Ryman Healthcare Limited Notice of Meeting 2023

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Dear Shareholder,
We warmly invite you to join us for the Annual Meeting of Shareholders of Ryman Healthcare Limited (Ryman).
Shareholders have the choice to attend in person or virtually. If you are unwell or are in close contact with
someone who is unwell, we request that you please do not attend the meeting in person.

Where: Philip Carter Family Concert Hall Auditorium
The Piano
156 Armagh Street
Christchurch
Virtual: Shareholders are also able to attend the Annual Meeting online via the Virtual Annual Meeting
portal at virtualmeeting.co.nz/rym23
When: Thursday 27 July 2023 at 10am (NZT)

You are invited to join us after the meeting for refreshments.
Shareholders participating in the Annual Meeting virtually via the Virtual Annual Meeting portal will be able to
vote and ask questions during the event. Please read the procedural notes below for further details.
Important dates
Latest time for receipt of postal votes and proxy forms: 10am (NZT) on Tuesday, 25 July 2023.
Time for determining voting entitlements at the Annual Meeting: 5pm (NZT) on Tuesday, 25 July 2023.
Notice of Annual Meeting
RYMAN HEALTHCARE 2023

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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2023
1. Items of business
A. Interim Chair’s Address
B. Group Chief Executive Officer’s Address

2. Resolutions
C. To consider, and if thought fit, pass the following resolutions:
1. Auditor’s remuneration: That the directors of Ryman are authorised to fix the auditor’s
remuneration for the ensuing year.
2. Re-election of Mr Dean Hamilton: That Mr Dean Hamilton (appointed as a director of
Ryman by the board with effect from 1 June 2023) who retires and is eligible for re-election,
is re-elected as a director of Ryman.
3. Re-election of Mr James Miller: That Mr James Miller (appointed as a director of Ryman by
the board with effect from 1 June 2023) who retires and is eligible for re-election, is re-elected
as a director of Ryman.
4. Re-election of Ms Paula Jeffs: That Ms Paula Jeffs, who retires by rotation and is eligible for
re-election, is re-elected as a director of Ryman.
5. Re-election of Ms Claire Higgins: That Ms Claire Higgins, who retires by rotation and
is eligible for re-election, is re-elected as a director of Ryman for a period of 18 months
to assist with succession of the board.
Resolutions 1 to 5 above are to be considered as ordinary resolutions and, to be passed, require the
approval of more than 50 percent of the votes of those shareholders entitled to vote and voting on
the resolution. For more information on the resolutions, please see the Explanatory Notes.

3. Shareholder questions
By order of the board
Deborah Marris
Company Secretary
Christchurch, 10 July 2023

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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2023
Explanatory notes
Resolution 1: Fixing the remuneration of the auditor, Deloitte
Pursuant to section 207T of the Companies Act 1993, Deloitte is automatically reappointed at the Annual Meeting as auditor of Ryman.
The proposed resolution is to authorise the directors under section 207S of the Companies Act 1993 to fix the remuneration of the
auditor, Deloitte for the ensuing year.
Resolution 2: Re-election of Mr Dean Hamilton
Under NZX Listing Rule 2.7.1 a director appointed by the board must not hold office (without re-election) past the next annual
meeting following the director’s appointment. Mr Dean Hamilton was appointed as a non-executive director with effect from
1 June 2023. Mr Hamilton accordingly retires and offers himself for re-election at the 2023 Annual Meeting. Mr Hamilton is
considered by the board to be independent. The board unanimously supports the re-election of Mr Hamilton.
Term of office: Appointed with effect from 1 June 2023.
Board committees: Governance, Nominations and Remuneration (Chair); People and Safety (Chair).
Biography: Dean joined the board on 1 June 2023. He has an extensive background in governance, large company
leadership and financial markets, across both New Zealand and Australia. He is currently Chair of trans-Tasman civil
contractor Fulton Hogan and holds director roles at Auckland International Airport and The Warehouse Group.
Resolution 4: Rotation and re-election of Ms Paula Jeffs
Non-executive director Ms Paula Jeffs retires by rotation pursuant to NZX Listing Rule 2.7.1 and offers herself for
re-election at the 2023 Annual Meeting. Ms Jeffs is considered by the board to be independent. The board unanimously
supports the re-election of Ms Jeffs.
Term of office: Appointed 19 November 2019 and last re-elected at the 2020 Annual Meeting.
Board committees: Clinical Governance (Chair); People and Safety.
Biography: Paula joined the board in 2019. She is a Melbourne-based executive, currently holding the position of
EGM People and Transformation at Melbourne Water. She brings with her more than 25 years’ experience leading culture,
capability and safety in organisations across the healthcare and finance sectors. Early in her working life, Paula spent
several years as a carer in the aged and disability sector.
Resolution 3: Re-election of Mr James Miller
Under NZX Listing Rule 2.7.1 a director appointed by the board must not hold office (without re-election) past the next
annual meeting following the director’s appointment. Mr James Miller was appointed as a non-executive director with
effect from 1 June 2023. Mr Miller accordingly retires and offers himself for re-election at the 2023 Annual Meeting.
Mr Miller is considered by the board to be independent. The board unanimously supports the re-election of Mr Miller.
Term of office: Appointed with effect from 1 June 2023.
Board committees: Governance, Nominations and Remuneration; Audit, Finance and Risk.
Biography: Previously Chair of NZX, James joined the board on 1 June 2023. He has extensive knowledge in both
Audit and Risk and financial markets and is also the current Chair of Channel Infrastructure and a director of
Mercury NZ and Vista Group.
Resolution 5: Rotation and re-election of Ms Claire Higgins
Non-executive director Ms Claire Higgins retires by rotation pursuant to NZX Listing Rule 2.7.1 and offers herself
for re-election at the 2023 Annual Meeting. Ms Higgins is considered by the board to be independent.
The board unanimously supports the re-election of Ms Higgins for a period of 18 months. Ms Higgins has agreed to assist
the board through a period of transition as a number of directors retire and new directors are brought onto the board.
The board is also seeking an orderly change in the Audit, Finance and Risk board committee, of which Ms Higgins is Chair.
This change occurs at the same time as the company recruits a new Chief Financial Officer (as previously announced).
The board’s intention is for Mr Miller to take over the Audit, Finance and Risk Chair role post this year’s interim result
and to work with Ms Higgins and others to effectively manage that transition over the subsequent 12 months.
Term of office: Appointed 17 September 2014 and last re-elected at the 2020 Annual Meeting.
Board committees: Audit, Finance and Risk (Chair); People and Safety; Clinical Governance.
Biography: Claire joined the board in 2014 and was appointed interim Chair in November 2022. Based in Victoria,
Claire brings experience in a range of sectors in Australia and New Zealand. Claire is Chair of REI Superannuation
and GMHBA and is a director in the medical device sector.

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rymanhealthcare.co.nz
rymanhealthcare.com.au
Online proxy voting
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting
investorcentre.linkgroup.nz/voting /RYM
Holders on the Ryman register will be required to enter
their CSN/Holder Number and Authorisation Code (FIN) to
complete the online validation process to securely appoint
a proxy online.
All online or postal proxy appointments must be received by
Link Market Services Limited via mail or email no later than
10am (NZT) on Tuesday 25 July 2023.
Shareholder questions
We want to make it as easy as possible for shareholders to
ask questions at the Annual Meeting. Shareholders present
at the Annual Meeting or attending virtually via the Virtual
Annual Meeting portal will have the opportunity to ask
questions during the Annual Meeting.
• Shareholders who cannot attend the Annual Meeting
If you cannot attend the Annual Meeting but would like
to ask a question you can submit a question by completing
the shareholder question section on the proxy form and
returning it to Link Market Services Limited, or online by
going to vote at investorcentre.linkgroup.nz/voting /RYM
After completing the online validation process choose
‘Questions’. Shareholder questions will need to be
submitted by 10am (NZT) Tuesday 25 July 2023.
• Online questions
Shareholders attending the Annual Meeting virtually
will be able to submit questions via the ‘Ask a Question’
functionality in the Virtual Annual Meeting portal.
Questions can be submitted via the portal at any time
during the Annual Meeting.
We encourage shareholders to submit questions early
to ensure that as many questions as possible are
received and addressed at the appropriate time
during the meeting.
Please note in order to ‘Ask a Question’ via the Virtual
Annual Meeting portal shareholders must have completed
the registration process to vote in order to validate
themselves as a shareholder and make the ‘Ask a
Question’ functionality available.
Procedural notes
Attending in person
If you wish to vote in person, you should attend the Annual
Meeting where you will be issued with a voting card. Please
bring your proxy form with you to the meeting (enclosed
with the notice) to assist with your registration.
Online participation
You may also attend virtually via the Virtual Annual Meeting
portal, where you can watch the Annual Meeting, vote, and
ask questions. Ryman’s Virtual Annual Meeting portal can
be found at: virtualmeeting.co.nz/rym23
Shareholders attending virtually will require their CSN/
Holder Number for verification purposes. Shareholders
attending virtually will be able to ask questions during the
Annual Meeting via the ‘Ask a Question’ functionality.
If you require assistance with using the portal please phone
the helpline on 0800 200 220.
More information regarding virtual attendance including
how to vote and ask questions is available in the
Virtual Annual Meeting Online Portal Guide:
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
Eligibility to vote
Any Shareholder whose name was recorded in Ryman’s
share register at 5pm (NZT) on 25 July 2023 is entitled
to attend the meeting and vote on the resolutions either
in person or by proxy.
Proxies
All Shareholders are entitled to vote at the meeting but if
you cannot attend or participate by virtual meeting you are
encouraged to appoint a proxy to attend the meeting and
vote on your behalf. A corporate shareholder may appoint
a person to attend the meeting as its representative in the
same manner that it would appoint a proxy. A proxy need
not be a Ryman shareholder.
The Chair of the meeting and the directors of Ryman
intend to vote all discretionary proxies, for which they have
authority to vote, in favour of all of the resolutions 1-5. If, in
appointing your proxy, you do not name a person as your
proxy (either online or on your proxy form), the Chair of the
meeting will be your proxy and may vote only in accordance
with your express direction. A proxy is able to vote on motions
from the floor and/or any resolutions put before the meeting
to amend the resolutions stated in this notice.
Shareholders can appoint a proxy by completing the enclosed
proxy form and returning it to Link Market Services Limited
by email or mail as set out in the proxy form.

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LODGE YOUR PROXY
Online
https://investorcentre.linkgroup.nz/voting/RYM
Scan& Email
meetings@linkmarketservices.co.nz
Deliver in person
Link Market Services Limited,
Level 30, PwC Tower,
15 Customs Street West
Auckland 1010
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND
VOTE ONLINE


PROXY FORM FOR THE 2023 ANNUAL MEETING
The 2023 Annual Meeting of Shareholders of Ryman Healthcare Limited (“Ryman”) will be held on Thursday 27 July 2023 at 10am
(NZ time) at the Philip Carter Family Concert Hall Auditorium, The Piano, 156 Armagh Street, Christchurch. Shareholders are
also able to attend the Annual Meeting online via the Link Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/rym23. If you will be attending online, you will require your Holder Number for verification purposes.


APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the
meeting may appoint a proxy (or representative in the case of
a corporate shareholder) to attend and vote in their place. A
proxy need not be a shareholder of Ryman.
For this Proxy to be valid, you must produce it to the company
by either appointing your proxy online, delivering, posting, or
emailing it, to be received by Link Market Services no later than
10am (NZ time), Tuesday 25 July 2023.
If you return this form without directing the proxy how to vote
on any particular matter, the proxy may vote as he/she thinks
fit or abstain from voting, unless specifically restricted from
voting. If you return this form without appointing a proxy, but
have indicated on this form how you wish to vote, the Chairman
of the Meeting will vote in accordance with your express
instructions.
Appointing the Chairman of the meeting or a director
as your proxy
The Chairman of the meeting or any other director is willing to
act as proxy for any shareholders who appoints him or her for
that purpose. In making such an appointment you acknowledge
that they may exercise your vote even if they have an interest
in the outcome of that resolution.

VOTING OF YOUR HOLDING
Vote by making the appropriate election, either online or on this
form, in respect of each item of business. If you make more than
one election in respect of a resolution your vote will be invalid
for that resolution.
ATTENDING THE MEETING
If you propose to attend the Annual Meeting please bring this
Proxy Form intact to the meeting, the barcode is required for
registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or his/her/its
attorney duly authorised in writing.
Joint holding
This Proxy Form may be signed by either, or on behalf of the
joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy of
the power of attorney and a signed certificate of non-revocation
of the power of the attorney, under which it is signed, must
be produced to Ryman Healthcare Limited with this proxy form.
Company
This Proxy Form must be signed by a director or a duly
authorized officer acting under the express or implied authority
of the shareholder, or an attorney duly authorised by the
shareholder.
VOTE ONLINE
To appoint a proxy online please go to
https://investorcentre.linkgroup.nz/voting/RYM. Holders will
require their CSN/Holder Number and Authorisation Code (FIN)
to complete a proxy appointment online.

Go online to https://investorcentre.linkgroup.nz/voting/RYM to vote or turn over to complete the Proxy Form.

PROXY FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder of Ryman Healthcare Limited

Hereby appoint ____________________________________ of ________________________________________

or failing him/her ____________________________________ of ________________________________________
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Ryman Healthcare Limited to be held at the Philip Carter
Family Concert Hall Auditorium, The Piano, 156 Armagh Street, Christchurch and online at www.virtualmeeting.co.nz/rym23 on
Thursday 27 July 2023 at 10am (NZ time), and at any adjournment of that meeting. Please indicate with a tick in the appropriate
boxes below how you wish your proxy to vote. If you wish, you may appoint as your proxy ‘The Chairman of the Meeting’ or any
other director.


STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS


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

1. That the directors of Ryman are authorised to fix the auditor’s
remuneration for the ensuing year.

2. That Mr Dean Hamilton (appointed as a director of Ryman
by the Board with effect from 1 June 2023) who retires and is
eligible for re-election, is re-elected as a director of Ryman.

3. That Mr James Miller (appointed as a director of Ryman by the
Board with effect from 1 June 2023) who retires and is eligible
for re-election, is re-elected as a director of Ryman.

4. That Ms Paula Jeffs, who retires by rotation and is eligible for
re-election, is re-elected as a director of Ryman.

5. That Ms Claire Higgins, who retires by rotation and is eligible for
re-election, is re-elected as a director of Ryman.



STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting physically or online, will have the opportunity to ask questions during the meeting. If
you cannot attend the Annual Meeting but would like to ask a question you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/RYM and completing the online validation process OR complete the question section
below and return to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted by 10am (NZT)
Tuesday 25 July 2023. The Board will address and answer questions at the Annual Meeting.


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

Shareholder 1 Shareholder 2 Shareholder 3




Contact Name ________________________ Daytime Telephone ______________________ Date ______________


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


Question: