Ryman Healthcare Limited Notice of Meeting 2020

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Dear Shareholder,
We warmly invite you to join us for the Annual Meeting of Shareholders of Ryman Healthcare Limited

(Ryman or the company):
Where: The Piano – 156 Armagh Street, Christchurch – and online.
When: Thursday 13 August 2020 at 10 am.
You are welcome to join us after the meeting for refreshments.
Important dates
Latest time for receipt of proxy forms: 10am on 11 August 2020.
Time for determining voting entitlements at the annual meeting: close of business on 11 August 2020.
All times are given in New Zealand time.
Hybrid meeting
Shareholders have the choice to attend and participate in the Annual Meeting in person at
The Piano or virtually via an online platform provided by our share registrar, Link Market Services
at virtualmeeting.co.nz/rym20.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will

be able to vote and ask questions during the Annual Meeting.
More information regarding virtual attendance at the Annual Meeting (including how to vote and ask
questions virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide

available at bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Keeping our residents, team members and shareholders safe
The safety of our residents, team members and shareholders is our number one priority.
All attendees at the annual meeting will be required to sign a health declaration before entering the meeting
and it is critically important that if anyone is feeling unwell, even slightly, that they do not attend.
Hand sanitiser will be provided, and face masks will be made available for anyone who wishes to wear them.
Should the current COVID-19 threat level increase from its current level – level 1 – and the government
restrictions change from those currently in place, we will move to a fully online meeting. We will notify
shareholders via email and a notice on the NZX if this becomes relevant.
Notice of Annual Meeting
RYMAN HEALTHCARE 2020

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Agenda
1. Chairman and Chief Executive’s address.
Ordinary Business
2. Director election and re-election:
2.1 That Ms Paula Jeffs, who retires having been appointed by the board, is elected as
a director of Ryman.
2.2 That Ms Claire Higgins, who retires, is re-elected as a director of Ryman.
3. That the Ryman board is authorised to fix the auditor’s remuneration for the ensuing year.
4. To approve an increase in the maximum directors’ fees payable to $1,400,000 per annum, such
amount to be divided amongst the directors in such proportion and such manner as the directors
from time to time determine (see details of increase in explanatory notes overleaf). Note: there is
no intention to increase the directors’ fees during the current 2021 financial 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 11 August 2020.
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 11
August 2020 is entitled to attend the meeting and vote on the resolutions either in person or by proxy.
The resolutions required for agenda items 2, 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, 10 July 2020
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2020

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Explanatory Notes
Ordinary Resolutions 2.1 and 2.2
Paula Jeffs
Ryman’s constitution and NZX 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 Paula Jeffs retires in accordance with this requirement and offers herself

for election.
The board unanimously supports the election of Paula.
Paula is a Melbourne-based human resources executive with experience across
healthcare, finance and government sectors and deep expertise in workforce planning,
organisational capability and executive coaching. In the early stages of her working life,
Paula spent several years as a carer in the aged and disability sector.
Claire Higgins
Under NZX 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 Claire Higgins retires in accordance with these requirements and, being

eligible, offers herself for re-election.
The board unanimously supports the re-election of Claire.
Based in Victoria, Claire is a director and consultant with board experience in Australia
and New Zealand. She joined Ryman’s board in 2014 and is chair of REI Superannuation
Pty Ltd, and holds director positions in the property, health, and philanthropic sectors.
Claire had a long executive career at BHP and OneSteel Limited before becoming a
professional director.
Board committees: Audit and Financial Risk (Chair), Health and Safety (Chair),
Development and Construction.
Ordinary Resolution 3
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.
Ordinary Resolution 4
The resolution seeks shareholder approval to increase the maximum aggregate amount of director
remuneration (“fee pool”) that may be paid each year to the directors of Ryman for their services.
Shareholders approved a fee pool of $985,000 per annum at the 2018 annual meeting based on 7 directors.
In November 2019 an additional director was appointed to the board. At the time of the appointment the
board resolved to increase the fee pool by $125,000 as permitted by NZX Listing Rule 2.11.3, resulting in an
effective fee pool of $1,110,000 per annum.
The board seeks approval to increase the fee pool to $1,400,000 per annum based on 8 directors.
This increase reflects growth in the business and the increase in complexity that comes with ongoing
expansion in multiple markets at an increasing scale year on year.
Following the success of Ryman’s first two villages in Victoria, the pace of growth in Australia is increasing.
Development is underway at four more villages and the Victorian land bank has a further five sites to develop.
Ryman’s 36 villages are home to more than 11,600 people, in two countries, and there are another 19 villages
across New Zealand and Australia in the pipeline.

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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2020
rymanhealthcare.co.nz
rymanhealthcare.com.au
The workload for the directors continues to increase as the company expands and the development activity
intensifies. The input each director provides requires a greater time commitment and demands a more
specialised skillset, including on board committees which consider highly complex and technical areas.

The number of board committees now totals five.
In making this recommendation, the Board has considered a report commissioned from EY. The purpose of
this report was to benchmark the fees paid to the directors against a peer group of NZX-listed and ASX-listed
companies selected on the basis of comparable market capitalisation.
There is no intention to increase the directors’ fees during the current 2021 financial year.
A summary of the existing Ryman full-year directors’ fees per annum are detailed in the table below.
In accordance with NZX Listing Rule 6.3.1, no non-executive director or their associated persons (as defined
under the NZX Listing Rules) may vote on this resolution, unless casting votes under an express proxy of a
person who is not disqualified from voting.
Venue details
The Piano: Centre for Music and the Arts is a world class facility for music and the arts in Canterbury,
New Zealand. The facility promotes and empowers participation in the arts by providing fit-for-purpose
facilities for performances, tuition, creativity, collaboration and connection.
Address: The Piano, 156 Armagh Street,
Christchurch 8140
Phone: +64 3 377 5000
Email: info@thepiano.nz
Web: thepiano.nz
Transport
Bus: The Piano is a 12-minute walk from
the Christchurch bus interchange.
Bike: There are bike racks right outside
the venue.
Drive: On-street metered parking is
available in the streets surrounding
the venue and there are also off-
street carparks available within an
easy walk. The Christchurch City
Council carparking map will help
you find nearby carparks.
ccc.govt.nz/transport/parking /
carpark/
Existing
Board chair$222,000
Sub-committee chair$128,500
Non-executive director$110,500
6/26/2020The Piano: Centre for Music and the Arts - Google Maps
https://www.google.co.nz/maps/place/The+Piano:+Centre+for+Music+and+the+Arts/@-43.5291463,172.6374858,17z/data=!4m5!3m4!1s0x6d318a1e5a94032f:0x344aed2f13279ca8!8m2!3d-43.5289038!4d172.6379
...
1/7
Map data ©2020 MapData Sciences Pty Ltd, PSMA, Google100 m
The Piano: Centre for Music and the Arts

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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 2020 ANNUAL MEETING
The 2020 Annual Meeting of Shareholders of Ryman Healthcare Limited (“Ryman”) will be held on Thursday 13
August 2020 at 10.00am (NZ time) at The Piano, 156 Armagh Street, Christchurch. Shareholders are also able to
attend the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/rym20.

AP
POINTMENT 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 (NZ
time), Tuesday 11 August 2020.
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.
V
OTING 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.
S A M P L E

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

The Piano, 156 Armagh Street, Christchurch on Thursday 13 August 2020 at 10.00am (NZ time),
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
ORDINARY BUSINESS
For Against Proxy Abstain
Discretion

2.1 That Ms Paula Jeffs, who retires having been appointed
by the board, is elected as a director of Ryman.

2.2 That Ms Claire Higgins, who retires, is re-elected as a
director of Ryman.

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

4. To approve an increase in the maximum directors’ fees
payable to
$1,400,000 per annum, such amount to be
divided amongst the directors in such proportion and
such manner as the directors from time to time
determine.

Note:
There is no intention to increase the directors’
fees during the 2021 financial year.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you
cannot attend the Annual Meeting but would like to ask a question you can submit a question online by going to
https://investor.linkmarketservices.co.nz/voting/RYM
and completing the online validation process OR complete the
question section below and return to Link Market Services in the reply paid envelope enclosed. Questions will need to
be submitted by Tuesday 11 August 2020. The Board will address and answer questions at the Annual Meeting.


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

Shareholder 1 Shareholder 2 Shareholder 3




Contact Name ________________________ Daytime Telephone ______________________ Date ______________


Electronic Investor Communication:
If you received the Notice of Meeting & Proxy by mail and you wish to receive your future communications by

email please provide your email address below:


Question:
S A M P L E