Winton Land Limited, Annual Meeting 2025

10 October 2025

Winton Land Limited (NS) (WIN)

The company will hold its Annual Shareholders Meeting at 11.00am Wednesday 22 October 2025.

It will be a virtual meeting. You can join the meeting online at this link.

Company Overview

The company was founded by Chris and Michaela Meehan in 2009 and listed on the NZX and ASX in December 2021.

Winton is a residential land developer with 12 master planned communities and 20 projects involving around 5,750 residential lots, dwellings, apartment units, retirement village units in New Zealand and Australia.

Chris and Michaela Meehan hold 55% of the shares.

In May 2025, the company announced the development of the Ayrburn Film Hub a $280 million project at Queenstown. Also, in May Josh Phillips was appointed to the Board as an alternate Director for James Kemp. In August 2025, the company announced that along with Sunfield Developments Limited, and Kāinga Ora-Homes and Communities it had reached an agreement in respect of the High Court proceeding brought by Winton alleging anti-competitive conduct by Kāinga Ora.

Current Strategy

The company is focused on developing thoughtfully designed neighbourhoods and creating thriving residential communities and retirement villages throughout New Zealand and Australia.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. It opened Ayrburn to the public in December 2023, with over 150,000 visitors to date, and in July held its first mid-winter Christmas wonderland at Ayrburn. Rezoning has been approved to enable 7 prestigious residential lots.
2. It launched sales at Northbrook Wanaka and Northbrook Arrowtown during the year, adding to Northbrook Wynyard Quarter that launched at the end of FY23.
3. At Northlake Wanaka, the plan change for Stage 18 was approved, increasing the yield of this stage by 24 lots from previous assumptions, providing a total yield of 125 lots.

The meeting report is available at this link.

Disclaimer

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Good disclosure.

Director Share Ownership:  Directors are encouraged but not compelled to own shares.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The Nomination and Remuneration Committee is responsible for implementing the policy.

Incentives: The company has a long-term incentive scheme (LTI) for executives, but the Chair/CEO and Director of Retirement have not received any benefit for FY25 – although the remuneration policy states that the company considers the operation of STI/LTI incentive schemes. It is therefore unclear as to whether the CEO is entitled to receive any incentives.

If the CEO is entitled to incentives, then NZSA expects greater disclosure highlighting the measures (or measure groups), weightings and level of achievement versus targets.

We note that one Executive Director has received long dated (10 year) options, as part of their executive role.

Despite the potential simplicity of Winton’s CEO Remuneration structure, we encourage the company to consider adoption of the new NZX Remuneration Reporting Template – this offers a coherent disclosure of all matters remuneration for shareholders, in a practical format for issuers.

The company does not disclose the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered. The Chair/CEO is the majority shareholder so it unlikely this applies – however, we still expect explicit disclosure.

Director Independence: the Board comprises a minority of independent Directors, with three independent and four Non-Independent including the Chair. The NZX Corporate Governance Code recommends the Board comprises an independent Chair and a majority of independent Directors to protect minority shareholders, a position supported by NZSA.

NZSA contends that as Directors are bound to act in the best interests of the company, the appointment of independent Directors that are unfettered by shareholding relationships creates no loss for major shareholders.

Board Composition

Multiple roles: In addition to being the company’s major shareholder, the Chair (Chris Meehan) is also the CEO and is a non-independent Director. This is not a position supported by either NZSA or the NZX Corporate Governance Code. The Code states “Good governance demands an appropriate separation between those charged with managing a listed entity and those responsible for overseeing its managers.” 

An alternative view was put forward by the company in discussion with NZSA in late 2022, in the belief that the company’s best interest is being served by the alignment created by the company’s majority shareholder, Chair and CEO being the same individual. Winton stressed to NZSA during 2024 that Chris Meehan adds significant value to Winton through fulfilling these various roles. NZSA agrees that Meehan creates value for Winton, but this structure should also be considered as a risk factor for minority investors.

Meehan is also a member of the Nominations and Remuneration Committee, and we note the Annual Report “he declares conflicts of interest and stands down from decisions relating to his own performance and remuneration.” 

Despite this, NZSA does not support the CEO / MD being on a Remuneration Committee, as we believe other conflicts of interest is difficult to avoid. Given Mr. Meehan’s majority ownership of Winton, we are also cautious as to his potential extent to influence board nominations, particularly for independent Directors. At the very least, we would expect him to be a non-voting member of the Nominations Committee.

Skills and Value: Winton discloses a ‘collective’ skills matrix as part of its Annual Report; however, this does not allow shareholders to determine the different skills offered by individual directors and how they contribute to the governance of the company.

Winton’s board includes one female member (14%) in terms of a representation benchmark but also represents a strong blend of diverse experiences and thought diversity.

We note that Julian Cook is an Executive Director, with a role in Winton as its Retirement Director. He is also the Chair of NZX-listed Sky City Entertainment Group and a member of the WEL Networks Board. NZSA does not generally support full-time executives having more than one major directorship due to workload commitments and would therefore prefer a more substantive disclosure as to Julian Cook’s level of workload at Winton in relation to his other directorships. The company has noted that Julian’s role at Winton is not full-time.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Director appointments range from 2017 to 2025.

ASM Format: Winton Land Limited is holding a virtual meeting. NZSA prefers a hybrid meeting (i.e., physical, and virtual) as a way of promoting shareholder engagement while maximising participation. 70% of NZX companies hold hybrid meetings, maximising attendance while offering the opportunity for shareholders to engage face-to-face with Directors and senior management.

Despite NZSA’s position, we note that Winton adopted a hybrid meeting in 2023, and had no shareholder attend. The company welcomes shareholders to engage outside the ASM format, and can be contacted via this link.

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance and decision-making activities. We also look for evidence that Boards are across their risk management responsibilities. 

The Board Charter and Annual Report states that Directors are entitled to seek independent external advice at Winton’s expense, with the prior approval of the Chair. Board members are also able to access internal staff as required. The Audit Committee oversee the internal audit plan, although it is unclear as to the extent to which internal assurance staff have unfettered access to the Board.

Winton offers comprehensive disclosure of the key strategic, business, climate operational and financial risks that impact the business, as well as mitigations. There is also thorough disclosure of its risk management and governance processes. 

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. Whilst the FY24 Annual Report disclosed the appointment date of the Audit firm EY in October 2022, (replacing KPMG) we note this date was not disclosed in the FY25 Annual Report. We encourage the company to disclose appointment date in each Annual Report as a matter of consistency.

Environmental Sustainability

Overall approach: 2025 is Winton’s second year of climate-related disclosures. NZSA previously noted a gap between breadth and depth; this year, the company has tightened its non-financial reporting, added clearer transition-planning content, and improved data quality and external assurance. Winton has used the available adoption provisions under the climate-reporting regime (e.g., anticipated financial impacts and partial Scope 3 coverage). NZSA sees that as a reasonable capability-building step.

Beyond climate, Winton demonstrates credible progress in wider environmental practices, particularly given its land-based model, where topics such as soil and water management remain relevant alongside climate. Construction-site waste is now consistently measured with diversion trending around a third, and there’s visible investment in native planting, wetland restoration and species work tied to projects. That said, reported biodiversity outcomes are still mostly input-based, and external assurance remains focused on GHG rather than the broader environmental narrative.

Sustainability Governance: Winton discloses Board-level oversight of climate and provides a director skills matrix that includes Sustainability. Governance is supported by a Sustainability Manager and a cross-functional Sustainability Working Group reporting into senior management, with the Audit & Financial Risk Committee overseeing assurance of the GHG inventory. Climate metrics are not yet linked to executive remuneration.

Strategy and Impact: As a developer of master-planned communities (and with retirement and commercial exposure), Winton’s main climate exposure lies during development and early operation. Adaptation and mitigation measures are integrated at the project level. Winton is taking a forward-looking approach to climate risks, reinforcing buildings above flood levels, adding more weather stations, preparing sites for severe storms, and carefully assessing new assets to ensure long-term resilience.

Risk and Opportunity: Winton situates climate within its enterprise Risk Management Framework and identifies both physical (e.g., storm/flood, heat/drought) and transition pressures (e.g., changing standards, insurance and compliance costs). The disclosures outline how these risks are identified, assessed and managed.

Metrics and Targets: Winton reports Scope 1 and 2 emissions, and discloses major Scope 3 categories it currently measures, with multi-year comparatives. However, the company has not reported its carbon performance against its targets; it only stated that it is working towards the short-term goals outlined in the FY24 Climate Statement, with Board-approved metrics to be reviewed annually.

Assurance: The company has obtained reasonable assurance over Scope 1–2 and limited assurance over Scope 3 for FY2025 from Deloitte. Assurance remains concentrated on the GHG inventory rather than the broader narrative. Extending assurance beyond emissions remains a potential area for future improvement.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  There is an explicit statement in the Annual Report that political donations are not made.

Financial & Performance

Winton’s share price rose from $1.77 to $2.37 (as of 16^th September 2025) over the last 12 months – a 34% increase. This compares favourably with the NZX 50 which rose 4% in the same period. The capitalisation of WIN is $703m placing it 42^nd out of 115 companies on the NZX by size and makes it a large company.

¹ per share figures based off actual shares at balance date (not weighted average)

Winton as most property developers had another tough year in FY25, but markets are forward looking, and Winton’s market behaviour illustrates this remarkably well. Most financial metrics we follow declined, yet the share price, capitalisation, and P/E ratios rose substantially.

Operating revenue was down 10% to $155.4m, and cost of sales were down 7% to $95.9m, giving a lower gross profit of $59.5m (-15%)  with an associated drop in gross profit margin to 38%. Operating EBITDA came in at $21.3m and NPAT was $10.3m, a fall of 34% on last year.

This provided EPS of $0.035 and places WIN on a very high P/E of 68. As revenues may be lumpy due to the nature of their business, NPAT and P/E are possibly not the right metrics to value this company and other metrics need to be considered.

NTA per share rose slight to $1.79, helped by a positive fair value gain on Investment property. WIN trade at a 33% premium to NTA.

No dividend was paid in FY25 after the company decided to pause the payment of dividends to focus on its growth plans.

Whilst the debt-equity ratio remains low at 0.33, WIN took on additional debt during the year and total interest-bearing debt stands at $99.4m with additional residents’ loans (note 8) on the books totalling $13.0m. The company has large cash balances.

A results presentation was released in conjunction with their annual results, and in some ‘pondering’ outlook statements (page 25), the company say they remain cautious but optimistic moving into 2026.

Korama Limited, wholly owned by Christopher Meehan, is the largest holder with a controlling 55.06% stake. The top 20 shareholders hold a combined 97.17% of all shares. Consequently, shares are extremely tightly held, providing limited liquidity and thus increased risks for small shareholders.

Resolutions

Josh Phillips was appointed to the Board 8 May 2025 and is therefore required to offer himself for election. He is an alternate for James Kemp. 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.

We will vote undirected proxies IN FAVOUR of this resolution.

Chris Meehan was appointed to the Board 19 June 2017. He is the co-founder and CEO of the company. He has 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.

We will vote undirected proxies IN FAVOUR of this resolution.

Michaela Meehan was appointed to the Board 19 June 2017. She is a co-founder of Winton. She more than 20 years of corporate, property and treasury knowledge. Michaela’s experience includes a senior role in the Danish brewer Carlsberg, in Copenhagen. 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.

We will vote undirected proxies IN FAVOUR of this resolution.

Julian Cook was appointed to the Board 13 September 2021. He has more than 20 years of investment banking and leadership experience, including his role as CEO of Summerset Group until 2021. He is currently Chair of SkyCity Entertainment Group and a Director of WEL Networks Limited and the Australian retirement business, Levande. Julian also has an executive role of Director of Retirement for Northbrook.

We will vote undirected proxies IN FAVOUR of this resolution.

Glen Tupuhi was appointed to the Board 24 September 2021. He 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

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

                            We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://vote.cm.mpms.mufg.com/WIN/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 11.00am Monday 20 October 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA