Ryman Healthcare 2023 ASM Interim Chair & CEO addresses

Ryman Healthcare 2023 Annual Shareholder Meeting Chair &
CEO Addresses

27 July 2023

SLIDE 0: ANNUAL SHAREHOLDER MEETING

SLIDE 1: AGENDA

Good morning everyone and welcome to Ryman Healthcare’s Annual
Shareholder Meeting.

I hope you enjoyed the highlights of the past year as beautifully showcased
in the video.

My name is Claire Higgins and I am interim Chair having assumed the role
in November 2022.

It’s my pleasure to welcome all shareholders to the meeting both here in
person, and online.

I would also like to welcome all the Rymanians who have joined us today,
including the Senior Executive Team.

Joining me this morning are fellow directors Warren Bell, Jo Appleyard,
Anthony Leighs, Paula Jeffs, James Miller, Dean Hamilton and Geoff
Cumming.

Also on stage are Richard Umbers, our Group CEO; Deborah Marris, our
Group General Counsel and Company Secretary and Dave Bennett, our
Group Chief Financial Officer.

We have the following order to today’s proceedings: I will make a few
comments on the year that’s past, after which I will handover to Richard
for his overview of the year and future outlook for the business.

Following this we will move to the meeting resolutions, and then onto
general business where you will have the opportunity to ask questions.

We are looking to conclude the meeting by 11.30am, and we invite you to
join us for refreshments afterwards.



SLIDE 2: VIRTUAL MEETING INSTRUCTIONS

You will have a chance to ask questions and vote on each of the meeting
resolutions as they are considered.

I will provide further instructions as we move through the meeting.

However, if you encounter any issues, please refer to the virtual annual
meeting online portal guide or you can phone the helpline on 0800 200 220.

You can send through your questions at any time via the online portal by
clicking the link shown here on screen.

I would encourage you to do so as early as possible as this will allow us to
answer these questions at the appropriate time during the meeting.

Voting on the resolutions will be conducted by way of a poll.

For shareholders joining us in person today, you would have validated or
been given your shareholder voting card.

If you are a shareholder and did not register on arrival and wish to vote,
please make your way to the registration desk outside the room and staff
from LINK Market Services will assist you.

Shareholders joining online will be able to cast a vote using the electronic
voting card received when online registration is validated.

To vote, you will need to click on the “Get a Voting Card” button within
the online meeting platform, which is shown here.

You will be asked to enter your Shareholder or Proxy Number to validate
your voting card.

Voting will remain open until 5 minutes after the conclusion of the meeting.

The Company Secretary has confirmed to me that the Notice of Meeting
has been sent to shareholders and other persons entitled to receive it.

We have not received any apologies.
The Company's constitution prescribes a quorum of shareholders. Based
on the information from the registrar. I can confirm that we have a quorum
present.
Proxies have been appointed for the purposes of this meeting in respect of
approximately 427 million shares, representing approximately 62 percent
of the total number of shares.
I’d like to sincerely thank shareholders for participating in today’s meeting.
My fellow directors and I will vote all discretionary proxies we have
received in favour of the resolutions as set out in the Notice of Meeting.
As detailed in the Notice of Meeting all directors unanimously support each
resolution.
Our annual report for the year ended 31 March has been circulated to
shareholders. This is available online on the investor’s section of our
website and the NZX.

SLIDE 3: IMAGE (Resident having tea with carer)

I would describe this past year as a critical year in the history of Ryman
Healthcare.

The board and management team are working closely together to re-
position the business for improved performance, both in the near and
longer term.

Importantly, we have continued to deliver great care to our residents and
build trust in our brand. And we continue to be true to our purpose.

Having said that, we recognise that our shareholder returns have been
unsatisfactory.

In addition, the equity raise earlier this year, and the suspension of
dividends, were significant decisions that have impacted shareholders.

We recognise this and are working hard to rebuild your faith.

Firstly, we have taken the time to fully understand the factors that led to
the equity raise.

We must be honest and face into the fact that there have been matters
within our control, and actions we have taken over a number of years,
particularly in regards to the pace and complexity of growth, that meant
that we did not have enough resilience in our balance sheet to withstand
significant shifts in our environment.

The onset of Covid and its effects on costs, supply and labour constraints,
and particularly construction cost inflation, together with the effects of
interest rate rises and a flat real estate market tested this resilience.

Ultimately the best decision for the business was to raise equity in February
of this year.

We believe it was an important step to reduce the level of debt in the
business and reset our capital structure.

This is particularly important given the near-term outlook for a more
challenging environment.

This is also in the context of the scale of committed developments we have
underway.

And we will deliver on the promises we have made to our residents to
deliver a continuum of care to them.

On behalf of the board I want to take this moment to thank all shareholders
who supported the raise.

This year we have also focused on re-setting the business and have taken
important steps towards repositioning Ryman for the future.

This shift in strategy is designed to deliver both care and improved financial
performance – being great at both is critical to having a sustainable future.

This includes a heightened focus on our development returns, particularly
on cash recycling, and ensuring we’re building the right villages in the right
place, with the right mix of independent living and care.

We will continue to review our landbank in light of this and have already
made changes to our build prioritisation and landbank.

At the same time we are reviewing the performance of our completed
villages. Opportunities to improve care returns and overall village returns
are all being considered.

Our strategy reset will take time to play out. We invest in long dated assets
which have significant lead times and take a number of years to build.

We are looking closely at how we measure our success. Underlying profit
has been too prominent in driving some of our decisions.

It needs to sit alongside other metrics which more closely align with cash
flow. We have commenced and will be relentless in lifting every rock to
improve performance and transparency, and deliver the returns you are
entitled to expect from the company.

As stated at our full year result, the board will consider the resumption of
paying dividends in FY24 taking into account trading performance, cash flow
and market conditions.

The board is currently in the process of reviewing the dividend policy and
we will look to provide an update at the time of the interim results in
November.

Following the capital raise Dean and I have been engaging directly with
investors.

We heard very clearly your call for increased disclosure and transparency.
We have made some steps towards this in both the full year presentation
and the annual report.

In particular, in the areas of recognition of units in the portfolio and our
lending covenants.

We have quite some way to go and will be continuing this theme of
improving transparency and disclosure.


SLIDE 4: DIRECTORS

During the year we conducted a full board review, of skills, tenure and
composition. We recently announced a sequence of changes to the makeup
of the board.

I stepped into the role of interim chair in November 2022. I’d like to thank
my predecessor Greg Campbell for his contribution to Ryman.

We have focused on refreshing board leadership and bringing new capability
to the company, and were very pleased to announce the appointments of
Dean Hamilton and James Miller.

Both joined the board as directors on 1 June, and are standing for re-
election today.
Following his previously announced intention, George Savvides retired from
the board on 1 June.
I’d like to thank George for his contribution, particularly as Chair of the
clinical governance committee.
Longstanding directors Warren Bell and Jo Appleyard retire today.
I’d like to express my gratitude to Jo and Warren for their dedication and
commitment as members of our board over many years.
Jo has brought deep knowledge in the areas of IR, consenting, people, health
and safety, and clinical governance over her tenure.
Warren has been the previous, long standing Chair of our audit committee.
He brings the passion and understanding of many of our residents and
shareholders to the board table, and has been a strong contributor over
many years.
Personally, I would like to thank them both for the support they have given
to me over the last 8 months, it is deeply appreciated.
I know that I speak for the entire board and management when I thank
them and wish them the best.
In addition, Geoffrey Cumming has announced that he will not seek
reappointment when his current term expires in 2024.

As you will have seen in the Notice of Meeting, I have agreed to stand for
re-election for a further 18 months in order to assist with board transition.
This will complete a significant renewal of the board by December 2024.

SLIDE 5: IMAGE (Residents fishing)

Ryman is on a journey.
We’re positive about the future and remain committed to providing
impeccable care and we are absolutely committed to the long-term financial
success of the business.
I would like to acknowledge the resilience and professionalism of Rymanians
across the business - thank you all for your hard work and commitment
throughout this past year.
And a very special thank you again to you, our shareholders. We appreciate
your continued support and belief in Ryman.

I will now hand over to Richard for his perspective on the year but will
speak to you again shortly to present the resolutions and general business
of the meeting.

SLIDE 6: SENIOR EXECUTIVES

Morena

Tena koutou katoa

Thanks Claire, nice to see you all here and thank you for joining us this
morning.

Before I talk to the year that’s been, I’d like to take this opportunity to
introduce my team.

There have been a number of changes to our senior executive team this
year, further strengthening our bench of experience.
Please let me introduce you to our newest team member Di Walsh, who
joined us in January this year as our Chief People & Safety Officer.
Deborah Marris joined us in September 2022 as General Counsel and
Company Secretary for the Group.
Cheyne Chalmers is also here today, our CEO for New Zealand.
Cameron Holland is here today, our CEO for Australia.
Chris Evans, Chief Development and Construction Officer.
Mary-Anne Stone, Chief Experience and Engagement Officer.
Rick Davies, our Chief Technology and Innovation Officer.
And of course our Chief Financial Officer Dave Bennett, up here on the
stage today.
Dave will be transitioning into the Chief Strategy Officer role and remains
CFO until a new appointment is made.
We’re currently hiring for the new CFO and we hope to make an
announcement on this shortly.
I also acknowledge the extraordinary contribution made by the broader
Ryman team, who work tirelessly day in and day out to deliver on our
promise.

The strength of the Ryman team gives me every confidence that we will
deliver on our care promise, reposition the business to capitalise on future
opportunities and improve financial performance.

SLIDE 7: FY23 KEY FINANCIALS

This year we have taken steps to reposition the business for future success.
But it has not been an easy year.

We have had to navigate a number of challenges, including a tough
economic environment, severe weather events and the tail-end impacts of
COVID-19.

Just to touch on the headline metrics for FY23:

Our IFRS profit decreased by 62.8% to $257.8m off the back of a lower
revaluation uplift on investment property and costs associated with early
repayment of USPP debt.

Our underlying profit increased by 18.4% to $301.9 million and our
portfolio of RV units and aged care beds increased by a net 821 in FY23.

As highlighted at our full year result in May, we have introduced new
metrics to provide a broader perspective on how the business is tracking
and which are more aligned to our refreshed strategy.

Our operating EBITDA, which focuses on the performance of our existing
operations, continues to grow, reflecting the investment we’ve made in
recent years.

We invested over $1 billion in our portfolio in FY23, which was a key driver
of negative free cashflow. However, the repositioning of our development
pipeline will enable us to target positive free cashflow by FY25.

Our equity raise at the end of the financial year was a major event for
shareholders and the business.

It strengthened our balance sheet, enabling the repayment of debt and
leaving us better able to execute on our strategy.

I would like to thank all our shareholders who participated.

The total cost of repaying our USPP notes and associated swaps was $855.5
million, which contributed to net debt reducing from $3.0 billion at
September 2022 to $2.3 billion at March this year.

As Claire touched on, this year we also increased disclosure in several areas
and we will continue to review our disclosures in light of feedback we have
received in order to improve transparency.



SLIDE 8: STRATEGY UPDATE

Before I talk to strategy, I would like to re-iterate that our core purpose
remains unchanged – enhancing freedom, connection and wellbeing for
people as they grow older.

We will continue to offer care that is good enough for mum and dad and
deliver unparalleled resident experiences.

And - we need to do this in a commercially sustainable way.

Ryman will continue to operate a vertically integrated business model – that
is building, selling and operating our retirement villages, with an offer that
provides a full continuum of care.

This year we’ve refined our strategic initiatives to improve capital efficiency
and performance, including an increased focus on cash recovery from
development as well as improving returns from existing villages.

Three areas we’re focussed on to support this include rebalancing our
portfolio to lower-density townhouse style developments; right sizing our
care offering in new villages and introducing care suites and other design
innovations to meet growing market expectations for a premium care
offering.

Turning to our existing villages, initiatives include optimising our pricing
strategy, including a trial of alternative DMF structures; maximising resales
via our refurbishment programme and increasing our focus on operational
efficiencies.

This represents a significant shift in our strategy and it will take time to
execute.


SLIDE 9: IMAGE (Key developments)

Turning to development, a significant level of construction activity remains
underway on both sides of the Tasman.

During the FY23 period we completed our Linda Jones village in New
Zealand and our Charles Brownlow and Raelene Boyle villages in Australia.

At the time of our full year result, we had nine sites under construction in
New Zealand and five in Victoria.

Following our result, I am pleased to announced that we have opened
another three villages, with the first residents now moved into Northwood
in Christchurch, Cambridge in the Waikato and Bert Newton in Victoria.

A number of legacy projects still under construction will take time to
complete. In addition, a significant component of our near-term
programme is main buildings, which in isolation don’t recycle capital, and in
a number of cases have larger care centres than we would build today.

They are however a critical part of our offer and are part of the promise
we made to our existing residents when they moved in.

We continue to monitor the market closely and to manage our pipeline in
light of sales velocity.

We remain cautious about market conditions and are particularly mindful
of the lagged impact high interest rates can have on the housing market.

We therefore anticipate a portfolio increase towards the lower end of our
750-800 outlook for FY24 and therefore net investing cashflows towards
the lower end of our 800 million to one billion range.

As signalled previously, we are re-evaluating our landbank with the intention
of including more open plan developments for a better commercial return
and improved capital recycling.

Our developments have long lead times and a number of existing projects
must first be brought to a close. Other projects will be re-prioritised to
optimise returns.

You can expect us to continue bringing new villages to market in carefully
selected locations – based on local demand and a strong commercial
model.

During the year, we sold Mt Martha in Victoria, and Newtown is currently
held for sale.

We will continue to evaluate the feasibility of all of our developments
before commencing construction.


SLIDE 10: COMMITTED TO EXCEPTIONAL CARE
Care is paramount to what we do. It’s in our name. We’re a market leader
and have been for some time.

In Australia, our continuum of care model is widely talked about as a game-
changer.

At the opening of the new apartment block at our Nellie Melba Retirement
Village, Victorian Premier Daniel Andrews praised the quality of staff and
the vibrant community at our village.

Throughout the year Ryman has maintained the highest standards of care
and resident experience remains a key priority.

82% of our New Zealand villages have four-year certification. In Australia,
all four of our operational care centres received a 4-star rating following
the launch of a new rating system for aged care.

Aged care occupancy for mature villages has improved steadily throughout
the second half of FY23 to over 96% at year end.

I should take this opportunity to make a comment about the broader aged
care market.

We continue to see a decline in the overall availability of care beds because
of funding pressures and skills shortages, as demonstrated by the closure of
over 1200 beds in New Zealand in 2022 alone.

I want to assure you that we are actively campaigning both for a rewrite of
the aged residential care contract in New Zealand and for a co-contribution
model in care in Australia.

SLIDE 11: IMAGE (Residents rowing)

We continued to deliver improvements to our resident experience, lifting
industry standards and seeking to exceed resident expectations with
ongoing investments in technology to enhance our activities programme.

Our recently launched Resident App is a platform to improve access to a
wider range of activities and services within our villages.

It is now being used by over 2,500 residents in 20 villages. Similarly,
hospitality platform Saffron is now being rolled out to all villages to enhance
our food offering.

Our Active Ageing Event for residents this year was Walking for Wellness
which saw more than 700 residents participating and walking a combined
total of 43,000 kilometres.

Winning the New Zealand Reader’s Digest Most Trusted Brand award in
our category once again – our ninth win since 2015 – is testament to the
quality of our care, and the dedication of our people.

Our team did a remarkable job in responding to the ongoing impacts of the
pandemic and adverse weather events, including Cyclone Gabrielle.

They went above and beyond to ensure our residents were kept safe and
well cared for.


SLIDE 12: ADVANCING OUR SUSTAINABLE FUTURE

The launch of the company’s sustainability strategy during the year was a
major milestone in our journey to a sustainable future.

As part of creating our strategy, we undertook a formal engagement
process that helped us to identify the most critical issues impacting our
stakeholders.
For the first 12 months we identified three priority areas including climate
change, quality care through future focused dementia design and indigenous
engagement.
As a step towards addressing our environmental impact this year, Ryman
secured an exclusive agreement with renewable energy developer Solar Bay
and Mercury Energy, a first for the retirement sector.

The solar farm is expected to generate 30 Gigawatt hours of renewable
energy, a significant proportion of the approximately 40 Gigawatt hours we
currently use across New Zealand in a year.

Our full sustainability strategy is available on our website.


SLIDE 13: OUTLOOK

Looking ahead, our underlying profit guidance for the FY24 period remains
in line with that given at our full year result.

As highlighted, it’s been a transitional year and we are still in a challenging
macro-economic environment.

However, we have taken important steps to reposition the business for the
future and continue to be positive on the long-term age and wealth
demographics in both New Zealand and Australia.

But it is going to take time.

Ultimately we want to deliver great care AND great financial returns to
shareholders.


SLIDE 14: IMAGE (Nurse with resident)

I would like to again acknowledge and thank our people. 7,200 Rymanians
come together each day to develop our village communities and deliver
quality care and exceptional resident experiences.

They make our culture unique and play an integral role in the overall success
of our business. We thank each of them for their dedication and
commitment.

I would also like to say a very special thank you to our shareholders. We’re
grateful for your on-going support and your confidence in our capacity to
deliver in the future.

I look forward to meeting some of you following the meeting.

Claire, back over to you.



Thank you Richard.

We will now move to the formal meeting resolutions which were outlined
in the Notice of Meeting.

There will be an opportunity for shareholders to ask questions on each
resolution being put to shareholders.

When I call for questions, please clearly state your name before asking the
question.

I will take questions from those present here in the meeting first before
moving onto any questions from shareholders online.

I ask that in the interests of fairness to all shareholders attending this
meeting that anyone wishing to ask questions be as concise as possible and
be considerate of other shareholders wishing to ask questions.

For the sake of good order, shareholders questions raised should relate
directly to the matter being considered.

SLIDE 15: RESOLUTIONS

Now, moving to the resolutions. A poll will be held on each of today’s five
resolutions.
For those of you here today, you will be voting using your voting card.
If you require assistance with this, please see Link outside the room.
For those of you present at today’s meeting, please mark your voting
intention for each resolution and the voting cards will be collected at the
conclusion of the meeting.
For those of you voting online, you will need to click “Get Voting Card”
within the online meeting platform.
Please mark your electronic voting card in the way you wish to vote by
clicking “FOR”, “AGAINST” or "ABSTAIN".
Once you have made your selection please click “Submit Vote” on the
bottom of the card to lodge your vote.
Please refer to the virtual meeting online portal guide or use the help line
specified if you require assistance.
A quick reminder that voting will remain open until 5 minutes after the
conclusion of the meeting.
Results of the vote will be announced via the NZX.
Each resolution set out in the Notice of Meeting is to be considered as an
ordinary resolution and, as such, must be approved by a simple majority of
the votes cast by shareholders entitled to vote and voting on the resolution.
The outcome of proxy votes will be displayed for your information after
voting on all the resolutions.
There will be an opportunity for shareholders to ask questions on each
matter being put to shareholders and I ask that questions raised should
relate directly to the matter being considered.

When I call for questions, can shareholders present in the room please wait
until a microphone is provided to you and clearly state your name, whether
you are a shareholder, or if a proxy holder, the name of the shareholder
represented.
I will take questions from those present in the meeting first before moving
onto any questions from shareholders online.


SLIDE 16: RESOLUTION 1 – FIXING THE REMUNERATION OF
THE AUDITOR

Turning to resolution 1...

Pursuant to section 207T of the Companies Act 1993, Deloitte is
automatically reappointed 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.

Are there any questions of the board concerning the resolution from
shareholders in the room?

Are there any questions online?

I now propose that the board is authorised to fix the auditors
remuneration.

Do I have a seconder?

Thank you – please mark your voting cards in the way you wish to vote by
ticking “FOR”, “AGAINST” or "ABSTAIN" in the appropriate place on the
voting card.

SLIDE 17: RESOLUTION 2 – RE-ELECTION OF DEAN
HAMILTON

Turning to resolution 2...

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.

Dean Hamilton was appointed as a non-executive director with effect from
1 June 2023. Dean is considered by the board to be independent.

Dean accordingly retires and offers himself for re-election. He will now
introduce himself.



[Dean]

Thank you Claire
Kia ora, good morning
My name is Dean Hamilton
I joined the board on the 1
st
of June this year and I seek your support today
for re-election by shareholders.
By way of background...
I have had a working career across both finance and commerce.
I studied at Victoria University in Wellington graduating with a Bachelor of
Commerce.

In finance, I started out as an equity analyst, moving into investment and
then later as an investment banker advising on mergers & acquisitions and
capital raisings. During this time, we lived in Melbourne for 7 years.
In commerce, I have held General Management or CEO roles across food
and general manufacturing.
Most recently I was CEO of Silver Fern Farms, New Zealand’s largest red
meat processor and exporter and at the time New Zealand’s second largest
primary industry manufacturer.
We had revenue of over 2 billion dollars, some 7,000 staff across initially
21 sites and exported to over 30 countries around the world.
Alongside the team there and with the support of the board, we led a
substantial programme of change and improvement across profitability, debt
reduction and working capital improvement.
We also improved our staff engagement, our 15,000 farmer supplier
engagement as well as the consumer trust in our brand.
The company has since continued to grow and perform.
Some 5 years ago, following the Silver Fern Farms role, I moved into
governance.
I am currently the chair of Fulton Hogan. Another large successful,
Christchurch based business with operations in NZ and Australia.
I am also a director of Auckland Airport and The Warehouse Group.
I am excited by the potential opportunity to take on the Chair role at
Ryman. From what I have seen, Claire has done a great job since taking on
the interim Chair role in November last year at a challenging time and I
appreciate her offer to stay on for a period and help the board through the
current transition.

The company has a proud history. It is the industry gold standard for care.
I know that Ryman plays an important part in people’s lives and makes a
significant social contribution.
We need to maintain this great care but at the same time drive improved
financial returns.
It has been a tough few years for shareholders. We need to find a more
sustainable balance.
If elected, I look forward to bringing my experiences across finance,
commerce and governance to help on that journey.
I would appreciate your support today to be elected as a director of Ryman.
Nga mihi. Thank you.

[Claire]
Thank you, Dean...

Are there any questions for Dean or the board concerning this resolution
from shareholders in the room?

Are there any questions online?

I now propose that Dean Hamilton be re-elected a director of the
company.

Do I have a seconder?

Thank you – please mark your voting cards in the way you wish to vote by
ticking “FOR”, “AGAINST” or "ABSTAIN" in the appropriate place on the
voting card.

SLIDE 18: RESOLUTION 3 – RE-ELECTION OF JAMES MILLER

Now turning to resolution 3...

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.

James Miller was appointed as a non-executive director with effect from 1
June 2023. James is considered by the board to be independent.

James accordingly retires and offers himself for re-election. He will
introduce himself now.

[James]

Thank you Claire. Good morning shareholders.

I feel it is important that you know a little about me, what I have to offer,
and what drives me, if I am going to represent you on the board of Ryman
Healthcare.

Firstly, I would like to give you a quick recap of my career to date, before
secondly looking at my governance role at Ryman.

As the youngest of 5 boys and a sister, I developed a tough spirit at a young
age! I was born and raised on a farm outside of Balclutha.

My early career was in Greymouth, Palmerston North and Wellington
before settling in Auckland.

I am a qualified Chartered Accountant, a Certified Securities Analyst
Professional and a Fellow of the Institute of Chartered Accountants of New
Zealand, Institute of Directors and the Institute of Finance Professionals
New Zealand.

I hold a Bachelor of Commerce from Otago University and I am a graduate
of The Advanced Management Program of Harvard Business School.

My commercial experience is well documented. I am an experienced
commercial director with strong skills managing the audit and risk function.
I am currently Chair of the Audit and Risk Committees for Mercury and
Vista.

My current Board roles are Chair of Channel Infrastructure and director of
both Mercury and Vista.

Previously held board positions were with NZX as Chair, Auckland
International Airport, the Financial Markets Authority and Deputy Chair of
Accident Compensation Committee and Chair of their Investment
Committee.

At ACC I learnt a lot about the provision of healthcare services at scale.

I have a particular focus on finance, numbers and shareholder wealth
creation.

My years in share-broking have given me a specialist understanding of
market economics, the value-drivers of a company and also an appreciation
of how the investment market perceives us.

For me Ryman Healthcare has great appeal. I am delighted to be involved
with a company that has the best brand in the market; a leading market
share and with its core mission as a retirement healthcare provider.

This sector has well known strong demographic drivers as the baby boomer
generation retire.

Clearly following the pandemic and cost of living issues we need to ensure
our cost structure and capital allocation remain aligned with the reality of
the current business environment.

I am passionate about supporting Ryman Healthcare in delivering
exceptional value for its customers and shareholders, and to be a great
place to work.

Shareholders, it is a privilege to stand here today seeking election as a
director on the board of Ryman.

I ask for your support.

Thank you.




[Claire]

Thank you, James...

Are there any questions for James or the board concerning this resolution
from shareholders in the room?

Are there any questions online?

I now propose that James Miller be re-elected a director of the company.

Do I have a seconder?

Thank you – please mark your voting cards in the way you wish to vote by
ticking “FOR”, “AGAINST” or "ABSTAIN" in the appropriate place on the
voting card.

SLIDE 19: RESOLUTION 4 – ROTATION AND RE-ELECTION
OF PAULA JEFFS

Next we move to resolution 4...

Non-executive director Paula Jeffs retires by rotation pursuant to NZX
Listing Rule 2.7.1 and offers herself for re-election. Paula is considered by
the board to be independent.

Paula accordingly retires and offers herself for re-election. She will now
introduce herself.


[Paula]
Thank you Claire, good morning everyone.
Thanks for the opportunity to say a few words as I offer myself up for re-
election, at an important time for the company, and amidst a period of
significant board renewal.
I ask for the opportunity to serve on the board for another term, as the
company navigates a period of transformation to ensure we are achieving
sustainable and profitable returns for our shareholders, while maintaining
our Ryman point of difference - our promise of being “good enough for
mum and dad.”
A bit about me - I am Australian and live in Melbourne and joined Ryman
as a Director in 2019.
Ryman is the only Director position I currently hold, as I also work full-time
as the Executive General Manager of People, Safety & Transformation at
Melbourne Water.
My experience includes executive roles in listed and public organisations,
working deeply with boards from the management side.

This includes 8 years of working in healthcare helping to shape culture,
workforce, health & safety and clinical education.
I have led large workforce reform and business transformation programmes
in highly regulated service organisations to adapt and respond to changing
environments.
I hold undergraduate qualifications in Psychology and Media, as well as Post
Graduate Qualifications in Business and Industrial Relations.
I’m also a Graduate member of the Australian Institute of Company
Directors and a member of the Australian Human Resources Institute.
Whilst I am not a career Director (yet), I hope you’ll agree that I bring
relevant experiences and skill sets that complement our board and offer
continuity while we undertake a period of renewal.
For the majority of my first term, I have been the Chair of the board’s
People & Safety Committee.
The Committee carefully monitors and governs Ryman’s performance and
compliance with our Health, Safety and Workforce obligations.
As part of our work, the Committee completes a deep dive into a critical
safety risk, taking insights from these into annual board site visits, where we
observe how these risks are managed in action.
This practice is one example of how we support Ryman’s commitment to
safety first that flows from the board through to our team working on the
tools and in the villages.
The Committee also supports the development and monitoring of people
plans to attract, retain, reward and secure our valued teams, who are the
heart and soul of delivering on our Ryman promise to our village residents.
Since April 2022 I have also been a member of the Governance
Nominations and Remuneration Committee, which has supported the
interim Chair in facilitating our board renewal programme.

Should I be re-elected, it’s planned that I will transfer from the Governance
Nominations and Remunerations Committee to join the Clinical
Governance Committee where I can contribute my experiences in clinical
governance to support Ryman’s strong reputation for delivering
outstanding care which is our distinct point of difference from competitors.
In offering myself up for re-election, I commit to ensuring we preserve
Ryman’s strong culture of care and resident experience, while we focus on
driving stronger performance and shareholder value and steer the
organisation for sustainable long-term growth.
Thank you.

[Claire]

Thank you, Paula...

Are there any questions for Paula or the board concerning this resolution
from shareholders in in the room?

Are there any questions online

I now propose that Paula Jeffs be re-elected a director of the company.

Do I have a seconder?

Thank you – please mark your voting cards in the way you wish to vote by
ticking “FOR”, “AGAINST” or "ABSTAIN" in the appropriate place on the
voting card.

SLIDE 20: RESOLUTION 5 – ROTATION AND RE-ELECTION
OF CLAIRE HIGGINS

Turning now to resolution 5...

Given that this resolution refers to myself, I will hand over the control of
the meeting to Anthony Leighs, Deputy Chair.

[Anthony]

Non-executive director Claire Higgins retires by rotation pursuant to NZX
Listing Rule 2.7.1 and offers herself for re-election. Claire is considered by
the board to be independent.

The board unanimously supports the re-election of Claire for a period of
18 months. Claire 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 Claire is Chair.

This change is intended to occur at the same time as the company recruits
a new Chief Financial Officer (as previously announced).

The board’s intention is for James Miller to take over the Audit, Finance
and Risk Chair role post this year’s interim result, later this year.

Claire will now make some comments.

[Claire]

Thank you Anthony.
Today, I am seeking your support for an 18 month reappointment to the
board.
I was initially appointed to the board in 2014, almost 9 years ago.
For those of you that are not aware of my background, I am a Fellow
Certified Practising Accountant and a Fellow of the Australian Institute of
Company Directors.

I have been a company director for over 20 years, with a variety of
experience across healthcare in both the public and private sectors, and
private health insurance, superannuation, manufacturing, emergency
services and water management.
During my time with Ryman, I have taken the lead in the establishment of
what was initially the health and safety committee, now our people, safety
and remuneration committee.
I also took on the chair role for the audit, finance and risk committee.
I am an active, participating board member, and have visited at some time
or other almost all of Rymans villages, construction or land sites.
In November 2022, I agreed to take on the role of interim chair until a new
Chair of the board could be appointed.
In the past 8 months, I have been working productively with the board to
deliver the capital raise, board renewal, and support Richard and the
management team with delivery of the shifts in strategy.
I am proud to be working for Ryman.
The Ryman team that I have met throughout NZ and Victoria are truly
dedicated to our purpose.
I am also pleased that Dean Hamilton and James Miller have agreed to join
the board.
Their skills, style and leadership are important to the future of Ryman.
As part of that recruitment process, I agreed to stand for re-election, and
to stay whilst the board transition takes place, for up to 18 months.
It is on the basis of this transition plan that I am seeking re-election.
Thank you.

[Anthony]

Thank you, Claire...

Are there any questions for Claire or the board concerning this resolution
from shareholders in the room?

Are there any questions online?

I now propose that Claire Higgins be re-elected a director of the company.

Do I have a seconder?

Thank you – please mark your voting cards in the way you wish to vote by
ticking “FOR”, “AGAINST” or "ABSTAIN" in the appropriate place on the
voting card.


SLIDE 21: GENERAL BUSINESS

[Claire]

Thank you Anthony.

I would now like to give shareholders the opportunity to ask questions -
whether related to the presentations, the Financial Statements, or the
management of the company.

Shareholders online can continue to provide questions through the portal,
and we will also address questions from the room.

If you are asking a question from the floor please state your name, whether
you are a shareholder, or if a proxy holder, the name of the shareholder
represented.

Please wait until we bring a microphone to you – so that the people in the
room as well as online can hear you clearly.

Do we have any questions online?

Do we have any questions in the room?

SLIDE 22: THANK YOU (Closing remarks)
Before concluding the meeting, I would like to express my gratitude to
several individuals and groups.
Firstly, I want to extend my appreciation to my fellow board members for
their support during my eight months as interim chair.
You have worked tirelessly and I appreciate it.
I have thoroughly enjoyed building a strong relationship with Richard, and I
would like to acknowledge and thank him for his leadership and style, his
drive, and his absolute commitment to Ryman’s purpose.
And I extend those same thanks to the senior executive team who have
worked closely with myself and the board across the year.
We have asked a lot of them and they continue to deliver.
I also want to express sincere thanks to all our residents and their families
for their unwavering support.
We understand that choosing to move into a Ryman village is a significant
decision based on trust, and we take this responsibility seriously.
The other essential aspect of this trust is our remarkable teams. Our
employees consistently deliver outstanding work, as exemplified by the
extraordinary relationships they foster with our residents.
We remain committed to being "Good enough for Mum and Dad."

And a very special appreciation goes to our shareholders. We deeply value
your continued belief in our purpose and we are committed to delivering
future successes, including improved shareholder returns and enhanced
commercial outcomes.
We recognise that this company possesses exceptional potential to flourish
in the coming years. As a board, we eagerly anticipate fulfilling that potential.
Now, I invite you all to join us for refreshments and an opportunity to catch
up.
Thank you.

End of Meeting




Contacts:
For investor relations information contact Hayden Strickett, Head of Investor
Relations, on 027 303 1132 (+64 27 303 1132) or email
hayden.strickett@rymanhealthcare.com.

For media information or images contact Silke Marsh, Group Corporate Affairs
Manager, on 027 294 3609 (+64 27 294 3609) or email
silke.marsh@rymanhealthcare.com.

---

R Y M A N H E A L T H C A R E
Annual Shareholder Meeting
27 July 2023

1
Agenda
01
02
03
04
05
General business
Resolutions
Group Chief Executive Officer’s address
Interim Chair’s address
Welcomeand introductions

Virtual
meeting
instructions
2

3Ryman resident Jean and Caregiver Ronalynenjoy time together at our Kevin Hickman Village.

4
Directors
Claire Higgins
INTERIM CHAIR
NON-EXECUTIVE
DIRECTOR
Joined board: 2014
Anthony Leighs
DEPUTY CHAIR
NON-EXECUTIVE
DIRECTOR
Joined board: 2018
Paula Jeffs
NON-EXECUTIVE
DIRECTOR
Joined board: 2019
Jo Appleyard
NON-EXECUTIVE
DIRECTOR
Joined board: 2009
Dean Hamilton
NON-EXECUTIVE
DIRECTOR
Joined board: 2023
James Miller
NON-EXECUTIVE
DIRECTOR
Joined board: 2023
Geoffrey Cumming
NON-EXECUTIVE
DIRECTOR
Joined board: 2018
Warren Bell
NON-EXECUTIVE
DIRECTOR
Joined board: 2011
Retiring at Annual Meeting
Up for re-election at Annual Meeting

5
Neil and David, new mates and neighbours at our Bruce McLaren Village, are often spotted wading rivers in search of the catchofthe day.

6
Senior
executives
Richard Umbers
GROUP CHIEF
EXECUTIVE OFFICER
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
–AUSTRALIA
Joined Ryman: 2021
Chris Evans
CHIEF DEVELOPMENT
ANDCONSTRUCTION
OFFICER
Joined Ryman: 2021
Mary-Anne Stone
CHIEF EXPERIENCE AND
ENGAGEMENT OFFICER
Rejoined 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

$257.8m
Reported (IFRS) profit
-62.8%
7
FY23 key
financials
Underlying profit
1
$301.9m
18.4%
1: Underlying profit, free cash flowand operating EBITDAare non-GAAP (Generally Accepted
Accounting Principles) measures and do not have a standardised meaning prescribed by GAAP, and so
may not be comparable to similar financial information presented by other entities. Free cash flow is
defined as the sum of net operating cash flows and net investing cash flows per the cash flow statement.
Free cash flow
1
-$389.0m
Operating EBITDA
1
$272.6m
29.4%
•Underlying profit of
$301.9 million
(vs guidance of
$280-290 million)
•Reported IFRS profit
downdue to lower
revaluation gains and
early USPP repayment
costs
•Introduced new metrics
of free cash flow and
operating EBITDA
Total assets
$12.51bn
14.1%
Net operating cash flows
Net investing cash flows
$650.8m
-$1039.9m

Increased focus on cash recovery from developmentImproved returns from existing villages
Decisive steps taken to position the business for sustainable growth and improved performance
Sales
•New market incentives and strategies, including different
pricing structures for aged 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
programme
Operating
efficiencies
•Optimising returns from villages, leveraging the continuum
of care model
•Continuing to enhance the quality of care and services
•Leveraging regional operating model to identify and
implement efficiencies
8
Site density
•Rebalancing portfolio towards lower-density
townhouse-style developments alongside higher-
density developments
•Four of the last five land acquisitions have been
for townhouse-stye villages
Care mix
•Right-sizing care offering through decreasing
proportion of aged-care beds relative to retirement-
village units while still meeting the needs of Ryman
residents
•Target ratio of 0.35 aged-care beds to each
retirement village unit for new developments
Product mix
•Introducing care suites to meet growing market
expectations for premium care accommodation
Strategy update

Northwood, Christchurch
Mt Eliza, Victoria
Charles Brownlow Village, Victoria
Raelene Boyle Village, Melbourne
Linda Jones Village, Hamilton
9
Cambridge, Waikato
Artist impressionArtist impression
Artist impression

Committed to
exceptional care
10
•Maintained 4-year Ministry of Health
certification at 82% of our New Zealand
villages
•Achieved 4-star ratings for all four of
our operational care centres under
the new aged-care rating system in
Australia
•Home care offering gaining traction in
Australia with 132 independent residents
receiving funded home care packages
•Development of a care suite product
continues, with the first care suites
expected to be delivered in
our Northwood Village in 2025
Logan Campbell Village resident Joyce and Caregiver Ramon often enjoy walks around
the village gardens.

11
Avid rower and a recent star of our Full Lifebrand campaign, Judy enjoys her independent lifestyle at our Murray HalbergVillage.

12
Advancing
our sustainable
future
Find Ryman’s sustainability strategy on our website
www.rymanhealthcare.co.nz/about-us/sustainability
•Sustainability strategy launched
in October 2022
•In consultation with stakeholders,
material issues were identified across
three pillars of Our Places,
Our People and Our Purpose
•For the first year we have identified
three priorities from the programme
of 21 projects
•This includes setting a near-term
science-based emissions target,
which is a step towards achieving our
long-term goal of Net Zero by 2050

13
Underlying profit
FY24 underlying profit is expected to be in the range $310-$330 million.
Portfolio growth
FY24 portfolio to grow by 750-800 retirement village units and aged care beds,
with a similar proportion of care beds to FY23.
Cash flow
FY24 net investing cash flows estimated to be in the range of $0.80-$1.00 billion.
Dividends
The board will consider the resumption of paying dividends in FY24 taking
into account trading performance, cash flow and market conditions.
The board is currently in the process of reviewing the dividend policy and we
will look to provide an update at the time of the interim results in November.
Outlook
Ryman’s outlook for FY24 and beyond assumes (1) there is no sustained downturn in the property market in the markets in whichRyman 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 occupancy rates are
maintained; and (3) there are no further material COVID-related impacts on Ryman’s business operations.

14
Resident and former nurse Annie and Special Care Unit Coordinator PK Karan enjoy a close bond at our Murray HalbergVillage.

Resolutions
15
1.Auditor's remuneration
Authorisingthe board to fix the remuneration
of the auditor
2.Dean Hamilton
Director Dean Hamilton offers himself for re-election
3.James Miller
Director James Miller offers himself for re-election
4.Paula Jeffs
DirectorPaula Jeffs offers herself for re-election
5.Claire Higgins
DirectorClaire Higgins offers herself for re-election
Activities and Lifestyle Coordinator Maryam enjoys bringing many resident activities
to life at our John Flynn Village.

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.
16
Resolution 1
Fixing the remuneration
of the auditor

17
Resolution 2
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 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
supportsthe re-election of Mr Hamilton.

18
Resolution 3
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 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
supportsthe re-election of Mr Miller.

19
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.
Resolution 4
Paula Jeffs

20
Non-executive director MsClaire Higgins retires by
rotation pursuant to NZX Listing Rule 2.7.1 and offers
herself for re-election. MsHiggins is considered by the
board to be independent.
The board unanimously supports the re-election of
MsHiggins for a period of 18 months. MsHiggins 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 MsHiggins 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 MrMiller to take
over the Audit, Finance and Risk Chair role post this
year’s interim result.
Resolution 5
Claire Higgins

21
General business
Clinical Manager Tara, Gardener Angela, Regional Operations Manager Maria and Personal Care Worker Bryant are part of our growing Australian team.

22
Thank you
Keith Park Village resident Mary feels that village life is very family oriented and enjoys having her grandchildren visit regularly.

23
Appendix
John Flynn Village resident Patricia with Personal Care Worker, Bryant.

Appendix 1
Reported (IFRS) profit
24
Underlying profitis a non-GAAP (Generally Accepted Accounting Principles) measure and differs from NZ IFRS profit for the period. Underlying profitdoes
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 profitis a measure that the Ryman Group uses consistently
across reporting periods.
Underlying profitincludes 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 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 profitexcludes deferred taxation, taxation expense, unrealised movement on investment properties, impairment losses on non-trading assets and the
cost of exiting USPP borrowings and swaps because these items do not reflect the trading performance of the Company.
12 months to 31-Mar-2312 months to 31-Mar-2212 months to 31-Mar-21
$000sNZAUGroupNZAUGroupNZAUGroup
Underlying profit (non-GAAP)232,22269,670
301,892
203,76351,186
254,949
192,28632,163
224,449
Unrealised revaluations of
investment properties
20,23353,428
73,661
436,80430,329
467,133
192,5828,571
201,153
Deferred tax (expense) / credit31,26120,379
51,640
(50,923)21,714
(29,209)
5,8616,700
12,561
Impairment loss(250)(10,784)
(11,034)
--
-
-(15,102)
(15,102)
Costs relating to USPP
prepayment and swaps
(156,090)(2,233)
(158,323)
--
-
--
-
Reported net profit after tax127,376130,460
257,836
589,644103,229
692,873
390,72932,332
423,061

Glossary
TermDefinition
AU
Australia
Care bed
Rest home, hospital and dementia level care
Care suite
Rest home, hospital and dementia level care rooms subject to an
ORA that attracts a DMF
Continuum of care
Co-location of aged care beds / care suites and RV units at the
same village
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
Equity raise
$902.4m 1-for-2.81 accelerated pro rata entitlement offer announced
15 February 2023
Free cash flow
Sum of net operating cash flows and net investing cash flows per the
cash flow statement. Free cash flow is a non-GAAP measure
FY
Financial year
Gearing
Net debt / (Net debt + equity), pre IFRS-16
ILU
Independent living unit
ITL
Institutional term loan
NZ
New Zealand
Operating EBITDA
Total revenue per financial statements, plus resales margin less
operating expenses. Operating EBITDA is a non-GAAP measure
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)
TermDefinition
Pro-forma
Adjusted for the impact of the equity raise
RAD
Refundable accommodation deposit
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
SA
Serviced apartment
Underlying profit
Underlying profit is a non-GAAP measure and differs from NZ IFRS profit for
the period. Refer to Appendix 1 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).
25

Disclaimer
This presentation has been prepared by Ryman Healthcare Limited and its group
companies ("Ryman") for informational purposes.This disclaimer applies to this document
and the verbal or written comments of any person presenting it.
This presentation provides additional comments on the 2023 full year result for the period to
31 March 2023 presented on 19 May 2023.It should be read in conjunction with all other
material which we have released, or may release, to NZX from time to time.That material is
also available on our website at www.rymanhealthcare.com.
Purpose of this presentation
This presentation isnot an offer of financial products, or a proposal or invitation to make
any such offer.It is not investment advice, or any otheradvice, or a recommendation in
relation to financial products, and does not take into account any person’s individual
circumstances or objectives. Every investor should make an independent assessment of
Ryman on the basis of expert financial advice.
Forward-looking statements
This presentation contains forward-looking statements and projections.These reflect our
current expectations, based on what we think are reasonable assumptions.However, any
of these forward-looking statements or projections may be materially different due to a
range of factors and risks. Ryman gives no warranty or representation as to our future
financial performance or any future matter.Actual results may differ materially from those
projected.Except as required by law or the NZX Listing Rules, Ryman undertakes no
obligation to update any forward-looking statements whether as a result of new
information, future events, or otherwise.
Non-GAAP information
A number offinancial measures used in this presentation are based on non-generally
accepted accountingprinciples (i.e.non-GAAP financial information).This includes, in
particular, our ‘underlying profit’ which Ryman has used for many years as a means of
showing our profit absent any unrealised valuation movements.We show our underlying
profit together with our reported profit based on NZ IFRS (a GAAP measure). You should not
considerany of these statements in isolation from, or in substitution for the information
provided in the Financial Statements for the twelve months ended 31March 2023.
26
Logan Campbell Village resident Norman enjoys any opportunity for
family time and a celebration at the village.