Summerset Launches Fixed Rate Retail Bond Offer

Retail Bond
Presentation
1
Summerset Group Holdings Limited
27 February 2023
Joint Lead Managers
Co-Manager
Summerset on the Landing (Kenepuru, Wellington)

2
Disclaimer
Retail Bond Presentation
Disclaimer
This presentation has been prepared by Summerset Group Holdings Limited (SGHLor the Issuer) in relation to the offer of Bonds described in this presentation (Bonds). The offer of the Bonds is made in reliance upon
the exclusion in Clause 19 of schedule 1 of the Financial Market Conduct Act 2013 (FMCA). The offer of SGHL’s fixed rate, guaranteed, secured, unsubordinated Bonds is an offer of Bonds that have identical rights,
privileges, limitations and conditions (except for the interest rate and maturity date) as SGHL’s Bonds maturing on 11 July 2023, which have a fixed interest rate of 4.78 percent per annum, Bonds maturing on 24 September
2025, which have a fixed interest rate of 4.20 percent per annum, and Bonds maturing on 21 September 2027, which have a fixedinterest rate of 2.30 percent per annum (the Existing Bonds). The Existing Bonds are
currently quoted on the NZX Debt Market under ticker code SUM010, ticker code SUM020 and ticker code SUM030 respectively.
SGHL is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to participants in the market. That information
can be found by visiting www.nzx.com/companies/SUM
. The Existing Bonds are the only debt securities of SGHL that are currently quoted and in the same class as the Bonds. Investors should look to the market price of
the Existing Bonds to find out how the market assesses the returns and risk premium for those Bonds.
The information in this presentation is of general nature and does not constitute financial product advice, investment adviceor any recommendation by the Issuer, the Bond Supervisor, the Arranger, the Joint Lead
Managers, the Co-Manager or any of their respective directors, officers, employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds. Nothing in this presentation constitutes legal, financial, tax or
other advice.
The information in this presentation does not take into account the particular investment objectives, financial situation, taxation position or needs of any person. You should make your own assessment of an investment in
the Issuer or the Bonds and should not rely on this presentation. In all cases, you should conduct your own research on the Issuer and analysis of any offer, the financial condition, assets and liabilities, financial position and
performance, profits and losses, prospects and business affairs of the Issuer, and the contents of this presentation. An indicative terms sheet dated 27 February 2023 (Terms Sheet) has been prepared in respect of the
offer of the Bonds. You should read the Terms Sheet before deciding to purchase the Bonds.
The information in this document has been obtained from sources which the Issuer believes to be reliable and accurate at the date of preparation, but its accuracy, correctness and completeness cannot be guaranteed.
None of the Arranger, Joint Lead Managers, Co-Manager nor any of their respective directors, officers, employees and agents: (a)accept any responsibility or liability whatsoever for any loss arising from this presentation or
its contents or otherwise arising in connection with the offer of Bonds; (b) authorised or caused the issue of, or made any stat ement in, any part of this presentation; and (c) make any representation, recommendation or
warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained in this presentation and
accept no liability (except to the extent such liability is found by a court to arise under the Financial Markets Conduct Act2013 or cannot be disclaimed as a matter of law).
This presentation contains certain forward-looking statements with respect to the Issuer. All of these forward-looking statements are based on estimates, projections and assumptions made by the Issuer about
circumstances and events that have not yet occurred. Although the Issuer believes these estimates, projections and assumptions to be reasonable, they are inherently uncertain. Therefore, reliance should not be placed
upon these estimates or forward-looking statements and they should not be regarded as a representation or warranty by the Issuer, the directors of the Issuer or any other person that those forward-looking statements will
be achieved or that the assumptions underlying the forward-looking statements will in fact be correct. It is likely that actualresults will vary from those contemplated by these forward-looking statements and such variations
may be material.
The Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and regulations in New Zealand. This presentation may not be distributed and no Bonds may be offered for sale or sold
in any other country or jurisdiction except with the prior consent of the Issuer and in conformity with all applicable laws and regulations of that country or jurisdiction and the selling restrictions contained in the Terms Sheet.
Persons who receive this presentation and/or the Terms Sheet outside New Zealand must inform themselves about and observe allsuch restrictions. Nothing in this presentation is to be construed as authorising its
distribution, or the offer or sale of the Bonds, in any jurisdiction other than New Zealand and the Issuer accepts no liability in that regard.
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relati ng thereto that can be complied with on or before the distribution of the Terms Sheet
have been duly complied with. However, NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
Certain financial information contained in this presentation is prepared on a non-GAAP basis. “Underlying profit” is a non-GAAPmeasure and differs from NZ IFRS profit. Underlying profit does not have a standardised
meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. The underlying profit measure is intended to assist readers in determining the realised and
non-realised components of fair value movement of investment property and tax expense in the Summerset Group’s income statement.The measure is used internally in conjunction with other measures to monitor
performance and make investment decisions. Underlying profit is a measure which the Summerset Group uses consistently acrossreporting periods.
Refer to Note 2 of the 2022 Financial Statements for a reconciliation of non-GAAP underlying profit to GAAP net profit after tax.
2

3
Agenda
Offer Highlights
Business Overview
Financial Performance
Funding & Security Structure
Offer Terms and Timetable
Questions
Appendix
04
03
02
01
05
06
07

4
Offer Highlights
4
Bond offer further diversifies funding sources and provides tenor
Offer highlights
▪Total bank debt facilities of approximately$1.2b and total retail bonds of $375m before the offer
▪Net debt of $1.05b as at 31 December 2022
▪This bond will be used to repay a portion of existing drawn bank debt, refinance the SUM010 bonds and for general corporate
purposes, whilst also providing further diversification of funding sources and tenor
▪The existing bank debt facilities will remain in place providing funding headroom to continue our strong, well-managed
development growth
Retail bond offerDetails
IssuerSummerset Group Holdings Limited (listed on the NZX and ASX)
BondsFixed rate, guaranteed, secured, unsubordinated bonds of the Issuer
Guarantee and Security
Provided by the Issuer and each of the other Guarantors
Equal ranking with Summerset’s bank lenders and existing bondholders
Issue SizeUp to $125m, with the ability to accept oversubscriptions of up to an additional $50m at Summerset’s discretion
Maturity6 year bonds, maturing Friday 9 March 2029
Credit RatingThe bonds will not be rated
QuotationApplication to quote the bonds on the NZX Debt Market (NZDX) has been made
Joint Lead ManagersANZ, Craigs Investment Partners, Forsyth Barr, and Jarden
Co-ManagerHobson Wealth Partners
Retail Bond Presentation

Business
Overview
5
Summerset on the Landing (Kenepuru, Wellington)

Investment highlights
Retail Bond Presentation
Business Overview
6
Compelling fundamentals in the retirement village and aged care sector,
driven by an ageing population and increasing market penetration
Well positioned for growth with largest New Zealand land bank for a
retirement village operator and a successful track record of delivering new
retirement units and care beds
Victoria is a substantial opportunity to replicate the growth and success in
NZ with capacity to build over 2,070 units across seven Australian villages
Strong corporate governance and experienced management team with a
25-year track record of consistent delivery in both operational and development
capability
Strong balance sheet with quality assets and a prudent approach to capital
management
Funding is primarily used as working capital to fund developments through
their lifecycle, with debt recycled out of villages into new developments as they
are built and sold down
1
2
3
4
5
6

Summerset snapshot
Retail Bond Presentation
Business Overview
Diversified portfolio and land bank throughout
New Zealand and Australia
7
Our people
Our care
Our portfolio
7,400+
Residents
2,400+
Staff members
1,161
Care units in
portfolio
1
1,379
Care units in
land bank
5,518
Retirement units
in portfolio
5,985
Retirement units
in land bank
$5.8b
Total assets
Our capital
$2.1b
Market
capitalisation
2
Dual Listed
NZX / ASX since 2011
32.4%
Gearing
3
1. Care units includes care suites, memory care apartments and care beds
2. Market capitalisation is NZD at 31 December 2022
3. Gearing is defined as net debt divided by net debt plus equity
Information as at 31 December 2022 unless otherwise stated

Summerset background
Continuum of care continues to offer a compelling proposition to our residents
Business Overview
▪Continuum of care provides peace of mind for our
residents as they will be cared for when their health needs
change in the future
▪Align quality care and facilities across all ourvillages with a
focus on quality not scale
▪Industry-leading dementia strategy, memory care centres
and support throughout our villages
▪Offering care attracts older residents in our retirement units
leading to a shorter average tenure
▪In NZ, Summerset’s aged care offering is focused on
providing care for its own retirement village residents to
age in place –and as such has a lower proportion of aged
care than its NZ peers (who typically also provide aged
care to the wider community)
▪The continuum of care model is less common in Australia
and has an advantage when entering the Victorian market.
New residents are conscious of their future care needs and
consider this when choosing retirement villages
8
Retail Bond Presentation
8
Summerset Sessions
Virtual reality experience
Lumin technology
Services
Accommodation
SummersetProvides ComprehensiveContinuum of Care
Independent
Living Units
Villa
Independent
Apartment
Assisted
Living
Serviced
Apartment
Specialised
Care
Rest Home
Care
Memory
Care
Hospital
Care
Services
Accommodation

9
▪Land bank with capacity to build up to 5,224 retirement units in
New Zealand positions us well for further delivery growth beyond
FY22
▪A large and geographically diverse land bank allows delivery
over a greater number of sites, providing flexibility to capitalise
on positive market opportunities
▪Twenty-one greenfield sites in New Zealand including St Johns,
Cambridge, Lower Hutt, Milldale, Prebbleton and Waikanae
▪Seven greenfield sites in Australia at Cranbourne North,
Chirnside Park, Torquay, Mernda, Drysdale, Craigieburn and
Oakleigh South
▪Secured “approved provider” status from the Department of
Health in Australia to deliver residential aged care and home
care services
New Zealand portfolio by main operator
6251
9948
4204
3912
5646
4081
1957
1928
SummersetRymanOceaniaArvida
Existing portfolioNZ Landbank
Portfolio weighting by main operator
82.4%
74.8%
38.7%
78.1%
17.6%
25.2%
61.3%
21.9%
SummersetRymanOceaniaArvida
RetirementCare
Summerset has the second largest existing portfolio and the largest
Land bank of NZ listed peers
Summerset has the lowest weighting towards aged care of NZ listed
peers
Summerset is the second largest and fastest growing operator in the New Zealand retirement sector
Well positioned for growth
Peer APeer B
Peer C
Peer APeer B
Peer C
Business Overview
Retail Bond Presentation
5224
6679
Land bank
82.6%
17.4%

Operational overview
A design, build, own, operate model. Cash flows are generated from three key sources
Business Overview
10
Retail Bond Presentation
Virtual reality experience
Lumin technology
Accommodation
OperationsCash flows
1. Retirement
village
development
Design and construction of integrated retirement and
aged care communities
■Cost efficient quality construction of villages specifically
designed for older residents
■Build villages that integrate into the local environment,
providing residents with warm, welcome and vibrant
communities
■Occupation Right sales
■Development margin
2. Asset
management
Daily operation of integrated retirement and aged care
communities
■Manage a portfolio of retirement village and aged care
assets
■Manage ongoing sales of Occupation Rights
■Refurbish periodically to maintain economic value
■Deferred Management Fees (DMF) – primary source of
income for established villages
■Gains on resale of Occupation Rights
■Weekly resident levies and village service fees – stable
cash flows, contribute to operational costs
3. Agedcare
services
Provision of care in serviced apartments, memory
care apartments, rest home and hospital facilities
■Provide a high standard of quality aged care services
■Rest home, hospital and memory care fees
■Stable cash flows
■Includes Government funding for specified contracted
services

Environmental performance and sustainability
Business Overview
▪Summerset is a market leader in sustainability within the
retirement and aged care sector
▪Our ESG performance is strong and we continue to perform
well on key rating indices
▪We continue to be the only retirement village operator in
New Zealand to be carbonzero
TM
certified and were the first
to align our financing arrangements to sustainability linked
lending
▪To further our sustainability practices we have aligned with
other key organisations, including the Climate Leaders
Coalition and the New Zealand Green Building Council
▪Continued to advance integrating solar into our villages,
including on all new main buildings delivered from 2023
onwards - first village being Summerset Mount Denbyin
Whangārei
▪Progressed the switch to electric vehicles (EVs), and
retrofitted EV charging solutions into eight existing villages -
all new villages having them installed during construction
▪Named as a finalist in the Sustainable Business Network
Outstanding Collaboration Awards 2022 for our construction
waste diversion programme
▪In FY22 we diverted over 1,250 tonnes of construction
waste from landfill
11
Retail Bond Presentation
Our sustainability affiliations
Our environment
Our sustainability achievements

Business Overview
Our product
Richmond
Rototuna
Summerset at Avonhead (Christchurch)
Summerset at Monterey Park (Hobsonville, Auckland)
12
Summerset by the Dunes (PāpāmoaBeach, Tauranga)
Summerset at Pōhutukawa Place (Bell Block, New Plymouth)
Retail Bond Presentation

13
Financial
Performance

99
106
98
141
171
-
20
40
60
80
100
120
140
160
180
FY18FY19FY20FY21FY22
Summary financial metrics
Retail Bond Presentation
Financial Performance
Consistent cash flows, profitability & resilient balance sheet
Underlying profit ($m)
Sale of Occupation Rights
IFRS NPAT ($m)
Net operatingcash flows ($m)
Total assets ($b)
Retained earnings ($b)
14
218
238
267
383
369
-
50
100
150
200
250
300
350
400
450
FY18FY19FY20FY21FY22
2.77
3.34
3.89
4.92
5.84
-
1.0
2.0
3.0
4.0
5.0
6.0
7.0
FY18FY19FY20FY21FY22
339
329
404
540
537
301
323
381
438
470
0
200
400
600
800
1000
1200
FY18FY19FY20FY21FY22
New salesResales
0.69
0.84
1.04
1.54
1.77
-
0.3
0.5
0.8
1.0
1.3
1.5
1.8
2.0
FY18FY19FY20FY21FY22
215
175
231
544
269
-
100
200
300
400
500
600
FY18FY19FY20FY21FY22

NZ$mFY22FY21VarianceFY20
Care fees and village services144.6126.914%111.6
Deferred management fees92.375.223%60.8
Realised gain on resales70.259.917%46.1
Realised development margin104.978.534%48.2
Other income & interest received1.73.3(47%)0.1
Total income413.8343.820%266.7
Operating expenses211.8179.018%146.8
Depreciation and amortisation13.611.618%8.1
Net finance costs17.012.041%13.5
Total expenses242.4202.620%168.4
Underlying profit171.4141.121%98.3
Underlying profit
Underlying profit is a non-GAAP measure and differs from NZ IFRS profit for the period. Underlying profit does not have a
standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented
by other entities. The Directors have provided an underlying profit measure in addition to IFRS profit to assist readers in
determining the realised and unrealised components of fair value movement of investment property, impairment and tax
expense in the Group’s income statement. The measure is used internally in conjunction with other measures to monitor
performance and make investment decisions and has been audited by Ernst & Young. Underlying profit is a measure which
the Group uses consistently across reporting periods. Underlying profit is used to determine the dividend payout to
shareholders.
15
Financial Performance
▪Underlying profit of $171.4m, a full year record and
up 21% on FY21
▪Realised development margin of $104.9m, a 34%
increase, average margin of $195k per unit
▪The result also includes record performance in
operating earnings across our core business
functions in FY22:
▪Care fees and village services of $144.6m, up
14%
▪Deferred management fee of $92.3m, up 23%
▪Realised gain on resales of $70.2m, up 17%
and benefitting from good unit price growth
over a resident’s occupancy period
$171.4m
Underlying profit
21%
Increase on FY21
15
Retail Bond Presentation

NZ$mFY22FY21VarianceFY20
Net operating business cash flow21.945.8(52%)29.8
Receipts for residents' loans -new
sales
347.3337.63%237.0
Net operating cash flow369.2383.4(4%)266.8
Sale and purchase of land(179.1)(72.0)149%(43.2)
Construction of new IP & care
facilities
(427.9)(318.3)34%(245.9)
Refurb of existing IP & care facilities(11.0)(8.5)28%(9.4)
Other investing cash flows(9.5)(9.7)(2%)(8.4)
Capitalised interest paid(24.2)(16.5)47%(11.9)
Net investing cash flow(651.7)(425.0)53%(318.8)
Net proceeds from borrowings342.267.1410%78.5
Net dividends paid(28.2)(23.7)19%(19.4)
Other financing cash flows(14.6)(9.2)58%(12.8)
Net financing cash flow299.534.2776%46.3
Cash flows
Financial Performance
16
▪Net operating cash flows of $369.2m, down 4% from
$383.4m at FY21 with key movements being:
▪Increased expenses due to portfolio growth and
inflationary cost pressures
▪Timing of resale cash flows
▪Net operating business cash flows of $14.5m in 2H22
were up 95% on 1H22
▪Investing cash out flows of $651.7m, up 53% on
FY21, reflecting the following:
▪Land settlements in New Zealand and Australia
▪Includes Milldale, Chirnside Park and
Torquay - purchased in prior periods
▪Main building spend at Bell Block, Kenepuru,
PāpāmoaBeach, TeAwa and Whangārei
▪Construction progress at St Johns and Boulcott
▪Civils works at our new villages including
Blenheim, Cambridge, Prebbleton and
Cranbourne North (Melbourne)
▪Net financing cash flows of $299.5m, up $265.3m on
FY21 driven by higher net proceeds from borrowings
$369.2m
Net operating cash flows
4%
Decrease on FY21
Retail Bond Presentation

NZ$mFY22FY21VarianceFY20
Investment property5,4184,58018%3,639
Other assets422.3343.523%254.4
Total assets5,8404,92419%3,893
Residents' loans2,1651,84717%1,520
Face value of bank loans & bonds*1,074749.943%672.6
Other liabilities407.2402.11%345.5
Total liabilities3,6472,99922%2,538
Net assets**2,1931,92514%1,355
NTA (cents per share)943.9835.913%594.1
Balance sheet
$1.8b
Retained
earnings
Total assets
* Facevalueofdrawnbankdebtandretailbonds. Excludescapitalisedandamortisedtransactioncostsforloansand
borrowing,andfairvaluemovementonhedgedborrowings
** Netassetsincludessharecapital,reserves,andretainedearnings
***Netdebttonetdebt+ equity
$5.8b
Financial Performance
17
▪Total assets of $5.8b, up 19% on FY21 driven by
portfolio growth and the underlying value in our
existing villages
▪Investment property valuation of $5.4b, up 18% on
FY21
▪Retained earnings are now $1.8b, up 15% from
$1.5b at FY21. This continues to positively impact
balance sheet strength and company gearing ratios
▪Other assets include buildings, primarily care
centres which are valued annually
▪Net tangible assets per share of $9.44
15%
19%
Retail Bond Presentation
Gearing ratio of 32.4%, up from 29.4% at 1H22
New Zealand gearing ratio with Australian growth
related debt excluded is 26.4%
Gearing

Funding and
Security
Structure
18
Summerset Mt Denby (Whangārei, Northland)

Retail Bond Presentation
19
Summerset uses debt to fund the acquisition of land for future
development, and the development of land into villages
Debt is recycled out of completed village developments, into new
developments, as Occupation Right sales occur
The proposed bond issue will provide further diversification of funding
sources and tenor, whilst also pre-funding the maturity of the SUM010
Bonds
Total facility (including bonds) has an average tenure of 3.0 years
Summerset has three NZ$ retail bonds on issue totalling $375m
NZ bank facility consists of five tranches totalling $675m provided by
six banks
Australian bank facility consists of three AUD tranches totalling
NZ$518m
1
provided by six banks
Bank facility has undrawn capacity of $493.5m as at Dec 22
Summerset debt maturity profile
No debt maturing before 2H23
Funding and Security Structure
Bank facility as at 31 December 2022 approximately $1.2b, plus existing $375m of retail bonds
Purpose of debt and maturity profiles
CodeIssue DateMaturitySize
SUM010Jul-17Jul-23NZ$100m
SUM020Sep-18Sep-25NZ$125m
SUM030Sep-20Sep-27NZ$150m
Retail bonds outstanding
1. Denoted in NZD for the purpose of demonstrating debt maturity profile
-
$100m
$200m
$300m
$400m
$500m
$600m
FY23FY24FY25FY26FY27FY28FY29
Bank facilityNZ Bonds
2023 Bond offer2023 Bond oversubscriptions

Retail Bond Presentation
Funding and Security Structure
Significant headroom on loan to value ratio (LVR) covenant
Loan to valueratio covenant
Key terms of bond LVR covenant*:
LVR must not exceed 50%
Reported breach of LVR on a test date is an Event of Review
If an Event of Review occurs, Summerset must follow a
process specified in the Trust Deed to attempt to remedy the
breach. If the breach has not been remedied at the end of this
process, an Event of Default occurs
During any Event of Review or Event of Default, Guarantors
are not permitted to make any distributions to non-Guarantors
Bondholders benefit from cross acceleration provisions
Management remain comfortable with the current level of
headroom to all bank and bond covenant ratios
Loan to value ratio
34.0%
31.4%
32.3%
35.9%35.9%
29.8%
35.0%
20%
25%
30%
35%
40%
45%
50%
FY16FY17FY18FY19FY20FY21FY22
*LVR covenant (Total debt/Property value) is less than or equal to 50%, being the ratio of:
(a) Total Debt (which is effectively principal amounts outstanding under Summerset’s bank facilities, bonds and any other
secured facilities); to
(b) Property Value of the Guaranteeing Group’s land and permanent buildings that have been mortgaged to the Security Trustee
20
NZ$mFY22FY21VarianceFY20
Total debt1,074749.943%672.6
Property value3,0702,51422%1,875
Loan to value ratio35.0%29.8%17%35.9%

$5.8b
$3.6b
$2.2b
$0.0b
$2.2b
$1.1b
$0.4b
-
$1.0b
$2.0b
$3.0b
$4.0b
$5.0b
$6.0b
Total assetsLiabilites
preferred by
law*
Residents'
loans
Assets
remaining
Total bank
and bond
debt less
cash
(Net debt)
Other
liabilities**
Total equity
Retail Bond Presentation
21
Total assets as at 31 December 2022 of $5.8b, including investment
property ($5.4b) and PP&E ($0.3b)
Liabilities that rank in priority to the bank debt and bonds include
liabilities preferred by law* and liabilities secured by Statutory
Supervisors’ First Ranking Mortgages (Residents’ loans)
Assets of $3.6b remaining available after these claims as security
for current bank debt and bonds
Bank debt, bonds and other unsubordinated liabilities that have the
benefit of the Security rank on an equal ranking security basis total
$1.1b as at 31 December 2022
Bank debt and bonds have the benefit of first ranking mortgages
over undeveloped land owned by the group (land owning entities not
yet registered retirement villages) that more than cover the amount
of net debt as of 31 December 2022 (see chart)
ANZ is Security Trustee for both the bonds and the bank debt
The New Zealand Guardian Trust Company Limited is the Bond
Supervisor
Financial Position as at 31 December 2022
Funding and Security Structure
Assets of $3.6b available as security for financiers as at 31 December 2022 excluding residents’ loans
Security
Manager’sinterestinretirementvillages,
carecentres,andotherassets
* Liabilities preferred by law include employee entitlements, Inland Revenue and rights of creditors
preferred by law
** Other liabilities include items such as trade and other payables, revenue received in advance, deferred
tax liabilities and lease liabilities

Retail Bond Presentation
22
Summerset Group syndicated lending structure simplified - at 31 December 2022
Security structure
Listed Bond Issuer
and Debtor
Bank Debt
Borrower and
Debtor
Retirement Village
Debtor
Debtor
Summerset
Group Holdings
Listed Bond Issuer
Summerset
Holdings
Bank Debt Borrower
6 NZ Non-Village
Registered
Companies
any land bank sites
to be developed
20 NZ Non-Village
Registered
Companies
Non-land holding
entities
34 NZ Village
Registered
Companies
Assets secured by first
ranking mortgages
Other assets secured
by general security
deed
Assets secured by second
ranking mortgages behind
Statutory Supervisor, second
equal with banks and after
deducting loans to residents
secured by the Statutory
Supervisor
Other assets secured by
general security deed
Summerset Group
Guaranteeing Group
100%
in each
100%
in each
100%
in each
Summerset
Holdings (Australia)
Bank Debt Borrower
100%
100%
in each
2 AU Non-Village
Registered
Companies
any land bank sites
to be developed
100%
in each
Assets secured by first
ranking mortgages
Other assets secured
by general security
deed
100%
1 AU Village
Registered
Companies
100%
in each
Assets secured by second
ranking mortgages
(although no units have
been built and sold under
ORA yet)
Other assets secured by
general security deed
Funding and Security Structure
21 AU Non-Village
Registered
Companies
Non-land holding
entities

23
Offer Terms
and Timetable

Retail Bond Presentation
24
Offer Terms and Timetable
Key terms of the offer
SummaryDetail
Issuer
Summerset Group Holdings Limited
Instrument
Fixed rate, guaranteed, secured, unsubordinated bonds of the Issuer
Security
Bondholders share the benefit of the same security package as bank lenders. In New Zealand, the Statutory Supervisor has first rights to the proceeds of
security enforcement against all assets of the Village Registered Companies in New Zealand, and the bank lenders and bondholdersshare the remaining
proceeds to which the Security Trustee is entitled on a pro rata basis
In Australia, a Statutory Charge against the land and permanent buildings of any Village Registered Companies in Victoria secures the rights of village
residents and ranks ahead of the Security Trustee’s mortgage. The Security Trustee holds first ranking security over all other assets of any Village Registered
Companies in Victoria
Bank lenders and bondholders have first rights to the proceeds of security enforcement against all assets of Guarantors that areNon-Village Registered
Companies, in both Australia and New Zealand. The proceeds of enforcement available to the Security Trustee may be reduced by the claims of certain
creditors (described as ‘other liabilities’ on slide 21)
Guarantee
Guaranteed by the Guaranteeing Group, consistent with bank lenders and existing bonds. Total assets of the Guarantors must beatleast 90% of Summerset
Group’s assets and EBITDA of the Guarantors must be at least 90% of the EBITDA of the Summerset Group
Tenor and Maturity Date
6 years, maturing 9 March 2029
Offer Amount
Up to $125,000,000, with the ability to accept oversubscriptions of up to an additional $50,000,000 at the discretion of the Issuer
Credit Rating
The Bonds will not be rated
Interest Rate
Sum of the Issue Margin and the Base Rate, but in any case will be no less than the minimum Interest Rate. The Interest Rate will be announced by the Issuer
via NZX on or shortly after the Rate Set Date
Interest Payment
Quarterly in arrear in four equal payments
Early Redemption
Neither Holders nor the Issuer are able to redeem the Bonds before the Maturity Date. However, the Issuer may be required to repay the Bonds early if there is
an Event of Default
Financial Covenant
The Issuer to ensure the LVR* Covenant: Total Debt / Property Value <=50%
A reported breach of the LVR Covenant on a test date will be an Event of Review, which if not remedied at the end of the testingprocess will result in an Event
of Default
Distribution Stopper
Guarantors are not permitted to make a distribution to non-Guarantors if an Event of Review or Event of Default is continuing
Brokerage
0.50% of the amount issued plus 0.25% on firm allocations, paid by the Issuer
Issue Price & Applications
Issue price of par $1.00. The minimum application is $5,000 and in multiples of $1,000 thereafter
Listing
Application has been made to NZX to quote the Bonds on the NZX Debt Market under the ticker code SUM040
*LVR=Loan to Value Ratio

Retail Bond Presentation
25
Offer Terms and Timetable
Key dates of the offer
Retail bond offerDate
Opening Date
Monday, 27 February 2023
Firm Bids Due
12pm, Thursday, 2 March 2023
Closing Date and Rate Set Date
Thursday, 2 March 2023
Issue Date and Allotment Date
Thursday, 9 March 2023
Expected Date of Initial Quotation on the NZX Debt Market
Friday, 10 March 2023
Interest Payment Dates
9 March, 9 June, 9 September, 9 December
First Interest Payment Date
Friday 9 June 2023
SUM010 Maturity
Tuesday, 11 July 2023
Maturity Date
Friday, 9 March 2029

Questions
26

27
Summerset Richmond Ranges (Tasman)
Appendix

Appendix
Retaill Bond Presentation
Board of Directors
28
Mark Verbiest
Chair, Independent
LLB CFInstD
Mark is Chair of the Board. Mark is
a lawyer by training, having spent
many years in private practice as
partner of a large national law firm.
He subsequently joined the senior
executive team at Telecom New
Zealand as Group General
Counsel, also having executive
responsibility for other corporate
groups and two business units.
He is currently the Chair of listed
company Meridian Energy. He
recently retired as Chair of
Freightways and from the Board of
ANZ Bank New Zealand. Mark has
previously been Chair of Spark,
Transpower NZ, Willis Bond
Capital and a director of a number
of other companies and entities,
including the inaugural board of
the Financial Markets Authority
and the advisory board to NZ
Treasury. Mark has been Chair of
Summerset since July 2021.
Dr Marie Bismark
Independent
MBChB, LLB, MBHL, MPH, MD, MPsych,
FAICD, FAFPHM
Marie is Chair of Summerset’s
Clinical Governance Committee.
She holds degrees in law,
medicine, bioethics and public
health, and has completed a
Harkness Fellowship in
Healthcare Policy at Harvard
University.Marie works as a
psychiatry registrar with Te
WhatuOra/Health New Zealand,
and as a Professor at Melbourne
University.Her research focuses
on patients' rights, quality of care,
and medical regulation.
Marie is an experienced company
director, serving on the boards of
GMHBA Health Insurance, The
Royal Women's Hospital in
Melbourne, and on the Veterans'
Health Advisory Panel.
Marie has been a director of
Summerset since 2013.
Stephen Bull
Independent
BCom, BPsych(Hons), MAICD
Stephen is the Chair of Summerset's
Development and Construction
Committee. He has over 25 years’
experience in real estate, community
creation and finance roles. He has held
executive roles at Westfield, AMP and
Stockland. Stephen finished executive
work in 2018 and for the last five years
of his executive career was a Group
Executive at Stockland and CEO of
their retirement village business. Prior
to his real estate career in Australia,
Stephen spent several years working in
investment banking in London.
Stephen holds a Bachelor of
Commerce and a Bachelor of
Psychology (Honours) and is a member
of Chartered Accountants (Australia
and New Zealand). In addition, he is a
Member of the Australian Institute of
Company Directors (MAICD).
He is currently a non-executive director
of Bridge Housing Ltd and sits on the
investment committees for the NSW
Government’s Transport Holding
(TAHE), the MaxCapIndustrial
Opportunities Fund and the Wingate
Direct Property business. Stephen has
been a director of Summerset since
2022.
Venasio-Lorenzo Crawley
Independent
MBA, BA
Vena’s vast business career enables him to
contribute as a member of Summerset’s Audit
& Risk, People & Culture and the
Development & Construction
committees.Vena is well known for his
unique combination of experiences in
Organisational Transformation, Customer
Experience, ICT and New Technologies with
in-depth specialties in Culture and Change
Management, Operation’s Optimisation,
Digital and Data Monetisation. Vena is also an
independent member of TeWhatuOra/Health
NZ – People, Culture, Development and
Change Committee. He is the Chair of the
AUT Business School Advisory Board and a
member of the IOD - Pacific Governance
Advisory Board.He was also the Future
Director for The Warehouse Group
contributing to their transformation
programme and set-up of the digital platform,
The Marketplace. Vena recently completed
his executive career as the Divisional CEO,
Retail/Chief Customer Officer where he led
the successful business turnaround and
transformation of Contact Energy’s Retail,
LPG, Broadband, Commercial and Industrial
businesses. He has held senior executive
positions at ASB Group and IAG in both New
Zealand, Australia and the United Kingdom.
Venasio-Lorenzo has been a director of
Summerset since 2020.

Appendix
Retaill Bond Presentation
Board of Directors
29
GráinneTroute
Independent
BA, Grad Dip Bus Studs, CMinstD
Gráinneis Chair of Summerset’s
People and Culture Committee. She is
a Chartered Fellow of the Institute of
Directors and is also Chair of Tourism
Industry Aotearoa and a director of
Tourism Holdings, InvestoreProperty
and Duncan Cotterill.Gráinneis a
professional director with many years’
experience in senior executive roles.
She was General Manager,Corporate
Services at SKYCITY Entertainment
Group and Managing Director of
McDonald’s Restaurants (NZ). She
also held senior management roles
with Coopers and Lybrand (now PwC)
and HR Consultancy Right
Management. Gráinnehas vast
expertise in operating customer-
focused businesses in highly
competitive sectors. She has also
spent many years as a trustee and
Chair in the not-for-profit sector,
including having been the Chair of
Ronald McDonald House Charities
New Zealand for five years.Gráinne
has been a director of Summerset
since 2016.
Anne Urlwin
Independent – retires from the Board on 28
February 2023
BCom, FCA, CFInstD, MAICD, ACIS, FNZIM
Anne is the Chair of Summerset’s Audit
Committee. She is a professional
director with experience in a diverse
range of sectors including construction,
property development, health,
infrastructure, telecommunications,
regulation and financial services. She is
a director of Precinct Properties New
Zealand, Ventia Services Group and
Vector. Her other directorships include
City Rail Link and Queenstown Airport
Corporation.Anne is a former director of
Tilt Renewables, Southern Response
Earthquake Services and Chorus, and a
former Chair of national commercial
construction group Naylor Love
Enterprises and of the New Zealand
Blood Service. Anne is a Chartered
Accountant with experience in senior
finance management roles in addition to
her governance roles.Anne has been a
director of Summerset since 2014.Anne
joined the board of Infratilin January
2023 and will retire as a director of
Summerset and Queenstown Airport
Corporation on 28 February 2023.
Dr Andrew Wong
Independent
BHB, MBChB, MPH
Dr Andrew Wong is the Managing
Director of HealthCare Holdings Ltd, a
private healthcare investment company.
He qualified as a specialist medical
practitioner with a Masters in Public Health,
and with a Fellowship of the New Zealand
College of Public Health Medicine.He has
extensive experience in strategic planning
and implementation, business development,
leadership and operational management.
This has been gained over a 30 year career
in public and private health both in New
Zealand and overseas. He is a director of a
number of companies through his
HealthCare Holdings role.These include
Auckland Radiation Oncology, MercyAscot
hospitals, Kensington Hospital and Mercy
Radiology.Other present and past
directorships include companies providing
services in the areas of interventional
cardiology, healthcare property development,
medical supplies, day and inpatient surgery
and endoscopy, and veterinary medicine.He
has held government appointments with
Health Workforce New Zealand and the
Health Innovation Hub, as well as sitting on
the Executive of the New Zealand Private
Hospitals Association.Andrew is an Adjunct
Professor of AUT. Andrew has been a
director of Summerset since 2017.
Fiona Oliver
Independent – joins the Board on 1 March 2023
LLB.BA, CFInstD
Fiona is an experienced professional director
with a governance career spanning a variety
of sectors, including renewable energy,
natural gas, technology, commercial
property, financial services, professional
services, and sport. These roles ranging from
Board Member to Audit & Risk Committee
Chair, have been in commercial, public
sector and not-for-profit entities including
Freightways (NZX), First Gas/First Gas
Services, Gentrack (NZX/ASX), and Tilt
Renewables (NZX/ASX). She was awarded
the New Zealand Shareholders Association’s
Beacon Award in 2021. Fiona has held
Executive leadership roles in funds
management for Westpac (BT Funds
Management) and AMP in New Zealand. She
has also held commercial roles in asset
management and private equity in Sydney
and London. Prior to her management
career, Fiona practised as a senior corporate
and commercial lawyer in New Zealand and
overseas, specialising in mergers and
acquisitions. Fiona joins the Board as a non-
executive independent director on 1 March
2023.

Appendix
Retaill Bond Presentation
Management
30
Scott Scoullar
Chief Executive Officer
CA, FCPA, BCA
Scott has overall responsibility for
Summerset and is focused on
developing and operating vibrant
villages, and ensuring that respect
for our customers is always at the
core of everything we do.
Prior to becoming Chief Executive
Officerin 2021, Scott was
Summerset's Chief Financial
Officer after joining Summerset in
2014. Before joining Summerset,
Scott held CFO roles at Housing
New Zealand and Inland Revenue.
Scott was named CFO of the Year
at the New Zealand CFO Summit
Awards in 2019 and was NZICA’s
Public Sector CFO of the Year in
2011. Scott is also a Fellow of
CPA Australia, and a CPA New
Zealand Council Board Member.
Will Wright
Chief Financial Officer| MBA (Hons.),
PGDip BusAdmin, BA (Eco),DipPOM,
DipGM
Will is our Chief Financial Officer
and GM Corporate Services.
He is responsible for Finance and
Corporate Services including IT,
Legal, Property and the Project
Management Office. Before
joining Summerset in 2021, Will
was Chief Financial Officer of the
Building Products division at
Fletcher Building. He has
previously been Fletcher
Building’s General Manager
Strategy and Portfolio, and Chief
Financial Officer of the
Residential & Land Development
division. Prior to his roles at
Fletcher Building, Will held
various roles in corporate
finance. He holds an MBA from
the University of Auckland, a Post
Graduate Diploma in Business
Administration from the University
of Auckland Business School,
and an Economics degree
from the University of New
South Wales.
Dave Clegg
General Manager People and Culture
MBA
Dave is responsible for leading
Summerset’s People and Culture and
Health and Safety teams to build and
grow Summerset's people capability,
wellbeing and engagement.
Before joining Summerset in 2018,
Dave was the General Manager of
People and Culture at Steel & Tube.
Dave has over 25 years’ experience in
human resources leadership roles in
New Zealand and overseas.
Dave holds an MBA from Southern
Cross University in Australia.
Kay Brodie
General Manager Marketing
and Communications| BCA, BSc
Kay joined Summerset in 2018
and is responsible for leading the
marketing and communications
team based in the Wellington
office. Her marketing and
advertising experience has been
gained over 25 plus years across
a range of industries including
retail, loyalty programmes,
government and insurance; both
within advertising agencies and
client organisations.
.
Fay French
General Manager Sales
RNZcmpN
Fay leads our national sales team
and can be found atSummerset's
Wellington office or at one of our
many New Zealand villages.
Fay has a breadth of experience
across sales, hospitality and the
health sector. Prior to joining
Summerset in 2015, she held a
sales leadership role at a leading
New Zealand e-commerce
platform where she was
responsible for leading a team of
business development managers.
Trained as a registered nurse,
Fay has worked in various nursing
roles and medical sales for Roche
Pharmaceuticals.
.
.

Appendix
Retaill Bond Presentation
Management
31
Aaron Smail
General Manager Development
BE (Civil), BBS
Aaron leads Summerset’s
development team in New
Zealand, covering site
acquisitions, project feasibilities,
consents, and design for villages.
Previous roles in his 25 plus years
of property and development
experience include senior
positions at Todd Property Group
and Kiwi Property. Aaron has been
with Summerset since 2015.
Dean Tallentire
General Manager Construction
BSc (Hons), HND, RICS
Dean leads our procurement,
cost management, construction
management and administration
support teams in the construction
team. Dean has extensive
construction and development
experience and has led teams in
the public and private sectors
within developer and main
contractor environments.
Dean has been with Summerset
since 2015.
Eleanor Young
General Manager Operations
and Customer Experience| BSc (Hons)
Eleanor oversees the operational
performance across all Summerset
villages. Her focus on service
experience and delivery ensures
Summerset’s residents receive the
highest quality facilities and care.
Before joining Summerset in 2016,
Eleanor held senior roles at Inland
Revenue. This included four years as
the Group Manager of Customer
Services, managing over 2,000 staff
across New Zealand to deliver services
to customers.Eleanor has a
background in human resources
within both the public and private
sector, having worked in managerial
roles for the Ministry of Social
Development, Mighty River Power
and Air New Zealand.
Stewart Scott
General Manager Development –
Australia| Masters Property (UNSW)
BLArch(UNSW)
Stewart leads Summerset’s
development activities in Australia
including feasibilities, approvals,
design and construction. Stewart
has over 25 years’ experience in
the property and development
industry. He has previously held
senior executive positions in
development, sales and
operations within aged care
and retirement sector.

600
450
30
30
30
30
30
132
160
0
100
200
300
400
500
600
700
800
On entryYear 1Year 2Year 3Year 4//Year 8
Unit PriceReturned to residentDMF (Net of Refurbishment)Gain on resale
How an Occupation Right Agreement works
Summerset earns a deferred management fee (percentage of incoming price) and all capital gains on resale of
the Occupation Right
Appendix
▪Residents moving into a retirement village in New
Zealand enter into an Occupation Right Agreement
(ORA) and in Victoria enter into a Residence
Contract
▪Both an ORA and a Residence Contract grant the
resident the right to occupy a retirement unit in
exchange for a lump sum payment (Purchase Price)
to the operator (recorded as residents’ loans on the
balance sheet). Legal ownership of the retirement
unit remains with the retirement village operator
▪A deferred management fee (DMF) is accrued over a
resident’s tenure and realised in cash on the resale
of the Occupation Right. For Summerset, this is
typically a maximum of 25% of the Purchase Price
▪When a resident vacates their unit, they are entitled
to be repaid the Purchase Price less the accrued
DMF. This payment is required to be paid to the
resident:
▪In New Zealand, when Summerset resells the
Occupation Right for that unit
▪In Victoria, within six months of the resident
vacating the unit or when Summerset resells
the Residence Contract (whichever is earlier)
32
Retail Bond Presentation
32
Virtual reality experience
Lumin technology
▪Summersetoperatesundera25%DMF
accruedover5 years– calculatedasa %of
entryprice
▪Residenttenureof8 yearandHousePrice
Inflationgrowthof 3% p.a.
At exit Summerset receives:
$292k
Capital gain $160k
Accrued DMF $132k (net
of refurbishment cost*)
$742k
sale
price to
new
resident
*Refurbishment costs have been calculated as 3% of entry price. Accrued DMF is used to cover the cost of refurbishment at exit
($k)

The bonds share the security provided by the Guaranteeing Group on an equal ranking basis with Summerset’s bank lenders
as per the Security Trust Deed
The Statutory Supervisor’s mortgage is for the protection of residents’ rights and does not give the Statutory Supervisor
discretion to demand repayment of residents’ loans
The security ranking of the bonds and bank lenders is outlined in the table below
Security
Entity typeAssetsNew Zealand security*Australia security*
Village Registered
Companies
Land and permanent
buildings
Second ranking mortgage
(behind a first mortgage in favour of the Statutory
Supervisor)
Second ranking mortgage
(behind a Statutory Charge protecting amounts owing
to village residents)
Other assets
General security deed**
(Statutory Supervisor has first rights to proceeds of
enforcement)
First ranking rights to proceeds of enforcement**
Non-Village Registered
Companies
All assets (including
any land and
permanent buildings,
and other assets)
First ranking mortgage and general security deed**First ranking mortgage and general security deed**
* Subjecttotherightsofcreditorspreferredbylaw,asdetailedonslide21
** Theinterestsofcertainothercreditors(describedas‘otherliabilities’onslide21)mayalsorankaheadofthebondsandSummerset’sbanklenders
Bondholders on an equal ranking security basis with bank lenders
Retail Bond Presentation
Appendix
33

97%
96%
96%
96%
95%
-
20%
40%
60%
80%
100%
FY18FY19FY20FY21FY22
96%
96%
96%
97%
93%
-
20%
40%
60%
80%
100%
FY18FY19FY20FY21FY22
Customer profile & occupancy
Occupancy, tenure and resident demographic statistics
Occupancy – retirement villagesOccupancy – established care centres
Average entry age of residents (years)Average resident tenure (years)
Appendix
34
Retail Bond Presentation
6.5
5.8
6.1
4.6
5.4
4.6
2.7
2.4
2.4
0.7
-
2
4
6
8
FY20FY21FY22
VillasApartmentsServiced & memory care apartmentsCare Suites
78.7
79.2
79.8
78.8
79.1
79.9
85.4
85.7
85.1
87.5
84.0
60
65
70
75
80
85
90
FY20FY21FY22
VillasApartmentsServiced & memory care apartmentsCare Suites

New Zealand expected to see strong population growth and substantial undersupply over the next 35 years
New Zealand population growth 75 years and overNew Zealand Independent Living Unit (ILU) net build rate
Appendix
35
Source: Australian Bureau of Statistics and Statistics New Zealand
Retail Bond Presentation
Victoria population growth 75 years and over
Source: Analyst reports, company reports, Statistics New Zealand, CBRE
Compelling demographic and undersupply opportunity
0%
2%
4%
6%
8%
10%
12%
14%
16%
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
20022007201220162022202320282033203820432048205320582062
VIC population 75+ (LHS)% population 75+ (RHS)
-
2%
4%
6%
8%
10%
12%
14%
16%
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
20022007201220162022202320282033203820432048205320582063
NZ population 75+ (left hand axis)% population 75+ (right hand axis)
-20,000
-15,000
-10,000
-5,000
-
5,000
10,000
15,000
20,000
25,000
30,000
2021-20232023-20282028-20332033-20382038-2043
Forecast new supplyForecast new demandCumulative variance

Ngā mihi
For more information:
Will Wright
Chief Financial Officer
will.wright
@summerset.co.nz
021 490 251
36

---

Indicative Terms Sheet
Summerset Group Holdings Limited
27 February 2023
Joint Lead
Managers:
Co-Manager:
Artist impression of Summerset St Johns

2
Indicative Terms Sheet
Summerset Group Holdings Limited
Indicative Terms Sheet
This Indicative Terms Sheet sets out the key terms of the offer (“Offer”) by Summerset Group
Holdings Limited (“Summerset”) of up to $125,000,000 (with the ability to accept up to an
additional $50,000,000 of oversubscriptions at Summerset’s discretion) of guaranteed, secured,
unsubordinated fixed rate bonds maturing on 9 March 2029 (“Bonds”) under its master trust deed
dated 30 May 2017 (as amended from time to time) (“Trust Deed”) as modified and supplemented
by a supplemental trust deed dated 27 February 2023 (together, “Trust Documents”) entered into
between Summerset and The New Zealand Guardian Trust Company Limited (“Supervisor”). Unless
the context otherwise requires, capitalised terms used in this Indicative Terms Sheet have the same
meaning given to them in the Trust Documents.
Investors should refer to the Trust Documents for the full terms of the Bonds.
Important Notice
The Offer of debt securities by Summerset is made in reliance upon the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).
The Offer contained in this Indicative Terms Sheet is an offer of bonds that have identical rights,
privileges, limitations and conditions (except for the interest rate and maturity date) as:
• Summerset’s bonds maturing on 11 July 2023, which have a fixed interest rate of 4.78% per
annum and are currently quoted on the NZX Debt Market under the ticker code SUM010;
• Summerset’s bonds maturing on 24 September 2025, which have a fixed interest rate of 4.20%
per annum and are currently quoted on the NZX Debt Market under the ticker code SUM020;
and
• Summerset’s bonds maturing on 21 September 2027, which have a fixed interest rate of 2.30%
per annum and are currently quoted on the NZX Debt Market under the ticker code SUM030,
(together the “Existing Bonds”).
Accordingly, the Bonds are the same class as the Existing Bonds for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014.
Summerset is subject to a disclosure obligation that requires it to notify certain material information
to NZX Limited (“NZX”) for the purpose of that information being made available to participants in
the market. That information can be found by visiting www.nzx.com/companies/SUM.
The Existing Bonds are the only debt securities of Summerset that are currently quoted and in the
same class as the Bonds.
Investors should look to the market price of the Existing Bonds referred to above to find out how the
market assesses the returns and risk premium for those bonds.

3
Indicative Terms Sheet
Summerset Group Holdings Limited
Issuer
Summerset Group Holdings Limited (“Summerset”).
Instrument
Fixed rate, guaranteed, secured, unsubordinated bonds (“Bonds”).
Status
The Bonds will be issued under the Trust Documents described above.
Principal and interest amounts in respect of the Bonds will be direct, secured,
unsubordinated obligations of the Issuer and rank pari passu with all other
unsubordinated obligations of the Issuer, except indebtedness preferred by law.
Guarantors
Consistent with the Guarantors for Summerset’s bank facilities.
Holders will have the benefit of the following coverage ratios:
• Total Assets of the Guaranteeing Group must comprise at least 90% of the
Total Assets of the Summerset Group; and
• EBITDA of the Guaranteeing Group for each rolling 12 month period must
not be less than 90% of EBITDA of the Summerset Group for that period.
Purpose
The proceeds of the Offer will be used to repay a portion of existing drawn
bank debt, for the refinancing of the SUM010 bonds, and for general
corporate purposes of the Summerset Group. The Offer will provide
diversification of funding sources and tenor for the Summerset Group.
More broadly, the Summerset Group’s principal use of debt is to facilitate the
acquisition of land for development and the development and construction
of retirement villages.
Security
Holders will share the benefit of the same security package as Summerset’s
banks on a pro rata basis. The security is held by the Security Trustee.
The key securities that Summerset’s banks and Holders will have the benefit
of are set out below.
New Zealand Securities
• A second ranking mortgage over the land and permanent buildings of
each Village Registered Company incorporated in New Zealand, which
are the entities that operate Summerset’s registered retirement villages
in New Zealand. This ranks behind a first ranking mortgage in favour of
Public Trust (as the Statutory Supervisor of the relevant retirement village)
securing amounts and obligations owing to village residents.
• A first ranking mortgage over land and permanent buildings owned by
other Summerset Group companies (described as Non-Village Registered
Companies) incorporated in New Zealand, being undeveloped land and
land under development.
• A General Security Deed, which grants security over all assets of the
Guaranteeing Group companies incorporated in New Zealand. However,
the Statutory Supervisor has first rights to the proceeds of security
enforcement against the assets of the Village Registered Companies
incorporated in New Zealand.
Key Terms of the Bonds

4
Indicative Terms Sheet
Summerset Group Holdings Limited
Security
(continued)
The Statutory Supervisor is entitled to the proceeds of security
enforcement against all assets of the Village Registered Companies
incorporated in New Zealand, in priority to Summerset’s banks and Holders.
Summerset’s banks and Holders (including Holders of the Existing Bonds)
will share the remaining proceeds of security enforcement against the
assets of Village Registered Companies incorporated in New Zealand to
which the Security Trustee is entitled on a pro rata basis.
Australian Securities
• A second ranking mortgage over the land and permanent buildings
of any Village Registered Company incorporated in Australia. This
ranks second in priority behind a statutory charge against the land and
permanent buildings under s29 of the Retirement Villages Act 1986 (Vic)
securing amounts owing to village residents. Note that Summerset has
one Village Registered Company in Australia, and continues to progress
a number of village developments in Victoria.
• A first ranking mortgage over any land and permanent buildings owned
by Non-Village Registered Companies incorporated in Australia, being
undeveloped land and land under development.
• A General Security Deed, which grants security over all assets of the
Guaranteeing Group companies incorporated in Australia.
There is no requirement to appoint a Statutory Supervisor or equivalent for
each Registered Village in Australia.
Financial
Covenant
Loan to Value (LVR) Covenant
Summerset will ensure, on each Test Date, that the ratio of:
a. Total Debt (which is effectively principal amounts outstanding under
Summerset’s bank facilities, bonds and any other secured facilities); to
b. Property Value of the Guaranteeing Group’s land and permanent
buildings that have been mortgaged to the Security Trustee,
is less than or equal to 50%.
A reported breach of the LVR Covenant in respect of a Test Date will be an
Event of Review. Summerset must then follow a process specified in the
Trust Deed to attempt to remedy the breach. If the breach has not been
remedied at the end of this process, an Event of Default occurs.
Distribution stopper
Guarantors are not permitted to make any Distributions to non-Guarantors
if an Event of Default or Event of Review is continuing.
Refer to the Trust Deed for more detail on Covenants that will apply to
the Bonds.
Credit Rating
The Bonds will not be rated.

5
Indicative Terms Sheet
Summerset Group Holdings Limited
Issue Amount
Summerset is offering up to $125,000,000 of Bonds with the ability to
accept additional oversubscriptions of up to $50,000,000 at Summerset’s
discretion. The Offer is not underwritten.
Interest Rate
The Interest Ra
te will be the sum of the Issue Margin and the Base Rate, but in
any case will b
e no less than the minimum Interest Rate of 6.45% per annum.
The Interest Ra
te will be announced by Summerset via NZX on or shortly
after the Rate Set Date.
Indicativ
e Issue
Margin
The indicative range of the Issue Margin is 1.85% - 2.00% per annum.
Issue Margin
The Issue Margin (which may be above or below the indicative Issue Margin
range) will be determined by Summerset in consultation with the Joint Lead
Managers following completion of the book-build process and announced
via NZX on or shortly after the Rate Set Date.
Base Rate
A mid-market rate for an NZD interest rate swap (adjusted to a quarterly basis
as necessary), for a term matching the period from the Issue Date to the
Maturity Date as calculated by the Arranger in consultation with Summerset,
according to market convention, with reference to Bloomberg page ‘ICNZ4’
(or any successor page) on the Rate Set Date (rounded to 2 decimal places, if
necessary, with 0.005 being rounded up).
Interest Payments
& Interest
Payment Dates
Interest will be payable quarterly in arrear in equal amounts on 9 March,
9 June, 9 September and 9 December of each year up to and including the
Maturity Date. The first Interest Payment Date will be 9 June 2023.
If an Interest Payment Date is not a business day, the due date for the payment
to be made on that date will be the next following business day and no
adjustment will be made to the amount payable as a result of the delay
in payment.
Early
Redemption
Neither Holders nor Summerset are able to redeem the Bonds before the
Maturity Date. However, Summerset may be required to repay the Bonds
early if there is an Event of Default.

6
Indicative Terms Sheet
Summerset Group Holdings Limited
Brokerage
Summerset will pay brokerage of 0.50% of the aggregate principal amount
of the amount issued plus 0.25% on firm allocations. Such amounts will be
paid to the Arranger who will distribute as appropriate to Primary Market
Participants and approved financial intermediaries.
Record Date
5.00pm on the tenth calendar day before the due date for that payment or, if
that day is not a business day, the preceding business day.
Issue Price
$1.00 per Bond.
Minimum
Application
The minimum application is $5,000, with multiples of $1,000 thereafter.
Minimum Holding
Bonds with an aggregate principal amount of $5,000.
How to Apply
All of the Bonds, including oversubscriptions, are reserved for clients of
the Joint Lead Managers, institutional investors and other primary market
participants invited to participate in the book-build. There will be no public
pool for the Offer. Accordingly, retail investors should contact a Joint Lead
Manager, their financial adviser or any primary market participant for details
on how they may acquire Bonds. You can find a primary market participant
by visiting https://www.nzx.com/services/market-participants.
In respect of oversubscriptions or generally, any allotment of Bonds will be
at Summerset’s discretion, in consultation with the Joint Lead Managers.
Summerset reserves the right to refuse all or any part of an application
without giving any reason.
Each investor’s financial adviser will be able to advise them as to what
arrangements will need to be put in place for the investors to trade
the Bonds including obtaining a common shareholder number (CSN),
an authorisation code (FIN) and opening an account with a primary
market participant as well as the costs and timeframes for putting such
arrangements in place.
ISIN
NZSUMD0040L5.

Transfers
Holders are entitled to sell or transfer their Bonds at any time subject to
the terms of the Trust Documents, the selling restrictions set out below
and applicable securities laws and regulations. Summerset may decline to
register a transfer of Bonds for the reasons set out in the Trust Documents.
The minimum amount of Bonds a Holder can transfer is $1,000, and
integral multiples of $1,000 thereafter. No transfer of Bonds or any part of
a Holder’s interest in a Bond will be registered if the transfer would result in
the transferor or the transferee holding or continuing to hold Bonds with an
aggregate principal amount of less than the minimum holding of $5,000
(other than zero).

7
Indicative Terms Sheet
Summerset Group Holdings Limited
NZX Quotation
Summerset will take any necessary steps to ensure that the Bonds are,
immediately after issue, quoted on the NZX Debt Market. Application
has been made to NZX for permission to quote the Bonds on the NZX
Debt Market and all the requirements of NZX relating thereto that can be
complied with on or before the distribution of this Indicative Terms Sheet
have been duly complied with. However, NZX accepts no responsibility
for any statement in this Indicative Terms Sheet. NZX is a licensed market
operator and the NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market
Ticker Code
SUM040.
Selling
Restrictions
The Bonds may only be offered for sale or sold in New Zealand in conformity
with all applicable laws and regulations in New Zealand. No Bonds may be
offered for sale or sold in any other country or jurisdiction except with the
prior consent of Summerset and in conformity with all applicable laws and
regulations of that country or jurisdiction and the selling restrictions contained
in this Indicative Terms Sheet.
This Indicative Terms Sheet may not be published, delivered or distributed
in or from any country or jurisdiction except under circumstances which
will result in compliance with all applicable laws and regulations in that
country or jurisdiction and the selling restrictions contained in this Indicative
Terms Sheet.
By purchasing the Bonds, each Holder agrees to indemnify Summerset, the
Bond Supervisor, the Arranger, the Joint Lead Managers and their respective
directors, officers, employees and agents in respect of any loss, cost, liability
or expense sustained or incurred as a result of the breach by the Holder of the
selling restrictions set out above.
Governing Law
New Zealand.

8
Indicative Terms Sheet
Summerset Group Holdings Limited
The dates set out in this Indicative Terms Sheet are indicative only and are subject to change.
Summerset has the right in its absolute discretion and without notice to close the Offer early, to
accept late applications, to extend the Closing Date or to choose not to proceed with the Offer. If the
Closing Date is extended, subsequent dates may be extended accordingly.
The Arranger, the Joint Lead Managers and their respective directors, officers, employees and agents:
a. have not authorised or caused the issue of, or made any statement in, any part of this Indicative
Terms Sheet;
b. do not make any representation, recommendation or warranty, express or implied regarding the
origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omis-
sions in, any information, statement or opinion contained in this Indicative Terms Sheet; and
c. to the extent permitted by law, do not accept any responsibility or liability for this Indicative
Terms Sheet or for any loss arising from this Indicative Terms Sheet or its contents or otherwise
arising in connection with the offer of Bonds.
This Indicative Terms Sheet does not constitute financial advice or a recommendation from the
Arranger, any Joint Lead Manager or any of their respective directors, officers, employees, agents or
advisers to purchase any Bonds.
You must make your own independent investigation and assessment of the financial condition and
affairs of Summerset before deciding whether or not to invest in the Bonds.
Opening Date
Monday, 27 February 2023.
Closing Date
12:00pm, Thursday, 2 March 2023.
Rate Set Date
Thursday, 2 March 2023.
Issue Date and
Allotment Date
Thursday, 9 March 2023.
Expected Date of
Initial Quotation
Friday, 10 March 2023.
Maturity Date
Thursday, 9 March 2029.
Important Dates

9
Indicative Terms Sheet
Summerset Group Holdings Limited
Other Information
Copies of the Trust Documents are available at Summerset’s website at
www.summerset.co.nz/bondoffer.
Any internet site addresses provided in this Indicative Terms Sheet are for reference only and, except
as expressly stated otherwise, the content of any such internet site is not incorporated by reference
into, and does not form part of, this Indicative Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest.
In particular, you should consult your tax adviser in relation to your specific circumstances. Investors
will also be personally responsible for ensuring compliance with relevant laws and regulations
applicable to them (including any required registrations).
For further information regarding Summerset, visit www.nzx.com/companies/SUM.
Contact Information
Issuer
Summerset Group Holdings Limited
Level 27, Majestic Centre
100 Willis Street
PO Box 5187
Wellington 6140
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Arranger and Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Joint Lead Manager
Craigs Investment Partners Limited
158 Cameron Road
Tauranga 3110
Joint Lead Manager
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011
Joint Lead Manager
Jarden Securities Limited
Level 14, ANZ Centre
171 Featherston Street
Wellington 6011
Co-Manager
Hobson Wealth Partners Limited
Level 4, Australis Nathan Buildings
37 Galway Street, Britomart
Auckland 1010
Bond Supervisor
The New Zealand Guardian Trust Company Limited
Level 2, 99 - 105 Customhouse Quay
Wellington 6011
Statutory Supervisor
Public Trust
Level 9, 34 Shortland Street
Auckland 1010
Legal Adviser to Summerset
Russell McVeagh
Level 24, NTT Tower
157 Lambton Quay
Wellington 6011
Security Trustee
ANZ Bank New Zealand Limited
Level 25, ANZ Centre
23 - 29 Albert Street
Auckland 1010

---

Summerset Group Holdings Limited
Level 27 Majestic Centre, 100 Willis St, Wellington
PO Box 5187, Wellington 6140
Phone: 04 894 7320 | Fax: 04 894 7319
Website: www.summerset.co.nz
NZX & ASX RELEASE
27 February 2023
SUMMERSET LAUNCHES FIXED RATE RETAIL BOND OFFER
Summerset Group Holdings Limited (Summerset) announced today that it is offering up to
NZ$125 million (with the ability to accept up to an additional NZ$50 million of oversubscriptions at
Summerset’s discretion) of six year fixed rate bonds maturing on 9 March 2029 to New Zealand
investors.
The Interest Rate will be the sum of the Issue Margin plus the Base Rate, but in any case will be
no less than the minimum Interest Rate of 6.45% per annum. The indicative Issue Margin
range for the bonds is 1.85% to 2.00% per annum. The actual Issue Margin may be
above or below the indicative Issue Margin range.
The Issue Margin and Interest Rate will be set following a book-build process which is expected
to be completed on 2 March 2023 and will be announced by Summerset via NZX shortly
thereafter.
Full details of the bond offer are contained in the Indicative Terms Sheet, available
through www.summerset.co.nz/bondoffer or by contacting the Joint Lead Managers or your usual
financial adviser, and must be obtained by investors before they decide to acquire any bonds.
This offer is being made in accordance with the Financial Markets Conduct Act 2013 and
the bonds are expected to be quoted on the NZX Debt Market on 10 March 2023 under ticker
code SUM040.
There is no public pool for the bonds, which will be reserved for clients of the Joint Lead
Managers, institutional investors and other primary market participants invited to participate in the
book-build.

Joint Lead Managers













Co-Manager






ENDS

For investor relations enquiries: For media enquiries:
Will Wright Louise McDonald
Chief Financial Officer Senior Communications Advisor
will.wright@summerset.co.nz louise.mcdonald@summerset.co.nz
021 490 251 021 246 3793


ABOUT SUMMERSET
 Summerset is one of the leading operators and developers of retirement villages in New
Zealand, with 38 villages completed or in development nationwide.
 In addition, Summerset has five proposed sites at Half Moon Bay (Auckland), Parnell
(Auckland), Rotorua (Bay of Plenty), Kelvin Grove (Palmerston North), and Masterton
(Wairarapa).
 Summerset also has seven properties in Victoria, Australia, bringing the total number of
sites to 50.
 Summerset provides a range of living options and care services to more than 7,400
residents.