Ryman Healthcare Limited Notice of Meeting 2021

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Dear Shareholder,
We warmly invite you to join us for the Annual Meeting of Shareholders of Ryman Healthcare Limited (Ryman).
Where: Lambton Room, InterContinental Hotel, 2 Grey Street, Wellington - and online.
When: Thursday 29 July 2021 at 10am.
You are welcome to join us after the meeting for refreshments.
Important dates
Latest time for receipt of postal votes and proxy forms: 10am on 27 July 2021.
Time for determining voting entitlements at the annual meeting: close of business on 27 July 2021.
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
InterContinental Hotel or virtually via an online platform provided by our share registrar,
Link Market Services at www.virtualmeeting.co.nz/rym21.
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 https://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.
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.
Notice of Annual Meeting
RYMAN HEALTHCARE 2021

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Agenda
1. Chairman and Group Chief Executive’s address.
Ordinary Business
2. Director election and re-election:
2.1 That Mr Gregory Campbell, who retires having been appointed by the board, is elected
as a director of Ryman.
2.2 That Mr Geoffrey Cumming, who retires, is re-elected as a director of Ryman.
2.3 That Mr Warren Bell, who retires, is re-elected as a director of Ryman.
2.4 That Ms Jo Appleyard, 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 $1,500,000 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).
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 27 July 2021.
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
27 July 2021 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, 18 June 2021
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2021

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Explanatory Notes
Ordinary Resolution 2.1
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 Gregory Campbell retires in accordance with this requirement and offers himself for election.
The board unanimously supports the election of Greg.
Gregory Campbell
Greg joined the board in March 2021. He is an experienced chief executive and board director with more
than 25 years’ experience in leading large organisations across Australasia. Greg has strong governance and
commercial skills and a deep operational understanding of business. Greg was previously the Chief Executive
of Ravensdown Limited, Ngāi Tahu Holdings Limited, Waste Management NZ and Cleanaway Australia.

Greg is currently a director of Christchurch City Holdings Limited and Transdiesel Limited.
Board committees: Audit and Financial Risk, People and Safety, and Development and Construction.
Ordinary Resolutions 2.2, 2.3 and 2.4
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.
Directors Geoffrey Cumming, Warren Bell and Jo Appleyard retire in accordance with these requirements

and, being eligible, offers themselves for re-election.
The board unanimously supports the re-election of Geoff, Warren and Jo.
Geoffrey Cumming
Geoff re-joined the board in June 2018, having previously served as a director during 1999 to 2000, being
before and after the IPO. He is a Melbourne-based New Zealand citizen who is an economist, investor, and
philanthropist. He has more than 30 years’ experience as a chief executive and as a company director, having
served on more than 25 corporate boards in a wide range of countries and industries. In recent years, Geoff
was inducted in the Business Hall of Fame in Alberta, Canada and received an honourary LLD from the
University of Calgary in Canada.
Board committees: Audit and Financial Risk, People and Safety, and Governance, Remuneration and
Nomination (chair).
Warren Bell
Warren joined the board in 2011 and is deputy chair. He is an experienced public and private company director
and was previously an audit partner. He is currently chair of Hallenstein Glasson and St George’s Hospital,

and is a director of several private companies.
Board committees: Audit and Financial Risk, and Development and Construction.
Jo Appleyard
Jo is a partner at Chapman Tripp. She is a skilled advocate and litigator specialising in commercial,
employment, and resource management law. Jo was a member of the NZ Markets Disciplinary Tribunal
between 2011 and 2020.
Board committees: People and Safety, Clinical Governance, and 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.

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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2021
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. This has been
allocated to individual directors at a rate of $222,000 for the chair, $128,500 for sub-committee chairs and $110,500 for other
directors.
In November 2019 and March 2021, two additional directors were appointed to the board. At the time of each these
appointments the board resolved to increase the fee pool as permitted by NZX Listing Rule 2.11.3, resulting in an effective fee
pool of $1,235,000 per annum. Individual director fees remained unchanged.
Earlier in 2021, the board engaged Ernst and Young LLP (EY) 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 and annual revenue. EY’s
report is available on the company’s website https://www.rymanhealthcare.co.nz/about-us/investors/governance/EY-director-
fees-report.pdf. The report recommended a fee pool of $1,500,000 per annum based on 9 directors.
After reviewing the report in detail, the board seeks approval to increase the fee pool by $265,000 to $1,500,000 per annum
for 9 directors.
The actual amount paid is likely to be a slightly lower as there is an allowance for, among other factors, some movement
in the Australian dollar forex rate.
The last fee increase for individual directors was three years ago.
Within that fee pool allowance, there would be a number of changes to the structure of the compensation to ensure it is more
properly aligned with the interests of shareholders.
It is proposed that the fee for the chair be $263,000 (as per the EY report) and the remaining directors would earn a board
fee of $110,000 per annum. In addition, committee chairs would receive a stipend of $20,000 per annum and each member
of a committee $10,000 per annum. The committee chair and committee member fees would total $290,000. As Australian
directors are paid in AUD, we estimate the forex adjustment to be $30,000.
If resolution 4 is passed, the board intends to adopt a Fixed Trading Plan for directors, under which directors will allocate
35% of the amount of their total director’s fees to acquire shares in Ryman through on-market purchases during a fixed term by
way of an automatic process. Ryman will announce further details of a Fixed Trading Plan once the terms of a plan are finalised.
Consequently, the resolution seeks an increase of the aggregate fee pool to $1,500,000 which the board considers is sufficient
to account for movements in foreign exchange. This amount is consistent with the EY report.
The enterprise value of Ryman is approximately $9 billion, and the board believes a total payment to the nine directors of an
aggregate amount of up to $1.5 million is appropriate.
This increase proposed reflects the significant increase in the growth in the business and the increase in complexity that comes
with ongoing expansion in multiple markets. Not only are there different country markets but the company operates effectively
in three different and quite distinct industries: real estate development, construction and aged-care operations. Each of these
businesses is large and complex and each is quite different from the others. Following the achievement of our long-held goal of
opening five villages in Victoria by 2020, the pace of growth in Australia continues to increase. Ryman’s 42 villages are home to
more than 12,500 people, in two countries, and there are another 12 villages across New Zealand and Australia in the pipeline.
The workload for, and responsibilities of, the directors continue to increase appreciably 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 considerable time and travel on and for board committees, which consider highly complex and
technical areas.
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.
Directors Fees FY 21 and FY22 (proposed)
FY21FY22 (proposed)
Chair$222,000$263,000
Director$110,500$110,000
Committee Chair$18,000$20,000
Committee Membernil$10,000
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.com
Deliver in person
Link Market Services Limited,
Level 30, PwC Tower,
15 Custom Street West
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 2021 ANNUAL MEETING
The 2021 Annual Meeting of Shareholders of Ryman Healthcare Limited (“Ryman”) will be held on Thursday 29 July 2021 at 10am
(NZ time) at the Lambton Room, InterContinental Hotel, 2 Grey Street, Wellington. Shareholders are also able to attend the
Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at http://www.virtualmeeting.co.nz/rym21.

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
10am (NZ time), Tuesday 27 July 2021.
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.
Voting Restrictions
In accordance with NZX Listing Rule 6.3.1, any non-executive
Director, or their associated persons, may not exercise any
discretionary proxy votes on Resolution 4.
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 o
nline 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 Lambton
Room, InterContinental Hotel, 2 Grey Street, Wellington and online on Thursday 29 July 2021 at 10am (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 Mr Gregory Campbell, who retires having been
Appointed by the board, is elected as a director of Ryman.

2.2 That Mr Geoffrey Cumming, who retires, is re-elected as a
director of Ryman.

2.3 That Mr Warren Bell, who retires, is re-elected as a
director of Ryman.

2.4 That Ms Jo Appleyard, 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 $1,500,000 per annum, such amount to be
divided amongst the directors in such proportion and such
manner as the directors from time to time determine.


STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting physically or online, 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 27 July 2021. 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