of the Group, but must be disclosed to comply with New Zealand Equivalents to
International Financial Reporting Standards - Reduced Disclosure Regime (‘NZ IFRS RDR’) as a Tier 2 for-profit
entity in accordance with XRB A1 Accounting Standards Framework (For-Profit Entities Update).
4.1. Administrative expenses
ALL VALUES IN $000's20202019
Auditors remuneration:
Audit of annual financial statements (73) (73)
Tax compliance and advisory fees (125) (105)
Depreciation (including right-of-use asset) (488) (265)
Directors' fees (16) (37)
Doubtful debts expense (235) (317)
Employee benefits expense (5,645) (6,808)
Operating lease and rental payments (60) (390)
Other expenses
(3,351) (2,482)
Total administrative expenses (9,993) (10,477)

4.2. Taxation
(i) Current taxation
ALL VALUES IN $000's20202019
Loss / profit before income tax
(15,546) 9,998
Prima facie income tax calculated at 28%4,353 (2,799)
Adjusted for:
Non-tax deductible revenue and expenses(198) (113)
Movement in temporary differences617 72
Current tax prior period adjustment45 158
Tax losses not utilised
(1,991) (25)
Current taxation benefit / (expense)2,826 (2,707)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

13
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
4. OTHER (Continued)
4.2. Taxation (Continued)
(ii) Deferred taxation

2018
A S AT

2019
RECOGNISED
IN PROFIT

2019
A S AT

2020
RECOGNISED
IN PROFIT

2020
A S AT ALL VALUES IN $000's
Deferred tax assets
Employee benefits 233 (36) 197 167 364
Accounts payable, accruals and
other liabilities
22 63 85 (39) 46
Lease liability - - - 284 284
Losses available for offsetting
against future taxable income
61 25 86 2,002 2,088
Gross deferred tax assets 316 52 368 2,414 2,782
Deferred tax liabilities
Accounts receivable, prepayments
and other assets
160 (160) - 7 7
Property, plant and equipment 3 (1) 2 - 2
Right-of-use asset - - - 274 274
Development properties
97 306 403 731 1,134
Gross deferred tax liabilities 260 145 405 1,012 1,417
Net deferred tax (liability) / asset 56 (93) (37) 1,402 1,365
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 and is
recognised in the Consolidated Statement of Comprehensive Income for the year.
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.
Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay
the dividend is recognised.
Key estimates and assumptions: Deferred Tax
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. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

14
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
4. OTHER (Continued)
4.3. Capital and reserves

2020
SHARES
‘000s

2020
$000’s

2019
SHARES
‘000s

2019
$000’s
Shares issued 1 January 198,595 39,100 191,276 29,100
Shares issued during the year 7,222 10,000 7,319 10,000
Total shares issued and outstanding 205,817 49,100 198,595 39,100
On 30 June 2020, the Company issued 7,221,639 shares in exchange for $10,000,000 cash which the Company
used for working capital.

On 14 May 2019, the Company issued 7,319,084 shares in exchange for $10,000,000 cash which the Company
used for working capital.

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.
4.4. Accounts receivable, prepayments and other assets
ALL VALUES IN $000's

2020

2019
Accounts receivable
248 640
Provision for doubtful debts (235) (620)
Prepayments and other assets
2,893 2,579
Total accounts receivable, prepayments and other assets 2,906 2,599
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. A provision for
doubtful debts is established where there is evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivable. Those which are anticipated to be uncollectable are written off.

15
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
4. OTHER (Continued)
4.5. Accounts payable, accruals and other liabilities
ALL VALUES IN $000's

2020

2019
Accounts payable 4,900 3,902
Accruals and other liabilities in respect of development properties
2,086 1,312
Accruals and other liabilities
3,799 1,843
Total accounts payable, accruals and other liabilities 10,785 7,057
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.
4.6. Long term deposits
Long term deposits as at 30 June 2020 of $1,006,000 (2019: $986,000) represent deposits paid by customers
for future land purchases.
4.7. Financial instruments
The following financial assets and liabilities, that potentially subject the Group to financial risk, have been
recognised in the financial statements:
ALL VALUES IN $000's

2020

2019
Financial assets
Cash and cash equivalents
16,980 10,951
Accounts receivable and other assets 2,906 2,599
Funds in escrow
1,016 1,009
Total financial assets 20,902 14,559
Financial liabilities
Accounts payable, accruals and
other liabilities
10,785 7,057
Lease liability 790 -
Borrowings 133,704 75,843
Long term deposits
1,006 986
Total financial liabilities 146,285 83,886

16
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
4. OTHER (Continued)
4.8. 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 risk management strategy focuses on minimising the potential negative economic
impact of unpredictable events
(a) Interest rate risk
The Group has no exposure to the risk of changes in interest rates as none of the Group’s borrowings
at 30 June 2020 and 30 June 2019 have floating interest rates.
(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 consisting of cash and cash equivalents, accounts receivable and other assets.
With respect to the credit risk arising from cash and cash equivalents, 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).
With respect to the credit risk arising from accounts receivable, the Group only enters into arrangements
over its development properties 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 4.7 approximates the Group’s maximum exposure to
credit risk.

17
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
4. OTHER (Continued)
4.8. Financial risk management (Continued)
(c) Liquidity risk
Liquidity risk is the risk that the Group will have difficulty realising assets and raising sufficient funds to satisfy
commitments associated with financial 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 2020 and 30 June 2019.
CONTRACTUAL CASH FLOWS
ALL VALUES IN $000's
CARRYING
AMOUNT 0-1 YEAR 1-2 YEARS 2-5 YEARS > 5 YEARS TOTAL
Accounts payable, accruals
and other liabilities 10,785 10,785 - - - 10,785
Lease liability 790 - 243 547 - 790
Borrowings 133,704 - - 133,704 - 133,704
Long term deposits
1,006 - - 1,006 - 1,006
Total as at 30 June 2020 146,285 10,785 243 135,257 - 146,285
Accounts payable, accruals and
other liabilities 7,057 7,057 - - - 7,057
Borrowings 75,843 - - 75,843 - 75,843
Long term deposits
986 - - 986 - 986
Total as at 30 June 2019 83,886 7,057 - 76,829 - 83,886
(d) Capital risk management
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 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.
The Group’s capital structure includes borrowings and shareholders equity. The Group monitors capital on
the basis of the loan to value ratio and borrowing covenant compliance. The loan to value ratio is calculated as
borrowings divided by the value of development properties. The Group’s strategy is to maintain a loan to value
ratio of no more than 50%.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

18
WINTON PROPERTY LIMITED FINANCIAL STATEMENTS 2020
4. OTHER (Continued)
4.9. Related party transactions
The Group has related party relationships with its subsidiaries, its Directors and companies outside the Group that
the Directors are Shareholders of. As at 30 June the Group had the following related party balances included in
accounts receivable, prepayments and other assets and accounts payable, accruals and other liabilities.
ALL VALUES IN $000's

2020

2019
Accounts receivable, prepayments and other assets:
Loan to directors
22 23
Net related party balance 22 23
On 27 August 2019, the net balance receivable as at 30 June 2019 of $23,000 was repaid to the Group in cash.
Transactions with key management personnel for the year were $1,548,000 (2019: $1,522,000) and this is included
in “administrative expenses” (see Note 4.1).
4.10. Operating segments
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 is internally reported as a single operating segment to the chief operating decision-maker.
4.11. Capital commitments
As at 30 June 2020, the Group has entered into contracts for capital expenditure on development properties
of $34,414,000 (2019: $101,629,000).
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Independent Auditor’s Report
To the shareholders of Winton Property Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of Winton Property Limited
(the ’company’) and its subsidiaries (the 'group') on
pages 4 to 18:
i. present fairly in all material respects the Group’s
financial position as at 30 June 2020 and its
financial performance and cash flows for the
year ended on that date; and
i. comply with New Zealand Equivalents to
International Financial Reporting Standards
Reduced Disclosure Regime.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 30 June 2020;
— the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to tax compliance and advisory services.
Subject to certain restrictions, partners and employees of our firm may also deal with the group on normal terms
within the ordinary course of trading activities of the business of the group. These matters have not impaired our
independence as auditor of the group. The firm has no other relationship with, or interest in, the group.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Our opinion on the consolidated financial statements does not cover any 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 in the audit or otherwise appears materially
misstated. If, based on 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.

20

Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent 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 shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards Reduced Disclosure Regime);
— implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— 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 independent 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 ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-7/
This description forms part of our independent auditor’s report.

KPMG
Auckland
25 September 2020

21
BOARD OF DIRECTORS
Chris Meehan (Chairman / Chief Executive Officer)
Michaela Meehan (Non-Executive Director)
David Liptak (Non-Executive Director)
MANAGEMENT TEAM
Simon Ash (General Manager)
Justine Hollows (General Counsel & Company Secretary)
Jean McMahon (Chief Financial Officer)
REGISTERED OFFICE & CONTACT DETAILS
Level 4, 10 Viaduct Harbour Avenue, Auckland, 1010
PO Box 105526, Auckland 1143
Telephone: +64 9 377 7003
Website: www.winton.nz
AUDITORS
KPMG, Auckland
CORPORATE DIRECTORY

---

WINTON PROPERTY LIMITED
ANNUAL REPORT
2021

CONTENTS
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME

4
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
5
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
6
CONSOLIDATED STATEMENT OF CASH
FLOWS
7
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
9
INDEPENDENT AUDITOR’S REPORT21
CORPORATE DIRECTORY24

3
It is with great pleasure that I present the 2021 Annual Report
for the Winton Property Limited Group (Winton).
2021 has been another busy year for Winton focussed on realising revenue
from development activity undertaken in previous years. Winton has
delivered 553 settlements of land and dwellings across New Zealand in the
past 12 months and successfully launched a number of new developments
and products across New Zealand and Australia.
Winton has also continued to increase its pre-sales book which at 30 June
2021 was 1,889 sales, equating to gross revenue in excess of $652m.
Winton’s development pipeline continues to grow with the recent
acquisitions of land at Ardmore (South Auckland), Avon Loop (Christchurch)
and Wynyard Quarter (Central Auckland). The planning and development of
these projects will be a key focus in the coming year.
During 2021, Winton also unveiled its retirement living brand Northbrook.
Initially five villages within the current portfolio, this will be a key growth
area for Winton in the coming years. We are excited about this next phase
and think we have great positioning in the market where we believe there is
strong demand and little competition.
Some incredible achievements from the Winton team. On behalf of the
Board, and my fellow shareholders, I would like to thank the Winton team for
all of their hard work and look forward to the coming year.
CHRISTOPHER MEEHAN
CHAIRMAN / CHIEF EXECUTIVE OFFICER

4
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
All VALUES IN $000'SNOTE20212020
Revenue
2
176,980 30,776
Cost of sales
(119,554) (25,416)
Gross profit
57,426 5,360
Development management fees 27,500-
Other income 1,123 284
Interest income 215 190
Property expenses (623) (293)
Interest expense and bank fees (6,271) (7,325)
Selling expenses (6,451) (3,769)
Administrative expenses5.1
(9,186) (9,993)
Profit / (loss) before income tax 63,733 (15,546)
Income tax (expense) / benefit
Current taxation5.2 (15,179) 2,826
Deferred taxation5.2
(2,460) 1,402
Total income tax (expense) / benefit
(17,639) 4,228
Profit / (loss) after income tax
46,094 (11,318)
Items that may be reclassified to profit or loss:
Movement in currency translation reserve (12) 75
Total comprehensive income after income tax attributable
to the shareholders of the Company 46,082 (11,243)
The accompanying notes form part of these financial statements.

5
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
All VALUES IN $000'S NOTE
SHARE
CAPITAL
RETAINED
EARNINGS
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTAL
EQUITY
Balance as at 1 JULY 2019 39,100 18,760 (59) 57,801
Total comprehensive income
- (11,318) 75 (11,243)
Issue of shares5.3
10,000 - - 10,000
Balance as at 30 JUNE 2020 49,100 7,442 16 56,558
Total comprehensive income
- 46,094 (12) 46,082
Dividends to shareholders5.3
- (18,845) - (18,845)
Balance as at 30 JUNE 2021 49,100 34,691 4 83,795
The accompanying notes form part of these financial statements.

6
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2021
CHRISTOPHER MEEHAN
CHAIRMAN
All VALUES IN $000’SNOTE20212020
CURRENT ASSETS
Cash and cash equivalents5.9 35,026 16,980
Restricted cash5.4 34,391 -
Accounts receivable, prepayments and other receivables5.5 5,217 2,906
Taxation receivable - 166
Inventories3 46,954 75,174
Total current assets 121,588 95,226
NON-CURRENT ASSETS
Restricted cash5.4 11,120 1,016
Inventories3 116,937 101,115
Property, plant and equipment 2,926 3,019
Right-of-use asset 735 979
Intangible assets 123 123
Deferred tax asset5.2 - 1,365
Total non-current assets 131,841 107,617
Total assets 253,429 202,843
CURRENT LIABILITIES
Accounts payable, accruals and other payables5.6 16,585 10,785
Taxation payable 15,079 -
Total current liabilities 31,664 10,785
NON-CURRENT LIABILITIES
Borrowings4, 5.9 128,732 133,704
Lease liability 547 790
Contract liability5.7 7,225 -
Deferred tax liabilities5.2 1,095 -
Long term deposits 5.8 371 1,006
Total non-current liabilities 137,970 135,500
Total liabilities 169,634 146,285
Net assets 83,795 56,558
EQUITY
Share capital5.3 49,100 49,100
Foreign currency translation reserve 4 16
Retained earnings 34,691 7,442
Total equity 83,795 56,558
These consolidated financial statements are signed on behalf of Winton Property Limited on 1 October 2021.
DAVID LIPTAK
NON-EXECUTIVE DIRECTOR

7
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
All VALUES IN $000’SNOTE20212020
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 208,635 31,068
Interest received 213 191
Net GST received 1,200 489
Payments to suppliers and employees (106,832) (82,743)
Deposits paid on unconditional contracts for development land (10,000) -
Interest and other finance costs paid (9,199) (5)
Income tax received / (paid)
66 (80)
Net cash flows from operating activities 84,083 (51,080)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
(307) (452)
Net cash flows from investing activities (307) (452)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of new shares5.3 - 10,000
Funding of restricted cash5.4 (43,109) -
Dividends paid to shareholders5.3 (18,845) -
Proceeds from MMLIC facility4 130,000 -
Net (repayment) / proceeds from Clipper facility4 (133,796) 47,560
Net repayment of related party loans
20 1
Net cash flows from financing activities
(65,730) 57,561
Net increase in cash and cash equivalents
18,046 6,029
Cash and cash equivalents at beginning of year
16,980 10,951
Cash and cash equivalents at end of year 35,026 16,980

8
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
CONSOLIDATED STATEMENT
OF CASH FLOWS (continued)
FOR THE YEAR ENDED 30 JUNE 2021
All VALUES IN $000’S20212020
RECONCILIATION OF PROFIT / (LOSS) AFTER INCOME TAX
TO CASH FLOWS FROM OPERATING ACTIVITIES
Profit / (loss) after income tax 46,094 (11,318)
Adjusted for non cash items:
Depreciation 400 244
Depreciation of right of use asset 244 245
Deferred taxation 2,460 (1,402)
Provision for doubtful debts (854) 234
Lease liability interest expense 81 98
Adjustments for movements in working capital
Increase in accounts receivable, prepayments and other assets (1,477) (542)
Decrease / (increase) in inventories 12,386 (49,043)
Increase in accounts payable, accruals and other liabilities 5,476 2,996
(Decrease) / increase in accrued borrowing costs (1,176) 10,301
Increase in restricted cash (1,386) (7)
(Decrease) / increase in long term deposits (635) 20
Increase in contract liability 7,225 -
Increase / (decrease) in taxation payable
15,245 (2,906)
Net cash flows from operating activities 84,083 (51,080)

9
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
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 financial statements are for Winton Property Limited (the Company) and its subsidiaries (the Group).
The Company is a limited liability company incorporated in New Zealand and is registered under the New Zealand
Companies Act 1993. The Group’s principal activity is the development and sale of residential land properties.
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
Company qualifies to report under Tier 2 as it has no public accountability however the Board of Directors has
elected to present Tier 1. The financial statements also comply with International Financial Reporting Standards
(IFRS). The Company is a reporting entity for the purposes of the Financial Reporting Act 2013 and its financial
statements comply with the Act.
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.
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 judgement, 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 significant judgements, estimates and assumptions
made in the preparation of these financial statements are as follows:
3. Inventories (Page 11)
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.
Significant 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.
New accounting standards and interpretations
There are no new and amended accounting standards that are not yet effective and that are expected to have a
material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

10
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
1. GENERAL INFORMATION (Continued)
1.7. Impact of the COVID-19 pandemic on the significant accounting judgements,
estimates and assumptions.
The COVID-19 outbreak was declared a pandemic by the World Health Organization in March 2020. The outbreak
and the response of Governments in dealing with the pandemic is interfering with general activity levels within the
community, the economy and the operations of the Group. The scale and duration of these developments remain
uncertain as at the date of this report. The Group has considered the potential impact of the COVID-19 pandemic
in the significant accounting judgements, estimates and assumptions. However, as these are subject to increased
uncertainty the actual outcomes may differ from the estimates.
The Group has managed and continues to actively manage the risks arising from COVID-19. This includes a
financial response plan incorporating:
• the deferral of the commencement of new projects;
• minimising development expenditure to reflect management forecasts for COVID-19 sales rates
pre-Government stimulus; and
• a strong focus on managing the settlement risk of contracts on hand.
2. REVENUE
ALL VALUES IN $000's20212020
Revenue from contracts with customers 176,980 30,776
Total revenue 176,980 30,776
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 certificate of title.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

11
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
3. INVENTORIES
This section shows the inventories used to generate the Group’s trading performance which are considered to be
the most relevant to the operations of the Group.
ALL VALUES IN $000's20212020
Expected to settle within one year
46,954 75,174
Expected to settle greater than one year
116,937 101,115
Total inventories 163,891 176,289
Recognition and Measurement
Inventories are carried at the lower of cost and net realisable value. Cost includes the cost of acquisition,
development, and holding costs such as interest. All holding costs are expensed through profit or loss in the
year incurred with the exception of interest holding costs which are capitalised during the period when active
development is taking place. During the year ended 30 June 2021, $2,996,000 of interest has been capitalised
to inventories (2020: $3,078,000). Interest and other holding costs incurred after completion of development are
expensed as incurred. Inventories include deposits paid on unconditional contracts for development land.
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. An impairment loss is
recognised in the income statement to the extent that the carrying value of inventories exceeds its estimated net
realisable value.
The fair values of inventories have been assessed by management who have prepared internal valuations and the
total value is in excess of the carrying value, therefore there is no indication of impairment.
The fair value of inventories as determined by management is categorised as Level 3 based on the inputs to
the valuation methodology. 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 fair 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 2021

12
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
4. BORROWINGS
This section outlines how the Group manages its capital structure, financing costs and exposure to interest rate risk.
(i) Net borrowings
All VALUES IN $000'S20212020
MMLIC facility drawn down
130,000 -
Clipper facility drawn down - 133,796
Unamortised borrowings establishment costs
(1,268) (92)
Net borrowings 128,732 133,704
Weighted average interest rate for drawn debt (inclusive of margins
and line fees)
5.19%9.02%
Weighted average term to maturity (years) 5.9 2.9
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 facility
On 15 June 2021, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) entered
into a debt facility with Massachusetts Mutual Life Insurance Company (MMLIC) for $130,000,000. The facility
expires 3 June 2027. Restricted cash includes cash of $43,109,000 (2020: nil) that has been funded by the MMLIC
facility (see note 5.4).
(iii) Clipper facility
On 13 May 2019, the Group entered into a debt facility with Clipper Investment Opportunity II Limited (Clipper)
for $130,000,000 plus capitalised interest and capitalised fees. The facility was repaid 15 June 2021.
(iv) Security
The MMLIC facility is secured by way of a general security deed provided by Lakeside Developments 2017
Limited and Lakeside Residential Limited and a registered mortgage security across the Lakeside development
property. The Company has provided a $10,000,000 corporate guarantee which increases to $20,000,000 should
30 day BKBM be equal or greater than 3.00%.
The Clipper facility was secured by way of a general security deed provided by the Group companies (except
Sunfield Developments Limited, Beaches Developments Limited, Lakes Edge Developments Limited, Frances Street
Developments Pty Limited, Launch Bay Marlborough Limited, Launch Bay Ovation Limited, Launch Bay Townhouses
Limited, Northlake Apartments Limited, Northlake Townhouses Limited, Northbrook Retirement Villages Limited,
Northbrook Avon Loop Limited, Northbrook Wynyard Limited, Northbrook Wanaka Limited, Northbrook Launch Bay
Limited, River Terrace Developments Limited, River Terrace Residential Limited, Winton Advisory Limited, Winton
Capital Limited, Winton Partners Bellbird Pty Limited and Winton Property Investments Limited) and registered
mortgage security across the development properties (except the Beaches development, the Northlake Hotel
development, the North Ridge development, the River Terrace development and the Sunfield development).
(v) Capital management
The Group’s capital includes share capital and retained earnings.
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. During the current and prior year, there were no defaults or breaches
of any covenants relating to the facilities.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

13
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER
5.1. Administrative expenses
ALL VALUES IN $000's20212020
Auditors remuneration:
Audit of annual financial statements (95) (73)
Tax compliance and advisory fees (88) (125)
Depreciation (including right-of-use asset) (645) (488)
Directors' fees (16) (16)
Doubtful debts expense 854 (235)
Employee benefits expense (6,337) (5,645)
Operating lease and rental payments (70) (60)
Other expenses
(2,789) (3,351)
Total administrative expenses (9,186) (9,993)
5.2. Taxation
(i) Current taxation
ALL VALUES IN $000's20212020
Profit / (loss) before income tax
63,733 (15,546)
Prima facie income tax calculated at 28% (17,845) 4,353
Adjusted for:
Non-tax deductible revenue and expenses 224 (198)
Movement in temporary differences 451 617
Current tax prior period adjustment - 45
Tax losses utilised / (not utilised)
1,991 (1,991)
Current taxation (expense) / benefit (15,179) 2,826
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

14
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.2. Taxation (Continued)
(ii) Deferred taxation

2019
A S AT

2020
RECOGNISED
IN PROFIT

2020
A S AT

2021
RECOGNISED
IN PROFIT

2021
A S AT ALL VALUES IN $000's
Deferred tax assets
Employee benefits 197 167 364 (274) 90
Accounts payable, accruals and
other payables
85 (39) 46 161 207
Lease liability - 284 284 (63) 221
Losses available for offsetting
against future taxable income 86 2,002 2,088 (2,009) 79
Gross deferred tax assets 368 2,414 2,782 (2,185) 597
Deferred tax liabilities
Accounts receivable, prepayments
and other receivables
- 7 7 (4) 3
Property, plant and equipment 2 - 2 (2) -
Right-of-use asset - 274 274 (68) 206
Inventories
403 731 1,134 349 1,483
Gross deferred tax liabilities
405 1,012 1,417 275 1,692
Net deferred tax (liability) / asset (37) 1,402 1,365 (2,460) (1,095)
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 and is
recognised in the Consolidated Statement of Comprehensive Income for the year.
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.”
Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay
the dividend is recognised.
Key estimates and assumptions: Deferred Tax
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. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

15
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.2. 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

2021

2020
Opening balance
7,520 7,520
Taxation paid / payable 14,993 -
Imputation credits attached to dividends paid
(7,329) -
Closing balance available to shareholders
for use in subsequent periods 15,184 7,520
5.3. Equity
(i) Capital and reserves

2021
SHARES
‘000s

2021
$000’s

2020
SHARES
‘000s

2020
$000’s
Shares issued 1 January
205,817 49,100 198,595 39,100
Shares issued during the year - - 7,222 10,000
Total shares issued and outstanding 205,817 49,100 205,817 49,100
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.
(ii) Dividends
The following dividends were declared and paid by the Company during the year 30 June:
ALL VALUES IN $000's

2021

2020
8.39381 cents per qualifying ordinary share
16-Oct-20 17,276 -
0.76262 cents per qualifying ordinary share
23-Mar-21 1,569 -
Total dividends 18,845 -
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

16
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.4. Restricted Cash
ALL VALUES IN $000's

2021

2020
Expected to be utilised within one year
34,391 -
Expected to be utilised greater than one year
11,120 1,016
Total restricted cash 45,511 1,016
Restricted cash includes cash of $43,109,000 (2020: nil) that is specifically available to fund the development
costs associated with the Lakeside development only as a condition of the MMLIC facility.
5.5. Accounts receivable, prepayments and other receivables
ALL VALUES IN $000's

2021

2020
Accounts receivable
2,021 248
Provision for doubtful debts - (235)
Prepayments and other receivables
3,196 2,893
Total accounts receivable, prepayments
and other receivables 5,217 2,906
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.
5.6. Accounts payable, accruals and other payables
ALL VALUES IN $000's

2021

2020
Accounts payable
9,452 4,900
Accruals and other payables in respect of inventories 2,444 2,086
Accruals and other payables
4,689 3,799
Total accounts payable, accruals and other payables 16,585 10,785
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.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

17
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.7. Contract liability
ALL VALUES IN $000's

2021

2020
Contract liability 7,225 -
Total contract liability 7,225 -
Recognition and Measurement
Contract liability relates to the advance consideration received from a customer for land. The company has an
obligation to transfer goods or services to a customer for which the entity has received consideration. This will
be recognised as revenue when control of the land passes to the customer.
5.8. Long term deposits
Long term deposits as at 30 June 2021 of $371,000 (2020: $1,006,000) represent deposits paid by customers
for future inventory purchases.
5.9. 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

2021

2020
Financial assets
Cash and cash equivalents
1
35,026 16,980
Restricted cash
2
45,511 1,016
Accounts receivable and other receivables
5,217 2,906
Total financial assets 85,754 20,902
Financial liabilities
Accounts payable, accruals and
other payables
16,585 10,785
Lease liability 547 790
Borrowings 128,732 133,704
Long term deposits
371 1,006
Total financial liabilities 146,235 146,285
1. Comprises solely of cash at bank
2. Restricted cash comprises cash held on deposit with Bank of New Zealand
The carrying amounts of financial assets and liabilities presented above are reasonable approximations of their
fair value.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

18
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.10. 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.
(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. The Group had no
exposure to the risk of changes in interest rates at 30 June 2020 as none of the Group’s borrowings had floating
interest rates.
20212020
GAIN/(LOSS)
ON INCREASE
OF 0.50%
GAIN/(LOSS)
ON DECREASE
OF 0.50%
GAIN/(LOSS)
ON INCREASE
OF 0.50%
GAIN/(LOSS)
ON DECREASE
OF 0.50%
Impact on profit before tax (28) 16 - -
Impact on equity (21) 11 - -
(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 5.9 approximates the Group’s maximum exposure to credit risk.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

19
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.10. Financial risk management (Continued)
(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 2021 and 30 June 2020.
CONTRACTUAL CASH FLOWS
ALL VALUES IN $000's
CARRYING
AMOUNT 0-1 YEAR 1-2 YEARS 2-5 YEARS > 5 YEARS TOTAL
Accounts payable, accruals and
other payables 16,585 16,585 - - - 16,585
Lease liability 547 - 304 243 - 547
Borrowings 128,732 6,729 45,509 4,583 96,321 153,142
Long term deposits 371 - 371 - - 371
Total as at 30 June 2021146,235 23,314 46,184 4,826 96,321 170,645
Accounts payable, accruals and
other payables
10,785 10,785 - - - 10,785
Lease liability 790 - 243 547 - 790
Borrowings 133,704 - - 133,704 - 133,704
Long term deposits
1,006 - - 1,006 - 1,006
Total as at 30 June 2020 146,285 10,785 243 135,257 - 146,285
(d) Capital risk management
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 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.
The Group’s capital structure includes borrowings and shareholders equity. The Group monitors capital on
the basis of the loan to value ratio and borrowing covenant compliance. The loan to value ratio is calculated as
borrowings divided by the value of inventories. The Group’s strategy is to maintain a loan to value ratio of no more
than 50%.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

20
WINTON PROPERTY LIMITED CONSOLIDATED FINANCIAL STATEMENTS 2021
5. OTHER (Continued)
5.11. Related party transactions
The Group has related party relationships with its subsidiaries, its Directors and companies outside the Group
that the Directors are Shareholders of. The parent entity within the group is Winton Property Limited.
As at 30 June the Group had the following related party balances included in accounts receivable, prepayments
and other receivables and accounts payable, accruals and other payables.
ALL VALUES IN $000's

2021

2020
Accounts receivable, prepayments and other receivables:
Loan to directors
2 22
Net related party balance 2 22
On 12 August 2021, the net balance receivable as at 30 June 2021 of $2,000 was repaid to the Group in cash.
Transactions with key management personnel for the year were salary payments of $1,570,000 (2020: $1,548,000)
and this is included in “administrative expenses” (see Note 4.1). Key management personnel have not received
compensation in the form of any other benefits.
5.12. Operating segments
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 is internally reported as a single operating segment being development and sale of residential land
properties to the chief operating decision-maker.
5.13. Capital and land development commitments
As at 30 June 2021, 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

2021

2020
Development expenditure
52,905 34,414
Land purchases
70,000 -
Total capital and land development commitments 122,905 34,414
On 27 November 2020, the Group contracted to purchase land in Ardmore, South Auckland for $80,000,000.
An initial deposit of $10,000,000 was paid on 10 February 2021 and is included in inventories as at 30 June 2021.
5.14. Significant events after balance sheet date
Winton has contracted to purchase land in Auckland and Christchurch. The total purchase price is $102,000,000
and this has become unconditional after balance date.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021

© 2021 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of
independent member firms affiliated with KPMG International Limited, a private English company
limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of Winton Property Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of Winton Property Limited
(the ’company’) and its subsidiaries (the 'group') o n
pages 4 to 20:
i.present fairly in all material respects the Group’s
financial position as at 30 June 2021 and its
financial performance and cash flows for the
year ended on that date; and
i.comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 30 June 2021;
— the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ ISAs (NZ)’) . We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to tax and advisory services. Subject to certain
restrictions, partners and employees of our firm may also deal with the group on normal terms within the
ordinary course of trading activities of the business of the group. These matters have not impaired our
independence as auditor of the group. The firm has no other relationship with, or interest in, the group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial
statements as a whole was set at $2.5 million determined with reference to a benchmark of group total assets.
We chose the benchmark because, in our view, this is a key measure of the group’s performance.
21

22
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Capitalisation and Allocation of Development Costs
Refer to note 3 of the consolidated financial
statements.
The Group’s development property
comprises land and costs incurred to
develop land into subdivisions and individual
properties for sale. At $163.9m this
represents 65% of assets on the
consolidated statement of financial position.
Determining whether to capitalise or
expense costs relating to development of
the land is subjective as it depends whether
the costs enhance the land or maintain the
current value. In addition, there is significant
judgement in determining how to allocate
the costs to individual properties.
We performed the following procedures to address the risk:
̶ Tested the appropriateness of controls around the
capitalisation of costs.
̶ Reviewed the nature of costs capitalised to ensure they
were appropriate and enhanced the value of properties.
̶ Vouched capitalised development costs to invoice and
supporting documentation.
̶ Agreed significant land acquisitions to purchase
agreements and ensured title transferred before the
balance date.
̶ Evaluated the cost allocation method and forecast costs.
̶ Analytical procedure over development property costs of
sales by development to identify outliers in margin
allocated within the same or similar developments as well
as between periods.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Chairman/Chiel Executive Officer’s foreword and the Corporate Directory.
Our opinion on the consolidated financial statements does not cover any 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 in the audit or otherwise appears materially
misstated. If, based on 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.
Use of this independent auditor’s r eport
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
u
ndertaken so that we might state to the shareholders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility t o anyone other than the shareholders as a body for our a udit work, this independent
a
uditor’s report, or any of the opinions we have formed.

23
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and International Financial Reporting Standards;
— implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— 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 independent 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 ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-3/

This description forms part of our independent auditor’s report.
KPMG
Auckland
1 October 2021

24
BOARD OF DIRECTORS
Chris Meehan (Chairman)
Michaela Meehan (Executive Director)
David Liptak (Non-Executive Director)
Julian Cook (Executive Director)
Anna Molloy (Independent Director)
Glen Tupuhi (Independent Director)
MANAGEMENT TEAM
Chris Meehan (Chief Executive Officer)
Julian Cook (Director of Retirement)
Simon Ash (General Manager)
Justine Hollows (General Counsel & Company Secretary)
Jean McMahon (Chief Financial Officer)

REGISTERED OFFICE & CONTACT DETAILS
Level 4, 10 Viaduct Harbour Avenue, Auckland, 1010
PO Box 105526, Auckland 1143
Telephone: +64 9 377 7003

Website: www.winton.nz

AUDITORS
KPMG, Auckland
CORPORATE DIRECTORY

---

1650979-1

Constitution Of Winton Partners
Land Limited

Electronic incorporation – This constitution has been registered electronically and
does not require separate certification by a director.

1650979-1
Contents
1. Definitions and interpretation ............................................................................................................. 1
2. General ................................................................................................................................................. 3
3. Shares .................................................................................................................................................. 4
4. Acquisition of Company's own Shares ................................................................................................ 5
5. Share certificates ................................................................................................................................ 5
6. Equitable interests in shares .............................................................................................................. 6
7. Calls on Shares .................................................................................................................................... 6
8. Forfeiture of Shares ............................................................................................................................. 7
9. Lien on Shares ..................................................................................................................................... 8
10. Sale of Shares subject to forfeiture or lien ........................................................................................ 8
11. Transfer of Shares ............................................................................................................................... 9
12. Transmission of shares .....................................................................................................................11
13. Distributions .......................................................................................................................................11
14. Exercise of powers of Shareholders .................................................................................................12
15. Meetings of Shareholders .................................................................................................................13
16. Notice of meetings of Shareholders .................................................................................................13
17. Proceedings at meetings of Shareholders .......................................................................................14
18. Chairperson of meetings of Shareholders .......................................................................................14
19. Voting at meetings of Shareholders .................................................................................................15
20. Polls ....................................................................................................................................................16
21. Proxies ................................................................................................................................................17
22. Corporate representative ..................................................................................................................17
23. Appointment and removal of Directors ............................................................................................17
24. Remuneration and other benefits of Directors ................................................................................17
25. Indemnity and insurance ..................................................................................................................18
26. Powers of Directors ...........................................................................................................................19
27. Interests of Directors .........................................................................................................................20
28. Proceedings of Board ........................................................................................................................21
29. Method of contracting .......................................................................................................................23
30. Inspection of records .........................................................................................................................23
31. Notices ...............................................................................................................................................23

1650979-1
1. Definitions and interpretation
1.1 Definitions: In this Constitution, unless the context otherwise requires:
Act means the Companies Act 1993.
Board means Directors who number not less than the required quorum, acting together as
the board of directors of the Company.
Class means a class of Shares having attached to them identical rights, privileges,
limitations and conditions.
Company means Winton Partners Land Limited.
Constitution means this constitution, as altered from time to time.
Director means a person appointed as a director of the Company in accordance with this
Constitution.
Distribution has the meaning set out in section 2(1) of the Act.
Group means the Company and its subsidiaries from time to time and Group Company shall
mean any of them.
Interested, in relation to a Director, has the meaning set out in section 139 of the Act.
Month means calendar month.
Ordinary Resolution means a resolution that is approved by a simple majority of the votes of
those Shareholders entitled to vote and voting on the question.
Person includes an individual, partnership, firm, company, body corporate, corporation,
association, organisation, trust, a state or government or any agency thereof, a municipal,
local or regional authority, and any other entity or organisation, whether incorporated or not
(in each case whether or not having a separate legal personality).
Personal Representative means:
(a) in relation to a deceased individual Shareholder, the executor, administrator or
trustee of the estate of that Shareholder;
(b) in relation to a bankrupt individual Shareholder, the assignee in bankruptcy of that
Shareholder; and
(c) in relation to any other individual Shareholder, a person appointed or deemed to
have been appointed to administer property under the Protection of Personal and
Property Rights Act 1988, a manager appointed or deemed to have been

1650979-1
appointed thereunder, and a donee of an enduring power of attorney complying
with that Act.
Records means the documents required to be kept by the Company under section 189(1) of
the Act.
Representative means:
(a) a person appointed as a proxy under clause 21;
(b) a Personal Representative; or
(c) a representative appointed by a corporation under clause 22.1.
Share means a share issued, or to be issued, by the Company, as the case may require.
Shareholder means:
(a) a person whose name is entered in the Share Register as the holder for the time
being of one or more Shares;
(b) until the person's name is entered in the Share Register, a person named as a
Shareholder in an application for the registration of the Company at the time of
registration of the Company; and
(c) until the person's name is entered in the Share Register, a person who is entitled
to have that person's name entered in the Share Register as a Shareholder under a
registered amalgamation proposal in respect of which the Company is the
amalgamated company.
Shareholders’ Deed means the shareholders’ and subscription deed dated on or about the
date of this Constitution between the Company, Korama Limited as trustee of the Amarok
Trust and Wanaka Partners LLC.
Share Register means the share register for the Company required to be kept in accordance
with the Act.
Special Resolution means a resolution approved by a majority of 75% or more of the votes of
those Shareholders entitled to vote and voting on the question.
Working Day has the meaning set out in section 2(1) of the Act.
1.2 Interpretation: In this Constitution, unless the context otherwise requires:
(a) the table of contents, headings, and descriptions relating to sections of the Act, are
inserted for convenience only and shall be ignored in construing this Constitution;
(b) the singular includes the plural and vice versa;
(c) one gender includes other genders;

1650979-1
(d) reference to any legislation or to any provision of any legislation (including
regulations and orders) includes:
(i) that legislation or provision as from time to time amended, re-enacted or
substituted;
(ii) any statutory instruments, regulations, rules and orders issued under that
legislation or provision;
(e) written and in writing include any means of representing or reproducing words,
figures and symbols in a tangible and visible form;
(f) words and expressions defined or explained in the Act have the same meaning in
this Constitution;
(g) where any word or expression is defined in this Constitution, any other grammatical
form of that word or expression has a corresponding meaning;
(h) references to clauses and sections (other than sections of the Act) are references
to clauses and sections in this Constitution, unless stated otherwise.
1.3 Shareholders’ Deed to prevail: If there is any conflict, inconsistency, ambiguity or
discrepancy between this Constitution and the Shareholders’ Deed, the provisions of the
Shareholders’ Deed shall, to the extent permitted by the Act, prevail. For clarity, the fact that
a clause is not expressed to be subject to the Shareholders’ Deed shall not prejudice the
effect of this clause 1.3 notwithstanding that other clauses are expressed to be subject to
the Shareholders’ Deed.
1.4 Threshold for decisions or approvals: Where the Shareholders’ Deed requires that a
decision be passed, or an approval made, by a specified resolution of Shareholders or the
Board (including by unanimous approval), that same threshold shall apply in respect of any
such decision or approval under this Constitution.
1.5 Constitution to prevail: If there is any conflict between:
(a) a provision in this Constitution and a provision in the Act which is expressly
permitted to be altered by this Constitution; or
(b) a word or expression defined or explained in the Act and a word or expression
defined or explained in this Constitution,
the provision, word or expression in this Constitution prevails.
2. General
2.1 Companies Act 1993: The Company, the Board, each Director and each Shareholder have
the rights, powers, duties and obligations set out in the Act except to the extent that they are
negated or modified by this Constitution.

1650979-1
2.2 Use of electronic means: Where a legal requirement under the Act is reproduced in this
Constitution, that legal requirement may be met, for the purposes of this Constitution, by
using electronic means in accordance with the Electronic Transactions Act 2002 in the same
manner as is required by the Electronic Transactions Act 2002 to meet that legal
requirement under the Act. In this clause 2.2, the term legal requirement has the meaning
given to it by the Electronic Transactions Act 2002.
3. Shares
3.1 Existing Shares: At the time of adoption of this Constitution, the Company has 191,276,000
issued Shares.
3.2 Classes of Shares: Different Classes of Shares may be issued by the Company. Without
limiting the Classes which may be issued, any Share may be issued upon the basis that it:
(a) confers preferential rights to distributions of capital or income;
(b) confers special, limited or conditional voting rights;
(c) does not confer voting rights; or
(d) is redeemable in accordance with section 68 of the Act.
3.3 Board may issue Shares and other securities: Subject to the provisions of the Shareholders’
Deed, the Board may issue Shares, securities that are convertible into or exchangeable for
Shares, or options to acquire Shares.
3.4 Consolidation and subdivision of Shares: Subject to the provisions of the Shareholders’
Deed, the Board may:
(a) consolidate and divide the Shares or any Class; and
(b) subdivide the Shares or any Class,
in each case in proportion to those Shares or the Shares in that Class, as the case may be.
3.5 Bonus issues: Subject to clause 3.3, the Board may resolve to apply any amount which is
available for Distribution either:
(a) in paying up in full Shares or other securities of the Company to be issued credited
as fully paid to:
(i) the Shareholders who would be entitled to that amount if it were
distributed by way of dividend, and in the same proportions; and
(ii) if applicable, the holders of any other securities of the Company who are
entitled by the terms of issue of such securities to participate in bonus
issues by the Company, whether at the time the bonus issue is made to

1650979-1
the Shareholders, or at some later time, in accordance with their
respective entitlements; or
(b) in paying up any amount which is unpaid on any Shares held by the Shareholders
referred to in subclause (a)(i),
or partly in one way and partly in the other.
3.6 Shares in lieu of dividends: Subject to clause 3.3, the Board may exercise the right
conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to
accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future
dividends.
3.7 Fractional entitlements: The Board may, in exercising any powers pursuant to this section,
deal with fractional entitlements to Shares or other securities in such manner as the Board
considers equitable and in the interests of the Company.
3.8 Pre-emptive rights: The provisions of sections 45(1) and 45(2) of the Act shall not apply to
any issue or proposed issue of Shares by the Company.
4. Acquisition of Company's own Shares
4.1 Powers to acquire, hold and redeem Shares: The Company may:
(a) purchase or otherwise acquire Shares from one or more Shareholders;
(b) hold any Shares so purchased or acquired; and
(c) redeem any redeemable Shares held by one or more Shareholders,
in accordance with the provisions, and subject to the restrictions, of the Act, this Constitution
and the Shareholders’ Deed, including any pre-emptive rights attaching to new shares.
5. Share certificates
5.1 Issue of Share certificates: The Company may issue Share certificates in respect of all or
any Shares and must, within 20 Working Days after receiving an application by a
Shareholder, send to that Shareholder a Share certificate, in accordance with section 95 of
the Act.
5.2 Replacement Share certificates: The Company:
(a) may issue a replacement certificate for any Share certificate that is worn out or
defaced; and
(b) shall issue a replacement Share certificate for one that has been lost or destroyed,

1650979-1
subject to satisfactory proof of that fact, payment of the reasonable expenses of the
Company and, if so required by the Board, an appropriate indemnity being given to the
Company.
6. Equitable interests in shares
6.1 No notice of trusts: No notice of a trust, whether express, implied, or constructive, may be
entered on the Share Register.
6.2 No recognition of equitable interests: Except as required by law, no person shall be
recognised by the Company as holding any Share upon trust and the Company shall not be
bound by, nor be compelled to recognise (even after notice), any equitable, contingent,
future or partial interest in any Share, or any interest in any fraction or part of a Share or
(except as provided by this Constitution or by law) any other rights in respect of any Share,
except an absolute right of the registered holder to the entire Share.
7. Calls on Shares
7.1 Board may make calls: The Board may, from time to time, make such calls as it thinks fit
upon the Shareholders in respect of any amounts unpaid on any Shares held by them which
are not made payable at fixed times by the terms of issue of those Shares. A call may be
made payable by instalments. The Board may revoke or postpone any call.
7.2 Time of call: A call is deemed to be made at the time when the resolution of the Board
making the call is passed.
7.3 Fixed instalments deemed calls: An amount which, by the terms of issue of a Share, is
payable on allotment or at a fixed date is deemed for the purposes of this Constitution to be
a call duly made and payable on the date on which the amount is payable.
7.4 Notice of call: At least 10 Working Days' notice of any call shall be given to the holder of the
Share in respect of which the call is made, specifying the time and place of payment.
7.5 Differential calls: The Board may, on the issue of Shares, differentiate between the
Shareholders as to the amounts to be paid in respect of the Shares and the times of
payment of such amounts.
7.6 Manner of payment: A Shareholder by whom a call is payable shall pay the amount of the
call to the Company at the time and place specified by the Board.
7.7 Joint Shareholders: Joint Shareholders are jointly and severally liable to pay all calls in
respect of Shares registered in their names.
7.8 Default interest: If a call in respect of a Share is not paid on or before the due date, the
Shareholder by whom the call is payable shall pay the Company interest on the call from the

1650979-1
due date to the date of actual payment at such rate as the Board determines, unless the
Board waives payment of interest wholly or in part.
7.9 Proceedings for recovery of call: In any proceedings for recovery of a call:
(a) it is sufficient to prove that:
(i) the name of the relevant Shareholder is entered in the Share Register as
the holder, or one of the holders, of the Shares to which the call relates;
and
(ii) except in relation to any amount which, by the terms of issue of a Share,
is payable on allotment or at a fixed date, the resolution making the call
is entered in the Records and notice of the call has been duly given,
and proof of the matters mentioned in this clause is conclusive evidence of the
debt; and
(b) it is not necessary to prove the appointment or qualification of any member of the
Board which made the call nor any other matter.
7.10 Payment in advance of calls: The Company may receive from any Shareholder in advance
any amount uncalled and unpaid upon any Shares held by that Shareholder and may, until
the date on which the amount becomes payable pursuant to a call, pay interest on the
amount at such rate as the Board and the Shareholder agree.
8. Forfeiture of Shares
8.1 Notice requiring payment of call: If a Shareholder fails to pay any call or instalment of a call
on the due date (or any other amount payable under this Constitution or the terms of issue
of the Shares or any contract for the issue of the Shares), the Company may at any time
thereafter by written notice to that Shareholder require payment of the amount unpaid
together with any accrued interest and all expenses incurred by the Company by reason of
such non-payment.
8.2 Contents of notice: The notice shall specify a further date (not earlier than 10 Working Days
after the date of service of the notice) on or before which the payment is to be made, and
shall state that, if payment is not made by the specified date, the Share in respect of which
the call or instalment of a call is due is liable to be forfeited.
8.3 Forfeiture for non-payment: If payment is not made by the date specified in the notice then,
at any time thereafter before the payment required by the notice has been made, any Share
in respect of which the notice has been given may be forfeited by a resolution of the Board to
that effect. The forfeiture shall include all Distributions declared in respect of the forfeited
Share and not paid before the forfeiture.

1650979-1
8.4 Notice of forfeiture: When a Share has been forfeited, the Company shall give notice of the
resolution to the Shareholder in whose name the Share stood immediately prior to the
forfeiture, and shall enter in the Share Register details of the forfeiture.
8.5 Cancellation of forfeiture: A forfeiture may be cancelled at any time before the sale of the
forfeited Share, on such terms as the Board thinks fit.
8.6 Effect of forfeiture: The holder of a Share which has been forfeited ceases to be a
Shareholder in respect of the forfeited Share, but remains liable to the Company for all
money payable in respect of the forfeited Share.
9. Lien on Shares
9.1 Lien on Shares: The Company has a first and paramount lien upon each Share, the
proceeds of sale of the Share, and all Distributions made in respect of the Share, for:
(a) all unpaid calls, instalments, premiums or other amounts, and any interest payable
on such amounts, relating to the specific Shares;
(b) sale expenses owing to the Company in respect of any such Shares; and
(c) any amount which the Company may be called upon to pay under any legislation in
respect of the Share, whether or not the due date for payment thereof has arrived.
9.2 Waiver of lien: Unless otherwise agreed between the Company and the relevant
Shareholder, the registration of a transfer of a Share shall operate as a waiver of any lien
which the Company may have on that Share.
10. Sale of Shares subject to forfeiture or lien
10.1 Company may sell Shares: The Company may sell any forfeited Share, or any Share on
which the Company has a lien, in such manner as the Board thinks fit, but:
(a) the Company shall not sell any Share:
(i) unless the amount in respect of which a lien exists is due and payable; or
(ii) until the expiry of 10 Working Days after written notice demanding
payment of the amount has been given to the person entitled to receive
notice of meetings of Shareholders in respect of the Share; and
(b) before the power of sale is exercised the Shares shall be offered for sale to the
holders of the remaining Shares as though they are newly issued Shares to which
the pre-emptive rights contained in the Shareholders’ Deed apply.
10.2 Proceeds of sale: The net proceeds (after deduction of any expenses) of the sale of a
forfeited Share or of any Share sold for the purpose of enforcing a lien shall be applied in or

1650979-1
towards satisfaction of any unpaid calls, instalments or other amounts and interest thereon.
The residue, if any, shall be paid to the holder of the Share at the time of its forfeiture or, in
the case of a Share sold for the purpose of enforcing a lien, the holder immediately prior to
the sale or, if applicable in either case, to the Personal Representative of the holder.
10.3 Evidence: A certificate by a Director that any power of sale has arisen and is exercisable by
the Company under this Constitution, or that a Share has been forfeited on the date stated
in the certificate, shall be conclusive evidence of those facts.
10.4 Sale procedure: For giving effect to any sale after forfeiture of any Share or for enforcing a
lien over any Share, the Board may authorise any person to transfer any Share to the
purchaser. The purchaser shall be registered as the holder of the Share and shall not be
bound to see to the application of the purchase money, and the title of the purchaser shall
not be affected by any irregularity or invalidity in relation to the sale. The remedy of any
person having a cause of action in relation to the sale is in damages only and solely against
the Company.
11. Transfer of Shares
11.1 Right to transfer: Subject to any limitations or restrictions contained in this Constitution or
the Shareholders’ Deed, a Shareholder or Personal Representative may transfer any Share:
(a) under a system of transfer approved under section 376 of the Financial Markets
Conduct Act 2013 which is applicable to the Company and the transaction in which
the Share is disposed; or
(b) by an instrument of transfer which complies with this Constitution.
11.2 Other forms of transfer: An instrument of transfer of Shares shall:
(a) be in any common form or any other form which the Board may approve;
(b) be signed or executed by or on behalf of the transferor; and
(c) if registration as holder of the Share imposes a liability on the transferee, be signed
or executed by or on behalf of the transferee.
11.3 Delivery to Company: An instrument transferring Shares must be delivered to the Company
or to the agent of the Company who maintains the Share Register, together with the Share
certificate (if any) relating to the Shares to be transferred, and the transferee shall provide
such evidence (if any) as the Board or the agent reasonably requires to prove the title of the
transferor to, or right of the transferor to transfer, the Shares.
11.4 Board powers to refuse to register: Subject to section 84 of the Act (which imposes certain
procedural requirements on a board), the Board may refuse to register a transfer of any
Share if:
(a) the Company has a lien on the Share;

1650979-1
(b) the Share is not fully paid up;
(c) the instrument of transfer is not accompanied by the relevant Share certificate (if
any) and such other evidence as the Board reasonably requires to prove the title of
the transferor to, or right of the transferor to transfer, the Share; or
(d) the Board has notice of any agreement by the Shareholder to transfer only to some
specified person or subject to some specified condition,
and the Board will refuse to register a transfer of any Share if the transfer is not in
accordance with the Shareholders’ Deed or this Constitution, provided that, in each case, the
Board resolves to exercise its power under this clause within 30 Working Days after receipt
of the relevant transfer and notice of the resolution is sent to the transferor and to the
transferee within five Working Days of the resolution being passed by the Board.
11.5 When transfer effective: A transferor of a Share is deemed to remain the holder of the
Share until the name of the transferee is entered in the Share Register in respect of the
Share.
11.6 Company to retain transfer: If the Company registers an instrument of transfer it shall retain
the instrument.
11.7 Multiple registers: Subject to the Act and, in particular, the requirement that the principal
Share Register must be kept in New Zealand, the Share Register may, by resolution of the
Board, be divided into two or more registers, which may be kept in different places.
11.8 Share register kept by means of computer or other electronic system: Where the Board has
determined that the principal Share Register is to be kept by means of a computer or other
electronic system:
(a) the non-removable storage system or other central information storage system
(Central Information Storage System) of the computer or other electronic system
must be located in New Zealand;
(b) notwithstanding that the computer or other electronic system is capable of being
accessed by remote terminations (whether within or outside New Zealand), the
record of the principal Share Register on the Central Information Storage System
shall constitute the principal Share Register, which shall be located where the
Central Information Storage System is located; and
(c) where information deriving from any such computer or other electronic system is
capable of being accessed by remote terminals, in the event of any difference
between information provided at terminals located at the office in New Zealand
where the Central Information Storage System is located and information provided
at remote terminals, the former shall be conclusive for all purposes.
11.9 Transfer of securities other than Shares: This clause 11 shall also apply to transfer of
securities other than Shares with any necessary modifications.

1650979-1
12. Transmission of shares
12.1 Transmission on death of Shareholder: If a Shareholder dies the survivor, if the deceased
was a joint Shareholder, or the Personal Representative, shall be the only persons
recognised by the Company as having any title to or interest in the Shares of the deceased
Shareholder, but nothing in this clause shall release the estate of a deceased joint
Shareholder from any liability in respect of any Share, or constitute a release of any lien
which the Company may have in respect of any Share.
12.2 Rights of Personal Representatives: Provided that the relevant Personal Representative has
executed, and delivered to the Company, an accession deed under the Shareholders’ Deed,
a Personal Representative of a Shareholder:
(a) is entitled to exercise all rights (including without limitation the rights to receive
Distributions, to attend meetings and to vote in person or by Representative), and
is subject to all limitations, attached to the Shares held by that Shareholder; and
(b) is entitled to be registered as holder of those Shares, but such registration shall
not operate as a release of any rights (including any lien) to which the Company
was entitled prior to registration of the Personal Representative pursuant to this
sub-clause.
13. Distributions
13.1 Power to authorise: The Board, if satisfied on reasonable grounds that the Company will
immediately after the Distribution satisfy the solvency test, may, subject to the Act, this
Constitution and the Shareholders’ Deed, authorise Distributions by the Company at times,
and of amounts, and to any Shareholders, as it thinks fit and may do everything which is
necessary or expedient to give effect to any such Distribution.
13.2 Form of Distribution: Subject to the rights of holders of any Shares in a Class, the Board
may make a Distribution in such form as it thinks fit, but shall not differentiate between
Shareholders as to the form in which a Distribution is made without the prior unanimous
approval of the Shareholders.
13.3 Entitlement to dividends: The Board must not authorise a dividend:
(a) in respect of some but not all the Shares in a Class; or
(b) that is of a greater value per Share in respect of some Shares of a Class than it is
in respect of other Shares of that Class,
unless the amount of the dividend in respect of a Share of that Class is in proportion to the
amount paid to the Company in satisfaction of the liability of the Shareholder under this
Constitution or under the terms of issue of the Share or is required, for a portfolio tax rate
entity, as a result of section HL 7 of the Income Tax Act 2004, but a Shareholder may waive

1650979-1
that Shareholder's entitlement to receive a dividend by notice to the Company in writing
signed by or on behalf of that Shareholder.
13.4 Deduction of money: The Board may deduct from a Distribution payable to a Shareholder
any amount which is due and payable by the Shareholder to the Company on account of
calls or otherwise in relation to any Shares held by that Shareholder.
13.5 Method of payment: A Distribution payable in cash may be paid in such manner as the
Board thinks fit to the entitled Shareholders or, in the case of joint Shareholders, to the
Shareholder named first in the Share Register, or to such other person and in such manner
as the Shareholder or joint Shareholders may in writing direct. Any one of two or more joint
Shareholders may give a receipt for any payment in respect of the Shares held by them as
joint Shareholders.
13.6 No interest on Distributions: The Company is not liable to pay interest in respect of any
Distribution.
14. Exercise of powers of Shareholders
14.1 Alternative forms of meeting: A meeting of Shareholders may be held by a quorum of the
Shareholders either:
(a) being assembled together at the time and place appointed for the meeting; or
(b) participating in the meeting by means of audio, audio and visual, or electronic
communication (to the extent permitted by the Act) provided that:
(i) the Board approves those means; and
(ii) the Shareholder, proxy, or Representative complies with any conditions
imposed by the Board in relation to the use of those means (including for
example, conditions relating to the identity of the Shareholder, proxy, or
Representative and that person’s approval or authentication (including
electronic authentication) of the information communicated by electronic
means); or
(c) by a combination of both the methods described in paragraphs (a) and (b).
14.2 Exercise of power by meeting or written resolution: A power reserved to the Shareholders
by the Act or by this Constitution may be exercised either:
(a) at a meeting of Shareholders; or
(b) by a resolution in writing signed in accordance with section 122 of the Act.
14.3 Powers exercisable by Ordinary Resolution: Unless otherwise specified in the Act or this
Constitution, a power or right of approval reserved to Shareholders may be exercised by
Ordinary Resolution.

1650979-1
15. Meetings of Shareholders
15.1 Annual meetings: The Company shall hold annual meetings of Shareholders in accordance
with section 120 of the Act unless, in the case of any annual meeting:
(a) everything required to be done at that meeting (by resolution or otherwise) is done
by resolution in writing signed in accordance with section 122 of the Act; or
(b) there is nothing required to be done at that annual meeting and the Board has
resolved that it is in the interests of the Company to rely on section 120(5) of the
Act.
15.2 Special meetings: A special meeting of Shareholders entitled to vote on an issue:
(a) may be called by the Board at any time; or
(b) shall be called by the Board on the written request of Shareholders holding Shares
carrying together not less than 5% of the voting rights entitled to be exercised on
any of the questions to be considered at the meeting.
15.3 Time and place of meetings: Each meeting of Shareholders shall be held at such time and
place as the Board appoints.
16. Notice of meetings of Shareholders
16.1 Written notice: Written notice of the time and place of a meeting of Shareholders must be
sent to every Shareholder entitled to receive notice of the meeting and to every Director, and
to the auditor (if any) of the Company, not less than 10 Working Days before the meeting.
16.2 Contents of notice: A notice of meeting shall:
(a) state the nature of the business to be transacted at the meeting in sufficient detail
to enable a Shareholder to form a reasoned judgment in relation to it;
(b) contain or be accompanied by sufficient explanation to enable a reasonable
person to understand the effect of the resolutions proposed in the notice;
(c) state the text of any Special Resolution to be submitted to the meeting;
(d) state the text of any resolution for the purposes of section 207I or 207J of the Act
to be submitted to the meeting; and
(e) in the case of any Special Resolutions required by section 106(1)(a) or (b) of the
Act, the right of a Shareholder under section 110 of the Act.
16.3 Waiver of notice irregularity: An irregularity in a notice of a meeting is waived if all the
Shareholders entitled to attend and vote at the meeting attend the meeting without protest
as to the irregularity, or if all such Shareholders agree to the waiver.

1650979-1
16.4 Accidental omission of notice: The accidental omission to give notice of a meeting to, or the
failure to receive notice of a meeting by, a Shareholder, does not invalidate the proceedings
at that meeting.
16.5 Notice of adjourned meeting: If a meeting of Shareholders is adjourned for less than 22
Working Days it is not necessary to give notice of the time and place of the adjourned
meeting other than by announcement at the meeting which is adjourned. In any other case,
notice of the adjourned meeting shall be given in accordance with clause 16.1.
17. Proceedings at meetings of Shareholders
17.1 Requirement for quorum: Subject to clause 17.3, no business may be transacted at a
meeting of Shareholders if a quorum is not present.
17.2 Quorum: Subject to clause 17.3, a quorum for a meeting of Shareholders is a Shareholder
or Shareholders present in person or by Representative and holding, or representing the
holder or holders of all of the Shares.
17.3 Lack of quorum: If a quorum is not present within 30 minutes after the time appointed for
the meeting:
(a) in the case of a meeting called by the Board on the written request of Shareholders
entitled to exercise that right under section 121(b) of the Act, the meeting is
dissolved; and
(b) in the case of any other meeting, the meeting is adjourned to the same day in the
following week at the same time and place, or to such other date, time and place
as the Board may appoint, and, if, at the adjourned meeting, a quorum is not
present within 30 minutes after the time appointed for the meeting, the
Shareholders or their Representatives present are a quorum, provided that those
Shareholders hold at least 50% or more of the Shares.
17.4 Adjournment of meeting: The chairperson may, with the consent of a meeting at which a
quorum is present (and shall, if so directed by the meeting), adjourn the meeting from time
to time and from place to place, but no business may be transacted at an adjourned meeting
other than the business left unfinished at the relevant meeting.
18. Chairperson of meetings of Shareholders
18.1 Chairperson: If the Directors have elected a chairperson of the Board, and he or she is
present at a meeting of Shareholders, he or she shall chair the meeting, unless or except to
the extent that the chairperson considers it not proper or desirable to act as chairperson,
either in relation to the entire meeting or in relation to any particular business to be
considered at the meeting.

1650979-1
18.2 Directors may appoint chairperson: If no chairperson of the Board has been elected or if, at
any meeting of Shareholders, the chairperson of the Board is not present within 15 minutes
of the time appointed for the commencement of the meeting, or considers it not proper or
desirable to act as chairperson, either in relation to the entire meeting or in relation to any
particular business to be considered at the meeting, the Directors present may elect one of
their number to chair the meeting or that part of the meeting which relates to the particular
business, as the case may require.
18.3 Shareholders may appoint chairperson: If at any meeting of Shareholders no Director is
willing to act as chairperson or no Director is present within 15 minutes of the time
appointed for the commencement of the meeting, the Shareholders present may choose one
of their number to chair the meeting.
19. Voting at meetings of Shareholders
19.1 Voting at meeting in one place: In the case of a meeting of Shareholders held under clause
14.1(a), unless a poll is demanded in accordance with clause 20.1, the chairperson of the
meeting shall determine whether voting will be by voice or by show of hands.
19.2 Voting at audio/visual or electronic meeting: In the case of a meeting of Shareholders held
under clause 14.1(b) or clause 14.1(c), unless a poll is demanded in accordance with clause
20.1, voting at the meeting shall be by any method permitted by the chairperson of the
meeting.
19.3 Postal votes: Unless the Board determines otherwise, Shareholders may not exercise the
right to vote at a meeting by casting postal votes. If the Board determines that postal voting
will be permitted at a meeting, the provisions of clause 7 of the first schedule to the Act shall
apply, with such modifications (if any) as the Board thinks fit.
19.4 Entitlement to vote: A Shareholder may exercise the right to vote either by being present in
person or by proxy.
19.5 Number of votes: Subject to clause 19.9 and to any rights or restrictions for the time being
attached to any Class of Shares:
(a) where voting is by show of hands or by voice or by any other method permitted in
accordance with clause 19.2 every Shareholder present in person or by
Representative has one vote;
(b) on a poll every Shareholder present in person or by Representative has one vote in
respect of each Share held by that Shareholder.
19.6 Declaration by chairperson: A declaration by the chairperson of a meeting that a resolution
is carried by the requisite majority is conclusive evidence of that fact unless a poll is
demanded in accordance with clause 20.1.

1650979-1
19.7 Chairperson's casting vote: The chairperson of a meeting of Shareholders is not entitled to a
casting vote.
19.8 Joint Shareholders: Where two or more persons are registered as joint Shareholders, the
vote of the person named first in the Share Register and voting on a matter must be
accepted to the exclusion of the votes of the other joint holders.
19.9 No vote when amount owing on Share: A Shareholder is not entitled to vote at any meeting
of Shareholders in respect of any Share if any amount is due and payable on that Share by
the Shareholder to the Company.
20. Polls
20.1 Right to demand poll: At a meeting of Shareholders a poll may be demanded by:
(a) the chairperson of the meeting; or
(b) not less than five Shareholders having the right to vote at the meeting; or
(c) a Shareholder or Shareholders representing not less than 10% of the total voting
rights of all Shareholders having the right to vote at the meeting; or
(d) a Shareholder or Shareholders holding Shares that confer a right to vote at the
meeting and on which the aggregate amount paid up is not less than 10% of the
total amount paid up on all Shares that confer that right.
20.2 When poll may be demanded: A poll may be demanded either before or after the vote is
taken on a resolution. The demand for a poll may be withdrawn.
20.3 Poll procedure: A poll shall be taken in such manner as the chairperson directs and the
result of a poll is deemed to be a resolution of the meeting at which the poll is demanded.
20.4 When poll taken: A poll demanded on the election of a chairperson of a meeting or on a
question of adjournment shall be taken immediately. A poll demanded on any other
question shall be taken at such time as the chairperson directs and any business, other than
that upon which a poll is demanded, may proceed pending the taking of the poll.
20.5 Votes: On a poll:
(a) votes may be given either personally or by Representative;
(b) votes shall be counted according to the votes attached to the Shares of each
Shareholder present in person or by Representative and voting in respect of those
Shares; and
(c) a Shareholder need not cast all the votes to which the Shareholder is entitled and
need not exercise in the same way all of the votes which the Shareholder casts.

1650979-1
21. Proxies
21.1 Right to appoint: A Shareholder may appoint a proxy to vote on behalf of the Shareholder at
a meeting of Shareholders. The proxy is entitled to attend and be heard at the meeting and
to demand or join in demanding a poll, as if the proxy were the Shareholder.
21.2 Notice of appointment: A proxy shall be appointed by written notice or approved electronic
format signed by the appointing Shareholder or, in the case of an electronic notice, sent by
the appointing Shareholder, or by appointing the proxy online in accordance with the
Company’s instructions in a notice of the meeting, and the notice shall state whether the
appointment is for a particular meeting or for a specified term.
21.3 Receipt of proxy form: No appointment of a proxy is effective in relation to a meeting unless
a copy of the notice of appointment is produced before the start of the meeting.
21.4 Validity of proxy vote: A vote given in accordance with the terms of a notice of appointment
of a proxy is valid notwithstanding the previous death or mental disorder of the principal, the
revocation of the appointment or of the authority under which the notice of appointment was
executed, or the transfer of the Share in respect of which the proxy is appointed, if no written
notification of such death, mental disorder, revocation, or transfer is received by the
Company at its registered office before the commencement of the meeting or adjourned
meeting for which the proxy is appointed.
22. Corporate representative
22.1 Appointment of representative: A body corporate which is a Shareholder may appoint a
person to attend a meeting of Shareholders on its behalf in the same manner as that in
which it could appoint a proxy.
23. Appointment and removal of Directors
23.1 Number of Directors: The number of Directors shall not at any time be less than two.
23.2 Appointment and removal of Directors: The provisions of the Shareholders’ Deed shall
govern the appointment and removal of directors.
24. Remuneration and other benefits of Directors
24.1 Power to authorise: The Board may exercise the power conferred by section 161 of the Act
to authorise any payment or other benefit of the kind referred to in that section.

1650979-1
25. Indemnity and insurance
25.1 Indemnity of Directors: Subject to clause 25.3 every Director shall be indemnified by the
Company:
(a) for any costs incurred by him or her in any proceeding that relates to liability for any
act or omission in his or her capacity as a Director or a director of a subsidiary of
the Company and in which judgment is given in his or her favour, or in which he or
she is acquitted, or which is discontinued; and
(b) in respect of liability to any person other than the Company or a related company
for any act or omission by him or her in his or her capacity as a Director or a
director of a subsidiary of the Company, and costs incurred by him or her in
defending or settling any claim or proceeding relating to any such liability,
and this indemnity shall continue in force, despite any subsequent revocation or amendment
of this clause, in relation to any liability which arises out of any act or omission by a Director
prior to the date of such revocation or amendment, but shall be subject to any limitations
contained in any deed or agreement from time to time in force between the Company and
the Director relating to indemnities.
25.2 Other indemnities: Subject to clause 25.3 the Company may, with the prior approval of the
Board, indemnify a director of a related company, or an employee of the Company or a
related company:
(a) for any costs incurred by him or her in any proceeding that relates to liability for any
act or omission by him or her in such capacity and in which judgment is given in his
or her favour, or in which he or she is acquitted, or which is discontinued; and
(b) in respect of liability to any person other than the Company or a related company
for any act or omission by him or her in such capacity, or costs incurred by him or
her in defending or settling any claim or proceeding relating to any such liability.
25.3 Exceptions: An indemnity conferred by clause 25.1(b) or given pursuant to clause 25.2(b),
shall not apply in respect of:
(a) any criminal liability; or
(b) in the case of an employee of the Company or a related company, any liability in
respect of a breach of any fiduciary duty owed to the Company or related company;
or
(c) in the case of a Director or a director of a related company, any liability in respect
of a breach of the duty specified in section 131 of the Act.
25.4 Insurance: The Company may, with the prior approval of the Board, effect insurance for a
Director or employee of the Company or a director or employee of a related company, in
respect of:

1650979-1
(a) liability, not being criminal liability, for any act or omission by him or her in such
capacity; or
(b) costs incurred by him or her in defending or settling any claim or proceeding
relating to any such liability; or
(c) costs incurred by him or her in defending any criminal proceedings that have been
brought against the Director or employee in relation to any act or omission in his or
her capacity as a Director or employee and in which he or she is acquitted.
25.5 Definitions: In this section 25:
(a) Director includes a former Director; and
(b) other words given extended meanings in section 162(9) of the Act have those
extended meanings.
26. Powers of Directors
26.1 Management of Company: The business and affairs of the Company shall be managed by,
or under the direction or supervision of, the Board.
26.2 Exercise of powers by Board: The Board may exercise all the powers of the Company which
are not required, either by the Act, the Shareholders’ Deed or this Constitution, to be
exercised by the Shareholders.
26.3 Delegation of powers: The Board may, with the unanimous approval of the Board, delegate
to a committee of Directors, a Director (including the Executive Director), an employee of the
Company, or to any other person, any one or more of its powers, other than a power set out
in the second schedule to the Act.
26.4 Appointment of attorney: The Company may exercise the power conferred by section 181 of
the Act to appoint a person as its attorney, either generally or in relation to a specified
matter. Any such power of attorney may contain such provisions for the protection of
persons dealing with the attorney as the Board thinks fit, and may also authorise any
attorney to delegate all or any of the powers, authorities and discretions vested in the
attorney.
26.5 Ratification by Shareholders: Subject to the provisions of section 177 of the Act (relating to
ratification of directors' actions) the Shareholders, or any other person in whom a power is
vested by this Constitution or the Act, may ratify the purported exercise of that power by a
Director or the Board in the same manner as the power may be exercised. The purported
exercise of a power that is ratified under this clause is deemed to be, and always to have
been, a proper and valid exercise of that power.

1650979-1
27. Interests of Directors
27.1 Disclosure of Interests: A Director shall comply with the provisions of section 140 of the Act
(relating to disclosure of interest of directors) but failure to comply with that section does not
affect the operation of clause 27.2.
27.2 Personal involvement of Directors: Notwithstanding any rule of law or equity to the contrary,
but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in
which a Director is Interested) and section 36(4) of the Financial Reporting Act 2013
(prohibiting a director from acting as auditor of a company), a Director may:
(a) contract with the Company in any capacity;
(b) be a party to any transaction with the Company;
(c) have any direct or indirect personal involvement or Interest in any transaction or
arrangement to which the Company is a party or in which it is otherwise directly or
indirectly interested or involved;
(d) become a director or other officer of, or otherwise Interested in, any corporation
promoted by the Company or in which the Company may be directly or indirectly
interested as a shareholder or otherwise; and
(e) retain any remuneration, profit or benefits in relation to any of the foregoing,
and no contract or arrangement of any kind referred to in this clause may be avoided by
reason of a Director's Interest.
27.3 Interested Directors may vote, etc: A Director who is Interested in a transaction entered
into, or to be entered into, by the Company may, subject to the Shareholders’ Deed:
(a) vote on any matter relating to the transaction;
(b) attend a meeting of the Board at which a matter relating to the transaction arises
and be included among the Directors present at the meeting for the purposes of a
quorum;
(c) sign a document relating to the transaction on behalf of the Company; and
(d) do any other thing in his or her capacity as a Director in relation to the transaction,
as if the Director were not Interested in the transaction.
27.4 Joint venture company: If the Company is at any time carrying out a joint venture between
the Shareholders, a Director may, when exercising powers or performing duties as a Director
in connection with the carrying out of the joint venture, act in a manner which he or she
believes is in the best interests of a Shareholder or Shareholders, even though it may not be
in the best interests of the Company.

1650979-1
28. Proceedings of Board
28.1 Third schedule of Act not to apply: The provisions of the third schedule to the Act (relating to
proceedings of a board) do not apply to the Company, except to the extent expressly
incorporated in this Constitution. Instead, the provisions of this Constitution and the
Shareholders’ Deed relating to proceedings of the Board apply, including in relation to voting
and passing written resolutions.
28.2 Alternative forms of meeting: A meeting of the Board may be held by a quorum of the
Directors either:
(a) being assembled together at the time and place appointed for the meeting;
(b) participating in the meeting by means of audio, audio and visual, or electronic
communication (to the extent permitted by the Act) by which all Directors
participating and constituting a quorum can simultaneously hear each other
throughout the meeting; or
(c) by a combination of both the methods described in paragraphs (a) and (b).
28.3 Procedure: Except as provided in this Constitution or the Shareholders’ Deed, the Board
may regulate its own procedure.
28.4 Convening of meetings: A Director, or an employee of the Company at the request of a
Director, may convene a meeting of the Board by giving notice in accordance with clause
28.5.
28.5 Notice of meeting: The following provisions apply in relation to meetings of the Board except
where otherwise agreed by all Directors in relation to any particular meeting or meetings:
(a) Not less than five Working Days' notice of a meeting shall be sent to each Director
(other than a Director who has waived that right).
(b) Notice to a Director of a meeting may be:
(i) given to the Director in person by telephone or other oral communication;
(ii) delivered to the Director;
(iii) posted to the address given by the Director to the Company for such
purpose; or
(iv) sent by electronic means to any address given by a Director from time to
time for such purpose.
(c) A notice of meeting shall:
(i) specify the date, time and place of the meeting;

1650979-1
(ii) in the case of a meeting by means of audio, audio and visual or electronic
communication, specify the manner in which each Director may
participate in the proceedings of the meeting; and
(iii) give an indication of the matters to be discussed, in sufficient detail to
enable a reasonable Director to appreciate the general import of the
matters, unless this is already known to all the Directors or is
impracticable in any particular circumstances.
(d) A notice of meeting given to a Director pursuant to this clause is deemed to be
given:
(i) in the case of oral communication, at the time of notification;
(ii) in the case of delivery, by handing the notice to the Director or by delivery
of the notice to the address of the Director;
(iii) in the case of posting, three Working Days after it is posted, or if posted
overseas, within five Working Days after it is posted; or
(iv) in the case of electronic means, at the time of transmission.
(e) If all reasonable efforts have been made to give notice of a meeting to a Director in
accordance with all of the methods set out in clause 28.5(d) but the Director
cannot be contacted, notice of the meeting shall be deemed to have been duly
given to that Director.
28.6 Director may convene meeting: Without limiting the provisions of clauses 28.3 or 28.5, a
Director has the right at any time to convene a meeting of the Board, or to require an
employee of the Company to convene a meeting of the Board, at the registered office of the
Company or at the place where the meetings of the Board for the time being are customarily
held, by giving not less than five Working Days' written notice signed by or on behalf of the
Director to each of the other Directors stating the date, time and place of the meeting and
the matters to be discussed.
28.7 Waiver of notice irregularity: An irregularity in the giving of notice of a meeting is waived if
all of the Directors entitled to receive notice of meeting either attend the meeting without
protest as to the irregularity or agree (whether before, during or after the meeting) to the
waiver.
28.8 Quorum: The requirement for a quorum for a meeting of the Board is governed by the
Shareholders’ Deed.
28.9 Election of chairperson: The election of a chairperson is governed by the Shareholders’
Deed.
28.10 Committees: A committee of Directors shall, in the exercise of the powers delegated to it,
comply with any procedural or other requirements imposed on it by the Board. Subject to

1650979-1
any such requirements, the provisions of this Constitution relating to proceedings of
Directors apply, with appropriate modification, to meetings of a committee of Directors.
28.11 Validity of actions: The acts of a person as a Director are valid even though the person's
appointment was defective or the person is not qualified for appointment.
28.12 Minutes: The Board shall ensure that minutes are kept of all proceedings at meetings of the
Shareholders and of the Board. Minutes which have been signed correct by the chairperson
of the meeting are prima facie evidence of the proceedings.
29. Method of contracting
29.1 Deeds: An obligation which, if entered into by a natural person, would, by law, be required to
be by deed which is to be entered into by the Company may be signed on behalf of the
Company, by:
(a) two or more Directors;
(b) if there is only one Director, by that Director whose signature must be witnessed;
(c) a Director, and any person authorised by the Board, whose signatures must be
witnessed; or
(d) one or more attorneys appointed by the Company.
29.2 Other written contracts: An obligation or contract which, if entered into by a natural person,
is, by law, required to be in writing, and any other written obligation or contract which is to be
entered into by the Company, may be signed on behalf of the Company by a person acting
under the express or implied authority of the Company.
29.3 Other obligations: Any other obligation or contract may be entered into on behalf of the
Company in writing or orally by a person acting under the express or implied authority of the
Company.
30. Inspection of records
30.1 Inspection by Directors: Subject to section 191(2) of the Act (which relates to the power of a
court to limit inspection), all accounting and other records of the Company shall be open to
the inspection of any Director.
31. Notices
31.1 Method of service: All notices, reports, accounts and other documents required to be sent to
a Shareholder shall be sent in the manner provided in section 391 of the Act.

1650979-1
31.2 Accidental omissions: The failure to send an annual report, notice, or other document to a
Shareholder in accordance with the Act or this Constitution does not invalidate the
proceedings at a meeting of Shareholders if the failure to do so was accidental.
31.3 Joint Shareholders: In the case of joint Shareholders, a notice may be given by the Company
to the Shareholder named first in the Share Register in respect of that Share.
31.4 Shareholder deceased or bankrupt: If a Shareholder dies or is adjudicated bankrupt, notice
may be given in any manner in which notice might have been given if the death or
bankruptcy had not occurred, or by giving notice in the manner provided in section 391 of
the Act to the Personal Representative of the Shareholder at the address supplied to the
Company for that purpose.
31.5 Waiver by Shareholders: Subject to section 212(2) of the Act (which renders invalid waivers
of both a copy of the annual report and a notice under section 209(1)(b)), a Shareholder may
from time to time, by written notice to the Company, waive the right to receive all or any
documents from the Company and may revoke the waiver in the same manner. While any
waiver is in effect, the Company need not send to the Shareholder the documents to which
the waiver relates.

---

WINTON LAND LIMITED
Investor Ranges as at 17/12/2021

Security CodeDescriptionHolding TypeRanges
WINFULLY PAID ORDINARY SHARESTotals for WIN1 to 1000
WINFULLY PAID ORDINARY SHARESTotals for WIN1001 to 5000
WINFULLY PAID ORDINARY SHARESTotals for WIN5001 to 10000
WINFULLY PAID ORDINARY SHARESTotals for WIN10001 to 100000
WINFULLY PAID ORDINARY SHARESTotals for WIN100001 and Over
WINFULLY PAID ORDINARY SHARESTotals for WINTotal

InvestorsSecurities% Issued Capital
3 774 0
31 58,918 0.02
22 153,870 0.05
56 2,165,881 0.73
32 294,234,293 99.2
144 296,613,736 100

---

REQUEST ID :01926152
REPORT DATE: 17/12/2021
REPORT TIME: 10.02.42
WINTON LAND LIMITED
TOP 20 INVESTORS REPORT
FRIDAY17DECEMBER2021
PARAMETERS
Issuer Code :WIN
Report Name:TOP N REPORT
Security Group:
Security Code:WIN
As At Date:CURRENT
Top n:20
Top Type:(N)UMBER
Top n OR First n:TOP N
Investor Groups:N
Display Investors in Group:N
Display Address:Y
Display HRN:N
Current OR Available Bal:CURRENT
Foreign / Domestic:ALL
Holding Exclusions:
PDF Output:Y
CSV Output:Y
Orient Capital CSV Output:Y

PAGE NUMBER: 1
REPORT DATE: 17/12/2021
REPORT TIME: 10.02.42
WINTON LAND LIMITED
TOP 20 INVESTORS REPORT
FRIDAY17DECEMBER2021
Current% Issued
RankInvestorBalanceCapital
Security: WIN - FULLY PAID ORDINARY SHARES
1KORAMA LIMITED162,593,00054.82%
<AMAROK A/C>
LEVEL 4
10 VIADUCT HARBOUR AVENUE
AUCKLAND 1010
2PERPETUAL CORPORATE TRUST51,453,56417.35%
LIMITED
<TC AKARUA SUB A/C>
LEVEL 18 123 PITT STREET
SYDNEY NSW 2000
AUSTRALIA AUS
3WANAKA PARTNERS LLC28,683,0009.67%
2711 CENTERVILLE ROAD
SUITE 4000
WILMINGTON
DELAWARE 19808
UNITED STATES USA
4JWAJ LIMITED20,972,4187.07%
WEKA TRUST
LEVEL 22
88 SHORTLAND STREET
AUCKLAND CENTRAL 1010
5HWM (NZ) HOLDINGS LIMITED9,004,3743.04%
PO BOX 328
SHORTLAND STREET
AUCKLAND 1140
60TO60 NOMINEE LIMITED5,145,3561.73%
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
7JARDEN SECURITIES LIMITED3,159,6941.07%
PO BOX 3394
WELLINGTON 6140
Confidential - Link Market Services Limited

PAGE NUMBER: 2
REPORT DATE: 17/12/2021
REPORT TIME: 10.02.42
WINTON LAND LIMITED
TOP 20 INVESTORS REPORT
FRIDAY17DECEMBER2021
Current% Issued
RankInvestorBalanceCapital
8NEW ZEALAND CENTRAL SECURITIES3,015,0861.02%
DEPOSITORY LIMITED
PO BOX 5240
VICTORIA STREET WEST
AUCKLAND 1142
9FORSYTH BARR LIMITED2,421,725.82%
PRIVATE BAG 1999
DUNEDIN 9054
10KIOWA 2018 CORPORATE TRUSTEE1,286,339.43%
COMPANY LIMITED
<2018 A/C>
PO BOX 31500
MILFORD
AUCKLAND 0741
10MOTUTAPU INVESTMENTS LIMITED1,286,339.43%
24B REGINA STREET
WESTMERE
AUCKLAND 1022
11NEW ZEALAND DEPOSITORY NOMINEE977,421.33%
<1 A/C>
C/- NZX
PO BOX 2959
WELLINGTON 6140
12COLIN IAN CROMBIE +514,535.17%
HEATHER JOY HALLAM
<LORRAINE CROMBIE NO.2 A/C>
2 GEORGE STREET
HOSPITAL HILL
NAPIER 4110
12JOSEPH DAVENPORT +514,535.17%
SHELLEY DAVENPORT
<THE SQUARE FOREST TRUST A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
Confidential - Link Market Services Limited

PAGE NUMBER: 3
REPORT DATE: 17/12/2021
REPORT TIME: 10.02.42
WINTON LAND LIMITED
TOP 20 INVESTORS REPORT
FRIDAY17DECEMBER2021
Current% Issued
RankInvestorBalanceCapital
13DENWOL MERCHANT FINANCE385,901.13%
CORPORATION PTY LTD
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
13EVENHALL PTY LTD385,901.13%
<ATF THE PB 2004 FAMILY TRUST
A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
14D & J BISA FAMILY SUPER PTY270,296.09%
LIMITED
<D&J BISA SUPER FUND A/C>
69 CANBERRA AVENUE
KINGSTON ACT 2603
AUSTRALIA AUS
15MOHUA LIMITED257,267.09%
PO BOX 258
CHRISTCHURCH 8140
16SIMON THOMAS ASH235,400.08%
5 EMMETT STREET
HERNE BAY
AUCKLAND 1011
17JUSTINE ELIZABETH HOLLOWS156,933.05%
103/199 GREAT NORTH ROAD
GREY LYNN
AUCKLAND 1021
17JEAN HILARY MCMAHON156,933.05%
98 HUIA ROAD
POINT CHEVALIER
AUCKLAND 1022
18WARWICK PETER GOLDSMITH149,987.05%
PO BOX 2366
WAKATIPU 9349
Confidential - Link Market Services Limited

PAGE NUMBER: 4
REPORT DATE: 17/12/2021
REPORT TIME: 10.02.42
WINTON LAND LIMITED
TOP 20 INVESTORS REPORT
FRIDAY17DECEMBER2021
Current% Issued
RankInvestorBalanceCapital
19NICHOLAS RICHARD WILLIAM128,865.04%
DAVIDSON
<MARGARET DAVIDSON
DISCRETIONARY A/C>
103 HAMILTON ROAD
RD 2 WARKWORTH 0982
20BYERA PTY LTD128,633.04%
<ATF KEITH KNIGHT
SUPERANNUATION FUND A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
20DLD PTY LTD128,633.04%
<ATF DLD FAMILY TRUST A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
20FORESTER INVESTMENTS PTY LTD128,633.04%
<ATF RUSSELL STALEY FAMILY
A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
20JD & A ODLUM PTY LTD128,633.04%
<ATF ODLUM SUPERANNUATION FUND
A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
Confidential - Link Market Services Limited

PAGE NUMBER: 5
REPORT DATE: 17/12/2021
REPORT TIME: 10.02.42
WINTON LAND LIMITED
TOP 20 INVESTORS REPORT
FRIDAY17DECEMBER2021
Current% Issued
RankInvestorBalanceCapital
20MAYUMI AND ZENTA INVESTMENTS128,633.04%
PTY LTD
<ATF MAYUMI AND ZENTA A/C>
60 CASTLEREAGH STREET
SYDNEY NSW
AUSTRALIA AUS
Investors
TOTAL IN THIS REPORT: 293,798,0342899.05%
TOTAL OTHER INVESTORS: 2,815,702116.95%
GRAND TOTAL: 296,613,736144100.00%
end of report
Confidential - Link Market Services Limited

---

WINTON LAND LIMITED
(Company)

3444-2884-4055, v. 1

Written confirmation of the directors

Date: 2021

We, the directors of Winton Land Limited (NZ company number 6310507) (Company)
confirm that we have made enquiries, and nothing has come to our attention to suggest that
the Company is not continuing to earn profit from continuing operations as at today’s date
and will continue to do so up to the date of the application for admission to the official list of
ASX Limited.

This statement may be signed by each director in counterpart and each counterpart taken
together will constitute the one document.

Signed by each of the directors of the Company:

Julian Bradwell Cook:
.........................................................................
Signature
David Joseph Liptak:
.........................................................................
Signature
Christopher Scott Meehan:
.........................................................................
Signature
Michaela Ward Meehan:
.........................................................................
Signature
Anna Marion Molloy:
.........................................................................
Signature
Glen Andrew Tupuhi:
.........................................................................
Signature
28 November

Director and Senior Manager Initial Disclosure Notices Approval under Rule 8.1.6 & Waiver under Rule 8.1.5

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.