Ryman Healthcare Limited logo

Ryman Healthcare Limited Notice of Meeting 2024

AGM1 July 2024RYMHealthcare

1
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 www.virtualmeeting.co.nz/rym24

When: Thursday, 1 August 2024 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 proxy forms: 10am (NZT) on Tuesday, 30 July 2024.

Time for determining voting entitlements at the Annual Meeting: 5pm (NZT) on Tuesday, 30 July 2024.

RYMAN HEALTHCARE 2024

Notice of Annual Meeting

2
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2024

A. Executive Chair’s Address


B. Resolutions (Please see the Explanatory Notes at the end of this Notice of Meeting)

Ordinary Resolutions

To consider, and if thought fit, pass the following resolutions:

Resolution 1: Auditor’s Appointment and Remuneration:

That PwC Auckland is appointed as the auditor of the Company and that the Board is authorised

to fix the auditor’s remuneration for the ensuing year.

Resolution 2: Re-election of Ms Kate Munnings:

That Ms Kate Munnings is re-elected as a director of Ryman.

Resolution 3: Re-election of Mr David Pitman:

That Mr David Pitman is re-elected as a director of Ryman.

Resolutions 1 to 3 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.


C. Shareholder questions

By order of the Board

Deborah Marris

Company Secretary

Christchurch, 2 July 2024

Items of Business

3
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2024

Resolution 1: Auditor’s Appointment and Remuneration

Ryman released its External Auditor Independence Policy in December 2023 providing guidance on the appointment and independence

of the external auditor. The Policy requires the tendering and formal assessment of the external auditor at least every 10 years. The

Company’s current auditor, Deloitte, has been Ryman’s auditor since listing on the NZX in 1999, a total of 25 years. Deloitte has worked

constructively with the Company as its auditor since this time.

In accordance with the External Auditor Independence Policy, the Company carried out a tender process overseen by Ryman’s Audit,

Finance and Risk Committee. Following a careful review and consideration of the responses, the Committee recommended to the

Board that PwC Auckland was the most suitable appointment as the external auditor. The Board agrees with the recommendation of

the Committee and on this basis seeks approval of the shareholders to the appointment of PwC Auckland as the auditor for the purposes

of section 207P(2) of the Companies Act 1993 and to authorise the Board to fix the auditor’s remuneration for the current financial year

for the purposes of section 207S of the Companies Act 1993.

The Board unanimously supports the appointment of PwC Auckland as the external auditor.

The financial statements and auditor’s report included in the FY24 Annual Report presented to shareholders were audited and prepared

by Deloitte as the Company’s auditors at that time.

Resolution 2: Re-election of Ms Kate Munnings

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. Ms Kate Munnings was appointed as a non-executive director by

the Board with effect from 1 November 2023. Ms Munnings accordingly retires and offers herself for re-election at the

2024 Annual Meeting. Ms Munnings is considered by the Board to be independent.

The Board unanimously supports the re-election of Ms Munnings.

Term of office: Appointed with effect from 1 November 2024

Board committees: Clinical Governance, People, Safety & Remuneration, Governance and Nominations

Biography: Kate joined the Board in November 2023. Based in Australia, she was most recently Chief Executive &

Managing Director at Virtus Health Care, which was ASX-listed prior to being taken private in 2022. Prior to this, she was

Chief Operating Officer of Ramsay Health Care (ASX:RHC), responsible for the operational performance of 73 public

and private hospitals in Australia, with over 30,000 staff.

Kate started her career as a registered nurse before pursuing a legal career, specialising in construction law; and was

a partner at global law firm, Baker McKenzie. She then moved to Transfield Services (ASX: TSE) in a Chief Risk & Legal

Officer/Company Secretary role before transitioning into operational roles, eventually becoming Chief Executive

– Operations for Transfield Services (renamed Broadspectrum) where she oversaw their facilities management,

construction and consulting operations for Australia, New Zealand and Melanesia. She is currently the Chair of Digital

Health CRC, an Australian government funded organisation that invests in R&D to support the growth of digital healthcare

as a means to improve patient outcomes.

Resolution 3: Re-election of Mr David Pitman

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 David Pitman was appointed as a non-executive director by the

Board with effect from 1 May 2024. Mr Pitman accordingly retires and offers himself for re-election at the 2024 Annual

Meeting. Mr Pitman is considered by the Board to be independent.

The Board unanimously supports the re-election of Mr Pitman.

Term of office: Appointed with effect from 1 May 2024

Board committees: Audit, Risk and Finance

Biography: David joined the Board in May 2024. Based in Sydney, he has 40 years’ experience in general, operational

and financial management, strategy development and M&A. Originally trained as an aeronautical engineer, he began

his career in the aviation sector. After earning his MBA, he joined Boston Consulting Group (BCG), where he spent a

significant portion of his career advising clients predominantly in financial services and various other sectors, becoming

a Partner and the leader of the firm’s Asia Pacific Corporate Finance & Strategy practice.

In 2007, David transitioned to Stockland Corporation as EGM Strategy and Corporate Development, later assuming the

role of CEO of Stockland’s Retirement Living division.

After more than six years at Stockland, David returned to BCG, this time in Boston, as Global Finance Director, overseeing

the firm’s finance operations, accounting and control across 50 countries. He subsequently relocated back to Sydney in

2018, assuming a senior advisor role at BCG before moving into private consulting.

Explanatory notes

4
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

MUFG Corporate Markets (formerly Link Market Services

Limited) via mail or email no later than 10am (NZT) on

Tuesday, 30 July 2024.

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 MUFG Corporate Markets (formerly 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, 30 July 2024.

• 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: www.virtualmeeting.co.nz/rym24

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/MUFG/

MUFG_VirtualMeetingGuide.pdf

Eligibility to vote

Any shareholder whose name was recorded in Ryman’s

share register at 5pm (NZT) on 30 July 2024 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 1-3. 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 MUFG Corporate

Markets (formerly 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.com

Deliver in person

MUFG Corporate Markets,

Level 30, PwC Tower,

15 Customs Street West

Auckland 1010

Mail

MUFG Corporate Markets

PO Box 91976

Auckland 1142

New Zealand



SCAN THIS QR CODE WITH YOUR SMARTPHONE AND

VOTE ONLINE



PROXY FORM FOR THE 2024 ANNUAL MEETING

The 2024 Annual Meeting of Shareholders of Ryman Healthcare Limited (“Ryman”) will be held on Thursday, 1 August 2024 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 Virtual Meeting platform at www.virtualmeeting.co.nz/rym24.

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 MUFG Corporate Markets

(formerly Link Market Services) no later than 10am (NZ time),

Tuesday 30 July 2024.

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 Chair of

the Meeting will vote in accordance with your express

instructions.

Appointing the Chair of the meeting or a director as

your proxy

The Chair 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.

SUBMIT YOUR PROXY 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 Shareholders 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/rym24 on Thursday 1 August 2024 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 Chair 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 PwC Auckland is confirmed as the Company’s auditor and that

the directors of Ryman are authorised to fix the auditor’s

remuneration for the ensuing year.


2. That Ms Kate Munnings (appointed as a director of Ryman

by the Board with effect from 1 November 2023) who retires and is

eligible for re-election, is re-elected as a director of Ryman.


3. That Mr David Pitman (appointed as a director of Ryman by the

Board with effect from 1 May 2024) who retires 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 MUFG Corporate Markets (formerly Link Market Services) in the reply paid envelope enclosed. Questions will

need to be submitted by 10am (NZT) Tuesday 30 July 2024. 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:

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R Y M A N H E A L T H C A R E
2024 Governance

Presentation

28 June 2024

R Y M A N H E A L T H C A R E|2024 Governance Presentation2
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 full year result for the period to 31 March

2024 presented on 27 May 2024.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 rymanhealthcare.com.

Ryman disclaims and excludes all liability for any

loss suffered by any person as a result of the use of

or reliance on the information contained in, or

omitted from, this presentation, and makes no

representation or warranty as to the currency,

fairness, accuracy, completeness or reliability of

the information contained in this presentation, in

each case to the fullest extent permitted by law.

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 12 months ended

31March 2024.

R Y M A N H E A L T H C A R E |2024 Governance Presentation3
Today’s

Speakers

Paula Jeffs

LEAD INDEPENDENT

DIRECTOR

Dean Hamilton

EXECUTIVE CHAIR

R Y M A N H E A L T H C A R E |2024 Governance Presentation4
Agenda

Ryman at a glance

Change programme

Assurance

Profit and loss

Strategy update

Sustainability

Board of directors

Governance and remuneration

2024 ASM resolutions

Keith Park Village resident Mary and her grandson.

4

R Y M A N H E A L T H C A R E|2024 Governance Presentation5
Ryman at a glance

Teammembers

7,691

NZ: 6,242 | AU: 1,449

Residents

14,606

NZ: 12,561 | AU: 2,045

Units and beds in

land bank

5,371

NZ: 3,161 | AU: 2,210

Open villages

48

NZ: 40 | AU: 8

Sites under construction

10

NZ: 6 | AU: 4

Greenfield sites

10

NZ: 5 | AU: 5

(excluding 3 sites held for sale)

Retirement village units

9,187

NZ: 7,843 | AU: 1,344

Aged care beds

4,339

NZ: 3,659 | AU: 680

(Includes 9

open villages)

Reader’s Digest

Most Trusted Brand

1

10x winner

1Aged Care and Retirement Villages Category

(Includes 9 villages

under construction)

R Y M A N H E A L T H C A R E|2024 Governance Presentation6
Change programmeprogressing

Board refresh

•Board renewal with three members retiring and four new Board members in FY24

•Two further retirements in calendar 2024

•New Chair of the Board and new Chairs of all Board subcommittees

Management refresh

•Group CEO resignation on 19 April 2024 with Chair Dean Hamilton stepping into Executive Chair role while

Group CEO search is underway

•Executive Chair Oversight committee with responsibility for oversight of the performance Executive Chair, whilst

that position remains, as the Company undertakes a process to hire a new Group Chief Executive Officer

•Paula Jeffs appointed Lead Independent Director and Chair of Executive Oversight Committee to enable

appropriate governance control

•Executive Chair compensation includes pay of $100,000 per month (existing Chair fee of $300,000 p.a. suspended),

with no additional incentives. Executive Chair to reinvest 33.33% of post-tax pay in Ryman shares

Remuneration reset

•New minimum share purchase plan for directors

•Majority of SET on reset remuneration structure from 1 April 2024

Objective

performance metrics

•New financial performance measures: (1) cash flow from existing operations, (2) cash flow from development

activity, and (3) IFRS profit before tax and fair value movements per share

•Recognition of build rate moved to completed units and beds which are able to be occupied

•Focusing on settlement of sales with accounting recognition under review

•Improved financial disclosures and transparency including breakdown of operating expenses and net resales

cash flows

Balance sheet

assessment

•Sites in land bank reviewed against current investment criteria, resulting in land moved to held for sale and

impairments on land where the outcome is yet to be determined

•Asset valuations approach reassessed with investment property and property, plant and equipment now held at

independent valuation (previously held at director’s valuation)

Strategic urgency

•‘Fit for the future’ transformation programmecommenced

•Focus on: (1) new developments, (2) existing villages, (3) revenue, (4) services and support, (5) culture and change

R Y M A N H E A L T H C A R E|2024 Governance Presentation7
Assurance

External Auditor Independence Policy

•External Auditor Independence Policy released on 1 December 2023 (link)

•The purpose of the policy is to provide guidance on the provision of external audit

services to ensure the independence of the external auditor, both in fact and

appearance, such that Ryman Healthcare’s external financial reporting is viewed

as being highly reliable and credible

Key policies

•The rotation of audit firm will be tendered and formally assessed by the Audit, Finance

and Risk Committee at least every 10 years with the incumbent external auditor eligible

to participate in the tender process

•The lead audit engagement partner, who has ultimate responsibility for the audit

engagement, is required to rotate every five years with a minimum cooling-off period

of five years. Other key audit partners, considered to be making key decisions or

judgments on matters significant to the audit, are required to rotate every seven years

with a minimum cooling-off period of two years

Audit tender

•The Board has agreed with the recommendation of the Audit, Finance, and Risk

Committee and will seek approval of the shareholders at the Annual Meeting on 1

August 2024 to the appointment of PwC as auditor for the financial year commencing 1

April 2024 (link)

R Y M A N H E A L T H C A R E|2024 Governance Presentation8
FY24 statutory profit and loss

•Net profit after tax (NPAT) of $4.8 million, driven by impairment losses

and lower fair-value movements, offset by a higher deferred tax credit

•Profit before tax and fair-value movements (PBTF) declined from

-$225.3 million in FY23 to -$324.5 million in FY24

•Operating expenses up 20% to $651.9 million, including $29.9 million

of one-off costs

1

relating to wind-up of employee share schemes and

Holidays Act 2003 provisions (up 16% excluding these items)

•Total finance costs lower than FY23 which was impacted by USPP

prepayment. Finance costs excluding USPP prepayment and swap

amendments down 14% to $40.2 million

•Impairment loss of $243.6 million driven by adjustments to the carrying

amount of assets held for sale and review of land bank sites (see slide 12)

•Fair-value moment on investment property of $179.5 million, down 58%

reflecting changes to valuation methodology (see slide 18)

1Refer to Ryman’s 2024 result presentation for a breakdown of one-off costs.

Profit and loss ($m)FY23FY24YoY

Care and village fees437.3510.417%

Deferred management fees (DMF)122.8140.214%

Interest received2.12.39%

Imputed income on RADs12.824.591%

Other income8.712.644%

Total revenue583.8689.918%

Operating expenses(542.2)(651.9)20%

Depreciation and amortisation(37.7)(43.8)16%

Imputed income charge on RADs(12.8)(24.5)91%

Finance costs -interest expense(47.1)(40.2)-14%

Finance costs -USPP prepayment, swap amendments(158.3)(10.4)nm

Impairment loss(11.0)(243.6)nm

Total expenses(809.1)(1,014.4)25%

Profit before tax and fair-value movements (PBTF)(225.3)(324.5)44%

Fair-value movement of investment properties431.5179.5-58%

Profit before tax206.2(144.9)-170%

Income tax credit/(expense)51.6149.7190%

Net profit after tax (NPAT)257.84.8-98%

Per share

Weighted shares on issue (m)516.3687.633%

PBTF per share (cps)(43.6)(47.2)8%

NPAT per share (cps)49.90.7-99%

One-off costs (non-GAAP)

1

Total one-off costs(175.4)(283.9)62%

Profit before tax, fair-value movements and one-offs(50.0)(40.6)-19%

326.0

264.7

423.1

692.9

257.8

4.8

36.5

26.7

(6.3)

(23.8)

(225.3)

(324.5)

(400)

(200)

200

400

600

800

FY19FY20FY21FY22FY23FY24

NPATPBTF

R Y M A N H E A L T H C A R E|2024 Governance Presentation9
Value created

Developing

our people

Enhancing

our expertise

Growing

our communities

Strengthening

our relationships

Protecting

our environment

Delivering improved

returns to shareholders

Our resources

Our

people

Our

expertise

Our

communities

Our

relationships

Our

environment

Our

financial resources

Creating value for our stakeholders

R Y M A N H E A L T H C A R E|2024 Governance Presentation10
Driving business improvement: Focus areas

R Y M A N H E A L T H C A R E|2024 Governance Presentation11
Sustainability progress

•Following the launch of our sustainability strategy in late 2022,

we’ve released our first Sustainability Report, available on our

website today

•Highlights include progress across three key priority areas of climate

change, quality care and Indigenous engagement

•In March 2024, our greenhouse gas emissions targets were

validated by theScience Based Targets initiativeafter formally

setting an emissions reduction target of 42% for scopes 1 and 2,

to be achieved by 2030 relative to a base year of 2021

•Our first Climate-related Disclosures will be included in our

FY24 Annual Report –an important step in identifying and

improving our understanding of our long-term climate-related

risks and opportunities

We remain committed to our sustainability journey and decarbonising

our operations

R Y M A N H E A L T H C A R E|2024 Governance Presentation12
Retiring in 2024

Elected at

2023 ASM

Geoffrey Cumming

NON-EXECUTIVE

DIRECTOR

Joined 2018

Claire Higgins

NON-EXECUTIVE

DIRECTOR

Joined 2014

Up for re

-

election

at 2024 ASM

Board of directors

Dean Hamilton

EXECUTIVE

CHAIR

Joined 2023

James Miller

NON-EXECUTIVE

DIRECTOR

Joined 2023

Kate Munnings

NON-EXECUTIVE

DIRECTOR

Joined 2023

David Pitman

NON-EXECUTIVE

DIRECTOR

Joined 2024

Anthony Leighs

NON-EXECUTIVE

DIRECTOR

Joined 2018

Paula Jeffs

LEAD INDEPENDENT

DIRECTOR

Joined 2019

Three Directors retired in FY24

•George Savvidesretired on 1 June 2023

•Warren Bell and Jo Appleyard retired at the

2023 Annual Shareholder Meeting

Two new directors elected at 2023 ASM

•Dean Hamilton joined the Board on 1 June

2023 and became Chair on 1 August 2023

•James Miller joined the Board on 1 June 2023

Two new directors appointed, up for

re-elected at 2024 ASM

•Kate Munnings appointed as a director

in November 2023

•David Pitman appointed as a director

in May 2024

Two directors retiring in calendar 2024

•Geoffrey Cumming will retire at the 2024

Annual Shareholder Meeting

•Claire Higgins will retire on 31 December 2024

Elected in prior years

R Y M A N H E A L T H C A R E|2024 Governance Presentation13
Board committees

Four committees

which meet regularly

CommitteeMembers at 31 March 2024Members at 1 June 2024

Audit, Finance and Risk

1

James Miller (Chair)James Miller (Chair)

Anthony LeighsAnthony Leighs

Claire HigginsClaire Higgins (until 31 December 2024)

Dean Hamilton David Pitman

Geoffrey Cumming Dean Hamilton

Geoffrey Cumming (until 31 July 2024)

Clinical Governance

Paula Jeffs (Chair)Kate Munnings (Chair)

Claire Higgins Paula Jeffs

Kate MunningsTim Wilkinson (external advisor)

Dr David Kerr (resigned)Dr Bernadette Eather(external advisor)

Tim Wilkinson (external advisor)

Governance and Nominations

2

Dean Hamilton (Chair)Anthony Leighs(Chair)

Geoffrey Cumming Geoffrey Cumming

Anthony LeighsJames Miller

James Miller Kate Munnings

People, Safety and Remuneration

Paula Jeffs (Chair)Paula Jeffs (Chair)

Dean Hamilton Dean Hamilton

Claire HigginsClaire Higgins

Anthony Leighs Kate Munnings

Two additional

committees

CommitteeDetailMembers at 1 June 2024

Executive Chair Oversight

Committee

In April 2024, the Board established the Executive

Chair Oversight committee with responsibility for

oversight of the performance Executive Chair, whilst

that position remains, as the Company undertakes a

process to hire a new Group Chief Executive Officer.

Paula Jeffs (Chair and Lead Independent Director)

Anthony Leighs

James Miller

Committee to run new Group CEO

recruitment process

Committee to recommend short list of candidates

to full Board

Paula Jeffs (Chair)

Kate Munnings

Anthony Leighs

Dean Hamilton

1Dean Hamilton won’t be an official member of the Audit, Finance and Risk Committee while he is Executive Chair

2Upon becoming Executive Chair, Dean Hamilton resigned from the Governance and Nominations committee and Anthony Leighs becameChair of that committee. It is expected that post Dean Hamilton returning

to a non-executive Chair role, he will be reappointed to the committee and resume the Chair role.

R Y M A N H E A L T H C A R E|2024 Governance Presentation14
Board skills matrix

Governance

Experience of governance through Board appointments at other organisations

or through former Group Chief Executive Officer experience.

••••••

Executive leadership

Former Group Chief Executive Officer or senior executive with excellent track record

of growing value, leading with purpose, and developing and executing strategy.

••••••

Finance, accounting

and taxation

Finance and accounting experience with large companies. May hold a recognised

accounting qualification. Skills to chair the Audit, Finance and Risk committee.

••••••

Risk management

Risk management experience developed through either leadership or governance

roles at similar-sized organisations.

••••••••

Property and

construction

Experience in successfully leading property and construction companies or

performing governance roles for companies in the sector. Skills to support and

challenge new site-investment decisions and build programme.

••••

Health and safety

Experience in the development of health, safety and wellbeing frameworks and

risk-management tools at large organisations.

•••••••

Health, clinical and

aged care

Leadership or governance experience across the health and aged-care sector.

••••

Digital and

technology

Experience in the implementation of digital transformation or new digital product

development in the health and aged-care sectors.

••

Human resources

Leadership experience in the development and implementation of people and

culture programmes at large organisations.

•••••

Strategy

Experience of strategic oversight, including the development and implementation

of strategic plans for organisations of similar scale and complexity.

••••••••

Climate change

Knowledge, skills and experience to support the oversight of climate-related risks and

opportunities and strategy development.

•••

1: David Pitman joined the Ryman Board in FY25

R Y M A N H E A L T H C A R E|2024 Governance Presentation15
BOARD COMMITTEESDirector members

2

Director independenceDirector attendance

3

Audit, Finance and Risk

580%90%

People, Safety and Remuneration

4100%88%

Clinical Governance

3100%100%

Governance and Nominations

475%93%

Board stats and facts at 31 March 2024

1Geoffrey Cumming is a citizen of both New Zealand and Canada who resides in Melbourne, Australia.

2Membership as at 31 March 2024. Dean Hamilton is not considered independent as of 22 April 2024 while he assumes the temporaryrole of Executive Chair.

3Attendance in the financial year to 31 March 2024.

93%

Board meeting

attendance

86%

are independent

Average age

59

43%

are female

2 nationalities

(4 New Zealanders

1

and 3 Australians)

R Y M A N H E A L T H C A R E|2024 Governance Presentation16
Governance and remuneration

Group CEOExecutive Chair

•Agreed resignation effective 19 April

•As per contract, final payment of $1,525,000:

o$1,300,000 being six months notice, plus six months

severance

o$225,000 equivalent to 12.2% of total potential STI and MTI

for FY24 ($1,840,000)

oForfeit of FY24 LSS compensation and any future LTI

•Non-compete for 6 months

•Temporary role until new Group CEO in place

•Existing Chair fee of $300,000 p.a. suspended

•Executive Chair pay of $100,000 per month

•No additional incentives

•To reinvest 33.33% of post-tax pay in Ryman shares

Revised SET remuneration frameworkBoard remuneration

•Majority of SET members on new remuneration structure from

1 April 2024

•Base + 50% STI + 40% LTI

•60% of STI is financial performance against new metrics

•100% of LTI is based on TSR

(50% absolute against cost of equity, 50% relative to NZX50 gross)

•Minimum shareholding plan relating to LTI shares

•Board remuneration envelope of $1,500,000 hasn’t changed

since 2021 Annual Shareholder Meeting

•Minimum share purchase plan

R Y M A N H E A L T H C A R E|2024 Governance Presentation17
Group Chief Executive Officer Remuneration

•An external review of the Group Chief Executive Officer’s

remuneration package was undertaken during the year

•When the next Group Chief Executive Officer is appointed,

the remuneration package will be informed by market

data and independent advice and will include a mix of

the following components:

oFixed term remuneration (includes base salary and

KiwiSaveremployer contribution)

oSTI plan

oNew LTI plan once implemented by Ryman

1Other benefits includes KiwiSaver.

2In FY24, the Group Chief Executive Officer received a compensation payment relating to the FY23 period, in satisfaction of FY23

contractual entitlements. The LTI component of the Group Chief Executive Officer’s remuneration was under review in FY23.

FY24FY23

$$

Fixed remuneration

Base salary1,295,4181,297,063

Other benefits

1

50,16363,722

Short-term incentive

Earned (FY paid)225,000 (FY25)351,900 (FY24)

Amount earned as a % of maximum award33%51%

Medium-term incentive

Earned--

Amount earned as a % of maximum award--

Total cash-based remuneration earned1,570,5811,712,685

Leadership Share Scheme

Earned (FY paid)

2

Compensation for non-issuance of FY23 LSS-63,133 (FY24)

Total

(Fixed remuneration + STI earned + LSS earned)1,570,5811,775,818

R Y M A N H E A L T H C A R E |2024 Governance Presentation18
2024 annual

shareholder

meeting

resolutions

Resolution 1: Auditor’s Appointment and Remuneration:

That PwC Auckland is appointed as the auditor of the Company and

that the Board is authorised to fix the auditor’s remuneration for the

ensuing year

Resolution 2: Re-election of Ms Kate Munnings:

That Ms Kate Munnings is re-elected as a director of Ryman

Resolution 3: Re-election of Mr David Pitman:

That Mr David Pitman is re-elected as a director of Ryman

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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