Capital Raise – Ryman moves to strengthen balance sheet

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

15 February 2023

NZX announcement

Ryman moves to strengthen balance sheet

Ryman Healthcare Limited (Ryman) is raising $902 million through a 1 for 2.81
accelerated pro rata entitlement offer of new ordinary shares (New Shares), with
trading of retail entitlements on the NZX (the Offer).

The purpose of the Offer is to reset Ryman’s capital structure, provide funds to
strengthen its balance sheet through the repayment of debt and better enable the
company to execute its growth framework.

With a history dating back almost 40 years, Ryman has a strong presence in New
Zealand and is the largest retirement village operator. In addition, Ryman now has a
growing presence in Victoria, Australia. Across both markets Ryman provides homes
for more than 13,000 residents across 45 high quality villages in high value suburbs.

Since the start of FY18, Ryman has invested over $3.9 billion in its portfolio, delivering
more than 2,699 independent living units and 1,018 new care beds for residents.
During this period Ryman also invested in new sites for its landbank, which provides a
platform for growth. Ryman currently has 15 villages under construction and 6,710
units in its current land bank.

This period of accelerated investment, where investing cash flows exceeded operating
cash flows, has resulted in elevated levels of debt. Resetting the capital structure with
new equity through this Offer will allow Ryman to pay down debt by fully repaying
Ryman’s USPP notes and reduce pro-forma gearing from 45.3%
1
to 33.9%
2
.

In addition, the Board has determined that no further dividend will be paid for FY23F.



1
As at September 2022
2
As at September 2022

CEO Richard Umbers said, “Our significant recent investment in our portfolio
underpins our potential for future growth but has resulted in higher debt than we are
comfortable with in current market conditions. The steps announced today will mean
we are well capitalised as we seek to meet increased demand for the Ryman way of
life, while also increasing cash flow generation and shareholder returns.”

“Ryman is now an established trans-Tasman business, with a compelling retirement
village living and aged-care proposition in both markets. With a recapitalised balance
sheet, a refreshed leadership team and a newly focused approach to development, we
believe we are well placed to take advantage of the opportunities in our business and
continue to deliver care that is ‘Good Enough for Mum or Dad’.”

Details of the Offer

Under the Offer, eligible shareholders are being invited to subscribe for New Shares,
at a discount to the closing share price before the Offer. Eligible holders of
entitlements to subscribe for New Shares can choose to take up their entitlements in
whole or in part or not at all.

Importantly, the Board has structured the Offer with a view to maximising fairness for
its shareholders, including through providing for eligible retail shareholders with the
ability to apply for additional New Shares if they take up their entitlements in full, and
also to sell their entitlements on the NZX Main Board.

The Offer is open to eligible shareholders in New Zealand, Australia and a limited
number of other jurisdictions. Information about the Offer, including on the eligibility
criteria and how to participate, is set out in the Offer Document.

Further information on the Offer is detailed below.

To be read in conjunction with the Offer Document and the Investor Presentation which is
available to Eligible Shareholders via our offer website: www.ryman.capitalraise.co.nz

Offer size
and
structure
• Underwritten 1 for 2.81 pro-rata accelerated entitlement offer
of with retail entitlements trading, expected to raise $902
million
• Approximately 180.5 million New Shares to be issued under
the Offer, representing approximately 35.6% of existing shares
on issue
Offer price
•

Offer price of $5.00 per New Share (Offer Price)
-

17.1% discount to the theoretical ex-rights price (TERP
3
)
of $6.03
-

21.9% discount to Ryman's closing price of $6.40 on the
NZX on Tuesday, 14 February 2023
Institutional
Entitlement
Offer
• Institutional Entitlement Offer opens today, Wednesday, 15
February 2023 and closes on Thursday, 16 February 2023
• Institutional entitlements not taken up and entitlements of
ineligible institutional shareholders will be sold in the
institutional shortfall bookbuild which opens on Thursday, 16
February 2023 and closes on Friday, 17 February 2023
Retail
Entitlement
Offer
• Eligible retail shareholders have a number of options under the
Retail Entitlement Offer, as follows:
-

Elect to subscribe for all or part of their pro rata
entitlements from 9:00am on the Retail Entitlement Offer
open date of Tuesday, 21 February 2023 and by 5:00pm on
the Retail Entitlement Offer close date of Monday, 6 March
2023

3
TERP is the theoretical price at which Ryman shares trade immediately after the ex date for the
Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Ryman shares
trade on the NZX immediately after the ex date for the Entitlement Offer will depend on many factors
and may not be equal to TERP. TERP is calculated by reference to the closing price of the Ryman share
price as traded on NZX on Tuesday, 14 February 2023 being the last trading day prior to the
announcement of the Offer.

-

For those who elect to subscribe for all of their
entitlements, apply to subscribe for additional New Shares
in the retail shortfall bookbuild
-

Sell or transfer all or some of their retail entitlements.
Retail entitlements will be traded on the NZX from
Monday, 20 February 2023 to Tuesday, 28 February 2023
-

Do nothing and let their retail entitlements be offered for
sale through the retail shortfall bookbuild process managed
by the Joint Lead Managers, with any proceeds in excess of
the Offer Price paid to the shareholder
Retail
Entitlements
trading
• Eligible retail shareholders who opt not to take up their rights
in full may sell some or all of their rights on the NZX between
Monday, 20 February 2023 to Tuesday, 28 February 2023
4

Additional
New Shares
•

Eligible retail shareholders who take up their Retail
Entitlements in full, may also apply for additional New Shares as
part of the application process. Any additional New Shares
applied for will be issued at the Retail Bookbuild Price,
assuming that it is not more than the Maximum Retail
Oversubscription Price
5
.
Ranking
• New Shares are the same class as, will rank equally with
existing ordinary shares from their time of issue
Record date
• 5:00pm Friday, 17 February 2023
Underwriting
•

Fully underwritten by Macquarie Securities (NZ) Limited and
UBS New Zealand Limited

Key dates related to the Offer are appended.


4
Entitlements purchased on the NZX may only be exercised by purchasers that meet eligibility
requirements. In particular, rights may not be exercised by purchasers that are in the United States or
who are acting for the account or benefit of persons in the United States (to the extent such persons
are acting for the account or benefit of persons in the United States). Potential purchasers of
Entitlements should familiarise themselves with the requirements for exercise, which are set out in the
Offer Document.
5
The closing price on the NZX Main Board for an Existing Share at the close of trading on the last
trading day prior to the Retail Bookbuild (expected to be Wednesday, 8 March 2023). However, if the
closing price is less than or equal to the Offer Price, the Maximum Retail Oversubscription Price will be
the Offer Price.

About Ryman:
Ryman Healthcare was founded in Christchurch in 1984 and owns and operates 45
retirement villages in New Zealand and Australia. Ryman villages are home to
approximately 13,700 residents, and the company employs 6,800 staff.

Contact:

Investor queries:

Hayden Strickett, Head of Investor Relations,
+64 27 303 1132 or hayden.strickett@rymanhealthcare.com


Media queries: Marsha Cadman, Chief Sales and Marketing Officer
+61 414 790 480 or marsha.cadman@rymanhealthcare.com

Appendix

Key dates
1


Event Date
General
Announcement of Offer Wednesday, 15 February 2023
Record date Friday, 17 February 2023
Institutional Entitlement Offer
Institutional Entitlement Offer opens Wednesday, 15 February 2023
Institutional Entitlement Offer closes Thursday, 16 February 2023
Institutional Entitlement Offer shortfall bookbuild
opens
Thursday, 16 February 2023
Institutional Entitlement Offer shortfall bookbuild
closes
Friday, 17 February 2023
Announce results of Institutional Entitlement Offer Monday, 20 February 2023
Settlement, allotment and normal trading of New
Shares issued under the Institutional Entitlement
Offer
Friday, 24 February 2023
Retail Entitlement Offer
Retail entitlements commence trading on the NZX
on deferred settlement basis
Monday, 20 February 2023
Retail Entitlement Offer opens and Retail
Entitlement Offer open communications
despatched
Tuesday, 21 February 2023
Retail entitlements commence trading on a normal
settlement basis
Friday, 24 February 2023
Close of retail entitlements trading on the NZX Tuesday, 28 February 2023
Retail Entitlement Offer closes (5:00pm NZDT) Monday, 6 March 2023

Event Date
Announce results of Retail Entitlement Offer Wednesday, 8 March 2023
Retail Entitlement Offer shortfall bookbuild opens Wednesday, 8 March 2023
Retail Entitlement Offer shortfall bookbuild closes Thursday, 9 March 2023
Announce results of Retail Entitlement Offer
shortfall bookbuild and trading halt lifted
Friday, 10 March 2023
Settlement, allotment and normal trading of New
Shares issued under the Retail Entitlement Offer
Tuesday, 14 March 2023
Dispatch of holding statements in respect of New
Shares issued under the Retail Entitlement Offer
Tuesday, 14 March 2023

1
These dates are subject to change and are indicative only. Ryman reserves the right to alter the
timetable, subject to applicable laws and the NZX Listing Rules. Ryman reserves the right to withdraw
the Offer at any time prior to the issue of the New Shares at its absolute discretion

Important Notice
The details in this announcement provide general information only. It is not intended as investment,
legal, tax or financial advice or recommendation to any person and must not be relied on as such. You
should obtain independent professional advice prior to making any decision relating to your investment
or financial needs.
No product disclosure statement or prospectus has been prepared in respect of the Offer. A
presentation titled "Capital structure and Entitlement offer investor presentation" providing further
important information in relation to Ryman and the Offer has been published by Ryman at the same
time as this announcement (the Investor Presentation). A copy of the Investor Presentation is available
at www.nzx.com under the ticker code "RYM". The Investor Presentation includes details of the
rationale for the Offer. It also provides a trading update and explains in more detail the expected
impact of the Offer, including a non-exhaustive summary of certain key risks associated with Ryman and
the Offer. You should read the Investor Presentation in full, as it contains important information to
assist you in making an investment decision in respect of the Offer. In particular, you should read and
consider Appendix 2 of the Investor Presentation ("Key Risks") before making an investment decision.
Ryman is subject to continuous disclosure obligations under the NZX Listing Rules which require it to
notify certain material information to NZX. Market releases by Ryman are available at www.nzx.com
under the ticker code "RYM". Ryman recommends that you read its market releases lodged with NZX.
All references to $ are to New Zealand dollars unless otherwise indicated.
This announcement contains certain forward-looking statements such as indications of, and guidance on,
future earnings and financial position and performance. Forward-looking statements can generally be
identified by use of words such as 'approximate', 'project', 'foresee', 'plan', 'target', 'seek', 'expect', 'aim',
'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will', 'objective', 'assume', 'guidance', 'outlook' or
similar expressions. This also includes statements regarding the timetable, conduct and outcome of the
Offer and the use of proceeds thereof, statements about the plans, targets, objectives and strategies of
Ryman and statements about the future performance of and outlook for, Ryman's business, including the
Company's development pipeline, the Company's guidance and outlook for FY24 and statements in
respect of the Company's outstanding debt. Any indications of, or guidance or outlook on, future
earnings or financial position or performance and future distributions are also forward-looking
statements. All such forward-looking statements involve known and unknown risks, significant
uncertainties, judgements, assumptions, contingencies, and other factors, many of which are outside the
control of Ryman, are difficult to predict, and which may cause the actual results or performance of
Ryman to be materially different from any future results or performance expressed or implied by such
forward-looking statements
This communication is not for distribution or release in the United States. This communication does
not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States.
The entitlements and the New Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United
States or to any person acting for the account or benefit of any person in the United States, except in
transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable
securities laws of any state or other jurisdiction of the United States.

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Capital structure and entitlement
offer investor presentation
RYMAN HEALTHCARE
15 February 2023
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important notice and disclaimer
This presentation has been prepared by Ryman Healthcare Limited (the Companyor Ryman) in relation to the 1 for 2.81 pro rata accelerated entitlement offer of new shares in the Company (New
Shares), with trading of the retail entitlements to subscribe for New Shares (Retail Entitlements) on the NZX Main Board (together with the bookbuild processes, the Offer).
The Offer is made to eligible shareholders in New Zealand pursuant to the exclusion in clause 19 of schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (the FMCA).
The Offer is made to eligible shareholders in Australia in reliance on the Australian Securities and Investments Commission (ASIC) Corporations (Foreign Rights Issues) Instrument 2015/356 or otherwise
to persons to whom the Offer can be made without a formal disclosure document under Chapter 6D of the Australian CorporationsAct 2001 (Cth) (Corporations Act).
Information
This presentation contains summary information about the Company and its activities that is current as of the date of this presentation. The information in this presentation is of a general nature and
does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating apossible investment in the Company or that would be required in a
product disclosure statement for the purposes of the FMCA or a prospectus or other disclosure document for the purposes of the Corporations Act or the laws of any other jurisdiction. The
Company is subject to disclosure obligations that requires it to notify certain material information to NZX Limited (NZX). This presentation should be read in conjunction with the Company's other
periodic and continuous disclosure announcements released to NZX, which are available at www.nzx.com. No information set out in this presentation will form the basis of any contract.
NZX
The New Shares will be quoted on the NZX Main Board following completion of the Offer. Application has been made for permission to quote the Retail Entitlements to subscribe for New Shares on
the NZX Main Board and all NZX requirements have been duly complied with. NZX accepts no responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX
Main Board is a licensed market under the FMCA.
Not financial product advice
This presentation does not constitute legal, financial, tax, accounting, financial product or investment advice or a recommendation to acquire the Company's securities (including the New Shares
or the Entitlements) or trade the Retail Entitlements, and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment
decision, prospective investors should consider the appropriateness of the information having regard to their own objectives,financial situation and needs and consult a financial advice provider,
solicitor, accountant or other professional adviser if necessary.
Investment risk
An investment in securities in the Company is subject to investment and other known and unknown risks, many of which are difficult to predict and are beyond the control of the Company. Neither
the Company nor any other person named in this presentation guarantees the performance of the Company or any return on any securities of the Company.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand or Australianlaw or any other law (and will not be filed with or approved by
any regulatory authority in New Zealand, Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or
sale in any jurisdiction. Any decision to purchase New Shares in the Offer must be made on the basis of all information providedin relation to the Offer, including information to be contained or
referred to in a separate offer document made available on NZX (Offer Document) and the Company's other periodic and continuous disclosure announcements released to NZX. Any eligible
shareholder who wishes to participate in the Offer should consider the Offer Document, in addition to the Company's other periodic and continuous disclosure announcements released to NZX, in
deciding to apply under the Offer. Anyone who wishes to apply for New Shares under the Offer will need to apply in accordancewith the instructions contained in the Offer Document and the
application form. Anyone who wishes to sell Retail Entitlements will need to follow the sale instructions referred to in the Offer Document. The distribution of this presentation outside New Zealand or
Australia may be restricted by law. Any recipient of this presentation who is outside New Zealand or Australia must seek advice on and observe any such restrictions. Refer to Appendix 3
"International offer jurisdictions" of this presentation for information on restrictions on eligibility criteria to participate in the Offer.
2

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important notice and disclaimer (cont.)
Restrictions on distribution
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any
other jurisdiction in which such an offer would be unlawful. The Entitlements and New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S.
Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the
account or benefit of any person in the United States, except in transactions exempt from, or not subject to, registration underthe U.S. Securities Act and applicable securities laws of any state or
other jurisdiction of the United States.
In particular, the entitlements to subscribe for New Shares (Entitlements) may not be purchased or otherwise acquired by persons that are in the United States or that are acting for the account or
benefit of persons in the United States (to the extent such persons are acting for the account or benefit of persons in the United States). In addition, the Entitlements may not be exercised by, and
the New Shares may not be offered or sold to, any person in the United States or any person acting for the account or benefitofany person in the United States, other than certain eligible
institutional shareholders and institutional investors as part of a concurrent U.S. private placement to be conducted separatelyby the Company. Outside the United States, the Entitlements may
only be exercised, and the New Shares may only be offered and sold, in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S.
Securities Act.
Disclaimer
To the maximum extent permitted by law, each of the Company, the joint lead managers and underwriters of the Offer (together,th e Joint Lead Managers and Underwriters) and their respective
related bodies corporate and affiliates including, in each case, their respective shareholders, directors, officers, employees, agents and advisers, as the case may be (each, a Specified Person)
disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for any direct or indirect loss, expense, damage, cost or other consequence (whether foreseeable or not)
suffered by any person as a result of their participation in the Offer or from the use of or reliance on the information contained in, or omitted from, this presentation, from refraining from acting
because of anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and whether
arising under statute, in contract or equity or from any other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied,
as to the currency, fairness, accuracy, completeness or reliability of the information contained in this presentation, and you agree that you will not bring any proceedings against or hold or purport
to hold any Specified Person liable in any respect for this presentation or the information in this presentation and waive any rights you may otherwise have in this respect.
None of the Joint Lead Managers or Underwriters, or their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers (Advisers) have independently
verified or will verify any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this
presentation.
No Adviser has authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and
there is no statement in this presentation which is based on any statement by any of them. No Adviser takes responsibility for any part of this presentation, or the Offer, and makes no
recommendations as to whether you or your related parties should participate in the Offer, nor do they make any representations or warranties to you concerning the Offer. You represent, warrant
and agree that you have not relied on any statements made by any Adviser in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. No
Adviser accepts or shall have any liability to any person in relation to the distribution of this presentation from or in anyjurisdiction.
Determination of eligibility of investors for the purposes of the institutional component of the Offer and the retail component of the Offer is, in each case, determined by reference to a number of
matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Joint Lead Managers, the Underwriters and the Company. The Company, the Joint
Lead Managers, the Underwriters and each other Specified Person disclaim any duty or liability (including for negligence) in respect of the exercise of that determination and the exercise or
otherwise of that discretion, to the maximum extent permitted by law.
If you do not reside in a permitted offer jurisdiction, you will not be able to participate in the Offer. The Company and theJoint Lead Managers disclaim any duty or liability (including for
negligence) in respect of the determination of your allocation.
3

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important notice and disclaimer (cont.)
Past performance
Past performance information provided in this presentation is given for illustrative purposes only and should not be relied uponas (and is not) a promise, representation, warranty, guarantee or
indication as to the past, present or future performance of the Company.
Forward-looking statements
This presentation contains certain forward-looking statements with respect to the financial condition, results of operations andbusiness of the Company, including the Company's development
pipeline, the Company's guidance and outlook for FY24 and statements in respect of the Company's outstanding debt. Forward-looking statements can generally be identified by use of words
such as 'approximate', 'project', 'foresee', 'plan', 'target', 'seek', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'esti mate', 'may', 'should', 'will', "objective", 'assume', 'guidance', 'outlook' or similar
expressions.
This also includes statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the plans, targets, objectives and strategies of the
Company, statements about the industry and the markets in which the Company operates and statements about the future performanceof, and outlook for, the Company's business. Any
indications of, or guidance or outlook on, future earnings or financial position or performance and future distributions are also forward-looking statements. All such forward-looking statements are
not guarantees or predictions of future performance and involve known and unknown risks, significant uncertainties, assumptions,contingencies, and other factors, many of which are outside the
control of the Company, are difficult to predict, and which may cause the actual results or performance of the Company to be materially different from any future results or performance
expressed or implied by such forward-looking statements.
Such forward-looking statements speak only as of the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), the Company undertakes no obligation to
update these forward-looking statements for events or circumstances that occur subsequent to the date of this presentation or toupdate or keep current any of the information contained herein.
Any estimates or projections as to events that may occur in the future (including projections of occupancy, cashflow, DMF, RAD, sales, revenue, profit, underlying profit, dividends, development
margin, expenses, earnings, assets, liabilities and performance) are based upon the best judgement of the Company from the information available as of the date of this presentation. A number of
factors could cause actual results or performance to vary materially from the projections, including the risk factors set outin this presentation.
Investors should consider the forward-looking statements in this presentation in light of those risks and disclosures.
In particular, investors should be aware that the statements in slides 16, 17, 18 and 19 and 21 and 22, and other statements andinformation regarding outlook, growth or strategy (collectively, the
"outlook information") are forward-looking statements. The outlook information has been prepared by the Company based on an assessment of current economic and operating conditions,
including in relation to the impact of the Covid-19 pandemic on the Company's business, inflationary pressures and various assumptions regarding future factors, events and actions, including in
relation to supply-chain constraints, material availability and construction cost inflation challenges facing the construction sector, the competitive environment and general macro-economic
drivers Investors should note that given the significant uncertainties that exist in the current operating conditions, the outlook information may not be achieved. The outlook information assumes the
success of the Company's business strategies, the success of which may not be realised within the period for which the outlook i nformation has been prepared, or at all. The outlook information is
subject to a number of risks, including the risks set out in this presentation. Investors should be aware that the timing of actual events, and the magnitude of their impact, might differ from that
assumed in preparing the outlook information, which may have a material negative effect on the Company's actual financial performance, financial position and cash flows. In addition, the
assumptions upon which the outlook information is based are subject to significant uncertainties and contingencies, many of which are outside the Company's control, are not reliably predictable,
and it is not reasonably possible to itemise each item. Accordingly, neither the Company nor any other person can give investorsassurance that the outcomes discussed in the outlook information
will be achieved.
Investors are strongly cautioned not to place undue reliance on any forward- looking statements, such as indications of, and guidance on, outlook, future earnings and financial position and
performance.
4

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important notice and disclaimer (cont.)
General
For the purposes of this Disclaimer and Important Notice, "presentation" means these slides, any oral presentation of these slides by the Company, any question-and-answer session that follows that
oral presentation, hard copies of this presentation and any materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. The Company reserves the right to withdraw,
or vary the timetable for the Offer, without notice.
Financial information
All dollar values are in New Zealand dollars ($ or NZD) unless otherwise stated.
The Company's statutory financial statements have been prepared in accordance with Generally Accepted Accounting Practice in NewZealand (NZGAAP) and comply with the New Zealand
Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities.
Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these
figures may differ from the figures set out in this Presentation.
Financial information of Ryman as at and for the period ended 30 September 2022 is unaudited.
Non-NZ GAAP financial information
This presentation includes certain financial measures that are "non-GAAP (generally accepted accounting practice) financial information" under Guidance Note 2017: 'Disclosing non-GAAP
financial information' published by the New Zealand Financial Markets Authority, "non-IFRS financial information" under ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information' and
"non-GAAP financial measures" within the meaning of Regulation G under the U.S. Exchange Act of 1934. Disclosure of such non-NZ GAAP financial measures in the manner included in this
presentation would not be permissible in a registration statement under the U.S. Securities Exchange Act of 1934. Such financialinformation and financial measures (including Underlying Profit,
Embedded Value, EBIT, Net Debt and Gearing do not have standardised meanings prescribed under NZ IFRS, Australian Accounting Standards (AAS) or IFRS and therefore, may not be comparable
to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or IFRS.)
Pro forma Financial Information
This presentation includes a pro forma balance sheet and Ryman's pro forma liquidity position, which have been adjusted to reflect the impact of the Offer. The pro forma financial information
provided in this presentation is for illustrative purposes only and is not represented as being indicative of the Company's future financial position and/or performance. The pro forma balance sheet
on slide 27 has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principl es contained in NZ IFRS (other than that it includes adjustments
which have been prepared in a manner consistent with NZ IFRS, that reflect the impact of certain transactions as if they occurred as at 30 September 2022).In addition, the pro forma financial
information in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and
agreed that: (i) you have read and agree to comply with the contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the
information contained in this presentation; (iii) you will base any investment decision solely on information released by theCompany via NZX (including the Offer Document); and (iv) you agree that
this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.
5

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Contents
1
Overview7
2
Ryman overview and investment highlights9
3
Positioning for growth in a changing market environment15
4
Trading update20
5
Capital structure update23
6
Offer details and timetable28
A
Appendix 1: Supplementary materials31
B
Appendix 2: Key risks44
C
Appendix 3: International offer jurisdictions52

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Overview

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Overview
1. Net investing cashflows. 2. As at 30 September 2022. 3. Refer to slide 27 for further detail on pro-forma calculations, gearing is calculated as net debt/ (net debt + equity), pre-IFRS 16. 4. The 31 March 2023
financial information presented represents unaudited nine months of actual results from 1 April 2022 to 31 December 2022 and three months of forecast. 5. Underlying profit is a non-GAAP measure and differs
from NZ IFRS profit for the period. Refer to slide 34 for a reconciliation of underlying profit to reported net profit after tax.
Current situation
1
●Ryman has invested over $3.9bn
1
in its portfolio since the beginning of FY18 and in that time the portfolio has grown by 2,699
new retirement village units and 1,018 care beds, including significant growth in Auckland and Melbourne, to underpin future
growth
●This period of accelerated investment in Ryman’s portfolio, where investing cash flows exceeded operating cash flows, has
resulted in elevated levels of debt
●In response to rapid changes in interest rates, Ryman has negotiated amendments to its Interest Coverage Ratio covenant
with its banking syndicate and ITL counterparties for the testing periods to (and including) September 2025 to ensure
continued covenant compliance
●Ryman has also slowed and/or paused construction at six existing sites and revised its development pipeline towards lower
density developments, reflecting prudent management decisions made in response to elevated debt levels and changing
market conditions including rising interest rates, the outlook for residential house prices, elevated construction costs and
supply chain constraints
●During the last three years, Ryman has successfully navigated the pandemic, keeping its staff and residents safe, and
maintained very high levels of care across this high risk environment
$902m equity
raise
2
●Ryman is undertaking a $902m underwritten pro rata entitlement offer (Offer). The Offer is expected to:
‐Strengthen Ryman’s balance sheet by repaying all USPP Notes and reducing pro-forma gearing from 45.3%
2
to 33.9%
3
‐Help to continue to deliver sector leading care and support the continuum of care and accommodation to an increasingly
wealthy, ageing demographic
‐Better enable Ryman to execute its growth framework, including the delivery of its development pipeline
‐Allow Ryman to maintain the high standard of care it is known for – care which is to be ‘Good Enough for Mum or Dad’
Looking ahead
3
●Ryman expects to report FY23F underlying profit
4,5
of approximately $280 million – $290 million and FY24F underlying profit
5
is
expected to grow within a range of 10 - 15% compared to FY23F underlying profit
4,5
●Ryman’s forward plans are to continue to deliver on growth opportunities in New Zealand and execute on a large,
fragmented market opportunity in Victoria, Australia
●Ryman’s $2.57bn in embedded value and $1.56bn in development work in progress is expected to support continued growth
in underlying profit as villages mature and existing developments are delivered
●Capital management and operational initiatives underway reflect a renewed and more disciplined focus on capital
efficiency, cash flows and return on capital in response to changing market conditions and rapid changes to interest rates
8

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Ryman overview and
investment highlights

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Ryman at
a glance
Total cash receipts from residents
1
(12 months to 30 September 2022)
$1.43bn
Operational villages
across NZ and AU
45
Villages under
construction
15
Residents
13,682
Units in current land
bank
3
6,710
FY12-1H23A total
asset CAGR
19.1%
Note: unless stated, figures reflect as at 1 February 2023.
1. Including advances under ORAs. 2. As at 30 September 2022 and includes independent living units and serviced
apartments across Australia and New Zealand (excluding land bank). 86.5% of total retirement village units are located in
New Zealand with the remaining 13.5% in Australia, 85.5% of total care beds are located in New Zealand with the remaining
14.5% in Victoria, Australia. Retirement villages defined as independent units and serviced apartments. 3. Includes
independent living units, serviced apartments and care beds. 3,114 units/beds included in land bank remain subject to
resource consent as at 30 September 2022 and as a result the number of beds and units ultimately built may differ.
10
Retirement village
units
2
8,667
Care beds
4,299
Total assets
(As at 30 September 2022)
$12.0bn

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11
Refreshed and
expanded
leadership
team
Richard Umbers
GROUP CHIEF
EXECUTIVE
Joined Ryman: 2021
David Bennett
GROUP CHIEF
FINANCIAL OFFICER
Joined Ryman: 2013
Cheyne Chalmers
CHIEF EXECUTIVEOFFICER
– NEW ZEALAND
Joined Ryman: 2020
Cameron Holland
CHIEF EXECUTIVE OFFICER
– AUSTRALI A
Joined Ryman: 2021
Ryman’s leadership
team bring a renewed
and disciplined focus on
long-term capital
efficiency and return on
capital
Chris Evans
CHIEF DEVELOPMENT
ANDCONSTRUCTION
OFFICER
Joined Ryman: 2021
Mary-Anne Stone
CHIEF STRATEGY
OFFICER
Re-joined Ryman: 2020
Di Walsh
CHIEF PEOPLE AND
SAFETY OFFICER
Joined Ryman: 2023
Rick Davies
CHIEF TECHNOLOGY
AND INNOVATION
OFFICER
Joined Ryman: 2019
Deborah Marris
GROUP GENERAL
COUNSEL AND
COMPANY SECRETARY
Joined Ryman: 2022
Marsha Cadman
CHIEF SALES AND
MARKETING OFFICER
Joined Ryman: 2021

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Largest operator in NZ and growing in Australia
1
Depth and breadth of Ryman offering
12
High quality portfolio of assets
45 villages: 38 NZ | 7 Victoria, AU
•Leader in continuum of care in
terms of quality and range of
Independent Living Units (ILUs),
Serviced Apartments (SAs)and
care beds
•Ryman’s aggregate village Aged
Care accreditation ranks the
highest of large operators
5
•Premium build locations,
environments and amenities
•Quality and breadth of service
offering
•Diversified across geographies
with a differentiated offering
Historical portfolio
Current portfolio
2
12,966
1. Ryman only operates in New Zealand and Victoria (Australia). 2. As at 30 September 2022 and includes independent living units,
serviced apartments and care beds across Australia and New Zealand (excluding land bank). 3. 3,114 units/beds included in land
bank remain subject to resource consent and/or development and council approvals as at 30 September 2022 and as a result the
number of beds and units ultimately built may differ. 4. Retirement village units contain independent living units and serviced
apartments. 5. As at December 2022, 27 of Ryman’s 34 New Zealand Care Facilities have received a Full Certification Audit from
the Ministry of Health, meeting the 4 year certification standard, with the remaining 7 villages with 3 year certification. Large
operators are those with 11 facilities or more in terms of certification.
6,710
Land bank
3
13.9%
86.1%
NZAU
24.2%
75.8%
Care bedsRV units
4
0.8
0.9
1.0
1.1
1.1
1.2
1.4
1.5
1.7
1.9
2.2
2.4
2.5
2.8
3.1
3.3
3.4
3.7
3.9
4.1
4.2
4.3
0.8
0.9
1.1
1.2
1.4
1.7
2.0
2.3
2.5
2.9
3.3
3.8
4.2
4.8
5.3
6.0
6.4
6.9
7.4
8.0
8.5
8.7
1.7
1.8
2.0
2.3
2.5
2.9
3.4
3.8
4.2
4.7
5.4
6.2
6.7
7.6
8.5
9.2
9.8
10.5
11.3
12.1
12.8
13.0
FY02FY03FY04FY05FY06FY07FY08FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21FY22
1H23
Care beds (000s)Retirement village units (000s)

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-
0.5
1.0
20012006201120162021202620312036204120462051
VIC 75+ (historical)VIC 75+ (forecast)
Long-term trends remain supportive
Ageing population underpinning future demand
Older New Zealanders hold the bulk of the country’s
wealth
3
– similar position in Australia
4
Residents are entering villages with higher levels of
incomeandwealth, and spending 10% - 15% of their
income on healthcare
With increasing discretionary spending power and
higher expectations
-Desire for greater choice, autonomy and resident-
centred care
-Increasing willingness to pay a premium when
moving into a retirement village (including larger
dwellings)
Ryman’s continuum of care model is differentiated in
Australia and experiencing strong demand
Improving wealth profile of retirees
1. Stats NZ Tatauranga Aotearoa national population projections, released July 2022 (rebased to 2022). 2. Australian Bureau of S tatistics population projections, released November 2018 (rebased to 2017).
3. Stats NZ, Household net worth statistics June 2022, In New Zealand c. 80% of net value is held by people aged 45 years or older. 4. Australian Bureau of Statistics, Household Income and Wealth, Australia:
Summary of Results, 2019–20.
-
0.5
1.0
20012006201120162021202620312036204120462051
NZ 75+ (historical)NZ 75+ (forecast)
2.4x
2021-51
2.1x
2021-51
New Zealand 75+ population,2021–2051 (millions)
1
Victoria 75+ population,2021–2051 (millions)
2
13
Ryman’s forward plans are to continue to deliver on growth to meet the
anticipated increase in demand in NZ and execute on a large, fragmented
market opportunity in Victoria

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Market leadership driven by premium resident
value proposition
Market leader in New Zealand
•Premium careon-site enhances the
attractiveness of the overall village for
residents, driving demand for retirement
village units
•79% of Ryman’s NZ care facilities have
met the 4 year certification standard – the
highest performing of all large operators
1
Differentiated Australian offering
-Unique continuum of care is offered to
residents, with villages providing both
independent living and aged care
-Typically competition focus heavily on one
segment (care or villages); co-located
offerings (such as Ryman’s) are still relatively
rare
3
14
Village care
offering
(NZ market)
2
1. As at December 2022, 27 of Ryman’s 34 New Zealand Care Facilities have received a Full Certification Audit from the Ministry of Health, meeting the 4 year certification standard, with the remaining 7 villages with 3
year certification. Large operators are those with 11 facilities or more in terms of certification. 2. JLL, New Zealand Retirement Villages and Aged Care Report, July 2022. 3. All of Ryman’s Australian villages currently
offer care except for three operating villages, which will all have a care offering by the time construction of the village is completed. 4. Q4 2022 Kantar NZ Brand Health Tracker dated January 2023 stated Ryman had
the highest brand awareness in New Zealand when asked the question “How familiar are you with each of these providers?” and the highest rating of the question “how do you feel about each brand?”.
Rich and rewarding resident experiences
-Premium locations and environments
supplemented by high quality amenities
-NZ: #1 brand awareness of 92%
4
leveraging
Ryman’s scale
-Australia: High-quality operator delivering
unique continuum of care
Continuum of carePremium offering
Experience freedom
A lifestyle with less responsibility
and more fun
Experience connection
Participate in village life, your
way
Experience wellness
Feel supported, physically and
mentally
89%
84%
76%
70%
73%
46%
-
20%
40%
60%
80%
100%
RymanBupaOceaniaArvidaSummersetMetlifecare
Without care
Without care but future
care development
With care

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Positioning for growth in a
changing market environment

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Increased focus on cash recovery from
development
Strategies to improve returns from existing
villages
Ryman is taking a number of steps to respond to the
changing market conditions
New villages in premium locations
Rebalancing portfolio towards lower density townhouse style
developments alongside higher density developments where
appropriate returns can be delivered
-Within the near-term construction pipeline, townhouses expected
to represent ~50% of the total units. As at 30 September 2022,
townhouses represented approximately 31% of all units
Introducing care suites to meet growing market expectations for
premium care accommodation
Right-sizing care offering through decreasing proportion of care beds
relative to retirement village units while still meeting the needs of
Ryman residents:
Sales
New market incentives and strategies, including different
pricing structures for care (including DMF)
Salesforce Customer Relationship Management (CRM)
technology implemented to support the sales team
Pricing
DMF phasing for ILUs reduced to four years
Trialling alternative DMFs to meet customer preference
Quarterly reviews of weekly feepricing for new residents
Resales
Leveraging data to deliver targeted pricing for individual
units
Maximising resale returns via the refurbishment program
Operating
efficiencies
Optimising returns from villages, leveraging the continuum
of care model
Continue to enhance the quality of care and services
Leveraging regional operating model to identify and
implement efficiencies
Focus on value creation and cash
1. Average / target ratios represent care beds : retirement village units.
0.55
Average ratio
1
0.39
Average ratio
1
0.35
Target ratio
1
Sites opened
before 2015
Sites opened
from 2015
Newsites from
FY23F onwards
16

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01234567
Year
Low density developmentHigh density development
Development approach to drive cash conversion
17
Lower density developments are expected to deliver benefits
in changing market conditions
Rebalancing towards lower density townhouse style developments expected
to support improved cash conversion and reduce capital intensity
Positive cash flows
Negative cash flows
Low density
development
High density
development
Illustrative cumulative cash flows throughout development phase
1
Lower density developments are
expected to deliver benefits in the
current environment
•Streamlined design and
consenting process
•Lower peak debt
requirements due to ability
to progressively sell down
units
•Shorter time to complete
•Build program and build rate
will be determined by
investment economics,
capital intensity and cash
conversion
Illustrative
difference in
peak debt level
In the current interest rate
environment and with elevated
construction costs, high density
builds can take longer to
generate positive cash flows
1. This is an illustrative example only. Each site has unique characteristics and will ultimately have a different cash flow profile.

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(100)
0
100
200
300
400
500
600
700
20002001200220032004200520062007200820092010201120122013201420152016201720182019202020212022
DMFCareResalesDevelopment net spend
Development investment underpins growth
18
Substantial development
pipeline being delivered
•15 villages under
construction (6 currently
paused)
•10 villages expected to
be completed in the
next three years
•6,710 units in current
land bank
2
•Care / retirement village
mix to be further
optimised
Significant historical development expenditure expected to
underpin future growth; but has resulted in significant debt levels
1
Operating and net investing cash flow ($m)
Operating
cashflows:
strong growth in
resale and DMF
cashflows from
existing units
Net investment in
excess of
operating cash
flows
Current debt levels reflect investment to drive future earnings
Investing to underpin
future growth
1. Please see slide 26 for further detail on the sources of debt. 2. As at 30 September 2022. 3. Represents cashflows
generated from deferred management fees. 4. Represents cashflows generated from aged care operations. 5. Represents
cashflows generated from the resale of ORA contracts on existing units. 6. Represents cashflows generated from the sale of
new ORAs deducting net investing cashflows (excluding advances to employees).
4356

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Under
construction
•15 villages under construction, with 6 currently
slowed and/or paused
•Targeting delivering ~2,202 new units and ~824
new care beds in the next 5 years
•45 villages with $2.57bn of embedded value
1
•Resale gains of $1.95bn – future cash flows
•Accrued DMF of $0.62bn – future cash flows
Existing
land bank
3
•12 sites already owned, where construction is
yet to begin representing ~3,529 units/beds
•2 operational villages not currently under
construction representing 155 units/beds
•High proportion of retirement village units
relative to care beds for planned developments
•Ryman expects that embedded value
1
in villages will grow as Ryman
develops and sells new village units (creating future DMF earnings) and
continues to sell existing villages in an environment of a growing
demographic with increasing wealth (creating future resale gains)
Future
portfolio
growth
•Opportunities to grow the portfolio through
selective land purchases
•Ryman’s purpose is founded in high quality carethat is ‘good enough for
Mum or Dad’, and together with the continuum of care offered remains its
competitive advantage and a key reason residents choose Ryman and
are willing to pay a premium for Ryman’s retirement village units
1. Embedded value is a non-GAAP measure and reflects the resale bank (the difference between the price paid by the last resident and the price that would be paid by an incoming resident across the
portfolio), accrued management fees and resident loans. As at 30 September 2022. 2. Underlying profit is a non-GAAP measure and differs from NZ IFRS profit for the period. Refer to slide 34 for a reconciliation
of reported profit after tax to underlying profit. 3. 6,710 units/beds in land bank include the 2,202 units and 824 care beds above, 3,529 currently under construction and 155 beds/units at sites already owned but
not currently under construction.
Operating villages
Delivering underlying profit
2
growth
Developing villages
Expansion into high value areas
Ryman’s growth framework
Ryman's integrated business model across the continuum of care is
expected to drive growth, enhancing embedded value
1
and improving
cash flows
19

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Trading update

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FY23F trading update
Note: This slide contains forward looking statements or opinions. Please refer to the Important Notice and Disclaimer with respect to such statements starting on slide 2. 1. Commentary reflects performance from
1 October 2022 to 31 December 2022 unless otherwise stated.
Demand for Ryman’s premium offering remains resilient
Developing villages update
Delivery of new units and beds
•600 new retirement village units and 215 new care beds are
expected to be completed in 2H23F, bringing FY23F expected
deliveries to ~1,000 units and beds
Land bank of 6,710 units and beds
•Acquisition of 3 new sites during the FY23F year to date
Development sales
•Total new sales transacted value for FY23 YTD (nine months to 31
Dec 2022) is above the corresponding period in FY22A
•Average new sale prices for FY23 3Q
1
are higher than
FY22A, driven by Auckland and Melbourne
developments
•Value of new units under contract but not settled
have reduced from $512m at 30 September 2022 to
$406m at 31 January 2023
Operating villages update
FY23 3Q
1
performance
Resales
•Average resales prices higher than FY22A
•Resale margin and average days to sell broadly in line with 1H23A
•Resale average days to settle increasing 4% on 1H23A
•Total resales value remains strong
•FY23 YTD (nine months to 31 Dec 2022) total resales value is
above the corresponding period in FY22A
Aged care operations
•Aged care occupancy across mature sites
improved to 95%, up from the 1H23A average of 94%
FY23F outturn
•Inventory levels targeting <2% available stock in FY23F
•Forecast cash DMF of ~$31m in 2H23F
21

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Outlook
Note: Guidance and outlook from FY24F onwards assumes the successful completion of the Offer. This slide contains forward looking statements or opinions. Please refer to the Important Notice and
Disclaimer with respect to such statements starting on slide 2. 1. Underlying profit is a non-GAAP measure and differs from NZ IFRS profit for the period. Refer to slide 34 for a breakdown of underlying profit.
2.The FY23F information presented represents unaudited nine months of actual results from 1 April 2022 to 31 December 2022 and three months of forecasts from 1 January 2023 to 31 March 2023. 3. Taking
into account the impact of the Offer and the repayment of the USPP Notes. 4. Development rate is calculated as new units/bedsdeveloped divided by total units/beds. 5. Refer to slide 27 for further detail
on pro-forma calculations, gearing is calculated as net debt / (net debt + equity), pre-IFRS 16.
Underlying
profit
●FY23F underlying profit
1
guidance in the range of $280 million - $290 million
2
, an increase of 10 – 14% compared to FY22A
●FY24F underlying profit
1
is expected to grow within a range of 10 - 15% compared to FY23F underlying profit
1,3
●Ryman’s $2.57b in embedded value and $1.56bn in development work in progress is expected to support continued growth in underlying profit as villages
mature and existing developments are delivered
Development
rate
4
–
FY24/25F
●Ryman has revised its development pipeline to reflect prudent management decisions made in response to elevated debt levels and a changing market
environment
●These decisions included a pause on certain construction projects and a delay in commencing specific higher density developments
●Following completion of the Offer, Ryman intends to re-commence construction of certain projects on a staggered basis and the delivery of its re-prioritised
pipeline
●Ryman’s re-prioritised development pipeline is to deliver approximately 1,000 new retirement village units and care beds in FY23F
2
, 750-800 new retirement
village units and care beds in FY24F, and 850-900 new retirement village units and care beds in FY25F to reflect prudent management in changing market
conditions
Development
strategy and
outlook
●Beyond FY25F and subject to market conditions at the time, Ryman intends to return the build rate to its original growth profile , targeting delivering
approximately 1,300 units and beds in FY27F and 10% annual growth thereafter
●Future developments are expected to be more weighted toward retirement village units in order to right-size Ryman’s care offering and maximise returns. As
such, Ryman expects to develop 40-80 care beds per village (at its new developments) and materially reduce the ratio of care beds to retirement village
units across its portfolio
Cash flow and
gearing
●Subject to property market conditions and Ryman’s build rate in FY24F and FY25F, targeting positive net operating and investing cash flows from FY25F
●Pro-forma gearing post the Offer is expected to be approximately 34%
5
, with a medium-term target range of 30% -35%
Dividends
●To provide additional balance sheet support, the Board has determined that no final dividend will be paid for FY23F
●The Board expects, subject to satisfactory trading performance and market conditions, to resume paying dividends in FY24F
Governance
●The process to formally appoint a new Chair continues to progress and a short-list of candidates has been identified. Ryman remains focussed on Board
renewal and maintaining a strong and diverse board in light of the upcoming retirement of George Savvides
Ryman’s outlook for FY24F and beyond assumes (1) there is no sustained downturn in the property market in the markets in which Ryman operates, materially impacting Ryman’s
ability to maintain pricing on new unit sales and resales, or slowing the rate of sales; (2) recent improved aged care occupancyrates are maintained; and (3) there are no further
material COVID-related impacts on Ryman’s business operations. Outlook to be read in conjunction with the Key Risks in Appendix 2
22

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Capital structure update

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Capital
management
overview
24
Alongside current operating
initiatives, a range of capital
management tools are being
implemented to better
enable Ryman to execute its
more commercially focussed
and capital disciplined
growth framework, and
includes the delivery of
Ryman’s significant
development pipeline
•$902m underwritten pro rata entitlement offer to reset Ryman’s capital
structure to ensure there are sufficient funds to execute on the
Company’s growth strategy and strengthen Ryman’s balance sheet by
repaying all USPP Notes and reduce pro-forma gearing from 45.3%
1
to
33.9%
2
•Focus on lower density, capital efficient townhouse style developments
and rightsizing care offering
•Introducing care suites
•Increasing RAD take-up across the group
•Introduction of medium-term target gearing range of 30% - 35%
2
Capital management initiatives
1. As at 30 September 2022. 2. Refer to slide 27 for further detail on pro-forma calculations, gearing is calculated as net debt/ (net debt +
equity), pre-IFRS 16. 2. Pro-forma gearing reflects net equity proceeds after transaction costs of approximately $30m and costs associated
with full repayment of the USPP Notes, currently estimated to be approximately $134m. $134m costs associated with repayment of the USPP
exclude accrued interest and are subject to movements in foreign exchange and interest rates and may differ from the current estimate.

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Lender update
Banking syndicate update
•Ryman has received approval from the majority of lenders for an amendment to the Interest Coverage Ratio (ICR) covenant untilMarch 2026
on all institutional facilities, with further approvals not required
•Ryman sought an amendment to the Interest Coverage Ratio covenant as a precautionary change given the recent rapid changes ininterest
costs
•This covenant is to be amended as set out below. The covenant is calculated based on adjusted EBIT
1
and interest cost
ITL update
•ITL counterparties have provided the same Interest Coverage Ratio covenant amendment as the banking syndicate
USPP update
•Net equity proceeds of $872 million
2
from the Offer will be used to repay the USPP Notes and associated costs in full
•Costs associated with full repayment of the USPP Notes are currently estimated at approximately $134m
3
Retail bonds
•There will be no change to the existing retail bond covenants and no approvals required
Other covenants
•There has been no change to the Debt to Equity Covenant
4
and Guaranteeing Group Coverage Covenant
5
which are applicable to the
banking syndicate, retail bond and ITL
1. A non-GAAP measure, which reflects Underlying EBIT (a non-GAAP measure) less the impact of non-cash DMF accruals. 2. Net equity proceeds is after payment of transaction costs of $30m but before costs
associated with the full repayment of the USPP Notes. 3. $134m costs associated with repayment of the USPP exclude accrued interest and are subject to movements in foreign exchange and interest rates and
may differ from the current estimate. 4. The ratio of Total Liabilities of the Ryman Group (after deducting the aggregate value of all Resident Occupancy Advances, Australian Resident Loans and
Accommodation Bonds owing or held by the Ryman Group) to Net Tangible Assets of the Ryman Group is no greater than1.0:1.0. 5.The Total Tangible Assets and Adjusted EBIT of the Guaranteeing Group must
represent not less than 90% of the Total Tangible Assets and Adjusted EBIT of the Ryman Group taken as a whole.
25
Mar-23Sep-23Mar-24Sep-24Mar-25Sep-25Mar-26
ICR covenant1.75x1.75x1.75x1.75x1.75x2.00x2.25x

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Pro-forma financial profile –funding facilities
As at 30 September 2022
$m
Pre OfferImpact of Offer
Pro-forma
(unaudited) post
Offer
BalanceBalance
Bank loans
1,879-1,879
Institutional term loan (ITL)
285 -285
Retail bonds
150 -150
USPP Notes
709 (709)-
Other
1
4 (16)(12)
Total debt3,026(725)2,301
Cash
2
26 3056
Net debt3,000(754)2,246
Gearing
3
(%)
45.3%33.9%
1. Other line includes the reversal of capitalised USPP costs, FX movement and hedge revaluation balances. 2. Cash balance represents gross offer proceeds of $902m less the repayment of USPP Notes, costs
associated with full repayment of the USPP Notes currently estimated at approximately $134m, and other transaction costs of approximately $30m. The repayment amount to be made by Ryman is expected to
be approximately $843m which includes $134m of costs associated with full repayment. $134m costs associated with repayment ofth e USPP exclude accrued interest and are subject to movements in foreign
exchange and interest rates and may differ from the current estimate. 3. Gearing calculated as net debt / (net debt + equity), pre -IFRS 16. 4. A$125m facility converted to NZD at an AUD/NZD rate of 0.8781.
26
Key assumptions
•Assumes gross offer proceeds of $872m net of
transaction costs applied to the full repayment of
USPP Notes and costs associated with the
repayment of USPP Notes
2
•Assumes Ryman continues to retain undrawn lines on
bank debt facilities to provide additional financial
flexibility
Other
•Upon completion of the Offer, Ryman will have over
$500m of undrawn bank facilities including two new
standby facilities from ANZ and Westpac
•The only FY24F debt maturity is currently a $142m
4
bank facility due in September 2023
•ITL, retail bond and USPP balances are shown at
face value

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Pro-forma financial profile –balance sheet
information and proposed use of proceeds
$m
Pro-forma balance sheet (as at 30 September 2022) unaudited
Reported (pre Offer)AdjustmentPro-forma (unaudited) post Offer
Cash and cash equivalents
1
26 30 56
Other assets
1,041-1,041
Property, plant & equipment
2,230-2,230
Investment properties
8,737-8,737
Total assets12,03330 12,063
Occupancy advances (non-interest bearing)
4,632-4,632
Interest bearing liabilities
3,026(725)2,301
Other liabilities
748 -748
Total liabilities8,405(725)7,681
Shareholder funds
1
3,628754 4,382
Note: The information shown is for illustrative processes only and does not represent the company’s actual financial position. Balance sheet information presented on a condensed basis compared to the
actual historical balance sheet. 1. Cash balance represents gross offer proceeds of $902m less the repayment of USPP Notes, costs associated with full repayment of the USPP Notes currently estimated at
approximately $134m, and other transaction costs of approximately $30m. $134m costs associated with repayment of the USPP exclude accrued interest and are subject to movements in foreign exchange
and interest rates and may differ from the current estimate.
27

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Offer details and timetable

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Offer overview
Offer size and structure
●Underwritten 1 for 2.81
1
pro rata accelerated entitlement offer with retail entitlements trading expected to raise $902m (Offer)
●Approximately 180m New Shares to be issued under the Offer representing approximately 35.6% of the existing shares on issue
Offer price
●Offer price of $5.00 per New Share
˗17.1% discount to the theoretical ex-rights price (TERP)
2
of $6.03
˗21.9% discount to Ryman's closing price of $6.40 on the NZX on Tuesday 14 February 2023
Institutional Entitlement
Offer
●Institutional Entitlement Offer opens today, Wednesday 15 February 2023 and closes on Thursday 16 February 2023
3
●Institutional entitlements not taken up and entitlements of ineligible institutional shareholders will be sold in the institutional shortfall bookbuild which opens on Thursday
16 February 2023 and closes on Friday 17 February 2023
Retail Entitlement Offer
●Eligible retail shareholders have a number of options under the Retail Entitlement Offer, as follows:
˗Elect to subscribe for all or part of their pro rata entitlements from 9:00am (NZDT) on the Retail Entitlement Offer open date of Tuesday, 21 February 2023 and by
5:00pm (NZDT) on the Retail Entitlement Offer close date of Monday, 6 March 2023
˗For those who elect to subscribe for all of their entitlements, apply for additional New Shares in the retail shortfall bookbuil d
˗Sell or transfer all or some of their retail entitlements. Retail entitlements may be traded on the NZX from Monday, 20 February2023 to Tuesday, 28 February 2023
˗Do nothing and let their retail entitlements be offered for sale through the retail shortfall bookbuild process managed by the Joint Lead Managers with any
proceeds in excess of the offer price paid to the shareholder
Participation by major
shareholders
●Reflecting their commitment to Ryman, we are pleased to confirm that all directors of the company intend to participate in the Offer. Interests associated with co-
founder Mr Kevin Hickman (Hickman Family Trust) have pre-committed to subscribe for $2m worth of New Shares in the Offer. Mr Geoffrey Cumming, a long-standing
significant shareholder and a director, has pre-committed to subscribe for, through his personal holding company, $25m of New Shares in the Offer. Each of those
shareholders has the right to apply for further New Shares in accordance with the terms of the Offer
Ranking
●New Shares are the same class as, and will rank equally with existing ordinary shares from their time of issue
Record Date
●5:00pm (NZDT) Friday 17 February 2023
Risks
●Refer to Appendix 2 for a summary of key risks associated with an investment in Ryman and the Offer
Underwriting
●Underwritten by Macquarie Securities (NZ) Limited and UBS New Zealand Limited
Application of proceeds
●All net proceeds from the Offer (expected to be $872m after transaction costs) will be used to reset Ryman’s capital structure to ensure there are sufficient funds to
execute on the Company’s growth strategy and strengthen Ryman’s balance sheet by repaying all USPP Notes and associated costs, r educing pro-forma gearing
from 45.3% to 33.9%
1. Fractional entitlements to New Shares to be rounded down to the nearest whole number of New Shares. 2. TERP is the theoretical price at which Ryman shares trade immediately after the ex date for the
Offer. TERP is a theoretical calculation only and the actual price at which Ryman shares trade on the NZX immediately after the ex date for the Offer will depend on many factors and may not be equal to
TERP. TERP is calculated by reference to the closing price of the Ryman share price as traded on NZX on Tuesday 14 February 2023being the last trading day prior to the announcement of the Offer. 3.
Institutional Entitlement Offer for Australian, New Zealand and certain Asia-Pacific region investors closes on Wednesday 15 February 2023. For all other regions the Institutional Entitlement Offer closes on
Thursday 16 February 2023.
29
This summary is to be read in conjunction with the Offer Document

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
30
Dates and times are indicative only and subject to change without notice. Ryman reserves the right to alter the dates in this
presentation at its discretion and without notice. 1. Institutional Entitlement Offer for Australian, New Zealand and certainAs ia-Pacific
region investors closes on Wednesday 15 February 2023. For all other regions the Institutional Entitlement Offer closes on Thursday 16
February 2023.
Key Offer dates
EventDate
Trading halt and announcement of Offer, Institutional Entitlement Offer Opens
Wednesday, 15 February 2023
Institutional Entitlement Offer closes
1
Thursday, 16 February 2023
Institutional Entitlement Offer shortfall bookbuild opens
Thursday, 16 February 2023
Institutional Entitlement Offer shortfall bookbuild closes
Friday, 17 February 2023
Record date for the Entitlement Offer (5:00pm NZDT)
Friday, 17 February 2023
Announce results of Institutional Entitlement Offer
Monday, 20 February 2023
Trading halt is lifted and Ryman shares recommence trading on an "ex-entitlement" basis
Monday, 20 February 2023
Retail entitlements commence trading on the NZX on deferred settlement basis
Monday, 20 February 2023
Retail Entitlement Offer opens (9:00am NZDT)
Tuesday, 21 February 2023
Retail entitlements commence trading on a normal settlement basis
Friday, 24 February 2023
Settlement, allotment and normal trading of New Shares issued under the Institutional Entitlement Offer
Friday, 24 February 2023
Close of retail entitlements trading on the NZX (5:00pm NZDT)
Tuesday, 28 February 2023
Retail Entitlement Offer closes (5:00pm NZDT)
Monday, 6 March 2023
Trading halt commences and announce results of Retail Entitlement Offer
Wednesday, 8 March 2023
Retail Entitlement Offer shortfall bookbuild opens
Wednesday, 8 March 2023
Retail Entitlement Offer shortfall bookbuild closes
Thursday, 9 March 2023
Announce results of Retail Entitlement Offer shortfall bookbuild and trading halt lifted
Friday, 10 March 2023
Settlement, allotment and normal trading of New Shares issued under the Retail Entitlement Offer
Tuesday, 14 March 2023
Dispatch of holding statements in respect of New Shares issued under the Retail Entitlement Offer
Tuesday, 14 March 2023
Image: Artist’s impressions of Cambridge village.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Appendix 1: Supplementary
materials
APPENDIX

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Ryman’s long-term strategy
32

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Cash flow reconciliation
$m1H23AFY22AFY21A
Operating activities
New Sales receipts163384331
Resident fee receipts213401361
Payments to suppliers and employees(252)(435)(421)
RAD (net)458728
Resales receipts294525457
DMF cash295048
Resale payments to residents(231)(396)(372)
Interest received---
Interest paid(17)(29)(19)
Net operating cash flows 244586413
$m1H23AFY22AFY21A
Investing activities
Purchase of property, plant and equipment(192)(284)(219)
Purchase of intangible assets(12)(14)(9)
Purchase of investment properties(295)(434)(578)
Capitalised interest paid(42)(50)(37)
Advances to employees0(4)(1)
Net investing cash flows(541)(787)(844)
Financing activities
Drawdown of bank loans361327530
Dividends paid(68)(112)(107)
Purchase of treasury stock (net)3(3)(3)
Repayment of lease liabilities(2)(3)(2)
Net financing cash flows294209417
Net cash flow(2)8(14)
Net cashflow per financials(2)8(14)
33

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Reported (IFRS) profit reconciliation
Underlying profit is a non-GAAP (Generally Accepted Accounting Principles) measure and differs from NZ IFRS profit for the period. Underlying profit does
not have a standardised meaning prescribed by GAAP and so may not be comparable to similar financial information presented byother entities.
The Ryman Group uses underlying profit, with other measures, to measure performance. Underlying profit is a measure that the Ryman Group uses consistently
across reporting periods.
Underlying profit includes realised movement on investment property for units in which a right-to -occupy has been sold during the period and for which a legally
binding occupational right contract is in place at the reporting date. The occupancy advance for these units may have been received or be included within the
trade receivables balance at reporting date.
Underlying profit excludes deferred taxation, taxation expense, unrealised gains on investment properties, and impairment losseson non-trading assets because
these items do not reflect the trading performance of the Ryman Group. Underlying profit is used as the basis for determiningth e dividend payout to shareholders.
All half year financials are unaudited.
6 months to
30 Sep 22
6 months to
30 Sep 21
12 months to
31 Mar 22
$mNZAustGroupNZAustGroupNZAustGroup
Underlying profit (non-GAAP)11227
139
933
96
20451
255
Unrealised revaluations of
investment properties
5040
89
1790
179
43730
467
Deferred tax (expense) / credit(33)9
(23)
(12)19
7
(51)22
(29)
Impairment - loss on disposal-(11)
(11)
--
-
--
-
Reported net profit after tax12965
194
26022
282
590103
693
34

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Debt maturity
profile
35
Diversified funding, with a
weighted average tenure on
debt facilities of 4.5 years
(including USPP Notes)
Weighted average tenure
following repayment of USPP
Notes of 3.2 years
As at 14 February 2023, represents debt maturity profile prior to any debt repayment as a result of the Offer.
Debt facility limits unchanged from 1H23A results presentation (as at 30 September 2022).
Proceeds from the Offer will be used to
repay all outstanding USPP Notes
-
$100m
$200m
$300m
$400m
$500m
$600m
$700m
$800m
$900m
F23F24F25F26F27F28F29F30F31F32F33F34F35F36F37F38
Bank facilitiesRetail bondITLUSPP (1)USPP (2)Additional standby facilities
Proceeds from the Offer will be used to
repay all outstanding USPP Notes
$175m of
additional
standby facilities

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Development pipeline: NZ
As at31 January 2023. * denotes villages currently slowed and/or paused. 1. Median house price is in New Zealand dollars and reflects the median house price in the catchment
area. Targeted village completion is a calendar year date. It is based on current estimates and may vary from the final completion date. Real Estate Institute of NZ and Real
Estate Institute of Victoria, average median sales price for the 6-months to September 2022 for each village's catchment area -generally the suburbs immediately surrounding the
village.
Total
sites
15
Sites under
construction
10
1Linda JonesMedium
>$0.9m
2023
2James WattieLow
>$1.0m
2024
3Kevin Hickman *Low
>$0.7m
2025
4Northwood *Low
>$0.7m
2026
5CambridgeLow
>$0.9m
2026
6Park TerraceHigh
>$1.1m
TBC
7KaroriHigh
>$0.9m
TBC
8RollestonLow
>$0.8m
TBC
9TaupōLow
>$0.8m
TBC
Peak capital
requirement
Median
house price
1
Design Consenting
Council
approval
Construction
Village
open
Village centre
open
Targeted village
completion
1William SandersHigh
>$1.7m
2023
2Murray Halberg *High
>$1.1m
2026
3Miriam Corban * Medium
>$0.9m
2024
4Keith Park *High
>$1.0m
2025
5Takapuna *Medium
>$1.5m
TBC
6KarakaLow
>$1.3m
TBC
Rest of New Zealand
Auckland
36

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1Charles BrownlowLow
>$0.9m
Complete
2Raelene BoyleMedium
>$2.0m
Complete
3Mt MarthaLow
>$1.8m
Under contract
Peak capital
requirement
Median
house
price
1
DesignConsenting
Council
approval
Construction
Village
open
Village centre
open
Targeted village
completion
1John FlynnHigh
>$1.2m
2023
2Nellie MelbaMedium
>$1.5m
2024
3
Deborah CheethamLow
>$1.4m
2024
4Bert NewtonMedium
>$1.8m
2024
5Ringwood EastHigh
>$0.9m
2026
6MulgraveLow
>$1.2m
TBC
7Mt ElizaHigh
>$1.8m
TBC
8EssendonMedium
>$1.4m
TBC
9KealbaLow
>$1.0m
TBC
10Coburg NorthHigh
>$1.0m
TBC
Development pipeline: Australia
As at31 January 2023. 1. Median house price is in New Zealand dollars and reflects the median house price in the catchment area. Targeted village completion is a calendar
year date. It is based on current estimates and may vary from the final completion date. Real Estate Institute of NZ and Real Estate Institute of Victoria, average median sales
price for the 6-months to September 2022 for each village's catchment area -generally the suburbs immediately surrounding the village.
No longer included in development pipeline
Total
sites
10
Sites under
construction
5
37

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Asset base: NZ beds / units (ex Auckland)
VillageLocationHospitalDementiaResthomeServicedIndependentTotal
Anthony WildingChristchurch80333550110308
Bob OwensTauranga40404079218417
Bob ScottPetone40403489254457
Charles FlemingWaikanae40404079201400
Charles UphamRangiora40404087264471
Diana IsaacChristchurch40404079256455
Ernest RutherfordNelson49252075124293
Essie SummersChristchurch4124305822175
Frances HodgkinsDunedin--513242125
Hilda RossHamilton68404351167369
James WattieHawkes Bay----123123
Jane ManderWhangarei60322071183366
Jane WinstoneWanganui2020295054173
Jean SandelNew Plymouth39333962171344
Julia WallacePalmerston North43212050111245
Kevin HickmanChristchurch----
6262
Kiri Te KanawaGisborne46153462105262
Linda JonesHamilton40404093214427
Malvina MajorWellington90-3039123282
Margaret StoddartChristchurch--46212087
Ngaio MarshChristchurch81-3040119270
Princess AlexandraNapier6024245472234
Rita AngusWellington49-204999217
Rowena JacksonInvercargill70266146103306
Shona McFarlaneLower Hutt59-2050130259
WoodcoteChristchurch--4971874
Yvette WilliamsDunedin5730332-122
Total New Zealand (ex Auckland)1,1525638381,4053,3657,323
As at31 January 2023.
38

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
VillageLocation
HospitalDementiaResthomeServicedIndependent
Total
Bert SutcliffeBirkenhead40404081225426
Bruce McLarenHowick41404274192389
Edmund HillaryRemuera114305060372626
Evelyn PageOrewa60372065248430
Grace JoelSt Heliers77-207671244
Keith ParkHobsonville----8484
Logan CampbellGreenlane43304380116312
Miriam CorbanHenderson----132132
Murray HalbergLynfield42424086158368
Possum BournePukekohe40404084259463
William SandersDevonport40363677183372
Total Auckland4972953316832,0403,846
Total New Zealand1,6498581,1692,0885,40511,169
Asset base: Auckland beds / units
As at31 January 2023.
39

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VillageLocation
HospitalDementiaResthomeServicedIndependent
Total
Charles BrownlowVictoria4030305980239
Deborah CheethamVictoria202020-48108
John FlynnMelbourne38383896174384
Nellie MelbaMelbourne80397486256535
Raelene BoyleMelbourne2525242764165
Weary DunlopMelbourne30203248200330
Essendon TerraceMelbourne----3636
Total Australia2331722183168581,797
New Zealand and Australia
Total Group1,8821,0301,3872,4046,26312,966
% of
asset baseTotal
Care beds (hospital, dementia, resthome)33%4,299
Serviced RV units19%2,404
Independent RV units48%6,263
Total RV units & care beds100%12,966
Asset base: Australia beds / units
As at31 January 2023.
40

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Existing villagesLocation
HospitalDementiaResthomeServicedIndependent
Total
Grace Joel
Auckland----9696
James Wattie
Hawkes Bay3535207824192
Jean Sandel
New Plymouth----5959
Keith Park
Auckland404040101192413
Kevin Hickman
Christchurch20204065169314
Linda Jones
Hamilton----3434
Miriam Corban
Auckland2020207775212
Murray Halberg
Auckland----183183
William Sanders
Auckland----66
Total existing villages1151151203218381,509
New sitesLocationHospitalDementiaResthomeServicedIndependentTotal
Cambridge
Waikato20402060185325
Karaka
Auckland20402060216356
Karori
Wellington20202068180308
Kohimarama
Auckland20204093123296
Newtown
Wellington20152056
40151
Northwood
Christchurch30303064154308
Rolleston
Canterbury20402065218363
Park Terrace
Christchurch20351554155279
Takapuna
Auckland1515153059134
Taupō
Waikato20202064206330
Total new sites2052752206141,5362,850
Total land bank New Zealand 3203903409352,3744,359
Land bank: New Zealand
Note: As at31 January 2023. Unit and bed numbers in the land bank are from latest plans completed by Ryman's Design Team for each individual site.Land bank remain subject to
resource consent and as a result the number of beds and units ultimately built may differ.
41

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Existing villagesLocation
HospitalDementiaResthomeServicedIndependent
Total
Nellie Melba
Melbourne----7474
Essendon
Melbourne3030-40163263
Deborah Cheetham
Victoria2020205398211
Total existing villages50502093335548
New sitesLocationHospitalDementiaResthomeServicedIndependentTotal
Coburg North
Melbourne6020-48300428
Bert Newton
Melbourne3019304585209
Mt Eliza
Victoria3030-27112199
Kealba
Melbourne2727-73140267
Mulgrave
Melbourne3030-54175289
Ringwood East
Melbourne40404054237411
Total new sites217166703011,0491,803
Total land bank Australia267216903941,3842,351
Total land bank New Zealand & Australia5876064301,3293,7586,710
% of
land bank
Total
Care beds (hospital, dementia, resthome)
24%1,623
Serviced RV units
20%1,329
Independent RV units
56%3,758
Total RV units & care beds100%6,710
Land bank: Australia
Note: As at31 January 2023. Unit and bed numbers in the land bank are from latest plans completed by Ryman's Design Team for each individual site. Land bank remain subject to
resource consent and as a result the number of beds and units ultimately built may differ.
42

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Glossary
AbbreviationDefinition
ANZ
Australia and New Zealand
ARC agreement
Age-related residential care services agreement
AU
Australia
Care bed
Rest home, hospital and dementia level care
Development net spend
Cashflows generated from the sale of new ORAs deducting net
investing cashflows (excl. advances to employees)
DMF
Deferred management fee
Embedded value
Embedded value is a non-GAAP measure and reflects the
resale bank (the difference between the price paid by the last
resident and the price that would be paid by an incoming
resident across the portfolio), accrued management fees and
resident loans
FY23
Financial Year 2023
Gearing
Net debt / (Net debt + equity), pre IFRS-16
ILU
Independent living unit
ITL
Institutional term loan
NZ
New Zealand
ORA
An occupation right agreement within the meaning of the
Retirement Villages Act 2003 (for Villages in New Zealand) or a
residence contract within the meaning of the Kaela Retirement
Villages Act 1986 (Vic) (for Villages in Australia)
Pro-forma
Adjusted for the impact of the Offer
RAD
Refundable accommodation deposit
AbbreviationDefinition
Resales
The sale of an ORA contract on an existing unit when a resident
departs a unit
Resale gain
Resale gains occur in the event resale price is higher than outgoing
ORA
Resident
A person who is resident in a Ryman Village in an ILU, SA or care
room
Retirement village (RV)
unit
Any independent unit or serviced apartment
RV
Retirement village. A retirement village unit includes ILUs and SAs,
excludes care beds
TERP
Theoretical ex-rights price
Underlying profit
Underlying profit is a non-GAAP measure and differs from NZ IFRS
profit for the period. Refer to slide 34 for a breakdown of underlying
profit
Unit
Any independent unit or serviced apartment
USPP
US private placement
Village
Any retirement village owned by a Ryman Group member that:
• in New Zealand is registered as a retirement village under the
Retirement Villages Act 2003, and
• in Australia is registered as a retirement village under The
Retirement Villages Act 1986 (Vic).
YTD
Year to date, representing the period from 1 April 2022 to 31
December 2022
43

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Appendix 2: Key risks
APPENDIX

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Key risks – important: please read
45
This section summarises the key risks that Ryman has identified in connection with the Offer. It is critical that you read thesecarefully because these risks may materially adversely affect the future operating and
financial performance of Ryman, and its share price.
Like any investment, there are risks associated with an investment in Ryman's shares. This section does not set out all of the risks related to an investment in Ryman shares, the future operating or financial
performance of Ryman, the Offer, or general market or industry risks. The summary of key risks set out below represent Ryman's current assessment of these risks, however that may change either during the
course of the Offer or following the Offer. Some risks may be unknown and other risks, currently believed to be immaterial, could turn out to be material. There is no certainty as to the severity or likelihood of
any such foreseen and unforeseen impacts arising nor whether any mitigating action will be effective or can be taken. Accordingly, the key risks that Ryman faces are inherently uncertain and will continue to
change.
In light of the current general macro-economic conditions (including rising levels of inflation and interest rates), the continuing impacts of Covid-19 (including supply-chain constraints, material and workforce
availability) and other significant events and conflicts around the world such as the ongoing conflict in Ukraine and the risk of increased hostilities involving Russia, extra caution should be taken when assessing
the risks associated with an investment in Ryman. Capital markets have seen equity securities suffer from spikes in volatility and significant, sudden price declines. Investors should be aware that the continuing
effect of Covid-19 on the global economy and actions taken in response by the New Zealand government, and other governments or regulators around the world, may have a material adverse effect on
Ryman, its financial performance and position, liquidity, financial condition and operations.
You should make your own assessment of the key risks set out in this section before deciding whether to invest (or invest further) in Ryman. You should also consider whether such an investment is suitable in light
of your individual risk profile, investment objectives and personal circumstances (including financial and taxation issues) and you are encouraged to consult with a financial or other professional adviser.
Property market
The value of occupation rights for units in Ryman's villages is correlated in part to the value of residential properties in thearea in which the relevant village is situated. There is current evidence of a downturn in
the property market in New Zealand and Victoria, and this downturn may impact the realisable sale price or resale price of occupation rights by Ryman in many of its villages. The downturn is expected to
impact the time to settle new occupation right transactions.
A reduction in demand relative to supply or a downturn may have a material impact on Ryman, including:
•it could result in a revaluation of the Ryman's property assets which weakens Ryman's balance sheet and have the potential toresult in Ryman breaching its bank or bond covenants. Factors affecting
property valuations include unit pricing, recycle profiling, contract types, growth rates, discount rates, terminal value, non-recoverable expenses/village outgoings and unsold (resale) stock. Ryman is
expecting greater volatility in valuations of its portfolio obtained by it in the current economic climate. Despite many years of increasing independently assessed valuations of Ryman villages, there is no
certainty that future valuations obtained (the next of which will be obtained as at 31 March 2023 for the purposes of Ryman'sfinancial reporting requirements) will continue to support the current valuation
levels. A reduction in these valuations would be recorded as an expense and adversely affect Ryman's reported financial performance. Such impacts on property valuations may also lead to variations in
the implied value of Ryman shares or the price at which Ryman shares trade, to the extent not already anticipated by the market

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Key risks
46
Property market (cont.)
•in a downturn in the property market prospective residents may refrain from (or have difficulty) selling their own houses or selling them at a sufficient price to enable them to acquire occupation rights to a unit
at a Ryman village. This could slow the rate of sales or settlement of occupation rights to new units (including potential cancellations of sales already made) and/or resales or settlement of occupation rights to
existing units, all of which could adversely impact Ryman's cash flow and fair value of investment property. Ryman records a realised fair value movement from sales and resales when a legally binding
contract with the resident is in place but does not receive the cashflow from receipt of the occupancy advance until settlement occurs (which is generally when a resident moves into Ryman
accommodation). Evidence of a downturn in the property market affecting Ryman is seen in recent sales transactions where, forthe second half of FY23, Ryman settlements of sales of new units and resales of
existing units are 0.7% and 1.3% higher respectively than the same period in the prior year. Part of this is due to the extendedtime that new residents are taking to sell their existing home as well as being due to
Ryman pausing some parts of construction at a number of villages in September 2022 to help manage cashflows. This ongoing pause in construction has reduced the number of units available for sale in FY23
compared to the number that would have been available if construction at all villages had continued throughout this period. Areduction in sales or resales of occupation rights will result in less capital being
provided to Ryman's business by way of interest free loan and will reduce the amount that may be recovered by Ryman in the future by way of deferred management fees. This is because Ryman's
Occupation Rights Agreements with residents for independent and serviced units provide for residents to pay this deferred management fee of up to a capped amount of their occupancy advance,
payment of which is set off against the repayment of occupancy advances in the future. Unsold units do not generate any returns to cover village cost or DMF, and may contribute to lower prices (see below)
or require higher rates of refurbishment, and
•thirdly, a fall in the broader property markets (and/or slower sales and increased stock), may impact the prices that Ryman achieves for its new villages and/or resales of its existing villages. There is also often a
material margin between the median house price in an area and the average occupancy advance for an independent or serviced unit at a Ryman village in that area (which is lower than that median
house price). In a falling property market this margin may be eroded, which may put negative pressure on prices and reduce proceeds compared to expectations. Should the market pricing result in increased
discounting on new sales that would reduce development margins and proceeds from new sales, and similarly on resales should thisresult in lower achieved pricing this would reduce resale margins. Should this
fall to a point where the resale price (less the cash DMF collected) is lower than the price the unit was previously sold for, t his would result in a net cash outflow from the business for resales.
The impact of a downturn in the property market will depend on both the extent of the downturn and the particular markets affected. For example, a downturn in the Auckland or Victoria property markets
(where Ryman has or will have many of its largest and highest-value villages, and a large portion of its near-term sales) would be expected to have a greater impact on Ryman's cash flows and revenue streams
than a downturn in a market where there are a smaller number of villages.
Ryman assumes an occupation term for each of its villages based upon its observed, historical average tenure across the portfoli o. If residents stay longer, that reduces the DMF accrued on the unit once the cap
on the DMF is reached, and delays the cash received for DMF and resale gains that is modelled by Ryman.
Ryman's ability to acquire new sites for villages and develop those villages is also influenced by Ryman's endeavours to recyclecapital from sales of units in developed villages. A downturn in a property market
affecting Ryman could slow Ryman's ability to recycle capital, which may impact on the timeframes for the acquisition and development of sites. Ryman's ability to acquire new sites for villages and develop
those villages is dependent on the availability of suitable sites to purchase. Potential sellers may be unwilling to sell in a depressed housing market. This may impede Ryman's growth strategy and its future financial
performance.
These factors, as well as the introduction of other supply in Ryman markets, could have a material adverse effect on Ryman.

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Key risks
47
Portfolio valuation risk
Valuations are a key input to Ryman's reported financial performance. ILUs and community facilities are revalued on a semi-annual basis and restated to fair value as determined by Ryman's board of directors
having taken into consideration the valuation reports produced by the independent registered valuers (currently CBRE Limited andJones Lang LaSalle). Any change in fair value is taken to the income
statement. All completed care facilities (resthomesand hospitals) included within the definition of freehold land and buildings are revalued to fair value based on independent valuation reports undertaken at
least every two years, unless there is sustained market evidence of a significant change in fair value. Ryman will be obtaining valuations of its investment property portfolio from both CBRE Limited and Jones
Lang LaSalle, and its completed aged care facilities from CBRE in connection with the preparation of the Ryman group financial s tatements for the year ending 31 March 2023. Valuations ascribed to any
property are influenced by a number of factors including supply and demand for property, general property market conditions, including prices of transactions in the market. Property values may change if the
underlying assumptions on which the property valuations are based differ in the future. In the current economic environment (SeeEconomic Conditions below) there is a likelihood that valuations are more
volatile than in recent years and may decrease, including in a material way. Ryman does not know the extent or direction in which valuations of its properties may move but will be reporting these movements
on or before 31 May 2023 as part of its usual financial reporting process. That information is not currently available to be considered as part of the Offer. There is a risk that any downward revaluations would
negatively affect Ryman's share price once released.
Any decreases in value of Ryman's portfolio of properties would have a negative impact on Ryman's income statement and net assets. A valuation fall could also impact the price at which Ryman would be
able to sell a property or site in the market (which may be significantly below the price paid for the property or current market values) and could affect Ryman's capacity to borrow or its ability to comply with
its banking covenants. A valuation fall in the market generally may impede Ryman's growth strategy and its future financial performance if the supply of suitable development sites reduces.
Construction
Ryman primarily manages most of the construction of its villages itself. As such, an inability to engage contractors on time andon acceptable terms could have some impact on Ryman's development
activities. An inability of Ryman or its contractors to obtain sufficient construction materials or fitoutfor Ryman developments may also impact Ryman's development activities. Ryman has experienced delays in
the construction schedule and some difficulty in the procurement of materials and equipment since the start of 2020 which hasdelayed some Ryman developments, which in turn delays resident 'move-ins'
and settlement. Ryman engages contractors to undertake much of the development work, and whilst it endeavours to negotiate contractual protections for it in these arrangements, it is reliant on the
performance of those contractors. Ryman is indirectly exposed to the risks that its contractors face including health & safety, staffing, industrial relations, materials and equipment delays and weather (including
any supply chain disruption that might arise as a result of the recent weather events in the upper North Island or any other weather events).
Construction risk affecting Ryman may also arise in other ways, including:
•a significant one-off event at a site causing a material delay in construction activities on the site (this could include a health, safety or wellbeing incident or other regulatory breach, or a severe weather
event, fire or similar event);
•consents to develop or complete construction of a new or existing village (including building consents, code compliance certificates and resource consents) taking longer to obtain than planned, resulting
in delays to the completion of construction;
•development cost overruns, project delays, poor quality designs, changes in residents' preferences, defects in tendering processes, government imposed lock-downs, labour shortage, issues with building
and supply contracts, inability to source equipment or materials, expected sales prices and timing of expected sales not being achieved; and/or
•if there are material and systemic issues with construction methods (such as arose in the case of 'leaky buildings')
Each of these individually or combined could adversely affect cash flows and delay revenues for Ryman, which in turn could impact on Ryman's ability to meet its debt repayment obligations or its bank and
bond covenants. These risks, if they were to eventuate, could also have a significant negative impact across the business, including management of operations with existing residents and new sales / resales
during any period of rectification.
A serious health, safety and wellbeing, regulatory or consent issue could result in a substantial delay to construction on a sit e (and has occurred in recent years at a Ryman village).
A high proportion of Ryman's construction activities are centred in Auckland and Victoria, meaning interruptions to constructionand/or supply of materials and equipment in these regions are likely to have a
greater impact on Ryman's financial performance than where other regions are impacted by a similar occurrence. This will depend,however, on where Ryman's construction sites are located at any relevant
time.

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Key risks
48
Funding and interest rates
Ryman is reliant upon continued external funding sources to support its business and execute on its strategy. Ryman's financial performance and ability to pay dividends may be negatively impacted by
increased interest rates or an inability to access external debt funding on commercially acceptable terms. Ryman's borrowingsare at a mix of interest rates, with approximately 50% of the debt subject to
hedging arrangements that effectively fix the interest rate for the hedged debt for approximately 2 years. The average interest rate for all of Ryman's bank and bond debt as at 31 January 2023 is 5.0%. This
may materially increase as current interest rate hedging arrangements mature and as interest rates change.
Upon completion of the Offer and the proposed repayment of the USPP notes, Ryman's debt maturities occur through to FY29, as shown on Slide 35 ('Debt maturity profile'). At the maturity of any of these
loans, there is no certainty the loan will be able to be refinanced on the same terms currently in place.
Ryman's debt facilities contain certain financial and operational covenants, including interest coverage ratio covenants, debt to equity covenants and guaranteeing group covenants. Any breach of banking
or bond covenants could result in the early enforced repayment of debt. Such repayment could incur capital losses if properties need to be sold in a short period or shareholders may be diluted if equity needs
to be raised at a large discount.
Economic conditions
Current economic conditions may adversely affect Ryman. A high inflation and high interest cost environment is expected to adversely affect Ryman's financial performance. There is no assurance that
inflation and interest rates will not continue to rise and remain high for a sustained period.
Ryman expects cost pressures in the retirement village and health sectors to continue in the medium term and has introduced areview of efficiency to consider potential cost savings throughout the
organisation. A failure to control costs could lead to reduced financial performance by Ryman.
In addition to rising expenses, the significant majority of Ryman's revenue is fixed for a long term, with fixed services to be provided in return by Ryman. This fixed revenue includes the deferred management
fee (which is capped as a percentage of the occupancy advance), the weekly fees payable for independent and serviced units (which are fixed for life) and government funding of care services (which is
based upon a fixed amount per resident, subject to means testing). Government funding of the sector has also reduced materially in real terms over recent years as a result of inflation and general cost
increases borne by operators, with a number of operators unable to continue to provide services economically and leaving thispart of the industry.
Ryman believes it is important to provide a full continuum of care services for residents but the lack of government funding makes this a constraint on the overall financial performance of the business. Earnings
from Ryman's care business are currently negative, primarily as a result of additional costs incurred to respond to the COVID-19pandemic, staffing costs generally and low levels of government funding.
There is no guarantee that the current levels of government funding will not decrease in real terms or that the conditions orservice scope attaching to funding will not become more onerous, including as a
result of a change of government which may occur in October 2023.
Although Ryman expects that demand for independent and serviced units as well as care beds may be influenced by a recessionary environment and a slowing property market, many prospective residents
decide to enter a Ryman village for social, health or other reasons that are not financial. Ryman expects demand to continue to be driven in part by demographic factors.

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Key risks
49
Reputation and care quality
Ryman has over 13,000 residents in its villages in New Zealand and Victoria, many of whom require a high level and quality ofcare.
Ryman provides aged care services to approximately 4,100 people. This type of care is more specialised and requires greater skil l and attention, reflecting a greater dependency by residents, which generates
increased risk of concerns arising.
Incidents of substandard care of a resident or improper conduct by a staff member may undermine the public's confidence in Ryman's ability to provide professional, high quality care to residents. Similarly, this
confidence could be negatively affected if a significant health, safety or wellbeing incident within a Ryman village resultedin harm to a resident or staff member.
In order for Ryman to suffer a material financial impact, the improper care or behaviour would generally need to be systemic,reflect a pattern or be egregious in nature, rather than isolated in nature.
A significant loss of confidence in Ryman could reduce demand for independent living units or spaces in care centres in Ryman's villages, causing a downturn in occupancy levels and in turn revenue from
fees. This could lead to a possible breach of Ryman's bank or bond covenants.
A particularly serious case of substandard care (or a pattern of substandard care) could result in the relevant member of theRyman group losing its certification to provide aged care under the Health and
Disability Services (Safety) Act 2001 (or the equivalent Australian legislation) or an adverse finding by another body havingoversight of Ryman's care practices including the Health and Disability Commissioner
or the Office of the Ombudsman.
Pandemic
The number of residents and nature of community living in aged care centres carries a risk that an outbreak of a pandemic (whether Covid-19 or another virus or disease) may adversely affect residents in one
or more Ryman villages. This is particularly acute where older persons are more susceptible to the relevant virus/disease. A greater level and proportion of care is offered in Ryman villages than by many other
operators, which exposes Ryman to this risk to a greater extent.
A pandemic affecting one or more Ryman care centres could require Ryman to establish alternative facilities to care for affectedResidents and/or result in increased staffing at these facilities, at increased
cost to Ryman. It could also cause a significant decline in new residents at affected care centres, with Ryman's costs of operating its care centres not reducing in line with any decline. A pandemic would also
expose Ryman to the possibility of further lockdowns, quarantines, travel restrictions, supply chain issues and difficulties in hiring and retaining skilled workers.
Any perception that Ryman or the wider aged care sector is inadequately caring for residents in a village affected by a pandemiccould reduce demand for aged care services and/or undermine
confidence in Ryman's ability to provide care to residents in the long term. This in turn may cause a significant reduction in demand to live in Ryman villages.
Government-imposed restrictions on the movement of people or operation of businesses (as seen in New Zealand and Victoria during2020 – 2022) could also delay the ability for prospective residents to visit
Ryman villages (delaying the sale of new occupation rights), new residents to move into Ryman villages and Ryman to complete developments on time and budget.

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Key risks
50
Workforce
As Ryman develops further villages and increases its construction activities, it requires an increasing number of employees in both its construction division and in its villages. Recruiting the number and quality of
employees with the relevant skills and qualifications that Ryman needs in these two areas has become increasingly difficult since COVID-19 pandemic restrictions adopted by many countries, including New
Zealand and Australia, imposed limitations on international travel. While it currently has sufficient people to safely run its operations, it is increasingly difficult and costly to recruit and retain staff in the current
environment. Ryman's increasing focus on specialist care, including dementia care, exacerbates this issue given the shortage of specialist care givers.
An inability to recruit and retain sufficient quality and experienced employees in Ryman's construction and village teams could impede Ryman's ability to develop new and existing villages within its intended
timeframes or to operate care facilities as Ryman expands.
Ryman has a large workforce that operates with shift work in many areas and relies on a number of staff that do not work fixed hours. These factors have generally been found to increase the risk of potential
underpayment under the Holidays Act 2003 in New Zealand. This issue is not particular to Ryman but has been experienced across awide range of employers in different sectors. In 2018 Ryman entered into an
enforceable undertaking with the Ministry of Business, Innovation and Employment (MBIE) under which Ryman was to, among otherthings, undertake an extensive review of records for all current and past
employees from 10 May 2010 to determine certain matters associated with holiday pay. (Although initially required by 31 July 2018, Ryman agreed an extension to this date to this with MBIE but has been
disrupted due to COVID-19 delays. Ryman continues to liaise with MBIE about the timing for completion of this work which remainsoutstanding but is a priority item for the Board to address. An internal project
group is working with consultants and has a follow-up meeting scheduled with MBIE to review progress on 21 February 2023.) The extent of any underpayment is not known, cannot be quantified at this stage
but may, once known, be material; although once a final calculation is agreed the risk of material impact is significantly reduced by an existing financial provision of $2 million dollars (based on a 2018
calculation / estimate). Any historical underpayment could adversely affect Ryman's reputation as an employer, lead to significant additional administrative costs and/or impact Ryman's financial
performance.
A significant proportion of Ryman's current care staff come from overseas. Ryman is susceptible to changes in government immigration policy in both New Zealand and Australia, which is beyond Ryman's
control. If increased restrictions were imposed on the ability for overseas people to work in New Zealand or Victoria, this could exacerbate a skills shortage in the construction and/or care areas.
Events that result in border closures or restrictions (including due to a pandemic such as Covid-19) may limit the number of potential overseas-trained staff available for Ryman to recruit as Ryman requires.
Either situation could have an adverse impact on Ryman's cashflows and revenues due to slower construction activity, or an inability to open or operate care centres.
Natural events, seismic risks and climate change
Ryman's operations and financial position could be materially adversely impacted by any significant damage or destruction to itsproperties, including by way of weather, flooding, seismic event, or other
natural disaster. There is no guarantee that Ryman would obtain full recovery under its insurance policies for losses suffered to its buildings or business operations or that reimbursement will be received in a
timely manner.
Eight of Ryman's villages in the upper North Island, and some residents, were adversely affected by rain, flooding or slips in January 2023. Damage included flooding in 19 units across 3 villages and leak
impacts on a further 25 units that will require remediation work. The damage was not material to Ryman but was disruptive to residents and staff. The flooding also affected the ability of many of Ryman's staff
to get to work and increased costs for Ryman to continue operations in a safe way. Although this flooding event involved whathas been reported as one of the wettest days on record for Auckland, flooding
that adversely affects Ryman could become more significant and/or frequent in the future.
None of Ryman's properties have been notified to Ryman by a territorial authority in New Zealand as being potentially "earthquake prone" (being a New Building Standard (NBS) rating of less than 34%). Ryman
plans to undertake further studies based on risk assessment of assets in key seismic zones but is not currently aware of any seismic strengthening work required on any of its buildings. However, any required
works will only be able to be determined if further engineering work is commissioned and undertaken for all properties. The Board continues to monitor the compliance of its buildings with required standards
and is kept informed of the results of all seismic engineering assessments that are undertaken by Ryman. In addition, the process undertaken and standards which are applied in seismic assessments evolve
over time as the engineering profession's understanding of seismic events develops. This means that the outcome of seismic assessments may be subject to change over time. Changes to seismic requirements,
or the interpretation and application of existing seismic standards, or changes in science and knowledge relating to earthquakesand the performance of buildings or geotechnical conditions could result in
Ryman's buildings no longer meeting the minimum seismic standards. This could result in significant costs if Ryman is required to carry out seismic strengthening works on its buildings.
Ryman may also be exposed to risks relating to climate change, both by way of physical risks to its property assets and potential risks associated with a transition to a low carbon economy.

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Key risks
51
Data breach / cyber security
Ryman's IT systems hold confidential personal information about residents. Ryman takes security of this information very seriously. However, data held by Ryman may be accessed or used in an unauthorised
manner, including due to a cyber-attack. The frequency and sophistication of cyber-attacks on businesses is growing. If Ryman suffered a major cyber-attack or data security breach, Ryman's reputation could
be damaged – which could lead to a loss of confidence of residents, an inability to attract new residents, and a corresponding loss in revenue. Ryman may also incur fines, penalties or claims as a result of any
privacy breach.
Regulatory change
Ryman operates in a highly regulated industry, particularly in care, where ongoing compliance is vital from both a legal and reputational perspective. Breaches of relevant legal requirements could lead to
loss of certification or registration which would prevent the relevant village from continuing to operate. Future regulatory changes to the retirement village or aged care industry or public review of industry
practices may also have an adverse impact on Ryman. While it is not possible to predict the scope or extent of future regulatorychanges, they could lead to material increased costs from additional
consumer protection requirements or restrictions on the ability to earn revenue and generate sustainable cash flows. Changes to the entry and exit payment mechanisms from those currently prescribed could
also adversely impact cash flow.
Investment in equity capital
There are general risks associated with investments in equity capital. In recent times the trading price of Ryman's ordinary shares on NZX has fluctuated materially. Fluctuations can occur for many reasons,
including as a result of movements in equity capital markets in New Zealand and internationally. No assurances can be given thatthe New Shares will trade at or above the Offer Price. None of Ryman, its
directors, the underwriters, joint lead managers or any other person guarantees the market performance of the New Shares.

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Appendix 3: International
offer jurisdictions
APPENDIX

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International Offer Jurisdictions
53
International Offer Restrictions
This presentation does not constitute an offer of entitlements (Entitlements) or new ordinary shares (New Shares) of Ryman inany jurisdiction in which it would be unlawful. In particular, this
presentation may not be distributed to any person, and the Entitlements and New Shares may not be offered or sold, in any country outside New Zealand or except to the extent permitted below.
Australia
The offer of New Shares under the Offer is being made in Australia in reliance on the Australian Securities and Investments Commission Corporations (Foreign Rights Issues) Instrument 2015/356 or
otherwise to persons to whom the Offer can be made without a formal disclosure document under Chapter 6D of the Australian Corporations Act 2001 (Cth) (Corporations Act). This presentation is
not a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act. Accordingly, this presentation is not required to, and does not, contain
all information which a prospective investor may require to make a decision whether to subscribe for New Shares and which would otherwise be required by Australian law to be disclosed in a
prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act. This presentation may contain references to dollar amounts which are not
Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with investment in foreign currency
denominated investments and does not address Australian tax issues. Ryman is a company which is incorporated in New Zealand and the relationship between it and investors will be largely
governed by New Zealand law. This document has not been, and will not be, lodged or registered with the Australian Securitiesand Investments Commission or the Australian Securities Exchange
and Ryman is not subject to the continuous disclosure requirements that apply in Australia. Prospective investors should not construe anything in this presentation as legal, business or tax advice not
as financial product advice for the purposes of Chapter 7 of the Corporations Act.
Bermuda
The Company, this presentation and the New Shares offered hereby have not been, and will not be, registered under the laws and regulations of Bermuda, nor has any regulatory authority in
Bermuda passed comment upon or approved the accuracy or adequacy of this document. No offer or invitation to subscribe for the Shares will be made to the public in Bermuda. Non–Bermudian
persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do so under applicable Bermuda legislation. Engaging in the activity of offering the
New Shares in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda. The Shares may be offered orsold in Bermuda only in compliance with the provisions of the
Investment Business Act of 2003 (as amended) of Bermuda, which regulates the sales of securities in Bermuda. No invitation isbeing made to persons resident in Bermuda for exchange control
purposes to subscribe for any of the New Shares.
Canada
This presentation constitutes an offering of Entitlements and New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be
lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This presentation is not, and under no circumstances is to be construed as, an advertisement or a public
offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accreditedinvestors" within the meaning of National Instrument 45-106 –
Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) (collectively "NI 45-106").
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this presentation, the merits of the Entitlements or the New Shares or the offering of such
securities and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of Entitlements or New Shares or the resale of such securities. Any person in the Provinces lawfully participating in
the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province.
Furthermore, any resale of the Entitlements or New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in
accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as
a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.

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International Offer Jurisdictions
54
Canada (cont.)
Ryman as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Ryman or its
directors or officers. All or a substantial portion of the assets of Ryman and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Ryman
or such persons in Canada or to enforce a judgment obtained in Canadian courts against Ryman or such persons outside Canada.
Unless stated otherwise, all dollar amounts contained in this presentation are in New Zealand dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may haveatlaw, rights of rescission or to damages, or both, when an offering
memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defensescontained in
applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult
with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of Entitlements or New Shares purchased
pursuant to this presentation (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined inNI45-106), (b) the Business Development Bank of Canada or (c) a
subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, exceptthe voting securities required by law to be owned by the directors of that
subsidiary) shall have a statutory right of action for damages and/or rescission against Ryman if this presentation or any amendment thereto contains a misrepresentation. If a purchaser elects to
exercise the right of action for rescission, the purchaser will have no right of action for damages against Ryman. This right of action for rescission or damages is in addition to and without derogation
from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that,if this presentation contains a misrepresentation, a purchaser who
purchases the Entitlements or New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a
right of action for damages or, alternatively, may elect to exercise a right of rescission against Ryman, provided that:
a)Ryman will not be liable if it proves that the purchaser purchased such securities with knowledge of the misrepresentation;
b)in an action for damages, Ryman is not liable for all or any portion of the damages that Ryman proves does not represent the depreciation in value of the New Shares as a result of the
misrepresentation relied upon; and
c)in no case shall the amount recoverable exceed the price at which such securities were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
a)in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
b)in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years
after the date of the transaction that gave rise to the cause of action.
These rights are in addition to and not in derogation from any other right the purchaser may have.
Certain Canadian income tax considerations. Prospective purchasers of the Entitlements and New Shares should consult their own tax adviser with respect to any taxes payable in connection with
the acquisition, holding, or disposition of the New Shares as any discussion of taxation related matters in this presentationis not a comprehensive description and there are a number of substantive
Canadian tax compliance requirements for investors in the Provinces.

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International Offer Jurisdictions
55
Canada (cont.)
Language of documents in Canada. Upon receipt of this presentation, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any
way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réceptionde cedocument, chaque
investisseurcanadienconfirmepar les présentesqu’ila expressémentexigéque tousles documents faisantfoiouse rapportantde quelquemanière que cesoità la vente des valeursmobilières
décritesaux présentes(incluant, pour plus de certitude, touteconfirmation d’achatoutout avis) soientrédigésenanglaisseulement.
Cayman Islands
Ryman is not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this presentation does not constitute an offer to members of the public
of the Entitlements or New Shares, whether by way of sale or subscription, in the Cayman Islands. The Entitlements and New Shares have not been offered or sold, and will not be offered or sold and
no invitation to subscribe for our Entitlements and New Shares, will be made, directly or indirectly, to members of the public in the Cayman Islands.
Denmark
The Entitlements and New Shares are only addressed to, and directed at, persons in Denmark who are “qualified investors” (“Quali fied Investors”) within the meaning of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 (including any relevant delegated regulations) (the “Prospectus Regulation”). The information furnished in the presentation must not be
acted on or relied upon in Denmark by persons who are not Qualified Investors. Any investment or investment activity to whichth e presentation relates is only available to, and will only be
engaged with, Qualified Investors in Denmark.
The Entitlements and New Shares are made in accordance with one or more exemptions from the requirement to publish a prospectus pursuant to the Prospectus Regulation. This presentation
does not constitute a prospectus pursuant to the Prospectus Regulation or any Danish law and has not been filed with or approvedby the Danish Financial Supervisory Authority as this presentation
has not been prepared pursuant to the Prospectus Regulation.
European Union (including Germany, Luxembourg, Spain, Netherlands)
This presentation has not been, and will not be, registered with or approved by any securities regulator in the European Union, including Germany, Luxembourg, Spain or Netherlands. Accordingly,
this presentation may not be made available, nor may the Entitlements or the New Shares be offered for sale, in the European Union (including Germany, Luxembourg, Spain or Netherlands)
except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus
Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Entitlements and New Shares in the European Union (including Germany, Luxembourg, Spain and the Netherlands) is
limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
France
The Entitlements and New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to thepublic in France other than to "qualified investors" as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
This presentation and any other offering material relating to the Entitlements or New Shares have not been, and will not be, submitted to the Autoritédes marchésfinanciers ("AMF") for approval in
France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.
Any offer or transfer of the New Securities or distribution of offer documents has only been and will only be made in France in accordance with Articles L. 411-1 and L. 411-2 of the French Monetary
and Financial Code.

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International Offer Jurisdictions
56
Hong Kong
WARNING: This presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has
it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been
taken in Hong Kong to authorise or register this presentation or to permit the distribution of this presentation or any documents issued in connection with it. Accordingly, the Entitlements and the
New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has beenor will be in the possession of any person for the purpose of issue, in
Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of HongKong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Entitlements or the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the
SFO and any rules made under that ordinance). No person allotted Entitlements or New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong
Kong within six months following the date of issue of such securities.
The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the
contents of this presentation, you should obtain independent professional advice.
Japan
The Entitlements and the New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948), as
amended (the "FIEA") pursuant to an exemption from the registration requirements applicable to a private placement of securitiesto Qualified Institutional Investors (as defined in and in
accordance with Article 2, paragraph 3 of the FIEA and the regulations promulgated thereunder). Accordingly, the Entitlementsand the New Shares may not be offered or sold, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Quali fied Institutional Investor who acquires Entitlements or New Shares may not
resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of Entitlements or New Shares is conditional upon the execution of an agreement
to that effect.
Norway
This presentation has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this presentation shall
not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The Entitlements and the New Shares may not be offered or sold, directly or indirectly, in Norway except to "qualified investors" (as defined in the Prospectus Regulation 2017/1129 Article 2(e), cf.
the Norwegian Securities Trading Act of 29 June 2007 no. 75 Section 7-1 and including non-professional clients having met the criteria for being deemed to be professional and for which an
investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).
Singapore
This presentation and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodgedor registered as a prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly, this presentation and any other document or materials in connection with the offer or sale,or invitation for subscription or purchase, of Entitlements and New
Shares, may not be issued, circulated or distributed, nor may the Entitlements or the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the
"SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This presentation has been given to you on the basis that you are (i) an existing holder of Ryman’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as
defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please returnthis presentation immediately. You may not forward or circulate this
presentation to any other person in Singapore.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
International Offer Jurisdictions
57
Singapore (cont.)
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be
applicable to investors who acquire Entitlements or New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply
accordingly.
Sweden
This presentation has not been, and will not be, registered with or approved by the Swedish Financial Supervisory Authority (Sw.Finansinspektionen) (the "SFSA"). Accordingly, this presentation may
not be made available, nor may the Entitlements and New Shares be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC. Any offering of Entitlements or New Shares in Sweden is limited to personswho are "qualified investors" (as defined in the Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities areof fered to the public or admitted to trading on a regulated market,
and repealing Directive 2003/71/EC). Only such investors may receive this presentation and they may not distribute it or the information contained in it to any other person.
Switzerland
The offering of the Entitlements and New Shares in Switzerland is exempt from requirement to prepare and publish a prospectusunder the Swiss Financial Services Act ("FinSA") because such
offering is made to professional clients within the meaning of the FinSAonly and the Entitlements and New Shares will not be admitted to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. This presentation does not constitute a prospectus or a similar communication pursuant to the FinSA, art. 652a, or art. 752 of the Swiss Code of Obligations (in its version
applicable during the transitory period after entering into force of FinSAon January 1, 2020) or a listing prospectus within the meaning of art. 27 et seqq. of the SIX Listing Rules (in their version
enacted on January 1, 2020, and to be applied during the transitory period), and no such prospectus has been or will be preparedfor or in connection with the offering of the Entitlements and
New Shares.
United Arab Emirates (excluding Dubai International Financial Centre and Abu Dhabi Global Market)
Neither this presentation nor the Entitlements or the New Shares have been approved or passed on in any way by the Emirates Securities and Commodities Authority ("ESCA") or any other
governmental authority in the United Arab Emirates. Ryman has not received authorisation or licensing from the ESCA or any othergovernmental authority to market or sell the Entitlements or the
New Shares within the United Arab Emirates. This presentation does not constitute, and may not be used for the purpose of, anof fer of securities in the United Arab Emirates. No services relating to
the Entitlements or the New Shares, including the receipt of applications, may be rendered within the United Arab Emirates. No offer or invitation to subscribe for Entitlements or New Shares is valid,
or being made to any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.
United Kingdom
Neither the information in this presentation nor any other document relating to the offer has been delivered for approval to theFinancial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been publi shed or is intended to be published in respect of the Entitlements
or the New Shares.
This presentation is issued on a confidential basis to "qualified investors" (within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129) in the United Kingdom, and the Entitlements
and the New Shares may not be offered or sold in the United Kingdom by means of this presentation, any accompanying letter orany other document, except in circumstances which do not
require the publication of a prospectus pursuant to section 86(1) of the FSMA. This presentation should not be distributed, published or reproduced, in whole or in part, nor may its contents be
disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Entitlements or the New Shares has
only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the
FSMA does not apply to Ryman.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
International Offer Jurisdictions
58
United Kingdom (cont.)
In the United Kingdom, this presentation is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO"), (ii) who fall within the categories of persons referred to in Article
49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise belawfully communicated (together "relevant persons"). The investments
to which this presentation relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person
should not act or rely on this presentation or any of its contents.
United States
This presentation is not for distribution or release in the United States.
This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The
Entitlements and New Shares have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be
offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person i n the United States, except in transactions exempt from, or not subject to,
registration under the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
In particular, the Entitlements may not be purchased or otherwise acquired by persons that are in the United States or that are acting for the account or benefit of persons in the United States (to
the extent such persons are acting for the account or benefit of persons in the United States). In addition, the Entitlementsmay not be exercised by, and the New Shares may not be offered or sold
to, any person in the United States or any person acting for the account or benefit of any person in the United States, otherth an certain eligible institutional shareholders and institutional investors as
part of a concurrent U.S. private placement to be conducted separately by Ryman. Outside the United States, the Entitlements mayonly be exercised, and the New Shares may only be offered
and sold, in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S underthe U.S. Securities Act.

---

Pro Rata Accelerated
Renounceable
Entitlement Offer
RYMAN HEALTHCARE LIMITED
Go to ryman.capitalraise.co.nz for more
information and to apply.
This is an important document. You should read the whole
document before deciding what action to take with your
Entitlements. If you have any doubts as to what you should
do, please consult your broker, financial, investment or other
professional adviser.
This Offer Document may not be distributed outside New
Zealand or Australia, except to certain institutional and
professional investors in such other countries and to the
extent contemplated in this Offer Document.
NOT FOR DISTRIBUTION OR RELEASE
IN THE UNITED STATES
15 February 2023

01
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
Contents
Important Information02
Chair's letter06
PART 1: Key Details08
PART 2 : Key Dates12
PART 3 : Actions to be taken by Eligible Shareholders14
PART 4 : Terms of the Offer18
PART 5 : Glossary36
PART 6: Directory41

02
RYMAN HEALTHCARE LIMITED
Important Information
General information
This Offer Document has been prepared by Ryman
Healthcare Limited (Ryman) in connection with a fully
underwritten 1 for 2.81 pro rata accelerated entitlement
offer of New Shares with Retail Entitlements trading
on the NZX Main Board.
The Offer is made in New Zealand pursuant to the
exclusion in clause 19 of Schedule 1 of the New Zealand
Financial Markets Conduct Act 2013 (the FMCA).
The offer of New Shares under the Offer is being
made in Australia in reliance on the Australian
Securities and Investments Commission Corporations
(Foreign Rights Issues) Instrument 2015/356 or
otherwise to persons to whom the Offer can be made
without a formal disclosure document under Chapter
6D of the Australian Corporations Act 2001 (Cth)
(Corporations Act).
This Offer Document is not a product disclosure
statement or prospectus for the purposes of the
FMCA or the Corporations Act or any other law, has
not been lodged with the Financial Markets Authority
or Australian Securities and Investments Commission,
and does not contain all of the information that an
investor would find in a product disclosure statement
or prospectus or which may be required to make an
informed decision about the Offer or Ryman.
Further important information
A presentation titled "Capital structure and entitlement
offer investor presentation" providing further important
information in relation to Ryman and the Offer has been
published by Ryman on 15 February 2023 (the Investor
Presentation). A copy of the Investor Presentation and
other important information released on 15 February
2023, as well as other publicly available information
referred to in this Offer Document, are available at
www.nzx.com under the ticker code "RYM".
The Investor Presentation includes details of the
rationale for the Offer. It also provides a trading update
and explains in more detail the expected impact of the
Offer, including a non-exhaustive summary of certain
key risks associated with Ryman and the Offer.
You should read the Investor Presentation in full, as it
contains important information to assist you in making
an investment decision in respect of the Offer. In
particular, you should read and consider Appendix 2
of the Investor Presentation ("Key Risks") before making
an investment decision.

03
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
Additional information available
under Ryman’s continuous
disclosure obligations
Ryman is subject to continuous disclosure obligations
under the NZX Listing Rules which require it to notify
certain material information to NZX. Market releases
by Ryman are available at www.nzx.com under the
ticker code “RYM”.
Ryman recommends that you read its market releases
lodged with NZX, including its market announcements
(together with the materials attached to those
announcements) regarding:
• The announcement and Investor Presentation
released on 15 February 2023 (relating to Ryman’s
capital structure and the Offer);
• Ryman’s half year report and results presentation
for the six months ended 30 September 2022
released on 2 December 2022 and 18 November
2022 respectively;
• Ryman’s most recent annual report and annual
results presentation for the year ended 31 March
2022 released on 17 June 2022 and 20 May 2022
respectively; and
• the investor day and village tour presentation
released on 17 October 2022.
Ryman may, during the period of the Offer, make
additional releases to NZX. Shareholders should
monitor Ryman’s market announcements during the
period of the Offer. To the maximum extent permitted
by law, no release by Ryman to NZX will permit an
applicant to withdraw any previously submitted
application without Ryman’s prior written consent.
Market risk
The market price for the Shares may change materially
between the date the Offer opens, the date you apply
for New Shares under the Offer, and the date on which
New Shares are allotted to you. This is particularly
the case given the wide fluctuations and volatility in
the share prices for many listed companies in recent
times due to the continuing impacts of Covid-19 and
of supply-chain constraints, material availability,
inflationary pressures, interest rate changes and other
significant events and conflicts around the world. There
is no certainty that this recent volatility will not continue
or worsen, which could have a materially adverse
impact on the share price for Ryman.
Accordingly:
• the price paid for New Shares under the Offer
may be higher or lower than the price at which
Shares are trading on the NZX Main Board at the
time New Shares are issued under the Offer;
• the market price of Shares following allotment
may be higher or lower than the Offer Price; and
• it is possible that up to or after the Retail Settlement
Date, you may be able to buy Shares at a lower price
than the Offer Price.
Any changes in the market price of Shares will not
affect the Offer Price.
If you have any doubts as to what you should do,
please consult your broker, financial, investment
or other professional adviser.
Withdrawal and date changes
Subject to compliance with all applicable laws, Ryman
reserves the right at its absolute discretion to:
• withdraw all or any part of the Offer (either generally
or in particular cases) (for example, the Institutional
Entitlement Offer could proceed but the Retail
Entitlement Offer could be withdrawn) and the
issue of New Shares under the Offer; and/or
• alter any dates set out in this Offer Document.
Forward-looking statements
This Offer Document contains certain forward-looking
statements such as indications of, and guidance on,
future earnings and financial position and performance.
Forward-looking statements can generally be identified
by use of words such as 'approximate', 'project',
'foresee', 'plan', 'target', 'seek', 'expect', 'aim', 'intend',
'anticipate', 'believe', 'estimate', 'may', 'should', 'will',
'objective', 'assume', 'guidance', 'outlook' or similar
expressions. This also includes statements regarding
the timetable, conduct and outcome of the Offer and
the use of proceeds thereof, statements about the
plans, targets, objectives and strategies of Ryman
and statements about the future performance
of and outlook for, Ryman's business, including
Ryman's development pipeline, Ryman's guidance
and outlook for FY24 and statements in respect of
Ryman's outstanding debt. Any indications of, or
guidance or outlook on, future earnings or financial
position or performance and future distributions are
also forward-looking statements. All such forward-
looking statements involve known and unknown risks,
significant uncertainties, judgements, assumptions,
contingencies, and other factors, many of which are
outside the control of Ryman, are difficult to predict,
and which may cause the actual results or performance
of Ryman to be materially different from any future
results or performance expressed or implied by such
forward-looking statements.
IMPORTANT INFORMATION

04
RYMAN HEALTHCARE LIMITED
Such forward-looking statements speak only
as of the date of this Offer Document. Except as
required by law or regulation (including the NZX
Listing Rules), Ryman undertakes no obligation
to provide any additional information or update
these forward-looking statements for events or
circumstances that occur subsequent to the date
of this Offer Document or to update or keep current
any of the information contained herein.
Any estimates or projections as to events that may
occur in the future (including projections of occupancy,
cashflow, DMF, RAD, sales, revenue, profit, underlying
profit, dividends, development margin, expenses,
earnings, assets, liabilities and performance) are
based upon the best judgement of Ryman from the
information available as of the date of this Offer
Document. A number of factors could cause actual
results or performance to vary materially from the
estimates, projections or outlook statements.
Investors are strongly cautioned not to place undue
reliance on any forward-looking statements, such
as indications of, and guidance on, future earnings
and financial position and performance.
Offering restrictions
This Offer Document is intended for use only in
connection with the Offer to Eligible Shareholders
and Eligible Purchasers of Entitlements.
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which,
or to any person to whom, it would not be lawful to
make such an offer, advertisement or invitation.
This Offer Document may not be sent or given to
any person outside New Zealand or Australia in
circumstances in which the Offer or distribution of this
Offer Document would be unlawful. The distribution
of this Offer Document (including an electronic copy)
outside New Zealand and Australia may be restricted
by law. In particular, this Offer Document may not be
distributed to any person, and the Entitlements and
the New Shares may not be offered or sold, in any
country outside New Zealand or Australia except
to the extent permitted in this Offer Document or
as Ryman may otherwise determine in compliance
with applicable laws.
Neither this Offer Document nor any Acceptance
Form may be released or distributed in the United
States. This Offer Document and any Acceptance
Form do not constitute an offer to sell, or the solicitation
of an offer to buy, any securities in the United States or
in any jurisdiction in which such an offer would be illegal.
The Entitlements and the New Shares have not been,
and will not be, registered under the U.S. Securities Act
or the securities laws of any state or other jurisdiction
of the United States, and may not be offered or sold,
directly or indirectly, in the United States, except
in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act
and the applicable securities laws of any state or other
jurisdiction of the United States.
Further details on the offering restrictions that apply
are set out in Part 4: Terms of the Offer.
Investors should note that while Retail Entitlements will
be tradeable on the NZX Main Board, the assignment,
transfer and exercise of Retail Entitlements trading
on the NZX Main Board will be restricted to persons
meeting certain eligibility criteria, as set out in Part 4:
Terms of the Offer. It is the responsibility of purchasers
of Retail Entitlements (and any broker, nominee or
custodian acting on their behalf) to inform themselves
of the eligibility criteria for exercise. In particular,
persons in the United States and persons acting for
the account or benefit of persons in the United States
(to the extent such persons are acting for the account
or benefit of persons in the United States) will not be
eligible to purchase or trade Retail Entitlements or to
take up New Shares for the Retail Entitlements they
acquire. If holders of Retail Entitlements at the end
of the Retail Entitlements trading period do not meet
the eligibility criteria, they will not be able to exercise
the Retail Entitlements. In the event that holders are
not permitted to exercise their Retail Entitlements,
they will receive no value for them.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure
to comply with such restrictions may contravene
applicable securities law. Each of Ryman, the
Underwriters and the Joint Lead Managers and their
respective affiliates disclaim all liability in respect of
any such contravention by any other person.
Decision to participate in the Offer
The information in this Offer Document does not
constitute a recommendation to acquire or invest in
New Shares and is not financial product advice to you
or any other person. This Offer Document has been
prepared without taking into account your investment
objectives, financial or taxation situation or particular
needs or circumstances.
Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Ryman (including
the summary of key risks in Appendix 2 of the Investor
Presentation ("Key Risks")), and consider whether
such an investment is suitable for you having regard
to publicly available information (including the Investor
Presentation and Ryman's other market releases

05
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
lodged with the NZX), your personal circumstances
and following consultation with a financial or other
professional adviser. Please read this Offer Document
carefully and in full before making that decision.
No guarantee
No person named in this Offer Document (nor
any other person) guarantees the New Shares to
be issued pursuant to the Offer or warrants the
future performance of Ryman or any return on any
investment made pursuant to this Offer Document.
Privacy
Any personal information you provide in your
Application will be held by Ryman and/or the
Registrar at the addresses set out in Part 6: Directory.
Ryman and/or the Registrar may store your personal
information in electronic format, including in online
storage on a server or servers which may be located
in New Zealand or overseas. The information will
be used for the purposes of administering your
investment in Ryman.
This information will only be disclosed to third parties
with your consent or if otherwise required or permitted
by law. Under the New Zealand Privacy Act 2020 and
the Australian Privacy Act 1988 (Cth), you have the right
to access and correct any personal information held
about you.
Enquiries
Any questions about the Offer can be directed to
an NZX Firm or your financial or other professional
adviser. If you are an Eligible Shareholder or an
Eligible Purchaser of Entitlements and have any
questions about the number of New Shares shown
in the “Acceptance Form” section of the Offer
Website or how to make an Application, please
contact the Registrar whose contact details are
set out in Part 6: Directory.
Times, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates
in New Zealand, all references to currency are to
New Zealand dollars, and all references to applicable
statutes and regulations are references to New Zealand
statutes and regulations.
Defined terms
Capitalised terms used in this Offer Document have
the meanings given in Part 5: Glossary.
IMPORTANT INFORMATION

06
RYMAN HEALTHCARE LIMITED
15 February 2023
Dear Ryman shareholder,
Ryman is raising NZ$902 million through
a 1 for 2.81 accelerated pro rata entitlement
offer of new ordinary shares.
The purpose of the Offer is to reset our capital
structure, provide funds to strengthen our balance
sheet through the repayment of debt and better
enable us to execute our growth framework.
As a Board, we remain committed to our purpose
of enhancing freedom, connection and well-being
for people as we grow older. In conjunction with this,
we have significantly enhanced our focus on our
growth framework and will be aligning our measures
of success to improved value creation in the future.
After almost 40 years, our strong market
presence as the largest retirement village operator
in New Zealand is now complemented by our growing
presence in Victoria, Australia, where we have some
two billion dollars of assets. We provide homes for more
than 13,000 residents across 45 high quality villages
in high value locations. Our team of 7,100 staff are very
proud of the premium level care we provide and the
exceptional resident experience in our villages.
An ageing demographic provides a strong backdrop
for potential future growth. Since the start of FY18,
we invested over $3.9 billion into our portfolio,
delivering more than 2,699 independent living units
and 1,018 new care beds for residents. During this
period we also invested in new sites for our landbank,
which provides a platform for growth. We currently have
15 villages under construction and 6,710 units in our
current land bank.
This recent period of accelerated investment, where
investing cash flows exceeded operating cash flows,
has resulted in elevated levels of debt. Resetting our
capital structure with new equity through this Offer
will allow us to repay debt. To provide additional
balance sheet support, the Board has determined
that no final dividend will be paid for FY23F. The
Board expects, subject to satisfactory trading
performance and market conditions, to resume
paying dividends in FY24F.
We are focused on future cash flow generation
and value creation as we seek to grow our business
to improve financial performance and per share
financial returns, while maintaining the high standard
of care we are known for – care that is ‘Good Enough
for Mum or Dad’.
In the near-term, we are shifting the focus of our
development pipeline to lower density townhouse
style villages that have an improved cash flow profile.
We are also seeking to grow our portfolio in a way that
delivers better returns from our existing villages.
Future developments will be more weighted toward
independent living units, enabling us to retain our
focus on providing a continuum of care for our
residents, while right-sizing Ryman’s care offering
to maximise returns.
On the operating side of our business, we have
specific strategies in place that aim to improve resident
experience and improve returns for all shareholders.
Under the Offer, Eligible Retail Shareholders are
being invited to subscribe for new shares, at an Offer
Price of $5.00 per New Share. This is the same price
which shares are being offered to Eligible Institutional
Shareholders. You can choose to take up your
Entitlements in whole or in part or not at all.
Importantly, the Board has structured the Offer with
a view to maximising fairness for all shareholders.
Eligible Retail Shareholders, will have the ability to
apply for Additional New Shares if they take up their
Retail Entitlements in full, and may also sell their
Retail Entitlements on the NZX Main Board.
The Offer is open to Eligible Shareholders in
New Zealand, Australia and a selected number of other
jurisdictions. Information about the Offer, including on
the eligibility criteria and how to participate, is set out
in this Offer Document.
Chair’s letter
Claire Higgins
INTERIM CHAIR

07
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
co-founder Mr Kevin Hickman (Hickman Family Trust)
have pre-committed to subscribe for $2 million worth
of New Shares in the Offer. Mr Geoffrey Cumming, a
long-standing significant shareholder and a director,
has pre-committed to subscribe for, through his
personal holding company, $25 million of New Shares
in the Offer. Each of those shareholders has the right
to apply for further New Shares in accordance with
the terms of the Offer.
We thank you for your continued support and invite
you to consider this opportunity.
Yours sincerely
Claire Higgins
INTERIM CHAIR
This Offer Document should be read together with
the Investor Presentation and our other market
releases which are available at www.nzx.com under
the ticker code “RYM”. These documents contain
important information about Ryman and risks
associated with an investment in Ryman.
We encourage you to read this Offer Document
and the Investor Presentation carefully, ensure your
contact information is up to date, and importantly,
seek independent financial advice where further
support is required.
Ryman is now an established trans-Tasman
business, with a compelling retirement village
living and aged-care proposition in both markets.
With an improved balance sheet, much greater
focus on capital discipline, a refreshed leadership
team and a newly focused approach to development,
we believe we are well placed to take advantage
of the opportunities in our business.
Reflecting their commitment to Ryman, we are pleased
to confirm that all directors of the company intend
to participate in the Offer. Interests associated with
CHAIR'S LETTER

08
RYMAN HEALTHCARE LIMITED
PART 1
Key Details
IssuerRyman Healthcare Limited
The Offer A pro rata accelerated entitlement offer of 1 New Share for every 2.81 Existing
Shares held as at the Record Date (being 5.00pm on 17 February 2023),
with Retail Entitlements trading on the NZX Main Board.
Offer Price NZ$5.00 per New Share
Existing Shares
currently on issue
507,165,540 Existing Shares
Approximate
number of New
Shares being offered
180.5 million New Shares
Offer size The amount to be raised under the Offer is approximately NZ$902 million.
New SharesThe same class as (and ranking equally with) Existing Shares.
EntitlementsEligible Shareholders are entitled to subscribe for 1 New Share for every 2.81 Existing
Shares held as at the Record Date at the Offer Price. Fractional entitlements will be
rounded down to the nearest New Share.
Eligible Shareholders may take up all or some or none of their Entitlements. Eligible
Retail Shareholders also have the option to sell or transfer all or some of their
Entitlements, as described below.
Eligible Shareholders do not pay for the Entitlements themselves. Eligible
Shareholders will pay only for the New Shares issued to them if they choose to take
up all or some of their Entitlements.
The Offer is a pro rata offer. If you take up all of your Entitlements, your percentage
holding in Ryman will not reduce. However, if you do not take up all of your
Entitlements, or you are an Ineligible Shareholder, your percentage holding in Ryman
will reduce following completion of the Offer.
Your Entitlements may have value. If you do nothing, your Entitlements will lapse and
you will not be able to subscribe for any New Shares and may not realise any value for
your Entitlements in the Bookbuilds.
Eligible Retail
Shareholders
You are an Eligible Retail Shareholder if you meet the following requirements:
• you are registered as a holder of Shares as at the Record Date;
• you have a registered address on Ryman’s share register in New Zealand or
Australia;
• you are not in the United States and are not acting for the account or benefit
of a person in the United States (to the extent you hold Shares and are acting
for the account or benefit of such person in the United States);
• you are not an Eligible Institutional Shareholder or an Ineligible Institutional
Shareholder; and
• you are eligible under all applicable securities laws to receive the Retail
Entitlement Offer.

09
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
Retail
Entitlement Offer
If you are an Eligible Retail Shareholder, you can take the following actions:
• Option 1: Take up Retail Entitlements
Take up some or all of your Retail Entitlements before the Retail Entitlement
Offer closes at 5.00pm on 6 March 2023.
• Option 2: Take up all and apply for more
If you take up your Retail Entitlements in full, you may also apply for Additional
New Shares offered in the Retail Bookbuild.
• Option 3: Sell Retail Entitlements
Retail Entitlements will be quoted on the NZX Main Board, so you can sell
or transfer all or some of your Entitlements from:
–20 February 2023 (on a deferred settlement basis); and
– 24 February 2023 (on a normal settlement basis)
until 28 February 2023 when trading of Retail Entitlements ceases.
• Option 4: Do nothing
Do nothing, in which case you will not be able to apply for New Shares and any New
Shares attributable to your Unexercised Retail Entitlements will be sold through the
Retail Bookbuild, which is expected to occur on 8 March 2023. There is no guarantee
that you will receive any value for your Unexercised Retail Entitlements. It is expected
that any Retail Premium will be paid to you on or about 14 March 2023.
You can combine Option 1 with Options 3 and 4. This means that you can take up some
of your Retail Entitlements and either sell the remaining balance on the NZX Main Board
or do nothing and have them sold in the Retail Bookbuild (or a combination of both).
See Part 3: Actions to be taken by Eligible Shareholders for more details on
these options.
Exercising Retail
Entitlements
purchased on the
NZX Main Board
Retail Entitlements purchased on the NZX Main Board may only be purchased
and exercised by purchasers that meet eligibility requirements. In particular,
Retail Entitlements may not be purchased or exercised by persons that are in the
United States or that are acting for the account or benefit of persons in the United
States (to the extent such persons are acting for the account or benefit of persons
in the United States). Potential purchasers of Retail Entitlements should familiarise
themselves with the requirements for exercise, which are set out in this Offer Document,
as they will not be permitted to exercise the Retail Entitlements if they do not meet the
eligibility requirements, and in such case they will receive no value for them.
Eligible Purchasers of Entitlements have the same options as Eligible Retail
Shareholders in respect of Retail Entitlements purchased, except they will not be
able to apply for Additional New Shares.
Institutional
Entitlement Offer
Eligible Institutional Shareholders will be invited by the Joint Lead Managers to
participate in the Institutional Entitlement Offer, which will occur over two Business
Days (including the date of the announcement of the Offer).
Institutional Entitlements cannot be traded on the NZX Main Board or
privately transferred.
PART 1: KEY DETAILS

10
RYMAN HEALTHCARE LIMITED
BookbuildsNew Shares attributable to Entitlements not taken up by Eligible Shareholders or
which would have been issued to Ineligible Shareholders had they been entitled to
participate will be offered for sale through Bookbuilds run by the Joint Lead Managers.
There will be two Bookbuilds:
• Firstly, there will be a Bookbuild for the Institutional Entitlement Offer, with any
Institutional Premium realised for the Entitlements in the Institutional Bookbuild
shared by Eligible Institutional Shareholders who do not take up all of their
Entitlements and Ineligible Institutional Shareholders.
• Secondly, there will be a Bookbuild for the Retail Entitlement Offer, with any Retail
Premium realised for the Entitlements in the Retail Bookbuild shared by holders of
Unexercised Retail Entitlements (including Ineligible Retail Shareholders).
There is no guarantee that there will be any Premium realised for the Entitlements
offered for sale in the Bookbuilds, and the Premium realised (if any) may differ between
the Bookbuilds.
How to applyEligible Retail Shareholder or Eligible Purchaser of Entitlements
An application by an Eligible Retail Shareholder or Eligible Purchaser of Entitlements
must be made (together with payment) by using the online acceptance form at
ryman.capitalraise.co.nz.
If, before the Closing Date, Ryman receives both an acceptance and a
renunciation in respect of the same Retail Entitlements, Ryman will give priority
to the renunciation and the Acceptance Form will not be accepted in respect
of those Retail Entitlements.
Eligible Institutional Shareholder
The Joint Lead Managers will seek to contact Eligible Institutional Shareholders and
advise them of the terms and conditions of participation in the Offer and to confirm
their application process.
Major shareholder
participation
Ryman's two largest shareholders have pre-committed to participate in the
Institutional Entitlement Offer as follows:
• Karori Capital Limited (which is owned by Geoffrey Cumming, a director of Ryman)
has pre-committed to subscribe for NZ$25 million of New Shares, representing
approximately 28.6% of its pro rata entitlement; and
• Hickman Family Trustees Limited, as trustee of the Hickman Family Trust has
pre-committed to subscribe for NZ$2 million of New Shares, representing
approximately 3.4% of its pro rata entitlement,
together representing, in aggregate, approximately 3.0% of the New Shares
being offered under the Offer. Each shareholder has the right to apply for further
New Shares in the Offer.
UnderwritingThe Offer is fully underwritten by the Underwriters in accordance with the terms
of the Underwriting Agreement.

11
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER

12
RYMAN HEALTHCARE LIMITED
DAT EKEY EVENT
15 February 2023Trading halt and announcement of Offer. Institutional Entitlement Offer opens
16 February 2023Institutional Entitlement Offer closes
16 and 17 February
2023
Institutional Bookbuild
17 February 2023Record Date (5.00pm)
20 February 2023Announcement of results of Institutional Entitlement Offer
Trading halt lifted and Shares recommence trading
24 February 2023Institutional Settlement Date: Settlement of Institutional Entitlement Offer and
Institutional Bookbuild and commencement of trading of allotted New Shares
on the NZX Main Board
By 24 February 2023Payment of any Premium achieved in the Institutional Bookbuild to holders
of any Unexercised Institutional Entitlements
Institutional Entitlement Offer and Institutional Bookbuild
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild.
Eligible Retail Shareholders and Eligible Purchasers of Entitlements should refer to the important dates for
the Retail Entitlement Offer and Retail Bookbuild below.
PART 2
Key Dates
1

13
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
DAT EKEY EVENT
17 February 2023Record Date (5.00pm)
20 February 2023Retail Entitlements trading commences on the NZX Main Board on a deferred
settlement basis
2

21 February 2023Opening Date: Retail Entitlement Offer opens
24 February 2023Retail Entitlements trading commences on the NZX Main Board on a normal
settlement basis
3

28 February 2023Retail Entitlements trading ceases on the NZX Main Board at the close of trading
6 March 2023Closing Date: Retail Entitlement Offer closes (5.00pm)
8 March 2023Announcement of results of Retail Entitlement Offer
Retail Bookbuild opens (5.00pm)
9 March 2023Trading halt commences
Retail Bookbuild closes (5.00pm)
10 March 2023Announce results of Retail Bookbuild
Trading halt lifted
14 March 2023Retail Settlement Date: Settlement of Retail Entitlement Offer and Retail Bookbuild
and commencement of trading of allotted New Shares on the NZX Main Board
14 March 2023Despatch of holding statements for New Shares issued under the Retail
Entitlement Offer
14 March 2023Payment of any Premium achieved in the Retail Bookbuild to holders of any
Unexercised Retail Entitlements
By 21 March 2023Refunds from scaling (if required) of any extra application monies received for
Additional New Shares in the Retail Bookbuild will be processed within five Business
Days following the Retail Settlement Date
Retail Entitlement Offer and Retail Bookbuild
This timetable is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible Institutional
Shareholders should refer to the important dates for the Institutional Entitlement Offer and Institutional Bookbuild
set out above.
1
These dates are subject to change and are indicative only. Ryman reserves the right to alter the timetable, subject to applicable laws and the
NZX Listing Rules. Ryman reserves the right to withdraw the Offer at any time prior to the issue of the New Shares at its absolute discretion.
2
All trades of Retail Entitlements during the period of deferred settlement trading will settle on 28 February 2023.
3
All trades of Retail Entitlements during the period of normal settlement will settle on a conventional T+2 basis.
PART 2: KEY DATES

14
RYMAN HEALTHCARE LIMITED
A.
Actions available to Eligible
Retail Shareholders
If you are an Eligible Retail Shareholder, you may:
1. Take up all or some of your Retail Entitlements
2. Take up all of your Retail Entitlements and
apply for more
3. Sell your Retail Entitlements; or
4. Do nothing.
These are expanded on below.
Option 1:
Take up all or some of your Retail
Entitlements
You may elect to take up all or some of your Retail
Entitlements to subscribe for New Shares at the
Offer Price.
To take up all or some of your Retail Entitlements,
you need to apply online at ryman.capitalraise.co.nz
before 5.00pm on the Closing Date (6 March 2023,
unless extended). You will be required to enter your
CSN/Holder number which you hold your Shares under
and your Entitlement number which will be sent to you.
Payment
Payment for your New Shares must be by way of direct
debit. More detail on payment options is included in the
online acceptance form.
Cheques will not be accepted.
Option 2:
Take up all and apply for more
In addition to being able to take up your Retail
Entitlements, if you take up your Retail Entitlements
in full, you may also apply for Additional New Shares.
Any applications for Additional New Shares will
go into the Retail Bookbuild, which will also involve
Institutional Investors.
If you apply for Additional New Shares, you will
need to pay for both your Retail Entitlements and the
dollar amount of Additional New Shares that you are
applying for.
Any Additional New Shares applied for will be issued
at the Retail Bookbuild Price, assuming that it is not
more than the Maximum Retail Oversubscription Price.
The Retail Bookbuild Price will be equal to or above the
Offer Price. It is possible that you may be able to buy
Shares at a lower price than the Retail Bookbuild Price
up to or after the Retail Settlement Date.
The number of Additional New Shares you will receive
will depend on the allocation made to you and the Retail
Bookbuild Price.
Allocations and any necessary scaling of applications
for Additional New Shares under the Retail Bookbuild
will be determined by Ryman and the Joint Lead
Managers as part of the Retail Bookbuild process.
For further details, please see paragraph 13 of Part 4:
Terms of the Offer under the heading “Bookbuilds”.
If applications for Additional New Shares under the
Retail Bookbuild are scaled, you may not receive
Additional New Shares in respect of any or all of your
application monies, in which case excess application
monies will be refunded (subject to a minimum refund
amount of NZ$5.00).
PART 3
Actions to be taken
by Eligible Shareholders

15
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
If the demand under the Retail Bookbuild is insufficient
to achieve a Retail Bookbuild Price equal to or above
the Offer Price in respect of all of the New Shares
offered in the Retail Bookbuild:
• all valid applications by Eligible Retail Shareholders
for Additional New Shares will be allocated in full
at the Offer Price (subject to the terms of this Offer
Document); and
• the Underwriters will subscribe for any remaining
New Shares offered in the Retail Bookbuild
at the Offer Price (subject to the terms of the
Underwriting Agreement).
If the demand under the Retail Bookbuild process is
such that the Retail Bookbuild Price is set above the
Maximum Retail Oversubscription Price, you will not
be allocated any Additional New Shares.
If you have a relationship with an NZX Firm, you
may also participate in the Retail Bookbuild through
that firm if it has been invited to participate in the
Retail Bookbuild.
Option 3:
Sell Entitlements
The Retail Entitlements are renounceable and
are tradeable on the NZX Main Board. This enables
Eligible Retail Shareholders who do not wish to take
up all or some of their Retail Entitlements to sell
those that they have not taken up.
If you wish to sell all or some of your Retail
Entitlements, this can be effected on the NZX Main
Board by instructing an NZX Firm to sell all or some
of your Retail Entitlements. You will need to provide
your Authorisation Code (FIN) and your Common
Shareholder Number (CSN) to the NZX Firm who
you are instructing to sell your Retail Entitlements.
You may be required to pay brokerage fees in
respect of that sale.
Trading of Retail Entitlements will commence on
the NZX Main Board under the code “RYMRA” on:
• 20 February 2023 (on a deferred settlement
basis); and
• 24 February 2023 (on a normal settlement basis),
and will end at the close of trading on 28 February
2023. All trades executed during the period in which
trading of Retail Entitlements is being conducted on
a deferred settlement basis will settle on 28 February
2023. Trades executed during the period in which
trading of Retail Entitlements is being conducted on
a normal basis will settle on a conventional T+2 basis.
There is no guarantee that there will be a liquid
market for Retail Entitlements on the NZX Main Board
or otherwise. A lack of liquidity may impact your ability
to sell your Retail Entitlements on the NZX Main Board
or to transfer your Retail Entitlements and the price you
may be able to obtain for them.
The price of Retail Entitlements may rise and fall over
the Retail Entitlements trading period and will depend
on many factors including the demand for and supply
of Retail Entitlements on the NZX Main Board and
the value of Existing Shares relative to the Offer
Price. If you sell your Retail Entitlements during the
Retail Entitlements trading period, you may receive a
higher or lower amount than a Shareholder who sells
their Retail Entitlements at a different time during
the Retail Entitlements trading period or through the
Retail Bookbuild. If you sell some or all of your Retail
Entitlements, you cannot elect to take up any New
Shares in respect of those Retail Entitlements sold.
If you trade your Retail Entitlements before the
Retail Entitlements are allotted to you, Ryman
takes no responsibility for the consequences and
disclaims all liability to you (to the maximum extent
permitted by law).
Option 4:
Do nothing
If you do not take up all of your Retail Entitlements
or you do not sell them on the NZX Main Board,
New Shares attributable to the remaining balance
of Retail Entitlements will be sold through the Retail
Bookbuild on 8 and 9 March 2023. You will not be
able to subscribe for New Shares in respect of the
Retail Entitlements not taken up and your holding will
be diluted by the issue of New Shares under the Offer.
You will receive the Retail Premium (if any) in respect
of those Unexercised Retail Entitlements. There is no
guarantee that there will be any Retail Premium.
The ability to sell New Shares attributable to
Unexercised Retail Entitlements under the Retail
Bookbuild and the ability to obtain any Retail Premium
will be dependent upon various factors, including
market conditions. Further, the price received for
the New Shares attributable to Unexercised Retail
Entitlements under the Retail Bookbuild may not be
the highest price available, but will be determined
having regard to a number of factors, including having
binding and bona fide offers which, in the reasonable
opinion of the Joint Lead Managers will, if accepted,
result in all Retail Entitlements participating in the
Retail Bookbuild being sold.
It is expected that the Retail Premium (if any) will be
paid to you on or about 14 March 2023 in the same
way in which dividends on your Existing Shares
are paid to you.
PART 3: ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS

16
RYMAN HEALTHCARE LIMITED
Combine Options
You can combine Option 1 with Options 3 and 4.
This means that you can take up some of your Retail
Entitlements and:
• sell the remaining balance on the NZX Main Board;
• do nothing and have the remaining balance sold in
the Retail Bookbuild; or
• sell some of the remaining balance on the NZX Main
Board and have the rest sold in the Retail Bookbuild.
Pro Rata Offer
The Offer is a pro rata offer to Eligible Shareholders. If
you take up all of your Entitlements, your percentage
holding in Ryman will not reduce. If you are an Eligible
Shareholder and you do not take up your Entitlements
or acquire any New Shares in the Retail Bookbuild, or
you are an Ineligible Shareholder, your shareholding in
Ryman will be diluted by approximately 26% as a result
of the Offer.
Eligible Purchasers of Entitlements
Eligible Purchasers of Entitlements have Option 1,
Option 3 and Option 4, with the ability to combine
those options in the same way that Eligible Retail
Shareholders can. Eligible Purchasers of Entitlements
cannot apply for Additional New Shares, even if they
take up their Retail Entitlements in full (i.e., Option 2 is
not available to them).
B.
Actions available to Eligible
Institutional Shareholders
The Joint Lead Managers will seek to contact
Eligible Institutional Shareholders and advise them
of the terms and conditions of participation in the
Institutional Entitlement Offer and to confirm their
application process.
C.
What options do
Ineligible Shareholders have?
Ineligible Shareholders are unable to participate in
the Offer and cannot take up, sell or transfer their
Retail Entitlements.
The Retail Entitlements of Ineligible Retail Shareholders
will be sold in the Retail Bookbuild and Ineligible Retail
Shareholders will receive the Retail Premium (if any)
in respect of their Retail Entitlements. There is no
guarantee that there will be any Retail Premium.
The Institutional Entitlements of Ineligible Institutional
Shareholders will be sold in the Institutional Bookbuild
and Ineligible Institutional Shareholders will receive
the Institutional Premium (if any) in respect of their
Institutional Entitlements. There is no guarantee that
there will be any Institutional Premium.
D.
Further information
Enquiries about the Offer can be directed to the Ryman
Investor Information Line on 0800 333 974 (toll free
within New Zealand) or +64 9 375 5998 from 8.30am
to 5.00pm Monday to Friday, or to a broker or financial,
investment or other professional adviser.
If you have any questions about the number of New
Shares shown in the “Acceptance Form” section of the
Offer Website, or how to make an Application, please
contact the Registrar. Contact details for the Registrar
are set out in Part 6: Directory.

17
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER

18
RYMAN HEALTHCARE LIMITED
1. The Offer
The Offer is an offer of New Shares under a pro
rata accelerated entitlement offer with Retail
Entitlements trading on the NZX Main Board.
Under the Offer, Eligible Shareholders have an
entitlement to subscribe for 1 New Share for
every 2.81 Existing Shares held as at the Record
Date (being 5.00pm on 17 February 2023) at the
Offer Price.
The number of Entitlements to which an Eligible
Shareholder is entitled to be issued will, in the case
of fractions, be rounded down to the nearest whole
number. Entitlements are not rounded up to a
minimum holding.
The New Shares will be the same class as, and
will rank equally with, Existing Shares which are
quoted on the NZX Main Board. Ryman will take
any necessary steps to ensure that the New
Shares are, immediately after issue, quoted on the
NZX Main Board.
The Entitlement Offer is a pro rata offer to Eligible
Shareholders. Eligible Shareholders who take
up their Entitlements in full will not have their
percentage shareholding in Ryman reduced as a
result of the Offer, whereas Eligible Shareholders
who do not take up their Entitlements in full and
Ineligible Shareholders will have their percentage
shareholding in Ryman diluted as a result of
the Offer.
Eligible Retail Shareholders who take up their
Entitlements in full may also apply for Additional
New Shares under the Retail Bookbuild. Further
details are set out under “Application to take up
Additional New Shares” in paragraph 11 below.
Certain institutional investors in the United
States may be invited to participate in the U.S.
Private Placement to be conducted concurrently
with the Offer, and will be contacted directly by
Ryman with the relevant offer documentation in
relation thereto.
2. Offer size
The approximate number of New Shares
being offered under the Offer is 180.5 million
New Shares.
Ryman expects to raise approximately
NZ$902 million (before costs) through the
Offer, which is underwritten by the Underwriters.
There is no minimum amount that must be
raised for the Offer to proceed.
3. Offer Price
The Offer Price is NZ$5.00 per New Share and
must be paid in full on application.
Payment of the Offer Price must be made in
accordance with the online application process.
Application monies received will be held in a trust
account with the Registrar until the corresponding
New Shares are allotted or the application monies
are refunded. Interest earned on the application
monies will be for the benefit, and remain the
property, of Ryman and will be retained by Ryman
whether or not the issue of New Shares takes
place.
Any refund of application monies will be made
without interest and within five Business Days
following the Retail Settlement Date or the date
that the decision not to proceed with the Offer
is made (as the case may be). Refunds will not
be paid for any difference arising solely due to
rounding or where the aggregate amount of the
refund payable to the relevant Entitlement holder
is less than NZ$5.00.
4. Decision to participate
The information in this Offer Document does not
constitute a recommendation to invest in New
Shares and is not financial product advice. This
Offer Document has been prepared without
taking into account the investment objectives,
financial or taxation situation or particular needs
or circumstances of any applicant.
PART 4
Terms of the Offer

19
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Ryman (including
the summary of key risks in Appendix 2 of the
Investor Presentation ("Key Risks")), and consider
whether such an investment is suitable for you
having regard to publicly available information
(including the market releases lodged by Ryman
with NZX, including the Investor Presentation
and the publicly available information referred
to in the “Important Information” section of this
Offer Document), your personal circumstances
and following consultation with a financial or
other professional adviser. You can also access
information, including the Investor Presentation
and announcements regarding the Offer at
www.nzx.com under the ticker code “RYM”.
5. Withdrawal and late Applications
Subject to compliance with all applicable laws,
Ryman reserves the right to withdraw the Offer
(or any of the Institutional Entitlement Offer,
Institutional Bookbuild, Retail Entitlement
Offer or Retail Bookbuild and irrespective of
whether or not all of them are withdrawn), either
generally or in particular cases, at any time at
its absolute discretion.
Ryman may accept late Applications and
application monies, either generally or in particular
cases, but has no obligation to do so. Ryman may
accept or reject (at its discretion) any Application
which it considers to have been completed
incorrectly or correct any errors or omissions on
any Application.
If any Application is not accepted, all applicable
application monies will be refunded without
interest to the relevant Entitlement holder.
Refunds will not be paid where the aggregate
amount of the refund payable to the relevant
Entitlement holder is less than NZ$5.00.
Once submitted, and subject to all applicable
law, an Application may not be withdrawn without
Ryman's prior written consent.
6. Overview of the Offer
As described in further detail below, the
Offer comprises:
• the Institutional Entitlement Offer;
• the Institutional Bookbuild;
• the Retail Entitlement Offer, with Retail
Entitlements trading; and
• the Retail Bookbuild.
7. Purpose of the Offer
Ryman intends that the net proceeds raised
from the Offer will be applied to reset its capital
structure to provide funds to strengthen its
balance sheet through the repayment of debt
and better enable it to execute its growth
framework, as set out in further detail in the
Investor Presentation.
8. Effect of the Offer
The Offer is not expected to have a material
impact on the control of Ryman. Specifically,
Ryman does not expect any shareholder to hold
more than 10% of the Shares after completion of
the Offer.
9. Quotation on the NZX Main Board
The New Shares have been accepted for
quotation by NZX and will be quoted on the
NZX Main Board upon completion of allotment
procedures. The NZX Main Board is a registered
market operated by NZX (which is a licensed
market operator regulated by the FMCA). NZX
does not accept any responsibility for any
statement in this Offer Document.
You cannot trade in any New Shares issued to you
pursuant to this Offer, either as principal or agent,
until quotation of the New Shares on the NZX Main
Board in accordance with the NZX Listing Rules.
Ryman expects that trading on the NZX Main
Board of the New Shares issued under:
• the Institutional Entitlement Offer and the
Institutional Bookbuild will commence on
24 February 2023; and
• the Retail Entitlement Offer and the Retail
Bookbuild will commence on 14 March 2023.
10. Institutional Entitlement Offer
Overview of the Institutional Entitlement Offer
Ryman is offering Eligible Institutional
Shareholders the opportunity to subscribe for
1 New Share for every 2.81 Existing Shares held
as at the Record Date at the Offer Price. This ratio
and the Offer Price are the same as for the Retail
Entitlement Offer.
The Institutional Entitlement Offer opens
at 9.00am on 15 February 2023 and closes
at 11.00am on 16 February 2023 (subject to
Ryman's right to modify these dates and times).
PART 4: TERMS OF THE OFFER

20
RYMAN HEALTHCARE LIMITED
Unlike Retail Entitlements, Institutional
Entitlements will not be quoted and cannot
be traded on the NZX Main Board or privately
transferred. However, Ineligible Institutional
Shareholders, and Eligible Institutional
Shareholders who have not taken up their
Institutional Entitlements in full, may receive some
value in respect of those Institutional Entitlements
not taken up if an Institutional Premium is realised
under the Institutional Bookbuild. However, there
is no guarantee that any Institutional Premium will
be realised, and any Institutional Premium may be
different from any Retail Premium.
Eligibility under the Institutional
Entitlement Offer
The Institutional Entitlement Offer is only open
to Eligible Institutional Shareholders. Ryman
and the Joint Lead Managers will determine
the Shareholders who will be treated as Eligible
Institutional Shareholders for the purpose of
determining the Shareholders to whom an offer of
New Shares will be made under the Institutional
Entitlement Offer. In exercising their discretion,
Ryman and the Joint Lead Managers may have
regard to a number of matters, including legal and
regulatory requirements and logistical and registry
constraints. Ryman and the Joint Lead Managers
will also agree on which Shareholders will be
treated as Ineligible Institutional Shareholders.
To the maximum extent permitted by law, Ryman
and the Joint Lead Managers and each of their
respective affiliates disclaim any duty or liability
(including for negligence) in respect of the exercise
of their discretion to determine the eligibility
of Shareholders.
Ryman reserves the right to reject any application
for New Shares under the Institutional Entitlement
Offer that it considers comes from a person who is
not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the
Institutional Entitlement Offer
The Joint Lead Managers will seek to contact
Eligible Institutional Shareholders to inform them
of the terms and conditions of participation
in the Institutional Entitlement Offer and seek
confirmation of their Institutional Entitlements
under the Offer. Applications for New Shares
by Eligible Institutional Shareholders can only
be made in accordance with that process.
Applications in excess of an Eligible Institutional
Shareholder's Institutional Entitlement will not
be accepted.
Institutional Bookbuild
New Shares attributable to Unexercised
Institutional Entitlements will be offered under
the Institutional Bookbuild to Institutional
Investors (which may include Eligible Institutional
Shareholders whether or not they take up their full
Institutional Entitlements under the Offer).
The Institutional Bookbuild is expected to take
place on 16 and 17 February 2023.
The Institutional Bookbuild Price will be equal to or
above the Offer Price.
The proceeds from each New Share issued under
the Institutional Bookbuild will be paid as follows:
• Ryman will receive the Offer Price for all
New Shares issued under the Institutional
Bookbuild; and
• any Institutional Premium will be paid to: (i)
each Eligible Institutional Shareholder who did
not take up their Institutional Entitlements in
full (with respect to the part of the Institutional
Entitlement they did not take up only); and
(ii) each Ineligible Institutional Shareholder
(who will be deemed to hold the number of
Institutional Entitlements they would have
received if they were an Eligible Institutional
Shareholder for the purpose of calculating the
amount of any Institutional Premium payable
to them), in each case in proportion to their
holdings of Institutional Entitlements that were
not taken up by them.
Allocations of New Shares under the Institutional
Bookbuild will be determined by Ryman and the
Joint Lead Managers.
For further details of how the Institutional
Bookbuild will work, see “Bookbuilds” below.
Settlement of the Institutional
Entitlement Offer
Settlement of the Institutional Entitlement Offer
will occur on the Institutional Settlement Date in
accordance with arrangements advised by the
Joint Lead Managers. Each investor remains
responsible for ensuring its own compliance with
the Takeovers Code and other applicable law.
11. Retail Entitlement Offer
Overview of the Retail Entitlement Offer
Ryman is offering Eligible Retail Shareholders the
opportunity to subscribe for 1 New Share for every
2.81 Existing Shares held as at the Record Date at
the Offer Price. This ratio and Offer Price are the
same as for the Institutional Entitlement Offer.

21
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
The Retail Entitlement Offer opens on 21 February
2023 and closes on 6 March 2023 (subject
to Ryman's right to modify these dates).
No cooling-off rights apply to applications
submitted under the Offer.
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open
to Eligible Retail Shareholders and Eligible
Purchasers of Entitlements. The Retail
Entitlement Offer does not constitute an
offer to any person who is neither an Eligible
Retail Shareholder nor an Eligible Purchaser
of Entitlements (including any Ineligible Retail
Shareholder or Ineligible Institutional Shareholder).
In particular, Shareholders who are in the United
States or who are acting for the account or benefit
of a person in the United States (to the extent such
Shareholders are acting for the account or benefit
of a person in the United States) are not eligible to
participate in the Retail Entitlement Offer.
Any person allocated New Shares under the
Institutional Entitlement Offer or Institutional
Bookbuild does not have any entitlement to
participate in the Retail Entitlement Offer in
respect of those New Shares.
Ryman reserves the right to reject any application
for New Shares under the Retail Entitlement Offer
that it considers comes from a person who is not
an Eligible Retail Shareholder or Eligible Purchaser
of Entitlements.
Acceptance of Entitlement under the Retail
Entitlement Offer
Eligible Retail Shareholders and Eligible
Purchasers of Entitlements can apply for New
Shares online at ryman.capitalraise.co.nz by
5.00pm on the Closing Date (6 March 2023,
unless extended). You will be required to enter
your CSN/Holder number which you hold your
Shares under and your Entitlement number
which will be sent to you.
Eligible Retail Shareholders and Eligible
Purchasers of Entitlements are not obliged to
subscribe for any or all of the New Shares to
which they are entitled under the Offer. They
may choose to take up all, part or none of their
Retail Entitlements.
Any person outside New Zealand who takes up
an Retail Entitlement in the Retail Entitlement
Offer (and therefore applies for New Shares)
through a New Zealand resident nominee, and
their nominee, will be deemed to have represented
and warranted to Ryman that the Offer can be
lawfully made to their nominee pursuant to this
Offer Document. None of Ryman, the Joint Lead
Managers, the Registrar or any of their respective
directors, officers, employees, agents or advisers
accept any liability or responsibility to determine
whether a person is eligible to participate in this
Offer. Any person in the United States or that is
acting for the account or benefit of a person in the
United States is not permitted to participate in the
Retail Entitlement Offer.
Application to take up Additional New Shares
Eligible Retail Shareholders who have taken up
their Retail Entitlements in full may apply for
Additional New Shares that will be offered for
sale under the Retail Bookbuild. Eligible Retail
Shareholders may apply for these Additional
New Shares as directed via the Application
Form on the Offer Website and should specify
the NZ$ amount of Additional New Shares they
wish to apply for at the Retail Bookbuild Price.
Any applications for Additional New Shares
will go into the Retail Bookbuild, which will also
involve Institutional Investors.
Payment must be made for both the full Retail
Entitlements and any Additional New Shares for
which you have applied.
Any Additional New Shares applied for will be
issued at the Retail Bookbuild Price, assuming
that it is not more than the Maximum Retail
Oversubscription Price. The Retail Bookbuild
Price will be equal to or above the Offer Price.
Once the Retail Bookbuild Price has been
determined, assuming that it is equal to or below
the Maximum Retail Oversubscription Price, the
application monies in respect of an application
for Additional New Shares by an Eligible Retail
Shareholder will be divided by the Retail Bookbuild
Price to calculate the number of Additional
New Shares applied for by that Eligible Retail
Shareholder (subject to scaling), rounded down
to the nearest whole New Share.
Allocations and any necessary scaling of
Additional New Shares applied for by Eligible
Retail Shareholders who take up their Retail
Entitlements in full will be determined by Ryman
and the Joint Lead Managers as part of the Retail
Bookbuild process.
PART 4: TERMS OF THE OFFER

22
RYMAN HEALTHCARE LIMITED
The number of New Shares received by an Eligible
Retail Shareholder under the Retail Bookbuild may
be less than the NZ$ amount of Additional New
Shares for which that Eligible Retail Shareholder
has applied. If applications for Additional New
Shares under the Retail Bookbuild are scaled or
not accepted, excess application monies will be
refunded without interest. Refunds will not be paid
where the aggregate amount of the refund payable
to a Shareholder is less than NZ$5.00. Refunds of
any Additional New Shares will be paid within five
Business Days of the Retail Settlement Date.
If the demand under the Retail Bookbuild is
insufficient to achieve a Retail Bookbuild Price
equal to or above the Offer Price in respect of all of
the New Shares offered in the Retail Bookbuild:
• all valid applications by Eligible Retail
Shareholders for Additional New Shares will be
allocated in full at the Offer Price (subject to the
terms of this Offer Document); and
• the Underwriters will subscribe for any
remaining New Shares offered in the Retail
Bookbuild at the Offer Price (subject to the
terms of the Underwriting Agreement).
If the demand under the Retail Bookbuild is such
that the Retail Bookbuild Price is set above the
Maximum Retail Oversubscription Price, Eligible
Retail Shareholders will not be allocated any
Additional New Shares. This means that the price
Eligible Retail Shareholders will pay for Additional
New Shares cannot be more than the Maximum
Retail Oversubscription Price.
Eligible Retail Shareholders who do not take up
their Retail Entitlements in full and purchasers of
Retail Entitlements will not be eligible to apply for
Additional New Shares.
Illustrative example of how the price for
Additional New Shares will be determined
Eligible Retail Shareholders who take up their
Retail Entitlements in full may also apply for
Additional New Shares. Those Shareholders
will not know the issue price of those Additional
New Shares at the time the Application is made,
so will need to apply for a dollar value worth of
Additional New Shares. To protect Eligible Retail
Shareholders against the issue price being higher
than the market price of Existing Shares, a cap
on the maximum price at which any Additional
New Shares will be issued applies. That cap is
the Maximum Retail Oversubscription Price,
being the closing price on the NZX Main Board
for an Existing Share at the close of trading prior
commencement of the Retail Bookbuild (unless
that closing price is less than the Offer Price). This
means that Eligible Retail Shareholders who apply
for Additional New Shares will know that the issue
price for Additional New Shares will be:
• not less than the Offer Price; and
• not more than the Maximum Retail
Oversubscription Price.
To help explain how the issue price for the
Additional New Shares works, an example, which
is provided for illustrative purposes only, is set
out below:
• An Eligible Retail Shareholders has taken up
its Retail Entitlements in full and applied for
NZ$10,000 of Additional New Shares.
• The Offer Price is NZ$5.00.
• The closing price on the NZX Main Board for
an Existing Share at the close of trading prior
to commencement of the Retail Bookbuild
is NZ$5.25 (i.e., that is the Maximum Retail
Oversubscription Price).
• If the outcome of the Retail Bookbuild is
that the Retail Bookbuild Price is NZ$5.10,
the application for Additional New Shares
will be accepted, subject to scaling. This is
because the Retail Bookbuild Price is above
the Offer Price but below the Maximum Retail
Oversubscription Price. This Shareholder will
be taken to have applied for 1,960 Additional
New Shares (being NZ$10,000 divided by
NZ$5.10, rounded down to the nearest Share).
• However, if the demand under the Retail
Bookbuild is:
–insufficient to achieve a price equal to
or above the Offer Price, the issue price
for Additional New Shares will be the
Offer Price. This Shareholder will be
taken to have applied for 2,000 Additional
New Shares (being NZ$10,000 divided by
NZ$5.00, rounded down to the nearest
Share); or
–such that the Retail Bookbuild Price
is greater than the Maximum Retail
Oversubscription Price, the application
for Additional New Shares will not be
accepted and no Additional New Shares
will be allocated to this Shareholder. This is
because the Retail Bookbuild Price is above
the Maximum Retail Oversubscription Price.
If the closing price on the NZX Main Board prior
to commencement of the Retail Bookbuild is
less than the Offer Price, the Maximum Retail
Oversubscription Price will be the Offer Price.

23
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
The number of Additional New Shares allocated
to an Eligible Retail Shareholder will also depend
on the scaling criteria set out in paragraph 13
of Part 4: Terms of the Offer under the heading
“Allocations and scaling”.
Retail Entitlements trading
Unlike Institutional Entitlements, the Retail
Entitlements will be quoted on the NZX Main
Board under the code “RYMRA”. Eligible Retail
Shareholders may sell all or some of their Retail
Entitlements on the NZX Main Board from:
• 20 February 2023 to 23 February 2023 (on a
deferred settlement basis); and
• 24 February 2023 to 28 February 2023 (on a
normal settlement basis).
Trading of Retail Entitlements on the NZX Main
Board will cease on 28 February 2023.
All trades executed during the period in which
trading of Retail Entitlements is being conducted
on a deferred settlement basis will settle on
28 February 2023. Trades executed during the
period in which trading of Retail Entitlements is
being conducted on a normal basis will settle on
a conventional T+2 basis.
None of Ryman, the Joint Lead Managers or their
respective affiliates, the Registrar nor any of their
respective directors, officers, employees, agents
or advisers accepts any liability or responsibility
(to the maximum extent permitted by law) to
persons who trade Retail Entitlements before they
have been allotted to them, whether on the basis of
confirmation of the allocation provided by Ryman
or the Registrar or otherwise or who otherwise
trade or purport to trade Retail Entitlements in
error or which they do not hold or are not entitled
to. If you are any doubt as to these matters, you
should seek independent professional advice.
Application has been made for permission to
quote the Retail Entitlements on the NZX Main
Board and all NZX requirements have been duly
complied with. NZX accepts no responsibility for
any statement in this Offer Document.
Investors who acquire Retail Entitlements on the
NZX Main Board or otherwise will, by acquiring
those Retail Entitlements, and applying to take
up all or part of those Retail Entitlements, be
deemed to agree to make and be subject to
the representations, declarations, warranties
and agreements in the Acceptance Form and
in paragraph 20 of Part 4: Terms of the Offer of
this Offer Document ("Significance of sending in
an Application / declarations, representations,
warranties and agreements").
The right to make an Application for Additional
New Shares is available to Eligible Shareholders
who take up their Retail Entitlements in full only.
Purchasers of Retail Entitlements are not entitled
to make an Application for Additional New Shares
(but may be able to participate in the Retail
Bookbuild through NZX Firms who have been
invited to participate in the Retail Bookbuild).
Eligibility to take up purchased
Retail Entitlements
Investors should note that if they purchase Retail
Entitlements in a transaction on the NZX Main
Board or otherwise, in order to take up those Retail
Entitlements and subscribe for New Shares they
must be an Eligible Purchaser of Entitlements,
meaning that they:
• must be:
–located in/have a registered address in New
Zealand or Australia; or
–an Institutional Investor located in/with a
registered address in Bermuda, Canada,
Cayman Islands, Denmark, the European
Union, France, Hong Kong, Japan, Norway,
Singapore, Sweden, Switzerland, the United
Arab Emirates (excluding Dubai International
Financial Centre and Abu Dhabi Global
Market), the United Kingdom; or
–any other person to whom Ryman and the
Joint Lead Managers consider an offer of
Entitlements or New Shares may be made
without the need for a lodged prospectus or
other formality (other than a formality with
which Ryman is willing to comply); and
• must not be in the United States or acting for
the account or benefit of a person in the United
States in respect of the purchase or exercise of
such Retail Entitlements and the subscription
for New Shares. The Retail Entitlements
may not be purchased, traded, taken up or
exercised by any person in the United States or
by any person acting for the account or benefit
of a person in the United States (to the extent
such persons are acting for the account or
benefit of persons in the United States).
If an investor does not satisfy the above
conditions, they will not be an Eligible Purchaser
of Entitlements and will not be entitled to take
up Retail Entitlements or subscribe for New
Shares. It is the responsibility of purchasers
of Retail Entitlements to inform themselves
of the eligibility criteria to exercise the Retail
Entitlements. If holders of Retail Entitlements
after the end of the Retail Entitlements trading
period do not meet the eligibility criteria,
PART 4: TERMS OF THE OFFER

24
RYMAN HEALTHCARE LIMITED
they will not be able to exercise the Retail
Entitlements. In the event that holders are
not able to take up or exercise their Retail
Entitlements, New Shares attributable to those
Retail Entitlements will be sold in the Retail
Bookbuild and holders may receive no value
for them.
In particular, Retail Entitlements may not be
purchased or exercised by persons that are
in the United States or that are acting for the
account or benefit of persons in the United
States (to the extent such persons are acting for
the account or benefit of persons in the United
States). If you are in the United States and,
notwithstanding these restrictions, you acquire
and seek to exercise Retail Entitlements, you will
not be permitted to exercise them to subscribe
for New Shares and you may not receive any
value for them.
Retail Bookbuild
New Shares attributable to Unexercised Retail
Entitlements will be offered for sale under the
Retail Bookbuild to Institutional Investors (which
may include Eligible Institutional Shareholders
whether or not they take up their full Entitlements
under the Institutional Entitlement Offer) and to
Eligible Retail Shareholders who took up their
Retail Entitlements in full and have applied for
Additional New Shares under the Offer.
The Retail Bookbuild is expected to take place on
8 and 9 March 2023.
The proceeds from each New Share issued under
the Retail Bookbuild (if any) will be paid as follows:
• Ryman will receive the Offer Price for all New
Shares issued under the Retail Bookbuild; and
• any Retail Premium achieved will be paid to
holders of Unexercised Retail Entitlements,
including (i) each Eligible Retail Shareholder
who did not take up their Retail Entitlements
in full (with respect to the part of the Retail
Entitlements they did not take up or sell only);
and (ii) each Ineligible Retail Shareholder
(who will be deemed to hold the number of
Retail Entitlements they would have received
if they were Eligible Retail Shareholders for
the purpose of calculating the amount of any
Retail Premium payable to them), in each
case in proportion to their holdings of Retail
Entitlements that were not taken up by them.
For further details of how the Retail Bookbuild will
work, see “Bookbuilds” below.
Payment of Retail Premium
The Retail Premium, if any, will be paid net of any
amounts required to be withheld in New Zealand
dollars in accordance with the direct credit
payment instructions provided by the relevant
Shareholder to Ryman (if any) and otherwise
withheld until such time as a direct credit
instruction is provided to the Registrar.
No interest will be paid in respect of any Retail
Premium payable. Payment of the Retail Premium
(if any) is expected to be made by 14 March 2023.
12. Security transaction statements
Security transaction statements for New Shares
allotted under the Offer will be issued and mailed
as soon as practicable after the New Shares
are allotted. Applicants under the Offer should
ascertain their allocation before trading in the New
Shares. Applicants can do so by contacting the
Registrar, whose contact details are set out in Part
6: Directory.
Shareholders selling New Shares prior to receiving
a security transaction statement do so at their
own risk. None of Ryman, the Joint Lead Managers
or their respective affiliates, the Registrar
nor any of their respective directors, officers,
employees, agents or advisers accepts any liability
or responsibility should any person attempt to
sell or otherwise deal with New Shares before
the security transaction statement showing the
number of New Shares allotted to the applicant is
received by the applicant for those New Shares.
13. Bookbuilds
Each Bookbuild will be conducted by the Joint
Lead Managers.
Any Premium realised for the New Shares
attributable to Entitlements sold in the relevant
Bookbuild will be paid by the Joint Lead Managers
to the Registrar who will remit that amount pro
rata net of any amounts required to be withheld
to holders of Unexercised Retail Entitlements in
New Zealand dollars based on their nominated
bank accounts. Shareholders will be paid by direct
credit to the nominated bank account as noted on
Ryman's share register or, will be withheld until a
bank account is provided.
For the avoidance of doubt, the Premium does
not include the Offer Price payable to Ryman by
Institutional Investors and (in the case of the Retail
Bookbuild only) Eligible Retail Shareholders who
acquire New Shares under the Bookbuilds.

25
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
No fees or costs will be payable by any
Shareholder or purchaser of Retail Entitlements,
and no interest will be collected or paid to any
Shareholder or purchaser of Retail Entitlements
on any Premium.
There is no guarantee that any value will be
received from either of the Bookbuilds by Eligible
Shareholders or purchasers of Retail Entitlements
who do not take up their full Entitlements, or by
Ineligible Shareholders. The Premium may be
zero, in which case no payment will be made to
the holders of the Entitlements sold in the relevant
Bookbuild. Any Premium realised for the New
Shares attributable to Retail Entitlements sold
in the Retail Bookbuild may be different from
the Premium realised for the sale of New Shares
attributable to Institutional Entitlements sold in
the Institutional Bookbuild. The outcome of the
Institutional Bookbuild is not an indication as to
whether there will be a Retail Premium or what any
Retail Premium may be.
The ability to conduct the Bookbuilds and obtain
any Premium will be dependent upon various
factors, including market conditions at the time of
the relevant Bookbuild. The Institutional Bookbuild
Price and the Retail Bookbuild Price may not be
the same. Accordingly the Premium realised (if
any) may differ between the Bookbuilds.
Further, whilst each of the Institutional Bookbuild
Price and the Retail Bookbuild Price will be set in a
manner that remains consistent with the objective
of maximising the value of Unexercised Rights, the
price achieved in a Bookbuild (and any resulting
Premium) may not be the highest price bid for New
Shares. Each of the Institutional Bookbuild Price
and the Retail Bookbuild Price will be determined
by Ryman and the Joint Lead Managers having
regard to a number of factors. The factors that
Ryman and the Joint Lead Managers will consider
may include, without limitation, whether or not
there are binding and bona fide offers which, in
their reasonable opinion, will result in otherwise
acceptable allocations to clear the entire book.
The Joint Lead Managers and Ryman have the
right to close a Bookbuild early or to extend
a Bookbuild's closing time in their absolute
discretion (but have no obligation to do so),
without recourse or notice to you.
To the maximum extent permitted by law,
Ryman, the Joint Lead Managers and each of
their respective related bodies corporate and
affiliates, and each of their respective directors,
officers, partners, employees, representatives
and agents, disclaim all liability, including for
negligence, for any failure to realise a Premium
in the Bookbuilds, and for any difference between
the Retail Premium and the Institutional Premium.
The Joint Lead Managers and Ryman reserve the
right to allocate New Shares under the Bookbuilds
at their discretion.
If New Shares attributable to all or part of
your Entitlement are sold into a Bookbuild,
then you will forego any exposure to increases
or decreases in the value of those New Shares
and your percentage holding in Ryman will be
diluted by your non-participation in the Offer.
Any Premium realised under the Bookbuilds will
be announced by Ryman on the NZX Main Board
following the close of the relevant Bookbuild.
Allocations and scaling
Allocations and any necessary scaling of
applications for New Shares under the Bookbuilds
will be determined by Ryman in consultation with
the Joint Lead Managers (each acting reasonably)
at their discretion.
There is no assurance that any applicant for
New Shares in the Bookbuilds will be allocated
any New Shares or the number of New Shares
for which it has applied. In respect of the Retail
Bookbuild, if applications are scaled, Eligible Retail
Shareholders that apply for Additional New Shares
may not receive New Shares in respect of any or
all of their application monies.
Any refunds of application monies due to scaling
of applications or applications not being accepted
under the Retail Bookbuild will be made within five
Business Days following the date of the allotment
of New Shares under the Retail Entitlement Offer
(without interest). Refunds will not be paid for any
difference arising solely due to rounding or where
the aggregate amount of the refund payable to an
applicant is less than NZ$5.00.
PART 4: TERMS OF THE OFFER