Winton Land Limited (NS) — Proxy Solicitation & Information Statement 2023

Dec 21, 2023

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MARKET ANNOUNCEMENT

NZX: WIN / ASX: WTN

22 December 2023

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a Special Meeting of the shareholders of Winton Land Limited ( Winton ) will be held on Monday, 22 January 2024 at 11:00 am (NZ time). The Special Meeting will be held virtually via the Link Market Services Virtual Meeting platform at www.virtualmeeting.co.nz/winsm24.

As announced on 17 November 2023, existing shareholders Wanaka Partners, LLC ( Wanaka Partners ) and TC Akarua 2 Pty Ltd (as trustee of the TC Akarua Sub Trust) ( Akarua ), a real estate vehicle managed by Macquarie Asset Management, have disclosed entry into an agreement pursuant to which Wanaka Partners will sell a total of 14,830,687 Winton shares (representing 5.0% of Winton’s total issued shares) to Akarua for NZ$2.50 per share.

The Transaction will be completed in two tranches, with the first tranche settling on 2 December 2023, under which Akarua acquired 7,839,521 Winton shares, resulting in a holding of 19.99%. Under the second tranche Akarua will acquire 6,991,166 Winton shares, resulting in a holding of 22.35% (the Second Tranche Acquisition ). The Second Tranche Acquisition is conditional on the approval of Winton shareholders by ordinary resolution pursuant to Rule 7(c) of the Takeovers Code given it will result in Akarua holding in excess of 20% of Winton’s shares. Accordingly, the purpose of the Special Meeting is to seek approval of the Second Tranche Acquisition for the purposes of Rule 7(c) of the Takeovers Code.

As set out in the Notice of Meeting, the directors of Winton (other than those connected with Akarua and Wanaka Partners) recommend that shareholders vote in favour of the resolution.

Attached are the following documents which are being sent to shareholders today:

• Notice of Special Meeting of Shareholders

• Voting / Proxy Form

• Independent Adviser’s Report from Simmons Corporate Finance in relation to the Second Tranche Acquisition

Ends.

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

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About Winton

Winton is a residential land developer that specialises in developing integrated and fully masterplanned neighbourhoods. Across its 14 masterplanned communities, Winton has a portfolio of 26 projects expected to yield a combined total of circa 6,500 residential lots, dwellings, apartment units, retirement village units and commercial lots. Winton listed on the NZX and ASX in 2021. www.winton.nz