Winton - Capital Change Notice (ESOP)

Template
Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Winton Land Limited (Winton)
NZX ticker code WIN
Class of financial product Unquoted share options (Options)
convertible into Winton ordinary shares
pursuant to Winton’s Share Option Plan
ISIN (If unknown, check on NZX website) NZWINE003S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 120,916 Options
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the
Options
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

The Options comprise 100% of the
financial products of that class
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
The exercise price for the Options is
$3.8870 per Option. Subject to their
continued employment by Winton or one
of its subsidiaries, option holders will be
able to exercise the Options for a period of
12 months following the vesting date for
each tranche, being 14 July 2029 in
respect of tranche one, 14 July 2032 in
respect of tranche two and 14 July 2035 in
respect of tranche three
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of 120,916 Options under Winton’s
Share Option Plan pursuant to a directors’
resolution dated 30 June 2025
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
120,916 Options

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Directors’ resolution dated 30 June 2025
and NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The Options do not entitle the holder to
receive dividends or other distributions or
vote in respect of Winton’s ordinary
shares
Date of issue/acquisition/redemption
2
14 July 2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
N/A
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Justine Hollows
Contact person for this announcement Justine Hollows
Contact phone number +64 27 836 1875
Contact email address justine.hollows@winton.nz
Date of release through MAP

15 July 2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).