Winton - Notice of 2025 Annual Meeting of Shareholders

About Winton
Winton is a residential land developer that specialises in developing integrated and fully masterplanned
neighbourhoods. Across its 12 masterplanned communities, Winton has a portfolio of 20 projects expected
to yield a combined total of circa 5,750 residential lots, dwellings, apartment units, retirement village units
and commercial lots. Winton listed on the NZX and ASX in 2021. To find out more, visit our website
www.winton.nz.

NZX & ASX RELEASE
NZX: WIN / ASX: WTN

23 September 2025



WINTON – NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
The 2025 Annual Meeting of Shareholders of Winton Land Limited will be held as a virtual only
meeting on Wednesday, 22 October 2025, commencing at 11.00am (NZDT).
Copies of the Notice of Meeting and Proxy Form are attached.


Ends.

For further information, please contact:
Justine Hollows
GM, Corporate Services
(+64) 27 836 1875
justine.hollows@winton.nz

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Winton Land Limited

Notice of 2025 Annual Meeting of Shareholders

Wednesday, 22 October, 11.00am



As an owner of Winton Land Limited (Winton or the Company) the Board invites you to join us
for our Annual Meeting of Shareholders.

Where: This will be a virtual meeting via the MUFG Pension & Market Services Virtual Meeting
platform at www.virtualmeeting.co.nz/win25.

When: Wednesday, 22 October 2025, commencing at 11.00am.

To join the meeting online you will need your CSN/Holder number for verification. Further
instructions on how to participate are outlined in the “Important Information – Procedural
Notes” section at the end of this Notice of Meeting.

If you cannot attend, we encourage you to have your vote counted by completing and lodging
the Proxy/Voting Form in accordance with the instructions within this Notice of Meeting so that
it reaches MUFG Pension & Market Services by Monday, 20 October 2025 at 11.00am.
BUSINESS AND AGENDA OF MEETING

1. Chair and Chief Executive Officer’s address
2. Resolutions
To consider and, if deemed fit, to pass the following ordinary resolutions at the meeting:

Resolution 1 – Election of Josh Phillips as Director
That Josh Phillips, having been appointed by the Board and only holding office until the
Annual Meeting of Shareholders, be elected as a Director of the Company.

Resolution 2 – Re-election of Chris Meehan as Director
That Chris Meehan, who retires and is eligible for election, be re-elected as a Director of the
Company.

Resolution 3 – Re-election of Michaela Meehan as Director
That Michaela Meehan, who retires and is eligible for election, be re-elected as a Director of
the Company.

Resolution 4 – Re-election of Julian Cook as Director
That Julian Cook, who retires and is eligible for election, be re-elected as a Director of the
Company.

2

Resolution 5 – Re-election of Glen Tupuhi as Director
That Glen Tupuhi, who retires and is eligible for election, be re-elected as a Director of the
Company.

Resolution 6 - Auditor’s Remuneration
That the Board be authorised to fix the fees and expenses of Ernst & Young as the auditor of
the Company for the ensuing year.

For further detail, see the Explanatory Notes below.

3. Other business and Shareholder Questions
To consider any other matter as may be properly raised at the meeting.

We look forward to welcoming you to the 2025 Annual Meeting of Shareholders.


For and on behalf of the Winton Board of Directors



Justine Hollows
General Manager, Corporate Services
23 September 2025

3
EXPLANATORY NOTES

Resolutions 1 to 5: Election and Re-election of Directors
Under Rule 271 of the NZX Listing Rules, and clause 25.2 of the Company’s constitution,
Directors appointed by the Board must not hold office (without re-election) past the next annual
meeting following that Director’s appointment. If the Director is eligible, they may offer
themselves for election by the shareholders at the annual meeting following their appointment.
In May 2025, the Board appointed Josh Phillips as a Director of the Company under clause 37 of
the Company’s constitution. He retires at this Annual Meeting of Shareholders, and being
eligible, offers himself for re-election.

In accordance with Rule 2.7.1 of the NZX Listing Rules and clause 27 of the Company’s
constitution, Directors must not hold office (without re-election) past the third Annual Meeting
of Shareholders following the Director’s appointment or three years, whichever is longer. Chris
Meehan, Michaela Meehan, Julian Cook and Glen Tupuhi are subject to rotation under the NZX
Listing Rules and the Company’s constitution, and they retire by rotation at this Annual Meeting
of Shareholders. Being eligible, Chris Meehan, Michaela Meehan, Julian Cook and Glen Tupuhi
offer themselves for re-election. The Board has determined that Glen Tupuhi is an Independent
Director (as defined by the NZX Listing Rules). The Board notes that Chris Meehan, Michaela
Meehan, Julian Cook and Josh Philips are not Independent Directors. Profile details for the
Directors proposed to be elected or re-elected by rotation are set out on pages 4 and 5.

The Board considers that each of Chris Meehan, Michaela Meehan, Julian Cook, Glen Tupuhi
and Josh Phillips have the appropriate blend of leadership and experience, combined with
diversity of perspective, to contribute to the successful functional and strategic requirements
of the Company.

The Board unanimously supports Resolutions 1, 2, 3, 4 and 5 and recommends that
shareholders vote IN FAVOUR of each of them at the meeting.

Resolution 6: Auditor’s Remuneration
The current auditor of the Company, Ernst & Young (EY), will be automatically reappointed as
Winton’s auditor at the Annual Meeting of Shareholders in accordance with section 207T of the
Companies Act 1993. Under that legislation, the auditor’s fees and expenses must be fixed at
the Annual Meeting of Shareholders or in the manner that the Company determines at the
meeting. Shareholder approval is therefore sought for the Directors of the Company to fix EY’s
fees and expenses for the ensuing financial year.

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

4

Profile of Josh Phillips

Josh is an Associate Director in the Macquarie Asset
Management (MAM) Real Estate team. He has over 10 years of
experience in real estate private equity and investment banking
across Australia, New Zealand the UK, with a specialist focus on
the residential sectors. Josh is currently a director of Local
Residential, an Australian build-to-rent business. Josh holds a
Masters in Environment, Law and Economics from the University
of Cambridge.

Josh is a non-executive Director, appointed as an alternate to
James Kemp, in his capacity as a representative of TC Akarua 2
Pty Limited (as trustee of the TC Akarua Sub Trust), which is a
substantial shareholder in Winton.

Term of Office:
Appointed Director on 8 May 2025.

Profile of Chris Meehan

Chris is a founding principal and the CEO of Winton, with over 30
years of experience in real estate investment. Prior to
establishing Winton, Chris founded the Belle Property real
estate franchise in Australia in 1999 and grew this business to
circa 25 offices across Australia and New Zealand, prior to its
sale to private equity interests in 2009. Chris is a well-respected
member of the New Zealand property industry, with a successful
track record in creating high quality masterplanned
communities that are “best by design”.

Term of Office:
Chris Meehan is an executive Director, appointed on 19 June
2017.

Profile of Michaela Meehan

Michaela Meehan is a founding principal of Winton, with more
than 20 years of corporate, property and treasury knowledge.
Michaela’s experience includes a senior role in the Danish
brewery Carlsberg, in Copenhagen, and she
holds a Master of
Science in Economics and Business Administration from the
Copenhagen Business School. Michaela was also a
professional sailor for 13 years, competing at three Olympic
Games as a member of the Danish Sailing Team.

Term of Office:
Michaela is a non-executive Director, appointed on 19 June
2017.

5

Profile of Julian Cook

Julian has more than 20 years of investment banking and
leadership experience, including his role as CEO of Summerset
Group until 2021. He is currently Chairman of SkyCity
Entertainment Group and a director of WEL Networks Limited
and the Australian retirement business, Levande. Julian brings
his wealth of experience and knowledge not only to his role as
Director on the Winton Board, but also the executive role of
Director of Retirement for Northbrook.


Term of Office:
Julian is an executive Director, appointed on 13 September
2021.

Profile of Glen Tupuhi

Glen has over 30 years’ governance experience, including in
health and justice related fields, including representing Ngati
Paoa, Hauraki and iwi Maori. Glen has held senior positions in
Oranga Tamariki, Corrections, Health Waikato, Hauora Waikato
and Te Runanga o Kirikiriroa and ministerial appointments to the
Independent Maori Statutory Board from 2010 – 2016, and
nationally to the Maori Economic Development Panel.

Term of Office:
Glen is an independent Director, appointed on 24 September
2021.

6
IMPORTANT INFORMATION – PROCEDURAL NOTES

Voting
A. The persons entitled to vote on the resolutions
at the Annual Meeting of Shareholders are
those persons who are recorded in the share
register of Winton as holders of ordinary
shares at 5:00pm NZDT on Monday, 20
October 2025. Voting will be conducted by
way of poll, meaning that each shareholder of
Winton has one vote for each ordinary share in
Winton held by that shareholder.

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

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

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

E. The appointment of a proxy must be made
online at vote.cm.mpms.mufg.com/WIN or, if
you complete the accompanying Proxy/Voting
Form in accordance with the instructions set
out in the form, received by MUFG Pension &
Market Services by no later than 11.00am
NZDT on Monday, 20 October 2025.

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



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

H. A postal voting form is enclosed with this
notice (combined with the Proxy/Voting Form).
If you wish to cast a postal vote you must vote
by no later than 11.00am NZDT on Monday, 20
October 2025 by either:

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

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

Virtual Annual Meeting
I. Shareholders (and appointed proxies) will be
able to attend and participate in the meeting
virtually via an online platform provided by our
share registrar, MUFG Pension & Market
Services, at www.virtualmeeting.co.nz/win25.
Shareholders attending and participating in the
meeting virtually via the online platform will be
able to vote and ask questions during the
meeting. More information regarding virtual
attendance at the meeting (including how to
vote and ask questions virtually during the
meeting) is available in the Virtual Meeting
Guide available at:
https://mail.cm.mpms.mufg.com/MUFG/MUF
G_VirtualMeetingGuide.pdf. Winton strongly
recommends that shareholders who wish to
participate in the meeting virtually log in to the
online portal at least 15 minutes prior to the
scheduled start time for the meeting.

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

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

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LODGE YOUR PROXY / POSTAL VOTE
Online:
vote.cm.mpms.mufg.com/WIN
Scan & email: Mail:
meetings.nz@cm.mpms.mufg.com
Use the enclosed reply paid
envelope or address to:
Deliver: MUFG Pension & Market Services
MUFG Pension & Market Services PO Box 91976
Level 30, PwC Tower, Victoria Street West
15 Customs Street West, Auckland 1142
Auckland 1010

Scan this QR code with your smartphone and vote online



General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD FOR WINTON LAND LIMITED’S 2025 ANNUAL MEETING
The Winton Land Limited (“Company”) Annual Meeting of Shareholders will be held online at www.virtualmeeting.co.nz/win25, on Wednesday,
22 October 2025 commencing at 11.00am. If you will attend the Meeting online, you will require your Holder Number for verification purposes.

If you wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions above) to the Company’s
share registry, MUFG Pension & Market Services, by no later than 11.00am, Monday, 20 October 2025. You can also appoint your proxy online by
going to vote.cm.mpms.mufg.com/WIN or by scanning the QR code above with your smartphone.

Appointment of proxy
If you are a shareholder entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy to attend and vote instead of you. This proxy
form may be completed online, mailed, delivered, or scanned and emailed in accordance with the instructions above. A proxy need not be a shareholder
of the Company. A company may appoint a person to attend and vote at the meeting as its representative in the same manner as a proxy is appointed. If
you wish, you can appoint the Chair of the Meeting as your proxy. If you return this Proxy Form without appointing a proxy, the Chair of the meeting will
vote in accordance with your express instructions.

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

Postal Vote
As a shareholder entitled to vote at the Annual Meeting, you are entitled to vote by postal vote. You can cast your postal vote online or by one of the other
methods listed above. If you return your postal vote without indicating how you wish to vote, or your indication on how to vote is unclear, on any resolution,
you will be deemed to have abstained from voting on that resolution. If you complete the postal vote section and also appoint a proxy, then your postal
vote will be cast and your proxy appointment will not be counted.

Attending the meeting
The 2025 Annual Meeting will be an online Meeting only. If you propose to attend the Annual Meeting online you can join via the MUFG Pension & Market
Services Virtual Meeting platform at: www.virtualmeeting.co.nz/win25. You will require your Holder Number for verification purposes.

Signing instructions for proxy forms
Individual
Where the holding is in one name, this form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint security holders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder in the Company’s share register will prevail.
Power of Attorney
This form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a solicitor, Justice
of the Peace or Notary Public must be deposited or mailed to be received at the office of MUFG Pension & Market Services, in any manner as per the
instructions above, not later than 11.00am on Monday, 20 October 2025.
Corporate Shareholder
In the case of a corporate shareholder, this form must be signed by a director or a duly authorised officer acting under the express or implied authority of
the shareholder, or an attorney duly authorised by the shareholder.

POSTAL VOTE / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
Note: If you wish, you may appoint the Chair of the Meeting as your proxy. To do this, enter “the Chair” in the space allocated below.
I/We being a shareholder(s) of Winton Land Limited

appoint __________________________________________at _________________________________________________
(full name of proxy) (e-mail address)
or failing that person __________________________________________at _________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held online on Wednesday, 22 October 2025,
at 11.00am and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
on a poll and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions:

Tick (✓) in box to vote
ORDINARY RESOLUTIONS:
For Against Abstain Discretion
1. That Josh Phillips, having been appointed by the Board and only holding office until the
Annual Meeting of Shareholders, be elected as a Director of the Company.
   
2. That Chris Meehan, who retires and is eligible for election, be re-elected as a Director
of the Company.
   
3. That Michaela Meehan, who retires and is eligible for election, be re-elected as a
Director of the Company.
   
4. That Julian Cook, who retires and is eligible for election, be re-elected as a Director of
the Company.
   
5. That Glen Tupuhi, who retires and is eligible for election, be re-elected as a Director of
the Company.
   
6. That the Board be authorised to fix the fees and expenses of Ernst & Young as the
auditor of the Company for the ensuing year.
   

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). If you do not mark any appropriate box for a particular resolution then your proxy will not be able to vote. The proxy is appointed
only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, online, will have the opportunity to ask questions during the meeting. Shareholders can submit a question
prior to the meeting online by going to vote.cm.mpms.mufg.com/WIN and completing the online validation process, or by completing the question section
below and returning this form to MUFG Pension & Market Services. Questions will need to be submitted by 11.00am on Monday, 20 October 2025. The
Company has the discretion as to which of these questions will be addressed at the Annual Meeting.






SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________
Electronic Investor Communications: If you received the notice of meeting and proxy form by mail and wish to receive your future investor
communications by email, please provide your email address below.
Question: