Ryman Healthcare Limited Notice of Meeting 2019

Notice of
Annual Meeting
RYMAN HEALTHCARE 2019

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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2019
Notice of Annual Meeting
Dear Shareholder,
We warmly invite you to join us for the Annual Meeting of Shareholders of Ryman Healthcare Limited (Ryman):
Where: Evelyn Page Retirement Village, 30 Ambassador Glade, Orewa, Auckland.
When: Thursday 25 July 2019 at 10 am.
You are welcome to join us after the meeting for refreshments and to enjoy a tour of the village.
Agenda
1. Chairman and Chief Executive’s address.
Special Business
2. To amend Ryman’s constitution in the manner described in the explanatory notes, with effect from the
close of the Annual Meeting. See the explanatory notes.
Ordinary Business
3. Director election and re-election:
3.1 That Mr Anthony Leighs, who retires having been appointed by the board, is elected as a director
of Ryman.
3.2 That Mr George Savvides, who retires, is re-elected as a director of Ryman.
3.3 That Dr David Kerr, who retires, is re-elected as a director of Ryman.
4. That the Ryman board is authorised to fix the auditor’s remuneration for the ensuing year.
Notes
1. Proxies:

A shareholder entitled to vote at the meeting but who cannot attend is entitled to appoint a proxy to
attend the meeting and vote on their behalf. A proxy need not be a shareholder in the company.
To be valid, a completed proxy form (and any certificate of appointment of a corporate representative or
power of attorney - refer to the notes on the proxy form) must be deposited at the company’s registry,
Link Market Services, no later than 10 am (New Zealand time) on 23 July 2019.
A proxy notice may be deposited by delivering it to the company’s registry as per the instructions
on the reverse of the proxy, which includes online voting this year.
2. Eligibility to Vote:
Any Shareholder whose name was recorded in the company’s share register at close of business on
23 July 2019 is entitled to attend the meeting and vote on the resolutions either in person or by proxy.
The resolution for agenda item 2 is a special resolution, which must be passed by 75% of the votes of
those shareholders entitled to vote and voting on the resolutions.

The resolutions required for agenda items 3.1, 3.2, 3.3 and 4 are ordinary resolutions, which must be passed
by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions.
By order of the board
David Bennett
Company Secretary
Christchurch, 21 June 2019

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Explanatory Notes
Special Resolution 2
The NZX Listing Rules have been amended by NZX following their review in 2018. The new NZX
Listing Rules came into effect on 1 January 2019, subject to a six-month transitional period. They
apply to Ryman from 1 July 2019.
A class waiver was also issued by NZX, providing that issuers may defer updating their constitution
to comply with the new NZX Listing Rules, provided they do so at their next Annual Meeting (or
Special Meeting called by the Board) following transition to the new NZX Listing Rules.
Ryman therefore seeks shareholder approval to amend Ryman’s constitution in order to comply with
the new NZX Listing Rules.
A copy of Ryman’s existing constitution and a marked-up copy tracking all proposed changes to the
existing constitution may be viewed on Ryman’s website at www.rymanhealthcare.co.nz/about-us/
investors/governance. The new NZX Listing Rules may be viewed on the NZX website: www.nzx.com.
The proposed changes to the constitution are to reflect the new NZX Listing Rules and to make
minor procedural changes. The key proposed amendments, all of which reflect changes in the new
NZX Listing Rules, are as follows.
(i) Board composition: Providing that the Ryman board will satisfy the composition requirements
of the NZX Listing Rules.
(ii) Director rotation: Requiring Ryman directors to retire by rotation in the manner required by the
NZX Listing Rules.
(iii) Minimum holdings: Allowing share parcels of less than the minimum holding to be sold on
market, rather than through NZX or in some other manner approved by NZX.
(iv) Voting by poll: Requiring all votes at shareholder meetings to be carried out by poll. Ryman has
already adopted this practice.
(v) Proxies: Including more prescriptive requirements relating to proxy forms.
The proposed amendments to Ryman’s constitution do not impose or remove a restriction on
Ryman’s activities, and accordingly no rights arise under section 110 of the Companies Act 1993.
In accordance with the NZX Listing Rules, if there is any provision in Ryman’s constitution that is
inconsistent with the NZX Listing Rules, the NZX Listing Rules will prevail.
The board unanimously recommends that shareholders vote in favour of the amendments to
Ryman’s constitution.
Ordinary Resolutions 3.1 to 3.3
Ryman’s constitution and new NZX Main Board Listing Rule 2.7.1 require that any director appointed
by the board must retire from office at the next annual meeting but is eligible to seek election.
Director Anthony Leighs retires in accordance with this requirement and offers himself for election.
The board unanimously supports the election of Anthony.
Anthony Leighs
Anthony is managing director of Leighs Construction, which he founded in 1995
and built into one of New Zealand’s leading commercial construction contractors.
He is a former chairman of the New Zealand Registered Master Builders’
Association. Anthony joined the Ryman board in 2018.
Board committees: Development and Construction (chair).

RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2019
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Under new NZX Main Board Listing Rule 2.7.1 a director must not hold office past the later of
three years and the third annual meeting after their appointment without being re-elected by
shareholders.
Director George Savvides and Director Dr David Kerr retire in accordance with these requirements
and, being eligible, offer themselves for re-election.
The board unanimously supports the re-election of George and David.
George Savvides
George lives in Melbourne and has 20 years’ experience in Australia’s healthcare
industry. After 14 years as managing director of Medibank, Australia’s largest
health insurer, he retired in 2016. George joined Ryman’s board in 2013 and is
chair of NextScience Limited, deputy chair of Special Broadcasting Service, and
a director of IAG. He is also a Fellow of the Australian Institute of Directors.
Board committees: Clinical Governance (chair), Audit and Risk, and Governance,
Remuneration and Nominations.
Dr David Kerr
David joined Ryman’s board in 1994 and has held the role of chair since 1999.
A general practitioner, David is a fellow and past president of the New Zealand
Medical Association. He was awarded a Fellowship with Distinction by the Royal
New Zealand College of General Practitioners. He is chair of EcoCentral and
Centercare Limited and a director of Forté Health, Third Age Health Services,
and Ngāi Tahu Property.
Board committees: Governance, Remuneration and Nominations, Clinical
Governance, Audit and Risk, and Health and Safety.
Ordinary Resolution 4
Deloitte is automatically reappointed as the auditor of Ryman under section 207T of the Companies
Act 1993. Pursuant to section 207S of the Companies Act 1993, this resolution authorises the board
to fix the auditor’s remuneration.
rymanhealthcare.co.nz
rymanhealthcare.com.au

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LODGE YOUR PROXY
Online
https://investorcentre.linkmarketservices.co.nz/voting/RYM
Scan& Email

meetings@linkmarketservices.co.nz

Fax

+64 9 375 5990
Deliver in person
Link Market Services Limited,

Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
Mail
Link Market Services Limited

PO Box 91976
Auckland 1142

New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND
VOTE ONLINE


PROXY FORM FOR THE 2019 ANNUAL MEETING
Annual Meeting of Shareholders of Ryman Healthcare Limited (“Ryman”) will be held on Thursday 25 July 2019 at
10.00am at Evelyn Page Retirement Village, 30 Ambassador Glade, Orewa, Auckland.

APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at

the
meeting may appoint a proxy (or representative in

the
case of a corporate shareholder) to attend and

vote in
their place. A proxy need not be a

shareholder of Ryman.
For this Proxy to be valid, you must produce it to

the
company by either appointing your proxy online,

delivering, posting, faxing or emailing it, to be

received
by Link Market Services no later than

10.00am, Tuesday
23 July 2019.
If you return this form without directing the proxy how
to

vote on any particular matter, the proxy may vote as
he/

she thinks fit or abstain from voting, unless
specifically restricted from voting. If you return this form

without appointing a proxy, but have indicated on this
form how you wish to vote, the Chairman of the Meeting
will vote in accordance with your express instructions.
Appointing the Chairman of the meeting or a director

as your proxy
The Chairman of the meeting or any other director is

willing to act as proxy for any shareholders who appoints

him or her for that purpose. In making such an

appointment you acknowledge that they may exercise

your vote even if they have an interest in the outcome of

that resolution.

VOTING OF YOUR HOLDING
Vote by making the appropriate election, either online or
on

this form, in respect of each item of business. If you
make

more than one election in respect of a resolution
your

vote will be invalid for that resolution.ATTENDING
THE MEETING
If you propose to attend the Annual Meeting please

bring
this Proxy Form intact to the meeting, the barcode is

required for registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or his/

her/its attorney duly authorised in writing.
Joint holding
This Proxy Form may be signed by either, or on behalf
of the joint shareholders (or their duly authorised
attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney,

a
copy of the power of attorney and a signed certificate of

non-revocation of the power of the attorney, under
which

it is signed, must be produced to Ryman Healthcare
Limited

with this proxy form.
Company
This Proxy Form must be signed by a director or a
duly

authorized officer acting under the express or implied

authority of the shareholder, or an attorney duly
authorised

by the shareholder.
VOTE ONLINE
To appoint a proxy online please go to
https://investorcentre.linkmarketservices.co.nz/voting/RYM.
Holders will require their CSN/Holder Number and
Authorisation Code (FIN)

to complete a proxy appointment
online.
Go online to https://investorcentre.linkmarketservices.co.nz/voting/RYM to vote or turn over to complete the
Proxy Form.

PROXY FORM


STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder of Ryman Healthcare Limited

Hereby appoint ____________________________________ of ________________________________________

or failing him/her ____________________________________ of ________________________________________

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Ryman Healthcare Limited to be held at


Evelyn Page Retirement Village, 30 Ambassador Glade, Orewa, Auckland on Thursday 25 July 2019 at 10.00am,

and
at any adjournment of that meeting. Please indicate with a tick in the appropriate boxes below how you wish

your
proxy to vote. If you wish, you may appoint as your proxy ‘The Chairman of the Meeting’ or any other director.


STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS


Tick () in box to vote
SPECIAL BUSINESS For Against Proxy Abstain
Discretion

2. To amend Ryman’s constitution in the manner described in
the explanatory notes, with effect from the close of the
Annual Meeting.

ORDINARY BUSINESS

3.1 That Mr Anthony Leighs, who retires having been appointed
by the board, is elected as a director of Ryman.

3.2 That Mr George Savvides, who retires, is re-elected as a
director of Ryman.

3.3 That Dr David Kerr, who retires, is re-elected as a
director of Ryman.

4. That the Ryman board is authorised to fix the auditor’s
remuneration for the ensuing year.




SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.

Security holder 1 Security holder 2 Security holder 3




Contact Name ________________________ Daytime Telephone ______________________ Date ______________



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